TCR_Public/100128.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, January 28, 2010, Vol. 14, No. 27

                            Headlines

ABITIBIBOWATER INC: Contrarian & Aurelius Have $200MM in Claims
ACTRADE FINANCIAL: Settlement Nixed Over CEO's Alleged Pilfering
ADAM AIRCRAFT: Judge Denies Trustee Access to Medical Records
AFFILIATED MEDIA: Plan Confirmation Hearing Set for March 4
AHERN RENTALS: Moody's Upgrades Default Rating to 'Caa2/LD'

ALASKA AIR: Moody's Affirms Corporate Family Rating at 'B1'
AMERICAN ELECTRIC: Fitch Affirms 'BB+' Ratings on Junior Bonds
AMERICAN INT'L.: U.S. Opens Probe into Payout to Partners
ARMOUR RESIDENTIAL: Receives Delisting Notice From NYSE Amex
ARNEL LABRANCHE: Case Summary & 20 Largest Unsecured Creditors

ASSOCIATED MATERIALS: Unveils Exchange Offer for 9.875% Notes
AUTOBACS STRAUSS: Files Chapter 11 Plan
AVEOS FLEET: Recapitalization Plan to Cut Debt by $700 Million
AVISTAR COMMUNICATIONS: Inks Patent License Deal With Skype
AVISTAR COMMUNICATIONS: To Sell Patents to Intellectual Ventures

BILL KOLOVANI: Chapter 7 Liquidation Hearing Set for March 15
BRUNDAGE-BONE: Section 341(a) Meeting Set for Feb. 25
BRUNDAGE-BONE: Wants Epiq Bankruptcy Solutions as Claims Agent
BRUNDAGE-BONE: Taps Ballard Spahr LLP as Special Counsel
BRUNDAGE-BONE: Employs Sender & Wasserman as Bankruptcy Counsel

BUCYRUS INTERNATIONAL: S&P Assigns 'BB' Rating on $1.2 Bil. Loan
BUILDERS FIRSTSOURCE: S&P Raises Corporate Credit Rating to 'CCC+'
BWAY CORPORATION: Moody's Gives Positive Outlook; Keeps B1 Rating
BWI HOLDINGS: To Make SEC Reporting Current following Plan OK
CAPMARK FINANCIAL: 40 Debtor-Affiliates Schedules & Statements

CAPMARK FINANCIAL: Capital's Schedules & Statement
CAPMARK FINANCIAL: Sale of Premier Shares to Close Late January
CATHOLIC CHURCH: Judge Approves Fairbanks Diocese Revised Plan
CCM MERGER: Moody's Reviews 'Caa1' Corporate Family Rating
CENTRAL GARDEN: Moody's Upgrades Corporate Family Rating to 'B1'

CENVEO CORPORATION: Moody's Rates $375 Mil. Secured Notes at 'B2'
CENVEO CORP: S&P Assigns 'B' Rating on $375 Mil. Senior Notes
CHAMPION AUDI: Novela Law Assisted Qvale Auto in Acquisition
CHAMPION ENTERPRISES: S&P Withdraws 'D' Corporate Credit Rating
CHESAPEAKE HARDWOOD: Files for Chapter 11 Bankruptcy in Norfolk

CHRYSLER LLC: New Chrysler to Suspend Production at Windsor Plant
CITIGROUP INC: Unit Acquires Spansion Claim From ChipMOS
CLARENDON ALUMINA: Moody's Retains Caa1 Rating on $200 Mil. Notes
CLARIENT INC: Obtains SEC's Confidential Treatment Ruling
CONSECO INC: Completes Reinsurance Transaction

CONSTELLATION BRANDS: Moody's Puts 'Ba3' Rating on Amended Loan
CONTINENTAL AIRLINES: Posts $282-Mil. Net Loss in Full-Year 2009
CONVERSION SERVICES: Peipert Resigns as EVP and Operations Head
CORUS BANKSHARES: Franklin Resources Dumps Equity Stake
DAYSTAR TECHNOLOGIES: Receives NASDAQ Delisting Notice

DBSD NORTH: Accuses Dish of Bad Faith In Bankruptcy Appeal
DEX ONE: Moody's Assigns Corporate Family Rating at 'B1'
DIGICEL GROUP: Haiti Catastrophe Won't Affect Moody's 'B1' Rating
DRAGON PHARMA: CEO Wants to Take Company Private, Buy All Shares
DE LA MANCHA: Case Summary & 18 Largest Unsecured Creditors

ERICKSON RETIREMENT: Bank Lenders Assert Lien on Deposits
ERNIE LEE JACOBSEN: Files Schedules of Assets and Liabilities
ERNIE LEE JACOBSEN: U.S. Trustee Forms 3-Member Creditors Panel
FAIRPOINT COMMS: Mediation With MPUC on Rebate Commences
FAIRPOINT COMMS: Pulkkinen's Plea to Continue Action Denied

FAIRPOINT COMMS: Schedules & Statements Due January 29
FEDERAL-MOGUL: Deadline to Object to Claims Moved to June 27
FEDERAL-MOGUL: FMC & USW Agree to Revised Pact for Van Wert Unit
FEDERAL-MOGUL: To Hold Call on 2009 Results on Feb. 23
FILENE'S BASEMENT: Plan Confirmed; To Begin Initial Distribution

FONTAINEBLEAU LV: Court OKs Kasowitz's $1.3MM in Fees
FONTAINEBLEAU LV: DWI Holdings Wants to Sell Inventory
FULTON HOMES: Reorganization Plan Faces Opposition from Bank Group
GENERAL GROWTH: 49 Debtors Emerge, Plan Declared Effective
GENERAL GROWTH: Wins Nod for Settlement With Downrite Engineering

GENERAL MOTORS: APS Services Incurs $11.8MM in Fees for Sept-Nov
GENERAL MOTORS: Fee Examiner Gets Nod to Hire G&K as Counsel
GENERAL MOTORS: Old GM Presents Dispute Resolution Protocol
GENERAL MOTORS: Seeking Concessions From Ex-Delphi Workers
GREEKTOWN HOLDINGS: Bankruptcy Court Confirms Noteholder Plan

GREEKTOWN HOLDINGS: Noteholders Reveal Members of New Board
GREEKTOWN HOLDINGS: Wells Fargo Takes Over As Agent for DIP Loans
GENESIS PROPERTIES: Voluntary Chapter 11 Case Summary
HARBORWALK LP: Files for Chapter 11 in Houston
IMPERIAL INDUSTRIES: Nasdaq Suspends Trading Effective Jan. 27

IMPLANT SCIENCES: Bags $6 Million Contract with Indian Government
INTERPUBLIC GROUP: Moody's Retains 'Ba3' Corporate Family Rating
JETBLUE AIRWAYS: Moody's Raises Corporate Family Ratings to 'Caa1'
JIM ST RAYMOND: Files for Chapter 7 Bankruptcy in New Orleans
JOSEPH CHARLES LOOMIS: Voluntary Chapter 11 Case Summary

LODGIAN INC: Key Colony Disclose Ownership of 13.9% of Stock
LIBBEY GLASS: Moody's Assigns 'B2' Rating on $400 Mil. Notes
LITHIUM TECHNOLOGY: Inks Contract with PlanetSolar to Test Battery
LODGIAN INC: Oaktree Capital Discloses Ownership of 12.9% of Stock
LYONDELL CHEMICAL: Proposes to Expand McKinsey Services

MANITOWOC COMPANY: Moody's Affirms 'B2' Corporate Family Rating
MCCLATCHY CO: Posts $25.8 Million Net Income in Q4 2009
MCCLATCHY CO: Lenders Consent to Loan Amendments
MCCLATCHY CO: Seeks to Sell $875 Million Senior Notes Due 2017
MORIN BRICK: Court Converts Reorganization Case to Chapter 7

MORRIS PUBLISHING: Hires Kurtzman Carson as Claims Agent
MORRIS PUBLISHING: Schedules Filing Deadline Extended by 45 Days
MORRIS PUBLISHING: Taps CRG Partners as Financial Advisor
MORRIS PUBLISHING: Taps Neal Gerber as Gen. Reorganization Counsel
MORRIS PUBLISHING: Wants James Wilson as Bankruptcy Counsel

MOVIE GALLERY: Bankruptcy Filing "As Soon As Next Week"
MUSCLE IMPROVEMENT: Case Summary & 20 Largest Unsecured Creditors
NAVISTAR INTERNATIONAL: S&P Gives Stable Outlook; Keeps BB- Rating
NORTHAMPTON GENERATING: Won't Fully Meet Debt Payments, Fitch Says
N.Y. RACING: Facing $37,000 Daily Fine for Environmental Offenses

OSCIENT PHARMA: Guardian II Can Use Cash Collateral Until March 1
OSCIENT PHARMACEUTICALS: Has Until February 10 to Propose a Plan
PARADISE PALMS: Amends Schedules of Assets and liabilities
PENN TRAFFIC: Files Schedules of Assets and Liabilities
PENN TRAFFIC: Price Chopper Wants 3% Breakup Fee

PERRY COUNTY: Case Summary & 3 Largest Unsecured Creditors
PHILADELPHIA NEWSPAPERS: Heats Up Rule 2019 Debate
PINE GARDENS-MINER: Case Summary & 20 Largest Unsecured Creditors
PLAYER WIRE: Executor Authorized to File Chapter 11 Petition
PLAYER WIRE: Plan Satisfied "Best Interest of Creditors Test"

PROTECTION ONE: Plans to Sell Assets to Maximize Share Value
QHB HOLDINGS: Court Confirms Prepackaged Plan of Reorganization
QHB HOLDINGS: Court Sets February 28 as Claims Bar Date
QUESTEX MEDIA: Plan Filing Exclusivity Extended to May 3
READER'S DIGEST: Gets Nod to Issue Notes to Refinance Exit Loans

READER'S DIGEST: S&P Assigns 'B' Rating on $525 Mil. Senior Notes
REVERE BEACH: Voluntary Chapter 11 Case Summary
RIDGEVIEW HEIGHTS: Files Schedules of Assets and Liabilities
RIVER ROAD: No Relief for Contractor Seeking $7M in Hotel Ch. 11
ROPER BROTHERS: Lester Group Acquires Taylor Brothers

ROSITA GRAVEL: Case Summary & 20 Largest Unsecured Creditors
ROTHSTEIN ROSENFELDT: Scott Rothstein Fails to Block Photos Sale
RUMSEY LAND: Files Schedules of Assets & Liabilities
RUMSEY LAND: Gets Court OK to Hire Kutner Miller as Bankr. Counsel
RUMSEY LAND: Section 341(a) Meeting Scheduled for February 18

SANFORD HOROWITZ: Gets Court OK to Sell Pacific Class Sailboat
SENSATA TECHNOLOGIES: Posts $27 Million Full Year 2009 Net Loss
SEVEN ARTS: Has Until March 22 to File Form 20-F
SHERWOOD FARMS: Files Amended List of Largest Unsecured Creditors
SHERWOOD FARMS: Section 341(a) Meeting Scheduled for February 22

SOUTHEAST BANKING: Plan Effective Date Deadline Now April 30
SOUTHEAST TELEPHONE: Chapter 11 Plan Due February 25
SPANSION INC: Committee Wants to Depose on Japan Negotiations
SPANSION INC: Gets Nod for Deal With Aehr Test Systems
SPANSION INC: Proposes Settlement With Samsung

SPANSION INC: Wants Tessera Claim Estimated at Under $1 Mil.
STARCO VENTURES: Section 341(a) Meeting Reset for February 25
STARPOINTE ADERRA: Files Schedules of Assets and Liabilities
STATION CASINOS: Committee Request for Sierra as Expert Denied
STATION CASINOS: Proposes to Hike DIP Financing to $185 Million

STATION CASINOS: Resolves Independent Lenders Plea for Examiner
STEVEN FLEISHER: Case Summary & 20 Largest Unsecured Creditors
STONE ENERGY: Receives Consents From Senior Note Holders
SYNCORA HOLDINGS: No Action Taken at Preferreds Holders' Meeting
TAMARON PROPERTIES: Case Summary & 1 Largest Unsecured Creditor

TERREL REID: Asks for Feb. 26 Schedules Filing Deadline
TERREL REID: Section 341(a) Meeting Scheduled for February 12
TERREL REID: Wants to Hire Angstman Johnson as Lead Counsel
TIEGS FAMILY: Taps Bettencourt Cliff to Handle in Chapter 11 Case
TOPS HOLDING: Moody's Reviews 'B3' Corporate Family Rating

TRIBUNE CO: Union Opposes $45.6 Million in Management Bonuses
TROPICANA ENT: Indiana & Nev. Gaming Boards OK Gaming Licenses
TRIBUNE CO: Court Approves Payment of $45 Million in Bonuses
TROPICANA ENT: NJ Debtors Cash Collateral Period Moved to Feb. 28
TROPICANA ENT: NJ Debtors Get March 25 Plan Filing Extension

TROPICANA ENT: NJCC Extends Adamar Sale Deadline Thru June 2010
TXCO RESOURCES: Chapter 11 Plan Gets Verbal Approval
UNO RESTAURANT: Asks Court for 30-Day Schedules Filing Extension
UNO RESTAURANT: Taps Kurtzman Carson as Claims Agent
US TELEPACIFIC: S&P Puts 'CCC+' Rating on CreditWatch Positive

US TELEPACIFIC: Moody's Assigns 'B2' Rating on New Senior Loan
UTGR INC: Twin River Racino Headed for Confirmation Hearing
WEST FELICIANA: Files List of 20 Largest Unsecured Creditors
WEST FELICIANA: Section 341(a) Meeting Scheduled for February 26
WEST FELICIANA: Taps Gordon Arata as Bankruptcy Counsel

WM BOLTHOUSE: S&P Affirms Corporate Credit Rating at 'B'
WILLIAM DEMARIA: Case Summary & 20 Largest Unsecured Creditors
WOODCREST CLUB: U.S. Trustee Appoints 3-Member Creditors Panel

* Bankruptcy Firms "Scramble for Crumbs" Amid Decline in Filings
* JPMorgan Expects Newspapers to Beat December Revenue Estimates

* Bass, Berry & Sims PLC Expands, Adds 7 Members & 10 Associates
* Huron Consulting Group Adds Restructuring & Turnaround Experts
* Bridge Associates Relocates Its Dallas Office
* Donlin Recano Hires Michael Emrich, Esq., as Director

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


                            *********

ABITIBIBOWATER INC: Contrarian & Aurelius Have $200MM in Claims
---------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure, Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware, discloses that his firm represents these
institutions solely with respect to their managed fund entities'
claims based upon beneficial ownership of the $600 million 7.95%
Notes due November 2011 issued by Bowater Canada Finance
Corporation:

  * Aurelius Capital Management, LP, on behalf of its managed
    fund entities

  * Contrarian Capital Management LLC

The 2011 Notes are guaranteed by BCFC's parent company, Bowater
Incorporated.  Aurelius and Contrarian collectively hold
approximately $200 million in aggregate face amount of the 2011
Notes.  Aurelius holds $144,437,000 in principal amount of the
2011 Notes, while Contrarian holds $55,580,000, according to Mr.
Meloro.

Greenberg Traurig does not hold any equity interest in, and does
not possess any claims against, the Debtors in their Chapter 11
cases, Mr. Meloro assures the Court.

                     About AbitibiBowater Inc.

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

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

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

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

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



ACTRADE FINANCIAL: Settlement Nixed Over CEO's Alleged Pilfering
----------------------------------------------------------------
A federal judge has affirmed a bankruptcy court's rejection of a
securities class action settlement involving Actrade Financial
Technologies Ltd. in light of new allegations that the Company's
former CEO looted $31.6 million in previously hidden funds,
according to Law360.

Actrade Financial, through its subsidiaries, provided payment
technology solutions that automate financial processes and enhance
business-to-business commerce relationships.  It filed for
Chapter 11 on December 12, 2002 (Bankr. S.D.N.Y. Case No. 02-
16212).  It obtained confirmation of its plan of liquidation on
January 7, 2004.


ADAM AIRCRAFT: Judge Denies Trustee Access to Medical Records
-------------------------------------------------------------
WestLaw reports that the former officer and director of a
corporate Chapter 7 debtor, against whom the trustee had brought a
fraudulent transfer avoidance proceeding to recover "key man"
policies which the debtor had initially purchased on his life, but
subsequently transferred to the officer and director upon
termination of his relationship with the company, did not waive
his right to privacy in personal medical records which trustee
sought to discover in aid of his valuation of these "key" man
policies, simply by asserting, by way of defense to the trustee's
constructive fraudulent transfer claims, that the policies had no
value.  The mere fact that the former officer and director, by
virtue of this defense, may have placed the policies' "value" into
question did not mean that he had placed his underlying physical
health at issue and did not prevent him from obtaining a
protective order in order to safeguard his right to privacy in his
medical records and health information.  In re Adam Aircraft
Industries, Inc., --- B.R. ----, 2009 WL 5064126 (Bankr. D. Colo.)
(Romero, J.).

                      About Adam Aircraft

Denver, Colorado-based Adam Aircraft Inc., aka Adam Aircraft
Industries -- http://www.adamaircraft.com/-- designs and
manufactures advanced aircraft for civil and government markets.
The A500 twin-engine piston aircraft has been Type Certified by
the FAA, and the A700, which is currently undergoing flight test
and development.

The Debtor filed for Chapter 7 bankruptcy (Bankr. D. Colo. Case
No. 08-11751) on Feb. 15, 2008, after failing to secure fresh
financing.  The Debtor laid off 800 workers when it sought
bankruptcy protection.  The Debtor estimated its had less than
$10 million in assets and more than $50 million in debts at the
time of the filing.  Jeffrey A. Weinman serves as the Chapter 7
Trustee.


AFFILIATED MEDIA: Plan Confirmation Hearing Set for March 4
-----------------------------------------------------------
Affiliated Media Inc. will present its reorganization plan and
disclosure statement for approval at a combined hearing on
March 4.

Creditors voted for the plan before the Chapter 11 filing.

According to Bloomberg News, under the Plan, senior secured
lenders are expected to recover between 29.4% and 35.5% from
receiving new debt and 88% of the equity.  The plan reduces
Affiliated's debt to $179 million from $930 million.

                       About Affiliated Media

Affiliated Media Inc. is the holding company of MediaNews Group
Inc., which owns 54 daily newspapers including the Denver Post and
the San Jose Mercury News, along with television and radio
broadcasters.

Affiliated Media, Inc., filed for Chapter 11 on Jan. 22, 2010
(Bankr. D. Del. Case No. 10-10202).  The bankruptcy petition says
that assets are $100,000,001 to $500,000,000 while debts total
$500,000,001 to $1,000,000,000.

The Company is employing (i) the law firm of Hughes Hubbard & Reed
LLP as general bankruptcy counsel, (ii) the law firm of Morris,
Nichols, Arsht & Tunnell LLP as co- bankruptcy counsel, (iii) Carl
Marks Advisory Group LLC as restructuring advisor, (iv) Rothschild
Inc. as financial advisor for the Corporation, (v) Epiq Bankruptcy
Solutions, LLC as claims, noticing and balloting agent, (vi) the
law firm of Wilkinson Barker Knauer, LLP as special FCC counsel,
and (vii) Sitrick and Company Inc. as communications consultant.


AHERN RENTALS: Moody's Upgrades Default Rating to 'Caa2/LD'
-----------------------------------------------------------
Moody's Investors Service upgraded Ahern Rentals, Inc.,
probability of default rating to Caa2/LD from Caa3, the
$237 million August 2013 9.25% second lien notes rating to Caa3
from Ca, and the speculative grade liquidity rating to SGL-3 from
SGL-4.  The corporate family rating of Caa2 remains unaffected but
the rating outlook has changed to stable from negative.  The
rating action follows the January 8, 2010 completion of Ahern's
partial debt exchange and new first lien last out term loan
transaction.  Moody's considers the transaction to have been a
limited default due to the discount from face value at which the
participating second lien notes converted to FLLO debt.  The "LD"
designation will be removed from the probability of default rating
after several days.

The Caa2 probability of default and corporate family ratings
reflect commercial construction market softness which is expected
to persist at least into 2011 combined with high financial
leverage and increased interest expense from the exchange
transaction.  Furthermore, the rating acknowledges that the
liquidity profile could weaken in coming months as Ahern's August
2011 asset-based first lien revolver, which had $268 million drawn
as of November 2009, becomes a near-term liability.  Ahern's
prospects for refinancing the 2011 expiry could be challenging due
to the commercial construction market outlook and Ahern's high
leverage (6.7x as of September 30, 2009 Moody's adjusted basis).
The Caa2 underscores sustained default risk despite some near-term
liquidity profile improvements.

The upgrade in the speculative grade liquidity profile to SGL-3
from SGL-4 and outlook stabilization follows increased borrowing
availability from the exchange transaction, lower potential for a
near-term covenant breach and a new first lien facility covenant
that will limit Ahern's capital spending amounts.  Following the
transaction and the amended first lien credit facility, new cash
paid down the revolver by about $48 million and borrowing
availability increased to $41 million from $25 million-- with
$27 million of potential borrowing base collateral in excess of
the revolver commitment level.  The lower revolver borrowing level
reduced the likelihood that the facility's availability level
would decline below $25 million and thereby activate challenging
financial ratio tests.  As well, the amended credit facility will
limit the company's net capital spending to $9 million over the
first half of 2010 with spending thereafter governed by prior
quarter fleet utilization levels.  Assuming that the recent
stabilization of used equipment prices holds, the potential for a
near-term financial ratio breach has likely moderated.

Ratings changed:

* Probability of default to Caa2/LD from Caa3

* $237 million 9.25% second priority global notes due August 2013
  to Caa3 LGD5, 81% from Ca LGD4, 54%

* Speculative grade liquidity to SGL-3 from SGL-4

Ratings affirmed:

* Corporate family Caa2

Moody's last rating action on Ahern occurred December 14, 2009,
when the probability of default rating was downgraded to Caa3 from
Caa2.

Ahern Rentals, Inc., headquartered in Las Vegas, NV, is a regional
equipment supplier with 67 branches predominately in the Southwest
region of the United States.  The company specializes in high
reach equipment.  For the twelve months ended September 2009 Ahern
generated revenues of $303 million.


ALASKA AIR: Moody's Affirms Corporate Family Rating at 'B1'
-----------------------------------------------------------
Moody's Investors Service affirmed its debt ratings of Alaska Air
Group, Inc.; Corporate Family and Equipment Trust Certificates,
each at B1, and changed the outlook to stable from negative.
Moody's also assigned a Speculative Grade Liquidity rating of SGL-
2.

"The revised stable outlook reflects Alaska Air's good liquidity
and improving airline operating metrics and credit metrics," said
Moody's Senior Analyst, Jonathan Root.  Alaska Air currently
reports the highest yields compared to its U.S. peers.  The SGL-2
speculative grade liquidity rating reflects Alaska Air's good
liquidity, with unrestricted cash above $1.0 billion and the
expectation of positive free cash flow generation over the near
term.

The B1 Corporate Family rating considers Alaska Air's leading
market position on many parts of its route network, particularly
in the Pacific Northwest and intra-Alaska and routes to and from
Alaska, which supports its strong yields.  With good cost control,
credit metrics have also improved to sector-leading levels that
are consistent with the single-B rating category.  However, Alaska
Air's comparatively smaller size among airlines, challenge of
profitably growing non-Alaska routes and high unit costs that
require it to maintain a yield premium balance the ratings.
Payments by Alaska Airlines, Inc, the primary operating
subsidiary, under leveraged leases, fund the debt service
obligations of the ETC's.

The stable outlook reflects Moody's belief that Alaska should
sustain credit metrics at levels that support the B1 rating as it
pursues modest growth of its route network.  The benefits of its
strong market position on its core routes should help mitigate
potential yield pressure on more competitive routes outside of its
core network.

The outlook could be changed to positive if Alaska Air can
continue to effectively control unit costs while maintaining its
yield premium to generate the cash flow required to reduce debt.
Achieving debt to EBITDA below 5.0 times, FFO + Interest to
Interest greater than 3.5 times or EBIT to Interest greater than
2.0 times, while continuing to generate positive free cash flow,
could result in a higher rating.  The inability to sustain yields
at levels that assure coverage of its higher unit costs or
unrestricted cash that declines towards $800 million could result
in a change in the outlook to negative.  Credit metrics that could
result in a rating downgrade are debt to EBITDA sustained above
7.0 times, FFO + Interest to Interest below 2.5 times or Retained
Cash Flow to Debt below 10%.

The last rating action for Alaska occurred on May 14, 2008, when
Moody's affirmed the corporate family rating and changed the
outlook to negative.

Assignments:

Issuer: Alaska Airlines Inc.

  -- Speculative Grade Liquidity Rating, Assigned SGL-2

Outlook Actions:

Issuer: Alaska Air Group, Inc.

  -- Outlook, Changed To Stable From Negative

Issuer: Alaska Airlines Inc.

  -- Outlook, Changed To Stable From Negative

Alaska Air Group, headquartered in Seattle, Washington, is a
holding company for two U.S. passenger airlines, Alaska Airlines
Inc. and Horizon Air Industries, Inc.


AMERICAN ELECTRIC: Fitch Affirms 'BB+' Ratings on Junior Bonds
--------------------------------------------------------------
Fitch Ratings has affirmed the ratings for American Electric Power
Co.:

  -- Issuer Default Rating at 'BBB';
  -- Senior Unsecured Debt at 'BBB';
  -- Junior Subordinated Debentures at 'BB+';
  -- Short-term IDR at 'F2';
  -- Commercial Paper at 'F2'.

Approximately $1 billion of AEP parent debt is affected by the
action.  The Rating Outlook for AEP is Stable.

AEP's ratings are supported by the company's ownership of nine
electric utility subsidiaries that provide some cash flow
diversity and operate in generally balanced regulatory
environments.  In addition, Fitch recognizes financial actions
taken by management, particularly the significant reduction of
capital spending in 2009 and planned capex in 2010 as well as the
$1.64 billion equity offering in April 2009, which preserved cash
flow and liquidity at the company in a challenging economic
environment.  As a result, AEP's consolidated credit metrics
continue to be consistent with utility parent peers in the 'BBB'
rating category with the ratio of EBITDA to interest at 4.2 times
and funds flow interest coverage at 4.2x for the 12-month period
ended Sept. 30, 2009.  Debt leverage, as measured by the ratio of
debt to total capitalization, was 55.3% for the same time period.
Fitch projects that credit metrics will remain at or near the
current levels over the next two years, assuming reasonable
outcomes in pending rate cases and recovery of recent ice storm
related costs.  AEP owns more than 25,000 MW of coal-fired
generation, which exposes the company to future multi-pollutant
emissions and carbon laws.  Favorably, approximately 42% of total
coal units are in Ohio, which benefits from legislation that
specifically provides electric utilities with the ability to
recover carbon related environmental investments.

Primary rating concerns mainly relate to AEP's exposure to
potential emissions regulations or legislation given the company's
large coal-fired generation fleet, as well as weak economies in
several service territories, particularly Ohio, Michigan and
Kentucky.  In addition, AEP faces some regulatory uncertainty
relating to the end of the current electric security plans for the
Ohio utilities (Ohio Power Co.: IDR 'BBB' with a Stable Outlook;
and Columbus Southern Power Co.: IDR 'BBB+' with a Stable Outlook)
in 2011 and other regulatory proceedings.  In the near-term,
Public Utilities Commission of Ohio has yet to determine the
methodology for the Significantly Excess Earnings Test, which
requires the PUCO to determine if rate adjustments included in the
ESP resulted in significantly excessive earnings.  An adverse
ruling from the PUCO regarding earnings at the Ohio companies
could place pressure on the ratings of OPC, CSP as well as AEP and
its other operating companies.

While AEP has announced reductions in capital spending for 2010,
Fitch notes that capex budgets remain relatively high compared to
historical levels, with $2 billion forecasted in 2010 and 2011.
The largest components of capex include: investments in
distribution and transmission, environmental compliance costs and
new generation.  AEP is actively involved in several electric
transmission investment initiatives, including pursuing
opportunities in Texas, as well as areas in the Southwest, Midwest
and East Coast.  Additionally, AEP was selected to receive funding
from the U.S. Department of Energy through the Clean Coal Power
Initiative Round 3 to pay part of the costs of installing a
commercial-scale carbon dioxide capture and storage system on its
Mountaineer coal-fired power plant in West Virginia.  AEP has also
received DOE funds for an $87 million investment in gridSMART
technology.

Due to the equity issuance and reductions in capital spending, AEP
has been able to maintain a sufficient short-term liquidity
position, with approximately $3.6 billion of net available
liquidity as of Sept. 30, 2009, including more than $870 million
of cash on hand.  Parent-only debt is relatively modest and parent
debt maturities over the next five years are minimal, including
$490 million in 2010 and $243 million in 2015.  Fitch expects
maturing debt to be funded through a mix of subsidiary dividends
using internal cash generation and external refinancings.

On Dec. 23, 2009, the Cook nuclear plant Unit 1 reached full power
after completing testing and monitoring of the restored turbine
generator system and was re-connected to the transmission grid,
which mitigated Fitch's related concerns.  The 1,030 MW unit has
been out of service since September 2008 when turbine vibrations
damaged the turbine generator, support structure and associated
systems.  Repair of the property damage and replacement of the
turbine rotors and other equipment could cost up to approximately
$330 million.  Management believes that the company should recover
a significant portion of these costs through the turbine vendor's
warranty, insurance and regulatory mechanisms.  In another
favorable development, the Arkansas Pollution Control and Ecology
Commission recently affirmed the air permit for the Turk coal
unit, which was under appeal by plant opponents in June 2009.  The
650 MW plant is scheduled to come into commercial operation in
October 2012.

AEP is one of the largest electric utilities in the United States,
owning approximately 39,000 MW of generating capacity, primarily
coal and natural-gas fired, and approximately 39,000 miles of
electric transmission infrastructure.  AEP delivers electricity to
more than five million customers in 11 states, including Ohio,
Indiana, West Virginia, Virginia, Kentucky, Michigan, Oklahoma,
Texas, Louisiana and Arkansas.  AEP also has a barging operation,
AEP River Operations LLC, that transports approximately 35 million
tons of coal and dry bulk commodities primarily on the Ohio,
Illinois and lower Mississippi Rivers.


AMERICAN INT'L.: U.S. Opens Probe into Payout to Partners
---------------------------------------------------------
ABI reports that a U.S. government investigator 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.

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.


ARMOUR RESIDENTIAL: Receives Delisting Notice From NYSE Amex
------------------------------------------------------------
ARMOUR Residential REIT, Inc., received notice from the Staff of
the NYSE Amex, LLC on January 22, 2010 that the Exchange has
determined to proceed with delisting the Company's common stock
and warrants.  After careful consideration, the Company has
determined not to appeal this determination.

As previously announced, on December 7, 2009, the Company received
notice from the Staff of the NYSE Amex, LLC indicating that the
Company no longer complied with the Exchange's continued listing
standards due to the fact that the Company's current market
capitalization is below $50,000,000 and the Company does not
currently have at least 400 public shareholders, as required by
Sections 101(c)(2), 101(d)(1) and 102(a) of the NYSE Amex Company
Guide, and that its securities were, therefore, subject to being
delisted from the Exchange.  On December 10, 2009, the Company
appealed this determination and requested a hearing before a
committee of the NYSE Amex.  On January 19, 2010, the NYSE Amex's
Listing Qualifications Panel of the Committee on Securities held a
hearing to consider the written and oral submissions made by the
Company and the Staff.  On January 22, 2010, the Company received
notice that the NYSE Amex has determined to proceed with delisting
the Company's common stock and warrants from listing and
registration on the Exchange.

As also previously announced, the Company has commenced a listings
application process for its securities to be listed on The Nasdaq
Stock Market.  There can be no assurance that the Company's
securities will be approved for listing on The Nasdaq Stock Market
upon its delisting from NYSE Amex.  In such event, the Company's
common stock and warrants will be traded on the over-the-counter
market and quoted on the OTC Bulletin Board upon delisting from
the NYSE Amex.  The Company notes that there can be no assurance
that any broker-dealer will be willing to act as a market maker in
the Company's securities or that, if such quotations begin, they
will continue for any length of time.

                  ARMOUR Residential REIT, Inc.

ARMOUR is a Maryland corporation focused on investing in
residential mortgage-backed securities.  ARMOUR is externally
managed and advised by ARRM.  ARMOUR intends to elect and qualify
to be taxed as a real estate investment trust for U.S. federal
income tax purposes, commencing with ARMOUR's taxable year ending
December 31, 2009.


ARNEL LABRANCHE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Arnel P. Labranche
          dba Metro PCS & Wireless
        722 Hyde Park Avenue
        Roslindale, MA 02131

Bankruptcy Case No.: 10-10666

Chapter 11 Petition Date: January 26, 2010

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

Judge: Henry J. Boroff

Debtor's Counsel: Robert Osol, Esq.
                  Melia & Osol
                  16 Harvard Street
                  Worcester, MA 01609
                  Tel: (508) 753-5552
                  Fax: (508) 798-4040
                  Email: rosol@melia-osol.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 $1,811,374,
and total debts of $3,546,955.

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/mab10-10666.pdf

The petition was signed by Mr. Labranche.


ASSOCIATED MATERIALS: Unveils Exchange Offer for 9.875% Notes
-------------------------------------------------------------
Associated Materials, LLC, and its wholly owned subsidiary,
Associated Materials Finance, Inc., have commenced an offer to
exchange any and all of their outstanding privately placed
$200 million aggregate principal amount of 9.875% Senior Secured
Second Lien Notes due 2016 for newly registered 9.875% Senior
Secured Second Lien Notes due 2016.

The New Notes are substantially identical to the Initial Notes,
except that they have been registered under the Securities Act of
1933, will have no transfer restrictions under the federal
securities laws, will not have registration rights and will not
have rights to additional interest.  Initial Notes that are not
exchanged will continue to be subject to the existing transfer
restrictions under the federal securities laws and Associated and
Associated Finance will have no further obligation to provide for
the registration of such notes except under certain limited
circumstances.

The exchange offer will expire at 5:00 p.m., New York City time,
on February 24, 2010, unless extended by Associated.  Valid
tenders of the Initial Notes must be made, and may be withdrawn at
any time, before the exchange offer expires.

The terms of the exchange offer and other information relating to
Associated and Associated Finance are set forth in a prospectus
dated January 26, 2010.  Documents describing the terms of the
exchange offer, including the prospectus and transmittal materials
for making tenders, may be obtained from the exchange agent,
Deutsche Bank Trust Company Americas, by mail at DB Services
Tennessee, Inc., Reorganization Unit, P.O. Box 305050, Nashville,
TN 37230 or by overnight mail or Courier at DB Services Tennessee,
Inc., Trust and Securities Services, Reorganization Unit, 648
Grassmere Park Road, Nashville, TN 37211, telephone: (800) 735-
7777, facsimile:  (615) 866-3889, email: DB.Reorg@db.com.

                   About Associated Materials

Based in Cuyahoga Falls, Ohio, Associated Materials LLC fka
Associated Materials Inc. -- http://www.associatedmaterials.com/
-- is a manufacturer of exterior residential building products,
which are distributed through company-owned distribution centers
and independent distributors across North America.  AMI produces a
broad range of vinyl windows, vinyl siding, aluminum trim coil,
aluminum and steel siding and accessories, as well as vinyl
fencing and railing.  AMI is a privately held, wholly owned
subsidiary of Associated Materials Holdings Inc., which is a
wholly-owned subsidiary of AMH, which is a wholly owned subsidiary
of AMH II, which is controlled by affiliates of Investcorp S.A.
and Harvest Partners Inc.

At October 3, 2009, the Company's consolidated balance sheets
showed $825.4 million in total assets, $213.5 million in total
current liabilities, $46.8 million in deferred income taxes,
$58.8 million in other liabilities, and $208.5 million in long-
term debt.  Member's equity at October 3, 2009, was
$297.8 million.

                          *     *     *

In June 18, 2009, Standard & Poor's Ratings Services affirmed its
'CCC+' corporate credit ratings and negative outlook on AMH
Holdings Inc. and Associated Materials Inc.  S&P says the ratings
and outlook on AMH Holdings and AMI incorporate a highly leveraged
financial profile and a significant increase in cash interest
expense starting September 2009.


AUTOBACS STRAUSS: Files Chapter 11 Plan
---------------------------------------
Bill Rochelle at Bloomberg News reports that Autobacs Strauss,
Inc., doing business as Strauss Discount Auto, has filed a
reorganization plan that would give ownership to GRL Capital
Advisors LLC once general unsecured creditors have been paid 45%
of claims estimated to be $15.2 million.

According to the report, the Plan provides that unsecured
creditors will have notes allowing them to be paid 53.25% within
two years of plan confirmation from a portion of cash flow.  If
distributions are less within two years, then the notes increase
so creditors would receive as much as 65% from cash flow.  In
addition, unsecured creditors will receive most of the proceeds
from a pending lawsuit against the parent company, Japan's
Autobacs Seven Co.  A portion of lawsuit recoveries would be
applied against the notes.  The Company itself can receive a
portion of lawsuit recoveries from the parent.  The Plan provides
that avoidance actions against creditors will be waived.

According to Mr. Rochelle, the treatment of the parent under the
Plan depends on the outcome of the lawsuit.  If the creditors have
their way, the parent, which has a claim for $44 million, will see
its claim subordinated.

The Company has obtained a March 25 extension of its exclusive
right to solicit acceptances of a reorganization plan.

The Company allowed the exclusive right to file a plan to lapse.
The Plan was worked out with the creditors' committee.

                      About Autobacs Strauss

Headquartered in South River, New Jersey, Autobacs Strauss Inc. --
http://www.straussauto.com/-- sells after-market automotive parts
and accessories, and operate automotive service centers located in
New York, New Jersey, Philadelphia, Bethlehem and Pennsylvania.
The Company operates 86 retail store locations and has about 1,450
employees.  The Company filed for Chapter 11 protection on
February 4, 2009 (Bankr. D. Del. Case No. 09-10358).  Edward J.
Kosmowski, Esq., at Young Conaway Stargatt & Taylor, LLP,
represents the Debtor in its restructuring efforts.  As of
January 3, 2009, the Debtor had total assets of $75,000,000 and
total debts of $72,000,000.

The Chapter 11 case is Strauss's third.  The preceding Chapter 11
case ended with confirmation of a Chapter 11 plan in April 2007.
The Company was then named R&S Parts & Service Inc.


AVEOS FLEET: Recapitalization Plan to Cut Debt by $700 Million
--------------------------------------------------------------
Aveos Fleet Performance Inc. (formerly ACTS) on Wednesday said it
has reached an agreement in principle with its lenders to reduce
its outstanding debt and create an appropriate capital structure
to support the company's long-term strategic plan and business
objectives.

Under the terms of the agreement, Aveos' first and second lien
debt will be reduced from approximately $800 million to $75
million. In addition, certain of the lenders will provide a new
working capital facility of $75 million. As part of the
transaction, Aveos' lenders have agreed to convert their remaining
debt into equity and Air Canada will hold a minority stake.

"We are very pleased to have reached an agreement with our
lenders," stated Chahram Bolouri, Aveos President and CEO. "The
new capital structure combined with healthy EBITDA margins and a
reduced cost structure will lay a foundation for long term growth
and provide Aveos with the operating and financial flexibility to
support its business plans and work with customers to leverage
future growth opportunities."

"We look forward to a continued strong relationship with our
customer, Air Canada, and thank our new owners, our other
customers, employees, union, partners and suppliers for their
continued support during the recapitalization process. It
underscores their belief in the fundamentals of the company's
business and its short-term and long-term outlook" continued Mr.
Bolouri.

The closing of this transaction is expected to take place in the
first quarter and is subject to customary closing conditions.

Aeroman, the Aveos affiliate in El Salvador, will not be affected
by the restructuring.

Osler, Hoskin & Harcourt LLP and Simpson Thacher & Bartlett LLP
are acting, among others, as legal advisors and Miller Buckfire &
Co., LLC is acting as financial advisor to Aveos.

Weil, Gotshal & Manges LLP and Blake, Cassels & Graydon LLP are
acting as legal advisors and SkyWorks Capital, LLC is acting as
financial advisor to the first lien lenders.

Goodmans LLP are acting as legal advisor and RBC Capital Markets
are acting as financial advisor to the second lien lender.

                            About Aveos

Aveos Fleet Performance Inc. -- http://www.aveos.com/-- is a
full-service maintenance, repair and overhaul (MRO) provider of
airframe, engine, component and maintenance solutions.  From
maintenance facilities across Canada and in El Salvador, Aveos
provides integrated service solutions to over 100 customers, while
focusing on building a robust network of strategic alliances.


AVISTAR COMMUNICATIONS: Inks Patent License Deal With Skype
-----------------------------------------------------------
Avistar Communications Corporation on January 19, 2010, entered
into a patent license agreement with Springboard Group S.A.R.L. --
SKYPE.

Under the Agreement, Avistar granted to SKYPE for the lives of the
patents, a royalty-free, irrevocable, non-exclusive license under
certain patents to make, have made (subject to certain
limitations), use, import or export, offer to sell, sell, lease,
license, or otherwise transfer or distribute certain licensed
products.  These granted rights and license include rights for
authorized entities and end users of SKYPE to form combinations
with other products for certain authorized purposes.  As
consideration for the license, SKYPE agreed to pay Avistar
$3 million.  Avistar has the right to terminate the Agreement upon
ten days written notice to SKYPE if the agreed upon payment is not
made within the time frame agreed upon in the Agreement.  The sum
of $3 million was paid to Avistar by SKYPE on January 25, 2010.

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

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

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


AVISTAR COMMUNICATIONS: To Sell Patents to Intellectual Ventures
----------------------------------------------------------------
Avistar Communications Corporation has closed an agreement with
Intellectual Ventures Management to sell the majority of its
patents as part of a strategy to monetize its patent portfolio and
continue investment into its product business.

Highlights of the transaction are:

     -- Avistar receives an upfront payment of $11 million. This
        allows Avistar to further invest in its product strategy
        and reinforces its cash position.

     -- Avistar receives a full grant back license under the
        portfolio ensuring that its products are protected under
        these patents.

     -- Avistar is no longer adverse to the firms that it has
        previously put on notice.

Bob Kirk, chief executive officer of Avistar, said, "The
transaction with Intellectual Ventures is an important milestone
for Avistar.  The US patent market has created a challenging
environment for a company such as Avistar to effectively monetize
the full value of its portfolio.  This transaction allows us to
find the right vehicle for these patents to be represented in the
market.  It allows Avistar to focus on what we do best, that is
deliver industry leading and award-winning products to our
partners, clients and the visual communications industry.  This
also removes what has been a significant distraction for the team
and our operation in general, while providing us the capital to
more aggressively invest in our business."

According to Peter Detkin, Intellectual Ventures founder and vice
chairman, "Working with a company like Avistar allows Intellectual
Ventures to demonstrate how our business model helps innovative
companies identify new ways to monetize their patent portfolios.
Our experience doing sophisticated deals, like the one with
Avistar, not only benefits customers with complex IP needs, but it
also benefits technology companies who need access to inventions
such as the ones Avistar has created."

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

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

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


BILL KOLOVANI: Chapter 7 Liquidation Hearing Set for March 15
-------------------------------------------------------------
John Latimer at LDNews reports that the Hon. Mary D. France of the
U.S. Bankruptcy Court in the Middle District of Pennsylvania set a
March 15, 2010, hearing to decide whether to convert Bill
Kolovani's Chapter 11 case to Chapter 7 liquidation proceeding.

Mr. Kolovani may be forced to sell his Lebanon Farmers Market
building if the liquidation is approved.  Judge France set Feb.
12, 2010, to consider approval of procedures for an auction sale
of that building.  MT Bank made a $1.5 million offer for the
building and $500,000 for Mr. Kolovani's Cumberland Street
properties.

Bill Kolovani is a developer in Lebanon.


BRUNDAGE-BONE: Section 341(a) Meeting Set for Feb. 25
-----------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of
Brundage-Bone Concrete Pumping, Inc.'s creditors on February 25,
2010, at 9:00 a.m. at The Denver Place Building, 999 18th Street,
2nd Floor, South Tower, Suite 215, Denver, CO 80202.

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

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

For over 20 years, Denver-Colorado-based Brundage-Bone Concrete
Pumping, Inc. -- ods JLS Concrete Pumping, Inc.; Beton Equipco,
Inc.; Beton Insurance Company, Inc.; and Brundage-Bone Concrete
Pumping, LTD -- services California and Nevada from its corporate
headquarters in Ventura and from satellite yards in Bakersfield,
Fresno, Gardena, Lancaster, Las Vegas, Moorpark, Palm Springs,
Riverside, San Diego, San Luis Obispo, Santa Clarita, Temecula,
Thousand Oaks, and Ventura.  JLS has pumped concrete for some of
the largest projects in California.

The Company filed for Chapter 11 bankruptcy protection on
January 18, 2010 (Bankr. D. Colo. Case No. 10-10758).  The
Company's affiliate, JLS Concrete Pumping, Inc., fka JLS
Acquisition Corp., also filed separate Chapter 11 petition.

David Wadsworth, Esq., and Harvey Sender, Esq., who have offices
in Denver, Colorado, assist the Company in its restructuring
effort.  The Company has assets of $325,708,061, and total debts
of $230,277,103.


BRUNDAGE-BONE: Wants Epiq Bankruptcy Solutions as Claims Agent
--------------------------------------------------------------
Brundage-Bone Concrete Pumping, Inc., has sought permission from
the U.S. Bankruptcy Court for the District of Colorado to hire
Epiq Bankruptcy Solutions, LLC, as claims, noticing, and balloting
agent.

Epiq will, among other things:

       (i) distribute required notices to parties-in-interest,
           including, without limitation, the notice of first
           meeting of creditors;

      (ii) receive, maintain, docket, and otherwise administer the
           proofs of claims filed in these Chapter 11 cases;

     (iii) tabulate acceptances and rejections of the Debtors'
           plan of reorganization; and

      (iv) provide other administrative services that the Debtors,
           the Clerk of the Court, or the Court may require.

The Debtors request authority to compensate and reimburse Epiq in
accordance with the payment terms, procedures, and conditions set
forth in an agreement reached with Epiq for services rendered and
expenses incurred in connection with these cases.  A copy of the
agreement is available for free at:

       http://bankrupt.com/misc/BRUNDAGE_BONE_epiqpact.PDF

For over 20 years, Denver-Colorado-based Brundage-Bone Concrete
Pumping, Inc. -- ods JLS Concrete Pumping, Inc.; Beton Equipco,
Inc.; Beton Insurance Company, Inc.; and Brundage-Bone Concrete
Pumping, LTD -- services California and Nevada from its corporate
headquarters in Ventura and from satellite yards in Bakersfield,
Fresno, Gardena, Lancaster, Las Vegas, Moorpark, Palm Springs,
Riverside, San Diego, San Luis Obispo, Santa Clarita, Temecula,
Thousand Oaks, and Ventura.  JLS has pumped concrete for some of
the largest projects in California.

The Company filed for Chapter 11 bankruptcy protection on
January 18, 2010 (Bankr. D. Colo. Case No. 10-10758).  The
Company's affiliate, JLS Concrete Pumping, Inc., fka JLS
Acquisition Corp., also filed separate Chapter 11 petition.

David Wadsworth, Esq., and Harvey Sender, Esq., who have offices
in Denver, Colorado, assist the Company in its restructuring
effort.  The Company has assets of $325,708,061, and total debts
of $230,277,103.


BRUNDAGE-BONE: Taps Ballard Spahr LLP as Special Counsel
--------------------------------------------------------
Brundage-Bone Concrete Pumping, Inc., sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Colorado to employ Ballard Spahr LLP as special counsel.

John L. Ruppert, a partner in Ballard Spahr, says that the firm
will assist the Debtors and the bankruptcy counsel, and continue
to represent the Debtors in connection with the legal matters, and
all matters related thereto.

According to Mr. Ruppert, Ballard Spahr will be compensated $175
to $550 per hour for the services of its attorneys and paralegals
who will work on the legal matters.

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

For over 20 years, Denver-Colorado-based Brundage-Bone Concrete
Pumping, Inc. -- ods JLS Concrete Pumping, Inc.; Beton Equipco,
Inc.; Beton Insurance Company, Inc.; and Brundage-Bone Concrete
Pumping, LTD -- services California and Nevada from its corporate
headquarters in Ventura and from satellite yards in Bakersfield,
Fresno, Gardena, Lancaster, Las Vegas, Moorpark, Palm Springs,
Riverside, San Diego, San Luis Obispo, Santa Clarita, Temecula,
Thousand Oaks, and Ventura.  JLS has pumped concrete for some of
the largest projects in California.

The Company filed for Chapter 11 bankruptcy protection on
January 18, 2010 (Bankr. D. Colo. Case No. 10-10758).  The
Company's affiliate, JLS Concrete Pumping, Inc., fka JLS
Acquisition Corp., also filed separate Chapter 11 petition.

David Wadsworth, Esq., and Harvey Sender, Esq., who have offices
in Denver, Colorado, assist the Company in its restructuring
effort.  The Company has assets of $325,708,061, and total debts
of $230,277,103.


BRUNDAGE-BONE: Employs Sender & Wasserman as Bankruptcy Counsel
---------------------------------------------------------------
Brundage-Bone Concrete Pumping, Inc., sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Colorado to employ Sender & Wasserman, P.C., as bankruptcy
counsel.

Sender & Wasserman will:

     a. prepare on behalf of the Debtors of necessary reports,
        orders and other legal papers required in these Chapter 11
        proceedings;

     b. perform legal services for the Debtors as Debtors-in-
        Possession which may become necessary; and

     c. represent the Debtors in any litigation which the Debtors
        determine is in the best interest of the estates.

The hourly rates of Sender & Wasserman's personnel are:

        Harvey Sender                 $395
        John B. Wasserman             $395
        Kenneth J. Buechler           $275
        David V. Wadsworth            $275
        David J. Warner               $185
        Matthew T. Faga               $160
        Paralegals                     $95

Harvey Sender, a shareholder in Sender & Wasserman, assures the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

For over 20 years, Denver-Colorado-based Brundage-Bone Concrete
Pumping, Inc. -- ods JLS Concrete Pumping, Inc.; Beton Equipco,
Inc.; Beton Insurance Company, Inc.; and Brundage-Bone Concrete
Pumping, LTD -- services California and Nevada from its corporate
headquarters in Ventura and from satellite yards in Bakersfield,
Fresno, Gardena, Lancaster, Las Vegas, Moorpark, Palm Springs,
Riverside, San Diego, San Luis Obispo, Santa Clarita, Temecula,
Thousand Oaks, and Ventura.  JLS has pumped concrete for some of
the largest projects in California.

The Company filed for Chapter 11 bankruptcy protection on
January 18, 2010 (Bankr. D. Colo. Case No. 10-10758).  The
Company's affiliate, JLS Concrete Pumping, Inc., fka JLS
Acquisition Corp., also filed separate Chapter 11 petition.

David Wadsworth, Esq., and Harvey Sender, Esq., who have offices
in Denver, Colorado, assist the Company in its restructuring
effort.  The Company has assets of $325,708,061, and total debts
of $230,277,103.


BUCYRUS INTERNATIONAL: S&P Assigns 'BB' Rating on $1.2 Bil. Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
Bucyrus International Inc.'s proposed $1.2 billion term loan, the
same as the corporate credit rating on the company.  The recovery
rating is '3', indicating S&P's expectation of meaningful (50%-
70%) recovery in a default scenario.

