TCR_Public/100115.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, January 15, 2010, Vol. 14, No. 14

                            Headlines


AMBAC FINANCIAL: AAC Has $1.2-Bil. Exposure to Nevada Monorail
ACCREDITED HOME: Committee Wants to Sue Lone Star
AMERICAN WENSHEN: Auditor Raises Going Concern Doubt
AMERICAN GREETINGS: Moody's Upgrades Corp. Family Rating to 'Ba2'
ANDREW BARROLL: Case Summary & 19 Largest Unsecured Creditors

ANTERO RESOURCES: Moody's Assigns 'Caa1' Rating on $150 Mil. Notes
ARKANSAS BEST: Moody's Withdraws All Ratings for Business Reasons
AVENTINE RENEWABLE: Gets Approval to Send Plan for Votes
AVISTAR COMMS: James Zeigon Steps Down as Board Member
BARZEL INDUSTRIES: Court Sets February 25 as Claims Bar Date

BARZEL INDUSTRIES: Wants Plan Period Extended Until April 13
BLACK CROW MEDIA: Files for Chapter 11 Bankruptcy in Florida
BLAST ENERGY: 5th Cir. Says Confirmation Appeal Not Moot
BOECKLE PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
BOOMERANG SYSTEMS: Recurring Losses Prompt Going Concern Doubt

BROOKFIELD PROPERTIES: S&P Assigns 'BB+' Global Scale Rating
CANWEST GLOBAL: Initiates Sale Process for Units
CANWEST GLOBAL: Has "Stronger Financial Results" for Nov. Quarter
CENTER 130 LLC: Case Summary & 4 Largest Unsecured Creditors
CHEMTURA CORP: Jon Eric Jacks Joins Equity Committee

CHEMTURA CORP: Proposes Claims Settlement Protocol
CHEMTURA CORP: SK Capital-Led Auction for PVC Biz on Feb. 22
CITADEL BROADCASTING: U.S. Trustee Appoints Creditors Committee
CITADEL BROADCASTING: Applies for OK for Kirkland as Lead Counsel
CITADEL BROADCASTING: Seeks Nod for $200,000 in Bonus Payments

COLONIAL BANCGROUP: FDIC Wants Hearing on Cash Dispute Pushed Back
COLUMBIAN CO: Committee Gives OK on Reorganization Plan
CRABTREE & EVELYN: Court Confirms Plan of Reorganization
DECODE GENETICS: US Fights Asset Sale Due to Security Risks
DELPHI FINANCIAL: Fitch Downgrades Ratings on Junior Notes to 'BB'

DUNKIN'S DIAMONDS: Creditors Benefit From Professional Fee Cuts
DUNKIN'S DIAMONDS: Financial Advisor Agrees to Cut Fees by 10%
DUNKIN'S DIAMONDS: Judge Paskay Trims N.Y. Counsel's Fees
EXTENDED STAY: Paulson, Centerbridge Pledge $400MM Investment
FIRST PHYSICIANS: September 30 Balance Sheet Upside-Down by $9 MM

FLEETWOOD ENTERPRISES: Plan Exclusivity Extended to April 5
FOOTHILLS TEXAS: Wants to Extend DIP Credit Pact with Regiment
FOUNTAIN VILLAGE: Asks for Court OK to Extend Cash Collateral Use
GARY DERUSSO: Voluntary Chapter 11 Case Summary
GENCORP INC: Scott Neish Steps Down as Interim Pres. & CEO

GENERAL GROWTH: 132 Entities Exit Chapter 11
GENERAL GROWTH: Proposes Claims Settlement Procedures
GENERAL GROWTH: West Kendall Has Settlement With Downrite
GENERAL MOTORS: Isuzu May End Engine-Making Venture
GENERAL MOTORS: New GM Names 2 for Public Policy Posts

GENERAL MOTORS: New GM to Pay $10.3 Bil. to VEBA Trust
GENERAL MOTORS: New GM to Restore 1,000 Jobs in Oshawa, Canada
GENERAL MOTORS: To Participate in Arbitration With Dealers
GLEN ROSE: Receives NASDAQ Bid Price Rule Delisting Notice
GSI GROUP: Court Sets Plan Confirmation Hearing on February 26

HALCYON HOLDING: Lions Gate Bids $15 Mil. for Terminator Rights
HEIDTMAN MINING: Amends List of 20 Largest Unsecured Creditors
HEXION SPECIALTY: Moody's Assigns 'B3' Rating on $700 Mil. Notes
HOLLEY PERFORMANCE: Gets Court OK to Extend Cash Collateral Use
HORIZON FINANCIAL: May File for Chapter 7 Liquidation

HOOVER MALL HOLDING: May File for Chapter 11
IMPERIAL CAPITAL: Has Until Jan. 21 to File Schedules & Statement
IMPLANT SCIENCES: Renegotiates DMRJ Credit Agreements
INDEPENDENT BANKERS' BANK: New Bank Takes Over Assets
INTERNATIONAL ALUMINUM: Plan Outline Hearing on February 17

JAMES RANDAL STEVENSON: Voluntary Chapter 11 Case Summary
JARDEN CORP: S&P Raises Corporate Credit Rating to 'BB-'
JOHNSON BROADCASTING: Still Not Ready for Plan Voting
JOSEPH GILCHRIST: Taps John E. Venn as Bankruptcy Counsel
KENDALL BROOK: Sec. 341 Creditors Meeting Set for Feb. 11

LAMAR ARBORS: Wants to Employ Pronske & Patel as Bankr. Counsel
LATHAM INT'L: Projects Negative Cash Flow to March
LAS VEGAS MONORAIL: Files for Chapter 11 Bankruptcy
LAS VEGAS MONORAIL: Ambac Wants Chapter 11 Case Dismissed
LENTEK INTERNATIONAL: 11th Cir. Affirms Malpractice Suit Dismissal

LIVERMERCIAL AVIATION: Voluntary Chapter 11 Case Summary
LNR PROPERTY: Taps Lazard, Dewey on $1-Bil. Debt Restructuring
LOWER BUCKS HOSPITAL: Case Summary & 30 Largest Unsec. Creditors
LUNA INNOVATIONS: Wins Ch. 11 OK After Settlement With Hansen
LUNA INNOVATIONS: Largest Investor Exchanges Debt for Equity

LYONDELL CHEMICAL: Court Expunges $626M in Claims
MAMMOTH HENDERSON: Taps Corcovelos Law as Gen. Bankruptcy Counsel
MARIBELLAX GROUP: Voluntary Chapter 11 Case Summary
MERCER INTERNATIONAL: Zellstoff Stendal Gets Loan Facility Waiver
MESA AIR: Seeks Approval for Pachulski as Bankruptcy Attorneys

MESA AIR: Seeks Court OK for Imperial as Financial Advisor
MESA AIR: Wants to Continue LOC & Surety Bond Programs
MICHAEL DAY: Court Approves Asset Sale to Radici Group
NAILITE INTERNATIONAL: Court Confirms Plan of Liquidation
NATIONAL CENTURY: Ayers' Confiscated House Fetches $800,000

NATIONAL CENTURY: UAT Files Report for September Quarter
NATIONAL CENTURY: VI/XII TRUST Files Report for September Quarter
NEENAH FOUNDRY: S&P Downgrades Corporate Credit Rating to 'D'
NEW BERN: Wants Access to Wachovia Bank's Cash Collateral
NEW ENERGY: Completes Shenzhen NewPower Acquisition Deal

NIKISKI PARTNERS: Court Dismisses Chapter 11 Case
NORTHWEST AIRLINES: Moody's Withdraws 'B2' Corporate Family Rating
OMAR YEHIA SPAHI: Amends List of Largest Unsecured Creditors
PATRICK GISLER: Case Summary & 20 Largest Unsecured Creditors
PECANS OF QUEEN: U.S. Trustee Unable to Form Creditors Committee

PRM REALTY: Sec. 341 Creditors Meeting Set for Feb. 9
PRO-DEX INC: Receives NASDAQ Notice of Non-compliance
PROSPECT HOMES: Banks to Foreclose Building Lots
RECKSON OPERATING: Moody's Affirms Senior Debt Ratings at 'Ba2'
REFCO INC: Ex-Mayer Brown Collins Gets 7-Year Prison Sentence

RICCO INC: Sec. 341 Creditors Meeting Set for Feb. 26
SIX FLAGS: Expects to Return to Profitability in 2011
SIX FLAGS: Noteholder Trading Disclosure Not Required
SKI MARKETS: Agrees to Honor 50% of Unused Gift Cards
SMURFIT-STONE: Aurelius, Columbus Hill Seek Chapter 7 for Unit

SOLAR ENERTECH: Auditors Raise Going Concern Doubt
SOUTH FINANCIAL: Fitch Downgrades Issuer Default Rating to 'B-'
SPANSION INC: Gets Nod for Proposal Letter With BOA
SPANSION INC: Parties Object to Delay in Chapter 11 Cases
SPANSION INC: Tessera Wants Info on Ball Grid Array Sales

SPANSION INC: ChipMOS Sells Claim to Citigroup
STOCK BUILDING: To Auction Forest Lake Property on January 27
T A WELLHEAD LLC: Voluntary Chapter 11 Case Summary
TEEKAY CORPORATION: Moody's Affirms Corp. Family Rating at 'Ba3'
TEEKAY CORP: S&P Assigns 'BB' Rating on $300 Mil. Senior Notes

TH PROPERTIES: To File Reorganization Plan by February
TOUSA INC: Directors Want Creditor Suit in District Court
TRI STAR: Levanowicz Offers to Buy Assets for $1.7 Million
TRIBUNE CO: Wilmington Trust Seeks Appointment of Examiner
TRIBUNE CO: May Exit in First Half of 2010, Chairman Zell Says

TROPICANA ENTERTAINMENT: LV Entity Names Entertainment VP
TROPICANA ENTERTAINMENT: Simulcast Facility Shutdown Gets Nod
TROPICANA ENTERTAINMENT: TEI Gets Board Nod, May Emerge Jan. 27
THIELE MANUFACTURING: Case to Be Converted to Chapter 7
UPCB FINANCE: Moody's Assigns 'Ba3' Rating on EUR500 Mil. Notes

XM SATELLITE: Pays $10 Senior Secured Convertible Notes

* Consumer Credit Shrinks Record $17.5-Bil. in November
* General Motors, CIT Grou Lead Billion-Dollar Filers in 2009
* RealyTrac(R) Report Shows Record Foreclosure Filings in 2009

* SMR Sees Highly Elevated Commercial Mortgage Defaults in 2010
* U.S. Probing 15 FHA Lenders on Failed Home Loans
* Wilbur Ross Predicts Auto Industry Renaissance

* Bell Nunnally Nabs Warner Stevens Bankruptcy Partner
* Bing Chen Joins Houlihan Lokey as a Managing Director in HK
* Chadbourne & Parke Partner Has Role in Damages Guide Development

* BOOK REVIEW: Taking America - How We Got from the First Hostile


                            *********

AMBAC FINANCIAL: AAC Has $1.2-Bil. Exposure to Nevada Monorail
--------------------------------------------------------------
Ambac Assurance Corp. may be poorer by $1.2 billion because of the
bankruptcy filing by Las Vegas Monorail Co., which owns and
manages the Las Vegas Monorail.

LVMC financed its acquisition and improvement of the Monorail with
the proceeds of tax-exempt governmental bonds issued by State of
Nevada Department of Business and Industry: (a) the $451,448,217
original principal amount 1st Tier Series 2000; (b) the
$149,200,000 original principal amount 2nd Tier Series 2000; and
(c) the $48,500,000 original principal amount 3rd Tier Series
2000.  The Bonds constituted the largest issue of tax-exempt Bonds
in the history of the State of Nevada.

Ambac says its interest in the Chapter 11 Case arises, in part,
under three arrangements related to the 1st Tier Bonds.  First,
Ambac has insured the payment of scheduled amounts of principal
and interest on the 1st Tier Bonds pursuant to its Municipal Bond
Insurance Policy Number 17548BE, dated September 20, 2000. Second,
Ambac has guaranteed payments from the Debt Service Reserve Fund
for the 1st Tier Bonds in an amount not to exceed $20,991,807.50
under Surety Bond No. SB1080BE it issued to the Trustee.  Third,
Ambac owns $8.5 million in principal amount of 1st Tier Bonds

As of January 13, 2009, Ambac has made payments under its Policy
or Surety in the aggregate amount of $20,532,771 due to LVMC's
failure to pay required installments of interest on the 1st Tier
Bonds as and when due under the Financing Agreement and the Senior
Indenture.  If LVMC never makes another payment on the 1st Tier
Bonds, then Ambac estimates that its total exposure under the
Policy and Surety will be approximately $1,163,435,771. That
amount includes principal and interest exposure claims already
paid.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provide financial guarantees and
financial services to clients in both the public and private
sectors around the world.  Ambac Financial Group, Inc. common
stock is listed on the New York Stock Exchange (ticker symbol
ABK).  Ambac's principal operating subsidiary is Ambac Assurance
Corporation, a guarantor of public finance and structured finance
obligations.

Ambac Assurance has earned a Caa2 rating from Moody's Investors
Service, Inc. with a developing outlook and a CC rating from
Standard & Poor's Ratings Services with a developing outlook.
Moody's Investors Service at the end of July 2009 downgraded to
Caa2 from Ba3 the insurance financial strength ratings of Ambac
Assurance Corporation and Ambac Assurance UK Limited.  The rating
action was prompted by Ambac's announced large loss reserve
increase and credit impairment charge estimated for 2Q 2009.


ACCREDITED HOME: Committee Wants to Sue Lone Star
-------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Official
Committee of Unsecured Creditors formed in Accredited Home Lenders
Holding Co.'s Chapter 11 cases is seeking authority from the
Bankruptcy Court to sue controlling shareholder Lone Star Funds
along with current and former officers and directors.  A hearing
on the request is scheduled for January 27.

The Creditors Committee, according to the report, said a proposal
to settle claims against Lone Star will result in an "insufficient
recovery."  Accredited Home earlier said in a court filing that it
received an offer from Lone Star Funds to pay a "significant sum
of money" for a release of claims.

Accredited Home previously said, in its request for an extension
of its exclusive plan proposal periods, that it has prepared a
draft of a plan and explanatory disclosure statement which is
under discussion with the creditors' committee.  The Committee,
however, is saying that Accredited Home's proposal for a
liquidating Chapter 11 plan "was not acceptable."

Lone Star was sued in December by the indenture trustee for the
junior subordinated noteholders who contends the owner made
fraudulent misrepresentations in connection with the $300 million
acquisition of Accredited Home in 2007.

                       About Accredited Home

Accredited Home Lenders Holding Co. -- http://www.accredhome.com/
-- is a mortgage banker servicing U.S. markets for conforming and
non-prime residential mortgage loans operating throughout the U.S.
and in Canada.  Founded in 1990, the company is headquartered in
San Diego.  The Company was acquired by Lone Star Funds for $300
million in October 2007.  Lone Star also owns Bruno's Supermarkets
LLC and Bi-Lo LLC, two grocery retailers in Chapter 11.

Accredited Home and its affiliates filed for Chapter 11 on May 1,
2009 (Bankr. D. Del. Lead Case No. 09-11516).  Gregory G. Hesse,
Esq., Lynnette R. Warman, Esq., and Jesse T. Moore, Esq., at
Hunton & William LLP, represent the Debtors as counsel.  Laura
Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, serve as Delaware
counsel.  Kurtzman Carson Consultants is the Debtors' claims
agent.  Andrew I Silfen, Esq., Schuyler G. Carroll, Esq., Robert
M. Hirsch, Esq., at Arent Fox LLP in New York, and Jeffrey N.
Rothleder, Esq., at Arent Fox LLP in Washington, DC, represent the
official committee of unsecured creditors as co-counsel.  Neil R.
Lapinski, Esq., and Shelley A. Kinsella, Esq., at Elliott
Greenleaf, represent the Committee as Delaware and conflicts
counsel.

According to its bankruptcy petition, Accredited Home's assets
range from $10 million to $50 million and its debts from
$100 million to $500 million.


AMERICAN WENSHEN: Auditor Raises Going Concern Doubt
----------------------------------------------------
Kabani & Company, Inc.'s audit report of American Wenshen Steel
Group, Inc. and subsidiaries' consolidated financial statements as
of and for the years ended September 30, 2009, and 2008, contained
an explanatory paragraph which states that the Company's
significant operating losses and insufficient capital raise
substantial doubt about its ability to continue as a going
concern.

The Company reported a net loss of $1,673,447 on net sales of
$264,924 for the year ended September 30, 2009, and a net loss of
$3,476,522 on net sales of $2,253,816 for the year ended
September 30, 2008.

The Company discloses that as a result of the global recession,
construction activities in China have diminished, and so demand
for the Company's products waned.  In addition the Company says it
has negative working capital, which prevents it from financing
large orders for its products.  As a result, during the year ended
September 30, 2009, the Company realized only $264,924 in revenue,
an 88% reduction from the prior fiscal year.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $1,445,574 in total assets and $1,467,126 in total current
liabilities, resulting in a $21,552 shareholders' deficit.

A full-text copy of the Company's annual report is available at no
charge at http://researcharchives.com/t/s?4d68

                      About American Wenshen

Headquartered in New York, N.Y., American Wenshen Steel Group,
Inc., through its wholly-owned subsidiary, Chaoyang Liaogang
Special Steel Co., Ltd., is engaged in the business of
manufacturing special steel in the People's Republic of China
("PRC").  On July 30, 2007, the Company acquired all of the equity
in Chaoyang Liaogang, which was organized in 2004 as a joint stock
limited company under the laws of the PRC.  Its offices and
manufacturing facilities are located in the City of Chaoyang,
which is in the Liaoning Province in northeast China.


AMERICAN GREETINGS: Moody's Upgrades Corp. Family Rating to 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service upgraded American Greetings Corp's
ratings, including its corporate family and probability of default
ratings to Ba2 from Ba3, and raised the senior secured debt
instrument rating to Baa3 (LGD2, 23%) and senior unsecured notes
rating to Ba3 (LGD5, 77%) given the meaningful operational
improvements AM has undergone during the past year as well as the
consequent improvement in the company's credit metrics, including
a return to strong cash flow generation.  Leverage is expected to
be under 3 times debt-to-EBITDA in 2011 and cash flow generation
above 20% FCF/debt.  Moody's also affirmed the company's SGL2
liquidity rating based on expectations that the company will
maintain good liquidity over the next four quarters due to strong
cash flow generation (despite seasonality), good availability
under its revolving credit facility, and generous cushion under
its financial maintenance covenants.

In Moody's view, AM's operating performance is enhanced by the
sale of its retail operations which were not profitable and
increased leverage through sizable lease obligations.  While AM
will retain a contingent liability, the change will improve the
company's profit margin and free cash flow generation.  In
addition, the company should benefit from the acquirer's greater
focus on retail sales and the ongoing distribution opportunity for
AM's products.  The company also executed a restructuring program
last year which reduced head count and improved productivity.
Further operational improvements are expected given other key
transactions including the acquisition of the wholesale division
of Schurman Fine Papers/Papyrus and the strategic alliance with
Amscan, Inc.  Free cash flow which was strong in the past and
deteriorated precipitously in late 2008 and early 2009 is expected
to return to its historic norm.  Even so, Moody's anticipates
distributions to shareholders from dividends and share repurchases
are likely to increase as well as a result.

Moody's stable outlook reflects the mature but relatively
consistent greeting card sector performance expected together with
AM's sizable market position as one of the 2 dominant operators
(including Hallmark).

Ratings Upgraded:

* Corporate family rating to Ba2 from Ba3;

* Probability-of-default rating to Ba2 from Ba3;

* Senior unsecured notes due 2016 to Ba3 (LGD5, 77%) from B1
  (LGD5, 75%)

* Senior secured revolving credit facility due 2011 to Baa3 (LGD2,
  23%) from Ba1 (LGD2, 22%)

* Senior secured term loan facility due 2013 to Baa3 (LGD2, 23%)
  from Ba1 (LGD2, 22%)

Rating Affirmed:

* SGL2 Speculative Grade Liquidity Rating

The rating outlook is stable.

Moody's last rating action was on April 1, 2009 when Moody's
downgraded the CFR to Ba3 from Ba2.

With principal executive offices in Cleveland, Ohio, American
Greetings Corporation is a leading developer, manufacturer and
distributor of greeting cards and social expression products.
Sales were approximately $1.6 billion for the twelve months ended
November 27, 2009.


ANDREW BARROLL: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Andrew Barroll
        Unit 4, 849 Tucker Road
        North Dartmouth, MA 02747

Bankruptcy Case No.: 10-10209

Chapter 11 Petition Date: January 11, 2010

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Frank J. Bailey

Debtor's Counsel: Timothy M. Mauser, Esq.
                  Law Office of Timothy Mauser, Esq.
                  Suite 240, One Center Plaza
                  Boston, MA 02114
                  Tel: (617) 338-9080
                  Fax: (617) 275-8990
                  Email: tmauser@mauserlaw.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 $1,077,614,
and total debts of $1,825,028.

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

            http://bankrupt.com/misc/mab10-10209.pdf

The petition was signed by Mr. Barroll.


ANTERO RESOURCES: Moody's Assigns 'Caa1' Rating on $150 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Caa1 to Antero Resources
LLC's proposed $150 million senior unsecured note add-on offering.
Moody's also affirmed its B3 Corporate Family Rating and existing
Caa1 $375 million senior unsecured notes due 2017.  Proceeds from
the add-on note offering will be used to reduce outstandings on
the company's revolving credit facility.  The outlook is stable.

"This bond offering refinances outstanding bank revolver
borrowings and provides additional cash to fund planned capital
expenditures," commented Francis J.  Messina, Moody's Vice-
President/Senior Analyst.

Antero's B3 CFR rating reflects the company's relatively small
size and scale of production; high portion of proven undeveloped
reserves; substantial future development cost of the PUD reserves;
and, early stage of business formation.  Antero's ratings are
supported by seasoned management, positive production trends, a
high quality asset base, geologic diversification and operating
risk diversification across multiple regions, and a good
historical three-year F&D cost structure.

While growing production, Antero's year end 2009 average daily
production was projected at 17 thousand barrels of oil equivalent
(boe), which is less than all but one of the B3 E&P companies
Moody's rates.  The company's smaller scale and relative
concentration indicates a higher level of risk as it executes on
its growth strategy and solidifies its rating through the
drillbit.  Additionally, with a 64% PUD total at year-end 2008 and
an estimated 60% PUD total at year-end 2009, Moody's anticipates
Antero will incur substantial future development costs.

Antero has had a successful track record for replacing production
through the drillbit, with an estimated 137% compounded annual
growth rate from 2006 projected through 2009.  Because Antero's
growth is primarily organic or through the drillbit, three-year
all sources reserve replacement costs closely mirror the drillbit
replacement costs, both of which are lower than its B3-rated E&P
peers.  The relatively low three-year drillbit costs of almost
$12.67/boe at year-end 2008 (one-year drillbit of $11.84/boe)
underlines Antero's solid organic reserve replacement trend and
also reflects management's strong operational expertise.  However,
with an estimated 60% proved undeveloped reserves Moody's
anticipate substantial future development costs on an already
leveraged position.

Antero has adequate liquidity entering 2010.  At November 30, 2009
Antero had approximately $260 million of undrawn borrowing
capacity under its $400 million senior secured revolving credit
facility which matures March 15, 2012.  The proposed $125 million
add-on to the $375 million previous senior unsecured note offering
will be used to further reduce outstanding borrowings under the
revolving facility.

The stable outlook is based on an expectation that Antero
restrains its capital expenditures to levels largely in line with
its operating cash flows while achieving its production growth
targets.  The outlook could be changed to negative if spending
were to materially exceed operating cash flow.  The outlook could
also be pressured or the ratings downgraded if the company were to
significantly increase debt through further property acquisitions
and/or outspending its operating cash flows and raise leverage on
PD reserves materially above its current range.

The ratings for the senior unsecured notes reflect both the
overall probability of default of the company, to which Moody's
assigns a PDR of B3, and a loss given default of LGD 5, 72%.  The
LGD point estimate for the existing senior unsecured notes was
changed to LGD 5, 72% from LGD 5, 79%.  The Caa1 rating of the
senior unsecured notes reflects their position in Antero's capital
structure, including the subordination to all first lien senior
secured creditors and full guarantees of existing and future
subsidiaries.

The last rating action was on November 10, 2009, when Moody's
assigned the B3 CFR and Caa1 on the senior unsecured notes.

Antero Resources LLC is an independent exploration and production
company headquartered in Denver, Colorado.


ARKANSAS BEST: Moody's Withdraws All Ratings for Business Reasons
-----------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Arkansas
Best Corporation for business reasons.  This follows the
termination of its senior credit facility on December 30, 2009.

These ratings were impacted by the action:

Outlook Actions:

Issuer: Arkansas Best Corporation

  -- Outlook, Changed To Rating Withdrawn From Negative

Withdrawals:

Issuer: Arkansas Best Corporation

  -- Probability of Default Rating, Withdrawn, previously rated
     Ba1

  -- Corporate Family Rating, Withdrawn, previously rated Ba1

  -- Senior Unsecured Bank Credit Facility, Withdrawn, previously
     rated Ba1, LGD4, 51%

  -- Speculative Grade Liquidity Rating, Withdrawn, previously
     rated SGL-2

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

The last rating action was on October 22, 2009, when the senior
unsecured bank credit facility rating was lowered to Ba1 from
Baa2.

Arkansas Best, based in Fort Smith Arkansas, operates a national
less than truckload trucking company.


AVENTINE RENEWABLE: Gets Approval to Send Plan for Votes
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware on
Wednesday approved the disclosure statement explaining Aventine
Renewable Energy Holdings, Inc., and its debtor-affiliates' plan
of reorganization, allowing the Debtors to commence solicitation
of plan votes.  The Court further approved procedures for
soliciting and tabulating the votes.

The Debtors also obtained permission to enter into a backstop
commitment agreement relating to the issuance of senior secured
notes in connection with the Plan.

Judge Kevin Gross also allowed the Debtors to pay fees and
expenses to PNC Bank National Association, in connection with
evaluating, preparing, submitting and negotiating a senior secured
revolving exit credit facility providing for up to $20 million.
The Debtors may also provide a $50,000 expense deposit to PNC to
reimburse it of costs and expenses.

The Debtors filed an amended version of the Plan and disclosure
statement one day prior to the hearing.

Plan votes are due February 17.  The Court will convene a hearing
February 24, 2010, to consider confirmation of the Plan.
Objections to confirmation of the Plan are also due February 17.

                           Amended Plan

The Plan contemplates payment in full in Cash to holders of
Allowed Administrative Claims, Fee Claims, Priority Tax Claims and
DIP Financing Claims, Other Priority Claims and Prepetition
Secured Credit Facility Claims; to holders of the Kiewit Mt.
Vernon Secured Claim, the Kiewit Aurora West Secured Claim and
Other Secured Claims, either reinstatement of the Claims, Cash
payments or return of the Collateral securing the Allowed Other
Secured Claims; to holders of Prepetition Unsecured Notes Claims
and General Unsecured Claims, a pro rata distribution of the Other
Unsecured Claims Stock Pool allocable to the Debtor against which
the Claims are allowed; to holders of Convenience Class claims, a
Cash payment equal to 35% of the allowed amount of the Claim; to
holders of Equity Interests in ARE Holdings, the issuance of the
Warrants; and no recovery to holders of Equity Interests in the
Subsidiaries.  In no event will the holders be entitled to receive
value in excess of the allowed amount of their Claims.

Holders of Prepetition Unsecured Notes Claims are projected to get
less than 1% to under 9% recovery.  Holders of General Unsecured
Claims, estimated to be roughly $40 million, may receive between
less than 35% to under 1% recovery.

Upon emergence, the Reorganized Debtors will issue $105 million in
notes that will be secured by senior liens on all of the
Reorganized Debtors' assets and used to fund distribution under
the Plan as well as working capital and liquidity needs post-
emergence.  The Reorganized Debtors will also enter into a
$20 million secured asset-based lending facility.

In December, the Debtors entered into a backstop commitment
agreement with Brigade Capital Management LLC, Nomura Corproate
Research & Asset Management, Inc., Whitebox Advisors, Senator
Investment Groupo LP, and SEACOR Capital Corporation, each as
investment manager, to backstop the offering of senior secured
notes.

The Backstop Purchasers are represented in the case by Michael S.
Stamer, Esq., and Shaya Rochester, Esq., at Akin Gump Strauss
Hauer & Feld LLP, in New York; and Bonnie Glantz Fatell, Esq., and
Stanley Tarr, Esq., at Blank Rome, LLP, in Wilmington.

The Disclosure Statement was amended to indicate the official
committee of unsecured creditors in the Debtors' case believes the
Plan provides the highest and best recovery to unsecured
creditors.  However, the Committee does not support the issuance
of warrants to holders of equity interest at a proposed strike
price of $40.94 as this will allow the Interest holders to realize
a potential recovery before the New ARE Holdings Common stock to
be distributed under the Plan reaches a value in an aggregate
amount that would pay General Unsecured Claims in full.  The
Committee believes the strike price should be set at $46.00.  The
Committee reserves the right to challenge this provision of the
Plan, but nonetheless recommends that unsecured creditors vote on
the Plan.

The Amended Disclosure Statement also provides that Reorganized
ARE Inc. will assume the Aventine Pension Plan and continue to
maintain the plan.  The Pension Benefit Guaranty Corp. will be
deemed to withdraw its claims against the Debtors related to the
Pension Plan.

                   $240 Million Enterprise Value

The Debtors' financial advisor, Houlihan Lokey, estimates the
enterprise value of the Reorganized Debtors to be within
$220 million to $260 million, with a midpoint value of
$240 million, assuming a plan effective date of March 31, 2010.
Houlihan Lokey estimates the Reorganized Debtors' equity value to
be between $191.1 million and $231.1 million, with a mid-point
equity value of $211.1 million.  Assuming the issuance of
8.550 million shares of New ARE Holdings Common stock on the Plan
Effective Date, Houlihan Lokey projects the Newco common shares to
be between $22.35 and $27.03 per share, with a midpoint value of
$24.69 a share.

A full-text copy of the amended Disclosure Statement is available
at no charge at http://bankrupt.com/misc/AREBlacklinedDS.pdf

                     About Aventine Renewable

Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc.
(Pink Sheets: AVRN) -- http://www.aventinerei.com/-- is a
producer and marketer of ethanol to many leading energy companies
in the United States.  In addition to ethanol, Aventine also
produces distillers grains, corn gluten meal, corn gluten feed,
corn germ and brewers' yeast.

Morgan Stanley Capital Partners IV bought Aventine in May 2003
from Williams Cos.  Aventine had a public offering in May 2006.
The Morgan Stanley group retained 28% of the stock at year's end.

The Company and its affiliates filed for Chapter 11 on April 7,
2009 (Bankr. D. Del. Lead Case No. 09-11214).  Joel A. Waite,
Esq., and Ryan M. Bartley, Esq., at Young, Conaway, Stargatt &
Taylor, serves as bankruptcy counsel to the Debtors.  Davis Polk
& Wardwell is special tax counsel and Houlihan, Lokey, Howard &
Zukin, Inc., is the financial advisor.  Garden City Group, Inc.,
has been engaged as claims agent.  Scott D. Cousins, Esq., and
Donald J. Detweiler, Esq., at Greenberg Traurig, LLP, serve as
counsel to the official committee of unsecured creditors.  When it
filed for bankruptcy protection from its creditors, Aventine
Renewable listed between $100 million and $500 million each in
assets and debts.


AVISTAR COMMS: James Zeigon Steps Down as Board Member
------------------------------------------------------
Avistar Communications Corporation announced that James W. Zeigon
has stepped down from his position as board member.  The Company
said Mr. Zeigon was an appointed board member on June 2, 2004 and
has played an important role in shaping the company's strategy
while providing the support needed to grow the company.

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

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

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


BARZEL INDUSTRIES: Court Sets February 25 as Claims Bar Date
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established 5:00 p.m. (prevailing Eastern Time) on February 25,
2010, as the last day for individuals or entities to file proofs
of claim against Barzel Industries, Inc., and its debtor-
affiliates.

Governmental units have until 5:00 p.m. of March 15, 2010, to file
proofs of claim.

Proofs of claim must be filed with:

     Logan & Company, Inc.
     546 Valley Road
     Upper Montclair, NJ 07043
     Tel: (973) 509-3190
     Fax: (973) 509-3191

Norwood, Massachusetts-based Barzel Industries, Inc., processes
and distributes steel.  The Company manufactures steel for the
construction and industrial manufacturing industries, and produces
finished commercial racking products.

Barzel recorded assets of $370,145,000 against debts of
$375,412,000 as of May 30, 2009.

Barzel Industries -- aka Novamerican Steel Inc. and Symmetry
Holdings Inc. -- and seven affiliates filed for Chapter 11 on
September 15, 2009 (Bankr. D. Del. Case No. 09-13204). Judge
Christopher S. Sontchi presides over the cases. J. Kate Stickles,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Wilmington,
Delaware, and Karen M. McKinley, Esq., and Norman L. Pernick,
Esq., at Cole Scholtz Meisel Forman Leonard, P.A., in Wilmington,
Delaware, serve as legal counsel.

On the same day, the Company filed applications for relief under
the Canadian Companies' Creditors Arrangement Act in the Ontario
Superior Court of Justice -- Commercial List.

Barzel Industries and substantially all of its U.S. and Canadian
subsidiaries have an Asset Purchase Agreement with Chriscott USA
Inc. and 4513614 Canada Inc. pursuant to which the Buyer will
purchase substantially all of the assets of the Sellers for
$65.0 million in cash, subject to certain adjustments, and assume
certain liabilities from the Sellers associated with the purchased
assets.  The deal is subject to approval by both U.S. and Canadian
Courts.


BARZEL INDUSTRIES: Wants Plan Period Extended Until April 13
------------------------------------------------------------
Barzel Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive periods to propose a Chapter 11 Plan and to solicit
acceptances of that Plan until April 13, 2010, and June 11, 2010,
respectively.

The Debtors filed its first request for an extension before the
plan-filing period was set to expire on January 13.

The Debtors have scheduled a January 29, 2010, at 2:00 p.m.,
hearing on the requested extension.  Objections, if any, are due
on January 22, 2010, at 4:00 p.m.

                      About Barzel Industries

Norwood, Massachusetts-based Barzel Industries, Inc., processes
and distributes steel.  The Company manufactures steel for the
construction and industrial manufacturing industries, and produces
finished commercial racking products.

Barzel recorded assets of $370,145,000 against debts of
$375,412,000 as of May 30, 2009.

Barzel Industries -- aka Novamerican Steel Inc. and Symmetry
Holdings Inc. -- and seven affiliates filed for Chapter 11 on
September 15, 2009 (Bankr. D. Del. Case No. 09-13204). Judge
Christopher S. Sontchi presides over the cases. J. Kate Stickles,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Wilmington,
Delaware, and Karen M. McKinley, Esq., and Norman L. Pernick,
Esq., at Cole Scholtz Meisel Forman Leonard, P.A., in Wilmington,
Delaware, serve as legal counsel.

On the same day, the Company filed applications for relief under
the Canadian Companies' Creditors Arrangement Act in the Ontario
Superior Court of Justice -- Commercial List.

Barzel Industries and substantially all of its U.S. and Canadian
subsidiaries have an Asset Purchase Agreement with Chriscott USA
Inc. and 4513614 Canada Inc. pursuant to which the Buyer will
purchase substantially all of the assets of the Sellers for
$65.0 million in cash, subject to certain adjustments, and assume
certain liabilities from the Sellers associated with the purchased
assets.  The deal is subject to approval by both U.S. and Canadian
Courts.


BLACK CROW MEDIA: Files for Chapter 11 Bankruptcy in Florida
------------------------------------------------------------
Black Crow Media Group Inc. filed for Chapter 11 bankruptcy,
disclosing assets of $10 million to $50 million and debts of
$50 million to $100 million.

Black Crow intends to operate its 22 radio stations without
interruption.  The Company's CFO, James L. Devis, said the Chapter
11 cases were initiated to preserve the going concern value of
their assets and to protect the interests of the various parties
with an interest in the success of the reorganization.

The Company said it was unable to comply with its debt agreements
due to present economic conditions.  It said that the radio
broadcasting industry has been hit with lower advertising
revenues, which began to falter in 2007.  The decreased revenues
and increased interest obligations created a "severe liquidity
crisis" for the Debtors.

The Company said that it has total debts of $44.9 million as of
November 30, 2009.

The Company filed various first-day motions, including a request
to pay prepetition employee payroll and health benefits.

Black Crow Media Group owns and operates 17 FM and 5 AM radio
stations in Daytona Beach, Live Oak, Valdosta, Huntsville,
Alabama, and Jackson, Tennessee.  Black Crow, along with
affiliates, filed for Chapter 11 on Jan. 12, 2010 (Bankr. M.D.
Fla. Case No. 10-00172).  Attorneys at Latham Shuker Eden &
Beaudine LLP represent the Debtors in their Chapter 11 effort.


BLAST ENERGY: 5th Cir. Says Confirmation Appeal Not Moot
--------------------------------------------------------
WestLaw reports that the district court abused its discretion in
determining that an appeal of an order confirming a Chapter 11
plan, by a party seeking modification to the plan excising the
debtor's assumption of the parties' executory contract, was
equitably moot.  Although no stay pending appeal had been granted
and the plan had been substantially consummated, the success of
the appeal did not seriously threaten the success of the plan, nor
would the appeal have had a disruptive effect on the rights of
third parties, despite the district court's unsupported conclusion
to the contrary.  There was evidence that the debtor was not using
the technology licensed under the contract and had no plans to do
so, that the debtor's loss of the contract would not affect past
or future plan payments, and that nothing in the plan would be
undone or threatened by removal of the contract.  The debtor,
moreover, had expressly represented to the district court that
assumption of the contract was not essential to its successful
reorganization.  In re Blast Energy Services Inc., --- F.3d ----,
2010 WL 28656 (5th Cir.).

                     About Blast Energy

Headquartered in Houston, Tex., Blast Energy Services Inc. --
http://www.blastenergyservices.com/-- provides contract land
drilling services to the energy industry in the United States and
Africa.  The Company also provides satellite services to oil and
gas producers, which enables them to monitor and control well
head, pipeline, and drilling operations through broadband data and
voice services from remote operations where conventional land-
based communication networks do not exist.

Blast Energy Inc.'s consolidated balance sheet at March 31, 2008,
showed $2,841,638 in total assets and $5,847,755 in total
liabilities, resulting in a $3,006,117 total stockholders'
deficit.

The company and its wholly owned subsidiary Eagle Domestic
Drilling Operations LLC, filed for Chapter 11 protection
(Bankr. S.D. Tex. Case No. 07-30424 and 07-30426) on
Jan. 19, 2007 .

On Feb. 26, 2008, the Court entered an order confirming the
company's Second Amended Plan of Reorganization.  The Plan became
effective, and the Debtors emerged from Chapter 11 bankruptcy, on
Feb. 27, 2008.


BOECKLE PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Boeckle Properties, Inc.
        654 Riverside Drive
        Clayton, NY 13624

Bankruptcy Case No.: 10-30039

Chapter 11 Petition Date: January 11, 2010

Court: United States Bankruptcy Court
       Northern District of New York (Syracuse)

Judge: Margaret M. Cangilos-Ruiz

Debtor's Counsel: Edward J. Fintel, Esq.
                  Edward J. Fintel & Associates
                  P.O. Box 6451
                  430 E. Genesee St., Ste. 205
                  Syracuse, NY 13217-6451
                  Tel: (315) 424-8252
                  Fax: (315) 424-7990
                  Email: ejfintel@aol.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 $1,950,300,
and total debts of $1,303,459.

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/nynb10-30039.pdf

The petition was signed by Christopher M. Swartz, president of the
Company.


