TCR_Public/100129.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, January 29, 2010, Vol. 14, No. 28

                            Headlines



1191 WOOD RUN: Case Summary & 7 Largest Unsecured Creditors
ADVANTA CORP: Files Schedules of Assets and Liabilities
AGY HOLDING: Dismisses Deloitte & Touche as Accountants
AHERN RENTALS: Moody's Corrects Press Release; Lifts Ratings
AMERICAN INT'L: Federal Reserve Officials Had Doubts over Payout

AMERICAN NATURAL ENERGY: Goodman & Company Reports 9.90% Stake
AMERICAN SAFETY: Moody's Junks Corporate Family Rating From 'B2'
ANDREW YOUNGQUIST: Case Summary & 17 Largest Unsecured Creditors
APPLERIDGE RETIREMENT: Separate Class for Tax Creditor Denied
APPLETON PAPERS: Plans to Offer $300 Million Secured Notes

ASARCO LLC: Assails Sterlite Plan to Cash In On Losing Bid
ASPEN LAND: Disputes Alpine Bank's Case Dismissal Request
AUTOLIV INC: To Acquire Delphi Passive Safety Operations in Asia
BERNARD MADOFF: Trustee Has $220-Mil. Settlement With Levy Estate
BIOJECT MEDICAL: Deregisters Rights to Acquire Series R Preferreds

BRUNDAGE-BONE: Secured Creditors Want Ch. 11 Trustee, Examiner
BRUNDAGE-BONE: Wants Weiss and Van Scoyk as Special Counsel
BURLINGTON COAT: Moody's Affirms 'B3' Corporate Family Rating
CAROLINA FIRST: S&P Cuts Counterparty Credit Rating to 'B+/B'
CATALYST PAPER: CEO Richard Garneau to Step Down on April 28

CENTRAL GARDEN: S&P Raises Corporate Credit Rating to 'B+'
COLONIAL BANCGROUP: Cleared to Tap Cash Collateral
COOPER-STANDARD: Repays Loans Under DIP Credit Agreement
COOPER-STANDARD: Authorizes Assets Sale to Sanoh for $3.53MM
COOPER-STANDARD: Committee Deadline to Probe Moved to Feb. 15

CORUS ENTERTAINMENT: S&P Assigns 'BB' Corporate Credit Rating
COYOTES HOCKEY: Ruling on Tax Break Won't Affect Lease Deal
CROSSTEX ENERGY: Moody's Assigns 'B2' Corporate Family Rating
DANA HOLDING: To Consolidate Heavy Vehicle Operations
DELTA AIR: Former Worker Appeals Subordination of ERISA Claim

DELTA AIR: Reports $1.2 Billion Net Loss for 2009
DELTA AIR: Delta, Skyteam Continue Talks, Backs JAL Restructuring
DELTA AIR: Settles Lone Star Appeal on TIA Claims Disallowance
DOYLE FAMILY: Case Summary & 2 Largest Unsecured Creditors
E*TRADE FINANCIAL: Has $67 Mil. Net Loss for 4th Qtr Ended 2009

FAIRPOINT COMMS: Names Teresa Rhodes as New Hampshire President
FAIRPOINT COMMS: Names Michael Reed as Maine State President
FAIRPOINT COMMS: Updates Data on Total Voice Access Lines
FEDERAL-MOGUL: Aid for Laid Off Workers Approved
FEDERAL-MOGUL: Nineteen Eighty-Nine Has 5.9% Stake in FMC

FIRSTGOLD CORP: Files for Chapter 11 Protection in Reno, Nevada
FIRSTGOLD CORP: Case Summary & 20 Largest Unsecured Creditors
FONTAINEBLEAU LAS VEGAS: Court Approves Icahn's $150-Mil. Bid
FORD MOTOR: Reports $2.7 Billion Full Year 2009 Net Income
FRANK LAWRENCE: Case Summary & 7 Largest Unsecured Creditors

FRASER PAPERS: Proceeds With Sale of Specialty Papers Business
FRONTIER COMMUNICATIONS: Gets Approval for Verizon Transaction
GENERAL MOTORS: Reaches Binding Agreement with Spyker on Saab
GENERAL MOTORS: Union Slams GM's "Viability Plan II" for Opel
GENERAL MOTORS: Provides Adam Opel with EUR650-Mil. Financing

GENERAL MOTORS: Halts Hummer Assembly Pending Sale Nod
GLOBAL GEOPHYSICAL: Moody's Gives Stable Outlook; Keeps B3 Rating
GMAC INC: S&P Raises Long-Term Counterparty Credit Rating to 'B'
GRAHAM PACKAGING: Estimates $460-Mil. Adjusted EBITDA for 2009
HAWKER BEECHCRAFT: Inks Separation Deal with SVP Bradley Hatt

HEALTHTRONICS INC: S&P Withdraws 'BB-' Corporate Credit Rating
HELMSLEY SPEAR: Ceases Operations; Payroll Remains Unpaid
HEXION SPECIALTY: Extends Maturity of Term Loans to 2015
HUDSON PRODUCTS: Moody's Assigns 'B2' Rating on $250 Mil. Notes
HUDSON PRODUCTS: S&P Affirms 'B-' Corporate Credit Rating

IMPERIAL INDUSTRIES: Delisted From NASDAQ Capital Market
INVESTMENT REALTY: Massachusetts Want Firm to Cease & Desist
INVITEL HOLDINGS: Intends to Delist From NYSE Amex
IRVINE SENSORS: CEO John Carson Received $350,967 in FY2009
JAMES EDWARD FALL: Case Summary & 20 Largest Unsecured Creditors

JEANNE RIZZOTTO: Gets Conditional Approval for Chapter 11 Plan
KEVEN MCKENNA: Files for Bankruptcy to Reorganize Finances
KIEBLER SLIPPERY: Plan Provides for 100% Recovery of Unsec. Claims
LARRY ELLIS: Case Summary & 72 Largest Unsecured Creditors
LAS VEGAS MONORAIL: Wants to Use Cash Collateral

LEXINGTON PRECISION: Wants Access to Cash Collateral Until March 5
LIBBEY INC: Shows Estimated Financial Results for Qtr. & Full Year
LIBERTY MEDIA: Tender Offer Won't Affect Moody's 'B1' Ratings
LIBERTY GLOBAL: S&P Maintains 'B+' Corporate Credit Rating
LOWER BUCKS: Moody's Puts 'Caa3' Long-Term Rating on Watchlist

MARK WENTWORTH HOME: Case Summary & 12 Largest Unsecured Creditors
MATTHEW BRALY: Case Summary & 13 Largest Unsecured Creditors
MCCLATCHY CO: Commences Tender Offer for 7.125% Notes
MCCLATCHY CO: Moody's Reviews 'Caa2' Corporate Family Rating
MCCLATCHY CO: S&P Puts 'CC' Rating on CreditWatch Positive

MERIDIAN RESOURCE: Bradley Louis Radoff Reports 5.8% Stake
MIDWAY GAMES: Wants Until February 15 to Propose Chapter 11 Plan
MONTECITO AT MIRABEL: Files Schedules of Assets and Liabilities
MOOSEHEAD FURNITURE: Plans to Obtain Funding From Insiders
MORRIS PUBLISHING: Gets OK to Hire Neal Gerber as Gen. Counsel

MORRIS PUBLISHING: Judith Seraphin, Edwin Slavin Ask for Trustee
MORRIS PUBLISHING: Plan Confirmation Hearing Set for Feb. 17
MORRIS PUBLISHING: Wants Hull Barrett as Special Corporate Counsel
MOUNTAIN VIEW: Voluntary Chapter 11 Case Summary
MTI TECHNOLOGY: Court to Continue Plan Outline Hearing on April 8

NATIONAL HOME: Has Continued Access to JPMorgan Cash Collateral
NATURAL PRODUCTS: Files for Bankruptcy, To Obtain $20MM Financing
NATURAL PRODUCTS: Case Summary & 30 Largest Unsecured Creditors
NEENAH FOUNDRY: Dale Parker On Board as Chief Financial Officer
NEENAH FOUNDRY: Absent Extension, Forbearance Pact Expires Today

NOVELOS THERAPEUTICS: Reduces Shares to Be Registered
NOVELOS THERAPEUTICS: Registers 12.5MM Shares Under Employee Plans
PENN TRAFFIC: Gets Final OK to Access Secured Lenders Cash
PH GLATFELTER: Moody's Assigns 'Ba2' Rating on $100 Mil. Notes
QUANTUM CORP: Amends Bylaws to Implement Majority Vote Standard

QUANTUM TECHNOLOGIES: Receives Delisting Notice From Nasdaq
RONNAL LONDON: Case Summary & 20 Largest Unsecured Creditors
SCHARF PROPERTIES: Files for Chapter 11 Bankruptcy in Portland
SEA ISLAND: Has Forbearance Agreement with Lending Group
SEDGWICK CMS: Moody's Affirms Corporate Family Rating at 'B1'

SEVEN SEAS: Moody's Assigns 'Caa1' Rating on $200 Mil. Notes
SHAMIM IFTIKHAR: Case Summary & 2 Largest Unsecured Creditors
SIRIUS XM: S&P Raises Corporate Credit Rating to 'B' From 'B-'
SONIC AUTOMOTIVE: Moody's Upgrades Corporate Family Rating to 'B2'
SOUTH FINANCIAL: Fitch Junks Issuer Default Rating From 'B-'

SPA CHAKRA: Can Obtain $1.7MM DIP Financing from Hercules Tech.
SPANSION INC: Receives OK to Transfer Unit to Elpida
SPANSION INC: Court OKs Reduction in Brincko's Monthly Fees
SPANSION INC: BofA Opposes Committee Plea to Pursue Claims
SPANSION INC: Committee Wants to Sue Spansion Japan

STATION CASINOS: Milbank Tweed Charges $4-Mil. for Aug-Nov. Work
STATION CASINOS: Isle of Capri to Manage 4 SCI Properties
STATION CASINOS: To End Management of Thunder Valley by June
SUN MICROSYSTEMS: Moody's Withdraws 'Ba1' Corporate Family Rating
SUNESIS PHARMACEUTICALS: Merlin BioMed Discloses 13.1% Stake

TERRA INDUSTRIES: S&P Affirms 'BB' Corporate Credit Rating
TERREL REID: Wants to Sell E. Deloney Real Property
THOMSON SA: Shareholders Approve Resolutions at Meeting
TOUSA INC: Starwood Wins Auction for Florida Assets
TOUSA INC: Can Pursue $60-Mil. Claim vs. Falcone Entities

TOUSA INC: Obtains Approval of Conveyance Pact with Waterford
TREY RESOURCES: Hires Friedman LLP as New Accountant
TRIAD ENERGY: Court Confirms Plan; Magnum to Close Deal by Feb. 15
TRIBUNE CO: $45.6M Bonus Plan Approved Over Objections
TRIBUNE CO: Claim Traders Offering 70-Cents-on-the-Dollar

TRIBUNE CO: Newspaper Guild Disappointed With Approval of Bonuses
TROPICANA ENT: OpCo Debtors Want Feb. Deadline for Effective Date
TROPICANA ENT: OpCo Debtors Want 4th Amendment to DIP Pact
TROPICANA ENT: NJ Debtors Want Until March 31 to Decide on Leases
TUPPERWARE BRANDS: Moody's Affirms 'Ba1' Corporate Family Rating

TURNING STONE: Moody's Affirms Corporate Family Rating at 'B1'
UAL CORP: Reports $176 Million 4th Quarter Net Loss
UAL CORP: Provides Financial Projections for 1st Quarter
UAL CORP: ALPA to Pay $44MM to Senior Pilots, Sues Over Payment
US STEEL: $1.7 Bil. Operating Loss Won't Move Moody's 'Ba2' Rating

US STEEL: Fitch Downgrades Issuer Default Rating to 'BB+'
VICKY BARTKO: Case Summary & 20 Largest Unsecured Creditors
WASHINGTON MUTUAL: Trustee Slams Investor's Committee Request
WITSOP-1 LLC: Voluntary Chapter 11 Case Summary
WORLD COLOR: Moody's Says Acquisition by Quad May Fully Repay Debt

WORLD COLOR: S&P Puts 'B+' Rating on CreditWatch Positive

* Bill Aims To Add Bankruptcy Judges Amid Case Crunch
* Municipal Gov't Bankruptcy Warnings to Trigger Fitch Inquiry
* Rohatyn Returns to Lazard as Special Advisor to CEO

* BOOK REVIEW: Financial Planning for High Net Worth Individual



                            *********

1191 WOOD RUN: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 1191 Wood Run, LLC
        190 S. LaSalle Street, Suite 1640
        Chicago, IL 60603

Bankruptcy Case No.: 10-02959

Chapter 11 Petition Date: January 27, 2010

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Debtor's Counsel: Mary E. Olson, Esq.
                  Wildman Harrold Allen & Dixon
                  225 West Wacker Drive, Suite 3000
                  Chicago, IL 60606
                  Tel: (312) -201-2392
                  Email: molson@wildman.com

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

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

A list of the Company's 7 largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/ilnb10-02959.pdf

The petition was signed by Joseph J. Hennessy.


ADVANTA CORP: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Advanta Corp. and certain of its subsidiaries on January 25, 2010,
filed their schedules of assets and liabilities with the U.S.
Bankruptcy Court for the District of Delaware, disclosing:

                                          Assets      Liabilities
                                       ------------   -----------
A. Advanta Corp.                       $294,995,351  $226,565,459
B. Advanta Credit Card Receivables     $185,721,781   $40,405,950
C. Advanta Finance Corp.                $44,473,181      $964,985
D. Advanta Business Services Corp.       $5,398,834        $6,200
E. Advanta Shared Services Corp.         $4,216,374    $6,711,934
F. Advanta Investment Corp.                $716,625   $19,565,660
G. Advanta Service Corp.                   $207,768   $27,438,196
H. BizEquity Corp.                         $112,738    $2,187,077
I. IdeabBlob Corp.                          $87,150   $16,174,249
J. Advanta Auto Finance Corp.               $83,372        $2,516
K. Advanta Business Services Holding        $79,767   $23,710,785
L. Advantennis Corp.                        $61,446   $20,599,783
M. Advanta Mortgage Corp.                   $49,990   $46,357,053
N. Great Expectations Franchise              $4,359            $0
O. Great Expectations International          $1,153            $0
P. Advanta Advertising Inc.                    $990    $2,005,830
Q. Advanta Mortgage Holding Corp.               $90    $7,025,171
R. Advanta Ventures Inc.                        $90          $200
S. Great Expectations Management                 $0            $0

Full-text copies of the Debtors' schedules of assets and
liabilities are available at:

  http://bankrupt.com/misc/advantacorp.schedules.pdf
  http://bankrupt.com/misc/advatacreditcard.schedules.pdf
  http://bankrupt.com/misc/advantafinance.schedules.pdf
  http://bankrupt.com/misc/advantabusiness.schedules.pdf
  http://bankrupt.com/misc/advantashared.schedules.pdf
  http://bankrupt.com/misc/advantainvestment.schedules.pdf
  http://bankrupt.com/misc/advantaservice.schedules.pdf
  http://bankrupt.com/misc/bizequitycorp.schedules.pdf
  http://bankrupt.com/misc/ideablobcorp.schedules.pdf
  http://bankrupt.com/misc/advantaautofinance.schedules.pdf
  http://bankrupt.com/misc/advantaBSholding.pdf
  http://bankrupt.com/misc/advantenniscorp.schedules.pdf
  http://bankrupt.com/misc/advantamortgage.schedules.pdf
  http://bankrupt.com/misc/greatexpectationsfrnc.schedules.pdf
  http://bankrupt.com/misc/greatexpectationsint'l.schedules.pdf
  http://bankrupt.com/misc/advantaadvertising.schedules.pdf
  http://bankrupt.com/misc/advantamortgageholding.pdf
  http://bankrupt.com/misc/advantaventures.schedules.pdf
  http://bankrupt.com/misc/greatexpectationsmgt.schedules.pdf

                       About Advanta Corp.

Advanta Corp. -- http://www.advanta.com/-- has had a 59-year
history of being a leading innovator in the financial services
industry and of providing great value to its stakeholders,
including its senior retail note holders and shareholders, prior
to the recent reversals.  It has also been a major civic and
charitable force in the communities in which it is based,
particularly in the Greater Philadelphia area.

The Federal Deposit Insurance Corporation placed significant
restrictions on the activities of Advanta Corp.'s Advanta Bank
Corp. following financial woes by the banking unit.

As of Sept. 30, 2009, the Company had $2,497,897,000 in assets
against total liabilities of $2,465,936,000 but the figures
included those of the banking units.

On November 8, 2009, Advanta Corp. filed for Chapter 11 (Bankr. D.
Del. Case No. 09-13931).  Attorneys at Weil, Gotshal & Manges LLP,
and Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Alvarez & Marsal serves as financial advisor.  The Garden City
Group, Inc., serves as claims agent.  The filing did not include
Advanta Bank.  The petition says that Advanta Corp.'s assets
totalled $363,000,000 while debts totalled $331,000,000 as of
Sept. 30, 2009.




AGY HOLDING: Dismisses Deloitte & Touche as Accountants
-------------------------------------------------------
Deloitte & Touche LLP on January 15, 2010, informed AGY Holding
Corp., by notice to a Company director, that Deloitte had
concluded that it was not currently independent with respect to
the Company.  The Company understands from Deloitte that this
conclusion by Deloitte was a result of a communication to Deloitte
from Kohlberg Capital Corporation.  Thus, Deloitte's notification
did not relate to any action or activity of the Company.

On January 20, 2010, as a result of Deloitte's conclusion
regarding its independence, the Company dismissed Deloitte as its
registered public accounting firm.  Both the Board of Directors of
the Company and the Board's Audit Committee approved the decision
to dismiss Deloitte.

Deloitte's reports on the Company's financial statements for each
of the fiscal years ended December 31, 2007, and December 31,
2008, did not contain any adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope
or accounting principles.  Furthermore, during the Company's two
most recent fiscal years and the subsequent interim period
preceding the dismissal of Deloitte, there were no disagreements
with Deloitte on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of
Deloitte, would have caused Deloitte to make reference thereto in
connection with its reports on the consolidated financial
statements of the Company for the fiscal year ended December 31,
2007, or the fiscal year ended December 31, 2008.

The Company's Audit Committee and Deloitte have discussed the
matters.  The Company has authorized Deloitte to respond fully to
the inquiries of the Company's successor accountants.

The Company provided Deloitte with a copy of the foregoing
disclosure and requested that Deloitte promptly furnish it with a
letter addressed to the SEC, stating whether it agrees with the
statements made by the Company herein and, if not, stating the
respects in which it does not agree.

The Company expects to engage a new independent registered public
accounting firm promptly.

                         About AGY Holding

Aiken, South Carolina-based AGY Holding Corp. manufactures
advanced glass fibers that are used as reinforcing materials in
numerous diverse, high-value applications, including aircraft
laminates, ballistic armor, pressure vessels, roofing membranes,
insect screening, architectural fabrics, and specialty
electronics.  AGY is focused on serving end-markets that require
glass fibers for applications with demanding performance criteria,
such as the aerospace, defense, construction, electronics,
automotive, and industrial end-markets.

                           *     *     *

As reported by the Troubled Company Reporter on December 28, 2009,
Standard & Poor's Ratings Services lowered its ratings on AGY
Holding Corp., including its corporate credit rating, to 'CCC+'
from 'B'.  "The downgrade follows S&P's ongoing concern on
operating performance, including S&P's expectation for very weak
credit metrics for 2009, weak liquidity relative to interest
payments and operating requirements in 2010, and integration
concerns related to the large $72 million acquisition -- with a
$20 million cash component -- of AGY Hong Kong Ltd.," said
Standard & Poor's credit analyst Paul Kurias.

As of September 30, 2009, the Company had $383,352,000 in total
assets against $295,113,000 in total liabilities, resulting in
stockholders' equity of $76,227,000.

As of September 30, 2009, the company had unrestricted cash
balances of $500,000 and about $20 million available under its
$40 million revolving credit facility maturing in October 2011.


AHERN RENTALS: Moody's Corrects Press Release; Lifts Ratings
------------------------------------------------------------
Moody's Investors Service corrects press release to add words
"(pro forma for the transaction)" in second paragraph, fourth
line, ". . . Ahern's August 2011 asset-based first lien revolver,
which had $268 million drawn . . ."

Moody's substitutes third paragraph with, "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 due to elimination of financial ratio tests, 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 amended credit
facility features no financial ratio tests, but an ongoing minimum
utilization rate test under which headroom is currently adequate.
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 covenant breach has
likely moderated."

Revised release is:

Moody's 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
(pro forma for the transaction) 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 due to elimination of financial ratio
tests, 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 amended credit facility features no financial ratio
tests, but an ongoing minimum utilization rate test under which
headroom is currently adequate.  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 covenant 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.


AMERICAN INT'L: Federal Reserve Officials Had Doubts over Payout
----------------------------------------------------------------
Weeks after rescuing the American International Group with an
$85 billion taxpayer loan in late 2008, Federal Reserve Board
officials rejected a proposal that would have forced the insurer's
trading partners to return $30 billion in cash that they had
received from AIG in the preceding months, ABI reports.

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

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

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


AMERICAN NATURAL ENERGY: Goodman & Company Reports 9.90% Stake
--------------------------------------------------------------
Goodman & Company, Investment Counsel Ltd., disclosed holding
13,105,727 shares or roughly 9.90% undiluted of the common stock
of American Natural Energy Corporation as of December 31, 2009.
Goodman & Company said the 13,105,727 common shares are held
within mutual funds or other client accounts managed by the firm,
acting as Investment Counsel and Portfolio Manager.

                        Going Concern Doubt

At September 30, 2009, the Company had $17,535,216 in total assets
against $8,612,984 in total liabilities, resulting in $8,922,232
in stockholders' equity.  The September 30 balance sheet showed
strained liquidity: The Company had $605,630 in total current
assets against $6,252,784 in total current liabilities.

In its Form 10-Q report filed in November, the Company said it
currently has a severe shortage of working capital and funds to
pay its liabilities.  The Company has no current borrowing
capacity with any lender.  The Company also has a need for
substantial funds to develop its oil and gas properties and repay
borrowings as well as to meet its other current liabilities.

The Company said there is substantial doubt concerning its ability
to meet its obligations as they come due.  The ability of the
Company to continue as a going concern is dependent upon adequate
sources of capital and the Company's ability to sustain positive
results of operations and cash flows sufficient to continue to
explore for and develop its oil and gas reserves and pay its
obligations.

                   About American Natural Energy

American Natural Energy Corporation (TSX Venture: ANR.U) is a
Tulsa, Oklahoma-based independent exploration and production
company with operations in St. Charles Parish, Louisiana.


AMERICAN SAFETY: Moody's Junks Corporate Family Rating From 'B2'
----------------------------------------------------------------
Moody's Investors Service downgraded American Safety Razor
Company's corporate family rating and probability-of-default
rating to Caa1 from B2, the ratings on the first lien senior
secured credit facilities to B3 from B1, and the rating on the
second lien term loan to Caa1 from B3.  The ratings outlook
remains negative.

ASR's financial performance has been weaker than expected,
relative to Moody's expectations, due to lower than expected sales
growth in Europe, continued softness in the industrial business,
and increased promotional activity by branded wet shaving
competitors.  This under-performance heightens Moody's concern
over the company's ability to maintain compliance with financial
maintenance covenants, particularly given step-downs in required
covenant levels.  In Moody's opinion, a covenant breach is highly
likely if ASR is unable to timely secure an amendment or waiver.

The magnitude of the downgrade reflects the concurrent issues of
near-term liquidity and a longer-term view of fundamentals.  In
terms of the latter, Moody's is concerned that ASR's sales and
earnings could be pressured beyond current levels due to
heightened competition, resulting in credit metrics that may not
be consistent with the single-B ratings category.  Despite these
concerns, the rating also considers ASR's meaningful cash balance,
which is likely adequate to support near-term operational
requirements, and ongoing cost reduction activities.

These ratings were downgraded:

* Corporate Family Rating to Caa1 from B2;

* Probability-of-Default Rating to Caa1 from B2;

* $35 million 1st Lien Revolving Credit Facility due 2012 to B3
  (LGD3, 36%) from B1 (LGD3, 36%);

* $217 million 1st Lien Term Loan due 2013 to B3 (LGD3, 36%) from
  B1 (LGD3, 36%);

* $175 million 2nd Lien Term Loan due 2014 to Caa1 (LGD4, 55%)
  from B3 (LGD4, 58%).

The last rating action was on July 17, 2009, when Moody's revised
ASR's ratings outlook to negative from stable.  As part of this
action, Moody's also affirmed ASR's B2 corporate family rating,
the B1 ratings on its first lien senior secured credit facilities,
and the B3 rating on its second lien term loan.

Headquartered in Cedar Knolls, New Jersey, American Safety Razor
Company is a designer, manufacturer and marketer of brand name and
private-label consumer and industrial products.  The company
reported revenues of $333 million for the twelve months ended
October 3, 2009.


ANDREW YOUNGQUIST: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Andrew L. Youngquist
          aka Andrew Lance Youngquist
        1851 Braemar Way
        Newport Beach, CA 92660

Bankruptcy Case No.: 10-10953

Chapter 11 Petition Date: January 27, 2010

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Robert P. Goe, Esq.
                  Goe & Forsythe, LLP
                  18101 Von Karman, Ste 510
                  Irvine, CA 92612
                  Tel: (949) 798-2460
                  Fax: (949) 955-9437
                  Email: kmurphy@goeforlaw.com

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

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

A full-text copy of Mr. Youngquist's petition, including a list of
his 17 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cacb10-10953.pdf

The petition was signed by Mr. Youngquist.


APPLERIDGE RETIREMENT: Separate Class for Tax Creditor Denied
-------------------------------------------------------------
WestLaw reports that a Chapter 11 debtor's separate classification
of the claims related to its payment-in-lieu-of tax (PILOT)
agreement with local taxing authorities violated statutes barring
the classification of dissimilar claims in the same class and
unfair discrimination between classes of claims.  The
classification disenfranchised the debtor's largest creditor,
which properly would control the vote on a reorganization plan.
In addition, the agreement only lasted through two years, such
that the creditor was in effect being prevented from exercising
foreclosure rights which might permit its recovery of
significantly more than the proposed payment of five percent on
its approximately $14,000,000 deficiency claim over time so that
the debtor could save approximately $80,000 in taxes.  Finally,
the debtor did not show that the agreement arrearages should not
be classified as an unsecured claim due to the non-creditor
interests involved.  In re Appleridge Retirement Community, Inc.,
--- B.R. ----, 2010 WL 104684 (Bankr. W.D.N.Y.) (Ninfo, J.).

The Debtor filed its Plan of Reorganization and Disclosure
Statement on March 3, 2009.  Touchstone Asset Management --
holding a $19,017,751.59 claim, of which $14,017,751.59 was
unsecured, and for which it received $360,000 of adequate
protection payments on account its secured claim secured by
collateral valued at $5,000,000 during the chapter 11 proceeding
-- objected to the plan and moved for relief from the automatic
stay.  On April 22, 2009, the United States Trustee challenged the
adequacy of the Debtor's Disclosure Statement and suggested that
the Plan did not comply with the absolute priority rule under 11
U.S.C. Sec. 1129(b)(2)(B).  Touchstone moved for appointment of a
Chapter 11 trustee on May 19, 2009, and raised an additional
objection about the Plan's feasibility on May 27, 2009.  Spirited
pleading continued while the Court adjourned the hearing to
consider the adequacy of the Debtor's Disclosure Statement.  Judge
Ninfo made some rulings on Sept. 16, 2009, took some matters under
advisement, and issued his written ruling on Jan. 12, 2010.

After rejecting the Debtor's proposed separate classification of
the local taxing authorities, the Honorable John C. Ninfo, II,
further ruled that Touchstone had shown cause for relief from the
automatic stay.  The stay terminated on Wed., Jan. 27, 2010,
unless the parties took advantage of this last opportunity to
negotiate a consensual plan, according to Judge Ninfo's Jan. 12
ruling.

Horseheads, N.Y.-based Appleridge Retirement Community, Inc.,
owns apartments.  It sought Chapter 11 bankruptcy protection
(Bankr. W.D.N.Y. Case No. 08-22508) on Sept. 29, 2008.
Stephen A. Donato, Esq., at Bond, Schoeneck & King, PLLC,
represents the company in its restructuring effort.  The
company disclosed assets of $5,535,629 and debts of
$26,767,620 at the time of the chapter 11 filing.


APPLETON PAPERS: Plans to Offer $300 Million Secured Notes
----------------------------------------------------------
Appleton Papers Inc. said it intends to offer $300 million in
aggregate principal amount of Senior Secured Notes due 2015 in a
private offering to "qualified institutional buyers" as defined in
Rule 144A under the Securities Act of 1933, as amended and outside
the United States in reliance on Regulation S under the Securities
Act.

The notes will be senior secured obligations of Appleton, secured
by a first priority lien on certain of the property and assets of
Appleton subject to various exceptions and permitted liens.  The
notes will be guaranteed by Paperweight Development Corp. and
certain of Appleton's existing and future subsidiaries.  The
proceeds from the offering, together with borrowings under
Appleton's new revolving credit facility, will be used to repay
amounts outstanding under Appleton's existing credit facilities
and to pay related fees and expenses.

The notes have not been and will not be registered under the
Securities Act or any state securities laws, may not be offered or
sold in the United States absent registration or an applicable
exemption from registration requirements, and will therefore be
subject to substantial restrictions on transfer.

The company said that this is neither an offer to sell nor
the solicitation of an offer to buy any security and shall not
constitute an offer, solicitation or sale of any security in any
jurisdiction in which such offer, solicitation or sale would be
unlawful.

                        About Appleton Papers

Appleton Papers Inc. -- http://www.appletonideas.com/--
headquartered in Appleton, Wisconsin, produces carbonless,
thermal, security and performance packaging products.  Appleton
has manufacturing operations in Wisconsin, Ohio, Pennsylvania, and
Massachusetts, employs approximately 2,200 people and is 100%
employee-owned.

As of October 4, 2009, Appleton had $830.1 million in total assets
against total current liabilities of $151.1 million, long-term
debt of $558.9 million, postretirement benefits other than pension
of $45.7 million, accrued pension of $102.7 million, environmental
liability of $38.1 million, other long-term liabilities of
$9.8 million, redeemable common stock of $133.6 million,
accumulated deficit of $114.1 million, and accumulated other
comprehensive loss of $95.9 million.

                            *    *    *

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


ASARCO LLC: Assails Sterlite Plan to Cash In On Losing Bid
----------------------------------------------------------
Law360 reports that Asarco LLC is up in arms over a move by failed
suitor Sterlite Inc. to recover at least $50 million spent during
an aborted bid for the then-bankrupt mining company, claiming that
Sterlite is playing a game of "heads I win, tails you lose."

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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


ASPEN LAND: Disputes Alpine Bank's Case Dismissal Request
---------------------------------------------------------
Carolyn Sackariason at The Aspen Times reports that Aspen Land
Fund II LLC said in its response to Alpine Bank's case dismissal
plea that its property will have significantly higher value if
it's able to obtain necessary entitlements to develop a hotel in
contract to what the bank has claimed.

The bank, according to the report, claims that the property, which
is being used as collateral for the Company's $22.5 million
promissory note, is losing value and foreclosure proceedings
should resume.

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

As reported by the Troubled Company Reporter on Jan. 25, 2010,
Alpine Bank asked the Bankruptcy Court to order the dismissal of
the case.  The bank stated that the dismissal of the Chapter 11
case is necessary because:

   -- there is no likelihood of rehabilitation; and

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

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


AUTOLIV INC: To Acquire Delphi Passive Safety Operations in Asia
----------------------------------------------------------------
Autoliv Inc. has agreed to acquire substantially all of Delphi's
Occupant Protection Systems (OPS) operations in Korea and China.
These operations are expected to generate approximately
US$250 million of annualized sales in 2010.

Under the terms of the Asian agreement, Autoliv will acquire
substantially all of Delphi OPS operations in Korea and China.
The transaction includes intellectual property, physical assets
and a highly skilled workforce of approximately 600 associates in
Korea and China.  Existing customers include Hyundai, Kia, Chery
and Tata.

In the fourth quarter 2009, Autoliv separately acquired assets
related to Delphi's OPS operations in Europe and North America.
These transactions are expected to add approximately
US$150 million to Autoliv sales during 2010.

"We are very satisfied to have now finalized agreements to acquire
virtually all of Delphi OPS operations worldwide," stated Jan
Carlson, President and CEO of Autoliv.  "This most recent
agreement further improves our already strong market position in
Korea and China and reinforces our growth strategy for Asia,"
added Carlson.

The Asian transaction is expected to close by March 31, 2010,
subject to regulatory approvals and customary closing conditions.

                        About Autoliv Inc.

Autoliv Inc. develops and manufactures automotive safety systems
for all major automotive manufacturers in the world.  Together
with its joint ventures, Autoliv has 80 facilities with
approximately 34,000 employees in 28 vehicle-producing countries.
In addition, the Company has technical centers in eleven countries
around the world, with 21 test tracks, more than any other
automotive safety supplier. Sales in 2008 amounted to
US$6.5 billion. The Company's shares are listed on the New York
Stock Exchange and its Swedish Depository Receipts on the OMX
Nordic Exchange in Stockholm.

                           *     *     *

As reported in the Troubled Company Reporter-Europe on
November 30, 2009, Standard & Poor's Ratings Services raised the
junior subordinated debt rating on Autoliv's US$165 million equity
units hybrid to 'BB+' from 'BB'.


BERNARD MADOFF: Trustee Has $220-Mil. Settlement With Levy Estate
-----------------------------------------------------------------
Irving H. Picard, the SIPA Trustee for the liquidation of the
substantively consolidated estates of Bernard L. Madoff Investment
Securities LLC and Bernard L. Madoff, announced that he has
entered into an agreement with Jeanne Levy-Church and Francis N.
Levy to resolve claims that BLMIS has against members of the Levy
family and certain related entities.

Under the agreement, the Levys will pay the Trustee $220 million,
the amount demanded by the Trustee, to resolve such claims.  This
settlement was reached without the need for the Trustee to
commence litigation against the Levys since the Levys voluntarily
came forward and approached the Trustee about the matter.  With
this settlement, the Trustee has collected an amount approaching
$1.5 billion for the benefit of the victims of Madoff's fraud.
The Trustee was represented by his firm, Baker Hostetler, and the
Levys were represented by Munger Tolles & Olson.

"I am very pleased that the Levys came to us to discuss the claims
that BLMIS has against them and that they agreed to return to
BLMIS $220 million, the amount we requested, for the benefit of
the victims of Madoff's fraud.  The Levys have acted honorably and
are to be commended.  We hope that others will follow their
example," said Mr. Picard.

The settlement is subject to Bankruptcy Court approval.  The Court
will hold a hearing on the settlement on February 18, 2010.

                           *     *     *

Mr. Madoff and the late real-estate tycoon Norman Levy were close
friends, Amir Efrati at The Wall Street Journal says, citing
people familiar with their relationship.  The Journal relates Mr.
Levy, who died in 2005, designated Mr. Madoff as an executor of
his estate, according to the trustee's settlement agreement, filed
in Court.  Mr. Levy had invested with Mr. Madoff since the 1970s.

The Journal reports that Mr. Levy, his family members and his
charitable organization withdrew about $305 million from his
Madoff investment accounts during the six years prior to Mr.
Madoff's December 2008 arrest for running a multibillion-dollar
Ponzi scheme.  Mr. Picard sought to recover from his family the
$220 million that was withdrawn from his Madoff accounts but
wasn't used for charitable purposes by the Betty & Norman F. Levy
Foundation, according to the settlement agreement.

The report continues that upon Mr. Levy's death, Mr. Madoff,
acting as executor, transferred $325 million from Mr. Levy's
estate to what he said was a new account at the Madoff firm,
according to Cary Lerman, Esq., a lawyer for the Levy family.  As
a result, he says, "Norman Levy and his estate were victims of the
Madoff fraud and were 'net losers,' meaning they contributed more
to Madoff's accounts than they took out."

If approved, the Journal says, it would mean that about $1.5
billion has so far been recovered for the benefit of the victims,
who collectively lost more than $20 billion.

The Journal also reports that a lawyer for Mr. Madoff's brother,
Peter, acknowledged in a court filing in a civil matter that his
client was the "subject" of a criminal probe by federal
prosecutors from the U.S. attorney's office in Manhattan, a status
previously reported by The Wall Street Journal and other media
outlets.

                   About Bernard L. Madoff

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

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

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

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

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

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


BIOJECT MEDICAL: Deregisters Rights to Acquire Series R Preferreds
------------------------------------------------------------------
Bioject Medical Technologies Inc. filed a Form 15 with the
Securities and Exchange Commission to terminate the registration
of the Company's Rights to Acquire Series R Participating
Preferred Stock.  As of January 22, 2010, no entity holds the
Rights.

Bioject Medical entered into a Fifth Amendment to Rights
Agreement, dated as of January 8, 2010, with the American Stock
Transfer & Trust Company, LLC, amending the Rights Agreement,
dated as of July 1, 2002, between the Company and the Rights
Agent, as amended.  The amendment changed the expiration date of
the rights issued under the Rights Agreement to January 10, 2010.
The amendment was required pursuant to the Series G Convertible
Preferred Stock Purchase Agreement, dated December 18, 2009,
between the Company and the purchasers identified therein.

                         Equity Financing

Bioject Medical on December 18, 2009, completed a Series G
Preferred Stock financing with each of Life Sciences Opportunities
Fund II, L.P., Life Sciences Opportunities Fund (Institutional)
II, L.P., and Edward Flynn for the purchase of an aggregate of
92,448 shares of its Series G Convertible Preferred Stock at a
price of $13.00 per share.  Gross proceeds from the sale were
$1,201,834, payable by payment of $500,000 in cash and the
cancellation of the $600,000 outstanding principal amount of and
$101,834 accrued interest through December 18, 2009 on those two
Convertible Subordinated Promissory Notes, dated as of December 5,
2007, issued by the Company to LOF.  Each share of Series G
Preferred Stock is convertible into 100 shares of common stock.

A condition of the financing was that the Company's Board of
Directors be reduced to six members, two of whom to be designated
by LOF.  Accordingly, effective at the closing of the financing
Joseph Bohan, Randal Chase, John Ruedy and Brigid Makes resigned
from the Board of Directors and Al Hansen and Mark Logomasini were
appointed as directors.  Messrs. Hansen and Logomasini joined
remaining directors David Tierney, Ed Flynn, Jerry Cobbs and Ralph
Makar.

                       About Bioject Medical

Bioject Medical Technologies Inc. (OTCBB: BJCT) --
http://www.bioject.com/-- based in Portland, Oregon, is an
innovative developer and manufacturer of needle-free injection
therapy systems.  The Company is focused on developing mutually
beneficial agreements with leading pharmaceutical, biotechnology,
and veterinary companies.

At September 30, 2009, the Company had $4,906,129 in total assets
against total current liabilities of $2,727,421, deferred revenue
of $1,276,879 and other long-term liabilities of $375,314.  At
September 30, the Company accumulated deficit of $121,793,922 and
stockholders' equity of $526,515.  The September 30 balance sheet
also showed strained liquidity: The Company had $2,393,297 in
total current assets against $2,727,421 in total current
liabilities.

Due to the Company's limited amount of additional committed
capital, recurring losses, negative cash flows and accumulated
deficit, the report of the Company's independent registered public
accounting firm for the year ended December 31, 2008, expressed
substantial doubt about the Company's ability to continue as a
going concern.


BRUNDAGE-BONE: Secured Creditors Want Ch. 11 Trustee, Examiner
--------------------------------------------------------------
Wells Fargo Bank, N.A. (WF Bank), Wells Fargo Equipment Finance,
Inc. (WFEFI) and Wachovia Financial Services, Inc. aka First Union
Commercial Corporation (Wachovia) -- holders of secured claims in
excess of $139 million -- have asked the U.S. Bankruptcy Court for
the District of Colorado to appoint a Chapter 11 trustee and an
examiner in Brundage-Bone Concrete Pumping, Inc.'s bankruptcy
cases.

Wells Fargo claims that the conflicted and self interested the
Debtor's board has caused the Debtors to pursue a restructuring
plan with Aurora Resurgence that places the insiders' interests
ahead of the substantial interests of the Debtors creditors by
locking in directors on the board unless and until the personal
guaranties of Jack Brundage and Dale Bone Sr. are released.

Wells Fargo says that over the past 14 months, the Debtors have
demonstrated a significant inability and unwillingness to
implement the changes necessary to successfully restructure their
business operations despite the significant legal and financial
concessions made by 13 of the Debtor's secured creditors in
carefully synchronized forbearance and standstill agreements and
in spite of the Debtors' engagement at the Lenders' request of
Cloyses Partners.

According to Wells Fargo, the Debtors' current senior management
has repeatedly prepared grossly inaccurate financial projections
requiring significant and ongoing amendments resulting in frequent
cash crises during the Lenders' Forbearance Period, and that the
Debtors have failed to reduce their G&A expenses in line with
their significant and ongoing declining gross revenue (an
estimated 60%+ decline since 2007), falling EBITDA (an estimated
decline of 83% since 2007).  The Debtors, says Wells Fargo, also
has failed to take the necessary major steps of closing
unprofitable locations and abandoning unused or underused
equipment.

Contrary to the Debtors' agreement with the Lenders in the various
forbearance agreements to keep the Lenders meaningfully informed
on an ongoing basis of their business plans and negotiations to
restructure and finance the business, the Debtors' management was
neither candid nor forthcoming as to its significant three months
of negotiations concerning a proposed sale plan with the private
equity firm Aurora Resurgence Management LLC.  "The proposed
Aurora plan arising from these exclusive negotiations benefit the
Debtor's former and current management through the: 1) attempted
release of the former owners, Jack Brundage and Dale Bone Sr., on
their significant personal guaranties; 2) the required retention
of the current management; 3) the required retention of equity
interests by the new investor and current management; and
4) either the strip down of Lenders collateral to liquidation
values which are not supportable even in today's depressed market
or the return of the equipment (the Aurora Plan)," Wells Fargo
state.

The Debtors and Aurora have filed a DIP Financing Motion and
several first day motions to rush the Court to approve
transactions that will hopelessly bind the Debtors' estates to the
Aurora Plan or some similar plan to the detriment of these
estates, according to Wells Fargo.

Wells Fargo wants an examiner appointed to:

     1) investigate and report on what DIP Facility terms are in
        the best interests of the Debtors estate;

     2) oversee and negotiate the terms of the use of cash
        collateral and adequate protection for such use;

     3) oversee the preparation of both cash collateral and DIP
        Financing budgets;

     4) oversee the return of the underutilized or unused
        equipment and to negotiate with the Lenders concerning the
        same;

     5) negotiate the terms of an interim DIP Loan agreement with
        Wells Fargo or other lender to cover any cash shortfalls
        pending a final DIP hearing; and

     6) investigate and report to the Court concerning the
        appropriateness of either the appointment of a trustee or
        the termination of the Debtors' exclusivity.

Holland & Hart LLP represents Wells Fargo.

Brundage-Bone Concrete Pumping Inc. and JLS Concrete Pumping Inc.,
claim to be the largest providers of concrete pumping services in
the U.S.  JLS Concrete Pumping 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.

Brundage-Bone and JLS filed for Chapter 11 on Jan. 18, 2010
(Bankr. D. Col. Case No. 10-10758).  According to the schedules,
the Company has assets of $325,708,061, and total debts of
$230,277,103.


BRUNDAGE-BONE: Wants Weiss and Van Scoyk as Special Counsel
-----------------------------------------------------------
Brundage-Bone Concrete Pumping, Inc., has sought authorization
from the U.S. Bankruptcy Court for the District of Colorado to
employ Weiss and Van Scoyk, LLP, as special counsel, nunc pro
tunc to January 18, 2010.

WVS will assist the Debtors and bankruptcy counsel for the
Debtors, and continue to represent the Debtors in connection with
general business matters.

WVS will be paid $185 to $225 per hour for its services.

Ward Van Scoyk, a partner in WVS, assures the Court that the firm
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

Brundage-Bone Concrete Pumping Inc. and JLS Concrete Pumping Inc.,
claim to be the largest providers of concrete pumping services in
the U.S.  JLS Concrete Pumping 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.

Brundage-Bone and JLS filed for Chapter 11 on Jan. 18, 2010
(Bankr. D. Col. Case No. 10-10758).  According to the schedules,
the Company has assets of $325,708,061, and total debts of
$230,277,103.


BURLINGTON COAT: Moody's Affirms 'B3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Burlington Coat Factory
Warehouse Corp.'s ratings including its B3 Corporate Family Rating
and its SGL-3 Speculative Grade Liquidity rating.  The rating
outlook is stable.

