TCR_Public/100113.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, January 13, 2010, Vol. 14, No. 12

                            Headlines


21ST CENTURY PROPERTIES: Voluntary Chapter 11 Case Summary
ABITIBIBOWATER INC: Hearing on Tacoma Mill Sale on Jan. 22
AMBABEN LLC: Case Summary & 20 Largest Unsecured Creditors
AMERICAN INT'L: House Oversight Committee to Question Geithner
APCO LIQUIDATING: EPA Directed to Turnover Subpoenaed Papers

ASARCO LLC: Creditors Want Payment of Postpetition Interests
ASARCO LLC: DBG Wants $585,975 Admin. Claim Allowed
ASARCO LLC: Withdraws Plea to Pay Bonuses to Directors
ASSOCIATED BANC: S&P Cuts Counterparty Credit Rating to 'BB-/B'
ATEF ADDAM: Case Summary & 20 Largest Unsecured Creditors

AURASOUND INC: Posts $532,160 Net Loss in September 30 Quarter
AVIZA TECHNOLOGY: Files Chapter 11 Plan of Liquidation
B&G FOODS: Moody's Upgrades Corporate Family Rating to 'B1'
B&G FOODS: S&P Assigns 'B+' Rating on $350 Mil. Senior Notes
BALLY TOTAL: Names Steven Barnhart as Senior VP and CFO

BENTLEY ENERGY: $6.6 Million Loan Default Prompts Ch. 11 Filing
BLUE HERON PAPER: Taps Barran Liebman as Employment Counsel
BOISE PAPER: S&P Keeps BB- Issue-Level Rating on $300MM Sr. Notes
BROADWAY MASS ASSOCIATES: Case Summary & Creditors List
BROCADE COMMUNICATIONS: Moody's Affirms 'Ba3' Corp. Family Rating

BUDDY QUITORIO: Case Summary & 20 Largest Unsecured Creditors
BURTON CREEK: Case Summary & 14 Largest Unsecured Creditors
CANOPY FINANCIAL: To Auction Assets on Jan. 26 Despite Conversion
CAPITAL GROWTH: Patrick Hanlin Steps Down as Board Member
CHAMPION PARTS: PBGC Assumes Four Underfunded Pension Plans

CHRISTOPHER FORRY: Case Summary & 20 Largest Unsecured Creditors
CIRCUIT CITY: WARN Claims to Be Tackled in Bankruptcy
CITIGROUP INC: Discloses Holding 10.8% Stake in Grupo Radio Centro
CITIGROUP INC: Discloses 9.9% Equity Stake in Wuhan (China)
CITIGROUP INC: To Issue SanDisk-Linked Securities

CITY OF SACRAMENTO: Moody's Downgrades Bonds to 'Ba3' From Aaa
CMS ENERGY: Fitch Assigns 'BB+' Rating on $300 Mil. Senior Notes
COATES INT'L: Hires Meyler & Company as Independent Auditor
COMSTOCK HOMEBUILDING: Royce & Associates Discloses 8.24% Stake
CONNECTOR 2000: S&P Downgrades Long-Term Rating on Bonds to 'D'

COOPER TIRE: Moody's Raises Corporate Family Rating to 'B2'
COREL CORP: Gets Delisting Notice from Nasdaq Stock Market
COREL CORP: To Reduce Global Workforce by 20%
CORNER HOME CARE: Case Summary & 20 Largest Unsec. Creditors
CRYSTAL LLC: Case Summary & 19 Largest Unsecured Creditors

CUBIC ENERGY: Granted Listing Compliance Extension by NYSE Amex
DAVID HERRICK: Updated Chapter 11 Case Summary
DAVID SALES: Case Summary & 5 Largest Unsecured Creditors
DON FARR MOVING : Voluntary Chapter 11 Case Summary
ELECTRONIC SENSOR: Halfmoon Bay Agrees to Defer Interest Payment

EMISPHERE TECHNOLOGIES: BAM Funds Disclose 3.09% Equity Stake
EMPIRE RESORTS: Sues Former CEO for Revealing Classified Info
EMRISE CORP: Receives NYSE Arca Non-Compliance Notice
EMERSON OVERLOOK: Wants to Hire Macey Wilensky as Bankr. Counsel
ENERGYCONNECT GROUP: Amends $5MM Aequitas Credit Facility

ESTELITA VALENTINO: Voluntary Chapter 11 Case Summary
EUGENE ARMSTRONG: Updated Chapter 11 Case Summary
EVOLUTION FUELS: Debt-for-Equity Swap Cuts Debt by $21 Million
FILI ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
FIRSTFED FINANCIAL: Case Summary & 16 Largest Unsecured Creditors

FORD MOTOR: Fitch Corrects Press Release; Lifts Rating to 'B-'
FULL OF FAITH MINISTRIES: Voluntary Chapter 11 Case Summary
G.A.F MANAGEMENT: Case Summary & 19 Largest Unsecured Creditors
GENERAL MOTORS: Continues Review of SAAB Bids Amid Wind Down Plans
GENERAL MOTORS: February 10 Set as Property Bar Date

GENERAL MOTORS: Old GM Wants Plan Exclusivity Until May 27
GENERAL MOTORS: New GM to Promptly Sell Nexteer Business
GENERAL MOTORS: Talks on Opel Restructuring Plan Resume Jan. 14
GENERAL MOTORS: Offering More Lease Deals, CEO Whitacre Says
GENMAR HOLDINGS: Committee Protest Sale of Assets to Buyers

GLOBAL DEMOLITION: Case Summary & 20 Largest Unsecured Creditors
GMI FINANCIAL: Voluntary Chapter 11 Case Summary
GOODY'S LLC: Plan Confirmation Objections Due February 19
GRAND APARTMENTS: Case Summary & 3 Largest Unsecured Creditors
GRAND SEAS: Wants Chapter 11 Plan Filing Extended until March 7

GREEKTOWN HOLDINGS: Fine Consulting Charges $2.5MM for Sept-Nov.
GREEKTOWN HOLDINGS: November Casino Revenues Total $28.4MM
GREEKTOWN HOLDINGS: U.S. Trustee Opposes Nunc Pro Tunc Retention
GRUBB & ELLIS: Wellington Management Discloses 20.83% Stake
GULFSTREAM CRANE: Files Schedules of Assets and Liabilities

HAEMACURE CORPORATION: Case Summary & 20 Largest Unsec. Creditors
HALCYON MUSIC PUBLISHING: Voluntary Chapter 11 Case Summary
HAVEN HEALTHCARE: Raymond Termini Pleads Guilty of Wire Fraud
HUNTINGTON RESTAURANTS: Case Summary & 13 Largest Unsec. Creditors
ILLINOIS FINANCE: S&P Downgrades Rating on Bonds to 'B'

IMAGE ENTERTAINMENT: Closes Sale of Preferred Stock
INFOLOGIX INC: Stockholders Approve 1-for-25 Reverse Stock Split
INNOPRIZE XIX: Chapter 11 Case Summary & Unsecured Creditor
INTERNATIONAL ALUMINUM: Taps Kurtzman Carson as Claims Agent
J. WILLIAM PUSTELAK: Case Summary & 20 Largest Unsecured Creditors

JAMES FAVINI: Case Summary & 4 Largest Unsecured Creditors
JAPAN AIRLINES: Chapter 11-Type Restructuring Needed for Tie Up
JAY DAVEY: Case Summary & 20 Largest Unsecured Creditors
JEFFREY FUNKE: Case Summary & 20 Largest Unsecured Creditors
JOANNE SANDBLOM: Sec. 341 Creditors Meeting Set for Feb. 12

JOHN RIDGWAY: Case Summary & 14 Largest Unsecured Creditors
JOSEPH GILCHRIST: Files Schedules of Assets and Liabilities
KERRY SEWARD HIX:  Voluntary Chapter 11 Case Summary
KIRBY AVENUE: Case Summary & 19 Largest Unsecured Creditors
LAMAR ARBORS: Files Schedules of Assets and Liabilities

LARRY BAGGS: Case Summary & 2 Largest Unsecured Creditors
LBJ LAKEFRONT: Sec. 341 Creditors Meeting Set for Feb. 2
LBJ LAKEFRONT: Taps Hohmann Taube as Bankruptcy Counsel
LEHMAN BROTHERS: Metavante Seeks Reversal in Lehman Swap Dispute
LEVEL 3: Fitch Affirms Issuer Default Rating at 'B-'

LEXINGTON PRECISION: Creditors Plan Won't Be Heard January 25
LITHIUM TECHNOLOGY: Names Timothy Ryder as Chief Financial Officer
LUNA INNOVATIONS: Adds Three New Independent Directors
LUNA INNOVATIONS: Posts Fourth Quarter Operating Results
LUNA INNOVATIONS: Emerges from Chapter 11 Reorganization

LYONDELL CHEMICAL: Sponsors Oppose Broader Scope for Examiner
LYONDELL CHEMICAL: Akzo Nobel Wants Prompt Decision on Pact
MAGNA ENTERTAINMENT: Reaches Agreement with Creditors Committee
MESA AIR: Has Interim Nod to Pay Prepetition Taxes & Fees
MESA AIR: Has Nod to Keep go! Mokulele Program

MESA AIR: Has Protocol to Limit Equity Trading to Save NOLs
METALDYNE CORP: Gets Nod to Send Plan to Creditors for Voting
METROMEDIA INT'L: Plan Outline Hearing Moved to February 12
MUZAK HOLDINGS: Wins Confirmation of Reorganization Plan
NEAL JONES: Case Summary & 20 Largest Unsecured Creditors

NEWPOINT FINANCIAL: Faces Securities Fraud; Receiver Appointed
NORANDA ALUMINUM: Inks Amended Establishment Deal With GOJ
NORTEL NETWORKS: $2.3 Mil. in Claims Changed Hands in 2 Weeks
NOVADEL PHARMA: Selects Steven Ratoof as President & CEO
NOVELIS INC: Completes Exchange Offer for 11-1/2% Senior Notes

OCCULOGIX INC: Inks Advisory Agreement With Greybrook Capital
PACIFIC GALVESTON: Files List of 20 Largest Unsecured Creditors
PACIFIC GALVESTON: Sec. 341 Creditors Meeting Set for Feb. 9
PAJAAMCO FAMILY: Taps Cardenas Whitis as Bankruptcy Counsel
PANOLAM HOLDINGS: Court Confirms Prepackaged Chapter 11 Plan

PECANS OF QUEEN: Files Schedules of Assets and Liabilities
PHILIP LEE KEESLING: Voluntary Chapter 11 Case Summary
PIER COLLISION CENTER: Case Summary & 20 Largest Unsec. Creditors
PROPEX INC: Creditors Facing Second Loss on Preferences
QL2 SOFTWARE: Files for Chapter 11 in Seattle

QUEST RESOURCE: Receives Non-Compliance Notice From NASDAQ
RALPH CALANDRELLA: Case Summary & 20 Largest Unsecured Creditors
R.H. DONNELLEY: Gets Confirmation of Plan of Reorganization
ROBERT FERLAND: Case Summary & 20 Largest Unsecured Creditors
SARGENT RANCH: Sec. 341 Creditors Meeting Set for Feb. 2

SHEARIN FAMILY: Court Sets Confirmation Hearing for January 21
SKI MARKET: Purchasers Have Until January 27 to File Offers
SONRISA PROPERTIES: Sec. 341 Creditors Meeting Set for Feb. 4
SONRISA PROPERTIES: Wants Karen Emmott as Bankruptcy Counsel
SONRISA REALTY: Sec. 341 Creditors Meeting Set for Feb. 4

SPANSION INC: Proposes Deal With AEHR Test Systems
SPANSION INC: Reports $1.5 Million Income for September Quarter
SPANSION INC: Says It Owes Nothing to Spansion Japan
SPANSION INC: Spansion Japan Wants Time to Elect on Foundry Pact
STANDARD FORWARDING: Files Schedules of Assets and Liabilities

STERLING FINANCIAL: Employees File Class-Action Lawsuit
TAYLOR-WHARTON: Stock Going to Investors for $12 Million
TIMOTHY SCHWARTZ: Sec. 341 Creditors Meeting Set for Feb. 12
TITLEMAX HOLDINGS: Ch. 11 Rolls Over Merrill $15M Cash Demand
TLC VISION: Files Schedules of Assets and Liabilities

TOP SHIPS: Provides Update on Charter Agreement
TRIBUNE CO: Interactive Unit Launches Representation Division
TRIMERIS INC: Receives Delisting Notice From NASDAQ
TRONOX WORLDWIDE: Near Settlement with Arco in Oil Pollution Suit
TUMBLEWEED INC: Court Confirms Chapter 11 Plan of Reorganization

TXCO RESOURCES: Court Set to Consider Sale Plan on January 19
VALHALLA INVESTMENT: SEC Charges Advisers of Fraud, Freezes Assets
VAN HUNTER: Sec. 341 Creditors Meeting Set for Feb. 5
WALTER DIAL: Files List of 20 Largest Unsecured Creditors
WALTER DAVID DIAL: Sec. 341 Creditors Meeting Set for Feb. 9

WALTER DAVID DIAL: Taps Nixon Law Firm as Bankruptcy Counsel
WASHINGTON MUTUAL: Deal Approved for BNY's $4.1 Bil. Claims
WASHINGTON MUTUAL: Proposes Old Republic & Zurich Pacts
WASHINGTON MUTUAL: Stipulation With Law Debenture Approved
WEISMAN ENTERPRISES: Case Summary & 9 Largest Unsecured Creditors

* Upcoming Meetings, Conferences and Seminars


                            *********

21ST CENTURY PROPERTIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: 21st Century Properties Inc.
        520 S Sepulveda Blvd, Ste 404
        Bel Air, CA 90049

Bankruptcy Case No.: 09-27480

Chapter 11 Petition Date: December 28, 2009

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

Judge: Geraldine Mund

Debtor's Counsel: Bruce M. Greenfield, Esq.
                  520 S Sepulveda Blvd #205
                  Bel Air, CA 90049
                  Tel: (310) 471-5115

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

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

According to the schedules, the Company has assets of $1,375,000,
and total debts of $800,000.

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

The petition was signed by Bruce M. Greenfield, CEO/president of
the Company.


ABITIBIBOWATER INC: Hearing on Tacoma Mill Sale on Jan. 22
----------------------------------------------------------
AbitibiBowater Inc. and its units ask the U.S. Bankruptcy Court to
authorize them to sell their former paper mill site in West Tacoma
to Ralston Investments, Inc., as purchaser, for $4.7 million
pursuant to a Purchase and Sale Agreement executed by the parties.

Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that the assets for sale under
the PSA relate to approximately 83 acres of real property
situated in Pierce County, Washington, generally known as the
"West Tacoma Mill," including all related improvements, all
privileges, appurtenances, easements, all fixed assets, all
utility and storage buildings or sheds, all other equipment and
parts.

The Debtors seek to convey and transfer the Assets to Ralston, on
an "as is, where is" basis.

Pursuant to the PSA, Ralston will pay the Debtors $4,500,000 for
the Assets, consisting of:

  (a) an earnest $100,000 deposit to be escrowed pending closing
      of the Sale; and

  (b) the balance payable in cash at Closing, subject to certain
      prorations and adjustments set forth under the PSA.

The Debtors seek to obtain the Court's approval of the sale
request no later than January 22, 2010.  The closing of the Sale
is anticipated to occur on February 15, 2010, or at an earlier
date as agreed by the parties.

The earnest money deposit is refundable to Ralston if the Debtors
(i) default, (ii) fail to obtain approval from the Bankruptcy
Court by January 22, 2010, or (iii) fail to obtain an amendment
to the proposed order relating to the Sale prior to the Closing
Date or, at Purchaser's election, if the Real Property is
condemned prior to the Closing Date.

The Debtors also seek authority to assume and assign to Ralston
certain executory contracts relating to the Assets, along with
proposed cure amounts, as of the Closing Date.  The Assigned
Contracts relate to the Real Property and serve no purpose other
than to support ownership and upkeep of the Real Property.

The interests of counterparties in the Assigned Contracts will be
protected, as Ralston will pay all amounts necessary to cure any
defaults under the Assigned Contracts in accordance with Section
365 of the Bankruptcy Code and will assume all of the Debtors'
obligations under the Assigned Contracts, Mr. Greecher notes.

Failure to obtain the Court's approval for the assumption and
assignment of any or all Assigned Contracts does not relieve
Ralston's obligation under the PSA or otherwise alter the
purchase price, Mr. Greecher adds.

A schedule of the Assumed Contracts under the West Tacoma Mill
Sale is available for free at:

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

                     2.5% Broker Commission

Upon Closing, the Debtors propose to pay a real estate commission
equal to 6% of the Purchase Price, or $270,000, to Vanessa Herzog
of CVG Kidder Mathews, a full service commercial brokerage firm,
which acts as the Debtors' broker.  Ralston also intends to pay a
real estate commission equal to 2.5% of the Purchase Price to Joe
Dejager of Kidder Mathews acting as Ralston's broker.

The Commission, which is well within the range customarily found
in similar real estate transactions, is particularly warranted in
the Debtors' cases given the Seller's Broker's involvement in the
marketing of the Assets since 2002, Mr. Greecher asserts.

Mr. Greecher maintains that the Sale will allow the Debtors to
realize approximately $4.5 million for assets that no longer
provide any commercial value to their operations and are not
necessary for its restructuring efforts.  At the same time, the
Debtors will realize approximately $30,000 in monthly savings
once the Assets, which have fully and exhaustively been marketed
over a seven-year period, are sold, he adds.

The proposed Sale is the product of good faith negotiations,
within the meaning of Section 363(m) of the Bankruptcy Code,
between the Debtors and Ralston, Mr. Greecher avers.  Ralston
does not share common ownership with any of the Debtors, and is
not otherwise affiliated with the Debtors or their officers and
directors.  No evidence of collusion or bad faith exists in
connection with the proposed Sale, Mr. Greecher further assures
the Court.

                     About AbitibiBowater Inc.

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).


AMBABEN LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Ambaben LLC
        588 N. Mollison Ave
        El Cajon, CA 92021

Bankruptcy Case No.: 10-00254

Chapter 11 Petition Date: January 8, 2010

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

Judge: Louise DeCarl Adler

Debtor's Counsel: Richard Gibson, Esq.
                  Gibson Law PC
                  21800 Oxnard Street, Suite 310
                  Woodland Hills, CA 91367
                  Tel: (818) 716-7950

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 $1,258,000,
and total debts of $4,588,366.

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/casb10-00254.pdf

The petition was signed by Hermant Patel, general manager of the
Company.


AMERICAN INT'L: House Oversight Committee to Question Geithner
--------------------------------------------------------------
House Oversight and Government Reform members will question
Treasury Secretary Timothy Geithner at a hearing during the week
of Jan. 18 about his role in the massive bailout of American
International Group Inc, according to ABI.

As reported in yesterday's Troubled Company Reporter, Thomas
Baxter Jr., general counsel at the Federal Reserve Bank of New
York, said in a Friday letter to Rep. Darrell Issa (R, Calif.),
ranking Republican on the House Committee on Oversight and
Government Reform, that Treasury Secretary Timothy Geithner --
then New York Fed President -- was not involved in deliberations
between the New York Fed and American International Group Inc.
over what AIG should disclose in regulatory filings.

                          About AIG Inc.

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.


APCO LIQUIDATING: EPA Directed to Turnover Subpoenaed Papers
------------------------------------------------------------
WestLaw reports that a liquidating trustee's need for documents
that were withheld by the Environmental Protection Agency
pursuant to the deliberative process privilege outweighed the
EPA's interest in withholding the documents, which thus had to be
disclosed.  The EPA "initiated" the underlying dispute by filing a
proof of claim in the Chapter 11 cases of a defunct oil company's
liquidating and stockholder trusts, seeking more than $10,000,000
in estimated costs for cleaning up an environmentally contaminated
site.  Moreover, the documents were relevant to a contractor's
investigation of the site and the process of determining the
proper cleanup procedure, and the liquidating trustee had no other
source for the same information, which was relevant to his effort
to determine the validity of the EPA's claim.  The record did not
support, furthermore, the contention that the production of the
documents would chill discussions between government officials,
the contractor's employees, and other parties involved in the
cleanup efforts.  In re Apco Liquidating Trust, --- B.R. ----,
2009 WL 4798218 (Bankr. M.D. La. Misc. No. 08-102) (Dodd, J.).

Headquartered in Oklahoma City, Oklahoma, APCO Liquidating Trust
and APCO Missing Stockholder Trust were created on behalf of the
common stockholders of APCO Oil Corporation.  The Debtors filed
for chapter 11 protection (Bankr. D. Del. Case No. 05-12355) on
August 19, 2005.  When the Debtor filed for protection, they
estimated assets and debts between $10 million to $50 million.  As
reported in the Troubled Company Reporter on Feb. 10, 2006, the
Bankruptcy Court confirmed the First Amended Liquidating Plan of
Reorganization filed by APCO Liquidating Trust and its debtor-
affiliate, APCO Missing Stockholder Trust.  John G. McMillian
serves as the Liquidating Trustee for the Apco Liquidation Trust
and Apco Missing Stockholder Trust under the confirmed plan, and
is represented by Neal H. Weinfield, Esq., and Matthew F. Prewitt,
Esq., at Greenberg Traurig, LLP, in Chicago, Ill., and Andree
Matherne Cullens, Esq., at Taylor, Porter, Brooks & Phillips LLP
in Baton Rouge, La.


ASARCO LLC: Creditors Want Payment of Postpetition Interests
------------------------------------------------------------
Several creditors and parties-in-interest filed separate
requests, asking the Court to compel Asarco LLC and its units to
pay postpetition interests and to reimburse attorneys' fees and
other costs and expenses associated and on account of their
claims.  The Filing Creditors include:

  -- Certain Allowed Workers Compensation Judgment Claim Holders
     represented by The Law Office of Garry Ferraris;

  -- ASM Capital L.P., ASM Capital II, L.P., and ASM Capital
     III, L.P.;

  -- Certain Asbestos Judgment Creditors represented by Asbestos
     Claimants represented by Roger Lucas, Esq., and Martin
     Berks, Esq., and creditors Charles R. Archer and Henry D.
     Hartwig;

  -- Deutsche Bank Securities Inc.;

  -- Industrial Development Authority of Gila County, Arizona;

  -- Certain Holders of General Unsecured Claims; and

  -- Strider Construction Company Inc.

The Creditors contend that their requests are based on Andrew S.
Hanen's Memorandum Opinion, Order of Confirmation and Injunction
entered November 13, 2009, confirming the Parent's Plan of
Reorganization for the Debtors.

The Memorandum Opinion ordered the payment of postpetition
interest to unsecured creditors.  The default rate for
postpetition interest was the federal judgment rate, but the
Memorandum and Order provided that an unsecured creditor could
file a request for a different rate.  The Creditors assert that
according to the Plan, they are entitled to reimbursement of
attorneys' fees and related costs.

                       About ASARCO LLC

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

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

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

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


ASARCO LLC: DBG Wants $585,975 Admin. Claim Allowed
---------------------------------------------------
DBG Benefit Solutions, Inc., an insurance broker, informs the
Court that it holds an administrative claim for $585,975 in
commissions based on its postpetition contract with ASARCO LLC
dated September 28, 2006.

By a letter dated May 22, 2009, ASARCO terminated the Contract
with DBG Benefit Solutions and denied any further obligations
under the Contract, relates Robert Yaquinto, Jr., Esq., at
Sherman & Yaquinto, L.L.P., in Dallas, Texas.  On May 29, 2009,
DBG notified ASARCO that pursuant to the terms of the Contract,
it was entitled to $130,000 for enrollment services and $690,675
in commissions.  In response to DBG's May 29 letter, ASARCO
asserted to withdraw the termination letter and issued a letter
that advises DBG that it will not renew the Contract and will
allow the Contract to terminate.

ASARCO terminated the Contract without cause on May 29, 2009, and
again on June 3, 2009, Mr. Yaquinto contends, on behalf of DBG.
He notes that the Contract provides that in the event ASARCO
terminates the Contract without cause, ASARCO will be required to
pay any commission, bonus, override or any other compensation set
forth under agreements between DBG and the product/service
providers, or commissions DBG would have otherwise been paid.

Mr. Yaquinto asserts that the ASARCO-DBG Contract was entered
into postpetition for services to be provided to ASARCO.
Pursuant to the Contract, DBG had negotiated a four-year contract
with Sunlife Insurance Company that called for monthly commission
payments of $15,025 to DBG.  At the time of Services Contract
termination, there were 39 months remaining on the contract with
Sunlife.

DBG, therefore, asks the Court to allow its administrative claim
for $585,975 and to direct ASARCO to pay the amount.

                       About ASARCO LLC

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

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

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

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


ASARCO LLC: Withdraws Plea to Pay Bonuses to Directors
------------------------------------------------------
ASARCO LLC notifies the U.S. Bankruptcy Court for the Southern
District of Texas that it is withdrawing, with prejudice, its
request to pay bonuses to Edward R. Caine and H. Malcolm Lovett,
Jr., as members of the Board of Directors of ASARCO LLC, and
former Chief Executive Officer Joseph F. Lapinsky.  The bonuses
aggregate $6.5 million.

Messrs. Lovett and Caine, in their capacity as Board members,
previously voted themselves eligible for bonuses, aggregating
$4 million.  They were the only board members that voted to
endorse that particular action.  Messrs. Caine, Lovett and
Lapinsky approved the bonuses over the objection of Carlos Ruiz
Sacristan, a third member of the Board of directors.  They also
voted to pay departing CEO, Mr. Lapinsky, a $2.5 million bonus in
addition to $1.65 million in severance and bonus payments he was
entitled to receive under his employment contract.  They are the
only directors to vote in favor of the CEO payments, with Mr.
Ruiz again objecting, and then voted to authorize Mr. Lapinsky to
take all steps necessary to require ASARCO LLC to make all the
payments, again being the only directors to vote in favor of that
particular action.  In this light, ASARCO LLC subsequently filed
a motion in Court, seeking authority to make the bonus payments.

ASARCO LLC has now informed the Court that it is retracting its
Directors' Bonus Payment Motion.  Pursuant to ASARCO LLC's
withdrawal notice, the Board voted by unanimous written consent
to rescind the actions at the behest of and for the sole benefit
of Messrs. Lovett, Caine and Lapinsky, according to ASARCO
counsel Charles A. Beckham, Jr., Esq., at Haynes and Boone, LLP,
in Houston, Texas.

Mr. Beckham contends that Bonus Payment Motion request is
withdrawn for these reasons:

  (a) It is in direct conflict with the requirements of Judge
      Hanen's supplement to the Confirmation Order.  Mr. Beckham
      asserts that ASARCO LLC and the Board could not allow that
      blatant violation of the Confirmation Order to continue
      unabated, and that alone is sufficient to cause withdrawal
      of the bonus payment request with prejudice;

  (b) The transaction in question -- endorsed only by the
      directors with a direct financial interest in the outcome
      -- cannot withstand the strict scrutiny to which it is
      subject under Delaware corporate law; and

  (c) The Board has determined that there is no legal precedent
      for the relief requested.

Mr. Beckham further asserts that Messrs. Caine and Lovett have
been paid in full their fees and expense reimbursements, and Mr.
Lapinsky has been paid in full his salary and expense
reimbursements plus an additional $1.65 million in severance and
bonus payments covered by his employment contract.  "The
Directors are entitled to no more under contract, or under the
Bankruptcy Code."

                 Parties Comment on Bonus Request

Also, prior to the filing of the Motion Withdrawal Notice, John
D. Low sent Judge Schmidt a letter, asserting that it would be
inequitable for Messrs. Caine, Lovett and Lapinsky to receive the
proposed bonus payout while completely ignoring the contribution
that the salaried workforce has made to the successful outcome of
the bankruptcy cases of ASARCO LLC and its debtor affiliates.
Mr. Low served as a veteran officer of ASARCO LLC before, during,
and after the Company's August 9, 2005 bankruptcy filing.

"I find it insulting that in the Joinder Motion filed on
December 8, 2009, 'Messrs. Caine, Lovett, and Lapinsky
acknowledge that the result obtained in this case is due to a
myriad of factors including the assistance of qualified counsel
and other case professionals as well as the committees and other
major creditor constituents,'" Mr. Low said.  "What about the
people that did the work of successfully rebuilding the company
during the period of the bankruptcy?  During the period of the
bankruptcy there have been six Directors, three CEOs, three CFOs,
three Treasurers, three leaders of Human Resources, and two
controllers," he noted.

The veteran officers and salaried employees have made tremendous
improvements in ASARCO LLC's business of making copper during the
52 months of the bankruptcy while maintaining continuity and
stability with employees, vendors, and customers, Mr. Low
asserted.  He insisted that it should be pointed out that there
is at least one factual error in ASARCO's request, and that is
the fact that the strike that forced ASARCO LLC to seek
bankruptcy protection was settled in November 2005 before Messrs.
Caine and Lovett joined the Board in December 2005.

"My comments are not intended to be critical of Messrs. Caine,
Lovett, or Lapinsky," Mr. Low said.  "Success has many fathers
and it is not equitable to reward some without rewarding all," he
contended.

In separate letters, Gary A. Miller and Douglas E. McAllister
also pointed out to Judge Schmidt the potential inequity of the
bonus request.  They noted that if success bonuses are to be
granted, ASARCO LLC's salaried group also deserves consideration.
Mr. McAllister is ASARCO's general counsel, vice president and
secretary.  Mr. Miller is ASARCO's Vice President Commercial
Division.

                   Lapinsky, et al., Object

Messrs. Caine, Lovett and Lapinsky jointly argue that the Court
should deny the attempted "withdrawal" of the bonus request, and
proceed to determine the appropriate amount of their bonus award.

Representing the Directors, David R. Jones, Esq., Porter &
Hedges, L.L.P., in Houston, Texas, contends that in withdrawing
the request, the "Parent/Reorganized ASARCO continues its past
practice of mischaracterizing the facts and accusing the
independent directors of bad acts."  He points out that
notwithstanding the efforts of the Parent/Reorganized ASARCO to
rescind the resolution, the Debtor has approved the bonus
payments.

"Messrs. Caine, Lovett and Lapinsky are entitled to a
determination from [the Bankruptcy] Court of the proper amount of
their bonuses," Mr. Jones argues.  "The Parent/Reorganized ASARCO
is free to object to the payment of any bonus amount.  Messrs.
Caine, Lovett and Lapinsky simply request that the Court evaluate
the result in this case, their efforts in obtaining the result
and the disproportionate level of compensation that they
received," he continues.

Messrs. Caine, Lovett and Lapinsky tell Judge Schmidt that they
want their day in Court for a determination by an impartial fact-
finder of the amount of their compensation.  Therefore, they ask
the Court to deny the Parent/Reorganized ASARCO's attempt to
prevent that consideration and set a hearing date to consider the
proper amount of the bonus payment.

                       About ASARCO LLC

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

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

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

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


ASSOCIATED BANC: S&P Cuts Counterparty Credit Rating to 'BB-/B'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit ratings on Associated Banc Corp. to 'BB-/B'
from 'BB+/B'.  S&P also lowered its counterparty credit ratings on
Associated Bank N.A. to 'BB+/B' from 'BBB-/A-3'.  The outlooks are
negative.

"The downgrade reflects Associated Banc's already elevated
nonperforming loans and charge-off rates, and S&P's expectation
for this negative trend to continue in 2010," said Standard &
Poor's credit analyst Sunsierre Newsome.

Credit quality has weakened significantly year-over-year, and the
rate of deterioration in Associated Banc's portfolios has exceeded
S&P's prior expectations.  Even with increased net charge-offs,
nonperforming assets remain very high.

Associated Banc posted its second quarterly loss for 2009 in the
fourth quarter.  The quarterly loss of $181 million is part of an
annual loss for 2009 of $161.2 million.  The bank's asset quality
difficulties, specifically its outsized exposures to commercial
real estate and construction loans, continue to affect its
earnings performance.

The company undertook a more in-depth review of its credit
portfolio in the fourth quarter, which resulted in higher
provisions ($395 million), higher charge-offs ($234 million), and
an increase in the allowance for loan losses (4.06% of loans).
These measures are up significantly from one year ago, when
provisions, charge-offs, and the loan-loss allowance were
$65 million, $45 million, and 1.63%, respectively.  S&P believes
that there could be additional credit losses throughout 2010, and
this is reflected in S&P's negative outlook.

The bank remains under a Memorandum of Understanding with the
Office of the Comptroller of the Currency -- its primary regulator
-- that it entered on Nov. 5, 2009.  The MOU invokes higher
capital requirements and cites the need for the bank to improve
the risk management of its loan portfolio.

S&P takes a positive view of Associated's announcement of a
$400 million common equity raise, which could keep capital above
the bank's higher ratio requirements under the MOU.  However, this
capital raise may be insufficient if credit quality continues to
deteriorate at a rapid pace.

The outlooks are negative.  If elevated credit losses continue to
pressure earnings and erode tangible capital, or if the capital
raise is unsuccessful, S&P may lower the ratings further.  Though
unlikely in the intermediate term, if asset quality measures
stabilize with a view toward minimal negative capital impact, S&P
could revise the outlook to stable.


ATEF ADDAM: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Atef Addam
          dba Fountan Valley Glass & Screen
          fdba Garden Grove Glass Fabrication
          dba Garden Grove Glass & SCreen Co.
          dba Grove & Glass & Screen
          dba Garden Grove Glass & Screen
          dba Garden Grove Glass Company
          aka Grove Glass Fabricators
          fdba Grove Glass Designs
          aka Garden Grove Glass Distributors
          dba Garden Grove Glass
        18984 Mount Cimarron Street
        Fountain Valley, CA 92708-7313

Bankruptcy Case No.: 09-24421

Chapter 11 Petition Date: December 28, 2009

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

Judge: Erithe A. Smith

Debtor's Counsel: Marc C. Forsythe, Esq.
                  18101 Von Karman Avenue, Ste 510
                  Irvine, CA 92612
                  Tel: (949) 798-2460
                  Fax: (949) 955-9437
                  Email: kmurphy@goeforlaw.com

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

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

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

             http://bankrupt.com/misc/cacb09-24421.pdf


AURASOUND INC: Posts $532,160 Net Loss in September 30 Quarter
--------------------------------------------------------------
AuraSound, Inc., reported a net loss of $532,160 on net sales of
$1,278,900 for the three months ended September 30, 2009, compared
to a net loss of $767,453 on net sales of $211,629 for the same
period ended September 30, 2008.

At September 30, 2009, the Company's consolidated balance sheets
showed $2,270,050 in total assets and $7,076,856 in total
liabilities, resulting in a $4,806,806 shareholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $2,183,156 in total current
assets available to pay $7,076,856 in total current liabilities.

A full-text copy of the Company's quarterly report is available at
no charge at http://researcharchives.com/t/s?4d49

                       Going Concern Status

During the three month period ended September 30, 2009, the
Company incurred losses of $532,160. The Company had an
accumulated deficit of $36,132,002 as of September 30, 2009.

"The Company has never been profitable and there can be no
assurances that it will ever be profitable or that it will survive
as a public company.

If the Company is unable to generate profits and unable to
continue to obtain financing for its working capital requirements,
it may have to curtail its business sharply or cease business
altogether."

                       About AuraSound Inc.

AuraSound, Inc. (OTC: ARAU) fka Hemcure, Inc., is a developer and
marketer of premium audio products.  The Company has focused on
the development of magnetic speaker motor designs to deliver audio
products to the original equipment manufacturer, home and
professional audio markets.  The Company's sales are made on an
OEM basis to manufacturers of high end speakers and sound systems.
AuraSound has developed miniaturized speakers that its tests
indicate will deliver sound quality to devices, as laptop
computers, flat-panel televisions, display screens, and mobile
phones.  Its micro-audio products have been tested and approved by
NEC, Quanta, Hewlett Packard and Acer, with NEC and Quanta already
designing its speakers into their new products.


AVIZA TECHNOLOGY: Files Chapter 11 Plan of Liquidation
------------------------------------------------------
Aviza Technology Inc., now known as ATI Liquidating, Inc., and its
units filed with the U.S. Bankruptcy Court a Plan of Liquidation
and an explanatory Disclosure Statement.

In September 2009, the Court approved the sale of most of the
assets of Aviza to Sumitomo Precision Products for $58 million.

According to the Disclosure Statement, the Plan will be
implemented by distributing cash received from the promissory
notes, liquidation of the Debtors' remaining assets and the wind-
down and upstreaming of cash by direct and indirect subsidiaries
of Aviza Technology to the Debtors.  After payment of or reserve
for asserted secured claims, the balance of the proceeds from the
purchase transaction and from the liquidation of the Debtors'
remaining assets will be used to pay allowed claims pursuant to
the priorities of the Bankruptcy Code.

The Disclosure Statement did not provide for the estimated
recovery by classes of claimants and interest holders.

The Plan provides for the consolidation of all assets and all
liabilities of the Debtors into a single estate.

A hearing to consider the adequacy of the information in the
Disclosure Statement is scheduled for February 11.

A copy of the Plan is available for free at:

     http://bankrupt.com/misc/Aviza_Chapter11Plan.pdf

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

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

                    About Aviza Technology Inc.

Headquartered in Scotts Valley, California, Aviza Technology Inc.
(NASDAQ GM:AVZA) -- http://www.aviza.com/-- designs,
manufactures, sells and supports semiconductor capital equipment
and process technologies for the global semiconductor industry and
related markets.  The Company's systems are used in a variety of
segments of the semiconductor market for advanced silicon for
memory devices, 3-D packaging and power integrated circuits for
communications.  The Company's manufacturing, R&D, sales and
customer support facilities are located in the United Kingdom,
Germany, France, Taiwan, China, Japan, Korea, Singapore and
Malaysia.

The Company and two of its subsidiaries, Aviza Inc. and Trikon
Technologies Inc., filed for Chapter 11 bankruptcy protection on
June 9, 2009 (Bankr. N.D. Calif. Case No. 09-54511).  Judge Roger
L. Efremsky presides over the Chapter 11 case.  Attorneys at the
Law Offices of Murray and Murray represent the Debtors.  At the
time of the filing, Aviza Technology estimated assets and debts of
$10 million to $50 million.


B&G FOODS: Moody's Upgrades Corporate Family Rating to 'B1'
-----------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
B&G Foods, Inc., to B1 from B2.  In addition, Moody's has assigned
a B2 rating to the proposed $350 million senior unsecured notes
due 2018.  The ratings on the senior unsecured notes are subject
to the review of final documentation.  The rating outlook is
stable.

The upgrade of the corporate family rating to B1 reflects B&G's
strong performance in 2009, reduced financial leverage and the
expectation for continued revenue and earnings growth in 2010.
The ratings and stable outlook reflect B&G's improved liquidity
profile and modest cash generation which benefit from the
company's high operating margins.  While Moody's continues to view
the company's dividend policy and appetite for debt-financed
acquisitions as aggressive, the company's high cash balances,
ongoing cash generation, reduced balance sheet debt and improving
interest coverage are expected to mitigate this risk over the
intermediate term.

Further, the rating action reflects the company's progress made to
strengthen its capital structure over the past six months.  The
final outcome of its capital market activities, which include the
refinancing of its pre-existing senior unsecured and subordinated
notes, should result in lower debt levels, an improved maturity
profile and lower interest rates going forward.

Proceeds of the notes issuance are anticipated to be used to
refinance existing debt of $310 million, early redemption premiums
and for other corporate purposes.  The proposed $350 million notes
are expected to be senior unsecured obligations of B&G maturing in
January of 2018.  The notes are expected to benefit from the
unconditional guarantee of all existing and future domestic
subsidiaries of B&G.

Ratings upgraded:

* Corporate family rating to B1 from B2;

* Probability of Default rating to B1 from B2;

* $25 million senior secured revolving credit facility to Ba1
  (LGD2, 13%) from Ba2 (LGD2, 10%); and

* $130 million senior secured term loan to Ba1 (LGD2, 13%) from
  Ba2 (LGD2, 10%).

Rating assigned:

* $350 million senior unsecured notes due 2018 at B2 (LGD4, 68%)

Moody's most recent rating action occurred on August 1, 2007,
upgraded the rating of B&G's senior unsecured notes to B2 from B3.

B&G Foods, Inc., based in Parsippany, New Jersey, is a
manufacturer and distributor of shelf-stable branded food products
including Cream of Wheat and Cream of Rice, Ortega, Maple Grove
Farms of Vermont, and Bloch & Guggenheimer.  Revenues for the
twelve months ended October 3, 2009, were approximately
$500 million.


B&G FOODS: S&P Assigns 'B+' Rating on $350 Mil. Senior Notes
------------------------------------------------------------
On Jan. 11, 2010, Standard & Poor's Rating Services assigned its
issue-level and recovery ratings to B&G Foods Inc.'s proposed
$350 million senior unsecured notes due 2018.  S&P assigned a 'B+'
issue rating (the same as the corporate credit rating on the
company) to the notes, and assigned a recovery rating of '4'
(indicating S&P's expectation of average (30%-50%) recovery in the
event of a payment default).  B&G will use the proceeds from the
notes offering to repay the company's existing senior notes due
2011 and senior subordinated notes due 2016.

S&P estimates that the Parsippany, New Jersey-based B&G Foods
currently has about $440 million of debt outstanding.  The outlook
on the 'B+' corporate credit rating is stable.

"The speculative grade ratings on B&G Foods reflect the company's
participation in the highly competitive, although somewhat
recession resistant, packaged foods industry," said Standard &
Poor's credit analyst Christopher Johnson.  Additional rating
factors include the company's history of debt financed
acquisitions, as well as its generally favorable operating
margins.