BOOMERANG SYSTEMS: Recurring Losses Prompt Going Concern Doubt
--------------------------------------------------------------
Liebman Goldberg & Hymowitz, LLP, in Garden City, New York,
expressed substantial doubt about Boomerant Systems, Inc. and
subsidiaries' ability to continue as a going concern after
auditing the Company's consolidated financial statements as of and
for the years ended September 30, 2009, and 2008.  The independent
public accounting firm said that the Company has suffered
recurring losses from operations and has a net capital deficiency.

The Company reported a net loss of $9,693,734 on no revenue for
the year ended September 30, 2009, compared to a net loss of
$6,612,899 on total revenues of $938,140 for the year ended
September 30, 2008.

The Company had no sales during the fiscal year ended
September 30, 2009.  The Company said this was primarily because
it concentrated on creating a prototype for the new retrieval
system for the racks within the parking product.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $1,576,462 in total assets and $4,762,470 in total
liabilities, resulting in a $3,186,008 shareholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $1,313,210 in total current
assets available to pay $3,332,948 in total current liabilities.

A full-text copy of the Company's annual report on Form 10-K is
available at no charge at http://researcharchives.com/t/s?4d6a

                     About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) is engaged in the design, development,
marketing and sale of automated racking and retrieval systems for
automobile parking, automated racking and retrieval systems for
self-storage units, robotic systems for automobile parking and
robotic systems for self-storage systems.  Four of its systems,
considered by management to be pilot demonstration systems, have
been built and are operating in Logan, Utah with two others
currently being built.


BROOKFIELD PROPERTIES: S&P Assigns 'BB+' Global Scale Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' global scale
rating and its 'P-3 (High)' Canadian national scale rating to
Brookfield Properties Corp.'s 6.15% C$275 million series N
preferred share offering.  The company intends to use the proceeds
for general corporate purposes.

The new preferred share issue follows a September 2009 preferred
share offering and a July 2009 common equity offering that
together raised more than $1.2 billion in capital, proceeds of
which, in part, reduced borrowings under Brookfield's committed
revolving lines of credit ($300 million line due December 2010 and
$388 million line due June 2011).  In addition, the company
refinanced or extended roughly $1.2 billion of debt in 2009,
including a loan backed by a large office property in Calgary
(which Brookfield jointly owns with an institutional investor).
In the aggregate, S&P believes these transactions have bolstered
the company's liquidity position while modestly extending debt
maturities and reducing reliance upon its revolving credit
facilities.

Third-quarter 2009 results for this Canada-domiciled owner of U.S.
and Canadian office properties were favorable relative to most
peers, despite Brookfield's higher exposure to financial services
tenants relative to the peer average and the weak Manhattan office
property market.  Occupancy for the company's managed portfolio
dipped slightly but remained a healthy 93.7%, and lease renewals
rolled higher by roughly 25% (to $25 per sq. ft.).  This resulted
in positive same-store net operating income of 2.4% (excluding
nonmanaged properties and the impact of foreign exchange and lease
termination gains).  Near-term lease rollover remains
comparatively moderate (4.7% of space expires in 2010 and 7.0% in
2011).

Notwithstanding better-than-expected third-quarter results and
benefits the company has derived from recent capital transactions,
its outlook on Brookfield remains negative.  S&P remains concerned
that the current environment of generally deteriorating operating
fundamentals, lower office property valuations, and more-
restrictive lending in the U.S. will pose challenges to
Brookfield's efforts to recapitalize its highly leveraged U.S.
property fund.

                            Rating List

                    Brookfield Properties Corp.

       Corporate credit rating              BBB/Negative/--

                          Rating Assigned

                    Brookfield Properties Corp.

                  C$275 million preferred shares

             Global scale                     BB+
             Canadian scale                   P-3 (High)


CANWEST GLOBAL: Initiates Sale Process for Units
------------------------------------------------
Canwest Global Communications Corp. disclosed that a sale and
investor solicitation process has been initiated with respect to
the assets and operations of Canwest Limited Partnership / Canwest
Societe en Commandite, Canwest (Canada) Inc. and their
subsidiaries Canwest Publishing Inc. / Publications Canwest Inc.,
National Post Inc. and Canwest Books Inc.

RBC Capital Markets, financial advisor to the LP Entities, has
begun solicitation of indications of interest from prospective
strategic or financial parties.

Further to the Company's January 8, 2010 news release regarding
the commencement of proceedings under the Companies' Creditors
Arrangement Act, a notice of the commencement of the SISP will be
published tomorrow in the National Post seeking expressions of
interest in connection with a potential sale of all of the
property, assets and businesses of, or equity investment in and
recapitalization of, the LP Entities.  The LP Entities contain
some of Canada's best known newspaper brands that dominate their
markets including the National Post, The Vancouver Sun, Calgary
Herald, Edmonton Journal, Ottawa Citizen and The Gazette.  In
addition to 34 newspapers, they also include a large and growing
digital media business made up of approximately 50 websites
including the canada.com and other online and mobile operations.

The Notice was issued pursuant to the terms of the initial order
obtained by the LP Entities from the Ontario Superior Court of
Justice.

NOTICE IS HEREBY GIVEN that a sale and investor solicitation
process is being conducted pursuant to an initial order dated
January 8, 2010 granted by the Ontario Superior Court of Justice
(Commercial Division) following the filing for creditor protection
under the provisions of the Companies' Creditors Arrangement Act.

RBC Capital Markets is soliciting expressions of interest from
prospective strategic or financial parties to acquire all of the
property, assets and business of the LP Entities or to invest in
the LP Entities. Interested parties should contact Phil Porat of
RBC Capital Markets at: (416) 842-8021.

The timing and procedures governing the sale and investor
solicitation process, the terms of participation by prospective
purchasers or prospective strategic or financial investors, and
the criteria for the submission, evaluation and selection of bids
are set out in the Initial Order.  FTI Consulting Canada Inc., the
Court-appointed monitor in the CCAA proceedings, will supervise
the SISP in accordance with the terms of the Initial Order.

There can be no assurance that the SISP will lead to a
transaction, or as to the terms of any such transaction.

                       About Canwest Global

Canwest Global Communications Corp. (TSX: CGS and CGS.A) --
http://www.canwest.com/-- an international media company, is
Canada's largest media company.  In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia, Turkey,
Indonesia, Singapore, the United Kingdom and the United States.

On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest
Television Limited Partnership (including Global Television,
MovieTime, DejaView and Fox Sports World), The National Post
Company and certain subsidiaries voluntarily entered into, and
successfully obtained an Order from the Ontario Superior Court of
Justice (Commercial Division) commencing proceedings under the
Companies' Creditors Arrangement Act.  The CMI Entities'
commencement of these proceedings was undertaken in furtherance of
a proposed recapitalization transaction that is supported by over
70% of holders of the 8% senior subordinated notes issued by CMI.

On the same day, FTI Consulting Canada Inc., the Court-appointed
Monitor in the CCAA proceedings, sought protection in the United
States Bankruptcy Court under Chapter 15 of the United States
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for
certain of the entities involved in Canwest's television business
that filed for protection under the CCAA, including Canwest,
Canwest Media Inc. and Canwest Global Broadcasting
Inc./Radiodiffusion Canwest Global Inc.

Judge Stuart M. Bernstein presides over the Chapter 15 cases.
Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford,
Connecticut, serves as Chapter 15 Petitioner's counsel.  The
Chapter 15 Debtors disclosed estimated assets of $500 million to
$1 billion and estimated debts of $50 million to $100 million.

In a regulatory filing with the U.S. Securities and Exchange
Commission, Canwest Media disclosed C$4,847,020,000 in total
assets and C$5,826,522,000 in total liabilities at May 31, 2009.

Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy
News.  The newsletter tracks the CCAA proceedings and Chapter 15
proceedings undertaken by Canwest Global Communications Corp. and
its affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


CANWEST GLOBAL: Has "Stronger Financial Results" for Nov. Quarter
-----------------------------------------------------------------
Canwest Global Communications Corp. reported stronger financial
results for the first quarter of its 2010 fiscal year that reflect
improving revenue trends despite the slow economy and the
significant progress that has been made to reduce the Company's
cost base.

For the three months ended November 30, 2009, the Company reported
revenue of $571 million, down 10% from $634 million for the same
period in the previous year.  Revenue for the first quarter of
fiscal 2009 included results of the Company's second conventional
broadcast network which it closed August 31, 2009.  Excluding
these operations, revenue for first fiscal quarter of 2010
decreased by 6%.  Operating profit (1) totaled $202 million in the
current period compared to $122 million last year.  Included in
the current year results is $29 million arising on the reversal of
CRTC Part II fees.  Excluding the CRTC Part II fees and other non-
recurring items, operating profit increased 29% from $137 million
last year to $176 million.  On a comparable basis, excluding the
results of the second conventional broadcast network from the
prior year, operating profit would be up 20%, with operating
expenses down 15%.

For the three month period ended November 30, 2009 Canwest
reported net earnings of $653 million including the gain realized
from the sale of its interest in Ten Network Holdings Limited of
$570 million.

"These results reflect actions taken over the past year in all
areas to strengthen our financial position," Canwest President and
CEO Leonard Asper said.  "Although the revenue environment
continues to be difficult, it gradually improved from September
through to November in both broadcasting and publishing, and we
have taken steps to enhance our competitive position through the
closure or sale of unprofitable operations and significant
reduction in operating costs."

Segment Results

Publishing

Revenue for the Company's publishing operations for the first
quarter continues to reflect the impact of a slower economy.
Revenue was $286 million, 14% lower when compared to the same
period in fiscal 2009.  Publishing operating profits of
$70 million for the first quarter were down 5% when compared to
the same period in fiscal 2009.  The decline in revenue was
partially offset by a 17% reduction in operating expenses as
management continues its focus on strict cost control.

Canadian Television combined (Canadian Television and CW Media)

Canadian television operations, including the CW Media specialty
television operations, reported first quarter revenues of
$285 million, down 5% compared to the same period in the previous
year. On a comparable basis, excluding revenues from the Company's
second conventional broadcast network from the prior year, first
quarter revenues were up 4%.  Operating profit in the first
quarter was $109 million, up 56% compared to $70 million for the
same period in the previous year.  Excluding the Company's second
conventional broadcast network from the prior year, first quarter
operating profit was up 37%.  These results reflect industry
leading revenue performance in specialty and conventional
television combined with the continued cost saving initiatives.

Highlights

    -- On January 8, 2010 Canwest (Canada) Inc., Canwest Limited
       Partnership and certain of its subsidiaries entered into an
       agreement with certain senior secured lenders to support a
       pre-packaged financial restructuring plan. -- To enable an
       orderly financial restructuring Canwest Limited Partnership
       voluntarily filed and successfully obtained creditor
       protection under the Companies' Creditors Arrangement Act
       on January 8, 2010.

    -- On October 5, 2009 Canwest, Canwest Media Inc. and certain
       of its subsidiaries entered into a support agreement with
       the members of the ad hoc committee of 8% noteholders of
       CMI, whereby, subject to certain conditions, the Ad Hoc
       Committee agreed to support a recapitalization plan in
       respect of CMI. -- As part of the implementation of the
       recapitalization plan, and in accordance with the support
       agreement, Canwest, CMI together with certain of its
       subsidiaries, voluntarily filed and successfully obtained
       creditor protection under the CCAA on October 6, 2009.

    -- Canwest realized a gain of $570 million from the sale of
       its controlling share interest in Ten Network Holdings
       Limited.

    -- For Fall 2009, Global Television had 4 of the top 10
       television programs, including 2 of the top 3 programs in
       the adult 25 -54 demographic (2). -- House was the #1 and
       Survivor: Samoa was the #3 programs in the country.

    -- Glee was Fall's biggest new hit program and finished as the
       only new show to rank in the top 10 nationally for the key
       adult 18-49 demographic.

    -- This Fall Canwest had 3 of the top 10 specialty analog
       channels and continued its dominance of specialty digital
       channels with 7 of the Top 10 digital channels in the Adult
       25-54 demographic.

    -- GlobalTV.com, Canada's fastest growing broadcast website is
       now the leading broadcast website for video (3). -- #1 in
       video plays at 15.4 million which is up 10 times year over
       year.

    -- #1 in minutes per viewer at 105 minutes.

    -- #1 in videos per viewer at 34 per viewer.

    -- Canwest's digital network led by canada.com, attracted on
       average 7 million overall unique visitors monthly, a 34%
       increase from the first quarter last year and is now the
       4th ranked portal on comScore's News and Information
       category.

Canwest Restructuring:

Canwest Limited Partnership

Canwest Limited Partnership the Company's publishing operations,
is in default under the terms of its senior secured credit
facilities, its senior subordinated unsecured credit facility and
its senior subordinated unsecured notes indenture as a result of,
among other things, it discontinuing interest and principal
payments effective in May 2009 and its failure to satisfy the
demand for immediate repayment of its obligations related to
certain hedging derivative instruments which were terminated as a
consequence of the foregoing defaults.

On January 8, 2010, Canwest Limited Partnership and certain of its
subsidiaries entered into an agreement with certain senior secured
lenders to support a pre-packed financial restructuring plan.  To
enable an orderly financial restructuring Canwest Limited
Partnership voluntarily filed and successfully obtained creditor
protection under CCAA from the Ontario Superior Court of Justice.

The proposed financial restructuring transaction is supported by
members of the senior secured lending syndicate representing over
48% in principal amount of the Limited Partnership's senior
secured obligations and represents the culmination of lengthy
arm's length discussions between the LP Entities and their senior
secured lenders.

The LP Entities and the senior secured lenders have entered into a
Support Agreement and have negotiated an Acquisition and
Assumption Agreement together with a Plan of Compromise and
Arrangement in respect of the senior secured lenders' claims which
have been filed with the Court.

In addition, the LP Entities have engaged RBC Capital Markets to
conduct a comprehensive sale and investor solicitation process
within the restructuring proceeding to canvass the market for
superior offers for the business than the one put forth by the AA
Agreement.

Under the proposed AA Agreement, a new company incorporated by the
senior secured lenders would acquire substantially all of the LP
Entities' assets and assume certain of their operating
liabilities.  Subject to senior secured lender and Court approval
and any superior offer emerging from the Sale and Investor
Process, the senior secured debt will be transferred to
"Acquireco" in exchange for debt and equity in Acquireco.

The LP Entities' operations will continue uninterrupted during the
financial restructuring with operating cash flow sufficient to
fund ongoing operations.  In addition, the LP Entities have
arranged debtor-in-possession financing of up to $25 million from
certain members of the senior secured lenders.

Over time, the broadcasting and publishing businesses will begin
to operate more independent of one another.  However the
businesses have put into place mechanisms that will permit them to
continue to work collaboratively, by mutual consent, in areas
where it makes sense for its customers and it provides a business
advantage to their operations.

Canwest Media Inc.

CMI is in default under the terms of its 8% senior subordinated
unsecured notes indenture as a consequence of the non payment of
interest due in September 2009.  On October 5, 2009, Canwest
Global Communications Corp. entered into a Support Agreement with
the Ad Hoc Committee which sets out the terms and conditions of a
proposed recapitalization transaction.

The proposed recapitalization transaction is supported by members
of the Ad Hoc Committee representing over 70% of the outstanding
principal amount of 8% senior subordinated notes issued by CMI.

On October 6, 2009, pursuant to the Recapitalization Agreement
Canwest voluntarily applied for and successfully obtained an order
from the Court providing creditor protection under the CCAA for
Canwest Global Communications Corp., Canwest Media Inc., and
Canwest Television Limited Partnership (including Global
Television, MovieTime, DejaView and Fox Sports World).

Through the term of the CCAA proceedings, the applicants remain in
possession of their assets and properties and will continue to
operate the businesses with the assistance of the Court appointed
monitor and under the supervision of the Court.  The Company has
secured DIP financing from CIT Business Credit Canada Inc. to
$100 million, which together with liquidity provided from the sale
of the Company's 50.1% shareholdings in Ten Network Holdings
Limited, is expected to be sufficient to fund operations until the
expected date when the recapitalization transaction is completed.

While the Company is pursuing the financial restructuring that it
requires to recapitalize the Company and reduce its debt
obligations it remains focused on improving operational efficiency
and continues to execute its business strategy across all lines
and win market share in a recovering economy.

                        About Canwest Global

Canwest Global Communications Corp. (TSX: CGS and CGS.A) --
http://www.canwest.com/-- an international media company, is
Canada's largest media company.  In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia, Turkey,
Indonesia, Singapore, the United Kingdom and the United States.

On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest
Television Limited Partnership (including Global Television,
MovieTime, DejaView and Fox Sports World), The National Post
Company and certain subsidiaries voluntarily entered into, and
successfully obtained an Order from the Ontario Superior Court of
Justice (Commercial Division) commencing proceedings under the
Companies' Creditors Arrangement Act.  The CMI Entities'
commencement of these proceedings was undertaken in furtherance of
a proposed recapitalization transaction that is supported by over
70% of holders of the 8% senior subordinated notes issued by CMI.

On the same day, FTI Consulting Canada Inc., the Court-appointed
Monitor in the CCAA proceedings, sought protection in the United
States Bankruptcy Court under Chapter 15 of the United States
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for
certain of the entities involved in Canwest's television business
that filed for protection under the CCAA, including Canwest,
Canwest Media Inc. and Canwest Global Broadcasting
Inc./Radiodiffusion Canwest Global Inc.

Judge Stuart M. Bernstein presides over the Chapter 15 cases.
Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford,
Connecticut, serves as Chapter 15 Petitioner's counsel.  The
Chapter 15 Debtors disclosed estimated assets of $500 million to
$1 billion and estimated debts of $50 million to $100 million.

In a regulatory filing with the U.S. Securities and Exchange
Commission, Canwest Media disclosed C$4,847,020,000 in total
assets and C$5,826,522,000 in total liabilities at May 31, 2009.

Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy
News.  The newsletter tracks the CCAA proceedings and Chapter 15
proceedings undertaken by Canwest Global Communications Corp. and
its affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


CENTER 130 LLC: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Center 130, LLC
        P.O. Box 65
        Oak Island, NC 28465

Bankruptcy Case No.: 10-00198

Chapter 11 Petition Date: January 11, 2010

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

Judge: J. Rich Leonard

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

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

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

According to the schedules, the Company has assets of $2,551,800,
and total debts of $1,498,700.

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

            http://bankrupt.com/misc/nceb10-00198.pdf

The petition was signed by John Hamilton, member-manager of the
Company.


CHEMTURA CORP: Jon Eric Jacks Joins Equity Committee
----------------------------------------------------
Pursuant to Sections 1102(a) and (b) of the Bankruptcy Code,
Diana G. Adams, the U.S. Trustee for Region 2, appointed these
entities to the official committee of equity security holders in
the Chapter 11 cases of Chemtura Corporation and its debtor
affiliates:

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

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

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

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

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

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

    7. Jon Eric Jacks
       1000 Orchard Street
       Longview, Texas 75605
       Tel No. (903) 738-6202
       Fax No. (903) 553-9925

R.B. Huntly and O. M. Huntly was on the original list of Committee
members.  The U.S. Trustee subsequently amended that committee
appointment on January 7, 2010, by replacing R.B. Huntly and O. M.
Huntly with Peter A. Pizzi.  The U.S. Trustee filed a second
amendment of the committee appointment on January 12, 2009 and
replaced Mr. Pizzi with Jon Eric Jacks.

                      About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Proposes Claims Settlement Protocol
--------------------------------------------------
Chemtura Corp. and its units ask the Court for authority to
establish uniform procedures for the settlement of claims,
designed to streamline the process by which they can consensually
resolve disputes concerning numerous claims.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
relates that more than 14,000 proofs of claim, asserting an
aggregate of more than $10.1 billion in liabilities, have been
filed against the Debtors.  More than 8,000 of the filed claims
assert unliquidated amounts or contain an unliquidated component.

In light of the significant number of claims that have been filed
in the Debtors' cases, Mr. Cieri asserts that a consensual
resolution of Disputed Claims will be an important part of the
claims reconciliation process, but note that presenting
individual settlements for each Disputed Claim to the Court for
approval would be unnecessarily costly and inefficient and could
provide a disincentive for otherwise beneficial settlements.

To address these concerns, the Debtors have developed Claims
Settlement Procedures.  To promote an efficient claims resolution
process, the Settlement Procedures establish categories of
settlements and criteria for settling Claims based on the amount
of the Claims and other factors:

A. Category 1 Settlements

Category 1 Settlements include any written agreement between the
Debtors and a Claimant for (i) the disallowance of any Claim;
(ii) the allowance of any Claim, or portion of it, in any amount
of up to $1,000,000, where no corresponding amount is listed for
that Claim in the Debtors' Schedules of Assets and Liabilities;
or (iii) the allowance of any Claim, or portion of it, where
there is a corresponding amount that is listed in the Schedules
and the allowed amount of the Claim is no greater than $250,000
more than the corresponding scheduled amount.

Category 1 Settlements are subject to these streamlined notice
and objection procedures:

  (a) The Debtors will provide written notice describing the
      basic terms of the proposed settlement and a copy of the
      proposed settlement to (i) counsel to the Official
      Committee of Unsecured Creditors, (ii) the United States
      Trustee for the Southern District of New York, and (iii)
      counsel to the agent for the Debtors' postpetition and
      prepetition secured lenders.

      If a proposed Category 1 Settlement provides for a waiver
      by the Debtors of any claims or causes of action arising
      under Chapter 5 of the Bankruptcy Code, the notice to the
      Settlement Notice Parties will also set forth the basis
      for the Chapter 5 Waiver.

  (b) The Settlement Notice Parties will have five business days
      after the notice is sent to object to or seek additional
      time to evaluate the proposed settlement.  If no written
      objection or written request for additional time is
      received by the Debtors' counsel prior to the expiration
      of the five-day period, the Debtors may enter into the
      proposed settlement without need for further Court
      approval or notice to any party.  If any Settlement Notice
      Party provides a written request to Debtors' counsel for
      additional time to evaluate the proposed settlement, the
      requesting Settlement Notice Party will have an additional
      five business days to file with the Court and serve a
      formal written objection to the proposed settlement.  The
      Debtors may enter into a proposed settlement promptly upon
      obtaining approval of the Settlement Notice Parties.
      Objections that are not resolved may be presented to the
      Court for determination.

B. Category 2 Settlements

Unless otherwise ordered by the Court, the Debtors will provide
notice of any settlements that provide for (i) an allowed Claim
in excess of $1,000,000 where no corresponding amount is listed
for that Claim in the Schedules, or (ii) an allowed Claim where
there is a corresponding amount listed in the Schedules and the
allowed amount of the Claim exceeds the corresponding scheduled
amount by more than $250,000.  As permitted by Rule 9006(c) of
the Federal Rules of Bankruptcy Procedure and notwithstanding the
terms of Rule 2002(a) of the Federal Rules of Bankruptcy
Procedure, the Debtors will file settlement stipulations allowing
Category 2 Settlements with the Court for presentment on 10
calendar days' notice and serve by first-class mail on (i) the
Claimant; (ii) counsel to the Committee; (iii) the U.S. Trustee;
(iv) counsel to the agent for the Debtors' postpetition and
prepetition secured lenders; and (iv) those parties that have
formally requested notice pursuant to Rule 2002 of the Federal
Rules of Bankruptcy Procedure and the Local Bankruptcy Rules.
Objections will be due three days before the scheduled date of
presentment.  Objections to settlement stipulations that are not
resolved may be presented to the Court for determination.

C. Other Settlement Motions

Notwithstanding anything under the Settlement Procedures, the
Debtors may file a motion to approve any settlement under Section
502 of the Bankruptcy Code, Rule 9019 of the Federal Rules of
Bankruptcy Procedure and any other applicable provisions of the
Bankruptcy Code or the Bankruptcy Rules.  Any settlement motion
may be heard or presented on 14 calendar days' notice, with
objections due seven days before the scheduled hearing or
presentment date.

D. Consultation with the Committee

The Debtors will consult with counsel to the Committee prior to
entering into settlements that provide for (i) an allowed Claim
in excess of $500,000 where no corresponding amount is listed for
that Claim in the Schedules, or (ii) an allowed Claim where there
is a corresponding amount listed in the Schedules and the allowed
amount of the Claim exceeds the corresponding scheduled amount by
more than $500,000.

                 ACE American Insurance Objects

American Insurance Company and other members of the ACE Group of
Companies contend that the proposed Claims Settlement Procedures
may violate and impair their contractual rights; jeopardize
coverage under the ACE Policies; and lead to confusion, disputes
and unnecessary litigation.

The Debtors and ACE are parties to insurance policies and certain
related agreements.   The ACE Policies issued to the Debtors
include workers compensation, excess workers compensation,
automobile and general liability insurance policies.

Karel D. Karpe, Esq., at White and Williams LLP, in New York,
points out that pursuant to the Claims Settlement Procedures, the
Debtors would be authorized to enter into claims settlement
agreements subject to objections of "settlement notice parties,"
which include the Creditors Committee, the U.S. Trustee, and the
Debtors' prepetition and postpetition lenders, but does not
include ACE.  She informs the Court that:

  a. The "Claims," as defined by the Debtors, include claims
     that may fall within coverages provided under the ACE
     Policies;

  b. Under the ACE Policies, ACE has a right to settle, or
     participate in the settlement, of certain claims against
     the insured;

  c. The procedure proposed by Debtors excludes ACE from the
     settlement process; and

  d. ACE is not even included in the Settlement Notice
     Parties.

For these reasons, ACE asks the Court to deny the Debtors'
request.

                  Lloyd's Underwriters Object

Certain Underwriters at Lloyd's, London ask the Court to limit
the effect of an order approving the Settlement Procedures so
that neither that Order, nor any settlements could have "res
judicata," collateral estoppel or other preclusive effect on any
insurance coverage issues.

Michael A. Shiner, Esq., at Tucker Arensberg P.C., in Pittsburgh,
Pennsylvania, asserts that Debtors' request seeks broad relief
that could improperly deprive the Underwriters of their
contractual rights under prepetition insurance policies,
including the rights to proper notice of claims and the right to
participate in the settlement of claims against Debtors.

The Settlement Procedures, if approved by the Court, authorizes
the Debtors to settle certain claims unilaterally and without any
prior notice to or participation of the Underwriters, even though
the Debtors may in the future demand that the Underwriters
indemnify them for those settlements, Mr. Shiner contends.

                      About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: SK Capital-Led Auction for PVC Biz on Feb. 22
------------------------------------------------------------
Chemtura Corporation related in late December 2009 that it has
entered into a definitive agreement with SK Capital Partners, a
New York-based private equity firm focusing on the specialty
materials, chemicals and healthcare industries, whereby SK
Capital has agreed to acquire Chemtura's global PVC Additives
business.  The sale will include certain assets, the stock of a
European subsidiary and the assumption of certain liabilities.
The PVC Additives business had revenues of $374 million in the
calendar year of 2008 and $177 million for the nine months ended
Sept. 30, 2009.  The proposed transaction is subject to approval
by the United States Bankruptcy Court for the Southern District
of New York and a Court-approved auction process pursuant to
which other parties will have the opportunity to submit higher or
better offers for the PVC Additives business, as well as certain
other closing conditions and consent by Chemtura's debtor-in-
possession financing lenders.

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

"We believe that the proposed transaction is the most certain way
to maximize the value of the PVC Additives business and is in the
best interests of the Company and all of our stakeholders.  The
PVC Additives business is well-positioned in its industry
segments with great technology, blue-chip customers and talented
employees, and this proposed transaction will bring a tighter
focus to Chemtura's business portfolio," Craig A. Rogerson,
Chemtura's Chairman, President and Chief Executive Officer, said
in a December 23, 2009 company statement.

                        Sale Motion Filed

The Debtors simultaneously filed a motion with the Court on
December 23, 2009, pursuant to which SK Capital will be the lead
or "stalking horse" bidder in a Court-approved auction for the
purchase of the PVC Additives business.

Along with the Motion, the Debtors delivered to the Court a copy
of a Share and Asset Purchase Agreement among Chemtura and SK
Atlas LLC, and SK Capital Partners II LP, a full-text copy of
which is available for free at:

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

The Purchase Agreement essentially governs the sale of Chemtura
Corporation's ownership interests in all of the issued and
outstanding capital stock of Chemtura Vinyl Additives GmbH, a
non-Debtor company organized in accordance with the laws of the
Federal Republic of Germany, and certain assets relating to the
design, manufacture, assembly, marketing, sale and distribution
of tin and mixed metal stabilizers, organic-based stabilizers,
epoxidized soybean oil, liquid phosphate esters, chemical foaming
agents and impact modifiers, and related intermediates as engaged
in by Chemtura at its Taft, Louisiana facility and by Chemtura
Vinyl.

Pursuant to the Purchase Agreement, the consideration for the
Assets and the Shares to be sold consists of:

  (1) $2,056,000 in initial cash;

  (2) a "Trade Accounts Payable Adjustment Payment," totaling
      $7,156,610;

  (3) a "European Trade Accounts Payable Adjustment Payment,"
      which is an amount equal to the outstanding European Trade
      Accounts Payable that are not past due;

  (4) a "Shared Accounts Payable Adjustment Payment," totaling
      $200,000;

  (5) an "Accrued Payroll and Benefits Adjustment Payment,"
      which is an amount equal to the outstanding payroll and
      benefits to be paid to the employees at the Taft Facility;
      and

  (6) the Purchaser's assumption of certain liabilities.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
relates that the vast majority of the purchase price under the
Purchase Agreement consists of the assumed liabilities that, by
their very nature, are susceptible to estimation.  The Debtors
believe that the liabilities to be assumed by the Purchaser plus
the cash consideration is worth at least $34,000,000, but the
Debtors also aver that they understand the Purchaser values the
consideration to be paid for the Assets to be sold at a value of
approximately $45,000,000.

The parties agree that within five business days of executing the
Purchase Agreement, the Purchaser will deliver the Cash Deposit
to Wells Fargo Bank, National Association, as deposit agent, in
an interest-bearing account which funds will be distributed in
accordance with the terms of the Purchase Agreement and a deposit
agreement.

The parties' Purchase Agreement may be terminated by:

  (i) mutual written consent of the Purchaser and the Debtors;

(ii) the Purchaser if there has been a breach of an of the
      Debtors' representations, warranties or covenants and
      that breach is not cured in 30 days;

(iii) the Debtors if there has been a breach of any of the
      Purchaser's representations, warranties or covenants and
      that breach is not cured in 30 days;

(iv) either the Purchaser or the Debtors if any Governmental
      Authority has issued a non-appealable final judgment or
      taken any other non-appealable final action, in each case
      having the effect of permanently restraining, enjoining or
      otherwise prohibiting the transactions contemplated by the
      Purchase Agreement;

  (v) the Debtors or the Purchaser, if the Debtors accept or the
      Court approves an Alternative Transaction for any of the
      Shares or Purchased Assets pursuant to the terms of the
      Bidding Procedures Order; provided, however, that the
      Purchaser will not be entitled to terminate the Purchase
      Agreement if and so long as the Purchaser is the alternate
      bidder;

(vi) the Purchaser if the Closing has not occurred on or before
      May 31, 2010; or

(vii) the Debtors if the Closing has not occurred on or before
      May 31, 2010.

                       Bidding Procedures

To obtain the highest price for the sale of the PVC Additives
Business, the Debtors have determined that the most prudent
course of action was to pursue the Sale through an auction.  In
tune with the Debtors' plan, SK Capital has agreed to serve as
the "stalking horse" bidder for the Auction.

To ensure that the highest or otherwise best offer is received,
the Debtors propose to establish uniform bidding procedures to
govern the submission of competing bids for the PVC Additives
Assets at an auction.

Among others, the Debtors propose that potential bidders must
deliver to them and counsel for the Official Committee of
Unsecured Creditors on or before February 9, 2010, these
documents:

  * an executed non-binding indication of interest;

  * an executed confidentiality agreement in a form and
    substance reasonably acceptable to the Debtors; and

  * evidence, including audited financial statements, of the
    party and entities that will guarantee the obligations of
    the party's financial wherewithal to complete the
    contemplated transactions.

Upon receipt of Potential Bid Packages, the Debtors will
determine, after consultation with the Committee, whether a party
other than the Purchaser may participate in the Auction based
upon the Debtors' evaluation of the content of the Potential Bid
Package submitted by a party as well as other commercial and
competitive considerations.

Upon a determination that a certain party qualifies as a
Potential Bidder, the Debtors will immediately notify that party
in writing and provide the Potential Bidder with access to (i)
the same confidential evaluation materials and information they
provided to each other Potential Bidder, and (ii) any other
financial information and other data related to the Debtors,
Chemtura Vinyl and the Assets for sale as the Potential Bidder
may reasonably ask.  The Debtors are not obligated to provide any
Potential Bidder more information or more extensive due diligence
access other than that provided to the Purchaser before the
Purchaser's entry into the Purchase Agreement.  The Seller is
also not required to provide to any Potential Bidder any
information or due diligence access after the Bid Deadline.

Any Bid from a Potential Bidder must:

  -- state that the Potential Bidder offers to purchase all or
     substantially all of the Shares and the Purchased Assets
     upon the terms and conditions substantially similar to, or
     more favorable to the Seller than, the SK Capital Purchase
     Agreement;

  -- state that a Qualified Bidder is prepared to enter into a
     legally binding purchase and sale agreement for the
     acquisition of the PVC Shares and the PVC Additives
     Business Assets;

  -- must be accompanied by a clean and duly executed modified
     Purchase Agreement;

  -- must state that the Potential Bidder's offer is irrevocable
     until the closing of the Sale;

  -- must contain financial and other information for the Seller
     to make a determination of the Potential Bidder's financial
     capabilities to consummate the transactions;

  -- must identify each and every executory contract the
     assumption and assignment of which is a condition to
     closing;

  -- represent that the Potential Bidder will not seek or assert
     entitlement to any transaction or break-up fee, expense
     reimbursement, or similar type of payment;

  -- fully disclose the identity of any sponsor and each entity
     that will be bidding for the PVC Shares and the PVC
     Additives Business Assets;

  -- be likely to result in a value to the Seller, in the
     Seller's reasonable judgment after consultation with its
     financial and legal advisors and the Committee, that is
     more than the sum of (a) the Breakup Fee proposed; (b) the
     Expense Reimbursement proposed; and (c) an initial bid
     increment of at least $100,000 higher than the Stalking
     Horse Purchase Price;

  -- be free from any due diligence or financing contingencies
     of any kind;

  -- be accompanied by the necessary corporate authorizations;

  -- be accompanied by a deposit at least equal to the Deposit
     Amount; and

  -- be received by the Seller in writing, on or before the Bid
     Deadline, on or before February 16, 2010 at 4:00 p.m.
     prevailing Eastern Time.

Once the Seller has determined that a Bid satisfies each of the
bidding procedure conditions, the Debtors will notify the
Potential Bidder who submitted the Qualified Bid.  The Debtors
reserves the right, after consultation with the Committee, to
reject any Potential Bids if they determine that the Potential
Bid is inadequate or insufficient or the Seller determine that
the Potential Bid is not in conformity with the requirements of
the Bankruptcy Code or any related rules or is otherwise contrary
to the best interests of the Debtors and their estate.

If a Qualified Bid in addition to the Purchaser's Bid is
received, an auction will be held on February 22, 2010, at
9:00 a.m. prevailing Eastern Time at the offices of Kirkland &
Ellis LLP or at any other location as the Debtors may designate.
On or before February 18, 2010, at 5:00 p.m. prevailing Eastern
Time, the Debtors will provide each Qualified Bidder and the
Committee with written notice of the Auction and a copy of the
Qualified Bid the Debtors have determined, after consultation with
the Committee, constitutes the highest or otherwise best offer
among the Qualified Bids and with which they intend to commence
the Auction with.

The only parties eligible to participate in the Auction are:

  -- the Purchaser and its representatives and advisors;

  -- representatives and advisors of the Creditors Committee;

  -- representatives and advisors of the Debtors' postpetition
     secured lenders;

  -- those Qualified Bidders who have submitted a Qualified Bid
     to the Seller and the Committee; and

  -- the U.S. Trustee.

The Debtors propose an Auction to be governed by these
procedures:

  -- The Seller and its professionals will direct and preside
     over the Auction.

  -- At the commencement of the Auction, the Debtors will
     announce and describe the terms of the Pre-Auction
     Successful Bid, as determined, after consultation with the
     Committee.

  -- Only the Purchaser and the Qualified Bidders will be
     entitled to make any subsequent bids at the Auction.

  -- Bidding will commence at the amount of the Pre-Auction
     Successful Bid plus a minimum overbid increment of $100,000
     and will continue with successive bids in minimum
     increments of $50,000 over the immediately preceding bid.

  -- The Sellers will announce the material terms of each
     Overbid at the Auction, and will disclose its valuation of
     the total consideration offered.

  -- All Qualified Bidders will have the right to submit
     additional Overbids and make additional modifications to
     the Purchase Agreement at the Auction, provided that each
     Overbid must be made within a reasonable period of time, as
     determined by the Debtors after consultation with the
     Committee, following the announcement of the immediately
     preceding Overbid.

At the close of the Auction, the Debtors will identify which
Qualified Bidder has (i) the highest or otherwise best bid and
(ii) the next highest or otherwise best bid, all of which will be
determined by considering, among other things, the number, type
and nature of any changes to the Purchase Agreement asked by each
Qualified Bidder and the total consideration to be received by
the Seller under the terms of each Bid.

In announcing the Successful Bid and the Alternate Bid, the
Debtors will announce the material terms of each bid, the basis
for determining the total consideration offered and the resulting
calculated benefit of each bid to the Seller's estate.  After
announcing the Successful Bidder and Alternate Bidder and after
the Successful Bidder has submitted a fully executed Purchase
Agreement memorializing the terms of the Successful Bid, the
Seller will declare the Auction closed.

The Alternate Bidder will be required to keep the Alternate Bid
open, binding and irrevocable until the closing of the Sale.
However, in the event the Purchaser is the Alternate Bidder, then
the Alternate Bidder will be entitled to terminate the Purchase
Agreement and cease to keep the Alternate Bid open, binding and
irrevocable.  If for any reason the Successful Bidder fails to
consummate the transaction contemplated by the Purchase
Agreement, the Alternate Bidder will automatically be deemed to
have submitted the highest or otherwise best bid and the Debtors
will be authorized, but not required to consummate the Sale with
the Alternate Bidder without further Court order.

The Debtors further propose to entitle the Stalking Horse Bidder
to certain bid protections.  They agree that in the event a
bidder other than the Stalking Horse Bidder is deemed the
successful bidder for the PVC Additives Business, the Stalking
Horse Bidder will be provided with a $500,000 Break-Up Fee and
reimbursement of its actual out-of-pocket due diligence costs and
expenses in an amount not to exceed $750,000.

A full-text copy of the PVC Business Sale Bidding Procedures is
available for free at:

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

In sum, the Debtors ask the Court:

  (1) approve the proposed bid protections;

  (2) schedule the auction for February 22, 2010;

  (3) schedule a sale hearing for February 23, 2010, for
      consideration of the Purchase Agreement of the Debtors and
      the Successful Bidder at the Auction;

  (4) approve the form and manner of notice of the Sale, the
      Bidding Procedures, the Auction and the Sale Hearing;

  (5) approve the form and manner of notice with respect to the
      assumption and assignment of certain executory contracts
      in connection with the Sale; and

  (6) authorize them to enter into and perform under "Enhanced
      Severance Agreements" with seven U.S. employees engaged in
      the PVC Additives Business in connection with the Sale.

                      About Chemtura Corp.

