TCR_Public/100125.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, January 25, 2010, Vol. 14, No. 24

                            Headlines


AETERNA ZENTARIS: Receives NASDAQ Non-compliance Notice
ALFRED WILEY CLARK: List of 20 Largest Unsecured Creditors
ALFRED WILEY CLARK: Section 341(a) Meeting Set for February 16
ALFRED WILEY CLARK: Taps Sexton & Associates as Bankruptcy Counsel
ALL AMERICAN PROPERTIES: Section 341(a) Meeting Set for Feb. 24

AMBAC FINANCIAL: Citigroup Discloses 6.2% Equity Stake
AMC ENT: Fitch Says Kerasotes Buy May Be at Least Leverage Neutral
AMERICAN BIO: Posts $241,000 Net Loss in Q3 2009
AMERICAN COMMERCE: Posts $112,000 Net Loss in November 30 Quarter
AMERICAN INT'L: ILFC CEO Udvar-Hazy Expected to Step Down

AMERICAN TONERSERV: Obtains $400,000 Funding From Galt
AMKOR TECHNOLOGY: Moody's Reviews Junk Rating on Sub. Notes
ANAVERDE LLC: Files Schedules of Assets & Liabilities
ANAVERDE LLC: Wants to Auction Assets April 12
ANAVERDE LLC: Wants to Hire Cross & Simon as Bankruptcy Counsel

AMERICAN MEDIA: Bank Debt Trades at 6% Off in Secondary Market
ARVINMERITOR, INC: Moody's Affirms 'Caa1' Corporate Family Rating
ASPEN LAND: Lender Alpine Bank Wants Chapter 11 Case Dismissed
ATRIUM COS: Chapter 11 Cues Moody's Cut on ACIH to 'D'
ATRIUM COS: S&P Cuts Issue-Level Rating on Senior Notes to 'D'

BANK OF LEETON: Closed; Sunflower Bank Assumes Deposits
ATRIUM COS: Noteholder Trustee Objects to DIP Financing
BERNARD MADOFF: Trustee Has Nod for Firm to Pursue Canadian Assets
BERNIE'S AUDIO: Final Hearing on Asset Sales on Jan. 28
BERNIE'S AUDIO: List of 20 Largest Unsecured Creditors

BERNIE'S AUDIO: Section 341(a) Meeting Set for Feb. 22
BERNIE'S AUDIO: Wants to Hire Rogin Nassau as Bankruptcy Counsel
BILL HEARD: Bankr. Ct. Should Have Set Aside Default Judgment
BLACK CROW: Court Extends Schedules Filing Until Feb. 10
BLACK CROW: Section 341(a) Meeting Set for Feb. 17

BLACK CROW: Taps Wiley Rein as Bankruptcy Counsel
BLACK CROW: Wants Latham Shuker as Co-Counsel
BLOCKBUSTER INC: S&P Gives Negative Outlook, Affirms 'B-' Rating
BLOSSOM VALLEY: Plan Contemplates Sale of 2 Residential Projects
BORDERS GROUP: Denies Delay of Payment to Publishers

BROADLANE INC: Moody's Affirms Corporate Family Rating at 'B2'
BROCADE COMMUNICATIONS: S&P Raises Corporate Credit Rating to 'BB'
BUILDERS FIRSTSOURCE: Delays Registration Statement Effective Date
BUILDERS FIRSTSOURCE: Stadium Capital Reports 14.8% Stake
CALIFORNIA HOUSING: S&P Junks Counterparty Credit Ratings

CAMBIUM LEARNING: S&P Raises Rating on Senior Facility to 'B+'
CAPMARK FINANCIAL: CLIP in Chapter 11 to Sell Assets
CAPMARK FINANCIAL: Obtains Approval for Employees' Severance Plan
CAPMARK FINANCIAL: REEG Business to Be Sold to TRECAP for $19.2MM
CAPMARK FINANCIAL: To Assign Additional Contracts to Berkshire

CARTER'S INC: S&P Affirms Corporate Credit Rating at 'BB+'
CHARTER BANK, SANTA FE: Closed; New Bank Assumes Assets
CHRYSLER LLC: Disclosure Statement OK'd Despite Protests
CHRYSLER LLC: Dealers Complain on Violation of Arbitration Law
CHRYSLER LLC: GMAC Completes Underwriting for Most Dealers

CHRYSLER LLC: New Chrysler Still in Talks With UAW on Plant
CHRYSLER LLC: New Chrysler to Get Rid of Wholesale Mentality
CHRYSLER LLC: New Chrysler to Recall 1,000 Vehicles in China
CINCINNATI BELL: Bank Debt Trades at 3% Off in Secondary Market
CITADEL BROADCASTING: Bank Debt Trades at 21% Off

CITIGROUP INC: Discloses 6.2% Equity Stake in Ambac Financial
CLAIRE'S STORES: Bank Debt Trades at 16% Off in Secondary Market
CLEAR CHANNEL: Bank Debt Trades at 19% Off in Secondary Market
CLEARWATER NATURAL: Consol Told to Pay Debtors $3.9 Mil.
COLUMBUS MCKINNON: Note Upsizing Won't Affect Moody's 'Ba3' Rating

COLUMBIA RIVER BANK: Closed; Columbia State Assumes Deposits
CR GAS STORAGE: Bank Debt Trades at 6% Off in Secondary Market
CYCLE COUNTRY: Receives Non-Compliance Notice From NYSE Amex
DBSD NORTH AMERICA: DISH Network Denied Plan Voting Right
DISCOVERY COMMS: Bank Debt Trades at 1% Off in Secondary Market

EVERGREEN BANK: Closed; Umpqua Bank Assumes Deposits
FANNIE MAE: Budget Office Wants to Bring Firm on Gov't Books
FAIRPOINT COMMS: Biddeford Asks for Probe by Maine PUC
FAIRPOINT COMMS: Committee Wins Nod for Jefferies as Advisor
FAIRPOINT COMMS: Giammarino Disposes Of 8,127 Shares

FREDDIE MAC: Budget Office Wants to Bring Firm on Govt. Books
FREEDOM COMMS: JPMorgan Agrees to Extend Cash Collateral Access
FREEDOM COMMUNICATIONS: Disclosure Statement Approved
FREMONT GENERAL: M&M Plan Offers 100% Recovery for Unsec. Claims
FRESENIUS MEDICAL: Bank Debt Trades at 2% Off in Secondary Market

GATEWAY ETHANOL: Wants Access to Cash Collateral Until January 29
GENERAL GROWTH: Creditors Committee Members Down to 9
GENERAL GROWTH: Plan Hearing for 10 Debtors on Feb. 16
GENERAL GROWTH: Two Add'l Debtors Win Plan Confirmation
GENERAL MOTORS: Belgium Plant Wind Down Announced

GENERAL MOTORS: Must Comply With Audits, Says Texas Comptroller
GENERAL MOTORS: Sees 2010 China Sales to Exceed 2-Mil. Units
GENERAL MOTORS: Court Extends Plan Filing Deadline Until May 27
GMAC INC: Fitch Upgrades Long-Term Issuer Default Ratings to 'B'
GREEKTOWN HOLDINGS: Reports $28.3MM Revenues for Dec. to MGCB

GULFSTREAM CRANE: U.S. Trustee Won't Form Creditors Committee
HSH DELAWARE: Files for Chapter 11 in Wilmington
I & C PROPERTY: Section 341(a) Meeting Set for Feb. 5
INDEPENDENCE FEDERAL: Receives NASDAQ Non-Compliance Notice
INDUSTRY WEST: Section 341(a) Meeting Set for Feb. 5

INTERGRAPH CORPORATION: COADE Deal Won't Affect Moody's B1 Rating
ISLE OF CAPRI: Bank Debt Trades at 1% Off in Secondary Market
JACOBS FINANCIAL: Posts $714,000 Net Loss in November 30 Quarter
JAPAN AIRLINES: CDO Ratings Not Affected by Bankruptcy, Fitch Says
JAPAN AIRLINES: Delta & SkyTeam to Provide Support

JAPAN AIRLINES: Failure Cues Sojitz's JPY15 Bil. Loss
JAPAN AIRLINES: Issuer & Debt Ratings Revised by S&P to 'D'
JAPAN AIRLINES: Position in Oneworld Not Affected by Bankruptcy
JC FLOWERS: Controlled Funds Convert Ch. 7 to Ch. 11
JERK MACHINE: "Bull$%" Remark Costs Lawyer 34% of His Fees

LAS VEGAS MONORAIL: February 17 Hearing on Case Dismissal Plea
LAS VEGAS MONORAIL: Section 341(a) Meeting Set for Feb. 18
LEHMAN BROTHERS: Linklaters Advised PwC on Claim Resolution Pact
LEHMAN BROTHERS: Wants to Expose Unreasonable Claims
LEVEL 3 COMMS: Receives Consents for Unit's 12.25% Senior Notes

LIFEPOINT HOSPITAL: Bank Debt Trades at 2% Off in Secondary Market
MANITOWOC CO: S&P Assigns 'BB-' Rating on $400 Mil. Senior Notes
MARCUS LEE: Debtor Can't Force Lender to Lend More Money
MASSEY ENERGY: S&P Changes Outlook to Stable; Affirms 'BB-' Rating
MERCURY COMPANIES: Wants to Sell Art Works to David Cook Galleries

MERIDIAN RESOURCE: Friday Deadline to File Proxy Statement Expires
METCALFE & MANSFIELD: S.D.N.Y. Won't Second-Guess CCAA Court
METRO-GOLDWYN-MAYER: Bank Debt Trades at 39% Off
MIDWEST BANC: Exchange Bid for Depositary Shares Expires Jan. 21
MOMENTIVE PERFORMANCE: Bank Debt Trades at 7% Off

MONTGOMERY REALTY: Can Access Cash Collateral Until June 30
MOONLIGHT BASIN: Can Sell Montana Property and Use Cash Collateral
NATIONAL HOME: Received Interim Access to JPMorgan Cash
NEIMAN MARCUS: Bank Debt Trades at 8% Off in Secondary Market
NEUMANN HOMES: BofA Files $50M Objection to Neumann Plan

PACIFIC ETHANOL: Greinke Reports Stake, Buys Preferreds From Lyles
PARMALAT SPA: Deloitte & Thornton Settle Lawsuit
PARMALAT SPA: Dr. Bondi to Appeal Grant Thornton Dismissal
PARMALAT SPA: Finalizes $100MM Settlement With BofA
PENN TRAFFIC: Auction Cancelled; Bid Extension Sought

PETCO ANIMAL: Bank Debt Trades at 3% Off in Secondary Market
PREMIER AMERICAN BANK: Closed; New Institution Takes Over
PROTECTIVE PRODUCTS: Sale Procedures OK'd; Auction Set for Feb. 18
PROTECTIVE PRODUCTS: Taps Berger Singerman as Bankruptcy Counsel
PRESSTEK INC: Daeg Capital, Kimelman Disclose Equity Stake

QSI HOLDINGS: High Court Won't Review Private Equity Safe Harbor
RCN CORP: Bank Debt Trades at 5% Off in Secondary Market
READER'S DIGEST: Court's Written Order Confirming Plan
READER'S DIGEST: Gets Nod to Settle With RD Pension Trustees No. 2
READER'S DIGEST: Proposes to Sell Notes to Refinance Exit Loans

ROTHSTEIN ROSENFELDT: Rothstein Wife's Photos Included in Auction
RYERSON HOLDING: Moody's Assigns 'Caa3' Rating on $200 Mil. Notes
RYERSON HOLDING: S&P Assigns Corporate Credit Rating at 'B-'
SENTINEL MANAGEMENT: Trustee's Audit Malpractice Suit Survives
SEVEN SEAS: S&P Assigns Corporate Credit Rating at 'B'

SMART ONLINE: Amends Reimbursement Deal with Atlas Capital
SMART ONLINE: Board Appoints Amir Elbaz as Director
SMART ONLINE: To Advance Directors' Expenses Under Amended Bylaws
SMURFIT-STONE: Plastipak Sues for Return of Security Deposit
SMURFIT-STONE: Three Panama Unions Get New Labor Contract

SMURFIT-STONE: To Take $284MM Charge for Closing of 2 Mills
SPANSION INC: To Sell Italian Operations, Retain IP Rights
STANDARD MOTOR: Reinstates Quarterly Dividend
STERLING FINANCIAL: Former Employee Files Class-Action Lawsuit
SUNESIS PHARMACEUTICALS: Investor Group to Buy $43.5MM in Equity

SUNGARD DATA: Bank Debt Trades at 3% Off in Secondary Market
SWIFT TRANSPORTATION: Bank Debt Trades at 5% Off
TARGA RESOURCES: Bank Debt Trades at 100.2% in Secondary Market
TAVERN ON THE GREEN: Gets $3.5 Million in 3-Day Auction
TELESAT CANADA: Bank Debt Trades at 3% Off in Secondary Market

TETON ENERGY: Plan of Reorganization Wins Court Approval
TEXAS INDUSTRIES: Moody's Downgrades Corp. Family Rating to 'B2'
TOUSA INC: Creditors' $60M Suit Over Failed Deal Gets OK
TRANSDIGM GROUP: Bank Debt Trades at 3% Off in Secondary Market
TROPICANA ENTERTAINMENT: Effective Date Deadline Extension Sought

UAL CORP: Flight Attendants Protest Over Delayed Contract
UAL CORP: Reports December 2009 Traffic Results
UAL CORP: Tops December On-Time Performance Among Carriers
US FOODSERVICE: Bank Debt Trades at 11% Off in Secondary Market
VISTEON CORP: IUE-CWA Appeals OPEB Amendment Order

VISTEON CORP: Plan Exclusivity Extended to February 18
VISTEON CORP: Proposes to Sell Radar Systems Business to Autoliv
VISTEON CORP: Proposes to Settle With Toledo Molding for $2.6MM
VISTEON CORP: Bank Debt Trades at 110.19% in Secondary Market
VISTEON CORP: AFL-CIO Supports Sec. 1102 Committee

VITESSE SEMICONDUCTOR: Linden Capital Discloses 9.99% Equity Stake
WASHINGTON MUTUAL: Opposes Expedia Company's $3.8MM Claim
WASHINGTON MUTUAL: Proposes More Work for Quinn Emanuel
WASHINGTON MUTUAL: Creditors Scoff at Shareholders' Committee Bid
WEST CORP: Bank Debt Trades at 1% Off in Secondary Market

WILLIAM LYON: Unit Closes Sale of Real Property for $13,625,000
W.R. GRACE: Canadian Govt. Opposes Lauzon Belanger Retention
W.R. GRACE: Proposes Protocol for Addressing Employee Claims
W.R. GRACE: Proposes to Amend Credit Agreement With ART
YRC WORLDWIDE: Special Stockholders' Meeting on February 17

YRC WORLDWIDE: Wells Fargo Discloses 5.65% Equity Stake

* 2010 Bank Closings Now at 9 After 5 Banks Shut Friday

* BOND PRICING -- For the Week From January 18 to 22, 2009


                            *********

AETERNA ZENTARIS: Receives NASDAQ Non-compliance Notice
-------------------------------------------------------
AEterna Zentaris Inc. on January 21, 2010, the Company received a
letter from the Listing Qualifications Department of The NASDAQ
Stock Market indicating that the minimum closing bid price of its
common shares had fallen below US$1.00 for 30 consecutive trading
days, and therefore, AEterna Zentaris was not in compliance with
NASDAQ Listing Rule 5450(a)(1).  In accordance with NASDAQ Listing
Rule 5810(C)(3)(a), AEterna Zentaris is provided a grace period of
180 calendar days, or until July 20, 2010, to regain compliance
with this requirement.  The notice has no effect on the listing of
AEterna Zentaris' common shares at this time, and its common
shares will continue to trade on the NASDAQ under the symbol
"AEZS", as well as on the Toronto Stock Exchange under the symbol
"AEZ".

AEterna Zentaris can regain compliance with the Rule if the bid
price of its common shares closes at US$1.00 or higher for a
minimum of ten consecutive business days during the grace period,
although NASDAQ may, in its discretion, require the Company to
maintain a minimum closing bid price of at least US$1.00 per share
for a period in excess of ten consecutive business days before
determining that AEterna Zentaris has demonstrated the ability to
maintain long-term compliance.

If the Company is unsuccessful in meeting the minimum bid
requirement by July 20, 2010, Nasdaq will provide notice to
AEterna Zentaris that its common shares will be subject to
delisting from the Nasdaq Global Market. If the Company receives a
delisting notification, it may appeal to the Listing
Qualifications Panel or apply to transfer its common shares to the
Nasdaq Capital Market if AEterna Zentaris satisfies at such time
all of the initial listing standards on the Nasdaq Capital Market,
other than compliance with the minimum closing bid price
requirement. If the application to the Nasdaq Capital Market is
approved, then the Company will have an additional 180-day grace
period in order to regain compliance with the minimum bid price
requirement while listed on the Nasdaq Capital Market.

                      About AEterna Zentaris

AEterna Zentaris Inc. (NASDAQ: AEZS; TSX: AEZ) --
http://www.aezsinc.com/-- is a late-stage drug development
company specialized in oncology and endocrinology.


ALFRED WILEY CLARK: List of 20 Largest Unsecured Creditors
----------------------------------------------------------
Alfred Wiley Clark and Janice Oglesby Clark have filed with the
U.S. Bankruptcy Court for the Northern District of Alabama a list
of its 20 largest unsecured creditors.

A full-text copy of the Debtor's list of creditors is available
for free at http://bankrupt.com/misc/alnb10-00216.pdf

Wilsonville, Alabama-based Alfred Wiley Clark, aka Butch Clark,
and Janice Oglesby Clark filed for Chapter 11 bankruptcy
protection on January 14, 2010 (Bankr. N.D. Ala. Case No. 10-
00216).  Frederick Mott Garfield, Esq., at Sexton & Associates,
PC, assists the Debtors in their restructuring efforts.  The
Debtors listed $10,000,001 to $50,000,000 in assets and $1,000,001
to $10,000,000 in liabilities.


ALFRED WILEY CLARK: Section 341(a) Meeting Set for February 16
--------------------------------------------------------------
The U.S. Trustee for Region of the Northern District of Alabama
will convene a meeting of Alfred Wiley Clark and Janice Oglesby
Clark's creditors on February 16, 2010, at 2:00 p.m. at Robert S.
Vance Fed Bldg, 1800 5th Ave No, Room 127, Birmingham, AL 35203.

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.

Wilsonville, Alabama-based Alfred Wiley Clark, aka Butch Clark,
and Janice Oglesby Clark filed for Chapter 11 bankruptcy
protection on January 14, 2010 (Bankr. N.D. Ala. Case No. 10-
00216).  Frederick Mott Garfield, Esq., at Sexton & Associates,
PC, assists the Debtors in their restructuring efforts.  The
Debtors listed $10,000,001 to $50,000,000 in assets and $1,000,001
to $10,000,000 in liabilities.


ALFRED WILEY CLARK: Taps Sexton & Associates as Bankruptcy Counsel
------------------------------------------------------------------
Alfred Wiley Clark and Janice Oglesby Clark have sought the
approval of the U.S. Bankruptcy Court for the Northern District of
Alabama to employ Frederick M. Garfield and the law firm Sexton &
Associates, P.C., as bankruptcy counsel.

Sexton will:

     a. provide Debtors legal advice with respect to their powers
        and duties as Debtors-In-Possession in the continued
        management of their financial affairs and property;

     b. prepare on behalf of Debtors necessary schedules, lists,
        applications, motions, answers, orders, and reorganization
        papers as is or may become necessary;

     c. review leases and other corporate papers and prepare any
        necessary motions to assume unexpired leases or executory
        contracts and assist in preparation of corporate
        authorizations and resolutions regarding Chapter 11 case;
        and

     d. perform any and all other legal services for Debtors as
        Debtors-In-Possession as may be necessary to achieve
        confirmation of Chapter 11 Plan of Reorganization.

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

        Frederick M. Garfield         $200
        Stephen L. Sexton             $200

The Debtors assure the Court that Sexton is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Wilsonville, Alabama-based Alfred Wiley Clark, aka Butch Clark,
and Janice Oglesby Clark filed for Chapter 11 bankruptcy
protection on January 14, 2010 (Bankr. N.D. Ala. Case No. 10-
00216).  The Debtors listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in liabilities.


ALL AMERICAN PROPERTIES: Section 341(a) Meeting Set for Feb. 24
---------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of All
American Properties, Inc.'s creditors on February 24, 2010, at
9:30 a.m. at Federal Building, Trustee Hearing Room, Room 1160,
11th Fl, 228 Walnut Street, Harrisburg, PA.

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.

New York-based All American Properties, Inc., filed for Chapter 11
bankruptcy protection on January 14, 2010 (Bankr. M.D. Pa. Case
No. 10-00273).  The Company listed Robert E. Chernicoff, Esq., at
Cunningham and Chernicoff PC, in its restructuring efforts.  The
Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


AMBAC FINANCIAL: Citigroup Discloses 6.2% Equity Stake
------------------------------------------------------
Citigroup Global Markets Inc.; Citigroup Financial Products Inc.;
Citigroup Global Markets Holdings Inc.; and Citigroup Inc.
disclosed holding 18,007,831 shares or roughly 6.2% of the common
stock of Ambac Financial Group, Inc., as of December 31, 2009.

                      About Ambac Financial

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

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

                          About Citigroup

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

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

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

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


AMC ENT: Fitch Says Kerasotes Buy May Be at Least Leverage Neutral
------------------------------------------------------------------
While financial details have not been disclosed, Fitch Ratings
believes the acquisition of Kerasotes Theaters by AMC
Entertainment Inc. could be at least leverage neutral for AMC.  As
such, Fitch does not expect AMC's rating to be affected by the
acquisition.  Almost 90% of the Kerasotes' 96 theaters and 973
screens are newly built since 1994, providing AMC with additional
modern theaters.  Based on Kerasotes' Web site, the company's
largest areas of concentration are in Illinois, Indiana and
Colorado.  While there could be some need to divest theaters in
Illinois due to the AMC existing presence in the state, Fitch
believes that the number of theater divestures could be small.

As of Oct. 1, 2009, AMC has adequate liquidity which is supported
by cash of $440 million (including approximately $45 million in
cash at the AMC Holdco, estimated by Fitch) and $185 million in
availability under its $200 million committed revolving credit
facility (reduced by $14.2 million in letters of credit).  The
company's maturity schedule is manageable.  AMC's first material
maturity is its revolving credit facility, which comes due in
2012.  AMC's term loan amortizes annually at $6.5 million and has
a final maturity in January 2013.  Free cash flow for October 2009
latest 12 months was positive $76 million.

Fitch expects that cash will be deployed for the purpose of
reducing leverage by either 1) reducing debt levels (likely
through continued debt repurchases) and/or 2) by making
deleveraging/accretive acquisitions.  There is limited tolerance
in the rating for a high-multiple acquisition, for dividends paid
to the sponsors or for continued capital deployment for the
construction of new theaters in saturated markets.  Fitch would
likely view the purchase of modern theater assets, at
attractive/delevering multiples, as a positive to a neutral credit
event.

While net leverage, through AMC Entertainment Holdings, of 7.0
times (6.3x if NCM dividends are included) is high, Fitch expects
this leverage to be at its peak and expects the company to reduce
leverage over time.

AMC's ratings are supported by the company's competitive
positioning as the second-largest domestic movie exhibitor, with
307 theatres and 4,610 screens (before the acquisition of
Kerasotes), with a leading market share in many of the largest
DMAs and the highest average screen count per theatre of 15.
Fitch believes that the movie exhibitor industry will continue to
be a key component of a movie's release.

Fitch currently rates AMC:

AMC

  -- Issuer Default Rating 'B';
  -- Senior secured credit facilities 'BB/RR1';
  -- Senior unsecured notes 'B/RR4';
  -- Senior subordinated notes 'CCC/RR6'.

Marquee Holdings Inc.

  -- IDR 'B';
  -- Senior discount notes 'CC/RR6'.

AMC Entertainment Holdings, Inc.

  -- IDR 'B';
  -- Senior unsecured term loan 'CC/RR6'.

The Rating Outlook is Stable.


AMERICAN BIO: Posts $241,000 Net Loss in Q3 2009
------------------------------------------------
American Bio Medica Corporation reported a net loss of $241,000 on
net sales of $2,501,000 for the three months ended September 30,
2009, as compared to net income of $86,000 on net sales of
$3,604,000 in the same period of 2008.

The Company said sales in the third quarter of 2009 continued to
be affected by global economic conditions and price pressures.

For the nine months ended September 30, 2009, net loss was
$712,000 on net sales of $7,563,000, as compared to a net loss of
$177,000 on net sales of $10,368,000 in the comparable period of
the previous year.

The Company's working capital decreased $374,000 to $2,756,000 at
September 30, 2009, when compared to working capital of $3,130,000
at December 31, 2008.  In the fourth quarter of 2008, the Company
reclassified its credit facilities with FNFG from long-term to
short-term as a result of the Company's covenant default under the
loan documents related to the credit facilities and the subsequent
forbearance.  The Company refinanced the FNFG line of credit with
Rosenthal on July 1, 2009.

The Company has historically satisfied its net working capital
requirements through cash from operations, bank debt, occasional
proceeds from the exercise of stock options and warrants and
through the private placement of equity securities.

At September 30, 2009, the Company had cash and cash equivalents
of $181,000.

The Company believes that it may need to raise additional capital
in the future to be able to continue operations.

                          Balance Sheet

At September 30, 2009, the Company had total assets of $7,619,000,
total liabilities of $4,065,000, and total stockholders' equity of
$3,554,000.

A full-text copy of the Company's quarterly report on Form 10-Q is
available for free at http://researcharchives.com/t/s?4dc5

                       Going Concern Doubt

Albany, N.Y.-based UHY LLP's audit report of American Bio Medica
Corporation's consolidated financial statements for the year ended
December 31, 2008, contained an explanatory paragraph stating that
the Company's recurring losses from operations and liquidity
constraints raise substantial doubt about its ability to continue
as a going concern.

As of the date of this report, the Company does not believe that
its current cash balances, together with cash generated from
future operations and amounts available under its credit
facilities will be sufficient to fund operations for the next 12
months if the Company continues to experience current sales
levels.

                    About American Bio Medica

Based in Kinderhook, New York, American Bio Medica Corporation --
http://www.abmc.com/-- is a biotechnology company that develops,
manufactures and sells immunoassay diagnostic test kits, primarily
for the immediate, point of collection testing for drugs of abuse
in urine and oral fluids.


AMERICAN COMMERCE: Posts $112,000 Net Loss in November 30 Quarter
-----------------------------------------------------------------
American Commerce Solutions, Inc. reported a net loss of $112,303
on net sales of $644,256 for the three months ended November 30,
2009, compared with a net loss of $264,985 on net sales of
$646,973 in the corresponding period of the prior fiscal year.

The Company incurred a net consolidated loss from continuing
operations of $112,303 for the three months ended November 30,
2009, compared with a loss of $203,850 for the three months ended
November 30, 2008.

The Company reported net income of $859,828 on net sales of
$1,829,426 for the nine months ended November 30, 2009, compared
with a net loss of $915,382 on net sales of $1,697,479 in the
three months ended November 30, 2008.  Results for the nine months
ended November 30, 2009, includes a $1,339,172 gain on sale of the
discontinued fiberglass division (net of tax).

                          Balance Sheet

At November 30, 2009, the Company had $5,160,171 in total assets,
$4,270,169 in total liabilities, and $890,002 in total
stockholders' equity.

The Company's consolidated balance sheets at November 30, 2009,
also showed strained liquidity with $1,836,071 in total current
assets available to pay $2,773,455 in total current liabilities.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://researcharchives.com/t/s?4dc6

                          Going Concern

"The Company has incurred substantial operating losses since
inception and has used approximately $280,200 of cash in
operations for the nine months ended November 30, 2009.  The
Company recorded losses from continuing operations of
approximately $409,200 for the nine months ended November 30,
2009.  Current liabilities exceed current assets by approximately
$937,400 at November 30, 2009.  Additionally, the Company is in
default on several notes payable.  The ability of the Company to
continue as a going concern is dependent upon its ability to
reverse negative operating trends, raise additional capital, and
obtain debt financing."

                About American Commerce Solutions

Based in  Bartow, Florida, American Commerce Solutions, Inc. is
primarily a holding company with two wholly owned subsidiaries;
International Machine and Welding, Inc. is engaged in the
machining and fabrication of parts used in heavy industry, and
parts sales and service for heavy construction equipment; Chariot
Manufacturing Company, which was acquired on October 11, 2003,
from a related party, manufactures motorcycle trailers with
fiberglass bodies and other fiberglass parts by contract with
affiliate owned, Tampa Fiberglass, Inc.  Effective June 1, 2009,
Chariot was sold and is classified as a discontinued operation.


AMERICAN INT'L: ILFC CEO Udvar-Hazy Expected to Step Down
---------------------------------------------------------
The Wall Street Journal's Serena Ng and Joann S. Lublin and Dow
Jones Newswires' Doug Cameron report that people familiar with the
matter said Steven Udvar-Hazy, the chief executive and a founder
of American International Group's aircraft-leasing company
International Lease Finance Corp., is expected to leave the
company as soon as this week.

The Journal recalls AIG has been trying to sell ILFC, one of the
two biggest aircraft-leasing companies in the world, for the past
year.  A person familiar with the matter told the Journal that AIG
may name John Plueger, currently ILFC's president and chief
operating officer, to succeed Mr. Udvar-Hazy as CEO.  Discussions
on the succession plan are continuing, another individual told the
Journal.

The Journal notes Mr. Udvar-Hazy co-founded ILFC in 1973 with two
other individuals and grew it into one of the two largest aircraft
leasing firms in the world, with nearly 1,000 Boeing and Airbus
aircraft.

The Journal also notes that while ILFC remained profitable in the
third quarter of 2009, its roughly $30 billion debt load and
continuing lack of access to short-term capital markets have
forced the company to rely on federal funds channeled through AIG
to meet some financial obligations.  In December, Moody's
Investors Service downgraded ILFC's credit rating to "junk" from
"investment grade," citing liquidity constraints and waning
support from parent AIG, which is committed to backstopping ILFC
through November 2010.

According to the Journal, Moody's said, ILFC's weaker credit
rating could further hamstring the aircraft financing company's
ability to raise money by issuing bonds and commercial paper.
Over time, it may have to sell off some of its aircraft assets at
a loss to repay maturing debt, Moody's said.

                          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 TONERSERV: Obtains $400,000 Funding From Galt
------------------------------------------------------
American TonerServ Corp. discloses that it entered into a Note
Purchase Agreement with Galt Asset Management, LLC, on January 12,
2010.

Pursuant to the Note Purchase Agreement, the Company has delivered
to Galt three 10% Convertible Promissory Notes for an aggregate of
$400,000 which has been advanced to the Company by Galt Additional
10% Convertible Promissory Notes for up to $100,000 may be
delivered for additional amounts which Galt may provide.  The
$400,000 received by the Company has been used to pay certain
vendor accounts payable.

The 10% Convertible Promissory Notes are payable interest only
through October 31, 2011 at which time the notes will be payable
in full.  The 10% Convertible Promissory Notes will be convertible
into shares of the Company's common stock beginning in 2011,
unless there is an event of default or a change of control of the
Company, in which case the notes would become immediately
convertible.  Until May 1, 2011, the conversion price of the notes
will be $0.125.  After that date, the conversion price of the
notes will be the lower of $0.125 per share or 80% of the volume-
weighted average price of the Company's common stock for the 20
trading days prior to the conversion date.

The 10% Convertible Promissory Notes are secured by the customer
lists and other intangible assets of two of the Company's wholly
owned subsidiaries: Optima Technologies, LLC and NC TonerServ,
LLC, which will guarantee the 10% Convertible Promissory Notes.

As additional consideration for entering into the Note Purchase
Agreement, the Company has agreed to issue to Galt 2,500,000
shares of the Company's common stock valued at $375,000, or $0.15
per share.  Galt will have piggy-back registration rights with
regard to the resale of the 2,500,000 shares of common stock as
well as the shares of common stock into which the 10% Convertible
Promissory Notes may be converted in the future.

As reported by the Troubled Company Reporter, American TonerServ
is seeking to renegotiate the terms of a portion of its short term
note obligations or to exchange equity securities for a portion of
the debt.  According to the TCR, the Company believes that it will
be successful in addressing its short term working capital
requirements through various strategies.  In a regulatory filing
with the Securities and Exchange Commission in August, the Company
said it has inadequate financial resources to sustain its business
activities as they currently are.  Management believes that the
Company can achieve positive cash flow through an aggressive
organic growth plan to increase sales, increasing operational
efficiencies and by aggressively reducing overhead costs.

During the six months ended June 30, 2009, the Company raised
$360,000 in proceeds from private offerings.  The Company
estimated that it will need to raise an additional $1,000,000
during the next 12 months to meet its minimum capital
requirements.  There is substantial doubt that the Company will be
able to continue as a going concern, absent raising additional
financing.  There can be no assurance that the Company will be
successful in obtaining the required financing or renegotiating
terms or converting a portion of its short term obligations into
equity.

At September 30, 2009, the Company had $16,717,272 in total assets
against $13,784,018 in total liabilities.  The September 30
balance sheet showed strained liquidity: The Company had
$5,191,150 in total current assets against $9,750,020 in total
current liabilities.

                   About American TonerServ

Based in Santa Rosa, California, American TonerServ Corp. (OTCBB:
ASVP) -- http://www.AmericanTonerServ.com/-- markets compatible
toner cartridges, serving the printing needs of small- and medium-
sized businesses by consolidating best-in-class independent
operators in the more than $6.0 billion recycled printer cartridge
and printer services industry, offering top-quality,
environmentally friendly products and local service teams.


AMKOR TECHNOLOGY: Moody's Reviews Junk Rating on Sub. Notes
-----------------------------------------------------------
Moody's Investors Service has placed the ratings on Amkor
Technology, Inc.'s corporate family, probability of default,
senior unsecured notes (B2) and senior subordinated notes (Caa1)
on review for possible upgrade.

The review for possible upgrade reflects Moody's expectation that
over the near-to-intermediate term Amkor will benefit from a
favorable business environment for OSAT services, relatively
stable pricing in leading edge packaging solutions and continued
demand for its advanced products.  The review incorporates Moody's
belief that Amkor is better positioned to capitalize on better-
than-expected near-term demand as well as endure the cyclical
nature of its business longer term.  Since Moody's believe
semiconductor end market demand will demonstrate solid growth in
2010 (compared to 2009), Amkor's product portfolio is expected to
benefit from organic growth as customer buying patterns recover
with the improving macroeconomic environment.

The review also acknowledges Amkor's disciplined focus on pricing,
operating and financial performance.  Over the past year, Amkor
quickly reduced its cost structure and improved working capital,
which led to free cash flow generation during the recession and
enabled margins to swiftly return to pre-recession levels in the
September quarter.  It also reflects the company's efforts at
reducing and refinancing debt prior to upcoming maturity dates.
As a result of these initiatives, Amkor was able to better
withstand the economic downturn than some of its OSAT peers.

Moody's review will focus on Amkor's operating and financial
strategy in view of recent changes in senior management, the
sustainability of the company's operating performance, and
likelihood of material acquisitions or capital investments to
support future growth initiatives.

Liquidity remains good (SGL-2) with cash balances of $447 million
at September 30, 2009, plus access to a $100 million undrawn
secured ABL revolving credit facility maturing April 2013.  Amkor
also maintains access to $35 million under a $50 million working
capital facility with China Construction Bank Co., Ltd.  maturing
January 2011.

These ratings were placed under review for possible upgrade:

* Corporate Family Rating -- B2

* Probability of Default Rating -- B2

* $801.8 Million Senior Unsecured Notes with various maturities --
  B2 (LGD-3, 44%)

* $ 42.6 Million 2.5% Convertible Senior Subordinated Notes due
  2011 -- Caa1 (LGD-5, 88%)

The last rating action was on February 27, 2009 when Moody's
affirmed the CFR at B2 and changed the outlook to stable from
positive.

Amkor Technology, Inc., based in Chandler, AZ, is one of the
largest providers of contract semiconductor assembly and test
services for integrated semiconductor device manufacturers as well
as fabless semiconductor operators.  Revenues and EBITDA (Moody's
adjusted) for the twelve months ended September 2009 were
$2.1 billion and $486 million, respectively.


ANAVERDE LLC: Files Schedules of Assets & Liabilities
-----------------------------------------------------
Anaverde LLC has 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              $13,000,000

B. Personal Property          $12,209,953

C. Property Claimed as
    Exempt

D. Creditors Holding
    Secured Claims                                $64,002,622

E. Creditors Holding
    Unsecured Priority
    Claims                                                 $0

F. Creditors Holding
    Unsecured Non-priority
    Claims                                         $1,054,851
                             -------------       ------------
TOTAL                         $25,209,953        $65,057,473

San Francisco, California-based Anaverde LLC filed for Chapter 11
bankruptcy protection on January 15, 2010 (Bankr. D. Del. Case No.
10-10113).  Kevin Scott Mann, Esq., at Cross & Simon, LLC, assists
the Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


ANAVERDE LLC: Wants to Auction Assets April 12
----------------------------------------------
Anaverde LLC has filed with the U.S. Bankruptcy Court for the
District of Delaware procedures for the sale of substantially all
of its assets.

As of January 8, 2010, the Debtor has cash and cash equivalents of
$114,000 and, subject to final approval by the Court, has an
additional $700,000 of post-petition financing available.  The
Debtor estimates that its cash and cash equivalents and the
remaining financing available under the post-petition financing
will be sufficient to meet its cash needs through the completion
of the sale process in April 2010.  Without the post-petition
financing, which expires on May 1, 2009, the Debtor can't fund its
post-petition operations and obligations.  "As a result, time is
of the essence in completing the sale process and concluding the
Chapter 11 process," the Debtor says.  The Debtor ran out of
capital before all site stabilization activities necessary for the
site to avoid damage by the elements were completed.

The Debtor proposes to sell the assets related to the second phase
of a larger residential development which includes 3,500
undeveloped lots and an adjacent development known as Chanar
planned for 157 single family home sites, to New Anaverde LLC --
the Stalking Horse Purchaser -- or the bidder with the highest or
best bid at the auction.

New Anaverde is under contract to buy the assets for a purchase
price of (i) $10,475,000; plus (ii) an amount equal to 12% per
annum, compounded annually, on $10,125,000 from December 24, 2009,
until $10,125,000 is disbursed to CADIM, but in no event more than
$948,699; plus (iii) CADIM's unreimbursed expenses of up to
$383,000; plus (iv) a right, payable in the future if at all, to
25% of the cash profits from sales of land included in the
project.

The Stalking Horse Purchaser's breakup fee will be the documented
actual reasonable out-of-pocket costs and expenses incurred by the
Stalking Horse Purchaser in connection with the negotiation,
documentation and implementation of the agreement and transactions
contemplated by it and all proceedings incident thereto, plus a
fee of $250,000.

The Debtor is asking for the approval of the sale procedures and
the setting of:

     -- April 7, 2010 deadline for the submission of bids;
     -- April 12, 2010 auction;
     -- April 13, 2010 objection deadline; and
     -- April 19, 2010 sale hearing.

A copy of the sale procedures is available for free at:

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

                          About Anaverde

San Francisco, California-based Anaverde LLC filed for Chapter 11
bankruptcy protection on January 15, 2010 (Bankr. D. Del. Case No.
10-10113).  Kevin Scott Mann, Esq., at Cross & Simon, LLC, assists
the Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


ANAVERDE LLC: Wants to Hire Cross & Simon as Bankruptcy Counsel
---------------------------------------------------------------

Anaverde LLC has sought permission from the U.S. Bankruptcy Court
for the District of Delaware to employ Cross & Simon, LLC, as
bankruptcy counsel.

Cross & Simon will:

     a. perform necessary services as the Debtor's counsel in
        connection with the Debtor's Chapter 11 case, including
        providing the Debtor with advice concerning its rights and
        duties, representing the Debtor, and preparing necessary
        documents, motions, applications, answers, orders, reports
        and papers in connection with the administration of the
        case on behalf of the Debtor;

     b. take necessary actions to protect and preserve the
        Debtor's estate during the pendency of the Debtor's
        Chapter 11 case, including prosecute actions by the
        Debtor, defend any actions commenced against the Debtor,
        negotiate litigation in which the Debtor is involved, and
        object to claims filed against the estate;

     c. represent the Debtor at hearings, meetings, and
        conferences on matters pertaining to the affairs of the
        Debtor as a debtor-in-possession; and

     d. perform other necessary legal services.

Cross & Simon will be paid based on the hourly rates of its
personnel:

        Partners                     $390
        Associates                $220 to $390
        Paraprofessionals            $150

Kevin S. Mann, an associate of Cross & Simon, assures the Court
that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

San Francisco, California-based Anaverde LLC filed for Chapter 11
bankruptcy protection on January 15, 2010 (Bankr. D. Del. Case No.
10-10113).  The Company listed $10,000,001 to $50,000,000 in
assets and $50,000,001 to $100,000,000 in liabilities.


AMERICAN MEDIA: Bank Debt Trades at 6% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which American Media is
a borrower traded in the secondary market at 93.75 cents-on-the-
dollar during the week ended Friday, Jan. 22, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.67 percentage
points from the previous week, The Journal notes.  The Company
pays 275 basis points above LIBOR to borrow under the facility.
The bank loan matures on Jan. 27, 2013, and carries Moody's B3
rating and Standard & Poor's B- rating.  The debt is one of the
biggest gainers and losers among 166 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Jan. 22.

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


ARVINMERITOR, INC: Moody's Affirms 'Caa1' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family and
Probability of Default ratings of ArvinMeritor, Inc., at Caa1.  In
a related action, the rating of the senior secured revolving
credit facility was affirmed at B1, and the ratings of the senior
unsecured notes were affirmed at Caa2.  ArvinMeritor's Speculative
Grade Liquidity Rating was raised to SGL-3 from SGL-4.  The rating
outlook is changed to stable.

The stable outlook reflects Moody's views that restructuring
actions taken by ArvinMeritor will be sufficient to mitigate
ongoing weakness in the company's end markets over the near-term.
The declining demand for commercial vehicles appears to have
abated.  However, the timing of a recovery in the company's end
markets has yet to be determined and will likely begin modestly
with a broader recovery in the later half of calendar year 2010.
About 58% of the company's fiscal 2009 commercial vehicle revenues
are from North America which is experiencing stabilizing economic
conditions.  Europe, which represented about 22% of the company
commercial vehicle revenues, is expected to continue to experience
challenging economic conditions into 2010.  The stable outlook
also considers the lower risk of financial covenant violations
under the company's senior secured revolving credit facility over
the near-term, given the company's expected performance.  For FY
2009, ending September 30, 2009, ArvinMeritor's EBIT/Interest
coverage (including Moody's standard adjustments) approximated
0.4x.

ArvinMeritor's Caa1 Corporate Family Rating continues to reflect
the expectation of weak credit metrics consistent with rating over
the near-term.  Recent upturns in freight volumes support a
potential for a more stable environment for commercial vehicles.
However, a recovery in commercial vehicle orders is not expected
to begin until the later half of 2010.  Tight credit markets also
are expected to limit growth in commercial vehicle purchases over
the near-term.  The rating also reflects the challenges the
company may face in its efforts to renew its senior secured
revolving credit facility which matures in June 2011.  A
transaction which replaces or extends this facility will likely
also need to consider addressing the maturity of $276 million of
unsecured notes due in March 2012.

ArvinMeritor's Speculative Grade Liquidity rating of SGL-3
indicates adequate liquidity over the next twelve months.  As of
FYE September 30, 2009, the company had approximately $95 million
of cash on hand.  Moody's anticipates that ArvinMeritor will be
challenged to generate free cash flow in fiscal 2010, as an upturn
in the company's end markets is not expected to occur until the
later half of calendar 2010.  While restructuring actions have
stabilized operating performance, debt service costs and capital
reinvestment are expected to consume much of the company's
internally generated cash.  ArvinMeritor's $700 million revolving
credit facility had approximately $28 million of funding at
September 30, 2009, with $27 million of LCs outstanding.  The
facility matures in June 2011.  The principal financial covenant
is a senior secured leverage test at each quarter-end of 2.0 times
and is expected to provide ample cushion.  Moody's expects the
company's performance over the near-term to be sufficient to
improve availability as earlier weaker quarters drop out of the
LTM EBITDA calculation.  The revolving credit is secured by a
first lien on certain assets of the company of about $491 million
of the company's assets as of September 30, 2009, primarily
consisting of eligible domestic U.S.  accounts receivable,
inventory, plant, property and equipment, intellectual property
and the company's investment in all or a portion of certain of its
wholly-owned subsidiaries.  Negative covenants under the revolver
limit both annual and cumulative amounts of asset sales.

Ratings raised:

* Speculative Grade Liquidity Rating, to SGL-3 from SGL-4

Ratings affirmed:

ArvinMeritor, Inc.

* Corporate Family Rating, at Caa1;
* Probability of Default, at Caa1;
* Senior secured bank debt, at B1 (LGD1, 9%);
* Senior unsecured notes, at Caa2 (LGD4, 65%);

Ratings withdrawn:

Arvin International PLC

* Caa2 (LGD4, 64%) for the unsecured notes guaranteed by
  ArvinMeritor, Inc. (currently inter-company obligations)

The last rating action on ArvinMeritor was on March 17, 2009, when
the Corporate Family Rating was lowered to Caa1.

ArvinMeritor, Inc., headquartered in Troy, MI, is a global
supplier of a broad range of integrated systems, modules and
components serving light vehicles, commercial trucks, trailers,
and specialty original equipment manufacturers, as well as certain
aftermarkets.  Revenues in fiscal 2009 were approximately
$4.1 billion.


ASPEN LAND: Lender Alpine Bank Wants Chapter 11 Case Dismissed
--------------------------------------------------------------
Alpine Bank, a senior secured lender in the Chapter 11 case of
Aspen Land Fund II LLC, asks the U.S. Bankruptcy Court for the
District of Colorado to dismiss the Debtor's bankruptcy
proceeding.

Alpine Bank relates that the Debtor entered into a $22,250,000
business loan agreement dated March 27, 2008, with the bank to
fund the development of luxury townhomes or, alternatively, a
hotel, on 2.3 acres of real property situated at the base of Lift
1A in Aspen, Colorado.  The loan is secured by a deed of trust
dated March 27, 2008.  The Debtor has not made payments to the
bank.

The bank states that the dismissal of the Chapter 11 case is
necessary because:

   -- there is no likelihood of rehabilitation; and

   -- it will reduce the administrative costs to the estate,
      including, but not limited to, fees payable to the Debtor's
      counsel and fees payable.

Based in Newport Beach, California, Aspen Land Fund II LLC is a
development group that wants to build a hotel at the base of Aspen
Mountain.  The Company filed for Chapter 11 protection on
Sept. 25, 2009 (Bankr. D. Col. Case No. 09-30162).  In its
petition, the Debtor said it has $31,572,828 in assets and
$34,695,549 in debts.



ATRIUM COS: Chapter 11 Cues Moody's Cut on ACIH to 'D'
------------------------------------------------------
Moody's Investors Service lowered ACIH, Inc.'s Probability of
default ("PDR") to D from Ca/LD following the recent announcement
by Atrium Companies, Inc., that it has filed voluntary petitions
from reorganization under Chapter 11 of the U.S. Bankruptcy Code
and its Canadian subsidiary has initiated reorganization
proceeding under the Companies' Creditors Arrangement Act in
Toronto.  ACIH, Inc., Atrium Companies, Inc.'s parent holding
company (collectively "Atrium"), also filed voluntary petitions
for reorganization.  Atrium and its subsidiaries will continue to
operate throughout the bankruptcy processes.  Subsequent to this
rating action Moody's will withdraw all of Atrium's ratings.

This rating actions were taken:

ACIH, Inc.:

* Corporate Family Rating of Ca left unchanged;

* Probability of Default Rating downgraded to D from Ca/LD; and,

* $4.6 mil. Sr. Discount Notes due 2012 left unchanged at C (LGD5,
  88%).

Atrium Companies, Inc.:

* $50.0 million Senior Secured Revolving Credit Facility due 2011
  left unchanged at Caa3 (LGD3, 31%);

* $348.9 mil. Sr. Secured Term Loan due 2012 left unchanged at
  Caa3 (LGD3, 31%);

* $220.3 mil. Sr. Subordinated Notes due 2012 left unchanged at C
  (LGD5, 88%); and,

* $47.9 mil. Sr. Subordinated Notes due 2010 left unchanged at C
  (LGD5, 73%).

The speculative grade liquidity rating remains SGL-4.

The last rating action was on May 22, 2009, at which time Moody's
downgraded ACIH, Inc.'s Probability of Default Rating to Ca/LD.

Atrium Companies, Inc., headquartered in Dallas, TX, is one of the
largest manufacturers of residential vinyl and aluminum windows
and patio doors in North America.  Revenues for the last twelve
months through September 30, 2009, totaled $537 million.


ATRIUM COS: S&P Cuts Issue-Level Rating on Senior Notes to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered the issue-level rating
on Atrium Cos. Inc.'s 15% senior subordinated notes due 2012 and
11% senior subordinated notes due 2012 to 'D' from 'CC'.  The
recovery rating is unchanged at '6', indicating S&P's expectation
for negligible (0% to 10%) recovery for lenders in the event of a
payment default.

"These rating actions follow Atrium's announcement that it filed
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code and in Canada under the Companies' Creditors
Arrangement Act," said Standard & Poor's credit analyst Tobias
Crabtree.  Previously, S&P lowered the corporate credit rating of
Atrium to 'D' after the company entered into a forbearance
agreement with its principal lenders, resulting from the company's
missed scheduled interest payment due May 11, 2009, on its senior
secured bank credit facilities.

Standard & Poor's will review the outstanding recovery ratings for
Atrium pending further information regarding the bankruptcy
filing.

Atrium is engaged in the manufacture and sale of windows, patio
doors, and various building materials throughout North America.


BANK OF LEETON: Closed; Sunflower Bank Assumes Deposits
-------------------------------------------------------
Bank of Leeton, Leeton, Missouri, was closed January 22 by the
Missouri Division of Finance, which appointed the Federal Deposit
Insurance Corporation (FDIC) as receiver. To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Sunflower Bank, National Association, Salina,
Kansas, to assume all of the deposits of Bank of Leeton.

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

As of December 31, 2009, Bank of Leeton had approximately
$20.1 million in total assets and $20.4 million in total deposits.
Sunflower Bank, N.A. will pay the FDIC a premium of 0.59 percent
to assume all of the deposits of Bank of Leeton.  The FDIC as
receiver will retain most of the assets from Bank of Leeton for
later disposition.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-523-8209.  Interested parties also can
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/leeton.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $8.1 million. Sunflower Bank's acquisition of all
the deposits was the "least costly" resolution for the FDIC's DIF
compared to all alternatives. Bank of Leeton is the sixth FDIC-
insured institution to fail in the nation this year, and the first
in Missouri. The last FDIC-insured institution closed in the state
was Gateway Bank of St. Louis, on November 6, 2009.


ATRIUM COS: Noteholder Trustee Objects to DIP Financing
-------------------------------------------------------
U.S. Bank National Association, in its capacity as indenture
trustee, filed with the U.S. Bankruptcy Court for the District of
Delaware an objection to Atrium Companies Inc. and its units'
proposal to access postpetition secured financing.  A group of
prepetition lenders is providing $30 million of debtor-in-
possession financing.

U.S. Bank serves as Indenture Trustee for the Debtors' 11% and 15%
Senior Subordinated Notes due 2012 and the 11-1/2% Senior Discount
Notes due 2012.