                           Ratings List

                             B&G Foods

         Corporate credit rating             B+/Stable/--

                            New Rating

              $350 mil. sr unsecd nts due 2018    B+
                Recovery rating                   4


BALLY TOTAL: Names Steven Barnhart as Senior VP and CFO
-------------------------------------------------------
Chicago Tribune reports that Bally Total Fitness appointed Steven
Barnhart, a former executive at Orbitz Worldwide, as its senior
vice president and chief financial officer to oversee the
Company's financial functions as well as its IT department.
Mr. Barnhart succeeds Bill Fanelli, who served as the Company's
interim CFO since June.

                     About Bally Total Fitness

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

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

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

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

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


BENTLEY ENERGY: $6.6 Million Loan Default Prompts Ch. 11 Filing
---------------------------------------------------------------
Patrick Danner at San Antonio Express-News reports that Bentley
Energy Corp., along with its affiliate, Sonterra Energy Corp.,
filed for Chapter 11 bankruptcy in the U.S. Bankruptcy Court in
San Antonio, Texas, after it defaulted on a $6.6 million loan from
Western National Bank.

Bentley Energy, dba Lone Star Propane Co., said it wants to use
cash collateral to purchase propane and deliver it to its
customers to avoid immediate harm to the estate.

The Company listed assets and liabilities of between $1 million
and $10 million in its petition.  The Company owes $146,835 to
Enterprise Product of Dallas; $18,345, Marshall Propane of San
Antonio; and $17,536, Valero Marketing & Supply Co. of Amarillo.

Bentley Energy Corp. dba Lone Star Propane --
http://www.lonestarpropanecompany.com/-- provides propane
services for residential and industrial customer in South Texas
Area.

Bentley Energy filed for Chapter 11 on Jan. 7, 2009 (Banrk. W.D.
Tex. Case No. 10-50128).  R. Glen Ayers, Jr., Esq., at Langley and
Banack, Inc., represents the Debtors in their Chapter 11 effort.


BLUE HERON PAPER: Taps Barran Liebman as Employment Counsel
-----------------------------------------------------------
Blue Heron Paper Company has sought authorization from the U.S.
Bankruptcy Court for the District of Oregon to employ Barran
Liebman LLP as labor and employment counsel.

Barran Liebman will advise the Debtor with respect to labor and
employment matters.

Barran Liebman will be paid based on the hourly rates of its
personnel:

        Richard F. Liebman, Partner          $410
        Nelson D. Atkin, II, Partner         $350
        Karen O'Connor, Partner              $300
        Todd A. Hanchett, Partner            $300
        Jeffrey G. Robertson, Partner        $360

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

Oregon City, Oregon-based Blue Heron Paper Company filed for
Chapter 11 bankruptcy protection on December 31, 2009 (Bankr. D.
Ore. Case No. 09-40921).  Brandy A. Sargent, Esq., and Robert J.
Vanden Bos, Esq., who have offices in Portland, Oregon, assist the
Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


BOISE PAPER: S&P Keeps BB- Issue-Level Rating on $300MM Sr. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
the $300 million senior unsecured notes of Boise Paper Holdings
LLC and Boise Finance Co. (co-issuers) to '3' from '4'.  The
change reflects improved recovery prospects for the unsecured
lenders following Boise Paper's recent $100 million voluntary
prepayment made on its senior secured term loan B.  The '3'
recovery rating indicates S&P's expectation for meaningful (50%-
70%) recovery in the event of a payment default.  At the same
time, S&P affirmed the issue-level rating of 'BB-' (the same as
the corporate credit rating) on the senior unsecured notes.

The issue-level and recovery ratings on Boise Paper's senior
secured first-lien credit facilities remain unchanged at 'BB+' and
'1', respectively, indicating S&P's expectation for very high
(90%-100%) recovery in the event of a payment default.

The 'BB-' corporate credit rating on Boise Paper reflects the
company's participation in cyclical paper and packaging markets,
moderate size, customer-concentration risk, and aggressive debt
leverage.  The ratings also incorporate the company's moderate
product diversity and a growing value-added product mix.  Boise is
the third-largest producer of uncoated freesheet in North America.
It also manufactures containerboard, corrugated products, and
newsprint.

                           Ratings List

                     Boise Paper Holdings LLC

     Corporate Credit Rating                   BB-/Stable/--

            Ratings Affirmed; Recovery Ratings Revised

     Boise Paper Holdings LLC & Boise Finance Co. (co-issuers)

                                               To        From
                                               --        ----
    $300 mil snr unsec notes due 2017          BB-       BB-
       Recovery rating                         3         4


BROADWAY MASS ASSOCIATES: Case Summary & Creditors List
-------------------------------------------------------
Debtor: Broadway 401 LLC
        80 Broad Street
        New York, NY 10004

Bankruptcy Case No.: 10-10070

Debtor-affiliate filing separate Chapter 11 petitions:

    Entity                                 Case No.
    ------                                 --------
Broadway Mass Associates LLC               10-10071
Broadway Mass TIC I LLC                    10-10072
Broadway 425 Massachusetts Ave Mezz
   TIC LLC                                 10-_____
Broadway 425 Massachusetts Ave Mezz LLC    10-_____
Broadway 401 Massachusetts Ave Mezz        10-_____
Broadway Mezz 401 LLC                      10-_____
Broadway Mass Mezz                         10-_____

Chapter 11 Petition Date: January 11, 2010

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin J. Carey

About the Business: Broadway 401 LLC, Broadway Mass Associates LLC
                    and Broadway Mass TIC I LLC, are owned by
                    Lazar Muller, Samuel Weiss, Charles Herzka,
                    David Weldler and the 1997 Neumann Family
                    Trust.  The Debtors acquired the property
                    located at 401 Massachusetts Ave. and 425
                    Massachusetts Ave. between December 2004 and
                    January 2006 for more than $47 million.  Since
                    that time, they've improved the properties
                    with two 14-story residential towers
                    containing 559 residential condominiums.  The
                    towers are known as "The Dumont" and are
                    reportedly "vacant but essentially . . .
                    complete and ready for occupancy."

Debtors' Counsel: Jamie Lynne Edmonson, Esq.
                  Bayard PA
                  222 Delaware Avenue
                  Wilmington, DE 19801
                  Tel: (302) 429-4234
                  Fax: (302) 658-6395
                  Email: jedmonson@bayardlaw.com

Estimated Assets: $100,000,001 to $500,000,000

Estimated Debts: $100,000,001 to $500,000,000

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

            http://bankrupt.com/misc/deb10-10070.pdf

Debtor's List of 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
iStar Financial Inc.       Principal and          $37,514,136
1114 Ave. of the Americas  interest under
27th Fl.                   the Mezzanine
New York, NY 100136        Loan Agreement
                           dated December 15,
                           2006

Aon Risk Services          Insurance              $50,000

Broadway Management        Messenger & Travel     $8,750
Co. Inc.

Broadway Management        Messenger & Travel     $494,034
Co. Inc.
80 Broad Street
New York, NY 10004

Broadway Mass Development  Management Fee         $800,000
LLC
80 Broad Street
New York, NY 10004

Carmel & Carmel            Legal Services         $6,719

CSC                        Registration Fees      $12,030

Fahrenheit LLC             Construction Costs     $10,679

GHA Condiminium            Condo Management       $31,869

Greenstein Delorme         Legal Services         $122,004

Jemal's Douglas Stereo     Rent                   $24,058
c/o Adams National Bank

Leshkowitz & Co.           Accounting Services    $25,055

Wayne Lopkin               Legal Services         $2,863

McWilliams Ballard         Broker Services        $52,958

Merrick Towle              Advertising            $33,018
Communications

Morrison Cohen LLP         Legal Services         $14,025

Pillsbury Winthrop Shaw    Legal Services         $11,793

Snider & Weinstein         Legal Services         $13,759

Sugarplum Tent Company     Marketing              $5,161

Washington Post            Advertising            $47,946

The petition was signed by David Weldler, manager of the Company.


BROCADE COMMUNICATIONS: Moody's Affirms 'Ba3' Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service revised Brocade's corporate family
rating outlook to positive from stable and affirmed Brocade's Ba3
corporate family rating.  Moody's also rated the company's
proposed senior secured notes (approximately $600 million in
total) Ba2, the same as the existing senior secured credit term
and revolving credit facilities and revised its liquidity rating
to SGL-1 from SGL-2.  The positive outlook reflects the success
the company has achieved in integrating the Foundry acquisition,
the relative stability of the combined business during the
economic downturn and the improved liquidity resulting from the
new notes and recent credit facility amendment.

Despite the downturn Moody's estimates that the combined Brocade's
revenues declined only 3-4% on an organic basis for the fiscal
year ended October 31, 2009.  The strong performance was driven by
the continued demand for storage area networking (SAN) and data
networking equipment and the strength of Brocade's product lineup,
particularly its 8G SAN equipment.  Brocade's SAN market share
increased to over 70% in fiscal 2009 due to their first-to-market
8G offering.  While Cisco could make inroads as its own 8G and
FCoE offerings gain traction, particularly if its EMC alliance
proves successful, Brocade has again demonstrated its ability to
introduce market leading technology ahead of its primary
competitors.

The positive outlook reflects the expectation that strong demand
will continue for Brocade's products and that leverage will
decline to the mid 2's over the next year (from 3.7x as of
10/31/09 using Moody's adjusted figures).  The outlook also
reflects the expected completion of Brocade's office campus in
mid-2010 and the significant increase in cash flow that will
result as lease expense and capital expenditures are reduced
dramatically.

The Ba3 corporate family rating largely reflects the debt
financing associated with the Foundry acquisition and the evolving
nature of the networking industry.  The ratings are supported by
Brocade's leadership position within storage area networking and
Foundry's niche position within the broader data networking market
as well as the strong cash generating capabilities of the combined
entity.  While near term prospects for both businesses are
relatively good, the long term ability to develop a converged
product portfolio and maintain market share is less certain
particularly as the storage area networking market evolves.

The SGL-1 speculative grade liquidity rating reflects the
company's strong liquidity post the new note offering and recently
completed credit facility amendment.  The note offering refinances
the $172 million McData note that matures in February 2010 and the
credit facility amendment increases headroom under the company's
financial covenants.  The company had $334 million of cash as of
10/31/09 FYE and will likely have modest amounts of additional
funds as a result of the refinancing.

These ratings were affirmed:

* Corporate family rating, Ba3
* Probability of default rating, Ba3
* Senior secured credit facilities, Ba2, LGD3 (46%)

This rating was assigned pending close:

* Approximately $600 million senior secured notes (multiple
  maturities), Ba2, LGD3 (46%)

The notes were rated using Moody's Loss Given Default Methodology.
Although the company no longer has junior debt below the secured
debt to provide support and up-notching above the corporate family
rating, the absolute level of secured debt is less than when the
facilities were put in place, asset values have improved and the
company is more strongly positioned within the Ba3 CFR category.

The last rating action for Brocade was April 14, 2009, when
Moody's revised Brocade's liquidity rating to SGL-2 reflecting the
February McData note maturity and affirmed the Ba3 CFR.

Brocade is a provider of storage area and data networking
equipment.  Pro forma for the Foundry acquisition, Brocade's
trailing twelve month revenue was approximately $2.0 billion.  The
company is headquartered in San Jose, California.


BUDDY QUITORIO: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Buddy Quitorio
               Nida  Quitorio
               5640 Silver Bear Way
               Las Vegas, NV 89118

Bankruptcy Case No.: 10-10245

Chapter 11 Petition Date: January 8, 2010

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

Judge: Mike K. Nakagawa

Debtors' Counsel: Charles T. Wright, Esq.
                  Piet & Wright
                  3130 S. Rainbow Blvd., Ste. 304
                  Las Vegas, NV 89146
                  Tel: (702) 566-1212
                  Fax: (702) 566-4833
                  Email: todd.wright@pietwright.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 $1,963,273
and total debts of $2,231,426.

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/nvb10-10245.pdf

The petition was signed by the Joint Debtors.


BURTON CREEK: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Burton Creek Investments, LLC
        2593 W. Roosevelt Blvd.
        P.O. Box 748
        Monroe, NC 28111

Bankruptcy Case No.: 09-33587

Chapter 11 Petition Date: December 28, 2009

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

Judge: George R. Hodges

Debtor's Counsel: R. Keith Johnson, Esq.
                  1275 South Hwy 16
                  Stanley, NC 28164
                  Tel: (704) 827-4200
                  Fax: (704) 827-4477
                  Email: rkjpa@bellsouth.net

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

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

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

             http://bankrupt.com/misc/ncwb09-33587.pdf

The petition was signed by C. Mark Tyson, member of the Company.


CANOPY FINANCIAL: To Auction Assets on Jan. 26 Despite Conversion
-----------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that although the
reorganization of Canopy Financial Inc. was converted to a Chapter
7 liquidation at the end of the year, the bankruptcy judge in
Chicago nonetheless ratified sale procedures proposed beforehand
by the Company.

Competing bids are due Jan. 21, preceding a Jan. 26 auction and a
Jan. 27 hearing for approval of the sale.  The first bid of
$6.1 million will come from TriZetto Group Inc.

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


CAPITAL GROWTH: Patrick Hanlin Steps Down as Board Member
---------------------------------------------------------
According to a regulatory filing, R. Patrick Hanlin resigned as a
member of the Board of Directors of Capital Growth Systems Inc.
Mr. Hanlin was a member of the Board's compensation committee.
His resignation was not a result of any disagreement with the
Company on any matter relating to the Company's operations,
policies, or practices.

The Company said it is working diligently to identify a suitable
individual to fill the Board seat vacated by Mr. Hanlin.

                           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.


CHAMPION PARTS: PBGC Assumes Four Underfunded Pension Plans
-----------------------------------------------------------
The Pension Benefit Guaranty Corporation assumed responsibility
for four underfunded pension plans covering nearly 1,800 former
workers and retirees of Champion Parts Inc., a maker of automotive
fuel and cooling system components based in Hope, Ark.

The PBGC stepped in because the pension plans failed to meet
minimum funding requirements and would be abandoned after the
company liquidates all of its assets in bankruptcy, leaving no
entity to finance and administer the plans.  Retirees under the
plans will continue to receive their monthly benefit checks
without interruption, and other workers will receive their
pensions when they are eligible to retire.

Together, the Champion Parts Inc. Northeast Rebuilder Employees
Retirement Plan; Hope, Ark. Pension Plan; Ft. Worth, Tex. Pension
Plan; and Fresno, Calif. Pension Plan are 66% funded, with assets
of $9.3 million to cover $14.0 million in benefit liabilities,
according to PBGC estimates.  The agency expects to be responsible
for $4.6 million of the $4.7 million total shortfall.

The PBGC will use the plans' assets plus insurance funds to pay
guaranteed benefits earned under the plans, which ended on January
25, 2008, when Champion Parts began chapter 7 bankruptcy
liquidation proceedings.  The Northeast Rebuilder and Hope, Ark.
plans were frozen as of April 15, 2002, and May 27, 2007,
respectively.  Within the next several weeks, the PBGC will send
notification letters to all participants in the plans.

Under provisions of the Pension Protection Act of 2006, the
maximum guaranteed pension the PBGC can pay is determined by the
legal limits in force on the date of the plan sponsor's
bankruptcy. Therefore, participants in the Champion Parts plans
are subject to the limits in effect on October 10, 2007, when the
company filed for bankruptcy protection. The maximum guaranteed
amount is $49,500 a year for a 65 year-old. The 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.govor 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.

Champion Parts 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 plans' unfunded liabilities will have no
significant effect on the PBGC's financial statements because 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 Champion Parts

Based in Hope, Arkansas, Champion Parts Inc. (OTC:CREBQ)
-- http://www.championparts.net/-- remanufactures fuel system
components, air conditioning compressors, front wheel drive
assemblies, and other underhood electrical and mechanical products
for the passenger car and light truck, agricultural, heavy-duty
truck and marine parts aftermarket.

The company filed for chapter 11 bankruptcy protection on
Oct. 10, 2007 (Bankr. W.D. Ark. Case No. 07-73253).  James F.
Dowden, Esq., serves as legal counsel to the Debtor.  When the
Debtor filed for bankruptcy, it listed total assets of $26,389,000
and total debts of $25,251,000.

The Court converted Champion Parts Inc.'s Chapter 11 bankruptcy
case to a Chapter 7 liquidation proceeding on Jan. 25, 2008.


CHRISTOPHER FORRY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: Christopher J. Forry
               Tensie Erdmann Forry
               4118 SW 195 Terr
               Hollywood, FL 33029

Bankruptcy Case No.: 10-10412

Chapter 11 Petition Date: January 9, 2010

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

Judge: Raymond B Ray

Debtors' Counsel: Douglas J. Snyder, Esq.
                  7901 SW 67th Ave # 206
                  South Miami, FL 33143
                  Tel: (305) 663-0740
                  Email: djspa@aol.com

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

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

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

            http://bankrupt.com/misc/flsb10-10412.pdf

The petition was signed by the Joint Debtors.


CIRCUIT CITY: WARN Claims to Be Tackled in Bankruptcy
-----------------------------------------------------
Law360 reports that a bankruptcy judge has ruled that Circuit City
Stores Inc. employees alleging violations of the Worker Adjustment
and Retraining Notification Act should have their claims
adjudicated through the claims administration process.

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

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


CITIGROUP INC: Discloses Holding 10.8% Stake in Grupo Radio Centro
------------------------------------------------------------------
Impulsora de Fondos Banamex, S.A. de C.V.; Acciones y Valores
Banamex, S.A. de C.V.; Grupo Financiero Banamex, S.A. de C.V.;
Citicorp (Mexico) Holdings LLC; and Citigroup Inc. disclose
holding 17,491,200 shares or roughly 10.8% of the common stock of
Grupo Radio Centro, S.A.B. de C.V. as of December 31, 2009.

IFB, AVB and GFB are chartered in Mexico City, Mexico.

                       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: Discloses 9.9% Equity Stake in Wuhan (China)
-----------------------------------------------------------
Citigroup Alternative Investments LLC; Citigroup Investments Inc.;
and Citigroup Inc. disclose holding 2,701,924 shares or roughly
9.9% of the common stock of Wuhan General Group (China), Inc., as
of December 31, 2009.

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: To Issue SanDisk-Linked Securities
-------------------------------------------------
Citigroup Inc. and Citigroup Funding Inc. filed with the
Securities and Exchange Commission an offering summary in
connection with their plan to issue Equity LinKed Securities
ELKS(R) Based Upon the Common Stock of SanDisk Corporation Due
July 13, 2010.  A full-text copy of the Offering Summary is
available at no charge at http://ResearchArchives.com/t/s?4d40

Citigroup also filed with the Commission an Offerings Brochure for
January 2010.  A full-text copy of the Brochure is available at no
charge at http://ResearchArchives.com/t/s?4d3f

                       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 SACRAMENTO: Moody's Downgrades Bonds to 'Ba3' From Aaa
--------------------------------------------------------------
Moody's has downgraded from Aaa to Ba3 the City of Sacramento
Housing Authority Multifamily Housing Revenue Bonds (Countrywood
Village Apartments), series 2000F-T and removed it from Watchlist,
following a review of cash flow sufficiency for the life of the
bonds assuming a 0% reinvestment rate.  This action affects
$2.2 million in debt.  The bonds are secured by a mortgage that is
guaranteed by a Fannie Mae Stand-by Credit Enhancement Instrument
and were structured without a Guaranteed Investment Contract that
assures a fixed rate of return on invested cash, subjecting the
transaction to interest rate risk on retained revenues.  As a
result, revenue from the monthly mortgage receipts, interest
earned on those receipts from money market funds or other short-
term investments and monthly mortgage payments need to be
sufficient to support debt service on the bonds.

Assuming no reinvestment earnings on the monthly mortgage
receipts, the projected mortgage revenue would not provide
coverage of debt service consistent with a Aaa rating.  Based on
information Moody's have received, Moody's believe that these
shortfalls are primarily due to the payment of certain fees from
the revenue fund that were not provided for under the indenture.
Also contributing to the shortfall are the very low investments
earnings over the past few years.  Moody's have been advised that
to date, shortfalls in the revenue fund have been made up by the
borrower.

The last rating action with respect to the Series 2000F-T bonds
was on September 25, 2009, when the bonds were placed on Watchlist
for Possible Downgrade.


CMS ENERGY: Fitch Assigns 'BB+' Rating on $300 Mil. Senior Notes
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to CMS Energy Corp.'s
(Issuer Default Rating 'BB+') $300 million 6.25% senior unsecured
notes, due 2020.  Proceeds from the sale will be used for general
corporate purposes, which may include the retirement of existing
indebtedness.  The Rating Outlook for CMS is Stable.

The ratings for CMS take into account the stable cash flows of its
regulated electric and gas utility, Consumers Energy Co. ('BBB-'
with a Stable Outlook by Fitch).  Consumers benefits from solid
credit protection measures, stable operating performance and a
constructive regulatory environment in Michigan, as evidenced by
the utility's November 2009 rate order.  CMS is highly dependent
on Consumers' cash distributions to service parent debt
obligations and pay common dividends.  CMS' coverage metrics are
consistent with guidelines for the 'BB+' category.  For the 12-
month period ended Sept. 30, 2009, CMS' ratios of on-going EBTIDA
to interest and funds from operations interest coverage were 3.2
times and 3.4x, respectively.  Leverage, as measured by debt to
LTM EBITDA, was moderately high at 5.2x as of Sept. 30, 2009 and
could be pressured by the timing and amount of cost recovery of
significant capital spending over the next several years.

Consolidated liquidity is sufficient to meet funding requirements.
Consolidated liquidity was $980 million, including $797 million
of availability under secured credit facilities, and $183 million
in cash and cash equivalents as of Sept. 30, 2009.  Near-term
bank line maturities include Consumers' $250 million accounts
receivable program, expiring in February 2010, and its
$150 million secured revolver, expiring in August 2010.  Fitch
expects Consumers to renew these facilities.  Fitch also notes
that CMS' $550 million revolver expires April 2012 and Consumers'
$500 million revolver expires March 2012.

Rating concerns facing CMS and Consumers relate to sales weakness
because of the still struggling economy in Michigan, challenges to
control operating and maintenance expenses, and risks associated
with the substantial capital investment program.  While the
state's unemployment rate modestly improved to 14.9% in November
2009, compared with 15.3% in September 2009, it is still the
highest in the nation and well above the average of 10%.  CMS
management expects a moderate turnaround in 2010 with flat
electric sales growth (versus a 4.4% decline in 2009) as a result
of the addition of new 'green' industrial and commercial
facilities, a resumption in manufacturing capacity at General
Motors, and a broader market recovery within the state.  Consumers
plans to spend $6.3 billion between 2009 and 2013 on base capital
investments, including maintenance capital expenditures and
environmental upgrades, and a new balanced energy initiative,
which includes a plan for construction of a 830 MW clean coal
plant to replace older capacity and for compliance purposes,
renewables investments to meet the 10% state standard by 2015 and
automated metering infrastructure.  Consumers will require
external funding to execute its capital plan and Fitch's Stable
Outlook assumes Consumers will not proceed with significant
spending on the new coal plant construction starting in 2012
without a certificate of need and sufficient cost recovery
assurance from the Michigan Public Service Commission and long-
term commitments to sell the excess capacity.

Fitch views Consumers' recent rate order as supportive of credit
quality.  The MPSC authorized a $139.4 million increase to retail
electric rates and a 10.7% rate of return on equity.  Major
components of the rate case include costs associated with Clear
Air Act compliance investments, higher operating and maintenance
expense, and Consumers' AMI program.  Favorably, the company
received approval for a pilot decoupling mechanism that came into
effect Dec. 1, 2009, and an uncollectible expense tracking
mechanism that will allow rates to be adjusted to collect or
refund 80% of the difference between the level of uncollectible
expense included in rates and actual amounts.  As part of the
order, Consumers is also able to recover the majority of its
pension expenses, which increased significantly in 2009 as a
result of weak financial asset returns.

CMS is a utility holding company whose primary subsidiary is
Consumers, a regulated electric and gas utility serving more than
3.5 million customers in Michigan's Lower Peninsula.  CMS also has
operations in natural gas pipelines and independent power
production.


COATES INT'L: Hires Meyler & Company as Independent Auditor
-----------------------------------------------------------
Coates International Ltd. engaged Meyler & Company LLC as its new
independent auditor.  The firm will replace Weiser LLP.  The
Company said the decision to dismiss Weiser LLP was approved by
its audit committee.

                           Going Concern

The Company said it incurred net losses for the three and nine
month periods ended September 30, 2009 and, except for the year
ended December 31, 2008, has incurred recurring annual net losses
since inception.  As of September 30, 2009, the Company had a
Stockholders' Deficiency of $299,000.  At September 30, 2009, the
Company had negative working capital of ($2,285,000), compared
with negative working capital of ($34,000) at December 31, 2008.
In addition, the current economic environment, which is
characterized by tight credit markets, investor uncertainty about
how to safely invest funds and low investor confidence, has
introduced additional risk and difficulty in the Company's
challenge to secure needed additional working capital.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.

Management has instituted a cost control program intended to cut
variable costs to only those expenses that are necessary to
complete its activities related to entering the production phase
of its operations, develop additional commercially feasible
applications of the CSRV technology, seek additional sources of
working capital and cover the general and administrative expenses
in support of such activities.  The Company has been actively
undertaking efforts to secure new sources of working capital.
During the nine months ended September 30, 2009, the Company
received $690,000 from research and development fees and received
proceeds of approximately $676,000 from the sale of common stock
and warrants.  The Company continues to actively seek out new
sources of working capital; however, there can be no assurance
that it will be successful in these efforts.

Weiser LLP, in New York, expressed substantial doubt about Coates
International's ability to continue as a going concern after
auditing the financial statements for year ended December 31,
2008.  The auditing firm said that the Company continues to have
negative cash flows from operations, recurring losses from
operations in prior years, and has a stockholders' deficiency.

                    About Coates International

Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated
on August 31, 1988, for the purpose of researching, patenting and
manufacturing technology associated with a spherical rotary valve
system for internal combustion engines.  This technology was
developed over a period of 15 years by Mr. George J. Coates, who
is the President and Chairman of the Board of the Company.

The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve.  It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.


COMSTOCK HOMEBUILDING: Royce & Associates Discloses 8.24% Stake
---------------------------------------------------------------
Royce & Associates, LLC, discloses holding 1,286,715 shares or
roughly 8.24% of the common stock of Comstock Homebuilding
Companies, Inc.

                      Bankruptcy Warning

At September 30, 2009, the Company had $94,526,000 in total assets
against $91,950,000 in total liabilities.  At September 30, 2009,
the Company had $152,384,000 in accumulated deficit and
shareholders' equity of $2,576,000.

In its Form 10-Q filing with the Securities and Exchange
Commission for the period ended September 30, 2009, Comstock
disclosed that at September 30, 2009, the Company and its
subsidiaries had $9.6 million of debt which had either already
matured or have payment obligations during the remainder of 2009.
Net of the debt related to the Wachovia and M&T Bank foreclosure
agreements executed in the third quarter of 2009, the Company is
the guarantor of $54.5 million of debt including that of
subsidiaries.  "As a result, any significant failure to negotiate
renewals and extensions to its debt obligations would severely
compromise the Company's liquidity and would jeopardize the
Company's ability to satisfy its capital requirements.  This
inability to meet our capital requirements could result in our
need to seek bankruptcy protections either for certain subsidiary
entities or for Company as a whole," Comstock said.

Comstock retained external consultants in the second quarter of
2008 to act as a financial advisor to the Company in exploring
debt restructuring and alternatives for raising additional capital
for the Company.  In connection with the exploration of available
debt restructuring alternatives, the Company then elected to cease
making certain scheduled interest or principal curtailment
payments while it attempted to negotiate modifications or other
satisfactory resolutions with its lenders.  During 2008 the
Company reported several loan covenant violations and notices of
default from several of its lenders.  The violations and notices
led to foreclosures of certain assets and have resulted in certain
guarantee enforcement actions being initiated against the Company
where no foreclosures have taken place.  Many of the Company's
loan facilities contain Material Adverse Effect clauses which, if
invoked, could create an event of default under those loans.  In
the event certain of the Company's loans were deemed to be in
default as a result of a Material Adverse Effect, the Company's
ability to meet its cash flow and debt obligations would be
compromised.  During the fourth quarter of 2008 the Company
discontinued its relationship with its external advisory
consultants.  The Company continued to negotiate with its lenders
into 2009 and has continued to report debt restructurings as they
occur.

                  Strategic Realignment Plan

Due to the extended nature of the economic conditions affecting
the home building industry the Company, in early 2009, formulated
and began implementing its Strategic Realignment Plan, a strategy
for eliminating debt and settling obligations of the Company with
the goal of refocusing the Company's operations on key projects in
its core market of Washington, DC and Raleigh, NC while reaching
amicable agreements with all of the Company's major creditors
before year end 2009 to position the Company for improved
operating results in 2010 and beyond.

As of September 30, 2009, the company had successfully negotiated
settlements with most of its secured lenders regarding a majority
of the loans guaranteed by the Company and had reduced the
outstanding balance of overall debt from $102.8 million at
December 31, 2008, to $83.4 million at September 30, 2009.  In
most cases the Company was released from the obligations under
each subject loan in return for its agreement not to contest the
foreclosure of the real estate assets that it wished to dispose of
and that secured each subject loan.  In certain cases the Company
provided the lender a non-interest bearing deficiency note in an
amount equal to a small fraction of the original debt with a term
of three years.  Due to the time required to complete the
requisite foreclosures on certain real estate assets, the
foreclosure actions were not all complete at September 30, 2009
and will occur in future periods.

                 Fifth Third Bank Forbearance

On November 10, 2009, Comstock Homes of Raleigh, LLC, and Comstock
Homebuilding Cos. entered into a Forbearance and Conditional
Release Agreement with Fifth Third Bank, an Ohio banking
corporation, with respect to the $1.3 million outstanding
principal under the Borrower's secured Brookfield project loan.
Under the terms of the Agreement, the Lender has released the
Borrower from its obligations relating to the Loan contemporaneous
with the execution by the Borrower of statutory foreclosure
waivers allowing for the expeditious foreclosure of the single
family building lots secured by the Loan.  If the Lender
successfully forecloses on the Collateral by February 28, 2010,
subject to extension, the Lender shall receive a non-interest
bearing unsecured deficiency note in the amount of $25,000 with a
three-year term from the Company.  The Deficiency Note shall be
fully subordinate to the repayment of the secured lenders of the
Company's subsidiaries.  Should the Lender fail to foreclose on
the Collateral on or before February 28, 2010, subject to
extension, the Company will not be required to deliver the
Deficiency Note but the release issued by the Lender will
nevertheless remain effective upon its eventual foreclosure of the
Collateral.

                  About Comstock Homebuilding

Established in 1985, Comstock Homebuilding Companies, Inc.
(Nasdaq: CHCI) -- http://www.comstockhomebuilding.com/-- is a
publicly traded, diversified real estate development firm with a
focus on a variety of for-sale residential products. The company
currently actively markets its products under the Comstock Homes
brand in the Washington, D.C. and Raleigh, N.C. metropolitan
areas.


CONNECTOR 2000: S&P Downgrades Long-Term Rating on Bonds to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its long-term
rating on Connector 2000 Association Inc., S.C.'s bonds to 'D'
from 'C'.  At the same time, Standard & Poor's removed the rating
from CreditWatch with negative implications, where it was placed
Nov. 19, 2009.

"The downgrade reflects a default on the senior-lien bonds on the
Jan. 1, 2010 payment date," said Standard & Poor's credit analyst
Laura Macdonald.  The association had $64.4 million of series
1998A senior current interest toll road revenue bonds and
$165.4 million of series 1998B senior capital appreciation toll
road revenue bonds outstanding.  Standard & Poor's did not rate
the $90.9 million of series 1998C subordinate capital appreciation
toll road revenue bonds that also financed the project and also
defaulted.

The indenture provides for the bonds' repayment with revenues from
the operation of the Greenville Southern Connector toll road which
the association operates under a license agreement with the South
Carolina Department of Transportation.  However, Connector
revenues have been less than originally forecast, and insufficient
to pay the scheduled debt service on the bonds.  This ultimately
resulted in a default under the indenture's revenue covenant in
January 2008, which is uncured and continuing.  The debt service
reserve fund has been tapped for debt service payment since fiscal
2003, but under the indenture's terms, it only became a default in
2008.

Opened in March 2001, the Southern Connector is a 16-mile, four-
lane start-up toll road in Greenville.  The toll road provides the
major east-west traffic flow in the southern part of the city.
The association is a nonprofit corporation formed in 1996 to
construct and operate the Southern Connector.

The association has been working on a restructuring, either in or
outside of a bankruptcy or other court proceeding.  Although the
bonds' debt service has been paid as scheduled through July 1,
2009, such payments came largely out of the debt service reserve
fund.  The fund has not been replenished and the trustee is
reserving amounts therein pending a restructuring plan.
Management, the trustee, and the state have been exploring
restructuring the debt.  Approximately $2.9 million is held in the
senior debt service reserve fund.  This is in addition to other
trustee-held funds, including those in the revenue fund from
Connector operations.


COOPER TIRE: Moody's Raises Corporate Family Rating to 'B2'
-----------------------------------------------------------
Moody's Investors Service raised Cooper Tire & Rubber Company's
Corporate Family and Probability of Default Ratings to B2 from B3.
In a related action the ratings of the company's unsecured notes
also were raised to B3 from Caa1.  The company's Speculative Grade
Liquidity Rating was affirmed at SGL-3.  The rating outlook is
stable.

The B2 Corporate Family Rating reflects the improvement in Cooper
Tire's credit metrics over the 2nd and 3rd quarters of FY 2009
combined with Moody's belief that despite ongoing industry
challenges the company should demonstrate credit metrics
supportive of the assigned ratings over the intermediate-term.
The company's recent performance has shown the benefits of
restructuring and pricing actions taken earlier in 2009.  Cooper
Tire's operating performance should benefit from expected
increased replacement tire demand as vehicle miles driven in the
U.S. has begun showing signs of bottoming out.  However, Moody's
expects industry head-winds to include the risk of an inability of
continuing to implement pricing actions sufficient to offset
rising raw material costs, the potential for increased competitive
pricing if economic conditions soften consumer demand, and pricing
pressure in non-domestic regions from redirected Asian production
due to higher domestic tariffs.

The stable outlook incorporates Moody's belief that while the
benefits of stabilizing replacement tire demand may be challenged
by the factors mentioned above, Cooper Tire's resulting credit
metrics are not expected to deteriorate below levels supportive of
the assigned ratings.  The stable outlook also considers the
company's still adequate liquidity position following the
repayment of about $97 million of unsecured debt in December 2009.
Cooper Tire's recent performance has offset weaker operating
results in late 2008 and early 2009 resulting in LTM EBIT/interest
expense (including Moody's standard adjustments) as of
September 30, 2009, of about 1.1x.

Cooper Tire's Speculative Grade Liquidity rating of SGL-3
indicates an expectation of adequate liquidity levels over the
over the next twelve months.  At September 30, 2009, the company
had approximately $410 million of cash and cash equivalents.
Following the repayment of the remaining $97 million of 7.75%
unsecured notes in December, the company is expected to have ample
cash entering into fiscal 2010 to cover corporate needs despite
Moody's expectations of limited free cash flow genteration.  Free
cash flow in 2010 will be challenged by increasing raw material
costs, increasing capital reinvestment and the expected
$17.9 million put option related to the company's partners at
Cooper Chengshan Tire.  Short-term debt related to the Cooper-
Tire's Asian joint venture operations is largely expected to be
refinanced locally.  As of September 30, 2009, Cooper Tire had
borrowing capacity of $211 million under the combined $200 million
asset based revolving credit and $125 million accounts receivable
securitization facilities.  The asset based revolving credit
matures in November 2012.  However, the accounts receivable
securitization facility matures in September 2010 and is removed
from Moody's liquidity consideration.  There are no financial
covenants under the company's asset based revolving credit
facility.  Cooper Tire also has some ability to develop
incremental alternate liquidity under the lien baskets of its
unsecured notes.

Ratings raised:

* Corporate Family Rating, to B2 from B3;

* Probability of Default, to B2 from B3;

* Senior unsecured Notes, to B3 (LGD4, 64%) from Caa1 (LGD4, 63%);

* Shelf filing for unsecured notes, (P) B3 (LGD4, 64%) from (P)
  Caa1 (LGD4, 63%);

* Shelf filing for preferred stock, (P) Caa1 (LGD6 97%) from (P)
  Caa2 (LGD6 97%)

Ratings affirmed:

* Speculative Grade Liquidity Rating, at SGL-3;
* Cooper Tire's revolving credit facility is not rated.

The last rating action was on June 10, 2009, when the Corporate
Family Rating was confirmed at B3.

Cooper Tire & Rubber Company, headquartered in Findlay, OH, is the
fourth largest tire manufacturer in North America and is focused
on replacement markets for passenger cars and light and medium
duty trucks.  Revenues in FY 2008 were approximately $2.9 billion.


COREL CORP: Gets Delisting Notice from Nasdaq Stock Market
----------------------------------------------------------
Corel Corporation said received a notice from The Nasdaq Stock
Market that the Company no longer maintains the minimum number of
publicly held shares required by Listing Rule 5450(b)(1)(B) for
continued listing.

The Company said intends to terminate registration under the
applicable U.S. securities laws and to delist its shares on both
NASDAQ and the TSX promptly following the special meeting of
shareholders to be held on Jan. 26, 2010.

                     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.


COREL CORP: To Reduce Global Workforce by 20%
---------------------------------------------
Corel Corporation said it is reducing its global workforce by
approximately 20% worldwide.  The Company is taking these actions
to appropriately align its cost structure with its fiscal year
2010 operating plan while providing additional flexibility to fund
investments in new product development.

"For 25 years, Corel has demonstrated an ability to adapt and
evolve in order to meet new consumer demands and an ever changing
competitive landscape," said Kris Hagerman, Corel CEO.  "In
building our operating plan for 2010, we are aligning our cost
structure so that we have the financial flexibility to continue to
innovate and deliver new products to the market, drive broad
awareness of our products and global brand, and ensure we are
making the best use of our global teams and resources."

                     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.


CORNER HOME CARE: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------
Debtor: Corner Home Care, Inc.
          dba The Pharmacy Corner
          fdba Optioncare
          fdba Western Kentucky IV Services
        108 E. Washington Street
        Princeton, KY 42445

Bankruptcy Case No.: 09-51451

Chapter 11 Petition Date: December 28, 2009

Court: United States Bankruptcy Court
       Western District of Kentucky (Paducah)

Debtor's Counsel: Todd A. Farmer, Esq.
                  Stout, Farmer & King, PLLC
                  329 N. 5th Street
                  PO Box 7766
                  Paducah, KY 42002-7766
                  Tel: (270) 443-4431
                  Fax: (270) 443-4631
                  Email: todd@sfk-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 $2,906,667
and total debts of $6,355,137.

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/kywb09-51451.pdf

The petition was signed by James Knauff, president of the Company.


CRYSTAL LLC: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Crystal LLC
        0 Empire Drive
        Lake Forest, CA 92630

Bankruptcy Case No.: 10-10294

Chapter 11 Petition Date: January 11, 2010

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

Judge: Theodor Albert

Debtor's Counsel: Anthony J. Rothman, Esq.
                  1901 Avenue of the Stars 2nd Fl
                  Los Angeles, CA 90067
                  Tel: (310) 461-1395
                  Fax: (310) 461-1517
                  Email: anthony@arothmanlaw.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 $6,000,000,
and total debts of $5,576,738.

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/cacb10-10294.pdf

The petition was signed by John J. Sempre, manager of the Company.


CUBIC ENERGY: Granted Listing Compliance Extension by NYSE Amex
---------------------------------------------------------------
Cubic Energy, Inc., announced that on January 8, 2010, it received
notice from the NYSE Amex LLC that the Exchange has granted the
Company a further extension of time, through March 31, 2010, to
evidence full compliance with the Exchange's continued listing
standards.

As previously disclosed on June 29, 2009 and September 17, 2009,
the Exchange previously notified Cubic that it believed the
Company was not in compliance with Section 1003(a)(iv) of the
Exchange's Company Guide in that it has sustained losses which are
so substantial in relation to its overall operations or its
existing financial resources, or its financial condition has
become so impaired that is appears questionable, in the opinion of
the Exchange, as to whether such company will be able to continue
operations and/or meet its obligations as they mature.  The
Company thereafter submitted its plan to strengthen its financial
condition and evidence compliance with Section 1003(a)(iv) for the
Exchange's review.  Based on the Exchange accepted plan, Cubic was
granted an extension by the Exchange, through December 28, 2009.

In granting the extension from December 28, 2009 to March 31,
2010, the Exchange indicated that the Company has made a
reasonable demonstration of its ability to regain compliance with
Section 1003(a)(iv) by March 31, 2010.  In that regard, and as
previously disclosed within the last 60 days, the Company entered
into certain transactions, pursuant to which the Company acquired
$30,952,810 in pre-paid drilling credits applicable towards the
development of its Haynesville Shale rights in Northwest
Louisiana, and also entered into a Second Amendment to its Credit
Agreement with Wells Fargo Energy Capital, which served to
increase the Company's revolving credit line and borrowing base
and extended to long-term status a term note already in place.

The Company continues to execute the Exchange's accepted plan that
advances the Company towards full compliance, and continues to
work in conjunction with the Exchange in this regard.

The Company will continue to be subject to periodic reviews by the
Exchange 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 Exchange.

Cubic Energy, Inc. -- http://www.cubicenergyinc.com/-- is an
independent company engaged in the development and production of,
and exploration for, crude oil and natural gas.  The Company's oil
and gas assets and activity are concentrated primarily in the
Haynesville Shale Play located in Northwest Louisiana.