The affirmation of Burlington Coat's rating and outlook is in
response to the company's announcement that it completed an
amendment to its asset based revolving credit facility that
extends the expiration date of $600 million of the total facility
to February 2014 from May 2011.

Burlington Coat's ratings and outlook continue to reflect the
company's weak operating performance compared to its off-price and
discount peers, negative comparable store sales trend, high
leverage, and Moody's expectation that credit metrics will not
meaningfully improve over the near term.  Debt/EBITDA for the
latest 12-month period ended November 28, 2009, was 6.1 times.
Positive ratings consideration is given to the more resilient
performance of the off-price retail segment during the economic
downturn.  The ratings also reflect Burlington Coat's adequate
liquidity profile, which was enhanced with the recent amendment.

As part of the amendment to Burlington Coat's asset-based
revolver, the total facility size was reduced to $721 million from
$800 million.  The remaining $121 million that was not extended
will expire on the original expiration date of May 2011.
Separately, Burlington Coat did not to extend the maturity of
$550 million of its $865 million term loan due May 2013.  As a
result, the company did not pursue the offering of its planned
$550 million extended senior secured term loan due May 2015.  The
B3 rating on this issue that was assigned on December 15, 2009
will be withdrawn.

Ratings affirmed and LGD point estimates revised where applicable:

* Corporate Family Rating at B3

* Probability of Default Rating at B3

* $865 million senior secured term loan due May 2013 at B3 (to LGD
  3, 48% from LGD 4, 50%)

* $305 million of senior unsecured guaranteed notes at Caa1 (LGD
  5, 71%)

* Speculative Grade Liquidity rating at SGL-3.

Rating withdrawn:

* $550 million extended senior secured term loan due May 2015 at
  B3 (LGD 4, 50%).

The last rating action on Burlington Coat was on December 14,
2009, when the company's B3 Corporate Family Rating and stable
outlook were affirmed.

Burlington Coat Factory Warehouse Corporation is a nationwide off-
price apparel retailer Annual revenues are approximately
$3.5 billion.


CAROLINA FIRST: S&P Cuts Counterparty Credit Rating to 'B+/B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit rating on Carolina First Bank to 'B+/B' from
'BB+/B'.  At the same time, S&P lowered its preferred stock rating
on parent The South Financial Group Inc. to 'C' from 'B-'.  The
outlook is negative.

"The downgrade reflects S&P's expectations that Carolina First's
asset quality and profitability will remain weak for at least the
next year, more than at similar bank peers," said Standard &
Poor's credit analyst Catherine Mattson.  Moreover, the company's
losses have eaten into its once-comfortable capital levels,
leaving them insufficient, in S&P's view, to absorb potential
further losses during the next several quarters without
replenishment.

The ratings recognize the company's adequate liquidity and funding
profile and management's aggressive actions to address its credit
problems.  However, the company's high concentration of commercial
real estate loans in the southeast, its elevated net charge-offs,
and its pressured profitability outlook continue to outweigh these
positive factors.

The outlook is negative.  S&P sees Carolina First's exposure to
CRE and construction loans as a source of ongoing stress through
2010.  If credit quality continues to weaken more than S&P
currently expects under its stress testing, and profitability and
capital levels suffer accordingly, S&P could lower the rating
further.


CATALYST PAPER: CEO Richard Garneau to Step Down on April 28
------------------------------------------------------------
Catalyst Paper said that Richard Garneau, chief executive officer,
will be leaving the Company on April 28, 2010, following the
annual meeting of shareholders.  Mr. Garneau advised the Board of
Directors today that for personal reasons he will be moving back
to eastern Canada to be closer to his family.

"Mr. Garneau has been relentless in his drive to reduce Catalyst's
costs and improve its profitability," said Michel Desbiens, chair
of Catalyst's Board of directors.  "On behalf of the Board I want
to thank Richard for his contributions and express our regret at
his departure.  However, Richard has advised me that despite the
personal concerns that are ultimately taking him back to Eastern
Canada, he is committed to seeing our recently announced
restructuring through to completion before he leaves."

A search for a successor will begin immediately.

                       About Catalyst Paper

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

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

                             *   *   *

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


CENTRAL GARDEN: S&P Raises Corporate Credit Rating to 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Walnut Creek, California-based Central Garden &
Pet Co. to 'B+' from 'B'.  S&P also raised the secured debt rating
to 'BB-' from 'B+' and the subordinated debt rating to 'B-' from
'CCC+'.  In addition, S&P revised the outlook on the company to
stable from positive.  Approximately $408 million of debt was
outstanding as of Sept. 26, 2009.

"The ratings upgrade reflects the company's improved operating
performance, credit measures, and liquidity," said Standard &
Poor's credit analyst Susan H. Ding.  Increased grain costs, and
soft lawn and garden and aquatic product sales have been the
primary factors behind Central Garden's operating challenges in
the past.

"Although sales declined about 5.3% for the fiscal year ended
September 2009," added Ms. Ding, "operating results improved due
to aggressive internal cost-control measures and the benefit of
some commodity cost contraction." For the fiscal year ended
September 2009, credit metrics improved significantly and are
strong for the rating category.


COLONIAL BANCGROUP: Cleared to Tap Cash Collateral
--------------------------------------------------
ABI reports that Colonial BancGroup Inc. has won court approval to
use cash collateral to fund the costs of its bankruptcy case.

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

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


COOPER-STANDARD: Repays Loans Under DIP Credit Agreement
--------------------------------------------------------
Cooper-Standard Holdings Inc. disclosed in a regulatory filing
with the U.S. Securities and Exchange Commission dated January 6,
2010, that on December 30, 2009, all of the proceeds of the
borrowings under the replacement credit agreement with Deutsche
Bank Trust Company Americas were used to repay the loans under
the August 5, 2009 debtor-in-possession credit agreement, and to
pay related fees and expenses.

As a result of the repayment, all indebtedness under the August 5
DIP credit agreement was discharged; all commitments of the
lenders were terminated; all liens granted to the lenders were
released and discharged; and all obligations of the credit
parties were released and discharged, other than those that by
the terms of the August 5 DIP credit agreement survive
termination, notes Timothy W. Hefferon, CSHI vice-president,
general counsel & secretary.

To recall, CSHI and its affiliates entered into the replacement
credit agreement to obtain as much as $200 million to refinance
the loans they availed under the August 5 DIP credit agreement.
Of this, about $75 million in initial loan will be provided to
Cooper-Standard Automotive Inc. while METZELER Automotive Profile
Systems GmbH and Cooper-Standard Automotive Canada Ltd. will get
$50 million each.

The companies are also authorized to access an additional $25
million standby uncommitted single draw term loan facility under
the replacement credit agreement.

The U.S. Bankruptcy Court for the District of Delaware, which
oversees CSHI's Chapter 11 case, issued final approval of the
replacement credit agreement on December 29, 2009.

                       About Cooper-Standard

Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry.  Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share.  The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.

Cooper-Standard is a privately held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.

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


COOPER-STANDARD: Authorizes Assets Sale to Sanoh for $3.53MM
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Cooper-Standard Holdings Inc. and its affiliated debtors to sell
some of their assets to Sanoh America Inc. for $3.534 million,
"free and clear of liens, claims, encumbrances and other
interests."

In its January 20 sale order, the Court ruled that nothing
contained in any plan of reorganization or liquidation and order
of any kind entered in the Debtors' chapter 11 cases; any
subsequent chapter 7 case into which any chapter 11 case may be
converted; or any related proceeding subsequent to entry of the
sale order will conflict with or derogate from the terms of the
sale order or the asset purchase agreement governing the sale.

Under the asset purchase agreement between Sanoh America and the
Debtors, the assets that will be sold include a real property
situated at 701 E. Lugbill Road, in Archbold, Ohio, where the
Debtors' manufacturing plant is located.  A list of these assets
is available without charge at:

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

The Archbold plant had been closed since March 2009.  All the
Debtors' employees at the plant had either been terminated or
relocated.

                       About Cooper-Standard

Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry.  Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share.  The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.

Cooper-Standard is a privately held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.

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


COOPER-STANDARD: Committee Deadline to Probe Moved to Feb. 15
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware further
extended to February 15, 2010, the deadline for the Official
Committee of Unsecured Creditors to investigate the accuracy of
the Debtors' claims or causes of action against the pre-
bankruptcy secured lenders and Deutsche Bank Trust Company
Americas, the administrative agent under the December 23, 2004
Credit Agreement.

Under the Court's final order approving the Debtors' $200 million
debtor-in-possession financing, the original deadline for the
Creditors Committee to investigate the accuracy of the claims and
causes of action was November 12, 2009.  The deadline was
eventually moved to December 14, 2009, then to January 14, 2010,
by the Court upon requests.

                       About Cooper-Standard

Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry.  Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share.  The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.

Cooper-Standard is a privately held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.

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


CORUS ENTERTAINMENT: S&P Assigns 'BB' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB' long-
term corporate credit rating to Toronto-based Corus Entertainment
Inc.  The outlook is stable.

"The rating on Corus reflects what S&P views as the company's
significant financial risk profile and challenging industry
fundamentals, including the cyclical nature of the media industry,
particularly for advertising and content, and competitive
operating environment," said Standard & Poor's credit analyst Lori
Harris.

These factors are partially offset, in S&P's opinion, by the
strong market position of Corus' core specialty television and
radio businesses and by the revenue diversity these assets
provide.  The rating also reflects positive advertising growth
dynamics for the specialty television industry and the favorable
Canadian broadcasting regulatory regime, which limits competition.

Corus' business comprises two operating divisions:

* Television (68% of total revenue for the first quarter ended
  Nov. 30, 2009): The company is a leading specialty and pay
  television broadcaster with a controlling interest in 19
  channels.  Corus also owns content through its wholly owned
  subsidiary, Nelvana Ltd., one of the world's largest producers
  and distributors of children's animated programming and related
  consumer products.

* Radio (32%): Corus is a leading Canadian radio operator in terms
  of revenue and audience reach, with 52 radio stations in nine of
  the 10 largest markets.

The stable outlook on Corus reflects Standard & Poor's expectation
that the company will retain strong market positions in its core
businesses and will pursue a financial policy and growth strategy
in line with the rating.  S&P could raise the rating on Corus in
the medium term if its credit ratios strengthen on a sustainable
basis.  On the other hand, S&P could lower the rating if the
company fails to maintain its solid market position, positive free
cash flow, and credit ratios in line with S&P's expectations.


COYOTES HOCKEY: Ruling on Tax Break Won't Affect Lease Deal
-----------------------------------------------------------
Mike Sunnucks at Phoenix Business Journal relates the City of
Glendale said the ruling of the Supreme Court on a $97 million tax
break for Klutznick Co. will not affect a lease deal with Ice Edge
Holdings and Phoenix Coyotes.

Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes
Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of
the Phoenix Coyotes National Hockey League team -- filed for
Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on
May 5, 2009.  The Debtors are represented by Thomas J. Salerno,
Esq., at Squire, Sanders & Dempsey, LLP, in Phoenix, and estimate
their assets and liabilities are between $100 million and
$500 million.

In November 2009, Judge Redfield T. Baum approved the sale of the
Phoenix Coyotes to the National Hockey League, which had bought
the team to quash a plan by bidder Jim Balsillie's to move the
team to Ontario, Canada.  Coyotes was sent to Chapter 11 to
effectuate a sale by owner Jerry Moyes to Mr. Balsillie.

The city of Glendale, Ariz., is seeking to convert the Coyotes'
Chapter 11 case to a Chapter 7, echoing the Debtors and unsecured
creditors' belief that the city is trying to wriggle out of having
its bankruptcy claim estimated.  The team's former owners have
filed a Chapter 11 plan of liquidation, to rebuff the Chapter 7
conversion bid.


CROSSTEX ENERGY: Moody's Assigns 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned Crosstex Energy, L.P., a B2
Corporate Family Rating, B2 Probability of Default Rating, a
Speculative Grade Liquidity -- 3 rating, and a B3 (LGD 4, 69%)
rating to the company's proposed $700 million guaranteed senior
unsecured notes.  The proceeds from the notes offering, in
addition to borrowings under a new revolving credit facility (not
rated) with a facility size of approximately $450 million, will be
used to repay drawings under the company's existing bank credit
facility and all outstanding senior secured notes.  The rating
outlook is stable.

Crosstex's B2 Corporate Family Rating is supported by the
relatively high proportion of its gross margin that is considered
non-commodity based (representing approximately 79% of its pro
forma gross margin), and management's more conservative business
strategy, with a modest capital spending program in 2010 that is
expected to be financed from internally generated cash flows.  As
a result of the company's asset sale program, Crosstex is a
smaller and less diversified company than before.  However, it
continues to maintain a substantial market position in the Barnett
Shale in North Texas and has one of the largest intrastate natural
gas pipelines in Louisiana, its LIG system.

The rating is restrained by high financial leverage levels, which
despite a significant debt reduction program, remain elevated at
over 5.5x debt/EBITDA (as adjusted for operating leases and 50%
equity credit for its convertible preferred units).  In addition,
Crosstex has a high level of exposure to the Barnett Shale, and
faces volume and price risk in gathering and processing natural
gas, particularly given Moody's view of a highly uncertain natural
gas price outlook.  The ratings also consider management's prior
history of more aggressive financial policies and still fairly
limited track record under its current, more conservative business
strategy.  Risks inherent to the MLP business model remain, with
uncertainties in regards to the reinstatement of distributions,
retail equity market access and growth over the medium term.

Since its IPO in 2002 to late 2008, Crosstex's business strategy
was characterized by an aggressive growth profile, with high
multiples paid for acquisitions, as fairly common in the MLP
space, elevated capital spending levels, high distribution growth
rates and funding falling short of management's 50% equity
financing target.  As such, entering into cyclically weak 2009,
the company was highly leveraged and facing bank covenant
compliance issues.  In the fourth quarter of 2008, management
changed its business strategy to focus on improving liquidity,
maintaining financial flexibility and enhancing profitability.
Since then, the company has reduced its distribution, sold over
$600 million in assets, with the proceeds primarily used to repay
debt, decreased its capital spending program, lowered its cost
structure and amended its bank credit facility.

As typical of the MLP business model, Moody's expect that Crosstex
will continue to grow through acquisitions, pursue organic growth
projects and look to expand into new geographic areas, exposing
investors to event, integration and financing risks.  In addition,
Moody's expect the company will resume distributions over the
near-term.  Management has targeted not reinstating distributions
before achieving debt/EBITDA of 4.5x (unadjusted) and expects to
manage to a distribution coverage ratio that would enable
maintaining lower leverage levels.

While Crosstex has a favorable position in the Barnett Shale,
supported by its long-term contracts with several producers and
the long-lived nature of the reserves, the play is highly price
sensitive and faced volume declines in 2009 as a result of low
natural gas prices.  Given the uncertain natural gas price
outlook, Moody's remain cautious over near-term volume growth.
Moody's note that Crosstex experienced relatively flat volumes in
the Barnett during 2009, as the company does benefit from a fair
amount of minimum volume commitments in a number of its contracts
with producers.

In Louisiana, the company has experienced rising throughput
volumes on the northern part of its LIG system.  The volume
increases have been driven by increased drilling activity in the
emerging Haynesville Shale and have helped to offset modest
declines in volumes on its system in southern Louisiana, which
have faced some pressure as natural gas basis differentials have
narrowed.  Crosstex added 135 MMcf/d of incremental capacity to
its northern LIG system in 2009, all of which was supported by
long-term firm transportation agreements.  However, Moody's note
that these agreements are for the most part with producers with
non-investment grade ratings.

Crosstex's SGL-3 rating reflects Moody's expectation that the
company will maintain adequate liquidity in 2010, primarily
reflecting expected good availability under its new revolving
credit facility, modest capital expenditures and anticipated
satisfactory covenant compliance headroom.  The SGL-3 also
reflects the company's recent issuance of $125 million of
convertible preferred units.  Crosstex's liquidity profile is
constrained by weak sources of alternate liquidity, its MLP
structure and constrained access to retail equity investors due to
its current lack of distributions.

Crosstex's ratings could face upward pressure if the company
continues to demonstrate a track record of improving its financial
leverage metrics (debt/EBITDA approaching 4.5x, as adjusted) and
conservatively managing its distribution policies and capital
spending program.  On the other hand, the company's could be
downgraded as a result of weaker than expected operating
performance, weak liquidity or poor internal controls.

Crosstex Energy, L.P., headquartered in Dallas, Texas, is a
publicly traded master limited partnership engaged in the
gathering, processing, transmission and marketing of natural gas
and natural gas liquids.


DANA HOLDING: To Consolidate Heavy Vehicle Operations
-----------------------------------------------------
Dana Holding Corporation will consolidate its Heavy Vehicle
Products operations in Kalamazoo, Mich., and Statesville, N.C.,
into two locations in the Toledo, Ohio, area and a yet-to-be-
determined location in Greater Detroit.

"This move will enable Dana to better align its engineering and
functional support resources, providing important operating and
cost efficiencies," said Dana Heavy Vehicle Products Group
President Mark Wallace.  "The proximity to our existing operations
in Maumee and southeastern Michigan will also promote enhanced
technology sharing across our businesses, which will ultimately
benefit our customers."

Approximately 150 employees are currently located at the Kalamazoo
Heavy Vehicle Products division office, which opened in 1999 and
also includes an engineering and technology center.  The
Statesville facility employs approximately 25 people, primarily in
sales and engineering functions.  Both original locations are
expected to substantially close by the end of this year.

A portion of the impacted employees will relocate to a facility
that Dana is securing in the Toledo, Ohio, area and others will
locate within the company's Maumee-based Corporate Offices and
Technology Center.  Some employees will also relocate to the
Detroit area.  As part of the consolidation, an undetermined
number of existing Heavy Vehicle Products positions will be
eliminated.

                        About Dana Holding

Based in Maumee, Ohio, Dana Holding Corporation (NYSE: DAN) --
http://www.dana.com/-- is a world leader in the supply of axles;
driveshafts; and structural, sealing, and thermal-management
products; as well as genuine service parts.  The company's
customer base includes virtually every major vehicle manufacturer
in the global automotive, commercial vehicle, and off-highway
markets.  The Company employs roughly 23,000 people in 26
countries and reported 2008 sales of $8.1 billion.

At September 30, 2009, Dana had $5.26 billion in total assets
against $2.99 billion in total liabilities.  At September 30,
2009, cash balances had increased to $814 million, compared to
$553 million at June 30, 2009.  Total available liquidity rose by
39% to $920 million, while net debt was reduced to $182 million, a
67% decrease from the second quarter.

                         *     *     *

As reported by the Troubled Company Reporter on November 27, 2009,
Moody's Investors Service affirmed these ratings for Dana:
Corporate Family at Caa2, Probability of Default at Caa1, senior
secured asset based revolving credit facility at B3 and senior
secured term loan at Caa1.  The Speculative Grade Liquidity Rating
was also affirmed at SGL-3.

The TCR said December 7, 2009, Standard & Poor's Ratings Services
raised its corporate credit rating on Dana to 'B' from 'B-'.


DELTA AIR: Former Worker Appeals Subordination of ERISA Claim
-------------------------------------------------------------
Law360 reports that a former Delta Air Lines Inc. employee has
challenged a bankruptcy judge's decision to subordinate a
$100 million class claim against the airline, contending that
claims related to the alleged mismanagement of Delta's retirement
savings plan deserve priority treatment.

With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- became the world's largest airline
following merger with Northwest Airlines in 2008.  From its hubs
in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul,
New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year.   The merger closed on
October 29, 2008.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

Delta Air Lines has $44,480,000,000 in assets against total debts
of $43,500,000,000 in debts as of June 30, 2009.

Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's.


DELTA AIR: Reports $1.2 Billion Net Loss for 2009
-------------------------------------------------
Delta Air Lines (NYSE: DAL) reported on January 26, 2010,
financial results for the December quarter and full year 2009.
Delta Chief Executive Officer Richard Anderson, President Ed
Bastian and Chief Financial Officer Hank Halter led the
conference call that discussed the Company's financial results.

Key points include:

  * Delta's net loss excluding special items for the December
    2009 quarter was $225 million, or $0.27 per share.  This
    result is $285 million better than the prior year quarter on
    a combined basis excluding special items.

  * Delta's net loss was $25 million, or $0.03 per share, for
    the December 2009 quarter.

  * Delta's net loss for 2009 was $1.2 billion, including $169
    million in special items.  Excluding special items and $1.4
    billion of fuel hedge losses, Delta's net profit for 2009
    was $291 million.

  * Delta ended 2009 with $5.4 billion in unrestricted
    liquidity, a $400 million increase year over year.

  * Delta continued its successful integration of Northwest
    Airlines and received approval from the Federal Aviation
    Administration for a single operating certificate at
    year-end.

"2009 was a difficult year by any measure and my thanks go out to
the Delta people for their hard work through this challenging
time," Mr. Anderson said.  "As a result of the strategic pieces
we put in place in 2009 and the strong momentum of our merger
integration, Delta is now positioned to capitalize on the
economic recovery under way and expects to generate positive RASM
improvements each month of this year."

                     Revenue Environment

Delta's operating revenue on a Generally Accepted Accounting
Principles basis grew 1% to $6.8 billion in the December 2009
quarter compared to the prior year period as a result of its
merger with Northwest.  On a combined basis, total operating
revenue declined nearly $1 billion, or 12%, and total unit
revenue (RASM) declined 5% in the December 2009 quarter compared
to the 2008 quarter.

(in millions)     4Q09     4Q08   Incr     4Q09      4Q08  Incr
                  GAAP     GAAP  (Decr)    GAAP  Combined (Decr)
                  ----     ----   ----     ----  --------  ----
Passenger       $5,779   $5,735     1%   $5,779    $6,657  (13)%
Cargo              253      230    10%      253       285  (11)%
Other, net         773      748     3%      773       826   (6)%

Total
Operating
Revenue         $6,805   $6,713     1%   $6,805   $7,768   (12)%

On a combined basis:

  * Total operating revenue declined 12% in the December 2009
    quarter versus the prior year quarter due to the global
    economic recession.

  * Passenger revenue decreased 13%, or $878 million, compared
    to the prior year period on an 8% capacity reduction.
    Passenger unit revenue (PRASM) declined 5%, driven by a 7%
    decline in yield and a 1 point improvement in load factor.

  * Cargo revenue declined 11%, or $32 million, reflecting lower
    yields.  Freighter capacity was 19% lower year over year due
    to Delta's decision to end all dedicated freighter flying by
    the end of 2009.

  * Other, net revenue declined 6%, or $53 million, primarily
    due to declines in administrative service charges which were
    partially offset by increased baggage fees.

Comparisons of revenue-related statistics include:

                                     Increase (Decrease)
                             4Q09 (GAAP) versus 4Q08 (Combined)
                            ------------------------------------
Passenger      4Q09 ($M)    Change     Unit
Revenue          GAAP        YOY     Revenue    Yield   Capacity
---------      --------    -------   -------    -----   --------
Domestic         $2,670     (12.7)%    (8.0)%   (6.6)%    (5.1)%
Atlantic          1,014     (19.7)%      0.2%   (7.2)%    19.8)%
Latin America       294      (5.4)%    (8.4)%  (11.8)%      3.6%
Pacific             491     (22.9)%   (14.6)%  (14.4)%    (9.8)%
                -------
Total mainline    4,469     (15.2)%    (6.6)%   (7.8)%    (9.2)%
Regional          1,310      (5.6)%    (3.7)%   (5.4)%    (2.0)%
                -------
Consolidated     $5,779     (13.2)%    (5.4)%   (6.6)%    (8.2)%

"Our revenue performance this quarter showed indications of
economic recovery with increased corporate travel demand, strong
load factors and sequential RASM improvement each month," Mr.
Bastian noted.  "With initiatives in place to broaden our network
through new alliances, invest $1 billion in our fleet and product
and reallocate our global fleet under our single operating
certificate, we have built the foundation for further RASM
improvement this year."

                       Cost Performance

In the December 2009 quarter, Delta's operating expense on a GAAP
basis decreased approximately $1 billion year over year primarily
due to lower restructuring and merger-related items.  Excluding
special items, operating expense decreased $1.2 billion due to
lower fuel expense, reduced capacity, productivity improvements
and merger benefits in the December 2009 quarter compared to the
prior year period on a combined basis.  These cost reductions
were partially offset by investments in Delta's product,
increased employee wages and higher pension expense.

On a combined basis:

  * Consolidated unit cost, excluding fuel expense and special
    items, increased 7% year over year in the December 2009
    quarter as the pace of capacity reductions exceeded the
    benefits from cost reduction initiatives and merger
    synergies.

  * Non-operating expense excluding special items decreased $55
    million, or 15%, in the December 2009 quarter primarily due
    to lower foreign exchange losses.

"Delta's strong financial foundation and unmatched merger
benefits allowed us to keep our full year unit costs contained
and grow our unrestricted liquidity to $5.4 billion," Mr. Halter
emphasized.  "We are well positioned for 2010 with more than 50%
of our debt maturities already addressed and plans to keep our
non-fuel unit costs flat to 2009."

                Fuel Price and Related Hedges

Delta hedged 40% of its fuel consumption for the December 2009
quarter, for an average fuel price of $2.17 per gallon.  The fuel
hedges Delta had in place as of January 22, 2010, include:

                              1Q10      2Q10      3Q10      4Q10
                              ----      ----      ----      ----
Call options                   23%       17%        6%        3%
Collars                         6%        5%        3%        0%
Swaps                          18%        9%        2%        0%
                               ---       ---       ---       ---
Total                          47%       31%       11%        3%
                               ---       ---       ---       ---

Average crude call strike      $67       $72       $87       $91
Average crude collar cap        75        83        83         -
Average crude collar floor      64        72        73         -
Average crude swap              77        79        80         -

                      Liquidity Position

As of December 31, 2009, Delta had $5.4 billion in unrestricted
liquidity, including $4.7 billion in cash and short-term
investments and $685 million in undrawn revolving credit
facilities.  Operating cash flow during the December 2009 quarter
was negative $75 million, reflecting the pre-tax loss and the
seasonal declines in air traffic liability.

During the quarter, the company completed a total of $1.1 billion
in financing transactions, including $689 million from the 2009-1
EETC offering to refinance 27 aircraft (of which $347 million
remains in escrow), $150 million from the issuance of unsecured
municipal bonds and $250 million in new revolving credit
facilities.  Northwest's $300 million undrawn revolving credit
facility terminated on its scheduled maturity date.  Debt and
capital lease payments for the December 2009 quarter totaled $628
million, which included repaying the original financing for five
aircraft in the 2009-1 EETC.

Capital expenditures during the quarter were approximately $175
million, which included $136 million for investments in aircraft,
parts and modifications.

                      Company Highlights

In 2009, Delta continued to position itself as the world's No. 1
airline, with an ongoing commitment to employees, customers and
communities.  Key accomplishments include:

  * Paying more than $65 million in 2009 in employee Shared
    Rewards for achieving operational performance goals;

  * Achieving more than $700 million in synergy benefits in 2009
    from its merger with Northwest, with an incremental $600
    million expected in 2010;

  * Receiving final authorization from the Federal Aviation
    Administration for Delta and Northwest to fly under a single
    operating certificate and merging Delta and Northwest into a
    single legal entity;

  * Resolving union representation and seniority integration for
    aircraft maintenance technicians, other Technical Operations
    employee groups, dispatchers and meteorologists and
    scheduling an election for simulator technicians to vote on
    IAM representation;

  * Implementing an expanded trans-Atlantic alliance with Air
    France-KLM, which will result in more flight choices,
    frequencies, convenient flight schedules, competitive fares
    and harmonized services for customers;

  * Completing the integration and re-branding of 247 airport
    facilities worldwide;

  * Improving the quality and consistency of Delta's product by
    painting more than 300 pre-merger Northwest aircraft in the
    Delta livery, installing Wi-Fi on more than 346 aircraft,
    refurbishing the interiors of approximately 90 percent of
    the pre-merger Northwest mainline fleet and harmonizing
    onboard products and services worldwide;

  * Announcing plans to invest $1 billion through mid-2013 to
    enhance the customer experience and improve fleet efficiency
    with installation of flat-bed BusinessElite seats, expanded
    in-flight entertainment, additional First Class service on
    regional jets and new Sky Club lounges;

  * Creating the world's largest airline loyalty program by
    merging the Northwest WorldPerks program into Delta SkyMiles
    and announcing the 2010 SkyMiles Medallion program offering
    frequent flyers new, industry-leading benefits, including a
    Diamond level status and rollover Medallion Qualification
    Miles;

  * Reaching a definitive agreement with US Airways to exchange
    slots and airport facilities at New York's LaGuardia and
    Washington's Reagan National airports, subject to regulatory
    approval, which will enable Delta to serve an additional two
    million customers at LaGuardia annually without added
    congestion;

  * Partnering with the City of Atlanta to reach an agreement to
    extend Delta's lease at Hartsfield-Jackson Atlanta
    International Airport through 2017 to maintain the airport's
    position as the leading airport in the world;

  * Receiving recognition for industry-leading products and
    services, including "Best Frequent Flyer Program," "Best
    Airline Web Site" and "Best Airport Lounge" from Business
    Traveler magazine and receiving the "Extra Mile Award" from
    Budget Travel magazine for the re-launch of Delta's Red Coat
    program; and

  * Contributing cash and in-kind donations to charities around
    the globe, including sponsoring Habitat for Humanity builds
    in six U.S. cities and Thailand, partnering with the
    American Red Cross for Haiti relief and continuing a long-
    standing partnership with the Breast Cancer Research
    Foundation.

                       Special Items

Delta recorded special items totaling a net $200 million credit
in the December 2009 quarter, including:

   * $121 million in merger-related expenses; and

   * a $321 million non-cash tax benefit related to the impact
     of fuel hedges in other comprehensive income.

Delta recorded special items totaling $1 billion in charges in
the December 2008 quarter, including:

   * $970 million in merger-related items;

   * a $20 million write-down in the value of auction rate
     securities; and

   * an $18 million charge related to facilities closure.

              March 2010 Quarter Guidance

Delta's projections for the March 2010 quarter are:


                                    1Q 2010 Forecast
                                    ----------------

   Fuel price, including taxes
    and hedges                                  $2.22
   Operating margin                     Breakeven
   Capital expenditures                  $400 million
   Total liquidity as of Mar. 31,
    2010                                 $5.6 billion

                                    1Q 2010 Forecast
                                     (compared to 1Q
                                          2009)
                                   -----------------

   Consolidated unit costs,
    excluding fuel expense              Flat to up 2%
   Mainline unit costs,
    excluding fuel expense              Flat to up 2%

   System capacity                       Down 3 - 5 %
        Domestic                         Down 1 - 3 %
        International                    Down 5 - 7 %

   Mainline capacity                     Down 3 - 5 %
        Domestic                         Down 2 - 4 %
        International                    Down 5 - 7 %

Delta's conference call on the Fourth Quarter 2009 Financial
Results can be accessed at http://ResearchArchives.com/t/s?3a2c.
A replay will be available at the same site until March 1, 2010.

                     DELTA AIR LINES, INC.
                  Selected Balance Sheet Data
                    As of December 31, 2009

Cash and cash equivalents                         $4,607,000,000
Short-term investments                                71,000,000
Restricted cash and cash equivalents
(short-term and long-term)                          444,000,000
                                                ---------------
Total assets                                     $43,581,000,000
                                                ===============

Total debt and capital leases, including
current maturities                               17,198,000,000
                                                ---------------
Total stockholders' equity                           274,000,000
                                                ===============



                    DELTA AIR LINES, INC.
        Unaudited Consolidated Statements of Operations
              Three Months Ended December 31, 2009

Consolidated Operating Revenue:
Passenger
  Mainline                                       $4,469,000,000
  Regional Carriers                               1,310,000,000
                                                ---------------
Total Passenger Revenue                            5,779,000,000

Cargo                                              253,000,000
Other, net                                         773,000,000
                                                ---------------
Total Operating Revenue                            6,805,000,000

Operating expenses:
Aircraft fuel and related taxes                  1,706,000,000
Salaries and related costs                       1,687,000,000
Contract carrier arrangements                      941,000,000
Contracted services                                419,000,000
Depreciation and amortization                      384,000,000
Aircraft maintenance materials
  and outside repairs                               284,000,000
Passenger commissions
  and other selling expenses                        336,000,000
Landing fees and other rents                       318,000,000
Passenger service                                  161,000,000
Aircraft rent                                      117,000,000
Restructuring and merger-related items             121,000,000
Other                                              377,000,000
                                                ---------------
Total operating expense                            6,851,000,000
                                                ---------------
Operating loss                                       (46,000,000)

Other (expense) income:
Interest expense                                  (327,000,000)
Interest expense                                     4,000,000
Miscellaneous, net                                  14,000,000
                                                ---------------
Total other expense, net                            (309,000,000)
                                                ---------------
Loss before income taxes                          (355,000,000)
Income tax benefit                                 330,000,000
                                                ---------------
Net Loss                                            ($25,000,000)
                                                ===============

                     DELTA AIR LINES, INC.
          Unaudited Consolidated Statements of Operations
                  Year Ended December 31, 2009

Operating Revenue:
Passenger
  Mainline                                      $18,522,000,000
  Regional Carriers                               5,285,000,000
                                                ---------------
Total Passenger Revenue                           23,807,000,000

Cargo                                              788,000,000
Other, net                                       3,468,000,000
                                                ---------------
Total Operating Revenue                           28,063,000,000

Operating expenses:
Aircraft fuel and related taxes                  7,384,000,000
Salaries and related costs                       6,838,000,000
Contract carrier arrangements                    3,823,000,000
Contracted services                              1,595,000,000
Depreciation and amortization                    1,536,000,000
Aircraft maintenance materials
  and outside repairs                             1,434,000,000
Passenger commissions
  and other selling expenses                      1,405,000,000
Landing fees and other rents                     1,289,000,000
Passenger service                                  638,000,000
Aircraft rent                                      480,000,000
Impairment of goodwill
  and other tangible assets                                   -
Restructuring and merger-related items             407,000,000
Other                                            1,558,000,000
                                                ---------------
Total operating expense                           28,387,000,000
                                                ---------------
Operating loss                                      (324,000,000)

Other (expense) income:
Interest expense                                (1,278,000,000)
Interest expense                                    27,000,000
Loss on extinguishment of debt                     (83,000,000)
Miscellaneous, net                                  77,000,000
                                                ---------------
Total other expense, net                          (1,257,000,000)
                                                ---------------
Loss before income taxes                        (1,581,000,000)
Income tax benefit                                 344,000,000
                                                ---------------
Net Loss                                         ($1,237,000,000)
                                                ===============

                       About Delta Air Lines

With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- became the world's largest airline
following merger with Northwest Airlines in 2008.  From its hubs
in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul,
New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year.   The merger closed on
October 29, 2008.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

Delta Air Lines has $44,853,000,000 in assets against total debts
of $43,953,000,000 in debts as of Sept. 30, 2009.

Delta Air Lines reported a net loss of $1.2 billion for the year
2009.

Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody'


DELTA AIR: Delta, Skyteam Continue Talks, Backs JAL Restructuring
-----------------------------------------------------------------
Depending heavily on international travelers, Delta Air Lines
continues to seek a tie-up with Japan Airlines Corp., The Wall
Street Journal reports, quoting Delta chief executive Richard
Anderson during a conference call on January 26, 2010.

Following JAL's entry into court-led financial restructuring on
January 19, 2010, under the guidance of the Enterprise Turnaround
Initiative Corporation of Japan, Delta also confirmed in an
official statement that it "has been in discussion with JAL in
hopes of forming a strategic SkyTeam partnership that would
provide significant benefits for JAL and all of its
stakeholders."

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

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

MarketWatch, citing The Yomiuri Shimbun, had reported that as of
January 15 Delta has reached an agreement with JAL "on a
comprehensive tie-up that mainly features code-sharing flight
services," noting that both airlines "are likely to officially
sign the deal after it's endorsed by new JAL top management to be
inaugurated after the JAL group applies for the application of
the Corporate Rehabilitation Law."

Delta has been courting JAL to jump from the Oneworld airline
alliance with AMR Corp.'s American Airlines, to SkyTeam, which
members include Aeroflot, Aeromexico, Air France, Alitalia, China
Southern, Czech Airlines, Delta Air Lines, KLM Royal Dutch
Airlines, Korean Air and associate members Air Europa and Kenya
Airways.  As widely reported, Delta and its SkyTeam partners have
offered to give JAL US$1 billion to leave Oneworld, which, in
turn, has counter-offered US$1.4 billion for JAL to stay.

Replacing American as JAL's partner would give Delta an advantage
at JAL's pre-eminent position at Narita Airport in Tokyo --
Asia's prime hub -- where Delta already operates, according to
TheStreet.com.

"We would object vigorously," American Airlines CEO Gerard Arpey
declared on January 21, in response to a possible Delta-JAL tie-
up, reported The Chicago Tribune.

                     Antitrust Immunity

Delta and American are also debating whether U.S. regulators
should approve a joint request, if one were to be filed, by Delta
and JAL for antitrust immunity across the Pacific, TheStreet.com
reports.

If JAL decides on an alliance with either airline, it will need
to file with U.S. authorities for antitrust immunity, according
to TheStreet.com.

American's Mr. Arpey had said that an approval of the Delta-JAL
request "would make an absolute farce of the Open Skies process."
In a prepared statement, the U.S. Transportation Department has
stated that "it is a long-standing, and widely understood, policy
of the [D]epartment to decide every antitrust immunity
application on its own individual merits.  Moreover, the U.S.
government never makes commitments to foreign governments about
the outcome of any pending or potential proceeding."

As of January 26, 2010, the DOT has informed Japan that it has
yet to decide on whether to grant antitrust immunity to a
potential alliance between Japan Airlines Corp, and an American
carrier, MarketWatch reported, citing The Nikkei Business Daily.
DOT also said it could not offer any guarantees of immunity,
according to the report.

                       About Delta Air Lines

With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- became the world's largest airline
following merger with Northwest Airlines in 2008.  From its hubs
in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul,
New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year.   The merger closed on
October 29, 2008.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

Delta Air Lines has $44,853,000,000 in assets against total debts
of $43,953,000,000 in debts as of Sept. 30, 2009.

Delta Air Lines reported a net loss of $1.2 billion for the year
2009.

Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody'


DELTA AIR: Settles Lone Star Appeal on TIA Claims Disallowance
--------------------------------------------------------------
Judge Shira A. Scheindlin of the United States District Court for
the Southern District of New York, informed the Bankruptcy Court
that Delta Air Lines, Inc., and Lone Star Partners, LLC, have
reached an agreement with respect to Lone Star's appeal on the
Bankruptcy Court's disallowance of its claims against Delta
relating to tax indemnity agreements on aircraft bearing Tail
Nos. N636DL, N637DL and N638DL.

To recall, the TIA Claims, aggregating in excess of $15,635,813,
are tax losses incurred by Lone Star from a sale of its ownership
interests in the Aircraft, which was attributable to the
Indenture Trustee's exercise of remedies under the Leases.

In May 2008, Judge Scheindlin reversed the Bankruptcy Court's
Order and directed the Bankruptcy Court to reinstate Lone Star's
Claim.  The District Court ruled that Delta's defaulting in its
obligation as Lessee and Lone Star's sale of its interests of the
aircraft to Vx Capital Partners LLC constitutes an excluded event
under Section 7(a) of the TIA, which require the Debtors to
indemnify Lone Star.

Following the Settlement Agreement between Delta and Lone Star,
the District Court directed the Clerk of the Court to close the
litigation relating to the Lone Star Appeal.

                       About Delta Air Lines

With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- became the world's largest airline
following merger with Northwest Airlines in 2008.  From its hubs
in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul,
New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year.   The merger closed on
October 29, 2008.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

Delta Air Lines has $44,853,000,000 in assets against total debts
of $43,953,000,000 in debts as of Sept. 30, 2009.

Delta Air Lines reported a net loss of $1.2 billion for the year
2009.

Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody'


DOYLE FAMILY: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Doyle Family LLC
        22532 Avenida Empresa
        Rancho Santa Margarita, CA 92688

Bankruptcy Case No.: 10-10967

Type of Business:

Chapter 11 Petition Date: January 27, 2010

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Tracy Ettinghoff, Esq.
                  Law Office of Tracy Ettinghoff
                  30011 Ivy Glenn #121
                  Laguna Niguel, CA 92677
                  Tel: (949) 363-5573

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

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

The petition was signed by Michael Doyle, the company's manager.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                     Nature of Claim        Claim Amount
  ------                     ---------------        ------------
Tom Kerl, CPA              Accountant             $6,500

Tom Styslak, Atty.         Attorney               $8,700


E*TRADE FINANCIAL: Has $67 Mil. Net Loss for 4th Qtr Ended 2009
---------------------------------------------------------------
E*TRADE Financial Corporation posted results for its fourth
quarter ended December 31, 2009, reporting a net loss of
$67 million compared with a net loss of $276 million during the
prior year.  For the year ended December 31, 2009, the Company
reported a loss from continuing operations of $1.3 billion, or
$1.18 per share compared to a loss from continuing operations of
$809 million a year ago.

"2009 was a watershed year for E*TRADE, as the Company positioned
itself to achieve sustainable, profitable growth by successfully
recapitalizing the balance sheet and maintaining its focus on the
online brokerage business," said Robert Druskin, Chairman and
interim CEO, E*TRADE FINANCIAL Corporation.  "The online brokerage
business performed extremely well, recording its highest level of
DARTs for any year and delivering strong organic growth in
brokerage accounts, cash, and margin receivables."

The Company reported total DARTs of 174,000 in the fourth quarter,
a 12 percent sequential quarterly decrease and a 20 percent
decrease versus the same quarter a year ago.  DARTs for the full
year were 197,000 as compared to 188,000 in 2008.

At quarter end, E*TRADE reported 4.5 million customer accounts,
which included 2.7 million brokerage accounts.  Brokerage accounts
decreased by 17,000 in the quarter, including a reduction of 8,000
accounts as a result of the sale of the Company's local trading
business in Germany.  For the full year, the Company added 115,000
net new brokerage accounts.

During the quarter, customer security holdings increased five
percent, or $4.5 billion, and brokerage-related cash increased by
$0.6 billion to $20.9 billion.  Net new customer assets were
negative $0.3 billion and were impacted by the restructuring of
the Company's international operations and a $1.3 billion decline
in savings and other bank-related customer deposits, as the
Company continued to execute its balance sheet reduction strategy.
Customers were net buyers of approximately $800 million of
securities. Margin receivables increased from $3.4 billion to
$3.8 billion.

U.S. net new brokerage assets were positive $1.5 billion during
the quarter, reflecting the Company's strategic focus on growing
the online brokerage business.  For the full year, U.S. net new
brokerage assets were positive $7.2 billion.

Commissions, fees and service charges, principal transactions, and
other revenue in the fourth quarter were $205 million, compared
with $231 million in the third quarter.  This reflected the
sequential decline in trading activity and a $0.19 decline in the
average commission per trade due to customer mix.

Net interest income was essentially flat at $321 million, as a
$459 million decline in average interest-earning assets to
$43.8 billion was largely offset by a four basis point expansion
in the net interest income spread.

Total operating expense increased by $17 million to $318 million
from the prior quarter, primarily due to charges associated with
the restructuring of the Company's international operations,
seasonal advertising, and higher real estate owned expenses.

The Company continued to make progress during the fourth quarter
in reducing balance sheet risk as its loan portfolio contracted by
$1.1 billion from last quarter, of which $0.8 billion was due to
prepayments or scheduled principal reductions.

Fourth quarter provision for loan losses decreased $55 million
from the prior quarter to $292 million.  Total net charge-offs in
the quarter were $324 million, a decrease of $27 million from the
prior quarter.  Total allowance for loan losses was virtually flat
at approximately $1.2 billion, or six percent of gross loans
receivable.  For the Company's entire loan portfolio, total
special mention delinquencies declined by three percent and total
at-risk delinquencies declined by two percent in the quarter.

The Company continues to maintain Bank capital ratios
substantially in excess of regulatory well-capitalized thresholds.
As of December 31, 2009, the Company reported Bank Tier 1 capital
ratios of 6.69 percent to total adjusted assets and 12.79 percent
to risk-weighted assets.  The Bank had excess risk-based total
capital of $899 million at year end.

                     About E*TRADE Financial

The E*TRADE FINANCIAL (NASDAQ: ETFC) family of companies provides
financial services including trading, investing and related
banking products and services to retail investors.  Securities
products and services are offered by E*TRADE Securities LLC
(Member FINRA/SIPC).  Bank products and services are offered by
E*TRADE Bank, a Federal savings bank, Member FDIC, or its
subsidiaries.

