TCR_Public/100127.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, January 27, 2010, Vol. 14, No. 26

                            Headlines


101/202 HOLDINGS: Court to Consider Case Dismissal on February 16
101/202 HOLDINGS: U.S. Trustee Unable to Form Creditors Committee
ABITIBIBOWATER INC: Fee Auditor OKs Paul Hasting's $1.2MM Fees
ABITIBIBOWATER INC: Gets Nod to Settle Wrongful Death Suit
ABITIBIBOWATER INC: Has Approval for Deloitte as Fin'l Advisor

ACCURIDE CORP: Court Wants More Disclosure From Bondholders
ALABAMA & DUNLAVY: Chapter 11 Reorganization Case Dismissed
ALL LAND INVESTMENTS: Amends Schedules of Assets and Liabilities
ALLEN CAPITAL: Dallas Logistics Hub Files Voluntary Chapter 11
ALLEN CAPITAL: Case Summary & 20 Largest Unsecured Creditors

ALLIED CAPITAL: Prospect Challenges Board's Decision to Scrap Bid
AMERICAN INT'L: TARP Inspector to Probe Payout to Trading Partners
ANA VERDE: DIP Financing, Cash Collateral Use Get Interim OK
ANAVERDE LLC: Files Liquidation Plan & Disclosure Statement
ANGIOTECH PHARMACEUTICALS: Franklin Resources Reports 4.1% Stake

APPLETON PAPERS: Moody's Affirms Corporate Family Rating at 'B2'
APPLETON PAPERS: S&P Assigns 'B+' Rating on $300 Mil. Notes
ARIZONA EQUIPMENT: Files First Amended Disclosure Statement
ASSOCIATED BANC-CORP: Capital Actions Help Stabilize Fitch Ratings
B&G FOODS: Unveils Initial Results of Tender Offer

BH S&B HOLDINGS: Guippone Deadline for Claims Moved to March 27
BIG WEST: Moody's Assigns Corporate Family Rating at 'B2'
BIGLER LP: Files Schedules of Assets and Liabilities
BIGLER LP: U.S. Trustee Sets Meeting of Creditors for February 11
BLACK CROW MEDIA: Wants DIP Financing & Cash Collateral Use

BLUE HERON: U.S. Trustee Appoints 7-Member Creditors Committee
BLUE HERON: Section 341(a) Meeting Set at U.S. Trustee's Office
BRIDGEVIEW AEROSOL: Has Until July 8 to File Chapter 11 Plan
BRIDGEVIEW AEROSOL: Court Sets March 15 as General Bar Date
BROADLANE INC: S&P Affirms 'B+' Corporate Credit Rating

BRUNO GRELA-MPOKO: Case Summary & 20 Largest Unsecured Creditors
BUILDERS FIRSTSOURCE: S&P Drops Corpore to 'SD' on Debt Exchange
BUILDING MATERIALS: S&P Raises Corporate Credit Rating to 'BB+'
CALIFORNIA HOUSING: Moody's Cuts Rating on Insurance Fund to 'B2'
CANWEST GLOBAL: CCAA Stay Period Extended Until March 31

CANWEST GLOBAL: Doesn't Want to Sell Assets in Parts
CANWEST GLOBAL: Pays Salvation Army in Excess of $50,000
CAPMARK FINANCIAL: Affordable's Schedules & Statement
CAPMARK FINANCIAL: Dewey & LeBoeuf Charges $3MM for November Work
CAPMARK FINANCIAL: Sues Gruss Global to Stop Noteholder Suits

CAPMARK FINANCIAL: Asks for First Plan Exclusivity Extension
CARBON BEACH: Files Schedules of Assets and Liabilities
CATALYST PAPER: Amends Private Exchange Offer
CATALYST PAPER: Refutes Claims From Payment Recovery in Quebecor
C&C ELLEGANZA: Case Summary & 16 Largest Unsecured Creditors

CELL THERAPEUTICS: Sells $30 Mil. in Preferreds and Warrants
CERUS CORP: Royce & Associates Reports 10.05% Equity Stake
CERUS CORP: Board OKs Bonus Pool for Senior Management
CFT-III LLC: Voluntary Chapter 11 Case Summary
CHEMTURA CORP: Albemarle Discloses Impact of Deal in Q4 Earnings

CHRYSLER LLC: 600 Dealers Try to Restore Businesses
CHRYSLER LLC: Assigns Two Daimler Contracts to New Chrysler
CHRYSLER LLC: Dealers Pursue Plea to Overturn Contract Rejections
CHRYSLER LLC: New Chrysler Recalls Pickups Due to Safety Issues
CHRYSLER LLC: Ohio Plan to Stay Open Until June

CHRYSLER LLC: Sending 2nd Amended Plan to Creditors for Voting
CHRYSLER LLC: Dealerships to Seek Arbitration
CIMINO BROKERAGE: Cash Collateral Hearing Set for March 5
CINEMA FUSION: Loan Default Prompts Chapter 11 Filing
CNG HOLDINGS: Moody's Assigns Corporate Family Rating at 'B3'

CNG HOLDINGS: S&P Assigns 'B' Counterparty Credit Rating
COACHMEN INDUSTRIES: Unit Has Deal to Build College Residence Hall
COINMACH SERVICE: S&P Raises Corporate Credit Rating to 'B-'
COLONIAL BANCGROUP: Can Access Cash on Hand to Pay Bills
COMMERCIAL VEHICLE: Delays Planned Sale of $2-Mil. in Securities

COMMONWEALTH EDISON: Fitch Raises Issuer Default Rating From 'BB+'
COPPERFIELD INVESTMENTS: Claimant Denied Derivative Standing
CREDIT ACCEPTANCE: S&P Assigns 'BB-' Senior Secured Debt Rating
DESIGNER LICENSE: Taps Goldberg Weprin as Bankruptcy Counsel
DESIGNER LICENSE: U.S. Trustee Picks 3-Member Creditors Panel

DESIGNER LICENSE: Section 341(a) Meeting Scheduled for February 4
DEWITT LEE WEARY: Case Summary & 20 Largest Unsecured Creditors
EDWARD MANDEL: Voluntary Chapter 11 Case Summary
EINSTEIN NOAH: Reports Preliminary Financial Results for Q4
EMISPHERE TECHNOLOGIES: Board OKs Salary Hike for Two Executives

EMRISE CORP: Modifies Credit Agreement to Avert Default
ENERGY XXI: Moody's Upgrades Corporate Family Rating to 'Caa1'
EQUINOX HOLDINGS: Moody's Cuts Rating on Senior Notes to 'B2'
EXPRESS ENERGY: Moody's Withdraws 'Ca' Corporate Family Rating
EXTENDED STAY: Cerberus, et al., Wants Five Mile Suit to Stay

EXTENDED STAY: Lichtenstein et al. Want Transfer Ruling Reversed
FAIRFAX FINANCIAL: Moody's Assigns 'Ba3' Preferred Share Rating
FAIRFAX FINANCIAL: S&P Assigns 'BB' Rating on Preferred Shares
FANNIE MAE: House Financial Services Chairman Calls for End
FONTAINEBLEAU LV: Hearing on Sale of Resort to Icahn Today

FONTAINEBLEAU LV: Identifies Contracts to be Assigned to Icahn
FONTAINEBLEAU LV: Plan Exclusivity Extended Until March 1
FORD MOTORS: Sequoia Restaurant Presents First Award
FREDDIE MAC: Seeks to File Own Liquidation Plan for Taylor Bean
GENERAL GROWTH: Hires UBS to Evaluate Financial Transactions

GLOBAL GEOPHYSICAL: S&P Raises Corporate Credit Rating to 'B'
GLUTH BROS: Judge Tosses Fraudulent Conveyance Lawsuit
GENERAL MOTORS: CEO Whitacre, et al., to Remain Under Pay Limits
GENERAL MOTORS: Dealerships to Seek Arbitration
GENERAL MOTORS: Sues BMW for Breach of Delivery Agreement

GENERATION BRANDS: Completes Restructuring and Exits Chapter 11
GTC BIOTHERAPEUTICS: LFB Converts Preferreds Into Common Shares
HAMILTON BROTHERS: Case Summary & 21 Largest Unsecured Creditors
HARBORWALK LP: Voluntary Chapter 11 Case Summary
HARRISBURG, PA: Bankruptcy Looms Amid Budget Deficit

HARVEST OIL: Can Access Lenders' Cash Collateral Until January 31
INTERNATIONAL ALUMINUM: Committee Trying to Slow Case
INTERNATIONAL LEASE: S&P Downgrades Unsec. Debt Rating to 'BB+'
JACUZZI BRANDS: S&P Downgrades Corporate Credit Rating to 'SD'
JEFFREY PATRICK RICE: Voluntary Chapter 11 Case Summary

JONES STEPHENS: Creditors Want Exclusivity Terminated
JOSE JORGE: Has Access to Northwest Farm Cash Until February 14
KAINOS PARTNERS: Has Until March 3 to File Chapter 11 Plan
KINGSLEY CAPITAL: 10th Cir. Says Appeal Time Can't Be Waived
KLCG PROPERTY: KeyLime Water Park Heading for March 16 Auction

LA JOLLA: Receives Nasdaq Delisting Notice; Intends to Appeal
LAS VEGAS MONORAIL: Wants to Use Cash Collateral
LAS VEGAS SANDS: Inks Amended Employment Deal With Sr. VP Kay
LEHMAN BROTHERS: Fires Back in Metavante Swap Dispute
LIBBEY INC: Unit Commences Tender Offer for Senior Secured Notes

LODGENET INTERACTIVE: Black Horse Capital Reports 11.6% Stake
LODGENET INTERACTIVE: Delays Sale of $290MM of Debt Securities
LYONDELL CHEMICAL: BoNY Settles Plea for Payment of $361.5MM
LYONDELL CHEMICAL: Court Won't Stop Adequate Protection Payments
LYONDELL CHEMICAL: Gets Approval for Settlement with Insurers

MANHATTAN INVESTMENT: S.D.N.Y. Declines to Tax Costs to Trustee
MESA AIR: Moves to Terminate Excess Aircraft Leases
MICHAEL GEIGER: Voluntary Chapter 11 Case Summary
MICHAEL MACK: Case Summary & 20 Largest Unsecured Creditors
NATIONAL MEDICAL: S&P Withdraws 'BB' Corporate Credit Rating

NEXTWAVE WIRELESS: Receives Delisting Notice From NASDAQ
NORANDA ALUMINUM: Moody's Upgrades Sr. Unsec. Notes Rating to Caa2
NORANDA ALUMINUM: Plans to Sell $250,000,000 of Common Stock
NUVEEN INVESTMENTS: Broker Dealer Faces FINRA Disciplinary Action
ONEIDA LTD: Judge Affirms Dismissal of $6M Claim in Oneida Ch. 11

OPUS EAST: Cooch & Taylor Bills $172,000 for July-Oct.
OPUS WEST: Proposes Settlement With Two Former Employees
OPUS EAST: Trustee Proposes Backlick Road Property Sale
PALM SPRINGS: Case Summary & Unsecured Creditor
PARTITIONS PLUS: United Rentals Loses Preferential Transfer Appeal

PENN TRAFFIC: Tops Markets Buying Supermarket Operations
PHILADELPHIA ORCHESTRA: Seeks $15-Mil. Funding; Bankruptcy Looms
QUALITY CANDY: Files for Chapter 11 Protection in Milwaukee
QUANTUM CORP: Wells Fargo, Harrosh Disclose Equity Stake
READER'S DIGEST: Moody's Assigns 'B1' Corporate Family Rating

REFCO INC: Post-Confirmation Report for Q4 2009
RES-CARE INC: S&P Affirms Corporate Credit Rating at 'BB-'
RICKIE WALKER: Case Summary & 7 Largest Unsecured Creditors
S-TRAN HOLDINGS: Hearing on Ch. 11 Case Conversion Set for Today
ST. VINCENT'S: Faces Cash Flow Crunch, Bankruptcy

SIMMONS BEDDING: Raises $425 Million From Debt Offering
SIMMONS BEDDING: Amended Bankruptcy-Exit Plan Declared Effective
SPANSION INC: ChipMos Has Deal to Sell Claim to Citigroup
SPANSION INC: Files Supplements to 2nd Amended Plan
SPANSION INC: Has Interim Nod for $450 Mil. Exit Facility

SPANSION INC: Noteholders Say Plan Outline Has Misrepresentations
SPANSION INC: Proposes to Settle Japan Dispute for $45 Mil.
SPANSION INC: Reports $4,329,000 Net Income for 4th Quarter
STATION CASINOS: Committee Creditors Can't Sue for Fraud Yet
STATION CASINOS: Bondholders Defend Bid to Pursue LBO Lawsuits

SUMBRY MORTUARY: Voluntary Chapter 11 Case Summary
TAYLOR BEAN: Freddie Mac Wants to File Own Liquidation Plan
TELIGENT INC: Seeks To Limit K&L Gates Discovery
TRIPLE J OILFIELD: Case Summary & 20 Largest Unsecured Creditors
TRUMP ENTERTAINMENT: Court Delays Review of Interest Payment Issue

VIKING SYSTEMS: Dutchess to Buy Shares Over 36-Month Period
VIKING SYSTEMS: Registers 2.8MM Shares Under Incentive Plan
VITERRA, INC: Moody's Confirms Corporate Family Rating at 'Ba1'
WEST POINT: Case Summary & 11 Largest Unsecured Creditors
WILLIAM CARTER: Moody's Confirms Corporate Family Rating at 'Ba2'

WM BOLTHOUSE: Moody's Assigns 'B1' Rating on Senior Secured Loan
W.R. GRACE: Wraps Up Confirmation Hearing on Plan

* Epiq Systems Expanded Electronic Discovery Segment in 2009
* John Hintz Joins Chadbourne & Parke's IP Group
* Valuation and Strategic Consulting Specialist Joins Marks Paneth

* Upcoming Meetings, Conferences and Seminars


                            *********


101/202 HOLDINGS: Court to Consider Case Dismissal on February 16
-----------------------------------------------------------------
101/202 Holdings, L.L.C., asks the U.S. Bankruptcy Court for the
District of Arizona to dismiss its Chapter 11 case.

101/202 explains that it has failed to obtain third party
financing to satisfy all claims against the estate.  The Debtor
says it is allowing the senior lien holders to initiate a
trustee's sale of its property.

The Hon. Sarah Sharer Curley will consider the Debtor's motion to
dismiss at a hearing on February 16, 2010, at 11:00 a.m. at 230 N.
First Avenue, 7th Floor, Courtroom 701, Phoenix, Arizona.

Tempe, Arizona-based 101/202 Holdings, L.L.C. filed for Chapter 11
on November 27, 2009 (Bankr. D. Ariz. Case No. 09-30627).  Jerry
L. Cochran, Esq., at Cochran Law Firm, PC represents the Debtor in
its restructuring effort.  In its petition, the Debtor listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in debts.


101/202 HOLDINGS: U.S. Trustee Unable to Form Creditors Committee
-----------------------------------------------------------------
The Office of the U.S. Trustee for Region 14 notified the U.S.
Bankruptcy Court for the District of Arizona that it was unable to
appoint an official committee of unsecured creditors in the
Chapter 11 case of 101/202 Holdings, L.L.C.

The U.S. Trustee related that there were an insufficient number of
unsecured creditors who have expressed interest in serving on a
committee.  The UST reserves the right to appoint the committee if
interest develop among the creditors.

Tempe, Arizona-based 101/202 Holdings, L.L.C. filed for Chapter 11
on November 27, 2009 (Bankr. D. Ariz. Case No. 09-30627).  Jerry
L. Cochran, Esq., at Cochran Law Firm, PC represents the Debtor in
its restructuring effort.  In its petition, the Debtor listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in debts.


ABITIBIBOWATER INC: Fee Auditor OKs Paul Hasting's $1.2MM Fees
--------------------------------------------------------------
In separate reports filed with the Court, Direct Fee Review LLC,
in its capacity as fee auditor in AbitibiBowater Inc.'s cases,
recommended the approval of fees and the reimbursement of expenses
of these professionals for these fee periods:

Professional              Fee Period         Fees     Expenses
------------              -----------    ----------   --------
Paul, Hastings,           04/28/09 to    $1,200,217    $17,398
Janofsky & Walker LLP     08/31/09

Lazard Freres & Co. LLC   05/04/09 to    $1,200,000    $31,762
                           10/31/09

PricewaterhouseCoopers    04/01/09 to      $709,277    $20,115
LLP, (Canada)             06/30/09

Meanwhile, Direct Fee Review LLC submitted to the Court separate
reports recommending the allowance of these professionals' fees
and the reimbursement of their expenses during these fee periods:

Professional              Fee Period         Fees     Expenses
------------              ----------     ----------   --------
Paul, Weiss, Rifkind      08/01/09 to    $1,073,271    $27,379
Wharton & Garrison LLP    09/30/09

Blackstone Advisory       07/01/09 to     1,125,000     36,303
Services, LP              09/30/09

Huron Consulting,         07/16/09 to       734,610    203,255
LLC                       08/31/09

Deloitte Tax, LLP         08/01/09 to       622,704     15,240
                           10/31/09

PricewaterhouseCoopers    06/01/09 to       380,340          0
LLP, US                   08/31/09

Troutman Sanders, LLP     08/01/09 to       306,701      5,046
                           10/31/09

Young Conaway Stargatt    08/01/09 to       224,997     27,403
& Taylor, LLP             10/31/09

Ernst & Young LLP         08/01/09 to       222,401     14,992
                           09/30/09

Bayard, P.A.              08/01/09 to        76,438      7,482
                           10/31/09

FTI Consulting, Inc.      08/01/09 to             0     12,821
                           10/31/09

Bennett Jones LLP         08/01/09 to     C$231,480   C$36,790
                           10/31/09

                     About AbitibiBowater Inc.

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

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

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

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

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


ABITIBIBOWATER INC: Gets Nod to Settle Wrongful Death Suit
----------------------------------------------------------
AbitibiBowater Inc. and its units obtained approval from the U.S.
Bankruptcy Court of a settlement agreement they negotiated in
relation to a complaint filed by Tiffany Lloyd, Latoya Lloyd,
Crystal Lloyd, Mark Lloyd, Brittney Lloyd, Courtney Lloyd, Cameron
Lloyd, Jake Wells, Sr., and Mark O'Hara against them and Jeffrey
Trammell in the Circuit Court of St. Charles County in Missouri.

The Lloyd Complaint, currently ongoing, alleges causes of action
for wrongful death, negligence per se, and negligent supervision
hiring related to a November 2007 traffic accident. The Complaint
specifically alleges that Mr. Trammell, acting as an employee of
the Debtors, lost control of his vehicle in the County of St.
Charles, Missouri, and collided with Regina Lloyd's vehicle,
causing Ms. Lloyd to suffer injuries ultimately resulting in her
death, Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, relates.

Following extensive negotiations, the Debtors and the Claimants
agreed to settle any and all claims related to the Missouri
Action, and to establish the terms and a schedule for payment of
the agreed settlement amount.  The Settlement Agreement, which
was reached in accordance with Rule 9019 of the Federal Rules of
Bankruptcy Procedure, specifically provides that:

  (a) The Missouri Action will be settled for the sum of $6.5
      million, the entirety of which will be paid and satisfied
      from the proceeds of applicable insurance of the Debtors;
      and

  (b) In the event any judgment is obtained in the Missouri
      Action, including judgment for punitive, compensatory, or
      other damages of any kind, the Claimants will only enforce
      the judgment as to the $6.5 million settlement.

Under the Settlement Agreement, in no event will the Claimants
recover from the Debtors amounts in excess of $6.5 million.
Hence, limiting the Debtors' liability to an amount claimable
under the applicable insurance policies, causing the Debtors'
out-of-pocket expense to be likely minimal, Mr. Greecher points
out.

                     About AbitibiBowater Inc.

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

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

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

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

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


ABITIBIBOWATER INC: Has Approval for Deloitte as Fin'l Advisor
--------------------------------------------------------------
AbitibiBowater Inc. and its units received permission from the
U.S. Bankruptcy Court to employ Deloitte Financial Advisory
Services LLP as their financial advisor nunc pro tunc to
November 9, 2009.

The Debtors have selected Deloitte FAS because of the firm's
extensive experience and knowledge in the area of fresh-start
accounting.  The firm and more than 1,000 of its professionals
have assisted companies in a variety of complex business issues,
including restructuring and reorganizations, Sean T. Greecher,
Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington,
Delaware, relates.

Pursuant to an Engagement Letter entered into by the parties,
Deloitte FAS agrees to provide the Debtors with these Fresh-Start
Accounting services, including planning for, determination of and
substantiation of the Fresh Start Balance Sheet, which
specifically include:

  (a) assisting the Debtors' management in their development of
      an implementation approach for Fresh Start Accounting,
      starting with any necessary training support and
      culminating in a strategy and work plan for the project;

  (b) advising and providing recommendations to the Debtors'
      management in connection with the determination of a plan
      of reorganization adjustments necessary to record the
      impact of the POR to the books of entry of the appropriate
      legal entities, through Deloitte FAS will:

        -- work with accounting, legal and tax advisors to
           advise the Debtors' management as it determines the
           appropriate recoveries to claimants for allowed
           claims and the allocation of resulting gains on
           extinguishment or other earnings impacts to separate
           legal entities within AbitibiBowater's corporate
           structure;

        -- review the POR to identify and advise the Debtors'
           management and provide recommendations on necessary
           accounting adjustments resulting from POR provisions;
           and

        -- advise the Debtors' management in connection with its
           estimation of recoveries to claimants for accrual
           accounting purposes, including comparisons with the
           Debtors' claims database to estimate liabilities
           related to contingent, unliquidated and disputed
           claims; and

  (c) assisting the Debtors' management in its determination of
      revaluation and other fresh start adjustments necessary to
      comply with the accounting and reporting requirements, in
      coordination with bankruptcy,  accounting, tax and
      valuation specialists, through advising the Debtors'
      management as it records and substantiates adjustments
      necessary to determine the Debtors' opening fresh start
      balance sheet, as applicable.

Deloitte FAS will also render Valuation Services to the Debtors.
Specifically, the firm will:

  (a) develop an estimate of the fair value of the business
      enterprise of the Debtors' reporting units as of the
      reporting date, including, but not limited to Newsprint,
      Specialty Papers, Coated Papers, Market Pulp, Wood
      Products and Corporate; and

  (b) as required for purposes of the analysis, develop an
      estimate of the fair value of the business enterprise at
      the plant level, and perform a reconciliation of the
      aggregate value of the Reporting Units to the overall
      enterprise value of AbitibiBowater;

  (c) develop an estimate of the fair value of consolidated
      joint ventures with minority interest liability, primarily
      including, but not limited to these joint ventures:

       -- ACH Limited Partnership
       -- Manicouagan Power Company
       -- Augusta Newsprint Company
       -- Calhoun Newsprint Company
       -- Bowater Mersey Paper Company Ltd.
       -- Donahue Malbaie Inc.
       -- Products Forestiers Mauricie

      The Debtors and Deloitte FAS agree that (i) the services
      will not include a valuation of the joint venture between
      the Debtors and Louisiana-Pacific Corporation, (ii) the
      results of Deloitte FAS's valuation services will not be
      pushed down or otherwise recorded or reflected in the
      financial statements of Louisiana-Pacific.

  (d) develop an estimate of the fair value of certain
      unconsolidated equity investments, potentially including,
      but not limited to:

       -- Ponderay Newsprint Company
       -- Exploits River Hydro Partnership
       -- Star Lake Hydro Partnership,
       -- Bois d'ingenierie (Larouche)
       -- Societe en Commandite Scierie Opitciwan

  (e) develop an estimate of the fair value and estimated useful
      lives of certain assets and liabilities as of the fresh
      start reporting date or the valuation date for each of the
      Reporting Units.  The intangible assets to be considered
      include, but may not be limited to, water rights, cutting
      rights, customer relationships, material contracts, power
      purchase agreements, cogeneration contracts, and other
      assets or liabilities that Deloitte FAS and the Debtors'
      management will mutually agree to include.  Deloitte FAS
      will rely on the Debtors' management to identify and
      confirm its conclusions regarding the specification of the
      assets.

Deloitte FAS will also provide the Debtors with advice and
assistance in relation to Accounting and Financial Reporting,
including:

  (a) assistance with post-emergence accounting, reporting,
      valuation or process and systems implications of POR and
      fresh start reporting;

  (b) advise the Debtors' management as it prepares accounting
      information and disclosures in support of public and
      private filings or audited or unaudited financial
      statements;

  (c) assist the Debtors' management with other valuation
      matters as necessary for financial diclosures;

  (d) advise the Debtors' management as it evaluates existing
      internal controls and develops new controls for Fresh
      Start Accounting implementation;

  (e) assist the Debtors' management with its responses to
      questions or other requests from the Debtors' external
      auditors regarding bankruptcy accounting, valuation and
      reporting matters.

In relation to application support services, Deloitte FAS will
assist the Debtors' management in its preparation and
implementation of the accounting treatments and systems updates
required for Fresh-Start Accounting implementation as of the
fresh-start reporting date.

The firm will also advise the Debtors' management regarding high
level requirements and consultation on best practices with
respect to (i) stub-year general ledger cut-off as of the fresh-
start reporting date, (ii) push-down of new asset values to fixed
asset subsystems, and (iii) purging of pre-petition accounts
payable subsystem data.  Upon request, Application Support may
also include hands on assistance with these items as required:

  -- Definition of specific processing requirements;
  -- Programming specifications;
  -- Application configuration and set-up;
  -- Interface development; and
  -- Data cleansing and reconciliation.

The Debtors propose to pay for Deloitte FAS' services pursuant to
a fee structure in accordance with these hourly fees, excluding
Valuation Services:

      Professional                   Hourly Rate
      ------------                   -----------
      Partner/Principal/Director        $560
      Senior Manager                    $450
      Manager                           $375
      Senior Associate                  $275
      Associate                         $170

With respect to Valuation Services, the hourly rates for Deloitte
FAS professionals are:

      Professional                   Hourly Rate
      ------------                   -----------
      Partner/Principal/Director        $375
      Senior Manager                    $325
      Manager                           $280
      Senior Associate                  $215
      Associate                         $170

The Debtors will also reimburse Deloitte FAS for its actual and
necessary out-of-pocket expenses.

Mark Pighini, a principal member at Deloitte FAS, assured the
Court that his firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

                     About AbitibiBowater Inc.

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

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

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

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

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


ACCURIDE CORP: Court Wants More Disclosure From Bondholders
-----------------------------------------------------------
Daily Bankruptcy Review reports the U.S. Bankruptcy Court for the
District of Delaware has ordered a group representing Accuride
Corp.'s bondholders to reveal its members, how much debt they each
hold and what they paid for it.

As reported by the Troubled Company Reporter on December 28, 2009,
the Bankruptcy Court approved Accuride's disclosure statement,
allowing the Company to put its Chapter 11 plan of reorganization
o creditors for a vote.  Ballots are due January 29.

The Disclosure Statement was approved after Accuride agreed to
include mention of the Official Committee of Equity Holders'
opposition to the Plan.  The Equity Committee does not support
confirmation of the Plan because it believes, among other things,
that the Debtors have undervalued the Debtors and are depriving
current equity holders of value.

The Plan offers to return 100 cents on the dollar to unsecured
creditors and gives 98% of the new stock to holders of subordinate
notes.  Only impaired creditors -- general unsecured claimants are
not impaired -- are voting on the Plan.

Additional terms of the Plan are:

   -- Accuride will amend its existing secured credit agreement to
      modify certain financial covenants and extend its maturity
      through June 30, 2013.  Recovery would be 100%.

   -- Accuride's $291.22 million of subordinated notes will be
      converted into 98,000,000 shares of new stock (98% of the
      stock) of reorganized Accuride.  Recovery would be 42.9%

   -- Unsecured trade creditors will be unimpaired and will be
      paid in full.  Recovery would be 100%.

   -- Holders of preferred equity interests will be paid with a
      $100 liquidation preference in cash.  Recovery would be
      100%.

   -- Accuride's common stock will be cancelled and, if the equity
      holders of equity interests vote to accept the Plan, they
      will receive 2,000,0900 shares (2% of the stock) and
      warrants to purchase an  additional 22,058,824 shares.

   -- The Reorganized Debtors and Accuride Canada Inc., will enter
      into a restructured credit facility in an amount equal to
      $308.2 million.

   -- The reorganized Accuride will complete a $140 million rights
      offering of new senior unsecured convertible notes to
      current noteholders.

Accuride will present the Plan for confirmation on February 10,
2010 at 10 a.m. prevailing Eastern Time.  Objections are due
January 29.

A copy of the Third Amended Plan is available at no charge at:

            http://bankrupt.com/misc/Accuride_3rd_Plan.pdf

A copy of the Third Amended Disclosure Statement is available at
no charge at:

             http://bankrupt.com/misc/Accuride_3rd_DS.pdf

                         About Accuride Corp.

Accuride Corp. and its affiliates are among the largest and most
diversified manufacturers and suppliers of commercial vehicle
components in North America.  The Company's products include
wheels, wheel-end components and assemblies, truck body and
chassis parts, seating assemblies and other commercial vehicle
components marketed under several well-recognized brands in the
industry, including Accuride, Gunite, Imperial, Bostrom, Fabco,
Brillion and Highway Original.

According to filings by Accuride, the Company is seeking to
restructure in excess of $675 million in debt through its
bankruptcy proceeding.  The bankruptcy cases are pending in the
United States Bankruptcy Court for the District of Delaware.

Jeffrey M. Reisner and Tavi C. Flanagan, Esq., at Irell & Manella
LLP's Newport Beach-based bankruptcy practice, will serve as lead
counsel to the Official Committee of Unsecured Creditors in the
affiliated debtors' bankruptcy cases.  Mr. Reisner chairs the
firm's bankruptcy practice.  Kurt Gwynne, Esq., at Reed Smith LLP,
serves as Delaware counsel and Joel Dryer of Morris Anderson &
Associates will serve as financial advisors to the Official
Committee of Unsecured Creditors.

The Chapter 11 filing includes Accuride Corp. and a number of
subsidiaries and affiliates, including Accuride Cuyahoga Falls,
Inc., Accuride Distributing, LLC, Accuride EMI, LLC, Accuride Erie
L.P., Accuride Henderson Limited Liability Company, AKW General
Partner L.L.C., AOT Inc., Bostrom Holdings, Inc., Bostrom Seating,
Inc., Bostrom Specialty Seating, Inc., Brillion Iron Works, Inc.,
Erie Land Holding, Inc., Fabco Automotive Corporation, Gunite
Corporation, Imperial Group Holding Corp. -1, Imperial Group
Holding Corp. -2, Imperial Group, L.P., JAII Management Company,
Transportation Technologies Industries, Inc., and Truck Components
Inc.


ALABAMA & DUNLAVY: Chapter 11 Reorganization Case Dismissed
-----------------------------------------------------------
The Hon. Wesley W. Steen of the U.S. Bankruptcy Court Southern
District of Texas approved the dismissal of the Chapter 11 case of
Alabama & Dunlavy Ltd.

In November 2009, WEDGE Real Estate Finance, L.L.C., a secured
creditor, asked for the dismissal of the case, citing that the
case was filed in "bad faith."  The filing allegedly was made to
hinder WEDGE from foreclosing on the Debtor's sole asset.  WEDGE
added that it is unlikely that the Debtor will be able to
effectively reorganize.

On December 2, 2009, the U.S. Trustee filed a motion, also seeking
the dismissal of the case, or the conversion to Chapter 7, saying
that the Debtor had not filed the required list of creditors, the
bankruptcy schedules, and the statement of financial affairs.  The
U.S. Trustee alleged other serious deficiencies in prosecution of
the case.

On December 14, the Debtor filed its own motion to dismiss,
alleging that it no longer wishes to proceed with its Chapter 11
petition claims for relief.  Wedge filed a limited objection to
Debtor's motion to dismiss, asking for a dismissal with prejudice
to prevent Debtor from filing another bankruptcy case.

Houston, Texas-based Alabama & Dunlavy Ltd, also known as
Flatstone II Ltd., filed for Chapter 11 on Nov. 3, 2009, (Bankr.
S.D. Tex. Case No. 09-38463).  Justin M. Jackson, Esq., at the
Jackson Law Firm, represents the Debtor in its restructuring
effort.  In its petition, the Debtor listed assets and debts both
ranging from $10,000,001 to $50,000,000.


ALL LAND INVESTMENTS: Amends Schedules of Assets and Liabilities
----------------------------------------------------------------
All Land Investments, LLC, filed with the U.S. Bankruptcy Court
for the District of Delaware, an amended schedules of assets and
liabilities, disclosing:

   Name of Schedule                  Assets           Liabilities
   ----------------                  ------           -----------
A. Real Property                  $20,160,193
B. Personal Property                   $5,193
C. Property Claimed as Exempt
D. Creditors Holding
   Secured Claims                                     $14,125,864
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $25,973
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $8,644,701
                                  -----------        ------------
TOTAL                             $20,165,386         $22,796,538

Newark, Delaware-based All Land Investments, LLC, operates a real
estate business.  The Company filed for Chapter 11 bankruptcy
protection on October 29, 2009 (Bankr. D. Del. Case No. 09-13790).
Gary F. Seitz, Esq., at Rawle & Henderson LLP assists the Company
in its restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


ALLEN CAPITAL: Dallas Logistics Hub Files Voluntary Chapter 11
--------------------------------------------------------------
DLH Master Land Holding, LLC (DLH) and its parent company Allen
Capital Partners, LLC (ACP), developers of the 6,000-acre Dallas
Logistics Hub, announced January 26 they have filed voluntary
Chapter 11 petitions in Dallas to reorganize their debts.  DLH and
ACP said filing for Chapter 11 will permit them to extend debt
maturities, improve their capital structure and further strengthen
the Dallas Logistic Hub's competitive position.  None of The Allen
Group (TAG) organizations or their other entities in Kansas or
California was included in the filings.

DLH and ACP have been working closely with lender and investor
groups on a new capital structure.  The proposed capital structure
is consistent with the Dallas Logistic Hub's long-term operational
and financial strategies.  Chapter 11 will enable continuity of
property management, asset management, construction services and
general partner functions, and will maximize creditor and equity
owner recoveries.  This action will also provide sufficient
operating funds and time to continue actively marketing the
development.  DLH and ACP expect to promptly confirm a plan of
reorganization.

"We have a balance sheet problem, not an operational one.  The
actions we announced today will allow us to resolve that issue,"
said Richard Allen, chief executive officer of DLH and ACP, in a
Jan. 26 statement.  "The support we have already received from our
lenders and our investors, along with the Chapter 11 filings, will
set the foundation for achieving a rational capital structure to
support the Dallas Logistics Hub going forward.  The unprecedented
collapse of the U.S. real estate and capital markets has made it
impossible to continue without restructuring our financial
obligations.  We are confident our restructure plan will enable us
to promptly emerge from this process; maximize value for all of
our stakeholders; and create a stronger operating platform going
forward."

DLH and ACP also announced a debtor-in-possession loan (DIP) from
a group of Allen Family investors to be used to fund post-petition
operating expenses; meet ongoing obligations to employees,
customers and suppliers; and support ongoing marketing efforts
during Chapter 11.

DLH and ACP expect the restructuring process will have no impact
on the day-to-day Dallas Logistics Hub business operations or its
ability to fulfill its ongoing obligations to its employees,
suppliers and tenants.

The voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code were filed in the U.S. Bankruptcy Court for
the Northern District of Texas, Dallas Division.  Additional
information about Chapter 11 restructuring can also be found at
http://www.dallashub.com/

                    About DLH, LLC and ACP, LLC

DLH Master Land Holding, LLC (DLH) and its parent company Allen
Capital Partners, LLC (ACP), based in Dallas, Texas, develop and
manage the Dallas Logistics Hub.  DLH is a 6,000-acre master-
planned development located in the area of Southern Dallas,
Wilmer, Hutchins and Lancaster.  DLH is one of the largest multi-
modal logistics facilities in North America.  This unique
industrial development will include two intermodal facilities;
Union Pacific Railroad's existing Dallas Intermodal Terminal and
the proposed Burlington Northern Santa Fe Intermodal Facility; and
the Lancaster Executive Airport currently under-going major
expansion. DLH is bordered by four major highways; I-20, I-35, I-
45 and planned Loop 9.


ALLEN CAPITAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Allen Capital Partners, LLC
          dba The Allen Group
        11943 El Camino Real, Suite 200
        San Diego, CA 92130

Bankruptcy Case No.: 10-30562

Debtor-affiliate filing separate Chapter 11 petition:

    Entity                                 Case No.
    ------                                 --------
DLH Master Land Holding, LLC               10-30561
  dba The Allen Group

Chapter 11 Petition Date: January 25, 2010

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

Judge: Harlin DeWayne Hale

Debtors' Counsel: Mark MacDonald, Esq.
                  MacDonald + MacDonald, P.C.
                  9938 Ontario
                  Dallas, TX 75220
                  Tel: (214) 922-9050
                  Fax: (214) 351-0640
                  Email: mark@macdonaldlaw.com

Debtors' Financial Advisor: Lain, Faulkner & Co.

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

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

A. Allen Capital Partners' 20 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/txnb10-30562.pdf

Allen Capital Partners, LLC's List of 20 Largest Unsecured
Creditors:

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Bank of America            Loan Guaranties        $49,018,111
5 Park Plaza, Suite 500
Irvine, CA 92614-8525

TierOne Bank               Loan Guaranty          $47,483,353
1235 "N" Street            DLH Master Land
Lincoln, NE 68508          Holding, LLC

BBVA Compass               Loan Guaranties        $26,314,133
8333 Douglas Avenue
Dallas, TX 75225

Regions Bank               Bank Loan              $3,998,647
Commerce Real Estate
Two Union Square,
Suite 300
Chattanooga, TN 37402

Valley Business Bank       Bank Loan              $3,798,440
200 S. Court Street
PO Box 751
Visalia, CA 93279

Southwest Securities       Loan Guaranty          $2,293,111
PO Box 1959                DLH Hutchins
Arlington, TX 76004-1959   Wintergreen 15,
                           LLC

Myron Goff                 Trade Debt             $1,061,945
c/o Cloverleaf Park, Inc.
407 S. I-45
Hutchins, TX 75141

FKM Associates, LLC        Trade Debt             $1,030,665
5400 Rosedale Highway
Bakersfield, CA 93308

ADSC Diamante, LLC         Trade Debt             $691,530
c/o The Allen Group
6005 Hidden Valley Rd.,
Suite 150
Carlsbad, CA 92009

Ronald Weisenberger        Trade Debt             $114,020

McGladrey & Pullen         Trade Debt             $59,745
Certified Public Accountants

Daniells, Philips, Vaughn  Trade Debt             $38,300
& Bock

CoStar Group, Inc.         Trade Debt             $25,860

Allen, Matkins, Leck,      Trade Debt             $19,095
Gamble

Allison Brown Holdings,    Trade Debt             $11,861
Inc.
dba Allison & Partners

Wilson Sonsinie Goodrich   Trade Debt             $8,356
& Rosati

Heidrick & Struggles       Trade Debt             $5,728

Retirement Plan            Trade Debt             $5,391
Consultants

Capital Consulting, LLC    Trade Debt             $4,800

AFCO                       Trade Debt             $3,162

B. DLH MASTER Land Holding's 20 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/txnb10-30561.pdf

DLH MASTER Land Holding, LLC's List of 20 Largest Unsecured
Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Chuck Nichols              Trade Debt             $2,196,712
   dba Sierra Farms
13762 First Avenue
Hanford, CA 93230

James Guadagni             Trade Debt             $1,262,500
13324 Avenue 272
Visalia, CA 93277

Mike Kranyak               Trade Debt             $1,010,000
5400 Rosedale Highway
Bakersfield, CA 93308

Majid Mojibi               Trade Debt             $1,010,000
3129 Standard Street
Bakersfield, CA 93388

Margaret M. Jensen         Trade Debt             $605,000
1396 W. Herndon Ave., #108
Fresno, CA 93711

La Madera Inc.             Trade Debt             $505,000
1396 W. Herndon Ave., #108
Fresno, CA 93711

JRJ Paving, LP             Trade Debt             $502,772
1805 Royal Lane, Suite 107
Dallas, TX 75229

Hunton & Williams          Trade Debt             $122,080

Jackson Walker, LLP        Trade Debt             $122,023

Allen, Matkins, Leck,      Trade Debt             $75,106
Gamble

Daniells, Phillips,        Trade Debt             $58,850
Vaughn & Bock

Kleinfelder Central, Inc.  Trade Debt             $17,234

Vinson & Elkins, LLP       Trade Debt             $16,950

MYCON General Contractors, Trade Debt             $11,171
Inc.
Attn: Damon Norman

CoStar Realty Information  Trade Debt             $10,451
Inc.

Trans Systems Corporation  Trade Debt             $7,966

Allison & Partners         Trade Debt             $6,055

Fortune China Publishing   Trade Debt             $5,496

Marcoa Publishing Dallas,  Trade Debt             $3,645
Inc.

Atmos Energy               Trade Debt             $3,290

The petition was signed by Richard S. Allen.


ALLIED CAPITAL: Prospect Challenges Board's Decision to Scrap Bid
-----------------------------------------------------------------
Prospect Capital Corporation has challenged the decision of the
Board of Directors of Allied Capital Corp. to unanimously reject
an unsolicited non-binding offer from Prospect Capital to acquire
all of the issued and outstanding shares of Allied Capital in a
stock-for-stock merger.

"We were disappointed by your summary rejection of our offer to
acquire Allied at a significant premium to the implied value
offered to Allied's shareholders by Ares Corporation.  The
cavalier manner in which you have dealt with our bona fide offer
is a continuation of your stonewalling over the last nine months
in the face of our numerous expressions of serious interest in
acquiring Allied," Prospect Capital said in a January 20 letter
distributed through Market Wire.

"We believe your contention that our offer does not constitute a
'Superior Proposal' under the Ares merger is both unfounded and
contrary to the interests of Allied's shareholders," the letter
said.

                         Inferior Proposal

Allied Capital's Board on January 19, 2010, unanimously determined
that Prospect Capital's offer does not constitute a "Superior
Proposal," as such term is defined in the Agreement and Plan of
Merger, dated as of October 26, 2009, by and among Allied Capital,
Ares Capital Corporation and ARCC Odyssey Corp.  In a regulatory
filing with the Securities and Exchange Commission, Allied Capital
explained the unsolicited non-binding offer contains a proposed
share exchange ratio of 0.385 Prospect Capital shares for each
Allied Capital share which, based on the closing prices of
Prospect Capital and Ares Capital as of January 19, 2010, without
consideration of other relevant factors, would imply a small
premium to the value of the exchange ratio provided for in the
merger with Ares Capital.

However, Allied Capital's Board of Directors determined that the
transaction contemplated by the unsolicited non-binding offer
presents significant risks relating to, among other things, the
ability for the combined company to maintain dividend payments
post-closing and to access the capital markets on favorable terms
to provide for future growth of the business and certainty of
closing. In addition, the unsolicited non-binding offer is subject
to significant contingencies, including, among other things,
performance of due diligence by Prospect Capital and Allied
Capital and negotiation of binding documentation. Allied Capital's
Board of Directors' unanimous decision to reject the unsolicited
non-binding offer was made after careful consideration thereof in
consultation with Allied Capital's management and external
financial and legal advisors.

Allied Capital's Board unanimously reaffirmed its recommendation
that Allied Capital's stockholders vote in favor of the approval
of the pending merger with Ares Capital and the merger agreement
with Ares Capital for the reasons that it initially approved the
merger with Ares Capital, including, among other things, the
resumption of dividend payments for Allied Capital's stockholders,
the combined company's improved access to the debt capital markets
on more favorable terms, the combined company's improved access to
the equity capital markets, the combined company's increased
liquidity and flexibility to provide for future growth of the
business, the combined company's increased portfolio diversity,
the size and scope of Ares Capital's investment manager and
closing certainty for Allied Capital's stockholders.  Allied
Capital notes that significant progress has been made on the
pending merger with Ares Capital and that Ares Capital and Allied
Capital believe, subject to receipt of stockholder approvals and
certain third party consents, the transaction is on target for a
closing in the first quarter of 2010.  Allied Capital and Ares
Capital hope to be able to distribute the joint proxy statement
and voting instructions to their respective stockholders in the
near future.

                             Misleading

Prospect Capital said Allied Capital's SEC disclosure misleadingly
fails to disclose several material facts that directly refute the
Allied Capital board's stated reasons for rejecting its offer out
of hand.  According to Prospect Capital:

   -- Based on an after-market trading price of $12.93 per share
      of Prospect common stock on January 19, 2010, Prospect's
      offer represents a value of $4.98 per share of Allied common
      stock, which is a 10% premium to the $4.53 value per Allied
      share implied by an exchange ratio of 0.325 of a share of
      Ares common stock in the Ares merger (based on a $13.94
      after-market trading price of Ares common stock price on
      January 19, 2010).

   -- The board asserted without any support that Prospect's offer
      presents "significant risks" relating to the combined
      company's ability to maintain dividend payments.  In fact,
      Ares cut its dividend in 2009 by 17% while Prospect has
      increased its dividend in each of the 21 quarters since its
      2004 initial public offering.  Prospect pays a $0.40875 per
      share dividend, compared to $0.35 per share for Ares.

   -- Based on Prospect's proposed exchange ratio of 0.385 of a
      share of Prospect common stock for each share of Allied
      common stock, Prospect's offer would provide Allied
      shareholders with a dividend of $0.157 per share of Allied
      common stock as compared with a dividend of $0.114 per share
      of Allied common stock under the Ares merger.

   -- Contrary to the board's professed concern that Prospect's
      offer poses "significant risks" concerning future access to
      the capital markets, Prospect believes that based on its
      track record, a Prospect/Allied combination would provide
      Allied shareholders with superior access to debt and equity
      capital markets.  Prospect indicated that it has
      successfully completed 13 equity offerings since 2004,
      including 10 offerings aggregating more than $350 million
      since the inception of the credit dislocation in mid-2007
      and six equity offerings aggregating more than $200 million
      during 2009.  Unlike Ares, Prospect increased both its
      credit facility size and its number of lenders over the last
      year.

   -- Allied's SEC disclosure fails to acknowledge the point made
      in Prospect's offer that Prospect currently has a
      debt/equity ratio of less than 0.1x, which, pro forma for
      the proposed Prospect/Allied combination, would provide
      significant de-leveraging for Allied shareholders. Ares, by
      comparison, has a debt/equity ratio of approximately 0.7x,
      which Prospect believes makes an Ares/Allied combination
      riskier for Allied's shareholders. Further, Prospect enjoys
      investment grade ratings with Standard and Poor's and
      Moody's for Prospect's corporate rating and credit facility
      rating, respectively, which Prospect's believes Allied's
      lenders and shareholders would view positively.

Prospect said it has relied solely on Allied's public documents in
making the offer, which is conditioned on access to due diligence
information.  "To the extent that you can provide us, which your
agreement with Ares allows you to do, with information that
demonstrates that a higher valuation of Allied is justified, we
would be prepared to discuss an increase in the consideration to
be paid in our offer," Prospect said.

                  Ares to Close Deal by End of Q1

Ares Capital has filed a registration statement that includes an
amended preliminary joint proxy statement/prospectus with the SEC.
As described in the joint proxy, each of Ares Capital and Allied
Capital have set a record date of February 2, 2010, and a special
meeting date for Ares Capital and Allied Capital stockholders
meetings of March 26, 2010.  The joint proxy will be mailed to
Ares Capital and Allied Capital stockholders once it is declared
effective by the SEC.

Ares Capital still anticipates the closing of the Allied Capital
acquisition to take place, subject to receipt of stockholder
approvals and certain third party consents, by the end of the
first quarter of 2010.  The closing of the acquisition is subject
to the joint proxy being declared effective by the SEC, receipt of
stockholder approvals, certain Ares Capital and Allied Capital
lender consents and other closing conditions.

                      About Prospect Capital

Prospect Capital Corporation -- http://www.prospectstreet.com/--
is a closed-end investment company that lends to and invests in
private and microcap public businesses.  Prospect's investment
objective is to generate both current income and long-term capital
appreciation through debt and equity investments.

                        About Ares Capital

Ares Capital Corporation -- http://www.arescapitalcorp.com/-- is
a specialty finance company that provides integrated debt and
equity financing solutions to U.S. middle-market companies.  Ares
Capital invests primarily in first- and second-lien loans and
mezzanine debt, which in some cases includes an equity component.
To a lesser extent, Ares Capital also makes equity investments.
Ares Capital is externally managed by Ares Capital Management LLC,
an affiliate of Ares Management LLC, an SEC registered investment
advisor and alternative asset investment management firm with
approximately $33 billion of committed capital under management as
of December 31, 2009.  Ares Capital Corporation is a closed-end,
non-diversified management investment company that has elected to
be regulated as a Business Development Company under the
Investment Company Act of 1940.

                       About Allied Capital

Allied Capital (NYSE: ALD) - http://www.alliedcapital.com/-- is a
business development company that is regulated under the
Investment Company Act of 1940.  Allied Capital has a portfolio of
investments in the debt and equity capital of middle market
businesses nationwide.  Founded in 1958 and operating as a public
company since 1960, Allied Capital has been investing in the U.S.
entrepreneurial economy for 50 years.  Allied Capital has a
diverse portfolio of investments in 88 companies across a variety
of industries.

At September 30, 2009, the Company's consolidated balance sheets
showed $2.840 billion in total assets, $1.639 billion in total
liabilities, and $1.201 bilion in total shareholders' equity.

                       Going Concern Doubt

In its audit report on the Company's financial statements for the
fiscal year ended December 31, 2008, KPMG LLP, the Company's
independent registered public accounting firm, expressed
substantial doubt about the Company's ability to continue as a
going concern.  Prior to the Company's debt restructure, certain
events of default occurred under the Company's bank credit
facility and the Company's private notes.  These events of default
provided the respective lenders the right to declare immediately
due and payable unpaid amounts approximating $1.1 billion at
June 30, 2009.

With the completion of the comprehensive restructuring of the
Company's private notes and bank facility during the third quarter
of 2009, the factors that gave rise to the uncertainty about the
Company's ability to continue as a going concern have been
remediated.

                           *     *     *

As reported by the Troubled Company Reporter on January 26, 2010,
Standard & Poor's Ratings Services kept its 'BB+' long-term
counterparty credit rating and 'BB' senior unsecured debt rating
on Allied Capital Corp. on CreditWatch with positive
implications.  S&P also kept its 'BBB' long-term counterparty
credit rating on Ares Capital Corp. on CreditWatch with negative
implications.


AMERICAN INT'L: TARP Inspector to Probe Payout to Trading Partners
------------------------------------------------------------------
The Wall Street Journal's Michael R. Crittenden and John D.
McKinnon report that Neil Barofsky, the special inspector general
for the $700 billion Troubled Asset Relief Program, is opening a
probe into disclosures made as part of the government's rescue of
American International Group Inc. when the company's trading
partners were paid billions in November 2008.

According to the Journal, Mr. Barofsky plans to tell a U.S. House
panel Wednesday that he is investigating whether there was any
"misconduct relating to the disclosure or lack thereof"
surrounding the deals, in which banks who had traded with AIG got
paid in full on $62 billion in bets on soured mortgage securities.

The Journal also reports Mr. Barofsky said he is reviewing the
Federal Reserve's cooperation with his office.  According to the
Journal, issues raised in recent weeks "call into question whether
the government has been and is being as transparent as possible
with the American people," he said in prepared remarks for a
Wednesday hearing before the House Committee on Oversight and
Government Reform.

The Journal says the probe is likely to ratchet up the heat on the
Federal Reserve, which lately has been under some of the most
intense scrutiny from Congress it has ever faced.  Chairman Ben
Bernanke is the focus of a heated debate in the U.S. Senate over
whether he should be confirmed to serve a second term as head of
the central bank.

According to the Journal, among the issues that have emerged in
recent weeks and months are why the Fed resisted releasing the
names of AIG's trading partners and why it was reluctant to
acknowledge that they received 100 cents on the dollar when they
agreed to tear up their contracts with AIG.

New documents reviewed by Journal further suggest that New York
Fed officials were reluctant to disclose in writing that AIG's
counterparties were being paid off at 100%.