DAVID HERRICK: Updated Chapter 11 Case Summary
----------------------------------------------
Debtor: David P. Herrick
        2132 Allendale Rd,
        Montgomery, AL 36111

Bankruptcy Case No.: 09-15977

Chapter 11 Petition Date: December 28, 2009

Court: United States Bankruptcy Court
       Southern District of Alabama (Selma)

Judge: Patricia C Williams

Debtor's Counsel: James L. Day, Esq.
                  Von G. Memory, P.A.
                  P.O. Box 4054
                  Montgomery, AL 36103-4054
                  Tel: (334) 834-8000
                  Fax: (334) 834-8001
                  Email: jlday@memorylegal.com

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

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

A list of the Company's 20 largest unsecured creditors is
available for free at:

             http://bankrupt.com/misc/alsb09-15977.pdf

The petition was signed by Mr. Herrick.


DAVID SALES: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: David C. Sales
          dba South Coast Spine Center
        26841 Calle Hermosa, #B
        Capistrano Beach, CA 92624

Bankruptcy Case No.: 10-10240

Chapter 11 Petition Date: January 8, 2010

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

Judge: Robert N. Kwan

Debtor's Counsel: Michael G. Spector, Esq.
                  Law Offices of Michael G. Spector
                  2677 N Main St Ste 800
                  Santa Ana, CA 92705
                  Tel: (714) 835-3130
                  Fax: (714)558-7435
                  Email: mgspector@aol.com

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

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

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

            http://bankrupt.com/misc/cacb10-10240.pdf

The petition was signed by Mr. Sales.


DON FARR MOVING : Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Don Farr Moving & Storage Company
        4920 Buttermilk Hollow Road
        West Mifflin, PA 15122

Bankruptcy Case No.: 10-20114

Chapter 11 Petition Date: January 8, 2010

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

Debtor's Counsel: Donald R. Calaiaro, Esq.
                  Calaiaro & Corbett, P.C.
                  Grant Building, Suite 1105
                  310 Grant Street
                  Pittsburgh, PA 15219-2230
                  Tel: (412) 232-0930
                  Fax: (412) 232-3858
                  Email: dcalaiaro@calaiarocorbett.com

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

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

The petition was signed by David Fix, president of the company.


ELECTRONIC SENSOR: Halfmoon Bay Agrees to Defer Interest Payment
----------------------------------------------------------------
Halfmoon Bay Capital Ltd. on January 4, 2010, agreed to defer a
$90,000 interest payment owed to Halfmoon Bay by Electronic Sensor
Technology, Inc., on December 31, 2009, under the terms of a 9%
convertible debenture issued by Electronic Sensor to Halfmoon Bay
on March 28, 2008.

Halfmoon Bay agreed to defer the interest payment until March 31,
2010.  All other terms and conditions of the 9% convertible
debenture remain unchanged.

Halfmoon Bay currently owns approximately 53% of the outstanding
common stock of Electronic Sensor and beneficially owns an
additional 9% of the outstanding common stock of Electronic Sensor
by virtue of the shares underlying the 9% convertible debenture.

Two designees of Halfmoon Bay also serve as directors of
Electronic Sensor.

On April 10, 2009, Electronic Sensor received $1 million from
Halfmoon Bay in exchange for a debenture bearing an interest rate
of 9% with a maturity of one year.

At September 30, 2009, Electronic Sensor had $1,126,912 in total
assets against $3,472,184 in total liabilities, resulting in
$2,345,272 in stockholders' deficit.

Electronic Sensor Technology, Inc., develops and manufactures
electronic devices used for vapor analysis.  It markets its
products primarily to government agencies, higher education
institutions, and multi-national corporations.  The company sells
its products directly to domestic customers who are end-users and,
sells internationally to distributors who, in turn, sell to end-
users. Distributors are used for their capability to provide local
after-sales support to end-users.


EMISPHERE TECHNOLOGIES: BAM Funds Disclose 3.09% Equity Stake
-------------------------------------------------------------
BAM Opportunity Fund SPV, LLC -- SPV; BAM Opportunity Fund, L.P.
-- Partnership; BAM Capital, LLC, the general partner of the
Partnership; BAM Management, LLC, which serves as the investment
manager to the Partnership and the manager to the SPV; Hal Mintz
who serves as a managing member of both the General Partner and
the Investment Manager; and Ross Berman who serves as a managing
member of both the General Partner and the Investment Manager,
disclose holding in the aggregate 1,342,857 shares or 3.09% of the
common stock of Emisphere Technologies, Inc.

As of January 8, 2010, the SPV held warrants to purchase 1,342,857
shares of Common Stock and therefore beneficially owned 1,342,857
shares of Common Stock.  Beneficial ownership of the Common Stock
was transferred to the SPV by the Partnership on December 31,
2009, and accordingly, the Partnership and the General Partner no
longer have beneficial ownership of the Common Stock.

The percentages are calculated based upon 42,070,401 shares of
Common Stock issued and outstanding as of November 2, 2009, as
reported on the Company's 10-Q filed with the Securities and
Exchange Commission on November 9, 2009, plus shares issuable upon
exercise of the Warrants.

                Bankruptcy Warning/Going Concern

At September 30, 2009, the Company's consolidated balance sheets
showed $9.2 million in total assets and $49.7 million in total
liabilities, resulting in a $40.5 million shareholders' deficit.
At September 30, 2009, Emisphere reported cash and restricted cash
of $7.2 million, compared to $1.5 million at June 30, 2009.

In December, Emisphere said Novartis Pharma AG has agreed to
extend the maturity date of Emisphere's Convertible Promissory
Note to February 26, 2010.  The $10 million original principal
amount Note, plus interest accrued to date, was originally issued
to Novartis on December 1, 2004, in connection with the Research
Collaboration and Option License Agreement between the parties of
that date and was originally due on December 1, 2009.

In its quarterly report for the period ended September 30, 2009,
the Company disclosed approximately $12.5 million was due as
payment of the Novartis Note on December 1, 2009.

The Company had said assuming it would be able to satisfy its
obligation under the Novartis Note by some means other than the
use of its existing capital resources, it anticipates its existing
cash resources would enable it to continue operations only through
approximately February 2010.  The Company had warned it could be
forced into bankruptcy had it been declared in default under the
Novartis Note.

Further, the Company has significant future commitments and
obligations.  The Company said these conditions raise substantial
doubt about its ability to continue as a going concern.
Consequently, the audit opinion issued by the Company's
independent registered public accounting firm relating to the
Company's financial statements for the year ended December 31,
2008, contained a going concern explanatory paragraph.

                  About Emisphere Technologies

Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc.
(OTC BB: EMIS) -- http://www.emisphere.com/-- is a
biopharmaceutical company that focuses on a unique and improved
delivery of pharmaceutical compounds and nutritional supplements
using its Eligen(R) Technology.  The Eligen(R) Technology can be
applied to the oral route of administration as well other delivery
pathways, such as buccal, rectal, inhalation, intra-vaginal or
transdermal.


EMPIRE RESORTS: Sues Former CEO for Revealing Classified Info
-------------------------------------------------------------
Empire Resorts, Inc., on January 7, 2010, filed a complaint
against Joseph E. Bernstein, its former Chief Executive Officer,
in the United States District Court for the Southern District of
New York.  In the complaint, the Company is seeking injunctive
relief, unspecified monetary damages and a judgment declaring that
Mr. Bernstein is bound by the non-competition restrictions in his
employment agreement.

Prior to the expiration of his employment agreement, Mr. Bernstein
had made numerous financial demands on the Company.  After the
Company refused his demands, Mr. Bernstein issued a 17-page letter
to the New York State Racing and Wagering Board making numerous
accusations against the Company and certain of its directors,
which the Company maintains are false and baseless.  In the R&W
Letter, Mr. Bernstein reveals the Company's confidential and
proprietary information and discloses confidential attorney-client
privileged communications.  The Company intends to fully cooperate
with the New York State Racing & Wagering Board with respect to
any investigation into this matter.

Empire Resorts' Board of Directors on December 24, 2009, appointed
Joseph A. D'Amato, the Company's Chief Financial Officer, to
replace Mr. Bernstein as Chief Executive Officer of the Company
effective January 1, 2010.

In the complaint, the Company seeks relief from Mr. Bernstein for
his alleged: (i) breach of his employment agreement caused by his
dissemination of the Company's confidential information in
contravention of the terms of the employment agreement as a result
of his widespread dissemination of the R&W Letter, (ii) breach of
his fiduciary duties to the Company caused by his improper use of
and dissemination of the R&W Letter, (iii) violation of his good
faith and loyalty obligations to the Company as a result of, among
other things, disclosing confidential information and attorney-
client privileged information of the Company as a result of his
dissemination of the R&W Letter, and (iv) tortious interference
with prospective business relations caused by Mr. Bernstein's
attempted interference with the Company's business relations with
the St. Regis Mohawk Tribe.

The Company is represented by:

     Jeffrey A. Udell, Esq.
     Lori Marks-Esterman, Esq.
     Peter M. Sartorius, Esq.
     Olshan Grundman Frome Rosenzweig & Wolosky LLP
     Park Avenue Tower
     65 East 55th Street
     New York, New York 10022
     Tel: (212) 451-2300

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

             http://ResearchArchives.com/t/s?4d43

                     Going Concern Doubt

At September 30, 2009, the Company's consolidated balance sheets
showed $51.3 million in total assets and $78.7 million in total
current liabilities, resulting in a $27.4 million shareholders'
deficit.

The Company says its ability to continue as a going concern is
dependent upon a determination that it did not have the obligation
to repurchase its $65 million of 5-1/2% senior convertible notes
on July 31, 2009, and/or its ability to arrange financing with
other sources to fulfill its obligations under a loan agreement
with The Park Avenue Bank of New York.  The Company is continuing
efforts to obtain financing, but there is no assurance that it
will be successful in doing so.  The Company believes these
factors, as well as continuing net losses and negative cash flows
from operating activities, raise substantial doubt about its
ability to continue as a going concern.

On November 9, 2009, Empire Resorts received a notice from The
Bank of New York Mellon Corporation, as indenture trustee under
that certain indenture, dated as of July 26, 2004, by and among
the Company, the Trustee and certain guarantors named therein.
The Notice asserted that an event of default has occurred and is
continuing, which has not been waived, as a result of the
Company's failure to pay the principal amount of the Company's
5-1/2% senior convertible notes, plus accrued and unpaid interest
and liquidated damages, upon the purported timely exercise of
certain put rights under the Indenture.

                     About Empire Resorts

Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empiresorts.com/
-- owns and operates the Monticello Casino & Raceway, a harness
racing track and casino located in Monticello, New York, and 90
miles from midtown Manhattan.


EMRISE CORP: Receives NYSE Arca Non-Compliance Notice
-----------------------------------------------------
Emrise Corporation announced that on January 5, 2010, the Company
received a letter, from the staff of NYSE Arca, Inc. indicating
that the Company's common stock price per share does not comply
with the minimum $1.00 price required for continued listing by
NYSE Arca Equities Rule 5.5(h)(4) because the price of the
Company's common stock has been less than $1.00 since November 17,
2009, and on each of the 30 consecutive trading days immediately
prior to the Notice.

The Company is required to notify the NYSE Arca within 10 business
days of receipt of the Notice of its intent to cure its compliance
deficiency, including specific steps that the Company will
undertake to cure such deficiency, or it will be subject to
suspension and delisting procedures.  On January 11, 2010, the
Company submitted a Plan to the NYSE Arca.  The Company's Plan
discusses the fact that its lender, PEM Group, is currently in the
hands of a US Federal Court appointed bankruptcy receiver at the
request of the Securities and Exchange Commission as a result of
fraud allegations brought by the Commission against the PEM Group
and Danny Pang, its founder and principal.  Specifically, the
Company's Plan to achieve compliance with the NYSE Arca's
continued listing standards within a maximum six-month period from
the date of the Notice is predicated on it paying all outstanding
obligations to its current lender through the sale of assets, in
conjunction with which, the Company believes its stock price may
recover above the $1.00 per share price level.  The price
condition will be deemed cured if the price exceeds $1.00 per
share and the price remains above this level for at least 30
trading days within the six month cure period.

If the NYSE Arca accepts the Company's request for the suspension
of delisting, the Company's common stock will continue to be
listed on the NYSE Arca while it implements the Plan.  However,
the Company's common stock will become subject to the trading
symbol extension ".BC" to denote its non-compliance during the
six-month cure period.  In the event that a $1.00 price per share
of Company common stock is not attained by the expiration of such
six-month cure period, the NYSE Arca is expected to commence
suspension and delisting procedures.  There can be no assurance
that the NYSE Arca will accept the Company's Plan and grant the
suspension for the full six months, if at all, that the Company
will be able to implement the Plan within the prescribed
timeframe, or that implementation of the Plan will have a positive
effect on our stock price in the prescribed time period.

Upon receipt of the NYSE Arca's response to the Company's request
for suspension of delisting, which was submitted by the Company to
the NYSE Arca staff on January 11, 2010, the Company will file an
additional 8-K and will issue another press release regarding the
staff's response.

                     About EMRISE Corporation

EMRISE Corporation (NYSE Arca:ERI) -- http://www.emrise.com/--
designs, manufactures and markets electronic devices, sub-systems
and equipment for aerospace, defense, industrial and
communications markets.  EMRISE products perform key functions
such as power supply and power conversion; radio frequency (RF)
and microwave signal processing; and network access and timing and
synchronization of communications networks.  Primary growth driver
applications for EMRISE products include the use of its RF devices
in radio-controlled improvised explosive device (RCIED) jamming
systems, and the use of its Network Timing and Synchronization
products in edge networks.  EMRISE serves customers in North
America, Europe and Asia through operations in the United States,
England and France.  The Company has built a worldwide base of
customers including a majority of the Fortune 100 in the U.S. that
do business in markets served by EMRISE and many similar-size
companies in Europe and Asia.


EMERSON OVERLOOK: Wants to Hire Macey Wilensky as Bankr. Counsel
----------------------------------------------------------------
Emerson Overlook, LLC, has sought permission from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Macey, Wilensky, Kessler & Hennings, LLC, as bankruptcy counsel.

Macey Wilensky will, among other things:

     (a) prepare necessary schedules, applications, motions,
         answers, orders, reports and other legal matters;

     (b) assist in the examination of the claims of creditors; and

     (c) assist with the formulation and preparation of the
         disclosure statement and plan of reorganization and with
         the confirmation and consummation thereof.

Macey Wilensky will be paid based on the hourly rates of its
personnel:

     Frank B. Wilensky                        $405
     Todd E. Hennings                         $350
     William A. Rountree                      $275
     Vania A. Smith                           $180
     Sandra H. McConnell, Paralegal           $115
     Judy A. Miniatis, Paralegal              $115
     Kathy L. Sexton, Paralegal               $115

Todd E. Hennings, a partner with Macey Wilensky, assures the Court
that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Marietta, Georgia-based Emerson Overlook, LLC, filed for Chapter
11 bankruptcy protection on January 4, 2010 (Bankr. N.D. Ga. Case
No. 10-60282).  Todd E. Hennings, Esq., and William A. Rountree,
Esq., at Macey, Wilensky, Kessler & Hennings LLC, assist the
Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


ENERGYCONNECT GROUP: Amends $5MM Aequitas Credit Facility
---------------------------------------------------------
EnergyConnect Group, Inc., on December 23, 2009, amended its
$5 million Convertible Secured Note Credit Facility with Aequitas
Commercial Finance, LLC.

Under the terms of the amendment, the maturity date of the credit
facility was extended through February 24, 2012, the interest rate
on the facility will be reduced from 30% to 25%, and the permitted
conversion percentage will increase from two-thirds to 100% of the
unpaid principal and interest at an exercise price of $0.096 per
share.

Kevin R. Evans, EnergyConnect's President and Chief Executive
Officer, stated, "We are pleased with the support Aequitas has
shown EnergyConnect and our business model. This extension of the
facility is expected to provide the necessary working capital to
support our business into 2012."

                        Going Concern Doubt

At October 3, 2009, the Company had $14,583,278 in total assets
against $10,601,159 in total current liabilities and $1,878,671 in
total long-term liabilities.

In its report on Form 10-Q for the period ended October 3, 2009,
EnergyConnect said during the year ended January 3, 2009, the
Company incurred net losses of $34,077,050 and generated negative
cash flow from operations in the amount of $4,100,473.  The
Company incurred net losses of $952,113 and generated negative
cash flow from operations in the amount of $590,804 for the nine
months ended October 3, 2009.  The Company's current liabilities
exceeded its current assets by $7,506 as of January 3, 2009.
These factors among others may indicate that the Company may be
unable to continue as a going concern for a reasonable period of
time.

EnergyConnect said its existence is dependent upon management's
ability to develop profitable operations and resolve its liquidity
problems.  Management anticipates the Company will attain
profitable status and improve its liquidity through continued
growth, distribution and sale of its products and services, and
additional equity investment in the Company.

"While we believe our cash availability under this debt facility
along with cash generated by operations will be adequate for the
next twelve months, we may need to obtain additional capital in
order to sustain and expand operations and become profitable.  In
order to obtain capital, we may need to sell additional shares of
our common stock or borrow funds from private lenders while
remaining in compliance with the terms of our debt facility.
There can be no assurance that we will be successful in obtaining
additional funding," EnergyConnect said.

EnergyConnect said if additional financing is not available or is
not available on acceptable terms, it may have to curtail
operations.

                     About EnergyConnect Group

San Jose, California-based EnergyConnect Group, Inc. (OTC Bulletin
Board: ECNG) -- http://www.energyconnectinc.com/-- delivers
industry leading demand response technologies and services to
commercial, educational and industrial consumers enabling them to
manage their use of electricity in response to market prices or
regional power shortages.  The Company's technology platform
provides a scalable, cost-effective, clean technology to enhance
the grid's efficiency and reliability.


ESTELITA VALENTINO: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Estelita Areola Valentino
          aka Estelita Tenchavez
        3482 Deodora Street
        Fremont, CA 94538

Bankruptcy Case No.: 10-40097

Chapter 11 Petition Date: January 6, 2010

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Charles G. Case II

Debtor's Counsel: Sydney Jay Hall, Esq.
                  Law Offices of Sydney Jay Hall
                  1308 Bayshore Hwy. #220
                  Burlingame, CA 94010
                  Tel: (650) 342-1830
                  Email: sydneyhalllawoffice@yahoo.com

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

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

According to the schedules, the Company has assets of $1,820,000,
and total debts of $1,530,900.

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

The petition was signed by Ms. Valentino.


EUGENE ARMSTRONG: Updated Chapter 11 Case Summary
-------------------------------------------------
Joint Debtors: Eugene H. Armstrong
               Peggy A. Armstrong
               102 Vista Drive
               Bridgeport, WV 26330

Bankruptcy Case No.: 09-02934

Chapter 11 Petition Date: December 28, 2009

Court: United States Bankruptcy Court
       Northern District of West Virginia (Clarksburg)

Judge: BK Patrick M. Flatley

Debtors' Counsel: Marcy J. Grishkevich, Esq.
                  3360 Main Street
                  Weirton, WV 26062
                  Tel: (304) 914-3200
                  Fax: (304) 914-3244
                  Email: mgrishkevich@comcast.net

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

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

A list of the Company's 20 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/wvnb09-02934.pdf

The petition was signed by the Joint Debtors.


EVOLUTION FUELS: Debt-for-Equity Swap Cuts Debt by $21 Million
--------------------------------------------------------------
Evolution Fuels, Inc., announced a reduction of roughly $21
Million of its corporate debt through the conversion of the debt
into shares of the Company's common stock, effective as of
December 31, 2009.

This debt was in connection with convertible notes originally
issued in July 2006, and through a settlement agreement, a portion
was exchanged for a new set of convertible notes in December 2008.
A total of 2,060,308 shares of common stock were converted and
issued on December 31, 2009 to the noteholders to satisfy the
approximate $21 million of debt. The converted and issued common
stock is "restricted" as defined under the Securities Act of 1933.

This conversion of debt eliminates over 94% of the financial
liabilities associated with the Company's $52.5 financing package
closed in July 2006.

In total, the Company has eliminated over $110 million of
liabilities since June 30, 2008.

                       About Evolution Fuels

Dallas, Texas-based Evolution Fuels, Inc. (Pink Sheets: EVFN) --
http://www.evolution-fuels.com/-- endeavors to market renewable
transportation fuels at retail fuel stations that will provide
blends of ethanol from 10% to 85% (E10 to E85), and biodiesel
blends from 5% to 20% (B5 to B20).  The Company's plan calls for
the development of a chain of renewable fuel stations that extend
from Texas to Mississippi that will be a combination of "Evolution
Fuels"-branded fuel stations/convenience stores and western-motif
truck stops modeled after the Willie's Place Truck Stop in Carl's
Corner, TX.


FILI ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Fili Enterprises, Inc.
          dba Daphne's Greek Cafe
          aka Daphne's Greek Express
        6125 Cornerstone Court East #100
        San Diego, CA 92121

Bankruptcy Case No.: 10-00324

Chapter 11 Petition Date: January 11, 2010

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

Judge: Chief Judge Peter W. Bowie

Debtor's Counsel: Brendan Collins, Esq.
                  DLA Piper LLP
                  550 S. Hope Street, Suite 2300
                  Los Angeles, CA 90071
                  Tel: (213) 330-7700
                  Email: brendan.collins@dlapiper.com

                  Natasha Johnson, Esq.
                  DLA Piper LLP (US)
                  550 S. Hope Street, Suite 2300
                  Los Angeles, CA 90071
                  Tel: (213) 330-7700
                  Email: natasha.johnson@dlapiper.com

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

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

The petition was signed by George Katakalidis, the Company's chief
executive officer.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
US Foodservice, Inc.       Trade                  $1,115,767
15155 Northam Street
La Mirada, CA 90638

Transwestern Harvest       Lease Store            $146,468
Lakeshore LLC              No. 1093
c/o Harvest Partners/
Lorrie Holmes

AW Southglenn, LLC         Lease Store            $110,714
                           No. 6073

PCCP CS Alberta            Lease Store            $109,010
Cornerstar Colorado, LLC   No. 6072

Media Spot                 Advertising            $101,797

SCI Parkplace Fund, LLC    Lease Store            $95,256
                           No. 1051 closed

Jackson II, LLC            Lease Store            $80,824
                           No. 1075 closed

Forest City Commercial     Lease Store            $80,000
Management                 No. 1011 closed
Temecula Towne Center
Associates, LP

The Robford Company, LLC   Lease Store            $55,000
                           No. 6080

P&R Paper Supply Co., Inc. Operating Expense      $29,000

FR Crow Canyon, LLC        Lease Store            $26,912
c/o Federal Realty         No. 1087
Investment Trust

Aloha Technologies, Ltd.   POS Services           $21,730
c/o Radiant Systems, Inc.

Playa de Oro               Lease Store            $21,085
c/o Decron Properties, LP  No. 6067

Pepsi Cola                 Trade                  $20,000

Southern California Gas    Utilities              $18,844
Company

Prudential Overall Supply  Operating Expense      $17,957

Village Square Dana Park,  Lease Store            $17,543
LLC                        No. 1070 closed

Regency Centers            Lease Store            $16,917
Corporation                No. 1072

DDR Oliver McMillian LP    Lease Store            $14,751
                           No. 1032

Sudberry Properties, Inc.  Lease Store            $14,305
                           No. 1035


FIRSTFED FINANCIAL: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: FirstFed Financial Corp.
        6320 Canoga Ave., #1551
        Woodland Hills, CA 91367

Bankruptcy Case No.: 10-10150

Chapter 11 Petition Date: January 6, 2010

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

Judge: Geraldine Mund

Debtor's Counsel: Jon L. Dalberg, Esq.
                  Landau Gottfried & Berger LLP
                  1801 Century Park East Ste 1460
                  Los Angeles, CA 90067
                  Tel: (310) 557-0050
                  Fax: (310) 557-0056
                  Email: jdalberg@lgbfirm.com

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

Estimated Debts: $100,000,001 to $500,000,000

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

            http://bankrupt.com/misc/cacb10-10150.pdf

The petition was signed by Babette Heimbuch, chief executive
officer of the Company.


FORD MOTOR: Fitch Corrects Press Release; Lifts Rating to 'B-'
--------------------------------------------------------------
Fitch Rating has amended a press release issued earlier, revising
rating information on Ford's subsidiaries.

Fitch has upgraded the Issuer Default Rating for Ford Motor
Company and Ford Motor Credit Company to 'B-' from 'CCC'; the
Outlook remains Positive.  The upgrade is based on an improved
macroeconomic environment, Ford's current cost/pricing/margin
trends, product competitiveness, solid near-term product pipeline,
liquidity position and cashflow prospects.  Fitch expects that
Ford will turn cashflow positive in 2010 as an improving economic
outlook and stabilizing retail financing availability allow the
U.S. market to achieve an annualized run-rate of more than
11.5 million units in the second half of 2010.  An important
factor in the upgrade is Ford Credit's improving access to capital
for retail and dealer financing.

Fitch had previously cited the factors listed below as rationale
for an upgrade.  These points have been largely met, and will
remain the drivers of future upgrades.

  -- Industry sales rebound to an annual 12 million sales level
     more quickly than currently forecast;

  -- Ford's products continue to hold or gain share;

  -- Inventory management at Ford and the industry allows Ford to
     hold or improve product prices;

  -- A clear path to positive free cash flow is projected;

  -- Liabilities continue to be managed or addressed;

  -- Independent access to capital by Ford Credit improves.

Although Fitch expects a relatively modest rebound in industry
sales in 2010 given macroeconomic conditions, a reversal to the
trough levels of 2009 is viewed as increasingly remote.  Although
industry unit sales in 2009 were abysmal, Ford picked up an
impressive 1.2% of market share in the U.S., demonstrating
competitiveness across product segments.  Even in the event of a
relatively flat rebound, Ford's cost-cutting realizations, market
share performance, and pricing indicate that any cash drains will
be limited and can be very comfortably managed within Ford's
liquidity position.  Ford has been consistently disciplined in its
production and inventory management, and this has allowed the
company to demonstrate solid price performance through the first
nine months of 2009.

The step-changes to Ford's cost structure will have largely played
out in the first half of 2010 (although a new buyout program was
recently announced) meaning that margin restoration will become
increasingly dependent on price/volume improvement.  Elevated
commodity costs remain a risk for inputs including steel, copper,
fuel, etc., which could be exacerbated by any extended weakness in
the U.S. dollar.  A spike in fuel prices, of course, also poses
risks on the demand side.  Although pricing will remain a
challenge for the overall industry, Ford's product
competitiveness, technology features and healthy product pipeline
over the next several years indicate that Ford should continue to
outperform the industry.  On the smaller end of its product
lineup, where the consumer is migrating, Ford is exhibiting strong
competitiveness.  Margins on these products are also expected to
benefit from technology and content.

Looking into 2011, it is assumed that the U.S. market could
eventually reach an annualized sales level of 12.5 million units,
at which point Ford's free cash flow could reach $4 billion-
$5 billion.  Further upgrades could occur in 2010 if the outlook
for U.S. economic growth and industry sales continues to improve.

Liquidity remains strong at approximately $24 billion (pro-forma
for certain capital markets transactions).  Ford has demonstrated
steady access to capital, including $2.9 billion in convertibles
at Ford, repeated unsecured debt issues at Ford Credit in the last
six months, and two TALF dealer floorplan issuances in the amount
of $2 billion.  The improved access to credit by Ford Credit
(although at a cost) is a primary factor in the upgrade.  Ford
will be receiving a total of $5.9 billion in loans from the
Department of Energy.

With improved liquidity prospects, Ford should be in a position in
2010 to begin the long process of repairing its balance sheet.
Ford's balance sheet will remain burdened by total debt of
approximately $35 billion, plus required pension contributions.  A
primary driver of Ford's ability to manage its liquidity and
growth in liabilities has been its repeated willingness to issue
equity.  Fitch expects Ford to use equity to the maximum extent
possible (50%) to service its VEBA funding obligation, and could
use equity to service its pension obligations as well.  Open-
market debt repurchases, equity exchanges and equity issuances may
all be part of the equation, which in combination with EBITDA
growth, should result in fairly rapid deleveraging.  Ford's
retention of Ford Credit is a positive to the company's credit and
earnings profile, but the company will remain at a competitive
disadvantage to transplant competitors with better access to
capital and a lower cost of capital.

Ford also termed out the majority of its December 2011 bank
agreement to 2013, addressing its pending near-term maturity
issue.  The size of the facility was reduced from $10.7 billion to
$8.1 billion, with $7.2 billion of it maturing in 2013.

Ford and the auto industry still face numerous challenges to
regaining sustainable profitability and adequate returns on
investment.  The industry will remain saddled with overcapacity in
the U.S. (and globally), despite significant capacity reductions
by the Detroit 3.  The lower reset of the U.S. demand curve,
coupled with scheduled plant and product expansions (Volkswagen,
Kia, Fiat) indicate that overcapacity and the associated price
competition will remain characteristic of the industry through the
next cycle.  Over the near term, growing regulatory and
legislative issues are expected to increase industry costs,
adversely affect margins, restrict access to capital and elevate
the cost of capital.  Such things as uel taxes, gas-guzzler taxes,
state and local tax levies, tax incentives, and environmental,
fuel-efficiency, safety and urban quality of life issues can all
serve to alter auto demand and investment, raising uncertainties
for investors.

The upgrade of Ford Credit and its related subsidiaries reflects
the strong linkage between the ratings of Ford Credit and Ford.
In addition, Ford Credit has demonstrated the ability to finance
its business independent of government programs on both a secured
and unsecured basis, one key element driving the upgrade of Ford.
With approximately $24 billion available, Ford Credit's liquidity
position is considered strong for the current rating.

Fitch has taken these rating actions:

Ford Motor Co.

  -- Long-term IDR upgraded to 'B-' from 'CCC';

  -- Senior secured credit facility upgraded to 'BB-/RR1' from
     'B+/RR1';

  -- Senior secured term loan upgraded to 'BB-/RR1' from 'B+/RR1'.

  -- Senior unsecured affirmed at 'CC/RR6'.

Ford Motor Co. of Australia

  -- Long-term IDR upgraded to 'B-' from 'CCC';
  -- Senior unsecured affirmed at 'CC/RR6'.

Ford Motor Credit Company LLC

  -- Long-term IDR upgraded to 'B-' from 'CCC';
  -- Senior unsecured upgraded to 'B+/RR2' from 'B/RR2';
  -- Short-term IDR upgraded to 'B' from 'C';
  -- Commercial paper upgraded to 'B' from 'C'.

FCE Bank Plc

  -- Long-term IDR upgraded to 'B-' from 'CCC';
  -- Senior unsecured upgraded to 'B+/RR2' from 'B/RR2';
  -- Short-term IDR upgraded to 'B' from 'C';
  -- Commercial paper upgraded to 'B' from 'C';
  -- Short-term deposits affirmed at 'C'.

Ford Capital B.V.

  -- Long-term IDR upgraded to 'B-' from 'CCC';
  -- Senior unsecured upgraded to 'B+/RR2' from 'B/RR2'.

Ford Credit Canada Ltd.

  -- Long-term IDR upgraded to 'B-' from 'CCC';
  -- Senior unsecured to 'B+/RR2' from 'B/RR2';
  -- Short-term IDR upgraded to 'B' from 'C';
  -- Commercial paper affirmed at 'B'.

Ford Credit Australia Ltd.

  -- Long-term IDR upgraded to 'B-' from 'CCC';
  -- Short-term IDR upgraded to 'B' from 'C';
  -- Commercial paper affirmed at 'B'.

Ford Credit de Mexico, S.A. de C.V.

  -- Long-term IDR upgraded to 'B-' from 'CCC'.

Ford Credit Co S.A. de CV

  -- Long-term IDR upgraded to 'B-' from 'CCC';
  -- Senior unsecured upgraded to 'B+/RR2' from 'B/RR2'.

Ford Motor Credit Co. of New Zealand

  -- Long-term IDR upgraded to 'B-' from 'CCC';
  -- Senior unsecured upgraded to 'B+/RR2' from 'B/RR2';
  -- Short-term IDR upgraded to 'B' from 'C';
  -- Commercial paper upgraded to 'B' from 'C'.

Ford Motor Credit Co. of Puerto Rico, Inc.

  -- Short-term IDR upgraded to 'B' from 'C'.

Ford Holdings, Inc.

  -- Long-term IDR upgraded to 'B-' from 'CCC';
  -- Senior unsecured affirmed at 'CC/RR6'.

Ford Motor Co. Capital Trust II

  -- Trust preferred stock affirmed at 'C/RR6'.


FULL OF FAITH MINISTRIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Full of Faith Ministries, Inc.
        2957 Bright Eagle Drive
        Jacksonville, FL 32226

Bankruptcy Case No.: 10-00075

Chapter 11 Petition Date: January 6, 2010

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

Judge: Chief Judge Peter W. Bowie

Debtor's Counsel: Gerald B. Stewart, Esq.
                  220 East Forsyth Street
                  Jacksonville, FL 32202
                  Tel: (904) 353-8876
                  Fax: (904) 356-2776
                  Email: geraldstewart@fdn.com

Estimated Assets: Not Stated

Estimated Debts: $0 to $50,000

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

The petition was signed by Gennell L. Coats, president of the
Company.


G.A.F MANAGEMENT: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: G.A.F Management, LLC
        6368 Hollywood Blvd, 2nd Floor
        Los Angeles, CA 90028

Bankruptcy Case No.: 10-11029

Chapter 11 Petition Date: January 11, 2010

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

Judge: Richard M. Neiter

Debtor's Counsel: John P. Kreis, Esq.
                  350 S Grand Ave, Ste 1520
                  Los Angeles, CA 90071
                  Tel: (213) 613-1049
                  Fax: (213)330-0258
                  Email: jkreis@attglobal.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 $5,643,953,
and total debts of $5,990,556.

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

             http://bankrupt.com/misc/cacb10-11029.pdf

The petition was signed by Awad Anthony, managing member of the
Company.


GENERAL MOTORS: Continues Review of SAAB Bids Amid Wind Down Plans
------------------------------------------------------------------
General Motors Company confirmed in a public statement dated
January 8, 2010, that it has commenced wind down of its Swedish
unit Saab Automobile AB.  GM, however, said it has received
proposals for Saab and is evaluating those proposals.

GM has hired AlixPartners to supervise the wind down of Saab and
has sought approval from appropriate authority in Sweden.
According to GM, wind down of Saab will take several months, and
will ensure that employees, dealers and suppliers are adequately
protected.  GM however assured Saab customers that their
warranties will continued to be honored and service and spare
parts remain available for these customers.

Spyker Cars NV submitted a revised offer while Formula One supremo
Bernie Ecclestone in cooperation with Genii Capital, a Luxembourg
private equity firm, and a group of Swedish investors led by Jan
Nygren, submitted offers for Saab pursuant to a January 7, 2010
bid extension made by GM, The Boston Globe noted on January 8,
2010.

GM Chief Executive Officer Edward Whitacre, however, commented
that a deal to acquire GM's Swedish unit Saab Automobile AB is not
likely.  Unionen at Saab head Anette Hellgren viewed Mr.
Whitacre's comments as negotiation tactics, according to a January
7, 2010 Dow Jones Newswires report.  Ms. Hellgren noted that it is
odd considering that deadline for revised bids for Saab was
extended to January 7, 2010.

"None of the offers for Saab have been sufficiently attractive to
be better than a wind down solution," confirmed GM Vice Chairman
Bob in an interview with Bloomberg News on January 11, 2010.

Mr. Lutz however noted that negotiations from some Saab offers
might be enough to reverse GM's decision to close Saab, Bloomberg
related.  GM is still hopeful that it will find a good offer for
Saab, which offer can reverse the shutdown of the Swedish unit,
Mr. Lutz added in the Bloomberg interview.

A shut down of Saab could affect 3,400 jobs, and 1,000 dealers,
Reuters disclosed on January 6, 2010.

However, Saab workers facing unemployment could find 1,000 jobs if
they move to Vaesteraas, Sweden, Detroit Free Press reported on
December 24, 2009.  Saab workers could be hired by, among others
Bombardier Inc., the world's biggest maker of passenger
locomotives, Alstom SA, the largest train maker, and ABB Ltd., the
largest power-transmission network builder which have plants
located in Vaestraas, the report noted

Moreover, about 50 Saab enthusiasts gathered outside GM's
headquarters on January 5, 2009, asking GM to consider sale of
Saab to Spyker or any bidder instead of shutting down Saab, Ryan
Emge, organizer of the meeting, according to a January 7, 2010
Bloomberg News report.

                         *    *    *

GM Europe Stefan clarified that GM is unaware of any plan to send
tooling for Saab unit's 9-5 model to China, Bloomberg News
reported on January 10, 2010.  However, GM will send these tools
to China for the production of Buick, thus reducing the value of
the Swedish assets, Bloomberg reported on January 10, 2010, citing
Dagens Industri's report.

A January 11, 2010 AFP report noted that GM is holding talks with
Spyker regarding the sale of Saab, citing a source familiar with
the matter.  Based on AFP's source, Spyker is the only one with an
attractive offer for Saab.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: February 10 Set as Property Bar Date
----------------------------------------------------
The Bankruptcy Court entered an order approving the oral motion of
Motors Liquidation Company and its debtor-affiliates to establish
procedures for filing proofs of claim (i) filed by entities
residing adjacent to, or in the proximity of, certain of the
Debtors' properties, and (ii) to any claims that the Residents may
have with respect to their real property, arising from being
located adjacent to, or in the proximity, of certain of the
Debtors' Properties.

Judge Gerber established February 10, 2010 at 5:00 p.m. (Eastern
Time), as the deadline for filing Property Claims.  The Property
Claims must be filed with the Court or sent to Garden City Group,
Inc., as the Debtors' Claims agent, to these addresses:

   The Garden City Group, Inc.
   Attn: Motors Liquidation Company Claims Processing
   5151 Blazer Parkway, Suite A
   Dublin, Ohio 43017

   If by first-class mail:

   The Garden City Group, Inc.
   Attn: Motors Liquidation Company
   P.O. Box 9386
   Dublin, Ohio 43017-4286

   or

   If by hand delivery:

   United States Bankruptcy Court, SDNY
   One Bowling Green
   Room 534
   New York, New York 10004

Property Claims must:

   -- be written in the English language;

   -- be denominated in lawful currency of the United States as
      of June 1, 2009;

   -- conform substantially to the Official Bankruptcy Form No.
      10;

   -- specify the Debtor against which the Claim is filed;

   -- set forth with specificity the legal and factual basis for
      the alleged Claim;

   -- include supporting documentation or an explanation as to
      why the Documentation is not available; and

   -- be signed by the claimant or, if the claimant is not an
      individual, by an authorized agent of the claimant.

If a claimant asserts a Property Claim against more than one
Debtor, the claimant must file a separate Proof of Claim against
each Debtor.  Proofs of claim sent by facsimile, telecopy, or
electronic mail transmission will not be accepted.

The Court does not require the filing of Property Claims from any
person or entity:

   (1) whose Property Claim is listed on the Debtor' schedules of
       assets and liabilities, or whose Property  Claim is not
       described thereon as "disputed," "contingent," or
       "unliquidated;"

   (2) who does not dispute the amount or classification of the
       Property Claim set forth in the Schedules, and

   (3) who does not dispute that the Property Claim is an
       obligation of the specific Debtor against which the
       Property Claim is listed on the Schedules.

   (4) whose claim has been paid in full;

   (5) who holds a claim allowable under Sections 503(b) and
       507(a)(2) of the Bankruptcy Code as an administrative
       expense;

   (6) who holds a Property Claim that has been allowed by
       the Court on or before February 10, 2010;

   (7) for which a separate deadline to file proofs of claim is
       fixed by the Court;

   (8) that is a Debtor having a Property Claim against another
       Debtor;

   (9) who, as of the Property Bar Date, is an affiliate
       of any Debtor, as defined in Section 101(2) of the
       Bankruptcy Code;

  (10) who has already properly filed a Claim; and

  (11) relies on the Schedules has the responsibility to
       determine that its Claim is accurately listed in the
       Schedules.

Any holder of a Property Claim against the Debtors that is
required but fails to file a Proof of Claim in accordance with
this Order on or before February 10, 2010, will be forever barred,
estopped and enjoined from asserting a Property Claim against the
Debtors.

A schedule of Material Properties owned by the Debtors is
available for free at:

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

The Court's Order applies only to Property Claims.  The Existing
Bar Date Order and Existing Bar Date will continue to apply in all
respects to all other claims and entities, Judge Gerber ruled.

          General Claims Bar Date Extension Denied

Meanwhile, Judge Gerber denied the request of Aurelius Capital
Management, LP, Drawbridge Special Opportunities Advisors, LLC,
Fortress Credit Opportunities Advisors, LLC, Appaloosa Management
L.P., Elliot Associates, LP, Perry Partners, L.P., and Perry
Partners International, Inc., to modify the deadline for filing
proofs of claim in the Debtors' cases, as established by the Court
on November 30, 2009.

Aurelius, et al., are holders or managers of funds that are
holders of the BP350,000,000 8.375% Guaranteed Notes due
December 7, 2015 and the BP250,000,000 8.875% Guaranteed Notes due
July 10, 2023 guaranteed by Motors Liquidation Co.

The Moving Parties are subject to the Bar Date Order in all
respects, Judge Gerber ruled.