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

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

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

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


CITADEL BROADCASTING: U.S. Trustee Appoints Creditors Committee
---------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, appointed on
January 12, 2010, three parties-in-interest as members to the
Official Committee of Unsecured Creditors in the Chapter 11 cases
of Citadel Broadcasting Corporation and its 49 debtor affiliates:

  (1) Wilmington Trust Company
      Rodney Square North
      1100 North Market Street
      Wilmington, DE 19890
      Attention: Suzanne MacDonald
      Tel No. (302) 636-6530
      Fax No. (302) 636-4149

  (2) The Walt Disney Company
      500 South Buena Vista Street
      Burbank, California 91521
      Attention Alec M. Lipkind, VP, Counsel
      Tel No. (212) 456-7176
      Fax No. (646) 505-6769

  (3) Broadcast Music, Inc.
      320 West 57th Street
      New York, New York 10019
      Attention: Stuart Rosen
      Tel No. (212) 830-2562
      Fax No. (212) 830-3671

Subsequently, the U.S. Trustee amended the appointment by
replacing Broadcast Music with:

      Zazove Associates LLC
      1001 Tahoe Boulevard
      Incline Village, Nevada 89451
      Attention: Christopher Cook
      Tel. No. (415) 249-1221
      Fax: (415) 362-5727

Wilmington Trust and Walt Disney are two of the largest unsecured
claimholders in the Debtors' Chapter 11 case.  Wilmington holds a
$49,163,750 claim while Walt Disney holds a $11,198,022 claim.

                    About Citadel Broadcasting

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

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

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


CITADEL BROADCASTING: Applies for OK for Kirkland as Lead Counsel
-----------------------------------------------------------------
Citadel Broadcasting Corp. and its units ask the Court for
authority to employ Kirkland & Ellis LLP as their lead bankruptcy
counsel, nunc pro tunc to the Petition Date.

Randy L. Taylor, the Debtors' senior vice president and chief
financial officer, tells the Court that K&E is well-qualified and
uniquely able to represent the Debtors in an efficient and timely
manner because it has extensive expertise in the field of
debtors' protections and creditors' rights and business
reorganizations under Chapter 11 of the Bankruptcy Code and other
insolvency laws.  Moreover, K&E is extremely familiar with the
Debtors' business and management team because it has represented
the Debtors in various matters since June 2003, he says.

As the Debtors' bankruptcy counsel, K&E will perform these
services:

  a. advising the Debtors with respect to their powers and
     duties as debtors-in-possession in the continued management
     and operation of their businesses and properties;

  b. advising and consulting on the conduct of the Chapter 11
     cases, including all of the legal and administrative
     requirements of operating in Chapter 11;

  c. attending meetings and negotiating with representatives of
     the creditors and other parties-in-interest;

  d. taking all necessary action to protect and preserve the
     Debtors' estates, including prosecuting actions on the
     Debtors' behalf, defending any action commenced against the
     Debtors and representing the Debtors' interests in
     negotiations concerning all litigation in which the Debtors
     are involved in, including objections to claims filed
     against the Debtors' estates;

  e. preparing all pleadings, including motions, applications,
     answers, orders, reports and papers necessary or otherwise
     beneficial to the administration of their estates;

  f. representing the Debtors in connection with obtaining
     postpetition financing;

  g. advising the Debtors in connection with any potential sale
     of assets;

  h. appearing before the Court and any appellate courts to
     represent the interests of the Debtors' estates before
     those courts;

  i. consulting with the Debtors regarding tax matters;

  j. taking any necessary action on behalf of the Debtors to
     negotiate, prepare on behalf of the Debtors and obtain
     approval of a Chapter 11 plan and all related documents;
     and

  k. performing all other necessary or otherwise beneficial
     legal services for the Debtors in connection with the
     prosecution of the Chapter 11 cases, including (i)
     analyzing the Debtors' leases and contracts and their
     assumptions, rejections or assignments; (ii) analyzing the
     validity of liens against the Debtors; (iii) advising the
     Debtors on corporate and litigation matters; and (iv)
     advising the Debtors with respect to certain bankruptcy-
     related securities and corporate formation and governance
     matters.

The Debtors will pay K&E on an hourly basis.  K&E's current
hourly rates are:

     Partners                   $580 to $995
     Of Counsel                 $435 to $995
     Associates                 $340 to $370
     Paraprofessionals          $135 to $285

These professionals are presently expected to have primary
responsibility for providing services to the Debtors:

     Professional                Hourly Rate
     ------------                -----------
     Jonathan S. Henes                  $895
     Joshua A. Sussberg                 $660
     Sarah Hiltz Seewer                 $640

In addition, the Debtors will reimburse K&E's necessary out-of-
pocket expenses.

Jonathan S. Henes, Esq., a partner at K&E, assures the Court that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                    About Citadel Broadcasting

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

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

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


CITADEL BROADCASTING: Seeks Nod for $200,000 in Bonus Payments
--------------------------------------------------------------
Citadel Broadcasting Corp. and its units previously obtained
interim approval from the Bankruptcy Court to pay prepetition
wages and benefits of their employees.  The Debtors now want
approval to make approximately $200,000 in prepetition
supplemental bonus payments and the authority to pay prepetition
amounts that are owing to producers of certain programming that is
essential to the Debtors' generation of revenues and operational
success.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
notes that the approximate amount of the Programming Obligations
that the Debtors seek to pay is $250,000 while the Supplemental
Bonus Payments will not exceed $10,950 per individual.

The Debtors are asking the Court for authority to pay the
Supplemental Bonus Payments to approximately 60 Employees.

Mr. Henes notes that the Supplemental Bonus Payments are due to
non-insider employees for bonuses that were earned during
prepetition periods but that were based on performance that could
not be finally measured until after the Petition Date.  These
arose under the bonus programs that the Debtors have maintained
in the ordinary course of business.

Mr. Henes contends that payment of the Additional Obligations is
not only important to the Debtors' day-to-day operations, but
also necessary to ensure that the value of the Debtors on a going
concern basis is preserved through the pendency of their Chapter
11 cases.

                    About Citadel Broadcasting

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

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

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


COLONIAL BANCGROUP: FDIC Wants Hearing on Cash Dispute Pushed Back
------------------------------------------------------------------
The Federal Deposit Insurance Corp., as receiver for Colonial
Bank, Montgomery, Alabama, has filed an emergency motion to delay
a hearing into a $38 million battle with The Colonial BancGroup
Inc., saying it needs more time to put together a response.

The Colonial BancGroup filed a summary judgment motion on
January 11.  Under the current schedule, the FDIC would be
required to send a response by January 21.

The parties' dispute stem from a September 18, 2009 motion filed
by the Debtor for authority to use cash collateral, which in
effect sought the immediate turnover of the balances held in
certain alleged deposit accounts totaling $38 million.  The FDIC-
Receiver objected to the Debtor's "emergency" cash collateral
motion on numerous grounds.  The FDIC also filed a lift stay
request to allow it to exercise its setoff rights with respect to
the alleged account balances.  Among other claims giving rise to
setoff, the FDIC-Receiver identified an uncured capital
maintenance commitment owed by the Debtor of at least $1 billion
that the Debtor was required to assume and cure as a condition to
obtaining protection under chapter 11 of the Bankruptcy Code.
The Debtor has commenced an adversary proceeding against the FDIC-
Receiver in which it asserts that its own capital maintenance
commitment was a fraudulent transfer.

                   About The Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc.
(NYSE: CNB) was holding company to Colonial Bank, N.A, its
banking subsidiary.  Colonial bank -- http://www.colonialbank.com/
-- operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On August 14, 2009,
Colonial Bank was seized by regulators and the Federal Deposit
Insurance Corporation was named receiver.  The FDIC sold most of
the assets to Branch Banking and Trust, Winston-Salem, North
Carolina.  BB&T acquired $22 billion in assets and assumed
$20 billion in deposits of the Bank.

Colonial BancGroup filed for Chapter 11 bankruptcy protection on
August 25, 2009 (Bankr. M.D. Ala. Case No. 09-32303).  W. Clark
Watson, Esq., at Balch & Bingham LLP and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, assist the Company in
its restructuring effort.  The Company listed $45,000,000 in
assets and $380,000,000 in debts in its bankruptcy filing.


COLUMBIAN CO: Committee Gives OK on Reorganization Plan
-------------------------------------------------------
The Official Committee of Unsecured Creditors formed in The
Columbian Publishing Co.'s bankruptcy case is now supporting a
reorganization plan sponsored by management.  The Columbian
reports that the approval by the creditors of the plan is another
step in the Company's attempt to exit from Chapter 11 protection.

Under the Plan, Bank of America N.A., the secured creditor owed
$15.5 million, would receive a new $9 million secured note plus a
$7 million note currently owing to Columbian by an affiliate.
The note is worth as much as $6.5 million.  General unsecured
creditors are to participate in recoveries by a trust, Bloomberg
reported, according to the Troubled Company Reporter on Sept. 11,
2009.

The Columbian Publishing is a family owned company that operates
The Columbian newspaper, which serves Clark County and other parts
of southwest Washington.  It also runs the Web site
http://www.columbian.com/

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on May 1, 2009 (Bankr. W.D. D.C. Case No. 09-43133).
Albert N. Kennedy, Esq., at Tonkon Torp LLP, assists the Debtors
in their restructuring efforts.  Columbian Publishing listed
$1,000,001 to $10,000,000 in assets and $10,000,001 to $50,000,000
debts.


CRABTREE & EVELYN: Court Confirms Plan of Reorganization
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has confirmed Crabtree & Evelyn, Ltd.'s first amended plan of
reorganization (as modified, the Plan).  The Company anticipates
that it will emerge from bankruptcy by the end of January 2010.
Since the recent economic downturn, numerous U.S. retailers have
filed for bankruptcy protection and only a small number of these
companies have successfully reorganized.  Crabtree & Evelyn is now
one of those select few.

In conjunction with the Plan, upon emergence, Crabtree & Evelyn
expects to close on a $26.3 million exit loan from its parent
company, Kuala Lumpur Kepong Berhad.  The exit financing will
provide sufficient cash to make all payments under the Plan and
pay amounts necessary to continue implementing Crabtree & Evelyn's
new strategic business plan.

The Company has already realized many of the benefits of
implementing its new business plan, including right-sizing its
retail footprint by exiting 35 of its retail locations and
focusing on its remaining 91 retail locations.  It has also
launched a new ecommerce platform, at www.crabtree-evelyn.com,
which allows customers to purchase all of the Crabtree & Evelyn
products they have come to love with greater ease.  In addition,
Crabtree & Evelyn recently introduced its new Citron Honey &
Coriander Hand Therapy Collection of naturally based hand creams,
cleansers, and treatments that reinforces its leadership in the
ever-growing hand care category, and is re-launching its popular
accessories program to complement its core offering.

"We are extremely excited about confirmation of the Plan and the
fresh start we have received from our short stay in bankruptcy.
The bankruptcy process has allowed us to focus on a smaller
footprint of retail stores, making each one of them a distinctive
experience for our customers," said Stephen W. Bestwick, Acting
President who has been with the Company for over 20 years.
"Crabtree & Evelyn's successful reorganization is a testament to
our outstanding partnerships with our customers, employees,
vendors and landlords, and we appreciate their hard work and
dedication to the Company throughout this process."

"As a consumer centric organization, our goal is to make the
shopping experience enjoyable and rewarding," said Alan Landau, a
ten-year veteran of Johnson & Johnson who joined Crabtree & Evelyn
in June as Senior Vice President of Sales and Marketing.  "We have
successfully refined the customer shopping experience through
extensive employee retraining, a clarified merchandising strategy
and focused loyalty program."

In the coming months, Crabtree & Evelyn looks forward to executing
its long-term strategic business plan, including enhancing its
product assortment, expanding its wholesale business division, and
further refining the consumer shopping experience.

Crabtree & Evelyn was represented by Cooley Godward Kronish LLP
attorneys Lawrence C. Gottlieb, Jeffrey L. Cohen and Richelle
Kalnit.  Clear Thinking Group LLC served as Crabtree & EvelynÆ’?Ts
financial advisors and KPMG Corporate Finance LLC served as real
estate advisors.

                    About Crabtree & Evelyn

A pioneer in botanical formulations for over 35 years, Crabtree &
Evelyn -- http://www.crabtree-evelyn.com-- blends the very best
of nature and science, tradition and innovation, to create
benefit-rich bath, body and home care.  This heritage is reflected
in its name: Crabtree, from the crabapple tree, the original
species from which all cultivated apple trees have derived, and
Evelyn from John Evelyn, the 17th century renaissance Englishman,
who wrote one of the first important works on conservation.

The Company currently services approximately 3,000 wholesale
accounts and operates 91 retail stores and an e-commerce site.
Other distribution channels include hotel amenities.

Crabtree & Evelyn is available online and in more than 40
countries, with approximately 6,000 wholesale accounts and 500
retail locations worldwide.


DECODE GENETICS: US Fights Asset Sale Due to Security Risks
-----------------------------------------------------------
Law360 reports that the U.S. government has balked at deCode
Genetics Inc.'s proposed asset sale to stalking horse bidder and
debtor-in-possession financier Saga Investments LLC, saying the
government must protect its interests in the security-sensitive
areas of research and development.

Under a stalking horse agreement, Saga Investments, a Delaware
limited liability company formed by Polaris Venture Partners and
ARCH Venture Partners, will acquire key assets of the Debtor for
$11 million in cash plus additional consideration.

                        About deCode Genetics

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

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

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


DELPHI FINANCIAL: Fitch Downgrades Ratings on Junior Notes to 'BB'
------------------------------------------------------------------
Fitch Ratings assigns a 'BBB-' rating to the $250 million senior
debt offering of Delphi Financial Group, Inc., due 2020.  In
addition, Fitch has affirmed DFG's Issuer Default Rating at 'BBB'
as well as the senior debt at 'BBB-'.  Fitch has downgraded DFG's
junior subordinated notes rating to 'BB' from 'BB+' to reflect
Fitch's previously announced revision in criteria for hybrid
securities.

In addition, Fitch affirmed the 'A-' Insurer Financial Strength
ratings on DFG's Reliance Standard Life Insurance Company, First
Reliance Standard Life Insurance Company, and Safety National
Casualty Corporation subsidiaries.  The Rating Outlook is
Negative.  A complete listing of ratings follows at the end of
this release.

Following the issuance of DFG's $250 million of senior unsecured
notes and the pay down of outstanding bank debt, DFG's pro forma
equity-adjusted financial leverage was 21.5% at Sept. 30, 2009.
Fitch estimates DFG's operating earnings based interest coverage
to be 3.9 times.

The ratings continue to be supported by DFG's profitability across
business lines, demonstrated financial flexibility and a stable
liability profile.

Fitch remains concerned over residential mortgage-backed
securities and asset-backed securities held primarily at RSL that
include some exposure to highly subordinated tranches.  These
structured securities are expected to report additional losses
that would adversely affect capitalization, explaining Fitch's
Negative Outlook.  Resolution of the Negative Rating Outlook rests
on DFG's ability to return to a higher level of operating
profitability, mitigating the risks in the company's RMBS and ABS
portfolio.

Statutory surplus at both RSL and SNCC increased during 2009 and
is seen as appropriate for the rating category.  At RSL, operating
earnings were offset by investment asset impairments,
necessitating capital infusions of $35 million in June 2009 and
$40 million in September 2009.  DFG reported statutory total
adjusted capital for the life companies of $602 million as of
Sept. 30, 2009, up greater than 10% from year-end 2008.  At SNCC,
operating earnings and unwinding of unrealized investment losses
contributed to the 16% increase in statutory surplus to
$618 million at the close of the third quarter of 2009.

GAAP profitability at DFG in 2009 rebounded from a weak 2008 due
to improved investment results.  Annualized return on common
equity was 10% as of Sept. 30, 2009, up significantly from a
modest 3.7% in 2008.  Both RSL and SNCC reported solid earnings
during the first nine months of 2009, showing little affect from
the difficult economic conditions.  DFG completed equity offerings
in April and August 2009 raising $121 million in net proceeds.
Proceeds were used to contribute capital to RSL during the year.
With the remainder held in cash and liquid securities at the
holding company.  DFG's reported equity increased by $513 million
or 62% to $1.3 billion due primarily to unwinding of unrealized
losses on its investment portfolio, equity raise, and operating
profits.

Fitch downgraded the junior subordinated notes as part of a
reevaluation of the risk inherent in hybrid securities announced
on Dec. 29, 2009.  Specifically, the new criteria explicitly
factors deferral risk into the notching of hybrid securities.
Fitch expects to complete its analysis and public rating actions
on all insurance hybrids by the end of January.

Fitch has assigned this rating:

Delphi Financial Group, Inc.

  -- Senior notes due 2020 'BBB-'.

Fitch has downgraded this rating:

Delphi Financial Group, Inc.

  -- 7.376% junior subordinated notes due 2067 to 'BB' from 'BB+'.

Fitch has affirmed these ratings with a Negative Outlook:

Delphi Financial Group, Inc.

  -- Issuer Default Rating at 'BBB';
  -- 8% senior notes due 2033 at 'BBB-'.

Reliance Standard Life Insurance Co.

  -- Issuer Financial Strength at 'A-'.

First Reliance Standard Life Insurance Co.

  -- IFS at 'A-'.

Safety National Casualty Corp.

  -- IFS at 'A-'.


DUNKIN'S DIAMONDS: Creditors Benefit From Professional Fee Cuts
---------------------------------------------------------------
WestLaw reports that the 10% reduction, totaling $7,482.60, in
professional fees of the local co-counsel for the unsecured
creditors committee in jointly administered Chapter 11 cases that
resulted from an agreement between the local co-counsel and the
United States Trustee resolving the U.S. Trustee's fee objections
properly inured to the benefit of the general unsecured creditors
in the cases, rather than the debtors' principal.  Had co-counsel
been awarded the requested compensation in full, it would have
been paid under the terms of the confirmed plan before the
principal received any distribution.  Given the conclusion that
the co-counsel's professional compensation was due to receive "a
bankruptcy haircut," the bankruptcy court said, the "clippings"
fell down to the classes of claims.  In re Dunkin's Diamonds,
Inc., --- B.R. ----, 2009 WL 4843264 (Bankr. M.D. Fla.) (Paskay,
J.).

Dunkin's Diamonds, Inc., Dunkin's Diamonds of Ohio, Inc., Dunkin's
Diamonds & Gold of Newark, Inc., Dunkin's Management of Port
Charlotte, Inc., Chavis and Dunkin's Management, L.L.C., and
Dunkin's Diamonds by Lenny, Inc., filed chapter 11 petitions
(Bankr. M.D. Fla. Case Nos. 08-17613 through 08-17618) on Nov. 6,
2008, and the Debtors obtained confirmation of their Joint Plan of
Reorganization on Aug. 5, 2009.  Stephen R. Leslie, Esq., at
Stichter, Riedel, Blain & Prosser, P.A., in Tampa, represents the
Debtors.  Ian Winters, Esq., at Klestadt & Winters, L.L.P., in New
York, and Heather L. Yonke, Esq., at Genovese, Joblove & Battista,
P.A., in Miami, represent the Official Committee of Unsecured
Creditors.


DUNKIN'S DIAMONDS: Financial Advisor Agrees to Cut Fees by 10%
--------------------------------------------------------------
WestLaw reports that an agreement between the financial advisor
for an unsecured creditors committee in jointly administered
Chapter 11 cases and the United States Trustee, pursuant to which
the financial advisor agreed to reduce his overall professional
compensation request by 10%, or $3,228.75, reasonably addressed
the concerns of duplication of services raised by the U.S. Trustee
and the debtors' principal.  Those concerns were based upon the
presence of multiple attendees on the behalf of the financial
advisor at a committee meeting.  In re Dunkin's Diamonds, Inc., --
- B.R. ----, 2009 WL 4843271 (Bankr. M.D. Fla.) (Paskay, J.).

Dunkin's Diamonds, Inc., Dunkin's Diamonds of Ohio, Inc., Dunkin's
Diamonds & Gold of Newark, Inc., Dunkin's Management of Port
Charlotte, Inc., Chavis and Dunkin's Management, L.L.C., and
Dunkin's Diamonds by Lenny, Inc., filed chapter 11 petitions
(Bankr. M.D. Fla. Case Nos. 08-17613 through 08-17618) on Nov. 6,
2008, and the Debtors obtained confirmation of their Joint Plan of
Reorganization on Aug. 5, 2009.  Stephen R. Leslie, Esq., at
Stichter, Riedel, Blain & Prosser, P.A., in Tampa, represents the
Debtors.  Ian Winters, Esq., at Klestadt & Winters, L.L.P., in New
York, and Heather L. Yonke, Esq., at Genovese, Joblove & Battista,
P.A., in Miami, represent the Official Committee of Unsecured
Creditors.


DUNKIN'S DIAMONDS: Judge Paskay Trims N.Y. Counsel's Fees
---------------------------------------------------------
WestLaw reports that an additional reduction in the requested
compensation of out-of-state co-counsel for the unsecured
creditors committee in jointly administered Chapter 11 cases was
warranted beyond the reductions in the amount of $13,941.74,
including a 10% overall reduction, that were agreed to by co-
counsel and the United States Trustee to resolve the U.S.
Trustee's fee objections.  This additional reduction, in the
amount of the hours billed by co-counsel for the time that he
spent drafting, reviewing, and preparing the fee application,
totaled $2,604.  The reductions addressed co-counsel's
presentation of, and failure to correct, a fee application that
contained a $6,160 duplicate time entry, as well as objections
based on duplicate time entries and the duplication of services
provided by out-of-state and local co-counsel.  In re Dunkin's
Diamonds, Inc., --- B.R. ----, 2009 WL 4842842 (Bankr. M.D. Fla.)
(Paskay, J.).

Dunkin's Diamonds, Inc., Dunkin's Diamonds of Ohio, Inc., Dunkin's
Diamonds & Gold of Newark, Inc., Dunkin's Management of Port
Charlotte, Inc., Chavis and Dunkin's Management, L.L.C., and
Dunkin's Diamonds by Lenny, Inc., filed chapter 11 petitions
(Bankr. M.D. Fla. Case Nos. 08-17613 through 08-17618) on Nov. 6,
2008, and the Debtors obtained confirmation of their Joint Plan of
Reorganization on Aug. 5, 2009.  Stephen R. Leslie, Esq., at
Stichter, Riedel, Blain & Prosser, P.A., in Tampa, represents the
Debtors.  Ian Winters, Esq., at Klestadt & Winters, L.L.P., in New
York, and Heather L. Yonke, Esq., at Genovese, Joblove & Battista,
P.A., in Miami, represent the Official Committee of Unsecured
Creditors.


EXTENDED STAY: Paulson, Centerbridge Pledge $400MM Investment
-------------------------------------------------------------
Daily Bankruptcy Review reports Extended Stay Inc. says Paulson &
Co. and Centerbridge Partners LP have tentatively agreed to
provide the Debtor with a $400 million cash infusion to fund its
exit from bankruptcy protection.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada. As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

For the year ending December 31, 2008, Extended Stay's audited
financial statements show consolidated assets (including nondebtor
affiliates) totaling approximately $7.1 billion and consolidated
liabilities totaling approximately $7.6 billion.  Consolidated
revenues for the 12 months ending December 31, 2008 were
approximately $1 billion.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


FIRST PHYSICIANS: September 30 Balance Sheet Upside-Down by $9 MM
-----------------------------------------------------------------
First Physicians Capital Group, Inc.'s consolidated balance sheets
at September 30, 2009, showed $29.5 million in total assets,
$24.9 million in total liabilities, $1.1 million in minority
interest, $191,000 in non-redeemable preferred stock, and
$12.3 million in total redeemable preferred stock, resulting in a
$9.0 million stockholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $10.6 million in total current
assets available to pay $12.4 million in total current
liabilities.

The Company reported a net loss of $10.0 million on revenues of
$39.1 million for the fiscal year ended September 30, 2009,
compared to a net loss of $4.2 million on revenue of $29.6 million
for the prior fiscal year.

Revenue in the fiscal year ended September 30, 2009, increased
32.1%, primarily due to increased revenues generated by Southern
Plains Medical Center ("SPMC").

The Company had an operating loss in the fiscal year ended
September 30, 2009, of $7.5 million compared to an operating loss
of $5.0 million in the fiscal year ended September 30, 2008, or an
increase of 50.0%.

The net loss increased as a result of costs associated with the
RHA Acquisition and the integration and operation of the RHA
Healthcare Operations.

The acquisition of Rural Hospital Acquisition, LLC ("RHA") and the
subsequent acquisition of SPMC by RHA are referred to collectively
as the "RHA Acquisition," and the three RHA hospitals, the medical
clinic, ancillary support services units and SPMC are referred to
collectively as the "RHA Healthcare Operations."

RHA owns and operates three critical access hospitals, one medical
clinic and an ancillary support services unit, all focused on the
delivery of healthcare services to rural communities in Oklahoma.

A full-text copy of the Company's annual report on Form 10-K is
available for free at http://researcharchives.com/t/s?4d66

                 Liquidity and Capital Resources

Cash and cash equivalents totaled $2.3 million as of September 30,
2009, compared with $3.0 million as of September 30, 2008
.
At September 30, 2009, the Company had a working capital deficit
of $1.8 million and a stockholders' deficit of $9.0 million, as
compared to a working capital of $2.9 million and a stockholders'
deficit of $4.4 million at September 30, 2008.

The Company has long-term liabilities of $12.4 million as of
September 30, 2009, as compared to long-term debt of $1.1 million
as of September 30, 2008.  To date, the Company has financed its
operations primarily through sales of preferred equity, issuance
of promissory notes, cash from operations and cash generated from
the disposal of its interest in Vsource Asia.

Net cash used in operating activities totaled $3.5 million in the
fiscal year ended September 30, 2009, compared with $5.5 million
in the fiscal year ended September 30, 2008.

Net cash used by investing activities in the fiscal year ended
September 30, 2009, was $4.3 million, compared to $2.0 million in
the fiscal year ended September 30, 2008.  The net cash used by
investing in the fiscal year ended September 30, 2009, was
primarily due to the purchase of real property for the Company's
hospital located in Stroud, Oklahoma and the acquisition of the
remaining membership units in RHA, which the Company did not
previously own.  The net cash used by investing in the fiscal year
ended September 30, 2008, resulted primarily from the RHA
Acquisition and the acquisition of SPMC by RHA.

Net cash provided by financing activities was $7.2 million in the
fiscal year ended September 30, 2009, compared with $9.7 million
in the fiscal year ended September 30, 2008.

                      About First Physicians

Based in Beverly Hills, Calif., First Physicians Capital Group,
Inc. --  http://www.firstphysicianscapitalgroup.com/-- invets in
and provides financial and managerial services to physicians,
physicians groups, and healthcare delivery centers in rural and
suburban markets in the U.S.


FLEETWOOD ENTERPRISES: Plan Exclusivity Extended to April 5
-----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Fleetwood Enterprises
Inc. received an April 5 extension of its exclusive period to file
a Chapter 11 plan.  It said that it's near agreement with
creditors on a consensual plan.

Based in Riverside, California, Fleetwood was the second largest
manufactured housing makers in the U.S. and the largest
manufacturer of recreational vehicles over 30 feet in length.

Fleetwood Enterprises listed assets of $560 million against debt
totaling $624 million in its bankruptcy petition.  Fleetwood
Enterprises, together with 19 of affiliates, filed for Chapter 11
protection on March 10, 2009 (Bankr. C. D. Calif. Lead Case No.
09-14254).  Craig Millet, Esq., and Solmaz Kraus, Esq., at Gibson,
Dunn & Crutcher LLP, represent the Debtors in their restructuring
efforts.  FTI Consulting Inc. is the financial advisors to the
Debtors.  The Debtors tapped Greenhill & Co. LLC as its investment
banker.

Fleetwood sold its RV business in June 2009 for $53 million to
private-equity investor American Industrial Partners and was
authorized in August to sell the manufactured housing operations
for $26.6 million in cash to Cavco Industries Inc.


FOOTHILLS TEXAS: Wants to Extend DIP Credit Pact with Regiment
--------------------------------------------------------------
Foothills Texas, Inc., et al., have sought authority from the U.S.
Bankruptcy Court for the District of Delaware to extend their
existing DIP Credit Agreement with Regiment Capital Special
Situations Fund III, L.P., for a debtor-in-possession facility and
to use the cash collateral.

Norman L. Pernick, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., and Charles R. Gibbs, Esq., at Akin Gumpstrauss
Hauer & Feld LLP -- the attorneys for the Debtors -- explains that
the Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.

In February 2009, the Debtors sought and secured interim approval
to incur post-petition secured indebtedness, granting security
interests and superpriority claims, approving use of cash
collateral, and scheduling final hearing.  The Debtors secured the
Court's final approval in March 2009.  The Debtors were allowed to
enter into DIP Agreement that provided, among other things:
$2.5 million, with $1.6 million upon entry of the interim order,
and the remaining $900,000 to upon entry of the final order.  The
maturity date was on May 19, 2009.  The DIP facility would incur
interest at 12% per annum, and that the proceeds of the Original
DIP Facility would be available solely for costs and expenses in
connection with the Original DIP Facility, the Loan Documents, and
the Budget.  The DIP Lender was granted an allowed superpriority
administrative expense claim against each Debtor, as well as
valid, enforceable, and perfected first-priority liens in the
collateral.

On May 1, 2009, the Debtors sought and secured approval from the
Court to extend the DIP Facility, with an August 19, 2009 maturity
date.  On July 24, 2009, the Debtors were allowed by the Court to
further extend the DIP Facility, with a November 30, 2009 maturity
date.

On November 24, 2009, the DIP Facility was further extended, with
a January 31, 2010 maturity date.

The Debtors has sought to enter into the extended DIP Facility
which, among other things, extends the maturity date from
January 31, 2010, until March 31, 2010.  The terms and conditions
of the extended DIP Facility will be substantially identical to
the existing DIP Facility.

The Debtors has asked for the Court's permission to grant priming
liens and superpriority claims to the DIP Lender on the same
priority and security as set forth in the DIP Order, and to grant
superpriority claims and security interests as provided in the DIP
Order, with respect to any diminution in the value of their
interests in the pre-petition collateral.

A copy of the Fourth Amendment to the DIP Credit Agreement is
available for free at:

    http://bankrupt.com/misc/FOOTHILLS_TEXAS_4thDIPpact.pdf

Messrs. Pernick and Gibbs explains that the Debtors also need to
continue using cash collateral to provide additional liquidity.
In exchange for use of cash collateral, the pre-petition lenders,
pre-petition agent N.A., Wells Fargo Foothill, LLC, and Wells
Fargo Bank got valid, perfected, replacement liens on all of the
collateral to the extent of any diminution in the value of the
pre-petition collateral, as well as superpriority administrative
expense claims.

Foothills Texas, Inc. -- http://www.foothills-resources.com/--
and its affiliates are independent energy companies engaged in the
acquisition, exploration, exploitation and development of oil and
natural gas properties.

Foothills Texas sought protection under Chapter 11 (Bankr. D. Del.
Case No. 09-10452) on February 11, 2009.  Charles R. Gibbs, Esq.,
David F. Staber, Esq., and Sarah Link Schultz, Esq., at Akin Gump
Strauss Hauer & Feld, LLP, in Dallas, Tex., and Norman L. Pernick,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Wilmington,
Del., represent the Debtor.  In its Chapter 11 petition, the
Debtor disclosed $89.5 million in assets and $78.8 million in
liabilities, of which $71.2 million is owed to secured lenders.
Regiment Capital Special Situations Fund III LP provided
$2.5 million of postpetition financing.


FOUNTAIN VILLAGE: Asks for Court OK to Extend Cash Collateral Use
-----------------------------------------------------------------
Fountain Village Development seeks authority from the U.S.
Bankruptcy Court for the District of Oregon to continue using
First Independent Bank's cash collateral.

As reported by the TCR on December 30, 2009, the Court authorized,
on an interim basis, the Company to use cash collateral in which
M&T Real Estate Trust, a Maryland real estate trust, claims a
security interest; and grant adequate protection to M&T.  The
Debtor would use the cash collateral to fund its business
operations postpetition.

Prepetition, the Debtor entered into various loan and security
agreements with lenders pertaining to its various properties.  The
lenders consist of M&T Real Estate Trust, First Independent Bank,
Telesis Community Credit Union, Fairway America, LLC, Sam and
Michelle pishue, Wells Fargo Bank, National Association, HMS
Investment Co., Inc., and Riverview community Bank.

As adequate protection for any postpetition diminution in value of
its collateral, M&T was granted a lien on and security interest in
Debtor's property and revenue therefrom in which M&T holds a valid
and enforceable prepetition lien and security interest and that is
acquired or generated postpetition.  As additional adequate
protection, the Debtor would keep the cash proceeds generated from
the collateral securing the debt of M&T in a segregated account
and make payments from collected funds from the account.

The Debtor's use of cash collateral may be continued on an interim
basis by mutual consent of the Debtor and First Independent,
subject to approval of the Court.  First Independent consents to
the use by Debtor of First Independent's cash collateral pursuant
to the Interim Order until the earlier of (a) March 31, 2010, (b)
conclusion of a final hearing on the use of cash collateral, or
(c) entry of an order granting First Independent relief from
automatic stay (but then only as to the building and rents on
which relief is granted).

First Independent Bank is represented by John Casey Mills at
Miller Nash, LLP.

Portland, Oregon-based Fountain Village Development, a general
partnership, aka Fountain Village Development Co, owns, develops,
operates, manages, and/or leases 20 buildings in Portland,
Hillsboro, and Gearhart, Oregon.  The Company has filed for
Chapter 11 bankruptcy protection on November 20, 2009 (Bankr. D.
Ore. Case No. 09-39718).  Albert N. Kennedy, Esq., and Ava L.
Schoen, Esq., who have offices in Portland, Oregon, assist 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.


GARY DERUSSO: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Gary A. DeRusso
        40 Hyspot Road
        Greenfield, NY 12833

Bankruptcy Case No.: 10-10054

Chapter 11 Petition Date: January 11, 2010

Court: United States Bankruptcy Court
       Northern District of New York (Albany)

Judge: Chief Judge Robert E. Littlefield Jr.

Debtor's Counsel: Christian H. Dribusch, Esq.
                  Patroon Building, 5 Clinton Square
                  Albany, NY 12207
                  Tel: (518) 436-1662
                  Fax: (518) 432-1996
                  Email: cdribusch@nycap.rr.com

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

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

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

The petition was signed by Mr. DeRusso.


GENCORP INC: Scott Neish Steps Down as Interim Pres. & CEO
----------------------------------------------------------
GenCorp Inc. said J. Scott Neish resigned from his positions as
interim president and interim chief executive officer of GenCorp.
and president of Aerojet-General Corporation.

The Company entered into an employment agreement with Scott
Seymour to serve as the Company's President and Chief Executive
Officer. Mr. Seymour will also serve as President, Aerojet-General
Corporation.

Mr. Seymour has been a consultant to Northrop Grumman Corporation,
a global defense and technology company, since March 2008.  Mr.
Seymour joined Northrop in 1983.  Prior to becoming a consultant,
Mr. Seymour most recently served as Corporate Vice President and
President of Integrated Systems Sector of Northrop from 2002 until
March 2008.   Mr. Seymour also served as Vice President, Air
Combat Systems, Vice President and B-2 Program Manager and Vice
President, Palmdale Operations, of Northrop, from 1998 to 2001,
1996 to 1998 and 1993 to 1996, respectively.  Prior to joining
Northrop, Mr. Seymour was involved in the manufacture and flight-
testing of F-14A, EF-111A and F/A-18A aircraft for each of Grumman
Aerospace Corporation and McDonnell Aircraft Company.

In addition, the Board of Directors of the Company authorized an
increase in the size of the Board to eight members and elected Mr.
Seymour to serve as a director to fill the vacancy created by the
increase in the size of the Board until the next annual meeting of
shareholders when he, or his successor, is elected and qualified.

                           About GenCorp

GenCorp Inc. manufactures aerospace and defense systems, with a
separate real estate segment.  GenCorp's Aerospace and Defense
segment includes the operations of Aerojet-General Corporation,
which develops and manufactures propulsion systems for defense and
space applications, armament systems for precision tactical weapon
systems and munitions applications.

GenCorp's Real Estate segment includes activities related to the
entitlement, sale, and leasing of excess real estate assets.
GenCorp owns 12,200 acres of land adjacent to U.S. Highway 50
between Rancho Cordova and Folsom, California, east of Sacramento.
GenCorp also owns 580 acres in Chino Hills, California.

                          *     *     *

GenCorp carries Standard & Poor's Ratings Services' 'CCC+'
corporate credit rating and Moody's Investors Service's 'B3'
Corporate Family Rating and 'Caa1' Probability of Default Rating.


GENERAL GROWTH: 132 Entities Exit Chapter 11
--------------------------------------------
One-hundred thirty-two affiliates of General Growth Properties,
Inc., emerged from Chapter 11 protection on December 30, and 31,
2009, and January 8, 2010.

Ninety-seven Plan Debtors that emerged from bankruptcy as of
December 30, 2009, are:

* 1160/1180 Town Center Drive, LLC
* Augusta Mall Anchor Acquisition, LLC
* Augusta Mall Anchor Holding, LLC
* Augusta Mall Holding, LLC
* Augusta Mall, LLC
* Baltimore Center Associates Limited Partnership
* Baltimore Center Garage Limited Partnership
* Baltimore Center, LLC
* Boise Mall, LLC
* Capital Mall L.L.C.
* Capital Mall, Inc.
* Chapel Hills Mall L.L.C.
* Chattanooga Mall, Inc.
* Chico Mall L.L.C.
* Chico Mall, L.P.
* DK Burlington Town Center LLC
* Franklin Park Mall Company, LLC
* Franklin Park Mall, LLC
* GGP-Burlington L.L.C.
* GGP-Canal Shoppes L.L.C.
* GGP-Gateway Mall L.L.C.
* GGP-Gateway Mall, Inc.
* GGP-Glenbrook Holding L.L.C.
* GGP-Glenbrook L.L.C.
* GGP-Grandville II L.L.C.
* GGP-Grandville L.L.C.
* GGP-Maine Mall Holding L.L.C.
* GGP-Maine Mall L.L.C.
* GGP-Maine Mall Land L.L.C.
* GGP-Newgate Mall, LLC
* GGP-Pecanland II, L.P.
* GGP-Pecanland, Inc.
* GGP-Pecanland, L.P.
* Grand Canal Shops II, LLC
* Grandville Mall II, Inc.
* Grandville Mall, Inc.
* Greenwood Mall L.L.C.
* Greenwood Mall Land, LLC
* Greenwood Mall, Inc.
* Harbor Place Associates Limited Partnership
* Harborplace Borrower, LLC
* Hickory Ridge Village Center, Inc.
* Hocker Oxmoor Partners, LLC
* Hocker Oxmoor, LLC
* Howard Hughes Properties IV, LLC
* Howard Hughes Properties V, LLC
* Kalamazoo Mall L.L.C.
* Kalamazoo Mall, Inc.
* Lakeside Mall Holding, LLC
* Lakeside Mall Property, LLC
* Land Trust No. 89433
* Land Trust No. 89434
* Land Trust No. FHB-TRES 200602
* Lynnhaven Holding L.L.C.
* Lynnhaven Mall L.L.C.
* Mall St. Vincent, Inc.
* Mall St. Vincent, L.P.
* MSAB Holdings L.L.C.
* MSAB Holdings, Inc.
* Northgate Mall L.L.C.
* PDC-Eastridge Mall L.L.C.
* PDC-Red Cliffs Mall L.L.C.
* Peachtree Mall L.L.C.
* Pine Ridge Mall L.L.C.
* Ridgedale Center, LLC
* Rogue Valley Mall Holding L.L.C.
* Rogue Valley Mall L.L.C.
* Rouse Ridgedale Holding, LLC
* Rouse Ridgedale, LLC
* Rouse Southland, LLC
* Southland Center Holding, LLC
* Southland Center, LLC
* St. Cloud Land L.L.C.
* St. Cloud Mall Holding L.L.C.
* St. Cloud Mall L.L.C.
* The Burlington Town Center LLC
* The Rouse Company of Michigan, LLC
* The Rouse Company of Minnesota, LLC
* The Woodlands Mall Associates, LLC
* Three Rivers Mall L.L.C.
* Three Willow Company, LLC
* Town East Mall, LLC
* TRC Willow, LLC
* TV Investment, LLC
* U.K.-American Properties, Inc.
* Valley Hills Mall L.L.C.
* Valley Hills Mall, Inc.
* Victoria Ward Center L.L.C.
* Victoria Ward Entertainment Center, L.L.C.
* Victoria Ward Services, Inc.
* Vista Ridge Mall, LLC
* VW Condominium Development, LLC
* Ward Gateway-Industrial-Village, LLC
* Weeping Willow RNA, LLC
* Willow SPE, LLC
* Willowbrook II, LLC
* Willowbrook Mall, LLC

Sixteen Plan Debtors that emerged from Chapter 11 protection as of
December 31, 2009, are:

* Bakersfield Mall LLC
* Bakersfield Mall, Inc.
* Faneuil Hall Marketplace, LLC
* Fashion Place Anchor Acquisition, LLC
* Fashion Place, LLC
* GGP General II, Inc.
* GGP-Tucson Mall L.L.C.
* Ho Retail Properties II Limited Partnership
* RASCAP Realty, Ltd.
* RS Properties Inc.
* Saint Louis Galleria Holding L.L.C.
* Saint Louis Galleria L.L.C.
* Tucson Anchor Acquisition, LLC
* Valley Plaza Anchor Acquisition, LLC
* Visalia Mall L.L.C.
* Visalia Mall, L.P.

