TCR_Public/100107.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, January 7, 2010, Vol. 14, No. 6

                            Headlines

1122 CRESCENT AVENUE: Case Summary & 8 Largest Unsecured Creditors
ABITIBIBOWATER INC: Closes Sale of Texas Material Recycling Plants
AEROTHRUST CORP: Gets Interim OK to Use PNC Bank's Cash Collateral
AGRIPROCESSORS INC: Ex-CEO Faces Up to 27 Years in Prison
AMERICAN INT'L: Ontario Teachers Acquires United Guaranty Canada

AMIDEE 2006: Case Summary & 16 Largest Unsecured Creditors
AMR CORP: American Airlines Unit Reports December Traffic
AMR CORP: Willing to Invest in JAL Even in Bankruptcy
ANGELO MELVIN COOPER: Case Summary & 14 Largest Unsec. Creditors
APPLIED SOLAR: Quercus Trust Sells Stake to Joseph Bartlett

ARET KOCOGLU: Voluntary Chapter 11 Case Summary
AUTO SPA PROPERTIES: Voluntary Chapter 11 Case Summary
AVISTAR COMMUNICATIONS: James Zeigon Steps Down as Director
BCM MAJESTIC: Voluntary Chapter 11 Case Summary
BEAZER HOMES: Reports New Home Orders and Closings for Dec. Qtr

BEAZER HOMES: To Sell 18MM Shares and $50MM of 2013 Sub Notes
BERRY PLASTIC: Inks Deal With Banks to Increase Loan to $500MM
BILL HEARD: Top Hat Plan Rabbi Trust Asset of the Estate
BLUE HERON: Drop in Revenue Prompts Chapter 11 Filing
CAPITAL GROWTH: Inks Asset Purchase Deal With Global Telecom

CAPMARK FINANCIAL: Seeks to Halt Court Fight With Hedge Funds
CAPMARK FINANCIAL: Hits Back Against Noteholder Action
CAPMARK FINANCIAL: Goldman a "Substantial Equity Shareholder"
CAPMARK FINANCIAL: Panel Wins Nod to Hire Kramer Levin as Counsel
CATHOLIC CHURCH: Creditors Oppose Delay of Abusers List Posting

CATHOLIC CHURCH: Rouse Objects to Closing of Portland's Cases
CATHOLIC CHURCH: Spokane Trustee Wants to Pay Future Claims
CHEMTURA CORP: Has Official Shareholders' Committee
CHRYSLER LLC: Says Sales Declined 4% Year-Over-Year
CITADEL BROADCASTING: Hires KCC as Claims & Notice Agent

CITIGROUP INC: Files Client Strategy Guide for Jan. 2010 Offerings
CITIGROUP INC: Investment Banking Head Gets More Than $9MM in 2009
CITY OF GLOVERSVILLE: Moody's Affirms 'Ba1' Rating on Debt
CLASSIC SLEEP: Case Summary & 20 Largest Unsecured Creditors
CLEAR CHANNEL: Names Ex-WaMu Exec Tom Casey as CFO

CLEARPOINT BUSINESS: To Pay $190,000 to AICCO Under Agreement
CONEXANT SYSTEMS: Moody's Withdraws 'Caa1' Corporate Family Rating
CONTINENTAL AIRLINES: Reports Dec. 2009 Operational Performance
CORBIN PARK: Files for Chapter 11 Protection in Kansas
CORBIN PARK: Case Summary & 20 Largest Unsecured Creditors

COREL CORP: Shareholders Meeting on Vector Deal Set for Jan. 26
DAVIS PETROLEUM: No Success Fee for Management's Advisor
DECISION BIOMARKERS: To Liquidate Assets Under Chapter 7
DECODE GENETICS: Gets Trading Suspension, Nasdaq Delisting Notice
DELTA AIR: AMR Willing to Invest in JAL Even in Bankruptcy

DHP HOLDINGS: Committee Wants Case Converted to Ch. 7 Liquidation
DHP HOLDINGS: Wants Chapter 11 Plan Filing Extended Until April 20
DISTINCTIVE BUILDERS: Case Summary & 12 Largest Unsec. Creditors
DOMINO'S PIZZA: CEO Brandon to Step Down; Doyle to Assume Post
EAGLEPICHER CORPORATION: Moody's Reviews 'B2' Default Rating

EDDIE BAUER: PBGC Assumes Underfunded Pension Plan
EMERSON OVERLOOK: Case Summary & 20 Largest Unsecured Creditors
FLANAGAN'S LIMITED: Case Summary & 1 Largest Unsecured Creditor
FORD MOTOR: Reports 33% Sales Increase in December 2009
FREDDIE MAC: Amends Stock Purchase Agreement With Treasury

FREEDOM COMMUNICATIONS: In Plan Talks with Committee & Lenders
FREMONT GENERAL: Court OKs Appointment of Chapter 11 Examiner
FRONTIER AIRLINES: Court Approves Final Fee Applications
FRONTIER AIRLINES: Court Enters Final Decree Closing Two Cases
FRONTIER AIRLINES: New Pay Standardization Scale Irks Employees

FUNDAMENTAL PROVISIONS: Amends List of Creditors
FUNDAMENTAL PROVISIONS: Seeks Access to Cash Collateral
GENERAL MOTORS: Reports 6% Sales Decline From 2008
GHI PROPERTIES: Voluntary Chapter 11 Case Summary
GILBERT VILHAUER: Case Summary & 20 Largest Unsecured Creditors

GLOBAL CONTAINER: U.S. Trustee Appoints 3-Member Creditors Panel
GOOD TIMES: Complies With NASDAQ Marketplace Rule 4350(b)(1)(B)
HAWAIIAN TELCOM: Court Issues Written Confirmation Order on Plan
HAWAIIAN TELCOM: Proposes to Pay $787,000 to USAC
HAWAIIAN TELCOM: Proposes to Purchase Kailua Property for $625,000

HOST HOTELS: Fitch Assigns 'BB-' Rating to 144A Private Placement
HSM ARCADIA: Voluntary Chapter 11 Case Summary
IMPERIAL INDUSTRIES: Receives NASDAQ Deficiency Notices
IRONHORSE COUNTRY: Files for Chapter 11 Bankruptcy
IRONHORSE COUNTRY: Case Summary & 20 Largest Unsecured Creditors

J.K. DONALDSON: Voluntary Chapter 11 Case Summary
JOSE JORGE: Files Amended List of Largest Unsecured Creditors
JOSE JORGE: Wants to Hire McCormick Barstow as Bankruptcy Counsel
JUBILEE PARK: Case Summary & 4 Largest Unsecured Creditors
LAKE AT LAS VEGAS: Property Owners Seek $24 Billion in Damages

LAZARE KAPLAN: Files Claims Under Certain Insurance Policies
LEHMAN BROTHERS: LBI Closes Transactions With UniCredit
LEHMAN BROTHERS: PwC's UK Plan Garners Support From Creditors
LEHMAN BROTHERS: UK Issues Ruling on Pre-Admin. Client Money
LEHMAN BROTHERS: UK Sets March 18 as True Assets Claims Bar Date

LEHMAN BROTHERS: Plan for Claims Contrary to Law, Banks Say
LEVEL 3 COMMS: Unit Launches Tender Offer for 12.25% Senior Notes
LEVEL 3: Moody's Rates $640 Mil. Senior Unsec. Notes at 'Caa1'
LEVEL 3: S&P Assigns 'CCC' Rating on $640 Mil. Senior Notes
LEXINGTON PRECISION: Wants Continued Use of Senior Lenders Cash

LEXINGTON PRECISION: Wants DIP Loan Maturity Date Moved to March 1
LOHREY ENTERPRISES: Trustee to Sell Assets to Angelica for $4 Mil.
LOIS SMITH: Voluntary Chapter 11 Case Summary
LORA NEEL: Voluntary Chapter 11 Case Summary
LYONDELL CHEMICAL: BoNY Wants 507(b) Claim Allowed for $361MM

LYONDELL CHEMICAL: BoNY Wants to Separate Noteholder Claims
LYONDELL CHEMICAL: ZVI Englander Wants to Set Off Claims
MAGNA ENTERTAINMENT: Auction of 2 Horse Tracks Moved to Jan. 21
MAGNA ENTERTAINMENT: Still Has Rights for Slot Machines at Laurel
MARHABA PARTNERS: Files for Chapter 11 Protection in Houston

MARHABA PARTNERS: Voluntary Chapter 11 Case Summary
MARKET STREET: Files for Bankruptcy to Stop Foreclosure
MESA AIR: ALPA Unit Says Labor Costs Not the Problem
METAL STORM: Has A$20.2M Finance Deal With Institutional Investor
METALDYNE CORP: Gen. Unsecured Claimants to Recover As Low as 0.4%

METROPOLITAN LOFTS: Files Schedules of Assets and Liabilities
MICHAEL MADRID: Case Summary & 21 Largest Unsecured Creditors
MICHAEL WHITTINGTON: Case Summary & 20 Largest Unsecured Creditors
MK CUSTOM: Files Schedules of Assets and Liabilities
MK CUSTOM: Section 341(a) Meeting Rescheduled to January 28

MMFX INTERNATIONAL: Case Summary & 2 Largest Unsecured Creditors
MXENERGY INC: Amends ISDA Master Deal With Sempra Energy
NEW ENERGY: Investor Conference to Wrap Up Today
NEXTMEDIA GROUP: DIP Financing, Cash Collateral Use Get Interim OK
NORTEL NETWORKS: Assigns Technology Park Lease to Avaya

NORTEL NETWORKS: Completes Sale of Enterprise Assets to Avaya
NORTEL NETWORKS: Gets Court Nod for Claims Settlement With IBM
NORTEL NETWORKS: Has Settlement With PBGC on Enterprise Sale
OXBOW CARBON: S&P Raises Corporate Credit Rating to 'BB-'
PACKERY COMMERCIAL: Voluntary Chapter 11 Case Summary

PAINTED MEADOWS: Voluntary Chapter 11 Case Summary
PARK EASTSIDE: Case Summary & 20 Largest Unsecured Creditors
PEACOCK GAP: Files for Bankruptcy Due to Declining Revenue
PARADISE PALMS: Creditor Seeks Case Dismissal
PACIFIC GALVESTON: Enters Chapter 11 in Dallas

PACIFIC OFFICE PROPERTIES: Boosts Credit to $15 Million
PLAINFIELD APARTMENTS: To Strike Deal With Spencer Savings
PECAN HOLDINGS: Voluntary Chapter 11 Case Summary
PENN TRAFFIC: Hilco Offers to Pay $19-Mil. for Closing Sales
PHOENIX FOOTWEAR: Fails to Meet NYSE Amex Listing Standards

PRECISION PAVING: Voluntary Chapter 11 Case Summary
RAYMOND ZWEIFEL: Voluntary Chapter 11 Case Summary
R.H. DONNELLEY: Gets Nod to Assume Panorama Lease
R.H. DONNELLEY: Putative Shareholders Oppose Plan Releases
R.H. DONNELLEY: Wants Removal Period Extended to Feb. 22

RIVERSIDE CAPITAL: Voluntary Chapter 11 Case Summary
RONSON CORP: PBGC Assumes Underfunded Pension Plan
RYLAND GROUP: To Release Fourth Quarter Earnings on January 27
SARGENT RANCH: Files for Chapter 11 Protection in Sand Diego
SARGENT RANCH: Case Summary & 15 Largest Unsecured Creditors

SMART ONLINE: Sells More Conv. Secured Sub. Notes to Noteholders
SMIC LTD: Voluntary Chapter 11 Case Summary
SMURFIT-STONE: CCAA Stay Order Extended to February 26
SMURFIT-STONE: Court Denies Equity Committee Appointment
SMURFIT-STONE: Has Lenders' Nod for Cash Use Until June 30

SOLUTIA INC: Court Enters Final Decree Closing Ch. 11 Cases
SOLUTIA INC: Sued for Failing to Reimburse Medicare
SOUTHEAST BANKING: Wants April 30 Deadline for Plan Effective Date
SPA CHAKRA: U.S. Trustee Appoints 3-Member Creditors Committee
SPA CHAKRA: Hercules Tech. DIP Financing Hearing on January 14

SPA CHAKRA: Wants Affiliates' Liquidation Case Converted to Ch. 11
SPA CHAKRA: Meeting of Creditors Scheduled for January 22
SPA CHAKRA: Wants Morrison Cohen to Represent in Bankruptcy Cases
SPA CHAKRA: Files Schedules of Assets and Liabilities
SUNDOWN HILLS: Voluntary Chapter 11 Case Summary

SUNRISE SENIOR: Maturity of SCA Loan Extended, Covenants Relaxed
SUPERIOR NATIONAL: Court Affirms $450M Award in Reinsurance Spat
SYMBIO SOLUTIONS: Files for Bankruptcy, Owes $24MM to Sun Capital
SYMBIO SOLUTIONS: Voluntary Chapter 11 Case Summary
TAVERN ON THE GREEN: Expects to Generate $8 Million at Auction

TAVERN ON THE GREEN: Patent Office Rejects Backup Patent
TOUSA INC: Judge OKs Starwood-Led Auction for Florida Assets
TOUSA INC: Panel Wants to Pursue Claims Against Falcone, et al.
TOUSA INC: Proposes Sale of Colorado Assets to NexGen Lot
TRANSAX INTERNATIONAL: Gets Delisting Notice from FINRA

TRONOX INC: Panel Adds 59 Defendants to Legacy Liability Suit
TRONOX INC: Wants Lift Stay to Proceed With Oklahoma Trial
TRONOX INC: Wants RTI Hamilton Suit Dismissed
TROPICANA ENT: Atlantic City Monopoly Concerns Senator
TROPICANA ENT: NJ Debtors Settle Atlantic City MUA Claims

TROPICANA ENT: NJ Debtors Want to Reject Simulcast Agreements
UAL CORP: To Offer $500 Million Senior Secured Notes
UAL CORP: Late Contract Draws World-Wide Protest by Attendants
UBALDO MURSULI: Case Summary & 20 Largest Unsecured Creditors
UNISYS CORP: Joseph Harrosh Discloses 9.2451% Equity Stake

VAIL PLAZA: Mexican Firm Acquires Assets for $52 Million
VERMILLION INC: Unsecured Creditors OK Reorganization Plan
VERNON JAY VERNON: Case Summary & 10 Largest Unsecured Creditors
VILHAUER SALES: Case Summary & 9 Largest Unsecured Creditors
VIRANI DEVELOPERS: Case Summary & 4 Largest Unsecured Creditors

WEST PLEASANT: Voluntary Chapter 11 Case Summary
WILLIAM GEARING: Case Summary & 9 Largest Unsecured Creditors
WINDMARK ROCKPORT: Voluntary Chapter 11 Case Summary
W.R. GRACE: BNSF Slams WR Grace, Arrowood Insurance Settlement

* Bankruptcy Filings by Firms Surged 50% in 2009
* Silicon Valley `Bloodbath' Leaves Office Buildings Empty
* Riskiest Junk Bonds Shrug Off Distress on Recovery

* Alan Clark Joins Litigation Practice Group at Allen Matkins
* Cadwalader Promotes Four to Partnership
* Kasowitz Benson Adds Leading Insurance Recovery Litigation Group

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                            *********

1122 CRESCENT AVENUE: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: 1122 Crescent Avenue, LLC
        977 Ponce de Leon Avenue
        Atlanta, GA 30306

Bankruptcy Case No.: 10-60325

Chapter 11 Petition Date: January 4, 2010

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: G. Frank Nason, IV, Esq.
                  Lamberth, Cifelli, Stokes Ellis & Nason
                  Ste 550, 3343 Peachtree Rd., NE
                  Atlanta, GA 30326
                  Tel: (404) 262-7373
                  Email: FNason@LCSENlaw.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
8 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/ganb10-60325.pdf

The petition was signed by Jeffrey M. Notrica.


ABITIBIBOWATER INC: Closes Sale of Texas Material Recycling Plants
------------------------------------------------------------------
AbitibiBowater on Wednesday announced the closing of the sale of
its Recycling Division's material recycling facilities located in
Arlington, Houston and San Antonio, Texas, to Waste Management
Recycle America for $12 million.

The Company will continue operating its recycling programs in
Arlington, Houston and San Antonio, as well as in 20 other major
metropolitan areas across North America.  With this transaction,
AbitibiBowater will refocus its recycling efforts on its
innovative community recycling Paper Retriever(R) program, as well
as on the EcoRewards(R) recycling initiative for commercial
customers.  The Company will ensure a smooth transition and
remains committed to delivering top-quality service to its
recycling customers.  More information on these programs are
available at http://www.PaperRetriever.com/and
http://www.EcoRewards.com/

"The sale of our Texas processing assets allows us to refocus our
energy on expanding our recycling services to more customers in
more cities across North America, while supporting responsible
paper use and recovery," stated Sylvain Longval, Vice President,
Recycling - North America. "These turnkey recycling programs are a
testament to AbitibiBowater's product stewardship, leadership in
recycling and proactive approach to sustainability."

As part of the sale, the Company's Recycling Division has also
reached an agreement where Waste Management Recycle America will
process the materials generated by the Paper Retriever and
EcoRewards programs in Arlington, Houston and San Antonio.

These transactions are part of AbitibiBowater's ongoing
restructuring efforts to streamline its businesses and work
through its creditor protection filings.

                     About AbitibiBowater

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

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

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

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

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


AEROTHRUST CORP: Gets Interim OK to Use PNC Bank's Cash Collateral
------------------------------------------------------------------
AeroThrust Corporation and AeroThrust Engine Leasing Holding
Company, LLC, sought and obtained authorization from the Hon.
Peter J. Walsh of the U.S. Bankruptcy Court for the District of
Delaware to use the cash collateral of PNC Bank, N.A., until
January 20, 2010.

The Debtors' bankruptcy counsel, Ian Connor Bifferato, Esq., who
has an office in Wilmington Delaware, explains that the Debtors
need the money to fund their Chapter 11 case, pay suppliers and
other parties.  The Debtors will use the collateral pursuant to a
weekly budget, a copy of which is available for free at:

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

The Debtors are allowed to exceed the total budgeted expense
amount by $700,000 in total, except that non-materials and
subcontractors expenses won't exceed $200,000 during the period
that the Court's order is in effect.  On each Thursday occurring
during the period between now and the Expiration Date, the Debtors
will deliver a reconciliation of the prior week's cash usage
showing variance from the projected budget.

In exchange for using the cash collateral, the Debtors propose to
grant PNC Bank with a combination of replacement liens on all cash
collateral created post-petition in an amount equal to the amount
of cash collateral consumed, as well as post-petition payments of
interest at the non-default rate of interest on the obligations to
PNC Bank and through the substantial equity cushion that the
Debtors believe exists.

The Debtors promise to provide the lenders weekly borrowing base
report in the same fashion and on the same dates as previously
delivered to PNC Bank prior to the Petition Date.

The Court has set a final hearing for January 19, 2010, at
4:30 p.m.

Miami, Florida-based AeroThrust Corporation provides engine
repair, maintenance and overhaul of the CFM56 and JT8D engines.
The Company filed for Chapter 11 bankruptcy protection on
December 27, 2009 (Bankr. D. Del. Case No. 09-14541).  Its
affiliate, AeroThrust Engine Leasing Holding Company, LLC, also
filed a Chapter 11 bankruptcy petition.  Thomas F. Driscoll, III,
Esq., at Bifferato LLC, assists the Debtors in their restructuring
efforts.  AeroThrust Corporation listed $50,000,001 to
$100,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


AGRIPROCESSORS INC: Ex-CEO Faces Up to 27 Years in Prison
---------------------------------------------------------
The Des Moines Register in Iowa reports that Agriprocessors Inc.'s
former chief executive Sholom Rubashkin could face 21 to 27 years
in prison for his role in a massive financial fraud scheme.
According to the report, prosecutors plan to recommend a prison
sentence that would range from 262 to 327 months, according to
court papers filed by Assistant U.S. Attorney Peter Deegan Jr.

The report says the suggested sentence -- which a judge can accept
or ignore -- is based on federal guidelines that consider the
number of victims, Mr. Rubashkin's specific role in the crime and
other factors.

As reported by the TCR on November 18, 2009, Mr. Rubashkin was
found guilty on more than 80 counts by a federal jury in Iowa.
Convictions included counts for harboring undocumented aliens and
creating false accounts receivable.

Mr. Rubashkin is expected to challenge his convictions before the
U.S. 8th Circuit Court of Appeals, the report says.

                     About Agriprocessors Inc.

Headquartered in Postville, Iowa, Agriprocessors Inc. --
http://www.agriprocessor.com/-- operated a kosher meat and
poultry packing processors located at 220 North West Street.  The
Company maintains an executive office with 50 employees at 5600
First Avenue in Brooklyn, New York.  The Company filed for Chapter
11 protection on November 4, 2008 (Bankr. E.D.N.Y. Case No. 08-
47472).  The case, according to McClatchy-Tribune, has been
transferred to Iowa.  Kevin J. Nash, Esq., at Finkel Goldstein
Rosenbloom & Nash, represents the Company in its restructuring
effort.  In its petition, the Company listed assets of
$100 million to $500 million and debts of $50 million to
$100 million.

Agriprocessors Inc.'s reorganization case has been converted to
liquidation under Chapter 7, at the consent of the Chapter 11
trustee appointed to take over the estate.  The Chapter 11 trustee
will now serve as trustee in the Chapter 7 case to liquidate the
Debtor's remaining assets and provide distributions to creditors.


AMERICAN INT'L: Ontario Teachers Acquires United Guaranty Canada
----------------------------------------------------------------
A private investor group, in which Ontario Teachers' Pension Plan,
is the lead sponsor, has entered into a definitive agreement to
acquire American International Group, Inc.'s Canadian mortgage
insurance business, AIG United Guaranty Mortgage Insurance Company
Canada.  Terms of the transaction were not disclosed.

"We believe the mortgage insurance industry in Canada to be an
attractive market, and that United Guaranty Canada is well
positioned to grow its market position," said Erol Uzumeri, Senior
Vice-President, Teachers' Private Capital.  "The company has a
strong management team, and Teachers' is prepared to support the
growth of the business."

United Guaranty Canada, headquartered in Toronto, is the second
largest private mortgage insurance provider in Canada with assets
of C$274 million and total equity of C$127 million as of
September 30, 2009.

The transaction is subject to the fulfillment of customary closing
conditions and receipt of regulatory approval.

The Wall Street Journal's Lavonne Kuykendall says the deal follows
news last month that Harel Insurance Investments and Financial
Services Ltd. agreed to acquire AIG's Israel mortgage insurance
business EMI Ltd. for $35.5 million.  EMI's net profit for the
first three quarters of 2009 was $14.2 million, Harel said.

AIG has been selling noncore assets to repay its government
bailout.

                  About Teachers' Private Capital

Teachers' Private Capital -- http://www.otpp.com/-- is one of the
world's largest private equity investors.  It is the private
investment department of the Ontario Teachers' Pension Plan, the
largest single-profession pension plan in Canada.  The Ontario
Teachers' Pension Plan is an independent corporation responsible
for investing the fund and administering the pensions of Ontario's
284,000 active and retired teachers.

                             About AIG

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

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

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


AMIDEE 2006: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Amidee 2006 Preferred-Corpus, Ltd.
          dba The Atrium
        14420 W. Sylvanfield Drive, Suite 100
        Houston, TX 77014

Bankruptcy Case No.: 10-20007

Chapter 11 Petition Date: January 4, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Matthew Scott Okin, Esq.
                  Okin Adams & Kilmer LLP
                  1113 Vine Street, Suite 201
                  Houston, TX 77002
                  Tel: (713) 228-4100
                  Fax: (888) 865-2118
                  Email: mokin@oakllp.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
16 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/txsb10-20007.pdf

The petition was signed by James T. Cook, Jr.


AMR CORP: American Airlines Unit Reports December Traffic
---------------------------------------------------------
American Airlines reported a December load factor of 80.6%, an
increase of 1.4 points versus the same period last year. Traffic
decreased 1.6% and capacity decreased 3.3% year over year.

Domestic traffic decreased 2.1% year over year on 1.8% less
capacity. International traffic decreased by 0.7% relative to last
year on a capacity decrease of 5.6%.

American boarded 7.1 million passengers in December.

                      About AMR Corporation

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

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

AMR Corp. reported a net loss of US$390 million for the second
quarter of 2009, or US$1.39 per share.  At June 30, 2009, the
Company had US$24.1 billion in total assets; US$8.2 billion in
total current liabilities, US$8.3 billion in long- term debt, less
current maturities, US$572 million in obligations under capital
leases, less current obligations, US$6.8 billion in pension and
postretirement benefits, and US$3.1 billion in other liabilities,
deferred gains and deferred credits; resulting in a US$3.0 billion
stockholders' deficit.

                      *     *     *

As reported in the Troubled Company reporter on November 4, 2009,
Moody's Investors Service assigned a B1 rating to the US$276
million of senior secured notes due August 2016 of American
Airlines, Inc., which were privately-placed on July 31, 2009.
Moody's is maintaining its other ratings of American and its
parent AMR Corporation, including the Caa1 Corporate Family and
Probability of Default ratings and the SGL-2 Speculative Grade
Liquidity rating.  The outlook is stable.


AMR CORP: Willing to Invest in JAL Even in Bankruptcy
-----------------------------------------------------
Will Ris, in charge of government affairs at American Airlines,
told Reuters American is considering sweetening its $1.1 billion
investment proposal for Japan Airlines and would be willing to
invest in JAL even if it goes into bankruptcy.

"We want to be flexible in terms of our ability to enhance our
proposal and we have been continually in conversation with Japan
Airlines about that," Mr. Ris told Reuters.

"We are looking at every possibility to make our proposal more
attractive," he said.

According to Mr. Ris, "We are OK either way and what we want to do
is position ourselves so that we can act very quickly depending on
which scenario takes place and make our capital investment
available at that time."

The state-backed Enterprise Turnaround Initiative Corp of Japan
has proposed a bankruptcy procedure as the most transparent way to
restructure JAL, and is now in the process of convincing
creditors, sources have told Reuters.

As reported by the Troubled Company Reporter on January 5, 2010,
The New York Times' DealBook said Haruka Nishimatsu, the president
of Japan Airlines, told The Asahi Shimbun newspaper he preferred
Delta Air Lines as the carrier's overseas partner to American
Airlines.  Mr. Nishimatsu also told Asahi he opposes the plan to
place the cash-strapped airline in bankruptcy, suggesting tough
negotiations ahead between the airline and the ETIC.  "The image
(of bankruptcy) would affect us and we would lose customers," Mr.
Nishimatsu told the newspaper.

"If we lose recognition from customers, restructuring would be
difficult and this will trouble the ETIC too."

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

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

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

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

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

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

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

                          About AMR Corp.

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

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

                          *     *     *

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

                       About Delta Air Lines

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

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

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

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

                           *     *     *

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

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

                             About JAL

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

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

                           *     *     *

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


ANGELO MELVIN COOPER: Case Summary & 14 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Angelo Melvin Cooper, Sr.
        2092 Clipper Park Road
        Baltimore, MD 21211

Bankruptcy Case No.: 10-10120

Chapter 11 Petition Date: January 4, 2010

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: David W. Cohen, Esq.
                  Law Office of David W. Cohen
                  1 N. Charles St., Ste. 350
                  Baltimore, MD 21201
                  Tel: (410) 837-6340
                  Email: dwcohen79@jhu.edu

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 $1,230,783,
and total debts of $1,473,472.

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

             http://bankrupt.com/misc/mdb10-10120.pdf

The petition was signed by Angelo Melvin Cooper, Sr.


APPLIED SOLAR: Quercus Trust Sells Stake to Joseph Bartlett
-----------------------------------------------------------
The Quercus Trust, David Gelbaum and Monica Chavez Gelbaum as
trustees of Quercus Trust, disclose that they no longer own shares
of Applied Solar Inc. common stock.

On December 21, 2009, Quercus Trust and Joseph P. Bartlett -- an
attorney and the sole shareholder of The Law Offices of Joseph P.
Bartlett, a Professional Corporation -- entered into a Securities
Purchase Agreement, pursuant to which Quercus Trust disposed of
these securities for a total sales price of $100:

     (i) Warrant to purchase up to 232,643,678 shares of Common
         Stock with an exercise price of $0.087 per share and
         expiration date of 9/19/2010;

    (ii) Warrant to purchase up to 17,467,876 shares of Common
         Stock with an exercise price of $0.087 per share and
         expiration date of 9/19/2014;

   (iii) Warrant to purchase up to 3,577,891 shares of Common
         Stock with an exercise price of $0.087 per share and
         expiration date of 10/30/2015;

    (iv) Warrant to purchase up to 3,653,564 shares of Common
         Stock with an exercise price of $0.087 per share and
         expiration date of 6/3/2015;

     (v) Warrant to purchase up to 847,655 shares of Common Stock
         with an exercise price of $0.087 per share and expiration
         date of 6/10/2015;

    (vi) Warrant to purchase up to 235,000,000 shares of Common
         Stock with an exercise price of $0.067 per share and
         expiration date of 9/18/2015;

   (vii) Warrant to purchase up to 15,123,300 shares of Common
         Stock with an exercise price of $0.067 per share and
         expiration date of 10/5/2011;

  (viii) Warrant to purchase up to 15,123,300 shares of Common
         Stock with an exercise price of $0.067 per share and
         expiration date of 1/15/2012; and

    (ix) Convertible Note dated 9/19/2007 in the principal amount
         of $20,000,000 with a conversion price of $0.087.

The Trust ceased to be beneficial owners of more than 5% of the
outstanding shares of Common Stock.

Mr. Bartlett as of December 21 beneficially owns 753,322,321
shares of Applied Solar Common Stock.  The Securities represent
84.8% of the total outstanding shares of Common Stock -- based on
134,642,515 shares of Common Stock as reported on Applied Solar's
10-Q filed with the SEC on April 20, 2009, and after giving effect
to the exercise and conversion of the Securities.  Mr. Bartlett
has sole voting and dispositive power with respect to his
beneficial ownership of 753,322,321 shares of Common Stock.

                    About Applied Solar Inc.

Applied Solar, Inc., was a "next-generation" solar energy company.
The Company developed, commercialized and licensed clean energy
solutions, innovative solar products and energy management
applications.

Applied Solar was formerly known as Barnabus Energy Inc., Barnabus
Enterprises Inc. and Open Energy Corporation.  Applied Solar Inc.
and its affiliate Solar Communities I LLC filed for Chapter 11 on
July 24 (Bankr. D. Del. Lead Case No. 09-12623).  Katherine J.
Clayton, Esq., represents the Debtors as counsel.  In its
petition, the Debtor listed between $1 million and $10 million in
assets, and between $10 million and $50 million in debts.

Chapter 11 debtor Applied Solar is now known ASI Liquidating Co.,
following the 11 U.S.C. Sec. 363 sale of its assets to The Quercus
Trust.


ARET KOCOGLU: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Aret Kocoglu
        3833 Paseo Higalgo
        Malibu, CA 90265

Bankruptcy Case No.: 10-10070

Chapter 11 Petition Date: January 4, 2010

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

Judge: Maureen Tighe

Debtor's Counsel: Stephen F. Biegenzahn, Esq.
                  4300 Via Marisol, Ste 764
                  Los Angeles, CA 90042-5079
                  Tel: (213) 617-0017
                  Fax: (480) 247-5977
                  Email: efile@sfblaw.com

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

Estimated Debts:

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

The petition was signed by Aret Kocoglu.


AUTO SPA PROPERTIES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Auto Spa Properties of Canton, LLC
        P.O. Box 4428
        Canton, GA 30114

Bankruptcy Case No.: 10-60374

Chapter 11 Petition Date: January 4, 2010

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: William L. Rothschild, Esq.
                  Ellenberg, Ogier, Rothschild & Rosenfeld
                  170 Mitchell Street, S.W.
                  Atlanta, GA 30303-3424
                  Tel: (404) 525-4000
                  Email: br@eorlaw.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 Steve Anderson.


AVISTAR COMMUNICATIONS: James Zeigon Steps Down as Director
-----------------------------------------------------------
Avistar Communications Corporation said James W. Zeigon has
stepped down from his position as an Avistar board member.  Mr.
Zeigon was an appointed board member on June 2, 2004, and has
played an important role in shaping Avistar's strategy while
providing the support needed to grow the company.  His experience
as a business leader and respected individual within the financial
services community helped Avistar address the needs of the
financial services industry, while building a business focused on
addressing the emerging unified visual communications market.

Dr. Gerald J. Burnett, Avistar Chairman, said, "We were delighted
when Jim accepted our offer to join the Avistar board back in
2004.  He has been instrumental in helping Avistar grow during a
very challenging period in its history.  Jim's contribution to the
company's success is immeasurable and he leaves Avistar having
helped make the company stable and empowered to succeed in the
quickly expanding visual communications market.  Jim is stepping
down to focus on his personal endeavors and other board interests.
We wish Jim all the best and thank him for his years of dedicated
service on the board."

                   About Avistar Communications

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

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

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


BCM MAJESTIC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: BCM Majestic Corporation
        1755 Wittington Place, Suite 340
        Dallas, TX 75234

Bankruptcy Case No.: 10-30142

Chapter 11 Petition Date: January 4, 2010

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

Judge: Stacey G. Jernigan

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

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

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

The petition was signed by Ronald F. Akin, CFO, president of the
company.


BEAZER HOMES: Reports New Home Orders and Closings for Dec. Qtr
---------------------------------------------------------------
Beazer Homes USA, Inc., on Tuesday released preliminary unit net
orders and closings from continuing operations for the quarter
ended December 31, 2009.

                  New Orders (Units)
                  For the Quarter Ended December 31,
                  2009       2008        % Change
                  ----       ----        --------
     West          357        253          41.1%
     East          274        201          36.3%
     Southeast      97         79          22.8%
                  ----       ----        --------
        Total      728        533          36.6%

                  Closings (Units)
                  For the Quarter Ended December 31,
                  2009       2008        % Change
                  ----       ----        --------
     West          406        439          -7.5%
     East          388        271          43.2%
     Southeast     167        180          -7.2%
                  ----       ----        --------
        Total      961        890           8.0%

                       About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

At September 30, 2009, Beazer had $2,029,410,000 in total assets,
including $507,339,000 in cash and cash equivalents, against
$1,832,855,000 in total liabilities, resulting in $196,555,000 in
stockholders' equity.  Beazer had $374,851,000 in stockholders'
equity at September 30, 2008.

                          *     *     *

Beazer carries S&P's "CCC" corporate credit rating and "D" senior
unsecured notes rating.   On August 18, 2009, S&P lowered the
Company's corporate credit rating to SD (selective default) and
lowered the rating of the Company's senior unsecured notes from
CCC- to D following the Company's repurchase of $115.5 million of
its senior unsecured notes on the open market at a discount to
face value, which S&P determined to constitute a de facto
restructuring under its criteria.

Beazer carries Moody's "Caa2" probability of default rating to the
Company and "Caa2" senior notes rating.

On March 12, 2009, Fitch lowered Beazer's issuer-default rating
from "B-" to "CCC" and its senior notes from "CCC+/RR5" to
"CC/RR5".


BEAZER HOMES: To Sell 18MM Shares and $50MM of 2013 Sub Notes
-------------------------------------------------------------
Beazer Homes USA, Inc. is commencing concurrent underwritten
public offerings of common stock and mandatory convertible
subordinated notes.  The offerings will include the issuance of
18,000,000 shares of the Company's common stock and $50.0 million
aggregate principal amount of mandatory convertible subordinated
notes due 2013.

In addition, the Company intends to grant the underwriters a 30-
day option to purchase up to an additional 15% of the shares and
mandatory convertible notes sold to cover over-allotments.
Citigroup Global Markets Inc. and Credit Suisse Securities (USA)
LLC are serving as the joint book-running managers for the
offerings, Deutsche Bank Securities Inc. and UBS Securities LLC
will serve as joint lead managers and Moelis & Company LLC will
serve as co-manager.

The Company intends to use the net proceeds from the offerings to
replenish funds used to redeem in full the Company's 8-5/8% Senior
Notes due 2011, which the Company will call for redemption prior
to the closing of the offerings, and for other general corporate
purposes including, without limitation, funding (or replenishing
cash that has been used to fund) repurchases of the Company's
outstanding senior notes that the Company may make from time to
time.

The shares and mandatory convertible notes will be issued pursuant
to an effective shelf registration statement filed with the
Securities and Exchange Commission on Form S-3.  Preliminary
prospectus supplements related to the offerings will be filed with
the Securities and Exchange Commission and will be available on
the SEC's website, http://www.sec.gov.Copies of the preliminary
prospectus supplements and the accompanying base prospectus
related to the offerings may be obtained from: Citigroup Global
Markets Inc., Brooklyn Army Terminal, 140 58th Street, 8th Floor,
Brooklyn, NY 11220 (Attention: Prospectus Department; Telephone:
800-831-9146; E-mail: batprospectusdept@citi.com) or Credit Suisse
Securities (USA) LLC, Prospectus Department, One Madison Avenue,
New York, NY 10010 (Telephone: 800-221-1037).

                       About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

At September 30, 2009, Beazer had $2,029,410,000 in total assets,
including $507,339,000 in cash and cash equivalents, against
$1,832,855,000 in total liabilities, resulting in $196,555,000 in
stockholders' equity.  Beazer had $374,851,000 in stockholders'
equity at September 30, 2008.

                          *     *     *

Beazer carries S&P's "CCC" corporate credit rating and "D" senior
unsecured notes rating.   On August 18, 2009, S&P lowered the
Company's corporate credit rating to SD (selective default) and
lowered the rating of the Company's senior unsecured notes from
CCC- to D following the Company's repurchase of $115.5 million of
its senior unsecured notes on the open market at a discount to
face value, which S&P determined to constitute a de facto
restructuring under its criteria.

Beazer carries Moody's "Caa2" probability of default rating to the
Company and "Caa2" senior notes rating.

On March 12, 2009, Fitch lowered Beazer's issuer-default rating
from "B-" to "CCC" and its senior notes from "CCC+/RR5" to
"CC/RR5".


BERRY PLASTIC: Inks Deal With Banks to Increase Loan to $500MM
--------------------------------------------------------------
Berry Plastics Group Inc. and certain of its subsidiaries entered
into an Incremental Assumption Agreement with Bank of America,
N.A. and Barclays Bank PLC to increase the commitments under its
revolving credit facility by $100 million to a total of
$500 million.

Additionally, pursuant to the Incremental Agreement, the interest
rate on loans under the Revolving Facility was increased by 0.25%
for any quarterly period in which quarterly average daily
borrowing availability exceeds 75%.

The company also obtained consent from the requisite lenders under
the Revolving Facility to add a number of subsidiaries of Berry
Plastics as borrowers under such facility.   Adding the
subsidiaries as borrowers allows Berry Plastics to include the
assets of those entities in the borrowing base under the Revolving
Facility.  Prior to the effectiveness of the consent, each of the
New Borrowers was already a guarantor of Berry Plastics' and the
other borrowers' obligations under the Revolving Facility.

                      About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At June 27, 2009 the Company had 64 production
and manufacturing facilities, with 58 located in the United
States.  Berry is a wholly-owned subsidiary of Berry Plastics
Group, Inc.  Berry Group is primarily owned by affiliates of
Apollo Management, L.P. and Graham Partners.  Berry, through its
wholly owned subsidiaries operates in four primary segments: Rigid
Open Top, Rigid Closed Top, Flexible Films, and Tapes/Coatings.
The Company's customers are located principally throughout the
United States, without significant concentration in any one region
or with any one customer.

At September 26, 2009, the Company had total assets of
$4.401 billion against total liabilities of $4.079 billion,
resulting in stockholders' equity of $321.7 million.  Berry
Plastics reported a net loss of $26.2 million for the fiscal year
ended September 26, 2009, from a net loss of $101.1 million for
fiscal year ended September 27, 2008, and net loss of
$116.2 million for fiscal year ended September 27, 2008.

                          *     *     *

As reported by the Troubled Company Reporter on June 10, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Berry Plastics Group to 'B-' from 'SD' and the senior
unsecured debt rating to 'CCC' from 'D'.  The recovery ratings on
Group's senior unsecured debt remain unchanged at '6', indicating
S&P's expectation for negligible recovery (0% to 10%) in a payment
default.  S&P affirmed all its ratings on Group's wholly owned
operating subsidiary Berry Plastics Corp.  The outlook is stable.


BILL HEARD: Top Hat Plan Rabbi Trust Asset of the Estate
--------------------------------------------------------
WestLaw reports that assets in a rabbi trust established by a
Chapter 11 debtor for the purpose of setting aside deferred
compensation amounts to which certain key employees were entitled
under their top hat plans, which assets, pursuant to the express
terms of the trust instrument, were subject to the claims of the
debtor's general creditors in the event of insolvency, were
included in the "property of the estate."  They were not excluded
under a statutory exclusion for any amount "withheld by an
employer from the wages of employees" for payment as contributions
to an employee benefit plan or "received by an employer from
employees" for payment as contributions to such a plan.  Under the
terms of the top hat plans, the key employees had no present
entitlement to funds contributed to the trust, so that these funds
were "withheld" from employees' wages nor "received" from
employees, within meaning of 11 U.S.C. Sec. 541(b)(7).  In re Bill
Heard Enterprises, Inc., --- B.R. ----, 2009 WL 3765393 (Bankr.
N.D. Ala.).

                  About Bill Heard Enterprises

Headquartered in Huntsville, Alabama, Bill Heard Enterprises Inc.
-- http://www.billheardhuntsville.com/-- was one of the largest
Chevrolet dealers in the United States.  The company and 17 of
its affiliates filed for Chapter 11 protection (Bankr. N.D. Ala.
Case No. 08-83028) on Sept. 28, 2008.  Derek F. Meek, Esq.,
at Burr & Forman, LLP, represents the Debtors in their
restructuring efforts.  An official committee of unsecured
creditors has been appointed in the bankruptcy cases.  Kilpatrick
Stockton LLP represents the Committee.  When the Debtors filed for
protection from their creditors, they estimated their assets and
debts at more than $500 million.


BLUE HERON: Drop in Revenue Prompts Chapter 11 Filing
-----------------------------------------------------
Matthew Graham at the Oregon City News, citing papers filed with
the court, says Blue Heron Paper Company filed for Chapter 11
bankruptcy after its revenue dropped to $107 million in 2009 from
$150 million last year.

The Company owes about $14.8 million in loan to Wells Fargo Bank;
$1 million, Oregon Department of Energy; and $4.4 million, Sempra
Energy Solutions, Mr. Graham notes.

Blue Heron Paper Company -- http://www.blueheronpaper.com/
-- produces newsprint, and high bright and heavyweight groundwood
specialty printing papers.

Blue Heron Paper Company filed for Chapter 11 on Dec. 31, 2009
(Bankr. D. Ore. Cse No. 09-40921).  Brandy A. Sargent, Esq.,
represents the Debtor in its restructuring effort.  The petition
says that assets and debts both range from $10,000,001 to
$50,000,000.


CAPITAL GROWTH: Inks Asset Purchase Deal With Global Telecom
------------------------------------------------------------
Capital Growth Systems Inc., Global Capacity Group Inc. and Global
Capacity Direct, LLC (fka Vanco Direct USA, LLC) entered into an
asset purchase agreement for the assignment of certain off network
circuit contracts with Global Telecom & Technology Americas Inc.

Under the APA, the companies agreed to assign and otherwise
transfer to Global Telecom (a) certain service level agreements
between GCG or Vanco and certain customers under which GCG or
Vanco agreed to provide such Customers with point-to-point
circuits for the transmission of data; (b) all rights under such
Customer Contracts; (c) copies of all books and records in the
Sellers' possession relating the Customer Contracts; and (d) any
deposits previously provided to the companies.  The Customer
Contracts represent an aggregate of approximately $2,153,000 of
monthly recurring revenue and approximately $535,000 of monthly
recurring margin.  None of the subject Customer Circuits comprises
any of the Companies' core business known as "One Market Place."

In exchange for the Purchased Assets, the companies agreed to pay
Global Telecom an aggregate purchase price of $8,000,000, provided
that all of such Customer Contracts are duly assigned, with the
purchase price to be reduced on a ratable basis with respect to
any Customer Contracts that are not assigned.

The APA also provides Sellers the right to substitute in
additional Customer Contracts that are generated through the
Closing Date to the extent that the currently scheduled Customer
Contracts are generated prior to the outside date for closing of
the APA.  As of the date of the APA, the scheduled Customer
Contracts presently represent approximately $7,844,000 of purchase
price amount according to the gross margin formula utilized by
Sellers and the Buyer.

The APA calls for an "Initial Closing" on such date as not less
than 75% of the Customer Contracts are ready for assignment,
subject to satisfaction of additional closing conditions set forth
below.  The APA contemplates that, to the extent that not all of
the Customer Contracts are assigned at the Initial Closing,
additional closings can be held until the outside date, as
additional consents are provided andr additional Customer
Contracts are added.

The Global Telecom is entitled to a credit against the purchase
price payments for the amount of any payments applied to satisfy
pre-closing liabilities of Sellers to the Suppliers of the
circuits, and to the extent of any deposit liabilities of Sellers
assumed by the Buyer with respect to deposits funded on Customer
Contracts.  The APA provides that all revenues and liabilities
associated with each Customer Contract up to the Closing Date for
the assignment of that Customer Contract shall inure to the
Sellers and following the Closing, to the Buyer.

                           Going Concern

At September 30, 2009, the Company had total assets of $50,008,000
against total liabilities of $81,513,000, resulting in
shareholders' deficit of $31,505,000.  At December 31, 2009, the
Company had shareholders' deficit of $1,797,000.

The Company said its net working capital deficiency, recurring
operating losses, and negative cash flows from operations raise
substantial doubt about its ability to continue as a going
concern.  However, the successful delivery on major customer
contracts entered into since mid-2008 and continued success in
closing these types of contracts are expected to move the Company
into profitability.  In addition to those new contracts,
Management believes that the inclusion of VDUL's business and cash
flows will have a positive impact on future results.  At the same
time, expenses are managed closely and lower-cost outsource
opportunities are given case-by-case consideration.

Notwithstanding, the Company continues to find support among its
shareholders and other investors, as evidenced by the $5.6 million
and $35.8 million financing completed in 2009 and 2008.  This
capital was used to fund the VDUL acquisition, to strengthen its
core logistics business model, and to support existing operations.

                        About Capital Growth

Capital Growth Systems, Inc., and its subsidiaries operate in one
reportable segment as a single source telecom logistics provider
in North America and the European Union.  The Company helps
customers improve efficiency, reduce cost, and simplify operations
of their complex global networks -- with a particular focus on
access networks.


CAPMARK FINANCIAL: Seeks to Halt Court Fight With Hedge Funds
-------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Capmark Financial
Group Inc. asked a bankruptcy judge to temporarily halt a New York
court fight between a Deutsche Bank AG unit and hedge funds owed
$800 million, and move the case to Delaware, where the bankruptcy
is pending.  Capmark claims the New York lawsuit would distract
managers from reorganizing the company.

According to the report, the hedge funds, which include Perry
Partners LP, TPG Credit Strategies Fund LP and Aurelius Capital
Masters Ltd., sued Deutsche Bank in October.  The hedge funds
claim Deutsche Bank changed the terms governing Capmark's
unsecured notes to allow Capmark to issue $1.5 billion in new,
collateralized senior debt. This damaged the hedge funds because
the new debt would be repaid before the $800 million in notes.

                      About Capmark Financial

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

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

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

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

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


CAPMARK FINANCIAL: Hits Back Against Noteholder Action
------------------------------------------------------
Law360 reports that Capmark Financial Group Inc. struck back
Tuesday against a group of noteholders, seeking to block its claim
that the insertion of three words in a contract amounted to a
critical change in the terms of some of the $2.55 billion in
unsecured notes Capmark issued in 2007.

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

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

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

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

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


CAPMARK FINANCIAL: Goldman a "Substantial Equity Shareholder"
-------------------------------------------------------------
Goldman Sachs Group, Inc., disclosed in a Court filing that it is
a substantial equity shareholder with respect to the equity
securities of Capmark Financial Group Inc.  As of December 17,
2009, Goldman indirectly beneficially owned shares of the CFGI
Stock, the amount of which Goldman did not disclose.

                      About Capmark Financial

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

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

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

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

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


CAPMARK FINANCIAL: Panel Wins Nod to Hire Kramer Levin as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Capmark Financial
Group Inc.'s cases obtained permission from the Bankruptcy Court
to retain Kramer Levin Naftalis & Frankel LLP as its counsel,
effective as of November 2, 2009.

In addition to acting as primary spokesman for the Committee,
Kramer Levin will assist, advise and represent the Committee with
respect to:

  (a) the administration of the Chapter 11 cases and the
      exercise of oversight with respect to the Debtors'
      affairs including all issues in connection with the
      Debtors, the Committee, and the Chapter 11 Cases;

  (b) the preparation on behalf of the Committee of necessary
      applications, motions, memoranda, orders, reports and
      other legal papers;

  (c) appearances in Court and at statutory meetings of
      creditors to represent the interests of the Committee;

  (d) the negotiation, formulation, drafting and confirmation of
      a plan or plans of reorganization and related matters,
      including the negotiation of any "Section 363" sales of
      any of the Debtors' assets;

  (e) the investigation, if any, as the Committee may desire
      concerning, among other things, the assets, liabilities,
      financial condition, sale of any of the Debtors'
      businesses, and operating issues concerning the Debtors
      that may be relevant to the Chapter 11 Cases;

  (f) communications with the Committee's constituents and
      others at the direction of the Committee in furtherance of
      its responsibilities, including, but not limited to,
      communications required under Section 1102 of the
      Bankruptcy Code; and

  (g) the performance of all of the Committee's duties and
      powers under the Bankruptcy Code and the Bankruptcy Rules
      and the performance of other services as are in the
      interests of those represented by the Committee.

Kramer Levin will be paid pursuant to the firm's standard hourly
rates.  It is anticipated that these professionals will represent
the Committee:

  Professional                 Rate/Hour
  ------------                 ---------
  Thomas Moers Mayer           $930
  Kenneth Kopelman             $835
  Amy Caton                    $680
  Joshua Brody                 $635
  Sarah Schindler-Williams     $485
  Joseph Shifer                $485
  Andrew Nick                  $385
  Lauren Wierman               $275

The firm will also be reimbursed for its out-of-pocket expenses
including, among others, word processing, secretarial time,
telecommunications, photocopying, postage and package delivery
charges, court fees, transcript costs, travel expenses, expenses
for "working meals" and computer-aided research.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
in New York, assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                        *     *     *

The U.S. Trustee provided informal comments in connection with the
Application.  At a November 10, 2009 hearing, the Court entered an
oral ruling denying the retention of Kramer Levin Naftalis &
Frankel LLP under Section 328(a) of the Bankruptcy Code.

Accordingly, the Committee delivered to the Court a revised form
of proposed order seeking approval of Kramer's retention solely
under Section 1103 of the Bankruptcy Code.  The Application was
approved following the submission of the revised proposed order.

                      About Capmark Financial

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

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

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

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

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


CATHOLIC CHURCH: Creditors Oppose Delay of Abusers List Posting
---------------------------------------------------------------
The Diocese of Davenport asked the U.S. Bankruptcy Court for the
Southern District of Iowa to reconsider the Court's minute order
dated October 9, 2009, which requires the Diocese to post a list
on its Web site of "23 accused abusers for whose acts claims were
paid."

D. Michl Uhde and other undisclosed and confidential creditors
filed an opposition to the Diocese of Davenport's request to
reconsider the U.S. Bankruptcy Court for the Southern District of
Iowa's minute order dated October 9, 2009, which requires the
Diocese to post a list on its Web site of "23 accused abusers for
whose acts claims were paid."

Representing the objecting creditors, Craig Levien, Esq., at
Betty, Neuman & McMahon, P.L.C., in Davenport, Iowa, tells the
Court that he represented the underage individual, who Msgr. Drake
Shaffer was found to have improper contact with by the Lay Review
Board.  Mr. Levien contends that he was never advised when the
trial occurred nor was his client ever invited to attend and
testify at the trial.

Throughout its request for reconsideration, the Diocese cites
Canon Law, Mr. Levien relates.  He argues that Canon Law has no
application and no authoritative significance to the Bankruptcy
Court.  He points out that that the Court has sole and exclusive
jurisdiction to order the Diocese to produce the necessary
documents to help insure the horrific abuse of children by the
Diocesan clergy does not occur.

"It is of no value to the Court to cite 'Cannon Law' as it would
be of no value for any private organization to cite its own
internal rules and regulations and use those to attempt to prevent
the Court from doing what is necessary and what is within the sole
jurisdiction of the Bankruptcy Court," Mr. Levien says.  He adds
that the Diocese continues to engage in "blaming the victim," by
suggesting that since Steve Alex did not previously obtain
counseling, the Diocese should not be responsible for that
counseling.

The Court properly found an ambiguity in the Diocese's Plan of
Reorganization and ordered that counseling be provided, and that
the extent of the counseling and costs be reviewed in one, Mr.
Levien asserts.  Hence, he insists, there is no reason to further
review that order and it should be reaffirmed.

                 Diocese and Berger Stipulate

The Diocese of Davenport and its settlement trustee, Robert L.
Berger, submit to the U.S. Bankruptcy Court for the Southern
District of Iowa for consideration a stipulation regarding a
Court-ordered deadline.

The Diocese and Mr. Berger ask the Court to extend to January 22,
2010, the deadline by which they should file a consensus report
fine-tuning the non-monetary undertakings, or Mr. Berger, with
input from the creditors' attorney, will file a list of proposals
regarding the performance and effectiveness of the undertakings.

The Diocese will file a response to the proposals by February 12,
2010.

The Diocese and Mr. Berger previously sought and obtained the
Court's approval of their stipulation to extend the dates to
December 22 and January 15, 2010.

                    About Diocese of Davenport

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Ia. Case No. 06-02229) on Oct. 10, 2006.  Richard A.
Davidson, Esq., at Lane & Waterman LLP, represents the Davenport
Diocese in its restructuring efforts.  Hamid R. Rafatjoo, Esq.,
and Gillian M. Brown, Esq., at Pachulski Stang Zhiel Young Jones &
Weintraub LLP represent the Official Committee of Unsecured
Creditors.  In its schedules of assets and liabilities, the
Davenport Diocese reported $4,492,809 in assets and $1,650,439 in
liabilities.  The Court approved on April 3, 2008, the Diocese of
Davenport's second amended disclosure statement explaining its
joint plan of reorganization.  The Committee is a proponent to the
plan, which was confirmed on April 30, 2008.  (Catholic Church
Bankruptcy News; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Rouse Objects to Closing of Portland's Cases
-------------------------------------------------------------
Judge Elizabeth L. Perris ruled that the Archdiocese's Chapter 11
case is closed effective December 16, 2009, unless, on or before
December 15, an interested party files an objection to the
closing.

To recall, the bankruptcy case of the Archdiocese of Portland in
Oregon was reopened on February 15, 2009, for the limited purpose
of resolving Erin K. Olson's request to unseal Docket Nos. 4765
and 4766, and the Archdiocese's request to appoint a special
master and alternative request to defer protective order issue
pending outcome of arbitration, and request to preserve
confidentiality.

Ronald Rouse filed an objection to the closing, and is asking the
United States Bankruptcy Court for the District of Oregon for more
time to object "due to the bias nature and disparities of how
minority class members were treated different against civil and
constitutional rights."  He adds that evidence of the case aides
in further proceedings involving the case, which will also be used
in another civil action.

As previously reported, Judge Elizabeth L. Perris ruled that the
case is closed effective December 16, 2009, unless an interested
party files an objection to the closing.  The bankruptcy case of
was reopened on February 15, 2009, for the limited purpose of
resolving Erin K. Olson's request to unseal Docket Nos. 4765 and
4766, and the Archdiocese's request to appoint a special master
and alternative request to defer protective order issue pending
outcome of arbitration, and request to preserve confidentiality.

On July 13, 2009, those requests were resolved by the Bankruptcy
Court's entry of its order lifting protective order, lifting the
seal on filed documents, and authorizing the release of deposition
transcripts.  Father M. and Father D. subsequently filed a notice
of appeal of the Lift Order, and also a request to extend time for
filing notice of appeal.  On August 11, 2009, the Bankruptcy Court
entered its order allowing request to extend.  The appeal is
currently pending in the United States District Court for the
District of Oregon.

The Bankruptcy Court subsequently heard and overruled Mr. Rouse's
objection and denied his request.  Accordingly, the Archdiocese's
bankruptcy is re-closed.

                   About Archdiocese of Portland

The Archdiocese of Portland in Oregon filed for Chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.

The Court approved the Debtor's disclosure statement explaining
its Second Amended Joint Plan of Reorganization on February 27,
2007.  (Catholic Church Bankruptcy News; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Spokane Trustee Wants to Pay Future Claims
-----------------------------------------------------------
The Plan Trustee of the Catholic Bishop of Spokane, also known as
The Catholic Diocese of Spokane, asks authority from the United
States Bankruptcy Court for the Eastern District of Washington to
either (i) make payment of future claims approved by the Tort
Claims Reviewer, but the subject of dispute regarding their
qualification of payment, or (ii) delay payment beyond the 30-day
period required by the Diocese's Confirmed Plan of Reorganization.

The current request is based on the request to seal documents and
pleadings relating to future tort claimants in the bankruptcy case
filed by the Reorganized Debtor, and by the Plan.  The underlying
request in the Motion to Seal will challenge certain decisions of
the TCR regarding Future Tort Claims to be paid by the Plan
Trustee.

David S. Kerruish, Esq., at David S. Kerruish, P.S., in Seattle,
Washington, relates that the Confirmed Plan provides for a means
by which persons, whose claims were not resolved by the initial
tort claims review and resolution process, to present their claims
to the TCR or to the court and obtain compensation for their
injuries from the Future Tort Claims Fund administered by the Plan
Trustee.  For a claim to be compensated as a Future Tort Claim,
and the person making the claim to become a qualified Future Tort
Claimant, a determination of the qualification of both the claim
and the claimant must be made according to the terms of the Plan.

Future Tort Claims are determined by one of three processes, a
"FTC Compromise Process" or "FTC Matrix Process," both
administered by the TCR, or by litigation in the U.S. District
Court for the Eastern District of Washington.  The validity of
Future Tort Claims, which are the subject of the current dispute
are only those claims resolved by the TCR; litigation claims are
not at issue.

The confusion over the allowance of a Future Tort Claim lies in
the initial determination of a Future Tort Claimant, and the
references to "holder of Future Tort Claim" contained in the Plan.

If the TCR determines that an individual is a Future Tort
Claimant, and is entitled to allowance of a Future Tort Claim, but
the Reorganized Debtor contends that the individual fails to
qualify as a Future Tort Claimant and is not entitled to assert a
Future Tort Claim for consideration by the TCR, then the
jurisdiction of the Plan Trustee to make payment of any award made
by the TCR is in question, Mr. Kerruish says.  When the Plan
Trustee acts to make payment under the Plan, the recipient of a
payment must qualify for receipt of payment under the terms of the
Plan, and a person, who fails to qualify as a Future Tort Claimant
may, according to the Reorganized Debtor, not be entitled to
consideration of the Future Tort Claim by the TCR at all.

In other words, Mr. Kerruish questions, if a claimant does not
qualify to become a "Future Tort Claimant" by definition, can the
TCR exercise her discretion to order payment, based upon the TCR's
own interpretation of the claimant's qualification to participate
in the Plan?

The answer to the question is critical to the Plan Trustee,
because once funds are paid out by the Plan Trustee to the
claimant at the TCR's instructions, the funds cannot reasonably be
retrieved if the Reorganized Debtor later obtains an order of the
Bankruptcy Court determining that the individuals that the TCR
determined are entitled to compensation were not actually
qualified to receive the compensation awarded, Mr. Kerruish
contends.  He asserts that the Plan Trustee may risk liability for
a payment made to a claimant who, according to the Reorganized
Debtor's position, did not hold a qualified future claim within
the scope of the Plan.  He notes, however, that the Plan Trustee
is protected from liability for acts undertaken within the scope
of the Plan Trust Agreement but it is unclear whether the
Reorganized Debtor could seek to hold the Plan Trustee liable to
the Reorganized Debtor for payment of funds from the FC Fund to
someone later determined by the court to not be qualified to
receive funds from the FC Fund.

If there are funds remaining in the FC Fund when the period for
consideration of Future Tort Claims has passed, the FC Fund may be
returned to the Reorganized Debtor; therefore, the Reorganized
Debtor is a remainder beneficiary of the FC Fund, with an interest
in the preservation of the FC Fund.