Onex Debt Opportunity Fund, Ltd., and Redwood Master Fund, Ltd.,
as the other holders of Nova Scotia Notes who contacted counsel
for Aurelius, et al., will also be subject to the Bar Date Order
in all respects, Judge Gerber added.  However, the Bar Date with
respect to the Contacting Noteholders' Debt Claims, in relation to
the Nova Scotia Notes, will be extended to 5:00 p.m. (New York
time) on December 10, 2009, the Court said.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Old GM Wants Plan Exclusivity Until May 27
----------------------------------------------------------
Motors Liquidation Company and its debtor-affiliates ask Judge
Robert E. Gerber of the United States Bankruptcy Court for the
Southern District of New York to further extend:

  (1) their exclusive right to file a Chapter 11 plan through and
      including May 27, 2010; and

  (2) the exclusive right to solicit acceptances of that plan
      through and including July 27, 2010.

The Debtors' Exclusive Periods have been extended, pursuant to
Section 1121(d) of the Bankruptcy Code, to January 27, 2010, for
the Plan Filing Deadline and March 29 for the Solicitation Period.
In October 2009, the Debtors' affiliates, Remediation and
Liability Management Company, Inc., and Environmental Corporate
Remediation Company, Inc., filed for Chapter 11 bankruptcy and had
an initial Exclusive Plan Filing Deadline of February 5, 2010, and
Exclusive Solicitation Deadline of April 7.

Harvey R. Miller, Esq., at Weil Gotshal & Manges LLP, in New York,
tells the Court that it is unquestionable that the Debtors have
made substantial progress in the Chapter 11 cases.  He points out
in only six months, the Debtors have, among other things:

   * completed the sale of substantially all of their assets to
     New General Motors pursuant to Section 363 of the Bankruptcy
     Code that resulted in substantial recoveries to the estates
     and preservation of employment for approximately 235,000
     employees worldwide, including 91,000 domestic employees,
     after a three-day trial;

   * responded to several appeals of the order approving the 363
     Transaction;

   * analyzed more than 780,000 contracts in connection with the
     assumption and assignment to New GM, and, to date, filed 10
     omnibus motions to reject more than 315 executory contracts
     and unexpired leases of nonresidential real property;

   * conducted a comprehensive, objective, and quantitative
     evaluation of each of the Debtors' approximate 6,000
     dealerships, negotiated with each of them, and rejected
     approximately 38 dealerships in total;

   * established global procedures for asset sales and began the
     process of selling certain de minimis assets;

   * established the Debtors' General Claims Bar Date, Property
     Bar Date, and the Bar Date in REALM & ENCORE's Chapter 11
     cases;

   * begun analyzing the more than 68,000 proofs of claim filed
     in an aggregate amount of approximately $217 billion that
     the Initial Debtors have received thus far, of which over
     30,000 are unliquidated, approximately 27,272 are asbestos-
     related, and 318 are environmental related;

   * negotiated settlements with certain equipment lessors
     resulting in modifications to lease agreements and
     assumption and assignment to New GM of the modified leases,
     resulting in the reduction or elimination of hundreds of
     millions of dollars in rejection damages;

   * begun preparation of a term sheet for a Chapter 11 plan; and

   * responded to countless inquiries related to the status of
     the Chapter 11 cases and specific contract counterparty
     demands.

Mr. Harvey notes that the process to reconcile thousands of
unliquidated and litigation claims has now commenced and is vital
to implementation of a Chapter 11 plan.  However, analysis of the
entire universe of claims asserted against the Debtors' estates
remains incomplete, he says.

Mr. Harvey continues that the Debtors are finalizing a term sheet
for a proposed Chapter 11 plan so that it can be presented to the
Official Committee of Unsecured Creditors.  In this regard, the
Debtors intend to work with the Creditors' Committee and other
parties to build consensus for a consensual plan, he says.

"An extension of the Exclusive Periods will enable the Debtors to
harmonize the diverse and competing interests that exist and seek
to resolve conflicts in a reasoned and balanced manner," Mr.
Harvey tells the Court.

Mr. Harvey avers that further extension of the Exclusive Periods
is warranted, because, inter alia, (i) the Debtors' cases are
large and complex, (ii) substantial good faith progress has been
demonstrated, (iii) the Debtors are not seeking to use exclusivity
to pressure creditors into accepting a plan they find
unacceptable, (iv) important contingencies must be resolved, and
(v) the Debtors have been paying their postpetition obligations as
they become due.

The requested Exclusive Periods Extension is "realistic and
necessary, will not prejudice the legitimate interest of creditors
and other parties in interest, and will afford them a meaningful
opportunity to pursue a feasible and consensual Chapter 11 plan,
Mr. Harvey maintains.

The Court will convene a hearing on January 20, 2010, to consider
approval of the Debtors' request.  Objections, if any, must be
filed by January 13.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: New GM to Promptly Sell Nexteer Business
--------------------------------------------------------
In a public statement dated January 7, 2010, General Motors
Company said it will sell Nexteer Automotive business immediately.
GM explained that it seeks to realign Nexteer as a wholly
independent entity, thus positioning Nexteer's business for growth
among a wide range of global original equipment manufacturers
customers.  GM added that it will identify suitable potential
buyers and conclude a transaction as soon as practicable.

GM Global Steering Holdings LLC acquired Delphi Corp.'s Global
Steering business, now known as Nexteer, in October 2009.  Nexteer
employs 6,200 workers and owns 15 manufacturing plants in North
and South America, Europe and Asia, Reuters noted.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Talks on Opel Restructuring Plan Resume Jan. 14
---------------------------------------------------------------
Negotiations on the restructuring of General Motors Co.'s
Opel/Vauxhall operations in Europe are set to resume on
January 14, 2010, GM's Interim Chief Executive Officer Edward E.
Whitacre said in a conference in Detroit, Michigan on January 6.

As widely reported, the Works Council in Berlin, Germany called
GM's restructuring plan for Opel -- proposed in December 2009 --
"unacceptable" as it contemplated to cut 9,000 jobs.  Council
Chief and Opel Supervisory Board Member Klaus Franz said that the
job cuts were "economic nonsense" and that Opel would anyway lose
10,500 jobs by 2013 through voluntary departures and retirements.

No detail of the plan has been published, reports added.

During the Jan. 14 meeting, GM is expected to present its
blueprint for Opel's revival, and to persuade Germany and other
European Union countries to back its EUR3.3 billion or $4.75
billion plan.

"Even if GM is able to mend fences in Germany, Opel's future is
uncertain.  The unit hasn't made a profit in a decade.  And
despite a deep restructuring five years ago and . . . a volley of
new models, it has struggled in Europe's crowded car market,"
Vanessa Furhmans of The Wall Street Journal opined.

GM had angered officials for backing out of the lengthy
negotiations with Magna International Inc. and Savings Bank of the
Russian Federation for the finalization of the sale of Opel in
November 2009.  Sberbank demanded compensation from GM for the
failed deal to buy Opel, threatening to otherwise "demand
compensation in court," The Associated Press reported in December
2009.

"We think that GM's commitment went so far that they should have
sealed the deal," Sberbank Chief Executive German Gref stated.

               Reilly: GM Europe Moving Forward

In a blog posted January 8, 2010, GM Europe President Nick Reilly
revealed that the Company "will be constantly and steadily moving
forward, pushing the company ahead, thereby supporting GM's goal
of designing, building and selling the world's best cars."

"We must work fast to reduce our capacity, while maintaining
productivity and quality.  But reducing capacity and structural
cost, both of which are critical, will not be enough. I am keenly
aware that we must keep our eyes on our goal of designing and
building stylish cars with exciting innovations at an affordable
price," Mr. Reilly noted.

will begin a new product offensive that will see a major re-vamp
of our line-up. This year alone we will launch seven new products.

Mr. Reilly also announced that he will be presenting "my
management team soon [composed of] . . . a great mix of people
familiar with the Opel/Vauxhall organization and others who can
bring new, innovative opinions and approaches."

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Offering More Lease Deals, CEO Whitacre Says
------------------------------------------------------------
Sharon Terlep at Dow Jones Newswires reports General Motors Co.
Chief Executive Ed Whitacre told reporters at the North American
International Auto Show on Tuesday in Detroit that GM has been
slowly able to offer more lease deals, easing a problem that has
hurt GM's sales, especially in the luxury market.

According to Ms. Terlep, being able to offer leases is critical,
particularly in the market for luxury vehicles, where leasing
accounts for about one-third of the business.  She notes GM's
rivals have won customers by offering more competitive lease deals
than GM can manage.

According to Dow Jones, GM has said that it won't return to the
historically high levels of leasing, but would like the practice
to comprise roughly 7% of sales.

Ms. Terlep notes GM was locked out of the leasing business for
most of 2009 as tight credit limited access to financing and the
auto maker's lending partner, GMAC, struggled financially.  Late
last year, according to the report, roughly 2% of GM's sales were
through leases, down from a more typical 20%.  Ms. Terlep relates
Mr. Whitacre wouldn't say how much leasing had picked up in recent
months, but said GMAC has freed up more financing for leases.

Dow Jones notes that without the ability to compete in leasing,
sales of GM's Cadillac luxury brand fell 32% in 2009, more than
the average 25% decline for luxury vehicles.

Meanwhile, last week GM said it is committed to participating in a
professional, effective arbitration process for Chevrolet, Buick,
GMC and Cadillac dealers who received a complete or partial wind-
down agreement and want to file for reinstatement.  "We are
working within the procedures of Section 747 of the Consolidated
Appropriations Act of 2010 (H.R. 3288).  GM will provide dealers
covered by the statute with a letter that explains why they
received a wind-down agreement by Jan. 15, and all decisions
regarding reinstatement will be completed within six months," the
Company said in a statement.

                       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)


GENMAR HOLDINGS: Committee Protest Sale of Assets to Buyers
-----------------------------------------------------------
The Official Committee of Unsecured Creditors on Genmar Holdings
Inc.'s asked the Bankruptcy Court to set aside the results of the
auction for the assets or deny the approval of Irwin Jacobs' offer
for the Company's Carver and Marquis lines.

According to Sounding Trade Only Today, the Creditors Committee is
opposing the sale on grounds that the aggregate amount of the
prevailing bid will not (i) satisfy the secured and administrative
expense claims, and (ii) provide nothing for the prepetition
unsecured creditors.  About 4,000 unsecured creditors that are
owed more than $100 million stand to recover nothing if the asset
sales fail to generate enough proceeds.

As reported by the TCR on January 11, Genmar Holdings disclosed
that all of its assets have been sold in accordance with an
auction process.  The highest bidders for the assets were: (1)
Platinum Equity's acquisition of essentially all of the assets for
$70 million; (2) J&D Acquisitions, LLC's acquisition of
Carver/Marquis for $6.05 million; and (3) MCBC Hydra Boats, LLC's
acquisition of Hydra-Sport for $1 million.

The sale transactions are subject to approval by the Bankruptcy
Court, which is scheduled for hearing on January 13, 2010. The
closing date of the transactions is scheduled for January 20,
2010.

                    About Genmar Holdings, Inc.

Pulaski, Wisconsin-based Carver Italia, LLC, and its affiliates,
including Genmar Holdings, Inc. -- http://www.genmar.com/--
is the world's second-largest manufacturer of fiberglass
powerboats.  It generated $460 million in annual revenue making
boats using brand names including Carver, Four Winns, Glastron,
Larson, and Wellcraft.

Genmar and an affiliate filed for Chapter 11 bankruptcy protection
on June 1, 2009 (Bankr. D. Minn. Case No. 09-33773, and 09-43537).
James L. Baillie, Esq., and Ryan Murphy, Esq., at Fredrikson &
Byron, PA, assist the Debtors in their restructuring efforts.
Carver Italia listed $10 million to $50 million in assets and
$100 million to $500 million in debts.

Manchester Companies, Inc., was named Chief Restructuring Officer
of Genmar and approved by the Bankruptcy Court in June and has
been managing the company's restructuring process since then.


GLOBAL DEMOLITION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Global Demolition & Recycling, LLC, Debtor
        P.O. Box 54
        Fort Howard, MD 21052

Bankruptcy Case No.: 10-10026

Chapter 11 Petition Date: January 6, 2010

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtor's Counsel: Donna L. Harris, Esq.
                  Pinckney, Harris & Weidinger, LLC
                  1220 N. Market Street, Suite 950
                  Wilmington, DE 19801
                  Tel: (302) 504-1499 - Direct
                  Fax: (302) 442-7046
                  Email: dharris@phw-law.com

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

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

A list of the Company's 20 largest unsecured creditors is
available for free at:

             http://bankrupt.com/misc/deb10-10026.pdf

The petition was signed by Albert Arillotta, managing member of
the Company.


GMI FINANCIAL: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: GMI Financial Group, Inc.
        Po Box 306
        Safford, AZ 85548

Bankruptcy Case No.: 10-00214

Chapter 11 Petition Date: January 6, 2010

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

Judge: Eileen W. Hollowell

Debtor's Counsel: Dennis J. Wortman, Esq.
                  202 East Earll Drive, Ste. 490
                  Phoenix, AZ 85012
                  Tel: (602) 257-0101
                  Fax: (602) 279-5650
                  Email: djwortman@azbar.org

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 Tim E. Alder, president of the Company.


GOODY'S LLC: Plan Confirmation Objections Due February 19
---------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware will convene a hearing on March 3, 2010,
at 9:00 a.m. (Eastern Time), to consider confirmation of the Plan
of Liquidation of Goody's LLC.  The hearing will be held at 824,
N. Market Street, 5th Floor, Courtroom No. 6, Wilmington, DE
19801.

Objections, if any, are due on February 19, 2010, at 4:00 p.m.
(ET).

According to the report, Goody's is sending the Plan to creditors
after it won approval of the disclosure statement explaining the
Plan.

Goody's LLC's liquidating Chapter 11 plan contemplates the
distribution of $7 million remaining from the sale of assets that
generated $119 million.  The Plan calls for distributions
according to the priorities contained in bankruptcy law.

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

A full-text copy of the Plan of Liquidation is available for free
at http://bankrupt.com/misc/Goody'sLLC_Plan.pdf

Headquartered in Wilmington, Delaware, Goody's LLC, successor to
Goody's Family Clothing Inc., operates a chain of clothing stores.

Goody's Family Clothing Inc., and 19 of its affiliates filed for
Chapter 11 protection on June 9, 2008 (Bankr. D. Del. Lead Case
No. 08-11133).  Gregg M. Galardi, Esq., and Marion M. Quirk, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings,
Esq., at Bass, Berry & Sims PLC, represented the Debtors.  The
Company emerged from bankruptcy October 20, 2008, after closing
more than 70 stores.  The reorganized entity was named Goody's
LLC, and headquartered in Wilmington, Delaware.

Goody's subsequently announced plans to liquidate in January
2009 when it was unable to restructure terms with creditors.
Goody's LLC and 13 of its affiliates filed for Chapter 11
protection on January 13, 2009 (Bankr. D. Del. Lead Case No.
09-10124).  M. Blake Cleary, Esq., at Young, Conaway, Stargatt &
Taylor, LLP; Paul G. Jennings, Esq., Gene L. Humphreys, Esq.,
Edward C. Meade, Esq., and Kristen C. Wright, Esq., at Bass Berry
& Sims PLC represent the Debtors as counsel.  Skadden, Arps, Slate
Meagher & Flom, LLP, is the Debtors' special counsel; FTI
Consulting Inc. is the Debtors' financial advisor.  Goody's has
closed its 282 stores and liquidated its inventory and other
assets.  In its schedules, Goody's LLC listed assets of
$542,231,601 and liabilities of $510,471,005.


GRAND APARTMENTS: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Grand Apartments, LLC
        2001 Avenue A
        Kearney, NE 68847

Bankruptcy Case No.: 09-43554

Chapter 11 Petition Date: December 10, 2009

Court: United States Bankruptcy Court
       District of Nebraska (Lincoln Office)

Debtor's Counsel: Galen E. Stehlik, Esq.
                  Lauritsen, Brownell, Brostrom, Stehlik
                  724 W. Koenig, P.O. Box 400
                  Grand Island, NE 68802
                  Tel: (308) 382-8010
                  Fax: (308) 382-8018
                  Email: galens@lauritsenlaw.com

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

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

A list of the Company's 3 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/neb09-43554.pdf

The petition was signed by Erica Sikes.


GRAND SEAS: Wants Chapter 11 Plan Filing Extended until March 7
---------------------------------------------------------------
Grand Seas Resort Partners asks the U.S. Bankruptcy Court for the
Southern District of New York to extend its exclusive periods to
file a Chapter 11 plan of reorganization and to solicit
acceptances of that Plan until March 7, 2010, and May 6, 2010,
respectively.

The Debtor relates that it needs additional time to formulate and
solicit acceptances of the Plan.

Miami, Florida-based Grand Seas Resort Partners operates a real
estate business.  The Company filed for Chapter 11 on Sept. 8,
2009 (Bankr. S.D. Fla. Case No. 09-28973).  Hinshaw & Culbertson
LLP 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.


GREEKTOWN HOLDINGS: Fine Consulting Charges $2.5MM for Sept-Nov.
----------------------------------------------------------------
Professionals retained in connection with Greektown Holdings LLC's
bankruptcy cases filed applications for payment of fees and
reimbursement of expenses for the quarter period September to
November 2009:

Professional        Applicable Period         Fees     Expenses
------------        -----------------     ----------   --------
Fine Consulting,    09/01 to 11/30/09     $2,565,463   $218,231
Inc. d/b/a The Fine
Point Group

Conway Mackenzie,   09/01 to 11/30/09      1,259,222     52,333
Inc.

Schafer and Weiner  09/01 to 11/30/09        803,656     80,844
PLLC

XRoads Solutions    09/01 to 11/30/09        605,202      5,855
Group LLC

Honigman Miller     09/01 to 11/30/09        613,771      8,822
Schwartz and Cohn
LLP

Charles S. Edelman  09/01 to 11/30/09        450,000     10,375
LLC

Moelis & Company    09/01 to 11/30/09        450,000    419,834
LLC

Clark Hill PLC      09/01 to 11/30/09        440,790     25,855

Ernst & Young LLP   09/01 to 11/30/09        367,088      3,023

Jackier Gould PC    09/01 to 11/30/09        123,330      5,468

Signature           09/01 to 11/30/09         40,000          0
Associates

Floyd E. Allen 7    09/01 to 11/30/09            975          0
Associates P.C.

                          *     *     *

           Court Approves XRoads June to August Fees

The Court has approved XRoads' interim fee application for the
period from June 1 to August 31, 2009, where XRoads sought
$474,108 in fees and reimbursement of $2,205 for necessary
expenses.

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.

Greektown Holdings listed assets and debts of $100 million to
$500 million in its bankruptcy petition.

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


GREEKTOWN HOLDINGS: November Casino Revenues Total $28.4MM
----------------------------------------------------------
The Michigan Gaming Control Board stated in its Web site that
Greektown Casino's aggregated adjusted revenues for November 2009
is $28,442,692.  Of this revenue, Greektown Casino's state
wagering tax is $3,441,565.

The Gaming Board also released the November 2009 revenues of two
other Detroit casinos, MGM Grand Detroit and MotorCity Casino.
The Board notes that MGM Grand Detroit earned $42,881,772 in
November 2009 and MotorCity Casino had $34,959,624 in revenues
for the same period.

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.

Greektown Holdings listed assets and debts of $100 million to
$500 million in its bankruptcy petition.

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


GREEKTOWN HOLDINGS: U.S. Trustee Opposes Nunc Pro Tunc Retention
----------------------------------------------------------------
Daniel M. McDermott, the United States Trustee for Ohio and
Michigan, argues that Greektown Holdings LLC's application to
employ Stout Risius Ross as appraisers fails to state a basis for
granting the "extraordinary remedy of nunc pro tunc employment."

Courts generally require a showing of more than mere inadvertence
to justify the entry of a nunc pro tunc employment order, the
U.S. Trustee points out.

Counsel to Greektown, Daniel J. Weiner, Esq., at Schafer and
Weiner PLLC, in Bloomfield Hills, Michigan, relates that Stout
Risius Ross performed two appraisals for the Debtors between
January 19, 2009, and August 17, 2009, in relation to certain
offers to purchase real property and accrued fees totaling
$13,000.  He tells the Court that due in part to the limited
nature of the work performed by the firm, the Debtors and SRR
inadvertently did not seek the Court's approval of the performance
of SRR's services.

The Properties appraised by SRR are the 1001 Brush Parking Garage
and the 422 E. Lafayette Parking Lot.  SRR valued the Properties
and delivered final written appraisal reports to the Debtors in
August 2009.

Accordingly, by this application, the Debtors seek the Court's
authority to employ SRR as real property appraisers nunc pro tunc
to January 19, 2009.  Mr. Weiner notes that SRR has not performed
additional services since August 17, 2009, and currently has not
been engaged to perform any additional services.

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.

Greektown Holdings listed assets and debts of $100 million to
$500 million in its bankruptcy petition.

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


GRUBB & ELLIS: Wellington Management Discloses 20.83% Stake
-----------------------------------------------------------
Wellington Management Company, LLP, in its capacity as investment
adviser, may be deemed to beneficially 15,609,501 shares or
roughly 20.83% of the common stock of Grubb & Ellis Company.
Wellington Management said included in this number is 125,000
shares of 12% Cumulative Participating Perpetual Convertible
Preferred Stock which is convertible within 60 days to 7,575,750
shares of Common Stock of Grubb & Ellis.

                  About Grubb & Ellis Company

Named to The Global Outsourcing 100(TM) in 2009 by the
International Association of Outsourcing Professionals(TM), Santa
Ana, California-based Grubb & Ellis Company (NYSE: GBE) --
http://www.grubb-ellis.com/-- claims to be one of the largest and
most respected commercial real estate services and investment
companies in the world.  Its 6,000 professionals in more than 130
company-owned and affiliate offices draw from a unique platform of
real estate services, practice groups and investment products to
deliver comprehensive, integrated solutions to real estate owners,
tenants and investors.

Grubb & Ellis Company reported an upside-down balance sheet at
September 30, 2009.  The Company had total assets of $342,178,000
against total liabilities of $357,948,000 at September 30.  The
Company said stockholders' deficit attributable to Grubb & Ellis
was $16,410,000; non-controlling interests were $640,000; and
total deficit was $15,770,000 at September 30.

As reported by the Troubled Company Reporter, Grubb & Ellis on
October 1, 2009, obtained an amendment to its senior secured
revolving credit facility which, among other things, modifies and
provides the Company an extension from September 30, 2009, to
November 30, 2009, to (i) effect its recapitalization plan and in
connection therewith to effect a prepayment of at least 72% of the
Revolving Credit A Advances, and (ii) sell four commercial
properties, including the two real estate assets that the Company
had previously acquired on behalf of Grubb & Ellis Realty
Advisors, Inc.


GULFSTREAM CRANE: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Gulfstream Crane, LLC, filed with the U.S. Bankruptcy Court for
the Southern District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $80,592,722
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $80,939,175
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $337,190
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,879,377
                                 -----------      -----------
        TOTAL                    $80,592,722      $84,155,742

Pompano Beach, Florida-based Gulfstream Crane, LLC -- dba General
Crane -- is engaged primarily in the business of supplying and
renting crane, hoist and rigging equipment.  The Company operates
and maintains facilities in Florida, Georgia and Texas.

The Company filed for Chapter 11 bankruptcy protection on
December 8, 2009 (Bankr. S.D. Fla. Case No. 09-37091).  Michael D.
Seese, Esq., who has an office in Fort Lauderdale, Florida,
assists the Company in its restructuring effort.  The Company
listed $50,000,001 to $100,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


HAEMACURE CORPORATION: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Haemacure Corporation
        215 Redfern Ave., Suite 100
        Montreal, Quebec H3Z 3L5
        CANADA

Bankruptcy Case No.: 10-00359

Chapter 11 Petition Date: January 8, 2010

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

About the Business: Haemacure Corporation (TSX: HAE) --
                    http://www.haemacure.com-- is a specialty
                    bio-therapeutics company developing high-value
                    human biological adhesives, hemostats and
                    therapeutic proteins.

Debtor's Counsel: Charles A. Postler, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 E Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Email: cpostler.ecf@srbp.com

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

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

A list of the Company's 20 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/flmb10-00359.pdf

The petition was signed by Gilles Lemleux, secretary of the
company.


HALCYON MUSIC PUBLISHING: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Halcyon Music Publishing, LLC
        8455 Beverly Blvd, Suite 600
        Los Angeles, CA 90048

Bankruptcy Case No.: 10-10851

Debtor-affiliates filing separate Chapter 11 petitions August 17,
2009:

        Entity                                     Case No.
        ------                                     --------
T Asset Acquisition Company, LLC                   09-31853
Halcyon Holding Group, LLC
  dba The Halcyon Company                          09-31854
Dominion Group                                     09-31855

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Halcyon Games, LLC                                 10-10852

Chapter 11 Petition Date: January 9, 2010

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

Debtor's Counsel: Monserrat Morales, Esq.
                  10100 Santa Monica Blvd., Ste 1450
                  Los Angeles, CA 90067
                  Tel: (310) 552-3100
                  Fax: (310) 552-3101
                  Email: mmorales@pwkllp.com

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

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

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

The petition was signed by Derek Anderson.


HAVEN HEALTHCARE: Raymond Termini Pleads Guilty of Wire Fraud
-------------------------------------------------------------
April Wortham, staff writer at Nashville Business Journal reports
that Raymond Termini pleaded guilty to conspiracy to commit wire
fraud and monetary transaction property derived from specified
unlawful activity related Omega Healthcare Investors that Haven
Healthcare operated and managed.  Mr. Termini faces a maximum 10
years and a fine of up to $500,000.

Mr. Termini, according to the report, admitted that he used the
money for sprinklers at the Company's facilities and obtained a $6
million loan to reduce Haven Healthcare's debt but was spent on
other purposes including buying real estate in his wife's name.
He agreed to forfeit $500,000 in the form of a lien on the
property controlled by his wife.

                     About Haven Healthcare

Headquartered in Middletown, Connecticut,  Haven Healthcare
Management LLC -- http://www.havenhealthcare.com/-- provides
nursing care to the elderly in New England, Connecticut.  The
company operates health centers and assisted living facilities.
In addition, the company specializes in short-term rehabilitative
care and long-term care.

The company and 46 of its affiliates filed for chapter 11
protection on Nov. 22, 2007 (Bankr. D. Conn. Lead Case No. 07-
32719).  Moses and Singer LLP serves as the Debtors' counsel.
Kurtzman Carson Consultants LLC is the Debtors' claims and
notice agent.  The U.S. Trustee for Region 2 appointed nine
creditors to serve on an Official Committee of Unsecured Creditors
in this case.  Pepper Hamilton LLP is counsel and Neubert Pepe &
Monteith P.C. as its co-counsel to the Creditors Committee.  When
the Debtors sought protection from their creditors, they listed
assets and debts of between $1 million and $100 million.  The
Debtors' consolidated list of 50 largest unsecured creditors
showed total claims of more than $20 million.

                            *    *    *

As of Feb. 29, 2008, the Debtors' balance sheet showed total
assets of $25,965,631 and total liabilities of $38,597,720
resulting in a $12,632,089 stockholders' deficit.

According to the Troubled Company Reporter in 2008, the United
States Bankruptcy Court for the District of Connecticut dismissed
the Chapter 11 cases of Haven Healthcare Management LLC and its
debtor-affiliates.


HUNTINGTON RESTAURANTS: Case Summary & 13 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Huntington Restaurants, Inc.
        817 Delaware Street
        Berkeley, CA 94710
        United States

Bankruptcy Case No.: 09-72387

Chapter 11 Petition Date: December 28, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Fresno)

Debtor's Counsel: Charles R. Duffy, Esq.
                  Law Offices of Butterfield and Duffy
                  33 E Huntington Dr.
                  Arcadia, CA 91006
                  Tel: (626)447-8161
                  Email: cduffylaw@yahoo.com

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

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

According to the schedules, the Company has assets of $1,489,754
and total debts of $1,682,258.

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

            http://bankrupt.com/misc/canb09-72387.pdf

The petition was signed by Willie C. Cook, president of the
Company.


ILLINOIS FINANCE: S&P Downgrades Rating on Bonds to 'B'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'B' from
'BBB-' on the Illinois Finance Authority's (formerly the Illinois
Development Finance Authority) bonds issued on behalf of the
Community Rehabilitation Providers Facilities Acquisition Program,
a pool of Illinois-based agencies providing essential human
services throughout the state.  The outlook is stable.

"The downgrade reflects what S&P views as sharp reductions in the
State of Illinois' financial support for human service providers
for the year beginning July 1, 2009, the weakening financial
profile of most participants in the Community Rehabilitation pool,
and departures from the pool," said Standard & Poor's credit
analyst Jennifer Soule.  In addition, the unexpected closure of
one participant in 2009 is likely to weaken the pool's special
reserve fund significantly.

The Community Rehabilitation pool was formed in 1997, with all
debt issued since then on parity with the original legal
structure.  In recent years, several participants have left the
pool or paid down their debt, with 22 participants remaining.  In
general, the pool's participants offer court-mandated services,
including services for individuals with developmental
disabilities, residential services, community mental health
services, mental and physical rehabilitation services, drug and
alcohol treatment services, and vocational services.  Funding
sources are primarily state agencies whose funding is subject to
annual appropriations.

The stable outlook is based on the greater financial volatility
S&P expects at the 'B' rating level.  If more participants default
over the next one to two years, further depleting debt service
reserves and the special reserve fund, S&P may lower the ratings
further.  A strong recovery for Occupational Development Center
asset sales, combined with a return to stronger state funding,
would be credit strengths.


IMAGE ENTERTAINMENT: Closes Sale of Preferred Stock
---------------------------------------------------
Image Entertainment, Inc. closed the previously announced sale of
22,000 shares of newly authorized Series B Cumulative Preferred
Stock and 196,702 shares of Series C Junior Participating
Preferred Stock to certain affiliates of JH Partners, LLC, a San
Francisco-based private equity firm focused on building
sustainable, long-term equity value in consumer and marketing-
driven growth companies, for an aggregate purchase price of
$22.0 million.  As a result of this transaction, the Investors
acquired control of Image.

After payment to the Investors of a transaction fee, reimbursement
of the Investors' expenses and other transaction-related expenses,
Image expects to receive net proceeds of approximately
$19 million.  Image used $15.0 million of the net proceeds, along
with the issuance of 3.5 million shares of common stock, to repay
in full and retire its senior secured convertible note due 2011.
The remainder of the net proceeds will be used to repay other
outstanding indebtedness and outstanding liabilities and for
general working capital.  In connection with the transaction,
Image's senior lender waived the existing event of default under
its loan agreement resulting from the default under the senior
secured convertible note.

Pali Capital, Inc., acted as financial advisor to JH Partners,
Inc. on this transaction and Houlihan Lokey served as financial
advisors to Image Entertainment.

                   About Image Entertainment

Image Entertainment, Inc., is an independent licensee and
distributor of entertainment programming in North America, with
approximately 3,200 exclusive DVD titles and approximately 340
exclusive CD titles in domestic release and approximately 400
programs internationally via sublicense agreements.  For many of
its titles, the Company has exclusive audio and broadcast rights
and, through its subsidiary, Egami Media, Inc., has digital
download rights to approximately 2,000 video programs and over 300
audio titles containing more than 5,100 individual tracks.  The
Company is headquartered in Chatsworth, California.

Image Entertainment has assets of $81,121,000 against debts of
$80,188,000 as of Sept. 30, 2009.


INFOLOGIX INC: Stockholders Approve 1-for-25 Reverse Stock Split
----------------------------------------------------------------
InfoLogix Inc. said that its stockholders have approved a one-for-
twenty-five reverse stock split of its issued and outstanding
common stock.

The Reverse Split was previously disclosed in the proxy materials
distributed to the company's stockholders in connection with the
annual stockholders' meeting held on Dec. 30, 2009 to authorize,
among other things, amending the company's certificate of
incorporation to effect the Reverse Split.

                       About InfoLogix Inc.

Based Hatboro, Pennsylvania, InfoLogix Inc. (NASDAQ: IFLG) --
http://www.infologix.com/-- provides enterprise mobility
solutions for the healthcare and commercial industries.  InfoLogix
uses the industry's most advanced technologies to increase the
efficiency, accuracy, and transparency of complex business and
clinical processes.  With 19 issued patents, InfoLogix provides
mobile managed solutions, on-demand software applications, mobile
infrastructure products, and strategic consulting services to over
2,000 clients in North America including Kraft Foods, Merck and
Company, General Electric, Kaiser Permanente, MultiCare Health
System and Stanford School of Medicine.

At September 30, 2009, the Company had total assets of $42,332,000
against total liabilities of $45,512,000, resulting in
stockholders' deficiency of $3,180,000.

                           Going Concern

The Company has said, "Our condensed consolidated financial
statements for the three and nine months ended September 30, 2009
have been prepared on a going concern basis, which contemplates
continuing operations, securing additional debt or equity
financing, selling certain assets, and realizing assets and
liabilities in the ordinary course of business.  However, we have
incurred significant net losses from 2006 through 2009, including
net losses of $11,513 for the nine months ended September 30, 2009
and have accumulated a stockholders' deficiency of $3,180.  We
have substantial liquidity requirements including monthly interest
on our outstanding debt and those related to the repayment of our
revolving line of credit that comes due on May 1, 2011, as well as
to earn out payments for past acquisitions.  Though we are taking
measures to improve our liquidity, we do not currently expect to
generate sufficient cash flow from operations to fund those
obligations."


INNOPRIZE XIX: Chapter 11 Case Summary & Unsecured Creditor
-----------------------------------------------------------
Debtor: Innoprize XIX, LLC
        12327 Santa Monica Blvd # 202
        Los Angeles, CA 90025

Bankruptcy Case No.: 10-10762

Chapter 11 Petition Date: January 8, 2010

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

Judge: Samuel L. Bufford

Debtor's Counsel: William H. Brownstein, Esq.
                  1250 Sixth St Ste 205
                  Santa Monica, CA 90401
                  Tel: (310) 458-0048
                  Fax : (310) 576-3581
                  Email: Brownsteinlaw.bill@gmail.com

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

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

According to the schedules, the Company has assets of $1,100,000
and total debts of $1,509,789.

The Debtor identified Independence Bank with a debt claim
(Apartment Building 32450 Candlewood Dr., Cathedral City, CA
92234) for $1,509,789 ($1,100,000 secured) 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/cacb10-10762.pdf

The petition was signed by Richard Stromberg, managing member of
the Company.


INTERNATIONAL ALUMINUM: Taps Kurtzman Carson as Claims Agent
------------------------------------------------------------
International Aluminum Corp., et al., sought and obtained the
permission of the Hon. Mary F. Walrath of the U.S. Bankruptcy
Court for the District of Delaware to employ Kurtzman Carson
Consultants LLC as noticing and claims agent.

KCC will, among other things:

     a. prepare and serve required notices in the Chapter 11
        cases;

     b. receive, examine, and maintain copies of proofs of claim
        and proofs of interest filed in the Chapter 11 cases;

     c. maintain official claims registers in the Chapter 11 cases
        by docketing proofs of claim and proofs of interest in a
        claims database that includes information for each claim
        or interest asserted; and

     d. record an order entered by the Court which may affect a
        claim by making a notation on the claims register.

Pursuant to a services agreement signed by the parties, KCC will
bill the Debtors in quarter-hour increments on a monthly basis
according to KCC's fee schedule.  A copy of the services agreement
is available for free at http://ResearchArchives.com/t/s?4d41

Michael J. Frishberg, the Vice President of Corporate
Restructuring Services of KCC, assures the Court that the firm is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

International Aluminum filed for Chapter 11 bankruptcy protection
on January 4, 2010 (Bankr. D. Delaware Case No. 10-10003).  The
Company's affiliates, including IAC Holding Co. and United States
Aluminum Corporation, also filed Chapter 11 bankruptcy petitions.
John Henry Knight, Esq., and L. Katherine Good, Esq., at Richards,
Layton & Finger, P.A., assist the Debtors in their restructuring
efforts.  Weil, Gotshal & Manges LLP is the Debtor's co-counsel.
Moelis & Company is the Debtor's financial advisor.  Kurtzman
Carson Consultants LLC is the Debtor's claims agent.  The Debtor
listed $198 million in assets and  $217 million in liabilities as
of November 30, 2009.


J. WILLIAM PUSTELAK: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: J. William Pustelak, Inc.
        9070 Peach Street
        Wateford, PA 16441

Bankruptcy Case No.: 09-12356

Chapter 11 Petition Date: December 28, 2009

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

Judge: Thomas P. Agresti

Debtor's Counsel: Gary V. Skiba, Esq.
                  The McDonald Group, L.L.P.
                  456 West Sixth Street
                  P.O. Box 1757
                  Erie, PA 16507
                  Tel: (814) 456-5318
                  Fax: (814) 456-3840
                  Email: gskiba@tmgattys.com

Estimated Assets: Not Stated

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/pawb09-12356.pdf

The petition was signed by J. William Pustelak, president of the
Company.


JAMES FAVINI: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: James V. Favini
        22238 Road 211
        Friant, CA 93626

Bankruptcy Case No.: 09-62623

Chapter 11 Petition Date: December 28, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Fresno)

Judge: W. Richard Lee

Debtor's Counsel: David R. Jenkins, Esq.
                  PO Box 1406
                  Fresno, CA 93716
                  Tel: (559) 264-5695

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

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

According to the schedules, the Company has assets of $5,378,930
and total debts of $3,702,457.

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

             http://bankrupt.com/misc/caeb09-62623.pdf

The petition was signed by Mr. Favini.


JAPAN AIRLINES: Chapter 11-Type Restructuring Needed for Tie Up
---------------------------------------------------------------
Law360 reports that Japan Airlines Corp. may have to complete a
Chapter 11-type restructuring before it can enter into a tie-up
with American Airlines Inc. or Delta Air Lines Inc., both of which
have been trying for months to negotiate a deal with the carrier.

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 in the Troubled Company Reporter-Asia Pacific on
December 4, 2009, Standard & Poor's Ratings Services lowered to
'SD' (selective default) from 'CC' its long-term corporate credit
ratings on Japan Airlines Corp. and Japan Airlines International
Co. Ltd., its wholly owned subsidiary, and removed the ratings
from CreditWatch.  At the same time, Standard & Poor's maintained
its senior unsecured debt ratings on both companies at 'CCC' and
kept the ratings on CreditWatch with developing implications.  On
Sept. 18, 2009, S&P placed the corporate credit and senior
unsecured debt ratings on both companies on CreditWatch with
negative implications and maintained the CreditWatch status on
Oct. 16, 2009, and Nov. 4, 2009.  On Nov. 13, 2009, S&P maintained
its CreditWatch status on the corporate ratings on both companies
and revised to developing its CreditWatch status on the senior
unsecured debt ratings.

The TCR-AP reported on Nov. 3, 2009, that Moody's Investors
Service 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.


JAY DAVEY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Jay C. Davey
        13 Main Street
        Plaistow, NH 03865

Bankruptcy Case No.: 10-10020

Chapter 11 Petition Date: January 6, 2010

Court: United States Bankruptcy Court
       District of New Hampshire Live Database (Manchester)

Judge: Mark W. Vaughn

Debtor's Counsel: Peter N. Tamposi, Esq.
                  Donchess, Notinger & Tamposi, PC
                  547 Amherst Street, Ste. 204
                  Nashua, NH 03062
                  Tel: (603) 886-7266
                  Fax: (603) 886-7922
                  Email: peter@dntpc.com

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

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

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

              http://bankrupt.com/misc/nhb10-10020.pdf

The petition was signed by Mr. Davey.


JEFFREY FUNKE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Jeffrey N. Funke
        1410 W. Superior
        Chicago, IL 60622

Bankruptcy Case No.: 10-00682

Chapter 11 Petition Date: January 8, 2010

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: Robert A. Habib, Esq.
                  Law Office of Robert Habib
                  77 W. Washington Street, Suite 411
                  Chicago, Il 60602
                  Tel: (312) 201-1421
                  Fax: (312) 673-2110
                  Email: robert_habib@hotmail.com

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

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

A list of the Company's 20 largest unsecured creditors is
available for free at:

          http://bankrupt.com/misc/ilnb10-00682.pdf

The petition was signed by Mr. Funke.


JOANNE SANDBLOM: Sec. 341 Creditors Meeting Set for Feb. 12
-----------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of Joanne M.
Sandblom's creditors on February 12, 2010, at 11:00 a.m. at 308
West State Street, Room 40, Rockford, IL 61101.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Algonquin, Illinois-based Joanne M. Sandblom filed for Chapter 11
bankruptcy protection on January 4, 2010 (Bankr. N.D. Ill. Case
No. 10-70005).  Ms. Sandblom's affiliates, Boulevard Shoppes, LLC,
and Oakridge Development Co., each filed bankruptcy petitions last
year.  James E. Stevens, Esq., at Barrick, Switzer, Long, Balsley
& Van Ev, assists Ms. Sandblom in her restructuring effort.  Ms.
Sandblom listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


JOHN RIDGWAY: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: John Ridgway
        29652 Cuthbert Rd.
        Malibu, CA 90265

Bankruptcy Case No.: 10-10138

Chapter 11 Petition Date: January 6, 2010

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

Judge: Maureen Tighe

Debtor's Counsel: Johnathan B. Hewko, Esq.
                  Mesa Law Group Corp
                  3151 Airway Ave
                  Costa Mesa, CA 92626
                  Tel: (714) 617-7592
                  Fax: (714) 557-2996
                  Email: jhewko@mesalawgroup.com

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

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

A full-text copy of Mr. Ridgway's petition, including a list of
his 14 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cacb10-10138.pdf

The petition was signed by Mr. Ridgway.