The objection submitted by U.S. Bank to the Court focuses on its
opposition to the Debtors' pre-negotiated plan.  The objection
points out that U.S. Bank -- and the noteholders -- were not
included in the plan negotiation process.

U.S. Bank complains, among other things, that the Plan would
drastically impair the rights of all Noteholders, proposing to
provide them with a small percentage of equity in exchange for
extinguishing over $260 million of debt, while trade creditors
would be paid in full."

Pre-bankruptcy, Atrium Companies 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% of its existing debt, through a "pre-negotiated" restructuring
of its balance sheet.

                     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.


BERNARD MADOFF: Trustee Has Nod for Firm to Pursue Canadian Assets
------------------------------------------------------------------
Irving H. Picard, Esq., as trustee for the substantively
consolidated liquidation of Bernard L. Madoff Investment
Securities LLC and Bernard L. Madoff, obtained permission from the
Bankruptcy Court to retain special counsel nunc pro tunc to
September 1, 2009.

Mr. Picard has determined that it will be necessary to engage
counsel to represent him in Canada.  The Trustee, therefore,
proposes to retain and employ the law firm of Kugler Kandestin,
L.L.P. as its special counsel with regard to its recovery of
customer property in Canada, and any related matters.

Kugler will be compensated at rates 10% below its normal rates:

   Level of Experience    Normal Rates       Agreed Upon Rates
   -------------------    ------------       -----------------
     Partner              CDN$450-600         CDN$405-560
     Associate            CDN$200-300         CDN$180-270
     Paralegal                CDN$95           CDN$85.50

                      About Bernard L. Madoff

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.).


BERNIE'S AUDIO: Final Hearing on Asset Sales on Jan. 28
-------------------------------------------------------
Bernie's Audio Video TV Appliance Co., Inc., has sought permission
from the Hon. Albert S. Dabrowski of the U.S. Bankruptcy Court for
the District of Connecticut to sell substantially of its assets
free and clear of all liens, claims and encumbrances.

The Debtor concluded that the best way to maximize the value of
the business for the benefit of creditors was to conduct an
orderly liquidation with the assistance of a professional
liquidator, who would conduct the store closing sales at the
Debtor's retail locations.

Accordingly, effective as of January 13, 2010, the Debtor entered
into the agency agreement whereby Hilco Merchant Resources, LLC,
agreed to serve as the agent to the Debtor in connection with a
liquidation sale of Debtor's assets.

Hilco will be compensated from the sale proceeds following payment
to the Debtor of the guaranteed amount of 80.3% of the cost value
of the merchandise, expenses of the sale, and certain other
amounts payable to the Debtor.

Agent will complete the sale at the stores, and will vacate all of
the store premises on or before February 28, 2010.

Agent will accept the Debtor's gift certificates and store
credits, issued by Merchant prior to the sale commencement date,
and honor other customer programs required by the store closing
sale guidelines.

The Court held a January 15, 2010 hearing on the Debtor's request
for authorization to sell assets.

The Court has granted the Agent the right to use the stores,
distribution center and all related store and distribution center
services, furniture, fixtures, equipment and other assets of the
Debtor as designated hereunder for the purpose of conducting the
Sale free from interference of any entity or person, in accordance
with the provisions of the Agency Agreement.

The Agent will be granted a limited license and right to use
during the sale term the trade names, logos and customer lists
relating to and used in connection with the operation of the
stores and distribution center, solely for the purpose of
advertising the sale.

The Court ruled that a final hearing on the Debtor's request be
held on January 28, 2010, at 10:00 a.m.

A copy of the Agency Agreement is available for free at:

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

A copy of the sale guidelines is available for free at:

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

                     About Bernie's Audio

Enfield, Connecticut-based Bernie's Audio Video TV Appliance Co.,
Inc., operates 15 electronic appliance stores.  The Company filed
for Chapter 11 bankruptcy protection on January 14, 2010 (Bankr.
D. Conn. Case No. 10-20087).  Barry S. Feigenbaum, Esq., Matthew
Wax-Krell, Esq., at Rogin Nassau LLC, assist the Company in its
restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


BERNIE'S AUDIO: List of 20 Largest Unsecured Creditors
------------------------------------------------------
Bernie's Audio Video TV Appliance Co., Inc., has filed with the
U.S. Bankruptcy Court for the District of Connecticut a list of
its 20 largest unsecured creditors.

A full-text copy of the Debtor's list of creditors is available
for free at http://bankrupt.com/misc/ctb10-20087.pdf

Enfield, Connecticut-based Bernie's Audio Video TV Appliance Co.,
Inc., operates 15 electronic appliance stores.  The Company filed
for Chapter 11 bankruptcy protection on January 14, 2010 (Bankr.
D. Conn. Case No. 10-20087).  Barry S. Feigenbaum, Esq., Matthew
Wax-Krell, Esq., at Rogin Nassau LLC, assist the Company in its
restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


BERNIE'S AUDIO: Section 341(a) Meeting Set for Feb. 22
------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of Bernie's
Audio Video TV Appliance Co., Inc.'s creditors on February 22,
2010, at 10:00 a.m. at The Giaimo Federal Building, 150 Court
Street, Room 309, at intersection of Court and Orange St., New
Haven, CT 06510.

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.

Enfield, Connecticut-based Bernie's Audio Video TV Appliance Co.,
Inc., operates 15 electronic appliance stores.  The Company filed
for Chapter 11 bankruptcy protection on January 14, 2010 (Bankr.
D. Conn. Case No. 10-20087).  Barry S. Feigenbaum, Esq., Matthew
Wax-Krell, Esq., at Rogin Nassau LLC, assist the Company in its
restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


BERNIE'S AUDIO: Wants to Hire Rogin Nassau as Bankruptcy Counsel
----------------------------------------------------------------
Bernie's Audio Video TV Appliance Co., Inc., has sought permission
from the Hon. Albert S. Dabrowski of the U.S. Bankruptcy Court for
the District of Connecticut to employ Rogin Nassau LLC as
bankruptcy counsel.

Barry S. Feigenbaum, a member of Rogin Nassau, says that the firm
will:

     a. give the Debtor legal advice concerning the powers and
        duties of a debtor in possession;

     b. assist the Debtor in preparation of schedules, reports,
        pleadings and other legal papers required or desirable on
        behalf of the Debtor as debtor in possession;

     c. represent the Debtor in connection with adversary
        proceedings, contested matters and other proceedings which
        may be instituted in this Court; and

     d. perform all other legal services for the Debtor as debtor-
        in-possession which may be necessary.

According to Mr. Feigenbaum, Rogin Nassau will be paid based on
the hourly rates of its personnel:

        Partner                $275-$485
        Counsel                $225-$400
        Associate              $175-$235

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

Enfield, Connecticut-based Bernie's Audio Video TV Appliance Co.,
Inc., operates 15 electronic appliance stores.  The Company filed
for Chapter 11 bankruptcy protection on January 14, 2010 (Bankr.
D. Conn. Case No. 10-20087).  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


BILL HEARD: Bankr. Ct. Should Have Set Aside Default Judgment
-------------------------------------------------------------
WestLaw reports that assuming arguendo that the "good cause"
standard for obtaining relief from mere entry of a default was
less strict than the standard which a movant must satisfy to
obtain relief from an actual default judgment, a bankruptcy court
abused its discretion in denying a motion to set aside a mere
entry of default, which a newly retained attorney filed on behalf
of a client which was not itself a natural person, and which was
unable to represent itself, one day after the default was entered.
The client, due to the bankruptcy court's earlier ruling in
allowing its prior counsel to withdraw before substitute counsel
had been obtained, was unable to respond to the debtors' complaint
until it had found new counsel.  Moreover, the client apparently
misunderstood how to calculate the two-week extension orally
granted by the bankruptcy court for purposes of obtaining new
counsel and filing an answer.  Blau v. Bill Heard Chevrolet Corp.-
Orlando, --- B.R. ----, 2009 WL 5194377 (N.D. Ala.).

                 About Bill Heard Enterprises

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


BLACK CROW: Court Extends Schedules Filing Until Feb. 10
--------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, at
the behest of Black Crow Media Group, LLC, et al., extended the
filing of schedules of assets and liabilities, schedules of
executor contracts and unexpired leases, and statements of
financial affairs by an additional 15 days until February 10,
2010.

The Debtors say that they won't be able to complete their
schedules and statements within the first 14-day deadline after
the Petition Date, due to the substantial size, scope and
complexity of their Chapter 11 cases and the large volume of
material that must be compiled and reviewed by the Debtors'
employees and professionals in order to complete the schedules and
statements during the hectic early days of their Chapter 11 cases.

Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and
operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak,
Valdosta, Huntsville, Alabama, and Jackson, Tennessee.

The Company filed for Chapter 11 bankruptcy protection on
January 11, 2010 (Bankr. M.D. Fla. Case No. 10-00172).  The
Company's affiliates -- Black Crow Media, LLC, et al. -- also
filed separate Chapter 11 petitions.

Mariane L. Dorris, Esq., and R Scott Shuker, Esq., at Latham
Shuker Eden & Beaudine LLP, assist the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.


BLACK CROW: Section 341(a) Meeting Set for Feb. 17
--------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Black
Crow Media Group, LLC's creditors on February 17, 2010, at
11:00 a.m. at FIRST FLOOR, 300 North Hogan St. Suite 1-200,
Jacksonville, FL 32202.

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.

Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and
operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak,
Valdosta, Huntsville, Alabama, and Jackson, Tennessee.

The Company filed for Chapter 11 bankruptcy protection on
January 11, 2010 (Bankr. M.D. Fla. Case No. 10-00172).  The
Company's affiliates -- Black Crow Media, LLC, et al. -- also
filed separate Chapter 11 petitions.

Mariane L. Dorris, Esq., and R Scott Shuker, Esq., at Latham
Shuker Eden & Beaudine LLP, assist the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.


BLACK CROW: Taps Wiley Rein as Bankruptcy Counsel
-------------------------------------------------
Black Crow Media Group, LLC, et al., have sought permission from
the U.S. Bankruptcy Court for the Middle District of Florida to
employ Wiley Rein LLP, nunc pro tunc to the Petition Date.

Wiley Rein will, among other things:

     a. advise and consult on the conduct of the cases, including
        all of the legal and administrative requirements of
        operating in Chapter 11;

     b. attend meetings and negotiate with representatives of
        creditors, equity security holders, employees, and other
        parties in interest in these Chapter 11 cases;

     c. advise the Debtors in connection with any contemplated
        sales of assets or business combinations, including the
        negotiation of asset, stock purchase, merger or joint
        venture agreements, formulating and implementing bidding
        procedures, evaluating competing offers, drafting
        appropriate corporate documents with respect to the
        proposed sales, and counseling the Debtors in connection
        with the closing of such sales; and

     d. advise the Debtors in connection with postpetition
        financing and cash collateral arrangements and negotiating
        and drafting documents relating thereto, providing advice
        and counsel with respect to prepetition financing
        arrangements, and providing advice to the Debtors in
        connection with any additional financing, and negotiating
        and drafting documents relating thereto.

The Debtors say that Wiley Rein will be paid based on the hourly
rates of its personnel:

        H. Jason Gold, Partner              $695
        Valerie P. Morrison, Partner        $630
        Dylan G. Trache, Partner            $510
        James C. Slattery, Associate        $445
        Robert W. Ours, Paraprofessional    $210

The Debtors assure the Court that Wiley Rein is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and
operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak,
Valdosta, Huntsville, Alabama, and Jackson, Tennessee.

The Company filed for Chapter 11 bankruptcy protection on
January 11, 2010 (Bankr. M.D. Fla. Case No. 10-00172).  The
Company's affiliates -- Black Crow Media, LLC, et al. -- also
filed separate Chapter 11 petitions.

The Company listed $10,000,001 to $50,000,000 in assets and
$50,000,001 to $100,000,000 in liabilities.


BLACK CROW: Wants Latham Shuker as Co-Counsel
---------------------------------------------
Black Crow Media Group, LLC, et al., have asked for authorization
from the U.S. Bankruptcy Court for the Middle District of Florida
to employ Latham, Shuker, Eden & Beaudine, LLP, as its co-counsel,
nunc pro tunc to January 12, 2010.

Latham Shuker will:

     a. advise the Debtors as to their rights and duties in their
        Chapter 11 cases;

     b. prepare pleadings related to the Chapter 11 cases,
        including a disclosure statement and a plan of
        reorganization; and

     c. take any and all other necessary action incident to the
        proper preservation and administration of the estates,
        including co-counsel in insurance litigation.

Latham Shuker will assist the Debtors' bankruptcy counsel, Wiley
Rein, LLP.  Wiley Rein and Latham Shuker will divide tasks and
areas of responsibility in a manner which reflects their
respective abilities, resources, and experience and which
recognizes the firms' respective proximities to the Debtors, the
Court, and the interested parties in the Debtors' Chapter 11
cases.

The Debtors say that Latham Shuker will be paid based on the
hourly rates of its personnel:

        Attorneys                       $450
        Junior Paraprofessionals        $100

According to the Debtors, Latham Shuker is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and
operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak,
Valdosta, Huntsville, Alabama, and Jackson, Tennessee.

The Company filed for Chapter 11 bankruptcy protection on
January 11, 2010 (Bankr. M.D. Fla. Case No. 10-00172).  The
Company's affiliates -- Black Crow Media, LLC, et al. -- also
filed separate Chapter 11 petitions.

The Company listed $10,000,001 to $50,000,000 in assets and
$50,000,001 to $100,000,000 in liabilities.


BLOCKBUSTER INC: S&P Gives Negative Outlook, Affirms 'B-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Dallas-based Blockbuster Inc. to negative from stable.  At the
same time, S&P affirmed all ratings on the company, including the
'B-' corporate credit rating.  The outlook revision reflects
fourth-quarter operations that were substantially below
expectations, S&P's belief that performance will remain challenged
over the near term, and S&P's expectation for credit metrics to
deteriorate significantly.

The ratings on Blockbuster reflect its participation in an
extremely competitive home entertainment market, weak operating
performance, the technology risks associated with video delivery
to the end user, its dependence on decisions made by the movie
studios, and a highly leveraged capital structure.

The company recently revised guidance below S&P's year-end
expectations because of weak top-line performance in the fourth
quarter.  The company bolstered its inventory levels to support
higher in-stock availability and increased its advertising
spending during the seasonally important holiday season.  However,
sales failed to materialize, and operations fell significantly
during the period.  S&P believes performance will remain difficult
over the near term.  S&P expects double digit declines in revenues
and margins to deteriorate from substantial negative operating
leverage.  The company has announced it intends to cut expenses
further, but this is not likely to meaningfully improve operations
over the near term.

As a result of the substantial performance deterioration, S&P
expects credit metrics to likely weaken over the near term.  S&P
believes debt to EBITDA will likely be around 7.5x as of Dec. 31,
2009, and that interest coverage will be in the low 1.0x range.
As a result of ongoing performance difficulties over the near
term, S&P expects leverage to increase to about 10.0x and coverage
to be slightly above 1.0x over the near term.

Blockbuster remains highly dependent on decisions made by movie
studios, which are evaluating the traditional release window with
the potential to alter the traditional home video retailer
distribution period, particularly in connection with increased use
of direct distribution technologies.  S&P believes any reduction
in the exclusivity period of the traditional window will be
detrimental to Blockbuster's operating performance.


BLOSSOM VALLEY: Plan Contemplates Sale of 2 Residential Projects
----------------------------------------------------------------
Blossom Valley Investors, Inc., and Pear Avenue Investors LLC
filed with the U.S. Bankruptcy Court for the Northern District of
California a Disclosure Statement relating to their Plan of
Reorganization dated as of January 8, 2010.

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

According to the Disclosure Statement, the Plan provides for the
sale of the Debtor's interest in Messina Condos and Oak Knoll
single family homes properties, collectively valued at
$34.3 million.

The Plan contemplates payment, in full, of any of the priority
unsecured claims on the initial distribution date.

General unsecured claims not otherwise classified, including any
secured debt exceeding the value of the collateral for the debt,
will be paid from the net proceeds of Messina Gardens and Oak
Knoll as the net proceeds become available, but only after Class
1,2,3,4 and 5 claims have been paid in full.

Unsecured claims held by insiders are subordinated to all other
classes and will be paid from the net proceeds of Messina Gardens
and Oak Knoll as the net proceeds become available, only after
other classes have been paid in full.

Prior to the confirmation of the Plan, the Debtor will seek Court
approval for debtor-in-possession financing to complete
development and construction of the holes at Oak Knoll and Messina
Gardens.  Sales of the finished homes at retail will result in
payment of a substantial portion of the loan owing to Bank of the
West on the Messina Gardens project, leaving a deficiency of $2
million, but much less than the deficiency would be in the event
of foreclosure or liquidation.  However, the Debtor estimates that
the building and sale of the Oak Knoll project will result in
proceeds in excess of $4 million after payment of ongoing project
costs, the U.S. Bank debt in full and liens against the Oak Knoll
project including liens for the DIP financing.  The net proceeds
from the build out of the Oak Knoll project will then be used to
satisfy unpaid administrative expenses and Class 5 and 6 claims.

The Debtor does not intend to complete the Grandview project and
has stipulated to relief from stay to allow U.S. Bank to foreclose
on its deeds of trust on the project.

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

A full-text copy of the Plan of Reorganization is available for
free at http://bankrupt.com/misc/BlossomValley_Plan.pdf

San Jose, California-based Blossom Valley Investors, Inc., and
Pear Avenue Investors LLC filed for Chapter 11 on Sept. 10, 2009
(Bankr. N.D. Calif. Case Nos. 09-57669 and 09-57670).  Joseph R.
Dunn, Esq., and Jeffry A. Davis, Esq., at Mintz Levin Cohn Ferris
Glovsky Popeo PC, represent the Debtors in their restructuring
efforts.  In its petition, Blossom Valley listed assets and debts
both ranging from $10,000,001 to $50,000,000.


BORDERS GROUP: Denies Delay of Payment to Publishers
----------------------------------------------------
Borders Group Inc. has issued a statement in response to an
article that originally appeared January 15 on debtwire.com.

Borders Group says the debtwire.com article includes inaccurate
information.  Specifically, debtwire.com claimed Borders has
extended the length of time it takes to pay its small publisher
vendors by 40%.

"This is inaccurate. In fact, Borders has continued to pay its
vendors in a timely manner, has not lengthened its days to pay,
and has not been contacted by a group of publishers as alleged.
Product is flowing to our stores for sale to customers. In fact,
we have significantly increased book inventory in the fourth
quarter compared to last year, a sign that we have continued to
receive support from the vendor community. It is also important to
note that we have not been contacted by any law firms allegedly
retained to represent a small group of publishers," Borders Group
says.

Borders Group also notes that it was reported that the law firm of
Lowenstein Sandler issued the following regarding the debtwire.com
article: 'The statement in the article that a group of smaller
publishers had hired the bankruptcy group of Lowenstein Sandler as
legal counsel is incorrect.'

"Overall, Borders Group continues to focus on running our
business, including recently announced digital book partnerships
with Kobo and Spring Design that position the company to be a high
quality content provider of eBooks.  We also continue to focus on
reducing expenses and improving working capital to drive improved
cash flow and debt reduction as we address the clear priority to
drive profitable sales."

On January 18, 2010, Borders Group reported results for the 11-
week holiday period ended January 16, 2010.  Total consolidated
sales were $846.8 million, a 13.7% decrease compared to the same
period last year.

"We are disappointed with holiday results and must intensify our
focus on creating and delivering a shopping experience that drives
profitable sales," said Borders Group Chief Executive Officer Ron
Marshall. "Given the sales challenge, we have continued to manage
cash flow and have taken several important steps in line with our
strategic priorities, including moving away from underperforming,
low margin categories such as music and video in favor of better
performing categories such as children's. The decision to exit
multimedia is right long-term, but impacted comp store sales by
3.7%. In addition, as previously announced, we are right-sizing
the mall business with the closure of 182 Waldenbooks Specialty
Retail stores. We have continued to expand our Borders Rewards
loyalty program and recently announced digital book partnerships
with Kobo and Spring Design that position Borders to be a high
quality content provider of eBooks. We will continue to focus on
reducing expenses and improving working capital to drive improved
cash flow and debt reduction as we address the clear priority to
drive profitable sales."

The Troubled Company Reporter on November 6, 2009, said as part of
Borders Group's ongoing strategy to right-size its Waldenbooks
Specialty Retail segment and emerge with a smaller, more
profitable mall chain in fiscal 2010, Borders Group will close
roughly 200 or two thirds of its mall stores in January, leaving
roughly 130 mall-based locations open.

According to the TCR, roughly 1,500 positions -- the majority of
which are part-time jobs -- will be eliminated.  Borders has
25,000 employees, including part-timers.  Employees have been
informed of the right-sizing plan and efforts will be made to
place qualified individuals in other positions within Borders
Group.  Displaced employees will receive severance.

                        About Borders Group

Headquartered in Ann Arbor, Mich., Borders Group, Inc. (NYSE: BGP)
is a leading specialty retailer of books as well as other
educational and entertainment items. The company employs
approximately 25,000 throughout the U.S., primarily in its
Borders(R) and Waldenbooks(R) stores. Online shopping is offered
through borders.com.


BROADLANE INC: Moody's Affirms Corporate Family Rating at 'B2'
--------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
of Broadlane, Inc., in conjunction with the company's proposed
refinancing transaction.  Moody's also assigned a B2 rating to
Broadlane's proposed senior secured credit facility, consisting of
a $15 million revolver and a $180 million term loan.  The proceeds
from the proposed facility are expected to be used to repay all
existing indebtedness including the existing credit facility and
the senior subordinated notes (not rated by Moody's).
Concurrently, Moody's changed to the outlook to positive from
stable.

The B2 Corporate Family Rating is constrained by the small revenue
base and meaningful customer concentration risk, as two customers
constitute nearly 30% of revenue, as well as the highly
competitive nature of the group purchasing organization (GPO)
industry.  The rating is supported by the company's strong
profitability margins, the high customer retention rate, which
somewhat mitigates contract cancellation risk, and the company's
stable operating performance despite the difficult economy over
the last 12-18 months.

The positive rating outlook reflects Moody's expectation that
Broadlane's credit metrics could improve appreciably over the next
12 months given the potential for further debt repayments, reduced
interest expense and improved free cash flow.  Further, the
positive outlook reflects the assumption that Broadlane will be
able to successfully renew all material customer contracts coming
up for renewal over the next 12-18 months.

The Probability of Default Rating was revised to B3 from B2 due to
the proposed changes in the capital structure, in accordance with
Moody's Loss Given Default Methodology.

Upon the close of the transaction Moody's expect to withdraw the
ratings on the existing credit facility.  Ratings are subject to
review of final documentation.

Ratings Assigned:

* $15 million senior secured revolving credit facility due 2015,
  B2 (LGD3, 32%)

* $180 million senior secured term loan due 2015, B2 (LGD3, 32%)

Ratings Affirmed:

* Corporate Family Rating, B2

Ratings Revised:

* Probability of Default Rating, to B3 from B2

Ratings to be withdrawn upon closing:

* $13 million senior secured revolving credit facility due 2013,
  Ba3 (LGD3, 32%)

* $140 million senior secured term loan due 2013, Ba3 (LGD3, 32%)

The outlook was changed to positive from stable.

The last rating action was July 21, 2008 when Moody's assigned
first time ratings to Broadlane in connection with its leveraged
buyout transaction.

Broadlane is headquartered in Dallas, Texas, and delivers supply
chain management and procurement services to thousands of acute
care hospitals, ambulatory care facilities, physician practices
and other healthcare providers in the United States.  The company
was initially founded as the in-house supply chain group of Tenet
Healthcare, which spun out the division to form Broadlane in 1999.


BROCADE COMMUNICATIONS: S&P Raises Corporate Credit Rating to 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its 'BB-'
corporate credit rating on San Jose, California-based Brocade
Communications Systems Inc. to 'BB'.  In addition, S&P raised its
senior secured rating on the company's bank facilities to 'BBB-'
from 'BB+'.  The recovery rating on the facilities remains '1'.
With this rating action, all senior secured ratings are equalized
at 'BBB-'.

S&P also removed the corporate credit rating and issue-level
rating on the bank loans from CreditWatch, where they were placed
on Jan. 11, 2010.

"As S&P indicated in S&P's CreditWatch listing," said Standard &
Poor's credit analyst Richard Siderman, "once the amendment to the
credit facility became effective, S&P would raise the corporate
credit and other ratings, reflecting ample headroom under
covenants, extended maturities, and moderate leverage for the
rating."


BUILDERS FIRSTSOURCE: Delays Registration Statement Effective Date
------------------------------------------------------------------
Builders FirstSource, Inc., on January 21, 2010, filed with the
Securities and Exchange Commission Amendment No. 2 to Form S-3
Registration Statement under the Securities Act of 1933 to delay
indefinitely the effective date of the Registration Statement.

The accompanying prospectus relates to the resale from time to
time by selling securityholders identified in the prospectus of
(i) up to 2,042,465 shares of the Company's common stock and (ii)
up to $139,718,000 aggregate principal amount of the Company's
Second Priority Senior Secured Floating Rate Notes due 2016.

The 2016 notes bear interest at the rate of 3-month LIBOR (subject
to a 3.00% floor) plus 10.0% per year, accruing from the date of
original issuance and payable quarterly in arrears on each
February 15, May 15, August 15 and November 15, beginning
February 15, 2010.  The 2016 notes will mature on February 15,
2016.

The 2016 notes are the Company's senior secured obligations and
will rank equally in right of payment with all of the Company's
existing and future senior debt.  The 2016 notes will be
effectively junior in right of payment to any of the Company's
indebtedness that is secured by first priority liens on the assets
securing the 2016 notes, including the Company's senior secured
revolving credit facility, or secured by assets not securing the
2016 notes, and will be junior in right of payment to all
indebtedness of any future non-guarantor subsidiaries of the
Company.  The 2016 notes are jointly and severally guaranteed by
all of the Company's subsidiaries.  The subsidiary guarantees are
the senior secured obligations of the Company's subsidiary
guarantors and will rank equal in right of payment with all of the
Company's subsidiary guarantors' existing and future senior debt,
but they will rank effectively junior in right of payment to the
subsidiary guarantees of the Company's senior secured revolving
credit facility.  The subsidiary guarantees are full and
unconditional.

Each of Builders FirstSource Holdings, Inc., Builders FirstSource
Northeast Group, LLC, Builders FirstSource Texas GenPar, LLC,
Builders FirstSource MBS, LLC, their subsidiaries and the
Company's future significant restricted subsidiaries will jointly
and severally guarantee the 2016 notes.  Under certain
circumstances, the guarantees may be released.

The Company has the right at any time to redeem some or all of the
2016 notes.  If the Company experiences a change of control, the
Company may be required to offer to repurchase the 2016 notes at a
purchase price equal to 101% of the principal amount, plus accrued
and unpaid interest, if any, to the repurchase date.

The common stock of Builders FirstSource is traded on the Nasdaq
Global Select Market under the symbol "BLDR."  The last reported
sales price of the Company's common stock on the Nasdaq Global
Select Market on January 20, 2010 was $3.64 per share.

The Selling Securityholders include:

   * Caterpillar Inc. Master Retirement Trust;
   * DDJ High Yield Fund;
   * GMAM Group Pension Trust III;
   * GMAM Investment Funds Trust;
   * UAW Retiree Medical Benefits Trust (VEBA);
   * GMAM Group Pension Trust III;
   * Multi-Style, Multi-Manager Funds PLC The Global Strategic
     Yield Fund;
   * Stichting Pensioenfonds Hoogovens;
   * Houston Municipal Employees Pension System;
   * Stichting Bewaarder Interpolis;
   * Pensioenen Global High Yield Pool;
   * Stichting Pensioenfonds voor Fysiotherapeuten;
   * Stichting Pensioenfonds Metaal en Techniek;
   * Stichting Pensioenfonds van de Metalektro (PME);
   * Fernwood Associates LLC;
   * Fernwood Restructurings, Ltd.;
   * Fernwood Foundation Fund LLC;
   * Fraser Sullivan CLO I Ltd.;
   * Fraser Sullivan CLO II Ltd.;
   * Fraser Sullivan Credit Strategies Funding Ltd.;
   * Credit Opportunity Associates II LP;
   * Hayman Capital Master Fund, LP;
   * MFP Partners, L.P.;
   * Northeast Investors Trust;
   * ORIX Finance Corp.;
   * Putnam Income Strategies Fund;
   * Ohio Tuition Trust Authority - Ohio Variable College Savings
     Trust Fund -Putnam CollegeAdvantage GAA Conservative
     Portfolio;
   * Ohio Tuition Trust Authority - Ohio Variable College Savings
     Trust Fund -Putnam CollegeAdvantage GAA Growth Portfolio;
   * Ohio Tuition Trust Authority - Ohio Variable College Savings
     Trust Fund -Putnam CollegeAdvantage GAA Balanced Portfolio;
   * Putnam High Yield Fixed Income Fund, LLC;
   * Putnam High Yield Trust;
   * Putnam High Income Securities Fund;
   * Putnam Variable Trust - Putnam VT High Yield Fund;
   * Putnam Variable Trust - Putnam VT Global Asset Allocation
     Fund;
   * Putnam Premier Income Trust;
   * Putnam Master Intermediate Income Trust;
   * Putnam Asset Allocation Funds - Growth Portfolio;
   * Putnam Asset Allocation Funds - Balance Portfolio;
   * Putnam Asset Allocation Funds - Conservative Portfolio;
   * Putnam Variable Trust - Putnam VT Diversified Income Fund;
   * Seasons Series Trust (Sun America) - Asset Allocation:
     Diversified Growth Portfolio;
   * Putnam Floating Rate Income Fund;
   * Putnam World Trust - Putnam Global High Yield Bond Fund;
   * IG Putnam U.S. High Yield Income Fund;
   * LGT Multi Manager Bond High Yield (USD);
   * Interpolis Pensioenen Global High Yield Pool;
   * Marsh & McLennan Companies, Inc. U.S. Retirement Plan - High
     Yield;
   * Regiment Capital, Ltd.;
   * President & Fellows of Harvard College;
   * XL RE LTD;
   * Seven Locks Master Fund L.P.;
   * Van Kampen Senior Income Trust;
   * Van Kampen Senior Loan Fund;
   * Wells Fargo Bank, N.A.;
   * Whitebox Combined Partners, LP;
   * Whitebox Hedged High Yield Partners, LP;
   * HFR RVA Combined Master Trust;
   * Pandora Select Partners, LP; and
   * Whitebox Special Opportunities Fund Series A Partners, LP

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

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

On January 8, 2010, Builders FirstSource entered into a
Supplemental Indenture to the Indenture dated as of February 11,
2005, with Wilmington Trust Company, as Trustee, governing the
Company's Second Priority Senior Secured Floating Rate Notes due
2012.  The Company solicited consents to amend the Indenture and,
as of December 31, 2009, the Company had received consents from
holders of $171,933,000 in aggregate principal amount of 2012
Notes, which represents 97% of the aggregate principal amount of
the outstanding 2012 Notes held by holders not affiliated with the
Company.

The Supplemental Indenture eliminates substantially all the
restrictive covenants contained in the Indenture, including those
that obligate the Company to make an offer to repurchase the 2012
Notes upon a change of control and certain sales of assets and
those that restrict the Company's ability to consolidate or merge,
incur debt, make restricted payments (including payments of
dividends), issue equity securities, incur liens, allow
subsidiaries to make guarantees, and use proceeds from asset
sales.  The Supplemental Indenture also releases all of the liens
on the collateral securing the 2012 Notes and eliminates certain
conditions to defeasance and certain events of default.  In
addition, the Supplemental Indenture permits notice of redemption
of the 2012 Notes to occur on the same day as such redemption.
The amendments contained in the Supplemental Indenture become
operative upon completion of the Company's debt exchange.

On January 12, NASDAQ Stock Market LLC filed a Form 25 with the
SEC to cancel the registration of Builders FirstSource's
transferable subscription rights.

                   About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- is a supplier and manufacturer of
structural and related building products for residential new
construction.  The company operates in 9 states, principally in
the southern and eastern United States, and has 55 distribution
centers and 51 manufacturing facilities, many of which are located
on the same premises as its distribution facilities.

The Company has total assets of $457,192,000 against total
liabilities of $405,038,000 as of June 30, 2009.

Builders FirstSource has corporate credit ratings of 'Caa1'
from Moody's Investors Service and 'CCC+' from Standard & Poor's.


BUILDERS FIRSTSOURCE: Stadium Capital Reports 14.8% Stake
---------------------------------------------------------
Stadium Capital Management, LLC; Alexander M. Seaver; Bradley R.
Kent; and Stadium Relative Value Partners, L.P., disclosed holding
in the aggregate 13,971,668 shares or roughly 14.8% of the common
stock of Builders FirstSource, Inc., as of January 14, 2010.

SCM is an investment adviser whose clients, including SRV, have
the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Stock.
Seaver and Kent are the Managing Members of SCM, which is the
general partner of SRV.

                   About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- is a supplier and manufacturer of
structural and related building products for residential new
construction.  The company operates in 9 states, principally in
the southern and eastern United States, and has 55 distribution
centers and 51 manufacturing facilities, many of which are located
on the same premises as its distribution facilities.

The Company has total assets of $457,192,000 against total
liabilities of $405,038,000 as of June 30, 2009.

Builders FirstSource has corporate credit ratings of 'Caa1'
from Moody's Investors Service and 'CCC+' from Standard & Poor's.


CALIFORNIA HOUSING: S&P Junks Counterparty Credit Ratings
---------------------------------------------------------
Standard & Poor's Ratings Services said lowered its counterparty
credit and financial strength ratings on California Housing Loan
Insurance Fund to 'CCC-' from 'BBB'.  These ratings remain on
CreditWatch, where they had been placed on Oct. 27, 2009, with
negative implications.

"We believe that CaHLIF is likely facing negative net worth and
ultimately might not have the resources necessary to pay mortgage
insurance claims without additional cash infusions," said Standard
& Poor's credit analyst Ron Joas.  Given the state-sponsored
nature of the entity, any such cash infusions beyond the $10
million line of credit from the California Housing Finance Agency
would likely require action by the California state legislature
and, as such, are unlikely to occur in the near term.

The three-category downgrade of CaHLIF primarily reflects the
rapid erosion of the organization's capital, which stemmed from
the substantial rise in mortgage delinquencies and the expectation
of further losses.  CaHLIF's delinquencies rose to 18.5% at the
end of the third quarter of 2009 from 8.6% as of Dec. 31, 2008.
At the same time, operating losses rose to $42.5 million as of
Sept. 30, 2009, from approximately $16.9 million as of Dec. 31,
2008, and surplus declined to $11.9 million from $53.6 million
(including $25.9 million in contingency reserves) over this same
period.  No contingency reserves remained as of the end of the
third quarter.  The nature of CaHLIF's portfolio -- which is
overly weighted in ultra-high loan-to-value, interest-only,
condominium, and geographically concentrated loans -- resulted in
high delinquency rates that have not moderated as S&P had
expected.

The magnitude and trend of operating losses is such that S&P
believes CaHLIF's surplus for year-end 2009 could be $0 or
somewhat negative, which calls into question whether CaHLIF will
be able to pay all mortgage insurance claims that develop from its
current book of business.  CaHLIF effectively ceased writing new
business in early 2009.  Therefore, it is unable to benefit from
the tighter underwriting conditions and higher pricing in the
mortgage insurance sector since the second half of 2008.

Standard & Poor's believes CaHLIF has limited sources of
additional capital, particularly because it would have to obtain
legislative approval to receive new capital or redirect capital
from other funds.  In addition, the State of California's current
budgetary restrictions appear to make it unlikely that the state
could use other sources of funding in the near term to
recapitalize CaHLIF.  As a result, S&P has not ascribed any
support to CaHLIF from its relationship with the California
Housing Finance Agency (CalHFA).

S&P has kept the ratings on CreditWatch negative.  "We will likely
lower the ratings again if S&P believes that CaHLIF's claim-paying
resources will be exhausted by the end of 2010," Mr. Joas added.
"We will likely affirm the ratings if claim payments moderate or
if CaHLIF receives further funding through legislation or other
sources."


CAMBIUM LEARNING: S&P Raises Rating on Senior Facility to 'B+'
--------------------------------------------------------------
Standard & Poor's Rating Services said it raised its ratings on
Cambium Learning Inc. to 'B' from 'CCC' and removed them from
CreditWatch with developing implications, where they were placed
on July 14, 2009.  The outlook is stable.

At the same time, S&P raised the rating on the company's senior
secured bank facility to 'B+' from 'CCC'.  S&P revised the
recovery rating on this debt to '2' from '3'.  The '2' recovery
rating indicates S&P's expectation for substantial (70%-90%)
recovery for lenders in the event of a payment default.  The
revised recovery rating reflects a higher enterprise value under
S&P's simulated default analysis as a result of the recent merger
with Voyager Learning Co.

S&P analyzes the company on a consolidated basis with unrated
Cambium Learning Group Inc., a holding company established to
effect the business combination of Cambium Learning Inc. and
Voyager Learning Co.

Cambium had total debt of $172 million at Sept. 30, 2009.

"The upgrade reflects improving operating performance, lower debt
leverage, and improved liquidity following Cambium's recent merger
with Voyager," said Standard & Poor's credit analyst Hal F.
Diamond.  The purchase doubles the size of Cambium and provides
potential cost-saving opportunities.  "The combination appears to
be a good strategic fit," said Mr. Diamond, "as both companies are
of similar revenue size and serve adjacent sectors of the
education intervention services market."  The combination improved
debt leverage and covenant compliance, as Voyager had virtually no
debt.


CAPMARK FINANCIAL: CLIP in Chapter 11 to Sell Assets
----------------------------------------------------
Capmark Financial Group Inc. said December 15 that Capmark
Investments LP, a subsidiary guarantor of Capmark's corporate
debt obligation, is joining Capmark and its other subsidiary
guarantors in its Chapter 11 proceedings.  Capmark and certain of
its subsidiaries filed voluntary petitions for relief under
Capmark 11 of the U.S. Bankruptcy Code on October 25, 2009.
Capmark Investments' filing does not include any of the funds
managed by Capmark Investments nor its general partnerships in
the funds.

On January 14, 2010, Capmark Investments entered into an asset
purchase agreement with a third party pursuant to which Capmark
Investments agreed to sell its management contracts and general
partnership interest in its real estate equity funds.
Capmark Investments will be pursuing bankruptcy court approval to
complete this sale.

                     About Capmark Investments

CILP is an investment advisory firm registered with the
Securities and Exchange Commission since 2000 that provides
institutional investment management services with respect to real
estate equity investments and real estate-related investments in
both the public and private markets.

CILP declared more than $1 billion of assets and liabilities in
its Petition filed in Court.

The Debtor has used these names during the previous eight years:

  1. GMAC Institutional Advisors LP
  2. GMAC Institutional Advisors LLC

Keith Kooper, president of Capmark Investment LP, certifies to
the Court that these resolutions were duly adopted by the vote
and consent of the directors of the Partnership at a special
meeting of the Board of Directors held on January 14, 2010:

   (a) the firm of Dewey & LeBoeuf LLP be engaged as attorneys
       for the Partnership under a general retainer;

   (b) the law firm of Richards, Layton & Finger, P.A., be
       engaged as local counsel for the Partnership under a
       general retainer;

   (c) Lazard Freres & Co. LLC be engaged as investment banker
       and financial advisor to the Partnership;

   (d) Loughlin Meghji + Company be engaged as crisis managers;

   (e) KPMG LLP be engaged as tax and accounting advisors to the
       Partnership under a general retainer;

   (f) Epiq Bankruptcy Solutios, LLC be engaged as claims and
       noticing agent for the Partnership under a general
       retainer; and

   (g) Deloitte & Touche LLP be engaged as audit and accounting
       services provider to the Partnership under a general
       retainer.

Mr. Kooper further discloses that Capmark Finance Inc. and
Capmark Financial Group Inc. directly or indirectly own 10% or
more of any class of Capmark Investments' equity interests.

The equity security holders of Capmark Financial Group Inc.
include GMACCH Investor LLC, which holds approximately 75.4% of
the common stock of CFGI, GMAC Mortgage Group LLC, which holds
approximately 21.3% of the common stock of CFGI, and certain
employees and directors of CFGI, which collectively hold
approximately 3.3% of the common stock of CFGI.  GMACCH Investor
LLC is owned by certain affiliates of Kohlberg Kravis Roberts &
Co. L.P., Five Mile Capital Partners LLC, Goldman Sachs Capital
Partners and Dune Capital Management LP.  GMAC Mortgage Group LLC
is wholly owned by GMAC LLC.

The partnership interest holders of Capmark Investments LP as of
January 15, 2010, are:

   Partnership Interest                Percentage of
   Holder                              Partnership
   --------------------                -------------
   Capmark Finance Inc.                    99.0%
   Capmark Investment Holding LLC           1.0%

Capmark Investments LP is a respected leader in managing equity
real estate and mortgage-related investments in the public
and private markets with approximately $1.7 billion in investments
under management (as of Dec. 31, 2009).  As a registered
investment advise, Capmark Investments provides real estate
investment strategies including income-growth, and opportunistic
return/risk objectives.

                     About Capmark Financial

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

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

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

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

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


CAPMARK FINANCIAL: Obtains Approval for Employees' Severance Plan
-----------------------------------------------------------------
Capmark Financial Group Inc. and its debtor affiliates sought and
obtained the approval of Judge Christopher S. Sontchi of the U.S.
Bankruptcy Court for the District of Delaware to implement a
Severance Plan and make payments to employees who are insiders.

As previously reported, the Debtors, among other things, reserved
the right to file a separate motion to seek approval of a
Severance Plan for insiders.

Based on the Court's order identifying which employees are
insiders for the purposes of Section 503(c) of the Bankruptcy
Code, and after carefully reviewing the Severance Plan, the
Debtors believe that the plan, as applied to all employees,
including insiders, fully complies with Section 503)(c).

The Severance Plan provides for certain minimum amounts payable
as severance benefits:

  Employee Level                    Minimum Severance Benefit
  --------------                    -------------------------
  Staff                             6 times weekly pay rate
  Supervisor                        10 times weekly pay rate
  Assistant Vice President          10 times weekly pay rate
  Vice President                    16 times weekly pay rate
  Senior Vice President             20 times weekly pay rate
  Executive Vice President          26 times weekly pay rate

The Debtors have determined that the mean severance pay to non-
management employees during 2010 will equal approximately
$25,500.  After arriving at the mean severance calculation for
non-management employees, the Debtors determined the payment
limitation to insiders under Section 503(c)(2)(B) would be
approximately $255,000, or ten times the mean severance of
$25,500 payable to non-management employees.

Thomas L. Fairfield, executive vice president, general counsel
and secretary of Capmark Financial Group, tells the Court that
he supports the Debtors' request to implement and make payments
pursuant to the Severance Plan to insider employees.  Mr.
Fairfield asserts that the Severance Plan fully complies with
Section 503(c)(2)(B).

In a separate declaration, Mr. Fairfield informs the Court that
the Debtors have slightly revised the expense reduction plan upon
which the mean severance payable to non-management employees was
calculated.  Mr. Fairfield notes that as a result of these
revisions, the Debtors have recalculated the mean severance
payments they plan to make to non-management employees during the
2010 calendar using the same methodology they previously
utilized.  After recalculating the mean severance payments, the
Debtors determined the mean severance payable to non-management
employees during 2010 will equal approximately $24,350.

At the U.S. Trustee's behest, the Debtors calculated the mean
severance that will be paid to those employees the Debtors plan
to sever during the 2010 calendar year that are designated as
"Staff" and "Supervisors" under the Debtors' Severance Plan.  The
Debtors have determined that the mean severance payable to this
subset of non-management employees during the 2010 calendar year
will equal approximately $15,400.  Moreover, the Debtors
calculated that the mean severance that will be paid to those
employees the Debtors plan to sever during 2010 calendar year
that are designated as "Staff," "Supervisors" and "Assistance
Vice Presidents" under the Debtors' Severance Plan.  Applying
these limitations, the Debtors determined the mean severance
payable to this subset of non-management employees during the
2010 calendar year equal approximately $17,300.

                     About Capmark Financial

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

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

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

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

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


CAPMARK FINANCIAL: REEG Business to Be Sold to TRECAP for $19.2MM
-----------------------------------------------------------------
Capmark Investments LP and Capmark Carried Interest LLC, a non-
debtor affiliate, have entered into a Purchase Agreement dated as
of January 14, 2010, with TRECAP Partners LLC.  Under the
Agreement, TRECAP agreed to purchase the real estate equity
investment advisory group business from Capmark Investments and
Capmark Carried.

The salient terms of the Purchase Agreement are:

(A) Assets to be sold.  These assets of the REEG Business will
     be sold pursuant to the Purchase Agreement:

    (1) investment management contracts associated with four
        commingled real estate equity funds and certain real
        estate equity joint venture separate accounts;

    (2) the general partner interests and limited liability
        company interests associated with the four commingled
        real estate equity funds;

    (3) the non-debtor limited liability company interests,
        general partner interests and limited partner interests
        associated with the fund incentive vehicles;

    (4) the entire issued share of non-debtor Capmark
        Investments Europe Limited, a private company limited by
        shares incorporated and registered in England and Wales;

    (5) the physical assets described in Schedule 2.1(e) to the
        Purchase Agreement;

(b) Purchase Price.  At the closing, the Purchaser will pay to
     Sellers the purchase price equal to $19,222,801, less the
     deposit of $500,000.

     In the event that prior to the closing, the parties have
     not entered into an asset management agreement, the purchase
     price will be reduced by $547,355.

(c) Break-Up and Expense Reimbursement.  In the event each of
     these occurs:

      * the Purchase Agreement is terminated by Purchaser
        pursuant to Section 8.1(d) of the Purchase Agreement,
        which provides for termination in the event the
        Bankruptcy Court enters  an order authorizing the sale
        or transfer of all or some of the REEG Business to a
        third-party buyer;

      * Purchaser is not in material default under the Purchase
        Agreement; and

      * Purchaser does not purchase the REEG Business,

        Purchaser will be entitled to a break-up fee amounting
        to 2.75% of the Purchase Price and an expense
        reimbursement for reasonable out-of-pocket costs and
        expenses incurred by Purchaser or its Affiliates in
        connection with negotiation, documentation and
        implementation of the Agreement, up to a maximum amount
        of $240,000.  The Termination Fee and Expense
        Reimbursement will be payable to Purchaser from the
        proceeds of sale to a Third Party Buyer, notwithstanding
        any Encumbrance on the proceeds, within three Business
        Days of the closing of the sale.

(d) Termination of the Purchase Agreement.  The Purchase
     Agreement may be terminated at any time before the closing:

     -- by mutual written consent of Sellers and Purchaser;

     -- by Sellers, by notice to Purchaser, if the Closing will
        not have occurred on or before the date that is 15 days
        after the date upon which the Sale Order becomes final
        and not appealable,  and the conditions in the Purchase
        Agreement has been satisfied;

     -- by Purchaser, by notice to Sellers, if the Closing will
        not have occurred on or before the Date that is 15 days
        after the date upon which the Sale Order becomes final
        and not appealable -- the Drop Dead Date -- and the
        conditions in the Purchase Agreement have been satisfied;

     -- by Purchaser, by notice to Sellers, if the Bankruptcy
        Court enters an order authorizing the sale or transfer of
        some or all of the REEG Business to a party other than
        Purchaser; or

     -- by Purchaser to Sellers, by notice to the other party if
        the Drop Dead Date has not occurred on or prior to
        June 30, 2010.

The Sellers intend to conduct an open bidding process for the
sale of the REEG Business.  Neither the Purchase Agreement nor
any other agreement prohibits the Sellers from soliciting
competing offers for the REEG Business and the Sellers are not
otherwise limited in marketing the REEG Business.

The Debtors relate that the assets comprising the REEG Business
are unencumbered by any lien, mortgage, or any other security
interest.  Accordingly, there will be no credit bidding under
Section 363(k) of the Bankruptcy Code.

                Bidding Procedures and the Auction

To maximize the value of the REEG Business, the Debtors seek to
implement a competitive bidding process for the sale of the REEG
Business pursuant to the Purchase Agreement, to solicit higher or
better offers through Bidding Procedures.  The proposed Auction
and Bidding Procedures include:

  (a) Any person or entity interested in participating in the
      Auction must submit a Qualifying Bid on or before
      February 18, 2010, at 12:00 p.m., in writing to:

         (i) counsel to the Debtors
             Dewey & LeBoeuf LLP
             1301 Avenue of the Americas
             New York, 10019
             Attn: Michael P. Kessler, Esq. and
                   Judy G.Z. Liu, Esq.

        (ii) Corporate counsel to the Sellers
             Goodwin Procter LLP
             The New York Times Building
             620 8th Avenue
             New York, 10018
             Attn: Edward Braum, Esq.

       (iii) Capmark Investments LP
             116 Welsh Road, Horsham, Pennsylvania, 19044
             Attn: Keith Kooper, president; and

        (iv) counsel to the Official Committee of Unsecured
             Creditors
             Kramer Levin Naftalis & Frankel LLP
             1177 Avenue of Americas, New York, 10036
             Attn: Thomas Moers Mayer, Esq., and
                   Amy Caton, Esq.

(b) To participate in the bidding process and be deemed a
     "Qualifying Bidder," each potential bidder must submit a
     "Qualifying Bid" by the Bid Deadline.  The bidder must
     prepared to enter into a legally binding purchase and sale
     agreement or similar agreement for the acquisition of the
     REEG Business on terms and conditions no less favorable to
     the Sellers than the terms and conditions contained in the
     Purchase Agreement, and with a purchase price of no less
     than the Purchaser's purchase price plus the Termination
     Fee, the Expense Reimbursement, and $500,000.  The bid must
     include a cash deposit by wire transfer equal to 10%
     of the amount offered to purchase the REEG Business.

(c) If no timely, conforming Qualifying Bids, other than the
     Purchase Agreement, are submitted by the Bid Deadline, the
     Sellers will not hold an Auction and instead, will request
     at the Sale Hearing that the Court approve the Purchase
     Agreement with Purchaser.

(d) In the event the Sellers timely receive one or more
     Qualifying Bids other than the Purchase Agreement, the
     Sellers will conduct the Auction with respect to the REEG
     Business.  The Auction will be held at the offices of
     Dewey & LeBoeuf LL, 1301 Avenue of the Americas, in New
     York, on February 23, 2010, at 12:00 p.m.

The Debtors request that the Court schedule a Sale Hearing on or
before March 4, 2010, at 10:00 a.m., to consider approval of the
Purchase Agreement and the Sale, of the approval of any higher or
better offer, if any, resulting from an Auction.

             Assumption and Assignment of Contracts

To facilitate the sale and the assumption and assignment of
certain assigned contracts, the Debtors will serve a notice of
assumption and assignment on all nondebtor parties to the
Assigned Contracts in accordance with proposed procedures.

If an Assumption or Cure Objection is timely filed, the
Debtors request that a hearing with respect to that objection
will be held before the Court at the Sale Hearing.  If, however,
an Assumption or Cure Objection is not timely filed and served,
the assumption and assignment of the applicable Assigned Contract
will proceed without further notice at the Sale Hearing to
approve the Sale of the REEG Business.

If no Cure Amounts are due under the Assigned Contracts, and the
nondebtor party to the Assigned Contract does not otherwise
object to the Seller's assumption and assignment of the Assigned
Contract, no further action need be taken on the part of that
nondebtor party.

The Debtors request that objections, if any, to the Sale or an
Assumption or Cure Objection:

  (a) be in writing;

  (b) comply with the Bankruptcy Rules and Local Rules;

  (c) be filed with the clerk of the Bankruptcy Court for the
      District of Delaware on February 25, 2010.