The Journal also relates that in November 2008, a Fed official
urged deleting a reference to the 100% payouts from a request for
proposals being sent to service providers.  The RFP was for the
so-called Maiden Lane III structure, formed to facilitate the New
York Fed's financial assistance to AIG.

                          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.


ANA VERDE: DIP Financing, Cash Collateral Use Get Interim OK
------------------------------------------------------------
Ana Verde LLC sought and obtained interim approval from the U.S.
Bankruptcy Court for the District of Delaware to obtain
postpetition secured financing from New Anaverde LLC and to use
cash collateral.

The DIP lender has committed to provide up to $250,000 upon entry
of the interim order and up to $700,000 upon entry of the final
court order.

The attorneys for the Debtor -- Christopher P. Simon, Esq., and
Kevin S. Mann, Esq., at Cross & Simon, LLC -- explained that the
Debtor needs the money to fund its Chapter 11 case, pay suppliers
and other parties.

The Debtor will grant security interest, liens to New Anaverde to
secure obligations of the Debtor under and with respect to the DIP
Facility (i) a perfected lien upon the Debtor's assets, the ALM
Membership Interest and the Palmdale Membership Interest subject
to the lien of the Cadim Note, Inc. Loan, that is junior in
priority and payment to the lien of the Cadim Loan; (ii) a first
priority, perfected lien upon all of the Debtor's assets that
aren't otherwise encumbered by a validly perfected lien or
security interest and all of the Debtor's right, title and
interest in, to and under all proceeds of avoidance actions and
any rights Section 506(c) of the U.S. Bankruptcy Code; and (iii)
an allowed superpriority administrative expense claim having
priority over any or all administrative expenses.

The DIP facility will mature on May 1, 2010.  The DIP facility
will incur interest at 17% per annum, compounded monthly, but not
more than the maximum rate permitted under applicable law and will
be capitalized and added to the principal of the loan.  In the
event of default, the principal of the loan and any overdue
interest or other amount will bear interest at a rate of 19%,
which will be capitalized and added to the principal of the loan
during the period prior to the time Cadim has received an
aggregate amount in respect of the Cadim loan.

Anaverde Land Management, LLC, and Palmdale Land Investors,
comprising the sole members of the Debtor, have agreed to provide
the collateral to secure the loans under the DIP Credit Agreement.

Messrs. Simon and Mann said that the Debtors will also use the
cash collateral to provide additional liquidity.

The Los Angeles County Treasurer and Tax Collector has filed an
objection to the Debtor's request to obtain DIP financing,
claiming that the Debtor has improperly classified LACCTTC's tax
claim as an unsecured claim.  The Debtor owes LACTTC property
taxes in the amount of $389,669.53 (the Tax Claim) and $154.76
(the Unsecured Tax Claim).  According to LACTTC, the Debtor didn't
properly address the Tax Claim in its DIP Motion.

The Court has set the final hearing for February 5, 2010, at
2:00 p.m. on the Debtor's request for DIP financing and cash
collateral.

LACTTC is represented by Elliott Greenleaf and Steckbauer Weinhart
Jaffe, LLP.

                        About Anaverde LLC

San Francisco, California-based Anaverde LLC filed for Chapter 11
bankruptcy protection on January 15, 2010 (Bankr. D. Delaware 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: Files Liquidation Plan & Disclosure Statement
-----------------------------------------------------------
Anaverde LLC has filed a plan of liquidation and disclosure
statement with the U.S. Bankruptcy Court for the District of
Delaware.

The Debtor doesn't anticipate that there will be any priority tax
and administrative claims.  The total amount of priority tax and
administrative claims is estimated to be $0 as they are to be paid
in the ordinary course of business.

Cadim, the holder of the Class A1 Secured Claims, would accept
(i) $10,125,000 of the cash proceeds from the sale transaction
plus an amount equal to 12% per annum, compounded annually, on
$10,125,000 from December 24, 2009, until the $10,125,000 is
disbursed up to a maximum of $948,699; (ii) any outstanding
unreimbursed reasonable fees and expenses of Cadim's counsel in
pursuing the Plan, but in no event more than $383,000; and (iii)
25% of the cash profits from sales of land included in the project
which (1) are received by New Anaverde during the two-year period
immediately following consummation of the Plan, and (2) exceed the
sum of (a) $26,700,000, (b) an amount equal to 12% per annum,
compounded annually, on $10,125,000 from December 24, 2009, to the
time the $10,125,000 payment to Cadim is made, (c) any other
amounts paid to Cadim pursuant to the Plan, (d) any other amounts
paid by New Anaverde in connection with the bankruptcy case,
whether through the Plan, the DIP Financing or otherwise, and (e)
any other out-of-pocket cost paid or investments made bya Anaverde
or New Anaverde after November 30, 2009, which are related to the
project.

The Debtor will pay Class - 2 DIP Credit Facility Claims in cash
on the effective date.

The Debtor doesn't anticipate that there will be any Class 3 -
Other Secured and Class 4 - Priority Claims.  Each holder of an
allowed priority claim will be treated as an allowed Class 5
General Unsecured Claims and be allowed to receive a pro rata
share of the amount remaining of the $650,000 of the cash proceeds
of the sale after the members of the convenience class have been
paid and that is still available for general unsecured creditors.

Holders of Class 5 - General Unsecured Claims will receive a Pro
Rata share of the amount remaining of the $350,000 of the cash
proceeds of the sale transaction after the members of the
convenience class have been paid, which, if the Plan is confirmed,
Cadim would give to the unsecured creditors from distributions
otherwise owed to Cadim on account of its secured claim.

Holders of Class 6 - Convenience Class Claims will receive cash
equal to 50% of their claims.  Member of the Convenience Class
will be paid from the $350,000 cash proceeds of the sale
transaction, which Cadim would otherwise have been entitled to
receive on account of its secured claim, but Cadim would, if the
Plan is confirmed, to give to the unsecured creditors and will be
paid prior to distributing the Pro Rata shares due to the general
unsecured creditors.

It is estimated that holders of Class 7 - Subordinated Claims,
Class 8 - Intercompany Claims, and Class 9 - Equity Interest
Claims won't receive or retain any property or interest.

Under a sale agreement, the Buyer of the Debtor's assets will pay,
among sale transaction proceeds of an amount equal to at a
minimum, but not limited to $10,475,000 million plus an amount
equal to 12% per annum, compounded annually, on $10,125,000 from
December 24, 2009, until the $10,125,000 is disbursed up to a
maximum of $948,699 plus any outstanding unreimbursed reasonable
fees and expenses of Cadim's counsel in pursuing the Plan, but in
no event more than $383,000, in return for all or substantially
all of the assets of the Debtor as a going concern.  It is
anticipated that the sale transaction proceeds received as a
result of the sale transaction will be used to satisfy the allowed
secured claims of Cadim and DIP Credit Facility Claims.  Any
remaining sale transaction proceeds will be distributed to allowed
general unsecured claims.

The sale agreement may also provide for the assumption of certain
liabilities and/or the assumption and assignment of certain leases
and contracts subject to the ability to satisfy the requirements
of the Bankruptcy Code.

Any remaining property of the estate will vest in the post
effective date debtor.  After the effective date, the plan agent
will administer the Plan.

Each existing member of the Board of Directors of the Debtor will
resign or be deemed to have resigned and the plan agent will be
deemed sole shareholder, officer and director of the post
effective date debtor.

                          Plan Objections

The Los Angeles County Treasurer and Tax Collector has filed an
objection to the Plan and the disclosure statement accompanying
the Plan, claiming that the Debtor has improperly classified
LACCTTC's tax claim as an unsecured claim.  The Debtor owes LACTTC
property taxes in the amount of $389,669.53 (the Tax Claim) and
$154.76 (the Unsecured Tax Claim).  According to LACTTC, the
Debtor didn't properly address the Tax Claim in its disclosure
statement, nor make provision for the payment of the tax claim in
the Plan.

LACTTC is represented by Elliott Greenleaf and Steckbauer Weinhart
Jaffe, LLP.

                             About Anaverde

San Francisco, California-based Anaverde LLC filed for Chapter 11
bankruptcy protection on January 15, 2010 (Bankr. D. Delaware 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.


ANGIOTECH PHARMACEUTICALS: Franklin Resources Reports 4.1% Stake
----------------------------------------------------------------
Franklin Resources, Inc.; Charles B. Johnson; and Rupert H.
Johnson, Jr., disclosed that they beneficially own 3,453,577
shares or roughly 4.1% of the Common Shares, Without Par Value, of
Angiotech Pharmaceuticals, Inc., as of December 31, 2009.

Angiotech Pharmaceuticals, Inc. (NASDAQ: ANPI, TSX: ANP)
-- http://www.angiotech.com/-- is a global specialty
pharmaceutical and medical device company.  Angiotech discovers,
develops and markets innovative treatment solutions for diseases
or complications associated with medical device implants, surgical
interventions and acute injury.

As of September 30, 2009, the Company's consolidated balance
sheets showed $377.1 million in total assets and $680.4 million in
total liabilities, resulting in a 303.3 million shareholders'
deficit.

                            Liquidity

As of September 30, 2009, cash and short-term investments were
$53.8 million and net debt was $521.2 million, as compared with
cash and short-term investments of $39.8 million and net debt of
$535.2 million as of December 31, 2008.

During the three months ended September 30, 2009, operating
activities provided $3.0 million, and the Company used
$1.9 million to fund investing activities and $216,000 for
financing activities.  For the nine months ended September 30,
2009, operating activities provided $22.8 million, and the Company
used $7.0 million to fund investing activities and $3.2 million
for financing activities.  Cash resources are used to support
clinical studies, research and development initiatives, sales and
marketing initiatives, working capital requirements, debt
servicing requirements and for general corporate costs.  Cash
resources may also be used to fund acquisitions of, or investments
in, businesses, products or technologies that expand, complement
or are otherwise related to the Company's business.

                           *     *     *

As reported in the Troubled Company Reporter on October 9, 2009,
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Vancouver-based Angiotech
Pharmaceuticals Inc. by two notches to 'CCC' from 'CC'.  The
outlook is negative.

At the same time, S&P raised its rating on the company's
$325 million senior unsecured notes two notches to 'CCC' (the
same as the corporate credit rating on Angiotech) from 'CC'.  The
recovery rating on the unsecured notes is unchanged at '4',
indicating S&P's expectation of average (30%-50%) recovery in a
default scenario.  Furthermore, S&P raised its rating on the
company's $250 million senior subordinated notes to 'CC' (two
notches below the corporate credit rating) from 'C'.  The recovery
rating on the subordinated notes is unchanged at '6', indicating
S&P's expectation of negligible (0%-10%) recovery in a default
scenario.

Finally, S&P removed all the ratings from CreditWatch with
positive implications, where they were placed June 25, 2009.


APPLETON PAPERS: Moody's Affirms Corporate Family Rating at 'B2'
----------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
and B2 probability of default rating of Appleton Papers, Inc.,
raised the company's speculative grade liquidity rating to SGL-3
from SGL-4, and changed its outlook to stable from negative.  At
the same time, Moody's assigned a B1 rating to Appleton's proposed
$300 million senior secured first lien note issue, proceeds of
which are expected to be used to retire all outstanding borrowings
under its $145 million revolver and $225 million term loan.  The
ratings on Appleton's existing bank credit facility will be
withdrawn upon the close of the transaction.

Appleton's B2 corporate family rating reflects high adjusted
leverage; weak cash flow generation; continued declines in the
carbonless paper segment; and the lower margins associated with a
migration away from the carbonless paper segment.  The ratings
also consider Moody's expectation for a stable pricing
environment; higher sales of thermal papers as a result of ongoing
capacity expansions at the company's West Carrollton, Ohio mill;
and the company's strong market position within both the
carbonless and thermal paper segments.

The SGL rating looks ahead 12-18 months and considers internal
sources of liquidity (cash on hand plus free cash flow
generation), external sources of liquidity, covenant compliance,
and alternate sources of liquidity.  Appleton's SGL-3 rating
represents adequate liquidity.  The company's weak free cash flow
generation and limited revolver availability are offset by the
lack of restrictive maintenance covenants going forward.  The SGL
rating could come under pressure if Appleton were to begin
generating sharply negative free cash flow.

The outlook revision to stable from negative recognizes that the
proposed transaction should allow Appleton the financial
flexibility to navigate through a slow recovery without pressure
of covenant compliance or looming debt maturities.

These ratings were affected:

* Corporate family rating, affirmed at B2;

* Probability of default rating, affirmed at B2;

* Speculative grade liquidity rating raised to SGL-3 from SGL-4;

* Proposed $300 million senior secured first lien notes, B1 (LGD3,
  34%) assigned;

* Senior secured notes, changed to B3 (LGD4, 69%) from B3 (LGD4,
  68%);

* Senior unsecured notes, changed to Caa1 (LGD5, 85%) from Caa1
  (LGD5, 86%);

* Senior subordinated notes, affirmed at Caa1 (LGD6, 94%);

* Outlook revised to stable from negative.

The last rating action on Appleton occurred on September 28, 2009,
when Moody's affirmed the company's corporate family rating of B2
and changed its probability of default rating to B2/LD from Caa3.

Appleton Papers Inc., headquartered in Appleton, Wisconsin,
develops and manufactures specialty coated paper products,
including carbonless paper, thermal paper, and other specialty
papers.  It also develops and manufactures flexible packaging
products.


APPLETON PAPERS: S&P Assigns 'B+' Rating on $300 Mil. Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned Appleton, Wisconsin-
based Appleton Papers Inc.'s proposed $300 million first lien
notes due 2015 its issue-level rating of 'B+' (one notch above
S&P's 'B' corporate credit rating on the company).  S&P assigned a
'2' recovery rating to this debt, indicating its expectation of
substantial (70% to 90%) recovery in the event of a payment
default.  At the same time, S&P affirmed all its ratings on the
company, including the 'B' corporate credit rating.  The rating
outlook is stable.

The Appleton, Wis.-based company intends to use proceeds from the
proposed notes to repay outstanding amounts under its existing
revolving credit and term loan facilities.  In addition, it is
expected that the company will replace its current $145 million
revolving credit facility due 2012 with a new $100 million asset-
based lending facility due in 2015, which S&P does not expect to
rate.  S&P will withdraw its issue-level and recovery ratings on
the existing credit facilities following the successful completion
of the proposed transactions.

The stable rating outlook reflects S&P's expectations that the
credit measures will improve over the next few quarter because of
higher sales volumes as the U.S. economy recovers.  S&P forecasts
operating margins of around 11% and debt to EBITDA in the mid- to
high-5x area over the next several quarters, which S&P thinks is
in line with the 'B' rating given its weak business risk profile.
In addition, S&P thinks that the company's financial flexibility
will improve if the proposed financing transactions are
successfully completed, through the extension of its debt
maturities and elimination of maintenance financial covenants.

S&P could lower the ratings if market conditions deteriorate
because of a tepid recovery in the U.S. economy, or if input costs
rise without corresponding sales price increases, which S&P thinks
will likely prevent the sequential improvement in credit measures
over the next few quarters.  Specifically, a negative rating
action could occur if S&P think that debt to EBITDA will exceed 6x
during the intermediate term.

Rating upside potential could occur if end-market demand improves
considerably, resulting in higher sales volumes without any
significant run-up in input costs or decline in selling prices.
Then, in S&P's estimates, the company would generate EBITDA growth
in the 15%-20% range and better-than-expected free cash flow,
which S&P expects it would use for debt reduction.  Specifically,
S&P would consider a positive rating action if debt leverage were
to improve and be maintained below 5x on a sustained basis.


ARIZONA EQUIPMENT: Files First Amended Disclosure Statement
-----------------------------------------------------------
Arizona Equipment Rental I, LLC, filed with the U.S. Bankruptcy
Court for the District of Texas an amended disclosure statement in
support of its proposed plan of reorganization.

The Hon. Eileen W. Hollowell, after reviewing the original
Disclosure Statement, concluded that the document does not comply
with the guidelines set forth in In re A.C. Williams Co., 25 B.R.
173, 176 (Bankr. N.D. Ohio 1982.)

The Court will review the red-lined copy of the Amended Disclosure
Statement and, if the changes are deemed adequate, the Court will
notify counsel for the Debtor to submit an order approving the
Amended Disclosure Statement and setting the matter for
confirmation.

Tucson, Arizona-based Arizona Equipment Rental I, LLC, was founded
by Lance Evic and Jeffrey Bleecker in 2004 as a Volvo Rents
franchise construction equipment rental company serving Arizona.
AER is headquartered in Tucson, Arizona, and currently employs
approximately 30 employees.

The business however has been hit by the slow down in the
construction and mining industy.  The Company filed for Chapter 11
bankruptcy protection on October 30, 2009 (Bankr. D. Ariz. Case
No. 09-27946).  The Company listed $10,000,001 to $50,000,000 in
assets and $10,000,001 to $50,000,000 in liabilities.


ASSOCIATED BANC-CORP: Capital Actions Help Stabilize Fitch Ratings
------------------------------------------------------------------
Fitch Ratings has reviewed recent actions taken by Associated
Banc-Corp (rated 'BB+/B' with a Negative Rating Outlook by Fitch),
holding company of Associated Bank, National Association (rated
'BBB-/F3, Rating Outlook Negative by Fitch).  Fitch is encouraged
by steps taken by senior management to bolster capital and the
loan loss reserve.  ASBC has also conducted a credit review of its
loan book which Fitch believes has resulted in more timely
recognition of credit losses and problem assets in the current
credit environment.

ASBC issued $500 million in common stock in January 2010 and cut
its quarterly common dividend to one cent per share.  The
reduction in the dividend represents annual savings of
$20.5 million.  Depending on future levels of liquid assets
maintained at the holding company, Fitch views the capital actions
as helping stabilize the holding company's ratings in particular
given the bank's higher capital requirements imposed by regulators
and high credit costs and $200 million in holding company
subordinated debt maturing in August 2011.

The company's $173 million net loss for the fourth quarter of 2009
(prior to preferred dividends) reflected $395 million in provision
expense.  Net charge-offs were $234 million (6.35% of average
loans) and the loan loss reserve increased to 4.06% of loans.
ASBC's credit losses and nonperforming loans increased in the
commercial real estate and construction loan categories in
particular.  Fitch does expect credit costs and problem asset
levels to remain elevated in the near term and will continue to
assess the extent to which elevated credit costs erode current
capital levels.  Fitch's internal stress testing of ASBC's
commercial real estate loan book with the addition of the recently
issued common equity results in a tangible common equity to
tangible assets ratio that is fairly consistent with the current
ratings.


B&G FOODS: Unveils Initial Results of Tender Offer
--------------------------------------------------
B&G Foods, Inc., has received and accepted for purchase
approximately $238.9 million aggregate principal amount of its
outstanding 8% senior notes due 2011 (CUSIP No. 05508R AC 0) and
approximately $44.7 million aggregate principal amount of its
outstanding 12% senior subordinated notes due 2016 (CUSIP No.
05508R AB 2) validly tendered by 5:00 p.m., New York City time, on
January 22, 2010, which was the deadline for holders to submit
tenders in order to receive the consent payments in connection
with the tender offers.  B&G Foods has received consents from
holders of approximately 99.5% of the Senior Notes and
approximately 64.3% of the Senior Subordinated Notes as of the
consent payment deadline.

The consents are sufficient to effect the proposed amendments to
the indenture governing the Senior Notes and the indenture
governing the Senior Subordinated Notes as set forth in B&G Foods'
Offer to Purchase and Consent Solicitation Statement dated
January 8, 2010, and the related Letter of Transmittal and
Consent, pursuant to which the tender offers and the consent
solicitations are being made.  The proposed amendments eliminate
substantially all of the restrictive covenants and certain default
provisions contained in each indenture.  B&G Foods has executed a
supplemental indenture for each series of notes effecting the
proposed amendments to the indentures.  The supplemental
indentures are binding on the holders of notes not purchased in
the tender offers.

B&G Foods also announced that it is revising the terms of its
tender offers such that holders who tender their notes after the
date hereof and prior to the expiration of the tender offer at
11:59 p.m., New York City time, on February 5, 2010 (unless
extended or earlier terminated by the Company) will receive a
tender offer consideration of $1,020 for every $1,000 principal
amount of Senior Notes tendered, and a tender offer consideration
of $3.303544 for every $3.116551 principal amount of Senior
Subordinated Notes tendered, plus, in each case, accrued and
unpaid interest to, but excluding, the tender offer payment date.
As set forth in the Tender Offer Documents, Senior Notes and
Senior Subordinated Notes validly tendered may no longer be
withdrawn.

B&G Foods is simultaneously announcing that it is irrevocably
calling for redemption on February 25, 2010, all Senior Notes and
Senior Subordinated Notes that remain outstanding after the
expiration of the tender offer, at the redemption price of $1,020
for every $1,000 principal amount of Senior Notes redeemed and at
the redemption price of $3.303544 for every $3.116551 principal
amount of Senior Subordinated Notes redeemed, plus, in each case,
accrued and unpaid interest to, but excluding the redemption date.
Notices of Redemption are being mailed by The Bank of New York
Mellon, the trustee for each series of notes, to the registered
holder of such notes.  Copies of the Notices of Redemption and
additional information relating to the procedure for redemption
may be obtained by contacting The Bank of New York Mellon at
1.800.254.2826.

Credit Suisse Securities (USA) LLC is acting as Dealer Manager and
Solicitation Agent for the tender offers and consent
solicitations.  Questions regarding the tender offers or consent
solicitations may be directed to Credit Suisse at (212) 325-5912
(collect) or (800) 820-1653 (toll-free).  Requests for copies of
the Tender Offer Documents may be directed to D. F. King & Co.,
Inc. at (212) 269-5550 (collect) or (800) 859-8511 (toll-free).
Beneficial owners also may contact their broker, dealer,
commercial bank, trust company or other nominee for assistance
concerning the tender offers and the consent solicitation.

                      About B&G Foods, Inc.

B&G Foods, Inc. -- http://www.bgfoods.com/-- manufactures, sells
and distributes a diverse portfolio of shelf-stable food products
across the United States, Canada and Puerto Rico. The Company's
products include hot cereals, fruit spreads, canned meats and
beans, spices, seasonings, marinades, hot sauces, wine vinegar,
maple syrup, molasses, salad dressings, Mexican-style sauces, taco
shells and kits, salsas, pickles, peppers and other specialty food
products. It distributes these products throughout the United
States via a nationwide network of independent brokers and
distributors to supermarket chains, food service outlets, mass
merchants, warehouse clubs, non-food outlets and specialty food
distributors.

                           *     *     *

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

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


BH S&B HOLDINGS: Guippone Deadline for Claims Moved to March 27
---------------------------------------------------------------
BH S&B Holdings LLC and its debtor-affiliates entered into a
stipulation and sixth agreed order with Michael Guippone,
extending the bar date for any claims related to an adversary
proceeding between the two of them until March 27, 2010.

BH S&B Holdings LLC filed for bankruptcy protection together with
seven other affiliates on November 19, 2008 (Bankr. S.D.N.Y. Lead
Case No. 08-14604).  The seven debtor-affiliates are BH S&B
Distribution LLC, BH S&B Lico LLC, BH S&B Retail LLC, BHY S&B
Intermediate Holdco LLC, Cubicle Licensing LLC, Fashion Plate
Licensing LLC, and Heritage Licensing LLC.

BH S&B was formed by investment firms Bay Harbour Management and
York Capital Management in August 2008 to acquire the business
operations and assets of bankrupt retailer Steve & Barry's for
$163 million in August 2008.  Steve & Barry's had 240 locations
when it was bought and the new owners had planned to cut that down
to 173 stores.  Due to disappointing sales, Steve & Barry's
returned to bankruptcy in November 2008.

BH S&B and its affiliates' Chapter 11 cases are presided over by
the Honorable Martin Glenn.  Joel H. Levitin, Esq., and Richard A.
Stieglitz, Jr., Esq., at Cahill Gordon & Reindel LLP, in New York,
serve as bankruptcy counsel to BH S&B and its affiliates.  RAS
Management Advisors LLC acts as restructuring advisors, and
Kurtzman Carson Consultants LLC as claims and notice agent.


BIG WEST: Moody's Assigns Corporate Family Rating at 'B2'
---------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and B2 Probability of Default Rating to Big West Oil, LLC as well
as a B2 (LGD 3; 47%) rating to its $360 million 5 year senior
first secured Term Loan.  The rating outlook is stable.  The Term
Loan has a first lien primarily on BWO's Salt Lake City 30,000
barrels per day refinery and a second lien on its accounts
receivable and crude oil and refined product inventories.  A
$75 million 3 year borrowing base bank revolver (unrated) will
have a first lien on BWO's accounts receivable and inventories and
a second lien on the refinery.

Term Loan proceeds will primarily repay a majority of BWO's pre-
bankruptcy obligations, with its remaining pre-bankruptcy
obligations being repaid with cash on hand and cash down-streamed
from BWO's parent (Flying J Inc. or FJI).  Since filing for
bankruptcy on December 22, 2008, FJI sold its Longhorn Pipeline
and a small exploration and production business.  It also
announced the pending sale of its large Flying J gasoline and
diesel travel plaza retail network to Pilot Travel Centers LLC for
cash and a minority interest in new Pilot.  By repaying pre-
bankruptcy creditors in full, FJI would retain sole ownership of
BWO.  BWO believes it will retain a contractual right to supply
both FJI's former retail network and Pilot's travel plazas located
within BWO's marketing region.

The B2 CFR is supported by BWO's long history of profitable Salt
Lake City refinery operations and comparatively attractive gross
refining margins in particular due to the strong regional niche in
which it operates.  Salt Lake City refiners benefit from the
effectively captive markets faced by the region's black and yellow
wax crude oil producers and by general regional oversupply of
medium and light crude oils, including Wyoming condensate
production.  Furthermore, the Salt Lake market is logistically
remote from large competing refiners and pipeline capacity to feed
competing products into BWO's marketing region is also
comparatively scarce.  Gasoline and especially diesel sell at
significant regional premiums compared to Gulf Coast prices.

However, the combination of inherent margin volatility, single
stand-alone refinery risk, high leverage and a weak sector outlook
restrain the ratings.  BWO will carry the highest leverage on
installed capacity of all Moody's rated refiners and it has
limited diversification of key refining business risks.  Though
its niche margins generate above average earnings for a refiner of
its size, until scheduled and cash sweep debt amortization reduce
leverage by approximately 30% to 50% BWO is unlikely to be
considered for an upgrade.  BWO also has no diversification of
unscheduled downtime risk.  With one operating refinery, BWO is
directly exposed to the common sector risk of unscheduled refining
downtime.  The loss of cash flow from material unplanned refinery
downtime would have significant negative impact on debt service
capacity since the refinery is BWO's only source of operating cash
flow.

Furthermore, the refining sector will likely continue to labor
under excess supply conditions for several years.  While this
would restrain BWO's margins, the BWO's Salt Lake City market
niche should significantly dampen the impact on its margins.  The
2010 completion by a competitor of a new refined product pipeline
from Salt Lake City to Las Vegas is likely to further improve
market tone for the five refineries operating in Salt Lake City.

With one small 30,000 bpd refinery, BWO is the smallest of Moody's
rated North American refiners.  The next largest rated refiner is
nearly double BWO's capacity.  However, BWO's North Salt Lake City
refinery has been one of the more profitable refineries amongst
Moody's rated North American refining peer group.  BWO's larger
but less sophisticated and poorly supplied Bakersfield refinery is
problematic under expected market conditions.  It was shutdown
upon BWO's bankruptcy and is for sale.

Leverage on capacity is very high.  Assuming BWO emerges from
bankruptcy at the expected leverage, the anticipated capital
structure would have Debt / Complexity Barrels of over $1,200 per
complexity barrel.  However, the company gains ratings support
from cash flow and earnings based metrics.  EBIT/Throughput
Barrels is strong, with EBIT / Interest Expense lean at a 2x to 3x
range but nevertheless benefiting from BWO's comparatively high
margins per throughput barrel.

BWO will have modest liquidity based on the proposed capital
structure.  This would include a minimal cash balance and an un-
drawn $75 million working capital secured revolver.  BWO has
consistently generated significantly over $100 million in EBITDA
per year, 2010 capital spending is currently planned to not to
exceed $10 million, and scheduled amortization is $6 million per
quarter.  While there will be a cash sweep of 50% to 75% of excess
cash flow, both the range of the cash sweep and the definition of
excess cash flow have not been finalized.  Moody's expect the
historic pattern of large cash distributions to resume to the
extent permitted under the loan agreements.

The last rating action for BWO was on December 22, 2008, when
Moody's downgraded BWO's Corporate Family Rating to Caa3 from B1,
its Probability of Default Rating to D from B1, and the rating on
its delayed draw $400 million 7 year senior first secured Term
Loan B (TLB) to Caa3 from B1.  BWO's ratings were subsequently
withdrawn.

Big West Oil., LLC, and its parent Flying J, Inc., are
headquartered in Ogden, Utah.


BIGLER LP: Files Schedules of Assets and Liabilities
----------------------------------------------------
Bigler LP filed with the U.S. Bankruptcy Court for the Southern
District of Texas its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $184,644,992
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $46,843,243
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $4,926
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $61,007,120
                                 -----------      -----------
        TOTAL                   $184,644,992     $107,855,289

Houston-based Bigler LP is a diversified petrochemical producer.
Bigler has production and storage facilities on 271 acres on the
Houston Ship Channel.

Bigler filed for Chapter 11 reorganization on Oct. 30 in Houston
(Bankr S.D. Tex. Case No. 09-38188).  The petition listed assets
of $233 million against debt totaling $151 million.  Liabilities
include $67 million owed to secured lender Amegy Bank NA, which
has a lien on all assets.

Attorneys at King & Spalding LLP represent the Debtors.  Secured
lender Amegy Bank is represented by Porter & Hedges LLP.


BIGLER LP: U.S. Trustee Sets Meeting of Creditors for February 11
-----------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of creditors
in Bigler LP and its debtor-affiliates' Chapter 11 cases on
February 11, 2010, at 10:00 a.m.  The meeting will be held at
Suite 3401, 515 Rusk Ave, Houston, Texas.

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

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

Houston-based Bigler LP is a diversified petrochemical producer.
Bigler has production and storage facilities on 271 acres on the
Houston Ship Channel.

Bigler filed for Chapter 11 reorganization on Oct. 30 in Houston
(Bankr S.D. Tex. Case No. 09-38188).  The petition listed assets
of $233 million against debt totaling $151 million.  Liabilities
include $67 million owed to secured lender Amegy Bank NA, which
has a lien on all assets.

Attorneys at King & Spalding LLP represent the Debtors.  Secured
lender Amegy Bank is represented by Porter & Hedges LLP.


BLACK CROW MEDIA: Wants DIP Financing & Cash Collateral Use
-----------------------------------------------------------
Black Crow Media Group, LLC and its debtor-affiliates have sought
authorization from the U.S. Bankruptcy Court for the Middle
District of Florida to obtain postpetition secured financing from
Paul C. Stone and to use cash collateral.

The DIP lender has committed to provide up to $$1,500,000.

The attorneys for the Debtors -- R. Scott Shuker, Esq., at Latham,
Shuker, Eden & Beaudine, LLP, and H. Jason Gold, Esq., et al., at
Wiley Rein LLP -- explain that the Debtors need the money to fund
their Chapter 11 case, pay suppliers and other parties.

The DIP facility will mature one year from the petition date.  The
DIP facility will incur interest at 12% per annum.  In the event
of default, the Debtors will pay an additional 2% default interest
per annum.

The Debtors' obligations under the DIP facility will be secured by
postpetition cash and accounts receivable, and the proceeds
therefrom, generated from the Debtors' business operations
following the Closing Date.  As set forth in the credit agreement,
J. Michael Linn, the Debtors' President and CEO, has agreed to
provide the DIP Lender, as additional collateral for the DIP Loan,
a mortgage on a condominium located in Daytona Beach, Florida,
which is owned by Mr. Linn.

As adequate protection, the Debtors will grant the DIP Lender a
first priority lien on all of the Debtors' cash and accounts
receivables generated subsequent to the closing date and a
superpriority administrative expense claim.

The lien will be subordinate to payment of up to $100,000 of these
expenses: (i) fees required to be paid to the Office of the U.S.
Trustee; and (ii) fees and expenses incurred by the Debtors and
the official committee of unsecured creditors, if any, in
connection with compensation for services rendered or
reimbursement of expenses allowed by the Court to the Debtors' or
the Committee's professionals.

Messrs. Shuker and Gold say that the Debtors will also use the
cash collateral to provide additional liquidity.

                      About Black Crow Media

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.


BLUE HERON: U.S. Trustee Appoints 7-Member Creditors Committee
--------------------------------------------------------------
Robert D. Miller Jr., Acting U.S. Trustee for Region 18, appointed
seven members to the official committee of unsecured creditors in
the Chapter 11 case of Blue Heron Paper Company.

The Creditors Committee members are:

    (1) Weyerhaeuser NR Company
        Linda Fornero, Credit Mgr.
        CH2E30 PO Box 9777
        Federal Way, WA 98063
        Chair
        Tel: (253) 924-7176
        Fax: (253) 928-2197
        E-mail: linda.fornero@weyerhaeuser.com

    (2) Metro Waste Paper Recovery, Inc.
        Ken Rasmussen, Manager
        12345 104 Ave.
        Surrey, BC V3V3H2
        Tel: (604) 580-3070
        Fax: (604) 930-9170
        E-mail: krasmussen@metrowaste.com

    (3) Ashland, Inc.
        Terry Nicholson, Credit Manager NA
        5200 Blazer Parkway
        Dublin, OH 43017
        Tel: (614) 790-3009
        Fax: (614) 790-4054
        E-mail: tnicholson@ashland.com

    (4) Nationwide Magazine Recycling, Inc.
        Roy Threlkeld, President
        2300 Apollo Circle
        Carrollton, TX 75006
        Tel: (972) 416-9599
        Fax: (972) 417-3803
        E-mail: royt@nwmri.com

    (5) National Fiber Supply
        Michael R. Riley
        303 W. Madison St.
        Chicago, IL 60603
        Tel: (312) 346-4800 ext. 1310
        Fax: (312) 726-0371
        E-mail: michael.r.riley@nationalfibersupply.com

    (6) Demitrakikes Trucking, Inc.
        Denise Thornton, President
        PO Box 381
        Canby, OR 97013
        Tel: (503) 266-9265
        Fax: (503) 263-6082
        E-mail: demitrakikes@gmail.com

    (7) Pacific Fibre Products
        Don Lightfoot, Controller
        PO Box 278
        Longview, WA 98632
        Tel: (360) 577-7112
        Fax: (360) 577-1363
        E-mail: llemmons@pacfibre.com

                         About Blue Heron

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


BLUE HERON: Section 341(a) Meeting Set at U.S. Trustee's Office
---------------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of Blue
Heron Paper Company's creditors on February 2, 2010, at 1:30 p.m.
at the U.S. Trustee's Office, 620 SW Main Street, Room 223,
Portland, Oregon.  The meeting will not be held at Multnomah
County Courthouse.

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.

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


BRIDGEVIEW AEROSOL: Has Until July 8 to File Chapter 11 Plan
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
ordered Bridgeview Aerosol, LLC, et al., to file a Chapter 11 Plan
and its accompanying Disclosure Statement by July 8, 2010.

Bridgeview, Illinois-based Bridgeview Aerosol, LLC, is in the
custom aerosol specialty products industry.  BVA provides a wide
array of services relating to aerosol products including initial
product formulation, testing, manufacturing, packaging and
distribution.  BVA primarily manufactures, packages and
distributes household cleaning and automotive products.  Affiliate
AeroNuevo owns the real property on which BVA operates.
USAerosols is the parent company of BVA and AeroNuevo.

Bridgeview Aerosol filed for Chapter 11 bankruptcy protection on
October 30, 2009 (Bankr. N.D. Ill. Case No. 09-41021).  Steven B.
Towbin, Esq., at Shaw Gussis et al assists the Company in its
restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


BRIDGEVIEW AEROSOL: Court Sets March 15 as General Bar Date
-----------------------------------------------------------
The Hon. Pamela S. Hollis U.S. Bankruptcy Court for the Northern
District of Illinois has established March 15, 2010, as the last
day for any individual or entity to file proofs of claim against
Bridgeview Aerosol, LLC, and its debtor-affiliates.

The Court also fixed April 20, 2010, as the governmental bar date.

All proofs of claim must be filed with the Clerk of the U.S.
Bankruptcy Court for the Northern District of Illinois, eastern
Division.

Bridgeview, Illinois-based Bridgeview Aerosol, LLC is in the
custom aerosol specialty products industry.  BVA provides a wide
array of services relating to aerosol products including initial
product formulation, testing, manufacturing, packaging and
distribution.  BVA primarily manufactures, packages and
distributes household cleaning and automotive products.  Affiliate
AeroNuevo owns the real property on which BVA operates.
USAerosols is the parent company of BVA and AeroNuevo.

Bridgeview Aerosol filed for Chapter 11 bankruptcy protection on
October 30, 2009 (Bankr. N.D. Ill. Case No. 09-41021).  Steven B.
Towbin, Esq., at Shaw Gussis et al assists the Company in its
restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


BROADLANE INC: S&P Affirms 'B+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Dallas-based group purchasing organization
Broadlane Inc.  At the same time, S&P assigned a 'BB-' issue-level
and '2' recovery rating to Broadlane's proposed $195 million
senior secured credit facility.  S&P will withdraw the ratings on
the existing senior secured credit facility upon close of the
transaction; S&P does not rate the subordinated notes.  The
outlook remains stable.

The rating on Broadlane reflects its position as a relatively
small player in the concentrated GPO industry, the concentration
within its relatively limited revenue base, and its high financial
leverage.

Broadlane's weak business risk profile primarily reflects its
position as a relatively small player in the highly consolidated
GPO industry, and its concentrated revenue base.  In the GPO
industry, the top six GPOs control about 89% of the market.  With
more than $10 billion in annual contract spending, Broadlane is
the fourth-largest GPO behind Novation, Premier, and
Consorta/HealthTrust.  Given Broadlane's relatively low profile in
the field, the company remains susceptible to competition from
larger GPOs Novation and Premier, which control more than one-half
of the GPO market.  In addition, the company could find it
difficult to expand and diversify a limited revenue base that
depends on its two largest contracts for more than 30% of its
business.

Given its concentration of revenue and its limited revenue base,
should one of those contracts not renew, the resulting revenue
loss would particularly affect Broadlane, which would then result
in margin compression and reduced cash flows.

The company receives 93% of its revenues from its supply chain
management business, which includes its GPO business.  Broadlane's
largest business continues to see growth in this sluggish economy,
aided by client efforts to reduce supply chain costs.  The
remaining 7% of revenues comes from its workforce management
business, which has seen a decline in demand as lower admissions
and an increase in full-time staffing reduced the need for
temporary employees.  Broadlane receives administrative fees of up
to 3% from the manufacturers of health care products and supplies
sold to its hospital and other health care-provider clients.
Customers enter into exclusive three- to five-year contracts with
the company, and Broadlane has retained 95% of its customers since
1999.  The company's emphasis on customer compliance, rather than
total spending, to deliver GPO contract savings, is a key aspect
of its marketing emphasis.

Despite a reduction of about one turn over the past year,
Broadlane's highly leveraged financial risk profile reflects
projected 2009 operating lease- and preferred stock-adjusted debt
to EBITDA of 7.4x.  Standard & Poor's treats the sponsor-held
preferred stock, which S&P view as having the potential to be
recapitalized by borrowings, as debt.


BRUNO GRELA-MPOKO: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Bruno Grela-Mpoko
        P.O. Box 2949
        Montgomery Village, MD 20886

Bankruptcy Case No.: 10-11581

Chapter 11 Petition Date: January 25, 2010

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

Judge: Thomas J. Catliota

Debtor's Counsel: Richard B. Rosenblatt, Esq.
                  The Law Offices of Richard B. Rosenblatt
                  30 Courthouse Square, Ste. 302
                  Rockville, MD 20850
                  Tel: (301) 838-0098
                  Email: rrosenblatt@rosenblattlaw.com

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

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

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

            http://bankrupt.com/misc/mdb10-11581.pdf

The petition was signed by Bruno Grela-Mpoko.


BUILDERS FIRSTSOURCE: S&P Drops Corpore to 'SD' on Debt Exchange
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Builders FirstSource Inc., a manufacturer and supplier
of building products for new residential construction, to 'SD'
from 'CC'.  S&P also lowered its issue-level rating on the
company's second-lien notes due 2012 to 'D' from 'C'.  The
recovery rating on these notes remains at '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.

These rating actions follow the company's announcement that it
completed its common stock rights offering and debt exchange of
its outstanding second-lien notes due 2012 for new second-lien
notes due 2016.  "Standard & Poor's views the exchange as
tantamount to default given the company's stressed and highly
leveraged financial risk profile and S&P's concerns about the
company's ability to service its capital structure over the medium
term in light of still weak residential construction markets,"
said Standard & Poor's credit analyst Andy Sookram.

S&P expects to raise its corporate credit rating on Builders
FirstSource to 'CCC+' with a positive outlook in the near future.
The new rating will reflect S&P's expectation that the company's
liquidity should remain be sufficient over the 12 months to meet
operating, capital, and debt service requirements, and its
expectation that the company's credit measures will likely improve
given its expectation for a gradual recovery in the new
residential construction market.  The anticipated 'CCC+' rating
will incorporate the company's new capital structure, which
reflects improved financial flexibility through higher cash, lower
debt, and extended maturities.


BUILDING MATERIALS: S&P Raises Corporate Credit Rating to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its ratings
on Wayne, New Jersey-based Building Materials Corp of America.
S&P raised the corporate credit rating to 'BB+' from 'BB-'.  At
the same time, S&P raised the issue-level ratings on the company's
$975 million term loan and $250 million senior secured notes to
'BBB-' from 'BB', both with a recovery rating of '2', indicating
that investors can expect to achieve substantial recovery (70% to
90%) in the event of a payment default.  Finally, S&P removed all
ratings from CreditWatch, where they were placed with positive
implications on Dec. 15, 2009.  The outlook is stable.

"The upgrade recognizes the greater-than-expected progress BMCA
has made in strengthening its credit measures as a result of
recent strong profitability and a lower debt burden, and S&P's
belief that this new level of performance should be sustainable
over the next few years," said Standard & Poor's credit analyst
Thomas Nadramia.

The ratings reflect BMCA's well-established No. 1 market position
in U.S. asphalt roofing shingles, attractive operating margins,
good geographic sales diversity within the U.S., and relatively
stable demand that supports a fair business risk profile.


CALIFORNIA HOUSING: Moody's Cuts Rating on Insurance Fund to 'B2'
-----------------------------------------------------------------
Moody's Investors Service has downgraded the rating of the
California Housing Loan Insurance Fund to B2 from Aa3.  The rating
remains under review for further possible downgrade.  The action
is based upon the sharp decline in the performance of the single
family mortgage portfolio insured by CalHLIF and the expectation
that the claims that the fund will pay on the loans which are
currently delinquent will substantially erode its capital
position.  The downgrade also reflects the reduction in support
for CalHLIF from the California Housing Finance Agency (the
Agency), which in 2009 reduced a line of credit it had made
available to the fund to $10 million from $100 million.  The B2
rating is an Issuer rating and there is no debt affected by this
action.

Moody's rating review will take into account many factors
including the projections of future claims on the fund, the
financial position of the fund including its current and projected
capital positions, the expected future coverage from the
reinsurance agreement with Genworth and any expectations or
indication of additional support from the Agency or the state
going forward.

CalHLIF Overview:

CalHLIF is a separately capitalized fund administered by the
Agency.  As of 9/30/09, CAlHLIF had assets of $72 million,
including cash and investments of $70 million.  Liabilities of
$60 million consisted primarily of $56 million in insurance loss
reserves.  Insurance in force was approximately $2.9 billion.
CalHLIF benefits from a 75% quota share reinsurance agreement with
Genworth Mortgage Insurance Corporation (rated Baa2 developing).
The majority of CalHLIF's insurance is for the benefit of single
family loans financed by the Agency's Home Mortgage Revenue Bond
program.

Recent Developments:

Reduced Support from Agency: The Agency had until mid-2009
provided material support for CaHLIF's primary mortgage insurance
obligations from their own balance sheet in the form of a line of
credit that had been maintained at $100 million.  As a result of
this support as well as the aligned interest of the Agency and the
fund, Moody's viewed the financial strength of the Agency as a
critical component in its assessment of the fund.  In 2009, the
Agency significantly reduced the support provided to the fund by
reducing the line of credit to $10 million.  As a result of the
change in support provided by the Agency to the claims paying
ability of the fund is now limited to assets of the Fund in the
face of sharply rising delinquencies and foreclosures on the
portfolio of loans it insures.

Sharply Declining Loan Portfolio Performance: The performance of
the loan portfolio insured by CalHLIF has declined significantly
since Moody's last review of the fund and the Agency in July
2009.The percentage of loans which were 90+ days delinquent
(including loans in foreclosure) as of October 31, 2009 was equal
to 15.5% representing a 70% increase in loans 90+ days delinquent
from March 31, 2009, when the rate was equal to 9.1%.

In addition, another 3.7% and 2.6% of insured loans were 30 and 60
days delinquent, respectively.  Based on prior trends Moody's
anticipate that many of these loans will season into seriously
delinquent loans and foreclosures which CalHLIF will have to pay
claims on.  Furthermore, Moody's expect that the portfolio insured
by CalHLIF will continue to experience increasing delinquencies
over the near term.  Nearly half of the loans insured by CalHLIF
for the Agency are comprised of "Interest Only" loans which are
fixed coupon loans that are interest-only for five years and then
amortize over thirty years.  Moody's expect that the delinquencies
on this type of loan will continue to rise given that these loans
are still in interest-only mode and are already experiencing very
high delinquency rates with 20.3% 90+ days delinquent as of
October 31, 2009.  The Agency started making these loans over the
last few years, and the first loans commence amortization in 2010,

Projected Claim Payments Expected to Substantially Erode CalHLIF's
Capital: Based on the current level of delinquent loans, Moody's
project that CalHLIF could pay claims (after receiving 75%
reinsurance from Genworth) on these loans in excess of
$50 million.  This would reduce the amount of capital available to
pay future claims to approximately $20 million in cash and
investments held by the fund plus the $10 million line of credit
from the Agency.  Moody's review will incorporate the extent to
which the remaining available capital will be able to cover
Moody's expectations of future claim payments.

Rating Methodologies Used & Last Rating Action:

The California Housing Loan Insurance Fund's issuer rating was
assigned by evaluating factors believed to be relevant to the
credit profile of the instrument such as i) the business risk and
competitive position of the issuer versus others within its
industry or sector, ii) the capital structure and financial risk
of the issuer, iii) the projected performance of the issuer over
the near to intermediate term, and iv) the issuer's performance
and financial history.

The last rating action was on the rating on the California Housing
Loan Insurance Fund was on November 15, 2003, when a stable
outlook was assigned to the Aa3 rating.


CANWEST GLOBAL: CCAA Stay Period Extended Until March 31
--------------------------------------------------------
Canwest Global Communications Corp. announced that the Ontario
Superior Court of Justice (Commercial Division) has granted the
request by Canwest, Canwest Media Inc. and certain of its
subsidiaries for an extension of the Stay Period granted under the
Companies' Creditors Arrangement Act to March 31, 2010.  In its
Initial Order obtained on October 6, 2009, the Court provided a 30
day Stay Period which was subsequently extended to January 22,
2010.

                       About Canwest Global

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

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

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

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

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

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


CANWEST GLOBAL: Doesn't Want to Sell Assets in Parts
----------------------------------------------------
Jerry Grafstein, a retired senator in Canada, told Bloomberg News
in an interview that his team plans to bid for the National Post,
Montreal Gazette and Ottawa Citizen, three daily newspapers owned
by Canwest Global Communications Corp.

Bloomberg's Doug Alexander says Mr. Grafstein's investor group
includes Quebec editor Beryl Wajsman and media consultant Raymond
Heard.

Ontario Superior Court Judge Sarah Pepall has approved a sale
process for Canwest's publications.  Bloomberg notes the court-
appointed monitor overseeing the sale will only consider bids for
all or "substantially all" of the assets.

"If the courts say no, the courts say no," Mr. Grafstein told
Bloomberg.  "But the courts will be looking at everything and see
what's valuable and what's not."

Mr. Grafstein told Bloomberg his group is preparing an application
to review Canwest's finances, the first step in making a bid.  Mr.
Grafstein said they have "very strong financial support."  Mr.
Grafstein, however, declined to name the investors.

"I believe that there's a future for newspapers if they have
strong roots in each of their communities and they're locally
owned and controlled and they can marry it with the Internet," Mr.
Grafstein, 75, who retired from the Senate this month, told
Bloomberg.

                Canwest Doesn't Want Piecemeal Bids

Bidders are lining up to buy parts of the newspaper chain owned by
CanWest Global Communications Corp., but the piecemeal offers are
being dismissed as the company holds out for a single buyer, The
Globe and Mail reported.

The report says CanWest officials said the company and its
creditors have little interest in pursuing partial bids for the
newspaper assets, which include 10 large city newspapers and 35
community and weekly publications across Canada.

Bank of Nova Scotia, which is leading a group of banks owed about
$935-million, has said it will take ownership of the assets if a
sale to a sole buyer does not recoup that amount, note the report.
The newspapers would then be sold on the stock market in an
initial public offering.

"We do have a concrete bid for the entire entity," The Globe and
Mail quoted CanWest spokesman John Douglas as saying, referring to
the $935-million the banks would acquire the papers for.  Any bid
would not be accepted unless it trumps that number, and small
bidders are likely to make it worth the creditors' while to break
up the assets, the report adds.

According to The Globe and Mail, splintering up the newspaper
empire would allow buyers to cherry-pick the best publications,
while leaving less-profitable ones stranded and difficult to sell.

"While CanWest said it is impossible for any single small bidder
to trump the Scotiabank offer with a partial bid, it is possible
for several bidders to team up in a consortium that could make an
offer in tandem and come up with the $1-billion necessary to win
the newspapers," reports Grant Robinson of The Globe and Mail.

                       About Canwest Global

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

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

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

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

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

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


CANWEST GLOBAL: Pays Salvation Army in Excess of $50,000
--------------------------------------------------------
CanWest Global Communications Corp.'s newspaper division will pay
more than $50,000 to the Salvation Army in Saskatoon, reports Paul
Waldie of Globe and Mail.

Salvation Army is one of CanWest's more than 300 creditors, as
disclosed in papers filed in court.  Court documents note that the
charity was owed $54,485, which amount stemmed from an annual
Christmas fundraising drive by the Saskatoon StarPhoenix
newspaper, says the report.  Cam Hutchinson, the paper's managing
editor, said in an e-mail that a check had been sent to the
charity since CanWest's filing for creditor protection last week.

"It was a priority," Mr. Hutchinson said, notes the Globe and
Mail.  He added that the charity had failed to cash an earlier
check, which caused the problem.