JOSEPH GILCHRIST: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Joseph Robert Gilchrist filed with the U.S. Bankruptcy Court filed
for the Northern District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,203,349
  B. Personal Property              $797,018
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $21,600,237
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $230,165
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $16,063,272
                                 -----------      -----------
        TOTAL                    $11,000,367      $37,893,674

Pensacola, Florida-based Joseph Robert Gilchrist -- aka Joseph R.
Gilchrist and Joe Gilchrist -- filed for Chapter 11 bankruptcy
protection on December 14, 2009 (Bankr. N.D. Fla. Case No. 09-
32501).  John E. Venn, Esq., who has an office in Pensacola,
Florida, assists the Debtor in his restructuring effort.  The
Debtor listed $10,000,001 to $50,000,000 in assets and $10,000,001
to $50,000,000 in liabilities.


KERRY SEWARD HIX:  Voluntary Chapter 11 Case Summary
----------------------------------------------------
Joint Debtors: Kerry Seward Hix
               Margaret Sue Hix
                 aka Sue Hix
               940 Piney Hill Road
               Chatsworth, GA 30705

Bankruptcy Case No.: 10-40091

Chapter 11 Petition Date: January 9, 2010

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

Debtors' Counsel: Michael D. Hurtt, Esq.
                  Finn & Hurtt
                  PO Box 1304
                  Dalton, GA 30722-1304
                  Tel: (706) 226-5426
                  Email: mikehurtt@windstream.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 $8,442,000,
and total debts of $2,677,660.

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.


KIRBY AVENUE: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Kirby Avenue Realty Holdings, L.L.C.
        237 South Street
        Morristown, NJ 07962

Bankruptcy Case No.: 10-10284

Chapter 11 Petition Date: January 6, 2010

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtor's Counsel: Morris S. Bauer, Esq.
                  Norris McLaughlin & Marcus, PA
                  PO Box 5933
                  Bridgewater, NJ 08807-5933
                  Tel: (908) 722-0700
                  Fax: (908) 722-0755
                  Email: msbauer@nmmlaw.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
19 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/njb10-10284.pdf

The petition was signed by Lawrence S. Berger, manager of the
Company.


LAMAR ARBORS: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Lamar Arbors, LLC, filed with the U.S. Bankruptcy Court filed for
the Northern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $19,800,000
  B. Personal Property            $1,408,845
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $13,630,119
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $395,352
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                            $4,881
                                 -----------      -----------
        TOTAL                    $21,208,845      $14,030,352


Lamar Arbors, LLC, filed with the Bankruptcy Court an amended list
of its largest unsecured creditors, naming:

  Creditor             Nature of Claim           Amount of Claim
  --------             ---------------           ---------------
TDLR                   Elevator Equipment            $4,000
P.O. Box 12157         Inspection
Austin, TX 78711-2157

Principle Equity       Federal Express, Bank Fees,     $881
Properties, L.P.       Document Fees
10777 NW Freeway,
Suite 850
Houston, TX 77092

Lamar A Houston, Texas-based Lamar Arbors, LLC, filed for Chapter
11 bankruptcy protection on November 30, 2009 (Bankr. N.D. Texas
Case No. 09-47641).  Rakhee V. Patel, Esq., at Pronske & Patel,
P.C., assist the Company in its restructuring effort.  The Company
listed $17,148,208 in assets and $15,119,946 in liabilities.


LARRY BAGGS: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Larry Baggs
        433 Bloomingdale Court
        Las Vegas, NV 89144

Bankruptcy Case No.: 10-10247

Chapter 11 Petition Date: January 8, 2010

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

Judge: Mike K. Nakagawa

Debtors' Counsel: Charles T. Wright, Esq.
                  Piet & Wright
                  3130 S. Rainbow Blvd., Ste. 304
                  Las Vegas, NV 89146
                  Tel: (702) 566-1212
                  Fax: (702) 566-4833
                  Email: todd.wright@pietwright.com

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

Estimated Debts: $100,001 to $500,000

According to the schedules, the Company has assets of $1,107,278,
and total debts of $466,376.

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

             http://bankrupt.com/misc/nvb10-10247.pdf

The petition was signed by Mr. Baggs.


LBJ LAKEFRONT: Sec. 341 Creditors Meeting Set for Feb. 2
--------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of LBJ
Lakefront Inc.'s creditors on February 2, 2010, at 3:30 p.m. at
Austin Room 118, Homer Thornberry Bldg., 903 San Jacinto, Austin,
TX 78701.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Horseshoe Bay, Texas-based LBJ Lakefront Inc. filed for Chapter 11
bankruptcy protection on January 4, 2010 (Bankr. W.D. Texas Case
No. 10-10023).  Mark Curtis Taylor, Esq., at Hohmann, Taube &
Summers, 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.


LBJ LAKEFRONT: Taps Hohmann Taube as Bankruptcy Counsel
-------------------------------------------------------
LBJ Lakefront, Inc., sought and obtained permission from the U.S.
Bankruptcy Court for the Western District of Texas to employ
Hohmann, Taube & Summers, L.L.P., as bankruptcy counsel.

Hohmann Taube will, among other things:

     (a) advise the Debtor as to its rights and responsibilities;

     (b) take all necessary action to protect and preserve the
         estate of the Debtor including, if necessary, the
         prosecution of actions or adversary or other proceedings
         on the Debtor's behalf;

     (c) develop, negotiate and promulgate the Chapter 11 plan for
         the Debtor and prepare the disclosure statement; and

     (d) prepare on behalf of the Debtor all necessary
         applications, motions, and other pleadings and papers in
         connection with the administration of the estate

Hohmann Taube will be paid based on the hourly rates of its
personnel:

                   Attorneys           $170-$500
                   Paralegal            $75-$150

Mark C. Taylor, a partner of Hohmann Taube, assures the Court that
the firm is "disinterested" as that term is defined in Section
101(14) of the Bankruptcy Code.

Horseshoe Bay, Texas-based LBJ Lakefront Inc. filed for Chapter 11
bankruptcy protection on January 4, 2010 (Bankr. W.D. Texas Case
No. 10-10023).  Mark Curtis Taylor, Esq., at Hohmann, Taube &
Summers, 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.


LEHMAN BROTHERS: Metavante Seeks Reversal in Lehman Swap Dispute
----------------------------------------------------------------
Law360 reports that Metavante Corp. has asked a federal court to
reverse a bankruptcy judge's ruling that it owed Lehman Brothers
Special Financing Inc. more than $6.6 million under a 2007 swap
agreement, which Metavante claims it was entitled to terminate
when Lehman went bankrupt.

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: Fitch Affirms Issuer Default Rating at 'B-'
----------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating assigned to
Level 3 Communications, Inc., and its wholly owned subsidiary
Level 3 Financing, Inc., at 'B-'.  In addition, Fitch has affirmed
the specific issue and recovery ratings within LVLT's capital
structure as outlined below.  Fitch has assigned a 'B+/RR2' rating
to the 10% senior notes due 2018 issued by Level 3 Financing, Inc.
Lastly, Fitch has revised LVLT's Rating Outlook to Stable from
Positive.  Approximately $6.3 billion of debt as of Sept. 30,
2009, is affected by Fitch's action.

Proceeds from Level 3 Financing, Inc.'s note issuance are expected
to fund a cash tender offer for the company's 12.25% senior notes
due 2013 (12.25% notes).  As of Sept. 30, 2009, $550 million
aggregate principal amount of the 12.25% notes was outstanding.
The company anticipates that any of the 12.25% notes that remain
outstanding following the settlement of the tender will be
redeemed on March 15, 2010, in accordance with the note's
indenture.  In conjunction with the tender offer, Level 3
Financing, Inc., is soliciting consents from holders of its 12.25%
notes to amend the indenture dated as of March 14, 2006 (as
supplemented on various dates) governing the notes.  More
specifically, the company is seeking to remove substantially all
of the covenants, certain repurchase rights and events of default
contained in the indenture governing the 12.25% notes.

The revision of LVLT's Rating Outlook to Stable reflects the
slower than anticipated pace of LVLT's credit profile improvement.
The effects of the economic recession, including higher customer
churn, lower demand from remaining customers along with a
lengthening or delayed sales cycle, has led to steeper than
expected revenue declines within the company's communication
services segment.  Within LVLT's key Core Network Services Segment
reduced demand for transport and infrastructure services as
customers continue to groom their own networks and delay purchases
of additional services or network capacity continues to hinder the
company's ability to grow revenues.

While Fitch acknowledges the success LVLT has experienced managing
its cost structure to maintain gross and EBITDA margins, EBITDA
and free cash flow growth has not matched Fitch's expectations or
led to the anticipated strengthening of LTLV's credit profile.  In
turn, the weaker operating performance has led to higher than
expected leverage.  LVLT's leverage metric as of Sept. 30, 2009,
adjusted for LVLT's $275 million issuance of its 7% convertible
senior notes due 2015 and the transactions related to LVLT's
proposed tender for Level 3 Financing, Inc.'s 12.25% notes was
near 7.0 times.  Importantly, Fitch expects the lingering effects
of the recession, particularly higher unemployment, coupled with
the tendency for the demand for telecommunication services to lag
economic recovery will likely delay material improvement of LVLT's
operating and credit profile into 2011.  Fitch anticipates that
LVLT's leverage will remain consistent with current levels during
2010 and improve somewhat during 2011.  As of year end 2011 Fitch
expects LVLT's leverage to decline to below 6.5x.  Fitch believes
that LVLT's credit profile is firmly positioned within the current
rating category.

Although LVLT's free cash flow (defined as cash flow from
operations less capital expenditures and dividends) generation,
which has amounted to $53 million during the first nine months of
2009, has improved when compared with the comparable period in
2008, the company has failed to generate positive free cash flow
during the first three quarters of 2009 as expected when Fitch
established LVLT's Positive Rating Outlook.  Fitch notes that the
company expects to be free cash flow neutral during 2009 in
aggregate; however, the company's improved free cash flow
performance year to date is largely attributable to reduced
capital expenditures and improved working capital management.  In
step with revenue declines experienced during 2009, year to date
capital expenditures through Sept. 30, 2009 have declined 32%
compared with the same period last year.  As LVLT's capital
expenditures are largely success based, Fitch believes that as
revenue growth returns, capital expenditures will increase both in
absolute terms and as a percent of revenues.  In Fitch's opinion,
free cash flow generation during 2010 will largely be predicated
on the timing and intensity of an economic recovery and LVLT's
ability to increase revenues and drive operating margin
improvements.  Fitch expects that LVLT's free cash flow generation
profile will continue to improve during the ratings horizon,
albeit at a much slower pace than originally expected.  During
2010 Fitch expects that LVLT will generate less than $50 million
of free cash flow.

Fitch recognizes that the series of capital market transactions
executed by LVLT during 2009 have alleviated the refinancing risk
associated with LVLT's maturity profile while improving the
company's financial flexibility and liquidity position.  Fitch
believes that LVLT's existing cash balance, which totalled
$806 million as of Sept. 30, 2009, on a pro forma basis (adjusted
for LVLT's issuance of 7% senior convertible notes due 2015),
together with Fitch's expectation that LVLT generate a modest
level of free cash flow during 2010 and 2011 adequately positions
the company to satisfy 2010 and 2011 scheduled maturities which
total approximately $596 million.  Refinancing risk related to the
2012 scheduled maturities totaling approximately $304 million
remains present within LVLT's credit profile.  However, as
demonstrated by LVLT in addressing the once sizeable 2010 and 2011
maturities, Fitch expects the company to maintain access to the
capital markets and bring the scheduled maturities in line with
existing liquidity resources and free cash flow expectations.
LVLT's tender for the 12.25% notes (and expected redemption of
non-tendered notes) reduce sizeable 2013 scheduled maturities to
approximately $698 million.

Overall, Fitch's ratings incorporate LVLT's highly levered balance
sheet, and the company's ability to capture operating synergies
and leverage its network capabilities derived from past
acquisitions to improve its competitive position.  Moreover, the
ratings reflect LVLT's improved liquidity position and Fitch's
expectation that the company will generate nominal free cash flow
during 2010 and 2011.  Ratings concerns center on LVLT's weaker
competitive position relative to larger and better capitalized
market participants and LVLT's ability to recapture the revenue
growth momentum based on demand for the company's services and
stable pricing environment while maintaining operating margins.

Positive rating actions will likely be considered as the company
re-establishes sustainable revenue growth which Fitch expects
would lead to margin expansion, free cash flow generation and
strengthening credit protection metrics including driving leverage
below 6.5x.  Negative rating actions would stem from non-core,
leveraging merger and acquisition activity, debt financed
shareholder friendly actions, revenue declines that are larger and
more persistent than expected, operating margin compression, and
elevated liquidity or refinancing risks.

Fitch notes that weaker operating results experienced by LVLT
during the course of 2009 put recovery ratings at the lower end of
the 'RR2' recovery ratings assigned to the senior notes issued by
Level 3 Financing, Inc. and the 'RR5' recovery rating assigned to
the senior convertible notes issued by LVLT.  Continued erosion of
LVLT's operating profile during 2010 may lead to lowering the
recovery ratings and the issue specific ratings assigned to the
debt issued by Level 3 Financing, Inc. and LVLT.

Fitch has affirmed these ratings:

LVLT

  -- IDR at 'B-';
  -- Senior unsecured notes at 'CCC/RR5';
  -- Senior subordinated notes at 'CC/RR6'.

Level 3 Financing, Inc.

  -- IDR at 'B-';
  -- Senior secured term loan at 'BB-/RR1';
  -- Senior unsecured notes at 'B+/RR2'.


LEXINGTON PRECISION: Creditors Plan Won't Be Heard January 25
-------------------------------------------------------------
The secured creditors of Lexington Precision Corp. and Lexington
Rubber Group Inc., ask the U.S. Bankruptcy Court for the Southern
District of New York to remove their proposed disclosure statement
and plans from the agenda for hearing on January 25, 2010, at
10:00 a.m. (prevailing Eastern Time.)

Capital Source Finance, LLC, and CSE Mortgage LLV, as agents for
the prepetition credit and security agreements, previously asked
the Court to approve these:

   -- the Chapter 11 Plan of prepetition secured lenders as to
      Lexington Precision Corporation;

   -- the Plan of prepetition secured lenders as to Lexington
      Rubber Group, Inc.; and

   -- the proposed disclosure statement for the Plan.

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

A full-text copy of the Chapter 11 Plan is available for free
at http://bankrupt.com/misc/LEXINGTONPRECISION_CreditorsPlan.pdf

                    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.


LITHIUM TECHNOLOGY: Names Timothy Ryder as Chief Financial Officer
------------------------------------------------------------------
Lithium Technology Corporation appointed Timothy Ryder as chief
financial officer effective Jan. 4, 2010.  The appointment
formally splits the CFO and CEO positions jointly held by Theo
M.M. Kremers for the past fourteen months.  Mr. Kremers will focus
his efforts on the company's strategic planning, and Mr. Ryder
will combine the CFO function with his General Manager
responsibilities.

"I'm very pleased that Tim will further the growth and development
of LTC in the US," says Mr. Kremers. "The accounting team did a
tremendous job overseeing the company's filings and getting them
current with the regulator.  The next frontier is to appropriately
embed operational reporting and continue our efforts to improve
operational performance."

Having previously worked together at several companies, Messrs.
Kremers and Ryder have established a track record of successful
collaboration.  At MARC Global Inc, Mr. Kremers was Founder and
CEO while Mr. Ryder served as Corporate Secretary.  When Mr.
Kremers was Chairman and CEO of Excelergy, Mr. Ryder was the
company's CFO.  Mr. Ryder has a degree in mathematics from The
Citadel and an MBA from the Darden School at the University of
Virginia.

                     About Lithium Technology

Based in Plymouth Meeting, Pennsylvania, Lithium Technology
Corporation is engaged in continuing contract development and
limited volume production, in both the United States and Germany,
of large format lithium-ion rechargeable batteries used as power
sources in advanced applications in the national security,
transportation and stationary power markets.  The Company has
moved from a development and pilot-line production company to a
small production business with its lithium-ion rechargeable
batteries.

At September 30, 2009, the Company had $10,547,000 in total assets
against total current liabilities of $12,691,000, and long term
debt of $12,231,000, resulting in stockholders' deficit of
$14,375,000.

Since inception, the Company has incurred substantial operating
losses and expect to incur additional operating losses over the
next several years.  As of September 30, 2009, the Company had an
accumulated deficit of $144,603,000.  The Company has financed
operations since inception primarily through equity financings,
loans from shareholders and other related parties, loans from
silent partners and bank borrowings secured by assets.  The
Company said that its need to raise additional capital to meet
working capital needs raises substantial doubt about its ability
to continue as a going concern.


LUNA INNOVATIONS: Adds Three New Independent Directors
------------------------------------------------------
Luna Innovations Incorporated is adding three independent
directors to its Board of Directors.  These additions bring Luna
back into compliance with the NASDAQ listing qualifications
requirement that a company must have a minimum of three
independent directors.  The election of these new directors will
be effective upon Luna's emergence from Chapter 11 reorganization.

Jonathan Cool has been Managing Director at the Emerging Economies
Health Care Fund and a General Partner at Foundation Medical
Partners, a venture fund affiliated with the Cleveland Clinic.
Prior to this, Cool held senior management positions in several
device, diagnostic and biopharmaceutical companies including Human
Genome Sciences, Molecular Devices and BioDTX and has served as a
board member at multiple companies including CardioNet, Immunicon,
Zetek and iCache.

Warner Dalhouse is retired Chairman of the Board of Dominion
Bankshares Corporation.  He was formerly Chairman and Chief
Executive Officer of First Union National Bank of Virginia.  He
currently serves as director of Carilion Clinic, the Taubman
Museum of Art and the Virginia Tech Carilion School of Medicine.

John Williamson, III, is Chairman and Chief Executive Officer of
RGC Resources, Inc. (RGCO 30.02, -1.09, -3.50%).  He is a member
of the Board of Directors of Botetourt Bankshares, Inc. and
Optical Cable Corporation.

"Luna is very excited to announce the addition of these three new
directors," said Kent Murphy, Luna's President and CEO.  "These
individuals all add different experiences and expertise that will
benefit Luna as the Company continues to grow and meet the
challenges of the future.  We look forward to working closely with
them and benefitting from their collective insights and
experience."

The NASDAQ Listing Qualifications Panel granted Luna's request for
continued listing on The NASDAQ Capital Market pursuant to an
extension through January 13, 2010.  The Panel's decision requires
the Company to demonstrate compliance with all applicable
requirements for initial listing on The NASDAQ Capital Market upon
its emergence from Chapter 11 reorganization.  The requirement of
three independent directors has been satisfied with the addition
of these new board members, bringing the Company's number of
independent board members to a total of five.  In addition to the
above changes, as it exits Chapter 11 reorganization, the Board
has determined to adopt an emerging best practice in corporate
governance by having an independent director assume the role of
Chairman of the Board.  This change also serves to bring Luna into
compliance with a new SEC disclosure requirement going into effect
in 2010. Richard Roedel, who is currently serving as Lead
Independent Director and has served on the Company's Board of
Directors since 2005, will assume the role of Chairman effective
immediately.

                     About Luna Innovations

Headquartered in Roanoke, Virginia, Luna Innovations Inc.
(NASDAQ:LUNA) -- http://www.lunainnovations.com/-- is focused on
sensing and instrumentation, and pharmaceutical nanomedicines.
Luna develops and manufactures new-generation products for the
healthcare, telecommunications, energy and defense markets.
Luna's products are used to measure, monitor, protect and improve
critical processes in the markets it serves.

Luna Innovations in July 2009 filed for reorganization under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the Western District of Virginia.


LUNA INNOVATIONS: Posts Fourth Quarter Operating Results
--------------------------------------------------------
Luna Innovations Incorporated disclosed preliminary results of
operations for the fourth quarter of 2009, to be followed by a
conference call at 1:30 p.m. Eastern Time.  The Company cautions
that the preliminary estimates of financial results are prior to
the completion of the Company's closing of its books and records
for the fourth quarter of 2009 and have not been audited.  These
estimates are subject to modification in the course of completing
the Company's closing of its books and records and annual
financial statement audit.

The Company expects to announce for the fourth quarter of 2009:

                               Q4 2009 Range       Q4 2008 Actual
    Revenue:
    Technology Development      $5.3MM - $5.5MM          $6.0MM
    Product & License           $2.9MM - $3.1MM          $1.4MM
    Total Revenue               $8.2MM - $8.6MM          $7.4MM
    Gross Margin                $3.0MM - $3.2MM          $2.3MM
    Gross Margin %                     37%                31%
    Net Income/ (Loss)         $23.5MM - $24.0MM (1)    ($2.2MM)
    Adjusted EBITDA Exc.
      Litigation                $0.5MM - $1.0MM (2)     <$0.1MM

(1) Expected net income for the fourth quarter of 2009 includes
the adjustment of amounts accrued in the first quarter of 2009 as
a reserve for potential loss in the Company's litigation with
Hansen Medical. The settlement reached with Hansen Medical
includes issuance of a secured note in the amount of $5 million
and approximately 1.3 million shares of the Company's common stock
to Hansen upon the Company's emergence from Chapter 11. The
Company had previously accrued approximately $36.3 million related
to this matter. The estimated net income for the fourth quarter of
2009 includes an estimated value of this stock issuance at a price
per share of $4.50, the closing price of the Company's common
stock on Friday, January 8, 2010. Accordingly, in addition to
other adjustments that may arise as a result of the Company's
completing the closing of its books and audit of its financial
statements, net income will be impacted by changes in the per
share value of the Company's common stock between such date and
the date upon which the shares are issued.

(2) A reconciliation of the Company's estimate of Adjusted EBITDA
Excluding Litigation is provided in the attached schedule.

                    About Luna Innovations

Headquartered in Roanoke, Virginia, Luna Innovations Inc.
(NASDAQ:LUNA) -- http://www.lunainnovations.com/-- is focused on
sensing and instrumentation, and pharmaceutical nanomedicines.
Luna develops and manufactures new-generation products for the
healthcare, telecommunications, energy and defense markets.
Luna's products are used to measure, monitor, protect and improve
critical processes in the markets it serves.

Luna Innovations in July 2009 filed for reorganization under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the Western District of Virginia.


LUNA INNOVATIONS: Emerges from Chapter 11 Reorganization
--------------------------------------------------------
Luna Innovations Incorporated announced January 12 that it has
emerged from Chapter 11 reorganization, less than six months after
filing.

The Honorable William F. Stone, Jr. of the U.S. Bankruptcy Court
for the Western District of Virginia, Roanoke Division, confirmed
the company's Joint Plan of Reorganization on Jan. 12, 2010.
Luna's reorganization plan provides that Luna's creditors will
receive a 100% recovery on their valid claims and that Luna's
current shareholders will retain their shares.

Luna voluntarily filed for reorganization under Chapter 11 of the
U.S. Bankruptcy Code on July 17, 2009, in response to a potential
negative outcome in its litigation with Hansen Medical, Inc. The
two companies reached a settlement in December 2009, resolving the
outstanding litigation between them. The settlement resulted in a
development and supply agreement between Luna and Hansen, and a
license of Luna's fiber optic shape sensing technology to Hansen
in the fields of medical robotics and certain medical non-
robotics.

"Thank you to our customers, shareholders, partners and vendors
for standing by us during this trying time," stated Kent Murphy,
Chief Executive Officer. "A special thanks goes to our employees
for continuing to stay focused and providing our customers with
excellent service and products during this difficult time. From
the outset, our intent during this restructuring has been to
continue to serve our customers, keep the pace of our key
development initiatives, maintain employment at our four
facilities in Virginia, settle with Hansen, provide our creditors
with a full recovery on their valid claims, and allow current
shareholders to retain their shares.  Today, we can say we
succeeded in those goals and did so in a relatively short time
frame.  Emerging from Chapter 11 will allow Luna to move forward
on developing technologies that will provide tremendous value for
our partners and customers.  In addition, we appreciate Intuitive
Surgical for its support and agreement, which was required to
reach settlement, and Hansen for working hard to reach agreeable
terms."

                     About Luna Innovations

Headquartered in Roanoke, Virginia, Luna Innovations Inc.
(NASDAQ:LUNA) -- http://www.lunainnovations.com/-- is focused on
sensing and instrumentation, and pharmaceutical nanomedicines.
Luna develops and manufactures new-generation products for the
healthcare, telecommunications, energy and defense markets.
Luna's products are used to measure, monitor, protect and improve
critical processes in the markets it serves.

Luna Innovations in July 2009 filed for reorganization under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the Western District of Virginia.


LYONDELL CHEMICAL: Sponsors Oppose Broader Scope for Examiner
-------------------------------------------------------------
Law360 reports that potential sponsors of an equity rights
offering by Lyondell Chemical Co. have rejected as "harassment"
the unsecured creditors committee's latest motion to expand the
scope of an examiner's investigation.

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: Akzo Nobel Wants Prompt Decision on Pact
-----------------------------------------------------------
Pursuant to Section 365(d)(2) of the Bankruptcy Code and Rule 6006
of the Federal Rule of Bankruptcy Procedure, Akzo Nobel Paints LLC
seeks an order compelling Debtor Millennium Holdings, LLC, to file
a motion to assume or reject a certain Amended Purchase Agreement,
and to deem the APA to be rejected in the event the Debtor fails
to file a motion by the proposed deadline.

In 1986, a corporate predecessor of Akzo Nobel purchased assets
from a corporate predecessor of Millennium.  The agreement that
governs the purchase was amended in 2000.  Among the assets that
were sold was the stock of an entity then known as HSCM-6, Inc.,
which owned portions of the business of "developing,
manufacturing, marketing, selling, licensing and distributing
paints, industrial coatings, resins, caulkings and adhesives in
the United States, its territories and possessions and Canada,"
including certain "Glidden" and "Macco" products, Michael E.
Wiles, Esq., at Debevoise & Plimpton LLP, in New York, relates.

Millennium is the successor to the rights and obligations of the
entity that was the "Seller" under the APA, and Akzo Nobel is the
successor to the rights and obligations of the "Buyer" and
indemnification rights of HSCM-6, Inc.

The APA includes indemnities relating to environmental, product
safety, product liability, warranty and other issues.  Some of
these indemnification provisions run in favor of Millennium and
some run in favor of Akzo Nobel.

The APA remains in force, according to Mr. Wiles.

Mr. Wiles asserts that the APA is a contract pursuant to which
performance remains open on both sides and it is, therefore, an
executory contract for purposes of Section 365 of the Bankruptcy
Code.  Millennium has neither accepted nor rejected its
obligations under the APA, he says.

Although Millennium has not assumed or rejected the APA, the
parties nevertheless are engaged in active litigation over their
rights and obligations under the indemnification provisions of the
APA.

In March 2008, Millennium filed an action against Akzo Nobel in
New York State Supreme Court captioned "Millennium Holdings LLC v.
The Glidden Company, n/k/a Akzo Nobel Paints LLC," seeking
declaratory relief and indemnification for losses, net of
insurance, related to the Debtor's defense of lawsuits claiming
damages from exposures to lead pigments.

Mr. Wiles notes that Akzo Nobel did not purchase the "lead
pigments" businesses of Millennium and its affiliates, and Akzo
Nobel denies that it has any liability for those matters.

In addition, Akzo Nobel also filed a proof of claim in June 2009
relating to Millennium's obligations to indemnify and hold Akzo
Nobel harmless from and against certain environmental liabilities,
claims and expenses.  Although the claim arises under an executory
contract, Akzo Nobel filed the proof of claim as a precautionary
measure to avoid any dispute over the timeliness of the claim.
Millennium has objected to the Claim, but only insofar as it
relates to six of the 137 sites referenced in the Claim.

Akzo Nobel is incurring considerable legal expense defending
itself against the State Court Action and responding to the
Objection, Mr. Wiles tells the Court.  He adds that a rejection of
the APA by Millennium would render the State Court Action moot.
The rejection and repudiation of Millennium's obligations would
constitute a material breach excusing future performance by Akzo
Nobel, he notes.

On the other hand, an assumption of the APA by Millennium would
render the Objection moot.  If the APA is assumed, all of
Millennium's obligations thereunder will be ongoing obligations of
the Debtor and of any of its post-bankruptcy successor.  In that
event, Akzo Nobel's claims would not be subject to the provisions
of Section 502 of the Bankruptcy Code, which applies only to
prepetition claims, Mr. Wiles says.

Mr. Wiles notes that the Debtors' proposed plan of reorganization
and disclosure statement do not refer to the APA.  Millennium also
has not specified whether it intends to assume or reject its
ongoing obligations under the APA.

Millennium will not be prejudiced by a deadline to assume or
reject the APA, says Mr. Wiles.  Moreover, the Debtor has had
ample time to assess the value of the APA and to determine whether
to assume or reject it, Mr. Wiles tells the Court.

                        Debtors Respond

On behalf of the Debtors, David F. Williams, Esq., at Cadwalader,
Wickersham & Taft LLP, in New York, clarifies the APA is actually
comprised of two separate contracts:

  (1) a 1986 Purchase Agreement, by which a predecessor of
      Millennium sold the Glidden business to a predecessor of
      Akzo for $560 million; and

  (2) a 2000 Settlement Agreement, whereby the parties settled a
      lawsuit filed in 1994 regarding the application of the
      environmental indemnity provisions of the 1986 Purchase
      Agreement by reaching a new agreement allocating
      environmental cleanup responsibilities between the parties
      for hundred of named sites

Mr. Williams stresses that the intended effect of forcing the
Debtors to assume the multiple contracts comprising the APA would
convert its $73 million unsecured environmental claim into a
secured claim.  Conversely, Akzo's intended effect of compelling
the Debtors' rejection of the APA is to eliminate Akzo's liability
exposure in the New York Lead Indemnity Action filed by Millennium
against Akzo arising from the 1986 Purchase Agreement.

Mr. Williams, thus, contends that the Debtors are not required to
assume or reject the contracts as neither may be assumed or
rejected under Section 365 of the Bankruptcy Code.  Even if the
Court determines that one or both of these contracts are executory
contracts, Akzo has not and cannot demonstrate any basis for
compelling a decision by the Debtors to assume or reject prior to
confirmation of a plan of reorganization in the Debtors' Chapter
11 cases, he maintains.

Thus, the Debtors ask the Court to deny Akzo's Motion to Compel.

                  Akzo Insists on Request

On behalf of Akzo, Mr. Wiles points out that there is nothing
inequitable about compelling Millennium to accept or reject the
burdens and benefits of its bargain together.  He insists that the
2000 Settlement Agreement and its attachments are amendments to
the 1986 Purchase Agreement.  Far from being a separate agreement,
the 2000 Settlement Agreement plainly amended the 1986
Purchase Agreement as to a number of issues, preserved the 1986
Purchase Agreement as to all issues not specifically addressed,
and formed an integrated APA that Millennium must assume or reject
in its entirety, he explains.  Any doubt about the fact that the
parties' obligations are governed by a single agreement is
eliminated by a Novation Agreement, which substituted new parties
for the original parties to the 1986 Purchase Agreement, and which
thus discharged the original 1986 Purchase Agreement, he points
out.

Moreover, Mr. Wiles argues that the parties' actions leave no
doubt that the APA is an executory contract, with material ongoing
performance obligations on both sides.  Akzo is actively
indemnifying Millennium, including with respect to numerous
environmental remediation sites.  Millennium was actively
indemnifying ANP, including with respect to numerous environmental
remediation sites, until the commencement of the Debtors' Chapter
11 cases, he discloses.  Thus, without a prompt determination as
to whether to assume or reject the APA, Akzo has no safeguards
against the litigation expenses that it will continue to incur in
connection with disputes that may be mooted, he maintains.

Accordingly, Akzo asks the Court to set a deadline for the filing
of a motion by Millennium to assume or reject the APA.  ANP also
asks the Court to deem the APA rejected unless Millennium files a
timely motion to assume the APA.

                      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: Reaches Agreement with Creditors Committee
---------------------------------------------------------------
MI Developments Inc. and its subsidiary MID Islandi sf. and Magna
Entertainment Corp. have agreed in principle to the terms of a
settlement and release with the Official Committee of Unsecured
Creditors in connection with an action commenced by the Committee
with respect to the bankruptcy proceedings of MEC under Chapter 11
of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the
District of Delaware.  MID announced the commencement of the
Action on July 22, 2009.

Under the terms of the settlement agreement, in exchange for the
dismissal of the Action with prejudice and a full release of MID,
the MID Lender, their affiliates, and all current and former
officers and directors of MID and MEC and their respective
affiliates, the unsecured creditors of MEC will receive
US$75 million in cash plus US$1.5 million as a reimbursement for
certain expenses in connection with the Action.

In addition, the parties have agreed to the following with respect
to certain previously announced pending asset sales of MEC:
(i) upon the sale of Thistledown, MID will receive the first
US$20 million of the proceeds from such sale and the unsecured
creditors of MEC will receive any proceeds in excess of such
amount; (ii) upon the sale of Maryland Jockey Club ("MJC"), MID
will receive the first US$20 million of the proceeds from such
sale (subject to satisfying the secured claim of PNC Bank and all
allowed trade claims directly against MJC and its subsidiaries)
and MID and the unsecured creditors of MEC will share any proceeds
in excess of such amount on a 50/50 basis; and (iii) upon the sale
of Lone Star Park pursuant to an agreement previously filed in the
Bankruptcy Court, the unsecured creditors of MEC will receive the
first US$20 million of the proceeds from such sale and MID will
receive any proceeds in excess of such amount. MID will also have
the right to receive the assets or proceeds from the sale of
Portland Meadows.

MID, MEC and the Committee have agreed to support a Plan of
Reorganization in connection with the MEC Chapter 11 Proceeding
which will provide for the remaining assets of MEC to be
transferred to MID, including, among other assets, Santa Anita
Park, Golden Gate Fields, Gulfstream Park (including MEC's
interest in The Village at Gulfstream Park, a joint venture
between MEC and Forest City Enterprises, Inc.), AmTote
International, Inc. and XpressBet, Inc.

All rights of MID and MEC against MEC's directors & officers
insurers will be preserved with regard to the settlement in order
to seek appropriate compensation for the releases of all current
and former officers and directors of MID and MEC and their
respective affiliates.  MID will be entitled to receive any such
compensation from MEC's directors & officers insurers.

The settlement agreement is conditional upon the negotiation of
definitive documents and the confirmation of the Plan of
Reorganization in the MEC Chapter 11 Proceeding.

With respect to the non-real estate related MEC assets that will
be transferred to MID as contemplated by the settlement agreement,
MID intends to later announce certain forbearance terms or funding
limitations or other restrictions to be approved by its Special
Committee of the Board with respect to any future investments by
MID in, or loans to be made by MID in respect of, such assets.

The terms of the settlement were agreed to by the Board of
Directors of MID based upon a favorable recommendation from its
Special Committee of the Board.

                  Plan by January February 12

Bill Rochelle at Bloomberg News reports that Magna Entertainment.
announced before the Bankruptcy Court that a settlement was
reached where unsecured creditors will receive at least
$96.5 million under a reorganization plan while the existing
owners would retain Santa Anita and Golden Gate Fields in
California and Gulfstream Park in Florida.  The Plan will settle a
lawsuit filed by the Official Committee of Unsecured Creditors
against the Company's officers and directors, including Frank
Stronach who had been the chief executive.

According to the report, the Plan, which is to be filed by
Feb. 12, will be financed in part by the sale of Pimlico and
Laurel Park in Maryland.  An auction for the Maryland parks is
currently scheduled for Jan. 21 after having been postponed.

The Committee, representing unsecured creditors with up to
$260 million in debt, said it had evidence showing that the
officers and directors breached their fiduciary duties by
"refusing to sell, or even actively market" the assets when they
knew their "duties required them to do so."

                     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.


MESA AIR: Has Interim Nod to Pay Prepetition Taxes & Fees
---------------------------------------------------------
Pursuant to Sections 105(a), 363(b), and 507(a) of the Bankruptcy
Code, Mesa Air Group Inc. and its units ask the Court, in their
sole discretion, to (i) pay any taxes and fees that arose before
the Petition Date, including those subsequently determined upon
audit, or otherwise, to be owed prepetition, and (ii) direct the
banks to receive, process, honor and pay checks or electronic
transfers used by the Debtors to pay Taxes and Fees.

In connection with the normal operation of their businesses, the
Debtors collect, withhold and incur sales, use, transportation,
excise, immigration, fuel and employment taxes, as well as other
fees and charges.

The Debtors remit Taxes and Fees to various federal, foreign,
state and local government, and taxing, licensing and airport
authorities.  The Taxes and Fees are remitted by the Debtors
through checks and electronic transfers that are processed
through their banks and other financial institutions.

Most of the Taxes and Fees collected prepetition are not property
of the Debtors' estates and must, for that reason, be turned over
to the Governmental Authorities.  To the extent that the Taxes
and Fees are not actually property of the Governmental
Authorities, they may well give rise to priority claims,
according to Maria A. Bove, Esq., at Pachulski Stang Ziehl &
Jones LLP, in New York.

The Debtors seek to pay prepetition Taxes and Fees in order to
forestall Governmental Authorities from taking actions that might
interfere with the Debtors' successful reorganization, including
possibly bringing personal liability actions against directors,
officers and other employees in connection with non-payment of
Taxes and Fees, Ms. Bove relates.

Actions against the Debtors' directors, officers and other
employees would likely distract key personnel, whose full-time
attention to the Debtors' reorganization efforts is required, and
would likely cause potential business disruptions.  Any business
disruptions would likely erode the Debtors' customer base and
negatively impact these Chapter 11 cases, Ms. Bove tells the
Court.

                         Taxes and Fees

(1) Federal Transportation Tax

Pursuant to Sections 4261 and 4271 of the Internal Revenue Code,
the Debtors are responsible for the collection of certain excise
taxes related to air transportation, and remit these to the
relevant Governmental Authorities on a monthly basis.  The
Transportation Taxes are reduced by the amount of the refund
credited to the Debtors on account of paid Fuel Taxes.

(2) Federal Fuel Tax

The Internal Revenue Code also imposes excise taxes on the
purchase of aviation fuel.  The Debtors make payments for Fuel
Taxes only in instances in which they themselves purchase fuel.

Under certain code-share agreements, the Debtors receive certain
reimbursement payments per month for fuel they purchase from
code-share partners.  The Debtors have code-share agreements with
Us Airways, Inc., United Airlines, Inc., and Delta Air Lines,
Inc.  The Debtors do not pay any Fuel Taxes in connection with
fuel purchased for their code-share flights with Delta, which
arranges and purchases all fuel in connection with those flights.
The Debtors purchase their own fuel for flights operated by go!
Mokulele.

The Debtors also file quarterly tax returns pursuant to which
they receive refunds from the IRS.

The Debtors expect to receive an aggregate refund in the amount
of approximately $1,691,085 on account of Fuel Taxes incurred
during the month of December 2009 and, accordingly, believe that
no amount will be due on account of Fuel Taxes as of the
Petition Date.

In addition, the refund will be applied to reduce Transportation
Taxes incurred during the fourth quarter 2009 in the amount of
approximately $926,630.  Accordingly, no amounts are due in
connection with Transportation Taxes as of the Petition Date.

(3) Airport Fees and Passenger Charges

The Debtors are also responsible for the collection of various
taxes related to customs, immigration, passenger services and
security.  Certain of these taxes and fees collected before the
Petition Date have not yet been remitted.

The Debtors seek authority to pay secured prepetition fees owed
to airport authorities and U.S. Customs authorities.  A failure
to pay these fees at the outset of the bankruptcy cases will
result in the Debtors' estates needlessly incurring additional
costs as parties exercise their rights under certain surety bonds
and letters of credit; charge fees to the Debtors; and, in some
instances, instigate litigation to enforce their rights, Ms. Bove
says.

Pursuant to the Debtors' code-share agreements, the Debtors are
reimbursed by their code-share partners for landing fees paid by
the Debtors in connection with flights they operate under those
agreements.

As of the Petition Date, the Debtors owe approximately $2,530,000
in landing fees to certain airport authorities for the month of
December 2009.  The Debtors are scheduled to remit those amounts
to the airport authorities in mid-January 2010.  The Debtors seek
authority, in their discretion and as necessary to avoid
interruption in their business, to pay landing fees for which
code-share partners owe a reimbursement obligation.

(4) Sales Use and Other Taxes

The Debtors also collect or incur various general sales and use
taxes.

The Debtors also collect, withhold or incur various other taxes,
fees and charges, state and local taxes imposed on overall gross
receipts, franchise taxes, corporate income taxes, real and
personal property taxes, state and local fuel excise taxes, local
tourism taxes, charges in connection with the importation of
goods, business and liquor license fees and other similar
federal, state or local taxes, charges and fees.

The Debtors are required to remit the Sales and Use Taxes and the
Other Taxes to the applicable Governmental Authorities on a
periodic basis.

Approximately $402 in Sales and Use Taxes have been incurred or
collected by the Debtors before the Petition Date.  This has not
yet been remitted to the relevant Governmental Authorities but
will be as they come due.

Approximately $6,127,038 in Other Taxes have been incurred,
withheld or collected by the Debtors before the Petition Date.
Certain portions of the Other Taxes are not due until after the
Petition Date.  Amounts incurred on account of the Other Taxes
have not yet been remitted to the relevant Governmental
Authorities but will be as they come due.

Taxes and Fees due as of the Petition Date:

    Transportation Tax                            $0
    Fuel Tax                                       0
    Airport Fees and Passenger Charges     2,530,000

The Debtors pay the Governmental Authorities on a periodic basis
with funds drawn by checks or by means of electronic fund
transfers.  Before the Petition Date, certain Governmental
Authorities were sent Checks or Electronic Transfers for these
obligations that may not have cleared as of the Petition Date.