At the same time, S&P affirmed the 'BB' issue-level ratings on
Bucyrus' proposed amended and restated senior secured credit
facilities.  The '3' recovery rating on the senior secured credit
facilities, indicating S&P's expectation of meaningful (50%-70%)
recovery in a default scenario, remains unchanged.  The proposed
amended and restated senior secured credit facilities will consist
of $407.5 million secured revolving credit facilities (upsized
from $357.5 million currently) and a EUR65 million unsecured
German revolving credit facility.  The facilities are due in 2014
per the company's amendment request to extend the maturities of
the revolving credit facilities, a $392 million term loan and a
EUR73.5 million term loan, both due in 2014, as well as a new
$1.2 billion term loan C facility due 2016.  The company will use
the proceeds of the upsized revolving credit facility and term
loan C to finance a portion of the purchase of Terex Corp.'s
mining equipment business.

"The ratings on Bucyrus reflect the company's fair business risk
profile, with its leading position in the niche market for surface
and underground mining equipment manufacturing," said Standard &
Poor's credit analyst Robyn Shapiro.  Key business risks include
the company's exposure to the cyclical mining end market and
volatile commodity prices.  "The company benefits from its sizable
installed machine base, the high barriers to entry in the mining
equipment manufacturing industry, as well as the solid aftermarket
for the company's parts and services," she continued.

                           Ratings List

                    Bucyrus International Inc.

      Corp. credit rating                    BB/Positive/--

                      New Ratings Assigned

      $1.2 bil. sr. secured term loan C due 2016          BB
       Recovery rating                                    3

                         Ratings Affirmed

                    Bucyrus International Inc.

              Senior secured                       BB
               Recovery rating                     3

                             DBT GmbH

              Senior unsecured                     BB
               Recovery rating                     3


BUILDERS FIRSTSOURCE: S&P Raises Corporate Credit Rating to 'CCC+'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Dallas-based Builders FirstSource Inc., a manufacturer
and supplier of building products for new residential
construction, to 'CCC+' from 'SD'.  The outlook is positive.

In addition, S&P withdrew its 'D' issue-level and '5' recovery
ratings on the company's second-lien floating rate notes due 2012,
which were almost fully exchanged following the recapitalization
transaction.

The rating upgrade follows the conclusion of S&P's review of
Builders FirstSource's business and financial prospects after the
completion of its recapitalization transaction, which S&P had
viewed as being tantamount to default.  "The higher rating
reflects the post-recapitalization capital structure that included
a $130 million reduction in outstanding debt, higher cash
balances, and extended debt maturities," said Standard & Poor's
credit analyst Andy Sookram.  Builders FirstSource raised
approximately $180 million in cash proceeds from its common stock
rights offering in January 2010, using the net proceeds to
increase cash balances by about $50 million since Sept. 30, 2009,
and the remainder to reduce the amount outstanding under its
second-lien notes due 2012.  As a result, available cash increased
to approximately $142 million at the closing of the transaction
from about $90 million at Sept. 30, 2009.

The positive outlook reflects S&P's expectation that the company's
earnings and cash flow should improve in 2010 because of increased
demand due to the start of a recovery in the U.S. new residential
construction market.  S&P expects the company to maintain
sufficient liquidity to meet anticipated needs over the next 12
months with cash balances of around $85 million at the end of
2010, after supporting S&P's projected cash flow shortfall.

S&P could raise the ratings by one notch if the new residential
construction market recovers in line with S&P's expectation, which
S&P believes could likely result in a meaningful improvement in
earnings and cash flow for the company.  In addition, if this
scenario develops, S&P thinks that the company's cash usage could
be modestly lower in 2010.

A negative rating action could occur if the recovery in the new
residential construction market is slower than S&P anticipates,
resulting in a steeper decline in cash balances relative to its
current expectation to fund fixed charges.


BWAY CORPORATION: Moody's Gives Positive Outlook; Keeps B1 Rating
-----------------------------------------------------------------
Moody's Investors Service revised the outlook of BWAY Corporation
to positive from negative and affirmed the B1 corporate family
rating.  Additionally, Moody's raised the speculative grade
liquidity rating to SGL-2 from SGL-3 and affirmed all instrument
ratings.  Additional instrument ratings are detailed below.

The positive outlook reflects BWAY's success in improving
operating performance and an anticipation of further improvement
over the intermediate term.  The company has significantly
improved its credit metrics over the last 12 months primarily
through cost cutting and productivity initiatives, improved
pricing, opportunistic purchases of steel, and inventory holding
gains.  Further improvement in credit metrics is anticipated from
the company's ongoing cost cutting, the integration of recent
acquisitions and, longer term, an eventual improvement in the
company's primary end market.  The outlook also contemplates the
potential for accretive acquisitions using the proceeds of free
cash flow.

BWAY's B1 Corporate Family Rating reflects credit risks resulting
from the high concentration of sales, cyclical nature of the
primary end market and current acquisitiveness.  The company
derives approximately 40% of its revenues from housing related
products (including paint and other building products) and 17%
from Sherwin Williams.

The ratings are supported by the company's strength in certain
credit metrics for the rating category, dominant share in its
markets and barriers to entry in the industry.  BWAY also benefits
from long-standing customer relationships and the limited number
of suppliers in its market with the scale to adequately serve
larger customers.

Moody's took these rating actions:

  -- Affirmed $50 million senior secured first lien revolver due
     2012, Ba2 (LGD 2, 25%)

  -- Affirmed $5 million Canadian senior secured first lien
     revolver due 2012, Ba2 (LGD 2, 25%)

  -- Affirmed $190 million senior secured first lien term loan B
     due 2013, Ba2 (LGD 2, 25%)

  -- Affirmed $50 million senior secured first lien term loan C
     due 2012, Ba2 (LGD 2, 25%)

  -- Affirmed $228.5 million 10% senior subordinated notes due
     2014, B3 (to LGD 5, 77% from LGD 5, 84%)

  -- Upgraded Speculative Liquidity Rating to SGL-2 from SGL-3

  -- Affirmed corporate family rating, B1

  -- Affirmed probability of default rating, B1

The ratings outlook was revised to positive from negative.

Moody's last rating action on BWAY occurred on March 25, 2009,
when Moody's rated new notes and affirmed the B1 corporate family
rating and negative outlook.

Headquartered in Atlanta, Georgia, BWAY Corporation is a North
American manufacturer of metal paint and specialty containers and
industrial general line rigid plastic containers for industrial
and consumer products.  Revenues for the twelve months ended
September 27, 2009, were approximately $904 million.


BWI HOLDINGS: To Make SEC Reporting Current following Plan OK
-------------------------------------------------------------
BWI Holdings, Inc. disclosed that after the anticipated approval
by the creditors of Budget Waste, Inc., the Company's wholly owned
subsidiary in Calgary, Alberta, Canada of the Plan of Arrangement
at the end of January 2010, and the approval by the Court of the
Plan of Arrangement, the Company intends promptly thereafter to
complete all delinquent audits and make all appropriate filings
with the U.S. Securities and Exchange Commission to become current
with its reporting requirements under the Securities Exchange Act
of 1934.

As previously announced, the company became delinquent in its SEC
reporting obligations in 2009 due to the financial struggles of
Budget Alberta, its subsequent filing for protection from
creditors under CCAA, and the Company's inability to fund the
costs associated with audits at that time.

                      About BWI Holdings

BWI Holdings, Inc. -- http://www.budgetwaSuitecom/-- is holding
company with its primary subsidiary, a waste solutions company
located in Western Canada, that provides complete waste and
recycling services to commercial, industrial, construction,
homebuilding, oilfield and residential clients.  With its broad
range of innovative services, Budget offers its customers more
value than other companies and competitive rates.


CAPMARK FINANCIAL: 40 Debtor-Affiliates Schedules & Statements
--------------------------------------------------------------
Forty debtor-affiliates of Capmark Financial Group Inc. filed with
the Court their schedules of assets and liabilities:

Debtor                                 Assets     Liabilities
------                               ----------- --------------
Capmark Affordable Equity Holdings  $965,740,362 $7,195,671,340
Commercial Equity Investments, Inc.  361,004,647  7,450,875,339
SJM Cap, LLC                         170,802,078  7,287,439,156
Capmark Reo Holding LLC               76,993,950  7,201,179,262
Capmark Affordable Properties Inc.    74,289,006     11,025,044
Mortgage Investments, LLC             21,932,040  7,203,247,115
Summit Crest Ventures, LLC            14,521,081  7,212,887,711
Paramount Managing Member XVI, LLC        44,618              -
Net Lease Acquisition LLC                      -  7,195,671,340
Paramount Managing Member II, LLC              -              -
Paramount Managing Member III, LLC             -              -
Paramount Managing Member IV, LLC              -              -
Paramount Managing Member LLC                  -              -
Paramount Managing Member V, LLC               -              -
Paramount Managing Member VI, LLC              -              -
Paramount Managing Member VII, LLC             -              -
Paramount Managing Member VIII, LLC            -              -
Paramount Managing Member XXIV, LLC            -              -
Paramount Managing Member XXIII, LLC           -              -
Broadway Street 2001, L.P.                     -              -
Broadway Street California, L.P.               -              -
Paramount Managing Member 30, LLC              -              -
Paramount Managing Member 33, LLC              -              -
Paramount Managing Member AMBAC II, LLC        -              -
Paramount Managing Member AMBAC III, LLC       -              -
Paramount Managing Member AMBAC IV, LLC        -              -
Paramount Managing Member IX, LLC              -              -
Paramount Managing Member XI, LLC              -              -
Paramount Managing Member XII, LLC             -              -
Paramount Managing Member XVIII, LLC           -              -
Paramount Managing Member XIV, LLC             -              -
Paramount Managing Member 31, LLC              -              -
Broadway Street Georgia I, LLC                 -              -
Broadway Street XV, L.P.                       -              -
Broadway Street XVI, L.P.                      -              -
Broadway Street XVIII, L.P.                    -              -
Capmark Managing Member 4.5 LLC                -              -
Paramount Managing Member AMBAC V, LLC         -              -
Paramount Managing Member XV, LLC              -              -
Paramount Northeastern Managing Member, LLC    -              -

                  Statements of Financial Affairs

Five of the remaining Debtors disclose that they earned income
from operation of business within two years before the Petition
Date:

(1) Summit Crest Ventures, LLC

     Amount     Source
    --------    ------
    $274,035    Equity in income of joint ventures
                and partnership - FYE 2007

    (42,089)    Other gains(losses),net - YTD 2009

     33,307     Other gains(losses),net - FYE 2008

      9,270     Other gains(losses),net - FYE 2007

(2) Capmark Affordable Properties Inc.

     Amount     Source
    --------    ------
    194,473     Interest Income-Investment
                securities-YTD 2009

    901,292     Interest Income-Investment
                securities-FYE 2008

  1,421,958     Interest Income-Investment
                securities-FYE 2007

    171,584     Interest Income-Loans-YTD 2009

  1,101,586     Net real estate investment and
                other income-YTD 2009

  1,399,303     Net real estate investment and
                other income-FYE 2008

(3) Commercial Equity Investments, Inc.


     Amount     Source
    --------    ------
  2,730,787     Assets Management Fees-FYE 2007

(18,891,457)   Equity in income(loss) of joint
                ventures and partnership-YTD 2009

  6,953,887     Equity in income(loss) of joint
                ventures and partnership-FYE 2008

20,365,473     Equity in income(loss) of joint
                ventures and partnership-FYE 2007

    728,556     Net gains(losses)on loans-FYE 2008

  7,646,185     Net gains(losses)on loans-FYE 2007

(4) Capmark CEO Holding LLC

     Amount     Source
    --------    ------
  3,440,352     Equity in income(loss) of joint
                ventures and partnerships-YTD 2009

     84,825     Net income(loss) on investment and
                real estate-YTD 2009

(5) SJM Cap, LLC

     Amount     Source
    --------    ------
     88,967     Equity in income(loss) of joint
                ventures and partnerships-FYE 2007

    682,647     Interest income-YTD 2009

    382,867     Interest income-FYE 2007

  4,060,798     Net gains(losses) on investment
                and partnerships - FYE 2008

      2,233     Net real estate investment and
                other income - YTD 2009

    647,847     Other gains(losses), net-YTD 2009

(1,129,226)    Other gains(losses), net-FYE 2008

   (198,114)    Other gains(losses), net-FYE 2007

                     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: Capital's Schedules & Statement
--------------------------------------------------
A.   Real Property                                         None

B.   Personal Property
B.2  Bank Accounts
     PNC Bank                                       $4,153,173
B.13 Business Interests and stocks
     0.01% Equity Interest in Cahaba-ST CDC I, LLC       4,000
     0.01% Equity Interest in CDF Development            2,974
     0.01% Equity Interest in CGRF Subsidiary One, LLC   2,100
     0.01% Equity Interest in CT/KDF Sub-CDE I, LLC      5,400
     0.01% Equity Interest in Integral Urban New         2,050
     0.01% Equity Interest in KHC New Markets              100
     0.01% Equity Interest in New Markets                2,561
     0.01% Equity Interest in Paramount Community        7,500
     0.01% Equity Interest in Phoenix Development        2,500
     100% Equity Interest in Capmark Securities     55,086,462
     100% Equity Interest in Newman SB              30,400,957
     99.99% Equity Interest in Capmark Community        14,219
     Cahaba Leverage Fund, LLC                       6,934,856
     Capmark CDF Subfund IV Leveraged Fund           3,740,447
     Capmark CDF Subfund V Leveraged Fund, LLC          47,684
     Capmark CDF Subfund VI Leveraged Fund, LLC      3,271,746
     Integral Urban New Markets Fund IIA CDE         2,912,553
     NCC I Leverage Fund, LLC                        1,124,470
     Phoenix Development & Revitalization           11,122,881

B.14 Interests in partnerships
     0.01% Equity Interest in Tax Credit Fund              800
     0.01% Equity Interest in Integral Urban New Markets   200

B.15 Government and Corporate Bonds
     Bexar County Housing Finance                    8,846,748
     California Statewide Communities                5,176,407
     California Statewide Communities               10,064,142
     California Statewide Communities               18,480,879
     California Statewide Communities                6,905,749
     California Statewide Communities                3,944,655
     California Statewide Communities                  173,643
     Capital Area HFC                                8,707,742
     City of Charlestone MFH Revenue                 1,344,120
     City of Charlestone MFH Revenue                 8,910,594
     County of Berkeley, West Virginia               3,811,870
     City of Franklin, Ohio                          7,657,601
     Freddie MAC                                     1,943,067
     GMAC Commercial Mortgage Military               2,919,039
     GMAC Commercial Mortgage Military               2,185,781
     Harrisonburg Redevelopment and Housing          6,634,757
     Health & Ed. Fac Brd of the City of Johnson     2,575,869
     Health, Ed. & HSG Fac Bd of Memphis, TN         7,781,000
     Health, Ed. & HSG FAC BD of Memphis, TN         1,873,030
     Housing Authority of Cobb County, Georgia      11,922,027
     Housing Authority of Cobb County, Georgia      28,842,319
     King County HSG Auth                            8,456,048
     Louisiana Public Facilities Authority           6,752,291
     Merrill Lynch & Company                         6,490,000
     Merrill Lynch & Company                         6,200,000
     Merrill Lynch & Company                         3,500,000
     Merrill Lynch & Company                        11,250,000
     Merrill Lynch & Company                         4,130,000
     Merrill Lynch & Company                         4,170,000
     Merrill Lynch & Company                         3,600,000
     Merrill Lynch & Company                         4,250,000
     Merrill Lynch & Company                         4,900,000
     Merrill Lynch & Company                         9,360,000
     Mississippi Home Corporation                    3,235,538
     NM Mortgage Finance Authority                   6,857,236
     San Antonio HFC                                10,751,893
     San Antonio HFC                                10,698,223
     San Antonio HFC                                12,049,629
     San Antonio Tex HSG Fin Cop                    12,555,113
     Southeast Texas HFC                             8,305,630
     Suffolk County, New York                       18,255,000
     Tarrant County, Tx HFC                         10,001,980
     Texas State Department of Housing and Comm.     1,098,587
     Texas State Department of Housing and Comm.    13,270,050
     The Health Educational and Housing Facility     4,112,610
     Victory Street PFC                             10,970,479
     Washington State Housing Finance Commission     4,636,485
     Washington State Housing Finance Commission     1,264,572

B.18 Other Liquidated Debts
     Cahaba Leverage Fund, LLC                       1,031,183
     Capmark CDF Subfund I Levegage Fund               129,336
     Capmark CDF Subfund IV Leverage Fund, LLC       3,120,957
     Capmark CDF Subfund V Leveraged Fund, LLC          93,087
     Capmark CDF Subfund VI Leverage Fund, LLC      19,808,748
     CDF Development Louisville Leverage Fund, LLC  45,000,000
     CGRF Subsidiary One Leverage Fund, LLC            969,388
     Cocke Estates                                   2,380,537
     CT KDF Leverage Fund, LLC                      31,005,778
     Distributions Due from NMTC Funds                     798
     Distributions Due from NMTC Funds                     130
     Distributions Due from NMTC Funds                     432
     Distributions Due from NMTC Funds                     448
     Distributions Due from NMTC Funds                  10,860
     Distributions Due from NMTC Funds                     172
     Inner City Ventures CDE Leverage Fund           1,126,976
     Integral Urban New Markets Fund IIA CDE           980,158
     Intercompany Receivable                                 3
     Intercompany Receivable                       808,836,626
     Intercompany Receivable                            16,431
     Intercompany Receivable                            20,756
     Interest Receivable on Loans                    2,163,769
     Interest Receivable on Loans                    2,227,965
     Interest Receivable on Loans                    2,172,977
     Interest Receivable on Loans                    2,502,954
     Interest Receivable on Loans                    1,884,114
     Interest Receivable on Loans                   11,199,128
     Interest Receivable on Loans                    9,814,105
     Interest Receivable on Loans                    6,790,588
     Interest Receivable on Loans                    2,271,924
     Interest Receivable on Loans                    1,187,957
     Interest Receivable on Loans                      429,594
     Interest Receivable on Loans                    2,508,075
     Interest Receivable on Loans                    6,833,774
     Interest Receivable on Loans                      763,867
     Interest Receivable on Loans                      172,580
     Interest Receivable on Loans                    1,024,001
     Interest Receivable on Loans                    5,202,186
     Interest Receivable on Loans                      440,171
     Interest Receivable on Loans                    3,585,717
     Interest Receivable on Loans                    3,288,817
     Interest Receivable on Securities                  17,857
     Interest Receivable on Securities                  22,161
     Interest Receivable on Securities                  12,656
     Interest Receivable on Securities                  15,283
     Interest Receivable on Securities                   1,062
     Interest Receivable on Securities                 139,843
     Interest Receivable on Securities                  15,190
     Interest Receivable on Securities                  24,325
     Interest Receivable on Securities                  44,424
     Interest Receivable on Securities                  80,666
     Interest Receivable on Securities                  16,495
     Interest Receivable on Securities                  20,771
     Interest Receivable on Securities                   2,886
     Interest Receivable on Securities                   7,035
     Interest Receivable on Securities                  58,860
     Interest Receivable on Securities                 171,803
     Interest Receivable on Securities                  53,545
     Interest Receivable on Securities                  32,263
     Interest Receivable on Securities                 781,568
     Interest Receivable on Securities                  36,943
     Interest Receivable on Securities                  18,473
     Interest Receivable on Securities                  31,668
     Interest Receivable on Securities                  14,591
     Interest Receivable on Securities                  41,873
     Interest Receivable on Securities                   5,867
     Interest Receivable on Securities                  18,351
     Interest Receivable on Securities                   6,059
     Interest Receivable on Securities                  31,694
     Interest Receivable on Securities                  22,051
     Interest Receivable on Securities                  13,926
     Interest Receivable on Securities                  56,716
     Interest Receivable on Securities                  15,117
     Interest Receivable on Securities                  31,107
     Interest Receivable on Securities                  20,449
     Interest Receivable on Securities                  62,500
     Interest Receivable on Securities                  15,353
     Interest Receivable on Securities                   4,977
     Interest Receivable on Securities                  14,318
     Interest Receivable on Securities                   9,022
     Interest Receivable on Securities                   4,481
     Interest Receivable on Securities                   4,185
     Interest Receivable on Securities                  20,652
     KHC New Markets CDE Leverage Fund               7,805,080
     Lafollette                                      2,377,247
     Management Fee Receivable                           9,382
     Management Fee Receivable                          12,799
     Management Fee Receivable                          18,591
     Management Fee Receivable                           7,957
     Management Fee Receivable                           4,774
     Management Fee Receivable                          18,763
     Management Fee Receivable                           1,591
     Management Fee Receivable                          27,118
     Management Fee Receivable                           3,382
     Management Fee Receivable                           5,570
     Management Fee Receivable                         129,917
     Management Fee Receivable                          11,438
     Management Fee Receivable                          24,597
     Management Fee Receivable                           4,078
     Management Fee Receivable                          27,218
     Management Fee Receivable                          19,097
     Management Fee Receivable                          11,935
     Management Fee Receivable                           6,366
     Management Fee Receivable                          34,023
     Management Fee Receivable                         330,794
     Management Fee Receivable                           4,177
     Management Fee Receivable                           5,175
     Management Fee Receivable                          14,718
     NCC I Leverage Fund, LLC                           45,269
     NMCC I Leverage Fund, LLC                          45,269
     NMTC I Leverage Fund I, LLC                       137,919
     Phoenix Development & Revitalization           10,975,808
     State Income Tax Refund                            72,920
     State Income Tax Refund                            66,807
     State Income Tax Refund                               500
     State Income Tax Refund                                25
     State Income Tax Refund                           158,576
     State Income Tax Refund                             6,678
     State Income Tax Refund                             1,134
     State Income Tax Refund                               488
     State Income Tax Refund                               250
     State Income Tax Refund                            27,234
     State Income Tax Refund                            97,489
     Temporary Loan                                    250,000
     UDF NMTC Leverage Fund, LLC                     6,481,950
B.23 Licenses, franchises, and other intangibles     1,803,301
B.28 Office equipment, furnishings and supplies      1,709,730

       TOTAL SCHEDULED ASSETS                   $1,498,423,900
       =======================================================

C.   Property Claimed as Exempt

D.   Secured Claim                                Undetermined

E.   Unsecured Priority Claims                    Undetermined

F.   Unsecured Non-priority Claims
     Capmark Finance Inc                           809,966,512
     Capmark Financial Group Inc.                   36,512,122
     Citibank N.A.                               4,623,967,719
     Citicorp North America, Inc.                  234,203,621
     Newman SB Holding Co. LLC                      39,026,155
     Wilmington Trust FSB                          500,000,000
     Wilmington Trust FSB                          637,500,000
     Wilmington Trust FSB                        1,200,000,000
     Others                                            733,688

       TOTAL SCHEDULED LIABILITIES              $8,081,909,817
       =======================================================

                  Statement of Financial Affairs

Capmark Capital discloses that it earned income from operation of
business within two years before the Petition Date:

   Amount     Source
----------    -------
$2,358,652    Asset Management Fees - YTD 2009

  2,530,372    Asset Management Fees - FYE 2008

  2,475,718    Asset Management Fees - FYE 2007

   (449,771)   Equity in income(loss) of joint ventures and
               partnerships - YTD 2009

   (654,248)   Equity in income(loss) of joint ventures and
               partnerships - FYE 2008

  2,134,134    Equity in income(loss) of joint ventures and
               partnerships - FYE 2007

41,404,988    Interest Income - YTD 2009

69,590,795    Interest Income - FYE 2008

92,904,984    Interest Income - FYE 2007

    292,518    Investment banking fees and syndication income
               YTD 2009

  2,446,760    Investment banking fees and syndication income
               FYE 2008

40,671,239    Investment banking fees and syndication income
               FYE 2007

(10,211,500)   Net gains(losses) on investment and real estate
               YTD 2009

(26,945,481)   Net gains(losses) on investment and real estate
               FYE 2008

(4,111,731)   Net gains(losses) on investments and real estate
               FYE 2007

(14,588,936)   Net gains(losses) on loans - YTD 2009

(18,616,601)   Net gains(losses) on loans - FYE 2008

  9,642,661    Net gains(losses) on loans - FYE 2007

    196,717    Net real estate investment and other income-
               YTD 2009

    570,762    Net real estate investment and other income-
               FYE 2008

    310,161    Net real estate investment and other income-
               FYE 2007

     12,000    Other Fees - FYE 2008

    (58,177)   Other Fees - FYE 2007

   (841,576)   Other gains(losses), net - YTD 2009

   (698,199)   Other gains(losses), net - FYE 2008

64,604,212    Other gains(losses), net - FYE 2007

     98,482    Placement Fees - YTD 2009

     74,942    Placement Fees - FYE 2008

  1,797,867    Placement Fees - FYE 2007

Capmark Capital further discloses that it made payments or
transfers to creditors totaling $480,037,803 within 90 days
before the Petition Date.

Among the largest payments and transfers are:

  Creditor                                   Amount
  --------                                ------------
  Capmark Affordable Equity Inc           $177,924,927
  Capmark Capital Servicer Acct              2,426,182
  Capmark Finance Inc                      224,488,387
  Capmark Subf VI QEI II                     1,606,935
  CT KDF Leverage Fund LLC                   2,257,681

A complete list of the payments is available for free at:

     http://bankrupt.com/misc/CapmarkCapital_Stmt3b.pdf

The Debtor also made payments within one year immediately
preceding the Petition Date to the benefit of creditors who are
insiders totaling $11,490,676, a complete list of which is
available for free at:

     http://bankrupt.com/misc/CapmarkCapital_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: Sale of Premier Shares to Close Late January
---------------------------------------------------------------
The Sale and Purchase Agreement between Capmark Financial and
Elliott Associates, L.P., and Elliott International, L.P., for the
acquisition of 100% of the outstanding shares of Premier Asset
Management Company in Tokyo -- the servicing business of Capmark
Financial Group -- is scheduled to close by January 29, 2010,
according to statement released by the Luxembourg-based
investment companies affiliated with Elliott Management
Corporation.

To recall, the Elliott Affiliated Companies announced on
December 21, 2009, that they have entered into the Sale and
Purchase Agreement to acquire 100% of Capmark Financial's
Servicing Business in Japan.  However, financial terms were not
disclosed.  The transaction was approved by the U.S. Bankruptcy
Court for the District of Delaware handling the sale of Premier in
an auction process of certain Capmark assets.

Premier was the first company to acquire a servicing license in
Japan in the late 1990s.  Since then, Premier has grown into one
of Japan's market leaders for CMBS and warehouse non-recourse
loan servicing.  In addition, the company provides special
servicing to defaulted non-recourse loans as well as third party
non-performing loan collections.

Elliott said it will to keep Premier's current management in
place and expects to maintain the company's existing platform in
the Japanese market.

"We are pleased to have been the successful bidder in this
process and expect to close the transaction as soon as possible,"
Elliott said.

Elliott Management acts as advisor to Elliott Associates, L.P.
and Elliott International Limited, which together have more than
$16 billion in assets under management.  The firm, founded in
1977, is one of the oldest private investment firms of its kind
under continuous management.  Elliott's investors include private
endowments and charitable institutions, family offices,
individuals, and friends and employees of the firm.

                     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)


CATHOLIC CHURCH: Judge Approves Fairbanks Diocese Revised Plan
--------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the U.S. Bankruptcy
Court for the District of Alaska said at the January 25
confirmation hearing that he will sign a confirmation order
approving the Chapter 11 reorganization plan of Catholic Diocese
of Fairbanks, Alaska.

The Creditors Committee is a co-proponent of the Third Amended
Plan, and supports its confirmation.  The Creditors Committee is
not a proponent of the previous plans filed by the Diocese.  The
Plan Proponents inform the Court that their Plan reflects (i)
their agreements for the reorganization of the Diocese, and
compensation and treatment of Tort Claims, (ii) the tireless
efforts of retired California State Court Judge William L.
Bettinelli, who acted as the mediator in the reorganization case,
and (iii) the efforts and willingness of the Plan Proponents to
continue to engage in mediation, which resulted to the resolution
that is embodied in the Plan.

Under the Third Amended Plan, the Diocese, with additional help
from its KNOM division, the Parish Churches, the Monroe
Foundation, increased insurance settlements and agreements by
professionals to forego certain fees, has been able to commit to a
guaranteed payment of $9.8 million to the Fund for paying Tort
Claims.  The $9.8 million amount is net of administrative expenses
and will be transferred to the Fund by the Diocese on or before
the Third Amended Plan's effective date.

The Third Amended Plan also contains certain minor modifications
to the treatment of Tort Claims as well as certain refinements to
the Great Divide settlement arrangement proposed in the Second
Amended Plan.  As a result, the Plan provides for the sale of the
Diocese's essential ministry property, including the Catholic
Schools of Fairbanks, to the Endowment in exchange for
$7.9 million of cash by the Effective Date.

The Diocese will immediately sell the Pilgrim Springs Property at
an auction to be conducted on February 25, 2010.  The Endowment
will submit the opening bid at the Pilgrim Springs Auction for
$1.85 million.  If there are third party bidders at the Pilgrim
Springs Auction, who submit bids in excess of the Pilgrim Springs
Guaranteed Sale Price and close on the sale, all excess proceeds,
net of customary closing costs of the sale will be paid to the
Fund to be used in accordance with the Plan.

Moreover, the Third Amended Plan effects a settlement and
compromise between the Diocese and the estate on the one hand, and
the Parish Churches, Monroe Foundation and the Catholic Trust of
Northern Alaska on the other hand, pursuant to which the Parishes
agree to contribute $650,000 from their unrestricted funds on
deposit with the CTNA to the Fund for paying Tort Claimants and
the Monroe Foundation agrees to contribute $150,000 to settle all
claims that the Diocese and the estate may have to the property of
the Parish Churches, the Monroe Foundation or the CTNA, including
avoidance actions.

As a result of the settlement, the Parish Churches, the CTNA and
the Monroe Foundation will become Participating Third Parties
under the Third Amended Plan and will receive the protections of
the Channeling Injunction provided under the Plan.

The Diocese will transfer to the Fund, proceeds from an insurance
settlement with Alaska National Insurance Company, which increased
from $1,100,000 to $1,400,000.  The Diocese will also assign its
claims of indemnity, allocation of fault and contribution against
the Sisters of Saint Ann to the Fund, as well as any claims it may
have for insurance coverage under the Oregon Province of Jesuit's
Safeco Insurance Policies and the Jesuit Allocation of Fault
Claims net of any amounts utilized to set off against the Jesuit
Unsecured Claims.

The Third Amended Plan provides for certain modifications to the
treatment of Tort Creditors:

  (1) There is the addition of a Convenience Tort Claim
      treatment, which will allow Tort Creditors to opt out of
      the Litigation Protocol and the Litigation Trust, if one
      is established, and Settlement Trust claim allowance and
      evaluation procedures and receive $2,500 within 30 days of
      the Effective Date;

  (2) There are certain modifications to the Litigation Protocol
      for allowing and liquidating Tort Claims that opt into
      Litigation Tort Claim treatment; and

  (3) There are certain refinements to the process governing
      Settling Tort Claims:

      * Settling Tort Claims are deemed Allowed, and Allowed
        Settling Tort Claims are assigned by the Settling Tort
        Claimants to the Settlement Trustee; the liquidated
        amount of the assigned Settling Tort Claims will be
        determined by either Claim Allowance Agreements, which
        have been approved as reasonable by the Court under Rule
        9019 of the Federal Rules of Bankruptcy Procedure, or
        will be liquidated by the Special Arbitrator in a
        Binding Arbitration Proceeding; and

      * Each Settling Tort Claimant will receive a reasonable
        share of the Settlement Trust based on a matrix of
        evaluation factors that was developed in connection with
        the settlement between the Jesuits and 113 Tort
        Claimants in December 2007.  The Settlement Trustee will
        make a preliminary distribution from the Settlement
        Trust shortly after the matrix evaluation is completed
        and as expeditiously as possible after the Effective
        Date.

The Third Amended Plan also gives effect to a covenant settlement
arrangement under Great Divide Insurance Co. v. Carpenter, 79 P.3d
599 (Alaska 2003), and other legal authority, pursuant to which
the Diocese will assign its Claims against Great Divide Candidate
Insurers to the Settlement Trustee, who will pursue the Diocese's
insurance coverage claims against the Great Divide Candidate
Insurers for the Settling Tort Claimants Allowed Claims.  In
addition, each Settling Tort Claimant will assign any of his or
her Claims against a Great Divide Candidate Insurer to the
Settlement Trustee.  Proceeds from actions against the Great
Divide Candidate Insurers will be used to fund additional
distributions from the Settlement Trust to Settling Tort Claimants
and will also be used to fund the Future Claims Reserve.

The Diocese's commitment to reconciliation and healing is further
reinforced in the Third Amended Plan by continuing the Diocese's
commitment to assist the healing process and by Diocese's
commitment to take additional non-monetary actions, including:

  -- The Diocese will file with the Court the names of
     individuals identifying them as priests, religious, lay
     employees and volunteers accused of sexual abuse in the
     filed Proofs of Claim.  The Diocese will not seek to seal
     the filing and will not oppose any effort by any third
     party to seal the filing;

  -- For a period of 10 years after the Effective Date, the
     Reorganized Debtor will post on the home page of its and
     the Diocese of Fairbanks' Web page a prominent link on the
     home page to the names of accused individuals and other
     known perpetrators;

  -- Within 18 months after the Effective Date, Bishop Kettler
     will personally go to every Parish in which any individuals
     were abused and where those accused persons served.  The
     Bishop will read from the pulpit a statement of apology and
     encourage parishioners to support victims;

  -- A general letter of apology will be displayed on Fairbanks'
     Web site for a period of 10 years from the Effective Date;

  -- No later than 60 days after allowance of any Tort Claim,
     Bishop Kettler will send individual letters of apology to
     the Tort Claimant and, if requested by the Tort Claimant,
     to his or her immediate family; and

  -- The Reorganized Debtor will file status reports regarding
     its compliance with the non-monetary undertakings with the
     Court and serve the Settlement Trustee.

To facilitate implementation of the Third Amended Plan, the
Endowment Documents will be modified (i) with respect to their
spending policy, and (ii) to permit investment in investment and
mission real property and to provide modifications to the
permitted asset allocations.  After the approval of the amendment
to the Endowment Documents, the Endowment will be permitted to
acquire real property.  Under the Third Amended Plan, the Diocese
will sell these real properties to the Endowment, which will then
become part of the corpus of the Endowment:

     Catholic Schools of Fairbanks        $3,500,000
     Chancery property                     1,200,000
     Kobuk Center/priest residence         1,120,000
     Warehouse maintenance center            225,000
     KNOM property, Nome, Alaska             430,000
     FCA Barnett St. Building                600,000
     Betty Street Residence                  205,000
     Hanger                                  346,000
     Kateri Center, Galena                   175,000
     Cessna 207                               75,000
     Lot next to warehouse                    31,000
                                           ---------
                                          $7,907,000

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

  http://bankrupt.com/misc/Fairbanks_3rdPlan.pdf
  http://bankrupt.com/misc/Fairbanks_3rdDS.pdf
  http://bankrupt.com/misc/Fairbanks_3rdPlan_Redlined.pdf
  http://bankrupt.com/misc/Fairbanks_3rdDS_Redlined.pdf

According to the Bloomberg report, to deal with some of the same
claims, the Society of Jesus, Oregon Province, filed under Chapter
11 in February 2009 in Oregon. For the Fairbanks plan to be
implemented, there must be a conclusion to the Jesuits'
reorganization as well.

The Jesuits' case is In re Society of Jesus, Oregon Province,
09-30938, U.S. Bankruptcy Court, District of Oregon (Portland).

                 About the Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on January 15, 2009.  (Catholic Church Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CCM MERGER: Moody's Reviews 'Caa1' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service placed CCM Merger, Inc.'s ratings,
including its Caa1 Corporate Family Rating, on review for possible
downgrade.  The review for downgrade reflects Moody's heightened
concern that CCM may have difficulty obtaining commitments from
its revolving credit facility lenders to extend the July 21, 2010,
expiration date of its $100 million senior secured first lien
revolver.

"CCM has not yet obtained an extension of its revolver, something
it has been formally attempting to do since September 2009",
stated Keith Foley, Senior Vice President at Moody's.  "In Moody's
opinion, this suggests that CCM may be in an unfavorable
negotiating position and/or placed in a situation that involves a
broader capital structure negotiation which could result in
impairment to creditors."  CCM relies on its revolver for both
drawings as well as letters of credit.  Ratings would likely be
lowered if CCM is unable to obtain an extension on its revolver or
successfully obtain an alternate and suitable solution to this
near-term liquidity concern.

In addition to monitoring the progress and possible outcome of
CCM's negotiations with its lenders, Moody's review will focus on
the company's ability to improve its earnings, leverage, and
market share in the face of weak demand trends.  Despite cost
cutting efforts, debt/EBITDA remains high at about 7 times.
Additionally, the company has reported negative year-over-year
monthly comparable gaming revenue from April 2009 through December
2009, and lost market share as well.

Ratings placed on review for possible downgrade (and LGD rates
subject to adjustment):

* Corporate Family Rating at Caa1

* Probability of Default Rating at Caa1

* $100 million first lien revolver expiring July 2010 at B3 (LGD
  3, 34%)

* $561 million first lien term loan B due July 2012 at B3 (LGD 3,
  34%)

* $282 million 8% senior unsecured notes due August 2013 at Caa3
  (LGD 5, 87%)

Moody's previous rating action on CCM occurred on January 16,
2009, when the company's Corporate Family Rating and Probability
of Default Rating were lowered to Caa1 from B3 and a negative
rating outlook was assigned.

CCM Merger, Inc., indirectly owns and operates the MotorCity
Casino in Detroit, Michigan.  The company generates approximately
of $470 million of annual net revenue.


CENTRAL GARDEN: Moody's Upgrades Corporate Family Rating to 'B1'
----------------------------------------------------------------
Moody's Investors Service upgraded Central Garden & Pet Company's
corporate family rating to B1 based on the company's strong
operating performance and its improved liquidity profile.  At the
same time, Moody's also upgraded these ratings: probability of
default rating to B1, senior subordinated notes rating to B3 and
the secured credit facility (term loan and revolver) rating to
Ba3.  The SGL 2 speculative grade liquidity rating was affirmed.
The rating outlook is positive.

"Despite the worst recession in over 70 years, Central Garden's
operating performance has gotten much better over the last two
years, which, in turn, has enabled it to repay almost $200 million
of debt" said Kevin Cassidy, Senior Credit Officer at Moody's
Investors Service.  The principal reasons for the improvement are
the Do-It-Yourself trend in lawn & garden, less volatility in raw
material prices and a focus on internal cost efficiency efforts.

The B1 corporate family rating reflects Central Garden's modest
size, limited geographic diversification, seasonality and weather
dependency of its business, and single digit operating margins.
The rating also incorporates the challenges posed by its large
retail customers and the significant competition inherent in the
highly fragmented lawn and garden and pet supply industries.  The
rating is supported by the company's strong market position in its
core businesses, an improved liquidity profile and good credit
metrics highlighted by modest financial leverage (around 3x debt
to EBITDA) and good cash flow to debt ratios.

The SGL 2 speculative grade liquidity rating reflects the
company's cash balances of over $85 million and the expectation of
at least $100 million of annual free cash flow in the near to mid
term.  The liquidity rating is also supported by having full
access to a $350 million revolving credit facility and ample
cushion under its financial covenants.  Liquidity is constrained
by the upcoming maturity of its revolving credit facility in
February 2011 and by the inherent volatility in cash flow due to
weather, seasonality and commodity costs.

The positive outlook incorporates Moody's expectation of continued
operating performance improvement and continued strong credit
metrics even if Central Garden were to make a modest acquisition.
For example, financial leverage temporarily increasing to around
4x because of a strategic acquisition is consistent with the
positive outlook.  The positive outlook also considers Moody's
view that the company will maintain its strong liquidity profile
and will likely renew its revolving credit facility well before
its maturity date.

These ratings were upgraded:

* Corporate family rating to B1 from B2;

* Probability of default rating to B1 from B2;

* $150 million senior subordinated notes due 2013 to B3 (LGD5,
  88%) from Caa1 (LGD5, 88%));

* $350 million senior secured revolving credit facility due 2011
  to Ba3 (LGD3, 39%) from B1 (LGD3, 39%);

* $300 million senior secured term loan due 2012 to Ba3 (LGD3,
  39%) from B1 (LGD3, 39%);

This rating was affirmed:

* Speculative grade liquidity rating at SGL 2

The last rating action for Central Garden was on July 1, 2009,
where Moody's affirmed the ratings and stabilized the rating
outlook.

Central Garden & Pet Company, located in Walnut Creek, California,
manufactures an array of branded lawn and garden and pet supply
products, and operates as a distributor for other manufacturers'
products in both of these segments.  Sales were $1.6 billion for
the twelve months ended September 26, 2009.


CENVEO CORPORATION: Moody's Rates $375 Mil. Secured Notes at 'B2'
-----------------------------------------------------------------
Moody's Investors Service rated Cenveo Corporation's $375 million
second priority secured notes B2.  Cenveo is a wholly-owned
subsidiary of Cenveo, Inc., a publicly traded holding company.
Since nearly all of the proceeds from the new notes issue will be
used to repay existing debt, the transaction is neutral to
Cenveo's credit profile and, accordingly, the company's B2
corporate family and probability of default ratings were affirmed.
Cenveo is weakly positioned at the B2 rating level and a
significant rebound in leverage and coverage measures is required
to substantiate existing ratings.  This would be facilitated by
the company achieving its 2010 public EBITDA (as defined by the
company) target of $250 million.  With that, Debt/EBITDA
incorporating Moody's standard adjustments would trend towards 6x
(ongoing measures are in the high 8x range).  Risks that 2010
performance gains will be somewhat modest cause the ratings
outlook to be negative.

Presuming the $375 million second lien notes issue closes as
expected, the reduced size of the first ranking debts combined
with loss absorption capacity provided by the second lien notes
causes the bank credit facility's rating to be upgraded to Ba2
from Ba3.  The new second lien notes are positioned between prior-
ranking first lien debt and ahead of unsecured and subordinated
debt.  With the amounts ranking ahead and behind being
approximately equal, the new $375 million second lien notes are
rated equally with Cenveo's B2 CFR.

Simultaneously with and conditional upon a successful notes issue,
Cenveo has arranged for important amendments to its bank credit
facility.  In exchange for significantly reduced exposure and
incremental junior-ranking capital, lenders have agreed to
financial covenant compliance concessions.  Completion of the
transaction on the basis proposed extends the weighted average
term-to-maturity of the company's debt, frees-up availability
under the company's revolving credit facility, provides relief
from pending financial covenant compliance issues, and allows
working capital measures to be normalized.  Completion of the
transaction, which is assumed, allows the company's speculative
grade liquidity rating to be maintained at SGL-3, indicating
adequate liquidity arrangements.  Presuming financial performance
tracks to the company's guidance, the transaction also sets the
stage for additional refinance transactions as Cenveo looks
towards 2012, 2013 and 2014, when its revolving credit, remaining
term loan, and two notes issues come due.

Assignments:

Issuer: Cenveo Corporation

  -- Senior Secured Regular Bond/Debenture, Assigned B2 (LGD3,
     48%)

Other Rating and Outlook Actions:

Issuer: Cenveo Corporation

  -- Corporate Family Rating, Unchanged at B2

  -- Probability of Default Rating, Unchanged at B2

  -- Outlook, Unchanged at Negative

  -- Speculative Grade Liquidity Rating, Unchanged at SGL-3

  -- Senior Secured Bank Credit Facility, Upgraded to Ba2 (LGD2,
     16%) from Ba3 (LGD2, 29%)

  -- Senior Unsecured Regular Bond/Debenture, Unchanged at B3,
     With the LGD Assessment Changed to LGD5, 71% from LGD4, 68%

  -- Senior Subordinated Regular Bond/Debenture, Unchanged at
     Caa1, With the LGD Assessment Changed to LGD5, 89% from LGD5,
     88%

Issuer: Cadmus Communications Corporation

  -- Senior Subordinated Regular Bond/Debenture, Unchanged at
     Caa1, With the LGD Assessment Changed to LGD5, 89% from LGD5,
     88%

Moody's most recent rating action concerning Cenveo was taken on
May 26, 2009, at which time the company's CFR and PDR were
downgraded to B2.

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

Headquartered in Stamford, Connecticut, Cenveo Corporation, a
wholly-owned subsidiary of Cenveo, Inc. (a publicly traded holding
company), is involved in commercial printing and packaging,
envelope, form and label manufacturing, and publishing services.


CENVEO CORP: S&P Assigns 'B' Rating on $375 Mil. Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its issue-
level rating of 'B' (one notch lower than the 'B+' corporate
credit rating on the company) to Cenveo Corp.'s proposed
$375 million senior second-lien notes due 2018.  S&P also assigned
a recovery rating of '5' to the notes, indicating that lenders can
expect modest (10% to 30%) recovery in the event of a payment
default.  The proceeds from the issue will be used to prepay a
portion of the company's outstanding term loan and revolving
credit balances.

At the same time, S&P raised the issue-level rating on the
company's senior secured credit facilities to 'BB' (two notches
higher than the corporate credit rating) from 'BB-' and revised
the recovery rating on this debt to '1' from '2'.  The '1'
recovery rating indicates S&P's expectation for very high (90% to
100%) recovery for lenders in the event of a payment default.  S&P
revised the recovery rating due to the amendment to the company's
credit facility which reduces the revolving credit commitment to
$150.0 million from $187.5 million, as well as the repayment of an
estimated $300.0 million of the outstanding term loan balance from
the note proceeds.  This results in a lower amount of senior
secured debt outstanding under S&P's simulated default scenario
than that used in S&P's previous analysis and an improvement in
the recovery prospects for these loans.

S&P has affirmed the company's 'B+' corporate credit rating and
maintained its negative rating outlook and all other issue-level
ratings on Cenveo.

"The rating action reflects the company's announcement that it has
received the requisite consents to amend its existing senior
secured credit facilities and its marketing of second-lien notes,"
explained Standard & Poor's credit analyst Michael Listner.  In
connection with the proposed note issuance, Cenveo will amend its
senior secured credit facilities to allow for the incurrence of at
least $350 million of senior secured refinancing debt, reduce the
revolving credit commitment to $150.0 million from $187.5 million,
institute a 2.25x first-lien leverage ratio, and reset the
existing interest coverage and total leverage covenants under the
agreement.  The note offering and prepayment of a portion of the
company's senior secured indebtedness extends the maturity of a
portion of the company's indebtedness and provides for what S&P
believes to be needed covenant relief, as financial covenant
thresholds were scheduled to tighten considerably over the coming
quarters.

"The affirmation of the 'B+' corporate credit rating and negative
rating outlook reflect that although S&P view the transaction as
beneficial in managing the company's maturity profile," said Mr.
Listner, "we remain concerned about the potential for print
volumes to lag the recovery in the economy, as well as the
uncertainty of the company's ability to pass through increasing
raw material costs to customers given the highly fragmented
industry, characterized by significant pricing pressures." In
addition, given the decline in operating performance throughout
2009, S&P expects that the company's credit measures (already weak
for the current rating) have continued to deteriorate through the
fourth quarter of 2009.

S&P estimates that debt to EBITDA (fully adjusted for operating
leases and pension and post-retirement obligations) was in the
mid-6x area and EBITDA interest coverage was slightly below 2x at
the end of 2009.  Although S&P expects that the acquisition of
Nashua Corp. (which closed in September 2009) will benefit the
company through incremental EBITDA contributions in 2010, S&P
regards the company's current credit measures as weak for the
rating.  An improvement in printing volumes and organic growth, in
conjunction with a commitment for future debt repayment would be
the path to improving credit measures, and hence, a stable rating
outlook.


CHAMPION AUDI: Novela Law Assisted Qvale Auto in Acquisition
------------------------------------------------------------
The Miami law firm, Novela Law, represented QVALE AUTO GROUP, and
its local operating entities, AUDI CORAL SPRINGS and AUDI POMPANO
BEACH, as lead counsel in negotiating and closing the acquisition
of both CHAMPION AUDI dealerships located in Broward County,
Florida, collectively the world's largest Audi dealership.

California based Qvale Auto Group and its affiliated companies are
dealers of imported and domestic automobiles, with numerous auto
dealerships. Bruce Qvale, President, sought out Novela Law's
expertise with the $17 million acquisition.  Daniel Novela, a
partner at Novela Law, worked on the acquisition over a five month
period.

Champion Audi had filed for Chapter 11 reorganization in May 2009.
The acquisition was challenging because success depended on
reaching an agreement acceptable to the seller, the bankruptcy
court and the manufacturer, Audi.

Novela noted, "It has been a pleasure to represent Bruce Qvale and
his businesses for a number of years.  These two Audi dealerships
represent the finest within the Audi dealership franchise.  A
difficult economic environment and bankruptcy proceedings made
this transaction interesting and challenging.  We went through
many different acquisition and financing structures due to the
ever changing economic environment.  Happily, the parties involved
were a pleasure to work with, and made for a smooth closing."


CHAMPION ENTERPRISES: S&P Withdraws 'D' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' corporate
credit and debt ratings on Champion Enterprises Inc. and its
wholly owned subsidiary Champion Home Builders Co.  S&P also
withdrew its '6' recovery rating on each company's bank debt and
convertible notes.

On Nov 15, 2009, Champion and its domestic subsidiaries filed a
voluntary petition for reorganization under Chapter 11 bankruptcy
protection with the U.S. Bankruptcy Court in the District of
Delaware.  At the time of the filing, the company had
approximately $324 million of prepetition debt, including
$130 million of senior secured bank debt and $180 million of
convertible notes.  At the time of the filing, Champion obtained
an $80 million debtor-in-possession credit facility (a $40 million
new money loan and a $40 million prepetition roll-up loan) from
certain existing lenders.

On Jan. 18, 2010, Champion announced that it entered into a letter
of intent with certain existing investors for the sale of
substantially all of its operations.  The proposed transaction is
subject to bankruptcy court approval, and other qualified bidders
have the opportunity to submit higher and better offers.

S&P withdrew its recovery ratings because S&P does not expect to
receive the necessary post-filing financial information that would
enable us to appropriately monitor the ratings.

Troy, Mich.-based Champion is a leading builder of manufactured
and modular homes in North America, as well as steel-framed
modular buildings in the U.K.

                         Ratings Withdrawn

     Champion Enterprises Inc.     To                  From
      -------------------------     --                  ----
      Corporate credit              NR                  D
      Unsecured convertible debs    NR                  D
       Recovery rating              NR                  6

      Champion Home Builders Co.    To                  From
      -------------------------     --                  ----
      Corporate credit              NR                  D
      Senior secured                NR                  D
       Recovery rating              NR                  6


CHESAPEAKE HARDWOOD: Files for Chapter 11 Bankruptcy in Norfolk
---------------------------------------------------------------
Chesapeake Hardwood Products Inc. made a voluntary filing under
Chapter 11 bankruptcy in the U.S. Bankruptcy Court in Norfolk,
Virginia (Bankr. E.D. Va. Case No. 10-70248).

Chesapeake Hardwood produces plywood for cabinets, wall paneling
and commercial applications.  The Company listed assets of $6.1
million, and debts of $13.6 million, which include a $2.37 million
claim by Wells Fargo Bank.  The assets include a plant on Dexter
Street in Chesapeake worth $6 million, and 90 acres of land in
Vermont at $76,900.