Accordingly, the Plan Trustee asks the Bankruptcy Court to choose
between two alternatives -- authorizing the Plan Trustee to make
payment as required by the Plan's 30-day payment timeline for
Future Tort Claims, or excusing the Plan Trustee from the 30-day
limit and directing delay of payment until the dispute between the
Reorganized Debtor and the TCR is resolved.

                       Diocese Responds

In its response, the Diocese says that an order staying
distributions to Future Tort Claimants is supported by Sections
105(a) and 1142(b) of the Bankruptcy Code, and that staying
payments is the most practical resolution of the Plan Trustee's
Motion to Pay.

If the Bankruptcy Court authorizes payment to be made according to
the 30-day deadline in the Plan, and then finds that the Plan was
improperly implemented regarding Future Tort Claims, all of the
interested parties, including the Plan Trustee, the Diocese, and
qualifying Future Tort Claimants will be substantially and
irreparably prejudiced, Gregory J. Arpin, Esq., at Paine Hamblen
LLP, in Spokane, Washington, tells the Bankruptcy Court.  He notes
that the Plan Trustee would, then, be required to recover the
funds from the Future Tort Claimants, who received payments on
claims that should not have been allowed under the provisions of
the Plan.

Mr. Arpin contends that erroneous payments may not be recoverable,
and the FC Fund may be permanently diminished.  He adds that if
litigation is necessary to recover distributions, it appears that
the Plan would authorize the party that successfully recovers
improper distributions to be reimbursed for attorney fees and
costs, which would further diminish the FC Fund.

The Diocese, therefore, asks the Bankruptcy Court to authorize the
Plan Trustee to delay payment on those Future Tort Claims allowed
by the TCR where there is an issue as to whether the Plan has been
properly administered, and the Diocese's request to enforce Plan
and for injunctive relief can be resolved.

                   About The Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan to
the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  On April 24,
2007, the Court confirmed Spokane's second amended joint plan.
That plan is effective May 31, 2007.  (Catholic Church Bankruptcy
News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CHEMTURA CORP: Has Official Shareholders' Committee
---------------------------------------------------
Chemtura Corp. has an official shareholders' committee with seven
members appointed by the U.S. Trustee.

These equity holders have been appointed to the Committee:

  1. Strategic Value Master Fund, Ltd.
     c/o Strategic Value Partners
     100 West Putnam Avenue
     Greenwich, Connecticut 06830
     Attention: Alan J. Carr
     Tel. No. (203) 618-3576

  2. Kwok S. Wong
     25-16 Murray Street
     Flushing, New York 11354
     Tel. No. (718) 539-5914

  3. Canyon Capital Advisors
     2000 Avenue of the Stars
     11th Floor
     Los Angeles, California 90067
     Attention: Raj V. Iyer
     Tel. No. (310) 272-1140

  4. Chemtura Corporation Employee Savings Plan
     Fiduciary Counselors Inc.
     700 12th Street, NW
     Suite 700
     Washington, D.C. 20005
     Attention: Laura Rosenberg, Senior Vice President
     Tel. No. (202) 558-5135

  5. Michael Flynn
     2181 Fox Chase
     Lawrenceville, Georgia 30043
     Tel. No. (770) 318-4771

  6. Pete Esmet
     422 E. 8th Avenue
     Conshohocken, Pennsylvania 19428
     Tel. No. (856) 371-6118

  7. R.B. Huntly and O. M. Huntly
     2605-55 Charles Street, W
     Toronto, Ontario M5S2W9, Canada
     Tel. No. (416) 929-2002

                      About Chemtura Corp.

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

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

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

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


CHRYSLER LLC: Says Sales Declined 4% Year-Over-Year
---------------------------------------------------
Chrysler Group on Tuesday reported that December 2009 sales
increased 36% compared with November 2009 and 20 of 24 vehicles
posted sales increases for the same time period.

Chrysler Group reported total U.S. sales for December of 86,523
units.  Sales increased 36% month-over-month and declined 4% year-
over-year.  The company finished the year with 931,402 units sold,
a decline of 36% compared with 2008.  Inventory is down 55%
compared with December 2008, with 178,538 units in inventory,
representing a 58-day supply.  Overall industry figures for
November are projected to come in at an estimated 11.3 million
SAAR.

December Brand U.S. Sales Highlights

    * 11 Chrysler Group Vehicles saw year-over-year sales
      increases in December:

      -- Dodge car brand sales increased 25% compared with
         December 2008

      -- Dodge Caliber (up 83%, 5,389 units), Avenger (up 85%,
         3,799 units), Charger (up 16%, 6,273 units), Journey (up
         61%, 6,872 units) and Grand Caravan (up 24%, 8,563 units)
         all increased sales compared with December 2008

      -- Chrysler 300 (up 20%, 4,452 units), Sebring Sedan (up
         19%, 3,500 units), Sebring Convertible (up 47%, 937
         units) and Town & Country minivan (up 4%, 8,465 units)
         increased versus December 2008

      -- Jeep Patriot (up 6%, 2,759 units) and Liberty (up 2%,
         4,609 units) sales increased year-over-year

    * 20 of 24 Chrysler Group vehicles posted December sales
      increases versus November 2009:

      -- Jeep brand sales increased 36% compared with the previous
         month

      -- Jeep: The entire Jeep lineup posted month-over-month
         increases.  Wrangler, Liberty, Compass, Patriot, Grand
         Cherokee and Commander improved sales compared with
         November

      -- Chrysler brand sales increased 79% compared with November
         2009

      -- Chrysler Sebring Sedan, Sebring Convertible, 300,
         PT Cruiser and Town & Country had month-over-month sales
         Increases

      -- Dodge car brand sales increased 43% compared with
         November 2009

      -- Dodge: Caliber, with an all-new interior for 2010,
         Avenger, Charger, Challenger, Viper, Journey, Caravan and
         Nitro posted month-over-month increases

      -- Ram Brand sales increased 14% and the award-winning Ram
         pickup sales increased 23% versus November 2009

    * In December, overall Mopar U.S. net sales increased 8%
      compared with November 2009.  Compared to the same time
      period last year, service contracts per new unit sold
      increased 9%. Last month, in conjunction with the dealership
      network, Mopar officially opened its eStore for business at
      http://www.mopar.com, offering customers more than 100,000
      parts and accessories on-line

                           Incentives

Chrysler Group on Tuesday announced "Zero Percent Financing" for
almost all 2010 model year vehicles and the expansion of its
"Invest in America" partnership with more than 90 million Credit
Union members in the United States.  The Credit Union member-
preferred pricing program has been expanded to include all 2010
model year vehicles. The incentives are valid through March 1,
2010.

                          Chrysler Brand

Beginning Tuesday, consumers purchasing Chrysler brand vehicles
can choose 0% financing for up to 60 months or 1.9% financing for
72 months through GMAC Financial Services, or consumer cash of up
$3,000.  In addition, consumers who purchase a Chrysler 300 can
receive "no charge" all-wheel drive.  Also, consumers who purchase
a Chrysler 300 can choose a "no charge" HEMI engine in lieu of
consumer cash or 0% financing.

                            Jeep Brand

Starting Tuesday, consumers who purchase a Jeep brand vehicle can
choose 0% financing for up to 60 months or 1.9% financing for 72
months through GMAC Financial Services or consumer cash of up
$4,000. Current Jeep owners who purchase a Jeep Liberty, Commander
or Grand Cherokee also qualify for $500 owner loyalty bonus cash.

                          Dodge Car Brand

Beginning Tuesday, consumers purchasing Dodge brand vehicles can
choose 0% financing for up to 60 months or 1.9% financing for 72
months through GMAC Financial Services or consumer cash of up
$3,000. In addition, consumers who purchase a Dodge Charger can
receive "no charge" all-wheel drive.  Also, consumers who purchase
a Charger can choose a "no charge" HEMI engine in lieu of consumer
cash or 0% financing.

                          Ram Truck Brand

Starting Tuesday, consumers who purchase a Ram truck can choose 0%
financing for up to 60 months or financing as low as 1.9% for 72
months through GMAC Financial Services or consumer cash of up
$3,500.

                              Leasing

Chrysler Group is offering attractive lease rates on several
products, including:

    * Jeep Wrangler Sport two-door 4x4 for $229 per month with
      approximately $2,800 due at signing

    * Dodge Journey SE for $249 per month with approximately
      $2,800 due at signing

    * Chrysler Town & Country LX for $289 per month with
      approximately $2,900 due at signing

    * Ram 1500 Quad Cab ST 4x4 for $299 per month with
      approximately $2,900 due at signing

                     About Chrysler Group LLC

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

                           *     *     *

General Motors on Tuesday said GM dealers in the U.S. reported
160,996 retail deliveries in December -- a 7% increase compared to
last year, and a 50% increase over last month.  Retail sales of
Chevrolet, Buick, GMC and Cadillac brands were 146,419 -- up 13%
for the month.  In total, GM dealers in the U.S. delivered 208,511
vehicles in December.  This represents a total sales decline of 6%
from the previous year, driven primarily by declines in fleet
sales (33%) and in sales of non-core brands (55%).

Ford said higher sales in every product category and for every
brand propelled the Company to a 33% sales increase in December
versus a year ago.  Ford cars were up 42%, crossovers were up 51%,
sport utilities were up 33%, and trucks and vans were up 18%.
Among brands, Ford sales were up 37%, Lincoln sales were up 16%
and Mercury sales were up 6%.

According to The New York Times' Nick Bunkley, auto industry
tracking firm Autodata said Tuesday new-vehicle sales in the
United States increased 15% in December.  But for the year,
foreign and domestic automakers combined sold only about 10.4
million vehicles; that was down 21% from 2008.

The Times relates Jesse Toprak, vice president for industry trends
and insights at TrueCar.com, a site that tracks sales and pricing,
said, "The healing has started, but we're nowhere near fully
healthy yet."

NY Times says Chrysler fell to fifth place for the full year for
the first time, edged out by Honda, whose sales rose 24% in
December.

NY Times also reports nearly all foreign automakers said their
United States sales increased last month when compared with
December 2008.  According to the Times, sales were up 44% at Kia,
41% at Hyundai, 32% at Toyota, 18% at Nissan and 16% at
Volkswagen.

Only three automakers -- Hyundai and Kia, which are affiliated,
and Subaru -- sold more vehicles in 2009 than they did in 2008,
the report notes.

The Times reports automakers expect the year ahead to be much less
turbulent than 2009.

                        About Chrysler LLC

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

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

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)


CITADEL BROADCASTING: Hires KCC as Claims & Notice Agent
--------------------------------------------------------
Citadel Broadcasting Corp. and its units sought and obtained the
Court's authority to employ Kurtzman Carson Consultants LLC as
their noticing and claims agent.

Randy L. Taylor, the Debtors' chief financial officer, pointed
out that although the office of the Clerk of the United States
Bankruptcy Court for the Southern District of New York ordinarily
would serve notice on the Debtors' creditors and other parties-
in-interest and administer claims against the Debtors, the
Clerk's Office may not have the resources to undertake the tasks,
especially in light of the sheer magnitude of the Debtors'
creditor body and the tight timelines that frequently arise in
Chapter 11 cases.

The Debtors estimate they have more than 10,000 potential
creditors.

As the Debtors' Noticing and Claims Agent, Kurtzman Carson will
perform these services:

  (a) notifying all potential creditors of the filing of the
      bankruptcy petitions and of the setting of the first
      meeting of creditors, pursuant to Section 341(a) of the
      Bankruptcy Code, under the proper provisions of the
      Bankruptcy Code and the Federal Rules of Bankruptcy
      Procedure as determined by Debtors' counsel;

  (b) preparing and serving required notices in the Chapter 11
      cases, including:

         * a notice of the commencement of the Chapter 11
           cases and the initial meeting of creditors under
           Section 341(a) of the Bankruptcy Code;

         * notices of objections to claims;

         * notices of any hearings on a disclosure statement and
           confirmation of a plan or plans of reorganization;
           and

         * any other miscellaneous notices as the Debtors or
           Court may deem necessary or appropriate for an
           orderly administration of the Chapter 11 cases;

  (c) maintaining an official copy of the Debtors' schedules of
      assets and liabilities and statement of financial affairs,
      listing the Debtors' known creditors and the amounts owed
      thereto;

  (d) providing access to the public for examination of copies
      of the proofs of claim or proofs of interest filed in the
      Chapter 11 cases without charge during regular business
      hours;

  (e) furnishing a notice of the last date for the filing of
      proofs of claim and a form for the filing of a proof of
      claim, after the notice and form are approved by the
      Court;

  (f) filing with the Clerk's Office an affidavit or certificate
      of service which includes a copy of the notice, a list of
      persons to whom it was mailed, and the date and manner
      mailed, within 10 days of service;

  (g) docketing all claims received by the Clerk's Office,
      maintain the official claims registers for each Debtor on
      behalf of the Clerk's Office, and provide the Clerk's
      Office with certified duplicate, unofficial Claims
      Registers on a monthly basis, unless otherwise directed;

  (h) recording all transfers of claims, pursuant to Rule
      3001(e) of the Federal Rules of Bankruptcy Procedure, and
      provide any notices of the transfers required by
      Rule 3001(e);

  (i) specifying, in the applicable Claims Register, these
      information for each claim docketed:

         * the claim number assigned;

         * the date received;

         * the name and address of the claimant and agent, if
           applicable, who filed the claim; and

         * the classifications of the claim;

  (j) relocating, by messenger, all of the actual proofs of
      claim filed with the Court to Kurtzman Carson, not
      less than weekly;

  (k) upon completion of the docketing process for all claims
      received to date by the Clerk's Office for each case, turn
      over to the Clerk's Office copies of the Claims Register
      for the Clerk's Office's review;

  (l) making changes in the Claims Registers pursuant to a Court
      Order;

  (m) maintaining the official mailing list for each Debtor of
      all entities that have filed a proof of claim, which list
      will be available upon request by a party-in-interest or
      the Clerk's Office;

  (n) assisting with, among other things, solicitation and
      calculation of votes and distribution as required in
      furtherance of confirmation of a plan of reorganization;

  (o) providing any other claims processing, noticing and
      administrative services as may be requested from time to
      time by the Debtors;

  (p) filing with the Court the final version of the Claims
      Register immediately before the closing of the Chapter 11
      cases;

  (q) 30 days prior to the close of the Chapter 11 cases, an
      order dismissing Kurtzman Carson will be submitted
      terminating the services of KCC upon completion of its
      duties and responsibilities and upon the closing of these
      cases; and

  (r) at the close of the case, box and transport all original
      documents, in proper format, as provided by the Clerk's
      Office, to the Federal Archives Record Administration,
      located at Central Plains Region, 200 Space Center Drive,
      Lee's Summit, MO 64064.

In addition, Kurtzman Carson will assist the Debtors with, among
other things: (a) maintaining and updating the master mailing
lists of creditors; (b) gathering data in conjunction with the
preparation of the Debtors' schedules of assets and liabilities
and statements of financial affairs; (c) tracking and
administration of claims; and (d) performing other administrative
tasks pertaining to the administration of the Chapter 11 cases as
may be asked by the Debtors or the Clerk's Office.

The Debtors gave Kurtzman Carson a $50,000 retainer for services
to be performed and expenses to be incurred.  The retainer will
be an "evergreen retainer."  Invoices will be drawn down from the
retainer and Kurtzman Carson's payments will then be deposited
into the retainer to return the retainer to the original $50,000.

The Debtors will pay Kurtzman Carson for its services, expenses
and supplies at the rates Kurtzman Carson and in effect on the
day the services or supplies are provided and according to
Kurtzman Carson's fee structure.

Michael J. Frishberg, the vice president of corporate
restructuring services of Kurtzman Carson, assures the Court that
his firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

                    About Citadel Broadcasting

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

Citadel Broadcasting filed for Chapter 11 with 50 affiliates on
Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422).
The Company listed assets of $1.4 billion and debt of $2.5 billion
in its Chapter 11 filing.  Kirkland & Ellis LLP is serving as
legal counsel and Lazard Freres & Co. LLC.  As financial advisor
for the restructuring.  Kurtzman Carson Consultants is serving as
claims and notice agent.

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


CITIGROUP INC: Files Client Strategy Guide for Jan. 2010 Offerings
------------------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission a
Client Strategy Guide: January 2010 Offerings.  A full-text copy
of the Client Strategy Guide is available at no charge at:

             http://ResearchArchives.com/t/s?4ce9

                     About Citigroup Inc.

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

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

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

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


CITIGROUP INC: Investment Banking Head Gets More Than $9MM in 2009
------------------------------------------------------------------
The Wall Street Journal's David Enrich reports that Citigroup
Inc.'s investment-banking chief John Havens took home more than
$9 million in total compensation in 2009, making him the highest-
paid employee at Citi.

The Journal, citing a regulatory filing by Citigroup, says Mr.
Havens's pay package consisted primarily of 2.7 million shares of
Citigroup stock, which he received December 30.  Those shares,
which Mr. Havens is restricted from selling immediately, accounted
for his entire bonus and a portion of his salary, the Journal
explains.

The Journal says the shares were worth $8.97 million based on
Citigroup's $3.32 share price on December 30.  The shares closed
Tuesday at $3.53, up 13 cents, or 3.8%.

The Journal says Mr. Havens, a confidant of Citigroup Chief
Executive Vikram Pandit, also received a cash salary, but
Citigroup hasn't disclosed the amount.  The person familiar with
the matter said it was less than $500,000.

Mr. Enrich says Mr. Havens's pay package is a "far cry" from the
nearly $100 million bonanza Citigroup's star energy trader, Andrew
Hall, reaped in 2008.  Citigroup was forced to sell Mr. Hall's
Phibro LLC unit in 2009 under pressure from the Obama
administration's pay czar, Kenneth Feinberg.

"Pay has been a lightning rod for criticism of Citigroup after the
company received $45 billion in bailout funds. Citigroup last
month repaid $20 billion of those funds, but the U.S. government
remains the company's largest shareholder with a roughly 27%
stake," Mr. Enrich says.

A person familiar with the matter told the Journal Mr. Feinberg
reviewed the structure but not the dollar amount of Mr. Havens's
pay package, because the executive wasn't among the 20 highest-
paid executives at the time of Mr. Feinberg's review in 2009.

The Journal also relates Citigroup's second-highest-paid employee
appears to be Manuel Medina Mora, who runs Citigroup's Latin
American operations.  The Journal says Mr. Medina Mora last week
received about 2.55 million shares worth about $8.5 million.  He
also received a cash salary.

Mr. Feinberg didn't review the size of Mr. Medina Mora's 2009 pay
package, but he did sign off on its structure, according to the
person familiar with the matter, the Journal says.

Three other unidentified Citigroup executives were due to receive
about $9 million each in total compensation last year, according
to a document Mr. Feinberg's office sent to Citigroup last
October, the Journal says.

According to the Journal, Mr. Pandit agreed last year to accept
total compensation of $1 until Citigroup returns to sustained
profitability, a hurdle it hasn't cleared yet.

                     About Citigroup Inc.

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

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

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

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


CITY OF GLOVERSVILLE: Moody's Affirms 'Ba1' Rating on Debt
----------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating and removed
the negative outlook on the City of Gloversville's (NY)
$2.4 million of outstanding long-term general obligation debt
secured by the city's unlimited property tax pledge.  The rating
reflects the city's limited tax base with low income levels (70%
of US median) and an above-average poverty rate (19.3% as of 2000
census); manageable debt burden with rapid payout (81.8% retired
within 10 years) and no significant borrowing plans; and improved
yet still narrow financial position with sales tax exposure (20%
of revenues).  The removal of the negative outlook reflects new
management's effective turnaround of the city's financial
position, restoring fund equity and liquidity to positive levels
that have been maintained since fiscal 2006.

The city's financial position was very narrow and marked by a
negative fund balance from at least 1999 to 2005.  The city's
lowest deficit equity position occurred at the end of fiscal 2002
when General Fund balance was a negative $1.6 million or a
negative 16.1% of revenues, based upon unaudited results.  The
city's finances incrementally improved and a new financial
management team (started in 2005) aided in the recovery with
larger surpluses occurring in fiscals 2006 and 2007 ($1.1 million
and $772,000, respectively).  These surpluses restored the city's
General Fund balance to $1.4 million or an adequate 10% of
revenues as of fiscal 2007 (unaudited).  The financial improvement
was due to multiple policy and operational changes including: a
change in policy effective January 1, 2005, whereby the county now
makes the city whole on its property tax levy annually; a
revaluation that provided the city with needed property taxing
margin (30% available in 2009 vs.  3% in 2007) that management has
utilized to raise the levy; an increase in the county's sales tax
rate in 2006 resulting in a 0.5% increased allocation to the city;
a change in health care plans that yielded savings; favorable
union contract settlements; and more conservative budgeting
practices.  These changes have helped reduce the city's risk
profile, yet the current recession has negatively impacted the
city's economically sensitive revenues resulting in moderate
deficits in fiscals 2008 and 2009 and a $1.8 million funding gap
in the 2010 budget, which was recently closed with departmental
cuts and elimination of vacant positions, an 8.5% property tax
increase, and a $660,000 fund balance appropriation (83% of
available fund balance estimated at $800,000 at year-end 2009).
Moody's notes that the city remains vulnerable to sales tax
shortfalls (20% of revenues), as the local population faces
significant economic challenges (three business closed during
2009, resulting in a loss of 1,200 jobs), as well as the
likelihood of additional state aid cuts (21% of revenues) in 2010
and 2011, given ongoing state budget pressure and Moody's
expectation that economic recovery in New York State (G.O. rated
Aa3/stable outlook) will lag that for the nation.  Future rating
reviews will heavily weigh the city's ability to manage through
the current economic downturn, maintain a stable financial
position, and grow reserves in-line with budgetary growth.

Key Statistics:

* 2008 Population: 14,990 (2.7% decrease since 2000)

* 2009 Full Valuation: $349 million

* 2009 Full Value Per Capita: $23,289

* 1999 Per Capita Income (as % of NY and US): $15,207 (65% and
  70%)

* 1999 Median Family Income (as % of NY and US): $34,713 (67% and
  69%)

* Direct Debt Burden: 2.3%

* Overall Debt Burden: 5.3%

* Payout of Principal (10 years): 81.8%

* 2002 General Fund balance (unaudited): -$1.6 million (-16.1% of
  General Fund revenues)

* 2005 General Fund balance (unaudited): -$670,000 (-5.5% of
  General Fund revenues)

* 2007 General Fund balance (unaudited): $1.4 million (10% of
  General Fund revenues)

* Parity rated G.O. Debt Outstanding: $2.4 million

The last rating action was on October 31, 2005, when Moody's
downgraded the City of Gloversville's, (NY) general obligation
debt to Ba1 from Baa3 and assigned a negative outlook.


CLASSIC SLEEP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Classic Sleep Products, Inc.
        8214 Wellmoor Court
        Jessup, MD 20794

Bankruptcy Case No.: 10-10077

Chapter 11 Petition Date: January 4, 2010

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: Michael J. Lichtenstein, Esq.
                  Shulman Rogers Gandal Pordy & Ecker, PA
                  12505 Park Potomac Avenue, 6th Floor
                  Potomac, MD 20854
                  Tel: (301) 230-5231
                  Fax: (301) 230-2891
                  Email: mjl@shulmanrogers.com

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

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

According to the schedules, the Company has assets of $2,740,184
and total debts of $8,793,155.

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/mdb10-10077.pdf

The petition was signed by Michael Zippelli, president and CEO of
the Company.


CLEAR CHANNEL: Names Ex-WaMu Exec Tom Casey as CFO
--------------------------------------------------
In connection with an employment agreement between Clear Channel
Communications, Inc., and Tom Casey, Mr. Casey, 47, became the
Chief Financial Officer of Clear Channel Communications, effective
as of January 4, 2010.

Previously, Mr. Casey served as Executive Vice President and Chief
Financial Officer of Washington Mutual Inc. until October 2008.
Prior thereto, Mr. Casey served as Vice President of General
Electric Company and Senior Vice President and Chief Financial
Officer of GE Financial Assurance since 1999.

Pursuant to the terms of Mr. Casey's employment agreement, he will
receive certain payments upon his termination.  Upon Mr. Casey's
termination for any reason, he will receive accrued salary
benefits and payments under applicable employee benefit plans.  If
Mr. Casey's employment is terminated due to death or Disability,
then Mr. Casey would also receive any unpaid annual bonus amount
from the prior year.  If Mr. Casey's employment is terminated due
to Disability, then Mr. Casey would receive an additional amount
equal to a pro rata portion of his annual bonus amount from the
current year.  Mr. Casey may also receive his unpaid annual bonus
amount from the prior year, a pro rata portion of his annual bonus
amount from the current year, a severance payment equal to 1.5
times the sum of Mr. Casey's annual base salary plus his target
bonus for such year paid in periodic equal installments over an
18-month period and, for terminations occurring in calendar years
2010 through 2013, an additional equity value preservation
payment, in each case in the event he terminates his own
employment for good reason or is terminated without cause and not
because of disability and, in connection with such termination, he
provides certain releases.  Mr. Casey may receive any unpaid bonus
amount from the prior year if he terminates his own employment
without good reason.

In addition, pursuant to an employment agreement between Clear
Channel Management Services, Inc., and Robert H. Walls, Jr., Mr.
Walls, 49, became the Executive Vice President, General Counsel
and Secretary of Clear Channel Communications, effective as of
January 1, 2010. Mr. Walls served as the Managing Director and
founding partner of Post Oak Energy Capital, LP, a private
investment firm, since 2005.  Prior thereto, Mr. Walls was
employed by Enron Corp. beginning in 1992 and most recently in the
Office of the Chief Executive as Executive Vice President &
General Counsel from 2002 through 2005.

                        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.


CLEARPOINT BUSINESS: To Pay $190,000 to AICCO Under Agreement
-------------------------------------------------------------
ClearPoint Business Resources, Inc., entered into a Settlement
Agreement and Release, wherein it agreed to pay AICCO Inc. an
aggregate amount of $190,000 in full and final settlement of all
claims relating to the AICCO litigation.  The Company agreed to
pay:

   -- four monthly installment payments of $15,000, the first of
      which was paid on December 29, 2009, and will continue on
      the 15th day of each month thereafter, including March 15,
      2010, followed by

   -- 12 monthly installment payments of $10,833, commencing on
      April 15, 2010.

If the Company fails to make any payment due under the Settlement
Agreement, judgment may be entered against the Company in the
amount of approximately $195,330, together with an interest rate
of 6% per annum accruing as of the date the missed payment was
due, plus costs and attorney's fees associated with the entry and
execution of such judgment, less any amounts paid under the
Settlement Agreement.

Accordingly, on Dec. 23, 2009, the Company executed a Judgment
Note in favor of AICCO providing for such judgment payment.

                       Going Concern Opinion

Historically, ClearPoint has funded its cash and liquidity needs
through cash generated from operations and debt financing.  At
June 30, 2009, the Company had an accumulated deficit of
$55,412,191 and working capital deficiency of $8,904,055.
Although the Company restructured its debt and obtained new
financing in the third quarter of 2009, cash projected to be
generated from operations may not be sufficient to fund operations
and meet debt repayment obligations during the next 12 months.  To
meet its future cash and liquidity needs, the Company may be
required to raise additional financing and restructure existing
debt.  There is no assurance that the Company will be successful
in obtaining additional financing and restructuring its existing
debt.  If the Company does not generate sufficient cash from
operations, raise additional financing and restructure existing
debt, there is substantial doubt about the ability of the Company
to continue as a going concern.

During the six months ended June 30, 2009, ClearPoint did not make
certain required payments under the Loan Agreement with ComVest,
the Blue Lake Note, the Sub Notes payable to Sub Noteholders and
the StaffBridge Note.

                About ClearPoint Business Resources

ClearPoint Business Resources, Inc., is a workplace management
solutions company.  Through the iLabor Network, ClearPoint
provides services to clients ranging from small businesses to
Fortune 500 companies.  The iLabor Network specializes in the
highly transactional "go to work" or "on-demand" segment of the
temporary labor market.  ClearPoint considers the hospitality,
distribution, warehouse, manufacturing, logistics, transportation,
convention services, hotel chains, retail and administrative
sectors among the segments best able to be served by the iLabor
Network.

During the fiscal year ended December 31, 2008, ClearPoint began
to transition its business model from a temporary staffing
provider through a network of branch-based offices or franchises
to a provider that manages clients' temporary staffing needs
through its open Internet portal-based iLabor Network.  ClearPoint
completed this transition during the three months ended June 30,
2008.  Under its new business model, ClearPoint acts as a broker
for its clients and network of temporary staffing suppliers.

ClearPoint derives its revenues from (i) royalty payments related
to client contracts which ClearPoint subcontracted or sold to
other providers of temporary staffing services; (ii) revenues
generated by the iLabor Network; and (iii) revenues related to
VMS.

As of June 30, 2009, the Company had $3,492,403 in total assets
and $26,262,146 in total liabilities, resulting in $22,769,743 in
stockholders' deficit.


CONEXANT SYSTEMS: Moody's Withdraws 'Caa1' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service withdrew its ratings on Conexant Systems
Inc.  Moody's has withdrawn the ratings because Conexant's rated
debt has been repaid.  Specifically, on December 18, 2009, the
company completed the redemption of the senior secured notes due
November 2010 (rated B1) with balance sheet cash.

These ratings were withdrawn:

* Corporate family rating at Caa1;

* Probability-of-default rating at Caa1;

* Senior secured floating rate notes due November 2010 at B1
  (LGD1, 5%);

* Speculative-grade-liquidity rating at SGL-3.

The last rating action was on February 10, 2009, when Moody's
affirmed Conexant's Caa1 corporate family rating, the B1 rating on
the senior secured floating rate notes, and the SGL-3 speculative
grade liquidity rating.  The ratings outlook was revised to
negative from stable.

Headquartered in Newport Beach, California, Conexant Systems is a
fabless semiconductor company that provides integrated circuits
for various imaging, audio, video and internet connectivity
applications.


CONTINENTAL AIRLINES: Reports Dec. 2009 Operational Performance
---------------------------------------------------------------
Continental Airlines reported a December consolidated (mainline
plus regional) load factor of 83.0%, 3.1 points above the December
2008 consolidated load factor, and a mainline load factor of
83.5%, 3.1 points above the December 2008 mainline load factor.
The carrier reported a domestic mainline December load factor of
85.1%, 1.1 points above the December 2008 domestic mainline load
factor, and an international mainline load factor of 81.9%, 5.2
points above December 2008.  All four December load factors were
records for the month.

During December, Continental recorded a U.S. Department of
Transportation (DOT) on-time arrival rate of 70.7% and a mainline
segment completion factor of 98.9%.

In December 2009, Continental flew 7.5 billion consolidated
revenue passenger miles (RPMs) and 9.1 billion consolidated
available seat miles (ASMs), resulting in a consolidated traffic
increase of 6.0% and a capacity increase of 2.1% as compared to
December 2008. In December 2009, Continental flew 6.7 billion
mainline RPMs and 8.1 billion mainline ASMs, resulting in a
mainline traffic increase of 6.3% and a mainline capacity increase
of 2.3% as compared to December 2008.  Domestic mainline traffic
was 3.5 billion RPMs in December 2009, up 3.5% from December 2008,
and domestic mainline capacity was 4.1 billion ASMs, up 2.2% from
December 2008.

For December 2009, consolidated passenger revenue per available
seat mile (RASM) is estimated to have decreased between 3.5% and
4.5% compared to December 2008, while mainline RASM is estimated
to have decreased between 4.5% and 5.5%.  For November 2009,
consolidated passenger RASM decreased 8.5% compared to November
2008, while mainline passenger RASM decreased 9.8% compared to
November 2008.

Continental ended the fourth quarter 2009 with an unrestricted
cash, cash equivalents and short-term investments balance of
approximately $2.85 billion.

Continental's regional operations had a record December load
factor of 78.5%, 2.4 points above the December 2008 regional load
factor. Regional RPMs were 801.6 million and regional ASMs were
1,021.6 million in December 2009, resulting in a traffic increase
of 3.2% and a capacity increase of 0.1% versus December 2008.

                   About Continental Airlines

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

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

                       *     *     *

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

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

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


CORBIN PARK: Files for Chapter 11 Protection in Kansas
------------------------------------------------------
Corbin Park LP filed for bankruptcy protection (Bankr. D. Kan.
Case No. 10-20014).  Omaha, Nebraska-based Corbin Park LP is a
developer of Kansas real estate.  Corbin listed assets of as much
as $100 million and debts.  The Company's principal assets are in
Overland Park, Kansas.  Johnson County Treasurer, in Shawnee
Mission, Kansas, owed about $320,300 and about $222,800 is atop
the Company's list of 20 largest unsecured creditors.


CORBIN PARK: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Corbin Park, L.P.
        17110 Marcy
        Omaha, NE 68118

Bankruptcy Case No.: 10-20014

Chapter 11 Petition Date: January 5, 2010

Court: United States Bankruptcy Court
       District of Kansas (Kansas City)

Judge: Robert D. Berger

About the Business:

Debtors' Counsel: Carl R. Clark, Esq.
                  Lentz Clark Deines PA
                  9260 Glenwood
                  Overland Park, KS 66212
                  Tel: (913) 648-0600
                  Fax: (913) 648-0664
                  Email: lclaw@lcdlaw.com

                  Jeffrey A. Deines, Esq.
                  Lentz Clark Deines PA
                  9260 Glenwood
                  Overland Park, KS 66212
                  Tel: (913) 648-0600
                  Fax: (913) 648-0664
                  Email: jdeines@lcdlaw.com

Estimated Assets: $50,000,001 to $100,000,000

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

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

            http://bankrupt.com/misc/ksb10-20014.pdf

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
All Care Sweeping, LLC     trade debt             $660

Arnold Imaging, LLC        trade debt             $8,412

Bryan Cave                 services               $11,153

City of Overland Park                             $24,212
City Hall

Cormac Company                                    $222,873

Exterior Decorators                               $3,102

Hartman, Simons Spielman                          $22,422
et al

Henjes, Conner & Williams                         $9,306
PC

Jayhawk Fire Sprinkler, Inc.                      $574

Johnson County Environment                        $244
Dep

Johnson County Treasurer                          $320,380
PO Box 2902
Shawnee Mission, KS
66201-1302

Johnson County Wastewater                         $11,407

KCPL                                              $940

Koley Jessen PC                                   $15,976

Marx Okubo                                        $8,341

Mills Shellhammer & Asc                           $12,688

Polsinelli Shughart, PC                           $2,212

Satellite Shelters, Inc.                          $2,823

Seyfarth Shaw LLP                                 $27,081

Tetra Tech, Inc.                                  $3,371


The petition was signed by Jeffrey W. Johnson, managing partner of
the Company.


COREL CORP: Shareholders Meeting on Vector Deal Set for Jan. 26
---------------------------------------------------------------
The special meeting of Corel Corporation shareholders regarding
Corel Holdings, L.P.'s acquisition of the Company will be held
January 26, 2010, starting at 10:00 a.m. Eastern time at Osler,
Hoskin & Harcourt LLP, 1 First Canadian Place, 63rd Floor, in
Toronto, Ontario, Canada.

As reported by the Troubled Company Reporter on December 28, 2009,
at the Special Meeting, shareholders will be asked to consider and
vote upon a proposal to approve a special resolution authorizing
the so-called consolidation, the second and final step in the
Corel Holdings transaction.

Corel Shares will be consolidated on the basis of every 871,589
Shares into one new Share.  Fractional new common shares will not
be issued in the Consolidation.

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

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

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

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

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

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

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

                    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.


DAVIS PETROLEUM: No Success Fee for Management's Advisor
--------------------------------------------------------
WestLaw reports that under California law, pursuant to the plain
meaning of a letter agreement executed by an advisor, the Chapter
11 debtor, and the debtor's president, whereby the advisor agreed
to provide investment advisory services to the president in
connection with a possible "management led buyout" of the debtor
in return for a monthly fee and a "success fee" to be paid by the
president's acquisition corporation upon consummation of the
buyout, the advisor was not entitled to receive a success fee.
Accordingly, the liquidating trustee's objection to the advisor's
proof of claim would be sustained.  The debtor's president never
formed an acquisition corporation, the entity that eventually
purchased the equity of the debtors, as reorganized, was not the
president's acquisition corporation, and the "closed transaction"
that occurred was not the "management led buyout" contemplated in
the letter agreement.  In re Davis Petroleum Corp., --- B.R. ----,
2009 WL 3874250 (Bankr. S.D. Tex.).

                  About Davis Petroleum Corp.

Headquartered in Houston, Texas, Davis Petroleum Corp. --
http://www.davispetroleumcorp.com/-- was an oil and gas
exploration and production company operating in the onshore and
intermediate-deep water Gulf of Mexico, Texas, Louisiana, Oklahoma
and the Rocky Mountain region.  The Company filed for chapter 11
protection (Bankr. S.D. Tex. Case No. 06-20152) on March 7, 2006.
Rhett G. Campbell, Esq., Diana Merrill Woodman, Esq., and Matthew
Ray Reed, Esq., at Thompson & Knight LLP, and Nathaniel Peter
Holzer, Esq., at Jordan Hyden Womble Culbreth & Holzer PC,
represent the Debtors.  When the Debtors filed for protection from
their creditors, they estimated assets and debts of $50 million
to $100 million.

In March 2006, the Court confirmed a reorganization plan for Davis
Petroleum.  The plan was based on a sale of the Company for
$150 million to a private equity group led by Evercore Capital
Partners LP, which also includes the company's senior management,
Red Mountain Capital Partners, and Sankaty Advisors, an affiliate
of Bain Capital.


DECISION BIOMARKERS: To Liquidate Assets Under Chapter 7
--------------------------------------------------------
MassDevice reports that Decision Biomarkers Inc. filed for Chapter
7 bankruptcy, saying the company is planning to going-out-of-
business fire sale.  The Company has less than $50,000 in assets
and more than $1 million in liabilities.  The filing came after
the Company exhausted at least $7.5 million in venture funding.
Decision Biomarkers -- http://www.decisionbiomarkers.com/ --
develops technology for protein biomarker analysis.


DECODE GENETICS: Gets Trading Suspension, Nasdaq Delisting Notice
-----------------------------------------------------------------
deCODE genetics, Inc., has received notice from the Nasdaq Stock
Market that the company's common stock will be suspended from the
Nasdaq Stock Market as of the open of business on January 6, 2010
and a Form 25-NSE will be filed with the Securities and Exchange
Commission, which will remove deCODE's common stock from listing
on Nasdaq.

Following this action, it is possible that deCODE's common stock
will be traded on the inter-dealer quotation service known as the
"Pink Sheets."  However this is not certain, as it would require a
market maker to quote the stock, and there is no guarantee that
any market maker will do so.  In addition, so long as deCODE is
not current in its reporting obligations under the Securities
Exchange Act of 1934, any such quotation will be subject to
additional restrictions.

                      About decode Genetics

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

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

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


DELTA AIR: AMR Willing to Invest in JAL Even in Bankruptcy
----------------------------------------------------------
Will Ris, in charge of government affairs at American Airlines,
told Reuters American is considering sweetening its $1.1 billion
investment proposal for Japan Airlines and would be willing to
invest in JAL even if it goes into bankruptcy.

"We want to be flexible in terms of our ability to enhance our
proposal and we have been continually in conversation with Japan
Airlines about that," Mr. Ris told Reuters.

"We are looking at every possibility to make our proposal more
attractive," he said.

According to Mr. Ris, "We are OK either way and what we want to do
is position ourselves so that we can act very quickly depending on
which scenario takes place and make our capital investment
available at that time."

The state-backed Enterprise Turnaround Initiative Corp of Japan
has proposed a bankruptcy procedure as the most transparent way to
restructure JAL, and is now in the process of convincing
creditors, sources have told Reuters.

As reported by the Troubled Company Reporter on January 5, 2010,
The New York Times' DealBook said Haruka Nishimatsu, the president
of Japan Airlines, told The Asahi Shimbun newspaper he preferred
Delta Air Lines as the carrier's overseas partner to American
Airlines.  Mr. Nishimatsu also told Asahi he opposes the plan to
place the cash-strapped airline in bankruptcy, suggesting tough
negotiations ahead between the airline and the ETIC.  "The image
(of bankruptcy) would affect us and we would lose customers," Mr.
Nishimatsu told the newspaper.

"If we lose recognition from customers, restructuring would be
difficult and this will trouble the ETIC too."

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

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

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

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

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

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

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

                          About AMR Corp.

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

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

                          *     *     *

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

                       About Delta Air Lines

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

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

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

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

                           *     *     *

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

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

                             About JAL

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

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

                           *     *     *

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


DHP HOLDINGS: Committee Wants Case Converted to Ch. 7 Liquidation
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of DHP Holdings II Corporation and its debtor-affiliates
asks the U.S. Bankruptcy Court for the District of Delaware to
convert the Debtors' cases to one under Chapter 7.

The Committee relates that the conversion of the Debtors' cases
would permit the trustee to administer what remains of the
estate's assets while protecting what remains of unencumbered
assets, if any.

The Committee also adds that if the lenders desire to maintain
these Chapter 11 proceedings, they must ensure that these cases
are administratively solvent, agree to waive their superpriority
administrative claim, and begin and conclude a confirmation
process in the future that confers some benefit or value to the
unsecured creditors.

Headquartered in Bowling Green, Kentucky, DHP Holdings II
Corporation is the parent of DESA Heating, which sells and
distributes heating commercial products in Europe and Mexico under
brand names including ReddyHeater, Comfort Glow and Master
Portable Heaters.  The Company has manufacturing, storage and
distribution facilities in Alabama and California.

DHP Holdings II and six of its affiliates filed for Chapter 11
protection on December 29, 2008 (Bankr. D. Del. Lead Case No.
08-13422).  The Company's international arm, HIG-DHP Barbados, has
not filed for bankruptcy.  HIG-DHP Barbados holds 100% of the
equity of all foreign nondebtor subsidiaries, which manufacture,
distribute and sell commercial and consumer goods in Europe,
Mexico, and Canada.

Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski, Stang, Ziehl Young & Jones LLP, represent the Debtors
as counsel.  The Debtors proposed AEG Partners as restructuring
consultants, and Craig S. Dean as chief restructuring officer and
Kevin Willis as assistant chief restructuring officer.  The Court
approved Epiq Bankruptcy Solutions LLC as noticing, claims and
balloting agent.  As of November 29, 2008, the Company, along with
its non-debtor subsidiaries and affiliates, had assets of
$132.5 million and liabilities of $133.2 million.


DHP HOLDINGS: Wants Chapter 11 Plan Filing Extended Until April 20
------------------------------------------------------------------
DHP Holdings II Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive right to file a Chapter 11 plan until April 20, 2010,
and their exclusive right to solicit acceptances of that plan
until June 23, 2010.

The Debtors propose a hearing on the extension on January 15,
2010, at 3:00 p.m. (Prevailing Eastern Time).  Objections, if any,
are due on January 8, 2010, at 4:00 p.m. (Prevailing Eastern
Time.)

Absent the extension, the Debtors' exclusive filing period expired
on December 24, 2009, and their solicitation period will expire on
February 23, 2010.

The Debtors relate that, together with their professionals, they
continue to liquidate the remaining assets.  In particular, the
Debtors note that they are close to settling certain matters that,
if approved by the Court, will result in significant payment to
the Debtors' estates.

Headquartered in Bowling Green, Kentucky, DHP Holdings II
Corporation is the parent of DESA Heating, which sells and
distributes heating commercial products in Europe and Mexico under
brand names including ReddyHeater, Comfort Glow and Master
Portable Heaters.  The Company has manufacturing, storage and
distribution facilities in Alabama and California.

DHP Holdings II and six of its affiliates filed for Chapter 11
protection on December 29, 2008 (Bankr. D. Del. Lead Case No.
08-13422).  The Company's international arm, HIG-DHP Barbados, has
not filed for bankruptcy.  HIG-DHP Barbados holds 100% of the
equity of all foreign nondebtor subsidiaries, which manufacture,
distribute and sell commercial and consumer goods in Europe,
Mexico, and Canada.

Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski, Stang, Ziehl Young & Jones LLP, represent the Debtors
as counsel.  The Debtors proposed AEG Partners as restructuring
consultants, and Craig S. Dean as chief restructuring officer and
Kevin Willis as assistant chief restructuring officer.  The Court
approved Epiq Bankruptcy Solutions LLC as noticing, claims and
balloting agent.  As of November 29, 2008, the Company, along with
its non-debtor subsidiaries and affiliates, had assets of
$132.5 million and liabilities of $133.2 million.


DISTINCTIVE BUILDERS: Case Summary & 12 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Distinctive Builders, Inc.
        8122 W. Expressway 83, Ste. A
        Harlingen, TX 78552

Bankruptcy Case No.: 10-70016

Chapter 11 Petition Date: January 4, 2010

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

Judge: Richard S. Schmidt

Debtor's Counsel: Jose Luis Flores, Esq.
                  Attorney at Law
                  1111 W Nolana
                  McAllen, TX 78504
                  Tel: (956) 682-0924
                  Email: bklaw@jlfloreslawfirm.com

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

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

According to the schedules, the Company has assets of $2,089,598,
and total debts of $5,064,818.

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

            http://bankrupt.com/misc/txsb10-70016.pdf

The petition was signed by Jorge Maldonado, president of the
Company.


DOMINO'S PIZZA: CEO Brandon to Step Down; Doyle to Assume Post
--------------------------------------------------------------
Domino's Pizza, Inc., said Tuesday that Chairman and CEO David A.
Brandon will be stepping down as CEO effective March 7, 2010.  The
Board of Directors plans to elect J. Patrick Doyle as Mr.
Brandon's successor.

Mr. Brandon, 57, will be retained by the company as a special
advisor for the balance of 2010.  In addition, Mr. Brandon will
stand for re-election to the Board when his current term expires
in 2012.  Concurrent with this announcement, the University of
Michigan said Mr. Brandon has been selected to serve as its next
Director of Intercollegiate Athletics.

Under Mr. Brandon's leadership, Domino's has grown worldwide store
count by more than 2,600 units.  Mr. Brandon joined Domino's in
March 1999, soon after the company was sold by its founder owner
to Bain Capital.  Since then, the Company's enterprise value has
doubled to over $2 billion.  Prior to joining Domino's, Mr.
Brandon was Chairman, President and CEO of Valassis, Inc.

Mr. Brandon commented on making the transition to non-executive
Chair: "It has been an honor and a privilege to lead Domino's
Pizza for the past 11 years.  My leadership team, our team members
and franchisees are the very best in this -- or any -- business.
I will continue to stay connected to this great brand and company
as Chairman of the Board, and I am confident that, under Patrick's
leadership, Domino's Pizza will continue to grow and succeed.
This company's best days still lie ahead."

Mr. Brandon noted that Domino's has a formalized succession-
planning process in place, and the Board reviews the plan in
detail at least once a year.  As part of the process, successor
candidates for every leadership team member are identified, and a
plan laid out for successor readiness.  Patrick Doyle was
identified and prepared to succeed to the role of CEO as part of
this process.

"Patrick Doyle has been a rising star at Domino's Pizza from the
beginning," Brandon said.  "He has had numerous leadership
successes at Domino's and has long been identified as the best
choice to be my successor.  I look forward to continuing our close
working relationship during this transition year.  Our company is
in great hands with Patrick.  He's a strategic, proven and
effective leader, a passionate operator, and loves Domino's Pizza
as much as I do."

Mr. Doyle, 46, has been President of Domino's USA since September
2007, and has been with the company since 1997.  Prior to serving
as president, Mr. Doyle successfully led the company's corporate
store unit, the international division and the marketing
department.

"I've learned so much from working closely with Dave for these
past 11 years, and I am honored and very excited to take on this
new challenge and opportunity.  We've got a great team, and we're
ready to continue to work together with our franchisees around the
world to drive this business to an even higher level of success,"
said Mr. Doyle.

Before joining Domino's over 12 years ago, Mr. Doyle spent six
years with the Gerber Products Company, most recently as General
Manager of its U.S. baby food business.  Prior to joining Gerber,
Mr. Doyle was European General Manager of Intervascular SA in
LaCiotat, France.  He also spent five years at First Chicago
Corporation as a Corporate Finance Officer.  Mr. Doyle holds an
MBA from the University Of Chicago Booth School Of Business and an
undergraduate degree in Economics from the University of Michigan.

Details of both Mr. Brandon's transition agreement and Mr. Doyle's
employment agreement will be finalized over the coming weeks and
voted on at the company's February 24 Board meeting.

                       About Domino's Pizza

Founded in 1960, Ann Arbor, Michigan-based Domino's Pizza, Inc.
(NYSE: DPZ) -- http://www.dominos.com/-- is the recognized world
leader in pizza delivery.  Through its primarily locally owned and
operated franchised system, Domino's operates a network of 8,886
franchised and Company-owned stores in the United States and over
60 international markets.  The Domino's Pizza((R)) brand, named a
Megabrand by Advertising Age magazine, had global retail sales of
over $5.5 billion in 2008, comprised of nearly $3.1 billion
domestically and over $2.4 billion internationally.  During the
third quarter of 2009, the Domino's Pizza((R)) brand had global
retail sales of over $1.2 billion, comprised of over $672 million
domestically and over $570 million internationally.

As of September 6, 2009, the Company had $443.7 million in total
assets against $156.9 million in total current liabilities and
$1.636 billion in total long-term liabilities, resulting in
$1.350 billion in stockholders' deficit.


EAGLEPICHER CORPORATION: Moody's Reviews 'B2' Default Rating
------------------------------------------------------------
Moody's Investors Service has placed the debt ratings of
EaglePicher Corporation on review for possible upgrade following
the company's announcement that it is selling its EaglePicher
Technologies division, one of its three primary operating
segments.  The review will focus on the use of proceeds, the
resulting capital structure and its projected sustainability, and
the company's projected credit metrics post the transaction.

EaglePicher announced that it has signed a deal to sell its
EaglePicher Technologies LLC group to OM Group for nearly
$172 million.  It was also announced that OM Group will assume
certain pension and other retirement benefit obligations.  Moody's
anticipates that the company will apply the proceeds to pay down
debt, per the terms of its credit agreement, which should reduce
overall leverage and favorably affect credit metrics.  Yet, the
scope of the company's remaining operations will be considerably
smaller and will continue to have exposure to business sectors
that are being adversely affected by recessionary factors.  It is
also unclear whether EaglePicher will sustain a lower level of
financial leverage after the sale, or whether strategic
initiatives such as acquisitions or increased returns to financial
sponsors could result in renewed leveraging of the balance sheet.
As a result, the review process will consider the earnings and
cash flow characteristics of the remaining businesses in relation
to anticipated long term strategic initiatives and anticipated
debt levels.  Moody's analyst Paul Aran commented that "although
the transaction should result in improved credit metrics,
uncertainty surrounding the company's long term business profile
and capital structure could constrain the magnitude of any rating
upgrade."

The last rating action was on August 26, 2009, when Moody's
affirmed the company's CFR and PDR and changed the company's
rating outlook to negative.

On Review for Possible Upgrade:

Issuer: EaglePicher Corporation

  -- Probability of Default Rating, Placed on Review for Possible
     Upgrade, currently B2

  -- Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently B2

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Upgrade, currently a range of Caa1 to B1

Outlook Actions:

Issuer: EaglePicher Corporation

  -- Outlook, Changed To Rating Under Review From Negative

EaglePicher Corporation is a diversified manufacturer of advanced
technology such as power systems and industrial products operating
in essentially four lines of business.  Manufactured goods include
batteries and energetic devices, rubber-coated materials and
gaskets, automotive, medical and various other industries.


EDDIE BAUER: PBGC Assumes Underfunded Pension Plan
--------------------------------------------------
The Pension Benefit Guaranty Corporation assumed responsibility
for the underfunded pension plan covering more than 1,800 former
workers and retirees of Eddie Bauer Inc., a specialty retailer of
sportswear and accessories based in Lake Forest, Illinois.

The PBGC stepped in because the plan failed to meet minimum
funding requirements and faced abandonment after the company, in
bankruptcy since June 17, 2009, sold all of its assets to
purchasers who did not assume responsibility for financing or
administering the plan.

Retirees under the Eddie Bauer Pension Plan will continue to
receive their monthly benefit checks without interruption, and
other workers will receive their pensions when they are eligible
to retire.  The plan, established in 1976, was known as the
Spiegel Inc. Pension Plan until 2005.

The Eddie Bauer Pension Plan is 58% funded, with assets of $29.8
million to cover $51.4 million in benefit liabilities, according
to PBGC estimates.  The agency expects to be responsible for the
entire $21.7 million shortfall.   The PBGC will take over the
assets and use insurance funds to pay guaranteed benefits earned
under the plan which ended as of August 4, 2009.

Within the next several weeks, the PBGC will send notification
letters to all participants in the plan.  Under federal pension
law, the maximum guaranteed pension at age 65 for participants in
plans that terminate in 2009 is $54,000 per year.  The maximum
guaranteed amount is lower for those who retire earlier or elect
survivor benefits.  In addition, certain early retirement
subsidies and benefit increases made within the past five years
may not be fully guaranteed.

Workers and retirees with questions may consult the PBGC Web site,
http://www.pbgc.gov/or call toll-free at 1-800-400-7242. For
TTY/TDD users, call the federal relay service toll-free at 1-800-
877-8339 and ask for 800-400-7242.

Retirees of Eddie Bauer Inc. who draw a benefit from the PBGC may
be eligible for the federal Health Coverage Tax Credit.  Further
information may be found on the PBGC Web site at
http://www.pbgc.gov/workers-retirees/benefits-
information/content/page13692.html.

Assumption of the plan's unfunded liabilities will have no
significant effect on the PBGC's financial statements because an
estimate of the claim was previously included in the agency's
fiscal year 2009 financial statements, in accordance with
generally accepted accounting principles.

PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974. It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 29,000 private-sector
defined benefit pension plans. The agency receives no funds from
general tax revenues. Operations are financed largely by insurance
premiums paid by companies that sponsor pension plans and by
investment returns.

                         About Eddie Bauer

Eddie Bauer -- http://www.eddiebauer.com/-- is a specialty
retailer that sells outerwear, apparel and accessories for the
active outdoor lifestyle.  Eddie Bauer participates in a joint
venture in Japan and has licensing agreements across a variety of
product categories.

Eddie Bauer, founded in Bellevue, Wash., in 1920, was acquired by
General Mills Inc. in 1971 and then sold to catalog retailer
Spiegel Inc. in 1988.  Eddie Bauer Inc. emerged from Spiegel's
2003 Chapter 11 case as a separate, reorganized entity under the
control and ownership of Eddie Bauer Holdings, Inc.

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

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

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

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


EMERSON OVERLOOK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Emerson Overlook, LLC
        358 Roswell Street, Suite 1200
        Marietta, GA 30060

Bankruptcy Case No.: 10-60282

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Emerson, LLC                                       10-60292
Emerson Development, LLC                           10-60303
Type of Business:

Chapter 11 Petition Date: January 4, 2010

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Todd E. Hennings, Esq.
                  Macey, Wilensky, Kessler, & Hennings LLC
                  Suite 2700, 230 Peachtree Street, NW
                  Atlanta, GA 30303-1561
                  Tel: (404) 584-1222
                  Fax: (404) 681-4355
                  Email: THennings@MaceyWilensky.com

                  William A. Rountree, Esq.
                  Macey, Wilensky, Kessler & Hennings LLC
                  Suite 2700, 230 Peachtree Street, NW
                  Atlanta, GA 30303-1561
                  Tel: (404) 584-1244
                  Fax: (404) 681-4355
                  Email: jminiatis@maceywilensky.com

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

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

The petition was signed by Donald Roger DeBoy, the company's
managing member.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
2000 Concrete Structures,  Trade Debt             $159,645
LLC

ACME American              Trade Debt             $9,710

Balance Staffing           Trade Debt             $7,690

Controlled Access          Trade Debt             $5,765

Cool-Tech                  Trade Debt             $54,017

Curtainwall & Glass        Trade Debt             $9,964
Systems

First Fence of Georgia     Trade Debt             $17,793

Hart Flooring              Trade Debt             $8,573

Henry Sign Systems, Inc.   Trade Debt             $36,481

Holt and Holt, Inc.        Trade Debt             $249,173

Lemay Electric, Inc.       Trade Debt             $194,873

Lemay Electric, Inc.       Trade Debt             $123,760

Poag Mechanical            Trade Debt             $72,998

Premier Elevator Co.       Trade Debt             $23,618

Professional Staffing      Trade Debt             $7,471
dba Craftsman on Call

Reb Storage Systems        Trade Debt             $23,000

Spectra Flooring           Trade Debt             $92,260

Sundance Roofing           Trade Debt             $14,810

Terry's Touch Custom       Trade Debt             $22,526
Painting

White Hawk, Inc.           Trade Debt             $10,382


FLANAGAN'S LIMITED: Case Summary & 1 Largest Unsecured Creditor
---------------------------------------------------------------
Debtor: Flanagan`s Limited Liability Company
        PO Box 34
        Clinton, CT 06413

Bankruptcy Case No.: 10-30007

Chapter 11 Petition Date: January 4, 2010

Court: United States Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Peter L. Ressler, Esq.
                  Groob Ressler & Mulqueen
                  123 York Street, Ste 1B
                  New Haven, CT 06511-0001
                  Tel: (203) 777-5741
                  Fax: (203) 777-4206
                  Email: ressmul@yahoo.com

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

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

The Debtor identified Town of Clinton with property taxes claim
for $22,000 as its largest unsecured creditor. A full-text copy of
the Debtor's petition, including a list of its largest unsecured
creditor, is available for free at:

             http://bankrupt.com/misc/ctb10-30007.pdf

The petition was signed by Kathleen H. Murphy, member of the
Company.


FORD MOTOR: Reports 33% Sales Increase in December 2009
-------------------------------------------------------
Higher sales in every product category and for every brand
propelled Ford to a 33% sales increase in December versus a year
ago, the Company reported on Tuesday.

Ford cars were up 42%, crossovers were up 51%, sport utilities
were up 33%, and trucks and vans were up 18%.  Among brands, Ford
sales were up 37%, Lincoln sales were up 16% and Mercury sales
were up 6%.

"Ford's plan is working," said Ken Czubay, Ford vice president,
U.S. Marketing Sales and Service.  "Customer consideration
continues to grow for our high-quality, fuel-efficient vehicles.
In 2010, we will introduce an even higher number of new products,
giving customers more reasons to Drive One."

The Company said every consumer metric about the Ford brand --
including favorable opinion, consideration, shopping and intention
to buy -- ended the year at record levels.  In fact, favorable
opinion is up more than 20% from the beginning of the year, and
intention to buy Ford increased more than 30%.

"People increasingly are discovering that the Ford difference is
the strength of our products, particularly our leadership in
quality, fuel efficiency, safety, smart technologies and value,"
said Mr. Czubay.

Ford, Lincoln and Mercury December sales totaled 179,017, up 33%
versus a year ago.  Full-year sales totaled 1.62 million, down
15%.

Ford estimates its full-year 2009 U.S. total market share was
about 15% -- about 1 percentage point higher than in 2008.  This
marks the company's first full-year U.S. market share increase
since 1995.  Ford also has improved its retail market share 14
times in the last 15 months.

Sales Highlights

    * Ford Fusion, recently named Motor Trend's Car of the Year,
      posted a December sales increase of 83% and set new December
      (18,852) and full-year (180,671) sales records.  Ford Fusion
      and Mercury Milan are the most fuel-efficient mid-size
      sedans in America.

    * Ford Taurus sales totaled 7,256 for the month, up 110%
      versus a year ago.  Since the introduction of the all-new
      model in August, Taurus sales are nearly 90% higher than a
      year ago.

    * Ford Mustang sales were up 62% in December, and Ford Focus
      sales increased 22%.  Mercury Milan and Lincoln MKZ were
      each up 5%.

    * Crossover utilities also posted strong sales increases.  In
      2009, the Ford brand was the top-selling brand of crossovers
      in the U.S., led by the Ford Escape.  Escape set a December
      sales record (19,156), up 75% versus a year ago.  For the
      full year, Escape sales totaled 173,044, the second-best
      sales year ever.  Ford Edge sales were up 59%, and Ford Flex
      sales were up 73%.  The all-new Lincoln MKT posted its
      highest sales to date (858).

    * Ford's F-Series truck had its best sales month since March
      2008.  F-Series sales in December were 48,209 (up 16%),
      bringing the full-year total to 413,625.  F-Series has been
      America's best-selling truck for 33 years in a row and
      America's best-selling vehicle, car or truck, for 28 years
      in a row.  In 2009, F-Series increased its leadership
      position among full-size pickups with a 4 percentage-point
      gain in segment share.