Accordingly, the Debtors seek entry of two orders:

  (i) a bidding procedures order, (a) scheduling an auction, (b)
      approving bidding procedures, (c) approving a break-up fee
      and expense reimbursement, (d) scheduling a sale hearing,
     (e) establishing an objection deadline, and (f) approving
      the proposed form and manner of sale notice and notice of
      assumption and assignment; and

(ii) a sale order, approving the sale of substantially all the
      assets of Capmark Investments' REEG Business.

                     About Capmark Financial

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

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

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

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

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


CAPMARK FINANCIAL: To Assign Additional Contracts to Berkshire
--------------------------------------------------------------
To recall, the Court entered a sale order on November 24, 2009,
authorizing the sale of debtor Capmark Financial's mortgage
servicing business to Berkshire Hathaway Inc.'s Berkadia
Commercial Mortgage LLC.

The Debtors consummated the sale on December 11, 2009.  In
connection with the closing of the sale, however, the Debtors
discovered that counterparties to certain executory contracts to
be assumed and assigned as part of the sale to Berkadia, and
certain counterparties to executory contracts entered into
between the Court's entry of the Sale Order but prior to the
consummation of the sale in accordance with effectuating the sale
pursuant to the Sale Order, did not receive notice in accordance
with the procedures set forth in the Bidding Procedures Order.

In connection with the notice provisions approved in the Bidding
Procedures Order, each counterparty to the approximately 2,000
executory contracts, leases, and agreements assumed and assigned
to Berkadia received notice of the Debtors' intention to transfer
the Assumed Contracts to Berkadia, the proposed cure amount
relating to the counterparty's Assumed Contracts, and the
deadline by which that counterparty could object.  While the
Debtors undertook reasonable best efforts to identify all
executory contracts that would be Assumed Contracts,
approximately 85 executory contracts and agreements were included
on the cure schedule that set forth the counterparties and cure
amounts relating to the Assumed Contracts.  As a result,
counterparties to the Additional Contracts did not receive notice
of the Debtors' intention to assume and assign the Additional
Contracts, nor any proposed cure amounts.  A list of the
Additional Contracts and Additional Counterparties with their
cure amounts is available for free at:

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

The Additional Contracts not included on the cure schedule
include:

  (i) 12 pipeline transactions of the Debtors that were entered
      into after the Court's entry of the Sale Order but prior
      to the consummation of the Sale;

(ii) 47 information technology related contracts and three
      servicing agreements that the Debtors originally intended
      to retain following consummation of the Sale, but
      subsequently decided to transfer to Berkadia under the
      terms of the APA;

(iii) 19 ancillary agreements to certain servicing agreements or
      agreements with government sponsored entities that formed
      part of the Assumed Contracts; and

(iv) certain other servicing contracts and contracts with
      government sponsored entities that were omitted
      inadvertently from the schedule of acquired assets under
      the APA, but subsequently added.

To provide the Additional Counterparties with proper notice and
an opportunity to object, the Debtors sent to all nondebtor
parties to the Additional Contracts a notice of intent to assume
and assign the Additional Contracts.  The Notice of Assumption
and Assignment reflects that the closing has occurred, but makes
clear that the assumption and assignment of the Additional
Contracts is subject to the approval of the Court, and that the
Additional Counterparties have an opportunity to object.

By this motion, the Debtors ask the Court to:

  (a) approve the procedures for the assumption and assignment
      of certain executory contracts on the terms and conditions
      that already-transferred agreements were assumed and
      assigned pursuant to the order approving exercise Put
      Option and authorizing the sale of the MSB Business  to
      Berkadia Commercial Mortgage LLC, pursuant to that certain
      Asset Put Agreement, dated as of September 2, 2009, as
      amended;

  (b) approve the form and manner of notice of assumption and
      assignment of the Additional Executory Contracts.

                        *     *      *

Judge Sontchi authorized the Debtors to assume and assign to
Berkadia all of the Debtors' rights, title, and interests in the
Additional Contracts.

Prior to the Court's entry of its order, Qwest Corporation and
Qwest Communications Company, LLC, SunGard Availability Services
LLP, and Verizon Business Network Services Inc. and the Operating
Telephone Company Subsidiaries of Verizon Communications Inc.
objected to the cure amounts listed in the Debtors' notice to
assume additional executory contracts.

Judge Sontchi, however, overruled all objections filed.

                     About Capmark Financial

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

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

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

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

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


CARTER'S INC: S&P Affirms Corporate Credit Rating at 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Atlanta, Georgia-based Carter's Inc., including the 'BB+'
corporate credit rating.  At the same time, S&P removed the
corporate credit rating and issue-level ratings on the company's
debt from CreditWatch, where they were placed with negative
implications Nov. 11, 2009.  The CreditWatch placement followed
the company's announcement of the delayed filing of its 10-Q for
the third quarter of fiscal 2009 and the restating of its
previously issued financial statements for the fiscal years 2004
through 2008 and fiscal quarters from Sept. 29, 2007, through
July 4, 2009.  The rating outlook is stable.

The affirmation follows the evaluation of the impact resulting
from Carter's prior-period restatements, the filing of its 2009
third-quarter 10-Q and prior period financial restatements within
the waiver expiration, and its addressing of relevant internal
control weaknesses.  On Nov. 17, 2009, the company had obtained a
60-day waiver to its senior credit facility that waived defaults
resulting from the untimely filing of the company's third-quarter
10-Q of fiscal 2009.  On Jan. 15, 2010, the company filed the 10-Q
for the third quarter ended Oct. 3, 2009, along with the prior-
period restatements.  The reported cumulative after-tax
adjustments of $7.5 million from 2003 through July 4, 2009, was a
3% reduction in retained earnings and did not have a significant
impact on these prior-period restatements for the affected period.

Carter's is also taking action to remediate relevant internal
control weaknesses, which include restructuring the sales
organization, establishing comprehensive procedures for
authorizing accommodations, and implementing new procedures to
improve the capture, approval, and recording of all accommodation
arrangements in the appropriate accounting period.

"The 'BB+' rating reflects Carter's narrow product focus and the
intensely competitive operating environment in which it
participates," said Standard & Poor's credit analyst Jacqueline
Hui.  "The company benefits from its leading positions in the
infant and children's apparel industries, diverse distribution
channels, and favorable demographic trends."

Carter's is one of the largest manufacturers and marketers of
infant and young children's apparel in the U.S., selling products
under the well-recognized Carter's, OshKosh, Child of Mine, and
Just One Year brands.  The company has significant market
positions in the layette, baby, and young children's sleepwear
segments, and also competes in the young children's playwear
category.  Sales have increased at a 16% compounded annual growth
rate since 2004 because of the OshKosh acquisition and positive
demographic trends over the past few years leading to increased
spending on children's apparel.

Management has continued to focus on tighter working capital
management, expanded product offerings, a stronger value
proposition, and overall improved in-store presentation for both
the Carter's and OshKosh brands.  Credit measures for the 12
months ended Oct. 3, 2009 improved, in S&P's view, as the company
continued to deleverage.  S&P estimates that funds from operations
to total debt was about 35% for the 12 months ended Oct. 3, 2009,
as compared with about 27% for the prior-year period.  Total debt
to EBITDA was 2.0x, down from 2.7x in the prior year (these
figures are adjusted for operating leases and pension and
postretirement obligations).  S&P estimates that Carter's EBITDA
margins increased to about 15.8% for the 12 months ended Oct. 3,
2009, from 12.5% in 2008.  S&P expects the consolidated operating
margin will be 15.2% in 2009 and 16.1% in 2010.  While S&P
believes margins will continue to remain slightly weaker than
those before the OshKosh acquisition, S&P expects that the
company's overall solid credit protection measures will be
sustained as it continues to improve the OshKosh brand's
performance.


CHARTER BANK, SANTA FE: Closed; New Bank Assumes Assets
-------------------------------------------------------
Charter Bank, Santa Fe, New Mexico, was closed January 22 by the
Office of Thrift Supervision, which appointed the Federal Deposit
Insurance Corporation (FDIC) as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Charter Bank, Albuquerque, New Mexico, a newly-
chartered federal savings bank and a subsidiary of Beal Financial
Corporation, Plano, Texas, to assume all of the deposits of
Charter Bank.

The eight branches of Charter Bank will reopen on Monday as
branches of Charter Bank. Depositors of Charter Bank will
automatically become depositors of Charter Bank. Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage.

This evening and over the weekend, depositors of Charter Bank can
access their money by writing checks or using ATM or debit cards.
Checks drawn on the bank will continue to be processed. Loan
customers should continue to make their payments as usual.

As of September 30, 2009, Charter Bank had approximately $1.2
billion in total assets and $851.5 million in total deposits.
Charter Bank did not pay the FDIC a premium for the deposits of
Charter Bank. In addition to assuming all of the deposits of the
failed bank, Charter Bank agreed to purchase essentially all of
the assets.

The FDIC and Charter Bank entered into a loss-share transaction on
$805.5 million of Charter Bank's assets. Charter Bank will share
in the losses on the asset pools covered under the loss-share
agreement. The loss-share transaction is projected to maximize
returns on the assets covered by keeping them in the private
sector. The transaction also is expected to minimize disruptions
for loan customers. For more information on loss share, please
visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the 's transaction can call the
FDIC toll-free at 1-800-323-6111.  Interested parties also can
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/charter-nm.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $201.9 million. Charter Bank's acquisition of all
the deposits was the "least costly" resolution for the FDIC's DIF
compared to all alternatives. Charter Bank is the seventh FDIC-
insured institution to fail in the nation this year, and the first
in New Mexico. The last FDIC-insured institution closed in the
state was Zia New Mexico Bank, Tucumcari, on April 23, 1999.


CHRYSLER LLC: Disclosure Statement OK'd Despite Protests
--------------------------------------------------------
Old Carco LLC and its units received approval of the disclosure
statement explaining its proposed Chapter 11 plan of liquidation.

A hearing to consider confirmation of the Plan is scheduled for
March 16, 2009, at 10:00 a.m., Eastern Time.  Objections are
required to be submitted by March 2.

Ballots and the other documents in the solicitation packages are
to be sent to voting creditors starting January 30.  Voting
deadline is on March 2.

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 an Amended Joint Plan of
Liquidation and accompanying Disclosure Statement on January 19,
2010.

The Amended Plan and Disclosure Statement address the objections
filed by various parties with respect the adequacy of the
Disclosure Statement.  Updates concerning the latest activities in
the Debtors' bankruptcy cases, as well as those of their adversary
proceedings and the Official Committee of Unsecured Creditors'
complaint against Daimler Parties were among the new information
added.  The Amended Plan and Disclosure Statement also provide
details with respect to the solicitation procedures, the
Liquidation Trustee and Litigation Manager, and the termination
and cancellation of Bonds, among other things.

Judge Arthur J. Gonzalez will commence a hearing today, at 10:00
a.m., to consider the adequacy of the Disclosure Statement.
Objections to the approval of the Disclosure Statement were due
January 15.  However, by agreement of the parties, the deadline
for Daimler AG has been extended to January 18.  Several parties
and creditors filed objections to the Disclosure Statement,
including the United States Trustee, the state of Michigan,
Department of Environmental Quality, and U.S. Bank National
Association.

Clean and blacklined copies of the Amended Plan and Disclosure
Statement are available for free at:

  http://bankrupt.com/misc/Chrysler_AmendedPlan_01192010.pdf
  http://bankrupt.com/misc/Chrysler_AmendedDS_01192010.pdf
  http://bankrupt.com/misc/Chrysler_Blacklined_Plan_01192010.pdf
  http://bankrupt.com/misc/Chrysler_Blacklined_DS_01192010.pdf

The Amended Plan and Disclosure Statement provide that the initial
Litigation Manager will be Alan R. Brayton, Esq., the founding and
senior partner at Brayton Purcell LLP.  Since the appointment of
the Creditors Committee, he has served as the lead counsel to one
of the Committee members, Patricia Pascale, whom he represents in
litigation against the Debtors on a contingency fee basis.

                        Equity Interest

The Amended Plan reveals that as of the Petition Date, 80.1% of
the membership interests in Chrysler Holding LLC, Old Carco's
ultimate parent, were held by Cerberus Capital Management, L.P.,
or its affiliates, and 19.9% of the membership interests were held
by certain affiliates of Daimler AG.  Pursuant to a June 2009
agreement among Chrysler Parent, Cerberus and Daimler AG, Chrysler
Parent redeemed the Daimler Owners' 19.9% membership interest.
Hence, Cerberus or its affiliates hold 100% of the outstanding
membership interests in Chrysler Parent as of January 19, 2010.

                     New Chrysler and UAW

To provide for its continued operations, the Amended Plan provides
that New Chrysler assumed the Debtors' employee tax-qualified
pension plans and other tax-qualified employee benefit plans, and
assumed the Debtors' retiree medical plans with respect to all
populations other than the UAW-represented employees.

"With respect to the UAW, New Chrysler created a mirror health
care plan to provide post-Closing health benefits to UAW actives
and retirees (but with respect to retirees only until January 1,
2010), and assumed payment of all liabilities under the Debtors'
UAW health care plan through the pre-Closing period (but did not
assume such plan)," notes Ronald E. Kolka, Old Carco's Chief
Executive Officer.

New Chrysler also entered into a new retiree medical funding
arrangement with the UAW, which went into operation on January 1,
2010, and did not assume a prior arrangement between the UAW and
the Debtors that was slated to go into effect on the same date.

                The Daimler/Cerberus Settlement

On June 5, 2009, the Debtors entered into a settlement agreement,
known as the Settlement Agreement III, with (i) Cerberus
subsidiaries CG Investment Group, LLC and CG Investor, LLC,
Chrysler Holding LLC and CarCo Holding I, (ii) Old Carco, (iii)
Daimler AG, (iv) Chrysler Financial Daimler North America Finance
Corporation, (v) Daimler Investments US Corporation, formerly
known as DaimlerChrysler Holding Corporation, and (vi) the Pension
Benefit Guaranty Corporation.

Settlement Agreement III sought to resolve various open issues
related to the Daimler Divestiture, among other things.  The
Daimler Divestiture relates to the acquisition by Cerberus of a
controlling interest in Chrysler Parent, creating the first
privately-held American auto company in 50 years.

Pursuant to Settlement Agreement III, Cerberus agreed to forgive
its $500 million portion of the Owners' Loan Claims in its
entirety.  In connection with the release of this debt, the
Debtors and, certain entities affiliated with Cerberus and the
Daimler Parties, among other parties, agreed to release certain
current and future claims that they may have against each other
under that certain Contribution Agreement, dated May 14, 2007, and
related agreements.

The Amended Plan provides that the Debtors, certain entities
affiliated with Cerberus and the Daimler Parties, among other
parties, agreed to release certain current and future claims that
they may have against each other under the Contribution Agreement.
In addition, subject to the terms, conditions and limitations in
Settlement Agreement III, Old Carco, on behalf of itself and all
of its subsidiaries, agreed to release claims against the Daimler
Parties and their affiliates that were not set forth in a
complaint to be filed within an agreed challenge period, with the
release becoming effective and binding upon the filing of the
complaint with the Bankruptcy Court.

               Preservation of Rights of Action

Under the Amended Plan, the Liquidation Trustee may continue to
analyze potential Causes of Action in consultation with the First
Lien Agent and the Government DIP Lenders, as appropriate, to
determine whether the pursuit of these actions would be
beneficial.  In addition to the Daimler Litigation, the Causes of
Action retained by the Liquidation Trust include any Causes of
Action that any Debtor or any Estate may have against:

  (a) Electronic Data Systems, LLC, doing business as HP
      Enterprise Services, formerly known as Electronic Data
      Systems Corporation, EDS Information Systems L.L.C., EDS
      Canada Corp., formerly known as EDS Canada, Inc., AT
      Kearny, Inc., and any of their predecessors or successors-
      in-interest, subsidiaries and affiliates;

  (b) Wilhelm Karmann GMBH and any of its predecessors or
      successors-in-interest, subsidiaries and affiliates;

  (c) Eisenmann Corp. and any of its predecessors or successors-
      in-interest, subsidiaries and Affiliates; and

  (d) Getrag Transmission Manufacturing LLC, Getrag
      International GmbH, Getrag Getriebe- und Zahnradfabrik
      Hermann Hagenmeyer GmbH & Cie KG and any of their
      predecessors or successors-in-interest, subsidiaries and
      affiliates.

                     Cancellation of Bonds

On the Effective Date, the Bond Indenture and the Bonds issued
thereunder will be deemed terminated, and be of no further force
and effect, with respect to the Debtors.  Subject to the Plan, the
holders of the Bonds will have no rights against the Debtors
arising from or relating to those instruments and other
documentation, or the deemed termination thereof.

The Debtors will not have any continuing obligations or rights
under the Bond Indenture and the Bonds, except with respect to any
obligations to the Bondholders as holders of Allowed Claims in
Class 3A and as otherwise set forth in the Plan, provided that the
deemed termination with respect to the Debtors will not affect any
rights and obligations arising from and in connection with the
Bond Indenture and the Bonds by or among the Indenture Trustee,
the Bondholders, Daimler, the Paying Agent and any other non-
Debtor Entity so that the Bond Indenture and the Bonds will be
unaffected and continue with respect to the Entities for all other
purposes, including:

  (a) as necessary to preserve, pursue or administer the rights,
      claims, liens and interests of the Indenture Trustee and
      the holders of Bondholder Claims under the Bond Indenture
      against non-Debtor third parties, including to preserve
      and pursue the claims, rights and interests of the
      Indenture Trustee and the Bondholders against Daimler, as
      guarantor, under the Daimler Bondholder Guaranty; and

  (b) to the extent necessary to allow the Indenture Trustee to
      receive distributions on behalf of the holders of Allowed
      Bondholder Claims pursuant to the Plan, and make
      distributions under the Bond Indenture, on account of
      Allowed Bondholder Claims.

For the avoidance of doubt, the Amended Plan provides that nothing
in the Plan will (i) affect the obligations of Daimler under, and
the terms of, the Bond Indenture and the Daimler Bondholder
Guaranty, and (ii) impair the rights of the Indenture Trustee to
enforce its charging liens, created in law or pursuant to the Bond
Indenture, against property that otherwise would be distributed to
the Bondholders.

Without further action or order of the Bankruptcy Court, the
charging liens of the Indenture Trustee will attach to any
property distributable to the holders of Allowed Bondholder Claims
under the Plan with the same priority, dignity and effect that the
Liens had on property distributable under the Bond Indenture.

                       Plan Support Letters

The Debtors also filed with the Court proposed forms of letters in
support of the Plan.  A copy of the Debtors' Plan Support Letter,
and the Plan Support Letter provided to the Debtors by the
Creditors Committee can be obtained for free at:

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

                       About Chrysler Group

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 Complain on Violation of Arbitration Law
--------------------------------------------------------------
Three lawyers for dealers claimed that Chrysler Group LLC has
already violated the arbitration law by its failure to explain the
reasons for each dealer's termination, according to a January 18
report by Tire Business.

The lawyers who represent 65 terminated dealers said they intend
to allege in each arbitration case that the auto maker showed bad
faith in written communications last week with all its terminated
dealers.

"We're going to make an issue of this early on and explain that
they're not in compliance with the law," Tire Business quoted Mike
Charapp, a legal consultant to state dealer associations, as
saying.

The law, which was signed last month by President Barack Obama,
gives dealers affected by old Chrysler LLC's bankruptcy filing a
chance to appeal their termination.  It establishes a binding
arbitration process to determine whether dealerships ought to be
reinstated.

                      Letters to Dealers

Chrysler Group announced last week it had sent a letter and an e-
mail to all 789 closed dealerships in compliance with the law 's
requirement to notify each dealer of the criteria used for the
termination.

Each mailing consisted of a four-page form letter that listed
criteria used to terminate dealers and a personal scorecard of how
the individual dealer performed.  The form letter lists 22
criteria including sales volume and market share while the
scorecard has 13 factors including customer and sales satisfaction
indices.

Eric Chase, one of the dealer lawyers, said the scorecard
"doesn't reflect what the company did at the time of the
termination decision."

"I find that incredible.  The common-sense interpretation of the
statute requires that Chrysler tell the dealer why he was
terminated," Tire Business quoted him as saying.

Leonard Bellavia, another lawyer, also claimed that Chrysler Group
added six criteria this week that it did not submit to the
bankruptcy court in explaining dealer cuts.

"Chrysler fabricated these criteria after the fact.  That's the
epitome of bad faith," Tire Business quoted him as saying.

In an e-mailed statement, Chrysler Group, however, asserted that
it did not only comply with the requirements of the legislation
but exceeded them.

"The information shared with the affected dealers is the specific
criteria used in deciding which dealer agreements were rejected as
well as the individual dealer's data.  A narrative was not
required," Chrysler Group reportedly said in the statement.

        Chrysler Has Not Given Up Right to Challenge Law

Chrysler Group spokesperson Kathy Graham said that, in the mean
time, the auto maker is complying with the law but it has not yet
given up its right to challenge the law in court, The Detroit News
reported.

"We have made no decision on whether or not to challenge the law,
in the mean time we are complying with the legislation and dealers
have been notified where to send correspondence concerning
arbitration," The Detroit News quoted Ms. Graham as saying.

Sean McAlinden, chief economist at the Center for Automotive
Research, earlier said at an industry briefing that Chrysler Group
may need to further slash its dealers as sales continue to slide.
He said the remaining dealers of Chrysler may still be more than
the auto maker needs with its market share expected to slide to as
low as 6% in the next two years.

Chrysler Group has more than 2,000 dealers remaining after it
terminated 789 dealers in June 2009 in their bid to reduce cost or
enhance its competitive position in the automobile market.

The termination, however, drew flak from various groups which
argued that the auto maker benefits from a wide dealer network
because it is the dealers which bear the risk on unsold cars and
cars in transit from the factory.

      Chrysler Sues Officials Over Changes in Dealer Law

In another development, Chrysler LLC filed a lawsuit against the
Oregon Attorney General and officials in Maine, North Carolina and
Illinois, saying recent changes to those states' dealer laws
violate the bankruptcy code and the U.S. Constitution, Bloomberg
News reported.

Under the new laws, the four states would have power to block
Chrysler Group from granting a franchise to a new dealer in
that state or relocate a dealer into a rejected dealer's market,
Chrysler LLC's lawyers said in a complaint filed in Manhattan
bankruptcy court.

The attorneys said the new laws interfere with the auto maker's
prior termination of its 789 dealers.  They seek a court order
declaring the laws unconstitutional and in conflict with the
bankruptcy court's prior order which authorized the termination.

The suit names eight defendants including Oregon Attorney
General John Kroger, the secretaries of state in Maine and
Illinois, and officials in transportation departments at all
four states, Bloomberg News reported.

                     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: GMAC Completes Underwriting for Most Dealers
----------------------------------------------------------
GMAC Financial Services has completed the formal underwriting for
1,474 U.S. Chrysler dealers who applied for standard wholesale
credit lines, approving 94 percent:

    * 1,377 dealerships have obtained wholesale financing, or
      are approved and in the process of final term
      negotiations, documentation or onboarding;

    * 14 dealerships have conditional approval, pending
      acceptance of loan stipulations;

    * 83 dealerships were declined for failure to meet credit
      standards.  Most of these dealerships previously were on
      "finance hold" with Chrysler Financial and were notified
      by GMAC in June of 2009.  Many have been in liquidation
      for some time.

In May of 2009, GMAC was selected as the preferred financial
provider and extended interim wholesale financing to Chrysler
dealers previously funded by Chrysler Financial.  "We approved the
vast majority of Chrysler dealers who applied for wholesale credit
lines, and are continuing to work with the few remaining dealers
that have conditional approval," said Bill Muir, GMAC president.
"GMAC is pleased to support these dealerships that are important
to the Chrysler Group and their respective communities."

                     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: New Chrysler Still in Talks With UAW on Plant
-----------------------------------------------------------
An executive of Chrysler Group LLC said the auto maker has
continuing discussions with the United Auto Workers union on the
future of its assembly plant in Sterling Heights, Michigan,
according to a January 12 report by Reuters.

Scott Garberding, senior vice president in charge of Chrysler
Group's manufacturing operations, told Reuters that talks are now
underway with the union about how long the plant will be kept
open.

The plant, which employs about 1,200 workers, produces the Dodge
Avenger as well as the Chrysler Sebring which is reportedly one
of the most fuel efficient vehicles in Chrysler Group's lineup.

Sergio Marchionne, Chrysler Group's chief executive, earlier told
Michigan lawmakers that the auto maker will keep the assembly
plant open through 2011 and indicated that the Sebring would be a
big part of its return to profitability, thus, requiring the
continued operation of the plant.

                     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: New Chrysler to Get Rid of Wholesale Mentality
------------------------------------------------------------
Sergio Marchionne, chief executive of Chrysler Group LLC, said the
auto maker will move away from being a wholesaler of vehicles this
year, according to a January 12 report by CBC News.

"[We need] to get rid of the wholesale mentality of the company. I
will not turn this into a distribution machine because I know I
can't make money," CBC News quoted Mr. Marchionne as saying at the
North American International Auto Show in Detroit.

Chrysler has been offering big discounts to its customers to
maintain some semblance of previous sales volumes.  Mr. Marchionne
said if getting rid of this policy means losing market share and
idling plants temporarily, so be it, CBC News reported.

There's no use in producing cars that people aren't willing to pay
[for].  I need to run this business to make money," he said.

Mr. Marchionne said that the funds typically earmarked for
discounting will be used to market the brand and get it to start
trading on the quality of Chrysler vehicles rather than the
discounts the auto maker offers, CBC New reported.

The chief executive said this year will be a difficult transition
year for Chrysler but he expressed optimism that the auto maker
will break even this year and return to profitability in 2011.  To
do so, Chrysler will have to sell more than 1.1 million units in
the United States and 1.65 million units worldwide.

Mr. Marchionne expects sales in the first part of 2010 to be
mediocre before they pick up again in the second half of the year,
according to CBC News.

In 2009, Chrysler's global sales dipped to a little more than
931,000 units, marking the first time it sold fewer than a million
vehicles in 47 years.

U.S. Transportation Secretary Ray LaHood, meanwhile, expressed
optimism that Chrysler will emerge from its bankruptcy
victoriously, Automobile Magazine reported.

Mr. LaHood said Chrysler's new designs will "put them in the
marketplace like they've never been before," according to the
report.

                     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: New Chrysler to Recall 1,000 Vehicles in China
------------------------------------------------------------
Chrysler has announced a nationwide recall of some 24,000
Chrysler, Dodge and Jeep vehicles, according to a January 18
report by KKTV 11 News.

Chrysler made the move to repair a defective part that could cause
sudden and unexpected brake failure.  The recall applies to some
2010 model Chrysler Sebrings and Dodge Avenger sedans, Dodge
Nitros, Jeep Liberty SUVs, Jeep Commanders, Jeep Grand Cherokee
SUVs and some 2009 and 2010 model Dodge Ram trucks, the report
said.

Some of the vehicles could have an improperly formed brake booster
rod retaining clip, and some Ram trucks may have been built
without the piece, which is necessary for consistent and proper
functioning of the brakes, according to another report by
CNNMoney.com.

In a document Chrysler filed with the National Highway Traffic
Safety Administration, the auto maker said it is not aware of any
crashes or injuries related to the problem, CNNMoney.com reported.

Earlier, news agency Xinhua reported that Chrysler Group China
Sales Ltd. will recall 1,809 Wrangler vehicles in China starting
February 10.

The General Administration of Quality Supervision, Inspection and
Quarantine, China's quality watchdog, said the recall is due to a
designing defect in the gear-box, and involves vehicles which were
produced between March 3, 2006, and July 10, 2008, according to
the report.

GAQSIQ said the reminder system in the gear-box lacks a warning
function on overheating operation, which is likely to trigger
potential glitch and fire risks with the increase of oil
temperature, threatening the safety of occupants.  It said it
would follow up the recall and evaluate on the effects after the
remedial measures were taken, Xinhua reported.

Reports from Chrysler show that the defect has caused two
accidents in China this year.  The auto maker would add the
reminding function by upgrading the operation software for free,
according to another report by ChinaCSR.com.

                     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)


CINCINNATI BELL: Bank Debt Trades at 3% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Cincinnati Bell,
Inc., is a borrower traded in the secondary market at 96.71 cents-
on-the-dollar during the week ended Friday, Jan. 22, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.57
percentage points from the previous week, The Journal relates.
The Company pays 150 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Sept. 1, 2012, and carries
Moody's Ba2 rating and Standard & Poor's BB rating.  The debt is
one of the biggest gainers and losers among 166 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Jan. 22.

As reported by the Troubled Company Reporter on Oct. 2, 2009,
Fitch Ratings has assigned a 'BB-/RR3' rating to Cincinnati Bell's
proposed offering of $500 million of senior unsecured notes due
2017.  The company's Issuer Default Rating is 'B+'.  The Rating
Outlook is Stable.

Standard & Poor's Ratings Services assigned a 'B+' issue-level and
a '3' recovery rating to Cincinnati Bell's $500 million senior
notes due 2017.  The '3' recovery rating indicates expectations
for meaningful (50%-70%) recovery in the event of a payment
default.  In addition, S&P affirmed all ratings on CBI, including
the 'B+' corporate credit rating.  The outlook is stable.

Moody's Investors Service assigned a Ba3 rating to Cincinnati
Bell's $500 million senior unsecured notes offering.  Moody's
notes that the company has been addressing its debt maturities
over the past two years, and in the future is likely to take out
more debt coming due over the intermediate term.

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

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


CITADEL BROADCASTING: Bank Debt Trades at 21% Off
-------------------------------------------------
Participations in a syndicated loan under which Citadel
Broadcasting Corporation is a borrower traded in the secondary
market at 79.40 cents-on-the-dollar during the week ended Friday,
Jan. 22, 2010, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 1.84 percentage points from the previous week, The
Journal relates.  Citadel pays 175 basis points above LIBOR to
borrow under the loan facility, which matures on June 1, 2014.
Moody's has withdrawn its rating, while Standard & Poor's has
assigned a default rating, on the bank debt.  The debt is one of
the biggest gainers and losers among 166 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Jan. 22.

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

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

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


CITIGROUP INC: Discloses 6.2% Equity Stake in Ambac Financial
-------------------------------------------------------------
Citigroup Global Markets Inc.; Citigroup Financial Products Inc.;
Citigroup Global Markets Holdings Inc.; and Citigroup Inc.
disclosed holding 18,007,831 shares or roughly 6.2% of the common
stock of Ambac Financial Group, Inc., as of December 31, 2009.

                      About Ambac Financial

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

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

                          About Citigroup

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

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

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

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


CLAIRE'S STORES: Bank Debt Trades at 16% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 83.96 cents-
on-the-dollar during the week ended Friday, Jan. 22, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.71
percentage points from the previous week, The Journal relates.
The Company pays 275 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 29, 2014, and carries
Moody's Caa2 rating and Standard & Poor's B- rating.  The debt is
one of the biggest gainers and losers among 166 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Jan. 22.

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores, Inc., also operates through its
subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a
50:50 joint venture with AEON, Co., Ltd.  The Company also
franchises 198 stores in the Middle East, Turkey, Russia, South
Africa, Poland and Guatemala.

As stated by the Troubled Company Reporter on Sept. 14, 2009,
Claire's Stores, Inc., reported a net loss of $3.733 million for
the three months ended Aug. 1, 2009, from a net loss of
$16.93 million for the three months ended Aug. 2, 2008.  The
Company reported a net loss of $32.75 million for the six months
ended Aug. 1, 2009, from a net loss of $52.50 million for the six
months ended Aug. 2, 2008.

At Aug. 1, 2009, the Company had $2.85 billion in total assets;
and $190.73 million in total current liabilities and $2.72 billion
in total long-term and other liabilities, resulting in
$60.10 million in stockholders' deficit.


CLEAR CHANNEL: Bank Debt Trades at 19% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 80.79 cents-on-the-dollar during the week ended Friday,
Jan. 22, 2010, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents a drop
of 1.27 percentage points from the previous week, The Journal
relates.  Clear Channel pays 365 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Jan. 30,
2016, and carries Moody's Caa2 rating and Standard & Poor's CCC
rating.  The debt is one of the biggest gainers and losers among
166 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Jan. 22.

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

As reported by the Troubled Company Reporter, Nov. 17, 2009, Clear
Channel Communications, Inc., reported a consolidated net loss of
$92.7 million for the three months ended Sept. 30, 2009, compared
with a consolidated net loss of $80.2 million for the same period
in 2008.  For the nine months ended Sept. 30, 2009, consolidated
net loss was $4.2 billion compared with consolidated net income of
$1.0 billion in the same period of 2008.  Consolidated revenue
decreased $290.6 million to $1.4 billion during the third quarter
of 2009 compared with the same period of 2008.  Consolidated
revenue decreased $1.0 billion during the first nine months of
2009 compared with the same period of 2008.

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


CLEARWATER NATURAL: Consol Told to Pay Debtors $3.9 Mil.
--------------------------------------------------------
WestLaw reports that a coal producer's action in improperly
declaring a force majeure under the contract mining agreement that
it had executed prepetition with the Chapter 11 debtor-mining
company constituted a violation of the automatic stay, a Kentucky
bankruptcy court has held.  The contract mining agreement was an
executory contract and an asset of the estate, and the coal
producer's force majeure declaration constituted an exercise of
control over the contract so as to deprive the debtor of its use
and value.  In re Clearwater Natural Resources, LP, --- B.R. ----,
2009 WL 4907032 (Bankr. E.D. Ky.).

The Honorable William S. Howard ruled in the Debtor's suit (Bankr.
E.D. Ky. Adv. Pro. No. 09-7007) against Consol of Kentucky, Inc.,
that (1) under Kentucky law, the events of force majeure claimed
by Consol did not, in fact, constitute force majeure events but,
rather, were normal market risks, and so the producer wrongfully
declared force majeure and was liable for breach of the contract
mining agreement; (2) the proper measure of damages for breach of
the agreement was lost profits; (3) the debtor is entitled to net
damages in the amount of $3,964,537; and (4) Consol's action in
improperly declaring a force majeure constituted a violation of
the automatic stay.

Sally E. Edison, Esq., at McGuireWoods LLP in Pittsburgh, Pa.,
represented Consol of Kentucky, Inc., in this dispute.

                    About Clearwater Natural

Headquartered in Kansas City, Mo., Clearwater Natural Resources LP
mines coal in the Central Appalachian region.  In August 2005, the
Company acquired 100% interest in Miller Bros. that became a
wholly-owned operating subsidiary of the company.  The Company
also acquired in October 2006 all interest in Knott Floyd Land
Company, a medium scale coal mining company and its operations
were subsequently consolidated into Miller.  Through Miller, the
Company produces and sells coal from eleven mining operations in
Eastern Kentucky and provide contracts mining services for two
third-party owned mines located within the Appalachian region.

The Company and two of its affiliates, Clearwater Natural
Resources LLC and Miller Bros. Coal LLC, sought Chapter 11
protection (Bankr. E.D. Kent. Lead Case No. 09-70011) on
January 7, 2009.  Mary L. Fullington, Esq., at Wyatt, Tarrant &
Combs LLP, and Erika A. Tristan, Esq., James A. Reeder, Jr., Esq.,
Stacy M. Neal, Esq., Tracey R. Keegan, Esq., at Vinson & Elkins
LLP in Houston, Tex., represent the Debtors in their restructuring
efforts.  Administar Services Group LLC serves as the claims and
noticing agent.  Richard Clippard, the United States Trustee for
Region 8, appointed three creditors of Debtor Miller Bros. Coal
LLC to serve on an official committee of unsecured creditors.
Blank Rome LLP represents the Committee.  When the Debtors filed
for protection from their creditors, they estimated their assets
and debts at $100 million to $500 million.  The Debtors filed a
chapter 11 plan and disclosure statement in April 2009.


COLUMBUS MCKINNON: Note Upsizing Won't Affect Moody's 'Ba3' Rating
------------------------------------------------------------------
Moody's Investors Service said Columbus McKinnon Corporation's Ba3
corporate family rating remains unchanged following the company's
announcement that it has upsized and extended its existing
$75 million revolver to $85 million.

The previous rating action on CMCO was the November 28, 2007,
upgrade of the corporate family rating to Ba3 from B1.

Columbus McKinnon is a leading worldwide designer, manufacturer
and marketer of material handling products, systems and services,
which efficiently and ergonomically move, lift, position or secure
materials.  Key products include hoists, cranes, actuators, chain
and forged attachments.  Net sales for the twelve months ending
September 30, 2009 were $535 million.


COLUMBIA RIVER BANK: Closed; Columbia State Assumes Deposits
------------------------------------------------------------
Columbia River Bank, The Dalles, Oregon, was closed January 22 by
the Oregon Division of Finance and Corporate Securities, which
appointed the Federal Deposit Insurance Corporation (FDIC) as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with Columbia State Bank,
Tacoma, Washington, to assume all of the deposits of Columbia
River Bank.

The 21 branches of Columbia River Bank will reopen during their
normal business hours beginning Saturday as branches of Columbia
State Bank. Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship to retain their deposit insurance coverage. Customers
should continue to use their existing branch until they receive
notice from Columbia State Bank that it has completed systems
changes to allow other Columbia State Bank branches to process
their accounts as well.

This evening and over the weekend, depositors of Columbia River
Bank can access their money by writing checks or using ATM or
debit cards. Checks drawn on the bank will continue to be
processed. Loan customers should continue to make their payments
as usual.

As of September 30, 2009, Columbia River Bank had approximately
$1.1 billion in total assets and $1.0 billion in total deposits.
Columbia State Bank will pay the FDIC a premium of 1.0 percent to
assume all of the deposits of Columbia River Bank. In addition to
assuming all of the deposits of the failed bank, Columbia State
Bank agreed to purchase essentially all of the assets.

The FDIC and Columbia State Bank entered into a loss-share
transaction on $697.4 million of Columbia River Bank's assets.
Columbia State Bank will share in the losses on the asset pools
covered under the loss-share agreement. The loss-share transaction
is projected to maximize returns on the assets covered by keeping
them in the private sector. The transaction also is expected to
minimize disruptions for loan customers. For more information on
loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-523-0640.  Interested parties also can
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/columbiariver.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $172.5 million.  Columbia State Bank's acquisition
of all the deposits was the "least costly" resolution for the
FDIC's DIF compared to all alternatives. Columbia River Bank is
the ninth FDIC-insured institution to fail in the nation this
year, and the first in Oregon. The last FDIC-insured institution
closed in the state was Community First Bank, Prineville, on
August 7, 2009.


CR GAS STORAGE: Bank Debt Trades at 6% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which CR Gas Storage is
a borrower traded in the secondary market at 94.35 cents-on-the-
dollar during the week ended Friday, Jan. 22, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.68 percentage
points from the previous week, The Journal relates.  The Company
pays 175 basis points above LIBOR to borrow under the loan
facility, which matures on May 13, 2013.   The bank loan is not
rated by Moody's and Standard & Poor's.  The debt is one of the
biggest gainers and losers among 166 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Jan. 22.

Niska Gas Storage's -- http://www.niskags.com/-- natural gas
storage business is located in key North American natural gas
producing and consuming regions and is connected to multiple gas
transmission pipelines.  Niska and its subsidiaries own and
operate approximately 140 billion cubic feet of working gas
capacity at three facilities: Suffield - 85 Bcf in Alberta;
Countess - 40 Bcf in Alberta; and Salt Plains - 15 Bcf in
Oklahoma.  The Suffield and Countess gas storage facilities
conduct business under the name AECO Hub.

Niska Gas Storage, also known as CR Gas Storage, and formerly
EnCana Gas Storage, in May 2006, completed the first phase of its
sale from EnCana Corporation to the Carlyle/Riverstone Global
Power and Energy Fund, an energy private equity fund managed by
Riverstone Holdings and The Carlyle Group.  In conjunction with
the closing, Niska announced that effective immediately it has
changed its name from EnCana Gas Storage to Niska Gas Storage.


CYCLE COUNTRY: Receives Non-Compliance Notice From NYSE Amex
------------------------------------------------------------
Cycle Country Accessories Corp. received a notice from NYSE Amex
LLC that it is not in compliance with some of the Exchange's
continued listing standards.  Specifically, the Exchange Notice
states that Cycle Country's failure to file its Form 10-K, as
required by Sections 134 and 1101 of the Exchange Company is a
material violation of its listing agreement with the Exchange, for
which the Exchange is authorized to suspend and remove Cycle
Country's securities from the Exchange, unless Cycle Country takes
prompt corrective action.

The Exchange has given Cycle Country until January 28, 2010, to
submit a plan of compliance to correct this noncompliance by
April 14, 2010.  The Company currently plans to submit a plan by
the specified deadline.  The Exchange will then review the plan
and determine whether it will accept it.  If Cycle Country fails
to submit a plan or the plan is not accepted, Cycle Country will
be subject to delisting proceedings by the Exchange.

On January 8, 2010, Cycle Country announced that it would be
unable to file its Form 10-K on time due to its discovery that the
Chairman of its board of directors had misappropriated company
funds.  The director's resignation from the board also has caused
the Company to be out of compliance with Section 801(h) of the
Exchange's Company Guide, which requires the board to be comprised
of at least 50% independent members.  The Exchange has given Cycle
Country until the earlier to occur of its next annual
shareholders' meeting or January 6, 2011, to regain compliance.
The Exchange Notice also states Cycle Country is no longer
compliant with Section 803(2)(c) and 802(d) of the Company Guide,
which require at least two members of the audit committee and that
classified boards having classes of approximately equal size.  The
Exchange has given Cycle Country until the earlier of the next
annual shareholders' meeting or January 6, 2011, to regain
compliance with these requirements.

The Company is actively seeking and expects to be able to appoint
a new, independent director to the board within the next sixty
(60) days.  The Company is seeking a member who will be qualified
to serve on the audit committee such that the Company will then be
in compliance with the Exchange's requirements for board
composition of independent versus non-independent directors and
the minimum number of independent board members required to serve
on the audit committee.

              About Cycle Country Accessories Corp.

Cycle Country Accessories Corp. -- http://www.cyclecountry.com/--
is engaged in the marketing, sales, design and manufacturing of
custom fitting accessories for utility all-terrain vehicles, under
the brand names of Cycle Country Accessories and Weekend Warrior.
Products include snowplows, mowers, 3-point hitches and
implements, storage, bed lifts, brush guards and more.  The
Company also produces a line of specialty products for golf carts,
lawn and garden equipment and motor sports vehicles under the
brand name of Plazco.  Under the brand name of Perf-Form, the
Company manufactures and distributes a broad line of high
performance oil filters for motorcycles, ATV's and watercraft.  In
addition, the Company provides metal fabrication and contract
manufacturing services through its Imdyne division.


DBSD NORTH AMERICA: DISH Network Denied Plan Voting Right
---------------------------------------------------------
WestLaw reports that a satellite television provider that had a
total investment in excess of $250 million in the Chapter 11
debtors' competitor, and which purchased all of the debtors' first
lien debt for 100 cents on the dollar after their disclosure
statement was filed, did not act in "good faith" in voting to
reject the debtors' proposed plan, such that its vote could be
designated.  The satellite television provider was not acting as a
creditor to maximize its recovery under the plan but with the
ulterior purpose of using the recently purchased claims to gain
control over the debtors by filing a competing plan, as
demonstrated not only by its acknowledgement that its purchase of
the claims might not have made economic sense, but by internal
memoranda hinting at this ulterior purpose and by the fact that,
in also purchasing second lien claims, it was careful to purchase
only second lien claims that were not subject to an agreement to
support the debtors' proposed plan.  In re DBSD North America,
Inc., --- B.R. ----, 2009 WL 5088734 52 Bankr. Ct. Dec. 137
(Bankr. S.D.N.Y.) (Gerber, J.).

DISH Network Corporation became involved in the Debtors' cases
when, after the Debtors proposed a plan of reorganization, DISH
bought up all of the Debtors' First Lien Debt from its prior
holders, at par, seeking by its acquisition of the Debtors' debt,
"to acquire control of this strategic asset."  Thereafter,
literally on the eve of the plan confirmation hearing, DISH sought
to terminate exclusivity and obtain permission to file its own
plan, further to achieve its strategic objective.  Finding that
"[t]his is the paradigmatic case for the application of the
Allegheny doctrine," the Honorable Robert E. Gerber ruled that
DISH Network's claim should be designated pursuant to 11 U.S.C.
Sec. 1126(e), and that DISH Network is disqualified from voting on
the Debtors' plan.

As reported in the Troubled Company Reporter on Oct. 28, 2009,
Judge Gerber confirmed the Debtors' chapter 11 plan, but the plan
can't take effect until the Debtors obtain adequate exit
financing.  And, as reported in the TCR on Nov. 27, 2009, DISH
Network Corp. and Sprint Nextel Corp. have taken appeals from
Judge Gerber's confirmation order to the U.S. District Court for
the Southern District of New York.

Headquartered in Reston, Virginia, DBSD North America Inc. aka ICO
Member Services Inc. offers satellite communications services.
It has launched a satellite, but is in the developmental stages of
creating a satellite system with components in space and on earth.
It presently has no revenues.

The Company and nine of its affiliates filed for Chapter 11
protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No.
09-13061).  James H.M. Sprayregen, Esq., Christopher J. Marcus,
Esq., at Kirkland & Ellis LLP, in New York; and Marc J. Carmel,
Esq., Sienna R. Singer, Esq., at Kirkland & Ellis LLP, in Chicago,
serve as the Debtors' counsel.  Jefferies & Company is the
proposed financial advisors to the Debtors.  The Garden City Group
Inc. is the court-appointed claims agent for the Debtors.  When
the Debtors sought for protection from their creditors, they
listed between $500 million and $1 billion each in assets and
debts.


DISCOVERY COMMS: Bank Debt Trades at 1% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Discovery
Communications, Inc., is a borrower traded in the secondary market
at 99.00 cents-on-the-dollar during the week ended Friday,
Jan. 22, 2010, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 0.61 percentage points from the previous week, The
Journal relates.  The Company pays 200 basis points above LIBOR to
borrow under the facility.  The bank loan matures on April 30,
2014, and carries Moody's Baa3 rating.  The loan is not rated
Standard & Poor's.  The debt is one of the biggest gainers and
losers among 166 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Jan. 22.

Discovery Communications, Inc. -- http://corporate.discovery.com/
-- formerly Discovery Holding Company, is a global media and
entertainment company that provides original and purchased
programming across multiple distribution platforms in the United
States and approximately 170 other countries, with over 100
television networks offering customized programming in 35
languages.  The Company also develops and sells consumer and
educational products and services, as well as media sound services
in the United States and internationally.  In addition, it owns
and operates a diversified portfolio of Website properties and
other digital services.  The Company operates through three
segments: U.S. Networks, International Networks, and Commerce,
Education, and Other.


EVERGREEN BANK: Closed; Umpqua Bank Assumes Deposits
----------------------------------------------------
Evergreen Bank, Seattle, Washington, was closed January 22 by the
Washington Department of Financial Institutions, which appointed
the Federal Deposit Insurance Corporation (FDIC) as receiver.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with Umpqua Bank, Roseburg, Oregon, to assume
all of the deposits of Evergreen Bank.

The seven branches of Evergreen Bank will reopen on Monday as
branches of Umpqua Bank.  Depositors of Evergreen Bank will
automatically become depositors of Umpqua Bank.  Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage.  Customers should continue to use
their existing branch until they receive notice from Umpqua Bank
that it has completed systems changes to allow other Umpqua Bank
branches to process their accounts as well.

As of September 30, 2009, Evergreen Bank had approximately $488.5
million in total assets and $439.4 million in total deposits.
Umpqua Bank will pay the FDIC a premium of 1.0 percent to assume
all of the deposits of Evergreen Bank. In addition to assuming all
of the deposits of the failed bank, Umpqua Bank agreed to purchase
essentially all of the assets.

The FDIC and Umpqua Bank entered into a loss-share transaction on
$379.5 million of Evergreen Bank's assets. Umpqua Bank will share
in the losses on the asset pools covered under the loss-share
agreement. The loss-share transaction is projected to maximize
returns on the assets covered by keeping them in the private
sector. The transaction also is expected to minimize disruptions
for loan customers. For more information on loss share, please
visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-528-6215.  Interested parties also can
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/evergreen-wa.html

As part of this transaction, the FDIC will acquire a cash
participant instrument. This instrument serves as additional
consideration for the transaction.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $64.2 million. Umpqua Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to all alternatives. Evergreen Bank is the eighth FDIC-
insured institution to fail in the nation this year, and the
second in Washington. The last FDIC-insured institution closed in
the state was Horizon Bank, Bellingham, on January 8, 2010.


FANNIE MAE: Budget Office Wants to Bring Firm on Gov't Books
------------------------------------------------------------
The Wall Street Journal's Nick Timiraos reports that the U.S.
Congressional Budget Office has reiterated its support for
bringing Fannie Mae and Freddie Mac onto the federal budget -- and
onto the government books -- which would effectively mean
accounting for their operations in the federal budget as if they
were federal agencies.

The Journal relates the CBO said in a report, "Recent events
clearly indicate a strengthening of the federal government's
commitment to the obligations of Fannie Mae and Freddie Mac."

According to the Journal, the CBO pegged the government's total
costs of bailing out the two companies at $291 billion and said
the government's takeover could cost an additional $99 billion in
the coming decade.

Mr. Timiraos says the White House has resisted calls by
Republicans to bring Fannie's and Freddie's obligations onto the
government's books.

The Journal explains the White House projects costs equal to the
actual cash infusions that the Treasury injects into Fannie and
Freddie each quarter to keep them afloat.  That tab is currently
at $112 billion, the Journal says.  The CBO's estimate, as opposed
to the White House's, reflects the amount of taxpayer subsidy used
by Fannie and Freddie as a result of lower borrowing costs enabled
by their federal backing, the Journal relates.

According to the Journal, Assistant Treasury Secretary Michael
Barr said the administration had no plans to alter how it accounts
for Fannie and Freddie in the federal budget.

The Journal recalls that in September 2008, when the government
took over Fannie and Freddie through a legal process known as
conservatorship, the Bush administration cited the "temporary
nature of the arrangement" in opting against incorporating the
obligations of the companies into the federal budget.

"These are organisms that have now become a direct arm of the U.S.
government and I assume that people who are now buying these
securities are looking at them that way," the Journal quotes Sen.
Bob Corker (R., Tenn.), as saying in an interview.

                         About Freddie Mac

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

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

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

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

                        Conservatorship

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

                         About Fannie Mae

Fannie Mae -- http://www.fanniemae.com/-- is a government-
sponsored enterprise that was chartered by Congress in 1938.
Fannie Mae securitizes mortgage loans originated by lenders in the
primary mortgage market into mortgage-backed securities, which can
then be bought and sold in the secondary mortgage market.  Fannie
Mae also participates in the secondary mortgage market by
purchasing mortgage loans and mortgage-related securities,
including the Fannie Mae MBS, for its own mortgage portfolio.  In
addition, Fannie Mae makes other investments that increase the
supply of affordable housing.  Under its charter, Fannie Mae may
not lend money directly to consumers in the primary mortgage
market.  Although Fannie Mae is a corporation chartered by the
U.S. Congress, and although its conservator is a U.S. government
agency and Treasury owns its senior preferred stock and a warrant
to purchase its common stock, the U.S. government does not
guarantee its securities or other obligations.

                         Conservatorship

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


FAIRPOINT COMMS: Biddeford Asks for Probe by Maine PUC
------------------------------------------------------
Biddeford Internet Company, dba Great Works Internet, has
petitioned the Maine Public Utilities Commission to intervene in
their dispute with FairPoint Communications, Inc., and
investigate the business practices of the Company, according to
the Maine Public Broadcasting Network.