                         *     *     *

The Company's current senior debt ratings are Caa3 by Moody's
Investor Service, CC/CCC-(3) by Standard & Poor's and B (high) by
Dominion Bond Rating Service.  The Company's long-term deposit
ratings are Ba3 by Moody's Investor Service, CCC+ (developing) by
Standard & Poor's and BB by DBRS.


FAIRPOINT COMMS: Names Teresa Rhodes as New Hampshire President
---------------------------------------------------------------
A 30-year veteran of public policy, communications and advocacy
with a long history of civic involvement, Teresa Rhodes
Rosenberger has been named New Hampshire State President for
FairPoint Communications.  In her new role, Rosenberger will be
responsible for regulatory matters, governmental relations, and
economic development for FairPoint Communications in the Granite
State.

Ms. Rosenberger has spent the last 20 years in New Hampshire, most
recently serving as the director of government affairs and client
communications for Devine Millimet & Branch.  She has represented
the firm on such matters as establishing community reinvestment
opportunity zones to attract to and retain businesses in New
Hampshire, as well as net operating loss reform legislation that
saved significant dollars for businesses.

Ms. Rosenberger began her career at U.S. News and World Report.
She has also been a speechwriter and research staffer for three
presidential administrations, and helped develop state and federal
advocacy positions for The American Association of Retired
Persons.

Ms. Rosenberger's civic involvement includes membership on New
Hampshire Telecommunications Advisory Board, as a Governor Lynch
appointment.  She served as chair of the New Hampshire Historical
Society, the Greater Concord Chamber of Commerce, the Concord
Regional Visiting Nurse Association, and the Concord YMCA.  She
has also served on the board of the Josiah Bartlett Center for
Public Policy, the New Hampshire Preservation Alliance and Capitol
Region Healthcare.

"We are delighted to have Teresa join FairPoint in this very
important role.  Her knowledge of state government, as well as
business and community organizations in New Hampshire, will help
FairPoint continue to build lasting relationships within the
state as we continue to improve and expand communication
services," says Peter Nixon, president of FairPoint
Communications.

Mr. Rosenberger is a graduate of the University of North Carolina
where she received a Bachelor of Arts degree in journalism. She
lives in Concord with her husband Eric and has three grown
children.

                  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: Names Michael Reed as Maine State President
------------------------------------------------------------
FairPoint Communications has named Michael C. Reed, a 40-year
veteran of the telecommunications industry, as Maine State
President.  In his new role, Mr. Reed will be responsible for
regulatory matters, governmental relations, and economic
development for FairPoint Communications in the Pine Tree State.

Mr. Reed has held a variety of positions that have given him
hands-on experience in the industry, starting with his first job
as an equipment installation technician with NYNEX.  He has a
top-to-bottom understanding of the telecommunications industry,
combining his operational and technical background with over 20
years of frontline experience in external relations, including
regulatory and legislative responsibilities.  He most recently
served as state government affairs manager for communications
service provider TDS Communications, covering Maine, New
Hampshire, Vermont, New York and Pennsylvania.

"We are delighted to have Mike join FairPoint in this very
important role.  He is recognized throughout the industry as a
leader in telecom policy which, combined with his operational
background and regulatory and legislative experience, makes him
uniquely qualified for the position," says Peter Nixon, president
of FairPoint Communications.  "This experience, together with his
understanding of the region, brings just the background we were
looking for to continue our efforts to build lasting
relationships in Maine."  He serves as chairman of the New York
State Telecommunications Association and is president of the New
Hampshire Telephone Association.  Mr. Reed most recently lived in
Vermont and will be relocating to Maine.

                  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: Updates Data on Total Voice Access Lines
---------------------------------------------------------
FairPoint Communications, Inc., previously reported that its total
voice access lines in service at September 30, 2009, compared to
September 30, 2008, declined by 9.3%.  However, the reported 9.3%
decline represents the decline in the Company's total access line
equivalents, which includes voices access lines and high-speed
data subscribers, at September 30, 2009 compared to September 30,
2008.

Accordingly, FairPoint Chief Financial Officer Alfred C.
Giammarino clarifies in a regulatory filing with the U.S.
Securities and Exchange Commission that the Company's total
access lines declined by 11.2% at September 30, 2009, compared to
September 30, 2008.

                  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: Aid for Laid Off Workers Approved
------------------------------------------------
U.S. Representative Rick Boucher announced in a statement dated
December 29, 2009, that, at his urging, the workers, who have lost
their jobs as a result of the layoffs at Federal-Mogul Corporation
in the Powertrain, Seals and Bearings Division in Blacksburg will
be eligible to receive federal Trade Readjustment Assistance,
commonly known as ATRA, from the U.S. Department of Labor.  The
benefits will assist secondarily affected workers with job
retraining and health care premium payments.  Any worker, who lost
his or her job on or after May 19, 2008, is eligible to receive
the TRA assistance.

The displaced workers will also be eligible for healthcare
benefits through the Health Care Tax Credit which will provide
laid off workers with 65 percent of the cost of health insurance
premiums.  The remaining 35 percent of premium cost will be paid
by the employees.

The U.S. Department of Labor will provide job outreach services,
career counseling, job search and job development assistance,
classroom training (including adult basic education and GED
completion) to those workers affected by the workforce reduction.
Other services which can be provided under Trade Readjustment
Assistance include on-the-job training and transportation
assistance.  In addition, Alternative Trade Act Assistance (ATAA)
will be provided to those workers who qualify.

"This federal assistance is of critical importance to the workers
who have been affected by the layoffs at Federal-Mogul," Mr.
Boucher said.  "These workers deserve our help, and some of the
most important and meaningful services we can offer relate to
training individuals for new jobs and assisting them in
maintaining health insurance coverage for themselves and their
families."

Some employees may also be eligible to receive Alternative Trade
Adjustment Assistance.  Alternative Trade Adjustment Assistance
(ATAA) is a federal benefit program for workers over the age of 50
years who qualify for TRA benefits.  In addition to the
traditional TRA benefits, workers who qualify under the ATAA
program are eligible for a federal subsidy of up to $10,000 over a
two-year period if a worker regains employment within 26 weeks of
being dislocated from Federal-Mogul and if the new salary is less
than $50,000 and less than his or her former salary.

"The provision of this federal assistance is an important step in
assuring that the displaced workers have the training, health care
premium payments and other benefits needed to find new
employment," Mr. Boucher said.

Frequently, workers who lose their jobs find that they do not
possess the skills necessary to compete effectively for employment
in another field.  The use of federal funds to provide the new
skills and job placement services are wise investments which
strengthen both the earning potential of the region s residents
and the base of the regional economy.

Mr. Boucher explained that the retraining and health care premium
funding would be furnished by the U.S. Department of Labor under
the Trade Adjustment Assistance Program, which provides assistance
for workers who have lost their jobs due to foreign imports or
plant relocations outside the United States.  In addition to job
retraining benefits, the program also provides up to 52 weeks of
additional unemployment insurance benefits beyond the normal 26
weeks available to all workers who lose jobs.  The additional
assistance enables unemployed workers to continue searching for
work or to continue participation in training programs.

Mr. Boucher said he is pleased that the Department of Labor acted
positively to approve assistance for the displaced Federal-Mogul
employees.  "I want to commend the Department of Labor for its
timely response to this situation and for providing the funding
necessary for job training and health insurance assistance to
these deserving people," he said.

                      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: Nineteen Eighty-Nine Has 5.9% Stake in FMC
---------------------------------------------------------
In a Schedule 13D filing dated January 11, 2010, with the
Securities and Exchange Commission, Nineteen Eighty-Nine, LLC,
disclosed that it beneficially owns 5,864,455 shares of Federal-
Mogul Corporation's Class A Common Stock.  Nineteen Eighty-Nine's
shares constitute 5.9% of the total shares issued by Federal-
Mogul.

As of April 2, 2009, there are 99,404,500 shares of Federal-Mogul
common stock outstanding.

On the same filing, Amalgamated Gadget, L.P., disclosed that it
beneficially own 62,003 shares of Class A Common Stock, which
shares may be acquired upon the exercise of Warrants.  Amalgamated
Gadget's shares represent 0.1% of the total of the 99,466,503
shares of the Common Stock deemed to be outstanding.

Brandon Teague, Director of Trading of Nineteen Eighty-Nine and
Amalgamated Gadget, told the SEC that it has come to their
attention that Icahn Enterprises, L.P., or IEP, may be materially
misrepresenting the nature of IEP's ownership of certain assets in
connection with IEP's recently announced $2 billion Senior Note
sale.

On January 11, 2010, Nineteen Eighty-Nine consequently filed a
lawsuit in the New York Supreme Court, County of New York, against
IEP and related defendants seeking a declaratory judgment, the
imposition of a constructive trust over certain shares in Federal-
Mogul, monetary damages, and other relief, Mr. Teague said.

"In marketing the Offering to prospective investors, IEP trumpets
its 75.7% public equity ownership of an IEP subsidiary, Federal-
Mogul Corporation," Mark S. Cohen, Esq., at Cohen & Gresser LLP,
in New York, said in the lawsuit.  "That is materially misleading
representation, as it fails to tell potential investors that IEP's
ultimate interest in [Federal-Mogul] may be significantly less
than 75.7%," he asserted.

Mr. Teague further disclosed that:

  (a) because of its position as the sole member of Nineteen
      Eighty-Nine, Q Funding L.P., may, pursuant to Rule 13d-
      3(d)(1)(i) of the Securities Exchange Act of 1934, be
      deemed to be the beneficial owner of 5,864,455 shares of
      the Common Stock, which constitutes approximately 5.9% of
      the outstanding shares of the Common Stock;

  (b) because of its position as the sole general partner of Q
      Funding, Acme Widget, L.P., may be deemed to be the
      beneficial owner of 5,864,455 shares of the Common Stock,
      which constitutes approximately 5.9% of the outstanding
      shares of the Common Stock;

  (c) because of its positions as (i) the sole general partner
      of Acme Holdings, Inc., and (ii) the sole general partner
      of Amalgamated, Scepter Holdings, Inc., may be deemed to
      be the beneficial owner of 5,926,458 shares of the Common
      Stock, which constitutes approximately 6.0% of the
      99,466,503 shares of the Common Stock deemed to be
      outstanding; and

  (d) because of his position as the President and sole
      shareholder of Scepter, Geoffrey Raynor may be deemed to
      be the beneficial owner of 5,926,458 shares of the Common
      Stock, which constitutes approximately 6.0% of the
      99,466,503 shares of the Common Stock deemed to be
      outstanding.

                      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.


FIRSTGOLD CORP: Files for Chapter 11 Protection in Reno, Nevada
---------------------------------------------------------------
Firstgold Corp. has filed for Chapter 11 protection under the
United States Bankruptcy Code.  In a filing on January 27 in Reno,
Nevada Firstgold listed assets of $17,957,805 and Liabilities of
$26,981,427 and outstanding shares of 196,770,012.  While in the
Chapter 11 proceeding current management will continue to operate
Firstgold as debtor-in-possession.

"Filing for Chapter 11 protection will, we hope, give Firstgold
the time we need to bring a successful restructuring proposal to
our creditors and shareholders. A plan we think will ultimately,
see us put our Relief Canyon mine back into production, and one
that will include providing value to our shareholders," comments
Terry Lynch, Firstgold CEO.

"The termination of the Northwest deal on December 21, 2009 meant
we had a very short period of time to find a new investment group
or buyer for our company.  Chapter 11 will extend this time and
protect the company while we seek a comprehensive solution that
might be able to be executed under the particular remedies
available within the Chapter 11 environment," Mr. Lynch commented.

With the Chapter 11 filing Firstgold also announced that Bob
Heimler has resigned as a director of the company. "Bob Heimler
was and is a friend of Firstgold; he invested his own money and
time when many were afraid.  Companies need more Directors like
Bob Heimler and we are the worse for his departure.  Bob feels,
understandably, that in the current environment of Chapter 11 that
there is little he can do to be a positive force for our
shareholders and regrettably has decided to take this time to
resign.  We thank Bob for his service and dedication on the behalf
of the Company," commented Mr. Lynch.

Firstgold Corp. (TSX: FGD) (OTCBB: FGOC) --
http://www.firstgoldcorp.com/-- has spent $16 million over the
last 24 months developing a processing facility at Relief Canyon,
located outside Lovelock, Nevada, on the site of the previously
producing Pegasus Gold Mine.


FIRSTGOLD CORP: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Firstgold Corp.
        P.O. Box 6
        Lovelock, NV 89419

Bankruptcy Case No.: 10-50215

Type of Business:

Chapter 11 Petition Date: January 27, 2010

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd
                  417 W Plumb Ln
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764
                  Email: steve@renolaw.biz

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

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

According to the schedules, the Company has assets of $17,957,805,
and total debts of $26,981,427.

The petition was signed by Terry Lynch, the company's president.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Iordan Tarachmanov         Unsecured Loans        $878,667
6 Hristo Maximov Str.
1111 Sofia
Bulgaria

Sierra Geosynthetic        Goods/Services         $657,183
Service
PO Box 1248
Kent, WA 98032-1248

Baystreet Capital          Unsecured Loans        $575,000
Management
Todd Gauer
2 Woodgreen Place
Toronto, ON MFM 2J2
Canada

Terrence Lynch             Unsecured Loans        $395,000
228 Balsam Dr.
Oakville, ON L6J 3X5
Canada

Stephen Akerfeldt          Unsecured Loans        $221,014

Cashman Cat                Goods/Services         $199,823

Park Avenue Consulting     Goods/Services         $159,000
Group

Wes Construction Co.,      Goods/Services         $154,473
Inc.

Samuel Stern               Unsecured Loans        $154,000

Cedar Pince Construction   Goods/Services         $144,294

Placer Electric Inc.       Goods/Services         $120,519

Trapeze Capital Corp.      Unsecured Loans        $206,800

Dyer Engineering           Goods/Services         $107,612

Greg Mackenzie             Unsecured Loans        $104,000
Haywood Securities

Bob Heimler                Goods/Services         $100,581

Anthem                     Goods/Services         $100,178

Pershing County Treasurer  Goods/Services         $99,867

Duncan Linn & Wade         Goods/Services         $98,335

Palmer Professional Center Goods/Services         $96,255

West Coast Netting         Goods/Services         $93,300


FONTAINEBLEAU LAS VEGAS: Court Approves Icahn's $150-Mil. Bid
-------------------------------------------------------------
Law360 reports that a company controlled by billionaire investor
Carl Icahn has won a judge's approval to purchase the partially
built Fontainebleau Las Vegas casino resort development from its
bankrupt owner for $150 million, which includes $50 million in
debtor-in-possession financing already extended in the case.

The Miami Herald says the price amounts to about 8 cents for every
dollar Aventura developer Jeffrey Soffer and his investors put
into the project.  The Herald notes $2 billion has already been
spent on the unfinished casino tower.

As reported by the TCR on January 27, Carl Icahn's Icahn
Enterprises LP emerged as the only qualified bidder for
Fontainebleau Las Vegas after two competing bids were deemed
unqualified.

Jeffrey R. Truitt, the appointed Chapter 11 Examiner in the
Debtors' Chapter 11 cases, said he received two competing bids on
the January 15 bid deadline.  However, for various reasons,
including that neither of the Submissions were accompanied by
either the requisite deposit or satisfactory evidence of the
financial ability to close a sale transaction, the examiner has
determined that the submissions are not qualified bids.

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

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

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

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

                   About Fontainebleau Las Vegas

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

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

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

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


FORD MOTOR: Reports $2.7 Billion Full Year 2009 Net Income
----------------------------------------------------------
Ford Motor Company reported a full year 2009 pre-tax operating
profit, excluding special items, of $454 million, a $7.3 billion
improvement over a year ago.

The company said it now expects to be profitable for full year
2010 on a pre-tax basis excluding special items, for North
America, total Automotive and total company, with positive
Automotive operating-related cash flow.

Ford posted full year net income of $2.7 billion, or 86 cents per
share, driven in part by favorable net pricing, structural cost
reductions, net gains on debt reduction actions and strong Ford
Credit results.  This marks the company's first full year of
positive net income since 2005 and a $17.5 billion improvement
over 2008.

"While we still face significant business environment challenges
ahead, 2009 was a pivotal year for Ford and the strongest proof
yet that our One Ford plan is working and that we are forging a
path toward profitable growth by working together as one team,
leveraging our global scale," said Ford President and CEO Alan
Mulally.  "In every part of the world, we are providing customers
with great products, building a stronger business and contributing
to a better world.  Our progress has helped us gain market share
in most of our major markets."

Net income for the fourth quarter was $868 million, or 25 cents
per share, a $6.8 billion improvement over a year ago.  Excluding
special items, Ford posted pre-tax operating profits totaling
$1.8 billion during the fourth quarter, a $5.5 billion improvement
from a year ago.  On an after-tax basis, excluding special items,
Ford posted an operating profit of $1.6 billion in the fourth
quarter, or 43 cents per share, compared with a loss of
$3.3 billion, or $1.40 per share, a year ago.

Ford North America operations posted a pre-tax operating profit in
the fourth quarter, excluding special items, of $707 million, its
second straight profitable quarter.  Ford South America, Ford
Europe and Ford Asia Pacific Africa also posted pre-tax operating
profits in the fourth quarter.

As a result of Ford's 2009 U.S. financial performance, the company
will pay profit sharing to 43,000 eligible U.S. hourly employees
consistent with the 2007 UAW-Ford Collective Bargaining Agreement.
The average amount is expected to be approximately $450 per
eligible employee.  As previously announced, Ford is not awarding
salaried employee performance bonuses globally under the company's
bonus plan for 2009 company performance. However, the company did
announce that U.S. salaried employees will receive merit increases
in 2010, and the company's 401(k) matching program was reinstated
on Jan. 1, 2010.

Ford's fourth quarter revenue was $35.4 billion, up $6.4 billion
from a year ago. Revenue for the full year was $118.3 billion, a
decline of $19.8 billion versus a year ago.

Ford reduced its Automotive structural costs by $500 million in
the fourth quarter. In 2009, Ford achieved $5.1 billion in
Automotive structural cost reductions, exceeding its full year
target of about $4 billion, largely driven by lower manufacturing
and engineering costs, including personnel reduction actions and
progress on implementing its common global platforms and product
development processes.

Ford finished 2009 with $25.5 billion in Automotive gross cash,
compared with $23.8 billion at the end of the third quarter of
2009.  Automotive operating-related cash flow was $3.1 billion
positive during the fourth quarter. For the full year, Automotive
operating-related cash flow was $300 million negative; an
improvement of $19.2 billion from year-ago levels.

Ford continued its balance sheet strengthening actions during the
fourth quarter.  The company issued $2.9 billion in a convertible
debt offering and also reached an agreement with its revolving
lenders to extend the maturities of $7.9 billion of debt
commitments to 2013 from 2011.

"We delivered very encouraging results in the fourth quarter and
for full year 2009 despite severe economic headwinds, although our
transformation remains a work in progress," said Lewis Booth, Ford
executive vice president and chief financial officer.  "We are
committed to staying absolutely focused on executing our plan to
deliver profitable growth."

                            Ford Credit

For the fourth quarter, Ford Credit reported a pre-tax operating
profit of $696 million, compared with a loss of $372 million a
year ago.  The increase reflected primarily lower residual losses
due to higher auction values and lower provisions for credit
losses, offset partially by lower volumes.

                           2010 Outlook

Despite the severe global downturn, Ford said it continues to make
progress on all four pillars of its plan:

     -- Aggressively restructure to operate profitably at the
        current demand and changing model mix

     -- Accelerate the development of new products that customers
        want and value

     -- Finance the plan and improve the balance sheet

     -- Work together effectively as one team, leveraging Ford's
        global assets

Ford says that it plans to be profitable for full year 2010 on a
pre-tax basis excluding special items, for North America, total
Automotive and total company, with positive Automotive operating-
related cash flow, based on its assumptions.

Although positive, full year Automotive operating-related cash
flow is expected to be less than the run rate implied by the
strong second half 2009 cash flow.  Recent performance was heavily
influenced by seasonal factors, including normal year-end
inventory reductions, and significant non-recurring factors such
as tax refunds and higher production to rebuild depleted dealer
stocks.

Capital spending is expected to be in the range of $4.5 billion to
$5 billion, as Ford continues to focus on its product plan.  This
planning assumption excludes Volvo and joint ventures that will be
deconsolidated with the adoption of the new accounting standard
effective Jan. 1, 2010, related to the consolidation of variable
interest entities.  On a comparable basis, 2010 capital spending
is up about $1 billion from 2009.

The company has completed major cost reduction actions over the
past four years to substantially restructure its business,
including personnel levels, facilities and related costs, and the
settlement of the UAW retiree health care VEBA agreement. Ford
expects Automotive structural costs to be somewhat higher compared
with 2009 as it increases production to meet demand.

Ford expects U.S. full year industry sales will be in the range of
11.5 to 12.5 million units, including medium and heavy trucks.
For the 19 markets Ford tracks in Europe, the company expects full
year industry sales will be in the range of 13.5 to 14.5 million
units, including medium and heavy trucks.

The company said it expects its full year U.S. total market share
and its share of the U.S. retail market to be equal or improved
compared with 2009.  Europe market share is expected to be about
equal to 2009.

Ford Credit expects to be profitable in 2010, but lower than 2009
based on lower average receivables and the non-recurrence of
certain favorable 2009 factors.

Ford's full year 2011 guidance remains unchanged.  Based on its
planning assumptions, the company remains on track to be solidly
profitable on a pre-tax basis excluding special items, with
positive Automotive operating-related cash flow.

"We are more convinced than ever that Ford has the right plan to
lead us through the near-term economic and external operating
pressures and continue to deliver profitable growth," Mr. Mulally
said.  "The entire extended Ford team is absolutely committed to
building on our progress and working together as a lean global
enterprise focused on automotive leadership and delivering
products with the best quality, fuel efficiency, safety, smart
design and value around the world."

A full-text copy of Ford's earnings release is available at no
charge at http://ResearchArchives.com/t/s?4ef6

                       About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 200,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo.  The company provides financial
services through Ford Motor Credit Company.

At Sept. 30, 2009, the Company had US$203.106 billion in total
assets against US$210.376 billion in total liabilities.

On March 4, 2009, Ford deferred future interest payments on its
6.50% Junior Subordinated Convertible Debentures due January 15,
2032, beginning with the April 15, 2009 quarterly interest
payment.

As reported by the Troubled Company Reporter on Nov. 4, 2009,
Moody's Investors Service upgraded the senior unsecured rating of
Ford Motor Credit Company LLC to B3 from Caa1.  This follows
Moody's upgrade of Ford Motor Company's corporate family rating to
B3 from Caa1, with a stable outlook.  Ford Credit's long-term
ratings remain on review for further possible upgrade.

On Nov. 3, 2009, S&P raised the corporate credit ratings on Ford
Motor Co. and Ford Motor Credit Co. LLC to 'B-' from 'CCC+'.  Ford
Motor Co. carries a long-term issuer default rating of 'CCC', with
a positive outlook, from Fitch Ratings.


FRANK LAWRENCE: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Frank J. Lawrence
        P.O. Box 15398
        Augusta, GA 30919

Bankruptcy Case No.: 10-10210

Chapter 11 Petition Date: January 27, 2010

Court: United States Bankruptcy Court
       Southern District of Georgia (Augusta)

Debtor's Counsel: Scott J. Klosinski, Esq.
                  #7 George C. Wilson Court
                  Augusta, GA 30909
                  Tel: (706) 863-2255
                  Email: sjk@klosinski.com

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

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

A full-text copy of Mr. Lawrence's petition, including a list of
his 7 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/gasb10-10210.pdf

The petition was signed by Mr. Lawrence.


FRASER PAPERS: Proceeds With Sale of Specialty Papers Business
---------------------------------------------------------------
Fraser Papers Inc. disclosed that following the extended deadline
of January 26, 2010, it had received no additional offers to
purchase the Company's specialty papers business under the court
supervised sale process.  As a result, Fraser Papers has
terminated the Bid Process and will continue to work diligently to
clear the remaining conditions and complete the firm purchase
offer sponsored by the Company's secured creditors that was signed
on December 22, 2009.

The Bid Process was approved by the Ontario Superior Court on
December 10, 2009, and by the U.S. Bankruptcy Court for the
District of Delaware on January 5, 2010.  Pursuant to the Bid
Process, PricewaterhouseCoopers Inc., the court-appointed Monitor,
actively marketed the Business contacting 133 potential acquirers
and overseeing the due diligence process with a number of
interested parties.  While a number of parties expressed
preliminary interest, none of them submitted letters of intent.
PricewaterhouseCoopers Inc. is expected to issue a report next
week providing more details on the results of the Bid Process.

Under the terms of the Purchase Agreement, the unsecured creditors
of Fraser Papers will receive 10-year promissory notes and a 49%
common equity interest in the new company.  Brookfield Asset
Management Inc., a secured creditor, has agreed to convert its
secured claim against the Company into a 51% common equity
interest in Newco while the Government of New Brunswick has agreed
to convert its $35 million secured loan plus accrued interest into
equity in the form of preferred shares of the new company.  Newco
and the Company are currently negotiating a $50 million revolving
credit facility with CIT Business Credit Canada Inc., which will
provide Newco with operating liquidity.

                     About Fraser Papers

Fraser Papers -- http://www.fraserpapers.com/-- is an integrated
specialty paper company that produces a broad range of specialty
packaging and printing papers.  The Company has operations in New
Brunswick, Maine, New Hampshire and Quebec.

On June 18, 2009, citing continued operating losses, weak markets
for pulp and lumber, impending debt repayments and significant
pension funding obligations, the Company and its subsidiaries
filed for protection under the Companies Creditors Arrangement Act
(Ont. Super. Ct. J. Ct. File No. CV-09-8241-00CL) in Toronto and
Chapter 15 (Bankr. D. Del. Case No. 09-12123) of the U.S.
Bankruptcy Code.  Fraser is represented by Michael Barrack, Esq.,
Robert I. Thornton, Esq., and D.J. Miller, Esq., at
ThorntonGroutFinnigan LLP, in Toronto, and Derek C. Abbott, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Del.  With
adequate financing to support continuing operations, Fraser says
it is developing a restructuring plan to present to its creditors
-- hopefully by Oct. 16, 2009 -- with the objective of emerging
with a sustainable and profitable specialty papers business.


FRONTIER COMMUNICATIONS: Gets Approval for Verizon Transaction
--------------------------------------------------------------
Frontier Communications Corporation disclosed that Verizon
Northwest Inc. has received all local franchise approvals from
authorities in Washington state and Oregon that are required to
transfer control of local cable TV franchises from Verizon
Communications to Frontier.  In addition to several independent
local authorities, three cable consortia unanimously approved the
transfer: the Metropolitan Area Cable Commission (MACC); the Mount
Hood Cable Regulatory Commission (MHCRC); and the Verizon/Frontier
Transfer Consortium in Washington.  Under the approvals, Frontier
will be required to meet certain conditions for the transfers to
become effective.

The 41 approvals relate to the transaction between Frontier and
Verizon Communications, announced May 13, 2009, that includes
Verizon's local exchange businesses in 14 states, including parts
of California, and certain customer relationships for long
distance services, broadband Internet access and broadband video.
The transaction is still subject to certain conditions, including
approval by The Washington Utilities and Transportation
Commission, The Public Utility Commission of Oregon, utility
regulators in four other states and the Federal Communications
Commission. Hearings have been completed in all states except
Washington, which is scheduled to hold hearings.  Frontier has
already received approvals from the California Public Utilities
Commission, the Public Utilities Commission of Nevada and the
Public Service Commission of South Carolina.

"We are very pleased to have obtained all required local transfer
approvals in such a timely fashion," said Steven Crosby, Senior
Vice President, Government and Regulatory Affairs for Frontier.
"This is an important step towards providing great services,
continued upgrade of broadband in many communities and delivering
an excellent customer experience.  Local leaders in Oregon and
Washington have given a strong vote of confidence to Frontier's
financial strength, network technology and customer-first
approach, and we look forward to serving them."

The local authorities in Washington state that approved the
franchise transfers to Frontier are Bothell, Brier, Camas,
Edmonds, Lynnwood, Marysville, Mill Creek, Mountlake Terrace,
Mukilteo, Redmond, Shoreline, Snohomish County, Washougal,
Woodinville, Woodway, Everett, Kenmore and Kirkland.

In Oregon, the approving local authorities are Damascus, Dundee,
McMinnville, Cornelius, Rivergrove, Durham, Wilsonville, Newberg,
Beaverton, Gresham, Sherwood, Fairview, King City, Clackamas
County, Forest Grove, Wood Village, Troutdale, Tigard, Washington
County, Hillsboro, Happy Valley, Tualatin and Lake Oswego.

                    About Frontier Communications

Frontier Communications Corporation, headquartered in Stamford,
Connecticut, is the fifth largest wireline telecommunications
company in the U.S., serving more than 7 million access lines in
primarily rural areas and small- and medium-sized cities.

                           *     *     *

Fitch Ratings has maintained Frontier's Issuer Default Rating at
'BB', on Positive Watch.  Standard & Poor's Ratings Services also
retained Frontier's corporate credit rating at 'BB/Stable/--'
despite the upsizing of the Company's 8.125% senior notes due 2018
from $450 million to $600 million at the end of September 2009.


GENERAL MOTORS: Reaches Binding Agreement with Spyker on Saab
-------------------------------------------------------------
General Motors and Spyker Cars NV have reached a binding agreement
on the purchase of Saab Automobile AB.

"T[he] announcement is great news for Saab employees, dealers and
suppliers, great news for millions of Saab customers and fans
worldwide, and great news for GM," said John Smith, GM's vice
president for corporate planning and alliances.

"General Motors, Spyker Cars, and the Swedish government worked
very hard and creatively for a deal that would secure a
sustainable future for this unique and iconic brand, and we're all
happy for the positive outcome."

As part of the agreement, Spyker will form a new company, Saab
Spyker Automobiles, which will "carry the Saab brand forward."
The sale is subject to customary closing conditions, including
receipt of applicable regulatory, governmental and Court
approvals.

The Company stated that other terms and conditions for the sale
"will be disclosed in due time."  The Swedish government is
reviewing the transaction and the related request for guarantees
of a Saab Automobile loan.

The release concludes, "Assuming quick action, the transaction is
expected to close in mid-February, and previously announced wind
down activities at Saab will be immediately suspended, pending the
close of the transaction."

                       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: Union Slams GM's "Viability Plan II" for Opel
-------------------------------------------------------------
General Motors Co.'s latest draft of a restructuring plan for Adam
Opel and British sister brand Vauxhall drew flak from German labor
union IG Metall, which noted that the plan "offers no chance for a
successful future to Opel/Vauxhall in Europe," Dow Jones
Deutschland reported on January 20, 2010.

Dubbed "Viability Plan VI," the Opel restructuring plan involves
cutbacks that are "so deep that there won't be enough production
capacity when sales rise in coming years," IG Metall said in a
letter acquired by Dow Jones, adding that the plan "doesn't
include concrete measures to increase revenue."

Opel Joint Works council Chairman Klaus Franz called an Opel
restructuring plan presented in December 2009 by GM "unacceptable"
as it contemplated to cut 9,000 jobs, which he said was "economic
nonsense."

On January 19, Mr. Franz confirmed to The Wall Street Journal in
an e-mailed statement that "there are no talks ongoing" over a
restructuring plan that is expected to be completed by month-end.
Mr. Klaus emphasized that unresolved issues remain, including the
guarantees that workers would receive for agreeing to Opel's
annual cost cuts of EUR265 million.

An unnamed Opel spokesman, however, confirmed to the Journal that
the pending issues are subject to discussions."  GM has been
negotiating with European countries with Opel or Vauxhall plants
to acquire financial aid for Opel's EUR3.3 billion financing need,
he said.

U.K., for one, is "working closely with GM on . . . a potential
funding package for Opel/Vauxhall," a spokeswoman for the U.K.'s
Department for Business, Innovation and Skills, told the Journal,
noting that fund commitments are hinged on "proposals that
recognize the commercial logic of maintaining long-term production
in the U.K."

Similarly, U.K. Business Secretary Peter Mandelson stated that the
U.K. government "is prepared to make a major investment" in
Vauxhall may be in the works, if GM promises to secure its
business in the U.K., the Journal added.

In a letter to Opel workers, chief executive officer Nick Reilly
implied that GM was not the root cause of Opel's financial woes.
"I am not of the opinion that we can make GM responsible for all
of our problems.  That is only a poor excuse to avoid assuming
responsibility for the difficult situation -- it's a victim
mentality," Mr. Reilly wrote on January 15, 2010, according to
Reuters.

Mr. Reilly added a forecast that Western European car market would
lose 1.5 million units in 2010, or a total level of approximately
12.1 million vehicles, according to Reuters.

As widely expected, Mr. Reilly -- current president of GM Europe -
- was appointed on January 15 to take over as Opel's chief
executive.  The management shake-up also included Mark James who
was named Opel's new chief finance officer, while Hand Demant was
appointed to be involved in matters relating to Opel's
intellectual property rights in alliances and partnerships.

             GM Pulls the Plug on Antwerp Opel Plant

As widely reported, GM has announced that its Opel plant in
Antwerp, Belgium will cease operations in 2010, as part of GM's
plan to cut production capacity.  The closure -- which affects
2,606 employees or 5% of Opel/Vauxhall's workforce -- is part of
GM's restructuring of its European operations, according to The
Financial Times.

"We have to take a plant out and, unfortunately, it is Antwerp,"
Mr. Reilly told the FT on January 22.

The German Works Council called the planned closure a "one-sided
and economically unreasonable approach," and accused GM of
breaking an agreement to bring a small sports utility vehicle,
which it will make in South Korea, to Antwerp.  Belgian unions, on
the other hand, insisted that "a buyer could still be found,"
according to the FT.

                       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: Provides Adam Opel with EUR650-Mil. Financing
-------------------------------------------------------------
In a regulatory filing with the Securities and Exchange Commission
dated January 15, 2010, GM Vice President, Controller and Chief
Accounting Officer Nick S. Cyprus disclosed that on January 4, GM
provided additional support of EUR650 million -- or approximately
US$930 million -- to Adam Opel GmbH and its subsidiaries, in order
to assist in the funding of the Opel/ Vauxhall business until more
permanent financing sources can be obtained.

"Specifically, GM is pre-paying the AOG Group for certain
engineering services related to engineering development work that
the AOG Group performs under an engineering services agreement
with GM Global Technology Operations, Inc., a GM subsidiary.  The
expenses that were paid on January 4, 2010, by GTO to the AOG
Group would normally be reimbursed in April and July 2010.
Therefore, the payment accelerations serve as a temporary funding
source for the AOG Group's operations until more permanent
financing can be arranged," Mr. Cyprus noted.

According to GM's viability plan for its European operations, the
business in Europe, excluding Saab, requires total funding of
EUR3.3 billion.  AOG is engaged in ongoing discussions with
various European governments to secure more permanent financing
for the AOG Group, Mr. Cyprus added.

In early November 2009, the GM Board decided to retain the Opel/
Vauxhall business. On November 24, 2009, GM provided
EUR600 million (approximately $900 million) in longer-term
financing to AOG.  The funding was primarily used to repay the
remaining outstanding amounts of the bridge loan financing that
had been provided by the German government on June 1, 2009, as
well as to fund on-going operating requirements of the Opel/
Vauxhall business which is held by AOG, Mr. Cyprus related.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Halts Hummer Assembly Pending Sale Nod
------------------------------------------------------
General Motors Co. is putting a stop to the assembly of Hummer
vehicles at its plant in Shreveport, Louisiana, pending the
completion of the sale of the brand to Chinese company Sichuan
Tengzhong Heavy Industrial Machinery Corp, The Associated press
reported on January 13, 2010.

GM decided to halt the Hummer production, believing that dealers
have enough inventory to keep up with the demand while the sale is
undergoing the regulatory process, AP said, quoting Hummer
spokesman Nick Richards, as saying.

As earlier reported, a struggling sale, high prices of gasoline
and a global economic downturn were among the primary reasons for
GM's decision to sell Hummer to the Chinese company, AP said.

The sales agreement allows the Shreveport plant to continue with
the production of the H3 model and H3T pickup truck on a contract
basis, until June 2011, with an option to extend for another year.
The sale is expected to be consummated after the transaction is
approved by U.S. and Chinese regulators early in 2010.

                       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)


GLOBAL GEOPHYSICAL: Moody's Gives Stable Outlook; Keeps B3 Rating
-----------------------------------------------------------------
Moody's changed Global Geophysical Services, Inc.'s outlook to
positive from stable and affirmed its B3 Corporate Family Rating,
B3 Probability of Default rating, the B2 rating of its first lien
senior secured credit facilities ($30 million revolving credit
facility and $120 million term loan) and the Caa2 rating of the
company's $50 million second lien term loan.

The move to a positive outlook is the result of the company's
demonstrated track record of generating durable cash flows during
the recent downturn in industry conditions and a reduction in
adjusted debt of approximately 16% from December 31, 2008, through
September 30, 2009.  The positive outlook assumes that GGS will
continue to generate durable cash flows from its operations
throughout 2010 and that it will be able to fund its capital
spending program, absent an IPO, without increasing debt as it
grows its multi-client library.  An upgrade to a B2 CFR would be
considered if an IPO is executed as planned and significant
leverage reduction on a net debt basis occurs and can reasonably
be expected to be maintained on a forward looking basis.

The LGD point estimate for the first lien senior secured credit
facilities was changed to LGD3-34% from LGD3-37% and LGD point
estimate for the second lien term loan was changed to LGD5-81%
from LGD5-87%.

The last rating action for Global Geophysical Services was on
December 10, 2007 when Moody's affirmed the company's B3 CFR and
PDR, assigned a B2 rating and LGD 3 (37%) to the company's new
$150 million first lien senior secured credit facilities
($30 million revolving credit facility and $120 million term loan)
and a Caa2 rating and LGD 5 (87%) to the company's $50 million
second lien term loan.

Global Geophysical Services, Inc., which is headquartered in
Houston, Texas, provides an integrated suite of seismic data
solutions to the global oil and gas industry.


GMAC INC: S&P Raises Long-Term Counterparty Credit Rating to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its long-
term counterparty credit rating on both GMAC Inc. and Residential
Capital LLC to 'B' from 'CCC'.  The 'C' short-term ratings and the
'C' preferred securities ratings are affirmed.  S&P is also
affirming the recovery ratings on senior secured debt at
Residential Capital LLC and raising the senior secured debt
ratings.  The outlook on both entities is stable.

The ratings actions follow the U.S. Treasury's investment of an
additional $3.8 billion in new securities of GMAC under the
Supervisory Capital Assessment Program, along with other capital
investment restructurings.  The capital securities issued include
$2.54 billion of trust preferred securities and $1.25 billion of
mandatorily convertible securities.  "This investment will satisfy
all of the company's requirements under the SCAP," said Standard &
Poor's credit analyst John K. Bartko.  In addition, the U.S.
Treasury will convert $5.25 billion of existing nonconvertible
preferred investments into mandatorily convertible securities and
subsequently convert a total of $3 billion of mandatorily
convertible securities into GMAC common equity.  In total, the
U.S. Treasury now will own approximately 56% of GMAC.

GMAC management also announced several other strategic moves to
strengthen the asset quality of Ally Bank, and improve Residential
Capital LLC's capital position.  Specifically, GMAC will purchase
$1.5 billion of reclassified, higher-risk mortgage assets from
Ally Bank and contribute $1.3 billion of additional cash capital
to the bank.  These actions strengthen Ally Bank's capital
position and asset quality.  At Residential Capital LLC, capital
will be replenished by $2.7 billion through a combination of
mortgage loan contributions from Ally Bank, GMAC debt forgiveness,
and cash.  Although these moves will re-establish Residential
Capital LLC's net worth to minimum required levels, S&P believes
that GMAC will continue to search for strategic alternatives
related to lowering its risk exposures to Residential Capital LLC.

Although S&P views the capital raising and restructuring
activities as positive, S&P continues to consider the company
vulnerable to weak quarterly performance.  The auto industry
remains weak, and S&P thinks housing prices will continue to fall
in many markets, pressuring the firm's mortgage business.  Indeed,
the company has indicated that it anticipated a loss of
approximately $5 billion for the fourth quarter related to
mortgage asset valuations, additional loan and tax valuation
allowances, original issue discount amortization, and charges
related to discontinued operations.  This sizable loss continues
the company's efforts to de-risk its mortgage operations.  At this
point, although quarterly losses at Residential Capital LLC are
possible, much of the loss content has been removed.

Furthermore, although S&P does not consider GMAC to be highly
systemically important, S&P is factoring in the substantial
investment the U.S. government has made to date and the
government's ownership of $11.4 billion in mandatory convertible
preferred securities.  This sizable investment could support
capital levels if future losses are threatening.

S&P is affirming its 'C' rating on the preferred stock because,
under its criteria, S&P believes this obligation to be highly
vulnerable to nonpayment.

Finally, GMAC has $8 billion of unsecured debt maturing this year.
S&P expects GMAC to be able to fund these maturities with cash
generated by various loan portfolio runoffs, access to the secured
and unsecured markets, and, if need be, cash from its balance
sheet.

The stable outlooks consider the possibility of future moderate
quarterly losses, generated primarily from the mortgage business
line.  S&P is also considering the commitment made to-date by the
government and its interest in seeing its investment protected by
a viable, profitable company, although S&P does not consider GMAC
highly systemically important.  S&P could revise its outlook to
negative if quarterly losses exceed its expectations.  Conversely,
S&P could revise the outlook to positive if the company generates
core earnings supported by favorable economic and operating
environments.  S&P will continue to monitor developments as they
unfold.


GRAHAM PACKAGING: Estimates $460-Mil. Adjusted EBITDA for 2009
--------------------------------------------------------------
Graham Packaging Holdings Company disclosed preliminary unaudited
financial information for the year ended December 31, 2009.

GPC currently estimates that its Adjusted EBITDA for the year
ended December 31, 2009, was approximately $460 million, based
on estimates for operating income of approximately $227 million,
plus depreciation and amortization of approximately $159 million,
asset impairment charges of approximately $41 million, monitoring
fees of approximately $5 million, other non-cash charges of
approximately $6 million, gain on debt extinguishment of
$9 million and reorganization and other costs of $13 million.

Adjusted EBITDA is defined as earnings or loss from continuing
operations before interest expense, net; income tax provision;
depreciation and amortization expense; asset impairment charges;
the $5.0 million per year fee paid pursuant to the Fifth Amended
and Restated Limited Partnership Agreement of Graham Packaging
Holdings Company, dated as of February 2, 1998, and the Amended
and Restated Monitoring Agreement, dated as of September 30, 2004,
among the Company, Graham Packaging Company, L.P., Blackstone
Management Partners III L.L.C. and Graham Alternative Investment
Partners I; other non-cash charges; gain on debt extinguishment;
and certain non-recurring charges.

The Company and GPC believe that the presentation of Adjusted
EBITDA provides investors with a useful analytical indicator of
performance.  Additionally, the Company and GPC use Adjusted
EBITDA as one of several measures in determining incentive
compensation.  Adjusted EBITDA is not intended to represent cash
flow from operations as defined by generally accepted accounting
principles and should not be used as an alternative to net income
as an indicator of operating performance or to cash flow as a
measure of liquidity.  Because not all companies use identical
calculations, these presentations of Adjusted EBITDA may not be
comparable to other similarly titled measures of other companies.

This preliminary unaudited financial information for the year
ended December 31, 2009 is derived from GPC's preliminary internal
financial reports and is subject to revision based on the
completion of GPC's year-end accounting and financial reporting
processes necessary to finalize its financial statements as of and
for the year ended December 31, 2009.  The Company and GPC cannot
offer any assurance that, upon completion of the audit of GPC's
financial statements as of and for the year ended December 31,
2009, the Company and GPC will not report results materially
different than those set forth above.

                      About Graham Packaging

Headquartered in York, Pennsylvania, Graham Packaging Holdings
Company, -- http://www.grahampackaging.com/-- the parent company
of Graham Packaging Company, L.P., is engaged in the design,
manufacture and sale of customized blow molded plastic containers
for the branded food and beverage, household, automotive
lubricants and personal care/specialty product categories.  As of
the end of June 2008, the company operated 83 manufacturing
facilities throughout North America, Europe and South America.

Graham Packaging's consolidated balance sheets at September 30,
2009, showed $2.067 billion in total assets and $2.937 billion in
total liabilities, resulting in a $869.6 million partners'
deficit.