                       About Canwest Global

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

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

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

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

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

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


CAPMARK FINANCIAL: Affordable's Schedules & Statement
-----------------------------------------------------
A.   Real Property
     Belmont Villas                                $21,662,381
     Fin46 Properties                              315,360,329
B.   Personal Property
B.1  Cash on hand
     Accounts Consolidated for GAAP reporting        1,408,355
     Bank of America                                55,691,282
     Bank of America                                    51,716
     PNC Bank                                            2,516
     PNC Bank                                       11,857,646
B.14 Interests in partnerships
      99.99% Equity Interest in:
      Arbor Glen Providence                          2,437,584
      Capitol Gateway Phase II Atlanta               3,844,988
      Carleton Place Lofts                           1,866,301
      Casa De Vallejo                                2,217,560
      Cedar Hills Minnetonka                         1,731,391
      Chippington Towers I & II Madison              1,592,795
      Eagle Cove Eager                               1,575,579
     Georgian Woods                                 8,066,380
      Globe Mill Sacramento                          7,812,871
      Hampton Extension                              1,490,176
      Hillwood Apartments, Phase II                  1,938,372
      Horizons at Indio                              2,389,433
      Jackie Robinson                                5,116,784
      Kearney Plaza                                  1,205,497
      Lincoln Point Lofts Phase II                   1,721,570
      Magnolia Pointe Durham                         3,470,125
      Mariposa at River Bend                         1,962,155
      Midcrown Senior                                2,767,092
      Oakview Millville                              2,709,804
      Pinebrook Manor Apartments                       729,168
      Primrose at Bammell                              522,007
      Ramblewood Apartments                            790,377
      Savannah Senior                                2,238,606
      Spanish Trace                                    660,840
      Sunny Hill                                       323,004
      Tenino Terrace                                   853,889
      Unity Estates                                    476,803
      University Heights                             3,038,418
      Ventana                                        1,541,611
      Village at Hesperia                              195,356
      Village East                                     260,787
      Interest in Assets Consolidated from GAAP    621,154,418

B.18 Other Liquidated Debts
      Asset Management Fees Receivable               4,991,212
      Intercompany Receivable                       36,389,141
      Intercompany Receivable                      259,765,118
      Intercompany Receivable                        1,625,440
      Intercompany Receivable                       13,609,228
      Intercompany Receivable                        5,500,000
      Intercompany Receivable                       61,875,966
      Intercompany Receivable                       30,739,834
      Intercompany Receivable                       92,352,425
      Intercompany Receivable                        3,651,748
      Intercompany Receivable                        1,729,151
      Intercompany Receivable                       45,311,232
      Interest Receivable                            3,924,507
      LN#20030818F                                   3,800,049
      LN#20069983                                    3,051,766
      LN#20079988                                    5,427,702
      Multiple Property Savings Loans              239,521,587
      Syndication/Guarantee Fees                    15,733,839
      Others                                       364,767,594

B.24 Customer lists or other compilations         Undetermined
B.28 Office equipment, furnishings and supplies         34,969
B.29 Machinery                                         455,583
B.35 Other Personal Property
      Nominal Equity Interest in Guaranteed Funds   86,391,624
      Property Level Assets Owned and Consolidated  16,780,306
      Rent Ar                                           54,543

       TOTAL SCHEDULED ASSETS                   $2,051,683,869
      ========================================================

C.   Property Claimed as Exempt                            None

D.   Secured Claim                                 Undetermined

E.   Unsecured Priority Claims                     Undetermined

F.   Unsecured Non-priority Claims
         Capmark Capital Inc.                      808,836,626
         Capmark Finance Inc                        53,454,423
         Others                                     15,833,614

       TOTAL SCHEDULED LIABILITIES                $878,124,663
       =======================================================

                  Statement of Financial Affairs

Capmark Affordable Equity Inc., reports that it received income
from employment, trade, or profession, or from operation of its
business during the two years before the Petition Date:

  Amount      Source
----------    ------
$7,644,691    Asset Management Fees - FYE 2007

12,108,495    Asset Management Fees - FYE 2008

  6,362,200    Asset Management Fees - FYE 2009

(50,835,671)   Equity In (loss) income of joint ventures and
               partnerships - FYE 2007

(23,313,130)   Equity in (loss) income of joint ventures and
               partnerships - FYE 2008

(14,319,182)   Equity in (loss) income of joint ventures and
               partnerships - YTD 2009

  1,981,435    Interest Income - Intercompany - YTD 2009

  9,966,265    Interest Income - FYE 2007

  5,782,059    Interest Income - FYE 2008

49,449,767    Investment Banking Fees and Syndication Income -
               FYE 2007

70,294,018    Investment Banking Fees and Syndication Income -
               FYE 2008

  7,064,289    Investment Banking Fees and Syndication Income -
               YTD 2009

13,025,328    Net (losses) gains on investments and real estate
               - FYE 2007

(23,334,847)   Net (losses) gains on investments and real estate
               - FYE 2008

(33,973,524)   Net (losses) gains on investments and real estate
               - YTD 2009

53,672,106    Net Real Estate Investment and Other Income -
               FYE 2007

41,743,355    Net Real Estate Investment and Other Income -
               FYE 2008

29,582,429    Net Real Estate Investment and Other Income -
               YTD 2009

9,242,925    Other Fees - FYE 2007

9,449,001    Other Fees - YTD 2008

9,628,378    Other Fees - YTD 2009

    19,283    Other gains(losses), Net - FYE 2007

11,353,715    Other gains(losses), Net - FYE 2008

   975,872    Other gains(losses), Net - YTD 2009

Capmark Affordable discloses that it made payments or transfers
to 32 creditors totaling $354,230,634 within 90 days before the
Petition Date:

Claimant                                            Amount
--------                                            ------
Amerisouth Management LP AS                        $47,706
Amtax 34-B                                         427,137
Amtax 38                                            16,381
Amtax Ambac II                                       8,691
Amtax Ambac III                                     44,480
Amtax VII                                           40,043
Amtax XI                                           120,761
Amtax XVI                                           29,732
Amtax XXIX                                         434,397
Ashley Meadows                                      29,632
ATCCF XVI                                           12,260
ATCCF XVIII                                         36,346
ATCCF XX                                         3,692,585
Capmark Affordable Equity Inc.                      17,799
Capmark Affordable Equity Payr                   1,043,357
Capmark Capital Inc                            175,368,225
Capstone Real Estate Svcs AAF                       50,584
Corporate Trust Clearing                        30,913,300
Elsinore Courtyard                                  49,884
FFC Novogradac and Co                                6,000
I Construction co Inc Opeartin                      75,480
Knights Protection                                   9,058
Merrill Lynch Pierce Fenner                         68,000
Nixon Peabody LLP                                   14,068
Pershing                                           769,985
Pershing LLC                                   139,184,927
Protech 150                                      1,239,607
Reznick Group                                       23,300
The Fentress Group LLC                              19,818
The Village of Kalamazoo, LPO                      102,519
US Bank CT Southeast Wire Clrg                      70,400
Wingate Tower and Garden Apts                      264,162

Capmark Affordable also made payments totaling $1,804,315 to
certain insiders within one year before the Petition Date on
account of regular wages and discretionary bonus.  A list of the
payments is available for free at:

          http://bankrupt.com/misc/CapmarkAff_Stmt3c.pdf

                     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: Dewey & LeBoeuf Charges $3MM for November Work
-----------------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code,
professionals of the Debtors and the Official Committee of
Unsecured Creditors seek payment of their fees and reimbursement
of their expenses:

A. Debtors' Professionals

Professional                  Period         Fees     Expenses
------------                  ------         ----     --------

Dewey & LeBoeuf LLP        10/25/09-
                            11/30/09    $3,054,340      $28,853

Richards, Layton &         10/25/09-
Finger, P.A.               11/30/09        86,451       15,605

Dewey & LeBoeuf serves as the Debtors' attorneys.  Richards
Layton acts as counsel to the Debtors.

In a separate filing, the Debtors certified to the Court that no
objections were filed as to these professionals' fee
applications:

  Professional                                     Period
  ------------                               -----------------
  Dewey LeBoeuf LLP                          10/25/09-11/30/09
  Alvarez & Marsal North America, LLC        11/03/09-11/30/09

B. Professionals of the Official Committee on Unsecured Creditors

Professional                  Period         Fees      Expenses
------------                  ------         ----      --------
JR Myriad LLC              11/03/09-
                            11/30/09      $286,467         $0

Alvarez & Marsal North     11/03/09-
America, LLC               11/30/09       237,490      6,153

Kramer Levin Naftalis      11/02/09-
& Frankel LLP              11/30/09     1,239,928     29,858

MR Myriad serves as real estate business advisors to the
Committee.  Alvarez & Marsal acts as the Committee's financial
advisor.  Kramer Levin is the Committee's counsel.

The Committee certified to the Court that no objections were
filed as to these professionals' fee applications:

  Professional                                   Period
  ------------                              -----------------
  Bayard, P.A.                              11/04/09-11/30/09
  Kramer Levin Naftalis & Frankel LLP       11/02/09-11/30/09

              Beekman Files Final Application

Beekman Advisors, Inc., filed with the Court, on January 5, 2010,
its application for final allowance of compensation for the
period from October 25, 2009, through December 11, 2009, totaling
$2,431,529, and reimbursement of expenses for $2,499.

Shekar Narasimhan, managing partner of Beekman Advisors, Inc.,
asserts that the fees and expenses requested in the Application
are fair and reasonable given:

  (a) the size and complexity of the Debtors' cases;

  (b) the nature of the commercial mortgage servicing and
      mortgage banking business or  MSB Business;

  (c) the nature and extent of the services rendered by Beekman
      in connection with the sale of the MSB Business to
      Berkadia Commercial Mortgage LLC;

  (d) the value received by the estates from the sale of the MSB
      Business;

  (e) Beekman's established expertise in the commercial and
      multifamily mortgage origination and servicing fields,
      including, but not limited to government sponsored
      entities; and

  (f) the costs of comparable services other than in a case
      under the Bankruptcy Code.

To recall, the Debtors sought and obtained the Court's authority
to employ Beekman as their strategic advisor in connection with
the sale of the Debtors' North American servicing and North
American lending and mortgage banking 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: Sues Gruss Global to Stop Noteholder Suits
-------------------------------------------------------------
Capmark Financial Group Inc. issued on May 10, 2007,
$2,550,000,000 of unsecured notes, consisting of:

    (i) $850 million of Floating Rate Senior Notes Due 2010;

   (ii) $1.2 billion of 5.875% Senior Notes Due 2012; and

  (iii) $500 million of 6.300% Senior Notes Due 2017.

Each of the Notes was issued pursuant to a separate indenture
between Capmark, the guarantors, and Deutsche Bank Trust Company
of Americas as Indenture Trustee.

In connection with the issuance of $1.5 billion in secured debt
under a Term Facility Credit and Guaranty Agreement, Capmark
presented Deutsche Bank with, and requested that it execute,
three supplemental indentures for the purpose of amending Section
4.04 of each Indenture to cure an ambiguity, omission, defect or
inconsistency created by the inadvertent omission of the words
"secured by Liens" in one of the exceptions to the negative
covenant relating to the granting of liens on assets.

Gruss Global Investors Master Fund, Ltd., et al., who purport to
hold an aggregate of $800 million in face value of the Notes,
filed on October 1, 2009, an action against Deutsche Bank in the
Supreme Court of the State of New York, asserting claims for
breach of contract, violation of the Trust Indenture Act, breach
of fiduciary duty, and negligence in connection with the issuance
of the Supplemental Indentures.

Deutsche Bank also filed a third-party complaint against the
Debtors, as well as two of their nondebtor affiliates, seeking
contribution and indemnity for all damages, costs and expenses it
incurs as a result of the claims asserted by the Noteholder
Plaintiffs.

By this complaint, Debtors Capmark Financial Group Inc., Capmark
Capital Inc., Capmark Finance Inc., Commercial Equity
Investments, Inc., Mortgage Investments, LLC, Net Lease
Acquisition LLC and SJM Cap, LLC, seek two forms of relief
against Gruss Global Investors Master Fund, Ltd., et al.:

  (1) A declaration that, pursuant to Section 362 of the
      Bankruptcy Code, the automatic stay applicable to claims
      against the Debtors precludes the Noteholder Plaintiffs
      from prosecuting their clams in the Noteholder Action
      against Deutsche Bank, which, in light of Deutsche Bank's
      rights of indemnity, are de facto claims against the
      Debtors themselves; and

  (2) In the alternative, issuance of an injunction pursuant to
      Section 105(a) of the Bankruptcy Code to preclude the
      Noteholder Plaintiffs from prosecuting their claims in the
      Noteholder Action against Deutsche Bank.

The Debtors assert that resolution of the claims asserted by the
Noteholder Plaintiffs will, among other things:

  (a) significantly affect the administration of their estates;

  (b) require discovery of the officers and other key employees
      of the Debtors;

  (c) increase the amount, and interfere with the Court's
      determination, of Deutsche Bank's contractual claims for
      indemnity from the Debtors; and

  (d) create an undue risk of multiple litigation and
      inconsistent adjudications.

                     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: Asks for First Plan Exclusivity Extension
------------------------------------------------------------
Capmark Financial Group Inc. is asking for a first extension of
the period within which it has the exclusive right to propose a
Chapter 11 plan.  Capmark, which has sold most of its assets, is
seeking a seven-month extension, until September 30, of its
exclusive period to file a Chapter 11 plan, and an extension until
November 30 of its exclusive period to solicit acceptances of the
Plan.  The motion is scheduled fore hearing on February 19, with
objections due on February 12.

According to Bill Rochelle at Bloomberg News, the Official
Committee of Unsecured Creditors agreed to support the exclusivity
extension request so long as the committee has the right to
terminate exclusivity on July 30.  Capmark would nonetheless
retain the right to ask the court for longer exclusivity despite
the Committee's desire for an earlier termination.

Since the Petition Date, the Debtors have focused on stabilizing
their businesses, and ensuring a smooth transition into chapter 11
while, at the same time, focusing on other time-sensitive and
complex aspects of these cases.  Among other significant tasks, in
the first few months of these cases the Debtors have marketed,
obtained authority to sell, and consummated the sale of the MSB
Business, which closed on December 11, 2009, and the Debtors'
military housing business, which closed on December 18, 2009 The
sale of the Debtors' shares in a Japanese subsidiary engaged in
loan servicing in Japan was also approved by this Court on
December 18,2009, and is scheduled to close in January 2010 The
sale of the MSB Business generated in excess of $500 million of
cash to the Debtors' estates.

                     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)


CARBON BEACH: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Carbon Beach Partners, LLC, filed with the U.S. Bankruptcy Court
for the Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $21,000,000
  B. Personal Property                   $44
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $17,388,577
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $75,000
                                 -----------      -----------
        TOTAL                    $21,000,044      $17,463,557

The Debtor relates that it needs more time to prepare and complete
the documents considering its limited accounting staff, who still
handle its normal accounting responsibilities.

Calabasas, California-based Carbon Beach Partners, LLC, filed for
Chapter 11 on November 3, 2009 (Bankr. C.D. Calif. Case No. 09-
24657).  Anne Wells, Esq., represents the Debtor in its
restructuring effort.  In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.


CATALYST PAPER: Amends Private Exchange Offer
---------------------------------------------
Catalyst Paper announces an amendment to the private exchange
offer and consent solicitation for its 8 5/8% senior notes due
2011 (CUSIP No. 65653RAD5)

Catalyst Paper Corporation has amended the terms of its private
exchange offer and consent solicitation for its outstanding 8 5/8%
Senior Notes due June 15, 2011.  As a result of this amendment, an
amended and restated offering memorandum, reflecting the terms of
the amended Exchange Offer, will be made available to Eligible
Holders as soon as possible.

The terms of the amended Exchange Offer include the following:

   * Holders who validly tender and do not validly withdraw their
     Old Notes will receive, for each U.S. $1,000 principal amount
     of Old Notes accepted for exchange:

     -- U.S. $830 in principal amount of Senior Secured Notes of
        Catalyst due December 15, 2016, plus

     -- U.S. $50 in principal amount of the New Notes as an early
        tender premium to holders who validly tender and do not
        validly withdraw their Old Notes prior to a date to be
        specified in the Amended Offering Memorandum.

     The New Notes will pay interest of 11% per annum.

   * The New Notes will be secured on a first priority basis by
     all of Catalyst's assets, subject to certain exceptions, and
     subject to the senior security interest in the property and
     assets which secure obligations under Catalyst's existing CDN
     $330 million asset-based revolving credit facility and the
     obligations under any derivatives transactions from time to
     time entered into by Catalyst such property and assets
     subject to senior security interests of the ABL Facility,
     which primarily consists of working capital and the plant,
     property and equipment of Catalyst's Snowflake mill, the "ABL
     Priority Lien.

   * The New Notes will also be secured by a junior security
     interest in the ABL Priority Lien

   * The New Notes will be guaranteed on a senior basis, jointly
     and severally, by each of Catalyst's restricted subsidiaries,
     subject to certain exceptions.

Catalyst has executed a support agreement with an ad hoc group of
holders of the Old Notes holding U.S. $101,334,000 or 28.6% of the
outstanding Old Notes.  The members of the Ad Hoc Committee have
agreed to tender their Old Notes into the amended Exchange Offer,
subject to the terms of the Support Agreement.

Catalyst has been advised by the exchange agent for the Exchange
Offer that, as of the close of business on January 22, 2010, the
aggregate principal amount of Old Notes that had been validly
tendered and for which related consents had been validly delivered
was approximately U.S. $29.35 million or 8.3% of the outstanding
Old Notes.

The amended Exchange Offer will be subject to certain conditions,
including the receipt of tenders and consents in respect of at
least 95% of the outstanding aggregate principal amount of the Old
Notes and the negotiation and execution of inter-creditor and
other related agreements with the lenders under the ABL Facility
arising from the issuance of the New Notes.

The consent solicitation set forth in the existing Exchange Offer
will remain the same in the amended Exchange Offer.

At December 31, 2009, the Company had liquidity of $157.4 million,
comprised of $83.1 million of cash, and availability of
$74.3 million under the ABL Facility, after taking into account a
covenant that requires Catalyst to maintain $35.0 million in
availability under the ABL Facility.  Total debt outstanding as at
December 31, 2009 was $775.6 million, including $11.2 million of
capital lease obligations and $112.9 million of non-recourse debt
owed by a joint venture in which Catalyst has a 50.001% interest

The amended Exchange Offer will be made, and the New Notes will be
offered and issued, in transactions exempt from the registration
requirements of the U.S. Securities Act of 1933, as amended.

A full-text copy of the support agreement is available for free
at http://ResearchArchives.com/t/s?4e3d

                       About Catalyst Paper

Headquartered in Richmond, British Columbia, Catalyst Paper
Corporation (TSX:CTL) manufactures diverse specialty printing
papers, newsprint and pulp.  Its customers include retailers,
publishers and commercial printers in North America, Latin
America, the Pacific Rim and Europe.  With six mills strategically
located in British Columbia and Arizona, Catalyst has a combined
annual production capacity of 2.5 million tones.

At September 30, 2009, the Company had C$2.20 billion in total
assets against C$1.29 billion in total liabilities.  At
September 30, 2009, the Company had liquidity of C$192.9 million,
comprised of C$90.6 million cash, and availability of
C$102.3 million on the Company's asset-based loan facility.

                             *   *   *

According to the Troubled Company Reporter on Dec. 1, 2009, DBRS
has downgraded the Issuer Rating of Catalyst Paper Corporation
(Catalyst or the Company) to B (low) from BB and the Senior Debt
rating to CCC from BB, and placed the Company's ratings Under
Review with Negative Implications.  All ratings previously had
Negative trends.  The downgrades reflect the Company's weak
financial risk which is likely to weaken further in view of
expected continuation of soft industry conditions and follows the
Company's announcement on November 23, 2009 of its offer to
exchange its outstanding 8 5/8% Senior Debt due June 15, 2011 (Old
Notes) with new 10% Senior Secured Notes due December 15, 2016
(New Notes) and shares of its common stock.


CATALYST PAPER: Refutes Claims From Payment Recovery in Quebecor
----------------------------------------------------------------
Catalyst Paper said that a claim filed against it by Quebecor
World (USA)'s litigation trustee for alleged preferential
transfers of approximately US$18.8 million is not expected to
result in any significant liability to Catalyst.

The claim seeks the return of payments made by Quebecor World to
Catalyst in the ordinary course of their trade relationship in the
90 days prior to Quebecor World's Chapter 11 filing in December,
2007.  Catalyst is one of 1700 vendors of Quebecor World who
received payments totalling US$390 million during the preference
period in which the litigation trustee has sought recovery.

The claim is made pursuant to the U.S. Bankruptcy Code which
allows recovery of certain transfer made by the bankrupt debtor
within the 90 days prior to the bankruptcy filing, subject to a
vendor's defenses.

Catalyst said it intends to defend the claim and has been advised
that it has a number of defences available that are expected to
eliminate or significantly reduce its financial exposure.
Accordingly, Catalyst does not expect to incur any significant
liability in connection with the Quebecor World claim.

                       About Catalyst Paper

Headquartered in Richmond, British Columbia, Catalyst Paper
Corporation (TSX:CTL) manufactures diverse specialty printing
papers, newsprint and pulp.  Its customers include retailers,
publishers and commercial printers in North America, Latin
America, the Pacific Rim and Europe.  With six mills strategically
located in British Columbia and Arizona, Catalyst has a combined
annual production capacity of 2.5 million tones.

At September 30, 2009, the Company had C$2.20 billion in total
assets against C$1.29 billion in total liabilities.  At September
30, 2009, the Company had liquidity of C$192.9 million, comprised
of C$90.6 million cash, and availability of C$102.3 million on the
Company's asset-based loan facility.

                             *   *   *

According to the Troubled Company Reporter on Dec. 1, 2009, DBRS
has downgraded the Issuer Rating of Catalyst Paper Corporation
(Catalyst or the Company) to B (low) from BB and the Senior Debt
rating to CCC from BB, and placed the Company's ratings Under
Review with Negative Implications.  All ratings previously had
Negative trends.  The downgrades reflect the Company's weak
financial risk which is likely to weaken further in view of
expected continuation of soft industry conditions and follows the
Company's announcement on November 23, 2009 of its offer to
exchange its outstanding 8 5/8% Senior Debt due June 15, 2011 (Old
Notes) with new 10% Senior Secured Notes due December 15, 2016
(New Notes) and shares of its common stock.


C&C ELLEGANZA: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: C&C Elleganza, Inc.
          fdba Elleganza, Inc
        1353 Carr 19, Suite 260
        Guaynabo, PR 00966

Bankruptcy Case No.: 10-00377

Chapter 11 Petition Date: January 25, 2010

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Victor Gratacos Diaz, Esq.
                  Po Box 7571
                  Caguas, PR 00726
                  Tel: (787) 746-4772
                  Email: vgratacd@coqui.net

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

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

According to the schedules, the Company has assets of $1,892,001,
and total debts of $2,345,965.

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

            http://bankrupt.com/misc/prb10-00377.pdf

The petition was signed by Carlos Cumbas Ortiz, president of the
Company.


CELL THERAPEUTICS: Sells $30 Mil. in Preferreds and Warrants
------------------------------------------------------------
Cell Therapeutics, Inc., has entered into an agreement to sell
$30 million of shares of its Series 3 Preferred Stock and warrants
to purchase shares of its common stock in a registered offering to
two institutional investors.

Each share of Series 3 Preferred Stock is convertible at the
option of the holder, at any time during its existence, into 823
shares of common stock at a conversion price of $1.21375 per share
of common stock, for a total of 24,690,000 common shares.

In connection with the offering, the investors received warrants
to purchase up to 8,640,000 shares of common stock.  The warrants
have an exercise price of $1.18 per warrant share, for total
potential additional proceeds to the Company of $10.2 million upon
exercise of the warrants.  The warrants are exercisable
immediately upon issuance and terminate one year and one day after
the date of issuance.

The Company intends to use the net proceeds from the offering for
working capital and general corporate purposes, which may include,
among other things, paying interest on or retiring portions of its
outstanding debt, funding research and development, preclinical
and clinical trials, the preparation and filing of new drug
applications, and general working capital.

Shares of the Series 3 Preferred Stock will receive dividends in
the same amount as any dividends declared and paid on shares of
common stock and have no voting rights on general corporate
matters.

The closing of the offering was expected to occur on January 19,
2010, at which time the Company will receive the cash proceeds and
deliver the securities.

Roughly $40.4 million of Cell Therapeutics' 4% Convertible Senior
Subordinated Notes due 2010 mature on July 1, 2010.  Roughly
$10.3 million of Cell Therapeutics' 7.5% Convertible Senior Notes
due 2011 mature on April 30, 2011; and roughly $10.9 million of
Cell Therapeutics' 5.75% Convertible Senior Notes due 2011 mature
on December 15, 2011.

Rodman & Renshaw, LLC, a wholly owned subsidiary of Rodman &
Renshaw Capital Group, Inc., (Nasdaq:RODM), acted as the exclusive
placement agent for the offering.

A shelf registration statement relating to the shares of Series 3
Preferred Stock and warrants issued in the offering (and the
shares of common stock issuable upon conversion of the Series 3
Preferred Stock and exercise of the warrants) has been filed with
the Securities and Exchange Commission.  The shelf registration
statement was automatically effective upon filing with the SEC.  A
prospectus supplement relating to the offering will be filed with
the SEC.  Copies of the prospectus supplement and accompanying
prospectus may be obtained directly from the Company by contacting
the Company at: Cell Therapeutics, Inc., 501 Elliott Avenue West,
Suite 400, Seattle, Washington 98119.

On January 15, 2010, the Company filed Articles of Amendment to
its Amended and Restated Articles of Incorporation with the
Secretary of State of the State of Washington, establishing the
Series 3 Preferred Stock.  Each share of Series 3 Preferred Stock
is entitled to a liquidation preference equal to the stated value
of such share of Series 3 Preferred Stock plus any accrued and
unpaid dividends before the holders of Common Stock or any other
junior securities of the Company receive any payments upon such
liquidation.  The Series 3 Preferred Stock is not entitled to
dividends except to share in any dividends actually paid on the
Common Stock or any pari passu or junior securities.  The Series 3
Preferred Stock is convertible into Common Stock, at the option of
the holder, at an initial conversion price of $1.21375 per share,
subject to a 10% blocker provision.  The Series 3 Preferred Stock
has no voting rights except for limited protective provisions and
except as is otherwise required by law.

                      About Cell Therapeutics

Headquartered in Seattle, Cell Therapeutics, Inc. (NASDAQ and MTA:
CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.  CTI's principal business strategy is focused on cancer
therapeutics; an area with significant market opportunity that it
believes is not adequately served by existing therapies.
Subsequent to the closure of its Bresso, Italy operations in
September 2009, CTI's operations are conducted solely in the
United States.  During 2008, CTI had one approved drug, Zevalin(R)
(ibritumomab tiuxetan), or Zevalin, which it acquired in 2007,
generating product sales.  CTI contributed Zevalin to a joint
venture, RIT Oncology, LLC, upon its formation in December 2008
and in March 2009 CTI finalized the sale of its 50% interest in
RIT Oncology to the other member, Spectrum Pharmaceuticals, Inc.
All of CTI's current product candidates, including pixantrone,
OPAXIO and brostallicin are under development.

As of September 30, 2009, the Company had $87,299,000 in total
assets against $96,828,000 in total liabilities.  The Company's
September 30 balance sheet also showed strained liquidity: the
Company had $59,497,000 in total current assets, including
$54,992,000 in cash and cash equivalents, against $72,882,000 in
total current liabilities.

                       Bankruptcy Warning

"The condensed consolidated financial statements have been
prepared assuming that we will continue as a going concern, which
contemplates realization of assets and the satisfaction of
liabilities in the normal course of business for the twelve month
period following the date of these financials.  However, we have
incurred losses since inception and we expect to generate losses
from operations through 2010 primarily due to research and
development costs for pixantrone, OPAXIO and brostallicin.  Our
available cash and cash equivalents are approximately
$55.0 million as of September 30, 2009 and we do not expect that
we will have sufficient cash to fund our planned operations
through the second quarter of 2010, which raises substantial doubt
about our ability to continue as a going concern," the Company
said in its Form 10-Q filing with the Securities and Exchange
Commission.

"We have achieved cost saving initiatives to reduce operating
expenses, including the reduction of employees related to Zevalin
operations and the closure of our operations in Italy . . . and we
continue to seek additional areas for cost reductions.  However,
we will also need to raise additional funds and are currently
exploring alternative sources of equity or debt financing. We may
seek to raise such capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources."

The Company cautioned additional funding may not be available on
favorable terms or at all.  If additional funds are raised by
issuing equity securities, substantial dilution to existing
shareholders may result.  If it fails to obtain capital when
required, the Company said it may be required to delay, scale
back, or eliminate some or all of its research and development
programs and may be forced to cease operations, liquidate its
assets and possibly seek bankruptcy protection.


CERUS CORP: Royce & Associates Reports 10.05% Equity Stake
----------------------------------------------------------
Royce & Associates, LLC, disclosed that it may be deemed as the
beneficial owner of 3,891,200 shares or roughly 10.05% of the
common stock of Cerus Corporation as of December 31, 2009.

                      Going Concern Doubt

At September 30, 2009, the Company's consolidated balance sheets
showed $43.0 million in total assets, $17.2 million in total
liabilities, and $25.8 million in total shareholders' equity.

Ernst & Young LLP, in Palo Alto, Calif., expressed substantial
doubt about Cerus Corporation's ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the years ended December 31, 2008, and 2007.  The
auditors pointed to the Company's recurring operating losses and
negative cash flows from operating activities from inception
through December 31, 2008.

                    About Cerus Corporation

Cerus Corporation (NASDAQ: CERS) -- http://www.cerus.com/-- is a
biomedical products company focused on commercializing the
INTERCEPT Blood System to enhance blood safety.  The INTERCEPT
Blood System is designed to inactivate blood-borne pathogens in
donated blood components intended for transfusion.  Cerus
currently markets the INTERCEPT Blood System for both platelets
and plasma in Europe, Russia, the Middle East and selected
countries in other regions around the world.  The INTERCEPT red
blood cell system is currently in clinical development.


CERUS CORP: Board OKs Bonus Pool for Senior Management
------------------------------------------------------
Cerus Corporation said that on January 6, 2010, the Compensation
Committee of the Company's Board of Directors, pursuant to
authority delegated to the Compensation Committee by the Board,
approved the creation of a bonus pool in accordance with the terms
of the Company's Bonus Plan for Senior Management of Cerus
Corporation.

Pursuant to the terms of the Bonus Plan, 70% of each recipient's
bonus was awarded in cash and 30% was awarded in the form of
restricted stock units with the exception of Dr. Corash, who was
awarded 45.5% of his bonus in cash, 24.5% of his bonus in the form
of a fully-vested stock bonus award and the remaining 30% of his
bonus in the form of restricted stock units.  The bonuses paid to
the Company's current principal financial officer and each of the
Company's named executive officers (as such term is defined by
Regulation SK Item 402(a)(3), 17 C.F.R. Section 229.10, et. seq.)
that were employees as of December 31, 2009 are set forth:

                         2009                           2009
                        Total       2009    2009  Restricted
                        Bonus       Cash   Stock       Stock     2009
                       Amount      Bonus   Bonus       Units   Salary
                       ------      -----   -----  ----------   ------
Claes Glassell
  President & CEO    $147,000   $102,901      -      23,837  $490,000

Laurence M.
Corash, M.D.
  SVP & Chief
  Scientific
  Officer             $56,250    $25,595   7,449      9,121  $375,000

Howard G. Ervin
  VP-Legal
  Affairs             $46,730    $32,712       -      7,577  $311,531

William M. Greenman
  SVP-Business
  Development
  & Marketing         $46,800    $32,760       -      7,589  $312,000

Kevin D. Green
  VP-Finance and
  Chief  Accounting
Officer              $23,100    $16,171       -      3,745  $220,000

As permitted under the Bonus Plan, the Compensation Committee used
its discretion to fund a bonus pool based on 30% of each
individual's target bonus percentage for 2009 in recognition of
the strong performance by the Company's officers in a challenging
year of transition.  The target bonus percentage for 2009 was 100%
for Mr. Glassell, 50% for each of Dr. Corash, Mr. Greenman and Mr.
Ervin and 35% for Mr. Green.  The Company's corporate goals for
2009 included sales and cash-flow targets and the achievement of
specific performance metrics.

                      Going Concern Doubt

At September 30, 2009, the Company's consolidated balance sheets
showed $43.0 million in total assets, $17.2 million in total
liabilities, and $25.8 million in total shareholders' equity.

Ernst & Young LLP, in Palo Alto, Calif., expressed substantial
doubt about Cerus Corporation's ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the years ended December 31, 2008, and 2007.  The
auditors pointed to the Company's recurring operating losses and
negative cash flows from operating activities from inception
through December 31, 2008.

                    About Cerus Corporation

Cerus Corporation (NASDAQ: CERS) -- http://www.cerus.com/-- is a
biomedical products company focused on commercializing the
INTERCEPT Blood System to enhance blood safety.  The INTERCEPT
Blood System is designed to inactivate blood-borne pathogens in
donated blood components intended for transfusion.  Cerus
currently markets the INTERCEPT Blood System for both platelets
and plasma in Europe, Russia, the Middle East and selected
countries in other regions around the world.  The INTERCEPT red
blood cell system is currently in clinical development.


CFT-III LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: CFT-III, LLC
        353 South Main Street, Suite 503
        Decatur, IL 62523

Bankruptcy Case No.: 10-70160

Chapter 11 Petition Date: January 25, 2010

Court: United States Bankruptcy Court
       Central District of Illinois (Springfield)

Judge: Mary P. Gorman

Debtor's Counsel: Jonathan A. Backman, Esq.
                  117 N Center St
                  Bloomington, IL 61701
                  Tel: (309) 820-7420
                  Fax: (309) 820-7430
                  Email: jabackman@backlawoffice.com

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

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

The petition was signed by John Cardwell, manager of the company.


CHEMTURA CORP: Albemarle Discloses Impact of Deal in Q4 Earnings
----------------------------------------------------------------
Albemarle Corporation said its fourth quarter 2009 results include
$11.6 million in pre-tax charges ($7.6 million or 8 cents per
share after tax) for restructuring and other costs related
principally to planned reductions in force and to the write-off of
certain assets at its Arkansas facility related to an with
Chemtura Corporation, which was approved January 21, 2010, by the
court presiding over Chemtura's Chapter 11 bankruptcy proceeding.
Fourth quarter results also include $11.3 million, or 12 cents per
share, in one-time tax benefits related principally to the
settlement of the 2005-2007 tax audits with the U.S. Internal
Revenue Service.  Net sales in the fourth quarter of 2009 totaled
$558.2 million compared to fourth quarter 2008 net sales of
$517.7 million.

Early this month, Albemarle entered into a series of strategic
agreements with Chemtura.  The parties entered into a long-term
supply agreement under which Albemarle will supply Chemtura with
certain requirements of BA-59P(TM) (Tetrabrom), DE-83P(TM)
(Decabromodiphenyl oxide), Decabromodiphenyl ethane, N Propyl
Bromide and Sodium Bromide. The two companies have also entered
into a Settlement and Cross License Agreement that resolves
pending litigation and grants Chemtura a license to sell
Albemarle's proprietary Saytex(R) 8010 flame retardant.
Additionally, the companies have entered into a Brine Mineral
Interest Agreement in which Albemarle will assign certain brine
mineral interests in Chemtura's existing West Bromine Unit to
Chemtura, and Chemtura will assume Albemarle's obligations related
thereto.

Albemarle had said it will incur charges of roughly $4 million in
the fourth quarter 2009 relating to the transfer of its brine
mineral interests and the write-off of certain impacted bromine
assets.

Albemarle reported fourth quarter 2009 earnings of $62.3 million,
or 68 cents per share, compared to $13.1 million, or 14 cents per
share, for the fourth quarter of 2008.

Earnings for 2009 were $178.4 million, or $1.94 per share,
compared to $194.2 million, or $2.09 per share, for 2008.
Excluding the second quarter 2009 after-tax special item of
$8.2 million related to Port de Bouc, the fourth quarter
$7.6 million after tax restructuring and other charges and
$22.8 million in one-time benefits comprised mainly from the
settlement of prior year tax audits, earnings for 2009 were
$171.4 million, or $1.86 per share.  Excluding special and one-
time tax items, earnings for 2008 were $221.3 million, or $2.39
per share.  Full year net sales for 2009 were $2.01 billion
compared to $2.47 billion for 2008.

Albemarle Corporation (NYSE:  ALB) -- http://www.albemarle.com/--
headquartered in Baton Rouge, Louisiana, is a global developer,
manufacturer, and marketer of highly-engineered specialty
chemicals for consumer electronics, petroleum refining, utilities,
packaging, construction, automotive/transportation,
pharmaceuticals, crop protection, food-safety and custom chemistry
services.  Albemarle employs over 4,100 people and serves
customers in 100 countries.

                      About Chemtura Corp.

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

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

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

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


CHRYSLER LLC: 600 Dealers Try to Restore Businesses
---------------------------------------------------
About 21 percent of Chrysler and General Motors dealers which were
closed in 2009 or are slated to be shut down later this year have
appealed the automakers' decisions, according to a January 21
report by The Salt Lake Tribune.

The American Arbitration Association, which was appointed to
handle the claims, said about 600 of the roughly 2,800 rejected
dealers have asked for hearings in a bid to restore their
businesses, The Salt Lake Tribune reported.

The appeals are being filed under a federal law passed in
December, which gives dealers affected by Old Chrysler's and GM's
bankruptcy filings a chance to appeal their termination.   It
establishes a binding arbitration process to determine whether
dealerships ought to be reinstated.

GM indicated it would terminate about 2,000 underperforming
dealers by October of this year while old Chrysler terminated 789
dealers as part of the sale of its assets to Italy-based auto
maker Fiat S.p.A.

"There seems to be pretty strong interest [in arbitrating] among
our dealers who were terminated," The Salt lake Tribune quoted
Craig Bickmore, executive director of the New Car Dealers
Association of Utah, as saying.

"At least now some may have a chance to get their businesses back,
which is something they didn't have before," Mr. Craig said.

India Johnson, an association senior vice president who is in
charge of the hearings, said she expects 700 to 800 dealers to
seek arbitration by the midnight Monday deadline, according to
another report by Dallas News.

Not all dealers will get hearings, however.  Some only filed
paperwork to preserve their right to appeal but may not proceed
while others may settle with the automakers before the hearings,
Ms. Johnson said.

Jim Hinckley, one of the affected Chrysler dealers, told The Salt
Lake Tribune that he was skeptical about participating when he
first heard about the arbitration.

"But the more I learned, the more it looked like there might be
some benefit, even if it only helps us get back some of what they
owe us," The Salt Lake Tribune quoted him as saying.

Another affected dealer, Homer Cutrubus, whose Chrysler
dealerships in Ogden and Layton were on the company's list to be
eliminated, said he was preparing the paper on Thursday in
anticipating of submitting it before the Monday deadline.

"We were a five-star Chrysler dealership, which meant we were
among the best in the country, so I'm interested in having them
tell us why they decided to terminate us," Mr. Cutrubus told the
Salt lake Tribune.

                      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: Assigns Two Daimler Contracts to New Chrysler
-----------------------------------------------------------
Chrysler LLC and its units sought and obtained authority from the
Court to assume and assign two executory contracts to Chrysler
Group LLC:

  -- a Vehicle Dismantling, Sales and Scrap Agreement between
     LKQ Corporation and DaimlerChrysler Corporation; and

  -- an EDGE Tax Credit Agreement between the State of Illinois,
     acting through its Department of Commerce and Economic
     Opportunity, and DaimlerChrysler North America Holding
     Corporation on behalf of DaimlerChrysler Corporation.

The Debtors submit that New Chrysler has indicated its desire
to take an assignment of the Contracts and to satisfy all
outstanding obligations and liabilities to the Counterparties
under the Contracts.

                      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 Pursue Plea to Overturn Contract Rejections
-----------------------------------------------------------------
Chrysler LLC, now known as Old Carco LLC, previously asked the
Bankruptcy Court to deny certain dealers' request to reconsider
the Court's decision authorizing the rejection of executory
contracts and unexpired leases with certain domestic dealers, and
the Court's opinion regarding authorization of that rejection.

In response to the Debtors' objection, the Affected Dealers note
that in their original memorandum in support of the Request to
Reconsider, they argued that the Court's Rejection Opinion
contained a statement alleged to have been made by Fiat Executive,
Alfredo Altavilla, which was not contained anywhere in the record.
They argued that allowing the record to remain as it was would
perpetrate a fraud upon the Court.

Leo C. Donofrio, Esq., at Pidgeon & Donofrio GP, in Everett,
Washington, relates that the Affected Dealers, however, never
alleged that the fraud upon the Court was intentional.  He says
that the Affected Dealers understand there are thousands of pages
of documents, testimony and depositions which have been entered
into the record, however, an inadvertent mistake was made and the
Court published a fact which does not exist in the record.

"Unfortunately, the severity of that falsehood upon our clients'
cause was so damaging that it was necessary for us to demonstrate
how it disturbed the judicial machinery's normal function of being
an impartial arbiter of the truth," Mr. Donofrio says.

In the Debtors' objection to the Request, the Debtor's Counsel has
taken the Disputed Testimony and "run with it in their memorandum
. . . ," Mr. Donofrio argues.  He explains that instead of quoting
to the actual record of the case, the Debtor's counsel has taken
the extraordinary step of quoting the Disputed Testimony published
by the Court in its Objection.

Mr. Donofrio points the Court to Page 8, Footnote 13 of the
Debtor's Objection memorandum, which he says improperly attempts
to "psychoanalyze the motivations of our clients" in bringing the
Request by making reference to news reports which discuss
nonrelated "Constitutional causes" which have absolutely nothing
to do with the Request.  He adds that Footnote 13 is an entirely
improper attack upon the Affected Dealers and their Counsel by way
of reference to controversial lawsuits which the Affected Dealers'
Counsel have been involved with.

"Such distractions serve no purpose before this Court other than
to distract, confuse, and delay justice by throwing dirt in the
Court's eyes," Mr. Donofrio contends.

Against this backdrop, the Affected Dealers ask the Court to
overrule the Debtors' Objection to the Request.

                     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 Recalls Pickups Due to Safety Issues
---------------------------------------------------------------
During a quality inspection it was found that some 2010 Chrysler
Sebring, Dodge Avenger, Nitro, Jeep Liberty, Grand Cherokee,
Commander and 2009-2010 Ram pickups may have been built with
improperly formed brake booster push rod retaining clips or
without a clip potentially resulting in push rod separation from
the brake pedal assembly and a loss of braking.  The quality
control systems in place caught the issue early.  All affected
assembly plants held vehicle inventory and inspected for and
replaced the clips as necessary.  The company is not aware of any
complaints related to this issue.  No accidents, injuries or
property damage have been reported.  Parts that meet the
appropriate specifications have been introduced into production at
the plant level.

Chrysler Group LLC is issuing a voluntary safety recall notice and
distributing new parts that meet the appropriate specifications to
our dealers for vehicle repairs.  It said it will be launching the
recall to the dealers starting on January 25 and begin sending
notices to customers in the mail on February 3.  Customers can
input their Vehicle Identification Number (VIN) on Chrysler.com,
Dodge.com and Jeep.com websites to check on affected vehicles
starting on January 25.

                      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: Ohio Plan to Stay Open Until June
-----------------------------------------------
Doug Rice, president of United Auto Workers Local 122, announced
that Chrysler's stamping plant in Twinsburg, Ohio, will stay until
June 26, 2010, according to a report by Plain Dealer.

Mr. Rice told Plain Dealer that Chrysler "wanted to build up a
bank of parts" before closing the plant but increasing steel
prices delayed the auto maker's plans.

Chrysler had originally set to close the Ohio plant by the end of
March this year as part of its restructuring.  The plant takes
steel sheets and presses them into the shapes of door panels and
other auto parts.

Mr. Rice estimated that there are 415 workers at the Ohio plant, a
number he expects to fall to 350 within the next month.  The plant
had about 1,000 workers at the time Chrysler announced the
closure, Plain Dealer reported.

Chrysler wants to sell the site and use the proceeds to pay off
its creditors.

Larry Finch, director of planning and community development for
Twinsburg, said the auto maker's adviser, Capstone Advisory Group,
has already received letters of interest for the property.

"They're working with a number of entities that have expressed
some interest.  They have three or four serious contenders," Plain
Dealer quoted Mr. Finch as saying.

Mr. Finch said that the plant's purchase will be based on "how the
lien holders will be affected, what the top bid will be."

The plant has been an industrial anchor for Twinsburg for more
than 50 years, making up about 13% of the city's income tax
revenue in 2009.

                     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: Sending 2nd Amended Plan to Creditors for Voting
--------------------------------------------------------------
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 their Second Amended Joint Plan
of Liquidation and accompanying Disclosure Statement on
January 22, 2010.

The Second Amended Plan and Disclosure Statement contain non-
material revisions to the Amended Plan and Disclosure Statement
dated January 19, 2010.  Among these revisions are typographical
corrections and grammatical revisions, and certain updates
relating to the Debtors' bankruptcy cases and adversary
proceedings.

To recall, the Court approved the Disclosure Statement
accompanying the Debtors' First Amended Plan on January 21, 2010.
In his Disclosure Statement Order, Judge Gonzalez held that, prior
to the commencement of solicitation of votes on the Plan, the
Debtors (i) are authorized to make non-material revisions, updates
and corrections to the Disclosure Statement and the Plan, and (ii)
will file a copy of the final Disclosure Statement and any amended
Plan with the Court.

                       2nd Amended Plan

The Second Amended Plan relates that Daimler AG announced in
February 2007 that it would explore all options for the Old
Chrysler, including a sale, and in August of the same year, CG
Investment Group, LLC, acquired a controlling interest in Chrysler
Holding LLC, Old Carco's ultimate parent.  The Daimler Divestiture
created the first privately-held American auto company in 50
years.  Daimler AG and DaimlerChrysler Holding LLC also entered
into an agreement with the Pension Benefit Guaranty Corporation
and CG Investor LLC, requiring Daimler AG to issue a guaranty of
up to $1 billion for any shortfalls to the Debtors' pension plans.
CG Investment and CGI are affiliates of Cerberus Capital
Management, L.P.

Ronald E. Kolka, Old Carco's Chief Executive Officer, relates that
as of the Petition Date, 80.1% of the membership interests in
Chrysler Parent were held by CG Investment and 19.9% of the
membership interests were held by certain affiliates of Daimler
AG.  Pursuant to a June 2009 agreement among Chrysler Parent, CG
Investment and Daimler AG, among other parties, Chrysler Parent
redeemed the Daimler Owners' 19.9% membership interest.  CG
Investment holds 100% of the outstanding membership interests in
Chrysler Parent as of January 22, 2010.

The latest Plan is also amended to relate that on June 5, 2009,
the Debtors entered into a settlement agreement with (1) CG
Investment, (2) CGI, (3) Chrysler Parent, (4) CarCo Holding I, (5)
Old Carco, (6) Daimler AG, (7) Daimler North America Finance
Corporation, (8) Daimler Investments US Corporation, formerly
known as DaimlerChrysler Holding Corporation, and (9) the PBGC.
The agreement, also known as the Settlement Agreement III, sought
to resolve various open issues related to the Daimler Divestiture,
among other things.

                       Claim Objections

Consistent with the Court-approved procedures for claims
objections and claims settlement, the Debtors relate they have
filed seven omnibus objections seeking to disallow over 1,300
proofs of claim asserting a total of approximately $2 billion in
liabilities.  They reveal that two of the objections, addressing
approximately 210 claims totaling approximately $110 million, have
been granted.  The other five omnibus objections remain pending.

                 Penalty on Priority Tax Claim

Notwithstanding the provisions of the Plan, the Second Amended
Plan provides that a holder of an Allowed Priority Tax Claim will
not be entitled to receive any payment on account of any penalty
arising with respect to or in connection with the Allowed Priority
Tax Claim.  Any Claim or demand for any of that penalty will be
subject to treatment in Class 3A, if not subordinated to Class 3A
Claims pursuant to a Court order.

The holder of an Allowed Priority Tax Claim will not assess or
attempt to collect the penalty from the Debtors, the Liquidation
Trust or the Liquidation Trustee, or their property, including the
Liquidation Accounts, other than pursuant to its rights as a
holder of an Allowed Class 3A Claim.

Copies of the Second Amended Plan and Disclosure Statement are
available for free at:

  http://bankrupt.com/misc/Chrysler_2ndAmendedPlan_012210.pdf
  http://bankrupt.com/misc/Chrysler_2ndAmendedDS_012210.pdf

The hearing to consider confirmation of the Plan is currently set
to commence March 16, 2010, at 10:00 a.m., Eastern Time.
Confirmation objections are due March 2.  Deadline for submitting
ballots to accept or reject the Plan is also on March 2.

Assuming that the requisite votes to accept the Plan are received,
the applicable requirements under the Bankruptcy Code are met and
the other conditions to the confirmation of the Plan are
satisfied, the effective date of the Plan currently is expected to
occur on or before March 31, 2010.

The Joint Plan provides for the liquidation of the Debtors'
remaining assets and the implementation of certain restructuring
transactions and other agreements.  As of the effective date of
the Plan, each of the Debtors will cease to exist, and the
Liquidation Trust Assets will be transferred to and vest in the
Liquidation Trust free and clear of all Liens, Claims and
Interests.

The Debtors, according to their Plan, will not be paying the
initial $4 billion loan it availed from the U.S. government
through the Troubled Asset Relief Program in January 2008.
Unsecured creditors will not recover anything, unless they vote to
accept the Plan and the Daimler Litigation will bring in more than
$25 million.  The Daimler Litigation was commenced by the Official
Committee of Unsecured Creditors on August 17, 2009, against
certain Daimler Parties for intentional and constructive
fraudulent transfer, unjust enrichment, corporate alter ego and
breach of fiduciary duty.

                     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: Dealerships to Seek Arbitration
---------------------------------------------
Bryce G. Hoffman and David Shepardson at The Detroit News report
that more than 1,300 General Motors Co. and Chrysler Group LLC
dealers forced to give up their franchises during the companies'
bankruptcy reorganizations are challenging those decisions under a
new law that allows them to seek arbitration.

The deadline to file arbitration requests was midnight Monday.
Detroit News reports that more than 50 Michigan dealers had done
so by Monday afternoon.  Detroit News cited India Johnson, senior
vice president of the American Arbitrators Association, who was
tallying the submissions.

Detroit News relates Terry Burns, executive vice president of the
Michigan Automobile Dealers Association, said dealers must
convince the arbitrator that businesses remain viable -- a real
challenge, considering that some stores already have been closed
for months and those that remain open are struggling in the face
of one of the biggest downturns in the industry's history.

Detroit News says the Michigan Automobile Dealers Association was
counseling any dealer who might want to challenge a closure order
to file to keep that option open.  According to the report, some
already have reconsidered, so the actual number that goes to
arbitration likely will be lower.

Detroit News also reports GM Chairman and CEO Edward Whitacre Jr.
said Monday that 500 to 600 GM dealers have appealed.  According
to Detroit News, Mr. Whitacre said this month that GM is likely to
reinstate "hundreds of dealers," but then backpedaled and said it
could be as few as 100.  Detroit News observes Mr. Whitacre has
taken a more conciliatory approach to the dealer issue,
acknowledging GM likely made some mistakes in its dealer closings,
and said any reinstatement decisions will not threaten the
company's restructuring.

Detroit News also reports a source close to Chrysler said
arbitrations could end up costing the company "hundreds of
millions of dollars" and pose new challenges for dealers that were
not ordered to close their doors.  That is because Chrysler
transferred some of the franchises it closed to other dealers --
in some cases on the same street.

"It could be worse than going backward," that person said,
according to Detroit News.  "The retained dealers, the ones we
chose to go forward with, are going to be put into a tough
position."

Detroit News recalls GM and Chrysler ordered the closures last
year as part of their Chapter 11 bankruptcy reorganizations.
Their aim was to better match dealer bases with dramatically
reduced shares of the U.S. auto market and make it easier for
those dealerships that remained to turn a profit.

Detroit News relates GM says 2,000 dealers it ordered to close are
eligible for arbitration.  Of those, 1,300 were ordered to close
outright and 700 are losing at least one GM brand.  Dealerships
that sell only one of the four brands that GM is closing --
Saturn, Saab, Hummer or Pontiac -- cannot appeal.

Detroit News notes GM already has reversed its decisions on about
80 dealers.  It also set aside $600 million to compensate dealers
ordered to close and gave them until October of this year to wind
down.

According to Detroit News, the legislation also applies to 789
dealerships that Chrysler closed in June, or one-quarter of its
network.  Unlike GM, Detroit News continues, Chrysler heard no
appeals, offered dealers no cash compensation and gave them just a
month to close their doors.  But people familiar with the
situation, according to Detroit News, estimated that 80% of those
dealers are still in business, either selling other brands or used
cars.

Detroit News says Chrysler CEO Sergio Marchionne during a
roundtable interview last week at the North American International
Auto Show in Detroit said the closings were a good decision in
hindsight, and it was "fair and equitable and designed to yield a
healthier distribution network for Chrysler."