Nineteen Plan Debtors that emerged from Chapter 11 protection on
January 8, 2010, are:

* Alameda Mall Associates
* Alameda Mall L.L.C.
* Bay Shore Mall II L.L.C.
* Bay Shore Mall Partners
* Bay Shore Mall, Inc.
* Deerbrook Mall, LLC
* GGP Jordan Creek L.L.C.
* GGP Knollwood Mall, LP
* GGP Village at Jordan Creek L.L.C.
* GGP-NewPark L.L.C.
* GGP-NewPark, Inc.
* Knollwood Mall, Inc.
* Mall St. Matthews Company, LLC
* MSM Property L.L.C.
* NewPark Mall L.L.C.
* Sikes Senter, LLC
* Southland Mall, Inc.
* Southland Mall, L.P.
* Tysons Galleria L.L.C

The Plan Debtors' Joint Plan of Reorganization is deemed effective
as of December 30 and 31, 2009, and January 8, 2010.  General
Growth's counsel, James H.M. Sprayregen, P.C., at Weil, Gotshal &
Manges LLP, in New York, stated that each of the conditions
precedent to consummation of the Plan have been satisfied or
waived in accordance with the Plan.

The Plan provides for 100% recovery to all holders of Claims
against, and Interests in, the Plan Debtors.

Moreover, after the Effective Date, and without the need for
further Court approval, the Plan Debtors may (a) cause any or all
of the Plan Debtors to be merged into or contributed to one or
more of the Plan Debtors or non-Debtor Affiliates, dissolved or
otherwise consolidated or converted, (b) cause the transfer of
assets between or among the Plan Debtors or non-Debtor Affiliates
or (c) engage in any other transaction in furtherance of the Plan.

The order confirming the Plan on December 15, 2009, and the second
order confirming the Plan on December 23, 2009, and the Plan
establish certain deadlines by which holders of Claims must take
certain actions.

A full-text copy of the Confirmation Order dated December 15,
2009, is available for free at:

      http://bankrupt.com/misc/ggp_Dec15ConfirmationOrder.pdf

A full-text copy of the Confirmation Order signed December 23,
2009, is available for free at:

           http://bankrupt.com/misc/ggp_Dec23ConfOrd.pdf

                  About General Growth Properties

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GENERAL GROWTH: Proposes Claims Settlement Procedures
-----------------------------------------------------
Commencing on August 26, 2009, and continuing thereafter, the
Debtors filed their Schedules of Assets and Liabilities.  They
subsequently amended their Schedules on September 23, 2009.  As of
December 30, 2009, the Debtors have scheduled approximately 6,000
liquidated, non-contingent and undisputed claims in their
Schedules.

As of the expiration of the Bar Date on November 12, 2009, about
9,100 Proofs of Claim were filed in connection with these Chapter
11 cases.  As a result, an aggregate of more than 15,000 Filed and
Scheduled Claims are currently pending against the Debtors.  The
Debtors are in the process of conducting a comprehensive review
and reconciliation of all prepetition claims, including both the
Filed Claims and the Scheduled Claims.

To further streamline the process of resolving scheduled and filed
claims, the Debtors propose global settlement procedures to
resolve certain Scheduled and Filed Claims without further Court
approval.

By this motion, the Debtors ask the Court to approve these
proposed Settlement Procedures:

* The Debtors will settle claims asserted against them and agree
  to an allowed amount of any claim per Debtor without prior
  approval of the Court or any other party-in-interest whenever:

  (a) the amount per Debtor to be allowed for an Allowed Claim
      is equal to or less than $100,000;

  (b) the Allowed Claim exceeds the liquidated and undisputed
      scheduled amount of that claim by 10% or less so long as
      the difference between the scheduled claim and the Allowed
      Claim does not exceed $1 million per Debtor;

  (c) the settlement modifies the Debtor against which the claim
      is asserted or the classification of that claim, but
      excluding changing the classification of a claim filed as
      unsecured to priority or secured;

  (d) the settlement of a cure obligation provides that certain
      or all portions of the Allowed Claim will be resolved in
      the ordinary course of business between the parties, and
      these portions of the Allowed Claim are unknown,
      contingent, or unliquidated; provided, however, that to
      the extent any portion of an Ordinary Course Settlement
      contains a liquidated and immediately payable amount, that
      amount will be subject to the Settlement Procedures; or

  (e) the settlement of a cure obligation provides that certain
      or all portions of the Allowed Claim will be resolved
      through non-monetary remedies; provided, however, that
      to the extent any portion of a Non-Monetary Settlement
      contains a liquidated amount, that amount will be subject
      to the Settlement Procedures.

* The Debtors will settle claims asserted against them without
  prior approval of the Court, but subject to the consent of the
  Official Committee of Unsecured Creditors and the Official
  Committee of Equity Security Holders, whenever resolution of
  the Allowed Claim exceeds the Pre-Authorized Settlement
  Authority, and either:

  (a) the amount of the Allowed Claim is between $100,001 and
      $5 million per Debtor; or

  (b) the amount of the Allowed Claim exceeds the liquidated,
      undisputed scheduled amount of the scheduled claim by
      greater than 10% and that difference is between $1,000,001
      and $5 million.

* The Debtors will submit any proposed Limited Notice
   Settlements, along with supporting documentation, to the
   Creditors' Committee and the Equity Committee on seven
   days negative notice or shorter with the consent of the
   Limited Notice Parties.  If the Limited Notice Parties do not
   timely object to the proposed settlement, then the Debtors
   will be deemed, without further Court order, to be authorized
   by the Court to enter into the proposed settlement.  If the
   Limited Notice Parties object to the proposed settlement, the
   Debtors may (i) renegotiate the proposed settlement and submit
   a revised proposed settlement to the Limited Notice Parties,
   or (ii) seek Court approval of the proposed settlement.

* The Debtors will seek approval of the settlement of any claims
   in accordance with the applicable provisions of the Bankruptcy
   Code, the Federal Rules of Bankruptcy Procedure, the Local
   Bankruptcy Rules for the Southern District of New York, the
   Case Management Order entered in these Chapter 11 cases, or
   any applicable order entered in these Chapter 11 cases.

* Each Claim will be settled pursuant to a stipulation executed
   between the Debtors and the claimant, identifying the
   claimant, the allowed amount of the claim, and the relevant
   Proof of Claim number.  Moreover, the Debtors are authorized
   to include in any Stipulation mutual releases between the
   applicable Debtor and claimant; provided, however, that any
   releases from the Debtors will be limited to the basis of the
   claim asserted in the Proof of Claim being settled and any
   counterclaims of the Debtors associated with the Claim.

* The types of claims that may be settled pursuant to these
   Settlement Procedures include: administrative expense claims
   under Section 503(b)(9) of the Bankruptcy Code; priority
   claims under Section 507(a) of the Bankruptcy Code; claims
   related to executory contracts and unexpired leases under
   Section 365 of the Bankruptcy Code; prepetition secured
   claims; prepetition unsecured claims; and any counterclaims
   the Debtors may have against a particular claimant whose claim
   is being settled through these Settlement Procedures, provided
   that these counterclaims are associated with the claim
   asserted in the Proof of Claim being settled.

* On a quarterly basis, no later than 90 days after approval of
   the Settlement Procedures, the Debtors will file with the
   Court and serve on the parties to the master service list on
   file with the Court, a list of all settlements of claims into
   which the Debtors have entered during the previous quarter
   pursuant to the Settlement Procedures.  The lists will set
   forth the names of the parties with whom the Debtors have
   settled, the relevant Proofs of Claim or other information
   related to the asserted claim, the types of claims asserted by
   each party, and the amounts for which claims have been
   settled.

* The Settlement Procedures are subject to any consent that may
   be required under any confirmed Chapter 11 plan and will not
   be deemed to impair or enhance the rights of any party in
   interest to object to Filed or Scheduled Claims.

Sylvia A. Mayer, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that the Debtors believe that the Settlement
Procedures will ease the administrative burden on the Court and
the administrative and financial burden on their estates during
the claims reconciliation process.  The Debtors further believe
that the Settlement Procedures constitute a cost-effective method
for resolving claims and avoiding the expense and risk inherent
in litigating disputed claims.  Moreover, prior to filing the
Claim Settlement Motion, the Debtors discussed the proposed
Settlement Procedures with the Creditors' Committee and the
Equity Committee and have incorporated their input, she says.
However, the Settlement Procedures remain subject to the
Creditors' Committee's continued review, she adds.

                  About General Growth Properties

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GENERAL GROWTH: West Kendall Has Settlement With Downrite
---------------------------------------------------------
General Growth Properties, Inc., and its debtor-affiliates seek
the United States Bankruptcy Court for the Southern District of
New York's authority for Debtor West Kendall Holdings, LLC, to
enter into a settlement agreement with Downrite Engineering Corp.

West Kendall owns a tract of land known as KendallTown Center
located at 15775 SW 96th Street, in Miami, Florida.  In May 2008,
West Kendall and Downrite entered into an Owner-Contractor
Agreement requiring Downrite to provide improvements related to
the Kendall Drive Widening Project in Miami-Dade County, in
Miami, Florida.  Under the Contract and Florida law, Hartford
Fire Insurance Company issued surety performance and payment
bonds, dated March 3, 2008, on behalf of West Kendall.

For the period April 1 through 15, 2009, the Debtors withheld
$582,519 as retainage on the Downrite Contract.  In October 2009,
Downrite made a demand on Hartford for payment under the Bond for
the prepetition retainage of $582,519.  In November 2009,
Downrite brought an action against Hartford seeking to enforce
its claim for payment under the Bond in the Circuit Court of the
Eleventh Judicial Circuit of Florida.

In June 2009, at Downrite's request, Hartford paid it a total
payment of $562,597 under the Bond and took an assignment of any
and all liens placed on the Project by Downrite.  Subsequently,
Hartford filed a construction lien at Kendall Town Center for
$562,597.

To maintain clear title and facilitate the planned sale and
conveyance of the various parcels at the Kendall Town Center,
West Kendall has sought a waiver of various lien rights from
Downrite in exchange for payment of the Downrite Claim. In this
light, the Debtors and Downrite entered into the settlement
agreement, which provides these salient terms:

  (a) Upon approval of the Bankruptcy Court, the Debtor
      agrees to pay Downrite the full amount of its claim
      for $582,519;

  (b) Downrite agrees to dismiss the Downrite Lawsuit against
      Hartford Fire Insurance;

  (c) Downrite agrees to provide any assistance and services
      reasonably necessary under the Contract to complete the
      Project.  Downrite may invoice West Kendall and receive
      additional payment for any services required;

  (d) Downrite agrees to waive any and all claims to prospective
      Attorneys' fees, interest and penalties associated with
      the Claim;

  (e) Downrite agrees to provide, upon receipt of the settlement
      payment, a conditional final lien waiver in an amount
      equal to the settlement payment and will execute a full
      waiver of lien for Parcels A, C and F of the Town Center
      property;

  (f) Downrite agrees to satisfy all liens or claims of its
      laborers, suppliers or subcontractors arising from work
      performed on the Project through the effective date of the
      Settlement Agreement;

  (g) Downrite agrees to execute a Certificate of Payment
      necessary to convey Parcel E of the Town Center property;

  (h) Downrite agrees to indemnify West Kendall against any
      claims or causes of action asserted by Downrite in
      connection with any claim of any claim of nonpayment,
      personal injury, property damage and/or tort claims
      relating to the Project or the Contract up to the
      effective date of the Settlement Agreement; and

  (i) Downrite's Claim No. 2148 is deemed resolved and will be
      deemed expunged upon Downrite's receipt of the settlement
      payment.

Sylvia A. Mayer, Esq., at Weil, Gotshal & Manges LLP, in New
York, asserts that allowing West Kendall to pay the Downrite
Claim under the Settlement Agreement will (1) avoid additional
fees and interest that may accrue in connection with Downrite's
claim under the Bond; (2) avoid clouding the title of the various
Kendall Town Center parcels; and (3) resolve the Downrite Lawsuit
against Hartford.

                  About General Growth Properties

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GENERAL MOTORS: Isuzu May End Engine-Making Venture
---------------------------------------------------
Isuzu Motors Ltd. wants to make a review of its joint engine-
making venture with General Motors Corp. in the U.S.  Sources
close to Isuzu say Japan's largest manufacturer of light trucks
may pull out of this joint engine-making factory that may operate
at 30 percent capacity next year, Bloomberg said in a report
December 22.

The venture, DMAX Ltd., is 60% owned by GM and makes diesel
engines for the Detroit-based automaker, Bloomberg said.

A number of carmakers, Including Toyota Motor Corp. had abandoned
ventures with GM after it emerged from bankruptcy earlier this
year.  Isuzu would be the latest, Bloomberg reported.

"It would be best for Isuzu to end its partnership with GM," said
Koichi Ogawa, chief portfolio manager at Daiwa SB Investments Ltd.
in Tokyo.  "The U.S. market will likely recover next year, but I
don't think demand for large vehicles like SUVs will recover."

GM took over its Canadian carmaking venture with Suzuki Motor
Corp. in December 2009 after ending an equity alliance with the
Japanese carmaker in November 2008.  U.S. sales of GM's Chevrolet
Silverado full-size pickup, which uses DMAX's engines, dropped 34
percent in the first 11 months of this year.

Isuzu and GM also have a joint diesel-engine production venture in
Poland that may need to be reviewed as well, Bloomberg quoted a
source close to Isuzu as saying.

                       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 Names 2 for Public Policy Posts
------------------------------------------------------
In a public statement dated December 30, 2009, General Motors
Company has realigned its government relations and public policy
team with the appointment of John T. Montford as a senior advisor
to GM Chairman and CEO Edward E. Whitacre, Jr., and Robert E.
Ferguson, vice president of Government Relations.

Ken W. Cole, currently the vice president of Government Relations
and Public Policy who joined GM in 2001, will remain with the
company for the next several months as an advisor until his
retirement later in 2010.  Mr. Montford will have overall
responsibility for Government Relations and Global Public Policy,
and will be supported by Ferguson and Michael J. Robinson, the
current vice president of Environment, Energy and Safety Policy.
The appointments of Montford and Ferguson are effective January 1,
2010.

"John and Bob are proven professionals who have worked in an
environment of intense regulatory and political complexity," said
Mr. Whitacre.  "I've worked with both through a number of issues
over the past several years and they have my deep trust and
respect.  We thank Ken Cole for his years of service at GM and
will continue to draw on his expertise over the coming months."

   * John T. Montford

     Mr. Montford has a deep and diverse background in public
     policy and corporate affairs.  He was most recently senior
     vice president-state legislative affairs for AT&T.
     Previously he served as president of external affairs for
     Southwestern Bell.  Following the merger of SBC and AT&T, he
     served as president-western region for AT&T.  He was also
     the 2005 chairman of the Greater San Antonio Chamber of
     Commerce.  He has served as an independent director of
     Southwest Airlines since 2002.

     Prior to joining SBC in 2001, Mr. Montford was Texas Tech
     University's first chancellor, and the chief executive
     officer of the University system.  Before being named
     chancellor, he served as a member of the Texas Senate for 14
     years.  During his tenure in the Senate he served as
     chairman of the Senate Finance Committee and chairman of the
     Senate State Affairs Committee.  He was elected president
     pro tem for the 73rd Legislative Session.  Texas Monthly
     named Senator Montford among the Top 10 Best Legislators for
     five legislative sessions.  A graduate of the University of
     Texas-Austin and UT Law, Mr. Montford's professional career
     began with his service as an officer in the U.S. Marine
     Corps.  Following his tour of active duty, he launched his
     legal career in Texas and was later elected as district
     attorney from 1979 to 1982.

   * Robert E. Ferguson

     Mr. Ferguson was most recently a senior strategist for the
     business advisory firm of Public Strategies, Inc. in Austin,
     Texas.  In that role, he provided strategic counsel to
     corporations and other organizations, with a focus on
     international business, technology and public policy.  Mr.
     Ferguson joined Public Strategies from AT&T, where he was
     president of state legislative and regulatory affairs.
     While at AT&T, Ferguson was responsible for overseeing all
     external and regulatory issues in the 50 states and for
     managing the company's public policy organization.  He
     assumed that position in 2005, when SBC Communications and
     AT&T merged.

     Earlier positions with SBC included serving as group
     president and CEO of Enterprise Business Services.  Ferguson
     was responsible for sales and customer care for SBC's
     enterprise and federal government accounts and the
     corporation's long distance, Internet and data communication
     companies.  Prior positions at SBC included president of
     Business Communications Services for its western U.S.
     operations, president of SBC federal relations in
     Washington, D.C., regional president for Southern
     California, and managing director for regulatory policy.
     Before joining SBC Communications in 1996, Mr. Ferguson was
     a senior vice president, partner and general manager at
     Fleishman-Hillard Inc., serving as the senior consultant to
     SBC companies on all communications issues.

                Chief Finance Officer Also Named

General Motors, on December 21, 2009, appointed Chris Liddell as
vice chairman and chief financial officer.

Mr. Liddell was most recently CFO for Microsoft Corp., a post he
held since May, 2005.  While at Microsoft, Liddell was responsible
for leading Microsoft Corp.'s worldwide finance organization,
which included overseeing acquisitions, corporate strategy,
treasury activities, tax planning, accounting and reporting,
internal audit, and investor relations.  He is leaving Microsoft
on December 31, 2009.

Mr. Liddell replaces Ray Young, who was named vice president of
international operations.  The automaker had been looking for a
new CFO for several months.

In recent developments, sources close to GM told the Wall Street
Journal that GM is also considering Mr. Liddell as a candidate for
the position of chief executive officer, the position vacated by
then CEO Fritz Henderson.

"In GM's quest for a new chief executive officer, the Company
considered "people who could do more than finance," a person
familiar with the matter told the Journal.  Mr. Whitacre called
GM's search firm, Spencer Stuart, and said he saw Microsoft's
Chris Liddell only as a potential CEO someday, "but not now," the
anonymous source related.

Accordingly, GM will continue to seek other candidates, as "there
is no rush" to fill that position.  A Spencer Stuart spokesman
confirmed to the Journal that Mr. Whitacre may hold the acting CEO
title "for as long as a year."

"Chris brings a depth and experience to this job that were
unmatched in our search for a new financial leader," said Ed
Whitacre, GM chairman and CEO.   "Chris will lead our financial
and accounting operations on a global basis and will report
directly to me.  We're also looking to his experience and insights
in corporate strategy as a member of the senior leadership team in
helping our restructuring efforts."

Before joining Microsoft, Mr. Liddell was CFO at International
Paper Co., the world's largest forest products company, with
similar responsibilities.  Prior to that, he was chief executive
officer of Carter Holt Harvey Ltd., then New Zealand's second-
largest listed company.  He also has worked as an investment
banker as managing director and joint CEO for CS First Boston NZ
Ltd.

Mr. Liddell, 51, holds an engineering degree with honors from the
University of Auckland, New Zealand, and a Master of Philosophy
degree from Oxford University in England.  He has served as
director of the New Zealand Rugby Union and governor of the New
Zealand Sports Foundation.  He is a distinguished alumnus of the
University of Auckland.  Mr. Liddell was a member of the
Securities and Exchange Commission's Advisory Committee on
Improvements to Financial Reporting.

                       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 Pay $10.3 Bil. to VEBA Trust
------------------------------------------------------
General Motors Company, Ford Motor Co., and Chrysler Group LLC
officially moved their health care-related expenses to three funds
supervised by United Auto Workers.  The transfer of liabilities
was to complete the UAW's Voluntary Employee Beneficiary
Association, Dow Jones Newswires said in a report dated January 4,
2010.

In 2007, the automakers and UAW entered into an agreement, whereby
the automakers agreed to create trusts and make contributions to
cut reduce than $80 billion in healthcare costs, Dow Jones
Newswires said.

GM will make installments payments of $2.5 billion in 2013, 2015
and 2017, totaling $10.3 billion to its VEBA trust.

                       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 Restore 1,000 Jobs in Oshawa, Canada
--------------------------------------------------------------
The Automotive Parts Manufacturers' Association, a group of
suppliers to the automotive industry, predicted this week that GM
would expand three new lines in Oshawa, a city in Ontario, Canada
and create up to 1,000 jobs, the Toronto Sun reported on
January 11, 2010.

GM is expected to launch a new Impala model -- or a replacement
vehicle -- in three years and the Cadillac XTS in early 2012.

GM has not confirmed the job estimates for the new assemblies that
will commence between 2011 and 2013, the report said.  Chris
Buckley, president of Canadian Auto Workers Union Local 222, said
the expansion was part of tough contract negotiations.

Further, Mr. Buickley said that aside from the possible
restoration of 750 to 1000 jobs, the creation of new assemblies
could generate approximately 7,500 "spinoff jobs" to GM's auto
spare parts suppliers, the Toronto Sun reported.

                       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: To Participate in Arbitration With Dealers
----------------------------------------------------------
General Motors Company stated that it is committed to
participating in a professional, effective arbitration for
Chevrolet, Buick, GMC and Cadillac dealers who received a complete
or partial wind-down agreement and want to file for reinstatement,
according to a public statement dated January 8, 2010.  GM further
said that it is working with the procedures under Section 747 of
the Consolidated Appropriations Act of 2010.  GM will thus provide
dealers covered by Section 747 with a letter explaining why they
received a wind-down agreement by January 15, 2010.  GM added that
all decisions regarding reinstatement will be completed within six
months.

In related news, dealers of General Motors of Canada Ltd. seek
review regarding GM Canada's decisions to close dealerships in
Canada, The Star Toronto disclosed on January 4, 2010.

In May 2009, GM said that it would close 240 Canadian dealerships
to reduce costs and qualify for $10.6 billion in federal and
provincial government aid, The Star noted.  The Star stated that
85% of the dealers who received nonrenewal notices from GM Canada
executed wind-down agreements with GM Canada and closed down their
businesses by the end of 2009.

Specifically, 38 dealers objected to GM Canada's decision, GM
Canada spokesperson and director of communications Tony LaRocca
confirmed to The Star.  Mr. LaRocca explained that 26 dealers
requested management reviews, and three dealers took their
concerns to a mediation, The Star said.  Moreover, GM Canada has
resolved seven dealers' objections by entering into wind down
agreements, and is negotiating with 16 other dealers to resolve
their objections, Mr. LaRocca told The Star.  In addition, 12
objecting dealers have sued GM Canada for breach of franchise
agreements, Mr. LaRocca added, The Star related.

                       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)


GLEN ROSE: Receives NASDAQ Bid Price Rule Delisting Notice
-----------------------------------------------------------
Glen Rose Petroleum Corporation reports that on January 7, 2010,
it was notified via letter from NASDAQ that it was in violation of
NASDAQ Marketplace Rule 5505 in that its bid price was below the
required listing standard and that its securities will be delisted
from NASDAQ on January 18, 2010, unless the Corporation asks for a
hearing before a NASDAQ panel.  The Company intends to do so.  If
it requests a hearing, the Company will be required to present a
plan for regaining compliance with the bid price rule. The NASDAQ
letter also stated that historically "Panels have generally viewed
a reverse stock split in 30 to 60 days as the only definitive plan
acceptable to resolve a bid price deficiency.  However, the Panel
has the authority to grant up to 180 calendar days from the date
of this letter, if the Panel deems it appropriate."  The letter
from NASDAQ further stated that if delisted, the Company's stock
cannot be quoted on the OTC Bulletin Board or the Pink Sheets
until a market maker has filed a Form 211 with FINRA relating to
quoting the Corporation and FINRA has cleared the Form 211.

                     About Glen Rose Petroleum

Dallas-based Glen Rose Petroleum Corp. (Nasdaq: GLRP) --
http://www.glenrosepetroleum.com/-- owns UHC Petroleum
Corporation, a Texas corporation, which is a licensed operator
with the Texas Railroad Commission.  UHC Petroleum is an
independent producer of natural gas and crude oil based in Dallas,
Texas and Edwards County, Texas.  UHC Petroleum operates the
Wardlaw Field, which lies in Edwards County, Texas in the
southeast portion of the Val Verde Basin and is approximately 28
miles west of Rocksprings and 550 miles west of Dallas.  UHC
Petroleum has a gross working interest of 100% and a net revenue
interest of 75% of the Wardlaw Field.  The lease terms provide
that the leases on the entire acreage is extended by a period of
90 days each time a well (successful or not) is drilled;
therefore, based on drilling to date, the primary lease term
currently extended to 2014.


GSI GROUP: Court Sets Plan Confirmation Hearing on February 26
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
GSI Group Inc., et al.'s disclosure statement with regards to
their plan of reorganization.

A hearing to consider the confirmation of the Debtors' Plan will
be held on February 26, 2010, at 9:30 a.m. (prevailing Eastern
Time.)  The hearing will be held before the Hon. Peter J. Walsh at
824 Market Street, 6th Floor, Courtroom No. 2, Wilmington,
Delaware.  Objections, if any, are due on February 22, 2010, at
4:00 p.m. (prevailing E.T.)

As reported on the Troubled Company Reporter on January 5, 2010,
According to the Disclosure Statement, the Plan provides that the
Debtors' business will continue to be operated substantially in
its current form.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


HALCYON HOLDING: Lions Gate Bids $15 Mil. for Terminator Rights
---------------------------------------------------------------
Los Angeles Times reports that Halcyon Group selected Lions Gate
Entertainment as stalking-horse bidder for the Company's
"Terminator" rights.  Lions Gate offer $15 million in cash plus 5%
of gross receipts from any future "Terminator" movies.

Report says interested purchasers has until Feb. 5, 2010, to
submit their offers for the rights, followed by a hearing on
Feb. 10, 2010, to consider approval.

Halcyon Holding Group LLC is the company that produced "Terminator
Salvation," a film that generated $369 million in box office
receipts.   Halcyon Holding Group LLC and two affiliated companies
filed Chapter 11 petitions on Aug. 17 in Los Angeles, California
(Bankr. C.D. Calif. Case No. 09-31854).  Halcyon said it has
between $50 million and $100 million in both assets and debts.


HEIDTMAN MINING: Amends List of 20 Largest Unsecured Creditors
--------------------------------------------------------------
Heidtman Mining, LLC, filed the U.S. Bankruptcy Court for the
Western District of Arkansas an amended list of its largest
unsecured creditors.

A full-text copy of the list of largest unsecured creditors is
available for free at:

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

Toledo, Ohio-based Heidtman Mining, LLC, filed for Chapter 11 on
June 12, 2009 (Bankr. W.D. Ark. Case No. 09-72912).  George H.
Tarpley, Esq., Marcus Jermaine Watson, Esq., at Cox Smith Matthews
Incorporated; and Mark W. Hodge, Esq., at Chisenhall, Nesturd &
Julian, represent the Debtor in its restructuring efforts.  The
Debtor estimated $10 million to $50 million in assets and
$50 million to $100 million in debts in its bankruptcy petition.


HEXION SPECIALTY: Moody's Assigns 'B3' Rating on $700 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating on Hexion Specialty
Chemicals, Inc. proposed $700 million Senior Secured 1.5 Lien
Notes due 2018.  This rating is subject to approval by the First
Lien lenders and receipt of final documentation.  Moody's also
affirmed Hexion's corporate family rating of B3.  The ratings
outlook on the company is negative, however, if Hexion is able to
complete the partial refinancing and loan extension as currently
proposed then Moody's could move the outlook to stable as there
would be no likely event of default over the next two years.  The
Speculative Liquidity Rating remains at SGL-3.

Moody's views the debt issuance and amendments as a moderate
credit positive since they extend the debt maturity profile,
reduce the refinancing risk on the term loan, and provide Hexion
more financial flexibility.  However, the improvements are not
sufficient to warrant a rating upgrade as the company remains
highly levered and operating environment remains uncertain,
despite modest improvements in demand.  This issuance, while
increasing liquidity by $180 million, offsets roughly half of the
total debt reduction in 2009; $285 million of the 2009 debt
reduction was accomplished through the purchase of its own debt at
distressed prices.  Pro forma for the transaction Net Debt-to-
EBITDA is 8.8x and Retained Cash Flow-to-Net Debt is 2.3% (these
metrics are adjusted using Moody's Global Standard Adjustments to
Financial Statements and are not consistent with Hexion's reported
numbers).

The $700 million 1.5 lien notes will rank junior in collateral to
the senior secured term loan and senior in collateral to the
second lien notes and all other unsecured debt.  Proceeds from the
new notes will be used to refinance $500 million of the term loan
debt and fund a $180 million increase in cash.  The issuance of
the 1.5 lien notes is contingent on the approval by the First Lien
lenders for a two year extension on $500 million of the remaining
term loan.  The transaction also includes amendments to the credit
facility to allow for the aforementioned term extension as well as
future pari passu and junior financing that would be used to
refinance the term loan.  Hexion has also recently extended
$200 million of their $225 million Senior Secured Revolving Credit
Facility by 18 months.

The negative outlook will remain in place until Hexion receives
approval for this transaction from its lenders, thereafter Moody's
would consider moving the outlook to stable.  The positives that
would be considered in reviewing the outlook would be the addition
of approximately $180 million to the cash balance, the improvement
of the maturity profile which moderately reduces the refinancing
risk, some positive developments in global economic demand, a
strong management team and the reduced likelihood of default over
the next two years.  The credit negatives that remain include the
large total debt levels of the company and uncertainties over the
strength of demand improvement, especially in the housing and
construction markets through 2011.

In addition, Moody's affirmed Hexion's Speculative Grade Liquidity
Rating at SGL-3.  Financial covenant headroom will improve
substantially as a result of the reduction in term loan debt.
Once the company can demonstrate consistent free cash flow
generation Moody's would raise the rating to SGL2.

Ratings assigned

Hexion Specialty Chemicals Inc.

* Gtd 1.5 Lien Sr Sec Notes due 2/1/2018 B3 (LGD4, 57%)

* Gtd. Sr. Sec. Revolving Credit Facility due 02/03/2013 at B1
  (LGD2, 24%)

Ratings affirmed and LGD assessments updated:

Hexion Specialty Chemicals Inc.

* Corporate Family Rating at B3

* Probability of Default Rating at B3

* Gtd. Sr. Sec. Letter of Credit Facility due 05/31/2011 at B1
  (LGD2, 24%)

* Gtd. Sr. Sec. Revolving Credit Facility due 05/31/2011 at B1
  (LGD2, 24%)

* Gtd. Sr. Sec. Term Loan due 05/05/2013 at B1 (LGD2, 24%)

* 9.75% Gtd 2nd Priority Sr Sec Notes due 11/15/2014 at Caa1
  (LGD5, 74%)

* Gtd 2nd Priority Sr Sec Flt Rt Notes due 11/15/2014 at Caa1
  (LGD5, 74%)

* 7.875% Bkd Senior Unsecured Notes due 02/15/2023 at Caa2 (LGD6,
  91%)

* 8.375% Bkd Senior Unsecured S.F. Debenture due 04/15/2016 at
  Caa2 (LGD6, 91%)

* 9.2% Bkd Senior Unsecured Debentures due 03/15/2021 at Caa2
  (LGD6, 91%)

Moody's notes that the point estimates for the LGD assessments
were changed to reflect the revised capital structure, and that
upon successful completion of the transaction Moody's would assign
a B1 (LGD2, 24%) to the extended $500 million Guaranteed Senior
Secured Term Loan due 05/05/2015.

Moody's last rating action for Hexion was on June 12, 2009, when
Moody's lowered Hexion's PDR due to a distressed exchange; the PDR
was restored to prior levels after three business days.

Hexion Specialty Chemicals, Inc., headquartered in Columbus, Ohio
is a leading producer of commodities such as formaldehyde,
bisphenol A and epichlorhydrin, as well as formaldehyde-based
thermoset resins, epoxy resins, and versatic acid and its
derivatives.  The company is also a supplier of specialty resins
for inks and specialty coatings sold to a very diverse customer
base.  The company reported sales of $4.1 billion for the LTM
ending September 30, 2009.


HOLLEY PERFORMANCE: Gets Court OK to Extend Cash Collateral Use
---------------------------------------------------------------
Holley Performance Products Inc., et al, sought and obtained
authority from the Hon. Peter J. Walsh of the U.S. Bankruptcy
Court for the District of Delaware to extend the use of cash
collateral through and including February 11, 2010.

As reported by the TCR on November 16, 2009, Judge Walsh, in his
third interim order, authorized the Debtors to use cash collateral
securing repayment of loans made by lenders prior to the filing.
Judge Walsh authorized the Debtors to use cash collateral until
Nov. 17, 2009, pursuant to a budget.  On October 8, 2009, pre-
bankruptcy, the Debtors borrowed $25 million revolver loan and
$40 million term loan from their first lien lender and Wells Fargo
Foothill Inc., as administrative agent.  No amounts are
outstanding under the revolver and about $20.3 million in
principal is outstanding under the term loan plus outstanding
letters of credit of $1 million.

The Court also approved the Debtors' revised cash collateral
budget, a copy of which is available for free at:

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

Pursuant to the Revised Budget, the Debtors are authorized to
issue a one-time payment of $420,000 to the First Lien Agent,
which amount is equal to two month's interest under the Credit
Agreement.  As further adequate protection, the Debtors are
authorized, but not directed, in their sole discretion, to pay to
the First Lien Agent, on behalf of itself and the First Lien
Lenders and without further court order, other interest or fees
accruing pursuant to the Credit Agreement.

The deadline for parties in interest to object to the relief
granted in the Interim Order is February 4, 2010.

Holley Performance and its affiliates are leading suppliers of
performance automotive products.  The Company designs,
manufactures, and markets a diversified line of performance
automotive products, including carburetors, fuel pumps, fuel
injection systems, nitrous oxide injection systems, superchargers,
exhaust headers, mufflers, and automotive performance plumbing
products.

Holley Performance and its affiliates filed for Chapter 11 on
September 28, 2009 (Bankr. D. Del. Case No. 09-13333).  Pepper
Hamilton LLP represents the Debtors in their restructuring effort.
Ropes & Gray LLP is corporate counsel.  Epiq Bankruptcy Solutions
LLC serves as claims and notice agent.  The Debtors' cases have
been assigned to Judge Peter J. Walsh.  The petition says assets
and debts are between $100 million and $500 million.

Holley Performance returned to bankruptcy 19 months after winning
court approval of its last reorganization plan.


HORIZON FINANCIAL: May File for Chapter 7 Liquidation
-----------------------------------------------------
Horizon Financial Corp. said that following the closure of Horizon
Bank, its wholly owned subsidiary and principal asset, it is
expected to be dissolved or be liquidated.

Horizon Financial's Horizon Bank was closed by the State of
Washington, Department of Financial Institutions, Division of
Banks on January 8, 2010.  The Federal Deposit Insurance
Corporation was appointed as receiver of the Bank.

The Company said in a statement that its shares of Horizon Bank
were its principal asset, and as a result of the Bank's closure,
the Company will either be dissolved and liquidated by its board
of directors or file a Chapter 7 bankruptcy proceeding for
liquidation.

Horizon separately announced that trading in its common stock was
halted by The Nasdaq Stock Market starting on Monday January 11,
2010, following the closing of its banking unit.  The Company does
not intend to appeal Nasdaq's decisions to delist the Company's
common stock.

                    About Horizon Financial

Horizon Financial Corp. was the holding company for Horizon Bank
(the Bank).  The Company's business activities were limited to
passive investment activities and oversight of its investment in
the Bank.


HOOVER MALL HOLDING: May File for Chapter 11
--------------------------------------------
Mall operator General Growth Properties, Inc., and its debtor-
affiliates have employed Weil, Gotshal & Manges LLP as their lead
bankruptcy counsel, and Kirkland & Ellis LLP as co-counsel in
their Chapter 11 cases before the U.S. Bankruptcy Court for the
Southern District of New York.

In an affidavit filed with the Bankruptcy Court, Gary T. Holtzer,
Esq., a member at Weil Gotshal, related that his firm and Kirkland
& Ellis LLP have been engaged to represent Hoover Mall Holding
L.L.C. and its subsidiaries in connection with a potential
restructuring of their financial obligations, which may include
proceedings undertaken pursuant to Chapter 11.  Hoover Mall is a
joint venture in which GGP Limited Partnership indirectly holds a
50% interest, and GGP Limited Partnership is the managing member
of Hoover Mall.  Neither Hoover Mall nor any of the Hoover
Entities are Debtors in General Growth's Chapter 11 cases.  The
Debtors, according to Mr. Holtzer, have consented to Weil Gotshal
and Kirkland & Ellis' joint representation of the Hoover Entities.

Mr. Holtzer said he does not believe that his firm's
representation of the Hoover Entities presents a conflict with
respect to their representation of the GGP Debtors.  However, if a
conflict arises between the Debtors and the Hoover Entities, the
Hoover Entities agreed that (a) one or both of Weil Gotshal and
Kirkland & Ellis may resign as counsel for the Hoover Entities,
(b) the Hoover Entities will retain conflicts counsel to handle
the Adverse Matter, and (c) one or both of the Firms may
represent the Debtors in connection with the adverse Matter,
including litigation, he disclosed.

Mr. Holtzer also identified these entities as current clients of
Weil Gotshal in matters unrelated to the Debtors' Chapter 11
cases:

* Bank of America NA
* Bank of America, National Association
* Dechert LLP
* HSBC Bank USA N A
* HSBC Trust Company
* HSBC Trust Company Delaware
* US Department of Justice
* US Department of Justice (Environmental Protection Agency)
* US Department of Justice SDNY
* Assessment Technologies
* Cushman & Wakefield
* PricewaterhouseCoopers
* Brookfield Asset Management

In addition, Mr. Holtzer noted that these parties are potential
clients of Weil Gotshal:

* Bankruptcy Division of the Securities and Exchange Commission
* Securities and Exchange Commission New York Regional Office
* New York State Department of Taxation and Finance
* AON Consulting
* Attorney General for the State of New York
* New York Attorney Generals Office
* New York Secretary of State
* Securities and Exchange Commission
* The City of New York
* The State of New York
* Ernst & Young

Mr. Holtzer maintained that Weil Gotshal remains a "disinterested
person" as the term is defined under Section 101(14) of the
Bankruptcy Code.


IMPERIAL CAPITAL: Has Until Jan. 21 to File Schedules & Statement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
extended until January 21, 2010, Imperial Capital Bancorp, Inc.'s
time to file its schedules of assets and liabilities and statement
of financial affairs.

La Jolla, California-based Imperial Capital Bancorp, Inc., filed
for Chapter 11 bankruptcy protection on December 18, 2009 (Bankr.
S.D. Calif. Case No. 09-19431).  Gregory K. Jones, Esq., at
Stutman, Treister & Glatt, P.C., assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.