    * Transit Connect, Ford's new versatile, fuel-efficient small
      commercial van, had its best sales month (1,992) since
      August.

    * Ford's new EcoBoost engine technology and hybrid vehicles
      are winning customers, too.  December was the best sales
      month for EcoBoost (1,662), and total EcoBoost sales since
      introduction now total 4,973.  The conquest rate for the
      Taurus SHO is 60%.  EcoBoost provides customers up to 20%
      improvement in fuel economy and a 15% reduction in emissions
      versus larger-displacement engines.  EcoBoost is standard on
      the Taurus SHO and available on the Ford Flex, Lincoln MKS
      and Lincoln MKT.

    * December sales of hybrid vehicles totaled 2,843, up 147%
      versus a year ago.  Ford hybrid models include the Ford
      Fusion, Ford Escape, Mercury Milan and Mercury Mariner.  For
      the full year, Ford hybrid sales totaled 33,502, a new
      record and up 72% versus a year ago.

                           *     *     *

General Motors on Tuesday said GM dealers in the U.S. reported
160,996 retail deliveries in December -- a 7% increase compared to
last year, and a 50% increase over last month.  Retail sales of
Chevrolet, Buick, GMC and Cadillac brands were 146,419 -- up 13%
for the month.  In total, GM dealers in the U.S. delivered 208,511
vehicles in December.  This represents a total sales decline of 6%
from the previous year, driven primarily by declines in fleet
sales (33%) and in sales of non-core brands (55%).

Chrysler Group on Tuesday reported that December 2009 sales
increased 36% compared with November 2009 and 20 of 24 vehicles
posted sales increases for the same time period.  Chrysler Group
reported total U.S. sales for December of 86,523 units.  Sales
increased 36% month-over-month and declined 4% year-over-year.
The company finished the year with 931,402 units sold, a decline
of 36% compared with 2008.  Inventory is down 55% compared with
December 2008, with 178,538 units in inventory, representing a 58-
day supply.  Overall industry figures for November are projected
to come in at an estimated 11.3 million SAAR.

According to The New York Times' Nick Bunkley, auto industry
tracking firm Autodata said Tuesday new-vehicle sales in the
United States increased 15% in December.  But for the year,
foreign and domestic automakers combined sold only about
10.4 million vehicles; that was down 21% from 2008.

The Times relates Jesse Toprak, vice president for industry trends
and insights at TrueCar.com, a site that tracks sales and pricing,
said, "The healing has started, but we're nowhere near fully
healthy yet."

NY Times says Chrysler fell to fifth place for the full year for
the first time, edged out by Honda, whose sales rose 24% in
December.

NY Times also reports nearly all foreign automakers said their
United States sales increased last month when compared with
December 2008.  According to the Times, sales were up 44% at Kia,
41% at Hyundai, 32% at Toyota, 18% at Nissan and 16% at
Volkswagen.

Only three automakers -- Hyundai and Kia, which are affiliated,
and Subaru -- sold more vehicles in 2009 than they did in 2008,
the report notes.

The Times reports automakers expect the year ahead to be much less
turbulent than 2009.

                        About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 200,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo.  The company provides financial
services through Ford Motor Credit Company.

At September 30, 2009, the Company had US$203.106 billion in total
assets against US$210.376 billion in total liabilities.

On March 4, 2009, Ford deferred future interest payments on its
6.50% Junior Subordinated Convertible Debentures due January 15,
2032, beginning with the April 15, 2009 quarterly interest
payment.

                          *     *     *

As reported by the Troubled Company Reporter on November 4, 2009,
Moody's Investors Service upgraded the senior unsecured rating of
Ford Motor Credit Company LLC to B3 from Caa1.  This follows
Moody's upgrade of Ford Motor Company's corporate family rating to
B3 from Caa1, with a stable outlook.  Ford Credit's long-term
ratings remain on review for further possible upgrade.

On Nov. 3, 2009, S&P raised the corporate credit ratings on Ford
Motor Co. and Ford Motor Credit Co. LLC to 'B-' from 'CCC+'.  Ford
Motor Co. carries a long-term issuer default rating of 'CCC', with
a positive outlook, from Fitch Ratings.


FREDDIE MAC: Amends Stock Purchase Agreement With Treasury
----------------------------------------------------------
Freddie Mac, acting through the Federal Housing Finance Agency as
its duly appointed Conservator, and the United States Department
of the Treasury entered into a second amendment to the Amended and
Restated Senior Preferred Stock Purchase Agreement dated as of
Sept. 26, 2008, between Treasury and Freddie Mac, acting through
FHFA.

The Amended and Restated Senior Preferred Stock Purchase Agreement
was previously amended on May 6, 2009.  The principal changes to
the Existing Agreement effected by the Second Amendment are:

   * The $200 billion cap on Treasury's funding commitment under
     the Existing Agreement will increase as necessary to
     accommodate any cumulative reduction in Freddie Mac's net
     worth during 2010, 2011 and 2012.  Specifically, the Second
     Amendment provides that the aggregate amount that may be
     funded under Treasury's commitment may not exceed the greater
     of (a) $200 billion, or (b) $200 billion plus the cumulative
     total of Deficiency Amounts (as defined in the Existing
     Agreement) determined for calendar quarters in calendar years
     2010, 2011, and 2012, less any Surplus Amount (defined in the
     Second Amendment as the amount by which our total assets
     exceed our total liabilities, as reflected on our balance
     sheet in accordance with generally accepted accounting
     principles) determined as of December 31, 2012.

   * The annual 10% reduction in the size of our mortgage-related
     investments portfolio, the first of which is effective on
     December 31, 2010, will be calculated based on the maximum
     allowable size of the mortgage-related investments portfolio,
     rather than the actual balance of the mortgage-related
     investments portfolio, as of December 31 of the preceding
     year.  Therefore, the size of our mortgage-related
     investments portfolio may not exceed $810 billion as of
     December 31, 2010 (90% of $900 billion, the maximum allowable
     size as of December 31, 2009).  Under the Second Amendment,
     the size of the mortgage-related investments portfolio for
     purposes of the annual limit will be based on unpaid
     principal balance, rather than the amount that would appear
     on our balance sheet in accordance with generally accepted
     accounting principles as provided by the Existing Agreement,
     and the related limitation on the amount of our indebtedness
     will be based on par value.  In each case, the limitations
     will be determined without giving effect to any future change
     in Statement of Financial Accounting Standards No. 140, 166,
     167 or any similar accounting standard.

   * The determination and payment of the Periodic Commitment Fee
     that Freddie Mac must pay to Treasury will be delayed by one
     year.  Pursuant to the Second Amendment, the amount of the
     Periodic Commitment Fee must be set no later than December
     31, 2010 with respect to the ensuing five-year period and
     will be payable quarterly beginning March 31, 2011.

The Federal Home Loan Mortgage Corporation (FHLMC) NYSE: FRE --
http://www.freddiemac.com/-- commonly known as Freddie Mac, is a
stockholder-owned government-sponsored enterprise authorized to
make loans and loan guarantees.  Freddie Mac was created in 1970
to provide a continuous and low cost source of credit to finance
America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

Freddie Mac narrowed its net loss to $5,013,000,000 for the
three months ended September 30, 2009, from a net loss of
$25,295,000,000 for the same quarter a year ago.  Freddie Mac
posted a net loss of $14,097,000,000 for the nine months ended
September 30, 2009, from a net loss of $26,263,000,000 for the
same period a year ago.

As of September 30, 2009, Freddie Mac had $866,601,000,000 in
total assets against $856,195,000,000 in total liabilities.  As of
September 30, 2009, Total Freddie Mac stockholders' equity was
$10,311,000,000; and Total equity was $10,406,000,000.

                        Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.


FREEDOM COMMUNICATIONS: In Plan Talks with Committee & Lenders
--------------------------------------------------------------
Freedom Communications Inc., will return to the Bankruptcy Court
on January 31 to seek approval of a disclosure statement
explaining the Chapter 11 plan.   The disclosure statement hearing
had been scheduled for December 17 but adjourned to facilitate
negotiations among the company, the secured creditors, and the
official unsecured creditors' committee, Bill Rochelle at
Bloomberg News said, citing a court filing by the Company.

Given the delay in what was supposed to be a quick reorganization
with its pre-negotiated plan, Freedom for the first time is asking
for a March 30 extension of the exclusive right to propose a
Chapter 11 plan.  A hearing on the proposed extension would be on
February 18.

The Creditors Committee opposes the version of the reorganization
plan filed in December, saying it was "an attempted abuse of the
Chapter 11 process." According to the committee, the plan includes
impermissible "discrimination among equally ranked creditors"
where some will be paid in full while others receive "massive
impairment."

As reported by the TCR on Dec. 29, 2009, Freedom filed a revised
disclosure statement with regards to their plan of reorganization.
According to the Disclosure Statement, the Plan reflects the terms
of the plan support agreement entered into prior to the petition
date with the existing lenders holding more than 50% or
$772 million of the existing lender claims.

Under the Plan, among other things:

   -- Each holder of an allowed other priority claim will receive,
      in full satisfaction, settlement, release, and discharge of
      and in exchange for the claim, either (a) cash equal to the
      unpaid portion of the claim, or (b) different, less
      favorable treatment as to which the applicable encumbered
      Debtor and the holder will have agreed upon in writing.

   -- Subject to the finding in the confirmation order, the
      existing lender claims in the aggregate amount of
      $770,552,344, plus $1,933,100 in respect of letters of
      credit issued, are undersecured, the aggregate amount of all
      payments made by the Debtors on account of adequate
      protection obligations will be deemed applied to reduce the
      principal amount of the existing lenders claims.  In
      addition, the holders of the existing lender secured claims,
      in full satisfaction, settlement, release and discharge,
      will receive on the distribution date, their pro rata share.

   -- At the option of the Reorganized Debtors, with the agreement
      of the Steering Committee Members will (a) retain the liens
      securing the allowed other secured claim, and (b) receive
      regular installment payments in cash.

   -- The sole source of recovery for holders of allowed general
      unsecured claims against the encumbered Debtors is the
      unsecured compensation ($5 million), but only the portion
      thereof that is allocated to accepting sub-Classes in
      Class A4.  The encumbered Debtors estimate that they will
      have allowed general unsecured claims amounting to
      $24 million, exclusive of any contingent, unliquidated, or
      disputed claims that may ultimately become allowed claims.

   -- Intercompany claims against the encumbered Debtors will be
      adjusted, continued, or capitalized, either directly or
      indirectly or in whole or in part as of the effective date,
      or will be reinstated of the effective date.

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

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

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

                    About Freedom Communications

Freedom Communications, headquartered in Irvine, Calif., is a
national privately owned information and entertainment company of
print publications, broadcast television stations and interactive
businesses.  The company's print portfolio includes approximately
90 daily and weekly publications, including approximately 30 daily
newspapers, plus ancillary magazines and other specialty
publications.  The broadcast company's stations -- five CBS, two
ABC network affiliates and one CW affiliate -- reach more than
3 million households across the country.  The Company's news,
information and entertainment Web sites complement its print and
broadcast properties.

Freedom Communications filed for Chapter 11 on Sept. 1, 2009
(Bankr. D. Del. Case No. 09-13046).  Attorneys at Young Conaway
Stargatt & Taylor, and Latham & Watkins LLP serve as Chapter 11
counsel.  Houlihan, Lokey, Howard & Zukin, Inc., serves as
financial advisor while AlixPartners LLC is restructuring
consultant.  Logan & Co. serves as claims and notice agent.

Freedom Communications had $757,000,000 in assets against debts of
$1,077,000,000 as of July 31, 2009.


FREMONT GENERAL: Court OKs Appointment of Chapter 11 Examiner
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved the U.S. Trustee for Region 16's appointment of Leonard
Gumport as the Chapter 11 examiner in the case of Fremont General
Corporation.

Based in Santa Monica, California, Fremont General Corp. (OTC:
FMNTQ) -- http://www.fremontgeneral.com/-- was a financial
services holding company with $8.8 billion in total assets at
September 30, 2007.  Fremont General ceased being a financial
services holding company on July 25, 2008, when its wholly owned
bank subsidiary, Fremont Reorganizing Corporation (f/k/a Fremont
Investment & Loan) completed the sale of its assets, including all
of its 22 branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).  Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at
Stutman Treister & Glatt, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC is the Debtor's noticing
agent and claims processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff &
Stern LLP, represent the Official Committee of Unsecured
Creditors as counsel.  Fremont's formal schedules showed
$330,036,435 in total assets and $326,560,878 in total debts.


FRONTIER AIRLINES: Court Approves Final Fee Applications
--------------------------------------------------------
Bankruptcy Judge Robert Drain approved the final applications for
payment of fees and reimbursement of expenses of these
professionals for services they rendered in Frontier Airlines
Inc.'s Chapter 11 cases for the period ending September 30, 2009:

Professional               Fee Period        Fees      Expenses
-----------                ----------        ----      --------
Davis Polk &               4/10/08       $14,593,710   $205,467
Wardwell LLP               to 9/30/09

Seabury Transportation     4/10/08        11,185,390    238,299
Holdings LLC               to 9/30/09

Houlihan Lokey             4/24/08         2,585,000    112,886
Howard & Zukin             to 9/30/09

KPMG LLP                   5/13/08         1,698,222     16,414
                            to 9/30/09

Wilmer Cutler Pickering    4/24/08         1,659,184     21,311
Hale and Dorr LLP          to 9/30/09

Jefferson Wells            8/01/08           657,154     10,362
International, Inc.        to 9/30/09

Deloitte Tax LLP           7/01/08           629,997      5,322
                            to 9/30/09

Faegre & Benson LLP        4/10/08           331,642      2,545
                            to 9/30/09

Togut, Segal               8/01/09           242,436      1,555
& Segal LLP                to 9/30/09

Statutory Committee        4/24/08
of Unsecured Creditors     to 9/30/09              0     30,776

Prior to the Court's Order, United States Trustee for Region 2,
Diana Adams noted that she has no objection to the Final Fee
Applications, provided that all monthly operating reports have
been filed and all outstanding liabilities for quarterly fees
have been paid through the date of the final decree closing the
Debtors' cases.  Ms. Adams however, reflected that Deloitte Tax
sought $534,496 in fees to be paid and $5,321 in expenses to be
reimbursed.

The Debtors certified that no objections were received with
respect to the Final Fee Requests filed by each of the
Applicants.

In a separate filing, FTI Consulting, Inc., asked the Court to
award it, on a final basis, fees totaling $733,634 and reimburse
its expenses for $10,217 on account of services rendered in the
Chapter 11 cases for the period from April 28, 2008, to
November 30, 2008.

                      About Frontier Airlines

Frontier Airlines Holdings, Inc. (OTCBB: FRNTQ) is the parent
company of Denver-based Frontier Airlines and Lynx Aviation.
Currently in its 16th year of operations, Frontier Airlines is the
second-largest jet service carrier at Denver International
Airport, employing approximately 5,000 aviation professionals.
Frontier Airlines' mainline operation is made up of one of the
youngest Airbus fleets in North America offering 24 channels of
DIRECTV(R) service in every seatback along with a comfortable all-
coach configuration. In conjunction with a fleet of Bombardier
Q400 aircraft operated by Lynx Aviation, Frontier offers routes to
more than 50 destinations in the U.S., Mexico and Costa Rica.  In
addition, Frontier and Midwest Airlines, a subsidiary of Republic,
have a codeshare partnership that allows passengers of both
airlines access to 70 destinations in the U.S., Mexico and Costa
Rica.

Frontier Airlines and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008 (Bankr. S.D.N.Y. Case No. 08-11297
thru 08-11299).  Benjamin S. Kaminetzky, Esq., and Hugh R.
McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors
in their restructuring efforts. Togul, Segal & Segal LLP is the
Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors'
Special Counsel, and Kekst and Company is the Debtors'
Communications Advisors.

As reported by the TCR on August 14, Republic Airways Holdings,
Inc. (NASDAQ: RJET) has been declared the winning bidder in the
auction to acquire Frontier, beating Southwest Airlines.  Republic
Airways expects to close on its purchase of Frontier Airlines on
or about Oct. 1, 2009, after which Frontier and Lynx will become
subsidiaries of Republic, alongside Midwest Airlines and
Republic's other wholly owned subsidiaries.

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


FRONTIER AIRLINES: Court Enters Final Decree Closing Two Cases
--------------------------------------------------------------
Frontier Airlines Holdings, Inc., and its debtor-affiliates
informed Judge Robert D. Drain of the U.S. Bankruptcy Court for
the Southern District of New York and parties-in-interest that
they did not receive objections to their request for the Court to
enter a final decree closing the fully administered Chapter 11
cases of Frontier Airlines, Inc., and Lynx Aviation, Inc.

Pursuant to Section 350(a) of the Bankruptcy Code, the Debtors
have noted that the Fully Administered Cases are inactive.  The
remaining activity in the Chapter 11 cases is substantively
limited to Frontier Holdings, which will remain open, according
to the Debtors.

As previously reported, the Court confirmed the Reorganized
Debtors' Joint Plan of Reorganization on September 10, 2009.  The
Effective Date of the Plan occurred on October 1, 2009.

                      About Frontier Airlines

Frontier Airlines Holdings, Inc. (OTCBB: FRNTQ) is the parent
company of Denver-based Frontier Airlines and Lynx Aviation.
Currently in its 16th year of operations, Frontier Airlines is the
second-largest jet service carrier at Denver International
Airport, employing approximately 5,000 aviation professionals.
Frontier Airlines' mainline operation is made up of one of the
youngest Airbus fleets in North America offering 24 channels of
DIRECTV(R) service in every seatback along with a comfortable all-
coach configuration. In conjunction with a fleet of Bombardier
Q400 aircraft operated by Lynx Aviation, Frontier offers routes to
more than 50 destinations in the U.S., Mexico and Costa Rica.  In
addition, Frontier and Midwest Airlines, a subsidiary of Republic,
have a codeshare partnership that allows passengers of both
airlines access to 70 destinations in the U.S., Mexico and Costa
Rica.

Frontier Airlines and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008 (Bankr. S.D.N.Y. Case No. 08-11297
thru 08-11299).  Benjamin S. Kaminetzky, Esq., and Hugh R.
McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors
in their restructuring efforts. Togul, Segal & Segal LLP is the
Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors'
Special Counsel, and Kekst and Company is the Debtors'
Communications Advisors.

As reported by the TCR on August 14, Republic Airways Holdings,
Inc. (NASDAQ: RJET) has been declared the winning bidder in the
auction to acquire Frontier, beating Southwest Airlines.  Republic
Airways expects to close on its purchase of Frontier Airlines on
or about Oct. 1, 2009, after which Frontier and Lynx will become
subsidiaries of Republic, alongside Midwest Airlines and
Republic's other wholly owned subsidiaries.

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


FRONTIER AIRLINES: New Pay Standardization Scale Irks Employees
---------------------------------------------------------------
Frontier Airlines, Inc.'s customer service agents and baggage
handlers find the new pay scale standardization "a slap in the
face" to every employee that worked hard to get the company
through bankruptcy, the Denver Post reports.

A worker who refused to be identified explained to the Post that
the carrier's 5,000 employees "took pay cuts of 10 percent to 20
percent that would be reinstated when the airline returned to
profitability."

"These were promises, and they were broken," the employee said in
an e-mail to the Post.

Prior to Frontier's plunge into Chapter 11 bankruptcy in April
2008, customer service agents and baggage handlers received
$17.51 per hour after an 11-year tenure.  Subsequent to
Frontier's exit from bankruptcy in October 2009 as a subsidiary
of Republic Airways, top pay is $15.76 per hour.

"The new pay scale will give some employees an immediate raise
when it becomes effective on January 1, and no one will see their
pay cut," according to the report, citing a statement from
Frontier spokesman Peter Kowalchuk.

However, the new pay scale provides that customer service agents
and baggage handlers in Denver may top out at an hourly rate of
$13.90 beginning January 1, 2010, according to the Post.

The standardized pay scale is part of Republic's integration
effort "to create equity between employees at Republic, Frontier
and Midwest Airlines" after Republic purchased the two airlines
in 2009.  With Frontier under Republic's wing, "some employees
who have long tenures would see their pay frozen until the scale
catches up through incremental increases," the report added.

Amid the workers' clamor, Frontier has said that it is re-
evaluating the pay scale in January 2010 to address the pay
concerns and determine if adjustments that are right and
necessary must be made.

Still as part of its integration process, Republic announced in
December 2009, that it is relocating 140 Denver-based Frontier
include dispatchers, engineers and crew schedulers to
Indianapolis, to add up to 300 full-time positions in 2010.

The added jobs in Indianapolis make Republic eligible for up to
$4 million in economic incentives through 2010.

In November 2009, Republic said it planned to move 200 Frontier
mechanics and its heavy-maintenance facility to Milwaukee, where
Midwest is based.  Republic CEO Bryan Bedford says 3,500
employees will remain in Denver.

"The move will be a seamless process for our customers and will
not result in changes in flight frequency or destinations offered
in our branded network," Mr. Bedford said.

Denver will remain by far Republic Airways' largest employment
center and hub, with a continued workforce of more than 3,500
employees, Mr. Bedford added.

Republic completed its purchase of 100% of the equity in
Reorganized Frontier for $108.75 million on October 1, 2009.  The
Transaction was hinged on the relinquishment of all of
Republic's rights under Frontier's Plan of Reorganization to any
distribution on account of Republic's allowed general unsecured
claims against the Debtors.  Republic also serves as equity plan
sponsor for Frontier's Chapter 11 Plan.

                      About Frontier Airlines

Frontier Airlines Holdings, Inc. (OTCBB: FRNTQ) is the parent
company of Denver-based Frontier Airlines and Lynx Aviation.
Currently in its 16th year of operations, Frontier Airlines is the
second-largest jet service carrier at Denver International
Airport, employing approximately 5,000 aviation professionals.
Frontier Airlines' mainline operation is made up of one of the
youngest Airbus fleets in North America offering 24 channels of
DIRECTV(R) service in every seatback along with a comfortable all-
coach configuration. In conjunction with a fleet of Bombardier
Q400 aircraft operated by Lynx Aviation, Frontier offers routes to
more than 50 destinations in the U.S., Mexico and Costa Rica.  In
addition, Frontier and Midwest Airlines, a subsidiary of Republic,
have a codeshare partnership that allows passengers of both
airlines access to 70 destinations in the U.S., Mexico and Costa
Rica.

Frontier Airlines and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008 (Bankr. S.D.N.Y. Case No. 08-11297
thru 08-11299).  Benjamin S. Kaminetzky, Esq., and Hugh R.
McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors
in their restructuring efforts. Togul, Segal & Segal LLP is the
Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors'
Special Counsel, and Kekst and Company is the Debtors'
Communications Advisors.

As reported by the TCR on August 14, Republic Airways Holdings,
Inc. (NASDAQ: RJET) has been declared the winning bidder in the
auction to acquire Frontier, beating Southwest Airlines.  Republic
Airways expects to close on its purchase of Frontier Airlines on
or about Oct. 1, 2009, after which Frontier and Lynx will become
subsidiaries of Republic, alongside Midwest Airlines and
Republic's other wholly owned subsidiaries.

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


FUNDAMENTAL PROVISIONS: Amends List of Creditors
------------------------------------------------
Fundamental Provisions, L.L.C., has filed with the U.S. Bankruptcy
Court for the Middle District of Louisiana amendments to its list
of creditors.

The Debtor filed this amendment to the Debtor's list of creditors
in January 4, 2009: http://bankrupt.com/misc/lamb09-11897.pdf

The Debtor previously filed this addition to the list on
December 9, 2010:

     Arby's
     22826 Hwy 59
     Robertsdale, AL 36567

     PFG
     P. O. Box 19169
     Richmond, VA 23242

     Popeyes Ad Fund
     5555 Glenridge Connector NE
     Suite 300
     Atlanta, GA 30342

     Templet & Templet
     125 Thruway Park
     Broussard, LA 70518

Gonzales, Louisiana-based Fundamental Provisions, LLC -- fdba
Pollo, Inc., et al. -- filed for Chapter 11 bankruptcy protection
on December 8, 2009 (Bankr. M.D. La. Case No. 09-11897).
Fundamental Provision's affiliates -- Pollo, Inc., and Thaxco,
Inc. -- also filed Chapter 11 bankruptcy petitions.  Barry W.
Miller, Esq., at Heller, Draper, Hayden, Patrick & Horn, assists
the Debtors in their restructuring efforts.  Fundamental
Provisions listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


FUNDAMENTAL PROVISIONS: Seeks Access to Cash Collateral
-------------------------------------------------------
Fundamental Provisions, L.L.C., et al., have sought approval from
the U.S. Bankruptcy Court for the Middle District of Louisiana to
use cash securing their obligations to their prepetition lenders.

Certain creditors, including the Internal Revenue Service, may
claim a lien on the Debtor's credit card deposits, which
constitute cash collateral.  As of the date of filing, the Debtors
estimate that it has approximately $25,000 in credit card slips
that have been deposited for collection, which creditors may
assert constitute cash collateral.  In the ordinary case, these
credit card deposits are collected and replaced on a daily basis
with other credit card deposits arising from the sale of food and
beverages.

Barry W. Miller, Esq., at Heller, Draper, Hayden, Patrick & Horn,
L.L.C., 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 collateral pursuant to a
weekly budget, a copy of which is available for free at:

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

The Debtors seek authority to exceed each line item in the Budget
by up to 20%.

In exchange for using the cash collateral, the Debtors propose to
grant the prepetition lenders replacement security interests in
and liens on all post-petition assets of the Debtor and its
estates on which the Secured Creditors held valid and perfected
liens as of the Petition Date and all proceeds, rents and products
of all of the foregoing and all distributions thereon, in the same
respective priority they held prior to the Petition Date, and
subject only to valid, perfected, enforceable and nonavoidable
liens and security interests granted by law or by the Debtor to
any person or entity that were superior in priority to the
prepetition security interests and liens held by the Secured
Creditors.

The Debtors assert that all Cash Collateral now existing and
hereafter acquired will be deposited and maintained by the Debtor
in certain bank accounts, pending disbursement in the ordinary
course of business of the Debtor consistent with the provisions of
this Proposed Interim Order and the Budget.

The Debtors ask the Court to set a final meeting for January 8,
2010 at 9:00 a.m.

Gonzales, Louisiana-based Fundamental Provisions, LLC -- fdba
Pollo, Inc., et al. -- filed for Chapter 11 bankruptcy protection
on December 8, 2009 (Bankr. M.D. La. Case No. 09-11897).
Fundamental Provision's affiliates -- Pollo, Inc., and Thaxco,
Inc. -- also filed Chapter 11 bankruptcy petitions.  Barry W.
Miller, Esq., at Heller, Draper, Hayden, Patrick & Horn, assists
the Debtors in their restructuring efforts.  Fundamental
Provisions listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


GENERAL MOTORS: Reports 6% Sales Decline From 2008
--------------------------------------------------
General Motors on Tuesday said GM dealers in the U.S. reported
160,996 retail deliveries in December -- a 7% increase compared to
last year, and a 50% increase over last month.  Retail sales of
Chevrolet, Buick, GMC and Cadillac brands were 146,419 -- up 13%
for the month.  In total, GM dealers in the U.S. delivered 208,511
vehicles in December.  This represents a total sales decline of 6%
from the previous year, driven primarily by declines in fleet
sales (33%) and in sales of non-core brands (55%).

"The fact that our retail market share has increased two full
points from the third to fourth quarters demonstrates that we are
strengthening our brands," said Susan Docherty, GM vice president,
U.S. Sales.  "We are delivering a healthier sales mix and earning
consumer confidence through our launch vehicles such as Chevy
Equinox and Camaro, Buick LaCrosse, GMC Terrain and Cadillac SRX."

In 2009, GM dealers delivered 2,084,492 vehicles, down 30%
compared with 2008.  "The year-over-year comparison reflects a 38%
reduction in fleet, reduced overall incentive spending and the
orderly wind-down of the Pontiac and Saturn brands," Docherty
said.  "Our sell-down of Pontiac and Saturn inventory is 10 months
ahead of schedule and we only have about 1,700 vehicles left - 800
Pontiacs and 900 Saturns. This shows real progress in our action
plans."

Other December Key Facts:

    * Retail sales of Chevrolet, Buick, GMC and Cadillac brands
      were 13% higher than in 2008 -- achieved with 47% less
      inventory than last year

    * Chevrolet retail sales were up 14% -- driven by strong sales
      of Camaro (7,518 sales -- segment leader for 7th straight
      month), Traverse (up 92%), Malibu (up 34%) and Equinox (up
      137%)

    * Buick retail sales were up 32% compared with a year ago on
      the continued strength of LaCrosse (up 370%) and Enclave
      (up 37%)

    * GMC retail sales were up 4% vs. December 2008 on strong
      Acadia sales (up 49%) and Terrain (up 197% vs. the vehicle
      it replaced, Pontiac Torrent)

    * Cadillac retail sales were up 7%, led by the 2010 SRX, with
      sales 357% higher than a year ago (4,880 vs. 1,069)

    * December month-end dealer inventory of 385,000 -- the lowest
      year-end level on record

    * Total GM crossover retail sales were up 67%

"The year 2009 was a watershed year for us in many ways. From our
dealer restructuring to our focus on Chevrolet, Cadillac, Buick
and GMC, we have made the difficult but necessary decisions to
position our new company for success," Ms. Docherty added.  "We're
looking forward to 2010 as a year when the economy continues a
modest recovery, industry sales begin to improve and our
outstanding new products build additional sales momentum."

                 "May the Best Car Win" Campaign;
                    60-Day Money Back Guarantee

GM said its 60-day money-back guarantee and "May the Best Car Win"
message demonstrated confidence in Chevrolet, Buick, GMC and
Cadillac and improved consumer consideration.

"Americans have given our cars, crossovers and trucks a strong
vote of confidence, and we take that very seriously," Ms. Docherty
said.  "We've listened to those who've returned their vehicles to
help us continue designing and building products our customers
deserve."

More than 419,000 vehicles have been sold during the campaign and
results show that almost all customers chose to keep their
vehicles.  Just 310 customers have returned their vehicles -
approximately 0.007% of all eligible vehicles sold.

        Other Brands Sold 14,687 Total Vehicles in December

GM's wind-down of non-core brands has been orderly and is now 10
months ahead of schedule.  These brands represented 9% of retail
sales in December, compared with 15% in May 2009.  Inventories for
the combined brands totaled 5,123 units at December month-end,
representing a 95% decrease compared to the end of May 2009
(112,141 units).

          Management Discussion of December Sales Results

"Increasingly, we are seeing signs of a global economic recovery,"
said Mike DiGiovanni, executive director, Global Market and
Industry Analysis.  "In the U.S., with firm used car prices, low
interest rates and an improving economic outlook we expect
industry sales to improve after a dismal 2009 performance."

-- U.S. Economy

    * Overall, economic leading indicators point to a continuing
      recovery in 2010, although risks remain.

    * Job losses slowed significantly in November, and the
      unemployment rate dropped from 10.2% to 10%. However, this
      is still high by historical standards.

    * Although consumer confidence improved in December to the
      second highest level in 2009, it is likely to stay tepid due
      to the high unemployment rate.

    * Housing market is mixed. Although existing home sales are
      surging, new home sales and home prices have softened
      recently.

    * Manufacturing sector continues to expand due to depleted
      inventory and better than expected holiday sales.

-- U.S. Auto Industry

    * The U.S. December 2009 SAAR is estimated to be approximately
      the same as November -- 11.0 to 11.2 million (total industry
      estimate) -- resulting in total vehicle sales of
      10.6 million for the entire 2009 CY, the lowest since 1982.

    * Based on the strengthening U.S. economy, 2010 CY sales are
      projected to rise to between 11.0 to 12.0 million.

                           *     *     *

Ford said higher sales in every product category and for every
brand propelled the Company to a 33% sales increase in December
versus a year ago.  Ford cars were up 42%, crossovers were up 51%,
sport utilities were up 33%, and trucks and vans were up 18%.
Among brands, Ford sales were up 37%, Lincoln sales were up 16%
and Mercury sales were up 6%.

Chrysler Group on Tuesday reported that December 2009 sales
increased 36% compared with November 2009 and 20 of 24 vehicles
posted sales increases for the same time period.  Chrysler Group
reported total U.S. sales for December of 86,523 units.  Sales
increased 36% month-over-month and declined 4% year-over-year.
The company finished the year with 931,402 units sold, a decline
of 36% compared with 2008.  Inventory is down 55% compared with
December 2008, with 178,538 units in inventory, representing a 58-
day supply.  Overall industry figures for November are projected
to come in at an estimated 11.3 million SAAR.

According to The New York Times' Nick Bunkley, auto industry
tracking firm Autodata said Tuesday new-vehicle sales in the
United States increased 15% in December.  But for the year,
foreign and domestic automakers combined sold only about
10.4 million vehicles; that was down 21% from 2008.

The Times relates Jesse Toprak, vice president for industry trends
and insights at TrueCar.com, a site that tracks sales and pricing,
said, "The healing has started, but we're nowhere near fully
healthy yet."

NY Times says Chrysler fell to fifth place for the full year for
the first time, edged out by Honda, whose sales rose 24% in
December.

NY Times also reports nearly all foreign automakers said their
United States sales increased last month when compared with
December 2008.  According to the Times, sales were up 44% at Kia,
41% at Hyundai, 32% at Toyota, 18% at Nissan and 16% at
Volkswagen.

Only three automakers -- Hyundai and Kia, which are affiliated,
and Subaru -- sold more vehicles in 2009 than they did in 2008,
the report notes.

The Times reports automakers expect the year ahead to be much less
turbulent than 2009.

                    About General Motors

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

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

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

                   About Motors Liquidation

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

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

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


GHI PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: GHI Properties Corp.
        17300 N. Dallas Parkway, Suite 2040
        Dallas, TX 75248

Bankruptcy Case No.: 10-40124

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

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

Debtor-affiliate filing separate Chapter 11 petition:

  Debtor: GHI Properties Joint Venture
        17300 N. Dallas Parkway, Suite 2040
        Dallas, TX 75248
   Bankruptcy Case No.: 10-40125
   Estimated Assets: $1,000,001 to $10,000,000
   Estimated Debts: $1,000,001 to $10,000,000

Chapter 11 Petition Date: January 4, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtors' Counsel: J. Robert Forshey, Esq.
                  Forshey & Prostok, LLP
                  777 Main St., Suite 1290
                  Ft. Worth, TX 76102
                  Tel: (817) 877-8855
                  Email: jrf@forsheyprostok.com

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

The petitions were signed by D. Ronald Allen, president of the
Company.


GILBERT VILHAUER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Gilbert Calvin Vilhauer
               Kay Lynn Vilhauer
               34656 121st Street
               Hosmer, SD 57448

Bankruptcy Case No.: 10-10003

Chapter 11 Petition Date: January 4, 2009

Court: United States Bankruptcy Court
       District of South Dakota (Northern (Aberdeen)

Judge: Charles L. Nail, Jr.

Debtors' Counsel: David J. Fransen, Esq.
                  PO Box 1433
                  Aberdeen, SD 57402
                  Tel: (605) 226-8234
                  Email: fransenlaw@qwestoffice.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 $3,438,670,
and total debts of $4,091,469.

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/sdb10-10003.pdf

The petition was signed by the Joint Debtors.


GLOBAL CONTAINER: U.S. Trustee Appoints 3-Member Creditors Panel
----------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases of Global Container Lines, Ltd., and its debtor-
affiliates.

The Creditors Committee members are:

1. Blue Sea Capital
   Attn: Matt McCleery, president
   62 Southfield Avenue
   Building 2, Suite 214
   Stanford, CT 06902
   Tel: (202) 550-2626
   Fax: (202) 406-0110

2. Briarcliff Ltd.
   Attn: Heidi Liss, Esq.
   c/o Akin Gump, Strass, Hauer
   One Bryant Park
   New York, NY 10036
   Tel: (212) 872-1047

3. Key Equipment Finance, Inc.
   Attn: Richard B. Saulsbery, VP
   66 South Pearl Street
   Albany, NY 12207
   Tel: (518) 257-8542

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.

Garden City, New York-based Global Container Lines Limited filed
for Chapter 11 bankruptcy protection on November 10, 2009 (Bankr.
E.D. N.Y. Case No. 09-78585).  C. Nathan Dee, Esq., and Matthew G.
Roseman, Esq., at Cullen & Dykman, LLP, assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


GOOD TIMES: Complies With NASDAQ Marketplace Rule 4350(b)(1)(B)
---------------------------------------------------------------
Good Times Restaurants Inc. disclosed that its audited financial
statements for the fiscal year ended September 30, 2009, included
in the Company's Annual Report on Form 10-K, filed on December 29,
2009, contained a "going concern" explanatory paragraph in the
unqualified audit opinion received from its independent registered
accounting firm, Hein & Associates LLP.  The Company's ability to
continue as a going concern is due to the classification of its
note payable to Wells Fargo Bank NA as a current liability which
resulted from certain loan covenant defaults that existed as of
September 30, 2009 and recent losses from operations which,
together with Management's plan to address the going concern
issue, is discussed in more detail in the financial statements
included in its Annual Report on Form 10-K for the year ended
September 30, 2009.  Even though the Company has never been in any
payment default, the classification of the entire Wells Fargo note
payable as a current liability and the right of Wells Fargo to
accelerate the required payment of the note, means the Company
does not show the ability to fully satisfy its liabilities in the
normal course of business without raising additional capital.  As
previously reported on Form 8-K, the Company announced that its
Board of Directors has formed a Special Committee to explore and
evaluate strategic alternatives aimed at enhancing shareholder
value and explore alternatives to reduce the cost burdens of being
a publicly held entity, including the hiring of Mastodon Ventures,
Inc. to provide strategic advisory services and explore other
strategic alternatives that will further the long-term business
prospects of the Company and provide incremental value to its
shareholders.  The foregoing activities are continuing without yet
any specific recommended alternatives.

This announcement is required by Nasdaq Marketplace Rule
4350(b)(1)(B), which requires separate disclosure of receipt of an
audit opinion containing a going concern explanatory paragraph.
This announcement does not represent any change or amendment to
the Company's financial statements or to its Annual Report on Form
10-K for the fiscal year ended September 30, 2009.  The
consolidated financial statements of the Company do not include
any adjustments related to the going concern opinion and have been
prepared under the assumption that the Company will continue as a
going concern.

Good Times Restaurants Inc. -- http://www.goodtimesburgers.com/--
is a holding company for its wholly owned subsidiary, Good Times
Drive Thru Inc.  Good Times Drive Thru Inc. is engaged in the
business of developing, owning, operating and franchising
hamburger-oriented, drive-through restaurants under the name Good
Times Burgers & Frozen Custard.  Most of the Company's restaurants
are located in the communities of Colorado, but it also has
franchised restaurants in Idaho, North Dakota and Wyoming.  As of
September 30, 2008, the Company operated and franchised a total of
52 Good Times restaurants, of which 48 are in Colorado, with 43 in
the Denver greater metropolitan area, three in Colorado Springs,
one in Grand Junction and one in Silverthorne.


HAWAIIAN TELCOM: Court Issues Written Confirmation Order on Plan
----------------------------------------------------------------
Judge Lloyd King of the United States Bankruptcy Court for the
District of Hawaii entered on December 30, 2009, an order
confirming the Amended Joint Plan of Reorganization of Hawaiian
Telcom Communications, Inc., and its debtor affiliates.  Findings
of fact and conclusions of law in support of confirmation of the
Amended Plan was simultaneously inked by the Court on the same
date.

Judge King previously confirmed the Amended Plan on November 13,
2009.

Judge King acknowledged that the Amended Plan is based on the
range of enterprise values determined by the Debtors' financial
advisor, Lazard Freres & Co. LLC.  Recoveries under the Amended
Plan are based on the Debtors' prepetition capital structure as
supplemented by the Debtors' negotiations with the Secured
Lenders, the Court noted.

The Official Committee of Unsecured Creditors, however, objected
to the Amended Plan on the bases of (i) the estimated total
enterprise value of Hawaiian Telcom, (ii) the value of the
Debtors' unencumbered assets, (iii) the value and utility of
warrants provided to the Senior Noteholders, and (iv) the
allocation of value between the Secured Lenders and the unsecured
creditors.

Upon review, Judge King accepted Lazard's total enterprise
valuation of the Debtors.  Lazard, specifically, held that the
Debtors' total enterprise value or TEV is $387.5 million and the
Debtors' total distributable value or TDV is $460 million.  TDV
is calculated by adding to TEV $52 million of cash on hand after
administrative expenses and $20 million of non-core assets.  All
valuation experts employed three commonly accepted valuation
methodologies, namely the comparable company analysis, the
precedent transaction analysis, and the discounted cash flow
analysis.  Judge King opined that the Debtors' range enterprise
value, which is between $350 million and $424 million, is
reasonable.

Judge King further acknowledged that the Debtors properly valued
their unencumbered assets at $33.1 million.

Moreover, the Court held that Hawaiian Telcom proved that "new
warrants" to be issued under the Plan are an appropriate form of
recovery and that the Warrants have a value of $12.3 million.
The New Warrants refer to warrants to acquire a number of shares
of new common stock equal to 12.75% of the outstanding new common
stock at a 12.5% discount to Plan Equity Value and with an expiry
date of five years from the Effective Date.  Under a warrant
agreement, Reorganized Hawaiian Telcom Holdco, Inc., will issue
New Warrants to holders of Allowed Senior Notes Claims.  Hawaiian
Telcom, the Court noted, has established it is protecting
substantial tax benefits by using Warrants instead of common
stock under the Amended Plan.

Judge King also found that the Debtors properly allocated value
to their constituents under the Amended Plan.  The Amended Plan
specifically provides for a recovery of $12.3 million of value in
warrants to holders of Class 5 Claims as well as up to $500,000
in cash to holders of other general unsecured claims.  Under a
traditional waterfall, recoveries to unsecured creditors would be
less than $10.6 million.  The Amended Plan provides a recovery of
$12.8 million for the unsecured creditors, which is greater than
the amount the unsecured creditors would receive under a
traditional waterfall plan, Judge King opined.

Against this backdrop, the Court held that the Hawaiian Telcom
Amended Plan satisfies Section 1129 of the Bankruptcy Code:

  (1) The Amended Plan complies with all applicable provisions
      of the Bankruptcy Code as required by Section 1129(a)(1).
      The classification of Claims and Interests under the
      Amended Plan is proper under the Bankruptcy Code.
      Pursuant to Sections 1122(a) and 1123(a)(1) of the
      Bankruptcy Code, the Amended Plan provides for the
      separate classification of Claims and Interests into 18
      Classes based on differences in the legal nature or
      priority of the Claims and Interests.

  (2) The Amended Plan satisfies Section 1129(a)(2) in that the
      Debtors:

        (a) are proper debtors under Section 109 of the
            Bankruptcy Code;

        (b) have complied with all applicable provisions of the
            Bankruptcy Code; and

        (c) have complied with the applicable provisions of the
            Bankruptcy Code, the Bankruptcy Rules, the Local
            Bankruptcy Rules and the Disclosure Statement Order
            in transmitting the solicitation materials and in
            tabulating the votes with respect to the Amended
            Plan.

  (3) The Debtors proposed the Amended Plan in good faith, with
      the legitimate and honest purpose of reorganizing Hawaiian
      Telcom's ongoing business while maximizing the value of
      each of the Debtors and the recovery to creditors and
      other stakeholders.  In addition to the extensive
      negotiations with the Secured Lenders, the Debtors'
      management team maintained open dialogues with other key
      constituents.  The Debtors worked with the State of Hawaii
      to keep the Hawaii Public Utilities Commission informed
      about the restructuring process.  Moreover, the Debtors
      maintained an open dialogue with the Creditors' Committee
      and worked diligently to bridge the gap between the
      Creditors' Committee and the Secured Lenders.  Thus, the
      Amended Plan complies with Section 1129(a)(3).

  (4) Pursuant to the Amended Plan, all payments made or to be
      made by the Debtors for services or for costs and expenses
      in or in connection with their Chapter 11 cases or in
      connection with the Amended Plan and incident to their
      Chapter 11 cases, have been approved by, or are subject to
      the approval of the Bankruptcy Court.  Thus, the Amended
      Plan satisfies Section 1129(a)(4).

  (5) The Amended Plan satisfies Section 1129(a)(5) in that the
      identity and affiliations of the persons proposed to serve
      as initial directors and officers of the Reorganized
      Debtors have been disclosed.  Hawaiian Telcom Holdco,
      Inc.'s officers immediately prior to the effective date of
      the Amended Plan will serve as the initial officers of
      Reorganized Hawaiian Telcom on or after the Effective
      Date.  The Debtors have disclosed the compensation of
      these officers.  In addition, the Amended Plan states that
      Hawaiian Telcom's current president and chief executive
      officer, Eric K. Yeaman, will be appointed to the board of
      directors of Reorganized Hawaiian Telcom.  Lehman
      Commercial Paper Inc., as administrative and collateral
      agent for the Secured Lenders, has engaged Spencer Stuart
      to assist the Debtors in selecting additional members of
      the board of directors for Reorganized Hawaiian Telcom.

      Similarly, the new board of Hawaiian Telcom will be
      established and the company's by-laws will be deemed
      approved.  In conjunction, the Management Employment
      Agreements will be assumed by the Reorganized Debtors.
      The Debtors and Mr. Yeaman will amend an employment
      agreement between themselves in accordance with a term
      sheet agreed between Lehman Commercial and Mr. Yeaman on
      December 18, 2009.  The Amended CEO Agreement will be
      deemed assumed on the Effective Date.

  (6) The Amended Plan does not contain any rate changes subject
      to the jurisdiction of any governmental regulatory
      commission, thus satisfying Section 1129(a)(6).

  (7) As shown in the liquidation analysis prepared by Zolfo
      Cooper LLC, restructuring consultant of the Debtors,
      holders of Class 5 Senior Notes Claims will recover as
      much or more value as a result of confirmation of the
      Amended Plan than through a hypothetical Chapter 7
      liquidation.  The Senior Noteholders will receive 2.1%
      recovery under the Amended Plan instead of 0 to 0.9%
      recovery under a Chapter 7 liquidation.  Moreover, Classes
      15-18 will receive more under the Amended Plan than they
      would in a Chapter 7 liquidation.  Thus, the Amended Plan
      meets the requirements of Section 1129(a)(7).

  (8) Section 1129(a)(8) requires that each class of claims or
      interests must either accept a plan or be unimpaired under
      a plan.  Classes 1, 2, 4 and 15 are unimpaired classes of
      claims and Class 16 is a class of unimpaired intercompany
      interests, each of which is conclusively deemed to have
      accepted the Amended Plan in accordance with Section
      1126(f) of the Bankruptcy Code.  Classes 3, 7, 8, 9, 10,
      11, 12, 13 and 14 are impaired classes and have voted to
      accept the Amended Plan.  Class 5, an Impaired Class, has
      voted to reject the Amended Plan.  Classes 6, 17, and 18
      are not receiving any distributions under the Amended Plan
      and are deemed to reject the Amended Plan pursuant to
      Section 1126(g).  The Amended Plan thus does not satisfy
      Section 1129(a)(8).

      Nevertheless, the Court noted that the Amended Plan is
      fair and equitable even though holders of Class 5 Senior
      Noteholder Claims rejected the Amended Plan because no
      holder of a claim or interest that is junior to the claims
      of the Senior Noteholders will receive or retain any
      property under the Plan on account of that junior claim or
      interest pursuant to Section 1129(b)(2)(B)(ii) of the
      Bankruptcy Code.

  (9) The treatment of Administrative Claims and Priority Tax
      Claims under the Amended Plan is in accordance with the
      requirements of Section 1129(a)(9).

(10) Classes 3, 7, 8, 9, 10, 11, 12, 13, and 14, all of which
      Are impaired, voted to accept the Amended Plan, thus
      Satisfying Section 1129(a)(10).

(11) The Amended Plan is feasible as required by Section
      1129(a)(11).  The information provided in the Disclosure
      Statement and evidence proffered during the confirmation
      trial establish that confirmation is not likely to be
      followed by the liquidation or the need for further
      financial reorganization of Reorganized Hawaiian Telcom.
      Based on the projections, a revised strategic business
      plan, and a significantly deleveraged capital structure,
      the Debtors aver that they will be well-positioned to
      compete in their industry going forward.

(12) The Amended Plan provides for the payment of all fees
      payable by the Debtors under Section 1930(a) of the
      Judiciary and Judicial Procedure.  Thus, the Amended Plan
      satisfies Section 1129(a)(12).

(13) In accordance with Section 1129(a)(13), the Amended Plan
      provides that on or after the Effective Date, the payment
      of all retiree benefits as defined under Section 1114 of
      the Bankruptcy Code will continue pursuant to applicable
      law.  Specifically, the Reorganized Debtors will continue
      to sponsor the Hawaiian Telcom Hourly Employees Pension
      Plan and the Hawaiian Te1com Management Pension Plan as
      defined under Section 3(35) of the Employee Retirement
      Income Security Act.  The Hawaiian Telcom Hourly Employees
      Pension Plan and the Hawaiian Telcom Management Pension
      Plan are subject to the minimum funding requirements of
      the ERISA and the Internal Revenue Code.  No provision of
      the Plan, the Confirmation Order or Section 1114 will be
      construed to discharge, release or relieve the Debtors or
      any other party from any liability with respect to the
      Debtors' pension plans under the ERISA or the Internal
      Revenue Code.  Moreover, neither the Pension Benefit and
      Guaranty Corporation nor the Debtors' pension plans will
      be enjoined from enforcing that liability as a result of
      any provisions in the Amended Plan or the Confirmation
      Order for satisfaction, release or discharge of Claims.

(14) The Debtors do not owe any domestic support obligations,
      are not individuals and are non-profit corporations.
      Thus, Sections 1129(a)(14), 1129(a)(15) and 1129(a)(16) do
      not apply to the Debtors

                        Other Rulings

Moreover, pursuant to the Confirmation Order, Judge King allowed
the claims of the Secured Lenders, aggregating $599,072,812,
plus:

  (a) payment of cash interest calculated at the non-default
      rate of interest with respect to $300 million of
      outstanding obligations under the (i) Credit Agreement and
      (ii) swap and hedging contracts among Hawaiian Telcom,
      Hawaiian Telcom Holdco and certain subsidiaries and the
      lender parties under the Credit Agreement from November 1,
      2009, through the effective date of the Amended Plan;

  (b) deemed payment of interest with respect to the balance of
      the outstanding Senior Secured Obligations, with amounts
      being included in the amount of the Senior Secured Claims
      to Lehman Commercial on behalf of the Secured Lenders,
      under the Cash Collateral Order between November 1, 2009,
      and the Effective Date;

  (c) all accrued and unpaid fees and expenses owing as of the
      Effective Date with respect to the Senior Secured
      Obligations or provided for in the prepetition financing
      documents; and

  (d) unpaid documented fees and expenses due under the
      Prepetition Financing Documents.

The Allowed Senior Secured Claim will include $7,780,662 on
account of the claim owing to Goldman Sachs Bank USA, as party to
an ISDA Master Agreement.

The Reorganized Debtors are expected to fund distributions with:

  (a) Cash;

  (b) New Term Loan.  The Reorganized Debtors are authorized to
      enter into;

  (c) Intercompany Account Settlement.  The Debtors and the
      Reorganized Debtors will be entitled to transfer funds
      between and among themselves as they determine necessary
      to enable the Reorganized Debtors to satisfy their
      obligations under the Amended Plan;

  (d) New Common Stock.  The Reorganized Hawaiian Telcom Holdco
      is authorized to issue 20,000,000 shares of common stock
      and 5,000,000 preferred shares under Reorganized Hawaiian
      Telcom Holdco's Certificate of Incorporation.  On the
      Effective Date, Reorganized Hawaiian Te1com Holdco will
      issue and distribute the initial number of shares of New
      Common Stock to the distribution agent for holders of
      Allowed Claims in Class 3, subject to dilution on account
      of New Warrants, Rights Offering and Management Equity
      Incentive Program.  Moreover, 10% of the outstanding New
      Common Stock will be reserved for the Management Equity
      Incentive Program.

  (e) New Warrants.  On the Effective Date, the Distribution
      Agent will issue New Warrants to holders of Allowed Senior
      Notes Claims in Class 5, pursuant to a New Warrant
      Agreement.

  (f) Rights Offering.  Each of the Debtors and the Reorganized
      Debtors are authorized to take all actions necessary in
      furtherance of the consummation and implementation of the
      Rights Offering.

Moreover, all executory contracts or unexpired leases, not
previously assumed or rejected pursuant to an order of the
Bankruptcy Court, will be deemed assumed, in accordance with
Sections 365 and 1123 of the Bankruptcy Code.  All proofs of
claim with respect to claims arising from the rejection of
Contracts pursuant to the Amended Plan or the Confirmation Order,
if any, must be filed with the Bankruptcy Court no later than 30
days after the earlier of (i) a notice of entry of an order
approving the rejection of that Contract, or (b) the Plan
Effective Date.

With respect to a Telecommunication Facility Interconnection
Agreement between the Debtors and Pacific LightNet, Inc., nothing
in the Confirmation Order will approve the Debtors' rejection of
the Agreement, the Court held.  All rights, claims and defenses
of Pacific LightNet and the Debtors with respect to the rejection
of that Agreement are preserved pending further order of the
Court or agreement by the parties.

Similarly, Judge King clarified that nothing in the Confirmation
Order will approve the Debtors' rejection of these contracts
between the Debtors and the State of Hawaii Department of
Transportation:

  (1) UA #1846, NH-030-1(35)R Honoapiilani Highway Bypass PhlA,
      Ikena Avenue Bypass;

  (2) UA 1476, Project 50E-Ol-98, Kaumualii - Kuhio and Rice
      Street Intersection Improvement; W.O. 4080/8POOIDB,
      Relocate Pole and Cable Fac's; Raise MH's by State DOT;

  (3) MOU 1973 Project No. 28 580A-01-07M Kuamoo Road
      Resurfacing Kuhio Highway to Liika Place;

  (4) UA 1617, Project No. 56A-01-04M Kuhio Highway,
      Resurfacing, Vicinity of Hanamulu; Raise PB;

  (5) UA 1865, Project 50DE-01-05M, Kaumualii Highway
      Resurfacing, Lihue Mill Bridge to Puhi Road;

  (6) UA 1281, Project No. STP-056-1(37), Kuhio Highway,
      Resurfacing, Wailua to Kapaa; Adjust Telephone HM (6) and
      PB (1); and

  (7) UA 1753 Interstate Route H-l Widening, Waimalu Viaduct
      Westbound, Pearl City Off-Ramp to Kaonohi Street.

The Court held that all of the Debtors' insurance policies and
any related agreements, documents or instruments are treated as
executory contracts under the Amended Plan.  Thus, on the
Effective Date, the Debtors will be deemed to have assumed all
insurance policies and any related agreements relating to
coverage of all insured claims.

Similarly, Judge King averred that nothing in the Confirmation
Order or the Amended Plan will in any way operate to impair in
any respect the legal, equitable or contractual rights and
defenses of the insured or insurers with respect to any insurance
policies and related agreements between the Debtors and members
of the ACE group of companies.  The rights and obligations of the
insureds and insurers will be determined under the terms of the
ACE Policies, which will remain in full force and effect, and
under any applicable non-bankruptcy law.

Moreover, Judge King approved a settlement among the Debtors,
Lehman Commercial and the Creditors Committee.  The salient terms
of the Settlement are:

   (i) The Creditors' Committee and its individual members will
       be deemed to have waived their right to appeal entry of
       the Confirmation Order and the Bankruptcy Court's
       Findings of Fact and Conclusions of Law;

  (ii) The Debtors will be authorized to pay any Allowed
       Professional Fees Claims of the Creditors Committee's
       Professionals in full and in Cash in accordance with the
       relevant orders of the Court; provided, however, that all
       Lien Investigation Prosecution Fees and accrued and
       unpaid Professional Fee Claims of the Professionals
       retained by the Creditors' Committee as of the Effective
       Date will not be allowed on a final basis to the extent
       those Lien Investigation/Prosecution Fees and accrued and
       unpaid Professional Fee Claims cause the Debtors'
       Emergence Costs to exceed $20 million in the aggregate.

       Fees and expenses that have been paid but are not Allowed
       will be returned promptly to the Reorganized Debtors;

(iii) Any Professional Fees Claims asserted by professionals
       of the Creditors Committee on account of "success fees,"
       "transaction fees" or similar fees will not be Allowed.
       Professional Fee Claims asserted by the Creditors
       Committee's financial advisors on account of services
       rendered after December 18, 2009, will not be allowed;

  (iv) The counterclaims asserted by the Creditors Committee in
       the adversary proceeding styled as Lehman Commercial
       Paper, Inc. v. The Official Committee of Unsecured
       Creditors of Hawaiian Telcom Communications, Inc. and the
       Creditors Committee's appeal of the Bankruptcy Court's
       August 20, 2009 ruling will be deemed withdrawn.  To the
       extent issues related to the Senior Secured Obligations
       have not been adjudicated in the Adversary Proceeding,
       the Creditors Committee will be deemed to have consented
       to entry of an order granting those claims in favor of
       Lehman Commercial;

   (v) The Creditors Committee will withdraw its request for an
       advisory opinion from the Hawaii Public Utilities
       Commission with respect to the validity and extent of the
       liens securing the Senior Secured Obligations; and

  (vi) To the extent requested by the Debtors or Lehman
       Commercial, the Creditors Committee and its counsel will
       use commercially reasonable efforts to expedite the
       approval by the Federal Communications Commission
       and the Hawaii Public Utilities Commission of the Amended
       Plan.

All parties have had a full and fair opportunity to litigate all
issues raised by the objections to the Amended Plan, or that
might have been raised, and the Objections have been fully and
fairly litigated, the Court held.  Thus, all Objections,
responses, statements and comments in opposition to the Amended
Plan, and any reservation of rights that have not been withdrawn
with prejudice in their entirety, waived or settled pertaining to
Confirmation are overruled on the merits, Judge King ruled.

A full-text copy of the Hawaiian Telcom Confirmation Order
entered December 30, 2009, is available for free at:

     http://bankrupt.com/misc/HawTel_Dec30ConfirmationORD.pdf

A full-text copy of the Findings of Fact dated December 30, 2009,
is available for free at:

     http://bankrupt.com/misc/HawTel_Dec30FindingsofFact.pdf

                   Amended Secured Loan Agreement

Prior to entry of the Confirmation Order, the Debtors submitted
to the Court on December 28, 2009, an exhibit containing a
revised draft of a senior secured loan agreement among
Reorganized Hawaiian Telcom Holdco, and Reorganized Hawaiian
Telcom Communications, Inc., and certain lenders under the
Amended Plan.

On the Effective Date, the Reorganized Debtors will have
substantially consummated the restructuring of their corporate
and capital structures as provided in the Amended Plan, and which
will include, among others:

   (i) entering into the Senior Secured Loan Agreement, Guaranty
       and Collateral Agreement and other related loan
       documents;

  (ii) converting all of the outstanding principal amounts under
       (x) an Amended and Restated Credit Agreement dated
       June 1, 2007, and (y) all outstanding obligations under
       certain swap and hedging contracts among Hawaiian Telcom,
       Hawaiian Telcom Holdco and certain subsidiaries and the
       lender parties under the Credit Agreement into:

       -- new senior secured term loans in an aggregate
          principal amount of $300,000,000; and

       -- shares of common stock of Reorganized Hawaiian Telcom
          Holdco, $0.01 par value per share, each to be issued
          to the Loan Lenders on the Effective Date of the
          Amended Plan.

(iii) granting first priority security interests in
       substantially all of the assets of the Debtors to the
       Lenders to secure payment and satisfaction of the
       obligations under the Senior Secured Loan Agreement.

A copy of the draft of the Senior Secured Loan Agreement is
available for free at:

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

                   About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

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


HAWAIIAN TELCOM: Proposes to Pay $787,000 to USAC
-------------------------------------------------
Hawaiian Telcom Communications Inc. and its units seek the Court's
permission to enter into an agreement with Universal Service
Administrative Company, whereby the Debtors agree to pay $787,102
to the federal Universal Service Fund to address USAC's claim.

Every interstate telecommunications carrier, including certain of
the Debtors, is required under federal law to make monthly
contributions to the Universal Service Fund.  USAC administers
the USF under the direction of the Federal Communications
Commission.  As permitted by applicable federal regulations, the
Debtors collect USF contributions from their customers and remit
the amounts collected from customers to the USF on a monthly
basis.