CHRYSLER LLC: New Chrysler to Suspend Production at Windsor Plant
-----------------------------------------------------------------
Chrysler will stop making minivans at its Windsor assembly plant
for about a week starting Monday because of parts shortage,
according to a January 23 report by Detroit Free Press.

The auto maker did not identify the part or the supplier that is
causing the disruption but attributed the closure to "continued
stress in the automotive supply chain," the report said.

The Windsor plant, which has about 4,900 workers, is the only
Chrysler plant that manufactures minivans.

Rick Laporte, president of Canadian Auto Workers Local 444, said
the plant will stop because of a shortage of a plastic part for
the key fob.

"There should not be any lost sales but the vehicles we don't
build next week will have to be made up in coming weeks," Mr.
Laporte said told Detroit Free Press.

Chrysler is expected to resume production on February 1, according
to the report.

                     About Chrysler Group LLC

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

                        About Chrysler LLC

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

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

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


CITIGROUP INC: Unit Acquires Spansion Claim From ChipMOS
--------------------------------------------------------
ChipMOS TECHNOLOGIES (Bermuda) LTD. (Nasdaq: IMOS) said 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 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% 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.  The agreement provides that Citigroup will pay
to the Company the amount of the rights offering shares purchase
price.

             About ChipMOS TECHNOLOGIES (Bermuda)

ChipMOS TECHNOLOGIES (Bermuda) LTD. (Nasdaq: IMOS) --
http://www.chipmos.com-- is an 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 Citigroup

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

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

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

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

                        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)


CLARENDON ALUMINA: Moody's Retains Caa1 Rating on $200 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service changed the ratings outlook of Clarendon
Alumina Production to stable.  The rating on CAP's $200 million of
8.5% senior unsecured notes due 2021 remains Caa1.  This follows
Moody's January 22, 2010 rating actions on the Government of
Jamaica which were tied, in part, to the government's domestic
debt exchange program.  Moody's understands that CAP's debt is not
currently included in this program.

Moody's believes CAP could not support its current capital
structure as a standalone entity.  CAP's ratings continue to
reflect the unconditional and irrevocable guarantee provided by
the Government of Jamaica and that the government has provided
funds in recent years to enable CAP to meet various obligations.

The actions included:

* $200 million 8.5% guaranteed senior unsecured notes, due 2021,
  remains Caa1

* Outlook changed to stable from negative

Moody's previous rating action on Clarendon Alumina Production was
on November 18, 2009, when the senior unsecured note rating was
lowered to Caa1 from B2 and a negative outlook was assigned.  This
followed Moody's November 18, 2009 rating action on the Government
of Jamaica.

The rating of Clarendon is based on the irrevocable guarantee of
the sovereign, The Government of Jamaica.  See Moody's press
release of January 22, 2010, available on moodys.com for
information about Moody's ratings of The Government of Jamaica.

Headquartered in Kingston Jamaica, CAP is 100% owned by the
Government of Jamaica.  CAP holds a 45% interest, as a co-tenant
in common, in the assets of Jamalco, a joint venture with Alcoa
Minerals of Jamaica, a Delaware, USA limited liability company.
AMJ is owned by Alcoa World Alumina LLC and Alcoa Caribbean
Alumina Holdings, LLC.  These two companies are indirectly wholly
owned 60% by Alcoa, Inc., and 40% by Alumina Ltd.


CLARIENT INC: Obtains SEC's Confidential Treatment Ruling
---------------------------------------------------------
The Securities and Exchange Commission granted confidential
treatment for information Clarient Inc. excluded from the exhibits
to a Form 8-K on Dec. 23, 2009, under the Securities Exchange Act
of 1934.  The Division of Corporation Finance has determined not
to publicly disclose it which will not be released to the public
until Dec. 24, 2012.

According to the Form 8-K, on Dec. 21, 2009, the Company entered
into an agreement and plan merger and reorganization with Clarient
Acquisition Corporation, a wholly owned subsidiary of Applied
Genomics Inc.  Upon the closing of the Merger, and in accordance
with the terms of the Merger Agreement each issued and outstanding
share of:

  * common stock of AGI was cancelled and converted into the right
    to receive 0.131516 of a share of the Company's common stock,
    par value $0.01 per share;

  * preferred stock of AGI for which the holder thereof exercised
    his, her or its liquidation preference in accordance with
    AGI's certificate of incorporation was cancelled and converted
    into the right to receive 0.432900 of a share of Common Stock;

  * preferred stock of AGI for which the holder thereof did not
    exercise his, her or its liquidation preference in accordance
    with AGI's certificate of incorporation was cancelled and
    converted into the right to receive 0.151243 of a share of
    Common Stock; and

  * common stock of AGI were assumed by the Company and converted
    into options to purchase Common Stock at the Common Stock
    Exchange Ratio.

The company said portion of exhibits for the agreement are omitted
and were filed separately with the Secretary of the SEC under its
application requesting confidential treatment.

                         About Clarient

Clarient, Inc., and its wholly owned subsidiaries comprise an
advanced oncology diagnostic services company, headquartered in
Aliso Viejo, California.

At September 30, 2009, the Company had $51,316,000 in total assets
against total current liabilities of $14,153,000, long-term
capital lease obligations of $806,000, deferred rent and other
non-current liabilities of $3,177,000, and redeemable Series A
convertible preferred stock of $38,586,000; resulting in
stockholders'  deficit of $5,406,000.


CONSECO INC: Completes Reinsurance Transaction
----------------------------------------------
Conseco, Inc., on Tuesday said it received the necessary
regulatory approvals and completed the previously announced
transaction under which its Bankers Life and Casualty Company
subsidiary coinsured, with an effective date of October 1, 2009,
about 234,000 life insurance policies with Wilton Reassurance
Company.  At closing, Wilton Re paid Bankers Life a ceding
commission of approximately $44 million and 50% coinsured these
policies, which Bankers Life will continue to service and
administer.

"This transaction is expected to increase Conseco's consolidated
risk-based capital ratio by 9 percentage points, along with
increasing statutory capital by the amount of the ceding
commission," said Conseco CEO Jim Prieur.

As part of the transaction, Bankers Life transferred to Wilton Re
approximately $73 million in investment securities and policy
loans and $117 million of statutory policy and other liabilities.

Conseco expects to record (as a result of the transaction) an
increase to its deferred tax valuation allowance of approximately
$18 million in the fourth quarter of 2009.  Conseco also expects
to record a pre-tax deferred cost of reinsurance of approximately
$30 million, which, in accordance with generally accepted
accounting principles, will be amortized over the life of the
underlying policies, reducing quarterly pre-tax income from
operations by approximately $0.5 million.  In addition, Conseco's
future GAAP income from operations will be reduced by the earnings
from the portion of the block that is coinsured; such pre-tax
earnings before overhead were approximately $2 million in the
third quarter of 2009.

                     About Conseco Inc.

Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) --
http://www.conseco.com/-- is the holding company for a group of
insurance companies operating throughout the United States that
develop, market and administer supplemental health insurance,
annuity, individual life insurance and other insurance products.
The company became the successor to Conseco Inc. (Old Conseco), in
connection with its bankruptcy reorganization.  CNO focuses on
serving the senior and middle-income markets.  The company sells
its products through three distribution channels: career agents,
professional independent producers and direct marketing.  CNO
operates through its segments, which includes Bankers Life,
Conseco Insurance Group, Colonial Penn, other business in run-off
and corporate operations.

                        *     *     *

Moody's Investors Service has affirmed the ratings of Conseco,
Inc. (senior bank facility at Caa1) and its insurance subsidiaries
(insurance financial strength at Ba2) and changed the outlook to
positive from negative.

Standard & Poor's Ratings Services said that it affirmed its 'CCC'
counterparty credit rating on Conseco Inc. and the 'BB-' financial
strength ratings on Conseco's insurance subsidiaries.  S&P revised
the outlook to stable from negative.  In December, S&P placed its
'CCC' counterparty credit rating on Conseco Inc. on CreditWatch
with positive implications, "to reflect Conseco's significantly
improved financial flexibility."


CONSTELLATION BRANDS: Moody's Puts 'Ba3' Rating on Amended Loan
---------------------------------------------------------------
Moody's assigned a Ba3 rating to Constellation Brands' amended and
extended revolving credit facility and term loan B.  The company's
other ratings, including its Ba3 CFR and stable outlook were
unchanged.

The company extended $650 million of its revolver from a June 2011
maturity to a June 2013 maturity while at the same time reducing
the revolver size to $841.96 million from $900 million.  The
$191.96 million that was not extended until 2013 will mature as
scheduled in 2011.  The company also extended the maturity of 25%
or $300 million of its Term Loan B facility from June 2013 to June
2015 and amended the amortization schedule for this loan.
Constellation also announced that it intends to prepay its
$250 million 81/4% subordinated notes due January 2012.  These
changes help to improve the company's maturity schedule.

Constellation's Ba3 rating reflects its large scale and market
diversification, its broad portfolio of brands covering the
premium wine, spirits and imported beer categories, franchise
strength, solid profitability, and efficiency.  Offsetting these
strengths are Constellation's substantial financial leverage,
troubled international businesses, continuous significant
structural changes which result in lack of comparability with
historical results and other businesses in the industry.  "The
company's recent debt reduction efforts and focus on driving
organic growth, away from historically more aggressive and
acquisition-focused growth strategy, are credit positives" said
Linda Montag, Moody's SVP.  The extended maturity dates for the
credit facilities are a plus for liquidity despite the reduction
in the size of the revolver leaving the company well positioned at
SGL-2.

These ratings were assigned:

* $650 million revolving credit facility maturing June, 2013 at
  Ba3, LGD 4, 51%

* $300 million tranche of the term loan B facility at Ba3, LGD 4,
  51%

The LGD rates assume the pre-payment of the subordinated notes as
announced.

The last rating action for this company took place on November 28,
2007, when Moody's assigned a Ba3 rating to Constellation Brand's
$500 million senior unsecured note issuance which was used to fund
its acquisition of Fortune Brands' U.S. Wine business.

Headquartered in Victor, New York, Constellation Brands, Inc., is
a leading international wine company with a broad portfolio of
premium brands across the wine, spirits, and imported beer
categories.  Major brands in the company's portfolio include,
Robert Mondavi, Clos du Bois, Ravenswood, Blackstone, Hardys,
Banrock Station, Nobilo, Kim Crawford, Inniskillin, Jackson-
Triggs, Arbor Mist, Black Velvet Canadian Whisky, and SVEDKA
vodka.  It imports Corona through the Crown Imports Joint Venture.
For LTM August 2009, reported net revenue was approximately
$3.4 billion.


CONTINENTAL AIRLINES: Posts $282-Mil. Net Loss in Full-Year 2009
----------------------------------------------------------------
Continental Airlines reported a 2009 full-year net loss of
$282 million ($2.18 diluted loss per share).  Excluding
$145 million of previously announced special charges, and a
$158 million non-cash income tax benefit, Continental recorded a
net loss of $295 million ($2.28 diluted loss per share) for the
year.

For the fourth quarter of 2009, Continental reported a fourth
quarter net income of $85 million ($0.60 diluted earnings per
share).  Excluding $77 million of previously announced special
charges, and a $158 million non-cash income tax benefit,
Continental recorded a fourth quarter net income of $4 million
($0.03 diluted earnings per share).

Total revenue for the fourth quarter of 2009 was $3.2 billion, a
decrease of 8.3% compared to the same period in 2008.  Passenger
revenue for the fourth quarter fell 9.5% ($296 million) compared
to the same period in 2008 due to lower yields.

Full-year 2009 and fourth-quarter results continued to be
adversely affected by declines in high yield traffic due to the
global recession.

"My co-workers have done a superb job working through enormous
challenges in 2009, while providing the best customer service and
product in the business," said Jeff Smisek, Continental's
chairman, president and chief executive officer.  "While we are
seeing some business traffic increasing, we likely have a long and
slow road to recovery.  We remain focused on achieving and
maintaining profitability."

Continental's employees earned a total of $3 million in cash
incentives for on-time performance during the quarter.  The
company recorded a U.S. Department of Transportation on-time
arrival rate of 77.2% and a systemwide mainline segment completion
factor of 99.4% during the quarter.

Continental Airlines joined Star Alliance in the fourth quarter of
2009, providing significantly improved benefits to customers
including access to the world's largest airline network and
reciprocal frequent flier and airport lounge benefits with Star
Alliance's 25 other member airlines around the world.

Continental ended the fourth quarter with $2.86 billion in
unrestricted cash and short-term investments.

During the fourth quarter, Continental completed the sale of
$644 million of enhanced equipment trust certificates to be
secured by a total of 19 owned aircraft.   A portion of the
proceeds from the sale of the certificates will be used to finance
the company's purchase of nine new Boeing 737-800 and two Boeing
777 aircraft and the remainder of the proceeds will be used for
general corporate purposes.  The funds are expected to be received
in the first half of 2010.

Also in the fourth quarter, the company issued $230 million of
4.5% convertible debt.  The notes mature on Jan. 15, 2015, and are
convertible into Continental's common stock at an initial
conversion price of approximately $19.87 per share.

During 2009, Continental took a number of steps to strengthen its
cash balance and competitive position, and continued to
distinguish itself from competitors.  Continental, among other
things:

     -- Raised approximately $1.7 billion through the issuance of
        enhanced equipment trust certificates, other new secured
        borrowings, convertible debt and common stock.

     -- Inaugurated daily nonstop service between New York and
        Shanghai, linking the world's leading financial center and
        top business and tourism destination with China's center
        for finance and trade. In addition, Continental began
        daily nonstop service between its Houston hub and
        Frankfurt and between Houston and Rio de Janeiro.

     -- Took delivery of 13 Boeing 737-900ER and three leased
        Boeing 757-300 aircraft.  In addition, the company removed
        from service 20 Boeing 737-300 aircraft and eight Boeing
        737-500 aircraft.

     -- Delivered solid operational performance, operating 101
        days without a single mainline flight cancellation.  The
        company recorded a DOT mainline segment completion factor
        of 99.5% and a systemwide on-time arrival rate of
        78.8% for the year.

     -- Rated as the top airline on FORTUNE magazine's World's
        Most Admired Airline on its 2009 list of World's Most
        Admired Companies for the sixth consecutive year.

     -- Became the first commercial carrier to successfully
        demonstrate the use of sustainable biofuel to power an
        aircraft in North America.

     -- Paid employees $25 million ($595 per employee) in cash
        incentive payments for monthly on-time performance.

     -- Contributed $176 million to its defined benefit pension
        plans.  In addition, the company contributed $34 million
        to its defined benefit pension plans in January 2010.
        Since the beginning of 2002, Continental has contributed
        approximately $1.8 billion to its defined benefit pension
        plans.

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4e9b

A full-text copy of the Company's investor update is available at
no charge at http://ResearchArchives.com/t/s?4e9c

                   About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,400 daily departures
throughout the Americas, Europe and Asia, serving 130 domestic and
132 international destinations.  Continental is a member of Star
Alliance, which provides access to more than 900 additional points
in 169 countries via 24 other member airlines.  With more than
41,000 employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with its regional partners,
carries roughly 63 million passengers per year.

Continental ended the third quarter of 2009 with $2.54 billion in
unrestricted cash, cash equivalents and short-term investments.
At September 30, 2009, Continental had $12.5 billion in total
assets against total current liabilities of $4.26 billion, long-
term debt and capital leases of $5.29 billion, deferred income
taxes of $180 million, accrued pension liability of $1.36 billion,
accrued retiree medical benefits of $241 million, and other
liabilities of $806 million; against stockholders' equity of
$446 million.

                       *     *     *

As reported by the Troubled Company Reporter on September 4, 2009,
Standard & Poor's Ratings Services lowered its issue-level ratings
on all senior unsecured debt of Continental to 'CCC+' from 'B-'
and revised the recovery ratings on certain unsecured debt issues,
excluding industrial revenue bonds, to '6' from '5'.  At the same
time, S&P affirmed its 'B' corporate credit rating and secured
debt ratings on Continental.

The ratings on Continental's unsecured debt are based principally
on declining aircraft values caused by the global aviation
downturn.  This could result in reduced asset protection for
unsecured creditors if Continental were to file for bankruptcy.

Continental continues to carry Moody's Investors Service's B2
corporate family and Fitch Ratings' 'B-' Issuer Default Rating and
'CC/RR6' from 'CCC/RR6' senior unsecured rating.


CONVERSION SERVICES: Peipert Resigns as EVP and Operations Head
---------------------------------------------------------------
Effective January 25, 2010, Glenn Peipert has resigned from the
positions of Executive Vice President and Chief Operating Officer
of Conversion Services International, Inc.  Mr. Peipert continues
to serve as a member on the Company's board of directors.

To the Company's knowledge, Mr. Peipert's resignation was not a
result of any disagreement relating to the Company's operations,
policies or practices.

                  About Conversion Services Int'l

Conversion Services International, Inc., and its wholly owned
subsidiaries are principally engaged in the information technology
services industry in these areas: strategic consulting, business
intelligence/data warehousing and data management to its customers
principally located in the northeastern United States.

CSI was formerly known as LCS Group, Inc.  In January 2004, CSI
merged with and into a wholly owned subsidiary of LCS. In
connection with this transaction, among other things, LCS changed
its name to "Conversion Services International, Inc."

As of September 30, 2009, CSI had total assets of $5,337,007
against total liabilities of $6,607,259 and Series A convertible
preferred stock of $1,393,332, resulting in a stockholders'
deficit of $2,663,584.

The Company has incurred net losses for the nine months ended
September 30, 2009, and the years ended December 31, 2004 through
2008, negative cash flows from operating activities for the nine
months ended September 30, 2009, and the years ended December 31,
2004 through 2008, and had an accumulated deficit of $72.1 million
at September 30, 2009.  The Company has relied upon cash from its
financing activities to fund its ongoing operations as it has not
been able to generate sufficient cash from its operating
activities in the past, and there is no assurance that it will be
able to do so in the future.  Due to this history of losses and
operating cash consumption, the Company cannot predict how long it
will continue to incur further losses or whether it will become
profitable again, or if the Company's business will improve.
These factors raise substantial doubt as to its ability to
continue as a going concern.


CORUS BANKSHARES: Franklin Resources Dumps Equity Stake
-------------------------------------------------------
Franklin Resources, Inc.; Charles B. Johnson; and Rupert H.
Johnson, Jr., disclosed that they no longer hold shares of Corus
Bankshares, Inc. common stock as of December 31, 2009.

Charles B. Johnson and Rupert H. Johnson, Jr. each own in excess
of 10% of the outstanding common stock of FRI and are the
principal stockholders of FRI.

Corus Bank, N.A., was the banking subsidiary of Chicago, Illinois-
based Corus Bankshares, Inc. (NASDAQ: CORS).  Corus Bank was
closed September 11, 2009, by regulators and the Federal Deposit
Insurance Corporation was named receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with MB Financial Bank, National Association, Chicago,
Illinois, to assume all of the deposits of Corus Bank.

As of June 30, 2009, Corus Bank had total assets of $7 billion and
total deposits of approximately $7 billion.  MB Financial Bank
will pay the FDIC a premium of 0.2 percent to assume all of the
deposits of Corus Bank.  In addition to assuming all of the
deposits of the failed bank, MB Financial Bank agreed to purchase
approximately $3 billion of the assets, comprised mainly of cash
and marketable securities.  The FDIC will retain the remaining
assets for later disposition.

Corus Bankshares has yet to file its Quarterly Report on Form 10-Q
for the quarter ending September 30, 2009.


DAYSTAR TECHNOLOGIES: Receives NASDAQ Delisting Notice
------------------------------------------------------
Santa Clara, California-based DayStar Technologies, Inc. (Nasdaq:
DSTI) develops solar photovoltaic products based on CIGS thin-film
deposition technology.

DayStar Technologies, Inc., on January 22, 2010, received a NASDAQ
Staff Determination Letter from The NASDAQ Stock Market.  The
NASDAQ Letter states the Company's common stock is subject to
delisting due to the Company's failure to hold its required annual
meeting for fiscal year 2009.

DayStar will request an appeal of the NASDAQ Staff's
determination.  NASDAQ has informed the Company that such request
and hearing process will stay further action to delist the
Company's securities from the NASDAQ Stock Market until such time
as the hearing procedures have concluded.

DayStar convened its Annual Shareholders Meeting January 20, 2010,
however the Company had to adjourn the meeting for lack of quorum.

The agenda for the adjourned meeting and the record date for the
shareholders entitled to vote at that meeting will be publicly
announced in the next few weeks.  The Company will also file a new
proxy statement, which will be mailed to shareholders as of the
new record date.  The Company encourages all shareholders to
participate in the next shareholder meeting.


DBSD NORTH: Accuses Dish of Bad Faith In Bankruptcy Appeal
----------------------------------------------------------
Law360 reports that DBSD North America Inc. has urged a district
judge to reject an attempt by Dish Network Corp., one of its
secured lenders, to overturn orders confirming DBSD's Chapter 11
reorganization plan and setting aside Dish's vote against the
plan.

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

In October 2009, Judge Gerber confirmed the Debtors' chapter 11
plan, but the plan can't take effect until the Debtors obtain
adequate exit financing.  DISH Network Corp. and Sprint Nextel
Corp. then took appeals from Judge Gerber's confirmation order to
the U.S. District Court for the Southern District of New York.

                     About DBSD North America

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

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


DEX ONE: Moody's Assigns Corporate Family Rating at 'B1'
--------------------------------------------------------
Moody's Investors Service assigned Dex One Corporation a B1
Corporate Family Rating and B1 Probability of Default Rating based
upon the company's proposed reorganized capital structure
following its emergence from Chapter 11 bankruptcy.  In addition,
Moody's assigned a B1 rating to the credit facilities of R.H.
Donnelley Inc. and Dex Media East LLC, a Ba3 rating to the credit
facility at Dex Media West LLC, a B3 rating to Dex's senior
subordinated notes due 2017, and a SGL-2 speculative grade
liquidity rating.  The rating outlook is stable.

Assignments:

Issuer: Dex One Corporation

  -- Corporate Family Rating, Assigned B1
  -- Probability of Default Rating, Assigned B1
  -- Senior Subordinated Notes, Assigned a B3, LGD6 - 95%
  -- Speculative Grade Liquidity Rating, Assigned SGL-2

Issuer: Dex Media East LLC.

  -- Senior Secured Bank Credit Facility, Assigned a B1, LGD3 -
     43%

Issuer: Dex Media West LLC

  -- Senior Secured Bank Credit Facility, Assigned a Ba3, LGD3 -
     42%

Issuer: R.H. Donnelley Inc.

  -- Senior Secured Bank Credit Facility, Assigned a B1, LGD3 -
     43%

Outlook Actions:

Issuers: Dex One Corporation, Dex Media East LLC, Dex Media West
LLC and R.H. Donnelley Inc.

  -- Outlook, Assigned Stable

The ratings are based on the company's Second Amended Plan of
Reorganization that was confirmed on January 12, 2010 and the
expectation that Dex will emerge from bankruptcy by the end of
January 2010.  According to the plan, the company's $9.6 billion
of pre-petition debt will be reduced by approximately $6.4 billion
through the elimination of approximately $6.0 billion of pre-
petition unsecured notes and a paydown from existing cash at
closing.  The senior secured pre-petition bank debt issued by
Dex's operating subsidiaries will be reinstated, DMW's pre-
petition senior noteholders will receive the new $300 million
senior subordinated notes, and the various noteholders will
receive all of the equity interest in the reorganized company
(subject to dilution for management incentive plans).  The credit
facility pricing spreads are being increased and the maturity
dates extended to October 2014.  In addition, drawdowns on the
pre-petition revolving credit facilities will be termed out and
consolidated into the new term loans at RHDI, DME and DMW.  Dex
and its subsidiaries voluntarily filed for bankruptcy protection
on May 29, 2009.

Dex's B1 CFR is driven by the significant cash flow and strong
EBITDA margins generated from a geographically diverse portfolio
of directory assets.  Moody's expects ongoing competition from
online and mobile directory service providers will continue to
pressure Dex's revenue and EBITDA base as consumers shift to more
digital search channels.  Moody's expects debt-to-EBITDA leverage
will increase from approximately 3.2x at close (pro forma LTM
9/30/09 incorporating Moody's standard adjustments) to a low to
mid 4x range in 2010 and 2011 due to the ongoing change in
consumer directory usage habits and the lingering effects of the
consumer led downturn on local advertising markets.  Moody's
anticipates Dex will utilize free cash flow largely to reduce debt
given the sizable required amortization, excess cash flow sweeps
in each credit facility, and a prohibition on dividends and share
repurchases in the new senior subordinated note indenture,
resulting in debt-to-EBITDA being maintained in a low-to-mid 4x
range.

The SGL-2 speculative grade liquidity rating reflects Dex's
ability to service its approximate $200 million of required debt
amortization from existing cash (approximately $125 million upon
emergence after funding all reorganization-related payments) and
approximately $420 million of projected free cash flow in 2010.
The strong free cash flow generation is aided by the significant
reduction in cash interest expense as a result of the
reorganization and is critical to liquidity and the B1 CFR due to
the absence of a revolver.  Moody's anticipates DMW, DME and RHDI
will have at least a 15% EBITDA cushion within the financial
maintenance covenants over the next 12-18 months.

Moody's utilized a one notch override to assign a Ba3 rating to
DMW's credit facility rather than the B1 implied outcome from the
quantitative notching model.  Moody's ranked the credit facilities
of DMW, DME and RHDI the same within the priority of claim
waterfall because the bank debt at each respective borrower is
secured by a pledge of all the assets at that entity and its
subsidiaries.  DMW's leverage is nevertheless expected to remain
approximately one turn lower than that of DME and RHDI and this
drives the one notch override.

The stable rating outlook reflects Moody's expectation that Dex
will maintain a good liquidity position supported by free cash
flow generation well in excess of its required debt amortization
and sustain debt-to-EBITDA leverage below 4.75x.

Moody's last rating action for Dex was on May 29, 2009, when the
PDR was lowered to D from Ca/LD, the CFR was lowered to Ca from
Caa2, and the various debt instrument ratings were downgraded
following the company's announcement that it had filed a voluntary
petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code.  Moody's subsequently withdrew the pre-petition
ratings on June 4, 2009.

Dex'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 Dex's core industry and
believes Dex's ratings are comparable to those of other issuers
with similar credit risk.

Dex, headquartered in Cary, North Carolina, is a local business
marketing services company that includes print directories and
online voice and mobile search.  Revenue was approximately
$2.3 billion for the LTM period ended September 30, 2009.


DIGICEL GROUP: Haiti Catastrophe Won't Affect Moody's 'B1' Rating
-----------------------------------------------------------------
Moody's Investors Service says the ratings of Digicel Group
Limited and Digicel Limited are not likely to be affected despite
the catastrophic effects on Haiti following the earthquake that
struck the country on January 12, 2010, given the company's large
scale and financial flexibility to manage the restoration efforts.

The most recent rating action for DGL and DL was on November 23,
2009, when the rating agency assigned B1 to the company's new
notes.

Incorporated in Hamilton, Bermuda, Digicel is the largest provider
of wireless telecommunication services in the Caribbean.


DRAGON PHARMA: CEO Wants to Take Company Private, Buy All Shares
----------------------------------------------------------------
Dragon Pharmaceutical Inc. said that in a letter dated January 15,
2010, Yanlin Han, Chairman and CEO of the Company, has made a non-
binding proposal to acquire all of the outstanding shares of
Dragon Pharma for a price of $0.80 per share.  Dragon's common
stock quoted on OTCBB and traded on Toronto Stock Exchange closed
at $0.60 per share and at CAD $0.63 per share, respectively, on
January 22, 2010.

Dragon Pharma said in a news release Mr. Han is the largest
shareholder of the Company owning 37.95% of the total outstanding
shares.

In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Mr. Han said he beneficially owns an aggregate of
26,753,741 Company shares, with such number including options to
purchase 1,300,000 Shares, representing 39.1% of the outstanding
class of the Company's securities.

Mr. Han's letter indicates that his proposal is conditioned upon
satisfactory completion of due diligence, negotiation of
definitive transaction documents, receipt of the requisite
financing commitments and receipt of necessary board approval.
The Board of Directors of the Company has established a special
committee of independent directors consisting of Peter Mak,
Chairman, and Drs. Li and Frey to act on behalf of Dragon Pharma
with respect to consideration of the proposal and other strategic
alternatives.

The process of considering the proposal is only in its initial
stages and consequently no decision has been made by the special
committee of the Board in respect of Dragon Pharma's response, if
any, to the proposal. Shareholders are not being asked to take any
action with respect to the proposal at this time. There can be no
assurance that the proposed transaction or any other transaction
will be acted upon, approved or completed.

                    About Dragon Pharmaceutical

Vancouver, Canada-based Dragon Pharmaceutical Inc.(TSX: DDD;
OTCBB: DRUG) -- http://www.dragonpharma.com/-- manufactures and
distributes a broad line of antibiotic products including
Clavulanic Acid, an API to combine with Amoxicillin to fight
resistance, and 7-ACA, a key intermediate to produce cephalosporin
antibiotics, and formulated cephalosporin antibiotic drugs.

                           Going Concern

As of September 30, 2009, the Company had total assets of
$167,505,000 against total liabilities of $104,432,000, resulting
in stockholders' equity of $63,073,000.  The September 30 balance
sheet showed strained liquidity: The Company had total current
assets of $47,638,000 against total current liabilities of
$84,034,000.

As of September 30, 2009, the Company had outstanding short-term
loans (less than one year term) totaling $25.74 million.  The
Company believes that it will be successful in renegotiating loans
based on the assumption that the Company has enhanced its ability
to generate additional cash flow from its operation since the
loans were originally entered into, even though there is no
assurance of renewing the loans.

The Company said it has developed and is implementing a plan to
decrease its debt and increase its working capital which will
allow the Company to continue operations.  The Company plans to
seek additional equity through the conversion of some of its
liabilities and expects to raise funds through private placements
in order to support existing operations and expand the range and
scope of its business.  The Company has also significantly
increased production levels, which is expected to generate
additional cash flow.  In addition, the Company intends to
continue to renegotiate and extend loans, as required, when they
become due, as has been done in the past.

"There is no assurance that additional funds will be available for
the Company on acceptable terms, if at all, or that the Company
will be able to renegotiate and extend the loans.  If adequate
funds are not available or not available on acceptable terms or
the Company is unable to renegotiate or extend its loans, the
Company may be required to scale back or abandon some activities.
Management believes that actions presently taken provide the
opportunity for the Company to continue as a going concern.  The
Company's ability to achieve these objectives cannot be determined
at this time. These conditions raise substantial doubt about the
Company's ability to continue as a going concern," the Company
said.

On October 9, 2009, Dragon Pharmaceutical decided not to reappoint
Ernst & Young LLP as independent accountant for the year ending
December 31, 2009.


DE LA MANCHA: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: De La Mancha Developers, LLC
        1920 SE 145th Street
        Summerfiels, FL 34491

Bankruptcy Case No.: 10-00513

Chapter 11 Petition Date: January 26, 2010

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

Debtor's Counsel: Thomas W. Cartwright, Esq.
                  Law Office of Thomas W Cartwright
                  108 North Magnolia Avenue, Suite 318
                  Ocala, FL 34475-6644
                  Tel: (352) 620-9800
                  Fax: (352) 620-9805
                  Email: tcartwright@embarqmail.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 $4,500,000,
and total debts of $3,988,916.

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

            http://bankrupt.com/misc/flmb10-00513.pdf

The petition was signed by Vincente Rodriquez Garcia, managing
member of the Company.


ERICKSON RETIREMENT: Bank Lenders Assert Lien on Deposits
---------------------------------------------------------
According to an article by Eric Morath posted at The Wall Street
Journal's Bankruptcy Beat, Erickson Retirement Communities LLC's
banks say they should hold a lien against deposits elderly
residents made to ensure their continuing care.  According to the
article, Bank of America, Wells Fargo & Co. and other lenders are
balking at an attempt by the company's creditors to put those
funds out of the banks' reach.  The lenders say that loan
agreements entitle them to any cash proceeds, including the
deposits, generated from the property that secures their loans.

The article explains the loans "funded the construction of the
very same units the residents pay initial entrance deposits to
occupy," Bank of America said in court papers.

According to the article, the creditors say the deposits are not
subject to bank liens because they are part of the agreement that
allows a resident to receive continuing care from the company.  A
court hearing on the matter is scheduled for next week.

The article notes that when new residents move into one of
Erickson's 20 retirement communities, they make an initial
entrance deposit that allows them to occupy a unit in the complex.
The deposits are sizable, typically between $100,000 and $600,000,
and are often paid for with the proceeds from the sale of the
resident's former home, according to court papers.  Erickson, on
average, collects $13.4 million in such deposits per month.  The
deposits, less unpaid care and services bills, are refunded to
residents when they leave the community or to their heirs upon
death.

                      About Erickson Retirement

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

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

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

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


ERNIE LEE JACOBSEN: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Ernie Lee Jacobsen and Donna Jean Jacobsen filed with the U.S.
Bankruptcy Court for the Northern District of Mississippi amended
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $12,685,000
  B. Personal Property            $2,598,881
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $11,057,418
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $267,099
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $5,194,173
                                 -----------      -----------
        TOTAL                    $15,283,881      $16,518,690

Ernie Lee Jacobsen and Donna Jean Jacobsen filed for Chapter 11
bankruptcy protection on October 29, 2009 (Bankr. N.D. Miss. Case
No. 09-15667).  Craig M. Geno, Esq., at Harris Jernigan & Geno,
PLLC, assists the Jacobsens in its restructuring effort.


ERNIE LEE JACOBSEN: U.S. Trustee Forms 3-Member Creditors Panel
---------------------------------------------------------------
R. Michael Bolen, the U.S. Trustee for Region 5, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 case of Ernie Lee Jacobsen and Donna Jean Jacobsen.

The Creditors Committee members are:

1. Hardmark Land Company, Inc.
   Van Eberhard
   P.O. Box 70
   Oakland MS 38948
   Tel: (662) 609-0443

2. Bill Cunningham
   c/o Larry Ball, Esq.
   100 N. Broadway, Suite 2900
   Oklahoma City, OK 73102
   Tel: (405) 553-2828
   Fax: (405) 553-2855

3. Barnes, McGee and Associates, P.A.
   c/o Harris H. Barnes, III, Esq.
   5 River Bend Place, Ste. A
   Flowood MS 39232
   Tel: (601)981-6336
   Fax: (601)981-7075

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.

Ernie Lee Jacobsen and Donna Jean Jacobsen filed for Chapter 11
bankruptcy protection on October 29, 2009 (Bankr. N.D. Miss. Case
No. 09-15667).  Craig M. Geno, Esq., at Harris Jernigan & Geno,
PLLC, assists the Jacobsens in its restructuring effort.  The
joint debtors listed assets of $15,283,881 and debts of
$16,518,690 in their schedules.


FAIRPOINT COMMS: Mediation With MPUC on Rebate Commences
--------------------------------------------------------
At the behest of the Maine Public Utilities Commission, Judge
Burton Lifland of the United States Bankruptcy Court for the
Southern District of New York amended the Court's January 12, 2010
Order referring to the directed mediation with respect to the
Debtors' motion to compel MPUC to comply with the Stay Order and
its related issues.

Representing the MPUC, Robert J. Keach, Esq., at Bernstein, Shur,
Sawyer & Nelson, P.A., in Portland, Maine, reminded the Court
that Rule 3.2 of the Mediation Rules of the U.S. Bankruptcy Court
of the Southern District of New York provides that "[a]
representative of each party should attend the mediation
conference, and must have complete authority to negotiate all
disputed amounts and issues."

Mr. Keach related that in deference to the Court's Mediation
Order and in order to provide a person with negotiating authority
within the limits of Maine law, the MPUC has appointed a member
of its regulatory staff as a representative to attend the
mediation and facilitate negotiation of a settlement of the
issues raised by the Debtors' Motion to Compel.

The representative appointed by the MPUC, however, has no ability
to bind the MPUC or its Commissioners to any settlement or
decision negotiated during the course of the mediation pursuant o
the Maine statutes, Mr. Keach noted.

The MPUC approval of any settlement recommended by the
representative would occur, if at all, only after notice and, to
the extent required by Section 1321, Chapter 35-A of the Maine
Revised Statutes Annotated, a public hearing, whereby the parties
and the advisory staff could take positions contrary to the
recommendation of the representative, Mr. Keach elaborated.  At
that public hearing, the Debtors are free to litigate the matter
consistent with MPUC regulations and all rights are reserved.

Section 1321, Chapter 35-A of the MRSA is a Maine statute that
governs modification of existing orders, Mr. Keach clarified.

Accordingly, upon consideration of the MPUC's request, the Court
issued a Consent Order amending the Mediation Order, providing
that:

  * The authority of the representative appointed by the MPUC to
    represent the MPUC in the mediation, to the extent
    inconsistent with Rule 3.2 of the Mediation Rules of the
    U.S. Bankruptcy Court for the Southern District of New
    York, insofar as Rule 3.2 requires that a representative of
    each party have complete authority to negotiate all disputed
    amounts and issues, will nonetheless be considered in
    compliance with the Mediation Order;

  * Nothing in the Mediation Order will be construed to require
    that the representative can bind the MPUC Commissioners to
    any negotiated settlement or to limit the MPUC
    Commissioners' authority to approve or reject any
    settlement, decision, or resolution recommended to it by its
    representative, after notice and hearing consistent with
    Maine law and rules and regulations of the MPUC; and

  * The clarifying amendment to the Mediation Order will not be
    construed to imply or determine whether the Court or the
    MPUC has primary or exclusive jurisdiction to authorize or
    approve any transaction or action that may be the subject of
    any settlement, or that the Debtors or other parties may
    propose.

                       Parties Stipulate

In compliance with the Court's recent Consent Order amending its
prior order referring the parties' dispute for mediation, the
Debtors and the MPUC stipulate that:

  (1) The Parties will conduct a mediation in Portland, Maine,
      on January 26, 2010, and February 1, 2010;

  (2) Jerrol A. Crouter of Drummond Woodsum & MacMahon will
      serve as the mediator;

  (3) The mediator will be compensated by the Parties for his
      services at a rate of $300 per hour;

  (4) The mediation will be conducted in accordance with the
      rules and procedures of the U.S. Bankruptcy Court for the
      Southern District of New York.

                  About FairPoint Communications

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

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

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

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


FAIRPOINT COMMS: Pulkkinen's Plea to Continue Action Denied
-----------------------------------------------------------
Karen Ann Pulkkinen asked Judge Lifland to lift the automatic stay
as to Debtor Northern New England Telephone Operations, LLC, dba
FairPoint New England NNE in order to continue to prosecute
pending action she commenced in the United States District Court
for the District of Maine against the Debtors.

For reasons stated on the record at a January 13, 2010 hearing,
Judge Lifland denied Karen Pulkkinen's Motion to Lift Stay.

Furthermore, Judge Lifland ordered that:

  (a) The Debtors will file a motion in the Civil Action
      requesting that the United States District Court for the
      District of Maine sever Ms. Pulkkinen's claims against the
      Debtors in the Civil Action;

  (b) If the Maine District Court enters an order severing all
      of Ms. Pulkkinen's claims against the Debtors, then Ms.
      Pulkkinen may continue to prosecute any claims she may
      have in the Civil Action against the remaining defendant
      Verizon New England Inc.; and

  (c) The Order is without prejudice to Ms. Pulkkinen's right to
      file a proof of claim against the Debtors in their Chapter
      11 cases.

                  About FairPoint Communications

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

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

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

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


FAIRPOINT COMMS: Schedules & Statements Due January 29
------------------------------------------------------
Judge Burton Lifland extends the time by which FairPoint
Communications Inc. and its units must file their Schedules of
Assets and Liabilities as well as their Statements of Financial
Affairs, through and including January 29, 2010.

                  About FairPoint Communications

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

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

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

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


FEDERAL-MOGUL: Deadline to Object to Claims Moved to June 27
------------------------------------------------------------
Federal-Mogul Corp. and its units sought and obtained an order
from Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware extending the period within which they may
object to proofs of claim or interest and any administrative
claims until June 27, 2010.

The Claims Objection Deadline and the Administrative Claims
Objection Deadline expired December 27, 2009.  The Debtors also
asked that the relief requested be without prejudice to their
right to seek further extensions of both deadlines.

James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, asserted that extending both Objection
Deadlines is necessary and in the best interests of the Debtors
and their bankruptcy estates because the Debtors have received
more than 11,000 proofs of claim, as well as a number of purported
administrative claims filed in early 2008.  Since the last request
for extensions of the Objection Deadlines, the Debtors have filed
two additional omnibus claims objections, which collectively
covered 15 unsecured claims against the estates.  Several claims
of the Internal Revenue Service have also been withdrawn during
this period.

As a result of the Debtors' efforts, there are few prepetition
claims that remain outstanding and unresolved against the estates,
Mr. O'Neill disclosed.  He related that certain of those claims
have been objected to and the objections have been consensually
continued as they relate to three claims of American International
Group, Inc.  The Debtors have asked for additional documentation
from AIG.

Another claims objection, against the prepetition claims of Pepsi
Americas, Inc., remains under advisement with the Court following
briefing and argument, Mr. O'Neill also revealed.  He added that
several other outstanding claims are the subject of ongoing
settlement discussions, which the Debtors are hopeful will result
in consensual resolutions.

The Debtors have made similar progress in reviewing and addressing
Administrative Claims, and the overwhelming majority of claims
received postpetition are claims that have been or will be
satisfied in the ordinary course of the Debtors' business, like
claims of state taxing authorities or postpetition vendor claims,
Mr. O'Neill informed the Court.  Those claims, he asserted, were
not subject to the Administrative Claims Bar Date, and have been
or will be addressed by the Debtors in accordance with their
customary business practices, without the filing of objections
with the Court.

Even with the Debtors' efforts, there remain certain
Administrative Claims that need to be addressed, and the Debtors
are attempting to resolve the claims consensually where possible,
and to prepare objections to the claims where a consensual
resolution is not possible, Mr. O'Neill argued.  He explained that
absent the relief sought, the Debtors will be required to prepare
and file multiple objections to pending Claims and Administrative
Claims, which would require a considerable expenditure of
resources and would inevitably prove disruptive to ongoing efforts
to reach consensual resolutions of those claims.

                      About Federal-Mogul

Federal-Mogul Corporation -- http://www.federalmogul.com/-- is a
global supplier of powertrain and safety technologies, serving the
world's foremost original equipment manufacturers of automotive,
light commercial, heavy-duty, agricultural, marine, rail, off-road
and industrial vehicles, as well as the worldwide aftermarket.
The company's leading technology and innovation, lean
manufacturing expertise, as well as marketing and distribution
deliver world-class products, brands and services with quality
excellence at a competitive cost.  Federal-Mogul is focused on its
sustainable global profitable growth strategy, creating value and
satisfaction for its customers, shareholders and employees.
Federal-Mogul was founded in Detroit in 1899.  The company is
headquartered in Southfield, Michigan, and employs nearly 39,000
people in 36 countries.

The Company filed for Chapter 11 protection on October 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represented the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $10.15 billion in assets and $8.86 billion
in liabilities.  Federal-Mogul Corp.'s U.K. affiliate, Turner &
Newall, is based at Dudley Hill, Bradford.  Peter D. Wolfson,
Esq., at Sonnenschein Nath & Rosenthal; and Charlene D. Davis,
Esq., Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The
Bayard Firm represented the Official Committee of Unsecured
Creditors.

The Debtors' Fourth Amended Plan was confirmed by the Bankruptcy
Court on November 8, 2007, and affirmed by the District Court on
November 14, 2007.  Federal-Mogul emerged from Chapter 11 on
December 27, 2007.  (Federal-Mogul Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

As reported by the TCR on June 5, 2009, Standard & Poor's Ratings
Services said it has lowered its corporate credit rating on
Federal-Mogul Corp. to 'B+' from 'BB-'.  S&P also lowered the
ratings on the company's senior secured debt; the recovery ratings
are unchanged.  The outlook is negative.  "The ratings reflect
Federal-Mogul's weak business risk profile as
a major participant in the highly competitive global auto
industry, and its aggressive financial risk profile," S&P said.


FEDERAL-MOGUL: FMC & USW Agree to Revised Pact for Van Wert Unit
----------------------------------------------------------------
United Steelworkers Local 14742 in Van Wert, Ohio, has accepted
for the second time a proposed contract from Federal-Mogul
Corporation, The Times Bulletin reported on November 16, 2009.

The new contract is a four-year deal that replaces USW's old one
that would have expired on November 8.  Due to a misunderstanding
on the wages' effective dates, a second vote became necessary.
The Union's local president, Pat Herman, has told the Times that
the workers' attitude toward the deal did not change much with the
second balloting.

According to the Times, Mr. Herman noted that parties have worked
toward a suitable deal that would keep the Van Wert plant
operating.  Among the key issues was health care coverage.

"We did come out of this without as good of an insurance benefit
as we had," said Mr. Herman was quoted by the Times.  "But we were
able to get some wages over the life of the contract to try to
help offset part of that.  Hopefully for the long-term of the
factory for everybody's sake, it's a package that is fair to both
sides that will keep the plant open for a long time," he
continued.

                      About Federal-Mogul

Federal-Mogul Corporation -- http://www.federalmogul.com/-- is a
global supplier of powertrain and safety technologies, serving the
world's foremost original equipment manufacturers of automotive,
light commercial, heavy-duty, agricultural, marine, rail, off-road
and industrial vehicles, as well as the worldwide aftermarket.
The company's leading technology and innovation, lean
manufacturing expertise, as well as marketing and distribution
deliver world-class products, brands and services with quality
excellence at a competitive cost.  Federal-Mogul is focused on its
sustainable global profitable growth strategy, creating value and
satisfaction for its customers, shareholders and employees.
Federal-Mogul was founded in Detroit in 1899.  The company is
headquartered in Southfield, Michigan, and employs nearly 39,000
people in 36 countries.

The Company filed for Chapter 11 protection on October 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represented the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $10.15 billion in assets and $8.86 billion
in liabilities.  Federal-Mogul Corp.'s U.K. affiliate, Turner &
Newall, is based at Dudley Hill, Bradford.  Peter D. Wolfson,
Esq., at Sonnenschein Nath & Rosenthal; and Charlene D. Davis,
Esq., Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The
Bayard Firm represented the Official Committee of Unsecured
Creditors.

The Debtors' Fourth Amended Plan was confirmed by the Bankruptcy
Court on November 8, 2007, and affirmed by the District Court on
November 14, 2007.  Federal-Mogul emerged from Chapter 11 on
December 27, 2007.  (Federal-Mogul Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

As reported by the TCR on June 5, 2009, Standard & Poor's Ratings
Services said it has lowered its corporate credit rating on
Federal-Mogul Corp. to 'B+' from 'BB-'.  S&P also lowered the
ratings on the company's senior secured debt; the recovery ratings
are unchanged.  The outlook is negative.  "The ratings reflect
Federal-Mogul's weak business risk profile as
a major participant in the highly competitive global auto
industry, and its aggressive financial risk profile," S&P said.


FEDERAL-MOGUL: To Hold Call on 2009 Results on Feb. 23
------------------------------------------------------
Federal-Mogul Corporation said in a statement released Jan. 21,
2010, that its fourth quarter and full-year 2009 financial results
conference call and audio Web cast will be held on February 23,
2010, at 10:00 a.m., Eastern Standard Time.

To participate in the call, Federal-Mogul advised interested
parties to call:

    Domestic calls: 888-713-4216
    International calls: 617-213-4868
    Pass code I.D. # 72445960

To facilitate rapid connection the morning of the call, Federal-
Mogul advised parties to pre-register at:

https://www.theconferencingservice.com/prereg/key.process?key=PPBN
QJLLQ

The live audio Web cast will be available on February 23, 2010, in
the Investor Relations section of Federal-Mogul's corporate Web
site at http://www.federalmogul.com

An audio replay of the call will be available two hours following
the call and will be accessible until March 23, 2010 at:

    Domestic calls: 888-286-8010
    International calls: 617-801-6888
    Pass code I.D. # 95300342

The fourth quarter press release can be downloaded on Feb. 23,
2010, at http://federalmogul.mediaroom.com

                      About Federal-Mogul

Federal-Mogul Corporation -- http://www.federalmogul.com/-- is a
global supplier of powertrain and safety technologies, serving the
world's foremost original equipment manufacturers of automotive,
light commercial, heavy-duty, agricultural, marine, rail, off-road
and industrial vehicles, as well as the worldwide aftermarket.
The company's leading technology and innovation, lean
manufacturing expertise, as well as marketing and distribution
deliver world-class products, brands and services with quality
excellence at a competitive cost.  Federal-Mogul is focused on its
sustainable global profitable growth strategy, creating value and
satisfaction for its customers, shareholders and employees.
Federal-Mogul was founded in Detroit in 1899.  The company is
headquartered in Southfield, Michigan, and employs nearly 39,000
people in 36 countries.

The Company filed for Chapter 11 protection on October 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represented the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $10.15 billion in assets and $8.86 billion
in liabilities.  Federal-Mogul Corp.'s U.K. affiliate, Turner &
Newall, is based at Dudley Hill, Bradford.  Peter D. Wolfson,
Esq., at Sonnenschein Nath & Rosenthal; and Charlene D. Davis,
Esq., Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The
Bayard Firm represented the Official Committee of Unsecured
Creditors.

The Debtors' Fourth Amended Plan was confirmed by the Bankruptcy
Court on November 8, 2007, and affirmed by the District Court on
November 14, 2007.  Federal-Mogul emerged from Chapter 11 on
December 27, 2007.  (Federal-Mogul Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

As reported by the TCR on June 5, 2009, Standard & Poor's Ratings
Services said it has lowered its corporate credit rating on
Federal-Mogul Corp. to 'B+' from 'BB-'.  S&P also lowered the
ratings on the company's senior secured debt; the recovery ratings
are unchanged.  The outlook is negative.  "The ratings reflect
Federal-Mogul's weak business risk profile as
a major participant in the highly competitive global auto
industry, and its aggressive financial risk profile," S&P said.


FILENE'S BASEMENT: Plan Confirmed; To Begin Initial Distribution
----------------------------------------------------------------
Alan Cohen, Chairman of Abacus Advisors LLC, on Tuesday announced
that FB Liquidating Estate (formerly known as Filene's Basement,
Inc.) confirmed its Chapter 11 plan and will soon make an initial
distribution to unsecured creditors of the bankrupt retailer.

Filene's Basement's trade name, leases and other assets were sold
to an affiliate of Syms Corp. (Nasdaq: SYMS) in June for
approximately $64 million.

Abacus' announcement follows the confirmation of the Joint Plan of
Liquidation of FB Liquidating Estate by Judge Mary F. Walrath in
the U.S. Bankruptcy Court for the District of Delaware.

"In the coming months, we expect to make additional distributions
that will ultimately result in the payment of 100% of secured,
administrative and priority claims, and 75% or more for the
$57.0 million in general unsecured claims," said Cohen, who with
the assistance of Abacus Advisors, has been acting as Filene's
Chief Restructuring Officer since March 30 of this year.  "These
latest developments, coupled with the Syms acquisition, point to a
gratifying outcome in this case.  Working with all key
stakeholders, we were able to maximize recoveries for unsecured
creditors while keeping an iconic name in off-price retailing
alive and preserving the jobs of the majority of Filene's
employees."