HAWKER BEECHCRAFT: Inks Separation Deal with SVP Bradley Hatt
-------------------------------------------------------------
Hawker Beechcraft Corporation, the principal operating subsidiary
of Hawker Beechcraft Acquisition Company, LLC, and Hawker
Beechcraft Inc., the Company's parent company, on January 20,
2010, entered into a Separation of Employment Agreement and
General Release with Bradley Hatt, who will resign as Senior Vice
President -- Sales of Hawker Beechcraft Corporation on February 8,
2010.

The Separation of Employment Agreement provides that, subject to a
release of claims against the Company, HBI and their affiliates
becoming irrevocable, Mr. Hatt will receive his pro-rated annual
target cash compensation level and certain welfare benefits for a
period of 9 months following the Exit Date.  In addition, the
Company has waived the non-competition covenant Mr. Hatt entered
into in connection with his stock option grants, but Mr. Hatt is
still subject to standard confidentiality, cooperation and non-
disparagement covenants.

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, is a leading manufacturer of business jets,
turboprops and piston aircraft for corporations, governments and
individuals worldwide.

                           *     *     *

As reported by the Troubled Company Reporter on Nov. 20, 2009,
Moody's affirmed Hawker Beechcraft Acquisition Company's Caa2
Corporate Family and Probability of Default ratings but lowered
the rating on the company's senior secured bank obligations to
Caa1 from B3 following announcement of plans to expand the size of
its secured term loan.  At the same time, ratings on Hawker
Beechcraft's senior unsecured cash-pay and PIK election notes
(Caa3) and subordinated notes (Ca) were affirmed.  The company's
Speculative Grade Liquidity rating was changed to SGL-4,
designating weak liquidity, but is expected to improve once final
amounts sourced from an incremental term loan are known.  The
outlook was revised to negative.

The actions follow several developments: an amendment to the
company's revolving credit facility reducing the size of the
commitment and revising financial covenants, a proposed increase
of $200 million to an existing $1,271 million term loan,
disclosure of some $0.7 billion of non-cash impairment and other
charges during the company's third quarter.

On Nov. 19, 2009, the TCR stated that Standard & Poor's assigned
its 'CCC+' issue-level rating to Hawker Beechcraft Acquisition Co.
LLC's proposed $200 million incremental term loan, the same as the
corporate credit rating on parent Hawker Beechcraft Inc., and a
'4' recovery rating, which indicates S&P's expectation of average
(30%-50%) recovery in a payment default scenario.  In addition,
S&P affirmed its 'CCC+' corporate credit rating on Wichita,
Kansas-based Hawker Beechcraft.  The company has about
$2.15 billion of debt.

S&P also lowered its issue-level rating on HBAC's existing senior
secured credit facilities to 'CCC+' from 'B-', the same as the
corporate credit rating on Hawker Beechcraft.  S&P lowered the
recovery rating on this debt to '4' from '2', indicating its
expectation of average (30%-50%) recovery in a payment default
scenario.  At the same time, S&P affirmed its 'CCC-' issue-level
rating on HBAC's senior unsecured and subordinated notes, two
notches below the corporate credit rating on Hawker Beechcraft.
The recovery rating on the senior unsecured and subordinated debt
remains at '6', indicating S&P's expectation of negligible (0%-
10%) recovery in a payment default scenario.

The outlook is negative.  S&P could lower the ratings if the
market for business jets deteriorates further, leading to reduced
earnings, cash generation, and liquidity, resulting in cash on
hand and revolver availability falling below $200 million.


HEALTHTRONICS INC: S&P Withdraws 'BB-' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its rating on Austin,
Texas-based HealthTronics Inc., including the 'BB-' corporate
credit rating, at the company's request.  The company recently
entered into a new unrated credit agreement that extended the
maturity on its $60 million revolving credit facility to Dec. 31,
2012.

HealthTronics' vulnerable business risk profile reflects its
narrow business focus, mature lithotripsy operations,
vulnerability to third-party reimbursement, and significant
minority interest payments.  The company's market leadership in
the lithotripsy medical segment, its efforts to leverage its
physician partner base to expand its product portfolio, and its
capacity to leverage its balance sheet do not outweigh these
risks, in S&P's view.

                           Ratings List

                             Withdrawn

                           HealthTronics

                                    To        From
                                    --        ----
        Corporate Credit Rating     NR        BB-/Stable/--
        Secured                     NR        BB
          Recovery Rating           NR        2

                         NR -- Not rated.


HELMSLEY SPEAR: Ceases Operations; Payroll Remains Unpaid
---------------------------------------------------------
Dana Rubinstein at The New York Observer reports Kent Swig is
shutting down the Helmsley Spear brokerage, according to a broker
who attended last Friday's meeting at about 3:00 p.m., at which
the announcement was made.

New York Observer relates Steven Kerschenbaum, executive vice
president of Swig Equities, Mr. Swig's property investment and
management firm, made the announcement.  The broker, according to
New York Observer, said the support staff have not been paid in
three weeks, and won't know when they will be paid.

According to the report, brokers have through next week to clear
out their offices.  January 22 was the support staff's last day.
The broker said there are about a dozen brokers at Helmsley Spear,
and about 10 support staff, the report relates.

New York Observer, citing a New York Post report, says Mr. Swig
had been trying to sell Helsmsley Spear.  In December, New York
Observer also said Mr. Swig had repeatedly missed Friday payroll
and that the staff was on edge.

Kent Swig is the heir to the Fairmont hotel fortune and son-in-law
to Harry Macklowe.  Mr. Swig bought Helmsley Spear in 2007.

New York Observer's source said Mr. Swig will retain the shell of
Helmsley Spear as a property investment vehicle, but that the
brokerage is officially no longer.  "Kent lives in 740 Park Avenue
and drives around in his chauffeured Lincoln Navigator SVU," the
broker said, according to New York Observer.  "This is a
commentary on the hubris of a trust fund baby."

According to New York Observer, Y. David Scharf, Esq., a partner
at Morrison Cohen and Mr. Swig's attorney, sent the following
statement: "In order to focus its attention on principal
investment opportunities in the marketplace, Helmsley Spear is
suspending its third party commercial brokerage operations. The
Firm will continue to operate its property management department.
Helmsley Spear looks forward to announcing several new investment
acquisitions over the next 30 to 60 days."


HEXION SPECIALTY: Extends Maturity of Term Loans to 2015
--------------------------------------------------------
Hexion Specialty Chemicals Inc. entered into an amendment
agreement to its second amended and restated credit agreement
dated as of November 3, 2006 to, among other things:

   * subject to the requirement to make such offers on a pro rata
     basis to all lenders, allow the Registrant to agree with
     individual lenders to extend the maturity of their term loans
     or revolving commitments, and for the Registrant to pay
     increased interest rates or otherwise modify the terms of
     their loans or revolving commitments in connection with such
     an extension

   * extend the maturity of term loans held by accepting lenders
     to May 5, 2015 and increase the interest rate with respect to
     such term loans

   * allow for the issuance of $1,000,000,000 aggregate principal
     amount of senior secured notes due 2018

   * allow for one or more future issuances of additional senior
     notes or loans, which may include, in each case, indebtedness
     secured on a pari passu basis with the obligations under the
     senior secured credit facilities, so long as, in each case,
     among other things, an agreed amount of the net cash proceeds
     from any such issuance are used to prepay term loans and
     revolving loans under the senior secured credit facilities at
     par

   * reset the amount available under incremental credit
     facilities to $200 million

   * allow for one or more future issuances of additional
     indebtedness, which may include indebtedness secured on a
     junior basis with the obligations under the senior secured
     credit facilities or unsecured indebtedness, in an amount not
     to exceed the amount available under incremental credit
     facilities

   * allow for certain types of receivables financing, and

   * amend certain of the existing covenants therein.

In addition, lenders under the Registrant's senior secured credit
facilities have agreed to extend the maturity of approximately
$943 million aggregate principal amount of their term loans.

                 About Hexion Specialty Chemicals

Based in Columbus, Ohio, Hexion Specialty Chemicals --
http://www.hexion.com/-- serves the global wood and industrial
markets through a broad range of thermoset technologies, specialty
products and technical support for customers in a diverse range of
applications and industries.  Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management, L.P.

At September 30, 2009, the Company had total assets of
$3.020 billion against total liabilities of $5.080 billion.  At
September 30, 2009, the Company had accumulated deficit of
$2.344 billion, shareholder's deficit attributable to Hexion
Specialty of $2.075 billion, noncontrolling interest of
$15 million, and total deficit of $2.060 billion.

                            *    *    *

Moody's Investors Service changed the outlook on Hexion Specialty
Chemicals, Inc. (B3 Corporate Family Rating) to stable from
negative due to the successful refinancing and extension of its
term loan debt with $1 billion of 8.875% 1.5 lien notes due 2018.
Proceeds were used to repay roughly $800 million in first lien
term loan debt.  In addition, Hexion received approval from its
first lien debt holders to extend roughly $900 million of the
remaining term loan for two years.


HUDSON PRODUCTS: Moody's Assigns 'B2' Rating on $250 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to Hudson
Products Holdings, Inc.'s proposed $250 million senior secured
second lien notes due 2016.  Proceeds from the notes offering are
expected to repay the existing senior term loan B, redeem a
portion of its existing mezzanine notes and pay offering related
fees.  In addition, Moody's has affirmed all other ratings,
including the corporate family rating at B3.  The outlook remains
negative.

In Moody's view, Hudson's ability to maintain its B3 CFR is
dependent, in part, on its ability to execute all aspects of its
planned debt restructuring.  The debt restructuring includes
proposed amendments to the revolving credit facility and mezzanine
notes that are expected to improve Hudson's liquidity profile by
increasing the revolver size, meaningfully relaxing financial
covenant compliance requirements and potentially reducing cash
interest payments.  This added financial flexibility is expected
to aid Hudson in its efforts to successfully navigate a
potentially challenging 2010 given its exposure to highly cyclical
end-markets and a leverage profile that is expected to exceed the
normal tolerance level for a B3 issuer.  The rating could be
downgraded if Hudson fails to show solid earnings improvement
throughout the second half of 2010, is unable to execute its debt
restructuring (including both the notes issuance and the two
amendments), maintain flexibility in its liquidity profile and/or
demonstrate solid cash interest coverage.

The proposed mezzanine amendment is expected to provide Hudson
with the right to elect to pay its original cash interest
requirement in kind by adding it to the outstanding principal
amount.  The original terms of the agreement required a cash
interest payment, quarterly in arrears, at a 10% cash interest
obligation (plus 3.5% PIK).  In addition, the amendment is
expected to provide a two-year financial maintenance covenant
holiday for Hudson.  The revolving credit facility is expected to
be amended and restated to increase the revolver to $40 million
from $30 million, add additional lenders, extend the maturity to
January 2014 from August 2013 and loosen financial covenant
restrictions.

Further, Moody's stated that it will likely view Hudson's decision
to pay any amount of its original cash interest obligation on the
mezzanine notes (unrated) in-kind as an interest payment default.
If Hudson fails to pay its interest in accordance with the
original terms, Moody's would likely assign a limited default
designation to the probability of default rating (for 3 days) at
the end of the 5-day grace period allowable in the original
mezzanine notes agreement.  Moody's definition of default captures
all missed or delayed interest or principal payments, even if an
amendment has been successfully executed.

This rating was assigned:

* B2 (LGD3, 39%) to the proposed $250 senior secured second lien
  note due 2016

These ratings were affirmed:

* Corporate Family Rating at B3;

* Probability-of-default rating at B3;

* The $30 million first lien revolving credit facility at B1
  (LGD3, 31%); and

* The $220 million first lien term loan B at B1 (LGD3, 31%).

Upon completion of the refinancing, Moody's will withdraw the B1
ratings on the existing revolver and term loan.

The last rating action was on October 2, 2009, when the CFR was
downgraded to B3 from B1.

Hudson, headquartered in Sugar Land, TX, is one of the world's
leading heat transfer solutions companies providing air-cooled
heat exchangers, axial-flow fans and related aftermarket hardware
and support to the refinery, petrochemical, natural gas and power
generation end-markets.


HUDSON PRODUCTS: S&P Affirms 'B-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Hudson Products Holdings, Inc., and assigned a
'B-' issue-level rating to the company's proposed $250 million
senior secured notes due 2016 (the same as the corporate credit
rating).  S&P assigned a '4' recovery rating to this debt,
indicating expectations of meaningful (50% to 70%) recovery in the
event of a payment default.  The outlook remains negative.

The company plans to use the proceeds from the notes offering to
refinance its term loan and a portion of its senior unsecured
notes while alleviating some of the covenant concerns it currently
faces.

"The ratings on Hudson reflects high debt leverage, weak interest
coverage, exposure to cyclical end markets, and a limited but
improving scale of operations," said Standard & Poor's credit
analyst Kenneth Cox.  The rating also reflects Hudson's leading
market share and its low maintenance capital spending
requirements.

S&P considers Hudson's business risk profile to be vulnerable.
Although it maintains a leading market position as a manufacturer
of axial-flow fans and air-cooled heat exchangers, its markets are
somewhat focused.  More than 70% of its sales come from the
volatile refining and petrochemical industries.  Hudson's reliance
on these industries (particularly for its ACHE business), leaves
the company exposed to cyclical demand fluctuations.  Also, given
its small scale and focused product lines, Hudson remains exposed
to competition from lower-cost manufacturing regions over the
longer term if others decide to enter the industry.

Hudson's financial risk profile is highly leveraged.  As of
Sept. 30, 2009, the company had $350.1 million in long-term debt,
including operating lease adjustments.  Pro forma for the notes
offering, adjusted long-term debt as of Sept. 30, 2009, is
$364.7 million.  Pro forma Sept. 30, 2009, adjusted debt to
trailing-12-months EBITDA is 6.5x, with an adjusted debt to
annualized EBITDA ratio at Sept. 30, 2009 of 6.4x.  However, S&P
expects existing soft industry conditions to continue to adversely
affect EBITDA, which would cause Hudson's leverage to worsen in
2010.

S&P expects Hudson's end markets to remain weak in the near term,
which will result in continued poor financial performance.
Although this transaction eases concerns of potential covenant
violations and improves total liquidity, leverage and interest
coverage will remain problematic.  S&P could take negative rating
actions if liquidity declines significantly or if debt to EBITDA
significantly exceeds 10x or if cash interest coverage declines to
below 1x.  Currently, S&P believes a revision of the outlook to
stable is unlikely.


IMPERIAL INDUSTRIES: Delisted From NASDAQ Capital Market
--------------------------------------------------------
Imperial Industries, Inc., on January 25, 2010, received a Letter
from the NASDAQ Office of General Counsel, Hearings Department,
that the Company's shares would be suspended from trading on the
NASDAQ Capital Market effective at the open of business on
Wednesday, January 27, 2010, and that thereafter NASDAQ will file
a Form 25 Notification of Delisting with the Securities and
Exchange Commission.

The Company had received a Staff Determination Letter from NASDAQ
on December 23, 2009, rejecting the Company's proposed plan to
resolve its failure to comply with the minimum stockholders'
equity requirement of $2,500,000 as set forth in the NASDAQ
Listing Rule 5550(b) as of September 30, 2009.  Pursuant to
applicable NASDAQ rules, the Company requested and was granted, a
hearing from a NASDAQ Listing Qualification Panel on January 28,
2010, to request the continued listing of its common stock on the
NASDAQ Capital Market, which stayed the delisting of its common
stock.  Also, the Company would have been able to present its
views to the NASDAQ Listing Qualifications Panel at this hearing
with respect to its additional deficiency of not holding an annual
shareholders' meeting in 2009.

On January 25, 2010, the Company determined to withdraw its appeal
as it has become apparent it would not be able to provide a plan
to the NASDAQ hearings panel suitable to meet the minimum
requirements for the 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.

Pompano Beach, Florida-based Imperial Industries, Inc. (Nasdaq CM:
"IPII") -- http://www.imperialindustries.com/-- a building
products 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.


INVESTMENT REALTY: Massachusetts Want Firm to Cease & Desist
------------------------------------------------------------
Boston Business Journal reports that the Secretary of the
Commonwealth's Office sued Thomas Belekewicz and Merope Dayos for
operating an illegal investment and lending firm Investment Realty
Funding Inc. from 2001 to 2009.  The firm sold $9.4 million in
unregistered securities to local investors.

According to the agency, Mr. Belekewicz collected $1.1 million in
payments from IRF.  The state is seeking a cease and desist order
against IRF and its former managers and also is seeking
compensation to cover investors' losses.

Based Mashpee, Massachusetts, Investment Realty Funding Inc. filed
for Chapter 11 protection on March 19, 2009 (Bankr. D. Mass. Case
No. 09-12279).  Alex M. Rodolakis, Esq., at Gilman, McLaughlin &
Hanrahan LLP, represents the Debtor.  In its petition, the Debtor
has $7,500,000 in total assets, and $9,000,000.00 in total debts.


INVITEL HOLDINGS: Intends to Delist From NYSE Amex
---------------------------------------------------
Invitel Holdings A/S intends to delist its American Depositary
Shares from the NYSE Amex stock exchange.  Following the delisting
of its ADSs from the NYSE Amex, which is expected to be completed
on February 18, 2010, Invitel Holdings will take the necessary
steps to deregister from the U.S. Securities and Exchange
Commission and to cease reporting under the Securities Exchange
Act of 1934, as amended.

To complete the delisting, Invitel Holdings has provided written
notice today to the NYSE Amex of its intent to delist.  Invitel
Holdings intends to file a Form 25 "Notification of Removal from
Listing and/or Registration under Section 12(b) of the Securities
Exchange Act of 1934" with the SEC and NYSE Amex on or about
February 8, 2010 and expects the filing to be effective on or
about February 18, 2010.  On or about February 18, 2010, Invitel
Holdings expects the ADSs to be removed from the NYSE Amex.
Invitel Holdings also intends to file a Form 15 "Certification and
Notice of Termination of Registration under Section 12(g) of the
Securities Exchange Act of 1934 or Suspension of Duty to File
Reports under Sections 13 and 15(d) of the Securities Exchange Act
of 1934" with the SEC on or about February 18, 2010 in order to
deregister from the SEC.  Upon the filing of the Form 15, the
obligation of Invitel Holdings to file periodic reports with the
SEC under the Exchange Act will be suspended immediately.  The
deregistration will be effective 90 days after the filing, unless
the Form 15 is earlier withdrawn by Invitel Holdings or denied by
the SEC.  Invitel Holdings reserves the right to delay or withdraw
the filings of the Forms 25 and 15 for any reason prior to their
effectiveness.

The decision by Invitel Holdings to seek a delisting of its ADSs
from the NYSE Amex and a deregistration from the SEC is due to the
completion by Mid Europa Partners Limited of its tender offer to
purchase any and all of the outstanding ordinary shares of Invitel
Holdings and any and all of the ADSs representing such ordinary
shares.  As a result of the tender offer, Mid Europa will own
approximately 91.8% of the outstanding ordinary shares of Invitel
Holdings (including Invitel ordinary shares represented by ADSs).
Mid Europa intends to acquire the remaining Invitel Holdings
ordinary shares (including Invitel ordinary shares represented by
ADSs) in a compulsory acquisition procedure under Danish law.
Invitel Holdings has not arranged for the listing and/or
registration of its ADSs on another national securities exchange
or for quotation of its ADSs in any other quotation medium
following the delisting from the NYSE Amex because it anticipates
that Mid Europa will be the sole owner of all of the equity
securities of Invitel Holdings.

                    About Invitel Holdings A/S

Invitel Holdings A/S is the number one alternative and the second-
largest fixed line telecommunications and broadband Internet
Services Provider in the Republic of Hungary.  In addition to
delivering voice, data and Internet services in Hungary, it is
also a leading player in the Central and Eastern European
wholesale telecommunications market.

                          *     *     *

As reported by the Troubled Company Reporter-Europe on Dec. 28,
2009, Standard & Poor's Ratings Services said it raised to 'B'
from 'CCC+' its long-term corporate credit ratings on Hungary-
based fixed-line telecommunications operator Invitel Holdings A/S
and related entities Magyar Telecom B.V. and HTCC Holdco I B.V.,
following the completion of a EUR345 million senior secured notes
offering to refinance existing debt.

The issue rating on the new EUR345 million 9.5% senior secured
notes, due 2016 and issued by Magyar Telecom B.V., was also raised
to 'B' from 'CCC+'.

In addition, S&P raised the issue rating on Magyar Telecom B.V.'s
EUR126 million floating-rate notes due 2013 and the issue rating
on HTCC Holdco I B.V.'s EUR17 million junior subordinated payment-
in-kind notes due 2013, to 'CCC+' from 'CCC-'.

All corporate credit and issue ratings were removed from
CreditWatch where they had been placed with positive implications
on Dec. 7, 2009.  The outlook on the corporate credit ratings is
stable.


IRVINE SENSORS: CEO John Carson Received $350,967 in FY2009
---------------------------------------------------------
John C. Carson, Chief Executive Officer and President of Irvine
Sensors Corporation, received $350,967 in executive compensation
for fiscal year 2009, which included $290,014 in salary and
$29,000 in bonuses.  In fiscal 2008, Mr. Carson's take home pay
was $239,163, which included $280,779 in salary and $0 bonus.

John J. Stuart, Jr., Chief Financial Officer, Senior Vice
President, Secretary and Treasurer of the Company, took home
$312,993 in fiscal 2009, which included $258,350 in salary and
$25,000 in bonuses.  In fiscal 2008, he received $188,343, which
included $251,231 in salary.  He received no bonus in 2008.

Volkan Ozguz, the Company's Senior Vice President and Chief
Technical Officer, received a take-home pay of $281,469, which
included $244,442 in salary and $10,564 in bonuses.  He received
$314,429 in fiscal 2008, which included $248,352 in salary and
$11,956 in bonuses.

                      About Irvine Sensors

Irvine Sensors Corporation -- http://www.irvine-sensors.com/--
headquartered in Costa Mesa, California, is a vision systems
company engaged in the development and sale of miniaturized
infrared and electro-optical cameras, image processors and stacked
chip assemblies and sale of higher level systems incorporating
such products and research and development related to high density
electronics, miniaturized sensors, optical interconnection
technology, high speed network security, image processing and low-
power analog and mixed-signal integrated circuits for diverse
systems applications.

Optex Systems, Inc., a Texas corporation and a wholly owned
subsidiary of Irvine Sensors, on September 21, 2009, filed a
voluntary petition for relief under Chapter 7 of the United States
Bankruptcy Code in the United States Bankruptcy Court in
California.

                          *     *     *

Grant Thornton LLP in Irvine, California, in a letter dated
January 9, 2009, pointed out that the Company incurred net losses
of $21.6 million, $22.1 million, and $8.4 million for the years
ended September 28, 2008, September 30, 2007, and October 1, 2006,
respectively, and the Company has a working capital deficit of
$16.1 million at September 28, 2008.  "These factors, among
others, raise substantial doubt about the company's ability to
continue as a going concern."


JAMES EDWARD FALL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: James Edward Fall
                 dba Harold Fall and Sons,
                     A Partnership Harold Fall & Sons
                     Plants & Produce
               Rose R. Fall
               1961 South Holland Sylvania Rd.
               Maumee, OH 43537

Bankruptcy Case No.: 10-30375

Chapter 11 Petition Date: January 27, 2010

Court: United States Bankruptcy Court
       Northern District of Ohio (Toledo)

Judge: Richard L. Speer

Debtors' Counsel: Steven L. Diller, Esq.
                  124 E Main St
                  Van Wert, OH 45891
                  Tel: (419) 238-5025
                  Email: dillerlaw@roadrunner.com

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

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

According to the schedules, the Company has assets of $2,068,765
and total debts of $2,192,016.

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/ohnb10-30375.pdf

The petition was signed by the Joint Debtors.


JEANNE RIZZOTTO: Gets Conditional Approval for Chapter 11 Plan
--------------------------------------------------------------
Kahrin Deines at Billings Gazette says a federal judge
conditionally approved Jeanne Rizzotto's Chapter 11 plan of
reorganization hat would allow a bankrupt real estate developer to
pay off creditors with income from leasing lots in a planned
luxury RV resort.  A hearing is set for Feb. 22, 2010, to consider
confirmation of her plan.

Ms. Rizzotto's creditors may ask from some modifications of the
plan, report notes.

Jeane Rizzotto filed for Chapter 11 protection in May 2009.


KEVEN MCKENNA: Files for Bankruptcy to Reorganize Finances
----------------------------------------------------------
Katie Mulvaney at The Providence Journal says Keven A. McKenna
filed for Chapter 11 bankruptcy for himself and Keven A. McKenna
law firm to reorganize finances and avoid paying Sumner D. Stone,
former paralegal of the firm, compensation claim of $11,000.

Ms. Mulvaney notes the Chapter 11 filing for Mr. McKenna showed
$751,000 in assets and $45,700 in liabilities, while the filing
for his firm showed debts of between $100,000 and $500,000.

Keven A. McKenna owns Keven A. McKenna Law Firm.


KIEBLER SLIPPERY: Plan Provides for 100% Recovery of Unsec. Claims
------------------------------------------------------------------
Kiebler Slippery Rock, L.L.C., filed with the U.S. Bankruptcy
Court for the Northern District of Ohio a Disclosure Statement
with respect to its Chapter 11 Plan of Reorganization as of
January 22, 2010.

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

According to the Disclosure Statement, the Plan provides for
payment of secured, priority, and unsecured creditors in a timely
fashion.  The Debtor proposes to retain its existing property and
continue its business as a Reorganized Debtor.

Under the Plan, the Reorganized Debtor will make distributions to
holders of allowed unsecured claims, unless holders of an allowed
unsecured claim agree to a different treatment, consisting of all
excess cash flow remaining after debt service in pro rata cash
payments on a monthly basis.  Estimated recovery for holders of
unsecured claims is 100% of their $165,000 claims.

The Reorganized Debtor will make payments to holders of insider
unsecured claims on the terms and in amounts that the Debtor, in
its discretion, may choose; provided, however, that no payments
will be made on account of Insider Unsecured Claims until the time
as all allowed claims in Classes 1 through 12(a) have been
satisfied in full.  Estimated recovery for holders of insider
unsecured claims is 0% to 100% of their $20,537 claims.

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

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

Chardon, Ohio-based Kiebler Slippery Rock LLC filed for Chapter 11
on Sept. 25, 2009 (Bankr. N.D. Ohio Case No. 09-19087).  Andrew L.
Turscak Jr., Esq., Mark A. Weintraub, Esq., and Robert C. Folland,
Esq., at Thompson Hine LLP represent the Debtor in its
restructuring effort.  In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.


LARRY ELLIS: Case Summary & 72 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Larry Ellis
          dba Casablanca Productions
          dba National Realty
          dba National Mortgage Group
          dba Tustin Universal Life Church
          dba Estate Rental Network
          dba Orange County Mansions
        7418 E. Grovewood Lane
        Orange, CA 92869

Bankruptcy Case No.: 10-10981

Chapter 11 Petition Date: January 27, 2010

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Marc A. Zimmerman, Esq.
                  13102 Marcy Ranch Road
                  Santa Ana, CA 92705
                  Tel: (714) 669-5780
                  Email: jdaddy@cox.net

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

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

According to the schedules, the Company has assets of $2,666,985,
and total debts of $5,295,000.

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

             http://bankrupt.com/misc/cacb10-10981.pdf

The petition was signed by Mr. Ellis.


LAS VEGAS MONORAIL: Wants to Use Cash Collateral
------------------------------------------------
Las Vegas Monorail Company has sought authorization from the U.S.
Bankruptcy Court for the District of Nevada to use cash collateral
securing their obligation to their prepetition lenders.

The attorneys for the Debtor -- Gerald M. Gordon, Esq., and
William M. Noall, Esq., who have offices in Las Vegas, Nevada --
explain that the Debtor needs the money to fund its Chapter 11
case, pay suppliers and other parties.

The Debtor executed a Financing Agreement dated September 1, 2000
with the Director of the Nevada Department of Business and
Industry, granting certain limited security interests in cash and
cash equivalents and amounts held in funds or accounts with Wells
Fargo Bank, N.A., which Financing Agreement was assigned to Wells
Fargo as trustee under the Senior Indenture dated September 1,
2000, and the Subordinate Indenture dated as of September 1, 2000.

Payment of principal and interest of the 1st Tier Bonds under the
Senior Indenture is insured by Ambac Assurance Corporation.  The
Director and Ambac entered into a Guaranty Agreement dated as of
September 20, 2000 by which, among other things, the Director
granted Ambac a security interest in the same collateral as the
Trustee for the Indentures, but which is subordinated to the
Trustee's rights under the Indentures.

The Trustee and Ambac are the only entities with an interest in
any Cash Collateral.

Debtor seeks a determination by the Court as to whether and to
what extent cash and cash equivalents of the Debtor as of the
Petition Date, and cash and cash equivalents generated by the
Debtor after the Petition Date, constitute Cash Collateral.  The
Debtor contends that the extent of Cash Collateral is limited to:
(1) Project Revenues that have been deposited in Debtor's
Collection Fund at Wells Fargo or other accounts maintained at
Wells Fargo as of the Petition Date, excluding any amounts
required by the Debtor for operation and maintenance costs;
(2) interest income generated by the Project Revenues deposited in
the Collection Fund or other accounts at Wells Fargo as of the
Petition Date; and (3) the Bond Proceeds and interest income
generated by the Bond Proceeds to the extent that the
Bond Proceeds still exist and are maintained in accounts with
Wells Fargo.

The Debtor contends that Project Revenues that aren't in the
Collection Fund or otherwise on deposit in an account at Wells
Fargo as of the Petition Date are not Cash Collateral.  Debtor
contends that Project Revenues that are generated after the
Petition Date are not Cash Collateral.

The Debtor proposes a replacement lien in the Postpetition
Revenues, which are otherwise unsecured.

Messrs. Gordon and Noall state, "The relief sought herein is
emergency in nature because the Trustee seeks to block the
Debtor's use of any cash, whether generated prepetition or
postpetition, and whether or not controlled by the Trustee."  To
the extent the Prepetition Revenues not deposited with the Trustee
or the Postpetition Revenues constitute Cash Collateral, the
Debtor requests that it be entitled to use that Cash Collateral on
an emergency interim basis and pending the final hearing, pursuant
to a budget, a copy of which is available for free at:

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

"None of the Debtor's Prepetition Revenues are subject to properly
perfected security interests held by the Trustee or Ambac and thus
are not Cash Collateral," Messrs. Gordon and Noall say.

The Cash on Hand as of the Petition Date and the Bank of America
Account aren't subject to a properly perfected security interest
of the Trustee or Ambac because the funds and the account aren't
in their possession.  The Receivables aren't subject to any
security interest of the Trustee or Ambac because no security
interest was ever granted in the property in their applicable
security documents.

Fare Revenues and Ad Revenues have been deposited into the BofA
Account, and thus the Trustee and Ambac will lack the requisite
possession or control over the property or account to have a
properly perfected security interest therein.

The funds on deposit at Wells Fargo are secured to the extent the
funds aren't necessary to pay O&M Costs.  The Debtor's
Postpetition Revenues aren't subject to any properly perfected
security interest of the Trustee or Ambac and thus do not
constitute Cash Collateral.  All of the Debtor's Postpetition
Revenues will be derived from operation of the Monorail, and thus
are not "proceeds" of any prepetition collateral.

The maximum amount subject to the Trustee's security interest
which may be Cash Collateral is approximately $226,346.06.

Rather than make postpetition adequate protection payments to the
Trustee, the Debtor requests authority to use the funds in its
BofA Account and Debtor's Wells Fargo Accounts that are required
to pay O&M costs.

The Trustee and Ambac don't agree with the Debtor regarding the
characterization and extent of Cash Collateral and proposed
expenditures by the Debtor, and have made demands upon the Debtor
to the extent of adequate protection which couldn't be resolved by
the Petition Date.

The Director disagrees with the Debtor's position concerning the
reach of the indenture trustee's interest in cash held by the
Debtor, but doesn't object to the use of the cash collateral in
the Debtor's operation provided the Debtor adheres to its
obligations to the Director and the indenture trustee under the
Financing Agreement and Indentures.  According to the Director,
the Debtor, which has been in default of the Financing Agreement
and Indentures for nearly three years, turned over all revenues to
the Trustee until recently when, unbeknownst to the Director or
apparently the Trustee, the Debtor began diverting a portion of
such revenue to a new bank account at BofA in an effort to deprive
the holders of the Bonds of possession of, and thus their security
interest in, a substantial portion of the Monorail's revenue.

The Director is represented by Ballard Spahr LLP.

Bombardier Transit Corporation says that it doesn't wish to inform
the Court regarding its maintenance and operation contract with
the Debtor and the importance and necessity of those services.
Bombardier states that if it is forced to suspend work on the
System as a result of nonpayment, the System cannot operate either
practically or legally under the Clark County Amusement &
Transportation System ordinance.  It is imperative that any budget
approved by the Court contain a line item for payment of the
monthly fees owing to Bombardier under the existing operations and
maintenance contract.  Bombardier states that the Debtor and the
Trustee agree that the Debtor will be permitted to continue making
monthly payment and other reasonable and necessary payments to
Bombardier pursuant to the terms of the O&M Contract.

Bombardier is represented by Santoro, Driggs, Walch, Kearney,
Holley & Thompson.

                    About Las Vegas Monorail

Las Vegas, Nevada-based Las Vegas Monorail Company, organized by
the State of Nevada in 2000 as a nonprofit corporation, owns and
manages the Las Vegas Monorail.  The Monorail is a seven-stop,
elevated train system that travels along a 3.9-mile route near the
Las Vegas Strip.  LVMC has contracted with Bombardier Transit
Corporation to operate the Monorail.  Though it benefits from its
tax-exempt status due to being a nonprofit entity, LVMC claims to
be the first privately-owned public transportation system in the
nation to be funded solely by fares and advertising.  LVMC says it
receives no governmental financial support or subsidies.

The Company filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. D. Nev. Case No. 10-10464).  Gerald M.
Gordon, Esq., at Gordon Silver, assists the Company in its
restructuring effort.  Alvarez & Marsal North America, LLC, is the
Debtor's financial advisor.  Stradling Yocca Carlson & Rauth is
the Debtor's special bond counsel.  Jones Vargas is the Debtor's
special corporate counsel.  The Company listed $10,000,001 to
$50,000,000 in assets and $500,000,001 to $1,000,000,000 in
liabilities.


LEXINGTON PRECISION: Wants Access to Cash Collateral Until March 5
------------------------------------------------------------------
Lexington Precision Corporation and Lexington Rubber Group, Inc.,
ask the U.S. Bankruptcy Court for the Southern District of New
York for permission to continue using cash collateral of the
prepetition senior lenders until Mach 5, 2010, or until the
occurrence of a "termination event."

This is the Debtors' eighth application for an extension in their
cash collateral use.

The prepetition senior lenders consented to an extension of the
Debtors' use of cash collateral, provided that the aggregate total
of the Debtors' short-term investments and the
cash available in their Master Operating Account and the DIP
Account will not fall below the amounts corresponding to the dates
set forth as:

     Week Ending            Minimum Available Cash

     01-Jan                       $3,838,000
     08-Jan                       $2,296,000
     15-Jan                       $1,970,000
     22-Jan                       $2,108,000
     29-Jan                       $2,200,000
     05-Feb                       $1,943,000
     12-Feb                       $2,017,000
     19-Feb                       $2,249,000
     26-Feb                       $2,279,000
     05-Mar                       $2,279,000

As reported in the Troubled Company Reporter on Aug. 19, 2009, the
Debtors will use cash collateral for (a) working capital and
capital expenditures, (b) other general corporate purposes of the
Debtors, and (c) the costs of administration of the bankruptcy
cases, in accordance with a budget.

The prepetition senior lenders are:

   -- CapitalSource Finance LLC, as lender and revolver agent for
      itself and other lenders, and co-documentation agent, and
      Webster Business Credit Corporation, as lender and co-
      dumentation agent under that certain Credit and Security
      Agreement, dated May 31, 2006.

   -- CSE Mortgage LLC, as lender and collateral agent for itself
      and each other lender, and DMD Special Situations Funding
      LLC, as lender under that certain Loan and Security
      Agreement, dated May 31, 2006.

The Debtors related that as of Oct. 1, 2009, they were obligated
to the prepetition secured lenders in the principal amount of
$31.5 million, plus accrued and unpaid interest in the amount of
$5,000.  The value of the assets encumbered by the prepetition
secured lenders' liens significantly exceeds the aggregate amount
of the obligations owed under the prepetition credit agreements.

The Debtor further said that the only alternative to continued use
of cash collateral is a sale of a portion of the Debtors' core
business.

As adequate protection, the prepetition senior lenders will be
granted (a) continued replacement security interests upon all of
the Debtors' assets, (b) first priority security interests in all
unencumbered assets of the Debtors, and (c) liens on all
encumbered assets that were not otherwise subject to the
prepetition senior lenders' liens as of the commencement date.

                     About Lexington Precision

Headquartered in New York, Lexington Precision Corp. --
http://www.lexingtonprecision.com/-- manufactures tight-tolerance
rubber and metal components for use in medical, automotive, and
industrial applications.  As of February 29, 2008, the Company
employed about 651 regular and 22 temporary personnel.

The Company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Christopher J. Marcus, Esq., and Victoria
Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Systems -
Bankruptcy Solutions LLC as claims agent.  The U.S. Trustee for
Region 2 appointed six creditors to serve on an official committee
of unsecured creditors.  Paul N. Silverstein, Esq., and Jonathan
Levine, Esq., at Andrews Kurth LLP, represent the Committee as
counsel.

On June 30, 2008, the Debtors filed with the Bankruptcy Court a
plan of reorganization.  It was amended twice, the latest
amendment dated December 8, 2008.  The Debtors currently plan to
complete the liquidation of their connector-seal business before
seeking approval of the Amended Plan.


LIBBEY INC: Shows Estimated Financial Results for Qtr. & Full Year
------------------------------------------------------------------
Libbey Inc. said select estimated financial results for the
quarter and full year ended December 31, 2009.  The preliminary
estimates set forth below are based upon currently available
information and are subject to completion of the Company's
financial statements for these periods.  The Company's actual
results may differ significantly from these estimates.

Preliminary estimates for the fourth quarter and full year 2009
are as follows:

For the quarter ended December 31, 2009, the Company estimates:

   * Total sales of approximately $207 million compared with
     $186.6 million for the prior-year quarter, representing an
     approximate increase of 11 percent.

   * Primary contributors to the increased sales included an
     approximately 17 percent increase in sales to U.S. and
     Canadian retail customers compared to the prior-year quarter,
     which represents an all-time record for sales to these
     customers in any quarter in the Company's history.  Sales
     to U.S. and Canadian foodservice customers increased
     approximately 6 percent, sales to Crisa customers increased
     approximately 15 percent and sales to International customers
     increased approximately 24 percent.

   * Adjusted EBITDA of between $27 million and $29 million,
     compared with Adjusted EBITDA of $8.7 million in the fourth
     quarter of 2008.

For the full year ended December 31, 2009, the Company estimates:

   * Total sales of approximately $748 million compared with
     $810.2 million for the full year 2008.

   * Adjusted EBITDA of between $88 million and $90 million,
     compared with Adjusted EBITDA of $85.2 million for the full
     year 2008.

   * Record cash on hand of approximately $55 million at December
     31, 2009, compared with $13.3 million at December 31, 2008.

   * Availability of approximately $79 million under the Company's
     Asset Backed Loan (ABL) credit facility at December 31, 2009,
     compared with $44.6 million at December 31, 2008.

Based in Toledo, Ohio, since 1888, Libbey operates glass tableware
manufacturing plants in the United States in Louisiana and Ohio,
as well as in Mexico, China, Portugal and the Netherlands.  Libbey
supplies tabletop products to foodservice, retail, industrial and
business-to-business customers in over 100 countries.  In 2008,
Libbey Inc.'s net sales totaled $810.2 million.

                        *     *     *

As reported by the Troubled Company Reporter on Nov. 13, 2009,
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Toledo, Ohio-based Libbey Inc. to 'SD'
(selective default) from 'B'.  The issue-level ratings remain on
CreditWatch, where S&P had placed them on June 11, 2009, following
S&P's concerns about the difficult operating environment facing
Libbey, increased leverage, and its ability to improve credit
metrics.


LIBERTY MEDIA: Tender Offer Won't Affect Moody's 'B1' Ratings
-------------------------------------------------------------
Moody's Investors Service indicated that Liberty Media LLC's B1
Corporate Family Rating, B1 senior unsecured note ratings, SGL-1
speculative-grade liquidity rating and stable rating outlook are
not affected by Liberty Media Corporation's (Liberty's parent)
announcement that it intends to launch a tender offer to increase
its stake in Live Nation Entertainment to approximately 34.9%.

Moody's last rating on action Liberty occurred on November 20,
2009, when it lowered the company's CFR to B1 from Ba2,
Probability of Default Rating to Ba3 from Ba2, and senior
unsecured note rating to B1 from Ba2, concluding the review for
possible downgrade initiated on September 3, 2008.

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

Liberty, headquartered in Englewood, Colorado, is a holding
company that owns and operates a broad range of electronic
retailing, communications, and entertainment businesses and also
owns equity and debt positions in wide variety of technology,
media and telecommunications companies.  Annual revenue is
approximately $10 billion.


LIBERTY GLOBAL: S&P Maintains 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said that it maintained its
'B+' long-term corporate credit rating and all other ratings on
U.S.-listed, international cable TV operator and broadband
services provider Liberty Global Inc. and its subsidiaries on
CreditWatch, where they were placed with negative implications on
Nov. 13, 2009.  At the same time, S&P maintained the 'BB-' long-
term corporate credit rating and all other ratings on German cable
TV operator Unitymedia GmbH (BB-/Watch Neg/--) and its
subsidiaries on CreditWatch, where they were placed with negative
implications on Nov. 13, 2009.

This CreditWatch update follows the announcement on Jan. 24, 2010,
that LGI has reached an agreement to sell its 37.8% ownership
interest in Jupiter Telecommunications Co., Ltd. (not rated).
This announcement follows a statement by LGI in November 2009 that
it plans to acquire 100% of the shares of Unitymedia for an equity
purchase price of approximately ?2.0 billion.  Including
Unitymedia's reported net debt of approximately ?1.5 billion on
Sept. 30, 2009, the total consideration for the Unitymedia
acquisition is approximately ?3.5 billion, excluding transaction
costs.

Including the agreed disposal price for J:COM and the anticipated
final 2009 dividend from J:COM, LGI expects to realize gross
proceeds of approximately ?363 billion ($4.0 billion as of
Jan. 22, 2010) from the disposal of its stake in J:COM.  LGI plans
to use part of these proceeds to repay its ?75 billion
($833 million as of Jan. 22, 2010) LGJ Holdings credit facility
and will incur certain costs and taxes.  The closure of the J:COM
transaction is subject to the satisfaction of certain conditions
and LGI expects closure to occur on or around Feb. 10, 2010,
subject to extension.  If it were to be accompanied by a prudent
financial policy, the J:COM disposal has some potential to assist
LGI in deleveraging its capital structure following the Unitymedia
acquisition.  However, management has yet to specify how it plans
to use the proceeds of the J:COM disposal.  From a credit
perspective, S&P see a clear risk that LGI management could
allocate a portion of the proceeds to fund its ongoing share
buybacks.

"We expect to review the CreditWatch placement of LGI once the
disposal of its stake in J:COM has closed, the group's year-end
results are published, and management's assessment of how it
intends to apply the disposal proceeds is announced," said
Standard & Poor's credit analyst Raam Ratnam.  "We will review the
CreditWatch placement of Unitymedia at the same time, as the
ratings on LGI and Unitymedia are likely to be closely linked."

As part of its review, S&P will assess the effect of the proposed
transactions on LGI's and Unitymedia's operating, strategic, and
financial plans.

The main rating considerations will be the capital structure of
the group and its individual entities, as well as the group's
financial policy, particularly with respect to how management
chooses to deploy the funds from the J:COM disposal between
shareholder returns, deleveraging, and any potential future
acquisitions.

The resolution of the CreditWatch listing on the rating on
Unitymedia is also subject to the resolution of uncertainties
surrounding the eventual debt pushdown to Unitymedia.


LOWER BUCKS: Moody's Puts 'Caa3' Long-Term Rating on Watchlist
--------------------------------------------------------------
Moody's Investors Service has placed Lower Bucks Hospital's Caa3
long-term rating on Watchlist for possible downgrade.

This action affects the Series 1992 Bonds (approximately
$25 million outstanding) issued through Langhorne Manor Borough
Higher Educational and Health Authority, Pennsylvania.  The
Watchlist action follows Lower Buck's voluntarily filing to
reorganize under Chapter 11 of the U.S.  Bankruptcy Code and a
missed payment to the trustee for the funding of the December 15,
2009 interest payment to the trustee, that resulted in a draw by
the Trustee from the debt service reserve fund (approximately
$991,000) for the January 2010 payment to bondholders.  Moody's
believes that given the bankruptcy and current financial condition
of the organization full recovery of the bonds is unlikely.