As of the Petition Date, the Debtors owed the USF $787,102 on
account of contributions collected from customers during the
period from November 1, 2008, through the Petition Date.  The
Debtors previously sought the Bankruptcy Court's authority to pay
the USF Fees, but the Court denied the payment request.

Theodore D.C. Young, Esq., at Kirkland & Ellis LLP, in Honolulu,
Hawaii, discloses that USAC contacted the Debtors and requested
that the Debtors renew the request for authority to pay the USF
Fees.  USAC advised the Debtors that it will take all appropriate
steps to ensure that the USF Fees are either remitted to the USF
or returned to the Debtors' customers from which they were
received.  The parties also engaged in discussions with respect
to the payment of the USF Fees to USAC.  Accordingly, in a
stipulation with USAC, the Debtors agree to satisfy the USAC
Claims on these terms:

  (a) The Debtors will pay the USF Fees to the USF immediately
      upon entry by the Court of an order approving the Debtors'
      Motion; and

  (b) Upon receiving notice from the Debtors of payment of the
      USF Fees, the Clerk of the Court will expunge the USAC
      Claims from the Debtors' claims register and the scheduled
      amounts will be deemed satisfied in full.

Given the amount of the USF Fees at issue, it is not an
efficient use of the Debtors' resources at this time to engage in
litigation with USAC over payment of the USF Fees, Mr. Young
points out.  A litigation could not only potentially generate
costly legal fees and expenses, but could also damage the
Debtors' ongoing relationship with USAC and the FCC, he
maintains.

                   About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

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


HAWAIIAN TELCOM: Proposes to Purchase Kailua Property for $625,000
------------------------------------------------------------------
Hawaiian Telcom Communications Inc. and its units maintain a
number of central offices, which contain specialized
telecommunications equipment that enable voice and data
communications to be effectively routed through the Hawaiian
Telcom network, including one central office located in Kailua,
Loolaupko, Honolulu, Hawaii.  The Kailua Central Office sits on
two parcels of land.  The Debtors own one of the parcels, and
occupy the other parcel pursuant to a lease agreement between the
Debtors' predecessor, Hawaiian Telephone Company, and Manuel
George Calhau.  The Leased Parcel houses a variety of
telecommunications hardware, an underground storage tank, a power
generator, commercial-grade network cable as well as other
related equipment.

Pursuant to the Lease, the Debtors have the right of first
refusal to purchase the Leased Parcel on the same terms as any
prospective third party purchaser.  To exercise the right of
first refusal, the Debtors must notify the Landlord of their
intent to purchase the Leased Parcel within 30 days of
receiving notice of the Landlord's intent to sell the Leased
Parcel.  On October 26, 2009, the Debtors received notice of the
Landlord's intent to sell the Leased Parcel to a third party for
the Purchase Price.

Upon review, the likelihood that the third-party purchaser
increases the rent at the end of the current term of the Lease as
well as a determination that the purchase price of the Leased
Parcel for $625,000 is less than the net present value of the
projected Lease, the Debtors have arrived at a conclusion that
exercising the right of first refusal pursuant to the Lease and
purchasing the Leased Parcel is the prudent course of action for
them to take.

By this motion, the Debtors seek the Court's authority to buy the
Leased Parcel for $625,000.

Nicholas C. Dreher, Esq., at Kirkland & Ellis LLP, in Honolulu,
Hawaii, points out that should the Landlord consummate the sale
of the Leased Parcel to a third party, there is no guarantee that
upon expiration of the Lease, the Debtors would be able to
negotiate an extension of the Lease with the prospective
purchaser on terms that would be acceptable to them.  Moreover,
the Debtors have determined that it makes good economic sense to
simply purchase the Leased Parcel at a price that is less than
the net present value of the Lease costs, he maintains.

Judge King grants the Debtors' request.

                   About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

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


HOST HOTELS: Fitch Assigns 'BB-' Rating to 144A Private Placement
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to a 144A private
placement by Host Hotels & Resorts, L.P., for which Host Hotels &
Resorts, Inc., acts as sole general partner.  The transaction
closed on Dec. 22, 2009, and is comprised of $400 million
aggregate principal amount of 2.5% exchangeable senior debentures
due 2029, including the exercise of the $50 million over-allotment
option by the initial purchasers.  The net proceeds from the sale
of the debentures, which are redeemable at Host's option beginning
on Oct. 20, 2015, at the redemption price of 100% of the principal
amount plus accrued interest, are approximately $391 million.  Net
proceeds will be used for debt repayment, including the redemption
of the $346 million outstanding of Host LP's 7% series M senior
notes due 2012, as well as the repayment of other outstanding debt
and for general corporate purposes.  Fitch's Issuer Default Rating
for Host is 'BB-', and the Rating Outlook is Negative.

Headquartered in Bethesda, MD, Host Hotels & Resorts, Inc., is a
lodging real estate investment trust focused on luxury and upper
upscale hotels.  Host currently owns 112 properties with
approximately 62,000 rooms, and also holds a non-controlling
interest in a joint venture that owns 11 hotels in Europe with
approximately 3,500 rooms.  As of Sept. 11, 2009, the company had
$12.1 billion in total assets and $6.1 billion in stockholders'
equity.


HSM ARCADIA: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: HSM Arcadia Station, Ltd.
        5001 Spring Valley Rd., Suite 1100W
        Dallas, TX 75244

Bankruptcy Case No.: 10-30131

Chapter 11 Petition Date: January 4, 2010

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

Judge: Barbara J. Houser

Debtor's Counsel: Gerald Philip Urbach, Esq.
                  Hiersche, Hayward, Drakeley & Urbach
                  15303 Dallas Parkway, Ste. 700
                  Addison, TX 75001
                  Tel: (972) 701-7026
                  Fax: (972) 701-8765
                  Email: gurbach@hhdulaw.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 Don R. Plunk, president of the general
partner of the Company.


IMPERIAL INDUSTRIES: Receives NASDAQ Deficiency Notices
-------------------------------------------------------
Imperial Industries, Inc., has received two NASDAQ Staff
Deficiency letters on December 30, 2009, and January 4, 2010,
respectively, stating that (a) the Company's common stock failed
to close above the minimum closing bid price of $1.00 per share
for 30 consecutive business days as required by NASDAQ Listing
Rule 5550(a)(2) which requires all listed companies to maintain a
minimum closing price of $1.00 per share and (b) the Company
failed to hold an annual shareholders' meeting by the end of its
fiscal year ending December 31, 2009, in violation of the
continued listing standard set forth in NASDAQ Listing Rule
4350(e).

In accordance with NASDAQ Listing Rule 5810 (c)(3)(A), the Company
has been afforded a compliance period of 180 consecutive days, or
until June 28, 2010, to regain compliance with the minimum closing
bid price.

As previously reported in the Company's current report on Form 8-K
filed with the Securities and Exchange Commission on December 29,
2009, the Company received a Staff Determination Notice from
NASDAQ stating that the Company's plan to regain compliance with
NASDAQ Listing Rules related to maintaining a minimum
stockholders' equity of $2,500,000 was denied and as a result, the
Company's common stock would be delisted from the NASDAQ Capital
Markets.  In response to the notice and pursuant to applicable
NASDAQ rules, the Company appealed the determination and was
granted a hearing before a NASDAQ Listing Qualifications Panel on
January 28, 2010, to request NASDAQ's continued listing of the
Company's common stock on the NASDAQ Capital Market.  The appeal
stayed the delisting of its common stock pending the hearing.  The
Company will also be able to present its views with respect to its
additional deficiency of not holding a shareholders' meeting at
the hearing scheduled on January 28, 2010.  There can be no
assurance that the Company will regain compliance, or will be able
to demonstrate a plan to sustain compliance with the NASDAQ
Listing Rules, in time to avoid delisting by NASDAQ.

For more information and a more complete description of the NASDAQ
Deficiency Notices, please refer to the Company's current report
on Form 8-K filed with the Securities and Exchange Commission on
January 5, 2010.

Imperial Industries, Inc. -- http://www.imperialindustries.com/--
is a building products company.  The Company sells products
primarily in the State of Florida and to a certain extent the rest
of the Southeastern United States with facilities in the State of
Florida.  The Company is engaged in the manufacturing and
distribution of stucco, plaster and roofing products to building
materials dealers, contractors and others through its subsidiary,
Premix-Marbletite Manufacturing Co.


IRONHORSE COUNTRY: Files for Chapter 11 Bankruptcy
--------------------------------------------------
Ironhorse Country Club filed for Chapter 11 bankruptcy after
losing a battle to charge mandatory fees to residents and
suffering a membership drop caused by failing economy, according
to Kimberly Miller at Palm Beach Post Money.

Ms. Miller says Thomas O'Malley, chairman of Switzerland-based
refinery Petroplus, offered $2.4 million to purchase the Company.

Ironhorse Country Club owns and operates a resort club located
near Beeline Highway and Jog Road.


IRONHORSE COUNTRY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Ironhorse Country Club, Inc.
        8055 Ironhorse Boulevard
        West Palm Beach, FL 33412

Bankruptcy Case No.: 10-10086

Chapter 11 Petition Date: January 4, 2010

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Bradley S. Shraiberg, Esq.
                  2385 NW Executive Center Dr. #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0801
                  Fax: (561) 998-0047
                  Email: bshraiberg@sfl-pa.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/flsb10-10086.pdf

The petition was signed by John G. McGregor, vice president of the
Company.


J.K. DONALDSON: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: J.K. Donaldson Family Limited Partnership
          aka J&C Donaldson Family Limited Partnership
        5808 Mariposa Drive
        McKinney, TX 75070

Bankruptcy Case No.: 10-40045

Chapter 11 Petition Date: January 4, 2010

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

Judge: Brenda T. Rhoades

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  Email: courts@joycelindauer.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 Kenneth Donaldson, managing general
partner of the Company.


JOSE JORGE: Files Amended List of Largest Unsecured Creditors
-------------------------------------------------------------
Jose Jorge and Fatima Jorge filed with the U.S. Bankruptcy Court
for the Eastern District of California an amended list of its
largest unsecured creditors.

A full-text copy of the amended list of unsecured creditors id
available for free at:

http://bankrupt.com/misc/JoseJorge_amendedListof Creditors.pdf

Gustine, California-based Jose Jorge dba Jose M. Jorge Dairy and
Jorge Family Dairym and Fatima Jorge filed for Chapter 11 on
December 10, 2009 (Bankr. E.D. Calif. Case No. 09-62001.)  Hilton
A. Ryder, Esq. represents the Debtors in their restructuring
efforts.  In their petition, the Debtors listed assets and debts
both ranging from $10,000,001 to $50,000,000.


JOSE JORGE: Wants to Hire McCormick Barstow as Bankruptcy Counsel
-----------------------------------------------------------------
Jose Jorge and Fatima Jorge ask the Hon. W. Richard Lee of the
U.S. Bankruptcy Court for the Eastern District of California for
permission to employ McCormick, Barstow, Sheppard, Wayte & Carruth
LLP as counsel.

The firm will, among other things:

   -- examine the principals of the Debtors and other parties as
      to the Debtors' acts, conduct and property;

   -- prepare applications, motions, notices and proposed orders,
      together with supporting documentation, to be submitted to
      the Court; and

   -- identify, prosecute and defend claims and causes of action
      assertable by or against the estates.

The Debtors propose to employ the firm under a general retainer
because of the extensive legal services required for the estate.
The Court document did not disclose the compensation for the
firm's services

Hilton A. Ryder, an attorney at the firm, assures the court that
McCormick Barstow is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Mr. Ryder can be reached at:

     McCormick, Barstow, Sheppard, Wayte & Carruth LLP
     5 River Park Place East
     Fresno, CA 93720

Gustine, California-based Jose Jorge dba Jose M. Jorge Dairy and
Jorge Family Dairym and Fatima Jorge filed for Chapter 11 on
December 10, 2009 (Bankr. E.D. Calif. Case No. 09-62001).  Hilton
A. Ryder, Esq., represents the Debtors in their restructuring
efforts.  In their petition, the Debtors listed assets and debts
both ranging from $10,000,001 to $50,000,000.


JUBILEE PARK: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Jubilee Park at Carolina Beach, LLC
        15770 Dallas Parkway, Suite 700
        Dallas, TX 75248

Bankruptcy Case No.: 10-30175

Chapter 11 Petition Date: January 4, 2010

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

Judge: Barbara J. Houser

Debtor's Counsel: Eric A. Liepins, Esq.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  Email: eric@ealpc.com

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

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

According to the schedules, the Company has assets of $8,000,000,
and total debts of $6,348,895.

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/txnb10-30175.pdf

The petition was signed by Bruce West Sr., V.P. of managing member
of the Company.


LAKE AT LAS VEGAS: Property Owners Seek $24 Billion in Damages
--------------------------------------------------------------
Newsradio 840 KXNT reports that a group of property owners at Lake
Las Vegas sued Credit Suisse seeking $24 billion in damages an to
arguing that the bank engaged in a predatory to own scheme by
burdening Lake Las Vegas' developers with more debt but the bank
denied the allegation.

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

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


LAZARE KAPLAN: Files Claims Under Certain Insurance Policies
------------------------------------------------------------
Lazare Kaplan International Inc. announced that, in connection
with its efforts to resolve the material uncertainties preventing
it from timely filing its periodic reports under the Securities
Exchange Act of 1934, the Company filed claims under certain of
its insurance policies.  Discussions of such material
uncertainties have been previously disclosed by the Company on its
Forms 8-K filed with the Securities and Exchange Commission on
September 1, 2009, September 16, 2009, October 8, 2009, and
October 21, 2009.

On January 2, 2010, in connection with such claims, the Company
and certain insurers of the Company and underwriters of the
Insurance Policies, entered into an Agreement for Interim Payment.
Pursuant to the Agreement, the Underwriters agree to pay to the
Company, prior to conclusion of their claim investigation, (a) an
interim payment of $28 million pursuant to claims made by the
Company under the Insurance Policies, and (b) the Company's "sue
and labor" costs and expenses.  Except with respect to any rights
of subrogation, the Underwriters waive and release any right to
recover the interim payment, directly or indirectly by any means,
from the Company either by way of offset, setoff, recoupment,
counterclaim or otherwise.  In return, the Company waives all
rights at law, equity or otherwise to pursue claims for
consequential, extra-contractual or tort-like claims against the
Underwriters in their capacity as having subscribed to the
Insurance Policies, and agrees to pursue only such indemnity under
the Insurance Policies that provably exceeds the interim payment.
The Company is continuing to discuss with the Underwriters claims
that it believes provably exceed such interim payment.  Pursuant
to the Agreement, the Underwriters have committed to reach a
decision by May 3, 2010, as to whether the Company has coverage
under the Insurance Policies with respect to the claims and, if
so, the amount of payment for the same.

The interim payment by itself does not resolve the material
uncertainties, and the Company is continuing to pursue final
resolution thereof through its remaining claims under the
Insurance Policies as well as other strategies.

The Company also announced the following:

                     $25.0 Million Facility

On February 19, 2008, Lazare Kaplan Belgium NV, a subsidiary of
the Company, and Antwerp Diamond Bank NV ("ADB") entered into a
Credit Confirmation Letter, pursuant to which ADB granted to the
Subsidiary an uncommitted US$25 million credit facility.  The
Subsidiary previously used the $25M Facility from time to time for
working capital purposes; however, as of December 29, 2009, there
were no amounts outstanding under the $25M Facility.

On December 29, 2009, ADB delivered a notice to the Subsidiary,
stating that in accordance with the terms of the Credit Letter, it
is terminating the $25M Facility as of January 28, 2010.  There
are no material early termination penalties to be incurred by the
Company or the Subsidiary as a result of the termination of the
Facility.

                      $45.0 Million Facility

On February 20, 2008, the Company and ADB entered into a Credit
Confirmation Agreement, pursuant to which ADB granted to the
Company an uncommitted US$45 million credit facility.  The Company
uses the $45M Facility for working capital purposes.  As of
December 30, 2009, approximately $43 million was reflected as
outstanding under the $45M Facility by ADB.

On December 30, 2009, ADB delivered a notice to the Company,
stating that in accordance with the terms of the Credit Agreement,
it is terminating the $45M Facility on March 1, 2010.  Pursuant to
such notice, ADB is claiming that the outstanding principal
balance due and owing under the $45M Facility, plus accrued and
unpaid interest, costs, charges and fees (including attorneys'
fees) shall be due and payable on such termination date, which
aggregate amount the Company has not as of yet ascertained.

The Company sharply disputes ADB's claim that it has the right
under the Credit Agreement to terminate the $45M Facility at this
time.  The Company believes that it has material defenses and
counterclaims to any legal action that might be filed by ADB on
the basis of the asserted termination.  The Company expects to be
in discussions with ADB to amicably resolve these matters, of
which there can be no assurance of success.

                           AMEX Listing

On December 31, 2009, the Company submitted to NYSE Regulation, on
behalf of NYSE AMEX LLC, a supplement to its Plan of Compliance
originally submitted to the Staff on October 7, 2009, requesting
an extension of the Exchange's delisting deadline to May 31, 2010,
which would give the Company the time it believes necessary to
prepare and file all delinquent Exchange Act reports.  The Staff
is currently reviewing the request.

Lazare Kaplan International, Inc., sells its diamonds and jewelry
products through a worldwide distribution network.  The Company is
noted for its ideal cut diamonds, which it markets internationally
under the brand name, Lazare Diamonds(R).


LEHMAN BROTHERS: LBI Closes Transactions With UniCredit
-------------------------------------------------------
On November 19, 2009, the Court approved certain procedures to
unwind, closeout and reduce to cash receivables owed by Lehman
Brothers, Inc.

Prior to the Petition Date, UniCredit Bank Austria AG entered
into certain foreign exchange transactions with LBI and served as
a custodial bank for LBI's business.  In its capacity as
custodian, UniCredit maintained cash and securities accounts for
LBI, some of which were assets held by LBI for its customers.

On the Petition Date, funds were due or to become due to LBI with
respect to the Transactions.

James W. Giddens, the trustee under SIPA to administer LBI's
estate intends to effectuate the transfer of certain portions of
the Custodial Assets to former account holders of LBI.

Accordingly, the Trustee and Bank Austria desire to closeout the
Transactions and Bank Austria desires to return the Custodial
Assets.

The Trustee has determined that it would be in the best interests
of the LBI Estate, its customers and creditors that the
outstanding Transactions be closed out subject to the payment of
EUR48,860,066 in the manner and upon the terms agreed by the
Trustee and Bank Austria.

The Terms are:

  * Bank Austria will pay the Closeout Amount in immediately
    available funds within two business days upon the Court's
    approval of the Parties' agreement by wire transfer to:

         Union Bank, N.A.
         ABA No. 1220000196
         A/C No. 3713096431 TRUSDG
         James W. Giddens, Trustee, LBI Funds Account,
         Account No. 6711860101

  * Upon receipt by the Trustee of the Closeout Amount, the
    Transactions will be fully and finally closed without the
    need for any further Court approval or other action by the
    Parties.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

              International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: PwC's UK Plan Garners Support From Creditors
-------------------------------------------------------------
PricewaterhouseCooper's claim resolution agreement has garnered
support from most of the 1,300 creditors and is expected to win
approval of the United Kingdom High Court by the December 29,
2009, from the 90% majority the firm needs for the deal to push
through, the Telegraph U.K. reported on December 26, 2009.

However, if the votes fall short, PwC is expected to ask for a
three-week extension or request that creditors accept the deal
with a smaller majority and move forward with a reduced group,
the report said.

Steven Pearson, joint administrator and partner at PwC, said:
"This deal represents the last opportunity to find a one-size-
fits-all solution to the problem.  After this, it is a very slow
and difficult process to get people's assets back to them."

According to the report, the plan now on the table is a
contractual agreement rather than a court-driven process, which
the U.K. Court rejected early this year.  The current plan uses
specific valuation dates to count up how much is owed to hedge
funds on their derivative positions.  On aggregate, the dates and
formula selected benefit more hedge funds than they disadvantage.

The current plan aims to thaw about $11 billion in assets and
return them to creditors before April 2010.

PwC hopes to set a deadline with the U.K. court for further
claims on the assets by the end of February 2010, with a goal of
returning assets before the end of the first quarter.

The creditors' committee in the U.K. bankruptcy case includes
hedge-fund managers Ramius LLC, GLG Partners LP and Oceanwood
Capital Management LLP.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

              International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: UK Issues Ruling on Pre-Admin. Client Money
------------------------------------------------------------
The United Kingdom High Court, on December 15, 2009, handed down
judgment on an application brought by the joint administrators of
Lehman Brothers International (Europe) seeking directions
relating to the client money held by LBIE prior to its
administration.

The judgment follows the joint administrators' directions
application issued on 1 May 2009 which sought to address a number
of uncertainties in the FSA's client money rules.  LBIE's records
identified client money claims of some $2.1bn.  The
Administrators hold some $1bn in segregated pre-administration
client money.

Mr. Justice Briggs noted in his judgment that the FSA's rules
were unclear in a number of important respects but found that:

  1. The pool of pre-administration client money consists of
     those bank accounts and transaction accounts used by LBIE
     in order to segregate client money.  The balances of the
     bank accounts at the time of LBIE's administration totaled
     approximately US$2.1 billion.  The Joint Administrators may
     not recover all of these balances.

  2. LBIE is not required to top up or adjust the client money
     pool, whether:

        -- for clients for whom no or insufficient money was
           segregated at the time of administration;

        -- for movements between the time of last segregation,
           being the morning of 12 September 2008, based on
           figures at as close of business on 11 September 2008,
           and the time of administration; or

        -- to make good any credit loss shortfall including, for
           example, the shortfall arising by reason of the
           insolvency of Lehman Brothers Bankhaus AG, with which
           LBIE had deposited US$1 billion of client money on 12
           September for repayment on 15 September 2008).

  3. The client money pool is to be distributed to those clients
     for whom LBIE had segregated client money at the time of
     its administration.  These will generally be those clients
     who have already received information from the Joint
     Administrators advising them how much client money LBIE's
     books and records indicate was segregated for them by LBIE
     at the time of administration. Mr. Justice Briggs said that
     if the creditors have not received any information, it is
     likely LBIE did not segregate any client money for the
     creditors at the time of administration.  Mr. Justice said
     his judgment does not permit the creditors to claim against
     the client money pool.

  4. Clients' client money entitlements are to be calculated at
     the time of administration by reference to what was
     segregated by LBIE for them at that time.  For many
     clients, this will be the same as that which was segregated
     for them at the time when LBIE last conducted its
     reconciliation and segregation of client money on the
     morning of 12 September 2008, which it did using data as at
     close of business on 11 September 2008.  However, for some
     futures clients, the amount segregated for them in respect
     of certain of their futures' positions was adjusted between
     close of business on 11 September 2008 and the time of
     administration to reflect fluctuations in the value of
     those futures' positions.  Those clients' client money
     entitlements will therefore reflect that adjustment.
     Mr. Justice Briggs noted that the judgment does not address
     whether clients for whom LBIE segregated sums in respect of
     depot breaks or unapplied credits have a client money
     entitlement in respect of those amounts.  That issue is
     expected to be dealt with by way of a short addendum to the
     judgment.

  5. Clients will be required to give credit for client money
     paid to them by LBIE (or its affiliates on LBIE's behalf)
     prior to the time of administration.  Where LBIE segregated
     money for clients in respect of fails and those clients
     have subsequently received the relevant securities, clients
     will also be required to give credit accordingly.

  6. In the absence of an agreement to the contrary, LBIE may
     not exercise any right of set-off or retention against
     clients' distributions from the client money pool in
     respect of debts owed by those clients to LBIE.

  7. Mr. Justice further noted that the judgment does not decide
     whether particular clients may or may not be able to bring
     claims against the general estate in relation to
     pre-administration client money, whether as unsecured
     creditors or for the return of identifiable client money
     held by LBIE outside the client money pool.  However, the
     Court did address some of the principles that would apply
     to any of those claims.

Andrew Clark, partner at PricewaterhouseCoopers leading the team
managing the client money matters, said, "[t]here has been a
significant uncertainty over who is entitled to claim the client
money which LBIE is holding.  This decision provides clarity and
enables us to confirm client entitlements."

The judgment affirms the outcome expected by the joint
administrators and their legal advisers, Linklaters.  Stephen
Fletcher, partner at Linklaters, commented, "[t]he court has
provided much needed clarity on a cornerstone of the UK
regulatory regime protecting clients."

"Whilst this decision is welcome, the breadth of the issues
likely to be appealed will impact on the progress towards
distribution that the joint administrators had been hoping to
make," Mr. Fletcher added.

Steven Pearson, joint administrator and partner at
PricewaterhouseCoopers LLP, commented, "[t]oday's judgment
confirms the way we have determined clients' entitlements to the
client money we hold.  We are keen to return client money as soon
as possible and I hope that any appeal can be dealt with swiftly.
I understand that the way in which LBIE determined entitlements
to client money were market practice -- this judgment could have
wider market consequences if other market participants need to
reappraise whether further amounts now need to be segregated.

At the handing down of the judgment on 15 December 2009, six
respondents to the application sought and have been granted
permission to appeal the judgment.  Those respondents are Lehman
Brothers Inc., Lehman Brothers Holdings Inc. and Lehman Brothers
Finance AG (all of whom are affiliates of LBIE's), CRC Credit
Fund, Limited (one of the representative respondents for
unsegregated client money claimants), and Goldman Sachs GSIP
Master Company (Ireland) Limited and Paragon Capital Management
Fund Limited (two of the representative respondents for
segregated client money claimants).  If any or all of these
respondents decide to appeal, they are required to file their
appeal notice on or before 15 January 2010.

If the judgment is appealed, the breadth of the issues that may
be the subject of that appeal is so that the appeal is likely to
impact on the Joint Administrators' progress towards making a
distribution of client money.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

              International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: UK Sets March 18 as True Assets Claims Bar Date
----------------------------------------------------------------
On 15 December 2009, following an application of the Joint
Administrators of Lehman Brothers International (Europe) (in
administration), the High Court of England and Wales made a Bar
Date Order in relation to claims to "Trust Assets."

The granting of the Order satisfies one of the conditions to the
Claims Resolution Agreement between LBIE and claimants to Trust
Assets.  The CRA is currently on offer to certain claimants to
Trust Assets for their acceptance.  If sufficient acceptances are
obtained before the closing date of the offer (currently 29th
December 2009) the CRA will become effective as between LBIE and
the signatories.

Steven Pearson, Joint Administrator and partner at
PricewaterhouseCoopers LLP said:

"The Bar Date Order marks an important milestone in the process of
returning assets to customers.  We remain on timetable to commence
the systemic return of customer property to LBIE's customers under
the Claims Resolution Agreement within Q1 2010.  I would encourage
all affected clients to sign up to the CRA to ensure they are able
to participate in the Trust Asset distribution process."

Assuming that the CRA does become effective, the Joint
Administrators anticipate commencing distributions under it
shortly after the Bar Date.  The Bar Date is binding on all
claimants to Trust Assets whether or not they are signatories to
the CRA.

The Order allows LBIE and the Joint Administrators to distribute
assets held for clients and protects them from claims in respect
of any breach of trust which arises in circumstances where LBIE
distributes (or retains for itself pursuant to its legal rights)
Trust Assets to clients and counterparties of LBIE after 19 March
2010 on the basis of the information then available to them.

Trust Asset claimants have recently been provided with statements
setting out an estimate of the assets LBIE holds on their behalf
and all affected clients were invited to attend meetings in London
and New York last week.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

              International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Plan for Claims Contrary to Law, Banks Say
-----------------------------------------------------------
Lehman Brothers Holdings Inc., which aims to trim $824 billion in
claims filed by creditors, is asking the judge for powers that fly
"in the face of" U.S. law and policy, said Bundesverband deutscher
Banken, a German bank association representing more than 200
banks, according to a report by Carla Main at Bloomberg News.

Lehman Brothers, the Bloomberg report relates, asked the U.S.
Bankruptcy Court to let it file so-called omnibus objections to
certain claims.  With such powers, Lehman would avoid its "burden"
to explain to each creditor why a claim is being rejected, without
presenting evidence, the association said.

While generalized objections to claims are allowed by bankruptcy
rules in order to speed cases with large numbers of creditors,
their use is restricted to protect claimants' rights, the
association said, according to the report.

                       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: Unit Launches Tender Offer for 12.25% Senior Notes
-----------------------------------------------------------------
Level 3 Communications, Inc.'s subsidiary, Level 3 Financing,
Inc., has commenced a tender offer to purchase for cash any and
all of the $550 million in aggregate principal amount outstanding
of its 12.25% Senior Notes due 2013.

In connection with the offer to purchase, Level 3 Financing is
soliciting consents to certain proposed amendments to the
indenture governing the Notes to eliminate substantially all of
the covenants, certain repurchase rights and certain events of
default and related provisions contained in the indenture.

Holders of Notes that are validly tendered prior to 5:00 p.m., New
York City time on Jan. 19, 2010, unless extended or earlier
terminated, and accepted for purchase, will receive the total
consideration of $1,080.00 per $1,000.00 principal amount of the
Notes, which includes $1,050.00 as the tender offer consideration
and $30.00 as a consent payment.  The tender offer is scheduled to
expire at midnight, New York City time, on February 2, 2010,
unless extended or earlier terminated.  Payment for Notes validly
tendered on or prior to the Consent Time and accepted for purchase
will be made promptly after the Consent Time.  Holders of Notes
that are validly tendered after the Consent Time and on or prior
to the Expiration Date, and accepted for purchase, will receive
the tender offer consideration but will not receive the consent
payment.  Payment for Notes validly tendered after the Consent
Time and on or prior to the Expiration Date and accepted for
purchase will be made promptly after the Expiration Date.  Accrued
interest up to, but not including, the applicable settlement date
will be paid in cash on all validly tendered and accepted Notes.

Level 3 Financing intends to fund the purchase of the Notes
tendered with net proceeds from a proposed private debt offering,
and may also fund purchases pursuant to the tender offer with cash
on hand.  It is anticipated that any Notes that remain outstanding
following the tender offer will be redeemed by the company on
March 15, 2010, at a redemption price of $1,061.25, defeased or
otherwise discharged.

It is a condition to the consummation of the tender offer that the
holders of at least a majority of the outstanding aggregate
principal amount of the Notes consent to the amendments to the
indenture governing the Notes.  Level 3 Financing's obligation to
purchase Notes pursuant to the tender offer is also conditioned on
the issuance by Level 3 Financing of at least $640 million
aggregate principal amount of senior notes in the proposed debt
offering described above.  The tender offer is also subject to the
satisfaction or waiver of certain other conditions as set forth in
the Offer to Purchase.

This announcement is not an offer to purchase, a solicitation of
an offer to purchase, or a solicitation of an offer to sell
securities with respect to the Notes.  The tender offer may only
be made pursuant to the terms of the Offer to Purchase and the
related Letter of Transmittal.

The complete terms and conditions of the tender offer are set
forth in an Offer to Purchase that is being sent to holders of the
Notes.  Holders are urged to read the tender offer documents
carefully.  Copies of the Offer to Purchase and the related Letter
of Transmittal may be obtained from the Information Agent for the
tender offer, Global Bondholder Services Corporation, at (212)
430-3774 and (866) 389-1500 (toll-free).

BofA Merrill Lynch and Citi are the Dealer Managers for the tender
offer.  Questions regarding the tender offer may be directed to
BofA Merrill Lynch, Liability Management Group at (888) 292-0070
(toll-free) and (646) 855-3401 or Citigroup Global Markets Inc. at
(800) 558-3745 (toll-free) and (212) 723-6106.

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.


LEVEL 3: Moody's Rates $640 Mil. Senior Unsec. Notes at 'Caa1'
--------------------------------------------------------------
Moody's Investors Service rated Level 3 Financing Inc.'s new
$640 million senior unsecured 8-year notes Caa1, while also
affirming the Caa1 corporate family rating and SGL-1 speculative
grade liquidity rating of Level 3 Financing Inc.'s parent company,
Level 3 Communications Inc.  Level 3's probability of default
rating was raised to Caa1 from Caa2, and its rating outlook was
revised to stable from negative.  Proceeds from the new notes will
be used to fund a tender offer for Level 3 Financing, Inc.'s
12.25% senior unsecured notes due March 15, 2013.

Over the past year, Level 3 has initiated a number of refinancing
transactions, the cumulative impact of which has significantly
reduced near-term refinancing risk.  Proforma for the
transactions, Level 3's cash position (estimated to be
approximately $815 million at year-end 2009) should now provide
coverage for about two or more years of debt maturities
($157 million in 2010, $427 million in 2011 and a portion of the
$301 million in 2012), assuming the company is at least modestly
cash flow positive going forward, and depending somewhat on
minimum cash balances needed for liquidity purposes.  This is the
primary rationale behind the favorable PDR and rating outlook
actions, and, since liquidity requirements are virtually assured
for the next year, the SGL rating affirmation, as well.

The CFR remains positioned at the Caa1 level principally because
the company has not yet demonstrated the ability to finance growth
from internally generated cash flow, notwithstanding expectations
that it will be modestly cash flow positive for fiscal 2009.  Of
note, a critical component of improved cash generation is
dramatically reduced capital expenditures as the company has
consolidated its position in lieu of pursuing additional growth
during 2009.  This has resulted in revenue declining from 2008
levels, and with it, the absolute level of EBITDA has also
decreased.  In addition, the company's improved liquidity position
comes partially at the price of increased debt.  Consequently,
Debt/EBITDA leverage has increased to an estimated 6.9x from 6.3x
at the end of 2008 (partially reversing a nearly four year trend
of gradual improvement).  Preceded somewhat by increased capital
expenditures that will consume cash, Moody's expect revenues and
EBITDA to grow during 2010 and 2011, and anticipate that leverage
will improve towards 6.0x in the second half of 2011.

Assignments:

Issuer: Level 3 Financing, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD4,
     54%)

Ratings and Loss Given Default Assessment Adjustments:

Issuer: Level 3 Communications, Inc.

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

  -- Subordinate Conv./Exch.  Bond/Debenture, Unchanged at Caa3
     with the LGD Assessment revised to LGD6, 96% from LGD5, 84%

  -- Senior Unsecured Conv./Exch.  Bond/Debenture, Unchanged at
     Caa3 with the LGD Assessment revised to LGD5, 88% from LGD5,
     73%

  -- Senior Unsecured Regular Bond/Debenture, Unchanged at Caa3
     with the LGD Assessment revised to LGD5, 88% from LGD5, 73%

Issuer: Level 3 Financing, Inc.

  -- Senior Secured Bank Credit Facility, Unchanged at B1 with the
     LGD Assessment revised to LGD1, 08% from LGD1, 03%

  -- Senior Unsecured Regular Bond/Debenture, Unchanged at Caa1
     with the LGD Assessment revised to LGD4, 54% from LGD3, 34%

Outlook Actions:

Issuer: Level 3 Communications, Inc.

  -- Outlook, Changed To Stable From Negative

Issuer: Level 3 Financing, Inc.

  -- Outlook, Changed To Stable From Negative

Moody's most recent rating action concerning Level 3 was taken on
April 7 2009, at which time the company's add-on $220 million TLB
was rated B1.

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc. (Level 3) is a publicly traded international communications
company with one of the world's largest communications and
Internet backbones.


LEVEL 3: S&P Assigns 'CCC' Rating on $640 Mil. Senior Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned Level 3 Financing
Inc.'s aggregate $640 million senior unsecured notes, to be issued
under Rule 144A with registration rights, its issue-level rating
of 'CCC' (two notches lower than its 'B-' corporate credit rating
on parent company Level 3 Communications Inc.).  S&P also assigned
this debt a recovery rating of '6', indicating its expectation of
negligible (0%-10%) recovery for noteholders in the event of a
payment default.  The company will use proceeds to refinance its
$550 million 12.25% notes.

At the same time, S&P affirmed its other outstanding ratings on
Level 3, including the 'B-' corporate credit rating.  The rating
outlook is stable.

"The 'B-' rating reflects Broomfield, Colo.-based Level 3's
position in a highly competitive industry with a history of
pricing pressure and the presence of large, well-capitalized
competitors," said Standard & Poor's credit analyst Richard
Siderman.

The rating also recognizes sizable capital expenditures that
consume substantial operating cash flow, and S&P's expectation
that leverage will remain elevated in the near-to-medium term.
Tempering factors include growing demand for broadband transport
services due to increasing volumes of multimedia and Internet
content, a more stable pricing environment, and substantial cash
balances that support an adequate level of liquidity for the next
12 to 18 months.

Level 3's financial performance has weakened during the recession,
particularly in the core network services segment.  The
macroeconomic climate negatively affected many of the company's
customers, reducing demand for transport services and deferring
the sales cycle.  The economy also dampened demand at the
company's broadcast services unit, Vyvx, as customers reduced the
number of covered broadcasting events.  In addition, Level 3's
managed modem business continues to shrink as customers switch to
broadband, as many had expected.

Still, Level 3 has been able to at least somewhat mitigate the
impact of lower revenues by substantially reducing operating costs
through a combination of synergies from acquired facilities
(including the elimination of duplicate circuits), headcount
reductions, and lower performance-related compensation.  As a
result, while revenues were down 10.7% for the nine months ended
Sept. 30, 2009 from the prior-year period, there was a lesser
impact on EBITDA.  Level 3 is guiding to a reported EBITDA range
of $900 million to $950 million for full-year 2009, versus
$987 million of EBITDA reported for 2008.

As a result of weaker operating results, adjusted annualized
leverage remained high at 8.3x for the third quarter ended
Sept. 30, 2009.  S&P expects that revenues and EBITDA will be
under pressure through much, if not all, of 2010, resulting in
adjusted leverage remaining elevated in the mid-7x to 8x range
during the year.  But S&P also expects the company to maintain a
substantial cash balance, which, along with limited mandatory debt
amortization and a lack of debt maintenance covenants, should
provide adequate near-term liquidity.


LEXINGTON PRECISION: Wants Continued Use of Senior Lenders Cash
----------------------------------------------------------------
Lexington Precision Corporation and Lexington Rubber Group, Inc.,
ask the U.S. Bankruptcy Court for the Southern District of New
York for permission to continue using cash collateral of the
prepetition senior lenders until January 14, 2010, or until the
occurrence of a "termination event."

This is the Debtors' seventh application for an extension in their
cash collateral use.

The prepetition senior lenders consented to an extension of the
Debtors' use of cash collateral.

As reported in the Troubled Company Reporter on Aug. 19, 2009, the
Debtors will use cash collateral for (a) working capital and
capital expenditures, (b) other general corporate purposes of the
Debtors, and (c) the costs of administration of the bankruptcy
cases, in accordance with a budget.

The prepetition senior lenders are:

   -- CapitalSource Finance LLC, as lender and revolver agent for
      itself and other lenders, and co-documentation agent, and
      Webster Business Credit Corporation, as lender and co-
      dumentation agent under that certain Credit and Security
      Agreement, dated May 31, 2006.

   -- CSE Mortgage LLC, as lender and collateral agent for itself
      and each other lender, and DMD Special Situations Funding
      LLC, as lender under that certain Loan and Security
      Agreement, dated May 31, 2006.

The Debtors related that as of Oct. 1, 2009, they were obligated
to the prepetition secured lenders in the principal amount of
$31.5 million, plus accrued and unpaid interest in the amount of
$5,000.  The value of the assets encumbered by the prepetition
secured lenders' liens significantly exceeds the aggregate amount
of the obligations owed under the prepetition credit agreements.

The Debtors added that the prepetition secured lenders have not
yet responded to the Debtors' request.  The Debtors hope that they
will be able to reach a consensual resolution of the motion.

The Debtor further said that the only alternative to continued use
of cash collateral is a sale of a portion of the Debtors' core
business.

As adequate protection, the prepetition senior lenders will be
granted (a) continued replacement security interests upon all of
the Debtors' assets, (b) first priority security interests in all
unencumbered assets of the Debtors, and (c) liens on all
encumbered assets that were not otherwise subject to the
prepetition senior lenders' liens as of the commencement date.

                     About Lexington Precision

Headquartered in New York, Lexington Precision Corp. --
http://www.lexingtonprecision.com/-- manufactures tight-tolerance
rubber and metal components for use in medical, automotive, and
industrial applications.  As of February 29, 2008, the Company
employed about 651 regular and 22 temporary personnel.

The Company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Christopher J. Marcus, Esq., and Victoria
Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Systems -
Bankruptcy Solutions LLC as claims agent.  The U.S. Trustee for
Region 2 appointed six creditors to serve on an official committee
of unsecured creditors.  Paul N. Silverstein, Esq., and Jonathan
Levine, Esq., at Andrews Kurth LLP, represent the Committee as
counsel.

On June 30, 2008, the Debtors filed with the Bankruptcy Court a
plan of reorganization.  It was amended twice, the latest
amendment dated December 8, 2008.  The Debtors currently plan to
complete the liquidation of their connector-seal business before
seeking approval of the Amended Plan.


LEXINGTON PRECISION: Wants DIP Loan Maturity Date Moved to March 1
------------------------------------------------------------------
Lexington Precision Corporation and Lexington Rubber Group, Inc.,
ask the U.S. Bankruptcy Court for the Southern District of New
York for permission to continue using the $4 million postpetition
financing from Lubin Partners, LLC, William B. Conner, and ORA
Associates LLC.

This is the Debtors' second request for the extension of the DIP
facility.

On April 17, 2008, the Court authorized the Debtors to obtain
postpetition financing from the DIP Lenders.  On April 21, 2008,
the Debtors issued a $4 million note to the DIP lenders.  The
original DIP Loan was set to mature on April 1, 2009 (or upon
certain earlier termination events).  On March 23, 2009, the Court
authorized the extension of the DIP Loan until December 31, 2009.

The Debtors have an immediate need to further extend the maturity
date of the DIP Loan to continue their business operations, to
maintain business relationships with vendors, suppliers and
customers, to meet payroll, to make capital expenditures, to
satisfy other working capital and operational needs, and to
satisfy the cost of administering these Chapter 11 cases.

The Debtors relate that the terms of the maturity date extension
have been negotiated at arms' length and in good faith.

The DIP lender consented to the extension of the DIP Loan maturity
date until (i) March 1, 2010; (ii) the date upon which the
Debtors' use of cash collateral terminates' (iii) the occurrence
of a Termination Event.

The Debtors promise to pay interest on the existing DIP Note on
the first business day of each month (in arrears) and upon the
date the note matures or otherwise becomes due and payable at the
rate of LIBOR plus 7% per annum with a LIBOR floor of 3% per
annum; provided that any principal amount not paid when due will
bear interest payable upon demand at the rate that is 2% per annum
in excess of the rate of interest otherwise payable upon the note.
All payments hereunder, including any prepayment, will be made to
the holders on a pro rata basis based on the respective principal
amounts owed to each holder.

All obligations of the Debtors under the note will be paid when
due, and senior to any and all other claims, including, without
limitation, all administrative expenses or other claims.

                     About Lexington Precision

Headquartered in New York, Lexington Precision Corp. --
http://www.lexingtonprecision.com/-- manufactures tight-tolerance
rubber and metal components for use in medical, automotive, and
industrial applications.  As of February 29, 2008, the Company
employed about 651 regular and 22 temporary personnel.

The Company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Christopher J. Marcus, Esq., and Victoria
Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Systems -
Bankruptcy Solutions LLC as claims agent.  The U.S. Trustee for
Region 2 appointed six creditors to serve on an official committee
of unsecured creditors.  Paul N. Silverstein, Esq., and Jonathan
Levine, Esq., at Andrews Kurth LLP, represent the Committee as
counsel.

On June 30, 2008, the Debtors filed with the Bankruptcy Court a
plan of reorganization.  It was amended twice, the latest
amendment dated December 8, 2008.  The Debtors currently plan to
complete the liquidation of their connector-seal business before
seeking approval of the Amended Plan.


LOHREY ENTERPRISES: Trustee to Sell Assets to Angelica for $4 Mil.
------------------------------------------------------------------
The trustee for Lohrey Enterprises will sell the Company's
4.6 acres of land in Gilroy, California, to Angelica Textile
Services for $4.1 million, according to Jim Welte at Marin
Independent Journal.  The sale excludes the Company's headquarters
in Harbo Drive in Sausalito.

Based in Sausalito, California, Lohrey Enterprises Inc. offers
industrial valet service.  The company filed for Chapter 11
protection on Oct. 17, 2009 (Bankr. N.D. Calif. Case No. 08-
12206).  Michael C. Fallon, Esq., at Law Offices of Michael C.
Fallon, represents the Debtor.  In its petition, the Debtor listed
both assets and debts of between $1 million to $10 million.


LOIS SMITH: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Lois Smith
        9463 Sherwood Drive
        Rancho Cucamonga, CA 91737

Bankruptcy Case No.: 10-10124

Chapter 11 Petition Date: January 4, 2010

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Cynthia A. Dunning, Esq.
                  1815 E Workman Avenue #G
                  West Covina, CA 91791
                  Tel: (626) 915-8780
                  Email: lawdeva@aol.com

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

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


LORA NEEL: Voluntary Chapter 11 Case Summary
--------------------------------------------
Joint Debtors: Lora J. Neel
               Mark R. Neel
               4046 Hunt Rd.
               Fairfax, VA 22032

Bankruptcy Case No.: 10-10023

Chapter 11 Petition Date: January 4, 2009

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

Judge: Robert G. Mayer

Debtors' Counsel: Gregory H. Counts, Esq.
                  Tyler, Bartl, Ramsdell & Counts, PLC
                  700 South Washington St. Suite 216
                  Alexandria, VA 22314-4252
                  Tel: (703) 549-7178
                  Fax: (703) 549-5011
                  Email: gcounts@tbrclaw.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.


LYONDELL CHEMICAL: BoNY Wants 507(b) Claim Allowed for $361MM
-------------------------------------------------------------
The Bank of New York Mellon and the Bank of New York Mellon Trust
Company, N.A., as indenture trustee for the holders of certain
notes aggregating (a) $100 million issued by Lyondell Chemical
Company, as predecessor-in-interest of ARCO Chemical Company, and
(b) $225 million issued by Equistar Chemicals, LP, ask the Court
to allow and direct payment of an administrative expense claim
under Section 507(b) of the Bankruptcy Code for $361.5 million.

Glenn E. Siegel, Esq., at Dechert LLP, in New York, notes that the
Debtors' Second Amended Joint Plan of Reorganization and
Disclosure Statement include a new valuation asserting that the
midpoint Business Enterprise Value or "BEV" of Lyondell Chemical
Company is now $14.5 billion.  Had the Debtors not incurred DIP
Loans and granted priming liens to Roll-Up Loans, then the
$14.5 billion in BEV would have secured ratably prepetition
secured debt of only $12.76 billion -- leaving the Notes
oversecured, he points out.  Instead, BoNY's purported 19% equity
cushion has vanished and BoNY has become substantially
undersecured, he contends.

The Second Amended Plan strips the Noteholders of recourse to
foreign and non-debtor subsidiaries in violation of the Debtors'
BEV presented in February 2009 -- recourse that the Court relied
on as justification for the priming DIP Liens, Mr. Siegel says.
The priming DIP Lien, the drop in BEV, and the Second Amended
Plan's abandonment of the methods combine to drop the Noteholders'
collateral value from 119% to 26.4%, he tells the Court.

Thus, Mr. Siegel asserts that BoNY now holds a Section 507(b)
superpriority administrative expense claim for $361.5 million in
light of the decline in value of its collateral.  To claim the
superpriority provided under Section 507(b), he argues that BoNY
was provided adequate protection by the Debtors in the form of a
replacement lien as a result of the grant of priming liens under
Section 364(d) of the Bankruptcy Code.  Despite the grant of
replacement liens, BoNY now has an administrative expense claim
arising under Section 503(b) of the Bankruptcy Code.  He stresses
that had BoNY's liens not been primed, BoNY would still be
oversecured today.  As required under Section 507(b), BoNY's
Section 503(b) administrative expense claim, thus, arises from the
grant of priming liens under Section 364(d), he asserts.  It is
simply unreasonable for the Senior Secured Lenders to receive
$504 million in adequate protection payments, and the estate-paid
professionals with junior administrative expense claims have
received $130 million while BoNY has fallen oversecured to
undersecured without compensation, Mr. Siegel adds.

The Court will consider BoNY's request on January 19, 2010.
Objections are due January 10.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


LYONDELL CHEMICAL: BoNY Wants to Separate Noteholder Claims
-----------------------------------------------------------
The Bank of New York Mellon and the Bank of New York Mellon Trust
Company, N.A., as indenture trustee for the holders of certain
notes aggregating (a) $100 million issued by Lyondell Chemical
Company, as predecessor-in-interest of ARCO Chemical Company, and
(b) $225 million issued by Equistar Chemicals, LP, ask the Court
pursuant to Section 1122 of the Bankruptcy Code and Rule 3013 of
the Federal Rules of Bankruptcy Procedure to determine
classification of certain claims for purposes of voting on the
Debtors' Second Amended Joint Plan of Reorganization.

Glenn E. Siegel, Esq., at Dechert LLP, in New York, argues that
the Second Amended Plan improperly classifies all claims resulting
from $475 million owed to the Lyondell Notes and Equistar Notes
together with $9 billion in claims asserted by the holders of
claims under the Senior Secured Credit Facility in a single class.
For one, BoNY, on behalf of the Noteholders, has a significant
superpriority administrative expense claim under Section 507(b) of
the Bankruptcy Code for failure of adequate protection, which
cannot be placed in a voting class -- much less a class of
substantially dissimilar impaired secured claims, Mr. Siegel
asserts.

Moreover, the Second Amended Plan violates Section 1122(a) of the
Bankruptcy Code by classifying together claims that are not
substantially similar, Mr. Siegel contends.  He points out that
the Senior Secured Facility Claims are subject to avoidance as
result of a pending action initiated by the Official Committee of
Unsecured Creditors against the Debtors' prepetition lenders and
directors while BoNY is an intervening plaintiff on behalf of the
Noteholders.

The Second Amended Plan (i) grants the Senior Secured Lenders
disproportionate rights in the reorganized company's Class A
stock, (ii) contains no mechanism to account for hundreds of
millions in adequate protection payments already received by the
Senior Secured Lenders, thereby permitting a double recovery that
is not available to the Noteholders, and (iii) forces the
Noteholders to surrender their 507(b) Claim, Mr. Siegel asserts.
These forms of preferential treatment are barred by Section
1123(a)(4) of the Bankruptcy Code, which provides that all claims
within a given class receive the same treatment, he maintains.

Against this backdrop, BoNY asks the Court to enter an order
separately classifying the Noteholder Claims.

The Court will consider BoNY's request on January 19, 2010.
Objections are due January 10.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


LYONDELL CHEMICAL: ZVI Englander Wants to Set Off Claims
--------------------------------------------------------
Prepetition, and pursuant to a verbal agreement, Zvi Englander
and Company, Ltd., acted as Debtor Equistar Chemicals, LP's
exclusive agent for the sale of polyethylene, polypropylene and
other products throughout Israel.  Pursuant to the agreement, Zvi
Englander was entitled to commissions at the rate of 3.5% - 5%1
for the sale of the Debtor's products.  In addition to selling
the Debtor's products on a commission basis, Zvi Englander
assisted the Debtor in the collection of accounts receivable from
its customers.  As of the Petition Date, Zvi Englander discloses
that the Debtor owed it $501,197 in unpaid commissions.
Moreover, Zvi Englander points out that it overpaid the Debtor
for $49,796 for product purchased for its own account.  Thus, Zvi
Englander asserts Claim No. 8074 for $8,650,994, including the
$501,197 unpaid commissions.

Zvi Englander further discloses that it owed the Debtor $327,253
for product purchased prepetition.  At the Debtors' request, Zvi
Englander assisted the Debtor in its collection of accounts
receivable from third parties, entitling it $193,799 in
postpetition commissions for these services, plus $912 in
postpetition storage fees.

By this motion, Zvi Englander asks the Court to the lift the
automatic stay to:

(i) permit the set-off of Zvi Englander's prepetition
     obligations to the Debtor against the Debtor's prepetition
     obligations to Zvi Englander; and

(ii) pursuant to Section 503(b)(1)(A) of the Bankruptcy Code,
     allow and direct immediate payment of $194,711 as an
     administrative expense claim.

S. Jason Teele, Esq., at Lowenstein Sandler PC, in New York,
asserts that since the debt owed by the Debtor to Zvi Englander
was due and owing prior to the Petition Date, the Debtor has no
equity in its claim against Zvi Englander.  Moreover, since the
Debtors have been authorized by the Court to obtain DIP
Financing, the Debtor's claim for the amount owed to it by Zvi
Englander is not necessary to effectuate the Debtors'
reorganization, he insists.  He further argues that the claim and
the debt are "mutual" as the Debtor owes Zvi Englander for unpaid
prepetition commissions and Zvi Englander owes the Debtor for
invoices relating to its prepetition purchase of product.  Thus,
Zvi Englander is entitled to offset the prepetition debt against
the Debtor's prepetition debt, he says.  Similarly, he asserts
that Zvi Englander is entitled to full payment of $194,711, as an
actual and necessary cost and expense of preserving the Debtor's
estate.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


MAGNA ENTERTAINMENT: Auction of 2 Horse Tracks Moved to Jan. 21
---------------------------------------------------------------
Andrea K. Walker at The Baltimore Sun reports that Magna
Entertainment Corp. agreed in bankruptcy court Tuesday to postpone
the sale of two Maryland horse tracks as the Debtor works with
bidders to provide reassurance that the Preakness would remain in
the state.

The auction was originally scheduled for Friday.  According to
Baltimore Sun, the auction has been moved to January 21.  The
report says six bidders have expressed interest in the tracks,
including the Baltimore developer the Cordish Cos., Penn National
Gaming Inc., the De Francis family and Blow Horn Equity LLC in
Pennsylvania.

Baltimore Sun says Magna has identified a lead bidder for the
auction.  Baltimore Sun relates that as part of the negotiations
with that bidder, Magna plans to work out an agreement to keep the
Preakness, the second leg of horse racing's Triple Crown, in
Maryland.

Baltimore Sun notes the state of Maryland has the right to review
the bids and match any bid for the race.  Baltimore Sun says the
General Assembly passed emergency legislation last year, signed by
Gov. Martin O'Malley, giving the state authority to exercise a
"right of first refusal" and acquire the tracks and Preakness
through eminent domain.  According to Baltimore Sun, part of the
agreement with the winning bidder would allow Maryland officials
to seek a court injunction if anybody decides to relocate the
race.

Baltimore Sun also reports that Magna obtained Court permission to
end a profit-sharing agreement with Joseph A. De Francis and other
former owners of Laurel Park and Pimlico Race Course, who had a
previous agreement to split any potential proceeds from slot
machine gambling.

Baltimore Sun relates Mr. De Francis said he wasn't surprised that
the Court ruled against him on the profit-sharing deal and that he
hasn't decided whether to appeal.  "Typically, judges in
bankruptcy proceedings go to great lengths to allow debtors to
sell assets free of any pre-bankruptcy contractual obligations,"
he said, according to Baltimore Sun.

                     About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., are the
Debtors' local counsel.  Miller Buckfire & Co. LLC is the Debtors'
investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent for the Debtors.

Magna Entertainment Corp. had total assets of $1.054 billion and
total liabilities of $947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MAGNA ENTERTAINMENT: Still Has Rights for Slot Machines at Laurel
-----------------------------------------------------------------
Carla Main at Bloomberg News reports that the Bankruptcy Court
ruled that Magna Entertainment Corp. didn't give up its right to
try to put slot machines at its Laurel Park race course when the
company bought the property in 2002.  Bankruptcy Judge Mary
Walrath rejected the claim by one of the former owners of the
race track that only a company he is affiliated with can seek a
casino license or operate a casino at Laurel Park.

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., are the
Debtors' local counsel.  Miller Buckfire & Co. LLC is the Debtors'
investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent for the Debtors.

Magna Entertainment Corp. had total assets of $1.054 billion and
total liabilities of $947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MARHABA PARTNERS: Files for Chapter 11 Protection in Houston
------------------------------------------------------------
Marhaba Partners LP filed for bankruptcy protection January 5 in
Houston, Texas (Bankr. S.D. Tex. Case No. 10-30227).  Marhaba is a
Houston-based real-estate developer.  Marhaba, indicating it
has fewer than 50 creditors, listed assets and debts between
$50 million and $100 million.


MARHABA PARTNERS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Marhaba Partners Limited Partnership
        1499 Potomac
        Houston, TX 77057

Bankruptcy Case No.: 10-30227

Chapter 11 Petition Date: January 5, 2010

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

Judge: Karen K. Brown

About the Business:

Debtors' Counsel: Elizabeth Carol Freeman, Esq.
                  Porter & Hedges, L.L.P.
                  1000 Main Street, 36th Floor
                  Houston, TX 77002
                  Tel: (713) 226-6631
                  Fax: (713) 226-6231
                  Email: efreeman@porterhedges.com

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by David Lucyk.


MARKET STREET: Files for Bankruptcy to Stop Foreclosure
-------------------------------------------------------
Rebecca Mowbray at The Times-Picayune reports that Market Street
Properties LLC filed for Chapter 11 bankruptcy in the U.S.
Bankruptcy Court in New Orleans, halting a foreclosure auction
sought by the Company's trustee in July 2009.  The foreclosure is
an attempt to collect on a $6.5 million note that was due in June
2007.

The Company listed assets and debts of between $10 million and
$50 million.  The company owes $250,000 to NOLA Development;
$787,314, Sam Develop LLC; and $127,838, Samuel & Co. LLC, Ms.
Mowbray says.

Market Street Properties LLC owns a 20-acre Market Street power
plant property.


MESA AIR: ALPA Unit Says Labor Costs Not the Problem
----------------------------------------------------
Capt. Kevin Wilson, chairman of the Mesa Air Group unit of the Air
Line Pilots Association, Int'l, issued a statement in response to
to MAG's filing for bankruptcy with the U.S. Bankruptcy Court in
the Southern District of New York.

"While we are not surprised by the company's bankruptcy filing, it
is a sad day for all of us as MAG pilots.  Our company experienced
tremendous growth since it began operating in 1982.
Unfortunately, the steady decline in the U.S. economy has had a
tremendous impact on our partners and our company and MAG was
forced to declare bankruptcy to eliminate excess aircraft.  The
bankruptcy process will allow our company to restructure its fleet
and debt so that it meets the flying needs of our partners and
remains competitive for future business opportunities.

"MAG has some of the lowest costs in the industry.  Labor expenses
are clearly not the problem, and the company indicated that they
plan to honor the existing collective bargaining agreement with
their pilots.  The union will continue working to protect our
pilots' rights under this agreement.

"We have an extremely dedicated pilot group and are strongly
committed to seeing our airline succeed.  MAG pilots offer its
partners and their customers quality service and proven
performance, and we are committed to maintaining the same level of
excellence for passengers traveling on our aircraft."

ALPA represents more than 53,000 pilots at 37 airlines in the U.S.
and Canada, including the nearly 1,500 pilots--and 233 who are on
furlough--at Mesa Air Group. Mesa Air Group includes Mesa
Airlines, Freedom Airlines, and go!, the company's interisland
carrier in Hawaii.  Pilots fly as Delta Connection, United
Express, US Airways Express, and go!

                         About Mesa Air

Mesa Air -- http://www.mesa-air.com-- operates 182 aircraft
with over 1,000 daily system departures to 157 cities, 42
states, the District of Columbia, Canada, the Bahamas and
Mexico.  Mesa operates as Delta Connection, US Airways Express
and United Express under contractual agreements with Delta Air
Lines, US Airways and United Airlines, and independently as Mesa
Airlines and go!.   In June 2006 Mesa launched inter-island
Hawaiian service as go!  This operation links Honolulu to the
neighbor island airports of Hilo, Kahului, Kona and Lihue.  The
Company, founded by Larry and Janie Risley in New Mexico in
1982, has approximately 5,000 employees and was awarded Regional
Airline of the Year by Air Transport World magazine in 1992 and
2005. Mesa is a member of the Regional Airline Association and
Regional Aviation Partners.  Mesa has 5,000 employees overall.

Freedom Airlines currently operates 34 50-seat ERJ-145 and 7 76-
seat CRJ-900 aircraft for Delta Connection.

On May 14, 2008, Air Midwest, Inc., a wholly owned subsidiary of
Mesa Air, unveiled plans to discontinue all operations by
June 30 including its current scheduled services, citing record-
high fuel prices, insufficient demand and a difficult operating
environment as the main factors in its decision.


METAL STORM: Has A$20.2M Finance Deal With Institutional Investor
-----------------------------------------------------------------
Metal Storm Limited has entered into an agreement in relation to
an A$20.2 million equity line of credit (LOC) facility from
UK-based investment fund Global Emerging Markets (GEM) Global
Yield Fund to provide funds for the commercialization of Metal
Storm's core defense technology products.