To the extent any Check or Electronic Transfer has not cleared
the Banks as of the Petition Date, the Debtors seek
authorization, in their sole discretion, to direct the Banks to
receive, process, honor and pay the Checks or Electronic
Transfers.  If the Governmental Authorities have not received
payment for Taxes and Fees owed, the Debtors seek authority to
issue replacement Checks, re-issue Electronic Transfers or
otherwise make payment to the Governmental Authorities.

                         *     *     *

Judge Martin Glenn has entered an interim order granting the
Motion on an interim basis.

The Debtors are authorized, but not directed, in their sole
discretion to pay Taxes and Fees.

The Debtors are authorized in their sole discretion to direct the
Banks to receive, process, honor and pay any and all Checks or
Electronic Transfers drawn on the Debtors' accounts to pay the
Taxes and Fees, whether those checks were presented prior to or
after the Petition Date, provided that sufficient funds are
available in the applicable accounts to make the payments.

                       About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, 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, respectively, and independently as
Mesa Airlines and go! Mokulele.  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 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


MESA AIR: Has Nod to Keep go! Mokulele Program
----------------------------------------------
Prior to the Petition Date and in the ordinary course of their
business, in relation to the go! Mokulele operations, Mesa Air
Group Inc. and its units offered and engaged in certain customer
and other programs and practices to develop and sustain a positive
reputation in the marketplace for this business, to engender
customer loyalty, and to enhance revenue.

The Debtors own 75% of a joint venture Mo-Go, LLC, to provide
Hawaii inter-island airline service under the go! and Mokulele
brand names.  Pursuant to a Services Agreement entered in October
2009 by Mesa Airlines, Inc., Mo-Go and Republic Airways Holdings,
Inc., Mesa operates all go! jet flights and provides related
services on behalf of the joint venture, including ticketing,
marketing, reservation, check-in, security, and customer
services.

More specifically, pursuant to the Mo-Go Services Agreement, the
Debtors remit to Mo-Go any adjusted collections (on a net basis)
from the go! operations, after deducting for certain operating
and business expenses (excluding the pro rata portion of certain
expenses which is the Debtors' responsibility under the joint
venture arrangement).  However, if the go! business operates at a
loss for the applicable period, the joint venture partners,
including the Debtors, are required to make up for the shortfall
on a pro rata basis up to certain limits.  In effect, because the
Debtors hold a 75% interest in the joint venture, they backstop
any go! operating losses.  Thus, Maria A. Bove, Esq., at
Pachulski Stang Ziehl & Jones LLP, in New York, asserts that the
Customer Programs directly impact the go! business, the strength
and competitiveness of which, in turn, impact (i) the
reimbursement and funding obligations of the Debtors pursuant to
the Mo-Go Services Agreement and joint venture arrangement and
(ii) the value of the Debtors' stake in Mo-Go.

The Customer Programs include, among others, advance ticket
sales, ticket refunds, a frequent flyer program, fee waivers,
barter arrangements, corporate and government incentive programs,
as well as arrangements with tour/vacation operators and sales
outlet services.  The Customer Programs ensure customer
satisfaction, generate goodwill, and address competitive
pressures so that the Debtors can retain current customers,
attract new customers and ultimately enhance net revenue, Ms.
Bove tells the Court.

Ms. Bove points out that Mo-Go is not a debtor in these chapter
11 proceedings; however, the Debtors think it is necessary to
continue to operate and implement the Customer Programs pursuant
to the service provider arrangement with Mo-Go.

Ms. Bove adds that the filing of the Chapter 11 cases is likely
to negatively affect customers' attitudes and behavior toward the
Debtors' services.  In particular, the Debtors' goodwill and
ongoing business relationships may erode if their customers
perceive that the Debtors are unable or unwilling to fulfill the
prepetition promises they have made through the Customer
Programs, she notes.  The same would be true if customers
perceived that the Debtors would no longer be offering the types
of services or quality of services they have come to expect and
upon which they likely relied when purchasing the Debtors'
services.  Further, the Debtors' competitors may increase their
efforts during the pendency of the Chapter 11 cases to lure away
go! customers and to create doubts as to the Debtors' ability to
emerge successfully from Chapter 11.

Accordingly, the Debtors sought and obtained from the Court
interim authority (a) perform and honor their prepetition
obligations related to the Customer Programs as they deem
appropriate, and (b) continue, renew, replace, implement new, and
terminate, Customer Programs as they deem appropriate and in the
ordinary course of business, without further application to the
Court, including making all payments, satisfying all obligations
and permitting and effecting all setoffs in connection therewith,
whether relating to the period prior or subsequent to the
Petition Date.

The Debtors also sought and obtained the Court's directive
authorizing all applicable banks and other institutions to
receive, process, honor and pay any and all checks and fund
requests drawn on the Debtors' accounts related to the claims and
obligations permitted to be paid by the Debtors, whether those
checks and fund requests were presented prior to or after the
Petition Date, provided that:

    (i) funds are available in the Debtors' accounts to cover
        the checks and fund transfers; and

   (ii) the applicable banks and other institutions are
        authorized to rely on the Debtors' designation of any
        particular check or fund request.

The Court also ruled that nothing will be construed to limit, or
in any way affect, the Debtors' ability to dispute any claim by
any party with respect to any Customer Program.

                       About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, 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, respectively, and independently as
Mesa Airlines and go! Mokulele.  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 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


MESA AIR: Has Protocol to Limit Equity Trading to Save NOLs
-----------------------------------------------------------
Pursuant to Sections 105, 362, and 541 of the Bankruptcy Code and
Rule 3001 of the Federal Rules of Bankruptcy Procedure, Mesa Air
Group Inc. and its units seek the Court's authority to establish a
notice and hearing procedure, which must be satisfied before
certain transfers of claims against, and equity securities in, the
Debtors, or any beneficial interest, are deemed effective.

The Debtors' net operating loss carryforwards are valuable assets
of their estates, which will inure to the benefit of their
stakeholders, facilitate their reorganization, and, as property
of the estate, are protected by the automatic stay, Maria A.
Bove, Esq., at Pachulski Stang Ziehl & Jones LLP, in New York,
tells the Court.  Unfettered trading in claims and equity
securities in the Debtors, with no advance warning of those
trades, jeopardizes these assets and, thus, a source of value to
the Debtors' stakeholders, she adds.

Moreover, unfettered trading may potentially lead to the
triggering of "change in control" termination provisions in the
Debtors' code-share agreements, unnecessarily putting at risk
these critical agreements that the Debtors seek to assume, Ms.
Bove says.

The Debtors estimate that as of December 31, 2009, they had a
consolidated NOL carryforward of approximately $89,503,317.  In
addition, the Debtors anticipate generating additional NOLs
during 2010.

Based on current projections, the Debtors expect to use a
substantial portion of their NOL carryforwards to offset future
income and dramatically reduce their federal income tax
liability, subject to certain limitations, Ms. Bove relates.

For purposes of Section 382 of the Internal Revenue Code, an
ownership change occurs when the percentage of a loss company's
equity (measured by value) owned by one or more 5% shareholders
increases by more than 50 percentage points over the lowest
percentage of stock owned by the shareholders at any time during
a three-year rolling testing period.  A Section 382 change of
ownership before confirmation of a plan would effectively
eliminate the Debtors' ability to use their NOL carryforwards and
certain other tax attributes, Ms. Bove notes.

It is possible that any potential plan of reorganization will
involve the issuance of common stock to creditors in
satisfaction, either in whole or in part, of the Debtors'
prepetition indebtedness.  In that event, the Debtors may seek to
avail themselves of the special relief afforded by Section 382
for changes in ownership under a confirmed chapter 11 plan,
according to Ms. Bove.

There is a danger, however, that if the relief requested by the
Debtors is not granted, the Debtors could lose the substantial
benefits of their NOL carryforwards before their emergence from
chapter 11 as a result of continued trading and accumulation of
claims by creditors in claims against, and by stockholders in
interests in, the Debtors, Ms. Bove says.

Accordingly, consistent with the automatic stay, the Debtors need
the ability to monitor and possibly object to changes in the
ownership of stock and claims to assure that (i) a 50% change of
ownership does not occur before the effective date of any Chapter
11 plan in these cases and (ii) for a change of ownership
occurring under a Chapter 11 plan, the Debtors have the
opportunity to avail themselves of the special relief provided by
Section 382 of the Internal Revenue Code.

The Debtors propose these Procedures that will protect and
preserve the valuable NOLs in excess of $89,000,000, as well as
protect the value of the code-share agreements.

              Procedures for Trading In Securities

Any person or entity who currently is or becomes a Substantial
Equity Holder -- any person or entity that beneficially owns at
least 7,008,689 shares of stock, representing approximately 4% of
all issued and outstanding shares on a fully diluted basis --
will file with the Court and serve upon the Debtors and their
counsel, a notice of that status.

An equity acquisition notice will be filed with the Court and
serve on the Debtors and their counsel, describing the intended
transaction acquiring the Debtors' equity securities at least 30
calendar days before effectuating any transfer that would result
in an increase in the amount of securities owned by a Substantial
Equity Holder or that would result in a person or entity becoming
a Substantial Equity Holder.

An equity disposition notice will be filed with the Court and
serve on the Debtors and their counsel, describing the intended
transaction disposing of the Debtors' equity securities at least
30 calendar days before effectuating any transfer that would
result in a decrease in the amount of securities owned by a
Substantial Equity Holder or that would result in a person or
entity ceasing to be a Substantial Equity Holder.

The Debtors will have 30 calendar days after the actual receipt
of a Notice to file with the Court and serve on the entity filing
the Notice an objection to any proposed transfer of equity
securities on the grounds that the transfer may adversely affect
the Debtors' ability to utilize their NOLs or tax attributes as a
result of an ownership change under Section 382 or 383 of the
IRC, or the Debtors' rights or benefits under the Code-Share
Agreements.

If an Objection is filed, the proposed transaction will not be
effective unless approved by a final and non-appealable order of
the Court.

The proposed transaction may proceed solely as set forth in the
Notice if no Objection is filed or if the Debtors provide written
authorization approving the proposed transaction.  Further
transactions must be the subject of additional notices, with an
additional 30-day waiting period.

                Procedures for Trading In Claims

A substantial claimholder is any person or entity that
beneficially owns (i) an aggregate principal amount of claims
against the Debtors or any controlled entity through which a
Substantial Claimholder owns an indirect interest in claims
against the Debtors, (ii) a lease or leases under which one or
more of the Debtors are lessees and pursuant to which payments
are or will become due, or (iii) any combination of both, in each
case, in an amount equal to or exceeding $25,000,000.

Any person or entity who currently is or becomes a Substantial
Claimholder will file with the Court and serve upon the Debtors
and their counsel, a notice of that status.

A claims acquisition notice describing the intended transaction
against the Debtors will be filed at least 30 calendar days
before effectuating any transfer of claims that would result in
an increase in the amount of aggregate principal claims
beneficially owned by a Substantial Claimholder or would result
in a person or entity becoming a Substantial Claimholder.

A claims disposition notice describing the intended disposition
of claims against the Debtors will be filed at least 30 calendar
days before effectuating any transfer of claims that would result
in the amount of aggregate principal claims beneficially owned by
a Substantial Claimholder or would result in a person or entity
ceasing to be a Substantial Claimholder.

The Debtors will have 30 calendar days after receipt of a Notice
to file an objection to any proposed transfer of claims on the
grounds that any transfer may adversely affect the Debtors'
ability to utilize any of their NOLs or tax attributes after an
ownership change under Section 382 or 383 of the IRC.

If an Objection is filed, the proposed transaction will not be
effective unless approved by a final and non-appealable order of
the Court.

The proposed transaction may proceed solely as set forth in the
Notice if no Objection is filed or if the Debtors provide written
authorization to the entity filing the Notice approving the
proposed transaction.  Further transactions must be the subject
of additional notices, with an additional 30-day waiting period.

                         *     *     *

Judge Martin Glenn granted the Motion and approved the procedures
on an interim basis.

Effective as of the Petition Date, any purchase, sale or other
transfer of claims against or equity securities in the Debtors in
violation of the approved Procedures will be null and void ad
initio as an act of violation of the automatic stay under
Sections 362 and 105(a) of the Bankruptcy Code.

Any purchase, sale or other transfer of claims against, or equity
securities in, the Debtors in violation of the Procedures will be
null and void, and will confer no rights on the transferee.

A full-text copy of the Interim Order, including exhibits, is
available at no charge at

     http://bankrupt.com/misc/MA_IntOrdTradingProc010510.pdf

                       About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, 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, respectively, and independently as
Mesa Airlines and go! Mokulele.  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 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


METALDYNE CORP: Gets Nod to Send Plan to Creditors for Voting
-------------------------------------------------------------
Metaldyne Corp., fka Oldco M Corporation, and its debtor-
affiliates won approval from the Bankruptcy Court of the
disclosure statement explaining their proposed plan of liquidation
dated December 7, 2009.

The Debtors will now begin soliciting votes on the Plan.

The Debtors will present the Plan for confirmation on February 23.

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.


METROMEDIA INT'L: Plan Outline Hearing Moved to February 12
-----------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware will consider on February 12, 2010, at 2:00 p.m.
(prevailing Eastern Time), the adequacy of information in MIG,
Inc., fka Metromedia International Group, Inc.'s Disclosure
Statement.  The DS hearing scheduled for January 14, 2010, at
10:00 a.m. was adjourned.  Objections, if any, are due on
February 3, 2010, at 4:00 p.m. (prevailing Eastern Time.)

As reported on the Troubled Company Reporter on November 24, 2009,
according to the Plan, the Reorganized Debtor may enter into
transactions and may take actions to effect a corporate or
operational restructuring of its business, to simplify the overall
corporate or operational structure of the Reorganized Debtor, to
achieve corporate or operational efficiencies, or to improve
financial results; provided that the transactions or actions are
not inconsistent with the Plan, the distributions to be made under
the Plan or the New Corporate Governance Documents.  The
transactions or actions may include any mergers, conversions,
consolidations, restructurings, dispositions, liquidations,
closures, or dissolutions, as may be determined by the Reorganized
Debtor to be necessary or appropriate.

The overview of certain material terms of the Plan include:

   -- The Debtor will be reorganized, converted into a
      Delaware limited liability company and continue in
      operation.

   -- Allowed administrative claims and priority tax claims will
      be paid in full, unless agreed by the holders of the claims.

   -- Allowed other priority claims will be paid in full in cash
      on the distribution date, unless otherwise agreed by the
      holders of the claims.

   -- Allowed secured workers' compensation obligations claims
      will receive cash payments in the ordinary course as set
      forth in the order authorizing the Debtor to pay certain
      prepetition workers compensation obligations in the ordinary
      course of business.

   -- Class 3 Hauf secured claim will be allowed in the amount of
      $607,500, which is 90% of the total class 3 claims, and
      receive cash on the distribution date in the allowed amount
      of its claim.

   -- Allowed Class 4 general unsecured claims will be paid in
      cash on the distribution date, 70% of the allowed amount of
      each holder's claim.

   -- On the distribution date, each holder of an allowed class 5
      claim will receive, in full, final and complete
      satisfaction, settlement, release, and discharge of the
      allowed class 5 claim its pro rata share of class 5's
      ratable portion of the sum of (x) 100% of excess cash; plus
      (y) the common B membership interests; plus (z) New MIG
      Notes in the principal amount equal to the difference
      between the (a) allowed final appraisal amount and the
      allowed non-appraisal amount of claims of electing class 6
      holders and (b) the sum of excess cash and the common b
      membership equity distribution value.

   -- A holder of an allowed class 6 claim will be entitled to
      elect to receive, in full, final and complete satisfaction,
      settlement, release, and discharge of the allowed class 6
      claim, one of the after forms of treatment under the Plan:
      (i) one preferred unit per share of preferred equity
      interests held by the holder of an allowed class 6 claim; or
      (ii) its pro rata share of class 6's ratable portion of the
      sum of (x) 100% of excess cash; plus (y) the common b
      membership interests; plus (z) New MIG Notes in the
      principal amount equal to the difference between the (a)
      allowed final appraisal amount and the allowed non-appraisal
      amount of claims of electing class 6 holders and (b) the sum
      of excess cash and the common b membership equity
      distribution value; provided, however, that the Holder of an
      allowed class 6 claim makes the written election provided
      for in Section 3.03(d)(ii) of the Plan on a validly executed
      ballot that is delivered on or before the otherwise voting
      deadline.

   -- A holder of an allowed class 7 common equity interest will
      receive its pro rata share of common a membership interests.

The Plan provides that cash payments under the Plan will be in
U.S. funds, and will be made, at the option, and in the sole
discretion, of the Reorganized Debtor, by (i) checks drawn on or
(ii) wire transfers from a domestic bank selected by the
Reorganized Debtor.  Cash payments to foreign creditors may be
made, at the option, and in the sole discretion, of the
Reorganized Debtor, in the funds and by the means as are
necessary or customary in a particular foreign jurisdiction.  Cash
payments made pursuant to the Plan in the form of checks issued by
the Reorganized Debtor will be null and void if not cashed within
120 days of the date of the issuance thereof. Requests for
reissuance of any check will be made directly to the Reorganized
Debtor.

For purposes of effectuating distributions under the Plan, any
claim denominated in foreign currency will be converted to U.S.
dollars pursuant to the applicable published exchange rate in
effect on the petition date.

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

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

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

                          About MIG Inc.

Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM,
MTRMP) -- http://www.metromedia-group.com/-- through its wholly
owned subsidiaries, owns interests in several communications
businesses in the country of Georgia.  The Company's core
businesses include Magticom Ltd., a mobile telephony operator
located in Tbilisi, Georgia, Telecom Georgia, a long distance
telephony operator, and Telenet, which provides Internet access,
data communications, voice telephony and international access
services.

MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP assists the Company in its restructuring efforts.  Debevoise &
Plimpton LLP is the Company's special corporate counsel, while
Potter Anderson & Corroon LLP is the Company's special litigation
counsel.  The official committee of unsecured creditors of MIG,
Inc., has retained Baker & McKenzie LLP as its bankruptcy
counsel, nunc pro tunc to June 30, 2009.

In its petition, the Company said it had US$100 million to
US$500 million in assets and US$100 million to US$500 million in
debts.  In its formal schedules, the Company said it had assets of
$54,820,681 against debts of $210,183,657.


MUZAK HOLDINGS: Wins Confirmation of Reorganization Plan
--------------------------------------------------------
Muzak Holdings LLC and certain of its subsidiaries on January 12
announced that the United States Bankruptcy Court for the District
of Delaware has confirmed the Company's Plan of Reorganization,
clearing the way for the Company to emerge from Chapter 11 by the
end of January.  The Plan, which was unanimously supported, will
result in the Company's outstanding debt being reduced by more
than half to $230 million and the Company's annual interest
expense also being significantly reduced.

"The Court's confirmation of our Plan is a great achievement for
Muzak and reflects our tireless efforts in gaining the support of
each of our creditor constituencies," said Stephen P. Villa, Chief
Executive Officer of Muzak.  "We are very proud of what we have
accomplished during our restructuring and believe that our
stakeholders' support and the Court's confirmation of our
restructuring provide the foundation for Muzak to emerge from
Chapter 11 as a stronger and more competitive company.  I would
like to thank our employees, clients, affiliates, advisors and all
of our stakeholders and I am confident that, upon emergence, Muzak
will be well-positioned for continued leadership and innovation."

Mr. Villa continued, "With our strengthened capital structure, we
will continue investing in new talent and technology to provide
innovative new offerings and to further enhance the first class
products and services that our clients have come to expect from
Muzak."

As part of the Confirmation, the Court also approved Muzak's
previously announced $108.75 million Senior Secured Exit Financing
Facility commitment from GE Capital, Restructuring Finance, Silver
Point Finance, LLC and MFC Global Investment Management.  The
commitment will be used to satisfy the claims of the Company's
prepetition senior secured lenders under the Company's Plan, to
fund working capital and for other general corporate purposes.

                    About Muzak Holdings LLC

Headquartered in Fort Mill, South Carolina, Muzak Holdings LLC --
http://www.muzak.com/-- creates a variety of music programming
from a catalog of over 2.6 million songs and produces targeted
custom in-store and on-hold messaging.  Through its national
service and support network, Muzak designs and installs
professional sound systems, digital signage, drive-thru systems,
commercial television and more.  The Company and 14 affiliates
filed for Chapter 11 protection on February 10, 2009 (Bankr. D.
Del. Lead Case No. 09-10422).  Moelis & Company is serving as
financial advisor to the Company.  Kirkland & Ellis LLP is the
Debtors' counsel.  Klehr Harrison Harvey Branzburg & Ellers has
been tapped as local counsel.  Epiq Bankruptcy Solutions LLC
serves as claims and notice agent.  Muzak's petition listed assets
of $324 million against debt of $465 million, including
$101 million owed on a senior secured credit facility,
$220 million in senior notes and $115 million in subordinated
notes.


NEAL JONES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: Neal Mitchell Jones
               Amy Lu Jones
               732 E Redondo Drive
               Gilbert, AZ 85296

Bankruptcy Case No.: 10-00558

Chapter 11 Petition Date: January 10, 2010

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

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

Estimated Assets: Not Stated

Estimated Debts: Not Stated

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.


NEWPOINT FINANCIAL: Faces Securities Fraud; Receiver Appointed
--------------------------------------------------------------
The Securities and Exchange Commission on Monday said it has
charged Beverly Hills, Calif.-based NewPoint Financial Services,
Inc. and its co-owners and controller for conducting an
unregistered offering fraud aimed at Iranian-Americans in the Los
Angeles area.  The SEC obtained an emergency court order to freeze
their assets and preserve remaining funds that were collected from
investors.

The SEC's complaint, filed in U.S. District Court for the Central
District of California, alleges that NewPoint, co-owners John
Farahi and Gissou Rastegar Farahi, and its controller Elaheh
Amouei targeted investors in the Iranian-American community by
touting New Point on a daily finance radio program that John
Farahi hosts on a Farsi language radio station in the Los Angeles
area.  The SEC alleges that the Farahis or Amouei would then make
appointments with interested listeners to discuss investment
opportunities offered by NewPoint, and misled more than 100
investors into purchasing more than $20 million worth of
debentures that they falsely told them were low-risk.  Many
investors also were falsely told that they were investing in FDIC-
insured certificates of deposit, government bonds, or corporate
bonds issued by companies backed by funds from the Troubled Asset
Relief Program.  The SEC alleges that most of the money raised was
instead transferred to accounts controlled by the Farahis to,
among other things, fund construction of their multi-million
dollar personal residence in Beverly Hills.

"They lured victims with false promises of investment safety while
secretly enriching themselves and diverting investor funds for
their personal use," said Rosalind R. Tyson, Director of the SEC's
Los Angeles Regional Office.

The SEC's complaint further alleges that investor funds were used
to engage in risky options futures trading in the stock market in
which the Farahis lost more than $18 million in 2008 and the
beginning of 2009.  Since approximately June 2009, John Farahi and
Amouei have made further misrepresentations to investors in an
effort to lull them into keeping their money with NewPoint, saying
that their money is safe and that they are guaranteed to get the
entirety of their investment back.  According to the SEC's
complaint, NewPoint lacks sufficient funds to make all investors
whole, and John Farahi has been paying back some investors on a
selective basis while failing to return money to other investors
asking for a return of their investment.

The SEC has obtained a court order (1) freezing the assets of
NewPoint, the Farahis, and Triple "J"; (2) appointing a temporary
receiver over NewPoint and Triple "J"; (3) preventing the
destruction of documents; (4) requiring accountings from NewPoint,
the Farahis, and Triple "J"; and (5) temporarily enjoining
NewPoint, the Farahis, and Amouei from future violations of the
registration and antifraud violations of the federal securities
laws.  The SEC also seeks preliminary and permanent injunctions
and civil penalties against the defendants and disgorgement with
prejudgment interest against NewPoint, the Farahis, and Triple
"J."  A hearing on whether a preliminary injunction should be
issued against the defendants and whether a permanent receiver
should be appointed is scheduled for Jan. 15, 2010, at 10:00 a.m.


NORANDA ALUMINUM: Inks Amended Establishment Deal With GOJ
----------------------------------------------------------
Noranda Bauxite Limited reached at an understanding with the
Government of Jamaica through its representatives to amend the
Establishment Agreement dated Sept. 30, 2004, as amended, between
the Government of Jamaica and St. Ann Bauxite Limited.

The Establishment Agreement governs the relationship between
Noranda Bauxite and the GOJ related to the operation of a bauxite
mine in St. Ann, Jamaica.

The 2009 Agreement sets the fiscal regime structure of the
Establishment Agreement from Jan. 1, 2009 through Dec. 31, 2014.
The 2009 Agreement concluded negotiations between Noranda Bauxite
and the GOJ regarding the fiscal regime, and included Noranda
Bauxite's commitment for certain expenditures for haulroad
development, maintenance, dredging, land purchases, contract
mining, training and other general capital expenditures from 2009
through 2014.

In connection with the signing of the 2009 Agreement, Noranda
Bauxite paid $15.5 million to the Government of Jamaica towards
its 2009 production levy and prepaid a portion of its 2010
obligations.  Amounts due under the monthly production levy
calculation provided by the 2009 Agreement will be applied against
the $15.5 million until that amount is exhausted, at which point
Noranda Bauxite will remit payment to the GOJ monthly pursuant to
payment terms contained in the Establishment Agreement.

                      About Noranda Aluminum

Noranda Aluminum Holding Corporation --
http://www.norandaaluminum.com/-- is a North American integrated
producer of value-added primary aluminum products, as well as high
quality rolled aluminum coils.  The Company has two businesses, an
upstream and downstream business.  The primary metals, or upstream
business, produced approximately 261,000 metric tons of primary
aluminum in 2008.  The rolling mills, or downstream business, are
one of the largest foil producers in North America and a major
producer of light gauge sheet products.  Noranda Aluminum Holding
Corporation is a private company owned by affiliates of Apollo
Management, L.P.

As reported by the Troubled Company Reporter on August 17, 2009,
Standard & Poor's Ratings Services lowered its issue-level rating
on Noranda's (CCC+/Developing/--) and Noranda Aluminum Acquisition
Corp.'s senior unsecured debt issues to 'D' from 'CCC-'.  The
recovery rating on these note issues remains '6', indicating S&P's
expectation of negligible (0%-10%) recovery in the event of a
payment default.

The TCR said August 10, 2009, that Moody's Investors Service
confirmed Noranda Aluminum Holding Corporation's Caa1 Probability
of Default rating, Caa1 Corporate Family Rating, and Caa3 senior
unsecured notes rating.  At the same time, Moody's confirmed
Noranda Aluminum Acquisition Corporation's B2 senior secured
revolver and senior secured term loan ratings and its Caa2 senior
unsecured notes rating.  The speculative grade liquidity rating
remains SGL-3 and the rating outlook is stable.


NORTEL NETWORKS: $2.3 Mil. in Claims Changed Hands in 2 Weeks
-------------------------------------------------------------
The Office of the Clerk of the Bankruptcy Court recorded 12
notices of transfers of claims, aggregating $2,371,795, in Nortel
Networks' Chapter 11 cases for the period from December 21, 2009
to January 4, 2010.  They are:

                                              Claim     Claim
Transferee            Transferor              Number    Amount
----------            ----------              ------  ----------
ASM Capital III L.P.  Sipera Systems Inc.       220      $80,567

ASM Capital III L.P.  Questar Energy Trading   3958   $1,287,665

ASM Capital III L.P.  Ford & Harrison LLP       905      $36,674

ASM Capital LP        SODEXHO                    --      $11,156

ASM Capital LP        Mitec Telecom Inc.        840     $110,939

                                                 --       $3,828

Bell Aliant Regional  Innovatia Inc.           4288     $506,235
Communications Ltd.
Partnership

Claims Recovery       Intax Inc.               1404      $11,844
Group LLC

Contrarian Funds LLC  SVA Bizsphere             555     $136,267
                      Entwicklungs UND
                      Vertriebs-AG             2487     $136,267

Corre Opportunities   Labra Electronics          --       $1,228
Fund LP

United States Debt    MRV Communications Inc.    --      $10,845
Recovery III LP

United States Debt    CONNECTANDSELL Inc.        --      $38,280
Recovery III LP

                       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)


NOVADEL PHARMA: Selects Steven Ratoof as President & CEO
--------------------------------------------------------
Novadel Pharma Inc.'s bard of directors appointed Steven B. Ratoff
as president and chief executive officer effective Jan. 1, 2010.
Mr. Ratoff has been chairman of the board since September 2006,
interim president and chief executive officer since July 2007, and
interim chief financial officer since April 2009.

Mr. Ratoff will continue to serve as interim chief financial
officer.

                       About NovaDel Pharma

Flemington, New Jersey-based NovaDel Pharma Inc. (NYSE AMEX: NVD)
-- http://www.novadel.com/-- is a specialty pharmaceutical
company developing oral spray formulations for a broad range of
marketed drugs.  The Company's proprietary technology offers, in
comparison to conventional oral dosage forms, the potential for
faster absorption of drugs into the bloodstream leading to quicker
onset of therapeutic effects and possibly reduced first pass liver
metabolism, which may result in lower doses.  Oral sprays
eliminate the requirement for water or the need to swallow,
potentially improving patient convenience and adherence.

As of September 30, 2009, the Company had $2.27 million in total
assets against $9.67 million in total liabilities, resulting in
stockholders' deficit of $7.40 million.

The Company filed with the Securities and Exchange Commission its
Annual Report for the year ended December 31, 2008, which included
an audit opinion with a "going concern" explanatory paragraph.
The going-concern explanatory paragraph from NovaDel's independent
registered public accounting firm -- J.H. Cohn LLP in Roseland,
New Jersey -- expressed substantial doubt, based upon current
financial resources, as to whether NovaDel can continue to meet
its obligations beyond 2009 without access to additional working
capital.


NOVELIS INC: Completes Exchange Offer for 11-1/2% Senior Notes
--------------------------------------------------------------
Novelis Inc. on Tuesday said it has completed its offer to
exchange up to $185 million aggregate principal amount of its
11-1/2% Senior Notes due 2015, which have been registered under
the Securities Act, for its outstanding unregistered 11-1/2%
Senior Notes due 2015.

The exchange offer expired at 5 p.m. ET, on January 11, 2010. A
total of $185 million (100%) of the notes were validly tendered
and accepted for exchange by Novelis.

This exchange offer was performed pursuant to the registration
rights agreement signed as part of the financing transaction
completed in August 2009 and does not represent a new financing
transaction.

As reported by the Troubled Company Reporter on Nov. 19, 2009,
Moody's changed the outlook for Novelis, Inc., and Novelis
Corporation to stable from negative.  The speculative grade
liquidity rating of Novelis, Inc., was also upgraded to SGL-2 from
SGL-3.  At the same time, Moody's affirmed Novelis Inc's B2
corporate family rating, its B2 probability of default rating, the
Ba3 rating on its senior secured term loan, and the Caa1 senior
unsecured notes rating.  The Ba3 rating on Novelis Corporation's
senior secured term loan was also affirmed.

The change in outlook to stable reflects Moody's expectation that
Novelis will continue to show improvement in its earnings and cash
flow generation given the renegotiation of all of its can sheet
contracts, cost cutting efforts and the run off of virtually all
its hedge loss position.  The outlook anticipates that the company
will continue to focus on cash generation and liquidity and that
its performance will continue to benefit from the more robust
conditions in its can sheet business, which accounts for roughly
50% to 60% of sales.  Although Moody's does not expect that the
company will meaningfully reduce absolute debt levels over the
next twelve to fifteen months, the outlook reflects Moody's belief
that debt protection coverage ratios will continue to strengthen
as the company returns to a sustainable level of profitability.

Moody's last rating action on Novelis was Aug. 5, 2009, when the
company's senior unsecured ratings were downgraded to Caa1 from
B3.

                        About Novelis Inc.

Headquartered in Atlanta, Georgia, Novelis Inc. --
http://www.novelis.com/-- is the world's largest producer of
aluminum rolled products.  For the 12 months ended Sept. 30, 2009,
the company had total shipments of 2,725 kilotonnes and generated
$8.2 billion in revenues.  Novelis operates in 11 countries, has
12,000 employees and reported revenue of $10.2 billion in fiscal
year 2009.  Novelis is a subsidiary of Hindalco Industries Limited
(BSE: HINDALCO), a flagship company of the Aditya Birla Group, a
multinational conglomerate based in Mumbai, India.


OCCULOGIX INC: Inks Advisory Agreement With Greybrook Capital
-------------------------------------------------------------
OccuLogix Inc. entered into a capital advisory agreement with
Greybrook Capital Inc., which it is entitled to receive in
consideration of its provision of capital advisory services to the
Company, within 90 days of the date of the agreement and again on
or before the first anniversary of the date of the agreement,
compensation consisting of

   * $100,000 in cash, or

   * shares of the company's common stock equal to the quotient of
     $100,000 and $1.22, the per share closing consolidated bid
     price on the date of the original execution of the agreement.

All other terms and conditions of the agreement remain in full
force and effect.  Elias Vamvakas, Chairman of the Company's board
of directors and acting Chief Executive Officer, is a principal
with, and holds a material financial interest in, Greybrook.

              About OccuLogix dba TearLab Corporation

Headquartered in San Diego, California, OccuLogix, Inc. dba
TearLab Corporation -- http://www.tearlab.com-- develops and
markets lab-on-a-chip technologies that enable eye care
practitioners to improve standard of care by objectively and
quantitatively testing for disease markers in tears at the point-
of-care.  The TearLab Osmolarity Test, for diagnosing Dry Eye
Disease, is the first assay developed for the award winning
TearLab Osmolarity System.  TearLab Corporation's common shares
trade on the NASDAQ Capital Market under the symbol 'TEAR' and on
the Toronto Stock Exchange under the symbol 'TLB'.  TearLab is
currently marketed globally in more than 17 countries including
the U.S.

At September 30, 2009, the Company had $10,674,343 in total assets
against total current liabilities of $2,389,625 and contingently
redeemable common stock of $250,000.  At September 30, 2009, the
Company had $370,335,623 in accumulated deficit and stockholders'
equity of $8,034,718.

The Company noted in its quarterly report on Form 10-Q for the
quarter ended September 30, 2009, it has sustained substantial
losses of $14,181,433 for the year ended December 31, 2008 and
$2,678,252 and $7,097,008 for the nine months ended September 30,
2009 and 2008, respectively.

OccuLogix, Inc., said as a result of its history of losses and
financial condition, there is substantial doubt about its ability
to continue as a going concern.


PACIFIC GALVESTON: Files List of 20 Largest Unsecured Creditors
---------------------------------------------------------------
Pacific Galveston Properties, LP, has filed with the U.S.
Bankruptcy Court for the Northern District of Texas a list of its
20 largest unsecured creditors.

A full-text copy of the Debtor's list of creditors is available
for free at http://bankrupt.com/misc/txnb10-30122.pdf

Dallas, Texas-based Pacific Galveston Properties, LP, dba Island
Bay Apartments, filed for Chapter 11 bankruptcy protection on
January 4, 2010 (Bankr. N.D. Texas Case No. 10-30122).  John P.
Lewis, Jr., Esq., at Law Office of John P. Lewis, Jr., 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: Sec. 341 Creditors Meeting Set for Feb. 9
------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of Pacific
Galveston Properties, LP's creditors on February 9, 2010, at 3:00
p.m. at Office of the U.S. Trustee, 1100 Commerce Street, Room
976, Dallas, TX 75242.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Dallas, Texas-based Pacific Galveston Properties, LP, dba Island
Bay Apartments, filed for Chapter 11 bankruptcy protection on
January 4, 2010 (Bankr. N.D. Texas Case No. 10-30122).  John P.
Lewis, Jr., Esq., at Law Office of John P. Lewis, Jr., 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.


PAJAAMCO FAMILY: Taps Cardenas Whitis as Bankruptcy Counsel
-----------------------------------------------------------
PAJAAMCO Family Limited has sought authorization from the U.S.
Bankruptcy Court for the Southern District of Texas to employ Kurt
Stephen and the law firm of Cardenas, Whitis, & Stephen L.L.P. as
bankruptcy counsel.

Cardenas Whitis will:

     a. prepare appropriate schedules, statement of financial
        affairs, motions, notices, orders, and applications to
        comply with the requisites of the U.S. Trustee and the
        United States Bankruptcy Code and Bankruptcy Rules;

     b. counsel with the Debtor regarding preparation of operating
        reports and development of a Chapter 11 Plan; and

     c. discuss reorganization with creditors and/or third
        parties, and preparation and proposal of a Chapter 11
        Plan.

Cardenas Whitis will be paid $300 per hour for its services.

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

McAllen, Texas-based PAJAAMCO Family Limited Partnership, fdba
Pajamco Family Limited Partnership, filed for Chapter 11
bankruptcy protection on January 4, 2010 (Bankr. S.D. Texas Case
No. 10-70010).  John Kurt Stephen, Esq., at Cardena Whitis and
Stephen, assists the Company in its restructuring effort.  The
Company has assets of $26,760,745, and total debts of $15,664,200.


PANOLAM HOLDINGS: Court Confirms Prepackaged Chapter 11 Plan
------------------------------------------------------------
The Hon. Mary F. Walrath approved Panolam Holdings Co.'s
Disclosure Statement and their prepackaged Chapter 11 Plan.

As reported in the Troubled Company Reporter on November 20, 2009,
prepetition, the Debtors obtained the requisite votes on the Plan.
The Plan got the approval of all the holders of senior lender
credit agreement revolver claims, 97.82% in number and 90.67% in
amount of the senior lender credit agreement term claims, all of
the noteholder credit agreement claims, all of the senior
subordinated notes claims, and all of the equity interests in
Panolam Holdings.

According to the disclosure statement, the Debtors will make
distributions among the creditors as:

A. Priority Non-Tax Claims.  The Debtors will repay holders of
    priority non-tax claim in full.

B. Senior Lender Credit Agreement Revolver Claims.  Holders of
    the Allowed Senior Lender Credit Agreement revolver claim will
    get from the reorganized Panolam: (i) an amount of cash equal
    to the Intercreditor Distribution Adjustment plus its pro rata
    share (based upon the amount of the Allowed Senior Lender
    Credit Agreement Revolver Claim divided by the total amount of
    all Allowed Senior Lender Credit Agreement Claims) of the
    excess cash; (ii) its pro rata share of the Amended and
    Restated Revolver Notes; (iii) its pro rata share of the
    Amended and Restated Term Notes Distributable to Senior Lender
    Credit Agreement Revolver Claims; and (iv) its pro rata share
    of cash sufficient to pay that portion of the Allowed Senior
    Lender Credit Agreement Revolver Claims.

C. Senior Lender Credit Agreement Term Claims.  Holders of the
    Allowed Senior Lender Credit Agreement Term Claim will get
    from the reorganized Panolam: (i)(a) its pro rata share (based
    upon the amount of the Allowed Senior Lender Credit Agreement
    Term Claim held divided by the total amount of all Allowed
    Senior Lender Credit Agreement Claims) of the excess cash
    minus (b) the excess cash adjustment and minus (c) an amount
    of cash equal to the Intercreditor Distribution Adjustment;
    (ii) its pro rata share of the Amended and Restated Term Notes
    Distributable to Senior Lender Credit Agreement Term Claims;
    and (iii) its pro rata share of cash sufficient to pay that
    portion of the Allowed Senior Lender Credit Agreement Term
    Claims.

D. Noteholder Credit Agreement Claims.  Holders of the Allowed
    Noteholder Credit Agreement Claim will receive from the
    reorganized Panolam: (i) its pro rata share of the New Second
    Lien Term Notes and (ii) its pro rata share of cash sufficient
    to pay that portion of the Allowed Senior Lender Credit
    Agreement Term Claims.

C. Other Secured Terms.  Allowed Other Secured Claims will be
    reinstated or rendered unimpaired, notwithstanding any
    contractual provision or applicable non-bankruptcy law that
    entitles the holders of the Allowed Other Secured Claims to
    demand or receive payment to the claims prior to their stated
    maturity from and after the occurrence of default.  Allowed
    Other Secured Claims that aren't due and payable on or before
    the effective date will, at the Debtors' option, be paid (i)
    in the ordinary course of business, or (ii) by transfer of the
    collateral to the holder.

D. Senior Subordinated Notes Claims.  Holders of the Allowed
    Senior Subordinated Notes Claims will exchange with the
    reorganized Panolam all of the holders' Senior Subordinated
    Notes for the holders' pro rata share (based upon the
    principal amount of Senior Subordinated Notes held) of 90% of
    the sum of (i) the number of shares of New Capital Stock
    outstanding on the effective date, including new capital stock
    issued to management under the Management Incentive Plan, plus
    (ii) the number of shares of new capital reserved for issuance
    under the Management Incentive Plan.

E. General Unsecured Claims.  Holders of an Allowed General
    Unsecured Claim will receive payment in full in cash of the
    unpaid portion of Allowed General Unsecured Claim.

F. Debtor Section 510(b) Claims.  These claims will be
    extinguished without any distribution.

G. Intercompany Claims.  These claims will be reinstated to the
    extent determined to be appropriate by the Debtors or
    adjusted, continued or capitalized (but not paid in cash), in
    whole or in part, provided, however, that the Intercompany
    Claims held by any foreign non-Debtor subsidiary of Panolam
    may be paid in full in cash.

H. Equity Interests of the Panolam Subsidiary Debtors and
    Holdings II.  All of the Equity Interests of the Panolam
    Subsidiary Debtors will continue to be owned by Panolam or
    Nevamar Holding Corp.  Equity Interests of Panolam will be
    cancelled and the Equity Interests of the reorganized Panolam
    will be owned by Reorganized Holdings.  Equity Interests in
    Holdings II will be cancelled, unless Holdings II is merged
    into Panolam Holdings.