IMPLANT SCIENCES: Renegotiates DMRJ Credit Agreements
-----------------------------------------------------
Implant Sciences Corporation has renegotiated its credit
agreements with its senior secured investor, DMRJ Group LLC.

DMRJ has agreed to increase Implant Sciences' line of credit from
$3,000,000 to $5,000,000; extended the maturity of all of Implant
Sciences' indebtedness from December 10, 2009 to June 10, 2010;
waived all existing defaults through the new maturity date;
reduced the interest rate payable on Implant Sciences' obligations
to 15% per annum; and removed all profit sharing arrangements from
the agreements.  In turn, Implant Sciences agreed to certain
limitations on equity financings and agreed that it will not
prepay more than $3,600,000 of the $5,600,000 of indebtedness owed
to DMRJ under the amended and restated senior secured convertible
promissory note dated as of March 12, 2009, without DMRJ's prior
consent.

Implant Sciences' total indebtedness to DMRJ, including all
principal and accrued interest, now stands at approximately
$7,570,000.

Glenn Bolduc, CEO of Implant Sciences, commented, "We are pleased
to have this amended investment agreement and the additional
flexibility provided by DMRJ."

Daniel Small of DMRJ Group, LLC, said, "The Christmas Day
terrorist event has definitely demonstrated the need for a
successful, commercial, trace explosive detection device.  Implant
Sciences' Quantum Sniffer(TM) QS-H150 is a portable, handheld
device that can detect PETN and other complex, hard-to-detect
explosives."  Mr. Small continued, "The QS-H150 has been
successfully employed at the Beijing Olympics, in China's Air
Marshal Program and on subways in China.  We are excited to help
Implant Sciences take advantage of any increases in demand for
their product in the U.S. and in foreign markets."

                      About Implant Sciences

Implant Sciences -- http://www.implantsciences.com-- develops,
manufactures and sells sophisticated sensors and systems for the
Security, Safety and Defense (SS&D) industries.  The Company has
developed proprietary technologies used in its commercial portable
and bench-top explosive trace detection systems which ship to a
growing number of locations domestically and internationally.


INDEPENDENT BANKERS' BANK: New Bank Takes Over Assets
-----------------------------------------------------
The Federal Deposit Insurance Corporation said January 13 that it
entered into a purchase and assumption agreement for the assets
and deposits of the recently created Independent Bankers' Bank
Bridge Bank, National Association (IBBBB).  The bridge bank was
created by the FDIC on December 18, 2009, to take over the
operations of Independent Bankers' Bank, Springfield, Illinois,
when the bank was closed by the Illinois Department of Financial
and Professional Regulation-Division of Banking.

The Independent BankersBank, Irving, Texas, will assume the
deposits and purchase some of the assets of IBBBB.  In a separate
transaction, Empire Advisory Group, Inc., Springfield, Illinois, a
financial services firm, will purchase the corporate trust
department of the failed bank.

TIB will provide correspondent banking services to IBBBB's client
banks.

As of December 31, 2009, IBBBB had approximately $269.3 million in
total assets and $285.3 million in total deposits.

TIB will purchase approximately $111.8 million of IBBBB's assets
and pay a premium of 0.32 percent to assume all of the deposits.
Empire Advisory Group, Inc. will pay $119,000 for IBBBB's
corporate trust department relating to client banks. The FDIC will
dispose of the remaining assets at a later date.

Customers who would like more information about today's
transaction also can visit the FDIC's Web site at:
http://www.fdic.gov/bank/individual/failed/ibb.html

                 About Independent Bankers' Bank

The Federal Deposit Insurance Corporation said December 18, 2009,
that it created a bridge bank to take over the operations of
Independent Bankers' Bank, Springfield, Illinois, after the bank
was closed by the Illinois Department of Financial and
Professional Regulation-Division of Banking, which appointed the
FDIC as receiver.  The newly created bank is Independent Bankers'
Bank Bridge Bank, National Association.

Independent Bankers' Bank had approximately 450 client banks in
four states, and operated one regional office.  As of September
30, 2009, Independent Bankers' Bank had approximately $585.5
million in assets and $511.5 million in deposits.  At the time of
closing, the bank had an estimated $269,000 in uninsured funds.


INTERNATIONAL ALUMINUM: Plan Outline Hearing on February 17
-----------------------------------------------------------
International Aluminum Corp. and its units have filed with the
U.S. Bankruptcy Court for the District of Delaware a joint plan of
reorganization and disclosure statement.

Under the Plan, senior secured creditors -- owed $125 million on a
term loan and $20 million on a revolving loan -- would receive $38
million in new notes and 100% of the equity in the reorganized
companies.  They will recover 72.5% to 82% of their claims.
Holders of other secured claims would have their claims reinstated
and will recover 100%.

General unsecured claims, administrative expense claims, tax
claims, certain priority non-tax claims and certain other secured
claims would be paid in full.

Holders of 12.75% Senior Subordinated Notes due 2014, aggregating
$45 million would receive nothing on account of their claims.
Carlyle Mezzanine Partners, L.P., is agent under the senior
subordinated loan agreement.  Existing equity interests would be
extinguished and equity holders won't have any distributions.
They are deemed to reject the Plan and won't be receiving ballots.

The Court will convene a hearing on February 17 to consider
approval of the adequacy of the information in the Disclosure
Statement.  Objections are due February 10.

A copy of the Plan is available for free at:

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

A copy of the disclosure statement is available for free at:

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

                   Disclosure Statement Objection

The Mezzanine Lenders -- the Debtors' largest unsecured creditors
who are owed in excess of $50 million -- have objected to the
Debtors' disclosure statement, saying that the Debtors filed their
Chapter 11 petitions to wipe out the Mezzanine Lenders and their
recoveries entirely.

The Debtors, according to the Mezzanine Lenders, are proposing an
illegal fast-track plan that unfairly discriminates against the
Mezzanine Lenders by purporting to pay unsecured creditors of the
Debtors in full other than the Mezzanine Lenders.  The Mezzanine
Lenders note that under the Plan, the Prepetition Lenders get
cash, new secured notes and 100% of the equity of the reorganized
Debtors; the Debtors' management receives rich employment
contracts and a news "management incentive plan" with "emergence
bonuses", all backed by an illegal plan support and lock-up
agreement with the Debtors' "new owners"; and Genstar receives
broad releases from any and all causes of action as a "Released
Party" under the Plan including with respect to prepetition
payments and other distributions made by the Debtors to Genstar
while insolvent, even specifying any claims against Genstar
arising under a certain advisory services agreement dated as of
March 30, 2007.

Fox Rothschild LLP and White & Case LLP represent the Mezzanine
Lenders.

                    About International Aluminum

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.


JAMES RANDAL STEVENSON: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Joint Debtors: James Randal Stevenson
                 aka Randy Stevenson
                 dba Double S Livestock
                 fdba Double S Livestock & Feeders
                 fdba Double S Feeders
               Charlene Diana Stevenson
                 aka Charlie Stevenson
                 135 N. Hightower Road
                 Wheatland, WY 82201

Bankruptcy Case No.: 10-20021

Chapter 11 Petition Date: January 11, 2010

Court: United States Bankruptcy Court
       District of Wyoming (Cheyenne)

Judge: Peter J. McNiff

Debtors' Counsel: Ken McCartney, Esq.
                  The Law Offices of Ken McCartney, P.C.
                  P.O. Box 1364
                  Cheyenne, WY 82003
                  Tel: (307) 635-0555
                  Fax: (307) 635-0585
                  Email: bnkrpcyrep@aol.com

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

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

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

The petition was signed by the Joint Debtors.


JARDEN CORP: S&P Raises Corporate Credit Rating to 'BB-'
--------------------------------------------------------
Standard & Poor's Ratings Services said it raised its ratings on
Jarden Corp. by one notch, including the corporate credit rating
to 'BB-' from 'B+'.  The outlook is stable.

S&P also assigned its 'B' issue rating (two notches lower than the
corporate credit rating) to Jarden's proposed $400 million senior
subordinated notes due 2020.  S&P assigned a recovery rating of
'6', indicating its expectation of negligible (0% to 10%) recovery
in the event of a payment default.  These ratings are based on
preliminary terms and are subject to review upon final
documentation.

S&P also raised its issue rating on Jarden's 8% senior unsecured
notes due 2016 to 'BB-' (the same as the corporate credit rating)
from 'B+', and the recovery rating remains a '3', indicating its
expectation of average (30% to 50%) recovery in the event of a
payment default.  At the same time, S&P raised the company's
existing 7.5% senior subordinated notes due 2017 to 'B' (two
notches lower than the corporate credit rating) from 'B-', and the
recovery rating remains a '6', indicating its expectation for
negligible (0% to 10%) recovery in the event of a payment default.
About $2.7 billion of debt was outstanding as of Sept. 30, 2009.

"The upgrade follows the company's improving operating performance
and credit measures despite a challenging economic and retail
environment," said Standard & Poor's credit analyst Rick Joy.
Proceeds from the proposed $400 million senior subordinated notes
offering will be used to repay a portion of the company's secured
term loan B as well as for general corporate purposes.

The company recently announced that it had reached an agreement to
acquire the Mapa Spontex baby care and home care businesses from
Total S.A. for approximately $500 million in cash.  Mapa Spontex
is a global manufacturer and distributor of baby care and home
care products with about $800 million in sales in 2008.  S&P
believes this acquisition further diversifies Jarden's global
presence and enhances its scale with retailers and household
penetration with its entry into additional product categories.

The ratings on Jarden reflect the highly competitive and difficult
operating environment in several of the company's businesses and
its leveraged financial profile.  The company's diversified
business portfolio, increased scale following a series of
acquisitions, and good market positions in numerous product
categories somewhat offset these factors.

Jarden is a leading provider of diversified niche consumer
products, small appliances, household products, fishing and
outdoor products, and sports equipment.  Jarden's diversified
sales mix includes ski and camping products in its largest
segment, Outdoor Solutions (about 46% of 2008 sales).  Through its
Consumer Solutions segment (33% of 2008 sales), the company
manufactures or sources, markets and distributes a variety of
houseware and small appliance products.  Within the housewares
industry, retailers are concentrated, competition is intense, and
companies generally can increase prices only by adding new
features to existing products.  However, recent growth through
acquisitions in the Outdoor Solutions segment, as well as growth
into other product areas, has reduced Jarden's exposure to the
housewares segment.  Jarden's two other business segments, Branded
Consumables and Process Solutions, represent about 15% and 6% of
2008 sales, respectively.

The outlook is stable.  Jarden has improved its credit metrics in
recent quarters, despite the current weak economy and difficult
consumer spending environment.  S&P expects Jarden will achieve
and sustain leverage below 4.5x over the near term.  S&P estimate
that even in a downside scenario, in which pro forma sales
declined 10% and margins dropped by 100 basis points, leverage
would still be at or below 5x.  S&P would consider lowering the
ratings if the company adopts a more aggressive financial policy,
or if the company encounters significant operating issues,
financial performance falls below S&P's expectations, or credit
protection measures meaningfully weaken and leverage materially
increased above 5x.  S&P would consider raising the rating if the
company can improve operating performance and credit measures,
including achieving and sustaining adjusted debt to EBITDA below
3.5x.


JOHNSON BROADCASTING: Still Not Ready for Plan Voting
-----------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Bankruptcy Court
scheduled a hearing on February 23 to discuss voting and
confirmation scheduling for the liquidating Chapter 11 plan for
Johnson Broadcasting Inc.

According to the report, Johnson Broadcasting has already obtained
approval for the disclosure statement explaining its plan.  Rather
than the usual procedure where creditors begin voting right away,
the bankruptcy judge instead scheduled another hearing to discuss
the solicitation and confirmation schedule, the report relates.

Based in Houston, Texas, Johnson Broadcasting Inc. and Johnson
Broadcasting of Dallas Inc. own and operate television stations in
Texas.  Closely held Johnson Broadcasting Inc. and Johnson
Broadcasting of Dallas Inc. filed separate petitions for Chapter
11 relief on October 13, 2008 (Bankr. S.D. Texas Case No. 08-36583
and 08-36585, respectively).  Johnson sought Chapter 11 protection
in October 2008 when the lessor of equipment sought to foreclose.
The controlling shareholder, Douglas R. Johnson, also filed in
Chapter 11 (Bankr. S.D Tex. Case No. 08-35584).

John James Sparacino, Esq., Joseph Peak Rovira, Esq., and Timothy
Alvin Davidson, II, Esq., at Andrews and Kurth, serve as counsel
to the Debtors.  In its schedules, Johnson Broadcasting Inc.
listed total assets of $7,759,501 and total debts of $14,232,988.

Una Vez Mas Houston Holdings LLC won the bankruptcy auction to buy
the operation for $28.8 million.


JOSEPH GILCHRIST: Taps John E. Venn as Bankruptcy Counsel
---------------------------------------------------------
Joseph Robert Gilchrist has sought approval from the U.S.
Bankruptcy Court for the Northern District of Florida to employ
John E. Venn, Jr., P.A., as bankruptcy counsel.

John E. Venn will, among other things:

     a) assist in preparation of pleadings and conduct of
        examinations related to administration of this Estate;

     b) to investigate, analyze, and take appropriate action, if
        required, relative to assets of the Estate and relative to
        disposal of assets;

     c) to prepare the Schedules, Statement of Financial Affairs,
        Chapter 11 Plan and Disclosure Statement; and

     d) to attend the First Meeting of Creditors, the hearing on
        the disclosure statement, and the confirmation hearing.

John E. Venn will be paid based on the hourly rates of its
personnel:

           Attorney                 $350
           Legal Assistant          $125

John E. Venn has represented and is representing Brucie Glassell
in connection with various financial problems she has experienced
as a result of the decline of the real estate market.  Ms.
Glassell is a partner in Gilchrist-Glassell Partnership which owns
eight units commonly referred to as the Landfall units.  In
addition, depending upon the disposition of the units and the
satisfaction of the mortgage on them, Ms. Glassell may be a
creditor of Debtor, or vice versa.  John E. Venn won't be
representing with Ms. Glassell or Debtor in connection with the
Gilchrist-Glassell Partnership or any claim either party may have
against the other.

John E. Venn, Jr., is a member of the panel of Chapter 7 trustees
and may have been appointed in Chapter 7 cases in which creditors
of the Debtor may have been creditors in the case.  According to
the Debtor, John E. Venn is responsible to the office of the
United States Trustee for administration of Chapter 7 cases
assigned to him.

The Debtor says that John E. Venn has only a business relationship
with the other attorneys and accountants involved in this case.

The Debtor assures the Court that John E. Venn is qualified to
represent it.

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 $11,000,367 in assets and $37,893,674 in
liabilities.


KENDALL BROOK: Sec. 341 Creditors Meeting Set for Feb. 11
---------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of Kendall
Brook LLC's creditors on February 11, 2010, at 1:30 p.m. at U.S.
Custom House, 721 19th Street, Room 104, Denver, CO 80202.

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.

Denver, Colorado-based Kendall Brook LLC filed for Chapter 11
bankruptcy protection on January 7, 2010 (Bankr. Colo. Case No.
10-10208).  David Wadsworth, Esq., who has an office in Denver,
Colorado, assists the Company in its restructuring effort.  The
Company has assets of $10,134,920, and total debts of $4,300,837.


LAMAR ARBORS: Wants to Employ Pronske & Patel as Bankr. Counsel
---------------------------------------------------------------
Lamar Arbors, LLC, has sought permission from the U.S. Bankruptcy
Court for the Northern District of Texas to employ Pronske &
Patel, P.C., as bankruptcy counsel.

Pronske & Patel will, among other things:

      a) take necessary action to protect and preserve the
         Debtor's estate, including the prosecution of actions on
         behalf of the Debtor, the defense of any actions
         commenced against the Debtor, negotiations concerning
         litigation in which the Debtor is involved, and
         objections to claims filed against the Debtor's estate;

      b) prepare on behalf of the Debtor necessary motions,
         answers, orders, reports, and other legal papers in
         connection with the administration of its estate herein;

      c) assist the Debtor in preparing for and filing one or more
         disclosure statements; and

      d) assist the Debtor in preparing for and filing one or more
         plans of reorganization at the earliest possible date.

Rakhee V. Patel, a shareholder with PronskePatel says that the
firm will be paid based on the hourly rates of its personnel:

          Rakhee V. Patel             $350
          Gerrit M. Pronske           $500
          Partners                  $300-$500
          Associates                $160-$195
          Legal Assistants            $100

PronskePatel has informed Debtor that it will not represent any
person in connection with any matter adverse to the Debtor or its
estate.  Prior to the Petition Date, PronskePatel represented the
entity, Stricker, LP, in its Chapter 11 bankruptcy in the United
States Bankruptcy Court, Northern District of Texas, Case No. 09-
44143.  Stricker's case commenced on July 7, 2009, and was
dismissed on September 29, 2009.  After the dismissal of its
bankruptcy case, Stricker contributed its 3.4355% undivided tenant
in common interest in 2201 East Lamar Boulevard in Arlington,
Texas, more commonly referred to as the Arbors at Brookhollow (the
Property) to the Debtor.  PronskePatel no longer represents
Stricker individually, but represents the Debtor as a whole.
PronskePatel submits that its prior representation of Stricker
does not give rise to any conflict regarding PronskePatel's
representation of the Debtor.

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

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.


LATHAM INT'L: Projects Negative Cash Flow to March
--------------------------------------------------
Bill Rochelle at Bloomberg News reports that Latham Manufacturing
Corp. filed required cash flow projections showing the Company
will need to begin drawing the revolving credit by mid-February.
By the week of March 20, it will have drawn $11.3 million from the
revolver, according to the projections.  Total receipts in the
period are projected to be almost $11 million.

Latham is scheduled to present its prepackaged reorganization plan
on January 21 for confirmation.  Under the Plan, upon the
effective date, the assets and liabilities of the Debtors will be
treated as pooled and all claims will be satisfied by the Debtors
or by New Opco.  New Opco is a Delaware corporation acquiring all
of the assets of Latham International Inc., Latham Manufacturing
Corp., and Kafko (U.S.) Corp. in exchange for new equity and new
note pursuant to the terms of the Plan.

                   About Latham International

Latham, New York-based Latham International, Inc., dba Latham
Acquisition Corporation, is the largest manufacturer of swimming
pool components and pool accessories in North America.  Latham
offers a broad product line, including in-ground and above ground
vinyl liners, polymer and steel pool wall systems, fiberglass
pools, steps, ladders, pool safety covers, automatic pool covers
and a variety of other pool related accessories sold under
recognized brand names such as Pacific Pools, Ft. Wayne Pools,
Elite, Sterling, Kafko, Performance, Technican, Triac, Viking, CPC
and Coverstar.  Latham's products are sold primarily to the in-
ground pool market both through a wide range of business-to-
business distribution channels in the US, Canada and Europe,
and direct to pool builders and dealers.

Latham International filed for Chapter 11 bankruptcy protection on
December 22, 2009 (Bankr. D. Delaware Case No. 09-14490).  The
Company's affiliates -- Latham Manufacturing Corp.; Viking Pools,
LLC; Coverstar, LLC; and Kafko (US) Corp. -- also filed Chapter 11
bankruptcy petition.  Laura Davis Jones, Esq.; Michael Seidl,
Esq.; and Timothy P. Cairns, Esq., at Pachulski Stang Young &
Jones LLP, assist the Debtors in their restructuring efforts.
Latham International listed $50,000,001 to $100,000,000 in assets
and $100,000,001 to $500,000,000 in liabilities.


LAS VEGAS MONORAIL: Files for Chapter 11 Bankruptcy
---------------------------------------------------
Las Vegas Monorail Company, a Nevada non-profit corporation, filed
a Chapter 11 petition on January 13.  The board resolution
recommending the filing said that Las Vegas Monorail is unable to
pay its debt as they mature and said the company is filing for
Chapter 11 to effect a plan of reorganization.

Curtis L. Myles, III, president and CEO of LVMC, relates in an
affidavit that since the inception of operations, LVMC's cash flow
from operations, while sufficient to meet operational costs has
been insufficient to service its existing debt obligations Since
the initial commencement of operations on July 14, 2004, proceeds
from the initial financing and LVMC's debt service reserves have
been used to bridge the gap between its cash flow from operations
and debt service obligations.  These reserves have now been
depleted and the surety bond which was posted as part of the
LVMC's initial financing will be depleted no later than July 2010.
According to Mr. Myles, while limited additional revenue
enhancement and cost savings opportunities may exist, the
incremental benefits from the initiatives will not generate
sufficient cash flow to meet the LVMC's existing debt service
obligations and its significant capital expenditure requirements
commencing in 2019.

Review-Journal says the Company was forced to dip into its reserve
funds in 2008 in an effort to meet more than $19 million in
principal and interest due for the bonds issued by the Business
and Industry division.

According to Mr. Myles, while the initial projections and
expectations for the Monorail were flawed, that does not mean that
the Monorail cannot be restructured so that it can meet its CAPEX
needs, find additional sources of revenue and funding, and expand
its system, while providing some level of predetermined and
performance-based cash flow to the Bondholders.

Mr. Myles relates that LVMC is currently in the planning stages of
a proposed expansion to McCarron International Airport, which
would help deliver Las Vegas visitors to their business and
vacation destinations along the Las Vegas Strip.  The proposed
expansion is expected to dramatically increase ridership and
revenues, and further serve the Debtor's goal of reducing
congestion along the Las Vegas Strip.  This phase of expansion
planning includes seeking environmental approval(s), securing
appropriate entitlement rights through the Clark County Monorail
Franchise and finalizing a ridership forecast for the expansion,
Mr. Myles states.  "However, none of this is possible unless
immediate action is taken to restructure the LVMC's debt service
requirements and provide reserves for its CAPEX needs.  The
alternative is the Monorail literally ceasing service sometime in
2019 or 2020."

                     About Las Vegas Monorail

Las Vegas Monorail Company, organized by the State of Nevada in
2000 as a nonprofit corporation, owns and manages the Las Vegas
Monorail.  The Monorail is a seven-stop, elevated train system
that travels along a 3.9-mile route near the Las Vegas Strip.
LVMC has contracted with Bombardier Transit Corporation to operate
the Monorail.

Though it benefits from its tax-exempt status due to being a
nonprofit entity, LVMC claims to be the first privately-owned
public transportation system in the nation to be funded solely by
fares and advertising.  LVMC says it receives no governmental
financial support or subsidies.

LVMC filed for Chapter 11 on Jan. 13, 2009 (Bankr. D. Nev. Case
No. 10-10464).  The petition says that assets are between $10
million to $50 million while debts are between $500 million to $1
billion.  Gordon Silver has been tapped as bankruptcy counsel.
Alvarez & Marsal North America, LLC, is the financial advisor.
Stradling Yocca Carlson & Rauth is the special bond counsel.
Jones Vargas is the special corporate counsel.


LAS VEGAS MONORAIL: Ambac Wants Chapter 11 Case Dismissed
---------------------------------------------------------
Ambac Assurance Corporation is asking the Bankruptcy Court to
dismiss the chapter 11 petition of Las Vegas Monorail on the
grounds that LVMC is ineligible to be a debtor under chapter 11 of
the Bankruptcy Code.

Ambac Assurance filed the motion the same day LVMC filed its
bankruptcy petition.

Laurel E. Davis, Esq., at Fennemore Craig, P.C., says LVMC is a
"municipality" for the purposes of the Bankruptcy Code and, as
such, it is ineligible to be a debtor under chapter 11.
"Municipality" is defined under Section 101(40) of the Bankruptcy
Code to include a "public agency or instrumentality of a State."
A municipality can only file for bankruptcy under the municipal
reorganization provision of Chapter 9.

Mr. Davis noted, among other things, (i) LVMC itself has certified
and agreed that it "is an instrumentality of the State of Nevada,
is controlled by the Governor of the State of Nevada" in documents
relating to the issuance of bonds, and (ii) LVMC was incorporated
for the public purpose of constructing, maintaining and operating
the Las Vegas Monorail as "a public mass transit monorail system
with general public access in all respects.

LVMC financed its acquisition and improvement of the Monorail with
the proceeds of three series of tax-exempt governmental bonds
issued by State of Nevada Department of Business and Industry: (a)
the $451,448,217 original principal amount 1st Tier Series 2000;
(b) the $149,200,000 original principal amount 2nd Tier Series
2000; and (c) the $48,500,000 original principal amount 3rd Tier
Series 2000.  The Bonds constituted the largest issue of tax-
exempt Bonds in the history of the State of Nevada.

Ambac says its interest in the Chapter 11 Case arises, in part,
under three arrangements related to the 1st Tier Bonds.  First,
Ambac has insured the payment of scheduled amounts of principal
and interest on the 1st Tier Bonds pursuant to its Municipal Bond
Insurance Policy Number 17548BE, dated September 20, 2000. Second,
Ambac has guaranteed payments from the Debt Service Reserve Fund
for the 1st Tier Bonds in an amount not to exceed $20,991,807.50
under Surety Bond No. SB1080BE it issued to the Trustee.  Third,
Ambac owns $8.5 million in principal amount of 1st Tier Bonds

As of January 13, 2009, Ambac has made payments under its Policy
or Surety in the aggregate amount of $20,532,771 due to LVMC's
failure to pay required installments of interest on the 1st Tier
Bonds as and when due under the Financing Agreement and the Senior
Indenture.  If LVMC never makes another payment on the 1st Tier
Bonds, then Ambac estimates that its total exposure under the
Policy and Surety will be approximately $1,163,435,771

Ambac says it is entitled to exercise substantial rights and
remedies under the Financing Agreement and Senior Indenture. The
rights and remedies afforded to Ambac include, without limitation:

    A. The right to control and direct the enforcement of all
       rights and remedies available to the Trustee or the holders
       of Senior Bonds under the Senior Indenture, Financing
       Agreement, or applicable law.

    B. The right to receive LVMC's financial statements and other
       requested information, to discuss LVMC's finances and
       affairs with appropriate officers and agents of LVMC, to
       inspect the Monorail, to have access to LVMC's books and
       records, and to direct an accounting by LVMC.

    C. The right to approve any contractor, operator, manager,
       independent engineer or revenue and ridership consultant to
       be engaged by LVMC.

                     About Las Vegas Monorail

Las Vegas Monorail Company, organized by the State of Nevada in
2000 as a nonprofit corporation, owns and manages the Las Vegas
Monorail.  The Monorail is a seven-stop, elevated train system
that travels along a 3.9-mile route near the Las Vegas Strip.
LVMC has contracted with Bombardier Transit Corporation to operate
the Monorail.

Though it benefits from its tax-exempt status due to being a
nonprofit entity, LVMC claims to be the first privately-owned
public transportation system in the nation to be funded solely by
fares and advertising.  LVMC says it receives no governmental
financial support or subsidies.

LVMC filed for Chapter 11 on Jan. 13, 2009 (Bankr. D. Nev. Case
No. 10-10464).  The petition says that assets are between $10
million to $50 million while debts are between $500 million to $1
billion.  Gordon Silver has been tapped as bankruptcy counsel.
Alvarez & Marsal North America, LLC, is the financial advisor.
Stradling Yocca Carlson & Rauth is the special bond counsel.
Jones Vargas is the special corporate counsel.


LENTEK INTERNATIONAL: 11th Cir. Affirms Malpractice Suit Dismissal
------------------------------------------------------------------
WestLaw reports that a bankruptcy court's determination, for the
purposes of a liquidating trustee's claims against a law firm and
one of its attorneys for an alleged fraudulent transfer,
malpractice, and breach of fiduciary duty, that an attorney-client
relationship did not exist between the debtor-corporation and
either the law firm or the attorney under Florida law was not
clearly erroneous, the Eleventh Circuit Court of Appeals has ruled
in unpublished decision.  There was no evidence that anyone acting
on the corporation's behalf consulted with the firm or the
attorney seeking legal advice for the corporation, and substantial
evidence, including the testimony of the corporation's officers,
supported the finding that the corporation reasonably believed
that no attorney-client relationship existed.  In re Lentek
Intern., Inc., 2009 WL 3004043 (11th Cir.).

Lentek International, Inc., sought Chapter 11 protection (Bankr.
M.D. Fla. Case No. 03-08035) in 2003.  Michael Moecker, serving as
the Liquidating Trustee for Lentek International, Inc., sued
(Bankr. M.D. Fla. Adv. Pro. No. 05-190) the law firm of
Greenspoon, Marder, Hirschfeld, Rafkin, Ross, Berger & Abrams
Anton P.A., to recover for malpractice allegedly committed by the
law firm during its representation of the debtor, and the law firm
defended itself on the theory that it had not represented the
debtor, but had an attorney-client relationship only with debtor's
principal.  The Honorable Karen S. Jennemann ruled, 377 B.R. 396,
in the law firm's favor, the U.S. District Court (S.D. Fla. Case
No. 08-cv-00058) affirmed, and the Eleventh Circuit again affirms
Judge Jennemann ruling.


LIVERMERCIAL AVIATION: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Livermercial Aviation Holding, LLC
        3001 Leonard Drive, #301
        Valparaiso, IN 46303

Bankruptcy Case No.: 10-20051

Chapter 11 Petition Date: January 11, 2010

Court: United States Bankruptcy Court
       Northern District of Indiana (Hammond Division)

Judge: J. Philip Klingeberger

Debtor's Counsel: Shelly DeRousse, Esq.
                  55 West Monroe Street, Suite 1200
                  Chicago, IL 60603
                  Tel: (312) 641-0060
                  Email: sderousse@stahlcowen.com

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

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

The petition was signed by Johnny Mathis, member of the company.


LNR PROPERTY: Taps Lazard, Dewey on $1-Bil. Debt Restructuring
--------------------------------------------------------------
Bloomberg News' Jonathan Keehner and Brian Louis report that LNR
Property Corp., the real-estate finance company owned by Cerberus
Capital Management LP, has hired Lazard Ltd. and Dewey LeBoeuf LLP
to help restructure as much as $1 billion of debt and prepare for
a possible bankruptcy filing.

People familiar with the matter told Bloomberg Lazard Ltd. is
advising LNR on its options, while Dewey LeBoeuf would represent
the company in any bankruptcy reorganization.  The sources
declined to be identified because the talks are private.  The
sources told Bloomberg a bankruptcy filing isn't imminent and may
not happen.

Two of Bloomberg's sources said LNR's largest creditors, including
Oaktree Capital Management LLC, also are talking to advisers about
restructuring the Company's debts.

Jen Brown, a spokeswoman for LNR, and representatives of Cerberus,
Lazard, Dewey LeBoeuf and Oaktree declined to comment.

Miami Beach, Florida-based LNR was spun off from U.S. homebuilder
Lennar Corp. in 1997.  LNR in 2005 was bought by a company 75%-
owned by Cerberus and its real estate affiliate Blackacre
Institutional Capital Management LLC and co-investors.


LOWER BUCKS HOSPITAL: Case Summary & 30 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Lower Bucks Hospital
           dba Temple Lower Bucks Hospital Inc.
        501 Bath Road
        Bristol, PA

Bankruptcy Case No.: 10-10239

Debtor-affiliate filing separate Chapter 11 petition:

    Entity                                 Case No.
    ------                                 --------
Lower Bucks Health Enterprises, Inc        10-10241
Advanced Primary Care Physicians           10-10243
  dba Fairles Hills Medical Center

Chapter 11 Petition Date: January 13, 2010

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania

Judge: Eric L. Frank

About the Business: Lower Bucks Hospital is a nonprofit hospital
                    based in Bristol, Pennsylvania.  The Hospital
                    is currently licensed to operate 183 beds.
                    Together with affiliates Advanced Primary Care
                    Physicians and Lower Bucks Health Enterprises,
                    Inc., Lower Bucks owns a 36-acre campus with
                    several medical facilities.  The Hospital's
                    emergency room serves approximately 30,000
                    patients annually.  For the fiscal year ending
                    June 30, 2009, Lower Bucks had $114 million in
                    consolidated revenues.

Debtors' Counsel: Jeffrey C. Hampton, Esq.
                  Adam H. Isenberg
                  Saul Ewing LLP
                  1500 Market Street, 38th Floor
                  Philadelphia, PA 19102
                  Tel: (215) 972-7777

Debtors' Claims
& Notice Agent:   Donlin Recano

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

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

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

            http://bankrupt.com/misc/paeb10-10239.pdf

Debtor's List of 30 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Pension Benefit Guaranty   Pension Obligations    $35,000,000
Corporation

Bank of NY Mellon Trust    Bond debt              $24,870,000
Company, NA Indentured
Trustee

Horizon Mental Health      Trade                  $279,396
Management

Guidant Corporation        Trade                  $254,875

Siemens Health Services    Trade                  $231,515
Corporation

Alcon Labs                 Trade                  $209,211

Abbott Vascular            Trade                  $176,045

Emergency Physicians       Services               $168,000
Associates

Amerisource Bergen Corp.   Trade                  $165,882

St. Jude Medical SC, Inc.  Trade                  $149,027

Sodexho Inc. & Affiliates  Trade                  $119,535

Synthes (USA)              Trade                  $96,179

HSBC-Medical Equipment     Trade                  $88,827
Leasing Division

Medtronic USA              Trade                  $85,308

Johnson & Johnson Corp.    Trade                  $83,315

Beckman Coulter Corp.      Trade                  $81,076

Biotronik, Inc.            Trade                  $73,770

FDR Services Corp.         Trade                  $71,312

Hill-Room                  Trade                  $71,135

Exactech                   Trade                  $67,569

PECO                       Utilities              $65,803

Lower Bucks Physicians     Services               $63,417
Associates, PC

American Red Cross         Trade                  $56,067

Aureus Radiology           Trade                  $52,943

Aetna US Healthcare-Refund Trade                  $47,229

Boston Scientific          Trade                  $46,993

Advanced Nursing &         Trade                  $41,297
Staffing, Inc.

Siemens Medical Solutions  Trade                  $36,989

Hospira Worldwide          Trade                  $35,018

Surgical Staff, Inc.       Trade                  $34,430

The petition was signed by Albert A. Mezzaroba, president, chief
executive officer and chief restructuring officer of the Company.


LUNA INNOVATIONS: Wins Ch. 11 OK After Settlement With Hansen
-------------------------------------------------------------
Law360 reports that Luna Innovations Inc. secured approval of a
Chapter 11 plan incorporating a settlement with Hansen Medical
Inc., the company that won a $36 million trade secrets verdict
that sent Luna into bankruptcy six months ago.

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: Largest Investor Exchanges Debt for Equity
------------------------------------------------------------
Luna Innovations Incorporated (NASDAQ: LUNA) announced January 13
that Carilion Clinic, its largest non-employee shareholder, has
exchanged all outstanding convertible promissory notes of Luna,
with a balance of principal and accrued interest equal to $6.2
million, for newly issued shares of Series A Convertible Preferred
Stock of Luna.

"We are significantly deleveraging our indebtedness and
simultaneously increasing our stockholders equity, which
materially strengthens Luna's balance sheet."

In 2005, Carilion Clinic invested $10 million in equity and
$5 million in convertible promissory notes of Luna.  The
indebtedness accrued interest at 6 percent annually and had an
aggregate balance of $1.2 million in accrued interest.  Carilion
elected to exchange the entire balance of this indebtedness for
shares of Luna preferred stock that will be convertible into
shares of common stock at the original conversion price of the
promissory notes of $4.69 per share.  In addition, Carilion will
receive warrants for 356,000 shares of common stock that are
exercisable beginning in 2013 at an exercise price of $2.50 per
share.

"Carilion has been an exceptional strategic partner of Luna's and
is reaffirming its commitment by exchanging all of its debt for
equity," said Kent Murphy, Chief Executive Officer.  "We are
significantly deleveraging our indebtedness and simultaneously
increasing our stockholders equity, which materially strengthens
Luna's balance sheet."

                     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 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.


LYONDELL CHEMICAL: Court Expunges $626M in Claims
-------------------------------------------------
A bankruptcy judge has expunged more than 770 claims totaling
about $626 million against Lyondell Chemical Co., most allegedly
filed against the wrong debtor, Law360 reports.

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)


MAMMOTH HENDERSON: Taps Corcovelos Law as Gen. Bankruptcy Counsel
-----------------------------------------------------------------
Mammoth Henderson II, LLC, asks the U.S. Bankuptcy Court for the
Central District of California for permission to employ Corcovelos
Law Group as general bankruptcy counsel.

The firm will, among other things:

   a. advise the Debtor on the requirements of the Bankruptcy
      Code, the Federal Rules of Bankruptcy Procedure, the Local
      Bankruptcy Rules, and the requirements of the U.S. Trustee
      pertaining to the administration of the Debtor's estate;

   b. prepare motions, applications, answers, orders, memoranda,
      reports, and papers, etc., in connection with the
      administration of the estate; and

   c. protect and preserve the estate by prosecuting and defending
      actions commenced by or against the Debtor and analyzing,
      and preparing necessary objections to, proofs of claim filed
      against the estate.

Thomas C. Corcovelos, Esq., of counsel of the firm, tells the
Court that the firm received $25,000 as retainer against future
fees and expenses, the source of the retainer payments was the
Debtor.  As of the petition date, the remaining balance of the
retainer was $20,000.

The hourly rates of the firm's personnel are:

     Mr. Corcovelos                  $400
     Bahar Geslin                    $300
     Paralegals                      $200

Mr. Corcovelos assures the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Corcovelos can be reached at:

     Corcovelos Law Group
     1001 Sixth St., Suite 150
     Manhattan Beach, CA 90266
     Tel: (310) 374-0116
     Fax: (310) 318-3832

San Juan Capistrano, California-based Mammoth Henderson II LLC
filed for Chapter 11 bankruptcy protection on November 5, 2009
(Bankr. C.D. Calif. Case No. 09-22234).  Thomas C. Corcovelos,
Esq., who has an office in Manhattan Beach, California, assists
the Company in its restructuring efforts.  According to the
schedules, the Company has assets of $24,002,100, and total debts
of $20,895,296.


MARIBELLAX GROUP: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Maribellax Group, Ltd.
          dba Maribellax Group
        63 Montgomery Avenue
        Staten Island, NY 10301

Bankruptcy Case No.: 10-40156

Chapter 11 Petition Date: January 11, 2010

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Debtor's Counsel: Richard M. Gabor, Esq.
                  Gabor & Marotta LLC
                  1878 Victory Boulevard
                  Staten Island, NY 10314
                  Tel: (718) 390-0555
                  Fax: (718) 390-9886
                  Email: rgabor@gabormarottalaw.com

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

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

The petition was signed by Kevin Barry Love, member of the
company.


MERCER INTERNATIONAL: Zellstoff Stendal Gets Loan Facility Waiver
-----------------------------------------------------------------
Mercer International Inc.'s 74.9% owned subsidiary, Zellstoff
Stendal GmbH, has obtained a waiver of the permitted leverage
ratio of total debt to EBITDA under its loan facility for the year
ended December 31, 2009.

Mr. Jimmy S.H. Lee, President and Chairman, stated: "We are very
pleased with receipt of this waiver and the support from our
lenders who continue to demonstrate their confidence in the
Stendal mill's long-term performance."

Mercer International Inc. -- http://www.mercerint.com/-- is a
global pulp manufacturing company.


MESA AIR: Seeks Approval for Pachulski as Bankruptcy Attorneys
--------------------------------------------------------------
Mesa Air Group Inc. and its units seek the Court's authority to
employ Pachulski Stang Ziehl & Jones LLP as their bankruptcy
attorneys, nunc pro tunc to the Petition Date.

Pachulski represented Mesa Air Group, Inc., and its subsidiaries
since April 27, 2009.  The firm is very familiar with the
Debtors' business and affairs, and many of the potential legal
issues that may arise in the context of these Chapter 11 cases,
Michael J. Lotz, Mesa Air's president, relates.