Filene's Basement voluntarily filed for protection under Chapter
11 of the U.S. Bankruptcy Code on May 4, 2009.  The Syms affiliate
acquired substantially all of the company's assets on June 18,
2009, under a transaction executed under Section 363 of the
Bankruptcy Code, buying leases for 23 Filene's store locations and
a distribution center, along with inventory, fixed assets and
equipment at those locations, as well as certain Filene's
contracts, intellectual property, trade names and related assets.
Syms currently operates Filene's Basement locations in nine
eastern and Midwestern states and the District of Columbia.

Questions about unsecured claims should be directed to Steve
Goldstein, Corporate Secretary of FB Liquidating Estate, at
stevegoldstein@dswinc.com., or to:

   Laura Davis Jones, Esq.            Lawrence Gottlieb, Esq.
   Pachulski Stang Ziehl & Jones LLP  Cooley Godward Kronish LLP
   919 North Market Street,           1114 Avenue of the Americas
   17th floor                         New York, NY 10036-7798
   Wilmington, DE 19899-8705          212-479-6000
   302-652-4100                       Attorneys for the
   Attorneys for the Debtors          Creditors' Committee

                       About Abacus Advisors

Abacus Advisors -- http://www.abacusadvisors.com/-- is one of the
most experienced turnaround and restructuring firms in the United
States.  The Closter, N.J.-based firm assists companies of all
sizes with comprehensive operational turnarounds, Chapter 11
reorganizations, business wind-downs, real estate dispositions,
and out-of-court restructurings. Founded in 1999, the firm also
has offices in metro Chicago and Boca Raton.

                      About Filene's Basement

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22 on
May 4, 2009, (Bankr. D. Del. Case No. 09-11525).  James E.
O'Neill, Esq., Laura Davis Jones, Esq., Mark M. Billion, Esq.,
Michael Seidl, Esq., and Timothy P. Cairns, Esq. at Pachulski
Stang Ziehl & Jones LLP, represented the Debtors in their
restructuring effort.  Epiq Bankruptcy Solutions serves as claims
and notice agent.  The Debtors listed $50,000,001 to $100,000,000
in assets and $100,000,001 to $500,000,000 in debts.

The Debtor is now formally named FB Liquidating Estate, following
the sale of all of its assets to Syms Corp. in June 2009.


FONTAINEBLEAU LV: Court OKs Kasowitz's $1.3MM in Fees
-----------------------------------------------------
The Bankruptcy Court has granted the first interim fee
applications of these professionals retained in Fontainebleau Las
Vegas' bankruptcy cases for the period from June 11 through
October 31, 2009:

A. Debtors

Professional                    Period        Fees     Expenses
------------                    ------        ----     --------
Kasowitz, Benson, Torres &    06/10/2009-  $1,305,370   $54,930
Friedman LLP                  09/30/2009

MarcumRachlin, a              08/17/2009-    $13,772      $0
division of Marcum LLP        10/31/2009

B. Official Committee of Unsecured Creditors

Professional                    Period        Fees     Expenses
------------                    ------        ----     --------
Fox Rothschild LLP            06/22/2009-   $194,070    $5,403
                               10/31/2009

Genovese, Joblove &           06/11/2009-    $52,643    $4,500
Battista, P.A.                10/31/2009

                   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: DWI Holdings Wants to Sell Inventory
------------------------------------------------------
DWI Holdings, Inc., asks the Court for an order authorizing it to
sell certain inventory made for Fontainebleau Las Vegas.

The Debtors contracted with DWI to manufacture a variety of bed
sheets, shams and pillowcases for the casino and hotel project in
Las Vegas.

Certain of the items were patterned specifically for the Debtors
and in which the Debtor may hold certain design, copyright or
other proprietary interests -- the "Patterned Inventory."

The Patterned Inventory was manufactured to the Debtors'
specifications for delivery in July 2009 pursuant to Debtors'
purchase order.  DWI currently holds $369,425 of Patterned
Inventory for the Debtors in a warehouse in Las Vegas.

Based on the purchase order, the Debtors scheduled DWI as a
creditor of the Debtors with a $1,392,921 claim.

DWI seeks the authority to sell the Patterned Inventory for the
best available price in order to mitigate its damages.  DWI says
the sale of the Patterned Inventory will reduce DWI's storage
costs and DWI will credit its receipts from the sale first against
the costs of sale and then against its claim against the Debtors.

The Debtors did not schedule any design, copyright or other
proprietary interest in the Patterned Inventory, and DWI does not
believe that any interest, if one exists, has anything more than
nominal value to Debtor.  The Debtors have also not paid and have
not requested delivery of the Patterned Inventory, DWI says.

                   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)


FULTON HOMES: Reorganization Plan Faces Opposition from Bank Group
------------------------------------------------------------------
Edward Gately at East Valley Tribune says Fulton Homes Corp. said
it's facing opposition to its plan of reorganization from several
banks -- including Bank of America, JP Morgan Chase, and Wachovia
-- that are owned 98% of the company's outstanding debt.  The
company criticized the banks for prolonging the case and being
uncooperative.

The bank group's representative, Snell & Wilmer Law Offices, said
the company needs to agree to repay a $164 million loan that it
borrowed from the banks, Mr. Gately says.

Fulton Homes Corporation -- http://www.fultonhomes.com-- is a
Tempe, Arizona-based homebuilder.  The Company filed for Chapter
11 protection on January 27, 2009 (Bankr. D. Ariz. Case No. 09-
01298).  Mark W. Roth, Esq., at Shughart Thomson & Kilroy PC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed assets
and debt between $100 million and $500 million each.


GENERAL GROWTH: 49 Debtors Emerge, Plan Declared Effective
----------------------------------------------------------
Forty-nine affiliates of General Growth Properties, Inc., exit
Chapter 11 protection on January 12, 14, 15, 20, 21 and 22, 2010.

Fifteen Plan Debtors that emerged from bankruptcy as of
January 12, 2010, are:

* Bay City Mall Associates L.L.C.
* Boise Town Plaza L.L.C.
* BTS Properties L.L.C.
* Eagle Ridge Mall, Inc.
* Eagle Ridge Mall, L.P.
* ER Land Acquisition L.L.C.
* Gateway Crossing L.L.C.
* GGP-Bay City One, Inc.
* GGP-Moreno Valley, Inc.
* GGP-UC L.L.C.
* HMF Properties, LLC
* Ho Retail Properties I Limited Partnership
* Hulen Mall, LLC
* Prince Kuhio Plaza, Inc.
* Woodbridge Center Property LLC

Eight Plan Debtors that emerged from bankruptcy as of January 14,
2010, are:

* Country Hills Plaza, LLC
* GGP-Lakeview Square Inc.
* Grand Traverse Mall Holding, Inc.
* Grand Traverse Mall Partners, L.P.
* Lakeview Square Limited Partnership
* North Star Mall, LLC
* NSMJV, LLC
* Rouse-Orlando, LLC

Fox River Shopping Center, LLC emerged from bankruptcy as of
January 15, 2010.

Eight Plan Debtors that emerged from bankruptcy as of January 20,
2010, are:

* Boulevard Associates
* Boulevard Mall I LLC
* Boulevard Mall II LLC
* Boulevard Mall Inc.
* Eastridge Shopping Center L.L.C.
* GGP-Steeplegate, Inc.
* Lincolnshire Commons, LLC
* Oglethorpe Mall L.L.C.

Five Plan Debtors that emerged from bankruptcy as of January 21,
2010, are:

* Fallbrook Square Partners Limited Partnership
* Fallbrook Square Partners, L.L.C.
* River Hills Land, LLC
* River Hills Mall, LLC
* Sooner Fashion Mall L.L.C.

Twelve Plan Debtors that emerged from bankruptcy as of
January 22, 2010, are:

* Gateway Overlook Business Trust
* Gateway Overlook II Business Trust
* GGP Ala Moana Holdings L.L.C.
* GGP Ala Moana L.L.C.
* GGP Kapiolani Development L.L.C.
* GGP-Four Seasons L.L.C.
* Kapiolani Condominium Development, LLC
* Kapiolani Retail, LLC
* Orem Plaza Center Street, LLC
* Park Mall L.L.C.
* Park Mall, Inc.
* PDC Community Centers L.L.C.

The Plan Debtors' Joint Plan of Reorganization is deemed effective
as of January 12, 14, 15, 20, 21 and 22, 2010.  Each of the
conditions precedent to consummation of the Plan have been
satisfied or waived in accordance with the Plan, General Growth's
counsel, James H.M. Sprayregen, P.C., at Weil, Gotshal & Manges
LLP, in New York, told the Court.

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

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

The order confirming the Plan on December 15, 2009, the second
order confirming the Plan on December 23, 2009, and the third
order confirming the Plan on January 20, 2010, and the Plan
establish certain deadlines by which holders of Claims must take
certain actions.

Full-text copies of the Confirmation Orders dated December 15, and
23, 2009 and January 20, 2010 are available for free at:

  * http://bankrupt.com/misc/ggp_Dec15ConfirmationOrder.pdf
  * http://bankrupt.com/misc/ggp_Dec23ConfOrd.pdf
  * http://bankrupt.com/misc/ggp_Jan20ConfOrder.pdf

                  About General Growth Properties

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  About General Growth Properties

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

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

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


GENERAL MOTORS: APS Services Incurs $11.8MM in Fees for Sept-Nov
----------------------------------------------------------------
APS Services, LLC, as the Debtors' crisis managers, submitted with
the Court a report summarizing its services rendered, compensation
received, expenses incurred and professional fees received in
connection with its engagement with the Debtors in these Chapter
11 cases for the period from September 1 through November 30,
2009.

The firm has incurred $11,863,362 in fees and $825,744 during the
period.

A full-text copy of APS' compensation and expenses summary is
available for free at:

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

                       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: Fee Examiner Gets Nod to Hire G&K as Counsel
------------------------------------------------------------
Brady C. Williamson, as fee examiner in General Motors Corp.'s
cases, sought and obtained the Court's authority to employ, nunc
pro tunc to December 28, 2009, Godfrey & Kahn, S.C., as his
counsel.

As fee examiner, Mr. Williamson will "review and prepare
appropriate reports with respect to applications for allowances of
compensation and reimbursement of expenses filed by retained
professionals."

Mr. Williamson relates that G&K, the firm with which he has long
been associated, "is the best qualified and most cost-effective
professional" to support him in his review of fee and expense
requests.  G&K has provided, and can provide, high-quality
bankruptcy services to its clients in a timely and cost-effective
manner, he adds.

"From the inception of these cases through December 23, 2009, it
appears the [Debtors'] retained professionals have submitted
applications for fees and expenses in excess of $36.2 million,"
Mr. Williamson notes.  Accordingly, he says, G&K will augment his
ability as Fee Examiner to properly and efficiently analyze a
large volume of fee and expense requests within appropriate time
frames.

As counsel to the Fee Examiner, G&K will:

   (a) review fee applications and invoices filed in the Debtors'
       cases for compliance with the applicable provisions of the
       Bankruptcy Code, the Bankruptcy Rules, the U.S. Trustee
       Guidelines, and the Local Rules and Orders of the Court;

   (b) assist the Fee Examiner in appearing at hearings;

   (c) assist the Fee Examiner with legal issues raised by
       inquiries to and from retained professionals and any
       other professional services provider retained by the
       Fee Examiner;

   (d) where necessary, attend meetings between the Fee Examiner,
       Provider, and the Retained Professionals;

   (e) assist the Fee Examiner with the preparation of periodic
       reports with respect to additional subjects regarding
       professional fees and expenses;

   (f) assist the Fee Examiner in developing protocols and making
       reports and recommendations; and

   (g) perform other services as the Fee Examiner may request.

These professionals at G&K will be paid in accordance with these
hourly rates:

   Professional                  Designation          Hourly Rate
   ------------                  -----------          -----------
   Brady C. Williamson             Partner                $495
   Timothy F. Nixon                Partner                $450
   Katherine Stadler               Partner                $410
   Carla O. Andres             Special Counsel            $350
   Jennifer B. Herzog             Associate               $265
   Brian J. Cahill                Associate               $265
   Peggy L. Heyrman               Associate               $205
   Zerithea G. Raiche             Paralegal               $160
   Maribeth Roufus                Paralegal               $160
   Jill Bradshaw                Research Team             $170
   Jamie Kroening               Research Team             $110

Timothy F. Nixon, Esq., a shareholder at G&K, assures the Court
that his firm has no relationship with the Debtors, their
creditors or equity security holders, any other parties-in-
interest in the Chapter 11 cases and their attorneys and
accountants, or the United States Trustee, with respect to any
matter relating to the bankruptcy cases.

Judge Gerber will convene a hearing on January 20, 2010, to
consider approval of the Fee Examiner's Application.  Objections,
if any, must be filed by January 13.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Old GM Presents Dispute Resolution Protocol
-----------------------------------------------------------
Following the passage of the November 30, 2009 deadline for filing
of proofs of claim against Motors Liquidation Company and its
affiliates, more than 68,000 proofs of claim remain either
unliquidated or have an excessive claim amount, which undermine
the Debtors' duty to distribute meaningful value to their
creditors in an acceptable timeframe.  The magnitude of the
Unliquidated/Litigation Claims, with an aggregate claim amount of
approximately $217 billion, will drain the Debtors' remaining
assets and jeopardize creditor recoveries if not resolved
expeditiously and economically, according to Harvey R. Miller,
Esq., at Weil Gotshal & Manges LLP, in New York.

By this motion, the Debtors seek the Court's authority to
implement alternative dispute resolution procedures to facilitate
the efficient resolution of each unliquidated or litigation claim
that they designate without full-blown litigation, while
safeguarding both their procedural rights and those of the holders
of Designated Claims.

Mr. Miller says the proposed ADR Procedures provide a structure
that will (i) promote direct settlement discussions and exchange
of information between the parties; and (ii) absent a settlement
as a result of direct discussions between the parties, promote
resolution of the Designated Claims through mediation or
arbitration with the assistance of a neutral outside party.

Absent the ADR Procedures, the Debtors may be forced to
individually litigate the Unliquidated/Litigation Claims, which,
as a result, would (i) delay the resolution of the Chapter 11
cases and the reconciliation of the Claims possibly for years,
(ii) deplete the assets of the estates, (iii) reduce initial
distribution to holders of allowed claims, and (iv) consume
substantial resources of the judiciary, Mr. Miller points out.

                  Summary of ADR Procedures

Initially, the ADR Procedures require the implementation of the
Offer Exchange Procedures, under which the Debtors may designate a
Claim for resolution by serving, among other things, a notice that
the Designated Claim has been submitted to the ADR Procedures.
The ADR Notice will (i) request that the Designated Claimant
verify or, as needed, correct, clarify, or supplement certain
information regarding the Designated Claim; and (ii) include an
offer by the Debtors to settle the Designated Claim.

In response, the Claimant may accept or reject the Offer coupled
with a counteroffer.  The Debtors must respond to any Counteroffer
within 15 days after receipt of the Counteroffer by returning a
written response.  If the Debtors make a Revised Settlement Offer
by the Response Deadline, the Designated Claimant may accept the
Revised Settlement Offer by providing the Debtors with a written
statement of acceptance.

In the absence of a settlement at the conclusion of the Offer
Exchange Procedures, Designated Claims will be submitted to non-
binding mediation.  If mediation fails, the parties, at their
consent, will be subjected to binding arbitration.

The Debtors will be requested to seek Court approval for
settlements of claims, if any, under or in connection with the ADR
Procedures.  Unresolved Designated Claims, if any, will proceed to
litigation in the Court.

A Designated Claimant will be enjoined from commencing or
continuing any action seeking to establish, liquidate, collect on,
or otherwise enforce the Designated Claim.

         Retention of American Arbitration Association

In an effort to minimize costs for the Designated Claimants, the
Debtors are prepared to conduct both mediation and arbitration
proceedings in (i) New York, New York; (ii) Detroit, Michigan;
(iii) Dallas, Texas; and (iv) San Francisco, California.

Prior to seeking Court approval of the ADR Procedures, the Debtors
conducted a general search of arbitration service providers and
selected the American Arbitration Association to conduct all
arbitrations under the ADR Procedures based upon the firm's
national reputation and expertise in alternative dispute
resolution.

Accordingly, the Debtors seek the Court's approval of their
retention of AAA to provide services to implement the ADR
Procedures.

In addition, the Debtors "are currently evaluating potential
mediators to serve on a panel of mediators at each of the
Mediation and Arbitration Locations, which proposed schedule will
be filed with the Court, Mr. Miller relates.

                      Capping Procedure

The Debtors determined that the estate's interest is in maximizing
initial distributions to holders of allowed claims and minimizing
the segregation of estate assets in disputed claims reserves.

In this regard, holders of Unliquidated/Litigation Claims who are
willing to review their Claims and cap them at a reasonable amount
would be providing a service to all other creditors and should be
incentivized to do so.

Accordingly, the Debtors seek to establish the Capping Procedure
whereby holders of Unliquidated/Litigation Claims who agree to cap
their total claim amount at a level acceptable to the Debtors will
have the first opportunity to attempt consensual resolution and
allowance of their claims under the ADR Procedures.

Specifically, the Capping Procedure -- which aims to accelerate
the transfer of value to the Debtors' creditors -- provide that:

  (a) Within 30 days from the entry of the Court's approval of
      the Debtors' request, Unliquidated/Litigation Claimholders
      may send a letter to the Debtors indicating a willingness
      to cap its Unliquidated/Litigation Claim at a reduced
      amount.

  (b) Upon receipt of a Capping Proposal Letter, the Debtors
      will designate the Claim in accordance with the ADR
      Procedures and indicate acceptance of the Claim Amount
      Cap, during which (i) the Claim Amount Cap will become
      binding on the claimant, and (ii) the ultimate value of
      the Claim will not exceed the Claim Amount Cap.  To the
      extent the Debtors accept the Claim Amount Cap, the
      Debtors will pay for all of the mediator's fees and costs
      associated with any subsequent mediation.

  (c) The Debtors will notify the claimant if they opt to reject
      the Claim Amount Cap.

"The Debtors are hopeful that the Procedures will create an
environment where a substantial portion of the
Unliquidated/Litigation Claims can be resolved with little
expenditure of resources that otherwise would be dilutive of
creditors' recoveries," Mr. Miller tells the Court.

A full-text copy of the ADR and Capping Procedures is available at
no charge at http://bankrupt.com/misc/GMADRProcedures.pdf

According to Mr. Miller, the Debtors have consulted with the
statutory committee of unsecured creditors and with the self-
styled Ad Hoc Committee of Consumer Victims of General Motors,
whose members include tort and personal injury claimants
throughout the country, to address their concerns in advance.

The Court will convene a hearing on February 10, 2010, to consider
the Debtors' request.  Objections, if any, must be filed by
February 3.

                           Objections

(a) Texas Comptroller

The Texas Comptroller of Public Accounts -- which has filed
against the Debtors claims exceeding $62 million based on state
tax audits -- complains that the ADR Procedures do not comply with
federal and state law governing tax audits in bankruptcy.
Instead, the ADR Procedures "would reverse the statutory
requirements for completing tax audits," Texas Comptroller
Assistant Attorney General Mark Browning, Esq., contends.

Instead of being required pursuant to provide necessary documents
to tax auditors under Section 362(b)(9) of the Bankruptcy Code,
the Debtors could instead designate the Tax Claims as being among
claims subject to mandatory mediation and, as a result, place upon
Texas Comptroller the initial burden of submitting documentation
to support their Claims in mediation, Mr. Browning asserts.

While mediation of tax audit claims may be appropriate for
addressing claims, Tax Claims "are not presently ripe for
mediation due to the Debtor's own failures to provide requested
documents," Mr. Browning adds.

Accordingly, the Texas Comptroller asks the Court to direct that
Tax Claims be carved out of the types of "designated claims" under
the ADR Procedures, or alternatively, implement that mandatory
mediation of tax audit claims be deferred until after the Debtors
have complied with statutory requirements to provide documentation
to auditors.

(b) Washington Revenue Department

The State of Washington Department of Revenue acknowledges the
benefits of the ADR Procedures but complains that the Debtors
"[have] not demonstrated the need for the process at this time."

Zachary Mosner, Esq., assistant attorney general at the Bankruptcy
and Collections Unit in Washington Revenue Department, emphasizes
that it would not be efficient or economical to force the ADR
process "at a time when the Debtors control the flow of
information and the parties would need to bargain on wholly
speculative positions."

With respect to the proofs of claim it filed in the Chapter 11
cases, there are "outstanding audit compliance issues" which
require the cooperation of the Debtors.  Until the Debtors provide
the documents, it is impossible to enter into good-faith
negotiations, Mr. Mosner adds.

At the very least, the imposition of the ADR Procedures should
await a certification by the Debtors of full tax discovery
compliance on outstanding audits.  In addition, that Certification
should also require some elaboration of good-faith efforts to
settle claims, Mr. Mosner says.

Mr. Mosner opines that a maximum time period should be set for tax
discovery completion and a 60-day minimum claims negotiation
process should follow before the Court considers ADR on a case-by-
case basis.

                       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: Seeking Concessions From Ex-Delphi Workers
----------------------------------------------------------
General Motors Company is seeking concessions from workers
represented by United Auto Workers at plants located in Saginaw,
Michigan; Lockport, New York; Grand Rapids-Wyoming, Michigan and
Rochester, New York, Detroit Free Press reported on January 18,
2010, citing a memorandum sent to the concerned workers.

GM acquired the plants from Delphi Corporation in October 2009, to
ensure that the supply of auto parts to GM won't be cut off.

The concessions proposed by GM at workers in Saginaw and Lockport
Plants include wage freezes and a $3 an-hour pay cut for skilled
trade workers, Detroit Free Press cited.  Workers at Grand Rapids-
Wyoming and Rochester Plant may also have to consider concessions,
Detroit Free Press added.

                       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)


GREEKTOWN HOLDINGS: Bankruptcy Court Confirms Noteholder Plan
-------------------------------------------------------------
Judge Walter Shapero of the U.S. Bankruptcy Court for the
Eastern District of Michigan formally inked a confirmation order
of the Second Amended Joint Plans of Reorganization proposed by
(i) certain noteholders, which include Manulife Global Fund U.S.
Bond Fund, John Hancock II Strategic Income Fund, and Oppenheimer
Strategic Income Fund, and Sola Ltd.; (ii) the Official Committee
of Unsecured Creditors; and (ii) Deutsche Bank Trust Company
Americas, as indenture trustee, for Greektown Casino Holdings,
Inc. and its debtor affiliates on January 22, 2010.

Judge Shapero held that the Noteholder Plan satisfied the
confirmation requirements under Section 1129 of the Bankruptcy
Code.

The Noteholder Plan contemplates the transfer ownership of
Greektown Casino from the Sault Ste. Marie Tribe of Chippewa
Indians to certain new investors, the largest of which are MFC
Global Investment Management, Oppenheimer Funds, Inc., Brigade
Capital Management and Solus Alternative Asset Management.  The
Plan also wipes out half of Greektown Casino's debt.

Under the Plan, Greektown Casino will receive up to $400 million
in exit financing and about $200 million in new equities offering
from the noteholders.  Holders of general unsecured claims will
receive their pro rata portion of $10 million in cash.  The
Casino's current owners, the Chippewa Tribe, nor the Casino's
former partners, Monroe Partners, L.L.C. and Kewadin Greektown
Casino, will not get any money under the plan, The Detroit News
notes.

The Noteholder Plan was the third Chapter 11 plan put forth
before the Court overseeing Greektown Casino's bankruptcy
proceedings.

In an interview with The Detroit News, Charles M. Moore,
Greektown Casino's lead restructuring adviser says the Company is
"now approaching the finish line for its exit from bankruptcy."

"Twenty months of hard work by all parties has finally paid off,"
The Detroit Free Press quoted the Company's counsel, Daniel J.
Weiner, Esq., of Schafer and Weiner PLLC, in Bloomfield Hills,
Michigan, as saying.  "The casino has been significantly de-
levered."

Joel Applebaum, Esq., at Clark Hill PLC, in Birmingham, Michigan,
who represents the Creditors Committee, maintained that the
Noteholder Plan will offer unsecured creditors more than previous
plans, according to the report.

However, the Noteholder Plan still needs to be approved by state
regulators, particularly the Michigan Gaming Control Board.

A full-text copy of the signed Noteholder Plan Confirmation Order
is available for free at:

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

                      Tribe Not Giving Up

Before the formal Confirmation Order was entered by the Court,
the Tribe supplemented its original objection to the Plan by
pointing the Court's attention to an exculpation clause in the
Noteholder Plan, which states that:

  "Except as otherwise provided in this Plan, effective as of
  the Effective Date, no Released Party shall have or incur, and
  each Released Party is hereby released and exculpated from,
  any claim, obligation, cause of action, or liability for any
  Exculpated Claim, except for gross negligence or willful
  Misconduct . . ."

The Tribe argued that the Exculpation Clause:

  (a) should not apply to any prepetition conduct of any
      Released Party;

  (b) should not apply to any actions or omissions of the
      Released Parties related to the filing of the Chapter 11
      Cases; and

  (c) should only apply to certain released parties that satisfy
      certain standards.

David A. Lerner, Esq., at Bloomfield Hills, Michigan, contended
that an exculpation provision does not affect the liability of
parties per se, but rather states the standard of liability for
parties who have played a critical role in a debtor's
restructuring and the formulation of a plan of reorganization.

Mr. Lerner asserted the Exculpation Provision in the Noteholder
Plan is too broad and if it were to be allowed, it should be
limited to acts or omissions related to the confirmation and
consummation of the Noteholder Plan only.

The Court subsequently ruled that it will determine by subsequent
order whether the Exculpation Provision extends to actions by
certain released parties with respect to prepetition
representations and determinations made in the filing of the
Debtors' Chapter 11 cases.

Joe McCoy, chairman of the Tribe, in a statement, said it will
continue to question the feasibility of the Noteholder Plan until
it becomes effective and explore options to maintain ownership of
the Casino.  Mr. McCoy particularly cited the regulatory
approvals that the Noteholder Plan Proponents still need to
acquire.

As previously reported, the Noteholder Plan will not become
effective unless certain conditions are met including approval
from the Michigan Gaming and Control Board for the 5% tax
rollback awarded to Detroit's other casinos, MGM Grand Detroit
and MotorCity Casino.  The MGCB approval is conditioned on
Greektown Casino paying the City of Detroit $15,300,000 for the
tax rollback.

                      About Greektown Casino

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

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


GREEKTOWN HOLDINGS: Noteholders Reveal Members of New Board
-----------------------------------------------------------
Certain noteholders, which include Manulife Global Fund U.S. Bond
Fund, John Hancock II Strategic Income Fund, and Oppenheimer
Strategic Income Fund, and Sola Ltd., who have proposed a Chapter
11 plan for Greektown Casino, presented to the U.S. Bankruptcy
Court for the Eastern District of Michigan at the January 12,
2010 confirmation hearing, the identities and biographical
information of the new board of directors for Reorganized
Greektown Casino.

The Court approved the disclosure on the Board Information at the
Confirmation Hearing with the information to be held under seal
pending the Noteholder Plan Proponents' filing of the Board
Information after the conclusion of the Confirmation Hearing.

Subsequently, the Plan Proponents revealed on January 20, 2010,
that the members of the board of directors of Reorganized
Greektown are:

   1. John Bitove
   2. George Boyer
   3. Michael Duggan
   4. Benjamin Duster
   5. Joel I. Ferguson
   6. Freman Hendrix
   7. Yvette Landau.

A copy of the complete biographical information of the new
Greektown Casino Board Members is available for free at:

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

                      About Greektown Casino

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

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


GREEKTOWN HOLDINGS: Wells Fargo Takes Over As Agent for DIP Loans
-----------------------------------------------------------------
Greektown Holdings LLC and its units seek the Court's authority to
enter into a second amendment of their prepetition credit
agreement dated December 2005 in connection with the assumption by
Wells Fargo Bank, National Association, of the role of
administrative agent.

The Prepetition Credit Agreement was entered into by Greektown
Holdings, L.L.C. and Greektown Holdings II, Inc., as borrowers;
various financial institutions, as lenders; Keybank National
Association, as existing issuer; National City Bank of the
Midwest, as replacement issuer; Merrill Lynch, Pierce, Fenner and
Smith Incorporated, as sole lead arranger, sole book runner and
syndication agent, as administrative agent; and Wachovia
Securities, National City Bank of the Midwest, Wells Fargo Bank,
National Association and Fifth Third Bank, as co-documentation
agents on December 5, 2005.  The Credit Agreement has been
initially amended on April 13, 2007.

Daniel J. Weiner, Esq., at Schafer and Weiner PLLC, in Bloomfield
Hills, Michigan, tells the Court that on January 4, 2010, the
Debtors and the Prepetition Lenders agreed to modify certain
provisions of the Prepetition Credit Agreement related to the
Prepetition Agent's resignation rights and obligations to induce
Wells Fargo to assume the role of Administrative Agent.  Wells
Fargo is expected to officially assume the role of Prepetition
Agent on or about January 29, 2010, pursuant to a certain "side
letter."

The Amended Prepetition Credit Agreement provides that Wells
Fargo may resign as Administrative Agent at any time upon at
least 30 days' prior written notice to the Debtor Borrowers and
the Lenders and that resignation will become effective on the
30th day after the date of the notice.  On the Resignation
Effective Date, Wells Fargo, in its capacity as Administrative
Agent will be discharged from all its duties and obligations
under the Loan Documents.

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

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

A full-text copy of the Second Amended Prepetition Credit
Agreement is available for free at:

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

The Debtors have strong business reasons to enter into the Second
Amendment because it facilitates the transfer of the prepetition
lender agency, which has arisen in connection with the
refinancing of the Debtors' DIP indebtedness, Mr. Weiner
contends.  He explains that the refinancing of the DIP
indebtedness has not only lowered the Debtors debt service
obligations, but has also facilitated the confirmation of a plan
of reorganization that will fully repay secured creditors in full
and pay other unsecured creditors significant distributions in
cash and equity.

In separate filings, the Debtors sought and obtained a Court
order granting a request to hear the Prepetition Credit Agreement
Amendment Request on January 27, 2010.  Subsequently, however,
the Debtors and Wells Fargo Bank entered into a Court-approved
stipulation for the adjournment of the hearing to February 5,
2010.

                      About Greektown Casino

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

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


GENESIS PROPERTIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Genesis Properties, LLC
        c/o Philip R. Law
        P.O. Box 249
        Woodstock, CT 06281

Bankruptcy Case No.: 10-20208

Chapter 11 Petition Date: January 26, 2010

Court: United States Bankruptcy Court
       District of Connecticut (Hartford)

Judge: Chief Judge Albert S. Dabrowski

Debtor's Counsel: Douglas J. Lewis, Esq.
                  Evans and Lewis
                  93 Greenwood Avenue
                  Bethel, CT 06801
                  Tel: (203) 743-7644
                  Fax: (203) 797-9921
                  Email: dlewis.1@snet.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 $3,300,000,
and total debts of $3,000,000.

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

The petition was signed by Philip R. Law, managing member of the
Company.


HARBORWALK LP: Files for Chapter 11 in Houston
----------------------------------------------
Harbor Walk LP filed a Chapter 11 petition on Jan. 25 in Houston
(Bankr. S.D. Tex. Case No. 10-80043)

Harbor Walk LP is the developer of a 380-lot master planned
community on West Galveston Bay in Texas.  The project was begun
in 2002, and 275 lots were sold.  The property was damaged by
Hurricane Ike in September 2008.  The project includes a yacht
club and a 150-slip marina.

The petition says that assets and debts range from $10 million to
$50 million.  The Debtor stated that it owes $30 million on a
secured development loan to BBVA Compass.

According to Bill Rochelle at Bloomberg News, the development
filed for bankruptcy reorganization when the lender refused to
allow further draws on a credit.  The Company believes the unsold
properties and other assets are worth more than the secured debt.

Marcy E. Kurtz, Esq., at Bracewell & Giuliani LLP, represents the
Debtor.


IMPERIAL INDUSTRIES: Nasdaq Suspends Trading Effective Jan. 27
--------------------------------------------------------------
Imperial Industries Inc. has withdrawn its appeal of the previous
NASDAQ notice of the delisting of its common stock.  Accordingly,
NASDAQ has notified the Company that its shares will be suspended
from trading on the NASDAQ Capital Market effective at the open of
business on January 27, 2010 and that thereafter NASDAQ will file
a Form 25 Notification of Delisting with the Securities and
Exchange Commission.

The Company received a prior Staff Determination Notice from
NASDAQ stating that its plan to regain compliance with NASDAQ
Listing Rules related to maintaining a minimum stockholders'
equity of $2,500,000 was denied and as a result, the Company's
common stock would be delisted from the NASDAQ Capital Markets.

In response to the notice and pursuant to applicable NASDAQ rules,
the Company appealed the determination and was granted a hearing
before a NASDAQ Listing Qualifications Panel on January 28, 2010,
to request NASDAQ's continued listing of the Company's common
stock on the NASDAQ Capital Market.  The appeal stayed the
delisting of its common stock pending the hearing.  The Company
determined to withdraw its appeal as it became apparent the
Company would be unable to provide a plan to the NASDAQ hearings
panel suitable to meet the minimum requirements for continued
listing of its shares.

The Company has begun the process to have its shares of common
stock quoted on the Over the Counter Bulletin Board following
cessation of listing on the NASDAQ Capital Market.  However,
there can be no assurance when such shares will be eligible for
obtaining quotes on the Over the Counter Bulletin Board, or if at
all.

Imperial Industries, Inc. -- http://www.imperialindustries.com/--
is a building products company.  The Company sells products
primarily in the State of Florida and to a certain extent the rest
of the Southeastern United States with facilities in the State of
Florida.  The Company is engaged in the manufacturing and
distribution of stucco, plaster and roofing products to building
materials dealers, contractors and others through its subsidiary,
Premix-Marbletite Manufacturing Co.


IMPLANT SCIENCES: Bags $6 Million Contract with Indian Government
-----------------------------------------------------------------
Implant Sciences Corporation on January 19, 2010, unveiled a
contract totaling approximately $6 million for its Quantum
Sniffer(TM) QS-H150 Portable Explosives Detectors and associated
support.  The contract was awarded by the Government of India, for
use by the Ministry of Defence (MoD) in Force Protection and
Public Safety applications throughout the country.

Glenn D. Bolduc, President and CEO of Implant Sciences, commented,
"This contract award is significant in many ways.  Most
importantly, it allows Implant Sciences to continue to contribute
to worldwide anti-terrorism efforts.  We are also very pleased
that this award represents the largest single order in the
Company's history."  The Company expects to ship the entire order
within the current fiscal year ending June 30, 2010.

Jeff Tehan, Implant Sciences' Vice President of Marketing and
Sales, added, "Implant Sciences is the sole contract awardee after
an arduous competitive evaluation that started over 24 months ago.
We are extremely proud of this, the validation it represents, and
the follow-on opportunities it creates. To best support this
contract and others in India and South Asia, Implant Sciences has
partnered with LNG Security Services of Delhi, who will provide
warranty and post-warranty support, as well as operator and
administrator training.

The QS-H150 offers compelling technical, operational, and
competitive advantages.  Among the most significant are non-
contact sample collection; non-radioactive ionization;
simultaneous detection and identification of explosives
particulate and vapor; continuous self-calibration; and ultra-fast
clear down (cycle time).  The substance library of the QS-H150 is
the broadest in the industry and includes not only standard
military and commercial explosives, but also a wide variety of
improvised and homemade explosives (IED's and HME's).  The library
is also easily expanded as new threats emerge. These advantages
offer an extremely versatile solution, and can be rapidly deployed
to greatly increase the number of items screened, effectively
becoming a force multiplier.

On January 19, 2010, the Company held a press conference at the
NASDAQ MarketSite in New York to discuss the $6 million contact
awarded by the Government of India.  A full-text copy of the
Company's script read at the press conference is available at no
charge at http://ResearchArchives.com/t/s?4ea0

                      About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

As of September 30, 2009, the Company had $6,846,000 in total
assets against $12,985,000 in total liabilities, $5,000,000 in
Series E Convertible Preferred Stock, and $378,000 in Series F
Convertible Preferred Stock, resulting in stockholders' deficit of
$11,517,000.

In its quarterly report on Form 10-Q for the September 2009
period, Implant Sciences said it has suffered recurring losses
from operations.  Implant Sciences said there can be no assurances
that its forecasted results will be achieved or that it will be
able to raise additional capital necessary to operate its
business.  Implant Sciences said these conditions raise
substantial doubt about its ability to continue as a going
concern.

As reported by the Troubled Company Reporter on January 15, 2010,
Implant Sciences renegotiated its credit agreements with its
senior secured investor, DMRJ Group LLC.  DMRJ increased Implant
Sciences' line of credit from $3,000,000 to $5,000,000; extended
the maturity of all of Implant Sciences' indebtedness from
December 10, 2009 to June 10, 2010; waived all existing defaults
through the new maturity date; reduced the interest rate payable
on Implant Sciences' obligations to 15% per annum; and removed all
profit sharing arrangements from the agreements.  Implant
Sciences' total indebtedness to DMRJ, including all principal and
accrued interest, now stands at approximately $7,570,000.


INTERPUBLIC GROUP: Moody's Retains 'Ba3' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service commented that The Interpublic Group of
Companies, Inc.'s Ba3 Corporate Family Rating and positive outlook
remain unchanged following the company's announcement that it has
entered into an amendment to its $335 million revolving credit
facility (expires July 2011), relaxing the maximum leverage and
minimum EBITDA covenants.

The last rating action on IPG was on June 8, 2009, when Moody's
assigned a Ba3 rating to IPG's new senior unsecured notes.

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

The Interpublic Group of Companies, Inc., with its headquarters in
New York is among the world's largest advertising, marketing and
corporate communications holding companies in the world.  Revenues
and EBITDA (incorporating Moody's standard adjustments) for the
LTM period ended 09/30/2009 were $6.1 billion and $986 million
respectively.


JETBLUE AIRWAYS: Moody's Raises Corporate Family Ratings to 'Caa1'
------------------------------------------------------------------
Moody's Investors Service raised its ratings of JetBlue Airways,
Corp.; corporate family and probability of default ratings each to
Caa1 from Caa2.  Moody's also raised by one notch, its debt
ratings on the 3.75% Senior Unsecured Convertible Notes due 2035
to Caa3 from Ca, the respective Class G tranches of the Enhanced
Equipment Trust Certificates Series 2004-2 to B1 from B2, and the
Spare Parts EETC to Ba1 from Ba2, the Class B tranche of the Spare
Parts EETC to B2 from B3 and the senior unsecured industrial
revenue bonds to Caa3 from Ca.  Moody's also affirmed the SGL-3
Speculative Grade Liquidity rating and changed the outlook to
positive from stable.

"The ratings upgrades reflect Moody's belief that JetBlue's
significantly improved liquidity and its ability to maintain
profitability during the challenging market conditions of 2009
indicate a lower probability of default than that implied by the
Caa2 rating category," said Moody's Senior Analyst, Jonathan Root.
JetBlue's RASM less CASM contribution is second highest of the
rated U.S. airlines, providing it some flexibility to maintain
competitive fares over the course of the cycle.

The Caa1 Corporate Family rating considers the still high leverage
and the sector's ongoing exposure to cyclical risks.  While
JetBlue demonstrated resilience in the current weak economic
environment with reported profits during 2009, it will need to
expand cash flow generation in order to support its credit profile
as the large order book is currently set to resume higher levels
of deliveries from 2011.

The positive outlook reflects Moody's belief that JetBlue can
sustain its 2009 performance and improved liquidity position in
2010.  Moody's anticipates that credit metrics will strengthen in
upcoming quarters as positive free cash flow grows.  Maintaining
yields and credit metrics as the fleet grows and the ability to
maintain flexibility with aircraft manufacturers to defer units
from the combined order book that stands at 115 aircraft at
September 30, 2009, will be important to sustaining positive
pressure on the ratings.  The ratings could be upgraded if JetBlue
sustains unrestricted cash above 20% of revenue and free cash flow
to debt above 4%.  Debt to EBITDA that is sustained at or below
6.0 times, FFO + Interest to Interest at about 2.8 times or EBITDA
margin sustained at about 18% could also result in a positive
rating action.  The outlook could be changed to stable if
operating results trail expectations such that unrestricted cash
is sustained below $700 million.  Debt to EBITDA that is sustained
in excess of 8.5 times, FFO + Interest to Interest below 1.8 times
or EBITDA margin below 15% could also result in negative ratings
actions.

The positioning of the ratings of the aircraft EETC's reflect
Moody's view that the performance and risk characteristics of
these two EETC's are similar and their loan to values approximate.

The last rating action was on October 26, 2009, when Moody's
changed the outlook to stable from negative and assigned a
Speculative Grade Liquidity rating of SGL-3.

Upgrades:

Issuer: JetBlue Airways Corp.

  -- Probability of Default Rating, Upgraded to Caa1 from Caa2

  -- Corporate Family Rating, Upgraded to Caa1 from Caa2

  -- Senior Secured Enhanced Equipment Trust, Upgraded to a range
     of B2 to Ba1 from a range of B3 to Ba2

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Upgraded to
     Caa3, LGD5, 89% from Ca, LGD6, 90%

Issuer: New York City Industrial Development Agcy, NY

  -- Senior Unsecured Revenue Bonds, Upgraded to a range of Caa3,
     LGD5, 89% from a range of Ca, LGD6, 90%

Outlook Actions:

Issuer: JetBlue Airways Corp.

  -- Outlook, Changed To Positive From Stable

Withdrawals:

Issuer: JetBlue Airways Corp.

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Withdrawn,
     previously rated LGD6, 90%

JetBlue Airways Corp., based in Forest Hills, New York, operates a
low-cost, point-to-point airline from a hub in New York.  JetBlue
serves 60 cities with 600 daily non-stop flights.


JIM ST RAYMOND: Files for Chapter 7 Bankruptcy in New Orleans
-------------------------------------------------------------
Drew Broach at The Times-Picayune reports that Jim St. Raymond
filed for Chapter 7 bankruptcy in the U.S. Bankruptcy Court in New
Orleans, saying there will be no money to pay unsecured creditors.

Mr. Raymond listed assets of less than $34,000, and debts of
$12.6 million.  He said he made $15,000 last year and has no
income this year, Mr. Broach notes.

Mr. Broach adds the case has been assigned to Judge Jerry Brown.
The trustee is Aaron Caillouet.  A creditors meeting is scheduled
Feb. 22, 2010.

Jim St. Raymond is a building developer.


JOSEPH CHARLES LOOMIS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Joseph Charles Loomis
        4939 W. Ray Road, #4-151
        Chandler, AZ 85226

Bankruptcy Case No.: 10-01885

Type of Business:

Chapter 11 Petition Date: January 26, 2010

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

Debtor's Counsel: Gerald K. Smith, Esq.
                  Gerald K. Smith And John C. Smith Law OFC
                  40 N. Central Ave., #1900
                  Phoenix, AZ 85004
                  Tel: (602) 262-5348
                  Fax: (602) 734-3834
                  Email: gerald@smithandsmithpllc.com

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

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

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


LODGIAN INC: Key Colony Disclose Ownership of 13.9% of Stock
------------------------------------------------------------
Key Colony Fund, L.P., et al., have filed with the Securities and
Exchange Commission Amendment No. 3 to update and amend the
Schedule 13D related to the common stock of the issuer filed on
August 19, 2005, as amended by Amendment No. 1 thereto filed on
January 6, 2006, and Amendment No. 2 thereto filed on January 1,
2009.  The purpose of this Amendment No. 3 is to disclose that Key
Colony Fund has entered into a voting agreement with respect to
the Lodgian, Inc. common shares it owns, and to disclose that
Michael J. Grondah is no longer employed by Key Colony Fund, L.P.

Key Colony Fund, L.P., et al., disclosed that they may be deemed
to beneficially own shares of Lodgian, Inc.'s common stock:

                                     Shares
                                     Beneficially
   Reporting Person                  Owned           Percentage
   ---------------                   ------------    ----------
Key Colony Fund, L.P.                 3,004,853        13.9%

Key Colony Management, LLC            3,004,853        13.9%

Lieblong & Associates, Inc.               8,500    Less than 0.1%

Alex R. Lieblong (3,004,853 shared)   3,022,353        13.9%

Michael J. Grondahl                      13,000    Less than 0.1%

Key Colony Fund is the beneficial owner of 3,004,853 shares of the
common stock.  The Key Colony Shares are also reported as
beneficially owned by Key Colony Management, as the general
partner of Key Colony Fund, and by Alex R. Lieblong, as the
managing member of Key Colony Management.  By reason of these
relationships, each of Key Colony Fund, Key Colony Management, and
Mr. Lieblong are reported as having shared power to vote, or to
direct the vote, and shared power to dispose, or direct the
disposition of, the Key Colony Shares.

All percentages are based on 21,685,094 shares of Common Stock
reported as outstanding in the Issuer's Form 10-Q for the period
ended September 30, 2009.

A full-text copy of Key Colony Fund, L.P., et al.'s amended
Schedule 13D is available for free at:

               http://researcharchives.com/t/s?4e9d

Lodgian, Inc. -- http://www.lodgian.com/-- is one of the nation's
largest independent hotel owners and operators.  The company
currently owns and manages a portfolio of 36 hotels with 6,749
rooms located in 21 states.  Of the company's 36-hotel portfolio,
17 are InterContinental Hotels Group brands (Crowne Plaza, Holiday
Inn, and Holiday Inn Express), 12 are Marriott brands (Marriott,
Courtyard by Marriott, SpringHill Suites by Marriott, Residence
Inn by Marriott and Fairfield Inn by Marriott), two are Hilton
brands, and four are affiliated with other nationally recognized
franchisors including Starwood, Wyndham and Carlson.  One hotel is
an independent, unbranded property, which is currently closed and
held for sale.

Lodgian had total assets of $478.39 million and total debts of
$342.60 million as of Sept. 30, 2009.

                       Going Concern Doubt

Approximately $120 million of the Company's outstanding mortgage
debt was scheduled to mature in July 2009.  The $120 million of
mortgage indebtedness, which was originated in June 2004 by
Merrill Lynch and securitized in the collateralized mortgage-
backed securities market, was divided into three pools of
indebtedness referred to by the Company as the Merrill Lynch Fixed
Rate Pools 1, 3 and 4.  The Company has reached agreements with
the special servicers of Pools 1 and 4 to extend the maturity
dates to July 1, 2010, and July 1, 2012, respectively, and the
Company is seeking to refinance Pool 1 in anticipation of the 2010
maturity date.

Pool 3, with a principal balance of $45.5 million as of
September 30, 2009, matured on October 1, 2009, following two
short-term extensions.  The extensions were intended to provide
time for the Company to reach an agreement with the special
servicer to modify Pool 3.  No agreement has been reached and Pool
3 is now in default.  Since no agreement has been reached, the
Company expects to convey the six hotels which secure Pool 3 to
the lender in full satisfaction of the debt.

In addition, the Company is in default on a loan secured by the
Crowne Plaza Worcester, MA which had a balance of $16.3 million as
of September 30, 2009.  On October 23, 2009, the Company received
notice from the lender that the mortgage had been accelerated, as
anticipated. The Company does not expect further negotiation with
the special servicer and intends to convey the hotel to the lender
in full satisfaction of the debt.

Conveying these hotels to the lenders, the severe economic
recession and the tight credit markets could also have an adverse
effect on the Company's ability to extend or refinance Pool 1 on
or prior to its maturity in July 2010.  "These factors raise
substantial doubt as to the Company's ability to continue as a
going concern."


LIBBEY GLASS: Moody's Assigns 'B2' Rating on $400 Mil. Notes
------------------------------------------------------------
Moody's Investors Service assigned a (P)B2 rating to Libbey Glass
Inc.'s proposed $400 million senior secured note offering to be
issued under rule 144A.  The assigned rating is subject to the
receipt and review of final documentation and closing of a
proposed refinancing transaction.  At the same time, Moody's
placed Libbey Glass' Caa1 corporate family and probability of
default ratings on review for possible upgrade, and affirmed the
Caa1 rating on is existing second lien secured notes due 2011.
The company's SGL-3 speculative grade liquidity rating was
unchanged, and will be revisited upon completion of the proposed
refinancing transaction.

Proceeds from the proposed note offering, along with balance sheet
cash, will be used to repurchase the company's existing second
lien senior secured notes due 2011, redeem the $80.4 million
senior subordinated secured payment-in-kind notes due 2021, and
pay fees and expenses related to the transaction.  The notes will
be secured by a first lien on the domestic property, plant and
equipment of Libbey Glass and guarantors, and a second lien on the
collateral securing the company's proposed new $110 million asset-
based revolving credit facility (not rated by Moody's).

The review for possible upgrade was triggered by Libbey Glass'
announcement that it will issue the $400 million notes and
refinance its exiting second lien notes and PIK notes.  The
transaction, if successful, could improve the company's liquidity
position by extending its maturity profile by several years.  The
review is also consistent with Moody's view that Libbey Glass'
operating performance and metrics continue to improve, as
evidenced by the company's preliminary fourth quarter results
announced on January 22, 2009, whereby revenue, adjusted EBITDA
and free cash flow showed strong improvement.  Using these
preliminary results, Libbey Glass' debt/EBITDA, pro forma for the
refinancing transaction and October 2009 debt exchange, likely
improved to and is expected to be sustained below 6.5x from over
8.5x at the end of September 2009.

The review for possible upgrade will focus on the company's
ability to successfully complete the refinancing.  Should the
transaction close as proposed, Moody's could raise the company's
CFR to B2 with a stable outlook.

Ratings assigned:

  -- $400 million senior secured notes due 2015 at (P)B2 (LGD3,
     44%)

Ratings placed on review for possible upgrade:

  -- Corporate family rating at Caa1;
  -- Probability of default rating at Caa1

Ratings affirmed:

  -- Second lien senior secured notes due 2011 at Caa1 (LGD4,
     57%);

  -- Speculative grade liquidity rating at SGL-3

Moody's previous rating action on Libbey Glass was on November 4,
2009, when the company's Caa1 corporate family rating was affirmed
and the ratings outlook changed to positive.

Headquartered in Toledo, Ohio, Libbey Glass Inc. is the largest
manufacturer of glass tableware in the Western Hemisphere, and one
of the largest manufacturers of glass tableware in the world.
Revenues for the year ending December 31, 2009, were approximately
$748 million.  The Company serves foodservice, retail, industrial,
and business-to-business customers in over 100 countries.  It is
the operating subsidiary of Libbey Inc.


LITHIUM TECHNOLOGY: Inks Contract with PlanetSolar to Test Battery
------------------------------------------------------------------
Theo M. M. Kremers, Chief Executive Officer of Lithium Technology
Corporation, reports that the Company has executed a contract with
PlanetSolar, which is the first initiative to sail a ship around
the world using energy produced through photovoltaic cells and
stored in lithium-ion batteries.

In a press release, the Company said PlanetSolar, the first boat
to achieve a solar-powered circumnavigation of the globe will be
using a 1.2 MWh backup battery build by LTC/Gaia using
approximately 800 Li-ion cells of 500Ah each.

The 500Ah cylindrical cells, manufactured by LTC/Gaia, using its
unique, proprietary and environmentally friendly manufacturing
process will be manufactured in its Nordhausen Germany facility.
These cells are by far the largest Li-ion cells manufactured in
the world and were developed in close cooperation with HDW-
ThyssenKrupp Shipyards.  Although the 500 Ah cells are tested,
this Li-ion battery for the PlanetSolar will be a unique concept
and it will prove the usefulness of Li-ion batteries as backup
battery for electric propulsion of vessels of different kinds.