                     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)

                       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)


CIMINO BROKERAGE: Cash Collateral Hearing Set for March 5
---------------------------------------------------------
The Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California will continue to consider Cimino
Brokerage Company's cash collateral use at a hearing on March 5,
2010, at 2:00 p.m. at San Jose Courtroom 3020.

The Court authorized, on an interim basis, the Debtor to access
Temple-Inland, Inc. cash collateral; and grant adequate protection
to TIN.

The Debtor would use the money to fund its Chapter 11 case and pay
suppliers and other parties.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the TIN a replacement lien on
postpetition assets derived.  The replacement lien will be
subordinate to the (i) compensation and expense reimbursement
allowed to a trustee in any successor Chapter 7 case; and (ii)
fees payable to the U.S. Trustee.

                    About Cimino Brokerage

Salinas, California-based Cimino Brokerage Company, a California
general partnership -- aka Cimino Brothers Produce and dba Cimino
Brothers Produce -- was founded over 15 years ago by the Cimino
family, which has been in the agricultural business since 1895.
The Debtor is currently owned 50% by Vincent Cimino, 25% by Armand
Cimino and 25% by Stephanie Cimino.  The Company is a year-round
grower, shipper and distributor of fresh vegetables and
fruits, primarily broccoli.  The Company, through its Mexican
wholly-owned subsidiary (Cimino Brothers Produce Mexico S.A. de
C.V. is the creator of the Asian Cut Crown broccoli category, and
has developed the largest national network of Asian foodservice
distributors and customers in the nation.  The Company's
administrative operations are carried out from its facilities in
Salinas, California.  The Company's primary cooling facilities in
the United States are located in Laredo, Texas.

The Company filed for Chapter 11 bankruptcy protection on
November 24, 2009 (Bankr. N.D. Calif. Case No. 09-60291).  Todd M.
Arnold, Esq., at Levene, Neale, Bender, Rankin, and Brill assists
the Company in its restructuring effort.  The Company listed
US$10,000,001 to US$50,000,000 in assets and US$10,000,001 to
US$50,000,000 in liabilities.


CINEMA FUSION: Loan Default Prompts Chapter 11 Filing
-----------------------------------------------------
Sherri Cruz at Orange County Business relates Cinema Fusion filed
for Chapter 11 bankruptcy listing debts of between $1 million and
$10 million.  The Chapter 11 filing came a month after the Company
defaulted on its debt, according to the report.  Cinema Fusion
operates movie theaters at The Shops at Anaheim GardenWalk.

The Company's developer, Excel Realty Holdings, is in talks with
an arm of Citigroup Inc. to rework the terms of its loan.  The
Company has not paid more than $188 million in debt since
September last year.


CNG HOLDINGS: Moody's Assigns Corporate Family Rating at 'B3'
-------------------------------------------------------------
Moody's has assigned a B3 Corporate Family Rating to CNG Holdings,
Inc., and a B3 senior secured debt rating to the $200 million
Senior Secured Notes issued by the company, with a stable outlook.

CNG's ratings reflect the company's credit strengths, including an
extensive and well-established retail network providing financial
services to the un-banked and under-banked population,
particularly in the U.S. (#4 position), where the company
maintains 1,066 stores in 28 states, and to a lesser degree in the
U.K. (#2 position), where the company currently maintains 140
stores and plans considerable further growth over the next several
years.  CNG's credit strengths also include the company's
experienced, long-tenured management team, as exemplified by
President David Davis (14 years) and EVP/Founder Jared Davis (15
years).  In addition, the company enjoys solid underlying demand
fundamentals from large un-banked/under-banked populations in both
the U.S. (~ 60 million adults or ~ 25% of the U.S. population) and
the U.K. (~ 8.4 million or ~ 14% of the population).  Finally, the
company will have a long average debt maturity profile post-
issuance of the Senior Secured Notes, which will have a 5-year
term.

Balancing these strengths are a number of credit challenges facing
CNG, including material ongoing political, regulatory, and
litigation risks, particularly in the company's U.S. payday
lending business.  These risks may become even more pronounced
going forward given currently pending financial and regulatory
reform initiatives, including the potential establishment of a
Consumer Financial Protection Agency with purview over mortgages,
credit cards, and payday loans.  Such risks are accentuated by
CNG's heavy revenue and earnings concentration in US payday
lending which currently comprises approximately 80% of CNG's
consolidated revenues.  This is a significant risk factor, in
Moody's view, given the political and regulatory pressure being
felt by this industry.  This is partially mitigated by CNG's
growing international operations (UK), which are adding profitable
geographic diversification with good growth prospects.

The company's additional credit challenges are reflected in CNG's
high leverage as well as debt service metrics such as adjusted
EBIT/interest expense, which are indicative of a low single-B
rating; a privately held ownership structure which limits
financial flexibility; the inherently high credit risk profile of
CNG's customer base, and limited asset coverage for the Senior
Secured Notes noteholders after giving effect to the first
priority secured position of the bank revolving credit facilities.

The continuing political risks pertaining to this sector have been
incorporated into CNG's B3 ratings and stable outlook.
Legislative initiatives (such as those underway in Illinois and
Wisconsin) could potentially be more disruptive to CNG's
profitability and coverages than expected, therefore representing
a performance uncertainty that materially constrains the rating.

CNG is headquartered in Cincinnati, OH, and issued these Senior
Secured Notes as part of a recent global refinancing in the
ordinary course of business.


CNG HOLDINGS: S&P Assigns 'B' Counterparty Credit Rating
--------------------------------------------------------
On Jan. 25, 2009, Standard & Poor's Rating Services assigned its
'B' long-term counterparty credit rating to Cincinnati, Ohio-based
CNG Holdings Inc.  At the same time, S&P assigned its 'B' senior
secured debt rating to the company, with a recovery rating of '3'.
The outlook is stable.

S&P's ratings on CNG are based on the company's negative tangible
equity, inconsistent earnings, and moderate interest coverage.
CNG's payday-loan product concentration and its reliance on third
parties to fund loans in Texas also limit the rating.  The
moderate credit risk inherent in payday lending, favorable
consumer demand for payday lending products, and operational
advantages relative to smaller competitors partly offset the
weaknesses.

The high cost and incidence of customer refinancing associated
with payday loans continue to draw scrutiny from government
officials and consumer groups.  Potential legislative actions in
Ohio, Arizona, and Maryland related to short-term consumer loans
are likely to reduce or eliminate CNG's earnings from those
states.  But regulatory actions also tend to hurt smaller
competitors, enabling larger lenders, such as CNG, to gain market
share.

As S&P enters 2010, management views the North American market as
mature; thus, much of CNG's plan for growth is dependent on
growing its overseas operations in the U.K. Currently, the U.K.
operations' contribution to EBITDA is negligible.  However, S&P
believes CNG's focus on rapid overseas growth entails significant
strategic and operational risk.

The stable outlook balances the performance and adequate cash flow
of the firm's U.S. operations against the operational risk of
management's U.K. expansion plans.  S&P could raise the rating if
the company can expand its overseas business while maintaining
adequate profitability and leverage.  S&P could lower the rating
if leverage -- measured by cash-flow coverage of debt and interest
-- rises because of decreased cash flow or increased debt, or due
to material adverse legal/regulatory actions.


COACHMEN INDUSTRIES: Unit Has Deal to Build College Residence Hall
------------------------------------------------------------------
Mod-U-Kraf Homes, LLC, a subsidiary of Coachmen Industries, Inc.
on January 18, 2010, entered into a contract with a private
liberal arts college for the construction of a new residence hall
at the college's campus in Virginia.

The terms of the contract call for the Company to design, build
and deliver the project to specifications that will enable the new
residence hall, when completed, to qualify for LEED Silver
designation.  The total contract price for design, construction,
delivery, and finish of the new residence hall is approximately
$4.5 million.  Work on the project is to begin immediately, and
will be substantially completed by the Company before August 2010.

The Company anticipates that the bulk of the revenue for this
project will be recognized by the end of the second quarter of
2010.

                  About Coachmen Industries

Coachmen Industries, Inc., doing business as All American Group,
is one of America's premier systems-built construction companies
operating under the ALL AMERICAN BUILDING SYSTEMS(R), ALL AMERICAN
HOMES(R) and MOD-U-KRAF(R) brands, as well as a manufacturer of
specialty vehicles through a joint venture with ARBOC Mobility,
LLC. All American Group is a publicly held company with stock
quoted and traded on the over-the-counter markets under the ticker
COHM.PK.

All American Group includes All American Homes, LLC and Mod-U-
Kraf, LLC, which combined are one of the nation's largest builders
of systems-built residential homes.  Models range from single-
story ranches to spacious two-story colonials to beautifully
rustic log homes, under the Ameri-Log(R) brand.  A line of solar
homes that can generate low to zero energy bills is available
under the Solar Village(R) brand.  All American Building Systems,
LLC, builds large scale projects such as apartments, condominiums,
dormitories, hotels, military and student housing.  The Company's
construction facilities are located in Colorado, Indiana, Iowa,
North Carolina and Virginia.

                        *     *     *

In March 2009, Coachmen's independent public accounting firm,
Ernst & Young LLP, said that despite the Company's sale of the
assets related to its RV Segment, its recurring net losses and
lack of current liquidity raise substantial doubt about its
ability to continue as a going concern.

Coachmen said its ability to continue as a going concern is highly
dependent on its ability to obtain financing or other sources of
capital.


COINMACH SERVICE: S&P Raises Corporate Credit Rating to 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Plainview, New York-based Coinmach Service Corp.
to 'B-' from 'CCC'.  CSC recently completed the exchange of its
subordinate notes to payment-in-kind preferred equity securities
in late December 2009, improving its liquidity position by
eliminating accrued cash interest payments.

At the same time, S&P raised its issue-level ratings on CSC's
senior secured bank debt to 'B' from 'CCC+'.  The debt consists of
a $50 million revolving credit facility due 2013, a $50 million
delay draw term loan due 2014, and a $725 million term loan due
2014.  The recovery rating remains '2', indicating S&P's
expectation of substantial (70%-90%) recovery for lenders in the
event of a payment default.

The outlook is stable.  S&P estimate that CSC had about
$1.2 billion in balance sheet debt outstanding (including about
$271 million in PIK-preferred stock) at the completion of the
exchange.

"The rating action reflects S&P's belief that liquidity has
improved following the exchange of the company's remaining
outstanding subordinated notes due 2015 for PIK-preferred
securities," said Standard & Poor's credit analyst Christopher
Johnson.  S&P estimates that the entire transaction, including the
partial exchange dated Sept. 30, 2009, of about $40.9 million in
senior subordinated debt for PIK-preferred securities and the
conversion of the company's outstanding $186 million 10.125%
senior unsecured notes due 2015 to PIK interest through November
2012, will result in annual cash interest savings of about
$45 million, thereby restoring positive free cash flow.  In
addition, S&P believes the entire conversion of the senior
subordinated notes will result in lower covenant defined debt and
adequate covenant cushion of greater than 15% on the company's
maximum leverage covenant over the next year.

"Still," added Mr. Johnson, "leverage remains very high, and S&P
believes that beyond 2012, the company will again need to address
the cash interest burden associated with its highly leveraged
capital structure."  S&P estimates that pro forma for the
transaction, adjusted debt to EBITDA (including S&P's standard
adjustments for operating leases and 100% debt treatment of the
company's outstanding PIK-preferred equity securities totaling
about $271 million) was about 9.6x compared with a ratio of about
9.4x for the 12 months ended Sept. 30, 2009.


COLONIAL BANCGROUP: Can Access Cash on Hand to Pay Bills
--------------------------------------------------------
Russell Hubbard at The Birmingham News says the U.S. Bankruptcy
Court in Montgomery authorized Colonial BancGroup to use cash on
hand to pay bills.  The Company said it is operating on a monthly
budget of $95,000.  The Company board members are collecting
$6,000 a month in compensation.

                   About The Colonial BancGroup

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

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


COMMERCIAL VEHICLE: Delays Planned Sale of $2-Mil. in Securities
----------------------------------------------------------------
Commercial Vehicle Group, Inc., has filed with the Securities and
Exchange Commission Amendment No. 2 to Form S-3 REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933 to delay the effective
date of its registration statement related to the primary offering
by the Company of $200,000,000 in debt or equity securities.

CVG said selling stockholders may offer and sell up to 344,014
shares of the Company's common stock from time to time under the
prospectus, which shares are issuable upon exercise of warrants
held by selling stockholders.  CVG will not receive any proceeds
from the sale of common stock by the selling stockholders.

A full-text copy of Amendment No. 2 is available at no charge at:

                http://ResearchArchives.com/t/s?4e42

                   About Commercial Vehicle Group

New Albany, Ohio-based Commercial Vehicle Group, Inc., (Nasdaq:
CVGI) supplies fully integrated system solutions for the global
commercial vehicle market, including the heavy-duty truck market,
the construction and agricultural markets, and the specialty and
military transportation markets.  The products include static and
suspension seat systems, electronic wire harness assemblies,
controls and switches, cab structures and components, interior
trim systems (including instrument panels, door panels,
headliners, cabinetry and floor systems), mirrors and wiper
systems specifically designed for applications in commercial
vehicles.  The Company has facilities located in the United States
in Arizona, Indiana, Illinois, Iowa, North Carolina, Ohio, Oregon,
Tennessee, Virginia and Washington and outside of the United
States in Australia, Belgium, China, Czech Republic, Mexico,
Ukraine and the United Kingdom.

At September 30, 2009, the Company had $275.3 million in total
assets against $281.4 million in total liabilities, resulting in
stockholders' deficit of $6.1 million.

                           *     *     *

In September 2009, Standard & Poor's Ratings Services raised its
corporate credit rating on Commercial Vehicle Group to 'CCC+' from
'SD' (selective default).  S&P also raised its rating on the
company's 8% senior unsecured notes to 'CCC' from 'D' (default).
The recovery rating on this debt is unchanged at '5', indicating
that lenders can expect modest (10% to 30%) recovery in the event
of a payment default.

In August 2009, Moody's changed Commercial Vehicle Group's
probability of default rating to Caa2/LD following the company's
exchange of roughly $52.2 million of 8.0% notes.  Moody's
considers this transaction a distressed exchange due to the nature
of the capital restructuring as well as CVGI's weak credit
profile.  The LD designation signifies a limited default.  The PDR
will be changed to a Caa2 rating and the LD rating will be removed
after three days.


COMMONWEALTH EDISON: Fitch Raises Issuer Default Rating From 'BB+'
------------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Ratings and
instrument ratings of Commonwealth Edison Company and affirmed the
ratings of Exelon Corp. and subsidiaries Exelon Generation
Company, LLC, and PECO Energy Company.  The Rating Outlook for all
entities is Stable.

Fitch has upgraded these ratings:

Commonwealth Edison Company

  -- Long-term IDR to 'BBB- from 'BB+';
  -- First mortgage bonds to 'BBB+' from 'BBB';
  -- Senior unsecured debt to 'BBB' from 'BBB-';
  -- Preferred stock to 'BB+' from 'BB';
  -- Short-term IDR to 'F3' from 'B';
  -- Commercial paper to 'F3' from 'B'.

Comed Financing Trust III

  -- Preferred stock to 'BB+' from 'BB'.

Fitch has affirmed these ratings:

Exelon Corp.

  -- IDR at 'BBB+';
  -- Senior unsecured debt at 'BBB+';
  -- Commercial paper at 'F2';
  -- Short-term IDR at 'F2'.

Exelon Generation Co., LLC

  -- IDR at 'BBB+';
  -- Senior unsecured debt at 'BBB+';
  -- Commercial paper at 'F2';
  -- Short-term IDR at 'F2'.

PECO Energy Co.

  -- IDR at 'BBB+';
  -- First mortgage bonds at 'A';
  -- Preferred stock at 'BBB';
  -- Commercial paper at 'F2';
  -- Short-term IDR at 'F2'.

PECO Energy Capital Trust III

  -- Preferred stock at 'BBB'.

PECO Energy Capital Trust IV

  -- Preferred stock at 'BBB'.

The upgrade of Comed reflects the financial improvement achieved
over the past year, a more settled regulatory and legislative
environment in Illinois and moderate capital expenditures that
should limit future external funding requirements.  In addition,
the power procurement process in Illinois is progressing as
expected and Comed has no commodity price exposure.  The financial
improvement realized in 2009 is due in large part to a
$274 million rate increase effective October 2008 and lower
interest expense that more than offset reduced demand driven by
the poor economic climate and mild weather.

Going forward credit measures should benefit from recently
implemented cost controls and legislation enacted in 2009 that
provides Illinois utilities the ability to adjust their rates
annually, through a rider mechanism, to reflect increases or
decreases in annual uncollectible accounts from 2008 and beyond.
Comed under-collected approximately $26 million in 2008 and
approximately $32 million during the nine months ended Sept. 30,
2009.  On Sept. 8, 2009, the company filed a proposed tariff to
recover the bad debt expense in accordance with the legislation
and on Jan. 14, 2010, the Administrative Law Judge issued a
proposed order adopting the proposed tariffs.  An Illinois
Commerce Commission order is expected in early February.

The lingering effect of the economic recession on delivery
revenues and future rate filings are the primary credit concerns.
Comed is expected to file for a rate increase later this year with
new rates effective in 2011.  The timing of the rate filing and
results could be affected by the current economic environment.
Also, while Fitch anticipates a slow economic recovery in 2010,
electricity demand is likely to remain below historical levels.

The affirmation of EXC's ratings reflects the company's strong
consolidated financial profile, the credit quality and earnings
capacity of its largest subsidiary and primary source of cash
flow, Exgen, which operates a low cost and low emission
competitive electric generation business, as well as the earnings
stability of its two regulated utility subsidiaries, PECO and
Comed, and disciplined financial management.

The ratings of Exgen are supported by very strong credit ratios,
the favorable competitive position of its wholesale electric power
business and a three-year forward hedging strategy that limits
earnings and cash flow volatility.  The ratings also consider the
strong liquidity provided by the company's $4.8 billion bank
credit facility, which matures in 2012.  The financial hedge
targets are 90%-98% of expected generation in year one, 70%-90% in
year two and 50%-70% in year three.  Approximately 90% of Exgen's
electricity production is derived from base load nuclear
facilities that are low on the dispatch curve and stand to benefit
from any new legislation limiting greenhouse gas emissions.
Although financial measures are expected to trend downward in
2010, they remain far superior to its peer group of wholesale
generation companies and to Fitch's rating guidelines.  The
expected downtrend in financial ratios reflects relatively weak
forward power prices as well as rising capital expenditures
associated with a discretionary nuclear uprate program.  In 2011,
lower power prices are mitigated by the expiration of a below
market contract with affiliate PECO.

The ratings of PECO reflect solid financial measures and the
absence of commodity price exposure.  Also, concerns over
legislative interference into the transition to market-based rates
beginning in 2011 have abated with the completion and regulatory
approval of the initial solicitations for 2011 power supply and a
decline in power prices.  There are no pending legislative or
regulatory initiatives to limit recovery of power procurement
costs and all procurement costs are expected to be recovered from
customers on a timely basis.  The ratings also consider a rising
capital expenditure program largely attributable to plans to
invest approximately $225 million over the next three years (2010-
2012) in smart meters (net of a $125 million federal stimulus
grant).  Over the next 10-15 years PECO plans to invest
$650 million for advanced metering infrastructure, including
$100 million over the next three years for smart grid investments.
The advanced metering is required by Act 129, which provides for
cost recovery through a surcharge, including a return on
investment.  The smart grid investments will be recovered through
traditional transmission and distribution rate cases.


COPPERFIELD INVESTMENTS: Claimant Denied Derivative Standing
------------------------------------------------------------
WestLaw reports that a claimant that sought to pursue avoidance
and other claims on the behalf of a Chapter 11 estate could not
show an injury-in-fact resulting from the plan administrator's
failure to bring the proposed claims, since the claimant, which at
most held an equity interest on which no distribution was to be
made under the confirmed plan, had no right to share in the
proceeds of the proposed claims or other sufficient financial
interest in the outcome of the proposed litigation.  Therefore,
the claimant lacked Article III standing to move for derivative
standing to prosecute the litigation on the estate's behalf.  In
re Copperfield Investments, LLC, --- B.R. ----, 2010 WL 92492
(Bankr.E.D.N.Y.)

Copperfield Investments, LLC, a mortgage servicer located in
Jericho, N.Y., sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 07-71327) on April 17, 2007.  Roy J. Lester,
Esq., at Lester & Associates, P.C., represents the Debtor.  When
it filed for bankruptcy, the Debtor reported $140,047,500 in total
assets and $95,000,000 in total debts.  David Pauker, in his
capacity as the Debtor's Chapter 11 Trustee, successfully
prosecuted a chapter 11 plan to confirmation in early 2009.


CREDIT ACCEPTANCE: S&P Assigns 'BB-' Senior Secured Debt Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BB-' senior secured debt rating to Credit Acceptance Corp.'s
$225 million senior secured notes.

Credit Acceptance's adequate collateral afforded by assets not
sold to securitizations and the firm's strong leverage and
interest-coverage metrics support S&P's rating on the firm's
$225 million of senior secured notes.  Credit Acceptance has been
consistently profitable and its management has crafted a strategy
that provides a buffer against competitive threats.  The firm's
monoline business profile, concentration in lending to deep
subprime customers, and concentrated ownership partially offset
its strengths.

With $1.2 billion in assets and $452 million of equity as of
Sept. 30, 2009, Credit Acceptance is smaller than peers,
particularly compared to those with a nationwide franchise.
Maintenance covenants requiring that Credit Acceptance maintain
asset coverage on the notes of 1.25x and overall leverage of 3.25x
enhance S&P's view of the notes.  At the end of third-quarter 2009
the firm's overall ratio of debt to adjusted total equity, at
1.2x, is strong for the rating.  Its earnings have also remained
robust through the severe recession, with return on average assets
improving to an annualized rate of 12.1% through the first nine
months of 2009 from 6.0% in 2008.  S&P expects coverage levels to
exceed significantly the levels stipulated in the debt covenants,
and the firm's strong earnings to continue to provide sufficient
cushion against modest changes in asset quality.

Credit Acceptance's concentration in deep subprime lending and its
dependence on wholesale funding partly offset these strengths.
The founder and Chairman of the Board, Donald A.  Foss, owns the
majority of shares of the company.  This presents key man,
succession, and governance risks because of the power
concentration.

                           Ratings List

                      Credit Acceptance Corp.

      Counterparty Credit Rating                BB-/Stable/--
      $225 Million Sr. Secured Notes            BB-


DESIGNER LICENSE: Taps Goldberg Weprin as Bankruptcy Counsel
------------------------------------------------------------
Designer License Holding Company, LLC, asks the U.S. Bankruptcy
Court for the Southern District of New York for permission to
employ Goldberg Weprin Finkel Goldstein LLP as counsel.

Goldberg Weprin will, among other things:

   -- provide the Debtor with necessary legal advice in connection
      with the operation and rehabilitation of its business during
      the Chapter 11 proceedings and its responsibilities and
      duties as a debtor-in-possession;

   -- represent the Debtor in all Court proceedings before the
      Court; and

   -- prepare all necessary legal papers, petitions, orders,
      applications, motions, reports and plan documents on behalf
      of the Debtor.

Kevin J. Nash, a member of Goldberg Weprin, tells the Court that
prepetition, the firm received a $20,000 retainer plus an advance
$3,000 for disbursements.

The hourly rates of Goldberg Weprin's personnel are:

     Partners              $300 - $495
     Associates            $200 - $400

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

Mr. Nash can be reached at:

     Goldberg Weprin Finkel Goldstein LLP
     1501 Broadway, 22nd Floor
     New York, NY 10036
     Tel: (212)-301-6944
     Fax: (212) 422-6836

New York City based, Designer License Holding Company, LLC filed
for Chapter 11 on December 31, 2009, (Bankr. S.D. N.Y. Case No.
09-17661).  In its petition, the Debtor listed assets and debts
both ranging from $10,000,001 to $50,000,000.


DESIGNER LICENSE: U.S. Trustee Picks 3-Member Creditors Panel
-------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 case of Designer License Holding Company, LLC.

The Creditors Committee members are:

1. Labels Inter-Global Inc.
   Attn: Steve Ziangos
   109 W. 38th Street No. 701
   New York, NY 10018
   Tel. 212-398-0006

2. SEJ Group Co. Inc.
   Attn: Sam Hamway
   485 7th Ave, Suite 501
   New York, NY 10018
   Tel. 212-643-8500

3. E-Lo Sportswear Inc.
   Attn: Sam Kaplan
   1 Cape May St.
   Harrison, NJ 07029
   Tel. 862-902-5225

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also Attnempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

New York City based, Designer License Holding Company, LLC filed
for Chapter 11 on December 31, 2009, (Bankr. S.D. N.Y. Case No.
09-17661.)  Kevin J. Nash, Esq. at Goldberg Weprin Finkel
Goldstein LLP assists the Debtor in its restructuring effort.  In
its petition, the Debtor listed assets and debts both ranging from
$10,000,001 to $50,000,000.


DESIGNER LICENSE: Section 341(a) Meeting Scheduled for February 4
-----------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in Designer License Holding Company, LLC's Chapter 11 case on
February 4, 2010, at 2:30 p.m.  The meeting will be held at the
Office of the U.S. Trustee, 80 Broad Street, Fourth Floor, New
York City.

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

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

New York City based, Designer License Holding Company, LLC filed
for Chapter 11 on December 31, 2009, (Bankr. S.D. N.Y. Case No.
09-17661).  Kevin J. Nash, Esq., at Goldberg Weprin Finkel
Goldstein LLP assists the Debtor in its restructuring effort.  In
its petition, the Debtor listed assets and debts both ranging from
$10,000,001 to $50,000,000.


DEWITT LEE WEARY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Dewitt Lee Weary, III
                 dba Care Management
               Tamarra Tranaise Weary
                 dba Care Management
                 dba Care Management
               8 Country Lane
               Columbia, IL 62236

Bankruptcy Case No.: 10-30165

Chapter 11 Petition Date: January 25, 2010

Court: United States Bankruptcy Court
       Southern District of Illinois (East St Louis)

Judge: Kenneth J. Meyers

Debtors' Counsel: Donald M. Samson, Esq.
                  Attorney
                  226 W Main St, Suite 102
                  Belleville, IL 62220
                  Tel: (618) 235-2226
                  Email: dnldsamson@yahoo.com

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

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

According to the schedules, the Company has assets of $1,283,754
and total debts of $1,457,405.

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

            http://bankrupt.com/misc/ilsb10-30165.pdf

The petition was signed by the Joint Debtors.


EDWARD MANDEL: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Edward Mandel
        5653 Monterey Drive
        Frisco, TX 75034

Bankruptcy Case No.: 10-40219

Chapter 11 Petition Date: January 25, 2010

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Mark H. Ralston, Esq.
                  Ralston Law Firm
                  2603 Oak Lawn Ave., Suite 230
                  Dallas, TX 75219
                  Tel: (214) 295-6416
                  Fax: (214) 281-8720
                  Email: ralstonlaw@gmail.com

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

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

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

The petition was signed by Mr. Mandel.


EINSTEIN NOAH: Reports Preliminary Financial Results for Q4
-----------------------------------------------------------
Einstein Noah Restaurant Group, Inc., reported preliminary
financial results for the fourth quarter ended December 29, 2009.

For the 13-week period ending December 29, 2009, total revenues
were virtually flat at roughly $103.7 million compared to
$103.9 million in the fourth quarter of 2008.  System-wide
comparable store sales showed sequential improvement in the latest
quarter.  Comparable store sales decreased 1.5%, with a 1.1%
decline in transactions, while Company-owned comparable store
sales decreased 1.8%, including a 1.6% decline in transactions.
Based upon these top-line results, as well as the Company's
expectations for an improvement in gross margins, the Company
expects fourth quarter 2009 EBITDA of between $12.6 million and
$12.9 million.  Excluding any possible impairments, the Company
expects diluted EPS of between $0.22 and $0.23.

The Company also indicated that it redeemed a total of
$5.0 million in Series Z Preferred Stock on December 29, 2009.
This includes the $3.0 million scheduled redemption as well as
an additional $2.0 million redemption.  As of December 29, 2009,
there was $32 million of outstanding Series Z Preferred Stock.
The Company expects $3.9 million of free cash flow in the most
recent quarter.  For the full year, the Company expects
$17.4 million of free cash flow and had $9.9 million of
unrestricted cash.

During the fourth quarter of 2009, the Company opened three new
company-owned Einstein Bros. restaurants, two franchised
restaurants, and nine Einstein Bros. licensed restaurants.

In 2010, the Company anticipates signing 10 to 15 new franchise
development agreements that will develop 42 to 53 new units in the
upcoming years.  This will result in a total of 111 to 122
anticipated units from signed development agreements and the
Company expects to have a remaining pipeline by the end of 2010 of
90 to 97 units.  The Company anticipates having 218 total licensed
restaurants open by the end of 2010.

Jeff O'Neill, Chief Executive Officer and President of Einstein
Noah, stated, "We were pleased to end 2009 on a 'high note' with
what we consider to be strong preliminary quarterly results,
including our best comparable store sales and transaction
performance of the year in what continues to be a challenging
consumer spending environment.  We also continue to reap the
rewards of our ongoing marketing and merchandising initiatives
centered on raising customer awareness, trial, and frequency,
coupled with our disciplined approach to cost control and
operational execution.  We are proud of our ability to increase
our cash flow generation and our commitment to deploying capital
in a manner that can lead to long term value creation. As we move
into 2010, we look forward to building upon our accomplishments as
we position ourselves for an even brighter future."

               About Einstein Noah Restaurant Group

Based in Lakewood, Colorado, Einstein Noah Restaurant Group Inc.
(Nasdaq: BAGL) -- http://www.einsteinnoah.com/-- operates a
a retail chain of quick casual restaurants in the United States,
specializing in foods for breakfast and lunch.  The Company
operates locations primarily under the Einstein Bros.(R) Bagels
and Noah's New York Bagels(R) brands and primarily franchises
locations under the Manhattan Bage(R) brand.  The Company's retail
system consists of more than 600 restaurants, including more than
100 license locations, in 35 states plus the District of Columbia.

As of September 29, 2009, Einstein Noah had total assets of
$213,792,000 against $155,494,000 in total liabilities.  The
September 29 balance sheet showed strained liquidity: the Company
had $36,262,000 in total current assets against $69,956,000 in
total current liabilities.

As of June 30, 2009, the Company had $172.9 million in total
assets; and $186.5 million in total liabilities; resulting in
$13.6 million stockholders' deficit.


EMISPHERE TECHNOLOGIES: Board OKs Salary Hike for Two Executives
----------------------------------------------------------------
The Compensation Committee of the Board of Directors of Emisphere
Technologies, Inc., on January 19, 2010, approved an increase in
salary for each of Michael Garone, the Company's Chief Financial
Officer and Gary Riley, the Company's Vice President, Nonclinical
Development and Applied Biology.  Mr. Garone's compensation for
fiscal 2010 will be $241,644.  Mr. Riley's compensation for fiscal
2010 will be $278,416.

Also on January 19, 2010, the Compensation Committee approved the
grant of 20,000 options to purchase shares of common stock to each
of Mr. Garone and Mr. Riley.  The option grants were made pursuant
to the Company's 2007 Stock Award and Incentive Plan.

              Bankruptcy Warning/Going Concern

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

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

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

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

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

                About Emisphere Technologies

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


EMRISE CORP: Modifies Credit Agreement to Avert Default
-------------------------------------------------------
EMRISE CORPORATION has entered into a material modification to its
credit agreement with its primary lender through June 30, 2010.

In December 2009, the Company did not raise any capital in an
equity offering as required by the Credit Agreement and, further,
believed that it may not be, at December 31, in compliance with a
number of the financial covenants in the Credit Agreement,
including minimum EBITDA, maximum leverage ratio and minimum
liquidity.  Based on these anticipated events of default, the
Borrowers and the Lender began discussions regarding a plan for
payment and a long-term forbearance.  During such discussions, the
Borrowers and Lender entered into two short-term forbearance
agreements.

On January 25, 2010, the Borrowers and the Lender entered into
Amendment Number 8 to Loan Documents, which amends the Credit
Agreement as of December 31, 2009.  Amendment 8 retroactively
removes the requirement to conduct an equity raise that would have
otherwise triggered a default, and certain financial covenants
that may have triggered a default, reduces the monthly principal
payments made on January 1, 2010 and through June 30, 2010, and
requires the sale of certain assets of the Borrowers.

More specifically, Amendment 8 provides for the following
amendments to the Credit Agreement: The financial covenants
related to minimum EBITDA, maximum leverage ratio and minimum
liquidity, as well as the requirement to raise capital through the
issuance of the Company's common stock, have been retroactively
deleted and removed as ongoing obligations of the Borrowers.
Amendment 8 does not remove or alter the maximum capital
expenditure financial covenants.  Lender has the right, after
February 25, 2010, to appoint an outside observer to review the
Borrower's books and records and business operations, with certain
limitations designed to minimize disruption to the business
operations of the Borrowers.  The monthly principal payments of
$287,000 due on the first of each month commencing January 1,
2010, were reduced to $150,000 at January 1, 2010, and bi-weekly
payments of $75,000, beginning on February 1, 2010, through
maturity.  Certain fees (including a $200,000 advisory fee arising
in connection with Amendment 8) and certain expenses (excluding
reasonable attorney fees incurred in connection with Amendment 8)
owed by Borrowers have been deferred until the Maturity Date.
Borrowers agreed to sell certain assets, and will retain a
percentage of the proceeds of some of such sales for working
capital and will use the remaining proceeds to pay down the
obligations owed to the Lender.  Amendment 8 provides for certain
milestone events related to the sales process.  Failure to achieve
these milestones can result in a default under the Credit
Agreement.  Borrowers are also obligated to provide financial
information and status reports to the Lender on a regular basis.
Finally, Borrowers agreed to release Lender from potential claims.

The practical effect of Amendment 8 is to provide a forbearance by
the Lender through the Maturity Date on the equity raise default
and the possible financial covenant defaults that was and may have
been otherwise triggered under the Credit Agreement as of
December 31, 2009, and allows the Company sufficient time to sell
certain assets in order to pay down its obligations to the Lender.
The Company believes that net proceeds from the sales of assets
contemplated by Amendment 8 will be sufficient to pay the
obligations owed to Lender in full.

If a new event of default were to occur, including the failure to
achieve any of the milestones, the Lender could accelerate the
debt and exercise its rights and remedies under the Credit
Agreement, which could include a foreclosure on the assets of the
Borrowers before the contemplated asset sales could be completed.
There can be no assurance that the Company will be able to
successfully sell the contemplated assets in the agreed time
frames and/or at prices sufficient to satisfy the debt owed to
Lender, if at all.  Even if the Company does successfully sell the
contemplated assets and pay the obligations owed to the Lender in
full, the ongoing revenues of the Company will be substantially
reduced which could have a material adverse affect on the
Company's operations and financial condition.

                     About EMRISE Corporation

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


ENERGY XXI: Moody's Upgrades Corporate Family Rating to 'Caa1'
--------------------------------------------------------------
Moody's Investors Service upgraded Energy XXI Gulf Coast, Inc.'s
Corporate Family Rating to Caa1 from Caa2 and assigned a Caa1
rating to the company's $338 million 16% Second Lien Junior
Secured Notes due 2014.  Moody's affirmed the Caa3 rating on
Energy XXI's $276.5 million senior unsecured notes due 2013 and
the Speculative Grade Liquidity rating remains SGL-3.  The rating
outlook is stable.

"Energy XXI's recent equity funded acquisition meaningfully
increased the company's reserves and production base and improved
its leverage metrics," commented Pete Speer, Moody's Vice
President.  "However, the company's property base remains very
concentrated in a few fields in the shallow water Gulf of Mexico."

The company acquired MitEnergy Upstream LLC's ownership interests
in certain Gulf of Mexico properties for $259 million in cash plus
the assumption of $47 million of abandonment liabilities.  The
acquired property interests currently produce approximately 8,000
barrels of oil equivalent per day and hold an estimated
22.9 million boe of proved reserves that are 77% oil.  The
acquisition cost is approximately $38,000/boe of daily production
and $17/boe of proved reserves, including $77.1 million of
estimated future development costs.

In December 2009, Energy XXI issued common stock and $110 million
of 7.25% convertible perpetual preferred stock, for total net
proceeds of $276.1 million.  With the acquisition nearly all
equity funded (we treat the preferred stock as 75% equity), the
company's leverage on production and proved developed reserves was
reduced to around $30,000/boepd and $15/boe.  These leverage
metrics are much improved, but are still high relative to higher
rated E&P peers.

The acquisition adds production and reserves in Energy XXI's
existing property holdings, increasing its current production by
42% and proved reserves by 37%.  The company's production will be
67% oil, a higher proportion than most Gulf of Mexico focused
peers that will be beneficial in the current oil and natural gas
price environment.  However, the acquisition does not provide any
diversification benefits and Energy XXI will have over 55% of pro
forma production concentrated in two fields in relatively close
proximity in the Gulf of Mexico.

The Caa1 second lien junior secured notes rating and Caa3 senior
unsecured notes rating reflect both the overall probability of
default of Energy XXI, to which Moody's assigns a PDR of Caa1, and
a loss given default of LGD 4 (54%) and LGD 5 (86%), respectively.
The company is finalizing a borrowing base redetermination
following the acquisition and expects to have a $350 million
borrowing base on the senior secured revolving credit facility.
The second lien junior secured notes are subordinate to the
secured credit facility but will have a priority claim to the
company's assets over the senior unsecured notes.  Therefore the
senior unsecured notes are notched two ratings beneath the Caa1
CFR under Moody's Loss Given Default Methodology, while the second
lien junior secured notes are rated the same as the Caa1 CFR.

The last rating action on Energy XXI was on November 19, 2009,
when Moody's upgraded the CFR to Caa2 from Caa3 and the senior
unsecured notes to Caa3 from Ca following the company's completion
of its debt exchange.

Energy XXI Gulf Coast, Inc., is an independent exploration and
production company based in Houston, Texas, and is an indirect
wholly owned subsidiary of Energy XXI (Bermuda) Limited.


EQUINOX HOLDINGS: Moody's Cuts Rating on Senior Notes to 'B2'
-------------------------------------------------------------
Moody's Investors Service changed the rating on Equinox Holdings,
Inc.'s (Equinox) proposed senior secured notes due 2016 that was
assigned on January 15, 2010.  Specifically, the senior secured
notes were lowered to B2 from B1 based on the effects of a change
in the capital structure by the company.  The proposed senior
secured notes have been increased in size to $425 million from
$400 million while the proposed HoldCo PIK notes have been
reduced.  Although this change does not impact the total amount of
debt or the corporate family rating, it does impact the proportion
of senior secured debt in the capital structure.  The impact of
this change, based on Moody's Loss Given Default methodology,
results in a lowering of the senior secured notes rating to B2
from B1.

This rating has been changed:

* $425 million of Senior Secured Notes due 2016 to B2 (LGD3, 35%)
  from B1 (LGD 3, 32%).

These ratings are unchanged:

* Corporate Family Rating at B3;
* Probability of Default Rating at B3.

The ratings on the proposed notes are subject to Moody's
satisfactory review of the final documentation.

The last rating action was on January 15, 2010, when Moody's
assigned a B1 rating to Equinox's proposed $400 million of senior
secured notes due 2016.  Concurrently, Moody's also affirmed
Equinox's B3 corporate family rating and B3 probability of default
rating.

Headquartered in New York, Equinox Holdings, Inc., is an operator
of high-end full-service fitness clubs that offer an integrated
selection of Equinox-branded programs, services and products.
Revenues for the twelve month period ended September 30, 2009,
were approximately $344 million.


EXPRESS ENERGY: Moody's Withdraws 'Ca' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Express
Energy Services Operating, LP, following the joint plan of
reorganization under Chapter 11 of the United States Bankruptcy
Code with the United States Bankruptcy Court for the Southern
District of Texas.  Under the plan, which is effective, all of the
obligations owed to the 75 secured lenders, $330 million including
unpaid interest have been converted to equity in the new company.
The new Express Energy Services is essentially debt free.

The ratings being withdrawn are:

* Corporate Family Rating -- Ca
* Probability of Default Rating (PDR) -- D
* First Lien senior secured term loan -- Ca, LGD 4 (69%)
* First Lien senior secured revolver -- Ca, LGD 4 (69%)

The last rating action was on July 8, 2009, when Moody's
downgraded Express' CFR to Ca from Caa2, PDR to D from Caa3 and
the senior secured debt ratings to Ca from Caa2.

Express Energy Services Operating, LP, is headquartered in
Houston, TX.


EXTENDED STAY: Cerberus, et al., Wants Five Mile Suit to Stay
-------------------------------------------------------------
Cerberus Capital Management LP and Centerbridge Partners LP ask
the U.S. District Court for the Southern District of New York to
uphold a Bankruptcy Court decision denying the transfer of a
lawsuit filed by Five Mile Capital II SPE ESH LLC.

Representing the Cerberus Plaintiffs, Gregg Weiner, Esq., at
Fried Frank Harris Shriver & Jacobson LLP, in New York, asserts
that Five Mile's Lawsuit "constitutes a related to proceeding
over which the Bankruptcy Court has jurisdiction."

Mr. Weiner maintains that the Bankruptcy Court properly
scrutinized the Lawsuit in the context of the Chapter 11 cases of
Extended Stay Inc. and its affiliated debtors, including the
impact Five Mile's claims for equitable relief would have on the
Bankruptcy Court's duty to oversee the bankruptcy process and the
Debtors' ability to successfully reorganize.

"The propriety of the Bankruptcy Court's holding that [the Five
Mile Lawsuit] is a core proceeding is underscored by Five Mile's
admissions regarding the true end-goal of this litigation -- to
dictate the parties with whom the Debtors may, and may not,
discuss potential debt restructuring alternatives as part of the
ongoing reorganization process, thereby influencing how parties
behave in the bankruptcy cases," Mr. Weiner says in a statement
filed in the District Court, on behalf of the Cerberus
Plaintiffs.

The Debtors also assert that the Bankruptcy Court rightfully
denied the proposed transfer of the Five Mile Lawsuit.
"Five Mile does not dispute that the relief it seeks is intended
to control the negotiation of a plan of reorganization in the
Debtors' bankruptcy cases," Howard Comet, Esq., at Weil Gotshal &
Manges LLP, in New York, contends on behalf of the Debtors.

The Cerberus Plaintiffs issued the statements after Five Mile
appealed to the District Court of the Bankruptcy Court's
decision.  Five Mile wants the District Court to determine
whether or not the Bankruptcy Court erred when it denied the
transfer of its lawsuit and allowed the Debtors to intervene in
the lawsuit on grounds that it is a core proceeding.

Five Mile sued Cerberus, Centerbridge, The Blackstone Group Inc.
and GEM Capital Management Inc. after the Defendants allegedly
negotiated with the Debtors on the restructuring of the Debtors'
debt.  Five Mile alleged that the negotiations led to an
agreement on the terms of a restructuring that was detrimental to
the Debtors while beneficial to the Defendants.

The lawsuit was initially filed in the New York Supreme Court but
was eventually moved to the Bankruptcy Court after the Debtors
filed for bankruptcy protection.  Five Mile then asked the
Bankruptcy Court to remand the Lawsuit to the Supreme Court,
which the Bankruptcy Court denied.

Judge Laura Taylor Swain, who handles the civil cases ordered the
attorneys, on behalf of the parties, to confer no later than
March 1, 2010, to settle or resolve consensually the issues
presented on the appeal.

                        About Extended Stay

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

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

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

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


EXTENDED STAY: Lichtenstein et al. Want Transfer Ruling Reversed
----------------------------------------------------------------
David Lichtenstein, chairman of Lightstone Holdings LLC, asks the
U.S. District Court for the Southern District of New York to
reverse a Bankruptcy Court ruling requiring the transfer of a
lawsuit filed against him by Line Trust Corporation Ltd. and
Deuce Properties Ltd.

Mr. Lichtenstein's attorney, Adina Storch, Esq., at Kasowitz
Benson Torres & Friedman LLP, in New York, says the Bankruptcy
Court should have retained jurisdiction of the Lawsuit since
there is an "unmistakable nexus" between the Lawsuit and the
Chapter 11 cases of Extended Stay Inc. and its affiliated
debtors.

"Any outcome in the state court action will have a significant
and undeniable impact upon the administration of the bankruptcy
estate," Ms. Storch relates in a 30-page document.

Ms. Storch says Debtors Extended Stay Inc. and Homestead Village
LLC are "jointly and severally liable" with Mr. Lichtenstein and
Lightstone Holdings under the guaranty agreements.

"Any determination of [Mr. Lichtenstein's and Lightstone
Holdings'] liability under the guaranty will necessarily impact
the legal rights and financial liabilities of the Debtors," she
points out.

Ms. Torch adds that since any amounts awarded to Line Trust and
Deuce Properties under the guaranty agreements "would
proportionately reduce their claims against [Extended Stay's]
estate, the cascade of bankruptcy distributions to lenders
beneath appellees in the capital stack would necessarily be
altered."

Line Trust and Deuce Properties filed the Lawsuit after Mr.
Lichtenstein allegedly failed to make a $100 million payment
under the guaranty agreements.  They also accused Mr.
Lichtenstein of being induced by lenders to put the Debtors in
bankruptcy to push junior loan holders out of the money, which in
turn promised to provide him indemnification of up to
$100 million and a $5 million "litigation defense war chest" to
resist potential claims from junior lenders.

The Lawsuit was initially filed in the Supreme Court but was
moved to the Bankruptcy Court as a result of the Debtors' Chapter
11 filings.  The Bankruptcy Court eventually ordered the transfer
of the Lawsuit back to the Supreme Court after determining that
it is not a core proceeding.

Cerberus Capital Management LP, Centerbridge Partners LP and the
Debtors also called for the reversal of the Bankruptcy Court
decision.

The Debtors assert that the Bankruptcy Court, in ordering the
transfer of the Lawsuit, failed to discuss Line Trust and Deuce
Properties' claims that Mr. Lichtenstein is liable under state
tort law for inducing the Debtors' bankruptcy filing and is
contractually liable on $100 million guarantees solely because of
the bankruptcy filing.

"It is settled law that state law tort claims based on a
bankruptcy filing are preempted by the Bankruptcy Code and
therefore give rise to federal bankruptcy jurisdiction," says the
Debtors' attorney, Howard Comet, Esq., at Weil Gotshal & Manges
LLP, in New York.  "The Bankruptcy Code preempts such claims
regardless of whether they are asserted against the bankruptcy
debtor or against other parties who allegedly caused or induced
the debtor's bankruptcy filing," he avers.

Meanwhile, Cerberus and Centerbridge insisted in a joint
statement that the claims of Line Trust and Deuce Properties must
be considered a core proceeding or related to the Debtors'
bankruptcy cases because their complaint was intended to
challenge the Debtors' bankruptcy filing and potential plan of
reorganization.

Cerberus Capital and Centerbridge Partners own a portion of the
$4.1 billion mortgage loan that was used to fund the acquisition
of the Debtors from Blackstone Group LP.

                      District Court Asked
            to Reverse Bankruptcy Court Decision

David Lichtenstein, chairman of Lightstone Holdings LLC, also asks
the U.S. District Court for the Southern District of New York to
reverse a Bankruptcy Court decision to transfer the lawsuit filed
by Bank of America N.A. and certain other plaintiffs to the New
York Supreme Court.

Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York earlier ordered the transfer of the BofA
Lawsuit after determining that it is not a "core proceeding."

                        About Extended Stay

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

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

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

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


FAIRFAX FINANCIAL: Moody's Assigns 'Ba3' Preferred Share Rating
---------------------------------------------------------------
Moody's Investors Service has assigned a preferred share rating of
Ba3 to Fairfax Financial Holdings Limited's C$200 million Series E
Cumulative 5-Year Rate Reset Preferred Shares.  There is also a
C$50 million over-allotment at the option of the underwriters.
The outlook on the Preferred Shares is positive, reflecting the
positive outlook on Fairfax.  Fairfax will use the proceeds from
this issue to bolster an already high level of cash at the holding
company, to retire outstanding debt from time to time, or for
other general corporate purposes.

The rating agency said that the Ba3 rating is two notches lower
than Fairfax's senior unsecured debt rating (Ba1), reflecting the
Preferred Shares' relative position in claims priority.  The
notching for the Preferred Shares is consistent with Moody's
guidelines for notching hybrid securities issued by insurance
holding companies.

Fairfax is an insurance and financial services holding company
that offers property & casualty insurance products through its
reinsurance and insurance operating subsidiaries.  Moody's noted
that Fairfax's Ba1 senior unsecured debt rating is based on a
diversified revenue stream by product and geography, a strong
market position within Canadian property & casualty insurance, a
high level of cash resources at the parent-company level, and a
high-quality, liquid investment portfolio.  Several challenges
remain significant to Fairfax's credit profile, which include the
potential deficiency and volatility of loss reserves, exposure to
catastrophe risk, weak pre-tax operating earnings (excluding
realized gains), and a moderate level of financial leverage.

Moody's Senior Vice President Peter Routledge commented:
"Fairfax's overall capital structure will not be materially
altered by this transaction, nor by the company's previous
issuance of C$250 million of preferred shares in October, 2009.
Although financial leverage will rise in 4Q09, it will remain
within Moody's expectations at Fairfax's current ratings level."
The rating agency expects Fairfax's pro-forma financial leverage
to rise to 32% from 26% reported at the end of 3Q09 (due to the
new preferred issuance, as well as Fairfax's purchase of the non-
controlling interest in Odyssey Re Holdings Corp. during the
quarter).  Pro-forma earnings coverage (excluding realized and
unrealized gains) is expected to decline somewhat to 2.3x from
2.6x.

Moody's said these could lead to an upgrade of Fairfax's rating:
(1) the stand-alone financial strength ratings of the company's
lead operating P&C and/or reinsurance companies are upgraded, (2)
adjusted financial leverage stays below 30% for a sustained period
and adjusted earnings coverage (excluding realized gains) remains
above 3x; (3) the company maintains its commitment to substantial
holding company liquidity (in the $750 million to $1 billion
range); (4) a further reduction in risk from Fairfax's run-off
operations; and / or (5) adverse claims development at Fairfax's
subsidiaries remains below 1% of gross reserves.

Given the positive outlook, a downgrade in the near-term is
unlikely.  These conditions, however, could lead to a return to a
stable outlook: (1) adjusted financial leverage stays above 30%
and earnings coverage (excluding realized gains) remains below 3x;
(2) significant adverse development emerges from Fairfax's run-off
or operating subsidiaries, such that adverse claims exceed 1% of
gross reserves; and / or (3) financial strength weakens at one of
Fairfax's operating subsidiaries.

Moody's last rating action on Fairfax was on September 9, 2009,
when the rating agency upgraded the company's senior unsecured
debt rating to Ba1 from Ba2, with a positive outlook.

Fairfax is a financial services holding company which engages in
property & casualty insurance, reinsurance, and investment
management through its operating subsidiaries.  Through
September 30, 2009, Fairfax reported net premiums written of
US$3.3 billion and net income of US$777 million for the nine-month
period, and quarter-end common shareholders' equity of
US$7.6 billion.


FAIRFAX FINANCIAL: S&P Assigns 'BB' Rating on Preferred Shares
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB'
global-scale and 'P-3' Canadian-scale ratings to Toronto-based
Fairfax Financial Holdings Ltd.'s (BBB-/Stable/--) recent issuance
of C$200 million in preferred shares, with an option on an
additional C$50 million available to the underwriters.

Fairfax issued the preferred shares from its current US$2 billion
universal shelf filing.  It will use the proceeds to augment its
cash position, to increase short-term investments and marketable
securities held at the holding-company level, to retire
outstanding debt and other corporate obligations from time to
time, and for general corporate purposes.

The ratings on Fairfax reflect its strong business and financial
profile.  Fairfax, through its insurance operating subsidiaries--
including Odyssey Re Holdings Corp., Northbridge Financial units,
and Crum & Forster Holdings Corp.--maintains a competitive
presence in the North American commercial insurance marketplace as
well as the global reinsurance market.  Through Sept. 30, 2009,
Fairfax reported consolidated pretax operating income of
US$1.22 billion, a satisfactory combined loss and expense ratio of
99.0%, and total shareholders' equity of $7.65 billion.  Upon
completion of the issuance, Fairfax's total financial leverage
will be about 25%, which is within S&P's expected range of 20%-
30%.