The rating outcome will largely depend on Moody's assessment of
bondholder's expected recovery level.  Moody's expect to conclude
Moody's review within 90 days.

                            Rated Debt

* Series 1992, fixed rate

The last rating action on Lower Bucks Hospital was on August 7,
2009, when Moody's downgraded the rating assigned to Lower Buck's
debt to Caa3 from B3 rating and assigned a negative outlook,
removing the rating from Watchlist.


MARK WENTWORTH HOME: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Mark Wentworth Home
        346 Pleasant Street
        Portsmouth, NH 03801

Bankruptcy Case No.: 10-10246

Chapter 11 Petition Date: January 27, 2010

Court: United States Bankruptcy Court
       District of New Hampshire Live Database (Manchester)

Judge: Mark W. Vaughn

Debtor's Counsel: Gregory A. Moffett, Esq.
                  Preti Flaherty, PLLP
                  P.O. Box 1318
                  Concord, NH 03302-1318
                  Tel: (603) 410-1525
                  Fax: (603) 410-1501
                  Email: nhbankruptcyfilings@preti.com

                  John M. Sullivan, Esq.
                  Preti Flaherty PLLC
                  57 North Main Street
                  P.O. Box 1318
                  Concord, NH 03302-1318
                  Tel: (603) 410-1550
                  Fax: (603) 410-1501
                  Email: nhbankruptcyfilings@preti.com

                  Joshua E. Menard, Esq.
                  Preti Flaherty
                  57 North Main Street
                  PO Box 1318
                  Concord, NH 03302
                  Tel: (603) 410-1500
                  Fax: (603) 410-1501
                  Email: jmenard@preti.com

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

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

According to the schedules, the Company has assets of $8,216,874,
and total debts of $15,309,000.

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

             http://bankrupt.com/misc/nhb10-10246.pdf

The petition was signed by William C. Henson, president of the
Company.


MATTHEW BRALY: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Matthew C. Braly
               Laura M. Braly
               3 1st Street
               Saint Augustine, FL 32080

Bankruptcy Case No.: 10-00566

Chapter 11 Petition Date: January 27, 2010

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

Debtors' Counsel: Bryan K. Mickler, Esq.
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  Fax: (904) 725-0855
                  Email: court@planlaw.com

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

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

According to the schedules, the Company has assets of $2,410,305
and total debts of $2,476,363.

A full-text copy of the Debtors' petition, including a list of
their 13 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/flmb10-00566.pdf

The petition was signed by the Joint Debtors.


MCCLATCHY CO: Commences Tender Offer for 7.125% Notes
-----------------------------------------------------
The McClatchy Company has commenced an offer to purchase for cash
any and all of its outstanding 7.125% notes due June 1, 2011 and
15.75% senior notes due 2014 and solicitation of consents relating
to its outstanding 2014 Notes.  The terms and conditions of the
Offer are set forth in the Offer to Purchase and Consent
Solicitation Statement dated January 27, 2010 and the related
Consent and Letter of Transmittal.  The consideration offered for
the Notes subject to the Offer is set forth:

                                                Early
  Title               Principal   Tender        Partic-
  of        CUSIP      Amount      Offer        ipation Consent
  Security  Number(s) Outstanding Consideration Premium Payment
  --------  --------- ----------- ------------- ------- -------
7.125%
Notes
due
June 1,
2011   499040AM5   $166,195,000   $970.00    $50.00   N/A

15.75%
Senior
Notes
due   579489AA3
2014  U57365AA3    $24,225,000   $1,115.00    N/A     $50.00

                         Total Consideration
                         -------------------
                              $1,020.00
                               $1,165.00

Holders of 2011 Notes that are validly tendered on or before
5:00 p.m., New York City time on February 9, 2010, and accepted
for purchase will receive the amount set forth in the table above
under the heading "Total Consideration" for each $1,000 principal
amount of 2011 Notes tendered, which includes an early tender
payment of $50 per $1,000 principal amount of 2011 Notes.  Holders
of 2011 Notes that are validly tendered after the Early Tender
Date and not validly withdrawn on or before the Expiration Date
and accepted for purchase will receive the amount set forth in the
table above under the heading "Tender Offer Consideration" for
each $1,000 principal amount of 2011 notes tendered.  Holders of
2014 Notes that are validly tendered (and not validly withdrawn)
on or before 5:00 p.m., New York City time on February 9, 2010,
and have validly consented to the proposed amendments on or prior
to the Consent Date will receive the amount set forth in the table
above under the heading "Total Consideration" for each $1,000
principal amount of 2014 Notes tendered, which includes a consent
payment of $50 per $1,000 principal amount of 2014 Notes.  Holders
of the 2014 Notes that are validly tendered after the Consent Date
will receive the amount set forth in the table above under the
heading "Tender Offer Consideration" for each $1,000 principal
amount of 2014 Notes tendered.  In addition to the Total
Consideration or Tender Offer Consideration, as the case may be,
payable in respect of Notes accepted for purchase, Holders will
receive accrued and unpaid interest on their purchased Notes from
the last interest payment date to, but not including, the date of
payment for purchased Notes.  The Offer is scheduled to expire at
11:59 p.m., New York City time, on February 24, 2010, unless
extended.

In conjunction with the Offer, the Company is soliciting from
registered holders of 2014 Notes consents to proposed amendments
to the indenture pursuant to which the 2014 Notes were issued.  If
the required consents are obtained in the Consent Solicitation and
the proposed amendments become operative, the proposed amendments
would eliminate substantially all of the restrictive covenants and
certain events of default contained in the indenture governing the
2014 Notes.

2011 Notes tendered on or before the Early Tender Date may be
validly withdrawn at any time on or before 5:00 p.m., New York
City time, on February 9, 2010, but not thereafter, and 2011 Notes
tendered after the 2011 Withdrawal Date may not be withdrawn;
provided, however, that if the Company reduces the principal
amount of, or the consideration for, 2011 Notes subject to the
Offer or is otherwise required by law to permit withdrawal, then
previously tendered 2011 Notes may be validly withdrawn to the
extent required by law.  2014 Notes validly tendered pursuant to
the Offer may be validly withdrawn at any time on or before
5:00 p.m., New York City time, on the earlier to occur of
(a) February 9, 2010 or (b) the date and time the Company, the
Guarantors and the Trustee execute a supplemental indenture
implementing the Proposed Amendments, but not thereafter, and 2014
Notes tendered after the 2014 Withdrawal Date may not be
withdrawn; provided, however, that if the Company reduces the
principal amount of, or the consideration for, 2014 Notes subject
to the Offer or is otherwise required by law to permit withdrawal,
then previously tendered 2014 Notes may be validly withdrawn to
the extent required by law.  If the Offer is terminated, Notes
tendered will promptly be returned to the tendering Holders.

The Offer is not subject to the receipt of any minimum amount of
either series of Notes tendered, but is subject to the general
conditions set forth in the Offer to Purchase and to a financing
condition with respect to the Company having sufficient funds to
pay for Notes tendered from the incurrence by the Company of first
lien senior secured indebtedness that, when taken together with
the funds available under the Company's senior credit facility,
are sufficient to consummate the Offer.

This press release is neither an offer to purchase, nor a
solicitation for acceptance of the offer.  The McClatchy Company
is making the Offer only by, and pursuant to the terms of, the
Offer to Purchase and the related Letter of Transmittal.

The complete terms and conditions of the Offer is set forth in the
Offer to Purchase and Letter of Transmittal that is being sent to
holders of Notes.  Holders are urged to read the tender offer
documents carefully when they become available.  Copies of the
Offer to Purchase and Letter of Transmittal may be obtained from
the Information Agent for the Offer, Global Bondholder Services
Corporation, at 866-470-3900 (US toll-free) and 212-430-3774
(collect).

Credit Suisse Securities (USA) LLC is the Lead Dealer Manager and
Solicitation Agent and Lazard Freres & Co. LLC is the Co-Dealer
Manager and Solicitation Agent for the Offer.  Questions regarding
the Offer may be directed to Credit Suisse Securities (USA) LLC,
Liability Management Group at (800) 820-1653 (toll-free) and (212)
325-5912 (collect).

                     About McClatchy Company

The McClatchy Company is the third largest newspaper company in
the United States, with 30 daily newspapers, 43 non-dailies, and
direct marketing and direct mail operations.  McClatchy also
operates leading local websites in each of its markets which
extend its audience reach.  The websites offer users comprehensive
news and information, advertising, e-commerce and other services.
Together with its newspapers and direct marketing products, these
interactive operations make McClatchy the leading local media
company in each of its premium high growth markets.  McClatchy-
owned newspapers include The Miami Herald, The Sacramento Bee, the
Fort Worth Star-Telegram, The Kansas City Star, The Charlotte
Observer, and The News & Observer (Raleigh).

McClatchy also owns a portfolio of premium digital assets,
including 14.4% of CareerBuilder, the nation's largest online job
site, 25.6% of Classified Ventures, a newspaper industry
partnership that offers two of the nation's premier classified
websites: the auto website, cars.com, and the rental site,
Apartments.com and 33.3% of HomeFinder, LLC which operates the
real estate website HomeFinder.com.  McClatchy is listed on the
New York Stock Exchange under the symbol MNI.

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: Moody's Reviews 'Caa2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service placed The McClatchy Company's Caa2
Corporate Family Rating, Caa2 Probability of Default Rating and
Caa3 senior unsecured note ratings on review for possible upgrade.
In addition, Moody's assigned a (P)B1 rating to McClatchy's
proposed $875 million senior secured notes due 2017 and a (P)B1
rating to the extended portion of its amended credit facility.
The review follows McClatchy's announcement that it has obtained
an amendment to extend the maturity on approximately 90% of its
credit facility by two years to July 2013, launched the offering
for the proposed senior secured notes, and launched a tender offer
for all of its 7.125% notes due 2011 and 15.75% senior unsecured
guaranteed notes due 2014 at premiums to par (including early
participation/consent payments).  McClatchy plans to utilize the
net proceeds from the note offering to fund an approximate 60%
paydown of extending credit facility instruments, and the note
tender offers.  Moody's believes the transactions would
meaningfully improve the company's liquidity position and reduce
near term default risk and this drives the review for upgrade.

On Review for Possible Upgrade:

Issuer: McClatchy Company (The)

  -- Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently Caa2

  -- Probability of Default Rating, Placed on Review for Possible
     Upgrade, currently Caa2

  -- Senior Unsecured Notes (Unguaranteed), Placed on Review for
     Possible Upgrade, currently Caa3

Assignments:

Issuer: McClatchy Company (The)

  -- Senior Secured Bank Credit Facility, Assigned a (P)B1, LGD2 -
     21%

  -- Senior Secured Notes, Assigned (P)B1, LGD2 - 21%

Outlook Actions:

Issuer: McClatchy Company (The)

  -- Outlook, Changed To Rating Under Review From Developing

Moody's expects to upgrade McClatchy's CFR to Caa1 from Caa2 if
the refinancing is completed.  The prospective CFR upgrade is
based on the company's improved liquidity position and reduction
in near-term default risk as a result of pushing out maturities
and amending the financial maintenance covenants, and McClatchy's
ability to stabilize EBITDA through significant cost reductions.
The proposed transactions would significantly reduce McClatchy's
2011 funded debt maturities to approximately $75 million from
approximately $1.05 billion.  Cash interest costs will increase
materially and be a drag on cash flow, although Moody's expects
the company will continue to generate modestly positive free cash
flow.  The prospective ratings assigned to the secured notes and
extended portion of the credit facility are based on the
anticipated Caa1 CFR.

McClatchy's prospective Caa1 CFR reflects the cash flow generated
from its portfolio of newspapers and online properties tempered by
revenue pressure and the company's high leverage.  The cash flow
is supported by the depth and quality of reporting in local
markets and good reader demographics that drives demand from
advertisers.  The company's strong cost management also
contributes to above average industry margins.  However,
McClatchy's revenue is contracting due to long-term competitive
pressure on newspaper advertising and a cyclical advertising
slowdown.

Moody's views the current debt-to-EBITDA leverage level
(approximately 7.7x FY 2009 incorporating Moody's standard
adjustments) as unsustainable for the newspaper industry and this
creates elevated risk of a restructuring over the long term.  The
improved liquidity position nevertheless provides greater
flexibility to manage in the advertising downturn and realize the
potential de-leveraging benefits of a recovery in economic
conditions and the advertising market.  The ultimate strength of
any recovery in newspaper advertising is uncertain given the
ongoing shift away from print.  The Caa1 CFR factors in the
significant incremental drag on debt repayment capacity from the
incremental cash interest expense and the meaningful step-up in
required pension contributions in 2011.  The rating also balances
Moody's view that leverage will remain at an unsustainable level
over at least the next year with the potential that McClatchy's
revenue and cost initiatives along with an economic rebound could
ultimately drive leverage materially lower.

Moody's expects to upgrade the rating on McClatchy's senior
unsecured notes to Caa2 from Caa3 (due in 2014, 2017, 2027 and
2029 plus any untendered 2011 notes) if the CFR is upgraded to
Caa1.  The ratings on any untendered senior guaranteed notes due
in 2014 and the non-extending credit facility instruments due in
2011 would remain at Caa1 and B1, respectively.  Moody's also
anticipates upgrading McClatchy's speculative grade liquidity
rating to SGL-2 from SGL-4 based on the meaningful improvement in
cushion within the amended financial maintenance covenants.
Moody's would withdraw the ratings on the 7.125% notes due 2011
and 15.75% notes due 2014 if they are retired in full via the
tender offer.  Loss given default assessments and point estimates
will be updated based on the final debt mix resulting from the
refinancing.

The proposed senior secured notes will have the same guarantee and
collateral package as the credit facility and the instruments are
ranked the same in the priority of claims waterfall.  However, the
proposed notes indenture does not contain financial maintenance
covenants that are present in the credit facility.  Maintenance
covenants provide bank lenders the ability to modify terms should
an amendment become necessary.  Accordingly, the credit facility
lenders have an ability to improve recovery prospects relative to
the notes.

The last rating action on McClatchy was on December 17, 2009, when
Moody's changed the company's outlook to developing from negative.

McClatchy, headquartered in Sacramento, California, is the third-
largest newspaper company in the U.S., with 30 daily newspapers
and approximately 50 non-dailies.  McClatchy also owns McClatchy
Interactive and holds equity investments in CareerBuilder,
Classified Ventures, and other newspaper and online properties.
Revenue was approximately $1.5 billion in 2009.


MCCLATCHY CO: S&P Puts 'CC' Rating on CreditWatch Positive
----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CC' corporate
credit rating, along with its outstanding issue-level ratings, for
The McClatchy Co. on CreditWatch with positive implications.

At the same time, S&P assigned the company's proposed $875 million
senior secured first-lien notes due 2017 its issue-level rating of
'B-' with a recovery rating of '3', indicating its expectation of
meaningful (50% to 70%) recovery for noteholders in the event of a
payment default.  The notes will be secured by the same collateral
and rank the same as the company's senior secured credit facility.
McClatchy expects to use proceeds from the notes to repay about
$614 million in bank debt balances and to refinance the company's
$166 million in outstanding senior notes due 2011 (originally
issued by Knight Ridder Inc.) and approximately $24 million 15.75%
senior notes due 2014.

S&P also assigned the company's proposed extending $201 million
Class A revolving credit facility and proposed extending
$184 million Class A term loan due 2013 its issue-level rating of
'B-' with a recovery rating of '3'.  These will be in place once
the amendment to the company's credit facilities becomes
effective.

The ratings on the proposed transactions are based on S&P's
expectation to raise the corporate credit rating on McClatchy to
'B-' with a stable outlook following the closing of the
transactions.  S&P also expects to raise the issue-level rating on
the non-extending portion of the credit facilities to 'B-', and
the issue-level ratings on the remaining senior unsecured note
issues originally issued by Knight Ridder Inc. to 'CCC', at that
time.

The expected corporate credit rating upgrade to 'B-' is due to the
significant extension of the company's maturity profile following
the transactions' closing, an adequate expected cushion in amended
covenants over at least the next 18 months, and an expectation for
a moderation in the pace of McClatchy's newspaper ad revenue
declines over the next several quarters.  The company will face no
significant debt maturities until 2013 and will have adequate
covenant headroom over at least the next 18 months, contributing
to S&P's stable outlook on the expected 'B-' rating.

Completion of the proposed transactions would extend McClatchy's
next meaningful maturity to 2013 -- when the extending credit
facility, which will likely have an outstanding amount totaling
approximately $184 million at maturity (there is no amortization
required in the proposed extending term loan), comes due.  The
portion of the company's credit facility that will not extend will
likely have an outstanding amount totaling approximately
$73 million as of December 2009 (assuming the company uses note
proceeds for bank debt repayment, as expected) and will continue
to mature in 2011.  S&P believes this is manageable given its
expectation that McClatchy will generate about $60 million in
discretionary cash flow in 2010.

The expected 'B-' rating also reflects S&P's view that newspaper
ad revenue (78% of total revenue in 2009) will moderate to a
decline of 10% in 2010 from a decline of 27% in 2009, and that
2010 EBITDA will be about flat with 2009 due to lower 2010
compensation expenditures from significant cost-cutting actions
taken in 2009.  In addition, given S&P's economists' expectation
for a moderate increase in U.S. GDP of 2.4% in 2010, S&P expects a
cyclical moderation in ad revenue declines.  Although S&P
anticipates some cyclical relief for McClatchy's newspaper
business in 2010, the expected 'B-' rating assumes that ad revenue
will continue to decline at a low-single-digit rate in 2011 and
2012, and EBITDA declines at a mid- to high-single-digit rate in
each year over this time frame.  This is due to S&P's belief that
the newspaper industry will face long-term secular challenges
related to market share erosion toward online and other forms of
advertising.


MERIDIAN RESOURCE: Bradley Louis Radoff Reports 5.8% Stake
----------------------------------------------------------
Bradley Louis Radoff beneficially owns 5,400,000 shares of Common
Stock, which represents approximately 5.8% of the shares of Common
Stock issued and outstanding of The Meridian Resource Corporation
as of January 19, 2010.

                    About Meridian Resource

Based in Houston, Texas, The Meridian Resource Corporation
(NYSE:TMR) -- http://www.tmrc.com/-- is an independent oil and
natural gas company engaged in the exploration, exploitation,
acquisition and development of oil and natural gas in Louisiana,
Texas, and the Gulf of Mexico.  Meridian has access to an
extensive inventory of seismic data and, among independent
producers, is a leader in using 3-D seismic and other technologies
to analyze prospects, define risk, target and complete high-
potential wells for exploration and development. Meridian has a
field office in Weeks Island, Louisiana.

At September 30, 2009, the Company had $190,339,000 in total
assets, including $18,090,000 in total current assets, against
$120,634,000 in total current liabilities and $17,736,000 in asset
retirement obligations.

The Company noted that its default under the debt agreements,
which has been mitigated in the short term by certain forbearance
agreements, negatively impacts future cash flow and the Company's
access to credit or other forms of capital.  There is substantial
doubt as to the Company's ability to continue as a going concern
for a period longer than the next 12 months, the Company said.
It added that it might have to seek protection under federal
bankruptcy laws if it is unable to comply with the forbearance
agreements or if those agreements expire.


MIDWAY GAMES: Wants Until February 15 to Propose Chapter 11 Plan
----------------------------------------------------------------
Midway Games Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive periods to propose a Chapter 11 Plan of Liquidation and
to solicit acceptances of that Plan until February 15, 2010, and
April 29, 2010, respectively.

Filing their request for a sixth extension, the Debtors relate
that they need to continue the negotiation with their major
creditor constituencies with respect to a proposed Plan of
Liquidation.  The Debtors add that they are in the process of
reviewing schedules and filed proofs of claim and requests for
administrative expenses.

Headquartered in Chicago, Illinois, Midway Games Inc. (OTC Pink
Sheets: MWYGQ) -- http://www.midway.com/-- was a leading
developer and publisher of interactive entertainment software for
major videogame systems and personal computers.

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No.
09-10465).  Michael D. DeBaecke, Esq., Jason W. Staib, Esq, and
Victoria A. Guilfoyle, Esq., at Blank Rome LLP, in Wilmington,
Delaware; and Marc E. Richards, Esq., and Pamela E. Flaherty,
Esq., at Blank Rome LLP, in New York, represent the Debtors in
their restructuring efforts.  Attorneys at Milbank, Tweed, Hadley
& McCloy LLP and Richards, Layton & Finger, P.A. represent the
official committee of unsecured creditors as counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing, and
balloting agent.

On July 10, 2009, Midway and certain of its U.S. subsidiaries
completed the sale of substantially all of their assets to
Warner Bros. Entertainment Inc. in a sale approved by the Court.
The aggregate gross purchase price is roughly $49 million,
including the assumption of certain liabilities.  Midway is
disposing of its remaining assets.

At June 30, 2009, the Debtors had $1.39 billion in total assets
and $1.59 billion in total liabilities.


MONTECITO AT MIRABEL: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Montecito at Mirabel Development, L.L.C., 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               $21,130,015
  B. Personal Property              $270,918
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $12,799,928
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $86,346
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $8,316,914
                                 -----------      -----------
        TOTAL                    $21,400,933      $21,203,188

Mesa, Arizona-based Montecito At Mirabel Development, L.L.C. --
dba Montecito @ Mirabel Development, LLC -- filed for Chapter 11
bankruptcy protection on December 31, 2009 (Bankr. D. Ariz. Case
No. 09-33899).  Randy Nussbaum, Esq., at Nussbaum & Gillis, P.C.,
assists the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


MOOSEHEAD FURNITURE: Plans to Obtain Funding From Insiders
----------------------------------------------------------
Furniture Today reports that Moosehead Furniture presented a plan
to obtain unsecured credit from insiders that will assist the
Company to seek alternatives to auction off its assets.  Under the
Plan, the Company will lend $10,000 from its principals -- Joshua
Tardy, Dana Connors and Edward Skovron -- to pay for premiums on
casualty and liability insurance.

The plan, report says, will avert piecemeal liquidation of the
company's assets.

Mooshead Furniture Co. makes furniture.


MORRIS PUBLISHING: Gets OK to Hire Neal Gerber as Gen. Counsel
--------------------------------------------------------------
Morris Publishing Group, LLC, et al., sought and obtained
permission from the Hon. John S. Dalis of 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: Judith Seraphin, Edwin Slavin Ask for Trustee
----------------------------------------------------------------
Judith Seraphin and Ed Slavin, local community activists in St.
Augustine, Florida, have asked the U.S. Bankruptcy Court for the
Southern District of Georgia to appoint a trustee or examiner for
Morris Publishing Group, LLC, et al., to protect the public
interest in zealous local, government and investigative reporting.

"We are longtime readers and subscribers of the St. Augustine
Record readers.  Horrified, we have watched as both the quality
and quantity of the Record's news coverage decline, with slashed
news budgets over the last 5-10 years.  We respectfully request
intervention status because Debtors have admitted that there will
be 'no change' as a result of their Chapter 11 filing," the
complainants say.

The complainants added that the "Debtors admit there will be 'no
change' but seek extraordinary relief from this Honorable Court by
erasing some $178.5 million owed to creditors . . . . Under the
current MORRIS management, Morris newspapers such as the St.
Augustine Record, The Oak Ridger, et al., have seen a decline in
the quality and quantity of news coverage as news budgets are
cut back and compromises are made in journalistic integrity so as
not to offend advertisers, especially governments (source of legal
advertisements) and businesses (especially controversial foreign-
funded developers that engage in clearcutting of our forests and
devastation of our wetlands) . . . . Saying there will be 'no
change' is a potential death sentence for smaller newspapers like
the St. Augustine Record and The Oak Ridger, because in a rapidly
changing information economy, these newspapers may die soon
without thinking anew and acting anew.  Located adjacent to large
metropolitan dailies in places like Jacksonville and Knoxville,
these smaller newspapers may wither and die under the bankruptcy
reorganization plan.  Death of these newspapers would be a clear
and present danger to our democracy, allowing wrongdoers to
prosper without investigative news coverage."

According to the complainants, refusal to cover the news
adequately, violating the standard of care, amidst cutbacks on
staff result in a death spiral of declining interest in
newspapers, Morris Publishing must be held accountable, and that
refusal to cover the news adequately is contrary to the interest
of bondholders, whose interest is in selling newspapers and
advertising, not in covering up misconduct and mismanagement by
entrenched.

The complainants ask that they and other Morris readers be
afforded notice and an opportunity to: (i) attend by telephone any
and all hearings; and (ii) present their concerns about declining
news budgets and journalistic practices after full and fair
disclosure and discovery, at an evidentiary hearing, with
mandatory testimony by Morris Communications owners and managers
about the etiology of their wretched failure to cover the news
without fear or favor due to declining news budgets.

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: Plan Confirmation Hearing Set for Feb. 17
------------------------------------------------------------
Editor and Publisher relates a federal bankruptcy court set a
hearing on Feb. 17, 2010, to consider confirmation of Morris
Publishing Group's prepackaged plan.

The Plan will reduce bondholder debt through the issuance of
$100 million of new second lien secured notes due in 2014 in
exchange for the cancellation of approximately $278.5 million
principal amount of outstanding senior subordinated notes due 2013
plus accrued interest.

Holders of approximately 93% of the existing notes voted to
support the filing of a prepackaged reorganization plan in
bankruptcy court.

Under the prepackaged plan, Morris Publishing will reduce its
overall indebtedness from approximately $415 million to
$126.5 million.  The new notes will bear interest of at least
10 percent, but could bear interest up to 15 percent, some of
which may be paid in-kind until Morris Publishing repays its
remaining senior debt.  The company reduced its senior
indebtedness by $110 million last fall.

The company will continue to operate its 13 daily newspapers,
its non-daily newspapers, its websites, city magazines and
free community newspapers without interruption.  Readers and
advertisers should notice no change in operations.  All
obligations to employees and vendors will be met in full.

                      About Morris Publishing

Morris Publishing Group, LLC -- http://www.morrisrestructures.com/
and http://www.morris.com/-- 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.

Morris Publishing Group LLC filed for Chapter 11 on Jan. 19, 2010
(Bankr. S.D. Ga. Case No. 10-10134).  Neal, Gerber & Eisenberg LLP
serves as counsel.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.  The petition says assets and debts are
$100 million to $500 million.


MORRIS PUBLISHING: Wants Hull Barrett as Special Corporate Counsel
------------------------------------------------------------------
Morris Publishing Group LLC, et al., have sought permission from
the Hon. John S. Dalis of the U.S. Bankruptcy Court for the
Southern District of Georgia to employ the attorneys of Hull
Barrett, PC, as special corporate counsel, nunc pro tunc to the
Petition Date.

Hull Barrett's professionals who will work on the case include
Douglas D. Batchelor Jr., Mark S. Burgreen, Thomas L. Cathey,
Susan M. Clapp, Neal W. Dickert, Davis Dunaway, J. Chris Driver,
James B. Ellington, Michael E. Fowler, George R. Hall, R.E. Hanna
111, David E. Hudson, Lawton Jordan Jr., William J. Keogh 111,
Alana R. Kyriakakis, Darren G. Meadows, Timothy E. Moses, Patrick
J. Rice, Paul K. Simons, F. Michael Taylor, John B. West, and
James S.V. Weston.

Hull Barrett will represent the Debtors in connection with
specified legal matters, including work related to the Debtors'
corporate, employment, environmental, financing, intellectual
property, litigation, media law, property, regulatory, securities
and tax matters currently pending or arising in the ordinary
course of the Debtors' businesses.  Hull Barrett may also work
with the Debtors and their general bankruptcy counsel and local
bankruptcy counsel to coordinate with them, to prevent duplication
of efforts.

Douglas D. Batchelor, et al., of Hull Barrett, PC, say that the
firm's hourly billing rates are:

     Members & Counsel            $140 - $270
     Associates                   $135 - $170
     Paraprofessionals             $50 - $105

The Debtors assure the Court that Hull Barrett 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.


MOUNTAIN VIEW: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Mountain View Manor Limited Partnership
        P.O. Box 8019
        Glendale, AZ 85312

Bankruptcy Case No.: 10-02013

Chapter 11 Petition Date: January 27, 2010

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

Debtor's Counsel: Jeffrey S. Leonard, Esq.
                  Sacks Tierney P.A..
                  4250 N. Drinkwater Blvd., 4th Floor
                  Scottsdale, AZ 85251
                  Tel: (480) 425-2600
                  Fax: (480) 970-4610
                  Email: jeffrey.leonard@sackstierney.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 James H. Custer, president of the
general partner of the Company.


MTI TECHNOLOGY: Court to Continue Plan Outline Hearing on April 8
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will continue to consider at a hearing on April 8, 2010, at
10:30 a.m., MTI Technology Corp.'s original Disclosure Statement
relating to its Plan of Liquidation.  The hearing will be held at
Courtroom 5A, 411 W Fourth St., Santa Ana, California.

As reported in the Troubled Company Reporter on July 17, 2009, the
Plan contemplates the transfer of all assets of the Debtor,
including the prosecution of causes of action, to an MTI
Liquidating Trust, which will liquidate the assets and distribute
the proceeds thereof to holder of allowed claims and allowed
unclassified claims in satisfaction of the Debtor's obligations.

In the event that all allowed claims are paid in full, any
remaining amounts will be turned over by the MTI Liquidating Trust
to a "Pour-over Account", and the Equity Disbursing Agent -- who
will be appointed by the liquidating trustee -- will make
distributions to holders of interests.

The Plan classifies and treat claims and interests in this manner:

  Class  Claim/Interest   Treatment                     Recovery
  -----  --------------   ---------                     --------
   n/a   Administrative   $456,094 in professional        100%
         Claims           fee claims will be paid
                          in full on the Plan's
                          effective date or to
                          a later specified
                          date.

   n/a   Priority Tax     Tax claims totaling             100%
         Claims           $44,700 will be paid
                          before the effective
                          date in full in cash
                          on the effective date
                          or 15 days after the
                          claim is allowed

    1    Secured Claim    Currently estimated             100%
                          to be zero, any holder
                          of an allowed secured cliam
                          will receive its collateral;
                          proceeds from the sale
                          of its collateral; or
                          cash in the amount of its
                          claim, or other distributions
                          that leaves the rights of
                          the claimants as unimpaired

    2    Priority Non     Expected to be $663,407,        100%
         Tax Claims       the claims will be paid
                          in cash in full.

    3    General          Expected to aggregate            11%
         Unsecured        $11,358,866, holders
         Claims           of these claims will
                          receive an allocated
                          interest in the MTI
                          Trust. It will receive
                          a pro rata distribution
                          from the proceeds of
                          the MTI Trust.

     4   Subordinated     Will receive an                  0%
         General          allocated interest
         Unsecured        in the MTI Trust
         Claims           but no distributions
                          will be made to
                          holders of subordinated
                          claims unless all allowed
                          gen. unsecured claims
                          in Class 3 are paid in
                          full.

    5    All Interest.    All interests will be          None
                          cancelled. Each holder
                          will receive pro rata
                          distributions of cash
                          from the Equity Pour-over
                          Account.

Holders of claims in Classes 3 and 4 will be entitled to vote on
the Plan as their interest are impaired.  Holders of interests in
Class 5 will be deemed to reject and won't receive ballots from
the Debtors.

On the effective date, the official committee of unsecured
creditors will be disbanded, but members of that committee will
form the MTI Trust Committee.

Headquartered in Tustin, California, MTI Technology Corp. --
http://www.mti.com/-- was a global provider of end-to-end
information infastructure for mid to large size companies.  At the
time of its bankruptcy filing, the Debtor had three primary groups
of assets, the majority of which have now been sold:

  (1) European Subsidiaries - The Debtor owned all of the issued
      and outstanding capital stock of each of MTI Technology
      GmbH, incorporated in Germany, MTI Technology Limited,
      incorporated in Scotland, and MTI France S.A.S.,
      incorporated in France.

  (2) A U.S.-based service division known as "Collective", which
      was acquired by the Debtor approximately 18 months ago.

  (3) A separate, U.S.-based sales and service division other
      than Collective.

The Company filed for Chapter 11 protection on Oct. 15, 2007
(Bankr. C.D. Calif. Case No. 07-13347).  Ivan L. Kallick, Esq., at
Mannatt Phelps & Phil; Christine M. Fitzgerald, Esq., and Eve A.
Marsella, Esq., at Clarkson, Gore & Marsella APLC, represent the
Debtor as counsel.  Omni Management Group LLC serves as the
Debtor's claim, noticing and balloting agent.  The U.S. Trustee
for Region 16 appointed nine creditors to serve on an Official
Committee of Unsecured Creditors in the Debtor's case.  Winthrop
Couchot Professional Corporation represents the Committee as
general insolvency counsel.  As of Aug. 21, 2007, the Debtor had
total assets of $19,955,578 and total debts of $33,093,308.


NATIONAL HOME: Has Continued Access to JPMorgan Cash Collateral
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Arkansas
authorized, on an interim basis, National Home Centers, Inc., to:

   -- use the cash securing repayment of obligation to its
      prepetition lenders; and

   -- grant adequate protection to its prepetition lenders.

A hearing on the Debtor's continued access to cash collateral will
be held on February 16, 2010, at Fayetteville Division.

JPMorgan Chase Bank, as lender and agent for financial institution
The CIT Group/Business Credit, Inc., provided a pre-petition
credit facility to the Debtor.  As of the Petition Date, the
principal amount owed to the secured lenders under the credit
agreement dated August 12, 2004, is approximately $11,808,000.
The value of the collateral securing the debt as of the petition
date is $32,456,706.  The value of the collateral upon which the
secured lenders would lend was $15,756,135, excluding the value of
real estate.

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

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the prepetition lenders
replacement liens, subject to carve out.

                    About National Home Centers

National Home Centers, Inc. -- One Source Home & Building Center
and Cleburne County Building Center -- operates storage units in
Springdale, Arizona.  The Company filed for Chapter 11 bankruptcy
protection on December 8, 2009 (Bankr. W.D. Ark. Case No. 09-
76195).  Charles T. Coleman, Esq.; Judy Simmons Henry, Esq.; and
Kimberly Wood Tucker, Esq., at Wright, Lindsey & Jennings assist
the Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in liabilities.


NATURAL PRODUCTS: Files for Bankruptcy, To Obtain $20MM Financing
-----------------------------------------------------------------
Natural Products Group LLC and its affiliates made a voluntary
filing under Chapter 11 on January 27 (Bankr. D. Del. Lead Case
No. 10-10239).

The petition says that Natural Products has assets of $100 million
to $500 million against debts of $500 million to $1 billion.

Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Fox
Rothschild LLP, represents the Debtors in their restructuring
effort.

Tom Hals at Reuters reports that Natural Products expects to
emerge from bankruptcy within 60 days.  Accoridng to the report,
the Company said it wants to borrow $20 million in postpetition
financing to fund operations during its bankruptcy.  Lenders owed
about $530 million will own 85% of the reorganized company's
equity under a restructuring plan, and Harvest Partners LP's
equity will be wiped out.

The Company has $286 million in assets, and $804 million in
liabilities, according to a court document.

Based in Irvine, California, Natural Products Group owns Nature's
Gate line of organic shampoos and soap.


NATURAL PRODUCTS: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Natural Products Group, LLC
        1209 Orange Street
        Wilmington, DE 19801

Bankruptcy Case No.: 10-10239

Debtor-affiliate filing separate Chapter 11 petition:

    Entity                                 Case No.
    ------                                 --------
Arbonne Intermerdiate Holdco, Inc.         10-10240
Levlad Intermediate Holdco, Inc.           10-10241
Arbonne International, LLC                 10-10242
Levlad, LLC                                10-10243
Arbonne Institute of Research and          10-10244
Development, LLC
Arbonne International Holdings, Inc.       10-10245
Arbonne International Distribution, Inc.   10-10246

Chapter 11 Petition Date: January 27, 2010

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

About the Business:

Debtors' Counsel: Eric Michael Sutty, Esq.
                  Fox Rothschild LLP
                  Citizens Bank Center, Suite 1300
                  919 North Market Street
                  P.O. Box 2323
                  Wilmington, De 19899-2323
                  Tel: (302) 654-7444
                  Fax: (302656-8920
                  Email: esutty@foxrothschild.com

                  Jeffrey M. Schlerf, Esq.
                  Fox Rothschild LLP
                  Ctizens Bank Center, Suite 1300
                  919 North Market Street
                  P.O. Box 2323
                  Wilmington, DE 19899-2323
                  Tel: (302) 654-7444
                  Fax: (302) 656-8920
                  Email: jschlerf@foxrothschild.com

                  John H. Strock, III, Esq.
                  Fox Rothschild LLP
                  919 N. Market St., Suite 1300
                  P.O Box 2323
                  Wilmington, DE 19899-2323
                  Tel: (302) 427-5510
                  Fax: (302) 656-8920
                  Email: jstrock@frof.com

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

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

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

             http://bankrupt.com/misc/deb10-10239.pdf

Debtor's List of 30 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Wilmington Trust FSB       Bank Loan              $201,729,032
Attn: Boris Treyger
591 Broadway, Suite 2A
New York, NY 10012

Corwood Laboratorie        Vendor                 $594,784
Attn: Gayle Smart
55 Arkay Drive
Hauppauge, NY 11788

CRODA                      Vendor                 $374,782
Attn: Corporate Officer/
Authorized Agent
300A Columbus Circle
Edison, NJ 08837-3907

Tiffany & Co.              Vendor                 $351,099
Attn: Corporate Officer/
Authorized Agent
727 Fifth Ave.
New York, NY 10022

DesignWorx Packaging Inc.  Vendor                 $292,574
Attn: Laura Nakauchi/
Debbie Monroe
31 Orchard Road Lake
Lake Forest, CA 92630

Thoro Packaging            Vendor                 $243,006
Attn: Corporate Officer/
Authorized Agent

Ross Organic Specialty     Vendor                 $241,807
Sales
Attn: Corporate Officer/
Authorized Agent

Crystal International      Vendor                 $219,217
Attn: Corporate Officer/
Authorized Agent

Oxygen-Development         Vendor                 $200,849
Attn: Corporate Officer/
Authorized Agent

Ashland Chemical           Vendor                 $179,144
Attn: Virginia Clark

Berlin Packaging LLC       Vendor                 $145,388
Attn: Evelyn Anderson

SILAB                      Vendor                 $124,560
Attn: Corporate Officer/
Authorized Agent

UBS Printing Group Inc.    Vendor                 $121,849
Attn: Corporate Officer/
Authorized Agent

Cosmolab Inc.              Vendor                 $113,715
Attn: Jeff Kinnaird

Unix Industries Inc.       Vendor                 $110,722
Attn: Corporate Officer/
Authorized Agent

Chemtec Chemical           Vendor                 $107,971
Attn: Kathy De Santos

Elcos Co Ltd.              Vendor                 $107,906
Attn: Corporate Officer/
Authorized Agent

Acupac Packaging In        Vendor                 $102,467
Attn: Carol Starr

Gattefosse                 Vendor                 $101,802
Attn: Corporate Officer/
Authorized Agent

Impress Communications     Vendor                 $100,635
Inc.
Attn: Corporate Officer/
Authorized Agent

Al-Chain Limited           Vendor                 $98,038
Attn: Corporate Officer/
Authorized Agent

Golden State Container     Vendor                 $97,439
Attn: Corporate Officer/
Authorized Agent

Compax                     Vendor                 $92,394
Attn: Jacqui Mansur Sutton

Meridian Graphics          Vendor                 $91,296
Attn: Craig Miller

Natural Alternatives       Vendor                 $89,768
International
Attn: Corporate Officer/
Authorized Agent

AT&T                       Vendor                 $89,316
Attn: Legal Office/
Bankruptcy Department

Univar USA Inc.            Vendor                 $86,443
Attn: Inara Alksnis

Seppic Inc.                Vendor                 $76,821
Attn: Corporate Officer/
Authorized Agent

Symrise                    Vendor                 $75,430
Attn: Corporate Officer/
Authorized Agent

Private Label Cosmetics    Vendor                 $70,019
Inc.
Attn: Debra Shaver

The petition was signed by Mark I. Lehman, chief financial offier
and secretary of the Company.


NEENAH FOUNDRY: Dale Parker On Board as Chief Financial Officer
---------------------------------------------------------------
Neenah Enterprises, Inc., said Dale E. Parker, currently the Chief
Financial Officer of PaperWorks Industries Inc., in Philadelphia,
Pennsylvania, has accepted the position of Chief Financial Officer
for NEI.

Mr. Parker will replace Jeffrey S. Jenkins, who resigned for
personal reasons and will return to the Lincoln, Nebraska area.
Mr. Jenkins has agreed to continue to be available to support NEI
for a six-month transition period.

Mr. Parker, 58, who has an MBA from Xavier and is a CPA, has
served as Chief Financial Officer at various public and private
companies, including 6 years as Vice President and Chief Financial
Officer at Appleton Papers, where he also served on the Board of
Directors.

From May 2007 to December 2008, Mr. Parker served as Chief
Financial Officer of Paper Resources Inc., a producer of medium
and consumer packaging.  From September 2006 to May 2007, Mr.
Parker was Chief Financial Officer at Vitex Packaging Group, a
manufacturer of packaging for tea and coffee brands.  From 2000 to
2006, Mr. Parker served as Vice President, Chief Financial
Officer, and board member of Appleton Papers, Inc.  Mr. Parker has
also been a director of Hickory Tech Corporation since 2006 and
has served as Vice Chair of the Hickory Tech Board of Directors
since January 2009.  From June 1975 to January 2000, Mr. Parker
worked with Black Clawson Companies, in Cincinnati, New York and
Baltimore where he last served as Vice President and Chief
Financial Officer.

The principal terms of Mr. Parker's employment include (i) a base
salary of $250,000, (ii) participation in the Company's annual
incentive plan, with an annual cash target award of 40% of his
base salary, (iii) participation in an interim long term incentive
plan in the amount of 40% of his base salary, (iv) participation
in executive benefit plans that are made available to other
comparable executives, which includes health and life insurance
benefits and use of a Company car, and (v) payment or
reimbursement of certain relocation expenses.

"We look forward to someone of Dale's experience and seniority
joining our team," said NEI President and Chief Executive Officer,
Bob Ostendorf.  "As NEI continues to navigate through challenging
financial times, Dale's leadership ability will be a valuable
asset.  We are also grateful that Jeff will be available to
support an orderly transition.  In addition, we would like to
thank Jeff for his significant contribution over the twenty (20)
years of service he has provided to NEI (Deeter).  We wish him
well in his personal and professional life."

             About Neenah Enterprises & Neenah Foundry

Headquartered in Neenah, Wisconsin, Neenah Enterprises, Inc. --
http://www.nfco.com/-- is the indirect parent holding company of
Neenah Foundry Company.  Neenah Foundry Company and its
subsidiaries manufacture and market a wide range of iron castings
and steel forgings for the heavy municipal market and selected
segments of the industrial markets.  Neenah is one of the largest
independent foundry companies in the United States, with
substantial market share in the municipal and various industrial
markets for gray and ductile iron castings and forged steel
products.

Neenah Enterprises (formerly ACP Holding Company) has no business
activity other than its ownership of NFC Castings, Inc.  Neenah
Foundry is a wholly owned subsidiary of NFC Castings, Inc.

                        Going Concern Doubt

As reported by the Troubled Company Reporter on January 18, 2010,
Ernst & Young LLP, in Milwaukee, Wisconsin, expressed substantial
doubt about Neenah Foundry Company and subsidiaries' ability to
continue as a going concern after auditing the Company's
consolidated financial statements as of and for the years ended
September 30, 2009, and 2008.  The independent public accounting
firm pointed to the Company's recurring losses and lack of
liquidity.

The Company failed to satisfy its minimum fixed charge coverage
ratio under the 2006 Credit Facility with respect to its 2009
fiscal year.  On November 10, 2009, the borrowers under the 2006
Credit Facility entered into a forbearance agreement with the
lenders of the 2006 Credit Facility.  Pursuant to the forbearance
agreement, the lenders agreed to, among other things, forbear from
exercising certain of the lenders' rights and remedies in respect
of or arising out of certain specified defaults that had occurred
as of November 10, 2009, and that are expected to occur during the
effective period of the forbearance agreement

Effective December 23, 2009, the lenders agreed to, among other
things, waive certain additional specified defaults.  The
forbearance agreement has been extended several times, and is
currently slated to expire January 29, 2010.  In the event the
lenders under the 2006 Credit Facility cause the amounts borrowed
to become due and immediately payable, the 9-1/2% Notes and
12-1/2% Notes would also become due and immediately payable.

In addition, the Company has not made the interest payments due
January 1, 2010, on its 9-1/2% Notes and 12-1/2% Notes and may not
be able to make such payments prior to the expiration of the
applicable grace period.