Global Emerging Markets Limited was founded in 1991.  GEM is a
$3.4b investment group having completed 275 transactions in 55
countries.  The firm is an alternative investment group that
manages a diverse set of investment vehicles across the world.
GEM's funds include: CITIC/GEM Fund; VC Bank/GEM Mena Fund;
Kinderhook; GEM India and Banco Pine/GEM Funds.

UK-based Empire Equity Ltd (EEQ) acted as the Company's corporate
advisors in connection with the transaction.

GEM's LOC is an equity-based funding agreement between GEM and
Metal Storm that allows the Company to draw down up to a
pre-specified amount and repay the draw-down in tradeable stock.

The facility amount of up to A$20.2M is being made available to
the Company.  Initially, up to $800,000 (Tranche One) will be
advanced to the Company 10 business days after Metal Storm issues
the first Draw Down Notice, which it intends to issue today.

Subsequently the Company can choose to initiate draw downs at a
frequency of up to one draw down per 15 trading days.  The Company
can also choose, at its sole discretion, between the following two
draw down types to suit its capital needs and market conditions at
the time:

   -- A cash advance equivalent to between 350% and 1,400% of the
      15-day average trading volume (the size of advance between
      these bounds being determined by GEM),

   -- A cash advance of up to $400,000 (which can be increased to
      a maximum of $800,000 at the discretion of GEM).

Shares will be issued at 90% of the 15 day volume weighted average
price of the Company's shares (VWAP) for the 15 days immediately
following the date the Company issues a draw down notice (except
Tranche One which is a 10 day VWAP).

In addition the Company will issue GEM one option for every five
shares issued.  Options will have a three-year term and an
exercise price of $0.035.  GEM's funding will be supported by
stock lending arrangements in the Company's shares, which will be
used by GEM to assist in funding the advances.

The Tranche One shares will be issued to EEQ on execution of the
definitive agreements.  EEQ has agreed to transfer the shares to
GEM.  The Tranche One options will be issued directly to GEM.
Tranche One will proceed without shareholder approval because it
is not required under Listing Rule 7.1 limit.  However shareholder
approval will be sought for the remainder of the facility and
associated share and option based fees.

The issue of securities more than 3 months after shareholder
approval will require a waiver to listing rule 7.3, which the
Company will be applying for but cannot guarantee it will obtain.
If the waiver is not granted, the Company will be required to hold
further shareholder meetings to gain further approvals from time
to time.

The Company will pay GEM a fee of 1.5% of the facility value in
shares upon shareholder approval, or a $200,000 break fee if
shareholders do not approve the transaction at the first meeting.
In addition the Company will pay a fee to Empire Equity Ltd of 5%
of the facility value in shares upon shareholder approval, or a
$200,000 break fee if shareholders do not approve the transaction
at the first meeting.  EEQ has also been offered the opportunity
to appoint a person to the Metal Storm Board.

The GEM LOC provides Metal Storm with funding for approximately 24
to 36 months, depending on the size of each draw down.  The split
between compliance, administrative and product
development/marketing costs will also vary based on the size of
each draw down.  However, if the facility performs as expected,
the Company anticipates that approximately 60% of the drawn down
funds will be channeled into commercialization.

As the level of commercialization activity provided for by the GEM
LOC is likely to be lower in cash terms than in previous years,
the Company does intend to seek additional investment to increase
the scale and speed of its commercialization activity.

Metal Storm Chairman, Mr Terry O'Dwyer, said that the Company's
financial position was now more stable with the GEM facility in
place.

"The Company can now re-focus its efforts on development and
commercialization," he said.

Metal Storm CEO, Dr Lee Finniear, said that the Company has gone
through a very difficult financial period but despite this the
engineering development has continued to make progress.

"The commitment to the future success of the Company by staff and
the executive remains strong, and despite the uncertainty with
funding the team has maintained high morale and determination," he
said.

In 2010 we intend to continue to apply the focus and discipline
that has been necessary during the last year," he added.

As announced on December 16, 2009, the Company does not intend to
pursue the Assure Fast Holdings Limited BVI funding proposal.

                        About Metal Storm

Metal Storm Limited (ASX:MST) (PINKSHEETS: MTSXY) --
http://www.metalstorm.com/-- is a defense technology company with
offices in Australia and the United States.  The Company
specializes in the research, design, development and integration
of projectile launching systems utilizing its electronically
initiated / stacked projectile technology for use in the defense,
homeland security, law enforcement and industrial markets.  Metal
Storm has entered into a number of partnerships with companies,
including Singapore Technologies Kinetics (STK), iRobot, Electro
Optic Systems, and Defence Technologies Inc., where partners
provide capabilities, such as manufacturing, complementary
technology, or access to markets in areas where Metal Storm is not
active.

Metal Storm Limited's balance sheet at December 31, 2008, showed
current assets of US$8,701,884 and current liabilities of
US$22,397,651, resulting in a working capital deficit of
US$13,695,767.  At December 31, 2007, the Company reported a
working capital deficit of US$4,742,580.

The Company has incurred substantial losses since its formation
and anticipates incurring substantial additional losses over at
least the next few years as it continues its research and
development activities and conduct further trials of its
technology.  The Company's operations have been financed primarily
from capital contributions by investors, interest income earned on
cash and cash equivalents, and grants from government agencies.
Firing the weapons by electronic ignition requires no moving
parts, allowing reliable long term unattended weapon operation.


METALDYNE CORP: Gen. Unsecured Claimants to Recover As Low as 0.4%
------------------------------------------------------------------
Metaldyne Corp., fka Oldco M Corporation, and its debtor-
affiliates filed with the U.S. Bankruptcy Court for the Southern
District of New York a disclosure statement explaining the
adequacy of information in their plan of liquidation dated
December 7, 2009.

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

According to the Disclosure Statement, the Plan divides holders of
claims against and interests in the Debtors into 8 separate
classes as:

   1. Priority Claims (Class 1 Claims) are unimpaired.  On the
      effective date, each holder of an Allowed Priority Claim
      will receive, from the Debtors or the Distribution Trust,
      cash equal to the amount of the Allowed Claim.

   2. Secured Claims (Class 2 Claims) are unimpaired.  On the
      effective date, unless otherwise agreed by a claim holder
      and the applicable Debtor or the Distribution Trustee, each
      holder of an Allowed Secured Claim, other than a Customer
      Note Claim, will be classified in Class 2 and receive
      treatment on account of the Allowed Secured Claim in the
      manner set forth in Option A or B, at the election of the
      applicable Debtor or the Distribution Trustee.  The
      applicable Debtor will be deemed to have elected Option A
      except with respect to any Allowed Secured Claim as to which
      the applicable Debtor elects Option B in one or more
      pleadings filed prior to effective date.  Holders of secured
      claims will recover 100% of their allowed claims.

      Option A: On the effective date, Allowed Claims in Class 2
      with respect to which the applicable Debtor elects Option A
      will receive cash equal to the amount of the Allowed Claim.

      Option B: On the effective date, a holder of an Allowed
      Claim in Class 2 with respect to which the applicable Debtor
      elects Option B will be entitled to receive (and the
      applicable Debtor or the Distribution Trustee will release
      and transfer to the holder) the collateral securing the
      Allowed Claim.

      Notwithstanding the foregoing, the holder of an Allowed
      Secured Tax Claim in Class 2 will not be entitled to receive
      any payment on account of any penalty arising with respect
      to or in connection with the Allowed Secured Tax Claim.  Any
      the Claim or demand for any the penalty will be subject to
      treatment in Class 4.  The holder of an Allowed Secured Tax
      Claim will not assess or attempt to collect the penalty from
      the Debtors, MD Investors, the Distribution Trust or
      Distribution Trustee, or their respective property (other
      than as a holder of a Class 4 Claim).  In addition, to the
      extent a Class 2 Claim is based upon a right of setoff, the
      Debtors or the Distribution Trustee will not be required to
      pay the Claim, if Allowed, in cash, but instead may
      acquiesce to the setoff of funds to satisfy the Claim.

   3. Customer Note Claims (Class 3 Claims) are impaired.  Holders
      of Allowed Customer Note Claims will be treated as unsecured
      claims under the Plan and will receive their Pro Rata share
      of Unsecured Creditor Distributions.  Holders of customer
      note claims, aggregating $61,544,000, will have a recovery
      of 0.4% to 2.1%.

   4. General Unsecured Claims (Class 4 Claims) are impaired.
      Holders of Allowed 2013 Senior Note Claims, Allowed 2012
      Senior Subordinated Note Claims and any other Allowed
      General Unsecured Claim (other than Allowed Customer Note
      Claims) and will receive their Pro Rata share of Unsecured
      Creditor Distributions. Holders of customer note claims,
      expected to aggregate up to $307,586,000, will have a
      recovery of 0.4% to 2.1%.



   5. Prepetition Intercompany Claims (Class 5 Claims) are
      impaired.  No property will be distributed to or retained by
      the holders of Allowed Claims in Class 5.

   6. Subordinated Securities Claims (Class 6 Claims) are
      impaired.  No property will be distributed to or retained by
      the holders of Allowed Claims in Class 6, and the Interests
      will be canceled on the effective date.  Holders of the
      Class 6 Claims will be deemed to have rejected the Plan.

   7. Old Common Stock of Oldco M (Class 7 Interests) are
      impaired.  No property will be distributed to or retained by
      the holders of Allowed Interests in Class 7, and the
      Interests will be canceled on the effective date.  The
      holder of the Class 7 Interests will be deemed to have
      rejected the Plan.

   8. Subsidiary Debtor Equity Interests (Class 8 Interests) are
      impaired.  No property will be distributed to or retained by
      the holders of Allowed Interests in Class 8, and the
      interests will be canceled on the effective date.  Holders
      of Class 8 interests will be deemed to have rejected the
      Plan.

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

A full-text copy of the Plan of Liquidation is available for free
at http://bankrupt.com/misc/metaldyneCorp_Plan.pdf

                       About Metaldyne Corp.

Metaldyne Corp. -- http://www.metaldyne.com/-- is a leading
global designer and supplier of metal based components, assemblies
and modules for transportation related powertrain applications
including engine, transmission/transfer case, driveline, and noise
and vibration control products to the motor vehicle industry.  The
new Metaldyne company has approximately $650 million in revenue
with 26 facilities in 12 countries.

Metaldyne was previously a wholly-owned subsidiary of Asahi Tec, a
Shizuoka, Japan-based chassis and powertrain component supplier in
the passenger car/light truck and medium/heavy truck segments.
Asahi Tec is listed on the Tokyo Stock Exchange.

Metaldyne and its affiliates filed for Chapter 11 protection on
May 27, 2009 (Bankr. S.D.N.Y. Case No. 09-13412).  The filing did
not include the company's non-U.S. entities or operations.
Richard H. Engman, Esq., at Jones Day represents the Debtors in
their restructuring efforts.  Judy A. O'Neill, Esq., at Foley &
Lardner LLP serves as conflicts counsel; Lazard Freres & Co. LLC
and AlixPartners LLP as financial advisors; and BMC Group Inc. as
claims agent.  A committee of Metaldyne creditors is represented
by Mark D. Silverschotz, Esq., and Kurt F. Gwynne, Esq., at Reed
Smith LLP, and the committee tapped Huron Consulting Services,
LLC, as its financial advisor.  For the fiscal year ended
March 29, 2009, the company recorded annual revenues of
approximately US$1.32 billion.  As of March 29, 2009, utilizing
book values, the Company had assets of US$977 million and
liabilities of $927 million.  Judge Glenn approved the sale of
substantially all assets to Carlyle Group in November 2009 for
approximately $496.5 million.


METROPOLITAN LOFTS: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Metropolitan Lofts, L.L.C., filed with the U.S. Bankruptcy Court
for the District of Arizona its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $15,000,000
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $20,325,801
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $323,825
                                 -----------      -----------
        TOTAL                    $15,000,000      $20,649,626

Phoenix, Arizona-based Metropolitan Lofts, L.L.C., filed for
Chapter 11 on December 10, 2009, (Bankr. D. Ariz. Case No. 09-
31907).  Jerry L. Cochran, Esq., at Cochran Law Firm, PC,
represents the Debtor in its restructuring effort.  In its
petition, the Debtor listed assets and debts both ranging from
$10,000,001 to $50,000,000.


MICHAEL MADRID: Case Summary & 21 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Michael A. Madrid
               Christina J. Madrid
               23180 Gray Fox Drive
               Canyon Lanke, CA 92587

Bankruptcy Case No.: 10-10127

Chapter 11 Petition Date: January 4, 2010

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Meredith A. Jury

Debtors' Counsel: Jeffrey T. Gwynn, Esq.
                  455 W La Cadena Dr, Ste 18
                  Riverside, CA 92501
                  Tel: (951) 684-3774
                  Fax: (951) 346-3405
                  Email: jgwynn@gwynn-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 21 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/cacb10-10127.pdf

The petition was signed by the Joint Debtors.


MICHAEL WHITTINGTON: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Michael G. Whittington
          dba Blue Ribbon Cabinets
        1184 Saddle Rock Lane
        Collierville, TN 38017

Bankruptcy Case No.: 10-20004

Chapter 11 Petition Date: January 4, 2010

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: George W. Emerson Jr.

Debtor's Counsel: Toni Campbell Parker, Esq.
                  615 Oakleaf Office Lane
                  P.O. Box 240666
                  Memphis, TN 38124-0666
                  Tel: (901) 683-0099
                  Fax: (866) 489-7938
                  Email: tparker001@bellsouth.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 $6,636,150,
and total debts of $7,473,632.

A full-text copy of Mr. Whittington's petition, including a list
of his 20 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/tnwb10-20004.pdf

The petition was signed by Mr. Whittington.


MK CUSTOM: Files Schedules of Assets and Liabilities
----------------------------------------------------
MK Custom Residential Construction, LLC, filed with the U.S.
Bankruptcy Court for the District of Arizona its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,000,000
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $9,996,900
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $125,324
                                 -----------      -----------
        TOTAL                    $10,000,000      $10,122,224

Phoenix, Arizona-based MK Custom Residential Construction, LLC,
filed for Chapter 11 on December 10, 2009 (Bankr. D. Ariz. Case
No. 09-31909).  Jerry L. Cochran, Esq., at Cochran Law Firm, PC
represents the Debtor in its restructuring effort.  In its
petition, the Debtor listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in debts.


MK CUSTOM: Section 341(a) Meeting Rescheduled to January 28
-----------------------------------------------------------
The U.S. Trustee for Region 14 has rescheduled the meeting of
creditors in MK Custom Residential Construction, LLC's Chapter 11
case to January 28, 2010, at 2:00 p.m. from January 12, 2010, at
2:30 p.m.  The meeting will be held at the U.S. Trustee Meeting
Room, 230 N. First Avenue, Suite 102, Phoenix, Arizona.

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

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

Phoenix, Arizona-based MK Custom Residential Construction, LLC
filed for Chapter 11 on December 10, 2009 (Bankr. D. Ariz. Case
No. 09-31909).  Jerry L. Cochran, Esq., at Cochran Law Firm, PC
represents the Debtor in its restructuring effort.  In its
petition, the Debtor listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in debts.


MMFX INTERNATIONAL: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: MMFX International Holdings, Inc.
        2415 Campus Drive, Suite 100
        Irvine, CA 92612

Bankruptcy Case No.: 10-10085

Debtor-affiliate filing separate Chapter 11 petition:

    Entity                                 Case No.
    ------                                 --------
MMFX Canadian Holdings, Inc.               10-10083

Chapter 11 Petition Date: January 5, 2010

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

Debtors' Counsel: Margaret M. Mann, Esq.
                  Sheppard Mullin Richter & Hampton LLP
                  501 W Broadway 19th Fl
                  San Diego, CA 92101
                  Tel: (619) 338-6500
                  Fax: (619) 234-3815
                  Email: mmann@sheppardmullin.com

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $50,000,001 to $100,000,000

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/cacb10-10085.pdf

Debtor's List of 2 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Fourth Third LLC                                   $55,000,000
375 Park Avenue, Suite 3304                        ($0 secured)
New York, NY 10152

Welland Security Holding                           $55,000,000
Corporation                                        ($0 secured)
c/o Medley Capital
375 Park Avenue, Suite 3304
New York, NY 10152

The petition was signed by David Pollack, president of the
Company.


MXENERGY INC: Amends ISDA Master Deal With Sempra Energy
--------------------------------------------------------
MXenergy Inc. entered into the Second Amendment dated Dec. 21,
2009. to the ISDA Master Agreement dated Sept. 22, 2009, with
Sempra Energy Trading LLC.

Under to the terms of the Gas ISDA Agreement Amendment, by
April 1, 2010, the Company must release or arrange for the release
of all of its pipeline transportation and storage capacity on
interstate and interprovincial pipelines directly to Sempra and
enter into such agreements as Sempra may reasonably require to
effectuate such release in a manner that is compliant with the
requirements of applicable governmental entities, transporters and
LDCs.  Before the Gas ISDA Agreement Amendment, the Company was
required to release or arrange for the release of such pipeline
transportation and storage capacity no later than Dec. 21, 2009.

MXenergy Holdings Inc. was founded in 1999 as a retail energy
marketer.  The two principal operating subsidiaries of Holdings
are MXenergy Inc. and MXenergy Electric Inc. which are engaged in
the marketing and supply of natural gas and electricity,
respectively.  Holdings and its subsidiaries operate in 39 market
areas located in 14 states in the United States and in two
Canadian provinces.

This concludes the Troubled Company Reporter's coverage of
MXenergy Holdings until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


NEW ENERGY: Investor Conference to Wrap Up Today
------------------------------------------------
Fushun Li, chief executive officer and director of New Energy
Systems Group, said the Company will hold investor conferences
from Jan. 4 to 7, 2010, to discuss its results for the year ended
Dec. 31, 2009, and financial outlook for fiscal 2010.

                 About New Energy Systems Group

With offices in New York and Shenzhen, China, New Energy Systems
Group (OTCBB: NEWN) -- http://www.chinadigitalcommunication.com/
-- manufactures and distributes lithium ion batteries.  The
company assembles and distributes finished batteries through its
sales network and channel partners.  The company also sells high-
quality lithium-ion battery shell and cap products to major
lithium-ion battery cell manufacturers in China. The company's
products are used to power mobile phones, MP3 players, laptops,
digital cameras, PDAs, camera recorders and other consumer
electronic digital devices.

On November 17, 2009, China Digital obtained approval from FINRA
to change its name to New Energy Systems Group.  In conjunction
with the name change, the company's CUSIP number was changed to
643847106 and the stock began trading under the ticker symbol
"NEWN" on November 18.

At September 30, 2009, the Company had $17,622,130 in total assets
against $3,197,717 in total liabilities, all current.  At
September 30, 2009, the Company had accumulated deficit of
$4,660,858 and stockholders' equity of $14,424,413.

                          Going Concern

In its quarterly report on Form 10-Q, the Company said it believes
it has sufficient cash to continue its current business through
September 30, 2010, due to expected increased sales revenue and
net income from operations.  "However we have suffered recurring
losses in the past and have a large accumulated deficit.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern," the Company said.

The Company has taken certain restructuring steps to provide the
necessary capital to continue its operations. These steps included
1) acquire profitable operations through issuance of equity
instruments, and 2) to continue actively seeking additional
funding and restructure the acquired subsidiaries to increase
profits and minimize the liabilities.


NEXTMEDIA GROUP: DIP Financing, Cash Collateral Use Get Interim OK
------------------------------------------------------------------
NextMedia Group, Inc., et al., sought and obtained interim
authorization from the Hon. Peter J. Walsh of the U.S. Bankruptcy
Court for the District of Delaware to obtain postpetition secured
financing from the second lien lead investors and to access the
first lien lenders' cash collateral.

The Debtors' first lien secured debt was acquired through the
November 2005 Credit and Guaranty Agreement with Wilmington Trust
FSB as successor administrative agent and collateral agent and
other parties.  As of the Petition Date, the Debtors owed the
First Lien Lenders $162.3 million, plus an additional $2.9 million
in certain interest rate swap obligations.

The second lien lead investors are certain funds and their
affiliates managed by Strategic Value Partners LLC or its
affiliates and certain funds and their affiliates managed by
Angelo, Gordon & Co., L.P., or its affiliates (the Lead DIP
Lenders) and other financial institutions or entities acceptable
to the second lien investors.  The Debtors' second lien secured
debt was acquired through a November 2005 Second Lien Credit and
Guaranty Agreement with NexBank, SSB, as administrative agent.  As
of the Petition Date, the Debtors owed the Second Lien Lenders
$89.6 million under the Second Lien Credit Agreement.

There is an inter-creditor agreement among NextMedia Group, the
First Lien Agent and the Second Lien Agent governing the parties'
relative rights in the Prepetition Collateral and other related
matters vis-a-vis the First Lien Credit Agreement and the Second
Lien Credit Agreement, and the First Lien Debt and the Second Lien
Debt.

The DIP lenders have committed to provide up to $20 million.  The
DIP Loans will be made in no more than four drawings of $5 million
each, with a first draw on the DIP Closing Date and the subsequent
draws no earlier than one business day after the entry of the
final order approving the DIP Facility and subject to other terms
and conditions to be agreed upon.

Jason S. Brookner, Esq., at Andrews Kurth LLP, and Jason S.
Brookner, Esq., at Richards, Layton & Finger, P.A., the attorney
for the Debtors, explained that the Debtors need the money to fund
their Chapter 11 case, pay suppliers and other parties.

The DIP facility will mature six months from the petition date.
The DIP facility will incur interest at LIBOR plus 11% or, at the
Debtors' option, ABR plus 10%, payable monthly in arrears.  In the
event of default, interest will be payable on all outstanding
obligations on demand at 2.0% above the then applicable rate.

The Debtors will grant the lenders (i) superpriority claims and
replacement liens, which in the case of the First Lien Lenders
will be senior to all other pre-petition and post-petition liens;
(ii) payment of reasonable fees and expenses of the administrative
agents to the prepetition second lien credit agreement, including
payment of the reasonable fees and expenses of Broadpoint Capital,
Inc.; Dechert LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP
(solely as FCC counsel) in their capacities as professional
advisors to the second lien administrative agent, as well as the
reasonable fees and expenses of one local counsel to the second
lien administrative agent, to the extent applicable; and (iii)
financial reporting in accordance with the terms of the Second
Lien Credit Agreement.

About 3% of the DIP Facility will be paid as commitment fee on the
DIP Closing Date ratably to each DIP Lender based upon its
commitment under the DIP Facility.

A copy of the DIP financing term sheet is available for free at:

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

The Debtors also sought and obtained interim authorization from
the Court to use the First Lien Lenders' cash collateral.

A final hearing is set for January 15, 2010, at 1:30 p.m.

Kenneth S. Ziman, Esq., at Simpson Thacher & Bartlett LLP, and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
The First Lien Agent is represented by Larry J. Nyhan, Esq., at
Sidley Austin LLP, while Michael J. Sage, Esq., at Dechert LLP,
represents the Second Lien Agent.

                          NextMedia Group

Greenwood Village, Colorado-based NextMedia Group, Inc., provides
out-of-home media services through radio broadcasting and outdoor
advertising.  The Debtors operate an aggregate of 36 AM and FM
radio stations in a total of seven rated and unrated small, mid-
size and suburban markets, including the Greenville-New Bern-
Jacksonville, North Carolina area; the Saginaw-Bay City-Midland,
Michigan area; Canton, Ohio; Myrtle Beach, South Carolina; San
Jose, California; suburban Chicago; and suburban Dallas.

NextMedia Group filed for Chapter 11 bankruptcy protection on
December 21, 2009 (Bankr. D. Delaware Case No. 09-14463).  The
Debtor's affiliates, NextMedia Investors LLC, et al., also filed
Chapter 11 bankruptcy petitions.  Paul N. Heath, Esq.; Michael J.
Merchant, Esq.; and Chun I. Jang, Esq., at Richards Layton &
Finger, assist the Debtors in their restructuring efforts.
NextMedia Group listed $50,000,001 to $100,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.


NORTEL NETWORKS: Assigns Technology Park Lease to Avaya
-------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors obtained authority
from the U.S. Bankruptcy Court for the District of Delaware to
assume and assign these contracts to a lease contract dated
March 7, 1997, with Technology Park Limited Partnership, and a
sublease dated August 1, 2005 with Raytheon Company.

NNI executed the March 1997 Contract to lease a non-residential
real property located at 600 Technology Park Drive, in Billerica,
Massachusetts.   NNI then leased out a portion of those premises
to Raytheon under the August 2005 Contract.

The Contracts are among those designated by Avaya for assumption
and assignment as part of the sale of the Nortel's Enterprise
Solutions Business to Avaya.  Avaya offered to acquire the
business for $900 million and an additional $15 million reserved
for a Nortel employee retention program.

"The transfer of the lease and the sublease to Avaya by NNI is
necessary to consummate the sale, which this Court has determined
is in the best interests of the Debtors, their estates and their
creditors," says NNI's attorney, Andrew Remming, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, Delaware.

The Court will hold a hearing on December 15, 2009, to consider
approval of the request.  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 the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

Bankruptcy Creditors' Service, Inc., publishes Nortel Networks
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates.
(http://bankrupt.com/newsstand/=20or 215/945-7000)


NORTEL NETWORKS: Completes Sale of Enterprise Assets to Avaya
-------------------------------------------------------------
Nortel Networks Corporation, its principal operating subsidiary
Nortel Networks Limited, and certain of its other subsidiaries,
including Nortel Networks Inc. and Nortel Networks UK Limited,
have completed the sale of substantially all of the assets of
Nortel's global Enterprise Solutions business as well as the
shares of Nortel Government Solutions Incorporated and
DiamondWare, Ltd., to Avaya Inc.

The sale of certain Enterprise Solutions assets held by Israeli
subsidiaries remains subject to court approval in Israel and
Nortel will continue to work diligently to obtain such approval.
All other closing conditions have been satisfied.  Under the
terms of the sale, Nortel will provide certain transitional
services to Avaya.

"This is our second, large-scale business divestiture, and it
represents significant progress on Nortel's plan to preserve the
value of its innovation, while maximizing value through the sale
of its businesses," Pavi Binning, Nortel Chief Restructuring
Officer said in a company statement.

"The sale of our Enterprise Solutions business to Avaya enables
customers to continue to benefit from Nortel-created technology,
know-how and leading-edge innovation while also benefiting from
the complementary capabilities offered by Avaya's portfolio of
products and services. It also provides a path forward for more
than 6,000 skilled employees who will now take their expertise to
Avaya."

The sale of substantially all of Nortel's Enterprise Solutions
business is effective as of the end of day of December 18, 2009.

More than 6,000 Nortel employees are joining Avaya.

                   Nortel to Assume & Assign
                   64 More Contracts to Avaya

As part of the sale of their Enterprise Solutions business, NNI
and its affiliates sought permission from the U.S. Bankruptcy
Court for the District of Delaware to assume and assign 64 more
customer contracts to Avaya.

NNI did not file a schedule to identifying the Customer
Contracts, but told the Court that it will be providing a
schedule to each customer to whom it executed the contracts with.

The Court will convene a hearing on January 6, 2010, to consider
approval of the Debtors' request.

NNI, meanwhile, obtained Court approval to assume and assign some
of its contracts with Verizon Corporate Services Group Inc. as
well as its customer contracts with AT&T Services Inc to Avaya.
It was also authorized to execute a stipulation with AT&T and
Avaya, which governs the assumption and assignment of the
customer contracts.

Meanwhile, Aon Consulting filed another objection in Court,
disapproving the proposed assumption and assignment of its
contracts with NNI on grounds that they had been terminated prior
to the bankruptcy filing and therefore, are not executory
contracts that can be assumed and assigned.

                 INNUA Support Avaya Transition

In a separate statement, the International Nortel Networks Users
Association (INNUA) confirmed its support and readiness for the
integration of Nortel and Avaya.

"We have engaged with Avaya to ensure that the needs of Nortel
customers are met," said Brad Tompkins, INNUA President, in a
press release.  "We are encouraged by what we have seen and heard
so far regarding Avaya's plan to integrate Nortel systems within
the Avaya family of products and introduce Nortel users to
Avaya's product base.  After this period of uncertainty over the
past several months, we are ready and eager to build a strong
relationship with Avaya."

Avaya is currently moving forward with the development of a
strategy and roadmap for Nortel products.  The company has
brought over several key Nortel executives, who have intimate
knowledge of Nortel products and customer needs.

"The onboarding of so many high-level Nortel executives to Avaya
is very reassuring," said Victor Bohnert, INNUA Executive
Director.  "These individuals will bring much to Avaya's
leadership, and will play an important role in building a product
roadmap that makes this transition as easy as possible for Nortel
customers."

Additional insight into Avaya's Nortel product strategy will be a
major focus of INNUA's 2010 Global Connect annual conference,
taking place April 18-22, 2010, in Denver, Colorado.

INNUA is also working closely with the International Association
of Avaya Users (InAAU) and INSIGHT 100, the group representing
users of Nortel's SL-100/CS2100 product line, on the co-location
of Global Connect with InAAU's conference to meet the needs of
all Nortel and Avaya product users in one city at one time.  It
is expected that the combined event will bring upwards of 4,000
Nortel and Avaya users, vendors, and Avaya executives to Denver.

"It will be very exciting to have such a significant segment of
the enterprise communications market together in one place," said
Cindy Phillips, INSIGHT 100 President.  "With new networking
opportunities, great education, and news regarding Avaya's
product transition plans, this will be one of the most important
events in years for both Nortel and Avaya customers."

Proposals for workshop presentations are currently being accepted
for Global Connect 2010.  For more information regarding the
Nortel transition to Avaya and Global Connect 2010, visit
http://www.INNUA.org

The International Nortel Networks Users Association (INNUA) is an
international, user-driven association serving Nortel users for
more than 25 years.  INNUA exists to educate and inform
telecommunications and IT professionals while providing a
professional network for those with common concerns to address
and success stories to share.  One of the industry's largest and
most progressive user groups, INNUA is a community of more than
4,000 members in more than 70 chapters around the world. For more
information on INNUA, visit http://www.innua.org

                       About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

Bankruptcy Creditors' Service, Inc., publishes Nortel Networks
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates.
(http://bankrupt.com/newsstand/=20or 215/945-7000)


NORTEL NETWORKS: Gets Court Nod for Claims Settlement With IBM
--------------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors obtained approval
from the U.S. Bankruptcy Court for the District of Delaware of a
claims settlement they entered into with International Business
Machines Corp.

Under the deal, IBM agreed to reduce its postpetition claim
against the Debtors from $4.69 million to $2.5 million and waive
all other postpetition claims.  IBM also agreed that its claim
for all capital account recovery charges and other similar
charges against NNI and some of its affiliates are pre-bankruptcy
claims, and waived its right to assert that those charges are
postpetition claims or otherwise entitled to administrative
priority.

A full-text copy of the Nortel-IBM Agreement is available without
charge at http://bankrupt.com/misc/Nortel_SettlementIBMC.pdf

IBM's claim stemmed from two master services agreements it
entered into with NNI, Nortel Networks Ltd. and Nortel Networks
Corp., for the provisions of development and testing services for
various Nortel businesses.  The MSAs were rejected effective
May 28, 2009, and September 30, 2009.

                       About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

Bankruptcy Creditors' Service, Inc., publishes Nortel Networks
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates.
(http://bankrupt.com/newsstand/=20or 215/945-7000)


NORTEL NETWORKS: Has Settlement With PBGC on Enterprise Sale
------------------------------------------------------------
Nortel Networks Inc. and its affiliates sought and obtained
Bankruptcy Court approval of a stipulation with Pension Benefit
Guaranty Corporation in connection with the sale of their
Enterprise Solutions Business.

The stipulation authorizes NNI and its affiliates to pay PBGC
$500,000 in cash in return for the agency's consent to sell the
assets to Avaya Inc. that are either owned or held by NNI's
foreign non-debtor units.  The money will be taken from the
proceeds of the sale of the assets.

The foreign non-debtor units include Nortel Networks Australia
Pty. Ltd., Nortel Networks (India) Private Ltd., Nortel
Technology Excellence Centre Private Ltd., to name a few.

PBGC, a federal agency that protects the pension of American
workers and retirees, asserted claims against NNI and the assets
of its foreign non-debtor units pursuant to the Employee
Retirement Income Security Act, which provides for the imposition
of claims and liens on the sponsor of a terminated pension plan
and all members of the sponsor's controlled group for the
underfunding of the plan.

NNI previously sponsored a pension plan, which was covered by
ERISA.  As of January 1, 2009, there are about 22,220 present and
former Nortel employees and their beneficiaries who are entitled
to receive benefits under the pension plan.

A full-text copy of the Nortel-PBGC Stipulation is available
without charge at:

http://bankrupt.com/misc/Nortel_StipPBGCforeignnon-debtors.pdf

                       About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


OXBOW CARBON: S&P Raises Corporate Credit Rating to 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
ratings, including its corporate credit rating, on West Palm
Beach, Florida-based Oxbow Carbon LLC.  The corporate credit
rating was raised to 'BB-' from 'B+' and the issue-level rating on
the company's senior secured term loan was raised to 'BB' (one
notch above the corporate credit rating) from 'BB-'.  The recovery
rating on the senior secured term loan remains unchanged at '2',
indicating the expectation of substantial (70%-90%) recovery in
the event of a payment default.

"The upgrade reflects S&P's view that over the next few years,
despite ongoing weakness in some end-markets, Oxbow will be in a
position to maintain credit measures at a level that S&P would
consider to be in-line with the 'BB-' rating, with total lease-
and pension-adjusted leverage well below 4x," said Standard &
Poor's credit analyst Sherwin Brandford.  "In addition, it is
S&P's expectation that the company will maintain sufficient
liquidity during this period, in spite of S&P's expectation for
ongoing discretionary cash flow distributions to the owners in
excess of $100 million annually."

The upgrade incorporates S&P's expectation that in 2010, Oxbow's
EBITDA will be at least $200 million compared to around
$330 million in 2009.  S&P expects the company to continue to
reduce debt balances in conjunction with discretionary
distributions to its equity holders and currently expect more than
$50 million in debt reduction this year.  As a result, S&P expects
credit measures to remain at a level S&P would consider to be in-
line with the 'BB-' rating, with total adjusted leverage well
below 4x.

The stable rating outlook reflects S&P's belief that while the
company's coke businesses will continue to be weak, its coal
business is likely to benefit from higher contracted prices.  As a
result, S&P expects that operating performance in 2010 will not
decline materially relative to 2009, resulting in the maintenance
of leverage well under 4x, a level S&P would consider to be in-
line with the 'BB-' rating.

A positive rating action could occur if the company can
successfully maintain total adjusted leverage throughout 2010
below 3x due to the combination of relatively stable consolidated
operating performance and continued debt reduction.  This could
occur if, among other things, the company were to sell at least
5 million tons of steam coal at committed prices, helping it to
generate at least $250 million of EBITDA.

S&P could take a negative rating action if, due to weaker
performance, leverage increases beyond 4.5x, which could occur if
there is a prolonged operating disruption at its coal mine.


PACKERY COMMERCIAL: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Packery Commercial Development, LP
        4950 Terminal Street, Suite 100
        Bellaire, TX 77494

Bankruptcy Case No.: 10-20012

Chapter 11 Petition Date: January 4, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Rogena Jan Atkinson, Esq.
                  The Law Offices of RJ Atkinson LLC
                  3617 White Oak Dr
                  Houston, TX 77007
                  Tel: (713) 862-1700
                  Fax: (713) 862-1745
                  Email: rogena@rjabankruptcy.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 $3,773,120,
and total debts of $3,900,000.

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

The petition was signed by Craig D. Guidry, president of the
Company.


PAINTED MEADOWS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Painted Meadows 1764, Ltd.
        3027 Marina Bay Drive, Ste 220
        League City, TX 77573

Bankruptcy Case No.: 10-80010

Chapter 11 Petition Date: January 4, 2010

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

Judge: Letitia Z. Paul

Debtor's Counsel: Karen R. Emmott, Esq.
                  Attorney at Law
                  4615 Southwest Freeway, Suite 500
                  Houston, TX 77027
                  Tel: (713) 739-0008
                  Fax: (713) 481-6262
                  Email: karen.emmott@sbcglobal.net

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

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

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

The petition was signed by Randal M. Hall.


PARK EASTSIDE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Park Eastside Properties, Inc.
          fka Downtown Realty Operating Corp.
        180 Broadway, Suite 403
        New York, NY 10038

Bankruptcy Case No.: 10-10007

Chapter 11 Petition Date: January 4, 2010

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

Judge: Robert E. Gerber

Debtor's Counsel: Richard D. Trenk, Esq.
                  Trenk, DiPasquale, Webster,
                  Della Fera & Sodono, P.C.
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  Email: rtrenk@trenklawfirm.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/nysb10-10007.pdf

The petition was signed by Howard Levi, president of the Company.


PEACOCK GAP: Files for Bankruptcy Due to Declining Revenue
----------------------------------------------------------
Jim Welte at Marin Independent Journal reports that Peacock Gap
Country Club and Spa filed for Chapter 11 bankruptcy citing
declining revenue and dried up financing for on-going renovation.
The company has less than $10 million in assets, and more than $10
in liabilities.  Peacock Gap Country Club operates a golf course
and resort spa in San Rafael.


PARADISE PALMS: Creditor Seeks Case Dismissal
---------------------------------------------
ABI reports that a creditor of Paradise Palms LLC will look to
continue its pre-petition litigation with the real estate
developer.

Kissimmee, Florida-based Paradise Palms, LLC, filed for Chapter 11
bankruptcy protection on November 23, 2009 (Bankr. M.D. Fla. Case
No. 09-17926).  R Scott Shuker, Esq., at Latham Shuker Eden &
Beaudine LLP assists the Company in its restructuring effort.  The
Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


PACIFIC GALVESTON: Enters Chapter 11 in Dallas
----------------------------------------------
Pacific Galveston Properties LP, also known as Island Bay
Apartments, filed for protection under Chapter 11 in U.S.
Bankruptcy Court in Dallas on Jan. 4 (Bankr. N.D. Tex. Case No.
10-30122).  Dallas-based Pacific Galveston rents resort
apartments.

According to Carla Main at Bloomberg, the Company has three equity
security holders: PACC Investment Group, Inc., which owns 50 units
of the limited partnership; Pacific American Advisors Co., which
owns one unit; and T Island Bay Corp.

The report adds that the largest claim among the unsecured
creditors is $1.1 million owed to Lewisville, Texas-based NE
Construction LLP.  Debts owed to other unsecured creditors didn't
exceed $7,000.  The company listed assets and debts between $10
million and $50 million, and identified Galveston, Texas, as the
location of its principal assets.


PACIFIC OFFICE PROPERTIES: Boosts Credit to $15 Million
-------------------------------------------------------
Pacific Office Properties Trust Inc., a real estate investment
trust, said in a regulatory filing that it amended a credit
agreement with First Hawaiian Bank to increase the maximum
principal amount available for borrowing to $15 million from $10
million.

As security for the FHB Credit Facility, Shidler Equities L.P., a
Hawaii limited partnership controlled by Jay H. Shidler, the
Company's Chief Executive Officer and chairman of the Company's
board of directors, initially pledged to the Lender a certificate
of deposit in the principal amount of $10 million.  In connection
with the increase to the maximum commitment under the FHB Credit
Facility, as amended, Shidler Equities increased the principal
amount of the Certificate of Deposit from $10 million from
$15 million.

No other terms of the FHB Credit Facility were amended.  Amounts
borrowed under the FHB Credit Facility bear interest at a
fluctuating annual rate equal to the effective rate of interest
paid by the Lender on time certificates of deposit, plus 1.00%.
The Operating Partnership is permitted to use the proceeds of the
line of credit for working capital and general corporate purposes,
consistent with its real estate operations, and for such other
purposes as the Lender may approve.  The FHB Credit Facility
matures on September 2, 2011.

The Company has assets of $519,580,000, against debts of
$456,550,000 and non-controlling interests of $121,810,000 as of
June 30, 2009.  It incurred an $11.29 million net loss for six
months ended June 30, 2009.


PLAINFIELD APARTMENTS: To Strike Deal With Spencer Savings
----------------------------------------------------------
Mark Spivey, staff writer at myCentralNewJersey.com, says a
federal court judge urged Plainfield Apartments LLC and Spencer
Savings Bank that holds mortgages on the company's apartments to
negotiate on an agreement favorable to both parties and
effectively end the case.

Plainfield Apartments, LLC, is a real estate company based in
Plainfield, New Jersey.  It filed for Chapter 11 on August 7
(Bankr. D. N.J. Case No. 09-30679).  Richard D. Trenk, Esq., at
Trenk, DiPasquale, Webster, Della Fera & Sodono, P.C., assists the
Company in its restructuring efforts.  The Company listed
$14,181,853 in assets and $17,587,846 in debts.

An affiliate, Fulton-Harrison LLC, filed for protection in the
same court on July 29 (Case No. 09-29666).


PECAN HOLDINGS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Pecan Holdings, LLC
        1734 Randons PT
        Sugar Land, TX 77478

Bankruptcy Case No.: 10-30126

Chapter 11 Petition Date: January 4, 2010

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

Judge: Marvin Isgur

Debtor's Counsel: Peter Johnson, Esq.
                  Law Offices of Peter Johnson
                  Suite 2820, Eleven Greenway Plaza
                  Houston, TX 77046
                  Tel: (713) 961-1200
                  Fax: (713) 961-0941
                  Email: pjlawecf@pjlaw.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 Ataf Hemani, president of the Company.


PENN TRAFFIC: Hilco Offers to Pay $19-Mil. for Closing Sales
------------------------------------------------------------
The Penn Traffic Company and its units seek authority from the
U.S. Bankruptcy Court for the District of Delaware to sell
substantially all of their assets to Hilco who intends to
liquidate the assets, subject to higher and better offers by other
liquidators or to parties buying the assets as a going concern.

The Penn Traffic Company, doing business as BiLo Foods, P&C
Supermarkets and Quality Supermarkets has entered into a stalking
horse agreement with a joint venture comprised of Hilco Merchant
Resources, LLC, and Hilco Real Estate Holdings, LLC, to serve as
the exclusive agent in the disposition of, among other assets,
real estate holdings.

Principal among the properties being marketed by Hilco Real Estate
are leased and fee-owned grocery store locations in the
northeastern United States, including New York and Pennsylvania.
These stores may be in freestanding buildings or shopping center
locations and range in size from 10,000 to 50,000 square feet.

A joint venture comprised of Hilco Merchant Resources and Hilco
Real Estate Holdings will act as the stalking horse bidder in the
proceedings for an agreed price of $19,750,000.  This purchase
agreement does not include the 22 stores covered under a previous
purchase agreement with Hilco Merchant Resources.

Subject to approval by the Bankruptcy Court, Hilco will hold
closing store sales and sell all merchandise and inventory
remaining at the Debtors' stores.  It is paying has guaranteed
payment of $19,750,000 and will pay additional amounts depending
on the outcome of the store closing sales.

Consistent with their fiduciary duties, the Debtors will continue
to solicit competing bids by parties to serve as the Debtors'
agent as provided in the stalking horse agreement simultaneously
with their continued marketing of substantially all of the
Debtors' assets and businesses, i.e. supermarkets, warehouse and
other operations -- as going concerns.

Parties may submit competing bids to liquidate the assets or
purchase the business as a going concern until January 20.  An
auction will be held January 22 if competing bids are received.
The Bankruptcy Court will convene a hearing to consider approval
of the sale on January 25, 2009.  Hilco will receive a $300,000
break-up fee in the event it is outbid by other parties.

                        About Penn Traffic

Syracuse, New York-based The Penn Traffic Company -- dba P&C
Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets
in Pennsylvania, upstate New York, Vermont, and New Hampshire
under the Bilo, P&C and Quality trade names.  The Company filed
for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr.
D. Delaware Case No. 09-14078).  Ann C. Cordo, Esq., and Gregory
W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist
the Company in its restructuring effort.  Donlin Recano is the
Company's claims agent.  The Company listed $150,347,730 in assets
and $136,874,394 in liabilities as of May 4, 2009.

These affiliates also filed separate Chapter 11 petition: Sunrise
Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking
Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.; P
and C Food Markets, Inc. of Vermont; and P.T. Development, LLC.


PHOENIX FOOTWEAR: Fails to Meet NYSE Amex Listing Standards
-----------------------------------------------------------
Phoenix Footwear Group, Inc. said it had received a notice on
October 9, 2009 from the NYSE Amex LLC, indicating that as of
its quarter ended July 4, 2009, the Company failed to meet the
continued listing standards of the NYSE Amex. Specifically, the
letter stated that the Company was not in compliance with Section
1003(a)(ii) of the NYSE Amex Company Guide, with stockholders'
equity of less than $4,000,000 and losses from continuing
operations and net losses in three of its four most recent fiscal
years.

The Company said it was afforded the opportunity to submit a plan
to the NYSE Amex addressing how it intends to regain compliance
with this continued listing standard, and on Nov. 9, 2009, the
Company presented its plan to the Exchange.

On Dec. 24, 2009, the Company received notice from the
Exchange that it has accepted the Company's plan of compliance.
Accordingly, the Exchange has granted the Company an extension
until April 11, 2011 to regain compliance with its continued
listing standards.  The Company will be subject to periodic review
by the Exchange Staff during the extension period. Failure to make
progress consistent with the plan or to regain compliance with the
continued listing standards by the end of the extension period
could result in the Company being delisted from the NYSE Amex.

                      Going Concern Doubt

The Company has incurred net losses for the last two fiscal years
and the first nine months of fiscal 2009.

In June 2008, the Company and its subsidiaries entered into a
Credit and Security Agreement with Wells Fargo Bank, N.A. for a
three year revolving line of credit and letters of credit
collateralized by all the Company's assets and those of its
subsidiaries.  Under the facility, the Company could have borrowed
up to $17.0 million (subject to a borrowing base which included
eligible receivables and eligible inventory less availability
reserves set by Wells Fargo).  The Wells Fargo credit facility
includes various financial and other covenants with which the
Company has to comply to maintain borrowing availability and avoid
an event of default and penalties and other remedies available to
Wells Fargo.  The Company has been in continuing default under its
Wells Fargo credit facility since September 27, 2008, by failing
to meet the financial covenant for income before income taxes.
Since July 2009, the Company has entered into four forbearance
agreements with Wells Fargo pursuant to which, among other things,
Wells Fargo agreed, subject to certain conditions, to refrain from
exercising remedies based on the specified past financial covenant
defaults until October 23, 2009, with various automatic extensions
that defer the maturity to November 30, 2009, provided the Company
adheres to certain conditions.

The Company undertook restructuring activities to raise cash to
enable it to repay its bank debt.  In the Company's most recent
10-Q filing, management of the Company said it is engaged in
discussions with several different financing sources to provide
the Company with proceeds to repay in full its revolving line of
credit debt on or before November 30, 2009.

The conditions raise substantial doubt about the Company's ability
to continue as a going concern.

At September 30, 2009, the Company's consolidated balance sheets
showed $13.2 million in total assets, $9.8 million in total
liabilities, and $3.4 million in shareholders' equity.

                       Subsequent Events

As reported in the Troubled Company Reporter on December 7, 2009,
the Company, together with its subsidiaries, entered into an
Accounts Receivable and Inventory Security Agreement
on December 4, 2009, 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.

                     About Phoenix Footwear

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).  These brands
are primarily sold through department stores, specialty retailers,
mass merchants and catalogs.


PRECISION PAVING: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Precision Paving, Inc.
          aka Precision Built Landscape, Inc.
        Post Office Box 1241
        Jesup, GA 31598-1241

Bankruptcy Case No.: 10-20004

Chapter 11 Petition Date: January 4, 2010

Court: United States Bankruptcy Court
       Southern District of Georgia (Brunswick)

Debtor's Counsel: William S. Orange, III, Esq.
                  1419 Newcastle Street
                  Brunswick, GA 31520
                  Tel: (912) 267-9272
                  Fax: (912) 267-7595
                  Email: orangelaw@bellsouth.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 $1,032,047,
and total debts of $1,416,701.

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

The petition was signed by Lawrence Dewayne Floyd, president of
the Company.


RAYMOND ZWEIFEL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Joint Debtors: Raymond T. Zweifel
               Allyson M. Zweifel
               4873 Keeneland Circle
               Orlando, FL 32819

Bankruptcy Case No.: 10-00020

Chapter 11 Petition Date: January 4, 2010

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

Debtors' Counsel: James H. Monroe, Esq.
                  Post Office Box 540163
                  Orlando, FL 32854
                  Tel: (407) 872-7447
                  Fax: (407) 246-0008
                  Email: jhm@jamesmonroepa.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 $1,337,799,
and total debts of $1,859,640.

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.


R.H. DONNELLEY: Gets Nod to Assume Panorama Lease
-------------------------------------------------
R.H. Donnelley Corp. and its units obtained authority for Debtor
Dex Media, Inc., to assume an unexpired nonresidential lease of a
facility located at 8501 Panorama Circle, Suite 150, Englewood,
Colorado, entered into between DMI as tenant and Carr Office Park
LLC as landlord.

For 2009, the annual rent under the Panorama Lease is $4,042,801.
However, under the current terms of the Panorama Lease, the Rent
increases annually by $0.50 per square foot through the Lease's
remaining term.

After the Petition Date, the Debtors negotiated with the Landlord
and the Parties came up with an amendment to the Lease, which
include the decrease of rent by approximately $2,700,000
annually.

In addition, the Debtors were able to negotiate valuable
concessions from the Landlord, including (i) a four-year
reduction in the term; and (ii) a reduction in the rentable area
to 65,759 square feet, which is better suited to DMI's operations
going forward, James F. Conlan, Esq., at Sidley Austin LLP, in
Chicago, Illinois, relates.

The Debtors assert that they are current on all monetary
obligations under the Panorama Lease and that they have timely
satisfied all monetary obligations since the Petition Date.
Accordingly, the Debtors assert that the cure amount with respect
to the Panorama Lease is zero.

However, in connection with the execution of the Amendment, the
Debtors agreed to pay $3,900,000 to the Landlord within 10 days
after the entry of a final and non-appealable order approving the
Request.  Mr. Conlan contends that entry into the Amendment and
the corresponding payment of the Additional Rent would allow the
Debtors to (i) bring the Rent in line within current market
conditions, (ii) reduce and reconfigure the rentable area of the
Property to better meet DMI's operational needs, (iii) avoid the
costs and potential business disruption associated with
relocating approximately 240 employees to a new facility, and
(iv) avoid potentially substantial rejection damages, which would
likely result if DMI rejected the Panorama Lease.

                       About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S.  It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc., and Local Launch, Inc., are the company's only
direct wholly owned subsidiaries.

Dex Media East, LLC, is a publisher of the official yellow pages
and white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852), after missing a $55 million interest
payment on its senior unsecured notes due April 15.  James F.
Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represent the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, serve as the Debtors' local counsel.  The
Debtors' financial advisor is Deloitte Financial Advisory Services
LLP while its investment banker is Lazard Freres & Co. LLC.  The
Garden City Group, Inc., is claims and noticing agent.

As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.

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


R.H. DONNELLEY: Putative Shareholders Oppose Plan Releases
----------------------------------------------------------
Donald Biggerstaff, on behalf of himself and a putative class of
shareholders who claim to have been defrauded by the prepetition
and fraudulent or reckless actions and inactions of former and
current officers and directors of the R.H. Donnelley Corporation
and its debtor affiliates pending in the U.S. District Court for
the District of Delaware objects to the proposed Chapter 11 Plan
of Reorganization, including but not limited to a certain portion
of the Plan, which purports to release the non-Debtor defendants
from liability for their prepetition or fraudulent or reckless
actions and inactions.

Brian D. Long, Esq., at Rigrodsky & Long P.A., in Wilmington,
Delaware, asserts that the Release Provision is not necessary to
ensure the success of the Plan.

Accordingly, Mr. Long proposes imposing a carve-out agreeable to
Mr. Biggerstaff and the Putative Class.  The carve-out provides:

  "Neither this Plan nor any contract, instrument, release,
  agreement or document executed or delivered in connection
  therewith, nor the occurrence of the Effective Date (i) shall
  release, waive, discharge, contribute, or assign any of the
  claims or causes of action asserted or that may be asserted
  against the current non-debtor defendants or potential non-
  debtor defendants in that certain action styled Donald
  Biggerstaff, et al v. David Swanson, et al, Civil Action: 09-
  00803-MMB (the "Biggerstaff Securities Fraud Action) and/or
  (ii) shall permanently or preliminarily enjoin, prohibit or
  prevent in any way the continuation and/or prosecution of the
  Biggerstaff Securities Fraud Action and the claims and causes
  of action asserted or that may be asserted therein against the
  existing non-debtor defendants or potential non-debtor
  defendants; and all such claims and causes of action, as well
  as any and all defenses and counterclaims, are hereby
  expressly preserved."

In a separate filing, other Plaintiffs join in Mr. Biggerstaff's
objection:

  * Local 731 I.B. of T. Excavators and Pavers Pension Trust
    Fund;

  * Private Scavenger and Garage Attendants Pension Trust Fund;

  * Textile Maintenance and Laundry Craft Pension Fund; and

  * Zhengxu He, trustee for the He & Fang Revocable Living
    Trust.

                        The Chapter 11 Plan

R.H. Donnelley Corp. has won approval of the disclosure statement,
bringing the Debtor closer to realizing a Chapter 11
reorganization plan that aims to shed $6.4 billion in debt.

As scheduled, the Court will convene a hearing to consider
confirmation of the Plan on January 12.  Objections to
confirmation of the Plan are due December 17.

R.H. Donnelley reached an agreement on the terms of the Plan with
several creditor groups, including noteholders and bank lenders,
prior to filing for Chapter 11 protection on May 28, 2009.  The
so-called "lock-up" agreements between the Company and its bank
lenders and noteholders remain in place.

Under the terms of the Plan of Reorganization:

    * R.H. Donnelley would reduce its total debt by approximately
      $6.4 billion, including the repayment of $700 million of
      secured indebtedness

    * The approximately $6.0 billion of unsecured bond
      indebtedness would be exchanged for virtually all of the
      equity in the restructured Company and $300 million of
      unsecured notes issued by the Company; all existing equity
      in the Company would be extinguished

    * Total cash interest expense reduction of approximately
      $500 million annually

    * Post-restructuring secured and consolidated debt of
      approximately $3.1 billion and $3.4 billion, respectively,
      which represents approximately 2.9x and 3.2x net secured and
      net consolidated leverage, respectively

    * Post-restructuring cash balance of approximately
      $125 million.

Prior to the hearing, Sharon K. Jones, the Treasurer of Douglas
County, Colorado, filed an objection, saying that the Disclosure
Statement, as amended October 19, does not resolve Douglas
County's claim.  She added that the Plan does not contain the
language in the October 19 Disclosure Statement partially
addressing Douglas County's claim.

A full-text copy of the Plan, as amended October 19, is available
for free at:

          http://bankrupt.com/misc/RHDOct19Plan.pdf

A full-text copy of the explanatory Disclosure Statement, as
amended October 19, is available for free at:

          http://bankrupt.com/misc/RHDOct19DS.pdf

                       About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S.  It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc., and Local Launch, Inc., are the company's only
direct wholly owned subsidiaries.

Dex Media East, LLC, is a publisher of the official yellow pages
and white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852), after missing a $55 million interest
payment on its senior unsecured notes due April 15.  James F.
Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represent the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, serve as the Debtors' local counsel.  The
Debtors' financial advisor is Deloitte Financial Advisory Services
LLP while its investment banker is Lazard Freres & Co. LLC.  The
Garden City Group, Inc., is claims and noticing agent.

As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.

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


R.H. DONNELLEY: Wants Removal Period Extended to Feb. 22
--------------------------------------------------------
Pursuant to Rule 9006(b) of the Federal Rules of Bankruptcy
Procedures, the Court may extend the period within which the
Debtors may remove actions pending against them before the
Petition Date "for cause . . . at any time in its discretion . .
. if the [request is] made before the expiration of the period
originally prescribed or as extended by a previous [O]rder."

Section 1452 of the Bankruptcy Code provides that "a party may
remove a claim or cause of action in a civil action . . . to the
district court for the district where such civil action is
pending. . . "

By this motion, R.H. Donnelley Corp. and its units ask the Court
to further extend the deadline within which they may file notices
of removal of claims and causes of action pursuant to Section 1452
of the Bankruptcy Code and Rule 9027 of the Federal Rules of
Bankruptcy Procedure by 60 days, through and including
February 22, 2010.

The current deadline for the Debtors to file notices of removal
is December 24, 2009.  The Debtors ask the Court that their
request be granted without prejudice to their right to seek
further extensions.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, contends that the size of the Debtors' business
operations and the large number of Debtors involved in the
Chapter 11 cases have caused their management and advisors to
devote an extraordinary amount of time ensuring that they meet
the requirements of the Chapter 11 process, all while maintaining
smooth business operations.  He further notes that the Debtors'
management and advisors have undertaken substantial efforts to
negotiate, draft and present the Joint Plan of Reorganization for
R.H. Donnelley Corporation and its subsidiaries and related
Disclosure Statement.

On October 21, 2009, the Court approved the Disclosure Statement
and scheduled a hearing for January 12, 2010.

Given the tasks and their attendant demands on the Debtors'
personnel and professional advisors, the Debtors have a
legitimate need for additional time to review their outstanding
litigation matters and evaluate whether those matters should
properly be removed pursuant to Section 1452 and Rule 9027,
Mr. Conlan explains.  He argues that if the Debtors' extension
request is denied, they could lose a significant element of their
overall ability to manage pending litigation matters during their
Chapter 11 cases before they even had the opportunity to evaluate
the merits of the litigation, to the detriment of the Debtors,
their estates, and their creditors.

Furthermore, Mr. Conlan assures the Court that the counterparties
to any claims or causes of action will not suffer any prejudice
because prepetition claims and causes of action against the
Debtors are stayed by operation of the automatic stay under
Section 362(a) of the Bankruptcy Code, and no bar date for the
filing of claims against the Debtors has yet been established.

Accordingly, preserving the Debtors' ability to remove related
claims and causes of action will not impose significant delay or
unnecessary burdens on any counterparties to related claims and
causes of action, Mr. Conlan further argues.

The Court will convene a hearing on January 12, 2010, at
10:00 a.m., to consider the Debtors' request.  Pursuant to Rule
9006-2 of the Delaware Bankruptcy Local Rules, the Debtors'
Removal Period is automatically extended until the conclusion of
that hearing.

                       About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S.  It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc., and Local Launch, Inc., are the company's only
direct wholly owned subsidiaries.

Dex Media East, LLC, is a publisher of the official yellow pages
and white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852), after missing a $55 million interest
payment on its senior unsecured notes due April 15.  James F.
Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represent the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, serve as the Debtors' local counsel.  The
Debtors' financial advisor is Deloitte Financial Advisory Services
LLP while its investment banker is Lazard Freres & Co. LLC.  The
Garden City Group, Inc., is claims and noticing agent.

As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.

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


RIVERSIDE CAPITAL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Riverside Capital Holdings, LLC
        2100 S Ocean LN #205
        Ft. Lauderdale, FL 33316

Bankruptcy Case No.: 10-10080

Chapter 11 Petition Date: January 4, 2010

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

Judge: Raymond B. Ray

Debtor's Counsel: David W. Langley, Esq.
                  8551 W Sunrise Blvd #303
                  Fort Lauderdale, FL 33322
                  Tel: (954) 356-0450
                  Fax: (954) 356-0451
                  Email: dave@flalawyer.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 $1,676,546,
and total debts of $2,209,194.

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

The petition was signed by Tyler Tuchow, managing member of the
Company.


RONSON CORP: PBGC Assumes Underfunded Pension Plan
--------------------------------------------------
The Pension Benefit Guaranty Corporation said last week it was
moving to assume responsibility for the underfunded pension plan
covering more than 460 workers and retirees of Ronson Corp., a
maker of lighters and accessories based in Woodbridge, New Jersey.

The pension insurer is stepping in because the underfunded
retirement plan will be unable to make benefit payments and faces
abandonment following the sale of substantially all the company's
assets.  The buyers have not agreed to assume responsibility for
the plan.  By taking action now, the PBGC said it prevents further
deterioration of the plan's condition.

The Ronson Corporation Retirement Plan is 33% funded, with assets
of $2.7 million to cover benefit liabilities of $8.2 million,
according to PBGC estimates. The agency expects to be responsible
for the entire $5.5 million shortfall.