I. Equity Interests in Panolam Holdings.  Existing Equity
    Interests in Panolam Holdings will be cancelled, and each
    holder of an Allowed Equity Interest in Panolam Holdings will
    be permitted, in full satisfaction of such Equity Interest, to
    exchange with Panolam Holdings all of its Allowed Equity
    Interests in Panolam Holdings for its pro rata share of New
    Warrants.

A full-text copy of the Prepackaged Plan is available at no charge
at http://ResearchArchives.com/t/s?464f

A full-text copy of the Disclosure Statement is available at no
charge at http://ResearchArchives.com/t/s?4650

                       About Panolam Holdings

Shelton, Connecticut-based Panolam Holdings Co. filed for Chapter
11 bankruptcy protection on November 4, 2009 (Bankr. D. Delaware
Case No. 09-13889).  Its debtor-affiliates, Panolam Industries
International, Inc., Panolam Holdings II Co., Panolam Industries
Inc., Pioneer Plastics Corporation, Nevamar Holding Corp., Nevamar
Holdco, LLC, and Nevamar Company LLC also filed for bankruptcy.

Drew G. Sloan, Esq., Lee E. Kaufman, Esq., Mark D. Collins, Esq.,
and Michael Joseph Merchant, Esq., at Richards Layton & Finger,
P.A., assist the Debtors in their restructuring efforts.  Perella
Weinberg Partners is the Debtors' financial advisor.  Epiq
Bankruptcy Solutions LLC is the Debtors' claims agent.

Panolam Holdings listed $100,000,001 to $500,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities in its bankruptcy
petition.


PECANS OF QUEEN: Files Schedules of Assets and Liabilities
----------------------------------------------------------
The Pecans Of Queen Creek, LLC, filed with the U.S. Bankruptcy
Court filed for the District of Arizona its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $11,829,000
  B. Personal Property              $561,727
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,914,432
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $197,554
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $9,025,078
                                 -----------      -----------
        TOTAL                    $12,390,727      $20,137,064

The Pecans Of Queen Creek, LLC, is based in Tempe, Arizona.  The
Company filed for Chapter 11 bankruptcy protection on November 13,
2009 (Bankr. D. Ariz. Case No. 09-29332).  Michael W. Carmel,
Esq., at Michael W. Carmel, Ltd., assists the Company in its
restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


PHILIP LEE KEESLING: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Philip Lee Keesling
        5546 E. Sanna Street
        Paradise Valley, AZ 85353

Bankruptcy Case No.: 10-00433

Chapter 11 Petition Date: January 8, 2010

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

Judge: Charles G. Case II

Debtor's Counsel: Gerald K. Smith
                  Lewis & Roca LLP
                  40 N. Central Ave.
                  Phoenix, AZ 85004-4429
                  Tel: (602) 262-5348
                  Fax: (602) 262-5747
                  Email: gsmith@lrlaw.com

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

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

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

The petition was signed by Mr. Keesling.


PIER COLLISION CENTER: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Pier Collision Center
          dba Gordon's Pier Collision
        638 Torrance Bl.
        Redondo Beach, CA 90277

Bankruptcy Case No.: 10-10765

Chapter 11 Petition Date: January 8, 2010

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

Judge: Barry Russell

Debtor's Counsel: Dennis E. Mcgoldrick, Esq.
                  350 S Crenshaw Blvd, Ste A207B
                  Torrance, CA 90503
                  Tel: (310) 328-1001
                  Email: dmcgoldricklaw@yahoo.com

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

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

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

            http://bankrupt.com/misc/cacb10-10765.pdf

The petition was signed by Ingrid Cramer, general partner of the
Company.


PROPEX INC: Creditors Facing Second Loss on Preferences
-------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the trustee for the
liquidating trust for Propex Inc., created for the benefit of
creditors, this month sued hundreds of Propex creditors to recover
$53 million in preference payments.  The trustee filed the lawsuit
before the two-year deadline for filing preference actions was
about to expire in January 2010.

According to the report, a preference is a payment received by a
creditor on account of a stale debt within 90 days of bankruptcy.
Recoveries on the preferences will be redistributed among
creditors pro rata, although not to creditors who haven't repaid
preferences they were accused of receiving.

                         About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.  In Europe, the company has
manufacturing facilities in Germany, Hungary and the United
Kingdom.

The Company and its debtor-affiliates filed for Chapter 11
protection on January 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors selected Edward L. Ripley, Esq., Henry J.
Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  The Official Committee of Unsecured
Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss
Hauer & Feld, LLP, in New York, to be its counsel.

Propex changed its name to Fabrics estate following the sale of
substantially all of its assets to Xerxes Operating Company, LLC,
and Xerxes Foreign Holding Corp.

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


QL2 SOFTWARE: Files for Chapter 11 in Seattle
---------------------------------------------
QL2 Software, Inc., on January 12 said it is voluntarily
restructuring its debt obligations under the protection of Chapter
11 of the U.S. Bankruptcy Code in the United States Bankruptcy
Court in Seattle.  The company filed the Chapter 11 petition on
Monday.  The company will continue all business operations during
the restructuring without interruption. To supplement its cash
availability if needed, the company is negotiating an agreement to
secure post-filing a line of credit.

"During the past year, we have made significant progress
internally to transition QL2 into an enterprise-class data access
platform company that pursues innovation and effective ways of
serving our customers," said Russ Aldrich, CEO of QL2.  "This
restructuring focuses on non-business related debt that arose out
of admitted malfeasance by prior management, not on our
operations. This step will take pressure off of our business and
allow us to continue to build toward our vision of being the
leading on-demand platform for product, price, and market data. We
will continue to work with our customers and partners during and
after this restructuring."

The company on Monday filed for court approval various, customary
first-day motions, including: maintaining employee payroll and
health benefits and the fulfillment of certain pre-filing
obligations.  The company anticipates its first-day motions will
be approved in the next few days.

                        About QL2 Software

QL2 Software, Inc. -- http://www.QL2.com/-- is an on-demand data
access platform provider.  More than 250 clients in 40 countries
depend on QL2 for product, price and market data.  The QL2 client-
roster includes more than 100 airlines, three of the top five
global pharmaceuticals, and market leaders in retail, consumer
products and life sciences.

Founded in 2002, QL2 was named to the 2007 Inc. 500 and the 2008
and 2009 Inc. 5000 list of the fastest growing private companies,
and the 2008 Red Herring 100.  QL2 has also been included in
KMWorld's 100 Companies That Matter for the past four years and
Trend-Setting Products for the past three years.


QUEST RESOURCE: Receives Non-Compliance Notice From NASDAQ
----------------------------------------------------------
Quest Resource Corporation announced that on January 5, 2010, it
received a determination letter, which the Company expected, from
The NASDAQ Stock Market stating that the Company's common stock is
subject to delisting since the Company failed to hold the required
2009 annual meeting of stockholders by December 31, 2009, and
therefore was not in compliance with NASDAQ Listing Rules 5620(a)
and 5620(b).

In the determination letter, NASDAQ advised that QRCP may request
an appeal of this determination by making a hearing request to the
NASDAQ Listing Qualifications Hearings Panel, which will stay the
suspension of QRCP's securities and the filing of a Form 25-NSE
with the Securities and Exchange Commission.  The request for a
hearing must be received by NASDAQ by January 12, 2010, and QRCP
intends to timely submit such a request.

The Company delayed the 2009 annual meeting in order to reduce
costs by combining the 2009 annual meeting with the stockholder
meeting to vote on the previously announced proposed recombination
of QRCP with Quest Midstream Partners, L.P. and Quest Energy
Partners, L.P. (QELP 2.80, +0.06, +2.19%).  The proposed
recombination would be effected under the terms of a definitive
merger agreement pursuant to which the entities would form a new,
publicly-traded corporation that, through a series of mergers and
entity conversions, would wholly own all three entities.  The new
publicly traded entity will be named PostRock Energy Corporation
and trade under the NASDAQ ticker symbol "PSTR".  PostRock filed
an Amendment No. 1 to its registration statement on Form S-4/A
with the SEC on December 17, 2009.  The Company intends to hold
the 2009 annual meeting, which will include the stockholder vote
on the proposed recombination, promptly after the SEC completes
its review and declares the registration statement effective.

About Quest Resource Corporation, Quest Energy Partners, L.P.,
Quest Midstream Partners, L.P. and PostRock Energy Corporation

Quest Resource Corporation -- http://www.qrcp.net/-- is a fully
integrated E&P company that owns: producing properties and acreage
in the Appalachian Basin of the northeastern United States; 100%
of the general partner and a 57% limited partner interest in QELP,
including subordinated units; and 85% of the general partner and
36.4% of the limited partner interests in the form of subordinated
units in QMLP.  The Company operates and controls QELP and QMLP
through its ownership of their general partners.

Quest Energy Partners, L.P. -- http://www.qelp.net/-- was formed
by QRCP to acquire, exploit and develop natural gas and oil
properties and to acquire, own, and operate related assets.  QELP
owns more than 2,400 wells and is the largest producer of natural
gas in the Cherokee Basin, which is located in southeast Kansas
and northeast Oklahoma.  QELP also owns natural gas and oil
producing wells in the Appalachian Basin of the northeastern
United States and in Seminole County, Oklahoma.

Quest Midstream Partners, L.P. -- http://www.qmlp.net/-- was
formed by QRCP to acquire and develop transmission and gathering
assets in the midstream natural gas and oil industry.  QMLP owns
more than 2,000 miles of natural gas gathering pipelines and over
1,100 miles of interstate natural gas transmission pipelines in
Oklahoma, Kansas, and Missouri.

PostRock will hold the assets currently owned by QRCP, QELP, and
QMLP and will operate with a more streamlined corporate structure.


RALPH CALANDRELLA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: Ralph Austin Calandrella
               Carolyn Sue Calandrella
               Route 1 Box 239
               Elk Garden, WV 26717

Bankruptcy Case No.: 10-00033

Chapter 11 Petition Date: January 8, 2010

Court: United States Bankruptcy Court
      Northern District of West Virginia (Martinsburg)

Debtors' Counsel: Todd Johnson, Esq.
                  Johnson Law, PLLC
                  Post Office Box 519
                  Morgantown, WV 26507-0519
                  Tel: (304) 292-7933
                  Fax: (304)292-7931
                  Email: johnsonlawoffice@gmail.com

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

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

According to the schedules, the Company has assets of $7,742,500
and total debts of $2,448,683.

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/wvnb10-00033.pdf

The petition was signed by the Joint Debtors.


R.H. DONNELLEY: Gets Confirmation of Plan of Reorganization
-----------------------------------------------------------
R.H. Donnelley on January 12 obtained confirmation of its Second
Amended Plan of Reorganization, paving the way for the Company to
emerge from Chapter 11 protection and begin making distributions
to creditors by the end of January.

"We are very pleased with the court's decision, which clears the
way for us to complete our balance sheet restructuring in the next
few weeks," said David C. Swanson, chairman and CEO of R.H.
Donnelley. "The plan confirmed today allows us to reduce our debt
by more than $6 billion and emerge with a more manageable capital
structure and a stronger financial foundation."

The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware confirmed the Plan at a hearing today. More than 96
percent of creditors who cast ballots voted in favor of
confirmation.

"I'd like to thank all of our employees and advisors for their
hard work and commitment during this process," Swanson continued.
"Through their collective efforts, R.H. Donnelley will become a
stronger entity, better positioned to helping local businesses
address their marketing needs."

R.H. Donnelley reached an agreement on the terms of the Plan with
certain creditor groups, including bank lenders and an ad hoc
committee of noteholders, prior to filing for Chapter 11
protection on May 29, 2009.

Under the terms of the confirmed Plan:

    * Total debt will be reduced by $6.4 billion, including
      approximately $700 million of secured indebtedness.

    * Total cash interest expense will be reduced by approximately
      $500 million annually.

    * Post-emergence secured and consolidated debt will be
      approximately $3.1 billion and $3.4 billion, respectively,
      which represents approximately 3.0x and 3.3x net secured and
      net consolidated debt to EBITDA, respectively.

    * Cash balance at emergence will be at least $125 million.

    * The approximately $6.0 billion of unsecured bond
      indebtedness will be exchanged for virtually 100 percent of
      the equity in and $300 million of unsecured notes issued by
      the restructured Company; all existing equity in the Company
      will be extinguished.

                       About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (OTC: RHDCQ) -- 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)


ROBERT FERLAND: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Robert G. Ferland
                dba Robert G. Ferland M.D. P.C.
                dba Lifestyles
                fdba Comprehensive Health Care
                fdba Skin Care
              Joann A. Ferland
              3434 Forest Park Rd
              Springfield, TN 37172

Bankruptcy Case No.: 10-00176

Chapter 11 Petition Date: January 9, 2010

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

Judge: Marian F Harrison

Debtors' Counsel: David Foster Cannon, Esq.
                  David F. Cannon, Attorney at Law
                  346 21st Avenue North
                  Nashville, TN 37203-1848
                  Tel: (615) 321-8787
                  Fax: (615)620-7340
                  Email: bkcourt@davidcannon.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 $1,092,271
and total debts of $1,582,906.

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/tnmb10-00176.pdf

The petition was signed by the Joint Debtors.


SARGENT RANCH: Sec. 341 Creditors Meeting Set for Feb. 2
-------------------------------------------------------
The U.S. Trustee for Region 15 will convene a meeting of Sargent
Ranch, LLC, a California Limited Liability's creditors on
February 2, 2010, at 1:30 p.m. at Office of the U.S. Trustee, 402
W. Broadway (use C St. entrance), Suite 630, San Diego, CA 92101.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

La Jolla, California-based Sargent Ranch, LLC, a California
Limited Liability Company, filed for Chapter 11 bankruptcy
protection on January 4, 2010 (Bankr. S.D. Calif. Case No. 10-
00046).  John L. Smaha, Esq., at Smaha Law Group, APC, assists the
Company in its restructuring effort.  The Company listed
$500,000,001 to $1,000,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


SHEARIN FAMILY: Court Sets Confirmation Hearing for January 21
--------------------------------------------------------------
J. Rich Leonard of the U.S. Bankruptcy Court for the Eastern
District of North Carolina approved an amended Disclosure
Statement relating to Shearin Family Investments, LLC's Plan of
Reorganization as of November 18, 2009.

The Court has scheduled the confirmation hearing for January 21,
2010, at 10:00 a.m. at 300 Fayetteville Street, 3rd Floor
Courtroom, Raleigh, North Carolina.

According to the DS, the amended and restated Plan contemplates a
continuation of the Debtor's business.  The Debtor intends to
satisfy certain creditor claims from income earned through
continued operations.  The Plan also contemplates the sale of the
real or personal property.

The Debtor proposes to make payments under the plan from funds on
hand and any distributions of net income from the operation of its
business.

Upon the sale of the real or personal property proposed to be
sold by this Plan, the liens secured by the property will attach
to the net proceeds of sale remaining after payment of all
reasonable and ordinary closing costs, and will be paid to
lienholders in accordance with this Plan and the priorities of the
Code.

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

A full-text copy of the Chapter 11 Plan is available for free at
http://bankrupt.com/misc/ShearinFamily_AmendedPlan.pdf

Based in Rocky Mount, North Carolina, Shearin Family Investments,
LLC owns and operates a condominium resort in Carteret County, in
North Carolina.  The company filed for Chapter 11 relief on
Oct. 13, 2008 (Bankr. E.D. N.C. Case No. 08-07082).  Amy M. Faber,
Esq., at Stubbs & Perdue, P.A., and Trawick H. Stubbs, Jr., Esq.,
at Stubbs & Perdue, P.A., represent the Debtor as counsel.  When
the Debtor filed for protection from its creditors, it listed
assets of $46,327,546 and debts of $49,260,007.


SKI MARKET: Purchasers Have Until January 27 to File Offers
-----------------------------------------------------------
According to Bicycle Retailer, deadlines for bids and deposits for
Ski Market's assets must be filed by Jan. 27, 2010, followed by an
initial hearing and auction on Feb. 1, 2010.  A sale hearing to
consider approval is set for Feb. 5, 2010, at 10:00 a.m., at the
U.S. Bankruptcy Court in Springfield, Massachusetts.

The sale will include unexpired leases on seven of the company's
locations, report notes.

Ski Market filed for Chapter 11 bankruptcy, citing negative impact
on consumer spending during 2008 and 2009 exacerbated the
company's financial problems, according to boston.com.  The report
notes the Company owes $4 million to South Shore  Savings Bank,
$610,000 in rent for its existing locations, and $4.5 million in
trade debt.  According to the Company, it had $22.5 million in
gross sale from April 1, 2008, to March 31, 2009.  Its gross sale
was less than $7 million from April 2009 to mid-December 2009.
Mirick O'Connell, DeMallie & Lougee LLP represents the Company.


SONRISA PROPERTIES: Sec. 341 Creditors Meeting Set for Feb. 4
-------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of Sonrisa
Properties, Ltd.'s creditors on February 4, 2010, at 1:00 p.m. at
Suite 3401, 515 Rusk Ave, Houston, TX 77002.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

League City, Texas-based Sonrisa Properties, Ltd., filed for
Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. S.D.
Texas Case No. 10-80012).  Karen R. Emmott, Esq., who has an
office in Houston, Texas, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in liabilities.


SONRISA PROPERTIES: Wants Karen Emmott as Bankruptcy Counsel
------------------------------------------------------------
Sonrisa Properties, Ltd., has asked for permission from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Karen R. Emmott as bankruptcy counsel, effective as of
December 30, 2009.

Ms. Emmott will, among other things:

     a. prepare and file the Debtor's schedules, statements of
        financial affairs, and related initial pleadings;

     b. represent the Debtor at the Debtor's Initial Conference
        with the U.S. Trustee and at the First Meeting of
        Creditors; and

     c. represent the Debtor in any and all matters related to
        post-petition administrative matters or matters involving
        the Debtor's assets and liabilities and financial affairs.

Ms. Emmott will be paid $300 per hour for her services.

Ms. Emmott assures the Court that she is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

League City, Texas-based Sonrisa Properties, Ltd., filed for
Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. S.D.
Texas Case No. 10-80012).  The Company listed $10,000,001 to
$50,000,000 in assets and $1,000,001 to $10,000,000 in
liabilities.


SONRISA REALTY: Sec. 341 Creditors Meeting Set for Feb. 4
---------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of Sonrisa
Realty Partners, Ltd.'s creditors on February 4, 2010, at 1:00
p.m. at Suite 3401, 515 Rusk Ave, Houston, TX 77002.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

League City, Texas-based Sonrisa Realty Partners, Ltd., filed for
Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. S.D.
Texas Case No. 10-30084).  Karen R. Emmott, Esq., who has an
office in Houston, Texas, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in liabilities.


SPANSION INC: Proposes Deal With AEHR Test Systems
--------------------------------------------------
Spansion Inc. and its units ask the Court to approve their
stipulation with Aehr Test Systems and Aehr Test Systems Japan
Ltd., pursuant to which, among others, Aehr's general unsecured
prepetition claim will be allowed for $18,480,645.  The
stipulation further provides that the Debtors will pay Aehr the
cost of completion, in the amount of $210,000, in consideration of
Aehr supplying the Debtors with four "waferpak" devices needed in
the Debtors' production processes.

Aehr supplies test systems and fixtures to the Debtors, including
probe cards and "waferpaks."  Because of the long lead times
during product development and holds due to the Debtors' decision
to redirect its production focus, a number of orders for
waferpaks were canceled prior to the Petition Date.  The Debtors
relate that pursuant to the purchase orders governing these
transactions, in the event of cancellation, the Debtors are
required to pay cancellation fees to Aehr proportionate to
product completion, non-recoverable costs, and the sales price.

As of the time of cancellation, a portion of the Canceled
Waferpaks had been fully built by Aehr and were ready to be
shipped to the Debtors.  To mitigate damages, Aehr decided to
cease or not begin manufacturing certain other Canceled
Waferpaks.  At least one Canceled Waferpak was partially built.

The Debtors have determined that they need four of the Canceled
Waferpaks for their production processes: one 300mm 731 Waferpak
configured for operation on a 200mm wafer, two 300mm 764
Waferpaks configured for operation on a 200 mm wafer, and 200mm
533 Waferpak.  While three of the Requested Waferpaks are already
fully built and ready for shipment, the fourth Requested Waferpak
-- the 200mm 533 Waferpak -- is only partially built.  Aehr
estimates that it will cost $210,000 to complete the manufacture
of the fourth Requested Waferpak.

According to the Debtors, the Requested Waferpaks will allow them
to test their Flash memory products and are, accordingly, an
integral component in their manufacturing and testing process --
which are themselves the foundation of their business.

Aehr filed, on May 8, 2009, a proof of claim in Spansion Inc.'s
Chapter 11 case asserting a general unsecured prepetition claim
for $18,480,645 comprised of:

  (a) an unsecured prepetition claim for $6,217,834 relating to
      cancellation charges for goods and services ordered by the
      Debtors prior to the Petition Date which were canceled
      prior to delivery;

  (b) an unsecured prepetition claim for $1,225,331 for goods
      and services delivered to Spansion LLC under invoice
      numbers 120975, 121022, 120990;

  (c) an unsecured prepetition claim for $11,363,980 for
      invoiced amounts due and owing under several transactions
      for goods and services delivered to Spansion LLC; and

  (d) a credit given by Aehr to the Debtors in the amount of
      $326,500 relating to an overpayment made by the Debtors
      prepetition for invoiced amounts due and owing under
      transactions for goods and services delivered to Spansion
      LLC by Aehr.

The Debtors do not dispute the amounts owed to Aehr asserted
pursuant to the Transferred Claim, the Three Invoice Claim, and
the Credit.  While the Debtors acknowledge that the amounts owed
to Aehr asserted pursuant to the Claim reflect Aehr's decision to
cease manufacturing the fourth Requested Waferpak in order to
mitigate cancellation fees owing to Aehr by the Debtors under the
purchase orders, the Debtors believe that the Cancellations Claim
may be excessive in light of the terms of the purchase orders.
So as to resolve any disputes, the Parties negotiated and reached
an agreement which was then reduced to writing.  On December 30,
2009, Aehr and the Debtors entered into the Stipulation to
resolve the potential discrepancy and to provide the Debtors with
the Requested Waferpaks and other necessary services.

The Stipulation provides for the delivery and transfer of title
to the Requested Waferpaks to the Debtors by Aehr as soon as
practicable after entry of the Order.  In exchange, the Debtors
agree to (i) pay to Aehr the Completion Cost and support the
allowance of Claim in the full amount sought.

The Debtors assert that the stipulation provides them with
testing devices necessary for their production processes, and at
a cost that is considerably less than it would cost to purchase
equivalent devices from Aehr or another supplier.

                        About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Reports $1.5 Million Income for September Quarter
---------------------------------------------------------------
Spansion Inc. announced operating results for its quarter and
nine months ended September 27, 2009.  Spansion reported third
quarter of 2009 net sales of $327.6 million, which reflects the
company's refined focus and decision to concentrate primarily on
embedded and targeted wireless applications.  The Company
generated net income on a U.S. GAAP basis of $1.5 million, or
diluted net income per share of $0.01.  Operating income for the
quarter was $20.0 million and U.S. GAAP gross and operating
margins were 28.3% and 6.1%, respectively.

                        U.S. GAAP Results
        (In millions, except margin and per share amounts)

                Q3 2009   Q2 2009   Q1 2009   Q4 2008   Q3 2008
                -------   -------   -------   -------   -------
Net Sales       $327.6    $376.3    $399.6    $468.0    $630.9
Gross margin      28.3%     25.5%      4.2%    (43.1%)    13.7%
Operating income
(loss)           $20.0     $10.1   $(156.1)$(2,007.3)   $(85.7)
Operating margin   6.1%      2.7%    (39.1%)  (429.0%)   (13.6%)
Net income(loss)  $1.5     $(7.3)  $(512.6)$(2,076.9)  $(135.3)
Diluted net income
(loss) per share  $0.01   $(0.04)   $(3.18)  $(12.90)   $(0.84)

The reduction in net sales and substantial improvements in
operating and net income are a direct result of the company's
strategy to exit unprofitable markets and restructure the company
to support its refined focus.

Non-GAAP net income for the third quarter of 2009 excluding
restructuring, reorganization, and other special charges and
credits was $17.6 million, or non-GAAP net income per share of
$0.10.  Reconciliation between U.S. GAAP operating results and
non-GAAP operating results is provided following the financial
statements in this release.

                        Non GAAP Results
             (In millions, except per share amounts)

                Q3 2009   Q2 2009   Q1 2009   Q4 2008   Q3 2008
                -------   -------   -------   -------   -------
Net income(loss) $17.6     $16.8   $(156.2)   $(433.0)  $(116.8)

Diluted net
income(loss)
per share         $0.10    $0.10    $(0.97)    $(2.69)  $(0.73)

As a result of a focus on cost reductions, efficiencies and
improved asset management, the company continued to generate
positive cash flows from operations and ended the third quarter
of fiscal 2009 with $263.6 million in cash as compared to $220.5
million and $95.3 million at the end of the second and first
quarters of fiscal 2009, respectively.

"Spansion is executing well against its plan," said Randy Furr,
Spansion's CFO.  "Net income has improved by approximately
$135 million year over year for its fiscal third quarter on
approximately half the net sales.  By focusing on our core
businesses and exiting unprofitable applications, we have shown
that our strategy is working to deliver stronger financial
results."

                          Restructuring

With a sustainable business model designed for profitability and
generating positive free cash flow, the company is focused on
servicing its core embedded customers as well as target wireless
applications.  The company has completed a number of
restructuring activities to realign its business to support a
refined target market of Flash memory applications.  The company
now maintains a more flexible manufacturing network that balances
internal and external capacity to fulfill customer demand.
Spansion's Fab 25 in Austin, Texas, is the company's main wafer
fabrication facility, with supplemental foundry support provided
by Spansion Japan, Fujitsu and Semiconductor Manufacturing
International Corporation (SMIC).  For final manufacturing
(assembly, test, mark and pack), Spansion maintains two internal
facilities with a number of additional external resources.

"Our restructuring efforts are paying off as highlighted in
our improved third quarter performance," said John Kispert,
Spansion president and CEO.  "Over the past nine months we have
taken a number of difficult actions relative to restructuring.  I
am proud to say that we now have those efforts behind us and can
focus on the future.  We expect to emerge from Chapter 11 in the
first quarter of 2010 with a healthier capital structure and a
broad product portfolio, positioned to compete in our target
markets."

On December 22, the U.S. Bankruptcy Court approved Spansion's
second amended disclosure statement in its plan of
reorganization.  A confirmation hearing for the plan of
reorganization is scheduled for February 11, 2010.

For the nine months ended September 27, 2009, the company has
recognized approximately $381.6 million as reorganization items
in the Condensed Consolidated Statement of Operations.
Reorganization items consist primarily of provisions for expected
allowed claims and certain charges related to allowed claims.
The U.S. Bankruptcy Court will ultimately determine liability
amounts that will be allowed for claims.  As claims are resolved,
or where better information becomes available and is evaluated,
the company will make adjustments to the liabilities recorded on
its quarterly or annual financial statements as appropriate.  Any
such adjustments could be material to the company's financial
position or results of operations in any given period.

                         Spansion Japan

Spansion Japan Limited, a subsidiary of Spansion Inc., commenced
corporate reorganization proceedings in Japan on March 3, 2009.
As a result, and in accordance with U.S. GAAP, the financial
results of Spansion Japan Limited are no longer included in the
consolidated financial results of Spansion Inc. post March 3,
2009.  Spansion Japan has supplied, and continues to supply,
silicon wafers to Spansion LLC.  Historically, the prices for the
wafers sold by Spansion Japan to Spansion LLC were governed by a
pre-bankruptcy foundry agreement.  The prices the company pays to
Spansion Japan for the wafers and related services are a material
component of the company's "cost of goods sold."  The company
believes that the prices under the foundry agreement were
significantly greater than fair value and thus the Company
attempted to renegotiate these pricing terms with Spansion Japan.
These efforts were unsuccessful and in October 2009, the company
filed a motion with the U.S. Bankruptcy Court to reject the
foundry agreement.  An order rejecting the foundry agreement was
issued by the U.S. Bankruptcy Court on November 19, 2009.

As a result of the rejection of the foundry agreement, there is
no valid contract that establishes pricing for the wafers the
company has received from Spansion Japan from February 9, 2009
(which is 20 days prior to the company's chapter 11 filing)
through October 27, 2009, which is referred to in this press
release as the "dispute period."  The results of operations for
the third quarter and nine months ended September 27, 2009 are
based on the company's estimates of value for the goods and
services provided by Spansion Japan during the dispute period.
The U.S. Bankruptcy Court is scheduled to hear evidence to
establish the value of wafers purchased during the dispute period
from Spansion Japan on January 8, 2010.  If the U.S. Bankruptcy
Court finds that the value of wafers purchased during the dispute
period from Spansion Japan is different than the company's
estimates, it will have an impact on the results of operations
and that impact could be material.  Moreover, the result of that
ruling could also have a material impact on the financial
condition of the company.

A full-text copy of Spansion Inc.'s Third Quarter 2009 results is
available for free at http://ResearchArchives.com/t/s?4d3b


                         Spansion Inc.
            Condensed Consolidated Balance Sheet
                    As of September 27, 2009

ASSETS
Cash & Cash Equivalents                          $263,554,000
Auction rate securities                           104,138,000
Accounts Receivable                               118,754,000
Accounts receivable from related party            310,045,000
Allowance for doubtful accounts                   (55,052,000)
Inventories                                       137,197,000
Deferred income taxes                               3,213,000
Prepaid expenses and other current assets          66,201,000
                                                --------------
Total current assets                               948,050,000

Property, plant and equipment                      343,140,000
Auction rate securities                                      0
Other assets                                        62,398,000
                                                --------------
Total Assets                                    $1,353,588,000
                                                ==============

Liabilities and Stockholders' Deficit
Current Liabilities:
Notes payable to banks under revolving loans               $0
Short term note                                    68,410,000
Accounts payable & accrued liabilities            120,103,000
Accounts payable to related party                 146,440,000
Accrued compensation and benefits                  16,814,000
Income taxes payable                                  464,000
Deferred income                                    69,111,000
                                                --------------
Total current liabilities                          421,342,000
Deferred income taxes                                3,280,000
Other long-term liabilities                         27,015,000
Liabilities subject to compromise                1,765,933,000
                                                --------------
Total liabilities                                2,217,570,000
Stockholders' deficit                             (863,982,000)
                                                --------------
Total liabilities and stockholders' deficit     $1,353,588,000
                                                ==============

                          Spansion Inc.
              Consolidated Statement of Operations
            For Three Months Ended September 27, 2009

Net Sales                                         $327,578,000
Cost of Sales                                      234,952,000
                                                --------------
Gross Profit                                        92,626,000

Research and Development                            28,281,000
Sales, general and administrative                   36,820,000
Restructuring charges                                7,492,000
                                                --------------
Operating income(loss) before reorganization items  20,033,000
Gain on deconsolidation of subsidiary                        0
Interest and other income                              532,000
Interest expense                                    (9,199,000)
                                                --------------
Income(loss) before reorganization items            11,366,000
Reorganization Items                                (9,348,000)
                                                --------------
Income(loss) before income taxes                     2,018,000
Provision for income taxes                            (518,000)
                                                --------------
Net income(loss) per common share                   $1,500,000
                                                ==============

                         Spansion Inc.
             Consolidated Statement of Cash Flows
           For Three Months Ended September 27, 2009

Cash Flows from Operating Activities:
Net income(loss)                                    $1,500,000
Adjustment to reconcile net loss to net
cash provided by operating activities:
Depreciation, amortization                         33,312,000
Provision for deferred income taxes                     4,000
Provision for doubtful accounts                        39,000
Net (gain) loss on sale of property                   530,000
Compensation under employee stock plans             2,875,000
Gain on deconsolidation of subsidiary                       0
Gain on sale of Suzhou entity                        (784,000)
Loss from write-off rejected capital leases         3,090,000
Changes in operating assets and liabilities:
(Increase) in trade accounts receivable           (78,845,000)
(Increase) decrease in inventories                 (4,117,000)
(Increase)decrease in prepaid expenses              5,849,000
(Increase) decrease in other assets                (1,488,000)
  Increase(decrease) in accounts payable           118,376,000
  Increase(decrease) in income taxes payable           167,000
  Increase(decrease) in deferred income            (12,972,000)
                                                --------------
Net cash(used)provided by operating activities      67,536,000
                                                --------------

Cash Flows from Investing Activities:
Proceeds from sale property, plant, equipment          785,000
Purchases of property, plant, equipment            (10,446,000)
Proceeds from redemption of ARS                     10,375,000
Cash decreases due to the sale of Suzhou           (10,431,000)
                                                --------------
Net cash used by investing activities               (9,717,000)
                                                --------------
Cash Flows From Financing Activities:
Proceeds from borrowings                                     0
Payments on debt and capital lease                 (14,733,000)
                                                --------------
Net cash used by financing activities              (14,733,000)
                                                --------------

Effect of exchange rate changes on cash                      0
                                                --------------
Net increase in cash and cash equivalents           43,086,000
Cash and cash equiv. beginning period              220,468,000
                                                --------------
Cash and cash equiv. at end of period             $263,554,000
                                                ==============

                    Results for Prior Quarters

Spansion Inc. filed with the Court, on December 31, 2009, its
2009 Second Quarter Results ended June 28, 2009, a full-text copy
of which is available for free at:

              http://ResearchArchives.com/t/s?4d3c

Spansion, Inc., on December 31, 2009, filed with the Court its
2009 First Quarter Results ended March 29, 2009, with the U.S.
Securities and Exchange Commission, a full-text copy of which is
available for free at:

              http://ResearchArchives.com/t/s?4d3d

                        About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the Company's restructuring efforts.  None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Says It Owes Nothing to Spansion Japan
----------------------------------------------------
Pursuant to Section 503(b)(9) of the Bankruptcy Code, Spansion
Japan Limited asks the U.S. Bankruptcy Court to direct the Debtors
to pay it $340 million as an administrative expense claim, without
prejudice to its right to seek an additional administrative
expense claim for postpetition services.

Karen B. Skomorucha, Esq., at Ashby & Geddes, P.A., in
Wilmington, Delaware, attorney for Spansion Japan, tells the
Court that Spansion Japan exclusively manufactured wafers for
Spansion LLC between March 1, 2009, and October 27, 2009.
Spansion Japan claims that the Debtors continued to order and
received from Spansion Japan hundreds of thousands of wafers
under the terms of the Foundry Agreement and FSET Foundry
Agreement with the value in excess of $340 million,
without remitting one penny to Spansion Japan.

The Debtors, however, ask the U.S. Bankruptcy Court to determine
that the estates do not owe any amounts to Spansion Japan Limited.
The Debtors assert that the amounts that Spansion Japan owes to
them exceed any amounts owing to Spansion Japan on an
administrative basis.

The Debtors aver that the Court should reject the contentions of
Spansion Japan that its obligations to the Debtors should be
ignored because:

  (a) the anti-setoff provision on which they rely is contained
      in a rejected contract and that is no longer binding on
      the Debtors;

  (b) strong precedent supports the Debtors' exercise of setoff
      under these circumstances;

  (c) it makes no sense to require the Debtors to press their
      claims affirmatively in Japan rather than to exercise them
      defensively in the United States, when Spansion Japan has
      availed itself of this forum voluntarily.

The Official Committee of Unsecured Creditors joins in the
Debtors' objection.

                         Claims Estimation

Spansion Inc. has asked the Court to estimate Spansion Japan
Ltd.'s administrative claim at $0 for purposes of confirming and
determining feasibility of its reorganization plan.

Spansion Japan has claimed that it is entitled to an
administrative expense claim in excess of $340 million with
respect to the Prepetition Foundry Agreement.

Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, maintains that in light of the
administrative claim assertions and the Debtors' unsuccessful
efforts to reach a consensual arrangement with Spansion Japan,
and in order to avoid any delay to the ongoing Disclosure
Statement approval and plan confirmation process, the Debtors ask
the Court to determine and estimate the Administrative Expense
Claim at $0 for purposes confirming and determining the
feasibility of the Plan.

Spansion Japan, however, asks the Court to deny the Debtors'
Estimation Motion as moot.  Gregory A. Taylor, Esq., at Ashby &
Geddes, P.A., in Wilmington, Delaware, counsel to Spansion Japan,
relates that given the filing by Spansion Japan of its motion
directing payment of its administrative claim and that the
Administrative Expense Motion is scheduled to be heard at the
same time as the Estimation Motion, consideration of the
Estimation Motion is simply unwarranted because adjudication of
the Estimation Motion will not advance the administration of the
Debtors' cases.

                        About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Spansion Japan Wants Time to Elect on Foundry Pact
----------------------------------------------------------------
Spansion Japan Limited asks the Court to extend the period of
time within which it may make an election under Section 365(n) of
the Bankruptcy Code with respect to the rejection of that certain
Second Amended and Restated Foundry Agreement between Spansion
Japan and Spansion LLC, dated as of March 30, 2007.

Spansion Japan asks the Court to extend its deadline from
January 4, 2010, to February 11, 2010, or a later date as the
Court may hold a hearing to consider confirmation of the Debtors'
proposed Chapter 11 plan of reorganization.

As previously reported, the Court, on November 19, 2009, entered
an order granting the motion of the Debtors authorizing their
rejection of the Second Amended and Restated Foundry Agreement
with Spansion Japan Limited.  The Rejection Order provides, among
others, that Spansion Japan must file any election under Section
365(n) of the Bankruptcy Code with respect to the Foundry
Agreement on or before January 4, 2010, and serve that election
upon counsel to the Debtors, the Official Committee of Unsecured
Creditors and the Ad Hoc Consortium of Noteholders.

Gregory A. Taylor, Esq., at Ashby & Geddes, P.A., in Wilmington,
Delaware, counsel to Spansion Japan, relates that at the time the
Rejection Order was entered, other Spansion Japan-related issues
were set to be heard on dates well in advance of the January 4,
2010 date and the confirmation process was supposed to be
completed shortly thereafter.  Among the issues are:

  (a) Motion of Spansion Japan Limited for entry of an order
      allowing certain of its claims as Administrative
      Expenses and directing their payment;

  (b) Motion of GE Financial Services Corporation for allowance
      and payment of Administrative Expense Claim were set to be
      heard on December 15, 2009;

  (c) The Debtors' motion determining and estimating amount of
      Administrative Expense Claim of Spansion Japan relating to
      manufacture of Integrated Flash Memory Circuits was set
      for hearing on December 2, 2009.

In addition, the commencement of the confirmation hearing was
scheduled for January 7, 2010, and the objection deadline to the
confirmation of the plan was set for January 4, 2010.  According
to Mr. Taylor, by January 4, 2010, it was expected that the
parties would have either reached a global resolution or not, and
accordingly, Spansion Japan would have had a full understanding
of the impact that election would have had on its business going
forward.  At this stage, however, Mr. Taylor notes, none of these
issues have been adjudicated and the parties' continuing
relationship has yet to be determined.  As a result of the
current posture of the Debtors' cases, Spansion Japan avers that
extending the date by which it must make its election under
Section 365(n) of the Bankruptcy Code is warranted.

"A modest extension of the election deadline in this case will
not prejudice the Debtors or their estates in any way, and
comports with Spansion Japan's understanding at the time it
agreed to the January 4, 2010 date that, prior to making its
election, it would have a better understanding of where Spansion
Japan stood with regard to the Debtors and their businesses going
forward," Mr. Taylor says.  "Moreover, forcing a premature
election in this case is inconsistent with the statutory purpose
of preserving licensees' rights and would simply multiply
litigation among the parties and further burden this Court," he
adds.

                        About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


STANDARD FORWARDING: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Standard Forwarding Co., Inc., filed with the U.S. Bankruptcy
Court filed for the Central District of Illinois its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $1,422,000
  B. Personal Property           $14,567,212
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $8,102,358
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,883,562
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,034,613
                                 -----------      -----------
        TOTAL                    $15,989,212      $12,020,533

East Moline, Illinois-based Standard Forwarding Co., Inc., filed
for Chapter 11 bankruptcy protection on November 13, 2009 (Bankr.
C.D. Ill. Case No. 09-83707).  Erich Buck, Esq., who has an office
in Chicago, Illinois, assists the Company in its restructuring
efforts.  The Company listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


STERLING FINANCIAL: Employees File Class-Action Lawsuit
-------------------------------------------------------
Hagens Berman Sobol and Shapiro on Jan. 11 filed a class-action
lawsuit on behalf of employees of one of Washington's largest
commercial banks, Spokane-based Sterling Savings Bank, in US
District Court claiming that the bank and its holding company,
Sterling Financial Corporation, failed to protect employees'
investment in company stock through the company's 401(k) Plan.

The lawsuit, filed by HBSS, a Seattle-based class-action law firm
experienced in ERISA and securities litigation, and Pennsylvania-
based Brodsky and Smith, LLC, notes that Sterling's stock price
has imploded as the result of ill-advised commercial real estate,
construction and land loans, improper accounting and inadequate
capitalization.

Sterling and other defendants failed to properly manage pension
funds by maintaining a large investment in Company Stock long
after the stock became an imprudent investment -- a violation of
the federal Employment Retirement Income Security Act (ERISA), the
complaint states.

"No qualified financial advisor would encourage rank-and-file
employees to invest more than a modest amount of retirement
savings in company stock, but actually advise against it," said
HBSS managing partner Steve Berman.  "Employees often interpret a
match in company stock as an endorsement of the company and its
stock.  In this case, Sterling matched the stock employees
invested in the pension plan with worthless Company Stock, further
putting the pension fund at risk."

Attorneys representing Oregon plaintiff Corey Deter estimate over
2,500 employees in Washington, Oregon, Idaho, Montana and
California are affected by the actions listed in the complaint.

Berman said the bank failed to disclose the company's massive
financial problems caused by inadequately secured loans in
commercial real estate, construction and land loans, and masked by
allegedly improper accounting.  The lawsuit charges that the
company deliberately misled employees and shareholders on the
value of the stock and failed to secure adequate reserves against
its credit portfolio.  Employees in the class include those who
owned stock in the Sterling 401(k) from July 23, 2008, to the
present.

The plan heavily invested in Sterling stock despite a clear
decline in performance.  As of Dec. 31, 2007, the plan held
approximately $16 million in Sterling common stock.  A year later,
Dec. 31, 2008, the plan held approximately $13 million in Sterling
common stock, representing in excess of 20 percent of the assets
of the pension plan.

In the wake of its diving stock performance, Sterling failed to
adequately and timely record losses for its impaired loans and
secure assets to safeguard against its defaulting credit
portfolio.  As a result, Sterling stock traded at artificially
inflated prices during the class period, reaching a high of $14.72
per share on Oct. 1, 2008, the lawsuit states.  As of last Friday,
the beleaguered stock closed at 70 cents per share.

Sterling Bank is one of the largest commercial banks headquartered
in Washington.  It is one of the largest regional community banks
in the U.S. that offers mortgage lending, construction financing
and investment products to individuals, small business and
commercial organizations and corporations.  Golf Savings Bank, a
branch of Sterling, focuses on the sale of single-family
residential mortgage loans.

The lawsuit charges that Sterling deliberately misled employees
and investors and mismanaged its pension plan on a number of
fronts, noting specifically that Sterling:

  -- Failed to account for and disclose Sterling's commercial real
     estate, construction and land development loans and failed to
     reflect impairment in the loans;

  -- Failed to adequately reserve for loan losses, such that Tier
     1 capital was presented in violation of banking regulations
     and Generally Accepted Accounting Principles (GAAP).  As a
     result, Sterling would be forced to consent to a cease and
     desist order from the Federal Deposit Insurance Corporation
     (FDIC) directing it to raise $300 million in capital;

  -- Failed to adequately account for its goodwill or its deferred
     tax assets such that its financial statements were presented
     in violation of GAAP.

Prospective class members who want to learn more about legal
requirements and membership in the class should contact Nick
Styant-Browne at 1-206-268-9373 or STSA@hbsslaw.com.

                About Hagens Berman Sobol Shapiro

Hagens Berman Sobol Shapiro (HBSS) is a law firm with offices in
Seattle, Chicago, Cambridge, Los Angeles, Phoenix and San
Francisco.  Named to the 2006 and 2009 Plaintiffs' Hot List by
National Law Journal, HBSS has developed a nationally recognized
practice in class-action litigation.  The firm has co-lead counsel
in litigation to recover losses from Enron employees' retirement
funds and represented Washington and 12 other states in lawsuits
against the tobacco industry that resulted in the largest
settlement in the history of litigation.  The firm also served as
counsel in several other high-profile cases, including the
Washington Public Power Supply litigation, which resulted in
settlements of nearly $1 billion.  The firm also served as co-lead
counsel in a VISA/Mastercard litigation, which resulted in excess
of a $3 billion settlement.

               About Sterling Financial Corporation

Sterling Financial Corporation of Spokane, Wash., --
http://www.sterlingfinancialcorporation-spokane.com/-- is the
bank holding company for Sterling Savings Bank, a commercial bank,
and Golf Savings Bank, a savings bank focused on single-family
mortgage originations.  Both banks are state chartered and
federally insured.  Sterling offers banking products and services,
mortgage lending, construction financing and investment products
to individuals, small businesses, commercial organizations and
corporations.  As of Sept. 30, 2009, Sterling Financial
Corporation had assets of $11.87 billion and operated 178
depository branches throughout Washington, Oregon, Idaho, Montana
and California.


TAYLOR-WHARTON: Stock Going to Investors for $12 Million
--------------------------------------------------------
Taylor-Wharton International LLC received approval of the
disclosure statement explaining its reorganization plan and is now
scheduled to present the plan for confirmation on February 16.

Bill Rochelle at Bloomberg News reports that under the Plan,
holders of senior secured debt owed a total of $73.9 million will
receive a new $20 million revolving credit loan and a $30 million
term loan.  The holders of the $74.8 million in subordinated notes
are to have 7% of new equity, subject to dilution by 16.5% of the
stock that may be given to managers.  If general unsecured
creditors accept the Plan, they will split up $100,000 cash.  If
they don't, they receive nothing. Holders of holding company notes
are to receive nothing.

According to the report, investors will buy $12 million in pay-in-
kind notes in return for which they will receive 93% of the stock.
The subordinated noteholders have the right to purchase half of
the new so-called PIK notes.

The Debtors filed voluntary petitions for chapter 11 bankruptcy on
November 18, 2009, to implement an agreement in principle with the
holders of their mezzanine senior subordinated secured notes and
holders of their first lien notes to significantly improve the
Company's capital structure and create financial flexibility.
Under the terms of the agreement, the Debtors' debt obligations
will be reduced by more than 50%.

                About Taylor-Wharton International

Taylor-Wharton International, LLC, is the world's leading
technology, service and manufacturing network for gas applications
involving pressure vessels and precision valves.  Taylor-Wharton
International operates three complementary businesses from 16
manufacturing, sales, warehouse and service facilities in six
countries on four continents, and markets its products in over 80
countries worldwide.

The Company filed for Chapter 11 bankruptcy protection on
November 18, 2009 (Bankr. Delaware Case No. 09-14089).  The
Company listed $10,000,001 to $50,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

These affiliates of the Company also filed separate Chapter 11
petitions: Alpha One, Inc.; American Welding & Tank, LLC; Beta
Two, Inc.; Delta Four, Inc.; Epsilon Five, Inc.; Gamma Three,
Inc.; Sherwood Valve, LLC; Taylor-Wharton Intermediate Holdings
LLC; Taylor-Wharton International LLC; TW Cryogenics LLC; TW
Cylinders LLC; TW Express LLC; and TWI-Holding LLC.


TIMOTHY SCHWARTZ: Sec. 341 Creditors Meeting Set for Feb. 12
------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of Timothy
L. Schwartz's creditors on February 12, 2010, at 10:00 a.m. at 308
West State Street, Room 40, Rockford, IL 61101.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Algonquin, Illinois-based Timothy L. Schwartz filed for Chapter 11
bankruptcy protection on January 4, 2010 (Bankr. N.D. Ill. Case
No. 10-70004).  Mr. Scwartz's affiliates, Boulevard Shoppes, LLC;
Naples Sunshine, LLC; and Oakridge Development Co., also
filed separate bankruptcy petitions last year.  James E. Stevens,
Esq., at Barrick, Switzer, Long, Balsley & Van Ev, assists Mr.
Scwartz in his restructuring effort.  Mr. Schwartz listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


TITLEMAX HOLDINGS: Ch. 11 Rolls Over Merrill $15M Cash Demand
-------------------------------------------------------------
Expecting to win confirmation of its reorganization plan by April,
TitleMax Holdings Inc. will continue to use cash collateral on
terms Merrill Lynch Mortgage Capital Inc. contends let the Debtor
avoid paying down $15 million of the $151 million owed to the
bank, according to Law360.

Savannah, Georgia-based Titlemax Holdings LLC dba TitleMax,
TitleBucks, US TitlePawn, American Title, and CheckMax is a
closely
held title-lending company with about 550 locations in seven
states -- Georgia, South Carolina, Tennessee, Mississippi,
Missouri, Virginia and Illinois.  It holds customers' vehicle
titles in exchange for cash.  The Company was founded in 1998 and
has 1,800 employees.  The Company and its affiliates filed for
Chapter 11 protection on April 20, 2009 (Bankr. S. D. Ga. Lead
Case No. 09-40805).  DLA Piper LLP represents the Debtors in its
restructuring efforts.  The U.S. Trustee for Region 21 appointed
seven creditors to serve on the official committee of unsecured
creditors.  Titlemax has assets and debts both ranging from
$100 million to $500 million.


TLC VISION: Files Schedules of Assets and Liabilities
-----------------------------------------------------
TLC Vision (USA) Corp. and its debtor-affiliates filed with the
U.S. Bankruptcy Court filed for the District of Delaware a summary
of their schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $35,264,161
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $107,608,304
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $527,525
                                 -----------      -----------
        TOTAL                    $35,264,161     $108,135,829

TLCVision -- http://www.tlcvision.com/-- is North America's
premier eye care services company, providing eye doctors with the
tools and technologies needed to deliver high-quality patient
care. Through its centers' management, technology access service
models, extensive optometric relationships, direct to consumer
advertising and managed care contracting strength, TLCVision
maintains leading positions in Refractive, Cataract and Eye Care
markets.

TLC Vision (USA) Corporation, and two of its corporate affiliates
filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del.
Case No. 09-14473).  The petition says assets and debts are
$100 million to $500 million.

The Company's lead U.S. restructuring counsel is the law firm of
Proskauer Rose LLP and Canadian restructuring counsel is the law
firm of Torys LLP.  The Company's financial advisor is Conway Del
Genio Gries & Co., LLC.  Epiq Bankruptcy Solutions is claims and
notice agent.


TOP SHIPS: Provides Update on Charter Agreement
-----------------------------------------------
TOP Ships Inc. has received from the bareboat charterer of the
M/T's "IONIAN WAVE" and "TYRRHENIAN WAVE," a reduced charterhire
rate of $10,000 per day, rather than the $14,300 per day on a
bareboat basis that is set forth in the charter agreement.  As a
result, TOP Ships believes that such charterer is in breach of the
charter.  TOP Ships is examining this unilateral reduction and
intends to take all necessary steps to recover the amounts owed.

                              Waivers

As reported by the Troubled Company Reporter-Europe on Aug. 12,
2009, TOP Ships disclosed that it has received waivers and signed
amendments to loan agreements with all five of the Company's
lenders in relation to loan covenant breaches that took place as
of December 31, 2008.  The only outstanding amendments are in
relation to:

     (i) the bulker financing with DVB Bank, which agreement has
         been in effect since April 2009, although the legal
         documentation has been delayed; and

    (ii) HSH financings, for which we have not yet managed to
         lower the adjusted net worth covenant below
         US$125 million.

As of June 30, 2009, TOP Ships was in breach of other covenants
not previously waived, which relate to minimum liquidity, adjusted
net worth and asset values of product tankers with certain banks.
TOP Ships has received waivers and amended certain loan agreements
with the Royal Bank of Scotland and DVB, and TOP Ships is
currently in negotiations with other lenders in relation to
remaining breaches.

As of June 30, 2009, TOP Ships had total indebtedness under senior
secured credit facilities of $404.7 million with its lenders,
RBS, HSH Nordbank, DVB, Alpha Bank, and Emporiki Bank, maturing
from 2013 through 2019.

                       About TOP Ships Inc.

Based in Athens, Greece, TOP Ships Inc., formerly known as TOP
Tankers Inc., is an international provider of worldwide seaborne
crude oil and petroleum products and drybulk transportation
services.  The Company operates a combined tanker and drybulk
fleet.


TRIBUNE CO: Interactive Unit Launches Representation Division
-------------------------------------------------------------
Tribune Interactive (TI) announced the formation and launch of its
Representation Division, designed to streamline communications and
operations in the generation and sharing of digital content among
Tribune Company's newspapers, television stations and Web sites.
The division will also facilitate high-level training for those
involved in selling TI's suite of digital and mobile products and
services.

Jeff Kapugi, who has been promoted to SVP/Representation, will
oversee the new division, which is composed of several TI
departments including the content team, market services, customer
rewards programs, and "The Syndicate," which generates original
online content for Tribune's newspaper and television Web sites.
Mr. Kapugi has served as VP/Content for TI's Chicago media
properties
since joining the company in 2008.

"This is an efficient organizational structure for us," said Mr.
Kapugi.  "It enables us to more effectively communicate and
educate our business units about TI's products and services."

Julie Anderson expands her duties as VP/Content and Integration,
and will now be responsible for digital content of all Tribune
newspapers and TV stations.  Part of her role will be to integrate
interactive resources into the newsrooms of the company's media
properties and create 24/7 operations that produce content
dynamically for multiple platforms.

Ms. Anderson's team consists of Jim Richards, who was recently
appointed VP/Content for Los Angeles Times; Tim Dukes,
VP/Broadcasting Digital Content; and a content director for
Tribune's East Coast newspapers, who will be named at a future
date.  Ms. Anderson will work closely with Bill Adee at Chicago
Tribune, who was recently appointed VP/Digital Content for the
Chicago Tribune Media Group.  She will continue working closely
with Bob Gremillion, EVP/Publishing, and be based in Orlando.
Ms. Anderson has overseen online content for Tribune's East Coast
newspaper markets since August 2008.

The new division of TI will also include a Sales Representation
Team, led by Betsy Phillips, who has been named VP/Sales
Representation.  Phillips and her team will be responsible for
assisting senior sales executives with training, support and the
creation of incentive programs for the company's interactive,
publishing, broadcasting and national sales teams.  Phillips will
have a special focus on Tribune's digital and mobile products.

Phillips joined Tribune in 2009 and most recently served as sales
coach/trainer for Tribune Interactive's retail and recruitment
advertising team, TRG group.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIMERIS INC: Receives Delisting Notice From NASDAQ
---------------------------------------------------
Trimeris, Inc., has received a NASDAQ Staff determination letter
dated January 5, 2010, notifying the Company that its common stock
is subject to delisting due to the Company's failure to hold its
required annual meeting for fiscal year 2009.

Trimeris has requested an appeal of the NASDAQ Staff's
determination.  Such request and hearing process will stay further
action to delist the Company's securities from the NASDAQ Stock
Market until such time as the hearing procedures have concluded.

                      About Trimeris, Inc.

Trimeris, Inc. -- http://www.trimeris.com/-- is a
biopharmaceutical company engaged in the commercialization of
therapeutic agents for the treatment of viral disease.  The core
technology platform of fusion inhibition is based on blocking
viral entry into host cells.  FUZEON(R), approved in the U.S.,
Canada and European Union, is the first in a new class of anti-HIV
drugs called fusion inhibitors.


TRONOX WORLDWIDE: Near Settlement with Arco in Oil Pollution Suit
-----------------------------------------------------------------
Tronox Worldwide LLC and BP PLC subsidiary Atlantic Richfield Co.
have asked a federal judge to stay a pollution cleanup suit
brought by Tronox while the parties try to reach a settlement.

Oklahoma-based Tronox, with about $1.4 billion in annual sales, is
the third-largest global producer of titanium dioxide, behind
industry leader E.I. DuPont de Nemours & Co. and Millennium
Inorganic Chemicals.  Tronox also produces electrolytic manganese
dioxide, sodium chlorate, and boron-based and other specialty
chemicals, which together account for about 7% of total sales.
Weaknesses in the current operating environment, which include raw
material price increases, a slowdown in North American demand, and
temporary production problems at some plants, have contributed to
a significant decline in recent earnings, cash flow, and
liquidity.  The earnings decline has in turn contributed to a very
challenging financial covenant compliance situation at Tronox
within the past few years.


TUMBLEWEED INC: Court Confirms Chapter 11 Plan of Reorganization
----------------------------------------------------------------
The Hon. Thomas H. Fulton of the U.S. Bankruptcy Court for Western
District of California confirmed Tumbleweed, Inc. and Custom Food
Solutions LLC's Chapter 11 Plan.

As reported in the Troubled Company Reporter on Nov. 23, 2009,
according to the Disclosure Statement, the Plan contemplates the
conveyance of the assets of the Debtors to Tumbleweed, LLC, a
Kentucky limited liability company, which will be wholly-owned by
a Kentucky limited liability company known as TWIN Management,
LLC.  The Plan is premised upon TWIN merging with the acquiring
company.  On the effective date, or as soon as practical, the
assets of Tumbleweed and CFS will be conveyed and assigned to the
acquiring company, which will assume the obligations under the
GEFF Restructure Documents, the Fifth Third Restructure Documents
and the other obligations contemplated by the Plan.  The Parent
Company will be owned by the controlling members of TWIN - Matt
Higgins, Mike Higgins and David Roth and his affiliates, who will
be compensated as: Matt Higgins will receive an annual base salary
of $265,000, plus standard executive benefits including use of a
company car, cellular phone service, health insurance and
applicable bonuses; Mike Higgins will receive an annual base
salary of $235,000, plus standard executive benefits including use
of a company car, cellular phone service, health insurance and
applicable bonuses; and David Roth and his affiliates will not
receive any compensation on account of their role in the parent
company.  After all distributions, Tumbleweed and CFS will be
dissolved pursuant to the Delaware General Corporation Law.

The Plan is the product of negotiations among the Debtors, GEFF,
Fifth Third, TW Indiana, LLC and other parties-in-interest.

Under the Plan, claims against and interests in the Debtors are
divided into different classes based on their similarity.  If the
Plan is confirmed by the Bankruptcy Court and consummated, on the
effective date or soon thereafter, the Debtors will make
distributions as provided in the Plan.  The Plan also provides for
distribution to certain unclassified claims as administrative
claims.

              Classification and Treatment of Claims

Class 1 - Administrative Claims - holders of a particular allowed
administrative claim, allowed administrative claims will be paid
in full in cash soon as practicable after the effective date.

Class 2 - GEFF Secured Claims - will be satisfied by the execution
and delivery of the GEFF Restructure Documents.

Class 3 - Fifth Third Secured Claims - will be satisfied by the
execution and delivery of the Fifth Third Restructure Documents.

Class 4 - Winmark Capital Corporation Secured Claim - will be
Reinstated by the Debtors' and acquiring company's continued
payment of obligations related thereto pursuant to the parties'
normal business terms, and assumed by the acquiring company on the
effective date to the extent that any obligations thereunder
remain outstanding.

Class 5 - General Unsecured Claims - the Debtors will, on the
later of (a) the effective date or (b) the date a claim becomes an
allowed class 5 claim, distribute to the holder of an allowed
class 5 claim the pro rata share of the class 5 distributable cash
to be distributed pursuant to the Plan in full satisfaction,
settlement, release and discharge of and in exchange for the
general unsecured claim.  The Debtors estimate that the total
amount of Claims participating in Class 5 will be $520,434.  The
Debtors estimate that upon entry of the confirmation order the
cash value of the class 5 distributable cash will be $52,000.

Class 6 - Unsecured Rejection Claims - the Debtors will, on the
later of (a) the effective date or (b) the date a Claim becomes an
allowed class 6 claim, distribute to the holder of an allowed
class 6 claim the pro rata share of the class 6 distributable cash
to be distributed pursuant to the Plan in full satisfaction,
settlement, release and discharge of and in exchange for the
Unsecured Rejection Claim.  The Debtors estimate that the total
amount of claims participating in Class 6 will be $487,727.  The
Debtors estimate that upon entry of the confirmation order the
cash value of the class 6 distributable cash will be $24,500.

Class 7 - Holders of Contested Claims will not receive or retain
any property under the Plan unless and until their claims are
proven, liquidated and allowed.  Upon a class 7 member's claim
becoming an allowed claim, it will receive treatment similar to
that of a class 5 claim.  For purposes of voting on the Plan,
holders of class 7 claims will be entitled to vote as members of
class 5; each holder being entitled to a single vote, and a Claim
value of $1.00.

Class 8 - Holders of Interests in Tumbleweed or CFS will not
receive or retain any property under the Plan on account of the
Interests.  On the effective date, all of the Tumbleweed stock
Interests and CFS membership Interests will be deemed cancelled
and extinguished.

Class 9 - consists of those claims in which the holder has either
obtained payment on account thereof during the course of the
Chapter 11 cases or agreed to have its claim satisfied by third-
party insurers of the Debtor.  Members of Class 9 will not receive
or retain any property under the Plan on account of the Claims.

The Plan also contemplates lump sum distributions to holders of
allowed claims, subject to modification by agreement prior to the
effective date between the Debtors and the holder of an allowed
claim.  In the event that the holder of an unsecured claim
becomes a holder of an allowed unsecured claim after the effective
date, the holder will receive its distribution within 30 days of
the date on which the claim became an allowed unsecured claim.

Notwithstanding any provision of the Plan, the Debtors or any
disbursing agent will not be required to make distributions or
payments of fractions of dollars.  Whenever any payment of a
fraction of a dollar under the Plan would otherwise be called for,
the actual payment may reflect a rounding of the fraction to the
nearest whole dollar (up or down), with half dollars or less being
rounded down.  Further, neither the Debtors nor any disbursing
agent will be required to distribute cash to the holder of an
allowed claim in an impaired class if the aggregate amount of cash
to be distributed on account of the claim is less than $5.00.

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

Headquartered in Louisville, Kentucky, Tumbleweed, Inc. --
http://www.tumbleweedrestaurant.com/-- together with Custom Food
Solutions LLC operate a chain of restaurants.

Tubleweed and Custom Food filed separate petitions for Chapter
11 relief on March 27, 2009 (Bankr. W.D. Ky. Case No. 09-31525 and
09-31526).  Ruby D. Fenton-Iler, Esq., at Borowitz & Goldsmith,
PLC, David M. Cantor, Esq., at Seiller Waterman LLC, and Gary L.
Jones, Esq., at Jones Law Offices, represent Tumbleweed, Inc., as
counsel.  The Debtor listed between $10 million and $50 million
each in assets and debts.


TXCO RESOURCES: Court Set to Consider Sale Plan on January 19
-------------------------------------------------------------
The Hon. Ronald B. King of the U.S. Bankruptcy Court for the
Western District of Texas is set to consider the confirmation of
the Chapter 11 Plan of TXCO Resources Inc. and its debtor-
affiliates, on January 25, 2010, at 9:30 a.m. (Central Standard
Time).  Objections, if any, to confirmation of the Sale Plan and
the TXCO Drilling Plan are due on January 19, 2010.

According to the Disclosure Statement, the Debtors are putting
forth two separate plans for consideration by the holders of
Allowed Claims in connection with the payment of Allowed Claims by
the Debtors.

                           The Sale Plan

The first plan contemplates a sale of substantially all of the
assets of the Debtors to Newfield Exploration Company for $223
million.  Under the Newfield PSA there are also certain Excluded
Assets, which will remain with Reorganized TXCO and managed in
order to pay the claims of

The Debtors also have the opportunity to consider any unsolicited
Acquisition Proposals to determine if they would constitute a
Superior Proposal.  The Debtors submit that the Sale Plan
represents the best alternative for holders of all Claims.

Under the Plan, the Debtors believe that there will enough funds
to pay most Senior Mineral Lien Claimants in full.  Additionally,
the Debtors expect that the Excluded Assets under the Newfield

PSA will provide over time a significant recovery to all General
Unsecured Creditors, including the Junior Mineral Lien Claimants.
While the Sale Plan does not provide for a recovery to the holders
of Preferred Stock, the Sale Plan has a mechanism for making
distributions to the holders of Preferred Stock in the event
Reorganized TXCO's operations are able to pay all General
Unsecured Creditors in full.

                         Operational Plan

In the event the Court does not confirm the Sale Plan or Closing
does not occur, the Debtors would propose that the Court consider
confirming the alternative plan.

Under the alternative plan, the Debtors propose converting some of
the debt held by the DIP Lenders and the Term Lenders into new
equity of Reorganized TXCO.  Additionally, the Debtors would issue
new Notes to substantially all the Holders of Allowed Claims,
except for Holders of General Unsecured Claims, who will receive
either a cash distribution equal to 5% of their Allowed Claim or
2.5% of the common stock of Reorganized TXCO issued and
outstanding as of the Effective Date (subject to dilution).  The
Debtors submit that they will only seek confirmation of the
Operational Plan in the event the Court does not confirm the Sale
Plan or Closing does not occur as set forth in the Sale Plan.  The
Operational Plan preserves the Debtors' ability to confirm a plan
of reorganization prior to the Maturity Date of the DIP Loan.

The Operational Plan is premised on the Debtors continuing their
operations and satisfying the claims of creditors by consensually
converting certain claims into the equity of Reorganized TXCO,
while providing limited payments to other creditors over time to
conserve the Debtors' cash flow.  The ultimate payment of Claims
will be tied to the Debtors continuing to operate profitably into
the future.

The Sale Plan proposes that on the effective date a Creditor Trust
will be created which will hold the Secured Trust Promissory Note
and the New Common Stock of Reorganized TXCO.  The Debtors will
transfer to the Creditor Trust the Secured Trust Promissory Note
and the New Common Stock of Reorganized TXCO.  The Debtors will
also execute any and all documents granting to the Creditor Trust
a security interest in the Excluded Assets.

Operational revenue will initially represent the only other source
of funding for ongoing operations and payment of the Secured Trust
Promissory Note.

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

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

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

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

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

                       About TXCO Resources

TXCO Resources Inc. is an independent oil and natural gas
enterprise with interests in the Maverick Basin of Southwest
Texas, the Fort Trinidad area of East Texas, the onshore Gulf
Coast region and the Marfa Basin of Texas, the Midcontinent region
of Western Oklahoma and willow Gulf of Mexico waters.  The
Company's business strategy is to acquire undeveloped mineral
interests and internally develop a multi-year drilling inventory
through the use of advanced technologies, such as 3-D seismic and
horizontal drilling.  The Company accounts for its oil and natural
gas operations under the successful efforts method of accounting
and trade its common stock under the symbol "TXCOQ.pk."

The Company and its subsidiaries filed for Chapter 11 protection
on May 17, 2009 (Bankr. W.D. Tex. Case No. 09-51807).  The Debtors
hired Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at
Cox Smith Matthews Incorporated, as general restructuring counsel;
Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts
counsel; Albert S. Conly as chief restructuring officer and FTI
Consulting Inc. as financial advisor; Goldman, Sachs & Co. as
financial advisor for assets sale; Global Hunter Securities, LLC,
as financial advisors and investment bankers; and Administar
Services Group LLC as claims agent.  Gardere Wynne Sewell LLP
represents the Committee.


VALHALLA INVESTMENT: SEC Charges Advisers of Fraud, Freezes Assets
------------------------------------------------------------------
The Securities and Exchange Commission on Monday charged two
Sarasota, Fla.-based investment advisers with securities fraud for
misleading investors about the financial condition of three hedge
funds they managed, and misrepresenting that they controlled the
funds' investment and trading activities when in fact they were
being handled by Arthur G. Nadel.

The SEC alleges that Neil V. Moody and his son, Christopher D.
Moody, distributed offering materials, account statements, and
newsletters to investors that misrepresented the hedge funds'
historical investment returns and overstated their asset values by
as much as $160 million.  The Moodys based their materials on
grossly overstated performance numbers that Nadel created and
provided to them.  The Moodys failed to independently verify the
accuracy of the figures despite multiple red flags, and relied
exclusively on Nadel's inaccurate information when communicating
with investors.

The SEC charged Nadel with fraud last year and obtained an
emergency court order to freeze his assets.

"The Moodys led investors to believe that they were faithfully
managing funds invested with them," said Glenn S. Gordon,
Associate Director of the SEC's Miami Regional Office. "Instead,
they abdicated their responsibilities to investors and ignored
warning signs that should have alerted them to the fraud that was
occurring all around them."

According to the SEC's complaint, filed in federal court in Tampa,
Fla., Neil and Christopher Moody disseminated misleading materials
to investors about their hedge funds Valhalla Investment Partners
L.P., Viking IRA Fund LLC, and Viking Fund LLC from at least 2003
through December 2008.

The SEC's complaint further alleges that the Moodys misled
investors regarding their role in managing the assets of the three
hedge funds by claiming that they controlled all of the investment
and trading decisions.  In truth, under an arrangement that the
Moodys had with Nadel, he controlled nearly all of the funds'
investment and trading activities with no meaningful supervision
or oversight by the Moodys.

In its complaint against the Moodys, the SEC seeks permanent
injunctions, financial penalties, and disgorgement of illegal
gains.  Without admitting or denying the SEC's allegations, the
Moodys have consented to permanent injunctions against future
securities fraud violations.  The Moodys also consented to the
entry of a Commission order that will bar them for five years from
associating with any investment adviser.


VAN HUNTER: Sec. 341 Creditors Meeting Set for Feb. 5
-----------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of Van Hunter
Development, Ltd's creditors on February 5, 2010, at 1:30 p.m. at
2000 E. Spring Creek Parkway, Plano, TX 75074.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Dallas, Texas-based Van Hunter Development, Ltd, filed for Chapter
11 bankruptcy protection on January 4, 2010 (Bankr. E.D. Texas
Case No. 10-40052).  Larry A. Levick, Esq., at Singer & Levick,
P.C., 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.


WALTER DIAL: Files List of 20 Largest Unsecured Creditors
---------------------------------------------------------
Walter David Dial, III, and Lorina Jewelene Dial have filed with
the U.S. Bankruptcy Court for the Western District of Arkansas a
list of its 20 largest unsecured creditors.

A full-text copy of the Debtor's list of creditors is available
for free at http://bankrupt.com/misc/arwb10-70009.pdf


Rogers, Arkansas-based Walter David Dial, III, and Lorina Jewelene
Dial filed for Chapter 11 bankruptcy protection on January 4, 2010
(Bankr. W.D. Ark. Case No. 10-70009).  David G. Nixon, Esq., at
the Nixon Law Firm, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in liabilities.


WALTER DAVID DIAL: Sec. 341 Creditors Meeting Set for Feb. 9
------------------------------------------------------------
The U.S. Trustee for Region 13 will convene a meeting of Walter
David Dial lll's creditors on February 9, 2010, at 2:15 p.m. at
U.S. Federal Building, 35 E. Mountain St., 4th Floor, Room 416,
Fayetteville, AR 72701.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Rogers, Arkansas-based Walter David Dial, III, and Lorina Jewelene
Dial filed for Chapter 11 bankruptcy protection on January 4, 2010
(Bankr. W.D. Ark. Case No. 10-70009).  David G. Nixon, Esq., at
the Nixon Law Firm, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in liabilities.


WALTER DAVID DIAL: Taps Nixon Law Firm as Bankruptcy Counsel
------------------------------------------------------------
Walter David Dial III and Lorina Jewelene Dial has sought
permission from the U.S. Bankruptcy Court for the Western District
of Arkansas to employ The Nixon Law Firm at bankruptcy counsel.

Nixon Law will, among other things:

     a. prepare records and reports as required by the Bankruptcy
        Rules, Interim Bankruptcy Rules and the Local Bankruptcy
        Rules;

     b. prepare applications, motions, and proposed orders to be
        submitted to the Court;

     c. identify and prosecute claims and causes of action
        assertable by the Debtor; and

     d. examine proofs of claim previously filed and to be filed
        herein and the possible prosecution of objections to
        certain of claims;

Nixon Law will be paid $275 per hour for its services.

David G. Nixon, a member of Nixon Law, assures the Court that
Hodges Doughty is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Rogers, Arkansas-based Walter David Dial, III, and Lorina Jewelene
Dial filed for Chapter 11 bankruptcy protection on January 4, 2010
(Bankr. W.D. Ark. Case No. 10-70009).  The Company listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in liabilities.


WASHINGTON MUTUAL: Deal Approved for BNY's $4.1 Bil. Claims
-----------------------------------------------------------
Washington Mutual Inc. and The Bank of New York Mellon Trust
Company, N.A., as successor indenture trustee under the Senior
Debt Securities Indenture, dated as of August 19, 1999, as
supplemented, obtained approval from the Court for their
stipulation, which provides for the resolution of BNY Mellon's
claims arising from the Notes issued pursuant to the Indenture.

BNY Mellon's Original Claims under the Indenture relate to:

                                       Claimed      Claimed
Notes Issuance  Maturity Date         Principal     Interest
--------------  -------------        ------------   ----------
  4.0% Notes    January 15, 2009     $805,172,000   $6,351,912
  4.2% Notes    January 15, 2010     $504,419,000   $4,178,270
  5.5% Notes    August 24, 2011      $361,390,000   $1,766,795
  5.0% Notes    March 22, 2012       $375,700,000     $208,722
  5.25% Notes   September 15, 2017   $730,240,000   $1,171,426
Floating Rate   August 24, 2009      $358,645,000     $970,042
Floating Rate   January 15, 2010     $175,500,000   $1,099,877
Floating Rate   March 22, 2012       $363,350,000     $141,454
Floating Rate   September 17, 2012   $446,815,000     $359,267

In addition to the Notes Claims, BNY Mellon asserted claims:

  (i) as indenture trustee pursuant to an indenture, dated
      May 1, 1999, as supplemented, with Washington Mutual Bank,
      as successor to Providian Financial Corporation, with
      respect to 2.75% Convertible Cash to Accreting Senior
      Notes due March 15, 2016 for certain amounts due and owing
      pursuant to the Providian Indenture;

(ii) as Property Trustee under an Amended and Restated
      Declaration of Trust, dated April 30, 2001, with respect
      to the 5.375% Junior Subordinated Deferrable Interest
      Debentures due 2041; and

(iii) for the continuing accrual of interest and various other
      unliquidated amounts due and owing under the Indenture.

Upon review and analysis of BNY Mellon's Claims, the Debtors
noted that the claims should be allowed in different amounts.

As a result of parties' discussions to resolve the discrepancy,
the Debtors and BNY Mellon agreed to reduce the Claims to a total
of $4,132,421,619, in these individual amounts:

                                         Allowed
   Notes       Maturity      Allowed     Accrued     Allowed
  Issuance       Date       Principal   Interest   Total Amount
------------   --------  ------------  ----------  ------------
4.0% Notes     01/15/09  $804,984,292  $6,351,912  $811,336,205
4.2% Notes     01/15/10  $504,220,132  $4,178,270  $508,398,402
5.5% Notes     08/24/11  $361,181,452  $1,766,795  $362,948,248
5.0% Notes     03/22/12  $374,791,867    $208,722  $375,000,590
5.25% Notes    09/15/17  $726,744,896  $1,171,426  $727,916,323
Floating Rate  08/24/09  $358,645,000    $911,252  $359,556,252
Floating Rate  01/15/10  $175,500,000  $1,099,878  $176,599,878
Floating Rate  03/22/12  $363,350,000    $141,454  $363,491,454
Floating Rate  09/17/12  $446,815,000    $359,267  $447,174,267

Pursuant to the Stipulation, BNY Mellon will file a proof of
claim against WaMu, which will be deemed to relate back to the
Indenture Trustee Claim and therefore, be timely and properly
filed.  The Claim will also be limited in scope and amount to the
assertion of the (i) Providian Notes Claim, (ii) Junior
Subordinated Debentures Claim, and (iii) Unliquidated Claims,
which consequently, will be deemed severed from the Indenture
Trustee Claim.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Proposes Old Republic & Zurich Pacts
-------------------------------------------------------
Washington Mutual Inc. and its units ask the Court to approve
separate settlements dated December 23, 2009, they entered into
with:

  (1) Old Republic Insurance Company and JPMorgan Chase Bank,
      N.A., pursuant to which JPMorgan will assume all
      liabilities and obligations of the Debtors and their non-
      debtor affiliates to Old Republic under the Old Republic
      Insurance Agreements; and

  (2) Zurich American Insurance Company and JPMorgan, pursuant
      to which JPMorgan will assume all liabilities and
      obligations of the Debtors and their non-debtor affiliates
      to Zurich under the Zurich Insurance Agreements.

Old Republic provided workers' compensation and employers'
liability, commercial general liability and business automobile
liability insurance to WaMu and its affiliates, including
Washington Mutual Bank.  Pursuant to the Program Agreement, dated
March 1, 2006, any and all amounts WaMu is required to pay under
the Old Republic Policies, including losses, premiums and
indemnification expenses, are joint and several obligations of
WMI and its affiliates.

Zurich also provided workers' compensation and employers'
liability, commercial general liability, and business automobile
liability insurance to WaMu and WMB, through various policies of
insurance for certain periods.  WaMu and Zurich entered into a
Deductible Agreement and a Deducible and Paid Loss Retrospective
Rating Agreement, each dated as of March 1, 2003, describing the
scope, terms and structure of the deductible program and the
obligations of WaMu and Zurich.  To secure its obligations to
Zurich under the Zurich Insurance Agreements, WaMu, as account
party, provided Zurich with a clean irrevocable evergreen letter
of credit in the amount of $18,000,000, as issued by JPMorgan.

The vast majority of the employees covered by the Old Republic
and Zurich Insurance Agreements were employees of WMB and its
subsidiaries, substantially all of whom transferred employment to
JPMorgan on September 25, 2008.

In view of the transition of employment, the Debtors have
entered, separately, into the Old Republic and Zurich Settlement
Agreements, pursuant to which JPMorgan has agreed to assume all
of the liabilities and obligations of WaMu and its affiliates to
Old Republic and Zurich under the Insurance Agreements, including
those not directly related to WMB, in exchange for the Debtors'
agreement to assign and transfer all of their rights, title and
interest with respect to the Policies to JPMorgan.

Consequently, JPMorgan will assume liability for approximately
$46,000 in unpaid premiums owed to Old Republic and will assume
the Debtors' rights, title and interest in approximately $183,000
in return premiums, which were paid by WMB.  JPMorgan will also
assume liability of approximately $138,000 in unpaid premiums
owed to Zurich.

According to Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, the Settlement Agreements will
extinguish the obligations and liabilities of the Debtors and
their non-debtor affiliates to Old Republic and Zurich, and
cancel the existing Old Republic and Zurich Letters of Credit.

Without approval of the Settlement Agreements, the Debtors will
remain jointly and severally liable for all amounts due pursuant
to the Old Republic Program Agreement and all obligations under
the Zurich Deductible Agreements, Mr. Collins notes.  The Debtors
could continue to be liable for those amounts, even though WMB
historically paid all premiums due under the Old Republic and the
Zurich Insurance Agreements and the vast majority of the
employees covered by the Policies have transferred their
employment to JPMorgan, he points out.

Mr. Collins avers that the Settlement Agreements will reduce the
Debtors' outstanding obligations and liabilities and protect the
Debtors' assets.  In addition, Old Republic, Zurich and JPMorgan
have agreed to withdraw or amend, with prejudice, the proofs of
claim they filed against the Debtors, which will ultimately inure
to the benefit of the Debtors' estates, Mr. Collins told Judge
Walrath.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Stipulation With Law Debenture Approved
----------------------------------------------------------
Washington Mutual Inc. has received approval from the Bankruptcy
Court for a stipulation with Law Debenture Trust Company of New
York.

Law Debenture Trust Company of New York is successor indenture
trustee under that certain indenture, dated as of April 4, 2000,
as supplemented between the Debtors and The Bank of New York, as
successor to Harris Trust and Savings Bank.

In March 2009, Law Debenture, on behalf of itself and other
holders of debt issued by the Debtors pursuant to the Indenture,
filed Claim No. 2479 against the Debtors, asserting a total of
$1,624,272,000 in principal amount and $47,731,331 in interest as
due and owing pursuant to the Indenture as of Petition Date:

                                       Claimed      Claimed
Notes Issuance   Maturity Date        Principal     Interest
--------------   -------------      ------------  -----------
8.250% Notes    April 1, 2010      $452,160,000  $18,237,120
4.625% Notes    April 1, 2014      $731,652,000  $16,543,464
7.250% Notes    November 1, 2017   $440,460,000  $12,950,747

Law Debenture also asserted claims for the continuing accrual of
interest and various other unliquidated amounts due and owing
under the Indenture.

As part of the Debtors' ongoing claims reconciliation process,
the Debtors reviewed and analyzed the Indenture Trustee Claim.
Thereafter, the Debtors determined that the Notes Claims, after
accounting for the original issue discount, should be allowed in
amounts that are different from the amounts that were asserted in
the Indenture Trustee Claim.

To resolve the discrepancy, the Debtors and Law Debenture have
agreed on these corrected amounts owed with respect to the Notes
Claims, pursuant to a stipulation:

                                         Allowed
  Notes       Maturity      Allowed      Accrued       Allowed
Issuance       Date       Principal     Interest   Total Amount
------------  ----------  ------------  -----------  ------------
8.250% Notes  04/01/2010  $452,160,000  $18,237,120  $470,004,030
4.625% Notes  04/01/2014  $731,652,000  $16,543,464  $745,636,697
7.250% Notes  11/01/2017  $440,460,000  $12,950,747  $450,824,242

Law Debenture will be deemed to have filed an additional proof of
claim against WaMu on account of the Unliquidated Claims, which
will be (i) deemed timely and properly filed, and (ii) limited in
scope and amount to the assertion of the Unliquidated Claims.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WEISMAN ENTERPRISES: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Weisman Enterprises, Inc.
          dba Bays Inn
        3530 BISCAYNE BLVD
        Miami, FL 33137

Bankruptcy Case No.: 10-10401

Chapter 11 Petition Date: January 8, 2010

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Robert C. Meyer, Esq.
                  2223 Coral Way
                  Miami, FL 33145
                  Tel: (305) 285-8838
                  Fax: (305) 285-8919
                  Email: meyerrobertc@cs.com

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

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

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

            http://bankrupt.com/misc/flsb10-10401.pdf

The petition was signed by Michael Diaz, vice president of the
Company.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
January 27-29, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     Distressed Investing Conference, Bellagio, Las Vegas
        Contact: http://www.turnaround.org/

Feb. 21-23, 2010
  INSOL
     International Annual Regional Conference
        Madinat Jumeirah, Dubai, UAE
           Contact: 44-0-20-7929-6679 or http://www.insol.org/

April 20-22, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     Sheraton New York Hotel and Towers, New York, NY
        Contact: http://www.turnaround.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

October 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/



The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: December 6, 2009



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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.

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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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