NEENAH FOUNDRY: Absent Extension, Forbearance Pact Expires Today
----------------------------------------------------------------
Neenah Foundry Company and certain subsidiaries of Neenah on
November 10, 2009, entered into an Amendment No. 2 to Amended and
Restated Loan and Security Agreement and Forbearance Agreement
with Bank of America, N.A., as administrative agent and as a
lender, and the other lenders party thereto, with respect to an
Amended and Restated Loan and Security Agreement, dated as of
December 29, 2006, among the Borrowers and the Lenders from time
to time party thereto.

Pursuant to the Forbearance Agreement, the Lenders agreed to,
among other things, forbear from exercising certain of the
Lenders' rights and remedies in respect of or arising out of
certain specified defaults through December 23, 2009, which was
subsequently extended through January 22, 2010.

Effective as of January 22, 2010, the Borrowers entered into a
Third Forbearance Extension with the Lenders, pursuant to which
the Lenders agreed to, among other things, extend the expiration
date of the Forbearance Agreement to January 29, 2010.  The
Borrowers paid an extension fee of $25,000 in connection with the
extension.

             About Neenah Enterprises & Neenah Foundry

Headquartered in Neenah, Wisconsin, Neenah Enterprises, Inc. --
http://www.nfco.com/-- is the indirect parent holding company of
Neenah Foundry Company.  Neenah Foundry Company and its
subsidiaries manufacture and market a wide range of iron castings
and steel forgings for the heavy municipal market and selected
segments of the industrial markets.  Neenah is one of the largest
independent foundry companies in the United States, with
substantial market share in the municipal and various industrial
markets for gray and ductile iron castings and forged steel
products.

Neenah Enterprises (formerly ACP Holding Company) has no business
activity other than its ownership of NFC Castings, Inc.  Neenah
Foundry is a wholly owned subsidiary of NFC Castings, Inc.


NOVELOS THERAPEUTICS: Reduces Shares to Be Registered
-----------------------------------------------------
Novelos Therapeutics, Inc., filed with the Securities and Exchange
Commission Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933.

On September 15, 2009, Novelos Therapeutics filed a Registration
Statement on Form S-1 (File No. 333-161922) registering the
resale, from time to time, of 58,745,592 shares of the Company's
common stock, par value $0.00001 per share, issuable upon
conversion of Series E preferred stock and upon exercise of
warrants held by the selling stockholders named therein.
Amendment no. 2 to the Registration Statement reduces the number
of shares registered thereunder to 19,000,000, all of which shares
are issuable upon conversion of the Company's Series E preferred
stock.  The Company withdraws the registration of the remaining
39,475,592 shares of common stock.

A full-text copy of the Amendment to the Registration Statement is
available at no charge at http://ResearchArchives.com/t/s?4ed1

                   About Novelos Therapeutics

Based in Newton, Massachusetts, Novelos Therapeutics, Inc. is a
drug development company focused on the development of
therapeutics for the treatment of cancer and hepatitis.  Novelos
owns exclusive worldwide intellectual property rights (excluding
Russia and other states of the former Soviet Union, but including
Estonia, Latvia and Lithuania) related to certain clinical
compounds and other pre-clinical compounds based on oxidized
glutathione.

At September 30, 2009, the Company had $5,996,461 in total assets
against total current liabilities of $7,408,800, deferred revenue
-- noncurrent of $408,334, redeemable preferred stock of
$20,381,810.  At September 30, 2009, the Company had accumulated
deficit of $63,211,609 and stockholders' deficiency of
$22,202,483.

Novelos Therapeutics said it will require additional capital to
continue operations beyond the third quarter of 2010.  Novelos
Therapeutics noted the report from its independent registered
public accounting firm dated March 17, 2009 and included with its
annual report on Form 10-K indicated that factors existed that
raised substantial doubt about its ability to continue as a going
concern.


NOVELOS THERAPEUTICS: Registers 12.5MM Shares Under Employee Plans
------------------------------------------------------------------
Novelos Therapeutics, Inc., filed with the Securities and Exchange
Commission a Form S-8 Registration Statement to register in the
aggregate 12,509,825 shares issuable under the Novelos
Therapeutics, Inc. 2006 Stock Incentive Plan; 2000 Stock Option
and Incentive Plan; Nonqualified Option Issuances.

A full-text copy of the Registration Statement is available at no
charge at http://ResearchArchives.com/t/s?4ed2

                   About Novelos Therapeutics

Based in Newton, Massachusetts, Novelos Therapeutics, Inc. is a
drug development company focused on the development of
therapeutics for the treatment of cancer and hepatitis.  Novelos
owns exclusive worldwide intellectual property rights (excluding
Russia and other states of the former Soviet Union, but including
Estonia, Latvia and Lithuania) related to certain clinical
compounds and other pre-clinical compounds based on oxidized
glutathione.

At September 30, 2009, the Company had $5,996,461 in total assets
against total current liabilities of $7,408,800, deferred revenue
-- noncurrent of $408,334, redeemable preferred stock of
$20,381,810.  At September 30, 2009, the Company had accumulated
deficit of $63,211,609 and stockholders' deficiency of
$22,202,483.

Novelos Therapeutics said it will require additional capital to
continue operations beyond the third quarter of 2010.  Novelos
Therapeutics noted the report from its independent registered
public accounting firm dated March 17, 2009 and included with its
annual report on Form 10-K indicated that factors existed that
raised substantial doubt about its ability to continue as a going
concern.


PENN TRAFFIC: Gets Final OK to Access Secured Lenders Cash
----------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware, in a final order, authorized The Penn
Traffic Company, et al., to use the cash collateral securing their
obligation to their prepetition lenders.

The Debtors would use the money to fund their Chapter 11 case, pay
suppliers and other parties.

Prepetition the Debtors entered into two credit facilities: (1)
the first lien credit facility -- with General Electric Capital
Corporation as the administrative agent -- which provided a (a)
revolving credit facility in the aggregate principal amount of
$50,000,000 inclusive of a letter of credit facility in the
aggregate principal amount of $47,500,000 and a swing line
facility in the aggregate principal amount of $7,500,000 and (b) a
term loan in the aggregate principal amount of $6,000,000; and (2)
the second lien credit facility -- with Kimco Capital Corp. as
administrative agent -- a term loan in the aggregate principal
amount of $10,000,000.

As adequate protection for any diminution in value of their
collateral postpetition, the first lien agent and first lien
lenders are granted valid, perfected and enforceable security
interest upon all of the assets of the Debtors.  The first lien
agent is granted an administrative claim and will be paid cash
payments of interest at the default rate and at the times required
under the first lien credit agreements.  The Debtors will also pay
to any bank issuing postpetition letters of credit and the first
lien agent for itself and on behalf of the first lien lenders any
reasonable fees and expenses of legal counsel, financial advisors,
auditors, appraisers and other consultants within ten business
days after the delivery of an invoice.  The second lien agent and
second lien lenders are granted valid, perfected and enforceable
security interest subject to the terms and conditions equivalent
to a lien granted under Bankruptcy Code sections 364(c) and (d) in
the Collateral.  The Second Lien Agent is granted an
administrative claim and will also be paid cash payments of
interest at the default rate and at the times required under the
second lien credit agreements.  The Debtors will pay to second
lien agent for itself and on behalf of the second lien lenders any
reasonable fees and expense of legal counsel, 10 business days
after the delivery of an invoice.

The Debtor's access to the cash collateral will terminate on (i)
May 31, 2010, or (ii) the occurrence of a termination event.

                       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.


PH GLATFELTER: Moody's Assigns 'Ba2' Rating on $100 Mil. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to P. H.
Glatfelter's proposed $100 million senior notes due 2016 and
assigned an SGL-2 speculative grade liquidity rating.  The rating
outlook is stable.  The expected use of proceeds from the note
offering is to partially fund the recently announced acquisition
of Concert Industries Corporation, a manufacturer of highly
absorbent cellulose-based airlaid non-woven materials.  The new
notes will be unsecured and will rank equally in right of payment
with all of the company's existing senior unsecured indebtedness.
Glatfelter's Ba2 corporate family rating reflects the company's
leading market position in niche segments of the specialty paper
markets, the company's timberland holdings whose sale proceeds may
be used for debt reduction and the company's limited exposure to
commodity products.  Offsetting these strengths is the decreasing
demand for some of the company's paper products due to electronic
substitution and competition from other grades of paper, the
company's relatively small size, and the company's exposure to
potential contingencies associated with environmental issues.  The
declining demand for the company's products such as carbonless
papers requires the company to continually invest to develop new
products and business initiatives.

The SGL-2 liquidity rating indicates that Glatfelter has a good
liquidity profile supported by expectations of positive free cash
flow generation over the next four quarters, significant
availability under its revolving credit facilities, and
expectations that compliance with financial covenants will not
pose a problem over the near term.  Moody's considers Glatfelter's
alternative liquidity potential to be strong due to the remaining
timberlands that can be sold to augment liquidity.  Glatfelter's
current cash position of approximately $136 million will
significantly decrease when the acquisition is financed.  The
company has no material term debt maturities until 2016, however,
the company's revolving credit facility which may be used to
partially finance the acquisition, is set to expire in April 2011.

The stable rating reflects Moody's expectations that Glatfelter's
earnings and cash flow metrics will remain appropriate to support
a Ba2 rating over the near-to-mid term.

Assignments:

Issuer: P. H. Glatfelter Company

  -- Speculative Grade Liquidity Rating, Assigned SGL-2

  -- Senior Unsecured Regular Bond/Debenture, Assigned Ba2, LGD4,
     56%

Moody's last rating action was on January 14, 2010, when
Glatfelter's Ba2 corporate family and senior unsecured debt
ratings were affirmed following the company entering into a
definitive agreement to acquire Concert.

Headquartered in York, Pennsylvania, Glatfelter is a manufacturer
of specialty papers and engineered products.  The North American
based Specialty Papers business includes papers used for book
publishing, envelope and lightweight printing, carbonless paper
and engineered products used for digital printing, graphics
applications, signage and labeling.  The European based Composite
Fibers business includes tea bags, coffee filters, metallized
labels, laminate flooring and counter tops.


QUANTUM CORP: Amends Bylaws to Implement Majority Vote Standard
---------------------------------------------------------------
The Board of Directors of Quantum Corporation on January 20, 2010,
approved and adopted an amendment to the Company's bylaws to
implement a majority vote standard for directors in an uncontested
election of directors.  Under the majority vote standard, to be
elected to the Board in an uncontested election, a nominee
director must receive a greater number of votes "for" than votes
"against."  The bylaws retain plurality voting for contested
elections.  The Amendment became effective upon adoption by the
Board.

In connection with the Amendment, the Board also adopted a policy
in furtherance of the majority voting principles of the Amendment.
Under the Board's policy, in uncontested elections, an incumbent
director nominee who does not receive the required votes for re-
election is expected to tender his or her resignation to the
Board.  The Corporate Governance and Nominating Committee will
recommend to the Board whether to accept or reject the tendered
resignation, and the Board will act on the committee's
recommendation.

                          About Quantum

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

As of September 30, 2009, the Company had $501.6 million in total
assets against $247.2 million in total current liabilities and
$352.9 million in total long-term liabilities, resulting in
$98.5 million in stockholders' deficit.

                          *     *     *

As reported by the Troubled Company Reporter on July 10, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Quantum Corp. to 'B-' from 'CC'.  S&P also raised the
company's subordinated rating to 'CCC' from 'C'.  S&P has removed
all ratings from CreditWatch, where they were placed on April 3,
2009.  The outlook is negative.

The TCR said July 8, 2009, Moody's Investors Service upgraded
Quantum's corporate family rating and probability of default
rating each to B3, from Caa1 and Ca, respectively, following the
announcement that the Company has repurchased more than
$135 million of its 4.375% Convertible Subordinated Notes due
2010.  The rating outlook is positive.


QUANTUM TECHNOLOGIES: Receives Delisting Notice From Nasdaq
-----------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., announced that
on January 26, 2010, it filed its Annual Report on Form 10-K for
the fiscal year ended April 30, 2009.  The Company remains
delinquent in filing its Quarterly Reports on Form 10-Q for the
fiscal quarters ended July 31, 2009 and October 31, 2009.  As
previously reported, The Nasdaq Stock Market granted the Company
an exception until January 25, 2010, to file the Annual Report and
the Quarterly Reports and regain compliance with Nasdaq's Listing
Rule 5250(c)(1).

Because the Company was unable to file the Quarterly Reports and
regain full compliance with the Nasdaq Rule by January 25, 2010,
on January 26, 2010, the Company received a letter from Nasdaq
stating that the Company's common stock will be delisted from the
Nasdaq Global Market at the opening of business on February 4,
2010, unless the Company requests an appeal by February 2, 2010.
The Company will appeal the staff determination by requesting a
hearing with a Nasdaq Hearings Panel.  The hearing request will
automatically stay the delisting for a period of 15 calendar days,
until February 17, 2010.  The Company's common stock will continue
to trade on Nasdaq during the automatic 15 day stay period.

Although the Company expects to file the delinquent Quarterly
Reports on or before February 17, 2010, the Company will request a
stay of the delisting past February 17, 2010, through the hearing
date to provide the Company with additional time, if required, to
file the delinquent Quarterly Reports.  If the Company's request
is granted to stay the delisting past February 17, 2010, through
the hearing date, then the Company's common stock will continue to
trade on Nasdaq through the hearing date.  There can be no
assurance, however, that the Company's request to stay the
delisting past February 17, 2010, will be granted.

2009 Annual Meeting of Stockholders and Stockholder Proposals

On January 26, 2010, Quantum announced that it will hold its 2009
Annual Meeting of Stockholders on March 30, 2010.

Because the date of the 2009 Annual Meeting has been moved by more
than 30 days from the date of the Company's 2008 Annual Meeting of
Stockholders, proposals of stockholders intended to be included in
the Company's proxy materials for the 2009 Annual Meeting must be
received by the Company prior to the close of business on
February 6, 2010.  Such proposals must be sent to the Corporate
Secretary at 17872 Cartwright Road, Irvine, California 92614.  All
proposals must comply with the requirements of Rule 14a-8 under
the Securities Exchange Act of 1934, as amended, regarding the
inclusion of stockholder proposals in company-sponsored proxy
materials.  Stockholder proposals failing to comply with the
procedures of Rule 14a-8 will be excluded.

Stockholders also have the right under the Company's Amended and
Restated Bylaws to directly nominate director candidates and make
other stockholder proposals by following specified procedures in
advance notice provisions in the Bylaws.  A stockholder proposal
not included in the Company's proxy materials for the 2009 Annual
Meeting will not be eligible for presentation at the 2009 Annual
Meeting unless the stockholder gives timely notice of the proposal
in proper written form to the Corporate Secretary at the address
above and otherwise complies with the provisions in the Bylaws
pertaining to stockholder proposals.  Pursuant to the Bylaws, in
order for notice of a stockholder proposal to be timely given,
such notice must be received by the Corporate Secretary not later
than the close of business on February 6, 2010.  Such notice must
set forth for each matter proposed to be brought before the 2009
Annual Meeting (a) as to each person whom the stockholder proposes
to nominate for election or re-election as a director, all
information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A
under the Exchange Act, including such person's written consent to
being named in the proxy statement as a nominee and to serving as
a director if elected; (b) as to any other business that the
stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting
and any material interest in such business of such stockholder and
the beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or
proposal is made, (i) the name and address of such stockholder, as
they appear on the Company's books, and of such beneficial owner,
and (ii) the class and number of shares of the Company which are
owned beneficially and of record by such stockholder and such
beneficial owner.

                          About Quantum

Quantum Fuel Systems Technologies Worldwide, Inc., a fully
integrated alternative energy company, -- http://www.qtww.com/--
is a leader in the development and production of advanced
propulsion systems, energy storage technologies, and alternative
fuel vehicles.  Quantum's portfolio of technologies includes
advanced lithium-ion battery systems, electronic controls, hybrid
electric drive systems, hydrogen storage and metering systems, and
alternative fuel technologies that enable fuel efficient, low
emission hybrid, plug-in hybrid electric, fuel cell, and
alternative fuel vehicles.  Quantum's powertrain engineering,
system integration, vehicle manufacturing, and assembly
capabilities provide fast-to-market solutions to support the
production of hybrid and plug-in hybrid, hydrogen-powered hybrid,
fuel cell, alternative fuel, and specialty vehicles, as well as
modular, transportable hydrogen refueling stations.  Quantum's
customer base includes automotive OEMs, dealer networks, fleets,
aerospace industry, military and other government entities, and
other strategic alliance partners.


RONNAL LONDON: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Ronnal London
               Sharon London
               2000 Morgan Road
               Southlake, TX 76092

Bankruptcy Case No.: 10-40570

Chapter 11 Petition Date: January 27, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtors' Counsel: Eric A. Liepins, Esq.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  Email: eric@ealpc.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 $4,221,300
and total debts of $1,641,967.

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/txnb10-40570.pdf

The petition was signed by the Joint Debtors.


SCHARF PROPERTIES: Files for Chapter 11 Bankruptcy in Portland
--------------------------------------------------------------
Darryl Swan at The South County Spotlight says Scharf Properties
Ltd. filed for bankruptcy in U.S. Bankruptcy Court in Portland.  A
second meeting of creditors was on Jan. 26, 2010, in response to
an earlier meeting in which the company's general partner David
Scharf failed to appear.

According to the report, the Company stood the most to gain from
last year's $4.2 million federal stimulus package for the
extension of Havlik Road.


SEA ISLAND: Has Forbearance Agreement with Lending Group
--------------------------------------------------------
Sea Island Company's Board of Directors has approved the retention
of an investment bank to review strategic alternatives for the
Company.  At the same time, the Company said it has reached a
forbearance agreement with its lending group after defaulting on
its three-year debt restructuring agreement.

The decision to retain an investment bank has the full support of
the lending group, led by Columbus Bank and Trust, and the review
is expected to be completed in a timely manner.  The Company is
confident it has sufficient liquidity to maintain its high
standards of member and guest services throughout this process.

"Over the past year-and-a-half, Sea Island's management and Board
of Directors have taken decisive action to address the significant
downturn of our industry and our near-term obligations to lenders.
Unfortunately, even as we took these prudent actions, the market
deterioration continued," stated Bill Jones III, Chairman and
Chief Executive Officer of Sea Island Company, in messages to
employees and members.  "Nevertheless, we have continued Sea
Island's legacy of 'service from the heart' throughout this
period, earning four 2010 Forbes Five-Star Awards from Forbes
Travel Guide.  This is a testament to the dedication and
perseverance of our employees and our enduring commitment to
members."

David Bansmer, President and Chief Operating Officer of Sea Island
Company, added, "Reaching an agreement with our lenders is an
important step for Sea Island because it gives our Company the
necessary time to address our loan situation in an orderly manner.
We expect our investment banking partner, which we anticipate will
have a strong record in advising on corporate transactions, to
provide us with important strategic options for consideration.
Meanwhile, we at Sea Island will remain focused on what we do best
-- providing superior service to our members and guests."

The Company emphasized there will be no impact on services at The
Cloister, The Lodge or the golf facilities during this period. Sea
Island Company, the PGA TOUR, the Davis Love Foundation and RSM
McGladrey confirmed that these actions will have no bearing on the
planning, staging or quality of The McGladrey Classic, which was
announced on January 19 and will be held at Sea Island's Seaside
Course on October 7-10.

The Company said it does not intend to disclose developments
regarding the review of strategic alternatives, other than the
retention of the investment bank, unless and until an agreement
has been reached.

A private resort and real estate development company founded in
1926, Sea Island Company today owns and operates the Forbes Five-
Star Cloister at Sea Island and the Forbes Five-Star, AAA Five-
Diamond Lodge at Sea Island Golf Club. Sea Island Resorts includes
championship golf courses, Golf Learning Center, the Forbes Five-
Star Georgian Room restaurant, extensive recreational facilities
and children's programs, and the Forbes Five-Star Cloister.


SEDGWICK CMS: Moody's Affirms Corporate Family Rating at 'B1'
-------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Sedgwick CMS
Holdings, Inc. (corporate family and senior secured credit
facility ratings of B1), reflecting the company's stable earnings,
offset by its high financial leverage.  The rating outlook remains
stable based on Moody's view that Sedgwick will maintain or
increase its revenue, generate consistent operating earnings, and
will continue to pay down debt with free cash flow.

Sedgwick's B1 ratings reflect the company's substantial financial
leverage, which leads to a low level of financial flexibility and
somewhat weak interest and fixed charge coverage.  Though leverage
metrics have improved in recent years, some uncertainty exists
regarding Sedgwick's long term capital targets given the company's
partial ownership by private equity firms who tend to favor high
leverage.  There is also a potential for changes in ownership
given that Sedgwick's largest shareholder, Fidelity National, has
indicated that it may exit its ownership in the company over the
medium term.  An additional challenge for the company is its
fairly ambitious long term growth plan, which may be difficult to
achieve given generally flat to declining claim frequency trends
in the US.

Helping to offset these risks is Sedgwick's status as a market
leader in the claims management sector, its diverse customer base,
product line and geographic spread and its strong historic organic
revenue growth.  As a service provider to insurance companies and
self-insured entities, Sedgwick also benefits from a fairly stable
earnings profile, due to the relatively high switching costs faced
by customers, a stable cost structure, and the lack of exposure to
insurance underwriting risk.

"Sedgwick's operating margins have remained steady despite a
challenging economic environment, and Moody's expect profitability
to remain stable in 2010," said Moody's Senior Credit Officer Paul
Bauer.  "Even though declining US employment levels decreases the
overall volume of workers compensation business and so creates a
drag on Sedgwick's underlying claims servicing revenue base, the
company has benefited from it strong client relationships and has
continued to generate modest organic growth by adding customers."

Moody's cited these factors that could lead to a rating upgrade
for Sedgwick: (i) a long term commitment to lower financial
leverage (i.e .debt-to-EBITDA below 4x), (ii) free cash flow-to-
debt of 8% or better, and (iii) Interest coverage above 3x.
Conversely, these factors that could lead to a downgrade: (i)
debt-to-EBITDA ratio over 5x, (ii) free cash flow-to-debt of 5% or
less, or (iii) interest coverage below 2x.

Moody's last rating action on Sedgwick took place on September 6,
2006, when the rating agency affirmed the B1 rating on the senior
secured credit facility of Sedgwick and assigned a B1 corporate
family rating to the company.

Sedgwick is one of the largest claims service providers in the
United States.  The company processes claims for a wide range of
insurance product lines including workers' compensation, general
liability, and disability insurance.  For the trailing 12 months
through September 2009, the company generated revenues of
$702 million.  The firm is owned by Fidelity National Financial;
UnitedHealth Group; Thomas H. Lee Partners, L.P.; and Evercore
Capital Partners.


SEVEN SEAS: Moody's Assigns 'Caa1' Rating on $200 Mil. Notes
------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Seven Seas
Cruises S. DE R.L.'s proposed $200 million guaranteed senior
secured 2nd lien notes due 2017.  Moody's also assigned a B3
Corporate Family Rating, B3 Probability of Default Rating, and
stable rating outlook.

Proceeds from the proposed note offering will be used to re-
finance existing debt, cash collateralize letters of credit, and
increase unrestricted cash balances.  Ratings are subject to final
documentation.

Seven Seas' B3 Corporate Family Rating reflects the company's
substantial leverage.  For the twelve month period ending
September 30 2009 -- and attributing 50% of the outstanding amount
of subordinated debt ($422.6 million) at the ultimate parent level
to Seven Seas capital structure -- debt to EBITDA was over 10
times.  Other credit concerns include the company's small scale
and narrow business focus.  Seven Seas operates with only three
passenger cruise ships and caters exclusively to one segment of
the cruise industry -- the luxury market.  As a result, earnings
are vulnerable if a ship were to be out of service or if the
market for luxury cruises were disrupted for any reason.

Positive ratings considerations are given to Seven Seas' strong
forward bookings, higher expected yields, lower capital
expenditure requirements, and expectation that the company will
apply future free cash flow towards debt reduction.

The stable rating outlook anticipates that Seven Seas will be able
to steadily reduce its debt to EBITDA over the next 2 years to 7
times and improve its EBITDA minus capital expenditures to
interest coverage to at least 1.5 times over that same period.
The stable outlook also expects the company will maintain its good
liquidity profile.

New ratings assigned:

* Corporate Family Rating at B3

* Probability of Default Rating at B3

* $200 million guaranteed senior secured 2nd lien notes due 2017
  at Caa1 (LGD 4, 65%)

Seven Seas is a cruise ship operator that targets the luxury
segment of the cruise industry.  Seven Seas was acquired by
Prestige Cruise Holdings, Inc., in January 2008.  PCH also owns
and operates Oceania Cruises, Inc.


SHAMIM IFTIKHAR: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Shamim Iftikhar
        13448 Long Days Court
        Highland, MD 20777

Bankruptcy Case No.: 10-11754

Chapter 11 Petition Date: January 27, 2010

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

Judge: Nancy V. Alquist

Debtor's Counsel: Robert B. Greenwalt, Esq.
                  Greenwalt & Sigler
                  2926 E. Cold Spring Lane
                  Baltimore, MD 21214
                  Tel: (410) 426-1690
                  Email: attyrsigler@aol.com

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

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

A list of the Company's 2 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/mdb10-11754.pdf

The petition was signed by Shamim Iftikhar.


SIRIUS XM: S&P Raises Corporate Credit Rating to 'B' From 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Sirius XM Radio Inc. and its subsidiaries, XM Satellite
Radio Holdings Inc. and XM Satellite Radio Inc. (which S&P analyze
on a consolidated basis), to 'B' from 'B-'.  The rating outlook is
positive.  S&P's outstanding issue-level ratings on the company
were also raised by one notch, in conjunction with the corporate
credit rating change.

New York-based Sirius XM had total debt outstanding of
$3.4 billion as of Sept. 30, 2009.

"The rating upgrade reflects improving operating performance, the
resumption of subscriber growth, and positive discretionary cash
flow since Sirius XM's July 2008 acquisition of XM Satellite Radio
Holdings Inc.," said Standard & Poor's credit analyst Hal Diamond.

The 'B' rating reflects the company's high debt leverage, weak
interest coverage, and dependence on weak U.S. automotive sales.
Sirius XM's position as the only U.S. satellite radio operator,
integration-related operating synergies, and cost savings are
modest positives that do not offset these risks.

Based on the company's 2009 preliminary EBITDA, debt to EBITDA is
steep, at just below 8.0x, and EBITDA coverage of interest expense
was thin, at 1.2x.  The company has also indicated that
discretionary cash flow will exceed $100 million in 2009,
representing an EBITDA conversion of over 20%.  Consolidated pro
forma discretionary cash flow was negative $572 million in 2008.
S&P believes that it may be difficult for Sirius XM to
meaningfully increase discretionary cash flow in 2010 in light of
high satellite investment requirements.  Sirius XM will continue
to operate separate satellite infrastructures at the Sirius and XM
companies over the intermediate term due to the formidable cost
and limited benefit of integrating them.

In the first quarter of 2009, Liberty Media Corp. made loan
commitments to Sirius XM and its subsidiaries totaling
$530 million, which have been fully repaid with proceeds from a
recent debt refinancing.  Standard & Poor's attributes no credit
support from Liberty Media, which received a 40% equity interest
in Sirius XM in partial consideration of the loans.


SONIC AUTOMOTIVE: Moody's Upgrades Corporate Family Rating to 'B2'
------------------------------------------------------------------
Moody's Investors Service upgraded to B2 from Caa1 the Corporate
Family and Probability of Default ratings of Sonic Automotive,
Inc., as well as certain individual debt issues.  These ratings
were left on review for further possible upgrade.

These rating actions follow Sonic's recent establishment of a new
working capital and floorplan revolving credit facility, replacing
a credit facility which was set to expire in February 2010.  "This
new credit facility, while smaller in size than the predecessor,
should provide Sonic with sufficient liquidity, and removes a
significant short-term ratings issue", stated Moody's Senior
Analyst Charlie O'Shea.  "This new facility serves to round out
the reconfiguring of the company's capital structure that was
necessary for Sonic to maintain adequate liquidity".

Moody's continuing review will focus primarily on the prospects
for Sonic to improve its operating performance and credit metrics
going forward, as well as the overall trends in the auto retailing
segment in 2010 and beyond.

Ratings upgraded and left on review for further possible upgrade,
and LGD point estimates updated include:

* Corporate Family Rating to B2 from Caa1

* Probability of Default Rating to B2 from Caa1

* Senior guaranteed subordinated notes to Caa1 (LGD 6, 90%) from
  Caa3 (LGD 5, 84%),

* Senior convertible subordinated notes to Caa1 (LGD 6, 96%) from
  Caa3 (LGD 6, 95%).

The last rating action for Sonic was the September 18, 2009,
affirmation of the Caa1 Corporate Family and Probability of
Default ratings, with the outlook changed to positive from
negative.

Sonic Automotive, Inc., based in Charlotte, North Carolina, is a
leading operator of automobile dealerships in the U.S., wit annual
revenues of approximately $5 billion.


SOUTH FINANCIAL: Fitch Junks Issuer Default Rating From 'B-'
------------------------------------------------------------
Fitch Ratings has downgraded the ratings for The South Financial
Group, Inc., and its principal banking subsidiary, Carolina First
Bank, including the long-term Issuer Default Rating to 'CC' from
'B-'.  All ratings have been removed from Rating Watch Negative.

Fitch's downgrade of TSFG's ratings follows the company's release
of fourth quarter 2009 (4Q'09) operating results including a loss
of $193.9 million and the announcement of deferral on its
preferred instruments.  Fitch had previously downgraded TSFG's
ratings on Jan. 13, 2010 following an expanded review of
commercial real estate exposures for banking and thrift
institutions.  Based on this analysis, Fitch believed TSFG would
suffer further and material capital losses over the coming
quarters.  In the earlier press release Fitch also stated that if
TSFG is unable to raise capital to cover losses from its loan
portfolio, the risk of deferral of preferred stock dividends would
increase significantly.  The company's 4Q'09 loss materially
reduced tangible common equity to 3.67% of tangible assets at
Dec. 31, 2009, from 5.25% at Sept. 30, 2009.  While TSFG remains
'well capitalized' by regulatory standards, continued high loss
levels as the company deals with problem loans have quickly eroded
the company's capital cushion.  As evidenced this quarter, TSFG
has had some success modestly reducing NPA levels and NCOs.
However, Fitch's current ratings reflect the belief that TSFG is
likely to require additional capital to survive.

Fitch considers TSFG's deferral on its preferred securities to be
non-performance, which translates into a 'C' rating.  Fitch has
applied a liquidation scenario to TSFG's balance sheet to
determine the recovery prospects of the rated obligations.  This
approach is consistent with Fitch's 'Recovery Ratings for
Financial Institutions' dated Dec. 30, 2009.  Using this approach,
Fitch has determined the recovery potential for uninsured
depositors to be in the range of 51% to 70%, which is consistent
with an 'RR3' and the assignment of a rating that is one notch
higher than the bank's IDR.  The same liquidation scenario
presents minimal recovery potential, less than 10%, for the
holders of preferred obligations of the holding company and Fitch
maintains a recovery rating of 'RR6' on the preferred securities
of TSFG.  The immediate recovery recognized by depositors in the
event of a seizure could be higher than the aforementioned range
if a subsequent sale is consummated quickly and the acquiring
institution bids for the entire deposit base.  Fitch does not
envision such a sale improving the recovery prospects for the
rated preferred obligations.

Additional rating actions include lowering the Individual Rating
to 'E' from 'D/E' and downgrading the ratings for TSFG's preferred
securities to 'C/RR6' from 'CC/RR6'.  TSFG announced that the
company will be deferring on its dividend payments for these
securities, including its $347 million of preferred stock issued
to the U.S. Treasury as part of the capital purchase program.

The South Financial Group, Inc., is a $11.9 billion bank holding
company headquartered in Greenville, SC that operates a branch
network of 177 offices.  It operates as Carolina First Bank in
North Carolina and South Carolina and under the Mercantile Bank
name in Florida.

In performing its analysis of recovery ratings, Fitch employed
some assumptions that were more conservative than those outlined
in its criteria 'Recovery Ratings for Financial Institutions'
dated Dec. 30, 2009.  Some of the recovery rates for certain loan
categories were assumed to be lower to reflect the current
distressed credit environment.

Fitch has taken these rating actions:

South Financial Group, Inc. (The)

  -- Long-term IDR downgraded to 'CC' from 'B-';
  -- Preferred stock downgraded to 'C/RR6' from 'CC/RR6';
  -- Short-term IDR downgraded to 'C' from 'B';
  -- Individual downgraded to 'E' from 'D/E';
  -- Support affirmed at '5';
  -- Support floor affirmed at 'NF'.

Carolina First Bank

  -- Long-term IDR downgraded to 'CC' from 'B-';
  -- Long-term deposits downgraded to 'CCC/RR3' from 'B/RR3';
  -- Short-term IDR downgraded to 'C' from 'B';
  -- Short-term deposits downgraded to 'C' from 'B';
  -- Individual downgraded to 'E' from 'D/E';
  -- Support affirmed at '5';
  -- Support floor affirmed at 'NF'.


SPA CHAKRA: Can Obtain $1.7MM DIP Financing from Hercules Tech.
---------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York authorized, in its final order, Spa
Chakra, Inc., and its debtor affiliates to:

   -- obtain postpetition financing in the form of a secured loan
      up to $1,779,556 from Hercules Technology II, L.P.;

   -- use cash collateral; and

   -- grant adequate protection to the lender.

As adequate protection for any diminution in value of Hercules'
collateral, the Debtors will grant the Hercules a replacement lien
in all property and assets of the Debtors, subject and subordinate
only to: (i) the Sterling Liens and (ii) the Carve-Out Amount.
The Debtor will also grant Hercules superpriority administrative
expense claims.

Initially founded in 1998 in Australia, Spa Chakra has continued
to expand both domestically and overseas.  Uniquely positioned in
the marketplace, Spa Chakra has developed an award winning network
of 16 luxury spas worldwide.  Spa Chakra represents leading high-
end luxury cosmetic and spa brands and is recognized as one of the
top spa operators in the world.

The Company filed a balance sheet showing assets of $28.4 million
and debt totaling $22.9 million.  The largest liability is a
$11.1 million loan from Hercules.

Spa Chakra, Inc., said it is proceeding towards a sale of
substantially all of its assets to Hercules Technology Growth
Capital.  As part of the process to successfully complete the
sale, Spa Chakra has filed for protection under Chapter 11 of the
U.S. Bankruptcy Code with the U.S. Bankruptcy Court for New York
(Bankr. S.D.N.Y. Case No. 09-17260).


SPANSION INC: Receives OK to Transfer Unit to Elpida
----------------------------------------------------
Spansion Inc. and its units sought and obtained the Court's
authority to:

  (a) enter into a Business Unit Transfer Agreement, a New
      Memory Development and Support Agreement, and a New
      Memory Intellectual Property License Agreement, each with
      Elpida Memory, Inc.;

  (b) transfer certain assets to Elpida in connection with the
      agreements, free and clear of liens, claims and
      encumbrances; and

  (c) assume and assign to Elpida certain executory contracts
      and unexpired leases.

Prior to the Petition Date, Spansion International, Inc., one the
Debtors, established a business division based outside of Milan,
Italy, to develop certain memory technology different from the
Debtors' core NOR technology, solely on behalf of Spansion Inc.
The Debtors relate that while certain of the projects developed
by the Italian Research Division show promise, none has yet
reached the stage where it can be commercialized.

Michael R. Lastowski, Esq., at Duane Morris, LLP, in Wilmington,
Delaware, says both immediately before and after Petition Date,
the Debtors engaged in a thorough analysis of their various
product lines, business operations and opportunities.  Through
this analysis, the Debtors decided to narrow the focus of their
business operations primarily to the embedded NOR flash memory
market and certain select opportunities in the wireless NOR flash
memory market, Mr. Lastowski adds.  In light of this narrower
focus, the Debtors determined that the costs associated with the
Italian Research Division and its on-going efforts to develop
memory technology unrelated to the Debtors' core NOR business
could no longer be justified.

At the same time, Mr. Lastowski maintains, the Debtors recognized
that certain projects that the Italian Research Division has been
working on could eventually lead to technological breakthroughs
that could benefit the Debtors' future products and business
strategies or be profitable to third parties.  Consequently, Mr.
Lastowski avers, the Debtors were reluctant to simply shut down
the Italian Research Division and abandon entirely these
promising projects.  The Debtors determined that a sale of the
Italian Research Division's assets, including the technology that
it has developed to date, was unlikely to provide them with value
that was anywhere close to what they potentially could realize
from preserving some continuing interest in that technology and
other technology developed by the Italian Research Division.

The Debtors, therefore, believe that the ideal situation would be
for them to discontinue paying the full costs of the Italian
Research Division while still preserving their ownership of the
technology and intellectual property developed to date and
ensuring that they have an interest in the future developments to
that technology developed by a qualified licensee in the event
that it becomes valuable either to third parties or for the
Debtors' future business operations.

With these objectives in mind, the Debtors sought to identify
opportunities and potential transaction partners who might have
an interest in a collaborative relationship that would satisfy
these objectives.

The Debtors maintain that given the unique nature of both the
technology being developed as well as the transaction structure
that they envisioned, the pool of potential transaction partners
was extremely small.  Nonetheless, the Debtors note, Elpida
expressed an interest in pursuing that transaction.

After months of negotiation, the Debtors and Elpida have agreed
to a series of integrated transactions that satisfy the Debtors'
objectives.  Under the Elpida Transaction, the Debtors will
transfer certain assets and liabilities associated with the
Italian Research Division to Elpida thereby eliminating the costs
of maintaining that division.

The Debtors will also enter into the Development Agreement, under
which they will jointly develop certain new memory technologies
with Elpida.  The Debtors will enter into the License Agreement,
under which they will provide Elpida with a non-exclusive license
to certain of the Debtors' intellectual property rights and to
certain memory technologies, including the technology developed
by the Italian Research Division.  Under the License Agreement,
Elpida will (i) pay the Debtors certain royalties, (ii) grant the
Debtors a patent cross license as well as a license to
improvements to the technology developed by the Italian Research
Division, and (iii) agree to allocate manufacturing capacity for
any resulting products at favorable pricing to the Debtors.

The Debtors believe that the Elpida Transaction is in the best
interests of their estates and provides the greatest upside
potential of any realistic alternative that is available to
them.  In particular, the Debtors believe that the immediate and
future benefits of the Elpida Transaction greatly outweigh
whatever value they might realize from a straight sale of the
assets of the Italian Research Division or from retention of the
Italian Research Division in the absence of a partnering
relationship envisioned in the Elpida Transaction.  Moreover,
because of the unique nature of the Elpida Transaction and the
number of benefits it provides to the Debtors, the Debtors seek
authority to proceed with the Elpida Transaction without engaging
in any competitive bid process.

                           *     *     *

Bankruptcy Judge Kevin Carey entered an order authorizing the
Debtors to (i) enter into a business unit transfer and related
agreements with Elpida Memory, Inc., (ii) transfer certain assets
to Elpida, and (iii) assume and assign certain contracts and
leases.

Prior to the entry of the Court's order, the Debtors filed with
the Court, on January 15, 2010, a revised proposed order
approving the Motion.  The Debtors amended the proposed order to
reflect these items:

  * Jurisdiction and Venue
  * Statutory Predicates
  * Notice
  * Opportunity to Object
  * Corporate Authority
  * Sale in Best Interest
  * Business Justification
  * Arm's-Length Sale
  * Good Faith Purchaser
  * Consideration
  * Free and Clear
  * Satisfaction of 363(f) Standards
  * No Fraudulent Transfer
  * Not a Successor
  * Cure/Adequate Assurance

The Debtors also certified to the Court that no objection was
filed as to the 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: Court OKs Reduction in Brincko's Monthly Fees
-----------------------------------------------------------
Bankruptcy Judge Kevin Carey authorized Spansion Inc. and its
units to amend the retention of Brincko Associates, Inc., in order
to reduce the monthly compensation of John Brincko to $50,000 per
month effective as of November 2009.  Judge Carey held that
Brincko Associates and Sitrick and Company Inc. will remain
retained in the Debtors' Chapter 11 cases.

According to the Debtors, they have agreed with Brincko
Associates that, effective as of November 1, 2009, it would be in
the best interest of the Debtors' estates to reduce the hourly
quantity of services performed by Mr. Brincko and to reduce his
compensation accordingly.  Prior to November 1, 2009, Mr. Brincko
was providing full-time services to the Debtors at a monthly
compensation of $95,000.

Effective as of November 20, 2009, Brincko Associates and Sitrick
merged to form Sitrick Brincko Group, LLC.  Following the merger,
Resources Connection, Inc., a professional services firm acquired
all of the outstanding membership interests in Sitrick Brincko
Group from Brincko Associates and Sitrick, and Sitrick Brincko
Group became a wholly-owned subsidiary of Resources Connection.
The Debtors aver that the formation of Sitrick Brincko Group will
not impact the services provided to them by Brincko Associates or
Sitrick.

                        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: BofA Opposes Committee Plea to Pursue Claims
----------------------------------------------------------
The Official Committee of Unsecured Creditors in Spansion Inc.'s
cases seeks the Bankruptcy Court's authority to commence and
prosecute certain claims of the Debtors' estates against Bank of
America, N.A., as agent and Banc of America Leasing and Capital,
LLC.

In a motion, the Committee seeks standing to prosecute and
commence certain actions against BOA relating to the Prepetition
Credit Agreement.  The Committee has conducted an extensive
investigation of the liens, guarantees and claims relating to
certain equipment leases that are included as obligations under
the Prepetition Credit Agreement and has determined that certain
liens granted for the benefit of BALC within 90 days prior to the
Petition Date may be avoidable as preferential transfers.

                           BofA Objects

Bank of America, N.A., and Banc of America Leasing & Capital,
LLC, assert that the Motion is an obvious attempt by the Official
Committee of Unsecured Creditors to try to interfere with the
Debtors' plan of reorganization.  According to the Banks, the
Motion constitutes another attempted violation of the Debtors'
exclusivity by the Committee.

The Bank Creditors request that the Court find that, to the
extent the Motion is not denied outright, that it be considered
only if the Plan is not confirmed.

Bank of America is a senior secured creditor of the Debtors, with
a lien in substantially all of the Debtors' assets other than
intellectual property.  BALC, an affiliate of Bank of America, is
one of a number of equipment lessors to the Debtors.  By virtue
solely of the internal arrangements of the Bank Creditors, Bank
of America has an Indemnification Obligation to BALC for damages
it may suffer on account of a breach by the Debtors of the
equipment leases.

         Debtors Want Matter Continued to March

The Debtors' Plan provides that a condition precedent to
confirmation of the Plan is that "the Debtors and the Holders of
the Secured Credit Facility Claim will have entered into
documentation reasonably satisfactory to each of them.  As a
result, the Debtors expect that all outstanding issues relating
to the Secured Credit Facility and the Secured Credit Facility
Claims will be resolved prior to confirmation of the Plan.

To avoid the unnecessary expenditure of valuable and limited
resources of the Debtors, the Court and other parties-in-interest
on the issues raised in the Motion prior to confirmation, the
Debtors request that the Motion be continued to March 23, 2010,
after the confirmation hearing has taken place.

In a separate filing, Spansion Japan Limited tells the Court that
it joins in the Debtors' response for continuance of hearing and
BofA's objection as to the 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: Committee Wants to Sue Spansion Japan
---------------------------------------------------
The Official Committee of Unsecured Creditors in Spansion Inc.'s
cases seeks the U.S. Bankruptcy Court's authority to commence and
prosecute certain preference claims of the Debtors' estates
against Spansion Japan Limited.  The Committee relates that it has
conducted a detailed investigation of certain intercompany
transfers and determined that a significant portion of the
transfers are avoidable as preferential transfers under Section
547 of the Bankruptcy Code.

"After an exhaustive analysis of information provided by the
Debtors to the Committee's advisors, it is now clear that the
Preferential Transfers total millions of dollars," says Blake M.
Cleary, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware.  "However, to date, the Debtors have
refused the Committee's requests to commence an adversary
proceeding against SJL seeking avoidance of any Transfers deemed
to be preferential."

The Debtors' statement of financial affairs and schedules of
assets and liabilities for Spansion LLC filed on June 26, 2009
list intercompany transfers from Spansion LLC to Spansion Japan
within the one year period prior to the Petition Date totaling in
excess of $800 million.  Upon investigation, the Committee has
determined that approximately $48 million of the Transfers are
Preferential Transfers not otherwise subject to applicable
defenses.