The PBGC will take over the assets and use insurance funds to pay
guaranteed benefits earned under the plan, which ended on Dec. 30,
2009.  Retirees and beneficiaries will continue to receive their
monthly benefit checks without interruption, and other workers
will receive their pensions when they are eligible to retire.
Until the PBGC becomes trustee of the pension plan, the plan will
remain ongoing under company sponsorship. The agency will send
notification letters to all plan participants when it becomes
trustee.

Under federal pension law, the maximum guaranteed pension at age
65 for participants in plans that terminate in 2009 is $54,000 per
year. The maximum guaranteed amount is lower for those who retire
earlier or elect survivor benefits. In addition, certain early
retirement subsidies and benefit increases made within the past
five years may not be fully guaranteed.

The PBGC will not have specific information about Ronson pension
benefits until the agency becomes trustee of the plan.  Workers
and retirees with general questions about the PBGC and its benefit
guarantees may consult the PBGC Web site, http://www.pbgc.gov/

Ronson retirees who draw a benefit from the PBGC may be eligible
for the federal Health Coverage Tax Credit.  Further information
may be found on the PBGC Web site at http://www.pbgc.gov/workers-
retirees/benefits-information/content/page13692.html.

Assumption of the plan's unfunded liabilities will have no
significant effect on PBGC's financial statements as an estimate
of the claim was previously included in the agency's fiscal year
2009 financial statements, in accordance with generally accepted
accounting principles.

The PBGC is a federal corporation created under ERISA. It
currently insures the basic pension benefits of about 44 million
American workers and retirees in more than 29,000 private-sector
defined benefit pension plans. The Corporation receives no funds
from general tax revenues. Operations are financed largely by
insurance premiums paid by companies that sponsor pension plans
and by PBGC's investment returns.

                   About Ronson Corporation

Somerset, New Jersey-based Ronson Corporation (Pink Sheets: RONC)
-- http://www.ronsoncorp.com/-- is the parent company of three
operating units: Ronson Aviation, Inc., an aircraft fueling and
servicing company; Ronson Consumer Products Corp., a maker and
distributor of Ronsonol lighter fluid and various other lighter
accessories; and Ronson Corporation of Canada Ltd., which markets
the company's products throughout Canada. The company is engaged
in a series of asset sales as a condition of a forbearance
agreement with its primary lender Wells Fargo Bank, NA.

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.


RYLAND GROUP: To Release Fourth Quarter Earnings on January 27
--------------------------------------------------------------
The Ryland Group, Inc., will release its fourth quarter earnings
on January 27, 2010, after the market closes.  The conference call
will be held January 28, at 9:00 a.m. PST (noon EST).

A live audio webcast of the call will be available on Ryland's Web
site at http://www.ryland.com/ To access the webcast, go to the
Investors section and click on the "Fourth Quarter Earnings
Conference Call" link under the "Events and Presentations"
heading.  A replay of the webcast will be archived on Ryland's
site.

For participants who wish to call in, the number is (913) 312-
0963, or toll free (800) 776-9057. The call will be recorded and
available for replay beginning at 12:00 p.m. PST on January 28
through 9:00 p.m. PST on February 4, 2010. The dial-in number for
the replay is (719) 457-0820, or toll free (888) 203-1112
(reference access code 9425477).

                      CEO Severance Agreement

Ryland Group entered into a CEO Severance Agreement dated as of
December 17, 2009, with Larry T. Nicholson, Ryland's President and
Chief Executive Officer.  The Agreement sets forth the terms and
conditions that are applicable if Mr. Nicholson's employment is
terminated in the future as a result of his death or disability, a
voluntary termination by Mr. Nicholson, a termination by Ryland
without Cause and a termination for Cause.

In the event of a voluntary termination or a termination due to
death or disability, Ryland will pay Mr. Nicholson his base salary
through the effective date of termination and will pay all
benefits to which Mr. Nicholson has a vested right at that time in
accordance with the terms of the plan, document or agreement
governing such benefits.  Additionally, in the event of a
termination due to death or disability, Ryland shall pay a pro
rata share of the Bonus for the year in which the termination
occurs.  If Mr. Nicholson should voluntarily terminate his
employment, Mr. Nicholson is not entitled to receive a Bonus for
the fiscal year in which a voluntary termination occurs.  In the
event this Agreement is terminated for Cause (as defined in the
Agreement), Ryland will pay Mr. Nicholson his base salary through
the date of termination and Mr. Nicholson will forfeit all rights
and benefits he is entitled to receive, including any right to a
Bonus for the fiscal year in which the termination occurs, but
excluding any benefits in which he has a vested right.

If Ryland should terminate Mr. Nicholson without Cause, Ryland
will pay him a lump sum cash payment equal to 24 months of his
base salary as in effect prior to the date of notice of
termination.  Mr. Nicholson's participation in the life, medical,
long-term disability and executive medical reimbursement programs
will be continued or equivalent benefits provided by Ryland for a
period of two years from the date of termination.  Ryland also
will pay to him a lump sum cash payment equal to the value of
coverage under certain executive life and other benefit programs
for a period equal to 24 months.  Ryland also will pay Mr.
Nicholson a pro rata share of the Bonus for the year in which the
termination occurs based on Mr. Nicholson's Bonus program and the
results of Ryland for that fiscal year.  Ryland will also pay all
benefits to which Mr. Nicholson has a vested right at the time of
termination in accordance with the terms of the plans, documents
or agreements governing those benefits.  Mr. Nicholson will be
fully vested in any unvested grants of equity, stock option or
restricted stock unit awards previously received.  Within 30 days
after the date of termination, Ryland will also pay Mr. Nicholson
a lump sum cash payment for the year in which the termination
occurs equal to twice the highest amount of the Bonus paid or
payable in respect of the three previous fiscal years prior to the
year in which termination occurs as well as an equity award equal
to the highest restricted stock award granted during the three
previous fiscal years prior to the year in which termination
occurs.  In the event that the forgoing equity award cannot be
made, Ryland will make a lump sum cash payment in an amount equal
to the fair market value of such shares.

In the event of a Change of Control, Mr. Nicholson has the option
to have a termination of employment governed by the provisions of
his Senior Executive Severance Agreement as opposed to this
Agreement.

In accordance with Ryland's Policy Regarding Stockholder Approval
of Severance Agreements, all payments and Benefits provided in
connection with a termination by Ryland without Cause are subject
to and shall not exceed the Severance Benefits Limitation set
forth in the Severance Policy.  In the event that the aggregate
present value of all payments and Benefits to be provided in the
event of a termination without Cause would exceed the Benefits
Threshold, the payments and Benefits shall be reduced or forgone
to comply with the Severance Benefits Limitation set forth in the
Severance Policy.

                        About Ryland Group

Founded in 1967 and headquartered in Calabasas, California, The
Ryland Group, Inc. -- http://www.ryland.com/-- is a mid-sized
homebuilder with homebuilding revenues and net income for the
trailing 12 months ended September 30, 2009, of $1.35 billion and
($261) million, respectively.  Ryland is listed on the New York
Stock Exchange under the symbol "RYL."

At September 30, 2009, the Company had total assets of
$1,736,504,000, including cash and cash equivalents of
$235,204,000, against total liabilities of $1,189,077,000.

                           *     *      *

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.


SARGENT RANCH: Files for Chapter 11 Protection in Sand Diego
------------------------------------------------------------
Sargent Ranch LLC filed for Chapter 11 bankruptcy in San Diego,
California (Bankr. S.D. Calif. Case No. 10-00046).

Sargent Ranch LLC owns a 6,400 acre proposed development in
Gilroy, California - Sargent Ranch, LLC - voluntarily filed for
chapter 11 protection in San Diego yesterday.  The company, which
is majority owned by Wayne and Marci Pierce, listed its assets at
$716.1 million. Those assets are encumbered by a $71 million
secured claim and over $11 million in unsecured claims.

Debts range from $50,000,001 to $100,000,000.

According to an article in The Gilroy Dispatch, the company first
attempted to develop the project through Santa Clara County but
failed. The company then attempted to bypass county regulations by
teaming with the Amah Mutsun Indians and Congressman Mike Honda
(D-San Jose) to gain federal tribal recognition. Those efforts
also failed and the project was stopped.


Don Bauder at San Diego Reader reports that Wayne and Marci Pierce
of La Jolla who owned 85% of the Company was charged by developer
Jack Roddy of Antioch in 2005 for taking money from another
development to prop up Sargent Ranch.


SARGENT RANCH: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sargent Ranch, LLC, a California Limited Liability Company
        8031 La Jolla Scenic Drive North
        La Jolla, CA 92037

Bankruptcy Case No.: 10-00046

Chapter 11 Petition Date: January 4, 2010

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

About the Business:

Debtors' Counsel: John L. Smaha, Esq.
                  Smaha Law Group, APC
                  7860 Mission Center Court, Suite 100
                  San Diego, CA 92108
                  Tel: (619) 688-1557
                  Fax: (619) 688-1558
                  Email: jsmaha@smaha.com

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

Estimated Debts: $50,000,001 to $100,000,000

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

            http://bankrupt.com/misc/casb10-00046.pdf

Debtor's List of 15 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Barnes & Thornberg         Legal Fees             $200,000

Chester Spiering           Consulting Fees        $500,000
1235 Christobal Privada
Mountain View, CA 94040

Clark & Weinstock          Legal Fees             $75,000

Live Oak Associates        Biological Surveys     $30,000

Luhdorff & Scalmanini      Engineering Fees       $9,500

Manasian & Rougeau, LLP    Legal Fees             $750,000
400 Montgomery St.,
Ste. 1000
San Francisco, CA 94104

McNally Temple             Consulting Fees        $84,000

Mike Baldridge             Consulting Fees        $1,774,250
335 Sutton Circle
Danville, CA 94506

Miller Starr Regalia       Legal Fees             $83,674

Morrison Foerster          Legal Fees             $13,000

Pillsbury Winthrop         Legal Fees             $411,000
2300 N. Street NW,
Rm 6182
Washington, DC 20037

Ruggeri Jensen Azar        Engineering Fees       $8,170

Santa Clara County         810-38-002             $333,760
Tax Collector              ($2,224);
70 W. Hedding Street       810-37-008
San Jose, CA 95110         ($19,008);
                           810-37-007
                           ($19,008);
                           810-37-006
                           ($62,700);
                           810-37-005
                           ($120);
                           810-38-009
                           ($9,000);
                           810-38-014
                           ($96,000);8

Santa Cruz County          110-201-04             $53,034
Tax Collector              ($6,022);
                           110-251-06
                           ($212);
                           110-271-01
                           ($5,800);
                           110-281-01
                           ($41,000)

TerraSearch                Engineering Fees       $8,500

The petition was signed by Wayne F. Pierce, managing member of the
Company.


SMART ONLINE: Sells More Conv. Secured Sub. Notes to Noteholders
----------------------------------------------------------------
Smart Online, Inc., said it sold an additional convertible secured
subordinated note due Nov. 14, 2010, in the principal amount of
$750,000 to a current noteholder upon substantially the same terms
and conditions as the previously issued notes.

The Company said it is obligated to pay interest on the New Note
at an annualized rate of 8% payable in quarterly installments
commencing March 23, 2010.  The Company is not permitted to prepay
the New Note without approval of the holders of at least a
majority of the aggregate principal amount of the Notes then
outstanding.

Durham, North Carolina-based Smart Online, Inc. --
http://www.smartonline.com/-- develops and markets software
products and services (One Biz(TM)) targeted to small businesses
that are delivered via a Software-as-a-Service model.  The Company
sells its SaaS products and services primarily through private-
label marketing partners.  In addition, the Company provides
sophisticated and complex website consulting and development
services, primarily in the e-commerce retail and direct-selling
organization industries.

At September 30, 2009, the Company had $1,788,096 in total assets
against $13,610,936 in total liabilities, resulting in
stockholders' deficit of $11,822,840.


SMIC LTD: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: SMIC. Ltd.
        17300 N. Dallas Parkway, Suite 2040
        Dallas, TX 75248

Bankruptcy Case No.: 10-40120

Chapter 11 Petition Date: January 4, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: J. Robert Forshey, Esq.
                  Forshey & Prostok, LLP
                  777 Main St., Suite 1290
                  Ft. Worth, TX 76102
                  Tel: (817) 877-8855
                  Email: jrf@forsheyprostok.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 D. Ronald Allen, member of the Company.


SMURFIT-STONE: CCAA Stay Order Extended to February 26
------------------------------------------------------
Smurfit-Stone Canada Inc. and its affiliates sought and obtained
an order from the Honorable Justice J. Pepall at the Superior
Court of Justice (Commercial List) for the Province of Ontario,
in Canada, further extending the stay of proceedings through
February 26, 2010.

Sean F. Dunphy, Esq., at Stikeman Elliot LLP, in Ontario, Canada,
relates that since the granting of the initial order extending
the stay, the CCAA Entities have worked diligently to stabilize
their operations and with the assistance of the DIP Credit
Agreement, they have been able to reassure customers and
suppliers, and maintain operations.

Mr. Dunphy tells the Superior Court that the CCAA Entities have
acted and continue to act in good faith and with due diligence.
He explains that an extension of the stay of proceedings to
February 26, 2010, is necessary in order to continue to ensure
stability to the CCAA Entities' business and allow them
sufficient time to continue in the restructuring of their
businesses.

                       About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and $5.582 billion
in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Court Denies Equity Committee Appointment
--------------------------------------------------------
Bankruptcy Judge Brendan Linehan Shannon has denied Caspian
Capital Advisors' request to appoint an official committee of
equity security holders.  The Judge explained that appointment of
an equity committee is appropriate only where:

  * Caspian can establish that there is substantial likelihood
    that they will receive a meaningful distribution in the
    Chapter 11 cases; and

  * equity holders are unable to adequately represent their
    interests in the Chapter 11 cases absent appointment of an
    official committee.

As previously reported, in support of the Request, Caspian
submitted the report of Moelis & Company, and the Debtors
submitted the rebuttal report of Lazard Freres & Co. LLC in
opposition to the Request.

The Judge points out that the record adduced at trial reflects
that the valuation methodology employed by the Moelis Report is
dependent upon projections of increased revenues in coming years
as a result of an aggressive pricing forecast but does not
adequately consider or take into account likely cost increases in
its projections.

Aside from pricing projections, the Moelis Report identifies
certain potential additional sources of distributable value.
However, the record developed at trial reflects that the Black
Liquor Tax Credit expires on December 31, 2009, and will not be
an ongoing source of revenue for the Debtors.  Similarly, the
record reflects that the Debtors will not be able to obtain any
material economic benefit under the Biomass Conversion
Agricultural Program.

As to the potential value to the Debtors of net operating loss
carryforwards, the evidence is sufficiently conflicting so as to
preclude the Court from attributing material value to the tax
attributes, the Judge further explains.  He adds that the Lazard
Rebuttal Report reflects that, on both a "comparable company"
analysis and a "precedent transaction" analysis, the range of
estimated values falls between $700 million and $900 million
short of the point at which distributable value is likely to be
available for shareholders.

In addition, the record reflects that Caspian have engaged able
and experienced professionals, have vigorously participated in
these cases to date, and have identified numerous grounds upon
which to challenge the Debtors' recently filed Joint Chapter 11
Plan of Reorganization and the accompanying Disclosure Statement.

For these reasons, Judge Shannon concludes that appointment of an
equity committee is not necessary to ensure adequate
representation of the interests of shareholders.

Before the Judge issued his order, Caspian and the Debtors
exchanged briefs which were filed under seal.

                       About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and $5.582 billion
in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Has Lenders' Nod for Cash Use Until June 30
----------------------------------------------------------
Smurfit-Stone Container Corp. and its units seek authority from
the Bankruptcy Court to continue using cash collateral.

As previously reported, the Final DIP Order authorized the
Debtors to enter into a DIP financing facility established
pursuant to a certain credit agreement between Smurfit-Stone
Container Enterprises, Inc., and Smurfit-Stone Container Canada,
Inc., Smurfit-Stone Container Corporation, the other Loan Parties
party thereto, JPMorgan Chase Bank, N.A., as administrative agent
and collateral agent, JPMorgan Chase Bank, N.A., Toronto Branch,
as Canadian administrative agent and Canadian collateral agent,
and the Lenders party thereto.

The DIP Facility provided for a total commitment of up to
$750 million, consisting of U.S. and Canadian senior secured
asset-based revolving credit facilities and senior secured asset-
based term loan facilities.  The Final DIP Order authorized the
Debtors to use the proceeds of the DIP Facility for (i) working
capital, Letters of Credit and Capital Expenditures; (ii) other
general corporate purposes of the Debtors (including intercompany
loans to the extent permitted by the DIP Credit Agreement); (iii)
payment of any related transaction costs, fees and expenses; and
(iv) the costs of administration of the Cases.

The Maturity Date for the DIP Facility is January 28, 2010,
absent the Debtors' election to extend the DIP Facility as
provided in the DIP Credit Agreement.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, relates that after careful consideration, the Debtors
have decided not to exercise their option to extend the DIP
Facility beyond January 28 because the Debtors have built up
significant cash reserves throughout the past year and currently
hold approximately $675 million in cash and cash equivalents.

Consequently, rather than extend the DIP Facility and incur the
related costs and expenses, the Debtors have determined to
instead rely on their significant cash reserves to meet their
operating, working capital and capital expenditure needs.  In
order to do so, however, the Debtors need to extend their
authority to use Cash Collateral, which would otherwise expire
when the DIP Facility matures on January 28.

Accordingly, the Debtors and the Prepetition Secured Parties have
negotiated and agreed to a proposed order, which authorizes the
Debtors to continue using Cash Collateral through the earlier of
(i) June 30, 2010, (ii) consummation of a plan of reorganization,
or (iii) the delivery of written notice to the Debtors by the
agent for the Prepetition Secured Parties after the occurrence of
certain events of default and continuance of the Event beyond any
applicable grace period.

Specifically, events of default include:

  * the failure of the Debtors to make a payment to the
    Prepetition Agents or the Prepetition Secured Parties when
    required and the failure continues unremedied for more than
    two business days after the Debtors' receipt of a notice of
    default;

  * any of the Debtors' Chapter 11 Cases will be dismissed or
    converted to a case under Chapter 7 of the Bankruptcy Code;

  * the Bankruptcy Court or the Canadian Court will enter an
    order or orders granting relief from the automatic stay to
    the holder or holders of any security interest to permit
    foreclosure or enforcement of any kind on any assets of the
    Debtors which have a value in excess of $5,000,000 in the
    aggregate;

  * an order of the Bankruptcy Court or the Canadian Court will
    be entered reversing, amending, supplementing, staying for a
    period in excess often 10 days, vacating or otherwise
    modifying the Final DIP Order or the Proposed Order without
    the prior written consent of the Prepetition Agents;

  * any judgment or order as to a postpetition liability or debt
    for the payment of money in excess of $1,OOO,OOO will be
    rendered against any of the Debtors or their subsidiaries
    and the judgment will remain undischarged and there will be
    any period of 30 consecutive days during which a stay of
    enforcement of the judgment or order, by reason of a pending
    appeal or otherwise, will not be in effect;

  * the Debtors or any of their subsidiaries will make any
    prepetition payment -- whether by way of adequate protection
    to any party other than the Pre-Petition Secured Parties or
    otherwise -- of principal or interest or otherwise on
    account of any prepetition indebtedness or payables,
    including reclamation claims, other than prepetition
    payments authorized by the Bankruptcy Court or the Canadian
    Court; and

  * the Debtors will create, incur or suffer to exist any post-
    petition liens or security interests other than (a) those in
    favor of the Prepetition Agents or the Prepetition Secured
    Parties and (b) "Permitted Liens" that were not primed by or
    would not have been primed by the DIP Liens or the DIP
    Protections pursuant to the Final Order and the DIP Credit
    Agreement; or any other claim which is "pari passu" with or
    senior to the adequate protection for the interest of the
    Prepetition Secured Parties in the Prepetition Collateral on
    account of the granting of the DIP Liens, subordination to
    the Carve-Out, the Debtors' use of the Prepetition
    Collateral, including the Cash Collateral, and other decline
    in value arising out of the automatic stay or the Debtors'
    use, sale, or lease of the Prepetition Collateral, or
    otherwise granted pursuant to the Final DIP Order or the
    Proposed Order, other than the Carve-Out, will be granted in
    any of the Chapter 11 Cases.

A copy of the Proposed Order is available for free at:

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

                       About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and $5.582 billion
in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SOLUTIA INC: Court Enters Final Decree Closing Ch. 11 Cases
-----------------------------------------------------------
Judge Prudence Carter Beatty, on December 29, 2009, pursuant to
Section 350(a) of the Bankruptcy Code and Bankruptcy Rule 3022,
entered a final decree closing the Chapter 11 Cases of Solutia,
Inc.'s 15 debtor affiliates:

    Debtor                                       Case No.
    ------                                       --------
    Solutia Business Enterprises Inc.            03-17948
    Solutia Inc.                                 03-17949
    Solutia Systems, Inc.                        03-17950
    Solutia Overseas, Inc.                       03-17951
    CPFilms Inc.                                 03-17952
    Solutia Management Company, Inc.             03-17953
    Monchem International, Inc.                  03-17954
    Axio Research Corporation                    03-17955
    Solutia Investments, LLC                     03-17956
    Beamer Road Management Company               03-17957
    Monchem, Inc.                                03-17958
    Solutia Inter-America, Inc.                  03-17959
    Solutia International Holding, LLC           03-17960
    Solutia Taiwan, Inc.                         03-17961
    Solutia Greater China, Inc.                  03-17962

The Court's final decree is without prejudice to the rights of
the Reorganized Debtors or any other party-in-interest to seek to
reopen the cases for good cause shown.

The Court will retain jurisdiction to enforce or interpret its
own orders pertaining to the Chapter 11 Cases and over the
Reorganized Debtors for the purposes set forth in the Plan.  The
Court will also retain jurisdiction over any matter pending in
the Chapter 11 Cases.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (NYSE: SOA) --
http://www.solutia.com/-- and its subsidiaries, manufactures and
sells chemical-based materials, which are used in consumer and
industrial applications worldwide.

The Company and 15 debtor-affiliates filed for Chapter 11
protection on December 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.  On November 29, 2007, the Court confirmed a consensual
reorganization plan for Solutia.  Solutia emerged from Chapter 11
protection February 28, 2008.  Solutia was represented by Kirkland
& Ellis LLP, and Blackwell Sanders LLP in the Chapter 11 case.
Akin Gump Strauss Hauer & Feld LLP represented the unsecured
creditors.  Solutia's $2.05 billion exit financing facility was
funded by Citigroup Global Markets Inc., Goldman Sachs Credit
Partners L.P., and Deutsche Bank Securities Inc.  The exit
financing is being used to pay certain creditors, and for ongoing
operations.

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

                           *     *     *

In October 2009, Standard & Poor's Ratings Services said that it
raised its ratings on reorganized Solutia Inc., including the
corporate credit rating, to 'B+' from 'B'.  The outlook is
positive.

Moody's also affirmed the 'B1' corporate family rating for
Solutia.  Moody's said the rating reflects the Company's high
leverage and weak, but improving, credit metrics along with the
uncertainty surrounding its environmental remediation activities.


SOLUTIA INC: Sued for Failing to Reimburse Medicare
---------------------------------------------------
The United States Government filed a lawsuit on December 1, 2009,
in the federal court in Birmingham, Alabama, against Monsanto
Co., Pfizer Inc., and Solutia Inc. alleging that the companies
failed to reimburse Medicare for health services provided to
certain individuals who won a $300,000,000 verdict in a pollution
case against the companies.

The lawsuit also names insurers American International Group Inc.
and Travelers Cos., as well as the attorneys who represented the
Medicare recipients, as defendants.

"Monsanto, Solutia and Pharmacia are required to reimburse the
United States for conditional Medicare payments made on behalf of
settlement claimants," according to the lawsuit, Bloomberg News
said.

The insurers are also "obligated to repay the government health
program," the U.S. Government asserted.  The U.S. is seeking
double damages, Bloomberg News reported.

The St. Louis Business Journal noted that in 2003, Solutia,
Monsanto and Pfizer paid $700,000,000 to settle the pollution
case, including $300,000,000 to resolve claims by 17,000
Anniston, Alabama residents, some of whom were recipients of
Medicare benefits.

Medicare is the federal health program for the elderly and
disabled, Bloomberg News noted.

Solutia and Monsanto assert that the plaintiffs' attorneys
"should have reimbursed Medicare," according to the SL Business
Journal.

"Solutia was not involved with the distribution of funds to
individual plaintiffs. . . We did agree to a settlement and we
have fulfilled our obligations," the SL Business Journal quoted
Solutia spokeswoman, Melissa Hammonds, as saying.

Monsanto spokesman, Bob Peirce, said that after the initial
payment of a settlement trust under the court-approved
settlement, Monsanto had no control over the funds, according to
Bloomberg News.  The funds were later distributed by plaintiffs'
counsel to their clients, the SL Business Journal said.

"We believe that if Medicare is owed anything, it would be from
the plaintiffs' attorneys who were empowered to distribute the
settlement funds and their clients who received the money," Mr.
Peirce added.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (NYSE: SOA) --
http://www.solutia.com/-- and its subsidiaries, manufactures and
sells chemical-based materials, which are used in consumer and
industrial applications worldwide.

The Company and 15 debtor-affiliates filed for Chapter 11
protection on December 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.  On November 29, 2007, the Court confirmed a consensual
reorganization plan for Solutia.  Solutia emerged from Chapter 11
protection February 28, 2008.  Solutia was represented by Kirkland
& Ellis LLP, and Blackwell Sanders LLP in the Chapter 11 case.
Akin Gump Strauss Hauer & Feld LLP represented the unsecured
creditors.  Solutia's $2.05 billion exit financing facility was
funded by Citigroup Global Markets Inc., Goldman Sachs Credit
Partners L.P., and Deutsche Bank Securities Inc.  The exit
financing is being used to pay certain creditors, and for ongoing
operations.

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

                           *     *     *

In October 2009, Standard & Poor's Ratings Services said that it
raised its ratings on reorganized Solutia Inc., including the
corporate credit rating, to 'B+' from 'B'.  The outlook is
positive.

Moody's also affirmed the 'B1' corporate family rating for
Solutia.  Moody's said the rating reflects the Company's high
leverage and weak, but improving, credit metrics along with the
uncertainty surrounding its environmental remediation activities.


SOUTHEAST BANKING: Wants April 30 Deadline for Plan Effective Date
------------------------------------------------------------------
Jeffrey H. Beck, Chapter 11 Trustee for the estate of Southeast
Banking Corporation asks the U.S. Bankruptcy Court for the
Southern District of Florida to extend until April 30, 2009, the
deadline for the occurrence of the effective date of the Third
Amended Chapter 11 Plan of Reorganization.

This is the fourth request for an extension of the effective date
deadline.

The trustee relates that at least four potential qualified and
substantial institutional or corporate investors continue to have
dialogue with SCS, the estate's investment banker, about the
Estate, the Plan and a potential transaction.

The trustee adds that these four potential investors are
considering a transaction, but it is uncertain whether any of
these entities or others that may be contacted in the future would
ultimately consummate a transaction similar to the transaction to
be implemented under the Plan.

The trustee further adds that SCS's willingness to continue its
efforts without current compensation, would have minimal the cost
to the estate.

                   Summary of the Transaction

As reported in the Troubled Company Reporter on August 3, 2009,
the Plan proposes to rehabilitate SEBC and certain of its non-
debtor subsidiaries by recapitalizing SEBC through an investment
of $1.639 billion by Modena 2004-1 LLC, an indirect wholly owned
subsidiary of Merrill Lynch & Co., Inc., and reorganizing SEBC
into SEBC Financial Corporation, with a new holding company, SEBC
Holdings, LP.  SEBC Holdings will own 60% of the common stock of
Reorganized SEBC and a new subsidiary, SEBC Real Estate, LLC, that
will acquire and hold SEBC's real estate-owning subsidiaries.  The
equity investment would be utilized by Reorganized SEBC to
purchase equity securities from a newly formed special purpose
vehicle to be established on or after the Closing Date.

                     About Southeast Banking

Southeast Banking Corp. was the holding company of Southeast Bank,
N.A., and its sister institution, Southeast Bank of West Florida,
and the direct or indirect parent of a number of subsidiary
corporations and affiliates, active and inactive, which at various
times conducted substantial business throughout the State of
Florida and beyond.  The businesses of SEBC and its affiliates
consisted of banking, real estate investment and development,
insurance, mortgage banking, venture capital, and asset
investment.

At the time of their failure the Banks had total assets of
$10.5 billion and total deposits of $7.6 billion.  Most of the
assets were with SEBNA, which had 218 of the combined 224 branches
and all but $100 million of the assets.  Together, the two banks
had approximately 6,200 employees, operating exclusively in
Florida.

On September 20, 1991, Southeast Bank filed a voluntary petition
under Chapter 7 of the Bankruptcy Code (Bankr. S.D. Fla. Case
No. 91-14561).  Southeast Bank, N.A., was seized by federal
regulators while Southeast Bank of West Florida was seized by
state regulators on September 19, 1991.  On September 20, 1991,
SEBC's board of directors voted to authorize the filing of a
voluntary Chapter 7 petition, and then promptly resigned along
with all of SEBC's officers.

Jeffrey H. Beck was the fourth Trustee appointed in the Debtor's
liquidation proceeding.

This bankruptcy case was converted to Chapter 11 on September 17,
2007, almost sixteen years after its initial filing.


SPA CHAKRA: U.S. Trustee Appoints 3-Member Creditors Committee
--------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, appointed three
members to the official committee of unsecured creditors in
the Chapter 11 cases of Spa Chakra, Inc. and its debtor-
affiliates.

The Creditors Committee members are:

1. Avalon Hotel Owner LLC
   Attn: Stephen Moore, managing director
   P.O. Box 820035
   Portland, OR 97282-1035
   Tel: (503) 417-8766

2. Cornelia Fifth Avenue LLC
   Attn: Richard Aidelman, Esq.
   954 Lexington Avenue, Suite 137
   New York, NY 10021
   Tel: (212) 861-4235

3. June Jacobs Laboratories LLC
   Attn: Steven M. LaColla, chief financial officer
   460 Park Avenue
   New York, NY 10022
   Tel: (212) 581-5800

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.

Initially founded in 1998 in Australia, Spa Chakra has continued
to expand both domestically and overseas.  Uniquely positioned in
the marketplace, Spa Chakra has developed an award winning network
of 16 luxury spas worldwide.  Spa Chakra represents leading high-
end luxury cosmetic and spa brands and is recognized as one of the
top spa operators in the world.

The Company filed a balance sheet showing assets of $28.4 million
and debt totaling $22.9 million.  The largest liability is a
$11.1 million loan from Hercules.

Spa Chakra, Inc., said it is proceeding towards a sale of
substantially all of its assets to Hercules Technology Growth
Capital.  As part of the process to successfully complete the
sale, Spa Chakra has filed for protection under Chapter 11 of the
U.S. Bankruptcy Code with the U.S. Bankruptcy Court for New York
(Bankr. S.D.N.Y. Case No. 09-17260).


SPA CHAKRA: Hercules Tech. DIP Financing Hearing on January 14
---------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York, in a second interim order,
authorized Spa Chakra, Inc., and its debtor affiliates to:

   -- obtain postpetition financing in the form of a secured loan
      up to $200,000, on the interim basis, and $800,000, on the
      final basis, from Hercules Technology II, L.P.;

   -- use cash collateral; and

   -- grant security interests, superpriority claims, and adequate
      protection to the lender.

A final hearing will be held on January 14, 2010, at 10:00 a.m.
(New York City Time).  Objections, if any, are due at 4:00 p.m.
(New York City Time) on January 11, 2010.

Initially founded in 1998 in Australia, Spa Chakra has continued
to expand both domestically and overseas.  Uniquely positioned in
the marketplace, Spa Chakra has developed an award winning network
of 16 luxury spas worldwide.  Spa Chakra represents leading high-
end luxury cosmetic and spa brands and is recognized as one of the
top spa operators in the world.

The Company filed a balance sheet showing assets of $28.4 million
and debt totaling $22.9 million.  The largest liability is a
$11.1 million loan from Hercules.

Spa Chakra, Inc., said it is proceeding towards a sale of
substantially all of its assets to Hercules Technology Growth
Capital.  As part of the process to successfully complete the
sale, Spa Chakra has filed for protection under Chapter 11 of the
U.S. Bankruptcy Code with the U.S. Bankruptcy Court for New York
(Bankr. S.D.N.Y. Case No. 09-17260).


SPA CHAKRA: Wants Affiliates' Liquidation Case Converted to Ch. 11
------------------------------------------------------------------
Spa Chakra, Inc., and its debtor--affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to convert
Spa Chakra Fifth Avenue, LLC's Chapter 7 case to one under Chapter
11.

The Debtors relate that the conversion would enable Spa Chakra
Fifth Avenue to remain in possession of its assets and estate,
continue operating its business, and participate in the proposed
sale of assets that is contemplated by its parent company and
affiliates.

Initially founded in 1998 in Australia, Spa Chakra has continued
to expand both domestically and overseas.  Uniquely positioned in
the marketplace, Spa Chakra has developed an award winning network
of 16 luxury spas worldwide.  Spa Chakra represents leading high-
end luxury cosmetic and spa brands and is recognized as one of the
top spa operators in the world.

The Company filed a balance sheet showing assets of $28.4 million
and debt totaling $22.9 million.  The largest liability is a
$11.1 million loan from Hercules.

Spa Chakra, Inc., said it is proceeding towards a sale of
substantially all of its assets to Hercules Technology Growth
Capital.  As part of the process to successfully complete the
sale, Spa Chakra has filed for protection under Chapter 11 of the
U.S. Bankruptcy Code with the U.S. Bankruptcy Court for New York
(Bankr. S.D.N.Y. Case No. 09-17260).


SPA CHAKRA: Meeting of Creditors Scheduled for January 22
---------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in Spa Chakra, Inc., and its debtor-affiliates' Chapter 11 cases
on January 22, 2009, at 2:30 p.m.  The meeting will be held at the
Office of the U.S. Trustee, 80 Broad Street, Fourth Floor, New
York City.

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

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

Initially founded in 1998 in Australia, Spa Chakra has continued
to expand both domestically and overseas.  Uniquely positioned in
the marketplace, Spa Chakra has developed an award winning network
of 16 luxury spas worldwide.  Spa Chakra represents leading high-
end luxury cosmetic and spa brands and is recognized as one of the
top spa operators in the world.

The Company filed a balance sheet showing assets of $28.4 million
and debt totaling $22.9 million.  The largest liability is a
$11.1 million loan from Hercules.

Spa Chakra, Inc., said it is proceeding towards a sale of
substantially all of its assets to Hercules Technology Growth
Capital.  As part of the process to successfully complete the
sale, Spa Chakra has filed for protection under Chapter 11 of the
U.S. Bankruptcy Code with the U.S. Bankruptcy Court for New York
(Bankr. S.D.N.Y. Case No. 09-17260).


SPA CHAKRA: Wants Morrison Cohen to Represent in Bankruptcy Cases
-----------------------------------------------------------------
Spa Chakra, Inc., and its debtor affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
permission to employ Morrison Cohen LLP as counsel.

MC will, among other things:

   a) advise the Debtors with respect to their powers and duties
      as debtors-in-possession in the continued management of
      their businesses and properties;

   b) represent the Debtors in connection with the proposed sale
      of their assets under the Bankruptcy Code; and

   c) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest and advise and
      consult on the conduct of the cases, including all of the
      legal and administrative requirements of operating in
      Chapter 11.

Joseph T. Moldovan, a member of MC, tells the Court that MC
received a $250,000 retainer for the professional services to be
rendered and expenses.  After application of prepetition fees,
charges, and disbursements incurred, approximately $0 - $112,000
remains as a retainer which will be available to be applied to
post-petition services.  The precise amount of the retainer will
be determined upon the final recording of time and expenses.

Mr. Moldovan assures the Court that MC is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Moldovan can be reached at:

     Morrison Cohen LLP
     909 Third Avenue
     New York, NY 10022
     Tel: (212) 735-8600

Initially founded in 1998 in Australia, Spa Chakra has continued
to expand both domestically and overseas.  Uniquely positioned in
the marketplace, Spa Chakra has developed an award winning network
of 16 luxury spas worldwide.  Spa Chakra represents leading high-
end luxury cosmetic and spa brands and is recognized as one of the
top spa operators in the world.

The Company filed a balance sheet showing assets of $28.4 million
and debt totaling $22.9 million.  The largest liability is a
$11.1 million loan from Hercules.

Spa Chakra, Inc., said it is proceeding towards a sale of
substantially all of its assets to Hercules Technology Growth
Capital.  As part of the process to successfully complete the
sale, Spa Chakra has filed for protection under Chapter 11 of the
U.S. Bankruptcy Code with the U.S. Bankruptcy Court for New York
(Bankr. S.D.N.Y. Case No. 09-17260).


SPA CHAKRA: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Spa Chakra, Inc. 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                        $0
  B. Personal Property            $5,362,734
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $13,764,081
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,405,813
                                 -----------      -----------
        TOTAL                     $5,362,734      $16,169,894

                      About Spa Chakra

Initially founded in 1998 in Australia, Spa Chakra has continued
to expand both domestically and overseas.  Uniquely positioned in
the marketplace, Spa Chakra has developed an award winning network
of 16 luxury spas worldwide.  Spa Chakra represents leading high-
end luxury cosmetic and spa brands and is recognized as one of the
top spa operators in the world.

The Company filed a balance sheet showing assets of $28.4 million
and debt totaling $22.9 million.  The largest liability is a
$11.1 million loan from Hercules.

Spa Chakra, Inc., said it is proceeding towards a sale of
substantially all of its assets to Hercules Technology Growth
Capital.  As part of the process to successfully complete the
sale, Spa Chakra has filed for protection under Chapter 11 of the
U.S. Bankruptcy Code with the U.S. Bankruptcy Court for New York
(Bankr. S.D.N.Y. Case No. 09-17260).


SUNDOWN HILLS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Sundown Hills LLC
        4445 Britt Road
        Tucker, GA 30084

Bankruptcy Case No.: 10-60431

Chapter 11 Petition Date: January 5, 2010

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Stacey G. Jernigan

Debtor's Counsel: Dorna Jenkins Taylor, Esq.
                  Taylor & Associates, LLC, Suite 500
                  1401 Peachtree Street
                  Atlanta, GA 30309
                  Tel: (404) 870-3560
                  Fax: (404) 745-0136
                  Email: dorna.taylor@taylorattorneys.com

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

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

The petition was signed by Julius W. Erving, the company's member.


SUNRISE SENIOR: Maturity of SCA Loan Extended, Covenants Relaxed
----------------------------------------------------------------
Sunrise Connecticut Avenue Assisted Living L.L.C., a subsidiary of
Sunrise Senior Living, Inc., which owns and operates Sunrise's
Connecticut Avenue property, on December 22, 2009, entered into
amendments and settlement agreements with respect to (i) two Loan
Agreements, dated as of August 28, 2007, by and among SCA and
Chevy Chase Bank, a division of Capital One, N.A., as agent for
the lenders party thereto, and (ii) certain notes executed in
connection with the entry into the Loan Agreements.  The
Amendments are dated and effective as of December 2, 2009.

The Amendments and Settlement Agreements, among other matters, (i)
extended the maturity date of the Loan Documents to December 2,
2010, (ii) provided for a $5 million principal payment on the
$29.5 million of outstanding borrowings under one of the Loan
Agreements, (iii) suspended the application of certain operating
and financial covenants, (iv) amended certain operating and
financial covenants, and (v) provided for certain additional
reporting requirements.  Additionally, the Amendments and
Settlement Agreements decreased the interest rate applicable to
Loan A to one-month LIBOR plus 4.50% per annum and that applicable
to the second of the Loan Agreements to one-month LIBOR plus 5.00%
per annum.  Pursuant to the Amendments and Settlement Agreements,
SCA paid Chevy Chase, for the benefit of the lenders, a $75,000
one-time amendment fee.

SCA's obligations under the Loan Documents are secured by a
mortgage on the real property owned by SCA and located in
Washington, DC and are guaranteed by Sunrise.

                    About Sunrise Senior

McLean, Virginia-based Sunrise Senior Living --
http://www.sunriseseniorliving.com/-- employs 40,000 people.  As
of November 9, 2009, Sunrise operated 403 communities in the
United States, Canada, Germany and the United Kingdom, with a
combined unit capacity of approximately 41,500 units.  Sunrise
offers a full range of personalized senior living services,
including independent living, assisted living, care for
individuals with Alzheimer's and other forms of memory loss, as
well as nursing and rehabilitative services.  Sunrise's senior
living services are delivered by staff trained to encourage the
independence, preserve the dignity, enable freedom of choice and
protect the privacy of residents.

At Sept. 30, 2009, the Company had total assets of $1.096 billion
against total liabilities of $1.092 billion.  At Sept. 30, 2009,
Sunrise had a retained loss of $471.4 million and stockholders'
deficit of $87,000.  With non-controlling interest of
$4.1 million, Sunrise had total equity of $4.0 million at
September 30, 2009.  Moreover, Sunrise's September 30 balance
sheet showed strained liquidity: The company had $373.6 million in
total current assets against $860.5 million in total current
liabilities.


SUPERIOR NATIONAL: Court Affirms $450M Award in Reinsurance Spat
----------------------------------------------------------------
A federal appeals court has affirmed a $450 million arbitration
award in favor of Superior National Insurance Co. in a dispute
with U.S. Life Insurance Co. over reinsurance coverage for
workers' compensation insurance policies, according to Law360.

The Superior National Insurance Group, Inc., consists of five
companies.  Four of the companies -- California Compensation
Insurance Co., Combined Benefits Insurance Co., Superior National
Insurance Co., and Superior Pacific Casualty Co.   Son March 3,
2000, California Department of Insurance seized the assets and
operations of Superior's insurance subsidiaries.  The California
Department of Insurance appeared before the Los Angeles and
Sacramento superior courts on March 6, 2000, seeking conservation
orders for Superior National Insurance Group to allow the
commissioner to use department staff to conduct the business of
the conserved company as he sees appropriate.  The California
Courts entered conservation orders on March 7, 2000.  Superior
National Insurance Group, Inc., and non-insurer affiliates
Business Insurance Group, Inc., SN Insurance Services, Inc., and
SN Insurance Administrators, Inc., filed chapter 11 petitions on
April 26, 2000.  Prior to its bankruptcy and the conservation of
its insurance company units, Superior National Insurance Group had
been the ninth largest workers' compensation insurance group in
the nation and the largest private sector underwriter of workers'
compensation insurance in California.


SYMBIO SOLUTIONS: Files for Bankruptcy, Owes $24MM to Sun Capital
-----------------------------------------------------------------
Symbio Solutions Inc. filed for Chapter 11 bankruptcy protection
in Dallas on Jan. 4 (Bankr. N.D. Tex. Case No. 10-20131).  Symbio
Solutions is a workforce-scheduling management company
specializing in health care.

According to Carla Main at Bloomberg, Symbio filed with the court
a list of its largest creditors, which included a secured claim of
$24.8 million owed to Sun Capital Inc. Unsecured creditors include
a claim of $1.2 million owed to AMN Healthcare, as well as claims
exceeding $300,000 owed to providers of health-care staffers
including Supplemental Healthcare, TruStaff, Nightingale Nurses,
MSN Medical Staffing Network and Maxim Healthcare Services,
according to a court filing.

The Petition says that assets are between $1 million and $10
million and debts estimated to be between $10 million and
$50 million.

A meeting of creditors is scheduled for Feb. 2 at the courthouse
in Dallas. The deadline for filing proofs of claim is May 3,
according to court records.


SYMBIO SOLUTIONS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Symbio Solutions, Inc.
        The Republic Center
        325 North St. Paul, Suite 4000
        Dallas, TX 75201

Bankruptcy Case No.: 10-30134

Chapter 11 Petition Date: January 4, 2010

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

Judge: Barbara J. Houser

Debtor's Counsel: Joseph F. Postnikoff, Esq.
                  Goodrich Postnikoff & Albertson, LLP
                  777 Main St., Suite 1360
                  Ft. Worth, TX 76102
                  Tel: (817) 347-5261
                  Fax: (817)335-9411
                  Email: jpostnikoff@gpalaw.com

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

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

The petition was signed by Ronald J. Caddell, CFO, Treasuer &
Asst. Secretary of the company.


TAVERN ON THE GREEN: Expects to Generate $8 Million at Auction
--------------------------------------------------------------
Elissa Elan at Nation's Restaurant News says Tavern on the
Green will sell off its decor including its Waterford crystal
chandeliers and Tiffany lamps in an auction later this month.  The
auction is expected to generate about $8 million, which will be
paid to the company's debt.

Tavern on the Green LP is the operator of the 75-year-old
restaurant in New York's Central Park. Tavern on the Green, the
second-highest grossing restaurant in the U.S. last year, was
founded in 1934 by New York Parks Commissioner Robert Moses and
the license was bought by restaurateur Warner LeRoy in 1974.

The Company filed for Chapter 11 on September 9, 2009 (Bankr.
S.D.N.Y. Case No. 09-15450).  It listed assets and debts of as
much as $50 million each.


TAVERN ON THE GREEN: Patent Office Rejects Backup Patent
--------------------------------------------------------
An article by Glenn Collins posted at The New York Times' Diner's
Journal section says the United States Patent and Trademark Office
has rebuffed New York City in its attempt to register the name
"Tavern in the Park" as a backup designation for Tavern on the
Green.

According to the article, an examining attorney for the Patent and
Trademark Office held in a four-page finding issued December, that
the name "Tavern in the Park" "merely describes a feature or
characteristic of the applicant's services, in that they take
place in a tavern-style restaurant in a park," adding that the
name "Tavern in the Park" only "describes a restaurant located in
Central Park," without identifying the full scope of the
restaurant and bar services being provided.

According to the article, Norman N. Kinel, counsel to the Official
Committee of Unsecured Creditors in Tavern's case, said the Patent
and Trademark Office's decision halted the city's "efforts to do
an end run around the fact that the name they want to use is a
registered trademark belonging to Tavern on the Green until, and
unless, a court decides otherwise."  Mr. Kinel said that with
Tavern in the Park, the city -- the restaurant's landlord --
"intentionally chose a name that was as close to the actual name
as possible in what is an effort to confuse the public."

The article relates that Gerald E. Singleton, senior intellectual
property lawyer for the New York City Law Department, countered
that the finding "was not a blow to the city at all."  Mr.
Singleton said, "They could have said that Warner LeRoy's
trademark registration of Tavern on the Green was a bar to using
the name Tavern on the Park.  But they didn't say that the city
can't use the Tavern in the Park name."

Mr. Singleton, the article relates, said that the alternative name
was not an end-run, because in proposing the Tavern in the Park
name the city was trying to remove the leverage the LeRoy family
"was trying to assert to force the city to be a bidder for the
Tavern on the Green name.  And under no circumstances will the
city be a bidder on a name which it believes it owns."

In 1976, the late Warner LeRoy was granted a license by the city
to operate Tavern on the Green, and he subsequently trademarked
the name in 1981.  In 2009, the city attempted to trademark Tavern
in the Park as a stand-in name, since a federal judge is expected
to rule soon on whether the city or the LeRoy family owns the
right to use the Tavern on the Green name.

The city has argued it had the right to the trademark since the
name was given to the restaurant in 1934.  According to the
article, the LeRoy family has riposted with the paperwork for its
original trademark filing, in addition to proof that the family
has defended the trademark through the years, expending legal fees
to challenge other restaurants that tried to use the name.

According to the article, Mr. Singleton said the city proposed the
Tavern in the Park name "as a stopgap measure -- to have a name in
place in the event there was no decision on the Tavern on the
Green trademark issue by the time the restaurant reopens."  The
city has given the 20-year operating license for Tavern, starting
this year, to Dean J. Poll, operator of the Boathouse restaurant
in Central Park.

According to the article, a representative of the LeRoys said that
the Patent and Trademark Office decision could potentially affect
the court dispute over the ownership of the Tavern on the Green
trademark.  "I think the federal report is very, very telling,"
said Michael Desiderio, chief operating officer of the bankrupt
Tavern on the Green corporation.

He added: "The fact that the government says that Tavern in the
Park is just a generic name strengthens the LeRoys' argument in
court on the trademark-ownership issue.  It says that the LeRoys'
operations at Tavern on the Green provided specific goods and
services that were unique and important -- that went beyond the
description in the name."

The New York Times article notes that trademarks can be lucrative
bankruptcy assets.  In 2009, the trademark and brand of the
bankrupt Circuit City electronics chain sold for $17.5 million,
and the trademark and logo of the bankrupt KB Toys chain fetched
$2.1 million at auction.  But the value of the Tavern on the Green
name outside Central Park has not been established, the article
says.

"And just possibly, the Patent and Trademark Office averted other
law suits.  There is, after all, a Tavern in the Park in Houston
and one in Winnipeg, Canada. Not to mention another: the Tavern at
the Park in Chicago.  Oh, and yes: in Massachusetts, in both
Cambridge and Salem, there is a Tavern in the Square," the article
says.

                    About Tavern on the Green

Tavern on the Green LP is the operator of the 75-year-old
restaurant in New York's Central Park.  Tavern on the Green, the
second-highest grossing restaurant in the U.S. last year, was
founded in 1934 by New York Parks Commissioner Robert Moses and
the license was bought by restaurateur Warner LeRoy in 1974.

The Company filed for Chapter 11 on September 9, 2009 (Bankr.
S.D.N.Y. Case No. 09-15450).  It listed assets and debts of as
much as $50 million each.


TOUSA INC: Judge OKs Starwood-Led Auction for Florida Assets
------------------------------------------------------------
Debtors TOUSA Homes, Inc., and TOUSA Homes Florida, L.P., seek to
enter into an agreement with Starwood Land Ventures, L.L.C., for
the sale of substantially all of the Debtors' assets in the
Florida region, subject to higher and better bids.

Bankruptcy Judge John Olson approved the bidding procedures
governing the proposed sale of all of the assets of Debtors TOUSA
Homes Inc. and TOUSA Homes, L.P  in the Florida region.

Any Qualified Bidder must submit a bid for the Property by
January 15, 2010.  An auction, if necessary, will be held on
January 22, 2010.

Judge Olson also approved the Debtor Sellers' payment of a break-
up fee to Starwood Land Ventures, L.L.C. pursuant to an Agreement
of Purchase and Sale in the event an alternative sale agreement
is ultimately consummated by the Debtors.  The Break-Up Fee
obligation of the Debtor Sellers will be payable solely from the
proceeds from a Competing Transaction; provided, however, that if
the closing a of Competing Transaction does not yield cash
proceeds sufficient to pay the Break-Up Fee to Starwood, Starwood
reserves its right to seek payment of the Break-Up Fee as an
administrative expense of the Debtor Sellers' estates under
Sections 503(b) and 507(a) of the Bankruptcy Code, and the
objection of the United States Trustee for Region 21 to any
request is expressly reserved, Judge Olson clarified.

A hearing to consider the sale will be held on January 29, 2010.
Objections, if any, to the Sale, including objection to proposed
cure amounts, are due January 24.

Judge Olson also approved the proposed notice and procedures with
respect to the Debtor Sellers' assumption and assignment to
Starwood of related contracts under the Sale Agreement.  By
December 23, 2009, the Debtor Sellers will have served a Contract
Notice to counterparties to the Contracts, the Official Committee
of Unsecured Creditors and the U.S. Trustee.  The Contract Notice
will contain, among others, (i) the name of the counterparty to
the Contract, (ii) any applicable cure amounts, (iii) the
identity of the proposed assignee, and (iv) the deadline by which
any Contract counterparty must object.  Any counterparty to a
Contract who does not file an objection to the assumption and
assignment of the Contract will be deemed to have consented to
that assumption and assignment and that Cure Amount.

                        Objections Overruled

All objections to the Bidding Procedures Order that have not been
withdrawn, waived, resolved or settled, and all reservations of
rights are overruled in all respects on the merits, Judge Olson
held.  Judge Olson further noted that the U.S. Trustee's
Objection was resolved during the hearing of the Sale Motion.

Prior to entry of the Bidding Procedures Order, the U.S. Trustee
and Reflection Lakes at Naples Master Association, Inc., and
Reflection Isles Homeowners Association, Inc., objected to the
Sale Motion.

Donald F. Walton, the U.S. Trustee for Region 21, said that he
does not object to the provision of a reasonable fee to
compensate the initial bidder for its costs.  He, however, argued
that based on the size of the Break-Up Fee, Expense Reimbursement
and Overbid protection, the fees in this context will only deter
other truly interested parties from bidding on the Debtors'
assets.  The U.S. Trustee also pointed out that requiring an
initial competing bid to be 5.2% higher than the proposed offer
is a great hurdle for any interested buyer to overcome to obtain
the assets and may have a chilling effect upon other potential
bidders.  The U.S. Trustee further noted that the Bidding
Procedures do not address back up bidders and whether the
stalking horse can remain a back up bidder and at what terms.
Similarly, the Debtors need to clarify what happens to the
alleged administrative claim for the break up fee if the
successful bidder fails to close and the stalking horse is the
back up bidder and ultimately closes, the U.S. Trustee said.

Accordingly, the U.S. Trustee sought clarification regarding the
assumed liabilities to properly determine if the Sale is in the
best interests of the Debtors' estates.  The U.S. Trustee further
asked the Court to order that any deposit that accompanies a
Qualified Bid should be reduced by $2 million.  If contracts are
to be assumed and assigned and the counterparty is a government
or regulatory agency, the U.S. Trustee urged the Court to rule
that the Buyer must satisfy the applicable agency requirements
and that the deadline to object to the assumption proposed in the
Sale Motion should not usurp any agency protocols.  To the extent
the proposed sale includes the type of information covered under
Section 332 of the Bankruptcy Code, the Debtors should be
required to comply with the requirements of Section 332 and Local
Rule 6004-1(B)(6), the U.S. Trustee added.

On the other hand, Reflection Isles HOA and Reflection Lakes
complained that the Sale Motion and accompanying exhibits
provided inconsistent information regarding the treatment of
their claims and liens.  The Reflection Entities asserted that
they hold liens against certain real properties of the Debtors.
Jeffrey P. Bast, Esq., at Bast Amron LLP, in Miami, Florida,
contended that while the Sale Agreement provides that the Debtor
will pay Reflection Isles HOA assessments, the Sale Motion only
refers to a sale free and clear of all lien rights.  The Sale
Motion also did not indicate how or when the Debtors or the
purchasers intend to satisfy the Liens or make clear that the
lien obligations are continuing and run with the land, he said.
Thus, the Reflection Entities sought clarification with respect
to treatment of their claims and liens.

Representing the Debtors, Paul Steven Singerman, Esq., at Berger
Singerman, P.A., in Miami, Florida, informed the Court that the
Debtors received five objections to the Sale Motion, four of
which relate to the proposed sale, which will be considered at a
later date.  The Debtors nevertheless asserted that they have
resolved each of the four objections through the incorporation of
additional language in the Agreement or through direct responses
to the objectors' request.

As to the U.S. Trustee's objection, the Debtors maintained that
the Bid Protections are warranted under the current
circumstances.  Mr. Singerman explained that the Bid Protections
were highly negotiated and designed as a material inducement for,
and condition of, Starwood's entry into the Agreement.  He
stressed that Starwood has expended significant efforts in
producing the highest and best bid that the Debtors have received
for their Florida Region assets -- dedicating up to 20 Starwood
personnel to diligence and prepare its offer.

Moreover, Mr. Singerman pointed out that the Bidding Procedures
addressed back-up bidders and the issue on whether Starwood would
remain as a back-up bidder.  Similarly, he noted that a deposit
that equals 10% of a Qualified Bid was a specifically bargained
for term in the Bidding Procedures.  The Debtors maintained that
they will address the U.S. Trustee's concern with respect to
contracts with regulatory agency and ensure that any applicable
governmental deadlines are not usurped by the Bidding Procedures.
The Debtors added that they do not believe that the type of
information under Section 332 will be provided to Starwood, but
will nonetheless address this concern.

In a supporting declaration, Tommy McAden, executive vice
president and chief financial officer of TOUSA, Inc., confirmed
that the Bid Protections were heavily negotiated and designed to
compensate Starwood for the time, effort and risk of being the
stalking horse bidder.  He also disclosed that the Debtors' major
creditor constituencies support the Agreement, including the Bid
Protections.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Panel Wants to Pursue Claims Against Falcone, et al.
---------------------------------------------------------------
The Official Committee of Unsecured Creditors seeks authority from
the United States Bankruptcy Court for the Southern District of
Florida to pursue claims on behalf of TOUSA Inc. and its debtor
affiliates' estates against:

  (a) Falcone/TEP Holdings, LLC, TEP Holdings, Inc. formerly
      known as Transeastern Properties, Inc., Arthur J. and
      Edward W. Falcone and 69 other entities who were parties
      to a "TOUSA/Falcone Settlement;" and

  (b) Kendall Land Development, LLC and its founder Jose
      Boschetti and Martin Caparros, Jr; Boschetti Capital
      Partners, LLC; Prestige Builders Capital Investments, LLC;
      Sylvia Boschetti; Patricia Caparros, who were parties to a
      "TOUSA/Kendall Settlement."

A list of the parties to the TOUSA/Falcone Settlement is
available for free at:

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

The Committee specifically intends to file a complaint against
the Falcone Entities and Kendall Entities to avoid and recover
more than $60 million, which certain of the Falcone Entities and
Kendall Entities receive in the midst of crashing credit and
housing market crisis in July 2007, as part of a global
settlement of litigation that arose out of a disastrous business
venture between certain of the Debtors and the Falcone Entities
and Kendall Entities.

The Committee also seeks to avoid, on behalf of the Debtors'
estates, certain releases and pledges of indemnification, and
other rights and obligations to benefit the Falcone Entities and
the Kendall Entities as part of the same global settlement.

A draft of the Committee's proposed complaint against the Falcone
Entities and Kendall Entities is available for free at:

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

Daniel H. Golden, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, relates that in March 2005, Debtor TOUSA Homes LP and
Falcone/Ritchie, an entity controlled by the Falcones-formed
TE/TOUSA and several subsidiaries, including EH/Transeastern LLC,
to acquire substantially all of the homebuilding assets of
Transeastern Properties, Inc.  The TE/TOUSA entity became known
as the "Transeastern Joint Venture."

To fund the Transeastern Acquisition, the Transeastern JV
Subsidiaries entered into three credit agreements totaling $675
million, which were supported by guaranties executed by TOUSA,
Inc. and TOUSA Homes.   Moreover, to effectuate the Transeastern
Acquisition, TOUSA provided a $20 million subordinated bridge
loan and TOUSA and the Falcone Entities contributed $165 million
of equity.

However, the Transeastern JV quickly floundered and by November
2006, certain lenders sued TOUSA and TOUSA Homes on account of
the Transeastern Debt, Mr. Golden states.  Also in November 2006,
certain of the Falcone Entities provided notice that the
Transeastern JV was in default of certain option agreements with
the Falcone Entities due to the failure of the Transeastern JV to
remit tens of millions of dollars in payments contractually owed
to the Falcone Entities.

In light of the various lawsuits and defaults, the Debtors
consummated a multi-tiered "global settlement" among numerous
parties, including TOUSA Inc, TOUSA Homes LP, the Falcone
Entities and the Transeastern Lenders.

As part of the Transeastern Settlement, TOUSA Inc, TOUSA Homes,
TOUSA LLC, TOI LLC, the Transeastern JV, and the Falcone Entities
entered into a Settlement and Release Agreement on May 30, 2007,
whereby certain of the Falcone Entities received over $50 million
in exchange for a portion of their assets, and additional
payments to cover certain costs related to the Transeastern JV.
Pursuant to the Release and Obligation Transfers, the Falcone
Entities were also released and indemnified from any further
obligations or liabilities arising out of the Transeastern JV,
including their guaranty obligations to the Transeastern Lenders;
and were promised that the TOUSA Entities would continue paying
certain costs in connection with winding down projects post-
settlement.

In addition, pursuant to the Transeastern Settlement, the TOUSA
Entities entered into a settlement and release agreement on
June 29, 2007, with the Kendall Entities.  The TOUSA/Kendall
Settlement (i) terminated option and construction agreements
between the Transeastern JV and the Kendall Entities, (ii)
settled claims that arose out of the Transeastern JV's real
estate project known as "Kendall Commons," and (iii) provided
that the Kendall Entities be paid millions of dollars and receive
"non-cash" transfers in the form of releases and other
obligations by the TOUSA Entities.

The funding for the Cash Transfers to the Falcone Defendants was
made possible, however, only because TOUSA Inc. and TOUSA Homes
forced certain of their direct and indirect subsidiaries to
become co-borrowers and guarantors under secured credit
facilities with the New Lenders, Mr. Golden points out.
"However, the Conveying TOUSA Subsidiaries did not benefit from
the acquisition of the Transeastern JV assets from certain of the
Falcone Entities, nor did they benefit from any other
consideration that was transferred in connection with the JV
Settlements," he contends.  "Thus, the Debtors did not receive
reasonably equivalent value for the transfers to the Defendants
in connection with the JV Settlements."

"At the time of the Fraudulent Transfers, the Debtors, both
individually and on a consolidated basis, were (i) either
insolvent or rendered insolvent, (ii) left with unreasonably
small capital, or (iii) unable to pay their debts as they were to
come due," Mr. Golden further argues.

Against this backdrop, Mr. Golden discloses that the Committee
sent a letter to the Debtors in April 2008, expressing its belief
that the Debtors' estates hold viable claims against the Falcone
Entities to, among others, avoid and recover for the benefit of
the Debtors' estates.  The Committee also formally requested that
the Debtors consent to the Committee commencing and prosecuting
the claims against the Falcone Entities on behalf of these
Chapter 11 cases.  While the Debtors responded in a letter dated
April 9, 2008, that they would consider the Committee's demand,
the Debtors have not formally consented to the Committee's
standing to pursue the Claims on behalf of the Debtors' estates,
Mr. Golden tells the Court.

Mr. Golden further insists that the Claims are colorable.
Pursuant to final judgment entered in the fraudulent conveyance
adversary proceeding against Citicorp North America, Inc. and the
Senior Transeastern Lenders, the Court has already determined
that the global settlement was disastrous to the Debtors, both in
terms of its effect on the financial condition of the Debtors and
the consideration provided in exchange, he maintains.

More importantly, the Committee is the appropriate party to
prosecute the Claims because its very purpose is to defend the
interest of the estates and to ensure that the assets of the
estates are maximized, Mr. Golden asserts.

The Committee believes the potential recovery from the Claims
represents a substantial pool of assets that may be used to
satisfy the Debtors' estates liabilities to unsecured creditors.
Moreover, the Committee expects that the cost and expense of
litigating the Fraudulent Transfer Claims against the Falcone
Entities and the Kendall Entities will be significantly mitigated
by the work-product already completed in the previous fraudulent
conveyance trial.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Proposes Sale of Colorado Assets to NexGen Lot
---------------------------------------------------------
Tousa Inc. and its units ask the Court to authorize their entry
into a Real Estate Purchase and Sale Agreement with NexGen Lot
Holdings, L.L.C., contemplating a sale of certain of TOUSA Homes'
assets in its Colorado Region for $739,800, subject to higher
bids.

Typically, a sale of the Debtors' property for less than
$1 million would be accomplished via notice to certain parties-in-
interest pursuant to a Non-Core Asset Sales Order dated March 3,
2008.  In their current request, however, the Debtors' "Borrowing
Base" value of $1,605,449 attributed to the Property exceeds to
the proposed cash purchase price.  Thus, the Debtors filed a
formal motion with the Court for permission to enter into the
NexGen Lot Agreement.

The Debtors historically conducted homebuilding operations in
various metropolitan markets located throughout Colorado.  Within
the Colorado Region, TOUSA Homes developed, among other
properties, Castlewood Ranch community located in Castle Rock,
Colorado, Riverdale Park subdivision located in Thornton,
Colorado, the Jasper Street condominiums located in Commerce
City, Colorado, and Fox Meadow community located in Longmont,
Colorado.

Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, relates that TOUSA Homes owns 244 lots in the
Communities.  Consistent with their revised business plan and to
sell their remaining interests in the Communities and in the
overall Colorado Region, the Debtors began marketing the Colorado
unsold lots as independent communities in April 2009.  To that
end, four offers were received by TOUSA Homes.  Upon analysis,
TOUSA Homes determined that NexGen presented the highest and best
offer for two reasons:

(1) NexGen's offer contemplated a purchase price of $739,800,
     which was significantly higher than each of the other
     offers received; and

(2) NexGen's offer would facilitate a sale of all of TOUSA
     Homes' remaining real estate interests in the Communities
     and thus, would ensure immediate and definite finality
     with respect to TOUSA Homes' interests in the Communities,
     as opposed to piecemeal or protracted sales of individual
     lots in each of the Communities over an extend period of
     time.

Accordingly, TOUSA Homes and NexGen entered into the Agreement,
the salient terms of which are:

  * NexGen will pay $739,800 for the 244 Colorado Unsold Lots,
    together with all improvements and fixtures and all related
    rights and appurtenances related to the Property.  In
    additional, with respect to Jasper Street, NexGen will
    acquire TOUSA Homes' rights with respect to 18 completed
    garage spaces.  With respect to Riverdale Park, NexGen may
    confirm during the due diligence process that the right to
    use 24 garage units is allocated by the Covenants,
    Conditions and Restrictions for Riverdale Park to use by the
    owners of the lots within that community.  A list of Lots
    subject to the proposed Sale is available for free at:

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

  * TOUSA Homes will assume and assign to NexGen any contracts
    and agreements resulting in rights and obligations with
    respect to the development of the Property and the
    construction and sale of homes, including an agreement
    regarding the payments of marketing fees for a third party
    with respect to Castlewood Ranch.  In addition, TOUSA Homes
    will assume and assign, to the extent possible, all of its
    rights in and to the construction plans.  TOUSA Homes will
    also assume and assign all rights and responsibilities as
    declarant of all owners' associations for which TOUSA Homes
    is the declarant and which affect the Property.

    The Debtors believe that there are no cure amounts
    associated with the assumption of the Assigned Contracts.
    Moreover, the Debtors will provide notice of the Sale
    Motion to each of the counterparties to the Assigned
    Contracts.

  * The Agreement is expressly subject to the Court's entry of
    an order approving the Agreement.  The Closing is scheduled
    to take place on the 15th day after the expiration of an
    Inspection Period, which is a 45-day period beginning on
    November 16, 2009.

The ale of the Property pursuant to the Agreement will allow TOUSA
Homes to sell its remaining unsold lots in the Communities for the
highest and best possible price, Mr. Singerman maintains.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TRANSAX INTERNATIONAL: Gets Delisting Notice from FINRA
-------------------------------------------------------
Transax International Limited received notice from the Financial
Industry Regulatory Authority that its common stock may be removed
from trading on the Over the Counter Bulletin Board as early as
opening of trade on Dec. 3, 2009, pursuant to FINRA Rule 6350(e).

The company was delinquent in its third quarter 2009 financials
which was due Nov. 23, 2009.  Though it filed the requirement with
SEC the next day, it remains subject to FINRA Rule 6530.

Accordingly, the Company's securities will be removed from the
OTCBB as of Dec. 3, 2009.  The Company's stock will continue to be
traded on the Over the Counter Pink Sheet Market and the Company's
ticker symbol will have the appended "E" removed.

The Company intends to remain fully reporting in accordance with
the requirements of the United States Securities & Exchange
Commission.

                           Going Concern

Since inception, the Company has incurred cumulative net losses of
$16,350,071, and has a stockholders' deficit of $6,298,104 and a
working capital deficit of $6,837,573 at September 30, 2009.
Since inception, the Company has funded operations through short-
term borrowings and the proceeds from equity sales to meet its
strategic objectives.  The Company's future operations are
dependent upon external funding and its ability to increase
revenues and reduce expenses.

Management believes that sufficient funding will be available from
additional related party borrowings and private placements to meet
its business objectives, including anticipated cash needs for
working capital, for a reasonable period of time.  However, there
can be no assurance that the Company will be able to obtain
sufficient funds to continue the development of its software
products and distribution networks. Further, since fiscal 2000,
the Company has been deficient in the payment of Brazilian payroll
taxes and Social Security taxes.  At September 30, 2009 and
December 31, 2008, the deficiencies (including interest and
penalties) amounted to $2,588,000 and $1,180,000, respectively.
This payroll liability is included as part of the accounts payable
and accrued expenses (short-term and long-term) within the
consolidated balance sheets.

On March 26, 2008, the Company executed a stock purchase and
option agreement with Engetech, Inc., a Turks & Caicos corporation
controlled and owned 20% by Americo de Castro, director and
President of Medlink Conectividade, and 80% by Flavio Gonzalez
Duarte or assignees.  In accordance with the terms and provisions
of the Agreement, the Company sold to the Buyer 45% of the total
issued and outstanding stock of its wholly owned subsidiary,
Transax Limited, which owns 100% of the total issued and
outstanding shares of (i) Medlink Conectividade, and (ii) Medlink
Technologies, Inc., a Mauritius corporation.  The Buyer had an
option to acquire the remaining 55%.

However, the Buyer has defaulted on payments and the Company is
renegotiating with the Buyer and its assignee to restructure the
contract.

At September 30, 2009, the Company cannot determine the outcome of
these negotiations.  If the negotiations are successful, the
Company may sell the remaining 55% of its operating subsidiary, at
which point the Company will have no continuing operations.  As a
result, there exists substantial doubt about the Company's ability
to continue as a going concern.

                   About Transax International

Transax International Limited, primarily through its 55% owned
subsidiary, Medlink Conectividade em Saude Ltda, is an
international provider of information network solutions
specifically designed for healthcare providers and health
insurance companies.  The Company's MedLink Solution enables the
real time automation of routine patient eligibility, verification,
authorizations, claims processing and payment functions.  The
Company has offices located in Plantation, Florida and Rio de
Janeiro, Brazil.  The Company currently trades on the OTC Bulletin
Board under the symbol "TNSX" and the Frankfurt and Berlin Stock
Exchanges under the symbol "TX6".

At September 30, 2009, the Company had $1,675,224 in total assets
against $7,973,328 in total liabilities, resulting in $6,298,104
stockholders' deficit.


TRONOX INC: Panel Adds 59 Defendants to Legacy Liability Suit
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Tronox Inc.'s
cases, on behalf of the estates of the Debtors, amended its
complaint to add 59 defendants to the adversary proceeding filed
by Debtors Tronox LLC, and Tronox Worldwide LLC against Anadarko
Petroleum Corporation and New Kerr-McGee Corporation.

The 59 new defendants are:

   (1) ABN AMRO Bank, N.V.
   (2) AIB Debt Management Ltd.
   (3) Allied Irish Banks
   (4) Baker Street CLO II Ltd.
   (5) Baker Street Funding CLO 2005-1 Ltd.
   (6) The Bank of Nova Scotia
   (7) Black Diamond CLO 2005-1 Ltd.
   (8) Black Diamond CLO 2005-2 Ltd.
   (9) Celerity CLO Limited
  (10) Citibank, N.A
  (11) Citicorp USA, Inc.
  (12) Commerzbank AG
  (13) Credit Suisse, Cayman Islands Branch
  (14) Darien Loan Funding Company
  (15) DK Acquisition Partners, L.P.
  (16) Farallon Capital Institutional Partners, L.P.
  (17) Farallon Capital Institutional Partners II, L.P.
  (18) Farallon Capital Institutional Partners III, L.P.


  (19) Farallon Capital Offshore Investors, Inc.
  (20) Farallon Capital Offshore Investors II, L.P.
  (21) Farallon Capital Partners, L.P.
  (22) First 2004-II CLO, Ltd.
  (23) First 2004-1 CLO, Ltd.
  (24) Fortis Capital Corp.
  (25) GMAM Group Pension Trust I
  (26) Grand Central Asset Trust, Wave Series
  (27) Highbridge International LLC
  (28) J.P. Morgan Securities, Inc.
  (29) JP Morgan Chase Bank N.A.
  (30) Kelts LLC
  (31) Knighthead Master Fund, L.P.
  (32) Lehman Brothers Inc.
  (33) Lehman Commercial Paper, Inc.
  (34) Oak Hill Credit Partners II, Limited
  (35) Oak Hill Credit Partners III, Ltd.
  (36) Oak Hill Credit Partners IV, Ltd.
  (37) Oak Hill Credit Partners V, Ltd.
  (38) OHA Park Avenue CLO I, Ltd.
  (39) Park Avenue Loan Trust
  (40) Redwood SPC
  (41) The Royal Bank of Scotland, plc
  (42) Scotiabanc Inc.
  (43) SMBC MVI SPC
  (44) Societe Generale, S.A.
  (45) Stone Tower CLO V Ltd.
  (46) Stone Tower Credit Funding I Ltd.
  (47) SunTrust Banks, Inc.
  (48) UBS AG, Stamford Branch
  (49) United Overseas Bank
  (50) Wave CBNA Loan Funding, LLC
  (51) Calyon Credit Agricole CIB aka Calyon
  (52) Calyon Credit Agricole CIB aka Calyon New York Branch
  (53) Calyon Securities (USA) Inc.
  (54) Eagle Loan Trust
  (55) Loan Funding I LLC
  (56) Mac Capital, Ltd.
  (57) Stanfield Azure CLO, Ltd.
  (58) Stanfield Bristol CLO, Ltd.
  (59) XL RE Ltd.

The Debtors' parent, Old Kerr-McGee, created massive actual and
contingent environmental, tort, retiree, and other liabilities
during its more than 70-year history.  The Creditors' Committee
alleges that those liabilities were then dumped on the Debtors so
that New Kerr-McGee's senior executives could obtain windfall
profits during a wave of lucrative consolidation in the oil and
gas industry.  In the process, however, New Kerr-McGee left the
Debtors grossly undercapitalized and without sufficient assets to
pay their existing debts and loaded them down with additional
debt, including the secured debt that is the subject of the
adversary proceeding, thereby setting the Debtors on a path to an
inevitable bankruptcy, the Creditors' Committee asserts.

In connection with the Old Kerr-McGee's spin-off of the Debtors,
on November 28, 2005, the Debtors entered into a secured debt
facility as memorialized in a credit agreement with Lehman
Brothers Inc. and Credit Suisse as Arrangers and Bookrunners, ABN
Amro Bank N.V. as Syndication Agent, JPMorgan Chase Bank, N.A.
and Citicorp USA, Inc. as Co-Documentation Agents and Lehman
Commercial Paper, Inc. as Administrative Agent

Pursuant to the Secured Debt Facility, Tronox Worldwide nominally
borrowed $200 million from the Lenders, and, as part of the Spin-
Off, those funds were transferred to New Kerr-McGee.  The
transfer of the Loan Proceeds was disclosed to each of the
Prepetition Lenders that funded the Secured Debt Facility.  The
transfer was also disclosed in public filings by Tronox Inc. with
the U.S. Securities Exchange Commission and elsewhere.

The Committee's counsel, David J. Mark, Esq., at Kasowitz,
Benson, Torres & Friedman LLP, in New York, argues that, through
its two-step fraudulent scheme, New Kerr-McGee caused the Tronox
Entities to incur the Obligations and grant the Security
Interests to the Prepetition Lenders pursuant to the Secured Debt
Facility by which the Tronox Entities incurred $200 million in
secured debt that was up-streamed by the Debtors to New Kerr
McGee.  At the time the Obligations were incurred and the
Security Interests were granted New Kerr-McGee was the parent of
the Tronox Entities, Mr. Mark notes.

According to the Creditors' Committee, the Tronox Entities
incurred the Obligations and granted the Security Interests with
the actual intent to hinder, delay, or defraud the creditors or
future creditors of the Tronox Entities.

The Creditors' Committee asserts that the Prepetition Lenders are
transferees of transfers avoidable under Section 544 or 548 of
the Bankruptcy Code.

On information and belief, the Tronox Entities made $129,500,000
transfers from December 31, 2005 through December 8, 2008, to
Lehman Commercial Paper, Inc., or to Credit Suisse, in their
capacity as administrative agents for the benefit of the
Prepetition Lenders on account of the Obligations.  In addition,
the Tronox Entities made additional Transfers to the Prepetition
Lenders on account of various fees and expenses.

Mr. Mark says the Tronox Entities did not receive reasonably
equivalent value from the Prepetition Lenders in exchange for the
Transfers, Obligations and Security Interests.  He avers that the
Tronox Entities made the Transfers, incurred the Obligations, and
granted the Security Interests when they were engaged or about to
engage in a business or transaction for which their remaining
assets were unreasonably small in relation to the business or
transaction.  The Tronox Entities were also insolvent at the time
or became insolvent as a result of the Transfers, Obligations and
Security Interests, he notes.

Moreover, the Security Interests granted by Tronox to the
Administrative Agent against certain federally registered
trademarks, patents and copyrights of Tronox have not been
recorded in the U.S. Patent and Trademark Office or the U.S.
Copyright, Mr. Mark points out.  The Security Interests are
subject to avoidance by a creditor that extended credit to Tronox
and obtained a judicial lien therefore on the Petition Date.

Mr. Mark adds that on or within the 90 days before the Petition
Date, the Tronox Entities made Preferential Transfers to the
administrative agents for the benefit of the Prepetition Lenders
on account of the Obligations.

According to Mr. Mark, as a result of the Transfers, Obligations
and Security Interests, the Tronox Entities and their creditors
have been harmed.

The Tronox Entities have multiple unsecured creditors as to whom
the Transfers, Obligations and Security Interests are voidable
under applicable law and who hold an unsecured claim allowable
under Section 502 of the Bankruptcy Code, including federal
government entities, tort claimants, tax creditors, bond holders,
and trade creditors, Mr. Mark says.

Accordingly, by the first amended complaint, the Creditors'
Committee asks the Court for judgment avoiding all Obligations
incurred by the Tronox Entities to the Defendants, all Transfers
made by the Tronox Entities to the Defendants and all Security
Interests granted by the Tronox Entities to the Defendants.

                 Debtors Take Oral Deposition

Tronox Incorporated, Tronox LLC, and Tronox Worldwide LLC,
pursuant to Rule 30(b)(6) of the Federal Rules of Civil Procedure
and Rule 7030 of the Federal Rules of Bankruptcy Procedure, have
taken an oral deposition of the Rule 30(b)(6) designees of
Anadarko Petroleum Corporation and Kerr-McGee Corporation on
November 16, 2009.

Pursuant to Rule 45(b)(1), Anadarko Petroleum Corporation will
serve requests for documents to Mary Mikkelson and Thomas Adams,
via their attorney David Kistenbroker.  Among the documents
Anadarko requested are:

  (a) All documents exchanged between you and Tronox or counsel
      for Tronox during the course of the adversary proceeding;

  (b) All documents and communications concerning the
      consideration, discussion, analysis, evaluation, or
      assessment of any actual or potential sale of Kerr-McGee
      Chemical LLC, Kerr-McGee Chemical Worldwide LLC, or
      Tronox, or any or all of their operations or assets since
      January 1998; and

  (c) All documents and communications concerning any valuations
      from 1998 to the present concerning Tronox or any and all
      Liabilities or assets retained by Tronox after the
      Spinoff.

                    Parties' Letters to Court

David J. Zott, P.C., on behalf of the Tronox Entities, wrote a
letter to the Court to respond to Anadarko and Kerr-McGee
Corporation's citation of a law review article -- Frank R.
Kennedy, Reception of the Uniform Fraudulent Transfer Act, 43
S.C.L. Rev. 655 (19920 -- at the November 10, 2009 hearing on
Defendants' motion to dismiss.

Mr. Zott complained that the defendants did not cite Prof.
Kennedy's article in their briefing on the motion to dismiss, and
did not raise the article or their related argument until their
rebuttal argument.  Thus, he told the Court that the Plaintiffs
have not had the opportunity in their briefing or at oral
argument to address the article or Defendants' belated argument
about it.  Mr. Zott pointed out that courts have uniformly and
unequivocally rejected Prof. Kennedy's suggestion that a state
Uniform Fraudulent Transfer Act's statute of limitations can
trump well settled federal law that a trustee proceeding under
Section 544(b) stands in the shoes of its creditors, and can
avail itself of any statute of limitations defense available to
any creditor for the benefit of all creditors.

Richard A. Rothman, Esq., at Weil, Gotshal & Manges LLP, in New
York, argued that the assertion is completely inaccurate.
According to Mr. Rothman, not one of the cases cited by Tronox
rejected or addressed Professor Kennedy's rationale for why
courts should decline to permit a private party asserting a
Section 544(a) claim based on a state UFTA from stepping into the
shoes of the U.S. Government under circumstances in which the
Government has a complete exemption from any statute of
limitations based on sovereign immunity.  Indeed, Mr. Rothman
said, none of the cases cited in Mr. Zott's letter or Tronox's
opposition brief for the proposition that a private party may
stand in the shoes of the Government so as to be exempt from the
statute of limitations even considered Comment 1 to Section 9 of
the UFTA, which was the subject of Professor Kennedy's article.
Thus, Mr. Rothman averred, Tronox's assertion that the "courts
have uniformly and unequivocally rejected Prof. Kennedy's
suggestion" is not only plainly wrong, but is emblematic of the
disturbing disconnect that has run throughout the briefing and
argument on the Motion to Dismiss between Tronox's rhetoric and
the reality of what the case law and its complaint actually say.

                         *     *     *

The hearing for the Motion to Dismiss Adversary Complaint and the
pre-trial conference with respect to the adversary proceeding has
been adjourned to an indefinite date.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Wants Lift Stay to Proceed With Oklahoma Trial
----------------------------------------------------------
Tronox Incorporated and its debtor affiliates sought and obtained
from Judge Allan Gropper of the U.S. Bankruptcy Court for the
Southern District of New York an order modifying the automatic
stay, to the extent implicated, to allow the Debtors to proceed
to a jury trial determination of the compensation owed to the
Debtors in a condemnation proceeding currently pending in the
District Court of Oklahoma County, State of Oklahoma, Case No.
CJ-2007-10109.

The Debtors have sought to proceed to the jury trial phase of the
Condemnation Proceeding so that a jury may determine the amount
of compensation due to Debtor Tronox Worldwide LLC for the
acquisition by the Oklahoma Department of Transportation of a
perpetual highway easement over certain of TWL's real property.

The ODOT has asserted in the Oklahoma state court that a jury
trial determining the monetary award it will pay to TWL should
not move forward because of the automatic stay provided by
Section 362 of the Bankruptcy Code.

The Debtors' counsel, Patrick J. Nash, Jr., Esq., at Kirkland &
Ellis LLP, in New York, however, disputes the ODOT's assertion
and argues that the purpose of the automatic stay is to protect
debtors from actions by creditors to exercise control over
property of the estate.  Because the ODOT is not a creditor of
the Debtors and has already acquired the highway easement, the
Debtors believe the automatic stay does not apply to the jury
trial phase of the Condemnation Proceeding.  However, to the
extent the automatic stay is implicated by the jury trial phase
of the Condemnation Proceeding, the Debtors ask the Bankruptcy
Court to modify the automatic stay to permit the jury trial phase
of the Condemnation Proceeding to move forward.

Doing so will allow the Debtors to collect the monetary award
from ODOT for the acquisition of the Easement for the benefit of
the Debtors' estates, Mr. Nash says.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Wants RTI Hamilton Suit Dismissed
---------------------------------------------
Pursuant to Rule 7012 of the Federal Rule of Bankruptcy Procedure
7012 and Rule 12(b)(6) of the Federal Rule of Civil Procedure,
Tronox LLC asks the Court to dismiss RTI Hamilton, Inc.'s
adversary complaint for failure to state a claim upon which
relief can be granted.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
argues, on behalf of the Debtors, that the Complaint fails to
state a claim for breach of a boilerplate representation and
warranty that precludes a party from taking or failing to take
any action that might "impair, encumber or diminish the other
party's full enjoyment of the rights and privileges granted"
under the Supply Agreement because RTIH has not alleged that
Tronox's purported failure to disclose its true financial
condition to RTIH impaired the value of the Supply Agreement.  In
fact, Mr. Cieri says, the Complaint not only fails to allege that
Tronox's financial condition has impeded Tronox's ability to
perform under the Supply Agreement, it concedes that RTIH has
obstructed the parties' performance through its decision to delay
construction of the manufacturing facility.

RTIH's claim for breach of the duty of good faith and fair
dealing fails as a matter of law because it is based on Tronox's
alleged failure to disclose its financial condition while
negotiating the Supply Agreement, Mr. Cieri further complains.
Mississippi law, which governs the Supply Agreement, only
recognizes the claim in the performance of the contract, he says.

Moreover, Mr. Cieri adds, the Complaint fails to state claims for
rescission on the ground that the parties were mistaken as to
Tronox's financial condition because, among other things,
Tronox's financial condition is not material to, or even
referenced or warranted in, the contracts at issue.  Accordingly,
the Complaint should be dismissed in its entirety.

                         RTIH Responds

Christopher P. Schueller, Esq., at Buchanan Ingersoll & Rooney,
Esq., at New York, asserts that Tronox's arguments, when read
together with Tronox's own complaint against Anadarko Petroleum
Company/Kerr-McGee Corporation, reflect a curious logic --
confession is good for the soul and even better in Tronox's own
adversary action, but is to be ignored for purposes of the RTIH
complaint.

In its adversary lawsuit filed against its former parent, Tronox
maintains that it was insolvent as of March 2006 and that its
bankruptcy was due to (1) legacy environmental liabilities
fraudulently placed on it prior to its spin-off from Kerr-McGee,
and at the same time (2) being stripped of hundreds of millions
of dollars in cash and saddled with massive debt.

According to Mr. Schueller, these admissions are incorporated in
the RTIH Complaint as material facts existing in 2007-2008, but
undisclosed and unknown to RTIH during the course of
negotiations, execution and partial performance of the Supply
Agreement and Ground Lease.

Caught on the horns of this series of damning admissions as well
as principles of judicial estoppel, Mr. Schueller says Tronox
fails to address these admissions undergirding the RTIH Complaint
and meriting the development of a full record.  Instead, Tronox
argues that RTIH should be denied its day in court, contending
that:

  (a) The warranties and representations are "boilerplate";

  (b) RTIH did not allege that Tronox's failure to disclose
      impaired the value of the Supply Agreement or impeded
      Tronox's ability to perform;

  (c) The nondisclosure occurred only in negotiations and
      therefore does not violate the duty of good faith and fair
      dealing; and

  (d) Tronox's financial condition was not material to the
      agreements thus making mistake unavailable to RTIH.

None of these arguments has merit, Mr. Schueller argues.

Where a motion to dismiss has been filed, the issue is whether
the claimant is entitled to offer evidence to support its claims.
Mr. Schueller says that RTIH's Complaint advances a
straightforward case on alternate theories: Tronox obtained
advantageous contractual arrangements and performance through its
breach of warranty, misrepresentation, mistake and breach of the
duty of good faith and fair dealing.

The facts admitted in Tronox's Adversary Complaint against
Anadarko/Kerr-McGee are material and should have been disclosed
to RTIH.  If Tronox suppressed the truth, then relief is
available for misrepresentation, mistake and breach of the duty
of good faith and fair dealing.  If, somehow, Tronox did not know
the facts which it now admits made it "destined to fail," then
RTIH is entitled to relief for mutual mistake, Mr. Schueller
says.

Mr. Scheuller adds that Tronox has conceded that the broader
marketplace, including public investors and creditors, had no
idea of the true state of facts.  RTIH is in this class of
victims and is entitled to prove its case.

Notwithstanding the fact RTIH already has paid millions of
dollars, Tronox asks the Court to accept its Enron-like
proposition that there is no case to be made where persistent
nondisclosure of insolvent condition lures the other party into
agreement and expenditure of millions of dollars in performance.
RTIH submits that Tronox's rationale, to borrow a phrase from
Judge Rakoff, "does not comport with the most elementary notions
of justice and morality."

                         Tronox Talks Back

RTIH fails to address the fatal legal deficiencies in the
Complaint; instead RTIH engages in rhetoric and hyperbole to
deflect attention from its failure to plead a claim under the
law, Mr. Cieri argues.

Neither Tronox's allegations of insolvency in the Anadarko
litigation nor RTIH's new contention that Tronox "lured" it into
the Supply Agreement address the pleading failures identified in
Tronox's Motion to Dismiss, Mr. Cieri adds.

According to Mr. Cieri, RTIH's claims fail as a matter of law
because RTIH has not properly alleged that Tronox's alleged
failure to disclose its financial condition, or RTIH's alleged
mistake as to Tronox's financial condition, has denied RTIH any
right or benefit under the Supply Agreement.  RTIH's failure to
plead that it has been denied any rights or benefits under the
Supply Agreement or Ground Lease also belies RTIH's posturing as
a victim in this case, he asserts.

Mr. Cieri avers that RTIH has suffered no injury or prejudice as
a result of Tronox's insolvency.  Rather, it has
opportunistically seized upon Tronox's allegations in the
Anadarko litigation in an attempt to manufacture a claim that
will allow it to walk away from its binding agreements with
Tronox, including its obligations to construct a titanium sponge
manufacturing facility at an alleged cost of $300 million,
construct the pipelines and related equipment that will carry
TiCl and chlorine between Tronox's Hamilton plant and RTIH's
manufacturing facility, construct storage tanks for TiCl, pay
Tronox up to $6 million for certain capital improvements, and
spend millions of dollars in looming "take or pay" payments to
Tronox beginning in 2010.

               Court Issues Case Management Order

Judge Gropper signed a case management order to govern the
adversary proceeding.  The CMO provides that:

  (1) The parties will meet and confer regarding electronic
      discovery issues on or before February 3, 2010.

  (2) Plaintiff and Defendant will serve their initial
      disclosures on or before January 15, 2010.

  (3) Pleadings may be amended no later than 60 days prior to
      the close of fact discovery.

  (4) Fact discovery will commence on January 20, 2010.  All
      fact discovery will be completed by August 13, 2010.

  (5) In the event Plaintiff or Defendant intend to use an
      expert witness to present evidence at trial:

         (a) Plaintiff will identify its expert witnesses on or
             before August 20, 2010, and will furnish opposing
             counsel a written report from each expert witness
             on or before September 20, 2010.

         (b) Defendant will identify its expert witnesses on or
             before September 27, 2010, and will furnish
             opposing counsel a written report from each expert
             witness on or before October 27, 2010.

         (c) Plaintiff will identify any rebuttal experts and
             furnish opposing counsel a written report for each
             rebuttal expert on or before November 19, 2010.

         (d) Depositions of all parties' experts and rebuttal
             experts will be completed by December 3, 2010.

  (6) All potentially dispositive motions will be filed on or
      before December 10, 2010.

  (7) All opposition papers shall be due and filed on or before
      30 days after the filing of any potentially dispositive
      motion.

  (8) Replies to responses to dispositive motions will be due
      and filed on or before 20 days after the service of any
      response to any potential dispositive motion.

        RTIH Files Corporate Ownership Statement

Pursuant to Rule 7007.1 of the Federal Rules of Bankruptcy
Procedure and Rule 7007.1-1 of the Local Rules for the United
States Bankruptcy Court for the Southern District of New
York, RTI Hamilton, Inc., disclosed that 100% of RTI's equity is
directly owned by RMI Titanium Company, an Ohio corporation.
100% of RMI Titanium Company's equity is directly owned by RTI
International Metals, Inc.  RTI neither directly nor indirectly
owns 10% or more of any class of equity of a corporation whose
securities are publicly traded.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENT: Atlantic City Monopoly Concerns Senator
------------------------------------------------------
U.S. antitrust regulators have approved the Tropicana Atlantic
City sale to a group of lenders led by Carl Icahn, according to
Reuters.  The sale was included in the Federal Trade Commission's
December 14, 2009 list of deals approved by antitrust regulators,
the news source noted.

The New Jersey Bankruptcy Court previously approved the sale of
Tropicana Atlantic City to the Icahn investor group.

A separate report noted that Senate Gaming and Tourism Committee
Chairman James Whelan is concerned about monopoly in Atlantic
City's gaming industry.  Mr. Whelan is bothered about the control
of eight out of eleven casinos in Atlantic City "in the hands of
just two investors," PolitickerNJ.com reported.  As widely
reported, Mr. Icahn has made progress in the goal of including
Tropicana Atlantic City and Taj Mahal to his roster of gaming
businesses.

Mr. Whelan, a former mayor of Atlantic City, had opposed the
changing of a state law "allowing an individual to own more than
three casinos" more than a decade ago, PolitickerNJ related.

"Frankly, judging by his record with Sands we didn't see a lot of
money going from [Mr.] Icahn to Sands, so, yes, I'm bothered, but
at this point you can't get the genie back in bottle,"
PolitickerNJ quoted Mr. Whelan as saying.  "I don't see how you
can roll it back to where they can only have three.  Four opened
the door for economic concentration of this kind," Mr. Whelan
continued.

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, non-debtor units of the OpCo Debtors,
designated as the New Jersey Debtors -- Adamar of New Jersey,
Inc., and its affiliate, Manchester Mall, Inc. -- filed for
Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate
a sale of the Atlantic City Resort and Casino to a group of
Investors-led by Carl Icahn.   Judge Judith H. Wizmur presides
over the cases.  Manchester Mall is a wholly owned subsidiary of
Adamar that owns and operates certain real property utilized in
the New Jersey Debtors' business operations.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENT: NJ Debtors Settle Atlantic City MUA Claims
---------------------------------------------------------
Adamar of New Jersey, Inc., and its affiliate, Manchester Mall,
Inc., notified the Bankruptcy Court for the District of New Jersey
on December 23, 2009, of their proposal to settle the June 9, 2009
objection of Atlantic City Municipal Utility Authority to the sale
of substantially all of the New Jersey Debtors' assets.

ACMUA asserted that it has a self-executing statutory lien in the
amount of $339,641 for water service charges and water connection
fees pursuant to Sections 40:14B-21 and 40:14B-42 of the N.J.S.A.
on the New Jersey Debtors' real property "superior and paramount
to the interest of. . . a mortgagee. . . and on parity with"
municipal tax liens.

On June 10, 2009, pursuant to a Court Interim Order authorizing
the payment of adequate assurance for postpetition utility
services, the New Jersey Debtors deposited $21,500 with ACMUA as
adequate assurance of payment under Section 366 of the Bankruptcy
Code.

ACMUA also filed a secured claim for $319,396, Claim No. 430.
The New Jersey Debtors did not dispute a portion of Claim No.
430, relating to water service charges and have already paid
$65,431 to ACMUA.

To avoid the costs and delays of litigation, the New Jersey
Debtors and ACMUA mutually desire to resolve any and all disputes
relating to the Objection and the Claim.  Accordingly, the
parties agree that:

  (a) ACMUA's Objection and the Claims will be withdrawn with
      prejudice, in exchange for which (1) the New Jersey
      Debtors will pay ACMUA the additional sum of $78,500 and
      (2) ACMUA will draw down the entirety of the Utility
      Deposit, for a total settlement payment of $100,000.  The
      payment will be made on or as soon as reasonably
      practicable after the closing of the Amended and Restated
      Purchase Agreement, which is anticipated to occur in
      January 2010.

  (b) ACMUA's counsel will be notified of the Sale Closing.  In
      the event a Closing does not occur, ACMUA's Objection and
      Claim will be reinstated.

  (c) The New Jersey Debtors have been and continue to pay ACMUA
      on account of postpetition water service charges and water
      connection fees in the ordinary course of business.  The
      parties mutually represent and acknowledge that as of
      December 23, 2009, there exists no claim or dispute as to
      postpetition water service charges and water connection
      fees, and their payments.

In the event an objection is timely filed by January 12, 2010, a
hearing will be held on January 14, 2010.  If no objection is
filed, the settlement will be consummated as proposed on or after
25 days from the date of notice.

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, non-debtor units of the OpCo Debtors,
designated as the New Jersey Debtors -- Adamar of New Jersey,
Inc., and its affiliate, Manchester Mall, Inc. -- filed for
Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate
a sale of the Atlantic City Resort and Casino to a group of
Investors-led by Carl Icahn.   Judge Judith H. Wizmur presides
over the cases.  Manchester Mall is a wholly owned subsidiary of
Adamar that owns and operates certain real property utilized in
the New Jersey Debtors' business operations.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENT: NJ Debtors Want to Reject Simulcast Agreements
-------------------------------------------------------------
Adamar of New Jersey, Inc., and its affiliate, Manchester Mall,
Inc., seek the Bankruptcy Court's authority to reject certain
simulcast agreements, pursuant to Section 365(a) of the Bankruptcy
Code, effective as of the date of the New Jersey Casino Control
Commission's order approving the closure of their simulcasting
facility.

In connection with their business operations, the New Jersey
Debtors are parties to these Simulcast Agreements, which permit
them to hold televised simulcasts of horse races and to conduct
off-track wagering at their casino simulcasting facility:

  (a) 29 casino simulcasting sending track agreements -- the
      "Sending Agreements;"

  (b) A certain simulcasting agreement dated April 1, 2007,
      between Adamar of New Jersey, Inc. and TrackNet Media
      Group, LLC, as amended -- the "TrackNet Agreement;" and

  (c) A certain HUB modification agreement between Adamar and
      Scientific Games Racing, LLC dated July 15, 2004,
      inclusive of all predecessor agreements and amendments.

The TrackNet Agreement and the HUB Agreement were among the
Contracts to be assumed and assigned to a buyer of the Debtors'
assets in relation to a Court-approved sale of substantially of
all of the Debtors' assets.

As to the Simulcasting Agreement, Ilana Volkov, Esq., at Cole,
Schotz, Meisel, Forman & Leonard, P.A., in Hackensack, New
Jersey, relates that it has operated at a loss since the entry of
the June 2009 Original Sale Order.  Accordingly, as part of a
continuous review of their operations, the New Jersey Debtors
have determined that the Simulcasting Facility is no longer
necessary to their business and thus, seek Court permission to
reject the Simulcast Agreements as part of their closure of the
Simulcasting Facility.

The New Jersey Debtors require approval from the NJ Commission
before they can close the Simulcast Facility.

Rejecting the Simulcast Agreements as part of the closure of
their Simulcasting Facility will enable the New Jersey Debtors to
realize savings immediately because they will not be required to
fund losses caused by that part of their business operations,
according to Ms. Volkov.

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, non-debtor units of the OpCo Debtors,
designated as the New Jersey Debtors -- Adamar of New Jersey,
Inc., and its affiliate, Manchester Mall, Inc. -- filed for
Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate
a sale of the Atlantic City Resort and Casino to a group of
Investors-led by Carl Icahn.   Judge Judith H. Wizmur presides
over the cases.  Manchester Mall is a wholly owned subsidiary of
Adamar that owns and operates certain real property utilized in
the New Jersey Debtors' business operations.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


UAL CORP: To Offer $500 Million Senior Secured Notes
----------------------------------------------------
United Airlines, a wholly owned subsidiary of UAL Corporation,
said it plans to offer, subject to market and other conditions,
$500 million aggregate principal amount of senior secured notes
due 2013.

The Company said the notes will be the senior secured obligations
of United.  United's obligations under the notes will be
guaranteed on a senior unsecured basis by UAL and UAL's
subsidiaries that are guarantors or direct obligors under its
senior secured credit facility.  The notes will be secured by
certain of United's routes, takeoff and landing slots and airport
gate leaseholds utilized in connection with these routes.

The company further said the collateral is currently encumbered
under United's senior secured credit facility but would be made
available by substituting other collateral into the senior secured
credit facility.  United intends to use the net proceeds from the
offering for general corporate purposes.

                         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 Serv


UAL CORP: Late Contract Draws World-Wide Protest by Attendants
--------------------------------------------------------------
United Airlines Flight Attendants, represented by the Association
of Flight Attendants-CWA, AFL-CIO, will conduct a world-wide
protest over the failure of United Airlines management to
negotiate a new contract on time.  Over seven years ago flight
attendants took deep cuts in pay and then management destroyed
their working conditions and cancelled their pensions.  Those cuts
were scheduled to conclude January 7, 2010, as the Contract
becomes amendable.

Negotiations began early on April 6, 2009, as part of an agreement
between the union and the company with the intention of having a
new flight attendant contract in place by January 7, 2010.  Flight
attendants are working at 1994 wage levels in the year 2010 and
working 48% more compared with 2002 schedules and staffing.  When
United exited bankruptcy CEO Glenn Tilton alone took a bonus that
could have provided a 10% pay raise for all 15,000 flight
attendants.  AFA-CWA members are angry that management has not
discussed the improvements envisioned, seeming only interested in
delaying a new Contract for flight attendants.

International Protests - Local Times and Contact Person:

Frankfurt (FRA) Arrival between Hall B & C, 10 am - 12:30 pm

Local Contact: Dirk Schultz, (069) 97390483

Hong Kong (HKG) United departures, 10:30 am - 1 pm

Local Contact: Jack Kande, 852-9831-7448

London Heathrow (LHR) 10 am - 11 am

Local Contact: Saad Bhatkar, 07815442394

Tokyo-Narita (NRT) United curbside 3 pm - 5 pm

Local Contact: Rick Gonzalez, 090 2206-1924

U.S. Domestic Airport Picket Lines - Local Times and Contact
Person

Atlanta (ATL) United departure level, 8 am - 11 am

Local Contact: Christina Archille, 404-824-8116

Boston (BOS) United departure & arrival, 11 am - 2 pm

Local Contact: Lina Bowers, 603-502-3457

Charlotte (CLT) United departure level, 8 am - 4 pm

Local Contact: Keith Biolek Austin, 305-776-0014

Chicago (ORD) United departure door 1G, 11 am - 1 pm

Local Contact: Sara Nelson, 202-286-1973

Denver (DEN) Levels 4, 5 & 6 at United, 9 am - 12 pm

Local Contact: Ken Kyle, 303-913-6978

Honolulu (HNL) United check-in level, 10:45 am - 12:30 pm

Local Contact: Ed Kalahiki, 808-348-5975

Las Vegas (LAS) Zero level at curbside, 10 am - 1 pm

Local Contact: Laura Harsh, 702-544-9849

Los Angeles (LAX) Terminal 7 at United, 11 am - 2 pm

Local Contact: Darren Shiroma, 310-480-9913

Miami (MIA) United departure level, 12 pm - 4 pm

Local Contact: Angela Curlee, 305-812-3871

New York (LGA) United departure & arrival, 10 am - 2 pm

Local Contact: Ken Diaz, 845-893-6327

San Francisco (SFO) United departures, 10 am - 12 pm

Local Contact: Chris Black, 650-773-6813

Seattle (SEA) United departure level, 8 am - 12 pm

Local Contact: Diane Tucker, 206-910-8110

Washington DC (IAD) United departures, 2 pm - 5 pm

Local Contact: Andreas Curlee, 571-209-7943

                   About UAL Corporation

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 Dec. 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.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.  (United Airlines
Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

UAL Corp. carries a 'Caa1' probability of default rating from
Moody's, 'B-' long term foreign issuer credit rating from Standard
& Poor's, and 'CCC' long term issuer default rating from Fitch.


UBALDO MURSULI: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Ubaldo Mursuli
                 aka Ubaldo Wally Mursuli
               Areanne Mercedes Aragon
                 aka Areanne M Aragon
               10735 Canyon Bay Lane
               Boynton Beach, FL 33473

Bankruptcy Case No.: 10-10078

Chapter 11 Petition Date: January 4, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtors' Counsel: David L. Merrill, Esq.
                  7777 Glades Rd # 400
                  Boca Raton, FL 33434
                  Tel: (561) 477-7800
                  Email: dlmerrill@sbwlawfirm.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 $1,009,717,
and total debts of $1,775,449.

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/flsb10-10078.pdf

The petition was signed by the Joint Debtors.


UNISYS CORP: Joseph Harrosh Discloses 9.2451% Equity Stake
----------------------------------------------------------
Joseph L. Harrosh discloses holding 3,908,789 shares -- or roughly
9.2451% -- of Unisys Corporation common stock ($0.01 par value).

                           About Unisys

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

At September 30, 2009, the Company had total assets of
$2.741 billion against total current liabilities of
$1.305 billion, long-term debt of $845.0 million, long-term
postretirement liabilities of $1.410 billion, and other long-term
liabilities of $325.4 million, resulting in stockholders' deficit
of $1.145 billion.


VAIL PLAZA: Mexican Firm Acquires Assets for $52 Million
--------------------------------------------------------
Scott Miller at Vail Daily reports that a federal court in Denver
gave Vail Plaza Hotel to a Mexican investment company.  The sale
price was $52 million but $46.5 million will be paid by the
Mexican firm for the hotel.  The court rejected the hotel's plan
of reorganization in favor of an immediate cash payment to satisfy
creditors.

Vail Plaza Hotel operates a hotel.  The company filed for Chapter
11 bankruptcy in 2008.


VERMILLION INC: Unsecured Creditors OK Reorganization Plan
---------------------------------------------------------
Vermillion Inc. disclosed that its First Amended Chapter 11 Plan
of Reorganization has been overwhelmingly accepted by classes of
creditors created under the Plan.  The final voting tabulation
shows that all of Vermillion's unsecured creditors who voted on
the Plan approved it.

"The strong vote of support for our Plan of Reorganization is a
major milestone for Vermillion and its shareholders," said Gail S.
Page, Executive Chairperson of Vermillion's Board of Directors,
who has led the company's reorganization process.  "This vote
shows we have achieved strong momentum towards emergence from
bankruptcy and have positioned Vermillion to establish itself as a
leader in high value diagnostics."

The widespread approval of the Plan clears the way for the company
to proceed toward a confirmation hearing on the Plan before the
United States Bankruptcy Court for the District of Delaware.  The
confirmation hearing is scheduled for this Thursday, January 7.

                     About Vermillion Inc.

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.


VERNON JAY VERNON: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Vernon Jay Vernon
        409 Donald Ross Drive, 105-H
        Raleigh, NC 27610

Bankruptcy Case No.: 10-00027

Chapter 11 Petition Date: January 4, 2010

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

Judge: J. Rich Leonard

Debtor's Counsel: Danny Bradford, Esq.
                  Paul D. Bradford, PLLC
                    dba Bradford Law Offices
                  6512 Six Forks Road, Suite 304
                  Raleigh, NC 27615
                  Tel: (919) 758-8879
                  Fax: (919) 803-0683
                  Email: dbradford@bradford-law.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 $1,011,965,
and total debts of $3,968,688.

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

            http://bankrupt.com/misc/nceb10-00027.pdf

The petition was signed by Michael Zippelli, president and CEO of
the Company.


VILHAUER SALES: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Vilhauer Sales, Incorporated
        34656 121st Street
        Hosmer, SD 57448

Bankruptcy Case No.: 10-10002

Chapter 11 Petition Date: January 4, 2010

Court: United States Bankruptcy Court
       District of South Dakota (Northern (Aberdeen)

Judge: Charles L. Nail, Jr.

Debtor's Counsel: David J. Fransen, Esq.
                  PO Box 1433
                  Aberdeen, SD 57402
                  Tel: (605) 226-8234
                  Email: fransenlaw@qwestoffice.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 $1,031,974,
and total debts of $1,628,034.

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/sdb10-10002.pdf

The petition was signed by Gilbert Calvin Vilhauer, president of
the Company.


VIRANI DEVELOPERS: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Virani Developers, LLC
        1623 Hampton Hollow Trail
        Lawrenceville, GA 30043

Bankruptcy Case No.: 10-60258

Chapter 11 Petition Date: January 4, 2010

Court: United States Bankruptcy Court
       Northern District of Georgia (Gainesville)

Debtor's Counsel: Lindsay B. Erwin, Esq.
                  Gentry, Andress & Erwin
                  Suite 300-A, 5009 Riverchase Dr.
                  Phenix City, AL 36867
                  Tel: (334) 297-5640
                  Fax: (334) 297-5924
                  Email: lerwin@danagentry.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
4 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/ganb10-60258.pdf

The petition was signed by Abdulsultan Virani, president of the
Company.


WEST PLEASANT: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: West Pleasant - CPGT, Inc.
        34 Cox Cro Road
        Toms River, NJ 08755

Bankruptcy Case No.: 10-10060

Chapter 11 Petition Date: January 4, 2010

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Debtor's Counsel: Richard D. Trenk, Esq.
                  Trenk, DiPasquale, Webster,
                  Della Fera & Sodono, P.C.
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  Email: rtrenk@trenklawfirm.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 $1,225, and
total debts of $4,180,231.

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

             http://bankrupt.com/misc/njb10-10060.pdf

The petition was signed by John Campbell, president of the
Company.


WILLIAM GEARING: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: William Harvey Gearing, II
        177 Sosebee Road
        P.O. Box 520
        Sautee Nacooche, GA 30571

Bankruptcy Case No.: 10-20050

Chapter 11 Petition Date: January 4, 2010

Court: United States Bankruptcy Court
       Northern District of Georgia (Gainesville)

Debtor's Counsel: John C. Pennington, Esq.
                  P.O. Box 275
                  Helen, GA 30545
                  Tel: (706) 878-0033
                  Fax: (706) 878-9916
                  Email: jcppc@windstream.net

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/ganb10-20050.pdf

The petition was signed by William Harvey Gearing, II.


WINDMARK ROCKPORT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Windmark Rockport Partners, LP
        Po Box 3123
        Houston, TX 77253

Bankruptcy Case No.: 10-20010

Chapter 11 Petition Date: January 4, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Rogena Jan Atkinson, Esq.
                  The Law Offices of RJ Atkinson LLC
                  3617 White Oak Dr
                  Houston, TX 77007
                  Tel: (713) 862-1700
                  Fax: (713) 862-1745
                  Email: rogena@rjabankruptcy.com

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

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

According to the schedules, the Company has assets of $2,995,250,
and total debts of $4,791,744.

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

The petition was signed by Thomas F. Noons, president of the
Company.


W.R. GRACE: BNSF Slams WR Grace, Arrowood Insurance Settlement
--------------------------------------------------------------
Law360 reports that BNSF Railway Co. has blasted a bankruptcy
judge's approval of a settlement with an insurer in W.R. Grace &
Co.'s Chapter 11 proceedings, saying in its pending appeal that it
wants to retain its rights to pursue certain insurance coverage
laid out in Grace's reorganization plan.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing is
scheduled to continue on October 13 and 14.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


* Bankruptcy Filings by Firms Surged 50% in 2009
------------------------------------------------
Bill Rochelle at Bloomberg News reports that Chapter 11 bankruptcy
filings by U.S. businesses surged 50% in 2009, outpacing the hike
for individuals.

Mr. Rochelle, citing data compiled from court records by Automated
Access to Court Electronic Records, said that more than 15,000
businesses filed Chapter 11 petitions to reorganize or liquidate
in bankruptcy court in 2009.  According to the report, including
smaller businesses in Chapter 7 liquidations, commercial
bankruptcy filings climbed 38% from 2008.  Both figures were more
than double the total in 2007.

The 207 bankruptcies in 2009 by publicly traded companies were the
third highest since 1980, according to BankruptcyData.com.

                          December Results

According to American Bankruptcy Institution and the National
Bankruptcy Research Center, there were 113,274 consumer filings
during December, a year-over-year increase of 33.4%. The greatest
year-over-year change during the past six months occurred in June,
when filings were 40.7% higher than in June of the previous year,
according to a Bloomberg chart based on the ABI and the Center's
information.


* Silicon Valley `Bloodbath' Leaves Office Buildings Empty
----------------------------------------------------------
According to Carla Main at Bloomberg News, citing CB Richard Ellis
Group Inc, Silicon Valley is beset by the biggest office property
glut since the dot-com bust, leaving the U.S. technology hub with
empty high-rises and office parks that make it impossible for
landlords to sustain average rents.  More than 43 million square
feet (4 million square meters) -- the equivalent of 15 Empire
State Buildings -- stood vacant at the end of the third quarter,
the most in almost five years, according to CB Richard Ellis.


* Riskiest Junk Bonds Shrug Off Distress on Recovery
----------------------------------------------------
Carla Main at Bloomberg News reports that the lowest-rated
corporate bonds rallied above so-called distressed trading levels
for the first time since January 2008 on optimism the economy is
recovering.  The average yield on U.S. bonds rated 'CCC' or lower
tightened to 9.82 percentage points more than similar-maturity
Treasuries, from as much as 36.7 percentage points in March,
according to Merrill Lynch & Co. index data.  The debt has been
distressed, or trading at a spread of at least 10 percentage
points, since Jan. 8, 2008, the data show.


* Alan Clark Joins Litigation Practice Group at Allen Matkins
-------------------------------------------------------------
Allen Matkins Leck Gamble Mallory & Natsis LLP, a leading
California business and real estate law firm, disclosed that the
expansion of its litigation practice group with the addition of
Alan Clark, as partner, in the firm's Los Angeles office.

Clark has extensive experience in lengthy and complex jury trials,
including obtaining multi-million dollar verdicts on behalf of
plaintiffs in business tort and predatory pricing cases. H e has
represented a broad range of clients drawn from the real estate,
entertainment, government contracts, securities, petroleum,
insurance, money management, wholesale distribution, motor vehicle
and manufacturing fields.  His litigation practice has included
matters involving antitrust, contract, business tort, intellectual
property, unfair competition, insurance, lender liability,
corporate and securities, real estate, and ERISA issues.

Clark was previously a partner with Latham & Watkins, where he
practiced commercial litigation since beginning his legal career
in 1975.

"I am looking forward to starting a new chapter in my career with
Allen Matkins," said Clark.  "Joining Allen Matkins provides me
with an opportunity to add value, particularly in helping to
further develop a first class legal team."

"Alan knows of Allen Matkins' solid reputation and that we value
our collegial environment," said Brian Leck, managing partner of
Allen Matkins.  "Our partners are enthusiastic about Alan joining
our firm and believe that he will be a significant asset to our
litigation department with trial experience in a wide variety of
cases."

Clark is a Fellow of the American College of Trial Lawyers, an
Associate of the American Board of Trial Advocates, and a former
Master of the George McBurney Business Litigation Inn of Court.
He currently serves as a director of the Legal Aid Foundation of
Los Angeles, a provider of legal services for low-income residents
of Los Angeles, and of America Supporting Americans, a not-for-
profit organization providing support for American troops.  He is
a former director and Chairman of the Board of Skid Row
Development Corporation, a Los Angeles charity for the homeless,
and is a former director of the Pacific Crest Outward Bound
School. He is a member of the Litigation and Antitrust Law
Sections of both the Los Angeles County and American Bar
Associations.

Clark joins Allen Matkins' litigation practice group of
approximately 80 attorneys statewide, whose practice is
comprehensive and is recognized nationwide for its expertise in
handling all aspects of business and commercial, real estate,
construction, bankruptcy, environmental and toxic tort, products
liability, and labor and employment litigation.  The firm's trial
lawyers have successfully tried hundreds of cases in a broad
variety of forums including state and federal courts, arbitrations
and judicial referees.

Clark received his J.D. from the University of Virginia Law
School, where he won the William Minor Lile Moot Court
Competition. Prior to attending law school, he served as an
infantry officer in the U.S. Army from 1968-1971. He received his
undergraduate degree from the University of Alabama and a Diploma
of Comparative Legal Studies from Cambridge University, England.

                       About Allen Matkins

Allen Matkins Leck Gamble Mallory & Natsis LLP, founded in 1977,
is a California-based law firm with approximately 230 attorneys
practicing out of seven offices in Los Angeles, Orange County, San
Francisco, San Diego, Century City, Del Mar Heights and Walnut
Creek.  The firm's broad areas of practice include real estate,
land use, construction, real estate finance, business litigation,
corporate and securities, intellectual property, environmental,
taxation, bankruptcy and creditors' rights, and employment and
labor law.  For more than 30 years, Allen Matkins has helped
clients turn opportunity and challenge into success by providing
practical advice, innovative solutions and valuable business
opportunities.


* Cadwalader Promotes Four to Partnership
-----------------------------------------
Cadwalader, Wickersham & Taft LLP, has elected Jodi Avergun, Bret
Campbell, Peter Friedman, and Brian McGovern as Partners of the
firm, effective January 1, 2010. Ms. Avergun and Messrs. Campbell
and Friedman are resident in the firm's Washington office while
Mr. McGovern practices in New York.

"We are pleased to welcome these outstanding attorneys to our
partnership. Their promotion confirms our confidence in their
exceptional talent, and evidences the firm's continued growth in
the areas of litigation and restructuring," said Christopher
White, Cadwalader's Chairman.  "It is a great pleasure to
celebrate their hard work, dedication, and valuable contributions
to our clients and the firm.  We look forward to their continued
success in the years to come."

The following attorneys were elected Partner:

Jodi L. Avergun, a seasoned trial and appellate lawyer, represents
corporations and individuals in all phases of complex civil,
regulatory, and white collar litigation matters, including Foreign
Corrupt Practices Act, securities fraud, health care, banking, and
international extradition investigations.  She has counseled
companies and senior executives in sensitive internal
investigations, and has successfully represented clients in
matters before the SEC, the U.S. Drug Enforcement Administration,
and in civil and criminal matters in federal court.  She also
designs and implements compliance programs, including those
related to pharmaceutical regulation.  Prior to joining the firm,
Ms. Avergun served as a senior executive in the U.S. Department of
Justice Criminal Division, and also served as the Chief of Staff
to the head of the U.S. Drug Enforcement Administration.  In both
of those roles, she was a principal advisor to the DOJ leadership
on matters involving international drug enforcement, extradition
and mutual legal assistance, anti-money laundering strategy, asset
forfeiture and pharmaceutical regulation.  Ms. Avergun also served
as an Assistant U.S. Attorney for 12 years in the Eastern District
of New York, where she was ultimately appointed Senior Litigation
Counsel and Chief of the Long Island Division of the Eastern
District U.S. Attorney's Office.  While in New York, she oversaw
and conducted a variety of money laundering and financial fraud
investigations and prosecutions, and, in recognition of her work,
was awarded a Director's Award for Superior Performance as an
AUSA.  Ms. Avergun is a graduate of Brown University and a
graduate, magna cum laude, of Brooklyn Law School, where she was
an editor of the Brooklyn Law Review.

Bret Campbell represents clients in a broad range of complex
criminal, regulatory, and civil litigation matters, including
international corruption (involving the Foreign Corrupt Practices
Act), money laundering, commercial fraud, securities, export
control, economic sanction, and related issues.  He conducts
internal investigations, advises clients on corporate governance
issues, counsels on the implementation of compliance codes, and
advises and conducts due diligence reviews in connection with
mergers, acquisitions, and other complex corporate transactions.
Mr. Campbell has represented U.S. and foreign pharmaceutical,
energy, telecommunications, financial services, aerospace, and
defense companies.  He has defended clients in connection with
commercial fraud actions in various federal courts; and
represented financial services firms and individuals in NYSE
Disciplinary Hearings, SEC enforcement actions, and related civil
litigation.  Mr. Campbell received a B.A., with honors, from
Hobart College, and a J.D., cum laude, from Vermont Law School.

Peter Friedman's practice focuses on representing major parties-
in-interest in high stakes, complex financial restructurings.  He
was a senior member of Cadwalader's team in its highly successful
representation of the Presidential Task Force on the Auto Industry
and the United States of America as secured lender and acquirer in
the bankruptcy cases of General Motors and Chrysler; co-lead
litigation counsel for the debtors in In re Lyondell Chemical
Company in connection with Lyondell's historic debtor-in-
possession financing; represented Northwest Airlines, Enron,
WorldCom and other debtors in contested confirmation hearings and
a wide variety of contested matters and adversary proceedings; and
represented the largest unsecured creditor in the Owens Corning
bankruptcy and the Official Committee of Equity Security Holders
in the USG cases.  From 1994-1995, he worked in the White House
Office of Legislative Affairs and as an aide to two Counsels to
the President.  He was a law clerk from 1998-1999 to the Honorable
Joel M. Flaum of the U.S. Court of Appeals for the Seventh
Circuit, and in 2000, served as Acting Legal Advisor to the Cable
Services Bureau of the Federal Communications Commission.  A
graduate of Northwestern University School of Law, cum laude and
Order of the Coif, where he was an editor of the Journal of
Criminal Law and Criminology, he received his undergraduate degree
from Trinity College, with honors.

Brian McGovern offers health care providers and not-for-profit
clients counsel and advocacy on reimbursement issues; government
audits and investigations, including those related to Medicaid and
Medicare; regulatory compliance; certificate of need applications;
property tax exemption applications and appeals; and patient-care
survey deficiency citations.  Mr. McGovern has tried cases and
argued appeals in both administrative tribunals and in State and
Federal courts. He has also counseled the New York Association of
Homes and Services for the Aging on statutory, regulatory and
other legal developments impacting long term care providers in New
York State.  Prior to joining the firm, Mr. McGovern served as an
Assistant Attorney General for New York State, where he defended
the State in, among other matters, legal challenges to statutes,
regulations, and agency actions affecting health care providers.
He is a graduate of the Georgetown University Law Center.