As counsel, Pachulski will:

  (a) take necessary or appropriate actions to protect and
      preserve the Debtors' estates;

  (b) prepare, on behalf of the Debtors, as debtors in
      possession, necessary or appropriate motions,
      applications, answers, orders, reports and other papers in
      connection with the administration of their estates;

  (c) counsel the Debtors with regard to their rights and
      obligations as debtors in possession, and their powers and
      duties in the continued management and operations of their
      businesses and properties;

  (d) take necessary or appropriate actions in connection with a
      plan or plans of reorganization, related disclosure
      statements and all related documents, and further actions,
      as may be required in connection with the administration
      of the Debtors' estates; and

  (e) act as general bankruptcy counsel for the Debtors, and
      perform all other necessary or appropriate legal services
      in connection with these Chapter 11 cases.

Pachulski will be paid its standard hourly rates, subject to
periodic adjustments, and reimbursed of actual, necessary
expenses and other charges incurred by the firm.  The current
hourly rates of the principal attorneys and paralegals presently
designated to represent the Debtors are:

         Richard M. Pachulski                  $925
         Laura Davis Jones                     $855
         Robert J. Feinstein                   $855
         Debra I. Grassgreen                   $775
         Joshua M. Fried                       $625
         Maria A. Bove                         $550
         John W. Lucas                         $450
         David A. Abadir                       $425
         Patricia Jeffries                     $235

Other attorneys and paralegals may, from time to time, serve the
Debtors in connection with these matters.

Pachulski will also be reimbursed for any necessary out-of-pocket
expenses.

Richard M. Pachulski, Esq., a partner at Pachulski Stang Ziehl &
Jones LLP, relates that the firm represented, represents, and in
the future will likely represent many entities that are claimants
of or interest holders in the Debtors in matters unrelated to
these pending Chapter 11 cases.  Some of these entities are, or
may consider themselves to be, creditors or parties in interest
in these bankruptcy cases or to otherwise have interests in these
cases, he says.

The firm, however, is not representing any of those entities and
will not represent them in any matters that they may have against
the Debtors in these Chapter 11 cases, Mr. Pachulski assures the
Court.

Mr. Pachulski also discloses that the firm currently represents
Greenwich Capital Financial Products, Inc., in connection with
its interests in In re American Business Financial Services,
Inc., case no. 05-10203 (MFW) (Bankr. D. Del. 2005).  He adds
that the firm also currently represents CIT Group/Business
Credit, Inc., in connection with its interests in In re New
Century TRS Holdings, Inc., case no. 07-10416 (KJC) (Bankr. D.
Del. 2007).  These representations are unrelated to the Debtors'
bankruptcy cases, he assures the Court.  Mr. Pachulski adds that
his firm does not and will not represent these entities in the
Debtors' cases and will not represent the Debtors in any claim
may have against these entities.

Mr. Pachulski further discloses that during the 12-month period
before the Petition Date, the firm received an aggregate of
$1,400,204 from the Debtors for professiona1 services performed
and expenses incurred, a portion of which is an unapplied
retainer.  The Debtors did not owe Pachulski any amounts for
legal services rendered before the Petition Date, although, as of
the Petition Date, the firm had not completed a final
reconciliation of its prepetition fees and expenses.

Upon final reconciliation of the amount actually incurred
prepetition, Pachulski will apply its retainer to the outstanding
fees, and any balance remaining from the prepetition payments to
the firm will be utilized as retainer to apply to postpetition
fees and expenses pursuant to the compensation procedures
approved by the Court and the Bankruptcy Code, Mr. Pachulski
says.

Pachulski does not hold or represent any interest adverse to the
Debtors' estates.  The firm is a disinterested person, as the
term is defined in Section 101(14) of the Bankruptcy Code, he
asserts.

                       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: Seeks Court OK for Imperial as Financial Advisor
----------------------------------------------------------
Mesa Air Group Inc. and its units seek the Court's authority to
employ Imperial Capital, LLC, as their financial advisor and
investment banker, nunc pro tunc to the Petition Date.

The Debtors also ask the Court to approve the proposed terms of
employment under the engagement agreement dated July 2, 2009, and
the addendum dated December 29, 2009, between the Debtors and
Imperial.

In 2009, Imperial served as financial advisor to the Debtors in
the restructuring of approximately $150,000,000 of convertible
notes, Michael J. Lotz, the Debtors' president, relates.
Imperial commenced its current engagement with the Debtors in
late June 2009 and revised the Engagement Letter dated July 2,
2009.

Pursuant to the Engagement Letter, the Debtors retained Imperial
to provide financial advisory services in connection with the
evaluation of strategic alternatives and:

  (i) the formulation of a plan of reorganization, which may be
      consummated with or without the supervision of the United
      States Bankruptcy Court, and which will entail material
      modifications to, or termination of, the Company's
      existing securities, credit agreements, aircraft lease
      obligations (covering not less than 30 aircraft) or other
      material contractual obligations -- a Restructuring; and

(ii) a potential transaction, which transaction may include a
      capital raise involving at least $15,000,000, merger,
      consolidation, or any other business combination, in one
      or a series of transactions, or a purchase or sale
      involving all or substantially all of the business,
      securities or assets of the Company, or one or more
      subsidiaries or divisions of the Company, or any
      transaction structured to substantially achieve the same
      result -- each a Transaction.

Pursuant to the Engagement Letter, Imperial has provided, is
providing and will continue to provide, consulting and advisory
services as the parties deem appropriate and feasible to advise
the Debtors in the course of their Chapter 11 cases.

Specifically, Imperial will render various services to the
Debtors, including:

  (a) analysis of the Debtors' business, operations, properties,
      financial condition, competition, prospects and
      management;

  (b) assistance to the Debtors in the preparation of its
      financial forecasts and related scenarios;

  (c) financial valuation of the ongoing operations of the
      Debtors;

  (d) assistance to the Debtors in the preparation of reports
      and other materials related to a potential Restructuring,
      and updates on the Debtors and their financial
      performance, and assistance to the Debtors in the
      communication of those materials with their existing key
      constituents;

  (e) assistance to the Debtors in developing, evaluating,
      structuring and negotiating the terms and conditions of a
      potential Restructuring or Transaction;

  (f) identification and contact selected qualified buyers for a
      Transaction and furnishing them with copies of offering
      materials related to a Transaction; and

  (g) other financial advisory services with respect to
      the Debtors' financial issues as may be agreed upon by the
      parties.

According to Mr. Lotz, as compensation for the services rendered
pursuant to the Engagement Letter, as amended, the Debtors have
agreed to pay Imperial:

  (a) a cash advisory fee of $150,000 per month; and

  (b) a base fee of $2,500,000, payable in cash upon the closing
      of a Restructuring or upon consummation of a Transaction.
      However, the Completion Fee will be increased to
      $3,800,000 if the Restructuring or Transaction involves
      the raising of significant new financing of not less than
      $15,000,000, or if the present value of expected future
      cash benefits resulting from the Restructuring or
      Transaction exceeds $20,000,000.

In addition, expenses incurred by Imperial in connection with the
services to be rendered will be reimbursed by the Debtors.

Mr. Lotz informs the Court that before the Petition Date, and
according to the terms of the Engagement Letter, as amended,
Imperial received a total of $700,988 from the Debtors, including
$625,000 from the Debtors on account of advisory fees, $50,000 on
account of deposit for prepayment of certain estimated expenses,
and $25,988 for reimbursable expenses.

Imperial will hold any amounts received prepetition in excess of
fees and expenses that accrued prepetition, including the
Deposit, and apply the excess amounts towards fees and expenses
that accrue postpetition, subject to the entry of an order of the
Court authorizing the payment of those fees and expenses.

Marc A. Bilbao, a managing director of Imperial Capital, LLC,
relates that the firm provides financial advisory services to an
array of clients in the areas of restructuring and distressed
debt.  As a result, Imperial has represented, and may in the
future represent, certain parties-in-interest in matters
unrelated to the Debtors' Chapter 11 cases.

Imperial and its affiliates may have, and may continue, to have
investment banking and other relationships with parties other
than the Debtors pursuant to which Imperial may acquire
information of interest to the Debtors.

Mr. Bilbao discloses that Imperial has previously and may again
represent Hawaiian Airlines with respect to various investment
banking activities.  Imperial has also previously and may again
represent the Air Line Pilots Association to provide ALPA and
ALPA's United Master Executive Council with investment banking
and other financial advisory services and advice with respect to
UAL Corporation.  Imperial will have no obligation to disclose
those information to the Debtors, or to use those information in
connection with the matters set forth in the Engagement Letter.

If the Court approves Imperial's retention, Imperial will not
accept any engagement or perform any service for any entity or
person other than the Debtors in these Chapter 11 cases.
Imperial will, however, continue to provide professional services
to entities or persons that may be creditors or equity security
holders of the Debtors or parties in interest in these Chapter 11
cases, provided that these services do not relate to, or have any
direct connection with, these Chapter 11 cases or the Debtors,
Mr. Bilbao assures the Court.

Imperial does not hold or represent any interest adverse to the
Debtors or their estates.  Imperial is a disinterested person, as
the term is defined in Section 101(14) of the Bankruptcy Code,
Mr. Bilbao attests.

                       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: Wants to Continue LOC & Surety Bond Programs
------------------------------------------------------
In the ordinary course of their business, Mesa Air, Inc., and its
debtor affiliates are required to provide to third parties
certain letters of credit and surety bonds to secure their
payment or performance of certain obligations, including workers'
compensation obligations; obligations owed to municipalities;
obligations associated with foreign operations; contractual or
permit obligations; fuel and liquor taxes; airport obligations;
and U.S., Canadian or other customs requirements.

Pursuant to Sections 105(a), 363, and 364 of the Bankruptcy Code,
the Debtors seek authority from Judge Martin Glenn of the
U.S. Bankruptcy Court for the Southern District of New York to
(i) pay, in their sole discretion, all amounts arising under
their Letter of Credit and Surety Bond Programs due and payable
after the Petition Date, and (ii) renew or obtain, in their sole
discretion, new letters of credit and surety bonds, as needed, in
the ordinary course of business.

It is vital that the Debtors be permitted to continue and renew
their Letter of Credit and Surety Bond Programs to ensure there
is no disruption in their ability to conduct their operations,
Maria A. Bove, Esq., at Pachulski Stang Ziehl & Jones LLP, in New
York, tells the Court.  The non-payment of any obligations under
the Letter of Credit and Surety Bond Programs could result in one
or more of the Providers terminating or declining to renew their
letters of credit or surety bonds, or refusing to enter into
letters of credit or surety bonds with the Debtors in the future,
she asserts.

If any letters of credit or surety bonds lapse without renewal,
the Debtors could default on various obligations, which could
severely disrupt the Debtors' operations, to the detriment of all
parties-in-interest, Ms. Bove says.

As of the Petition Date, the Providers have posted, on behalf of
the Debtors, approximately $12,300,000 in outstanding letters of
credit issued pursuant to certain prepetition agreements.

Many of these letters of credit are collaterized by cash
collateral.  Commission and transaction fees are charged by the
Providers on an annual basis as a requirement for the issuance
and maintenance of these letters of credit, Ms. Bove relates.
The amounts charged are generally on a percentage basis.  The
Debtors do not believe they owe any prepetition amounts to the
Providers under the letters of credit, she adds.

As of the Petition Date, the Debtors have approximately
$2,500,000 in outstanding surety bonds.  The premiums for most of
the surety bonds are determined annually and are paid by the
Debtors at inception and annually thereafter, according to Ms.
Bove.

The Debtors' principal surety is Fidelity and Deposit Company of
Maryland.  In addition, the Debtors use brokers to procure surety
bonds.  The Debtors believe that all premiums and related fees
that were due as of the Petition Date have been fully paid.

The Debtors are parties to a number of Provider indemnity
agreements, pursuant to which the Debtors have agreed to
indemnify certain parties from any loss, cost, damage or expense
they may incur by reason of their execution of any bonds on
behalf of the Debtors.  By this motion, the Debtors seek the
authority, but not the obligation, to honor these Provider
Indemnity Agreements.

Based on the current financial status of the Debtors, Ms. Bove
says it is unlikely that they will be able to renew or obtain
replacement letters of credit or surety bonds on an unsecured
basis or, in some cases, capacity may not be available even on a
secured basis.

The Debtors' ability to provide the financial assurances
necessary to continue their business operations during the
reorganization process will require the maintenance of the
existing Letter of Credit and Surety Bond Programs, Ms. Bove
tells the Court.  In addition, the Debtors may also need
additional letters of credit and bonding capacity not currently
provided by the Letter of Credit and Surety Bond Programs, she
says.

A list of the lending institutions, sureties and private
insurance carriers that provide the Debtors with letters of
credit or surety bonds, including the aggregate coverage amounts
provided, is available at no charge at:

http://bankrupt.com/misc/MA_LOC&SuretyBondsProviders010810.pdf

The Court will convene a hearing on January 26, 2010, at 10:00
a.m. (Eastern Time) to consider approval of the request.
Objections are due January 19.

                       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)


MICHAEL DAY: Court Approves Asset Sale to Radici Group
------------------------------------------------------
Frank Esposito at Plastic News reports that a federal judge
approved the sale of Michael Day Enterprises Inc.'s assets to
Radici Group, which is paying $5.7 million for the Company's
assets.  No other qualifying bids for the Company's assets were
received.

Michael Day Enterprises Inc. -- http://www.mdayinc.com/ -- is a
privately owned manufacturer of engineering thermoplastic
compounds to the automotive industry and other major markets.


NAILITE INTERNATIONAL: Court Confirms Plan of Liquidation
---------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware confirmed Nailite International Inc.'s Plan
of Liquidation.

The liquidating Chapter 11 plan projects to provide a 0.022%
return to unsecured creditors with $11.5 million in claims.
Holders of equity interest will receive nothing.

The Court approved in April the sale of substantially all of the
assets of Nailite International to Premier Exteriors, LLC.
Premier is a secured creditor of the Debtor, having purchased the
Debtor's first lien debt in January 2009, and under which Premier
holds a claim of at least $18 million.  A portion of the purchase
price paid by Premier was a credit bid of $8 million.  Premier
also agreed to provide as much as $400,000 to pay costs of the
Chapter 11 case, plus $250,000 earmarked for distribution to
unsecured creditors.

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

        http://bankrupt.com/misc/Nailite_DiscStatement.pdf
        http://bankrupt.com/misc/Nailite_LiquidatingPlan.pdf

Headquartered in Miami, Florida, Nailite International Inc. --
http://www.nailiteinternational.com/ -- produces injection
polypropylene based cedar and masonry replica siding.  The Debtor
supplies residential construction and remodeling markets through
various building materials and siding distributors.  Nailite is
wholly-owned by Granham Partners, a private equity investor from
Wayne, Pennsylvania.

Nailite International filed for Chapter 11 on February 13, 2009
(Bankr. D. Del. Case No. 09-10526).  Gabriel R. MacConaill, Esq.,
and Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, have
been tapped as counsel.  AlixPartners LLP is also on-board as
restructuring adviser.  The Garden City Group Inc. serves as
claims and notice agent.  Attorneys at Lowenstein Sandler PC and
Elliot Greenleaf serve as counsel to the Creditors Committee.  In
its bankruptcy petition, the Company estimated assets and debts of
between $50 million and $100 million each.


NATIONAL CENTURY: Ayers' Confiscated House Fetches $800,000
-----------------------------------------------------------
A 7,400-square-foot house once owned by Donald H. Ayers fetched
$800,000 at an auction in December 2009, The Columbus Dispatch
reports.  The house is overlooking the 15th fairway of the
Memorial Tournament course in Muirfield, in Dublin, Ohio.

The six-bedroom, five-bath house was confiscated after Mr. Ayers'
conviction, and the government hired Cassel & Associates
auctioneers to sell the property, Jim Weiker of Columbus Dispatch
says.  He relates that 14 people actually placed bids, which
opened at $600,000.

"Once we got up to $700,000, it thinned out very quickly," Bob
Cassel has said.  "I was real happy with the price, given where we
are in the market," he also said.

Five former executives of National Century Financial Enterprises,
Inc., including Mr. Ayers, were found guilty on March 13, 2008,
for their roles in the scheme to defraud investors.  Mr. Ayers, an
NCFE vice chairman, chief operating officer, director and an owner
of the company, was found guilty on charges of conspiracy,
securities fraud and money laundering, and is currently serving a
15-year sentence in a federal prison in Florida.

                       About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets. The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

Bankruptcy Creditors' Service, Inc., publishes National Century
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by National Century Financial Enterprises Inc..
(http://bankrupt.com/newsstand/or 215/945-7000)


NATIONAL CENTURY: UAT Files Report for September Quarter
--------------------------------------------------------
                         Current        Paid to       Balance
                         Quarter        Date          Due
                         -------        -------       -------
A. FEES AND EXPENSES:
1. Trustee Compensation        -              -             -
2. Fees for Attorney for
      Trustee                  -              -             -
3. Fee for Attorney for
      Debtor            $247,966    $14,653,768             -
4. Other professionals    33,002     11,229,118             -
5. All expenses,
      including trustee  369,643     22,150,529             -

B. DISTRIBUTIONS:
6. Secured Creditors           -              -             -
7. Priority Creditors          -              -             -
8. Unsecured Creditors         -    205,936,188             -
9. Equity Security
      Holders                  -              -             -
10. Other Payments or
      Transfers                -              -             -
                      ----------     ----------    ----------
Total Plan Payments     $650,611   $253,969,603             -
                      ==========    ===========    ==========

                       About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets. The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

Bankruptcy Creditors' Service, Inc., publishes National Century
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by National Century Financial Enterprises Inc..
(http://bankrupt.com/newsstand/or 215/945-7000)


NATIONAL CENTURY: VI/XII TRUST Files Report for September Quarter
-----------------------------------------------------------------

                         Current        Paid to       Balance
                         Quarter        Date          Due
                         -------        -------       -------
A. FEES AND EXPENSES:
1. Trustee Compensation        -              -             -
2. Fees for Attorney for
      Trustee                  -              -             -
3. Fee for Attorney for
      Debtor             $71,493     $9,535,201             -
4. Other professionals    31,891      5,187,116             -
5. All expenses,
      including trustee    4,794     12,080,597             -

B. DISTRIBUTIONS:
6. Secured Creditors           -    494,353,519             -
7. Priority Creditors          -              -             -
8. Unsecured Creditors         -              -             -
9. Equity Security
      Holders                  -              -             -
10. Other Payments or
      Transfers            9,151     54,157,212             -
                      ----------     ----------    ----------
Total Plan Payments     $117,329   $575,313,645             -
                      ==========    ===========    ==========

                       About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets. The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

Bankruptcy Creditors' Service, Inc., publishes National Century
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by National Century Financial Enterprises Inc..
(http://bankrupt.com/newsstand/or 215/945-7000)


NEENAH FOUNDRY: S&P Downgrades Corporate Credit Rating to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Neenah, Wisconsin-based Neenah Foundry Co. to 'D' from
'CCC'.  At the same time, S&P lowered the rating on Neenah's
$225 million senior secured notes due 2017 to 'D' from 'CCC' due
to nonpayment of interest on the notes.

"The rating action results from the company's failure to make the
timely payment of interest on its senior secured notes scheduled
at the beginning of this month," said Standard & Poor's credit
analyst John R.  Sico.  "The company has a 30-day grace period
under the terms of the senior notes to make the interest payment,
and this period expires on Jan. 30, 2010," he continued.  The
company is under a forbearance agreement with its senior bank
lenders as it pursues a restructuring of its debt.  It has just
reported this in its late annual filing of its 10K for the period
ended Sept. 30, 2009.

S&P's recovery rating of '4' on the notes reflects expectations
for average (30%-50%) recovery in a default scenario.


NEW BERN: Wants Access to Wachovia Bank's Cash Collateral
---------------------------------------------------------
New Bern Riverfront Development, LLC, asks the U.S. Bankruptcy
Court for the Eastern District of North Carolina for authorization
to:

   -- use the rental income and proceeds from the sale of SkySail
      Condominiums, a 121 residential condominium, located at the
      Middle Street, New Bern, North Carolina, in which Wachovia
      Bank, National Association holds a lien;

   -- obtain postpetition financing amounting to $50,000, on an
      interim basis; and $200,000, on a final basis, from The
      Soliel Group, Inc.; and

   -- grant adequate protection to the lenders.

The Debtor relates that it owes Wachovia $21,015,209 secured by
first mortgage liens on the sale properties which have an
aggregate value of $31,500,000.

The Debtor also relates that Weaver Cooke Construction, LLC, the
general contractor on the Riverfront Project, claims a lien
amounting to $2,344,072 against the sale properties.  The Weaver
Cooke lien is junior to the lien of Wachovia.

The Soliel Group loan will bear interest at 4% per annum; be due
and payable in full within 1 year or earlier if certain event
occur; be used to fund operations pending the confirmation of a
reorganization plan; be unsecured ; and be entitled to
administrative expense status.

As adequate protection for any diminution in value of the
Wachovia's collateral, the Debtor will, at each closing of a sale
property, apply the gross sale proceeds to (i) the payment of
ordinary and customary closing costs and, where applicable, a
broker's commission, and (ii) payment of or reimbursement for any
postpetition costs expended or incurred by the Debtor to complete
the improvements on such property.  The remaining proceeds will be
disbursed in payment of costs and expenses.  The Debtor will also
provide Wachovia with an administrative expense claim.

           About New Bern Riverfront Development, LLC

Cary, North Carolina-based New Bern Riverfront Development, LLC,
is the developer of SkySail Condominium, consisting of 121
residential condominiums (plus 1 commercial/non-residential unit)
located on Middle Street on the waterfront in historic downtown
New Bern, North Carolina, and sells the SkySail Condominiums in
the ordinary course of business.  The Debtor filed for Chapter 11
bankruptcy protection on November 30, 2009 (Bankr. E.D. N.C. Case
No. 09-10340).  John A. Northen, Esq., at Northen Blue, LLP,
assist the Company in its restructuring effort.  The Company has
assets of $31,515,040, and total debts of $25,676,781.


NEW ENERGY: Completes Shenzhen NewPower Acquisition Deal
--------------------------------------------------------
New Energy Systems Group has completed the acquisition of China-
based lithium-ion battery maker Shenzhen NewPower Technology Co.,
Ltd.  The company paid US$3.0 million in cash and 1.8 million
shares of its common stock.  As of the original agreement, entered
on
Dec. 15, 2009, its shares were trading at $6.42, resulting in a
total purchase price at the time of US$14.7 million.

Mr. Fushun Li, Chief Executive Officer, commented, "We are pleased
to have successfully completed the acquisition of NewPower, a
rapidly growing manufacturer of lithium ion batteries for cell
phones and other portable devices.  The company has a very strong
reputation in the industry for its advanced technology and high
quality manufacturing capabilities.  This acquisition is
strategically important in that it completes the vertical
integration of our business and allows us to manufacture batteries
from start-to-finish, an important competitive advantage.  We also
welcome the management and employees of NewPower to our
organization, who bring a wealth of technical expertise and
industry experience."

Mr. Li continued, "We expect NewPower alone will contribute more
than $27 million of revenue and over $2.5 million of net income
for 2010.  In addition, the NewPower acquisition will enable us to
capture additional margins and increase the profitability of our
own finished battery distribution business.  Moreover, NewPower
has sufficient capacity to more than double its current production
with minimal capital expenditure requirements.  As a result, we
expect to generate strong incremental margins as we ramp up
production of our newly combined organizations."

                About New Energy Systems Group

With offices in New York and Shenzhen, China, New Energy Systems
Group (OTCBB: NEWN) -- http://www.chinadigitalcommunication.com/
-- manufactures and distributes lithium ion batteries.  The
company assembles and distributes finished batteries through its
sales network and channel partners.  The company also sells high-
quality lithium-ion battery shell and cap products to major
lithium-ion battery cell manufacturers in China. The company's
products are used to power mobile phones, MP3 players, laptops,
digital cameras, PDAs, camera recorders and other consumer
electronic digital devices.

On November 17, 2009, China Digital obtained approval from FINRA
to change its name to New Energy Systems Group.  In conjunction
with the name change, the company's CUSIP number was changed to
643847106 and the stock began trading under the ticker symbol
"NEWN" on November 18.

At September 30, 2009, the Company had $17,622,130 in total assets
against $3,197,717 in total liabilities, all current.  At
September 30, 2009, the Company had accumulated deficit of
$4,660,858 and stockholders' equity of $14,424,413.

                         Going Concern

In its quarterly report on Form 10-Q, the Company said it believes
it has sufficient cash to continue its current business through
September 30, 2010, due to expected increased sales revenue and
net income from operations.  "However we have suffered recurring
losses in the past and have a large accumulated deficit.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern," the Company said.

The Company has taken certain restructuring steps to provide the
necessary capital to continue its operations. These steps included
1) acquire profitable operations through issuance of equity
instruments, and 2) to continue actively seeking additional
funding and restructure the acquired subsidiaries to increase
profits and minimize the liabilities.


NIKISKI PARTNERS: Court Dismisses Chapter 11 Case
-------------------------------------------------
The Hon. Marvin Isgur of the U.S. Bankruptcy Court for the
Southern District of Texas approved the dismissal of the Chapter
11 case of Nikiski Partners, Ltd.

As reported in the Troubled Company Reporter on January 4, 2010,
Todd Peter, et al., have asked to dismiss the Debtor's Chapter 11
bankruptcy case.  They alleged that the Debtor filed for
bankruptcy protection to derail state-court litigation that has
been ongoing in Montgomery County, Texas, since 2005.

The lawsuit was filed because the general partner of the Debtor
had done a poor job of keeping the limited partners informed about
the status of their investments.  An initial round of discovery in
case revealed evidence of serious wrongdoing -- among them are
egregious breaches of fiduciary duty and fraud -- by the general
partner of the Debtor and others.

The Woodlands, Texas-based Nikiski Partners, Ltd., filed for
Chapter 11 bankruptcy protection on December 4, 2009 (Bankr. S.D.
Texas Case No. 09-39332).  William Alfred Wood, III, Esq., at
Bracewell & Giuliani LLP assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and up to $50,000 in liabilities.


NORTHWEST AIRLINES: Moody's Withdraws 'B2' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service has withdrawn its B2 Corporate Family
and B2 Probability of Default ratings of Northwest Airlines
Corporation.  The withdrawal is for business reasons and follows
the completion on December 31, 2009, of the legal merger of
Northwest Airlines, Inc. into Delta Air Lines, Inc. (B2 CFR,
negative outlook).  As the surviving entity, Delta has become the
legal obligor of the liabilities and obligations of Northwest
Airlines, Inc.  None of Moody's ratings on the Enhanced Equipment
Trust Certificates of NWA are affected by the withdrawal of the
corporate family and probability of default ratings of NAC.

The last rating action was on December 10, 2009, when Moody's
assigned a Caa1 rating to Delta's Clayton County, GA IRB.

Outlook Actions:

Issuer: Northwest Airlines Corporation

  -- Outlook, Changed To Rating Withdrawn From Negative

Withdrawals:

Issuer: Northwest Airlines Corporation

  -- Probability of Default Rating, Withdrawn, previously rated B2
  -- Corporate Family Rating, Withdrawn, previously rated B2

Delta Air Lines, Inc., headquartered in Atlanta, Georgia, is the
world's largest airline, providing scheduled air transportation
for passengers and cargo throughout the U.S. and around the world.


OMAR YEHIA SPAHI: Amends List of Largest Unsecured Creditors
-----------------------------------------------------------
Omar Yehia Spahi filed with the U.S. Central District of
California an amended list of its largest unsecured creditors.

A full-text copy of the list is available for free at:

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

Santa Monica, California-based Omar Yehia Spahi filed for Chapter
11 on December 4, 2009 (Bankr. C.D. Calif. Case No. 09-44294).
Michael Jay Berger, Esq., 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.


PATRICK GISLER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Patrick M. Gisler
         dba Oregon Lifestyles Realty Inc.
         dba Gisler Management Inc.
         dba Crawfords Trailer Park, Inc.
       1345 Nw Wall Street, #100
       Bend, OR 97701

Bankruptcy Case No.: 10-10299

Chapter 11 Petition Date: January 11, 2010

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

Judge: Linda B. Riegle

Debtor's Counsel: Timothy P. Thomas, Esq.
                  Law Offices Of Brian D. Shapiro, LLC
                  411 E. Bonneville Ave. #300
                  Las Vegas, NV 89101
                  Tel: (702) 386-8600
                  Fax: (702) 383-0994
                  Email: TTHOMAS@BRIANSHAPIROLAW.COM

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

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

According to the schedules, the Company has assets of $8,022,700,
and total debts of $17,743,402.

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

             http://bankrupt.com/misc/nvb10-10299.pdf

The petition was signed by Mr. Gisler.


PECANS OF QUEEN: U.S. Trustee Unable to Form Creditors Committee
----------------------------------------------------------------
The Office of the U.S. Trustee for Region 14 advised the U.S.
Bankruptcy Court filed for the District of Arizona that it was
unable to appoint an official committee of unsecured creditors in
the Chapter 11 case of The Pecans Of Queen Creek, LLC.

The U.S. Trustee related that there were insufficient number of
unsecured creditors that have expressed interest in serving on a
committee.  The UST reserves the right to appoint such a committee
if interest develop among the creditors.

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.


PRM REALTY: Sec. 341 Creditors Meeting Set for Feb. 9
-----------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of PRM Realty
Group, LLC's creditors on February 9, 2010, at 11:00 a.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.

Chicago, Illinois-based PRM Realty Group, LLC, filed for Chapter
11 bankruptcy protection on January 6, 2010 (Bankr. N.D. Texas
Case No. 10-30241).  The Company's affiliates -- Peter R. Morris;
Bon Secour Partners, LLC; PM Transportation, LLC; Rangeline
Properties, LLC; PRS II, LLC; and Morris Radio Enterprises, LLC --
filed separate Chapter 11 bankruptcy petitions.  Gerrit M.
Pronske, Esq., at Pronske & Patel, P.C., assists PRM Realty in its
bankruptcy effort.  PRM Realty listed $100,000,001 to $500,000,000
in assets and $100,000,001 to $500,000,000 in liabilities.


PRO-DEX INC: Receives NASDAQ Notice of Non-compliance
-----------------------------------------------------
Pro-Dex, Inc., on January 11, 2010, was notified by the NASDAQ
Staff that it does not comply with the minimum $1.00 bid price
requirement set forth in Listing Rule 5550(a)(2).  As a result,
the Company's common stock is subject to delisting from The NASDAQ
Stock Market unless the Company requests a hearing before a NASDAQ
Listing Qualifications Panel.  The Company intends to timely
request a hearing before a Panel, which will automatically stay
the delisting of the Company's common stock pending the issuance
of the Panel's decision after a hearing.  Under NASDAQ's Listing
Rules, the Panel may, in its discretion, determine to continue the
Company's listing pursuant to an exception to the Rule for a
maximum of 180 calendar days from the date of the Staff's
notification which would be through July 9, 2010.  However, there
can be no assurances that the Panel will do so or that the
Company's plans to exercise diligent efforts to maintain the
listing of its common stock on NASDAQ will be successful.

Pro-Dex, Inc. (Nasdaq: PDEX), with operations in Irvine,
California, Beaverton, Oregon and Carson City, Nevada, specializes
in bringing speed to market in the development and manufacture of
technology-based solutions that incorporate miniature rotary drive
systems, embedded motion control and fractional horsepower DC
motors, serving the medical, dental, semi-conductor, scientific
research and aerospace markets.  Pro-Dex's products are found in
hospitals, dental offices, medical engineering labs, commercial
and military aircraft, scientific research facilities and high
tech manufacturing operations around the world.


PROSPECT HOMES: Banks to Foreclose Building Lots
------------------------------------------------
Gwen Salder at Chesterfield Observer says a bankruptcy court has
allowed certain banks -- including Regions Bank -- to foreclose
100 building lots owned by Prospect Homes.  The Company was
supposed to pay a host of banks of $45,000 per month but it has
not paid since August 2009.

Prospect Homes of Richmond, Inc. -- http://www.prospecthomes.com/
-- is a home builder.  Prospect Homes filed for Chapter 11 on
June 2, 2009 (Bankr. E.D. Va. Case No. 09-33528).  Judge Douglas
O. Tice, Jr., handles the case.  At the time of its Chapter 11
filing, the Debtor disclosed assets and debts of $50,000,001 to
$100,000,000.


RECKSON OPERATING: Moody's Affirms Senior Debt Ratings at 'Ba2'
---------------------------------------------------------------
Moody's Investors Service affirmed the senior debt ratings of
Reckson Operating Partnership, L.P., at Ba2 and revised its
outlook to stable, from negative.  Reckson Operating Partnership
is an indirect subsidiary of SL Green Realty Corporation.

The rating outlook revision reflects Moody's expectation that the
financial leverage of SL Green, which was reduced in 2009, will
remain stable as the REIT navigates through weak office market
fundamentals over the near term.  The rating affirmation reflects
ROP's strong occupancy, manageable lease expirations, low leverage
(debt as percentage of gross assets at 21% and net debt to EBITDA
at 4.6X at 3Q09) as well as its strong fixed charge coverage of
2.9x at 3Q09 (inclusive of ground rent).  Although SL Green has
provided a guarantee to ROP's bond obligations, the rating also
reflects the structural subordination of ROP's unsecured bonds to
the obligations of SL Green's operating partnership where
substantially all of its assets are contained.

Moody's noted that SLG's financial metrics are weaker than ROP's.
At 3Q09, debt plus preferred equity as a percentage of gross
assets was 46%, net debt to EBITDA was 6.6X, and secured debt as a
percentage of gross assets was 23%.  And while these levels have
declined since YE08, these ratios are significantly higher when
factoring in SLG's proportionate share of joint ventures.  Fixed
charge coverage was 1.9X at 3Q09 (inclusive of ground rent and
principal amortization).

A key rating concern for ROP is its significant asset
concentration in midtown Manhattan.  ROP's four largest properties
are located in midtown Manhattan and account for approximately 69%
of its annualized rent, and one property alone accounts for 27% of
its annualized rent.  In addition, SLG has geographic
concentration in midtown Manhattan, tenant concentration and
industry concentration.  SLG's top five tenants account for 22% of
its annualized base rent and the financial services sector
represents 41% at 3Q09.  Moody's expects ROP's and SLG's operating
performance to be pressured over the year, as a result of expected
lower net effective rents on lease renewals and expected flat to
lower occupancy levels.

Moody's indicated that upward rating momentum could result should
ROP's parent, SL Green, continue to make improvements to its
financial profile as evidenced by lower leverage levels, lower
secured debt levels and a larger pool of unencumbered assets to
offset its portfolio concentrations and large use of joint
ventures.  In addition, a more balanced asset liability funding
strategy as evidenced by lower variable rate debt levels would be
a positive.  Ratings would most likely come under downward
pressure should ROP's financial profile, namely leverage and
unencumbered asset base, deteriorate materially over the
intermediate term, reducing protection to the senior unsecured
bondholders.

These ratings were affirmed with a stable outlook:

* Reckson Operating Partnership, L.P. -- Senior unsecured debt at
  Ba2

Moody's last rating action with respect to Reckson Operating
Partnership, L.P. was on April 23, 2009 -- when Moody's affirmed
the senior debt ratings of ROP at Ba2 and revised its outlook to
negative.

SL Green Realty Corporation is a real estate investment trust
primarily focused on owning and operating office buildings in
Manhattan.  As of September 30, 2009, the REIT owned interests in
60 office properties totaling 30 million square feet in the New
York Metro area.  At September 30, 2009, the REIT reported
$10.5 billion in book assets and $4.9 billion in book equity.


REFCO INC: Ex-Mayer Brown Collins Gets 7-Year Prison Sentence
-------------------------------------------------------------
According to an article by Ashby Jones at The Wall Street
Journal's Law Blog, Joseph Collins, the former Mayer Brown lawyer
who served as outside counsel to Refco Inc. was earlier Thursday
sentenced to seven years in prison.  Ms. Jones cited a report by
Dow Jones Newswires' Chad Bray.

The article recalls Mr. Collins in July 2009 was convicted on five
counts of fraud and conspiracy.  Prosecutors had accused the
former Mayer Brown partner of having knowledge of the Refco scam
that cost investors $2.4 billion.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco was one of the largest global clearing firms for
derivatives.  The Company had operations in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


RICCO INC: Sec. 341 Creditors Meeting Set for Feb. 26
-----------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of Ricco,
Inc.'s creditors on February 26, 2010, at 1:00 p.m. at City Hall,
1st Floor - Municipal Courtroom, 232 North Queen Street,
Martinsburg, WV 25401.

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.

Elk Garden, West Virginia-based Ricco, Inc. -- aka Amico Partners,
Ambizioso Partners, Lupo Tana Partners, and Tre Manichinos
Partners -- filed for Chapter 11 bankruptcy protection on
January 7, 2010 (Bankr. N.D. W.V. Case No. 10-00023).  Todd
Johnson, Esq., at Johnson Law, PLLC, assists the Company in its
restructuring effort.  The Company has assets of $15,162,600, and
total debts of $4,093,674.


SIX FLAGS: Expects to Return to Profitability in 2011
-----------------------------------------------------
Six Flags Inc. projects to return to profitability beginning on
2011, according to previously confidential projections given to
prospective bank lenders in connection with arranging $830 million
in financing to enable an emergence from Chapter 11.

The document was submitted as an exhibit to a regulatory filing
made by Six Flags.

Six Flags expects to record net losses of $207,843,000 in 2009 and
$86,754,000 in 2010.  However, it expects to swing to a net income
of $4,354,000 in 2011, $24,718,000 in 2012, and then further
increase to $41,372,000 in 2013.

Six Flags forecasts that revenues would rise to $1.06 billion in
2013 from $910 million in 2009.  It expects modified earnings
before interest, taxes, depreciation and amortization to increase
to $331 million in 2013 from $213 million in 2009.

A full-text copy of Six Flags' confidential information memorandum
is available at no charge at http://ResearchArchives.com/t/s?4d37

                       About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Six Flags is scheduled to begin a contested confirmation hearing
on March 8 where it will seek approval of a Chapter 11
reorganization plan.  Noteholders are offering an alternative
plan.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-


SIX FLAGS: Noteholder Trading Disclosure Not Required
-----------------------------------------------------
Bill Rochelle at Bloomberg News reports that U.S. Bankruptcy Judge
Christopher Sontchi ruled that he won't require members of a group
of operating company noteholders of Six Flags Inc. to disclose
details of their trading in company securities.

The Official Committee of Unsecured Creditors in Six Flags Inc.'s
cases has asked the Court to compel the Informal Committee of SFO
Noteholders to comply with Rule 2019 of the Federal Rules of
Bankruptcy Procedure, by:

  (a) requiring every member of the SFO Noteholders' Committee
      to disclose the amount of each of their claims against the
      Debtors, the dates the claims were acquired, the amounts
      paid and the dates and circumstances of any subsequent
      dispositions thereof; or

  (b) bar their participation in these cases until disclosure
      consistent with the Court's ruling on this Motion is
      completed.

The Creditors Committee argued that enforcement of Bankruptcy Rule
2019 is essential under the facts and circumstances.  Laura Davis
Jones, Esq., at Pachulski, Stang Ziehl & Jones LLP, in Wilmington,
noted that the noteholders group has affirmatively chosen to
assume a central role in the Debtors' bankruptcy cases -- first
seeking to terminate exclusivity to propose their own plan, and
then striking a deal whereby the Debtors adopted and agreed to
champion the SFO Plan; thus, the Creditors' Committee believes the
Debtors' complicity in pushing the SFO Plan is based, at least in
par, on the Debtors' acceptance of contemporaneous representations
by the SFO Noteholders Committee that it represented the interests
of holders of SFI Notes.

Ms. Jones further argued that given the central role the SFO
Noteholders Committee has chosen to play in the bankruptcy cases,
and the likely role that Committee will play in trying to force
confirmation of the SFO Plan, it is critical for the Court and
the Creditors' Committee to be able to fairly evaluate the SFO
Noteholder Committee's credibility and motives in the cases.

                        About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SKI MARKETS: Agrees to Honor 50% of Unused Gift Cards
-----------------------------------------------------
Nick Rees at LegalNewsline says Connecticut attorney general
Richard Blumenthal and Ski Market Ltd. reached a preliminary deal
wherein the company will honor 50% of the value of unused gift
cards.

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.


SMURFIT-STONE: Aurelius, Columbus Hill Seek Chapter 7 for Unit
--------------------------------------------------------------
Aurelius Capital Management, LP and Columbus Hill Capital
Management, L.P. are asking the U.S. Bankruptcy Court for the
District of Delaware to convert the chapter 11 case of Stone
Container Finance Company of Canada II, an affiliate of Smurfit-
Stone Container Corporation, to a chapter 7 liquidation.

NetDockets relates that Aurelius Capital and Columbus Hill argue
that immediate conversion of the Stone Container Finance II case
is warranted because "it has become abundantly clear that the
interests of Finance II are being sacrificed for the benefit of
the other Debtors and that the recovery of Finance II's creditors
is unfairly being subverted in the process."

Aurelius and Columbus Hill manage funds that hold approximately
62% of the outstanding principal amount of certain 7-3/8% senior
notes that were issued by Stone Container Finance Company of
Canada II in 2004.  $200 million in senior notes were originally
issued and the notes are due July 15, 2014.

Daily Bankruptcy Review says the investors are owed $124 million
by Smurfit-Stone.

According to NetDockets, Aurelius and Columbus Hill point out
that:

     -- Creditors of Finance II will receive a significantly
        greater recovery in a chapter 7 case than they will if
        Finance II remains in a chapter 11 case.

     -- Finance II has no on-going operations, no employees, no
        reasonable likelihood of rehabilitation and no
        reorganizational purpose. The Debtors themselves intend to
        dissolve Finance II upon consummation of the Amended Plan.

     -- Finance II's officers and directors are grossly
        mismanaging the Finance II estate by failing to pursue
        (and, worse, actively impeding) recovery on Finance II's
        only known material assets, which are claims against other
        Debtors and Finance II's officers and directors in these
        chapter 11 cases.

     -- Finance II's officers and directors (together with their
        counsel) suffer from disabling conflicts that make it
        impossible for them to act in Finance II's best interest.

     -- The only possible justification for Finance II remaining
        in chapter 11 is to benefit the other Debtors, which is
        not a legally permissible reason to maintain Finance II's
        chapter 11 case.

Smurfit-Stone and its affiliates filed an amended proposed plan of
reorganization on December 22, 2009.   The Court will hold a
hearing for January 29, 2010, to consider approval of the
disclosure statement explaining that plan.

Aurelius and Columbus Hill also contend that Finance II's claims
against related entities (other debtors) -- essentially Finance
II's only assets -- are incorrectly classified under the plan in a
manner that does harm to Finance II's creditors (which the funds
assert are solely holders of the senior notes).  They argue that
that, because Finance II is structured as an unlimited liability
company under the laws of Nova Scotia, Finance II holds hundreds
of millions of dollars in claims against its parent company,
Smurfit-Stone Container Enterprises, Inc. (which is also a
guarantor of the senior notes), and that company's parent company,
Smurfit-Stone Container Canada, Inc. (the funds also assert that
Finance II's has claims against its and other of the debtors'
officers and directors).  The claim against Finance II's direct
parent, SSCE, is treated as an intercompany claim under the
proposed plan which would not receive any distribution if the
general unsecured creditors of two other debtors (which the motion
asserts are "totally unrelated to Finance II") vote in favor of
the plan (if those creditors do not vote in favor of the plan, the
claim would be entitled to share pro rata in the equity of
reorganized SSCE).  This is evidence, according to the motion,
that "the Debtors are sacrificing Finance II's claims in order to
buy the votes of these creditors" and "the Amended Plan is
designed to make recovery on the Wind-up Claim as difficult as
possible for Finance II."

Finance II's claim against SSC Canada is classified separately
from all other claims against SSC Canada under the proposed plan.
The motion asserts that the treatment of this claim "is designed
to permit the Debtors to avoid providing the Intercompany Claim
the same recovery (and voting rights) as the other general
unsecured claims or intercompany claims (if any) against SSC
Canada" and to create "significant barriers to recovery on that
Claim."  According to Aurelius and Columbus Hill, the proposed
plan only provides for a distribution on account of Finance II's
claim against SSC Canada pursuant to a settlement "effectuated by
the holders of direct claims against Finance II in respect of the
Notes;" otherwise, the claim is treated as a subordinated claim
and extinguished.  The plan also provides for the release of
claims against the debtors' officers and directors, which would
prevent Finance II's estate or creditors from pursuing recoveries
from them.

Aurelius and Columbus Hill assert that Finance II's creditors
would receive greater recoveries, and hence be better off, if
Finance II's case is converted to chapter 7.  In the event of a
conversion, Finance II's alleged claims against SSCE, SSC Canada
and the debtors' officers and directors could be pursued by a
chapter 7 trustee.  In addition, Aurelius and Columbus Hill argue
that SSCE's claims against Finance II could be disallowed or
subordinated if Finance II's case were separated.

                       About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and $5.582 billion
in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SOLAR ENERTECH: Auditors Raise Going Concern Doubt
--------------------------------------------------
Shanghai-based Ernst & Young Hua Ming's audit report of Solar
EnerTech Corp.'s consolidate financial statements as of and for
the years ended September 30, 2009, and 2008, contained an
explanatory paragraph which states that the Company's recurring
losses from operations raise substantial doubt about the Company's
ability to continue as a going concern.

In a regulatory filing Tuesday, the Company disclosed financial
results for the fiscal fourth quarter and fiscal year ended
September 30, 2009.

              Fourth Quarter 2009 Financial Results

In the 2009 fourth quarter, total module shipments increased 128%
compared to the fourth quarter of the prior year period.  Revenue
increased 22% to $13.2 million compared to $10.8 million in the
fourth quarter of the prior year period.

The fourth quarter 2009 gross profit increased to $2.1 million
compared to a gross loss of $2.6 million in the fourth quarter in
the prior year period.

Total operating expenses for the fiscal 2009 fourth quarter were
$1.4 million, or 11% of total net sales, which included a
$1.1 million non-cash stock compensation credit related to the
restructuring of the management team.  Excluding these non-cash
items, the operating expense for the fiscal 2009 fourth quarter
was $2.5 million, or 19% of total net sales.  Total operating
expense for the fiscal 2008 fourth quarter was $4.1 million, or
38% of total sales, which included  $800,000 of non-cash stock
compensation charges related to the hiring and retention of key
executives and $200,000 of non-cash charges for loss on debt
extinguishment.  Excluding these non-cash charges, the operating
expenses for the fiscal 2008 fourth quarter were $3.1 million, or
29% of total net sales.

Net income for the fourth quarter of fiscal 2009 was $1.9 million,
or $0.02 per basic share or $0.02 per diluted share after
excluding anti-dilution securities in the fourth quarter of fiscal
2009 compared to a net loss of $2.8 million, or negative $0.03 per
basic and diluted shares in the same period in fiscal 2008.  In
the fourth quarter of fiscal 2009, the Company recorded a non-cash
gain totaling $3.2 million associated with a change in the fair
market value of warrant liability and a change in the fair market
value of compound embedded derivative liability compared to a
total non-cash gain of $4.4 million for these two same items in
the fourth quarter of fiscal 2008.  Excluding non-cash items, on a
non-GAAP basis, the fourth quarter 2009 net loss was $1.3 million
compared to a net loss of $7.2 million in the prior year period.
Both the compound embedded derivative and warrant liabilities were
recorded in conjunction with the convertible notes transaction
entered into by the Company in March 2007.

Mr. Leo Young, Chief Executive Officer of Solar EnerTech
commented, "We are pleased to report solid fourth quarter results
in what was a transitional year for our business.  We made
strategic adjustments to cut costs and maintained our focus on
developing superior products to advance the SolarE brand name into
the marketplace.  From a technological standpoint, we made
excellent progress increasing the efficiency of our solar cells
that resulted in higher wattage output panels which creates more
value to our customers and further reduces our production costs.
These efforts resulted in the successful securing orders from new
customers as well as receiving follow-on orders from existing
customers.  We were delighted to have achieved positive net income
of $1.9 million and gross margin performance of 16% in our fiscal
2009 fourth quarter compared to a net loss of $2.8 million and
negative 24% gross margin in the previous year period.

We continue to make efforts to enhance our sales opportunity on a
global scale.  During our fiscal fourth quarter, we made our debut
in the U.S. market through our participation in the InterSolar
North America Exhibition and Conference.  This event allowed us to
showcase our products and value-added services to all relevant
U.S.-based companies in the solar industry. While approximately
90% of our products are shipped to Europe and Australia, we
believe the U.S. market will still play a very important role for
our company in the future."

                  Fiscal 2009 Financial Results

For the fiscal year ended September 30, 2009, Solar EnerTech
reported total revenue of $32.8 million, compared to $29.4 million
in fiscal 2008.  This represents a 12% growth from fiscal 2008.
The increase in revenue resulted from increases in solar module
shipments from 6.67 MW in fiscal year 2008 to 10.50MW in fiscal
year 2009, partially offset by a 25% decrease in average selling
prices from $4.10 per watt in fiscal year 2008 to $3.07 per watt
in fiscal year 2009.

The Company incurred a negative gross margin of $1.0 million in
fiscal 2009 compared to negative $3.7 million in fiscal 2008.  The
improvement in fiscal 2009 gross margin compared to fiscal 2008
was due to lower raw material prices, specifically silicon wafer
prices which offset the decrease in module sales prices.  Silicon
wafer prices decreased approximately 65% from RMB 46/piece during
fiscal year 2008 to RMB16/piece during fiscal year 2009, as
compared to module sales prices that decreased approximately 41%
from EUR2.2/watt during fiscal year 2008 to EUR1.3/watt during
fiscal year 2009.

Total operating expense for fiscal 2009 was $11.4 million compared
to $16.7 million in the prior year.  In fiscal 2009, the Company
recorded $3.2 million of non-cash stock compensation charge,
$1.0 million of non-cash impairment loss on property and
equipment, and $500,000 of non-cash loss on debt extinguishment.
Excluding these non-cash charges of $4.7 million, total operating
expense for the 2009 fiscal year was $6.7 million, or 20% of total
sales.  In fiscal 2008, the Company recorded $5.6 million of non-
cash stock compensation charge and $4.2 million of non-cash loss
on debt extinguishment.  Excluding these non-cash charges of
$9.8 million, total operating expense for the 2008 fiscal year was
$6.9 million, or 23% of total sales.

In fiscal 2009, the Company recorded a net loss of $14.2 million
compared to net income of $5.5 million in fiscal 2008.  The
Company's fiscal 2009 net loss included an $800,000 non-cash gain
associated with a change in the fair market value of compound
embedded derivative liability and a $1.3 million gain associated
with a change in the fair market value of warrant liability.  Both
the compound embedded derivative and warrant liabilities were
recorded in conjunction with the convertible notes transaction
entered into by the Company in March 2007.  Excluding these non-
cash gains of $2.1 million, on a non-GAAP basis, the Company had a
net loss of $16.3 million in fiscal 2009.  Included in the fiscal
2008 net income of $5.5 million was a $27.8 million gain on
issuance of convertible notes.  Excluding this non-cash charge of
$27.8 million, the Company had a net loss of $22.3 million, on a
non-GAAP basis. The Company had a loss of $0.16 per diluted share
in fiscal 2009 compared to a loss of $0.18 per diluted share,
after excluding for anti-dilution securities in fiscal 2008.

As of September 30, 2009, the Company had $1.7 million in cash,
$7.4 million of accounts receivables, $800,000 of prepayment
primarily for purchase of raw materials, $4.0 million of
inventories on hand, $1.3 million of deferred financing cost
associated to the convertible notes and $700,000 of VAT and other
receivables. A dditionally, as of September 30, 2009, the Company
had $6.9 million of accounts payable, customer advance payment and
accrued liabilities, $5.6 million of accrued liability due to
related party, $200,000 of derivative liabilities and
$11.6 million in principal of convertible notes outstanding, which
are recorded at carrying value at $3.1 million.

On January 7, 2010, the Company entered into a Series A Notes and
Series B Notes Conversion Agreement with the holders holding over
75% of the outstanding principal amounts owed under the Notes to
modify the terms of the Notes.  Pursuant to the terms of the
Conversion Agreement, the Notes will be automatically converted
into shares of the Company's common stock at a conversion price of
$0.15 per share and be amended to eliminate the maximum ownership
percentage restriction prior to such conversion.

In addition, the Company and the holders of over 50% of each of
the outstanding Series A, Series B and Series C Warrants
(collectively the "PIPE Warrants") have agreed to enter into an
Amendment to the Series A, B and C Warrants upon the closing of
the transactions contemplated in the Conversion Agreement.
Pursuant to the terms of the Warrant Amendment, the PIPE Warrants
shall be amended to reduce their exercise prices from $1.21, $0.90
and $1.00, respectively, to $0.15.  The PIPE Warrants shall also
be amended to (a) waive the anti-dilution provisions of the PIPE
Warrants that would increase the number of shares issuable
pursuant to the PIPE Warrants in inverse proportion to the
reduction in the exercise price, (b) waive all anti-dilution
protections as to future transactions and (c) eliminate maximum
ownership percentage restrictions.

Pursuant to the Conversion Agreement, after the closing of the
transactions contemplated by it, the Company shall issue to its
employees additional options to purchase shares of the Company's
common stock equal to approximately 30% of each employee's pre-
closing option holdings.  The Company says that this is to provide
for additional equity incentives to the Company's employees in
order to account for the dilution from the conversion of the Notes
and re-pricing of the PIPE Warrants.  These additional options
shall be priced at $0.15 per share.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed total assets of $27.5 million, to liabilities of
$17.9 million, and total stockholders' equity of $9.6 million.

A full-text copy of the Company's annual report on Form 10-K is
available at no charge at http://researcharchives.com/t/s?4d69

                       About Solar EnerTech

Solar EnerTech Corp. (OTC BB: SOEN) is a photovoltaic solar energy
cell manufacturing enterprise incorporated in the United States
with its corporate office in Mountain View, California.  The
Company has established a sophisticated 67,107-square-foot
manufacturing facility at Jinqiao Modern Technology Park in
Shanghai, China. The Company currently has two 25MW solar cell
production lines and a 50MW solar module production facility.

Solar EnerTech has also established a Joint R&D Lab at Shanghai
University to develop higher efficiency cells and to put the
results of that research to use in its manufacturing processes.
Led by one of the industry's top scientists, the Company expects
its R&D program to help bring Solar EnerTech to the forefront of
advanced solar technology research and production.


SOUTH FINANCIAL: Fitch Downgrades Issuer Default Rating to 'B-'
---------------------------------------------------------------
Fitch Ratings has downgraded the ratings for The South Financial
Group, Inc., and its principal bank subsidiary, Carolina First
Bank, including the long-term Issuer Default Rating to 'B-' from
'B+'.  The Individual Rating for both entities is lowered to 'D/E'
from 'D'.  In addition, Fitch has placed the ratings on Rating
Watch Negative.

Fitch's downgrade of TSFG's ratings follows further analysis of
the bank's CRE portfolio.  In August 2009, Fitch initiated an
expanded review of CRE exposures for banking and thrift
institutions, beginning with a survey aimed at obtaining detailed
data on the CRE portfolios of companies rated by Fitch.  The
information gained from the CRE survey provided a framework for
Fitch to examine specific areas of concern across the banking
industry, conduct more uniform stress tests and assess if rating
actions are needed to reflect what Fitch believes will likely be
continued deterioration in asset quality.   Based on this
analysis, Fitch believes TSFG will suffer further and material
capital losses over the coming quarters.  This analysis also
incorporates TSFG's performance to date with respect to its CRE
book, with the principal concerns in the residential construction
and development, land, and mortgage portfolios.  TSFG's exposure
to CRE loans, including construction loans, comprises 56% of total
loans and 418% of total equity at Sept. 30, 2009.  Many parts of
TSFG's Southeast footprint remain under economic stress, and net
realizable values have continued to fall, causing further write-
downs or valuations for expected short-falls.

Although TSFG has bolstered capital by the issuance of common
equity, preferred stock exchanges, and the sale of non-core assets
and businesses, Fitch believes that high credit costs will
continue to erode capital, and the company will need to raise
additional common equity in 2010 given Fitch's asset quality
outlook.  High provision expense and a deferred tax asset
valuation charge reduced tangible common equity to 5.25% of
tangible assets at Sept. 30, 2009.  Additionally, TSFG's pre-
provision operating earnings remain low due to a relatively weak
net interest margin and low contribution from fee income.  TSFG's
ratings and placement on Rating Watch Negative reflect the high
level of asset quality stress and earnings pressure on the
company.  If TSFG is unable to raise capital to cover losses from
its loan portfolio, the risk of deferral on preferred stock
dividends would increase significantly.

This review concentrated in particular on credit risk and
capitalization.  In performing its analysis of recovery ratings,
Fitch employed some assumptions that were more conservative than
those outlined in its criteria 'Recovery Ratings for Financial
Institutions', dated Dec. 30, 2009.  Some of the recovery rates
for certain loan categories were assumed to be lower to reflect
the current distressed credit environment.

The South Financial Group, Inc. is a $12.3 billion bank holding
company headquartered in Greenville, SC that operates a branch
network of 177 offices.  It operates as Carolina First Bank in
North Carolina and South Carolina and under the Mercantile Bank
name in Florida.

Fitch has downgraded and placed these ratings on Rating Watch
Negative:

South Financial Group, Inc. (The)

  -- Long-term IDR downgraded to 'B-' from 'B+';
  -- Preferred stock downgraded to 'CC/RR6' from 'CCC';
  -- Individual downgraded to 'D/E' from 'D'.

Carolina First Bank

  -- Long-term IDR downgraded to 'B-' from 'B+';
  -- Long-term deposits downgraded to 'B/RR3' from 'BB-';
  -- Individual downgraded to 'D/E' from 'D'.

Fitch has placed these ratings on Rating Watch Negative:

South Financial Group, Inc. (The)

  -- Short-term IDR 'B'.

Carolina First Bank

  -- Short-term IDR 'B';
  -- Short-term deposits 'B'.

Fitch affirms these ratings:

South Financial Group, Inc. (The)

  -- Support at '5';
  -- Support floor at 'NF'.

Carolina First Bank

  -- Support at '5';
  -- Support floor at 'NF'.


SPANSION INC: Gets Nod for Proposal Letter With BOA
---------------------------------------------------
Spansion Inc. and its units obtained the Court's authority to
enter into a proposal letter with Bank of America N.A., in
connection with Bank of America's conditional proposal to arrange
post-confirmation senior credit facility for Spansion LLC,
Spansion Inc., and certain of its affiliates.

The Debtors relate that following arm's-length negotiations, Bank
of America has delivered to Spansion a condition proposal to
arrange a post-confirmation senior credit facility amounting to
$100,000,000.  Pursuant to the Proposal Letter, on the effective
date of the Plan, up to $65,000,000 of the Proposed Facility
would be available to Spansion, with the balance of the Proposed
Facility to be made available to Spansion thereafter if Spansion
desires to increase the Initial Facility and either Bank of
America or one or more other lenders is willing at that time to
commit to lend the additional amount.

Bank of America has requested that the Debtors agree to pay or
reimburse it, whether or not the Proposed Facility is ultimately
consummated, for the actual, reasonable fees and expenses it
incurs associated with the due diligence, as well as
documentation of the proposal and the definitive agreements.

Bank of America has also requested that the Debtors provide to it
an initial deposit of $150,000 and to pay additional amounts to
Bank of America, from time to time, as may be necessary to cover
costs and expenses in excess of the Initial Deposit.

By this Motion, the Debtors seek approval only to advance an
additional $100,000 beyond the Initial Deposit, for a total of
$250,000.

The Deposit, net of all reimbursable expenses would be applied to
pay closing costs and fees if the Proposed Facility closes.  If
the Proposed Facility does not close due to Bank of America's
decision not to approve it, then the Deposit, minus all
reimbursable costs and expenses, will be refunded to Spansion.
If the Proposed Facility does not close for any other reason,
Bank of America will be entitled to retain the unused portion of
the Deposit.

In addition to the reimbursement of fees, the Proposal Letter
also contains a standard indemnification provision to indemnify
Bank of America in connection with any and all claims, damages,
losses, liabilities and expenses in connection with the
Proposed Facility and the Proposal Letter, except to the extent
those losses are found in a final, non-appealable judgment by a
court of competent jurisdiction to be caused by Bank of America's
gross negligence or willful misconduct.

                        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: Parties Object to Delay in Chapter 11 Cases
---------------------------------------------------------
An informal group of certain holders of the 11.25% Senior Notes
due 2016 issued by Spansion LLC asks the Court to issue a two-
week standstill of (a) deadlines in the solicitation procedures
order relating to (i) voting on and (ii) confirmation of the plan
of reorganization and (b) the deadlines for discovery and trial
matters relating to any valuation litigation in the Debtors'
Chapter 11 cases.

The Noteholders noted that in the days following the recent
disclosure statement hearing, the Debtors filed two motions
seeking authorization to raise up to $609 million in new debt and
equity financing.  If successful, the Debtors will use the
proceeds of the New Financings to pay off FRN Claims in full and
thereby remove one of, if not, the largest roadblocks to
confirmation.  The New Financings are expected to be completed in
mid-January.  As a result, the Debtors' efforts should be focused
on securing the New Financings.  If the Debtors' efforts are
successful, then the FRN Claims will be paid off in full, and the
Debtors' estates will be saved millions of dollars that otherwise
will be spent in litigation over the FRN-sponsored plan that is
opposed by virtually every creditor constituency.

                         Parties Object

The Debtors assert that the requested standstill by an informal
group of certain holders of the 11.25% Senior Notes due 2016 is
not a moratorium on activity, and it will not minimize the
administrative costs of the Chapter 11 cases.

The Debtors aver that by prolonging the Chapter 11 cases, which
have already been pending for more than 10 months, the requested
Standstill will only increase the significant administrative
costs which are accumulating daily.  The Debtors further maintain
that it will also jeopardize their ability to confirm their plan
of reorganization, and would represent an improper interference
with their exclusivity with respect to the Plan and voting
processes.

For its part, the Ad Hoc Consortium of Floating Rate Noteholders
maintains that the longer Spansion lingers in bankruptcy, the
more litigation will ensue.  According to the Ad Hoc Consortium,
the Informal Committee has already had months to see if
refinancing of the Floating Rate Notes is market possible; the
reiterated request for more time will not make a difference.

"Spansion should be allowed to exit bankruptcy as soon as
possible and the current Plan provides an appropriate, legally
sustainable path forward.  Any effort to extend the confirmation
process -- absent a very real, very substantive reason -- should
be categorized as 'gamesmanship' and rejected out of hand," says
Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice,
PLLC, in Wilmington, Delaware.

HSBC Bank USA, National Association joins the objection of the Ad
Hoc Consortium.

The Ad Hoc Committee of Convertible Noteholders consisting of
certain holders of the 2.25% Exchangeable Senior Subordinated
Debentures due 2016 issues by Spansion LLC supports the motion of
the Senior Noteholders' Informal Committee seeking a standstill
of certain dates.

                        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: Tessera Wants Info on Ball Grid Array Sales
---------------------------------------------------------
Tessera, Inc., asks the Court, pursuant to Rules 26 and 34 of the
Federal Rules of Civil Procedure, to compel the Debtors to
produce documents and information sufficient to identify all of
their postpetition ball grid array sales and to determine, at
least for the purposes of estimation, whether those sales have a
nexus to the United States.

Tessera asserts that the Debtors are continuing to make and sell
BGA products postpetition that the International Trade Commission
has determined infringe Tessera's patents.  According to Tessera,
the Debtors have now requested an estimation hearing to determine
the maximum amount of the compensation owed to Tessera for that
infringement but have failed to produce information to determine
even the minimum amount of its claim.  According to Carl D. Neff,
Esq., at Ciardi Ciardi & Astin, in Wilmington, Delaware, attorney
for Tessera, the Debtors have acknowledged the need to estimate
Tessera claim prior to the confirmation hearing because the size
of Tessera's claim has the potential to impact plan feasibility.

Mr. Neff complains that the Debtors have completely stonewalled
Tessera's discovery efforts aimed at uncovering the amount of
Tessera's claim.  As a result, Mr. Neff adds, there will not be
any basis to define the parameters of Tessera's claim at the
scheduled January 29, 2010 estimation hearing.

"Despite months of discovery requests and multiple discovery
conferences amongst counsel, the Debtors have still not produced
a single business record in response to Tessera's discovery
requests; not one single page," Mr. Neff avers.

According to Mr. Neff, the Debtors should be ordered to
immediately produce the requested discovery so that it can be
analyzed and addressed prior to the confirmation hearing, or the
confirmation hearing date should be continued to provide adequate
time for an estimation hearing based on complete information.
Alternatively, he maintains, Tessera should be permitted to
estimate its claim based on all information it can otherwise
obtain from public and other sources while the Debtors are
precluded from challenging that estimate based on the information
that they have withheld.

Mr. Neff says to determine the amount of compensation owed for
the Debtors' postpetition infringement, Tessera needs information
regarding all of the BGA products the Debtors have been selling
and importing postpetition, to whom, where, and in what
quantities.  According to Mr. Neff, the Debtors did not deny
during discovery conferences with Tessera that the majority of
the information Tessera has requested is available in the
Debtors' electronic databases and could be readily provided.

Consequently, Mr. Neff notes, Tessera needs complete responses to
its discovery requests, which are narrowly tailored to enable
estimation of the nature and extent of the Debtors postpetition
infringing activities and the compensation due to Tessera for
that infringement: financial information regarding all of the
Debtors' postpetition BGA product sales together with the
evidence that, under patent law, is necessary to determine which
of those sales have a United States nexus.

                 Debtors File Memorandum of Law

In a memorandum of law, the Debtors assert that the information
which Tessera seeks is irrelevant and not reasonably calculated
to lead to discoverable evidence.  The Debtors aver that the
purchase orders, invoices and sales agreements which Tessera
seeks are located in Malaysia and that production of those
documents would be time-consuming and highly expensive.

Separately, the Debtors sought and obtained the Court's authority
to file under seal Exhibit A to their memorandum of law.  Exhibit
A to the Memorandum is a summary of the Debtors' sales of the
"accused products" in the United States.  Exhibit A is marked
"Confidential" and has been produced to Tessera pursuant to Rule
9018-(d) of the Local Rules.

                          Capped Claims

Law360 reports that Spansion Inc. has asked the Bankruptcy Court
to determine the maximum amount of any administrative expense
claim rival Tessera Inc. might make in relation to its patent
infringement claims against Spansion, saying Tessera's claims
won't undermine the feasibility of Spansion's Chapter 11 plan of
reorganization.

                        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: ChipMOS Sells Claim to Citigroup
----------------------------------------------
ChipMOS TECHNOLOGIES (Bermuda) LTD. (Nasdaq: IMOS) on January 13
announced that the Company's subsidiary ChipMOS TECHNOLOGIES, INC.
has entered into a Revised Term Sheet that it anticipates will
lead to a definitive agreement to sell to Citigroup Financial
Products Inc. the general unsecured claim reflected in the proof
of claim against Spansion Inc., Spansion Technology LLC, Spansion
LLC, Spansion International Inc. and Cerium Laboratories LLC filed
by ChipMOS Taiwan in United States Bankruptcy Court.

The claim that is the subject of the Revised Term Sheet includes
accounts receivable for testing and assembly services provided to
Spansion in the amount of approximately US$66 million to US$70
million.  The purchase price for the Undisputed Claim is expected
to be approximately US$33 million to US$35 million, payable upon
ChipMOS Taiwan's and Citigroup's execution and delivery of a
definitive agreement containing the claim sale terms and
conditions.

In addition, the Revised Term Sheet also contemplates the sale of
breach of contract and liquidated damages rights against Spansion
in the amount of approximately US$234 million.  The Purchase Price
for the Damages Claim is expected to be approximately
US$117 million, contingent on allowance of this claim by a final
adjudication of the United States Bankruptcy Court.  The purchase
price for the Damages Claim is payable to ChipMOS Taiwan to the
extent that the court allows this claim.

ChipMOS Taiwan's and Citigroup's rights and obligations regarding
the transfer of the claim to Citigroup are subject to ChipMOS
Taiwan's and Citigroup's negotiation, execution and delivery of a
definitive agreement containing the claim sale terms and
conditions.

The Company also announced that Fulcrum Credit Partners LLC has
filed a complaint with the District Court of Travis County, Texas,
naming as defendants ChipMOS Taiwan, the Company's subsidiary
ChipMOS USA and Citigroup.  The complaint alleges that ChipMOS
Taiwan and Fulcrum reached an agreement for the sale of the
general unsecured claim reflected in the proof of claim filed by
ChipMOS Taiwan in the Spansion bankruptcy proceeding.  Fulcrum's
complaint seeks a declaratory judgment that ChipMOS Taiwan and
Fulcrum have a binding agreement for the sale of the claim, an
unspecified amount of actual, consequential and exemplary damages
and other relief.  The Company denies these allegations and
intends to vigorously contest these matters.

                   About ChipMOS TECHNOLOGIES

ChipMOS -- http://www.chipmos.com-- is a leading independent
provider of semiconductor testing and assembly services to
customers in Taiwan, Japan, and the U.S. With advanced facilities
in Hsinchu and Southern Taiwan Science Parks in Taiwan and
Shanghai, ChipMOS and its subsidiaries provide testing and
assembly services to a broad range of customers, including leading
fabless semiconductor companies, integrated device manufacturers
and independent semiconductor foundries.

                        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)


STOCK BUILDING: To Auction Forest Lake Property on January 27
-------------------------------------------------------------
Forest Lake Times reports that the property at 231 W. Broadway
Avenue in Forest Lake formerly owned by Stock Building Supply will
be auctioned on Jan. 27, 2010, at 3:00 p.m., as part of the
company's liquidation process in connection to its Chapter 11
bankruptcy.

Raleigh, North Carolina-based Stock Building Supply --
http://www.stockbuildingsupply.com/-- is a leading supplier of
building materials to professional home builders and contractors
in the United States.  Stock operates out of 19 markets including
Washington, DC; Paradise, PA; Richmond, VA; Raleigh-Durham,
Charlotte and Winston-Salem/Greensboro, NC; Greenville and
Columbia, SC; Atlanta, GA; Austin, Amarillo, Houston, Lubbock and
San Antonio, TX; Albuquerque, NM; Salt Lake City and Southern UT;
Spokane/Northern Idaho; and Los Angeles, CA.

The Company and 25 of its affiliates filed for Chapter 11
protection on May 6, 2009 (Bankr. D. Del. Lead Case No. 09-11554).
Shearman & Sterling LLP and Young, Conaway, Stargatt & Taylor,
represent the Debtors in their restructuring efforts.  The Debtors
selected FTI Consulting as restructuring consultant.  When the
Debtors' sought for protection from their creditors, they listed
assets between $50 million and $100 million, and debts between
$10 million and $50 million.

Stock Building Supply completed its financial restructuring and
emerged from Chapter 11.  The Company's Plan of Reorganization was
confirmed by the United States Bankruptcy Court for the District
of Delaware on June 15, 2009.


T A WELLHEAD LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: T A Wellhead LLC
          dba T A Wellhead Sales and Service
        P.O. Box 1230
        Perryton, TX 79070

Bankruptcy Case No.: 10-20017

Chapter 11 Petition Date: January 11, 2010

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

Judge: Robert L. Jones

Debtor's Counsel: Van W. Northern, Esq.
                  Northern Law Firm
                  112 W. 8th Street, Suite 400
                  Amarillo, TX 79101
                  Tel: (806) 374-2266
                  Email: northernlaw@suddenlinkmail.com

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

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

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

The petition was signed by Terry Ashmore, manager of the Company.


TEEKAY CORPORATION: Moody's Affirms Corp. Family Rating at 'Ba3'
----------------------------------------------------------------
Moody's Investors Service affirmed its debt ratings of Teekay
Corporation; corporate family of Ba3 and the speculative grade
liquidity rating of SGL-2.  Moody's also assigned a rating of B1
to the planned issuance of $300 million of senior notes due 2020.
The outlook is stable.

The majority of the proceeds of the New Notes will fund the
planned refinancing of the company's existing unsecured notes
(rated B1).  The balance of the proceeds of the New Notes will be
used to repay other debt.  Moody's will withdraw the rating on the
existing notes if holders of all of the existing notes tender
their holdings pursuant to the announced tender offer and consent
solicitation.  In the event less than all of these notes are
tendered but the consent solicitation is accepted, Moody's could
lower the ratings on the portion of the existing notes that
remains outstanding as the holders would no longer benefit from
the protective covenants that the consent solicitation intends to
strip from the indenture.

The Ba3 Corporate Family Rating considers the weak credit metrics
which resulted from sustained, large debt balances following
acquisitions in recent years.  The Ba-level rating indicates that
Moody's still believes the company's risk profile is stronger than
that implied by estimated Debt to EBITDA at or above 7.0 times and
estimated EBIT to Interest of 0.9 times, each on a consolidated
basis at September 30, 2009.  This relates to the fact that the
company has contracted a significant portion of its fleet on
multi-year or life-of-field contracts that result in a fixed base
of revenues that covers its operating and G&A costs as well as its
debt-service obligations.  Teekay remains exposed to highly-
cyclical spot freight rates, which have compounded pressure on the
credit metrics through the 2009 trough.  Moody's believes that
freight rates are likely to strengthen, starting in 2010 as world
oil demand increases with improving, albeit at a tepid pace,
global economic conditions.  Teekay's leading market position,
long-tenured relationships with large oil companies and good
liquidity each support the Ba3 rating.  Additionally, Moody's
anticipates that adjusted debt will meaningfully decline in
upcoming years as long as Teekay does not replace in-chartered
vessels as many are scheduled to redeliver in upcoming quarters.

The stable outlook reflects the stability of cash flows from the
large contracted revenue base.  Moody's believes that the
potential exists for 2010 to provide an inflection point in
Teekay's spot rate operations.  This and an about halving of
committed capital expenditures should allow the company to realize
about breakeven free cash flow, a needed step in what Moody's
believes will be a multi-year process to restore credit metrics to
Ba-like levels.

Moody's could downgrade the ratings if it believes that Teekay
will not become free cash flow positive in 2010.  The ratings
presently accommodate credit metrics that are weak for the rating
category.  The inability to demonstrate and sustain a path to a
stronger credit metrics profile could also result in a negative
rating action.  For instance, the inability to reduce Debt to
EBITDA to below 6.5 times or improve FFO + interest to interest to
above 2.0 times would indicate management's willingness to sustain
the aggressive financial policy of recent years, rather than
restore credit metrics to levels reflective of the Ba rating
category.  Retained Cash Flow to Net Debt that remains below 10%
would also be problematic for maintaining the Ba3 rating.  Further
increases in debt, either from share purchases, acquisitions or
additional charters-in could also result in a downgrade.  There is
no upwards pressure on the ratings because of the current credit
metrics profile.  Significant strengthening of credit metrics
would be required before Moody's would consider a change in the
outlook to positive.

The last rating action was on December 23, 2008, when Moody's
lowered Teekay's corporate family rating to Ba3 from Ba2, lowered
the senior unsecured rating to B1 from Ba3 and affirmed the SGL-2
speculative grade liquidity rating and the stable outlook.

Assignments:

Issuer: Teekay Corporation

  -- Senior Unsecured Regular Bond/Debenture, Assigned B1

Teekay Corporation, a Marshall Islands corporation headquartered
in Hamilton, Bermuda, having its main operating office in
Vancouver, Canada, operates a fleet of 158 owned, chartered-in or
managed crude, refined products, LNG, LPG and FPSO vessels,
including 11 newbuildings on order.


TEEKAY CORP: S&P Assigns 'BB' Rating on $300 Mil. Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
issue-level rating to Teekay Corp.'s proposed 10-year
US$300 million senior unsecured notes.  S&P also assigned a '4'
recovery rating to the debt, indicating S&P's expectation of an
average (30%-50%) recovery in the event of a payment default.

The proposed notes will be secured obligations and will rank pari
passu with all existing unsecured and unsubordinated indebtedness
of the issuer.  S&P understands that the company will use the
proceeds of the proposed notes to repay through a tender offer the
unsecured notes outstanding due 2011, as well as borrowings under
its revolving credit facilities.  This should result in no
material change in the company's consolidated debt levels.  S&P
rates the long-term corporate credit rating on Teekay 'BB', with a
stable outlook.

"The ratings reflect what S&P see as Teekay's market-leading and
defendable position in the shuttle tanker business, increasing
revenue contribution from more stable liquefied gas and offshore
segments, improving product offering, and the high priority it has
given to restoring a more prudent capital structure," said
Standard & Poor's credit analyst Greg Pau.

S&P believes that these strengths are partially offset by the
company's continued, albeit reducing, participation in the highly
cyclical spot tanker segment.  They are also offset by Teekay's
aggressive financial risk profile brought about by its debt-
financed acquisitions, which are part of its strategy to become a
full-range service provider to the midstream oil and gas industry.

                           Ratings List

                           Teekay Corp.

            Corporate credit rating        BB/Stable/--

                          Rating Assigned

              US$300 million sr unsecured notes  BB
               Recovery rating                   4


TH PROPERTIES: To File Reorganization Plan by February
------------------------------------------------------
Patrick Lester at The Morning Call says TH Properties is close to
finalizing a plan of reorganization that will address customer
home deposits and mechanics' lien place on home that already sold.
The plan expected to be filed by February 2010.  The Company said
it will emerge as a smaller entity, Mr. Lester notes.

Philadelphia-based T.H. Properties, L.P., has 12 working
developments in Pennsylvania and New Jersey.  Timothy Hendricks
and his brother Todd started the firm in 1992.  T.H. Properties
and its affiliates filed for Chapter 11 bankruptcy protection on
April 30, 2009 (Bankr. E.D. Pa. Case No. 09-13201).  Barry E.
Bressler, Esq., at Schnader, Harrison, Segal & Lewis, LLP, and
Natalie D. Ramsey, Esq., at Montgomery McCracken Walker and Rhoads
LLP represent the Debtors in their restructuring efforts.  The
Debtors listed assets between $100 million and $500,000,000, and
debts between $10 million and $50 million.


TOUSA INC: Directors Want Creditor Suit in District Court
---------------------------------------------------------
Bill Rochelle at Bloomberg News reports that directors of
homebuilder Tousa Inc. filed a motion to remove a suit from
bankruptcy court where they are being sued by the Official
Committee of Unsecured Creditors for breach of duties to the
company.  The directors want the Committee's suit heard in U.S.
district court.

The Committee's suit rests mostly on the same facts that led the
Bankruptcy Court in October to rule that bailing out an
affiliate six months before Chapter 11 resulted in fraudulent
transfers.  In the lawsuit against the secured lenders, the
bankruptcy judge required the banks to post $700 million in bonds
to hold up enforcement of the judgment pending appeal.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TRI STAR: Levanowicz Offers to Buy Assets for $1.7 Million
----------------------------------------------------------
According to AMM.com, Tri Star Aluminum LP founder Joseph
Levanowicz left the company and offered to buy the company's
assets for $1.7 million.

Tri Star Aluminum LP provides environmental services.  The company
filed for Chapter 11 protection in 2009 (Bankr. M.D. Tenn. Case
No. 09-08974).   The Company listed assets of $10 million.


TRIBUNE CO: Wilmington Trust Seeks Appointment of Examiner
----------------------------------------------------------
Daily Bankruptcy Review reports that Wilmington Trust Co., trustee
for $1.2 billion worth of Tribune Co. bonds, on Wednesday asked
the Bankruptcy Court to appoint an independent examiner in
Tribune's case to protect "very significant causes of action"
growing out of the 2007 leveraged buyout of the Debtors.