                        About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


STATION CASINOS: Milbank Tweed Charges $4-Mil. for Aug-Nov. Work
----------------------------------------------------------------
Professionals retained in Station Casinos Inc.'s bankruptcy cases
filed interim applications for the allowance of fees and expenses
incurred for the period from August 1, 2009, through November 30,
2009:

A. Debtors

Professional                  Period         Fees     Expenses
------------                  ------         ----     --------
Milbank, Tweed, Hadley &     07/28/2009- $3,985,219   $156,237
McCloy LLP                   11/30/2009

Lazard Freres & Co. LLC      07/28/2009- $1,200,000    $17,224
                             11/30/2009

FTI Consulting, Inc.         08/11/2009-   $955,988    $57,492
(Debtors)                    11/30/2009

Squire, Sanders &            08/01/2009-   $708,286   $125,000
Dempsey L.L.P.               11/30/2009

Gibson, Dunn & Crutcher LLP  07/28/2009-   $354,000     $2,600
                             11/30/2009

FTI Consulting, Inc.         07/28/2009-   $217,592       $536
(CMBS Debtors)               11/30/2009

A. The Official Committee of Unsecured Creditors

Professional                  Period         Fees     Expenses
------------                  ------         ----     --------
Fried, Frank, Harris,        08/19/2009- $2,153,345    $79,652
Shriver & Jacobson LLP       11/30/2009

Quinn Emanuel Urquhart       08/20/2009-   $653,953    $22,166
Oliver & Hedges, LLP         11/30/2009

Moelis & Company LLC         08/13/2009-   $600,000    $22,472
                             11/30/2009

Greenberg Traurig, LLP       07/28/2009-   $253,338    $13,095
                             11/30/2009

Squire, Sanders & Dempsey L.L.P. is the special counsel to the
Special Litigation Committee of the Board of Directors of Station
Casinos, Inc.  Milbank, Tweed, Hadley & McCloy LLP, is the
reorganization counsel to Station Casinos Inc., et al.  Lazard
Freres & Co. LLC, investment banker and financial advisor to the
Debtors.  Gibson, Dunn & Crutcher LLP serves as special counsel to
the CMBS Debtors.  FTI Consulting, Inc. serves as the financial
Advisors to the Debtors and the CMBS Debtors.

Fried, Frank, Harris, Shriver & Jacobson LLP, is the counsel to
the Official Committee of Unsecured Creditors.  Quinn Emanuel
Urquhart Oliver & Hedges, LLP is the conflicts counsel to the
Official Committee of Unsecured Creditors.  Moelis & Company LLC
is the financial advisor and investment banker to the Committee.
Greenberg Traurig, LLP serves as the Nevada counsel to the
Committee.

Lazard Freres & Co. LLC filed an erratum to correct the
incorrectly stated amount of compensation which is "$1,200,00."
This figure should have been listed as $1,200,000.

These persons filed declarations in support of their firms' First
Interim Fee Applications:

  (a) Robert Flachs, managing director at Moelis & Company LLC,
  (b) Jeanine M. Zalduendo, Esq., an associate at Quinn Emanuel,
      Urquhart Oliver & Hedges, LLP,
  (c) Bonnie Steingart, Esq., a member at Fried Frank, Harris,
      Shriver & Jacobson LLP,
  (c) Nathan Van Duzer, duly elected Chair of the Official
      Committee of Unsecured Creditors,
  (d) Anne Loraditch, Esq., of counsel at Greenberg Traurig,
      LLP,
  (e) Paul S. Aronzon, Esq., a member at Milbank Tweed, Hadley &
      McCloy LLP,
  (f) Richard J. Haskins, executive vice president, general
      counsel, and secretary of SCI.,
  (g) Oscar Garza, Esq., a partner at Gibson, Dunn & Crutcher
      LLP,
  (h) Walt Brown, director of FTI Consulting, Inc., and
  (i) Drew Voth, managing director of FTI Consulting, Inc.

The Court will convene a hearing on February 25, 2010, at 10:00
a.m. to consider the First Interim Fee Applications of Moelis,
Quinn Emanuel, Fried Frank, Greenberg Traurig, Gibson Dunn, and
FTI Consulting.

                      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: Isle of Capri to Manage 4 SCI Properties
---------------------------------------------------------
St. Louis, Missouri-based Isle of Capri Casinos Inc. on confirmed
reports by Debtwire that Isle has agreed to manage four Station
Casinos Inc. properties should they be spun out of Station Casinos
Inc.'s bankruptcy case, the Las Vegas Sun reported.

According to the report, company spokeswoman Jill Haynes said that
the Isle entered into a "consultancy agreement" with certain
lenders to "assist the lenders to be prepared to take over the
assets to the extent necessary."

The agreement would enable Isle of Capri to operate the properties
for the lenders, led by Deutsche Bank, should Station fail to
maintain control of them in bankruptcy court, the Las Vegas Sun
revealed.

The report also stated that the agreement covers Palace Station,
Boulder Station, Sunset Station and Red Rock Resort which are
encumbered by $2.475 billion in debt and are leased by Station
from itself, with the lease payments of $249.5 million annually
covering the mortgage payment.

The Las Vegas Sun says that the Isle is already in the process of
being licensed in Nevada because of a deal for a casino in
Northern Nevada unrelated to the Station Casinos situation.

Isle of Capri would manage resorts if Station loses them in
bankruptcy, report says.

                      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: To End Management of Thunder Valley by June
------------------------------------------------------------
Station Casinos Inc. of Las Vegas will no longer manage the
Thunder Valley casino near Sacramento after Station's management
agreement expires as scheduled after seven years in June, the Las
Vegas Sun reported.

Station spokeswoman Lori Nelson said the United Auburn Indian
Community's decision to manage its property on its own was not
unexpected, the report stated.

The parties have intended since the 2003 casino opening for
Station to provide the tribe with the resources needed to run
Thunder Valley on its own, the Las Vegas Sun heard Ms. Nelson as
saying.

"It has no relationship to our bankruptcy proceedings," Ms. Nelson
said.

The Las Vegas Sun says the expiration of the contract isn't
expected to have a significant affect on Station's financial
situation.

The report also stated that Doug Elmets, a United Auburn
spokesman, confirmed Station's bankruptcy had nothing to do with
the decision not to renew or extend the contract when it expires
in early June.  He reiterated that it has long been the intention
of both parties that upon completion of Station's seven-year
contract, the tribe would manage the casino, the report adds.

As Station Casinos sets to expire its management agreement with
Thunder Valley, a new American Indian casino also managed by
Station Casinos will be ready to open by the end of summer.

According to the Las Vegas Review-Journal, the construction on the
$157 million Gun Lake Casino in western Michigan is two weeks
ahead of schedule due to a mild winter.

The report says that Station Casinos, which is helping oversee
construction of the project, will manage the property for seven
years once it opens.  Station Casinos will receive a percentage of
the property's income based on its performance, the report adds.

                      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)


SUN MICROSYSTEMS: Moody's Withdraws 'Ba1' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings and LGD
assessments of Sun Microsystems, Inc. following the completion of
its acquisition by Oracle Corporation (A2 senior unsecured rating)
for approximately $7.4 billion.  This completes the review
initiated April 20, 2009.

On January 27, 2010, Oracle announced that it completed the
acquisition of Sun Microsystems, Inc., which is now a wholly-owned
subsidiary of Oracle.

All of Sun's ratings were withdrawn because Moody's believes it
lacks adequate information to maintain a rating.

These ratings and assessments were withdrawn:

* Corporate Family Rating -- Ba1

* Probability of Default Rating -- Ba1

* Shelf Registration for Senior Unsecured Securities -- (P)Ba1
  (LGD-5, 74%)

* Shelf Registration for Subordinated Debt Securities -- (P)Ba2
  (LGD-6, 99%)

* Shelf Registration for Preferred Securities -- (P)Ba2 (LGD-6,
  99%)

* Outlook, changed to Withdrawn from Rating Under Review

The last rating action was on April 20, 2009, when Moody's placed
Sun's ratings on review for possible upgrade following the
announcement that it had entered into a definitive agreement to be
purchased by Oracle.

Sun Microsystems, Inc., based in Santa Clara, California, is a
leading worldwide provider of network computing systems and
service solutions for enterprise customers.  Net revenues for the
last twelve months ended September 30, 2009, were $10.7 billion.


SUNESIS PHARMACEUTICALS: Merlin BioMed Discloses 13.1% Stake
------------------------------------------------------------
Merlin BioMed Private Equity Advisors, LLC; Merlin Nexus II, L.P.;
Merlin Nexus III, L.P.; Nexus Gemini, L.P.; and Dominique Semon
disclosed that they beneficially hold 10,194,880 shares or roughly
13.1% of the common stock of Sunesis Pharmaceuticals Inc.

Merlin BioMed Private Equity Advisors, LLC, is a Delaware limited
liability company.  Merlin Nexus II, L.P., is a Cayman Islands
limited partnership.  Merlin Nexus III, L.P., is a Delaware
limited partnership.  Nexus Gemini, L.P., is a Delaware limited
partnership.  Dominique Semon is a citizen of Switzerland.

                         Going Concern

Sunesis said it has incurred significant losses and negative cash
flows from operations since its inception, and as of September 30,
2009, had cash, cash equivalents and marketable securities
totaling $3.9 million and an accumulated deficit of
$352.4 million.  The Company's independent registered accounting
firm issued an opinion on the audited consolidated financial
statements in the Company's Annual Report on Form 10-K for the
year ended December 31, 2008, that the Company's recurring
operating losses raise substantial doubt about the Company's
ability to continue as a going concern.

The Company believes that currently available cash, cash
equivalents and marketable securities, including the net proceeds
of roughly $4.7 million from the second closing of the Private
Placement completed on October 30, 2009, are sufficient to fund
the Company's operations until the end of the first quarter of
2010, and the Company will need to raise additional funds in the
near term in order to sustain operations beyond that time.

                About Sunesis Pharmaceuticals

South San Francisco, California-based Sunesis Pharmaceuticals,
Inc. (NASDAQ: SNSS) -- http://www.sunesis.com/-- is a
biopharmaceutical company focused on the development and
commercialization of new oncology therapeutics for the treatment
of solid and hematologic cancers.  Sunesis has built a highly
experienced cancer drug development organization committed to
advancing its lead product candidate, voreloxin, in multiple
indications to improve the lives of people with cancer.


TERRA INDUSTRIES: S&P Affirms 'BB' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings, including its 'BB' corporate credit rating, on Sioux
City, Iowa-based Terra Industries Inc. and its issue-level rating
on the debt at Terra Capital Inc.

S&P removed the ratings from CreditWatch with developing
implications, where they were placed on Jan. 20, 2009, following
an announcement by CF Industries Holdings Inc. of a proposed
acquisition of Terra.  The outlook is stable.

The rating action follows CF Industries' recent announcement that
it has withdrawn its offer to acquire Terra and is not pursuing
the acquisition.

"The ratings on Terra reflect its fair business position,
including a narrow scope of operations in nitrogen fertilizers and
a cyclical, highly competitive commodity business with margins
susceptible to variable demand trends and input cost volatility,"
said Standard & Poor's credit analyst Paul Kurias.  "Partially
offsetting these risks are Terra's position as a leading player in
the U.S. nitrogen market, with a large portion of domestic
capacity and well-located facilities, favorable long-term demand
prospects, a growing position in products for industrial and
environmental markets, and strong cash flow protection measures
and liquidity."

Terra operates in the nitrogen fertilizer sector, which is
characterized by volatility in operating margins.  This volatility
is typically driven by changes in supply and demand on account of
weather conditions, movement in natural gas prices, economic
downturns, or overcapacity in a globally traded commodity product.


TERREL REID: Wants to Sell E. Deloney Real Property
---------------------------------------------------
Terrel R. Reid and Sharon M. Davies has asked for authorization of
the U.S. Bankruptcy Court for the District of Idaho to sell real
property at 15 E. Deloney Avenue, Jackson, Wyoming, 83001 (the
Property) to the highest bidder (the Buyer) for not less than a
gross purchase price of $4.5 million.  The Debtors request that
the sale be approved along with real estate agent commission fees
of $202,500 and with an order allowing the Property to be sold
free and clear of all liens and encumbrances.

Prior to filing for bankruptcy, the Debtors owned the Property,
and were negotiating a sale of that property.  At the same time,
the Debtors were facing imminent foreclosure of the property by
the lender.  At the time of the bankruptcy filing, the Debtors had
a signed purchase contract, but did not have sufficient time to
close on the sale prior to the foreclosure sale by the lender.

Existing mortgages and/or deeds of trust encumber the property.
The defaults of the mortgages, which drove the foreclosure sale,
are proposed to be paid from the closing of the sale.  Disputed
default amounts, including the amounts of interest and fees
incurred by the defaults, remain to be calculated and potentially
litigated.

The Debtors propose that, subject to the Court's approval, the
purchase price received from the offer to purchase would be
initially distributed in these approximate amounts at the time of
closing:

Sale Price:                                  $4,500,000.00
Less:

  BofA - Jackson loan principal             ($1,967,110.17)

  BofA - Jackson loan regular interest
   thru date of sale                           ($28,509.49)

  BofA line of credit principal
  (guaranteed by the Debtors)                 ($550,000.00)

  BofA LOC regular interest thru date
   of sale                                     ($28,828.49)

  Estimated Closing Costs                      ($25,000.00)

  4.25% RE Commission                         ($202,500.00)

Estimated net to the bankruptcy estate:      $1,698,051.85

The Debtors also seek approval to pay, at the time of closing, a
4.5% real estate agent sales commission of $202,500.00 to Jeff
Ward of Sotheby's International Realty, Inc., for his efforts in
procuring the Buyer.

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.


THOMSON SA: Shareholders Approve Resolutions at Meeting
-------------------------------------------------------
RTTNews Global Financial Newswire says Thomson S.A.'s shareholders
have approved all resolutions at the ordinary and extraordinary
shareholders' meeting as well as the December 9 restructuring
plan, and the change of name of the company to "Technicolor".

The Company will trade on NYSE Euronext Paris under the
Technicolor symbol "TCH", says report.

Under the plan, the company's gross senior debt level outstanding
under its syndicated credit facility and private placement notes
of EUR2.84 billion would be reduced by 45% to EUR 1.55 billion and
would take the form of a reinstated debt with modified terms and
lengthened maturities, report relates.

                       About Thomson SA

France-based Thomson SA -- http://www.thomson.net/-- provides
technology, services, and systems to Media & Entertainment (M&E)
clients, including content creators, content distributors and
broadcasters.  It has three principal operating divisions:
Services, Systems (previously Systems & Equipment) and Technology.
The remaining activities are regrouped in two additional segments:
Other and Corporate.  The Services Division offers end-to-end
management of video-related services for its customers in the M&E
industries.  Systems division plays a role in supplying hardware
and software technology for the M&E industries in the areas of
production, delivery, management, transmission, and access.
Technology division includes activities, such as corporate
research; Silicon Solutions: Integrated Circuit design and tuners,
and Software & Technology Solutions: video and audio security
solutions, and other technologies.  In December 2008, the Company
sold its digital film equipment product line.

Thomson SA filed a Chapter 15 petition Dec. 16 in New York for
protection from creditors in Manhattan (Bankr. S.D.N.Y. Case No.
09-17355).

The U.S. case is intended to allow the bankruptcy judge in
New York to hold off creditors in the U.S. while assisting the
Thomson's primary reorganization begun Nov. 30 in France.

Thomson said in a petition that assets and debt both exceed
US$1 billion.  Debt includes about EUR2.9 billion ($4.2 billion)
owing for borrowed money.


TOUSA INC: Starwood Wins Auction for Florida Assets
---------------------------------------------------
In a six-hour auction held last January 22, 2010, Starwood Land
Ventures, L.L.C. emerged as the successful bidder for all the
Florida assets of TOUSA Homes, Inc. and TOUSA Homes, L.P., Tampa
Tribune reported.

Starwood committed to an improved $81 million offer for TOUSA's
Florida Assets at the auction.  Starwood's initial offer was $64
million for 5,499 of TOUSA's unstarted lots and 36 model homes in
the Florida Region under its July 2009 Purchase and Sale
Agreement with the TOUSA Entities.

John Sussberg, Esq., counsel for TOUSA, Inc. confirmed to Big
Builder News that the Florida Assets had two other bidders,
including a business entity backed by hedge fund manager John
Paulson.  Other bidders had to compete by $1.83 million, 3% more
than the stalking horse price, as a break-up fee to Starwood,
plus $25,000 in expenses, Big Builder News noted.

Starwood East Region President Mike Moser told the Tampa Tribune
that his company expects to take possession of the Florida Assets
in mid-February 2010.  "We're going to clean them up and start
selling lots.  We want to get some builders in those communities
and bring them back to life," The Tampa Tribune quoted Mr. Moser
as saying.

Judge Olson of the United States Bankruptcy Court for the
Southern District of Florida will consider approval of the sale
on January 29, 2010.  Objections, if any, including objection to
proposed cure amounts, are due no later than January 24.

                     Parties Object to Sale

In separate filings, insurance companies, development districts
and Ana Maria Plaza disagree with the Debtors' proposed sale of
the Florida Assets.

A. Insurance Companies

Bond Safeguard Insurance Company and Lexon Insurance Company are
parties to several surety bonds with respect to the
infrastructure at certain of the Debtors' properties.  If the
Surety Bonds are considered executory contracts, they were not
included in the list of contracts to be assumed by Starwood
pursuant to the parties' Purchase and Sale Agreement, Robert Paul
Charbonneau, Esq., at Ehrenstein Charbonneau Calderin, in Miami,
Florida, points out.  On the other hand, if the Surety Bonds are
not considered executory contracts, he contends, applicable law
prohibits the Debtors' transfer of the surety bonds as an asset
of the estate to a third party without Bond Safeguard's and Lexon
Insurance's consent.  "Replacement of the Debtors with a new
principal/obligor under the Surety Bonds would constitute a
material modification of the bonds," Mr. Charbonneau insists.

Thus, to the extent the Debtors seek to transfer the Surety
Bonds, Bond Safeguard and Lexon Insurance ask the Court to deny
the Sale Motion.

Moreover, Zurich American Insurance Company provided the Debtors
with Subdivision and Improvement Bonds and issued insurance
policies on the Debtors' behalf that covered, among others,
surety bonding, builder warranty and products liability.  In this
light, Zurich objects to the sale of the Bonds to Starwood
because the Bonds can not be assumed and assigned or transferred
without its consent.  If the Court permits the Zurich Bonds to
become part of the purchased assets, Zurich asks Judge Olson to
require the Debtors and Starwood to assume the obligation to
indemnify Zurich.  While it seems the Insurance Policies are part
of the purchased assets, Zurich maintains that it disagrees with
the sale of the Insurance Policies and any return premium owed
under those policies to Starwood.

B. Development Districts

County Greens, Greater Lakes/Sawgrass Bay Community Development
District, Heritage Landing Community Development District,
Highland Meadows Community Development District, Indigo Community
Development District and Middle Village Community Development
District, inform Judge Olson that they have engaged in
communications with the Debtors' counsel regarding the Florida
Asset Sale.

However, in an abundance of caution, the Development Districts
renew their joinder in the objection previously filed by Islands
at Doral Townhomes Community Development District, Islands at
Doral III Community Development District and Monterra Community
Development District, to the Debtors' Bidding Procedures.

In turn, Islands at Doral Townhomes Community Development
District, Islands at Doral III Community Development District and
Monterra Community Development District join in the renewed
objection filed by the Development Districts.  Islands at Doral,
et al., further ask the Court to deny the Sale Motion.

C. Ana Marie Plaza

Ana Marie Plaza complains that the Debtors' sale proposal of the
Florida Assets is unclear on what impact, if any, the sale may
have on the ability of the Debtors to satisfy their obligations
to her and other claimants whose homes were built by the Debtors
with defective Chinese Drywall.  On behalf of Ms. Plaza, Howard
D. DuBosar, Esq., at DuBosar Law Group, P.A., in Boca Raton,
Florida, argues that the presence of Chinese Drywall in the
Claimants' homes has caused numerous homeowners across the State
of Florida to suffer both economic damages and personal injuries.
In this light, Mr. DuBosar contends, the Debtors should not and
can not be allowed to sell any rights or interests they have to
insurance that may provide coverage for the claims of the Chinese
Drywall Claimants.

Thus, to the extent the proposed Asset Sale includes the assets
that may provide a recovery for Chinese Drywall Claimants or will
interfere with the Debtors' ability to recover insurance or
pursue any causes of action related to Chinese Drywall claims
asserted against the Debtors, Ms. Plaza asks the Court deny the
Sale Motion.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.


TOUSA INC: Can Pursue $60-Mil. Claim vs. Falcone Entities
---------------------------------------------------------
Bankruptcy Judge John Olson has given the Official Committee of
Unsecured Creditors in Tousa Inc.'s cases authority to
investigate, commence and prosecute claims on behalf of TOUSA,
Inc. and its debtor affiliates' estates against:

  (a) Falcone/TEP Holdings, LLC, TEP Holdings, Inc. formerly
      known as Transeastern Properties, Inc., Arthur J. and
      Edward W. Falcone and 69 other entities who were parties
      to a "TOUSA/Falcone Settlement;" and

  (b) Kendall Land Development, LLC and its founder Jose
      Boschetti and Martin Caparros, Jr; Boschetti Capital
      Partners, LLC; Prestige Builders Capital Investments, LLC;
      Sylvia Boschetti; Patricia Caparros, who were parties to a
      "TOUSA/Kendall Settlement,"

with the full rights and privileges of, and in the stead of, the
Debtors, consistent with the Court's order entered on January 7,
2009 with respect to the Committee's Motion to Compel Production
of the Debtors' Documents.

The Committee intends to file a complaint to avoid and recover
more than $60 million from the Falcone Entities and Kendall
Entities, who allegedly received the amounts in the midst of the
crashing credit and housing market crisis in July 2007 as part of
a global settlement of litigation that arose out of a disastrous
business venture between certain of the Debtors and the Falcone
Entities and Kendall Entities.

Proceeds, if any, recovered by the Committee on behalf of any
individual Debtor in connection with prosecuting or settling the
Claims will constitute property of that individual Debtor's
estate, Judge Olson ruled.

The Committee is also granted the right and authority to
negotiate and enter into settlements on behalf of the Debtors'
estates with respect to the Claims; provided, however, that
the Debtors will also retain their authority and right to
negotiate and enter into settlements on behalf of their estates
with respect to the Claims, Judge Olson held.

Judge Olson said that any settlement of the Claims will be
subject to approval by the Court after notice and a hearing.

All objections, if any, to the Standing Motion that have not been
withdrawn, waived, or settled are overruled, Judge Olson held.

Moreover, the Committee sought and obtained the Court's authority
to file (i) under seal its proposed Complaint against the Falcone
Entities and Kendall Entities, and (ii) to file a redacted
version of the Complaint on the Court's public dockets.

The Committee noted that the Complaint will cite information
contained in documents designated by certain producing parties as
confidential or highly confidential pursuant to a Stipulated
Protective Order dated August 12, 2008.

The Committee is obligated to file the Complaint by January 28,
2010, to meet the relevant limitations period.

The Committee intends to provide unredacted versions of the
Complaint to the United States Trustee for Region 3, the Clerk of
the Court, counsel to the Debtors, and counsel to the agents for
the Debtors' first and second lien facilities.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.


TOUSA INC: Obtains Approval of Conveyance Pact with Waterford
-------------------------------------------------------------
TOUSA Inc. and its affiliates obtained approval from the
Bankruptcy Court to enter into a Conveyance, Waiver and Release of
Liability Agreement with Waterford Estates Community Development
District.

Waterford Estates is a residential development of TOUSA Homes
located in Charlotte County, Florida.  TOUSA Homes currently owns
112 lots within Waterford Estates.

In connection with the development of Waterford Estates, the
Waterford CDD was authorized under applicable Florida law to
impose special assessments to help pay for local improvements
that benefited Waterford Estates.  To that end, on May 4 and
July 14, 2006, the Waterford CDD passed resolutions authorizing
it to undertake certain capital improvement projects and, in
connection with the funding for those projects, approving special
assessments against the lots within Waterford Estates owned by
TOUSA Homes.

In addition to the assessments, for the purpose of funding the
various improvements within Waterford Estates, the CDD issued
$8,500,000 in aggregate principal amount of Special Assessment
Bonds, Series 2006A, as well as $10,000,000 in aggregate
principal amount of Special Assessment Bonds, Series 2006B.  The
2006 Bonds were issued pursuant to a master trust indenture among
the CDD and U.S. Bank National Association, as trustee.  The
Series 2006A Bonds are due May 1, 2037; the Series 2006B Bonds
are due May 1, 2013.  Repayment of the 2006 Bonds was secured by
the special assessments imposed upon property owners pursuant to
the Assessment Resolutions.

Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, discloses that TOUSA Homes has failed to satisfy its
obligations to pay the special assessments to the Waterford CDD.
As a result, the Waterford CDD asserted that all of TOUSA Homes'
assessments associated with the Real Property, which total
$2.1 million, are due and payable, together with statutory
penalties and the CDD's attorney fees.

Thus, in May 2008, the Waterford CDD filed Claim No. 2689 against
TOUSA Homes, asserting a secured claim for $2,176,999.  Under the
current market conditions, the CDD claim exceeds the market value
of the Real Property, according to Mr. Singerman.

TOUSA Homes also entered into several additional funding and
management services agreements with the Waterford CDD in
connection with the development of Waterford Estates.  The CDD
has asserted that TOUSA Homes' failure to satisfy the TOUSA Homes
Assessments has triggered its foreclosure rights with respect to
the Real Property.

Thus, to avoid a lift stay request and a foreclosure proceeding
with respect to the Real Property and to resolve all existing
disputes, TOUSA Homes and the Waterford CDD entered into the
Agreement, whereby:

(a) TOUSA Homes will execute and deliver to Billing, Cochran,
     Lyles, Mauro & Ramsey, P.A., as escrow agent, a Quit Claim
     Deed, and a Bill of Sale and Assignment.  Pursuant to the
     Deed and the Bill of Sale, TOUSA Homes will convey to the
     Waterford CDD, or its designee:

      -- the Real Property and all buildings, structures and
         Improvements located on the Real Property;

      -- TOUSA Homes' rights and interest in and to, among other
         things, any assignable licenses, permits, development
         rights, construction or performance bonds relating to
         the use, operation or maintenance of the premises;

      -- all fixtures, furniture, equipment, appliances and
         other types and items of personal property used in
         connection with the operation of the Premises and owned
         by TOUSA Homes;

      -- all of TOUSA Homes' right and interest in, among
         others, all construction contracts, plans and records
         concerning the Premises, including all architectural,
         mechanical and electrical plans and specifications; and

      -- all intangible personal property owned by TOUSA Homes
         and used in connection with the Premises and the name
         "Waterford Estates;"

  (b) The Agreement is subject to entry of an order approving
      the contemplated transactions.  Upon entry of the Order,
      the Escrow Agent will deliver the Deed and Bill of Sale to
      the Waterford CDD and the transaction set forth under the
      Agreement will be deemed closed;

  (c) Upon the Closing Date, the Waterford CDD will be deemed to
      forever waive and release TOUSA Homes and its officers
      from any and all obligations with respect to:

       -- the assessments adopted pursuant to the Assessment
          Resolutions or the administration of the Assessments
          or any other obligations to the District;

       -- any or all of the transactions, which are the subject
          of the Assessment Resolutions or the Bond Documents or
          any other agreements between the Waterford CDD and
          TOUSA Homes;

       -- the Real Property; or

       -- any fact, matter or transaction pertaining to the
          obligations, including any and all monetary damage
          claims against TOUSA Homes under the Bond Documents or
          any other agreements between the District and TOUSA
          Homes.

      Pursuant to the Agreement, the Waterford CDD agrees not to
      sue or assert liability against the TOUSA Parties for
      breach of any covenant under any agreement between the CDD
      and TOUSA Homes or any covenant in the Bond Documents that
      is not included under the Agreement; and

  (d) The Waterford District will withdraw its Claim.

Mr. Singerman says that in connection with the Debtors' new
business plan, the Debtors do not intend to further develop the
Real Property within Waterford Estates.  However, the failure to
pay the TOUSA Homes Assessments has triggered the possibility of
foreclosure on the Real Property, which foreclosure would be
expensive and time consuming.  Against this backdrop, Mr.
Singerman points out, the Agreement will resolve all of the
Waterford CDD's outstanding claims concerning Waterford Estates,
thus avoiding the costs and expenses associated with litigation
and foreclosure that were inevitable absent the Agreement.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.


TREY RESOURCES: Hires Friedman LLP as New Accountant
----------------------------------------------------
Trey Resources, Inc., was notified that the audit practice of
Bagell, Josephs, Levine & Company, LLC, the Company's independent
registered public accounting firm, was combined with Friedman LLP
on January 1, 2010.  As of the same date, the Former Accountant
resigned as the independent registered public accounting firm of
the Company and, with the approval of the Company's Board of
Directors, the New Accountant was engaged to be the Company's
independent registered public accounting firm.

The Former Accountant's report on the financial statements for the
years ended December 31, 2008 and 2007 were not subject to an
adverse or qualified opinion or a disclaimer of opinion and were
not modified as to audit scope or accounting principles. However,
the Former Accountant's report on the financial statements for the
years ended December 31, 2008 and 2007 contained an explanatory
paragraph which noted that there was substantial doubt about
Company's ability to continue as a "Going Concern" due to
recurring net losses, a working capital deficiency and negative
cash flows from operations.

During the two years ended December 31, 2008, and from December
31, 2008 through the January 1, 2010, there were no reportable
events as the term is described in Item 304(a)(1)(iv) of
Regulation S-K.

From the date the Company retained the Former Accountant on
September 5, 2003, through the date of dismissal, there were no
disagreements with the Former Accountant on any matters of
accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which, if not resolved to the
satisfaction of the Former Accountant would have caused it to make
reference to the subject matter of the disagreements in connection
with its reports on these financial statements for those periods.

The Company did not consult with the New Accountant regarding the
application of accounting principles to a specific transaction,
either completed or proposed, or the type of audit opinion that
might be rendered on the Company's financial statements, and no
written or oral advice was provided by the New Accountant that was
a factor considered by the Company in reaching a decision as to
the accounting, auditing or financial reporting issues.

                       About Trey Resources

Headquartered in Livingston, New Jersey, Trey Resources Inc.
(OTC BB: TYRIA) -- http://www.treyresources.com/-- operates as a
business consultant, value-added reseller, and developer of
financial accounting software to small and medium-sized businesses
in the United States.  It also publishes its own proprietary
electronic data interchange software, MAPADOC, which is used to
automate existing processes.

                        Going Concern Doubt

On March 27, 2009, Bagell, Josephs, Levine & Company, LLC, in
Marlton, New Jersey, expressed substantial doubt about Trey
Resources' ability to continue as a going concern after auditing
the Company's financial statements for the fiscal years ended
Dec. 31, 2008, and 2007.  The auditor noted that the Company
incurred substantial accumulated deficits and operating losses.

As reported by the Troubled Company Reporter, Trey Resources and
YA Global Investments, L.P., on November 10, 2009, entered into an
Amendment Agreement with respect to the (i) Secured Convertible
Debenture dated December 30, 2005, in the original principal
amount of $1,159,047 issued by the Company to YA Global, (ii)
Secured Convertible Debenture dated December 30, 2005, in the
original principal amount of $600,000 issued by the Company to YA
Global and (iii) Secured Convertible Debenture dated May 5, 2006,
in the original principal amount of $600,000 issued by the Company
to YA Global.  The expiration dates of the Debentures were
extended to December 30, 2010.

As of September 30, 2009, the Company was in default on all of
these debentures and continues to negotiate with YA Global to cure
the default.

At September 30, 2009, the Company had total assets of $1,170,807
against total liabilities of $5,638,765, resulting in
stockholders' deficit of $4,467,958.


TRIAD ENERGY: Court Confirms Plan; Magnum to Close Deal by Feb. 15
------------------------------------------------------------------
Magnum Hunter Resources Corp. disclosed that the United States
Bankruptcy Court for the Southern District of Ohio, Eastern
Division, had entered an order confirming Triad Energy Corp.'s
Plan of Reorganization.  The Confirmation Order ratifies and
approves Magnum Hunter's Asset Purchase Agreement to acquire
substantially all of the assets of Triad and certain of its
affiliated entities which was originally executed on October 28,
2009.

The Triad assets being acquired primarily consist of oil and gas
property interests in approximately 2,000 operated wells and
include over 88,000 net mineral acres located in the states of
Kentucky, Ohio, and West Virginia, a natural gas pipeline, salt
water disposal facilities, three drilling rigs, workover rigs, and
other oilfield equipment.

Magnum Hunter anticipates the financial closing of the Triad
acquisition will be prior to February 15, 2010.

                      Management Comments

Gary C. Evans, Chairman of the Company, commented, "We are very
pleased to announce final approval by the Bankruptcy Court of our
acquisition of the assets of Triad Energy and its related
entities.  This has been a long road for us in reaching our
ultimate goal of confirmation by the Bankruptcy Court.  We can now
begin the procedure of integrating Triad's diverse group of assets
and their employees into our existing base of operations when we
close in a couple of weeks.  Along with the tremendous upside from
an approximate 50,000 net mineral acreage position in the
Marcellus Shale, we believe there exists additional upside
potential for shareholder value enhancement within the existing
Triad asset portfolio.  In establishing this new core area of
operation for the Company, Magnum Hunter now has one of the most
cost effective ownership positions in the Appalachian Basin,
especially in the emerging Marcellus Shale play that continues to
expand in our region.  We are planning on drilling a minimum of
two Marcellus horizontal wells on our acquired acreage before mid-
year.  The opportunity for booking proven reserves is substantial
since no proven undeveloped reserves have previously been
accounted for in the Marcellus Shale."

                        About Triad Energy

Triad Energy Corporation is a 23-year old Reno, Ohio headquartered
oil and natural gas exploration and production company focused
exclusively in the Appalachian Basin with operations in Ohio, West
Virginia and Kentucky.  As of June 30, 2009, supported by a third
party independent engineering report prepared by an independent
third party engineering firm, Triad had total proved reserves of
approximately 5.2 MMBoe (69% crude oil and 69% classified as
proved developed producing).  The Company had a present value on
proved reserves discounted at 10% ($69.89 per Bbl and $3.835 per
Mcf) as of June 30, 2009 of $74.1 million.  Daily production from
over 2,000 wells is approximately 1,000 Boe.  The third party
engineering report does not reflect any future potential that may
exist from the drilling of horizontal wells in the Marcellus Shale
formation.

Triad presently controls approximately 88,417 net mineral acres
located in Ohio, West Virginia and Kentucky, with approximately
75% of this acreage classified as held by production "HBP."  Of
this total acreage position, approximately 47,000 net acres (53%
of the total net acres) overlay the Marcellus Shale play. Triad's
lease acreage position is concentrated and contiguous with
existing Triad operations and production.  Proved reserves and
upside production potential is reflected in Triad's mature oil
fields currently under primary and secondary development,
conventional fields with additional development and behind pipe
potential and horizontal drilling of Triad's Marcellus Shale
acreage position.

Other assets owned by Triad include (i) oilfield service equipment
(three air drilling rigs, pole units, frac tanks, trailers, gang
trucks, vacuum trucks, etc.), (ii) salt water disposal facilities
with a 1,000 Bpd average disposal rate and (iii) the control of
over 55 miles of existing natural gas pipelines and pipeline
right-of-ways ("Eureka Pipeline").  It is anticipated that the
midstream assets can be utilized to solve a portion of the
existing Appalachian Basin regional takeaway challenges and allow
Magnum Hunter to expand this natural gas transportation and
processing business to third parties.

                        About Magnum Hunter

Magnum Hunter Resources Corporation and subsidiaries --
http://www.magnumhunterresources.com/-- are a Houston, Texas
based independent exploration and production company engaged in
the acquisition of exploratory leases and producing properties,
secondary enhanced oil recovery projects, exploratory drilling,
and production of oil and natural gas in the United States.


TRIBUNE CO: $45.6M Bonus Plan Approved Over Objections
------------------------------------------------------
Overruling objections from unions, a bankruptcy judge reportedly
has approved Tribune Co.'s proposed $45.6 million bonus payout to
more than 700 managers and top executives, Law360 reports.  A
union had said in its objection that the bonuses would be
"excessive by any measure."

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIBUNE CO: Claim Traders Offering 70-Cents-on-the-Dollar
---------------------------------------------------------
According to an article by Peg Brickley posted at The Wall Street
Journal's Bankruptcy Beat, claims traders are offering 70 cents on
the dollar to acquire claims filed by Tribune Co.'s suppliers.
Ms. Brickley cited an informal phone survey of creditors this
week.

Ms. Brickley relates claims traders last year offered as little as
15 cents on the dollar for the claims.

According to TRIBUNE BANKRUPTCY NEWS, claim traders include ASM
Capital, L.P.; Claims Recovery Group LLC; Longacre Opportunity
Offshore Fund, Ltd.; Liquidity Solutions Inc.; Sierra Liquidity
Fund, LLC; Hain Capital Holdings, Ltd.; United States Debt
Recovery III LP; and Fair Harbor Capital, LLC.

"The offers started to rise, however, around the time a group of
Tribune's senior lenders, a/k/a potential lawsuit targets, said
they'd like to propose a Chapter 11 plan that would pay 100% to
creditors of operating subsidiaries.  Most business suppliers fall
in that category," Ms. Brickley reports.

A bankruptcy-exit plan has yet to be filed in the Debtors' cases.
Tribune has the exclusive right until February 28, 2010, to file a
plan.

Ms. Brickley also reports Tribune bond prices jumped in recent
months, after bondholders set off a public clamor for a suit
against the lenders that financed Tribune's 2007 leveraged buyout,
the source of much of the debt.  Ms. Brickley notes the bonds
haven't risen as high as the trade claims amid continued
uncertainty over who will get what under Tribune's restructuring.
"The threat of an LBO lawsuit, or 'this elephant in the room,' as
Judge Kevin Carey called it, has bondholders licking their chops
because the timeline looks designed for victory," Ms. Brickley
says.

Ms. Brickley recalls Tribune collapsed into Chapter 11 in 2008 the
year after the LBO piled on more than $8 billion worth of debt.
"Recession or no recession, bondholder attorneys say the LBO is an
easy target in a court fight over whether the deal doomed the
company.  No wonder a steering committee of 'credit agreement
lenders' that put up $4 billion of the LBO money is ready to woo
trade creditors owed $150 million with a 100-cents-on-the-dollar
Chapter 11 plan," Ms. Brickley says.

Ms. Brickley notes that even if no lender Chapter 11 plan ever
materializes, the prices on trade claims are a sign that the truly
smart money, the claims traders, believe the business vendors will
not be left out in the cold, no matter what happen in the battle
among the financial investors.  She says they are betting that
Tribune will take care of the sellers of advertising placement
services, providers of helicopter rides for reporting from the
skies and other vendors to the news and broadcast services.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIBUNE CO: Newspaper Guild Disappointed With Approval of Bonuses
-----------------------------------------------------------------
Judge Kevin Carey at the U.S. Bankruptcy Court for the District of
Delaware approved $45.6 million in bonuses for some 700 Tribune
Company executives in federal bankruptcy court in Wilmington.
However, the judge took no action on two other components of the
bonus program which would have meant more than $20 million more in
bonuses for top corporate management.

Supported by other unions and the U.S. Trustee, the Washington-
Baltimore Newspaper Guild (WBNG) objected to the proposed bonuses.
Tribune, currently undergoing reorganization through a Chapter 11
bankruptcy process, has about $13 billion in debt.

In a statement, M. William Salganik, past president of WBNG and
its representative to the Tribune creditors' committee, said,
"We're disappointed that the judge has approved the first level of
bonuses.  Tribune is paying out the largest amount ever through
this bonus -- more than triple the amount it paid for 2008.  At
the same time, operating cash flow is the lowest since the program
started in 1997 -- down more than one-third from 2008.  We think
it is too generous for the circumstances this year, and we believe
that cash should be conserved to pay creditors and to invest in
the business."

"However, we're pleased that the judge has not approved the
remaining two levels of extra payouts to top executives, which are
much more generous than the 'regular' bonuses.  We're glad that
the objections by the Guild and other unions, and by the United
States Trustee, have led the judge to give this bonus program such
scrutiny.  We believe these bonuses are excessive for Tribune at
this time.  We hope the judge ultimately agrees.

"Not just for Tribune, as it tries to emerge from bankruptcy, but
for the economy as a whole, it's important to examine the role
that executive bonuses should play.  The Guild believes companies
that use an executive bonus program need to make sure it is truly
tied to performance, and that the program provides the proper set
of incentives.  In Tribune's case, the program rewards cash flow,
not revenue, and the executives exceeded their targets through an
aggressive program of shrinking the products and the workforce.
We don't believe this is a good long-term business plan.

"Finally, although Tribune says its executives wouldn't be
motivated to work hard without bonuses, we think more highly of
our bosses.  While we sometimes disagree with them, we think
they're dedicated professionals who would do their best with or
without bonuses -- just as thousands of non-executive employees
are working hard for Tribune every day with no bonuses."

                         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: OpCo Debtors Want Feb. Deadline for Effective Date
-----------------------------------------------------------------
The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana, seek
to further extend the deadline, through and including February 28,
2010, by which all conditions to consummation of the confirmed
OpCo Plan must be satisfied or waived.

The OpCo Debtors aver that they have made substantial progress in
their Chapter 11 cases.  The OpCo Debtors have made significant
headway toward satisfying the conditions precedent to the
consummation of the Court-confirmed OpCo Plan, including (i)
obtaining certain necessary state regulatory approvals for their
casino operations, (ii) completing the registration process to
become a reporting company under the Exchange Act of 1934, and
(iii) finalizing the terms of their exit financing that will,
among other things, allow them to repay all of the amounts
outstanding under the DIP Facility, according to Lee E. Kaufman,
Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware.

The OpCo Debtors hope to exit Chapter 11 before the end of
February 2010, Mr. Kaufman says.

In the meantime, the period provided under the OpCo Plan for the
satisfaction or waiver of all conditions to consummation will
expire on January 31, 2010.

However, despite their efforts to move expeditiously to
consummate the OpCo Plan, the OpCo Debtors may not be in a
position to declare the OpCo Plan effective by the January 31
effective date deadline, Mr. Kaufman tells the Court.  The
looming deadline threatens to jeopardize the OpCo Debtors'
efforts to reorganize and consummate the OpCo Plan, he states.

Under the current circumstances, the OpCo Debtors maintain that
it is in the best interests of their creditors and estates to
extend the current effective date deadline, through and including
February 28, 2010.

In separate filings, the OpCo Debtors sought and obtained the
Court's approval to shorten the notice period for their request.
The Court will convene a hearing on January 27, 2010, at 2:00
p.m., Eastern Time, to consider the OpCo Debtors' request.
Objections are due on January 26, 2010, at 12:00 p.m., Eastern
Time.

                   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: OpCo Debtors Want 4th Amendment to DIP Pact
----------------------------------------------------------
The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana, seek
the Court's authority to enter into a fourth amendment to their
existing DIP Credit Agreement, and to pay a related amendment fee,
if any.

The OpCo Debtors are hopeful that they will exit bankruptcy
before the end of February 2010.  In the meantime, however, the
DIP Credit Agreement will mature by its terms on January 31,
2010, according to Lee E. Kaufman, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware.

Although the OpCo Debtors are working diligently to consummate
their Plan, and continue to make substantial progress towards
that end, they are still working towards satisfying certain
conditions precedent, many of which require substantial time and
are outside their control, Mr. Kaufman tells the Court.

Among other things, the OpCo Debtors are in the process of
obtaining certain necessary regulatory approvals, a process that
requires each state's gaming regulators to approve the OpCo Plan
and determine that the new directors and equity owners are
qualified or otherwise suitable, Mr. Kaufman relates.

The OpCo Debtors have initiated a dialogue with the DIP Lenders
to extend the maturity date of the DIP Credit Agreement.

Under a Fourth DIP Amendment, the OpCo Debtors seek to extend the
maturity date of the DIP Credit Agreement, through and including
February 28, 2010.  The OpCo Debtors do not expect to pay any
fees related to the current requested amendment.

The Fourth DIP Amendment is still under discussion with the DIP
Lenders, according to Mr. Kaufman.  Ultimately, he notes, the
amendment may contemplate the payment of an amendment fee payable
as of the execution date of the Fourth DIP Amendment.

As the terms of the Fourth DIP Amendment are currently being
finalized with the DIP Lenders, the OpCo Debtors anticipate
filing the final version of the Amendment before the hearing date
of the amendment request.

Previous amendments to the DIP Credit Agreement were approved by
the Court on October 14, 2008, March 17, 2009, and August 31,
2009.