            About Cadwalader, Wickersham & Taft LLP

Cadwalader, Wickersham & Taft LLP, established in 1792, is one of
the world's leading international law firms, with offices in New
York, London, Charlotte, Washington and Beijing.  Cadwalader
serves a diverse client base, including many of the world's top
financial institutions, undertaking business in more than 50
countries in six continents.  The firm offers legal expertise in
antitrust, banking, business fraud, corporate finance, corporate
governance, derivatives, environmental, financial restructuring
and reorganizations, healthcare, insurance, intellectual property,
litigation, mergers and acquisitions, private client, private
equity, real estate, regulation, securitization, structured
finance, and tax.


* Kasowitz Benson Adds Leading Insurance Recovery Litigation Group
------------------------------------------------------------------
Kasowitz, Benson, Torres & Friedman is pleased to announce that 13
leading insurance recovery litigators, including prominent
insurance litigators Robin L. Cohen and Randy Paar, have joined
the firm in its New York office.  The group comes from the
Dickstein Shapiro firm, where Ms. Cohen served as managing partner
of the New York office.

Joining Ms. Cohen and Ms. Paar as new Kasowitz Benson partners are
William E. Denver, Kenneth H. Frenchman, Keith McKenna, Elizabeth
A. Sherwin and Adam S. Ziffer.  Also joining Kasowitz Benson are
counsel Joseph D. Jean and associates Andrew N. Bourne, Sarah Cox,
Burt M. Garson, Sheri E. Hametz, and Rachel Wrightson.

The team was ranked tier one in the New York insurance dispute
resolution category in 2009 by Chambers USA, the leading legal
ranking survey.  Chambers cites client praise for their "aptitude
in complex matters," "highly effective advocacy," and Cohen's
sound courtroom strategy and foresight.

The incoming group elevates Kasowitz Benson's already strong
insurance recovery practice and will serve as a vibrant complement
to the firm's other leading litigation specialties.  It also
continues the firm's rapid growth to 328 lawyers in six offices.

"We are delighted to welcome Robin and Randy and their exceptional
team to the firm," said Marc E. Kasowitz, the firm's founding and
managing partner.  "Robin's leadership and litigation skills will
be a great asset for the firm and its clients, and the group's
extraordinary talent, experience and record of success establish
Kasowitz Benson as the leading firm for insurance recovery
litigation and counseling."

Ms. Cohen focuses her practice on representing insureds in complex
insurance recovery matters in federal and state courts throughout
the country and on counseling clients across the country on
insurance recovery and related matters.  The National Law Journal
has recognized her as one of the 50 Most Influential Women Lawyers
in America.

"Joining one of the most respected litigation firms in the country
is a terrific opportunity for me and my colleagues," Ms. Cohen
said.  "We share the firm's commitment to excellence in the
courtroom, and I look forward to what we can accomplish together
for our clients."

Ms. Cohen and her team have recovered over $1 billion in disputed
policy claims and have handled some of the largest coverage cases
for a wide range of clients. In addition Ms. Cohen's law practice,
she focuses on activities to promote the advancement of women into
leadership positions in the legal and other professions.  She
received her J.D. from the University of Pennsylvania Law School
and her B.A., magna cum laude, from the University of
Pennsylvania.

Ms. Paar focuses on commercial litigation in federal and state
courts nationwide and on counseling clients in all areas of
insurance coverage.  For 25 years she has handled the
representation of policyholders in multiparty insurance coverage
cases, and Chambers USA calls her an "excellent advocate who
brings a wealth of experience and knowledge to her role."  She
received her J.D. from New York University School of Law and her
B.A. in economics, cum laude, from Harvard College.

Mr. Denver also focuses his practice on insurance recovery
litigation on behalf of policyholders.  He formerly served as an
assistant district attorney in the New York County District
Attorney's office.  He received his J.D. from Rutgers School of
Law-Newark and his B.A. from The College of New Jersey with
honors.

Mr. Frenchman has significant experience in insurance recovery
litigation, counseling on insurance-related issues and securing
settlements with prominent American and European property and
casualty insurers.  He received his J.D. from the New York
University School of Law and his B.S. in business administration
from the University of Colorado.

Mr. McKenna has a diverse general commercial litigation background
with a particular emphasis on insurance coverage litigation.  He
received his J.D. from Rutgers School of Law-Newark and his B.A.
from Rutgers University.

Ms. Sherwin's practice focuses on the representation of
policyholders in insurance recovery litigation.  She has
represented Fortune 500 firms, small privately owned companies and
individuals both in arbitration and before the state and federal
courts in all phases of litigation. S he received her J.D., cum
laude, from New York University School of Law and her B.A. in
psychology and sociology, cum laude, from Rutgers University.

Mr. Ziffer has extensive experience in representing corporate
policyholders in litigating many of the most significant and
cutting-edge insurance coverage cases in the country.  He received
his J.D. from Fordham School of Law and his B.S. from the
University of Florida.

         About Kasowitz, Benson, Torres & Friedman LLP

Kasowitz, Benson, Torres & Friedman LLP is a national law firm
specializing in complex, highly sophisticated litigation.
Principal practice areas include general litigation, creditors'
rights and bankruptcy, employment practices, intellectual
property, insurance recovery litigation and family law. With more
than 325 lawyers, the firm is committed to pursuing creative,
aggressive and winning approaches to our clients' most challenging
legal matters.  Clients include leading companies in the
financial, technology, manufacturing, utilities, chemical, energy,
entertainment, consumer products, pharmaceutical and
telecommunications industries.  The firm has offices in New York,
Houston, Atlanta, San Francisco, Miami and Newark.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Griggs Racing
   Bankr. N.D. Calif. Case No. 09-14068
      Chapter 11 Petition filed December 1, 2009
      See http://bankrupt.com/misc/canb09-14068p.pdf
      See http://bankrupt.com/misc/canb09-14068c.pdf

In Re Bestcomp, Inc.
   Bankr. E.D. La. Case No. 09-13953
      Chapter 11 Petition filed December 1, 2009
      See http://bankrupt.com/misc/laeb09-13953p.pdf
      See http://bankrupt.com/misc/laeb09-13953c.pdf

In Re Marjorie B. Mackey
   Bankr. M.D. La. Case No. 09-11875
      Chapter 11 Petition filed December 1, 2009
     See http://bankrupt.com/misc/lamb09-11875p.pdf
     See http://bankrupt.com/misc/lamb09-11875c.pdf

In Re Fort Washington Dental Lab, Inc.
   Bankr. E.D. Pa. Case No. 09-19301
      Chapter 11 Petition filed December 1, 2009
      See http://bankrupt.com/misc/paeb09-19301p.pdf
      See http://bankrupt.com/misc/paeb09-19301c.pdf

In Re Townhomes on Matilda, Inc.
   Bankr. N.D. Texas Case No. 09-38263
      Chapter 11 Petition filed December 1, 2009
      See http://bankrupt.com/misc/txnb09-38263p.pdf
      See http://bankrupt.com/misc/txnb09-38263c.pdf

In Re Hamid Hedayat
      Pamela Hedayat
   Bankr. S.D. Calif. Case No. 09-18570
      Chapter 11 Petition filed December 2, 2009
         See http://bankrupt.com/misc/casb09-18570p.pdf
         See http://bankrupt.com/misc/casb09-18570c.pdf

In Re Affordable Limosine Services, Inc.
   Bankr. Kan. Case No. 09-42044
      Chapter 11 Petition filed December 4, 2009
         See http://bankrupt.com/misc/ksb09-42044.pdf

In Re Deborah Davis
        aka Debbie Davis
   Bankr. N.D. Ala. Case No. 09-43596
      Chapter 11 Petition filed December 5, 2009
         See http://bankrupt.com/misc/alnb09-43596p.pdf
         See http://bankrupt.com/misc/alnb09-43596c.pdf

In Re Shadows, Inc.
    Bankr. E.D. Pa. Case No. 09-19423
      Chapter 11 Petition filed December 7, 2009
         See http://bankrupt.com/misc/paeb0-19423p.pdf
         See http://bankrupt.com/misc/paeb0-19423c.pdf

In Re River Water, Incorporated
    Bankr. E.D. Va. Case No. 09-38005
      Chapter 11 Petition filed December 7, 2009
         See http://bankrupt.com/misc/vaeb09-38005p.pdf
         See http://bankrupt.com/misc/vaeb09-38005c.pdf

In Re Milton Charles Ault, III
        aka Milton Todd Ault, III
   Bankr. C.D. Calif. Case No. 09-23696
      Chapter 11 Petition filed December 8, 2009
         See http://bankrupt.com/misc/cacb09-23696.pdf

In Re Anthony Wilson
        dba St. Anthony's Residential Care Homes
      Josephine Wilson
   Bankr. N.D. Calif. Case No. 09-71748
      Chapter 11 Petition filed December 8, 2009
         See http://bankrupt.com/misc/canb09-71748.pdf

In Re Derrick Robert Zerbe
      Elizabeth Dawn Zerbe
   Bankr. M.D. Fla. Case No. 09-10335
      Chapter 11 Petition filed December 8, 2009
         See http://bankrupt.com/misc/flmb09-10335p.pdf
         See http://bankrupt.com/misc/flmb09-10335c.pdf

In Re Kentucky & Long John Food Corporation
        aka KFC
    Bankr. S.D. N.Y. Case No. 09-38429
      Chapter 11 Petition filed December 8, 2009
         See http://bankrupt.com/misc/nysb09-38429p.pdf
         See http://bankrupt.com/misc/nysb09-38429c.pdf

In Re Kingston Food Services, Inc.
        aka Arby's Kingston, NY
    Bankr. S.D. N.Y. Case No. 09-38435
      Chapter 11 Petition filed December 8, 2009
         See http://bankrupt.com/misc/nysb09-38435p.pdf
         See http://bankrupt.com/misc/nysb09-38435c.pdf

In Re No. Plank Road Food Services, Inc.
    Bankr. S.D. N.Y. Case No. 09-38428
      Chapter 11 Petition filed December 8, 2009
         See http://bankrupt.com/misc/nysb09-38428p.pdf
         See http://bankrupt.com/misc/nysb09-38428c.pdf

In Re Windsor Highway AB Food Systems Corporation
        aka Arby's New Windsor, NY
    Bankr. S.D. N.Y. Case No. 09-38436
      Chapter 11 Petition filed December 8, 2009
         See http://bankrupt.com/misc/nysb09-38436p.pdf
         See http://bankrupt.com/misc/nysb09-38436c.pdf

In Re Arlin Geophysical Company, Inc.
    Bankr. Utah Case No. 09-33691
      Chapter 11 Petition filed December 9, 2009
         See http://bankrupt.com/misc/utb09-33691.pdf

In Re Pendault Design, Inc.
        dba Roswell Furniture Restoration
   Bankr. N.D. Ga. Case No. 09-92680
      Chapter 11 Petition filed December 10, 2009
         See http://bankrupt.com/misc/ganb09-92680.pdf

In Re Adel Faiq Abu-Ghazaleh
      Jean Adel Abu-Ghazaleh
   Bankr. N.D. Calif. Case No. 09-71895
      Chapter 11 Petition filed December 11, 2009
         See http://bankrupt.com/misc/canb09-71895.pdf

In Re Sims Trucking, Inc.
   Bankr. M.D. Fla. Case No. 09-10438
      Chapter 11 Petition filed December 14, 2009
         See http://bankrupt.com/misc/flmb09-10438p.pdf
         See http://bankrupt.com/misc/flmb09-10438c.pdf

In Re Central Park Development LLC
   Bankr. N.D. Ill. Case No. 09-47062
      Chapter 11 Petition filed December 14, 2009
         See http://bankrupt.com/misc/ilnb09-47062.pdf

In Re University Investment Properties, LLC
   Bankr. N.D. Ill. Case No. 09-75505
      Chapter 11 Petition filed December 14, 2009
         See http://bankrupt.com/misc/ilnb09-75505p.pdf
         See http://bankrupt.com/misc/ilnb09-75505c.pdf

In Re MAMC Fitness Center, Inc.
   Bankr. N.J. Case No. 09-43589
      Chapter 11 Petition filed December 14, 2009
         See http://bankrupt.com/misc/njb09-43589p.pdf
         See http://bankrupt.com/misc/njb09-43589c.pdf

In Re StoneCrest Home Builders, LLC
   Bankr. N.D. Ala. Case No. 09-07301
      Chapter 11 Petition filed December 15, 2009
         See http://bankrupt.com/misc/alnb09-07301.pdf

In Re Eduardo Rivera
   Bankr. Ariz. Case No. 09-32319
      Chapter 11 Petition filed December 15, 2009
         See http://bankrupt.com/misc/azb09-32319.pdf

In Re Legends Venture 43, L.L.C.
   Bankr. Ariz. Case No. 09-32320
      Chapter 11 Petition filed December 15, 2009
         See http://bankrupt.com/misc/azb09-32320.pdf

In Re Masonry Structures, LLC
   Bankr. Ariz. Case No. 09-32301
      Chapter 11 Petition filed December 15, 2009
         See http://bankrupt.com/misc/azb09-32301.pdf

In Re The Whiz Kids, Inc.
   Bankr. E.D. Ark. Case No. 09-19159
      Chapter 11 Petition filed December 15, 2009
         See http://bankrupt.com/misc/areb09-19159.pdf

In Re Rockhard Transportation Inc.
   Bankr. C.D. Calif. Case No. 09-26904
      Chapter 11 Petition filed December 15, 2009
         See http://bankrupt.com/misc/cacb09-26904.pdf

In Re Mark A. Sills
   Bankr. Colo. Case No. 09-36661
      Chapter 11 Petition filed December 15, 2009
         See http://bankrupt.com/misc/cob09-36661.pdf

In Re Brookside Tampa, LLC
   Bankr. M.D. Fla. Case No. 09-28510
      Chapter 11 Petition filed December 15, 2009
         See http://bankrupt.com/misc/flmb09-28510.pdf

In Re Dave's Home Helper Service, Inc.
        aka Dave Curtin
        aka George David Curtin
   Bankr. M.D. Fla. Case No. 09-28519
      Chapter 11 Petition filed December 15, 2009
         See http://bankrupt.com/misc/flmb09-28519.pdf

In Re Diksha, Inc.
        dba Lemon Bay Drugs East
   Bankr. M.D. Fla. Case No. 09-28475
      Chapter 11 Petition filed December 15, 2009
         See http://bankrupt.com/misc/flmb09-28475.pdf

In Re James E. Morgan, Jr.
   Bankr. M.D. Fla. Case No. 09-10506
      Chapter 11 Petition filed December 15, 2009
         See http://bankrupt.com/misc/flmb09-10506.pdf

In Re Dominga E. Lafontant
   Bankr. S.D. Fla. Case No. 09-37701
      Chapter 11 Petition filed December 15, 2009
         See http://bankrupt.com/misc/flsb09-37701.pdf

In Re Joseph A. Menconi
      Mary S. Menconi
   Bankr. N.D. Ill. Case No. 09-47367
      Chapter 11 Petition filed December 15, 2009
         See http://bankrupt.com/misc/ilnb09-47367.pdf

In Re Thurman Phemister
   Bankr. S.D. Ill. Case No. 09-42025
      Chapter 11 Petition filed December 15, 2009
         See http://bankrupt.com/misc/ilsb09-42025.pdf

In Re Dogwood Lakes Camping & Resort, LLC
   Bankr. W.D. Ky. Case No. 09-41991
      Chapter 11 Petition filed December 15, 2009
         See http://bankrupt.com/misc/kywb09-41991.pdf

In Re Enoc Taveras
   Bankr. Mass. Case No. 09-45353
      Chapter 11 Petition filed December 15, 2009
         See http://bankrupt.com/misc/mab09-45353.pdf

In Re Five Dollar Properties, LLC
        fka 13040 US 31 Properties, LLC
   Bankr. W.D. Mich. Case No. 09-14604
      Chapter 11 Petition filed December 15, 2009
         See http://bankrupt.com/misc/miwb09-14604.pdf

In Re David F. Corrigan
      Nancy J. Corrigan
   Bankr. N.J. Case No. 09-43756
      Chapter 11 Petition Filed December 15, 2009
         Filed As Pro Se

In Re Technical Photography, Inc.
   Bankr. N.J. Case No. 09-43787
      Chapter 11 Petition filed December 15, 2009
         See http://bankrupt.com/misc/njb09-43787.pdf

In Re Astoria Marble, Inc.
        dba Astoria Tile
   Bankr. E.D. N.Y. Case No. 09-51035
      Chapter 11 Petition filed December 15, 2009
         See http://bankrupt.com/misc/nyeb09-51035.pdf

In Re Accu-Mail of Puerto Rico, Inc.
   Bankr. Puerto Rico Case No. 09-10712
      Chapter 11 Petition filed December 15, 2009
         See http://bankrupt.com/misc/prb09-10712.pdf

In Re Blue Ox Publishing, Inc.
   Bankr. Puerto Rico Case No. 09-10706
      Chapter 11 Petition filed December 15, 2009
         See http://bankrupt.com/misc/prb09-10706.pdf

In Re Editorial Chic, Inc.
   Bankr. Puerto Rico Case No. 09-10708
      Chapter 11 Petition filed December 15, 2009
         See http://bankrupt.com/misc/prb09-10708.pdf

In Re Hormigonera Del Toa, Inc.
   Bankr. Puerto Rico Case No. 09-10725
      Chapter 11 Petition filed December 15, 2009
         See http://bankrupt.com/misc/prb09-10725.pdf

In Re Shepherd Publishing, Inc.
   Bankr. Puerto Rico Case No. 09-10709
      Chapter 11 Petition filed December 15, 2009
         See http://bankrupt.com/misc/prb09-10709.pdf

In Re Jules Deas, Jr.
      Leigh T. Deas
   Bankr. S.C. Case No. 09-09363
      Chapter 11 Petition filed December 15, 2009
         See http://bankrupt.com/misc/scb09-09363.pdf

In Re Cobalt Worldwide, LLC
   Bankr. M.D. Tenn. Case No. 09-14291
      Chapter 11 Petition filed December 15, 2009
         See http://bankrupt.com/misc/tnmb09-14291p.pdf
         See http://bankrupt.com/misc/tnmb09-14291c.pdf

In Re Gallatin Square Company
   Bankr. M.D. Tenn. Case No. 09-14309
      Chapter 11 Petition Filed December 15, 2009
         Filed As Pro Se

In Re 111 Main Street Realty Group, LLC
   Bankr. Vt. Case No. 09-11476
      Chapter 11 Petition filed December 15, 2009
         See http://bankrupt.com/misc/vtb09-11476p.pdf
         See http://bankrupt.com/misc/vtb09-11476c.pdf

In Re Gene D. Rogers
      Sandra L. Rogers
   Bankr. Ariz. Case No. 09-32424
      Chapter 11 Petition filed December 16, 2009
         See http://bankrupt.com/misc/azb09-32424.pdf

In Re Palo Desert Development, LLC
   Bankr. Ariz. Case No. 09-32416
      Chapter 11 Petition filed December 16, 2009
         See http://bankrupt.com/misc/azb09-32416.pdf

In Re Jake Mosby, Jr.
      Frances Marie Mosby
   Bankr. E.D. Ark. Case No. 09-19197
      Chapter 11 Petition filed December 16, 2009
         See http://bankrupt.com/misc/areb09-19197.pdf

In Re Woody's Trucking, Inc.
   Bankr. M.D. Fla. Case No. 09-28549
      Chapter 11 Petition filed December 16, 2009
         See http://bankrupt.com/misc/flmb09-28549p.pdf
         See http://bankrupt.com/misc/flmb09-28549c.pdf

In Re Roos XVIII, Inc.
        dba Mattress King
   Bankr. N.D. Ga. Case No. 09-93109
      Chapter 11 Petition filed December 16, 2009
         See http://bankrupt.com/misc/ganb09-93109.pdf

In Re Michael Brenton Sherow
      Dena Elaine Sherow
   Bankr. Kan. Case No. 09-14148
      Chapter 11 Petition filed December 16, 2009
         See http://bankrupt.com/misc/ksb09-14148.pdf

In Re Gordon Stuart Bjorkman, Jr.
      Jane Christine Keller
        aka Jane Christine Harris
        aka Jane Keller Sass
   Bankr. Md. Case No. 09-34587
      Chapter 11 Petition filed December 16, 2009
         See http://bankrupt.com/misc/mdb09-34587.pdf

In Re Iliian Tokev
      Yelena Tokev
   Bankr. Nev. Case No. 09-33555
      Chapter 11 Petition filed December 16, 2009
         See http://bankrupt.com/misc/nvb09-33555.pdf

In Re Marc R. Buckwalter
      Maria L. Buckwalter
   Bankr. Nev. Case No. 09-33552
      Chapter 11 Petition filed December 16, 2009
         See http://bankrupt.com/misc/nvb09-33552.pdf

In Re Tashera J. Simmons
      Earl Simmons
   Bankr. S.D. N.Y. Case No. 09-24358
      Chapter 11 Petition filed December 16, 2009
         See http://bankrupt.com/misc/nysb09-24358.pdf

In Re Reginald T. Hubbard
      Iris S. Hubbard
   Bankr. W.D. N.C. Case No. 09-33492
      Chapter 11 Petition filed December 16, 2009
         See http://bankrupt.com/misc/ncwb09-33492.pdf

In Re CONFLOR INC.
   Bankr. Puerto Rico Case No. 09-10746
      Chapter 11 Petition filed December 16, 2009
         See http://bankrupt.com/misc/prb09-10746.pdf

In Re Howard Scott Ross
   Bankr. N.D. Ala. Case No. 09-85109
      Chapter 11 Petition filed December 17, 2009
         See http://bankrupt.com/misc/alnb09-85109.pdf

In Re MLD Investments LLC
   Bankr. Ariz. Case No. 09-32642
      Chapter 11 Petition filed December 17, 2009
         See http://bankrupt.com/misc/azb09-32642.pdf

In Re JSC & Tech, Inc.
        dba Fresco Market
   Bankr. C.D. Calif. Case No. 09-45785
      Chapter 11 Petition filed December 17, 2009
         See http://bankrupt.com/misc/cacb09-45785.pdf

In Re Donald Louis Raffo
        aka DLR Construction
   Bankr. N.D. Calif. Case No. 09-34006
      Chapter 11 Petition Filed December 17, 2009
         Filed As Pro Se

In Re McBride's Concrete Construction Inc.
   Bankr. M.D. Fla. Case No. 09-28686
      Chapter 11 Petition filed December 17, 2009
         See http://bankrupt.com/misc/flmb09-28686.pdf

In Re Sr. J. V. Cook
        aka Inc. J.V. Cook
   Bankr. N.D. Ill. Case No. 09-47611
      Chapter 11 Petition filed December 17, 2009
         See http://bankrupt.com/misc/ilnb09-47611.pdf

In Re County Roofing And Siding Co.
   Bankr. Md. Case No. 09-34649
      Chapter 11 Petition filed December 17, 2009
         See http://bankrupt.com/misc/mdb09-34649.pdf

In Re Jabbok International Ministries, Inc.
        fdba Jabbok Ministries'
        fdba Jabbok Christ Center Ministries
   Bankr. Md. Case No. 09-34611
      Chapter 11 Petition filed December 17, 2009
         See http://bankrupt.com/misc/mdb09-34611.pdf

In Re Acu-Gen Biolab., Inc
   Bankr. Mass. Case No. 09-45381
      Chapter 11 Petition Filed December 17, 2009
         Filed As Pro Se

In Re Roberto Soto Carreras
   Bankr. Puerto Rico Case No. 09-10782
      Chapter 11 Petition filed December 17, 2009
         See http://bankrupt.com/misc/prb09-10782.pdf

In Re Victore Mechanical Inc.
   Bankr. W.D. Texas Case No. 09-54945
      Chapter 11 Petition filed December 17, 2009
         See http://bankrupt.com/misc/txwb09-54945.pdf

In Re Central Elementary, LC
   Bankr. Utah Case No. 09-34052
      Chapter 11 Petition filed December 17, 2009
         See http://bankrupt.com/misc/utb09-34052.pdf

In Re Green Transport, LLC
   Bankr. N.D. Ala. Case No. 09-43734
      Chapter 11 Petition filed December 18, 2009
         See http://bankrupt.com/misc/alnb09-43734.pdf

In Re Central Arkansas Construction and Development, LLC
   Bankr. E.D. Ark. Case No. 09-19240
      Chapter 11 Petition filed December 18, 2009
         See http://bankrupt.com/misc/areb09-19240.pdf

In Re Danilo Solis Trinidad
        aka DFT Construction Inc.
      Lydia Flores Trinidad
        aka DFT Construction Inc
   Bankr. C.D. Calif. Case No. 09-27152
      Chapter 11 Petition filed December 18, 2009
         See http://bankrupt.com/misc/cacb09-27152.pdf

In Re Randall James Zitnik
      Jill Renee Zitnik
   Bankr. C.D. Calif. Case No. 09-40771
      Chapter 11 Petition filed December 18, 2009
         See http://bankrupt.com/misc/cacb09-40771.pdf

In Re The Islander Resort LLC
   Bankr. N.D. Calif. Case No. 09-34013
      Chapter 11 Petition filed December 18, 2009
         See http://bankrupt.com/misc/canb09-34013.pdf

In Re Kevin Gregory Bruce
      Nhu Thuy Bruce
        fka Nhu T. Nguyen
   Bankr. Colo. Case No. 09-37040
      Chapter 11 Petition filed December 18, 2009
         See http://bankrupt.com/misc/cob09-37040.pdf

In Re Farnbacher Loles Partners, LLC
   Bankr. Del. Case No. 09-14456
      Chapter 11 Petition filed December 18, 2009
         See http://bankrupt.com/misc/deb09-14456.pdf

   In Re Farnbacher Loles Street Racing, LLC
   Bankr. Del. Case No. 09-14457
      Chapter 11 Petition filed December 18, 2009
         See http://bankrupt.com/misc/deb09-14457.pdf

In Re Cascade Radiology Consultants, P.C
   Bankr. N.D. Ga. Case No. 09-93278
      Chapter 11 Petition filed December 18, 2009
         See http://bankrupt.com/misc/ganb09-93278.pdf

In Re Teresa C. Mitchell
   Bankr. N.D. Ga. Case No. 09-92930
      Chapter 11 Petition filed December 15, 2009
         See http://bankrupt.com/misc/ganb09-92930.pdf

In Re Southern Line Services, Inc.
        aka Harold A. Goldman, Jr.
   Bankr. S.D. Ga. Case No. 09-13124
      Chapter 11 Petition filed December 15, 2009
         See http://bankrupt.com/misc/gasb09-13124p.pdf
         See http://bankrupt.com/misc/gasb09-13124c.pdf

In Re Honolulu Symphony Society
   Bankr. Hawaii Case No. 09-02978
      Chapter 11 Petition filed December 18, 2009
         See http://bankrupt.com/misc/hib09-02978.pdf

In Re Mohammad Salim
   Bankr. N.D. Ill. Case No. 09-47868
      Chapter 11 Petition filed December 18, 2009
         See http://bankrupt.com/misc/ilnb09-47868.pdf

In Re Norma C. Hines
   Bankr. N.D. Ill. Case No. 09-47930
      Chapter 11 Petition filed December 18, 2009
         See http://bankrupt.com/misc/ilnb09-47930.pdf

In Re Al Muehlberger Concrete Construction, Inc.
   Bankr. Kan. Case No. 09-24206
      Chapter 11 Petition filed December 18, 2009
         See http://bankrupt.com/misc/ksb09-24206p.pdf
         See http://bankrupt.com/misc/ksb09-24206c.pdf

In Re Brown Drake Development
   Bankr. W.D. Mich. Case No. 09-90923
      Chapter 11 Petition filed December 18, 2009
         See http://bankrupt.com/misc/miwb09-90923.pdf

In Re Rebedon, Inc.
        dba Gust Asp Party Store
   Bankr. W.D. Mich. Case No. 09-90924
      Chapter 11 Petition filed December 18, 2009
         See http://bankrupt.com/misc/miwb09-90924.pdf

In Re Duluth Management, Inc.
        dba Shenanigan's Fine Wines
        dba Shenanigan's Liquors
        dba Shenanigan's Wine & Spirits
   Bankr. Minn. Case No. 09-38892
      Chapter 11 Petition filed December 18, 2009
         See http://bankrupt.com/misc/mnb09-38892.pdf

In Re KC Smokestack BBQ, Inc., a Missouri Corp.
   Bankr. W.D. Mo. Case No. 09-46208
      Chapter 11 Petition filed December 18, 2009
         See http://bankrupt.com/misc/mowb09-46208.pdf

In Re Robert Thaddeus Madej
      Diana Yvonne Madej
   Bankr. Neb. Case No. 09-83393
      Chapter 11 Petition Filed December 18, 2009
         Filed As Pro Se

In Re Aerotech Services Inc.
   Bankr. Nev. Case No. 09-54509
      Chapter 11 Petition filed December 18, 2009
         See http://bankrupt.com/misc/nvb09-54509.pdf

In Re Jose Sanchez-Balcazar
      Maria Sanchez
   Bankr. Nev. Case No. 09-33704
      Chapter 11 Petition filed December 18, 2009
         See http://bankrupt.com/misc/nvb09-33704.pdf

In Re Tiger Truck Manufacturing, LLC
        aka Tiger Truck, LLC
   Bankr. E.D. Okla. Case No. 09-82204
      Chapter 11 Petition Filed December 18, 2009
         Filed As Pro Se

In Re Hobart Blake Hansard
      Jackie Latham Hansard
   Bankr. S.C. Case No. 09-09440
      Chapter 11 Petition filed December 18, 2009
         See http://bankrupt.com/misc/scb09-09440.pdf

In Re Ronald Luther Cansler
        dba Bud's Auto Service
      Peggy Elizabeth Cansler
   Bankr. E.D. Tenn. Case No. 09-18132
      Chapter 11 Petition filed December 18, 2009
         See http://bankrupt.com/misc/tneb09-18132.pdf

In Re Cafe Luna
   Bankr. E.D. Wis. Case No. 09-37991
      Chapter 11 Petition filed December 18, 2009
         See http://bankrupt.com/misc/wieb09-37991.pdf

In Re Roy Kenneth Battson
        aka Ken Battson
        aka Roy Battson
   Bankr. Wyo. Case No. 09-21276
      Chapter 11 Petition Filed December 18, 2009
         Filed As Pro Se

In Re Gerry A. Leones
      Lorizel C. Leones
   Bankr. N.D. Calif. Case No. 09-61158
      Chapter 11 Petition filed December 19, 2009
         See http://bankrupt.com/misc/canb09-61158.pdf

In Re Kitchens By Wieland, Inc.
   Bankr. E.D. Pa. Case No. 09-23290
      Chapter 11 Petition filed December 19, 2009
         See http://bankrupt.com/misc/paeb09-23290p.pdf

In Re Barbara Teesha Schulz
        aka Teesha Schulz
  Bankr. Ariz. Case No. 09-32829
      Chapter 11 Petition filed December 20, 2009
         See http://bankrupt.com/misc/azb09-32829.pdf

In Re ABH LLC 1
   Bankr. Del. Case No. 09-14485
      Chapter 11 Petition filed December 21, 2009
         See http://bankrupt.com/misc/deb09-14485.pdf

   In Re ABH LLC 2
   Bankr. Del. Case No. 09-14486
      Chapter 11 Petition filed December 21, 2009
         See http://bankrupt.com/misc/deb09-14486.pdf

In Re Taverna LLC
  Bankr. N.D. Ga. Case No. 09-93491
      Chapter 11 Petition filed December 21, 2009
         See http://bankrupt.com/misc/ganb09-93491.pdf

In Re Shiv Krupa LLC
        aka Jayantilal D Patel-Galel
        aka Jayanti D Galel
        aka Lilavatei J Patel
  Bankr. Kan. Case No. 09-14202
      Chapter 11 Petition filed December 21, 2009
         See http://bankrupt.com/misc/ksb09-14202.pdf

In Re Flores Nationwide Investments, Inc.
   Bankr. Minn. Case No. 09-38928
      Chapter 11 Petition filed December 21, 2009
         See http://bankrupt.com/misc/mnb09-38928.pdf

In Re Hylander Education LLC
   Bankr. Nev. Case No. 09-33736
      Chapter 11 Petition filed December 21, 2009
         See http://bankrupt.com/misc/nvb09-33736.pdf

In Re Sutter Street Investments, LLC
        dba Sheri's Cabaret
   Bankr. Nev. Case No. 09-33762
      Chapter 11 Petition filed December 21, 2009
         See http://bankrupt.com/misc/nvb09-33762.pdf

In Re 7940 Jericho Turnpike Corp
        dba Speranza Food Studio
   Bankr. E.D. N.Y. Case No. 09-79743
      Chapter 11 Petition Filed December 21, 2009
         Filed As Pro Se

In Re MG Coffee, Inc.
        dba Coffee Contigo
   Bankr. S.D. Texas Case No. 09-39637
      Chapter 11 Petition filed December 21, 2009
         See http://bankrupt.com/misc/txsb09-39637.pdf

In Re VADA Group, Ltd
        dba Hooligan's Bar & Grill
   Bankr. W.D. Texas Case No. 09-54988
      Chapter 11 Petition filed December 21, 2009
         See http://bankrupt.com/misc/txwb09-54988.pdf

In Re Northern Virginia M.R.I., JV
   Bankr. E.D. Va. Case No. 09-20360
      Chapter 11 Petition filed December 21, 2009
         See http://bankrupt.com/misc/vaeb09-20360.pdf

In Re Proaction Network, LLC
   Bankr. Ariz. Case No. 09-33071
      Chapter 11 Petition filed December 22, 2009
         See http://bankrupt.com/misc/azb09-33071.pdf

In Re Ali Kobaissi
   Bankr. C.D. Calif. Case No. 09-46218
      Chapter 11 Petition filed December 22, 2009
         See http://bankrupt.com/misc/cacb09-46218.pdf

In Re Maria Gallardo
   Bankr. C.D. Calif. Case No. 09-46284
      Chapter 11 Petition filed December 22, 2009
         See http://bankrupt.com/misc/cacb09-46284.pdf

In Re SCE Gaskets, Inc.
   Bankr. C.D. Calif. Case No. 09-27294
      Chapter 11 Petition filed December 22, 2009
         See http://bankrupt.com/misc/cacb09-27294.pdf

In Re Team KC, Inc.
   Bankr. Kan. Case No. 09-24233
      Chapter 11 Petition filed December 22, 2009
         See http://bankrupt.com/misc/ksb09-24233.pdf

In Re Tornado Pizza, LLC
   Bankr. Kan. Case No. 09-24232
      Chapter 11 Petition filed December 22, 2009
         See http://bankrupt.com/misc/ksb09-24232.pdf

In Re Arnold Nelson Gilmer, Jr.
   Bankr. Md. Case No. 09-35018
      Chapter 11 Petition filed December 22, 2009
         See http://bankrupt.com/misc/mdb09-35018.pdf

In Re 953 E. Sahara, L.P.
   Bankr. Nev. Case No. 09-33852
      Chapter 11 Petition filed December 22, 2009
         See http://bankrupt.com/misc/nvb09-33852.pdf

In Re Yuco, LLC
   Bankr. Nev. Case No. 09-33808
      Chapter 11 Petition filed December 22, 2009
         See http://bankrupt.com/misc/nvb09-33808.pdf

In Re Connolly Properties, Inc.
   Bankr. N.J. Case No. 09-44498
      Chapter 11 Petition filed December 22, 2009
         See http://bankrupt.com/misc/njb09-44498.pdf

In Re 304 Washington Ave, Inc.
   Bankr. E.D. N.Y. Case No. 09-51313
      Chapter 11 Petition filed December 22, 2009
         See http://bankrupt.com/misc/nyeb09-51313.pdf

In Re Chefs Diet Acquisition Corp.
   Bankr. S.D. N.Y. Case No. 09-24392
      Chapter 11 Petition Filed December 22, 2009
         Filed As Pro Se

In Re Ronald Allen Cillian
   Bankr. N.D. Ohio Case No. 09-22053
      Chapter 11 Petition filed December 22, 2009
         See http://bankrupt.com/misc/ohnb09-22053.pdf

In Re Adelin Pirollo
   Bankr. W.D. Pa. Case No. 09-29362
      Chapter 11 Petition filed December 22, 2009
         See http://bankrupt.com/misc/pawb09-29362.pdf

In Re SCSG, Inc.
        dba Sports City Sporting Goods
   Bankr. N.D. Texas Case No. 09-48059
      Chapter 11 Petition filed December 22, 2009
         See http://bankrupt.com/misc/txnb09-48059.pdf

In Re Sync Point Post, LLC
   Bankr. N.D. Texas Case No. 09-38657
      Chapter 11 Petition filed December 22, 2009
         See http://bankrupt.com/misc/txnb09-38657.pdf

In Re Haymarket Transportation, Inc.
   Bankr. E.D. Va. Case No. 09-20389
      Chapter 11 Petition filed December 22, 2009
         See http://bankrupt.com/misc/vaeb09-20389.pdf

In Re Michael W. Mann
      Anne V. Mann
   Bankr. Ariz. Case No. 09-33118
      Chapter 11 Petition filed December 23, 2009
         See http://bankrupt.com/misc/azb09-33118.pdf

In Re Circle T Trucking, Ltd.
   Bankr. E.D. Ark. Case No. 09-19353
      Chapter 11 Petition filed December 23, 2009
         See http://bankrupt.com/misc/areb09-19353.pdf

In Re Thomas E. Stoltman
      Shelley A. Stoltman
        aka Thompson
   Bankr. C.D. Calif. Case No. 09-15399
      Chapter 11 Petition Filed December 23, 2009
         Filed As Pro Se

In Re Tomblin & Associates, a California General Partnership
        aka Gibraltar Ave. Properties
        aka Truro Ave. Properties
        aka Pepper Ave. Properties III
        aka Villa St. Properties I
        aka 99th St. Properties II
        aka Villa St. Properties II
        aka 227th St. Properties II
        aka Glen Ave. Properties
        aka 8th Ave. Properties
        aka Lake Hughes Properties II
        aka Lake Hughes Properties I
        aka Lenox Ave. Properties
        aka Pepper Ave. Properties II
        aka Lake Hughes Properties III
        aka 99th St. Properties I
        aka 227th St. Properties I
   Bankr. C.D. Calif. Case No. 09-46405
      Chapter 11 Petition filed December 23, 2009
         See http://bankrupt.com/misc/cacb09-46405.pdf

In Re Charles Leanthers Coffey
   Bankr. N.D. Calif. Case No. 09-72280
      Chapter 11 Petition Filed December 23, 2009
         Filed As Pro Se

In Re Bartholomew Trucking, Inc.
   Bankr. S.D. Calif. Case No. 09-19677
      Chapter 11 Petition filed December 23, 2009
         See http://bankrupt.com/misc/casb09-19677.pdf

In Re Bundy Trucking, Inc.
   Bankr. S.D. Calif. Case No. 09-19671
      Chapter 11 Petition filed December 23, 2009
         See http://bankrupt.com/misc/casb09-19671.pdf
         See http://bankrupt.com/misc/paeb09-23290c.pdf

In Re Live Data Group, Inc.
   Bankr. S.D. Fla. Case No. 09-38476
      Chapter 11 Petition filed December 23, 2009
         See http://bankrupt.com/misc/flsb09-38476.pdf

In Re Benjamin W. Weaver
      Brooke S. Weaver
   Bankr. Kan. Case No. 09-14241
      Chapter 11 Petition filed December 23, 2009
         See http://bankrupt.com/misc/ksb09-14241p.pdf
         See http://bankrupt.com/misc/ksb09-14241c.pdf

In Re Hydro Tec Marine Performance, Inc.
   Bankr. W.D. Mo. Case No. 09-62916
      Chapter 11 Petition filed December 23, 2009
         See http://bankrupt.com/misc/mowb09-62916.pdf

In Re Carolina Commons Development Group, LP
        dba Carolina Commons Development Group, LP
   Bankr. E.D. N.C. Case No. 09-11230
      Chapter 11 Petition filed December 23, 2009
         See http://bankrupt.com/misc/nceb09-11230.pdf

In Re Magtat Corporation
   Bankr. W.D. Pa. Case No. 09-29416
      Chapter 11 Petition filed December 24, 2009
         See http://bankrupt.com/misc/pawb09-29416p.pdf
         See http://bankrupt.com/misc/pawb09-29416c.pdf

In Re Blaine C. Smith
        dba Blaine Smith Construction
      Donna K. Smith
   Bankr. M.D. Tenn. Case No. 09-14640
      Chapter 11 Petition filed December 23, 2009
         See http://bankrupt.com/misc/tnmb09-14640.pdf

In Re Nilesh Enterprises, Inc.
   Bankr. W.D. Texas Case No. 09-55023
      Chapter 11 Petition filed December 23, 2009
         See http://bankrupt.com/misc/txwb09-55023.pdf

In Re Thyme Matters, Inc.
   Bankr. W.D. Texas Case No. 09-32851
      Chapter 11 Petition filed December 23, 2009
         See http://bankrupt.com/misc/txwb09-32851.pdf

In Re EDH Properties, LLC
   Bankr. Wyo. Case No. 09-21299
      Chapter 11 Petition filed December 23, 2009
         See http://bankrupt.com/misc/wyb09-21299.pdf

In Re Clickandlist Realty, Inc.
        aka click and list
        aka First Choice Financial
   Bankr. C.D. Calif. Case No. 09-27450
      Chapter 11 Petition filed December 24, 2009
         See http://bankrupt.com/misc/cacb09-27450.pdf

In Re Ocean Development 1, LLC
   Bankr. S.D. Fla. Case No. 09-38535
      Chapter 11 Petition filed December 24, 2009
         See http://bankrupt.com/misc/flsb09-38535.pdf

In Re Plaza Mexico Inc.
        dba Mama Mexico
   Bankr. S.D. N.Y. Case No. 09-17574
      Chapter 11 Petition filed December 24, 2009
         See http://bankrupt.com/misc/nysb09-17574.pdf

In Re RLN Realty Corp
   Bankr. S.D. N.Y. Case No. 09-24417
      Chapter 11 Petition filed December 24, 2009
         See http://bankrupt.com/misc/nysb09-24417.pdf

In Re Paint Rock Turf, LLC
   Bankr. N.D. Ala. Case No. 09-43778
      Chapter 11 Petition filed December 26, 2009
         See http://bankrupt.com/misc/alnb09-43778.pdf

In Re Lou's Tivoli Gardens Inc.
   Bankr. Ariz. Case No. 09-33376
      Chapter 11 Petition filed December 28, 2009
         See http://bankrupt.com/misc/azb09-33376.pdf

In Re Corrine Elaine Cushing
        aka Corrine Cushing
        aka Corrine E Cushing
   Bankr. C.D. Calif. Case No. 09-27495
      Chapter 11 Petition Filed December 28, 2009
         Filed As Pro Se

In Re RAD A, LLC.
   Bankr. M.D. Fla. Case No. 09-19689
      Chapter 11 Petition filed December 28, 2009
         See http://bankrupt.com/misc/flmb09-19689.pdf

In Re Timberwolf Organics, Inc.
   Bankr. M.D. Fla. Case No. 09-19701
      Chapter 11 Petition filed December 28, 2009
         See http://bankrupt.com/misc/flmb09-19701.pdf

In Re Central Illinois Taxi, Inc.
   Bankr. S.D. Ill. Case No. 09-33410
      Chapter 11 Petition filed December 28, 2009
         See http://bankrupt.com/misc/ilsb09-33410.pdf

In Re Misha, LLC
   Bankr. Nev Case No. 09-34133
      Chapter 11 Petition filed December 28, 2009
         See http://bankrupt.com/misc/nvb09-34133.pdf

In Re JD Fitness Management, Inc.
        dba Excelsior Athletic Club
        dba Excelsior Club
   Bankr. S.D. N.Y. Case No. 09-17575
      Chapter 11 Petition filed December 28, 2009
         See http://bankrupt.com/misc/nysb09-17575.pdf

In Re Megafit, Corp.
        dba Excelsior Athletic Club
        dba Excelsior Club
   Bankr. S.D. N.Y. Case No. 09-17577
      Chapter 11 Petition filed December 28, 2009
         See http://bankrupt.com/misc/nysb09-17577.pdf

In Re Zisco Restaurant LLC
        dba Highland Park Diner
   Bankr. W.D. N.Y. Case No. 09-23380
      Chapter 11 Petition filed December 28, 2009
         See http://bankrupt.com/misc/nywb09-23380.pdf

In Re Admiral Kitchens LLC
   Bankr. E.D. Pa. Case No. 09-19913
      Chapter 11 Petition Filed December 28, 2009
         Filed As Pro Se

In Re Hopeland Holdings, LLC
   Bankr. C.D. Calif. Case No. 09-46753
      Chapter 11 Petition filed December 29, 2009
         See http://bankrupt.com/misc/cacb09-46753.pdf

In Re David James Hair Studio
   Bankr. Colo. Case No. 09-37603
      Chapter 11 Petition filed December 29, 2009
         See http://bankrupt.com/misc/cob09-37603.pdf

In Re Level 1, Inc.
        dba Spice Modern Steakhouse
   Bankr. M.D. Fla. Case No. 09-19770
      Chapter 11 Petition filed December 29, 2009
         See http://bankrupt.com/misc/flmb09-19770.pdf

In Re Exit 218 Bar & Grille, LLC
        aka Bay 218, LLC
        aka Exit 218 Bar Grille, LLC
   Bankr. N.D. Ga. Case No. 09-94018
      Chapter 11 Petition filed December 29, 2009
         See http://bankrupt.com/misc/ganb09-94018.pdf

In Re Jacob Holdings, Inc.
        dba Mattress King
   Bankr. N.D. Ga. Case No. 09-94015
      Chapter 11 Petition filed December 29, 2009
         See http://bankrupt.com/misc/ganb09-94015.pdf

In Re 5800 S. Michigan, LLC
   Bankr. N.D. Ill. Case No. 09-49031
      Chapter 11 Petition filed December 29, 2009
         See http://bankrupt.com/misc/ilnb09-49031.pdf

In Re 7000 S. Parnell, LLC
    Bankr. N.D. Ill. Case No. 09-49033
       Chapter 11 Petition filed December 29, 2009
          See http://bankrupt.com/misc/ilnb09-49033.pdf

In Re Ada/Throop, LLC
   Bankr. N.D. Ill. Case No. 09-49039
      Chapter 11 Petition filed December 29, 2009
         See http://bankrupt.com/misc/ilnb09-49039.pdf

In Re Brown's Chicken & Pasta, Inc.
   Bankr. N.D. Ill. Case No. 09-49094
      Chapter 11 Petition filed December 29, 2009
         See http://bankrupt.com/misc/ilnb09-49094.pdf

In Re Ronald K. Jessup, II
      Gay F. Jessup
   Bankr. E.D. N.C. Case No. 09-11329
      Chapter 11 Petition filed December 29, 2009
         See http://bankrupt.com/misc/nceb09-11329.pdf

In Re Kennedy Plaza Associates, LLC
   Bankr. R.I. Case No. 09-14966
      Chapter 11 Petition Filed December 29, 2009
         Filed As Pro Se

In Re P.B. Empire, Inc.
   Bankr. S.D.N.Y. Case No. 09-17594
      Chapter 11 Petition filed December 29, 2009
         See http://bankrupt.com/misc/nysb09-17594.pdf

In Re Tecton Cafe Inc.
        dba Estancia 460
   Bankr. S.D. N.Y. Case No. 09-17595
      Chapter 11 Petition filed December 29, 2009
         See http://bankrupt.com/misc/nysb09-17595.pdf

In Re Harrell Signs, Inc.
   Bankr. E.D. Va. Case No. 09-75380
      Chapter 11 Petition filed December 29, 2009
         See http://bankrupt.com/misc/vaeb09-75380.pdf

In Re Petru Pop
      Maria Pop
        aka Maria Prejban
   Bankr. Ariz. Case No. 09-33666
      Chapter 11 Petition filed December 30, 2009
         See http://bankrupt.com/misc/azb09-33666.pdf

In Re Nancy Jean Wandlass
   Bankr. N.D. Calif. Case No. 09-34146
      Chapter 11 Petition Filed December 30, 2009
         Filed As Pro Se

In Re Parliament Coach Corporation
   Bankr. M.D. Fla. Case No. 09-29617
      Chapter 11 Petition filed December 30, 2009
         See http://bankrupt.com/misc/flmb09-29617.pdf

In Re Applewood Properties, Inc.
   Bankr. Mass. Case No. 09-45548
      Chapter 11 Petition filed December 30, 2009
         See http://bankrupt.com/misc/mab09-45548.pdf

In Re Third Ave. & St. Mark's, Inc.
        dba Continental
   Bankr. S.D. N.Y. Case No. 09-17623
      Chapter 11 Petition filed December 30, 2009
         See http://bankrupt.com/misc/nysb09-17623.pdf

In Re Southeastern Materials, Inc.
   Bankr. M.D. N.C. Case No. 09-52606
      Chapter 11 Petition filed December 30, 2009
         See http://bankrupt.com/misc/ncmb09-52606.pdf

In Re Echols Electronics Inc.
   Bankr. E.D. Pa. Case No. 09-19997
      Chapter 11 Petition Filed December 30, 2009
         Filed As Pro Se

In Re B & D Concrete, Inc.
   Bankr. Ariz. Case No. 09-33953
      Chapter 11 Petition filed December 31, 2009
         See http://bankrupt.com/misc/azb09-33953.pdf

In Re Stevie L. Steelman, Jr.
      Maryann Steelman
Bankr. Ariz. Case No. 09-33964
      Chapter 11 Petition Filed December 31, 2009
         See http://bankrupt.com/misc/azb09-33964.pdf

In Re Stevie L. Steelman, Sr.
      Cheryl L. Steelman
Bankr. Ariz. Case No. 09-33965
      Chapter 11 Petition Filed December 31, 2009
         See http://bankrupt.com/misc/azb09-33965.pdf

In Re Randall Wayne Ferneau
      Roberta Ann Ferneau
Bankr. C.D. Calif. Case No. 09-24610
      Chapter 11 Petition Filed December 31, 2009
         See http://bankrupt.com/misc/cacb09-24610.pdf

In Re Evan Kaplan
   Bankr. S.D. Fla. Case No. 09-39031
      Chapter 11 Petition Filed December 31, 2009
         See http://bankrupt.com/misc/flsb09-39031.pdf

In Re Lake Oconee Discount Beverage, LLC
        dba Beverage Warehouse
   Bankr. M.D. Ga. Case No. 09-54279
      Chapter 11 Petition Filed December 31, 2009
         See http://bankrupt.com/misc/gamb09-54279.pdf

In Re Graphic Ventures, Inc.
   Bankr. N.D. Ga. Case No. 09-94238
      Chapter 11 Petition Filed December 31, 2009
         See http://bankrupt.com/misc/ganb09-94238.pdf

In Re Roos XXXII, Inc.
        dba Mattress King
   Bankr. N.D. Ga. Case No. 09-94191
      Chapter 11 Petition Filed December 31, 2009
         See http://bankrupt.com/misc/ganb09-94191.pdf

In Re Sweet Auburn Bistro, LLC
   Bankr. N.D. Ga. Case No. 09-94317
      Chapter 11 Petition Filed December 31, 2009
         See http://bankrupt.com/misc/ganb09-94317.pdf

In Re JAJ Vitella, Inc.
   Bankr. N.J. Case No. 09-45338
      Chapter 11 Petition Filed December 31, 2009
         See http://bankrupt.com/misc/njb09-45338.pdf

In Re Timothy James Jessen
   Bankr. E.D. Tenn. Case No. 09-18356
      Chapter 11 Petition Filed December 31, 2009
         See http://bankrupt.com/misc/tneb09-18356.pdf

In Re Guess Transport Inc.
   Bankr. W.D. Wis. Case No. 09-18826
      Chapter 11 Petition Filed December 31, 2009
         See http://bankrupt.com/misc/wiwb09-18826.pdf

In Re Ambulatory Health Centers, Inc.,
      a California corporation
         dba Eastbluff Wellness and Walkin Center
   Bankr. C.D. Calif. Case No. 8-10-10001
      Chapter 11 Petition Filed January 1, 2010
         See http://bankrupt.com/misc/cacb8-10-10001.pdf

In Re Russell W. Bramy
        fdba Black Dog Realty
   Bankr. C.D. Calif. Case No. 6-10-10001
      Chapter 11 Petition Filed January 1, 2010
         See http://bankrupt.com/misc/cacb6-10-10001.pdf

In Re Amish Sureshchandra Purohit
      Marisha Amish Purohit
   Bankr. Ariz. Case No. 10-00006
      Chapter 11 Petition Filed January 2, 2010
         See http://bankrupt.com/misc/azb10-00006.pdf

In Re Hudson Financial Center, Inc.
   Bankr. N.D. Ga. Case No. 10-60080
      Chapter 11 Petition Filed January 2, 2010
         See http://bankrupt.com/misc/ganb10-60080.pdf

In Re Kenneth Michael Lipton
   Bankr. C.D. Calif. Case No. 10-10023
      Chapter 11 Petition Filed January 3, 2010
         See http://bankrupt.com/misc/cacb10-10023.pdf

In Re Painter's Mill Grille, LLC
        dba Cibo Bar & Grille
   Bankr. Md. Case No. 10-10026
      Chapter 11 Petition Filed January 3, 2010
         See http://bankrupt.com/misc/mdb10-10026.pdf

In Re 162 East Rancho Grande, LLC
   Bankr. Ariz. Case No. 10-00010
      Chapter 11 Petition Filed January 3, 2010
         See http://bankrupt.com/misc/azb10-00010.pdf

In Re 292 East Rancho Grande LLC
   Bankr. Ariz. Case No. 10-00009
      Chapter 11 Petition Filed January 3, 2010
         See http://bankrupt.com/misc/azb10-00009.pdf

In Re Rolin's Tire Service, Inc.
   Bankr. S.D. Ala. Case No. 10-00007
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/alsb10-00007.pdf

In Re John W. Beck, Jr.
   Bankr. Ariz. Case No. 10-00086
      Chapter 11 Petition filed January 4, 2010
         See http://bankrupt.com/misc/azb10-00086p.pdf
         See http://bankrupt.com/misc/paeb09-23290c.pdf

In Re Juan M. Monroy
      Lidia Monroy
   Bankr. Ariz. Case No. 10-00096
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/azb10-00096.pdf

In Re Regal Manor Townhouses
      c/o NSC Management Services
   Bankr. Ariz. Case No. 10-00028
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/azb10-00028.pdf

In Re 2317 Frederic LLC & Kevin & Anne Barnes
      Tenants in Common
   Bankr. C.D. Calif. Case No. 10-10031
      Chapter 11 Petition Filed January 4, 2010
         Filed As Pro Se

In Re Edge Manufacturing Inc.
   Bankr. C.D. Calif. Case No. 10-10110
      Chapter 11 Petition Filed January 4, 2010
         Filed As Pro Se

In Re Shanti Industries, Inc.
   Bankr. C.D. Calif. Case No. 10-10035
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/cacb10-10035.pdf

In Re Bualai White
   Bankr. E.D. Calif. Case No. 10-20029
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/caeb10-20029.pdf

In Re Karen Taylor Smith
   Bankr. S.D. Calif. Case No. 10-00064
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/casb10-00064.pdf

In Re Christina C. Soler
        aka Christina Rhodes
      Lionel Soler
   Bankr. M.D. Fla. Case No. 10-00055
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/flmb10-00055.pdf

In Re Georgia Land Investments, LLC
   Bankr. M.D. Fla. Case No. 10-00027
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/flmb10-00027.pdf

In Re Ingrid Elaine Walcott
   Bankr. M.D. Fla. Case No. 10-00026
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/flmb10-00026.pdf

In Re PlanFirst Financial Solutions, Inc.
   Bankr. M.D. Fla. Case No. 10-00033
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/flmb10-00033.pdf

   In Re PlanFirst Financial Solutions Marketing Corp.
   Bankr. M.D. Fla. Case No. 10-00035
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/flmb10-00035.pdf

   In Re My Debt Solution Now, Inc.
        fka PlanFirst Debt Solutions, Inc.
   Bankr. M.D. Fla. Case No. 10-00036
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/flmb10-00036.pdf

In Re William I. Yanes
   Bankr. S.D. Fla. Case No. 10-10084
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/flsb10-10084.pdf

In Re TIG Properties, LLP
   Bankr. N.D. Ga. Case No. 10-10033
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/ganb10-10033.pdf

In Re Carl Alan VanderWeyden
        fka Carl Alan VanderWeijden
        aka Alan VanderWeyden
   Bankr. W.D. Mich. Case No. 10-00018
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/miwb10-00018.pdf

In Re Jesus Gutierrez
      Elizabeth Gutierrez
   Bankr. Nev. Case No. 10-10025
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/nvb10-10025.pdf

In Re C&P Carbide Company, Inc.
   Bankr. N.J. Case No. 10-10106
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/njb10-10106.pdf

In Re Cornell Industries, Inc.
   Bankr. S.D. N.Y. Case No. 10-22005
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/nysb10-22005.pdf

In Re No Joes of Millbrook, Inc.
       dba Copperfields
   Bankr. S.D. N.Y. Case No. 10-35005
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/nysb10-35005.pdf

In Re Lee Quach
   Bankr. E.D. Pa. Case No. 10-10019
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/paeb10-10019.pdf

In Re Eduardo Cardona Sierra
   Bankr. Puerto Rico Case No. 10-00014
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/prb10-00014.pdf

In Re Villas Palmeras Funeral Inc.
   Bankr. Puerto Rico Case No. 10-00012
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/prb10-00012.pdf

In Re Robert J. Wilson
        dba Defeated Creek Marina
        dba Wilson Properties
      Norma Sue Wilson
        dba Defeated Creek Marina
        dba Wilson Properties
        dba Tailor Maids 4-U
   Bankr. M.D. Tenn. Case No. 10-00003
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/tnmb10-00003.pdf

In Re Acme Realty Plaza 64, Ltd.
   Bankr. E.D. Texas Case No. 10-40060
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/txeb10-40060.pdf

In Re HDM Financial Solutions Group LLC
   Bankr. N.D. Texas Case No. 10-40104
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/txnb10-40104.pdf

In Re Kings Landing Apartments II, LLC
        aka Cypress Chase Apartments
   Bankr. N.D. Texas Case No. 10-40100
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/txnb10-40100.pdf

In Re NYH Commons & Shop at the Commons LLC
   Bankr. N.D. Texas Case No. 10-40106
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/txnb10-40106.pdf

In Re Pioneer Austin East Development I, Ltd.
   Bankr. N.D. Texas Case No. 10-30177
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/txnb10-30177.pdf

In Re SGE Investments, Inc.
   Bankr. N.D. Texas Case No. 10-30154
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/txnb10-30154.pdf

In Re Corralejo, LLC
   Bankr. S.D. Texas Case No. 10-30187
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/txsb10-30187.pdf

In Re Entertainment 4 U LLC
        aka Tee's Bar and Lounge
   Bankr. S.D. Texas Case No. 10-30104
      Chapter 11 Petition Filed January 4, 2010
         Filed As Pro Se

In Re Leni, Inc.
        dba Rosennberg Chevron
   Bankr. S.D. Texas Case No. 10-30168
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/txsb10-30168.pdf

In Re L&K Berry Enterprises, Inc.
   Bankr. S.D. Texas Case No. 10-30112
      Chapter 11 Petition filed January 4, 2010
         See http://bankrupt.com/misc/txsb10-30112p.pdf
         See http://bankrupt.com/misc/paeb09-23290c.pdf

In Re BESM International, LLC
   Bankr. S.D. Texas Case No. 10-30165
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/txsb10-30165.pdf

In Re Donovan L. Thomas
        dba Lockhart Chiropractic Clinic
        dba Kyle Chiropractic Clinic
        dba Wellness Doctors.com
        fdba Monahans Chiropractic Clinic
        fdba Pecos Chiropractic Clinic
        fdba Ft. Stockton Chiropractic Clinic
        dba Central Texas Wellness Centers, LLC
        dba Lockhart Rehab and Wellness
   Bankr. W.D. Texas Case No. 10-50038
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/txwb10-50038.pdf

In Re Griffith Partners, LTD
   Bankr. W.D. Texas Case No. 10-10041
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/txwb10-10041.pdf

In Re Thomas R. Veihdeffer
   Bankr. E.D. Va. Case No. 10-70013
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/vaeb10-70013.pdf

In Re Souvenir City, Inc.
   Bankr. E.D. Va. Case No. 10-70015
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/vaeb10-70015.pdf

In Re Alpha Development, Inc.
   Bankr. N.D. W.Va. Case No. 10-00005
      Chapter 11 Petition filed January 4, 2010
         See http://bankrupt.com/misc/wvnb10-00005p.pdf
         See http://bankrupt.com/misc/paeb09-23290c.pdf



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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