The dispute between Great Works Internet Company and FairPoint
first broke out in 2008, when GWI claimed it had been overcharged
by FairPoint for $1 million in rent lines, telephone poles and
space, MPBN's Anne Mostue reports.

GWI CEO Fletcher Kitteridge has said, according to MPBN, that
FairPoint insisted to have things done as it demanded and
threatened to bill GWI an additional $3 million if its plans were
rejected.  Mr. Kitteridge also said FairPoint threatened to
terminate service to 3,000 GWI customers around the state.

In its filing with the Maine PUC, GWI alleges that (i) FairPoint
has not documented its basis for the $3 million in charges it
assessed against GWI, and (ii) FairPoint has not credited GWI for
payments it has made, MPBN stated.

FairPoint spokesman Jeff Nevins said the Company is aware of
GWI's probe request and plans to file a reply on the petition,
MPBN relates.  "This is the result of a long-standing
disagreement between FairPoint and GWI, it goes back many years,
and it simply involves our efforts to have GWI pay for using our
network and for services rendered by our company," the news
source quoted Mr. Nevins as saying.

Mr. Jeff Nevins also said that FairPoint is deferring the cutting
off of service for another month.  He said the move is to give
GWI time to inform its customers of the service termination.

The news report adds that the Maine Public Advocate, the office
authorized to represent the interest of ratepayers within the
jurisdiction of the Maine PUC has also interfered, and petitioned
the Maine PUC to grant GWI's call for an investigation into
FairPoint's business practices and to prevent FairPoint from
cutting off customer lines until an investigation is successfully
accomplished.

Evelyn deFrees of the Maine PUC said the Commission will review
FairPoint's response to GWI's charges before it decides whether
to launch an investigation, MPBN said.

                  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 Wins Nod for Jefferies as Advisor
------------------------------------------------------------
The Official Committee of Unsecured Creditors in Fairpoint
Communications Inc.'s cases obtained the Court's authority to
retain Jefferies & Company, Inc., as its financial advisor, nunc
pro tunc to November 10, 2009.

Prior to the entry of the order approving the application, Richard
Morgner, managing director of Jefferies & Company, Inc., informed
the Court that certain sections of the Engagement Letter in
connection with the Official Committee of Unsecured Creditors'
proposed retention of Jefferies as its financial advisor has been
amended.

A full-text copy of the amendments to the Engagement Letter is
available for free at:

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

The Creditors Committee expects that Jefferies, as its financial
advisor, to render these financial advisory services:

  (a) Become familiar with, to the extent Jefferies deems
      appropriate, and analyze, the business, operations,
      properties, financial condition and prospects of the
      Debtors;

  (b) Advise the Committee on the current state of the
      "restructuring market;"

  (c) Assist and advise the Committee in examining and
      analyze any strategy, potential or proposed restructuring,
      amending, redeeming or otherwise adjusting the Debtors'
      outstanding indebtedness or overall capital structure,
      whether pursuant to a plan of reorganization, any sale
      under Section 363 the Bankruptcy Code, a liquidation, or
      otherwise, including, where appropriate, assist the
      Committee in developing its own strategy for accomplishing
      a Transaction;

  (d) Assist and advise the Committee in evaluating and
      analyzing the proposed implementation of any Transaction,
      including the value of the securities or debt instruments,
      if any, that may be issued in any Transaction;

  (e) Assist and advise the Committee in evaluating potential
      financing transactions by the Debtors;

  (f) Assist and advise the Committee on tactics and strategies
      for negotiating with other stakeholders;

  (g) Attend meetings of the Committee with respect to matters
      on which Jefferies has been engaged to advise the
      Committee;

  (h) Provide testimony, as necessary and appropriate, with
      respect to matters on which Jefferies has been engaged
      to advise the Committee, in any proceeding before the
      Bankruptcy Court; and

  (i) Render other financial advisory services as may from time
      to time be agreed upon by the Committee and Jefferies,
      including, but not limited to, providing expert testimony,
      and other expert and financial advisory support related to
      any threatened, expected, or initiated litigation.

The Creditors Committee proposes that Jefferies be paid based on
this fee consideration:

   1. A monthly fee of $150,000 per month until the expiration
      or termination of its employment.  The first Monthly Fee
      will be payable immediately on approval of the Employment
      Application, with, for the avoidance of doubt, the Monthly
      Fees being deemed to have accrued beginning on Nov. 10,
      2009, and each subsequent Monthly Fee will be payable in
      advance on each monthly anniversary thereafter.

   2. Reimbursement for all reasonable out-of-pocket expenses
      incurred by Jefferies and its designated affiliates in
      connection to the performance of their services as
      financial advisor to the Creditors Committee.

Richard Morgner, a managing director at Jefferies, assures the
Court that his firm does not have an interest materially adverse
to the interest of the Debtors' estate or of any class of
creditors or equity security holders.

                  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: Giammarino Disposes Of 8,127 Shares
----------------------------------------------------
In a regulatory filing with the United States Securities
and Exchange Commission dated December 31, 2009, FairPoint
Communications Inc. Executive Vice President and Chief Financial
Officer Alfred C. Giammarino disclosed that he disposed of 8,127
shares of FairPoint common stock.

The Disposed Securities are restricted shares of FairPoint common
stock, par value at $0.01 per share, awarded to Mr. Giammarino
pursuant to FairPoint's 2008 Long Term Incentive Plan.

About 25,000 of Mr. Giammarino's Restricted Shares were vested on
December 31, 2009.  Pursuant to the 2008 Plan, at Mr.
Giammarino's election, he forfeited the reported Restricted
Shares to satisfy applicable withholding tax obligations with
respect to the vesting of the Restricted Shares.

Mr. Giammarino received no consideration for his forfeiture of
the Restricted Shares.  The forfeiture of the Restricted Shares
was made pursuant to the 2008 Plan.

                          Claim Transfer

eGear USA, Inc. informed the Court that it transferred its Claim
No. 177 for $76,045 against the Debtors to Fayett Group LLC.

                  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)


FREDDIE MAC: Budget Office Wants to Bring Firm on Govt. Books
-------------------------------------------------------------
The Wall Street Journal's Nick Timiraos reports that the U.S.
Congressional Budget Office has reiterated its support for
bringing Fannie Mae and Freddie Mac onto the federal budget -- and
onto the government books -- which would effectively mean
accounting for their operations in the federal budget as if they
were federal agencies.

The Journal relates the CBO said in a report, "Recent events
clearly indicate a strengthening of the federal government's
commitment to the obligations of Fannie Mae and Freddie Mac."

According to the Journal, the CBO pegged the government's total
costs of bailing out the two companies at $291 billion and said
the government's takeover could cost an additional $99 billion in
the coming decade.

Mr. Timiraos says the White House has resisted calls by
Republicans to bring Fannie's and Freddie's obligations onto the
government's books.

The Journal explains the White House projects costs equal to the
actual cash infusions that the Treasury injects into Fannie and
Freddie each quarter to keep them afloat.  That tab is currently
at $112 billion, the Journal says.  The CBO's estimate, as opposed
to the White House's, reflects the amount of taxpayer subsidy used
by Fannie and Freddie as a result of lower borrowing costs enabled
by their federal backing, the Journal relates.

According to the Journal, Assistant Treasury Secretary Michael
Barr said the administration had no plans to alter how it accounts
for Fannie and Freddie in the federal budget.

The Journal recalls that in September 2008, when the government
took over Fannie and Freddie through a legal process known as
conservatorship, the Bush administration cited the "temporary
nature of the arrangement" in opting against incorporating the
obligations of the companies into the federal budget.

"These are organisms that have now become a direct arm of the U.S.
government and I assume that people who are now buying these
securities are looking at them that way," the Journal quotes Sen.
Bob Corker (R., Tenn.), as saying in an interview.

                         About Freddie Mac

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

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

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

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

                        Conservatorship

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

                         About Fannie Mae

Fannie Mae -- http://www.fanniemae.com/-- is a government-
sponsored enterprise that was chartered by Congress in 1938.
Fannie Mae securitizes mortgage loans originated by lenders in the
primary mortgage market into mortgage-backed securities, which can
then be bought and sold in the secondary mortgage market.  Fannie
Mae also participates in the secondary mortgage market by
purchasing mortgage loans and mortgage-related securities,
including the Fannie Mae MBS, for its own mortgage portfolio.  In
addition, Fannie Mae makes other investments that increase the
supply of affordable housing.  Under its charter, Fannie Mae may
not lend money directly to consumers in the primary mortgage
market.  Although Fannie Mae is a corporation chartered by the
U.S. Congress, and although its conservator is a U.S. government
agency and Treasury owns its senior preferred stock and a warrant
to purchase its common stock, the U.S. government does not
guarantee its securities or other obligations.

                         Conservatorship

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


FREEDOM COMMS: JPMorgan Agrees to Extend Cash Collateral Access
---------------------------------------------------------------
Freedom Communications Holdings, Inc., et al., entered into
stipulation with JPMorgan Chase Bank, N.A., extending the
termination date of cash collateral until 11:59 p.m. (New York
City Time) on January 25, 2010.

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.


FREEDOM COMMUNICATIONS: Disclosure Statement Approved
-----------------------------------------------------
Freedom Communications Holdings Inc. and its units obtained
approval of the disclosure statement explaining their Chapter 11
plan of reorganization.

As a result, Freedom Communications may begin soliciting votes on
the Plan, which cuts $445 million from the Company's secured debt.
The Debtors are scheduled to present the Plan for confirmation on
March 9, 2010, at 10:00 a.m.  Objections are due March 1.

As reported by the TCR on Jan. 22, 2010, Freedom Communications
filed its joint Disclosure Statement and Plan of Reorganization,
which is supported by the agent bank for its secured lenders and
the Official Committee of Unsecured Creditors.

Under the new, joint Plan, the Company's secured debt would be
reduced from $770 million to $325 million, with the secured
lenders holding 100 percent of the common stock in the new
company. Additionally, the Plan provides that participants in the
Company's non-qualified pension program will have 70 percent of
their benefits reinstated, to be paid out according to the terms
of those pension plans. Further, a fund of $5.5 million will be
established for payment to trade creditors who participate in the
trade arrangement outlined in the Plan of Reorganization. For the
benefit of other general unsecured creditors, the Company will
establish a $14.5 million trust, which will also receive rights to
pursue certain litigation claims on the Company's behalf.

                   About Freedom Communications

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.


FREMONT GENERAL: M&M Plan Offers 100% Recovery for Unsec. Claims
----------------------------------------------------------------
John M. Mlynick and Audrey Mutchnik, parties-in-interest, filed
with the U.S. Bankruptcy Court for the Central District of
California an amended reorganization plan and disclosure statement
for Fremont General Corp.

M&M amended the proposed DS by the Official Committee of Equity
Holders in the Chapter 11 cases of the Debtors.

According to the Disclosure Statement, the Plan contemplates
simplifying the corporate structure of the Debtor and its
subsidiary, Fremont General Credit Corporation, and FGCC's unit,
Fremont Reorganizing Corporation by effecting a merger of assets
for the purpose of distribution to holders of allowed claims.

Under the Plan, general unsecured claims will recover 100% of
their $56.5 million claims.

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

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

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

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


FRESENIUS MEDICAL: Bank Debt Trades at 2% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Fresenius Medical
Care AG is a borrower traded in the secondary market at 97.70
cents-on-the-dollar during the week ended Friday, Jan. 22, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.60
percentage points from the previous week, The Journal relates.
The Company pays 150 basis points above LIBOR to borrow under the
facility.  The bank loan matures on M arch 31, 2013, and carries
Moody's Baa3 rating and Standard & Poor's BBB- rating.  The debt
is one of the biggest gainers and losers among 166 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Jan. 22.

Headquartered in Bad Hamburg, Germany, Fresenius Medical Care AG &
Co. KGaA -- http://www.fmc-ag.com/-- is a kidney dialysis
company, operating in both the field of dialysis products and the
field of dialysis services.  The Company's dialysis business is
vertically integrated, providing dialysis treatment at its own
dialysis clinics and supplying these clinics with a range of
products.  In addition, the Company sells dialysis products to
other dialysis service providers.  At December 31, 2008, it
provided dialysis treatment to 184,086 patients in 2,388 clinics
worldwide located in more than 30 countries.  In the United
States, it also performs clinical laboratory testing and provides
inpatient dialysis services and other services under contract to
hospitals.  During the year ended December 31, 2008, it provided
27.9 million dialysis treatments.  It also develops and
manufactures a range of equipments, systems and disposable
products, which it sells to customers in over 115 countries.


GATEWAY ETHANOL: Wants Access to Cash Collateral Until January 29
-----------------------------------------------------------------
Gateway Ethanol, LLC, asks the U.S. Bankruptcy Court for the
District of Kansas to approved a seventh amendment to the
stipulated final order authorizing Gateway Ethanol, LLC to:

   -- obtain secured postpetition financing from Dougherty
      Funding LLC; and

   -- grant security interests, superpriority claims and adequate
      protection to its secured lender.

The Debtor related that it was still unable to obtain unsecured
credit.

The Debtor relates that the DIP facility will be amended to extend
the termination date through January 29, 2010.  Due to a downward
adjustment in certain expenses, the Debtor only requires an
additional $2,500 in funds through January 29, 2010.

Pursuant to the amended DIP Facility, the DIP lender is prepared
to loan Debtor the additional $2,500 in funds, increasing the
maximum principal amount of the DIP Facility to $8,857,000.

As of the time of filing, the DIP Lender had not given its final
approval of the amendments to the DIP Facility.  However, Debtor
expects DIP lender approval by the time of the hearing on the
motion.

Pratt, Kansas-based Gateway Ethanol, LLC, operates an ethanol
plant that has a capacity of 55 million gallons a year, according
to Orion Ethanol's Web site.  The Company filed for bankruptcy
protection on October 5, 2008 (Bankr. D. Kans., Case No. 08-
22579.)  Laurence M. Frazen, Esq., Megan J. Redmond, Esq., and
Tammee E. McVey, Esq., at Bryan Cave, LLP, represent the Debtor in
its restructuring efforts.  In its schedules, the Debtor listed
total assets of $94,545,022, and total debts of $93,353,654.


GENERAL GROWTH: Creditors Committee Members Down to 9
-----------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, Diana G. Adams,
United States Trustee for Region 2, removed, on January 15, 2010,
Calyon New York Branch, and Capital Ventures International from
the list of creditors appointed to serve as members of the
Official Committee of Unsecured Creditors in General Growth
Properties, Inc., and its debtor-affiliates' Chapter 11 cases.

The existing members of the Committee are:

  -- Eurohypo AG, New York Branch;
  -- The Bank of New York Mellon Trust Co.;
  -- American High-Income Trust;
  -- Wilmington Trust;
  -- Taberna Capital Management, LLC;
  -- Macy's Inc.;
  -- Millard Mall Services, Inc.;
  -- General Electric Capital Corp.; and
  -- Fidelity Fixed Income Trust, Fidelity Strategic Real Return
     Fund and Fidelity Investments.

                  About General Growth Properties

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

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

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


GENERAL GROWTH: Plan Hearing for 10 Debtors on Feb. 16
------------------------------------------------------
Bankruptcy Judge Alan Gropper will convene a hearing on
February 16, 2010, with respect to confirmation of the Joint Plan
of Reorganization and final approval of the Disclosure Statement
as to 10 Plan Debtors.  The Plan Debtors subject to adjournment
are:

* Burlington Town Center II LLC
* GGP-Mall of Louisiana II, L.P.
* GGP-Mall of Louisiana, Inc.
* GGP-Mall of Louisiana, L.P.
* Mall of Louisiana Holding, Inc.
* Stonestown Shopping Center, L.P.
* Stonestown Shopping Center Holding L.L.C.
* Stonestown Shopping Center L.L.C.
* Land Trust No. FHB-TRES 200601
* Ward Plaza-Warehouse, LLC

                  About General Growth Properties

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

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

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


GENERAL GROWTH: Two Add'l Debtors Win Plan Confirmation
-------------------------------------------------------
Judge Allan L. Gropper of the United States Bankruptcy Court for
the Southern District of New York issued a formal order on
January 20, 2010, confirming the Joint Chapter 11 Plan of
Reorganization, and approving, on a final basis, the Disclosure
Statement as to VCK Business Trust and The Village of Cross Keys,
LLC.

The Village of Cross Keys, LLC, and VCK Business Trust were added
as proponents to the plan of other General Growth Properties
Inc.'s affiliates on January 19, 2010.

The Plan Debtors supplemented on January 19, 2010, the Disclosure
Statement accompanying the Joint Plan of Reorganization solely
with respect to The Village of Cross Keys, LLC and VCK Business
Trust.  The Amended Disclosure Statement reported these matters:

(1) the reorganization process of The Village of Cross Keys
    owned by VCK Business Trust and The Village of Cross Keys,
    LLC.  There will be no changes to VCK Business Trust and The
    Village of Cross Keys, LLC's ownership structure.
    Similarly, there will be no structure changes upon emergence
    with respect to The Village of Cross Keys.  A chart showing
    the reorganization process of The Village of Cross Keys is
    available for free at:

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

(2) the original coded organization chart, which depicts the
    current organizational structure of the GGP Group, as well
    as certain joint ventures in which the GGP Group holds
    ownership interests, was replaced.  A copy of the Chart is
    available for free at:

        http://bankrupt.com/misc/ggp_jan19codedorgchart.pdf

A full-text copy of the supplement to the Disclosure Statement is
available for free at http://bankrupt.com/misc/ggp_8thDSSupp.pdf

Judge Gropper approved the Disclosure Statement, as amended,
pursuant to Section 1125 of the Bankruptcy Code, as providing
holders of Claims entitled to vote on the Plan with adequate
information to make an informed decision as to whether to vote or
accept or reject the Plan in accordance with Section 1125(a)(1).

Judge Gropper further determined that the Disclosure Statement
provides holders of Claims and Interests and other parties-in-
interest with sufficient notice of the release, exculpation and
injunction provisions contained in the Plan, in satisfaction of
the requirements of Rule 3016(c) of the Federal Rules of
Bankruptcy Procedure.

                   Amended Financial Projections

The Plan Debtors also amended their financial projections to
indicate that the addition of The Village of Cross Keys, LLC and
VCK Business Trust has an immaterial impact on the aggregate
numbers and, thus, the numbers have not been revised.  If the Two
Plan Debtors are incorporated in the financial projections, the
emergence costs would increase by $1.2 million and the cash flow
difference would be about $1.4 million over the 12-month time
period, Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges LLP,
in New York, noted.

Ms. Goldstein further related that the Plan Debtors estimate that
the Emergence Costs are about $428 million.  Of the $428 million,
$319.8 million is associated with the mortgage and mezzanine debt
restructuring, including extension fees, servicer fees and
expenses, catch-up amortization payments, accrued interest, the
funding of certain escrows and other expenses.  Moreover,
$108.2 million is associated with distributions related to
prepetition claims against the Plan Debtors.  The Plan Debtors are
expected to fund these restructuring costs and Plan distributions
predominately from funds generated by the Plan Debtors since the
onset of their Chapter 11 cases, with additional support from
excess liquidity of GGP Limited Partnership.

Ms. Goldstein further noted that the Plan Debtors' cash flow in
2010 is estimated to be about $47.4 million less than their cash
needs, due primarily to the $150 million pay-down of the secured
debt on GGP Ala Moana L.L.C.'s property as negotiated as part of
the restructuring of that entity's property level secured loan.
General Growth Properties, Inc. expects to fund this shortfall
out of excess liquidity of GGP LP.  The Ala Moana pay-down also
can be deferred beyond 2010, she told the Court.

According to Ms. Goldstein, the consolidated cash forecast shows
that GGP has sufficient cash to fund the Emergence Costs of the
Plan Debtors as well as the estimated $47.4 million shortfall in
2010.  On a pro forma basis including all estimated Emergence
Costs and other payments required by the Plan, GGP projects it
will have $178.9 million in cash available at the end of 2010,
she added.

A table showing GGP's 13 Months Cash Forecast is available for
free at http://bankrupt.com/misc/ggp_jan19cashforecast.pdf

                        Amended Plan Exhibits

The Plan Debtors submitted to the Court on January 19, 2010,
amended exhibits to their Plan relating to The Village of Cross
Keys, LLC and VCK Business Trust.  The amended exhibits are:

  * a list of the Two Plan Debtors' officers and directors after
    the effective date of the Plan, available for free at:

        http://bankrupt.com/misc/ggp_2plandebofficers.pdf

  * a full-text copy of property-specific Exhibit "B" for The
    Village of Cross Keys property, available for free at:

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

  * a January 19, 2010 list of contracts to be assumed by the
    Two Plan Debtors, available for free at:

        http://bankrupt.com/misc/ggp_jan19contractslist.pdf

  * a list of two agreements that expired under the Plan,
    namely:

    -- a price schedule to a master agreement between VCK
       Business Trust and Constellation NewEnergy, Inc., and

    -- a equipment lease between VCK Business Trust and Impact
       Networking.

Moreover, Ms. Goldstein said that the Plan Debtors have no
employees, but are instead served by employees of certain
affiliates.  To the extent that any of the officers or directors
of the Plan Debtors are considered "insiders" under the
Bankruptcy Code, they are not separately compensated for serving
in that capacity, but will benefit from any applicable indemnity
to which the Plan Debtors are a party, she explained.

Judge Gerber confirmed the Plan, as amended, and each of its
provisions under Section 1129 of the Bankruptcy Code.  All
rulings and orders contained in the confirmation order dated
December 15, 2009 are adopted as the rulings and orders for this
confirmation order dated January 20, 2010, Judge Gropper said.

By prior specific agreement with certain surety companies, Judge
Gropper affirmed that the provision with respect to surety bonds
under the Plan will apply to the Two Plan Debtors.  The provision
states that unless specifically rejected by order of the
Bankruptcy Court, all of the Plan Debtors' surety bonds and any
related agreements, documents or instruments, will continue in
full force and effect.  Nothing contained in the Plan will
constitute or be deemed a waiver of any cause of action that the
Plan Debtors may hold against any entity, including the issuer of
the surety bond, under any of the Plan Debtors' surety bonds.

All objections, responses, statements and comments in opposition
to the Plan, including those raised at the confirmation hearing
on December 15, 2009, and the confirmation hearing on December 22,
2009, other than those withdrawn with prejudice in their entirety
prior to the confirmation hearing on January 20, 2010 or
otherwise resolved on the December 15 confirmation hearing or the
January 10 confirmation hearing, are overruled, Judge Gropper
averred.

A full-text copy of the Confirmation Order dated January 20,
2010, is available for free at:

          http://bankrupt.com/misc/ggp_Jan20ConfOrder.pdf

                  About General Growth Properties

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

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

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


GENERAL MOTORS: Belgium Plant Wind Down Announced
-------------------------------------------------
General Motors Company said Thursday that as Opel moves quickly on
its way towards a viable future, the company announced today the
intent to wind down its manufacturing plant in Antwerp, Belgium in
the course of 2010.

Opel will continue to engage in the official information and
consultation process with employee representatives regarding the
envisaged restructuring.

"We fully understand the effect this announcement has on the
Antwerp employees and their families and we sympathize with them,"
said Opel CEO Nick Reilly. "Many have been dedicated to the plant
over generations and have done an excellent job producing great
quality cars. The decision to announce this today, was not taken
lightly; instead, it is the unfortunate result of the current
business reality. We must make this announcement now so that we
can secure a viable future for the entire Opel and Vauxhall
operations."

The global economic crisis has led to a major downturn in the
automotive industry. The Western European car market in 2010 is
expected to be 1.5 million vehicles below 2009 levels and almost 4
million below its peak in 2007. It is not expected to return
anytime soon - if ever - to these peak levels, resulting in
significant overcapacity in general and at Opel in particular. To
ensure long-term sustainability for the company, Opel needs to
reduce capacity by approximately 20 percent.

In view of current capacity utilization at all European Opel and
Vauxhall plants, planned future product portfolio, timing
requirements and financial impact, winding down the Antwerp plant
would be the most logical approach for the company. If confirmed,
production would conclude in the next few months.

It is expected that the full restructuring plan, when completed,
will affect all Opel and Vauxhall production sites and entities
through such measures as capacity reductions, job redundancies and
labor cost reductions. More details will be announced in due time.

                        About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Must Comply With Audits, Says Texas Comptroller
---------------------------------------------------------------
The Texas comptroller's office has challenged a motion by Motors
Liquidation Corp. -- the liquidated remains of former General
Motors Corp. -- to mandate mediation to settle certain claims,
saying the proposal doesn't provide a legal means to resolve the
comptroller's $62 million tax audit claim against the debtor,
according to Law360.

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Sees 2010 China Sales to Exceed 2-Mil. Units
------------------------------------------------------------
Dow Jones Newswires reports Kevin Wale, president and managing
director of General Motors Co. China Group, said Saturday GM
expects to sell more than two million units in China this year.

According to Dow Jones Newswires, Mr. Wale said he expects GM's
sales in China to increase faster than the overall Chinese market,
which he believes will rise 10% to 15% this year from a year
earlier.

Dow Jones Newswires relates GM's sales in China soared 67% in 2009
from a year earlier to 1.83 million units, boosted by government
measures including a purchase-tax cut for small vehicles.
According to Dow Jones Newswires, analysts say the incentives may
have simply pulled forward demand from this year and have forecast
a slowdown in sales for 2010 in the overall market.

Dow Jones Newswires reports Mr. Wale said he expects sales at GM's
mini commercial vehicle joint venture, SAIC-GM-Wuling Automobile
Co., to continue to increase this year.   The joint venture will
launch new models this year, he said without elaborating,
according to Dow Jones.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Court Extends Plan Filing Deadline Until May 27
---------------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York grants Motors Liquidation Company, formerly
known as General Motors Corp., a four-month extension of its
exclusive periods to file and solicit acceptances of a plan of
reorganization.  Judge Gerber extends the Debtors' plan filing
deadline through May 27 and the Debtors' solicitation deadline
through July 27.  This is the second extension of GM's exclusive
periods.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GMAC INC: Fitch Upgrades Long-Term Issuer Default Ratings to 'B'
----------------------------------------------------------------
Fitch Ratings has upgraded GMAC Inc.'s long-term and short-term
Issuer Default Ratings to 'B' and 'B', respectively and assigned a
Positive Rating Outlook.

The upgrade follows recent actions by GMAC to address regulatory
capital issues and further mitigate future volatility in its
residential mortgage business.  As to recent capital actions, GMAC
has addressed the capital shortfall identified through the
Supervisory Capital Assessment Program, with the U.S. Treasury
agreeing to convert its preferred investment in GMAC into common
equity plus with an additional $3.8 billion of mandatory
convertible preferred.  With this conversion, Treasury is now a
56% shareholder of GMAC.  GMAC also improved the capital positions
of Ally Bank and Residential Capital LLC.  In Fitch's opinion,
these capital efforts provide further cushion and flexibility to
address the mortgage business in an orderly manner.  In assessing
GMAC's overall capital, Fitch focused mainly on the company's
ability to remain in compliance with regulatory capital
requirements as these are the most operative targets of the
company.  In that regard, Fitch anticipates that GMAC will remain
above the 15% total risk-based capital requirement, even factoring
in the adoption of FAS 166 and 167, which require consolidation of
off-balance sheet vehicles.

Concurrent with the capital actions, GMAC took significant write-
downs on mortgage-related assets and classified a large portion as
held-for-sale.  As such, Fitch believes future volatility
emanating from GMAC's residential mortgage business will be
significantly lower, particularly given the continued contraction
of mortgage loans, which were approximately $28 billion at
Sept. 30, 2009.

While the upgrade primarily reflects GMAC's more strategic
actions, Fitch also incorporated the company's improved funding
profile and manageable credit quality in its core automotive
finance business.  GMAC's funding has improved as a result of its
ability to fund a greater portion of its business through Ally
Bank, providing the company with a more stable and cost-effective
source of funds.  Fitch's assessment of asset quality principally
focused on the automotive finance business as this is considered a
core part of the company.  While GMAC is not immune to the
challenges of the weak economy, Fitch considers the company's
automotive credit quality to be manageable.

As GMAC is now a bank holding company with a sizable bank, Fitch
has assigned Support and Individual Ratings.  Fitch assigned a '4'
Support rating which reflects the sizable government support of
the company to date; however, it is offset by the view that the
Treasury investment is not considered to be long-term as this
could be replaced by third party capital.  Thus while near-term
support for the company appears strong, long-term support is less
certain.  Importantly, the '4' Support rating results in Fitch
establishing a long-term IDR rating floor of 'B', i.e. Fitch would
not likely downgrade the rating below 'B' based on this view of
support.  Along with the Support rating, Fitch has assigned a 'D'
Individual rating to GMAC.  A 'D' Individual rating implies a bank
that has weaknesses regarding its profitability and balance sheet
integrity, franchise, operating environment or prospects.

The Positive Outlook reflects the view that GMAC's IDR is already
at Fitch's Support Floor and thus has limited downside risk.  Also
reflected is the possibility that, to the extent GMAC is able to
further mitigate its exposure to residential mortgage assets and
demonstrate and maintain core profitability, the company's ratings
could be raised from their current levels.

The ratings on foreign subsidiaries principally reflect the
irrevocable and unconditional guarantee from GMAC.

Fitch upgrades these ratings and assigns a Positive Outlook:

GMAC Inc.
GMAC International Finance B.V.
GMAC Bank GmbH
General Motors Acceptance of Canada Limited

  -- Long-term IDR to 'B' from 'RD';
  -- Senior Unsecured to 'B/RR4' from 'CC'.

General Motors Acceptance Corp. (N.Z.) Ltd.
General Motors Acceptance Corporation, Australia

  -- Long-term IDR to 'B' from 'RD'

Fitch upgrades these ratings:

GMAC Inc.
GMAC International Finance B.V.
General Motors Acceptance Corp. (UK) Plc
GMAC Australia (Finance) Ltd
GMAC Bank GmbH
General Motors Acceptance of Canada Limited
General Motors Acceptance Corp. (N.Z.) Ltd.
General Motors Acceptance Corporation, Australia

  -- Short-term IDR to 'B' from 'C';
  -- Short-term debt to 'B' from 'C'.

Fitch assigns these ratings:

GMAC Inc.

  -- Individual 'D';
  -- Support '4';
  -- Support Floor 'B'.

Fitch affirms these ratings:

GMAC Inc.

  -- Long-term FDIC guaranteed debt at 'AAA';
  -- Short-term FDIC guaranteed debt at 'F1+'.


GREEKTOWN HOLDINGS: Reports $28.3MM Revenues for Dec. to MGCB
-------------------------------------------------------------
The Michigan Gaming Control Board stated in its Web site that
Greektown Casino's aggregated adjusted revenues for December 2009
is $28,322,131.  Of this revenue, Greektown Casino's state
wagering tax is $3,426,977.

The Gaming Board also released the December 2009 revenues of two
other Detroit casinos, MGM Grand Detroit and MotorCity Casino.
The Board notes that MGM Grand Detroit earned $47,100,645 in
December 2009 and MotorCity Casino had $34,374,824 in revenues
for the same period.

                      About Greektown Casino

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

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

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

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


GULFSTREAM CRANE: U.S. Trustee Won't Form Creditors Committee
-------------------------------------------------------------
The Office of the U.S. Trustee for Region 21 notified the U.S.
Bankruptcy Court for the Southern District of Florida that, until
further notice, it will not appoint an official committee of
unsecured creditors in the Chapter 11 case of Gulfstream Crane,
LLC.

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

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


HSH DELAWARE: Files for Chapter 11 in Wilmington
------------------------------------------------
HSH Delaware GP LLC and six affiliated partnerships filed for
bankruptcy protection on January 21 before the U.S. Bankruptcy
Court for the District of Delaware (Case No. 10-10187).

Michael Bathon at Bloomberg News says HSH, based in Wilmington,
Delaware, listed as much as $500 million in both assets and debt
in Chapter 11 documents filed in Bankruptcy Court.  According to
Reuters, people familiar with the bankruptcy said the partnerships
had total assets of $680 million.

As reported by the Troubled Company Reporter on September 9, 2009,
creditors with claims aggregating $27.8 million filed a petition
to send affiliate HSH Delaware LP to Chapter 7 liquidation (Bankr.
D. Del. Case No. 09-13145).  Commerzbank AG, Lloyds TSB Bank Plc,
ABN Amro Bank NV, Calyon, Royal Bank of Scotland Plc and
Landsbanki Islands HF filed the involuntary Chapter 7 petition.

According to Reuters, nine partnerships were created in 2006 to
buy a 26% stake in HSH Nordbank AG, the world's largest shipping
financier, from WestLB AG for about 1.25 billion euros ($1.76
billion).  Reuters says the partnerships received unsecured term
and revolving loans of EUR375 million from ABN AMRO bank to fund
the purchase of HSH Nordbank shares.

J.C. Flowers & Co. advised HSH and its affiliates on the purchase.
HSH and its affiliates' beneficiaries are primarily investors in
J.C. Flowers Fund II, Bloomberg says, citing court documents.

According to Reuters, JC Flowers chief financial officer, Daniel
Katsikas, said the bankruptcy will give the partnerships
"breathing room" to work out a plan to restructure their debt
while preventing a foreclosure on their holdings of HSH Nordbank
shares, according to court documents.  If seized, the shares would
likely be sold at "fire-sale prices," the filing said, Reuters
relates.

Reuters says at the first bankruptcy hearing, scheduled for
Friday, lawyers for the partnerships would ask that the three
Chapter 7 cases be converted to voluntary Chapter 11 cases,
according to court documents.

JC Flowers did not immediately return a call for comment, Reuters
says.

Bloomberg, citing court papers, relates HSH Nordbank was
recapitalized in July 2009 with more than $4 billion in capital
and more than $14 billion in guarantees from Schleswig-Holstein
and Hamburg, which own most of the bank's shares.  HSH believes
"the value of the HSH Nordbank stock will continue to rebound as
the global market crisis eases," and the bank works to stabilize
its business, which will benefit all stakeholders in the case.


I & C PROPERTY: Section 341(a) Meeting Set for Feb. 5
-----------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Industry
I & C Property Management, Inc.'s creditors on February 19, 2010,
at 3:30 p.m. at U.S. Courthouse, 299 E Broward Boulevard #411,
Fort Lauderdale, FL 33301.

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.

Oakland Park, Florida-based I & C Property Management, Inc., filed
for Chapter 11 bankruptcy protection on January 12, 2010 (Bankr.
S.D. Fla. Case No. 10-10539).  David Marshall Brown, Esq., who has
an office in Fort Lauderdale, Florida, assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $100,001 to $500,000 in liabilities.


INDEPENDENCE FEDERAL: Receives NASDAQ Non-Compliance Notice
-----------------------------------------------------------
Independence Federal Savings Bank disclosed that on January 14,
2010, the Bank received a letter from the NASDAQ Stock Market
notifying the Bank that, for the last 30 consecutive business
days, the Bank's common stock has not maintained a market value of
publicly held shares of at least $1.0 million, the minimum
required for continued listing on the NASDAQ Capital Market per
NASDAQ Listing Rule 5550(a)(5).  For purposes of the NASDAQ
Listing Rules, "publicly held shares" exclude shares held directly
or indirectly by an officer, director or any person who is the
beneficial owner of more than ten percent of total shares
outstanding.

NASDAQ has provided the Bank with a grace period of 90 calendar
days, or until April 14, 2010, to regain compliance with Listing
Rule 5550(a)(5).  NASDAQ informed the Bank that if at any time
during the 90-day grace period the market value of the Bank's
publicly held shares closes at or above $1.0 million for at least
ten consecutive business days, NASDAQ will confirm that the Bank
has regained compliance with Listing Rule 5550(a)(5).  NASDAQ also
informed the Bank that if the Bank does not regain compliance with
Listing Rule 5550(a)(5) prior to the expiration of the 90-day
grace period, NASDAQ will notify the Bank that its common stock is
subject to delisting.  No assurance can be given that the Bank
will be able to regain compliance with Rule 5550(a)(5) within the
90-day grace period.  In the event the Bank's common stock is
delisted from the NASDAQ Capital Market, the Bank's common stock
could be quoted on the OTC Bulletin Board, provided that one or
more market makers receive clearance from the Financial Industry
Regulatory Authority to quote the Bank's common stock, or in the
Pink Sheets.  No assurance can be give that a market maker would
seek to provide quotations for the Bank's common stock on the OTS
Bulletin Board or in the Pink Sheets, or that any required
clearances or other approvals would be obtained.

           About Independence Federal Savings Bank

Independence Federal Savings Bank was chartered in 1968.  The Bank
became a publicly traded company in 1985.  Headquartered in
Washington, D.C., the Bank has two office locations in the
District of Columbia and two in Maryland (Chevy Chase and Silver
Spring).  As of September 30, 2009, Independence Federal had total
assets of approximately $167.5 million.


INDUSTRY WEST: Section 341(a) Meeting Set for Feb. 5
----------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Industry
West Commerce Center, LLC's creditors on February 5, 2010, at 1:30
p.m. at Office of the U.S. Trustee, 777 Sonoma Ave. #116, Santa
Rosa, CA 95404.

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.

Santa Rosa, California-based Industry West Commerce Center, LLC, a
California limited liability company, filed for Chapter 11
bankruptcy protection on January 14, 2010 (Bankr. N.D. Calif. Case
No. 10-10088).  John H. MacConaghy, Esq., at MacConaghy and
Barnier, 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.


INTERGRAPH CORPORATION: COADE Deal Won't Affect Moody's B1 Rating
-----------------------------------------------------------------
Moody's commented that Intergraph's ratings and stable outlook
will not be affected by its announcement that it has acquired
COADE Holdings, Inc.  Intergraph has a B1 corporate family rating,
a Ba3 senior secured first lien term loan and revolving credit
facility rating, and a B3 second lien term loan rating.

The last rating action was on September 18, 2009, when Moody's
raised the corporate family rating of Intergraph Corporation to B1
from B2 due to continued improvement in profitability, free cash
flow, and reduction in leverage.

Intergraph is a leading provider of spatial information management
software and systems with revenues of $767 million for last twelve
months ended September 30, 2009.  Headquartered in Huntsville,
Alabama, Intergraph was acquired by a consortium of private equity
buyers for $1.3 billion in 2006.


ISLE OF CAPRI: Bank Debt Trades at 1% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Isle of Capri
Casinos, Inc., is a borrower traded in the secondary market at
98.90 cents-on-the-dollar during the week ended Friday, Jan. 22,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 4.40 percentage points from the previous week, The Journal
relates.  The Company pays 175 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Dec. 19, 2013, and
carries Moody's B1 rating and Standard & Poor's B+ rating.  The
debt is one of the biggest gainers and losers among 166 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Jan. 22.

Isle of Capri Casinos, Inc., located in Saint Louis, Missourri,
owns and operates 18 casino properties throughout the U.S.  The
company also has international gaming interests in the Grand
Bahamas and England.  Net revenue for the 12-month period ended
Oct. 26, 2008, was about $1.1 billion.


JACOBS FINANCIAL: Posts $714,000 Net Loss in November 30 Quarter
----------------------------------------------------------------
Jacobs Financial Group, Inc. reported a net loss attributable to
common stockholders of $713,937 on total revenues of $345,587 for
the three months ended November 30, 2009, compared to a net loss
attributable to common stockholders of $749,809 on total revenues
of $292,726 for the corresponding period of fiscal 2009.

For the six months ended November 30, 2009, the Company reported a
net loss attributable to common stockholders of $1,656,879 on
total revenues of $701,310, as compared to a net loss attributable
to common stockholders of $1,635,836 on total revenues of $578,441
for the corresponding period of the previous fiscal period.

                          Balance Sheet

At November 30, 2009, the Company's consolidated balance sheets
showed $7,174,637 in total assets and $12,754,176 in total
liabilities, resulting in a $8,516,283 shareholders' deficit.

A full-text copy of the Company's quarterly report on Form 10-Q is
available for free at http://researcharchives.com/t/s?4dc4

                       Going Concern Doubt

"The Company  incurred  operating  losses  (after  accretion  of
mandatorily redeemable convertible preferred stock, including
accrued dividends) of approximately $3,058,000 and $3,333,000 for
the years ended May 31, 2009, and 2008, and has incurred losses of
approximately $714,000 and $1,657,000 for the three and six month
periods ended November 30, 2009.  Losses are expected to
continue until the Company's insurance company subsidiary, First
Surety Corporation ("FSC") develops substantial business.  While
improvement is anticipated as the business plan is implemented,
restrictions on the use of FSC's assets, the Company's significant
deficiency in working capital and stockholders' equity raise
substantial doubt about the Company's ability to continue as a
going concern."

                      About Jacobs Financial

Jacobs Financial Group, Inc. (OTC Bulletin Board: JFGI) is a
Charleston, West Virginia-based holding company for First Surety
Corporation, a West Virginia domiciled  surety, Triangle Surety
Agency, an insurance agency that specializes in coal reclamation
surety bonds, and Jacobs & Company, a registered investment
advisor.


JAPAN AIRLINES: CDO Ratings Not Affected by Bankruptcy, Fitch Says
------------------------------------------------------------------
The bankruptcy filing by Japan Airlines Corp. (JAL) will not
impact the ratings of corporate synthetic collateralized debt
obligations (CDOs), according to Fitch Ratings.

JAL is referenced globally in one Fitch-rated synthetic CDO out of
a total global universe of 270 corporate synthetic CDOs. Exposure
to JAL in these transactions is limited due to a combination of
JAL's speculative credit grade and minimal exposure to high yield
corporate credits from the Asia-Pacific region within Fitch-rated
synthetic CDOs.  Additionally, the Fitch-rated transaction with
JAL exposure is a single-tranche CDO with a distressed rating that
is unlikely to be affected by a loss following JAL's credit event
settlement, given its exposure to JAL is less than 1%.

Investment-grade ratings on corporate synthetic CDOs are largely
expected to be stable through 2010. However, further downgrades
are expected in lower rating categories.  Further defaults or
credit events are expected to erode the thin remaining credit
protection for non-investment-grade tranches, resulting in an
increasing number of 'CCC' and below rated tranches defaulting.

Fitch will continue to carefully monitor underlying corporate
credit migration in Fitch-rated CDOs.  If losses are projected to
exceed expectations, Fitch will take rating action accordingly.

                           About JAL

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services.  The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

                         *     *     *

Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court.  The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.

Japan Airlines Corp. filed for reorganization January 19 in the
Tokyo District Court and filed a Chapter 15 petition in New York
(Bankr. S.D.N.Y. Case No. 10-10198).  The Company said debt is
$28 billion.

Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News.  The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


JAPAN AIRLINES: Delta & SkyTeam to Provide Support
--------------------------------------------------
Delta Air Lines and SkyTeam issued the following statement in
response to the announcement that Japan Airlines (JAL) has entered
into court-led financial restructuring under the guidance of the
Enterprise Turnaround Initiative Corporation of Japan (ETIC).

"Delta and SkyTeam fully support Japan Airlines and stand ready to
provide assistance and support in any way possible.  Delta fully
expects that JAL, with the support of ETIC, will be successful in
its restructuring and return the airline to a position of
prominence. Delta went through a similar restructuring process,
and as a result emerged in 2007 as one of the most
financially sound and the world's largest airline.

"JAL customers should continue to book their travel on the
flagship carrier of Japan as they will not notice any impact to
service as a result of the restructuring.

"Delta has been in discussion with JAL in hopes of forming a
strategic SkyTeam partnership that would provide significant
benefits for JAL and all of its stakeholders."

SkyTeam members include Aeroflot, Aeromexico, Air France,
Alitalia, China Southern, Czech Airlines, Delta Air Lines, KLM
Royal Dutch Airlines, Korean Air and associate members Air Europa
and Kenya Airways.

                           About JAL

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services.  The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

                         *     *     *

Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court.  The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.

Japan Airlines Corp. filed for reorganization January 19 in the
Tokyo District Court and filed a Chapter 15 petition in New York
(Bankr. S.D.N.Y. Case No. 10-10198).  The Company said debt is
$28 billion.

Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News.  The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


JAPAN AIRLINES: Failure Cues Sojitz's JPY15 Bil. Loss
-----------------------------------------------------
Sojitz Corporation plans to record a loss on revaluation of
securities for its holdings of Japan Airlines Corporation (JAL)
type A preferred shares for the third quarter, ended December 31,
2009, of the fiscal year ending March 31, 2010, the company said
in a statement.  The need to record the loss arose because JAL
initiated reorganization procedures in the Tokyo District Court on
January 19, 2010.

Sojitz said it held 15,000 million yen (book value) in preferred
shares of JAL at the end of third quarter.  Sojitz plans to record
a valuation loss equal to the entire value of these preferred
shares under extraordinary losses.

Sojitz is currently examining the impact on its consolidated and
nonconsolidated forecasts for the fiscal year ending March 31,
2010.  An announcement will be made promptly if any revisions are
needed, the company said.

                           About JAL

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services.  The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

                         *     *     *

Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court.  The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.

Japan Airlines Corp. filed for reorganization January 19 in the
Tokyo District Court and filed a Chapter 15 petition in New York
(Bankr. S.D.N.Y. Case No. 10-10198).  The Company said debt is
$28 billion.

Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News.  The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


JAPAN AIRLINES: Issuer & Debt Ratings Revised by S&P to 'D'
-----------------------------------------------------------
Standard & Poor's Ratings Services revised to 'D' from 'SD' its
long-term corporate credit ratings on Japan Airlines Corp.  (JAL)
and Japan Airlines International Co. Ltd., JAL's wholly owned
subsidiary.  Standard & Poor's also lowered its senior unsecured
debt ratings on the companies to 'D' from 'CC' and removed the
ratings from CreditWatch, where they were placed with negative
implications on January 13, 2010.  These rating actions follow
today's filing by the companies with the Tokyo District Court
under the Corporate Reorganization Act.  The debt ratings were
placed on CreditWatch with negative implications on September 18,
2009, and the placement was maintained after downgrades on October
16 and November 4.  On November 13, 2009, the ratings were lowered
again and placed on CreditWatch, this time with developing
implications.

On January 13, 2010, the ratings were lowered, and the CreditWatch
status was revised to negative.  The debt issued by JAL is
guaranteed by Japan Airlines International.

JAL will likely finalize its reorganization plan in about six
months, with the full support of the Enterprise Turnaround
Initiative Corporation of Japan (ETIC).  When JAL's reorganization
plan is approved, Standard & Poor's will review its ratings on
both companies based on the group's debt servicing
ability.  As part of this process Standard & Poor's will closely
examine passenger revenue projections, the feasibility of plans to
reduce personnel numbers, fuel and other costs, and financing
plans.

                           About JAL

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services.  The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

                         *     *     *

Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court.  The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.

Japan Airlines Corp. filed for reorganization January 19 in the
Tokyo District Court and filed a Chapter 15 petition in New York
(Bankr. S.D.N.Y. Case No. 10-10198).  The Company said debt is
$28 billion.

Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News.  The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


JAPAN AIRLINES: Position in Oneworld Not Affected by Bankruptcy
---------------------------------------------------------------
neworld(R) said on its Web site that Japan Airlines Corp.'s
position in the alliance is unaffected by the announcement that
the airline is to operate under Japanese Corporate Reorganization
proceedings.

The state body overseeing its restructuring, the Enterprise
Turnaround Initiative Corporation (ETIC), has confirmed also today
its support to JAL, stressing that it is business as usual for the
airline commercially and operationally during its restructuring,
oneworld(R) relates.

According to oneworld(R), this includes its agreements and co-
operation with partners.  So the airline continues to offer full
oneworld services and benefits, and tickets for flights on JAL and
its frequent flyer arrangements are unaffected, with JAL
reassuring its passengers that they will continue to receive the
same high levels of service and safety.

oneworld(R) and its other member airlines have offered JAL all
possible support through these difficult times and into the
future, oneworld(R) adds.

oneworld(R) says it remains convinced that its proposals for JAL
are vastly superior in every respect to any alliance alternative
available to the airline - including commercial benefits totaling
US$2 billion over three years.   This would provide JAL, its
employees and customers, and the government and taxpayers of
Japan, with the greatest long-term value at the lowest risk,
bringing stability and certainty to the airline at a time when it
is most needed.

                           About JAL

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services.  The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

                         *     *     *

Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court.  The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.

Japan Airlines Corp. filed for reorganization January 19 in the
Tokyo District Court and filed a Chapter 15 petition in New York
(Bankr. S.D.N.Y. Case No. 10-10198).  The Company said debt is
$28 billion.

Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News.  The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


JC FLOWERS: Controlled Funds Convert Ch. 7 to Ch. 11
----------------------------------------------------
Law360 reports that three investment funds managed by J.C. Flowers
& Co. LLC succeeded on Friday in having their involuntary Chapter
7 cases converted to a Chapter 11 case, a day after six more
related funds filed for bankruptcy.

Based in New York City, J.C. Flowers & Co. is a private equity
investment firm, focused on investments in the financial services
sector.


JERK MACHINE: "Bull$%" Remark Costs Lawyer 34% of His Fees
----------------------------------------------------------
WestLaw reports that a reduction in the amount of the attorney
fees requested by a debtor's counsel in the debtor's fraudulent
transfer action against a bank was warranted, such that counsel
would be awarded 66% of the fees requested, since the conduct of
the debtor's counsel and the quality of their submissions lacked
the caliber of professionalism customary in federal litigation.
This made the blended hourly rate of $251.57 for 181.9 hours of
work excessive.  In re Jerk Machine, Inc., --- B.R. ----, 2010 WL
17037 (Bankr. S.D. Fla.) (Olson, J.).

Jerk Machine, Inc., sued (Bankr. S.D. Fla. Adv. Pro. No. 08-1591)
Bank of America, N.A., asserting fraudulent transfer claims.  Bank
of America didn't win the lawsuit, but interposed an objection to
the Debtor's lawyer's fee application as it related to prosecuting
the fraudulent transfer litigation.  The Honorable John K. Olson
rejected BofA's argument that because Jerk Machine did not plead
attorneys' fees in its First Amended Complaint, this constitutes a
waiver of the claim for attorneys' fees under Florida law.  Judge
Olson did, however, cut the debtor's lawyer's fees by 34% based on
his conduct.  Among other offenses, Judge Olson relates that
"[d]uring opening remarks by counsel for Bank of America, counsel
for Jerk Machine coughed the word 'Bull$%' into the counsel table
microphone," describing the scene as "reminiscent of the
Interfraternity Disciplinary Council hearing in National Lampoon's
Animal House."

Miguel M. Cordano, Esq., in Miami, Fla., represented Bank of
America in this matter.

Located in Fort Lauderdale, Fla., Jerk Machine, Inc. --
http://www.jerkmachine.com/-- sells Jamaican food.  Jerk Machine
sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 08-21962)
on Aug. 22, 2008.  The Debtor is represented by David Marshall
Brown, Esq., in Fort Lauderdale.  At the time of the filing, the
Debtor disclosed $3,274,979 in assets and $4,061,768 in
liabilities.


LAS VEGAS MONORAIL: February 17 Hearing on Case Dismissal Plea
--------------------------------------------------------------
Ambac Assurance Corporation and Wells Fargo Bank, N.A., have asked
the U.S. Bankruptcy Court for the District of Nevada to dismiss
Las Vegas Monorail Company's Chapter 11 bankruptcy case.

Ambac claims that the Debtor is a municipality, and that a
municipality can't be a Chapter 11 debtor.

According to Ambac, the Debtor certified and agreed in connection
with issuance of the Bonds that it is an "instrumentality of the
State of Nevada" and "controlled by the Governor of the State of
Nevada," and that it is "controlled by the governor."  The was
organized to acquire and operate the Monorail for the public
benefit and to issue bonds, payable out of the revenues derived
from Las Vegas Monorail, to pursue such a public purpose.

Wells Fargo says that if the Debtor convinces the Nevada
legislature to grant it authority to file a Chapter 9 case, it can
restructure its debt under the authority of the Court.  Otherwise,
the Debtor "will need to do so consensually," Wells Fargo states.
According to Wells Fargo, this matters to the trustee because
Congress intended for holders of government-issued bonds to have
special protections and rights in any bankruptcy case filed by an
entity like LVMC, including:

     -- the automatic stay does not apply to application of
        pledged special revenues;

     -- payments to or for the benefit of bondholders may not be
        avoided; and

     -- security interests in special revenues acquired by the
        debtor postpetition remain effective.

The Court has set a February 17, 2010 hearing on the proposal.

Ambac has made payments under its Municipal Bond Insurance Policy
Number 17548BE, dated September 20, 2000 or Surety Bond No.
SB1080BE in the aggregate amount of $20,532,771.15 due to the
Debtor's 's failure to pay required installments of interest on
the 1st Tier Bonds as and when due under the Financing Agreement
and the Senior Indenture.  If the Debtor never makes another
payment on the 1st Tier Bonds, then Ambac estimates that its total
exposure under the Policy and Surety will be approximately
$1,163,435,771.15.  Ambac is represented by Mcdermott Will & Emery
LLP and Fennemore Craig, P.C.

Wells Fargo is the trustee under a senior indenture dated
September 1, 2000.  It is represented by Lewis And Roca LLP.

Las Vegas, Nevada-based Las Vegas Monorail Company, organized by
the State of Nevada in 2000 as a nonprofit corporation, owns and
manages the Las Vegas Monorail.  The Monorail is a seven-stop,
elevated train system that travels along a 3.9-mile route near the
Las Vegas Strip.  LVMC has contracted with Bombardier Transit
Corporation to operate the Monorail.  Though it benefits from its
tax-exempt status due to being a nonprofit entity, LVMC claims to
be the first privately-owned public transportation system in the
nation to be funded solely by fares and advertising.  LVMC says it
receives no governmental financial support or subsidies.

The Company filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. D. Nev. Case No. 10-10464).  Gerald M.
Gordon, Esq., at Gordon Silver, assists the Company in its
restructuring effort.  Alvarez & Marsal North America, LLC, is the
Debtor's financial advisor.  Stradling Yocca Carlson & Rauth is
the Debtor's special bond counsel.  Jones Vargas is the Debtor's
special corporate counsel.  The Company listed $10,000,001 to
$50,000,000 in assets and $500,000,001 to $1,000,000,000 in
liabilities.


LAS VEGAS MONORAIL: Section 341(a) Meeting Set for Feb. 18
----------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Las Vegas
Monorail Company's creditors on February 18, 2010, at 4:00 p.m. at
300 Las Vegas Boulevard, South, Room 1500, Las Vegas, NV 89101.

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.

Las Vegas, Nevada-based Las Vegas Monorail Company, organized by
the State of Nevada in 2000 as a nonprofit corporation, owns and
manages the Las Vegas Monorail.  The Monorail is a seven-stop,
elevated train system that travels along a 3.9-mile route near the
Las Vegas Strip.  LVMC has contracted with Bombardier Transit
Corporation to operate the Monorail.  Though it benefits from its
tax-exempt status due to being a nonprofit entity, LVMC claims to
be the first privately-owned public transportation system in the
nation to be funded solely by fares and advertising.  LVMC says it
receives no governmental financial support or subsidies.

The Company filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. D. Nev. Case No. 10-10464).  Gerald M.
Gordon, Esq., at Gordon Silver, assists the Company in its
restructuring effort.  Alvarez & Marsal North America, LLC, is the
Debtor's financial advisor.  Stradling Yocca Carlson & Rauth is
the Debtor's special bond counsel.  Jones Vargas is the Debtor's
special corporate counsel.  The Company listed $10,000,001 to
$50,000,000 in assets and $500,000,001 to $1,000,000,000 in
liabilities.


LEHMAN BROTHERS: Linklaters Advised PwC on Claim Resolution Pact
----------------------------------------------------------------
Linklaters has advised PricewaterhouseCoopers LLP, administrators
to Lehman Brothers International (Europe), on the Claim Resolution
Agreement, the new process by which client assets can start to be
returned.  It was announced late December that the CRA has become
unconditional, having received the support of more than 90% of
affected clients.

The CRA is a multilateral contract between LBIE and its clients
which governs the basis on which assets can be returned.  Under
these arrangements the administrators expect to return more
than $11bn of client assets.

The CRA replaces the originally proposed Scheme of Arrangement,
which was blocked by the Court of Appeal, without delay and was
accepted by an overwhelming majority of affected clients at first
showing.

David Ereira, banking partner at Linklaters who has led the
team working on the development of the CRA, commented, "We are
very pleased to have been able to advise the administrators on
this hugely innovative transaction, which enables the
administrators to return such a significant amount of client
assets."

"The CRA has addressed many of the issues now being grappled with
by the government in their proposed reforms in the insolvency of
investment firms without the need to change the law and will
result in a speedier resolution than may be achieved in other
jurisdictions where other Lehman insolvencies are going on."

The Linklaters team working on first the Scheme of Arrangement and
then the CRA drew upon the expertise of people across the firm who
have been involved in the administration.  In addition to the
firm's banking and restructuring & insolvency experts, it included
the debt structured products team (who undertook the detailed
review of Lehman's contracts); the financial regulation group (who
have been advising on all the market facing and regulatory aspects
of the insolvency); the corporate practice; and the dispute
resolution team.

Partners included David Ereira, Michael Voisin, Stephen Fletcher,
Pauline Ashall, Mark Kingstone and Nick Porter.  Associates
included Marcus Au Yeung, Jon Branch, Harpal Dhillon, Fionnghuala
Griggs, Patricia Ho, Fiona Houston, Jacqueline Ingram, Clare
Merrifield, James O'Connell, Susan Roscoe and Aisling Zarraga.

                       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: Wants to Expose Unreasonable Claims
----------------------------------------------------
Lehman Brothers Holdings Inc. wants to have large banks
persisting with their "outrageously unreasonable" claims to
explain them in court, according to a January 12 report by
Financial Times.

"There are some banks whose claims are outrageously unreasonable,
but if we have to, we plan to bring these claimants in front of
the judge to argue why this claim is not warranted, and by doing
so persuade the other claimants to be more reasonable," Financial
Times quoted Mr. Marsal as saying.

The banks were counterparties with LBHI, which were allowed to
terminate their derivatives trades following LBHI's bankruptcy
filing and to use provisions under the International Swaps and
Derivatives Association contract for calculation of damages.

In the week before LBHI filed for bankruptcy, it was reportedly
owed $2.3 billion by the counterparties to trades.  Three weeks
later, they claimed they were owed $25 billion plus guaranteed
claims of $25 billion by LBHI, Financial Times reported.

"How does that make sense?" asked Daniel Ehrmann, co-head of
derivatives at LBHI and a managing director of Alvarez & Marsal,
the firm employed by LBHI in connection with its restructuring.

While LBHI's representatives do not believe banks acted contrary
to the contracts, they believe some used the ISDA contracts to
support theoretical losses as opposed to actual losses, Financial
Times reported.

                       About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEVEL 3 COMMS: Receives Consents for Unit's 12.25% Senior Notes
---------------------------------------------------------------
Level 3 Communications, Inc. announced that, as part of Level 3
Financing, Inc.'s previously announced tender offer and consent
solicitation for its 12.25% Senior Notes due 2013, as of
5:00 p.m., New York City time, on Jan. 19, 2010, Level 3
Financing, Inc., had received valid consents from the holders of
substantially all of the outstanding 12.25% Notes to amend the
indenture relating to the 12.25% Notes to eliminate substantially
all of the covenants and certain events of default and related
provisions contained in the indenture.  As of the Consent Time,
holders of 12.25% Notes (or $546,882,000 aggregate principal
amount) had tendered notes in the tender offer and consented to
the indenture amendments.

In connection with the tender offer and consent solicitation, on
Jan. 20, 2010, Level 3 Financing, Inc., entered into a
supplemental indenture to effect the indenture amendments.

The tender offer for the 12.25% Notes is currently scheduled to
expire at midnight New York City time on Feb. 2, 2010.  12.25%
Notes validly tendered in the tender offer after the Consent Time,
but prior to the Expiration Date, will receive the tender offer
consideration but will not receive the consent payment.  Accrued
interest up to, but not including, the applicable settlement date
will be paid in cash on all validly tendered and accepted 12.25%
Notes. 12.25% Notes tendered in the tender offer may no longer be
withdrawn.  The settlement date for 12.25% Notes tendered in the
tender offer on or prior to the Consent Time was Jan. 20, 2010.

It is anticipated that any 12.25% Notes that remain outstanding
following the tender offer will be redeemed by the company on
March 15, 2010, at a redemption price of $1,061.25, defeased or
otherwise discharged.

This announcement is not an offer to purchase, a solicitation of
an offer to purchase, or a solicitation of an offer to sell
securities with respect to the 12.25% Notes.  The tender offer may
only be made pursuant to the terms of the Offer to Purchase and
the related Letter of Transmittal.

The complete terms and conditions of the tender offer are set
forth in an Offer to Purchase that has been sent to holders of the
12.25% Notes.  Holders are urged to read the tender offer
documents carefully.  Copies of the Offer to Purchase and the
related Letter of Transmittal may be obtained from the Information
Agent for the tender offer, Global Bondholder Services
Corporation, at (212) 430-3774 and (866) 389-1500 (toll-free).

BofA Merrill Lynch and Citi are the Dealer Managers for the tender
offer.  Questions regarding the tender offer may be directed to
BofA Merrill Lynch, Liability Management Group at (888) 292-0070
(toll-free) and (646) 855-3401 or Citigroup Global Markets Inc. at
(800) 558-3745 (toll-free) and (212) 723-6106.

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LIFEPOINT HOSPITAL: Bank Debt Trades at 2% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Lifepoint
Hospitals Holdings, Inc., is a borrower traded in the secondary
market at 97.96 cents-on-the-dollar during the week ended Friday,
Jan. 22, 2010, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 0.71 percentage points from the previous week, The
Journal relates.  The debt matures on April 15, 2012.  The Company
pays 163 basis points above LIBOR to borrow under the loan
facility and it carries Moody's Ba1 rating and Standard & Poor's
BB rating.  The debt is one of the biggest gainers and losers
among 166 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Jan. 22.

Lifepoint Hospitals Holdings, Inc., provides general and acute
care hospital services.  Its hospitals provide the range of
medical and surgical services commonly available in hospitals in
non-urban markets.  These hospitals also provide diagnostic and
emergency services, as well as outpatient and ancillary services,
including outpatient surgery, laboratory, rehabilitation,
radiology, respiratory therapy, and physical therapy.  The company
also provides hospital and medical insurance benefits to persons
of age 65 and over, some disabled persons, and persons with end-
stage renal disease.  It operates 23 general, acute care hospitals
with an aggregate of 2,197 licensed beds in growing, non-urban
communities.  Its hospitals are located in Alabama, Florida,
Kansas, Kentucky, Louisiana, Tennessee, Utah, and Wyoming.
LifePoint Hospitals Holdings, Inc., operates as a subsidiary of
Lifepoint Hospitals, Inc.


MANITOWOC CO: S&P Assigns 'BB-' Rating on $400 Mil. Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB-' issue-level
rating to Manitowoc Co. Inc.'s proposed new $400 million senior
unsecured notes due 2018, the same as the corporate credit rating
on the company.  The recovery rating on this debt is '4',
indicating S&P's expectation of average (30%-50%) recovery in a
default scenario.  S&P expects the company to use the proceeds
from the new notes to repay a portion of its term loans under its
senior secured credit facility.  The issue-level ratings and
recovery ratings for the company's existing debt remain unchanged.

"The ratings on Manitowoc reflect the company's aggressive
financial risk profile, characterized by high debt levels and
aggressive financial policies, which more than offset its fair
business risk profile," said Standard & Poor's credit analyst
Helena Song.  The company is a leading manufacturer that serves
the cyclical construction and the more stable food service
markets," said Standard & Poor's credit analyst Helena Song.

                           Ratings List

                        Manitowoc Co. Inc.

            Corp. credit rating        BB-/Negative/--

                       New Ratings Assigned

        $400 million senior unsecured notes due 2018  BB-
         Recovery rating                              4


MARCUS LEE: Debtor Can't Force Lender to Lend More Money
--------------------------------------------------------
WestLaw reports that the provisions of the Bankruptcy Code that
prevented a trustee or a Chapter 11 debtor-in-possession from
assuming a prepetition lending agreement and permitted lenders to
decline to advance postpetition funds despite any prepetition
contractual obligation to make a loan rendered unenforceable any
prepetition contractual right that a Chapter 11 debtor had to
receive loan advances from its lender for the construction of the
clubhouse for the debtor's condominium development.  Thus, the
debtor had no cause of action against the lender for breach of
contract.  In re Marcus Lee Associates, L.P., --- B.R. ----, 2009
WL 5064315 (Bankr. E.D. Pa.) (Fox, J.).

Marcus Lee Associates, L.P., and Meridian of Valley Square
Condominium Association, Inc. (a condominium association asserting
third party beneficiary status), sued (Bankr. E.D. Pa. Adv. Pro.
Nos. 09-0143 and 09-0144) Wachovia Bank, N.A., seeking to compel
the lender to provide funds for construction of a clubhouse that
was part of the debtor's condominium development project,
alleging, inter alia, breach of contract, unjust enrichment,
conversion, tortious interference, breach of trust, and specific
performance. Lender moved to dismiss both adversary proceedings.

Granting Wachovia's motions to dismiss the adversary proceedings,
the Honorable Bruce Fox held that: (1) the association had no
standing to assert claims against the lender based upon its loan
agreements with the debtor or the lender's failure to provide
funds for further construction of the clubhouse; (2) the
Bankruptcy Code rendered unenforceable any prepetition contractual
right that the debtor had to receive loan advances from the lender
for construction of the clubhouse; (3) the existence of express
contracts between the debtor and the lender precluded the debtor's
claim for unjust enrichment; (4) the lender's refusal to advance
further funds to the debtor did not support the conversion claim;
(5) the lender's refusal to advance further funds to the debtor
did not support a tortious interference claim; (6) the debtor and
the lender did not have a fiduciary relationship; and (7) the loan
agreements did not establish a clubhouse funding mechanism.

Jennifer P. Knox, Esq., at Reed Smith LLP in Philadelphia
represented Wachovia in this dispute.

Condominium developer and condominium association Marcus Lee
Associates, L.P., located in Warrington, Pa., filed a
voluntary Chapter 11 petition (Bankr. E.D. Pa. Case No. 09-11037)
on February 16, 2009.  In its petition, Marcus Lee Associated
identified Lamplighter Village Associates, L.P. as a debtor-
affiliate.  Lamplighter Village Associates, L.P., also based in
Warrington, Pa., filed its bankruptcy petition on February 16,
2009 (Bankr. E.D. Pa. Case No. 09-11035).  Marcus Lee Associates
and Lamplighter Village Associates are represented by Albert A.
Ciardi, III, Esq., at Ciardi Ciardi & Astin, P.C., in
Philadelphia, as bankruptcy counsel.  Marcus Lee Associates and
Lamplighter Village Associates each estimate their assets and
debts at less than $10,000,000.


MASSEY ENERGY: S&P Changes Outlook to Stable; Affirms 'BB-' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Massey Energy Co. to stable from negative.  At the same time, S&P
affirmed its ratings on the company, including its 'BB-' corporate
credit rating.

"The outlook revision reflects S&P's assessment that the company's
performance in 2009 was better than previously expected, owing to
better than expected cash costs per ton of around $50," said
Standard & Poor's credit analyst Sherwin Brandford.  "The outlook
change also incorporates S&P's expectation that the company will
sustain its operating performance during the next several
quarters, despite weak steam coal demand, as a result of improved
demand for met coal."

Massey's financial profile has remained at a level S&P would
consider appropriate for the 'BB-' rating, with total adjusted
debt to EBITDA below 4x and an unrestricted cash balance of over
$625 million, levels S&P expects will be sustainable in the near
term.  S&P estimate that Massey's 2009 EBITDA was better than
expected, at around $475 million, and that EBITDA during 2010 will
benefit somewhat from improved demand for met coal, and exceed
$500 million, resulting in debt leverage being maintained below
4x.

The 'BB-' corporate credit rating on Massey Energy reflects the
company's limited geographic diversity, difficult mining
conditions in Central Appalachia, high cost position, and somewhat
aggressive financial policy, which supports a weak business risk
profile and aggressive financial risk profile.  Still, the
company's position as the largest producer of high-quality, low-
sulfur coal in Central Appalachia and extensive reserve base
somewhat temper these factors.

Looking ahead, S&P believes that strength in the met coal market,
owing to the improvement in operating rates at steel mills, will
help to offset the weakness in steam coal as a result of better
margins on that product, resulting in 2010 performance being
marginally better than 2009.  S&P is expecting the company to sell
around 37 million tons of produced coal at around $65 per ton and
believe this would likely result in EBITDA of around $525 million.
As a result, S&P expects credit metrics to remain at a level S&P
would consider to be in-line with S&P's 'BB-' rating, with
adjusted debt leverage below 4x.

Richmond, Va.-based Massey produces about 40 million tons of coal
annually, has more than 2.3 billion tons of coal reserves, and
operates more than 50 active mines, making it the largest Central
Appalachian coal producer.


MERCURY COMPANIES: Wants to Sell Art Works to David Cook Galleries
------------------------------------------------------------------
Mercury Companies, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Colorado for permission to
sell six works of art to David Cook Galleries for $9,100, free and
clear of all liens, claims, interests and encumbrances.

The sale, pursuant to Section 363 of the Bankruptcy Code, will
generate proceeds for the bankruptcy estate.

Denver, Colorado-based Mercury Companies Inc. is a holding company
primarily for subsidiaries that until recently were involved in
the settlement services industry, including title services, escrow
services, real estate services, mortgage services, mortgage
document preparation, and settlement services software
development.  Mercury has since wound down or sold its operations.

Mercury Companies filed for Chapter 11 protection on August 28,
2008.  Two months later, six subsidiaries, namely Arizona Title
Agency, Inc., Financial Title Company, Lenders Choice Title
Company, Lenders First Choice Agency, Inc., Texas United Title,
Inc., dba United Title of Texas and Title Guaranty Agency of
Arizona, Inc., also filed voluntary Chapter 11 petitions.  The
units' cases are jointly administered with Mercury's (Bankr. D.
Colo. Lead Case No. 08-23125).  Daniel J. Garfield, Esq., and
Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck;
Kathleen A. Odle, Esq., at Sherman & Howard; and Vikki L. Vander
Woude, Esq., at Manatt Phelps & Phillips, represent the Debtors as
counsel.  Lars H. Fuller, Esq., at Baker Hostetler, serves as the
official committee of unsecured creditors' counsel.


MERIDIAN RESOURCE: Friday Deadline to File Proxy Statement Expires
------------------------------------------------------------------
The Meridian Resource Corporation and certain of its subsidiaries
on December 22, 2009, entered into an Eleventh Amendment to
Forbearance and Amendment Agreement, which amended the Forbearance
and Amendment Agreement with Fortis Capital Corp., as
administrative agent, and the other lenders, and agents party to
the Company's Amended and Restated Credit Agreement, dated as of
December 23, 2004, as amended.  The amendment was executed in
connection with Meridian's entry into an Agreement and Plan of
Merger with Alta Mesa Holdings, LP, and Alta Mesa Acquisition Sub,
LLC -- Merger Sub -- a direct wholly owned subsidiary of Alta
Mesa.

Among other things, the Eleventh Forbearance Amendment provided
that forbearance was conditioned on the Company having filed
with the Securities and Exchange Commission by January 15, 2010
the Company's proxy statement with respect to the Merger.  On
January 13, 2010, the Lenders agreed to extend that deadline to
January 22, 2010.

As of press time, Meridian has not filed the proxy statement.

The Merger Agreement provides that the Company will merge with and
into Merger Sub with Merger Sub continuing as the surviving
company.  At the effective time and as a result of the Merger,
each share of common stock, par value $0.01 per share, of the
Company, issued and outstanding immediately prior to the effective
time of the Merger, other than shares as to which appraisal rights
are properly asserted under Texas law and shares owned by the
Company, Alta Mesa, Merger Sub or their subsidiaries, will be
converted into the right to receive a cash amount of $0.29.  At
the effective time of the Merger, each outstanding option and
warrant to purchase the Company's common stock will be converted
into the right to receive a cash amount equal to the excess, if
any, of the Merger Consideration over the exercise price per share
for each share subject to the option or warrant, less any
applicable withholding taxes, resulting in a cash payment to the
holders of such options and warrants of $400,000.

The Eleventh Forbearance Amendment extends the date on which the
Fortis Forbearance Agreement will terminate to the earlier of (x)
May 31, 2010, (y) the effective time of the Merger, or (z) the
termination of the Merger Agreement.  In addition, the Eleventh
Forbearance Amendment provides that the Lenders have the right to
terminate the forbearance period on or after February 28, 2010,
without cause, upon unanimous written consent of the Lenders.

                    About Meridian Resource

Based in Houston, Texas, The Meridian Resource Corporation
(NYSE:TMR) -- http://www.tmrc.com/-- is an independent oil and
natural gas company engaged in the exploration, exploitation,
acquisition and development of oil and natural gas in Louisiana,
Texas, and the Gulf of Mexico.  Meridian has access to an
extensive inventory of seismic data and, among independent
producers, is a leader in using 3-D seismic and other technologies
to analyze prospects, define risk, target and complete high-
potential wells for exploration and development. Meridian has a
field office in Weeks Island, Louisiana.

At September 30, 2009, the Company had $190,339,000 in total
assets, including $18,090,000 in total current assets, against
$120,634,000 in total current liabilities and $17,736,000 in asset
retirement obligations.

The Company noted that its default under the debt agreements,
which has been mitigated in the short term by certain forbearance
agreements, negatively impacts future cash flow and the Company's
access to credit or other forms of capital.  There is substantial
doubt as to the Company's ability to continue as a going concern
for a period longer than the next 12 months, the Company said.
It added that it might have to seek protection under federal
bankruptcy laws if it is unable to comply with the forbearance
agreements or if those agreements expire.


METCALFE & MANSFIELD: S.D.N.Y. Won't Second-Guess CCAA Court
------------------------------------------------------------
WestLaw reports that the narrow constraints on the availability of
a non-debtor, third-party release as part of a Chapter 11 plan
confirmed under United States bankruptcy law did not prevent a
bankruptcy court, in a Chapter 15 case commenced by the foreign
representative of Canadian debtors, from granting post-recognition
relief in the forum of enforcement of a non-debtor, third-party
release approved by Canadian courts following specific argument
thereon, as part of a far-reaching plan that was adopted with
near-unanimous creditor support.  It did not matter whether the
release would have been proper under United States bankruptcy law.
The "public policy" exception to the availability of post-
recognition relief was not implicated.  In re Metcalfe & Mansfield
Alternative Investments, --- B.R. ----, 2010 WL 20603 (Bankr.
S.D.N.Y.) (Glenn, J.).

Ernst & Young Inc., serving at the court-appointed monitor in
Canadian CCAA proceedings for Metcalfe & Mansfield Alternative
Investments II Corp., and other debtors and as M&M's authorized
foreign representative in chapter 15 proceedings before the U.S.
Bankruptcy Court, moved for recognition of the foreign proceedings
and post-recognition relief in the form of enforcement of a non-
debtor, third-party release approved by the Canadian court as part
of a restructuring plan that was adopted with near-unanimous
creditor support.  The Honorable Martin Glenn held that (1) the
narrow constraints on the availability of non-debtor, third-party
release as part of a Chapter 11 plan confirmed under United States
bankruptcy law did not prevent a bankruptcy court, in Chapter 15
case commenced by the foreign representative of Canadian debtors,
from granting post-recognition relief in forum of enforcement of a
non-debtor, third-party release approved by Canadian courts
following specific argument thereon, and (2) no basis existed for
bankruptcy court to second-guess decisions of Canadian courts.

Metcalfe & Mansfield Alternative Investments II Corp., and other
foreign petitioners are debtors in proceedings under Canada's
Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36, as
amended, commenced on March 17, 2008 and pending before the
Ontario Superior Court of Justice (Commercial List).  The Canadian
Proceedings were initiated by the Pan-Canadian Investors Committee
for the Third-Party Structured Asset-Backed Commercial Paper in
order to effect the restructuring of all outstanding third-party
(non-bank sponsored) Asset Backed Commercial Paper obligations,
estimated to have a face value at the time of commencement of
approximately C$32 billion.  The ABCP restructuring is said to be
the largest restructuring in Canadian history.  The Ontario Court
entered its Amended Sanction Order and Plan Implementation Order
on June 5, 2008, and the Order was affirmed on appeal by unanimous
decision of the Ontario Court of Appeal on August 18, 2008.  On
September 19, 2008, the Canada Supreme Court denied review.  The
Plan Implementation Order became effective on January 12, 2009.
The Plan approved by the Ontario Court was first approved by an
overwhelming vote of ABCP Noteholders (96% in number and value of
all Noteholders present and voting).  On January 21, 2009, new
Plan Notes and cash were distributed to existing Noteholders, and
assets of the Conduits (described below) were transferred to newly
created Master Asset Vehicles securing the new Plan Notes.  In May
2009, additional cash was distributed to Noteholders.  The Ontario
Court has also granted the Monitor's motion to make a final cash
distribution to the Noteholders.  The U.S. Bankruptcy Court put
its stamp of approval on the Plan on Jan. 5, 2010.

Ken Coleman, Esq., Amelie Baudot, Esq., and Rowena White, Esq., at
Allen & Overy LLP in New York City represent the Foreign
Representative in five chapter 15 cases (Bankr. S.D.N.Y. Case No.
09-16709) filed by Metcalfe & Mansfield Capital Corp. and four
affiliates on Nov. 10, 2009.


METRO-GOLDWYN-MAYER: Bank Debt Trades at 39% Off
------------------------------------------------
Participations in a syndicated loan under which Metro-Goldwyn-
Mayer, Inc., is a borrower traded in the secondary market at 60.78
cents-on-the-dollar during the week ended Friday, Jan. 22, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 3.47
percentage points from the previous week, The Journal relates.
The Company pays 275 basis points above LIBOR to borrow under the
facility.  The loan matures April 8, 2012, and it is not rated by
Moody's and Standard & Poor's.  The debt is one of the biggest
gainers and losers among 166 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Jan. 22.

Metro-Goldwyn-Mayer, Inc., is an independent, privately held
motion picture, television, home video, and theatrical production
and distribution company.  The Company owns the world's largest
library of modern films, comprising approximately 4,000 titles,
and over 10,400 episodes of television programming.  MGM is owned
by an investor consortium, comprised of Providence Equity
Partners, TPG Capital, Sony Corporation of America, Comcast
Corporation, DLJ Merchant Banking Partners and Quadrangle Group.

As reported by the Troubled Company Reporter on Sept. 30, 2009,
The New York Post, citing multiple sources, said discussions
between debtholders and equity owners on a restructuring of Metro-
Goldwyn-Mayer's massive debt load have begun on a contentious
note, with both sides threatening to force MGM into bankruptcy in
order to gain leverage and extract better terms from the other.

Bloomberg also said that MGM is in talks to skip interest payments
and restructure $3.7 billion in bank loans.  MGM asked creditors
to waive $12 million monthly interest payments until Feb. 15,
2010.


MIDWEST BANC: Exchange Bid for Depositary Shares Expires Jan. 21
----------------------------------------------------------------
Midwest Banc Holdings, Inc., is offering to exchange up to
17,250,000 newly issued shares of its common stock, $0.01 par
value, for outstanding depositary shares, $25.00 liquidation
amount per share, each representing a 1/100th fractional interest
in a share of the Company's Series A Noncumulative Redeemable
Convertible Perpetual Preferred Stock.

For each Depositary Share the Company accepts for exchange in
accordance with the terms of the Exchange Offer, the Company will
issue a number of shares of the Company's Common Stock having a
value equal to $2.80.

The Exchange Offer expired at 5:00 p.m., New York City time, on
January 21, 2010.

As of 5:00 p.m. New York City time on January 14, 2010, 1,222,270
Depositary Shares representing 71% of the 1,725,000 Depositary
Shares outstanding had been validly tendered and not withdrawn.

The Company's Common Stock and the Depositary Shares trade on the
Nasdaq Global Market under the symbols "MBHI" and "MBHIP",
respectively.  On January 14, 2010, the closing sale price of the
Common Stock on Nasdaq was $0.42 per share and the closing sale
price of the Depositary Shares was $1.90 per Depositary Share.

A full-text copy of the Offer to Exchange is available at no
charge at http://ResearchArchives.com/t/s?4dcc

On December 18, 2009, Midwest Banc and its wholly-owned
subsidiary, Midwest Bank and Trust Company, formally acknowledged
several actions needed to strengthen the Bank and the Company by
entering into a written agreement with the Federal Reserve Bank of
Chicago and the Illinois Department of Financial and Professional
Regulation, Division of Banking.  Midwest Banc must prepare and
file with the regulators within specified timeframes various
specific plans designed to improve (i) board oversight over the
management and operations of the Bank, (ii) credit risk management
practices, (iii) management of problem loans, (iv) the allowance
for loan losses, (v) the Bank's earnings and budget, (vi)
liquidity and funds management and (vii) interest rate risk
management.  Among other things, byy February 16, 2010, the board
of directors of the Bank must submit to the Reserve Bank and the
Department a written plan to strengthen board oversight of the
management and operations of the Bank; and a written plan to
strengthen credit risk management practices.  The Bank must
furnish periodic progress reports to the Department and the
Reserve Bank regarding its compliance with the Agreement.

As reported by the Troubled Company Reporter on December 3, 2009,
the Company is negotiating with its primary lender to restructure
$55.0 million of senior debt and $15.0 million of subordinated
debt.

At September 30, 2009, the Company had $3,544,130,000 in total
assets against $3,363,891,000 in total liabilities.

On October 22, 2009, the Company entered into a Forbearance
Agreement with its lender through March 31, 2010, during which
period the Company is not obligated to make interest and principal
payments in excess of funds held in a deposit security account
(which was initially funded with $325,000), and while retaining
all rights and remedies within the Credit Agreements, the Lender
has agreed not to demand payment of amounts due, and has agreed to
forbear from exercising the rights and remedies available to it in
respect of existing defaults and future compliance with certain
covenants through March 31, 2010, other than the continued
imposition of default interest rates.  Management believes that
the Forbearance Agreement provides the Company sufficient time to
complete all major elements of the Capital Plan.

                   About Midwest Banc Holdings

Based in Melrose Park, Illinois, Midwest Banc Holdings, Inc.
(NASDAQ:MBHI) is a half century old community bank with
$3.5 billion in assets at September 30, 2009.  The Company has two
principal operating subsidiaries: Midwest Bank and Trust Company
and Midwest Financial and Investment Services, Inc.  Midwest Bank
has 26 locations serving the diverse needs of both urban and
suburban Chicagoland businesses and consumers through its
Commercial Banking, Wealth Management, Corporate Trust and Retail
Banking areas.


MOMENTIVE PERFORMANCE: Bank Debt Trades at 7% Off
-------------------------------------------------
Participations in a syndicated loan under which Momentive
Performance Materials, Inc., is a borrower traded in the secondary
market at 92.95 cents-on-the-dollar during the week ended Friday,
Jan. 22, 2010, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 1.70 percentage points from the previous week, The
Journal relates.  The Company pays 250 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Dec. 5, 2013,
and carries Moody's B1 rating and Standard & Poor's CCC+ rating.
The debt is one of the biggest gainers and losers among 166 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Jan. 22.

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

As of June 28, 2009, Momentive had $3.41 billion in total assets
on $3.96 billion in total liabilities, resulting in $551.8 billion
in stockholders' deficit.

The Troubled Company Reporter said September 28, 2009, that
Standard & Poor's Ratings Services placed all its ratings on
Momentive Performance Materials and its subsidiaries on
CreditWatch with positive implications, including the 'CCC-'
corporate credit rating on Momentive Performance Materials.  S&P
believes it is likely that the waiver, together with improving
operating performance, significantly reduces the likelihood of a
near-term covenant breach.  Quarterly EBITDA has been climbing
steadily since reaching a low of about $15 million (as calculated
for bank covenant purposes) in the first quarter of 2009.  It was
$64 million in the second quarter, and management expects it to be
between $84 million and $94 million in the third quarter.


MONTGOMERY REALTY: Can Access Cash Collateral Until June 30
-----------------------------------------------------------
The Hon. Dennis Montali of the U.S. Bankruptcy Court for the
Northern District of California approved the second stipulation,
authorizing Montgomery Realty Group Inc. to:

   -- use rents generated by 710 Sansome Street;

   -- grant lenders adequate protection.

The property is encumbered by two deeds of trust in favor of:

   a. Bank of America, N.A. as  Trustee for the Registered
      Certificate Holders of GMAC Commercial Mortgage Securities,
      Inc. Mortgage Pass Through Certificate Series 1999-WF2,
      acting through Capmark Financial, Inc., securing a debt of
      $4.3 million; and

   b. California Mortgage and Realty Trust, securing a debt of
      $1.1 million.

The holders of liens encumbering the rents have consented to the
use of cash collateral.

The stipulation's key provisions include:

   a. the Debtor is authorized to fund ordinary operating expenses
      associated with the 710 Sansome property, including a $5,000
      per month management fee, aggregating $16,000 per month;

   b. Capmark will receive increased adequate protection payments,
      commencing effective January 2010, in the amount of $39,614
      per month;

   c. $50,980 will be set aside as a cash collateral impound and
      will not be disbursed absent consent of all secured
      creditors or a Court Order;

   d. no payments will be made to or on account of the junior lien
      held by CMR;

   e. the Debtor may use the balance of the rental receipts from
      710 Sansome as though they were free funds, and $20,000 of
      those proceeds (from December 2009) will be delivered to the
      Debtor's counsel's trust account for use in connection with
      litigation expenses;

   f. the stipulation will terminate and expire 30 days after the
      conclusion of the confirmation hearing, or June 30, 2010,
      whichever is sooner.

The Debtor related that the $10.5 million value of 710 Sansome
Street gives CMR an equity cushion of more than $4 million.

                     About Montgomery Realty

Based in San Francisco, Montgomery Realty Group, Inc. filed for
Chapter 11 relief on July 6, 2009 (Bankr. C.D. Calif. Case No.
09-31879.  Montgomery leases and operates improved properties.
Michael St. James, Esq., at St. James Law, represents the Debtor
as counsel.  When the Debtor filed for protection from its
creditors, it listed total assets of between $10 million and
$50 million each in assets and debts.


MOONLIGHT BASIN: Can Sell Montana Property and Use Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana authorized
Moonlight Basin Ranch LP to sell property pursuant to Section 363
of the Bankruptcy Code, and to use the cash collateral resulting
from the sale.

Lehman Commercial Paper, Inc. agreed to release up to $1,127,500
from the sale proceeds solely for the purposes specified in the
final order.

Jon S. Fossel agreed to purchase the real property including Tract
H in Certificate of Survey No. 7/2081-BA, in Madison County,
Montana, free and clear of any interest, specifically including
the LCPI lien, for the gross price of $850,000 under these terms
and conditions:

   a. the purchase price will be paid at least $300,000 in cash;

   b. not more than $550,000 of the purchase price will be paid
      through seller financing, payable over four years through
      four equal installment payments on the anniversary date of
      the sale; interest will accrue at no less than the 5 year
      Treasury Bill Rate on the day of closing plus 100 basis
      points; the Debtor will be granted a first position mortgage
      on the property to secure the seller financing;

   c. the Debtor will pay the usual and ordinary costs of closing
      including property taxes, closing fees, deed preparation,
      recording fees, and title insurance;

   d. no real estate commissions will be paid;

   e. the Debtor will grant Mr. Fossel a roadway agreement for
      use of Big Sky Roadway with same conditions as Big Sky
      Roadway Declaration for Moonlight Basin Ranch and may record
      that certain Fifth Amendment to Big Sky Roadway Declaration;
      and

   f. for the avoidance of doubt, the proceeds of the sale of the
      property will only be used in accordance with the final
      order, and LCPI will retain a lien on the proceeds of the
      sale of the property, including the Debtor's first position
      mortgage on the property to secure the seller financing.

                  About Moonlight Basin Ranch LP

Ennis, Montana-based Moonlight Basin Ranch LP is a golf and ski
resort in Montana.  The Company field for Chapter 11 bankruptcy
protection on November 18, 2009 (Bankr. D. Mont. Case No. 09-
62327).  Craig D. Martinson, Esq., and James A. Patten, Esq., who
have offices in Billings, Montana, assist the Debtor in its
restructuring effort.  The Company listed $100,000,001 to
$500,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.

Debtor-affiliate Moonlight Lodge, LLC, also filed a separate
Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D.
Mont. Case No. 09-62329).  The Company listed $10,000,001 to
$50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.


NATIONAL HOME: Received Interim Access to JPMorgan Cash
-------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Arkansas
authorized, on an interim basis, National Home Centers, Inc., to:

   -- use the cash securing repayment of obligation to its
      prepetition lenders; and

   -- grant adequate protection to its prepetition lenders.

JPMorgan Chase Bank, as lender and agent for financial institution
The CIT Group/Business Credit, Inc., provided a pre-petition
credit facility to the Debtor.  As of the Petition Date, the
principal amount owed to the secured lenders under the credit
agreement dated August 12, 2004, is approximately $11,808,000.
The value of the collateral securing the debt as of the petition
date is $32,456,706.  The value of the collateral upon which the
secured lenders would lend was $15,756,135, excluding the value of
real estate.

The Debtor would use the cash collateral to fund its Chapter 11
case, pay suppliers and other parties.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the prepetition lenders
replacement liens, subject to carve out.

                    About National Home Centers

National Home Centers, Inc. -- One Source Home & Building Center
and Cleburne County Building Center -- operates storage units in
Springdale, Arizona.  The Company filed for Chapter 11 bankruptcy
protection on December 8, 2009 (Bankr. W.D. Ark. Case No. 09-
76195).  Charles T. Coleman, Esq.; Judy Simmons Henry, Esq.; and
Kimberly Wood Tucker, Esq., at Wright, Lindsey & Jennings assist
the Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in liabilities.


NEIMAN MARCUS: Bank Debt Trades at 8% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Neiman Marcus
Group, Inc., is a borrower traded in the secondary market at 92.22
cents-on-the-dollar during the week ended Friday, Jan. 22, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.74
percentage points from the previous week, The Journal relates.
The Company pays 200 basis points above LIBOR to borrow under the
facility.  The bank loan matures on April 6, 2013, and carries
Moody's B3 rating and Standard & Poor's BB- rating.  The debt is
one of the biggest gainers and losers among 166 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Jan. 22.

Neiman Marcus Group, Inc., headquartered in Dallas, Texas,
operates 40 Neiman Marcus stores, 2 Bergdorf Goodman stores, 27
clearance centers, and a direct business.  Total revenues are
about $3.9 billion.

The Company carries a 'Caa1' Corporate Family Rating and 'Caa1'
Probability of Default Rating from Moody's Investors Service.


NEUMANN HOMES: BofA Files $50M Objection to Neumann Plan
--------------------------------------------------------
Law360 reports that Bank of America NA has balked at Neumann Homes
Inc.'s liquidation plan, which the bank says could leave as much
as $50 million in loans unsecured by liens.

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The Company has built more than 11,000 homes in some
150 residential communities.  The Company offers formal business
training to employees through classes, seminars, and computer-
based training.

The Company filed for Chapter 11 protection on November 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.

(Neumann Bankruptcy News; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000)


PACIFIC ETHANOL: Greinke Reports Stake, Buys Preferreds From Lyles
------------------------------------------------------------------
Frank P. Greinke, an individual, and as Trustee under the Greinke
Personal Living Trust, disclosed being the beneficially owner of
4,738,123 shares of common stock of Pacific Ethanol, Inc., which
equals 7.6% of the outstanding shares of Common Stock as of
January 5, 2010.

Mr. Greinke is the Chief Executive Officer of Southern Counties
Oil Co., a California Limited Partnership.

On December 28, 2009, the Greinke Trust purchased 1,538,462 shares
of Pacific Ethanol's Series B Preferred Stock from Lyles United,
LLC, pursuant to a private transaction.  The acquisition of the
Series B Preferred Stock was made for investment purposes.

Mr. Greinke said he intends to review the investment in Pacific
Ethanol on a continuing basis.  Mr. Greinke intends to have open
communications with Pacific Ethanol's management to monitor his
investment in the securities.  "Depending on market conditions and
other factors including, without limitation, [Pacific Ethanol's]
financial position and investment strategy, [Greinke] may, at any
time or from time to time, take such actions with respect to its
investment in [Pacific Ethanol] as it deems appropriate, including
without limitation acquiring additional securities of [Pacific
Ethanol], or alternatively, disposing of some or all of the
securities of [Pacific Ethanol] Issuer beneficially owned by
them," Mr. Greinke said in a regulatory filing.

At the current time, Mr. Greinke plans to transfer an undetermined
portion of the Series B Preferred Stock to certain officers of
Southern Counties Oil Co. in private transactions that have not
been negotiated.

                   About Pacific Ethanol

Pacific Ethanol Holding Co. LLC and four affiliates filed for
Chapter 11 on May 17, 2009 (Bankr. D. Del. Case No. 09-11713).
Judge Kevin Gross handles the case.  Attorneys at Cooley Godward
Kronish LLP represent the Debtors as counsel.  Attorneys at Potter
Anderson & Corroon LLP are co-counsel.  Epiq Bankruptcy Solutions
LLC is the claims agent.  Pacific Ethanol Holding disclosed
$50 million to $100 million in assets and $100 million to
$500 million in debts in its petition.

Pacific Ethanol Inc. and its marketing subsidiaries, Kinergy
Marketing LLC, and Pacific Ag. Products, LLC, have not filed for
Chapter 11 bankruptcy protection.  The Company is expected to
continue to manage the Plant Subsidiaries under an Asset
Management Agreement and Kinergy and PAP are expected to continue
to market and sell the Plant Subsidiaries' ethanol and feed
production under existing Marketing Agreements.


PARMALAT SPA: Deloitte & Thornton Settle Lawsuit
------------------------------------------------
Lead Plaintiffs Hermes Focus Asset Management Europe Limited;
Cattolica Partecipazioni, S.p.A.; Capital & Finance Asset
Management; Societe Moderne des Terrassements Parisiens and
Solotrat ask the U.S. District Court for the Southern
District of New York, pursuant to Rule 23 of the Federal Rules of
Civil Procedure, to:

  (a) approve of the form and manner of notice to Class members
      of:

      * a proposed settlement resolving all claims against
        Defendants Deloitte Touche Tohmatsu, Deloitte & Touche
        LLP, Dianthus S.p.A., formerly known as Deloitte &
        Touche S.p.A., and James Copeland; and

      * a proposed settlement resolving all claims against
        Defendants Grant Thornton International, Grant Thornton
        International Limited, Grant Thornton LLP and Grant
        Thornton S.p.A.; and

  (b) establish a date and time for a fairness hearing to
      consider:

      * final approval of the Settlements as well as the Plan of
        Allocation of the settlement proceeds; and

      * Lead Counsel's application for an award of attorneys'
        fees and reimbursement of expenses.

In support of their request, the Lead Plaintiffs filed an
accompanying memorandum of law, and separate declarations by James
J. Sabella, Esq., at Grant & Eisenhofer P.A., in New York, and
Scott D. Hakala and accompanying exhibits.  Mr. Sabella, Esq., is
the Lead Plaintiffs' counsel, while Mr. Hakala is their expert
economist.

The Settlements provide for payment to the Plaintiffs of a total
of $15 million, Mr. Sabella relates.  Specifically, the Deloitte
Settlement provides for a settlement amount of $8.5 million, and
the Grant Thornton Settlement provides for a settlement amount of
$6.5 million.  The Settlements provide for the release of claims
against, inter alia, the Deloitte and Grant Thornton Defendants
and their member firms.

The issue before the Court is whether the Settlements are within
the range of what might be approved as fair, reasonable and
adequate, sufficient to justify transmitting to the Class notice
concerning the Settlements and scheduling the Final Approval
Hearing, Mr. Sabella tells Judge Kaplan.  Mr. Sabella asserts that
the Court is not required at this point to make a final
determination regarding the reasonableness of the Settlements, and
no Class member's substantive rights will be prejudiced by
issuance of a preliminary order.

The Court knows the history of this litigation and that the
Settling Parties to both Settlements are fully conversant with the
strengths and weaknesses of this case against the persons and
entities being released under the Settlements, Mr. Sabella
contends.  He notes that the Settling Parties are aware of the
rulings already entered and the facts developed.  They, thus, can
readily evaluate the risks associated with proceeding to trial --
indeed, trial was scheduled -- as well as the fairness of the
Settlements, he continues.

"In light of these strengths, weaknesses, and risks, the proposed
Settlements are a good result for the Class and, Lead Plaintiffs
submit, plainly fall within the 'range of possible approval,'" Mr.
Sabella asserts.  Accordingly, he says, the Court should direct
that notice be disseminated to the Class.  The Class period is set
between January 5, 1999, and December 18, 2003.

                         *     *     *

The Court approved the form of the Notice and the Publication
Notice of the Settlements.  Co-Lead Counsel Cohen, Milstein,
Hausfeld & Toll, P.L.L.C., is authorized to retain, and the Court
appoints, Epiq Class Action and Claims Solutions Inc. as the
Notice and Claims Administrator, to supervise and administer the
notice procedure as well as the processing of claims.

Judge Kaplan also sets these schedules:

    March 8, 2010   Settlement Hearing
February 1, 2010   Deadline for filing Class exclusion request
February 1, 2010   Deadline for filing notice of appearance
February 16, 2010   Deadline for filing Settlement objections

All reasonable costs incurred in identifying and notifying Class
members, as well as in administering the Settlements, will be paid
as set forth in the stipulations.

At or after the Settlement Hearing, the Court will determine
whether any application for reimbursement of Co-Lead Counsel's and
other plaintiffs' counsel's fees and expenses will be approved.
Neither the Deloitte Parties nor the Grant Thornton Settling
Defendants nor their Counsel will have any responsibility for any
application for attorneys' fees or expenses submitted by any
plaintiffs' counsel.  Those matters will be considered separately
from the fairness, reasonableness and adequacy of the Settlements,
Judge Kaplan maintained.

                   About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The Company's U.S. operations filed for Chapter 11 protection on
February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200 million
in assets and debts.  The U.S. Debtors emerged from bankruptcy on
April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on December 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On
January 20, 2004, the Liquidators filed Sec. 304 petition, Case
No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York.  In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.


PARMALAT SPA: Dr. Bondi to Appeal Grant Thornton Dismissal
----------------------------------------------------------
To recall, Judge Lewis A. Kaplan of the U.S. District Court for
the Southern District of New York granted defendants Grant
Thornton International, Grant Thornton LLP, and Bank of America
Corporation, et al.'s request for summary judgment and for
dismissal, with prejudice, pursuant to the in pari delicto
defense, of all claims asserted against Grant Thornton and BofA by
Plaintiffs Dr. Enrico Bondi and Parmalat Capital Finance Ltd.

Judge Kaplan related in his 45-page opinion dated September 18,
2009, that there is no dispute that Parmalat Finanziaria, S.p.A.,
Parmalat S.p.A., their affiliates and PCFL officers engaged in a
massive fraud that ended in the collapse of Parmalat.  The
allegedly dishonest Parmalat and PCFL officers were doing
corporate business in obtaining financing from BofA and in
providing fraudulent financial statements to auditors and others,
Judge Kaplan noted.  Whether and to what extent they also stole or
embezzled money from their corporations for their own benefit if
therefore of no consequence for purposes of the in pari delicto
defense except to the extent, if any, that there is evidence of
culpable participation by defendants in those thefts, he further
pointed out.

Judge Lewis A. Kaplan of the U.S. District Court for the Southern
District of New York directed the Clerk the Court, pursuant to
Rule 54(b) of the Federal Rules of Civil Procedure, to enter a
final judgment in favor of defendants Grant Thornton International
and Grant Thornton LLP, which sought summary judgment for the
dismissal of complaint against them filed by Dr. Enrico Bondi, as
Extraordinary Commissioner of Parmalat Finanziaria S.p.A, Parmalat
S.p.A. and other related entities.  On September 21, 2009, Judge
Kaplan entered an opinion granting that summary judgment request.

In separate filings, Dr. Bondi and Parmalat Capital Finance
Limited notified the Court that they will appeal the Summary
Judgment Orders and Opinions.

In response to the notices, Judge Kaplan opined that there is no
just reason for delay because entry of final judgment in favor of
Grant Thornton will not cause duplicative appellate review
inasmuch as the remaining issue of damages to be adjudicated
against the remaining defendant is entirely separate and
dissimilar from the issues to be appealed.  He added that judicial
efficiency will be advanced by continuing the determination of the
remaining damages issue against the remaining defendant until the
appeal is resolved, at which time depending on resolution the
issue may be adjudicated on a consolidated basis with similar
issues against Grant Thornton on remand, or if necessary,
independently in the absence of remand.

                            The Appeals

Parmalat Capital Finance Limited notifies the U.S. District Court
for the Southern District of New York that it will take an appeal
to the United States Court of Appeals for the Second Circuit from
Judge Kaplan's judgment dismissing its complaint, entered in the
multidistrict litigation on September 23, 2009, and the Corrected
Opinion entered on September 21, 2009, which corrected and vacated
the opinion entered September 18, 2009.  Parmalat also appeals
from the order entered on June 17, 2009.

In a separate filing, Dr. Enrico Bondi, as Extraordinary
Commissioner of Parmalat Finanziaria S.p.A, Parmalat S.p.A. and
other related entities, notifies the U.S. District Court for the
Southern District of New York that it will take an appeal to the
United States Court of Appeals for the Second Circuit from the
final judgment for the request for summary judgment and for
dismissal filed by Grant Thornton International, Grant Thornton
LLP, and Bank of America Corporation, et al.

                   About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The Company's U.S. operations filed for Chapter 11 protection on
February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200 million
in assets and debts.  The U.S. Debtors emerged from bankruptcy on
April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on December 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On
January 20, 2004, the Liquidators filed Sec. 304 petition, Case
No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York.  In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.


PARMALAT SPA: Finalizes $100MM Settlement With BofA
---------------------------------------------------
Judge Lewis A. Kaplan of the U.S. District Court for the Southern
District of New York signed and approved the stipulation and
settlement between Dr. Enrico Bondi, as Extraordinary Commissioner
of Parmalat Finanziaria S.p.A., Parmalat S.p.A. and other
affiliated entities; and Bank of America Corporation, Bank of
America National Trust & Savings Association, Bank of America N.A,
Banc of America Securities, LLC, Banc of America Securities
Limited, Bank of America International Ltd. and other Bank of
America related entities.

Under the agreement, Bank of America will settle all issues
between the Parties for $100 million.

The Parties agree that their claims against each other relating to
any matter in connection with Parmalat's 2003 collapse up to and
including July 28, 2009, are dismissed with prejudice, including
all counterclaims that have been asserted by each other in the
action pending in the District Court captioned Dr. Enrico Bondi v.
Bank of America Corporation, et al., which is consolidated for
pretrial purposes with other civil cases under the multidistrict
litigation In re Parmalat Securities Litigation.  Each party will
bear its own fees and costs.

                   About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The Company's U.S. operations filed for Chapter 11 protection on
February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200 million
in assets and debts.  The U.S. Debtors emerged from bankruptcy on
April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on December 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On
January 20, 2004, the Liquidators filed Sec. 304 petition, Case
No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York.  In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.