                           Ratings List

                  Fairfax Financial Holdings Ltd.

      Counterparty credit rating             BBB-/Stable/--

                            New Rating

                  Fairfax Financial Holdings Ltd.

                     C$200M preferred shares

             Global-scale rating                   BB
             Canadian-scale rating                 P-3


FANNIE MAE: House Financial Services Chairman Calls for End
-----------------------------------------------------------
ABI reports that House Financial Services Chairman Barney Frank
(D-Mass.) said on Friday that his committee was preparing to
recommend "abolishing" Fannie Mae and Freddie Mac and rebuilding
the U.S. housing-finance system from scratch.

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.


FONTAINEBLEAU LV: Hearing on Sale of Resort to Icahn Today
----------------------------------------------------------
Carl Icahn's Icahn Enterprises LP emerged as the only qualified
bidder for Fontainebleau Las Vegas after two competing bids were
deemed unqualified, relates a notice filed by Jeffrey R. Truitt,
the appointed Chapter 11 Examiner in the Debtors' Chapter 11
cases.

Mr. Truitt's notice, filed before the U.S. Bankruptcy Court for
the District of Florida on January 20, 2010, said he received two
submissions on the January 15 bid deadline.  However, for various
reasons, including that neither of the Submissions were
accompanied by either the requisite deposit or satisfactory
evidence of the financial ability to close a sale transaction, the
Examiner has determined that the Submissions are not Qualified
Bids.

In his Ninth Examiner's report, the Examiner also related that he
received bid participation materials by the January 11, 2010
deadline from three parties, two of which were considering a joint
bid.  However, Mr. Truitt continued, none of the parties that
submitted participation materials submitted a bid by the
January 15, 2010 bid deadline.

Accordingly, the only Qualified Bid received by the Examiner is
the Icahn Nevada Gaming Acquisition LLC bid.  Based on these
circumstances and in accordance with the Bidding Procedures, there
will be no Auction for the Assets, he said.

To recall, Mr. Icahn had pledged $106 million for the project,
plus $50 million in financing during bankruptcy proceedings.

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

A hearing on January 27, 2010, is expected to approve the sale,
which must close by February 9.

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

Penn National Gaming Inc. in November initially offered
$101.5 million for the project -- $50 million in cash and
$51.5 million in DIP financing.  Penn National raised its offer to
$145 million, but was topped by Carl Icahn.  Penn National
eventually pulled out of the bidding process.  "Penn came to the
conclusion there is not a lot of value to moving forward in the
process," The Wall Street Journal quoted Penn Spokesman Joe
Jaffoni as saying.

Craig Road Development Corporation, in a letter dated December 2,
2009, likewise informed the Court of its interest to acquire 100%
of the "Tier A" casino hotel and resort from Fontainebleau.  An
entity formed by CRDC and certain investors -- Heroes Property
Group, LLC -- will pay $350,000,000 for 100% of the Project's
equity, payable in cash at closing.  The letter, however,
indicated the Sellers would be responsible for retiring any funded
and interest bearing debt, including capital leases, of the
Project.  The Project's stock purchased by Heroes Property Group
will be free and clear of all liens and encumbrances.  In a letter
sent to CRDC on December 4, 2009, Judge Cristol asked
CRDC to coordinate with the Debtors and the Chapter 11 Examiner if
it wishes to participate in the January 21, 2010 Auction.

According to the Journal, no matter who emerges as the winner,
backers of developer Jeffrey Soffer stand to reap a very small
portion of the $2 billion they've already sunk into the Project.

                            Objections

Various parties have objected to the sale of Fontainebleau Las
Vegas' assets.

The M&M Lienholders, who hold lien claims in the aggregate amount
of approximately $225 million, says that to the extent the final
sale price obtained at the auction of the Debtors' and Retail
Debtors' assets is less than the amount of the secured claims of
the M&M Lienholders, the M&M Lienholders are objecting to the
sale.  Based upon the onerous and commercially unreasonable terms
proposed by the prospective buyer, the M&M Lienholders and
Contractor Claimants disclose that they do not consent to the
sale.

McKeon Door of Nevada, Inc. argues that the Sale Transaction and
sale of the Purchased Assets free and clear of all claims pursuant
to Section 363(f) of the Bankruptcy Code does not comply with the
requirements for a sale pursuant to Section 363(f) of the
Bankruptcy Code and does not provide adequate protection to McKeon
Door pursuant to Section 363(e).  McKeon Door asserts that it does
not consent to the sale of the Purchased Assets free and clear of
the McKeon Door mechanics' lien which amounts to $396,548.

Secured Creditor, Young Electric Sign Co. says it does not oppose
the sale which is the subject of the Sales Procedures Order, and
affirmatively supports the Debtors' efforts to achieve a sale if
its assets, with liens to be preserved and attach to the cash
proceeds, but seeks to clarify that the sale will not vest the
purchaser with any greater rights than those of the Debtors.

                   About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU LV: Identifies Contracts to be Assigned to Icahn
--------------------------------------------------------------
Fontainebleau Las Vegas Holdings LLC and its units delivered to
the Court a list of certain executory contracts and unexpired
leases that they may assume and assign to Carl Icahn's Nevada
Gaming Acquisition LLC, pursuant to Section 365 of the Bankruptcy
Code.

The Debtors have listed also the amounts that the Debtors believe
must be paid to cure all defaults under the Designated Agreements
as of January 19, 2010, in accordance with Section 365(b).  Cure
Costs were listed on an agreement-by-agreement basis or in the
aggregate for multiple related Designated Agreements.

No later than 12:00 p.m. (Eastern Time), on January 23, 2010,
Icahn Nevada will send to all applicable NonDebtor Counterparties
a notice indicating (i) the Designated Agreements which Icahn
Nevada has made a final determination and agrees to take
assignment of, as well as (ii) the amount of cure costs that Icahn
Nevada agrees to pay in relation to the Designated Agreements.

A full-text copy of the Designated Agreements and Proposed Cure
Amounts is available for fee at:

         http://bankrupt.com/misc/FB_DS&PCASchedules.pdf

Objections to the assumption and assignment of the Designated
Agreements are due on January 25, 2010, not later than 3:00 p.m.
(Eastern Time).  A hearing to consider objections relating to
assumption and assignment of a Designated Agreement will be
conducted on January 27, 2010, at 10:00 a.m. (Eastern Time).

                   Affidavits of Publications

In separate affidavits, Stacey M Lewis, the Legal Clerk for the
Las Vegas Review-Journal and the Las Vegas Sun, and Erin Ostenson,
the advertising clerk of the publisher of The Wall Street Journal,
informed the Court their newspapers have published the Debtors'
Notice of Sale on December 9, 2009, or December 10, 2009.

                   About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU LV: Plan Exclusivity Extended Until March 1
---------------------------------------------------------
Judge A. Jay Cristol of the United States Bankruptcy Court for the
Southern District of Florida has further extended the exclusive
periods of Fontainebleau Las Vegas Holdings, LLC, Fontainebleau
Las Vegas, LLC and Fontainebleau Las Vegas Capital Corp. to:

(a) file a plan or plans of reorganization through and
     including March 1, 2010; and

(b) solicit acceptances of that plan through and including
     May 3, 2010.

Scott L. Baena, Esq., at Bilzin Sumberg Baena Price &
Axelrod LLP, in Miami, Florida, said the extension will allow
the sale process for the Debtors' assets and the Debtors'
stabilization efforts to continue without distraction and to
provide an opportunity for the sale process to play itself out.

The Court has also granted an additional 41-day extension, or
through and including February 15, 2010, of the period within
which the Debtors may assume or reject unexpired nonresidential
real property leases.

                   About Fontainebleau Las Vegas

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

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

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

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


FORD MOTORS: Sequoia Restaurant Presents First Award
----------------------------------------------------
The Sequoia Restaurant disclosed that Ford Motor Company is the
recipient of its first "Don't Give Up the Ship!" Award.  The award
states, "As the only American automobile company to avoid
bankruptcy and turn down a government bailout, Ford exemplifies
the spirit of the award, which honors an individual or corporation
that exhibits ingenuity, tenacity, grace under pressure and the
strength of character to persevere against any and all odds to get
the job done."  The honor will be presented in the form of a
congratulatory full-page, color ad in the Jan. 26 Washington Post,
the morning Ford Motor Co.  CEO Alan Mulally gives the keynote
speech at the Washington Auto Show's (WAS) Public Policy Days and
one day before the start of the 2010 WAS on Jan. 27.

"We are proud to launch the "Don't Give Up the Ship!" Award by
recognizing the Ford Motor Company, an iconic American corporation
whose actions set an example for all of us," said Michael
Weinstein, CEO of Ark Restaurants, the parent company of the
Sequoia Restaurant.

In the War of 1812, Captain James Lawrence, in command of the
U.S.S. Chesapeake, engaged in a bloody battle just outside Boston
Harbor with a British frigate.  Lying mortally wounded, the heroic
captain spoke his legendary last words: 'Don't give up the ship!'
That intrepid mantra is a pertinent way to remind Washingtonians
and visitors, who are seeking the essence of our nation's capitol,
about Sequoia's grand heritage of being named after America's
celebrated presidential yacht.  Bestowing, when appropriate, a
"Don't Give Up the Ship!" Award to recognize and commemorate an
heroic and unique act of patriotism in these trying times will not
only make the restaurant's staff proud, but will also please its
patrons and all the concerned citizens of our great nation.

                           Background

Under the leadership of Chief Executive Officer Alan R. Mulally,
Ford Motor Company was the only one of the Big Three American
Automakers to refuse government bailout money and to avoid
government-sponsored bankruptcy.  The company's persistence during
one of the toughest years in history has paid off; in the third
quarter of 2009, it reported its first profitable quarter in two
years with earnings of $1 billion.  According to its web site,
Ford posted higher sales for every brand, resulting in a 33
percent increase in sales in December over the previous year.
Additionally, "every consumer metric about the Ford brand --
including favorable opinion, consideration, shopping and intention
to buy -- ended the year at record levels.  In fact, favorable
opinion is up more than 20 percent from the beginning of the year,
and intention to buy Ford increased more than 30 percent," the web
site said.

"Winning Car of the Year honors for the Ford Fusion Hybrid and
Truck of the Year for the Ford TransitConnect is a tremendous
'sugar high' for everyone at Ford," said Mark Field, Ford
America's President, in the Detroit News (Jan. 13, 2010).

                       About Ford Motor

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

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

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

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

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


FREDDIE MAC: Seeks to File Own Liquidation Plan for Taylor Bean
---------------------------------------------------------------
Daily Bankruptcy Review reports Freddie Mac is looking to wrest
control over the bankruptcy liquidation of Taylor Bean & Whitaker
Mortgage Corp.  According to DBR, Freddie Mac contends Taylor Bean
is wasting cash on the advisory firm running the company.

                         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 Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. is a 27-year-old company
that grew from a small Ocala-based mortgage broker to become one
of the largest mortgage bankers in the United States.  In 2009,
Taylor Bean was the country's third largest direct-endorsement
lender of FHA-insured loans of the largest wholesale mortgage
lenders and issuer of mortgage backed securities.  It also managed
a combined mortgage servicing portfolio of approximately
$80 billion.  The company employed more that 2,000 people in
offices located throughout the United States.

Taylor Bean filed for Chapter 11 on August 24 (Bankr. M.D. Fla.
Case No. 09-07047).

Taylor Bean has more than $1 billion of both assets and
liabilities, and between 1,000 and 5,000 creditors, according to
the bankruptcy petition.


GENERAL GROWTH: Hires UBS to Evaluate Financial Transactions
------------------------------------------------------------
General Growth Properties, Inc., has engaged UBS Investment Bank,
a leading global full service financial firm, to assist the
Company in evaluating potential financial transactions for
emergence from Chapter 11, raising exit capital and with such
other matters as may be required by the Board of Directors.  The
engagement of UBS is subject to Bankruptcy Court approval.

GGP and certain of its subsidiaries filed bankruptcy in April 2009
as a result of the inability to refinance maturing mortgage loans
due to the collapse of the credit markets.  Since the filing, the
Company has pursued subsidiary plans of reorganization to extend
mortgage maturities, and, as previously reported, has confirmed
plans to restructure secured mortgage loans on 112 properties
aggregating approximately $11.6 billion.  The Company is focused
on the emergence from bankruptcy for the remaining debtors and in
connection with such emergence, the reduction of corporate debt
and overall leverage and establishment of a sustainable, long-term
capital structure for the Company.  The Company has determined
that new financing will be desirable to achieve these objectives
and emerge from Chapter 11.

At the outset of the bankruptcy process, the Company engaged
Miller Buckfire & Co., LLC, as financial advisor and investment
banker.  Given the unique circumstances of the Company's
bankruptcy filings and the fundamental soundness of the Company's
core retail business, the Board of Directors and management of the
Company have determined that the Company should consider all forms
of exit financing, including capital sources not generally
associated with financing a company's emergence from bankruptcy.
UBS has been retained to assist with this process.

"The engagement of UBS complements the services provided to us by
Miller Buckfire," said Adam Metz, chief executive officer of GGP.
"With both advisors, we are positioned to analyze and source the
most cost effective primary capital that we will need to complete
the reorganization process, a goal intended to benefit all of our
stakeholders."

A hearing to consider the Company's motion to engage UBS is
currently scheduled before the Bankruptcy Court on February 16,
2010.

This release does not constitute an offer of any securities or the
solicitation to buy any securities. There can be no assurance if
or when the Company will offer any securities.

                  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)


GLOBAL GEOPHYSICAL: S&P Raises Corporate Credit Rating to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Houston-based Global Geophysical Services Inc. to 'B'
from 'B-'.  The outlook is stable.  At the same time, S&P raised
the issue-level ratings on the $30 million first-lien revolving
credit facility and $120 million first-lien secured bank loan to
'B+' (one notch higher than the corporate credit rating) from 'B'.
The recovery rating remains a '2', indicating expectation of
substantial (70-90%) recovery in the event of a default.  The
issue-level rating on the company's second-lien term loan was
raised to 'B' (the same as the corporate credit rating).  The
recovery rating remains a '4', indicating expectation of average
(30%-50%) recovery in the event of a default.

"The upgrade reflects Global's performance through 2009, which
exceeded S&P's expectations," said Standard & Poor's credit
analyst Aniki Saha-Yannopoulos.

The company managed to hold its EBITDA in line with 2008 and
improved its EBITDA margins despite difficult industry conditions.
A combination of factors boosted Global's performance, including a
large backlog as it entered 2009, a strong customer base, and
increased efficiency and lower costs associated with its
established seismic crews.  With more stable oil prices and
exploration and production companies announcing higher capital
budgets for 2010, S&P expects Global to benefit in the near term
through higher revenues and stronger EBITDA margins.

The ratings on Global reflect the company's participation in the
cyclical land seismic acquisition business, its small size, and
cash flow volatility as it is exposed to the budgets of E&P
companies.  The ratings also incorporate the company's backlog of
data-acquisition projects, its performance through 2009, and its
experienced management team.  As of Sept. 30, 2009, Global had
approximately $176 million in debt, adjusted for operating leases.

The stable outlook reflects S&P's view that Global will continue
to generate EBITDA and maintain margins as industry conditions
benefits from stronger oil prices and E&P companies increase their
capital budgets for 2010.  Further upgrades are currently limited
given its business profile risks.  S&P could consider a negative
rating action if the company's operations deteriorate causing
substantial decline in financial measures.


GLUTH BROS: Judge Tosses Fraudulent Conveyance Lawsuit
------------------------------------------------------
WestLaw reports that the trustees of a Chapter 11 creditor trust
adequately alleged that the prepetition sale of the debtor's
interest in a joint venture was for less than reasonably
equivalent value, for purposes of claims for constructively
fraudulent transfer under the Bankruptcy Code and the Illinois
Uniform Fraudulent Transfer Act (UFTA).  The trustees alleged that
the debtor sold its interest in the joint venture for
approximately $31,000 at a time when the value of that interest
was worth at least $320,000, as shown by the more than $89,000 in
the joint venture's savings account and the joint venture's right
to the payment of more than $230,000 in fees from the state, which
were deposited into the joint venture's checking account two weeks
after the sale of the debtor's interest.  In re Gluth Bros.
Const., Inc., --- B.R. ----, 2009 WL 4037795 (Bankr. N.D. Ill.)
(Barbosa, J.).

Considering a motion by a handful of defendants to dismiss the
Trust's lawsuit (Bankr. N.D. Ill. Adv. Pro. No. 09-A-96133)
against them, the Homorable Manuel Barbosa The Bankruptcy Court,
Manuel Barbosa, J., held that (1) the trustees adequately alleged
that a prepetition sale of debtor's interest in a joint venture
was for less than reasonably equivalent value for purposes of
claims for constructively fraudulent transfer; (2) the trustees
failed to adequately plead the insolvency element of their claims
for constructively fraudulent transfer; (3) the trustees failed to
state claim for an actual fraudulent transfer; (4) the debtor's
principal did not transfer bankruptcy estate property, as required
for the trustees to avoid the transfers as postpetition transfers
of estate property; (5) withdrawals made from bank accounts of the
joint venture were not avoidable as unauthorized postpetition
transfers of bankruptcy estate property; and (6) the trustees
failed to state claim for turnover of bankruptcy estate property.
Accordingly, Judge Barbosa dismissed the lawsuit.

Bradley T. Koch, Esq., at Holmstrom & Kennedy P.C., in Rockford,
Ill., represented the Defendants in this dispute.

Gluth Bros. Construction, Inc., a construction project contractor
based in Woodstock, Ill., sought chapter 11 protection (Bankr.
N.D. Ill. Case No. 07-71375) on June 5, 2007.  Robert R. Benjamin,
Esq., at Querrey & Harrow, Ltd., in Chicago, represents the
Debtor.  At the time of the filing, the Debtor disclosed
$3,214,430 in assets and liabilities totalling $8,150,879.  On
March 4, 2009, the Court entered an order confirming a Plan of
Liquidation Dated January 27, 2009.  Pursuant to the Plan, and the
Gluth Bros. Construction, Inc. Creditor Trust Agreement, entered
into among the Debtor, the Official Committee of Unsecured
Creditors and the Creditor Trustees, all remaining property of the
Debtor's estate, including causes of action, were vested in the
Creditor Trust, and the Creditor Trustees were granted the
authority to commence actions.  Charles Dixon and Charles Graeber,
Jr., serve as the Trustees of the Creditor Trust.  The Trust is
represented by Aaron L. Hammer, Esq., and Shira R. Isenberg, Esq.,
at Freeborn & Peters LLP in Chicago.


GENERAL MOTORS: CEO Whitacre, et al., to Remain Under Pay Limits
----------------------------------------------------------------
Meena Thiruvengadam at Dow Jones Newswires reports a U.S. Treasury
official said Monday that General Motors Co.'s newly permanent
chief executive Edward E. Whitacre and others will remain subject
to government pay restrictions despite GM's repayment of
$5.7 billion in bailout loans.

As reported by the Troubled Company Reporter on January 26, 2010,
Mr. Whitacre has agreed to continue as chairman and CEO of General
Motors.  Speaking at a press conference at GM's headquarters, Mr.
Whitacre also expressed the GM board's commitment that the company
will pay back in full the U.S. Treasury and the Canadian and
Ontario government loans by June.

Ms. Thiruvengadam relates that GM said it would repay the
remainder of an original $6.7 billion loan extended to it under
the Troubled Asset Relief Program by June's end.  GM repaid
$1 billion of that loan in December.

Ms. Thiruvengadam relates Ron Bloom, a Treasury adviser for the
manufacturing and auto sector, said the repayment won't harm GM's
financial position. "They're doing a little bit better actually
than the plan we looked at when we put the financing together," he
noted in a conference call with reporters.

Ms. Thiruvengadam says GM is using unspent taxpayer loans to repay
the debt.

Ms. Thiruvengadam relates Mr. Bloom said it was unclear exactly
how long GM executives would be subject to government pay
restrictions.  Even after the debt repayment, the U.S. will
continue to hold 60.8% of GM's common stock and $2.1 billion in GM
preferred stock.

Ms. Thiruvengadam also reports Mr. Bloom continues to expect a GM
initial public offering in the second half of 2010, but he said
the government likely would not sell its entire holdings in the
company at one time.  "We do not think it is practical," he said.

According to Ms. Thiruvengadam, GM and Chrysler, which also
received government aid, have been adamant that they could repay
taxpayer funds even though oversight bodies, such as the
Congressional Oversight Panel, have been skeptical.

Ms. Thiruvengadam recalls the panel in September was projecting
that taxpayers' investments in the companies would likely not be
recouped. It also questioned the viability of a 2010 IPO for GM.

Ms. Thiruvengadam notes the U.S. in fiscal year 2009 reported
losses of $30.47 billion on its more than $81 billion in
assistance to the auto sector.  The Treasury has provided GM alone
with $49.5 billion in aid.

                       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: Dealerships to Seek Arbitration
-----------------------------------------------
Bryce G. Hoffman and David Shepardson at The Detroit News report
that more than 1,300 General Motors Co. and Chrysler Group LLC
dealers forced to give up their franchises during the companies'
bankruptcy reorganizations are challenging those decisions under a
new law that allows them to seek arbitration.

The deadline to file arbitration requests was midnight Monday.
Detroit News reports that more than 50 Michigan dealers had done
so by Monday afternoon.  Detroit News cited India Johnson, senior
vice president of the American Arbitrators Association, who was
tallying the submissions.

Detroit News relates Terry Burns, executive vice president of the
Michigan Automobile Dealers Association, said dealers must
convince the arbitrator that businesses remain viable -- a real
challenge, considering that some stores already have been closed
for months and those that remain open are struggling in the face
of one of the biggest downturns in the industry's history.

Detroit News says the Michigan Automobile Dealers Association was
counseling any dealer who might want to challenge a closure order
to file to keep that option open.  According to the report, some
already have reconsidered, so the actual number that goes to
arbitration likely will be lower.

Detroit News also reports GM Chairman and CEO Edward Whitacre Jr.
said Monday that 500 to 600 GM dealers have appealed.  According
to Detroit News, Mr. Whitacre said this month that GM is likely to
reinstate "hundreds of dealers," but then backpedaled and said it
could be as few as 100.  Detroit News observes Mr. Whitacre has
taken a more conciliatory approach to the dealer issue,
acknowledging GM likely made some mistakes in its dealer closings,
and said any reinstatement decisions will not threaten the
company's restructuring.

Detroit News also reports a source close to Chrysler said
arbitrations could end up costing the company "hundreds of
millions of dollars" and pose new challenges for dealers that were
not ordered to close their doors.  That is because Chrysler
transferred some of the franchises it closed to other dealers --
in some cases on the same street.

"It could be worse than going backward," that person said,
according to Detroit News.  "The retained dealers, the ones we
chose to go forward with, are going to be put into a tough
position."

Detroit News recalls GM and Chrysler ordered the closures last
year as part of their Chapter 11 bankruptcy reorganizations.
Their aim was to better match dealer bases with dramatically
reduced shares of the U.S. auto market and make it easier for
those dealerships that remained to turn a profit.

Detroit News relates GM says 2,000 dealers it ordered to close are
eligible for arbitration.  Of those, 1,300 were ordered to close
outright and 700 are losing at least one GM brand.  Dealerships
that sell only one of the four brands that GM is closing --
Saturn, Saab, Hummer or Pontiac -- cannot appeal.

Detroit News notes GM already has reversed its decisions on about
80 dealers.  It also set aside $600 million to compensate dealers
ordered to close and gave them until October of this year to wind
down.

According to Detroit News, the legislation also applies to 789
dealerships that Chrysler closed in June, or one-quarter of its
network.  Unlike GM, Detroit News continues, Chrysler heard no
appeals, offered dealers no cash compensation and gave them just a
month to close their doors.  But people familiar with the
situation, according to Detroit News, estimated that 80% of those
dealers are still in business, either selling other brands or used
cars.

Detroit News says Chrysler CEO Sergio Marchionne during a
roundtable interview last week at the North American International
Auto Show in Detroit said the closings were a good decision in
hindsight, and it was "fair and equitable and designed to yield a
healthier distribution network for Chrysler."

                     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)

                       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: Sues BMW for Breach of Delivery Agreement
---------------------------------------------------------
Motors Liquidation Company, formerly known as General Motors
Corporation, commenced an adversary proceeding before the U.S.
Bankruptcy Court for the Southern District of New York against
Bayerische Motoren Werke Aktiengesellschaft (more commonly known
as BMW) for breach of a delivery agreement.

GMC and BMW entered into the 6L45 Development and Delivery
Agreement on May 6, 2004, for the development, production, and
sale of transmissions.  The contract and its exhibits provide
extensive specifications regarding the technical requirements for
the transmissions.  GMC, its Powertrain Group, and its subsidiary
GM Strasbourg SAS, located in Strasbourg, France, fully complied
with their obligations under the contract, developing and
thereafter supplying transmissions to BMW in compliance with the
specifications.  For its part, BMW was obligated, under the terms
of the contract, to purchase a minimum of 1.9 million
transmissions from GMC by December 31, 2015.

In late 2008, BMW requested an amendment to the contract under
which GMC would supply different transmissions incorporating new
technology that is not required by or provided for in the
contract.  GMC-and later MLC-negotiated in good faith with BMW,
offering technological solutions and terms that, if accepted,
would have met BMW's requests.

According to the Debtors, BMW, however, repeatedly rejected every
solution proposed by GMC and MLC, and ultimately informed MLC that
it did not intend to comply with its purchase obligations under
the contract, but rather that it would shift production of
transmissions to an alternate supplier.  Remarkably, BMW further
threatened to seek, through the Court, to recover damages from
MLC.

The Debtors contend that a substantial controversy exists between
the parties regarding MLC's performance under the contract that
warrants declaratory judgment.  Moreover, because MLC has fully
performed its obligations under the contract, the Court, applying
German law, should order BMW to specifically perform its
obligations under the contract.

In the alternative, the Court should find that BMW, through its
repudiation of the agreement, has breached the contract and caused
MLC to incur significant and substantial damages, leaving MLC with
no alternative but to seek redress from the Court.

                       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)


GENERATION BRANDS: Completes Restructuring and Exits Chapter 11
---------------------------------------------------------------
Generation Brands announced January 26 that it has successfully
completed its financial restructuring and emerged from Chapter 11,
eliminating more than $150 million of debt from its balance sheet.

In conjunction with its emergence from Chapter 11, Generation
Brands has received a new $20 million equity investment from an
affiliate of Quad-C Management, Inc., the Company's principal
stockholder. With this new investment, the Company has
approximately $40 million in liquidity and no debt maturities
until 2014.

"Just 53 days after filing for Chapter 11, we were able to
significantly de-lever the Company's balance sheet, ensure more
than sufficient liquidity to support our working capital needs and
emerge from Chapter 11 with the flexibility to pursue ongoing
investments in new product development," said Generation Brands
President and Chief Executive Officer T. Tracy Bilbrough.

"Our expeditious restructuring is a testament to our devoted
employees, dedicated customers and suppliers and the strong
relationship we have with our lenders, noteholders and
stockholders," Mr. Bilbrough added.

This financial restructuring has sharply reduced the Company's
debt and interest payments, better positioning Generation Brands
to capitalize on opportunities both in the current market and
emanating from the recovery of the housing industry and economy at
large.

The Company also noted that throughout its brief Chapter 11
restructuring, it met all of its customer supply needs without
interruption.  The Company was also able to achieve its
restructuring goals without impacting its suppliers, who continued
to be paid normally in the ordinary course of business.

"During this process, Generation Brands met all of its financial
targets.  I believe that everyone at the Company is energized and
excited to continue this success as we begin operating outside of
Chapter 11," Mr. Bilbrough concluded.

The Company filed its voluntary petitions in the U.S. Bankruptcy
Court for the District of Delaware in Wilmington.  The Company was
advised in connection with its pre-packaged Chapter 11 financial
reorganization by White & Case LLP and Barclays Capital.

                       About Generation Brands

Generation Brands is one of America's leading companies serving
the lighting, electrical wholesale, home improvement, home decor,
and building industries.  The Company has an outstanding portfolio
of fashionable and functional lighting fixtures, ceiling fans, and
decorative products that provide value and growth for its
customers and end-users.

Generation Brands Holdings, Inc., Quality Home Brands Holdings LLC
and other affiliates filed for bankruptcy protection on December
4, 2009 (Bankr. D. Del. Case No. 09-14312). QHB Holdings listed
$500,000,001 to $1,000,000,000 in assets and $500,000,001
to $1,000,000,000 in liabilities.  The Company was advised in
connection with its pre-packaged Chapter 11 financial
reorganization by White & Case LLP and Barclays Capital. Fox
Rothschild LLP also serves as counsel.


GTC BIOTHERAPEUTICS: LFB Converts Preferreds Into Common Shares
---------------------------------------------------------------
GTC Biotherapeutics, Inc., said LFB Biotechnologies, a wholly
owned subsidiary of LFB S.A. (Laboratoire Francais du
Fractionnement et des Biotechnologies S.A., Les Ulis, France) and
a strategic shareholder in GTC, has converted the convertible
preferred stock it previously purchased in November 2009 under the
terms described in the financing agreements approved by GTC
shareholders in July 2009 into a total of 5.3 million shares of
common stock.  This completes the conversion into common shares of
all convertible preferred stock acquired by LFB in 2009.

LFB Biotechnologies, S.A.S., in a separate regulatory filing
disclosed holding 28,469,468 shares or roughly 77.1% of the common
stock of GTC.

                             About LFB

LFB is a biopharmaceutical group that develops, manufactures and
markets medicinal products for the treatment of serious and often
rare diseases in several major therapeutic fields, namely
Hemostasis, Immunology and Intensive Care.  LFB Group is the
leading manufacturer of plasma-derived medicinal products in
France and 6th worldwide and is also among the leading European
companies for the development of monoclonal antibodies and new-
generation proteins based on biotechnologies. With its strong
focus on research, the LFB Group is pursuing a growth strategy
that seeks to extend its activities at the international level and
develop innovative therapies. In 2008, LFB reported total turnover
of EUR352.4 million, an increase of 9%, and invested
EUR66.6 million in product development. LFB markets its products
in 20 countries around the world.

                           Going Concern

GTC said its recurring losses from operations and limited funds
raise substantial doubt about its ability to continue as a going
concern.  As of September 27, 2009, the Company had $23.4 million
in total assets against $63.1 million in total liabilities, and
($10.4) million in total redeemable convertible preferred stock,
resulting in $29.2 million in stockholders' deficit.

On November 2, 2009, the Company entered into a Stock Purchase
Agreement with LFB Biotechnologies S.A.S., its principal
stockholder, under which the Company agreed to issue to LFB
$3.625 million in shares of the Company's common stock at a sales
price of $1.07, which is equal to the closing price of the common
stock on the Nasdaq Capital Market on October 30.

On October 31, 2009, LFB notified the Company that it was
exercising its option to purchase the $12.75 million of additional
shares of Series E convertible preferred stock under the terms
described in the financing agreements approved by the Company's
shareholders in July 2009.  This transaction provided the Company
with roughly $6.38 million of new cash proceeds.  In addition, LFB
converted its existing shares of Series E convertible preferred
stock it previously purchased in July into a total of roughly
10.6 million shares of common stock.

Management expects that future sources of funding will include
sales of equity or debt securities and new or expanded partnering
arrangements.  The Company said if no funds are available it would
have to sell or liquidate the business.

Based on its cash balance as of September 27, 2009, as well as the
$10 million in cash it received from the closing of the LFB
financing transactions and potential cash receipts from existing
programs -- the Company anticipates it has the ability to continue
its operations into the middle of the first quarter of 2010,
including normal recurring debt service payments.

The Company is engaged in discussions for potential new partnering
transactions and plan to bring further financial resources into
GTC in the future through some combination of partnering
transactions and other debt or equity financing arrangements.

                    About GTC Biotherapeutics

Headquartered in Framingham, Massachusetts, GTC Biotherapeutics,
Inc. (NASDAQ: GTCB) -- http://www.gtc-bio.com/-- develops,
supplies, and commercializes therapeutic proteins produced through
transgenic animal technology.  The Company is also developing a
portfolio of recombinant human plasma proteins with known
therapeutic properties.  The company also has a monoclonal
antibody portfolio focused on follow-on biologics, including a
CD20 monoclonal antibody.  The intellectual property of the
company includes a patent in the United States through 2021 for
the production of any therapeutic protein in the milk of any
transgenic mammal.  Its transgenic production platform is
particularly well suited to enabling cost effective development of
proteins that are difficult to express in traditional recombinant
production systems as well as proteins that are required in large
volumes.


HAMILTON BROTHERS: Case Summary & 21 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Hamilton Brothers Builders, LLC
        11314 Halcyon Loop
        Daphne, AL 36526

Bankruptcy Case No.: 10-00266

Chapter 11 Petition Date: January 25, 2010

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

Debtor's Counsel: Michael B. Smith, Esq.
                  PO Box 40127
                  Mobile, AL 36640
                  Tel: (251) 441-8077
                  Email: smi067@aol.com

Estimated Assets: $1,000,001 to $100,000,000

Estimated Debts: $1,000,001 to $100,000,000

According to the schedules, the Company has assets of $1,274,315,
and total debts of $1,217,699.

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

            http://bankrupt.com/misc/alsb10-00266.pdf

The petition was signed by Paul Hamilton, president of the
Company.


HARBORWALK LP: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Harborwalk, LP
        1445 Harborwalk Blvd
        Hitchcock, TX 77563

Bankruptcy Case No.: 10-80043

Type of Business:

Chapter 11 Petition Date: January 25, 2010

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

Judge: Letitia Z. Paul

Debtor's Counsel: Marcy E. Kurtz, Esq.
                  Bracewell & Giuliani LLP
                  711 Louisiana, Ste 2300
                  Houston, TX 77002
                  Tel: (713) 221-1206
                  Fax: (713) 221-2125
                  Email: marcy.kurtz@bgllp.com

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

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

The petition was signed by Lynn B. Watkins.


HARRISBURG, PA: Bankruptcy Looms Amid Budget Deficit
----------------------------------------------------
Bankruptcy fears are swirling around Pennsylvania's capital city,
according to an article by Marie Beaudette posted at The Wall
Street Journal's Bankruptcy Beat.

Management Partners Inc. on January 25, 2010, presented to Mayor
Linda D. Thompson of the city of Harrisburg, Pennsylvania, the
City of Harrisburg Emergency Financial Plan that defines the scope
of the city's economic troubles and offers guidelines for
preventing a deeper financial crisis.

"The financial situation of the City of Harrisburg is just short
of dire," said Gerald E. Newfarmer, President and CEO of
Management Partners, Inc.

Management Partners is a consulting firm that provides services to
governmental organizations throughout North America.  The City of
Harrisburg received a grant from the Commonwealth of Pennsylvania
under the auspices of the Early Intervention Program to provide a
financial analysis and management audit of its operations.
Management Partners began work on the project in October 2009 and
submitted an interim progress report on December 18, 2009, which
concluded that the City of Harrisburg was in a "state of financial
crisis."

"Management Partners' analysis of the City's financial
circumstances indicates that the total financial deficit over the
next five years is approximately $164 million, of which
$144.8 million is debt service and $19.2 million is General Fund
operations.

"Of the debt service obligation, $68.7 million is due for payment
in 2010, and the remaining amount is due between 2011 and 2015.
Of the $68.7 million of debt service due in 2010, $16.8 million is
due over the course of the first six months of 2010."

The report provides a plan for dealing with the financial crisis,
which Newfarmer said involves considerable "cash flow" issues that
could cripple the city's abilities to meet its financial
obligations.

"The fiscal situation is caused by the debt obligations resulting
from the City's Refuse Recycling Facility, the drastic downturns
in the current economic conditions and institutional financial
conditions," the report concludes.

"In developing the Emergency Plan, we considered three primary
subject areas that we believe the city must address to resolve its
financial issues: obligations for debt service, cash management,
and structural financial issues."

Among the short-term recommendations is sale or lease of city
assets, deferring capital expenditures, restructuring debt
obligations, and increasing fees for city services.

Mayor Thompson on Tuesday was slated to submit the Emergency Plan
to the City council for its review.


HARVEST OIL: Can Access Lenders' Cash Collateral Until January 31
-----------------------------------------------------------------
The Hon. Robert Summerhays of the U.S. Bankruptcy Court for the
Western District of Louisiana, in a tenth interim order,
authorized Harvest Oil & Gas, LLC, and its debtor-affiliates to
access cash collateral of Wayzata Investments Partners, LLC, as
agent for certain lenders, and Macquarie Bank Limited and its
affiliates to preserve and continue their business.

The Debtors are authorized to use the cash collateral until
January 31, 2010.

As reported in the Troubled Company Reporter on July 29, 2009, the
Debtors will not pay wages or salary to any party who is not
working for the Debtors.

The prepetition lenders will retain their security interests and
liens on the cash collateral to the fullest extent and relative
priority as set forth in their respective prepetition security
agreements.

As partial adequate protection for any use or diminution in the
value of their collateral, the prepetition lenders are granted
security interests and liens in all of the property and assets of
the Debtors' estates, as may be acquired postpetition, including
all cash collateral in the DIP Account.

                   About Harvest Oil and Gas, LLC

Headquartered in Covington, Louisiana, Harvest Oil and Gas, LLC --
http://www.harvest-oil.com/-- is engaged on acquisition,
development and exploration of energy resources.  The Debtor and
its debtor-affiliates filed for Chapter 11 protection on March 31,
2009 (Bankr. W.D. La. Lead Case No. 09-50397).  Robin B.
Cheatham, Esq., at Adams & Reese LLP, represents the Debtors in
their restructuring efforts.  The Debtors listed between
$100 million and $500 million each in assets and debts.


INTERNATIONAL ALUMINUM: Committee Trying to Slow Case
-----------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Official
Committee of Unsecured Creditors of International Aluminum Corp.
is asking the Bankruptcy Court to slow down the plan approval
process. The Committee says IAC is "not a melting ice cube" and
has $49 million cash.

According to the report, the Committee, in a motion on Jan. 22, is
asking the bankruptcy judge to push back the disclosure statement
hearing, scheduled for February 17, by one month.  The Committee
contends the plan "unfairly discriminates against one class of
unsecured creditor by purporting to pay all other unsecured
creditors in full."  The Committee says the plan is also infected
with "sweetheart deals by management."

Two members of the Committee are investors Carlyle Mezzanine
Partners LP and AEA Mezzanine Funding B LLC.  Mezzanine lenders
would be wiped out in IAC's plan.

                        The Chapter 11 Plan

International Aluminum Corp. and its units have filed with the
U.S. Bankruptcy Court for the District of Delaware a joint plan of
reorganization and disclosure statement.

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

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

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

                    About International Aluminum

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


INTERNATIONAL LEASE: S&P Downgrades Unsec. Debt Rating to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
International Lease Finance Corp., including lowering the
corporate credit rating to 'BBB-' from 'BBB+', and lowered the
ratings on its unsecured debt to 'BB+' from 'BBB+'.  The ratings
remain on CreditWatch with negative implications.

S&P bases the downgrade of its corporate credit rating on Los
Angeles-based aircraft lessor ILFC on:

* S&P's credit assessment of ILFC as a business AIG will most
  likely continue to own and partially fund for the next several
  years, while holding for eventual sale;

* S&P's assessment of the likelihood of continued funding advances
  from AIG to ILFC; and

* ILFC's shift toward secured borrowing, which reduces financial
  flexibility and in S&P's view will likely require amendment of
  the company's bank credit facilities, thus placing them on a
  secured basis and raising borrowing costs.

"S&P bases its downgrade of ILFC's senior unsecured debt to 'BB+',
one notch lower than the corporate credit rating, on an increasing
proportion of secured debt (secured debt, equal to about 23% of
assets, a proportion that S&P expects to increase)," said Standard
& Poor's credit analyst Christopher DeNicolo.  "This places
unsecured creditors in an essentially subordinated position," he
continued.

The ratings remain on CreditWatch with negative implications.
Although S&P believes AIG is likely to remain committed to
supporting ILFC based on current conditions, S&P also believes
there is material execution risk in planned asset sales,
refinancings, and the potential amendment of credit facilities.
S&P could lower its ratings if S&P concludes there is less
certainty of AIG continuing to provide funding to ILFC to
supplement internal cash sources, or if adverse developments raise
concerns regarding its long-term business prospects or ILFC's
ability to execute on material liquidity initiatives.  S&P could
affirm the ratings if improved aviation market and credit market
conditions allow ILFC to secure substantial external funding and
eliminate its reliance on further advances from AIG, conditions
that would also be conducive to a sale of the company.


JACUZZI BRANDS: S&P Downgrades Corporate Credit Rating to 'SD'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Chino, Calif.-based bath and spa manufacturer Jacuzzi
Brands Corp. to 'SD' (selective default) from 'CCC'.  At the same
time, S&P lowered the issue rating on the company's $150 million
second-lien term loan ($175 million outstanding, including
$25 million of payment-in-kind interest) to 'D' from 'CC',
reflecting the exchange of this debt into an equity interest.
Subsequently, we'll withdraw this issue rating since the debt has
been cancelled.

The rating action follows Jacuzzi's announcement that it closed an
equity investment and recapitalization transaction that eliminated
approximately $175 million of second-lien debt and will reduce
annual cash interest expense by about $10 million.  Second-lien
debtholders will receive an equity interest in the company in
exchange for their second-lien note holdings.  In addition,
certain second-lien debtholders, existing ownership, and members
of management invested approximately $56 million in new capital
into the company and its parent.

"We view the exchange as tantamount to default, given Jacuzzi's
stressed and highly leveraged financial risk profile and S&P's
concerns regarding the company's ability to service its debt
obligations in the near-term had the second-lien term loan
remained in place," said Standard & Poor's credit analyst Tom
Nadramia.

S&P expects to reassess the corporate credit rating on Jacuzzi in
the near future.  S&P's analysis will reflect the reduction in the
company's debt, the lowering of its annual interest cost by
approximately $10 million, and an improved liquidity position
while recognizing the current weak industry conditions affecting
bath and spa end markets.


JEFFREY PATRICK RICE: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Joint Debtors: Jeffrey Patrick Rice
               Stephanie Ann Rice
               6133 E. Sage Drive
               Paradise Valley, AZ 85253

Bankruptcy Case No.: 10-01838

Chapter 11 Petition Date: January 25, 2010

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

Judge: Charles G. Case II

Debtors' Counsel: Kevin Mccoy, Esq.
                  Allen, Sala & Bayne, P.L.C.
                  Viad Corporate Center
                  1850 N. Central Ave., #1150
                  Phoenix, AZ 85004
                  Tel: (602) 256-6000
                  Email: kmccoy@asbazlaw.com

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

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

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

The petition was signed by the Joint Debtors.


JONES STEPHENS: Creditors Want Exclusivity Terminated
-----------------------------------------------------
Daily Bankruptcy Review reports unsecured creditors of Jones
Stephens Corp. want to end the Debtors' control of its
restructuring so they may file a rival plan that promises them
greater recoveries on their claims.

Headquartered in Moody, Alabama, Jones Stephens Corp. --
http://www.plumbest.com/-- is a designer, manufacturer, and
distributor of specialty plumbing products, primarily serving
plumbing wholesalers, do-it-yourself retailers and hardware
stores. Jones Stephens offers its products under the Jones
Stephens(TM) and PlumBest(R) brand names. Products are used in
repair, remodel and new construction applications within both the
residential and commercial markets.

Jones Stephens Corp., together with affiliate Plumbing Holdings
Corp., filed for Chapter 11 on Dec. 15, 2009 (Bankr. D. Del. Case
No. 09-14414).  Howard A. Cohen, Esq., at Drinker Biddle & Reath
LLP, represents the Debtor in its restructuring effort.  The
petition says it has assets of $84 million and debt of
$101 million.

The company hired AlixPartners LLP as its financial adviser and
Drinker Biddle & Reath LLP as its bankruptcy counsel.


JOSE JORGE: Has Access to Northwest Farm Cash Until February 14
---------------------------------------------------------------
The Hon. W. Richard Lee of the U.S. Bankruptcy Court for the
Eastern District of California, in a second interim order,
authorized Jose Jorge and Fatima Jorge to use the cash collateral
of Northwest Farm Credit Services until February 14, 2010.

A continued interim hearing on the Debtors' cash collateral use
will be held on February 11, 2010, at 9:00 a.m. in this Court.
Any objections may be presented at the continued hearing.

The Debtors would use the money to fund their Chapter 11 case, pay
suppliers and other parties.

The Court also ordered that the California and Idaho creamery
checks will continue to be payable to Northwest Farm.  Northwest
Farm holds a perfected security interest on the Debtors' personal
property and the second deed of trust on the real property.

The Court added that any funds not expended pursuant to the
interim order will remain in the accounts subject to further order
of the Court.  The remaining proceeds from the January 15 to
January 31 milk proceeds checks, after payment, will constitute
adequate protection to Northwest Farm.  The Debtors will deposit
all cash collateral received from Northwest Farm into the
accounts.

As adequate protection for any diminution in value of Northwest
Farm's collateral, the Debtors will grant Northwest Farm a
replacement lien on like collateral to the extent and in the same
priority as existed on the cash collateral.

Gustine, California-based Jose Jorge -- dba Jose M. Jorge Dairy,
dba Jorge Family Dairy -- operate two dairies as sole proprietor,
one in California and one in Idaho.  Jose Jorge filed for Chapter
11 bankruptcy protection on December 10, 2009 (Bankr. E.D. Calif.
Case No. 09-62001).  Hilton A. Ryder, Esq., who has an office in
Fresno, California, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


KAINOS PARTNERS: Has Until March 3 to File Chapter 11 Plan
----------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware extended Kainos Partners Holding Company,
LLC, et al.'s exclusive periods to file their Chapter 11 Plan and
to solicit acceptances of that Plan until March 3, 2010, and
May 4, 2010.

Greer, South Carolina-based Kainos Partners Holding Company, LLC,
-- http://www.kainospartners.com/-- operates the "donut-and-
coffee" franchises.

The Company and its affiliates filed for Chapter 11 on July 6,
2009 (Bankr. D. Del. Lead Case No. 09-12292).  Two of its
affiliates filed for separate Chapter 11 petitions on Sept. 15,
2009 (Bankr. D. Del. Case Nos. 09-13213 to 09-13214).  An
affiliate filed for separate Chapter 11 petition on Sept. 23, 2009
(Bankr. D. Del. Case No. 09-13285).  Attorneys at the Law Offices
of Joseph J. Bodnar represent the Debtors in their restructuring
efforts.  The Debtor did not file a list of 20 largest unsecured
creditors.  In its petition, the Debtors listed assets and debts
both ranging from $10 million and $50 million.


KINGSLEY CAPITAL: 10th Cir. Says Appeal Time Can't Be Waived
------------------------------------------------------------
WestLaw reports that the U.S. Court of Appeals for the Tenth
Circuit has held that the timely filing of a notice of appeal of a
Bankruptcy Court order was jurisdictional.  Therefore, that
timeliness requirement was not subject to waiver.  In re Kingsley
Capital, Inc., --- F.3d ----, 2010 WL 177251 (10th Cir.).

Denver, Colorado-based Kingsley Capital Inc. sought Chapter 11
protection (Bankr. D. Colo. Case No. 08-17152) on May 23, 2008.
Christian C. Onsager, Esq., David M. Rich, Esq., and Michael J.
Guyerson, Esq., at Onsager, Staelin & Guyerson LLC, represent the
Debtor.  The Debtor filed its schedules of assets and schedules,
disclosing total assets of $10,356,146 and total liabilities of
$5,028,840, on June 9, 2008.  As reported in the Troubled Company
Reporter on Nov. 12, 2009, the Bankruptcy Court confirmed the
Debtor's Second Amended Plan of Reorganization.


KLCG PROPERTY: KeyLime Water Park Heading for March 16 Auction
--------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that KLCG Property LLC and
Gurnee Property LLC, the owners of the KeyLime Cove indoor water
park in Gurnee, Illinois, intend to sell the property to secured
lender Dougherty Funding LLC unless there's a better offer at an
auction scheduled for March 16.  Dougherty will pay $65 million
for the project by exchanging some of the pre-bankruptcy secured
debt and the $2.8 million KLCG is offering to finance the
reorganization effort.

According to the report, the Bankruptcy Court will hold a hearing
on Feb. 9 to consider approval of the Bid Procedures.  KLCG wants
competing bids by March 12, in advance of the March 16 auction and
a hearing on March 18 for approval of the sale.

Dougherty Funding has been the intended buyer since the Chapter 11
case began Dec. 16. Dougherty is owed $89.5 million on a
construction loan.

Headquartered in Gurnee, Illinois, KLCG Property, LLC, was
organized in Delaware on October 13, 2005, for the purpose of
constructing, owning, and operating a 414-room destination resort
hotel, indoor water park and conference center located within the
greater northern Chicagoland region.

KLCG Property filed for Chapter 11 bankruptcy protection on
December 16, 2009 (Bankr. D. Delaware Case No. 09-14418).  The
Company's affiliate, Gurnee Property, LLC, also filed for Chapter
11 bankruptcy protection.  Donald J. Bowman, Jr., Esq., and
Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor assist
the Debtors in their restructuring efforts.  KLCG Property listed
$50,000,001 to $100,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.


LA JOLLA: Receives Nasdaq Delisting Notice; Intends to Appeal
-------------------------------------------------------------
La Jolla Pharmaceutical Company received a delisting notice from
the Nasdaq Stock Market LLC on January 19, 2010.  The notice
indicates Nasdaq's belief that the Company is operating as a
"public shell" and that the resulting entity in the proposed
merger between the Company and Adamis Pharmaceuticals Corporation
(OTCBB: ADMP.OB) will not meet Nasdaq's initial listing
requirements.  Nasdaq has determined that the continued listing
and trading of public shells could be detrimental to the interests
of the investing public.  Listing Rule 5101 provides Nasdaq with
discretionary authority to apply more stringent criteria for
continued listing and terminate the inclusion of particular
securities based on any event that occurs that in the opinion of
Nasdaq makes inclusion of the securities on Nasdaq inadvisable or
unwarranted.

The Company intends to appeal the determination in the January 19
letter.  Absent such an appeal, trading of the Company's common
stock would be suspended at the open of business on January 28,
2010 and a Form 25-NSE would be filed with the Securities and
Exchange Commission to remove the Company's securities from
listing and registration on Nasdaq.

The Company's appeal will stay the suspension of the trading of
the Company's common stock pending a final decision by a Nasdaq
Listing Qualifications Panel.  Accordingly, the Company does not
expect any change to its listing status until after the hearing
date, which is expected to take place within four to six weeks.
Notwithstanding the appeal, the Company expects that its stock
will be delisted following the completion of the merger with
Adamis as the transaction will constitute a change of control and
the combined entity is not expected to satisfy the Nasdaq initial
listing standards that would be applied at that time.

La Jolla Pharmaceutical Company is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

As of December 31, 2008, La Jolla's balance sheet showed
$20.8 million in total assets, $17.2 million in total current
liabilities, $179,000 in non-current portion of obligations under
notes payable, and $34,000 in non-current portion of obligations
under capital leases.


LAS VEGAS MONORAIL: Wants to Use Cash Collateral
------------------------------------------------
Las Vegas Monorail Company has sought authorization from the U.S.
Bankruptcy Court for the District of Nevada to use cash collateral
securing their obligation to their prepetition lenders.

The attorneys for the Debtor -- Gerald M. Gordon, Esq., and
William M. Noall, Esq., who have offices in Las Vegas, Nevada --
explain that the Debtor needs the money to fund its Chapter 11
case, pay suppliers and other parties.

The Debtor executed a Financing Agreement dated September 1, 2000
(the Financing Agreement) with the Director of the Nevada
Department of Business and Industry (the Director or Issuer),
granting certain limited security interests in cash and cash
equivalents and amounts held in funds or accounts with Wells Fargo
Bank, N.A. (the Trustee), which Financing Agreement was assigned
to Wells Fargo as trustee under the Senior Indenture dated
September 1, 2000 (the Senior Indenture) and the Subordinate
Indenture dated as of September 1, 2000 (the Subordinate Indenture
and, together with the Senior Indenture, the Indentures).