To promote the PlanetSolar project and sustainable development,
the first solar-powered circumnavigation of the globe will be
preceded by a touring exhibition in the form of the "PlanetSolar
village". After a roadshow in Switzerland, the itinerant Village
will follow the European tour of the boat from Hambourg to
Marseille, through London and Paris.  Then, in 2011, during the
world tour, the Village will make a stop in cities like New-York,
San Francisco, Dubai and Shanghai.

                    About Lithium Technology

Based in Plymouth Meeting, Pennsylvania, Lithium Technology
Corporation is engaged in continuing contract development and
limited volume production, in both the United States and Germany,
of large format lithium-ion rechargeable batteries used as power
sources in advanced applications in the national security,
transportation and stationary power markets.  The Company has
moved from a development and pilot-line production company to a
small production business with its lithium-ion rechargeable
batteries.

At September 30, 2009, the Company had $10,547,000 in total assets
against total current liabilities of $12,691,000, and long term
debt of $12,231,000, resulting in stockholders' deficit of
$14,375,000.

Since inception, the Company has incurred substantial operating
losses and expect to incur additional operating losses over the
next several years.  As of September 30, 2009, the Company had an
accumulated deficit of $144,603,000.  The Company has financed
operations since inception primarily through equity financings,
loans from shareholders and other related parties, loans from
silent partners and bank borrowings secured by assets.  The
Company said that its need to raise additional capital to meet
working capital needs raises substantial doubt about its ability
to continue as a going concern.


LODGIAN INC: Oaktree Capital Discloses Ownership of 12.9% of Stock
------------------------------------------------------------------
Oaktree Capital Group Holdings GP, LLC, et al., have filed with
the Securities and Exchange Commission Amendment No. 6 to its
Schedule 13D filed with the Securities and Exchange Commission on
November 25, 2002.

Oaktree Capital Group Holdings GP, LLC, et al., disclosed that
they may be deemed to beneficially own shares of Lodgian, Inc.'s
common stock:

                                     Shares
                                     Beneficially
   Reporting Person                  Owned           Percentage
   ----------------                  ------------    ----------
OCM Real Estate Opportunities Fund
  II, L.P.                             2,512,726       11.6%
OCM Real Estate Opportunities Fund
  III, L.P.                              267,855        1.2%
OCM Real Estate Opportunities Fund
  IIIA, L.P.                               8,283   Less than 0.1%
OCM Real Estate Opportunities Fund
  III GP, L.P.                           276,138        1.3%
Oaktree Fund GP II, L.P.               2,788,864       12.9%
Oaktree Capital II, L.P.               2,788,864       12.9%
Oaktree Holdings, Inc.                 2,788,864       12.9%
Oaktree Capital Group, LLC             2,788,864       12.9%
Oaktree Capital Group Holdings,
  L.P.                                 2,788,864       12.9%
Oaktree Capital Group Holdings GP,
  LLC                                  2,788,864       12.9%

All calculations of percentage ownership in this Amendment are
based on a total of 21,675,040 issued and outstanding shares of
Common Stock, as represented by the Issuer in the Merger
Agreement.

A full-text copy of Oaktree Capital Group Holdings GP, LLC, et
al.'s amended Schedule 13D is available for free at:

               http://researcharchives.com/t/s?4e9e

Lodgian, Inc. -- http://www.lodgian.com/-- is one of the nation's
largest independent hotel owners and operators.  The company
currently owns and manages a portfolio of 36 hotels with 6,749
rooms located in 21 states.  Of the company's 36-hotel portfolio,
17 are InterContinental Hotels Group brands (Crowne Plaza, Holiday
Inn, and Holiday Inn Express), 12 are Marriott brands (Marriott,
Courtyard by Marriott, SpringHill Suites by Marriott, Residence
Inn by Marriott and Fairfield Inn by Marriott), two are Hilton
brands, and four are affiliated with other nationally recognized
franchisors including Starwood, Wyndham and Carlson.  One hotel is
an independent, unbranded property, which is currently closed and
held for sale.

Lodgian had total assets of $478.39 million and total debts of
$342.60 million as of Sept. 30, 2009.

                       Going Concern Doubt

Approximately $120 million of the Company's outstanding mortgage
debt was scheduled to mature in July 2009.  The $120 million of
mortgage indebtedness, which was originated in June 2004 by
Merrill Lynch and securitized in the collateralized mortgage-
backed securities market, was divided into three pools of
indebtedness referred to by the Company as the Merrill Lynch Fixed
Rate Pools 1, 3 and 4.  The Company has reached agreements with
the special servicers of Pools 1 and 4 to extend the maturity
dates to July 1, 2010, and July 1, 2012, respectively, and the
Company is seeking to refinance Pool 1 in anticipation of the 2010
maturity date.

Pool 3, with a principal balance of $45.5 million as of
September 30, 2009, matured on October 1, 2009, following two
short-term extensions.  The extensions were intended to provide
time for the Company to reach an agreement with the special
servicer to modify Pool 3.  No agreement has been reached and Pool
3 is now in default.  Since no agreement has been reached, the
Company expects to convey the six hotels which secure Pool 3 to
the lender in full satisfaction of the debt.

In addition, the Company is in default on a loan secured by the
Crowne Plaza Worcester, MA which had a balance of $16.3 million as
of September 30, 2009.  On October 23, 2009, the Company received
notice from the lender that the mortgage had been accelerated, as
anticipated.  The Company does not expect further negotiation with
the special servicer and intends to convey the hotel to the lender
in full satisfaction of the debt.

Conveying these hotels to the lenders, the severe economic
recession and the tight credit markets could also have an adverse
effect on the Company's ability to extend or refinance Pool 1 on
or prior to its maturity in July 2010.  "These factors raise
substantial doubt as to the Company's ability to continue as a
going concern."


LYONDELL CHEMICAL: Proposes to Expand McKinsey Services
-------------------------------------------------------
Lyondell Chemical Co. and its units seek the Court's permission to
expand the scope of services to be performed by their management
consultant, McKinsey & Company Inc. United States.

Gerald A. O'Brien, vice president of Lyondell Chemical Company,
discloses that the Debtors wish to expand the scope of McKinsey in
accordance with a plan proposal dated December 7, 2009.

As set forth in the Plan Proposal, the Debtors would like McKinsey
to review product strategy for their fuel business by:

  (i) identifying and analyzing markets for the Debtors'
      products;

(ii) analyzing existing products and identifying new products
      matching the different markets; and

(iii) developing market strategies and business plans for each
      of the markets.

The Debtors seek modification of McKinsey's employment previously
approved by the Court, to include the Additional Services nunc pro
tunc to June 15, 2009, the date of the original consulting
agreement.

Pursuant to the Plan Proposal, the Debtors will pay McKinsey a
$550,000 fee.  The Fee is based on the expectation that the
Additional Services will be performed by a mid-sized team of
McKinsey professionals and will be completed within four to five
weeks.  The Debtors will also reimburse McKinsey for expenses
incurred on a monthly basis pursuant to the Interim Procedures
Order, as amended.  McKinsey estimates the out-of-pocket expenses
will be minor for this project and will range from $1,000 to
$2,000 as the firm does not expect any project related flights,
accommodations costs, data acquisition, or outsourced research
cost.

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

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

With the current margin environment being extremely challenging
and the outlook for the next few years not being highly
encouraging either, McKinsey believes that the initiative of the
Debtors to address a variety of operational and commercial issues
is very timely, Thomas Hundertmark, a partner at McKinsey, says.
Moreover, he maintains that his firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

                     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)


MANITOWOC COMPANY: Moody's Affirms 'B2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service has affirmed the B2 Corporate Family
Rating and Probability of Default rating of The Manitowoc Company,
Inc., and assigned a Caa1 rating to the company's proposed
$400 million senior unsecured notes issuance, the same rating as
is assigned to the company's existing unsecured notes.  The
outlook remains negative.  Proceeds from the $400 million senior
unsecured notes are anticipated to be used on a prorata basis to
reduce the company's term loan A and term loan B bank debt.

The assigned ratings consider that Manitowoc will likely maintain
an elevated level of financial leverage, and earnings and cash
flow metrics that are best associated with the B2 rating category
over the intermediate term.  Manitowoc incurred a significant
amount of debt to complete its acquisition of Enodis in late 2008
just before the sharp deterioration in economic trends began to
adversely affect demand in the company's two business segments:
cranes and restaurant equipment.  The downturn has resulted in
sharply lower earnings and for the LTM period ended 9/30/09 the
company's EBIT/Interest ratio was 1.4x and its DEBT/EBITDA metric
was 6.2x (calculated using Moody's standard adjustments).
Manitowoc has acted to reduce debt with cash generated through
working capital reductions and the sale of certain businesses and
should experience improving metrics to the extent that the economy
grows.  However, Moody's expects the pace of improvement to be
slow as the company's business units are generally in late cycle
sectors that will probably see significant upside when
unemployment rates decline, commercial vacancies improve, and
commercial construction activity strengthens.

The proposed refinancing is viewed favorably as it extends the
maturity profile of Manitowoc's debt and begins to address the
large amount of bank and bond refinancing that the company faces
starting in 2013.  Nevertheless, the negative outlook reflects the
company's need to make further strides in improving operating
results and sustaining free cash flow generation for debt
reduction, even as working capital requirements increase when
economic trends begin to improve.  Demonstrating continued
improvement will be critical to the company's ability to
successfully address the 2013 refinancing need.

The Caa1 rating assigned to the new senior unsecured notes is the
same as the rating assigned to the company's existing unsecured
notes.  The unsecured debt is rated two notches below the CFR due
to the preponderance of senior secured bank debt in the capital
structure.  Moody's estimates that after applying net proceeds
from the new issuance to pay down bank debt, the company will
still have in excess of $2 billion of secured debt obligations
that are senior in payment to the senior unsecured debt thereby
affected the instrument's recovery in the event of default.

Assignments:

Issuer: Manitowoc Company, Inc. (The)

  -- Senior Unsecured Regular Bond/Debenture, Assigned Caa1, LGD5,
     86%

Withdrawals:

Issuer: Manitowoc Company, Inc. (The)

  -- Senior Secured Bank Credit Facility Term Loan X, Withdrawn,
     previously rated B1, LGD3, 38%

The last rating action was on May 11, 2009, when Moody's lowered
the ratings of Manitowoc -- Corporate Family and Probability of
Default Ratings to B2 from Ba3; senior secured bank credit
facility to B1 from Ba2; senior subordinated notes to Caa1 from
B1.

The Manitowoc Company, Inc., headquartered in Manitowoc, WI, is a
diversified global manufacturer supporting the construction and
foodservice end markets.  Revenues for the last twelve months
through 9/30/09 totaled approximately $4.1 billion.


MCCLATCHY CO: Posts $25.8 Million Net Income in Q4 2009
-------------------------------------------------------
The McClatchy Company reported net income from continuing
operations in the fourth quarter of 2009 of $32.4 million, or 38
cents per share, compared to a loss of $20.4 million, or 25 cents
per share, in the 2008 quarter.  Adjusted earnings from continuing
operations(1) were $49.6 million, or 59 cents per share, in the
fourth quarter of 2009 after excluding the unusual items, compared
to $21.8 million, or 26 cents per share, reported in the fourth
quarter of 2008.  Total net income including discontinued
operations was $25.8 million, or 30 cents per share in the fourth
quarter of 2009 compared to a net loss of $27.0 million, or 33
cents per share in the 2008 fourth quarter.

Revenues in the fourth quarter of 2009 were $393.2 million, down
16.5% from the fourth quarter of 2008.  Advertising revenues were
$308.7 million, down 20.5% from 2008, and circulation revenues
were $71.4 million, up 6.6%.  Online advertising revenues grew
14.9% in the fourth quarter of 2009 and were 15.8% of total
advertising revenues compared to 10.9% of total advertising
revenues in the fourth quarter of 2008.

Cash expenses, excluding severance associated with restructuring
plans, declined $100.8 million, or 28.5% from the 2008 quarter.
Operating cash flow, a non-GAAP measure, was $139.9 million, up
19.8%.

Income from continuing operations for 2009 was $60.3 million, or
72 cents per share, and was affected by the impact of the unusual
items discussed below. Adjusted earnings from continuing
operations were $60.6 million, or 72 cents per share, in 2009.
Total net income including discontinued operations was $54.1
million, or 65 cents per share, in 2009.

Income from continuing operations for 2008 was $2.8 million, or
three cents per share, and was affected by the impact of the
unusual items. Adjusted earnings from continuing operations were
$55.4 million, or 67 cents per share, in 2008.  Total net loss
including discontinued operations was $4.0 million, or five cents
per share, in 2008.

Revenues in 2009 were down 22.6% to $1.5 billion compared to $1.9
billion in 2008.  Advertising revenues in 2009 totaled $1.1
billion, down 27.1%, and circulation revenues were $278.3 million,
up 4.8%.

Commenting on McClatchy's results, Gary Pruitt, chairman and chief
executive officer, said, "We were pleased to see 2009 end on a
more positive note. The advertising revenue trend improvement in
October and November continued into December. Ad revenues, which
were down 28.1% year-over-year in the third quarter, declined
25.9% in October, 19.6% in November and 14.9% in December.
Importantly, we reported strong growth in our digital advertising
revenues, up 14.9% in the fourth quarter compared to 2008.

"We're seeing some evidence of a recovery in classified
advertising. It's typically the first area of our business to
suffer in a downturn -- and also the first to rebound when the
economy improves. Importantly, the improvement in the rate of
decline is consistent across all regions and categories of
classified advertising, both in print and online advertising.

"Our transition to a successful hybrid print and online company
continues to advance. Our online audiences are growing. Average
monthly unique visitors to our websites were up 18.6% in 2009.
McClatchy's online advertising from its Web sites represents an
industry-leading 16.2% of total newspaper advertising revenue for
all of 2009. Conventional thinking holds that newspaper companies
are being left behind as advertising migrates from print to the
internet. But that is not true at McClatchy. About one-third of
our classified advertising now takes place online. More than half
of employment, one-third of automotive and a quarter of real
estate advertising is digital.

"But given that total ad revenues are still negative and secular
challenges remain, we will continue to focus on costs. We feel
we've made real progress in reengineering our company over the
past few years. In 2009 cash expenses declined by about $390
million, or 26.1%.  The results are clear: Our operating cash flow
grew 19.8% in the fourth quarter compared to the fourth quarter of
2008, on top of growth in the third quarter. And every one of our
newspapers is profitable.

"Based on the first few weeks in January, ad revenues are down in
the low- to mid-teens percentage range and that is consistent with
where we expect to see ad revenues in the first quarter of 2010.
We also expect cash expenses to be down in the low-20 percent
range in the first quarter, so we expect to see strong double-
digit growth in operating cash flow, which would enable us to
continue to improve our leverage ratio. Our debt at the end of
2009 was 5.26 times cash flow as defined under our credit
agreement, and we expect it to decline to approximately 5.0 times
by the end of the first quarter.

"While we are seeing improving advertising revenue trends, we
still have a lot of hard work ahead of us as we weather the
current economic environment. We will remain vigilant in
realigning our costs to focus on our core competencies: high
quality journalism, advertising sales and digital media."

Pat Talamantes, McClatchy's chief financial officer, said, "We
completed the quarter with debt principal outstanding of $1.95
billion, down more than $174 million from the end of 2008.  Based
on our trailing 12 months of cash flow, our leverage ratio, as
defined under our credit agreement, improved for the third
consecutive quarter to 5.26 times at the end of the fourth
quarter, and our interest coverage ratio was 3.08 times.  Both of
these ratios are well within the covenant requirements under our
current credit agreement of a leverage ratio of less than 7.0
times and an interest coverage ratio of greater than 2.0 times.
And, as Gary said, we expect further improvement in our leverage
ratio in the first quarter.

"We are also pleased to report that our pension plan had strong
returns in 2009 and, based on preliminary results, the unfunded
status of the company's pension plans improved by approximately
$114 million from year-end 2008."

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

                         About McClatchy

The McClatchy Company (NYSE: MNI) -- http://www.mcclatchy.com/--
is the third largest newspaper company in the United States, with
31 daily newspapers and approximately 50 non-dailies. McClatchy-
owned newspapers include The Miami Herald, The Sacramento Bee, the
(Fort Worth) Star-Telegram, The Kansas City Star, The Charlotte
Observer, and The (Raleigh) News & Observer.

At September 27, 2009, the Company had $3,325,395,000 in total
assets against $275,532,000 in total current assets and
$2,947,256,000 in total non-current liabilities.

                          *     *     *

As reported by the Troubled Company Reporter on January 14, 2010,
Fitch Ratings placed The McClatchy Company's Issuer Default Rating
of 'C' on Watch Positive.  In addition, Fitch affirmed these:

  -- Senior secured credit facility at 'C/RR4';
  -- Senior secured term loan at 'C/RR4;
  -- Senior unsecured guaranteed notes at 'C/RR6';
  -- Senior unsecured notes/debentures at 'C/RR6'.

Approximately $2 billion of debt is affected by Fitch's action.

The TCR on July 2, 2009, said Standard & Poor's Ratings Services
raised its corporate credit rating on McClatchy to 'CC' from 'SD'
(selective default).  The rating outlook is negative.  At the same
time, S&P raised its issue-level rating on each of McClatchy's
senior unsecured notes originally issued by Knight Ridder Inc. to
'C' from 'D'.  All other outstanding ratings on the company were
affirmed.

Moody's on June 29, 2009, lowered McClatchy's corporate family
rating to Caa2 from Caa1 and the probability of default rating to
Caa2/LD from Caa3 upon completion of an exchange offer of
$102.9 million of then existing senior unsecured notes for
$24.2 million of new 15.75% senior unsecured guaranteed notes due
July 2014.  At that time, Moody's also assigned a Caa1 rating
(LGD3 - 42%) to the new 2014 notes.  The PDR was subsequently
changed to Caa2 from Caa2/LD on July 2, 2009.


MCCLATCHY CO: Lenders Consent to Loan Amendments
------------------------------------------------
The McClatchy Company said Wednesday that lenders holding
approximately 90% of the total commitments under the company's
credit facility have consented to an amendment to the credit
agreement that will permit the company to issue $875 million of
senior secured refinancing debt to refinance a portion of its bank
debt and certain of its existing public bonds maturing in 2011 and
2014, and to extend the remaining portion of the consenting banks'
debt from June 27, 2011 to July 1, 2013.

Among other things, the amended Credit Agreement will (all amounts
are as of December 27, 2009 giving effect to the refinancing):

     -- Provide for at least a 60% commitment reduction and
        prepayment for all lenders that agree to extend the
        maturity of their remaining commitments and loans.

     -- Extend the term of the credit facility for an estimated
        $184 million of term and $201 million of revolving loan
        commitments to July 1, 2013, while leaving the maturity
        unchanged from June 27, 2011 for non-extending lenders
        whose loan commitments total an estimated $115 million
        ($73 million in outstanding balances at December 27,
        2009). McClatchy expects to have approximately $189
        million in revolver availability upon effectiveness of the
        amendment and the application of the proceeds of the
        issuance of the senior secured notes.

     -- Increases the consolidated total leverage ratio covenant
        (as defined) to a maximum of 6.75 to 1.00 through the
        quarter ending December 2010; stepping down to 6.50 to
        1.00 from the quarter ending in March 2011 through the
        quarter ending in December 2011; to 6.25 to 1.00 from the
        quarter ending in March 2012 through the quarter ending in
        December 2012 and declining to 6.00 to 1.00 thereafter.

     -- Decreases the consolidated interest coverage ratio
        covenant (as defined) to a minimum of 1.50 to 1.00 from
        the quarter ending in March 2010 through the quarter
        ending in September 2011; increases it to 1.60 to 1.00
        from the quarter ending in December 2011 through the
        quarter ending in September 2012; and further increases it
        to 1.70 to 1.00 thereafter.

     -- Increases pricing on all outstanding loans to interest at
        the London Interbank Offered Rate (LIBOR) plus a spread
        ranging from 425 basis points to 575 basis points, based
        upon the total leverage ratio and sets a floor on LIBOR
        for the purposes of interest payments under the credit
        agreement of no less than 300 basis points. The company
        will initially pay interest at 500 basis points over the
        LIBOR floor of 300 basis points, or 8.00% on its
        outstanding bank debt.

     -- Provides for pari passu sharing of collateral with new
        senior secured notes holders. The collateral package is
        unchanged from the current credit agreement and includes
        intangible assets, inventory, receivables and certain
        other assets.

     -- Provides for the amendment to become effective immediately
        prior to the closing of the senior secured notes offering.

                         About McClatchy

The McClatchy Company (NYSE: MNI) -- http://www.mcclatchy.com/--
is the third largest newspaper company in the United States, with
31 daily newspapers and approximately 50 non-dailies. McClatchy-
owned newspapers include The Miami Herald, The Sacramento Bee, the
(Fort Worth) Star-Telegram, The Kansas City Star, The Charlotte
Observer, and The (Raleigh) News & Observer.

At September 27, 2009, the Company had $3,325,395,000 in total
assets against $275,532,000 in total current assets and
$2,947,256,000 in total non-current liabilities.

                          *     *     *

As reported by the Troubled Company Reporter on January 14, 2010,
Fitch Ratings placed The McClatchy Company's Issuer Default Rating
of 'C' on Watch Positive.  In addition, Fitch affirmed these:

  -- Senior secured credit facility at 'C/RR4';
  -- Senior secured term loan at 'C/RR4;
  -- Senior unsecured guaranteed notes at 'C/RR6';
  -- Senior unsecured notes/debentures at 'C/RR6'.

Approximately $2 billion of debt is affected by Fitch's action.

The TCR on July 2, 2009, said Standard & Poor's Ratings Services
raised its corporate credit rating on McClatchy to 'CC' from 'SD'
(selective default).  The rating outlook is negative.  At the same
time, S&P raised its issue-level rating on each of McClatchy's
senior unsecured notes originally issued by Knight Ridder Inc. to
'C' from 'D'.  All other outstanding ratings on the company were
affirmed.

Moody's on June 29, 2009, lowered McClatchy's corporate family
rating to Caa2 from Caa1 and the probability of default rating to
Caa2/LD from Caa3 upon completion of an exchange offer of
$102.9 million of then existing senior unsecured notes for
$24.2 million of new 15.75% senior unsecured guaranteed notes due
July 2014.  At that time, Moody's also assigned a Caa1 rating
(LGD3 - 42%) to the new 2014 notes.  The PDR was subsequently
changed to Caa2 from Caa2/LD on July 2, 2009.


MCCLATCHY CO: Seeks to Sell $875 Million Senior Notes Due 2017
--------------------------------------------------------------
The McClatchy Company proposes to offer $875 million aggregate
principal amount of senior notes, subject to market conditions and
other factors.  The notes would be due in 2017 and are to be
offered and sold to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended, and
outside the United States to non-U.S. persons pursuant to
Regulation S under the Securities Act.

The notes will be senior obligations of McClatchy and will be
guaranteed by each of McClatchy's subsidiaries that guarantee
indebtedness under McClatchy's credit agreement.  The notes and
guarantees will be secured by a first priority lien on certain of
McClatchy's and the subsidiary guarantors' assets, and will rank
pari passu with liens granted under McClatchy's credit agreement.
Interest will be payable semi-annually.  The interest rate,
offering price and other terms will be determined at the time of
pricing of the offering.

McClatchy intends to use the net proceeds of the offering to repay
approximately $614 million under its credit agreement and to fund
its cash tender offer for any and all of the approximately $166
million aggregate principal amount of its 7.125% Notes due June 1,
2011 and approximately $24 million aggregate principal amount of
its 15.75% Senior Notes due 2014.

The notes have not been registered under the Securities Act or any
state securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from such
registration requirements.

                         About McClatchy

The McClatchy Company (NYSE: MNI) -- http://www.mcclatchy.com/--
is the third largest newspaper company in the United States, with
31 daily newspapers and approximately 50 non-dailies. McClatchy-
owned newspapers include The Miami Herald, The Sacramento Bee, the
(Fort Worth) Star-Telegram, The Kansas City Star, The Charlotte
Observer, and The (Raleigh) News & Observer.

At September 27, 2009, the Company had $3,325,395,000 in total
assets against $275,532,000 in total current assets and
$2,947,256,000 in total non-current liabilities.

                          *     *     *

As reported by the Troubled Company Reporter on January 14, 2010,
Fitch Ratings placed The McClatchy Company's Issuer Default Rating
of 'C' on Watch Positive.  In addition, Fitch affirmed these:

  -- Senior secured credit facility at 'C/RR4';
  -- Senior secured term loan at 'C/RR4;
  -- Senior unsecured guaranteed notes at 'C/RR6';
  -- Senior unsecured notes/debentures at 'C/RR6'.

Approximately $2 billion of debt is affected by Fitch's action.

The TCR on July 2, 2009, said Standard & Poor's Ratings Services
raised its corporate credit rating on McClatchy to 'CC' from 'SD'
(selective default).  The rating outlook is negative.  At the same
time, S&P raised its issue-level rating on each of McClatchy's
senior unsecured notes originally issued by Knight Ridder Inc. to
'C' from 'D'.  All other outstanding ratings on the company were
affirmed.

Moody's on June 29, 2009, lowered McClatchy's corporate family
rating to Caa2 from Caa1 and the probability of default rating to
Caa2/LD from Caa3 upon completion of an exchange offer of
$102.9 million of then existing senior unsecured notes for
$24.2 million of new 15.75% senior unsecured guaranteed notes due
July 2014.  At that time, Moody's also assigned a Caa1 rating
(LGD3 - 42%) to the new 2014 notes.  The PDR was subsequently
changed to Caa2 from Caa2/LD on July 2, 2009.


MORIN BRICK: Court Converts Reorganization Case to Chapter 7
------------------------------------------------------------
The Hon. James B. Haines, Jr. of the U.S. Bankruptcy Court for the
District of Maine approved the conversion of Morin Brick Company's
Chapter 11 case to a Chapter 7 liquidation.

As reported in the Troubled Company Reporter on Nov 6, 2009,
Phoebe Morse, the U.S. Trustee for Region 16, asked for the
conversion, noting that the Debtor has failed to:

   -- file a disclosure statement or plan;

   -- submit a copy of the settlement statement;

   -- submit MORs for April 2009, May 2009, June 2009, July 2009,
      August 2009 and September 2009; and

   -- pay the U.S. Trustee's quarterly fees estimated at $9,750
      for the second and third quarters 2009.  The fees were due
      by July 31, 2009, - $4,875, and Oct. 31, 2009, - $4,875.

Headquartered in Auburn, Maine, Morin Brick Company --
http://www.morinbrick.com/-- manufactures moulded and waterstruck
brick and extruded brick for customers primarily located in the
Northeastern United States and Canada.  The Company filed for
Chapter 11 protection on Sept. 3, 2008 (Bankr. D. Maine Case No.
08-21022).  D. Sam Anderson, Esq., and Robert J. Keach, Esq., at
Bernstein Shur Sawyer & Nelson P.A., in Portland, Maine, represent
the Debtor as counsel.  Anthony J. Manhart, Esq., Fred W. Bopp
III, Esq., and Randy J. Creswell, Esq., at Perkins Thompson, P.A.,
represent the Official Committee of Unsecured Creditors as
counsel.  Tron Group is the Debtor's Chief Restructuring Officer.
When the Debtor filed for protection from its creditors, it listed
assets of between $10 million and $50 million, and debts of
between $1 million and $10 million.


MORRIS PUBLISHING: Hires Kurtzman Carson as Claims Agent
--------------------------------------------------------
Morris Publishing Group, LLC, et al., sought and obtained
authorization from the U.S. Bankruptcy Court for the Southern
District of Georgia to employ Kurtzman Carson Consultants LLC as
notice, claims and tabulation agent.

KCC will, among other things:

     (a) notify potential creditors of the filing of the
         bankruptcy petitions and, if necessary, of the setting of
         the first meeting of creditors;

     (b) prepare and serve required notices in these Chapter 11
         Cases;

     (c) if necessary, assist in the preparation of and maintain
         an official copy of the Debtors' schedules of assets and
         liabilities and statement of financial affairs, listing
         the Debtors' known creditors and the amounts owed
         thereto; and

     (d) provide access to the public for examination of copies of
         proofs of claim or proofs of interest, if any, filed in
         the Chapter 11 cases without charge during regular
         business hours (if necessary).

KCC will be compensated and reimbursed based on its agreement with
the Debtors.  A copy of the agreement is available for free at:

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

Albert H. Kass, the Vice President of Corporate Restructuring
Services of KCC, assures the Court that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

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

The Company filed for Chapter 11 bankruptcy protection on
January 19, 2010 (Bankr. S.D. Ga. Case No. 10-10134).  James T.
Wilson, Jr., Esq., who has an office in Augusta, GA, is the
Debtor's co-counsel.  Lazard Ltd. is the Debtor's financial
advisor, while Kurtzman Carson Consultants is its claims agent.
The Company listed $100,000,001 to $500,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

The Company's affiliates -- Athens Newspapers, LLC, et al. --
filed separate Chapter 11 petitions.


MORRIS PUBLISHING: Schedules Filing Deadline Extended by 45 Days
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Georgia has
extended, at the behest of Morris Publishing Group, LLC, et al.,
the deadline for the filing of schedules of assets and liabilities
and statements of financial affairs by an additional 45 days.

There are 15 Debtors in these Chapter 11 cases, with a long
corporate history and operations across the country.  The Debtors
maintain numerous plants and processing facilities to support
their business operations.  The Debtors have approximately 2,200
employees and several hundred other potential creditors.  The
Debtors are party to numerous contracts, leases, and licenses that
must be assembled and reviewed as part of the process of
completing the schedules and statements.  The Debtors say that the
magnitude of the task, when taken together with the considerable
stresses of preparing for the filing of these Chapter 11 cases,
the anticipated burdens of preparing the Debtors' transition into
Chapter 11, and the pre-existing, ongoing day-to-day
responsibilities of operating the Debtors' businesses.

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

The Company filed for Chapter 11 bankruptcy protection on
January 19, 2010 (Bankr. S.D. Ga. Case No. 10-10134).  James T.
Wilson, Jr., Esq., who has an office in Augusta, GA, is the
Debtor's co-counsel.  Lazard Ltd. is the Debtor's financial
advisor, while Kurtzman Carson Consultants is its claims agent.
The Company listed $100,000,001 to $500,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

The Company's affiliates -- Athens Newspapers, LLC, et al. --
filed separate Chapter 11 petitions.


MORRIS PUBLISHING: Taps CRG Partners as Financial Advisor
---------------------------------------------------------
Morris Publishing Group, LLC, et al., have asked for permission
from the U.S. Bankruptcy Court for the Southern District of
Georgia to employ CRG Partners Group LLC as financial advisor,
nunc pro tunc to January 19, 2010.

Michael J. Epstein, managing partner of CRG Partners, says that
the firm will:

     a. assist in the generation of the necessary information and
        direct preparation of the Schedules and Statement of
        Financial Affairs, if and as required by the bankruptcy
        court;

     b. assist in the preparation of monthly operating reports in
        the form required by the U.S. Trustee and any applicable
        guidelines;

     c. give advice to the client related to the establishment of
        postpetition books and records; and

     d. support the client any interaction with the U.S. Trustee's
        office, as well as the representatives of the Unsecured
        Creditors Committee (should it be formed).

CRG Partner's billing rates for those professionals anticipated to
perform the majority of services in these cases range from $250 to
$675 per hour, depending on the professional assigned to the
project.

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

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

The Company filed for Chapter 11 bankruptcy protection on
January 19, 2010 (Bankr. S.D. Ga. Case No. 10-10134).  James T.
Wilson, Jr., Esq., who has an office in Augusta, GA, is the
Debtor's co-counsel.  Lazard Ltd. is the Debtor's financial
advisor, while Kurtzman Carson Consultants is its claims agent.
The Company listed $100,000,001 to $500,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

The Company's affiliates -- Athens Newspapers, LLC, et al. --
filed separate Chapter 11 petitions.


MORRIS PUBLISHING: Taps Neal Gerber as Gen. Reorganization Counsel
------------------------------------------------------------------
Morris Publishing Group, LLC, et al., have asked for permission
from the U.S. Bankruptcy Court for the Southern District of
Georgia to hire Neal, Gerber & Eisenberg LLP as general
reorganization and bankruptcy counsel, nunc pro tunc to the
Petition Date.

Neal Gerber will, among other things:

     (a) take necessary action on behalf of the Debtors to protect
         and preserve the Debtors' estates, including prosecuting
         actions on behalf of the Debtors, negotiating any and
         litigation in which the Debtors are involved, and
         objecting to claims filed against the Debtors' estates;

     (b) prepare on behalf of the Debtors all necessary motions,
         answers, orders, reports and other legal papers in
         connection with the administration of the Debtors'
         estates;

     (c) attend meetings and negotiate with representatives of
         creditors and other parties in interest, attend court
         hearings, and advise the Debtors on the conduct of their
         Chapter 11 cases;

     (d) perform any and all other legal services for the Debtors
         in connection with these Chapter 11 cases and with
         implementation of the Debtors' plan of reorganization;

The hourly rates of Neal Gerber's personnel are:

         Mark A. Berkoff, Partner             $645
         Deborah M. Gutfeld, Partner          $460
         Nicholas M. Miller, Partner          $410
         Brody Dawson, Associate              $290
         Jordan Galassie, Paralegal           $240

Mark A. Berkoff, a partner in Neal Gerber, assures the Court that
the firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

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

The Company filed for Chapter 11 bankruptcy protection on
January 19, 2010 (Bankr. S.D. Ga. Case No. 10-10134).  James T.
Wilson, Jr., Esq., who has an office in Augusta, GA, is the
Debtor's co-counsel.  Lazard Ltd. is the Debtor's financial
advisor, while Kurtzman Carson Consultants is its claims agent.
The Company listed $100,000,001 to $500,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

The Company's affiliates -- Athens Newspapers, LLC, et al. --
filed separate Chapter 11 petitions.


MORRIS PUBLISHING: Wants James Wilson as Bankruptcy Counsel
-----------------------------------------------------------
Morris Publishing Group, LLC, has sought authorization from the
U.S. Bankruptcy Court for the Southern District of Georgia to
employ James T. Wilson, Jr., P.C., as bankruptcy counsel.

James T. Wilson will:

     a. advise the Debtor on its legal powers and duties in the
        operation and management of its business as a debtor-in-
        possession;

     b. prepare necessary answers, orders, motions, adversary
        proceedings and other reports; and

     c. other legal services necessary in connection herewith.

The hourly rates of James T. Wilson's personnel are:

          James T. Wilson, Jr.          $350
          Paralegal                     $175

Mr. Wilson, a sole practitioner practicing under the name of James
T. Wilson, Jr., at James T. Wilson, Jr., P.C., assures the Court
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.  Mr. Wilson says that
the firm will make every effort not to duplicate services provided
by any other counsel appointed in this case.

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

The Company filed for Chapter 11 bankruptcy protection on
January 19, 2010 (Bankr. S.D. Ga. Case No. 10-10134).  James T.
Wilson, Jr., Esq., who has an office in Augusta, GA, is the
Debtor's co-counsel.  Lazard Ltd. is the Debtor's financial
advisor, while Kurtzman Carson Consultants is its claims agent.
The Company listed $100,000,001 to $500,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

The Company's affiliates -- Athens Newspapers, LLC, et al. --
filed separate Chapter 11 petitions.


MOVIE GALLERY: Bankruptcy Filing "As Soon As Next Week"
-------------------------------------------------------
People familiar with the matter told The Wall Street Journal Movie
Gallery Inc. is preparing to file for bankruptcy as soon as next
week.  The Journal's sources said the bankruptcy filing might be
as soon as Tuesday.  The sources, however, cautioned the filing
could be delayed.

On January 18, 2010, the Troubled Company Reporter ran a story
about Movie Gallery mulling the closure of about 1,000 stores as
it embarks on a second major restructuring.  Citing a report by
The Wall Street Journal, the TCR noted Movie Gallery has 2,700
video-rental locations across the U.S. and that the Company is
struggling under some $600 million in debt and a continued decline
in the store-based video-rental business.  The TCR said sources
told the Journal Movie Gallery has already asked liquidators to
bid for the inventory at an undisclosed number of its stores.

On Thursday, the Journal's Mike Spector and Peter Lattman, citing
their sources, said Movie Gallery could attempt to close about
two-thirds of its outlets -- about 1,800 stores -- which could
create a significant number of layoffs, given the company
currently employs 21,000.

According to Messrs. Spector and Lattman, Movie Gallery is
currently negotiating with lenders over a "prearranged"
bankruptcy.  A Journal source said current talks center around
Movie Gallery swapping a "significant" amount of debt for equity
in a reorganized company.

Movie Gallery didn't respond to requests for comment, according to
the Journal.

Movie Gallery is the nation's second-largest video-rental chain by
outlets behind Blockbuster Inc., and employs 21,000 workers. Some
of its strongest markets are in rural areas such as Clovis,
Calif., and Millinocket, Maine, where it runs stores under the
Movie Gallery and Hollywood Video nameplates.

As reported by the Troubled Company Reporter on December 16, 2009,
Financial Times said Movie Gallery selected Moelis & Company as
its financial advisor to help it navigate through the similar
pitfalls that catalyzed its original restructuring in 2007-2008.
FT said the company is operating under a 30-day grace period from
lenders after failing to files its audited financials.

                        About Movie Gallery

Based in Wilsonville, Oregon, Movie Gallery, Inc. is a home
entertainment specialty retailer serving urban, rural and suburban
markets in North America.  The Company operates through three
brands: Movie Gallery, Hollywood Video and Game Crazy. In March
2007, the Company acquired substantially all of the assets,
technology, network operations and customers of MovieBeam, Inc, an
on-demand movie service.  During the fiscal year ended January 6,
2008 (fiscal 2007), the Company ceased operations of its MovieBeam
business.

The Company and its affiliates filed for Chapter 11 protection on
Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853).
Kirkland & Ellis LLP and Kutak Rock LLP represented the Debtors.
The Bankruptcy Court confirmed a reorganization plan for Movie
Gallery in April 2008.  The Company emerged from bankruptcy on May
20, 2008, with private-investment firms Sopris Capital Advisors
LLC and Aspen Advisors LLC as its principal owners.  William Kaye
was appointed plan administrator and litigation trustee.


MUSCLE IMPROVEMENT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Muscle Improvement Inc.
        831 N. Harbor Drive
        Redondo Beach, CA 90277

Bankruptcy Case No.: 10-12736

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Muscle Improvement-Commerce, Inc.                  10-12756
Muscle Improvement-Hawthorne, Inc.                 10-12743
Abram and Ruth Tavera                              10-12765
Muscle Training Corporation                        10-_____
Muscle Improvement Holdings Corp.                  10-_____

Chapter 11 Petition Date: January 26, 2010

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

Debtor's Counsel: Robert M. Yaspan, Esq.
                  Law Offices of Robert M. Yaspan
                  21700 Oxnard St Ste 1750
                  Woodland Hills, CA 91367
                  Tel: (818) 905-7711
                  Fax: (818) 501-7711
                  Email: ryaspan@yaspanlaw.com

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

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

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

            http://bankrupt.com/misc/cacb10-12736.pdf

The petition was signed by Abram Tavera, chairman of the board of
the Company.


NAVISTAR INTERNATIONAL: S&P Gives Stable Outlook; Keeps BB- Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said it has revised its outlook
on Navistar International Corp. and related entities to stable
from negative and affirmed its 'BB-' corporate credit rating and
other ratings.

"The outlook revision reflects S&P's improved view of Navistar's
liquidity as a result of the company's positive cash generation
from manufacturing operations, even amid weak end-market demand,
and its refinancing of substantial near-term debt maturities at
both the parent and at its Navistar Financial Corp. subsidiary,"
said Standard & Poor's credit analyst Gregg Lemos Stein.  The
company reported free operating cash flow from manufacturing
operations of about $232 million in fiscal 2009, which exceeded
S&P's previous expectations despite still very weak conditions in
the company's core North American truck market.  S&P now believes
the risk of a downgrade has been reduced to less than a one-third
probability despite S&P's belief that industry demand may recover
only slightly in 2010, and Navistar's profitability may decline
because of a likely reduction in military sales.

S&P currently assumes that North American heavy- and medium-duty
truck sales will improve by only about 5% to 10% in 2010 compared
to the very weak 2009 levels, which were about 60% to 65% below
the peak levels of 2006.  S&P expects demand to remain volatile
throughout the year and possibly decline after the first quarter
following the U.S. emissions standard change that went into effect
Jan. 1, 2010, and which will make new engines more expensive.  For
the first quarter of 2010, truck sales may remain relatively high
until the inventory of engines built prior to Jan. 1, 2010, has
been sold.

Meanwhile, S&P expects Navistar's defense-related revenues to
decline from fiscal 2009 levels.  Navistar has said it expects
about $2.2 billion in defense-related sales this year and
$2 billion on an ongoing basis, compared to $2.8 billion in fiscal
2009.  After benefitting from the ramp-up of Mine Resistant Ambush
Protected armored vehicles for Iraq, Navistar failed to win a new
contract last year for lighter armored vehicles for Afghanistan,
which went to a competitor.  Navistar has firm orders for
approximately $1 billion in defense-related revenue and believes
it can win substantial additional business by retrofitting
existing armored vehicles for Afghanistan and by continuing to
sell a range of non-armored military trucks such as transport
vehicles as well as parts.  Still, S&P assumes the lower military
sales will lead to lower margins in 2010.

Navistar has said it expects manufacturing-segment profit of about
$700 million to $750 million for the fiscal year ending Oct. 31,
2010, compared to 2009 levels of $707 million (excluding a
settlement with Ford Motor Co.).

The ratings on Navistar reflect the company's fair business risk
profile and aggressive financial risk profile.  Key business risks
include the severe cyclicality and capital-intensity of the North
American commercial-vehicle industry.  These risks are partly
offset by Navistar's stable to improving market shares in
commercial-truck segments and by the expansion of its military
business in recent years.  In S&P's view, Navistar's geographic
diversity is low, despite its long-term goals to increase its
overseas presence through joint ventures.

NFC, a wholly owned subsidiary, has substantial funding needs to
provide financing to dealers and retail customers, and S&P
believes these funding needs will likely increase if truck market
conditions improve in coming years.

The stable outlook reflects S&P's view that the company can
maintain adequate credit measures even if the North American
commercial-truck market downturn persists through much of this
year.  S&P could lower the ratings if S&P believed free operating
cash flow from manufacturing operations would turn negative for
all of fiscal 2010, perhaps as a result of further declines in
demand.  In S&P's view, free operating cash flow could turn
negative if truck shipments decline in 2010 from the very weak
levels of 2009, or if the company falls well short of its goal to
generate $2.2 billion in defense-related revenues in 2010.  S&P
could also lower the ratings if the company failed to generate
manufacturing-segment profit of $600 million or better, as this
would likely equate to an adjusted-debt-to-EBITDA ratio exceeding
5x.

Prospects for an upgrade appear limited for now but would be
predicated upon demand rebounding in Navistar's core commercial-
truck markets, leading to consistent margin improvement and
substantial free cash flow generation at all stages of the cycle.
Another potential key to any upgrade would be permanent debt
reduction such that leverage, including S&P's adjustments,
declines below 3x.


NORTHAMPTON GENERATING: Won't Fully Meet Debt Payments, Fitch Says
------------------------------------------------------------------
Fitch Ratings has received Northampton Generating Company, L.P.'s
Continuing Disclosure dated Jan. 21, 2010.  The Continuing
Disclosure confirms that Northampton paid in full its semi-annual
debt payment due Dec. 31, 2009 for Northampton's $153 million
senior tax-exempt series 1994 A resource recovery revenue bonds
due 2009 to 2019.  However, available cash from operations was
insufficient to fully fund the semi-annual payment of
approximately $12.533 million, requiring a draw of approximately
$3.967 million from the senior bond debt service reserve fund.
The remaining balance in the senior bond reserve fund is
approximately $6.133 million.

In October 2009, Fitch downgraded to 'C' from 'CC' the rating on
the senior bonds, following a technical default for Northampton's
failure to pay fully its 2009 third quarter allocation to the bond
payment account.  At that time, Fitch stated that it did not
expect that the payment shortfall would be eliminated with cash
from operations in the fourth quarter.  In September 2008, Fitch
noted that a draw on the senior bond reserve fund was expected for
2010 and possibly in 2009.  Fitch continues to expect that
Northampton will be unable to fully meet its scheduled debt
service payments for 2010 from operating cash flow and expects the
senior bond reserve fund to be depleted no later than 2012.  The
information in Northampton's Continuing Disclosure is consistent
with Fitch's prior expectations, and no new rating action on the
senior bonds is anticipated at this time.

Northampton consists of a 112 megawatt (net) coal-fired qualifying
facility in Northampton County, PA, that supplies energy to
Metropolitan Edison Co. (Issuer Default Rating 'BBB-' with a
Stable Outlook by Fitch) under a long-term power purchase
agreement.  Northampton is structured as a limited partnership and
is owned by indirect subsidiaries of Calypso Energy Holdings LLC,
which is owned by Cogentrix Energy, LLC, and investment companies
managed by EIF Management, LLC.  Subsidiaries of Cogentrix manage
the partnership and perform operations and maintenance at the
facility.


N.Y. RACING: Facing $37,000 Daily Fine for Environmental Offenses
-----------------------------------------------------------------
Victor G. Mimoni at The Queens Courier says New York Racings
Associations is facing a $37,500 fine per day for each of 14
offenses at the Saratoga, Belmont, and Aqueduct race tracks for
environmental violations from the state Department of
Environmental Conservation.

A DEC inspector said it observed an illegal discharge of waste
water from horse washing to the on-site storm drain system that
leads to the Nassau County system.  horse manure and bedding
material were observed overflowing concrete pits used to contain
them, Mr. Mimoni relates.

                           About NYRA

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The Company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  The U.S. Trustee for Region 2 appointed an Official
Committee of Unsecured Creditors and Edward M. Fox, Esq., Eric T.
Moser, Esq., and Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart
Preston Gates Ellis LLP, represent the Committee.

When the Debtor sought protection from its creditors, it listed
assets of $153 million and debts of $310 million.


OSCIENT PHARMA: Guardian II Can Use Cash Collateral Until March 1
-----------------------------------------------------------------
The Hon. Henry J. Boroff of the U.S. Bankruptcy Court for the
District of Massachusetts, in its fourth extension order,
authorized Guardian II Acquisition Corporation, a debtor-affiliate
of Oscient Pharmaceuticals Corporation, to:

   (i) use cash collateral of Paul Royalty Fund Holdings and U.S.
       Bank National Association, as trustee and collateral agent
       for the prepetition second lien noteholders until March 1,
       2010; and

  (ii) grant adequate protection to the prepetition lenders.

A hearing on the further use of cash collateral will be held on
February 25, 2010, at 2:00 p.m., at the U.S. Bankruptcy Court,
Springfield.  Objections, if any, are due on February 22, 2010, at
4:30 p.m.

As reported in the Troubled Company Reporter on July 30, 2009,
Guardian told the Court that absent the use of cash collateral, it
will have to cease operations immediately, which will
significantly reduce the value of Guardian's principal asset,
ANTARA.  Also, absent the ability to use cash collateral to pay
Oscient for postpetition services, Guardian will be unable to
continue sales of ANTARA or effect a successful sale of assets or
other reorganization.

As adequate protection for any diminution in value of Paul
Royalty's collateral, the Debtors will grant Paul Royalty a senior
adequate protection liens on all presently owned and hereafter
acquired assets of Guardian to the extent of any diminution in
value of Paul Royalty's security interests.  Paul Royalty will
also be granted an allowed superpriority administrative expense
claim -- junior only to a carve-out for certain expenses --
pursuant to Sections 503(b) and 507(b) of the Bankruptcy Code.

U.S. Bank, as the second lien agent, will be granted junior
adequate protection liens on its collateral, to the extent of any
diminution in value.  It will also have an allowed superpriority
administrative expense claim, junior only to the carve-out and
Paul Royalty's superpriority claim.

                  About Oscient Pharmaceuticals

Based in Waltham, Massachusetts, Oscient Pharmaceuticals
Corporation -- http://www.antararx.com/and
http://www.factive.com/-- markets two FDA-approved products in
the United States: ANTARA(R) (fenofibrate) capsules, a
cardiovascular product and FACTIVE(R) (gemifloxacin mesylate)
tablets, a fluoroquinolone antibiotic.  ANTARA is indicated for
the adjunct treatment of hypercholesterolemia (high blood
cholesterol) and hypertriglyceridemia (high triglycerides) in
combination with diet.  FACTIVE is approved for the treatment of
acute bacterial exacerbations of chronic bronchitis and community-
acquired pneumonia of mild to moderate severity.  ANTARA accountsi
for over 80% of the Debtors' 2008 revenues.  The Debtors also have
a late-stage antibiotic candidate, Ramoplanin, for the treatment
of Clostridium difficile-associated disease.

As of December 31, 2008, the Debtors' audited consolidated
financial statements reflected total assets of $174 million and
total liabilities of $255 million.

Oscient Pharmaceuticals Corporation together with an affiliate
filed for Chapter 11 on July 13, 2009 (Bankr. D. Mass. Case No.
09-16576).  Judge Henry J. Boroff presides over the case.  Charles
A. Dale III, Esq., at K&L Gates LLP, represents the Debtors.  The
Debtors also hired Ropes & Gray LLP as special litigation counsel,
and Broadpoint Capital Inc. as financial advisor.  In its
petition, Oscient listed assets ranging from $50,000,001 to
$100,000,000, and debts ranging from $100,000,001 to $500,000,000.


OSCIENT PHARMACEUTICALS: Has Until February 10 to Propose a Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
extended Oscient Pharmaceuticals Corporation and Guardian II
Acquisition Corporation's exclusive periods to propose a plan of
reorganization and solicit acceptances for that plan until
February 10, 2010, and April 9, 2010.

This is the fourth extension of the Debtors' exclusive periods.

Waltham, Massachusetts-based, Oscient Pharmaceuticals Corporation
-- http://www.antararx.com/and http://www.factive.com/--
marketed two FDA-approved products in the United States: ANTARA(R)
(fenofibrate) capsules, a cardiovascular product and FACTIVE(R)
(gemifloxacin mesylate) tablets, a fluoroquinolone antibiotic.
ANTARA is indicated for the adjunct treatment of
hypercholesterolemia (high blood cholesterol) and
hypertriglyceridemia (high triglycerides) in combination with
diet.  FACTIVE is approved for the treatment of acute bacterial
exacerbations of chronic bronchitis and community-acquired
pneumonia of mild to moderate severity.  ANTARA accountsi for over
80% of the Debtors' 2008 revenues.  The Debtors also had a late-
stage antibiotic candidate, Ramoplanin, for the treatment of
Clostridium difficile-associated disease.  As of Dec. 31, 2008,
the Debtors' audited consolidated financial statements reflected
total assets of $174 million and total liabilities of
$255 million.

Oscient Pharmaceuticals Corporation together with an affiliate
filed for Chapter 11 on July 13, 2009 (Bankr. D. Mass. Case No.
09-16576).  Judge Henry J. Boroff presides over the case.  Charles
A. Dale III, Esq., at K&L Gates LLP, represents the Debtors.  The
Debtors also hired Ropes & Gray LLP as special litigation counsel,
and Broadpoint Capital Inc. as financial advisor.

As reported by the TCR on Sept. 23, 2009, Oscient has obtained
Court approval to sell its cholesterol-lowering drug Antara to
Lupin Ltd. for $38.6 million.  Lupin, an Indian generic drugmaker,
outbid Akrimax Pharmaceuticals LLC at a court-supervised auction.
New Jersey based Akrimax was the lead bidder at the start of the
auction with a $20 million offer and eventually raised its offer
to $35.4 million including a break-up fee and royalty payments.

Oscient earlier won approval from the Bankruptcy Court to sell
commercial rights to antibiotic Factive to Cornerstone
Therapeutics Inc.  Cornerstone agreed to pay $5,000,000 plus an
amount for purchased inventory.


PARADISE PALMS: Amends Schedules of Assets and liabilities
----------------------------------------------------------
Paradise Palms, LLC, filed with the U.S. Bankruptcy Court for the
Middle District of Florida an amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $6,906,520
  B. Personal Property              $394,147
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $17,760,691
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $186,041
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,965,814
                                 -----------      -----------
        TOTAL                     $7,300,667      $19,912,546

Kissimmee, Florida-based Paradise Palms, LLC, is developing 120
acres of land in Osecola County, Florida.  The Company filed for
Chapter 11 bankruptcy protection on November 23, 2009 (Bankr. M.D.
Fla. Case No. 09-17926).  R Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine LLP assists the Company in its restructuring
effort.


PENN TRAFFIC: Files Schedules of Assets and Liabilities
-------------------------------------------------------
The Penn Traffic Company filed with the U.S. Bankruptcy Court for
the District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $24,936,325
  B. Personal Property           $83,061,116
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $55,236,354
  E. Creditors Holding
     Unsecured Priority
     Claims                                      $196,093,039
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $17,941,679
                                 -----------      -----------
        TOTAL                   $107,997,441     $269,271,072

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.


PENN TRAFFIC: Price Chopper Wants 3% Breakup Fee
------------------------------------------------
Price Chopper commenced an adversary proceeding against Penn
Traffic Co. to seek payment of $1.6 million after its failed bid
to acquire 22 P&C Foods supermarkets for $54 million.

The lawsuit filed before the U.S. Bankruptcy Court for the
District of Delaware came after Tops Market outbid Price Chopper
with an offer of $85 million for the Company's 79 supermarkets and
other assets.  The sale has been approved by the Bankruptcy Court.

According to Bill Rochelle at Bloomberg News, Schenectady, New
York-based Price Chopper said that it first offered to buy four
stores for $12 million.  It raised the price to $46 million for 22
stores and eventually signed a contract with Penn Traffic to pay
$54 million.

The report relates that Price Chopper added it agreed to raise the
price by $8 million in return for a provision in the contract
saying there would be no auction and Penn Traffic and its
creditors would not solicit higher offers.  The contract did allow
Penn Traffic to provide information on request by other possible
buyers.

Before the hearing where Penn Traffic was to ask for Bankruptcy
Court approval of the Price Chopper contract, Williamsville, New
York-based Tops made an offer for all the assets on terms that
were more beneficial to the bankrupt estate.  Penn Traffic dropped
the contract with Price Chopper and had the bankruptcy court sign
an order on Jan. 25 officially approving the sale to Tops.

Tops sued Penn Traffic on breach of contract and other claims.
According to the Bloomberg report, Tops wants payment of $1.62
million, representing what it says is a standard 3% breakup fee
allowed in the Delaware bankruptcy courts.

                        About Penn Traffic

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

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


PERRY COUNTY: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Perry County Associates, LLC
        2870 Peachtree Rd Box 126
        Atlanta, GA 30305

Bankruptcy Case No.: 10-00277

Debtor-affiliate filing separate Chapter 11 petition:

    Entity                                 Case No.
    ------                                 --------
Perry Uniontown Ventures I, LLC            10-00276

Chapter 11 Petition Date: January 26, 2010

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

Debtors' Counsel: Jeffery J. Hartley, Esq.
                  Helmsing, Leach, Herlon, Newman & Rouse
                  P.O. Box 2767
                  Mobile, AL 36652-2767
                  Tel: (251)432-5521
                  Email: jjh@helmsinglaw.com

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

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

Perry County Associates, LLC's 3 largest unsecured creditors, is
available for free at:

            http://bankrupt.com/misc/alsb10-00277.pdf

A. Perry County Associates, LLC's List of 3 Largest Unsecured
Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Phillips and Jordan, Inc.  Lien                   $3,915,792
Post Office Box 2295
Zephyrhills, FL 33539-2295

Perry County Commission    County Fee             $779,837
Post Office Box 478
Marion, AL 36756

Alabama Department of      Sales Tax              $11,000
Revenue
Sales Use & Business Tax
Division


Perry Uniontown Ventures I, LLC's 13 largest unsecured creditors,
is available for free at:

            http://bankrupt.com/misc/alsb10-00276.pdf

B. Perry Uniontown Ventures I, LLC's List of 13 Largest Unsecured
Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Phillips and Jordan, Inc.  Lien                   $3,915,792
Post Office Box 2295
Zephyrhills, FL 33539-2295

Phill-Con Services, LLC    Trade Debt             $2,428,552
608 Mabry Hood Rd,
Suite 202-12
Knoxville, TN 37932

Team Porter, Inc.          Trade Debt             $1,922,440
3280 Peachtree Rd NE,
Suite 1400
Atlanta, GA 30305

MetLife                    Bank Loan              $1,245,250
10 Park Avenue
Post Office Box 1902
Morristown, NJ 07962

Ensign Peak Advisors, Inc. Bank Loan              $1,245,250
50 E. North Temple St.,
Rm 1592S
Salt Lake City, UT 84150

Perry County Commission    County Fee             $779,837
Post Office Box 478
Marion, AL 36756

Briarcliff 55 LLC          Loan                   $594,777
5330 Mount Vernon Pkwy
Atlanta, GA 30327

Alabama Department of      Sales Tax              $11,000
Revenue
Sales Use & Business Tax
Division

Seagull Consulting II,     Bank Loan              $10,000
Inc.

First Insurance Funding    Trade Debt             $7,696
Corp.

Hartman, Simons, Spielman  Bank Loan              $5,395
& Wood, LLP

Sadat Associates           Trade Debt             $4,112

Smith & Staggs, LLP        Bank Loan              $242

The petition was signed by James C. Stanley, the company's chief
restructuring officer.


PHILADELPHIA NEWSPAPERS: Heats Up Rule 2019 Debate
--------------------------------------------------
Philadelphia Newspapers LLC has pushed for more disclosure from
creditor groups under Rule 2019 of the Federal Rules of Bankruptcy
Procedure.

Counsel to the steering group of prepetition lenders, with
Citizens Bank of Pennsylvania, as administrative agent, filed an
objection, noting of a ruling by the Honorable Christopher J.
Sontchi in Six Flags Inc.'s Chapter 11 case (Bankr. D. Del. Case
No. 09-12019), in which he denied a motion by the creditors
committee compelling a noteholder group to comply with Rule 2019.

Philadelphia Newspapers wants the Steering Committee (a) to fully
comply with Bankruptcy Rule 2019, by requiring each former and
present member to disclose (i) the amount of each of its claims,
(ii) the dates the claims were acquired, (iii) the amount paid
therefor and (iv) any subsequent disposition thereof, and (b)
barred from participating in the case until all disclosure
deficiencies are remedied.

                   About Philadelphia Newspapers

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products. The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  The Garden City Group, Inc., serves
as claims and notice agent.  Philadelphia Newspapers listed assets
and debts of $100 million to $500 million in its bankruptcy
petition.


PINE GARDENS-MINER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Pine Gardens-Miner Street, L.P.
        PO Box 660122
        Sacramento, CA 95866

Bankruptcy Case No.: 10-21745

Chapter 11 Petition Date: January 26, 2010

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

Judge: Robert S. Bardwil

Debtor's Counsel: Scott H. McNutt, Esq.
                  188 The Embarcadero #800
                  San Francisco, CA 94105
                  Tel: (415) 995-8475

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/caeb10-21745.pdf

The petition was signed by James Johnston, managing partner of the
Company.


PLAYER WIRE: Executor Authorized to File Chapter 11 Petition
------------------------------------------------------------
WestLaw reports that even assuming that an ex-wife automatically
became a member of a limited liability company 180 days after her
former husband's death, when the husband's financial obligations
under a property settlement agreement, for which he had pledged
his interest in the LLC as security, had not been fully satisfied,
the ex-wife's membership in the LLC would not negate the authority
that an executor of the husband's probate estate possessed, as a
result of a proxy executed by the other executor at a time when
they held all membership interests in the LLC, to file a
bankruptcy petition on the LLC's behalf.  The ex-wife did nothing
to revoke this previously granted authority before a petition was
filed.  Thus, a Chapter 11 case could not be dismissed under "for
cause" dismissal provision based on the alleged lack of authority
of the executor to file the petition.  In re Player Wire Wheels,
Ltd., --- B.R. ----, 2009 WL 5194536 (Bankr. N.D. Ohio) (Woods,
J.).

Player Wire Wheels, Ltd., dba B & R Wholesale Tire dba INC WHEELS
filed a voluntary Chapter 11 petition (Bankr. N.D. Ohio Case No.
09-40906) on March 21, 2009, signed by "Roy L. Crick, Member by
Executor Power/Authorized Representative."  The Debtor is
represented by Andrew W. Suhar, Esq., and Melissa M. Macejko,
Esq., at Suhar & Macejko, LLC, in Youngstown, Ohio.  The Debtor
estimated its assets and debts at less than $10 million at the
time of the filing.


PLAYER WIRE: Plan Satisfied "Best Interest of Creditors Test"
-------------------------------------------------------------
WestLaw reports that even assuming that the ex-wife of the
deceased sole member of a bankrupt limited liability company , due
to the fact that membership interests had been pledged to secure a
divorce-related debt upon which executors of her late husband's
probate estate had purportedly defaulted, had a membership
interest in the LLC, a plan proposed by the executors of late
husband's probate estate on behalf of the LLC satisfied the "best
interests of creditors" test.  The plan provided for the debtor to
turn over $385,000, the value of total membership interests as
established by objective analyses of third party valuation
experts, to the probate estate to be held until pending
arbitration was concluded and then distributed based on the
arbitrator's determination of the executors' and the ex-wife's
respective membership interests in the LLC.  In re Player Wire
Wheels, Ltd., --- B.R. ----, 2009 WL 5194535 (Bankr. N.D. Ohio)
(Woods, J.).

Player Wire Wheels, Ltd., dba B & R Wholesale Tire dba INC WHEELS
filed a voluntary chapter 11 petition (Bankr. N.D. Ohio Case No.
09-40906) on March 21, 2009, signed by "Roy L. Crick, Member by
Executor Power/Authorized Representative."  The Debtor is
represented by Andrew W. Suhar, Esq., and Melissa M. Macejko,
Esq., at Suhar & Macejko, LLC, in Youngstown, Ohio.  The Debtor
estimated its assets and debts at less than $10 million at the
time of the filing.  The Honorable Kay Woods entered her order
confirming the Debtor's chapter 11 plan on Dec. 30, 2009.


PROTECTION ONE: Plans to Sell Assets to Maximize Share Value
------------------------------------------------------------
Protection One Inc. said it is commencing a process to explore and
evaluate strategic alternatives, including a possible sale of the
Company, in order to maximize shareholder value.  Protection One
has engaged J. P. Morgan to advise the Company's Board of
Directors in this process.

The Company noted that there can be no assurance that this review
of strategic alternatives will result in Protection One pursuing
any transaction, or that any transaction pursued by the Company
will be completed.  Protection One does not anticipate making any
further public comment regarding its process until and unless a
definitive agreement on a transaction is reached, and no assurance
can be given that such an agreement will be entered into.

                     About Protection One

Protection One, Inc., is principally engaged in the business of
providing security alarm monitoring services, including sales,
installation and related servicing of security alarm systems for
residential and business customers.  The Company also provides
monitoring and support services to independent security alarm
dealers on a wholesale basis.  Affiliates of Quadrangle Group LLC
and Monarch Alternative Capital LP own roughly 70% of the
Company's common stock.

At September 30, 2009, the Company had total assets of
$628,119,000 against total liabilities of $711,392,000, resulting
in stockholders' deficiency of $83,273,000.


QHB HOLDINGS: Court Confirms Prepackaged Plan of Reorganization
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
the prepackaged Plan of Reorganization proposed by QHB Holdings
LLC and its debtor-affiliates.

According to the Disclosure Statement, the Plan contemplates to
restructure the Debtors' outstanding indebtedness.  The Debtors
relate that through consummation of the restructuring, they intend
to reorganize their capital structure, significantly reduce their
indebtedness, and improve their liquidity, while providing
adequate time to execute their business strategy.

In conjunction with the restructuring, the current ownership of
QHB Holdings will be reorganized prior to the filing of any
Chapter 11 Cases, and prior to completion of the restructuring,
through an equity reorganization.

Under the Plan, the restructuring may be effected as a consensual
transaction outside of bankruptcy in which:

   (i) the proposed parties to the New First Lien Credit Agreement
       would execute, and deliver to each other, the New First
       Lien Credit Agreement;

  (ii) the Second Lien Lenders and New QHB would execute the
       Second Lien Exchange Agreement whereby the Second Lien Debt
       would be exchanged for New Common Stock; and

(iii) the Noteholders and New QHB would execute the Noteholder
       Exchange Agreement, whereby the Note Claims would be
       exchanged for New Common Stock.

The Plan provides that each holder of an allowed general unsecured
claim will be paid in full in accordance with the reinstated
rights as and when the payment is due.

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

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

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

Green Cary, North Carolina-based QHB Holdings LLC and its debtor-
affiliates filed for Chapter 11 on December 4, 2009, (Bankr. D.
Del. Lead Case No. 09-14312).  Eric Michael Sutty, Esq., and
Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP represent the
Debtors in their restructuring efforts.  The Debtors listed assets
and debts both ranging from $500,000,001 to $1,000,000,000.


QHB HOLDINGS: Court Sets February 28 as Claims Bar Date
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established February 28, 2010 at 4:00 p.m. (Prevailing Eastern
Time) as the last day for any individual and entity to file proofs
of claim against QHB Holdings LLC and its debtor-affiliates.

Proofs of claim must be filed with:

if by mail:

   QHB Holdings LLC Claims Processing Center
   c/o Epiq Bankruptcy Solutions, LLC
   FDR Station
   P.O. Box 5285
   New York, NY 10150-5285

if by delivery by messenger or overnight courier:

   QHB Holdings LLC Claims Processing Center
   c/o Epiq Bankruptcy Solutions, LLC
   757 Third Avenue, Third Floor
   New York, NY 10017

Green Cary, North Carolina-based QHB Holdings LLC and its debtor-
affiliates filed for Chapter 11 on December 4, 2009, (Bankr. D.
Del. Lead Case No. 09-14312).  Eric Michael Sutty, Esq., and
Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP represent the
Debtors in their restructuring efforts.  The Debtors listed assets
and debts both ranging from $500,000,001 to $1,000,000,000.


QUESTEX MEDIA: Plan Filing Exclusivity Extended to May 3
--------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Questex Media Group
Inc. obtained a 90-day extension of the exclusive right to propose
a plan until May 3.  The Company said it will use the additional
time to "determine the appropriate strategy for conducting an
orderly wind-down."

Questex Media Group in December completed the sale of the business
to first-lien lenders who bought the operation in exchange for
$120 million in secured debt and the assumption of $15 million
provided to finance the reorganization.

Questex Media Group, Inc. -- http://www.questex.com/-- provides
media and telecommunication services.  The Debtors' media
properties include 23 trade publications and 150 digital
publications.  The Company was formed in 2005 by Audax Group Inc,
a private equity firm based in Boston, which bought business units
from Advanstar Holdings Inc for $185 million.

Questex Media and its affiliates filed for Chapter 11 on Oct. 5
(Bankr. D. Del. Lead Case No. 09-13423).  James Stempel, Esq., and
Erik Chalut, Esq., at Kirkland & Ellis LLP, and Michael Nestor,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  The Debtors' investment
bankers are Miller Buckfire & Co., LLC.  The First Lien Steering
Committee is being advised by legal counsel, Weil, Gotshal &
Manges LLP; and investment bankers Imperial Capital, LLC.  The
Company says it has assets of $299 million against debts of $321
million as of the filing of its petition.


READER'S DIGEST: Gets Nod to Issue Notes to Refinance Exit Loans
----------------------------------------------------------------
The Reader's Digest Association Inc. and its units obtained the
Court's authority to enter into an agreement to issue and sell
notes to refinance their (i) obligations under their new first and
second priority secured term loans to be issued on the effective
date of their plan of reorganization, and (ii) reinstated euro
term loan.  The Debtors also ask the Court to approve certain
indemnification and contribution obligations, and payment of fees
and expenses to the initial purchasers.

James H.M. Sprayregen P.C., Esq., at Kirkland & Ellis LLP, in New
York, relates that the Debtors are moving expeditiously to exit
from the Chapter 11 cases, and hope to have the Effective Date of
the Plan occur no later than January 31, 2010.  On January 19, the
Court entered its findings of fact, conclusions of law and order
confirming the Debtors' Third Amended Joint Chapter 11 Plan of
Reorganization.

Pursuant to the Debtors' debtor-in-possession credit agreement, on
the Effective Date, the DIP Facility will (a) subject to the terms
of the DIP Facility, convert into a new first priority term loan
pursuant to the Exit Credit Agreement, or (b) be paid off in full
in cash.  In addition, the Plan provides that, on the Effective
Date, the Debtors will enter into a new second priority term loan,
and reinstate their euro term loan.  As noted in the Disclosure
Statement, Mr. Sprayregen notes, the New First Priority Term Loan,
the New Second Priority Term Loan and the Reinstated Euro Term
Loan may be refinanced at any time.

As part of a proposed refinancing, the Debtors are working with
J.P. Morgan Securities Inc., Goldman, Sachs & Co., Credit Suisse
(USA) Securities, Inc., and potentially certain other parties for
a proposed purchase and sale of senior secured fixed rate notes
and senior secured floating rate notes pursuant to the Purchase
Agreement.  The Initial Purchasers will work with the Debtors to
prepare offering materials to be used in a "road show" to identify
qualified institutional purchasers, to whom the Initial Purchasers
will resell the Securities.

While the terms of the Purchase Agreement, including pricing and
cost, are not yet finalized, and the Debtors have not made a final
decision as to whether to proceed with the Purchase Agreement,
they say they are seeking authority to enter into the Purchase
Agreement at this time for several important reasons.  The Debtors
believe that the current conditions in the bond market may make it
an optimal time to arrange an issuance and sale of the Securities.

By taking advantage of current market conditions and locking in
commitments as soon as possible, the Debtors anticipate being able
to refinance their obligations under the Exit Facilities,
according to Mr. Sprayregen.  Were the Debtors to proceed with the
refinancing, they believe the refinancing will result in
significant savings as well as ensure certainty in a financing
landscape that is dynamic, ever-changing and subject to global
economic conditions, Mr. Sprayregen asserts.  He notes that the
Debtors cannot be sure that optimal conditions will exist in the
future given the volatile and unpredictable nature of the
financial markets.

Once the terms of the Purchase Agreement are finalized, the
Debtors will need to move quickly to effectuate the transaction,
Mr. Sprayregen tells the Court.  Because it is impracticable for
the Debtors to finalize the terms of the Purchase Agreement and
subsequently file a motion seeking authority to enter into that
agreement, he avers that the Debtors are seeking authority at this
time.  He assures Judge Gonzalez that the Debtors intend to enter
into the Purchase Agreement only if entry into the Purchase
Agreement will result in material interest expense savings.

The Debtors say they intend to communicate the proposed material
terms of the Purchase Agreement to the steering committee for the
prepetition lenders and the Official Committee of Unsecured
Creditors on a confidential basis once terms are finalized.  In
addition, in the meanwhile, the Debtors disclose that they will
explore if alternative financing can be obtained on better
economic or other terms than could be obtained through the
Purchase Agreement, including through a bank financing, prior to
executing the Purchase Agreement.

Should they proceed with the Purchase Agreement, the Debtors will
utilize the proceeds from the sale of the Securities to pay off
the principal on the Exit Facilities, Mr. Sprayregen tells Judge
Gonzalez.

The salient terms of the Purchase Agreement are:

  (a) The Reader's Digest Association, Inc., agrees to issue and
      sell the Securities to the Initial Purchasers, and each
      Initial Purchaser, agrees, severally and not jointly, to
      purchase from Reader's Digest the respective principal
      amount of the Fixed Rate Notes and Floating Rate Notes;

  (b) Reader's Digest and each of the Guarantors jointly and
      severally agree to indemnify and hold harmless each
      Initial Purchaser from and against all losses, claims,
      damages and liabilities that arise out of, or are based
      upon, any untrue statement contained in the Preliminary
      Offering Memorandum, or any untrue statement made in
      reliance upon and in conformity with any information
      relating to any Initial Purchaser furnished to Reader's
      Digest in writing by the Initial Purchaser through its
      representatives;

  (c) If the Indemnification Obligations are unavailable to an
      Indemnified Person or insufficient in respect of any
      losses, then each Indemnifying Person, in lieu of
      indemnifying that Indemnified Person, will contribute to
      the amount paid or payable by the Indemnified Person as a
      result of the losses, claims, damages or liabilities:

      * in proportion as is appropriate to reflect the relative
        benefits received by Reader's Digest and the Guarantors,
        on the one hand, and the Initial Purchasers on the other
        from the offering of the Securities; or

      * if that first allocation is not permitted by applicable
        law, in proportion as is appropriate to reflect not only
        the relative benefits of that allocation but also the
        relative fault of Reader's Digest and the Guarantors,
        and the Initial Purchasers in connection with the
        statements or omissions that resulted in those losses,
        claims, damages or liabilities, as well as any other
        relevant equitable considerations; and

  (d) Whether or not the transactions contemplated by the
      Purchase Agreement are consummated or the Purchase
      Agreement is terminated, Reader's Digest and each of the
      Guarantors jointly and severally agree to pay all costs
      and expenses incident to the performance of their
      respective obligations.

Mr. Sprayregen notes that both the Debtors and the Reorganized
Debtors will be bound by the terms of the Purchase Agreement
solely upon execution of and entry into the Purchase Agreement.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


READER'S DIGEST: S&P Assigns 'B' Rating on $525 Mil. Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Pleasantville, New
York-based Reader's Digest Assn. Inc.'s proposed $525 million
senior secured notes due 2017 its preliminary 'B' issue rating
with a recovery rating of '4', indicating S&P's expectation of
average (30% to 50%) recovery for noteholders in the event of a
payment default.

The company plans to use proceeds, along with cash on the balance
sheet, to refinance $555 million of the exit capital structure.
Reader's Digest filed for Chapter 11 bankruptcy protection on
Aug. 24, 2009.

S&P also expect to assign the reorganized company, along with its
RDA Holding Co. parent, S&P's 'B' corporate credit rating upon its
emergence from bankruptcy protection.

On Jan. 19, 2010, the U.S. Bankruptcy Court for the Southern
District of New York issued its order confirming Reader's Digest's
Plan of Reorganization.  Under the terms of the Plan of
Reorganization, Reader's Digest will reduce its total debt from
approximately $2.2 billion, to approximately $555 million ("the
exit capital structure"), and holders of its prepetition senior
secured debt will receive substantially all of the common stock of
the emerged entity.  Under the exit capital structure outlined in
the Plan of Reorganization, upon emergence, the company's debt
capitalization would consist of:

* A $150 million first-priority U.S. term loan (converted from the
  DIP facility),

* A $105 million first-priority secured German term loan (a
  reinstatement of the existing German term loan), and

* A second-priority $300 million term loan (the converted portion
  of the prepetition senior secured debt).

On Jan. 25, 2010, the bankruptcy court entered an order
authorizing Reader's Digest, in its discretion, to enter into a
senior secured note agreement to refinance its obligations under
its proposed exit capital structure.  In the motion requesting the
authorization to pursue the refinancing, Reader's Digest stated
that it would only proceed with the refinancing if it would result
in a material interest expense savings.  The company expects that
the refinancing, if consummated, would be substantially concurrent
with the company's emergence from bankruptcy.

The preliminary issue rating and S&P's expected 'B' corporate
credit rating are subject to the reorganized Reader's Digest's
timely emergence from bankruptcy and substantial consummation of
its first amended plan of reorganization, including its exit
capital structure, which the bankruptcy court confirmed by its
order on Jan. 19, 2010.  The preliminary and expected ratings are
also subject to the $555 million portion of the exit capital
structure being refinanced by the proposed $525 million senior
secured notes at, or shortly after, emergence, and the senior
secured notes being finalized on substantially the same terms as
represented to us, including, but not limited to pricing on the
notes.  Any changes to the refinancing capital structure may
result in Standard & Poor's assigning different ratings.  If the
exit financing is not refinanced by the proposed notes and the
company emerges from bankruptcy with the exit capital structure,
the preliminary issue rating would be withdrawn and the expected
issuer rating could be lower, but S&P currently believe by no more
than one notch.  The preliminary and expected ratings are also
subject to S&P's receipt and satisfactory review of final
indenture and credit agreements.  The company has indicated that
it expects to emerge from bankruptcy on Jan. 31, 2010.

The expected 'B' rating reflects S&P's view of:

* Reader's Digest's exposure to economic cyclicality;

* The highly competitive nature of the publishing business;

* Secular pressures facing the publications business;

* The mature growth prospects of the company's direct marketing
  business;

* The outmoded nature of the Reader's Digest flagship magazine;
  and

* An increasingly uncompetitive direct marketing model focused on
  selling music, videos, and books.

In S&P's view, the position of the company's flagship publication
as the world's highest circulating paid magazine does not offset
these factors.

Standard & Poor's has provided the foregoing independent credit
opinions based on the information that has been provided.  In
offering such opinions, Standard & Poor's is independent from the
engaging company and any parties to the bankruptcy proceeding.
S&P does not advise, advocate or support any particular plan of
reorganization and a rating opinion does not indicate whether the
plan is fair, reasonable or appropriate or likely to be confirmed
as the basis for the company's emergence from bankruptcy.   The
issue ratings provided by Standard & Poor's to companies prior to
exiting bankruptcy are preliminary, and subsequent developments or
changes to the plan or information considered by us in S&P's
analysis could result in final conclusions that differ from the
preliminary ratings.   Issuer ratings provided by Standard &
Poor's to companies prior to exiting bankruptcy are S&P's current
opinion of the ratings that S&P expects to assign at a future date
and subsequent developments or changes to the plan or information
considered by us in S&P's analysis could result in rating
conclusions that differ from the expected ratings.  Rating
opinions provided by Standard & Poor's to a company in bankruptcy
are assumed to be used in accordance with all applicable laws.


REVERE BEACH: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Revere Beach Holdings, LLC
        87 Terrace Hall Avenue
        Burlington, MA 01803

Bankruptcy Case No.: 10-10686

Chapter 11 Petition Date: January 26, 2010

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

Judge: William C. Hillman

Debtor's Counsel: Frank D. Kirby, Esq.
                  Law Offices of Frank D. Kirby
                  5 Pleasant Street, 5th floor
                  Worcester, MA 01609
                  Tel: (617) 388-9278
                  Fax: (508) 798-0027
                  Email: frank@fkirbyesq.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 Bryan C. Vernazza.


RIDGEVIEW HEIGHTS: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Ridgeview Heights, LLC, filed with the U.S. Bankruptcy Court for
the Middle District of Tennessee its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,400,000
  B. Personal Property            $4,725,360
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $9,088,535
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $36,402
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $105,539
                                 -----------      -----------
        TOTAL                    $15,125,360       $9,230,476

Bartlett, Tennessee-based Ridgeview Heights, LLC, filed for
Chapter 11 bankruptcy protection on December 28, 2009 (Bankr. M.D.
Tenn. Case No. 09-14692).  Paul E. Jennings, Esq., who has an
office in Murfreesboro, Tennessee, assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $1,000,001 to $10,000,000 in
liabilities.


RIVER ROAD: No Relief for Contractor Seeking $7M in Hotel Ch. 11
----------------------------------------------------------------
Law360 reports that a bankruptcy judge has denied Walsh
Construction Co. relief from an automatic stay as the Illinois
general contractor seeks $7 million it claims it is owed for
construction projects it performed for a Chicago hotel in the
River Road Hotel Partners LLC Chapter 11 case.

As reported in the Troubled Company Reporter on August 18, 2009,
Bloomberg News said River Road Hotel Partners LLC, owner
of the InterContinental Chicago O'Hare airport hotel filed for
bankruptcy in U.S. Bankruptcy Court in Chicago.  Based in Oak
Brook, Illinois, River Road listed assets of as much as
$100 million and debt of as much as $500 million.

Chicago O'Hare airport hotel boasts of a contemporary art gallery
with monthly exhibits and a full-time curator.


ROPER BROTHERS: Lester Group Acquires Taylor Brothers
-----------------------------------------------------
The Progress-Index reports that Lester Group received U.S.
Bankruptcy Court approval to buy Taylor Brothers Lumber Co., and
said it expects to rehire most of 25 workers who lost their jobs
when the company shut down in December.   Taylor Brother is a
former Lynchburg operation of Roper Brothers Lumber Company,
report notes.

Petersburg, Virginia-based Roper Brothers Lumber Company,
Incorporated, filed for Chapter 11 bankruptcy protection on
December 16, 2009 (Bankr. E.D. Va. Case No. 09-38215).
Elizabeth L. Gunn, Esq.; John C. Smith, Esq.; and Roy M. Terry,
Jr., Esq., at DurretteBradshaw, PLC, 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.


ROSITA GRAVEL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Rosita Gravel Inc.
        3883 W. Hwy 83
        Rio Grande City, TX 78582

Bankruptcy Case No.: 10-70057

Chapter 11 Petition Date: January 26, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (McAllen)

Judge: Richard S. Schmidt

Debtor's Counsel: Ellen C. Stone, Esq.
                  The Stone Law Firm PC
                  4900 N. 10th St., Suite A2
                  McAllen, TX 78504
                  Tel: (956) 630-2822
                  Fax: (956) 631-0742
                  Email: ignmca@ellenstonelaw.com

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

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

According to the schedules, the Company has assets of $2,363,682,
and total debts of $922,358.

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/txsb10-70057.pdf

The petition was signed by Francisco Guerra Jr., president of the
Company.


ROTHSTEIN ROSENFELDT: Scott Rothstein Fails to Block Photos Sale
----------------------------------------------------------------
According to the Deal.com, Scott Rothstein, a former attorney of
Rothstein Rosenfeldt Adler PA, failed to block an auction for the
sale of personal photographs after Florida federal court rejected
his counsel's argument.  The sale (of 560 items) by Fisher Auction
Co. yielded $200,000 for creditors in the firm's bankruptcy case.

Creditors of Rothstein Rosenfeldt Adler PA signed a petition
sending the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case
No. 09-34791).  The petitioners include Bonnie Barnett, who says
she lost $500,000 in legal settlement investments; Aran
Development, Inc., which said it lost $345,000 in investments; and
trade creditor Universal Legal, identified as a recruitment firm,
which said it is owed $7,800.  The creditors alleged being owed
money invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the Chapter
11 trustee in the involuntary bankruptcy case.


RUMSEY LAND: Files Schedules of Assets & Liabilities
----------------------------------------------------
Rumsey Land Co., LLC, has filed with the U.S. Bankruptcy Court for
the District of Colorado its schedules of assets and liabilities,
disclosing:

  Name of Schedule                     Assets        Liabilities
  ----------------                     ------        -----------
A. Real Property                  $26,000,000.00
B. Personal Property               $1,633,138.69
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                   $8,773,798.00
E. Creditors Holding
   Unsecured Priority
   Claims                                                   $0.00
F. Creditors Holding
   Unsecured Non-priority
   Claims                                           $8,228,087.75
                                     -----------     ------------
TOTAL                             $27,633,138.69   $17,001,885.75

Denver, Colorado-based Rumsey Land Co., LLC, filed for Chapter 11
bankruptcy protection on January 15, 2010 (Bankr. D. Colo. Case
No. 10-10691).  Aaron A. Garber, Esq., who has an office in
Denver, Colorado, 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.


RUMSEY LAND: Gets Court OK to Hire Kutner Miller as Bankr. Counsel
------------------------------------------------------------------
Rumsey Land Co., LLC, sought and obtained permission from the Hon.
Howard R. Tallman of the U.S. Bankruptcy Court for the District of
Colorado to employ Kutner Miller Brinen, P.C., as bankruptcy
counsel.

Kutner Miller will, among other things:

     a. provide the Debtor with legal advice with respect to its
        powers and duties;

     b. aid the Debtor in the development of a plan of
        reorganization under Chapter 11;

     c. file necessary petitions, pleadings, reports, and actions
        which may be required in the continued administration of
        the Debtor's property under Chapter 11; and

     d. take necessary actions to enjoin and stay until final
        decree herein continuation of pending proceedings and to
        enjoin and stay until final decree herein commencement of
        lien foreclosure proceedings and all matters.

The hourly rates of Kutner Miller's personnel are:

              Lee M. Kutner                  $420
              David M. Miller                $320
              Jeffrey S. Brinen              $340
              Jenny M.F. Fujii               $250
              Aaron A. Garber                $290
              Benjamin H. Shloss             $180
              Heather E. Schell               $200

Aaron A. Garber, who is associated with Kutner Miller, assures the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Denver, Colorado-based Rumsey Land Co., LLC, filed for Chapter 11
bankruptcy protection on January 15, 2010 (Bankr. D. Colo. Case
No. 10-10691).  Aaron A. Garber, Esq., who has an office in
Denver, Colorado, 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.


RUMSEY LAND: Section 341(a) Meeting Scheduled for February 18
-------------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of creditors
in Rumsey Land Co., LLC's Chapter 11 case on February 18, 2010, at
9:00 a.m.  The meeting will be held at U.S. Custom House, 721 19th
Street, Room 104, Denver, CO 80202.

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

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

Denver, Colorado-based Rumsey Land Co., LLC, filed for Chapter 11
bankruptcy protection on January 15, 2010 (Bankr. D. Colo. Case
No. 10-10691).  Aaron A. Garber, Esq., who has an office in
Denver, Colorado, 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.


SANFORD HOROWITZ: Gets Court OK to Sell Pacific Class Sailboat
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Sanford Jay Horowitz to sell its Pacific Class Sailboat
outside the ordinary course of business and subject to a security
interest of California Yacht Club.

Based in Calabasa, California, Sanford Jay Horowitz aka Sandy
Horowitz filed for Chapter 11 protection on Nov. 3, 2009 (Bankr.
C.D. Calif. Case No. 09-24651).  Peter M. Lively, Esq., at The
Law Offices of Peter M Lively, represents the Debtor.  In its
petition, the debtor listed assets of between $10 million and
$50 million, and debts of between $1 million and $10 million.


SENSATA TECHNOLOGIES: Posts $27 Million Full Year 2009 Net Loss
---------------------------------------------------------------
Sensata Technologies B.V. announced results of its operations for
the fourth quarter and full year ended December 31, 2009.

Fourth quarter 2009 net income was $14.1 million versus a net loss
of $52.2 million for the same period in 2008.  Full year 2009 net
loss was $27.0 million versus a net loss of $134.5 million for the
same period in 2008.

Fourth quarter 2009 net revenue was $338.1 million, an increase of
$70.5 million or 26.3% from the fourth quarter 2008 net revenue of
$267.6 million.  Volume and the impact of foreign exchange
represented approximately 24% and 3% of this growth, respectively,
offset by a 1% price decline.

Full year 2009 net revenue was $1.134 billion, a decrease of
$287.7 million or 20.2% from the full year 2008 net revenue of
$1.422 billion. Volume, the impact of foreign exchange and price
represented approximately 19%, 1% and 1% of this decrease,
respectively.

Tom Wroe, Chairman and Chief Executive Officer, said, "Although
net revenue declined year over year, the growth in the fourth
quarter of 2009 compared to the fourth quarter of 2008 is
encouraging and the current environment is a lot more positive
than it was one year ago.  We believe that approximately
$27 million of this fourth quarter net revenue relates to supply
chain replenishment and customer delinquency depletion.  We would
expect to see Q1, 2010 net revenue back on a more normal seasonal
quarter over quarter growth basis." Mr. Wroe added, "The growth in
our business is coming from end-market growth, emerging market
opportunities and application content growth with recent wins in
all of these categories."

Fourth quarter 2009 Adjusted Net Income was $50.5 million or 14.9%
of net revenue versus the fourth quarter 2008 Adjusted Net Loss of
$171,000.  Full year 2009 Adjusted Net Income was $124.8 million
or 11.0% of net revenue, an increase of $25.1 million or 25.2%
from the full year 2008 Adjusted Net Income of $99.7 million or
7.0% of net revenue.

Fourth quarter 2009 Adjusted EBITDA was $102.5 million or 30.3% of
net revenue, an increase of $43.7 million or 74.2% from the fourth
quarter 2008 Adjusted EBITDA of $58.8 million or 22.0% of net
revenue.  Full year 2009 Adjusted EBITDA was $325.1 million or
28.6% of net revenue, a decrease of $23.3 million or 6.7% from
full year 2008 Adjusted EBITDA of $348.4 million or 24.5% of net
revenue.

The last 12 months Pro-forma Adjusted EBITDA, which is the primary
measure in our credit agreement, was $329.8 million.

Year ended December 31, 2009 cash balances were $148.1 million, an
increase of $70.4 million from December 31, 2008 cash balances of
$77.7 million.  At the end of 2009, the Company discontinued its
practice of drawing down on its revolver at the end of the
quarter.

For the year ended December 31, 2009, the Company generated cash
from operations of approximately $187.8 million, used
approximately $15.1 million in investing activities and used
approximately $102.3 million in financing activities.  The cash
used for financing activities included a cash use of $57.2 million
related to the previously announced tender offer which occurred in
the second quarter of 2009 and other open market repurchases of
debt, and a cash use of $44.2 million related to the repayment of
the revolving credit facility, mandatory debt payments and payouts
on capital leases.

The Company's cash conversion cycle, which is defined as days
sales outstanding (DSO) plus days on hand inventory (DOH) less
days payable outstanding (DPO) was 47.4 days at year end compared
to 96.0 days at the end of 2008.  DSO, DOH and DPO were 49.0, 52.3
and 53.9 days at December 31, 2009, respectively.

The Company recorded a tax provision of $7.9 million for the
fourth quarter 2009 and $43.0 million for the full year 2009.  Of
the $43.0 million, approximately $17.5 million relates to current
taxes and the remaining tax provision relates primarily to
deferred tax expense attributable to amortization of tax
deductible goodwill.

The Company's indebtedness at December 31, 2009 was $2.3 billion,
excluding capital leases.  The Company recorded a $15.3 million
currency translation loss, including a loss on foreign exchange
hedge, in 2009 and a $53.2 million translation gain in 2008 on its
euro denominated debt.  The Company's net debt for debt compliance
purposes was $2.2 billion and had a leverage ratio of 6.57X
compared to a required ratio of 7.5X and an interest coverage
ratio of 2.35X compared to a required ratio of 1.5X.

Jeff Cote, Chief Financial Officer, said "We continue to focus on
our margins and our balance sheet management; and this focus is
paying dividends demonstrated by the fourth quarter adjusted net
income margin of 14.9%, Adjusted EBITDA margin of 30.3%, gross
profit margin of 34.7% and a cash conversion cycle of 47.4 days."

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4e9f

The Company will not be conducting a conference call this quarter
due to applicable rules and regulations of the Securities and
Exchange Commission with respect to the registration of securities
for Sensata Technologies Holding B.V.

                    About Sensata Technologies

Almelo, Netherlands-based Sensata Technologies B.V. --
http://www.sensata.com/-- supplies sensing, electrical
protection, control and power management solutions.  Owned by
affiliates of Bain Capital Partners, LLC, a global private
investment firm, and its co-investors, Sensata employs
approximately 9,500 people in nine countries.  Sensata's products
improve safety, efficiency and comfort for millions of people
every day in automotive, appliance, aircraft, industrial,
military, heavy vehicle, heating, air-conditioning, data,
telecommunications, recreational vehicle and marine applications.

                           *     *     *

As reported by the Troubled Company Reporter on December 7, 2009,
Moody's Investors Service has upgraded Sensata Technologies B.V.'s
Corporate Family and Probability of Default ratings to Caa1 from
Caa2, as well as the company's senior secured credit facility to
B2, senior unsecured notes to Caa2, and senior subordinated notes
to Caa3.  In a related rating action, Moody's affirmed the
company's Speculative Grade Liquidity rating at SGL-3.  The
outlook is positive.


SEVEN ARTS: Has Until March 22 to File Form 20-F
------------------------------------------------
Seven Arts Pictures plc received a letter from The NASDAQ Stock
Market on January 20, 2009, notifying the Company that it is not
in compliance with the NASDAQ Listing Rule 5250(c)(1) because it
has not yet filed its Yearly Report on Form 20-F for the fiscal
year ended June 30, 2009.  The Company must file the Yearly Report
by March 22, 2010 or submit to NASDAQ a plan to regain compliance.
Any exceptions granted by the NASDAQ Listing Qualifications
Department to allow the Company to regain compliance with Rule
5250(c)(1) will be limited to July 14, 2010.  After March 22, if
the NASDAQ does not agree to an additional exception relative to
the Yearly Report and/or if the Company does not regain compliance
with Rule 5250(c)(1) by July 14, 2010, NASDAQ will provide written
notification to the Company that its common stock will be delisted
from The NASDAQ Capital Market.  The Company will have the right
to appeal such a delisting notice to a NASDAQ Hearings Panel for
review and seek a stay of such delisting. Management believes this
is very unlikely.

The Company is working diligently to finalize its delinquent
filing and expects to file its Yearly Report well before the
deadline, at which point the Company will again be in compliance
with NASDAQ Listing Rules.  The Company previously issued a press
release on January18th in which it attributed the late filing to a
change of Auditors and a change in reporting standards from UK
GAAP to International Financial Reporting Standards (IFRS).

                         About Seven Arts

Seven Arts Pictures plc was founded in 2002 as an independent
motion picture production and distribution company engaged in the
development, acquisition, financing, production, and licensing of
theatrical motion pictures for exhibition in domestic (i.e., the
United States and Canada) and foreign theatrical markets, and for
subsequent worldwide release in other forms of media, including
home video and pay and free television.


SHERWOOD FARMS: Files Amended List of Largest Unsecured Creditors
-----------------------------------------------------------------
Sherwood Farms, Inc., has filed with the U.S. Bankruptcy Court for
the Middle District of Florida an amendment to its list of 20
largest unsecured creditors, removing these creditors:

     A.K. Nursery
     2454 W. Kelly Park
     Apopka, FL 32712

     Wholesale Plant Industry
     P.O. Box 1461
     Sorrento, FL 32776

Groveland, Florida-based Sherwood Farms, Inc., is a grower and
wholesaler of orchids.  Sherwood said owes $7 million to first and
second-lien lenders.  Sherwood said in a filing that cash,
accounts receivable, inventory, and real property are worth
$8 million.

The Company filed for Chapter 11 bankruptcy protection on
January 15, 2010 (Bankr. M.D. Fla. Case No. 10-00578).  Mariane L.
Dorris, Esq., at Latham Shuker Eden & Beaudine LLP, assists the
Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.

The Company's affiliate, Sherwood Investments Overseas Limited
Incorporated, filed a separate Chapter 11 petition.


SHERWOOD FARMS: Section 341(a) Meeting Scheduled for February 22
----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Sherwood Farms, Inc.'s Chapter 11 case on February 22, 2010, at
9:00 a.m.  The meeting will be held at 6th Floor Suite 600, 135
West Central Boulevard, Orlando, FL 32801.

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.

Groveland, Florida-based Sherwood Farms, Inc., is a grower and
wholesaler of orchids.  Sherwood said owes $7 million to first and
second-lien lenders.  Sherwood said in a filing that cash,
accounts receivable, inventory, and real property are worth
$8 million.

The Company filed for Chapter 11 bankruptcy protection on
January 15, 2010 (Bankr. M.D. Fla. Case No. 10-00578).  Mariane L.
Dorris, Esq., at Latham Shuker Eden & Beaudine LLP, assists the
Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.

The Company's affiliate, Sherwood Investments Overseas Limited
Incorporated, filed a separate Chapter 11 petition.


SOUTHEAST BANKING: Plan Effective Date Deadline Now April 30
------------------------------------------------------------
The Hon. Paul G. Hyman of the the U.S. Bankruptcy Court for the
Southern District of Florida extended until April 30, 2010, the
deadline for the occurrence of the effective date of the Third
Amended Chapter 11 Plan of Reorganization of Southeast Banking
Corporation.

The Court also stated that if Jeffrey H. Beck, Chapter 11 trustee
for the estate, has not filed a motion seeking a further extension
of the effective date deadline before the May 4, 2010, Status
Conference set in the case, the trustee will, at the Status
Conference, provide the Court with an update of his discussions
with the Indenture Trustees and the Ad Hoc Committee regarding
plans for disposition of the remaining estate assets and
winding up of the case.

Southeast Banking Corp. was the holding company of Southeast Bank,
N.A., and its sister institution, Southeast Bank of West Florida,
and the direct or indirect parent of a number of subsidiary
corporations and affiliates, active and inactive, which at various
times conducted substantial business throughout the State of
Florida and beyond.  The businesses of SEBC and its affiliates
consisted of banking, real estate investment and development,
insurance, mortgage banking, venture capital, and asset
investment.

At the time of their failure the Banks had total assets of
$10.5 billion and total deposits of $7.6 billion.  Most of the
assets were with SEBNA, which had 218 of the combined 224 branches
and all but $100 million of the assets.  Together, the two banks
had approximately 6,200 employees, operating exclusively in
Florida.

On September 20, 1991, Southeast Bank filed a voluntary petition
under Chapter 7 of the Bankruptcy Code (Bankr. S.D. Fla. Case
No. 91-14561).  Southeast Bank, N.A., was seized by federal
regulators while Southeast Bank of West Florida was seized by
state regulators on September 19, 1991.  On September 20, 1991,
SEBC's board of directors voted to authorize the filing of a
voluntary Chapter 7 petition, and then promptly resigned along
with all of SEBC's officers.

Jeffrey H. Beck was the fourth Trustee appointed in the Debtor's
liquidation proceeding.

This bankruptcy case was converted to Chapter 11 on September 17,
2007, almost sixteen years after its initial filing.


SOUTHEAST TELEPHONE: Chapter 11 Plan Due February 25
----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
extended SouthEast Telephone, Inc.'s exclusive periods to file
its Chapter 11 plan and disclosure statement until February 25,
2010, and to solicit acceptances of that plan until April 26,
2010.

The Debtor requested for an extension in Plan filing until
March 29, 2010, and in soliciting acceptances of that Plan until
May 29, 2010.

Pikeville, Kentucky-based SouthEast Telephone, Inc., operates a
telecommunication business.  The Company filed for Chapter 11 on
Sept. 28, 2009 (Bankr. E.D. Ky. Case No. 09-70731).  Jamie L.
Harris, Esq., and Laura Day DelCotto, Esq., at Wise DelCotto PLLC,
represent the Debtor in its restructuring effort.  In the Debtor's
schedules, it said it has assets of at least $15,573,655, and
total debts of $31,423,707.


SPANSION INC: Committee Wants to Depose on Japan Negotiations
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Spansion Inc.'s
cases asks the Court to compel the Debtors to produce witnesses
for depositions to testify regarding the terms of the Debtors'
settlement with Spansion Japan Limited.

The Committee tells the Court that the Debtors are refusing to
make a Federal Rule 30(b)(6) designee available until January 28,
2010, which is after the deadline for the Committee to file an
objection to the Joint Motion Approving Settlement Between
Spansion LLC and Spansion Japan, and less than 24 hours before
the scheduled hearing on the Joint Motion.  This delay, the
Committee maintains, in scheduling deposition is unacceptable and
prevents it from adequately preparing its objections to the Joint
Motion and therefore, will hinder its ability to be heard on the
Joint Motion as scheduled.

By this motion, the Committee asks the Court to provide an
appropriate witness to be deposed on January 26, 2010, at
9:00 a.m. and continuing on January 27, 2010, if necessary to
cover all the Deposition Topics, in advance of the objection
deadline and hearing date.  In the alternative, if the Debtors
cannot produce an appropriate witness for depositions on
January 26, 2010, the Committee requests that the Debtors produce
Randy Furr for a deposition on the evening of January 26, 2010,
following the currently set deposition, or the morning of
January 27, 2010.  If that occurs, the Committee requests that the
Objection Deadline be moved to January 28, 2010.

In a separate filing, The Committee request that the Court set a
status conference to take place at the hearing on January 25,
2010 to address discovery issues set forth in the Motion to
Compel.  The Committee maintains that a status conference on
January 25, 2010, will allow for efficiency and economy with
respect to the Joint Motion.

                        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: Gets Nod for Deal With Aehr Test Systems
------------------------------------------------------
Spansion Inc. and its units obtained approval from the Bankruptcy
Court of their stipulation with Aehr Test Systems and Aehr Test
Systems Japan Ltd., pursuant to which, among others, Aehr's
general unsecured prepetition claim will be allowed for
$18,480,645.  The stipulation further provides that the Debtors
will pay Aehr the cost of completion, in the amount of $210,000,
in consideration of Aehr supplying the Debtors with four
"waferpak" devices needed in the Debtors' production processes.

Aehr supplies test systems and fixtures to the Debtors, including
probe cards and "waferpaks."  Because of the long lead times
during product development and holds due to the Debtors' decision
to redirect its production focus, a number of orders for
waferpaks were canceled prior to the Petition Date.  The Debtors
relate that pursuant to the purchase orders governing these
transactions, in the event of cancellation, the Debtors are
required to pay cancellation fees to Aehr proportionate to
product completion, non-recoverable costs, and the sales price.

As of the time of cancellation, a portion of the Canceled
Waferpaks had been fully built by Aehr and were ready to be
shipped to the Debtors.  To mitigate damages, Aehr decided to
cease or not begin manufacturing certain other Canceled
Waferpaks.  At least one Canceled Waferpak was partially built.

The Debtors have determined that they need four of the Canceled
Waferpaks for their production processes: one 300mm 731 Waferpak
configured for operation on a 200mm wafer, two 300mm 764
Waferpaks configured for operation on a 200 mm wafer, and 200mm
533 Waferpak.  While three of the Requested Waferpaks are already
fully built and ready for shipment, the fourth Requested Waferpak
-- the 200mm 533 Waferpak -- is only partially built.  Aehr
estimates that it will cost $210,000 to complete the manufacture
of the fourth Requested Waferpak.

According to the Debtors, the Requested Waferpaks will allow them
to test their Flash memory products and are, accordingly, an
integral component in their manufacturing and testing process --
which are themselves the foundation of their business.

Aehr filed, on May 8, 2009, a proof of claim in Spansion Inc.'s
Chapter 11 case asserting a general unsecured prepetition claim
for $18,480,645 comprised of:

  (a) an unsecured prepetition claim for $6,217,834 relating to
      cancellation charges for goods and services ordered by the
      Debtors prior to the Petition Date which were canceled
      prior to delivery;

  (b) an unsecured prepetition claim for $1,225,331 for goods
      and services delivered to Spansion LLC under invoice
      numbers 120975, 121022, 120990;

  (c) an unsecured prepetition claim for $11,363,980 for
      invoiced amounts due and owing under several transactions
      for goods and services delivered to Spansion LLC; and

  (d) a credit given by Aehr to the Debtors in the amount of
      $326,500 relating to an overpayment made by the Debtors
      prepetition for invoiced amounts due and owing under
      transactions for goods and services delivered to Spansion
      LLC by Aehr.

The Debtors do not dispute the amounts owed to Aehr asserted
pursuant to the Transferred Claim, the Three Invoice Claim, and
the Credit.  While the Debtors acknowledge that the amounts owed
to Aehr asserted pursuant to the Claim reflect Aehr's decision to
cease manufacturing the fourth Requested Waferpak in order to
mitigate cancellation fees owing to Aehr by the Debtors under the
purchase orders, the Debtors believe that the Cancellations Claim
may be excessive in light of the terms of the purchase orders.
So as to resolve any disputes, the Parties negotiated and reached
an agreement which was then reduced to writing.  On December 30,
2009, Aehr and the Debtors entered into the Stipulation to
resolve the potential discrepancy and to provide the Debtors with
the Requested Waferpaks and other necessary services.

The Stipulation provides for the delivery and transfer of title
to the Requested Waferpaks to the Debtors by Aehr as soon as
practicable after entry of the Order.  In exchange, the Debtors
agree to (i) pay to Aehr the Completion Cost and support the
allowance of Claim in the full amount sought.

The Debtors assert that the stipulation provides them with
testing devices necessary for their production processes, and at
a cost that is considerably less than it would cost to purchase
equivalent devices from Aehr or another supplier.

                        About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Proposes Settlement With Samsung
----------------------------------------------
Samsung Electronics Co., Ltd., and the Debtors are parties to
complex patent litigation pending in multiple courts.  In
November 2008, the Debtors commenced patent infringement actions
against Samsung in the United States District Court for the
District of Delaware and with the International Trade Commission
for alleged patent violations relating to Samsung flash memory.

The complaint in the Spansion ITC Action seeks exclusion from the
United States market of Samsung's flash memory alleging that this
memory infringes four of the Debtors' flash-memory related
patents.  The complaint in the Spansion ITC Action also seeks
exclusion from the United States market of mp3 players, cell
phones, digital cameras, and other consumer electronic devices
containing the allegedly infringing Samsung flash memory.  The
Spansion ITC Action is styled as International Trade Commission
Investigation No. 337-TA-664.

In the Delaware Action, the Debtors sought both an injunction and
damages for alleged patent violations relating to Samsung flash
memory.  The Debtors asserted six patents in the Delaware Action,
all of which are different from those at issue in the Spansion
ITC Action.

On January 16, 2009, Samsung filed an answer and counterclaims
against the Debtors in the Delaware Action.  In the Delaware
Action Counterclaims, Samsung alleged that the Debtors had
infringed and continued to infringe five Samsung patents and
sought an injunction and damages for those violations.

On January 15, 2010, the Parties entered into a stipulation,
which reflects the Parties' agreement to liquidate Samsung's
claims in the Patent Proceedings.

The Debtors believe that the Stipulation will be approved because
it provides for a consensual resolution regarding the process for
liquidating pre- and postpetition claims arising from complex
pending patent litigation and eliminates further litigation with
Samsung in the Chapter 11 cases.  To achieve this result, the
Debtors and Samsung have agreed on a reasonable reserve amount,
$75 million, for the Samsung General Unsecured Claim.  The
Debtors aver that as a result of this agreement, they will be
able to commence distributions of New Spansion Common Stock to
holders of Allowed Claims in Classes 5A, 5B and 5C under the Plan
without the need to liquidate or estimate the Samsung General
Unsecured Claim.  Furthermore, the Parties have agreed to defer
until post-Effective Date, litigation or other resolution of any
administrative claims asserted by Samsung.

Accordingly, the Debtors seek entry of an order approving the
terms of the Stipulation pursuant to Rule 9019 of the Federal
Rules of Bankruptcy Procedure, which grants the Court authority
to approve settlements of claims and controversies after notice
and a hearing.

Specifically, the Stipulation provides, inter alia:

  (i) the automatic stay pursuant to section 362 of the
       Bankruptcy Code and any other equitable injunction issued
       by the Court will be lifted  and Samsung may continue
       prosecution of its patent litigation effective as of the
       Debtors' emergence from chapter 11;

(ii) The Parties agree to exempt Samsung and its prepetition
      and postpetition claims from the releases and discharge of
      claims under the Plan to allow those claims to be
      liquidated in the Patent Proceedings;

(iii) The Samsung General Unsecured Claim and any administrative
      claims against the Debtors shall be liquidated in the
      Patent Proceedings with any recovery ultimately obtained
      by Samsung on account of the Samsung General Unsecured
      Claim being an Allowed Class 5B Claim under the Plan;

(iv) The Debtors or Reorganized Debtors, as applicable, will
      withhold and reserve shares of New Spansion Common Stock
      sufficient for distribution to Samsung in the event the
      Samsung General Unsecured Claim becomes an Allowed Claim
      in the amount of $75 million pending resolution of the
      Samsung General Unsecured Claim; and

  (v) Samsung agrees that it will not file an objection to
      confirmation of the Plan.

                    Spansion Japan Objects

Spansion Japan Limited asserts that not only does the Motion fail
to satisfy basic due process requirements of the Bankruptcy Code
and Bankruptcy Rules, the Motion is procedurally and
substantively deficient and must be denied.  Spansion Japan
maintains that the Motion conveniently overlooks the fact that
the Stay Order is presently on appeal to the United States
District Court for the District of Delaware and, thus, fails to
consider whether the Bankruptcy Court has jurisdiction to
consider the Motion in light of the pending appeal.

Furthermore, Spansion Japan avers that the Motion completely
ignores its Chapter 15 proceeding and the Stay Order in Chapter
15 proceeding.  Accordingly, Spansion Japan notes, even if the
Debtors have exercised proper business judgment in entering into
a stipulation with Samsung, they have absolutely no right to
unilaterally modify the Stay Order in Spansion Japan's Chapter 15
proceeding.

In its supplemental objection, Spansion Japan asks Samsung to
clarify its intent with respect to the ITC Action.  According to
Karen B. Skomorucha, Esq., at Ashby & Geddes, P.A., in
Wilmington, Delaware, attorney for Spansion Japan Limited,
Samsung was less than clear on whether it was its expectation
that it would be able to proceed with the Samsung ITC Action once
the conditions in the Stipulation have been met.  Ms. Skomorucha
asserts that the Stay Order doesn't stay the Samsung ITC Action
only as to Spansion Japan -- it stayed the Samsung ITC Action in
its entirety.

                    Debtors File Supplement

The Debtors relate that the Ad Hoc Consortium of Convertible
Debentures requested that any order approving the Stipulation
expressly provide that the reserve to be created in connection
with the Plan for Samsung's prepetition claims not be considered
in any valuation determination in connection with confirmation.
Moreover, the Debtors note, the Official Committee of Unsecured
Creditors expressed some concern about the amount of the Reserve
and also requested that the Stipulation be amended to permit
parties-in-interest to seek future reductions of the Reserve.

According to the Debtors, they understand that Samsung will be
proposing some language to provide for future adjustments of the
Reserve.  Even with the adjustment language, the Debtors believe
the Stipulation is reasonable appropriate and should be approved.

The Debtors tell the Court that the primary agreement reflected
in the Stipulation is that the Debtors will not attempt to
adjudicate Samsung's patent infringement claims in the Court and
in exchange, Samsung will not stand in the way of the Debtors'
efforts to reorganize and confirm the Plan.  The Debtors aver
that permitting future adjustments of the Reserve by the Court
runs counter to that primary agreement.  As to the Committee's
concerns about the size of the Reserve, the Debtors assert that
it is reasonable under the circumstances and that the Stipulation
taken as a whole satisfies the four-prong test for settlements.

The Debtors maintain that the purpose of the Reserve is four-
fold:

  (a) It puts the cap on Samsung's recovery in the Debtors'
      cases on account of its prepetition claims.  Because the
      Reserve acts as a cap on Samsung's prepetition claims, it
      was necessarily set at what the Debtors consider to be the
      high range of what damages Samsung ultimately might be
      awarded and without considering any offsetting recovery on
      account of the Debtors' claims against Samsung;

  (b) It effectively liquidates Samsung's prepetition claims for
      distribution purposes, a necessary step in the Debtors'
      ability to make distributions to creditors under the Plan
      if it is confirmed;

  (c) It obviates the need for the Court to further adjudicate
      the merits and amount of Samsung's prepetition claims; and

  (d) It ensures that Samsung will receive a recovery under the
      Plan if its claims are ultimately allowed in an amount
      that exceeds any damages awarded to the Debtors in the
      underlying patent litigations.

The Debtors assert that in the absence of the Stipulation, they
would not be able to make a distribution of New Common Stock to
holders of allowed Class 5 Claims until they have made sufficient
provision for Samsung's claims.

                      Samsung's Statement

In response to the Committee's objection, Samsung avers that
there is no basis in the Bankruptcy Code to artificially cap its
General Unsecured Claims without due process, so it would not be
possible to cap its General Unsecured Claims without liquidating
or estimating them.  According to Samsung, it is undisputed that
its General Unsecured Claims are extremely complex, and that
liquidating them could take years.  Samsung adds that an
estimation proceeding would also be complex, and thus time-
consuming, and the Debtors have acknowledged it may not yield a
result that accurately predicts the outcome of the litigation.

Samsung maintains that the Stipulation is not directed to
Spansion Japan and does not modify or vacate any stay in Spansion
Japan's Chapter 15 case.

                        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: Wants Tessera Claim Estimated at Under $1 Mil.
------------------------------------------------------------
Spansion Inc. and its units ask the Court to determine the maximum
amount of any alleged administrative expense claim held or
asserted by Tessera, Inc., at an amount substantially less than
$1 million for the purpose of demonstrating the feasibility of
their Second Amended Joint Plan of Reorganization dated
December 16, 2009.

Tessera and the Debtors are currently engaged in patent
litigation.  In its Disclosure Statement Objection, Tessera
contended that it will successfully assert an administrative
expense claim for patent and infringement for hundreds of
millions of dollars.

According to the Debtors, Tessera has no valid patent
infringement claims against them.  The Debtors are confident that
when Tessera's alleged claims are liquidated in a non-bankruptcy
forum, the amount of those claims will be zero.  However, the
Debtors are mindful of the need to proceed to confirmation on
February 11, 2010, and of the fact that the Court is not inclined
to liquidate intellectual property claims.  Accordingly, for the
purposes of estimation in the context of a determination, the
Debtors will request that the Court determine the maximum amount
of their alleged, potential liability to Tessera, without
examining the underlying liability issues.

Tessera filed on January 31, 2006, an amended complaint in the
U.S. District Court for the Northern District of California
against numerous defendants, including Spansion Inc., Spansion
Technology, Inc., and Spansion LLC, alleging infringement of five
patents:

   (i) U.S. Patent No. 5,679,977;
  (ii) U.S. Patent No. 5,852,326;
(iii) U.S. Patent No. 6,433,419;
  (iv) U.S. Patent No. 6,465,893; and
   (v) U.S. Patent No. 6,133,627.

Only four of the patents were asserted against Spansion.

                        Tessera Objects

Tessera objects to the Debtors' request for an order determining
and estimating the maximum amount of any of its administrative
expense claims at an amount substantially less than $1 million.
According to Tessera, the only way to arrive at that de minimis
figure for the compensation rightfully due to it for the Debtors'
ongoing and adjudicated patent infringement would be to both
blindly accept the Debtors' incomplete sales data and to
completely ignore fundamental and mandatory principles of patent
damages law.

Carl D. Neff, Esq., at Ciardi Ciardi & Astin, in Wilmington,
Delaware, counsel for Tessera, Inc., avers that the Estimation
Motion improperly invites resolution of the patent liability
issues; asks the Court to ignore, or fundamentally misapply, the
required legal principles for assessing patent damages;
erroneously shifts to Tessera the burdens associated with the
Debtors' failure to produce sufficient evidence to reliably
estimate the maximum available patent damages for all of the
Debtors' potentially infringing sales; and improperly seeks to
"determine" rather than to "estimate" Tessera's claim.

                        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)


STARCO VENTURES: Section 341(a) Meeting Reset for February 25
-------------------------------------------------------------
The U.S. Trustee for Region 21 has rescheduled a meeting of Starco
Ventures, Inc.'s creditors to February 25, 2010, at 1:30 p.m. at
Room 100-B, Timberlake Annex, 501 E. Polk Street, Tampa, Florida.

The U.S. Trustee convened the initial meeting of creditors on
January 21, 2010, but the meeting was not held because the Debtor
or attorney for the Debtor failed to appear.

This is the second time that the meeting was rescheduled.  As
reported in the Troubled Company Reporter on Dec 29, 2009, the
U.S. trustee rescheduled the meeting of creditors to January 21,
2010, which was originally scheduled for December 23, 2009.

Seminole, Florida-based Starco Ventures, Inc., filed for
Chapter 11 bankruptcy protection on November 25, 2009 (Bankr. M.D.
Fla. Case No. 09-27105).  Marshall G. Reissman, Esq., at Law
Offices of Marshall G. Reissman assists the Company in its
restructuring effort.  The Company has $66,090,000 in assets and
$66,412,860 in debts.


STARPOINTE ADERRA: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Starpointe Aderra Condominiums, L.P., filed with the U.S.
Bankruptcy Court for the District of Arizona its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $26,500,000
  B. Personal Property               $45,819
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $27,706,151
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $122,318
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,752,998
                                 -----------      -----------
        TOTAL                    $26,545,819      $30,581,468

Scottsdale, Arizona-based Starpointe Aderra Condominiums Limited
Partnership is an upscale community of 312 homes in 13 three-
storey buildings.  The Company filed for Chapter 11 bankruptcy
protection on December 29, 2009 (Bankr. D. Ariz. Case No. 09-
33625).  Warren J. Stapleton, Esq., at Osborn Maledon, 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.


STATION CASINOS: Committee Request for Sierra as Expert Denied
--------------------------------------------------------------
The Bankruptcy Court issued a formal order denying, without
prejudice, the application by the Official Committee of Unsecured
Creditors in Station Casinos Inc.'s case to retain Sierra
Consulting Group, LLC.  The Court notes however that the Creditors
Committee may renew the Application at a later date.

The Official Committee of Unsecured Creditors of Station Casinos,
Inc., and its affiliated debtors sought the Court's authority to
retain Sierra Consulting Group, LLC, as its consulting expert,
effective as of October 9, 2009.  The Committee determined that it
requires the services of a consulting expert to review and analyze
the report of Odyssey Capital Group, LLC, and to assist Quinn
Emanuel Urquhart Oliver & Hedges, LLP, in its investigation into
the transactions executed in or about November 2007, pursuant to
which SCI became a privately-held company, including, by way of
illustration, assistance with respect to whether the Master Lease
is a "true" lease or can be recharacterized as a disguised secured
financing.

The Debtors, prior to the hearing, objected to the proposed
retention complaining that it is problematic for two reasons:

  (1) The Committee already has a Court-approved financial
      advisor, Moelis & Company, LLC, that was engaged with a
      broad mandate to provide the Committee with financial
      advisory services, and the Application contains no
      justification whatsoever for the Committee's attempt to
      engage yet another financial advisor.

  (2) The Committee's decision to attempt to hire Sierra
      evidences a fixation with conducting a comprehensive
      investigation of the November 2007 Transaction that
      completely ignores the fact that the Debtors, through the
      Special Litigation Committee established by the SCI Board,
      has already conducted an investigation, the results of
      which have been filed with the Court and available to the
      Committee.

"You don't need that person, because you already have a qualified
person," Judge Zive said at the hearing.  Judge Zive's denial,
however, is without prejudice for the Creditors' Committee to
raise the request again.  The judge said hiring another firm could
create disagreement in the same group of creditors.

                      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: Proposes to Hike DIP Financing to $185 Million
---------------------------------------------------------------
Station Casinos, Inc. and its affiliated debtors and debtors-in-
possession ask Judge Gregg W. Zive of the United States Bankruptcy
Court for the District of Nevada for an order modifying the Final
DIP Order entered on October 13, 2009, to:

  (a) increase the aggregate amount of loans that Vista
      Holdings, LLC, may make to SCI pursuant to and in
      accordance with the requirements of the Final DIP Order
      from the current amount of $150,000,000 to the increased
      discretionary amount of $185,000,000;

  (b) modify the DIP Credit Agreement to extend the "outside"
      maturity date of the DIP Credit Agreement from the current
      date of February 10, 2010 to August 10, 2010;

  (c) to provide that the DIP Credit Agreement and the
      promissory note issued pursuant thereto will be deemed to
      be modified to implement the changes for all purposes and
      no further written agreement between Vista and SCI will be
      required to implement the modifications requested by the
      Motion; and

  (c) to provide that as amended by an entered order, all of the
      relief provided for in the Final DIP Order, and the DIP
      Credit Agreement will remain in full force and effect.

On December 11, 2009, the Court heard and granted the joint motion
of SCI and FCP PropCo, LLC, for an order approving an Amended and
Restated Master Lease Compromise Agreement concerning the Master
Lease Compromise Agreement dated as of November 19, 2009, made by
SCI and the Operating Subsidiaries, on the one hand, and PropCo,
on the other hand.

In connection with negotiation with the Prepetition Lenders for
approval of the Compromise Agreement, SCI agreed that current cash
rent -- the Reduced Rent -- payable by SCI to PropCo for the
months of December, 2009, January 2010 and February 2010 would be
paid first from available cash at Vista.

According to Thomas R. Kreller, Esq., at Milbank, Tweed, Hadley &
McCloy LLP, in Los Angeles, California, Vista has adequate cash
reserves to pay Reduced Rent in December 2009, January 2010 and
February 2010.  However, SCI's prior borrowing activity from Vista
has left it with inadequate remaining borrowing authority to
borrow from Vista sufficient funds to make the Reduced Rent
payments.  For this reason, and to facilitate additional borrowing
from Vista's available cash reserves, good cause exists to
increase SCI's previously authorized debtor-in-possession
borrowing authorization under the Final DIP Order from the
original amount of $150,000,000 to the increased amount of
$185,000,000, provided that all borrowings and the repayment
thereof and any rights related thereto will be on the same terms
and conditions as are set forth in the DIP Credit Agreement and
the Final DIP Order, Mr. Kreller asserts.

The DIP Credit Agreement attached to the Final DIP Order
contemplated, in the definition of "Maturity Date," an outside
maturity date of February 10, 2010.  Mr. Kreller says SCI and
Vista are willing to extend the outside maturity date to
August 10, 2010, to facilitate SCI's continued access to DIP
financing from Vista under the same terms and conditions as are
set forth in the DIP Credit Agreement and the Final DIP Order.
For this reason, and to facilitate additional borrowing from
Vista's available cash reserves, good cause exists to approve an
amendment of the DIP Credit Agreement to so extend the outside
maturity date to August 10, 2010, Mr. Kreller tells the Court.

            Vista Holdings Agrees With the Request

Vista informed the Court that it consents and agrees to the
increase in the discretionary maximum of the loan from
$150,000,000 to $185,000,000 and to extend the outside maturity
date of the DIP Credit Agreement from February 10, 2010, to
August 10, 2010.

The Prepetition Agent, by its counsel Simpson, Thacher and
Bartlett, has consented on behalf of Prepetition Lenders to the
entry of the order and the relief requested by SCI.

                    January 28 Hearing

The Debtors sought and obtained from the Court an order scheduling
the hearing on the Motion on January 28, 2010.

The maturity date of the DIP Credit Agreement is February 10,
2010.  SCI anticipates that it will have need for borrowing from
Vista after February 10, 2010, and proposes to extend the maturity
date of the DIP Credit Agreement to August 10, 2010.

In order to satisfy its obligations to FCP PropCo, LLC, SCI must
extend the maturity date and increase its borrowing authority
under the Final DIP Order.  If the Motion is not heard prior to
February 10, 2010, SCI will not be able to timely make the Reduced
Rent payment due on February 10, 2010, pursuant to the terms of
the Compromise.

Thomas M. Friel, executive vice president, chief accounting
officer and treasurer of Station Casinos, Inc., filed declarations
in support of the Motion and the request to hear the Motion
expeditiously.

                      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: Resolves Independent Lenders Plea for Examiner
---------------------------------------------------------------
Station Casinos Inc. and its units ask the Bankruptcy Court to
approve a stipulation they entered into with the Independent
Lenders -- BNP Paribas; General Electric Capital Corporation;
Genesis CLO; Natixis; Castlerigg Master Investments Ltd.; The Bank
of Nova Scotia; Union Bank, N.A.; and U.S. Bank National
Association -- resolving the Independent Lenders' request for
appointment of an Examiner.

As the hearing on the Examiner Motion approached, the Independent
Lenders and Debtors commenced earnest discussions about settling
the Examiner Motion.  Those discussions ultimately led to an
agreement that was reached on the morning of the scheduled hearing
and that was announced on the record at that hearing.

Paul S. Aronzon, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in
Los Angeles, California, says the Stipulation was driven by the
parties' desire to consensually resolve certain concerns raised by
the Independent Lenders in the Examiner Motion while also avoiding
the additional costs that could be imposed on the estates if an
examiner was appointed.

The Stipulation provides that:

  (a) the Examiner Motion will be withdrawn without prejudice;

  (b) if the Independent Lenders decide to re-file the Examiner
      Motion or any similar request seeking the appointment of
      an examiner they will not do so before February 20,2010,
      nor will they seek a hearing on shortened notice with
      respect to any re-filed motion or similar request;

  (c) the Debtors will have bi-weekly status meetings or
      conference calls with the Independent Lenders, and provide
      the Independent Lenders with information updates and due
      diligence materials;

  (d) the Debtors will provide counsel for the Independent
      Lenders with no less than l0 business days a written
      notice of their intent to enter into any agreement that
      would restrict, impair or limit the transferability of
      claims under the OpCo Loan, including agreements that
      restrict, impair or limit the sale, assignment or
      participation of those claims;

  (e) Debtors will (a) pay the reasonable fees and costs
      incurred prior to October 31, 2009 by the legal and
      financial advisors to the Independent Lenders; and (b) pay
      the reasonable fees and expenses of the Independent
      Lenders' legal and financial advisors for the period
      commencing on November 1, 2009, subject to an aggregate,
      monthly cap of $300,000.  Any unused portion of any given
      month's fee cap will carry forward and be applied in
      future months.  Payment for the foregoing expenses will be
      made within 15 days after receipt of the invoices;

  (f) The Parties agree that all rights are reserved with
      respect to fees and expenses incurred by the Independent
      Lenders that are not provided to be paid pursuant to the
      Stipulation;

  (g) Debtors will provide the Independent Lenders with copies
      of materials related to any offer to acquire any material
      portion of the Debtors' estates within two business days
      of receipt of an offer.

Richard J. Haskins, executive vie president, general counsel, and
secretary of Station Casinos, Inc., filed a declaration in support
of the request to approve the stipulation.

The Court will convene a hearing on January 25, 2010, at
10:00 a.m. to consider the Stipulation.

                           Objections

(a) Official Committee of Unsecured Creditors

The Official Committee of Unsecured Creditors argues that the
Stipulation presented is neither "fair" nor "reasonable."  In
fact, the Committee says, because there is no legal basis shown
for the Debtors' payment of legal fees to the Independent Lenders
and because the Stipulation is not in the interest of the estate,
the Stipulation is unreasonable.  Importantly, the Committee adds,
because the only justification proffered for the payment of
millions in fees is "withdrawal without prejudice" of the
Independent Lenders' examiner motion, the Stipulation is contrary
to public policy and notions of fair play.  The motion should be
denied, the Committee asserts.  Bonnie Steingart, Esq., at Fried,
Frank, Harris, Shriver & Jacobson, LLP, in New York, filed a
declaration in support of the objection.

(b) Deutsche Bank Trust Company Americas

Deutsche Bank Trust Company Americas, as administrative agent,
said it does not oppose the Debtors' Motion, and the proposed
Examiner Stipulation, as a whole.  In fact, the Administrative
Agent supports the Debtors' decision to provide the Independent
Lenders with (a) bi-weekly status meetings or conference calls
between the Debtors and the Dissenting Lenders, and (b) other
information updates and due diligence materials as may be
requested by the Dissenting Lenders.

The Administrative Agent, however objects to the Motion and the
proposed Examiner Stipulation solely with respect to (i) the
requested payment of fees and expenses to the Independent Lenders
because because the payments will violate the OpCo Cash Collateral
Stipulation and (ii) the requirement that the Debtors deliver to
the Independent Lenders each and every plan of reorganization term
sheet or proposal that the Debtors deliver to the Administrative
Agent because the disclosure will (a) significantly impair the
ability of the Debtors and the Administrative Agent to negotiate a
consensual plan of reorganization and (b) effectively nullify the
important protections afforded to the Administrative Agent under
Rule 408 of the Federal Rule of Evidence.  Jason Friedman, Esq.,
at Simpson Thacher & Bartlett LLP, in New York, filed a
declaration in support of the Objection.

                        Parties Stipulate

Under Rule 9006 of the Federal Rules of Bankruptcy Procedure and
Local Rule 9014 of the Local Rules of the United States Bankruptcy
Court for the District of Reno Nevada, replies to the Objections
are due seven days prior to the hearing on the Motion, which is
scheduled for January 25, 2010.  However, seven days prior to the
hearing is Monday, January 18, 2010 which is a federal holiday,
and, therefore, replies are due on Friday, January 15, 2010.

The Independent Lenders, the Debtors, the Committee, and Deutsche
Bank Trust Company Americas, have agreed, with the approval of the
Court, that the deadline for filing any replies to Objections will
be extended to and including January 19, 2010.

            Independent Lenders and Debtors Respond

The Examiner Settlement is the product of extensive, arms-length
negotiations between the Debtors and the Independent Lenders.
Neither side got everything that it wanted, but, by the same
token, neither side sacrificed all that it would have if the Court
had ruled against it on the underlying Examiner Motion, Sallie B.
Armstrong, Esq., at Downey Brand, in Reno, Nevada, tells the
Court.

In that sense, the Independent Lenders say, the Examiner
Settlement is just right, and utterly ordinary.  Settlements like
this are the cornerstone of chapter 11 practice, Ms. Armstrong
explains.  Moreover, the Examiner Settlement has the additional
virtue of facilitating a more open, transparent and participatory
plan process and a "level playing field" - although, ironically,
these virtues may help explain the opposition to the Settlement
from the Agent and the Committee, the Independent Lenders add.

Now, however, after the deal has been cut, the Committee and the
Agent, who would have preferred that the Examiner Motion be
denied, rather than settled, are unhappy with the deal.  Ms.
Armstrong asserts that to a great extent, these criticisms are
nothing more than Monday-morning quarterbacking.  Unlike the
Debtors and the Independent Lenders, neither the Agent nor the
Committee faced any risks or exposure in connection with the
Examiner Motion, so it is fairly easy for them now to take pot
shots at the heavily negotiated Examiner Settlement, Ms. Armstrong
avers.

While the Debtors believed strongly that they had the better of
both the legal and factual arguments, leaving resolution of the
Examiner Motion to a determination of the Court would expose the
estates to the possibility that the Court would disagree with the
Debtors and that an examiner would be appointed and deputized to
pursue a broader scope of work than the Debtors believe would be
appropriate.  If that possibility came to fruition, the Debtors
believed that their efforts to focus on a plan of reorganization
would be sidetracked and that the estates could be obligated to
pay fees to an examiner and his/her professionals in amounts that
could significantly exceed the fees that would be paid to the
Independent Lenders under the Stipulation.

                      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)


STEVEN FLEISHER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Steven D. Fleisher
               Lynn Fleisher
                 aka Lynn Basham Fleisher
               1794 Morgan Lane
               Collegeville, PA 19426-2877

Bankruptcy Case No.: 10-10548

Chapter 11 Petition Date: January 26, 2010

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Eric L. Frank

Debtors' Counsel: Dexter K. Case, Esq.
                  Case, Digiamberardino & Lutz, P.C.
                  845 North Park Road, Suite 101
                  Wyomissing, PA 19610
                  Tel: (610) 372-9900
                  Fax: (610) 372-5469
                  Email: dkc@cdllawoffice.com

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

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

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

            http://bankrupt.com/misc/paeb10-10548.pdf

The petition was signed by the Joint Debtors.


STONE ENERGY: Receives Consents From Senior Note Holders
--------------------------------------------------------
Stone Energy Corporation announced that it had received, as of
5:00 p.m., New York City time, on January 25, 2010, tenders and
consents from holders of over 96.6% of the aggregate principal
amount of its outstanding 8 1/4% Senior Subordinated Notes due
2011 in connection with its previously announced tender offer and
consent solicitation for the Notes, which commenced on January 11,
2010 and is described in the Offer to Purchase and Consent
Solicitation Statement dated January 11, 2010.

Stone intends to execute a supplemental indenture to the indenture
governing the Notes to permit Stone to redeem the Notes on as
little as three days prior written notice.  The Supplemental
Indenture will not become operative until a majority in aggregate
principal amount of the outstanding Notes has been purchased by
Stone pursuant to the terms of the tender offer and the consent
solicitation, which is expected to occur today, January 26.

Stone's obligation to accept for purchase, and to pay for, any
Notes pursuant to the tender offer is subject to a number of
conditions that are set forth in the Offer to Purchase, including
the closing today of Stone's previously announced public offering
of $275 million of 8.625% senior notes due 2017.  Subject to the
satisfaction or waiver of these conditions, on January 26, all
Holders who validly tendered (and did not validly withdraw) their
Notes prior to the Consent Expiration will receive total
consideration equal to $1002.50 per $1,000 principal amount of the
Notes, which includes a consent payment of $30.00 per $1,000
principal amount of the Notes, plus accrued and unpaid interest on
the Notes up to, but not including, the payment date for such
Notes.

Holders who tender (and do not validly withdraw) their Notes after
the Consent Expiration and prior to the expiration of the tender
offer, will be entitled to receive consideration equal to $972.50
per $1,000 principal amount of the Notes, plus any accrued and
unpaid interest on the Notes up to, but not including, the payment
date for such Notes accepted for purchase.  Holders of Notes
tendered after the Consent Expiration will not receive a consent
payment.  The tender offer will expire at 9:00 a.m., New York City
Time, on Tuesday, February 9, 2010, unless extended by Stone in
its sole discretion.

Any Notes not tendered and purchased pursuant to the tender offer
will remain outstanding and the holders will be subject to the
terms of the Supplemental Indenture even though they did not
consent to the amendments.

Stone has engaged BofA Merrill Lynch as Dealer Manager for the
tender offer.  Persons with questions regarding the tender offer
should contact BofA Merrill Lynch at (888) 292-0070 (toll free) or
(980) 388-4603 (collect).  Requests for copies of the Offer to
Purchase or other tender offer materials may be directed to D. F.
King & Co., Inc., the Information Agent, at (888) 567-1626 (toll
free) or (212) 269-5550 (collect).

                          *     *     *

As reported by the Troubled Company Reporter on Jan 14, 2010,
Moody's Investors Service assigned a Caa1 (LGD 4, 61%) rating to
Stone Energy Corp.'s new senior unsecured notes offering.  At the
same time, Moody's changed Stone's outlook to positive from stable
and upgraded Stone's Speculative Grade Liquidity Rating to SGL-2
from SGL-3.  Moody's also affirmed Stone's B3 Corporate Family
Rating and B3 Probability of Default Rating.

The proceeds from the new $250 million new senior unsecured notes
offering will be used to fund the tender of the company's existing
$200 million 8.25% senior subordinated notes as well as general
corporate purposes.  The addition of the senior unsecured notes
combined with the $405 million senior secured credit facility
result in greater senior debt in the capital structure relative to
the subordinated notes.  Under Moody's Loss Given Default
Methodology, the remaining subordinated notes are being double-
notched from the CFR to Caa2 (LGD 5, 89%) from Caa1 (LGD 4, 62%).
The ratings on the 8.25% senior subordinated notes will be
withdrawn at close of the tender.


SYNCORA HOLDINGS: No Action Taken at Preferreds Holders' Meeting
----------------------------------------------------------------
Syncora Holdings Ltd. on Tuesday said that, because of the absence
of a quorum, no action was taken at the special general meeting
called January 26 for holders of its Series A Perpetual Non-
Cumulative Preference Shares.  The meeting had been called to
facilitate the exercise by holders of these shares of their right
to elect two additional members of the Company's Board of
Directors due to the Company's failure to pay dividends on the
shares for six quarterly periods.

                      About Syncora Holdings

Syncora Holdings Ltd. (OTC: SYCRF) -- http://www.syncora.com/--
is a Bermuda-domiciled holding company.  Syncora Guarantee Inc.
and Syncora Capital Assurance Inc. are wholly owned subsidiaries
of Syncora Holdings Ltd.

                           *     *     *

As of October 8, 2009, the company continues to carry Moody's "C"
preferred stock rating.


TAMARON PROPERTIES: Case Summary & 1 Largest Unsecured Creditor
---------------------------------------------------------------
Debtor: Tamaron Properties LLC
        2162 West Alexis Rd
        Toledo, OH 43613-2216

Bankruptcy Case No.: 10-30359

Chapter 11 Petition Date: January 26, 2010

Court: United States Bankruptcy Court
       Northern District of Ohio (Toledo)

Judge: Mary Ann Whipple

Debtor's Counsel: Raymond L. Beebe, Esq.
                  Raymond L. Beebe Co LPA
                  1107 Adams St
                  Toledo, OH 43604
                  Tel: (419) 244-8500
                  Email: RLBCT@buckeye-express.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 $1,250,200
and total debts of $1,146,949.

The Debtor identified Larry L. Fast PE (c/o David Bryan) with a
claim for $5,130 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/ohnb10-30359.pdf

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


TERREL REID: Asks for Feb. 26 Schedules Filing Deadline
-------------------------------------------------------
Terrel R. Reid and Sharon M. Davies have asked the U.S. Bankruptcy
court for the District of Idaho to extend the deadline for the
filing of schedules and statements of financial affairs, schedules
of current income and expenses, and schedules of executor
contracts and leases by an additional 30 days until February 26,
2010.

The Debtors estimate that they have as many as 33 creditors and
equity security holders.  The Debtors say that to properly
identify each creditor and equity interest holder, they must
review voluminous records and booking entries to obtain the
highest level of accuracy possible under the circumstances of this
case, and also prepare a schedule of all of their executory
contracts and leases, which require careful sifting through pages
of documents.  The Debtors state that they have multiple parcels
of real property, which must be properly and accurately valued.
The Debtors also have personal property which is intermingled with
personal property owned by other entities.  It will require
careful examination and accounting to determine which items of
personal property are properly theirs.

The U.S. Trustee has requested the Court that Debtors be required
to file their schedules, statement of financial affairs, schedule
of current income and expenses, and schedule of executory
contracts and leases no later than 12:00 p.m. on February 8, 2010,
according to Robert D. Miller Jr., the Acting U.S. Trustee.  The
U.S. Trustee, is required to call a meeting of creditors no fewer
than 21 days and no more than 40 days after entry of the order for
relief in this case.  The meeting of creditors in this case has
been set for February 12, 2010.  Debtors' schedules, statement of
financial affairs and related documents are required in order to
conduct an effective meeting of creditors.  Further, these
documents are required in order for the U.S. Trustee to conduct an
effective initial debtor interview prior to the meeting of
creditors.

David W. Newman represents the U.S. Trustee.

Ketchum, Idaho-based Terrel Reid and Sharon Davies filed for
Chapter 11 bankruptcy protection on January 15, 2010 (Bankr. D.
Idaho Case No. 10-40057).  Matthew Todd Christensen, Esq., at
Angstman, Johnson & Associates, PLLC, 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.


TERREL REID: Section 341(a) Meeting Scheduled for February 12
-------------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of creditors
in Terrel Reid and Sharon Davies's Chapter 11 case on February 12,
2010, at 1:00 p.m.  The meeting will be held at 300 N Lincoln,
Jerome, ID 83338.

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.

Ketchum, Idaho-based Terrel Reid and Sharon Davies filed for
Chapter 11 bankruptcy protection on January 15, 2010 (Bankr. D.
Idaho Case No. 10-40057).  Matthew Todd Christensen, Esq., at
Angstman, Johnson & Associates, PLLC, 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.


TERREL REID: Wants to Hire Angstman Johnson as Lead Counsel
-----------------------------------------------------------
Terrel R. Reid and Sharon M. Davies have sought authorization from
the U.S. Bankruptcy Court for the District of Idaho to employ
Thomas J. Angstman and other attorneys from Angstman, Johnson &
Associates, PLLC, as lead counsel.

TJ Angstman, an attorney at Angstman Johnson, says that the firm
will, among other things:

      a. prepare and file a petition, schedules, statement of
         financial affairs and other related forms;

      b. attend meetings of creditors, hearings, pretrial
         conferences, and trials in the case or any litigation
         arising in connection with the case, whether in state or
         federal court;

      c. prepare, file and present to the Bankruptcy Court any
         pleadings requesting relief; and

      d. prepare, file and present to the court of a disclosure
         statement and plan of arrangement under Chapter 11 of the
         Bankruptcy Code;

The hourly rates of Angstman Johnson's personnel are:

              T.J. Angstman                      $250
              Wyatt B. Johnson                   $250
              Matthew J. Ryden                   $195
              Natasha N. Hazlett                 $195
              Matthew T. Christensen             $175
              Brian L. Webb                      $175
              Melinda Moore                      $105
              Kim Anderson                        $85
              Susan Livingston                    $85
              Kevin Gilbert                       $50

The Debtor assures the Court that Angstman Johnson is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Ketchum, Idaho-based Terrel Reid and Sharon Davies filed for
Chapter 11 bankruptcy protection on January 15, 2010 (Bankr. D.
Idaho Case No. 10-40057).  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


TIEGS FAMILY: Taps Bettencourt Cliff to Handle in Chapter 11 Case
-----------------------------------------------------------------
Tiegs Family Trust asks the U.S. Bankruptcy Court for the District
of Colorado for permission to employ Bettencourt Cliff, P.C., as
counsel.

Bettencourt Cliff will represent the Debtor in the Chapter 11
proceedings.

Bettencourt Cliff received a $5,000 retainer for its services.
The hourly rates of the firm's personnel are: (i) attorneys -
$250; and (ii) paralegals - $90.

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

The firm can be reached at:

     Bettencourt Cliff, P.C.
     4291 Austin Bluffs Pkwy., Ste. 104
     Colorado Springs, CO 80918
     Tel: (719) 465-2780
     Fax: (719) 465-2781

Colorado Springs, Colorado-based Tiegs Family Trust filed for
Chapter 11 bankruptcy protection on November 23, 2009 (Bankr. D.
Colo. Case No. 09-35050).  According to the schedules, the Company
has assets of $16,655,259, and total debts of $13,406,089.


TOPS HOLDING: Moody's Reviews 'B3' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service placed all ratings for Tops Holding --
including its B3 Corporate Family and Probability of Default
ratings -- on review for possible downgrade following the
announcement that Tops will acquire the Penn Traffic chain of
supermarkets.

The review will focus on the costs and benefits of the
acquisition, Tops' new capital structure, and its near-term
operating risk and liquidity needs.  The rating of the secured
notes will also consider their position in the capital structure
following changes in more senior and unsecured liabilities
following the combination of the companies.  Ratings may be
confirmed if Moody's determines that Tops' financial and operating
risks are not materially changed following the acquisition.

These ratings have been placed on review for possible downgrade:

* Corporate Family Rating of B3;
* Probability of Default Rating of B3;
* $275 million senior secured notes maturing 2015 rating of B3.

The last rating action for Tops Holding was the change in rating
outlook to negative on October 1, 2009.

Tops Holding Corp. and its primary subsidiary, Tops Markets,
headquartered in Williamsville, New York, operate a chain of 71
owned supermarkets and 5 franchised stores in western New York
state.  Annual revenues approximate $1.7 billion.


TRIBUNE CO: Union Opposes $45.6 Million in Management Bonuses
-------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that a union for Tribune
Co., is opposing approval of up to $45.6 million in bonuses for
management.  According to the report, the union said the bonuses
would be "excessive by any measure."

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TROPICANA ENT: Indiana & Nev. Gaming Boards OK Gaming Licenses
--------------------------------------------------------------
The Indiana Gaming Commission approved Tropicana Entertainment's
request for a new Indiana gaming license on January 14, 2010, the
Evansville Courier & Press reported.

However, Tropicana Entertainment must emerge from bankruptcy and
secure a $150,000,000 exit financing for its future operations
before it can regain complete control of Casino Aztar, according
to the news source.

As previously reported, Casino Aztar was previously owned by
Tropicana Entertainment LLC, which company has recently been
acquired by a group of investors led by Carl Icahn.  The Icahn
investor group contemplates renaming the newly acquired company
as Tropicana Entertainment Inc.  The parties are presently
winding up, and are on the verge of closing, the sale transaction
process.

Tom Dingman, an attorney-in-fact appointed to manage Casino
Aztar, will continue to oversee the casino until Tropicana
Entertainment emerges from bankruptcy.

Tropicana Entertainment still needs to win regulator approvals in
other states, as well as pay certain contributions it promised to
the city of Evansville nearly a year ago, before it can exit
bankruptcy.

Tropicana Entertainment President and Chief Executive Officer
Scott Butera said the Company still has to "pass muster" in
Louisiana, Nevada, and New Jersey.  He adds that he hopes to
"win" the needed approvals by the end of February, the Evansville
Courier & Press noted.

Tropicana Entertainment is also "working on a master plan for
Aztar, one that may be changed if the Indiana Legislature decides
to allow casinos on land, Mr. Butera told Courier & Press.  He
added that Casino Aztar is expected to be one of Tropicana
Entertainment's "best money-makers."

Courier & Press noted that the possibility of replacing the Aztar
riverboat has been brought up in discussions between Mayor
Jonathan Weinzapfel and Tropicana Entertainment.

According to 14wfie.com, the idea of moving riverboat casinos to
land are getting mixed reactions from Indiana residents.  One
resident, Osvando Lopez, thinks that there are other ways to
generate revenue and tourism.  Another resident, Gloria Bryant,
said that Casino Aztar "needs to be able to be competitive as
well as the other casinos in Indiana."

There are also mixed reactions to the General Assembly's drafting
of legislation aimed at "keeping Hoosier [casino] gamblers from
going out of state," 14wfie reported.  The bill suggests doing
away with requirements for casinos to be riverboats.

Lawmakers think that the move will "free up" around $2,000,000
for casino improvements and advertising.  However, Casino Aztar
Trustee, Mr. Dingman, said that "the legislation would not make
much difference [to them]."  14wfie quoted Mr. Dingman as saying,
"We still take the boat out several times a year to dredge . . .
And we are still under the coast guard jurisdiction. So again
that's certainly an option someone is going to have to figure out
does that make sense for us."

If the bill passes and riverboat casinos can move inland, Casino
Aztar's owner, Tropicana Entertainment, will have to make the
final decision, according to Mr. Dingman.  If the bill passes, it
will go before the entire Senate, 14wfie noted.

Mr. Dingman said that some aspects of the proposed bill,
including the $50,000,000 fee for the relocation to land, is
"going to be problematic for anyone who has to do the business
analysis," according to 14wfie.

In a separate report, on January 21, 2010, the Nevada Gaming
Commission approved the licensing of the Icahn group's Tropicana
Entertainment LLC to control three Nevada properties and position
the company to oversee nine casinos in four states.  Tropicana
Entertainment is now licensed to operate the Tropicana Express
and River Palms casinos in Laughlin, and the MontBlue in
Stateline, according to Las Vegas Sun.

LV Sun also noted that the U.S. Bankruptcy Court for the District
of Delaware has approved Tropicana Entertainment's request to
register as a publicly traded company, Tropicana Entertainment
Inc., this month.  Tropicana Entertainment's licensing positions
Mr. Icahn to "bring" all his casino entities under one umbrella
company, LV Sun said.

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  A group of Tropicana entities, known as the
LandCo Debtors, which own Tropicana casino property in Las Vegas,
have obtained approval of a separate Chapter 11 plan.

On April 29, 2009, non-debtor units of the OpCo Debtors,
designated as the New Jersey Debtors -- Adamar of New Jersey,
Inc., and its affiliate, Manchester Mall, Inc. -- filed for
Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate
a sale of the Atlantic City Resort and Casino to a group of
Investors-led by Carl Icahn.   Judge Judith H. Wizmur presides
over the cases.  Manchester Mall is a wholly owned subsidiary of
Adamar that owns and operates certain real property utilized in
the New Jersey Debtors' business operations.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TRIBUNE CO: Court Approves Payment of $45 Million in Bonuses
------------------------------------------------------------
The Associated Press and Editor & Publisher report that Judge
Kevin Carey on Wednesday approved bonuses of up to $45 million for
hundreds of Tribune Co. managers, including its top 10 executives.
According to the report, Judge Carey overruled objections by the
Washington-Baltimore Newspaper Guild and the U.S. bankruptcy
trustee, saying the 2009 incentive plan covering some 720
employees was justified.

The report notes the Washington-Baltimore Newspaper Guild, which
represents about 230 employees of The Sun, argued that the bonuses
were unwarranted.  The Guild was joined in its objection by the
U.S. trustee, two Baltimore-based Teamsters locals, and the
Newspaper Guild of New York, which represents 29 employees at
television station WPIX.

Judge Carey, according to the report, held that Tribune is
operating in a troubled industry which has seen roughly a dozen
large media companies seek bankruptcy protection.  "Here, the
evidence demonstrates that the debtor was performing well relative
to its competitors," the report quotes Judge Carey as saying. "I
conclude that the relief requested is justified by the facts and
circumstances of the case."

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TROPICANA ENT: NJ Debtors Cash Collateral Period Moved to Feb. 28
-----------------------------------------------------------------
The New Jersey Debtors, namely Adamar of New Jersey, Inc., and its
affiliate, Manchester Mall, Inc., seek a further extension of
their right to use the Cash Collateral of their Prepetition
Lenders, to enable them to pay their postpetition ordinary and
necessary business expenses pending the closing of the sale of
substantially all of their assets.

Bankruptcy Court Judge Wizmur for the District of New Jersey
previously extended the New Jersey Debtors' access to the Cash
Collateral through January 31, 2010.  The current extension
request is the New Jersey Debtors' second request for an
extension of their Cash Collateral use.

Given that the New Jersey Debtors do not anticipate the closing
of their asset sale to occur by January 31, the parties have
informed the Court they have agreed to extend the Sale Closing
Date to March 31, 2010.  Similarly, the New Jersey Debtors would
also seek continued access to their Cash Collateral while working
towards the closing of the Sale.

According to Ilana Volkov, Esq., at Cole, Schotz, Meisel, Forman
& Leonard, P.A., in Hackensack, New Jersey, the Prepetition
Agent, at the direction of certain Prepetition Lenders, and the
Steering Committee of Prepetition Lenders have consented to an
extension of the Cash Collateral use.

Accordingly, the parties entered into a Court-approved
stipulation, which provides, among other things, that:

  (a) The New Jersey Debtors are authorized to continue to use
      the Cash Collateral in accordance with the terms and
      conditions of the Final Cash Collateral Order, as amended
      by the December 15, 2009 Cash Collateral Extension Order,
      through the earlier of the Sale Closing Date or Feb. 28,
      2010.

  (b) The terms, conditions and provisions of the Final Cash
      Collateral Order, as amended by the Cash Collateral
      Extension Order, will remain in full force and effect
      through Feb. 28, 2010, except that the words "December 31,
      2009" in paragraph 15(iv) of the Final Cash Collateral
      Order will be replaced with "February 28, 2010."

  (c) Notwithstanding anything to the contrary or otherwise
      noted in the Order, the New Jersey Debtors' use of Cash
      Collateral between December 31, 2009, and through
      January 31, 2010, to pay their postpetition ordinary and
      necessary business expenses and fund the administration of
      their Chapter 11 cases is subject to the terms, conditions
      and provisions of a budget, which can be accessed for
      free at:

      http://bankrupt.com/misc/TropiA_CashCollFebBudget012110.pdf

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  A group of Tropicana entities, known as the
LandCo Debtors, which own Tropicana casino property in Las Vegas,
have obtained approval of a separate Chapter 11 plan.

On April 29, 2009, non-debtor units of the OpCo Debtors,
designated as the New Jersey Debtors -- Adamar of New Jersey,
Inc., and its affiliate, Manchester Mall, Inc. -- filed for
Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate
a sale of the Atlantic City Resort and Casino to a group of
Investors-led by Carl Icahn.   Judge Judith H. Wizmur presides
over the cases.  Manchester Mall is a wholly owned subsidiary of
Adamar that owns and operates certain real property utilized in
the New Jersey Debtors' business operations.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENT: NJ Debtors Get March 25 Plan Filing Extension
------------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, Adamar of New
Jersey, Inc., and its affiliate, Manchester Mall, Inc., obtained
an extension of their period to file a plan of reorganization
through March 25, 2010, and their exclusive period to solicit
acceptances of that plan through May 24, 2010.

As previously reported, the U.S. Bankruptcy Court for the
District of New Jersey approved the Amended and Restated Purchase
Agreement for the sale of substantially all of the New Jersey
Debtors' assets on November 4, 2009.  The New Jersey Casino
Control Commission subsequently approved and authorized on
November 19, 2009, Justice Gary S. Stein, in his exclusive role a
conservator of Adamar of New Jersey, Inc., to execute the Amended
Agreement.

The parties, however, must obtain additional regulatory approvals
and waivers before the closing of the sale transaction.  The New
Jersey Debtors understand that those regulatory approvals and
waivers are expected to occur before January 31, 2010, or at a
later date as extended in accordance with the terms of the
Amended Agreement, Ilana Volkov, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., in Hackensack, New Jersey, relates.

As a result of the expected timing of the various remaining
regulatory approvals and the Sale Closing, the New Jersey Debtors
seek a 90-day extension of their Exclusive Periods.

The requested extension, Ms. Volkov asserts, will not prejudice
the right of the New Jersey Debtors to seek further extensions of
the Exclusive Periods or the right of any party-in-interest to
seek to reduce the Exclusive Periods for cause.

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  A group of Tropicana entities, known as the
LandCo Debtors, which own Tropicana casino property in Las Vegas,
have obtained approval of a separate Chapter 11 plan.

On April 29, 2009, non-debtor units of the OpCo Debtors,
designated as the New Jersey Debtors -- Adamar of New Jersey,
Inc., and its affiliate, Manchester Mall, Inc. -- filed for
Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate
a sale of the Atlantic City Resort and Casino to a group of
Investors-led by Carl Icahn.   Judge Judith H. Wizmur presides
over the cases.  Manchester Mall is a wholly owned subsidiary of
Adamar that owns and operates certain real property utilized in
the New Jersey Debtors' business operations.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENT: NJCC Extends Adamar Sale Deadline Thru June 2010
---------------------------------------------------------------
The New Jersey Casino Control Commission has "reluctantly"
extended the date by which the sale of the assets of Adamar of
New Jersey, Inc., is required to be completed and consummated
through June 4, 2010, according to pressofAtlanticCity.com.

The NJ Commission previously granted a sale deadline through
January 31, 2010.

Adamar owns the Tropicana Casino and Resort Atlantic City.  The
Adamar asset sale was mandated by the New Jersey Casino Control
Commission in late 2007, holding that the Company did not satisfy
the requirement for re-licensure.  Former Justice Gary S. Stein,
as trustee/conservator of Adamar, was required to dispose all the
equity and assets of Adamar.  Accordingly, Adamar of New Jersey,
doing business as Tropicana Casino and Resort Atlantic City, and
its affiliate, Manchester Mall, Inc., otherwise referred to as
the "New Jersey Debtors," filed for bankruptcy protection in
April 2009 for the purpose of effectuating the sale of all their
assets and of enabling Justice Stein to comply with the
applicable statutory requirements and rulings of the NJ
Commission.

A group of investors led by Carl C. Icahn won the bid to take
Tropicana LLC out of bankruptcy, with a plan to replace it with a
public company called Tropicana Entertainment Inc.  The U.S.
Bankruptcy Court for the District of New Jersey approved an
Amended and Restated Purchase Agreement, embodying the sale of
substantially all of the New Jersey Debtors' assets on Nov. 4,
2009.  TEI plans to fold the New Jersey-based Tropicana Casino
and Resort Atlantic City into its corporate umbrella of casinos
in Nevada, Mississippi, Louisiana, and Indiana.

The buyers of the Adamar Assets, the Icahn group, are required to
obtain additional regulatory approvals and waivers before a
closing on the sale transaction can occur.  The regulatory
approvals are required for states where the Icahn Group operates
casinos.  The states of Mississippi, Indiana, and Nevada have
already granted regulatory approval.  New Jersey will be the
"last state [to give its regulatory approval], but its review
will be more extensive and complicated," the
pressofatlanticcity.com noted.

The steering committee for Tropicana's prepetition secured
lenders on January 11, 2010, formally filed its petition with the
NJ Commission, seeking interim casino authorization.  A hearing
on the ICA Petition has not been scheduled, and the New Jersey
Debtors have been advised that it does not appear feasible for
the New Jersey Division of Gaming Enforcement and the NJ
Commission to complete review of the submitted materials in time
for the January 20, 2010 regularly scheduled NJ Commission
hearing.

Justice Stein thus filed a petition with the NJ Commission,
requesting a further extension of the sale consummation period
through March 31, 2010.  The NJ Commission, however, granted
Adamar another five-month extension of the sale consummation.
The current ruling is the 11th extension of the sale period since
Tropicana Casino Atlantic City was put up on sale, the
pressofatlanticcity.com notes.

NJCC Chair Linda M. Kassekert is hopeful the casino sale will
finally be completed before the expiration of the current June
2010 deadline, according to pressofatlanticcity.com.  She
nevertheless held that state regulators need more time to
complete review of an interim casino license, the report noted.
NJCC Commission Michael C. Epps, on the other hand, expressed
disgust on the once-again delayed sale closing, the report added.
He said he only consents to a further sale extension to preserve
jobs for the Tropicana Atlantic City workers.

Gilbert L. Brooks, attorney for the Icahn Group, told the news
source that with all issues noted, the buyers expect the sale to
close by early April.

The Icahn Group also needs to secure an interim casino
authorization, which is a "temporary license allowing them to
take charge of Tropicana," PAC said.  After that, the New Jersey
gaming regulators would begin the investigative process for a
full license, according to PAC.

In the meantime, Tropicana Atlantic City remains under the
control of Justice Stein.

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  A group of Tropicana entities, known as the
LandCo Debtors, which own Tropicana casino property in Las Vegas,
have obtained approval of a separate Chapter 11 plan.

On April 29, 2009, non-debtor units of the OpCo Debtors,
designated as the New Jersey Debtors -- Adamar of New Jersey,
Inc., and its affiliate, Manchester Mall, Inc. -- filed for
Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate
a sale of the Atlantic City Resort and Casino to a group of
Investors-led by Carl Icahn.   Judge Judith H. Wizmur presides
over the cases.  Manchester Mall is a wholly owned subsidiary of
Adamar that owns and operates certain real property utilized in
the New Jersey Debtors' business operations.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TXCO RESOURCES: Chapter 11 Plan Gets Verbal Approval
----------------------------------------------------
Law360 reports that the judge overseeing TXCO Resources Inc.'s
Chapter 11 proceedings approved the oil company's reorganization
plan Tuesday, an attorney for TXCO said, setting the stage for the
sale of substantially all TXCO's assets to Anadarko Petroleum
Corp. and Newfield Exploration Co. to close in the second week of
February.

TXCO Resources Inc. is an independent oil and natural gas
enterprise with interests in the Maverick Basin of Southwest
Texas, the Fort Trinidad area of East Texas, the onshore Gulf
Coast region and the Marfa Basin of Texas, the Midcontinent region
of Western Oklahoma and willow Gulf of Mexico waters.  The
Company's business strategy is to acquire undeveloped mineral
interests and internally develop a multi-year drilling inventory
through the use of advanced technologies, such as 3-D seismic and
horizontal drilling.  The Company accounts for its oil and natural
gas operations under the successful efforts method of accounting
and trade its common stock under the symbol "TXCOQ.pk."

The Company and its subsidiaries filed for Chapter 11 protection
on May 17, 2009 (Bankr. W.D. Tex. Case No. 09-51807).  The Debtors
hired Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at
Cox Smith Matthews Incorporated, as general restructuring counsel;
Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts
counsel; Albert S. Conly as chief restructuring officer and FTI
Consulting Inc. as financial advisor; Goldman, Sachs & Co. as
financial advisor for assets sale; Global Hunter Securities, LLC,
as financial advisors and investment bankers; and Administar
Services Group LLC as claims agent.  Gardere Wynne Sewell LLP
represents the Committee.


UNO RESTAURANT: Asks Court for 30-Day Schedules Filing Extension
----------------------------------------------------------------
Uno Restaurant Holdings Corp., et al., have asked the Hon. Martin
Glenn at the U.S. Bankruptcy Court for the Southern District of
New York to extend the filing of schedules of assets and
liabilities, schedules of current income and expenditures,
schedules of executor contracts and unexpired leases, and
statements of financial affairs by an additional 30 days.

To prepare their schedules, the Debtors must compile information
from books, records, and documents relating to more than 150 legal
entities and their corresponding claims, assets, and contracts.
The Debtors say that due to limited resources, they won't be able
to properly and accurately complete the schedules within the
required 14-day time period.

Boston, Massachusetts-based Uno Restaurant Holdings Corporation --
http://www.unos.com/-- includes 179 company-owned and franchised
full-service Uno Chicago Grill units located in 28 states, the
District of Columbia, Puerto Rico, South Korea, the United Arab
Emirates, Honduras, Kuwait, and Saudi Arabia.  The company also
operates a fast casual concept called Uno Due Go(R), a quick serve
concept called Uno Express, and a consumer foods division which
supplies airlines, movie theaters, hotels, airports, travel
plazas, schools and supermarkets with both frozen and refrigerated
private-label foods and branded Uno products.

The Company filed for Chapter 11 bankruptcy protection on
January 20, 2010 (Bankr. Case No. 10-10209).  Jeffrey L.
Tanenbaum, Esq., Joseph H. Smolinsky, Esq., Sherri L. Toub, Esq.,
and Tal S. Sapeika, Esq., at Weil, Gotshal & Manges LLP, assist
the Company in its restructuring effort.  The Company listed
$100,000,001 to $500,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.

The Company's affiliates -- Pizzeria Uno of Columbus Avenue, Inc.,
et al. -- filed separate Chapter 11 petitions.


UNO RESTAURANT: Taps Kurtzman Carson as Claims Agent
----------------------------------------------------
Uno Restaurant Holdings Corp., et al., have sought permission to
employ Kurtzman Carson Consultants LLC as noticing and claims
agent.

KCC will, among other things:

     (a) notify potential creditors of the filing of the
         bankruptcy petitions and of the setting of the first
         meeting of creditors, pursuant to section 341(a) of the
         Bankruptcy Code and the Bankruptcy Rules, as determined
         by Debtors' counsel;

     (b) prepare and serve required notices in these Chapter 11
         cases;

     (c) maintain an official copy of the Debtors' schedules,
         listing the Debtors' known creditors and the amounts owed
         thereto; and

     (d) provide access to the public for examination of copies of
         the proofs of claim or proofs of interest filed in the
         Chapter 11 cases without charge during regular business
         hours (if necessary).

In an effort to reduce the administrative expenses related to
KCC's retention, the Debtors request authority to pay KCC's
undisputed fees and expenses as an administrative expense of the
Debtors' estates in the ordinary course of business, without the
filing of formal fee applications, in accordance with the
provisions of the KCC Agreement, a copy of which is available for
free at http://bankrupt.com/misc/UNO_RESTAURANT_kccpact.pdf

Albert Kass, the Vice President of Restructuring Services of
Kurtzman Carson, assures the Court that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Boston, Massachusetts-based Uno Restaurant Holdings Corporation --
http://www.unos.com/-- includes 179 company-owned and franchised
full-service Uno Chicago Grill units located in 28 states, the
District of Columbia, Puerto Rico, South Korea, the United Arab
Emirates, Honduras, Kuwait, and Saudi Arabia.  The company also
operates a fast casual concept called Uno Due Go(R), a quick serve
concept called Uno Express, and a consumer foods division which
supplies airlines, movie theaters, hotels, airports, travel
plazas, schools and supermarkets with both frozen and refrigerated
private-label foods and branded Uno products.

The Company filed for Chapter 11 bankruptcy protection on
January 20, 2010 (Bankr. Case No. 10-10209).  The Company listed
$100,000,001 to $500,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.

The Company's affiliates -- Pizzeria Uno of Columbus Avenue, Inc.,
et al. -- filed separate Chapter 11 petitions.


US TELEPACIFIC: S&P Puts 'CCC+' Rating on CreditWatch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'CCC+'
corporate credit rating on Los Angeles-based competitive local
exchange carrier U.S. TelePacific Holdings Corp. on CreditWatch
with positive implications.  S&P also assigned a 'CCC+' issue-
level rating and a '5' recovery rating to the company's proposed
$25 million senior secured revolver and $360 million term loan due
2015.  Net proceeds of $360 million will be used to repay its
existing $322 million credit facility, add about $14 million of
cash to the balance sheet, and pay $24 million in related fees and
expenses.  The ratings are based on preliminary documents and
subject to satisfactory review of final documentation.

"Upon successful completion of the proposed financing and assuming
that financial maintenance covenants provide the company with
sufficient headroom," said Standard & Poor's credit analyst Allyn
Arden, "we will raise the corporate credit rating to 'B-' from
'CCC+'."  The issue-level rating on the proposed bank loan
reflects the prospective upgrade of the corporate credit rating.
The outlook will be stable.  Also upon completion of the
transaction, S&P will withdraw the ratings on the company's
existing credit facility as that debt will be repaid.  S&P expects
total funded debt to be about $396 million.

"We plan to resolve the CreditWatch and to take the rating actions
outlined above upon the successful completion of the proposed
financing plan," continued Mr. Arden.  "S&P's prospective rating
reflects its expectation that the company's operating performance
will remain stable over the next year and that the cushion under
the proposed bank facility financial covenants will be at least
10%."


US TELEPACIFIC: Moody's Assigns 'B2' Rating on New Senior Loan
--------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to US
TelePacific Corporation's new senior secured credit facilities,
consisting of a $25 million revolver and a $360 million term loan.
The proceeds of the new financing will be used to repay the
existing first and second lien term loans and bolster the
company's cash balances.

As part of the rating action, Moody's upgraded TelePacific's
corporate family rating and probability of default rating, each to
B2 from B3.  In addition, Moody's changed the rating outlook to
stable from negative.  The rating actions reflect the improved
liquidity and demonstrated strength of operating performance,
notwithstanding severe economic conditions in the company's
markets, both of which lend support to higher ratings via
expectations of future revenue growth, deleveraging and free cash
flow generation.

The new credit facilities are rated B2, in line with the CFR as
the first lien debt comprises substantially all of the company's
liabilities and no longer receives a recovery cushion from the
second lien term loan which will be repaid.  Moody's will withdraw
the ratings on the current first lien credit facility at closing.
Moody's does not rate the Company's second lien term loan.

Rating Actions

Issuer: U.S. TelePacific Corporation

* Corporate Family Rating -- Upgraded to B2 from B3

* Probability of Default Rating -- Upgraded to B2 from B3

* Senior Secured Revolving Credit Facility -- Assigned, B2, LGD3-
  44%

* 1st Lien Term Loan -- Assigned, B2, LGD3-44%

Outlook Actions:

  -- Outlook, Changed To Stable From Negative

TelePacific's B2 corporate family rating reflects the Company's
ongoing turnaround, with its service territories in California and
Nevada having been among the first hit by the collapse of the real
estate market in 2007.  Over that time, the Company has been
resilient in a difficult operating and liquidity strapped
environment, delivering quarter-over-quarter revenue growth over
the last four quarters while many peer competitive telecom
providers are still experiencing revenue declines.  The rating
also benefits from TelePacific's position as the largest CLEC in
the California and Nevada markets, which are relatively less
competitive than other regions of the country, such as the
Northeast.  The rating is tempered, however, by the relatively
high leverage for a CLEC and continual fight for market share
among CLECs, incumbents, and, more recently, cable companies for
the targeted small business customers.

The stable outlook is based on Moody's views that the Company has
weathered the worst of the macroeconomic pressures in its markets,
and with improved liquidity to fund growth, should be in a good
position to maintain revenue and cash flow growth as the economy
continues to recover.  The ratings remain fairly prospective,
however, particularly in consideration of the ongoing challenges
management faces in operating through persistent weakness in the
California and Nevada economies and with intense competition for
its small business customers, and could come under downward
pressure if the company fails to deliver consistent free cash flow
growth and/or turns back from its recent deleveraging path.

The Company's liquidity position is enhanced by full access to its
unfunded $25 million revolver, while the new credit facility
removes the covenant pressure that the Company faced over the past
year.

Moody's acknowledges the support that TelePacific's sponsors
provided in the past, by extending a $20 million letter of credit
facility to backstop a run up of accounts payable in addition to
amending the terms of the preferred stock holdings, to which
Moody's now ascribes 25% debt attribution, down from 50%, due to
the revised perpetual nature of that security.

Moody's last rating action was on March 30, 2009, when Moody's
revised TelePacific's rating outlook to negative.

TelePacific Communications, headquartered in Los Angeles, CA, is a
competitive local exchange carrier serving over 1 million access
line equivalents.


UTGR INC: Twin River Racino Headed for Confirmation Hearing
-----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that UTGR Inc. reached a
compromise with unsecured creditors, allowing the bankruptcy judge
to approve a disclosure statement explaining the reorganization
plan.  Instead of 5%, unsecured creditors will receive a 65%
recovery.  For a recovery estimated at 89%, first-lien creditors
owed $415 million will receive all the new stock plus a
$300 million secured note.  Second-lien creditors, owed $145
million, are to receive half of sale proceeds between $475 million
and $575 million if the facility is sold within three years. They
are to have 75% of sale proceeds above $575 million.

The Plan provides that a condition precedent to it being effective
is the passage of certain legislation by the Rhode Island General
Assembly to enhance the Debtors' financial viability, including an
extension in operating hours at Twin River to 24 hours a day, 7
days a week, and the elimination of the legislative requirement
that the Debtors must conduct live dog racing to maintain their
VLT license.

UTGR Inc. is the operator of the Twin River racetrack-casino in
Lincoln, Rhode Island.  UTGR filed for Chapter 11 on June 23
(Bankr. D. Rhode Island Case No. 09-12418).  The Debtors selected
Jager Smith P.C. as counsel, and Winograd, Shine & Zacks P.C. as
their co-counsel.  It also hired Zolfo Cooper LLC as bankruptcy
consultants and special financial advisors.  Donlin Recano serves
as claims and notice agent.  In its bankruptcy petition, the
Company estimated assets of less than $500 million and debt
exceeding $500 million.


WEST FELICIANA: Files List of 20 Largest Unsecured Creditors
------------------------------------------------------------
West Feliciana Acquisition, LLC, has filed the U.S. Bankruptcy
Court for the Middle District of Louisiana a list of its 20
largest unsecured creditors.

A full-text copy of the list of largest unsecured creditors is
available for free at http://bankrupt.com/misc/lamb10-10053.pdf

Saint Francisville, Louisiana-based West Feliciana Acquisition,
LLC, filed for Chapter 11 bankruptcy protection on January 17,
2010 (Bankr. M.D. La. Case No. 10-10053).  Louis M. Phillips,
Esq., at One American Place, assists the Company in its
restructuring effort.  The Company listed $50,000,001 to
$100,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


WEST FELICIANA: Section 341(a) Meeting Scheduled for February 26
----------------------------------------------------------------
The U.S. Trustee for Region 5 will convene a meeting of creditors
in West Feliciana Acquisition, LLC's Chapter 11 case on
February 26, 2010, at 1:00 p.m.  The meeting will be held at
Middle District of Louisiana, 707 Florida Street, Room 324, Baton
Rouge, LA 70801.

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.

Saint Francisville, Louisiana-based West Feliciana Acquisition,
LLC, filed for Chapter 11 bankruptcy protection on January 17,
2010 (Bankr. M.D. La. Case No. 10-10053).  Louis M. Phillips,
Esq., at One American Place, assists the Company in its
restructuring effort.  The Company listed $50,000,001 to
$100,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


WEST FELICIANA: Taps Gordon Arata as Bankruptcy Counsel
-------------------------------------------------------
West Feliciana Acquisition, L.L.C., has sought authorization from
the Hon. Douglas D. Dodd of the U.S. Bankruptcy Court for the
Middle District of Louisiana to employ Gordon, Arata, McCollum,
Duplantis & Eagan, L.L.P., as bankruptcy counsel.

Gordon Arata will, among other things:

     -- advise the debtor-in-possession of its duty to file
        monthly reports required by applicable law, rule or
        regulation; and specifically advise the debtor of the
        potential consequences of non-compliance;

     -- advise the Debtor of the prohibition against the sale of
        any of its assets outside the ordinary course of business
        without leave of court;

     -- advise the Debtor of its obligation to comply with the
        Internal Revenue Code and Internal Revenue Service
        regulations, including in particular the depository
        receipt requirements, and applicable state and local
        taxation laws; and

     -- advise the debtor-in-possession of the Operating
        Guidelines established by the Office of the United States
        Trustee.

Louis M. Phillips, a limited partner and an authorized
representative of the law firm of Gordon Arata, says that the firm
received an initial retainer before the petition date of $100,000
by the debtor-in-possession from monies owned by the debtor-in-
possession.  The retainer, according to Mr. Phillips, is designed
to secure the payment of services performed by the firm and
reimbursement of expenses incurred by the firm, for services
rendered prior to the Petition Date and subsequent to the Petition
Date.  The Debtor owes the firm approximately $25,000 for fees and
expenses for pre-petition services related to preparation for and
the filing of the Petition.  The firm, says Mr. Phillips, will
draw against monies held in trust for pre- and post-petition
services provided to the debtor-in-possession after application
to, and approval by, the Court pursuant to the United States
Bankruptcy Code and the Federal Rules of Bankruptcy Procedure, or
in compliance with any procedure orders as may be entered by this
court.

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

Saint Francisville, Louisiana-based West Feliciana Acquisition,
LLC, filed for Chapter 11 bankruptcy protection on January 17,
2010 (Bankr. M.D. La. Case No. 10-10053).  Louis M. Phillips,
Esq., at One American Place, assists the Company in its
restructuring effort.  The Company listed $50,000,001 to
$100,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


WM BOLTHOUSE: S&P Affirms Corporate Credit Rating at 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Bakersfield, California-based Wm.
Bolthouse Farms Inc.  The outlook is stable.  About $565 million
of debt was outstanding as of Sept. 30, 2009.

S&P also assigned its 'B+' issue-level rating to Bolthouse's
proposed $565 million new first-lien credit facility, with a
recovery rating of '2', indicating the expectation of substantial
(70%-90%) recovery in the event of a payment default.  The senior
secured credit facilities consist of a $65 million, five-year
revolving credit facility and a $500 million, six-year term loan.

In addition S&P assigned a 'CCC+' issue-level rating to the
company's proposed $225 million new second-lien credit facility,
with a recovery rating of '6', indicating the expectation of
negligible (0%-10%) recovery in the event of a payment default.
These ratings are based on preliminary terms and are subject to
review upon final documentation.  S&P will withdraw its ratings on
the existing credit facility when it is repaid.

"The rating affirmation reflects S&P's expectation for liquidity
to remain adequate, while debt increases modestly following the
proposed transaction," said Standard & Poor's credit analyst
Alison Sullivan.  S&P estimates pro forma lease-adjusted total
debt to EBITDA of about 5.9x, compared with 5.7x before the
transaction, for the 12 months ended Sept. 30, 2009.  S&P
estimates the transaction does not materially affect adjusted
funds from operations to total debt, at about 11% for the 12
months ended Sept. 30, 2009.

As part of the planned refinancing, net proceeds from the issuance
will be used to redeem Bolthouse's existing credit facility and
the company's $100 million ($151 million outstanding) 12.5%
payment-in-kind (PIK) perpetual preferred stock (unrated), which
S&P had treated as debt for analytical purposes.  In addition to
eliminating the growing liability of this preferred stock, the
proposed $65 million five-year revolving credit facility,
$500 million six-year first-lien term loan, and $225 million 6.5-
year second-lien term loan will replace the company's existing
$75 million revolving credit facility due 2011, $500 million
first-lien term loan due 2012 ($406.5 million outstanding), and
$135 million second-lien term loan due 2013.  Upon closing of this
refinancing, S&P will withdraw the existing ratings on these
issues.


WILLIAM DEMARIA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: William DeMaria, Jr.
               Robin DeMaria
                 aka Robyn DeMaria
               11207 Orange Hibiscus
               Palm Beach Gradens, FL 33418

Bankruptcy Case No.: 10-11686

Chapter 11 Petition Date: January 26, 2010

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtors' Counsel: Julianne R. Frank, Esq.
                  11382 Prosperity Farms Rd. #230
                  Palm Beach Gardens, FL 33410
                  Tel: (561) 626-4700
                  Fax: (561) 627-9479
                  Email: fwbbnk@bellsouth.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 $3,158,107
and total debts of $3,527,968.

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

            http://bankrupt.com/misc/flsb10-11686.pdf

The petition was signed by the Joint Debtors.


WOODCREST CLUB: U.S. Trustee Appoints 3-Member Creditors Panel
--------------------------------------------------------------
The U.S. Trustee for Region 2 appointed three members to the
official committee of unsecured creditors in the Chapter 11 cases
of The Woodcrest Club, Inc.

The Creditors Committee members are:

1. Green Tree Packing
   Attn: Michele Bochicco, credit manager
   65 Central Avenue
   P.O. Box 386
   Passaic, NJ 07055

2. Dairyland USA Corp.
   c/o Cliff Katz, Esq.
   Platzer, Swergold, Karlin, Levine, Goldberg, Jaslow LLP
   1065 Avenue of the Americas
   New York, NY 10018

3. Main Street Wholesale Meats
   Attn: Kent Seelig, president
   210 Main Street
   Farmingdale, NY 11735

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.

Syosset, New York-based The Woodcrest Club, Inc., operates storage
units.  The Company filed for Chapter 11 bankruptcy protection on
December 10, 2009 (Bankr. E.D. N.Y. Case No. 09-79481).  Gerard R.
Luckman, Esq., at SilvermanAcampora LLP assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $1,000,001 to $10,000,000 in
liabilities.


* Bankruptcy Firms "Scramble for Crumbs" Amid Decline in Filings
----------------------------------------------------------------
Reuters' DealZone says a sharp drop in business bankruptcy filings
has restructuring advisory firms scrambling for crumbs of
business.  DealZone relates some 29 attorneys signed up to pitch
their services to the creditors committee of Mesa Air Group, which
filed for Chapter 11 protection early this month.  DealZone also
notes another 17 financial advisers showed up at the so-called
beauty pageant, anxious for new business.

"It's definitely a shift," DealZone quotes Ed Albert, managing
director at Macquarie Capital (USA) Inc., who attended the
gathering, as saying.  "A sea of people is showing up.  There are
fewer bankruptcy filings, and a lot more restructuring firms were
created in the last three years."

According to DealZone, Mr. Albert also said, "It's significant
that a lot of firms at Mesa were debtor firms, which typically
pursue the bigger debtor cases for bigger fees."

According to DealZone, bankruptcydata.com says bankruptcy filings
of publicly traded companies dropped by a third in December and
January, year to date, compared to the same period last year.

DealZone also reports Mr. Albert said an attorney he met at the
Mesa pitch told him there were more hopeful hires at Mesa than at
Chrysler or General Motors, which filed for bankruptcy in 2009.
Calls to the Office of the U.S. Trustee to confirm this statistic
were not returned, according to DealZone.


* JPMorgan Expects Newspapers to Beat December Revenue Estimates
----------------------------------------------------------------
Jennifer Saba at Editor & Publisher reports that J.P. Morgan
equity research analysts Alexia Quadrani, Monica DiCenso and
Townsend Buckles are expecting newspapers to beat their December
ad revenue estimates -- improvements that should carry on through
2010.

"We believe potential upside to estimates in Q4 and this
encouraging tone may further fuel the recent rally," the analysts
said in a recently released note said, according to Editor &
Publisher.

Editor & Publisher relates that for the companies they cover,
advertising revenue at Gannett is anticipated to decline 20% in Q4
but with top line improvement driven by recent cost cutting.
Classified advertising will remain weak but the national -- though
J.P. Morgan notes that USA Today is still "volatile" -- and retail
categories are registering improvements. Projected EBITDA in Q4 is
$349 million, up from an estimated $341 million with a 24% margin
-- the only quarter last year with a margin improvement.

Editor & Publisher relates that at The New York Times Co.,
analysts anticipated a Q4 ad revenue decline of 21% versus a
previously estimated decline of 25%.  J.P. Morgan tweaked its 2010
ad revenue projections for the company from a 9.5% drop to 7.1%,
noting the New York Times will likely outperform its peers.  For
the quarter EBITDA margins are expected to come in at 21.5%
compared to 18.5% in Q4 2008.

Editor & Publisher relates that Quadrani, DiCenso and Buckles
appear unmoved by the recent NYTimes.com metered model
announcement: "It is unclear how meaningful the revenue upside
could be in the near term given that current print subscribers
will receive online content for free as part of their
subscription."

Editor & Publisher says McClatchy is forecasted to improve in Q4
with ad revenue declines in the low 20% range but positive EBITDA
growth due to cost cutting (also in the 20% range).  Total revenue
in Q4 is expected to be down 17% because of positive circ revenue
growth.  Analysts still think McClatchy will keep cutting this
year but that its 2010 convents should remain secure.

Editor & Publisher says Q4 ad revenue should drop in the mid-teens
at E.W. Scripps -- a company that will benefit from its broadcast
division in a sure-to-be heated political year along with the
Olympics. Scripps is also in the position of carrying very little
debt -- some $20 million -- and analysts suggest that the company
could reinstate a dividend at some point in the year.


* Bass, Berry & Sims PLC Expands, Adds 7 Members & 10 Associates
----------------------------------------------------------------
Bass, Berry & Sims PLC, a corporate law firm based in Tennessee,
disclosed its election of seven members as well as the addition of
10 associate attorneys.

The firm's expansion underscores its persistently strong
performance despite the ongoing challenges facing the legal
marketplace.

"We are delighted to celebrate the addition to the firm of such a
talented, experienced group of new partners and diverse and
impressive group of associates," said Keith Simmons, managing
partner.  "Our most important job is to add value to our clients'
businesses.  We do it by hiring, training, and promoting highly
talented and motivated people.  This group is extraordinary."

The attorneys promoted to member are:

Scott W. Bell (Nashville) focuses on mergers and acquisitions,
securities law compliance, and other domestic and international
financial and commercial matters.  Bell previously practiced at
Wilmer Cutler Pickering Hale and Dorr LLP in Washington, D.C. He
earned a J.D. from the Georgetown University Law Center and a B.A.
in Economics and English from Vanderbilt University.

Christopher Y. Chi (Nashville) focuses on mergers and
acquisitions, financings and corporate governance.  Chi previously
practiced at O'Melveny & Myers LLP in Los Angeles.  He earned a
J.D. from the University of Virginia School of Law and a B.A. in
history and literature from Harvard University.  Chi is a board
member of the Tennessee Asian Pacific American Bar Association.

Mary Beth Fortugno (Nashville) concentrates on the acquisition and
disposition of hospitals, hospices and surgery centers and other
complex healthcare matters.  She previously served as operations
counsel for IASIS Healthcare where she provided regulatory advice
to hospitals and oversaw healthcare litigation matters.  She
graduated from Vanderbilt University Law School, earned a B.A.
from Vanderbilt University and an M.S. from Florida State
University.

John S. Seehorn (Nashville) focuses on commercial lending, secured
transactions, real estate and general commercial law.  Seehorn
graduated from the University of Tennessee College of Law and
received a B.S. in engineering management from the United States
Military Academy.  He previously served with the 2nd Infantry
Division, Camp Stanley, Korea, the 101st Airborne Division, Fort
Campbell, and the 3rd Infantry Division at Hunter Army Airfield.

T. Gaillard (Gil) Uhlhorn, V (Memphis) concentrates his practice
on real estate and financial transactions.  He earned a J.D. from
the University of Tennessee and a B.A. from Washington & Lee
University.

Kathryn Hannen Walker (Nashville) focuses on complex commercial
litigation, data management and e-discovery issues.  Prior to
attending law school, she was an art historian and art curator.
She earned a J.D. and a M.A. from Vanderbilt University, and a
B.A. from Augustana College.

Kristen Collier Wright (Memphis) focuses on complex commercial and
bankruptcy litigation, emphasizing banking, intellectual property,
business restructuring and bankruptcy.  She is licensed to
practice law in both Tennessee and Arkansas and serves on the
firm's Law School Recruiting and the Professional Development
Committees.  She earned a J.D. and a B.A. from the University of
Arkansas.  Wright is the mother of 4-year-old twins.

The firm's 10 new associates are Sarah Bogni, J. Taylor Chenery,
Meredith L. Edwards, Lauren M. Gaffney, Stephen D. Hargraves,
Charles G. Jarboe, Gabrielle A. Lewis, Emoke K. Pulay, Justin
Thomas Starling and Aryn C. Subhawong.

                       About Bass, Berry & Sims PLC

With more than 200 attorneys representing numerous publicly-traded
companies and Fortune 500 businesses, Bass, Berry & Sims PLC has
been involved in some of the largest and most significant business
transactions and litigation matters in the country.


* Huron Consulting Group Adds Restructuring & Turnaround Experts
----------------------------------------------------------------
Huron Consulting Group disclosed that Stanley D. Garrison,
Christopher H. Martorella and Hugh E. Sawyer have joined the
Company as managing directors in the Restructuring & Turnaround
group.

"Our restructuring and turnaround business has experienced
increased demand as the economy continues to struggle with a
recession that has yielded unprecedented financial strain on many
companies.  For the foreseeable future, we anticipate a steady
stream of opportunities for growth in this business," said James
H. Roth, chief executive officer, Huron Consulting Group.  "Stan,
Chris and Hugh have extensive experience working with
organizations in distressed situations and will be tremendous
resources for Huron's clients."

Garrison has more than 25 years of management consulting,
international business, and corporate finance experience working
on organizational planning, operations management, and M&A
transactions.  He comes to Huron from Horizon Performance, where
he served as chief executive officer and helped companies achieve
performance goals through operational improvements. Prior to that
position, Garrison served as a corporate finance partner with
Ernst & Young.  At Huron, Garrison will be focused on helping
clients reduce costs, strengthen operations, and improve business
performance.

Martorella has more than 23 years of commercial real estate
experience in various capacities, as a lender, investor and
operator with a specific focus on acquisitions, construction,
financing, development, operations and asset management.
Martorella comes to Huron from Urban Residential, a $1 billion
commercial real estate investment and development company, where
he served as chief executive officer.  Throughout his career, he
has worked with a broad array of sophisticated institutional
investors and lenders to originate, underwrite, and restructure
real estate investments across a variety of asset classes,
including multifamily, hospitality, retail, office, industrial,
senior housing, and gaming.  At Huron, Martorella will be
providing restructuring solutions to real estate companies under
financial duress, lenders with extensive real estate exposure, and
owners of complex transitional assets, including aborted
construction projects and REO assets.

Sawyer has more than 30 years of experience leading turnarounds,
bankruptcies, and merger and acquisitions for both public and
private companies in assorted industries.  Prior to joining Huron,
Sawyer worked for Legendary, Inc., managing the turnaround of the
privately held entity while serving as president of the holding
company.  Previously, he served as the president and chief
executive officer of several entities, including Allied Holdings,
Inc., where he assisted with its Chapter 11 bankruptcy.  Sawyer
has also served in numerous board roles, with the post-petition
board of Spiegel, Inc. and Hines Horticulture, Inc., being among
them.  His role at Huron will be focused on helping distressed
companies, creditor constituencies, and other stakeholders in
connection with out-of-court restructurings and bankruptcy
proceedings.

                  About Huron Consulting Group

Huron Consulting Group helps clients in diverse industries improve
performance, comply with complex regulations, resolve disputes,
recover from distress, leverage technology, and stimulate growth.
The Company teams with its clients to deliver sustainable and
measurable results.  Huron provides services to a wide variety of
both financially sound and distressed organizations, including
leading academic institutions, healthcare organizations, Fortune
500 companies, medium-sized businesses, and the law firms that
represent these various organizations.


* Bridge Associates Relocates Its Dallas Office
-----------------------------------------------
Bridge Associates LLC has reported the relocation of its Dallas
office to 1700 Pacific Avenue, Suite 2680, Dallas, Texas 75201.
All telephone numbers in the Dallas office remain the same.  The
Dallas office main number is (214) 761-9900.

Dallas based professionals and links to updated vcards are:

   * Louis E. Robichaux, Managing Director
     http://www.bridgeassociatesllc.com/professionals-31.html

   * Todd M. Patnode, Director
     http://www.bridgeassociatesllc.com/professionals-36.html

   * Scott M. Pinsonnault, Director
     http://www.bridgeassociatesllc.com/professionals-57.html

   * Gregory K. O'Briant, Principal
     http://www.bridgeassociatesllc.com/professionals-30.html

   * Russell A. Perry, Principal
     http://www.bridgeassociatesllc.com/professionals-39.htm

   * Carol Cherrington Logue, Senior Associate
     http://www.bridgeassociatesllc.com/professionals-14.html

   * Theresa A. Martin, Executive Assistant
     http://www.bridgeassociatesllc.com/professionals-53.html

Bridge Associates LLC -- http://www.bridgellc.com-- is a national
turnaround, crisis management and financial advisory services
firm.


* Donlin Recano Hires Michael Emrich, Esq., as Director
-------------------------------------------------------
Michael Emrich, Esq., has joined Donlin Recano & Company, Inc., as
Director.  A seasoned veteran in the bankruptcy industry, Mr.
Emrich will be responsible for growing the company's client base
and report to Executive Director, Scott Stuart, Esq.

Previously a partner with Winston & Strawn LLP, Mr. Emrich handled
all aspects of bankruptcy and debtor-creditor law, including
representation of secured and unsecured creditors, creditors'
committees, debtors, trustees and other entities in a wide variety
of Chapter 11 cases and out-of-court restructurings.  The clients
he represented include: Citizens Communications Company, Cisco
Systems Capital Corporation and General Electric Capital
Corporation.  Prior to Winston & Strawn, Mr. Emrich was affiliated
with Orrick, Herrington & Sutcliff LLP where he handled all
aspects of bankruptcy and debtor-creditor law both domestically
and internationally.

Mr. Emrich earned his JD from Cornell University Law School, where
he was the editor and member of the Cornell Moot Court Board.  He
also holds a bachelor's degree from the University at Albany.  He
is also a member of the American Bankruptcy Institute and has
written for The New York Law Journal and is a frequent editor for
bankruptcy publications including: Herzog's Bankruptcy Forms and
Practice and Collier on Bankruptcy.

"Michael's impressive track record makes him a great asset to the
company and presents an opportunity for DRC to expand its new
business efforts," said Lou Recano, Chief Executive Officer of
Donlin Recano.  "As we continue to position ourselves as a company
with an expanded platform and capabilities in the bankruptcy
industry, Michael will help move DRC to the next level."

Donlin Recano & Company, Inc., is a bankruptcy management
consultancy.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Woerner Displays, Inc.
   Bankr. S.D. Ala. Case No. 10-00212
  Chapter 11 Petition Filed January 20, 2010
         See http://bankrupt.com/misc/alsb10-00212.pdf

In Re 3W Props Limited Partnership
   Bankr. Ariz. Case No. 10-01481
  Chapter 11 Petition Filed January 20, 2010
         See http://bankrupt.com/misc/azb10-01481.pdf

In Re TSHG Vista 1, LLC
   Bankr. S.D. Calif. Case No. 10-00809
      Chapter 11 Petition Filed January 20, 2010
         Filed As Pro Se

In Re IM&M Exercise Equipment, Inc.
   Bankr. Colo. Case No. 10-10952
  Chapter 11 Petition Filed January 20, 2010
         See http://bankrupt.com/misc/cob10-10952.pdf

In Re Specialty Packaging Holdings, Inc.
   Bankr. Del. Case No. 10-10142
  Chapter 11 Petition Filed January 20, 2010
         See http://bankrupt.com/misc/deb10-10142.pdf

   In Re The Specialty Packaging Group, Inc.
      Bankr. Del. Case No. 10-10143
         Chapter 11 Petition Filed January 20, 2010
            See http://bankrupt.com/misc/deb10-10143.pdf

In Re Phillip M. O'Hearn
      Judy B O'Hearn
   Bankr. M.D. Fla. Case No. 10-01115
  Chapter 11 Petition Filed January 20, 2010
         See http://bankrupt.com/misc/flmb10-01115.pdf

In Re Alfonso A. Martinez
   Bankr. S.D. Fla. Case No. 10-11158
  Chapter 11 Petition Filed January 20, 2010
         See http://bankrupt.com/misc/flsb10-11158.pdf

In Re Kranz Flowers & Gifts Inc.
   Bankr. Mont. Case No. 10-60080
  Chapter 11 Petition Filed January 20, 2010
         See http://bankrupt.com/misc/mtb10-60080.pdf

In Re Catherine Vernon Webb
        fka Catherine Vernon
        fka Catherine Vernon
   Bankr. Nev. Case No. 10-10821
  Chapter 11 Petition Filed January 20, 2010
         See http://bankrupt.com/misc/nvb10-10821.pdf

In Re Robert Hoffman
      Amy Hoffman
   Bankr. Nev. Case No. 10-10827
  Chapter 11 Petition Filed January 20, 2010
         See http://bankrupt.com/misc/nvb10-10827.pdf

In Re Jeffery D. Robinson
   Bankr. N.J. Case No. 10-11520
  Chapter 11 Petition Filed January 20, 2010
         See http://bankrupt.com/misc/njb10-11520.pdf

In Re CD Fabricators Inc.
   Bankr. E.D. N.Y. Case No. 10-40410
  Chapter 11 Petition Filed January 20, 2010
         See http://bankrupt.com/misc/nyeb10-40410.pdf

In Re Olegna Fuschi
   Bankr. S.D. N.Y. Case No. 10-10364
  Chapter 11 Petition Filed January 20, 2010
         See http://bankrupt.com/misc/nysb10-10364.pdf

In Re D&D Concepts, Inc.
   Bankr. W.D. N.Y. Case No. 10-10192
  Chapter 11 Petition Filed January 20, 2010
         See http://bankrupt.com/misc/nywb10-10192.pdf

In Re C & W, LLC
        dba Merle Norman Cosmetics Studio and Day Spa of Brentwood
   Bankr. M.D. Tenn. Case No. 10-00474
  Chapter 11 Petition Filed January 20, 2010
         See http://bankrupt.com/misc/tnmb10-00474.pdf

In Re KSRP, Ltd
   Bankr. S.D. Texas Case No. 10-70044
  Chapter 11 Petition Filed January 20, 2010
         See http://bankrupt.com/misc/txsb10-70044.pdf

In Re Daniel Winston Holdings, LLC
   Bankr. D.C. Case No. 10-00056
  Chapter 11 Petition Filed January 20, 2010
         See http://bankrupt.com/misc/dcb10-00056.pdf

In Re Floric Polytech, Inc.
   Bankr. Ariz. Case No. 10-01584
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/azb10-01584.pdf

In Re Richard Stephen Prieb
      Janet Kay Prieb
        aka Janet Kay Simmons
   Bankr. Ariz. Case No. 10-01517
      Chapter 11 Petition Filed January 21, 2010
         Filed As Pro Se

In Re Gardenwalk Cinemas LLC
   Bankr. C.D. Calif. Case No. 10-10730
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/cacb10-10730.pdf

In Re Crescenzo Land Holdings Inc.
   Bankr. M.D. Fla. Case No. 10-01159
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/flmb10-01159.pdf

In Re Gifts from God of Sarasota, Inc.
        dba Gifts from God Ministries
        dba Barnabas House
        dba Sarasota Dream Center
        dba Gifts from God Restoration Corp.
   Bankr. M.D. Fla. Case No. 10-01222
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/flmb10-01222.pdf

In Re Mira Pizza, Inc.
   Bankr. M.D. Fla. Case No. 10-01253
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/flmb10-01253.pdf

In Re Soca Imaging, Inc.
   Bankr. S.D. Fla. Case No. 10-11265
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/flsb10-11265.pdf

In Re Navix Imaging Inc.
   Bankr. S.D. Fla. Case No. 10-11268
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/flsb10-11268.pdf

In Re Kyoshin Name Plate Kogyo Co., Ltd.
   Bankr. Hawaii Case No. 10-00168
      Chapter 11 Petition Filed January 21, 2010
         Filed As Pro Se

In Re Hercules O. Pitts
   Bankr. Md. Case No. 10-11360
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/mdb10-11360.pdf

In Re Arcadia Enterprises, Inc.
   Bankr. Mass. Case No. 10-40226
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/mab10-40226.pdf

In Re Dargie, Inc.
        aka G'Vanni's Ristorante
        aka G'Vanni's
   Bankr. Mass. Case No. 10-10516
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/mab10-10516.pdf

In Re JDN Properties at Florham Park, LLC
   Bankr. N.J. Case No. 10-11697
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/njb10-11697.pdf

In Re Julie Mei, LLC
   Bankr. N.J. Case No. 10-11718
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/njb10-11718.pdf

In Re Vences Trujillo
        dba Albuquerque Car Crushers, Inc.
        dba VP Construction, Inc.
   Bankr. N.M. Case No. 10-10206
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/nmb10-10206.pdf

In Re Sonia Y. Santos
   Bankr. E.D. N.Y. Case No. 10-40461
      Chapter 11 Petition Filed January 21, 2010
         Filed As Pro Se

In Re Device Partners International, LLC
   Bankr. S.D. N.Y. Case No. 10-10387
      Chapter 11 Petition Filed January 21, 2010
         Filed As Pro Se

In Re Vincent Sorco
   Bankr. W.D. Pa. Case No. 10-20333
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/pawb10-20333.pdf

In Re Creative IT Solutions Network, Inc.
        aka Creative IT Solutions
        aka Fatai Obasuyi
   Bankr. N.D. Texas Case No. 10-30492
    Chapter 11 Petition Filed January 21, 2010
         Filed As Pro Se

In Re R & P Properties, LLC
   Bankr. W.D. Tenn. Case No. 10-10218
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/tnwb10-10218.pdf

In Re Able Amusement Company
   Bankr. W.D.. Tenn. Case No. 10-20655
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/tnwb10-20655.pdf

In Re Vista Mirage Subdivision, L.P.
   Bankr. W.D. Tenn. Case No. 10-10204
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/tnwb10-10204.pdf

In Re Rickie A. Hodge
      Yong Sun Hodge
   Bankr. E.D. Va. Case No. 10-10449
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/vaeb10-10449.pdf

In Re Production Consulting Services, Inc.
   Bankr. Wyo. Case No. 10-20046
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/wyb10-20046.pdf

In Re CLCC Enterprises, LLC
        dba Famous Sam's #4
   Bankr. Ariz. Case No. 10-01723
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/azb10-01723.pdf

In Re John Mitchell Mondo
   Bankr. C.D. Calif. Case No. 10-10281
      Chapter 11 Petition Filed January 22, 2010
         Filed As Pro Se

In Re Ju Yun Yu
        aka Shannon Yu
        fka Ju Yun Kim
   Bankr. C.D. Calif. Case No. 10-10763
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/cacb10-10763.pdf

In Re Alta Cross Industries, LLC
        aka Stephen Davidson
   Bankr. E.D. Calif. Case No. 10-21422
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/caeb10-21422.pdf

In Re Cangiano Family, LLC
   Bankr. Conn. Case No. 10-30172
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/ctb10-30172.pdf

In Re American Contractors Equipment, Inc.
        dba Gold Coast Equipment Company
   Bankr. M.D. Fla. Case No. 10-00955
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/flmb10-00955.pdf

In Re Adagio, Inc.
        aka Accord Flooring Division of Adagio Inc
   Bankr. S.D. Fla. Case No. 10-11484
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/flsb10-11484.pdf

In Re Dynamic Health Care Providers, Inc.
        dba Samuel E. Kelly, Inc.
   Bankr. S.D. Fla. Case No. 10-11466
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/flsb10-11466.pdf

In Re Knight Quartz Flooring, LLC
        fka Knight Industries Premium Flooring, LLC
   Bankr. E.D. La. Case No. 10-10178
      Chapter 11 Petition filed January 22, 2010
         See http://bankrupt.com/misc/laeb09-10178p.pdf
         See http://bankrupt.com/misc/deb10-10110c.pdf

In Re Rich Learning Systems, Inc.
   Bankr. Neb. Case No. 10-80177
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/neb10-80177.pdf

In Re American Food & Beverage, Inc.
   Bankr. N.J. Case No. 10-11801
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/njb10-11801.pdf

In Re Mr. Smiths Beef and Ale, Inc.
   Bankr. N.J. Case No. 10-11754
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/njb10-11754.pdf

In Re MacArthur Building Corp.
   Bankr. E.D. N.Y. Case No. 10-70367
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/nyeb10-70367.pdf

In Re John R. Moore
      Judith A. Moore
   Bankr. E.D. N.C. Case No. 10-00472
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/nceb10-00472p.pdf
         See http://bankrupt.com/misc/nceb10-00472c.pdf

In Re Lawrence Lyda
      Josephine B. Lyda
   Bankr. W.D. N.C. Case No. 10-10075
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/ncwb10-10075.pdf

In Re J.R.L. Enterprises, Incorporated
   Bankr. W.D. Pa. Case No. 10-20383
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/pawb10-20383.pdf

In Re Summitt Brantley Building Innovations, LLC
      Bankr. W.D. Tenn. Case No. 10-10234
         Chapter 11 Petition Filed January 22, 2010
           See http://bankrupt.com/misc/tnwb10-10234.pdf

In Re E.S. Bussey & Associates, Inc.
        dba Royal Custom Homes
   Bankr. W.D. Texas Case No. 10-50265
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/txwb10-50265.pdf

In Re Pecan Park, L.L.C.
   Bankr. W.D. Texas Case No. 10-10156
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/txwb10-10156.pdf

In Re Todd M. Anderson
        fdba TA Operations
   Bankr. W.D. Wis. Case No. 10-10435
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/wiwb10-10435.pdf

In Re Andrew Skros
   Bankr. N.D. Ala. Case No. 10-40176
      Chapter 11 Petition Filed January 24, 2010
         See http://bankrupt.com/misc/alnb10-40176.pdf

In Re Drexel Diesel Service, L.L.C.
   Bankr. Ariz. Case No. 10-01797
      Chapter 11 Petition Filed January 25, 2010
         See http://bankrupt.com/misc/azb10-01797.pdf

In Re JPLT Logistics, LLC
   Bankr. W.D. Ark. Case No. 10-70316
      Chapter 11 Petition Filed January 25, 2010
         See http://bankrupt.com/misc/arwb10-70316.pdf

In Re David Herbrandson
      Deborah Herbrandson
   Bankr. C.D. Calif. Case No. 10-11943
      Chapter 11 Petition Filed January 25, 2010
         See http://bankrupt.com/misc/cacb10-11943.pdf

In Re Keystone Land Group, LLC
   Bankr. M.D. Fla. Case No. 10-01398
      Chapter 11 Petition Filed January 25, 2010
         See http://bankrupt.com/misc/flmb10-01398.pdf

In Re Southeast Roofing Consultants, Inc.
   Bankr. M.D. Fla. Case No. 10-01426
      Chapter 11 Petition Filed January 25, 2010
         See http://bankrupt.com/misc/flmb10-01426.pdf

In Re Symbolism Properties, LLC
   Bankr. M.D. Fla. Case No. 10-01429
      Chapter 11 Petition Filed January 25, 2010
         See http://bankrupt.com/misc/flmb10-01429.pdf

In Re Airplay America, LLC
   Bankr. S.D. Fla. Case No. 10-11630
      Chapter 11 Petition Filed January 25, 2010
         See http://bankrupt.com/misc/flsb10-11630.pdf

In Re Carter's Day Care, Inc.
   Bankr. N.D. Ga. Case No. 10-62023
      Chapter 11 Petition Filed January 25, 2010
         See http://bankrupt.com/misc/ganb10-62023.pdf

   In Re Carter's Daycare, Inc. II
      Bankr. N.D. Ga. Case No. 10-62026
         Chapter 11 Petition Filed January 25, 2010
            See http://bankrupt.com/misc/ganb10-62026.pdf

In Re Brian Scott Pesman
   Bankr. N.D. Ill. Case No. 10-02661
    Chapter 11 Petition Filed January 25, 2010
         Filed As Pro Se

In Re Midwest Manufacturing Company, Inc.
   Bankr. Neb. Case No. 10-40185
      Chapter 11 Petition Filed January 25, 2010
         See http://bankrupt.com/misc/neb10-40185.pdf

In Re Eleven-Eleven Rye, LLC
   Bankr. S.D. N.Y. Case No. 10-22108
      Chapter 11 Petition Filed January 25, 2010
         See http://bankrupt.com/misc/nysb10-22108.pdf

In Re Grape Realty, Inc.
   Bankr. S.D. N.Y. Case No. 10-22114
      Chapter 11 Petition Filed January 25, 2010
         See http://bankrupt.com/misc/nysb10-22114.pdf

In Re Keven A. McKenna, PC
   Bankr. R.I. Case No. 10-10256
      Chapter 11 Petition Filed January 25, 2010
         See http://bankrupt.com/misc/rib10-10256.pdf

In Re Allen Ted Tarpley
      Martha J. Tarpley
   Bankr. M.D. Tenn. Case No. 10-00654
      Chapter 11 Petition Filed January 25, 2010
         See http://bankrupt.com/misc/tnmb10-00654.pdf

In Re Professional Auto Recovery, Inc.
   Bankr. M.D. Tenn. Case No. 10-00655
      Chapter 11 Petition Filed January 25, 2010
         See http://bankrupt.com/misc/tnmb10-00655.pdf

In Re RJA, LLC
        dba Elfo's Restaurant
   Bankr. W.D. Tenn. Case No. 10-20784
      Chapter 11 Petition Filed January 25, 2010
         See http://bankrupt.com/misc/tnwb10-20784.pdf

In Re Harborwalk Marina Operating Co., Ltd.
   Bankr. S.D. Texas Case No. 10-80044
      Chapter 11 Petition filed January 25, 2010
         See http://bankrupt.com/misc/txsb10-80044p.pdf
         See http://bankrupt.com/misc/deb10-10110c.pdf



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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