PENN TRAFFIC: Auction Cancelled; Bid Extension Sought
-----------------------------------------------------
Penn Traffic Co. disclosed that no other party has come forth to
post a qualified bid to compete with the $85 million offer Tops
Markets LLC made for all 79 of Penn Traffic's outlets and that the
auction that was scheduled for January 21 was cancelled.  The sale
hearing is currently scheduled for January 25, 2010.

BankruptcyData reports that a group of five Penn Traffic employees
filed documents with the U.S. Bankruptcy Court asserting that they
are forming an Employee Stock Ownership Plan for the purpose of
buying the Company.  The employee group told the Court that it has
secured funding and it requested a seven day-period to complete
the bid process, "As employees it is our desire to keep all of our
5,600 employees working and provide the creditors with a maximum
return with our bid."

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.


PETCO ANIMAL: Bank Debt Trades at 3% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which PETCO Animal
Supplies Stores, Inc., is a borrower traded in the secondary
market at 97.42 cents-on-the-dollar during the week ended Friday,
Jan. 22, 2010, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 0.67 percentage points from the previous week, The
Journal relates.  The loan matures on Sept. 26, 2013.  The Company
pays 200 basis points above LIBOR to borrow under the facility.
The bank debt carries Moody's B1 rating and Standard & Poor's B+
rating.  The debt is one of the biggest gainers and losers among
166 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Jan. 22.

The Troubled Company Reporter said on June 29, 2009, that Moody's
affirmed PETCO Animal Supplies Stores, Inc.'s Corporate Family
Rating at B2; Probability of Default Rating at B2; $686 million
senior secured term loan due 2013 at B1 (LGD 3, 33%), and changed
the outlook to stable from negative.

PETCO Animal Supplies, Inc., headquartered in San Diego,
California, is a specialty retailer of premium supplies, food and
services for household pets.  The Company operates about 1,000
stores in all 50 U.S. states.  Revenues were about $2.6 billion
for the last twelve months ending May 2, 2009.


PREMIER AMERICAN BANK: Closed; New Institution Takes Over
---------------------------------------------------------
Premier American Bank, Miami Florida, was closed January 22 by the
Florida Office of Financial Regulation, which appointed the
Federal Deposit Insurance Corporation (FDIC) as receiver.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with Premier American Bank, National
Association, Miami, Florida, a newly-chartered national
institution, to assume all of the deposits of Premier American
Bank.  Premier American Bank, N.A. is a subsidiary of Bond Street
Holdings, LLC, Naples, Florida.

The four branches of Premier American Bank will reopen on Monday
as branches of Premier American Bank, N.A. Depositors of Premier
American Bank will automatically become depositors of Premier
American Bank, N.A. Deposits will continue to be insured by the
FDIC, so there is no need for customers to change their banking
relationship to retain their deposit insurance coverage.

As of September 30, 2009, Premier American Bank had approximately
$350.9 million in total assets and $326.3 million in total
deposits. Premier American Bank, N.A. did not pay the FDIC a
premium for the deposits of Premier American Bank. In addition to
assuming all of the deposits of the failed bank, Premier American
Bank, N.A. agreed to purchase essentially all of the assets.

The FDIC and Premier American Bank, N.A. entered into a loss-share
transaction on $300 million of Premier American Bank's assets.
Premier American Bank, N.A. will share in the losses on the asset
pools covered under the loss-share agreement. The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector. The transaction also is
expected to minimize disruptions for loan customers. For more
information on loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-591-2916.  Interested parties also can
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/premieramerican.html

As part of this transaction, the FDIC will acquire a cash
participant instrument. This instrument serves as additional
consideration for the transaction.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $85 million. Premier American Bank, N.A.'s
acquisition of all the deposits was the "least costly" resolution
for the FDIC's DIF compared to all alternatives. Premier American
Bank is the fifth FDIC-insured institution to fail in the nation
this year, and the first in Florida. The last FDIC-insured
institution closed in the state was Peoples First Community Bank,
Panama City, on December 18, 2009.


PROTECTIVE PRODUCTS: Sale Procedures OK'd; Auction Set for Feb. 18
------------------------------------------------------------------
The Hon. John K. Olson of the U.S. Bankruptcy Court for the
Southern district of Florida has approved Protective Products of
America, Inc., et al.'s proposed bidding and sale procedures.

On January 13, 2010, the Debtors entered into an asset purchase
agreement wherein it would sell acquired assets to Protective
Products Enterprises, Inc., an affiliate of Sun Capital or to a
higher bidder for $8 million, and for the Proposed Purchaser to
assume certain liabilities, including the cure costs of the
assumed contracts.  Pursuant to the agreement, the Proposed
Purchaser has posted a deposit of $500,000.

The Debtors are cash-constrained and require an immediate and
significant cash infusion.  To maximize the value of their estates
and ensure continued and uninterrupted operations, it is in the
best interests of the Debtors and their creditors to complete the
marketing and sale of the Acquired Assets through an organized
auction process on an expedited basis.

Qualified bidders are those entities who (i) have executed and
delivered to the Debtors a confidentiality agreement in form and
substance satisfactory to the Debtors in their sole discretion,
(ii) have delivered to the Debtors the potential bidder's most
recent audited financial statements, or in the case of a potential
bidder formed for the purpose of acquiring the Acquired Assets,
current financial statements of the equity holder(s) of the
potential bidder or other financial disclosure, acceptable to, and
requested by, the Debtors, which information will demonstrate the
financial capability of the potential bidder to purchase the
Acquired Assets, and provide "adequate assurance of future
performance" with respect to assumed contracts should the
potential bidder be the successful bidder; provided, however, if
the prospective bidders have financial statements that are audited
by outside accountants, the financial statements required hereby
will be audited financial statements, and in all events an
authorized representative of the bidder will certify the financial
statements required hereby as true and correct, (iii) have
provided evidence that the bidder has the necessary internal
authorizations and approvals necessary to engage in the
transaction without the consent of any entity that has not already
been obtained or that if any consent is required it can be
obtained, and (iv) have delivered a cashier's check made payable
to Berger Singerman, or wire transfer in an amount not less than
$500,000.

The bid must include an executed definitive purchase agreement
which will be for the purchase of all or substantially all of the
acquired assets and the assumption of substantially all of the
assumed liabilities and must be marked to show changes from the
agreement (the "Marked Agreement").  Modifications or amendments
to the proposed Agreement that are contained in the Marked
Agreement must be "red lined" in order to be enforceable
against the Debtors.  The Marked Agreement must, among other
things, provide for consideration to the Debtors' estates of not
less than $8,870,000 in cash, plus and the assumption of the
assumed liabilities, exclusive of any post closing adjustments
provided for in the Marked Agreement that do not guarantee
additional cash to the Debtors' estates.

Under the approved bidding and sale procedures, bids must be
submitted to Berger Singerman, P.A., and Kirkland & Ellis on or
before 4:00 p.m., Prevailing Eastern Time, on February 15, 2010.
Minimum amount of the incremental bids must be at $100,000.

The auction will be held on February 18, 2010, at 10:00 a.m.,
prevailing Eastern Time, at the offices of Berger Singerman.  The
sale hearing will be on February 19, 2010, at 9:30 a.m.,
prevailing Eastern Time.

A copy of the sale agreement and bidding procedures is available
for free at http://ResearchArchives.com/t/s?4dcd

The Debtors are also allowed to assume and assign certain
unexpired leases and executory contracts.

Proposed Purchaser's is represented by Kirkland & Ellis LLP.

                    About Protective Products

Sunrise, Florida-based Protective Products of America, Inc.,
formerly known as Ceramic Protection Corporation --
http://www.protectiveproductsofamerica.com/-- engages in the
design, manufacture and marketing of advanced products used to
provide ballistic protection for personnel and vehicles in the
military and law enforcement markets.

The Company filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. S.D. Fla. Case No. 10-10711).  The
Company's affiliates -- PC Holding Corporation of America; Ceramic
Protection Corporation of America; Protective Products
International Corp.; and Protective Products of North Carolina,
LLC -- also filed separate Chapter 11 petitions.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


PROTECTIVE PRODUCTS: Taps Berger Singerman as Bankruptcy Counsel
----------------------------------------------------------------
Protective Products of America, Inc., et al., have asked for
permission from the U.S. Bankruptcy Court for the Southern
District of Florida to employ Jordi Guso and the law firm of
Berger Singerman, P.A., as bankruptcy counsel, nunc pro tunc to
the Petition Date.

Berger Singerman will, among other things:

     a. prepare motions, pleadings, orders, applications,
        adversary proceedings, and other legal documents necessary
        in the administration of the Debtors' Chapter 11 cases;

     b. protect the interests of the Debtors in matters pending
        before the Court;

     c. advise the Debtors in connection with the sale of their
        businesses; and

     d. represent the Debtors in negotiations with their creditors
        and in the preparation of a plan.

Jordi Guso, a shareholder of Berger Singerman, says that the firm
will be paid based on the hourly rates of its personnel:

             Jordi Guso                            $525
             Attorneys                          $260-$560
             Legal Assistants & Paralegals       $75-$195

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

The Court has granted an interim approval on the Debtors' request
to employ Berger Singerman.  The Court has set a hearing for
February 10, 2010, at 2:30 p.m. on the Debtors' request for the
employment of Berger Singerman.

Sunrise, Florida-based Protective Products of America, Inc.,
formerly known as Ceramic Protection Corporation --
http://www.protectiveproductsofamerica.com/-- engages in the
design, manufacture and marketing of advanced products used to
provide ballistic protection for personnel and vehicles in the
military and law enforcement markets.

The Company filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. S.D. Fla. Case No. 10-10711).  The
Company's affiliates -- PC Holding Corporation of America; Ceramic
Protection Corporation of America; Protective Products
International Corp.; and Protective Products of North Carolina,
LLC -- also filed separate Chapter 11 petitions.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


PRESSTEK INC: Daeg Capital, Kimelman Disclose Equity Stake
----------------------------------------------------------
Daeg Capital Management, LLC; Daeg Partners, L.P.; and Scott
Kimelman disclosed beneficial ownership of shares of Presstek,
Inc. common stock.  Daeg Capital and Daeg Partners hold 2,000,600
or roughly 5.4% of Presstek shares.  Mr. Kimelman holds 2,031,300
or roughly 5.5% of Presstek shares.

As reported by the Troubled Company Reporter on December 28, 2009,
Presstek and certain of its affiliated U.S. companies entered into
an Amendment No. 1 to Forbearance and Amendment Agreement with its
bank lending group consisting of RBS Citizens, National
Association, as Administrative Agent and Lender, Keybank National
Association and TD Bank, N.A.  The expiration date of the Original
Forbearance was extended to the earlier of the fifth day following
the date on which the pending sale by the Company of its Lasertel,
Inc. subsidiary is completed and March 31, 2010.

Presstek expects to finalize a new revolving credit facility at or
around the time of the closing of the sale of the Company's
Lasertel subsidiary, which is currently expected to occur in the
first quarter of 2010.

The extension of the forbearance agreement is intended to ensure
that the Company will continue to have access to its credit
facility to meet its operating needs until the expected new credit
facility is in place.

                        About Presstek

Greenwich, Connecticut-based Presstek, Inc. (NASDAQ: PRST) --
http://www.presstek.com/-- manufactures and markets high tech
digital imaging solutions to the graphic arts and laser imaging
markets.  Presstek's patented DI(R), CTP and plate products
provide a streamlined workflow in a chemistry-free environment,
thereby reducing printing cycle time and lowering production
costs.  Presstek solutions are designed to make it easier for
printers to cost effectively meet increasing customer demand for
high-quality, shorter print runs and faster turnaround while
providing improved profit margins.  Presstek subsidiary, Lasertel,
Inc., manufactures semiconductor laser diodes for Presstek's and
external customers' applications.


QSI HOLDINGS: High Court Won't Review Private Equity Safe Harbor
----------------------------------------------------------------
WestLaw reports that certiorari has been denied from a decision in
which the Sixth Circuit Court of Appeals, ruling on a matter of
apparent first impression for the court, held that payments that
were made to a corporate debtor's shareholders in connection with
the leveraged buyout of privately held securities qualified as
"settlement payments" for purposes of 11 U.S.C. Sec. 546(e), the
section of the Bankruptcy Code generally barring a trustee's
avoidance of prepetition margin and settlement payments made by or
to a commodity broker, forward contract merchant, stockbroker,
financial institution, financial participant, or securities
clearing agency.  The transaction had the characteristics of a
common leveraged buyout involving the merger of nearly equal
companies, the Court of Appeals explained, and nothing in the
statute indicated a congressional intent to restrict the statute's
protection to publicly traded securities.  Moreover, there was no
reason to conclude that unwinding the settlement would have less
of an impact on the financial markets than a settlement involving
publicly traded securities.  The Court of Appeals also held that
the role played by a bank in the leveraged buyout satisfied the
requirement that the transfer be made to a financial institution.
The bank collected shares of the debtor's stock from individual
shareholders and the trustee for the debtor's employee stock
ownership trust (ESOT), transferred those securities to the
acquiring company, and distributed consideration to individual
shareholders or to the ESOT trustee for distribution to ESOT
participants.

The debtor's petition for writ of certiorari presented two
questions.  First, the petition asked "[w]hether section 546(e)
prevents a trustee from recovering otherwise avoidable prepetition
transfers solely because the funds passed through a financial
institution that had no dominion or control over the funds[.]"
The second question asked "[w]hether a payment made in a purely
private securities transaction is a 'settlement payment' exempt
from avoidance, even though both the statutory definition
(requiring such payments to be 'commonly used in the securities
trade') and the legislative history of the provision show that the
term applies only to public transactions[.]"  Both questions were
important to the administration of bankruptcy cases, the petition
stated, and on both issues the federal courts are in conflict. QSI
Holdings, Inc. v. Alford, --- S.Ct. ---- (Mem), 2010 WL 154962
(U.S.), 78 USLW 3239.

The Troubled Company Reported about the case below, In re QSI
Holdings, Inc., 571 F.3d 545 (6th Cir.), on July 14, 2009.


RCN CORP: Bank Debt Trades at 5% Off in Secondary Market
--------------------------------------------------------
Participations in a syndicated loan under which RCN Corporation is
a borrower traded in the secondary market at 94.85 cents-on-the-
dollar during the week ended Friday, Jan. 22, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.66 percentage
points from the previous week, The Journal relates.  The Company
pays 225 basis points above LIBOR to borrow under the facility.
The bank loan matures on April 24, 2014.  It carries Moody's B1
rating while it is not rated by Standard & Poor's.  The debt is
one of the biggest gainers and losers among 166 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Jan. 22.

RCN Corporation (NASDAQ: RCNI) -- http://www.rcn.com/-- is a
provider of bundled cable, high-speed internet and phone services
delivered over its own fiber-optic local network to residential,
small business and commercial customers in the U.S.  The Company
provides service in the Boston, Chicago, Eastern Pennsylvania, New
York, and Washington, D.C. metropolitan markets.  One of its
divisions, RCN Business Services, provides bulk video, high-
capacity data and voice services to small and medium business
customers.  RCN's other commercial division, RCN Business
Solutions, is dedicated to meeting the fiber-based network
requirements of enterprise, wholesale telecom and government
accounts.


READER'S DIGEST: Court's Written Order Confirming Plan
------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York signed a written order, on
January 19, 2010, confirming the Third Amended Joint Plan of
Reorganization filed by The Reader's Digest Association, Inc., and
its debtor-affiliates.

Judge Drain confirmed the Plan after finding that it satisfies the
statutory requirements under Sections 1129(a) and (b) of the
Bankruptcy Code:

A. The Plan complies with all applicable provisions of the
  Bankruptcy Code as required by Section 1129(a)(1) of the
  Bankruptcy Code, including Sections 1122 and 1123 of the
  Bankruptcy Code.

  Pursuant to Sections 1122(a) and 1123(a)(1) of the Bankruptcy
  Code, the Plan provides for the separate classification of
  Claims and Interests into 10 Classes, based on differences in
  the legal nature or priority of the Claims and Interests,
  other than Administrative Expense Claims, DIP Facility Claims
  and Priority Tax Claims, which are not required to be
  designated as separate Classes pursuant to Section 1123(a)(1).
  Valid business, factual and legal reasons exist for the
  separate classification of the various Classes of Claims and
  Interests created under the Plan, the classifications were not
  done for any improper purpose and the creation of the Classes
  does not unfairly discriminate between or among Holders of
  Claims or Interests.

  In accordance with Section 1122(a), each Class of Claims and
  Interests contains only Claims or Interests that are
  substantially similar to the other Claims or Interests within
  that Class.  Accordingly, the requirements of Sections
  1122(a), 1122(b), and 1123(a)(1) have been satisfied.

B. The Debtors, as proponents of the Plan, have complied with all
  applicable provisions of the Bankruptcy Code as required by
  Section 1129(a)(2), including Sections 1122, 1123, 1124, 1125,
  1126 and 1128 of the Bankruptcy Code and Rules 3017, 3018 and
  3019 of the Federal Rules of Bankruptcy Procedure.

  Votes to accept or reject the Plan were solicited by the
  Debtors after the Court approved the adequacy of the
  Disclosure Statement pursuant to Section 1125(a) of the
  Bankruptcy Code.  The Debtors have solicited and tabulated
  votes on the Plan and have participated in the activities
  described in Section 1125 fairly, in good faith within the
  meaning of Section 1125(e), and in a manner consistent with
  the applicable provisions of the Solicitation Procedures
  Order, the Disclosure Statement, the Bankruptcy Code, the
  Bankruptcy Rules, the Local Rules and all other applicable
  rules, laws and regulations, and are entitled to the
  protections afforded by Section 1125(e) and the exculpation
  provision set forth in Plan.

  The Debtors have participated in good faith and in compliance
  with the applicable provisions of the Bankruptcy Code with
  regard to the offering, issuance and distribution of
  recoveries under the Plan and, therefore, are not liable at
  any time for the violation of any applicable law, rule or
  regulation governing the solicitation of acceptances or
  rejections of the Plan or distributions made pursuant to the
  Plan, so long as the distributions are made consistent with
  and pursuant to the Plan.

C. The Debtors have proposed the Plan in good faith and not by
  any means forbidden by law.  In determining that the Plan has
  been proposed in good faith, the Bankruptcy Court has examined
  the totality of the circumstances surrounding the filing of
  the Chapter 11 Cases, the Plan itself, and the process leading
  to its formulation.

  The Plan is the product of extensive, good faith, arm's length
  negotiations between the Debtors and certain of their
  principal constituencies, including the Consenting Lenders,
  Consenting Shareholders and the Official Committee of
  Unsecured Creditors.  The Plan itself and the process leading
  to its formulation provide independent evidence of the
  Debtors' good faith, serve the public interest and assure fair
  treatment of Holders of Claims.  Consistent with the
  overriding purpose of Chapter 11, the Chapter 11 cases were
  filed, and the Plan was proposed, with the legitimate purpose
  of allowing the Debtors to reorganize and emerge from
  bankruptcy with a capital structure that will allow them to
  satisfy their obligations with sufficient liquidity and
  capital resources.  Accordingly, the requirements of Section
  1129(a)(3) are satisfied.

D. Payments made or to be made by the Debtors for services or for
  costs and expenses in or in connection with the Chapter 11
  cases, or in connection with the Plan and incident to the
  Chapter 11 cases, have been approved by, or are subject to the
  approval of, the Bankruptcy Court as reasonable.  Hence, the
  requirements of Section 1129(a)(4) are satisfied.

E. The Debtors have disclosed the identity and affiliations of
  the individuals proposed to serve as the directors and
  officers of the Reorganized Debtors, to the extent known, and
  the identity and nature of any compensation for any insider,
  who will be employed or retained by the Reorganized Debtors.
  The appointment of the remaining directors and officers, if
  any, and the compensation of all of the Reorganized Debtors'
  directors will be consistent with each Reorganized Debtor's
  applicable constituent documents, the amended forms of which
  were filed as part of the Plan Supplement.  The proposed
  directors and officers for the Reorganized Debtors Plan are
  qualified, and the appointments to, or continuance in, the
  offices of the proposed directors and officers is consistent
  with the interests of holders of Claims and with public
  policy.  Thus, the Debtors have satisfied the requirements of
  Section 1129(a)(5).

F. The Plan does not contain any rate changes subject to the
  jurisdiction of any governmental regulatory commission and
  will not require governmental regulatory approval.  Therefore,
  Section 1129(a)(6) is inapplicable to these Chapter 11 cases.

G. Each Holder of an Impaired Claim or Interest either has
  accepted the Plan or will receive or retain under the Plan, on
  account of that Claim or Interest, property of a value, as of
  the Effective Date, that is not less than the amount that the
  Holder would receive or retain if the Debtors were liquidated
  under Chapter 7 of the Bankruptcy Code on that date.

  The liquidation analysis to the Disclosure Statement and the
  other related evidence in support of the Plan that was
  proffered or adduced at or prior to the Confirmation Hearing:

  * are reasonable, persuasive, credible and accurate as of the
    dates the analysis or evidence was prepared, presented or
    proffered;

  * utilize reasonable and appropriate methodologies and
    assumptions;

  * have not been controverted by other evidence; and

  * establish that, Holders of Allowed Claims in every Class
    will recover as much or more under the Plan on account of
    the Claim, as of the Effective Date, than the amount the
    Holder would receive if the Debtors were liquidated on the
    Effective Date under Chapter 7.  Hence, requirements under
    Section 1129(a)(7) are satisfied.

H. Classes 1 and 2 are Unimpaired Classes of Claims and Class 9
  a Class of Unimpaired Intercompany Interests, each of which
  are conclusively presumed to have accepted the Plan under
  Section 1126(f) of the Bankruptcy Code.  As set forth in the
  Voting Certifications, Classes 3, 4, 6 and 10 have voted to
  accept the Plan and Class 5 has voted to reject the Plan.
  Classes 7 and 8 are not receiving any distributions under the
  Plan, and are conclusively deemed to reject the Plan pursuant
  to Section 1126(g).

  Because the Plan has not been accepted by Class 5 and because
  Classes 7 and 8 are conclusively deemed to reject the Plan,
  the Debtors sought Confirmation under Section 1129(b), rather
  than Section 1129(a)(8) of the Bankruptcy Code.  Although
  Section 1129(a)(8) has not been satisfied with respect to the
  Rejecting Classes, the Plan is confirmable because the Plan
  does not discriminate unfairly and is fair and equitable with
  respect to the Rejecting Classes and, thus, satisfies the
  requirements of Section 1129(b) with respect to those Classes.

I. The Treatment of Allowed Administrative Expense Claims,
  Allowed DIP Facility Claims and Priority Tax Claims under the
  Plan satisfies the requirements of, and complies in all
  respects with, Section 1129(a)(9), hence, the requirements of
  that section 1129(a)(9) are satisfied.

J. As set forth in the Voting Certifications, Classes 3, 4, 6 and
  10 voted to accept the Plan.  Thus, there is at least one
  Class of Claims that is Impaired under the Plan that has
  accepted the Plan without including any acceptance of the Plan
  by any insider.  The Debtors, therefore, have satisfied the
  requirements of Section 1129(a)(10).

K. The Plan satisfies Section 1129(a)(11) because the evidence
  supporting the Plan proffered or adduced by the Debtors at, or
  prior to, or in declarations filed in connection with, the
  Confirmation Hearing:

  * is reasonable, persuasive, credible and accurate as of the
    dates such analysis or evidence was prepared, presented, or
    proffered;

  * utilizes reasonable and appropriate methodologies and
    assumptions;

  * has not been controverted by other evidence;

  * establishes that the Plan is feasible and Confirmation of
    the Plan is not likely to be followed by the liquidation, or
    the need for further financial reorganization, of the
    Reorganized Debtors or any successor to the Reorganized
    Debtors under the Plan except as provided in the Plan; and

  * establishes that the Reorganized Debtors will have
    sufficient funds available to meet their obligations under
    the Plan.  Therefore, the Debtors satisfied the requirements
    of Section 1129(a)(11).

L. The Debtors have satisfied the requirements of Section
  1129(a)(12) because the Plan provides that all fees payable
  pursuant to Section 1930 of the of the Judicial and Judiciary
  Procedures Code, as determined by the Bankruptcy Court at the
  Confirmation Hearing, will be paid prior to the closing of the
  cases when due or as soon thereafter as practicable.

M. Section 1129(a)(13) requires a plan to provide for "retiree
  benefits" at levels established pursuant to Section 1114 of
  the Bankruptcy Code.  The Plan provides that, on and after the
  Effective Date, all retiree benefits will continue to be paid
  for the duration of the periods the Debtors have obligated
  themselves to provide those benefits, if any, and subject to
  any contractual rights to terminate or modify the benefits in
  accordance with applicable law.  Accordingly, the requirements
  of Section 1129(a)(13) have been satisfied.

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

Finding that the Plan complies with the statutory requirements,
Judge Drain confirmed the Plan on January 15, 2010, and signed his
findings of fact, conclusions of law and order confirming the Plan
on January 19.  Judge Drain held that any resolutions of
objections to Confirmation explained on the record at the
Confirmation Hearing are incorporated by reference, and all
unresolved objections, statements, and reservations of rights are
overruled on the merits.

A full-text copy of the signed Confirmation Order is available for
free at http://bankrupt.com/misc/RDA_Confirmation_Order.pdf

Under the Plan, the Debtors 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.
Holders of the Debtors' senior secured debt will receive equity,
effectively transferring ownership of Reader's Digest to a lender
group led by J.P. Morgan Chase & Co.

The Debtors' retirees have strongly opposed to the confirmation of
the Plan.  In their response to the Plan objections, the Debtors
asserted that the Plan provides for the continuation of retiree
benefits.

In his 76-page Confirmation Order, Judge Drain held that the
Debtors or the Reorganized Debtors will continue their Pension
Plan in accordance with its terms.  He also directed the Debtors
or Reorganized Debtors to satisfy the minimum funding standards
and administer the Pension Plan in accordance with the provisions
of the Employee Retirement Income Security Act and the Internal
Revenue Code, subject to any contractual or statutory rights to
terminate or modify that plan.

               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: Gets Nod to Settle With RD Pension Trustees No. 2
------------------------------------------------------------------
Reader's Digest Association Inc. and its units obtained approval
of approval 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.

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: Proposes to Sell Notes to Refinance Exit Loans
---------------------------------------------------------------
Reader's Digest Association Inc. and its units seek the Court's
authority to enter into an agreement to issue and sell notes to
refinance their (i) obligations under their new first and second
priority secured term loans to be issued on the effective date of
their plan of reorganization, and (ii) reinstated euro term loan.
The Debtors also ask the Court to approve certain indemnification
and contribution obligations, and payment of fees and expenses to
the initial purchasers.

James H.M. Sprayregen P.C., Esq., at Kirkland & Ellis LLP, in New
York, relates that the Debtors are moving expeditiously to exit
from the Chapter 11 cases, and hope to have the Effective Date of
the Plan occur no later than January 31, 2010.  On January 19, the
Court entered its findings of fact, conclusions of law and order
confirming the Debtors' Third Amended Joint Chapter 11 Plan of
Reorganization.

Pursuant to the Debtors' debtor-in-possession credit agreement, on
the Effective Date, the DIP Facility will (a) subject to the terms
of the DIP Facility, convert into a new first priority term loan
pursuant to the Exit Credit Agreement, or (b) be paid off in full
in cash.  In addition, the Plan provides that, on the Effective
Date, the Debtors will enter into a new second priority term loan,
and reinstate their euro term loan.  As noted in the Disclosure
Statement, Mr. Sprayregen notes, the New First Priority Term Loan,
the New Second Priority Term Loan and the Reinstated Euro Term
Loan may be refinanced at any time.

As part of a proposed refinancing, the Debtors are working with
J.P. Morgan Securities Inc., Goldman, Sachs & Co., Credit Suisse
(USA) Securities, Inc., and potentially certain other parties for
a proposed purchase and sale of senior secured fixed rate notes
and senior secured floating rate notes pursuant to the Purchase
Agreement.  The Initial Purchasers will work with the Debtors to
prepare offering materials to be used in a "road show" to identify
qualified institutional purchasers, to whom the Initial Purchasers
will resell the Securities.

While the terms of the Purchase Agreement, including pricing and
cost, are not yet finalized, and the Debtors have not made a final
decision as to whether to proceed with the Purchase Agreement,
they say they are seeking authority to enter into the Purchase
Agreement at this time for several important reasons.  The Debtors
believe that the current conditions in the bond market may make it
an optimal time to arrange an issuance and sale of the Securities.

By taking advantage of current market conditions and locking in
commitments as soon as possible, the Debtors anticipate being able
to refinance their obligations under the Exit Facilities,
according to Mr. Sprayregen.  Were the Debtors to proceed with the
refinancing, they believe the refinancing will result in
significant savings as well as ensure certainty in a financing
landscape that is dynamic, ever-changing and subject to global
economic conditions, Mr. Sprayregen asserts.  He notes that the
Debtors cannot be sure that optimal conditions will exist in the
future given the volatile and unpredictable nature of the
financial markets.

Once the terms of the Purchase Agreement are finalized, the
Debtors will need to move quickly to effectuate the transaction,
Mr. Sprayregen tells the Court.  Because it is impracticable for
the Debtors to finalize the terms of the Purchase Agreement and
subsequently file a motion seeking authority to enter into that
agreement, he avers that the Debtors are seeking authority at this
time.  He assures Judge Gonzalez that the Debtors intend to enter
into the Purchase Agreement only if entry into the Purchase
Agreement will result in material interest expense savings.

The Debtors say they intend to communicate the proposed material
terms of the Purchase Agreement to the steering committee for the
prepetition lenders and the Official Committee of Unsecured
Creditors on a confidential basis once terms are finalized.  In
addition, in the meanwhile, the Debtors disclose that they will
explore if alternative financing can be obtained on better
economic or other terms than could be obtained through the
Purchase Agreement, including through a bank financing, prior to
executing the Purchase Agreement.

Should they proceed with the Purchase Agreement, the Debtors will
utilize the proceeds from the sale of the Securities to pay off
the principal on the Exit Facilities, Mr. Sprayregen tells Judge
Gonzalez.

The salient terms of the Purchase Agreement are:

  (a) The Reader's Digest Association, Inc., agrees to issue and
      sell the Securities to the Initial Purchasers, and each
      Initial Purchaser, agrees, severally and not jointly, to
      purchase from Reader's Digest the respective principal
      amount of the Fixed Rate Notes and Floating Rate Notes;

  (b) Reader's Digest and each of the Guarantors jointly and
      severally agree to indemnify and hold harmless each
      Initial Purchaser from and against all losses, claims,
      damages and liabilities that arise out of, or are based
      upon, any untrue statement contained in the Preliminary
      Offering Memorandum, or any untrue statement made in
      reliance upon and in conformity with any information
      relating to any Initial Purchaser furnished to Reader's
      Digest in writing by the Initial Purchaser through its
      representatives;

  (c) If the Indemnification Obligations are unavailable to an
      Indemnified Person or insufficient in respect of any
      losses, then each Indemnifying Person, in lieu of
      indemnifying that Indemnified Person, will contribute to
      the amount paid or payable by the Indemnified Person as a
      result of the losses, claims, damages or liabilities:

      * in proportion as is appropriate to reflect the relative
        benefits received by Reader's Digest and the Guarantors,
        on the one hand, and the Initial Purchasers on the other
        from the offering of the Securities; or

      * if that first allocation is not permitted by applicable
        law, in proportion as is appropriate to reflect not only
        the relative benefits of that allocation but also the
        relative fault of Reader's Digest and the Guarantors,
        and the Initial Purchasers in connection with the
        statements or omissions that resulted in those losses,
        claims, damages or liabilities, as well as any other
        relevant equitable considerations; and

  (d) Whether or not the transactions contemplated by the
      Purchase Agreement are consummated or the Purchase
      Agreement is terminated, Reader's Digest and each of the
      Guarantors jointly and severally agree to pay all costs
      and expenses incident to the performance of their
      respective obligations.

Mr. Sprayregen notes that both the Debtors and the Reorganized
Debtors will be bound by the terms of the Purchase Agreement
solely upon execution of and entry into the Purchase Agreement.

The Debtors also ask the Court for a shortened notice period on
their request so that a hearing to consider the request can set
for January 21, 2010.

               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)


ROTHSTEIN ROSENFELDT: Rothstein Wife's Photos Included in Auction
-----------------------------------------------------------------
Paula McMahon at South Florida Sun-Sentinel reports the U.S.
Bankruptcy Court denied Scott Rothstein's bid to block the sale of
his wife posing with public figures as Bill Cosby and Florida Gov.
Charlie Crist.

Sun-Sentinel reports that Mr. Rothstein had asked that seven
photos showing his wife, Kimberly, be withheld from an auction
that took place Saturday to reimburse creditors and investors.
According Sun-Sentinel, Mike Seese, Esq., Mr. Rothstein's
bankruptcy counsel, said his client was concerned that the photos
would wind up being put on display in restaurants or other
establishments.  "Mr. Rothstein feels that his wife has been
through enough," Sun-Sentinel quotes Mr. Seese as saying.  He
offered to allow the trustees to shred the photos if they wanted,
to prevent the sale, Sun-Sentinel relates.

Sun-Sentinel says U.S. Bankruptcy Judge Raymond Ray held that Mr.
Rothstein had already put the photos in the public domain and used
them in the commission of a crime; specifically, to make himself
appear legitimate in the eyes of would-be investors.  "Mr.
Rothstein had them out there for a purpose," Judge Ray said,
according to the report.

Sun-Sentinel relates the photos showed Scott and Kimberly
Rothstein with Cosby; Crist; Dan Marino; U.S. Sen. John McCain and
his wife, Cindy; California Gov. Arnold Schwarzenegger; U.S. Sen.
Joe Lieberman; former U.S. Sen. Mel Martinez; and former
Republican vice presidential nominee Sarah Palin.

Sun-Sentinel relates Chuck Lichtman, Esq., counsel to the
bankruptcy trustee, said it was "selfish" of Mr. Rothstein to seek
to prevent the sale of those photos.  He noted that the
auctioneers selling the items believe they have significant value
because of Mr. Rothstein's notoriety, according to the report.

As reported by the Troubled Company Reporter on January 22, 2010,
Fisher Auction Co., Inc. was engaged by the U.S. Bankruptcy
Trustee, Herbert Stettin, to conduct an auction scheduled for
January 23 of the contents of Mr. Rothstein's former law offices
-- Rothstein Rosenfeldt Adler PA.  Mr. Rothstein is now in custody
on a variety of federal charges.

Auction was to take place at AMC Liquidators Showroom, 3705 West
Commercial Blvd., Tamarac, Florida, commencing 10 a.m.

Creditors of Rothstein Rosenfeldt Adler PA signed a petition
sending the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case
No. 09-34791).  The petitioners include Bonnie Barnett, who says
she lost $500,000 in legal settlement investments; Aran
Development, Inc., which said it lost $345,000 in investments; and
trade creditor Universal Legal, identified as a recruitment firm,
which said it is owed $7,800.  The creditors alleged being owed
money invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the Chapter
11 trustee in the involuntary bankruptcy case.


RYERSON HOLDING: Moody's Assigns 'Caa3' Rating on $200 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa3 rating to Ryerson
Holding Corporation's proposed $200 million of Senior Discount
Notes (Discount Notes) and assigned Caa1 corporate family and
probability of default ratings to Ryerson Holding, which owns
Ryerson Inc, a leading North American metals service center.
These ratings have a negative outlook.  Net proceeds of the note
offering will be used to pay a dividend to Ryerson Holding's
shareholder, Platinum Equity.  The Caa1 corporate family rating
represents an effective one-notch downgrade of the CFR primarily
due to the additional debt associated with the financing, which
will raise adjusted leverage to approximately 30x FY2009 EBITDA,
and Moody's expectation for a continuation of weak end-market
demand for metals in 2010, while the Caa3 rating for the Discount
Notes reflects their structural subordination to approximately
$1.33 billion of debt, pension liabilities and trade payables at
Ryerson Inc.

In a related action, Moody's affirmed the Caa1 rating for Ryerson
Inc.'s senior secured notes.  If the proposed financing concludes
as planned, Moody's will withdraw the existing B3 corporate family
and probability of default ratings for Ryerson Inc., and re-assign
its SGL-3 speculative grade liquidity rating at Ryerson Holding.
Moody's convention is to assign these "issuer" ratings to the
highest level in a family's corporate structure that has rated
debt.

While Platinum Equity believes the Discount Notes will be retired
in the near term with the proceeds of an initial public offering,
the same industry factors that are negatively impacting Ryerson
Holding's operating results and weighing on its credit metrics may
be an impediment to an IPO.  While Moody's foresees improvement in
metals markets in 2010 over comatose 2009 conditions, the
improvement is likely to be gradual, modest and very sensitive to
global macroeconomic developments.  Therefore, Moody's believe it
is very financially aggressive for Ryerson Holding to be adding
debt and taking a dividend at this time.  Pro forma for the
Discount Notes, Ryerson Holding's consolidated debt will be
$950 million as of December 31, 2009 (in addition, Moody's adds
$476 million of debt-equivalent liabilities to take into account
$296 million of underfunded pension obligations and $180 million
of operating lease adjustments).

In 2009, the company earned approximately $47 million of EBITDA on
a LIFO basis, making pro forma debt to EBITDA 20x on a pro forma
as-reported basis and 30x on a Moody's-adjusted basis.  In
addition, even with an anticipated improvement in operating
results, it is likely that Ryerson Holding's operating cash flow
will be negative in 2010 as working capital builds from its
currently low levels.  From peak (2Q08) to trough (2Q09), Ryerson
Holding's net working capital fell by approximately $650 million,
which provides a benchmark for forecasts of future changes in
working capital.  Finally, with respect to the rating on the
proposed Discount Notes, their structural subordination to all
other debt and other liabilities at Ryerson Holding and its
subsidiaries, approximately $1.33 billion, leads to a 94% loss-
given-default (LGD) for the Discount Notes and a two-notch
difference from the corporate family rating.

These ratings were assigned:

Ryerson Holding Corporation

* $200 million Senior Discount Notes due 2015 -- Caa3 (LGD6, 94%)
* corporate family rating -- Caa1
* probability of default rating -- Caa1
* speculative grade liquidity rating -- SGL-3

These ratings were affirmed:

Ryerson Inc.

* $102.9 million of senior secured floating rate notes due
  November 2014 -- Caa1 (LGD4, 58%)

* $376.2 million of senior secured 12% notes due November 2015 --
  Caa1 (LGD4, 58%)

Moody's previous rating action for Ryerson was on December 4,
2008, when the ratings for Ryerson Inc. were lowered two notches,
the corporate family rating to B3 from B1, and the senior secured
notes to Caa1 from B2.

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

Ryerson Inc., which is wholly owned by Ryerson Holding
Corporation, is the second largest metals service center in North
America, with approximately 100 locations in the U.S., Canada, and
China.  For the 12 months ended September 30, 2009, it had net
sales of $3.4 billion.


RYERSON HOLDING: S&P Assigns Corporate Credit Rating at 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Chicago, Illinois-based Ryerson Holding Corp.,
holding company parent of Ryerson Inc., a leading North American
processor and distributor of metals.  At the same time, S&P
affirmed its existing ratings on Ryerson Inc., including its 'B-'
corporate credit rating.  The outlook on both ratings is negative.

S&P also assigned a 'CCC' issue-level rating (two notches below
the corporate credit rating) and a '6' recovery rating to
Ryerson's proposed $200 million five-year senior discount notes.
The '6' recovery rating reflects S&P's expectation of negligible
(0%-10%) recovery in the event of a payment default given the
structural subordination of the proposed notes to Ryerson's
existing credit facility and senior secured notes.

Ryerson Holdings Corp. is a holding company that has no operations
or assets other than the stock of Ryerson, which S&P understands
is its principal operating subsidiary, and its other subsidiaries,
as well as 30% direct ownership of Ryerson's China operations.
S&P view Ryerson Holding Corp. as a consolidated enterprise.

The proceeds from the proposed note issuance will be used to pay
an approximately $190 million dividend to its owners, Platinum
Equity.  Pro forma for the proposed transaction at year end 2009,
S&P expects Ryerson Inc. to have approximately $950 million of
outstanding consolidated debt.

"The rating affirmation reflects S&P's expectation that the recent
weakness in both steel and aluminum market conditions in North
America over the past several months will continue at least into
the first half of 2010," said Standard & Poor's credit analyst
Maurice Austin.  "Despite weak end markets resulting in lower
profitability, S&P expects Ryerson to maintain sufficient
liquidity to meet its near-term financial obligations." In
addition, the company faces minimal near-term debt maturities as
its credit facility does not expire until October 2012.  Still,
consolidated credit measures continue to be weak for the rating,
with pro forma total adjusted debt to EBITDA well over 10x for
2009.  However, as S&P assumes higher EBITDA in 2010 due to S&P's
expectations of a moderate economic recovery in the second half of
the year, S&P expects this measure to strengthen as 2010
progresses possibly to less than 10x by the end of the year,
although, in S&P's view, this would still be somewhat weak for the
rating given the company's vulnerable business risk profile.

The rating on Ryerson reflects its very highly leveraged financial
profile and thin interest coverage, given its very challenging
operating conditions, low margins relative to some of its peers,
and participation in the highly cyclical and volatile steel
industry.  Still, S&P expects that the company's near-term
liquidity position will remain sufficient to meet its obligations.
However, declining inventory levels and values have lowered the
borrowing base collateral, which could constrain liquidity as
demand improves and the company has to maintain higher inventory
levels to service its customers.

In the highly fragmented steel distribution industry, Ryerson's
operations are highly cyclical and working-capital intensive,
which results in a high degree of volatility in profitability and
cash flow.  In addition, its operating margins (before
depreciation and amortization) of about 3% are lower than those of
some other service centers, which typically average in the mid-to-
high single digits.  This difference is attributable to the
combination of their historical working-capital management
relative to inventory as well as Ryerson's customer mix, which is
about 55% contractual and generates lower margins than
transactional business.  However, the company would like to
increase its exposure to the higher-margin transactional business.
Still, during cyclical downturns, depleting inventories are
typically a source of cash, which the company could use to reduce
debt and maintain liquidity.

The negative rating outlook reflects that S&P's rating assumptions
incorporate the impact of the ongoing cyclical downturn on
Ryerson's financial performance and overall credit profile over
the next several quarters.  Ryerson has a good market position,
and S&P believes that the steel industry has good long-term growth
prospects.  However, the company's extremely leveraged financial
profile, combined with S&P's expectation that market conditions
will remain challenging in the near term, poses rating downside
potential.  Based on S&P's operating assumptions, 2009 pro forma
total debt to EBITDA will likely exceed 20x, with EBITDA coverage
of interest about 1x and total liquidity, consisting of revolver
availability and cash remaining close to $350 million.  In 2010,
S&P expects total debt to EBITDA of about 9x, with EBITDA coverage
of interest about 1.5x and total liquidity of about $400 million.
Although S&P considers Ryerson's credit measures to be weak for
the rating, S&P believes that liquidity is sufficient to meet its
near-term obligations.

S&P could lower the rating if its assumed first-half 2010 recovery
takes longer than expected and operating conditions continue to
deteriorate, or if the company's revolver availability continues
to decline.  Specifically, if the revolver availability declines
to less than $125 million.

A positive rating action could occur if prices and volumes
increased, resulting in improving operating performance, though
this seems less likely in the near term given Ryerson's highly
leveraged financial profile and the difficult market conditions.


SENTINEL MANAGEMENT: Trustee's Audit Malpractice Suit Survives
--------------------------------------------------------------
WestLaw reports that the inference, under the allegations of a
Chapter 11 trustee's complaint, that the debtor-investment advisor
received meaningful benefits as a result of its principals'
alleged fraud was not so strong as to warrant the dismissal, on a
motion to dismiss, of the trustee's claims against the debtor's
prepetition auditors for negligent accounting malpractice and
aiding and abetting based on the in pari delicto doctrine.
Although the complaint indicated that the principals' wrongdoing
allowed the debtor to acquire more money and control of assets for
its own accounts and, by inference, gave the debtor more time to
work its way out of its difficulties, a question remained as to
whether the benefits to the debtor were meaningful, as opposed to
illusory benefits meant to conceal the benefits solely intended
for those who controlled the debtor.  Grede v. McGladrey & Pullen
LLP, --- B.R. ----, 2009 WL 3094850 (N.D. Ill.) (Zagel, J.).

Coverage about the Chapter 11 Trustee's $550 million suit against
McGladrey & Pullen LLP appeared in the Troubled Company Reporter
on Mar. 25, 2008.

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- was a full service firm offering
a variety of security solutions.  The Company filed a voluntary
Chapter 11 petition on August 17, 2007 (Bankr. N.D. Ill. Case No.
07-14987).  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd., represent the Debtor.  Lawyers at
Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtor
sought bankruptcy protection, it estimated assets and debts
of more than $100 million.

On August 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Marc I. Fenton, Esq., at DLA Piper
US LLP, and Vincent E. Lazar, Esq, at Jenner & Block LLP,
represent the Chapter 11 Trustee.

As reported in the Troubled Company Reporter on January 2, 2009,
the Court confirmed a plan of liquidation for Sentinel on
December 15, 2008, and Mr. Grede is managing the liquidation.


SEVEN SEAS: S&P Assigns Corporate Credit Rating at 'B'
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Seven Seas Cruises S. DE R.L.  The rating outlook
is negative.

At the same time, S&P assigned its issue-level and recovery
ratings to Seven Seas Cruises proposed $200 million second-lien
senior secured notes due 2017.  The notes were rated 'CCC+' (two
notches lower than the 'B' corporate credit rating on the company)
with a recovery rating of '6', indicating S&P's expectation of
negligible (0% to 10%) recovery for noteholders in the event of a
payment default.  The company will primarily use proceeds to
refinance Seven Seas Cruises' existing $139 million second-lien
term loan, to repay $10 million of the existing first-lien term
loan (which S&P does not rate), to collateralize a $20 million
second-lien letter of credit, and to bolster cash balances.

The corporate credit rating for Seven Seas incorporates a view of
a consolidated enterprise, including both Seven Seas (operator of
the Regent cruise brand) and Oceania Cruises Inc. as wholly owned
subsidiaries of Prestige Cruise Holdings Inc., a corporation
controlled by Apollo Management L.P.  Although management's
intention is to operate Oceania and Regent as two independent
brands, and while they are financed separately, S&P believes that
the strategic relationship between the entities within the context
of Apollo's investment in the high-end cruise line niche warrants
S&P's taking a holistic view of the family of companies.

"The 'B' corporate credit rating reflects Seven Seas'
vulnerability within the cruise sector because of its small fleet
and niche market strategy; limited cash flow diversity, with three
vessels driving the bulk of cash flow generation; high debt
leverage; the capital-intensive nature of the cruise industry; and
the travel industry's susceptibility to economic cycles and global
political events," noted Standard & Poor's credit analyst Emile
Courtney.  "The high quality of Seven Seas' Regent branded
vessels, S&P's favorable view of the niche segment in which the
company operates, and the company's good visibility into future
bookings serve as partial offsets to the negative rating factors."


SMART ONLINE: Amends Reimbursement Deal with Atlas Capital
----------------------------------------------------------
Smart Online, Inc., and Atlas Capital S.A., a Swiss business
organization, on January 19, 2010, entered into an amendment to
the Reimbursement Agreement, dated November 10, 2006, between the
Company and Atlas.

Atlas previously procured a letter of credit in favor of Paragon
Commercial Bank to serve as security under the Company's revolving
credit arrangement between the Company, as borrower, and Paragon,
as lender.  The Reimbursement Agreement sets forth the terms by
which Atlas may be reimbursed by the Company for any drawdowns by
Paragon on the letter of credit.  The Second Amendment provides
that Atlas may elect, in its sole discretion, to be reimbursed by
the Company for any such drawdowns in either common stock of the
Company, bonds, or cash.  Prior to such amendment, the
Reimbursement Agreement allowed the Company to reimburse Atlas in
either cash or stock, at the Company's election.

Atlas is a beneficial owner of 10% or more of the Common Stock of
the Company, and an "Investor" as defined in the Convertible
Secured Subordinated Note Purchase Agreement, dated November 14,
2007, between the Company and certain Investors, under which the
Company is entitled to elect to sell to the Investors, and the
Investors are obligated to buy convertible promissory notes.

The Company entered into the Second Amendment in consideration for
a waiver from the Investors. Sales of Notes to the Investors are
subject to certain conditions, including the absence of events or
conditions that could reasonably be expected to have a material
adverse effect on the ability of the Company to perform its
obligations under the Note Purchase Agreement. The agent for the
Investors has advised the Company that the Company's obligations
to Dennis Michael Nouri and Reza Eric Nouri, former officers of
the Company who have obtained a judgment against the Company for
the advancement of expenses incurred by them in connection with
their defense of certain criminal and civil actions, may
constitute such a material adverse effect.  However, Atlas, as the
majority Investor, advised the Company that it would be willing to
waive the funding conditions relating to the judgment if, and for
so long as, the Nouris do not actively pursue enforcement of such
judgment, and, in addition, if the Company entered into the Second
Amendment.

                        About Smart Online

Durham, North Carolina-based Smart Online, Inc. --
http://www.smartonline.com/-- develops and markets software
products and services (One Biz(TM)) targeted to small businesses
that are delivered via a Software-as-a-Service model.  The Company
sells its SaaS products and services primarily through private-
label marketing partners.  In addition, the Company provides
sophisticated and complex Web site consulting and development
services, primarily in the e-commerce retail and direct-selling
organization industries.

At September 30, 2009, the Company had $1,788,096 in total assets
against $13,610,936 in total liabilities, resulting in
stockholders' deficit of $11,822,840.


SMART ONLINE: Board Appoints Amir Elbaz as Director
---------------------------------------------------
Smart Online, Inc.'s board of directors unanimously appointed Amir
Elbaz as a director of the Company, effective January 15, 2009, to
fill a vacancy in the Board.   Mr. Elbaz will serve until his
successor is duly elected and qualified.

Mr. Elbaz currently advises technology and renewable energy
companies on business strategy, restructuring and business
development initiatives.  Mr. Elbaz served as the Executive Vice
President & Chief Financial Officer of Lithium Technology
Corporation until November 2008.  Mr. Elbaz joined LTC in 2006 to
oversee finances and marketing, as well as business development.

Prior to joining LTC, Mr. Elbaz served as a Senior Associate of
Arch Hill Capital NV, a Dutch venture firm, from 2005-2006.
During 2004 and most of 2005 Mr. Elbaz served as Vice President of
Corporate Finance at Yorkville Advisors, where Mr. Elbaz sourced,
structured and managed investments in more than a dozen public and
private companies.  Prior to joining Yorkville Advisors, Mr. Elbaz
served for several years as an Analyst with the Economic
Department in the Procurement Mission of the Israeli Ministry of
Defense in New York City.  In that capacity Mr. Elbaz co-headed
multi-million dollar negotiations with first tier technology
companies, and was in charge of the financial aspects of the day-
to-day operations.

Mr. Elbaz holds a B.A. from the University of Haifa, Israel, and
an MBA in Finance & Investments from Bernard Baruch College, CUNY,
New York.  Following his MBA graduation, Mr. Elbaz was elected to
the International Honorary Finance Society of Beta Gamma Sigma.

There is no arrangement or understanding between Mr. Elbaz and the
Company, or to the Company's knowledge, between Mr. Elbaz and any
other person pursuant to which Mr. Elbaz was selected as a
director.

Mr. Elbaz has been determined by the Board to be "independent"
within the meaning of the Nasdaq Marketplace Rules definition of
that term.  Mr. Elbaz was appointed by the Board to serve on the
Audit Committee of the Board.

There have been no transactions, and no transactions are proposed,
by Mr. Elbaz with related persons as defined by Item 404(a) of
Regulation S-K.

Mr. Elbaz will receive compensation in the amount of $1,500 per
month as a director of the Company.

                        About Smart Online

Durham, North Carolina-based Smart Online, Inc. --
http://www.smartonline.com/-- develops and markets software
products and services (One Biz(TM)) targeted to small businesses
that are delivered via a Software-as-a-Service model.  The Company
sells its SaaS products and services primarily through private-
label marketing partners.  In addition, the Company provides
sophisticated and complex Web site consulting and development
services, primarily in the e-commerce retail and direct-selling
organization industries.

At September 30, 2009, the Company had $1,788,096 in total assets
against $13,610,936 in total liabilities, resulting in
stockholders' deficit of $11,822,840.


SMART ONLINE: To Advance Directors' Expenses Under Amended Bylaws
-----------------------------------------------------------------
Smart Online, Inc., discloses that effective January 13, 2010, it
amended and restated the Fifth Amended and Restated Bylaws of the
Company in its entirety.  The Sixth Amended and Restated Bylaws
modifies the prior bylaws by providing for changes to the
Company's policies on the indemnification and advancement of
directors and officers, which previously required the Company to
provide indemnification and advancement rights to the greatest
extent permitted under law.  The Bylaws now require the Company to
indemnify and advance certain expenses to directors and officers
and others acting on the Company's behalf as may be required by
Delaware law, or if a majority of the disinterested members of the
Board, or a duly appointed committee thereof, determine that the
person requesting indemnification acted in good faith in the
performance of his or her duties to the Company.  Furthermore,
under the Bylaws, indemnification would not be available for any
director or officer who was terminated for "cause" or who was
convicted of a felony.

                        About Smart Online

Durham, North Carolina-based Smart Online, Inc. --
http://www.smartonline.com/-- develops and markets software
products and services (One Biz(TM)) targeted to small businesses
that are delivered via a Software-as-a-Service model.  The Company
sells its SaaS products and services primarily through private-
label marketing partners.  In addition, the Company provides
sophisticated and complex Web site consulting and development
services, primarily in the e-commerce retail and direct-selling
organization industries.

At September 30, 2009, the Company had $1,788,096 in total assets
against $13,610,936 in total liabilities, resulting in
stockholders' deficit of $11,822,840.


SMURFIT-STONE: Plastipak Sues for Return of Security Deposit
------------------------------------------------------------
Plastipak Packaging, Inc., has filed a complaint against Smurfit-
Stone Container Corporation, seeking the return of a certain
security deposit.

Before the Petition Date, Plastipak and the Debtor entered into a
sublease agreement for a property commonly known as 35 Industrial
Drive, East Longmeadow, Massachusetts, pursuant to which
Plastipak posted a $39,479 security deposit.

After the Petition Date, the Court authorized the Debtor to
reject the Sublease Agreement, and Plastipak timely vacated the
Property and asked the Debtor to return the Security Deposit.

Maria Aprile Sawczuk, Esq., at Stevens & Lee P.C., in Wilmington,
Delaware, tells the Court that Plastipak has made numerous
demands on the Debtor to return the Security Deposit but the
Debtor failed to return it.

Accordingly, Plastipak asks the Court to compel the Debtor to
return the Security Deposit, including an award of interest and
attorney fees.

                        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: Three Panama Unions Get New Labor Contract
---------------------------------------------------------
The International Brotherhood of Electrical Workers, the
International Association of Machinists and Aerospace Workers,
and the United Steel Workers ratified a new labor contract with
Smurfit-Stone Container Corporation in Panama City, The News
Herald reports.

According to the new report, the New Contract will protect
workers' pensions.  In addition, workers will get two-percent
raises each year for four years, two extra holidays, and
retroactive pay.

                        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: To Take $284MM Charge for Closing of 2 Mills
-----------------------------------------------------------
As part of its restructuring, Smurfit-Stone Container Corporation
planned to permanently close its Ontonagon, Michigan and
Missoula, Montana mills, effective December 31, 2009.

The Ontonagon Mill, which produces 280,000 tons of medium
annually, and the Missoula Mill, which produces 620,000 tons of
liner annually, are high-cost facilities that do not provide
adequate returns over the long term, SSCC said in a statement.

With regard to the closures, SSCC expects to incur a
restructuring charge of approximately $284 million, of which
approximately $246 million is non-cash, in the fourth quarter of
2009.

The Ontonagon Mill already ceased operations in September 2009
while the Missoula Mill was expected to continue operating until
December 31.  However, the date was pushed back to January 5,
2010, to fill out orders, then January 7, 2010, as small groups
are needed to "mothball" the mill, Roy Houseman, a workers's
union spokeman, said in an interview with The Billings Gazette.

The Ontonagon Mill has 182 employees and the Missoula Mill has
417 employees.

"These decisions were made to ensure [SSCC's] long-term growth
and profitability and do not reflect on the hard work and
commitment of the employees at the Ontonagon and Missoula mills,"
Steve Klinger, SSCC's president and chief operating officer said
in the statement.

With the impending closures, questions are asked regarding the
fate of millworkers and the industrial sites.  The Missoulian
reports that SSCC's board is still undecided as its priority is
an orderly shutdown.  However, according to The Associated Press,
unemployment insurance experts are said to be helping workers
file claims.

As of January 4, 2010, more than 230 parties-in-interest have
asked the Court to require SSCC to sell the Ontonagon Mill rather
than allow it to remain vacant or dismantle it.  A list of these
parties is available for free at:

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

In addition, they ask that the Mill be heated throughout the
winter months.

Caroline Hofferle, one of the parties who responded to the Plan
Closures, told the Court that the Ontonagon Mill is of more value
to creditors, and to the economy of Ontonagon and the State of
Michigan to be sold in full rather than dismantled.  She said, in
order to be sold and prevent environmental damage, the Ontonagon
Mill must be heated during the winter months to prevent freezing
and permanent damage to the equipment.

Ms. Hofferle explained that if the liquor, acid and caustic tanks
are left to freeze, their tanks will split.  In the spring when
the temperature rises, the contents will thaw and contaminate the
ground and the water supply, thus violating both Title III and
Title IV of the Clean Water Act.

In addition, she said that there is also an issue with the
wastewater plant as water from the coal pile goes into the
wastewater plant.  If the area is not pumped out, it will
overflow into the Ontonagon River causing surface water
contamination issues.

The Ontonagon River is one of the largest rivers contributing to
Lake Superior, one of the largest fresh-water lakes in the world.

                        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)


SPANSION INC: To Sell Italian Operations, Retain IP Rights
----------------------------------------------------------
In an effort to decrease costs without losing out on potential
benefits, Spansion Inc. has agreed to transfer operations of its
Italian research division to Elpida Memory Inc. while retaining
partial ownership of the technology developed there, Law360
reports.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


STANDARD MOTOR: Reinstates Quarterly Dividend
---------------------------------------------
Standard Motor Products, Inc.'s Board of Directors has approved
the reinstatement of a quarterly dividend.  The Board approved a
dividend of five cents per share on the common stock outstanding
to be paid on March 1, 2010, to stockholders of record on
February 15, 2010.

Lawrence I. Sills, Standard Motor Products' Chairman and Chief
Executive Officer, stated, "Our Board's decision to reinstate the
dividend reflects our improved financial performance. The
aggressive steps we have taken over the past twelve months have
strengthened our financial and liquidity position, which has now
allowed us to return to providing cash dividends to our
shareholders."

In November 2009, Standard Motor Products sold its European
distribution business to the current managers of the business for
GBP1.8 million ($3 million) in cash and a promissory note and
approximately GBP1.9 million ($3.1 million) in assumed debt.  The
Company will retain its manufacturing operation in Poland, certain
land available for sale in the United Kingdom, and a small
investment in a joint venture.  The proceeds from the sale will be
used to pay down debt.

The Company estimated non-cash charges for the transaction would
range from GBP4.0 million ($6.6 million) to GBP4.5 million ($7.4
million).  (U.S. dollar equivalents were calculated at an assumed
foreign currency exchange rate of GBP 1.65.)

                      About Standard Motor

Standard Motor Products, Inc. (NYSE: SMP), headquartered in Long
Island City, New York, is a manufacturer and distributor of
replacement parts for the automotive aftermarket industry.  The
company is organized into two principal divisions: (i) Engine
Management (ignition and emission parts; ignition wires; battery
cables; and fuel system parts) and (ii) Temperature Control (air
conditioning compressors; other air conditioning parts; and heater
parts).  Standard Motor's annualized revenues currently
approximate $775 million.

                          *     *     *

As reported by the Troubled Company Reporter on July 17, 2009,
Moody's Investors Service withdrew all ratings of Standard Motor
Products' after the only rated debt having been redeemed upon
maturity.  Ratings withdrawn include the Corporate Family Rating
at Caa1, and $32 million convertible subordinated debentures due
July 2009 at Caa2.  The last rating action occurred on June 30,
2009, when its CFR was upgraded to Caa1 from Caa2.

On June 23, the TCR said Standard & Poor's Ratings Services
withdrew its 'CC' corporate credit rating and other debt ratings
on Standard Motor Products at the company's request.  There is a
small amount of rated debt remaining after the recently completed
exchange offer.


STERLING FINANCIAL: Former Employee Files Class-Action Lawsuit
--------------------------------------------------------------
A former employee of Spokane-based Sterling Savings Bank has filed
a class-action lawsuit claiming the bank and its holding company,
Sterling Financial Corporation failed to protect employees'
investment in company stock through the company's 401(k) Plan.
The suit filed by Hagens Berman Sobol Shapiro at the U.S. District
Court replaces a similar suit filed on Jan. 11, 2010, which the
firm dismissed at the request of Cory Deter.

Attorneys representing plaintiff Philip Laue believe that Sterling
stock price has imploded as the result of ill-advised commercial
real estate, construction and land loans, improper accounting and
inadequate capitalization.  Sterling and other defendants failed
to properly manage 401(k) funds by maintaining a large investment
in Company Stock long after the stock became an imprudent
investment -- a violation of the federal Employment Retirement
Income Security Act (ERISA), the complaint states.

"No qualified financial advisor would encourage rank-and-file
employees to invest more than a modest amount of retirement
savings in company stock, but actually advise against it," said
HBSS managing partner Steve Berman.  "Employees often interpret a
match in company stock as an endorsement of the company and its
stock. In this case, Sterling matched the stock employees invested
in the 401(k) plan with worthless Company Stock, further putting
the pension fund at risk."

Berman said the bank failed to disclose the company's massive
financial problems caused by inadequately secured loans in
commercial real estate, construction and land loans, and masked by
allegedly improper accounting.  The lawsuit charges that the
company deliberately misled employees and shareholders on the
value of the stock and failed to secure adequate reserves against
its credit portfolio.  Employees in the class include those who
owned stock in the Sterling 401(k) from July 23, 2008, to the
present.

The plan heavily invested in Sterling stock despite a clear
decline in performance.  As of Dec. 31, 2007, the plan held
approximately $16 million in Sterling common stock.  A year later,
Dec. 31, 2008, the plan held approximately $13 million in Sterling
common stock, representing in excess of 20 percent of the assets
of the pension plan.

In the wake of its diving stock performance, Sterling allegedly
failed to adequately and timely record losses for its impaired
loans and secure assets to safeguard against its defaulting credit
portfolio.  As a result, Sterling stock traded at artificially
inflated prices during the class period, reaching a high of $14.72
per share on Oct. 1, 2008, the lawsuit states. As of last Friday,
the beleaguered stock closed at 70 cents per share.

Sterling Bank is one of the largest commercial banks headquartered
in Washington.  It is one of the largest regional community banks
in the U.S. that offers mortgage lending, construction financing
and investment products to individuals, small business and
commercial organizations and corporations.  Golf Savings Bank, a
branch of Sterling, focuses on the sale of single-family
residential mortgage loans.

HBSS, a Seattle-based class-action law firm experienced in ERISA
and securities litigation, estimates over 2,500 employees in
Washington, Oregon, Idaho, Montana and California are affected by
the actions listed in the complaint.

The lawsuit charges that Sterling deliberately misled employees
and investors and mismanaged its pension plan on a number of
fronts, noting specifically that Sterling:

   -- Failed to account for and disclose Sterling's commercial
      real estate, construction and land development loans and
      failed to reflect impairment in the loans;

   -- Failed to adequately reserve for loan losses, such that
      Tier 1 capital was presented in violation of banking
      regulations and Generally Accepted Accounting Principles
      (GAAP).  As a result, Sterling would be forced to consent to
      a cease and desist order from the Federal Deposit Insurance
      Corporation (FDIC) directing it to raise $300 million in
      capital;

   -- Failed to adequately account for its goodwill or its
      deferred tax assets such that its financial statements were
      presented in violation of GAAP.

This new lawsuit filed against Sterling Financial Corp. supersedes
the Jan. 11, 2010 complaint filed by HBSS and Brodsky & Smoth,
LLC, which has been dismissed.  Prospective class members who want
to learn more about legal requirements and membership in the class
should contact Nick Styant-Browne at 1-206-268-9373 or
STSA@hbsslaw.com.

                 About Hagens Berman Sobol Shapiro

Hagens Berman Sobol Shapiro (HBSS) is a law firm with offices in
Seattle, Chicago, Cambridge, Los Angeles, Phoenix and San
Francisco.  Named to the 2006 and 2009 Plaintiffs' Hot List by
National Law Journal, HBSS has developed a nationally recognized
practice in class-action litigation.  The firm has co-lead counsel
in litigation to recover losses from Enron employees' retirement
funds and represented Washington and 12 other states in lawsuits
against the tobacco industry that resulted in the largest
settlement in the history of litigation.  The firm also served as
counsel in several other high-profile cases, including the
Washington Public Power Supply litigation, which resulted in
settlements of nearly $1 billion.  The firm also served as co-lead
counsel in a VISA/Mastercard litigation, which resulted in excess
of a $3 billion settlement.

               About Sterling Financial Corporation

Sterling Financial Corporation of Spokane, Wash., --
http://www.sterlingfinancialcorporation-spokane.com/-- is the
bank holding company for Sterling Savings Bank, a commercial bank,
and Golf Savings Bank, a savings bank focused on single-family
mortgage originations.  Both banks are state chartered and
federally insured.  Sterling offers banking products and services,
mortgage lending, construction financing and investment products
to individuals, small businesses, commercial organizations and
corporations.  As of Sept. 30, 2009, Sterling Financial
Corporation had assets of $11.87 billion and operated 178
depository branches throughout Washington, Oregon, Idaho, Montana
and California.


SUNESIS PHARMACEUTICALS: Investor Group to Buy $43.5MM in Equity
----------------------------------------------------------------
Sunesis Pharmaceuticals, Inc., on January 19, 2010, entered into
an agreement to amend the securities purchase agreement, dated
March 31, 2009, as amended, with accredited investors party
thereto, which include certain members of the Company's
management.  The Agreement provides for the private placement of
up to $43.5 million of the Company's equity securities.

The investor group consists of:

     * Bay City Capital Fund V, L.P.;
     * Bay City Capital Fund V Co-Investment Fund, L.P.;
     * Growth Equity Opportunities Fund, LLC;
     * Alta BioPharma Partners III, L.P.;
     * Alta BioPharma Partners III GmbH & Co. Beteiligungs KG;
     * Alta Embarcadero BioPharma Partners III, LLC;
     * Swisher Revocable Trust;
     * Bjerkholt/Hahn Family Trust; and
     * Steven Blake Ketchum

The Amendment Agreement amends the securities purchase agreement
to provide that notice of the election of the Majority Purchasers
to consummate the Common Equity Closing contemplated by the
securities purchase agreement must be delivered by June 30, 2010,
rather than December 31, 2010 as previously provided by the
securities purchase agreement.

On January 20, 2010, the Company entered into a controlled equity
offering sales agreement with Cantor Fitzgerald & Co., pursuant to
which the Company may issue and sell shares of its common stock
having an aggregate offering price of up to $15.0 million from
time to time through Cantor acting as agent or principal.  Sales
of the Company's common stock through Cantor, if any, will be made
on the NASDAQ Capital Market by means of ordinary brokers'
transactions at market prices, in block transactions or as
otherwise agreed by Cantor and the Company.

Cantor will use its best efforts to sell the Company common stock
from time to time, based upon the Company's instructions
(including any price, time or size limits or other customary
parameters or conditions the Company may impose).  The Company
will pay Cantor a commission rate ranging between 3.0% and 5.0% of
the gross sales price per share of any common stock sold through
Cantor as agent under the sales agreement.  The Company has also
agreed to reimburse Cantor for certain expenses incurred in
connection with entering into the sales agreement and provided
Cantor with customary indemnification rights.

The Company may also sell shares of common stock to Cantor, as
principal for its own account, at a price negotiated at the time
of sale.  If the Company sells shares to Cantor in this manner,
the Company will enter into a separate agreement setting forth the
terms of any such transactions.

On January 19, 2010, the Company filed a certificate of amendment
to the certificate of designation of the Series A preferred stock,
or the Certificate of Amendment, with the Secretary of State of
the State of Delaware.  The Certificate of Amendment amends the
voting rights provisions of the holders of the Company's Series A
preferred stock to provide for a termination of such holders right
to consent to certain issuances of the Company's equity securities
after June 30, 2010, rather than December 31, 2010, to correspond
to the amendment made to the securities purchase agreement
pursuant to the Amendment Agreement.

                         Going Concern

Sunesis said it has incurred significant losses and negative cash
flows from operations since its inception, and as of September 30,
2009, had cash, cash equivalents and marketable securities
totaling $3.9 million and an accumulated deficit of $352.4
million.  The Company's independent registered accounting firm
issued an opinion on the audited consolidated financial statements
in the Company's Annual Report on Form 10-K for the year ended
December 31, 2008 that the Company's recurring operating losses
raise substantial doubt about the Company's ability to continue as
a going concern.

The Company believes that currently available cash, cash
equivalents and marketable securities, including the net proceeds
of roughly $4.7 million from the second closing of the Private
Placement completed on October 30, 2009, are sufficient to fund
the Company's operations until the end of the first quarter of
2010, and the Company will need to raise additional funds in the
near term in order to sustain operations beyond that time.

                About Sunesis Pharmaceuticals

South San Francisco, California-based Sunesis Pharmaceuticals,
Inc. (NASDAQ: SNSS) -- http://www.sunesis.com/-- is a
biopharmaceutical company focused on the development and
commercialization of new oncology therapeutics for the treatment
of solid and hematologic cancers.  Sunesis has built a highly
experienced cancer drug development organization committed to
advancing its lead product candidate, voreloxin, in multiple
indications to improve the lives of people with cancer.


SUNGARD DATA: Bank Debt Trades at 3% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which SunGard Data
Systems, Inc., is a borrower traded in the secondary market at
96.63 cents-on-the-dollar during the week ended Friday, Jan. 22,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.59 percentage points from the previous week, The Journal
relates.  The Company pays 375 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Feb. 28, 2014, and
carries Moody's Ba3 rating and Standard & Poor's BB rating.  The
debt is one of the biggest gainers and losers among 166 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Jan. 22.

SunGard Data Systems, Inc., headquartered in Wayne, Pennsylvania,
is a provider of software and IT services to the financial
services industry well as higher education institutions and the
public sector.  SunGard also provides disaster recovery/business
continuity services through its Availability Services division.

As stated by the Troubled Company Reporter on Sept. 1, 2009,
Moody's Investors Service affirmed SunGard's 'B2' corporate family
and probability of default ratings, along with its SGL-2
speculative grade liquidity rating.

Standard & Poor's Ratings Services rates (i) SunGard's corporate
rating at 'B+', and its (ii) $2.7 billion tranche B secured term
loan maturing Feb. 28, 2016, and the $580 million secured
revolving credit facility maturing May 11, 2013, at 'BB'.


SWIFT TRANSPORTATION: Bank Debt Trades at 5% Off
------------------------------------------------
Participations in a syndicated loan under which Swift
Transportation Co., Inc., is a borrower traded in the secondary
market at 94.95 cents-on-the-dollar during the week ended Friday,
Jan. 22, 2010, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 0.70 percentage points from the previous week, The
Journal relates.  The Company pays 325 basis points above LIBOR to
borrow under the facility.  The bank loan matures on March 15,
2014, and carries Moody's B3 rating and Standard & Poor's B-
rating.  The debt is one of the biggest gainers and losers among
166 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Jan. 22.

Swift Transportation Co., Inc. -- http://www.swifttrans.com/--
hauls freight such as building materials, paper products, and
retail merchandise throughout the U.S. and in Mexico.  The Company
operates a fleet of about 18,000 tractors and 48,000 trailers from
a network of about 40 terminals.  Its services include dedicated
contract carriage, in which drivers and equipment are assigned to
a customer long-term.  Besides standard dry ans, Swift's fleet
includes refrigerated, flatbed, and other specialized trailers, as
well as about 5,800 intermodal containers.


TARGA RESOURCES: Bank Debt Trades at 100.2% in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Targa Resources,
Inc., is a borrower traded in the secondary market at 100.20
cents-on-the-dollar during the week ended Friday, Jan. 22, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.56
percentage points from the previous week, The Journal relates.
The loan matures on Oct. 31, 2012.  The Company pays 500 basis
points above LIBOR to borrow under the facility.  The bank debt is
not rated by Moody's and Standard & Poor's.  The debt is one of
the biggest gainers and losers among 166 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Jan. 22.

Targa Resources, Inc. -- http://www.targaresources.com/-- is a
provider of midstream natural gas and natural gas liquid services
in the United States.  The Company provides these services through
its integrated platform of midstream assets.  Its gathering and
processing assets are located in the Permian Basin in west Texas
and southeast New Mexico, the Louisiana Gulf Coast primarily
accessing the offshore region of Louisiana, and, through Targa
Resources Partners LP, the Fort Worth Basin/ Bend Arch in north
Texas, the Permian Basin in west Texas and the onshore region of
the Louisiana Gulf Coast.  Its NGL logistics and marketing assets
are located primarily at Mont Belvieu and Galena Park near
Houston, Texas and in Lake Charles, Louisiana, with terminals and
transportation assets across the United States.


TAVERN ON THE GREEN: Gets $3.5 Million in 3-Day Auction
-------------------------------------------------------
The New York Times' Glenn Collins reports that the auction of
Tavern on the Green restaurant items took in some $3.5 million
including the 22% premium, the fee buyers paid to Guernsey's
auction house, which conducted the sale.

NY Times says the take fell far short of satisfying more than
$9 million owed to more than 450 unsecured creditors of Tavern,
which closed on New Year's Day.  NY Times notes Sotheby's auction
house had assessed a portion of the inventory at $8 million before
the economic downturn.

NY Times says more than 1,000 in-house and online bidders grazed
on a trove of 25,000 colorful and memory-tugging items at the
landmark restaurant in Central Park.  "The treasures ranged from
samovars to murals, leaded-glass ceilings, banana-split dishes,
doormen's green frock coats and a Wurlitzer jukebox," Mr. Collins
reports.

The three-day auction ended on January 15, 2010.

NY Times relates that most of the auction proceeds went to
Tavern's lone secured creditor, TD Bank, which is owed
$6.6 million.  NY Times says Tavern also obtained $3.5 million
from the sale of its Long Island City warehouse.

NY Times says hundreds of unsecured creditors are waiting
anxiously for a court decision on the last of the restaurant's
major assets: the Tavern on the Green name, which has been valued
at $19 million.  A federal judge is weighing whether New York City
-- Tavern's landlord -- or the family of the flamboyant
restaurateur Warner LeRoy, which ran the restaurant since 1976,
owns the trademark.

                           *     *     *

According to an article posted at The Wall Street Journal's
Bankruptcy Beat, New York City lost a bid to claim ownership of
the 3,800-plus square feet of chestnut paneling, plaster ceiling
figures and 19th-century mural, which defined Tavern's Park,
Chestnut and Crystal dining rooms, on the grounds that they were
integral to the restaurant and their removal would physically
damage the building.  The article says before the auction began on
January 13, Judge Allan L. Gropper of the U.S. Bankruptcy Court in
Manhattan sided with Tavern, declaring it the items' true owner of
the items and allowing Tavern to put the items on the block.

At the auction, however, New York City dropped $150,000 to acquire
the three items.

                    About Tavern on the Green

Tavern on the Green LP is the operator of the 75-year-old
restaurant in New York's Central Park.  Tavern on the Green, the
second-highest grossing restaurant in the U.S. last year, was
founded in 1934 by New York Parks Commissioner Robert Moses and
the license was bought by restaurateur Warner LeRoy in 1974.

The Company filed for Chapter 11 on September 9, 2009 (Bankr.
S.D.N.Y. Case No. 09-15450).  It listed assets and debts of as
much as $50 million each.


TELESAT CANADA: Bank Debt Trades at 3% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Telesat Canada is
a borrower traded in the secondary market at 97.48 cents-on-the-
dollar during the week ended Friday, Jan. 22, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.68 percentage
points from the previous week, The Journal relates.  The loan
matures on June 6, 2014.  The Company pays 300 basis points above
LIBOR to borrow under the facility.  The bank debt is not rated by
Moody's and Standard & Poor's.  The debt is one of the biggest
gainers and losers among 166 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Jan. 22.

Headquartered in Ottawa, Ontario, Canada, Telesat Canada is the
world's fourth largest provider of fixed satellite services and
one of three companies operating on a global basis.  The company
has a fleet of 12 in-orbit satellites comprised of ten owned and
operated satellites, one satellite with a prepaid lease, and one
satellite leased from DIRECTV, Inc.

Telesat carries 'B2' long term corporate family ratings from
Moody's and 'B+' issuer credit ratings from Standard & Poor's.


TETON ENERGY: Plan of Reorganization Wins Court Approval
--------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware confirmed Teton Energy Corporation's Plan of
Reorganization.

According to the amended Disclosure Statement, holders of these
claims will receive, when the claims become payable under the
applicable law, in full satisfaction, settlement, release, and
discharge of and in exchange for the allowed priority tax claim,
cash equal to the unpaid portion of the face amount of the claim
or other treatment as to which the holder and the Debtor will have
agreed:

    (a) administrative claims,
    (b) priority tax claims,
    (c) other priority claims, and
    (d) other secured claims.

All DIP Loan claims will be paid by the Reorganized Teton in cash,
while holders of trade claims will receive, in full satisfaction,
settlement, release, and discharge of and in exchange for the
allowed trade claim, cash equal to the amount of its allowed trade
claim (i) as paid pursuant to the trade claim orders prior to the
effective date of the Plan, and/or (ii) as paid pursuant the Plan,
which Plan distribution will be made as soon as reasonably
practicable after the later of the effective date or the date
immediately following the date that the claim becomes an allowed
trade claim.

Holders of prepetition secured lender claims will receive in full
satisfaction, settlement, release, and discharge of and in
exchange for all prepetition secured lender claims against the
Debtors, the auction proceeds, but in no event less than the sum
of $18,000,000.

Holders of general unsecured claims and convertible debenture
claims will receive pro rata share of the cash contribution, and
any excess auction proceeds after satisfaction in full of the
holders of allowed convertible debenture claims will be
distributed pro rata to the holders of allowed general unsecured
claims until paid in full.

Holders of interests in subsidiaries will retain their interests,
while interests in TEC will be cancelled and each holder of those
interests will not be entitled to, and won't receive or retain any
property or interest in property on account of, the interests.

Assets held by the Debtors immediately before the effective date
will re-vest in the prepetition owners of the same assets, as
reorganized debtors, free and clear of all liens, claims,
encumbrances and other interests.

On the effective date, individuals designated as officers or
members of the Board of Directors of the Debtors will be deemed to
have resigned.

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

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

A copy of the Amended Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?4c30

Denver, Colorado-based Teton Energy Corp. is an independent oil
and gas exploration and production company focused on the
acquisition, exploration and development of North American
properties, primarily concentrated in the Midcontinent and Rocky
Mountain regions of the U.S.

The Company filed for Chapter 11 bankruptcy protection on
November 8, 2009 (Bankr. D. Delaware Case No. 09-13946).  As of
June 30, 2009, the Company listed $24,219,447.57 in assets and
$44,316,387.28 in liabilities.


TEXAS INDUSTRIES: Moody's Downgrades Corp. Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service downgraded Texas Industries, Inc.'s
corporate family rating and probability of default rating to B2
from B1, the rating on its $200 million senior secured credit
facility to Ba2 from Ba1, and the rating on its $550 million
senior unsecured notes to B3 from B2.  The rating outlook is
stable.

The rating downgrade results from continued weakness in Texas
Industries' end-markets and resulting impact on the company's
operating performance and credit metrics.  As a result of
substantive volume declines of approximately 30%-40% from peak
levels and weakening pricing power, the company's operating
margins declined from typical 9%-12% to 4%-5%, while adjusted
Debt-to-EBITDA leverage has increased from 3.1x at 5/31/2008 to
about 5.8x at present.  While Texas Industries is expected to
realize benefits from federal stimulus spending targeting public
works and infrastructure construction in its markets, it is
unlikely that general industry conditions will improve materially
over the next 18 months as private spending remains depressed,
thus limiting opportunities for the company to strengthen its
operating profile and credit metrics.  Therefore, Moody's views
Texas Industries' intermediate-term credit profile better
positioned in the B2 rating category.

The B2 corporate family rating reflects the company's exposure to
cyclical construction end-markets, its elevated financial
leverage, and currently weakened operating profile.  The rating
remains supported by Texas Industries' leading position in served
markets, which have strong long term growth fundamentals and
relatively high exposure to the public construction and
infrastructure segment, and the expected benefits the company may
realize once federally supported infrastructure spending begins to
materialize in 2010.  Additionally, the company's rating is
supported by its sufficient liquidity, lack of near-term debt
maturities, and a solid cash position.

The stable outlook presumes that Texas Industries will continue
focusing on cost cutting and operating efficiencies in order to
support and ultimately improve its operating and credit metrics.
Additionally, stable outlook presumes that the company will
maintain sufficient liquidity through cash conservation and
capital expenditure deferrals.

Moody's last rating action for TXI was on January 13, 2009, when
the company's CFR and PDR were downgraded to B1 from Ba3, and the
outlook changed to stable from negative.

Texas Industries, Inc, headquartered in Dallas, Texas manufactures
cement, aggregates and ready-mixed concrete.  The company serves
end-use markets such as public works, commercial, industrial,
institutional and residential construction sectors, and energy
markets.  Texas Industries typically generates approximately 80%
of its revenues in Texas and 20% in California, which in the LTM
period ending November 2009 were approximately $688 million.


TOUSA INC: Creditors' $60M Suit Over Failed Deal Gets OK
--------------------------------------------------------
Law360 reports that a judge has allowed unsecured creditors of
Tousa Inc. to file suit seeking about $60 million that was paid to
the former owners of rival builder Transeastern Properties Inc. as
part of a legal settlement over Tousa's ill-fated attempt to take
over the company.

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)


TRANSDIGM GROUP: Bank Debt Trades at 3% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which TransDigm Group is
a borrower traded in the secondary market at 97.38 cents-on-the-
dollar during the week ended Friday, Jan. 22, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.91 percentage
points from the previous week, The Journal relates.  TransDigm
pays 200 basis points above LIBOR to borrow under the facility.
The bank loan matures on June 7, 2013, and it is not rated by
Moody's and Standard & Poor's.  The debt is one of the biggest
gainers and losers among 166 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Jan. 22.

TransDigm Group, Inc. -- http://www.transdigm.com/-- is a global
designer, producer and supplier of highly engineered aircraft
components for use on commercial and military aircraft.  The
Company operates through its wholly owned subsidiary, TransDigm,
Inc.  During the fiscal year ended Sept. 30, 2009, 95% of the
Company's net sales were generated by products, for which it owns
the design.  Its customers include distributors of aerospace
components; worldwide commercial airlines, including national and
regional airlines; large commercial transport and regional and
business aircraft original equipment manufacturers; various armed
forces of the United States and foreign governments; defense OEMs;
system suppliers, and various other industrial customers.  On
Aug. 10, 2009, AeroControlex Group, Inc., a subsidiary of
TransDigm acquired certain product line assets of Woodward HRT,
Inc., a subsidiary of Woodward Governor Company.


TROPICANA ENTERTAINMENT: Effective Date Deadline Extension Sought
-----------------------------------------------------------------
BankruptcyData reports that Tropicana Entertainment filed with the
U.S. Bankruptcy Court a motion of the OpCo Debtors for an order
extending the deadline to consummate the OpCo Plan through
February 28, 2010.  The period provided under the OpCo Plan for
the satisfaction or waiver of all conditions to consummation of
the plan is currently set to expire on January 31, 2010.

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, non-debtor units of the OpCo Debtors,
designated as the New Jersey Debtors -- Adamar of New Jersey,
Inc., and its affiliate, Manchester Mall, Inc. -- filed for
Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate
a sale of the Atlantic City Resort and Casino to a group of
Investors-led by Carl Icahn.   Judge Judith H. Wizmur presides
over the cases.  Manchester Mall is a wholly owned subsidiary of
Adamar that owns and operates certain real property utilized in
the New Jersey Debtors' business operations.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


UAL CORP: Flight Attendants Protest Over Delayed Contract
---------------------------------------------------------
United Air Lines, Inc. flight attendants represented by the
Association of Flight Attendants-CWA, AFL-CIO held worldwide
protests in light of United's failure to negotiate a new contract
on time, according to the AFA-CWA's public statement dated
January 7, 2010.

According to the AFA-CWA, negotiations between AFA-CWA and United
began on April 6, 2009, with the intent of having a new flight
attendant contract in place by January 7, 2010.  A federal
mediator was also assigned by the National Mediation Board, joined
the negotiations after the union and United company filed for
mediation in August to have a new agreement in place by January 7,
2010.  Despite these events, United's management has not even
presented a full contract proposal, the AFA-CWA
complained.

The AFA-CWA insisted that flight attendants are working at 1994
wage levels in the year 2010 and they are working 48% more
compared with 2002 schedules and staffing.  The flight attendants
are angry that United has not discussed the improvements
envisioned, seeming only interested in delaying a new contract for
flight attendants, the AFA-CWA alleged.

United spokesperson, Megan McCarthy said in a Chicago Tribune
interview that United did not want the contract process to drag.
Ms. McCarthy insisted that United has been consistent in trying to
reach mutually beneficial agreements with its unions that provide
for competitive wages, benefits and work rules, Chicago Tribune
noted.

                   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: Reports December 2009 Traffic Results
-----------------------------------------------
United Air Lines, Inc., reported its preliminary consolidated
traffic results for December 2009.  The company reported a
December consolidated passenger load factor of 81.9 percent.
Total consolidated revenue passenger miles (RPMs) were flat in
December on a consolidated capacity decrease of 3.1 percent in
available seat miles (ASMs) compared with the same period in 2008.

                              2009        2008   Percent
                              Dec.        Dec.    Change
                             -----       -----   -------

Revenue passenger miles ('000)
North America             4,522,291   4,707,393     (3.9%)
Pacific                   1,815,583   1,813,196      0.1%
Atlantic                  1,420,983   1,351,211      5.2%
Latin America               287,263     344,902    (16.7%)
Total International       3,523,829   3,509,309      0.4%
Total Mainline            8,046,120   8,216,702     (2.1%)
Regional Affiliates       1,161,450     991,399     17.2%
Total Consolidated        9,207,570   9,208,101      0.0%

Available seat miles ('000)
North America             5,561,626   5,774,514     (3.7%)
Pacific                   2,094,230   2,359,615    (11.2%)
Atlantic                  1,674,532   1,690,606     (1.0%)
Latin America               358,645     457,054    (21.5%)
Total International       4,127,407   4,507,275     (8.4%)
Total Mainline            9,689,032  10,281,789     (5.8%)
Regional Affiliates       1,549,680   1,313,419     18.0%
Total Consolidated       11,238,712  11,595,208     (3.1%)

Load factor
North America                 81.3%       81.5%  (0.2 pts)
Pacific                       86.7%       76.8%   9.9 pts
Atlantic                      84.9%       79.9%   5.0 pts
Latin America                 80.1%       75.5%   4.6 pts
Total International           85.4%       77.9%   7.5 pts
Total Mainline                83.0%       79.9%   3.1 pts
Regional Affiliates           74.9%       75.5%  (0.6 pts)
Total Consolidated            81.9%       79.4%   2.5 pts

Revenue passengers boarded ('000)
Mainline                      4,342       4,662     (6.9%)
Regional Affiliates           2,094       1,874     11.7%
Total Consolidated            6,436       6,536     (1.5%)

Cargo ton miles ('000)
Freight                     132,558      95,703     38.5%
Mail                         22,517      25,209    (10.7%)
Total Mainline              155,075     120,912     28.3%

                   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: Tops December On-Time Performance Among Carriers
----------------------------------------------------------
United Air Lines, Inc., took the top spot among the major network
carriers in on-time performance for the month of December, based
on preliminary industry data.  In the month, 76.4% of United's
flights were on-time in a month that experienced significant
winter weather challenges along the East Coast and in the Midwest
as well as the airline's highest load factors of any previous
December.

Finishing first among the network carriers will result in a
monthly bonus payment for employees and will mark the 10th time
that United employees earned a bonus payout for their contribution
to the company's leading on-time performance result for 2009.  For
the year, United will pay out almost $32 million, meaning more
than 39,000 front-line employees will earn $825 each for their
achievements in on-time performance results.

Additionally, United's customer satisfaction measurements for the
month of December showed a 34% improvement compared to December
2008, which follows an all-time high customer satisfaction
performance in November 2009 for cabin cleanliness, condition, and
workability as well as employee courtesy index.

"Our people managed through enormous weather challenges and heavy
holiday travel traffic and did an outstanding job of getting our
customers where they needed to be safely and on time," said John
Tague, president, United Airlines.

"We began 2009 with a goal of being the number one major network
carrier in on-time performance.  By working together, we are now
consistently competing for the top spot in on-time performance,
significantly improving customer satisfaction levels each month
and doing all the things necessary for running a great airline."

Launched in January 2009, United's Arrival: 14 cash incentive
program pays employees $100 for each month that the company
finishes first among its network peers.  If the company finishes
second or achieves its internal goal, employees earn $65.

                          Baggage Rates

Meanwhile, United Air Lines, Inc., will raise the fee for the
first check-on bag from $25 to $30, and $30 to $35 for the second
bag, The Wall Street Journal reported on January 13, 2010.

According to the report, the new rates will take effect on tickets
purchased on or before January 14, 2010, for travel on or after
January 21, 2010.

                   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.


US FOODSERVICE: Bank Debt Trades at 11% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which U.S. Foodservice,
Inc., is a borrower traded in the secondary market at 88.80 cents-
on-the-dollar during the week ended Friday, Jan. 22, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.83
percentage points from the previous week, The Journal relates.
The Company pays 275 basis points above LIBOR to borrow under the
facility.  The bank loan matures on July 3, 2014, and carries
Moody's B2 rating.  The bank is not rated by Standard & Poor's.
The debt is one of the biggest gainers and losers among 166 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Jan. 22.

U.S. Foodservice, Inc. -- http://www.usfoodservice.com/-- is a
foodservice supplier serving some 250,000 customers from more than
70 distribution facilities.  The Company supplies restaurants,
hotels, school, and other foodservice operators with a wide
variety of food products, including canned and dry foods, meats,
frozen foods, and seafood.  It also distributes kitchen equipment
and cleaning supplies among other non-food supplies.  U.S.
Foodservice distributes both national brand products and its own
private labels.  Tracing its roots to 1853, the company is owned
by private equity firms KKR & Co. and Clayton, Dubilier & Rice.


VISTEON CORP: IUE-CWA Appeals OPEB Amendment Order
--------------------------------------------------
The International Union of Electronic, Electrical, Salaried,
Machine and Furniture Workers - Communications Workers of America
or IUE-CWA intends to take an appeal to the U.S. District Court
for the District of Delaware of Bankruptcy Judge Sontchi's order
authorizing the Debtors to amend or terminate Post-Employment
Health Care and Life Insurance Benefits for certain employees and
retirees and their surviving spouses, domestic partners and
dependents.

The IUE-CWA wants the District Court to determine whether the
Bankruptcy Court entered its order improperly where the Debtors
did not first negotiate over revocation of retiree benefits and
where the Bankruptcy Court did not consider whether the Debtors
made a significant showing that the health and life insurance
benefits of IUE-CWA were not vested.

                Committee Seek Papers in Appeal

In a separate filing, the Official Committee of Unsecured
Creditors seeks to be placed on the service list with respect to
the Notice of Appeal filed by IUE-CWA with respect to the OPEB
Termination Order.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Plan Exclusivity Extended to February 18
------------------------------------------------------
Visteon Corp. and its units asked Bankruptcy Judge Christopher
Sontchi to extend their exclusive periods to file a plan of
reorganization through February 18, 2010, and to solicit votes on
that Plan through April 22, 2010.

The Debtors relate that despite the unprecedented downturn in the
automotive sector, they are on the verge of completing an
ambitious operational restructuring in the short time that has
passed since filing for Chapter 11.  At the same time, the
Debtors note that they have been working hard to develop a plan
of reorganization based on their recently developed business
plan.

Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates under a certification of counsel,
that the Official Committee of Unsecured Creditors has approached
the Debtors to discuss alternative plan structures, the
development of which requires further diligence on the part of
the parties and potential plan sponsors.

According to Mr. Billion, the parties, having considered (i) the
necessity for additional time for continued diligence in
connection with the alternative plan structures, and (ii) the
potential risk and uncertainty inherent in allowing the Exclusive
Periods to expire, have agreed to enter into a stipulation.

Pursuant to the parties' Stipulation, the Committee assents to
the Debtors' request that their exclusive right to propose and
file a Chapter 11 plan be extended through February 18, 2010.
The Committee further assents to the Debtors' request for the
period during which the Debtors may solicit and obtain
acceptances of the Plan to be extended through April 22, 2010.

Accordingly, Judge Sontchi has extended the Debtors' exclusive
right to propose and file a Chapter 11 plan through February 18,
2010. Judge Sontchi also extended the Debtors' deadline to solicit
and obtain acceptances of that Plan through April 22, 2010.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Proposes to Sell Radar Systems Business to Autoliv
----------------------------------------------------------------
Visteon Corporation and its debtor affiliates seek authority from
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware to sell their Radar Systems Business to
Autoliv ASP, Inc.

Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates that the proposed sale of the
assets comprising the Debtors' blind spot monitoring business or
the "Radar System Business" represents one more step in the
Debtors' ongoing process of exiting certain lines of business for
value while maintaining important customer relationships in
accordance with their restructuring objectives.  He notes that
although the Debtors believe the systems produced by the Radar
System Business have been well-regarded technically in the
marketplace, issues arising from the Debtors' position in the
blind spot monitoring system value chain led the Debtors to
closely evaluate their continued participation in the business
even before the Petition Date.

Mr. Billion informs that Court that at present, components
produced by the Debtors' Radar System Business comprise merely
20% of the value of each blind spot monitoring system
incorporated into the vehicles of the Radar System Business's
customers, Chrysler Group LLC and Honda Motor Company, Ltd., with
the remaining 80% of system value accounted for by components
produced by Autoliv.

As a result of the Debtors' lack of control over a significant
element of total system cost, they have been unable to satisfy
customer demands for substantial system cost reductions,
according to Mr. Billion.  The Debtors estimate that additional
efforts to reduce the system costs within their control would
further erode the value accruing to them from the Radar System
Business.

Because the blind spot monitoring systems that utilize Autoliv
components require a complementary component produced by the
Debtors' Radar System Business, Mr. Billion maintains that
Autoliv is uniquely positioned to provide the Debtors with the
greatest value from a sale of the Radar System Business.  Mr.
Billion relates that acquisition of the Radar System Business
assets will provide Autoliv with direct control over the
production of all components currently required to produce
systems for Chrysler and Honda, as well as the capability to
become a producer of integrated blind spot monitoring systems on
a going-forward basis.  Moreover, he notes, a sale to Autoliv
serves the Debtors' customer relationship goals by minimizing the
potential for disruptions in the supply chains of Chrysler and
Honda.

Accordingly, the Debtors and Autoliv memorialized the terms of
their transaction under an asset sale agreement dated Dec. 22,
2009.  Pursuant to the Sale Agreement, Autoliv will pay
$1.9 million for the assets, as well as assume certain liabilities
related to the Radar System Business.  Autoliv has also agreed
(i) to take assignment of certain of the Debtors' contracts with
Chrysler and Honda for the production of blind spot monitoring
system components, which will be assumed by the Debtors at
closing, and (ii) to offer employment to the active Visteon full-
time employees primarily engaged in the Radar System Business as
to the Closing Date.

The consummation of the proposed sale is contemplated to occur on
the 15th day after the day a sale order is entered by the
Bankruptcy Court if all other conditions of the closing as set
forth in the Asset Sale Agreement will have been satisfied or
waived or at an earlier date as agreed between the parties to the
Asset Sale Agreement.

The proposed sale of the Debtors' Radar Systems Business to
Autoliv does not contemplate an auction.  The Debtors propose to
sell the Assets by way of a private sale to avoid cost and delay
associated with conducting a public auction and because they
believe they will not obtain a higher and better bid by an
auction.  The Debtors maintain that a private sale is appropriate
with respect to their Radar Systems Business as they and Autoliv
benefit from an intricately connected relationship.  The Debtors
assert that because of where Autoliv is positioned in the blind
spot monitoring system supply chain, it has better profit
opportunities with respect to production of the Radar System
Business components than that of Visteon or another third-party
operating the business on a stand-alone basis and therefore,
represents the party capable of providing the highest price for
the Assets.

A full-text copy of the Visteon-Autoliv APA is available for free
at http://bankrupt.com/misc/Visteon_Autolivapa.pdf

A list of the contracts to be acquired by Autoliv is available
for free at http://bankrupt.com/misc/Visteon_Autolivcontracts.pdf

In a related declaration filed with the Court, Albert Faraj,
global director for Electronics and Sales and Strategy of Visteon
Corporation, stated that he believes that the Debtors' entry into
the Autoliv Asset Sale Agreement represents an exercise of their
sound business judgment.  He averred that the Asset Sale
Agreement is fair and reasonable.  "The private sale of the
Assets is warranted to avoid the cost and delay associated with a
public auction," he related.

                         Honda Objects

Honda Manufacturing of Alabama, LLC, and Honda of Canada Mfg.
object to the Radar Systems Business Sale Motion to the extent
the Debtors seek to terminate their rights to assert warranty and
indemnity claims.  The Debtors and the Honda Entities are parties
to various contracts, including an agreement for the purchase and
sale of goods.  Honda relates that its Contracts with the Debtors
impose certain continuing warranty and indemnity obligations upon
the Debtors relating to the sale of parts to Honda.

Honda tells the Court that as of January 14, 2010, it is unaware
of any warranty or indemnity claims under the Honda Contracts.
Honda notes, however, that due to the nature of warranty and
indemnity claims, those claims may arise in the future relating
to the sale of goods by the Debtors to Honda prior to closing on
the Debtors' Asset Purchase Agreement with Autoliv.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Proposes to Settle With Toledo Molding for $2.6MM
---------------------------------------------------------------
Visteon Corp. and its units are parties to numerous purchase
orders with Toledo & Die, Inc., under which Toledo Molding
manufactures interior and climate controlled parts for the
Debtors.  The Debtors aver that continued receipt of the Component
Parts are essential to their ongoing operations.  Mark M. Billion,
Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, contends that the Debtors cannot immediately resource
production from Toledo Molding and without receipt of the
Component Parts, the Debtors will shut down their manufacturing
lines for Ford Motor Company, Chrysler Group LLC, General Motors
Corporation, Nissan North America and Honda North America, causing
a default under the purchase orders and accommodation agreements
between the Debtors and those customers.

Toledo Molding alleges that the Debtors owes it more than
$9.6 million for component parts received prior to the Petition
Date, unpaid tooling invoices, and other commercial claims.
Toledo Molding also claims a lien on all tooling in its possession
for unpaid amounts due related to certain Tooling, and unpaid
amounts due for Component Parts manufactured with the Tooling.
Significantly, Toledo Molding asserts liens on the Tooling, some
of which relates to production that the Debtors will no longer
continue and therefore, release of those Tooling to the Debtors'
customers is required of the Debtors under their customer
accommodation agreements.

The Debtors, on the other hand, alleges that they are owed
approximately $1.3 million by Toledo Molding for contractual
productivity givebacks and decreased raw material costs arising
prior to the Petition Date.

The Debtors believe that Toledo Molding is a "distressed
supplier" as contemplated in the Critical Vendors Order entered
by the Bankruptcy Court, authorizing the Debtors to pay certain
prepetition claims of critical and financially distressed
suppliers.  Mr. Billion asserts that in the event Toledo Molding
is unable to manufacture the Component Parts, the Debtors'
production lines will be shut down and the Debtors, in turn, will
be unable to manufacture component parts for their customers.
Consequently, the Debtors will suffer not only a loss of revenue,
but also be subjected to significant damage claims from their
affected customers, loss of good will and be in breach of their
customer accommodation agreements, he points out.

The parties have decided to negotiate a resolution to their
dispute and entered into a settlement agreement, whereby:

  -- The Debtors will pay Toledo Molding a lump sum cash payment
     of $2.6 million, release certain claims against Toledo
     Molding, and assume certain purchase orders with Toledo
     Molding at agreed pricing.

  -- In exchange, Toledo Molding will release claims against
     the Debtors.

  -- In addition, Toledo Molding will effectuate a setoff of the
     Debtors' Claim against the Toledo Molding Claim.

By this motion, the Debtors ask the Court to authorize their
entry into the Toledo Molding Settlement Agreement.

Mr. Billion reminds the Court that the Debtors have equity
interest in Toledo Molding.  He asserts that failure to enter
into the Settlement, causing Toledo Molding to be unable to renew
its financing and potentially closing its doors will not only
cause damages to the Debtors through shutting down their
customers, but may also substantially decrease equity of Toledo
Molding thus decreasing the value of the Debtors' estate.

In a separate filing, the Debtors seek the Court's authority to
file under seal certain schedules to the Settlement Agreement,
which set forth propriety pricing and other propriety
information, and to file only the redacted version of the
Settlement Agreement as an exhibit to the Settlement Motion.  The
Debtors aver that the Sealed Schedules contain propriety pricing
information and program information that, if revealed to the
Debtors' competitors, may give those competitors an advantage in
negotiating commercially advantageous terms with the Debtors'
customers, or if revealed to the Debtors' suppliers, may give
them an advantage in negotiating with the Debtors.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Bank Debt Trades at 110.19% in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Visteon
Corporation is a borrower traded in the secondary market at 110.19
cents-on-the-dollar during the week ended Friday, Jan. 22, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.53
percentage points from the previous week, The Journal relates.
The loan matures on May 30, 2013.  Visteon pays 300 basis points
above LIBOR to borrow under the facility.  Moody's has withdrawn
its rating on the bank debt and it is not rated by Standard &
Poor's.  The debt is one of the biggest gainers and losers among
166 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Jan. 22.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: AFL-CIO Supports Sec. 1102 Committee
--------------------------------------------------
The Industrial Division of the Communications Workers of America,
AFL-CIO, CLC filed with the U.S. Bankruptcy Court a statement in
support of the appointment of an official Sec. 1102 committee of
participants in the Visteon System C&B Plan, Caribbean Plans VVP
Benefits Plans, BankruptcyData reports.

Among other things, the motion asserts that such an appointment
"could result in greater efficiency in this proceeding..an
official committee would avoid a duplication of resources and
consolidate the parties appearing in this proceeding regarding
Visteon Pension Plan matters."

As reported by the TCR on Friday, the Interim Ad Hoc Committee of
Non-union Defined Benefit Plan Participants of Visteon Entities is
asking the Court to appoint an official committee of participants
in the Visteon Systems C&B, Caribbean Plan and Visteon Pension
Benefit Plans.

Under the Debtors' proposed Plan of Reorganization, the VPP, the
Visteon C&B and the Caribbean Plan are proposed to be terminated
and control surrendered to the Pension Benefit Guaranty
Corporation.

"If, as proposed by the Debtors, the VPPs are terminated, the
plan participants in each of the VPPs will suffer irreparable
harm in the form of the loss of hundreds of millions of dollars
of earned pension benefits," says Christopher A. Ward, Esq., at
Polsinelli Shughart PC, in Wilmington, Delaware, co-counsel to
Interim Ad Hoc Committee of VPP Participants.

                           About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VITESSE SEMICONDUCTOR: Linden Capital Discloses 9.99% Equity Stake
------------------------------------------------------------------
Linden Capital LP, a Bermuda limited partnership; Linden GP LLC, a
Delaware limited liability company; and Siu Min Wong disclosed
that as of December 31, 2009, they collectively owned: (i)
12,471,723 shares of Vitesse Semiconductor Corporation
Common Stock, (ii) 187,503 shares of the Company's Series B
Participating Non-Cumulative Convertible Preferred Stock, and
(iii) $6,150,000 principal amount of the Company's 8.00%
Convertible Second Lien Debentures due 2014.

The shares of Series B Preferred and the 8.00% Debentures held by
Linden et al. are convertible into shares of Common Stock but only
to the extent that conversion would not cause the holder to become
a beneficial owner of more than 9.99% of the shares of Common
Stock outstanding.  Linden et al. are deemed to collectively
beneficially own an aggregate of 43,406,321 shares of Common
Stock, which represent 9.99% of the number of shares of the
Company's Common Stock deemed to be outstanding.

                    About Vitesse Semiconductor

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of high-performance,
cost-competitive semiconductor solutions for Carrier and
Enterprise networks worldwide.  Engineering excellence and
dedicated customer service distinguish Vitesse as an industry
leader in Gigabit Ethernet, Ethernet-over-SONET, Optical
Transport, and other applications.

Vitesse had total assets of $107,636,000 against total debts of
$160,101,000 as of June 30, 2009.

Vitesse entered into debt restructuring agreements in October 2009
with its major creditors, which allow the Company to satisfy its
creditors by converting most of its debt into new common stock,
preferred stock and new convertible debentures.  Vitesse is
seeking stockholder approval to increase the number of authorized
shares of the Company's common stock from 500,000,000 to
5,000,000,000 in conjunction with the debt restructuring
agreements.  The Company has warned if stockholders do not approve
the proposal to authorize the Company to issue more shares by
February 15, 2010, it will face a 1.0% per month interest charge
on the New Debentures (at a cost of about $500,000 per month)
beginning on February 16, 2010 and continuing until the increase
in the authorized shares is approved.  In addition, the holders of
the New Debentures will have the right to demand repayment of the
principal amount of the debt, plus potentially certain make-whole
interest payments representing interest that would have been
earned if the bonds had not been converted early.  The Company
could potentially be forced to file for protection from creditors
under Chapter 11 of the U.S. Bankruptcy Code.


WASHINGTON MUTUAL: Opposes Expedia Company's $3.8MM Claim
---------------------------------------------------------
Washington Mutual Inc. and its units ask Judge Walrath to expunge,
in its entirety, Claim No. 3678 for $3,790,867 filed by Egencia
LLC, an Expedia Company formerly known as Expedia Corporate Travel
LLC, also known as ECT.

The Debtors and Expedia are parties to a Master Services
Agreement, dated as of September 1, 2007, pursuant to which
Expedia provided certain travel management services to Debtor WMI
Investment Corp. on a prepetition basis.  In March 2009, the
Debtors sought and obtained the Court's authority to reject the
MSA, on account of which the Expedia Claim was filed to recover
damages based on "an estimate of net revenues over the expected
term of the MSA."

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that pursuant to its own terms, the
MSA and any related statement of work were terminable by the
Debtors at any time upon 60 days' notice, and WMI Investment
would only be responsible for that "portion of the compensation
owed to Expedia for any Services rendered prior to the effective
date of the termination."  Accordingly, Expedia is, at best,
entitled to a claim for compensation for services rendered to WMI
Investment prior to the Petition Date for which it did not
receive payment, Mr. Collins avers.  It is not, however, entitled
to expectation damages for the remaining life of the Agreement,
he explains.

In addition, the MSA is unequivocal about the Debtors' ongoing
ability to change the level of services they purchased from
Expedia, including their absolute right to choose to order no
services, Mr. Collins relates.  While the MSA provides the
general terms and conditions of the parties' agreement, he avers
that the MSA (i) contemplates a separate statement of work that
sets forth pricing and the particular services to be delivered,
and (ii) expressly provides for WMI Investment's right to decide
not to order any services from Expedia.

Mr. Collins adds that the MSA also fails to require the payment
by the Debtors of any "retainer" fees.

"Given the clear ability of the Debtors to suspend use of
Expedia's services, Expedia had no expectation of continuing
revenue and therefore, is not entitled to assert the Claim for
expectation damages," Mr. Collins emphasizes.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Proposes More Work for Quinn Emanuel
-------------------------------------------------------
Washington Mutual Inc. and its units seek the Court's authority to
expand the services of Quinn Emanuel Urquhart Oliver & Hedges,
LLP, which serves as their special litigation and conflicts
counsel, nunc pro tunc to April 3, 2009.

According to Charles E. Smith, WaMu's executive vice president
and general counsel, amending Quinn Emanuel's retention is
reasonable and necessary in order for the Debtors to most
efficiently administer their estates and to discharge their
responsibilities to their creditors.

The amended retention and employment of Quinn Emanuel
specifically includes the firm's representation of the Debtors in
connection with:

  (i) objecting to claims asserted against the Debtors' estates
      by certain ad hoc groups of holders of notes issued by the
      Debtors' primary operating subsidiary, Washington Mutual
      Bank in Henderson, Nevada, in coordination with Weil,
      Gotshal & Manges LLP, as the Debtors' general counsel;

(ii) the Seattle U.S. Attorney's investigation into certain
      Debtor attorney-client privilege issues; and

(iii) other matters which, due to the nature of the work
      completed by Quinn Emanuel to date on the Initial
      Retention or due to other conflicts possessed by Weil
      Gotshal, would be most efficient for Quinn Emanuel to
      be engaged.

Fees and expenses for the Quinn Emanuel with respect to the
"Additional Services" will be handled in the manner approved by
the Court under the Retention Order, according to Mr. Smith.

"To date, Quinn Emanuel has been careful not to duplicate the
work of Weil Gotshal or any of the other Debtor-professionals.
These efforts will continue," Mr. Smith added.

Susheel Kirpalani, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP, in New York, assures the Court that his firm does
not hold or represent any interest adverse to the Debtors'
estates.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Creditors Scoff at Shareholders' Committee Bid
-----------------------------------------------------------------
Creditors in the bankruptcy of Washington Mutual Inc. have joined
forces with the debtor's attempts to scrap a committee of equity
holders, contending that there is not likely to be any recovery
for common shareholders and that administration expenses will
consume too much of the estate's resources, Law360 reports.

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).


WEST CORP: Bank Debt Trades at 1% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which West Corporation
is a borrower traded in the secondary market at 98.73 cents-on-
the-dollar during the week ended Friday, Jan. 22, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.29 percentage
points from the previous week, The Journal relates.  The Company
pays 387 basis points above LIBOR to borrow under the loan
facility, which matures on July 1, 2016.   The bank debt carries
Moody's B1 rating while it is not rated by Standard & Poor's.  The
debt is one of the biggest gainers and losers among 166 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Jan. 22.

The Troubled Company Reporter on Oct. 9, 2009, said that Moody's
does not expect to take any immediate rating action following West
Corporation's announcement that it has filed for an initial public
offering of its common stock.  West indicated in its Form S-1
filing that it intends to use part of the net proceeds from the
offering to repay or repurchase indebtedness.

The last rating action on West Corporation was on May 8, 2007, at
which time Moody's lowered the senior secured credit facility
rating to B1 from Ba3 while affirming all other credit and
liquidity ratings.

Based in Omaha, Nebraska, West Corporation is a leading provider
of business process outsourcing services.  West has a B2 Corporate
Family Rating and a stable rating outlook.


WILLIAM LYON: Unit Closes Sale of Real Property for $13,625,000
---------------------------------------------------------------
Colin T. Severn, Vice President, Chief Financial Officer and
Corporate Secretary of William Lyon Homes, relates that William
Lyon Homes, Inc., a California corporation and subsidiary of the
Company, on December 24, 2009, consummated the sale of certain
real property -- comprising 165 acres -- in San Bernardino County,
California; San Diego County, California; Clark County, Nevada;
and Maricopa County, Arizona, for an aggregate purchase price of
$13,625,000.  The approximate aggregate book value of these
properties on the closing date as reflected on the consolidated
balance sheet of the Company and its subsidiaries was
$84.2 million.

                     About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

As of September 30, 2009, the Company had $738,740,000 in total
assets against $597,784,000 in total liabilities.

                          *     *     *

As reported by the Troubled Company Reporter on November 25, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on William Lyon Homes to 'CCC' from 'CCC-' and removed it
from CreditWatch, where it was placed with positive implications
on Oct. 30, 2009.  At the same time, S&P raised its rating on the
company's senior unsecured notes to 'CC' from 'D'.  The outlook is
developing.

"S&P raised its rating on William Lyon Homes because S&P believes
that near-term liquidity pressure has eased somewhat following the
partial funding of a secured term loan and reduced maturing credit
facility debt," said credit analyst James Fielding.  "However,
this privately held homebuilder remains very highly leveraged and
may face challenges repaying or refinancing intermediate-term debt
maturities if its business prospects don't improve in the
interim."


W.R. GRACE: Canadian Govt. Opposes Lauzon Belanger Retention
------------------------------------------------------------
Her Majesty the Queen in Right of Canada maintains that the
application to retain a special counsel, filed by parties
asserting claims relating to Zonolite Attic Insulation
manufactured by W.R. Grace & Co. in Canada, must "be adjourned to
be heard sometime after the Crown has exhausted her rights" with
respect to the approval of the Amended and Restated Minutes of
Settlement.

As previously reported, the CDN ZAI Claimants have sought to
retain Lauzon Belanger S.E.N.C.R.L. and Scarfone Hawkins LLP as
special counsel to represent their interests in the U.S.
proceedings, retroactively to September 1, 2008, and going forward
to the date of the confirmation of the Debtors'  Chapter 11 Joint
Plan of Reorganization.  Concurrently, Lauzon and Scarfone asked
the Bankruptcy Court to authorize them to engage the services of
Daniel K. Hogan and his firm, The Hogan Firm, as local bankruptcy
counsel nunc pro tunc to September 1, 2008.

Jacqueline Dais-Visca, Esq., senior counsel at the Ontario
Regional Office in Canada, relates that On November 16, 2009,
Grace and the representative counsel for the Companies' Creditors
Arrangement Act executed the 2009 Restated Settlement.  The Crown
is not a party to the 2009 Restated Settlement.  Canada first
became aware that the Crown Release had been removed upon receipt
of the 2009 Restated Settlement on November 16, 2009.

The 2009 Restated Settlement purports to release Grace from all
liability for CDN ZAI Claims but, in contrast to the 2008 CDN ZAI
Settlement, maintains the CDN ZAI Personal Injury claimants' right
to pursue the Crown not just for any alleged several liability of
the Crown but also for all joint liability alleged to be shared
with Grace and channels the Crown's claim over for contribution or
indemnity to the Asbestos PI Trust Fund.

Ms. Dais-Visca laments that Grace and the CCAA Representative
Counsel, without prior notice to the Crown, withdrew the Crown
Release approved not only by the CCAA court in Canada but by the
U.S. Bankruptcy Court, and replaced it to reflect that "claims may
be pursued by CDN ZAI PI Claimants against the Crown even though
they may give rise to the CDN ZAI PI Claims by the
Crown for contribution, indemnity or otherwise, provided that such
CDN ZAI PI Claims by the Crown shall be channeled to the Asbestos
Trust by the First Amended Joint Plan."

Ms. Dais-Visca says that the Crown is filing an objection to the
approval of the Restated Settlement "which approval process seems
to be proceeding by way of Grace seeking confirmation to the
incorporation of further amendments to the Joint Plan reflecting
the terms of the 2009 Restated Settlement."  Specifically, the
Crown will be filing an Objection to confirmation of the treatment
of the Crown contribution and indemnity claims in the Asbestos PI
Trust Distribution Procedures as reflected in the Third
Modifications to the Joint Plan and the Asbestos PI Trust
Distribution Procedures.

Ms. Dais-Visca tells the Bankruptcy Court that there is no
evidence to support an argument that it is urgent that the Special
Counsel Application be heard in January 2010.  "This Special
Counsel Application puts the cart before the horse," she contends.

In a separate response, David T. Austern, the Court-appointed
legal representative for future asbestos personal injury claimants
says that while he does not object to the Application, any
approval of the Application must clarify that, "in connection with
the Debtors' Chapter 11 cases, and consistent with Section
524(g)(4)(B)(i) of the Bankruptcy Code . . . only the PI FCR
represents the interests of holders of future asbestos personal
injury demands, including, but not limited to, asbestos personal
injury demands directly or indirectly arising out of or in any way
connected to the Debtors' manufacture, sale or distribution of
Zonolite attic insulation products in Canada."

                  CCAA Representatives Talk Back

Lauzon and Scarfone contend that there is no evidence to the
Crown's allegation that a concurrent conflict of interest exists,
thereby preventing them from serving the Canadian ZAI Claimants as
Special Counsel, Daniel K. Hogan, Esq., at The Hogan Firm in
Wilmington, Delaware, replies, on behalf of Lauzon and Scarfone.

Mr. Hogan further argues that contrary to the Crown's contention,
the 2009 Restated Settlement "is a fair and reasonable resolution
of the CDN ZAI Claims and . . . does not prejudice the Crown, the
CDN ZAI PD Claimants or CDN ZAI PI Claimants."

It is, in fact, "more advantageous to ZAI PI Claimants as it
provides some potential recourse against the Crown for claims for
which the Crown is jointly liable, whereas, the Original
Settlement did not," Mr. Hogan points out.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing is
scheduled to continue on October 13 and 14.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Proposes Protocol for Addressing Employee Claims
------------------------------------------------------------
W.R. Grace & Co.'s claims registers contain approximately 6,935
Claims filed by employees, former employees or beneficiaries of
Employees or former employees who are entitled to receive benefits
under Grace's existing plans, programs, and policies regarding
employee bonuses and other compensation, indemnity agreements or
various medical, insurance, severance, retiree and other benefits.

To efficiently address and dispose of the Employee Benefit Claims
and notify the Claimants of the preservation of their Applicable
Employee Benefits, the Debtors ask Judge Fitzgerald to approve a
protocol.

According to the Debtors' books and records, each Claimant has
been receiving his or her Applicable Employee Benefits since the
Petition Date.  The Debtors intend to continue paying all the
Benefits through the remainder of their Chapter 11 cases and
thereafter, Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, relates.

None of the Claimants therefore will have allowable claims for
Applicable Employee Benefits accruing or that will otherwise
become payable prior to the Grace's emergence from these
bankruptcy cases.  Furthermore, the Plan provides that, upon its
consummation, the Reorganized Debtors will assume the Grace
Benefit Programs.  Each Claimant will thereafter continue to
receive all of his or her Benefits pursuant to the Grace Benefit
Programs.

In this light, the Claimants will not have any allowable claims as
of the Effective Date for any Applicable Employee Benefits
accruing or otherwise becoming payable after the Effective Date.
Accordingly, each of the Employee Benefits Claims should be
disallowed, Ms. Jones explains.

The Employee Benefits Claim Resolution Protocol will provide
"appropriate procedural safeguards" for Claimants during the
claims disallowance process, while allowing the Debtors to avoid
expense and delay of having to individually object to the 6,935
Employee Benefits Claims.

Implementation of the Protocol calls for these terms:

   (1) Each Claimant will receive an individualized Benefit
       Continuation Notice, stating that (i) the Claimant will
       continue to receive all Applicable Employee Benefits
       after the effective date of the Debtors' Plan of
       Reorganization; and (ii) the Claimant's Employee
       Benefits Claim will be disallowed as of the Effective
       Date.

   (2) A Benefit Contribution Notice will be distributed, which
       will contain an explanation of Grace's right to modify or
       otherwise amend the Grace Benefit Programs under the terms
       of the applicable compensation or benefit plan, other
       agreement, or applicable non-bankruptcy law.

   (3) The Benefit Continuation Notice will provide Claimants
       with points of contact via mail, telephone, fax and e-mail
       to whom they can direct any questions or concerns that
       they may have regarding his or her Applicable Employee
       Benefits.

   (4) The Benefit Continuation Notice will provide each Claimant
       with a means of filing a written response to the Debtors'
       objection to his or her Employee Benefits Claim on or
       before a response deadline to be established by the
       Protocol Order;

   (5) The Debtors will address each written response to the
       Notices individually to attempt to resolve the issues
       raised in the written response.

   (6) The Debtors will file a report with the Court
       addressing the resolution of each written response.

   (7) The Debtors may file a reply to any remaining unresolved
       written responses to the extent necessary.

Upon the Court's approval of the Employee Benefits Claims
Resolution Protocol, the Debtors will file an omnibus objection to
the Employee Benefits Claims, requesting their disallowance on the
basis.

                   Establishment of Deadlines

The Debtors further ask Judge Fitzgerald to approve these
deadlines pursuant to the Employee Claims Resolution Protocol:

   * March 1, 2010  -- deadline for Debtors to file an omnibus
                       objection to the Employee Claims

   * April 16, 2010 -- deadline for Claimants to file written
                       responses

   * June 25, 2010  -- deadline for Debtors to file a report on
                       the status of resolving each of the
                       Responses

   * June 25, 2010  -- deadline for Debtors to seek leave to file
                       replies to the Responses

   * July 12, 2010  -- omnibus hearing to consider the Objections

The Court will convene a hearing on February 16, 2010, to consider
the Debtors' request.  Objections, if any, must be filed by
February 5.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing is
scheduled to continue on October 13 and 14.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Proposes to Amend Credit Agreement With ART
-------------------------------------------------------
W.R. Grace & Co., Inc., and its units seek the Court's authority
to amend the credit agreement between W.R. Grace & Co.-Conn. and
Advanced Refining Technologies LLC to (i) extend its termination
date to February 28, 2011, and (ii) reduce Grace's revolving
credit commitment from $20.25 million to $15 million.

James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates that effective March 1, 2001, Grace
and Chevron Products Company, a division of Chevron US.A. Inc
formed ART, a Delaware limited liability company.  ART develops,
manufactures and sells hydroprocessing catalysts, which are used
in the petroleum refining industry for the removal of certain
impurities from petroleum feedstock.

Initially, Grace owned a 55% interest in ART and Chevron USA owned
a 45% interest.  In October 2009, Grace sold 5% of the total
company interest to Chevron USA; and as a result, each of Grace
and Chevron USA now owns a 50% interest in ART.  ART is governed
by the Limited Liability Company Agreement dated as of March 1,
2001, between Grace and Chevron USA.

In connection with the formation of ART, Grace and Chevron Capital
Corporation, an affiliate of Chevron USA entered into separate
credit agreements with ART under which they provided
ART with an aggregate of $20 million of revolving credit in
proportion to the ownership of ART, consisting of (i) $11 million
from Grace and (ii) $9 million from Chevron Capital.

On January 14, 2010, Grace announced that it completed the sale of
a 5% interest in ART.  Grace has reduced its 55% interest to 50%
to achieve a balanced ownership structure.  Grace and Chevron have
also amended certain agreements governing Grace's supply of
catalyst to the joint venture and the related funding of capital
spending in support of the joint venture.

As a result of the sale, Grace intends to deconsolidate ART's
results of operations, cash flows and financial position from its
consolidated financial statements on a prospective basis effective
December 1, 2009.  Previously, Grace reported 100% of ART's sales
and 55% of ART's income, with 45% of ART's income reported as
Chevron's non-controlling interest.  Subsequent to the sale, Grace
intends to record its investment in ART and its portion of ART's
income and dividends using the equity method of accounting.
Included in Grace's previously reported consolidated net sales for
the nine months ended September 30, 2009, and years ended
December 31, 2008 and 2007 were sales of $234.1 million,
$348.7 million, and $335.7 million, respectively, related to ART.

The ART Credit Agreements commitments were subsequently increased
to a total of $45 million -- $24.75 million from Grace and
$20.25 million from Chevron Capital -- and their terms have been
extended to March 1, 2008, and then to March 1, 2010.

A subsequent amendment in 2009 reduced the Grace commitment to
$20.25 million to reflect the change of ART's ownership to 50%
Grace and 50% Chevron USA.  The amendments to the ART Credit
Agreement between Grace and ART were authorized pursuant to orders
entered by the Court on January 22, 2004.

Referring to the Joint Venture, Greg Poling, vice president at W.
R. Grace & Co., and president at Grace Davison noted that "Grace
is committed to providing customers in the petroleum refining
industry with innovative, technology-leading catalysts and
systems."

"Our relationship with Chevron, through ART, is integral to that
commitment.  Given ART's current size as a business and its growth
prospects, this restructuring provides ART with a stronger and
more flexible platform to pursue continued investment and growth
opportunities," Mr. Poling added.

Two ART Credit Agreements are substantially identical.  The
Operating Agreement provides that loans under the ART Credit
Agreements aggregating $2,000,000 or integral multiples thereof
will be lent 50% by Grace and 50% by Chevron Capital.  For
administrative convenience, loans in lesser amounts are made
exclusively by Grace until their balance reaches $2,000,000.

The ART Credit Agreements provide financing arrangements so that
excess cash from operations can be used to pay dividends to Grace
and Chevron and to fund ART growth, and not be tied up to fund
periodic "spikes" in working capital.  In this regard, ART has
paid dividends of $96.7 million to Grace and Chevron during 2008
and 2009, and has declared an additional $19.0 million of
dividends to be paid in 2010.  In 2010 and thereafter, ART expects
to continue experiencing spikes in working capital requirements
and therefore to continue to require the existing lines of credit,
particularly if excess cash is distributed in dividends or used to
further grow the ART joint venture, Mr. O'Neill tells the Court.

As a result of this transaction, Grace expects to record a gain of
approximately $5 million.

Over the next few years, ART expects new refinery projects and
other transactions that will require initial orders of several
million pounds of catalyst.  The working capital lines will be
needed as the long production time on the orders will require
temporary buildup of inventory.  "However, Grace and Chevron
Capital believe that based on ART's current business scale and
analysis of various scenarios impacting cash flow, the level of
their revolving credit commitments should be decreased to
$15 million each," Mr. O'Neill says.

In addition, Grace and Chevron Capital have decided that the
extended term of the Credit Agreements should be limited to 364
days in order to support closer oversight by its owners of ART's
credit situation.

Grace and Chevron Capital agree that it is more cost-effective to
continue the existing lines of credit than to tie up cash in ART
continuously in order to be prepared to meet financing needs if
and when they occur.  When the financing needs are not pressing,
ART's positive cash flow will be distributed as dividends to Grace
and Chevron USA for other uses or used for growth by internal
expansion, acquisitions or other strategic initiatives. Then, if
ART requires additional financing, it is available under the
extended ART Credit Agreements, explains Mr. O'Neill.

The Court will convene a hearing on February 16, 2010, to consider
the Debtors' request.  Objections, if any, must be filed by
February 5.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing is
scheduled to continue on October 13 and 14.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


YRC WORLDWIDE: Special Stockholders' Meeting on February 17
-----------------------------------------------------------
A Special Meeting of Stockholders of YRC Worldwide Inc. will be
held at the Company's General Office, 10990 Roe Avenue, Overland
Park, Kansas 66211, on February 17, 2010 at 10:00 a.m., Central
time, to consider these matters:

     1. To amend the Company's Certificate of Incorporation to
        (i) reduce the par value of the Company's common stock
        from $1.00 to $0.01, and (ii) increase the number of
        authorized shares from 125,000,000 shares to 2,005,000,000
        shares, of which 5,000,000 shares will be preferred
        stock, par value $1.00 per share, and 2,000,000,000 shares
        will be common stock, par value $0.01 per share;

     2. To amend the Company's Certificate of Incorporation to
        (i) effect a reverse stock split of the Company's common
        stock following the effectiveness of the Par Value
        Reduction and the Authorized Share Increase, at a ratio
        that will be determined by the Company's board of
        directors and that will be within a range of one-for-five
        (1:5) to one-for-25 (1:25), and (ii) reduce the number of
        authorized shares of the Company's common stock by the
        reverse split ratio; and

     3. To approve the adjournment of the Special Meeting, if
        necessary, to solicit additional proxies, if there are not
        sufficient votes at the time of the Special Meeting to
        approve proposals No. 1 and/or No. 2.

The board of directors recommends a FOR vote for proposals No. 1,
No. 2 and No. 3.

The Company has undertaken a restructuring as part of a
comprehensive plan to reduce costs, to improve operating results
and cash flow from operations, to improve liquidity and to reduce
debt.  On December 31, 2009, as part of this restructuring plan,
the Company settled exchange offers in which the Company exchanged
36,504,043 shares of its common stock and 4,345,514 shares of the
Company's Class A Convertible Preferred Stock for (i) $214,417,000
in aggregate principal amount of its 5.0% Net Share Settled
Contingent Convertible Senior Notes due 2023, (ii) $2,350,000 in
aggregate principal amount of its 5.0% Contingent Convertible
Senior Notes due 2023, (iii) $143,015,000 in aggregate principal
amount of its 3.375% Net Share Settled Contingent Convertible
Senior Notes due 2023, (iv) $5,384,000 in aggregate principal
amount of its 3.375% Contingent Convertible Senior Notes due 2023
and (v) $105,043,000 in aggregate principal amount of 8 1/2%
Guaranteed Notes due April 15, 2010 of YRC Regional
Transportation, Inc., a wholly owned subsidiary of the Company.

Approval of the Company's stockholders was not needed to
consummate the exchange offers; however, to automatically convert
each share of Class A Convertible Preferred Stock issued in the
exchange offers into 220.28 shares of common stock, the Company's
stockholders must approve an amendment to the Company's
Certificate of Incorporation to effect the Authorized Share
Increase and the Par Value Reduction.

Following the exchange offers and the Conversion, the Company
expects that the price per share of its common stock will fall as
a result of the dilution resulting from the issuance of a large
amount of new shares of common stock.  The Company's board of
directors has authorized an amendment to the Company's Certificate
of Incorporation to effect the Reverse Stock Split with a view to
increasing the per share trading price of the Company's common
stock after giving effect to these new issuances such that the
Company may maintain a price per share for its common stock
sufficient to increase the marketability and liquidity of its
common stock and satisfy listing requirements for the NASDAQ stock
exchange.  However, even if the Reverse Stock Split is
implemented, there can be no assurance that the Reverse Stock
Split will result in an increase in the market price of the
Company's common stock or that the market price of the Company's
common stock will not decrease at any time.  Other factors,
including (but not limited to) the Company's financial results,
market conditions and the market perception of the Company's
business, may adversely affect the market price of the Company's
common stock.

As reported by the Troubled Company Reporter on January 6, 2010,
the board of directors of the Company has fixed the close of
business on January 4, 2010, as the record date for the
determination of holders of record of its common stock and Class A
Convertible Preferred Stock entitled to notice of, and to vote at,
the Special Meeting or any reconvened meeting after any
adjournments of the Special Meeting.

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

                        Not Off the Hook Yet

As reported by the Troubled Company Reporter on January 12, 2010,
Moody's Investors Service revised YRC Worldwide's Probability of
Default Rating to Caa2 from Ca\LD, and the ratings on the
company's convertible senior notes due 2023 and YRC Regional
Transportation, Inc.'s 8-1/2% notes due 2010 to Caa3 from Ca.
Moody's affirmed YRC's Caa3 corporate family rating.

Moody's said YRC's PDR was raised by two notches to Caa2 in
recognition of a reduction in default risk over the next 12 months
that can be ascribed to the recent completion of an exchange of
debt for equity.  Moody's said the exchange provided important
relief to YRC.  However, the Caa2 PDR reflects Moody's belief that
the company continues to face substantial risk and will be
challenged to significantly improve its financial performance
despite what is expected to be a period modest recovery in
trucking demand over the near term.  Moreover, Moody's notes that
YRC must still achieve a refinancing of about $45 million of
senior notes that mature in April 2010; under agreements with bank
lenders YRC is precluded from using existing financial resources
to repay the notes making it imperative that a refinancing plan be
implemented in the near term.

As reported by the TCR on January 14, 2010, Standard & Poor's
Ratings Services raised its corporate credit rating on YRC
Worldwide to 'CCC-' from 'SD' (selective default).  S&P raised the
senior unsecured issue-level ratings to 'CC' from 'D' on the
company's remaining notes that were subject to the exchange offer,
as well as a '6' recovery rating, indicating negligible (0%-10%)
recovery of principal in a payment default scenario.  The company
has issued a combination of common and preferred equity in
exchange for the existing notes.

Despite the company's improved capital structure, YRCW's liquidity
position remains constrained, due to the $45 million upcoming
April 15 maturity, S&P said.  S&P could lower the ratings if YRCW
is unsuccessful in raising new capital to fund upcoming
maturities, or if liquidity becomes further constrained.

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

                        About YRC Worldwide

YRC Worldwide Inc., a Fortune 500 company headquartered in
Overland Park, Kan., -- http://yrcw.com/-- is one of the largest
transportation service providers in the world and the holding
company for a portfolio of successful brands including YRC, YRC
Reimer, YRC Glen Moore, YRC Logistics, New Penn, Holland and
Reddaway.  YRC Worldwide has the largest, most comprehensive
network in North America with local, regional, national and
international capabilities.  Through its team of experienced
service professionals, YRC Worldwide offers industry-leading
expertise in heavyweight shipments and flexible supply chain
solutions, ensuring customers can ship industrial, commercial and
retail goods with confidence.

At September 30, 2009, the Company had $3.281 billion in total
assets against total current liabilities of $1.687 billion, long-
term debt, less current portion of $892.0 million, deferred
income taxes, net of $131.4 million, pension and post retirement
of $384.9 million, and claims and other liabilities of
$410.2 million, resulting in shareholders' deficit of
$225.5 million.


YRC WORLDWIDE: Wells Fargo Discloses 5.65% Equity Stake
-------------------------------------------------------
Wells Fargo and Company and certain affiliates report that they
beneficially own 3,401,764 shares or roughly 5.65% of the common
stock of YRC Worldwide Inc. as of December 31, 2009.

Wells Fargo & Company made the disclosure on behalf of these
subsidiaries:

     -- Wells Capital Management Incorporated;
     -- Wells Fargo Bank, N.A.;
     -- Wells Fargo Advisors Financial Network, LLC.;
     -- Wachovia Bank, National Association;
     -- Wells Fargo Investments, LLC;
     -- Wells Fargo Funds Management, LLC; and
     -- Wells Fargo Advisors, LLC

                        Not Off the Hook Yet

As reported by the Troubled Company Reporter on January 12, 2010,
Moody's Investors Service revised YRC Worldwide's Probability of
Default Rating to Caa2 from Ca\LD, and the ratings on the
company's convertible senior notes due 2023 and YRC Regional
Transportation, Inc.'s 8-1/2% notes due 2010 to Caa3 from Ca.
Moody's affirmed YRC's Caa3 corporate family rating.

Moody's said YRC's PDR was raised by two notches to Caa2 in
recognition of a reduction in default risk over the next 12 months
that can be ascribed to the recent completion of an exchange of
debt for equity.  Moody's said the exchange provided important
relief to YRC.  However, the Caa2 PDR reflects Moody's belief that
the company continues to face substantial risk and will be
challenged to significantly improve its financial performance
despite what is expected to be a period modest recovery in
trucking demand over the near term.  Moreover, Moody's notes that
YRC must still achieve a refinancing of about $45 million of
senior notes that mature in April 2010; under agreements with bank
lenders YRC is precluded from using existing financial resources
to repay the notes making it imperative that a refinancing plan be
implemented in the near term.

As reported by the TCR on January 14, 2010, Standard & Poor's
Ratings Services raised its corporate credit rating on YRC
Worldwide to 'CCC-' from 'SD' (selective default).  S&P raised the
senior unsecured issue-level ratings to 'CC' from 'D' on the
company's remaining notes that were subject to the exchange offer,
as well as a '6' recovery rating, indicating negligible (0%-10%)
recovery of principal in a payment default scenario.  The company
has issued a combination of common and preferred equity in
exchange for the existing notes.

Despite the company's improved capital structure, YRCW's liquidity
position remains constrained, due to the $45 million upcoming
April 15 maturity, S&P said.  S&P could lower the ratings if YRCW
is unsuccessful in raising new capital to fund upcoming
maturities, or if liquidity becomes further constrained.

                        About YRC Worldwide

YRC Worldwide Inc., a Fortune 500 company headquartered in
Overland Park, Kan., -- http://yrcw.com/-- is one of the largest
transportation service providers in the world and the holding
company for a portfolio of successful brands including YRC, YRC
Reimer, YRC Glen Moore, YRC Logistics, New Penn, Holland and
Reddaway.  YRC Worldwide has the largest, most comprehensive
network in North America with local, regional, national and
international capabilities.  Through its team of experienced
service professionals, YRC Worldwide offers industry-leading
expertise in heavyweight shipments and flexible supply chain
solutions, ensuring customers can ship industrial, commercial and
retail goods with confidence.

At September 30, 2009, the Company had $3.281 billion in total
assets against total current liabilities of $1.687 billion, long-
term debt, less current portion of $892.0 million, deferred
income taxes, net of $131.4 million, pension and post retirement
of $384.9 million, and claims and other liabilities of
$410.2 million, resulting in shareholders' deficit of
$225.5 million.


* 2010 Bank Closings Now at 9 After 5 Banks Shut Friday
-------------------------------------------------------
Regulators closed three banks January 22 -- Charter Bank, Santa
Fe, NM; Evergreen Bank, Seattle, WA; Columbia River Bank, The
Dalles, OR; Bank of Leeton, Leeton, MO; Premier American Bank,
Miami, FL -- raising the total closings for this year to nine.

The Federal Deposit Insurance Corporation was appointed receiver
for the banks.

The FDIC has signed deals where three separate banks would assume
the assets of Town Community and St. Stephen State.  A deposit
insurance national bank was created for Barnes Banking to allow
depositors access to their insured deposits and time to open
accounts at other insured institutions.

The four banking failures this year are expected to cost the
FDIC's deposit insurance fund $539.1 million.

In accordance with Federal law, allowed claims against failed
financial institutions will be paid, after administrative
expenses, in this order of priority:

     1. Depositors
     2. General Unsecured Creditors
     3. Subordinated Debt
     4. Stockholders

                    2010 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                               Loss-Share
                               Transaction Party     FDIC Cost
                  Assets of    Bank That Assumed   to Insurance
                  Closed Bank  Deposits & Bought      Fund
Closed Bank       (millions)   Certain Assets       (millions)
-----------       ----------   --------------      -----------
Charter Bank          $1,200.0    Charter, Albuquerque    $201.9
Evergreen Bank          $488.5    Umpqua Bank, Roseburg    $64.2
Columbia River Bank   $1,100.0    Columbia State Bank     $172.5
Bank of Leeton           $20.1    Sunflower Bank            $8.1
Premier American Bank   $350.9    Bond Street subsidiary   $85.0
Town Community           $69.6    Bank First American      $17.8
St. Stephen State        $24.7    First State Bank          $7.2
Barnes Banking          $827.8    {DINB Created}          $271.3
Horizon Bank          $1,400.0    Washington Federal      $539.1

In 2009, there were 140 failed banks, compared with just 25 for
2008.

A complete list of banks that failed since 2000 is available at:

http://www.fdic.gov/bank/individual/failed/banklist.html

                   552 Banks on Problem List

The Federal Deposit Insurance Corp. said in its Quarterly Banking
Profile released November 24 that the number of insured
institutions on the agency's "Problem List" rose from 416 to 552
during the quarter, and total assets of "problem" institutions
increased from $299.8 billion to $345.9 billion.  Both the number
and assets of "problem" institutions are now at the highest level
since the end of 1993.

Total assets of the nation's 8,099 FDIC-insured commercial banks
and savings institutions decreased by $54.3 billion (0.4%) during
the third quarter of 2009.  Total deposits increased by $79.8
billion (0.9%) during the quarter, primarily due to activity in
foreign offices, which was up $81.9 billion (5.6%).

FDIC's deposit insurance fund (DIF) decreased by $18.6 billion
during the third quarter to a negative $8.2 billion primarily
because of $21.7 billion in additional provqisions for bank
failures.  Also, unrealized losses on available-for-sale
securities, combined with operating expenses, reduced the fund by
$1.1 billion.  Accrued assessment income added $3.0 billion to the
fund during the quarter, and interest earned, combined with
realized gains from sale of securities and surcharges from the
Temporary Liquidity Guarantee Program, added $1.2 billion.

Fifty insured institutions with combined assets of $68.8 billion
failed during the third quarter of 2009, the largest number since
the second quarter of 1990 when 65 insured institutions failed.
Ninety-five insured institutions with combined assets of $104.7
billion failed during the first three quarters of 2009, at a
currently estimated cost to the DIF of $25.0 billion.  As of
November 20, the list has risen to 124.

The DIF's reserve ratio was negative 0.16% on September 30, 2009,
down from 0.22% on June 30, 2009, and 0.76% one year ago. The
September 30, 2009, reserve ratio is the lowest reserve ratio for
a combined bank and thrift insurance fund since June 30, 1992,
when the ratio was negative 0.20%.

On November 12, 2009, the FDIC adopted a final rule amending the
assessment regulations to require insured depository institutions
to prepay their quarterly risk-based assessments for the fourth
quarter of 2009 and for all of 2010, 2011, and 2012 on December
30, 2009, along with each institution's risk-based assessment for
the third quarter of 2009.   The FDIC is asking banks to prepay
three years of premiums on Dec. 30 to raise $45 billion for the
fund.

"Today's report shows that while bank and thrift earnings
have improved, the effects of the recession continue to be
reflected in their financial performance," FDIC Chairman Sheila
Bair said in a November 24 statement.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.
The Problem List is not divulged to the public.  No advance notice
is given to the public when a financial institution is closed.

               Problem Institutions      Failed Institutions
               --------------------      -------------------
Year           Number  Assets (Mil)      Number  Assets (Mil)
----           ------  ------------      ------  ------------
Q3'09             552      $345,900          50        $68,800
Q2'09             416      $299,800          24        $26,400
Q1'09             305      $220,047          21         $9,498
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

A copy of the FDIC's Quarterly Banking Profile for the quarter
ended Sept. 30, 2009, is available for free at:

      http://bankrupt.com/misc/FDIC_QBP_Q3_09.pdf


* BOND PRICING -- For the Week From January 18 to 22, 2009
----------------------------------------------------------

  Company           Coupon      Maturity   Bid Price
  -------           ------      --------   ---------
155 E TROPICANA       8.750%     4/1/2012      21.000
ABITIBI-CONS FIN      7.875%     8/1/2009      12.000
ACARS-GM              8.100%    6/15/2024      17.375
ADVANTA CAP TR        8.990%   12/17/2026      12.500
ALERIS INTL INC       9.000%   12/15/2014       8.000
ALERIS INTL INC      10.000%   12/15/2016       8.250
AMBAC INC             9.375%     8/1/2011      54.000
AMER REAL ESTATE      7.125%    2/15/2013     100.000
AMR CORP             10.450%    3/10/2011      76.125
APRIA HEALTHCARE      3.375%     9/1/2033      60.000
ARCO CHEMICAL CO     10.250%    11/1/2010      75.750
AT HOME CORP          0.525%   12/28/2018       0.125
ATHEROGENICS INC      1.500%     2/1/2012       0.375
BALLY TOTAL FITN     14.000%    10/1/2013       1.100
BANK NEW ENGLAND      8.750%     4/1/1999      10.110
BANK NEW ENGLAND      9.875%    9/15/1999      10.750
BANKUNITED FINL       3.125%     3/1/2034       4.875
BANKUNITED FINL       6.370%    5/17/2012       5.000
BLOCKBUSTER INC       9.000%     9/1/2012      29.250
BOWATER INC           6.500%    6/15/2013      33.000
BOWATER INC           9.500%   10/15/2012      33.000
CAPMARK FINL GRP      5.875%    5/10/2012      28.000
CHAMPION ENTERPR      2.750%    11/1/2037       5.625
CITADEL BROADCAS      4.000%    2/15/2011       5.000
CMP SUSQUEHANNA       9.875%    5/15/2014      37.000
COLLINS & AIKMAN     10.750%   12/31/2011       1.000
COMPUCREDIT           3.625%    5/30/2025      43.750
CONGOLEUM CORP        8.625%     8/1/2008      21.003
COOPER-STANDARD       8.375%   12/15/2014      30.750
CREDENCE SYSTEM       3.500%    5/15/2010      64.250
DECODE GENETICS       3.500%    4/15/2011       5.875
DECODE GENETICS       3.500%    4/15/2011       6.250
DEX MEDIA INC         8.000%   11/15/2013      27.000
DEX MEDIA INC         9.000%   11/15/2013      33.000
DEX MEDIA INC         9.000%   11/15/2013      33.000
DEX MEDIA WEST        9.875%    8/15/2013      38.500
FAIRPOINT COMMUN     13.125%     4/1/2018      12.750
FAIRPOINT COMMUN     13.125%     4/2/2018      17.440
FEDDERS NORTH AM      9.875%     3/1/2014       0.740
FINLAY FINE JWLY      8.375%     6/1/2012       0.999
FRANKLIN BANK         4.000%     5/1/2027       2.000
GENERAL MOTORS        7.125%    7/15/2013      25.380
GENERAL MOTORS        7.700%    4/15/2016      25.750
GENERAL MOTORS        9.450%    11/1/2011      23.750
HAIGHTS CROSS OP     11.750%    8/15/2011      40.500
HAWAIIAN TELCOM       9.750%     5/1/2013       2.875
IEP-CALL01/10         8.125%     6/1/2012     102.000
IEP-CALL02/10         7.125%    2/15/2013     100.000
INN OF THE MOUNT     12.000%   11/15/2010      49.750
INTL LEASE FIN        4.200%    2/15/2010      96.066
LANDRY'S RESTAUR      9.500%   12/15/2014      85.140
LEHMAN BROS HLDG      1.500%    3/23/2012      17.000
LEHMAN BROS HLDG      4.375%   11/30/2010      19.625
LEHMAN BROS HLDG      4.500%    7/26/2010      19.000
LEHMAN BROS HLDG      4.500%     8/3/2011      18.000
LEHMAN BROS HLDG      4.700%     3/6/2013      14.000
LEHMAN BROS HLDG      4.800%    2/27/2013      12.500
LEHMAN BROS HLDG      4.800%    3/13/2014      20.500
LEHMAN BROS HLDG      5.000%    1/14/2011      18.770
LEHMAN BROS HLDG      5.000%    1/22/2013      18.500
LEHMAN BROS HLDG      5.000%    2/11/2013      17.010
LEHMAN BROS HLDG      5.000%    3/27/2013      16.500
LEHMAN BROS HLDG      5.000%     8/5/2015      17.375
LEHMAN BROS HLDG      5.100%    1/28/2013      17.500
LEHMAN BROS HLDG      5.150%     2/4/2015      16.250
LEHMAN BROS HLDG      5.250%     2/6/2012      20.000
LEHMAN BROS HLDG      5.250%    2/11/2015      16.000
LEHMAN BROS HLDG      5.250%     3/5/2018      17.875
LEHMAN BROS HLDG      5.500%     4/4/2016      19.750
LEHMAN BROS HLDG      5.500%     2/4/2018      18.375
LEHMAN BROS HLDG      5.500%    2/19/2018      17.550
LEHMAN BROS HLDG      5.500%    11/4/2018      17.500
LEHMAN BROS HLDG      5.550%    2/11/2018      16.000
LEHMAN BROS HLDG      5.600%    1/22/2018      18.500
LEHMAN BROS HLDG      5.625%    1/24/2013      21.438
LEHMAN BROS HLDG      5.700%    1/28/2018      16.000
LEHMAN BROS HLDG      5.700%    4/13/2029      14.063
LEHMAN BROS HLDG      5.750%    4/25/2011      19.500
LEHMAN BROS HLDG      5.750%    7/18/2011      10.625
LEHMAN BROS HLDG      5.750%    5/17/2013      19.625
LEHMAN BROS HLDG      5.750%     1/3/2017       0.150
LEHMAN BROS HLDG      5.875%   11/15/2017      19.000
LEHMAN BROS HLDG      6.000%     4/1/2011      17.700
LEHMAN BROS HLDG      6.000%    7/19/2012      19.500
LEHMAN BROS HLDG      6.000%    6/26/2015      12.875
LEHMAN BROS HLDG      6.000%   12/18/2015      16.500
LEHMAN BROS HLDG      6.000%    2/12/2018      17.010
LEHMAN BROS HLDG      6.000%    2/12/2020      17.125
LEHMAN BROS HLDG      6.000%    1/29/2021      16.000
LEHMAN BROS HLDG      6.150%    4/11/2031      15.000
LEHMAN BROS HLDG      6.200%    9/26/2014      20.125
LEHMAN BROS HLDG      6.250%    2/22/2023      16.500
LEHMAN BROS HLDG      6.500%    7/13/2037      16.625
LEHMAN BROS HLDG      6.600%    10/3/2022      15.250
LEHMAN BROS HLDG      6.625%    1/18/2012      20.000
LEHMAN BROS HLDG      6.850%    8/16/2032      17.700
LEHMAN BROS HLDG      6.850%    8/23/2032      17.000
LEHMAN BROS HLDG      6.900%    6/20/2036      11.900
LEHMAN BROS HLDG      7.000%    4/16/2019      16.000
LEHMAN BROS HLDG      7.000%    5/12/2023      16.130
LEHMAN BROS HLDG      7.000%    9/28/2037      16.000
LEHMAN BROS HLDG      7.000%     2/1/2038      17.111
LEHMAN BROS HLDG      7.000%     2/7/2038      15.000
LEHMAN BROS HLDG      7.000%     2/8/2038      17.625
LEHMAN BROS HLDG      7.000%    4/22/2038      16.415
LEHMAN BROS HLDG      7.250%    2/27/2038      16.033
LEHMAN BROS HLDG      7.350%     5/6/2038      16.415
LEHMAN BROS HLDG      7.730%   10/15/2023      15.500
LEHMAN BROS HLDG      7.875%    11/1/2009      20.000
LEHMAN BROS HLDG      7.875%    8/15/2010      20.000
LEHMAN BROS HLDG      8.000%     3/5/2022      14.000
LEHMAN BROS HLDG      8.000%    3/17/2023      16.625
LEHMAN BROS HLDG      8.050%    1/15/2019      15.500
LEHMAN BROS HLDG      8.500%     8/1/2015      20.680
LEHMAN BROS HLDG      8.500%    6/15/2022      15.500
LEHMAN BROS HLDG      8.750%   12/21/2021      17.000
LEHMAN BROS HLDG      8.800%     3/1/2015      19.437
LEHMAN BROS HLDG      8.920%    2/16/2017      20.000
LEHMAN BROS HLDG      9.500%   12/28/2022      16.995
LEHMAN BROS HLDG      9.500%    1/30/2023      18.125
LEHMAN BROS HLDG      9.500%    2/27/2023      17.000
LEHMAN BROS HLDG     10.000%    3/13/2023      18.750
LEHMAN BROS HLDG     10.375%    5/24/2024      16.000
LEHMAN BROS HLDG     11.000%   10/25/2017      17.500
LEHMAN BROS HLDG     11.000%    6/22/2022      18.375
LEHMAN BROS HLDG     11.000%    8/29/2022      17.250
LEHMAN BROS HLDG     11.000%    3/17/2028      16.000
LEHMAN BROS HLDG     11.500%    9/26/2022      18.125
LEHMAN BROS HLDG     18.000%    7/14/2023      18.250
LEINER HEALTH        11.000%     6/1/2012       8.250
LTX-CREDENCE          3.500%    5/15/2011      61.000
MAGNA ENTERTAINM      8.550%    6/15/2010      40.500
MAJESTIC STAR         9.500%   10/15/2010      76.000
MAJESTIC STAR         9.750%    1/15/2011      10.560
MERRILL LYNCH         0.000%     3/9/2011      96.250
METALDYNE CORP       10.000%    11/1/2013      10.000
METALDYNE CORP       11.000%    6/15/2012       2.000
MILLENNIUM AMER       7.625%   11/15/2026      16.750
MORRIS PUBLISH        7.000%     8/1/2013      34.000
NEFF CORP            10.000%     6/1/2015      12.000
NETWORK COMMUNIC     10.750%    12/1/2013      40.250
NEWARK GROUP INC      9.750%    3/15/2014      37.000
NEWPAGE CORP         12.000%     5/1/2013      55.000
NORTH ATL TRADNG      9.250%     3/1/2012      35.000
OSCIENT PHARM        12.500%    1/15/2011       4.050
PMI CAPITAL I         8.309%     2/1/2027      20.000
POPE & TALBOT         8.375%     6/1/2013       0.750
QUANTUM CORP          4.375%     8/1/2010      85.500
RAFAELLA APPAREL     11.250%    6/15/2011      49.750
RAIT FINANCIAL        6.875%    4/15/2027      39.852
RH DONNELLEY          6.875%    1/15/2013      12.000
RH DONNELLEY          6.875%    1/15/2013      11.750
RH DONNELLEY          6.875%    1/15/2013      11.000
RH DONNELLEY          8.875%    1/15/2016      11.000
RH DONNELLEY          8.875%   10/15/2017      11.625
RJ TOWER CORP        12.000%     6/1/2013       1.000
SIX FLAGS INC         9.625%     6/1/2014      31.400
SIX FLAGS INC         9.750%    4/15/2013      30.500
SPHERIS INC          11.000%   12/15/2012      47.895
STATION CASINOS       6.000%     4/1/2012      20.700
STATION CASINOS       6.500%     2/1/2014       1.530
STATION CASINOS       6.625%    3/15/2018       1.250
STATION CASINOS       7.750%    8/15/2016      17.438
THORNBURG MTG         8.000%    5/15/2013      10.125
TIMES MIRROR CO       7.250%     3/1/2013      29.750
TOUSA INC             7.500%    3/15/2011       4.000
TOUSA INC             7.500%    1/15/2015       4.660
TOUSA INC             9.000%     7/1/2010      50.000
TOUSA INC             9.000%     7/1/2010      57.875
TOUSA INC            10.375%     7/1/2012       4.250
TRANSMERIDIAN EX     12.000%   12/15/2010      12.114
TRIBUNE CO            4.875%    8/15/2010      29.750
TRIBUNE CO            5.250%    8/15/2015      26.000
TRIMAS CORP           9.875%    6/15/2012     101.500
TRS-CALL01/10         9.875%    6/15/2012     102.250
TRUMP ENTERTNMNT      8.500%     6/1/2015       1.052
VERASUN ENERGY        9.375%     6/1/2017       6.625
VERENIUM CORP         5.500%     4/1/2027      44.000
VION PHARM INC        7.750%    2/15/2012      15.820
WASH MUT BANK FA      5.125%    1/15/2015       0.400
WASH MUT BANK FA      5.650%    8/15/2014       0.400
WASH MUT BANK NV      5.500%    1/15/2013       0.400
WASH MUT BANK NV      5.550%    6/16/2010      46.000
WASH MUT BANK NV      5.950%    5/20/2013       0.400
WASH MUT BANK NV      6.750%    5/20/2036       0.625
WCI COMMUNITIES       7.875%    10/1/2013       1.550
WII COMPONENTS       10.000%    2/15/2012      60.000
YELLOW CORP           5.000%     8/8/2023      83.125



                            *********

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.

                  *** End of Transmission ***