Payment of principal and interest of the 1st Tier Bonds under the
Senior Indenture is insured by Ambac Assurance Corporation.  The
Director and Ambac entered into a Guaranty Agreement dated as of
September 20, 2000 (the Guaranty) by which, among other things,
the Director granted Ambac a security interest in the same
collateral as the Trustee for the Indentures, but which is
subordinated to the Trustee's rights under the Indentures.

The Trustee and Ambac are the only entities with an interest in
any Cash Collateral.

Debtor seeks a determination by the Court as to whether and to
what extent cash and cash equivalents of the Debtor as of the
Petition Date, and cash and cash equivalents generated by the
Debtor after the Petition Date, constitute Cash Collateral.  The
Debtor contends that the extent of Cash Collateral is limited to:
(1) Project Revenues that have been deposited in Debtor's
Collection Fund at Wells Fargo or other accounts maintained at
Wells Fargo as of the Petition Date, excluding any amounts
required by the Debtor for operation and maintenance costs;
(2) interest income generated by the Project Revenues deposited in
the Collection Fund or other accounts at Wells Fargo as of the
Petition Date; and (3) the Bond Proceeds and interest income
generated by the Bond Proceeds to the extent that the
Bond Proceeds still exist and are maintained in accounts with
Wells Fargo.

The Debtor contends that Project Revenues that aren't in the
Collection Fund or otherwise on deposit in an account at Wells
Fargo as of the Petition Date are not Cash Collateral.  Debtor
contends that Project Revenues that are generated after the
Petition Date are not Cash Collateral (the Postpetition Revenues).

The Debtor proposes a replacement lien in the Postpetition
Revenues, which are otherwise unsecured.

Messrs. Gordon and Noall state, "The relief sought herein is
emergency in nature because the Trustee seeks to block the
Debtor's use of any cash, whether generated prepetition or
postpetition, and whether or not controlled by the Trustee."  To
the extent the Prepetition Revenues not deposited with the Trustee
or the Postpetition Revenues constitute Cash Collateral, the
Debtor requests that it be entitled to use that Cash Collateral on
an emergency interim basis and pending the final hearing, pursuant
to a budget.

"None of the Debtor's Prepetition Revenues are subject to properly
perfected security interests held by the Trustee or Ambac and thus
are not Cash Collateral," Messrs. Gordon and Noall say.

The Cash on Hand as of the Petition Date and the Bank of America
Account aren't subject to a properly perfected security interest
of the Trustee or Ambac because the funds and the account aren't
in their possession.  The Receivables aren't subject to any
security interest of the Trustee or Ambac because no security
interest was ever granted in the property in their applicable
security documents.

Fare Revenues and Ad Revenues have been deposited into the BofA
Account, and thus the Trustee and Ambac will lack the requisite
possession or control over the property or account to have a
properly perfected security interest therein.

The funds on deposit at Wells Fargo are secured to the extent the
funds aren't necessary to pay O&M Costs.  The Debtor's
Postpetition Revenues aren't subject to any properly perfected
security interest of the Trustee or Ambac and thus do not
constitute Cash Collateral.  All of the Debtor's Postpetition
Revenues will be derived from operation of the Monorail, and thus
are not "proceeds" of any prepetition collateral.

The maximum amount subject to the Trustee's security interest
which may be Cash Collateral is approximately $226,346.06.

Rather than make postpetition adequate protection payments to the
Trustee, the Debtor requests authority to use the funds in its
BofA Account and Debtor's Wells Fargo Accounts that are required
to pay O&M costs.

The Trustee and Ambac don't agree with the Debtor regarding the
characterization and extent of Cash Collateral and proposed
expenditures by the Debtor, and have made demands upon the Debtor
to the extent of adequate protection which couldn't be resolved by
the Petition Date.

The Director disagrees with the Debtor's position concerning the
reach of the indenture trustee's interest in cash held by the
Debtor, but doesn't object to the use of the cash collateral in
the Debtor's operation provided the Debtor adheres to its
obligations to the Director and the indenture trustee under the
Financing Agreement and Indentures.  According to the Director,
the Debtor, which has been in default of the Financing Agreement
and Indentures for nearly three years, turned over all revenues to
the Trustee until recently when, unbeknownst to the Director or
apparently the Trustee, the Debtor began diverting a portion of
such revenue to a new bank account at BofA in an effort to deprive
the holders of the Bonds of possession of, and thus their security
interest in, a substantial portion of the Monorail's revenue.

The Director is represented by Ballard Spahr LLP.

Bombardier Transit Corporation says that it doesn't wish to inform
the Court regarding its maintenance and operation contract with
the Debtor and the importance and necessity of those services.
Bombardier states that if it is forced to suspend work on the
System as a result of nonpayment, the System cannot operate either
practically or legally under the Clark County Amusement &
Transportation System ordinance.  It is imperative that any budget
approved by the Court contain a line item for payment of the
monthly fees owing to Bombardier under the existing operations and
maintenance contract.  Bombardier states that the Debtor and the
Trustee agree that the Debtor will be permitted to continue making
monthly payment and other reasonable and necessary payments to
Bombardier pursuant to the terms of the O&M Contract.

Bombardier is represented by Santoro, Driggs, Walch, Kearney,
Holley & Thompson.

                    About Las Vegas Monorail

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 SANDS: Inks Amended Employment Deal With Sr. VP Kay
-------------------------------------------------------------
Las Vegas Sands Corp. and Kenneth J. Kay, the Company's Senior
Vice President and Chief Financial Officer, entered into a letter
agreement to amend Mr. Kay's employment agreement, dated as of
November 3, 2008.  The Amendment provides for an increase in Mr.
Kay's base salary from $900,000 to $1.1 million, retroactive to
December 1, 2009.

Pursuant to his Employment Agreement, Mr. Kay was granted
nonqualified stock options to purchase 100,000 shares of the
Company's common stock pursuant to the Company's 2004 Equity Award
Plan, with an exercise price equal to the fair market value of the
Company's common stock on January 1, 2009.

The stock options vest over six years, with 33,333 options vesting
over four years commencing on the first anniversary of the Date of
Grant, an additional 33,333 options vesting over four years
commencing on the second anniversary of the Date of Grant and the
remaining 33,334 vesting over four years commencing on the third
anniversary of the Date of Grant. Accordingly, 5,000 stock options
vested on January 1, 2010.

In accordance with the Amendment, the vesting schedule of the
options set forth in the Employment Agreement and the option
agreement between Mr. Kay and the Company is amended so that (a)
an additional 20,000 options are deemed retroactively vested as of
January 1, 2010, resulting in a cumulative total of 25,000 options
being vested as of that date and (b) the remaining 75,000 options
will vest in equal installments of 25,000 options each on the
second, third and fourth anniversaries of the Date of Grant.

                       About Las Vegas Sands

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

As reported by the TCR on Aug. 4, 2009, Moody's placed Las Vegas
Sands Corp.'s ratings, including its 'B3' Corporate Family Rating,
on review for possible downgrade.  Moody's cited weak operating
results and heightened concern regarding the Company's ability to
maintain compliance with financial covenants, among other things.

The Company also carries 'B-' issuer credit ratings from Standard
& Poor's.


LEHMAN BROTHERS: Fires Back in Metavante Swap Dispute
-----------------------------------------------------
Law360 reports that Lehman Brothers Special Financing Inc. has
weighed in on Metavante Corp.'s attempt to reverse a bankruptcy
judge's ruling that it owed LBSF more than $6.6 million under a
2007 swap agreement, arguing that Metavante could not suspend
payments since it waited too long to terminate the swap.

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)


LIBBEY INC: Unit Commences Tender Offer for Senior Secured Notes
----------------------------------------------------------------
Libbey Inc.'s wholly owned subsidiary Libbey Glass Inc. has
commenced a cash tender offer to purchase any and all of its
outstanding $306.0 million aggregate principal amount of Floating
Rate Senior Secured Notes due 2011, plus accrued and unpaid
interest to, but excluding, the applicable settlement date.  In
conjunction with the Tender Offer, Libbey Glass is also soliciting
consents for certain proposed amendments to the indenture
governing the Notes that would eliminate substantially all of the
restrictive covenants and modify certain of the events of default
and other provisions of the Indenture.

The Tender Offer is scheduled to expire at 11:59 p.m., New York
City time, on February 22, 2010, unless extended by the Company.
The Consent Solicitation will expire at 5:00 p.m., New York City
time, on February 5, 2010, unless extended or earlier terminated
by the Company.  Tendered Notes may be withdrawn at any time on or
prior to 5:00 p.m., New York City time, on February 5, 2010.
Other than as required by applicable law, tendered Notes may not
be withdrawn after the Withdrawal Date.  Any Holder who tenders
Notes pursuant to the Tender Offer must also deliver a Consent to
the Proposed Amendments.

Holders who validly tender (and do not validly withdraw) Notes and
deliver their Consents at or prior to the Consent Date will
receive total consideration of $1,027.50 per $1,000 principal
amount of Notes, which includes an amount of cash equal to $30.00
per $1,000 principal amount of Notes so tendered and accepted for
purchase.  Holders who validly tender Notes after the Consent Date
but at or prior to the Expiration Date will be eligible to receive
the Total Consideration less the Early Tender Premium.  Holders
who validly tender and do not validly withdraw their Notes in the
Offer will also be paid accrued and unpaid interest on such Notes
from the last interest payment date to, but not including, the
applicable settlement date, payable on the applicable settlement
date.

The table below provides a summary of these payments.

    Tender Offer           Early Tender         Total
   Consideration(1)(2)(3)    Premium(1)   Consideration(1)(3)(4)
   -----------------------   ------------ ----------------------
        $997.50                 $30.00                 $1,027.50
        -------                 ------                 ---------

    (1) Per $1,000 principal amount of Notes accepted for
        purchase.  If validly tendered after the Consent Date and
        at or prior to the

    (2) Expiration Date.
        Does not include accrued and unpaid interest that will be
        paid on

    (3) Notes accepted for purchase.
        If validly tendered at or prior to the Consent Date and
        not

    (4) validly withdrawn at or prior to the Withdrawal Date.

Libbey Glass's obligation to accept for purchase and pay the Total
Consideration or Tender Offer Consideration, as applicable, for
validly tendered Notes is subject to, and conditioned upon,
satisfaction or, where applicable, Libbey Glass's waiver of, the
following:

the tender of at least a majority in principal amount of the
outstanding Notes at or prior to the Consent Date (whereby Libbey
Glass will obtain the Consents from the Holders of at least a
majority in aggregate principal amount of the Notes then
outstanding for the Proposed Amendments);

the consummation of the following transactions:

issuance of at least $400.0 million aggregate principal amount of
senior secured notes of Libbey Glass;

the repayment of Libbey Glass's $80.4 million Senior Subordinated
Secured Payment-in-Kind Notes due 2021;

the entry by Libbey Glass into a new senior secured credit
facility; and

the payment of related fees and expenses; and

certain other conditions listed in the Offer to Purchase and
Consent Solicitation Statement.

The Company reserves the right to waive any and all conditions to
the Offer.  The Company will not be required to pay any Early
Tender Premium in connection with the Offer unless the Notes are
tendered at or prior to the Consent Date and the Company shall
have accepted the Notes for purchase pursuant to the Tender Offer.

The principal purpose of the Offer is to acquire all outstanding
Notes and to eliminate substantially all of the restrictive
covenants and to modify certain of the events of default and other
provisions in the Indenture.

The Company has engaged Barclays Capital Inc. and BofA Merrill
Lynch to act as Dealer Managers and Solicitation Agents for the
Offer and Bondholder Communications Group, LLC to act as
Information and Tender Agent for the Offer.  Questions regarding
the terms of the Tender Offer and Consent Solicitation may be
directed to Barclays Capital Inc. at (800) 438-3242 (toll free) or
(212) 528-7581 (collect) or BofA Merrill Lynch at (888) 292-0070
(toll free) or (980) 388-9217 (collect).  Questions regarding
procedures for tendering Notes and delivering Consents or requests
for documentation may be directed to Bondholder Communications
Group, LLC at (888) 385-2663 (toll free) or (212) 809-2663
(collect).

Based in Toledo, Ohio, since 1888, the Company operates glass
tableware manufacturing plants in the United States, Mexico,
China, Portugal and the Netherlands.

Based in Toledo, Ohio, since 1888, Libbey operates glass tableware
manufacturing plants in the United States in Louisiana and Ohio,
as well as in Mexico, China, Portugal and the Netherlands.  Libbey
supplies tabletop products to foodservice, retail, industrial and
business-to-business customers in over 100 countries.  In 2008,
Libbey Inc.'s net sales totaled $810.2 million.

                        *     *     *

As reported by the Troubled Company Reporter on Nov. 13, 2009,
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Toledo, Ohio-based Libbey Inc. to 'SD'
(selective default) from 'B'.  The issue-level ratings remain on
CreditWatch, where S&P had placed them on June 11, 2009, following
S&P's concerns about the difficult operating environment facing
Libbey, increased leverage, and its ability to improve credit
metrics.


LODGENET INTERACTIVE: Black Horse Capital Reports 11.6% Stake
-------------------------------------------------------------
Black Horse Capital LP; Black Horse Capital (QP) LP; Black Horse
Capital Master Fund Ltd.; Black Horse Capital Management LLC; and
Dale Chappell disclosed that they beneficially hold in the
aggregate 2,705,080 shares representing 11.6% of the outstanding
Common Stock of LodgeNet Interactive Corporation as of January 12,
2010.

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET) -- http://www.lodgenet.com/-- provides media and
connectivity solutions designed to meet the unique needs of
hospitality, healthcare and other guest-based businesses.
LodgeNet Interactive serves more than 1.9 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.  The Company's services include: Interactive
Television Solutions, Broadband Internet Solutions, Content
Solutions, Professional Solutions and Advertising Media Solutions.
LodgeNet Interactive Corporation owns and operates businesses
under the industry leading brands: LodgeNet, LodgeNetRX, and The
Hotel Networks.

As of September 30, 2009, LodgeNet had $541.5 million in total
assets against $610.5 million in total liabilities, resulting in
$68.9 million in stockholders' deficiency.

                          *     *     *

As reported by the Troubled Company Reporter on June 10, 2009,
Moody's affirmed LodgeNet's B3 corporate family rating, Caa1
probability of default rating and SGL-4 speculative grade
liquidity rating (indicating poor liquidity).  The rating
continues to be influenced primarily by liquidity matters stemming
from the company's very limited financial covenant compliance
cushion.


LODGENET INTERACTIVE: Delays Sale of $290MM of Debt Securities
--------------------------------------------------------------
LodgeNet Interactive Corporation filed with the Securities and
Exchange Commission a FORM S-3 REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 to delay the effective date of a
registration statement relating to the Company's planned issuance
of $290,000,000 of Debt Securities, Preferred Stock, $0.01 par
value per share, Common Stock, $0.01 par value per share,
Depositary Shares, Warrants and Units.

The Company intends to use the net proceeds from the sale of the
securities for general corporate purposes, which may include
additions to working capital, repayment or redemption of existing
indebtedness, financing of capital expenditures, research and
development of new technologies, acquisitions and strategic
investment opportunities.

A full-text copy of the Company's Form S-3 Registration Statement
and related prospectus is available at no charge at:

               http://ResearchArchives.com/t/s?4e43

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET) -- http://www.lodgenet.com/-- provides media and
connectivity solutions designed to meet the unique needs of
hospitality, healthcare and other guest-based businesses.
LodgeNet Interactive serves more than 1.9 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.  The Company's services include: Interactive
Television Solutions, Broadband Internet Solutions, Content
Solutions, Professional Solutions and Advertising Media Solutions.
LodgeNet Interactive Corporation owns and operates businesses
under the industry leading brands: LodgeNet, LodgeNetRX, and The
Hotel Networks.

As of September 30, 2009, LodgeNet had $541.5 million in total
assets against $610.5 million in total liabilities, resulting in
$68.9 million in stockholders' deficiency.

                          *     *     *

As reported by the Troubled Company Reporter on June 10, 2009,
Moody's affirmed LodgeNet's B3 corporate family rating, Caa1
probability of default rating and SGL-4 speculative grade
liquidity rating (indicating poor liquidity).  The rating
continues to be influenced primarily by liquidity matters stemming
from the company's very limited financial covenant compliance
cushion.


LYONDELL CHEMICAL: BoNY Settles Plea for Payment of $361.5MM
------------------------------------------------------------
The Bank of New York Mellon and the Bank of New York Mellon Trust
Company, N.A., as indenture trustee for the holders of certain
notes aggregating (a) $100 million issued by Lyondell Chemical
Company, as predecessor-in-interest of ARCO Chemical Company, and
(b) $225 million issued by Equistar Chemicals, LP, is asking the
Court to allow and direct payment of an administrative expense
claim under Section 507(b) of the Bankruptcy Code for
$361.5 million.  BoNY claims it now holds a Section 507(b)
superpriority administrative expense claim for $361.5 million in
light of the decline in value of its collateral.

In separate filings, the Debtors, the Official Committee of
Unsecured Creditors and the Ad Hoc Group of Senior Secured Lenders
object to The Bank of New York Mellon and the Bank of New York
Mellon Trust Company, N.A.'s Motion to Allow its Claim under
Section 507(b) of the Bankruptcy Code for $361.5 million.

Representing the Debtors, Mark C. Ellenberg, Esq., at Cadwalader,
Wickersham & Taft LLP, in New York, tells the Court that BoNY's
Motion to Allow is premature.  If the Second Amended Joint Plan
of Reorganization is confirmed, the Noteholders' Section 507(b)
rights, if any, will be eliminated and the Court will never need
to decide whether and to what extent Section 507(b) claims exist,
he discloses.

The Committee contends that BoNY's collateral has not declined in
value since the Petition Date.  Instead, the Debtors' Business
Enterprise Value or "BEV" of $19.2 billion at the time of the DIP
final hearing is wrong when compared with the BEV asserted in the
Second Amended Disclosure Statement of $14.5 billion, Steven D.
Pohl, Esq., at Brown Rudnick LLP, in Boston, Massachusetts, points
out.  If BoNY is allowed a superpriority administrative expense
claim based on mistake rather than actual diminution, the Debtors'
estates and all other constituents would be further and improperly
harmed, he contends.

Following negotiations, the Debtors' counsel, Andrew M. Troop,
Esq., at Cadwalader, Wickersham & Taft LLP, in New York, told the
Court on January 19, 2010, that BoNY's Motion to Allow is
tentatively resolved due to a pending settlement it reached with
the Debtors that remains subject to definitive documentation.

Indeed, counsel for BoNY, Glenn E. Siegel, Esq., at Dechert LLP,
in New York, told Judge Gerber that BoNY reached a settlement with
the Debtors that will allow its bonds to be treated the same as
similar debt, reports Bloomberg News.  BoNY owns $325 million in
notes due 2020, known as "Arco notes," and $150 million in notes
due 2026, known as "Equistar notes."

"The Arco and Equistar noteholders will receive identical plan
consideration and treatment," Mr. Siegel said, adds Bloomberg. The
noteholders won't have to bear the costs of litigation against
secured lenders, who may have their claims reduced by the amount
of some payments already received in the case, Mr. Siegel added.

The proposed settlement is subject to Court approval.

                     About Lyondell Chemical

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

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

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

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

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

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


LYONDELL CHEMICAL: Court Won't Stop Adequate Protection Payments
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Lyondell
Chemical's cases alleges that since the entry of the order
approving Lyondell's access to DIP financing, the DIP Lenders and
First Lien Lenders who are Senior Facility Prepetition Secured
Lenders holding First Lien Loans that are not Roll Up DIP Loans,
have steered the restructuring of the Debtors to their exclusive
benefit.  The First Lien Lenders have improperly received
$440 million in postpetition interest payments and $32 million in
reimbursement of professional fees and expenses as adequate
protection payments, Steven D. Pohl, Esq., at Brown Rudnick LLP,
in New York, asserts.  Moreover, Jack F. Williams, the examiner
appointed in the Debtors' Chapter 11 cases, noted in his report
that at least 45% to 60% of the $100 million plus of the Debtors'
total monthly restructuring expenses relate to adequate
protection payments and professional fees in connection with the
DIP Financing, Mr. Pohl notes.

By this motion, the Committee seeks relief from the Final DIP
Order with respect to these provisions requiring:

  (i) Lyondell Chemical Company and Basell GmbH to pay all
      accrued but unpaid interest and letter of credit and other
      fees on the first business day of each month beginning on
      March 2, 2009, for the preceding month under the Senior
      Facility Prepetition Credit Agreement with respect to
      Senior Facility Loan that has not been designated as Roll
      Up Dip Loans, at the non-default contract rate under the
      Senior Facility Prepetition Loan documents; and

(ii) the Debtors to make current cash payments of all fees and
      expenses, including the reasonable fees and disbursements
      of counsel, financial and other consultants and advisors
      to, among others, the prepetition agents, LeverageSource
      III S.a.r.l., and the Ad Hoc Group of Senior Secured
      Lenders.

The Debtors and the Ad Hoc Group of Senior Secured Lenders oppose
the Official Committee of Unsecured Creditors' Motion for Relief
from the Final DIP Order.

On behalf of the Debtors, George A. Davis, Esq., at Cadwalader,
Wickersham & Taft LLP, in New York, tells the Court that a
modification of the Final DIP Order to terminate the Debtors'
obligations to make adequate protection payments may constitute
an event of default under the DIP Credit Agreement.  An Event of
Default occurs upon entry of an order by the Bankruptcy Court
reversing, amending, supplementing or modifying the Final DIP
Order, he says.  Moreover, the Final DIP Order grants the DIP
Lenders authority to exercise rights with respect to an event of
default if the Final DIP Order is modified to terminate the
adequate protection payments, he stresses.

After due consideration, Judge Gerber denied the Committee's
request at a hearing held January 19, 2010, to modify the Final
DIP Order to terminate the Adequate Protection Payments, Reuters
reports.

The payments, which protect lenders' collateral while the company
is in bankruptcy, total about $500 million, notes Bloomberg News.

The payments were based on an initial report released by Duff &
Phelps in February 2009, estimating Lyondell's enterprise value
at $19 billion.  The Debtors' Second Amended Plan in December
2009, disclosed that the Debtors' enterprise value is about
$14.5 billion.

According to Bloomberg News, Judge Gerber said that the disparity
in the Debtors' business enterprise values led him to question
whether he got a "garbage valuation" in the Duffs & Phelps
report.

"The idea that the estate has lost half a billion causes me to at
least wonder that I got a bad valuation at the outset of this
case. A really bad valuation," Judge Gerber pointed out, notes
Bloomberg.

"While it is likely that the Debtors' previous BEV was too high,
it is arguable that better valuations prepared now would find
that the Senior Secured Lenders were under-secured," Judge Gerber
added, Reuters noted.

Judge Gerber stressed at the January 19 hearing that if the
Adequate Protection Payments stop, the Debtors could be in
default on their $8 Billion DIP Loan, leading to distracting and
costly litigation, Bloomberg disclosed.

Lyondell Chemical Company's spokesperson told Reuters that the
Court's decision not to intervene in the adequate protection
issue was favorable to the Debtors because other options could
create issues for the DIP financing that the Debtors are
committed to avoiding.

A formal order is yet to be entered by the Court.

                     About Lyondell Chemical

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

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

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

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

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

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


LYONDELL CHEMICAL: Gets Approval for Settlement with Insurers
-------------------------------------------------------------
Lyondell Chemical Co. and its units obtained approval from the
Court to:

  (a) a settlement among Debtors Lyondell Chemical Company,
      Equistar Chemicals, LP and Millennium Chemicals Inc.,
      Zurich America Insurance Company and 20 other insurance
      companies, a list of which is available for free at:

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

  (b) a settlement among Lyondell, Equistar, MCI and Allianz
      Global Risks US Insurance Company.

Christopher R. Mirick, Esq., at Cadwalader, Wickersham & Taft LLP,
in New York, relates that the Settlements will resolve all
outstanding issues between the Debtors and the Insurers in
connection with the coverage of, and liability under, certain
insurance policies with respect to the damage to various
facilities of the Debtors caused by Hurricane Rita in September
2005.

                     Zurich Settlement

Specifically, the Zurich Settlement provides that the Zurich
Insurers separately participated in an Excess of  Loss property
insurance program and issued policies of insurance to Lyondell for
the period of November 1, 2004, to November 1, 2005.  In light of
Hurricane Rita, the Debtors submitted a claim for Loss under the
Policies for physical loss or damage, and other costs and
expenses.  The Debtors also submitted a claim for the Loss under
its primary Oil Insurance Limited policy.

Against this backdrop, the Debtors and the Zurich Insurers  agreed
to settle the Claim for $2,416,114, which is payable by the Zurich
Insurers pursuant to a  breakdown, a copy of which is may be
accessed for free at:

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

In turn, the Debtors agreed not to sue, and to release the Zurich
Insurers from any and all causes of action, claims, or demands of
any kind that the Debtors have or may have relating to:

     -- the Loss or Claim;

     -- demands for money or of any nature, including damages
        sustained directly, indirectly or arising out of the
        Loss or Claim; and

     -- any claim or cause of action for physical loss or damage
        and other costs arising out of the Claim or actual or
        alleged insurance coverage for the Loss based upon any
        allegations of violation of duty of good faith, bad
        faith, violation of any applicable insurance code, acts
        of commission or omission with respect to settlement
        arising from the Claim or Loss on the part of the Zurich
        Insurers, or any claims for attorney's fees or expenses.

                     Allianz Settlement

The Allianz Settlement provides that Allianz Global Risks
participated in an Excess of Loss property insurance program and
issued a policy of insurance to the Debtors for the period of
November 1, 2004, to November 1, 2005.  As a result of Hurricane
Rita, the Debtors submitted a claim for Loss under the Policy for
physical loss and other costs to Allianz Global Risks.  The
Debtors also filed a claim for the Loss under its primary Oil
Insurance Limited policy.

In this light, the Debtors and Allianz Global Risks reached an
agreement to settle the Claim for $120,805.

In turn, the Debtors agreed not to sue and release Allianz
Global Risks from any and all causes of action, claims, or demands
of any kind that the Debtors have or may have relating to:

     -- the Loss or Claim;

     -- demands for money or of any nature, including damages
        sustained directly, indirectly or arising out of the
        Loss or Claim; and

     -- any claim or cause of action for physical loss and other
        costs arising out of the Claim or actual or alleged
        insurance coverage for the Loss based upon any
        allegations of violation of duty of good faith, bad
        faith, violation of any applicable insurance code, acts
        of commission or omission with respect to settlement
        arising from the Claim or Loss on the part of Allianz
        Global Risks, or any claims for attorney's fees or
        expenses.

Mr. Mirick adds that the Settlements provide finality with respect
to the insurance reconciliation efforts of the Debtors, and free
resources of the Debtors to pursue more productive tasks.

                     About Lyondell Chemical

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

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

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

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

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

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


MANHATTAN INVESTMENT: S.D.N.Y. Declines to Tax Costs to Trustee
---------------------------------------------------------------
On appeal in a fraudulent transfer avoidance action challenging
transfers that the debtors effected in furtherance of a Ponzi
scheme, WestLaw reports, the district court would exercise its
discretion not to tax against the trustee the costs that the
defendant incurred in posting a supersedeas bond, though the
district court ultimately found that fact issues as to whether the
defendant had demonstrated the requisite diligence precluded entry
of summary judgment for the trustee on the defendant's "good
faith" defense.  The district court, while rejecting the
bankruptcy court's conclusion that summary judgment was warranted
in favor of the trustee on the "good faith" defense, certainly did
not conclude that a jury could not reach a decision consistent
with that of the bankruptcy court and in favor of the trustee.
Moreover, the proceeding involved numerous complex and novel
issues, on most of which the trustee prevailed.  In re Manhattan
Inv. Fund Ltd., --- B.R. ----, 2009 WL 5178411 (S.D.N.Y.).

Manhattan Investment Fund Ltd. sought chapter 11 protection on
March 7, 2000 (Bankr. S.D.N.Y. Case No. 00-10922), estimating
assets between $10 million and $50 million and liabilities of more
than $100 million.  Helen Gredd is the Chapter 11 Trustee for the
Manhattan Investment Fund.


MESA AIR: Moves to Terminate Excess Aircraft Leases
---------------------------------------------------
Bill Rochelle at Bloomberg News reports that Mesa Air Group Inc.
is seeking approval from the Bankruptcy Court to terminate leases
for excess aircraft. From the outset, Mesa said that 52 unneeded
aircraft were already parked and another 25 aren't needed.  Mesa
is seeking authorization from the bankruptcy court to end the
leases immediately or at a future dates when the aircraft become
surplus.  The motion is scheduled for hearing on February 9.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


MICHAEL GEIGER: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Michael Geiger
        96 Woodhill Road
        Newtown, PA 18940

Bankruptcy Case No.: 10-10513

Chapter 11 Petition Date: January 25, 2010

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Jean K. FitzSimon

Debtor's Counsel: Kenneth E. Aaron, Esq.
                  Weir & Partners LLP
                  1339 Chestnut Street, Suite 500
                  Philadelphia, PA 19107
                  Tel: (215) 665-8181
                  Email: Kaaron@Weirpartners.Com

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

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

The petition was signed by Mr. Geiger.


MICHAEL MACK: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Michael H. Mack
               Marilyn Kay Mack
               PO Box 217
               Nolensville, TN 37135

Bankruptcy Case No.: 10-00682

Chapter 11 Petition Date: January 25, 2010

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Debtors' Counsel: E. Covington Johnston, Esq.
                  Johnston & Street
                  238 Public Sq
                  Franklin, TN 37064
                  Tel: (615) 791-1819
                  Fax: (615) 791-1418
                  Email: ecjohnston@covad.net

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

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

According to the schedules, the Company has assets of $2,455,910
and total debts of $1,640,900.

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

            http://bankrupt.com/misc/tnmb10-00682.pdf

The petition was signed by the Joint Debtors.


NATIONAL MEDICAL: S&P Withdraws 'BB' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'BB'
corporate credit rating on the U.S.-based healthcare company
National Medical Care Inc. as the company no longer has any
publicly rated debt instruments outstanding.

National Medical Care Inc. is a subsidiary of Germany-based health
care company Fresenius Medical Care AG & Co. KGaA (BB/Stable/--).


NEXTWAVE WIRELESS: Receives Delisting Notice From NASDAQ
--------------------------------------------------------
NextWave Wireless Inc. announced that, on Jan. 22, 2010, the
Company received a NASDAQ Staff Determination letter indicating
that the Company's common stock is subject to delisting from The
NASDAQ Global Market because of non-compliance with the $1.00
minimum bid price requirement, as set forth in NASDAQ Listing Rule
5450 (A 29.45, +0.28, +0.96%) (1), unless the Company requests a
hearing before a NASDAQ Listing Qualifications Panel by the close
of business on Jan. 29, 2010.  The Company intends to timely
request a hearing and accordingly its common stock will remain
listed on The NASDAQ Global Market pending a final determination
by the Panel.

In connection with the hearing, the Company intends to submit a
plan outlining its strategy for regaining compliance with the
Rule, which the Company anticipates may include a reverse stock
split.  Under NASDAQ's Listing Rules, the Panel may, in its
discretion, determine to continue the Company's listing pursuant
to an exception to the Rule for a maximum of 180 calendar days
from the date of the Staff Determination letter, or through
July 21, 2010, in order to permit the Company adequate time to
effectuate a reverse stock split or otherwise regain compliance
with the Rule.  However, there can be no assurance that the Panel
will grant the Company additional time or that the Company's
efforts to maintain the listing of its common stock on NASDAQ will
be successful.

                     About NextWave Wireless

NextWave Wireless Inc. is a wireless technology company that
develops, produces and markets mobile multimedia and consumer
electronic connectivity products including device-embedded
software for mobile handsets, client-server media platforms, media
sharing software for consumer electronics and pocket-sized mobile
broadcast receivers.  The company also manages and maintains
worldwide wireless spectrum licenses.


NORANDA ALUMINUM: Moody's Upgrades Sr. Unsec. Notes Rating to Caa2
------------------------------------------------------------------
Moody's Investors Service upgraded Noranda Aluminum Holding
Corporation's Corporate Family Rating and Probability of Default
Rating to B3 from Caa1.  Moody's also upgraded Noranda's senior
unsecured notes rating to Caa2 from Caa3.  At the same time,
Moody's upgraded Noranda Aluminum Acquisition Corporation's senior
secured revolver and senior secured term loan ratings to B1 from
B2 and raised the senior unsecured notes rating to Caa1 from Caa2.
The speculative grade liquidity rating was also raised to SGL-2
from SGL-3.  The rating outlook is positive.

Noranda's B3 corporate family rating reflects the earnings
enhancement that will result from the restart of substantially all
of the New Madrid smelter pot lines with the company expecting to
reach full capacity by March 2010, as well as the significant
deleveraging of the company's capital structure, which was
achieved through the partial monetization of its hedge book.  The
rating also acknowledges the cost savings that will be achieved
through headcount reductions and other efficiencies, the strategic
benefits of acquiring sole ownership of Noranda Alumina (formerly
Gramercy), and the improving earnings trends given the more
favorable aluminum price environment and incremental demand
uptick.  However, Moody's believe aluminum prices and volumes
remain at risk to the downside as strong fundamental demand
improvement is not yet evident and global inventories remain
excessive.  Nonetheless, the rating reflects Moody's expectation
that Noranda's earnings performance, leverage and coverage ratios
will be materially better in 2010 than was the case in 2009.

The rating also considers Noranda's limited size, dimensioned by
its single smelter operation and four rolling mills and its high
absolute level of debt (including Moody's standard adjustments -
approximately $931 million dollars on a pro forma basis in January
2010 after adjusting for the repayment of revolver borrowings).
However, Moody's expect the company's leverage, as measured by the
debt/EBITDA ratio, will improve to around 4.0x by the end of 2010
(whereas it was approximately 7x on a LTM basis to September 30,
2009), using LME aluminum prices in the mid-80 cents per pound
range, and recognizing the 2010 portion of locked in hedge gains
($127.3 million of locked in 2010 and 2011 hedge gains remain as
of January 14, 2009).  Furthermore, the company's downstream
fabricating operations, while heavily exposed to residential
construction, have remained profitable (excluding impairment
charges) although this business contributes a modest degree of
earnings relative to the performance of Noranda's upstream
operations.

We anticipate 2010 primary aluminum volumes will show material
improvement over 2009 levels as New Madrid becomes fully
operational, however the ability to reach historical run rates
remains uncertain given the expectation for only a slow
improvement in critical end markets through the course of 2010.
Given Noranda's earnings leverage to its primary aluminum
operations, volumes in this segment combined with the company's
improved cost position will drive the company's earnings
performance going forward.

The upgrade to Noranda's speculative grade liquidity rating, to
SGL-2, reflects Moody's expectation for improved earnings and cash
flow in 2010 as primary aluminum production volumes expand, higher
prices are realized, and the cost basis improves, particularly
given that the company will not need to purchase aluminum on the
market to meet primary customer orders.  In addition, 2010
performance will continue to benefit from cash realizations from
Noranda's collared hedge book, which runs through 2011.  Following
the January 2010 repayment of $150 million of outstandings under
its revolver, the company has ample availability.

The positive outlook reflects Moody's expectation that Noranda
will be able to evidence improving earnings performance on a
sequential quarterly basis in 2010 as it benefits from the
resumption of full production at New Madrid, together with the
cost savings achieved to date and the benefits from sole ownership
of the alumina refinery.  The outlook also anticipates that the
company will continue to apply proceeds from its hedge book to
debt repayment, thereby continuing to strengthen its capital
structure.

Upgrades:

Issuer: Noranda Aluminum Acquisition Corporation

  -- Senior Secured Bank Credit Facility, Upgraded to B1 from B2,
     LGD 2, 26%

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to Caa1
     from Caa2, LGD 5, 77%

Issuer: Noranda Aluminum Holding Corporation

  -- Probability of Default Rating, Upgraded to B3 from Caa1

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from
     SGL-3

  -- Corporate Family Rating, Upgraded to B3 from Caa1

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to Caa2
     from Caa3, LGD 6, 95%

Outlook Actions:

Issuer: Noranda Aluminum Acquisition Corporation

  -- Outlook, Changed To Positive From Stable

Issuer: Noranda Aluminum Holding Corporation

  -- Outlook, Changed To Positive From Stable

Moody's last rating action on Noranda Aluminum Holding Corporation
and Noranda Aluminum Acquisition Corporation was on August 6,
2009, when the ratings were confirmed, concluding the review
initiated on January 30, 2009 and continued on April 2, 2009.

Headquartered in Franklin, Tennessee, Noranda generated revenues
of $802 million for the twelve months ended September 30, 2009.
It operates in two business segments: primary aluminum and
downstream.


NORANDA ALUMINUM: Plans to Sell $250,000,000 of Common Stock
------------------------------------------------------------
Noranda Aluminum Holding Corporation is seeking to sell
$250,000,000 of Common Stock, par value $0.01 per share.  Noranda
intends to use the net proceeds from the shares, including any net
proceeds from any sales of the common stock sold pursuant to the
underwriters' over-allotment, for general corporate purposes.

A full-text copy of Noranda's prospectus is available at no charge
at http://ResearchArchives.com/t/s?4e46

                      About Noranda Aluminum

Franklin, Tennessee-based Noranda Aluminum Holding Corporation --
http://www.norandaaluminum.com/-- is a North American integrated
producer of value-added primary aluminum products, as well as high
quality rolled aluminum coils.  The Company has two businesses, an
upstream and downstream business.  The primary metals, or upstream
business, produced approximately 261,000 metric tons of primary
aluminum in 2008.  The rolling mills, or downstream business, are
one of the largest foil producers in North America and a major
producer of light gauge sheet products.  Noranda Aluminum Holding
Corporation is a private company owned by affiliates of Apollo
Management, L.P.

As reported by the Troubled Company Reporter on January 19, 2010,
Standard & Poor's Ratings Services placed its 'CCC+' corporate
credit rating on Noranda Aluminum Holding Corp. on CreditWatch
with positive implications.  The issue-level ratings on Noranda
and its operating subsidiary, Noranda Aluminum Acquisition Corp.,
are not part of this rating action and remain 'D'.

The TCR said August 10, 2009, that Moody's Investors Service
confirmed Noranda Aluminum Holding Corporation's Caa1 Probability
of Default rating, Caa1 Corporate Family Rating, and Caa3 senior
unsecured notes rating.  At the same time, Moody's confirmed
Noranda Aluminum Acquisition Corporation's B2 senior secured
revolver and senior secured term loan ratings and its Caa2 senior
unsecured notes rating.  The speculative grade liquidity rating
remains SGL-3 and the rating outlook is stable.


NUVEEN INVESTMENTS: Broker Dealer Faces FINRA Disciplinary Action
-----------------------------------------------------------------
In connection with the previously disclosed inquiry by the
Financial Industry Regulatory Authority into activities by Nuveen
Investments, Inc.'s broker dealer subsidiary, Nuveen Investments,
LLC, relating to the marketing and distribution of auction rate
preferred securities, FINRA's staff has notified Nuveen's broker
dealer that the staff has made a preliminary determination to
recommend that a disciplinary action be brought against the broker
dealer.

The potential charges recommended by the staff of FINRA in such
action would allege that certain ARPS marketing materials provided
by Nuveen's broker dealer were false and misleading from 2006 to
2008 and also would allege failures by Nuveen's broker dealer
relating to its supervisory system with respect to the marketing
of ARPS during that period.  The staff of FINRA has provided
Nuveen's broker dealer an opportunity to make a written submission
to FINRA to aid its consideration of whether to revise or go
forward with the staff's preliminary determination to recommend
disciplinary action.  Nuveen's broker dealer is preparing such a
submission responding to the potential allegations and asserting
its defenses.  Nuveen's broker dealer anticipates continuing to
discuss these matters with the staff of FINRA.

                     About Nuveen Investments

Nuveen Investments, Inc., headquartered in Chicago, is a U.S.-
domiciled holding company whose subsidiaries provide investment
management products and services to retail and institutional
investors predominantly in the US.  The company's assets under
management were $128 billion as of June 30, 2009.

At September 30, 2009, the Company had total assets of
$6,657,946,000 against total liabilities of $5,692,573,000.

"We believe that funds generated from operations and existing cash
reserves will be adequate to fund debt service requirements,
capital expenditures and working capital requirements for the
foreseeable future.  Our ability to continue to fund these items
and to service debt may be affected by general economic,
financial, competitive, legislative, legal and regulatory factors
and by our ability to refinance or repay outstanding indebtedness
with scheduled maturities beginning in November 2013," Nuveen
Investments said.

On April 1, 2009, Moody's Investor Service lowered Nuveen
Investments' corporate family rating to Caa1, the rating for its
senior secured credit facilities to B3, and the rating for its
senior unsecured notes to Caa3.  In addition, on April 1, 2009,
Standard and Poor's Ratings Services lowered Nuveen Investments'
local currency long-term counterparty credit rating to B-.


ONEIDA LTD: Judge Affirms Dismissal of $6M Claim in Oneida Ch. 11
-----------------------------------------------------------------
Law360 reports that a federal judge has upheld a bankruptcy
judge's decision to expunge a breach of contract claim for more
than $6 million brought by financial advisory firm Peter J.
Solomon Co. LP against Oneida Ltd. because the flatware maker
didn't send written notice before retaining another adviser ahead
of its March 2006 Chapter 11 filing.

Headquartered in Oneida, New York, Oneida Ltd. (OTC: ONEI) --
http://www.oneida.com/-- manufactures stainless steel and
silverplated flatware for both the Consumer and Foodservice
industries, and supplies dinnerware to the foodservice industry.
Oneida also supplies a variety of crystal, glassware and metal
serveware for the tabletop industries.  The Company has
operations in the United States, Canada, Mexico, the U.K., and
Australia.

The Company and its eight affiliates filed for Chapter 11
protection on March 19, 2006 (Bankr. S.D. N.Y. Case No.
06-10489).  On May 12, 2006, Judge Gropper approved the Debtors'
disclosure statement.  Their pre-negotiated plan of
reorganization was confirmed on Aug. 31, 2006.  The company
emerged from Chapter 11 on Sept. 15, 2006, as a privately held
company.


OPUS EAST: Cooch & Taylor Bills $172,000 for July-Oct.
------------------------------------------------------
Cooch & Taylor asserts $171,992 in fees and $2,828 as
reimbursement of expenses incurred as counsel to Jeoffrey L.
Burtch, the duly appointed Chapter 7 Trustee of the Opus East
Debtors, for services performed for the benefit of Debtor Opus
East LLC for the period from July to October 2009.

In a separate application, Cooch & Taylor asserts $71,486 in fees
and $142 as reimbursement of expenses incurred for services
performed for Debtors APG I and APG II for the period from July
to October 2009.

In a separate filing, Land Partners, Inc. asserts $41,370 in fees
and reimbursement of $620 in expenses incurred from July 23 to
November 20, 2009.

                          About Opus East

Rockville-based Opus East LLC has developed more than 13.3 million
square feet of space since starting operations in 1994.  It filed
for Chapter 7 liquidation in the U.S. Bankruptcy Court for the
District of Delaware.  Opus East LLC listed $100 million to
$500 million in debts, against $50 million to $100 million in
assets in its Chapter 7 petition.

Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News.  The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and Chapter 7
proceedings of Opus East their related debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


OPUS WEST: Proposes Settlement With Two Former Employees
--------------------------------------------------------
Opus West Corp. and its debtor-affiliates ask the Court to approve
their claims settlement agreement with two of their employees,
Jefferson E. Hill, Jr. and Tomas E. Schaal, Jr.

Vickie L. Driver, Esq., at Pronske & Patel PC, in Dallas, Texas,
relates that the Debtors and the Employees desire to avoid the
expense, inconvenience, delay and uncertainty of litigation by
compromising and settling the claims and disputes arising
pursuant to the Employees' wage and other related claims as well
as a certain separation agreement and general release of all
claims.

Prior to the termination of their employment, each of the
Employees entered into Separation Agreements, which provided that
the Debtors would make payments to each of the Employees in
exchange for the Employees' release of claims against Opus West
and all of its affiliates.  Ms. Driver notes that the payments
owed by the Debtors under the Separation Agreements total over
$1 million -- $960,347 for Mr. Hill and $130,103 for Mr. Shaal.

The Debtors' Settlement Agreement with the Employees provides
that each of the Employees are willing to release all claims
against the Debtors, except for their $10,950 priority wage
claims, in exchange for rescission of the Separation Agreements.
The Employees will be able to retain all payments made under the
Separation Agreements, but the Debtors will no longer be liable
for any other payments.

Ms. Driver asserts that the Settlement Agreement is a product of
arm's-length negotiations between the Debtors and the Employees.
The Settlement terms are fair, she maintains.  She adds that the
Settlement will result in the release of approximately $1 million
in unsecured claims, as well as the avoidance of other potential
damages in the event the Employees are forced to seek rescission
of the Separation Agreements through litigation.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356).  Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.

Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News.  The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and their
related debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)


OPUS EAST: Trustee Proposes Backlick Road Property Sale
-------------------------------------------------------
Jeoffrey L. Burtch, the appointed Chapter 7 trustee for the Opus
East Debtors, ask the Court for authority to sell and transfer
the Opus East Debtors' interest in a property, commonly known as
7800 Backlick Road, located in Springfield, Fairfax County,
Virginia.

The Backlick Road Property is comprised of a 20,000 sq. ft.
building utilized by EEE of Fairfax LLC and EEE Auto Sales, Inc.,
the current tenants, as a car dealership showroom, together with
approximately 250 car parking spaces.

Wachovia Bank, National Association, is the Debtors' secured
lender with respect to the Property.  The Chapter 7 Trustee
calculates the indebtedness owed to Wachovia Bank to be
approximately $3,100,000 pursuant to a certain Deed of Trust
between Opus East LLC and TRSTE, Inc., and Wachovia.

As of the Petition Date, the Property was leased to the EEE
Tenants pursuant to a lease agreement.  The Lease's initial
expiration date was November 20, 2009, subject to the Tenants'
right to extend the term.  The Original Lease is secured by a
personal guaranty of Enayet Rashid.

According to John D. McLaughlin, Jr., Esq., at Young Conaway
Stargatt & Taylor LLP, in Wilmington, Delaware, the Tenants
failed to exercise their right to extend the term of the Original
Lease.  Accordingly, to provide the Tenants with sufficient time
to relocate their business, the Chapter 7 Trustee agreed to
extend the term of the Original Lease through March 31, 2010,
with an automatic month-to-month renewal of the term thereafter,
subject to either party's right to terminate the Original Lease
upon at least 120 days' prior written notice to the other party.

Mr. McLaughlin discloses that the Chapter 7 Trustee has been
working to market the Property cooperatively with several
interested parties who are aware that the Property is available
for sale, including COPT Acquisitions, Inc., a Delaware
corporation, a subsidiary of Corporate Office Properties Trust,
an active but ultimately unsuccessful bidder in a prior
proceeding in the Court for the Debtor's real property located in
Aberdeen, Maryland.

The Chapter 7 Trustee has also received inquiries from other
parties who have expressed an interest, including COPT.
According to Mr. McLaughlin, the highest offer for the Property
was received from COPT who offered $4,500,000.

Accordingly, the Opus East Debtors entered into a Real Estate
Purchase and Sale Agreement with COPT for the sale of the
Property, free and clear of all claims, liens and encumbrances.
The Sale Agreement also contemplates that COPT will serve as a
stalking horse bidder for the Property, and will be entitled to
break-up-fee amounting equal to 2.25% of the purchase price and
reimbursement of certain expenses arising in connection with the
sale transaction in an amount not to exceed $150,000.  The
Expense Reimbursement will be treated as an administrative
expense pursuant to Section 507(a)(1) of the Bankruptcy Code and
will be paid to COPT upon the closing of the sale to a successful
bidder other than COPT.

Mr. McLaughlin assures the Court that COPT is not an "insider" of
the Debtor as that term is defined under Section 101(13) of the
Bankruptcy Code and the Agreement was negotiated without
collusion, at arm's-length and in good faith by both parties.

The Chapter 7 Trustee avers that it desires to maximize the value
of the Property and to set the fair market price by holding a
public auction sale.  The Chapter 7 Trustee thus seeks the
establishment of uniform bidding and sale procedures, which
contemplate an auction process pursuant to which bids will be
subject to higher or better offers and which establishes a
minimum bid equal to the Purchase Price, plus payment of the
Break-Up-Fee and Expense Reimbursement.

A copy of the Sale Procedures is available for free at:

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

                          About Opus East

Rockville-based Opus East LLC has developed more than 13.3 million
square feet of space since starting operations in 1994.  It filed
for Chapter 7 liquidation in the U.S. Bankruptcy Court for the
District of Delaware.  Opus East LLC listed $100 million to
$500 million in debts, against $50 million to $100 million in
assets in its Chapter 7 petition.

Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News.  The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and Chapter 7
proceedings of Opus East their related debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


PALM SPRINGS: Case Summary & Unsecured Creditor
-----------------------------------------------
Debtor: Palm Springs Enterprises, LLC
        369 N Palm Canyon Dr
        Palm Springs, CA 92262

Bankruptcy Case No.: 10-11838

Chapter 11 Petition Date: January 25, 2010

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Debtor's Counsel: Gene E O'Brien, Esq.
                  Law Office of Gene E O'Brien
                  74040 Hwy 111 #210
                  Palm Desert, CA 92260
                  Tel: (760) 340-5200
                  Fax: (760) 340-5233
                  Email: geneeob@aol.com

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

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

According to the schedules, the Company has assets of $4,000,000
and total debts of $1,622,000.

The Debtor identified Bank of America with a line of credit debt
claim for $250,000 as its largest unsecured creditor. A full-text
copy of the Debtor's petition, including a list of its largest
unsecured creditor, is available for free at:

           http://bankrupt.com/misc/cacb10-11838.pdf

The petition was signed by George Kessinger, managing member of
the Company.


PARTITIONS PLUS: United Rentals Loses Preferential Transfer Appeal
------------------------------------------------------------------
In a dispute over preferential transfers, a federal appeals court
has upheld a ruling requiring United Rentals Inc. to return
payments it received from Partitions Plus of Wilmington Inc.
before its bankruptcy filing, Law360 reports.

                       About Partitions Plus

Partitions Plus of Wilmington, Inc., doing business as Partitions,
Inc., installs interior walls, studs, wall finishes, insulation,
ceiling tile, together with interior and exterior stucco finishes,
and other related items.  It filed for Chapter 11 on September 1,
2004 (Bankr. E.D. N.C. Case No. 04-06776). James Oliver Carter,
Esq., at Carter & Carter, PA, represented the Debtor in its
restructuring effort.  The petition says debts range from $1
million to $10 million.

                       About United Rentals

Greenwich, Connecticut-based United Rentals, Inc. (NYSE: URI) --
http://www.unitedrentals.com/-- is the largest equipment rental
company in the world, with an integrated network of 568 rental
locations in 48 states, 10 Canadian provinces and Mexico.  The
company's 8,000 employees serve construction and industrial
customers, utilities, municipalities, homeowners and others.  The
company offers for rent 3,000 classes of rental equipment with a
total original cost of $3.8 billion.  United Rentals is a member
of the Standard & Poor's MidCap 400 Index and the Russell 2000
Index(R).

As of September 30, 2009, the Company had $3.895 billion in total
assets against $3.913 billion in total liabilities, resulting in
stockholders' deficit of $18 million.


PENN TRAFFIC: Tops Markets Buying Supermarket Operations
--------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Penn Traffic Co.
obtained approval from the Bankruptcy Court to sell most of its
assets to Tops Markets LLC.  Tops is paying $85 million cash while
structuring the acquisition so there is no $72 million claim
arising from what otherwise would have been the termination of a
pension plan. In addition, the Tops offer will reduce a supplier's
claim by $27 million. The contract with Tops requires completion
of the sale by Jan. 28.

According to the report, Tops will act as Penn Traffic's agent to
sell inventory and operate the stores until it decides which
stores it will keep and which it won't.  By continuing will be a
majority of the stores, Penn Traffic won't be facing so much in
lease termination claims.

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.


PHILADELPHIA ORCHESTRA: Seeks $15-Mil. Funding; Bankruptcy Looms
----------------------------------------------------------------
Peter Dobrin at Inquirer Music Critic reports that bankruptcy
looms for The Philadelphia Orchestra amid plummeting attendance
and severely strained finances.

"I can tell you our effort is to avoid bankruptcy and to achieve a
recovery for the orchestra.  For that to work out, we need to see
some progress in reducing the deficit and raising money for the
recovery fund," orchestra chairman Richard B. Worley said,
according to Inquirer Music Critic.

According to Inquirer Music Critic, the goal of the recovery fund,
also called an emergency bridge fund, is $15 million.

According to Inquirer Music Critic, no decision on bankruptcy has
been made.  "It isn't preferable," said Allison Vulgamore, who
started work Monday as the orchestra's president and chief
executive officer, Inquirer Music Critic reports.


QUALITY CANDY: Files for Chapter 11 Protection in Milwaukee
-----------------------------------------------------------
Quality Candy Shoppes/Buddy Squirrel of Wisconsin Inc. sought
protection under Chapter 11 in the U.S. Bankruptcy Court in
Milwaukee, listing both assets and debts of between $1 million and
$10 million, Rich Kirchen at The Business Journal of Milwaukee.

The company said it owes $89,938 to Cargill Inc.; $10,959, Wright
Brothers Paper Box; $10,332, Lakefront Communications; $8,910,
George Pinter; and $8,032, J.M. Swank Co., Mr. Kirchen notes.

The Court allowed the company to provide an accounting of its cash
use and make interest-only payments to banks, Mr. Kirchen says.

Quality candy Shoppes/Buddy Squirrel of Wisconsin Inc owns Quality
Candy Shoppes and Buddy Squirrel that owns and operates stores in
the Milwaukee area, Racine and Madison.


QUANTUM CORP: Wells Fargo, Harrosh Disclose Equity Stake
--------------------------------------------------------
Wells Fargo and Company disclosed that it may be deemed to
beneficially own 13,172,641 or roughly 6.18% of the common stock
of Quantum Corporation as of December 31, 2009.

Meanwhile, Joseph L. Harrosh disclosed that he may be deemed to
beneficially own less than 5% of Quantum Corp. common stock.

Meanwhile, Quantum's Leadership and Compensation Committee on
January 1, 2010, amended the Company's Employee Stock Purchase
Plan to set the maximum number of shares available for sale under
the ESPP in any one offering period at two million (2,000,000)
shares of the Company's common stock (subject to adjustment upon
changes in capitalization of the Company as provided in Section 18
of the ESPP).

                          About Quantum

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

As of September 30, 2009, the Company had $501.6 million in total
assets against $247.2 million in total current liabilities and
$352.9 million in total long-term liabilities, resulting in
$98.5 million in stockholders' deficit.

                          *     *     *

As reported by the Troubled Company Reporter on July 10, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Quantum Corp. to 'B-' from 'CC'.  S&P also raised the
company's subordinated rating to 'CCC' from 'C'.  S&P has removed
all ratings from CreditWatch, where they were placed on April 3,
2009.  The outlook is negative.

The TCR said July 8, 2009, Moody's Investors Service upgraded
Quantum's corporate family rating and probability of default
rating each to B3, from Caa1 and Ca, respectively, following the
announcement that the Company has repurchased more than
$135 million of its 4.375% Convertible Subordinated Notes due
2010.  The rating outlook is positive.


READER'S DIGEST: Moody's Assigns 'B1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned The Reader's Digest
Association, Inc. a B1 Corporate Family Rating, B1 Probability of
Default Rating and B1 senior secured note rating based on the
company's proposed reorganized capital structure upon emergence
from Chapter 11 bankruptcy.  Moody's also assigned RDA a SGL-2
speculative-grade liquidity rating.  RDA plans to utilize the net
proceeds from the notes along with existing cash to repay in full
all of the term loans that are being issued in the reorganization.
The rating outlook is stable.

Assignments:

Issuer: Reader's Digest Association, Inc. (The)

  -- Corporate Family Rating, Assigned B1

  -- Probability of Default Rating, Assigned B1

  -- Senior Secured Regular Bond/Debenture, Assigned a B1, LGD4 -
     56%

  -- Speculative Grade Liquidity Rating, Assigned SGL-2

Outlook Actions:

Issuer: Reader's Digest Association, Inc. (The)

  -- Outlook, Assigned Stable

The bankruptcy court confirmed RDA's November 30, 2009 third
amended joint Chapter 11 plan of reorganization on January 19,
2010, and the company expects the POR to become effective by the
end of January 2010.  Approximately $1.75 billion of the company's
$2.3 billion of debt (including a $150 million fully funded
debtor-in-possession facility) along with preferred stock issued
by RDA's parent company would be eliminated under the proposed
plan.  In addition, RDA reached an agreement to retire the
approximate $180 million pension obligation of its U.K. subsidiary
for an $17.6 million cash payment and one-third equity interest in
RDA UK.  The reorganization will significantly reduce the
company's debt and cash interest burden and provide more financial
and operating flexibility.

RDA's B1 CFR reflects revenue pressure from declining demand for
the mature print-based publishing products, exposure to cyclical
discretionary consumer spending, and the high (albeit lower) debt-
to-EBITDA leverage (low 4x range pro forma for the effects of the
reorganization and incorporating Moody's standard adjustments)
expected following the reorganization.  RDA is attempting to
capitalize on its portfolio of recognizable brands, significant
global distribution capabilities, and broad content generation in
four key affinity groups (food, health/wellness, home/garden and
personal inspiration/education) to retain and attract consumers
and preserve pricing as media consumption habits evolve to include
more digitized formats including online and mobile applications.
At the same time, RDA is implementing a range of cost saving
measures to reduce fixed costs and create more operational
flexibility.  Moody's expects the revenue initiatives, ongoing
operational restructuring along with the material decline in debt
and cash interest expense will allow for modest free cash flow
generation.

Moody's anticipates RDA will redeploy free cash flow to reduce
debt and make strategic acquisitions and investments.  RDA is
targeting a conservative 2.0x gross debt-to-cash EBITDA leverage
profile (company definition) and indicated it is not contemplating
a dividend or share repurchases until leverage falls closer to
this level.  However, Moody's believes the shareholder base of
mature companies such as RDA prefer cash returns, and contemplates
RDA introducing a modest dividend and/or share repurchase program
over time.

The SGL-2 speculative-grade liquidity rating reflects RDA's good
liquidity position over the next 12 months with $175 million of
cash expected upon emergence, positive projected free cash flow of
approximately $50 million over the next 12 months, no required
debt repayments, and a reasonable cushion under the revolver's
financial maintenance covenants.

The stable rating outlook reflects Moody's expectation that RDA
will maintain a good liquidity position over the next 12-18 months
that will provide the company flexibility to manage in the
consumer spending downturn, continue to execute its affinity-based
operating strategy, and further streamline costs.  Moody's
anticipates RDA's debt-to-EBITDA leverage will remain in a 4x
range as the company executes these initiatives.

The POR contemplates conversion of the pre-petition credit
facility into approximately $555 million of exit term loans
(inclusive of the conversion of the DIP loan into an exit term
loan) and 100% of the reorganized common stock (subject to
dilution for warrants and management incentive plans).  RDA has
decided to refinance the exit term loans into the proposed notes
concurrent with the effective date of the reorganization to extend
the maturity profile and reduce interest expense.  The company's
debt capital structure after the offering will consist of the
notes, an undrawn $50 million senior secured revolver, and
approximately $2 million drawn under international lines of
credit.  Moody's rating assignments are subject to a review of the
final terms and conditions of the debt instruments, and the
company's liquidity position including headroom under financial
maintenance covenants.  RDA and its domestic subsidiaries filed
for Chapter 11 bankruptcy on August 24, 2009.

Moody's last rating action for RDA was on September 2, 2009, when
a Ba1 rating was assigned to the company's $150 million DIP
facility.  In accordance with Moody's practice, the DIP facility
rating was withdrawn on September 10, 2009.

RDA's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (iii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside RDA's core industry and
believes RDA's ratings are comparable to those of other issuers
with similar credit risk.

RDA, headquartered in Pleasantville, New York, is a global
publisher and direct marketer of products including books,
magazines, recorded music collections and home videos, and food
and gifts.  LTM 9/30/09 revenue incorporating the pending sale of
CompassLearning was approximately $2.1 billion.


REFCO INC: Post-Confirmation Report for Q4 2009
-----------------------------------------------
Refco, Inc., and its affiliates, including Refco Capital Markets,
Ltd., delivered to the U.S. Bankruptcy Court for the Southern
District of New York a copy of their post-confirmation
quarterly report for the period from October 1 to December 31,
2009.

According to Valerie E. DePiro, chief financial officer of Refco
Inc. and Refco Capital Markets, Ltd., a cash balance of
$69,196,000 at the beginning of October 2009 increased to
$73,484,000 at the end of the reporting period.  The Reorganized
Debtors received $37,449,000 in total cash and disbursed
$33,161,000 for the fourth quarter of 2009.

     Unaudited Schedule of Cash Receipts and Disbursements
                       (in thousands)

           Beginning                                     Inter-Ending
  Debtor   Balance   Receipts  Company  Disbursements    Balance
  -----    -------   --------  -------  -------------    -------
Refco
Capital
Markets    $17,203        $63  $31,000       ($29,828)   $18,438

Refco
Capital
LLC         45,151     37,386  (33,929)          (744)    47,864

Refco F/X
Assoc.       6,708          0        -            (22)     6,686
Refco Group
Ltd.             -          -        -              -          -

Refco Regulated  -          -        -              -          -

Refco Inc.     134          -    2,929         (2,567)       496
Westminster-
Refco            -          -        -              -          -
           -------   --------  -------  -------------    -------
Totals     $69,196    $37,449       $-       ($33,161)   $73,484

The Reorganized Debtors served as paying agent for certain non-
Debtors and Refco LLC.  The $63,000 in receipts for RCM
includes proceeds miscellaneous asset recoveries and interest
income.  The $37.3 million in receipts for Refco Capital LLC
consists of $6.3 million from Refco Securities LLC, a non-Debtor,
$30.87 million from Refco LLC, and recoveries of miscellaneous
assets, including interest income. The $744,000 in disbursements
includes the payment of operating expenses. The $22,000 in
disbursements for Refco F/X Associates, LLC represents operating
expenses and professional fees, according to Ms. DePiro.

Ms. DePiro disclosed that the intercompany receipt of
$2.9 million represents RCC's funding of Refco Inc. in accordance
with the Eighth Interim Distribution to Allowed Contributing
Debtor Class 5a Unsecured Claims.  The $2.56 million in
disbursements represents payments made on account of the Eighth
Interim Distribution to Allowed Contributing Debtor Class 5a
Unsecured Claims.  Cash at December 31, 2009, included $413,000 in
outstanding checks from Interim Distributions to Allowed Claims.

         Schedule of Cash Distributions to Creditors
                       (In Thousands)

                                       Quarter Ended    Emergence
                                       Dec. 31, 2009      to Date
                                       -------------    ---------
Administrative and Operating Expenses           $909      $95,990

TREATMENT OF CONTRIBUTING DEBTORS'
CREDITORS AND INTEREST HOLDERS
Priority Tax Claims                                -        1,613
Class 1 - Non Tax Priority Claims                  -            -
Class 2 - Other Secured Claims                     -            -
Class 3 - Secured Lender Claims                    -      703,967
Class 4 - Senior Subordinated Note Claims          -      335,985
Class 5(a) - Contributing Debtors
General Unsecured Claims                      2,567      144,944
Class 5(b) - Related Claims                        -            -
Class 6 - RCM Intercompany Claims                  -            -
Class 7 - Subordinated Claims                      -            -
Class 8 - Old Equity Interests                     -            -

TREATMENT OF FXA CREDITORS
Priority Tax Claims                                -           90
Class 1 - FXA Non-Tax Priority Claims              -            -
Class 2 - FXA Other Secured Claims                 -            -
Class 3 - FXA Secured Lender Claims                -            -
Class 4 - FXA Sr. Subordinated Note Claims         -            -
Class 5(a) - FXA General Unsecured Claims          -       19,453
Class 5(b) - Related Claims                        -            -
Class 6 - FXA Convenience Claims                   -        4,827
Class 7 - FXA Subordinated Claims                  -            -

TREATMENT OF RCM CREDITORS
Priority Tax Claims                                -            -
Class 1 - RCM Non-Tax Priority Claims              -            -
Class 2 - RCM Other Secured Claims                 -            -
Class 3 - RCM FX/Unsecured Claims             15,607      442,793
Class 4 - RCM Securities Customer Claims      13,963    2,664,073
Class 5 - RCM Leuthold Metals Claims               -       19,364
Class 6 - Related Claims                           -            -
Class 7 - RCM Subordinated Claims                  -            -

According to Ms. DePiro, all employees were terminated by the
Debtors at September 30, 2008.  From time to time, the Debtors
continue to utilize former employees as contractors to assist
with certain wind-down activities, including effectuating
distributions to creditors, for which former employees are
compensated on an hourly basis.

Tax claims and notices were received by the Debtors from the IRS
and State taxing authorities in the aggregate amount of
approximately $20 million.  All of the original 47 claims filed
have been expunged or resolved.  Allowed Claims total
approximately $1.6 million and have been paid.  All insurance
policies are fully paid for the current period, Ms. DePiro told
the Court.

A full-text copy of the Reorganized Debtors' Post-Confirmation
Quarterly Report for the Fourth Quarter 2009 is available at no
charge at http://bankrupt.com/misc/Refco4thQ2009PostCon.pdf

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco was one of the largest global clearing firms for
derivatives.  The Company had operations in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


RES-CARE INC: S&P Affirms Corporate Credit Rating at 'BB-'
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed the ratings, including
the 'BB-' corporate credit rating, on Res-Care Inc.  S&P also
revised the outlook on the company to negative from stable.

The ratings on the Louisville, Kentucky-based company reflect its
susceptibility to state budget cuts, narrow operating focus, and
already-slim profit margins.  These are predominating risk factors
despite Res-Care's successful track record of acquisitive growth
in previous years, which has allowed the company to expand and
diversify its core operations.

Because of a weak macroeconomic environment, some states have had
to impose budget cuts that have effectively scaled back growth
opportunities for Res-Care in many of its operating divisions.
This has been the key contributing factor in the company's recent
revision of its earnings guidance for fourth-quarter 2009.  This
has raised concerns that the company will fall short of S&P's
earlier earnings expectations for fiscal 2010.

"The negative outlook reflects potential threats to operating
margins from state budget cuts, along with possibly higher debt
leverage if the pending legal judgment is finalized and the
company must fund the judgment," said Standard & Poor's credit
analyst Tahira Y. Wright.  This also raises the risk of a lower
debt covenant cushion that could impair liquidity.  S&P could
lower the ratings if anticipated state budget cuts are greater
than S&P expected, contributing to a decline in margins, S&P
believes total lease-adjusted leverage will rise to and remain at
above 4x, and if the covenant cushion falls 10%.

"We could revise the outlook to stable if the company can
successfully reduce costs to contend with budget cuts and the
outlook for its payor sources does not deteriorate further, such
that lease-adjusted debt leverage declines to a sustainable level
near historic levels of below 3x," she continued.


RICKIE WALKER: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Rickie Walker
        3830 Whitney Oaks Dr
        Rocklin, CA 95765

Bankruptcy Case No.: 10-21656

Chapter 11 Petition Date: January 25, 2010

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

Judge: Ronald H. Sargis

Debtor's Counsel: Mitchell L. Abdallah, Esq.
                  980 9th St 16th Fl
                  Sacramento, CA 95814
                  Tel: (916) 446-1974

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

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

According to the schedules, the Company has assets of $1,208,877,
and total debts of $2,302,785.

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

            http://bankrupt.com/misc/caeb10-21656.pdf

The petition was signed by Mr. Walker.


S-TRAN HOLDINGS: Hearing on Ch. 11 Case Conversion Set for Today
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
consider at a hearing today, January 27, 2010, at 2:30 p.m.
(prevailing Eastern Time), S-Tran Holdings, Inc., et al.'s motion
to convert their Chapter 11 cases to one under Chapter 7 of the
Bankruptcy Code.

The Debtors relate that they do not have the ability to fund the
Chapter 11 cases going forward.  Among other things, the Debtors
do not have the ability to pay the administrative expenses that
would continue to accrue on account of the U.S. Trustee fees or
services of professionals of the estates.

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second day
service to shippers in 11 states in the Southeast and Midwestern
United States.

The company and its debtor-affiliates filed for Chapter 11 relief
on May 13, 2005 (Bankr. D. Del. Case No. 05-11391).  Bruce
Grohsgal, Esq., Laura Davis Jones, Esq., Michael Seidl, Esq., and
Sandra G.M. Selzer, Esq., at Pachulski Stang Ziehl Young & Jones
LLP represent the Debtors as counsel.  Christopher A. Ward, Esq.,
at Polsinelli Shalton Flanigan Suelthaus, Mary E. Augustine, Esq.,
at Ciardi, Ciardi & Astin, P.C., and Steven M. Yoder, Esq., at
Potter Anderson & Corroon LLP, represent the Official Committee of
Unsecured Creditors as counsel.  When the Debtors filed for
protection from their creditors, they listed total assets of
$22,508,000 and total debts of $30,891,000.


ST. VINCENT'S: Faces Cash Flow Crunch, Bankruptcy
-------------------------------------------------
Barbara Benson at Crain's New York Business reports Saint Vincent
Catholic Medical Centers may be on the brink of a second
bankruptcy filing just two years after emerging from Chapter 11.
Crain's says St. Vincent's has reached out to several hospitals at
the urging and guidance of state health department officials, with
a goal of brokering a deal that will keep it out of bankruptcy
court.

One source familiar with negotiations told Crain's St. Vincent's
has operating debt of as much as $100 million.  Crain's says St.
Vincent's crushing cash flow crunch has forced it into default on
its Chapter 11 reorganization plan.

According to Crain's, Continuum Health Partners said in a
statement that it has had discussions with St. Vincent's that
focus on "how our two organizations could work together in the
future to address many of the difficult issues facing health care
providers in New York City.  Our proposal to the St. Vincent
Board, submitted at its request, was intended as an alternative to
financial liquidation.  If St. Vincent is able to continue to meet
its mission on its own, they have our full support."

"Eight separate budget cuts from New York state over the last two
years and the worst recession in many decades have combined to
present St. Vincent's with some serious financial challenges,"
Crain's cited Henry J. Amoroso, chief executive of St. Vincent
Catholic Medical Centers, as saying.  "Despite these challenges,
St. Vincent's has continued to provide quality healthcare, and
working together with our lenders at GE Capital and TD Commerce, I
firmly believe that we can continue to work with the state as well
as other healthcare providers so we can emerge as a stronger
healthcare system for the hundreds of thousands of New Yorkers who
we treat each and every year."

Crain's relates the state Department of Health said at this point
it has no plan from St. Vincent's to approve.

Crain's relates St. Vincent's is in default of its reorganization
plan.  It missed a $10 million payment to a trust fund created to
deal with medical malpractice cases.

Crain's reports that, according to a court document, St. Vincent's
failed to transfer $10 million to the MedMal Trusts on August 30,
the anniversary of the plan's effective date.  Crain's says
lawyers tried to work with St. Vincent's to cure the default,
including an asset sale.  But on January 19, Crain's continues,
St. Vincent's informed the fund that it would not cure the default
with a $10 million payment.  Instead, St. Vincent's is
distributing $18.6 million to other creditors, according to the
document.  Crain's says lawyers sought to keep the issue out of
court dockets "in an effort to protect the sensitivity of these
matters and to provide SVCMC with an opportunity to avoid a second
bankruptcy filing."

         About Saint Vincent Catholic Medical Centers

Saint Vincent Catholic Medical Centers -- http://www.svcmc.org/--
is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.  Its behavioral health services also provide supportive
housing programs for people with mental illness throughout the
Metropolitan area.  Saint Vincent's is the designated provider for
the New York and New Jersey region of the US Family Health Plan
sponsored by the US Department of Defense.

Saint Vincent's serves as the academic medical center of New York
Medical College in New York City. The healthcare organization is
sponsored by the Roman Catholic Bishop of Brooklyn and the
president of the Sisters of Charity of New York.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates filed for Chapter 11 protection on July 5, 2005 (Bankr.
S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary Ravert, Esq.,
and Stephen B. Selbst, Esq., at McDermott Will & Emery, LLP, filed
the Debtors' Chapter 11 cases.  On September 12, 2005, John J.
Rapisardi, Esq., at Weil, Gotshal & Manges LLP took over
representing the Debtors in their restructuring efforts.  Martin
G. Bunin, Esq., at Thelen Reid & Priest LLP, represented the
Official Committee of Unsecured Creditors.  As of April 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  The Court confirmed the Debtors' Chapter 11 plan on
July 27, 2007.


SIMMONS BEDDING: Raises $425 Million From Debt Offering
-------------------------------------------------------
Simmons Bedding Co. said in a regulatory filing with the
Securities and Exchange Commission that it raised $425 million
through sale of debt.  A total of 85 investors bought the debt
offering.

A full-text copy of the regulatory D filing is available for free
at http://ResearchArchives.com/t/s?4df5

                        About Simmons Bedding

Atlanta, Georgia-based Simmons Bedding Company -- aka Simmons
Company a Corporation of Delaware; Simmons Company, N.A.; Simmons;
Simmons Company (U.S.A.); Simmons Co.; Simmons Company, a Delaware
Corporation; Simmons Bedding; Simmons USA Company; THL Bedding
Company; Simmons U.S.A. Company; Simmons U.S.A. Corporation;
Simmons Bedding Company -- is a holding company with no operating
assets. Through its wholly-owned subsidiary, Bedding Holdco
Incorporated, which is also a holding company, Simmons Company
owns the common stock of Simmons Bedding Company.  All of Simmons
Company's business operations are conducted by Simmons Bedding
Company and its direct and indirect subsidiaries.  Simmons
Company, together with its subsidiaries, is one of the largest
bedding manufacturers in North America.

The Company filed for Chapter 11 bankruptcy protection on
November 16, 2009 (Bankr. D. Del. Case No. 09-14037).  The
Company's affiliates also filed separate Chapter 11 petitions.
Simmons Bedding listed $895,970,000 in assets and $1,263,522,000
in liabilities as of June 27, 2009.

Weil, Gotshal & Manges LLP is acting as legal counsel and Miller
Buckfire & Co., LLC is acting as financial advisor to Simmons.
Sullivan & Cromwell LLP is acting as legal counsel and Goldman,
Sachs & Co., is acting as financial advisor to Ares and Teachers'.


SIMMONS BEDDING: Amended Bankruptcy-Exit Plan Declared Effective
----------------------------------------------------------------
Simmons Bedding Company said that its prepackaged reorganization
plan, as twice amended, became effective January 20, 2010.  As a
result, the Company and its units have emerged from Chapter 11
protection.

Simmons Bedding Company on Jan. 5 announced that the U.S.
Bankruptcy Court for the District of Delaware has confirmed its
pre-packaged restructuring plan.  The court's ruling allows for
the previously announced acquisition of Simmons Bedding and all of
its domestic and international subsidiaries, as well as its parent
Bedding Holdco Incorporated, by affiliates of Ares Management LLC
and Teachers' Private Capital, the private investment department
of the Ontario Teachers' Pension Plan.

Simmons total debt obligations are now approximately $450 million,
down from approximately $1 billion.

The Plan was proposed pursuant to the September 2009 Plan Sponsor
Agreement among the Debtors and AOT Bedding Super Holdings, LLC,
and AOT Bedding Intermediate Holdings, LLC (the Purchasers).
Under the Plan Sponsor Agreement, Bedding Holdco Incorporated,
Simmons Bedding and its subsidiaries will be acquired by the
Purchasers upon consummation of the Plan.  The Debtors would be
filing a motion seeking approval of the Plan Sponsor Agreement,
which includes certain covenants relating to the conduct of the
Debtors' business, including a general requirement that the
Debtors continue operating in the ordinary course of business.

Under the Plan, secured creditors, unsecured trade creditors, and
administrative and priority creditors will be paid in full or
reinstated.  The Debtors will reinstate $12.5 million of claims
arising in connection with certain industrial revenue bonds and
assume obligations aggregating $10 million under certain letters
of credit.  Holders of the SBC Notes and Holdco Notes will get
cash recoveries, which the Debtors will finance from an equity
investment by the Purchasers of approximately $310 million and the
proceeds issuance of $425 million senior secured term notes.
Holders of the SBC Notes, Holdco Notes and SBC Credit Agreement
Claims as well as an affiliate of one of the Purchasers have
committed to purchase senior secured term notes.

The Debtor held an October 13, 2009 solicitation of votes on the
Plan via a disclosure statement.  The Plan has been accepted in
excess of the statutory thresholds specified in Section 1126(c) of
the Bankruptcy Code by the classes entitled to vote.

The restructuring contemplated by the Plan will cut the Debtors'
outstanding indebtedness by $572 million.

A copy of the Plan is available for free at:

http://bankrupt.com/misc/SIMMONS_BEDDING_reorganizationplan.pdf
http://bankrupt.com/misc/SIMMONS_BEDDING_reorganizationplan2.pdf

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

       http://bankrupt.com/misc/SIMMONS_BEDDING_ds.pdf
       http://bankrupt.com/misc/SIMMONS_BEDDING_ds2.pdf

                       About Simmons Bedding

Atlanta, Georgia-based Simmons Bedding Company -- aka Simmons
Company a Corporation of Delaware; Simmons Company, N.A.; Simmons;
Simmons Company (U.S.A.); Simmons Co.; Simmons Company, a Delaware
Corporation; Simmons Bedding; Simmons USA Company; THL Bedding
Company; Simmons U.S.A. Company; Simmons U.S.A. Corporation;
Simmons Bedding Company -- is a holding company with no operating
assets. Through its wholly-owned subsidiary, Bedding Holdco
Incorporated, which is also a holding company, Simmons Company
owns the common stock of Simmons Bedding Company.  All of Simmons
Company's business operations are conducted by Simmons Bedding
Company and its direct and indirect subsidiaries.  Simmons
Company, together with its subsidiaries, is one of the largest
bedding manufacturers in North America.

The Company filed for Chapter 11 bankruptcy protection on
November 16, 2009 (Bankr. D. Del. Case No. 09-14037).  The
Company's affiliates also filed separate Chapter 11 petitions.
Simmons Bedding listed $895,970,000 in assets and $1,263,522,000
in liabilities as of June 27, 2009.

Weil, Gotshal & Manges LLP is acting as legal counsel and Miller
Buckfire & Co., LLC is acting as financial advisor to Simmons.
Sullivan & Cromwell LLP is acting as legal counsel and Goldman,
Sachs & Co., is acting as financial advisor to Ares and Teachers'.


SPANSION INC: ChipMos Has Deal to Sell Claim to Citigroup
---------------------------------------------------------
ChipMOS Technologies (Bermuda) Limited disclosed that ChipMOS
TECHNOLOGIES, INC., a wholly owned subsidiary of ChipMOS, has
entered into a definitive Transfer Of Claim Agreement to sell to
Citigroup Financial Products Inc. the general unsecured claim
reflected in the proof of claim against Spansion Inc., Spansion
Technology LLC, Spansion LLC, Spansion International Inc. and
Cerium Laboratories LLC filed by ChipMOS Taiwan in United States
Bankruptcy Court.

The claim that is the subject of the Agreement includes accounts
receivable for testing and assembly services provided to Spansion
in the amount of approximately US$66 million to US$70 million (the
"Undisputed Claim").  The purchase price for the Undisputed Claim
is approximately US$33 million.

At closing, Citigroup will pay an initial purchase price for the
Undisputed Claim to an escrow agent to be held in escrow.  The
escrow agent will release the initial purchase price to ChipMOS
Taiwan 20 days after the closing date, so long as no objection to
ChipMOS Taiwan's transfer of the claim to Citigroup is filed in
the Spansion bankruptcy proceeding prior to the end of the escrow
period.  If an objection to the claim transfer is filed in the
proceeding prior to the end of the escrow period, the Undisputed
Claim will be repurchased by ChipMOS Taiwan, the escrow agent will
pay the Undisputed Claim purchase price to Citigroup and the
agreement to sell the Undisputed Claim to Citigroup will
terminate.

The Agreement also includes the sale of breach of contract and
liquidated damages rights against Spansion in the amount of
approximately US$234 million.  The purchase price for the Damages
Claim is expected to be an amount that would be determined based
on a Purchase Rate of 50.2 percent multiplied by the portion of
the Damages Claim that is allowed by a final adjudication of the
United States Bankruptcy Court.  The purchase price for the
Damages Claim is payable to ChipMOS Taiwan to the extent that the
Court allows this claim.

If an objection to the claim transfer is filed in the Spansion
bankruptcy proceeding prior to the end of the escrow period, the
agreement to sell the Damages Claim to Citigroup will terminate
and the Damages Claim will not be transferred to Citigroup.

In furtherance of the Agreement, the Company also has entered into
an agreement to subscribe for, purchase and transfer to Citigroup
rights offering shares to be issued by Spansion according to the
Second Amended Joint Plan of Reorganization filed in United States
Bankruptcy Court.  This agreement provides that Citigroup will pay
to the Company the amount of the rights offering shares purchase
price.

The Company earlier disclosed information about this transaction
in the Company's January 14, 2010 press release.

                         About ChipMOS

ChipMOS is a leading independent provider of semiconductor testing
and assembly services to customers in Taiwan, Japan, and the U.S.
With advanced facilities in Hsinchu and Southern Taiwan Science
Parks in Taiwan and Shanghai, ChipMOS and its subsidiaries provide
testing and assembly services to a broad range of customers,
including leading fabless semiconductor companies, integrated
device manufacturers and independent semiconductor foundries.

                        About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Files Supplements to 2nd Amended Plan
---------------------------------------------------
Spansion Inc. and its debtor affiliates delivered to the U.S.
Bankruptcy Court for the District of Delaware, on January 19,
2010, a supplement to their Second Amended Joint Plan of
Reorganization dated December 16, 2009.

The Plan Supplement contains copies of:

  -- the Estimate of Administrative and Priority Claims;

  -- List of Causes of Action;

  -- Rights Offering Documents:

     * Identity of Backstop Party
     * Backstop Rights Purchase Agreement

  -- Documents Related To New Notes:

     * Adjusted Plan Equity Value for Conversion Price
       Calculation 5

     * Indenture and Form of Note for New Convertible Notes 6

     * Indenture and Form of Note for New Senior Notes 7

  -- Financing Documents:

     * New Spansion Debt Documents 8

  -- Governance Documents:

     * New Governing Documents 9
     * Proposed Members of Initial Board 10

  -- Bankruptcy Documents:

     * Proposed Confirmation Order

The Debtors estimate that the potential priority claims and
administrative claims as of January 18, 2010 total:

Categories                              Low          High
----------                           ----------    ----------
Lease pymts for rejected leases      $2,561,775    $2,561,775
Potential cure amounts                3,108,679     5,125,025
Professional fees                    14,526,057    14,526,057
Professional success fee             13,155,604    13,155,604

Employee - John Kispert               1,750,000     1,750,000
Admin. tax claim - Santa Clara        1,330,420     1,330,420
Estimate for Warn Claims              7,102,000     7,102,000

Other Admin & Priority Claims           849,999     1,136,038

Interest on FRNs                      4,930,085     4,930,085
                                    ------------  -----------
                                     49,313,618    51,617,003
                                    ------------  -----------

Contingency                           5,500,000     8,000,000
                                    ------------  -----------
                                     54,813,618    59,617,003
                                    ------------  -----------
                                    ------------  -----------
Range w/o Spansion Japan              55,000,000    60,000,000
                                    ------------  -----------

Japan's Admin Claim

Due 3/31/2010                       10,000,000    10,000,000
Due 6/30/2010                       12,500,000    12,500,000
Due 9/30/2010                       12,500,000    12,500,000
Due 12/31/2010                      10,000,000    10,000,000

                                    ------------  -----------
Range w/ Spansion Japan's claim      100,000,000   105,000,000
                                    ------------  -----------

The Debtors added these actions in the definition of the term
"Causes of Action" in their Second Amended Joint Plan of
Reorganization:

  1. In the Matter of: Certain Flash Memory and Products
     Containing The Same; Spansion, Inc., Spansion LLC v.
     Samsung Electronics Co., Ltd., Samsung Electronics America,
     Inc., Samsung International, Inc., Samsung Semiconductor,
     Inc., Samsung Telecommunications America, LLC., Apple,
     Inc., Hon Hai Precision Industry Co., Ltd., AsusTek
     Computer Inc., Asus Computer International Inc., Kingston
     Technology Company, Inc., Kingston Technology (Shanghai)
     Co. Ltd., Kingston Technology Far East Co., Kingston
     Technology Far East (Malaysia), Lenovo Group Limited.,
     Lenovo(United States) Inc., Lenovo (Beijing) Limited.,
     International Information Products(Shenzhen) Co., Ltd.,
     Lenovo Information Products (Shenzhen) Co. Ltd., Lenovo
    (Huiyang) Electronic Industrial Co. Ltd., Shanghai Lenovo
     Electronic Co., Ltd., PNY Technologies, Inc., Research In
     Motion Ltd., Research In Motion Corporation, Sony
     Corporation, Sony Corporation of America, Sony Ericsson
     Mobile Communications, AB., Sony Ericsson Mobile
     Communications (USA), Inc., Beijing SE Putian Mobile
     Communication Co., Ltd., Transcend Information Inc.,
     Transcend Information, Inc. (US), Case No. 337-TA-664.

  2. Spansion, LLC v. Samsung Electronics Co. LTD., Samsung
     Electronics America Inc., Samsung Semiconductor Inc.,
     Samsung Telecommunications America LLC., Samsung
     Austin Semiconductor LLC, Case No. 08-855 (SLR).

  3. Actions relating to strict enforcement of any of the
     Debtors' intellectual property rights, including patents,
     copyrights and trademarks, including claims against third
     parties for infringement of any intellectual property
     rights or other misuse of that intellectual property.

  4. Avoidance Actions.

  5. Actions to recover money or property from customers,
     vendors or employees whether based on contract or tort.

  6. Actions brought against any Entities for failure to pay for
     products or services provided or rendered by any of the
     Debtors.

  7. Actions to recover any of the Debtors' or the Reorganized
     Debtors' accounts receivable or other receivables or rights
     to payment created or arising in the ordinary course of any
     of the Debtors' or the Reorganized Debtors' businesses,
     including claim overpayments and tax refunds.

  8. All other actions which were pending as of the Petition
     Date.

  9. All other actions, whether in law or in equity, whether
     known or unknown, which any Debtor or any Debtors' Estate
     may bring against any Entity.

A full-text copy of the Debtors' Plan Supplement is available for
free at http://bankrupt.com/misc/Spansion_PlanSupplement.pdf

Consequently, the Debtors filed with the Court, on January 22,
2010, an addendum to the Plan Supplement.  The Addendum contains
documents related to the new notes and governance documents,
full-text copies of which are available for free at:

      http://bankrupt.com/misc/Spansion_PlanAddendum1.pdf

Exhibit 10 to the Addendum discloses that pursuant to a further
agreement by and among the Debtors, the Official Committee of
Unsecured Creditors, the Senior Noteholders Informal Group, and
the Ad Hoc Committee of Convertible Noteholders, the Debtors will
file, on or before January 29, 2010, an exhibit disclosing the
identity of the Persons proposed to serve on the initial board of
directors of Reorganized Spansion Inc.

                         The Spansion Plan

Spansion's reorganization plan contemplates full payment to the
holders of $625 million in floating rate notes by giving them
$158 million cash, $238 million in new notes, and $238 million in
new convertible notes.  Unsecured creditors are to split up some
46.3 million shares of stock.  The unsecured claim pool is made up
of $251 million in senior notes, $208 million in exchangeable
debentures, and claims of general unsecured creditors ranging
between $440 million and $841 million.  The Disclosure Statement
anticipates that unsecured creditors will recover between 31% and
45% from the stock.  The $7 million secured credit facility is to
be paid in full.

A hearing to consider confirmation of the Debtors' proposed plan
of reorganization is set to commence before the Court on
February 11, 2010.

                        About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Has Interim Nod for $450 Mil. Exit Facility
---------------------------------------------------------
Spansion Inc. and its debtor affiliates sought and obtained an
interim order from the Court authorizing them to enter into a
$450 million senior secured credit facility with Barclays
Capital, the investment banking division of Barclays Bank PLC and
Morgan Stanley Senior Funding, Inc., as joint lead arrangers, and
Barclays Bank PLC as administrative agent and collateral agent.

The Debtors' Plan of Reorganization provides the Debtors with the
option to select between two alternatives in dealing with the
claims of holders of prepetition floating rate notes.  The
Debtors can distribute cash, new senior notes in the aggregate
principal amount of $237,500,000 and new convertible notes in the
aggregate principal amount of $237,500,000 to holders of FRNs.
Alternatively, upon the satisfaction of certain conditions, the
Debtors can distribute additional cash to holders of the FRNs to
reduce in part or in full the principal amount of the New Senior
Notes and New Convertible Notes that would otherwise be
distributed to them under the first alternative.

The Debtors relate that their anticipated cash balances as of the
effective date of the Plan will be hundreds of millions of
dollars less than the amounts needed for them to exercise the
Cash Out Option to repay the FRN claims in full.  Thus, the
Debtors aver they will be in a position to exercise the Cash Out
Option only if they are able to raise a significant amount of
additional cash.

The Plan provides two mechanisms for the Debtors to raise cash:

  (i) The Plan provides for a rights offering pursuant to which
      the Debtors' unsecured creditors can acquire new common
      stock of Reorganized Spansion Inc. for an aggregate
      purchase price of approximately $109 million.

(ii) The Plan permits the Debtors to incur additional debt in
      an amount of up to $500 million though either the issuance
      of new debt securities or through a new term loan
      facility.

So long as they can consummate the Rights Offering and the New
Spansion Debt and satisfy the applicable requirements of the
Plan, the Debtors intend to exercise the Cash Out Option and
payoff the FRN claims in full.  The Debtors believe that they
will have a more sound and flexible capital structure post-
emergence from the Chapter 11 cases if they are able to exercise
the Cash Out Option, paying the FRN holders cash instead of
issuing the New Convertible Notes and the New Senior Notes to
them.

For a number of reasons, including the timeframe for securing the
New Spansion Debt, the Debtors, in consultation with the
Arrangers, concluded that the best option available to them to
attempt to secure the necessary funds to consummate the Cash Out
Option was to structure the New Spansion Debt as a secured,
syndicated term loan credit facility.

The salient terms of the Exit Financing Facility are:

  Borrower: Spansion LLC

  Joint Lead Arrangers/
  Joint Bookrunners:   Barclays Capital and Morgan Stanley

  Administrative Agent/
  Collateral Agent: Barclays Bank PLC

  Syndication Agent: Morgan Stanley

  Documentation Agent: Barclays Bank

  Term Facility: A senior secured term loan facility in an
  aggregate principal amount of up to $450,000,000

  Purpose: The proceeds of the Terms Facility will be used by
  the borrower as follows: (i) approximately $633,000,000 to
  fully discharge the claims of holders of the Senior Secured
  Floating Rate Notes due 2013, (ii) amounts necessary to pay
  Administrative Expense Claims and Priority Claims, and (iii)
  amounts necessary to pay fees and expenses related to the Term
  Facility.

  Termination: If (a) the Account Release Conditions are not met
  within 60 days of the Closing Date, (b) the Borrower, prior to
  that date, informs the Lenders in writing that the conditions
  will not be met, (c) the Term Loans are accelerated for any
  reason or (d) the Bankruptcy Court order approving fees and
  transactions contemplated is overturned, vacated or stayed,
  then a "termination date" will be deemed to have occurred and
  each Lender will be refunded directly from the Escrow Account
  its pro rata share of 100% of the aggregate principal amount
  of the Loans plus accrued interest thereon from the Closing
  Date through and including the Termination Date.  The
  remaining  balance in the Escrow Account will be distributed
  to the Borrower.

  Final Maturity and Amortization:  The Term Facility will
  mature on the date that is five years after the Closing Date,
  and will be payable in equal quarterly amounts of 1% per annum
  with the balance payable on the maturity date of the Term
  Facility.

  Counsel to the Arrangers and Administrative Agent: Dewey &
  LeBoeuf LLP

Redacted copies of the Term Sheet and Fee Letter with respect the
Exit Facility are available for free at:

   http://bankrupt.com/misc/Spansion_BarclaysFeeLetter.pdf
   http://bankrupt.com/misc/Spansion_BarclaysTermSheet.pdf

The Debtors have sought and obtained the Court's authority to
lodge the Fee Letter and Term Sheet under seal.  The Court issued
an order closing to the public those portions of the hearing
relating to the Confidential Exhibit, and directing the parties
before the Court at the hearing to not disclose the terms of the
Confidential Exhibits and to redact certain portions of the
transcript related to the hearing for approval of the Term Sheet
and Fee Letter.  The Debtors assert that the information
contained in the Confidential Exhibit is precisely the sort of
non-public, confidential "commercial information" which merits
protection under Section 107(b) of the Bankruptcy Code.  The
Confidential Exhibit includes summary of the fees associated with
the services to be provided by Barclays and Morgan Stanley under
the terms of the Fee Letter.  The Debtors relate that the
Confidential Exhibit relates to the allocation of credit risk and
collateral, and is necessary to properly incentivize Underwriters
or Arrangers to provide services in the still-recovering credit
market.  The Debtors aver that revealing the Confidential Exhibit
would put Barclays and Morgan Stanley at a competitive
disadvantage and impair their ability to effectively syndicate
the New Spansion Debt.

                         IBM Responds

Prior to the Court's entry of its interim order, the
International Business Machines Corporation filed an objection to
the proposed Exit Facility.

IBM and Spansion LLC are parties to a Patent Cross License
Agreement dated April 8, 2008.  Pursuant to the Agreement, IBM
and Spansion have granted one another a cross license in certain
of the patents which patents are defined as "Licensed Patents"
under the License Agreement.  The License Agreement provides that
neither party may assign the License Agreement except under
limited circumstances.

IBM asserted that any security interest that purports to grant a
lien encumbering Spansion LLC's license to IBM's License Patents
would constitute an assignment in violation of Section 8.2 of the
License Agreement.  IBM's second concern is that the security
interest granted in the Debtors' patents are not subject to IBM's
rights in those patents.  Therefore, any security interest, lien
or other right granted to the Lender in the Debtors' patents must
be subject to IBM's rights under the License Agreement.

IBM asserted that the Order approving the Motion must exclude the
License Agreement from the Collateral pledged to the Lender and
make all liens and security interests granted to the Lender
subject to the rights of IBM under the License Agreement.

To address IBM's objection, Judge Carey held that no security
interest will be granted in the Patent Cross License Agreement by
and between IBM and Spansion LLC or in the Debtors' other
intellectual property subject to the IBM Agreement in
contravention of the terms of the IBM Agreement.

A final hearing to consider the Motion will be held on Feb. 11,
2010.

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

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

                        About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Noteholders Say Plan Outline Has Misrepresentations
-----------------------------------------------------------------
The Ad Hoc Committee of Convertible Noteholders consisting of
certain holders of the 2.25% Exchangeable Senior Subordinated
Debentures Due 2016 issued by Spansion LLC asks the U.S.
Bankruptcy Court for the District of Delaware Court to:

  (a) vacate its order approving the Debtors' Disclosure
      Statement;

  (b) adjourn the confirmation hearing; and

  (c) direct appointment of trustee or examiner.

By the order of the Court dated December 18, 2009, the Debtors'
proposed Disclosure Statement was approved pursuant to Section
1125 of the Bankruptcy Code as containing "adequate information."
A hearing to consider confirmation of the Debtors' proposed plan
of reorganization is set to commence before the Court on
February 11, 2010.  A hearing to consider whether to adjourn or
continue the confirmation hearing to a later date is set to be
heard by the Court on January 29, 2010.

Mark E. Felger, Esq., at Cozen O'Connor, in Wilmington, Delaware,
counsel to the Ad Hoc Committee of Convertible Noteholders,
asserts that the Disclosure Statement is replete with fundamental
misrepresentations.  Mr. Felger avers that the valuation
contained in the Disclosure Statement is not the Debtors'
valuation and, therefore, cannot be the starting point, or
initial benchmark, for a confirmation valuation trial.

"In the context of a confirmation valuation trial, it is
fundamentally unfair and improper for the Debtors to use a
valuation in a Disclosure Statement that is inconsistent with the
Debtors' managements' own valuation and underlying assumptions,"
Mr. Felger avers.  "Fundamentally, in the context of a Chapter
11, it is outrageous for a purported fiduciary not to provide a
complete and accurate picture of its financial condition and
prospects," he adds.

In addition to vacating the Disclosure Order and adjourning the
Confirmation Hearing, the Convertible Committee seeks the
appointment of an examiner pursuant to the mandatory provisions
of Section 1104(c)(2) of the Bankruptcy Code, which provides that
the Court will appoint an examiner where the Debtors' fixed,
liquidated unsecured debt exceeds $5 million.  Alternatively, the
Convertible Committee seeks an order directing the appointment of
a disinterested independent trustee.  According to the
Convertible Committee, that examiner should be charged with
investigating, among other things, the intentional
misrepresentations.

In a separate filing, the Convertible Committee seeks a Court
order authorizing them to file non-redacted version of
confidential documents under seal and directing that the non-
redacted Confidential Documents remain under seal and not made
available to anyone but the Court and the parties to the
Nondisclosure Agreement.  The Convertible Committee tells the
Court that the Confidential Documents contain information that
the Debtors provided to its advisors pursuant to a Nondisclosure
Agreement dated October 28, 2009.

                         The Spansion Plan

Spansion's reorganization plan contemplates full payment to the
holders of $625 million in floating rate notes by giving them
$158 million cash, $238 million in new notes, and $238 million in
new convertible notes.  Unsecured creditors are to split up some
46.3 million shares of stock.  The unsecured claim pool is made up
of $251 million in senior notes, $208 million in exchangeable
debentures, and claims of general unsecured creditors ranging
between $440 million and $841 million.  The Disclosure Statement
anticipates that unsecured creditors will recover between 31% and
45% from the stock.  The $7 million secured credit facility is to
be paid in full.

A hearing to consider confirmation of the Debtors' proposed plan
of reorganization is set to commence before the Court on
February 11, 2010.

                        About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Proposes to Settle Japan Dispute for $45 Mil.
-----------------------------------------------------------
Historically, Spansion LLC relied upon Spansion Japan Limited
for, among other things, (i) sales and applications support, as
Spansion Japan accounts for approximately 25% of Spansion LLC's
total global sales; (ii) wafer fabrication, as Spansion Japan's
JV3 production facility is projected to supply approximately 25%
of Spansion LLC's total wafers in the first quarter of 2010; and
(iii) research and development.  In turn, Spansion Japan relied
on Spansion LLC for 100% of its revenue and cost reimbursement,
as Spansion LLC is both the sole customer of Spansion Japan's
wafers and sort services, and the sole supplier for Spansion
Japan's distribution business.

Davis Lee Wright, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, counsel for the Debtors, says the
relationship between the parties has deteriorated dramatically
since the filing of the Debtors' Chapter 11 cases, due in part to
the competing fiduciary responsibilities confronted by the
Debtors and Spansion Japan, culminating in the rejection of the
Foundry Agreement and extensive litigation over the GE Financial
Services Corporation Administrative Expense Motion, the Spansion
Japan Administrative Expense Motion, and the Debtors' Motion to
Estimate Claims of Spansion Japan.

"Given the uncertainty surrounding the resolution of the motions
and the Spansion Japan Administrative Expense and the impact that
resolution could have on the reorganizations of the Debtors and
Spansion Japan, the parties have agreed to resolve the GE
Administrative Expense Motion, the Spansion Japan Administrative
Expense Motion and the Estimation Motion and the claims of the
parties, pursuant to a set of consensual, cooperative procedures
which provide value and promise for both of their estates," Mr.
Wright tells the Court.

The Settlement covers all aspects of the relationship between
Spansion LLC and Spansion Japan, including, entry into the new
Foundry Agreement providing for continued wafer and sort services
from Spansion Japan.  Thus, the Debtors maintain, the Settlement
provides Spansion LLC with manufacturing services and ongoing
support for its Japanese customers during this time of
transition, while simultaneously giving Spansion Japan the basis
upon which to reorganize as a standalone entity.

"Those arrangements not only are consistent with, but will also
facilitate the success of, the formation of Spansion LLC's new
subsidiary, Spansion Nihon, which will ultimately provide to
Spansion LLC critical services to ensure the Debtors' success
post-bankruptcy, the Debtors assert," Mr. Davis asserts.

Spansion LLC and Spansion Japan acknowledge that there remain
issues respecting rejection damages and Spansion LLC's plan of
reorganization.  Primarily because the parties simply have
divergent views on the potential value of Spansion Japan's
potential claims arising from the rejection of the Foundry
Agreement or the Debtors' potential rejection of the other
agreements to which the Debtors and Spansion Japan are parties,
however, the parties determined to consummate this Settlement
to preserve value through fostering customer relationships and
reserve the rejection claim issues for another day.

"For now, the Settlement allows the parties to continue to do
business in a constructive manner as well as provide a framework
for the future determination of their entire relationship," Mr.
Wright maintains.

Accordingly, the Debtors and Spansion Japan ask Court enter an
order authorizing them to enter into the Settlement reflected in
a Term Sheet, including (i) the execution of the Definitive
Agreements and (ii) the taking of all actions necessary to fund
and cause Spansion Nihon to acquire certain assets of Spansion
Japan.

The Settlement contemplates:

  (i) the continued purchase of wafers from Spansion Japan by
      Spansion LLC at a defined price, quantity and duration via
      the Foundry Agreement;

(ii) other definitive agreements to assist the parties to
      define their relationship as they both pursue a successful
      emergence from bankruptcy;

(iii) a settlement payment in lieu of the Spansion Japan
      Administrative Expense and in consideration of the various
      other benefits of the Settlement including in particular
      the License Agreement; and

(iv) the reservation of Spansion Japan's Rejection Damages
      Claim and plan confirmation challenges for the upcoming
      confirmation trial in the Debtors' chapter 11 cases.

                        Foundry Agreement

Under the Foundry Agreement, Spansion LLC will purchase from
Spansion Japan's JV3 fabrication facility at least 200,000 wafers
over the next six quarters.  Spansion Japan will continue to
provide sort services to Spansion LLC during the same period,
with a minimum floor sort revenue of $8.9 million per quarter to
Spansion Japan.  Although most of the wafers produced by Spansion
Japan can also be produced at the Debtors' Austin fabrication
facility, not all of those wafers can be produced in Austin at
this time.  This arrangement continues the relationship between
Spansion LLC and Spansion Japan.  In particular, the Foundry
Agreement permits Spansion LLC to continue its operations without
disruption to its customers while transitioning production of
wafers from Spansion Japan's JV3 Fab to Spansion LLC's Fab 25 in
an orderly fashion.  Simultaneously, the Foundry Agreement
provides Spansion Japan with time and revenue to implement
alternatives to establish its independent viability post-
bankruptcy.  This aspect of the Settlement will cost the Debtors
approximately $11 million in EBITDA during the six quarter period
-- in other words, if the Debtors instead produced these wafers
in Austin, they would achieve EBITDA savings of $11 million.
When compared against the various benefits available under the
Settlement, the Debtors view this cost as modest.

In addition, Spansion Japan has also agreed to provide certain
technical information to the Debtors, and the Debtors have agreed
to pay Spansion Japan $5 million for those technical information.
The parties had disagreements over the manner, timing and extent
to which Spansion Japan was obligated to provide technical
information to Spansion LLC.  This aspect of the Settlement
confirms that Spansion Japan will provide information reasonably
necessary to the Debtors in their ongoing business, as well as
provides needed capital for operations to enable Spansion Japan
in fact to be in a position to provide the information.

                       License Agreement

Although during the course of the litigation, the parties have
contested their rights in certain technology and intellectual
property, the License Agreement provides clarity and compromise
with respect to these issues in a way that is acceptable to both
parties for their continued business dealings.  Under the License
Agreement, Spansion Japan will continue to license from Spansion
LLC those intellectual property rights that it needs to continue
providing services to Spansion LLC.  In addition, the License
Agreement grants a license to Spansion Japan of certain other
intellectual property rights for Spansion Japan to make certain
licensed products.  The term of the License Agreement extends for
up to five years.  In addition, the parties will consider,
discuss in good faith and potentially negotiate a further
extension of that term, depending on market conditions at the
time of those discussions.  By entering into the License
Agreement, Spansion LLC and Spansion Japan establish an arm's-
length arrangement whereby Spansion Japan is able to generate
revenue from providing services to Spansion LLC, and, in turn,
Spansion LLC receives the benefit of those services, thereby
allowing the entities to establish successful independent
operations.  In addition, the License Agreement provides an
important building block to Spansion Japan in connection with its
own reorganization in the Japanese Proceeding.  Spansion Japan
would not have agreed to the Settlement but for this
important feature.

                  Transition Services Agreement

Under the TSA, Spansion LLC and Spansion Japan will continue to
provide certain crucial technology and other support to each
other during this time of transition.  Spansion Japan, for
instance, will continue to provide certain foundry-related
technical support and data to Spansion LLC that Spansion LLC
would not be able to procure easily or timely without the
assistance of Spansion Japan.  Spansion LLC, in turn, will
continue to provide basic office support to Spansion Japan that
as administrative and similar services and other services as may
be agreed to by the parties.  By way of the TSA, Spansion LLC and
Spansion Japan will provide one another with those services for a
period of time to allow both to independently establish their
alternatives for the future.  The failure to achieve this term of
the Settlement would have resulted in material disruption and
hardship to both companies.

                       Bailment Agreement

The Bailment Agreement governs the lending of probe cards needed
for testing purposes.  Certain probe cards belong to Spansion LLC
while others belong to Spansion Japan.  Each party lends probe
cards to the other, and they are thus moved frequently between
the two companies to maximize the efficiency of testing wafers.
Under the Bailment Agreement, the parties regulate these
arrangements, including the lending of additional probe cards
needed by Spansion Japan to continue providing sorting services
to Spansion LLC during the transition period.

                           Term Sheet

Under the Term Sheet, Spansion LLC will pay to Spansion Japan
$45,000,000 in consideration of the Spansion Japan Administrative
Expense and the various other benefits of the Settlement.  The
Settlement Payment will be payable over the course of 2010 in
this manner:

  * $10,000,000 on March 31, 2010;
  * $12,500,000 on June 30, 2010;
  * $12,500,000 on September 30, 2010; and
  * $10,000,000 on December 31, 2010.

Although $45,000,000 is greater than what Spansion LLC believes
would have been the allowed amount of the Spansion Japan
Administrative Expense, $45,000,000 is slightly more than 10% of
the amount sought in connection with the Spansion Japan
Administrative Expense.

Furthermore, the parties anticipated that they would require
multiple trial dates to conclude the litigation of the disputes
between them.  The Court would also take additional time to make
a decision and render an opinion.  It is unclear what impact that
delay would have on the resolution of the disputes and,
ultimately, confirmation of the Debtors' plan of
reorganization.  Accordingly, Spansion LLC and Spansion Japan
believe that $45,000,000 is a fair and reasonable amount to
achieve resolution of the issues at this time with complete
certainty, particularly when the payment timing is considered.

In addition, the Term Sheet provides for the resolution of the
substantial claims of Spansion LLC and Spansion Japan against one
another and requires that GE Financial Services Corporation
withdraw all of its claims against the Debtors.  Spansion LLC,
however, will not be entitled to any distribution on account of
the Spansion LLC Prepetition Claims.  All claims of Spansion
Japan and Spansion LLC against each other will be expunged,
released and satisfied, including, but not limited to Spansion
Japan's claims under Section 503(b)(9) of the Bankruptcy Code.
Spansion Japan will retain its Rejection Damages Claim against
Spansion LLC, and Spansion LLC will retain all rights and
defenses against those Rejection Damage Claims, including, but
not limited to, any liability that Spansion Japan may have under
Chapter 5 of the Bankruptcy Code.  Spansion Japan will retain its
rights and defenses to oppose any claim or defense to its
Rejection Damage Claims, including, but not limited to, under
Chapter 5 of the Bankruptcy Code.

Full-text copies of the Term Sheet, Foundry Agreement, Transition
Services Agreement, and Bailment Agreement are available for free
at http://bankrupt.com/misc/Spansion_TermsheetSJPsettlement.pdf


                       Kawasaki Business

Consistent with the order authorizing the formation and funding
of Spansion Nihon, Spansion LLC will fund Spansion Nihon and will
cause Spansion Nihon to purchase the Kawasaki Business.  The
purchase transitions key services from Spansion Japan to Spansion
LLC through Spansion Nihon.

Consistent with the Term Sheet, Spansion Nihon will purchase
Spansion Japan's Kawasaki business, which consists of
distribution and research and development, for $12,500,000,
payable at closing.  Certain of Spansion Japan's Kawasaki
personnel will transfer and become employees of Spansion Nihon.
By consummating this aspect of the Term Sheet, Spansion LLC,
through Spansion Nihon, retains control over those aspects of
Spansion Japan's business that are specific to Spansion LLC and
its future success, but which are not the foundation of any
future business of Spansion Japan's.  This aspect of the
settlement will also allow the Debtors to transition an ongoing
distribution business into Spansion Nihon, where, absent the
settlement, the Debtors would be required to start their
distribution business out of whole cloth.  This provides
substantial value to the Debtors in terms of their customer
relationships.  For Spansion Japan, it provides for the placement
of personnel and assets that would otherwise be superfluous to
its operations in the absence of a relationship with the Debtors.

Prior to the Debtors' filing of their request to approve the
settlement with Spansion Japan Limited, they sought and obtained
the Court's approval to extend their time to file their request,
through January 18, 2010.

                        About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Reports $4,329,000 Net Income for 4th Quarter
-----------------------------------------------------------
Spansion Inc. announced on January 15, 2010, operating results
for its fourth quarter and fiscal year ended December 27, 2009.
Spansion reported fourth quarter of 2009 net sales of
$307.1 million and its second consecutive profitable quarter with
net income on a U.S. GAAP basis of $4.3 million, or diluted net
income per share of $0.02.  Operating income for the quarter was
$20.7 million and U.S.  GAAP gross and operating margins were
33.1% and 6.7%.

                     U.S. GAAP Comparison

                      Q4 2009         Q3 2009        Q4 2008
                      -------         -------        -------
Net sales       $307.1 million  $327.6 million   $468.0 million

Net income(loss)  $4.3 million   $1.5 million ($2,076.9 million)

Diluted net income
(loss) per share         $0.02          $0.01           ($12.90)

Operating income
(loss)           $20.7 million   $20.0 million($2,007.3 million)

Gross margin             33.1%           28.3%           (43.1%)

Operating margin          6.7%            6.1%          (429.0%)

"Spansion's core markets showed strength this quarter and helped
the company easily surpass our expectations for revenue in 2009,"
said John Kispert, Spansion president and CEO.  "With our
restructuring and reorganization activities largely behind us, we
look forward to continued strong results in 2010."

Non-GAAP net income for the fourth quarter of 2009, excluding
restructuring, reorganization, and other special charges and
credits, was $29.8 million, or net income per share of $0.17.
Reconciliation between U.S. GAAP operating results and non-GAAP
operating results is provided following the financial statements
in this release.

                       Non-GAAP Comparison

                        Q4 2009      Q3 2009      Q4 2008
                        -------      -------      -------
Net income(loss)  $29.8 million   $17.6 million ($433.0 million)
----------------  -------------   -------------  --------------
Diluted net income
(loss) per share  $0.17           $0.10         ($2.69)
----------------- -----           -----          ------

The company increased its cash position by over $61 million and
ended the fourth quarter of 2009 with $324.9 million in cash,
compared to $263.6 million at the end of the third quarter of
fiscal 2009 and $116.4 million at the end of the fourth quarter
of 2008.

"The continued margin improvement on lower net sales is a result
of Spansion's strategy to focus on embedded and targeted wireless
applications," said Randy Furr, Spansion CFO.  "The company's
sound financial management, including operational expense control
and working capital management, helped increase the cash position
over $225 million since first quarter 2009, resulting in
approximately $325 million of cash and equivalents at year-end."

                         Restructuring

Spansion's second amended disclosure statement and its plan of
reorganization were approved by the U.S. Bankruptcy Court on
December 22, 2009.  A confirmation hearing for the plan of
reorganization is scheduled for February 11, 2010.

Prior to the filing of Spansion's Annual Report on Form 10-K for
the fiscal year ended December 27, 2009, the company may settle,
in connection with the company's Chapter 11 bankruptcy
proceedings, pre-petition claims of creditors.  Consequently, the
company may be required, in accordance with U.S. GAAP, to record
adjustments related to any such settlement of pre-petition
claims.  These adjustments may change reorganization items and
net income presented in the statement of operations, and
liabilities subject to compromise presented in the balance sheet.
As a result, there could be a material change to the statement of
operations and balance sheet reported in this release.

                         Spansion Japan

On March 3, 2009, Spansion Japan Limited commenced corporate
reorganization proceedings under the Japanese Corporate
Reorganization Law (Kaisha Kosei Ho) in the Tokyo District Court.
As a result, and in accordance with U.S. GAAP, the financial
results of Spansion Japan Limited are not included in the
consolidated financial results of Spansion Inc. after March 3,
2009.  On January 8, 2010, the company announced that it reached
verbal agreements in principle with its former subsidiary,
Spansion Japan, to acquire Spansion Japan's distribution business
and to obtain foundry services, including wafer and sort
services, from Spansion Japan.  Additional details can be read in
Spansion's 8-K filing on January 11, 2010, which can be accessed
at http://investor.spansion.com.

              Use of Non-GAAP Financial Information

The non-GAAP and supplemental information provided in this press
release is a supplement to, and not a substitute for or superior
to, the company's financial results presented in accordance with
U.S. GAAP.  The non-GAAP financial measures presented by the
company may be different than the non-GAAP financial measures
presented by other companies.

The non-GAAP and supplemental information is provided to enhance
the user's overall understanding of the company's operating
performance.  Specifically, the company believes the non-GAAP
information provides useful measures to investors regarding the
company's financial performance by excluding certain costs and
expenses that the company believes are not indicative of its core
operating results.  The presentation of non-GAAP and supplemental
information is not meant to be considered in isolation or as a
substitute for results prepared and presented in accordance with
U.S. GAAP.


                         Spansion Inc.
              Condensed Consolidated Balance Sheet
                     As of December 27, 2009

ASSETS
Cash & Cash Equivalents                          $324,903,000
Auction rate securities                           100,335,000
Accounts Receivable                               129,174,000
Accounts receivable, related party                366,602,000
Allowance for doubtful accounts                   (56,408,000)
Inventories                                       141,723,000
Deferred income taxes                              13,332,000
Prepaid expenses and current assets                49,533,000
                                                --------------
Total current assets                             1,069,194,000
Property and Equipment                             322,710,000
Auction rate securities                                      0
Other assets                                        46,073,000
                                                --------------
Total Assets                                    $1,437,977,000
                                                ==============

Liabilities and Stockholders' Deficit
Current Liabilities
Notes payable                                              $0
Short term note                                    64,149,000
Accounts Payable & Accrued Liabilities            146,140,000
Accounts Payable related party                    221,211,000
Accrued compensation and benefits                  21,630,000
Income taxes payable                                   83,000
Deferred income                                    62,958,000
                                                --------------
Total current liabilities                          516,171,000
Deferred income taxes                               13,405,000
Other long-term liabilities                          9,825,000
Liabilities subject to compromise                1,756,269,000
                                                --------------
Total liabilities                                2,295,670,000
Stockholders' deficit                             (857,693,000)
                                                --------------
Total liabilities and stockholders' deficit     $1,437,977,000
                                                ==============

                         Spansion Inc.
             Consolidated Statement of Operations
             For Quarter Ended December 27, 2009

Net Sales                                         $307,146,000
Cost of Sales                                      205,504,000
                                                --------------
Gross Margin                                       101,642,000

Research and Development                            25,533,000
Sales, general and administrative                   41,661,000
Restructuring charges                                1,206,000
Asset impairment charges                            12,538,000
                                                --------------
Operating income(loss)                              20,704,000
Other than temporary impairment                              0
Gain on deconsolidation                                      0
Interest and other income                            1,110,000
Interest expense                                    (8,099,000)
                                                --------------
Income(loss) before reorganization items            13,715,000
Reorganization Items                                (9,736,000)
                                                --------------
Income(loss) before income taxes                     3,979,000
Benefit(provision) for income taxes                    350,000
                                                --------------
Net income(loss)                                    $4,329,000
                                                ==============

                           Spansion Inc.
                Consolidated Statement of Cash Flows
                For Quarter Ended December 27, 2009

Cash Flows from Operating Activities:
Net income(loss)                                    $4,329,000
Adjustment to reconcile net loss to net
cash provided by operating activities:
Depreciation, amortization                         29,620,000
Asset impairment charges                           14,045,000
Provision for deferred income taxes                     6,000
Provision for doubtful accounts                       578,000
Net loss on sale of property                        1,448,000
Compensation under employee stock plans             1,976,000
Gain on deconsolidation of subsidiary                       0
Gain on sale of Suzhou entity                      (3,885,000)
Loss from write-off rejected capital                        0
Changes in operating assets and liabilities:
  Increase in accounts receivable                  (66,724,000)
(Increase) decrease in inventories                 (4,527,000)
(Increase)decrease in prepaid expenses                660,000
(Increase)decrease in other assets                  2,833,000
Increase(decrease) in accounts payable             72,069,000
Decrease in income taxes payable                     (381,000)
Increase in deferred income                         6,663,000
                                                --------------
Net cash provided by operating activities           58,710,000

Cash Flows from Investing Activities:
Proceeds from sale property, plant, equip.           3,507,000
Purchases of property, plant, equipment            (14,066,000)
Cash proceeds from PTI                              15,539,000
Proceeds from redemption of ARS                      4,150,000
                                                --------------
Net cash provided by investing activities            9,130,000

Cash Flows From Financing Activities:
Proceeds from borrowings                                     0
Payments on debt and capital lease                  (6,491,000)
                                                --------------
Net cash used in financing activities               (6,491,000)

Effect of exchange rate changes on cash                      0
                                                --------------
Net increase in cash and equivalents                61,349,000
Cash and cash equiv. beginning period              263,554,000
                                                --------------
Cash and cash equiv. at end of period             $324,903,000
                                                ==============

                        About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


STATION CASINOS: Committee Creditors Can't Sue for Fraud Yet
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Station Casinos,
Inc. and its affiliated debtors-in-possession asks the Court,
pursuant to Sections 105(a), 503(b), 1103(c), and 1109(b), to
authorize it to pursue certain claims and causes of action
relating to the Debtors' leveraged buyout transaction that closed
on November 7, 2007.

Bill Rochelle at Bloomberg News reports that following a hearing,
the Committee failed in their effort at persuading the bankruptcy
judge to give them authority to file two lawsuits, one contending
the leveraged buyout in November 2007 resulted in fraudulent
transfers and the second seeking to recharacterize leases as
disguised financings.

According to the report, ruling at the end of the hearing, U.S.
Bankruptcy Judge Gregg Zive in Reno, Nevada, said he would
reconsider giving creditors authority to file suit after the
Company files a reorganization plan.  He also said that
"extraordinary circumstances" would be required before he extends
the company's exclusive right to propose a Chapter 11 plan that
expires March 25.  The judge said he saw no evidence of an intent
by management to defraud creditors.

                      Committee Plea to Sue

The Committee has investigated the LBO Transaction, including the
Master Lease Transaction, over the last three months.

Station Casinos Bankruptcy News reports that a draft LBO Complaint
prepared by the Creditors' Committee demonstrates that the LBO
Transaction saddled SCI with an additional $1.7 billion in
interest-bearing debt, a crushing burden that offered virtually no
value in return.  As a result of the LBO Transaction, the Debtors
were rendered insolvent and were left with unreasonably small
capital, Susheel Kirpalani, Esq., at Quinn Emanuel Urqhuart Oliver
& Hedges LLP, in Los Angeles, California, relates.  Meanwhile, the
draft LBO Complaint alleges that Individual Defendants received
hundreds of millions of dollars, by virtue of the cancelation of
their owned shares of SCI common stock and the award of the
Accelerated Stock Benefits, which the LBO Complaint refers to as
the immediate vesting of Restricted Stock and the acceleration of
Stock Options.

A draft Lease Complaint prepared by the Creditors' Committee,
according to Mr. Kirpalani, demonstrates that the so-called Master
Lease Transaction is really a disguised debt financing between SCI
and FCP PropCo, LLC.  Notwithstanding the obvious efforts to
obfuscate the economic substance of the Master Lease Transaction
by creating various corporate entities and executing numerous
documents that purported to transfer assets, the economic
substance cannot be ignored -- SCI borrowed approximately $2.475
billion, funneled through PropCo, to help fund the LBO
Transaction.  The security for that borrowing was the Four
Casinos.  Slapping a "lease" label on a loan does not make it a
lease, Mr. Kirpalani asserts.

The draft Lease Complaint further claims to have the Master Lease
Transaction recharacterized as a disguised debt financing between
SCI, as borrower, and PropCo, as lender or as a lending vehicle
for the PropCo Lenders.  The Lease Complaint further alleges that
the obligations that SCI incurred under the Master Lease
Transaction are avoidable fraudulent transfers.

Full-text copies of the proposed Complaints are available for free
at:

  http://bankrupt.com/misc/SC_PropLBOComplaint.pdf
  http://bankrupt.com/misc/SC_PropLeaseComplaint.pdf

                  Objections to Standing Motion

Various parties, including Frank J. Fertitta III and Lorenzo J.
Fertitta, owners of Station Casinos, Inc., the Debtors, and the
Special Litigation Committee of the Board of Directors of Station
Casinos, Inc., filed objections to the Standing Motion.

The Debtors argue that the derivative standing is granted to a
committee when the committee's interests are aligned with the best
interests of the estate.  When the committee represents an out-of-
money constituent whose sole hope for recovery is through
aggressive and "swing for the fences" litigation, that alignment
of interests does not exist because a committee owes a fiduciary
duty only to the class of creditors it represents, not to the
estate, Paul S. Aronzon, Esq., at Milbank, Tweed, Hadley & McCloy
LLP, in Los Angeles, California, asserts.

Deutsche Bank Trust Company Americas, as administrative agent to
the OpCo Lenders, complains that the Creditors' Committee has not
presented any colorable claim against the OpCo Lender Parties.
There are no valid constructive fraudulent conveyance claims
against the OpCo Lender Parties under either state or federal law
because the OpCo Lenders partially refinanced a $2 billion BofA
Credit Facility in connection with the LBO Transaction and
provided a working capital line to the Debtors and their
subsidiaries -- the hallmarks of reasonably equivalent value,
Deutsche Bank asserts.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Bondholders Defend Bid to Pursue LBO Lawsuits
--------------------------------------------------------------
Daily Bankruptcy Review reports Station Casinos Inc.'s bondholders
are defending their bid to sue the Debtors' owners and the banks
that arranged its 2007 leveraged buyout.  The bondholders contend
the deal "fueled a massive transfer wealth to insiders" at their
expense.

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


SUMBRY MORTUARY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Sumbry Mortuary, Inc.
          dba Sumbry Mortuary and Florist
        P.O. Box 1769
        Phenix City, AL 36869

Bankruptcy Case No.: 10-80118

Chapter 11 Petition Date: January 25, 2010

Court: United States Bankruptcy Court
       Middle District of Alabama (Opelika)

Judge: William R. Sawyer

Debtor's Counsel: Michael A. Fritz, Sr., Esq.
                  Fritz & Hughes, LLC
                  7020 Fain Park Drive, Suite 1
                  Montgomery, AL 36117
                  Tel: (334) 215-4422
                  Fax: (334) 215-4424
                  Email: bankruptcy@fritzandhughes.com

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

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

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

The petition was signed by Arthur L. Sumbry, funeral director of
the Company.


TAYLOR BEAN: Freddie Mac Wants to File Own Liquidation Plan
-----------------------------------------------------------
Daily Bankruptcy Review reports Freddie Mac is looking to wrest
control over the bankruptcy liquidation of Taylor Bean & Whitaker
Mortgage Corp.  According to DBR, Freddie Mac contends Taylor Bean
is wasting cash on the advisory firm running the company.

                         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 Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. is a 27-year-old company
that grew from a small Ocala-based mortgage broker to become one
of the largest mortgage bankers in the United States.  In 2009,
Taylor Bean was the country's third largest direct-endorsement
lender of FHA-insured loans of the largest wholesale mortgage
lenders and issuer of mortgage backed securities.  It also managed
a combined mortgage servicing portfolio of approximately
$80 billion.  The company employed more that 2,000 people in
offices located throughout the United States.

Taylor Bean filed for Chapter 11 on August 24 (Bankr. M.D. Fla.
Case No. 09-07047).

Taylor Bean has more than $1 billion of both assets and
liabilities, and between 1,000 and 5,000 creditors, according to
the bankruptcy petition.


TELIGENT INC: Seeks To Limit K&L Gates Discovery
------------------------------------------------
Law360 reports that the unsecured claims estate representative for
Teligent Inc. is trying to block attorneys from K&L Gates LLP from
accessing confidential settlement documents relating to former CEO
Alex Mandl's departure from the telecom that the firm hopes to use
in defending a malpractice suit that spun out of the original
litigation.

Teligent, Inc., a provider of broadband communication services
offering business customers local, long distance, high-speed
data and dedicated Internet services over its digital SmartWave
local networks in major markets throughout the United States,
filed for chapter 11 protection on May 21, 2001.  James H.M.
Sprayregen, Esq., Matthew N. Kleiman, Esq., and Lena Mandel,
Esq., at Kirkland & Ellis represented the Debtors in their
restructuring effort.  When the Company filed for protection from
its creditors, it listed $1,209,476,000 in assets and
$1,649,403,000 debts.  The Debtors' Third Amended Plan of
Reorganization was confirmed on Sept. 6, 2002.  Pursuant to the
confirmed Plan, Savage & Associates, P.C., serves as the
Unsecured Claims Estate Representative to pursue preference
litigation and other post-confirmation recovery actions.


TRIPLE J OILFIELD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Triple J Oilfield Services, Inc.
        P.O. Box 1665
        Mission, TX 78572

Bankruptcy Case No.: 10-70048

Chapter 11 Petition Date: January 25, 2010

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

Judge: Richard S. Schmidt

Debtor's Counsel: Eduardo V. Rodriguez, Esq.
                  Malaise Law Firm
                  1265 N Expressway 83
                  Brownsville, TX 78521
                  Tel: (956) 547-9638
                  Fax: (956) 547-9630
                  Email: evrcourt@malaiselawfirm.com

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

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

According to the schedules, the Company has assets of $3,978,561,
and total debts of $4,336,554.

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

            http://bankrupt.com/misc/txsb10-70048.pdf

The petition was signed by Jimmy J. Jones, president of the
Company.


TRUMP ENTERTAINMENT: Court Delays Review of Interest Payment Issue
------------------------------------------------------------------
Eric Morath at Dow Jones Daily Bankruptcy Review reports that
Judge Judith H. Wizmur of the U.S. Bankruptcy Court for the
District of New Jersey has put off a decision in the Trump
Entertainment Resorts Inc. Chapter 11 case that could have given
Donald Trump the upper hand over Carl Icahn in their battle for
control of three Atlantic City, N.J., casinos.

According to the report, Judge Wizmur on Thursday said she
wouldn't determine if $40.5 million in payments made to Trump
Entertainment's lenders were interest or payments on loan
principal until she considers rival bankruptcy plans for the
Debtors at a February 23 hearing.

Icahn owns or controls all of the company's $488.8 million in
secured debt through a deal with Beal Bank.

According to Mr. Morath, if the $40.5 million was determined to be
principal payments, then the amount owed to lenders would be
reduced, lowering what a Trump-backed group would have to pay to
cash-out the lenders and take control of the casinos that bear the
Trump name.

Mr. Morath reports that Judge Wizmur said she will determine how
to characterize the payments at the confirmation hearing when the
total value of Trump Entertainment is discussed.  Creditors are in
the process of voting on the rival plans.  According to Mr.
Morath, Judge Wizmur said these are "issues we will take up at
confirmation" and that if the issues "are resolved earlier, it
will cause more confusion when we take up the central valuation
issue."

As reported by the Troubled Company Reporter on January 22, 2010,
the Court approved the adequacy of information in the disclosure
statements of the two competing Plans for Trump Entertainment.
The Plans were proposed by the Debtors, and the Ad Hoc Committee
of Holders of 8.5% Senior Secured Notes; and Beal Bank and Icahn
Partners.  The Court's approval of the competing disclosure
statements allows each parties to commence the solicitation of
votes for confirmation of their Plan.

The deadline for returning completed ballots is at 4:00 p.m.
(prevailing Eastern Time) on February 12, 2010.  Objections, if
any, to confirmation of the Plan must be received by the Court and
notice parties no later than 5:00 p.m. February 19, 2010.  A
hearing to consider confirmation of the Plans is scheduled for
February 23, 2010, at 9:00 a.m. (prevailing Eastern Time.)

According to the Fifth Amended Disclosure Statement proposed by
Beal Bank and Icahn Partners, dated January 5, 2010, the Plan
provides that (i) each holder of an allowed general unsecured
claim, will receive its pro rata share of (a) $13,937,300, to be
paid in cash and (b) the subscription rights; and (ii) in all
other cases, the holder will not be entitled to, nor will it
receive or retain, any property or interest in property on account
of its allowed general unsecured claims.

Under the Modified Sixth Amended Disclosure Statement proposed by
the Ad Hoc Committee of Holders of 8.5% Senior Secured Notes Due
2015 and the Debtors, dated January 5, 2010, the holders of
allowed general unsecured claims will receive on the effective
date, (i) the cash distribution; and (ii) their pro rata share of
the creditor distribution.

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

   http://bankrupt.com/misc/TrumpEntertainment_4thABealPlan.pdf

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

    http://bankrupt.com/misc/TrumpEntertainment_5thABealDS.pdf

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

        http://bankrupt.com/misc/Trump_6thANoteholdersDS.pdf

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

      http://bankrupt.com/misc/Trump_6thANoteholdersPlan.pdf

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


VIKING SYSTEMS: Dutchess to Buy Shares Over 36-Month Period
-----------------------------------------------------------
Viking Systems, Inc., on January 7, 2010, entered into an
Investment Agreement with Dutchess Opportunity Fund, II, LP.  The
Investor committed to purchase up to $5,000,000 of the Company's
common stock over 36 months.

The Company may draw on the facility from time to time, as and
when it determines appropriate in accordance with the terms and
conditions of the Investment Agreement.  The purchase price will
be set at 96% of the volume weighted average price (VWAP) of the
Company's common stock during the 5 consecutive trading day period
beginning on the trading day immediately following the date of
delivery of the applicable put notice.  The amount that the
Company is entitled to Put in any one notice will be equal to
either 1) 200% of the average daily volume of the common stock for
the 3 trading days prior to the applicable Put Notice Date,
multiplied by the average of the 3 daily closing prices
immediately preceding the Put Date or 2) $100,000.  The Investor
will not be obligated to purchase shares if the Investor's total
number of shares beneficially held at that time would exceed 4.99%
of the number of shares of the Company's common stock as
determined in accordance with Rule 13d-1 of the Securities
Exchange Act of 1934, as amended.  In addition, the Company is not
permitted to draw on the facility unless there is an effective
registration statement to cover the resale of the shares.

Pursuant to the terms of a Registration Rights Agreement dated
January 7, 2010, between the Company and the Investor, the Company
is obligated to file a registration statement with the SEC to
register the resale by the Investor of 15,000,000 shares of the
common stock underlying the Investment Agreement on or before 21
calendar days of the date of the Registration Rights Agreement.
The Company is obligated to use all commercially reasonable
efforts to have the registration statement declared effective by
the SEC within 90 days after the registration statement is filed.

On January 15, the Company filed with the Securities and Exchange
Commission FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933 to register the 15,000,000 shares.  The proposed
maximum aggregate offering price for the shares is $4,200,000.

A full-text copy of the Registration Statement is available at no
charge at http://ResearchArchives.com/t/s?4e44

                       Going Concern Doubt

The report dated April 15, 2009, from the Company's independent
registered public accounting firm, Squar, Milner, Peterson,
Miranda & Williamson, LLP, on the Company's financial statements
for the year ended December 31, 2008, included a going concern
explanatory paragraph in which they stated that there was
substantial doubt regarding the Company's ability to continue as a
going concern.  The Company's independent auditors pointed to the
Company's significant operating losses and negative operating cash
flows.

                      About Viking Systems

Based in Westborough, Massachusetts, Viking Systems, Inc. (OTCBB:
VKNG.OB) -- http://www.vikingsystems.com/-- is a developer,
manufacturer and marketer of visualization solutions for complex
minimally invasive surgery.  The Company partners with medical
device companies and healthcare facilities to provide surgeons
with proprietary visualization systems enabling minimally invasive
surgical procedures, which reduce patient trauma and recovery
time.


VIKING SYSTEMS: Registers 2.8MM Shares Under Incentive Plan
-----------------------------------------------------------
Viking Systems, Inc., filed with the Securities and Exchange
Commission a FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933 to register 2,800,000 shares of Common Stock, par
value $0.001 per share, issued under the Viking Systems, Inc.
Amended 2008 Stock Incentive Plan.

On December 16, 2009, the Company's board of directors approved
2,800,000 additional shares to be issued under the Amended 2008
Equity Incentive Plan.

A full-text copy of the Company's registration statement is
available at no charge at http://ResearchArchives.com/t/s?4e45

                       Going Concern Doubt

The report dated April 15, 2009, from the Company's independent
registered public accounting firm, Squar, Milner, Peterson,
Miranda & Williamson, LLP, on the Company's financial statements
for the year ended December 31, 2008, included a going concern
explanatory paragraph in which they stated that there was
substantial doubt regarding the Company's ability to continue as a
going concern.  The Company's independent auditors pointed to the
Company's significant operating losses and negative operating cash
flows.

                      About Viking Systems

Based in Westborough, Massachusetts, Viking Systems, Inc. (OTCBB:
VKNG.OB) -- http://www.vikingsystems.com/-- is a developer,
manufacturer and marketer of visualization solutions for complex
minimally invasive surgery.  The Company partners with medical
device companies and healthcare facilities to provide surgeons
with proprietary visualization systems enabling minimally invasive
surgical procedures, which reduce patient trauma and recovery
time.


VITERRA, INC: Moody's Confirms Corporate Family Rating at 'Ba1'
---------------------------------------------------------------
Moody's Investors Service confirmed Viterra, Inc.'s Ba1 Corporate
Family Rating and other ratings, concluding the review beginning
on May 19, 2009, pending the completion of the proposed
acquisition of ABB Grain Ltd. by Viterra in a friendly
transaction.  Viterra's Speculative Grade Liquidity rating was
raised to SGL-2 from SGL-3 indicating an improvement to a good
liquidity profile over the next 12 months.  The outlook is stable.

The rating confirmation reflects the final financing arrangements
for the acquisition, (specifically on the choice of ABB
shareholders of a mix of cash versus shares), the strategic fit of
the two companies, and the level of cash flow that can be
generated to reduce debt, if needed, in a reasonable fashion given
the cyclicality and price volatility of the company's agricultural
products.  Moody's indicated in May 2009, and again in December
2009, that if the transaction went forward as proposed it was
likely that Viterra's existing ratings would be confirmed.

The ABB acquisition, valued at approximately A$1.6 billion
(C$1.4 billion), was comprised of a prudent mix of 50% equity and
50% cash.  As consideration for the acquisition Viterra paid ABB
shareholders about C$703 million in cash and 78.3 million Viterra
shares.  Moreover, a considerable portion of the cash used in the
purchase was pre-funded with a C$450 million equity offering.
Viterra's unadjusted debt to capital at the end of FYE October 31,
2009 was 31%.  This is a low level of leverage, especially given
that Viterra had some C$1 billion in cash and marketable
securities on its balance sheet at year end versus some
C$1.6 billion of unadjusted debt.  Viterra has indicated that it
anticipates generating roughly C$30 million in annual synergies in
2012.  In addition, the Ba1 ratings continue to reflect the growth
aspirations of Viterra management.

The stable outlook incorporates the assumption that future
acquisition activity of material size would be prudently financed.
The outlook also reflects the desire by Moody's to see Viterra to
perform over a longer period of time with its relatively new
consolidated group of assets given the fast acquisition related
growth that management has undertaken.  Viterra's revenues have
grown from C$1.5 billion at the end of 2006 to some C$6.6 billion
at the end of 2009 and ABB could add another C$2 billion in
revenues over the next 12 months.  It is not expected that Viterra
will be considered for an upgrade in the very near term since
management has indicated that they are looking to continue a
program of strategic acquisitions (possibly using leverage).

Furthermore, the structure of Viterra's credit facilities and term
debt are secured (secured debt is unusual at the investment grade
rating level), and most importantly Moody's would like to see the
generation of investment grade credit metrics by Viterra's new
business profile on a sustainable multi year basis.  The
generation of free cash flow is a typical trait for investment
grade issuers.  A free cash flow to debt ratio of over 8% on a
sustainable basis would be seen as a positive for the rating.
Prior to a positive rating move Moody's would look for the
agricultural market dynamics to remain healthy, for the provision
for security on their senior secured credit facility to be
eliminated or in the process of being eliminated, for continued
success by management at integrating the ABB and other potential
acquisitions, and for investment grade credit metrics to be
achieved and sustained over a multi-year period.

Ratings confirmed and removed from review

Issuer: Viterra Inc.

  -- Probability of Default Rating - Ba1

  -- Corporate Family Rating- Ba1

  -- Senior Unsecured Notes- Ba1 - moved to LGD3 49% from LGD4
     56%

.SGL-2 moved from SGL-3

Viterra's SGL-2 rating, reflecting a good liquidity profile, is
indicative of the company's significant cash generating
capabilities, balanced by the high seasonal demands on working
capital for its grain handling and agri-products businesses (over
75% of Viterra's agri-products are delivered from April through
June).  Ongoing liquidity concerns for grain processors center on
volatility of crop and farm input pricing.  For example, a
significant increase in the cost of commodity grains can increase
the working capital burden for Viterra and other processors, and
these price movements will increase the cash requirements in
managing the business.  Viterra's liquidity is supported by its
sizeable cash and marketable securities of approximately
C$1.0 billion as of the fourth quarter filings (October 31, 2009).
Additionally, Moody's estimates that as of October 31, 2010 the
company had in excess of C$460 million in availability under its
domestic revolving C$800 million ABL facility for use in managing
the seasonal swings in working capital.  Sustaining capital
spending for 2010 is estimated at C$140 million.  Viterra does not
pay a dividend on its common stock and the company further
benefits from having no near term maturities of its long-term
debt; the 3-year C$800 million revolving ABL facility is due in
2012, subject to meeting compliance tests, and there was nothing
drawn at the end of October 2009.  The company is expected to
maintain compliance with its ABL covenants which do not become
effective unless availability drops below C$75 million.

Viterra announced its intention to, by the end of January 2010,
reduce the short-term debt of its Australian operations by
A$300 million.  At October 31, 2009 the company had about
A$600 million drawn under the A$1.2 billion secured revolvers that
fund the working capital needs of the ABB business.  The company
is utilizing A$300 million of surplus cash to reduce ABB's
seasonal drawings.  This action is expected to reduce the
Company's interest expense (net of interest otherwise earned on
short-term investments) by approximately C$1.3 million per month.
At year-end October 2009, Viterra had over C$1 billion in cash and
short-term investments on its balance sheet, of which
approximately C$800 million is available for other uses.  Post
this payment Viterra would have some C$500 million in cash
available for growth initiatives.  Availability under the
A$1.2 billion facility is not impacted.  Current cash balances are
expected to remain in place until they are required to support
Viterra's future growth plans.  Management has publicly indicated
that they would consider other acquisitions and Moody's assume
they will be funded in a similar prudent manner as the last two
large acquisitions.

Moody's most recent announcements concerning the ratings for
Viterra was on December 8, 2009, when Moody's maintained Moody's
review as the company addressed a possible covenant breach in a
bank facility at ABB.  Viterra announced on December 29, 2009,
that the breach had been remedied through a waiver by ABB's
Australian lending syndicate.

Viterra Inc., formerly known as Saskatchewan Wheat Pool Inc., is
headquartered in Regina, Saskatchewan, and is the largest grain
handler in Canada.  The Viterra entity was formed on May 29, 2007,
after the acquisition of Agricore United by Saskatchewan Wheat
Pool.  Viterra operates through five business segments; Grain
Handling and Marketing, Agri-Products, Agri-Food Processing,
Livestock Feed and Services, and Financial Products, but derives
the majority of their income through the Grain Handling and
Marketing and Agri-Products business segment.  Revenues were
C$6.6 billion for the 12 month period ending third-quarter
October 31, 2009.


WEST POINT: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: West Point Log Corporation
        POB 170
        West Point, VA 23181-0170

Bankruptcy Case No.: 10-30453

Chapter 11 Petition Date: January 25, 2010

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Chief Judge Douglas O. Tice Jr.

Debtor's Counsel: Robert A. Canfield, Esq.
                  Canfield, Baer, Heller & Johnston, LLP
                  2201 Libbie Ave., Suite 200
                  Richmond, VA 23230
                  Tel: (804) 673-6600
                  Fax: (804) 673-6604
                  Email: bcanfield@canfieldbaer.com

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

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

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

            http://bankrupt.com/misc/vaeb10-30453.pdf

The petition was signed by Dean L. Greer, president of the
Company.


WILLIAM CARTER: Moody's Confirms Corporate Family Rating at 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service confirmed the ratings of William Carter
Company Inc. (a wholly owned subsidiary of Carter's Inc.)
including its Corporate Family Rating at Ba2.  This rating action
concludes the review for possible downgrade initiated on Nov 10,
2009, following Carter's announcement that due to material
weakness in internal controls, previously filed financials should
no longer be relied upon.

The confirmation of Carter's ratings recognizes that Carter's has
made significant progress towards remediating the deficiencies in
its internal controls and subsequently restated prior consolidated
financial statements.  The company is now current with all public
filings and is in compliance with all covenants related to its
senior secured bank credit facility.  The extent of the
restatement adjustments is not material and the effect on credit
metrics is minimal.  Moody's believe that there are adequate
initiatives underway to remediate the remaining material weakness
and Moody's expect no further restatement adjustment on the
company's financial reports.

These ratings were confirmed:

William Carter Company

* Corporate Family Rating at Ba2
* Probability of Default Rating at Ba3
* Sr. Secured Credit Facilities at Ba2 (LGD 2, 28%)

Moody's last rating action on Carter's Inc. was on November 10,
2009, when the company's ratings were placed on review for
possible downgrade.

Headquartered in Atlanta, Georgia, The William Carter Company
(Carter's) is a leading marketer of branded apparel product for
infants and young children under the Carter's and OshKosh brands.


WM BOLTHOUSE: Moody's Assigns 'B1' Rating on Senior Secured Loan
----------------------------------------------------------------
Moody's Investors Service assigned its B1 rating to Wm. Bolthouse
Farms, Inc.'s proposed senior secured revolving credit and first
lien term loan, a rating of Caa1 to its proposed second lien term
loan and affirmed its B2 CFR.  The rating outlook was changed to
stable from negative.  The rating action follows the company's
announcement that it plans to refinance its senior credit
facilities and Holdco PIK Perpetual Preferred Stock.  The new
proposed credit facility includes $65 million 1st lien Revolving
Credit Facility; $500 million 1st lien Term Loan; $225 million 2nd
Lien Term Loan.

Moody's change in outlook was prompted by i) improvement in
covenant cushion under a new credit facility, alleviating short-
term liquidity concerns; ii) extending the upcoming maturity of
the existing revolver into 2015 and term loans into 2016; iii) an
improving trend in Bolthouse's operating results combined with
lower future after-tax interest costs as a result of refinancing;
and iv) improved cushion which allows for reinvestment in
operations and more marketing spend to promote growth.

While the new capital structure results in a higher funded debt
and leverage in the near-term, Moody's views the refinancing
transaction as making strategic sense and benefiting company's
ability to reduce its leverage in the long run.

Proposed senior secured credit facility:

* $65 million 1st lien Revolver B1 (LGD3, 36%)
* $500 million 1st lien Term Loan B1 (LGD3, 36%)
* $225 million 2nd Lien Term Loan Caa1 (LGD5, 86%)

These ratings were affirmed:

* CFR B2
* PDR B2

The outlook was changed to stable from negative.

Following the closing of the new facilites as listed above, the
ratings on the prior bank facilities will be withdrawn.

Moody's most recent rating action on Bolthouse was on August 6,
2009, when Moody's upgraded the probability of default rating to
B2 from B3 and the 2nd lien term loan to Caa1 from Caa2.  The B2
CFR was affirmed.

Headquartered in Bakersfield, California, BF Bolthouse Holdco, LLC
through its operating subsidiaries including Wm.  Bolthouse Farms,
Inc, is a grower, processor and distributor of peeled and cut
carrots and carrot products, and a producer of fruit and vegetable
based beverages and salad dressings.  Revenues for the twelve
months ended September 30, 2009, were approximately $623 million.
The company is majority owned and controlled by an affiliate of
private equity firm Madison Dearborn Capital Partners IV, L.P


W.R. GRACE: Wraps Up Confirmation Hearing on Plan
-------------------------------------------------
Peg Brickley at Dow Jones Daily Bankruptcy Review reports that
W.R. Grace & Co. wrapped up final arguments over its Chapter 11
exit plan Monday with a debate over how much interest is due on
its loans when it emerges from bankruptcy.

According to DBR, Grace argues that investors who bought
$500 million in bank loans should be paid about $350 million in
interest, in addition to payment in full on the principal.  Grace
says the bank loan interest rate was determined in a series of
deals, including the multi-billion-dollar global settlement of
asbestos damage claims that cleared the way for it to get out of
Chapter 11.  The settlement allows shareholders to hang on to
their stock, which was trading for $25 per share Monday.

DBR says investors in Grace's bank debt point out the company is
healthy enough to pay the default rate of interest on loans,
honoring the bargain it entered into when it borrowed the money.
The holders of Grace bank loan, according to DBR, want nearly
$100 million more than Grace is offering, and contend Grace should
not be allowed out of bankruptcy until it pays them.  DBR relates
that lenders argue Grace's market capitalization stands as proof
the Debtor is solvent, and its Chapter 11 case is not like most
cases, which pay creditors pennies on the dollar of debt,
"especially these days," said bank attorney Ken Pasquale, Esq., at
Stroock & Stroock & Lavan.

DBR says the bank loans at issue predate Grace's April 2001
Chapter 11 filing.  DBR notes Monday's argument marked the end of
months of confirmation hearings at which Grace is seeking
permission to put its reorganization plan in place and emerge from
bankruptcy.

"The default rate is rarely applied.  It is applied in very, very
highly unusual cases," Judge Judith Fitzgerald at the U.S.
Bankruptcy Court for the District of Delaware commented at the
hearing, DBR reports.

Grace's plan provides for the establishment of a $2.9 billion
trust to cover asbestos liabilities.

David Bernick, Esq., at Kirkland & Ellis, on Grace's behalf, on
Monday said asbestos creditors and shareholders all gave up
something in the compromise that led to the Chapter 11 plan, and
that it would only be fair for bank debt holders to be on the same
footing as others.

DRB, citing court documents, relates investors in Grace's bank
debt included Avenue Capital Management, Caspian Capital Advisors,
Citigroup Inc., and J.P. Morgan Chase & Co.

                         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
wrapped up on January 25.

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)


* Epiq Systems Expanded Electronic Discovery Segment in 2009
------------------------------------------------------------
Epiq Systems, Inc., broadened its e-discovery service offerings in
2009, adding data collections, forensics, and document review
services and expanding its geographic presence to include Hong
Kong and Brussels.  The company recently launched IQ ReviewTM, a
revolutionary combination of new intelligent technology and expert
services which incorporates new prioritization technology into
DocuMatrixTM, its flagship document management platform.

The company will report in its 2009 year-end earnings release that
the electronic discovery segment's fourth quarter operating
revenue (total revenue before operating revenue from reimbursed
direct costs) represented its strongest quarter of 2009.
Preliminary fourth quarter operating revenue for the segment is
projected to be up 13% compared to the fourth quarter of 2008, and
up 26% compared to the third quarter of 2009.

As previously announced, Epiq will be hosting E-Discovery Super
Sessions at the ALM 2010 LegalTech conference. Industry thought
leaders from global law firms, the judiciary, consulting firms and
Epiq Systems will participate in panel sessions which address
issues facing law firms and corporations and propose solutions
related to document review, international e-discovery and joint
repositories. The panel sessions will be held on February 2, 2010,
in Concourse G at the Hilton New York.

Tom W. Olofson, chairman and CEO, and Christopher E. Olofson,
president and COO of Epiq Systems, stated, "We anticipate
continued increases in electronic discovery activity in 2010,
including an overall pickup in legal matters as well as an active
regulatory environment, both domestically and internationally.
Our continued investment in technology, services, and global reach
allow us to provide value-added, streamlined e-discovery solutions
for law firms and corporations."

                         About Epiq Systems

Epiq Systems is a leading global provider of integrated technology
solutions for the legal profession.


* John Hintz Joins Chadbourne & Parke's IP Group
------------------------------------------------
The international law firm of Chadbourne & Parke LLP disclosed
that John M. Hintz has joined the firm as a partner in the
intellectual property practice group of the New York Office.

Mr. Hintz, 46, comes to Chadbourne from the New York office of
Wilmer Hale.

The addition of Mr. Hintz reflects the continued expansion of
Chadbourne's IP practice in the areas of financial services,
Internet technology, and media.  He joins the recent high-profile
additions of former Goldman Sachs Chief Intellectual Property
Counsel John A. Squires, former Time Warner Inc.  Chief Patent
Counsel Chuck Fish, former Chief Patent Counsel for Credit Suisse
Securities (USA) LLP Kenneth L. Johnson and former Yahoo! Vice
President & Associate General Counsel - Global Patents Duane Valz.

"We are excited about our continued expansion of our IP practice
to meet the full service needs of our clients and the changing IP
marketplace. John provides us with additional, nationally,
recognized expertise to provide a top litigation defense team to
combat the growing problem of predatory patent assertions," said
Chadbourne Managing Partner Charles K. O'Neill.

Mr. Hintz's experience further rounds out the litigation and
counseling capabilities of the IP practice, and he will play a
pivotal role in its continued rapid growth.

"John's reputation of successfully defending non-practicing entity
patent assertions precedes him and allows us to continue to build
out our platform and model to provide a full range of IP
representation," said Walter Hanchuk, co-chair of the IP practice.

"John has most recently successfully defended and favorably
resolved patent litigation assertions against a variety of
financial services clients," said John A. Squires, co-chair of the
practice.  "Indeed, increasingly these patent assertions involve
multiple defendants, and John's talents allow us to efficiently
and effectively manage both the case and the multi-defendant
dynamic," according to Squires.

Chadbourne is currently defending clients in various IP litigation
matters in Texas and other jurisdictions

In addition to handling all aspects of patent disputes, Mr. Hintz
also has significant transactional, licensing and counseling
experience, including advising clients on the IP aspects of
mergers and acquisitions, as well as on the licensing of IP
assets.

"I am delighted to join the Chadbourne IP team," said Mr. Hintz.
"The model that John and Walter have created is unique in IP
representation and is a win-win for Chadbourne and its clients."

Mr. Hintz was formerly a partner at Wilmer Hale in the firm's
litigation/controversy department, and a member of the IP
litigation practice group.  His practice focused on all aspects of
patent disputes, and he has litigated in federal courts throughout
the country and before the International Trade Commission.
Previously, he was a partner at Fish & Neave, an IP litigation
boutique, where he worked for 16 years.

He received a J.D., with honors, from George Washington University
in 1988, where he served on Law Review and the Moot Court Board.
Mr. Hintz also graduated from Miami University, where he received
a B.S. in Paper Science and Engineering in 1985.

                  About Chadbourne & Parke LLP

Chadbourne & Parke LLP, an international law firm headquartered in
New York City, provides a full range of legal services, including
mergers and acquisitions, securities, project finance, private
funds, corporate finance, energy, communications and technology,
commercial and products liability litigation, securities
litigation and regulatory enforcement, special investigations and
litigation, intellectual property, antitrust, domestic and
international tax, insurance and reinsurance, environmental, real
estate, bankruptcy and financial restructuring, employment law and
ERISA, trusts and estates and government contract matters.  Major
geographical areas of concentration include Russia, Central and
Eastern Europe, the Middle East and Latin America.  The Firm has
offices in New York, Washington, DC, Los Angeles, Mexico City,
London (an affiliated partnership), Moscow, St. Petersburg,
Warsaw, Kyiv, Almaty, Dubai and Beijing.


* Valuation and Strategic Consulting Specialist Joins Marks Paneth
------------------------------------------------------------------
Leading New York-area accounting firm Marks Paneth & Shron LLP
(MP&S) announced today that Donald M. May, Ph.D., CPA, 49, a
valuation specialist with nearly twenty years of experience in
industry, academia and public accounting and deep expertise in
litigation and strategic consulting has joined the firm as a
director in the MP&S Litigation and Corporate Financial Advisory
Services Group.  Dr. May will be based in MP&S's Manhattan
headquarters.

Dr. May comes to MP&S from leading global consulting and
accounting firms including a Big Four firm and most recently
Experts-on-Experts LLC, a New York-based litigation support firm
where he served as Managing Partner and economic advisor to law
firm clients across various industries on valuation, lost profits,
opposing expert reports and deposition and trial preparation.
Earlier in his career, Dr. May was an Assistant Professor in the
Sloan School of Management at the Massachusetts Institute of
Technology where he published research and taught MBA and Ph.D.
level classes in economics, accounting, financial statement
analysis and statistics.

"We're delighted to welcome Donald to our practice," said Steven
L. Henning, CPA, partner-in-charge of the Litigation and Corporate
Financial Advisory Services Group at Marks Paneth & Shron.  "Don's
vast experience developing and implementing asset valuation as
well as preparing expert reports and witness testimony will bring
tremendous value to the litigation services we offer our clients.
In addition, Don's teaching background at one of the leading
business schools underscores the increasingly sophisticated needs
of our client base in this space."

Dr. May brings to MP&S his experience preparing expert reports and
expert witness testimony related to business valuation, hedge fund
valuation, lost profits, lost enterprise value, time-series
forecast models, asset and investment portfolio valuation and
statistical forecasting models and methodologies.  Dr. May also
brings to MP&S experience developing and implementing firm wide
training programs for estimating the cost of capital and valuation
techniques.

                    About Marks Paneth & Shron

Marks Paneth & Shron LLP is an accounting firm with nearly 500
people, approximately 70 of whom are partners and principals.  The
firm provides businesses with a full range of auditing,
accounting, tax, bankruptcy and restructuring services as well as
litigation and corporate financial advisory services to domestic
and international clients.  The firm also specializes in providing
tax advisory and consulting for high-net-worth individuals and
their families, as well as a wide range of services for
international, real estate, media, entertainment, nonprofit,
professional and financial services and energy clients.

The firm's subsidiary, Tailored Technologies, LLC, provides
information technology consulting services.  In addition, its
membership in JHI, the leading international association for
independent business advisers, financial consulting and accounting
firms, facilitates service delivery to clients throughout the
United States and around the world.

Marks Paneth & Shron LLP, whose origins date back to 1907, is the
32 largest accounting firm in the U.S., and the 13th largest in
the New York area.  Its headquarters are in Manhattan.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
January 27-29, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     Distressed Investing Conference, Bellagio, Las Vegas
        Contact: http://www.turnaround.org/

Feb. 21-23, 2010
  INSOL
     International Annual Regional Conference
        Madinat Jumeirah, Dubai, UAE
           Contact: 44-0-20-7929-6679 or http://www.insol.org/

April 20-22, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     Sheraton New York Hotel and Towers, New York, NY
        Contact: http://www.turnaround.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

October 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/


The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: December 6, 2009



                            *********

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 ***