The Court is set to convene a hearing on the Debtors' request on
January 27, 2010, at 2:00 p.m., Eastern Time.  Objections are due
no later than January 26, at 12:00 p.m., Eastern Time.

                   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 Want Until March 31 to Decide on Leases
-----------------------------------------------------------------
The New Jersey Debtors, namely Adamar of New Jersey, Inc., and its
affiliate, Manchester Mall, Inc., seek to further extend the time
within which they must assume or reject their unexpired non-
residential real property leases pursuant to Section 365(d)(4) of
the Bankruptcy Code until the earlier to occur of:

  (i) March 31, 2010, or

(ii) the Closing of the Amended and Restated Purchase Agreement
      on the sale of substantially all of the New Jersey
      Debtors' assets.

The New Jersey Debtors conduct their business operations from
premises subject to certain unexpired non-residential real
property leases, which include several parcels of land, a garage,
two warehouses, and a parking lot.

A list of the 10 Unexpired Leases is available at no charge at:

http://bankrupt.com/misc/TropiA_DispoUnexpiredLeases011910.pdf

The New Jersey Debtors' current deadline to assume or reject the
Unexpired Leases is the earlier of February 23, 2010, or the
Closing of the sale of all of their assets.

The New Jersey Debtors have received or reasonably expect to
receive before the February 9, 2010 hearing on the Lease Decision
Period Extension Motion "written consent of the lessor" to
further extend the lease decision deadline.

Moreover, the New Jersey Debtors do not anticipate meeting the
current January 31, 2010 sale deadline of their assets, as
additional regulatory approvals and waivers are required before a
closing on the Agreement can occur.  Indeed, former Justice Gary
Stein has sought an extension of the sale period deadline from
the New Jersey Casino Control Commission.

A further extension of the Lease Decision Period will provide the
New Jersey Debtors with the flexibility needed to comply with the
Amended Purchase Agreement with respect to their asset sale,
while avoiding the premature assumption of the Unexpired Leases
and the resulting incurrence of unnecessary administrative
expense obligations, Ilana Volkov, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., in Hackensack, New Jersey, asserts.

                   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)


TUPPERWARE BRANDS: Moody's Affirms 'Ba1' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Tupperware
Brands Corporation, including the company's corporate family
rating of Ba1 and revised the outlook to positive.  Tupperware's
speculative grade liquidity rating of SGL-2 was also affirmed.
This positive rating action reflects Tupperware's improved
profitability, sustained organic growth rate, meaningfully
improved credit metrics and demonstrated conservative financial
policies.

"Tupperware's operating performance and credit metrics have
improved despite the global economic downturn reflecting its
excellent geographic diversification, portfolio of recognized
brand names, favorable position in attractive direct selling
markets and conservative debt management," says Moody's Vice
President and Senior Credit Officer Janice Hofferber.

These ratings of Tupperware were affirmed/LGD assessments revised:

  -- Corporate family rating of Ba1

  -- Probability of default rating of Ba2

  -- $200 million senior secured revolving credit due September
     2012 of Baa3 (LGD 2, 19%)

  -- $465 million senior secured term loan A due September 2012 of
     Baa3 (LGD2, 19%)

  -- Speculative Grade Liquidity rating of SGL-2

  -- Outlook is positive

The last rating action regarding Tupperware was on September 12,
2008, when Moody's upgraded the company's corporate family rating
to Ba1 and assigned a Speculative Grade Liquidity rating of SGL-2.

Headquartered in Orlando, Florida, Tupperware Brands Corporation
is a direct seller of premium food storage, preparation, serving
items and cosmetics and personal care products with sales in
almost 100 countries worldwide.  Tupperware's distribution system
for its storage business includes 1,800 distributors, 58,700
managers and 1.2 million dealers worldwide.  In addition, the
company's beauty business commands a direct sales force over
1.1 million.  For the last twelve months ended September 26, 2009,
Tupperware's sales were approximately $2.0 billion.


TURNING STONE: Moody's Affirms Corporate Family Rating at 'B1'
--------------------------------------------------------------
Moody's Investors Service affirmed Turning Stone Resort Casino
LLC's Corporate Family Rating at B1 and $160 million senior
unsecured notes due 2014 at B1.  The rating outlook is stable.

"The affirmation reflects Moody's expectation that the company's
operating performance will likely remain resilient to the economic
pressures, primarily due to effective cost control as well as
favorable market conditions such as moderate local competition,"
stated Moody's analyst John Zhao.  "We also expect Turning Stone
will continue to generate positive free cash after tribal
distribution."

The B1 rating incorporates Turning Stone's small revenue base and
dependence on a single property, partly offset by solid financial
metrics, including total leverage of below 3.0 times as of
September 2009 and relatively benign competitive landscape in the
casino's feeder market.  However, the pending litigations and
substantial impact thereon constrain the rating.

The favorable market conditions, characterized by lower than
national average unemployment rate and modest local competition in
its core Syracuse, NY market, partially contributed to Turning
Stone resilience in its 2009 revenue which was basically flat
compared to the prior year.  Additionally, significant cost
savings through effective cost control measures resulted in
improved operating profit and free cash flow generation after
tribe distribution.  The company's debt protection measures
improved as majority of the free cash flow was applied to debt pay
down.  Further, Turning Stone solidified its liquidity, by
successfully refinancing its senior unsecured bond due 2010 in
October 2009 with senior secured credit facilities (unrated)
comprised of a $105 million term loan and $25 million revolving
facility, both due in December 2013.

The stable outlook reflects Moody's expectation that the revenue
will not likely decline materially over the next 12-18 months as
the company continues its effort to safeguard its customer base
and local market is to stay insulated to outside competition, nor
will it increase significantly without major capital spending on
expansion.  The outlook also incorporates Moody's view that
despite the latest positive development on the litigation front
when a District Court in New York State granted the Oneida Tribe's
motion with regard to its "Land into Trust Application", great
uncertainty exists both in terms of timing and final outcome in
this particular case and a few other related and unrelated on
going litigations.  In Moody's opinion, the ultimate court
decisions related to future legal challenges would likely occur
over the longer term and outside of the 12-18 months rating
horizon, at which point the ratings could be revisited.

The October 2009 refinancing has shifted the company's previous
pure-bond capital structure into a bank debt and bond construct,
resulting in change of Moody's family recovery assumption from 35%
to 50% according to the loss given default methodology.  As a
result, the probability of default rating was adjusted from Ba3 to
B1, now at par with the corporate family rating.

The rating action is:

* Corporate Family Rating -- affirmed at B1

* Probability of Default Rating -- adjusted to B1 from Ba3

* $160 million senior unsecured notes due 2014 -- affirmed at B1,
  loss given default assessment rate was adjusted to LGD 4, 51%
  from LGD 4, 67%.

* $160 million senior unsecured notes due 2010 -- withdrawn upon
  redemption

* Rating outlook: stable

Moody's last rating action occurred on June 19, 2007, when the B1
CFR was confirmed.

Turning Stone Casino Resort owns and operates a gaming and hotel
facility located approximately 30 miles east of Syracuse, NY.
Turning Stone is a business enterprise of the Oneida Indian Nation
that is located in New York.


UAL CORP: Reports $176 Million 4th Quarter Net Loss
---------------------------------------------------
UAL Corporation (Nasdaq: UAUA), the holding company whose primary
subsidiary is United Air Lines, Inc. reported results for the
fourth quarter ended December 31, 2009.  The company:

    * Reported a fourth quarter net loss of $176 million, or
      $1.05 per basic share, excluding non-cash, net mark-to-
      market hedge gains and certain accounting charges as
      outlined in note 6 of the attached statement of
      consolidated operations, narrowing its net loss by $391
      million compared to the fourth quarter of 2008.  The
      company reported a GAAP net loss of $240 million, or $1.44
      per basic share.

    * Reported a full year 2009 net loss of $1.1 billion,
      excluding non-cash, net mark-to-market hedge gains and
      certain accounting charges, an improvement of $645 million
      compared to the full year 2008.  The company reported a
      full year 2009 GAAP net loss of $651 million, an
      improvement of $4.7 billion compared to full year 2008.

    * Consolidated passenger revenue per available seat mile
      (PRASM) for the fourth quarter declined 5.2% year-over-
      year, a significant sequential improvement compared to the
      14.7% year-over-year decline in the third quarter of 2009.

    * Mainline unit cost per available seat mile (CASM) for the
      quarter was up 1.1% year-over-year, excluding fuel and
      certain accounting charges, despite a reduction in
      mainline capacity of 6.0% year-over-year.  Mainline CASM,
      including fuel and excluding non-cash, net mark-to-market
      fuel hedge gains and certain accounting charges, was down
      9.0% year-over-year.  GAAP mainline unit cost, including
      these items, was down 19.8%.

    * Closed the quarter with total cash of $3.4 billion,
      unrestricted cash of more than $3.0 billion, and
      restricted cash of $341 million.

    * Completed financings totaling more than $2.1 billion in
      the fourth quarter and approximately $700 million early in
      the first quarter 2010, generating approximately $1.8
      billion in new liquidity and reducing fixed obligations in
      2010 and 2011 by more than $700 million.

    * Ranked No. 1 in on-time arrivals among the major network
      carriers for the fourth quarter and the full year 2009
      based on preliminary industry results.

    * Welcomed Continental to the Star Alliance and filed an
      application with All Nippon Airways and Continental for
      antitrust immunity across the Pacific, in order to create
      a joint venture similar to the already approved joint
      venture across the Atlantic with Lufthansa, Continental
      and Air Canada.

"Against a backdrop of extraordinary challenges in 2009, we
responded with our best work.  This has been a year of solid
progress against our priorities of building network strength in
key geographies, creating and maximizing revenue opportunities,
and improving operational performance and customer satisfaction
metrics, such as finishing first among network carriers in on-time
performance," said Glenn Tilton, UAL Corporation chairman,
president and CEO.  "We have established tight cost control across
the company, and, with strengthened liquidity, we are well
positioned to continue to take actions to create a stronger United
and improve our competitive position."

              Revenue Trends Continue Improvement
                    from the Third Quarter

For the fourth quarter, consolidated PRASM declined 5.2% year-
over-year, an improvement of 9.5 percentage points compared
to the third quarter of 2009.  Consolidated yield declined 8.4%
and consolidated load factor increased 2.8 percentage points year-
over-year.

            4Q 2009   Passenger
           Passenger  Revenue % Inc./ PRASM % Inc./ ASM % Inc./
Geographic    Revenue    (Dec.) vs      (Dec) vs.     (Dec) vs.
Area         (millions)   4Q 2008         4Q 2008       4Q 2008
----------   ---------- -------------   ------------ ------------
Domestic         $1,732    (12.9%)         (8.5%)       (4.8%)
Pacific             589    (15.9%)         (7.8%)       (8.7%)
Atlantic            587     (1.7%)          1.3%        (3.1%)
Latin America        93    (27.0%)         (6.0%)      (22.3%)
            ---------- -------------   ------------ ------------
International    $1,269    (10.9%)         (3.6%)       (7.7%)
Mainline         $3,001    (12.1%)         (6.4%)       (6.0%)
Regional
Affiliates         812      8.0%          (7.8%)       17.2%
Consolidated     $3,813     (8.5%)         (5.2%)       (3.4%)

Cargo revenue for the quarter decreased 7.8% year-over-year. This
is a significant improvement from prior quarters as the improved
economic environment coupled with reduced industry cargo capacity
has resulted in increased yields and higher quality traffic in a
number of major markets.

               Mainline Unit Costs Down 0.6 Percent
              Year-Over-Year for the Full Year 2009

Total consolidated expense, including fuel, was down $4.6 billion
year-over-year for the full year 2009, excluding non-cash, net
mark-to-market hedge gains and certain accounting charges.
Consolidated expense, excluding fuel and certain accounting
charges, was down $963 million or 7.5%, as the company continued
its success in reducing non-fuel costs as capacity declined. Total
GAAP consolidated expense, including these items, was down
$8.1 billion for the year.

Mainline CASM, excluding fuel and certain accounting charges,
increased by only 1.1% in the fourth quarter, despite a 6.0%
decline in mainline capacity.  For the full year, mainline CASM,
excluding fuel and certain accounting charges, decreased 0.6%,
despite a 9.7% decline in mainline capacity.

Consolidated CASM, excluding fuel and certain accounting charges,
increased by only 1.0% year-over-year in the fourth quarter
despite a 3.4% decline in consolidated capacity.  GAAP mainline
and consolidated CASM, including these items, were down 19.8% and
17.5% respectively, compared to the year-ago quarter.

            70% of the Company's First Quarter 2010
                    Fuel Consumption Hedged

The company recorded $24 million in cash losses on fuel hedges
that settled in the fourth quarter.  In addition, the company also
recorded non-cash, net mark-to-market gains on its fuel hedges of
$103 million.  The cash losses on the contracts that settled
during the quarter were offset by $52 million in cash collateral
that was returned during the quarter.  The table below details
hedge impacts for the quarter:

                           Three Months Ending Dec. 31, 2009
Fuel Hedge Impacts                       (in millions)
------------------          ----------------------------------
                                        Included in
                        Included in    Non-Operating
                        Fuel Expense      Expense      Total
                        ------------   -------------   -----
Non-Cash Net Mark-to-
Market Gain/(Loss)          $65              $38        $103
Cash net Gain/(Loss) on
Settled Contracts             9              (33)        (24)
                        ------------   -------------   -----
Total Recorded Net Gain     ($74)             ($5)       ($79)
                        ------------   -------------   -----
Return of Hedge Collateral                                $52

The company's hedge book consists of roughly 50% call options
and 50% swaps, providing protection against rising fuel prices,
while allowing significant downside participation if fuel prices
fall.  For the first quarter 2010, the company has capped 70% of
its estimated consolidated fuel consumption at a crude equivalent
average price of $75 per barrel.  For the full year 2010, the
company has capped 40% of its estimated consolidated fuel
consumption at a crude-equivalent average price of $77 per barrel.
The company will benefit from about 80% downside participation for
the full year 2010 if fuel prices fall.

                   Raised Substantial Liquidity
                    in Improved Credit Markets

The company ended the quarter with a total cash balance of
$3.4 billion, which included an unrestricted cash balance of more
than $3.0 billion and restricted cash of $341 million.

During the fourth quarter, the company raised more than $2.1
billion from various transactions, adding more than $1 billion in
new liquidity.  This includes $345 million from a convertible debt
offering, $138 million from the issuance of common equity, $129
million from a financing with SkyWest, Inc. and $60 million from
asset sales and private financings.  The company also raised $1.5
billion from refinancing two enhanced equipment trust certificates
(EETCs), resulting in $380 million of incremental liquidity
between closing and repayment of the existing secured notes. Of
the $380 million in incremental liquidity, $130 million was
received in the fourth quarter 2009 and $250 million was received
in January 2010.  In addition to generating incremental liquidity,
the EETC refinancings reduced the company's debt amortization by
$440 million in 2010 and by $275 million in 2011.

This month, the company completed an additional secured debt
offering which raised approximately $700 million in new liquidity.
This new debt offering was secured by United's route authorities
to operate between the United States and Japan and beyond Japan to
points in other countries, certain airport takeoff and landing
slots and airport gate leaseholds utilized in connection with
these routes.  To accommodate the transfer of the collateral from
United's senior secured credit facility, the proceeds from this
debt offering will remain in escrow until April 2010.

During the fourth quarter, the company generated $88 million of
positive operating cash flow and breakeven free cash flow, defined
as operating cash flow less capital expenditures.  The company had
scheduled debt and net capital lease payments of $221 million
during the fourth quarter and non-aircraft capital expenditures of
$87 million.

"We have clearly taken the liquidity issue off the table, having
improved our unrestricted cash balance by more than $1 billion
and, through our refinancings, significantly lowered our fixed
obligations over the next few years," said Kathryn Mikells, UAL
Corporation chief financial officer.  "With business and premium
traffic strengthening and the benefit of an improved cost
structure, we are well on the road to closing the profitability
gap."

             No. 1 On-Time Network Carrier for 2009

Based on preliminary industry results, United ranked first among
the five U.S. network carriers in on-time arrival performance in
both the fourth quarter 2009 and full year 2009.  The company had
a recordbreaking November with the best on-time performance since
reporting to the Department of Transportation began in October
1987.  It also tied its best ever day for arrival performance on
November 28, when more than 96% of flights were on time.

                       Business Highlights

    * United announced a significant investment in the company's
      future with a widebody aircraft order that will enable the
      carrier to reduce operating costs and better match
      aircraft to key markets it serves, while providing its
      customers with state-of-the-art cabin comfort.  The new
      technology aircraft will reduce fuel burn and
      environmental impact, while enabling service to a broader
      array of international destinations.  United ordered 25
      Airbus A350 XWB aircraft and 25 Boeing 787 Dreamliner
      aircraft and has future purchase rights for 50 of each
      aircraft type.

    * United announced it will inaugurate its first-ever service
      to Africa in 2010, with one daily, sameplane service from
      Washington to Accra, Ghana, continuing on to Lagos,
      Nigeria.  The airline also will extend its existing daily
      Washington-Kuwait flight to include Bahrain, and will
      offer a new nonstop flight between Chicago and Brussels,
      Belgium, and a new seasonal nonstop flight between Chicago
      and Rome, Italy.

    * Following Continental Airlines' entry into Star Alliance,
      United, All Nippon Airways (ANA) and Continental filed an
      application with the U.S. Department of Transportation for
      antitrust immunity.  This first-of-its kind U.S.-Pacific
      joint venture builds on United's presence in the region
      and will enable the three carriers to generate substantial
      service and pricing benefits for consumers.  The joint
      venture would be similar to an already approved trans-
      Atlantic joint venture with Lufthansa, Continental and Air
      Canada.

                       2010 Outlook

The company expects both mainline and consolidated CASM, excluding
fuel, profit sharing and certain accounting charges for the full
year 2010 to be up 2.0% to 3.0% year-over-year.  The full increase
is driven by unit cost pressures in four areas: revenue-related
expenses, airport rents and landing fees, Annual Incentive Plan
accruals in 2010 and accelerated aircraft depreciation.  Please
refer to Q2 in the Questions & Answers section on page 8 of this
release for a description of the impact of these items on 2010
non-fuel unit cost.

The company expects scheduled debt and capital lease payments of
approximately $700 million, nonaircraft capital expenditures of
approximately $350 million and aircraft pre-delivery deposits of
approximately $60 million for the full year 2010.  Complete
details on United's outlook can be found in the Investor Update,
available at www.united.com/ir


              UAL Corporation and Subsidiary Companies
         Unaudited Statement of Consolidated Operations
             Three Months Ended December 31, 2009
                          (In Millions)

Operating revenues:
Passenger - United Airlines                          $3,001
Passenger - Regional Affiliates                         812
Cargo                                                   166
Other operating revenues                                214
                                                    --------
Total Operating Expenses                                4,193

Operating expenses:
Salaries and related costs                              935
Aircraft fuel                                           877
Regional affiliates                                     785
Purchased services                                      315
Aircraft maintenance materials and outside repairs      247
Landing fees and other rent                             229
Depreciation and amortization                           227
Distribution expenses                                   132
Aircraft rent                                            81
Cost of third party sales                                58
Other impairments and special items                     124
Other operating expenses                                257
                                                    --------
Total Operating Expenses                                4,267

Loss from operations                                      (74)

Other income (expense):
Interest expense                                       (162)
Interest income                                           4
Interest capitalized                                      2
Miscellaneous, net                                       18
                                                    --------
                                                        (138)

Loss before income taxes
and equity in earnings of affiliates                     (212)

Income tax expense (benefit)                               29
                                                    --------

Loss before equity in earnings of affiliates             (241)
Equity in earnings of affiliates, net of tax                1
                                                    --------
NET LOSS                                                ($240)
                                                    ========


            UAL Corporation and Subsidiary Companies
       Unaudited Statement of Consolidated Operations
                 Year Ended December 31, 2009
                        (In Millions)

Operating revenues:
Passenger - United Airlines                         $11,910
Passenger - Regional Affiliates                       3,064
Cargo                                                   536
Other operating revenues                                825
                                                    --------
Total Operating Expenses                               16,335

Operating expenses:
Salaries and related costs                            3,773
Aircraft fuel                                         3,405
Regional affiliates                                   2,939
Purchased services                                    1,167
Aircraft maintenance materials and outside repairs      965
Landing fees and other rent                             905
Depreciation and amortization                           902
Distribution expenses                                   534
Aircraft rent                                           346
Cost of third party sales                               230
Goodwill impairment                                       -
Other impairments and special items                     374
other operating expenses                                956
                                                    --------
Total Operating Expenses                               16,496
                                                    --------
Loss from operations                                     (161)

Other income (expense):
Interest expense                                       (577)
Interest income                                          19
Interest capitalized                                     10
Miscellaneous, net                                       37
                                                    --------
                                                        (511)

Loss before income taxes
and equity in earnings of affiliates                     (672)

Income tax expense (benefit)                              (17)
                                                    --------

Loss before equity in earnings of affiliates             (655)
Equity in earnings of affiliates, net of tax                4
                                                    --------
NET LOSS                                                ($651)
                                                    ========


           UAL Corporation and Subsidiary Companies
             Statements of Consolidated Cash Flows
              Three Months Ended December 31, 2009
                        (In Millions)

Cash flows provided (used) by operating activities:       $88

Cash flows provided (used) by investing activities:
Net sales of short-term investments                       -
Additions to property, equipment and deferred software  (87)
Proceeds from the sale of investment                     10
(Increase) Decrease in restricted cash                   18
Proceeds from asset sale-leasebacks                      40
Proceeds from litigation on advance deposits              -
Proceeds from the sale of property and equipment          1
Other, net                                              (10)
                                                    --------
                                                         (28)
                                                    --------

Cash flows provided (used) by financing activities:
Repayment of Credit Facility                              -
Repayment of other debt                                (161)
Special distribution to common shareholders               -
Principal payments under capital leases                 (61)
Decrease in capital lease deposits                        -
Increase in deferred financing costs                    (40)
Proceeds from issuance of long-term debt                586
Proceeds from the issuance of common stock              132
Other, net                                                -
                                                    --------
                                                         457
                                                    --------

Increase (decrease) in cash and cash equivalents
during the period                                        517
Cash and cash equivalents at beginning of the period    2,525
                                                    --------
Cash and cash equivalents at end of the period         $3,042
                                                    ========


            UAL Corporation and Subsidiary Companies
             Statements of Consolidated Cash Flows
                   Year Ended December 31, 2009
                         (In Millions)

Cash flows provided (used) by operating activities:      $966

Cash flows provided (used) by investing activities:
Net sales of short-term investments                       -
Additions to property, equipment and deferred software (317)
Proceeds from the sale of investment                     10
(Increase) Decrease in restricted cash                  (19)
Proceeds from asset sale-leasebacks                     175
Proceeds from litigation on advance deposits              -
Proceeds from the sale of property and equipment         78
Other, net                                               (7)
                                                    --------
                                                         (80)
                                                    --------

Cash flows provided (used) by financing activities:
Repayment of Credit Facility                            (18)
Repayment of other debt                                (776)
Special distribution to common shareholders               -
Principal payments under capital leases                (190)
Decrease in capital lease deposits                       23
Increase in deferred financing costs                    (49)
Proceeds from issuance of long-term debt                907
Proceeds from the issuance of common stock              222
Other, net                                               (2)
                                                    --------
                                                         117
                                                    --------

Increase (decrease) in cash and cash equivalents
during the period                                      1,003
Cash and cash equivalents at beginning of the period    2,039
                                                    --------
Cash and cash equivalents at end of the period         $3,042
                                                    ========

"United did an 'exceptional' job reducing costs and benefits as
revenue improves," Gary Chase, an analyst at Barclays Capital in
New York who rates UAL as "overweight," wrote in a note to
clients, reports Bloomberg News.

UAL rose 4 cents to $12.83 at 4 p.m. in Nasdaq Stock Market
trading, according to a January 27 report by Bloomberg News.
UAL stock has gained 16 percent in the past 12 months, says the
report.

Bloomberg's Nadine Elsibai Skoczylas said UAL Corp. Chief
Financial Officer Kathryn Mikells told CNBC that UAL is seeing
"strong signs" of recovery.

"Trends in terms of business travelers coming back are
clearly trending positive and continue to trend positive,"
Ms. Mikells said in an interview on CNBC, notes the report. "We're
clearly seeing strong signs of recovery."  Ms. Mikells further
stated that better traffic plus lower costs put United on the road
to "closing the probability gap," reports The The Associated
Press.

                   About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.  (United Airlines
Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

UAL Corp. carries a 'Caa1' probability of default rating from
Moody's, 'B-' long term foreign issuer credit rating from Standard
& Poor's, and 'CCC' long term issuer default rating from Fitch.


UAL CORP: Provides Financial Projections for 1st Quarter
--------------------------------------------------------
UAL Corp, the holding company of United Air Lines, Inc., filed
with the U.S. Securities and Exchange Commission on January 27,
2010, an investor update related to its financial and operational
outlook for the first quarter and full year of 2010.

                          Capacity

Kathryn A. Mikells, senior vice president and chief financial
officer of UAL, discloses that first quarter 2010 consolidated
available seat miles are estimated to be down 1.5% to 2.5% year-
over-year.  Full-year 2010 consolidated ASMs are estimated to be
down 0.5% to up 0.5%, she says.

                      Non-Fuel Expense

UAL expects first quarter 2010 mainline non-fuel unit cost per
ASM, excluding profit sharing and certain accounting charges, to
be up 4.5% to 5.5% year-over-year.  Similarly, UAL estimates
consolidated CASM, excluding profit sharing and certain accounting
charges, to be up 4.0% to 5.0% year-over-year.  For the full-year
2010, UAL anticipates both mainline and consolidated CASM,
excluding fuel, profit sharing and certain accounting charges to
be up 2.0% to 3.0% year-over-year.  Ms. Mikells explains that the
full increase is driven by unit cost pressures in four areas:
revenue-related expenses, airport rents and landing fees, Annual
Incentive Plan accruals in 2010 and accelerated aircraft
depreciation.

                         Fuel Expense

UAL estimates mainline fuel price, including the impact of cash
settled hedges, to be $2.22 per gallon for the first quarter and
$2.27 for the full year, based on forward prices as of January 22,
2010.

                  Non-Operating Income/Expense

Ms. Mikells relates that non-operating expense is estimated to be
$150 million to $160 million for the first quarter and $650
million to $670 million for the full year.

                         Income Taxes

Because of its net operating loss carry-forwards, UAL expects to
pay minimal cash taxes for the foreseeable future and is not
recording incremental tax benefits at this time.  UAL also
anticipates an effective tax rate of 0% for the first quarter and
full year 2010.

                 Capital Spending and Scheduled Debt
                     and Capital Lease Payments

Of the planned roughly $350 million in non-aircraft capital
expenditures for 2010, about $70 million will be spent in the
first quarter, Ms. Mikells points out. She says that UAL will have
about $60 million in aircraft pre-delivery deposits for the first
quarter 2010 and full year 2010 associated with the widebody
aircraft order previously announced in the fourth quarter of 2009.
She further states that UAL expects scheduled debt and capital
lease payments of about $168 million for the first quarter and
about $700 million for the full year.

                      Fuel Hedge Positions

Ms. Mikells discloses that UAL's hedge book consists of roughly
50% call options and 50% swaps, providing protection against
rising fuel prices, while allowing significant downside
participation if fuel prices fall.  For the first quarter 2010,
UAL has capped 70% of its estimated consolidated fuel consumption
at a crude-equivalent average price of $75 per barrel.  Moreover,
for the full year 2010, UAL has capped 40% of its estimated
consolidated fuel consumption at a crude-equivalent average price
of $77 per barrel.  She explains that UAL will benefit from about
80% downside participation for the full year 2010 if fuel prices
fall.

UAL's estimated settled hedge impacts - including the impact of
hedge premiums - at various crude oil prices, based on the hedge
portfolio as of January 22, 2010 are:

Cash Settled
Crude Oil Price   Hedge Impact  1Q10   2Q10   3Q10   4Q10   FY10
---------------   ------------  ----   ----   ----   ----   ----
$100 per Barrel   Mainline
                 Fuel Price
                 Excluding
                 Hedge($/gal) $2.77  $2.78  $2.85  $2.87  $2.82
                 Impact to Fuel
                 Expense
                 ($/gal)     ($0.27)($0.28)($0.14)($0.05)($0.18)

$90 per Barrel    Mainline
                 Fuel Price
                 Excluding
                 Hedge($/gal) $2.53  $2.54  $2.61  $2.64  $2.58
                 Impact to Fuel
                 Expense
                 ($/gal)     ($0.13)($0.13)($0.05)($0.02)($0.08)

$80 per Barrel    Mainline Fuel
                 Price Excluding
                 Hedge($/gal) $2.29  $2.31  $2.37  $2.40  $2.34
                 Impact to Fuel
                 Expense
                 ($/gal)      $0.01  $0.01  $0.04  $0.00  $0.01

$74.54 per        Mainline Fuel
Barrel            Price Excluding
                 Hedge($/gal) $2.16  $2.18  $2.24  $2.27  $2.21
                 Impact to Fuel
                 Expense
                 ($/gal)      $0.06  $0.07  $0.07  $0.02  $0.06

$70 per Barrel    Mainline Fuel
                 Price Excluding
                 Hedge($/gal) $2.06  $2.07  $2.13  $2.16  $2.10
                 Impact to Fuel
                 Expense
                 ($/gal)      $0.11  $0.12  $0.09  $0.02  $0.09

$60 per Barrel    Mainline Fuel
                 Price Excluding
                 Hedge($/gal) $1.82  $1.83  $1.89  $1.92  $1.87
                Impact to Fuel
                Expense
                ($/gal)       $0.18  $0.20  $0.14  $0.04  $0.14

$50 per Barrel   Mainline Fuel
                Price Excluding
                Hedge($/gal)  $1.58  $1.59  $1.66  $1.68  $1.63
                Impact to Fuel
                Expense
                ($/gal)       $0.26  $0.28  $0.19  $0.05  $0.19

A full-text copy of UAL's Investor Update is available for free
at http://ResearchArchives.com/t/s?4ea1

                   About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.  (United Airlines
Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

UAL Corp. carries a 'Caa1' probability of default rating from
Moody's, 'B-' long term foreign issuer credit rating from Standard
& Poor's, and 'CCC' long term issuer default rating from Fitch.


UAL CORP: ALPA to Pay $44MM to Senior Pilots, Sues Over Payment
---------------------------------------------------------------
Judge Matthew F. Kennelly of the United States District Court for
the Northern District of Illinois entered on December 14, 2009, a
final judgment in favor of John P. Mansfield, individually and on
behalf of about 2,200 individuals against Air Line Pilots
Association, International and United Air Lines, Inc.

To recall, Mr. Mansfield and certain United senior pilots filed a
lawsuit in 2006, against ALPA in the District Court, alleging that
the organization did not adequately represent their interests when
UAL Corp. was in bankruptcy.  According to the complaint filed by
Mr. Mansfield, et al., ALPA favored younger union members when it
allocated $550 million in convertible notes given by United in
exchange for the right to terminate pension plan obligations.

UAL intervened in 2007, asserting that the Mansfield Action might
undermine its reorganization, Bloomberg noted.

In light of the final judgment, the District Court approved a
settlement agreement between Mr. Mansfield, et al. and the ALPA
dated October 18, 2009, whereby ALPA will pay $44,000,000 into an
interest-bearing escrow account at a financial institution, on the
first to occur of:

  (1) the 51st day after entry of the Final Judgment and Order,
      if there is no timely appeal; or

  (2) the 91st day after entry of the Final Judgment and Order,
      if there was a timely appeal from entry of the Final
      Judgment.

Pursuant to the Settlement Agreement, the class counsel is awarded
attorneys' fees of $15,400,000, which is 35% of the aggregate
settlement fund, and reimbursement of expenses for $986,589.

Myron Cherry, Esq., counsel to ALPA told The Wall Street Journal
that the deadline to file appeals to the Settlement Agreement has
passed, and ALPA is, thus, expected to make the payment of the $44
million within weeks.  In a prior interview with Bloomberg, Mr.
Cherry said that ALPA would ask United to fund at least some of
the $44 settlement amount.  However, UAL spokesperson Jean Medina
said via phone interview with Bloomberg that United had received
no request for payment as of January 21, 2010.

In this light, the ALPA commenced an action against UAL in a state
court in New York, seeking the $44 million that ALPA will pay in
the Settlement Agreement, WSJ disclosed.

According to the WSJ, ALPA had $100 million in net assets at the
end of 2008, based on its most recent financial report filed with
the United States Department of Labor.  ALPA took in total
receipts, including dues income, of $233.5 million that year, and
it disbursed $238.1 million, the WSJ said.

                   About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.  (United Airlines
Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

UAL Corp. carries a 'Caa1' probability of default rating from
Moody's, 'B-' long term foreign issuer credit rating from Standard
& Poor's, and 'CCC' long term issuer default rating from Fitch.


US STEEL: $1.7 Bil. Operating Loss Won't Move Moody's 'Ba2' Rating
------------------------------------------------------------------
Moody Investors Service commented that US Steel's $1.7 billion
operating loss and net loss of $1.4 billion in 2009 has no
immediate impact on the company's Ba2 corporate family rating.
The rating outlook remains negative.

Moody's last rating actions on US Steel were on April 27, 2009
when Moody's downgraded the Baa3 senior unsecured rating, assigned
a Ba2 corporate family rating and assigned a Ba3 rating to the
senior convertible note issue due 2014.

Headquartered in Pittsburgh, PA, US Steel manufactures a wide
variety of steel sheet, tubular and tin products.  Revenues for
the year ended December 31, 2009, were $11.0 billion, a 51%
decrease from 2008 revenue levels.


US STEEL: Fitch Downgrades Issuer Default Rating to 'BB+'
---------------------------------------------------------
Fitch Ratings has downgraded United States Steel Corporation's
ratings:

  -- Issuer Default Rating to 'BB+' from 'BBB-';
  -- Senior secured credit facility to 'BBB-' from 'BBB'; and
  -- Senior unsecured notes to 'BB+' from 'BBB-'.

The Rating Outlook is revised to Stable from Negative.

The downgrade reflects lack of visibility into the strength of the
recovery and the timing of U.S. Steel's return to profitability.
The Stable Rating Outlook reflects Fitch's view that U.S. Steel's
liquidity is sufficient to support operations should the recovery
remain weak for the next 12-18 months.

Fitch believes that free cash flow will be negative for 2010 and
the ratings incorporate the possibility that the company will seek
external financing in the near term for some portion of its
capital spending over the next 24-36 months.  Preliminary
operating EBITDA was a loss of roughly $1 billion for 2009 and
debt at year-end was $3.4 billion.

Cash on hand at year-end was $1.2 billion; the $750 million
revolver was available up to its borrowing base ($637 million as
of Sept. 30, 2009) as was the $500 million accounts receivable
facility.  The revolver expires May 11, 2012, and the receivables
facility expires Sept. 24, 2010.  The revolver has a 1.10:1.00
fixed charges coverage ratio requirement only at such times as
availability under the facility is less $112.5 million.

Fitch estimates that scheduled maturities of debt are $19 million
in 2010, $590 million in 2011 and $20 million in 2012 following
the repayment of the term loans in 2009.  Capital expenditure
guidance for 2010 is $530 million and Fitch expects interest
expense in the range of $190 million to $200 million.  Fitch
expects U.S. Steel to generate positive EBITDA in 2010.

A review of the ratings and Outlook would be warranted should
liquidity deteriorate or results are much weaker than expected.

U.S. Steel ranks in the world's top steel producers with raw steel
capability of 31.7 million net tons per year.  The company
produces a wide variety of steel products, is a leading supplier
of carbon sheet to the automotive and appliance industries, and is
the second-largest tin mill product producer in North America.
U.S. Steel is the largest North American producer of seamless oil
country tubular goods used in oil/gas drilling.


VICKY BARTKO: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Vicky Bartko
          fka Wladysla Bartko
          aka Vicky Green
        169 Bayside Drive
        Atlantic Beach, NY 11509-1640

Bankruptcy Case No.: 10-10472

Chapter 11 Petition Date: January 27, 2010

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtor's Counsel: Edward E. Neiger, Esq.
                  Neiger LLP
                  111 John Street
                  New York, NY 10038
                  Tel: (212) 267-7342
                  Fax: (212) 406-3677
                  Email: eneiger@neigerllp.com

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

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

According to the schedules, the Company has assets of $2,440,800,
and total debts of $3,075,176.

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

             http://bankrupt.com/misc/nysb10-10472.pdf

The petition was signed by Ms. Bartko.


WASHINGTON MUTUAL: Trustee Slams Investor's Committee Request
-------------------------------------------------------------
The U.S. trustee in Washington Mutual Inc.'s bankruptcy has
objected to Black Horse Capital Management LLC's request to
reconstitute a committee of equity holders by making it include
only preferred stock holders, noting that many of the members
already hold preferred shares, according to Law360.

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WITSOP-1 LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Witsop-1,LLC
        150 Longwater Drive, Suite 202
        Norwell, MA 02061

Bankruptcy Case No.: 10-10711

Chapter 11 Petition Date: January 27, 2010

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

Judge: Henry J. Boroff

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 James V. O'Brien.


WORLD COLOR: Moody's Says Acquisition by Quad May Fully Repay Debt
------------------------------------------------------------------
Moody's Investors Service said the proposed acquisition of World
Color Press Inc. by Quad/Graphics, Inc., is likely to result in
World Color's debt being fully repaid.

Moody's most recent rating action concerning World Color was taken
on June 15, 2009, at which time, among other things, the company's
corporate family and probability of default ratings were
downgraded to B2.

World Color'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 World Color's core industry and World Color's ratings
are believed to be comparable to those of other issuers of similar
credit risk.

Headquartered in Montreal, Quebec, Canada, World Color Press Inc.
is one of the world's largest commercial printers.


WORLD COLOR: S&P Puts 'B+' Rating on CreditWatch Positive
---------------------------------------------------------
Standard & Poor's Ratings Services said it placed all of its
ratings on Montreal-based World Color Press Inc. (formerly
Quebecor World Inc.), including its 'B+' long-term corporate
credit rating, on CreditWatch with positive implications.
Positive implications mean that S&P could raise or affirm the
ratings depending on the outcome of S&P's review.

"This rating action follows the announcement of a definitive
agreement by which Wisconsin-based commercial printer
Quad/Graphics Inc. will acquire World Color in a largely stock
transaction," said Standard & Poor's credit analyst Lori Harris.
"We expect the acquisition to close in the summer of 2010, subject
to shareholder and regulatory approvals," Ms. Harris added.

Should the transaction be completed, S&P believes the combined
company would have stronger business risk and financial risk
profiles than World Color on a stand-alone basis because of
opportunities for synergies, improved product and geographic
footprint, and larger scale, as well as S&P's expectation that the
company will not be highly leveraged.

The ratings on World Color will remain on CreditWatch with
positive implications until the transaction is completed and the
company's existing debt is either repaid or refinanced.  Should
the transaction be terminated, S&P will remove the ratings from
CreditWatch.


* Bill Aims To Add Bankruptcy Judges Amid Case Crunch
-----------------------------------------------------
With bankruptcy courts facing an ever-mounting stack of
increasingly complex cases in a crumbled economy, the U.S. House
of Representatives is considering a bill that would add 25
permanent judges to the bankruptcy bench, according to Law360.


* Municipal Gov't Bankruptcy Warnings to Trigger Fitch Inquiry
--------------------------------------------------------------
Stan Rosenberg at Dow Jones Newswires reports Fitch Ratings warned
Wednesday that while some fiscally distressed municipal
governments have publicly considered filing for bankruptcy over
the past year, those "statements should be taken seriously" and
that they will "trigger an inquiry" by the ratings firm.

"If bankruptcy is being actively considered, Fitch will assess
whether the entity's current rating should be maintained, as
consideration of bankruptcy not only indicates severe financial
stress but also a willingness to compromise the credit standing of
bondholders through a bankruptcy filing," the Fimalac S.A.
(FIM.FR) said in a special comment, according to Dow Jones.

Fitch, the report relates, cited a bankruptcy workout plan
approved in December by the city council of Vallejo, Calif., that
includes reductions in debt service payments on general fund
obligations.  It said the plan seems to align with a bankruptcy
judge's earlier ruling that favored rejection of Vallejo's labor
contract with an electrical workers' union.  The basis for the
rejection was that it met three criteria, one of which was that
all creditors shared equitably in losses, including bondholders,
to whom payments had previously been delayed or reduced.

Bondholders usually are protected from sharing in losses.

"If the Vallejo bankruptcy plan is approved by the court and
ultimately upheld, it could set a precedent for future municipal
bankruptcies," according to a team of Fitch analysts headed by
Richard J. Raphael, the report relates.  At least some classes of
bondholders would have to share in losses along with other
creditors under the ruling, "further highlighting the perils to
bondholders when bankruptcy is pursued."


* Rohatyn Returns to Lazard as Special Advisor to CEO
-----------------------------------------------------
Lazard Ltd. said Wednesday Felix Rohatyn has returned to the firm
as Special Advisor to Chairman and Chief Executive Officer Kenneth
M. Jacobs, effective February 1.  Mr. Rohatyn, based in New York,
had a nearly 50-year career at Lazard, as a Partner and Managing
Director, until he left in 1997 to serve as United States
Ambassador to France.  He most recently headed his own private
advisory firm, Rohatyn Associates.

"Felix is a legend in our industry, and I am honored that he is
returning to the firm that he helped to create," said Mr. Jacobs.
"His wisdom and unparalleled experience working with multi-
national organizations, financial institutions and governments,
extensive relationships in both the public and private sectors and
his long history with Lazard, will provide tremendous value to our
clients, to me and our leadership team."

"Lazard has demonstrated an innate ability to grow and thrive
through changes in leadership, capital structure and the economy,"
said Mr. Rohatyn.  "It has been immensely rewarding to see Ken
rise to lead Lazard.  I look forward to returning to Lazard to
work with Ken and his leadership team, but also to rejoining a
firm that has cemented its position as one of the leading
financial advisory firms in the world."

Mr. Rohatyn is a trustee of the Center for Strategic and
International Studies, is a member of the Council on Foreign
Relations, and serves on the Board of Directors of Publicis Groupe
SA and LVMH (Louis Vuitton Moet Hennessey).  Mr. Rohatyn started
his career at Lazard in 1948, leaving in 1997 for his
Ambassadorship to France under President Clinton.  He was chairman
of the Municipal Assistance Corporation (MAC) of the State of New
York from 1975 to 1993, where he managed the negotiations that
enabled New York City to resolve its financial crisis in the late
1970s.  He also served as a member of the board of governors of
the New York Stock Exchange from 1968 to 1972.

The Deal.com's Maria Woehr reports Simpson Thacher & Bartlett
LLP's Lee Meyerson told The Deal's Suzanne Stevens that initially
he was surprised that Felix Rohatyn has returned to Lazard.  "It's
a reunion of the old gang," he said in an interview.  "I think he
will have a significant impact."

                           About Lazard

Lazard Ltd. (NYSE: LAZ) -- http://www.lazard.com/-- one of the
world's preeminent financial advisory and asset management firms,
operates from 39 cities across 24 countries in North America,
Europe, Asia, Australia, Central and South America.  With origins
dating back to 1848, the firm provides advice on mergers and
acquisitions, strategic matters, restructuring and capital
structure, capital raising and corporate finance, as well as asset
management services to corporations, partnerships, institutions,
governments and individuals.


* BOOK REVIEW: Financial Planning for High Net Worth Individual
---------------------------------------------------------------
Authors:    Richard H. Mayer and Donald R. Levy
Publisher:  Beard Books
Paperback:  428 pages
List Price: US$59.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1587982323/internetbankrupt

Financial Planning for High Net Worth Individuals by Richard H.
Mayer and Donald R. Levy is a comprehensive and authoritative
guide to the art and science of wealth management.

It is a source book that wealth management advisers can turn to
when looking for in-depth answers.

Collected here are the insights of expert advisers, presented in a
thoughtful and thorough manner on the vital aspects of financial
management.

This book is for high net worth individuals as well as for every
serious wealth management professional.

Richard H. Mayer, Chartered Life Underwriter, Registered
Investment Advisor.  Mr. Mayer has more than 40 years of
experience in the insurance industry where he specializes in
advising high net worth individuals and in developing executive
compensation plans.

Donald R. Levy, JD, MBA, is an attorney and benefits consultant.
Mr. Levy has authored or edited a number of books including the
Research Institute of America Answer Book, Executive Compensation
Treatise, 403(b) Answer Book, Guide to Cash Balance Plans, Quick
Reference Guide to IRAs, and the State-by-State Guide to Managed
Care Law.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission ***