TCR_Public/100121.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, January 21, 2010, Vol. 14, No. 20

                            Headlines



839 MITTEN: Voluntary Chapter 11 Case Summary
2675 COLORADO: Voluntary Chapter 11 Case Summary
ABDUL SHEIKH: Wants Access to Oaktree Investments Cash Collateral
ABDUL SHEIKH: Court Establishes January 29 as Claims Bar Date
ACCELLENT INC: S&P Affirms Corporate Credit Rating at 'B'

AMERICAN INT'L: General Re Has Deal Resolving Role in AIG Fraud
AMERICAN INT'L: In Final Talks to Sell Unit to Metlife
ARTISTASN HOTEL: Siegel Group Buys Hotel in Foreclosure
ATRIUM COMPANIES: Files Chapter 11 with Pre-Negotiated Plan
AVISTAR COMMUNICATIONS: Inks Amended Security Deal With JPMorgan

BERNARD L MADOFF: SIPC President Defends Net Equity Approach
BLOCKBUSTER INC: Provides 2009 Full Year Adjusted EBITDA Outlook
BLOQUES TANOS: Case Summary & 5 Largest Unsecured Creditors
BUGGY BATH: Case Summary & 20 Largest Unsecured Creditors
CATHOLIC CHURCH: Former Priest Opposes Release of File

CATHOLIC CHURCH: Panel Sues to Determine Who Owns $76-Mil.
CATHOLIC CHURCH: Spokane to Appeal Future Claims Payment Ruling
CHEMTURA CORP: May Face Cancer Claims for Toxic Torts
CHRYSLER LLC: U.S. Trustee Opposes Plan's Release Provisions
CHRYSLER LLC: Files Liquidation Analysis Under Plan

CHRYSLER LLC: Electronic Data Says Plan is Unconfirmable
CHRYSLER LLC: U.S. Lawmakers Optimistic Aid Will be Repaid
CHRYSLER LLC: Files 2nd Request to Enforce Stay vs. Dealers
CHRYSLER LLC: Dealers Want Contract Rejections Reconsidered
CITIZENS BANK: Fitch Assigns 'BB-/RR3' Rating on Deposits

CREDIT ACCEPTANCE: Moody's Assigns 'B1' Corporate Family Rating
DINUZZO MASONRY: Case Summary & 1 Largest Unsecured Creditor
DREIER LLP: Clients Go After 'Stolen' $6.3M Settlement
EMPIRE CENTER: Taps Polsinelli Shughart as Bankruptcy Counsel
EMPIRE CENTER: Files Schedules of Assets and Liabilities

EMPIRE CENTER: Section 341(a) Meeting Rescheduled to February 4
ENTREMED INC: Receives NASDAQ Noncompliance Notice
ERICKSON RETIREMENT: Gets Nod to Tap Protiviti as Fin'l Advisor
ERICKSON RETIREMENT: Panel Wins Approval for Bracewell as Counsel
ERICKSON RETIREMENT: Strategic Wants Rule 2004 Exam on Debtors

F & F LLC: Taps Ringstad & Sanders to Handle Reorganization Case
FAIRPOINT COMMS: Resets Plan Filing to February 1
FAIRPOINT COMMS: Wants January 29 Extension for Schedules
FAIRPOINT COMMS: Wants Removal Period Until April 26
FAIRPOINT COMMS: Committee to Object to Capgemini Pacts Assumption

FAMILY FRUIT: Case Summary & 20 Largest Unsecured Creditors
FONTAINEBLEAU LAS VEGAS: Icahn Emerges as Lone Qualified Bidder
FREEDOM COMMS: Thirteenth Street Wants to Buy All News Outlets
GREAT POINT: Moody's Assigns 'Ba1' Rating on $220 Mil. Loan
GREAT POINT: S&P Assigns 'BB+' Rating on $220 Mil. Senior Loan

IASIS HEALTHCARE: Stock Repurchase Won't Move Moody's 'B2' Rating
IMS HEALTH: Seeks Shareholders OK of Merger at Feb. 8 Meeting
INNOVATIVE COMMUNICATIONS: National Rural Can Acquire St. Maarten
INTERMUNE INC: To Sell 5MM Shares; Warburg Pincus Has $30MM Offer
JARDEN CORPORATION: Moody's Raises Rating on Senior Loan to 'Ba1'

JOHN KROMER: Case Summary & 20 Largest Unsecured Creditors
KNOLOGY INC: Farallon Capital Discloses 9.3% Equity Stake
KRISPY KREME: Board of Directors Adopts Poison Pill Plan
LAKE AT LAS VEGAS: Unsec. Creditors to Get 10% from Lawsuits
LAMBERT PROPERTIES: Court Establishes March 16 as Claims Bar Date

LAMBERT PROPERTIES: Files List of Largest Unsecured Creditors
LANDAMERICA FIN'L: McGuireWoods Gets $2.7MM in Fees for June-Aug.
LEHMAN BROTHERS: Gets Nod to Sell Asset-Backed Securities
LEHMAN BROTHERS: Gets Approval of Claims Objection Procedures
LEHMAN BROTHERS: Proposes to Settle Adams Golf Securities Lawsuit

LEHMAN BROTHERS: LBSF Sues Millennium to Claim $99-Mil. Payment
LIN TV: GAMCO Investors, et al., Disclose 19.05% Stake
LINEAR TECHNOLOGY: Names Ex-Mayor Agnos, Gordon to Board
LINEAR TECHNOLOGY: Posts $75.5MM Net Income for Dec. 27 Quarter
LUNT SILVERSMITH: Agrees to Sell Assets to Reed and Barton

LYONDELL CHEMICAL: Retains Exclusive Ch. 11 Plan Rights
MADISONVILLE TRACE: Case Summary & 2 Largest Unsecured Creditors
MAGNA ENTERTAINMENT: Sale Hearing Adjourned
MARKET STREET: Taps Lugenbuhl Wheaton as Bankruptcy Counsel
MEAD JOHNSON: To Release Fourth Quarter Earnings on Jan. 28

MGT RESTAURANT: Files for Bankruptcy to Improve Financial Status
MITEL NETWORKS: Moody's Reports Positive View on Public Offering
MONEYGRAM INT'L: Inks Separation Deal with Ex-CFO Jeffrey Woods
MONACO COACH: Former Execs Seek To Nix Dealer's Price Suit
MORRIS PUBLISHING: Case Summary & 20 Largest Unsecured Creditors

NATIONAL CINEMEDIA: Names Earl Weihe as EVP and Operations Head
NATIONAL CINEMEDIA: Board Grants Stock Options to Execs
NINE LIVES: Voluntary Chapter 11 Case Summary
NOVADEL PHARMA: Inks Common Stock Agreement With Seaside 88
PENN TRAFFIC: No Rival Bids Received; Cancels Jan. 21 Auction

PRIME COLORANTS: Exits From Chapter 11 Protection
QSGI INC: Wants a February 17 Chapter 11 Plan Filing Extension
QUALITY STORES: Supreme Court Declines to Hear Payout Case
RAYMOND PROFESSIONAL: Lawyer Can't Represent Debtor-Subsidiary
R.B.G. CORP: Voluntary Chapter 11 Case Summary

READER'S DIGEST: Prepares to Emerge By January 31
READER'S DIGEST: Proposes to Settle with RD Pension Trustees No. 2
READER'S DIGEST: $43-Mil. Sale of CompassLearning Assets Approved
RESCARE INC: Moody's Confirms Corporate Family Rating at 'Ba3'
RIVER OF LIFE: Case Summary & 15 Largest Unsecured Creditors

ROBERT LUPO: Court Okays Hiring of Hanify & King as Bankr. Counsel
ROBERT LUPO: Files Schedules of Assets & Liabilities
ROBERT LUPO: Gets Interim Okay to Use Cash Collateral
RONALD ALAN DAVIDOFF: Updated Chapter 11 Case Summary
RUFFIN ROAD: Case Summary & 1 Largest Unsecured Creditors

RUMSEY LAND: Updated Chapter 11 Case Summary
RYAN STICKLER: Case Summary & 20 Largest Unsecured Creditors
SARASOTA ESTATE: Voluntary Chapter 11 Case Summary
SENESCO TECHNOLOGIES: NYSE Amex Accepts Listing Compliance Plan
SHALAN ENTERPRISES: Meeting of Creditors Set for January 26

SHAWN HUDSPETH: Case Summary & 11 Largest Unsecured Creditors
SHERWOOD FARMS: Case Summary & 15 Largest Unsecured Creditors
SIX FLAGS: Increases Exit Financing to $830 Million
SIX FLAGS: Gets Protective Order On Confidential Materials
SIX FLAGS: Assumes Eight Non-Residential Leases

SMITHFIELD FOODS: John Morrell Unit to Close Sioux City Plant
SOLECO INC: Court OKs Continuation of Section 341(a) Meeting
SOLECO INC: Taps Rocky D. Crofts as Bankruptcy Counsel
SMURFIT-STONE: Removal Period Extended to April 21
SMURFIT-STONE: Gets Nod for Smurfit Kappa Settlement

SMURFIT-STONE: Unit to Return More in Chapter 7, Aurelius Says
SMURFIT-STONE: Hinrichs Non-Compete Pact Approved by Court
SUNWEST MANAGEMENT: Kandu Capital Buys Ohio Living Community
SUNWEST MANAGEMENT: Emeritus JV to Buy 134 Communities
TATANKA DEVELOPMENT: Court Dismisses Reorganization Case

TAYLOR-WHARTON: Files Schedules of Assets and Liabilities
TERRACE GATE: Case Summary & 2 Largest Unsecured Creditors
TERREL REID: Case Summary & 20 Largest Unsecured Creditors
THOMAS LACASSE: Case Summary & 8 Largest Unsecured Creditors
THOMAS SCHULTHEIS: Wants MS & M to Handle Reorganization Case

TOUSA INC: Gets Nod for Sale Deal with NexGen
TOUSA INC: Gets Approval of Sale Pacts with High Pointe
TOUSA INC: Wins Nod for Rejection of Kendall Pointe Agreements
TRAVELPORT LLC: Launches Discounted Offer for Floating Rate Notes
TRAVELPORT LLC: Moody's Reviews 'B2' Corporate Family Rating

TRAVELPORT LLC: S&P Puts 'B-' Rating on CreditWatch Positive
TURKEY HILL: Case Summary & 20 Largest Unsecured Creditors
UAL CORP: DOT Fines United $30,000 For Advertising Violations
UAL CORP: T. O'Toole Named SVP, Chief Marketing Officer
UAL CORP: Will Release Fourth Quarter Results January 27

UNIVERSITY SHOPPES: BofA Wants Reorganization Case Dismissed
UNIVERSITY SHOPPES: Wants Paul DeCailly as Bankruptcy Counsel
UNO RESTAURANT: Uno Chicago Grill Sent to Chapter 11 Bankruptcy
UNO RESTAURANT: Voluntary Chapter 11 Case Summary
US AIRWAYS: Wellington Discloses 12.3% Equity Stake

US AIRWAYS: Pilots Protest Las Vegas Base Closure
VO LLC: Case Summary & 6 Largest Unsecured Creditors
WASHINGTON MUTUAL: Seeks Final Extension of Plan Exclusivity
WIDEOPENWEST FINANCE: Moody's Puts 'B1' Rating on $250 Mil. Notes
WILLIAMS PARTNERS: Moody's Reviews 'Ba2' Corporate Family Rating

WILLIAMS PARTNERS: Fitch Puts Issuer Rating on Positive Watch

* Daniel Kerrigan joins Bridge Associates as a Managing Director
* David Savner Returns to Jenner & Block Firm

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



                            *********

839 MITTEN: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 839 Mitten, LLC
        1450 El Camino Real
        Menlo Park, CA 94025

Bankruptcy Case No.: 10-30146

Chapter 11 Petition Date: January 19, 2010

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Debtor's Counsel: Guy A. Odom, Jr., Esq.
                  Law Offices of Guy A. Odom Jr.
                  800 W El Camino Real #180
                  Mountain View, CA 94040
                  Tel: (650) 965-4400
                  Email: odomlawoffices@aol.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 William Garlock, owner of the Company.


2675 COLORADO: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: 2675 Colorado, LLC
        2675 E. Colorado Blvd.
        Pasadena, CA 91107

Bankruptcy Case No.: 10-12005

Chapter 11 Petition Date: January 19, 2010

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

Judge: Barry Russell

Debtor's Counsel: Teresa A. Blasberg, Esq.
                  Blasberg & Associates
                  526 N Juanita Ave
                  Los Angeles, CA 90004
                  Tel: (323) 515-3578
                  Fax: (323) 661-2940
                  Email: tablasberg@earthlink.net

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

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

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

The petition was signed by Stepan Stepanyan, member of the
Company.


ABDUL SHEIKH: Wants Access to Oaktree Investments Cash Collateral
-----------------------------------------------------------------
Abdul Halim Sheikh asks the U.S. Bankruptcy Court for the Central
District of California for authorization to:

   -- use cash securing obligation to Oaktree Investments Fund,
      LLC, as successor in interest to East West Bank, until
      June 30, 2010; and

   -- grant adequate protection to Oaktree.

The Debtor relates that it owes Oaktree $10.5 million.  Oaktree
holds a senior lien against the multiple unit commercial business
and shopping center located at 4253-4263 Oceanside Boulevard,
Oceanside, California or the Oceanside Project, a junior lien
against the Debtor's house, and a lien interest in the Debtor's
family stock portfolio.  The value of the Oceanside Project is
believed to be between $13.0 million to $16.0 million based on the
appraisal obtained by East West Bank last year.  The value of the
Debtor's house is believed to be between $3.0 million to
$3.1 million and the current value of the stock portfolio of
$101,000.

The Debtor requires immediate use of the cash collateral to fund
its business operations postpetition.

As adequate protection for any diminution in value of the
Oaktree's collateral, the Debtor proposes to grant the Oaktree a
replacement lien in and against all postpetition property related
only to Oceanside Project.  The Debtor adds that the interest of
Oaktree are protected by an equity cushion of at least
$8.0 million.

The Debtor also proposes to maintain adequate insurance in place
in accordance with the insurance requirements of the Office of the
U.S. Trustee.

Palos Verdes Estates, California-based Abdul Halim Sheikh aka A.H.
Sheikh filed for Chapter 11 on Oct. 27, 2009 (Bankr. Case C.D.
Calif. No. 09-39652).  Paul R. Shankman, 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.


ABDUL SHEIKH: Court Establishes January 29 as Claims Bar Date
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has fixed January 29, 2010, as the last day for persons and
entities to file proofs of claim against Abdul Halim Sheikh aka
A.H. Sheikh.

Proofs of claim must be filed with:

   The Clerk of the Bankruptcy Court for the
   Central District of California
   Roybal Federal Building
   255 East Temple Street, Room No. 940
   Los Angeles, CA 90012

Palos Verdes Estates, California-based Abdul Halim Sheikh aka A.H.
Sheikh filed for Chapter 11 on Oct. 27, 2009 (Bankr. Case C.D.
Calif. No. 09-39652).  Paul R. Shankman, 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.


ACCELLENT INC: S&P Affirms Corporate Credit Rating at 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and its 'CCC+' issue-level and '6' recovery rating
on the senior subordinated notes of Accellent.  At the same time,
S&P assigned a 'BB-' issue-level and '1' recovery rating to
Accellent's proposed $75 million asset-based revolving credit
facility and a 'B+' issue-level and '2' recovery rating to
Accellent's proposed $400 million senior secured notes.  S&P
withdrew the ratings on Accellent's senior secured credit
facility.  The rating outlook remains stable.

"The ratings Accellent reflect its high debt leverage, current
economic and end-market challenges, some revenue concentration,
the challenge of developing new revenue opportunities, and ongoing
operational improvement efforts at its wholly owned subsidiary,
Accellent LLC (not rated)," said Standard & Poor's credit analyst
Michael Berrian.

Since its 2005 leveraged buyout by Kohlberg, Kravis, and Roberts,
Accellent's debt-heavy capital structure has been a credit feature
overshadowing its vulnerable business risk profile.
Notwithstanding its position as a leading participant in the
fragmented, niche medical device contracting business, Accellent's
highly leveraged financial risk profile contributes to its credit
sensitivity to industry and economic difficulties.  Currently
unexpected, but potential, loss of a few important customers also
is a key risk.  The company offers a low-cost outsource
alternative for the manufacturers of devices in the orthopedic,
cardiology, and endoscopy markets.  While safety concerns
regarding implantable cardiac devices and drug-eluting stents have
abated, they highlight product life uncertainties such as recalls
and technological considerations.  Moreover, Accellent has seen a
decline in demand for certain products used in elective surgeries
in the recessionary environment.  The company is dependent upon
cardiology and endoscopy for more than one-half of annual sales,
and three customers each account for more than 10% of sales.  As a
result, Accellent remains susceptible to selective near-term,
customer-specific inventory reductions that also reduce demand for
its products.


AMERICAN INT'L: General Re Has Deal Resolving Role in AIG Fraud
---------------------------------------------------------------
General Reinsurance Corporation, a Connecticut-based corporation,
has entered into an agreement with the Department of Justice
related to its role in a fraudulent scheme from 2000 through 2004
to manipulate AIG's financial statements, the Justice Department
said.  General Re is a subsidiary of Berkshire Hathaway Inc., a
company incorporated in Delaware with its principal place of
business in Omaha, Nebraska.

Also as part of the agreement, General Re has agreed to pay
$19.5 million to the U.S. Postal Inspection Service Consumer Fraud
Fund.  General Re previously contributed $5 million to the fund as
forfeiture of the illicit $5 million accommodation fee it received
from AIG.  General Re has agreed to pay $60.5 million through a
civil class action settlement to AIG's injured shareholders.  In
addition, the U.S. Securities and Exchange Commission said General
Re has agreed to pay $12.2 million to settle the SEC's charges
related in part to this scheme

As part of its resolution with the Justice Department, General Re
has admitted that its most senior management engaged in a scheme
to falsely inflate AIG's reported loss reserves, a key indicator
of financial health to insurance industry analysts and investors.
According to the statement of facts, the fraud was carried out
through the use of two sham reinsurance transactions between
subsidiaries of AIG and General Re in response to analysts'
criticism of a $59 million decrease in AIG's loss reserves for the
third quarter of 2000.

According to the statement of facts, the two sham transactions
increased AIG's loss reserves by $250 million in the fourth
quarter of 2000 and $250 million in the first quarter of 2001,
masking a declining trend in loss reserves in the face of premium
growth.  AIG restated the transactions in filings with the SEC in
May 2005.  Evidence presented at the related federal criminal
trial of four former General Re officers and one former AIG
officer established that when the investigation was disclosed to
investors by AIG and through various media outlets between Feb. 14
and March 14, 2005, shares of AIG stock dropped from $73.12 to
$61.92.  Subsequently, on Oct. 31, 2008, the U.S. District Court
presiding over the trial found that AIG's shareholders lost
between $544 million and $597 million as a consequence of the
fraudulent scheme.

General Re has admitted that its senior management who were
involved in the scheme knew that the true purpose of the
transactions was to permit AIG to falsely report increasing loss
reserves in its statements to analysts, investors and in its SEC
filings.  As part of the agreement, General Re admitted its senior
management participated in structuring a sham reinsurance
transaction and creating a phony paper trail to make it appear as
though General Re's subsidiary, Cologne Re Dublin, had solicited
reinsurance from AIG when the evidence demonstrated that the
parties knew AIG wanted the transaction to manipulate its
financial statements.  Additionally, General Re entered into a
secret side deal whereby AIG would never have to pay any losses
under the contracts; AIG would return to General Re's subsidiary
the $10 million in premiums General Re's subsidiary paid to AIG
and AIG paid General Re an illicit accommodation $5 million fee
for entering into the transaction.

The agreement requires General Re, for a term of three years, to
maintain significant internal corporate remediation provisions it
has already implemented, including: (1) appointment of an
independent member to General Re's Board of Directors, who will
also be a member of the Audit Committee; (2) the attendance of
General Re's Audit Committee meetings by representatives of
Berkshire Hathaway Inc.; (3) the creation of a Complex Transaction
Committee, consisting of senior managers that, among other
responsibilities, will review relevant actuarial protocols for
reinsurance contracts and will review on a quarterly basis certain
reinsurance transactions to ensure that they are not designed to
assist other parties in falsifying, manipulating and/or window-
dressing its financial statements; (4) to enhance the review and
reporting roles of its Internal Audit Group; (5) to establish a
Risk Committee charged with examining risk exposure in
underwriting transactions; (6) to implement enhanced underwriting
rules for reinsurance and deposit transactions; (7) to ensure
proper training and ethical compliance in risk-transfer protocols
applicable to reinsurance contracts; and (8) to dissolve its
subsidiary, Cologne Re Dublin, that had helped to structure the
sham transaction.

In addition, the agreement requires General Re to acknowledge its
obligation toward restitution to AIG's shareholders who were
injured as a consequence of General Re's and AIG's conduct.  As
part of the agreement, the Justice Department acknowledged that
General Re has agreed to contribute $60.5 million, exclusive of
attorneys' fees and expenses, toward a civil settlement with AIG's
injured shareholders, which, when combined with payments
contributed or agreed to be contributed by other third-parties
involved in the fraudulent scheme, will satisfy the loss amount
determined by the U.S. District Court in the related criminal
proceedings.

The agreement recognizes General Re's willingness to conduct an
internal investigation; its ongoing cooperation with the Justice
Department and the SEC; its disclosure to the Justice Department
and the SEC of other unrelated finite reinsurance transactions of
concern; its willingness to accept responsibility for the conduct
of its senior officers; its agreement to undertake remedial
measures; and its demonstration of future compliance with the
federal securities laws and Generally Accepted Accounting
Principles. These factors contributed to the Department's
agreement not to prosecute General Re for this conduct, provided
that General Re satisfies its ongoing obligations under the
agreement.

The prosecution of General Re was conducted by Principal Deputy
Chief Paul E. Pelletier and Assistant Chief Adam Safwat of the
Criminal Division's Fraud Section.  The U.S. Postal Inspection
Service participated in the investigation with the Justice
Department. The prosecution of the individuals from General Re and
AIG was conducted jointly by the Fraud Section, the U.S.
Attorney's Office for the Eastern District of Virginia and the
U.S. Attorney's Office for the District of Connecticut.  The
Justice Department also acknowledges and expresses its
appreciation for the significant assistance provided by the SEC's
Enforcement Division.

                          About AIG Inc.

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

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

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


AMERICAN INT'L: In Final Talks to Sell Unit to Metlife
------------------------------------------------------
The Wall Street Journal's Jeffrey McCracken, Leslie Scism and
Serena Ng, citing people familiar with the matter, report that
American International Group has in recent weeks been in final
negotiations to sell a big international life-insurance unit to
rival MetLife Inc., for $14 billion to $15 billion.

Sources told the Journal that MetLife and AIG have broadly agreed
on price and are now working on final deal points, though some
material issues remain that could scuttle the deal.  According to
the Journal, people close to the talks said it is unlikely the
government or AIG will need to help finance the transaction.
Under one scenario, AIG may end up taking some MetLife shares, the
Journal says.

The Journal says a deal would return $9 billion already earmarked
for the Federal Reserve Bank of New York.  The rest would go to
AIG, which could also use it to reduce its debts to the
government, which holds an 80% stake in AIG.

The Journal relates that administration officials said a MetLife
purchase of the American Life Insurance Co. unit, coupled with a
separate public offering of another unit known as American
International Assurance Ltd., could eventually produce up to
$45 billion for taxpayers.

According to the Journal, MetLife is the No. 1 seller of life
insurance in the U.S., with a market share topping 10%.  In recent
years it has made overseas expansion a priority.  But nothing has
yet had the scale of Alico, which sells life insurance in 50
countries, varying from Japan to Bahrain.  The Journal says an
Alico deal would vastly expand MetLife's international reach, and
put it in a league with the world's largest players including
Allianz SE, and AXA SA.

The Journal also reports that the deal talks have been complicated
by the role of AIG CEO Robert Benmosche, who was chairman and CEO
of MetLife from 1998 until 2006.  According to the Journal, when
assuming the AIG post in August 2009, he held about 500,000
MetLife shares and about two million MetLife stock options,
according to a person familiar with the matter at the time.  The
Journal relates that, to handle potential conflicts of interest,
AIG set up an independent special transaction committee to mange
negotiations between the two companies, while also keeping Mr.
Benmosche insulated from the talks.

                          About AIG Inc.

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

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

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


ARTISTASN HOTEL: Siegel Group Buys Hotel in Foreclosure
-------------------------------------------------------
Garrett Capital LLC had foreclosed upon the Artisan Hotel; a 64-
key boutique hotel situated on 1.35 acres after having recently
acquired a promissory note secured by a First Deed of Trust from a
mid-Western lender.

Prior to the foreclosure, the property had been placed in
bankruptcy by the former owners whose many problems with city,
county, and federal authorities had been widely reported on
throughout local media channels.

The Siegel Group has assumed operational control of the property
which it will continue to operate utilizing the Artisan name and
is committed to repositioning the property; quickly identifying
and correcting long-standing operational issues that have recently
negatively impacted the hotel's reputation.  The first order of
business will be rebuild and maintain the loyal following the
hotel has developed over the years and focus on implementing the
superior customer service that is the touchstone of successful
boutique hotels.  The Siegel Group will be focusing much of its
attention on correcting deferred maintenance issues and
modernizing aspects of the hotel while expanding the amenities and
services provided.

Located on West Sahara Avenue just minutes from the Las Vegas
Strip, The Artisan Hotel is one of the few true boutique hotels in
the Las Vegas market and has developed a following among locals
and boutique enthusiasts due to its eclectic design and hip,
intimate atmosphere.  The hotel which had received rave reviews
over the years contains a popular bar-lounge, restaurant, wedding
chapel and secluded pool and cabana area that provide an ideal
venue for events and private parties which will be aggressively
promoted and expanded under the new ownership.  The Siegel Group
will be looking to immediately hire qualified employees to help
reposition the property and is one of the few local companies that
has been consistently creating jobs during these challenging
economic times as it continues to expand its portfolio.

Stephen Siegel, Founder and President of The Siegel Group states:
"The Artisan is an extremely cool property and will complement our
existing boutique hotel collection currently comprised of the St
Tropez Hotel scheduled to open April 2010 and located directly
across from the Hard Rock Hotel & Casino and The Resort on Mount
Charleston.  While many big-box providers in the Las Vegas market
are trying to spin themselves as boutique hotels, our collection
is representative of the true boutique hotels found throughout Los
Angeles, New York and Miami which focus on providing exceptional
style and service on an intimate scale.  I look forward to
expanding the visibility of the property and re-introducing this
hidden treasure and showing people the incredible potential The
Artisan possesses."

                 About The Siegel Group Nevada

The Siegel Group, a Commercial Real Estate Investment & Business
Development Company founded by Stephen Siegel with offices located
in Las Vegas, Nevada and Studio City, California, specializes in
the acquisition, disposition and development of under-performing,
valued added real estate and businesses with significant turn-
around potential.  The company's extensive expertise in the areas
of operations, management, finance, marketing, branding, leasing,
renovation, design, entitlements, construction, and redevelopment
enable The Siegel Group to elicit an operational turnaround on the
assets it acquires which include a variety of businesses and a
commercial real estate portfolio comprised of multi-residential
apartment complexes, extended-stay, boutique resorts, hotel-
casinos, retail and office.  The Siegel Group is actively seeking
new investments and joint-venture opportunities with upside
potential.


ATRIUM COMPANIES: Files Chapter 11 with Pre-Negotiated Plan
-----------------------------------------------------------
Atrium Companies, Inc., has reached agreement with more than two-
thirds of its senior secured lenders on a plan to reduce the
Company's outstanding debt by more than $350 million, or more than
50 percent of its existing debt, through a "pre-negotiated"
restructuring of its balance sheet.

To implement the balance sheet restructuring, the Company has
filed voluntary Chapter 11 petitions with the United States
Bankruptcy Court in Wilmington, Delaware, and the Company's
Canadian subsidiary initiated reorganization proceedings under the
Companies' Creditors Arrangement Act (CCAA) in the Ontario
Superior Court of Justice in Toronto.

Atrium intends to move forward with the restructuring on an
expeditious basis and complete the restructuring process in
approximately three to four months.  The Company on January 20
filed with the court its proposed plan of reorganization and
related disclosure statement, which Plan is supported by more than
two-thirds of its senior secured lenders and contemplates, among
other things, a $125 million new equity investment from the
Company's current majority equity owner, Kenner & Company, Inc.,
and its co-investor, Golden Gate Capital.

The Company has secured a commitment for Debtor-in-Possession
financing of $40 million from its prepetition secured lenders,
which in addition to cash on hand and ongoing cash flow from
operations, will provide ample liquidity to meet normal operating
costs during the restructuring process.

Atrium and each of its subsidiaries intend to operate as usual
during the debt restructuring process, and existing management
will remain in place.  The Company expects to deliver on all
commitments to customers and honor all warranties in the normal
course.  The Company does not anticipate any layoffs or facility
closings as a result of the debt restructuring, and plans to
continue to pay all employee wages and benefits in the normal and
ordinary course. Suppliers will be paid under normal terms for
goods and services provided after the filing date of January 20,
2010. In addition, and subject to its approval, the Plan provides
for the payment in full in cash of all valid claims for goods and
services provided to the Company before the filing, during which
time the Company has remained current on all of its trade-related
payment obligations.

"The balance sheet restructuring . . . will substantially reduce
our outstanding debt and put Atrium in a much stronger financial
position to grow our business over the long term," said Gregory T.
Faherty, President and Chief Executive Officer of Atrium, in a
January 20 news release.  "We have already done the hard work of
lowering our cost structure and reducing excess capacity in light
of the difficult environment under which we have been operating
for more than three years.  And, we are already experiencing the
positive impact of these initiatives through increased
profitability.  Now, as part of the restructuring . . . , we will
put in place a healthier capital structure that is more
appropriate to the current size of the market, while freeing up
additional cash that can be invested in future growth as the
housing market rebounds. Once our balance sheet is right-sized,
Atrium will be more competitive than ever."

He continued, "Importantly, we already have the support of an
overwhelming number of our senior secured lenders, so we expect to
be able to move through the court process relatively quickly and
efficiently.  Additionally, the support of Kenner & Company and
Golden Gate, and their investment, is evidence of Atrium's bright
future.  In the meantime, as an industry leader, we look forward
to continuing to deliver the same exceptional quality, value and
service that have been a hallmark of Atrium and our brands for
years."

The Plan contemplates an equity investment from Kenner and Company
and Golden Gate Capital of $125 million in return for the equity
of the reorganized Company, as well as a refinancing of the senior
secured debt.  To the extent the Kenner investment or some other
comparable new equity investment is not completed under the terms
set forth in the Plan, the Plan contemplates that the senior
secured lenders' claims will be satisfied through the issuance of
new secured loans and conversion of existing debt to equity in the
reorganized Company.  The Plan provides for Atrium's current
management team to remain in place under either scenario.

More than two-thirds of the Company's senior secured lenders have
signed an agreement supporting the Plan.  In addition, the Company
noted that its senior secured lenders hold a majority of the
Company's outstanding unsecured notes.

                      About Atrium Companies

Atrium Companies, Inc. -- http://www.atrium.com/-- manufactures
residential vinyl and aluminum windows and patio doors in North
America.

Atrium and its U.S. subsidiaries filed voluntary Chapter 11
petitions with the U.S. Bankruptcy Court in Delaware on January
20, 2010 (Bankr. D. Del. Case No. 10-10150).  The Company's
Canadian subsidiary also initiated reorganization proceedings
under the Companies' Creditors Arrangement Act (CCAA) in the
Ontario Superior Court of Justice in Toronto.  The Chapter 11
petition says that debts range from $100 million to $500 million.
The Company's legal advisors are Kirkland & Ellis in the U.S. and
Goodmans LLP in Canada. Moelis & Company is serving as financial
advisor.  Garden City Group Inc. serves as claims and notice
agent.


AVISTAR COMMUNICATIONS: Inks Amended Security Deal With JPMorgan
----------------------------------------------------------------
Avistar Communications Corporation entered into the fourth amended
and restated security agreement with JP Morgan Chase Bank, N.A.
The Amended Security Agreement relates to the parties' credit
facility.

Avistar had granted the Bank a security interest in and right of
setoff against substantially all of the assets of Avistar,
tangible and intangible, as security for the payment of its
obligations under the credit facility.

The primary purpose of the amendment is to modify the list of
assets included in the Amended Security Agreement to exclude
substantially all of Avistar's patents and patent applications
sold to Intellectual Ventures Fund 61 LLC pursuant to a patent
purchase agreement dated as of Dec. 18, 2009.

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.


BERNARD L MADOFF: SIPC President Defends Net Equity Approach
------------------------------------------------------------
Securities Investor Protection Corp. President Stephen Harbeck has
defended the company's plan to use the net equity method of
calculating payments to victims of Bernard L. Madoff's Ponzi
scheme, calling "ridiculous" investors' claims that SIPC is
pursuing that plan out of concern for its own financial health
rather than for investors' good, according to Law360.

Bernard L. Madoff Investment Securities LLC and Bernard L.
Madoff orchestrated the largest Ponzi scheme in history, with
losses topping US$50 billion.

On December 15, 2008, the Honorable Louis A. Stanton of the
U.S. District Court for the Southern District of New York granted
the application of the Securities Investor Protection Corporation
for a decree adjudicating that the customers of BLMIS are in need
of the protection afforded by the Securities Investor Protection
Act of 1970.  The District Court's Protective Order (i) appointed
Irving H. Picard, Esq., as trustee for the liquidation of BLMIS,
(ii) appointed Baker & Hostetler LLP as his counsel, and (iii)
removed the SIPA Liquidation proceeding to the Bankruptcy Court
(Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.).

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in
United States v. Madoff, No. 09-CR-213 (S.D.N.Y.).


BLOCKBUSTER INC: Provides 2009 Full Year Adjusted EBITDA Outlook
----------------------------------------------------------------
Blockbuster Inc. provided an update to its adjusted earnings
before interest, taxes, depreciation and amortization outlook for
2009.

Blockbuster now anticipates adjusted EBITDA for the 2009 year
ended January 3, 2010, will be in the range of $195 million to
$205 million, which corresponds to GAAP net loss in the range of
$183 million to $193 million, excluding any impairment of goodwill
and other long-lived assets.  The Company is updating its
expectation for its 2009 fiscal year financial results based on
current information related to lower than expected results for the
fourth quarter, particularly the 2009 holiday season.

"During the fourth quarter we redirected our efforts to restore
top line performance, especially for the month of December as we
tried to leverage the holiday season," stated Jim Keyes, Chairman
and Chief Executive Officer of Blockbuster Inc.  "We increased
inventory levels to support a higher in stock availability and
invested in advertising to drive traffic in stores and online.  In
spite of these efforts, our performance during the holidays was
well below expectations and anticipated adjusted EBITDA was
affected, specifically in the month of December where as much as
30 percent of our full year EBITDA has historically been
generated.  Lower than expected international results also
contributed to the change in our expectations."

At year end, Blockbuster expects to have $247.2 million in cash
and cash equivalents, which includes approximately $59 million in
restricted cash for its letters of credit.  On January 14, 2010,
Blockbuster announced the elimination of the remaining
$23.7 million of letters of credit related to Viacom, which will
enhance the Company's liquidity and reduce its restricted cash
balance to approximately $35 million. The remaining portion of the
Company's restricted cash is primarily related to its workers'
compensation insurance.  Looking ahead to 2010, the Company plans
to further reduce costs and will remain conservative in its use of
capital expenditures.

The financial information is preliminary and subject to change.
The Company is in the process of finalizing its financial results
for the fourth quarter and fiscal year ended January 3, 2010,
including the calculation of adjusted results and the
reconciliations of other non-GAAP financial measures.  Details
regarding the Company's fourth quarter and 2009 fiscal year ended
January 3, 2010 financial results web cast and conference call are
forthcoming.

                      About Blockbuster Inc.

Dallas-based Blockbuster Inc. (NYSE: BBI, BBI.B) is a global
provider of rental and retail movie and game entertainment.  The
Company provides its customers with convenient access to media
entertainment anywhere and any way they want it -- whether in-
store, by-mail, through vending and kiosks or digital download.
With a highly recognized brand name and a library of over 125,000
movie and game titles, Blockbuster leverages its multi-channel
presence to further build upon its leadership position in the
media entertainment industry and to best serve the two million
daily global customers and over 50 million annual global
customers.  The Company may be accessed worldwide at
http://www.blockbuster.com/

As reported by the Troubled Company Reporter, Sept. 18, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Blockbuster to 'B-' from 'CCC'.  The outlook is stable.

The TCR on Oct. 6, 2009, said Moody's Investors Service upgraded
Blockbuster's long term ratings, including its probability of
default rating to 'Caa1' from 'Caa3' and its corporate family
rating to 'Caa1' from 'Caa2'.  The rating outlook is stable.


BLOQUES TANOS: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Bloques Tanos, Inc.
        Po Box 3042
        Mayaguez, PR 00681-3042

Bankruptcy Case No.: 10-00270

Chapter 11 Petition Date: January 19, 2010

Court: United States Bankruptcy Court
       District of Puerto Rico (Ponce)

Debtor's Counsel: Elbia A. Vazquez Davila, Esq.
                  Calle Principal Num 21
                  Urb El Retiro
                  San German, PR 00683
                  Tel: (787) 892-0300
                  Email: evazquezdavila@yahoo.com

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

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

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

             http://bankrupt.com/misc/prb10-00270.pdf

The petition was signed by Jorge Antonio Florez Perez.


BUGGY BATH: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Buggy Bath Car Care, Inc.
        518 N. Mantle Ave
        Elizabethtown, KY 42701

Bankruptcy Case No.: 10-30222

Chapter 11 Petition Date: January 19, 2010

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

Judge: Thomas H. Fulton

Debtor's Counsel: William Stephen Reisz, Esq.
                  Suite 2450, 500 W. Jefferson St.
                  Louisville, KY 40202
                  Tel: (502) 569-7550
                  Fax: (502) 561-0025
                  Email: wsreisz@hotmail.com

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

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

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

             http://bankrupt.com/misc/kywb10-30222.pdf

The petition was signed by Michael W. Paul Sr., president of the
Company.


CATHOLIC CHURCH: Former Priest Opposes Release of File
------------------------------------------------------
Francis J. Rogers, a former priest and a creditor in the
bankruptcy case of the Catholic Diocese of Wilmington, Inc., asks
the U.S. Bankruptcy Court for the District of Delaware for a
protective order to prevent the Diocese from disclosing all or
some of the documents contained in his personnel file pursuant to
Section 107(b)(2) of the Bankruptcy Code.  In the alternative,
Mr. Rogers asks that a confidentiality order be entered limiting
the disclosure of the contents of the File pursuant to Rule 9018
of the Local Bankruptcy Rules.

The Official Committee of Unsecured Creditors seeks the contents
of his File that is kept by the Diocese, but has not stated a need
for the File, although one need, as claimed by the Committee
counsel was to analyze the Diocese's request to make sustenance
payments to certain accused priests, along with payments for
health care and pension payments, Mr. Roger asserts.  He points
out that he is not receiving any of those payments from the
Diocese because he resigned in January 2003, was given a severance
package at that time, and has received no further payments from
the Diocese.  Hence, he argues, the Creditors Committee has no
need for the File and the Court should bar the release of File for
that purpose.

There has been no attempt to date to determine the validity of the
plaintiffs' claims against him in the state court action, wherein
he is a co-defendant, Mr. Rogers notes.  Those claims, however,
were litigated by the Diocese in a Cannon Law proceeding brought
to laicize him, and the Vatican declined to laicize him, he
reveals.  He says that neither the Diocese nor the Creditors
Committee has come up with a proposal as to how the State Court
Action against him is to be evaluated.

Mr. Rogers relates that the File has been provided to him, with
certain information redacted.  He says that the File appears to be
divided into two separate sections: a litigation folder and a
routine personnel folder.  The Litigation Folder contains
correspondence and memos regarding the Diocese's attempts to have
the Vatican laicize him and the negotiations related to his
resignation from the Diocese.

"[I am] not a party to the discussions.  At this stage of the
Bankruptcy Proceeding it is unfair to allow one party to conduct
discovery without the giving the other parties the same right
while there is litigation pending in another forum," Mr. Rogers
tells the Court.  Because of the stay issued in state court, he
says that he has not even filed a responsive pleading to the State
Court Action to test the initial validity of the complaint.

Mr. Rogers contends that certain allegations against him have
never been substantiated, are scandalous and defamatory in that
they would cause a reasonable person to think less of him.  He
adds that the unsubstantiated claims are potentially untruthful
and will damage his reputation in the community.  Hence, he asks
the Court to issue a protective order.  Alternatively, if the
Court should allow the release of the documents, he asks that they
be released under a confidentiality order.

                    DeLuca Survivors Object

Defendants in the adversary proceeding commenced by John Michael
Vai, et al., also know as the "DeLuca Survivors," ask the Court to
deny Mr. Rogers' request.

Representing the DeLuca Survivors, Thomas S. Neuberger, Esq., at
The Neuberger Firm, P.A., in Wilmington, Delaware, contends that
Mr. Rogers is an admitted, corroborated or otherwise substantiated
sexual abuser of young children.  He argues that state court
action plaintiffs will be irreparably prejudiced by failure to
produce Mr. Rogers' File.

Mr. Neuberger also argues that Mr. Rogers applies the wrong legal
standard to the scope of permissible discovery, and that
production of the File is reasonably calculated to lead to the
discovery of admissible evidence.  Mr. Neuberger also asserts that
Mr. Rogers has failed to demonstrate 'good cause' to enter into a
confidentiality agreement.

                  About the Diocese of Wilmington

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

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

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


CATHOLIC CHURCH: Panel Sues to Determine Who Owns $76-Mil.
----------------------------------------------------------
The Official Committee of Unsecured Creditors of the bankruptcy
case of the Catholic Diocese of Wilmington, Inc., commenced an
action for declaratory and related relief against the Diocese and
other defendants for the purpose of, among other things,
determining a question of actual controversy between the parties.

The other defendants in the adversary proceeding are:

  -- The Diocese of Wilmington Schools, Inc.;
  -- Catholic Cemeteries, Inc.;
  -- Siena Hall, Inc.;
  -- Children's Home, Inc.;
  -- Seton Villa, Inc.;
  -- St. Ann's Roman Catholic Church;
  -- St. John the Beloved Roman Catholic Church;
  -- Holy Spirit Roman Catholic Church;
  -- St. Thomas the Apostle Roman Catholic Church;
  -- St. Francis De Sales Roman Catholic Church;

  -- Catholic Diocese Foundation, formerly known as The Catholic
     Foundation of the Diocese of Wilmington, Inc.; and

  -- Catholic Youth Organization, Inc., doing business as
     Catholic Youth Ministry, Inc.

By this complaint, the Creditors Committee seeks a determination
from the Court regarding ownership of more than $76 million in
assets held by the Diocese in an investment account.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates that the Diocese contends that it
holds an estimated $76 million in assets in trust for the benefit
of the Parishes and certain other Non-Debtor Affiliates.  As a
result, the Diocese contends that the estimated $76 million in
assets purportedly held in trust are not part of the Diocese's
bankruptcy estate, and thus, cannot be reached by creditors of the
Diocese, including the abuse survivors comprising the Creditors
Committee's constituency.

Ms. Jones argues that the Diocese has failed to establish, and
indeed cannot establish, that a valid trust exists with respect to
the estimated $76 million in the Investment Account.  In
particular, she explains, the Diocese cannot establish that a
valid trust was created with the requisite intent, that the legal
and beneficial interests in the alleged trust are sufficiently
separate, or that the funds allegedly held in trust can be
adequately identified or "traced" by the Diocese, the Parishes or
the Non-Debtor Affiliates after they were commingled with other
non-trust funds of the Diocese.

The Diocese exercises complete control and domination over the
Parishes and Non-Debtor Affiliates, so that the Parishes and Non-
Debtor Affiliates are mere instrumentalities, agents and alter
egos of the Diocese that have no legal existence separate and
distinct from the Diocese, Ms. Jones argues.  Hence, she insists,
the Diocese owns and controls all funds in the Investment Account.

The Creditors Committee, therefore, asks the Court to declare
that:

  (a) the Parishes and Non-Debtor Affiliates are mere
      instrumentalities, agents and alter egos of the Diocese
      and have no legal identities separate from the Diocese;

  (b) the Investment Account, and its funds and assets, are not
      held by the Diocese in either an express or resulting
      trust and that the Investment Account, and all of the
      funds and assets therein, constitutes property of the
      Diocese's bankruptcy estate under Section 541(a)(1) of the
      Bankruptcy Code;

  (c) any express or resulting trust that may have been created
      with respect to the Investment Account is void under the
      doctrine of merger because the same legal entity holds an
      identical legal and beneficial interest in the alleged
      trust assets, and therefore, that the Investment Account,
      and all of its funds and assets, constitutes property of
      the Diocese's estate under Section 541(a)(1); and

  (d) the Parishes and Non-Debtor Affiliates cannot meet their
      burden to trace cash allegedly deposited into the
      Diocese's Operating Account and commingled with other
      funds to the assets in the Investment Account, and
      therefore, that the Investment Account, and all of the
      funds and assets therein, constitutes property of the
      Diocese's estate under Section 541(a)(1).

The Creditors Committee also asks the Court to order substantive
consolidation of the Diocese's bankruptcy estate with the Parishes
and the Non-Debtor Affiliates.

            Wilmington May Be Forced To Share
                $76-Mil With Creditors

The Catholic Diocese of Wilmington, Inc., may be forced to share
its $76 million asset with its creditors, which are mostly victims
of sexual misconduct perpetrated by its priests and employees,
Steven Church of Bloomberg News reports.

At a hearing held January 12, 2010, Judge Sontchi ordered a trial
in June 2010 to consider whether the Diocese can shield the $76
million from its creditors.  Mr. Church says that Judge Sontchi
called the debate over the funds a "gateway issue" that must be
decided before the Diocese can start developing a plan of
reorganization and exit bankruptcy.

"This is the key question in the case," Robert S. Brady, Esq., a
partner at Young Conaway Stargatt & Taylor, LLP, in Wilmington,
Delaware, and the Diocese's counsel had said in an interview.  "It
will decide what goes into the pot," he added.

The Diocese has alleged that it holds Non-Debtor Pooled Investment
Assets amounting to $76,226,331 on behalf of various parishes and
other affiliated Catholic corporations.  Creditors, however,
disputed the Diocese's assertion, and insisted that the funds be
used to pay them.

                  About the Diocese of Wilmington

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

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

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


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

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

Following a hearing, the Bankruptcy Court entered an order
directing the Plan Trustee to delay commencement of the payment of
future claims authorized by the TCR.  The delay will not be deemed
a breach of the Plan Trustee's duties under the Plan and the Plan
Trust.   Based upon the Court's oral comments and ruling at the
hearing held December 17, 2009, the Diocese's Motion to Seal is
rendered moot, and therefore, is denied.

The Catholic Bishop of Spokane, also known as the Catholic Diocese
of Spokane, notifies the United States Bankruptcy Court for the
Eastern District of Washington that it will take appeal under
Sections 158(a) or (b) of the Judicial and Judiciary Procedures
Code from the Court's (i) order regarding payment of future claims
filed by the Plan Trustee, (ii) order granting in part and denying
in part the Diocese's motion to strike the declaration of Tort
Claims Reviewer, Kate Pflaumer, and (iii) order denying the
Diocese's request to seal documents and pleadings relating to
future tort claimants in the bankruptcy case.  The Diocese elects
to have the appeal heard in the United States District Court for
the Eastern District of Washington.

The Diocese wants the District Court to determine whether the
Bankruptcy Court erred in:

  (1) denying the Diocese's Motion to Seal;

  (2) granting the Plan Trustee's Motion for Payment of Future
      Claims;

  (3) its December 17, 2009 oral decision; and

  (4) denying the Diocese the opportunity to file a motion to
      enforce the Plan, in abrogating its duty to ensure the
      Plan is properly implemented and enforced, and in refusing
      to review the Tort Claims Reviewer's decisions to
      determine if they were ultra vires or an abuse of
      discretion.

                   About The Diocese of Spokane

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

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


CHEMTURA CORP: May Face Cancer Claims for Toxic Torts
-----------------------------------------------------
Bill Rochelle at Bloomberg News reports that lawyers representing
64 plaintiffs filed a motion on Jan. 15 asking the Bankruptcy
Court to require Chemtura Corp. to produce full copies of
insurance policies going back to 1962 covering personal-injury
claims.  The plaintiffs worked in aluminum plants belonging to
Alcoa Inc.  They claim to have contracted cancer by exposure to
coal tar sold to Alcoa by a business named Crompton Corp. that
Chemtura subsumed.

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

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

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


CHRYSLER LLC: U.S. Trustee Opposes Plan's Release Provisions
------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, argues
that the Disclosure Statement with respect to the Debtors' Joint
Plan of Liquidation should not be approved because it does not
adequately provide a legal justification for the overly broad
release provisions that the Debtors seek to have approved upon
confirmation of the Plan.

Parties, who have yet to perform any services for the Debtors'
bankruptcy estates, like the Liquidation Trust, the Liquidation
Trustee and the Litigation Manager, are included within the scope
of the releases without adequate disclosure of the justification
for the releases, Ms. Adams contends.  She asserts that the Plan
and Disclosure Statement contain broad non-debtor release
provisions that fall outside the boundaries established by Second
Circuit case law in Deutsche Bank AG v. Metromedia Fiber Network,
Inc. (In re Metromedia Fiber Network, Inc.), 416 F. 3d 136, 141
(2d Cir. 2005).  Accordingly, she points out, the proposed clauses
exceed the limitations of Section 524(e) of the Bankruptcy Code,
and render the Plan unconfirmable under Section 1129(a)(1) of the
Bankruptcy Code.

The Disclosure Statement also fails to adequately disclose the
consequences of releasing parties and entities that have not yet
commenced any services on behalf of the Debtors' estates, Ms.
Adams avers.  She objects to the limited governmental carve-out
proposed in the Plan, as it excludes from the releases and
injunctions pre-confirmation liabilities, except for environmental
liabilities.

The Disclosure Statement and Plan should also require (i) the
Liquidation Trustee to obtain a bond to protect any cash reserves,
and (ii) that a notice be given in the event there is any change
in the Liquidation Trustee, Ms. Adam tells Judge Gonzalez.

Ms. Adams, therefore, asks the Court to decline approval the
Disclosure Statement's Injunction, the Non-Debtor Releases, and
the Exculpation clauses in their present form.  To the extent
those clauses do not satisfy the standards for non-debtor releases
set forth under case law, she notes, the objections to the
Injunction, Non-Debtor Releases, and Exculpation are deemed to be
objections to the confirmation of the Plan.  She adds that in the
event the Liquidation Trustee is not required to obtain a bond and
no notice is to be provided of any change in the Liquidation
Trustee, the objection will be deemed an objection to the
confirmation of the Plan.

                        The Chapter 11 Plan

Chrysler LLC, now known as Old Carco LLC following the sale of its
business to Fiat S.p.A. and the U.S. government, filed a Chapter
11 plan of liquidation on Dec. 15, 2009.

Under the Plan, recovery by general unsecured creditors is
contingent on, among other things, a successful outcome in a
lawsuit initiated by the Official Committee of Unsecured Creditors
against Daimler AG and certain related parties.  Under the Plan,
the Daimler Litigation will be pursued by the Liquidation Trust
established by the Plan.  If a sufficient recovery is not achieved
in the Daimler Litigation, holders of General Unsecured Claims
will receive no distributions under the Plan.  "Until it is clear
that such a recovery will be available, the Debtors anticipate
that the review and allowance of General Unsecured Claims will be
delayed. Such delay could be substantial," the disclosure
statement explaining the Plan said.

The Plan provides for zero recovery to the U.S. for its $4 billion
loan under the Troubled Asset Relief Program while repaying some
secured lenders in full.  Holders of "other secured claims" of
$20.6 million will get an estimated 100% recovery.  Holders of
first lien claims will receive their collateral or the proceeds
from the sale of their collateral, for a recovery of "less than
100%".

DaimlerChrysler North America Finance Corporation and Madeleine
L.L.C. won't recover anything for a second lien loan.  Cerberus
Capital Management, L.P., which is owed $500 million for a second
lien debt, had forgiven the debt pursuant to a settlement.

Holders of equity interests won't recovery anything.

The confirmation hearing, at which the Bankruptcy Court will
consider approval of the Plan, currently is tentatively scheduled
for March 16, 2010 beginning at 10:00 a.m., Eastern Time.

A copy of the Liquidating Plan is available for free at:

   http://bankrupt.com/misc/Chrysler_Chapter11_Plan.pdf

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

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

                     About Chrysler Group LLC

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

                        About Chrysler LLC

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

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

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


CHRYSLER LLC: Files Liquidation Analysis Under Plan
---------------------------------------------------
Old Carco LLC, formerly known as Chrysler LLC, and its 24 Debtor
subsidiaries submitted to the United States Bankruptcy Court for
the Southern District of New York Exhibit D -- Liquidation
Analysis of their Joint Plan of Liquidation and accompanying
Disclosure Statement, dated December 14, 2009.

A copy of the Liquidation Analysis is available for free:

http://bankrupt.com/misc/Chrysler_LiquidationAnalysis_011210.pdf

The Liquidation Analysis assumes that, in a chapter 7 liquidation,
the trustee will seek to liquidate any remaining assets, object to
and resolve Claims and otherwise winddown the Estates within 18
months following conversion.

Because the Plan is a liquidating plan under Chapter 11, the
Debtors note that the principal differences in estimated proceeds
available for the distributions and recoveries estimated in the
Plan include:

  (1) the funds that are being made available under the Winddown
      Orders and the Plan to fund winddown costs and the payment
      of Administrative Priority Claims, Priority Tax Claims and
      Priority Claims will not be available in Chapter 7 except
      for the funds in the Sales and Use Escrow to the extent
      necessary to pay the Claims subject to the Sale Order; and

  (2) the estimated Chapter 7 trustee fees and potentially
      higher professional fees due to the unfamiliarity that new
      professionals may have with the Debtors, their bankruptcy
      cases and their assets.

Generally, the Analysis discloses, the chapter 7 trustee and his
or her professionals will incur costs in the transition to learn
about the case, the available assets and the potential recoveries.
These transition costs would be incremental to the costs of the
Plan and, as such, would be expected to further diminish
recoveries as compared to the recoveries in the Plan. More
fundamentally, however, without access to the Liquidation Funds
and other funding and settlements contemplated by the
Winddown Orders and the Plan, the assets available to creditors
will be substantially diminished.

It is assumed, the Debtors say, that the collateral of the First
Lien Lenders and Government DIP Lenders will be surcharged in
Chapter 7 to fund the sale of the remaining assets and the
winddown of the Chapter 7 cases and that none of the collateral of
the First Lien Lenders or DIP Lenders is available to satisfy any
claims except if the claim creates a Lien on the collateral being
sold or disposed of.  They explain that it is unclear if the
Chapter 7 trustee will be able to surcharge the collateral to
cover all of the costs of the Chapter 7 process, providing a
further risk to creditor recoveries.

                     About Chrysler Group LLC

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

                        About Chrysler LLC

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

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

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


CHRYSLER LLC: Electronic Data Says Plan is Unconfirmable
--------------------------------------------------------
Electronic Data Systems LLC d/b/a HP Enterprise Services f/k/a
Electronic Data Systems Corporation and EDS Canada Corp. f/k/a EDS
Canada, Inc. ask the Court not to approve the Debtors' disclosure
statement because it describes a Chapter 11 plan of liquidation
that is unconfirmable.

Richard J. Bernard, Esq., at Baker & Hostetler LLP, in New York,
relates that EDS objects to the confirmation of the Debtors'
proposed plan of liquidation to the extent that it seeks to enjoin
the post-confirmation continuation of litigation by third parties
against the Debtors, their estates or the Liquidation Trustee in
the event that the Liquidation Trustee seeks to resume litigation
commenced prepetition against the parties.

"Such an injunction is overly broad and inequitable and, in
substance, amounts to an impermissible attempt to continue the
automatic stay or obtain the benefits of a discharge injunction,"
Mr. Bernard explains.

In a certain litigation before the Petition Date, EDS claims
damages against Chrysler LLC amounting approximately $33,556,662,
plus attorneys' fees and pre-judgment and post-judgment interest.
EDS sued Chrysler under a certain services agreement for
maintenance, repair and operational goods and services. EDS duly
invoiced Chrysler under the Services Agreement for inventory
produced and delivered by EDS to Chrysler at its production
facilities but Chrysler failed and refused to pay the amounts
owed.  EDS asserts various claims against Chrysler, including, but
not limited to, claims for breach of contract, unjust enrichment,
specific performance and declaratory judgment.  All claims
asserted by EDS against Chrysler are based on state law causes of
action.

The EDS Litigation was subsequently stayed when the Debtors filed
for Chapter 11 protection and EDS filed a proof of claim in the
Chapter 11 cases for $33,582,662.

The Disclosure Statement and the Plan each contain an omnibus
provision that generally provides that a liquidation trust will
retain and a liquidation trustee may enforce any claims, demands,
rights, defenses and causes of action that any Debtor or any
estate may hold against any entity.  However, Mr. Bernard points
out that the provisions do not name EDS or state the factual bases
for any reserved claims that the Liquidation Trust may seek to
pursue against EDS.

Mr. Bernard notes that EDS believes that the Debtors and the
Liquidation Trustee are likely to assert that these provisions
effectively transfer any claims that the Debtors may hold against
EDS to the Liquidation Trust.

In contrast to the general reservation of the Liquidation
Trustee's ability to enforce causes of action that any Debtor may
hold against any entity, the Disclosure Statement and the Plan
seek to enjoin third parties from continuing litigation against
the Debtors, their estates and the Liquidation Trust.  In
substance, the Debtors seek to extend the automatic stay to the
Liquidation Trust post-confirmation or obtain the benefits of a
discharge injunction, Mr. Bernard explains.

While Electronic Data Systems understands that its likelihood of
recovering anything on the EDS Claim is low given the economic
reality of the Debtors' bankruptcy cases, there is no legal or
equitable basis to issue the Injunction and enjoin Electronic Data
Systems from pursuing its claims against the Debtors or the
Liquidation Trust in the event that the Liquidation Trustee seeks
to continue the EDS Litigation, Mr. Bernard tells the Court.

                        The Chapter 11 Plan

Chrysler LLC, now known as Old Carco LLC following the sale of its
business to Fiat S.p.A. and the U.S. government, filed a Chapter
11 plan of liquidation on Dec. 15, 2009.

Under the Plan, recovery by general unsecured creditors is
contingent on, among other things, a successful outcome in a
lawsuit initiated by the Official Committee of Unsecured Creditors
against Daimler AG and certain related parties.  Under the Plan,
the Daimler Litigation will be pursued by the Liquidation Trust
established by the Plan.  If a sufficient recovery is not achieved
in the Daimler Litigation, holders of General Unsecured Claims
will receive no distributions under the Plan.  "Until it is clear
that such a recovery will be available, the Debtors anticipate
that the review and allowance of General Unsecured Claims will be
delayed. Such delay could be substantial," the disclosure
statement explaining the Plan said.

The Plan provides for zero recovery to the U.S. for its $4 billion
loan under the Troubled Asset Relief Program while repaying some
secured lenders in full.  Holders of "other secured claims" of
$20.6 million will get an estimated 100% recovery.  Holders of
first lien claims will receive their collateral or the proceeds
from the sale of their collateral, for a recovery of "less than
100%".

DaimlerChrysler North America Finance Corporation and Madeleine
L.L.C. won't recover anything for a second lien loan.  Cerberus
Capital Management, L.P., which is owed $500 million for a second
lien debt, had forgiven the debt pursuant to a settlement.

Holders of equity interests won't recovery anything.

The confirmation hearing, at which the Bankruptcy Court will
consider approval of the Plan, currently is tentatively scheduled
for March 16, 2010 beginning at 10:00 a.m., Eastern Time.

A copy of the Liquidating Plan is available for free at:

   http://bankrupt.com/misc/Chrysler_Chapter11_Plan.pdf

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

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

                     About Chrysler Group LLC

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

                        About Chrysler LLC

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

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

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


CHRYSLER LLC: U.S. Lawmakers Optimistic Aid Will be Repaid
----------------------------------------------------------
Federal officials expressed optimism that Chrysler and another
bankrupt auto maker, General Motors Corp., will be able to repay
government borrowing, according to a January 12 report by
Bloomberg News.

Senator Debbie Stabenow, a Michigan Democrat, said she believes
she would see a repayment from both auto makers and that they will
pay the government back in stages, with Chrysler taking a little
longer than GM.

"It really creates a win-win for all taxpayers," Bloomberg News
quoted Senator Stabenow as saying.

"It's a rebirth of the American auto industry.  Not only has
Detroit turned a corner, it's really on a whole different path,"
U.S. House Speaker Nancy Pelosi told Bloomberg News at the January
11 North American International Auto Show.

Chrysler earlier said it will repay by 2014 its U.S. and Canadian
loans, three years ahead of schedule.  The auto maker received
about $14.3 billion before and after its Chapter 11 restructuring.

GM, which is trying to meet its goal of refunding U.S. and
Canadian loans by the end of June, said in December last year that
it has already returned $1 billion to the U.S. government and $192
million to Canada, Bloomberg News reported.

According to the Congressional Oversight Panel, the taxpayers' net
investment in the auto industry as of September was $81 billion,
which includes $14.3 billion for Chrysler, $49.9 billion for GM
and $16.9 billion in aid to suppliers and a financing company.

Meanwhile, Kimberly Rodriguez, a principal at Michigan-based Grant
Thornton LLP, said that the automakers are not yet fixed.

"If the sales hold up, if the supply base holds together, a lot of
ifs," Bloomberg News quoted Ms. Rodriguez as saying.  "Maybe the
plans are fixed but there are still a lot of execution risks."

Sergio Marchionne, Chrysler's chief executive, said the auto maker
has every intention of paying back the government loans that saved
it from destruction.  He said, however, that the loans made to
Chrysler's predecessor company are not the responsibility of the
"new Chrysler" and will not be repaid by New Chrysler, according
to a January 13 report by The Oakland Press.

"What happens to those old loans doesn't concern me," The Oakland
Press quoted him as saying.

                     About Chrysler Group LLC

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

                        About Chrysler LLC

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

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

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


CHRYSLER LLC: Files 2nd Request to Enforce Stay vs. Dealers
-----------------------------------------------------------
Old Carco LLC and its units and Chrysler Group LLC have made a
second request to the Court to enforce:

  (a) the protections of the automatic stay;

  (b) the free and clear provisions of the Sale Order;

  (c) the enforcement provisions of the Sale Order; and

  (d) the provisions of the Rejection Order, in each case to
      stop the pursuit of certain litigation by the Noncompliant
      Dealers in violation of the Court's orders, including the
      award of contempt damages against the Noncompliant Dealers
      for the costs incurred by the Debtors and New Chrysler in
      bringing their current request and responding to the
      litigation that the Noncompliant Dealers have brought in
      other forums.

As previously reported, Judge Gonzalez approved the Debtors' first
request to enforce the automatic stay and ruled that dealers
should withdraw their actions by September 10, 2009, or they will
be subject to a sanction of $10,000 per day and payable to the
Court until full compliance.

The Debtors point out that Painter's Sun Country Chrysler, Inc.
and Cutrubus Motors, Inc. d/b/a Rocky Mountain Chrysler-Jeep and
Layton Dodge, Inc. d/b/a Cutrubus Chrysler Jeep Dodge are two of
the rejected dealers and, thus, falls squarely within the group of
dealers barred from pursuing any action against New Chrysler under
state dealer laws based on their former status as Old Carco's
dealers.

Painter's Sun was among the group of rejected dealers who
previously filed state proceedings in a failed effort to remain a
Chrysler dealer notwithstanding that their agreements had been
rejected and not assigned to New Chrysler.  Painter's Sun had
sought from the Utah Motor Vehicle Franchise Advisory Board an
adjudicative proceeding "to review the proposed transfer of three
Franchises previously held by Protestor to Stephen Wade" and a
determination "that the Franchisor has unlawfully terminated the
Franchisers."

Cutrubus also filed a protest action with the Utah Board.

             Painter and Cutrubus Withdraw Protest
                   From Utah Franchise Board

Painter's Sun Country Chrysler, Inc., and Cutrubus Motors, Inc.,
doing business as Rocky Mountain Chrysler-Jeep, and Layton Dodge,
Inc., doing business as Cutrubus Chrysler Jeep Dodge, in separate
notices, inform the Court that they filed withdrawals of their
Protest and Request for Agency Action, which were filed with the
Utah Motor Vehicle Franchise Advisory Board.

By their protests, Painter and Cutrubus say that they did not seek
enforcement of any of Utah's dealer laws, nor did they seek any
type of relief from Chrysler Group LLC or its proposed
franchisees.  Rather, they assert that they merely requested that
the Advisory Board stay the issuance and registration of a
Chrysler franchise pending the completion of the abbreviated
arbitration proceedings authorized by H.R. 3288, which was signed
by the President of the United States and enacted into law on
December 16, 2009.  The stay was deemed to be essential to
receiving relief under the federally sanctioned arbitration
proceeding.

After Painter and Cutrubus filed their requests for a stay, they
received a copy of the second joint motion of the Debtors and
Chrysler Group LLC for an order enforcing automatic stay.  In that
motion, Chrysler Group argued that Painter's and Cutrubus'
requests for stay filed with the Advisory Board violated the
Court's previous order and the automatic stay.  Out of concern
that the Protest may be seen as a violation of any of the Court's
orders, Painter and Cutrubus have elected to withdraw their
Petition.  Accordingly, Painter and Cutrubus filed their Voluntary
Withdrawal with the Advisory Board.

At the time the Voluntary Withdrawals were filed, the only action
taken by the Administrative Law Judge appointed by the Advisory
Board was to set a time and date for an initial telephonic pre-
hearing conference, but now it will not occur due to the
withdrawal of the Protests.  No other action has been taken on the
Protests.

Given that Painter and Cutrubus have voluntarily withdrawn the
Protests, which were the only relief sought by the Second Joint
Motion, Painter and Cutrubus ask that the Court take no further
action regarding them in connection with the second Joint Motion
pending before the Court.

Subsequently, the Debtors withdrew their request with regard to
Painter's Sun and Cutrubus after the two dealers dismissed their
protest before the Utah Board.

                     About Chrysler Group LLC

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

                        About Chrysler LLC

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

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

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


CHRYSLER LLC: Dealers Want Contract Rejections Reconsidered
-----------------------------------------------------------
Island Jeep Incorporated, Scotia Motors Inc., Golden Motors, John
Hine Pontiac, Pen Motors Inc., West End Garage, Mauro Motors,
Inc., Bollinger's, Inc., Brother's Motors Inc., St Pete Jeep
Chrysler, Rallye Auto Plaza Inc., Neil Huffman Incorporated, Bill
Spurlock Dodge, Inc., Rock of Texas Automotive Inc., South Holland
Dodge, Pride Chrysler Jeep, Thomas Dodge Corp, Taylor-Parker Motor
Company, Evansville Chrysler Inc., and Alley's of Kingsport, Inc.,
ask the Court to reconsider its order authorizing the rejection of
executory contracts and unexpired leases with certain domestic
dealers, and the Court's opinion regarding authorization of that
rejection.

Specifically, the Dealers ask the Court to:

  (a) vacate the June 9, 2009 Rejection Order and Claims Bar
      Date;

  (b) vacate the June 19, 2009 Rejection Opinion;

  (c) order Old Chrysler to retroactively assume rejected
      dealers' contracts;

  (d) approve nunc pro tunc an implied statutory assumption of
      the rejected dealers' contracts by Old Chrysler;

  (e) order that the Dealers' claims are priority administrative
      claims;

  (f) reverse payment to priority lien holders;

  (g) order payment of damages to Dealers as priority lien
      holders; and

  (h) order an evidentiary hearing to establish the damages of
      the Dealers.

In an amended request, these additional dealers were added as
movants: Bob Taylor Jeep Inc., Augusta Dodge Inc, M & M Dodge Inc,
Scholtes Motors Inc., Axelrod Chrysler Inc., Jim Fiore Motors,
Faws Garage, Lakes Chrysler Jeep Limited, Van Burkleo Motors Inc.,
Fisher Motors Inc., Courtesy Nissan Inc., Key Buick-Pontiac-AMC
Inc., Southeast Automotive, Extreme Jeep Inc., Ambassador Auto
Service, Inc., Mueller Chrysler Inc., Wilson Dodge Nissan, Preston
Chrysler Jeep, Fort Morgan Auto Center Inc., Superior Motors Inc.,
Waco Dodge Sales Inc., Archer Chrysler Jeep, D Patrick Inc., Brehm
Group Inc., Birmingham Chrysler Plymouth Inc., Clarkston Motors
Inc., Berlin Chrysler Inc., El Dorado Motors Inc., Russo Group
Enterprises Inc., Fox Hills Chrysler Jeep Inc., Orleans Dodge
Chrysler Jeep Inc., Walker Motors Inc., Monicatti Chrysler Jeep
Sales, Shoemaker's Jeep Inc., SNOW, LLC, Ray's Ford-Mercury Inc.,
Barber Bros Motor Co Inc., Van Lieshout & Simon Dodge, Drake
Chrysler, Tenafly Chrysler Jeep Inc., Wycoff Chrysler Inc., Terry
Chrysler Jeep Inc., Sowell Automotive Inc., South Shore Chrysler,
Cimino Brothers Ford Inc., Wilson Dodge Inc., Kalmar Motor Sales,
Inc., Reuther Investment Co., Continental Chrysler Jeep Inc., Mt.
Clemens Dodge Inc., Golick Chrysler Jeep Inc., Bruce Campbell
Dodge Inc., Clayton Amerman Inc., Duvall Chrysler Dodge Jeep,
Inc., and Auffenberger Chrysler Inc.

Stephen Pidgeon, Esq., at Pidgeon & Donofrio GP, in Everett,
Washington, says that to avoid confusion and in recognition of the
limitations put upon the Dealers in petitioning the Court to
reconsider its prior ruling, they stipulate, for the strict
limited purpose of the present request only, that the Debtors'
methodology in choosing which dealers to reject and which to
assume and assign is not contested by the request, and that there
was no prejudice to the Dealers by the Court's consideration of
all 789 rejected dealership agreements in one motion.  He adds
that the Dealers stipulate that they do not contest the Court's
failure to analyze each individual dealership agreement in
determining whether the Debtors' decision to reject dealership
agreements met the business judgment test.

The Dealers submit that the Court's Rejection Order and Opinion
overlooked important factual matters entered into the record and
that those matters could reasonably be expected to alter the
Court's original conclusions.  They also submit that the Court
overlooked controlling decisions and statutes, which could also be
reasonably expected to alter the Court's original holding.

Moreover, Mr. Pidgeon contends, some of the controlling decisions
overlooked by the court were cited in the Court's Rejection
Opinion for other grounds.  "While we recognize that Rule 60(b)
motions must be 'narrowly construed and strictly applied so as to
avoid repetitive arguments on issues that have been considered
fully by the Court,' the Rejection Opinion failed to consider
other separate and distinct controlling points of authority
flowing from those cases which we rely upon," he continues.

"[I]n overlooking the facts and authorities presented . . . the
Court misapplied the law, committed clear error and has caused a
manifest injustice by approving the rejection of 789 dealership
agreements," Mr. Pidgeon argues.

The paramount issue before the Court as to the Rejection Motion
concerned whether rejection of the dealership agreements met the
"business judgment standard," Mr. Pidgeon relates.  To that issue,
he asserts, an affirmative conclusion as to whether rejection of
the dealership agreements was required by Fiat S.p.A. as a
condition precedent to the closing of the sale of the Debtors'
assets was the most important finding necessary to the Court
approving rejection of the 789 dealership agreements, because had
the purchaser been willing, under the same terms, to accept an
assignment of the entire dealership network including the 789
rejected dealerships, then no benefit to the Debtors' bankruptcy
estates was even remotely possible.

A close examination of the record indicates that the Court's
factual finding in the Rejection Opinion affects a fraud upon the
Court as per Rule 60(d)(3) of the Federal Rules of Civil Procedure
"by exhibiting a reckless disregard for the truth," Mr. Pidgeon
contends.  He adds that the Rejection Opinion relied heavily upon
its finding that Old Carco entered into prepetition obligations
which, after bankruptcy was filed, required the Debtors to reject
the dealership agreements.

The Dealers rely upon multiple facts overlooked in the Court's
Opinion and Order, which illustrate that rejection of the
dealership agreements was not insisted upon by any party to the
sale transaction and was never a condition precedent to the sale
closing, Mr. Pidgeon further contends.  He insists that the Court
overlooked longstanding authorities indicating that prepetition
obligations to waive protections of the Bankruptcy Code are
against public policy and are, therefore, unenforceable.

                        Debtors Object

The Dealers ask the Court to vacate its findings and conclusions
of more than six months ago in the Dealer Rejection Order and the
written opinion supporting that Order, relates Corinne Ball, Esq.,
at Jones Day, in New York.  As a corollary, she notes, the Dealers
seek a wide array of additional affirmative relief going far
beyond the confines of the challenged rulings, including to:

  (a) compel the Debtors to assume retroactively the Dealers'
      former dealer agreements;

  (b) grant administrative priority to the Dealers' claims, even
      though nearly half of them failed to file any proofs of
      claim at all; and

  (c) "revers[e] payment to priority lien holders" of the
      proceeds of the Fiat Transaction even though the Dealers
      acknowledge that they are not challenging the Court's
      order approving the Fiat sale.

On procedural grounds, the request is untimely and an improper use
of Rule 60 of the Federal Rules of Civil Procedure in place of an
appeal, Ms. Ball argues.  Notably, she points out, all but two of
the Dealers objected to the Debtors' motion to reject their dealer
agreements, and all but eight of them objected to the Debtors'
motion to sell to Chrysler Group LLC substantially all of the
bankruptcy estates' assets.

All of the Dealers had notice of the relief requested and granted
in connection with the Dealer Rejection Motion and the Sale Motion
and an opportunity to be heard with respect to those matters, Ms.
Ball informs the Court.  To that end, she contends, each Dealer
had an opportunity to file a timely appeal of the Dealer Rejection
Order, but chose not to do so.  She insists that the Dealers have
not offered any explanation for that choice, and they cannot evade
the consequences of that choice now -- inexcusably having let more
than six months pass -- or use Rule 60 to make arguments of so-
called "error" that were readily available to them at the time of
the challenged rulings.

The request mischaracterizes the record and the Court's reasoning
and rulings, alleging "error" where none exists, Ms. Ball asserts.
She points out that even a passing review of the Rejection Opinion
reveals that the Court directly addressed the issues and points
that the Dealers accuse the Court of having "overlooked."  She
adds, among other arguments, that the Dealers offer no support for
using Federal Rule 60 to grant any of the far-reaching and case-
altering affirmative relief they seek, including the request to
have the rejected dealer agreements deemed assumed retroactively.

                     About Chrysler Group LLC

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

                        About Chrysler LLC

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

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

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


CITIZENS BANK: Fitch Assigns 'BB-/RR3' Rating on Deposits
---------------------------------------------------------
Fitch Ratings has assigned a Recovery Rating of 'RR3' to the long-
term deposits of the bank subsidiaries of Citizens Republic
Bancorp, Inc.

Fitch assigns this Recovery Rating:

Citizens Bank
F&M Bank-Iowa

  -- Long-term deposits 'BB-/RR3'.

Fitch believes that uninsured long-term deposits have good
recovery prospects if a default were to occur.  This is consistent
with a recovery rate in the range of 51% to 70%.


CREDIT ACCEPTANCE: Moody's Assigns 'B1' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service has assigned a Corporate Family Rating
of B1 and a First Priority Senior Secured Note rating of B1 to
Credit Acceptance Corp.  The outlook for the ratings is negative.

The ratings reflects CACC's relatively stable returns and strong
capital position, considering its position as a well established
provider of sub-prime auto loans through a network of unaffiliated
used car dealers.  Moody's notes that, in contrast to the majority
of auto lenders, CACC benefits from a unique risk-mitigating
business model where dealers have first loss risk in the
receivables they have assigned to CACC.

At the same time, CACC remains vulnerable to adverse economic
developments caused by its exposure to the sub-prime consumer
segment and magnified by the monoline nature of the company's
operations and relatively modest size.

CACC's dependence on performance and confidence-sensitive
wholesale funding is also an important factor in the rating.
Reliance on funding facilities with relatively short tenors
subjects the company to significant renewal/ refinancing risk.
Non-renewal of one facility could potentially affect renewals of
other facilities and ultimately result in franchise impairment if
the company was unable to finance new asset originations.  In
Moody's view, financing portfolio assets on a committed, long-term
basis is preferable as it helps to insulate the firm from
potential liquidity and franchise impairment issues.  Moody's
acknowledges CACC's solid collections track record and recent
success in renewing certain facilities.  Nevertheless, market
sensitivity regarding the expected volatility of the sub-prime
auto finance asset class increases the risk of an interruption to
CACC's access to funding.

CACC's recent growth is another risk factor influencing the
rating.  Between 2004 and 2008 the number of active dealer
partners at CACC grew from 1,215 to 3,264 and loans receivable,
net almost doubled from $526 million to $1,018 million.  In
Moody's experience, rapid growth implies increased risk, as it can
cause stress on controls as well as management and systems
capacity and potentially affect the company's business and
operating results.  The relatively short tenure of dealer
relationships also presents credit assessment challenges and
introduces an element of unpredictability regarding business
volumes, which may result in earnings volatility

Balancing these credit challenges are CACC's solid franchise and
competitive positioning, significant tangible equity base,
conservative leverage and capital levels, satisfactory asset
coverage for the senior secured noteholders, efficient loan
servicing system and infrastructure, proprietary credit scoring
models for underwriting and pricing, and capable, long-tenured
senior management team.

The negative rating outlook is consistent with Moody's outlook for
US consumer finance generally and auto finance specifically.  The
outlook reflects continuing financial pressure on the US consumer,
especially in the sub-prime sector.

CACC is headquartered in Southfield, Michigan and had total assets
of $1.18 billion at September 30, 2009.


DINUZZO MASONRY: Case Summary & 1 Largest Unsecured Creditor
------------------------------------------------------------
Debtor: DiNuzzo Masonry, Inc.
        192 Beverly Road
        Huntington, NY 11743

Bankruptcy Case No.: 10-70302

Chapter 11 Petition Date: January 19, 2010

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

Judge: Alan S. Trust

Debtor's Counsel: Richard S. Feinsilver, Esq.
                  One Old Country Road, Suite 125
                  Carle Place, NY 11514
                  Tel: (516) 873-6330
                  Fax: (516) 873-6183
                  Email: feinlawny@yahoo.com

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

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

The Debtor identified Keyspan/National Grid with a debt claim for
$8,000 as its largest unsecured creditor. A full-text copy of the
Debtor's petition, including a list of its largest unsecured
creditor, is available for free at:

             http://bankrupt.com/misc/nyeb10-70302.pdf

The petition was signed by Peter DiNuzzo, president of the
Company.


DREIER LLP: Clients Go After 'Stolen' $6.3M Settlement
------------------------------------------------------
Two former Dreier LLP clients have asked a bankruptcy judge to
allow them to sue to recoup $6.3 million that now-incarcerated
Marc Dreier allegedly stole after orchestrating a bogus settlement
between the clients and an investment manager, according to
Law360.

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.

On December 8, 2008, the U.S. Securities and Exchange Commission
filed a suit, alleging that Mr. Dreier made fraudulent offers and
sales of securities in several cities, selling fake promissory
notes to hedge and other private investment funds.  The SEC
asserted that Mr. Dreier also distributed phony financial
statements and audit opinions, and recruited accomplices in
connection with that scheme.  Mr. Dreier has been charged by the
U.S. government for conspiracy, securities fraud and wire fraud
before the U.S. District Court for the Southern District of New
York (Manhattan) (Case No. 09-cr-00085-JSR).

Dreier LLP filed for Chapter 11 on December 16, 2008 (Bankr.=20
S.D.N.Y., Case No. 08-15051).  Judge Robert E. Gerber handles the
case.  Stephen J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP, has been retained as counsel.  The Debtor listed
assets between $100 million and $500 million, and debts between
$10 million and $50 million in its filing.

Wachovia Bank National Association, Sheila M. Gowan as trustee for
Chapter 11 estate of Dreier LLP, and Steven J. Reisman as post-
confirmation representative of the bankruptcy estate of
360networks (USA) Inc. signed a petition that sent Mr. Dreier to
bankruptcy under Chapter 7 on January 26, 2009 (Bankr. S.D. N.Y.,
Case No. 09-10371).


EMPIRE CENTER: Taps Polsinelli Shughart as Bankruptcy Counsel
-------------------------------------------------------------
Empire Center at Coldwater Springs, LLC, asks the U.S. Bankruptcy
Court for the District of Arizona for permission to employ
Polsinelli Shughart PC as counsel.

Polsinelli will, among other things:

   -- prepare pleadings and applications, and conduct examinations
      incidental to administration;

   -- advise the Debtor of its rights, duties, and obligations
      under Chapter 11 of the Bankruptcy Code; and

   -- take any and all other necessary action incident to the
      proper preservation and administration of the Chapter 11
      estate.

The hourly rates of Polsinelli's personnel are:

     Partners/Of Counsel                $275 - $600
     Associates                         $220 - $250
     Paralegals                         $135 - $145

To the best of the Debtor's knowledge, Polsinelli is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

     Polsinelli Shughart, P.C.
     3636 N. Central Avenue, Suite 1200
     Phoenix, AZ 85012
     Tel: (602) 650-2011
     Fax: (602) 391-2546

Scottsdale, Arizona-based Empire Center at Coldwater Springs, LLC,
filed for Chapter 11 bankruptcy protection on December 18, 2009
(Bankr. D. Ariz. Case No. 09-32728).  John J. Hebert, Esq., at
Polsinelli Shughart, P.C., assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities in its bankruptcy petition.


EMPIRE CENTER: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Empire Center at Coldwater Springs, LLC, filed with the U.S.
Bankruptcy Court for the District of Arizona its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $16,700,000
  B. Personal Property                $2,518
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $15,608,063
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $48,998
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $1,702,313
                                 -----------      -----------
        TOTAL                    $16,702,518     $17,359,374

Scottsdale, Arizona-based Empire Center at Coldwater Springs, LLC,
filed for Chapter 11 bankruptcy protection on December 18, 2009
(Bankr. D. Ariz. Case No. 09-32728).  John J. Hebert, Esq., at
Polsinelli Shughart, P.C., assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities in its bankruptcy petition.


EMPIRE CENTER: Section 341(a) Meeting Rescheduled to February 4
---------------------------------------------------------------
The U.S. Trustee for Region 14 has rescheduled a meeting of Empire
Center at Coldwater Springs, LLC's creditors to February 4, 2010,
at 2:00 p.m. at U.S. Trustee Meeting Room, 230 N. First Avenue,
Suite 102, Phoenix, Arizona.

The Section 341(a) meeting was originally scheduled for Jan. 21.

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.

Scottsdale, Arizona-based Empire Center at Coldwater Springs, LLC,
filed for Chapter 11 bankruptcy protection on December 18, 2009
(Bankr. D. Ariz. Case No. 09-32728).  John J. Hebert, Esq., at
Polsinelli Shughart, P.C., assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities in its bankruptcy petition.


ENTREMED INC: Receives NASDAQ Noncompliance Notice
--------------------------------------------------
EntreMed, Inc. (Nasdaq: ENMD) on January 19, 2010, received a
Staff Determination letter from the NASDAQ Stock Market stating
that the Company has not regained compliance with the $1.00
minimum closing bid price requirement for continued listing under
the NASDAQ Listing Rule 5450(a)(1), and that its common stock is,
therefore, subject to delisting from the NASDAQ Capital Market.
The letter states that, unless EntreMed requests a hearing before
a NASDAQ Hearings Panel, the Company's common stock would be
subject to delisting from the NASDAQ Capital Market on January 28,
2010.

The Company has requested a hearing and expects to appeal the
NASDAQ Staff's Determination.  The request and hearing process
will automatically stay any action to delist the Company's
securities from the NASDAQ Capital Market until such time as the
hearing procedures have concluded.

During the hearing, EntreMed will request continued listing on the
NASDAQ Capital Market and will present the Panel with a plan,
including a discussion of events, for regaining compliance with
the minimum closing bid price requirement.  At its discretion, the
Panel has the authority to grant EntreMed up to an additional 180
days from the date of the Staff Determination letter to execute
its plan of compliance.  The Company will also continue to
evaluate all its options with respect to maintaining a public
listing of its common stock on an exchange.

                          About EntreMed

EntreMed, Inc. -- http://www.entremed.com/-- is a clinical-stage
pharmaceutical company committed to developing primarily ENMD-
2076, a selective angiogenic kinase inhibitor, for the treatment
of cancer.  ENMD-2076 is currently in Phase 1 studies in advanced
cancers, multiple myeloma, and leukemia.  The Company's other
therapeutic candidates include MKC-1, an oral cell-cycle regulator
with activity against the mTOR pathway currently in multiple Phase
2 clinical trials for cancer, and ENMD-1198, a novel antimitotic
agent currently in Phase 1 studies in advanced cancers.  The
Company also has an approved IND application for Panzem(R) in
rheumatoid arthritis.


ERICKSON RETIREMENT: Gets Nod to Tap Protiviti as Fin'l Advisor
---------------------------------------------------------------
Judge Jernigan has authorized the Official Committee of Unsecured
Creditors in Erickson Retirement Communities LLC's cases to retain
Protiviti Inc. as its financial advisor, nunc pro tunc to
November 4, 2009.

The Court has approved the Protiviti Retention Application with
these modifications:

  (1) Protiviti will be paid according to its customary hourly
      rates; provided, however, that Protiviti's total
      compensation will not exceed $150,000 per month for the
      first four months of the firm's retention and $100,000 for
      each month thereafter; and

  (2) In the event Protiviti's hourly fees are less than the
      Cap Amount in any month, the unused amount may be applied
      against any hourly fees that exceed the Cap Amount in any
      other month.

The indemnification provisions under the Protiviti Application
are approved, subject to these modifications:

  (1) If, before entry of an order closing the Debtors' Chapter
      11 cases, Protiviti believes that it is entitled to the
      payment of any amounts by the Debtors on account of the
      Debtors' indemnification, contribution and/or
      reimbursement obligations under the Retention Order,
      including the advancement of defense costs, Protiviti must
      file an application with the Court, and the Debtors may
      not pay any of these amounts to Protiviti before the Court
      approves the payment; and

  (2) No party may bring against Protiviti any lawsuit relating
      in any way to the Debtors or their Chapter 11 cases in any
      court without Bankruptcy Court approval.
As the Committee's financial advisor, Protiviti will render these
services to the Committee:

  (a) Assist in the review of the Debtors' business plan and
      associated restructuring initiatives and advise the
      Committee regarding the Debtors' business plans, cash flow
      forecasts, financial projections, cash flow reporting,
      claims, and plan alternatives;

  (b) Advise the Committee with respect to available capital
      restructuring relating to the current DIP facility and
      sale and financing alternatives, including providing
      options regarding potential courses of action and
      assisting with the design, structuring and negotiation of
      alternative restructuring and transaction structures;

  (c) Assist the Committee in identifying and valuing
      undisclosed assets, if any, and consult with the Debtors
      and their advisors on the progress of asset sales,
      locations, identification, and value;

  (d) Prepare periodic reports and updates to the Committee
      regarding the status of the Debtors' postpetition
      operating performance, and other issues as requested by
      the Committee to facilitate informed decisions;

  (e) Advise the Committee regarding identity and value of
      avoidance actions; and

  (f) Perform all other services as directed by the Committee or
      its counsel and as may be required in the interests of the
      creditors.

Michael L. Atkinson, managing director at Protiviti, maintains
that upon review, his firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.  He assures
the Court that Protiviti's engagement is not materially adverse
to the interest of the Debtors' estates.

                      About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
owns 20 continuing care retirement communities in 11 states.
Among Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on Oct. 19,
2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP (US)
serves as counsel to the Debtors.  BMC Group Inc. serves as claims
and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant.  Alvarez & Marsal
is serving as restructuring adviser.

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

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


ERICKSON RETIREMENT: Panel Wins Approval for Bracewell as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Erickson
Retirement Communities LLC's cases obtained the Bankruptcy Court's
permission to retain Bracewell & Giuliani LLP as its counsel, nunc
pro tunc to November 2, 2009.

As the Committee's counsel, Bracewell & Giuliani is expected to:

  (a) provide legal advice with respect to the Committee's
      rights, powers, and duties in the Debtors' Chapter 11
      cases;

  (b) represent the Committee at all hearings and other
      proceedings;

  (c) advise and assist in the Committee's discussions with
      the Debtors and other parties-in-interest, as well as
      professionals retained by these parties, regarding the
      overall administration of the Debtors' Chapter 11 cases;

  (d) assist the Committee in analyzing the claims of the
      Debtors' creditors and in negotiating with these
      creditors;

  (e) assist with the Committee's investigation of the
      assets, liabilities, and financial condition of the
      Debtors and of the operations of the Debtors' businesses;

  (f) assist the Committee in its analysis of, and negotiations
      with, the Debtors or any third party concerning matters
      related to, among others, any proposed sale and
      formulating the terms of a plan or plans of reorganization
      for the Debtors;

  (g) assist and advise the Committee with respect to its
      communications with the general creditor body regarding
      matters in the Debtors' Chapter 11 cases;

  (h) review and analyze all pleadings, orders, statements of
      operations, schedules, and other legal documents; the
      preparation on behalf of the Committee of all pleadings,
      orders, reports and other legal documents as may be
      necessary in furtherance of the Committee's interests and
      objectives; and

  (i) perform all other legal services for the Committee which
      may be necessary and proper for the Committee to discharge
      its duties in the Debtors' Chapter 11 cases.

The Committee proposes that Bracewell & Giuliani's services be
paid according to the firm's customary hourly rates:

            Title                     Rate per Hour
            -----                     -------------
            Partners                   $625 to $850
            Associates                 $340 to $525
            Paralegals                 $110 to $250

The principal Bracewell & Giuliani attorneys designated to
represent the Committee and their current standard hourly rates
are:

  Name                   Position           Rate per Hour
  ----                   --------           -------------
  Samuel M. Stricklin    Partner                 $625
  Andrew J. Schoulder    Associate               $525
  Marcus Friedman        Associate               $385
  Anna Rozin             Associate               $325

Bracewell & Giuliani will also be reimbursed for reasonable and
necessary expenses incurred or to be incurred.

Samuel M. Stricklin, Esq., a partner at Bracewell & Giuliani,
discloses that Microsoft Licensing GP, International Business
Machines Corp. and G.E. Appliances, all unsecured creditors of
the Debtors, are adverse to existing clients of the firm in
matters unrelated to the Debtors' Chapter 11 cases.  Moreover, he
says, from 2007 though 2009, Bracewell & Giuliani represented
Mercantil Commercebank, Hillcrest Bank, KeyBank, N.A., Bank of
America, N.A., Sovereign Bankcorp Consolidated, and Wells Fargo
Bank, N.A., the Debtors' prepetition lenders, in matters
unrelated to the Debtors' Chapter 11 cases.  He adds that
Bracewell & Giuliani represents The Bank of New York Mellon,
N.A., in matters unrelated to the Debtors' Chapter 11 cases.

Despite these disclosures, Mr. Stricklin maintains that Bracewell
& Giuliani is a "disinterested person" as that term is defined
under Section 101(14) of the Bankruptcy Code.  He assures the
Court that Bracewell & Giuliani does not hold or represent any
interest adverse to the Debtors' estates with respect to the
matters for which it is to be engaged.

                      About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
owns 20 continuing care retirement communities in 11 states.
Among Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on Oct. 19,
2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP (US)
serves as counsel to the Debtors.  BMC Group Inc. serves as claims
and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant.  Alvarez & Marsal
is serving as restructuring adviser.

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

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


ERICKSON RETIREMENT: Strategic Wants Rule 2004 Exam on Debtors
--------------------------------------------------------------
Strategic Ashby Ponds Lender LLC and Strategic Concord
Landholder, LP ask the Court to:

  (a) allow them to conduct an examination pursuant to Rule 2004
      of the Federal Rules of Bankruptcy Procedure of a
      representative of Erickson Retirement Communities LLC and
      its units on certain topics; and

  (b) order the production of certain documents by the Debtors.

The Strategic Entities collectively hold claims totaling
$75,000,000 in the Debtors' Chapter 11 cases and are involved in
transactions with Debtors Concord Campus L.P. and Ashburn Campus,
L.L.C.

G. Martin Green, Esq., at Baker Botts L.L.P., in Dallas, Texas,
notes that the Debtors' Amended Joint Plan of Reorganization
purports to extinguish certain of the campus-level debt,
including the interests of the Strategic Entities.  Thus, the
Strategic Entities want to examine the Debtors to determine
whether there are any agreements between the Debtors and other
entities, including the not-for-profit entities and the plan
sponsor, which have not been fully disclosed and other matters
that may impact their claims and rights.

Mr. Green assures the Court that the information sought in the
Rule 2004 Motion is tailored to the needs of the Strategic
Entities and will not be unduly burdensome on the Debtors.

The Strategic Entities seek to examine the Debtors on, among
others, matters relating to (i) the formulation of the Debtors'
Chapter 11 Plan, (ii) marketing of the Debtors' properties, (iii)
specific allocation of the proceeds from the proposed sale of the
Debtors' assets; and (iv) corporate governance of the Debtors.

A detailed list of the information and documents the Strategic
Entities seek from the Debtors is available for free at:

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

The Strategic Entities sought to expedite the hearing on their
request for January 13, 2010.  The Court nevertheless scheduled
the hearing for February 5, 2010.

                          Debtors React

On behalf of the Debtors, Vincent P. Slusher, Esq., at DLA Piper
LLP, in Dallas, Texas, argues that the Strategic Entities have
failed to satisfy their burdens under Rule 2004.  He contends
that the Strategic Entities have failed to establish what claims
their discovery requests are aimed at unveiling or how the
failure to grant those discovery requests will result in undue
hardship to the Strategic Entities.  "In essence, the Strategic
Entities seek examinations that are overly broad, unduly
burdensome, and are not relevant to their claims against the
Debtors' estates."

Mr. Slusher reveals that the Debtors through their financial
advisor, Houlihan Lokey Howard & Zukin Capital, have established
an electronic data room.  Most, if not all, of the relevant and
responsive documents pertinent to the Debtors' Chapter 11 cases
are available in that data room.  Thus, the Debtors propose to
give all parties-in-interest access to the data room provided
those parties sign a confidentiality agreement.  If a party-in-
interest seeks information that is not in the data room, that
party-in-interest may request that information with an
explanation for the requested information.  The Debtors will have
14 days to provide that information to the party-in-interest.

The Debtors ask the Court to deny the Rule 2004 Motion.

                      About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
owns 20 continuing care retirement communities in 11 states.
Among Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on Oct. 19,
2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP (US)
serves as counsel to the Debtors.  BMC Group Inc. serves as claims
and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant.  Alvarez & Marsal
is serving as restructuring adviser.

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

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


F & F LLC: Taps Ringstad & Sanders to Handle Reorganization Case
----------------------------------------------------------------
F & F, LLC, asks the U.S. Bankruptcy Court for the Central
District of California for permission to employ Ringstad &
Sanders, LLP as general insolvency counsel; and incur unsecured
debt in the form of a $50,000 loan from Lor Chy Yik, the retainer
lender, for the purpose of paying a supplemental retainer to the
firm and the additional advances as may be necessary to pay
ongoing attorneys' fees and costs.

The firm will, among other things:

   1. advise and assist the Debtor with respect to compliance with
      the U.S. Trustee Chapter 11 notices and guides and revisions
      thereto;

   2. advise the Debtor concerning the requirements of the
      Bankruptcy Code and applicable rules as the same affect the
      Debtor in the chapter 11 proceeding; and

   3. advise the Debtor regarding matters of bankruptcy law,
      including the rights and remedies of the Debtor with regard
      to its assets and with respect to the claims of creditors.

Todd C. Ringstad, a member of the firm, tells the Court that
prepetition, the firm received a $100,000 retainer.  Within 30
days after the petition date, the Debtor will pay a supplemental
retainer of $50,000.  The source of the supplemental retainer will
be from funds loaned from Lor Chy Yik.

The hourly rates of the firm's personnel are:

     Mr. Ringstad                                $575
     Nanette D. Sanders                          $575
     Christopher Minier                          $335
     Lisa Farrington                             $360
     Becky Metzner, paralegal                    $160
     Carolyn Harley, paralegal                   $125

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

Mr. Ringstad can be reached at:

     Ringstad & Sanders LLP
     2030 Main St #1200
     Irvine, CA 92614
     Tel: (949) 851-7450

Rancho Cucamonga-based F & F LLC has filed for Chapter 11
bankruptcy protection on November 20, 2009 (Bankr. C.D. Calif.
Case No. 09-38204).  Todd C. Ringstad, Esq., who has an office in
Irvine, California, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities in its petition.


FAIRPOINT COMMS: Resets Plan Filing to February 1
-------------------------------------------------
FairPoint Communications is again postponing the date of filing
of its bankruptcy plan to February 1, 2010, the Maine Public
Broadcasting Network said in a report.

As reported earlier, the Company was expected to file its plan in
mid-January, which was the first announced plan filing
postponement of the original December 10, 2009 plan filing
deadline.

FairPoint spokesman Jeff Nevins told MPBN that the extension will
allow the Company to continue negotiations with lenders, unions
and other involved parties. "We hope that we'll be able to
finalize the settlements with the key constituents, and this
hopefully will expedite the emergence from Chapter 11," MPBN
quoted Mr. Nevins as saying.

                  About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

Fairpoint and its affiliates filed for Chapter 11 on Oct. 26, 2009
(Bankr. D. Del. Case No. 09-16335).  Rothschild Inc. is acting as
financial advisor for the Company; AlixPartners, LLP as the
restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP
is the Company's counsel.  BMC Group is claims and notice agent.

As of June 30, 2009, Fairpoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

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


FAIRPOINT COMMS: Wants January 29 Extension for Schedules
---------------------------------------------------------
FairPoint Communications Inc. and its units seek the permission
from Judge Burton R. Lifland of the United States Bankruptcy Court
for the Southern District of New York for a further extension of
the deadline to file their schedules of assets and liabilities,
schedules of current income and expenses, schedules of executory
contracts and unexpired leases, and statements of financial
affairs, through and including January 29, 2010.

According to James T. Grogan, Esq., at Paul Hastings Janofsky &
Walker LLP in New York, several factors have made the Debtors'
Schedules and Statements difficult to assemble.  The information
that the Debtors need to compile the Schedules, he notes, is not
only voluminous, it is also located in numerous places, across a
network of electronic ledgers and software platforms that span
across the Debtors' information systems.  Generally, the
information sought to satisfy any one aspect of the Schedules is
dispersed throughout these systems, Mr. Grogan points out.

While the collection of the necessary data is a time consuming
process in itself, the relevant data must subsequently be
collated and cross-referenced with alternate sources and ledgers
to ensure accuracy and consistency, Mr. Grogan adds.

Accordingly, in view of the size of the Debtors' businesses, the
number of Chapter 11 cases, the amount of information that must
be compiled and assembled, the location of the information, and
the significant amount of employee resources that must be devoted
to those tasks, the Debtors maintain that ample cause exists for
an extension of their Schedules Filing Deadline.

The Debtors will present the current Schedules Extension Motion
for the Court's consideration on January 21, 2010 at 12:00 noon,
Eastern Time.  Objections are also due on January 20.

               Redacted Schedules and Statements

Pursuant to Section 107(b) of the Bankruptcy Code, the Debtors
seek permission from the Bankruptcy Court to (i) redact
confidential customer information from their yet-to-be-filed
Schedules of Assets and Liabilities and Statements of Financial
Affairs pursuant to Section 521 of the Bankruptcy Code, and (ii)
redact affidavits and certificates of service identifying any
Confidential Information.

James T. Grogan, Esq., at Paul Hastings Janofsky & Walker LLP, in
New York, tells the Court that due to financial and legal
considerations, including compliance with confidentiality
provisions in contracts between the Debtors and their customers,
the Debtors' customer list must remain confidential.  The
identity of the Debtors' customers is one of the primary assets
of the estates, he avers.  Were this information to become
publicly available, the Debtors would risk increased competition
for its customers' business, he maintains.  On the other hand,
protection of this sensitive commercial information will assist
the Debtors in their efforts to retain customer confidence during
the Chapter 11 process, he relates.

                  About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

Fairpoint and its affiliates filed for Chapter 11 on Oct. 26, 2009
(Bankr. D. Del. Case No. 09-16335).  Rothschild Inc. is acting as
financial advisor for the Company; AlixPartners, LLP as the
restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP
is the Company's counsel.  BMC Group is claims and notice agent.

As of June 30, 2009, Fairpoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

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


FAIRPOINT COMMS: Wants Removal Period Until April 26
----------------------------------------------------
Pursuant to Rule 9027 of the Federal Rules of Bankruptcy
Procedure, FairPoint Communications Inc. and its units ask Judge
Burton Lifland to extend the time by which they must file notices
of removal of related proceedings until April 26, 2010.

Bankruptcy Rule 9027(a)(2) provides that if the claim or cause of
action in a civil action is pending when a case under the
Bankruptcy Code is commenced, a notice of removal may be filed
only within the longest of (i) 90 days after the order for relief
in the case under the Bankruptcy Code; (ii) 30 days after entry
of an order terminating a stay, if the claim or cause of action
in a civil action has been stayed under Section 362 of the
Bankruptcy Code; or (c) 30 days after a trustee qualifies in a
Chapter 11 reorganization case but not later than 180 days after
the order for relief.  Accordingly, pursuant to Bankruptcy Rule
9027(a)(2), the Debtors must file removal notices with respect to
any pending civil actions or proceedings that have not been
stayed by January 24, 2010.

Rule 9006 of the Federal Rules of Bankruptcy Procedure, on the
other hand, permits bankruptcy courts to extend the Removal
Period for cause.

James T. Grogan, Esq., at Paul Hastings Janofsky & Walker LLP, in
New York, tells the Court that since the Petition Date, the
Debtors, their management and professionals have been focused on
preparing their schedule of financial affairs, a disclosure
statement and a plan of reorganization.  As a result, the Debtors
have not had an opportunity to fully examine the pending Civil
Actions to determine the feasibility or benefit of removing each
Action, Mr. Grogan relates.

The Debtors aver that they are analyzing various aspects of each
pending Civil Action to which they are a party to, but do not
believe they will be able to make an informed decision as to
whether to file notices of removal in each Action by the current
January 24, 2010 deadline.

The ability to remove pending litigation is a valuable right that
the Debtors do not want to lose inadvertently, Mr. Grogan says.
Additional time is required to analyze whether any pending action
should be removed, he asserts.

The Court will convene a hearing to consider the Debtors' request
on February 3, 2010.  Objections are due no later than Jan. 27.

                  About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

Fairpoint and its affiliates filed for Chapter 11 on Oct. 26, 2009
(Bankr. D. Del. Case No. 09-16335).  Rothschild Inc. is acting as
financial advisor for the Company; AlixPartners, LLP as the
restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP
is the Company's counsel.  BMC Group is claims and notice agent.

As of June 30, 2009, Fairpoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

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


FAIRPOINT COMMS: Committee to Object to Capgemini Pacts Assumption
------------------------------------------------------------------
In a motion, Fairpoint Communications Inc. and its units sought
authority from the United States Bankruptcy Court for the Southern
District of New York to assume certain agreements with Capgemini
U.S. LLC.  The Debtors also seek the Court's permission to enter
into a settlement agreement with Capgemini.

Capgemini was retained by the Debtors to help out in transition
activities needed for their acquisition of Verizon Communications
Inc.'s landline operations in the North New England region in
March 2008.  The Debtors withheld payment of approximately
$50,000,000 invoiced by Capgemini for the services it rendered
after issues arose that negatively impacted customer satisfaction
and resulted in large increases in customer call volumes into the
Debtors' customer-service centers.  Capgemini asserted that the
Debtors were in breach of the parties' agreement.

The Debtors note that in the event Capgemini terminated its
services, they would incur considerable cost to replace Capgemini
with an alternative service provider.  Even if an alternative
provider is, it would take approximately six months to make the
transition to a new service provider, the Debtors point out.  A
transition, the Debtors aver, would likely result in a
significant disruption to the business operations.

Accordingly, on October 9, 2009, the Debtors entered into a
Settlement Agreement and Release with Capgemini, which provides
for the assumption of:

  1. an Information Technology Services Agreement effective as
     of January 30, 2009, pursuant to which Capgemini agree to
     continue to provide development and operational support
     functions to the Debtors;

  2. a Master Purchasing Agreement between Capgemini affiliate,
     Capgemini Technologies LLC, and FairPoint Communications,
     dated March 29, 2007; and

  3. a Settlement Agreement that resolves the parties' disputes.

The Debtors believe it is in their best interests to assume the
2009 IT Agreement and the 2007 Purchasing Agreement and
consummate the Settlement Agreement.

The salient terms of the parties' Settlement Agreement are:

  (a) Capgemini will to continue providing its services to the
      Debtors under the 2009 IT Agreement;

  (b) The Debtors will continue to pay Capgemini its ongoing
      fees for services performed in the ordinary course of
      business after October 9, 2009;

  (c) In addition to $15,000,000 the Debtors paid Capgemini upon
      execution of the Settlement Agreement, the Debtors will
      pay an additional $15,000,000 cure amount on December 31,
      2009;

  (d) Capgemini will have an allowed unsecured claim against
      the Debtors for the remaining balance owed under the
      Capgemini Agreements of approximately $19,800,000;

  (e) The Debtors will seek to assume the Capgemini Agreements
      in accordance with Section 365 of the Bankruptcy Code
      within 20 days of the Petition Date and that assumption
      must be granted pursuant to a final order of the Court
      within 65 days of the Petition Date;

  (f) Other than the Cure Amount, no further payment of cure
      to Capgemini will be required in order for the Debtors to
      assume the Capgemini Agreements pursuant to Section 365;

  (g) To the extent the Debtors comply with the material terms
      of the Settlement Agreement and the 2009 IT Agreement, as
      amended and the Debtors' plan of reorganization meets the
      conditions delineated in the Settlement Agreement,
      Capgemini will vote in favor of that plan when solicited
      and not support or vote in favor of any other plan; and

  (h) The Debtors and Capgemini will exchange mutual releases of
      claims or causes of action each party may have against the
      other.

               Committee Seeks Emergency Conference

The Official Committee of Unsecured Creditors asks the Court to
schedule an emergency conference in connection with the Debtors'
request to assume certain agreements with Capgemini U.S. LLC.

The Committee says it intends to object to the Capgemini Pacts
Assumption Motion, and has sought discovery from the Debtors and
Capgemini.  To aid in preparing its objection to the Assumption
Motion, the Committee has engaged Altman Vilandrie & Co.  In
turn, Altman Velandrie has subcontracted certain matters to
Bayview Management.

The Committee notes that it received word from the Debtors, just
before the Debtors commenced document production on December 18,
2009, that they would not produce any documents so long as
Bayview was working with the Committee.  The basis for the
Debtors' position was that Bayview had previously worked as an
independent contractor for them, and had agreed to maintain the
confidentiality of any information learned while working for the
Debtors.  Capgemini joined in the Debtors' position on the
Committee's use of Bayview or the Committee's sharing with
Bayview any materials produced in these proceedings.

Paul N. Silverstein, Esq., at Andrews Kurth LLP, in New York,
tells the Court that the Committee disagrees with the Debtors'
position, particularly given that the parties have entered into a
confidentiality stipulation and Altman Velandrie and Bayview have
executed confidentiality agreements.  Nevertheless, in order to
keep the document production process moving forward, the
Committee has agreed for the time being to refrain from providing
the Debtors' or Capgemini's materials to Bayview pending
resolution of the issue.

With that limitation in place, the Debtors and Capgemini have
commenced the production of responsive documents to the
Committee.  However, the Committee believes that the subject
limitation is unreasonable and without merit.  The Committee
insists that it be allowed to share the produced material with
Bayview in order to prepare its objection on the Assumption
Motion.

Mr. Silverstein points out that the Debtors have not articulated
a legitimate objection to the Committee's use of Bayview in these
proceedings, nor have the Debtors articulated a reasonable basis
on which the Committee should be precluded from sharing
production in these proceedings with Bayview, which is subject to
confidentiality with the Committee.

                         *     *     *

At the Committee's request, the Court adjourns to February 3,
2010, at 10:00 a.m., the hearing on the Capgemini Agreements
Assumption Motion as well as the hearing on the discovery sought
by the Committee relating to the Assumption Motion.

The Committee initially sought the hearing adjournment to a later
date by which the Debtors' objection to the retention of Bayview
will have been resolved and the Committee has had sufficient time
to prepare its objection on the Assumption Motion.

In a separate filing, the Committee, expecting the hearing to be
an evidentiary hearing with live testimony, asks the Court to
schedule a status or pre-trial conference in order to discuss the
logistics of the upcoming hearing.  The Committee believes a
status conference would be beneficial to all of the parties and
would streamline the proceeding.

                  About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

Fairpoint and its affiliates filed for Chapter 11 on Oct. 26, 2009
(Bankr. D. Del. Case No. 09-16335).  Rothschild Inc. is acting as
financial advisor for the Company; AlixPartners, LLP as the
restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP
is the Company's counsel.  BMC Group is claims and notice agent.

As of June 30, 2009, Fairpoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

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


FAMILY FRUIT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Family Fruit Farmers Market, Inc.
        2270 Hyland Blvd
        Staten Island, NY 10306

Bankruptcy Case No.: 10-40364

Chapter 11 Petition Date: January 19, 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

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

            http://bankrupt.com/misc/nyeb10-40364.pdf

The petition was signed by Louis Epifania, president of the
company.


FONTAINEBLEAU LAS VEGAS: Icahn Emerges as Lone Qualified Bidder
---------------------------------------------------------------
The Wall Street Journal's Alexandra Berzon reports that Carl
Icahn's Icahn Enterprises LP emerged as the only qualified bidder
this week for Fontainebleau Las Vegas after two competing bids
were deemed unqualified.

The Journal cited documents filed by an examiner appointed by the
Bankruptcy Court in the Fontainebleau case.  Mr. Icahn has pledged
$106 million for the project, plus $50 million in financing during
bankruptcy proceedings.

A person close to the situation told the Journal several hedge
funds looked closely at the Fontainebleau in the past few weeks
but ultimately decided not to bid.

The Journal says the auction initially scheduled for Thursday will
not need to occur now because others who submitted bids were
deemed not serious.  A hearing on January 27 is expected to
approve the sale, which must close by February 9.

The Troubled Company Reporter yesterday reported San Francisco
real estate developer Luke Brugnara told the Las Vegas Review-
Journal in an e-mail he has submitted a $170 million "all
cash" offer with the U.S. Bankruptcy Court in Miami for the
Fontainebleau project.  Review-Journal relates Mr. Brugnara said
he would pay up to $200 million for the Fontainebleau project, and
that he is backed financially by a New York City hedge fund.

Fontainebleau was 70% completed before construction stopped in
April after lenders cut off $800 million in financing.  The
project once had a budget of almost $3 billion.

Penn National Gaming Inc. in November initially offered
$101.5 million for the project -- $50 million in cash and
$51.5 million in DIP financing.  Penn National raised its offer to
$145 million, but was topped by Carl Icahn.  Penn National
eventually pulled out of the bidding process.

FONTAINEBLEAU BANKRUPTCY NEWS reports that Craig Road Development
Corporation in a letter dated December 2, 2009, informed the Court
of its interest to acquire 100% of the "Tier A" casino hotel and
resort from Fontainebleau.  An entity formed by CRDC and certain
investors -- Heroes Property Group, LLC -- will pay $350,000,000
for 100% of the Project's equity, payable in cash at closing.  The
letter, however, indicated the Sellers would be responsible for
retiring any funded and interest bearing debt, including capital
leases, of the Project.  The Project's stock purchased by Heroes
Property Group will be free and clear of all liens and
encumbrances.

Eugene Hill, chief executive officer of Craig Road Development
Corporation, relates that the Project would be completed through
separate funding, estimated at $800 million.  Funding for the
acquisition and build out will come from commercial sources and
the repayment of the funds will be from operational income.  The
completed facility will become one of three Department of Defense
resort properties in the United States, Mr. Hill elaborated.

In a letter sent to CRDC on December 4, 2009, Judge Cristol asked
CRDC to coordinate with the Debtors and the Chapter 11 Examiner if
it wishes to participate in the January 21, 2010 Auction.

                   About Fontainebleau Las Vegas

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

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

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

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


FREEDOM COMMS: Thirteenth Street Wants to Buy All News Outlets
--------------------------------------------------------------
The Arizona Republic, citing a report from East Valley Tribune,
says Thirteenth Street Media said it want to acquire all of
Freedom Communications Inc.'s news outlets and local coupon
publications, which include the Ahwatukee Foothills News and Sun
City Daily New-Sun weeklies, and the Clipper.

The proposed acquisition subject to the approval of the U.S.
Bankruptcy Court for the District of Delaware, report adds.

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

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

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


GREAT POINT: Moody's Assigns 'Ba1' Rating on $220 Mil. Loan
-----------------------------------------------------------
Moody's Investors Service has assigned a Ba1 rating to the
$220 million senior secured term loan due 2016, to be issued by
Great Point Power, LLC.  The rating outlook is stable.

Proceeds from the transaction, together with sponsor equity, will
be used to acquire a portfolio of five projects (including working
capital) from affiliates of Energy Investors Funds and to pay
related transaction costs.  Great Point is a special purpose
entity formed by ArcLight Energy Partners Fund IV, L.P. to acquire
the five projects.  The portfolio consists of four power plants
totaling 695 MWs of net generation and an interest in the Neptune
Regional Transmission System, a 660 MW (440 MW net) undersea
transmission line.

Fund IV is a $2.1 billion private equity fund formed by ArcLight
Capital Partners, LLC, a private equity investment firm founded in
2001 and focused exclusively on the power and energy sector.
ArcLight has approximately $6.8 billion under management, with
over 6,000 net MWs in operation or construction across its four
funds.  ArcLight owns a diverse portfolio of companies in the
power generation, transmission and distribution, midstream and
upstream sectors.

The rating reflects the highly contracted nature of the portfolio
of projects, the duration of the contracts, the low operating risk
associated with the transmission asset, the credit quality of the
contract counterparties and the strong portfolio diversification.
In Moody's view, the Great Point portfolio has lower operational
risk than pure power generation portfolios due to the fact that a
significant portion of cash flow is generated by Neptune, the
transmission asset.  Additionally, the generation assets have
solid operating histories and are expected to generate stable cash
flows going forward.  However, the recommendation also considers
the high leverage associated with the underlying project assets,
uncertainty surrounding the final SRAC (short-run avoided cost)
structure, which will drive cash flow levels at the largest
generation asset based on cash flow (Crockett Cogeneration in
California), refinancing risk and the structurally subordinated
position of the holding company lenders.

The Ba1 senior secured rating for Great Point considers these
strengths:

1) Cash flow stability and predictability provided by the long
   term power purchase agreements between the underlying power
   projects and high quality, investment grade utility
   counterparties, and in the case of the Neptune undersea
   transmission line, a long term firm transportation agreement
   between Neptune and the Long Island Power Authority, which is
   rated investment grade at A3;

2) The portfolio is characterized by diversity of location and
   cash flows as well as fuel and dispatch diversity.  In
   addition, the rating recognizes the lower business risk
   inherent in the portfolio, in which a significant portion of
   cash flows (approx. 26% of distributable cash flow to Great
   Point over the life of the deal) is expected to be generated by
   the Neptune electric transmission line;

3) The projects generally demonstrate good historical operational
   performance, supported by tested and commercially proven
   technology;

4) A six month debt service reserve provided by a letter of credit
   for the account of the sponsor, ArcLight, rather than Great
   Point Power; and

5) The projects' management and operating teams are very
   experienced and highly qualified, with oversight to be provided
   by Consolidated Asset Management Services, an affiliate
   of ArcLight.

The rating also reflects these areas of credit concern:

1) A high degree of leverage in the underlying project portfolio;

2) The normal operating risk associated with power project assets;

3) Refinancing risk, although this is considered by Moody's to be
   manageable given the 7-year refinancing window and the
   relatively small amount of refinancing at the end of the term
   and the fact that the PPA expiries range from 2020-2030;

4) The structurally subordinated position of the lenders to the
   holding company, in relation to existing debt at the five
   projects totaling approximately $744 million as of December 31,
   2009;

5) The Ba1 rating also reflects asset concentration as one of the
   projects -- Crockett Cogeneration in California (rated
   separately at Baa3 senior secured; stable outlook) --
   represents approx.  51% of distributable cash flow to Great
   Point through 2016; Crockett controls its own dispatch levels
   starting January 1, 2010, and receives energy payments that are
   tied to SRAC; and

6) No hard asset security is available to the lenders.

The credit facilities will be secured by a perfected first
priority security interest in all the assets of Great Point, Great
Point's equity interest in the subsidiary companies and the
Sponsor's interest in the Borrower.

Moody's also considered structural features in the term loan
agreement, including a cash sweep in years 1-5 equal to the
greater of (i) 50% of excess cash flow after scheduled debt
service and (ii) an amount required to achieve a target debt
balance, and a cash sweep in years 6 and 7 of 100% of excess cash
flow.  The transaction provides for only a 1% required annual
amortization, with additional amortization to be based upon the
cash flow sweep mechanism.  There is also a 6 month debt service
reserve covering forward interest and scheduled debt service via a
letter of credit to be provided by the Sponsor and a set of
financial and other covenants that restrict the business and
financial activities of the Borrower.

The stable outlook reflects the expectation that the portfolio of
projects will generate relatively stable and predictable cash
flows, since the cash flows are derived from long term contracts
with investment grade counterparties.  The outlook also assumes
the near term stability in the credit quality of the project off-
takers and anticipates that the projects will continue to be
operated in a manner that allows them to perform as expected.

Positive trends that could lead Moody's to consider an upgrade
would include a more rapid pay down of the project level debt than
currently projected and better than projected base case financial
performance.  Negative trends that could lead Moody's to consider
a downgrade would include credit deterioration by key contractual
off-takers, substantial operating performance difficulties that
result in a meaningful loss of cash flow available for debt
service, a final SRAC structure that is detrimental to the cash
flows at Crockett and Great Point, and financial performance that
is consistently below expectations.

The rating is predicated upon final documentation in accordance
with Moody's current understanding of the transaction and final
debt sizing consistent with initially projected credit metrics.

Great Point Power, LLC, is a special purpose entity formed by
ArcLight Capital Partners, LLC to acquire a portfolio consisting
of four power plants totaling 695 MWs of net generation and an
interest in the Neptune Regional Transmission System, a 660 MW
(440 MW net) undersea transmission line.


GREAT POINT: S&P Assigns 'BB+' Rating on $220 Mil. Senior Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB+'
rating to Great Point Power LLC's $220 million senior secured term
loan.  The project is using proceeds to partly finance the
acquisition of a portfolio of electric generation assets that are
owned by several private equity funds managed by Energy Investors
Funds.  S&P also assigned a preliminary recovery rating of '1' to
the portfolio, indicating expectation of 90-100% recovery in the
event of a default.  The outlook is stable.

GPP is a special-purpose, bankruptcy-remote entity formed to own
and operate a portfolio of four electricity generation assets and
one transmission asset.  The portfolio is a closed-end portfolio
of equity interests in four power plants totaling 695 megawatts of
net generation and an interest in a 660 MW (net 440 MW) undersea
transmission line between Sayreville, N.J.  and Long Island, N.Y.
The assets are in New York, New Jersey, Texas, California, and
Hawaii.  While the portfolio is diverse in terms of customer base,
fuel type, and technology, there is limited diversity in revenue
sources.

Great Point Power Holdings LLC completely owns GPP, and GPPH is in
turn 100% owned by ArcLight Energy Partners Fund IV L.P, a
$2.1 billion fund that is one of four private equity funds managed
by ArcLight Capital Partners, LLC.  Ratings are preliminary
pending a review of legal documentation.  S&P expects GPP to meet
Standard & Poor's criteria for special-purpose entities, including
the provision of an independent director and a nonconsolidation
opinion.


IASIS HEALTHCARE: Stock Repurchase Won't Move Moody's 'B2' Rating
-----------------------------------------------------------------
Moody's Investors Service commented that IASIS Healthcare
Corporation's repurchase of preferred stock and payment of unpaid
dividends has no immediate impact on the ratings of the company,
including the B2 Corporate Family and Probability of Default
Ratings.  Moody's understands that the redemption will be funded
with a dividend to the parent holding company from available cash
at IASIS Healthcare LLC.

Moody's last rating action was on April 9, 2007, when a Ba2 rating
was assigned to the secured credit facilities of IASIS Healthcare
LLC and a Caa1 rating was assigned to the $300 million PIK loan at
the parent company.  Moody's also withdrew the B1 Corporate Family
Rating from IASIS Healthcare LLC and assigned a B2 Corporate
Family Rating to IASIS Healthcare Corporation, the highest level
in the corporate structure with rated debt and changed the outlook
to stable from negative.

IASIS Healthcare LLC, a wholly owned subsidiary of IASIS
Healthcare Corporation, is headquartered in Franklin, Tennessee.
IASIS is an owner operator of acute care hospitals in high growth
urban and suburban markets.  As of September 30, 2009, IASIS
operated 15 acute care hospitals and one behavioral health
hospital located in six states.  The company also operates Health
Choice Arizona, Inc., a Medicaid and Medicare managed health plan
in Phoenix.


IMS HEALTH: Seeks Shareholders OK of Merger at Feb. 8 Meeting
-------------------------------------------------------------
IMS Health Incorporated will hold a Special Meeting of its
stockholders on February 8, 2010, at 11:30 a.m. EST, at The Hyatt
Regency, 1800 East Putnam Avenue, in Greenwich, Connecticut, to
ask shareholders to consider and vote upon a proposal to adopt a
merger agreement with Healthcare Technology Holdings, Inc.

The Board of Directors recommends that IMS stockholders vote for
the proposal to adopt the merger agreement with Healthcare
Technology.

The merger agreement, dated November 5, 2009, provides for the
acquisition of IMS by Healthcare Technology, an entity created by
certain affiliates of TPG Capital, L.P. and the Canada Pension
Plan Investment Board.

IMS stockholders of record at the close of business on Monday,
December 28, 2009, are entitled to notice of the special meeting
and to vote at the special meeting.

                             About IMS

Operating in more than 100 countries, IMS Health Incorporated
(NYSE: RX) -- http://www.imshealth.com/-- provides market
intelligence to the pharmaceutical and healthcare industries.
With $2.3 billion in 2008 revenue and more than 50 years of
industry experience, IMS offers market intelligence products and
services that are integral to clients' day-to-day operations,
including product and portfolio management capabilities;
commercial effectiveness innovations; managed care and consumer
health offerings; and consulting and services solutions that
improve productivity and the delivery of quality healthcare
worldwide.

As of September 30, 2009, the Company had total assets of
$2,110,525,000 against total liabilities of $2,153,203,000.  As of
September 30, 2009, the Company had non-controlling interests of
$1,555,000 and total deficit of $42,678,000.


INNOVATIVE COMMUNICATIONS: National Rural Can Acquire St. Maarten
-----------------------------------------------------------------
The Hon. Maurice Adriaens of the Netherlands Antilles Minister of
Transport and Communications granted unconditional consent for
National Rural Utilities Cooperative Finance Corporation to
acquire Caribbean Teleview Services N.V. dba St. Maarten Cable TV
and East Caribbean Cellular N.V. in connection with its agreement
with the Chapter 11 Trustee of Innovative Communication
Corporation, according to CNNMoney.com.

Report relates that CFC has already received U.S. antitrust and
Federal Communications Commission approvals, as well as regulatory
approvals from the British Virgin Islands government.  CFC awaits
approval from the Public Services Commission of the U.S. Virgin
Islands.  Once that approval is granted, the Chapter 11 Trustee
and CFC will request authorization from the U.S. Bankruptcy Court
to consummate the transfer of control, report notes.

Report says CFC said that it would make a credit bid to acquire
the outstanding stock of the ICC-owned companies in early last
year.  The credit bid is conditioned on approval of regulatory
authorities in the jurisdictions where ICC's businesses operate.

                           About CFC

National Rural Utilities Cooperative Finance Corporation (CFC) is
a cooperative that serves the nation's rural utility systems.
With more than $20 billion in assets, CFC provides its member-
owners with an assured source of market-priced capital and
financial products and services.  CFC can be found online at
nrucfc.org.

                  About Innovative Communication

Based in Christiansted, St. Croix, U.S. Virgin Islands,
Innovative Communication Corporation is a telecommunications and
media company with extensive holdings throughout the Caribbean
basin.  The company's operations are in Belize, British Virgin
Islands, Guadeloupe, Martinique, Saint-Martin, Sint Maarten,
U.S. Virgin Islands and France and include local, long distance
and cellular telephone companies, Internet access providers,
cable television companies, business systems, and The Virgin
Islands Daily News, a Pulitzer Prize-winning newspaper.

On Feb. 10, 2006, creditors Greenlight Capital Qualified, L.P.,
Greenlight Capital, L.P., and Greenlight Capital Offshore, Ltd.,
filed involuntary chapter 11 petition against Innovative
Communication Company LLC and Emerging Communications, Inc., and
Jeffrey J. Prosser, the company's principal (Bankr. D. Del. Case
Nos. 06-10133 through 06-10135).  The Greenlight creditors
disclosed US$18,780,614 in total claims.

On July 31, 2006, Innovative LLC, Emerging, and Mr. Prosser,
filed voluntary chapter 11 petitions (Bankr. D. V.I. Case Nos.
06-30007 through 06-30009).  Pursuant to Rule 1003-1 of the
Local Bankruptcy Rules of the District Court of the Virgin
Islands, Bankruptcy Division, Mr. Prosser, and Bobby Lubana,
were designated as the individuals who are the principal
operating officers of the alleged debtor.  On Dec. 14, 2006, the
Delaware Bankruptcy Court entered an order transferring the
venue of the involuntary bankruptcy cases transferring to the
U.S. District Court for the District of the Virgin Islands,
Bankruptcy Division.

On July 5, 2007, the Greenlight creditors filed an involuntary
chapter 11 petition against Innovative Communication Corporation
(Bankr. D. V.I. Case No. 07-30012).  The creditors disclosed
total aggregate claims of US$56,341,843.  Matthew J. Duensing,
Esq., and Richard H. Dollison, Esq., at Stryker, Duensing,
Casner & Dollison, and Matthew P. Ward, Esq., at Skadden Arps
Slate Meagher & Flom LLP, represent the creditors.

Stan Springel of Alvarez & Marsal, the Court-appointed chapter
11 trustee, is represented by Andrew Kamensky, Esq., at Hunton &
Williams.


INTERMUNE INC: To Sell 5MM Shares; Warburg Pincus Has $30MM Offer
-----------------------------------------------------------------
InterMune, Inc., on Tuesday said it plans to offer, subject to
market and other conditions, 5,000,000 shares of its common stock
in an underwritten public offering.  The Company expects to grant
the underwriters a 30-day option to purchase up to an additional
750,000 shares of common stock in connection with the offering.
All of the shares in the offering will be sold by InterMune.  The
shares will be issued pursuant to a prospectus supplement filed as
part of a shelf registration statement previously filed with the
Securities and Exchange Commission on Form S-3.

In a regulatory filing, the Company said Warburg Pincus Equity
Partners, L.P., which is the Company's principal stockholder and
an affiliate of one of its directors, has indicated interest in
purchasing up to $30 million of the common stock in the offering
at the public offering price.  "Because this indication of
interest is not a binding agreement or a commitment to purchase,
any or all of these entities may elect not to purchase any shares
in this offering, or the underwriters may elect not to sell any
shares in this offering to any or all of these entities," the
Company said.

Goldman, Sachs & Co. is acting as the sole book-running manager of
the offering.

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

                       Standstill Agreement

InterMune on January 19, 2010, entered into an Amendment to
Amended and Restated Standstill Agreement with Warburg, Pincus
Equity Partners, L.P.; Warburg, Pincus Netherlands Equity Partners
I, C.V.; Warburg, Pincus Netherlands Equity Partners III, C.V.;
Warburg Pincus & Co.; and Warburg Pincus LLC.  The Amendment
amends Section 6 of the Amended and Restated Standstill Agreement,
dated October 29, 2004, by and among the Company and the Warburg
Group.  Jonathan S. Leff, a member of the board of directors of
the Company, is a managing director of WP LLC and a partner of WP.

Following the execution of the Amendment, Section 6 of the
Standstill Agreement provides that, among other things, without
the prior written consent of a majority of the independent members
of the Board of Directors of the Company who are not affiliated
with the Warburg Group, no sales of Common Stock beneficially
owned by the Warburg Group will be made pursuant to a private sale
or other exemption from the registration requirements of the Act
if the Warburg Group has knowledge that (i) the purchaser of such
shares is a biotechnology or pharmaceutical firm and such
purchaser and its affiliates would, after giving effect to such
sale, beneficially own more than 10.0% of the Common Stock of the
Company then outstanding, or (ii) the purchaser of such shares has
announced an unsolicited tender offer for the Common Stock of the
Company without the prior consent of a majority of the independent
members of the Board of Directors of the Company who are not
affiliated with the Warburg Group.  The Standstill Amendment
provides that the restrictions of Section 6 will no longer apply
if the Warburg Group and its affiliates, at the time of a sale,
beneficially own 10.0% or less of the Common Stock of the Company.
Except for the changes made to Section 6 of the Standstill
Agreement pursuant to the Amendment, all other terms and
provisions of the Standstill Agreement remain in full force and
effect.

                          About InterMune

Brisbane, California-based InterMune, Inc. (Nasdaq: ITMN) is a
biotechnology company focused on the research, development and
commercialization of innovative therapies in pulmonology and
hepatology.

As of September 30, 2009, the Company had total assets of
$157,155,000 against total current liabilities of $44,926,000,
deferred rent of $1,060,000, deferred collaboration revenue of
$57,263,000, liability under government settlement of $9,117,000,
and convertible notes of $128,153,000; resulting in stockholders'
deficit of $83,364,000.


JARDEN CORPORATION: Moody's Raises Rating on Senior Loan to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service upgraded Jarden Corporation's senior
secured credit facility to Ba1 and the senior unsecured notes to
B1 due the change in capital structure from upsizing its senior
subordinated notes to $492 million from $400 million.  All other
ratings, including the B1 CFR, were affirmed.  The rating outlook
remains positive.

Jarden recently announced that it had upsized its subordinated
note offering to $492 million and that the offering would consist
of two pieces: a U.S.  dollar part with aggregate principal amount
of $275 million and a Euro portion of EUR150 million
(approximately $217 million).

"The one notch upgrade in the secured credit facility to Ba1 and
the senior unsecured notes to B1 reflect the change in the
company's capital structure from an additional $92 million of
subordinated notes which provides for more cushion of the senior
obligations in the event of default" said Kevin Cassidy, Senior
Credit Officer at Moody's Investors Service.

These ratings were upgraded/assessments revised:

* Senior secured revolver to Ba1 (LGD 2 -- 19%) from Ba2 (LGD 2 --
  20%);

* $735 million secured term loan to Ba1 (LGD 2 -- 19%) from Ba2
  (LGD 2 -- 20%);

* $600 million term loan Ba1 (LGD 2 -- 19%) from Ba2 (LGD 2 --
  20%);

* $300 million senior unsecured notes to B1 (LGD 4, 55%) from B2
  (LGD 4, 57%);

These ratings were affirmed:

* Corporate family rating at B1;
* Probability of default rating at B1;
* $650 million senior subordinated notes at B3 (LGD 5 -- 85%);
* $492 million senior subordinated notes at B3 (LGD 5 -- 85%);
* Speculative grade liquidity rating at SGL 2

The last rating action was on January 12, 2010, where Moody's
rated Jarden's subordinated notes B3 and affirmed all other
ratings.

Jarden Corporation is a manufacturer and distributor of niche
consumer products used in and around the home.  The company's
primary segment include Consumer Solutions (which distributes
kitchen appliances, and home vacuum packaging systems), Branded
Consumables (which distributes playing cards, arts and crafts,
plastic cutlery and firelogs), and Outdoor solutions (which
distributes a variety of outdoor leisure products under the K2,
PureFishing, Coleman and Campingaz brands).  Headquartered in Rye,
NY the company reported consolidated net sales of approximately
$5.1 billion for the twelve months ending September 30, 2009.


JOHN KROMER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: John L. Kromer, Jr.
               Janet E. Kromer
                 aka Janet Scott
               14629 Galt Lake Drive
               Tampa, FL 33626

Bankruptcy Case No.: 10-00973

Chapter 11 Petition Date: January 19, 2010

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

Judge: Catherine Peek McEwen

Debtors' Counsel: Buddy D. Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  Email: Buddy@tampaesq.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 $1,389,909
and total debts of $3,284,578.

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

            http://bankrupt.com/misc/flmb10-00973.pdf

The petition was signed by the Joint Debtors.


KNOLOGY INC: Farallon Capital Discloses 9.3% Equity Stake
---------------------------------------------------------
Farallon Capital Management, L.L.C., and its various affiliated
funds and trusts, disclosed beneficial ownership of in the
aggregate 3,342,394 shares, or roughly 9.3%, of the common stock
of Knology Inc.

Knology, Inc., owns and operates an advanced interactive broadband
network and provides residential and business customers broadband
communications services, including analog and digital cable
television, local and long-distance telephone, high-speed Internet
access, and broadband carrier services to various markets in the
Southeastern and Midwestern United States.

As of September 30, 2009, Knology had total assets of $643,991,000
against total liabilities of $685,932,000.  As of September 30,
2009, Knology had accumulated deficit of $627,309,000 and
stockholders' deficit of $41,941,000.


KRISPY KREME: Board of Directors Adopts Poison Pill Plan
--------------------------------------------------------
Krispy Kreme Doughnuts, Inc.'s Board of Directors has adopted a
Shareholder Protection Rights Agreement to replace the Company's
existing Rights Plan, which expired January 18, 2010.

"The new Rights Plan was adopted to deter abusive takeover
tactics, but it was not adopted in response to any specific effort
to acquire control of the Company.  The Company's current market
capitalization makes the Company and its shareholders especially
vulnerable to a creeping acquisition of control whereby a person
can acquire a substantial percentage of the Company's outstanding
stock prior to making any public disclosure regarding its control
intent and without paying a control premium.  Krispy Kreme
believes the new Rights Plan, like the existing Rights Plan, will
provide the Board of Directors with negotiating leverage if a
third party offers to acquire the Company at a price that would
not provide shareholders with the full value of their investment.
The issuance of the rights has no dilutive effect, will not affect
reported earnings per share and is not taxable to Krispy Kreme or
its shareholders," said Jim Morgan, Chairman of the Board of
Directors and Chief Executive Officer of the Company.

In connection with the adoption of the new Rights Plan, the
Company's Board of Directors declared a dividend of one right on
each outstanding share of the Company's common stock.  The
dividend will be paid on January 19, 2010 to shareholders of
record on January 18, 2010.  The rights will trade with, and be
represented by, the existing common stock and no further action by
shareholders is necessary unless and until a triggering event
occurs and the rights become exercisable.  Should the rights
become exercisable, the Company will notify shareholders.

The mechanics of the new Rights Plan are similar to the existing
Rights Plan.  In general terms, and as in the existing Rights
Plan, the rights that will be issued under the new Rights Plan are
not exercisable until such time as a person or group becomes the
beneficial owner of 15% or more of the Company's common stock
immediately following the expiration of the existing Rights Plan.
The rights may cause substantial dilution to a person or group
that acquires 15% or more of the Company's common stock unless the
rights are first redeemed by the Board of Directors.  Unlike the
existing Rights Plan (which had a 10-year term), the new Rights
Plan only has a three-year term.

A letter to shareholders regarding the Rights Plan and a summary
of certain terms of the Rights Agreement will be mailed to
shareholders on or about January 19, 2010.

                       About Krispy Kreme

Based in Winston-Salem, North Carolina, Krispy Kreme Doughnuts
Inc. (NYSE: KKD) -- http://www.KrispyKreme.com/-- is a retailer
and wholesaler of doughnuts.  The company's principal business,
which began in 1937, is owning and franchising Krispy Kreme
doughnut stores where over 20 varieties of doughnuts are made,
sold and distributed and where a broad array of coffees and other
beverages are offered.

Kremeworks, LLC, which is 25%-owned by KKDI, has failed to comply
with certain financial covenants related to its indebtedness, a
portion of which matured, by its terms, in January 2009.
Kremeworks has requested that the lender waive the loan defaults
resulting from the covenant violations and refinance the maturing
indebtedness.  In the event the lender is unwilling to do so and
declares the entire indebtedness immediately due and payable, the
Company could be required to perform under its guarantee.

Krispy Kreme Doughnuts said Kremeworks could have insufficient
cash flows from its business to service the indebtedness even if
it is refinanced, which might require capital contributions to
Kremeworks by the Company and the majority owner of Kremeworks --
which has guarantees of the Kremeworks indebtedness roughly
proportionate to those of the Company -- for Kremeworks to comply
with the terms of the any new loan agreement.

                          *     *     *

As reported by the Troubled Company Reporter on September 30,
2009, Standard & Poor's Ratings Services revised its ratings
outlook on Krispy Kreme Doughnuts to stable from negative.  The
outlook revision incorporates S&P's expectation that the company
will have adequate liquidity in the near term based on S&P's
expectation of its performance in the near term, its current cash
position, and covenant cushion.  S&P affirmed the 'B-' corporate
credit rating.  While the sales pressure will continue, S&P
expects the declines to decelerate and profitability to somewhat
stabilize or, at the very least, allow the company to remain
covenant compliant in the current and next fiscal year.


LAKE AT LAS VEGAS: Unsec. Creditors to Get 10% from Lawsuits
------------------------------------------------------------
Lake at Las Vegas Joint Venture, LLC, and its debtor-affiliates
filed with the U.S. Bankruptcy Court for the District of Nevada an
amended Plan of Reorganization and explanatory Disclosure
Statement.

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

The Debtors propose a hearing on the adequacy of information in
their Disclosure Statement on February 16, 2010, at 1:30 p.m.
(Pacific time.)

According to the amended Disclosure Statement, the Plan provides
for holders of general unsecured claims to receive their ratable
share of a $1 million fund (after expenses) and up to 10% of the
net proceeds of the Debtors' litigation claims.

As reported in the Troubled Company Reporter on October 15, 2009,
general unsecured creditors will receive their ratable share of a
$1 million fund and the 6-2/3% share of the litigation recoveries
from the creditor trust.

Solely for the purposes of the Plan, the assets, claims, and
affairs of the Debtors and their estates will be substantively
consolidated.  In effect, all general unsecured creditors
accepting the Plan will receive the same ratable distribution,
without regard to which Debtor they have a claim against.

A Creditor Trust will be created to hold and prosecute the
Debtors' claims against the former insiders and certain avoidance
actions, including fraudulent transfer and preference actions.

Obligations required to be satisfied in cash under the Plan on and
after the Effective Date will  be satisfied from the Reorganized
Debtors' cash on hand, including the remaining proceeds of the
DIP Facility, the lease or sale of assets, revenues, and the
proceeds of the exit facility.

A full-text copy of the Disclosure Statement is available at:

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

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

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


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

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


LAMBERT PROPERTIES: Court Establishes March 16 as Claims Bar Date
-----------------------------------------------------------------
The Hon. Margaret A. Mahoney of the U.S. Bankruptcy Court for the
Southern District of Alabama has established March 16, 2010, as
the last day for persons and entities to file proofs of claim
against Lambert Properties, LLC.

The Court also set June 28, 2010, as governmental bar date.

Loxley, Alabama-based Lambert Properties, LLC, operates a real
estate business.  The Company filed for Chapter 11 on Oct. 27,
2009 (Bankr. Case S.D. Ala. No. 09-14987).  Barry A. Friedman,
Esq., at Barry A. Friedman and Associates P.C., represents the
Debtor in its restructuring effort.  The Debtor did not file a
list of its 20 largest unsecured creditors when it filed its
petition.  In its petition, the Debtor listed assets and debts
both ranging from $1,000,001 to $10,000,000.


LAMBERT PROPERTIES: Files List of Largest Unsecured Creditors
-------------------------------------------------------------
Lambert Properties, LLC, filed with the U.S. Bankruptcy Court for
the Southern District of Alabama a list of its largest unsecured
creditors, disclosing:

   Entity                                        Claim Amount
   ------                                        ------------
Gary S. Lambert, Sr.                             $3,800,000
1103 N. Hickory St., Suite C
Loxley, AL 36551-4457

Baldwin County Revenue Commission                    $15,489
1705 S. U.S. Highway 31
Bay Minette, AL 36507-2614

Loxley, Alabama-based Lambert Properties, LLC, operates a real
estate business.  The Company filed for Chapter 11 on Oct. 27,
2009 (Bankr. Case S.D. Ala. No. 09-14987).  Barry A. Friedman,
Esq., at Barry A. Friedman and Associates P.C., represents the
Debtor in its restructuring effort.  The Debtor did not file a
list of its 20 largest unsecured creditors when it filed its
petition.  In its petition, the Debtor listed assets and debts
both ranging from $1,000,001 to $10,000,000.


LANDAMERICA FIN'L: McGuireWoods Gets $2.7MM in Fees for June-Aug.
-----------------------------------------------------------------
Judge Huennekens has allowed the fee applications of these
professionals employed in LandAmerica Financial Group Inc.'s
Chapter 11 cases for the interim period ending August 2009 in
these amounts:

A. Debtors' Professionals

Professional          Period         Fees       Expenses
------------         ---------    ----------    --------
Willkie Farr &       06/01/09-    $2,478,163    $115,329
Gallagher LLP        08/31/09

McGuireWoods LLP     06/31/09-     2,772,511      48,527
                     08/31/09

McGrath North Mullin 12/01/08-         4,676         740
& Kratz, PC LLO      08/31/09

Deloitte Tax LLP     03/23/09-       517,964      11,489
                     08/31/09

Williams, Mullen,    06/01/09-        38,373          66
Clark & Dobbins,     08/31/09
P.C.

B. Official Committee of Unsecured Creditors' Professionals

Professional          Period          Fees      Expenses
------------         --------      ---------    --------
Bingham McCutchen    06/01/09-    $1,719,206     $63,811
LLP                  08/31/09

LeClairRyan, A       06/01/09-       404,412      43,810
Professional         08/31/09
Corporation

Alvarez & Marsal     06/01/09-       747,189      44,041
North America, LLC   08/31/09
and Alvarez &
Marsal Dispute
Analysis &Forensic
Services, LLC

Protiviti Inc.       06/31/09-       378,069      11,611
                     08/31/09

Tavenner & Beran,    06/01/09-        89,432         703
PLC                  08/31/09

                   About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LEHMAN BROTHERS: Gets Nod to Sell Asset-Backed Securities
---------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors obtained
approval of the U.S. Bankruptcy Court for the Southern District
of New York to sell their asset-backed securities.

LBHI is the beneficial owner of 56 separate series of asset-
backed securities issued by dozens of trusts that hold pools of
residential mortgage loans, commercial mortgage loans,
collateralized loan obligations, and other obligations originated
in, among other places, Australia, Italy, Korea, Spain and the
United Kingdom.

In an order dated January 14, 2010, the Court authorized LBHI to
direct Neuberger Berman Fixed Income LLC to take all management
actions with respect to the securities.  Neuberger, however, is
not permitted to purchase securities in connection with corporate
actions, restructuring and other work-out activity without the
prior written authorization of LBHI, the Court ruled.

The Court also authorized LBHI to enter into and to direct
Neuberger, on its behalf, to enter into hedging transactions and
to post cash, securities or other collateral up to $55 million in
the aggregate in connection with those transactions.

Purchasers of the securities will take title of the securities
free and clear of all liens, claims, encumbrances and other
interests, the court order said.

Prior to the approval, U.S. Bank National Association filed a
statement in Court demanding LBHI to disclose the list of
securities they proposed to sell to allow concerned parties to
determine whether they have any claims or interests in those
securities.  U.S. Bank complained that LBHI did not provide
sufficient information to enable the bank to determine whether
the relief requested affects its rights or interests in the
securities.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Gets Approval of Claims Objection Procedures
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved the Debtors' proposed process for filing objections
to and settlement of claims.

In the interest of expediting the process of reconciling the more
than 65,000 claims filed against the Debtors as well the more
than 46,000 claims scheduled by the Debtors, and reducing the
administrative and financial burden imposed on the Court and the
Debtors' estates, the Debtors sought approval of certain
procedures to: (i) object to Filed Claims and (ii) settle certain
claims without further Court approval.

The Court ruled that the terms of the order will have no effect
on the claims of those creditors that opposed the proposed
process until their objections are heard.

The opposing creditors include U.S. Bank N.A.; Societe Generale
and Canadian Imperial Bank of Commerce; Bundesverband deutscher
Banken e.V.; Rogge Global Partners PLC; Banco Bilbao Vizcaya
Argentaria S.A.; Bank of New York Mellon; International Bank for
Reconstruction and Development; Federal National Mortgage
Association; Federal Home Loan Mortgage Corporation and a group
of holders of guaranteed notes who are represented by Boston-
based Sullivan & Worcester LLP.

U.S. Bank objected to the proposed procedures on grounds that
they require creditors to provide evidence to the Debtors
"without receipt of any meaningful objection" and provide
"inadequate time for a meaningful defense" of their claims.

"They impermissibly adjust the burdens which normally apply in
the claims objection process, affording the Debtors an unfair
litigation advantage in the claims resolution process," U.S.
Bank's attorney, Ann Acker, Esq., at Chapman and Cutler LLP, in
New York, said in court papers.

Ms. Acker also complained that the process is unfair to claimants
who have already expended significant resources to provide the
Debtors with detailed support for filed claims.

With respect to the proposed settlement process, Ms. Acker
suggested, among other things, that it should require the
approval of the Official Committee of Unsecured Creditors in
advance of the consummation of a settlement with U.S. Bank.

Meanwhile, The Bank of New York Mellon, et al. opposed the
proposed process on grounds that the process does not provide
creditors with adequate notice or an opportunity to be heard
before the Court rules on claims objections; would require
creditors to respond in extensive detail and on a very short
timeline to cursory omnibus objections containing no supporting
detail, among other reasons.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Proposes to Settle Adams Golf Securities Lawsuit
-----------------------------------------------------------------
On or about June 11, 1999, certain individuals who had bought
Adams Golf Inc. shares in or traceable to its July 9, 1998
initial public offering filed a class action complaint with the
U.S. District Court of the District of Delaware against Adams
Golf, officers and three underwriters of the public offering.
The complaint alleged violations of the Securities Act of 1933.

Although Lehman Brothers Inc. was the Lehman unit that served as
underwriter in connection with the public offering, the complaint
named Lehman Brothers Holdings Inc. as one of the defendants.
LBI was not named a party to the lawsuit.  Due to the
commencement of LBHI's chapter 11 case, the lawsuit was stayed
against LBHI.

On or about September 22, 2009, in connection with the lawsuit,
the representatives of the plaintiffs filed five proofs of claims
in LBHI's bankruptcy case.

After almost 10 years of litigation and discovery, the parties
reached an agreement to settle the lawsuit and offered LBHI and
LBI the opportunity to participate without any cost to either
estate.

Pursuant to the Settlement Agreement, the plaintiffs will release
all claims asserted or that could have been asserted against LBHI
and LBI in connection with the lawsuit including disallowance and
expungement of the proofs of claims in exchange for payment to be
made by the remaining defendants.

Both LBHI and LBI will not also be liable for any payment
obligation with respect to the settlement.  However, they will be
required to release nominal indemnification claims for fees and
costs incurred in connection with defending the lawsuit, which
ceased accruing as of the bankruptcy filing because of the
automatic stay.

Specifically, the Settlement Agreement provides that:

  (1) LBHI's and the trustee's entry into the Settlement
      Agreement is subject to the entry of a final
      non-appealable order in the Chapter 11 cases and LBI's
      liquidation proceeding under the Securities Investor
      Protection Act that approves LBHI's and LBI's entry into
      the Settlement Agreement and the release of any
      indemnification claims they may have with respect to the
      lawsuit; and approves the so-called "claim disallowance."

  (2) Once a final non-appealable order approving the Settlement
      Agreement is entered in the District Court, the
      underwriters implicated in the lawsuit including LBHI and
      LBI will release any claim for indemnification against
      Adams Golf or the other underwriters relating to the
      lawsuit.

  (3) Upon issuance of the final non-appealable order, any
      proofs of claim identified by LBHI, the trustee on behalf
      of LBI, or any other debtor that have been filed or may be
      filed in the Chapter 11 cases or in the SIPA proceeding by
      a member of the class seeking damages arising from or
      relating to the claims resolved by the Settlement
      Agreement will be deemed disallowed and expunged from the
      applicable claims register to the extent the holder of
      that claim has not opted out of the class.  Such claim
      disallowance will occur upon notice by LBHI, the trustee
      on behalf of LBI or any other Debtor to their respective
      claims agent.

A full-text copy of the Settlement Agreement is available for
free at http://researcharchives.com/t/s?4d98

Accordingly, LBHI and James Giddens, LBI's trustee, sought and
obtained an order from the U.S. bankruptcy Court for the Southern
District of New York, approving the Settlement Agreement.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: LBSF Sues Millennium to Claim $99-Mil. Payment
---------------------------------------------------------------
Lehman Brothers Special Financing Inc. has sued Millennium U.S.A.
LP and Millennium Management LLC to compel them to pay as much as
$99 million to the company.

The suit came after the defendants allegedly refused to pay the
money to LBSF for the redemption of its capital contribution,
which represents its partnership interest in Millennium USA.

LBSF was one of the limited partners of Millennium USA, a New
York-based partnership, which invests capital in Millennium
Partners L.P.  As limited partner, LBSF is entitled to withdraw
the capital it contributed to Millennium USA pursuant to the
terms of their partnership agreement.

The defendants allegedly are using the claim of Millennium
Partners against LBSF to evade payment of the $99 million,
according to LBSF's attorney, Lori Fife, Esq., at Weil Gotshal &
Manges LLP, in New York.  Ms. Fife, however, says that the
defendants are asserting "patently unlawful and non-mutual setoff
rights" against LBSF.

"LBSF has a claim against Millennium USA, but Millennium USA has
no claim against LBSF, which it could permissibly use to setoff
against its obligation to LBSF," she points out.

Ms. Fife says the setoff would deprive LBSF of its claim against
Millennium USA and transform Millennium Partners' unsecured claim
into a secured claim by way of setoff in violation of the
bankruptcy laws.

LBSF asks the U.S. Bankruptcy Court for the Southern District of
New York to declare the unlawfulness of the setoff, and require
Millennium USA to turn over the money.

In connection with the filing of its complaint, LBSF sought and
obtained court approval to file under seal a set of documents
containing confidential information, which serve as exhibits to
the complaint.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LIN TV: GAMCO Investors, et al., Disclose 19.05% Stake
------------------------------------------------------
GGCP, Inc.; GAMCO Investors, Inc.; Gabelli Funds, LLC; GAMCO Asset
Management Inc.; Teton Advisors, Inc.; Gabelli Securities, Inc.;
Gabelli & Company, Inc.; MJG Associates, Inc.; Gabelli Foundation,
Inc.; MJG-IV Limited Partnership; and Mario Gabelli disclosed
beneficial ownership of in the aggregate 5,488,664 shares,
representing 19.05%, of the common stock of LIN TV Corp.

LIN TV Corp., together with its subsidiaries, including LIN
Television Corporation, is a television station group operator in
the United States.

At September 30, 2009, the Company had $772,706,000 in total
assets against $961,119,000 in total liabilities.  At September
30, 2009, the Company reported accumulated deficit of
$1,240,739,000, accumulated other comprehensive loss of
$33,562,000, and stockholders' deficit of $188,413,000.

On November 12, 2009, LIN TV was notified by the New York Stock
Exchange that the Company had regained compliance with the NYSE's
continued listing standards.  The Company had received a non-
compliance notification from the NYSE on January 8, 2009, because
the average market capitalization of the Company's Class A common
stock over a consecutive 30 trading-day period was less than
$75 million.  The November 12, 2009 notice from the NYSE was
delivered following the Company's compliance with the NYSE minimum
market capitalization requirements over the prior two consecutive
quarters.


LINEAR TECHNOLOGY: Names Ex-Mayor Agnos, Gordon to Board
--------------------------------------------------------
Linear Technology Corporation said Arthur Agnos, former mayor of
San Francisco; and John Gordon, Senior Investment Officer of State
Farm Insurance Companies have been named to the Company's Board of
Directors.

Messrs. Agnos and Gordon will receive compensation for service on
the Board of Directors in accordance with the Company's standard
compensatory arrangement for non-employee directors.  The Company
currently pays each non-employee director an annual retainer of
$45,000 and a fee of $1,500 for each meeting attended.  The Board
of Directors also awarded each of Messrs. Agnos and Gordon a
restricted stock grant to purchase 3,000 shares of common stock at
an exercise price of $0.001 per share.  These restricted stock
grants vest in full one year from the date of grant.  The Board of
Directors has established a policy that directors hold at least
50% of the shares granted as restricted stock for five years,
unless the director ceases to be a director prior to that time.
Messrs. Agnos and Gordon will also enter into a director
indemnification agreement with the Company in the form previously
filed with the SEC.

According to Robert H. Swanson, Jr., Executive Chairman of the
Board of Linear Technology, "We are honored to be adding both Art
Agnos and John Gordon to our Board of Directors.  They bring to
our Board a wealth of experience in both the public and private
sectors and complement the talents we presently have on our Board.
Art Agnos will serve on both the Nominating and Compensation
Committees of the Board of Directors and John Gordon will serve on
the Audit and Nominating Committees.

Their addition to the Company's Board of Directors brings the
total number of directors to seven, five of whom are independent."

Linear Technology Corporation (NASDAQ-LLTC) --
http://www.linear.com/-- manufactures high performance linear
integrated circuits, including high performance amplifiers,
comparators, voltage references, monolithic filters, linear
regulators, DC-DC converters, battery chargers, data converters,
communications interface circuits, RF signal conditioning
circuits, uModuleO products, and many other analog functions.

As of December 27, 2009, the Company had $1.51 billion in total
assets against total current liabilities of $133.71 million,
convertible senior notes of $1.28 billion, deferred tax and other
long-term liabilities of $207.86 million, resulting in
stockholders' deficit of $114.32 million.


LINEAR TECHNOLOGY: Posts $75.5MM Net Income for Dec. 27 Quarter
---------------------------------------------------------------
Linear Technology Corporation reported financial results for the
quarter ended December 27, 2009.  Revenue of $256.4 million for
the second quarter of fiscal year 2010 increased $20.2 million or
9% compared to the previous quarter's revenue of $236.1 million
and increased $7.2 million or 3% over $249.2 million reported in
the second quarter of fiscal year 2009.  Net income of
$75.5 million increased $14.8 million or 24% over the first
quarter of fiscal year 2010 and decreased $10.7 million or 12%
from the second quarter of fiscal year 2009 which had a gain on
the early retirement debt of $14.6 million and a lower tax rate of
20.7% compared to 24.5% this quarter.

As of December 27, 2009, the Company had $1.51 billion in total
assets against total current liabilities of $133.71 million,
convertible senior notes of $1.28 billion, deferred tax and other
long-term liabilities of $207.86 million, resulting in
stockholders' deficit of $114.32 million.

During the December quarter the Company's cash, cash equivalents
and marketable securities balance increased by $33.0 million to
$942.5 million.  The Company is increasing its quarterly dividend
from $0.22 per share to $0.23 per share.  This marks the 18th
consecutive year the Company has increased its dividend.  The cash
dividend of $0.23 per share will be paid on February 24, 2010, to
stockholders of record on February 12, 2010.

According to Lothar Maier, CEO, "The Company began to recover from
the global recession in the first quarter, but we continued to be
relatively cautious as we entered the second quarter given the
economic climate and level of uncertainty among our customers.
However, the recovery continued throughout the second quarter and
we experienced stronger than expected bookings with particular
strength in the industrial, communication and computer end-
markets.   This allowed us to beat the high end of our second
quarter revenue guidance as we grew revenues $20.2 million or 9%
sequentially.  In addition, higher gross margins and tight
operating expense controls resulted in a 16% increase in our
operating income, thereby increasing our operating margin to 45.1%
of sales, up from 42.2% last quarter.

"Our factories continue to execute well, enabling us to maintain
low lead times which allows our customers to place orders on us
close to their demand requirements.  Strong second quarter
bookings and a related postive book-to-bill ratio that was higher
than we have experienced in the past several quarters, leads us to
be optimistic as we enter our third quarter.  As a result, we are
forecasting revenue growth for our third fiscal quarter in the
range of 7% to 10% over our second fiscal quarter."

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

Linear Technology Corporation (NASDAQ-LLTC) --
http://www.linear.com/-- manufactures high performance linear
integrated circuits, including high performance amplifiers,
comparators, voltage references, monolithic filters, linear
regulators, DC-DC converters, battery chargers, data converters,
communications interface circuits, RF signal conditioning
circuits, uModuleO products, and many other analog functions.


LUNT SILVERSMITH: Agrees to Sell Assets to Reed and Barton
----------------------------------------------------------
According to giftsanddec.com, Lunt Silversmiths Inc. entered into
a stalking-horse agreement to assets, including inventory,
intellectual property and customer and supplier records to Reed
and Barton, absent higher and better bids.  Interested purchasers
have until Feb. 8, 2010, to submit competing bids for Lunt's
assets.  Lunt Silversmiths Inc. filed for Chapter 11 protection in
December 2009.  The Company listed assets and debts of about $3
million each.


LYONDELL CHEMICAL: Retains Exclusive Ch. 11 Plan Rights
-------------------------------------------------------
Law360 reports that a federal judge ruled on Tuesday that Lyondell
Chemical Co. will retain the exclusive right to file its own
reorganization plan until April 15, in spite of rumblings from the
company's unsecured creditors committee.

Lyondell had requested a September 6 extension of the period
within which they may solicit acceptances of a plan of
reorganization from December 15, 2009, to September 6, 2010.

In the Debtors' request for a extension, Andrew M. Troop, Esq., at
Cadwalader, Wickersham & Taft LLP, in New York, points out that
the unresolved litigation brought by the Official Committee of
Unsecured Creditors against the Debtors' prepetition lenders and
directors stands in the way of concluding the necessary
prerequisites to the Debtors' successful exit from Chapter 11.

The Creditors Committee pointed out that the Debtors have offered
no justification for a 265-day extension of the exclusive period
during which they may solicit acceptances of a plan of
reorganization.  The Committee said that fault lies with the Ad
Hoc Group of Senior Secured Lenders that has threatened to block
confirmation of any plan that would allow the Debtors to exit
bankruptcy while the Committee Action remained pending against
them.  According to the Creditors Committee, the Ad Hoc Group's
purpose has been to pressure the Debtors to settle the Committee's
claims against the financing party defendants in the Committee
lawsuit regardless of the Committee's lack of consent.

                     About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


MADISONVILLE TRACE: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Madisonville Trace, L.L.C.
        119 Highway 1077
        Madisonville, LA 70447

Bankruptcy Case No.: 10-10133

Chapter 11 Petition Date: January 19, 2010

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtor's Counsel: Eugene B. Gerdes, III, Esq.
                  Post Office Box 2862
                  Hammond, LA 70404
                  Tel: (985) 345-9404
                  Fax: (985) 543-0434
                  Email: gerdeslaw@i-55.com

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

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

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

            http://bankrupt.com/misc/laeb10-10133.pdf

The petition was signed by Frank P. Letellier II, managing member
of the Company.


MAGNA ENTERTAINMENT: Sale Hearing Adjourned
-------------------------------------------
BankruptcyData reports that Magna Entertainment filed with the
U.S. Bankruptcy Court a second notice of adjournment of the
auction and sale hearing for its Maryland Jockey Club. The new
hearing date is February 26, 2010.

In addition, the Mayor and City Council of Baltimore filed with
the U.S. Bankruptcy Court an emergency motion to compel disclosure
of the private sale or for continuance of the sale hearing
previously scheduled for January 25, 2010.

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., are the
Debtors' local counsel.  Miller Buckfire & Co. LLC is the Debtors'
investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent for the Debtors.

Magna Entertainment Corp. had total assets of $1.054 billion and
total liabilities of $947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MARKET STREET: Taps Lugenbuhl Wheaton as Bankruptcy Counsel
-----------------------------------------------------------
Market Street Properties, LLC, asks the U.S. Bankruptcy Court for
the Estern District of Louisiana for permission to employ
Lugenbuhl, Wheaton, Peck, Rankin & Hubbard as counsel.

Lugenbuhl will represent the Debtor in the Chapter 11 case.

The hourly rates of Lugenbuhl's personnel are:

     Attorneys                  $200 - $350
     Paralegals                     $90
     Steward Peck                  $350
     Christopher T. Caplinger      $250
     Benjamin Kadden               $215

Lugenbuhl received a $43,396 retainer for services to be rendered
to the Debtor.

To the best of the Debtor's knowledge, Lugenbuhl is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

     Lugenbuhl, Wheaton, Peck, Rankin & Hubbard
     601 Poydras Street, Suite 2775
     New Orleans, LA 70130
     Tel: (504) 568-1990
     Fax: (504) 529-7418

Oceanside, New York-based Market Street Properties, LLC, filed for
Chapter 11 bankruptcy protection on December 23, 2009 (Bankr. E.D.
La. Case No. 09-14172).  Christopher T. Caplinger, Esq., who has
an office in New Orleans, Louisiana, assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


MEAD JOHNSON: To Release Fourth Quarter Earnings on Jan. 28
-----------------------------------------------------------
Mead Johnson Nutrition Company will release its fourth quarter
2009 earnings on January 28, 2010, before the market opens.  The
company will host a conference call at 8:30 a.m. CST that same day
during which company executives will review fourth quarter
financial results and respond to questions from analysts and
investors.

The call will be broadcast over the Internet at
http://www.meadjohnson.com/ To listen to the call, go the Web
site and click on "Investors." Security analysts and investors
wishing to participate by telephone should call 1-877-440-5803,
pass code: Mead Johnson. Callers outside of North American should
call +1-719-325-4806, to be connected.  A replay of the conference
call will be available through midnight CST Thursday, Feb. 4,2010,
by calling 1-888-203-1112 or +1-719-457-0820, pass code: 5523124.
The replay will also be available at http://www.meadjohnson.com/

Effective January 7, 2010, the certificate of incorporation of
Mead Johnson Nutrition was amended and restated pursuant to the
Second Amended and Restated Certificate of Incorporation of MJN.
The Second Amended and Restated Certificate of Incorporation
effects these changes, among others:

     (1) eliminates all references to MJN's class B common stock
         and related provisions and reclassifies MJN's class A
         common stock as common stock;

     (2) makes Section 203 of the Delaware General Corporation Law
         applicable to MJN;

     (3) clarifies that members of MJN's board of directors can be
         removed by MJN's stockholders with or without cause;

     (4) conforms the exculpatory provisions of MJN's certificate
         of incorporation to Section 102(b)(7) of the Delaware
         General Corporation Law;

     (5) limits mandatory indemnification to directors and
         officers and makes indemnification of employees and
         agents permissive; and

     (6) eliminates obsolete references to Bristol-Myers Squibb
         Company, a Delaware corporation, MJN's former majority
         stockholder.

                        About Mead Johnson

Glenview, Illinois-based Mead Johnson Nutrition Company (NYSE:
MJN) -- http://www.meadjohnson.com/-- manufactures, distributes
and sells infant formulas, children's nutrition and other
nutritional products.  MJN has a broad product portfolio, which
extends across routine and specialty infant formulas, children's
milks and milk modifiers, pediatric vitamins, dietary supplements
for pregnant and breastfeeding mothers, and products for metabolic
disorders.  The products are generally sold to wholesalers and
retailers and are promoted to healthcare professionals, and, where
permitted by regulation or policy, directly to consumers.

As of September 30, 2009, the Company had $1,964,300,000 in total
assets against total liabilities of $2,661,800,000, resulting in
shareholders' deficit of $709,200,000.


MGT RESTAURANT: Files for Bankruptcy to Improve Financial Status
----------------------------------------------------------------
Becky Bowers at St. Petersburg Times says MGT Restaurant Group
filed for Chapter 11 bankruptcy in the U.S. Bankruptcy Court in
Tampa to improve its financial strength.  The Company listed debts
of between $500,000 and $1 million.  The company said it owes
$390,000 in loan to PNC Bank in Pittsburg, and $170,000 in unpaid
rent to STP Redevelopment II of Clearwater, he adds.

MGT Restaurant Group dba Atlanta Bread Co. operates a restaurant.


MITEL NETWORKS: Moody's Reports Positive View on Public Offering
----------------------------------------------------------------
Moody's Investors Service said Mitel Networks Corporation's
proposed initial public offering of common shares could have
positive credit implications if successfully completed.

Moody's most recent rating action concerning Mitel was taken on
September 1, 2009, at which time the company's CFR and PDR were
downgraded to Caa1 and the outlook was changed to negative.

Based in Ottawa, Ontario, Canada, Mitel Networks provides
integrated Internet protocol based enterprise telephony solutions
for small and medium sized businesses.


MONEYGRAM INT'L: Inks Separation Deal with Ex-CFO Jeffrey Woods
---------------------------------------------------------------
Jeffrey R. Woods, Executive Vice President and Chief Financial
Officer of MoneyGram International, Inc., and MGI have entered
into a Separation Agreement and Release of All Claims, dated as of
January 15, 2010, pursuant to which Mr. Woods' employment with MGI
ceased effective January 15, 2010.

Mr. Woods left the Company for personal reasons.

Under the Separation Agreement, contingent upon Mr. Woods signing
a release of claims, Mr. Woods will receive these benefits: (i)
$440,000 as salary severance payable in six equal monthly
installments following Mr. Woods' separation from service; and
(ii) continuation of health and life insurance coverage through
January 15, 2011.  Under the terms of Mr. Woods' employment offer
letter dated July 28, 2009, for fiscal year 2009, Mr. Woods was
eligible to receive a guaranteed bonus equal to 50% of his Base
Target Bonus of $264,000.  Therefore, Mr. Woods will also receive
$132,000 as bonus severance payable in a lump sum when annual
Management and Line of Business Incentive Plan bonuses are paid to
other MIP participants for fiscal year 2009.  The Separation
Agreement provides for mutual non-disparagement obligations and
provides that Mr. Woods continues to be bound by the obligations
set forth in the Employee Trade Secret, Confidential Information
and Post-Employment Restriction Agreement between Mr. Woods and
MGI.

On December 22, 2009, MoneyGram made an optional $40 million
prepayment on its tranche B term loan under the senior secured
credit facility.  Including this latest payment, MoneyGram will
have paid $187 million toward its outstanding debt obligation in
2009.  This represents a 19% decrease in the company's total
outstanding debt since January 1, 2009.

                   About MoneyGram International

Minneapolis, Minnesota, MoneyGram International (NYSE:MGI) --
http://www.moneygram.com/-- offers more control and more choices
for people separated by distance or with limited bank
relationships to meet their financial needs.  MoneyGram helps
consumers to pay bills quickly and safely send money around the
world in as little as 10 minutes.  Its global network is comprised
of 180,000 agent locations in nearly 190 countries and
territories.  MoneyGram's convenient and reliable network includes
retailers, international post offices and financial institutions.

At September 30, 2009, the Company had $5.90 billion in total
assets against $5.94 billion in total liabilities and
$830.9 million in total mezzanine equity, resulting in
$863.8 million in stockholders' deficit.


MONACO COACH: Former Execs Seek To Nix Dealer's Price Suit
----------------------------------------------------------
Law360 reports that former executives of the Monaco Coach Corp.
have asked a judge to throw out an antitrust suit lodged by Giant
Inland Empire RV Center Inc., a dealer accusing the liquidating
manufacturer of engaging in price discrimination by selling its
wares to a competing dealer at bargain prices.

Monaco Coach Corporation, a national manufacturer of motorized and
towable recreational vehicles, is ranked as the number one
producer of diesel-powered motorhomes.  Headquartered in Coburg,
Oregon, with manufacturing facilities in Oregon and Indiana, the
Company offers a variety of RVs, from entry-level priced towables
to custom-made luxury models under the Monaco, Holiday Rambler,
Safari, Beaver, McKenzie, and R-Vision brand names.  The Company
operates motorhome-only resorts in California, Florida, Nevada and
Michigan.  Monaco Coach is listed on the Pink Sheets under the
symbol "MCOAQ".

As of September 27, 2008, the Company had $442.1 million in total
assets and $208.8 million in total liabilities.

Monaco Coach Corporation and its affiliates filed for Chapter 11
on March 5 (Bankr. D. Del., Lead Case No. 09-10750).  Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones LLP, serve as the Debtors' counsel.  Dennis A. Meloro,
Esq., Diane E. Vuocolo, Esq., Donald J. Detweiler, Esq., Kevin
Finger, Esq., Monica Loftin Townsend, Esq., and Sean Bezark, Esq.,
at Greenberg Traurig, LLP, represent the official committee of
unsecured creditors.  Omni Management Group LLC serves as the
Debtors' claims, balloting, noticing and administrative agent.


MORRIS PUBLISHING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Morris Publishing Group, LLC
           dba Albion Shopper
           dba Allegan Flashes Shopping Guide
           dba Ardmore Daily Ardmoreite
           dba Arlington Sun
           dba Arkansas City Travelers
           dba Auburndale Shopper
           dba Bartow Shopper
           dba Blue Springs Examiner, LLC, a Missouri LLC
           dba Blue Springs Examiner
           dba Bluffton Today
           dba Boat Broker
           dba Brainerd Dispatch
           dba Broadcast Direct Marketing
           dba Bryan County Now
           dba Bulleyes Marketing
           dba Capital City Weekly
           dba Car Paper
           dba Career Paper
           dba Central Florida Manufactured Home
           dba Cimarrone Living (Florida Times)
           dba CJExtra (Topeka)
           dba Clay Sun
           dba Clay County Line
           dba The Citizen News
           dba Coastal Castles
           dba Coastal Cruising
           dba Coastal Senior
           dba Coastal Bride
           dba Columbus Area Choice
           dba County Lines
           dba Conway
           dba Destination Media
           dba Discover Jacksonville
           dba Dispatch News
           dba Dodge City Daily Globe
           dba Drift
           dba Drive
           dba Echo Publishing and Printing
           dba Echoland Metro
           dba Echoland/Piper Shopper
           dba Eco Latino
           dba Effingham Now
           dba Employment Now
           dba Events Magazine
           dba First Coast Home Finder
           dba Flashes Publishers
           dba Flashes Shopping Guide
           dba Flashes Quad-Cities Shopper
           dba Frenship Today.com
           dba The Girard Press
           dba Glenwood Post
           dba Grand Island Independent
           dba H Magazine: The Pulse of Today's Health
           dba Hamilton Herald
           dba The Hampton County Guardian
           dba Hannibal Courier-Post
           dba Heartland Shopper
           dba Heartland Delivery
           dba Hers Kansas
           dba Her Voice (Winter Haven)
           dba Her Voice (Grand Island)
           dba Her Voice (Brainerd)
           dba Hillsdale Daily News
           dba Holland Flashes
           dba Holland Sentinel
           dba The Examiner of Independence, LLC, a Missouri LLC
           dba The Examiner of Independence
           dba Inside the Gate (Florida Times)
           dba The Jasper Shopper
           dba JAX AirNews
           dba Jaxpack Direct
           dba Kalamazoo Express
           dba Kalamazoo Flashes
           dba Kings Bay Periscope
           dba La Estrella
           dba Lake Wales Shopper
           dba Lake County Echo
           dba Lakeland Homefinder
           dba Lakeland Shopper
           dba Lake Country Echo
           dba Lake Shore Flashes
           dba Mandarin Sun
           dba Mayport Mirror
           dba Mid Nebraska Connection
           dba Midwest Postal
           dba Missouri Valley Shopper
           dba Morris Digital Library
           dba Nassau Sun
           dba Nassau Neighbor
           dba The Newton Kansan, LLC, a Kansas LLC
           dba The Newton Kansan
           dba Neighbor's Weekend (Brainerd)
           dba Norfolk Area Shopper
           dba North Hampton Living
           dba Northside Sun
           dba Northwest St. Johns
           dba Okatie Sun
           dba Oak Grove Shopper, LLC, a Missouri LLC
           dba Oak Grove Shopper
           dba Off The Record
           dba Palm Coast Neighborhood
           dba The People-Sentinel
           dba Pine River Journal
           dba Piper Shopper
           dba Pittsburg Morning Sun
           dba Quest for the Presidency
           dba Prairie Shopper
           dba Prairie Shopper Plus
           dba Redlands Marketing
           dba Ridge Shopper
           dba Rumble
           dba Salt River Journal
           dba Sampler
           dba Shawnee News-Star
           dba Senior Times
           dba She's OK!
           dba Skirt! Magazine
           dba Shoppers Weekly
           dba Shoppers Advantage
           dba Shorelines Sun
           dba Sourdough Sentinel
           dba South Hampton Living
           dba Southside Sun
           dba Smart Target
           dba Spotlight
           dba St. Augustine Best Read Where Quick Guide
           dba St. Johns Sun
           dba St. Johns Connection
           dba Stonehurst Plantation Living (Florida Times)
           dba Summit Morning News
           dba Sylvania Telephone
           dba The Extra
           dba The Florida Times-Union
           dba The Georgia Times-Union
           dba The News and Farmer and Wadley Herald
           dba The Jefferson Reporter
           dba The McDuffie Mirror
           dba The Polk Shopper
           dba The St. Augustine Record
           dba The Sunland Shopper
           dba Tip Off Shopping Guide
           dba Topeka Capital-Journal
           dba Town & Country Extra
           dba Trade and Transaction
           dba Trade West
           dba Visitor's Guide-St. Augustine
           dba Visitor's Guide-City of Jacksonville
           dba Visitor's Guide-St. Johns County
           dba Waters Edge
           dba West Michigan Senior Times
           dba Westside Sun
           dba Winter Haven News Chief
           dba Winter Haven Shopper
           dba York News-Times
           dba Zeeland Sentinel
           dba Zeeland Flashes
        725 Broad Street
        Augusta, GA

Bankruptcy Case No.: 10-10134

Debtor-affiliate filing separate Chapter 11 petitions:

    Entity                                 Case No.
    ------                                 --------
Morris Publishing Group, LLC          10-10134
Athens Newspapers, LLC               10-10135
Broadcaster Press, Inc.              10-10136
Florida Publishing Company           10-10137
Homer News, LLC                         10-10138
Log Cabin Democrat, LLC              10-10139
Morris Publishing Finance Company       10-10140
MPG Allegan Property, LLC             10-10141
MPG Holland Property, LLC             10-10142
Southeastern Newspapers Company, LLC 10-10143
Southwestern Newspapers Company, L.P. 10-10144
Stauffer Communications, Inc.             10-10145
The Oak Ridger, LLC                   10-10146
The Sun Times LLC                         10-10147
Yankton Printing Company             10-10148

Chapter 11 Petition Date: January 19, 2010

Court: United States Bankruptcy Court
       Southern District of Georgia

Judge: John S. Dalis

About the Business: Morris Publishing Group, LLC, is a privately
                    held media company based in Augusta, Ga.
                    Morris Publishing currently owns and operates
                    13 daily newspapers as well as nondaily
                    newspapers, city magazines and free community
                    publications in the Southeast, Midwest,
                    Southwest and Alaska. The petition says assets
                    and debts are $100 million to $500 million.

Debtors' Counsel: Mark A Berkoff, Esq.
                  Nicholas M Miller, Esq.
                  Deborah M Gutfeld, Esq.
                  NEAL, GERBER & EISENBERG LLP
                  Two North LaSalle Street, Suite 1700
                  Chicago, IL 60602-3801
                  Telephone: (312) 269-8000
                  Fax: (312) 269-1747

Debtors'
Co-Counsel:       James T. Wilson, Jr., Esq.
                  945 Broad Street, Suite 420
                  Augusta, GA 30901-1289
                  Telephone: (706) 722-4933
                  Fax: (706) 722-0472

Debtors'
Financial
Advisor:          Lazard Ltd.

Debtors'
Claims Processing
Agent:            Kurtzman Carson Consultants

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

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

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

            http://bankrupt.com/misc/gasb10-10134.pdf

Debtor's List of 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Wilmington Trust FSB       Indenture Trustee      $278,500,000
                           for 7% Senior
                           Subordinated Notes
                           Due 2013

Abitibi Consolidated       trade                  $365,000
Sales Corporation

Flint Group                trade                  $96,826

Yahoo Inc.                 trade                  $79,793

Boise Inc.                 trade                  $75,832

R.R. Donnelley             trade                  $40,019

Zones                      trade                  $34,406

Trend Offset Printing      trade                  $33,078

Donlen Corporation         trade                  $31,911

Adpay Inc.                 trade                  $22,376

Libredigital               trade                  $20,200

World Color (USA) Corp.    trade                  $18,656

Manistique Papers Inc.     trade                  $16,968

Eastman Kodak              trade                  $16,257

Doodad Southeast           trade                  $13,468

Hamilton Circ Supplies     trade                  $13,288

St. Moritz Building        trade                  $11,742
Services Inc.

Custom Business Systems    trade                  $8,863
LLC

Affinity Express           trade                  $8,501

Flashes Printing           trade                  $8,276

The petition was signed by Steve K. Stone, senior vice president
and chief financial officer of the Company.


NATIONAL CINEMEDIA: Names Earl Weihe as EVP and Operations Head
---------------------------------------------------------------
The Board of Directors of National CineMedia, Inc., on January 14,
2010, appointed Earl B. Weihe, 61, as Executive Vice President and
Chief Operations Officer.  Prior to this appointment, Mr. Weihe
served as Senior Vice President of Operations for National
CineMedia, LLC since July 2005.  From his original hire in March
2002 until July 2005, Mr. Weihe served as Vice President of
Operations for National CineMedia, LLC and its predecessor, Regal
CineMedia Corporation.

Thomas C. Galley, National CineMedia's former Executive Vice
President and Chief Technology and Operations Officer, left the
Company effective as of December 1, 2009.  Pursuant to a
Separation Agreement and Release and Consulting Agreement dated as
of December 2, 2009, Mr. Galley now performs consulting services
for the Company commencing on December 2 and ending February 27,
2012.

Mr. Galley will receive certain payments and benefits, including,
but not limited to: (i) payments equal to an aggregate sum of
$641,175.00, payable on such dates and in such amounts as set
forth in the Separation Agreement; and (ii) such bonus payments
under the 2009 Performance Bonus Plan as Mr. Galley would have
been entitled to had he continued to be employed by the Company.

During the term of the Separation Agreement and as set forth in
the Separation Agreement, Mr. Galley will continue vesting in a
certain portion of unvested stock options and shares of restricted
stock previously granted to him, subject to the terms of the 2007
Equity Incentive Plan, as amended, and achievement of the
specified cumulative "Free Cash Flow" targets, if applicable.

                     About National CineMedia

National CineMedia, Inc., is the holding company of National
CineMedia, LLC.  NCM LLC operates the largest digital in-theatre
network in North America, allowing NCM to distribute advertising,
Fathom entertainment programming events and corporate events under
long-term exhibitor services agreements with American Multi-Cinema
Inc., a wholly owned subsidiary of AMC Entertainment Inc.; Regal
Cinemas, Inc., a wholly owned subsidiary of Regal Entertainment
Group; and Cinemark USA, Inc., a wholly owned subsidiary of
Cinemark Holdings, Inc.  NCM LLC also provides such services to
certain third-party theater circuits under "network affiliate"
agreements, which expire at various dates.

As of October 1, 2009, the Company had $607,800,000 in total
assets against $1,112,300,000 in total liabilities.


NATIONAL CINEMEDIA: Board Grants Stock Options to Execs
-------------------------------------------------------
The Compensation Committee of National CineMedia, Inc.'s Board of
Directors, with the approval of the Board, on January 14, 2010,
granted stock options and performance-based restricted stock
awards to each of the Company's executive officers:

                        Number of
                        Shares of    Number of   Total
                        Restricted   Stock       Number of
   Name                 Stock        Options     Shares
   ----                 ----------   ---------   ---------
   Kurt C. Hall             76,787     230,360     307,147
   President,
   CEO and Chairman

   Clifford E. Marks        41,136     123,407     164,543
   President of
   Sales and Marketing

   Gary W. Ferrera          28,992      86,975     115,967
   EVP and CFO

   Ralph E. Hardy           15,235      45,704      60,939
   EVP and
   General Counsel

   Earl B. Weihe             6,961      20,882      27,843
   EVP and COO

   Executive Officers      169,111     507,328     676,439
   as a Group

The stock options are scheduled to vest 33.33% each year over the
next three years, subject to continuous service. The stock options
have a 10-year term and an exercise price of $16.97, the closing
price of the Company's common stock on January 14, 2010, the date
of approval of the grants.

The restricted stock awards are scheduled to vest based upon
achievement of at least 90% of the actual cumulative Free Cash
Flow target at the end of the three-year measurement period. The
restricted stock awards include the right to receive dividend
equivalents, subject to vesting.  A summary of how the number of
vested shares of restricted stock will be determined based on the
level of achievement of actual cumulative Free Cash Flow:

        Award Vesting %       Free Cash Flow Target Actual %
        ---------------       ------------------------------
             100%                          100%
              50%                           90%
             None                          <90%

If actual cumulative Free Cash Flow is between 90% and 100% of the
target, the award will vest proportionately.  If actual cumulative
Free Cash Flow exceeds 100% of the Free Cash Flow target for the
measurement period, the participant will receive an additional
grant of shares of restricted stock that will vest 60 days
following the last day of the measurement period.  The number of
additional shares of restricted stock will be determined by
interpolation, but will not exceed 50% of the number of shares of
restricted stock that vest as set forth up to 110% of the targeted
cumulative Free Cash Flow.

Upon vesting of the restricted stock and exercise of the options
described above, National CineMedia, LLC will issue common
membership units to the Company equal to the number of shares of
the Company's common stock represented by such restricted stock
and options.

On January 14, 2010, the Compensation Committee, with the approval
of the Board, approved these 2010 base salaries:

                                  2010 Base        2009 Base
   Name                           Salary           Salary
   ----                           ---------        ---------
   Kurt C. Hall
   President, CEO and Chairman      $735,400        $721,000

   Clifford E. Marks
   President of
   Sales and Marketing              $709,200        $695,300

   Gary W. Ferrera
   EVP and CFO                      $357,000        $350,000

   Ralph E. Hardy
   EVP and General Counsel          $262,200        $228,400

   Earl B. Weihe
   EVP and Chief
   Operations Officer               $200,000        $179,500

                     About National CineMedia

National CineMedia, Inc., is the holding company of National
CineMedia, LLC.  NCM LLC operates the largest digital in-theatre
network in North America, allowing NCM to distribute advertising,
Fathom entertainment programming events and corporate events under
long-term exhibitor services agreements with American Multi-Cinema
Inc., a wholly owned subsidiary of AMC Entertainment Inc.; Regal
Cinemas, Inc., a wholly owned subsidiary of Regal Entertainment
Group; and Cinemark USA, Inc., a wholly owned subsidiary of
Cinemark Holdings, Inc.  NCM LLC also provides such services to
certain third-party theater circuits under "network affiliate"
agreements, which expire at various dates.

As of October 1, 2009, the Company had $607,800,000 in total
assets against $1,112,300,000 in total liabilities.


NINE LIVES: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Nine Lives, LLC
        1305 E Riverside Dr., #11
        Saint George, UT 84790

Bankruptcy Case No.: 10-20539

Chapter 11 Petition Date: January 19, 2010

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Debtor's Counsel: Daniel R. Robison, Esq.
                  1079 E. Riverside Dr., Suite 102
                  St. George, UT 84790
                  Tel: (435) 656-3227
                  Fax: (866) 640-3938
                  Email: dan@robisonlaw.net

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

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

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

The petition was signed by Sharlynn V. Carter, president of the
Company.


NOVADEL PHARMA: Inks Common Stock Agreement With Seaside 88
-----------------------------------------------------------
NovaDel Pharma Inc. entered into a Common Stock Purchase Agreement
with Seaside 88, LP whereby the Company agreed to issue and sell
to Seaside, and Seaside agreed to purchase from the Company,
500,000 shares of the Company's common stock, $0.001 par value per
share, once every two weeks for 26 closings over a 52-week period.

Pursuant to the terms of the Agreement, at the initial closing,
the offering price of the Common Stock equaled 87% of the volume
weighted average trading price of the Common Stock during the
trading day immediately prior to the initial closing date.  At
each subsequent closing, on each 14th day thereafter, the offering
price of the Company's Common Stock will equal 87% of the volume
weighted average trading price of the Common Stock for the ten-day
trading period immediately preceding each subsequent closing date.

If, with respect to any subsequent closing, the volume weighted
average trading price of the Company's Common Stock for the three
trading days immediately prior to such closing is below $0.25 per
share, then the particular subsequent closing will not occur and
the aggregate number of Shares to be purchased shall be reduced by
500,000 shares of Common Stock.

Accordingly, on Jan. 15, 2010, the Company had its tenth closing
of the Offering pursuant to which Seaside purchased 500,000 shares
of the Company's Common Stock at a price per share of $0.18,
having an aggregate value of approximately $91,000, and the
Company received net proceeds of approximately $86,770, after
deducting commissions and $1,500 in non-accountable expenses,
pursuant to the terms of the Agreement.

                      About NovaDel Pharma

Flemington, New Jersey-based NovaDel Pharma Inc. (NYSE AMEX: NVD)
-- http://www.novadel.com/-- is a specialty pharmaceutical
company developing oral spray formulations for a broad range of
marketed drugs.  The Company's proprietary technology offers, in
comparison to conventional oral dosage forms, the potential for
faster absorption of drugs into the bloodstream leading to quicker
onset of therapeutic effects and possibly reduced first pass liver
metabolism, which may result in lower doses.  Oral sprays
eliminate the requirement for water or the need to swallow,
potentially improving patient convenience and adherence.

As of September 30, 2009, the Company had $2.27 million in total
assets against $9.67 million in total liabilities, resulting in
stockholders' deficit of $7.40 million.

The Company filed with the Securities and Exchange Commission its
Annual Report for the year ended December 31, 2008, which included
an audit opinion with a "going concern" explanatory paragraph.
The going-concern explanatory paragraph from NovaDel's independent
registered public accounting firm -- J.H. Cohn LLP in Roseland,
New Jersey -- expressed substantial doubt, based upon current
financial resources, as to whether NovaDel can continue to meet
its obligations beyond 2009 without access to additional working
capital.


PENN TRAFFIC: No Rival Bids Received; Cancels Jan. 21 Auction
-------------------------------------------------------------
NetDockets reports that following the January 19 deadline for the
submission of competing bids, The Penn Traffic Company filed a
notice with the Bankruptcy Court reporting that the company
received no qualifying competing bids for its assets and,
therefore, the company had canceled the January 21 auction for its
assets.  NetDockets says the Company will proceed directly to the
previously-scheduled January 25, 2010 hearing to seek final court
approval of its proposed global sale transaction with Tops
Markets, LLC.

NetDockets relates, however, that a Penn Traffic employee is
seeking a seven-day extension of the deadline to submit a
qualifying bid.  In a letter to the Court, the employee,
NetDockets says, claims that a group of five employees is seeking
to "form a [sic] Employee Stock Ownership Plan to buy the Company
out of bankruptcy."  The employee letter claims that the employee
group has "just located funding" and has secured "equity partners"
who "have provided proof of their ability to perform" and attaches
letters from Jesup & Lamont Securities Corporation and Ameri-First
Enterprises Corporation as evidence in support of these
statements.

According to NetDockets, while the Ameri-First letter does state
that it is being provided with respect to a "strategic proposal
. . . for Ameri-First and ESOP to join forces to purchase and
provide the solutions for solving the economic problems of the
Penn Traffic food store chain business," it provides few details
regarding the terms on which they would propose to acquire Penn
Traffic's assets.  It does state that the bidders' objectives are
"to provide the funding to pay off the creditors 100% of the
monies owed by Penn Traffic and with [sic] a plan for growing the
company, keeping all employees and re-opening 29 stores that are
now closed."  However, contrary to the employee group's letter to
the court, Ameri-First's letter (which is dated January 17, 2010)
requests "a fourteen (14) days [sic] extension to prepare a proper
bid that will collectively serve the creditors, employees and the
company.  Ameri-First also requests 72 hours for the 14% good
faith deposit to be held in escrow by the court giving our
attorney and accountant a proper opportunity to review the
documents provided by Penn Traffic Company."  Therefore, it is
somewhat unclear from the documents whether the group seeks a
seven-day extension or a longer extension, NetDockets says.  At
present, neither the court nor Penn Traffic has filed a response
or ruling regarding the letter.

                         Tops Markets Deal

Penn Traffic's agreement with Tops Markets provides for a purchase
price of $85 million in cash plus the assumption of certain
liabilities and the consensual reduction of certain claims against
Penn Traffic.  Tops Markets will buy the assets absent higher and
better bids.

The Court has approved a 3% breakup fee payable to Tops Markets in
the event that it is not the winning bidder for the assets.

                        About Penn Traffic

Syracuse, New York-based The Penn Traffic Company -- dba P&C
Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets
in Pennsylvania, upstate New York, Vermont, and New Hampshire
under the Bilo, P&C and Quality trade names.  The Company filed
for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr.
D. Delaware Case No. 09-14078).  Ann C. Cordo, Esq., and Gregory
W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist
the Company in its restructuring effort.  Donlin Recano is the
Company's claims agent.  The Company listed $150,347,730 in assets
and $136,874,394 in liabilities as of May 4, 2009.

These affiliates also filed separate Chapter 11 petition: Sunrise
Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking
Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.; P
and C Food Markets, Inc. of Vermont; and P.T. Development, LLC.


PRIME COLORANTS: Exits From Chapter 11 Protection
-------------------------------------------------
Frank Esposito at Plastic News reports that Prime Colorants Inc.
exited bankruptcy after former company owner, Ed Honicker, agreed
to slash and amend his claim.

Based in Franklin, Tennessee, Prime Colorants Inc. filed for
Chapter 11 protection on December 13, 2009 (Bankr. M.D. Tenn. Case
No. 09-14215). Timothy G. Niarhos, Esq., represents the Debtor.
In its petition, the Debtor listed both assets and debts of
between $1 million and $10 million.


QSGI INC: Wants a February 17 Chapter 11 Plan Filing Extension
--------------------------------------------------------------
QSGI, Inc., et al., asked the U.S. Bankruptcy Court for the
Southern District of Florida to extend until February 17, 2010,
their exclusive period to file a Chapter 11 Plan and Disclosure
Statement.

The Debtors filed this request before the January 18 expiration of
their exclusive period to file a plan.

The Debtors related that they are considering an opportunity which
could result in an additional source of funds to the estate.

Palm Beach, Florida-based QSGI, Inc., and its affiliates provide
technology services and maintenance geared towards both uses of
enterprise class hardware as well as the uses of business -
competing hardware.  The Debtors filed for Chapter 11 on July 2,
2009 (Bankr. S.D. Fla. Lead Case No. 09-23658).  Bradley S.
Shraiberg, Esq., at Shraiberg, Ferrara, Landau P.A., represents
the Debtors in their restructuring efforts. The Debtors listed
between $10 million and $50 million each in assets and debts.


QUALITY STORES: Supreme Court Declines to Hear Payout Case
----------------------------------------------------------
The U.S. Supreme Court has declined to review an appeals court
decision that payouts that were made to former shareholders of
Quality Stores Inc. as part of a leveraged buyout and that helped
tip the company into bankruptcy cannot be recovered, even though
it was a private company, Law360 reports.

Based in Muskegon, Michigan, Quality Stores Inc. is a specialty
retailer of farm and agriculture-related merchandise.

On October 22, 2001, the Company was sent to bankruptcy after
a group of holders of the 10-5/8% senior notes filed an
involuntary petition before the U.S. Bankruptcy Court for the
Western District of Michigan, in Grand Rapids.  Under laws
relating to an involuntary bankruptcy filing, the Company is
permitted to operate its business in the ordinary course, unless
the Court orders otherwise.


RAYMOND PROFESSIONAL: Lawyer Can't Represent Debtor-Subsidiary
--------------------------------------------------------------
WestLaw reports that counsel representing a Chapter 11 debtor-
parent company and its debtor-subsidiary had an actual conflict of
interest warranting counsel's disqualification from representing
the debtor-subsidiary with respect to a claim in which the debtor-
parent asserted ownership over an account for which the debtor-
subsidiary and its prepetition subcontractor, but not the debtor-
parent, were signatories.  The debtor-parent's claim was contrary
to the interests of the debtor-subsidiary's bankruptcy estate and
its creditors, including the subcontractor.  In re Raymond
Professional Group, Inc., --- B.R. ----, 2009 WL 4906589 (Bankr.
N.D. Ill.) (Schmetterer, J.).

Engineering and design company Raymond Professional Group, Inc. --
http://www.raymond-co.com/index.cfm?fuseaction=home-- and five of
its affiliates filed Chapter 11 petitions (Bankr. N.D. Ill. Case
No. 06-16748) on December 18, 2006.  The Debtors are represented
by Jason M. Torf, Esq., at Schiff Hardin LLP in Chicago.  When the
Debtors sought Chapter 11 protection, they estimated their assets
and debts between $1 million and $100 million.


R.B.G. CORP: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: R.B.G. Corp.
        2295 Airways Blvd
        Memphis, TN 38114

Bankruptcy Case No.: 10-20410

Chapter 11 Petition Date: January 14, 2010

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: Paulette J. Delk

Debtor's Counsel: Darryl W. Humphrey, Esq.
                  4646 Poplar Avenue, Suite 530
                  Memphis, TN 38117-4435
                  Tel: (901) 881-5107
                  Fax: (901) 761-4446
                  Email: ddagdm@bellsouth.net

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

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

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

The petition was signed by Ricky Pitre, owner of the Company.


READER'S DIGEST: Prepares to Emerge By January 31
-------------------------------------------------
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York confirmed the Plan of Reorganization filed by
The Reader's Digest Association, Inc., and its debtor affiliates
on January 15, 2010, clearing the way for the Debtors to emerge
from bankruptcy by January 31, 2010.

"The Court's confirmation of our restructuring plan is a major
step for our company and provides RDA with a strong foundation for
our future," Mary Berner, Reader's Digest's president and chief
executive officer, said in a statement.

Under the terms of the Plan, Reader's Digest will reduce its total
debt by 75% from more than $2.2 billion to approximately $555
million.  General unsecured creditors, including the retirees,
will get a 3.3% to 3.6% recovery on estimated claims of $110
million to $120 million.  Pursuant to the Plan, holders of the
Debtors' senior secured debt will receive equity, effectively
transferring ownership of RDA to a lender group led by J.P. Morgan
Chase & Co.

Furthermore, under the Plan, suppliers will be paid.  Senior
executives at Reader's Digest testified at the January 15
confirmation hearing that company suppliers are crucial to its
operations and any disruption to the supply chain could put the
publisher out of business, David McLaughlin of Dow Jones reported.
"It was very clear to me that we would put at risk our ability to
rely on those suppliers" if we do not pay them 100 cents on the
dollar, Reader's Digest's chief financial officer, Thomas
Williams, was quoted by Dow Jones as saying.

"The plan results in very material deleveraging of the debtor,"
Judge Drain said, according to Don Jeffrey at Bloomberg News.
"It's also going to preserve Reader's Digest and its core
businesses as going concerns.  That going concern will emerge on a
very healthy and viable basis," Mr. Jeffrey further quoted Judge
Drain as saying.

The Court has not yet entered a written confirmation order.  The
Debtors, however, filed a proposed findings of fact, conclusions
of law and order confirming the Plan, a full-text copy of which is
available for free at:

   http://bankrupt.com/misc/RDA_Proposed_Findings_011510.pdf

                     Debtors Supplement Plan

Prior to the January 15 confirmation hearing, the Debtors modified
the Plan to include: (i) the addition of a section on payment of
fees and expenses of the newly-defined Ad Hoc Noteholders'
Committee, which would compose of certain informal group of
Holders of the Senior Subordinated Notes, (ii) the addition of the
latest Plan supplements.

The Debtors, in the amended Plan, disclosed that the Board of
Directors of the Reorganized Debtors will be composed of:

  (1) Norman S. Matthews, chairman;
  (2) Carl Wilson;
  (3) Mary G. Berner;
  (4) James B. Hawkes;
  (5) Karen R. Osar;
  (6) Frederic G. Reynolds;
  (7) Peter Stern; and
  (8) Donald Steiner.

The amended exhibits filed by the Debtors are:

  -- Amended Form of Exit Credit Agreement, a full-text copy of
     which is available for free at:

     http://bankrupt.com/misc/RDA_PlanSupp_ExhA_01082010.pdf

  -- Amended Form of the New Second Priority Term Loan
     Agreement, a full-text copy of which is available for free
     at http://bankrupt.com/misc/RDA_PlanSupp_ExhB_01082010.pdf

  -- second supplement to the schedule of executory contracts
     and unexpired leases proposed to be assumed pursuant to the
     Plan, available for free at:

     http://bankrupt.com/misc/RDA_PlanSupp_Contracts_011410.pdf

  -- second supplement to the schedule of executory contracts
     and unexpired leases proposed to be rejected pursuant to
     the Plan, available for free at:

     http://bankrupt.com/misc/RDA_PlanSupp_Contracts2_011410.pdf

              Court Rejects Retirees' Objections

Mr. McLaughlin further reports that Judge Drain rejected Reader's
Digest retirees' argument that the Plan unfairly discriminates
against similar groups of creditors, saying that the distribution
scheme meets requirements of the Bankruptcy Code and is key to the
company's effort to remain viable.  Judge Drain has maintained
that the restructuring would provide a material deleveraging and
allow Reader's Digest to emerge from bankruptcy "on a very healthy
and viable basis."

Prior to the approval of the Plan, numerous retirees file separate
letters to the Court asking Judge Drain to consider their various
situations in connection with their pensions with the Debtors:

  Albert S. Dammeyer            Julia M. McClure
  Barry Liebman                 Kari G. Regan
  Bob Meldahl                   Larry Stone
  Bruce G. Koe                  Lawrence Elliott
  Carlos De Heredia             Logan L. Wai
  Carole Brown                  Marcia Lefkowitz
  Carole M. Howard              Mary T. Berthelot
  Carolyn H. Montgomery         Michael G. Hutchinson
  Cary H. Baer                  Naomi Bernstein (Kinsler)
  Charles Kim                   Nina Bell Allen
  David C. Stathem              Patrick & Sylvia Kenny
  Edward B. Harkin              Peter L. Clark
  Edward T. Thompson            Richard J. Berenson
  Edwin B. Kolsby               Robert W. Adam
  Edwin J. Phelps, Jr.          Ronald L. Cole
  Fran Osborne                  Stanley L. Englebardt
  Gregory A. Battistello        Steve G. Harron
  Heikki K. Helenius            Terry A. Kirkpatrick
  H. Michael Casey              Thomas J. Daly
  Jeanmarie Gelinas             Tom Belli
  Jean Daniello                 Vernon Thomas
  John G. Hubbell               William Schulz
  John Haines                   William Totten

On behalf of the RD Retiree Group, LLC, Christopher R. Belmonte,
Esq., at Satterlee Stephens Burke & Burke LLP, in New York,
notified the Court that the decision in DBSD North America, Inc.,
2009 WL 3491060, No. 09-13061 (REG) (Bankr. S.D.N.Y. 2009), which
the Retiree Group and the Debtors both cited, is currently on
appeal to the U.S. District Court for the Southern District of New
York on issue affecting the absolute priority rule.

The Reader's Digest Pension Trustees No. 2 Limited, however, in
its capacity as trustee of The Reader's Digest Pension Scheme in
United Kingdom, and on behalf of the beneficiaries of the UK
Pension Scheme submitted a statement in support of confirmation of
the Debtors' Plan.  The UK Pension Scheme, together with other
parties, has entered into a settlement agreement the Debtors to
resolve their claims against the bankruptcy estates.

Experian Marketing Solutions, Inc., and Original Sound Record, Co.
and Original Sound Entertainment also filed Plan objections in
connection with their contracts and unexpired leases to be assumed
pursuant to the Plan.

In their response to the Plan objections, the Debtors asserted
that the Plan provides for the continuation of retiree benefits.
They also emphasized that the Plan satisfies the applicable
confirmation requirements under Section 1129 of the Bankruptcy
Code.

The Debtors also filed a memorandum of law supporting the approval
of the Plan, which memorandum was supported by the separate
declarations filed by Albert L. Perruzza, Douglas J. Friske,
Lawrence Young, Thomas A. Williams and Jeffrey E. Finger.
The Debtors also filed a summary of status of non-substantive
objections to the confirmation of the Plan, which objections
composed mostly of claims relating to cure amounts.

Copies of the memorandum and the summary are available for free
at:

  http://bankrupt.com/misc/RDA_Reply_Summary_011410.pdf
  http://bankrupt.com/misc/RDA_Memo_SupportingPlan_011210.pdf

                   Plan Gets Overwhelming Support

Financial Balloting Group LLC and Kurtzman Carson Consultants LLC
file separate certifications reporting the voting and tabulation
results with respect to the Plan.

                            Accept               Reject
                         ---------------    ---------------
Voting Class             Number       %     Number       %
------------             ------      ---    ------      ---
Class 3                    202       100%       0        0%
Prepetition Credit
Agreement Claims

Class 4                    212     99.53%       1      0.46%
Unsecured Ongoing
Operations Claims

Class 5                    190     51.91%     176     48.09%
Other General
Unsecured Claims

Class 6                    221     99.10%       2      0.90%
Senior Subordinated
Note Claims

Class 10                   237    100.00%       0         0%
Intercompany Claims

Except for Class 5 - Other General Unsecured Claims, the Plan gets
overwhelming support from the different voting Classes.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


READER'S DIGEST: Proposes to Settle with RD Pension Trustees No. 2
------------------------------------------------------------------
The Reader's Digest Association Inc. and its units ask the Court
to approve their settlement agreement with The Reader's Digest
Pension Trustees No. 2 Limited, acting in its capacity as trustee
of the UK Pension Scheme, the Board of the Pension Protection
Fund, and The Reader's Digest Association Limited.  The Debtors
also seek for a shortened notice period with respect to their
request.

James H.M. Sprayregen P.C., Esq., at Kirkland & Ellis LLP, in New
York, tells Judge Drain that the settlement will resolve
significant liabilities related to a defined pension plan in the
United Kingdom and avoids liquidation of RDA's UK subsidiary, RDA
UK, which would undoubtedly have a considerable negative impact on
the value of the Debtors' bankruptcy estates.  Specifically, the
Settlement Agreement resolves certain large claims asserted by the
Trustee and the PPF in the Debtors' Chapter 11 cases and provides
for the Debtors to contribute funding on account of the UK Pension
Scheme to ensure against the potential liquidation of RDA UK in
the face of its substantial defined pension liabilities.

The UK Pension Scheme's deficit is in excess of GBP109 million,
and the Trustee and PPF have jointly filed 48 contingent,
unliquidated proofs of claim in each of the Debtors' Chapter 11
cases to protect their entitlement to any money that could flow
from the Chapter 11 Debtors to the UK Pension Scheme as a result
of a potential investigation by the Pensions Regulator.

As part of the resulting compromise among the Parties, and in
exchange for release and withdrawal of the claims filed by the PPF
and the Trustee and in satisfaction of RDA UK's liability under
the UK Pension Scheme, the Debtors have agreed to make a lump sum
payment and provide certain other consideration to the Trustees
and the PPF, Mr. Sprayregen discloses.  He asserts that the
consideration constitutes reasonably equivalent value and fair
consideration in satisfaction of the liability related to the UK
Pension Scheme and is necessary to avoid liquidation of RDA UK,
and thus, preserve value for the Debtors' and the global Reader's
Digest Association enterprise.

The salient terms of the Settlement Agreement are:

  (a) Debtors, RDA UK and the Trustee will cooperate to
      facilitate that the Section 75 debt obligations of the UK
      Pension Scheme and all associated liabilities will be
      apportioned between a Newco and RDA UK in accordance with
      the terms of the Regulated Apportionment Arrangement to
      ensure that if necessary, the UK Pension Scheme will, in
      its entirety, be able to meet the eligibility requirements
      for admission into the PPF upon an insolvency event for
      the purpose of Section 121 of the Pensions Act 2004
      occurring in relation to Newco.  Newco is a newly
      incorporated UK company, which will have assumed the
      status as principal employer of the UK Pension Scheme in
      the place of RDA UK;

  (b) These considerations will be paid or otherwise transferred
      in connection with the Compromise, and are the bases that
      the Trustee agrees to the satisfaction of the claims
      against RDA UK and the UK Pension Scheme Claims as well as
      clearance of all other parties, including the Debtors:

      * after approval of the Settlement Agreement, the Debtors
        or Reorganized Debtors will deposit into an escrow
        account GBP10,931,400 or $18 million;

      * within 10 business days after the effective date of the
        Debtors' Plan, the Debtors or Reorganized Debtors will
        deposit into the Escrow Account for the benefit of the
        UK Pension Scheme, undated certificates or other
        instruments evidencing a 33% equity interest in RDA UK;

      * Pursuant to the Parties' Call Option Agreement, the
        Debtors will retain a call option on the UK Pension
        Scheme's 33% equity interest in RDA UK for five years
        from the date the UK Pension Scheme is transferred to
        the PPF, which may be exercised by paying GBP1,821,900
        to the UK Pension Scheme; and

      * the Debtors will pay all professional fees, costs and
        expenses incurred by the Trustee and the PPF related to
        the UK Pension Scheme, and all reasonable professional
        fees, costs and expenses incurred by the Trustee; and

  (c) The consideration will also be paid in satisfaction of RDA
      UK's liability under the UK Pension Scheme but that
      satisfaction of liability will only take effect if and
      when the RAA is put in place in relation to the UK Pension
      Scheme.

A full-text copy of the Settlement Agreement can be obtained for
free at:

  http://bankrupt.com/misc/RDA_UKPension_Settement_011410.pdf

The Debtors subsequently filed an amended copy of the settlement
agreement consisting mostly of minor changes in the terms and
language used in the original agreement.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


READER'S DIGEST: $43-Mil. Sale of CompassLearning Assets Approved
-----------------------------------------------------------------
Bankruptcy Judge Robert Drain granted in its entirety and approved
in all respects The Readers Digest Association Inc. and its units'
request to sell their CompassLearning business, pursuant to an
Asset Purchase Agreement dated November 30, 2009, between
CompassLearning, Inc., and WRC Media, Inc., and CompassLearning
Acquisition Corporation, a Delaware corporate formed by Marlin
Equity II, L.P.

All objections to the Sale Motion that have not been withdrawn,
waived or settled, and all reservations of are, except as provided
in other orders of the Court, overruled on the merits with
prejudice.  Prior to the Sale's approval, Northwest Evaluation
Association and Random House, Inc., separately withdrew their
objections to the Debtors' Assumption Notice.

The Sale is approved free and clear of claims, and the Buyer Group
will not be deemed to be a legal successor, or otherwise be deemed
a successor to the Debtors.  The APA and all of the transactions
contemplated in it are approved in all respects.

The Court also authorized and directed the Debtors to assume and
assign each of the Assumed Contracts to the Buyer free and clear
of all Claims pursuant to Sections 105(a) and 365 of the
Bankruptcy Code.

In support of the Sale Order, the Debtors filed with the Court
these documents:

  -- Supplemental Assumption Schedule;

  -- transcript of the Auction;

  -- Two stand-alone amendments to the version of the
     APA previously filed with the Court; and

  -- chart listing all objections and responses to
     the Sale Motion, the Debtors' response and the status of
     each objection.

Full-text copies of the supplements are available for free at:

  http://bankrupt.com/misc/RDA_Assumption_Schedule_010610.pdf
  http://bankrupt.com/misc/RDA_Sale_Exhibits_010610.pdf

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


RESCARE INC: Moody's Confirms Corporate Family Rating at 'Ba3'
--------------------------------------------------------------
Moody's Investors Service confirmed the ratings of ResCare, Inc.,
including the Ba3 Corporate Family Rating and Probability of
Default Rating.  At the same time Moody's changed the rating
outlook to negative.  This concludes the rating review for
possible downgrade, initiated December 3, 2009.  Concurrently,
Moody's rated the proposed new $275 million senior secured credit
facility Ba1, LGD2, 19%.  Prior to the ratings review the outlook
had been stable.

The confirmation of the long-term ratings reflects the company's
recent consent from lenders which avoided a covenant violation due
to an anticipated litigation related charge, as well as the
progress the company has made towards refinancing its current
credit facility.  The confirmation of the long-term ratings
assumes the refinancing transaction will close in the near-term.
The confirmation of the Ba3 is also supported by ResCare's scale
and leading competitive position in its markets, good revenue
diversity by state and its conservative leverage profile.  The Ba3
is constrained by ResCare's dependence on Medicaid and other
government funding programs which limits organic revenue growth
and profitability margins.  The ratings are also constrained by
the very litigious nature of the business and the risk of future
large legal liabilities.

The change in the outlook to negative incorporates several
unfavorable legal developments over the past year, including the
recent Selk verdict.  While Moody's believes ResCare has adequate
liquidity to absorb the monetary damages in this case, Moody's are
concerned about the potential for increased legal and insurance
costs in the future, as well other related risks.  The negative
outlook also reflects the challenges the company faces related to
the economy and state Medicaid budgets.  Moody's believes all of
these factors may lead to pressure on profitability margins and
weakening of credit metrics.

Moody's rates the current $250 million revolver Ba1, LGD2, 16%.
Moody's anticipate that Moody's will withdraw the ratings on this
facility upon the close of the proposed refinancing transaction.

Ratings confirmed:

* Corporate Family Rating, Ba3
* Probability of Default Rating, Ba3
* $250 million Senior Secured Revolver due 2010, Ba1, LGD2, 16%
* $150 million Senior Unsecured Notes due 2013, B1, LGD5, 75%

Ratings assigned:

* $275 million Senior Secured Revolver due 2013, Ba1, LGD2, 19%

The outlook was changed to negative.

The last rating action was December 3, 2009, when Moody's placed
the ratings under review for possible downgrade.

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

ResCare, headquartered in Louisville, Kentucky, is a leading
provider of residential, training, educational and support
services to individuals with special needs, including persons with
mental retardation and developmental disabilities, at-risk youth
and those experiencing barriers to employment.  The Community
Services Group, roughly 72% of revenues in 2008, administers
programs to people with developmental disabilities and the elderly
in both residential and non-residential settings.  The Employment
and Training Services Group, roughly 14% of 2008 revenues,
operates job training and placement programs to disadvantaged job
seekers.  The Job Corp Training Services business, roughly 11% of
2008 revenues, provides educational and vocational skills training
to underprivileged youths through the federal Job Corps program.
Consolidated revenues for the twelve months ended September 30,
2009, approximated $1.6 billion.


RIVER OF LIFE: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: River of Life Church, Inc.
        377 Direct Connection Drive
        Rossville, GA 30741-3773

Bankruptcy Case No.: 10-10242

Chapter 11 Petition Date: January 18, 2010

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Judge: John C. Cook

Debtor's Counsel: Kyle R. Weems, Esq.
                  Suite 203, 5312 Ringgold Road
                  Chattanooga, TN 37412
                  Tel: (423) 624-1000
                  Email: weemslaw@earthlink.net

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

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

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

             http://bankrupt.com/misc/tneb10-10242.pdf

The petition was signed by Alan C. Crider, president of the
Company.


ROBERT LUPO: Court Okays Hiring of Hanify & King as Bankr. Counsel
------------------------------------------------------------------
Robert N. Lupo sought and obtained permission from the Hon. Frank
J. Bailey of the U.S. Bankruptcy Court for the District of
Massachusetts to employ Hanify & King, Professional Corp. as
bankruptcy counsel.

H&K will, among other things:

     a. advise the Debtor with respect to any plan proposed by the
        Debtor and any other matters relevant to the formulation
        and negotiation of a plan or plans of reorganization;

     b. represent the Debtor at hearings and matters pertaining to
        his affairs as debtor and debtor-in-possession;

     c. prepare necessary and appropriate applications, motions,
        answers, orders, reports, and other pleadings and other
        documents, and review financial and other reports filed in
        the Debtor's Chapter 11 case; and

     d. advise the Debtor regarding his ability to initiate
        actions to collect and recover property for the benefit of
        the estate.

The Debtor seeks to employ H&K under a general retainer at the
firm's standard hourly rates because of the extensive services
that may be required and the fact that the full extent of the
services aren't known at this time.  H&K has a retainer in the sum
of $17,346.50.

Andrew Lizotte, a shareholder of H&K, assures the Court that the
firm is "disinterested" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Weston, Massachusetts-based Robert N. Lupo filed for Chapter 11
bankruptcy protection on December 10, 2009 (Bankr. D. Mass. Case
No. 09-21945).  Andrew G. Lizotte, Esq., at Hanify & King, P. C.,
assists the Debtor in his restructuring effort.  The Debtor listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in liabilities.


ROBERT LUPO: Files Schedules of Assets & Liabilities
----------------------------------------------------
Robert N. Lupo has filed with the U.S. Bankruptcy Court for the
District of Massachusetts its schedules of assets and liabilities,
disclosing:

  Name of Schedule               Assets          Liabilities
  ----------------               ------          -----------

A. Real Property                    $0

B. Personal Property          $162,131

C. Property Claimed as
    Exempt

D. Creditors Holding
    Secured Claims                                 $5,983,500

E. Creditors Holding
    Unsecured Priority
    Claims                                                 $0

F. Creditors Holding
    Unsecured Non-priority
    Claims                                           $276,598
                            -----------           -----------
TOTAL                          $162,131            $6,260,098

Weston, Massachusetts-based Robert N. Lupo filed for Chapter 11
bankruptcy protection on December 10, 2009 (Bankr. D. Mass. Case
No. 09-21945).  Andrew G. Lizotte, Esq., at Hanify & King, P. C.,
assists the Debtor in his restructuring effort.  The Debtor listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in liabilities.


ROBERT LUPO: Gets Interim Okay to Use Cash Collateral
-----------------------------------------------------
Robert N. Lupo sought and obtained interim authorization from the
Hon. Frank J. Bailey of the U.S. Bankruptcy Court for the District
of Massachusetts to use cash collateral until January 8, 2010.

The attorneys for the Debtor -- Andrew G. Lizotte, Esq., and
Natalie Sawyer, Esq., at Hanify & King -- explained that the
Debtor needs the money to fund its Chapter 11 case, pay suppliers
and other parties.  The Debtor wants to use the cash collateral
generated by 15 properties in Massachusetts owned individually by
the Debtor or jointly with another party.  The Debtors will use
the collateral pursuant to a weekly budget, a copy of which is
available for free at:

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

In exchange for using the cash collateral, the Debtor proposes to
grant the secured lenders holding a first priority position with
respect to the properties with a replacement lien on postpetition
rents, plus assurance of payment of real estate taxes, current
condominium fees, and insurance, as adequate protection for the
secured claims held by the senior lenders.  The senior lenders and
junior lienholders will continue to maintain a security interest
in the rents generated postpetition, to the extent that the senior
lenders and junior lienholders held valid perfected liens upon the
rents prior to the Petition Date.

Lisa Ann Jacobs, MD MPH, Realtor and Property Manager for the
Debtor, objected to the Debtor's cash collateral, particularly to
the payment of no commissions and no property management fees to
Ms. Jacobs.  According to Ms. Jacobs, the estimate of cost of 6%
of collected rents is too low for property management.  Ms. Jacobs
is asking a management fee of (12%):(6%) for the Debtor and (6%)
for herself.  Leslie Greer, Esq., represents Ms. Jacobs in this
case.

The Debtor's request for cash collateral use also faced objection
from Rockland Trust Company, which says that "at the time of the
loans, three of the Rockland Properties were owned in three
separate trusts purportedly for the benefit of various individuals
in addition to the Debtor.  On or about the day prior to filing
the petition initiating these proceedings, the Debtor purported to
terminate the Trusts and recorded deeds to the three properties to
himself, individually.  In view of these transfers, Rockland
reserves the right to contest whether the Debtor's filing was in
good faith and/or whether the three Trust Properties should be
treated as 'single asset real estate' under Bankruptcy Code."

Rockland wants segregation of cash collateral, evidence of revenue
and expenses, and actual versus budget report on revenue and
expenses on a periodic basis.  Posternak Blankstein & Lund LLP
represents Rockland in this case.

The requested cash collateral use was also objected by SunTrust
Mortgage, Inc., and BAC Home Loans Servicing, L.P.

A hearing on the Debtor's request for use of cash collateral was
scheduled to be heard on January 8, 2010.

Weston, Massachusetts-based Robert N. Lupo filed for Chapter 11
bankruptcy protection on December 10, 2009 (Bankr. D. Mass. Case
No. 09-21945).  Andrew G. Lizotte, Esq., at Hanify & King, P. C.,
assists the Debtor in his restructuring effort.  The Debtor listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in liabilities.


RONALD ALAN DAVIDOFF: Updated Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Ronald Alan Davidoff
        8445 N 15th Street
        Phoenix, AZ 85020

Bankruptcy Case No.: 10-01175

Chapter 11 Petition Date: January 15, 2010

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

Judge: Charles G. Case II

Debtor's Counsel: Dean M. Dinner, Esq.
                  Nussbaum & Gillis
                  14500 N. Northsight Blvd., Suite 116
                  Scottsdale, AZ 85260-0001
                  Tel: (480) 609-0011
                  Email: ddinner@nussbaumgillis.com

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

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

A list of the Company's 14 largest unsecured creditors is
available for free at:

      http://bankrupt.com/misc/azb10-01175.pdf

The petition was signed by Mr. Davidoff.


RUFFIN ROAD: Case Summary & 1 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Ruffin Road Office Park LP
        26478 Ynez Road
        Temecula, CA 92591

Bankruptcy Case No.: 10-11060

Chapter 11 Petition Date: January 14, 2010

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Thomas C. Nelson, Esq.
                  550 West C Street, Suite 1850
                  San Diego, CA 92101
                  Tel: (619) 236-1245

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

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

The Debtor identified AT&T with a trade debt claim for $689 as its
largest unsecured creditor. A full-text copy of the Debtor's
petition, including a list of its largest unsecured creditor, is
available for free at:

            http://bankrupt.com/misc/cacb10-11060.pdf

The petition was signed by Kevin Tucker, president of General
Partner of the Company.


RUMSEY LAND: Updated Chapter 11 Case Summary
--------------------------------------------
Debtor: Rumsey Land Co., LLC
        535 16th Street, Suite 600
        Denver, CO 80202

Bankruptcy Case No.: 10-10691

Chapter 11 Petition Date: January 15, 2010

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Howard R. Tallman

Debtor's Counsel: Aaron A. Garber, Esq.
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Email: aag@kutnerlaw.com

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

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

The petition was signed by Rod Guerrieri, the company's manager.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Dave Marshall                                     $2,303,130
535 16th Street
Suite 600
Denver, CO 80202

Breakwater Capital                                $1,457,408
6162 Seagrass Lane
Napa, FL 341112

Lake Vista Holdings, LLC                          $750,000
PO Box 990486
Naples, FL 34116

Renaissance                                       $654,126
535 16th Street
Suite 600
Denver, CO 80202

Noro Investments                                  $575,997
534 16th Street
Suite 600
Denver, CO 80202

South Platte L and W                              $538,269
535 16th Street
Suite 600
Denver, CO 80202

Camenlsh Land Co.                                 $370,707
535 16th Street
Suite 600
Denver, CO 80202


T&I                                               $217,184

Pueblo Bank                                       $203,495

Schneider Land                                    $149,296

Dan Briggs                                        $127,452

John R. Green                                     $125,808

Yokam Land Holdings                               $125,348

Lake Carlisle                                     $125,084

JRK Water Holdings                                $101,852

Ellis Family Trust                                $100,000

Breakwater Capital Group                          $83,658
II, LLC

John Armour                                       $63,216

Jack Pruet                                        $58,260

Berenbaum, Weinshlenk &                           $39,679
Eason


RYAN STICKLER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Ryan William Stickler
        297 Moffett Road
        Dothan, AL 36301

Bankruptcy Case No.: 10-10080

Chapter 11 Petition Date: January 19, 2010

Court: United States Bankruptcy Court
       Middle District of Alabama (Dothan)

Judge: William R. Sawyer

Debtor's Counsel: Cameron-RRL A. Metcalf, Esq.
                  Espy, Metcalf & Espy, P.C.
                  P.O. Drawer 6504
                  Dothan, AL 36302
                  Tel: (334) 793-6288
                  Email: cam@espymetcalf.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 $1,464,000,
and total debts of $2,362,558.

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

            http://bankrupt.com/misc/almb10-10080.pdf

The petition was signed by Mr. Stickler.


SARASOTA ESTATE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Sarasota Estate & Jewelry Buyers, Inc.
        640 S. Washington Blvd., Suite 240
        Sarasota, FL 34236

Bankruptcy Case No.: 10-00789

Chapter 11 Petition Date: January 15, 2010

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

Judge: Michael G. Williamson

Debtor's Counsel: Kevin P. O'Brien, Esq.
                  Law Offices of Kevin P. O'Brien, P.A.
                  805 West Azeele Street
                  Tampa, FL 33606
                  Tel: (813) 549-1490
                  Fax: (813) 387-3050
                  Email: kevinpaobrien@aol.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 Haiel Suwaity, president of the
Company.


SENESCO TECHNOLOGIES: NYSE Amex Accepts Listing Compliance Plan
---------------------------------------------------------------
Senesco Technologies, Inc., disclosed that on January 14, 2010, it
received notice from the NYSE Amex LLC stating that the exchange
had accepted the Company's compliance plan and granted it an
extension until April 29, 2011 to regain compliance with the
NYSE's continued listing standards.  As previously disclosed,
Senesco is not in compliance with Section 1003(a)(iii) of the NYSE
company guide with stockholder's equity of less than $6,000,000
and losses from continuing operations and/or net losses in its
five most recent fiscal years.  Based on this, the Company
submitted a plan advising the NYSE of action it will take that it
believes would bring Senesco into compliance with the NYSE's
continued listing standards by the end of the extension period.

During the extension period, the Company remains subject to
periodic review by NYSE Staff.  Failure to make progress
consistent with the plan or to regain compliance with the
continued listing standards by the end of the extension period
could result in Senesco being delisted from the NYSE.

                 About Senesco Technologies, Inc.

Senesco Technologies, Inc. is a U.S. biotechnology company,
headquartered in New Brunswick, NJ.  Senesco has initiated
preclinical research to trigger or delay cell death in mammals
(apoptosis) to determine if the technology is applicable in human
medicine.


SHALAN ENTERPRISES: Meeting of Creditors Set for January 26
-----------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Shalan
Enterprises, LLC's creditors on January 26, 2010, at 11:00 a.m.
The meeting will be held at 725 S Figueroa St., Room 2610, Los
Angeles, California.

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.

Marina Del Rey, California-based Shalan Enterprises, LLC, a Nevada
limited liability company, was formed in 1999 for the purpose of
owning, operating and leasing and/or selling properties.

The Company filed for Chapter 11 bankruptcy protection on
November 25, 2009 (Bankr. C.D. Calif. Case No. 09-43263).  The
Company has assets of $12,540,000, and total debts of $7,426,313.


SHAWN HUDSPETH: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Shawn Paul Hudspeth
               Jennifer Lynne Hudspeth
                 aka Jennifer Lynne Johnson
               11208 Deprise Cove
               San Diego, CA 92131

Bankruptcy Case No.: 10-00487

Chapter 11 Petition Date: January 14, 2010

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

Judge: Louise DeCarl Adler

Debtors' Counsel: Craig E. Dwyer, Esq.
                  8745 Aero Drive, Suite 301
                  San Diego, CA 92123
                  Tel: (858) 268-9909
                  Fax: (858) 268-4230
                  Email: craigedwyer@aol.com

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

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

A full-text copy of the Debtors' petition, including a list of
their 11 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/casb10-00487.pdf

The petition was signed by the Joint Debtors.


SHERWOOD FARMS: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sherwood Farms, Inc.
          fdba American Mercantile Corporation
        13613 Honeycomb Road
        Groveland, FL 34736

Bankruptcy Case No.: 10-00578

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

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

Debtor Affiliate Filing Separate Chapter 11 Petition:

   Debtor: Sherwood Investments Overseas Limited Incorporated
   Bankruptcy Case No.: 10-00584
   Estimated Assets: $10,000,001 to $50,000,000
   Estimated Debts: $10,000,001 to $50,000,000

About the Business: Groveland, Florida-based Sherwood Farms Inc.
                    is a grower and wholesaler of orchids.
                    Sherwood said owes $7 million to first and
                    second-lien lenders.  Sherwood said in a
                    filing that cash, accounts receivable,
                    inventory, and real property are worth $8
                    million.

Chapter 11 Petition Date: January 15, 2010

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

Debtor's Counsel: Mariane L. Dorris, Esq.
                  Latham Shuker Eden & Beaudine LLP
                  390 North Orange Avenue, Suite 600
                  Orlando, FL 32801
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  Email: bankruptcynotice@lseblaw.com

The petition was signed by Julian Benscher, the company's
president.

Sherwood Farm's List of 15 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
AK Nursery Inc.            Trade debt             $3,000

Amerigas                   Trade debt             $53,893

Bank of America            Credit Card            $33,700

Best Plant Nursery         Trade debt             $1,522

BWI                        Trade debt             $1,328

Ceramo Company             Trade debt             $4,764

Chase Credit Card          Credit Card            $29,000

Floralife                  Trade debt             $820

IC Industries              Trade debt             $2,664

Industrial Battery         Trade debt             $730

John Henry Company         Trade debt             $982

Label It                   Trade debt             $2,162

Packaging Corp of America  Trade debt             $1,466

ProSource One              Trade debt             $14,816

Wholesale Plant Industry   Trade debt             $472


The petition was signed by Julian Benscher, the company's
authorized agent.

Sherwood Investment's List of 2 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Julain Benscher            Loan                   $3,780,000
5165 Iselworth Country Club
Windermere, FL 34786

Lee J. Maher               Loan                   $1,128,900
c/o Solar Blue LLC
189 S Orange Avenue #2100
Orlando, FL 32801


SIX FLAGS: Increases Exit Financing to $830 Million
---------------------------------------------------
Six Flags, Inc., and its debtor affiliates launched new loans
totaling $830 million to finance their exit from bankruptcy,
James M. Coughlin, the companies' general counsel, disclosed in a
regulatory filing with the U.S. Securities and Exchange
Commission dated January 7, 2010.

The $830 million Exit Financing is backed by JPMorgan Chase &
Co., Bank of America Merrill Lynch, Barclays Capital and Deutsche
Bank.

To recall, Judge Christopher S. Sontchi of the United States
Bankruptcy Court for the District of Delaware, on December 21,
2009, authorized the Debtors to enter into the exit financing
arrangements pursuant to Section 363(b) of the Bankruptcy Code.

Pursuant to the Exit Financing Commitment earlier approved by
Judge Sontchi, the aggregate principal amount of new loans
amounted to $800 million -- composed of a $650,000,000 six-year
term loan and a revolving credit loan in an aggregate principal
amount of $150,000,000.  In the current Exit Financing, the term
loan was increased to $680 million.

The Exit Facility is a part of a fully-funded Plan of
Reorganization that the Debtors filed with the Bankruptcy Court
on December 18, 2009.  The Plan contemplates the entry by Six
Flags into Exit Facilities, which will consist of the Exit Term
Loan and the Exit Revolving Credit Facility, including a $450
million rights offering backstopped by certain bondholders of Six
Flags Operations Inc., an intermediate holding company.

In connection with the development of the Plan and to determine
whether the Plan satisfies the feasibility standard, the Debtors
prepared financial projections, which assume the Exit Term Loan
in the amount of $680 million, a six-year maturity date, an
interest rate 4.25% above LIBOR, with a LIBOR floor of 2%,
quarterly principal payments of approximately $1.6 million, and
no excess cash flow principal payments; and an Exit Revolving
Credit Facility with a maximum availability on the Effective Date
of $150 million, a maturity of five years, an interest rate of
four 4.25% above LIBOR, with a LIBOR floor of 2%, and an unused
line fee of one 1.5%.  The Exit Revolving Credit Facility will be
used to finance seasonal working capital and other general
corporate needs on an ongoing basis.

The Plan also contemplates the entry by the Debtors into the New
TW Loan.  The New Term Loan is backed by TW-SF LLC or any other
affiliate of Time Warner Inc., as the Lender with a $150 million
facility, which amount will be permanently reduced on a dollar-
for-dollar basis to the extent of each draw under the facility.

The Borrowers in the new TW Loan are SFOG Acquisition A, Inc.;
SFOG Acquisition B, LLC; SFOT Acquisition I, Inc.; and SFOT
Acquisition II Inc. -- the "Acquisition Parties," with SFI, SFO,
SFTP, as Guarantors,  and each subsidiary of SFI who are or in
the future become guarantors under the Exit Facilities.

The loan has a term of five years from each funding and an
amortization of 100% of SFI's share of preferred distributions
from partnership parks applied to pay down the loans.
Projections assume the New TW Loan will be used to finance future
put obligations after the Company funds the first $10 million to
$15 million, has a five year maturity, and an interest rate of
5.25% above LIBOR, with a LIBOR floor of 2.50%.

The Debtors expect the Confirmation of the Plan to occur in March
2010, with Six Flags expected to emerge from bankruptcy shortly
thereafter.

A full-text copy of the Debtors' Exit Facility Disclosure is
available for free 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: Gets Protective Order On Confidential Materials
----------------------------------------------------------
Judge Christopher S. Sontchi of the United States Bankruptcy
Court for the District of Delaware issued a 26-page protective
order that governs the production of documents and other
information in connection with all proceedings relating to the
confirmation of any plan of reorganization or approval of any
disclosure statement in connection with Six Flags Inc.'s
bankruptcy proceedings.

The Court issued the Protective Order upon the consent of (a) the
Debtors, (b) the Ad Hoc Committee of Six Flags Operations
Noteholders, (c) the Official Committee of Unsecured Creditors,
(d) the Ad Hoc Committee of Six Flags, Inc. Noteholders, (e) JP
Morgan Chase Bank, N.A., (f) the Blackstone Group L.P., and (g)
the first lien lender Steering Committee, and each of their
members, officers, directors, employees, consultants, retained
experts, and outside counsel.

These Parties recognize that discovery in this action may require
production of certain business records and other materials
containing confidential and proprietary business or financial
information.  The parties seek to litigate this action without
jeopardizing any Party or non-party's interests in the
confidentiality of that information.

The Court, upon finding that sufficient cause exist to grant the
relief, determines that:

(1) Documents and information that likely will be produced in
     discovery in connection with the Litigation contains
     commercially sensitive and proprietary business
     information.  The confidentiality of this information has
     substantial economic and competitive value, and disclosure
     thereof could cause harm to the Parties;

(2) The Court specifically finds that the harm that would
     result to the privacy of the Parties and other persons in
     interest from disclosure of the confidential and
     proprietary information in this case outweighs public
     interest in access to the information.

Based on these findings, Judge Sontchi ruled that any documents
or pleadings filed with the Court that constitute, quote,
describe, or refer to Protected Material will be filed under
seal.  These documents or pleadings will remain sealed through
the duration of the case, including appeals.

A full-text copy of the Protective Order is available for free at
http://bankrupt.com/misc/SixF_ConfidentialityProtectiveOrder.pdf

                       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: Assumes Eight Non-Residential Leases
-----------------------------------------------
Six Flags Inc. and its units sought and obtained the Court's
approval of (i) their assumption of eight unexpired leases of
nonresidential real property and (ii) the proposed cure amounts
with respect to the assumption of the leases:

Property                                    Cure Amount
--------                                    -----------
MIS Data Center
Grand Prairie
Tarrant County, Texas                                $0

Six Flags Roller Coaster Cuts
King of Prussia
Montgomery County, Philadelphia                 $14,408

Six Flags Roller Coaster Cuts
West Hartford County, Connecticut                    $0

Corporate Apartment
West 48th Street, Apartment 363
New York                                             $0

Warehouse Space
757 109th Street
Arlington, Tarrant County, Texas                     $0

Six Flags Discovery Kingdom                          $0

Six Flags New England
1792 Main Street
Agawam, Hampton County
Massachusetts                                        $0

Six Flags New England
1762 Main Street
Agawam, Hampton County
Massachusetts                                        $0

Zachary I. Shapiro, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, tells the Court that since the Petition
Date, as part of the their ongoing restructuring efforts, the
Debtors have been working diligently with their advisors to
identify which of the Leases are no longer beneficial to the
Debtors' estates, and which Leases are necessary to the Debtors'
ongoing operations.

As part of this process, the Debtors have identified eight Leases
which, in the Debtors' business judgment, are necessary to
sustain their business operations through and upon their
emergence from these Chapter 11 cases.

In order to comply with the cure requirements of Section 365 of
the Bankruptcy Code, the Debtors propose to pay cure amounts to
each applicable landlord under the Leases.

The Cure Amounts reflect the cure amounts owed with respect to
the Leases according to the Debtors books and records as of
December 1, 2009.  The Debtors propose to pay the Cure Amounts
within 10 business days of entry of the order approving this
motion, or on another date as the parties may agree.

The Debtors ask the Court to require from any party that objects
to the Cure Amounts to file their objections not later than
January 28, 2010.

If no valid objection is timely received, the Debtors will be
authorized to assume the Lease upon entry of the Order, and the
Debtors' proposed Cure Amount will be fixed.

                       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-


SMITHFIELD FOODS: John Morrell Unit to Close Sioux City Plant
-------------------------------------------------------------
John Morrell & Co. said it would permanently close its hog
processing and fresh meat fabrication plant located in Sioux City,
Iowa, effective April 20, 2010.  The Sioux City plant processes
hogs and produces boneless loins and other fresh pork products.
John Morrell is a subsidiary of Smithfield Foods, Inc.

"We deeply regret having to close this facility," said Joseph B.
Sebring, president of John Morrell. "We recognize that layoffs and
plant closings are difficult for everyone concerned. But at the
same time, we believe this is a necessary business decision. The
Sioux City plant is one of the oldest, most outdated and least
efficient plants in the Smithfield system," he continued.

Nathan Becker at Dow Jones Newswires reports that Smithfield has
been culling supply amid a string of losses in its pork-
production segment amid sharply lower prices.  Dow Jones says the
Company in December reported that the red ink from continuing
operations lessened in its latest quarter as results improved at
all of its businesses except for its hog- production unit.

The Sioux City plant closure will affect 1,450 hourly and salaried
employees.  The company will confer with union officials regarding
this transition.

The company will comply with the federal Worker Adjustment and
Retraining Notification Act (WARN), and will provide employees
with a 90-day notification of the plant closure. Under the WARN
Act, the company also will notify state dislocated worker units so
that they can promptly offer dislocated worker assistance. WARN
Act notices, where appropriate, are being issued today.

"The consistent quality of our products is extremely important and
is a daily priority. We are constantly improving our facilities
and equipment to ensure a safer, higher-quality product. In this
case, the Sioux City plant was constructed in 1959 and would
require significant capital expenditures to outfit it with the
next generation of pork processing technology. In this adverse
business environment those capital needs simply cannot be met,"
said Mr. Sebring.

"Furthermore, the Sioux City plant design, layout, and footprint
severely limit our operating and sales flexibility and our ability
to produce value-added packaged meats products and maximize
production throughput. The refrigeration system is antiquated and
inefficient and the plant lacks any significant refrigerated
storage space," he continued.

The company said that three other Smithfield plants -- located in
Sioux Falls, South Dakota; Denison, Iowa; and Crete, Nebraska --
have the capacity to partially absorb the number of hogs that are
currently being processed at Sioux City and that it will transfer
some of the Sioux City production to those plants in the near
term.  This partial transfer of production capacity will not
require the company to secure additional employees. In addition,
the company stated that it will honor all production contracts at
Sioux City and that Smithfield has no further plans for plant
closures in the foreseeable future.

With sales of $12 billion, Smithfield Foods Inc. --
http://www.smithfieldfoods.com/-- is the leading processor and
marketer of fresh pork and packaged meats in the United States, as
well as the largest producer of hogs.


SOLECO INC: Court OKs Continuation of Section 341(a) Meeting
------------------------------------------------------------
Soleco, Inc., sought and obtained permission from the Hon. R.
Kimball Mosier of the U.S. Bankruptcy Court for the District of
Utah to continue the 341 hearing set for January 14, 2009.

The U.S. Trustee for Region 19 had set a meeting of creditors in
Soleco's Chapter 11 cases for January 14, 2010, at 2:00 p.m.  The
meeting was scheduled to be held at 405 South Main Street, Suite
250, Salt Lake City, UT 84111.

The attorney for the Debtor, Rocky D. Crofts, Esq., at The Law
Office of Rocky D. Crofts, P.C., said, "The creditors have not
received notice of the hearing and as such an effective hearing
won't occur.  Further, counsel for the Debtor will be out of the
country until January 21, 2009."

Mr. Crofts said that the Debtor will re-notice the hearing at its
own expense and provide proper proof of the notice once a date is
provided.

Ogden, Utah-based Soleco Incorporated filed for Chapter 11
bankruptcy protection on December 11, 2009 (Bankr. D. Utah Case
No. 09-33830).  Rocky D. Crofts, Esq., at Law Office of Rocky D
Crofts, PC, assists the Company in its restructuring effort.  The
Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


SOLECO INC: Taps Rocky D. Crofts as Bankruptcy Counsel
------------------------------------------------------
Soleco, Inc., has asked for authorization from the U.S. Bankruptcy
Court for the District of Utah to employ Rocky D. Crofts and his
firm, The Law Office of Rocky D. Crofts, P.C., as bankruptcy
counsel.

Mr. Crofts will, among other things:

     a. advise the Debtor of its rights, powers, duties as a
        debtor-in-possession, and in fulfilling its duties;

     b. prepare motions, applications, reports, pleadings, and
        papers in connection with the responsibilities of the
        Debtor as the Debtor sees fit; and

     c. aid in the preparation and consummation of a plan of
        reorganization.

Mr. Croft, the sole shareholder of The Law Office of Rocky D.
Crofts, assures the Court that the firm is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

Rocky D. Crofts received of $1,539 from the Debtor, of which
$1,039 was paid for the Chapter 11 filing fee and the remaining
$500 was for the commencement of work on the file.  The firm will
apply to the Court for allowance of compensation for all services
performed and reimbursement of expenses incurred after the
Debtor's retention of the firm.

Ogden, Utah-based Soleco Incorporated filed for Chapter 11
bankruptcy protection on December 11, 2009 (Bankr. D. Utah Case
No. 09-33830).  Rocky D. Crofts, Esq., at Law Office of Rocky D
Crofts, PC, assists the Company in its restructuring effort.  The
Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


SMURFIT-STONE: Removal Period Extended to April 21
--------------------------------------------------
Smurfit-Stone Container Corp. and its units obtained a third
extension of the period within which they may file notices of
removal of claims and causes of action pursuant to Section 1452 of
the Bankruptcy Code and Rule 9027 of the Federal Rules of
Bankruptcy Procedure.  The removal period is extended by 120 days,
through and including April 21, 2010.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, submitted that cause exists to further extend the
Removal Period because the size of the Debtors' business
operations and the large number of Debtors involved have caused
the Debtors' management and advisors to devote an extraordinary
amount of time ensuring the Debtors meet the requirements of the
Chapter 11 process while maintaining smooth business operations.

Furthermore, the Debtors have undertaken substantial efforts to
negotiate, formulate and present a Joint Plan of Reorganization
for Smurfit-Stone Container Corporation and its Debtor
Subsidiaries and Plan of Compromise and Arrangement for Smurfit-
Stone Container Canada Inc. and Affiliated Canadian Debtors and
related Disclosure Statement, Mr. Conlan noted.

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and $5.582 billion
in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Gets Nod for Smurfit Kappa Settlement
----------------------------------------------------
Smurfit-Stone Container Corp. and its units sought and obtained
authority from the U.S. Bankruptcy Court to enter into a
settlement agreement with Smurfit International B.V., Smurfit
Kappa Packaging LLC, Smurfit Carton Y Papel DeMexico, S.A. DE
C.V., and Smurfit Services Limited t/a Smurfit Group Services.
In addition, the Debtors were authorized by the Court to assume a
certain supply agreement.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, relates that in February 2003, Smurfit B.V., an
affiliate of Smurfit Kappa, purchased the European operations of
Smurfit-Stone Container Corporation, one of the Debtors, which
include Europa Carton AG, a German paperboard and corrugated
container company, pursuant to a certain stock purchase
agreement.

The terms of the Stock Purchase Agreement provided, among other
things, that SSCC would indemnify Smurfit B.V. for any losses
arising from certain potential tax liabilities related to Europa
Carton.  In conjunction with the execution of the Stock Purchase
Agreement, SSCC entered into a Containerboard Supply Agreement
with an affiliate of Smurfit B.V., Smurfit Carton.

Mr. Conlan says that the Supply Agreement (i) obligates the
Smurfit Kappa Entities to purchase a minimum number of tons of
containerboard from SSCC annually, and (ii) currently expires on
September 30, 2013.

In March 2009, the German taxing authority finalized its
assessment of a EUR5,876,705 tax deficiency claim against Europa
Carton.  On August 26, 2009, Smurfit B.V. timely filed a proof of
claim against SSCC for the Assessed Tax Deficiency based upon
SSCC's agreement to indemnify Smurfit B.V. in connection with the
Stock Purchase Agreement.

Mr. Conlan discloses that throughout the Chapter 11 cases,
Smurfit Kappa and the Debtors have been involved in good faith,
arm's-length discussions regarding the Assessed Tax Deficiency
and the terms of the Supply Agreement.  As a result of the
discussions, Smurfit Kappa and the Debtors have reached a global
resolution to resolve all issues relating to the Assessed Tax
Deficiency and Supply Agreement which manifests itself through
the parties' entry into an amendment to the Supply Agreement and
the Settlement Agreement.

The key provisions of the resolution are:

  (a) The Debtors will pay EUR4,300,000 to Smurfit Kappa in full
      satisfaction of its prepetition claim, within seven
      calendar days after execution of the Settlement Agreement.

  (b) In consideration for payment of the Indemnity Claim,
      Smurfit Kappa agrees to withdraw, with prejudice, the
      claim previously asserted against the Debtors.  Smurfit
      Kappa further agrees not to file or otherwise assert
      against the Debtors any lien related in any way to any
      remaining prepetition amounts allegedly owed to SK by the
      Debtors.  Furthermore, if Smurfit Kappa has taken steps to
      file or assert a lien prior to entering into the
      Agreement, they agree to take the necessary steps to
      remove the lien as soon as practicable after receipt of
      payment of the Indemnity Claim.

  (c) In further consideration for payment of the Indemnity
      Claim, Smurfit Kappa agrees to enter into an amendment to
      the Supply Agreement which provides for a three year
      extension of the Supply Agreement and an adjustment of the
      payment terms under the Supply Agreement in favor of the
      Debtors.

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and $5.582 billion
in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Unit to Return More in Chapter 7, Aurelius Says
--------------------------------------------------------------
Aurelius Capital Management LP and Columbus Hill Capital
Management LP ask the Court to covert the Chapter 11 case of
Stone Container Finance Company of Canada II, one of the Debtors,
to a case under Chapter 7 of the Bankruptcy Code.

Aurelius and Columbus are managers of funds that hold
approximately 62% of the outstanding principal amount of the 7
3/8% Senior Notes due July 15, 2014 issued by Finance II on July
20, 2004.

Scott D. Cousins, Esq., at Greenberg Traurig LLP, in Wilmington,
Delaware, relates that Aurelius and Columbus made their request
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."

Mr. Cousins notes 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 recovery on
    Finance II's only known material assets, which are claims
    against other Debtors and Finance II's officers and
    directors in the Chapter 11 cases.

  * Finance II's officers and directors 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.

Only conversion of Finance II's case to a case under Chapter 7
will allow maximization of the recoveries for Finance II and its
creditors, Mr. Cousins asserts.  He insists that "cause" exists
for the conversion of the case, and conversion is clearly in the
best interests of Finance II's estate and creditors.

Finance II's only directors are Patrick J. Moore, Steven Klinger
and John R. Murphy, all of whom are also executives of Smurfit
Stone Container Corporation or its affiliates.  Mr. Moore is the
chairman of the board and the chief executive officer of SSCC, as
well as a director and an officer of Finance II, and an employee
of SSCC or one of its affiliates that is dominated and controlled
by SSCC.  Mr. Moore is subject to an employment agreement and
SSCC's management incentive plan under which his compensation is
tied in part to the success of SSCC.  Mr. Moore also owns shares
of stock in SSCC, is a participant in an employee incentive plan
and will be entitled to certain equity grants if the Debtors'
Chapter 11 Plan of Reorganization is confirmed.

Instead of trying to maximize the value of Finance II, the
SSCC Executives have engaged in gross mismanagement and self-
dealing with respect to Finance II and have violated their
fiduciary duties of loyalty and care to Finance II's creditors by
refusing to take actions that are manifestly in the best
interests of Finance II's creditors, Mr. Cousins relates.  He
explains that because of their conflicted loyalties to the other
Debtors, the SSCC Executives have subordinated their duties to
Finance II by affirmatively misusing their control of and
neglecting their duties to Finance II to benefit Finance II's
affiliated Debtors and the SSCC Executives, all to the harm and
prejudice of Finance II and its creditors.

As a result of the abdication of their fiduciary duties by the
SSCC Executives, Finance II has meritorious Related Party Claims
against those parties which should be pursued for the benefit of
Finance II's creditors, however, the Debtor' Chapter 11 Plan of
Reorganization purports to release and enjoin those claims, Mr.
Cousins argues.

Although Finance II has no operations to restructure, it does
have significant assets including a certain "Wind-up Claim"
against its parent company Smurfit-Stone Container Enterprise, an
intercompany claim against Smurfit-Stone Container Canada, and
breach of fiduciary duty and other related party claims against
the SSCC Executives and other fiduciaries, Mr. Cousins discloses.
He notes that upon information and belief, all of Finance II's
known assets are comprised of claims against other Debtors or
Finance II's own officers and directors.

As the owner of Finance II, SSCE is required under Section 135 of
the Companies Act to make contributions to Finance II in an
amount sufficient to satisfy all of Finance II's debts and
obligations to Finance II's creditors, Mr. Cousins says.  He
submits that the Wind-up Claim is a separate and independent
claim held by Finance II against SSCE, and in particular is a
separate and independent obligation of SSCE in addition to its
other debt obligations.

Finance II's corporate structure is typical of many Canada-U.S.
cross-border financing structures which make use of an unlimited
liability company formed under the laws of Nova Scotia because a
ULC is treated as a corporation for Canadian tax purposes but as
a "disregarded entity" for U.S. federal income tax purposes.

"SSCE should not be permitted to derive significant tax benefits
from the ULC structure and then, when it is convenient, deprive
Finance II's creditors of the benefit to which they are entitled
by virtue of Finance II's corporate structure," Mr. Cousins
asserts.

Notwithstanding the clear conflicts of interest between Finance
II and the other U.S. Debtors, and the clear self-dealing by the
SSCC Executives in violation of their fiduciary duties of loyalty
and care to Finance II and its creditors, Mr. Cousins argues that
Finance II was and continues to be "represented" by Sidley Austin
LLP and Stikeman Elliott LLP in connection with the development
and prosecution of the Plan.

Both Sidley Austin LLP and Stikeman Elliott LLP have debilitating
conflicts that should disqualify them from continuing to
represent Finance II while also representing the other Debtors,
Mr. Cousins asserts.  He adds that the lack of representation of
Finance II is apparent in the treatment of Finance II's Claims
against each of the U.S. Debtors and Canadian Debtors in the
Plan.

Under the Plan, the Debtors proposes to wind up Finance II but
only after structuring it to deprive the holder of the benefit of
the Wind-up Claim by treating it inappropriately.

If treated as an allowed claim, the Wind-up Claim is classified
as an intercompany claim against SSCE, Mr. Cousins points out.
He explains that there is no principled basis for classifying the
Wind-up Claim separate from general unsecured claims against
SSCE.

"Such classification serves only to permit the Debtors to avoid
paying the Wind-up Claim the same recovery general unsecured
creditors of SSCE would receive and to disenfranchise Finance
II," Mr. Cousins says.

With regard to the Intercompany Claim, it is classified in its
own class against SSC Canada.  Mr. Cousins explains that the
classification scheme 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 against SSC Canada, which is a transparent attempt to
create an impaired accepting class at SSC Canada.

For these reasons, Aurelius and Columbus ask the Court to grant
their request.

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and $5.582 billion
in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Hinrichs Non-Compete Pact Approved by Court
----------------------------------------------------------
Smurfit-Stone Container Corp. and its units sought and obtained
approval from the Bankruptcy Court to enter into a confidential
Non-compete and Consulting Agreement with Charles A. Hinrichs, the
Debtors' former senior vice president and chief financial officer.

The Court approved the Debtors' request after the Debtors'
certified that there were no objections as of December 15, 2009.

While acting as the Debtors' SVP and CFO, Mr. Hinrichs was
employed pursuant to an Employment Agreement, which included
significant non-competition and non-solicitation provisions.

As of the effective termination date of his employment, Mr.
Hinrichs' combined annual base salary and bonus potential was
$752,400, James F. Conlan, Esq., at Sidley Austin LLP, in
Chicago, Illinois notes.  He further discloses that separate from
the Employment Agreement, Mr. Hinrichs is also a vested
participant in the Jefferson Smurfit Corporation Supplemental
Income Pension Plan II and his SIPP benefit has a lump sum
payment value amounting to $1,437,615.

The Debtors, however, have not assumed the SIPP nor the
Employment Agreement and Mr. Hinrichs, therefore, has a claim
against the Debtors for payment under the SIPP and a separate
claim under his Employment Agreement.

Mr. Conlan explains that the Debtors seek to obtain the benefits
of Mr. Hinrichs' extensive knowledge, particularly as it relates
to claims and other financial matters through a consultancy
arrangement to extend through the later of the date one year
after the cessation of his employment or until May 18, 2010, or
the effective date of the Debtors' plan of reorganization.

In connection with the proposed consultancy arrangement, Mr.
Hinrichs will agree to non-compete and non-solicitation
provisions extending two years after the termination of his
employment, and release all claims against the Debtors.

In exchange for the added services and protections, the Debtors
propose paying Mr. Hinrichs $1,800,000, which takes into account
the value of his approximately $1,400,000 benefit claim and also
provides a reasonable payment -- that is significantly less
than one year of his annual compensation potential during his
last year of employment -- for the valuable consulting services
and non-competition obligations with which he will comply.

Additionally, Mr. Hinrichs will release all claims against the
Debtors, including his prepetition claims under his Employment
Agreement for severance pay equal to two times his combined
annual base salary and bonus potential, which is approximately
$1,500,000, which he has agreed is limited to $752,400 pursuant
to Section 502(b)(7) of the Bankruptcy Code.

Mr. Conlan contends that the proposed $1,800,000 payment to Mr.
Hinrichs is more reasonable when compared to the gross value of
Mr. Hinrichs' claims under his Employment Agreement plus the SIPP
that total approximately $2,900,000, and even when compared to
the $2,200,000 gross value of his claims.

"In sum, the total proposed payment to Mr. Hinrichs of $1,800,000
is only a portion of the value of his total claims against the
[Debtors], in exchange for which the [Debtors] will receive his
additional critical services, his release of claims, and his
agreement to the non-competition and non-solicitation
protections," Mr. Conlan explains.

Accordingly, the Debtors believe that the proposed consultancy
arrangement is in the best interests of their estates and
creditors and a product of the Debtors' sound business judgment.

The Debtors note that they have consulted with the Official
Committee of Unsecured Creditors, which supports the proposal.

A full-text copy of the Non-Compete Agreement is available for
free at http://bankrupt.com/misc/SmurfHinrichsAgrmt.pdf

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and $5.582 billion
in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SUNWEST MANAGEMENT: Kandu Capital Buys Ohio Living Community
------------------------------------------------------------
Kandu Capital, LLC, along with its operating company, Bloomfield
Senior Living, announced the acquisition of a new senior living
community in Ohio on January 15, 2010.  This is Kandu's second
transaction this month as it continues to expand its portfolio of
independent and assisted living, memory care, skilled nursing and
mental health facilities throughout the United States.

The Northwesterly Assisted Living Community, located in Lakewood,
Ohio, was built in 1988 and consists of 55,000 square feet sitting
on 1-acre.  The Northwesterly is a 91-unit assisted living
community.  Tony Kantor, Director of Finance, stated, "We have
allocated significant resources to enhance the community.  With
these upgrades, the Northwesterly will be the leading community in
the area."  Bradley Dubin, Director of Acquisitions, added,
"Lakewood is a mature, stable, inviting community with a rich
history and promising future, which offers both the amenities of
metropolitan living and the intimacy of a small town.  We are
thrilled to bring over 40 years of experience and success into the
market, and we will continue to pursue other opportunities in Ohio
aggressively."

Sunwest Management, Inc., previously owned the Northwesterly.
Kandu, leveraging its senior management's sophisticated investing
experience, successfully acquired this asset out of a complex
bankruptcy 363-sale.  Kandu closed the transaction all cash.  This
acquisition follows Kandu's integrated approach of selectively
acquiring and managing well-located, value-add, independent
living, assisted living and memory care communities throughout the
Midwest.  Kandu intends to acquire additional senior living
communities in this geographic region.

                       About Sunwest Management

Founded in Oregon in 1991, Sunwest Management --
http://www.sunwestmanagement.com/-- remains one of the largest
private senior living providers in the country and is a
significant Oregon employer.  In 2008, the company engaged
Hamstreet & Associates and Alvarez & Marsal to serve as financial
advisors.  Clyde Hamstreet is founder and principal of Hamstreet &
Associates, a Portland-based, nationally recognized turnaround
firm that is leading the effort to provide quality care, preserve
value, and help Sunwest meet its obligations to creditors and
investors. Michael Grassmueck is the founder and principal of
Grassmueck Group, a national firm that specializes in fiduciary
and insolvency services, which is based in Portland, Ore.  He has
served as a trustee in bankruptcy and as fiduciary in the state
and federal courts in thousands of cases for more than 25 years.

In March 2009, U.S. District Judge Michael Hogan appointed Michael
Grassmueck as receiver after the Securities and Exchange
Commission filed suit against Sunwest and former CEO Jon Harder,
alleging securities fraud.

The Company engaged Clyde Hamstreet as chief restructuring officer
in late November 2008 to serve as CRO, an appointment continued in
March by the U.S. District Court after the SEC lawsuit was filed.

Sunwest Management has put 10 assisted living centers -- two in
Oregon -- into Chapter 11 bankruptcy.  Briarwood Retirement and
Assisted Living Community LLC, which owns a retirement center in
Springfield, and Century Fields Retirement and Assisted Living
Community LLC, which owns a center in Lebanon, filed for Chapter
11 on Aug. 19, 2008.  On Aug. 17, 2008, eight Sunwest-affiliated
LLCs filed for Chapter 11 bankruptcy protection from creditors in
Tennessee.


SUNWEST MANAGEMENT: Emeritus JV to Buy 134 Communities
------------------------------------------------------
Emeritus Corporation has entered into a joint venture agreement
with Blackstone Real Estate Advisors VI, L.P., and Columbia
Pacific Advisors, an affiliate of the Chairman and Co-CEO of
Emeritus, in connection with the acquisition by the Joint Venture
of approximately 134 communities currently operated by an
affiliate of Sunwest Management, a Salem, Oregon-based operator of
senior living communities.

BREA will have up to an 80% equity interest in the Joint Venture
and Emeritus and Columbia Pacific each will have up to a 10%
equity interest in the Joint Venture.  The Joint Venture has
entered into a purchase and sale agreement to acquire the 134
communities from Sunwest for approximately $1.15 billion. The
Joint Venture will post a $50 million purchase deposit in
conjunction with the signing.  The purchase includes cash, the
assumption of secured debt, and the potential equity rollover of
up to $25 million by the existing Sunwest investors.

In conjunction with the proposed acquisition, Emeritus entered
into an agreement with the Joint Venture to manage the portfolio
of communities for a fee equal to 5% of gross revenues.  In
addition, the Joint Venture agreement contains provisions to allow
Emeritus a right of first opportunity to purchase the communities
or the Joint Venture interests at fair value, and includes a
profit sharing provision for Emeritus if the Joint Venture's
internal rate of return exceeds established thresholds.

Mr. Dan Baty, Chairman and Co-CEO of Emeritus, said, "This
represents an opportunity to layer in our core product, within our
geographic footprint in a structure with Blackstone that has been
successful for us in the past.  We have spent significant time and
resources to understand the operational and physical requirements
of these communities so that we can efficiently integrate them
into our nationwide operating structure."

The purchase and sale agreement is subject to bankruptcy court
approvals and finalization of loan modifications with the secured
creditors.  The bankruptcy court process also includes an open
bidding period and process that will allow other qualified parties
to bid on the portfolio.

                       About Sunwest Management

Founded in Oregon in 1991, Sunwest Management --
http://www.sunwestmanagement.com/-- remains one of the largest
private senior living providers in the country and is a
significant Oregon employer.  In 2008, the company engaged
Hamstreet & Associates and Alvarez & Marsal to serve as financial
advisors.  Clyde Hamstreet is founder and principal of Hamstreet &
Associates, a Portland-based, nationally recognized turnaround
firm that is leading the effort to provide quality care, preserve
value, and help Sunwest meet its obligations to creditors and
investors.  Michael Grassmueck is the founder and principal of
Grassmueck Group, a national firm that specializes in fiduciary
and insolvency services, which is based in Portland, Ore.  He has
served as a trustee in bankruptcy and as fiduciary in the state
and federal courts in thousands of cases for more than 25 years.

In March 2009, U.S. District Judge Michael Hogan appointed Michael
Grassmueck as receiver after the Securities and Exchange
Commission filed suit against Sunwest and former CEO Jon Harder,
alleging securities fraud.

The Company engaged Clyde Hamstreet as chief restructuring officer
in late November 2008 to serve as CRO, an appointment continued in
March by the U.S. District Court after the SEC lawsuit was filed.

Sunwest Management has put 10 assisted living centers -- two in
Oregon -- into Chapter 11 bankruptcy.  Briarwood Retirement and
Assisted Living Community LLC, which owns a retirement center in
Springfield, and Century Fields Retirement and Assisted Living
Community LLC, which owns a center in Lebanon, filed for Chapter
11 on Aug. 19, 2008.  On Aug. 17, 2008, eight Sunwest-affiliated
LLCs filed for Chapter 11 bankruptcy protection from creditors in
Tennessee.


TATANKA DEVELOPMENT: Court Dismisses Reorganization Case
--------------------------------------------------------
The Hon. Peter J. McNiff of the U.S. Bankruptcy Court for the
District of Wyoming approved the dismissal of Tatanka Development
Company, LLC's Chapter 11 case.

The Bank of Jackson Hole, a secured creditor, requested for the
dismissal of the Debtor case relating that:

   -- the Debtor lacks prospects for an effective reorganization;

   -- the sole purpose in filing was to take advantage of the
      automatic stay and prevent the foreclosure of the mortgages;
      and

   -- the House was transferred to the Debtor on the eve of the
      foreclosure sale, without consent or notice to frustrate
      BOJH's remedy for the Debtor's default.

Jackson, Wyoming-based Tatanka Development Company, LLC, filed for
Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D.
Wyo. Case No. 09-21174).  Mark E. Macy, Esq., at Macy Law Office,
P.C., assists the Company in its restructuring effort.  According
to the schedules, the Company has assets of $11,501,174, and total
debts of $6,231,627.


TAYLOR-WHARTON: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Taylor-Wharton International, LLC, filed with the U.S. Bankruptcy
Court for the District of Delaware its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $24,549,186
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                             $149,164,271
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $3,245
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $88,122,677
                                 -----------      -----------
        TOTAL                    $24,549,186    $237,290,193

Taylor-Wharton International, LLC, is the world's leading
technology, service and manufacturing network for gas applications
involving pressure vessels and precision valves.  Taylor-Wharton
International operates three complementary businesses from 16
manufacturing, sales, warehouse and service facilities in six
countries on four continents, and markets its products in over 80
countries worldwide.

The Company filed for Chapter 11 bankruptcy protection on
November 18, 2009 (Bankr. Delaware Case No. 09-14089).  The
Company listed $10,000,001 to $50,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

These affiliates of the Company also filed separate Chapter 11
petitions: Alpha One, Inc.; American Welding & Tank, LLC; Beta
Two, Inc.; Delta Four, Inc.; Epsilon Five, Inc.; Gamma Three,
Inc.; Sherwood Valve, LLC; Taylor-Wharton Intermediate Holdings
LLC; Taylor-Wharton International LLC; TW Cryogenics LLC; TW
Cylinders LLC; TW Express LLC; and TWI-Holding LLC.


TERRACE GATE: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Terrace Gate Realty, LLC
        3075 Richmond Terrace
        Staten Island, NY 10303

Bankruptcy Case No.: 10-40358

Chapter 11 Petition Date: January 19, 2010

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

Judge: Dennis E. Milton

Debtor's Counsel: Paul Hollender, Esq.
                  Corash & Hollender PC
                  1200 South Avenue, Suite 201
                  Staten Island, NY 10314
                  Tel: (718) 442-4424
                  Fax: (718) 273-4847
                  Email: info@silawfirm.com

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

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

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

            http://bankrupt.com/misc/nyeb10-40358.pdf

The petition was signed by Yasar Tahmaz, managing & sole member of
the Company.


TERREL REID: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Terrel Reid
               Sharon Davies
               131 First Avenue North
               Ketchum, ID 83340

Bankruptcy Case No.: 10-40057

Chapter 11 Petition Date: January 15, 2010

Court: United States Bankruptcy Court
       District of Idaho [LIVE] (Twin Falls)

Judge: Jim D. Pappas

Debtors' Counsel: Matthew Todd Christensen, Esq.
                  Angstman, Johnson & Associates, PLLC
                  3649 N. Lakeharbor Lane
                  Boise, ID 83703
                  Tel: (208) 384-8588
                  Fax: (208) 853-0117
                  Email: mtc@angstman.com

                  Thomas James Angstman, Esq.
                  Angstman Johnson & Associates, PLLC
                  3649 N Lakeharbor Ln
                  Boise, ID 83703
                  Tel: (208) 384-8588
                  Fax: (208) 853-0117
                  Email: mindy@angstman.com

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

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

The petition was signed by the Joint Debtors.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
American Express           Credit card            $14,837

American Express Optima    Credit card            $8,214

Bank of America            Van                    $10,588
                                                  ($0 secured)

Bank of America            15 East Deloney,       $709,000
233 S. Wacker Drive        Jackson, Wyoming and   ($0 secured)
Ste. 2800                  131 N. 1st Ave.,
Chicago, IL 60606          Ketchum, ID

Bank of America            Davies Reid, Inc.      $601,258
233 S. Wacker Drive        inventory              ($0 secured)
Ste. 2800
Chicago, IL 60606

Bank of America            Default fees           $75,000

Jackson Magazine           Advertising            $1,315

Keybank                    Credit card            $20,900

KPCW                       Advertising            $1,000

Mills Publication          Advertising            $486

Mountain Express           Advertising            $986

SLC Magazine/RMS           Advertising            $450

The Cabin Literary Center  Advertising            $1,200

The Catalogs               Advertising            $1,815

US Bank                    Credit card            $20,000

US Bank                    Credit card            $18,586

United Mileage Plus        Credit card            $25,100

United Mileage Plus        Credit card            $25,062

Wells Fargo                Credit card            $33,355

Wells Fargo                Credit card            $29,211


THOMAS LACASSE: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Thomas James LaCasse
        134 Normandy Rd
        Longmeadow, MA 01106

Bankruptcy Case No.: 10-30088

Chapter 11 Petition Date: January 19, 2010

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

Judge: Henry J. Boroff

Debtor's Counsel: Laird J. Heal, Esq.
                  78 Worcester Road
                  P.O. Box 365
                  Sterling, MA 01564
                  Tel: (978) 422-0135
                  Fax: (978) 422-0463
                  Email: LJHeal@verizon.net

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

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

According to the schedules, the Company has assets of $4,110,325,
and total debts of $2,675,369.

A full-text copy of Mr. LaCasse's petition, including a list of
his 8 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/mab10-30088.pdf

The petition was signed by Mr. LaCasse.


THOMAS SCHULTHEIS: Wants MS & M to Handle Reorganization Case
-------------------------------------------------------------
Thomas K. Schultheis and Toni L. Schultheis ask the U.S.
Bankruptcy Court for the Central District of California for
permission to employ Michaelson, Susi & Michaelson, a Professional
Corporation as counsel.

MS & M will perform services related to the Chapter 11 case of the
Debtors

Franklyn S. Michaelson, a member of MS & M, tells the Court that
the firm received a prepetition retainer of $50,000.

The hourly rates of MS & M's personnel are:

     Peter Susi                    $475
     Mr. Michaelson                $475
     Jon Gura                      $340
     Legal Assistants               $95

Mr. Michaelson assures the Court that MS & M is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Michaelson can be reached at:

     Michaelson, Susi & Michaelson
     7 W Figueroa Street 2nd Fl
     Santa Barbara, CA 93101-3191
     Tel: (805) 965-1011

Santa Barbara, California-based Thomas K. Schultheis and Toni L.
Schultheis filed for Chapter 11 on November 25, 2009 (Case C.D.
Calif. No. 09-14964).  The Debtors say they do not have unsecured
creditors who are non-insiders.  In their petition, the Debtors
listed assets and debts both ranging from $10,000,001 to
$50,000,000.  According to the schedules, the Debtor have assets
of $34,888,100, and total debts of $10,450,000.


TOUSA INC: Gets Nod for Sale Deal with NexGen
---------------------------------------------
Tousa Inc. and its units obtained permission from the Bnakruptcy
Court of their entry into a Real Estate Purchase and Sale
Agreement with NexGen Lot Holdings, L.L.C., contemplating a sale
of certain of TOUSA Homes' assets in its Colorado Region for
$739,800, subject to higher bids.

Typically, a sale of the Debtors' property for less than
$1 million would be accomplished via notice to certain parties-in-
interest pursuant to a Non-Core Asset Sales Order dated March 3,
2008.  In their current request, however, the Debtors' "Borrowing
Base" value of $1,605,449 attributed to the Property exceeds to
the proposed cash purchase price.  Thus, the Debtors filed a
formal motion with the Court for permission to enter into the
NexGen Lot Agreement.

The Debtors historically conducted homebuilding operations in
various metropolitan markets located throughout Colorado.  Within
the Colorado Region, TOUSA Homes developed, among other
properties, Castlewood Ranch community located in Castle Rock,
Colorado, Riverdale Park subdivision located in Thornton,
Colorado, the Jasper Street condominiums located in Commerce
City, Colorado, and Fox Meadow community located in Longmont,
Colorado.

Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, relates that TOUSA Homes owns 244 lots in the
Communities.  Consistent with their revised business plan and to
sell their remaining interests in the Communities and in the
overall Colorado Region, the Debtors began marketing the Colorado
unsold lots as independent communities in April 2009.  To that
end, four offers were received by TOUSA Homes.  Upon analysis,
TOUSA Homes determined that NexGen presented the highest and best
offer for two reasons:

(1) NexGen's offer contemplated a purchase price of $739,800,
     which was significantly higher than each of the other
     offers received; and

(2) NexGen's offer would facilitate a sale of all of TOUSA
     Homes' remaining real estate interests in the Communities
     and thus, would ensure immediate and definite finality
     with respect to TOUSA Homes' interests in the Communities,
     as opposed to piecemeal or protracted sales of individual
     lots in each of the Communities over an extend period of
     time.

Accordingly, TOUSA Homes and NexGen entered into the Agreement,
the salient terms of which are:

  * NexGen will pay $739,800 for the 244 Colorado Unsold Lots,
    together with all improvements and fixtures and all related
    rights and appurtenances related to the Property.  In
    additional, with respect to Jasper Street, NexGen will
    acquire TOUSA Homes' rights with respect to 18 completed
    garage spaces.  With respect to Riverdale Park, NexGen may
    confirm during the due diligence process that the right to
    use 24 garage units is allocated by the Covenants,
    Conditions and Restrictions for Riverdale Park to use by the
    owners of the lots within that community.  A list of Lots
    subject to the proposed Sale is available for free at:

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

  * TOUSA Homes will assume and assign to NexGen any contracts
    and agreements resulting in rights and obligations with
    respect to the development of the Property and the
    construction and sale of homes, including an agreement
    regarding the payments of marketing fees for a third party
    with respect to Castlewood Ranch.  In addition, TOUSA Homes
    will assume and assign, to the extent possible, all of its
    rights in and to the construction plans.  TOUSA Homes will
    also assume and assign all rights and responsibilities as
    declarant of all owners' associations for which TOUSA Homes
    is the declarant and which affect the Property.

    The Debtors believe that there are no cure amounts
    associated with the assumption of the Assigned Contracts.
    Moreover, the Debtors will provide notice of the Sale
    Motion to each of the counterparties to the Assigned
    Contracts.

  * The Agreement is expressly subject to the Court's entry of
    an order approving the Agreement.  The Closing is scheduled
    to take place on the 15th day after the expiration of an
    Inspection Period, which is a 45-day period beginning on
    November 16, 2009.

The sale of the Property pursuant to the Agreement will allow
TOUSA Homes to sell its remaining unsold lots in the Communities
for the highest and best possible price, Mr. Singerman maintains.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Gets Approval of Sale Pacts with High Pointe
-------------------------------------------------------
Tousa Inc. and its units obtained permission from the Bankruptcy
Court for TOUSA Homes, Inc., to enter into contracts for the
purchase and sale of (i) Sorrel Ranch Filings 3 and 4; and (ii)
Sorrel Ranch Filings 7, 9, and 10, to High Pointe Holdings,
L.L.C., for a total of $722,500, subject to higher and better
bids.

The Debtors developed the Sorrel Ranch subdivision in Aurora,
Colorado.  They marketed the Sorrel Ranch Unsold Lots since April
2009 in relation to their revised business plan.  Certain offers
for the purchase of the Sorrel Ranch assets in bulk were
received.  Upon analysis, TOUSA Homes determined that High
Pointe's offer was the highest and best received.

Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, asserts High Pointe's offer is superior for these
reasons:

  (1) High Pointe's offer contemplated a total purchase price
      for the Properties of $722,500, which, when compared to
      other offers, reflected a higher overall net value for all
      of the subject properties.  While the Debtors received an
      offer to purchase Filings 3 and 4 for a higher price than
      High Pointe's offer, no other party, except for High
      Pointe, was willing to also purchase Filings 7, 9, and 10.

  (2) High Pointe's offer would facilitate a sale of all of lots
      within Sorrel Ranch and thus, would ensure immediate and
      definite finality with respect to TOUSA Homes' interests
      in the Properties, as opposed to piecemeal or protracted
      sales of individual lots over an extended period of time.

  (3) The high monthly carrying costs associated with Sorrel
      Ranch necessitate the sale of the Properties as soon as
      Possible, holding out for any marginally higher price is
      negated by expensive carrying costs.

  (4) High Pointe is a local residential builder and real estate
      investment company, which has previously done business
      with the Debtors.  The Debtors believe that High Pointe is
      ready, willing and able to close the transaction
      contemplated under the Agreements without delay.

Accordingly, after engaging in arm's-length negotiations, TOUSA
Homes and High Pointe entered into the Agreements.  The salient
terms of the Filings 3 and 4 Purchase Agreement are:

  (a) High Pointe will pay $350,000, subject to any closing
      adjustments, for the 150 lots, together with all
      improvements and fixtures and all related rights and
      appurtenances related to the Property.

  (b) TOUSA Homes will assume and assign to High Pointe any
      contracts and agreements resulting in rights and
      obligations with respect to the development of the
      Property and the construction and sale of homes, including
      any contracts and agreements with any governmental entity,
      agency or authority or utility company or district.  The
      Debtors believe that there are no cure amounts associated
      with the assumption of the Assigned Contracts.  Moreover,
      the Debtors will provide notice of the Sale Motion to each
      of the counterparties to the Assigned Contracts.

  (c) Closing is scheduled to take place on the 5th day after
      the expiration of an Inspection Period, which is a 30-day
      period beginning on November 13, 2009.  TOUSA Homes must
      deliver to High Pointe documentation demonstrating
      compliance with the Non-Core Asset Sales Order.

The salient terms of the Filings 7, 9, and 10 Purchase Agreement
are:

  (a) High Pointe will acquire 5 lots for $372,500, subject to
      any closing adjustments, together with all improvements
      and fixtures and all related rights and appurtenances
      related to the Property.

  (b) TOUSA Homes will assume and assign to High Pointe any
      contracts and agreements resulting in rights and
      obligations with respect to the development of the
      Property and the construction and sale of homes, including
      any contracts and agreements with any governmental entity,
      agency or authority or utility company or district.  The
      Debtors believe that there are no cure amounts associated
      with the assumption of the Assigned Contracts.  Moreover,
      the Debtors will provide notice of the Sale Motion to each
      of the counterparties to the Assigned Contracts.

  (c) Closing is scheduled to take place on the 5th day after
      the expiration of an Inspection Period, which is a 30-day
      period beginning on November 13, 2009.  High Pointe must
      deliver to High Pointe documentation demonstrating
      compliance with the Non-Core Asset Sales Order.

The Debtors typically accomplish sales of properties less than $1
million via notice to certain parties-in-interest pursuant to the
Non-Core Asset Sales Order entered March 3, 2008.  However, in
light of a recent third party indication of interest with respect
to the Properties, the Debtors filed a formal sale motion with
respect to the Sorrel Ranch Property to ensure that public notice
of the sale of the Properties is provided.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Wins Nod for Rejection of Kendall Pointe Agreements
--------------------------------------------------------------
Tousa Inc. and its units obtained the Court's authority to reject
executory contracts related to a property development known as
Kendall Pointe nunc pro tunc to the Petition Date.

Debtor TOUSA Homes Florida, L.P., is the owner of a tract of land
intended for the Kendall Pointe residential development.  In
January 2006, TOUSA Florida entered into and recorded against the
Property a declaration of covenants and restrictions.  The
Declaration imposes certain contractual obligations on the Debtor
during the time period between the Debtor's commencement of the
property development and the Debtors' sell-out of all of the
developed lots within the Property to builders or home buyers.
The Debtor's contractual obligations include the requirement to:

  (a) either fund excess expenses incurred by the homeowners
      association, the Townhomes of Kendall Pointe Homeowners
      Association created by the Debtor to operate and manage
      the common areas of the development or pay an amount equal
      to the number of developer's unsold lots times the amount
      of assessments levied against homeowners; and

  (b) construct various recreational facilities within the
      development.

In addition, the Debtor entered into certain oral and written
development obligations related to Kendall Pointe, including the
obligation to construct and complete certain horizontal
infrastructure facilities, including completion of pavement of
roadways.

The Debtor has determined that its Contract Obligations are
burdensome because the cost to perform them is greater than the
benefit to its estate.  Paul Steven Singerman, Esq., at Berger
Singerman, P.A., in Miami, Florida, relates that the Debtor's
decision is consistent with a revised business plan that has been
filed under seal with the Court.

He further clarifies that the Debtor's rejection of the
Declaration Obligations does not destroy the scheme of
development contemplated by the Declaration's covenants that run
with the land.  It is only the Debtor's personal obligations
during the time frame between filing of the Petition Date and
sale of the development lots that are affected, Mr. Singerman
elaborates.

                         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)


TRAVELPORT LLC: Launches Discounted Offer for Floating Rate Notes
-----------------------------------------------------------------
Travelport LLC has commenced a cash tender offer for an aggregate
principal amount of various notes, such that the maximum aggregate
consideration for the Notes to be purchased in the tender offer,
excluding accrued and unpaid interest, will be $350,000,000:

    * its Senior Euro Floating Rate Notes due 2014;
    * its Senior Dollar Floating Rate Notes due 2014;
    * its 10-7/8% Senior Subordinated Euro Notes due 2016;
    * its 9-7/8% Senior Dollar Notes due 2014; and
    * its 11 7/8% Senior Subordinated Dollar Notes due 2016.

The terms and conditions of the tender offer are described in an
Offer to Purchase, dated January 20, 2010, and a related Letter of
Transmittal, which are being sent to holders of Notes.

                Aggregate
                Principal        Late Tender     Early    Total
   Title of     Amount           Offer           Tender   Tender Offer
   Security     Outstanding      Consideration   Premium  Consideration
   --------     -----------      -------------   -------  -------------
   Sr Euro
   Floating
   Rate Notes
   due 2014     EUR171,600,000      EUR965        EUR20        EUR985

   Sr. Dollar
   Floating
   Rate Notes
   due 2014       $144,000,000        $965          $20          $985

   10-7/8%
   Senior
   Subordinated
   Euro Notes
   due 2016    EUR141,800,000     EUR1,050        EUR20     EUR1,070

   9-7/8%
   Sr. Dollar
   Notes
   due 2014      $443,000,000       $1,055          $20       $1,075

   11-7/8%
   Senior
   Subordinated
   Dollar Notes
   due 2016      $247,300,000       $1,080          $20       $1,100

Holders of Notes must validly tender and not validly withdraw
their Notes on or before 5:00 p.m., New York City time, on
February 2, 2010, unless extended to be eligible to receive the
applicable Total Tender Offer Consideration.  Holders of Notes who
validly tender their Notes after the Early Tender Date and on or
before the Expiration Date will be eligible to receive only the
applicable Late Tender Offer Consideration.  In addition to the
applicable Total Tender Offer Consideration or Late Tender Offer
Consideration, holders whose Notes are accepted for purchase in
the tender offer will receive accrued and unpaid interest to, but
excluding, the date on which the tender offer is settled, which
currently is expected to be February 18, 2010.

The tender offer will expire at 11:59 p.m., New York City time, on
February 17, 2010, unless extended.  As set forth in the Offer to
Purchase, validly tendered Notes may be validly withdrawn at any
time on or before 5:00 p.m., New York City time, on February 2,
2010, unless extended.

The completion of the tender offer is subject to the satisfaction
of certain conditions described in the Offer to Purchase,
including, without limitation, the completion of the initial
public offering of shares of Travelport Holdings (Jersey) Limited
(to be re-registered as a public limited company and re-named
Travelport plc), which will become the indirect parent of the
Company -- IPO Condition -- and admission of the shares to trading
on the London Stock Exchange.  The Company reserves the right, in
its sole discretion, to waive any and all conditions to the tender
offer with respect to one or more tranches of Notes.

The Company reserves the right to increase the Maximum Payment
Amount without extending withdrawal rights except in limited
circumstances where the Company determines additional withdrawal
rights are required by law.

The Company's obligations to accept any Notes tendered and to pay
the applicable consideration for them are set forth solely in the
Offer to Purchase and the related Letter of Transmittal. This
press release is neither an offer to purchase nor a solicitation
of an offer to sell any Notes. The tender offer is made only by,
and pursuant to the terms of, the Offer to Purchase, and the
information in this news release is qualified by reference to the
Offer to Purchase and the related Letter of Transmittal. Subject
to applicable law, the Company may amend, extend or waive
conditions to, or terminate, the tender offer.

UBS Securities LLC is the dealer manager for the tender offer for
the Notes denominated in U.S. dollars and UBS Limited is the
dealer manager for the Notes denominated in euros.  Persons with
questions regarding the tender offer should contact:

    * with respect to the Dollar Notes: UBS Securities LLC at
      (203) 719-4210 (call collect) or (888) 719-4210
      (Attention: Liability Management Group) and

    * with respect to the Euro Notes: UBS Limited at 44 20 7567
      0525 (Attention: Liability Management Group).

Requests for copies of the Offer to Purchase, the related Letter
of Transmittal and other related materials should be directed to
Global Bondholder Services Corporation, the Information Agent and
Depositary for the tender offer, at (212) 430-3774 (for banks and
brokers only) or (866) 470-4300 (for all others and toll-free).

                         About Travelport

Travelport Limited -- http://www.travelport.com/-- the indirect
parent company of Travelport LLC, and guarantor on an unsecured
basis of the Notes, provides critical transaction processing
solutions, offering broad based business services to companies
operating in the global travel industry.  Travelport Limited is
comprised of the global distribution system business that includes
the Worldspan and Galileo brands; GTA, a global, multi-channel
provider of hotel and ground services; Airline IT Solutions, which
hosts mission critical applications and provides business and data
analysis solutions for major airlines.  With 2008 revenues of $2.5
billion, Travelport Limited operates in 160 countries and has
approximately 5,300 employees.  Travelport Limited also owns
approximately 48% of Orbitz Worldwide (OWW), a global online
travel company. Travelport Limited is a private company owned by
affiliates of The Blackstone Group, One Equity Partners,
Technology Crossover Ventures and Travelport management.


TRAVELPORT LLC: Moody's Reviews 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service placed Travelport LLC's B2 Corporate
Family Rating, and all debt instrument ratings, under review for
possible upgrade.

The rating action reflects the company's intention to list on the
London Stock Exchange and to raise proceeds of approximately
US$2 billion.  Moody's expects that the large majority of this
will be used to amortise the group's outstanding debt, including
the PIK currently valued at c.US$600 million.  Once the IPO has
been finalized, Moody's believes that the CFR could be raised by
up to two notches.  At that time, Moody's will also review the
final capital structure in order to determine the ratings of the
individual debt instruments.

Moody's estimates that on a pro-forma basis, the group's
debt/EBITDA will fall to c.4.3x as of September 2009 (as adjusted
by Moody's) versus 6.4x actually.  Moody's note, in addition, the
group's stated target to reach a reported net debt/EBITDA ratio of
1.5-2x over the medium term.  While the company's cash generation
potential makes this target achievable, Moody's note that the
group's earnings remain highly exposed to volatility in the travel
sector, in particular air travel, which could impact the credit
profile going forward.  Nevertheless, Moody's also note IATA's
forecasts of a recovery in passenger numbers in international air
travel in 2010, albeit with yields remaining depressed.  This
should be beneficial for Travelport, whose earnings profile is
more exposed to passenger transaction volumes than yields.

Travelport's liquidity should remain strong following the pending
IPO and benefits from an undrawn RCF of US$270 million maturing in
2012 which is expected to remain undrawn.  The revolver contains
financial covenants for leverage, which will benefit from
additional headroom following the IPO, although Moody's notes that
covenant headroom tightened in 2009 due to weaker earnings.  The
company's liquidity is supported by its general ability to
generate positive, albeit variable, free cash flows (before
dividends), as well as its 48% stake in Orbitz (B2, negative
outlook).  Finally, the company has negligible near-term debt
maturities until its credit facilities expire in 2013.

The review for possible upgrade reflects Moody's expectation of a
significant strengthening in the company's credit profile
following the pending IPO, and Moody's view that the travel
industry, in particular air travel, is expected to see some
resumption in growth in 2010 in terms of volumes, which is a key
driver for Travelport's earnings.

Ratings affected by the rating action include:

  -- Corporate Family Rating of B2 placed under review for
     possible upgrade;

  -- Ba3 senior secured ratings; B3 senior unsecured ratings; and
     Caa1 senior subordinate ratings placed under review for
     possible upgrade.

The last rating action for Travelport LLC was on 9 October 2009,
when the ratings of the senior secured credit facilities were
lowered to Ba3 from Ba2 as a result of a change in the capital
structure following a repayment of the majority of the PIK loan
(c.US$835 million out of US$1.1 billion) at Travelport Holdings
Ltd., the parent company of Travelport LLC.

Headquartered in Ireland, Travelport is a leading provider of
transaction processing services to the travel industry through its
two main business networks, the global distribution system
business, which includes the Group's airline information
technology solutions business, and the Gullivers Travel Associates
business.  In the 12 months to September 2009 the company
generated revenues of c.US$2.2 billion.


TRAVELPORT LLC: S&P Puts 'B-' Rating on CreditWatch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B-' long-
term corporate credit ratings on U.S.-based travel services
provider Travelport LLC and its indirect parent Travelport
Holdings Ltd., on CreditWatch with positive implications.  S&P
also placed all the debt ratings on CreditWatch with positive
implications.  This follows the announcement that Travelport is
seeking a listing at the London Stock Exchange.

The CreditWatch placement reflects S&P's view of the potential
strengthening of Travelport LLC and Travelport Holdings Ltd.'s
financial profile likely to stem from its proposed initial public
offering, which the company expects to raise approximately
$2 billion in capital.  Furthermore, the Blackstone affiliate
Technology Crossover Ventures and One Equity Partners and
Travelport's management will potentially sell additional shares
equal to up to 15% of the offer in the event of over-allotment,
according to Travelport.

"Although the details of the proposed transaction are yet to be
determined, S&P consider a positive rating action likely if the
IPO goes ahead and if a substantial portion of the proceeds is
used to reduce net indebtedness," said Standard & Poor's credit
analyst Eve Greb.  "We assume that the remaining part (about
$600 million) of the original $1.1 billion payment-in-kind loan
issued by Travelport Holdings will be repaid out of the IPO
proceeds."

S&P believes that Travelport will continue to benefit from its
cost-reduction program, under which it has achieved $355 million
to date, including synergies from combining the reservation
systems Galileo and Worldspan.  However, given the full effect of
the decline in travel demand, which began in late 2008 and
continued well into 2009, S&P believes credit measures (adjusted
for the PIK debt) are likely to have weakened by year-end 2009.
Nevertheless, S&P believes that revenues and EBITDA will recover
modestly in 2010.  S&P also expect moderate economic growth,
resulting in somewhat improved credit metrics.

Although all of Travelport's assets are pledged to a secured
credit facility, it has minimal debt maturities ($20 million-
$25 million a year) through 2011.

"We aim to resolve the CreditWatch placement on Travelport once
the details of the transaction have been finalized and the
ultimate success, or otherwise, of its proposed $2 billion IPO is
assured," said Ms. Greb.  "A successful IPO would likely result in
an upgrade of more than a one notch." In addition, Standard &
Poor's will review the group's business and financial strategies
before resolving the CreditWatch placement.


TURKEY HILL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Turkey Hill Golf, LLC
          dba Sun Air Country Club
        c/o Julie E Willis
        50 Sun Air Blvd East
        Haines City, FL 33844

Bankruptcy Case No.: 10-00975

Chapter 11 Petition Date: January 19, 2010

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

Judge: Michael G. Williamson

Debtor's Counsel: Buddy D. Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  Email: Buddy@tampaesq.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 $2,463,050,
and total debts of $3,716,523.

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

             http://bankrupt.com/misc/flmb10-00975.pdf

The petition was signed by Julie E. Willis, managing member of the
Company.


UAL CORP: DOT Fines United $30,000 For Advertising Violations
-------------------------------------------------------------
The U.S. Department of Transportation disclosed in a public
statement dated January 15, 2010, that it assessed a $30,000 civil
penalty against United Air Lines, Inc. for failing to disclose the
full price consumers must pay for air transportation as required
by the Department's rules.

"Our fare advertising rules are designed to ensure that consumers
know how much they will pay for a ticket and are able to compare
prices when choosing which carrier to fly," said U.S.
Transportation Secretary Ray LaHood.  "We expect airlines to
comply with our rules and will continue to take enforcement action
when necessary."

The Department's Aviation Enforcement Office found that for about
60 hours, United failed to include the 7.5% federal excise tax in
fares in the initial search results page of its Web site.  Under
DOT rules, all fares published by airlines must include the full
price to be paid by consumers, with the only exceptions being
government taxes and fees that are assessed on a per-passenger
basis.  Because the excise tax is based on a percentage of the
ticket price and is not a per-passenger charge, DOT rules require
that it be incorporated into the advertised fare.

The DOT noted that on August 25, 2009, it fined United $75,000,
for failing to provide appropriate notice of taxes and fees at the
first point a fare was advertised on its Web site, and for
publishing each-way fares without making it clear that they were
available only for a roundtrip flight.  At that time, United was
required to pay $37,500 of the penalty immediately, with the rest
payable if the carrier violated the price advertising rules again
within one year, the DOT explained.  As a result of this most
recent violation, United was required to pay the additional
$37,500, the DOT said.

                   About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.  (United Airlines
Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

UAL Corp. carries a 'Caa1' probability of default rating from
Moody's, 'B-' long term foreign issuer credit rating from Standard
& Poor's, and 'CCC' long term issuer default rating from Fitch.


UAL CORP: T. O'Toole Named SVP, Chief Marketing Officer
-------------------------------------------------------
UAL Corporation, parent company of United Airlines, announced that
it has named Thomas (Tom) F. O'Toole senior vice president, chief
marketing officer.  In his new role, Mr. O'Toole will be
responsible for developing and implementing the company's
marketing, e-commerce, contact center and merchandising
strategies.

With almost 30 years of marketing experience - 20 in the hotel
industry - Mr. O'Toole was most recently chief marketing officer
and chief information officer for Global Hyatt Corporation
where he led brand marketing, distribution, reservations and
information technology for all operating companies and brands
worldwide.  Throughout Mr. O'Toole's almost 14-year career at
Hyatt, he served in several senior leadership roles, developing
brand strategies that ultimately led to the transformation of the
marketing and IT functions and creation of new customer benefits.

"With Tom's arrival, we are further building the strength of the
senior management team that is in place throughout United," said
John Tague, president - United Airlines.  Mr. O'Toole will report
to Jeff Foland, senior vice president - Worldwide Sales and
Marketing.

"Tom is a seasoned leader who recognizes the importance we place
on innovating and delivering against our customers' expectations,"
said Mr. Foland.  "His breadth of experience in the hospitality
industry makes him the ideal person to lead our marketing efforts
and build a brand that reflects the good work we are doing to
operate an industry-leading airline and improve customer
satisfaction."

"This is a great time to join the United team," said Mr. O'Toole.
"United is clearly focused on the fundamentals of running a good
airline while progressively working to improve the customer
experience, and many customers like myself are noticing the
progress it has made."

Mr. O'Toole will start later this month.

                   About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.  (United Airlines
Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

UAL Corp. carries a 'Caa1' probability of default rating from
Moody's, 'B-' long term foreign issuer credit rating from Standard
& Poor's, and 'CCC' long term issuer default rating from Fitch.


UAL CORP: Will Release Fourth Quarter Results January 27
--------------------------------------------------------
UAL Corporation (Nasdaq: UAUA), the holding company whose primary
subsidiary is United Air Lines, Inc., announced that the company
will release its fourth quarter 2009 financial results on
Wednesday, January 27, 2010, and hold its financial conference
call that day at 2 p.m. Eastern Time.  A live, listen-only webcast
will be available on the Investor Relations section of united.com
(http://www.united.com/ir)

The webcast will be archived on the website until the release of
the company's first quarter 2010 financial results.

                   About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.  (United Airlines
Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

UAL Corp. carries a 'Caa1' probability of default rating from
Moody's, 'B-' long term foreign issuer credit rating from Standard
& Poor's, and 'CCC' long term issuer default rating from Fitch.


UNIVERSITY SHOPPES: BofA Wants Reorganization Case Dismissed
------------------------------------------------------------
Bank of America, N.A., a secured creditor in the Chapter 11 case
of University Shoppes, LLC, asks the U.S. Bankruptcy Court for the
Southern District of Florida to:

   (i) dismiss the Chapter 11 proceeding;

  (ii) grant BofA complete relief from the automatic stay to
       complete the foreclosure case through sale and exercise all
       of its rights and remedies under the loan documents and
       applicable law; and

(iii) grant BofA limited stay relief to proceed in the
       foreclosure case through the entry of a final judgment of
       foreclosure and any post-judgment proceedings except for a
       sale of the property.

BofA is successor by merger to Lasalle Bank, N.A., as Trustee for
the Registered Holders of JP Morgan Chase Commercial Mortgage
Securities Corp. 2006-LDP8, Commercial Mortgage Pass-Through
Certificates, Series 2006-LDP8.

The Debtor is obligated to BofA under a May 1, 2006, Promissory
Note in the principal amount of $25.5 million.  The note is
secured by a mortgage and security agreement and an assignment of
leases and rents, among other instruments.  Both the mortgage and
assignment of rents grant the lender an assignments of rents and
provide for the appointment of a receiver on default.

BofA, through its counsel Shutts & Bowen, LLP, relates that the
Debtor:

   -- filed the Chapter 11 case as a bad faith filing under
      Phoenix Piccadilly.

   -- violated the provisions of the loan documents;

   -- failed to turn over all of its accounts and cash, well as
      its accounting records, lease records and other documents to
      Michael Fay as court appointed receiver; and

   -- mismanaged a property through a related property management
      company.

Miami Lakes, Florida-based University Shoppes, LLC, has filed for
Chapter 11 bankruptcy protection on November 19, 2009 (Bankr. S.D.
Fla. Case No. 09-35544).  Paul DeCailly, Esq., who has an office
in Tampa, Florida, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


UNIVERSITY SHOPPES: Wants Paul DeCailly as Bankruptcy Counsel
-------------------------------------------------------------
University Shoppes, LLC asks the U.S. Bankruptcy Court for the
Southern District of Florida for permission to employ Paul
DeCailly, Esq. as counsel.

Mr. DeCailly will, among other things:

   a. prepare and file schedules, statement of financial affairs
      and statement of executory contracts;

   b. represent the Debtor-in-possession at all meetings of
      creditors, hearings, pretrial conferences, and trials in the
      case or any litigation arising in connection with the case;
      and

   c. prepare, file and present to the court of any pleading
      requesting relief.

Mr. DeCailly received $7,500 for prepetition services and costs of
$1039 for the filing fee

To the best of the Debtor's knowledge, Mr. DeCailly is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. DeCailly can be reached at:

     3111 W. Dr. Martin Luther King Jr. Blvd, No. 100
     Tampa, FL 33607
     Tel: (813) 286-2909
     Fax: (866) 906-5977

Miami Lakes, Florida-based University Shoppes, LLC, has filed for
Chapter 11 bankruptcy protection on November 19, 2009 (Bankr. S.D.
Fla. Case No. 09-35544).  Paul DeCailly, Esq., who has an office
in Tampa, Florida, assists the Company in its restructuring
effort.  The Debtor did not file a list of its 20 largest
unsecured creditors when it filed its petition.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


UNO RESTAURANT: Uno Chicago Grill Sent to Chapter 11 Bankruptcy
---------------------------------------------------------------
Uno Restaurant Holdings Corporation announced January 20 a
restructuring which will recapitalize the Company and eliminate
substantial debt through the conversion of $142 million of senior
notes into a controlling equity stake.  The recapitalization will
give Uno the resources to invest in its growth opportunities.

"The steps we've taken represent the culmination of many months of
work on the part of the Company, its current owners and the
Noteholder Group made up of members comprising a majority of the
Company's outstanding Notes," said Frank Guidara, President and
CEO of Uno.  "The Uno brand is strong; it's the balance sheet that
needs fixing.  T[he] announcement marks the beginning of a new era
for Uno wherein the Company will no longer be saddled with a
burdensome debt load.  Accordingly, we will now be able to
leverage our operational strength which, combined with the
substantially improved cash flow expected to result from our
restructuring, will put us in a position to make long-term
investments in the future of Uno's core businesses, Uno Chicago
Grill restaurants, Uno Due Go, Uno Express and our Uno Foods
Consumer Products Business."

In order to most effectively consummate this restructuring, Uno
elected to file a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code in the United States
Bankruptcy Court, Southern District of New York.  The Company's
filing involves a pre-arranged reorganization transaction which
includes a negotiated term sheet outlining the material terms of
the restructuring plan and related plan support agreements from
the Noteholder Group.  In addition, subject to certain conditions,
Uno has negotiated the terms under which they intend to seek court
approval for a debtor-in-possession financing facility of
$52,000,000 from its existing senior lender, Wells Fargo Capital
Finance, Inc. and the Noteholder Group.

Mr. Guidara added, "With our anticipated debtor-in-possession
financing and the support of a majority of the holders of our
Notes, we commence this process on very solid financial footing
and we expect to exit Chapter 11 in an expeditious manner.  From
the perspective of our customers, it will be business as usual in
our restaurants and consumer products business and they will see
the same commitment to quality and service that they have come to
expect from the Uno brand.  We are also working very closely with
our employees, vendors and partners and we expect no disruption to
our daily operations."

In conjunction with the petition with the Court, the Company filed
a variety of customary "first day" motions to support its
employees and vendors during the reorganization process. The
Company's filings also include a Summary of Principal Terms of
Proposed Restructuring which outlines the material elements of the
Company's plan of reorganization as well as Restructuring Support
Agreements supporting the Company's Plan Term Sheet executed by
Twin Haven Capital Partners, LLC and Coliseum Capital Management,
LLC which comprise the Noteholder Group and hold a majority of the
Company's outstanding Notes.

"The Noteholder Group has spent several months working with us in
crafting this solution to Uno's excessive debt burden," Frank
Guidara stated.  "Their support of our restructuring plan as well
as their substantial participation in the expected debtor-in-
possession credit facility, led by our long-standing lender Wells
Fargo Capital Finance, Inc, is a clear indication of their strong
sponsorship for our plan to move Uno into the future on a solid
foundation.  The fact is the lifting of our heavy debt burden has
invigorated our team.  Uno is alive and well and the best days are
very much ahead."

                       About Uno Restaurant

Based in Boston, Uno Restaurant Holdings Corporation --
http://www.unos.com/-- includes 179 company-owned and franchised
full-service Uno Chicago Grill units located in 28 states, the
District of Columbia, Puerto Rico, South Korea, the United Arab
Emirates, Honduras, Kuwait, and Saudi Arabia.  The company also
operates a fast casual concept called Uno Due Go(R), a quick serve
concept called Uno Express(R), and a consumer foods division which
supplies airlines, movie theaters, hotels, airports, travel
plazas, schools and supermarkets with both frozen and refrigerated
private-label foods and branded Uno products.

Uno Restaurant filed for Chapter 11 on January 20, 2010 (Bankr.
S.D.N.Y. Case No. 10-10209).  Weil, Gotshal & Manges LLP serves as
bankruptcy counsel.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.  Uno listed assets of $145 million
against debt totaling $172 million.

The company blamed the filing on a significant decline in sales
resulting from the recession and reduced consumer spending.


UNO RESTAURANT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Uno Restaurant Holdings Corporation
        100 Charles Park Road
        Boston, MA, 02132

Bankruptcy Case No.: 10-10209

Debtor-affiliate filing separate Chapter 11 petitions:

    Entity                                 Case No.
    ------                                 --------
Pizzeria Uno of Columbus Avenue, Inc.      10-10208
Uno Restaurant Holdings Corporation        10-10209
UR of Columbia MD, Inc.                    10-10210
Uno of Astoria, Inc.                       10-10211
Uno of Manchester, Inc.                    10-10212
UR of Newington NH, LLC                    10-10213
Uno of Aurora, Inc.                        10-10214
Uno of Massachusetts, Inc.                 10-10215
UR of Columbia MD, LLC                     10-10216
Uno of Bangor, Inc.                        10-10217
Uno of New Jersey, Inc.                    10-10218
Uno of Concord Mills, Inc.                 10-10219
Uno of Crestwood, Inc.                     10-10220
UR of Danbury CT, Inc.                     10-10221
Uno of Daytona, Inc.                       10-10222
Uno of New York, Inc.                      10-10223
Uno of Dover NH, Inc.                      10-10024
UR of Paoli PA, Inc.                       10-10225
Uno of Dulles, Inc.                        10-10226
UR of Plymouth MA, LLC                     10-10227
UR of Fairfield CT, Inc.                   10-10228
Uno of Falls Church, Inc.                  10-10229
UR of Portsmouth NH, Inc.                  10-10230
Uno of Georgesville, Inc.                  10-10231
UR of Swampscott MA, LLC                   10-10232
UR of Fayetteville NY, LLC                 10-10233
Uno of Gurnee Mills, Inc.                  10-10234
UR of Taunton MA, LLC                      10-10235
UR of Fredericksburg VA, LLC               10-10236
Uno of Providence, Inc.                    10-10237
UR of Tilton NH, LLC                       10-10238
Uno of Hagerstown, Inc.                    10-10239
UR of Gainesville VA, LLC                  10-10240
UR of Towson MD, Inc.                      10-10241
UR of Virginia Beach VA, LLC               10-10242
Uno Haverhill, Inc.                        10-10243
SL Uno Waterfront, Inc.                    10-10244
UR of Inner Harbor MD, Inc.                10-10245
UR of Webster NY, LLC                      10-10246
Uno of Henrietta, Inc.                     10-10247
UR of Winter Garden FL, LLC                10-10248
SLA Brockton, Inc.                         10-10249
UR of Keene NH, Inc.                       10-10250
UNO of Highlands Ranch, Inc.               10-10251
UR of Wrentham MA, Inc.                    10-10252
UR of Landover MD, Inc.                    10-10253
Uno of Indiana, Inc.                       10-10254
SLA Due, Inc.                              10-10255
URC II, LLC                                10-10256
Uno of Kingstowne, Inc.                    10-10257
UR of Mansfield MA, LLC                    10-10258
URC, LLC                                   10-10259
SLA Lake Mary, Inc.                        10-10260
Uno of Kirkwood, Inc.                      10-10261
Waltham Uno, Inc.                          10-10262
UR of Melbourne FL, LLC                    10-10263
SLA Mail II, Inc.                          10-10264
Westminster Uno, Inc.                      10-10265
Uno of Schaumburg, Inc.                    10-10266
Uno of Lombard, Inc.                       10-10267
UR of Merritt Island FL, LLC               10-10268
UNO of Manassas, Inc.                      10-10269
UR of Methuen MA, Inc.                     10-10270
SLA Mail, Inc.                             10-10271
Uno of Smithtown, Inc.                     10-10272
UR of Milford CT, Inc.                     10-10273
SLA Norfolk, Inc.                          10-10274
UR of Millbury MA, LLC                     10-10275
8250 International Drive Corporation       10-10276
Uno of Smoketown, Inc.                     10-10277
SLA Norwood, Inc.                          10-10278
UR of Nashua NH, LLC                       10-10279
Aurora Uno, Inc.                           10-10280
Uno of Tennessee, Inc.                     10-10281
UR of New Hartford NY, LLC                 10-10282
SLA Su Casa, Inc.                          10-10283
B.S. Acquisition Corp.                     10-10284
Uno of Victor, Inc.                        10-10285
B.S. of Woodbridge, Inc.                   10-10286
SLA Uno, Inc.                              10-10287
Pizzeria Uno of Ballston, Inc.             10-10288
Uno Restaurant of Columbus, Inc.           10-10289
Fairfax Uno, Inc.                          10-10290
SLA Vernon Hills, Inc.                     10-10291
Uno Restaurant of Great Neck, Inc.         10-10292
Franklin Mills Pizzeria, Inc.              10-10293
Su Casa, Inc.                              10-10294
Uno Restaurant of St. Charles, Inc.        10-10295
Pizzeria Uno of Forest Hills, Inc.         10-10296
Herald Center Uno Rest. Inc.               10-10297
Uno Acquisition Parent, Inc.               10-10298
Kissimmee Uno, Inc.                        10-10299
Uno Restaurant of Woburn, Inc.             10-10300
Pizzeria Uno of Bay Ridge, Inc.            10-10301
Pizzeria Uno of Kingston, Inc.             10-10302
Marketing Services Group, Inc.             10-10303
Pizzeria Uno of Lynbrook Inc.              10-10304
Newington Uno, Inc.                        10-10305
Pizzeria Uno of Bayside, Inc.              10-10306
Newport News Uno, Inc.                     10-10307
Newton Takery, Inc.                        10-10308
Pizzeria Uno Bethesda, Inc.                10-10309
Paramus Uno, Inc.                          10-10310
Pizzeria Uno of Brockton, Inc.             10-10311
Pizzeria Uno of Norfolk, Inc.              10-10312
Uno Bay, Inc.                              10-10313
Pizzeria Due, Inc.                         10-10314
Uno Restaurants II, LLC                    10-10315
Pizzeria Uno of Buffalo, Inc.              10-10316
Pizzeria Uno Corporation                   10-10317
Pizzeria Uno of Paramus, Inc.              10-10318
Uno Restaurants, LLC                       10-10319
Uno Enterprises, Inc.                      10-10320
Pizzeria Uno of Dock Square, Inc.          10-10321
Uno Foods Inc.                             10-10322
UR of Attleboro MA, LLC                    10-10323
Pizzeria Uno of East Village Inc.          10-10324
Pizzeria Uno of 86th Street, Inc.          10-10325
Pizzeria Uno of Penn Center, Inc.          10-10326
Pizzeria Uno of Albany Inc.                10-10327
UR of Bel Air MD, Inc.                     10-10328
Uno Foods International, LLC               10-10329
Pizzeria Uno of Fair Oaks, Inc.            10-10330
Pizzeria Uno of Altamonte Springs, Inc.    10-10331
Pizzeria Uno Reston, Inc.                  10-10332
UR of Bowie MD, Inc.                       10-10333
Uno Holdings II LLC                        10-10334
Pizzeria Uno of Fairfield, Inc.            10-10335
UR of Clay NY, LLC                         10-10336
Uno Holdings LLC                           10-10337
Pizzeria Uno of South Street Seaport, Inc. 10-10338
Uno of America, Inc.                       10-10339
Pizzeria Uno of Washington, DC, Inc.       10-10340
Pizzeria Uno of Springfield, Inc.          10-10341
Pizzeria Uno of Westfarms, LLC             10-10342
SL Uno Greece, Inc.                        10-10343
Pizzeria Uno of Syracuse, Inc.             10-10344
Pizzeria Uno of Union Station, Inc.        10-10345
SL Uno Gurnee Mills, Inc.                  10-10346
Pizzeria Uno, Inc.                         10-10347
Plizzettas of Burlington, Inc.             10-10348
SL Uno Hyannis, Inc.                       10-10349
Plizzettas of Concord, Inc.                10-10350
SL Uno Maryville, Inc.                     10-10351
Saxet Corporation                          10-10352
SL Uno Portland, Inc.                      10-10353
SL Properties, Inc.                        10-10354
SL Uno Potomac Mills, Inc.                 10-10355
SL Uno Burlington, Inc.                    10-10356
SL Uno University Blvd., Inc.              10-10357
SL Uno Ellicott City, Inc.                 10-10358
SL Uno Franklin Mills, Inc.                10-10359
SL Uno Frederick, Inc.                     10-10360

Chapter 11 Petition Date: January 20, 2010

Court: United States Bankruptcy Court
       Southern District of New York

Judge: Martin Glenn

About the Business: Based in Boston, Uno Restaurant Holdings
                    Corporation includes 179 company-owned and
                    franchised full-service Uno Chicago Grill
                    units located in 28 states, the District of
                    Columbia, Puerto Rico, South Korea, the
                    United Arab Emirates, Honduras, Kuwait, and
                    Saudi Arabia.  The company also operates a
                    fast casual concept called Uno Due Go(R), a
                    quick serve concept called Uno Express, and
                    a consumer foods division which supplies
                    airlines, movie theaters, hotels, airports,
                    travel plazas, schools and supermarkets with
                    both frozen and refrigerated private-label
                    foods and branded Uno products.  For more
                    information, visit http://www.unos.com/

Debtors' Counsel: Jeffrey L. Tanenbaum, Esq.
                  Joseph H. Smolinsky, Esq.
                  Sherri L. Toub, Esq.
                  Tal S. Sapeika, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8000
                  Fax: 212-310-8007
                  http://www.weil.com

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

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


US AIRWAYS: Wellington Discloses 12.3% Equity Stake
---------------------------------------------------
Wellington Management Company, LLP, in its capacity as investment
adviser, disclosed with the U.S. Securities and Exchange
Commission on January 11, 2010, that it beneficially owns
19,814,118 shares of US Airways Group, Inc., common stock,
representing 12.30% of shares outstanding.

As of October 16, 2009, there were approximately 161,102,717
shares of US Airways Group, Inc. common stock outstanding.

                        About US Airways

US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Europe, the Middle East, the
Caribbean and Latin America.  The airline employs more than 33,000
aviation professionals worldwide and is a member of the Star
Alliance network, which offers its customers more than 17,000
daily flights to 916 destinations in 160 countries worldwide.  And
for the eleventh consecutive year, the airline received a Diamond
Award for maintenance training excellence from the Federal
Aviation Administration (FAA) for its Charlotte, North Carolina
hub line maintenance facility.  For more company information,
visit http://www.usairways.com/

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported by the TCR on Sept. 25, 2009, Moody's affirmed US
Airways' Corporate Family and Probability of Default Ratings at
'Caa1'.  US Airways Group carries a 'CCC' issuer default rating
from Fitch.

As of June 30, 2009, reorganized US Airways had total assets of
$7,858,000,000 against debts of $8,194,000,000, for a
stockholders' deficit of $336,000,000.


US AIRWAYS: Pilots Protest Las Vegas Base Closure
-------------------------------------------------
The US Airline Pilots Association (USAPA), representing the pilots
of US Airways, picketed at McCarran International Airport in Las
Vegas to bring attention to US Airways' announced closure of its
Las Vegas crew base.  USAPA believes closing this base will have a
detrimental impact on passengers, employees, Las Vegas tourism
and the Nevada economy due to the losses of hundreds of jobs,
flights to and from Las Vegas and associated tax revenue.

US Airways has announced plans to reduce its daily flight schedule
in Las Vegas to only 36 flights -- 26 mainline and 10 Express --
by February 1, 2010.  This reduction means the loss of over 300
jobs at the airport and the transfer of another 150 plus pilot and
mechanic jobs.

"We want to ensure that Las Vegas residents and visitors
understand the impact this closure will have on their travel
options, the local economy and their neighbors' livelihoods,"
said Captain Mike Cleary, president of USAPA.  "They will face
few direct flights and limited travel opportunities, especially
to global destinations, along with reduced competition and higher
fares.  Many U.S. cities that once enjoyed non-stop service to
Las Vegas will be left with fewer to no options by which to enjoy
the city's many attractions.  Furthermore, the loss of hundreds
of local jobs will likely ripple through the already depressed
housing market, causing higher unemployment and lost tax
revenue."

The decision to cut US Airways' presence in Las Vegas comes on the
heels of news that air traffic is increasing at McCarran airport.
The airport recently reported that passenger volume increased in
November for the first time in 21 months.  Las Vegas Strip hotels
have also reported increases in occupancy rates and convention
bookings in the third quarter of 2009.

"US Airways is abandoning Las Vegas, one of the most popular
vacation destinations in the world, on the eve of its turnaround,"
Captain Cleary continued.  "This ill-conceived plan
represents the resumption of the long-term trend of shrinkage and
retreat for US Airways.  Someday, it must decide to stand and
fight, rather than shy away from the competition, or we are
destined to repeat its tragic history.  The pilots are willing
and ready to compete, while management prefers to run away with
their obscenely-inflated compensation packages.  They show no
apparent regard for the countless families left to financial ruin
because of their needless and senseless reductions."

USAPA urges concerned residents, passengers and employees to
contact US Airways and their government officials to request that
US Airways CEO Doug Parker reconsider his decision to close
operations in Las Vegas.  Information on how to contact Parker
and Las Vegas and Nevada lawmakers can be found at
www.KeepVegasWorking.com.

                           About USAPA

Headquartered in Charlotte, N.C., the US Airline Pilots
Association (USAPA) represents more than 5,000 US Airways pilots
in seven domiciles across the United States.  Visit the USAPA Web
site at www.USAirlinePilots.org.

                        About US Airways

US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Europe, the Middle East, the
Caribbean and Latin America.  The airline employs more than 33,000
aviation professionals worldwide and is a member of the Star
Alliance network, which offers its customers more than 17,000
daily flights to 916 destinations in 160 countries worldwide.  And
for the eleventh consecutive year, the airline received a Diamond
Award for maintenance training excellence from the Federal
Aviation Administration (FAA) for its Charlotte, North Carolina
hub line maintenance facility.  For more company information,
visit http://www.usairways.com/

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported by the TCR on Sept. 25, 2009, Moody's affirmed US
Airways' Corporate Family and Probability of Default Ratings at
'Caa1'.  US Airways Group carries a 'CCC' issuer default rating
from Fitch.

As of June 30, 2009, reorganized US Airways had total assets of
$7,858,000,000 against debts of $8,194,000,000, for a
stockholders' deficit of $336,000,000.


VO LLC: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------
Debtor: VO, LLC
        6806 Eastern Avenue
        Baltimore, MD 21224

Bankruptcy Case No.: 10-10912

Chapter 11 Petition Date: January 15, 2010

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

Judge: James F. Schneider

Debtor's Counsel: Mark F. Scurti, Esq.
                  Hodes, Pessin & Katz, P.A.
                  901 Dulaney Valley Road, Suite 400
                  Towson, MD 21204
                  Tel: (410) 938-8800
                  Fax: (410) 832-5607
                  Email: mscurti@hpklegal.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 $1,300,000,
and total debts of $2,487,364.

A list of the Company's 6 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mdb10-10912.pdf

The petition was signed by John Vontran, authorized member of the
company.


WASHINGTON MUTUAL: Seeks Final Extension of Plan Exclusivity
------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Washington Mutual
Inc. for a fifth and final time is asking for an extension of the
exclusive right to propose a reorganization plan.  WaMu said it
can't propose a plan until resolution of lawsuits against the
Federal Deposit Insurance Corp. and JPMorgan Chase & Co.  The
Court will convene a hearing February 22 to consider WaMu's
request for exclusivity until March 26.  Bankruptcy law provides
that a company's exclusive right to file a plan expires 18 months
after it files for bankruptcy.

                     Lawsuit Among Parties

Washington Mutual filed a suit in March 2009 against the FDIC
before the U.S. District Court in Washington after its claim in
the bank receivership was denied.  The Debtor seeks to recover
$6.5 billion in capital contributions, $4 billion in preferred
securities and $3 billion in tax refunds.  The lawsuit contends
the FDIC sold the bank for substantially less than the assets were
worth.  The holding company believes the bank's assets were worth
more than the bank's debt.

In April 2009, JPMorgan, which acquired Washington Mutual Bank,
filed in the Bankruptcy Court a complaint against Washington
Mutual and WMI Investment Corp., and Federal Deposit Insurance
Corporation, seeking (i) to ensure that it is not divested of the
assets and interests purchased in good faith from the FDIC, as
receiver for WMB; and (ii) for indemnification and recovery
against the Debtors for certain liabilities that may be asserted
against JPMorgan, as successor by merger to WMB, pursuant to a
Purchase and Assumption Agreement dated September 25, 2008, with
the FDIC.

In mid-April 2009, Washington Mutual countered with its own
lawsuit against JPM in the Bankruptcy Court, seeking recovery of
$4 billion it was holding in deposit accounts at its bank
unit when the thrift unit was taken over in September by the
FDIC and immediately transferred to JPMorgan Chase & Co.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WIDEOPENWEST FINANCE: Moody's Puts 'B1' Rating on $250 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to WideOpenWest
Finance, LLC's proposed $250 million Incremental Senior Secured
Term Loan Facility (made available under the company's existing
first lien credit agreement) and affirmed all existing ratings.
Proceeds from the facility will be used to fund WOW's recently
announced acquisition, add cash to the company's balance sheet
(approximately $10 million) and pay fees and expenses.  Moody's
views the proposed transaction to be credit neutral, with little-
to-no discernable impact on the key factors that might influence
the company's fundamental benchmark ratings, and as such the B2
Corporate Family Rating and Probability of Default Rating remain
unchanged.  The rating outlook is stable.

WOW has recently signed a letter of intent to acquire a set of
cable assets (comprised of eighty-five thousand subscribers) in
one of its existing markets for approximately $230 million.
Excluding synergies, Moody's anticipates the transaction will
result in pro forma debt-to-EBITDA leverage of 6.4x at
December 31, 2009 (including Moody's standard adjustments).  While
funding of the incremental facility is not contingent upon
completion of the proposed acquisition, Moody's has assumed
proceeds would be used in such a manner.  Should the acquisition
not be consummated, the company could use proceeds to pursue other
acquisitions or growth opportunities, and/or to repay the accreted
portion of its second lien term loan or fund a dividend of up to
an estimated $33 million (at present, based on the company's total
net leverage restriction of 6.5x).

Moody's has taken these rating actions:

Issuer: WideOpenWest Finance, LLC

* Corporate Family Rating -- affirmed B2

* Probability of Default Rating -- affirmed B2

* New Incremental First Lien Term Loan -- assigned B1 (LGD 3, 41%)

* Senior Secured Revolving Credit Facility due 2013 -- affirmed B1
  (to LGD 3, 41% from LGD 3, 40%)

* Senior Secured First Lien Term Loan due 2014 -- affirmed B1 (to
  LGD 3, 41% from LGD 3, 40%)

* Senior Secured Second Lien Term Loan due 2015 -- affirmed Caa1
  (to LGD 6, 92% from LGD 6, 90%)

* Rating Outlook - Stable

While the proposed acquisition will increase WOW's revenues by
approximately 18%, the company's scale remains relatively modest.
Additionally, ratings continue to reflect WOW's high financial
leverage and competition from much larger cable operators and
direct broadcast satellite service providers that are generally
more (and often much more) creditworthy and subsequently have
better access to financial capital and other operational
resources.  The company's ratings also remain somewhat constrained
by the risks inherent to its business model as an overbuilder,
although over time this risk will continue to be partially
mitigated if further share and penetration gains are realized.
The ratings are supported by an improving financial profile,
nonetheless, and reasonably good underlying value that is ascribed
to the company assets, which remain levered but poised to continue
growing as further penetration gains and margin improvements are
realized by a management team with a demonstrated track record of
being strong operators.

Moody's last rating action for WOW was on August 31, 2009, when
Moody's upgraded the company's CFR and PDR to B2 from B3.

Headquartered in Englewood, Colorado, WideOpenWest Finance, LLC,
is a competitive broadband provider offering cable TV, high speed
Internet services and telephony.  The Company had approximately
432,000 basic video subscribers as of September 30, 2009, across
markets in portions of Michigan, Illinois, Ohio, and Indiana.  WOW
generated $563 million in revenue for twelve month period ended
September 30, 2009.


WILLIAMS PARTNERS: Moody's Reviews 'Ba2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service placed Williams Partners, LP's Ba2
Corporate Family Rating and senior unsecured debt ratings under
review for possible upgrade.  Moody's also affirmed The Williams
Companies, Inc.'s Baa3 senior unsecured ratings, and the Baa2
senior unsecured ratings of Transcontinental Gas Pipe Line
Company, LLC, and Northwest Pipeline GP.  These rating actions are
in response to Williams announced plan of contributing
substantially all of its midstream and pipeline assets to WPZ.
The rating outlooks for Williams, Transco and Northwest are
stable.

"This large asset contribution from Williams gives Williams
Partners the size, business risk mix and leverage profile of a
Baa3 rated MLP," commented Pete Speer, Moody's Vice President.
"Although this reduces the asset base that directly supports
Williams' creditors, the planned reduction in debt at Williams
combined with it retaining a substantial E&P business and control
over Williams Partners supported the affirmation of Williams' Baa3
rating."

WPZ will have pro forma adjusted Debt/EBITDA of approximately 4.1x
at December 31, 2009, which is forecasted to decline to around
3.5x in 2010.  Based on WPZ's scale, business risk profile and
expected financial policies Moody's expects to upgrade WPZ's
issuer and existing senior unsecured debt ratings to Baa3
following the completion of the transaction.  Moody's has assigned
Baa3 ratings to the proposed $3.5 billion senior unsecured notes
offering, subject to the completion of transaction in accordance
with Moody's understanding and a review of the final
documentation.

Williams will control WPZ through its 2% general partner interest
and own an additional 78% of WPZ through common units.  This
ownership interest will give Williams continued access to WPZ's
operating cash flows through distributions paid on the common
units.  However, the structural subordination of Williams'
creditors relative to the midstream and pipeline businesses will
significantly increase due to the debt issuance at WPZ.  This
structural subordination generally would result in Williams'
ratings being notched down from WPZ's Baa3 rating.

Despite this structural subordination to WPZ's debt, the Baa3
ratings for Williams were affirmed because of the planned
$3 billion debt reduction at Williams and the continued direct
ownership of a large exploration and production (E&P) business,
along with the Canadian midstream, olefins and a 25.5% interest in
Gulfstream.  The E&P business has proved reserves and production
volumes that are in the low Baa range in Moody's E&P Rating
Methodology, but is heavily concentrated in the Piceance basin and
in natural gas.  The rating affirmation is based on the
transactions occurring as outlined to us, including the
achievement of approximately $3 billion of debt reduction at
Williams.

Williams intends to contribute substantially all of its pipeline
and midstream operations to WPZ in exchange for 203 million units
of WPZ and the net proceeds from a proposed offering of
$3.5 billion of WPZ senior unsecured notes.  The net proceeds will
be used by Williams to fund a tender offer for $3 billion of
Williams' outstanding debt.  WPZ has also announced its intention
to exchange WPZ common units for all of the publicly held common
units of Williams Pipeline Partners, LP, effectively consolidating
WMZ into WPZ.

WPZ will be one of the largest master limited partnerships in
North America following the asset contribution from Williams.  It
will wholly own two major regulated interstate pipelines, Transco
and Northwest, and hold a 24.5% interest in a third pipeline,
Gulfstream Natural Gas System, LLC.  These assets provide a stable
earnings base that is forecasted to provide around 44% of WPZ
EBITDA in 2010.

The midstream assets include natural gas gathering, treating and
processing; NGL fractionation, storage and transportation; and
deepwater production handling and oil transportation.  These
operations are concentrated in Colorado, New Mexico, Wyoming and
the Gulf of Mexico.  Nearly half of midstream's forecasted 2010
EBITDA is from fee based revenues and the partnership intends to
hedge a significant proportion of its natural gas liquid and
natural gas exposure to reduce the impact of commodity price
fluctuations on its 2010 EBITDA.

The last rating action on Williams, Transco and Northwest was on
February 23, 2009, when Moody's changed the respective rating
outlooks to stable from negative following Williams' announcement
that it would not pursue the separation of one or more of its
principal business units.  The last rating action on WPZ was on
November 6, 2008 when Moody's changed the rating outlook to
negative from stable.

The Williams Companies, Inc., is headquartered in Tulsa, Oklahoma,
and through its subsidiaries is engaged in the exploration and
production, gathering, processing and interstate transportation of
natural gas.


WILLIAMS PARTNERS: Fitch Puts Issuer Rating on Positive Watch
-------------------------------------------------------------
Fitch Ratings has placed the Issuer Default Rating and unsecured
debt rating for Williams Partners L.P. and the co-issuer of its
outstanding notes, Williams Partners Finance Corporation, on
Rating Watch Positive following the announcement that The Williams
Companies, Inc. is proposing to consolidate its regulated pipeline
and midstream operations under WPZ.

Fitch expects to upgrade WPZ's IDR and unsecured debt rating to
'BBB-' from 'BB' pending the offering by WPZ of $3.5 billion new
WPZ's debt, also to be rated 'BBB-', that is planned for early
February as part of WMB's organizational restructuring.  In
addition, Fitch has affirmed outstanding ratings for WMB and its
two debt issuing pipeline subsidiaries, Transcontinental Gas
Pipeline Company, LLC and Northwest Pipeline GP, as listed below.
The Rating Outlook is Stable for WMB, TGPL and NWP.

Under a proposed multi-step transaction WMB will contribute the
majority of its pipeline and natural gas midstream assets, along
with its general partner and limited partner interests in Williams
Pipeline Partners L.P., into WPZ.  In exchange, WPZ will issue
approximately 200 million common units to WMB and issue
$3.5 billion of new WPZ unsecured notes with net proceeds going to
WMB to fund a tender for up to $3 billion of outstanding WMB debt.
The asset contribution and the WMB debt tender offer are expected
to close in mid-February.  Following the asset contribution, WPZ
will launch an exchange offer for the public common units in WMZ.
At completion of the transaction, WPZ will be one of the four
largest master limited partnerships.

WPZ's Rating Watch Positive status reflects a strengthening
operating and financial profile and investment grade pro forma
credit measures.  Fitch expects WPZ's pro forma 2010 debt to
EBITDA to be under 4.0 times and its distribution coverage to meet
or exceed the current industry norms of approximately 1.2x.
However, actual results will be affected by changes in natural gas
liquids and natural gas prices throughout the year and the ability
of WPZ to effectively hedge its price exposure.

The scale and scope of WPZ's operations will increase materially.
Also, the quality and predictability of cash flow will improve
through its ownership of WMB's premier FERC regulated interstate
pipelines, TGPL and NWP.  As a result of the above positive
considerations, WPZ's financial flexibility and access to capital
will improve.  Commodity price exposure to WPZ from its midstream
operations, while still a negative consideration, will be reduced
with its future mix of assets.

As contemplated, WMB will continue to own 100% of its exploration
and production assets, its Canadian, Venezuelan and olefins
midstream operations and a 25% interest in Gulfstream Pipeline.
Its ownership of WPZ will increase to 80% from 24% pre-transaction
and functional changes will be minimal.  While WMB's parent
company debt will be reduced by $3 billion following execution of
the tender offer, resulting in improved standalone credit
measures, cash flows from pipeline and certain midstream assets
will be further subordinated under the new organizational
structure.  Fitch believes the overall effect on WMB's credit
profile from the organizational restructuring to be neutral.
TGPL's and NWP's ratings will be maintained at one notch above the
IDR of WPZ, their immediate parent company.

Fitch has affirmed these ratings:

The Williams Companies, Inc.

  -- IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB-';
  -- Junior subordinated convertible debentures at 'BB'.

Transcontinental Gas Pipeline Company, LLC

  -- IDR at 'BBB';
  -- Senior unsecured debt at 'BBB'.

Northwest Pipeline GP

  -- IDR at 'BBB';
  -- Senior unsecured debt at 'BBB'.


* Daniel Kerrigan joins Bridge Associates as a Managing Director
----------------------------------------------------------------
Daniel J. Kerrigan has joined Bridge Associates LLC as a managing
director in the firm's turnaround and restructuring practice.  Mr.
Kerrigan will be based in the firm's New York office.

"We are pleased to welcome Dan to the team," stated Louis E.
Robichaux IV, Managing Director and Co-Managing Member of Bridge
Associates.  "Mr. Kerrigan's breadth of experience across a broad
array of industries is a welcome addition to Bridge."

Mr. Kerrigan joins Bridge as a member of the senior management
team focusing on leading engagements and enhancing the firm's
business and presence in New York.  Mr. Kerrigan has more than 16
years of diversified business and professional experience
including 11 years of advising troubled companies, their
creditors, investors and other stakeholders.  As a turnaround
advisor, Mr. Kerrigan has managed both creditor and debtor
engagements of distressed-company situations, including large
bankruptcies and company restructurings with debt levels ranging
from $50 million to more than $3 billion.

"Our entire management team is delighted that Dan has joined the
firm.  Dan will be based in Bridge's New York office, reinforcing
our commitment to the New York restructuring market," said David
N. Phelps, Managing Director and Co-Managing Member of Bridge
Associates.

Mr. Kerrigan earned his B.B.A. in Public Accounting from Pace
University.  He is a member of the Association of Insolvency and
Restructuring Advisors, American Bankruptcy Institute and
Turnaround Management Association.

Bridge Associates LLC -- http://www.bridgeassociatesllc.com-- is
a national turnaround, crisis management and financial advisory
services firm.


* David Savner Returns to Jenner & Block Firm
----------------------------------------------
David A. Savner, the former Senior Vice President, General
Counsel, and Secretary for leading global defense contractor
General Dynamics, has returned to Jenner & Block as a partner in
the Firm's Chicago office.

During his nearly 12 years of service as the chief legal officer
for General Dynamics, Mr. Savner was instrumental in helping to
transform the company from a $4 billion enterprise into a
$31 billion global leader in the defense industry.  Prior to
joining General Dynamics, Mr. Savner was a partner at Jenner &
Block and Chair of the Firm's Corporate Practice.

"We are thrilled that David is returning to Jenner & Block," said
Managing Partner Susan C. Levy.  "David was a transformative
leader at General Dynamics, a long-time client of the Firm.  He
possesses an incredible knowledge of corporate law and vast
experience in handling the unique legal and regulatory issues
facing today's publicly traded and privately held companies.
We're excited that he will be joining our Corporate Practice again
to continue his remarkable career."

"David brings to our Corporate Practice tremendous experience in
handling the entire range of transactional, governance, compliance
and securities matters, both within and outside the defense
industry," said Joseph P. Gromacki, Chair of the Firm's Corporate
Practice.  "We are truly honored to have him join our team and to
be able to offer his extraordinarily valuable strategic insights
to clients."

At General Dynamics, Mr. Savner led a worldwide legal department
of approximately 80 attorneys. During his tenure, he successfully
pursued and executed a number of key acquisitions and transactions
that helped General Dynamics evolve into a 21st century global
leader in marine and land combat systems, aerospace, and
information systems and technology.

"I am very excited to return to Jenner & Block," said Mr. Savner.
"I have long admired, both as an in-house counsel and as a private
practitioner, the Firm's unwavering commitment to its core values
of providing exceptional client service and pro bono service to
the needy.  I look forward to building new client relationships,
reconnecting with former colleagues as a partner, and giving back
to the community at my new home."

During his tenure, Mr. Savner led the General Dynamics legal team
in the company's acquisition and successful integration of over 50
businesses around the globe.  Among his most notable
accomplishments while at General Dynamics, Mr. Savner spearheaded
the acquisition of the defense businesses of GTE Government
Systems Corporation and Motorola; the purchase of Gulfstream
Aerospace Corporation; and the acquisition of the combat vehicle
business of General Motors Corporation.  In addition, he was a
leader at the company in its purchase of the naval shipyards in
San Diego, California and Bath, Maine, as well as the creation of
General Dynamics' European land systems group.  The aggregate
value of these key acquisitions for the company is $20 billion.
In the early 1990s, Mr. Savner led the Jenner & Block legal team
in representing General Dynamics in the disposition of certain
company assets, including the sale of the F-16 fighter aircraft
program to Lockheed.

Mr. Savner left Jenner & Block in April 1998 to join General
Dynamics as Senior Vice President of Law and Secretary.  From May
1999 until the end of 2009, he served as Senior Vice President,
General Counsel and Secretary of the company.  He is a 1965
graduate of Northwestern University and received his J.D. from
Northwestern University School of Law in 1968.  He serves as a
Director of Everybody Wins, a reading and mentoring program.

Mr. Savner rejoins a vibrant Corporate Practice at the Firm. The
Corporate Practice has just completed a very active year.  In
2009, the Firm served as lead M&A counsel to General Motors in the
widely publicized 363 sale that enabled the automotive
manufacturer to successfully emerge from bankruptcy.  The Firm's
corporate team also successfully completed transactions for
companies such as General Dynamics, Bayside Capital, Honeywell,
KPS Capital Partners, Viskase Corporation and Wolters Kluwer.  In
September 2009, Robert S. Osborne, former Group Vice President and
General Counsel of General Motors, also rejoined Jenner & Block's
Corporate Practice.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Emanika Associates Architects, Inc.
   Bankr. Ariz Case No. 10-00110
      Chapter 11 Petition Filed January 5, 2010
         Filed As Pro Se

In Re KZSW Television Incorporated
   Bankr. C.D. Calif. Case No. 10-10194
      Chapter 11 Petition Filed January 5, 2010
         See http://bankrupt.com/misc/cacb10-10194.pdf

In Re Filipino-American Council of San Francisco, Inc.
   Bankr. N.D. Calif. Case No. 10-30013
      Chapter 11 Petition Filed January 5, 2010
         Filed As Pro Se

In Re HRMC, Inc.
   Bankr. N.D. Calif. Case No. 10-40075
      Chapter 11 Petition Filed January 5, 2010
         See http://bankrupt.com/misc/canb10-40075.pdf

In Re Children's Angelcare Aid International
   Bankr. S.D. Calif. Case No. 10-00074
      Chapter 11 Petition Filed January 5, 2010
         See http://bankrupt.com/misc/casb10-00074.pdf

In Re Craig Hart
   Bankr. S.D. Calif. Case No. 10-00095
      Chapter 11 Petition Filed January 5, 2010
         See http://bankrupt.com/misc/casb10-00095p.pdf
         See http://bankrupt.com/misc/casb10-00095c.pdf

In Re Flavinese Cafe, LLC
   Bankr. Conn. Case No. 10-50015
      Chapter 11 Petition Filed January 5, 2010
         See http://bankrupt.com/misc/ctb10-50015.pdf

In Re Manuel DeJesus
   Bankr. Conn. Case No. 10-50012
      Chapter 11 Petition Filed January 5, 2010
         See http://bankrupt.com/misc/ctb10-50012.pdf

In Re AC Direct, Inc.
   Bankr. M.D. Fla. Case No. 10-00080
      Chapter 11 Petition Filed January 5, 2010
         See http://bankrupt.com/misc/flmb10-00080.pdf

In Re PlanFirst Payment Solutions, Inc.
   Bankr. M.D. Fla. Case No. 10-00110
      Chapter 11 Petition Filed January 5, 2010
         See http://bankrupt.com/misc/flmb10-00110.pdf

In Re All For The Earth Foundation
   Bankr. S.D. Fla. Case No. 10-10096
      Chapter 11 Petition Filed January 5, 2010
         See http://bankrupt.com/misc/flsb10-10096.pdf

In Re Harold Reynolds Workman
   Bankr. N.D. Ga. Case No. 10-20065
      Chapter 11 Petition Filed January 5, 2010
         Filed As Pro Se

In Re Mobile Closings USA P.C
   Bankr. N.D. Ga. Case No. 10-60421
      Chapter 11 Petition Filed January 5, 2010
         See http://bankrupt.com/misc/ganb10-60421.pdf

In Re Crimson Lion Productions Inc.
        dba Studio 19 Photography
   Bankr. Kan. Case No. 10-10008
      Chapter 11 Petition Filed January 5, 2010
         Filed As Pro Se

In Re Kramp, Inc.
        dba Tiny Bubbles
   Bankr. E.D. La. Case No. 10-10009
      Chapter 11 Petition Filed January 5, 2010
         See http://bankrupt.com/misc/laeb10-10009.pdf

In Re Michael J Cunningham
      Sally Michelle Cunningham
   Bankr. Mass. Case No. 10-40043
      Chapter 11 Petition Filed January 5, 2010
         Filed As Pro Se

In Re Meto Services LLC
   Bankr. E.D. N.Y. Case No. 10-70035
      Chapter 11 Petition Filed January 5, 2010
         Filed As Pro Se

In Re Duane Street Design Studio, LLC
   Bankr. S.D. N.Y. Case No. 10-10044
      Chapter 11 Petition Filed January 5, 2010
         See http://bankrupt.com/misc/nysb10-10044.pdf

In Re Massam Inc.
   Bankr. W.D. N.Y. Case No. 10-20007
      Chapter 11 Petition Filed January 5, 2010
         See http://bankrupt.com/misc/nywb10-20007.pdf

In Re John Gilbert Singletary, Jr.
      Carla Cerethia Singletary
   Bankr. S.C. Case No. 10-00075
      Chapter 11 Petition Filed January 5, 2010
         Filed As Pro Se

In Re New Life Fellowship Church of Lancaster
   Bankr. N.D. Texas Case No. 10-40206
      Chapter 11 Petition Filed January 5, 2010
         See http://bankrupt.com/misc/txnb10-40206.pdf

In Re Capateli Investments, L.L.C.
   Bankr. S.D. Texas Case No. 10-50005
      Chapter 11 Petition Filed January 5, 2010
         See http://bankrupt.com/misc/txsb10-50005.pdf

In Re Dermagenics US, Inc.
   Bankr. W.D. Tenn. Case No. 10-20078
      Chapter 11 Petition Filed January 5, 2010
         See http://bankrupt.com/misc/tnwb10-20078.pdf

In Re Greystone Research, Inc.
   Bankr. W.D. Tenn. Case No. 10-20085
      Chapter 11 Petition Filed January 5, 2010
         See http://bankrupt.com/misc/tnwb10-20085.pdf

In Re Eduardo Esquivias Quintong
      Elizabeth Guina Quintong
   Bankr. N.D. Calif. Case No. 10-40115
      Chapter 11 Petition Filed January 6, 2010
         See http://bankrupt.com/misc/canb10-40115.pdf

In Re Eric Steven Joost
      Janet Irene Dehring
   Bankr. N.D. Calif. Case No. 10-10023
      Chapter 11 Petition Filed January 6, 2010
         See http://bankrupt.com/misc/canb10-10023.pdf

In Re Villa Carmel Apts., LLC
   Bankr. Ariz. Case No. 10-00546
      Chapter 11 Petition Filed January 10, 2010
         See http://bankrupt.com/misc/azb10-00546.pdf

In Re Joseph M. DeBilio
    Bankr. C.D. Calif. Case No. 09-23812
      Chapter 11 Petition filed December 10, 2009
         See http://bankrupt.com/misc/cacb09-23812p.pdf
         See http://bankrupt.com/misc/cacb09-23812c.pdf

In Re Wayne Narvis Phillips
      Patsy L Phillips
   Bankr. N.D. Calif. Case No. 10-40254
      Chapter 11 Petition Filed January 11, 2010
         See http://bankrupt.com/misc/canb10-40254.pdf

In Re The Wellness Center, Inc.
    Bankr. Colo. Case No. 09-36338
      Chapter 11 Petition filed December 10, 2009
         See http://bankrupt.com/misc/cob09-36338p.pdf
         See http://bankrupt.com/misc/cob09-36338c.pdf

In Re Glenwood B. Jordan, DDS, MS, PC
    Bankr. S.D. Texas Case No. 09-39436
      Chapter 11 Petition filed December 10, 2009
         See http://bankrupt.com/misc/txsb09-39436p.pdf
         See http://bankrupt.com/misc/txsb09-39436c.pdf

In Re Glenwood Burnell Jordan
    Bankr. S.D. Texas Case No. 09-39437
      Chapter 11 Petition filed December 10, 2009
         See http://bankrupt.com/misc/txsb09-39437p.pdf
         See http://bankrupt.com/misc/txsb09-39437c.pdf

In Re PRP, Inc.
   Bankr. S.D. Ala. Case No. 10-00094
      Chapter 11 Petition Filed January 11, 2010
         See http://bankrupt.com/misc/alsb10-00094.pdf

In Re Alan Maynard Johnson
      Sandra Kay Johnson
   Bankr. Ariz. Case No. 10-00578
      Chapter 11 Petition Filed January 11, 2010
         Filed As Pro Se

In Re Central Occupational Medicine Providers-Ontario, A Medical
Corporation
   Bankr. C.D. Calif. Case No. 10-10754
      Chapter 11 Petition Filed January 11, 2010
         See http://bankrupt.com/misc/cacb10-10754.pdf

   In Re Comp-Anaheim, Inc.
      Bankr. C.D. Calif. Case No. 10-10757
         Chapter 11 Petition Filed January 11, 2010
            See http://bankrupt.com/misc/cacb10-10757.pdf

   In Re Co Comp-Corona, Inc.
      Bankr. C.D. Calif. Case No. 10-10758
         Chapter 11 Petition Filed January 11, 2010
            See http://bankrupt.com/misc/cacb10-10758.pdf

   In Re Comp-Industry, Inc.
      Bankr. C.D. Calif. Case No. 10-10760
         Chapter 11 Petition Filed January 11, 2010
            See http://bankrupt.com/misc/cacb10-10760.pdf

   In Re Comp-Moreno Valley, Inc.
      Bankr. C.D. Calif. Case No. 10-10761
         Chapter 11 Petition Filed January 11, 2010
            See http://bankrupt.com/misc/cacb10-10761.pdf

In Re Corprint, Inc.
   Bankr. C.D. Calif. Case No. 10-10091
      Chapter 11 Petition Filed January 11, 2010
         See http://bankrupt.com/misc/cacb10-10911.pdf

In Re New Island Associates, a California Limited Partnership
   Bankr. C.D. Calif. Case No. 10-11041
      Chapter 11 Petition Filed January 11, 2010
         See http://bankrupt.com/misc/cacb10-11041.pdf

In Re Ralph Donald Spencer, II
        aka Ralph D. Spencer, II
        dba RDS Architects
      Elizabeth Ford Spencer
        aka Elizabeth F. Spencer
   Bankr. C.D. Calif. Case No. 10-10911
      Chapter 11 Petition Filed January 11, 2010
         See http://bankrupt.com/misc/cacb10-10911.pdf

In Re 20th St Mangrove, LLC
   Bankr. E.D. Calif. Case No. 10-20569
      Chapter 11 Petition Filed January 11, 2010
         Filed As Pro Se

In Re Kenneth G. Slusser
        aka Ken Slusser
        aka Kenneth Slusser
        dba Terminal Tech
        dba Term Tech
      Christine E. Slusser
        aka Chris Slusser
        dba Terminal Tech
        dba Term Tech
   Bankr. E.D. Calif. Case No. 10-10208
      Chapter 11 Petition Filed January 11, 2010
         Filed As Pro Se

In Re John Jefferson Vitalich
      Maria Teresa Aurigue Vitalich
   Bankr. N.D. Calif. Case No. 10-50221
      Chapter 11 Petition Filed January 11, 2010
         Filed As Pro Se

In Re T&R Transport, Inc.
   Bankr. S.D. Calif. Case No. 10-00315
      Chapter 11 Petition Filed January 11, 2010
         See http://bankrupt.com/misc/casb10-00315.pdf

In Re Paul D. Enright
   Bankr. Colo. Case No. 10-10343
      Chapter 11 Petition Filed January 11, 2010
         Filed As Pro Se

In Re Bantel Telecom, LLC
   Bankr. S.D. Fla. Case No. 10-10481
      Chapter 11 Petition Filed January 11, 2010
         See http://bankrupt.com/misc/flsb10-10481.pdf

In Re Clubhouse Investments, Inc.
        dba Huddle House of Rincon
        dba Huddle House of Pooler
        dba Huddle House of Garden City
        dba Huddle House of Springfield
        dba Huddle House of Savannah Crossing
        dba Huddle House of Millen
        dba Huddle House of Statesboro
        dba Huddle House of Whitemarsh Island
        dba Huddle House of Athens/Prince Avenue
        dba Huddle House of Athens/Atlanta Highway
        dba Huddle House of Commerce
        dba Club Holdings, Inc.
        dba Jenn Mill, Inc.
        dba Huddle House of Wayensboro
        dba Huddle House of Sylvania
        dba Huddle House of Swainsboro
        dba Huddle House of Reidsville
        dba Huddle House of Athens/Danielsville Road
        dba Huddle House of Elberton
        dba Huddle House of Danielsville, GA
        dba Huddle House of Hartwell
        dba Huddle House of Gainesville
        dba Huddle House of Toccoa
   Bankr. S.D. Ga. Case No. 09-61175
      Chapter 11 Petition filed December 11, 2009
         See http://bankrupt.com/misc/gasb09-61175p.pdf
         See http://bankrupt.com/misc/gasb09-61175c.pdf

In Re Laundromat Cooperative Partnership
        dba Laundry Works
        dba Washland Laundromat
        fdba Washland Partnership
   Bankr. N.D. Ill. Case No. 10-00770
      Chapter 11 Petition Filed January 11, 2010
         See http://bankrupt.com/misc/ilnb10-00770.pdf

In Re Cosmetic/Family Dentistry Uppr Marl P.A.
   Bankr. Md. Case No. 10-10610
      Chapter 11 Petition Filed January 11, 2010
         See http://bankrupt.com/misc/mdb10-10610.pdf

In Re Claire Suthar
      Kenneth Suthar
   Bankr. Mass. Case No. 10-10229
      Chapter 11 Petition Filed January 11, 2010
         See http://bankrupt.com/misc/mab10-10229.pdf

In Re Fulcher Tire Sales & Service, Inc.
   Bankr. E.D. N.C. Case No. 10-00172
      Chapter 11 Petition Filed January 11, 2010
         See http://bankrupt.com/misc/nceb10-00172.pdf

In Re TAAF, LLC
   Bankr. E.D. N.C. Case No. 10-00171
      Chapter 11 Petition Filed January 11, 2010
         See http://bankrupt.com/misc/nceb10-00171.pdf

In Re Todd Fulcher, LLC
   Bankr. E.D. N.C. Case No. 10-00174
      Chapter 11 Petition Filed January 11, 2010
         See http://bankrupt.com/misc/nceb10-00174.pdf

In Re No Question
   Bankr. E.D. Pa. Case No. 10-20070
      Chapter 11 Petition Filed January 11, 2010
         See http://bankrupt.com/misc/paeb10-20070.pdf

In Re Broz, Inc.
   Bankr. W.D. Pa. Case No. 10-20131
      Chapter 11 Petition Filed January 11, 2010
         See http://bankrupt.com/misc/pawb10-20131.pdf

In Re Mitchell Shelton Construction Co., Inc.
   Bankr. E.D. Tenn. Case No. 09-17994
      Chapter 11 Petition filed December 11, 2009
         See http://bankrupt.com/misc/tneb09-17994p.pdf
         See http://bankrupt.com/misc/tneb09-17994c.pdf

In Re Shimmer & Bilal, Inc.
   Bankr. N.D. Texas Case No. 10-40312
      Chapter 11 Petition Filed January 11, 2010
         See http://bankrupt.com/misc/txnb10-40312.pdf

In Re Surplus Floors, Inc.
        dba Surplus Floors Outlet
   Bankr. N.D. Texas Case No. 10-30305
      Chapter 11 Petition Filed January 11, 2010
         See http://bankrupt.com/misc/txnb10-30305.pdf

In Re Duk H. Han
   Bankr. C.D. Calif. Case No. 10-11104
      Chapter 11 Petition Filed January 12, 2010
         See http://bankrupt.com/misc/cacb10-11104.pdf

In Re Jassem Shoe Corporation
   Bankr. C.D. Calif. Case No. 10-11211
      Chapter 11 Petition Filed January 12, 2010
         See http://bankrupt.com/misc/cacb10-11211.pdf

In Re B&R Property Management, Inc.
   Bankr. S.D. Fla. Case No. 10-10526
      Chapter 11 Petition Filed January 12, 2010
         See http://bankrupt.com/misc/flsb10-10526.pdf

In Re Great Spirts, Inc.,
        dba Great Spirits Liqour & Fine Wines
   Bankr. S.D. Fla. Case No. 10-10599
      Chapter 11 Petition Filed January 12, 2010
         See http://bankrupt.com/misc/flsb10-10599.pdf

In Re JNZ, Inc.
        dba The Butcher's Block
   Bankr. N.D. Ga. Case No. 10-60931
      Chapter 11 Petition Filed January 12, 2010
         See http://bankrupt.com/misc/ganb10-60931.pdf

In Re Lambros J. Kutrubis
        aka Al Kutrubis
   Bankr. N.D. Ill. Case No. 10-00870
      Chapter 11 Petition Filed January 12, 2010
         See http://bankrupt.com/misc/ilnb10-00870.pdf

In Re John T. Dickey
   Bankr. N.J. Case No. 10-10788
      Chapter 11 Petition Filed January 12, 2010
         See http://bankrupt.com/misc/njb10-10788.pdf

In Re Michael Timothy Dunn
   Bankr. N.M. Case No. 10-10099
      Chapter 11 Petition Filed January 12, 2010
         See http://bankrupt.com/misc/nmb10-10099.pdf

In Re Gordon E. Dukes
        aka Gordon Edward Dukes
   Bankr. E.D. N.Y. Case No. 10-70205
      Chapter 11 Petition Filed January 12, 2010
         Filed As Pro Se

In Re A&W Pizzeria & Restaurant, Inc.
        dba Tony's Ristorante & Pizzeria
   Bankr. E.D. N.Y. Case No. 10-70229
      Chapter 11 Petition Filed January 12, 2010
         See http://bankrupt.com/misc/nyeb10-70229.pdf

In Re South Shore Packers, Inc.
   Bankr. E.D. N.Y. Case No. 10-70232
      Chapter 11 Petition Filed January 12, 2010
         See http://bankrupt.com/misc/nyeb10-70232.pdf

In Re Frederick Dreher, D.D.S., P.C.
   Bankr. N.D. N.Y. Case No. 10-10060
      Chapter 11 Petition filed January 12, 2010
         See http://bankrupt.com/misc/nynb10-10060p.pdf
         See http://bankrupt.com/misc/nynb10-10060c.pdf

In Re 976 Enterprises, Inc.
   Bankr. S.D. N.Y. Case No. 10-10137
      Chapter 11 Petition Filed January 12, 2010
         See http://bankrupt.com/misc/nysb10-10137.pdf

In Re JTC Unloading Service, Inc.
   Bankr. W.D. Pa. Case No. 10-20138
      Chapter 11 Petition Filed January 12, 2010
         See http://bankrupt.com/misc/pawb10-20138.pdf

In Re Caliber R.E. & Development, L.L.C.
        dba Century 21 Catalina Realty
        dba Caliber R.E., L.L.C. (Former Name; Changed 6/5/2002)
   Bankr. Ariz. Case No. 10-00932
      Chapter 11 Petition Filed January 13, 2010
         See http://bankrupt.com/misc/azb10-00932.pdf

In Re Hans Jorgen Meidell
      Katharine Dunn Meidell
   Bankr. Ariz. Case No. 10-00811
      Chapter 11 Petition Filed January 13, 2010
         See http://bankrupt.com/misc/azb10-00811.pdf

In Re Rock Hard Designs, Inc.
   Bankr. Ariz. Case No. 10-00805
      Chapter 11 Petition Filed January 13, 2010
         See http://bankrupt.com/misc/azb10-00805.pdf

In Re Fulgencio Rodriguez
      Aquilina Rodriguez
   Bankr. C.D. Calif. Case No. 10-10134
      Chapter 11 Petition Filed January 13, 2010
         See http://bankrupt.com/misc/cacb10-10134.pdf

In Re Gaetano David Addamo
   Bankr. C.D. Calif. Case No. 10-10129
      Chapter 11 Petition Filed January 13, 2010
         See http://bankrupt.com/misc/cacb10-10129.pdf

In Re John M. Knox
      Jacqueline M. Knox
   Bankr. C.D. Calif. Case No. 10-10391
      Chapter 11 Petition filed January 13, 2010
         See http://bankrupt.com/misc/cacb10-10391p.pdf
         See http://bankrupt.com/misc/cacb10-10391c.pdf

In Re Terra Linda Properties, LLC
   Bankr. C.D. Calif. Case No. 10-10923
      Chapter 11 Petition Filed January 13, 2010
         Filed As Pro Se

In Re Roos V, Inc.
        dba Mattress King
   Bankr. N.D. Ga. Case No. 10-61096
      Chapter 11 Petition Filed January 13, 2010
         See http://bankrupt.com/misc/ganb10-61096.pdf

   In Re Roos IV, Inc.
           dba Mattress King
      Bankr. N.D. Ga. Case No. 10-61097
         Chapter 11 Petition Filed January 13, 2010
            See http://bankrupt.com/misc/ganb10-61097.pdf

In Re James Jones Company, Inc.
        dba JJC
        fdba Nighthawk Express
   Bankr. S.D. Miss. Case No. 10-50058
      Chapter 11 Petition Filed January 13, 2010
         See http://bankrupt.com/misc/mssb10-50058.pdf

In Re Herbert S. Penrose
   Bankr. Nev. Case No. 10-50086
      Chapter 11 Petition Filed January 13, 2010
         Filed As Pro Se

In Re Russell Ft. Apache Holdings, LLC
   Bankr. Nev. Case No. 10-10472
      Chapter 11 Petition Filed January 13, 2010
         See http://bankrupt.com/misc/nvb10-10472.pdf

In Re A & A General Contracting LLC
   Bankr. N.J. Case No. 10-10807
      Chapter 11 Petition Filed January 13, 2010
         See http://bankrupt.com/misc/njb10-10807.pdf

In Re BBSR Management, LLC
        dba Barnacle Ben's Seafood Rest.
   Bankr. N.J. Case No. 10-10882
      Chapter 11 Petition Filed January 13, 2010
         See http://bankrupt.com/misc/njb10-10882.pdf

In Re Suede Promotions, LLC
   Bankr. N.J. Case No. 10-10830
      Chapter 11 Petition Filed January 13, 2010
         See http://bankrupt.com/misc/njb10-10830.pdf

In Re Coile, Inc.
   Bankr. E.D. Tenn Case No. 10-30120
      Chapter 11 Petition filed January 13, 2010
         See http://bankrupt.com/misc/tneb10-30120p.pdf
         See http://bankrupt.com/misc/tneb10-30120c.pdf

In Re Stephen Eugene Cochran
        dba One Last Cast Wine And Spirits
   Bankr. M.D. Tenn Case No. 10-00260
      Chapter 11 Petition filed January 13, 2010
         See http://bankrupt.com/misc/tnmb10-00260.pdf

In Re Taylor Brothers, Incorporated
   Bankr. E.D. Va. Case No. 10-30216
      Chapter 11 Petition Filed January 13, 2010
         See http://bankrupt.com/misc/vaeb10-30216.pdf

In Re Warren Cornelius Colley
   Bankr. E.D. Va. Case No. 10-70133
      Chapter 11 Petition Filed January 13, 2010
         Filed As Pro Se

In Re Henry Benjamin
   Bankr. Ariz. Case No. 10-01091
      Chapter 11 Petition Filed January 14, 2010
         See http://bankrupt.com/misc/azb10-01091.pdf

In Re Louis A. Costarella
      Laura A. Costrella
   Bankr. Ariz. Case No. 10-01052
      Chapter 11 Petition Filed January 14, 2010
         See http://bankrupt.com/misc/azb10-01052.pdf

In Re I.Khan Holdings, LLC
   Bankr. C.D. Calif. Case No. 10-11411
      Chapter 11 Petition Filed January 14, 2010
         See http://bankrupt.com/misc/cacb10-11411.pdf

In Re Condon Construction, Inc.
   Bankr. Colo. Case No. 10-10572
      Chapter 11 Petition Filed January 14, 2010
         See http://bankrupt.com/misc/cob10-10572.pdf

In Re American Sales Marketing
   Bankr. Del. Case No. 10-10110
      Chapter 11 Petition filed January 14, 2010
         See http://bankrupt.com/misc/deb10-10110p.pdf
         See http://bankrupt.com/misc/deb10-10110c.pdf

In Re Hartsfield Electric Services, LLC
   Bankr. N.D. Fla. Case No. 10-40028
      Chapter 11 Petition Filed January 14, 2010
         See http://bankrupt.com/misc/flnb10-40028.pdf

In Re Peninsula Development Corporation of South Florida
   Bankr. S.D. Fla. Case No. 10-10751
      Chapter 11 Petition Filed January 14, 2010
         See http://bankrupt.com/misc/flsb10-10751.pdf

In Re Kwitchurbeliakin, LLC
        aka Thunderbird Lanes
   Bankr. N.D. Ind. Case No. 10-30091
      Chapter 11 Petition Filed January 14, 2010
         Filed As Pro Se

In Re Frank Willing
      Jennifer Willing
   Bankr. Md. Case No. 10-10887
      Chapter 11 Petition Filed January 14, 2010
         See http://bankrupt.com/misc/mdb10-10887.pdf

In Re Kenneth Tyson
   Bankr. N.D. Ohio Case No. 10-10251
      Chapter 11 Petition Filed January 14, 2010
         See http://bankrupt.com/misc/ohnb10-10251.pdf

In Re Detroit Avenue Realty Co.
   Bankr. N.D. Ohio Case No. 10-10252
  Chapter 11 Petition Filed January 14, 2010
         See http://bankrupt.com/misc/ohnb10-10252.pdf

In Re Fellini's Cafe, Inc.
   Bankr. E.D. Pa. Case No. 10-10270
      Chapter 11 Petition Filed January 14, 2010
         See http://bankrupt.com/misc/paeb10-10270.pdf

In Re Elizabeth G. Jones
   Bankr. W.D. Pa. Case No. 10-20211
      Chapter 11 Petition Filed January 14, 2010
         See http://bankrupt.com/misc/pawb10-20211.pdf

In Re # JD'S Landscaping and Trucking, Inc.
   Bankr. W.D. Pa. Case No. 10-20210
      Chapter 11 Petition Filed January 14, 2010
         See http://bankrupt.com/misc/pawb10-20210.pdf

In Re World Premiere Marketing
        dba Global Response Technologies
   Bankr. Utah Case No. 10-20396
      Chapter 11 Petition Filed January 14, 2010
         See http://bankrupt.com/misc/utb10-20396.pdf

In Re 5358 East Greenwich LLC
   Bankr. Vt.Case No. 10-10050
      Chapter 11 Petition Filed January 14, 2010
         See http://bankrupt.com/misc/vtb10-10050.pdf


In Re Alex Chevrolet Inc.
   Bankr. N.D. W.Va. Case No. 10-00061
      Chapter 11 Petition Filed January 14, 2010
         Filed As Pro Se

In Re Blue Ribbon Auto Sales, Inc.
   Bankr. Ariz. Case No. 10-01189
      Chapter 11 Petition Filed January 15, 2010
         See http://bankrupt.com/misc/azb10-01189.pdf

In Re Vision Waste & Recycling, LLC
   Bankr. Ariz. Case No. 10-01146
      Chapter 11 Petition Filed January 15, 2010
         See http://bankrupt.com/misc/azb10-01146.pdf

In Re Mama Franceschi's, LP
        dba Capurro's
   Bankr. N.D. Calif. Case No. 10-30109
      Chapter 11 Petition Filed January 15, 2010
         See http://bankrupt.com/misc/canb10-30109.pdf

In Re Durango Marble & Granite, LLC
   Bankr. Colo. Case No. 10-10701
      Chapter 11 Petition filed January 15, 2010
         See http://bankrupt.com/misc/cob10-10701p.pdf
         See http://bankrupt.com/misc/cob10-10701c.pdf

In Re Michael Nathan Schweitz
        dba Tacos Nayarit
        dba Precision Granite Works, LLC
        dba Unison, LLC
        dba Durango Marble & Granite, LLC
   Bankr. Colo. Case No. 10-10698
      Chapter 11 Petition filed January 15, 2010
         See http://bankrupt.com/misc/cob10-10698p.pdf
         See http://bankrupt.com/misc/cob10-10698c.pdf

In Re Anno Nuovo, Inc.
        dba Stefano's Family Restaurant
   Bankr. M.D. Fla. Case No. 10-00803
      Chapter 11 Petition Filed January 15, 2010
         See http://bankrupt.com/misc/flmb10-00803.pdf

In Re Marcial Eduardo Solorzano
   Bankr. M.D. Fla. Case No. 10-00778
      Chapter 11 Petition Filed January 15, 2010
         Filed As Pro Se

In Re MGT Restaurant Group Inc.
        dba Atlanta Bread Company
   Bankr. M.D. Fla. Case No. 10-00790
      Chapter 11 Petition Filed January 15, 2010
         See http://bankrupt.com/misc/flmb10-00790.pdf

In Re Reliance Aviation- Fort Lauderdale, Inc.
   Bankr. S.D. Fla. Case No. 10-10930
      Chapter 11 Petition Filed January 15, 2010
         See http://bankrupt.com/misc/flsb10-10930.pdf

In Re Mountaintop Advisers, Ltd.
   Bankr. Minn. Case No. 10-40278
      Chapter 11 Petition Filed January 15, 2010
         See http://bankrupt.com/misc/mnb10-40278.pdf

In Re El Jefe's Mexican Grill, LLC
   Bankr. Nev. Case No. 10-10603
      Chapter 11 Petition Filed January 15, 2010
         See http://bankrupt.com/misc/nvb10-10603.pdf

In Re AFC Realty Capital, Inc.
   Bankr. N.J. Case No. 10-11083
      Chapter 11 Petition Filed January 15, 2010
         See http://bankrupt.com/misc/njb10-11083.pdf

In Re Atlantic Gastroenterology Associates, P.A.
   Bankr. N.J. Case No. 10-11077
      Chapter 11 Petition Filed January 15, 2010
         See http://bankrupt.com/misc/njb10-11077.pdf

In Re KDJ Advertising, LLC
   Bankr. S.D. N.Y. Case No. 10-10186
      Chapter 11 Petition Filed January 15, 2010
         See http://bankrupt.com/misc/nysb10-10186.pdf

In Re Chloe, LLC
   Bankr. E.D. Okla. Case No. 10-80035
      Chapter 11 Petition Filed January 15, 2010
         Filed As Pro Se

In Re # 1 Auto Group Incorporated
   Bankr. E.D. Pa. Case No. 10-10294
      Chapter 11 Petition Filed January 15, 2010
         See http://bankrupt.com/misc/paeb10-10294.pdf

In Re Larry Eugene Ahlman
        aka Larry E. Ahlman
        fdba DASALA, LLC
        dba Doubledave's Pizza
      Sandra Ahlman
   Bankr. S.D. Texas Case No. 10-70034
      Chapter 11 Petition Filed January 15, 2010
         See http://bankrupt.com/misc/txsb10-70034.pdf

In Re Milan Physical Therapy, PC
   Bankr. W.D. Tenn. Case No. 10-10150
      Chapter 11 Petition Filed January 15, 2010
         See http://bankrupt.com/misc/tnwb10-10150.pdf

In Re Richard Louis Alexander
   Bankr. W.D. Wis. Case No. 10-10248
      Chapter 11 Petition Filed January 15, 2010
         Filed As Pro Se

In Re Lero Property Investments, LLC
   Bankr. C.D. Calif. Case No. 10-10571
      Chapter 11 Petition filed January 17, 2010
         See http://bankrupt.com/misc/cacb10-10571p.pdf
         See http://bankrupt.com/misc/cacb10-10571c.pdf

In Re The Loon Cafe, Ltd.
   Bankr. N.D. Ill.Case No. 10-01590
      Chapter 11 Petition Filed January 17, 2010
         See http://bankrupt.com/misc/ilnb10-01590.pdf

In Re SGC Enterprises Inc.
   Bankr. N.D. Ala. Case No. 10-80160
      Chapter 11 Petition Filed January 18, 2010
         See http://bankrupt.com/misc/alnb10-80160.pdf

In Re Superior Car Wash Systems, Inc.
   Bankr. Ariz. Case No. 10-01239/ 10-01247
      Chapter 11 Petition Filed January 18, 2010
         See http://bankrupt.com/misc/azb10-01239.pdf
         See http://bankrupt.com/misc/azb10-01247.pdf

In Re Twelve Signs, Incorporated
        dba Starscroll
   Bankr. C.D. Calif. Case No. 10-11758
      Chapter 11 Petition Filed January 18, 2010
         See http://bankrupt.com/misc/cacb10-11758.pdf

In Re Florida Body Shop And Rebuilders, Inc.
   Bankr. M.D. Fla. Case No. 10-00942
  Chapter 11 Petition Filed January 18, 2010
         See http://bankrupt.com/misc/flmb10-00942.pdf

In Re Surinder Rani Joshi
   Bankr. M.D. Fla. Case No. 10-00913
      Chapter 11 Petition Filed January 18, 2010
         See http://bankrupt.com/misc/flmb10-00913.pdf

In Re Synergy Contracting, LLC
   Bankr. S.D. Iowa Case No. 10-00159
  Chapter 11 Petition Filed January 18, 2010
         See http://bankrupt.com/misc/iasb10-00159.pdf

In Re Krave Entertainment, LLC
         dba Krave
         dba Harmon Theater
   Bankr. Nev. Case No. 10-10672
  Chapter 11 Petition Filed January 18, 2010
         See http://bankrupt.com/misc/nvb10-10672.pdf

In Re Bastone, Inc.
        aka Iannellis Cucina
   Bankr. S.D. N.Y. Case No. 10-22073
  Chapter 11 Petition Filed January 18, 2010
         See http://bankrupt.com/misc/nysb10-22073.pdf

In Re Templar Consulting, LLC
        dba Templar Tactics
   Bankr. E.D. N.C. Case No. 10-00334
  Chapter 11 Petition Filed January 18, 2010
         See http://bankrupt.com/misc/nceb10-00334.pdf

In Re M.E. Supply Co.
   Bankr. N.D. Ohio Case No. 10-40143
  Chapter 11 Petition Filed January 18, 2010
         See http://bankrupt.com/misc/ohnb10-40143.pdf

In Re Frey Mechanical Group, Inc.
   Bankr. E.D. Pa. Case No. 10-10349
  Chapter 11 Petition Filed January 18, 2010
         See http://bankrupt.com/misc/paeb10-10349.pdf

In Re Minnie Mouse Children's Learning Center, Inc.
        dba Minnie's Learning Academy
        dba Minnie's Learning Academy, Inc.
   Bankr. W.D. Tenn. Case No. 10-20502
  Chapter 11 Petition Filed January 18, 2010
         See http://bankrupt.com/misc/tnwb10-20502.pdf

In Re Billy Fred Boland
        aka B. F. Boland
        dba Boland Homes & Real Estate
        dba Boland Lanes & Amusement
        dba Boland Farm
      Betty Jenelle Boland
        aka Betty Trawick Boland
        aka Jenelle Boland
   Bankr. M.D. Ala. Case No. 10-10082
  Chapter 11 Petition Filed January 19, 2010
         See http://bankrupt.com/misc/almb10-10082.pdf

In Re Abraham Ryngler
      Jodi Ryngler
   Bankr. C.D. Calif. Case No. 10-10591
  Chapter 11 Petition Filed January 19, 2010
         See http://bankrupt.com/misc/cacb10-10591.pdf

In Re WMARTIN, LLC
   Bankr. C.D. Calif. Case No. 10-11470
  Chapter 11 Petition Filed January 19, 2010
         See http://bankrupt.com/misc/cacb10-11470.pdf

In Re Jahi Chinyelo Mirembe
        aka Creative Business Services
      Mosi Mawusi Mays-Mirembe
        aka Mosi MFT Mays-Mirembe
   Bankr. N.D. Calif. Case No. 09-40536
      Chapter 11 Petition Filed January 19, 2010
         Filed As Pro Se

In Re Mike Ming Chen
   Bankr. N.D. Calif. Case No. 10-50462
  Chapter 11 Petition Filed January 19, 2010
         See http://bankrupt.com/misc/canb10-50462.pdf

In Re Rocky Mountain Air Solutions, Inc.
   Bankr. Colo. Case No. 10-10843
  Chapter 11 Petition Filed January 19, 2010
         See http://bankrupt.com/misc/cob10-10843.pdf

In Re Michael S. Longenecker
   Bankr. M.D. Fla. Case No. 10-01013
  Chapter 11 Petition Filed January 19, 2010
         See http://bankrupt.com/misc/flmb10-01013.pdf

In Re Cardiovascular Diagnostic Image, Inc.
   Bankr. S.D. Fla. Case No. 10-11088
  Chapter 11 Petition Filed January 19, 2010
         See http://bankrupt.com/misc/flsb10-11088.pdf

In Re Desert Pines Family Health Centers
        dba Desert Pines Chiropractic
   Bankr. Nev. Case No. 10-10734
  Chapter 11 Petition Filed January 19, 2010
         See http://bankrupt.com/misc/nvb10-10734.pdf

In Re Ocean Park Diner Inc.
   Bankr. E.D. N.Y. Case No. 10-70314
  Chapter 11 Petition Filed January 19, 2010
         See http://bankrupt.com/misc/nyeb10-70314.pdf

In Re Yetish, Inc.
        dba Yetish Pallet, Inc.
   Bankr. E.D. N.Y. Case No. 10-40376
  Chapter 11 Petition Filed January 19, 2010
         See http://bankrupt.com/misc/nyeb10-40376.pdf

In Re 360 Properties, LLC
   Bankr. E.D. Okla. Case No. 09-80039
      Chapter 11 Petition Filed January 19, 2010
         Filed As Pro Se

In Re Corporacion Collazo-Rodriguez, Inc.
   Bankr. Puerto Rico Case No. 10-00271
  Chapter 11 Petition Filed January 19, 2010
         See http://bankrupt.com/misc/prb10-00271.pdf

In Re Nu-Buildn Associates Inc.
   Bankr. N.D. Texas Case No. 09-30433
      Chapter 11 Petition Filed January 19, 2010
         Filed As Pro Se

In Re Take 3 Trailers, Inc.
        dba T 3 Truck Equipment, Inc.
   Bankr. W.D. Texas Case No. 10-10128
  Chapter 11 Petition Filed January 19, 2010
         See http://bankrupt.com/misc/txwb10-10128.pdf

In Re Shell Bowl, LLC
   Bankr. N.D. W.Va. Case No. 10-00078
      Chapter 11 Petition Filed January 19, 2010
         See http://bankrupt.com/misc/wvnb10-00078.pdf



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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