                       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)


TRIBUNE CO: May Exit in First Half of 2010, Chairman Zell Says
--------------------------------------------------------------
Chicago Tribune says Sam Zell, chairman of the newspaper's parent
Tribune Co., told CNBC on Wednesday that he didn't know when
Tribune will emerge from Chapter 11 bankruptcy protection but
"it's reasonable to assume that it will come out probably in the
first half of this year."

"I obviously don't know when it will come out" of bankruptcy, Mr.
Zell said. "But I think that it's reasonable to assume that it
will come out probably in the first half of this year. Maybe if
negotiations (with creditors) go easier, maybe even as the soon as
the end of the first quarter."

"I would tell you that the Tribune is doing really well," Mr. Zell
said in an interview with Maria Bartiromo, Chicago Tribune
reports. "I think that an awful lot of the steps that the
management of this company has taken to change the model, to
reduce costs, to make the operations more efficient have all been
coming through. So I'm very optimistic about the future of the
company."

Chicago Tribune recalls Mr. Zell told Bloomberg Television in
October that "with some reasonable luck," it might be early 2010.
In July, Chicago Tribune further notes, Mr. Zell told CNBC's
Bartiromo he suspected it might be "sometime between now and maybe
as early as the end of" 2009.  He told Bloomberg Television in May
he was hopeful it would happen "relatively shortly," Chicago
Tribune says.

                       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)


TROPICANA ENTERTAINMENT: LV Entity Names Entertainment VP
---------------------------------------------------------
Tropicana Las Vegas Inc. President Thomas McCartney announced that
Lee Ann Groff-Daudet has been appointed Vice President of
Entertainment.  She will oversee all aspects of entertainment
operations, planning and development.

"Lee Ann brings an expansive working knowledge to her position at
Tropicana Las Vegas; including experience in production
management, casting, broker relations, sales and marketing," said
Mr. McCartney.  "We are thrilled to have someone with her vast
expertise on the Tropicana Las Vegas team."

Ms. Groff-Daudet has more than two decades of entertainment and
production experience.  Previous employers include Blue Man Group,
The Colorado Actors' Theater, Columbia Pictures and Twentieth
Century Fox, among others.  Most recently, she worked as a PR &
Marketing consultant servicing a variety of retail and
entertainment clients.

Ms. Groff-Daudet holds a Bachelor of Arts degree in Theater from
Smith College and studied at the Institut d'Art et Architecture
and Sciences Politiques in Paris, France.  She speaks fluent
French and is proficient in Spanish, Italian and German.

                   About Tropicana Las Vegas

Nestled in the heart of the famed Las Vegas Strip, Tropicana Las
Vegas is a true Las Vegas landmark.  The historic property is
currently transforming itself into a vibrant, South Beach, Miami
themed escape.  The revitalized Tropicana Las Vegas will feature a
pulsating Latin beat, live salsa dancers, bright tropical colors
and a sizzling nightlife scene.  Renovations are scheduled for
completion in 2010 and include the redesign of every hotel room
and suite, the casino, the world-famous pool area, several new
restaurants, bars, a new poker room, a new race and sports book
and a nightclub.  For additional information on events, amenities
or availability call 702-739-2222 or visit http://www.troplv.com

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, non-debtor units of the OpCo Debtors,
designated as the New Jersey Debtors -- Adamar of New Jersey,
Inc., and its affiliate, Manchester Mall, Inc. -- filed for
Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate
a sale of the Atlantic City Resort and Casino to a group of
Investors-led by Carl Icahn.   Judge Judith H. Wizmur presides
over the cases.  Manchester Mall is a wholly owned subsidiary of
Adamar that owns and operates certain real property utilized in
the New Jersey Debtors' business operations.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENTERTAINMENT: Simulcast Facility Shutdown Gets Nod
-------------------------------------------------------------
The New Jersey Casino Commission has approved Adamar of New
Jersey, Inc., and its affiliate, Manchester Mall, Inc.' plan to
shut down the simulcast facilities at the Tropicana Casino and
Resort, pressofAtlanticCity.com reports.

The New Jersey Debtors have decided to end their 15-year old
simulcast betting operations on horse racing after having recorded
decreased revenues for the said unit in the past two years.
Simulcast revenue has dipped 38% in the past two years,
pressofAtlanticCity.com quoted Tropicana Casino Operations Vice
President Mario DiGuiseppe as telling the NJ Commission.  "At some
point, it just becomes not a good business proposition," he said.

Simulcast facilities allow casino customers to bet on horse races
broadcast from tracks across the country, pressofAtlanticCity.com
relates.

The planned simulcast facility shutdown has elicited objections
from employees and customers of the simulcast facilities.  The NJ
Commission has also noted that nine simulcast employees stand to
lose their jobs pursuant to the shutdown.  Nevertheless, the
Commission has approved the facility shutdown, noting that "its
hands essentially are tied because casinos may make changes to
their gaming floor," according to pressatAtlanticCity.com.

"It's a business decision by Tropicana," NJ Commission Chair Linda
M. Kassekert was quoted by pressatAtlanticCity.com as saying.
"Whether it's a good decision or a bad decision, it's their
business decision."

As previously reported, the New Jersey Debtors have filed a motion
with the Bankruptcy Court for the rejection of the subject
simulcast agreements.

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, non-debtor units of the OpCo Debtors,
designated as the New Jersey Debtors -- Adamar of New Jersey,
Inc., and its affiliate, Manchester Mall, Inc. -- filed for
Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate
a sale of the Atlantic City Resort and Casino to a group of
Investors-led by Carl Icahn.   Judge Judith H. Wizmur presides
over the cases.  Manchester Mall is a wholly owned subsidiary of
Adamar that owns and operates certain real property utilized in
the New Jersey Debtors' business operations.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENTERTAINMENT: TEI Gets Board Nod, May Emerge Jan. 27
---------------------------------------------------------------
The Nevada Gaming Control Board granted preliminary approval to
Las Vegas-based Tropicana Entertainment's new ownership and
financial structure on January 6, 2010, Las Vegas Review-Journal
reported.

In light of this recent development, Tropicana Entertainment is
likely to emerge from bankruptcy on January 27, 2010, and be the
first gaming company to exit bankruptcy since the recession, LV
Review said.

The new Tropicana Entertainment is contemplated to own nine
casinos in five states, including the River Palms and the
Tropicana in Laughlin, and the MontBleu in Lake Tahoe, once it
exits bankruptcy, according to LV Review.

As previously reported, Carl C. Icahn and other investors bought
Tropicana Entertainment LLC out of bankruptcy in 2009, with a plan
to replace it with a public company called Tropicana Entertainment
Inc.  TEI plans to fold New Jersey-based Tropicana Casino and
Resort Atlantic City into its corporate umbrella of casinos in
Nevada, Mississippi, Louisiana, and Indiana.

LV Review noted that Mr. Icahn will be the largest owner of
Tropicana Entertainment, controlling 47.5% of the company's debt.
Around 150 secured creditors each hold less than 5% of the
company's debt.

Joining Mr. Icahn and two of his representatives on Tropicana
Entertainment's seven-member board, which also includes Tropicana
Chief Executive Officer Scott Butera, is Glenn Christenson.  Mr.
Christenson also sits on the boards of NV Energy and First
American Financial.  He retired from Stations Casinos in 2007.

The Nevada Gaming Commission is expected to consider final
approval of the TEI's gaming license on January 21, 2010, the Las
Vegas Sun noted in a separate report.

A finance group led by Icahn Capital will provide Tropicana
Entertainment a $150,000,000 financing arrangement to help the
company exit Chapter 11, LV Review noted.  The new credit infusion
will be used to pay back $70,000,000 in bankruptcy financing and
fees, while the remaining funds will be used for working capital,
according to the report.

Tropicana on the Strip was bought, and owned separately, by an
investment group led by Canadian private equity firm, Onex Corp.
and Alex Yemenidjian, a former MGM Grand Inc. executive.  Onex's
acquired entity is referred to as Tropicana Las Vegas Inc.
Tropicana Entertainment initiated a complaint in July 2009,
alleging that the new owners of Tropicana on the Strip have no
rights to use the "Tropicana" trademark name.  The trademark
issues have yet to be resolved.

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, non-debtor units of the OpCo Debtors,
designated as the New Jersey Debtors -- Adamar of New Jersey,
Inc., and its affiliate, Manchester Mall, Inc. -- filed for
Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate
a sale of the Atlantic City Resort and Casino to a group of
Investors-led by Carl Icahn.   Judge Judith H. Wizmur presides
over the cases.  Manchester Mall is a wholly owned subsidiary of
Adamar that owns and operates certain real property utilized in
the New Jersey Debtors' business operations.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


THIELE MANUFACTURING: Case to Be Converted to Chapter 7
-------------------------------------------------------
Randy Griffith at the Tribune-Democrat says a federal judge denied
the request by Thiele Manufacturing to reopen a manufacturing
plant.  The shutdown will require the Company to default on a
contract with Mack Trucks, forfeiting about $400,000, but it would
not be enough to keep the plant open beyond Jan. 31, 2010.  The
Company said it will close and its case will be converted to
Chapter 7.

Pittsburgh, Pennsylvania-based Thiele Manufacturing, LLC, filed
for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court
for the Western District of Pennsylvania on December 19, 2008
(Bankr. W.D. Pa. Case No. 08-28469).  Richard R. Tarantine, Esq.,
who has an office in Pittsburgh, Pennsylvania, assists the company
in its restructuring effort.  The company listed $1,000,001 to
$10,000,000 in assets and $1,000,001 to $10,000,000 in
liabilities.


UPCB FINANCE: Moody's Assigns 'Ba3' Rating on EUR500 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service said that it had assigned a (P) Ba3
rating to the EUR500 million in senior secured notes due 2020 to
be issued by UPCB Finance Limited (UPCB Finance or the Issuer).
The rating outlook is stable.  This is the first time that Moody's
has rated UPCB Finance's debt.

UPCB Finance, a trust-owned special purpose vehicle, will on-lend
the proceeds on a senior secured basis into the UPC Holding B.V.
group (CFR at Ba3), the pan-European cable operator by funding an
additional facility under the existing UPC Broadband Holding B.V.
(UPC Broadband) bank facility rated Ba3 by Moody's (the UPC Bank
Facility).  The borrower under the additional facility, to be
referred to as Finco loan, is expected to be UPC Financing
Partnership (UPC Financing), an established borrower under the UPC
Bank Facility.  UPC Financing and UPC Broadband are wholly-owned
subsidiaries of UPC.  The (P) Ba3 rating on the notes reflects
Moody's view that the senior secured on-lending establishes a
claims position for holders of the new notes that is broadly
equivalent to that of existing lenders under the UPC Bank
Facility.

Holders of the new notes will have security over the Issuer's
shares and over its assets, including its rights to and benefit in
the Finco loan.  However, holders of the notes have only indirect
recourse to UPC Financing so that in an enforcement scenario they
would have to enforce their rights under the notes' collateral, in
particular the rights under the Finco loan, before they can
proceed to realize the asset security under the Finco loan.  This
could delay asset realization or make it more costly.  UPC will
use proceeds from the transaction to replace existing borrowing
under the UPC Bank Facility.

Moody's notes that during the first nine months of 2009 revenue
growth slowed down to around 1.9% (excluding FX).  Deceleration in
ARPU in UPC's voice and data business and some loss of analog
video subs were contributing factors to this development together
with revenue decreases in UPC's Austrian and Hungarian operations.
However, good cost control helped to improve OCF margins for the
same period and the company has hinted at more positive
operational developments in the fourth quarter on the back of the
successful launch of improved products (DOCSIS 3.0) and with that
the return of some pricing power.  Moody's Ba3 CFR for UPC
reflects amongst other things that growth trends can be stabilized
while margins remain at the high levels achieved and that in any
case debt is managed well within a ratio of 5.5x for Debt/EBITDA
(as defined by Moody's) as stipulated by Moody's for ratings
maintenance.

Moody's assigns provisional ratings when the assignment of a final
rating is subject to the fulfillment of contingencies, but it is
highly likely that the rating will become definitive after all
documents are received or an obligation is issued into the market.
A provisional rating is denoted by placing a (P) in front of the
rating.

The last rating action for UPC occurred on 29 May 2009, when
Moody's assigned definitive B2 ratings to UPC Holding's new senior
notes and Ba3 ratings to new tranches under UPCBH's senior secured
facility.

UPC Holding B.V. is a pan-European cable provider, a principal
subsidiary of Liberty Global, Inc.  In 2008, the company generated
EUR3.5 billion in revenue and EUR1.6 billion in reported operating
cash flow.


XM SATELLITE: Pays $10 Senior Secured Convertible Notes
-------------------------------------------------------
XM Satellite Radio Holdings Inc. said the outstanding principal
amount of its 10% Senior Secured Discount Convertible Notes due
2009 matured and was paid in cash.

In connection with the maturity of the 10% Notes, the company
entered into a new Collateral Agreement with U.S Bank National
Association, as Collateral Agent, for XM's 11.25% Senior Secured
Notes due 2013.  The Collateral Agreement secures the 11.25% Notes
with a lien on substantially all our assets, XM's assets and
certain of our subsidiaries' assets.  The Collateral Agreement
replaced the security agreement which had secured the 10% Notes
and the 11.25% Notes.

Based in Washington, D.C., XM Satellite Radio Holdings, Inc.
operates as a satellite radio service company. It provides music,
news, talk, information, entertainment, and sports programming for
reception by vehicle, home, and portable radios, as well as
through the Internet to about 9.1 million subscribers in the
United States.

According to the Troubled Company Reporter on April 17, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Sirius XM Radio Inc. and XM Satellite Radio Holdings
Inc. (which S&P analyzes on a consolidated basis) to 'CCC+' from
'CCC'.  In accordance with this rating change, S&P also raised its
issue-level ratings on the companies' debt by one notch (with the
exception of Sirius XM's senior unsecured notes, which were
affirmed at 'CCC-').  All of these ratings were removed from
CreditWatch, where S&P placed them with positive implications on
Feb. 17, 2009.  The corporate credit rating outlook is stable.


* Consumer Credit Shrinks Record $17.5-Bil. in November
-------------------------------------------------------
Bill Rochelle at Bloomberg News reports that consumer credit
contracted a record $17.5 billion in November, on top of a revised
$4.2 billion decline in October.  The 10 consecutive declines are
the most since records were first kept in 1943.


* General Motors, CIT Grou Lead Billion-Dollar Filers in 2009
-------------------------------------------------------------
In 2009, about 43 companies filed for Chapter 11 bankruptcy with
more than $1 billion in total assets.  The top 10 largest filers
for 2009 are:

                    Petition         Total Assets   Total Debts
  Company           Date      Court  ($ Bil.)       ($ Bil.)
  -------           --------  -----  ------------   -----------
General Motors        1-Jun    SDNY      $82.29        $172.81
CIT Group             1-Nov    SDNY      $71.02         $64.90
Chrysler LLC         30-Apr    SDNY      $39.30         $55.20
General Growth       16-Apr    SDNY      $29.50         $27.20
Lyondell              6-Jan    SDNY      $27.11         $19.33
Thornburg Mortgage    1-May    Md.       $24.40         $24.70
Capmark Financial    25-Oct    Del.      $20.10         $21.00
Charter Comms        27-Mar    SDNY      $13.88         $24.18
Nortel Networks      14-Jan    Del.      $11.60         $11.80
AbitibiBowater       16-Apr    Del.       $9.90          $8.70

Lehman Brothers Holding Corp. remains the biggest corporate bust
in history.  Lehman, which filed in 2008, had $639 billion in
total assets and $613 billion in total debts at that time of its
filing.

Of the billion-dollar cases that filed in 2009, 16 cases were
filed before the U.S. Bankruptcy Court for the Southern District
of New York and 15 cases were filed in Delaware.

                           Past 30 Days

For the past 30 days, Citadel Broadcasting Corp. led 12 companies
that filed for chapter 11 bankruptcy with assets of at least $100
million.  Citadel is the lone bankruptcy filer the past month with
more than $1 billion in total assets.

Two filers -- Sargent Ranch LLC and Mesa Air Group Inc. --
disclosed between $500 million and $1 billion in total assets.
Nine other filers reported between $100 million and $500 million
in total assets.

                    Petition         Total Assets   Total Debts
  Company           Date      Court  ($ Mil.)       ($ Mil.)
  -------           --------  -----  ------------   ----------
Cambridge-Lee         8-Dec    Del.   $100-$500      $500-$1BB
Axia Incorporated    14-Dec    Del.   $100-$500      $100-$500
Manuel Bettencourt   16-Dec    Ariz.   >$100.00       >$100.00
Hawkeye Renewables   21-Dec    Del.   $100-$500      $500-$1BB
Heartland            21-Dec    Del.     $134.30        $166.20
TLC Vision (USA)     21-Dec    Del.   $100-$500      $100-$500
Int'l Aluminum        4-Jan    Del.     $198.00        $217.00
Haights Cross        11-Jan    Del.     $232.38        $432.74
Broadway 401         11-Jan    Del.   $100-$500      $100-$500

Citadel is the third largest radio group in the United States,
with a national footprint reaching more than 50 markets.  Citadel
is comprised of 166 FM stations and 58 AM stations in the nation's
leading markets, in addition to Citadel Media, which is one of the
three largest radio networks in the United States.

Citadel reached an accord with more than 60% of its senior secured
lenders on the terms of a pre-negotiated financial restructuring
that would extinguish roughly $1.4 billion of indebtedness.  The
financial restructuring contemplates that Citadel's $2.1 billion
secured credit facility will be converted into a new term loan in
the principal amount of $762.5 million.  Holders of senior secured
claims will receive a pro rata share of the new term loan and 90%
of the new common stock in reorganized Citadel.  The pre-
negotiated restructuring further contemplates that holders of
unsecured claims, including the secured lenders' deficiency claim
of approximately $900 million, the Debtors' unsecured notes and
general unsecured claims will have the option to receive either a
pro rata share of cash in an amount equal to 5% of the unsecured
claim (capped at $2 million) or 10% of the new common stock,
subject to dilution for distributions under reorganized Citadel's
management equity incentive program.

Sargent Ranch LLC owns a 6,400 acre proposed development in
Gilroy, California.  The company is majority owned by Wayne and
Marci Pierce.

Mesa Air Group operates 130 aircraft with about 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.  Mesa said it is faced with an
untenable financial situation resulting primarily from continued
lease obligations on aircraft excess to its current requirements.
Mesa intends to use the Chapter 11 process to eliminate excess
aircraft to better match its needs and give it the flexibility to
align the business to the changing regional airline marketplace.
Mesa also expects the filing to give it the opportunity to reach a
more timely conclusion in the litigation with Delta Air Lines in
which Mesa is currently seeking damages in excess of $70 million.


* RealyTrac(R) Report Shows Record Foreclosure Filings in 2009
--------------------------------------------------------------
RealtyTrac(R) released its Year-End 2009 Foreclosure Market
Report(TM), which shows a total of 3,957,643 foreclosure filings -
- default notices, scheduled foreclosure auctions and bank
repossessions -- were reported on 2,824,674 U.S. properties in
2009, a 21 percent increase in total properties from 2008 and a
120 percent increase in total properties from 2007.  The report
also shows that 2.21 percent of all U.S. housing units (one in 45)
received at least one foreclosure filing during the year, up from
1.84 percent in 2008, 1.03 percent in 2007 and 0.58 percent in
2006.

Foreclosure filings were reported on 349,519 U.S. properties in
December, a 14 percent jump from the previous month and a 15
percent increase from December 2008 -- when a similar monthly jump
in foreclosure activity occurred. Despite the increase in
December, foreclosure activity in the fourth quarter decreased 7
percent from the third quarter, although it was still up 18
percent from the fourth quarter of 2008.

"As bad as the 2009 numbers are, they probably would have been
worse if not for legislative and industry-related delays in
processing delinquent loans," said James J. Saccacio, chief
executive officer of RealtyTrac.  "After peaking in July with over
361,000 homes receiving a foreclosure notice, we saw four straight
monthly decreases driven primarily by short-term factors: trial
loan modifications, state legislation extending the foreclosure
process and an overwhelming volume of inventory clogging the
foreclosure pipeline."

"Despite all the delays, foreclosure activity still hit a record
high for our report in 2009, capped off by a substantial increase
in December," Mr. Saccacio continued.  "In the long term a massive
supply of delinquent loans continues to loom over the housing
market, and many of those delinquencies will end up in the
foreclosure process in 2010 and beyond as lenders gradually work
their way through the backlog."

Nevada, Arizona, Florida post top state foreclosure rates in 2009

More than 10 percent of Nevada housing units received at least one
foreclosure filing in 2009, giving it the nation's highest state
foreclosure rate for the third consecutive year.  Nevada
foreclosure activity in December increased 27 percent from the
previous month but was still down 22 percent from December 2008.
Fourth quarter foreclosure activity in Nevada was down 37 percent
from the previous quarter thanks to substantial decreases in
October and November.

Arizona registered the nation's second highest state foreclosure
rate in 2009, with more than 6 percent of its housing units
receiving at least one foreclosure filing during the year, and
Florida registered the nation's third highest foreclosure rate,
with 5.93 percent of its housing units receiving at least one
foreclosure filing during the year.

Other states with 2009 foreclosure rates ranking among the
nation's 10 highest were California (4.75 percent), Utah (2.93
percent), Idaho (2.72 percent), Georgia (2.68 percent), Michigan
(2.61 percent), Illinois (2.50 percent), and Colorado (2.37
percent).

California, Florida, Arizona, Illinois account for 50 percent of
national total

Four states accounted for more than 50 percent of the nation's
2009 total, with more than 1.4 million properties receiving a
foreclosure filing in California, Florida, Arizona and Illinois
combined.

A total of 632,573 California properties received a foreclosure
filing in 2009, the nation's largest state foreclosure activity
total and an increase of nearly 21 percent from 2008.  After four
straight month-over-month declines, California foreclosure
activity in December increased nearly 9 percent from the previous
month, but the state's fourth quarter foreclosure activity was
still down 17 percent from the previous quarter.

Florida posted the nation's second largest total, with 516,711
properties receiving a foreclosure filing in 2009 -- a 34 percent
increase from 2008.  The state's fourth quarter foreclosure
activity was down nearly 9 percent from the previous quarter
despite a 4 percent monthly increase in foreclosure activity in
December.

Arizona foreclosure activity in December spiked 40 percent from
the previous month, helping the state post the third largest
foreclosure activity total for the year.  A total of 163,210
Arizona properties received a foreclosure filing in 2009, a nearly
40 percent increase from 2008.

A total of 131,132 Illinois properties received a foreclosure
filing in 2009, the nation's fourth largest total and an increase
of nearly 32 percent 2008.  The state's fourth quarter foreclosure
activity increased nearly 29 percent from the previous quarter,
and the state's December foreclosure activity was up nearly 9
percent from the previous month.

Other states with 2009 totals among the 10 highest in the country
were Michigan (118,302), Nevada (112,097), Georgia (106,110), Ohio
(101,614), Texas (100,045), and New Jersey (63,208).

Report methodology

The RealtyTrac U.S. Foreclosure Market Report provides a count of
the total number of properties with at least one foreclosure
filing entered into the RealtyTrac database during the year --
broken out by type of filing by state, county and metropolitan
statistical area.  Some foreclosure filings entered into the
database during the year may have been recorded in previous years.
Data is collected from more than 2,200 counties nationwide, and
those counties account for more than 90 percent of the U.S.
population.  RealtyTrac's report incorporates documents filed in
all three phases of foreclosure: Default -- Notice of Default
(NOD) and Lis Pendens (LIS); Auction -- Notice of Trustee Sale and
Notice of Foreclosure Sale (NTS and NFS); and Real Estate Owned,
or REO properties (that have been foreclosed on and repurchased by
a bank).  If more than one foreclosure document is received for a
property during the year, only the most recent filing is counted
in the report.


* SMR Sees Highly Elevated Commercial Mortgage Defaults in 2010
---------------------------------------------------------------
Commercial mortgage defaults will be highly elevated in 2010 and
could wipe out profits at a number of U.S. banks, according to
SMR Research Corp.

But it does not appear that this problem will morph into a true
crisis that would endanger U.S. or global financial systems.

These are the key conclusions of a research study published
Tuesday by SMR.  It is entitled The Commercial Mortgage Dilemma:
Banking's Next Credit Challenge.

"The saving grace for the financial system is that most really
large U.S. banks are modestly exposed," said SMR President Stuart
A. Feldstein.

For example, highly delinquent commercial mortgages recently were
only 0.1% of Citigroup's assets.  JP Morgan Chase also appears
"walled off" from the dilemma.  Exposure at Bank of America is
just slightly higher.  None of the nation's largest banks risk
failure due to commercial mortgage defaults, SMR noted.

The same cannot be said for some medium-sized and smaller banks.
At small banks with less than $1 billion of assets, commercial
mortgages recently were 32.5% of total assets -- a level of
dependence six-fold higher than at big banks with $50 billion or
more of assets.

As of September 30, 2009, 154 banks had highly delinquent
commercial mortgages equal to 3% or more of their total assets.
In a reasonably good year, banks earn profits of only about 1% of
assets.  Many of these institutions will be hard-pressed to make
any money in 2010, SMR said.  Some could become insolvent.

The study includes specific 2010 risk rankings for each of the
nation's 477 largest bank holding companies.

As of late 2009, the 90-day-plus delinquency rate on all
commercial mortgages (including multi-family apartment building
loans and commercial construction loans) was rising fast.  It
reached 5.59% on September 30, up from 3.51% just six months
earlier.

Meanwhile, the vacancy rate on apartment buildings had reached its
highest level since at least 1965. Vacancy rates were high as well
at shopping centers and office buildings.  The total commercial
mortgage loan market was $3.4 trillion as of the third quarter of
2009.

Despite the gloom, SMR found reasons for cautious optimism.

Among them: The early-stage delinquency rate on commercial
mortgages appears to have peaked in the first quarter of 2009.

In addition, overall delinquency and write-offs on commercial
mortgages were still below levels seen in the last commercial
lending crisis in 1991.

"If the economic recovery continues apace, the new commercial
mortgage crisis may peak in 2010 and improve in 2011,"
Mr. Feldstein said.

SMR utilized more than 150,000 regulatory financial reports from
banks and thrifts to present an 18-year history of commercial
mortgage credit figures, from 1991 to 2009.

The firm also tapped its property records database to calculate
recent foreclosure rates on commercial properties by type, by
state, and by metro area.

Multi-family apartment buildings had the highest foreclosure rate.
Properties dependent on consumer discretionary spending -
including greenhouses and car washes -- also showed high
foreclosure rates.

Foreclosure rates were low at churches, medical buildings, funeral
homes, and private schools.

Some local markets with high home foreclosures also had high
commercial foreclosures, including Arizona and Florida.  But the
correlation wasn't perfect.  Hawaii, for example, showed a high
commercial foreclosure rate as the falloff in tourism clobbered
hotels and restaurants.

The SMR study spans 130 pages and is available to clients in print
and electronic versions.  Free copies are not available, but SMR
personnel are available for interviews.

Founded in 1984, SMR Research Corp. is the nation's largest
provider of industry research studies on lending subjects. More
details about the new study's content can be found by following
this link: Commercial Mortgage Dilemma
(http://www.smrresearch.com/CommMtgSummary.htm).


* U.S. Probing 15 FHA Lenders on Failed Home Loans
--------------------------------------------------
ABI reports that Federal housing officials launched a probe
Tuesday targeting 15 lenders approved to do business with the
Federal Housing Administration that have unusually high default
rates among their FHA-backed loans.


* Wilbur Ross Predicts Auto Industry Renaissance
------------------------------------------------
Dow Jones Newswires says U.S. billionaire investor Wilbur Ross is
still sticking with his bet on the automotive industry, saying the
sector will experience a renaissance over the next 10 years.

In a speech at the Automotive News World Congress in Detroit
Wednesday, Mr. Ross said the auto maker and supplier bankruptcies,
consolidation and recovery demand for new cars and trucks will
help the industry return to an annual sales range of 13.5 million
to 14.2 million starting in 2011.

Dow Jones recalls Mr. Ross was the first to begin buying assets
from failing suppliers to fasten together his global supplier,
International Automotive Components.  IAC produces and supplies a
variety of parts to auto makers around the world.

According to Dow Jones, Mr. Ross also expects more bankruptcies as
the problem of excess capacity remains.  Dow Jones say Mr. Ross
expects larger suppliers to buy assets of failing companies as
they expand globally to match plans by Ford Motor Co. and General
Motors Co. to build more global cars.


* Bell Nunnally Nabs Warner Stevens Bankruptcy Partner
------------------------------------------------------
Law360 reports that former Warner Stevens LLP partner Jeffrey R.
Erler has joined Dallas firm Bell Nunnally & Martin LLP in its
bankruptcy practice, focusing on creditors' rights.


* Bing Chen Joins Houlihan Lokey as a Managing Director in HK
--------------------------------------------------------------
Houlihan Lokey disclosed that Bing Chen has joined the Hong Kong
office as a Managing Director, further advancing the firm's
ongoing global expansion.

Mr. Chen will be responsible for spearheading the growth of
Houlihan Lokey's Financial Advisory Services business unit in
Asia.  With Mr. Chen's arrival, the firm now has expanded senior-
level executive presence in Asia across its full range of
investment banking services and can provide clients with seamless
access to an integrated global platform.

Houlihan Lokey launched its international expansion in London, and
has since established offices in Paris, Frankfurt, Hong Kong,
Tokyo and Beijing.

During the past two decades, Mr. Chen has held leadership
positions at global institutions in Asia, the United States and
Europe.  He has extensive experience and success in the areas of
corporate development, restructuring, investment banking and
financial advisory services.   Prior to joining Houlihan Lokey,
Mr. Chen served as the Chief Executive Officer of a European
specialty financing company.

Houlihan Lokey's Financial Advisory Services business unit
provides clients with assessments, advice and opinions on the
fairness or solvency of transactions, the valuation of assets,
businesses, securities and complex financial instruments.  As an
investment banking firm, Houlihan Lokey is able to offer these
services without the conflicts faced by other valuation service
providers, and is also able to leverage the transaction expertise
it gains from advising on hundreds of M&A and restructuring
assignments each year.  In 2009, Thomson Reuters ranked Houlihan
Lokey the No. 1 M&A fairness opinion adviser over the past 10
years.

"There is a growing opportunity in Asia for the independent
opinions and advisory services that Houlihan Lokey has come to be
known for during the past 40 years," said Jack W. Berka, Senior
Managing Director and Global Head of Financial Advisory Services.
"The addition of a seasoned professional such as Bing to our Asian
team will allow Houlihan Lokey to capitalize on this opportunity
and provide Asian clients with the full range of expertise and
service that we are recognized for elsewhere in the world."

Mr. Chen added: "Houlihan Lokey has a strong, established
reputation as a trusted financial adviser to clients throughout
North America and Europe, and this same reputation is rapidly
developing in Asia.  The convergence of global and local standards
for governance and regulation in Asia are creating a healthy
demand for quality valuation and advisory services.  I look
forward to accelerating the growth of our business by providing
premier services to existing and new clients in the region."

Earlier in his career, Mr. Chen was the Chief Financial Officer of
Comdisco Europe, where he restructured businesses in 14 countries
with a total value of more than $1.6 billion.  Previously, as
Director of Corporate Strategy at Deutsche Bank Americas, Mr. Chen
directed investment banking strategy, M&A and corporate
investments, regulatory compliance, risk and organizational
management.  He began his career at Arthur Andersen where he led
global projects in several groups, including Structured Finance,
Derivatives and Treasury Risk Management Consulting, and Audit
Services.  Mr. Chen holds an MBA in Finance with honors from
Columbia Business School and a BBA in Accountancy from the City
University of New York.  He is a Certified Public Accountant in
New York State, and a member of AICPA and Beta Gamma Sigma of
Columbia University.

Houlihan Lokey offers a globally-integrated platform of investment
banking services to clients located throughout Asia, Europe and
the United States.  Recent clients served in Asia and Europe
include NTT Communications, Mandarin Oriental, Marubeni
Corporation, Peak International Limited, France Telecom, Monier
Group GmbH and EN+ Group.

                        About Houlihan Lokey

Houlihan Lokey, an international investment bank, provides a wide
range of advisory services in the areas of mergers and
acquisitions, financing, financial restructuring, and valuation.
The firm was ranked the No. 1 M&A adviser for U.S. transactions
under $2 billion in 2008 and the No. 1 fairness opinion adviser
over the past 10 years by Thomson Reuters.  In addition, the firm
advised on more than 500 restructuring transactions valued in
excess of $1.25 trillion over the past 10 years.  Notable
engagements cover numerous sectors and virtually all of the
largest U.S. corporate bankruptcies, including Lehman Brothers,
General Motors, WorldCom and Enron.  The firm has more than 800
employees in 14 offices in the United States, Europe and Asia.
Each year we serve more than 1,000 clients ranging from closely
held companies to Global 500 corporations.


* Chadbourne & Parke Partner Has Role in Damages Guide Development
------------------------------------------------------------------
The international law firm of Chadbourne & Parke LLP today
congratulated its partner and co-chair of its Intellectual
Property Group, John A. Squires, for the completion and release of
a practitioner-drafted handbook designed to assist U.S. District
Court judges and magistrates in case management of damages issues
in patent infringement cases.

The handbook was released by the National Patent Jury Instruction
Committee and is available for downloading at:

         http://www.nationaljuryinstructions.org/damages

The Committee on Patent Damages, on which Mr. Squires participated
with nationally recognized members from the bench, bar and
academia was convened at the request of Chief Judge Paul R. Michel
of the United States Court of Appeals for the Federal Circuit. The
Patent Damages Handbook, officially entitled Compensatory Damages
Issues in Patent Infringement Cases: A Handbook for Federal
District Court Judges, was produced by the Committee following
months of collaborative effort to collect and identify procedural
practices that may be helpful in the case management and
adjudication of patent damages issues.

In late 2008, Chief Judge Michel asked a diverse group of law
practitioners, economists, academics and trial judges to tackle
"how best to achieve the just, speedy and inexpensive
determination of patent damages."

"John was among the top IP professionals in the U.S. asked to
tackle this complex issue that produced a groundbreaking,
important and consensus handbook," said Chadbourne Managing
Partner Charles K. O'Neill.  "We congratulate him on his work.
His participation on this select Committee is further recognition
that our IP and litigation practices are recognized leaders on
cutting edge legal issues for the benefit of our clients and the
practice of law generally."

According to Mr. Squires this was no easy task.  "Most of the
Committee members have long been involved in patent reform issues
either on Capitol Hill or as amici in the courts, and maintain
sometimes divergent viewpoints on how to build a better patent law
system for the U.S.  Focusing on procedural practices that may be
helpful in adjudicating patent damages issues rather than
attempting a substantive restatement of damages law provided the
pathway to a consensus handbook," said Mr. Squires.

While the handbook is not endorsed by the Federal Circuit or
"official in that or any other sense" or endorsed by any company
or client affiliated with project group members, it is intended to
be a significant resource for judges and lawyers under current
law.

Mr. Squires has long represented the financial services industry's
interest in technology and intellectual property issues.  Before
becoming co-chair of Chadbourne's Intellectual Property Group last
year, he previously spent nine years as Goldman, Sachs & Co's
Chief IP counsel.  He also chaired the Securities Industry and
Financial Markets Association ("SIFMA") IP committee for five
years from 2003-2008.

A long-time advocate of meaningful reform of the U.S. patent laws,
Mr. Squires previously testified to the U.S. Senate Judiciary
Committee and Federal Trade Commission on patent reform and has
co-authored several amicus briefs, including the financial
services industries landmark patent law brief to the U.S. Supreme
Court in eBay vs. MercExchange and most recently in Bilski versus
Kappos.*

"Work on substantive reform will no doubt continue apace with this
and perhaps even the new Congress," said Mr. Squires, "but in
terms of case management and procedural practices -- all with an
eye towards improving the system -- our Committee found many more
areas of agreement than disagreement in drafting the handbook."

"Even under contemplated legislation, courts are currently and
will be more generally charged to be 'gate-keepers' for patent law
damages issues," said Mr. Squires.  "Nevertheless, I believe it is
the collective hope of our group that this handbook will provide
relevant detail and discussion from a diverse and highly regarded
group that cares deeply about intellectual property issues."

                 About Chadbourne & Parke LLP

Chadbourne & Parke LLP, a global law firm headquartered in New
York City, provides a full range of legal services, including
mergers and acquisitions, securities, project finance, private
funds, corporate finance, energy, communications and technology,
commercial and products liability litigation, securities
litigation and regulatory enforcement, special investigations and
litigation, intellectual property, antitrust, domestic and
international tax, insurance and reinsurance, environmental, real
estate, bankruptcy and financial restructuring, employment law and
ERISA, trusts and estates and government contract matters.  Major
geographical areas of concentration include Russia, Central and
Eastern Europe, the Middle East and Latin America.  The Firm has
offices in New York, Washington, DC, Los Angeles, Mexico City,
London (an affiliated partnership), Moscow, St. Petersburg, Warsaw
(a Polish partnership), Kyiv, Almaty, Dubai and Beijing.

* BOOK REVIEW: Taking America - How We Got from the First Hostile
-----------------------------------------------------------------
Author: Jeff Madrick
Publisher: BeardBooks
Softcover: 310 pages
Review by Henry Berry

Taking America connotes the indiscriminate buying up of the
nation's assets of large corporations by investment bankers,
insider stock traders, arbitrageurs, and the like. This occurred
in the mid-1970s, when low stock prices made many large
corporations attractive as takeover targets. At the time, they
were not ready for what was going to hit them. This was the
business era when the term "hostile takeover" came into use. Ivan
Boesky, Carl Icahn, and T. Boone Pickens became household names
for their inconceivable, bold attempts to buy out corporations. In
doing so, they would stand to make hundreds of millions of dollars
as the stock of the acquired company rose. But in most cases, such
a stock rise would come at the cost of breaking up the newly-
acquired company by selling off its most prized and valuable
operations and assets or by drastically reducing its work force to
save on wage and benefits costs. In many ways, this wave of
buyouts and mergers fundamentally changed the way corporations did
business; and it changed the way corporations were seen by
businesspersons and the public. Corporations came to be seen not
mainly as businesses relating to a particular business sector or
making a particular product or product line.

Such considerations as operations and growth within a particular
or closely-related sector, employee security, and long-term
strategic planning were swept aside by the single-minded aim of
using a corporation's cash and other assets as leverage to
takeover vulnerable, and often unsuspecting, corporations for
quick, huge profit. Running a corporation became like playing the
stock market. Madrick's Taking America was originally published in
1987, just after this wave of takeovers and mergers waned. But it
waned not from any restoration of rationality or temperance, but
mainly from having succeeded so well. There were scarcely any big
companies worth taking over left after the takeover frenzy, as it
was described by many.

Madrick follows this unprecedented, transformational takeover
spree occurring over the decade of the mid 1970s to the mid 1980s
mainly by following the activities of the key individuals driving
it, and as much as possible getting into their thinking, the
scheming, and the strategies. Most of the participants in the
takeover movement who are referred to in this book were
interviewed by the author. Most of the book's content is based on
these interviews. Other recognizable names in the author's long
listing of individuals he interviewed are Peter Drucker, Richard
Cheney, Robert Rubin, and Felix Rohatyn.

Looking back over this period, Madrick sees a takeover movement
that lost touch with business's first principles. These principles
take into consideration broad economic well-being for employees
and the public, not quickly-gained riches for a few. Although
Boesky and others were heavily fined or imprisoned for illegal
conduct, their view of business and business activity was taken in
by the business field. The "dot-com bubble" of the 1990's, when
many young entrepreneurs in the field of computer technology tried
to create businesses with the hope of soon being taken over by
larger companies, is one instance of the legacy of this takeover
era. The Enron approach to business is another; as are the
business activities, particularly the financial legerdemain, of
WestCom, Tyco, and Adelphia, to name a few. In Taking America,
Madrick sheds much light on the origins of widespread problems in
today's business world.



                            *********

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.

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related conferences are encouraged.  Send announcements to
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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
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Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission ***