TCR_Public/100202.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, February 2, 2010, Vol. 14, No. 32

                            Headlines


AFFILIATED MEDIA: Wants April 22 Schedules Filing Deadline
AFFILIATED MEDIA: Gets Court's Nod to Hire Epiq as Claims Agent
AFFILIATED MEDIA: Taps Hughes Hubbard as Bankruptcy Counsel
AFFILIATED MEDIA: Wants to Employ Carl Marks as Bankr. Consultant
AMACORE GROUP: Christopher Phillips Steps Down as Board Member

ANTHRACITE CAPITAL: Defaults on $335 Million Credit Facilities
APPLETON PAPERS: Gets Consent From Noteholders to Amend Indenture
ASTRIN PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
ATLANTIC GASTROENTEROLGY: Files for Chapter 11 in New Jersey
AVISTAR COMMUNICATIONS: Reports $4 Million Net Loss for 2009

BARBARA ANNE LISS: Case Summary & 4 Largest Unsecured Creditors
BROWNSVILLE HEALTH: Trustee Selling Equity Interests for $27,500
BRYANT MANOR: Receiver Didn't Give Mortgagee Title to Rents
BUILDERS FIRSTSOURCE: Issues 58MM Shares at $3.5 Apiece
BUILDING MATERIALS: Discloses Information to Qualified Buyers

CAPMARK FINANCIAL: Proposes April 23 General Claims Bar Date
CAPMARK FINANCIAL: SEC. 341 Meeting to Resume on February 24
CAPMARK FINANCIAL: Wants Plan Exclusivity Until Sept. 30
CATALYST PAPER: Extends Solicitation of Pvt. Offering to June 2011
CEDAR FAIR: S&P Changes Various Ratings on Bank Loan Facilities

CELESTICA INC: S&P Puts 'BB-' Rating on CreditWatch Positive
CHAMPION ENTERPRISES: Seeks Withdrawal of Registration Statement
CHARLES ABRAHAMS: Section 341(a) Meeting Scheduled for Feb. 16
CHASBO PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
CIRCUIT CITY: Seeks OK of Retention Plan, Keeps Bonus List Secret

CITIZENS REPUBLIC: Fitch Downgrades Issuer Default Rating to 'B-'
CITIZENS REPUBLIC: S&P Cuts Counterparty Credit Ratings to 'B-/C'
CLASSIC SLEEP: Court Approves Sale & Restructuring Plan
COLLINS & AIKMAN: Ex-CEO Stockman, et al., to Settle SEC Lawsuit
COMVERSE TECHNOLOGY: S&P Puts B+ Rating on CreditWatch Developing

CONGOLEUM CORP: Reaches Settlement with 9 Insurance Groups
CONGOLEUM CORP: Chapter 11 Exit Seen in Second Quarter
CONTINENTAL AIRLINES: Reports January 2010 Operational Performance
COOPER-STANDARD: Court Approves Fees of Noteholders' Counsel
COOPER-STANDARD: Gets Nod to Hire JLL as Real Estate Adviser

COOPER-STANDARD: Wants Immediate Dismissal of Cooper Tire Suit
COREL CORP: Shareholders Approve Stock Consolidation
CORUS ENTERTAINMENT: S&P Assigns 'BB' Rating on Senior Notes
COUNCIL ENTERPRISES: Case Summary & 6 Largest Unsecured Creditors
CROSS CANYON: Case Summary & 15 Largest Unsecured Creditors

DELTA AIR: AirElite Buys Segrave Aviation to Expand Operations
DELTA AIR: Reports December 2009 Traffic Results
DELTA AIR: To Invest in Customer Experience, Fleet Efficiency
DEMING INDUSTRIES: Case Summary & 18 Largest Unsecured Creditors
EAST CHICAGO: Files for Chapter 11 Bankruptcy

ELITE ELECTRIC: Files for Chapter 11 Bankruptcy
FLEETWOOD ENTERPRISES: Marathon Beneficially Owns 12% of Stock
FOUNTAIN POWERBOAT: Unsec. Creditors Approve Reorganization Plan
FRANK JAMES TSIKITAS: Case Summary & 20 Largest Unsec. Creditors
FREMONT GENERAL: Court Sends 5 Rival Plans for Voting

FRONTIER DRILLING: Liquidity Concerns Cue S&P to Junk Ratings
FX REAL ESTATE: Las Vegas Unit Enters Lock Up & Plan Support Deal
GARY-WILLIAMS ENERGY: S&P Gives Neg. Outlook, Keeps 'B' Rating
GENERAL MOTORS: Extends Tengzhong's Deadline to Close Hummer Sale
GENERAL MOTORS: Bankr. Estate Lacks Funding for Toxic Site Cleanup

GENERAL MOTORS: New GM Plans New China Plant as Sales Rise
GENERAL MOTORS: Taps Stephen Girsky as Special Adviser
GENERAL MOTORS: To End Ontario Metal Center Production Feb. 5
GI JOE'S: Failure to Pay BMC Bills Prompts Ch. 7 Conversion Motion
GLEN URE HUNSAKER: Voluntary Chapter 11 Case Summary

GREAT ATLANTIC: Ron Marshall to Assume President And CEO
GROTON REALTY: Case Summary & 12 Largest Unsecured Creditors
GSI GROUP: Equity Panel Urges Shareholders to Reject Exit Plan
HAND IN HAND: Case Summary & 4 Largest Unsecured Creditors
HAWKEYE RENEWABLES: Valero, Murphy Oil Want to Buy Plants

HCA INC: Use of Cash Flow Revolvers Won't Move Moody's 'B2' Rating
HEALTHEAST CARE: Moody's Affirms 'Ba1' Rating on $272 Mil. Bonds
HERBST GAMING: HSBC Bank Appeals Confirmation Order to 9th Cir.
IDLEAIRE TECHNOLOGIES: Failure to Find Buyer Prompts Shutdown
INFLIGHT NEWSPAPERS: $6 Mil. Avoidance Action Going to Trial

INTERSTATE EQUIPMENT: Case Summary & 20 Largest Unsec. Creditors
JEFFERSON COUNTY: Has, So Far, Incurred $7.7-Mil. in Legal Costs
JEVIC TRANSPORTATION: Can Access Sun Capital Cash Collateral
LATSHAW DRILLING: Can Access $16.2MM of Lenders Cash Collateral
LEAP WIRELESS: Taps Goldman, Forms Special Panel to Explore Sale

LEISURE TIME: Chapter 11 Claims Must Be Filed by Feb. 28
LENNY DYKSTRA: S. California Mansion Is On Sale For $14.9 Million
LUIS TABARES: Case Summary & 17 Largest Unsecured Creditors
MARHABA PARTNERS: Can Hire Porter & Hedges as Bankruptcy Counsel
MEDIA GENERAL: S&P Assigns Corporate Credit Rating at 'B'

MEDICAL CAPITAL: Securities America Misled Investors, Suit Claims
MERCER INTERNATIONAL: S&P Gives Pos. Outlook; Keeps 'CCC+' Rating
MERISANT WORLDWIDE: Unit Settles Heartland Dispute; Terms Sealed
MEXICAN AMERICAN: Case Summary & 20 Largest Unsecured Creditors
MICHAEL SHEPHERD: Case Summary & 20 Largest Unsecured Creditors

MIRAMAX FILMS: Walt Disney Seeking Buyers for Ailing Unit
MMFX INTERNATIONAL: Section 341(a) Meeting Set for February 18
MONROE COUNTY: S&P Raises Rating on 2006 Revenue Bonds to 'BB+'
MOUNTAINEER GAS: Fitch Affirms Issuer Default Rating at 'BB-'
MUZAK HOLDINGS: Completes Restructuring and Emerges From Ch. 11

NTK HOLDINGS: Professionals File Final Fee Applications
OAKWOOD COUNTRY: Case Summary & 20 Largest Unsecured Creditors
ORANGE COUNTY: Taps Ervin Cohen to Handle Reorganization Case
OSHKOSH CORP: S&P Affirms Corporate Credit Rating at 'B+'
OVERSEAS SHIPHOLDING: S&P Downgrades Corp. Credit Rating to 'BB-'

PACERS INC: Employee & Entertainer Claims Due By March 8
PARALLEL CONSTRUCTION: Voluntary Chapter 11 Case Summary
PARKING CORP OF AMERICA: Files for Bankruptcy to Sell Assets
PARKLANE PLAZA: Case Summary & 14 Largest Unsecured Creditors
PENN TRAFFIC: Tops Markets Closes $85 Million Sale Deal

PETER CASSON: Case Summary & 19 Largest Unsecured Creditors
PHOENIX WORLDWIDE: Wants to Have Until Feb. 24 to Propose Plan
PMB PROPERTY: Case Summary & 2 Largest Unsecured Creditors
PPA HOLDINGS: U.S. Trustee Amends Unsec. Creditors Committee
PROWLER GROUP: Case Summary & 20 Largest Unsecured Creditors

QUALITY HOME: S&P Assigns 'CCC+' Corporate Credit Rating
QUANTUM CORP: Reports $182 Mil. Revenues for 3rd Quarter 2009
READER'S DIGEST: Delays Ch. 11 Exit to Address UK Pension Issues
REMINGTON RANCH: Taps Cable Huston as Bankruptcy Counsel
RENT-A-LIFT: Case Summary & 20 Largest Unsecured Creditors

RES-CARE INC: S&P Assigns 'BB+' Rating on $275 Mil. Senior Notes
RH DONNELLEY: S&P Raises Corporate Credit Rating to 'B' From 'D'
RHODES COMPANIES: Hearing on Lenders' Plan Slated for Feb. 11
RIM DEVELOPMENT: Section 341(a) Meeting Scheduled for Feb. 25
RIM DEVELOPMENT: Wants to Hire Moses Zimmerman as Bankr. Counsel

RIM DEVELOPMENT: Files Schedules of Assets & Liabilities
RONSON CORP: Shareholders OK Sale of Aviation, Consumer Products
RSG FAMILY: Case Summary & 14 Largest Unsecured Creditors
RUBICON US: Adds Two Commercial Properties Into Bankruptcy Case
SIX FLAGS: Court Appoints Warren S. Smith as Fee Examiner

SIX FLAGS: Plan Voting Deadline Moved to February 19
SIX FLAGS: Provides More Info. on $830 Mil. Exit Facility
SIX FLAGS: SFO Noteholders Don't Represent Committee Members
SMART MODULAR: Moody's Affirms Corporate Family Rating at 'B1'
SMART MODULAR: S&P Raises Rating on $125 Mil. Notes to 'BB+'

SMURFIT-STONE: Claimant Cries Fraud in Handling of Claims
SMURFIT-STONE: Court Approves Disclosure Statement to Plan
SMURFIT-STONE: Provides Details to $1.85BB Exit Financing
SOLID ROCK: Case Summary & 20 Largest Unsecured Creditors
SONIC AUTOMOTIVE: S&P Raises Corporate Credit Rating to 'B+'

SONY PICTURES: To Slash 6.5% of Work Force in Coming Weeks
SPANSION INC: Committee Demands Documents From Noteholders
SPANSION INC: Committee Takes Deposition of Debtors
SPANSION INC: SJL Deadline for Foundry Election Extended
SPARTAN CONTRACTOR: Case Summary & 20 Largest Unsecured Creditors

STANDARD PACIFIC: Annual Stockholder Meeting on May 12
STARPOINTE ADERRA: U.S. Trustee Unable to Form Creditors Committee
STEPHEN HILL: Case Summary & 20 Largest Unsecured Creditors
SUPERMEDIA INC: Moody's Assigns Corporate Family Rating at 'B3'
SYLVAN FRIEDMAN: Case Summary & 20 Largest Unsecured Creditors

TACO DEL MAR: Case Summary & 20 Largest Unsecured Creditors
TELOGY LLC: Section 341(a) Meeting Scheduled for Feb. 26
TELOGY LLC: Gets Court's Nod to Hire Epiq as Claims Agent
THAYER POWER: Has $2.1 Mil. Bid for Substantially All Assets
TOUSA INC: Sells Majority of Florida Assets to Starwood Land

TOUSA INC: Initiates Adversary Proceedings Against 1,000 Creditors
TOUSA INC: Obtains Nod for Protocol on 1,200 Adversary Proceedings
TOUSA INC: Settles 22 Preference Claims
TRONOX INC: Gets Final Nod for $425-Mil. Replacement Financing
TRONOX INC: LaGrange Entities Want to File Late Class Claim

TRONOX INC: U.S. Government Ordered to Release Documents
TRONOX INC: $732,983 in Claim Transferred Jan. 6-27
TROPICANA ENT: Auditor Submits Final Report on Fees
TROPICANA ENT: LandCo Debtors Want O'Neill to Follow Plan Order
TROPICANA ENT: NJ Debtors Reject Simulcast Agreements

TWENTY ONE HIGH: Voluntary Chapter 11 Case Summary
UTSTARCOM INC: Names Sanmina-SCI as New Outsourced Provider
VALASSIS: News America Agree to Settle All Outstanding Lawsuits
VARIEL COMMONS-DE: Case Summary & 18 Largest Unsecured Creditors
VERINT SYSTEMS: S&P Puts 'B' Rating on CreditWatch Developing

VERSO TECHNOLOGIES: Files Notice of Suspension to File Reports
WALKING COMPANY: Files Schedules of Assets and Liabilities
WASHINGTON MUTUAL: Delaware Court Denies Bid to Issue Subpoena
WASHINGTON MUTUAL: Court Rejects Bid to Disband Equity Committee
WENTWORTH ENERGY: Names Allen McGee as Chief Financial Officer

WILLIAM HAINES: Files Schedules of Assets and Liabilities
WILLIAM HOLSINGER: Case Summary & 10 Largest Unsecured Creditors

* Consolidation Among Private Equity Firms Seen, According to Poll

* Goldberg Kohn Elevates Erin Casey and Matthew Organ to Principal
* Hughes Hubbard Names Two New Bankruptcy Partners
* Kevin Gregson Joins Alvarez & Marsal Taxand as Managing Director

* McDonald Hopkins Law Firm Continues to Expand
* MorrisAnderson Promotes Steven F. Agran to Managing Director
* Warren Buffet Taps Easton Lynd to Manage Distressed Properties

* Large Companies with Insolvent Balance Sheets


                            *********


AFFILIATED MEDIA: Wants April 22 Schedules Filing Deadline
----------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware has extended, at the behest of Affiliated
Media, Inc., the deadline for the filing of schedules of assets
and liabilities, schedules of executor contracts and unexpired
leases, lists of equity security holders, schedules of current
income and expenditures and statements of financial affairs, by an
additional 60 days, until April 22, 2010.

To prepare the schedules and statements, the Debtor says it would
have to compile information from books, records, and documents
relating to the claims of more than 1,000 potential creditors, as
well as the Debtor's assets and contracts, information which is
voluminous, which would require a significant expenditure of time
and effort on the part of the Debtor and its employees in the near
term, when these resources would best be put towards effectuating
the Debtor's reorganization efforts.

                      About Affiliated Media

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

The Company filed for Chapter 11 bankruptcy protection on
January 22, 2010 (Bankr. D. Del. Case No. 10-10202).

Hughes Hubbard & Reed LLP is the Debtor's general bankruptcy
counsel, while Daniel B. Butz, Esq., at Morris, Nichols, Arsht &
Tunnell LLP, is the Debtor's co-bankruptcy counsel.  Wilkinson
Barker Knauer, LLP, is the Debtor's special FCC counsel.  Carl
Marks Advisory Group LLC is the Debtor's restructuring advisor.
Rothschild Inc. is the Debtor's financial advisor.  Epiq
Bankruptcy Solutions, LLC, is the Debtor's claims agent.  Sitrick
and Company Inc. is the Debtor's communications consultant.

The Company listed $100,000,001 to $500,000,000 in assets and
$500,000,001 to $1,000,000,000 in liabilities.


AFFILIATED MEDIA: Gets Court's Nod to Hire Epiq as Claims Agent
---------------------------------------------------------------
Affiliated Media, Inc., sought and obtained approval from the Hon.
Kevin J. Carey of the U.S. Bankruptcy Court for the District of
Delaware to employ Epiq Bankruptcy Solutions, LLC, as claims,
noticing and balloting agent.

Epiq will, among other things:

     a. prepare and serve required notices in the Debtor's Chapter
        11 case;

     b. file with the Clerk's Office a certificate or affidavit of
        service that includes a copy of the notice involved, an
        alphabetical list of persons to whom the notice was served
        and the date and manner of service;

     c. comply with applicable federal, state, municipal and local
        statutes, ordinances, rules, regulations, orders and other
        requirements; and

     d. provide and maintain the Debtor's case management Web
        site.

Epiq will be compensated for its services based on its agreement
with the Debtor.  A copy of the agreement is available for free
at http://bankrupt.com/misc/AFFILIATED_MEDIA_claimsagentpact.pdf

Daniel McElhinney, the executive director of Epiq, assures the
Court that Epiq is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

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

The Company filed for Chapter 11 bankruptcy protection on
January 22, 2010 (Bankr. D. Delaware Case No. 10-10202).

Hughes Hubbard & Reed LLP is the Debtor's general bankruptcy
counsel, while Daniel B. Butz, Esq., at Morris, Nichols, Arsht &
Tunnell LLP, is the Debtor's co-bankruptcy counsel.  Wilkinson
Barker Knauer, LLP, is the Debtor's special FCC counsel.  Carl
Marks Advisory Group LLC is the Debtor's restructuring advisor.
Rothschild Inc. is the Debtor's financial advisor.  Epiq
Bankruptcy Solutions, LLC, is the Debtor's claims agent.  Sitrick
and Company Inc. is the Debtor's communications consultant.

The Company listed $100,000,001 to $500,000,000 in assets and
$500,000,001 to $1,000,000,000 in liabilities.


AFFILIATED MEDIA: Taps Hughes Hubbard as Bankruptcy Counsel
-----------------------------------------------------------
Affiliated Media, Inc., has sought authorization from the U.S.
Bankruptcy Court for the District of Delaware to employ Hughes
Hubbard & Reed LLP as bankruptcy counsel, nunc pro tunc to the
Petition Date.

Hughes Hubbard will, among other things:

     a. advise the Debtor with respect to its powers and duties as
        debtor-in-possession in the continued management and
        operation of its business and properties;

     b. attend meetings and negotiate with representatives of the
        creditors and other parties-in-interest;

     c. take necessary actions to protect and preserve the estate
        of the Debtor, including prosecuting actions on the
        Debtor's behalf, defending any action commenced against
        the Debtor, representing the Debtor in negotiations
        concerning litigation in which the Debtor is involved and
        preparing objections to claims filed against the Debtor;
        and

     d. represent the Debtor in connection with obtaining post-
        petition financing.

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

        Partners                  $650-$950
        Counsel                   $625-$925
        Associates                $355-$695
        Legal Assistants             $230

Kathryn A. Coleman, a partner of Hughes Hubbard, assures the Court
that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Hughes Hubbard says that it is aware that the Debtor has
submitted, or intends to submit applications to retain Morris
Nichols as Delaware bankruptcy counsel to the Debtor; Rothschild,
Inc., as its financial advisor; Carl Marks Advisory Group LLC as
its management and bankruptcy consultant; Epiq Bankruptcy
Solutions, LLC, as claims, noticing and balloting agent; Wilkinson
Barker Knauer, LLP, as its special FCC counsel, King Ballow LLP as
its special antitrust counsel and Sitrick and Company Inc. as its
communications consultant.  Hughes Hubbard will monitor and
coordinate the efforts of the professionals retained by the Debtor
in the Chapter 11 case and will delineate their respective duties
as to prevent duplication of efforts and resources whenever
possible.

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

The Company filed for Chapter 11 bankruptcy protection on
January 22, 2010 (Bankr. D. Delaware Case No. 10-10202).

Hughes Hubbard & Reed LLP is the Debtor's general bankruptcy
counsel, while Daniel B. Butz, Esq., at Morris, Nichols, Arsht &
Tunnell LLP, is the Debtor's co-bankruptcy counsel.  Wilkinson
Barker Knauer, LLP, is the Debtor's special FCC counsel.  Carl
Marks Advisory Group LLC is the Debtor's restructuring advisor.
Rothschild Inc. is the Debtor's financial advisor.  Epiq
Bankruptcy Solutions, LLC, is the Debtor's claims agent.  Sitrick
and Company Inc. is the Debtor's communications consultant.

The Company listed $100,000,001 to $500,000,000 in assets and
$500,000,001 to $1,000,000,000 in liabilities.


AFFILIATED MEDIA: Wants to Employ Carl Marks as Bankr. Consultant
-----------------------------------------------------------------
Affiliated Media, Inc., has sought authorization from the U.S.
Bankruptcy Court for the District of Delaware to employ Carl Marks
Advisory Group LLC as management and bankruptcy consultant.

CMAG will, among other things:

     a. assist the Debtor in the preparation of financial data and
        presentations in support of the restructuring process;

     b. review the Debtor's financial reports, including the 13-
        week cash flow forecasts and weekly statements of revenue
        and operating profit and assist the Debtor's management on
        an ongoing basis as required in connection with the
        reports;

     c. perform a detailed review of the restructuring plan for
        certain of the Debtor's newspapers to achieve a cash
        neutral operation; and

     d. assist the Debtor's management in the development and
        preparation of the Debtor's go forward business plan and
        related financial projections that will serve as the
        foundation for the Debtor's business valuation and the
        overall restructuring plans.

CMAG will be paid $300,000 per month for its consulting services.

Marc L. Pfefferle, a member of CMAG, assures the Court that the
firm is "disinterested" as that term is defined in Section 101(14)
of the Bankruptcy Code.

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

The Company filed for Chapter 11 bankruptcy protection on
January 22, 2010 (Bankr. D. Del. Case No. 10-10202).

Hughes Hubbard & Reed LLP is the Debtor's general bankruptcy
counsel, while Daniel B. Butz, Esq., at Morris, Nichols, Arsht &
Tunnell LLP, is the Debtor's co-bankruptcy counsel.  Wilkinson
Barker Knauer, LLP, is the Debtor's special FCC counsel.  Carl
Marks Advisory Group LLC is the Debtor's restructuring advisor.
Rothschild Inc. is the Debtor's financial advisor.  Epiq
Bankruptcy Solutions, LLC, is the Debtor's claims agent.  Sitrick
and Company Inc. is the Debtor's communications consultant.

The Company listed $100,000,001 to $500,000,000 in assets and
$500,000,001 to $1,000,000,000 in liabilities.


AMACORE GROUP: Christopher Phillips Steps Down as Board Member
--------------------------------------------------------------
Christopher D. Phillips resigned from his position as a member of
the board of directors of The Amacore Group, Inc.  There were no
disagreements or dispute between Mr. Phillips and the Company
which led to his resignation.  His resignation was effective
immediately.

                      About Amacore Group

Based in Tampa, Florida, The Amacore Group Inc. (OTC BB: ACGI) --
http://www.amacoregroup.com/-- provides health-related membership
benefit programs, insurance programs, and other innovative and
high-quality solutions to individuals, families and employer
groups nationwide.

Through its wholly owned subsidiary, LifeGuard Benefit Solutions
Inc., Amacore now has the ability to provide administrative and
back-office services to other healthcare companies in addition to
expanding its own call center capability through its wholly-owned
subsidiary, JRM Benefits Consultants LLC and US Heath Benefits
Group Inc., a call center-based marketing company.  Zurvita Inc.,
Amacore's newly formed, wholly-owned subsidiary specializing in
direct to consumer multi-level marketing, provides yet another
channel for Amacore's ever-increasing range of healthcare and
healthcare-related products.

                      Going Concern Doubt

McGladrey & Pullen, LLP, in Ft. Lauderdale, raised substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial results for the year
ended December 31, 2008.  The auditors pointed that the Company
has suffered recurring losses from operations and has negative
working capital.


ANTHRACITE CAPITAL: Defaults on $335 Million Credit Facilities
--------------------------------------------------------------
Anthracite Capital Inc. said the outstanding borrowings under the
(i) secured credit facility agreement dated March 7, 2008, with
BlackRock Holdco 2 Inc. were approximately $33.5 million, and
(ii) secured facilities with Bank of America, Deutsche Bank and
Morgan Stanley were about $322 million.

Under the BlackRock agreement, the company is required to
immediately repay outstanding borrowings under such facility to
the extent outstanding borrowings exceed 60% of the fair market
value of the shares of common stock of Carbon Capital II, Inc.
securing such facility.

As of Feb. 28, 2009, 60% of the market value of such shares was
less than the loan balance under the BlackRock facility.  On
March 17, 2009, Holdco 2 waived the Company's failure to repay
borrowings in accordance with this covenant until April 1, 2009
and subsequently extended this waiver until January 22, 2010.

Upon expiration of the waiver at the end of January 22, 2010, the
covenant breach continued to exist, constituting an event of
default under such facility and resulting in additional events of
default under each of the Company's secured facilities with Bank
of America, Deutsche Bank and Morgan Stanley due to cross-
defaults. Prior to January 22, 2010, events of default already
existed under each of the Company's secured facilities due to
cross-defaults, as previously disclosed in the Company's filings
with the Securities Exchange Commission.

If any acceleration were to occur under any of the Company's
secured facilities or any of the Company's other debt instruments
in which events of defaults exist, the Company would not have
sufficient liquid assets available to repay such accelerated
indebtedness and the Company would be unable to continue to fund
its operations or continue its business.

                    About Anthracite Capital

Anthracite Capital, Inc., is a specialty finance company focused
on investments in high yield commercial real estate loans and
related securities.  Anthracite is externally managed by BlackRock
Financial Management, Inc., which is a subsidiary of BlackRock,
Inc., one of the largest publicly traded investment management
firms in the United States with approximately $1.435 trillion in
global assets under management at September 30, 2009.  BlackRock
Realty Advisors, Inc., another subsidiary of BlackRock, provides
real estate equity and other real estate-related products and
services in a variety of strategies to meet the needs of
institutional investors.

At September 30, 2009, the Company had $2,601,125,000 in total
assets against $2,064,290,000 in total liabilities, $23,237,000 in
12% Series E-1 Cumulative Convertible Redeemable Preferred Stock,
and $23,237,000 in 12% Series E-2 Cumulative Convertible
Redeemable Preferred Stock, resulting in stockholders' equity of
$490,361,000.


APPLETON PAPERS: Gets Consent From Noteholders to Amend Indenture
-----------------------------------------------------------------
Appleton Papers Inc. has received the requisite consents from the
beneficial owners of its 11.25% Second Lien Notes due 2015 to
certain amendments to the indenture governing the Second Lien
Notes.  Adoption of the amendments requires the consents of the
holders of a majority in aggregate principal amount of the Second
Lien Notes.

The amendments will permit:

   * the Appleton Papers Retirement Savings and Employee Stock
     Ownership Plan to own less than 50% of Paperweight
     Development Corp. without triggering a requirement
     on the part of Appleton to make an offer to repurchase the
     Second Lien Notes pursuant to the Indenture and

   * a capital contribution or operating lease of the black liquor
     assets located at Appleton's facilities at Roaring Spring,
     Pennsylvania to a newly-formed joint venture with a third
     party in exchange for a minority equity interest in such
     joint venture.

Appleton expects to immediately enter into a supplemental
indenture giving effect to such amendments upon the satisfaction
of certain customary conditions contained in the Indenture.

                        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.


ASTRIN PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Astrin Properties, LLC
        1439 Old Salem Rd. SE
        Conyers, GA 30013

Bankruptcy Case No.: 10-62520

Chapter 11 Petition Date: January 29, 2010

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Margaret Murphy

Debtor's Counsel: Joel M. Haber, Esq.
                  Law Office of Joel M. Haber
                  2365 Wall Street, Suite 120
                  Conyers, GA 30013
                  Tel: (770) 922-9080
                  Email: jmhaber@bellsouth.net

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

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

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

             http://bankrupt.com/misc/ganb10-62520.pdf

The petition was signed by Steve Astrin, manager/member of the
Company.


ATLANTIC GASTROENTEROLGY: Files for Chapter 11 in New Jersey
------------------------------------------------------------
Atlantic Gastroenterology Associates filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court in Camden, New
Jersey, after being ordered to pay $8.7 million to a former
doctor, according to a report by Kevin Post at Press of Atlantic
City.

The firm, the report relates, said it owes $9.2 million in
disputed judgment with interest and fees to Dr. Dordaneh Maleki.
Dr. Maleki sued the firm for breach of contract, and a seven-
member jury awarded her $8.7 million in 2009.

Atlantic Gastroenterology Associates is an Egg Harbor Township
practice with five doctors that calls itself the largest treatment
center in the region.


AVISTAR COMMUNICATIONS: Reports $4 Million Net Loss for 2009
------------------------------------------------------------
Avistar Communications Corporation disclosed its financial results
for the three and twelve months ended December 31, 2009.

Financial highlights include:

   * Total revenue was $8.8 million for each of the years ended
     December 31, 2009 and 2008.  Total revenue for the fourth
     quarter of 2009 was $1.9 million, compared to $3.1 million
     for same quarter in 2008, a decrease of 39%.

   * Operating expense for the year ended December 31, 2009, was
     $11.8 million, as compared to $14.5 million for the year
     ended December 31, 2008, representing a substantial reduction
     of 19%.  Operating expense was $2.9 million for the fourth
     quarter of 2009, as compared to $3.1 million for the fourth
     quarter of 2008, demonstrating the continued success of
     efforts to control Avistar's cost structure.

   * Net loss was $4.0 million for the year ended December 31,
     2009, or $0.11 per basic and diluted share, as compared to a
     net loss of $6.4 million, or $0.18 per basic and diluted
     share, for the year ended December 31, 2008, a 38% decrease.
     Net loss in the fourth quarter of 2009 was $1.5 million, or
     $0.04 per basic and diluted share, as compared to a net loss
     of $231,000, or $0.01 per basic and diluted share, in the
     fourth quarter of 2008, a 565% increase.

   * Cash and cash equivalents balance as of December 31, 2009,
     was $294,000.  Cash used in operations during the year ended
     December 31, 2009, was $4.9 million, compared to $8.9 million
     for the year ended December 31, 2008, a $4.0 million
     improvement.

    * Adjusted EBITDA loss (as described below) for the year ended
      December 31, 2009, was $1.5 million compared to an Adjusted
      EBITDA loss of $4.0 million for the same period in 2008, a
      reduction in adjusted EBITDA loss of $2.5 million, or 63%.
      Adjusted EBITDA loss for the fourth quarter of 2009 was
      $909,000, compared to an Adjusted EBITDA profit of $591,000
      in the same quarter of 2008.

Recent Developments:

    * Avistar's total debt balance of $11.3 million at
      December 31, 2009, was repaid on January 25, 2010, with the
      $14.0 million in proceeds from the recently announced
      license and sale of substantially all of Avistar's patent
      portfolio.

    * Avistar's revolving line of credit limit will be reduced
      from $11.3 million to $6.0 million on March 31, 2010.

Bob Kirk, CEO of Avistar, said, "Avistar continued to work
diligently to overcome marketplace and economic challenges in
2009.  Our annual results show a 19% decrease in operating
expenses, in conjunction with stable year-over-year revenues,
which produced a 38% reduction in net loss and a 63% reduction in
Adjusted EBITDA loss year over year.  In 2010, we expect to see
the full financial impact in our continued efforts to control
costs, and also see benefit from our plans to bring new products
online while uniquely positioning Avistar within the Unified
Communications (UC) and Virtual Desktop Infrastructure (VDI)
markets.  In fact, we expect to nearly triple the number of
products and components available to our distributors and
licensing partners in 2010.

"In 2009, we dealt with a challenging global economy while we
introduced our newly developed sales channel model, which took
some time to come up to speed.  We have now consolidated our
channel partners under a handful of master distributors and made
our channel model more productive and supportable.  In addition,
our newly implemented pricing model makes our solutions among the
most cost-efficient desktop visual communications product bundles
in the industry today.  We are already noticing a beneficial
effect on our channel strategy from these two changes.

Kirk continued, "Additionally, we expanded our focus on signing
new technology licensing partners. Our goal is to provide a
substantial number of video-enabling components to a variety of
technology vendors (OEMs) to allow them to deliver superior video-
enabled products.  Avistar's 17-year history, knowledge, and
experience in the video collaboration space presents us with a
great advantage in assisting these OEMs in providing a better
visual communications product.

"Finally, the licensing and sale of a substantial majority, but
not all, of our patent portfolio provides us the necessary funding
to retire all of our outstanding debt.  This important improvement
in our balance sheet also provides us the needed working capital
in 2010 to invest in product engineering, which is necessary to
accelerate delivery of our new products and video components to
the market.  With this investment, we can better take advantage of
substantial growth within our industry, as reported by analyst
data from renowned research firms.  As our new products become
available within the visual communications, UC and VDI markets, we
believe that Avistar will be well positioned to gain additional
market share and emerge as a leader within our industry.

Kirk added, "With a backlog of contracted revenue with existing
licensing partners, a strong, experienced management team in
place, a growing product and component portfolio, a rationalized
distribution strategy, inroads in the technology licensing arena,
a stronger balance sheet, lack of debt, and the recognized value
of visual communication within businesses globally, we expect
great things from the company over the next year and into 2011."

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?4f5e

                   About Avistar Communications

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

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

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


BARBARA ANNE LISS: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Barbara Anne Liss
        PO Box 684
        Meredith, NH 03253

Bankruptcy Case No.: 10-10344

Chapter 11 Petition Date: January 30, 2010

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

Debtor's Counsel: Jennifer Rood, Esq.
                  Bernstein Shur
                  670 N. Commercial St., Ste 108
                  PO Box 1120
                  Manchester, NH 03105-1120
                  Tel: (603) 623-8700
                  Fax: (603) 623-7775
                  Email: jrood@bernsteinshur.com

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

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

A full-text copy of Ms. Liss' petition, including a list of her 4
largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/nhb10-10344.pdf

The petition was signed by Ms. Liss.


BROWNSVILLE HEALTH: Trustee Selling Equity Interests for $27,500
----------------------------------------------------------------
Robert H. Slone, the Chapter 7 Trustee overseeing the litigation
of Brownsville Health Solutions, Inc., is asking the U.S.
Bankruptcy Court to (i) approve the adoption of new bylaws for
Brownsville Property Corporation, Inc. and West Point Health
Corporation and (ii) authorize and approve the sale of the
estate's membership interest in Brownsville Property Health
Corporation, Inc., and equity interest in West Point Health
Corporation.  Mr. Slone proposes to sell these interests to Robert
S. Bernstein, BGH Plan Administrator on behalf of a Limited
Liability Company to be formed for a purchase price of $27,500.  A
hearing on the matter will occur before Judge M. Bruce McCullough
in Pittsburgh on February 9, 2010, at 1:30 p.m.  Responses or
objections, if any, to the Sale Motion must be filed with the
Clerk of the Court and served on the Chapter 7 Trustee.

Brownsville Health Solutions, Inc., dba Brownsville Tri-County
Hospital, sought Chapter 11 protection (Bankr. W.D. Pa. Case No.
09-20998) on February 18, 2009, is represented by Robert O. Lampl,
Esq., in Pittsburgh, and estimated its assets and debts at
$10 million to $50 million at the time of the filing.


BRYANT MANOR: Receiver Didn't Give Mortgagee Title to Rents
-----------------------------------------------------------
Under Kansas law, WestLaw reports, and as predicted by the
bankruptcy court, a state court's appointment of a receiver for
the debtor's apartment complex in prepetition foreclosure
proceedings vested in the mortgage lender the right to receive and
control the rents, which were the subject of an assignment, while
the receiver was in place, and did not vest in the lender absolute
title to all future rents.  The debtor retained an ownership
interest in the rents and profits from the apartment complex
despite its assignment of rents and the receiver's appointment,
and those rights could be enforced once the receiver was removed,
although once the debtor was restored to possession of the real
estate and the right to collect the rents and profits, the
mortgagee retained whatever lien rights it had under prepetition
law.  In re Bryant Manor, LLC --- B.R. ----, 2010 WL 114867
(Bankr. D. Kan.) (Karlin, J.).

Bryant Manor, LLC, operates a 100-unit apartment complex located
in Kansas City, Kan.  The Debtor filed a Chapter 11 petition
(Bankr. D. Kan. Case No. 09-41958) on Nov. 20, 2009, and the
restructuring is proceeding as a single asset real estate case as
contemplated under 11 U.S.C. Sec. 101(51B).  Justice B. King,
Esq., at Fisher, Patterson, Sayler & Smith, in Topeka, Kan.,
represents the Debtor.  In a prepetition foreclosure action, the
District Court of Wyandotte County, Kansas, appointed Ronald Nolan
of Nolan Real Estate Services as a receiver on Oct. 20, 2009, and,
with the Bankruptcy Court's blessing, Mr. Nolan continues to
manage the apartment complex post-petition.


BUILDERS FIRSTSOURCE: Issues 58MM Shares at $3.5 Apiece
-------------------------------------------------------
Builders FirstSource Inc. said it is distributing at no charge to
holders of its common stock transferable subscription rights to
purchase shares of its common stock.  Holders will receive
1.6111446 subscription rights for every share of common stock
owned at the close of business on December 14, 2009, subject to
adjustments to eliminate fractional rights.  It is distributing
subscription rights exercisable for up to an aggregate of
58,571,428 shares of its common stock.

Each whole subscription right will entitle the holders to purchase
one share of its common stock at a subscription price of $3.50 per
share.  Subscribers who exercise their rights in full may also
over-subscribe for additional shares, subject to certain
limitations, to the extent additional shares are available.

In connection with the rights offering, certain holders of its
outstanding Second Priority Senior Secured Floating Rate Notes due
2012, which we refer to as the "2012 notes," have agreed to
exchange, at par, in transactions exempt from registration under
the Securities Act of 1933, as amended, their outstanding 2012
notes for

   * up to $145.0 million aggregate principal amount of newly-
     issued Second Priority Senior Secured Floating Rate Notes due
     2016, which we refer to as the "016 notes,"

   * up to $130.0 million in cash from the proceeds of the rights
     offering, or

   * a combination of cash and 2016 notes, and

   * to the extent the rights offering is not fully subscribed,
     shares of its common stock.

The company refers to this exchange as the "debt exchange," and we
refer to the rights offering and the debt exchange, together with
the investment agreement and support agreement described elsewhere
in this prospectus, collectively as the "recapitalization
transactions."  Upon completion of the recapitalization
transactions, the Company will receive $75.0 million for general
corporate purposes and to pay the expenses of the recapitalization
transactions, with any remaining proceeds of the rights offering
being used to repurchase a portion of its outstanding 2012 notes
in the debt exchange.  The company will reduce outstanding
indebtedness by $130.0 million through the debt exchange.

The company has entered into an investment agreement with JLL
Partners Fund V, L.P. and Warburg Pincus Private Equity IX, L.P.,
who collectively beneficially own approximately 50% of its common
stock before giving effect to the recapitalization transactions,
under which JLL and Warburg Pincus have severally agreed to
purchase from us, at the rights offering subscription price,
unsubscribed shares of its common stock such that gross proceeds
of the rights offering will be no less than $75.0 million. In
addition, each of JLL and Warburg Pincus has agreed

   * to exchange up to $48.909 million aggregate principal amount
     of 2012 notes indirectly held by it in the debt exchange and

   * to the extent gross proceeds of the rights offering are less
     than $205.0 million, to exchange such 2012 notes for shares
     of its common stock at an exchange price equal to the rights
     offering subscription price, subject to proration from the
     participation of other holders of 2012 notes who submit for
     exchange their 2012 notes for shares of its common stock not
     subscribed for through the exercise of rights in the rights
     offering.

The company refers to JLL and Warburg Pincus as the "backstop
purchasers."

Exercising the rights and investing in its common stock involves a
high degree of risk.  We urge you to carefully read the section
entitled "Risk Factors" beginning on page 17 of this prospectus,
the section entitled "Risk Factors" in its Annual Report on Form
10-K for the year ended December 31, 2008, and all other
information included or incorporated herein by reference in this
prospectus in its entirety before you decide whether to exercise
your rights.

                            Per Share     Aggregate
                            ---------     ---------
Subscription Price          $3.50         $205,000,000  
Estimated Expenses          $0.17         $10,000,000  
Net Proceeds to Us          $3.33         $195,000,000  

                   About Builders FirstSource

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

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

                            *    *    *

According to the Troubled Company Reporter on Jan. 28, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Dallas-based Builders FirstSource Inc., a manufacturer
and supplier of building products for new residential
construction, to 'CCC+' from 'SD'.  The outlook is positive.


BUILDING MATERIALS: Discloses Information to Qualified Buyers
-------------------------------------------------------------
Building Materials Corporation of America disclosed certain
material made only to qualified institutional buyers under Rule
144A of the Securities Act of 1933, as amended and to persons
outside the United States under Regulation S of the Securities
Act.

The proceeds of this offering are expected to be used, together
with cash on hand, to redeem all of the Company's outstanding
7-3/4% Senior Notes due 2014 at the applicable redemption premium
of 103.875%, plus accrued and unpaid interest to the redemption
date.  Following the redemption of the 2014 Notes, the Company
will no longer file reports with the Securities and Exchange
Commission and intends to defease the indenture dated July 26,
2004, among the Company, the subsidiary guarantors listed therein
and Wilmington Trust Company, as trustee, pursuant to which the
2014 Notes were issued.

             About Building Materials Corp. of America

Building Materials Corporation of America, headquartered in Wayne,
New Jersey, manufactures a broad line of asphalt roofing products
and accessories for the residential and commercial markets.  The
company's primary residential roofing products consist of
laminated and strip asphalt shingles.  Incorporated under the laws
of Delaware in 1994, the company is an indirect, wholly-owned
subsidiary of G-I Holdings Inc., whose principal beneficial owner
is Samuel Heyman.  G-I is currently working its way through
Chapter 11 bankruptcy proceedings.

Moody's Investors Service at the end of January 2010, affirmed
Building Materials' ratings -- Corporate Family Rating and
Probability of Default Rating at B1, senior secured term loan and
senior secured notes at Ba3, and second lien term loan at B2.  In
a related rating action Moody's assigned a Ba3 rating to the
proposed senior secured notes due 2020.  The outlook is positive.


CAPMARK FINANCIAL: Proposes April 23 General Claims Bar Date
------------------------------------------------------------
Capmark Financial Group Inc. and its units ask the Bankruptcy
Court to establish April 23, 2010, at 5:00 p.m., as the deadline
by which each person or entity other than governmental units must
file a proof of claim based on prepetition claims.  Moreover, the
Debtors ask the Court to establish the later of April 23, 2010,
and the date that is 180 days after the Petition Date or Capmark
Investments LP's Petition Date, as applicable, as the deadline by
which governmental units must file Proofs of Claim against the
Debtors.

The voluminous nature of the Debtors' schedules of assets and
liabilities and the sheer number of potential creditors support
the need for both the General Bar Date and the Governmental Bar
Date, says Jason M. Madron, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware.

Pursuant to Rule 2002(a)(7) of the Federal Rules of Bankruptcy
Procedure, the Debtors propose to mail a Bar Date Notice which
contains information regarding who must file a Proof of Claim,
the procedure for filing a Proof of Claim, the consequences of
failure to timely file a Proof of Claim, and instructions for
completing a Proof of Claim.

Each person or entity that asserts a claim against a Debtor that
arose prior to the Petition Date or the Capmark Investments
Petition Date, must file an original, written proof of claim that
substantially conforms to the proof of claim form so as to be
received on or before the applicable Bar Date by the Debtors'
court-approved claims agent, Epiq Bankruptcy Solutions, LLC.  A
holder that asserts a claim against multiple Debtors must file a
separate Proof of Claim Form against each Debtor.

Entities not required to file a Proof of Claim include those
whose claim is listed on the Schedules; whose claim is not
described as "disputed," "contingent," or "unliquidated,"; who
does not dispute the amount or nature of the claim as set forth
in the Schedules; and whose claim has been paid in full by the
Debtors, among others.

Any holder of a claim against any of the Debtors who is required,
but fails, to file a Proof of Claim in accordance with the Bar
Date Order on or before the applicable Bar Date will be forever
barred, estopped, and enjoined from asserting that claim against
any of the Debtors, and the Debtors and their properties will be
forever discharged from any and all indebtedness or liability
with respect to that claim.  Moreover, that holder will not be
permitted to vote to accept or reject any Chapter 11 plan filed
in the Debtors' cases, participate in any distribution on account
of that claim, or receive further notices regarding that claim.

               Method for Filing a Proof of Claim

The Original Proofs of Claim must be delivered so as to be
received on or before the applicable Bar Date by:

  (i) first-class mail to Capmark Processing Center
      c/o Epiq Bankruptcy Solutions, LLC
      Grand Central Station
      P.O. Box 4613, New York, 10163-4613; or

(ii) overnight delivery service or hand delivery to Capmark
      Claims Processing Center
      c/o Epiq Bankruptcy Solutions, LLC
      757 Third Avenue, 3rd Floor
      New York, 10017.

The Bar Date Order and the Bar Date Notice will provide that:

  (a) Epiq will not accept Proofs of Claim sent by facsimile,
      telecopy, or electronic mail transmission; and

  (b) Proofs of Claim are deemed filed only if those claims are
      actually received by Epiq on or before the applicable Bar
      Date.

          Indenture Trustee's Master Proof of Claim

The indenture trustees for each of (i) the floating rate senior
notes issued by CFGI and due 2010, pursuant to that certain
indenture dated May 10, 2007, (ii) the 5.875% senior notes issued
by CFGI and due 2012, pursuant to that certain indenture dated as
of May 10, 2007, (iii) 6.300% senior notes issued by CFGI and due
2017, pursuant to that certain indenture dated May 10, 2007, and
(iv) the floating rate junior subordinated debentures issued by
CFGI, pursuant to that certain indenture dated March 23, 2006,
may file a single master proof of claim in the lead Chapter 11
case, Capmark Financial Group Inc., on behalf of all holders of
the notes or debentures.  The filing of the single Notice
Obligations Master Proof of Claim will automatically be deemed a
filed proof of claim in the bankruptcy case of each and every
Debtor, and the Indenture Trustees will have no obligation to
file separate proofs of claim in the cases of the Debtor-
affiliates that are jointly administered with the main case,
regardless of whether that Debtor is an issuer, guarantor, or
obligor of any nature.

         Administrative Agent's Master Proof of Claim

Consistent with Section 7.10 of the Term Facility Credit and
Guaranty Agreement, dated as of May 29, 2009, by and among CFGI,
the Guarantors, the Secured Bank Debt Administrative Agent, the
Agents and the Lenders party, the administrative agent for the
$1,500,000,000 Secured Credit Facility, may file a single proof
of claim in the Lead Case on behalf of the Lenders, which Secured
Bank Debt Master Proof of Claim will automatically be deemed a
filed proof of claim in the bankruptcy case of each and every
Debtor.

           Unsecured Bank Debt Administrative Agents'
                     Master Proof of Claim

To the extent consistent with the underlying documentation of
that certain Bridge Loan Agreement, dated as of March 23, 2006,
with Citicorp North America, Inc., as administrative agent, and
the other lenders, or as otherwise permitted by agreement between
the parties, the Bridge Loan Administrative Agent may file a
single master proof of claim in the Lead Case on behalf of the
Lenders, which Bridge Loan Master Proof of Claim will
automatically be deemed a filed proof of clam in the bankruptcy
case of each and every Debtor.

The Proof of Claim Form to be used in the Debtors' Chapter 11
cases is essentially identical to the Official Bankruptcy Form
B10 and is available on Epiq's Web site at:

             http://chapter11.epiqsystems.com/capmark

                   Bar Date Notice Procedures

In connection with providing notice of the Bar Dates to all
claimants and parties-in-interest, the Debtors request approval
of certain Bar Date Notice Procedures.

To conserve costs and enhance convenience for the parties, the
Debtors propose to mail these documents to the Bar Date Notice
Parties:

  * an index listing all items included in the package;
  * the Bar Date Notice;
  * a blank Proof of Claim Form; and
  * information from the Schedules regarding the claimant's
    claim, which information may be pre-printed on the Proof of
    Claim Form.

The Debtors also propose to publish notice of the Bar Dates by
publishing the Bar Date Notice, once a week for two consecutive
weeks, in The New York Times, The Wall Street Journal (National
Edition, Asia Edition, and South American Edition), the National
Post (Canada), and the Financial Times (London).

                     About Capmark Financial

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

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

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

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

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


CAPMARK FINANCIAL: SEC. 341 Meeting to Resume on February 24
------------------------------------------------------------
Roberta A. DeAngelis, the acting U.S. Trustee for Region 3, asks
the Clerk of the Court to resume the meeting of creditors of
Capmark Financial Group Inc., and its debtor affiliates,
initially convened on December 3, 2009, on February 24, 2010, at
10:00 a.m.  The meeting will be held at the office of the U.S.
Trustee located at Room 5209, J. Caleb Boggs Federal Building,
5th Floor, 844 King Street, Suite 2207, in Wilmington, Delaware.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtors' representative under
oath about the Debtors' financial affairs and operations that
would be of interest to the general body of creditors.

                     About Capmark Financial

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

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

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

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

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


CAPMARK FINANCIAL: Wants Plan Exclusivity Until Sept. 30
--------------------------------------------------------
Capmark Financial Group Inc. and its debtor affiliates ask Judge
Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware, to extend their exclusive periods to file a
Chapter 11 plan through September 30, 2010, and to solicit
acceptances of that Plan through November 30, 2010.

Section 1121(b) of the Bankruptcy Code provides for an initial
period of 120 days after the Petition Date of a Chapter 11 case
during which a debtor has the exclusive right to file a Chapter
11 plan.  Section 1121(c) of the Bankruptcy Code provides that,
if a debtor files a plan within the 120-day exclusive period, a
debtor has an initial period of 180 days after the Petition Date
to solicit acceptances of that Plan, during which time competing
plans may not be filed.

Where the Initial Exclusive Periods prove to be an unrealistic
timeframe, however, Section 1121(d)(1) of the Bankruptcy Code
allows a bankruptcy court to extend the Exclusive Periods upon a
showing of cause.

Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that the Debtors' Chapter 11 cases
are very large and extremely complex.  He adds that the Debtors
entered Chapter 11 with approximately $21 billion in debt, and
thousands of creditors.

Mr. Madron says since the Petition Date, the Debtors have focused
on stabilizing their businesses, and ensuring a smooth transition
into Chapter  11 while, at the same time, focusing on other time-
sensitive and complex aspects of the Chapter 11 cases.  Among
other significant tasks in the first few months are:

  (a) The Debtors have marketed, obtained authority to sell, and
      consummated the sale of the MSB Business, which closed on
      December 11, 2009, and the Debtors' military housing
      business, which closed on December 18, 2009.  The sale of
      the MSB Business generated in excess of $500 million of
      cash to the Debtors' estates;

  (b) The Debtors have worked expeditiously to address critical
      issues and move their Chapter 11 cases forward.  To this
      end, the Debtors have devoted substantial time and
      resources to negotiations with their major constituencies;

  (c) On December 24, 2009, the Debtors filed their schedules of
      assets and liabilities and statements of financial
      affairs;

  (d) The Debtors have been paying, and will continue to pay,
      their postpetition debts as they become due;

  (e) The Debtors are in ongoing discussions with their major
      creditor constituencies on a framework for a confirmable
      plan, and believe that progress has been made toward this
      objective; and

  (f) The Debtors and their advisors have worked diligently to
      ensure a continuing dialogue with all of the major
      constituents in their Chapter 11 cases, including the
      Official Committee of Unsecured Creditors, the Debtors'
      prepetition secured and unsecured bank lenders,
      bondholders, and the U.S. Trustee.

Mr. Madron clarifies that the Debtors are not seeking an
extension of the Exclusive Periods to delay creditors or force
them to accede to the Debtors' demands.

Mr. Madron asserts that termination of the Exclusive Periods at
this critical juncture could give rise to the threat of
litigation, the filing of multiple plans, and a contentious
confirmation process resulting in increased administrative
expenses and, consequently, diminishing returns to the Debtors'
secured and unsecured creditors.

                     About Capmark Financial

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

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

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

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

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


CATALYST PAPER: Extends Solicitation of Pvt. Offering to June 2011
------------------------------------------------------------------
Catalyst Paper Corporation said an extension of the private
exchange offer and consent solicitation for its outstanding 8 5/8%
Senior Notes due June 15, 2011, made pursuant to its Offering
Memorandum and Consent Solicitation, dated November 24, 2009, and
the accompanying letter of transmittal.  The terms of the Exchange
Offer were previously amended as described in the press release
dated January 25, 2010.

Catalyst has been advised by the exchange agent for the Exchange
Offer that, as of the close of business on January 26, 2010, the
aggregate principal amount of Old Notes that had been validly
tendered and for which related consents had been validly delivered
was approximately U.S. $29.35 million.

                       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.

                           *     *     *

DBRS in November 2009 downgraded the Issuer Rating of Catalyst
Paper Corporation 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.


CEDAR FAIR: S&P Changes Various Ratings on Bank Loan Facilities
---------------------------------------------------------------
Standard & Poor's Ratings Services said that as a result of
changes made to the structure of the original deal proposal, it
revised certain ratings related to the bank loan facilities of
Cedar Fair L.P. (B+/Stable/--).

S&P lowered the bank loan ratings on the revolving credit facility
and term loan B to 'BB-' (one notch above the 'B+' corporate
credit rating) from 'BB'.  S&P has also revised the recovery
rating on the debt to '2' from '1'.  The '2' recovery rating
indicates S&P's expectation of substantial (70%-90%) recovery in
the event of a payment default.

The $1.45 billion of facilities now consist of a $1.2 billion term
loan B due 2016, which were revised from $1.0 billion term loan
due 2014, and $250 million revolving credit facility maturing in
2015.

The capital structure now contemplates the issuance of
$500 million of senior unsecured debt, down from $700 million,
that will be marketed prior to the close of the transaction.
Proceeds from the transactions will be used to help refinance
existing debt associated with the $2.5 billion acquisition of
Cedar Fair by an affiliate of Apollo Global Management.

The 'B+' corporate credit rating and stable outlook on Cedar Fair
remain unchanged.

                           Ratings List

                          Cedar Fair L.P.

          Corporate Credit Rating          B+/Stable/--

             Ratings Lowered; Recovery Rating Revised

                                        To              From
                                        --              ----
       Revolving credit facility        BB-             BB
        Recovery Rating                 2               1
       Term loan B                      BB-             BB
        Recovery Rating                 2               1


CELESTICA INC: S&P Puts 'BB-' Rating on CreditWatch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings,
including its 'BB-' long-term corporate credit rating, on Toronto-
based electronic manufacturing service provider Celestica Inc. on
CreditWatch with positive implications.

"The CreditWatch placement follows the near-term prospect of an
improved credit profile following the company's announcement that
it will exercise its option to redeem the US$223.1 million 7.625%
senior subordinated notes due 2013 from existing cash balances,"
said Standard & Poor's credit analyst Madhav Hari.

The notes will be redeemed at a price of 103.813% of the principal
amount, together with accrued and unpaid interest to the
redemption date.  Celestica expects to complete the repurchase in
the first quarter of 2010 ended March 31.

Following the planned redemption, Celestica will have no funded
debt outstanding given that in 2009 it had already redeemed
US$489.4 million of the principal amount of senior subordinated
notes due 2011.  As such, adjusted debt will moderate to about
US$170 million consisting of operating lease adjustments and
after-tax pension deficit.  Adjusted debt-to-EBITDA will be
nominal at approximately 0.6x.  Given the planned debt repurchase
and based on S&P's projection of Celestica achieving mid-single-
digit revenue growth in 2010, pro forma credit measures should be
strong for the current 'BB-' ratings, absent any unforeseen debt-
financed acquisition by the company.

Standard & Poor's also expects Celestica's pro forma liquidity to
remain solid, with a cash and cash equivalent balance of about
US$700 million, full availability under the company's
US$200 million bank revolver, a US$250 million accounts receivable
securitization program, and S&P's expectation of meaningful free
cash flow generation in the next 12 months.

In resolving the CreditWatch listing, Standard & Poor's will
primarily focus on: the company's growth strategy, including its
appetite for large debt-financed acquisitions; and its prospective
financial policies.  In particular, S&P would review management's
long-term tolerance for debt leverage (given its growth ambitions)
and appetite for pursuing shareholder-friendly policies, which
could potentially have a re-leveraging effect on the company in
the future.  Standard & Poor's expects to complete its review
within the next few weeks.


CHAMPION ENTERPRISES: Seeks Withdrawal of Registration Statement
----------------------------------------------------------------
Champion Enterprises, Inc., filed on Friday a registration
withdrawal request on Form W with the Securities and Exchange
Commmision.

Pursuant to Rule 477 promulgated under the Securities Act of 1933,
as amended, the Company asks the SEC to grant the withdrawal of
its Registration Statement on Form S-3 (File No. 333-160372),
together with all exhibits thereto.  The Registration Statement
was originally filed with the Commission on July 1, 2009, and was
never declared effective.  The Company discloses that no
securities have been sold under the Registration Statement.

The Company has requested the withdrawal of its Registration
Statement because its common stock was removed from listing on the
New York Stock Exchange and the Chicago Stock Exchange due to the
Company's filing on November 15, 2009, of a voluntary petition for
reorganization under Chapter 11 of the US Bankruptcy Code.

                    About Champion Enterprises

Troy, Michigan-based Champion Enterprises, Inc., and its
subsidiaries are international manufacturers of factory-built
homes and steel-framed modular buildings, with operations in the
United States, Canada and the United Kingdom. Buildings
constructed by Champion and its subsidiaries consist of both
single and multi-module units designed for either commercial or
residential purposes.  Champion products range from single-module
HUD-Code homes to sophisticated commercial structures such as
hotels.

The Company filed for Chapter 11 on November 15, 2009 (Bankr. D.
Del. Case No. 09-14019).  The Company's affiliates also filed
separate bankruptcy petitions.  James E. O'Neill, Esq., Laura
Davis Jones, Esq., Mark M. Billion, Esq., Timothy P. Cairns, Esq.,
at Pachulski Stang Ziehl & Jones LLP, assist Champion in its
restructuring effort.  The Company listed $576,527,000 in assets
and $521,337,000 in liabilities as of October 3, 2009.


CHARLES ABRAHAMS: Section 341(a) Meeting Scheduled for Feb. 16
--------------------------------------------------------------
The U.S. Trustee for Region 15 will convene a meeting of creditors
in Charles L. Abrahams' Chapter 11 case on February 16, 2010, at
12:00 p.m.  The meeting will be held at Office of the U.S.
Trustee, 402 W. Broadway (use C St. entrance), Suite 630, San
Diego, CA 92101.

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

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

San Diego, California-based Charles L. Abrahams filed for Chapter
11 bankruptcy protection on January 22, 2010 (Bankr. S.D. Calif.
Case No. 10-00968).  William M. Rathbone, Esq., at Gordon & Rees
LLP, assists the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


CHASBO PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Chasbo Properties, Inc.
        899 Harrell Avenue
        Woodbridge, NJ 07095

Bankruptcy Case No.: 10-12831

Chapter 11 Petition Date: January 31, 2010

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Debtor's Counsel: John D. Kutzler, Esq.
                  Law Office of Buzby & Kutzler
                  1310 Avenue A
                  Manahawkin, NJ 08050
                  Tel: (800) 975-3336
                  Fax: (609) 978-7198
                  Email: johndkutzler@aol.com

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

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

According to the schedules, the Company has assets of $2,560,939,
and total debts of $1,970,691.

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

             http://bankrupt.com/misc/njb10-12831.pdf

The petition was signed by Glenn C. Boresen, president of the
Company.


CIRCUIT CITY: Seeks OK of Retention Plan, Keeps Bonus List Secret
-----------------------------------------------------------------
Circuit City Stores, Inc., is asking the U.S. Bankruptcy Court for
the Eastern District of Virginia, in Richmond, to approve a
Liquidation Retention Plan.  Circuit City seeks authority, but not
direction, to make wind down retention payment to plan
participants.

On January 16, 2009, the Court authorized the Debtors, among other
things, to conduct going out of business sales at the Debtors'
remaining 567 stores pursuant to an agency agreement between the
Debtors and a joint venture, as agent.  On January 17, 2009, the
Agent commenced going out of business sales pursuant to the Agency
Agreement at the Debtors remaining stores.  As of March 8, 2009,
the going out of business sales at the Debtors' remaining stores
had been completed.

On August 29, 2009, the Debtors and its Creditors Committee filed
the First Amended Joint Plan of Liquidation of Circuit City
Stores, Inc. and its Affiliated Debtors and Debtors In Possession
and its Official Committee of Creditors Holding General Unsecured
Claims.  The associated disclosure statement was approved on
September 24, 2009, and confirmation of the Plan is currently
scheduled for February 11, 2010.  Generally, the Plan provides for
the liquidation of the Debtors under chapter 11 of the Bankruptcy
Code.

The Debtors currently have 23 full-time employees to assist with
the liquidation process.  The Debtors believe that their ability
to keep their remaining employees, however, is threatened by three
primary factors.

To assure the continued employment of Plan Participants and to
motivate them to continue to expend the additional effort required
of them to efficiently liquidate the Debtors' estates, as well as
to continue to manage an efficient and coordinated chapter 11
process, the Debtors have worked with their restructuring
professionals to develop an appropriate but limited liquidation
retention plan.  The Debtors formulated the Liquidation Retention
Plan with the goal of rewarding the substantial contribution and
performance of the Plan Participants going forward.

The Liquidation Retention Plan consists of retention bonus
payments to the Plan Participants based upon their continued
service to the Debtors for a specified period of time.  Although
the total payments under the Plan will vary, on a weekly basis,
the Debtors estimate that the Debtors will accrue $9,400.

None of the Plan Participants are members of the Debtors'
management or "insiders" and are not persons in control of the
Debtors such that they set overall corporate policy or perform
other executive duties.  Titles include Director, Manager,
Supervisor, Project Manager, Specialist, Senior Analyst, Associate
Analyst, Senior Processor, and Processor.

In a separate request, the Debtors seek permission to keep the
list of employees subject to the Retention Plan classified.  The
Debtors explain the List contains confidential and sensitive
information concerning each Plan Participant's annual compensation
and bonus structure.  If the List were made public, the Debtors
believe that it could be detrimental to employee morale.  To avoid
detrimentally affecting employee morale at this critical stage of
the Debtors' cases, the Debtors submit that the List should be
sealed and that good cause exists for such relief.  The Debtors
will deliver copies of the List to chambers for in camera review
by the Court and to the Office of the United States Trustee for
the Eastern District of Virginia and counsel to the Creditors'
Committee.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

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


CITIZENS REPUBLIC: Fitch Downgrades Issuer Default Rating to 'B-'
-----------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Rating
for Citizens Republic Bancorp, Inc., to 'B-' from 'B', and its
principal bank subsidiaries to 'B-' from 'B+'.  The Rating Outlook
remains Negative.

Fitch's downgrade of CRBC's ratings follows the company's fourth
quarter 2009 (4Q'09) operating results and the announcement of
deferral on its hybrid securities.  CRBC announced that in
consultation with regulators, it will be deferring on its dividend
payments for these securities, including its $300 million in
preferred stock issued to the U.S. Treasury as part of the capital
purchase program.  Fitch considers the company's deferral on its
preferred securities to be non-performance, which translates into
a 'C' rating.

The downgrade of the long-term IDRs reflects Fitch's belief that
prolonged credit stress will continue to hamper the company's
performance and erode currently sound capital levels.  CRBC
reported a net loss of $65 million in 4Q'09 after loan loss
provisions of $84 million.  Credit losses and nonperforming assets
remain elevated.  To date, the most severe credit pressure has
occurred in CRBC's land and construction and development loan
books, but Fitch anticipates that the company will experience
increased credit stress in other portions of the commercial real
estate loan portfolio and consumer loan book.  CRBC is
concentrated in Michigan and Ohio markets, many of which have
experienced some of the most significant stress in the country in
terms of housing values, commercial real estate prices, and
unemployment.  Consequently, Fitch anticipates the company will
likely operate at a loss in 2010 and that losses will erode
current capital levels, supporting the Negative Rating Outlook.
Although CRBC has deferred on its preferred securities, Fitch
believes its current capital levels, core deposit base, liquidity,
and parent company liquidity support a long-term and short-term
IDR of 'B-' and 'B', respectively.

Fitch's rating actions are the result of a focused review of
Fitch's 'Master Global Financial Institutions Criteria' dated
Dec. 29, 2009.  This review concentrated in particular on credit
risk, capitalization, liquidity, and stress testing.  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.

Citizens Republic Bancorp, Inc., is an $11.9 billion bank holding
company headquartered in Flint, MI that operates 229 offices and
267 ATMS in the Midwest.  It serves markets in Michigan, Ohio,
Wisconsin, and Indiana as Citizens Bank, and operates F&M Bank in
Iowa.  CB Wealth Management, National Association is a limited-
purpose trust charter.

Fitch has downgraded these ratings:

Citizens Republic Bancorp, Inc.

  -- Long-term IDR to 'B-' from 'B'.
  -- Subordinated debt to 'CC/RR6' from 'CCC/RR6';
  -- Preferred stock to 'C/RR6' from 'CC/RR6'.

Citizens Bank
F&M Bank-Iowa

  -- Long-term deposits to 'B/RR3' from 'BB-/RR3';
  -- Long-term IDR to 'B-' from 'B+'.

CB Wealth Management, National Association

  -- Long-term IDR to 'B-' from 'B+'.

Citizens Funding Trust I

  -- Preferred stock downgraded to 'C/RR6' from 'CC/RR6'.

Fitch has affirmed these ratings:

Citizens Republic Bancorp, Inc.

  -- Short-term IDR at 'B';
  -- Individual at 'D/E';
  -- Support at '5';
  -- Support floor at 'NF';
  -- Rating Outlook Negative.

Citizens Bank
F&M Bank-Iowa

  -- Short-term deposits at 'B';
  -- Short-term IDR 'B';
  -- Individual at 'D/E';
  -- Support at '5';
  -- Support floor at 'NF';
  -- Rating Outlook Negative.

CB Wealth Management, National Association

  -- Short-term IDR at 'B';
  -- Individual at 'D/E';
  -- Support at '5';
  -- Support floor at 'NF';
  -- Rating Outlook Negative.


CITIZENS REPUBLIC: S&P Cuts Counterparty Credit Ratings to 'B-/C'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit ratings on Citizens Republic Bancorp Inc. to
'B-/C' from 'BB-/B'.  At the same time, S&P lowered the
counterparty credit ratings on its banking subsidiaries, Citizens
Bank and F&M Bank - Iowa to 'B+/B' from 'BB+/B'.  The outlooks are
negative.

"The lowering of the counterparty credit ratings reflects S&P's
expectation for Citizens' profitability to remain weak during
2010," said Standard & Poor's credit analyst Sunsierre Newsome.
"And the lowering of the ratings on the preferred securities
reflects the application of S&P's criteria with respect to payment
deferral on dividend payments."

The company announced that it plans to defer regularly scheduled
interest payments on its trust-preferred securities, including
dividend payments on its Troubled Asset Relief Program (TARP)
preferred stock.  The decision to defer these payments resulted
from the bank's sustained and substantial net losses and was made
in consultation with the Federal Reserve Bank of Chicago.

"Citizens' profitability to-date has been weak compared with that
of peers, due to significant credit losses.  S&P expects it will
likely remain weak for at least the next year, based on S&P's own
results from stress testing," added Ms. Newsome.

Citizens has continued to suffer significant and mounting credit
losses over the past year.  Fourth-quarter credit quality
statistics remain at elevated levels, which S&P expects to
continue for some time.  In S&P's view, credit loss deterioration
could accelerate to even higher levels if economic conditions were
to deteriorate further in the bank's economically weak Midwest
footprint.


CLASSIC SLEEP: Court Approves Sale & Restructuring Plan
-------------------------------------------------------
Only 25 days after filing for protection under the U.S. Bankruptcy
Code, Judge Nancy V. Alquist on Friday approved the sale of
Classic Sleep Products to Classic Brands LLC, which was formed by
the current management team and the company's Chinese
manufacturing partner.

Classic's current management team led by CEO Mike Zippelli will
increase its majority ownership stake in the business with funding
provided by JMX Capital Partners and Classic's senior lender, CIT
Commercial Services.  JMX is partially owned by Xiong Yu of
Delandis Trading Corp. of Fujian, China, and Classic's long-time
manufacturing partner.  Together, the parties are contributing
$10 million to recapitalize the company.

"Classic Brands creates a new paradigm in the mattress industry
with this transaction; superior U.S. design, engineering, sales,
logistics and marketing; and world-class, state-of-the-art Chinese
manufacturing, all harnessed to deliver incredible value to our
customers," said Mr. Zippelli.  "We see this move as a very
exciting opportunity to solidify Classic's position as one of the
leading value brands in the United States.  This strong infusion
of capital will strengthen our current business and position the
company for dynamic future growth."

Mr. Zippelli added that what makes this deal different than other
Chinese-U.S. partnerships is that Classic is using all its
manufacturing specifications and quality controls to produce its
value-priced line-up in China, not like others who are just
importing beds produced by Chinese manufacturers.

"This is not a license deal, but rather our own people working in
China to produce a better made value-priced mattress," he added.

Mr. Zippelli said that several years ago he became convinced that
Chinese manufactures like Delandis, who were building state-of-
the-art manufacturing facilities with the latest equipment and
quality control procedures provided a real competitive advantage
over domestically produced goods, especially quality memory foam
mattresses.  So instead of competing, he focused on how best to
create a marriage between the companies.

"When you look at the traditional problems a Chinese manufacturer
has in entering the U.S. market, the lack of a sales force,
communication issues, poor customer service and logistics, this
was something our domestic team excelled at.  Meanwhile, they
could make a fantastic product well below our domestic cost.
Together, we have become quite a team," he said.

Xiong "Sam" Yu, one of the partners in JMX, offered these thoughts
on the new relationship.

"Our relationship with Classic has enabled us to better understand
and appreciate the U.S. home furnishings market.  Working with
Mike and his team, we were able to foresee many of the problems
other Chinese manufacturers have had in terms of navigating the
U.S. market and it has made our relationship very successful for
both parties," said Mr. Yu.  "This deal will enable us to expand
the depth of our relationship and we are quite excited about the
opportunities for the future."

In addition, Classic Brands and Delandis have embarked on
constructing a new mattress manufacturing facility in Fujian,
China to meet increased customer demand. Construction should be
completed in 2011.

The Court's approval of the restructuring plan and sale was
approved in only 25 days, which Mr. Zippelli credited to the
expertise of his legal and advisory team.  Classic was represented
by Michael J. Lichtenstein from the law firm of Shulman, Rogers,
Gandal, Porty & Ecker of Potomac, MD and Rob Katz from The
Executive Sounding Board, a Philadelphia-based consulting firm.

The company said there will be no disruption of service to its
customers, vendors or suppliers during the transition process.
The deal is expected to close several weeks.

                   About Classic Sleep Products

Classic Sleep Products -- http://www.classicmattress.com/
-- sells its bedding products and accessories under the Dormia,
Space Age and Natural Expressions brands and uses materials from
around the world including all-natural and high-performance
covers, lamb's wool, Talalay and Dunlop latex, and visco-elastic
memory foam.  Many of the products are manufactured domestically
using handmade craftsmanship and custom embroidery.

Classic Sleep Products, Inc., filed for Chapter 11 bankruptcy on
January 4, 2010 (Bankr. D. Md. Case No. 10-10077).  Judge Nancy V.
Alquist presides over the case.  Michael J. Lichtenstein, Esq., at
Shulman Rogers Gandal Pordy & Ecker, PA, in Potomac, Maryland,
serves as counsel to the Debtor.  According to the Debtor's
schedules, the Company has assets of $2,740,184 and total debts of
$8,793,155.

                        About Dormia Inc.

Dormia Inc. -- http://www.dormia.com/-- headquartered in Jessup,
Maryland, was formed when Advanced Comfort, Inc., founded in 1991,
a mattress retailer dedicated to selling mattresses that ensure
longer lasting sleep, purchased the assets of Classic Corporation,
founded in 1971.  Classic was one of the leading manufacturers of
specialty sleep products and in 1985 was publicly traded on the
New York Stock Exchange.

Dormia filed for Chapter 11 bankruptcy protection on June 18, 2008
(Bankr. D. Md. Case No. 08-18044).  Judge Duncan W. Keir presided
over the case.  Michael J. Lichtenstein, Esq., at Shulman Rogers
Gandal Pordy & Ecker, P.A., in Rockville, Maryland, served as
Dormia's counsel.  In its petition, Dormia listed less than
$50,000 in assets and $1 million to $10 million in estimated
debts.

As reported by the Troubled Company Reporter, Dormia conducted a
court-ordered liquidation sale beginning July 3, 2008.  The Court
selected Hudson Capital Partners, LLC to manage the store
liquidations.


COLLINS & AIKMAN: Ex-CEO Stockman, et al., to Settle SEC Lawsuit
----------------------------------------------------------------
Chad Bray at Dow Jones Newswires reports the U.S. Securities &
Exchange Commission has reached agreements in principle to settle
a civil lawsuit against former Collins & Aikman Corp. Chief
Executive David Stockman, a former director and six other former
executives.

Dow Jones relates that in a court order Thursday, U.S. District
Judge Shira A. Scheindlin in Manhattan said the SEC has advised
the court that it has reached agreements in principle with
Stockman, the former White House budget director under U.S.
President Ronald Reagan, and seven others to resolve the case
against them.

According to the report, the judge granted a request to stay
proceedings against those defendants "to provide the parties the
opportunity to finalize their agreements and seek final commission
approval."

There have been settlement discussions with a ninth individual
defendant, but no agreement has been reached, the judge said,
according to the report.

The report relates Andrew Weissman, Mr. Stockman's lawyer, said he
could confirm that the discussions with the SEC have reached a
point where they felt they should notify the court, but he
declined to discuss the details of any potential agreement.

A SEC spokesman declined comment Thursday.

Dow Jones recalls the SEC has alleged an accounting fraud at
Collins & Aikman in which the company allegedly inflated its
quarterly earnings from fourth-quarter 2001 until early 2005 by
improperly accounting for payments from suppliers.

Dow Jones also notes that in 2009, the U.S. Attorney's office in
Manhattan dropped securities fraud and other criminal charges
against Mr. Stockman and three former Collins & Aikman executives
in a parallel criminal case after reassessing the evidence.

Dow Jones relates Mr. Stockman had said he committed no wrongdoing
and did his best to keep the company afloat during a meltdown in
the U.S. auto industry.

The company sought bankruptcy protection in May 2005, days after
Stockman's ouster from its board of directors. The company has
since been liquidated, with other auto suppliers buying its
business units.

                      About Collins & Aikman

Headquartered in Troy, Mich., Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich.
Case No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis
LLP, represents C&A in its restructuring.  Lazard Freres & Co.,
LLC, provides the Debtors with investment banking services.
Michael S. Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP,
represents the Official Committee of Unsecured Creditors
Committee.  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts.

On Aug. 30, 2006, the Debtors filed a Joint Chapter 11 Plan and a
Disclosure Statement explaining that plan.  On Dec. 22, 2006, they
filed an Amended Plan and on Jan. 22, 2007, filed a modified
Amended Plan.  On Jan. 25, 2007, the Court approved the adequacy
of the Disclosure Statement.  On July 18, 2007, the Court
confirmed the Debtors' Liquidation Plan which became effective on
Oct. 12, 2007.


COMVERSE TECHNOLOGY: S&P Puts B+ Rating on CreditWatch Developing
-----------------------------------------------------------------
Standard & Poor's Rating Services said it placed its ratings on
New York City-based Comverse Technology Inc., including the 'B+'
corporate credit rating, on CreditWatch with developing
implications, which indicates that S&P could raise or lower the
ratings.

These actions reflect uncertainties regarding Comverse's ability
to comply with SEC period reporting requirements by Feb. 8, 2010.
Compliance with SEC financial reporting requirements by this date
is a key condition of Comverse's June 2009 settlement agreement
with the SEC regarding the improper backdating of stock options
and other accounting practices.  If Comverse fails to meet these
financial reporting requirements, the SEC could initiate
administrative proceedings that may result in the assessment of
penalties such as fines, or possibly the revocation of Comverse's
registration statement.  Despite its non-filing status, Comverse
has provided Standard & Poor's with sufficient operating and
financial data to maintain the rating.

The risk of financial filing delays arises from Comverse's
dependency on the receipt of financial information from Verint
Inc., a majority-owned ubsidiary (which is also delinquent in
required SEC filings), as well as the completion of its other
reporting and disclosure processes required to meet its periodic
reporting obligations.  In addition to possible SEC penalties
resulting from Comverse's inability to be a current SEC filer by
Feb. 8, 2010, Comverse's consolidated credit profile could be
weakened by Verint's inability to meet reporting requirements
contained in its senior secured credit facility, which require
Verint to provide lenders with audited financial statements by
April 30, 2010.  Failure to provide audited statements by this
date would constitute an event of default under the credit
facility, although there is a one-month grace period.  While
Comverse does not guarantee Verint's debt, S&P believes a default
by Verint would weaken Comverse's consolidated business and
financial profiles.

"In resolving the CreditWatch, S&P will monitor Comverse's
progress in meeting the financial reporting requirements under its
settlement with the SEC," said Standard & Poor's credit analyst
Susan Madison.  S&P could lower the rating if the SEC instituted
severe penalties for failure to maintain current financial
filings, which weakened financial protection measures.  S&P could
also lower the rating if Comverse's majority-owned subsidiary,
Verint, appears unlikely to provide audited financial statements
to its lenders by April 30, 2010, since an event of default by
Verint would likely weaken Comverse's consolidated credit profile.
On the other hand, if Comverse is able to meet its SEC filing
requirements in the near term, S&P's assessment Comverse's
business and financial risk profiles could result in a rating
upgrade.


CONGOLEUM CORP: Reaches Settlement with 9 Insurance Groups
----------------------------------------------------------
Congoleum Corporation reported that it has reached a settlement
with nine insurance groups and the New Jersey insurance guaranty
associations.  Under the terms of the agreements, the insurance
companies and the guaranty associations will pay $100 million to
settle certain policies issued to Congoleum.  The settlement is
subject to court approval and other conditions.

Roger S. Marcus, Chairman of the Board, commented, "I am
absolutely thrilled to have finally resolved our disputes with the
principal insurance companies that have been opposing our
reorganization efforts.  Their opposition has been far and away
the greatest obstacle in getting a plan confirmed.  With the
conclusion of this substantial insurance settlement and the
support for the plan that we have from all creditor committees, we
expect a much smoother road ahead.  While our plan still requires
a formal creditor vote and other procedural steps, we fully expect
to see it confirmed and have Congoleum emerge from bankruptcy in
the second quarter of 2010."

                       About Congoleum Corp.

Based in Mercerville, New Jersey, Congoleum Corporation
(PINKSHEETS: CGMCQ) -- http://www.congoleum.com/-- manufactures
and sells resilient sheet and tile floor covering products with a
wide variety of product features, designs and colors.

The Company filed for Chapter 11 protection on December 31, 2003
(Bankr. D. N.J. Case No. 03-51524) as a means to resolve claims
asserted against it related to the use of asbestos in its products
decades ago.  Richard L. Epling, Esq., Robin L. Spear, Esq., and
Kerry A. Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
and Paul S. Hollander, Esq., and James L. DeLuca, Esq., at Okin,
Hollander & DeLuca, LLP, represent the Debtors.

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum,
is represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.

Various entities have filed bankruptcy plans for the Debtors.  In
February 2008, the legal representative for future asbestos-
related claimants; the asbestos claimants' committee; the official
Committee of holders of the Company's 8-5/8 % Senior Notes due
August 1, 2008; and Congoleum jointly filed a joint plan of
reorganization.  Various objections to the Joint Plan were filed.
In June 2008, the Bankruptcy Court issued a ruling that the Joint
Plan was not legally confirmable.

In August 2008, the Bondholders' Committee, the ACC, the FCR,
representatives of holders of prepetition settlements and
Congoleum entered into a term sheet describing the proposed
material terms of a new plan of reorganization and a settlement of
avoidance litigation with respect to prepetition claim settlement.
Certain insurers and a large bondholder filed objections to the
Litigation Settlement or reserved their rights to object to
confirmation of the Amended Joint Plan.  The Bankruptcy Court
approved the Litigation Settlement in October 2008.  The Amended
Joint Plan was filed in November 2008.

In January 2009, certain insurers filed a motion for summary
judgment seeking denial of confirmation of the Amended Joint Plan.
On February 26, 2009, the Bankruptcy Court rendered an opinion
denying confirmation of the Amended Joint Plan.  Moreover, the
Bankruptcy Court dismissed Congoleum's bankruptcy case.

On February 27, 2009, Congoleum and the Bondholders' Committee
appealed the Order of Dismissal and the ruling denying plan
confirmation to the U.S. District Court for the District of New
Jersey.  The District Court overturned the dismissal order, and
assumed jurisdiction of the bankruptcy proceedings.


CONGOLEUM CORP: Chapter 11 Exit Seen in Second Quarter
------------------------------------------------------
Congoleum Corporation on January 28, 2010, filed a motion seeking
the approval of the United States District Court for the District
of New Jersey for settlement agreements with nine insurance groups
and the New Jersey insurance guaranty associations.

Subject to various requirements set forth in the settlement
agreements and the approval of the District Court, the insurance
companies will pay $100 million to settle certain policies issued
to Congoleum and the amount will be paid to a plan trust of which
$97 million will be available for the payment of asbestos claims.
A hearing on the motion has been scheduled for February 19, 2010.

Roger S. Marcus, Chairman of the Board, commented, "I am
absolutely thrilled to have finally resolved our disputes with the
principal insurance companies that have been opposing our
reorganization efforts.  Their opposition has been far and away
the greatest obstacle in getting a plan confirmed. With the
conclusion of this substantial insurance settlement and the
support for the plan that we have from all creditor committees, we
expect a much smoother road ahead.  While our plan still requires
a formal creditor vote and other procedural steps, we fully expect
to see it confirmed and have Congoleum emerge from bankruptcy in
the second quarter of 2010."

In December, Congoleum requested the U.S. District Court for the
District of New Jersey, which is presiding over Congoleum's
bankruptcy case, to adjourn the hearing on the disclosure
statement with respect to the pending Second Amended Joint Plan of
Reorganization scheduled for December 7, 2009 until a date in the
first two weeks of January to be determined by the District Court.
The request was made jointly with the other plan proponents, the
Official Committee of Bondholders and the Asbestos Claimants'
Committee, and the request was granted by the District Court.

Mr. Marcus had explained the Company was actively engaged in
settlement negotiations with the insurers that have not previously
settled their coverage disputes with the Company.  Mr. Marcus at
that time said a plan could be confirmed in the first half of
2010.

As reported by the TCR on Oct. 27, 2009, Congoleum Corp. filed
with the U.S. District Court for the District of New Jersey a
Second Amended Joint Plan of Reorganization and an explanatory
disclosure statement on October 22.  The confirmation hearings are
scheduled to commence on March 29, 2010.

Congoleum filed the Second Amended Plan, at the behest of the
District Court.  After reversing an order by the bankruptcy court
that denied confirmation of Congoleum's plan and dismissing the
chapter 11 case, the District Court directed the Debtors to file a
new plan of reorganization that would provide for court review of
the payments made to claimants' counsel and requested briefing on
additional confirmation issues.

In general, the Second Amended Plan provides, among other things,
for the issuance of injunctions under section 524(g) of the
Bankruptcy Code that result in the channeling of all asbestos
related liabilities of the Company into a Plan Trust.  The Second
Amended Plan also provides for the issuance of 50.1% of the shares
of newly created Congoleum common stock to the trust, and 49.9% of
the shares of newly created Congoleum common stock to the holders
of allowed senior note claims.

A copy of the Second Amended Plan is available for free at:

    http://bankrupt.com/misc/Congoleum_Plan_Oct09.pdf

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

    http://bankrupt.com/misc/Congoleum_DiscStatement_Oct09.pdf

                       About Congoleum Corp.

Based in Mercerville, New Jersey, Congoleum Corporation
(PINKSHEETS: CGMCQ) -- http://www.congoleum.com/-- manufactures
and sells resilient sheet and tile floor covering products with a
wide variety of product features, designs and colors.

The Company filed for Chapter 11 protection on December 31, 2003
(Bankr. D. N.J. Case No. 03-51524) as a means to resolve claims
asserted against it related to the use of asbestos in its products
decades ago.  Richard L. Epling, Esq., Robin L. Spear, Esq., and
Kerry A. Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
and Paul S. Hollander, Esq., and James L. DeLuca, Esq., at Okin,
Hollander & DeLuca, LLP, represent the Debtors.

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum,
is represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.

Various entities have filed bankruptcy plans for the Debtors.  In
February 2008, the legal representative for future asbestos-
related claimants; the asbestos claimants' committee; the official
Committee of holders of the Company's 8-5/8 % Senior Notes due
August 1, 2008; and Congoleum jointly filed a joint plan of
reorganization.  Various objections to the Joint Plan were filed.
In June 2008, the Bankruptcy Court issued a ruling that the Joint
Plan was not legally confirmable.

In August 2008, the Bondholders' Committee, the ACC, the FCR,
representatives of holders of prepetition settlements and
Congoleum entered into a term sheet describing the proposed
material terms of a new plan of reorganization and a settlement of
avoidance litigation with respect to prepetition claim settlement.
Certain insurers and a large bondholder filed objections to the
Litigation Settlement or reserved their rights to object to
confirmation of the Amended Joint Plan.  The Bankruptcy Court
approved the Litigation Settlement in October 2008.  The Amended
Joint Plan was filed in November 2008.

In January 2009, certain insurers filed a motion for summary
judgment seeking denial of confirmation of the Amended Joint Plan.
On February 26, 2009, the Bankruptcy Court rendered an opinion
denying confirmation of the Amended Joint Plan.  Moreover, the
Bankruptcy Court dismissed Congoleum's bankruptcy case.

On February 27, 2009, Congoleum and the Bondholders' Committee
appealed the Order of Dismissal and the ruling denying plan
confirmation to the U.S. District Court for the District of New
Jersey.  The District Court overturned the dismissal order, and
assumed jurisdiction of the bankruptcy proceedings.


CONTINENTAL AIRLINES: Reports January 2010 Operational Performance
------------------------------------------------------------------
Continental Airlines on Monday reported a January consolidated
(mainline plus regional) load factor of 77.2%, 4.0 points above
the January 2009 consolidated load factor, and a mainline load
factor of 78.0%, 4.0 points above the January 2009 mainline load
factor.  Both January load factors were records for the month.
The carrier reported a domestic mainline January load factor of
78.2%, 1.6 points above the January 2009 domestic mainline load
factor, and a record international mainline load factor of 77.8%,
6.1 points above January 2009.

During January, Continental recorded a U.S. Department of
Transportation (DOT) on-time arrival rate of 82.3% and a mainline
segment completion factor of 99.5%.

In January 2010, Continental flew 7.0 billion consolidated revenue
passenger miles (RPMs) and 9.0 billion consolidated available seat
miles (ASMs), resulting in a consolidated traffic increase of 8.5%
and a capacity increase of 2.8% as compared to January 2009. In
January 2010, Continental flew 6.3 billion mainline RPMs and 8.1
billion mainline ASMs, resulting in a mainline traffic increase of
8.6% and a mainline capacity increase of 3.1% as compared to
January 2009. Domestic mainline traffic was 2.9 billion RPMs in
January 2010, up 2.4% from January 2009, and domestic mainline
capacity was 3.7 billion ASMs, up 0.2% from January 2009.

For January 2010, consolidated passenger revenue per available
seat mile (RASM) is estimated to have decreased between 1.0 and
2.0% compared to January 2009, while mainline RASM is estimated to
have decreased between 2.5 and 3.5%. For December 2009,
consolidated passenger RASM decreased 4.1% compared to December
2008, while mainline passenger RASM decreased 4.8% compared to
December 2008.

Continental's regional operations had a January load factor of
70.7%, 4.2 points above the January 2009 regional load factor.
Regional RPMs were 696.8 million and regional ASMs were 984.9
million in January 2010, resulting in a traffic increase of 7.4%
and a capacity increase of 0.9% versus January 2009.

                   About Continental Airlines

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

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

                       *     *     *

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

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

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


COOPER-STANDARD: Court Approves Fees of Noteholders' Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the payment of fees and reimbursement of expenses of Akin Gump
Strauss Hauer & Feld LLP.

The Court ruled that the fees and expenses will constitute
allowed administrative expenses of the Debtors.

Akin Gump serves as the legal counsel for a group of holders of
the Debtors' 7% Senior Notes due 2012 and 8 3/8% Senior
Subordinated Notes due 2014.  The firm was retained by the
noteholders in connection with the ongoing negotiations on the
terms of the Debtors' Chapter 11 plan of reorganization that
would involve a rights offering backstopped by the noteholders.

                       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: Gets Nod to Hire JLL as Real Estate Adviser
------------------------------------------------------------
Cooper-Standard Holdings Inc. and its affiliated debtors obtained
court approval to employ Jones Lang LaSalle Michigan LLC as their
real estate consultant effective December 16, 2009.

The Debtors tapped the firm to assist them in analyzing and
evaluating their four leases for real properties located in and
around the Detroit metropolitan area.  Specifically, JLL will be
tasked to:

  (1) review all leased facilities and determine the Debtors'
      ongoing leasing requirements;

  (2) identify leasing opportunities advantageous to the Debtors
      throughout the Detroit metropolitan area;

  (3) negotiate favorable lease terms for the Debtors; and

  (4) provide testimony to the Court if necessary.

Timothy Hefferon, CSHI vice-president, general counsel &
secretary, says the firm is well-suited to serve as the Debtors'
real estate consultant because of its extensive experience in
complex Chapter 11 cases, and because of its familiarity with the
Debtors' business and the leased properties.

JLL began working with the Debtors in December to evaluate the
leases and assist them in determining whether to assume or reject
the leases, according to Mr. Hefferon.

Under a December 16 agreement between JLL and the Debtors, JLL's
compensation will be commission-based only.  In the event the
Debtors execute a lease for space including a renewal or
extension of a lease, if any, JLL will be entitled to receive a
commission based on the applicable market rates, as is customary
in the commercial leasing industry.  These commissions are
generally paid directly by the third party landlords.

The execution and delivery of a lease by the lessor, sublessor or
its agent and the Debtors is the only prerequisite to the earning
of the commission.  The Debtors agreed that they will seek to
have the landlord pay the commission and to have any lease
entered into by the Debtors include the Debtors' right to offset
commissions not paid when due against rent under the lease, in
which event the Debtors will pay the commission to JLL, subject
to any holdback required under the Court's prior order approving
interim compensation of professionals.

The Debtors also agreed to indemnify JLL for all claims, losses,
liabilities and expenses in connection with its employment.

A full-text copy of the December 16 agreement is available for
free at http://bankrupt.com/misc/CSHI_JLLAgreement.pdf

In an affidavit, James Becker, market director of JLL, assures
the Court that the firm does not hold or represent interest
adverse to the Debtors' estate and that the firm is a
"disinterested person" under Section 101(14) of the Bankruptcy
Code.

                       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: Wants Immediate Dismissal of Cooper Tire Suit
--------------------------------------------------------------
Cooper-Standard Holdings Inc., Cooper-Standard Automotive Inc.
and Cooper-Standard Automotive Canada Ltd. filed a motion for
summary judgment, seeking dismissal of the complaint filed by
Cooper Tire & Rubber Company.

To recall, Cooper-Tire filed the complaint in the U.S. Bankruptcy
Court for the Southern District of New York to compel CSHI to
remit about $60 million in tax refunds to the company.  The tax
refunds were received by CSA Canada from the Canada Revenue
Agency in July 2009.

Cooper Tire asserts ownership of the tax refunds based on the
terms of a 2004 stock purchase agreement that was executed in
connection with the transfer of its stock to CSHI.  Under the
agreement, Cooper Tire is reportedly entitled to all refunds of
its taxes and interest received by CSHI or any of its units.

In support of their motion, CSHI, et al. also submitted in Court
an opening brief and a declaration executed by a certain Edward
Jacobs.  The documents were filed under seal as they reportedly
contain confidential information.

The Official Committee of Unsecured Creditors expressed support
for the approval of the motion, saying CSA Canada is the owner of
the tax refunds.

"Because CSA-Canada was the entity that overpaid the tax and is
the recipient of the tax refunds, it is both the legal and
equitable owner of the tax refunds," said the Creditors
Committee's attorney, Maris Finnegan, Esq., at Young Conaway
Stargatt & Taylor LLP, in New York.

Ms. Finnegan pointed out that Cooper Tire has nothing more than a
contractual right under the stock purchase agreement against
CSHI.  She added that CSHI also does not have "legal or equitable
right" to the tax refunds and thus could not hold those refunds
in trust for Cooper Tire or anyone.

Ms. Finnegan also criticized Cooper Tire's move to implicate CSA
Canada in the complaint, saying the Canadian unit was not a party
to the stock purchase agreement that created Cooper Tire's claim
against CSHI.

"The [Creditors Committee] submits that there was never any
legitimate dispute on these issues in the first place, and
discovery has been an unnecessary waste of estate resources," Ms.
Finnegan said in court papers.

"Summary judgment for the defendants is appropriate and any
remedies sought by Cooper Tire in its amended complaint to
recover on its unsecured contract claims outside of a plan of
reorganization against [CSHI] must be denied," she further said.

        Cooper Tire Wants Summary Judgment Motion Denied

Cooper Tire asked the Court to deny the motion for summary
judgment, saying the motion is without merit.

Jeffrey Waxman, Esq., at Morris James LLP, in Wilmington,
Delaware, said Cooper Tire's entitlement to the tax refunds "is
not akin to a garden-variety contractual right to payment."

Mr. Waxman argued that a provision under the stock purchase
agreement entitles Cooper Tire to all tax refunds.  "This is not
a mere contractual right to payment," he said.

According to Mr. Waxman, the parties' own conduct under the
agreement confirms Cooper Tire's entitlement to the tax refunds.
He pointed out that for years, CSHI and the other defendants
turned over to Cooper Tire the tax refunds they had received.

"Although CSA-Canada may have written the checks to the Canada
Revenue Agency for the taxes giving rise to the refunds in
dispute, the parties to the [stock purchase agreement] agreed to
treat those refunds as if Cooper Tire had paid the corresponding
taxes," Mr. Waxman pointed out.

Mr. Waxman criticized what he described as "unfair conduct" of
CSHI, et al.  He said that Cooper Tire and the defendants worked
cooperatively over the years to secure the tax refunds but, in
the end, the defendants allegedly secreted away the refunds by
disbursing them to CS Automotive's units worldwide despite
stating publicly in their filings with the Securities and
Exchange Commission that Cooper Tire was entitled to those
refunds.

Mr. Waxman, on behalf of Cooper Tire, filed a motion for summary
judgment in favor of the company and a motion for leave to file
reply brief in support of the company's motion for summary
judgment.

In its motion for summary judgment, Cooper Tire argues that under
federal common law and Delaware law, the tax refunds are not part
of the defendants' bankruptcy estates on grounds that the
defendants hold those funds in trust for the benefit of the
company.  The motion seeks for the immediate return of the tax
refunds already received as well as additional refunds yet to be
received by CSA Canada, and an imposition of trust over the
refunds that were already issued.

Cooper Tire's motion for summary judgment was criticized by the
Creditors Committee, which argued that the company "has raised no
issue of genuine material fact regarding the equitable ownership
of the tax refunds" and that the company has underscored that
"there is no genuine issue of material fact disputing that CSA
Canada was the entity that paid the taxes that generated the tax
refunds."

                       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)


COREL CORP: Shareholders Approve Stock Consolidation
----------------------------------------------------
Corel Corporation said shareholders approved its stock
consolidation.  The consolidation represented the second and final
step in the acquisition of Corel by Corel Holdings, L.P., a
limited partnership controlled by an affiliate of Vector Capital.
Following approval of the Consolidation, Corel filed articles of
amendment to effect the consolidation with the result that Corel
is now wholly-owned by Corel Holdings, L.P. and its affiliates.

Shareholders other than Corel Holdings, L.P. and its affiliates
will receive cash consideration of U.S.$4.00 in respect of each
pre-consolidation share held by such holder.

Corel's common shares will be delisted from the NASDAQ stock
market and the Toronto Stock Exchange promptly following the
consolidation, and thereafter Corel will cease to be a reporting
issuer under Canadian law and its reporting obligations under U.S.
securities laws will be suspended.

Further information about the consolidation and how shareholders
may receive the cash consideration for their pre-consolidation
shares is available in Corel's proxy statement filed with the
Securities and Exchange Commission and the Canadian securities
regulatory authorities on December 29, 2009.

                     About Corel Corp.

Corel Corp. (NASDAQ:CREL) (TSX:CRE) -- http://www.corel.com/-- is
one of the world's top software companies with more than
100 million active users in over 75 countries.  The Company
provides high quality, affordable and easy-to-use Graphics and
Productivity and Digital Media software.  The Company's products
are sold through a scalable distribution platform comprised of
Original Equipment Manufacturers (OEMs), the Company's global
e-Stores, and the Company's international network of resellers and
retail vendors.

At August 31, 2009, the Company had $189.7 million in total assets
against $199.7 million in total liabilities, resulting in
$10.0 million in shareholders' deficit.

Corel's working capital deficiency at August 31, 2009, was
$10.5 million, an increase of $7.7 million from the November 30,
2008, working capital deficiency of $2.8 million.

In November 2009, Standard & Poor's Ratings Services lowered its
long-term corporate credit ratings on Ottawa-based packaged
software provider Corel Corp. to 'B-' from 'B'.  S&P also lowered
the issue-level rating on the company's senior secured credit
facility by one notch to 'B-' from 'B'.  The '3' recovery rating
on the debt is unchanged.


CORUS ENTERTAINMENT: S&P Assigns 'BB' Rating on Senior Notes
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its issue-
level and recovery ratings to Toronto-based Corus Entertainment
Inc.'s proposed C$350 million senior unsecured notes due 2017.
S&P rate the notes 'BB' (the same as the corporate credit rating
on the company), with a recovery rating of '4', indicating S&P's
expectation of average (30%-50%) recovery for noteholders in the
event of a payment default.  Corus will use the proceeds to
refinance a portion of the company's existing debt.

In addition, S&P assigned its 'BB' debt rating to the company's
C$500 million shelf registration.  The notes are being issued
under the shelf registration.

"The 'BB' corporate credit rating on Corus reflects what S&P view
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 solid
market position of Corus' core specialty television and radio
businesses and by the revenue diversity these assets provide.  The
rating also reflects S&P's assessment of the positive advertising
growth dynamics for the specialty television industry and the
favorable Canadian broadcasting regulatory regime, which limits
competition.

                           Ratings List

                     Corus Entertainment Inc.

         Corporate credit rating            BB/Stable/--

                          Rating Assigned

            C$350 million senior unsecured debt    BB
             Recovery rating                       4

                        Shelf registration

         C$500 million sr unsecured debt        BB(prelim)


COUNCIL ENTERPRISES: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Council Enterprises,LLC
        PO Box 5086
        Concord, NC 28027

Bankruptcy Case No.: 10-30181

Chapter 11 Petition Date: January 28, 2010

Court: United States Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: Sandra U. Cummings, Esq.
                  The Cummings Law Firm, P.A.
                  1230 W. Morehead Street, Suite 404
                  Charlotte, NC 28208
                  Tel: (704) 376-2853
                  Fax: (704) 376-3334
                  Email: c_firm@bellsouth.net

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

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

According to the schedules, the Company has assets of $1,047,000,
and total debts of $947,233.

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

            http://bankrupt.com/misc/ncwb10-30181.pdf

The petition was signed by Beverly J. Lessane, managing member of
the Company.


CROSS CANYON: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Cross Canyon Energy Corp.
          fdba ABC Funding, Inc.
        6630 Cypresswood Dr., Suite 200
        Spring, TX 77379

Bankruptcy Case No.: 10-20088 / 10-30747

Type of Business:

Chapter 11 Petition Date: January 29, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Rhett G. Campbell, Esq.
                  Thompson & Knight
                  333 Clay St, Ste 3300
                  Houston, TX 77002-4499
                  Tel: (713) 654-8111
                  Email: campbellr@tklaw.com

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

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

The petition was signed by Carl A. Chase, the company's CEO.

Debtor's List of 15 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Bromley Gas Measurement,                          $172
Inc.

CG Trust                   Convertible Note       $30,500
                           Accrued Interest

Coastaflow Field Services                         $811

Dorsal Services, Inc.                             $41,367

IHS Global, Inc.                                  $269

Internal Revenue Service   Form 1120              $16,944
                           (Voyager Corporation)

Internal Revenue Service   Form 1120              $2,165

J&J Pipe & Supply Inc.                            $1,012

K & R Co.                                         $590

Malone & Bailey PC                                $1,500

Process Services Inc.                             $1,263

Ralph E. Davis Associates                         $1,912
Inc.

Schuster & Murry, PC                              $2,690

Sentry Technologies, Inc.                         $1,583

Vinson & Elkins                                   $92,577


DELTA AIR: AirElite Buys Segrave Aviation to Expand Operations
--------------------------------------------------------------
Delta Air Lines (NYSE: DAL) announced that its wholly owned
subsidiary, Delta AirElite, has acquired Kinston, N.C.-based
Segrave Aviation.  The all-cash transaction will double the size
of the Delta AirElite fleet and improve Web-based booking and the
travel experience for fleet membership card and charter customers.

"This is an excellent opportunity to couple Delta AirElite's
award-winning product and scheduling flexibility with Segrave's
leadership in online flight management and operations control,"
said Wayne Aaron, Delta's vice president for Corporate Strategy
and Business Development.  "The Segrave acquisition supports
Delta's strategy to offer differentiated products and services to
our high value customers."

Delta is the only U.S.-based carrier with commercial and private
jet service, enabling customers the ability to design their travel
plans with the combined reach and convenience of an on-call fleet
and the world's largest commercial airline network.  Delta
AirElite offers customers the ability to earn SkyMiles and
immediate Medallion qualification up to Diamond status, further
integrating Delta's commercial and private jet product offering to
high value customers.

"Coupling Delta's world-renowned brand and reputation for service
with Segrave's history as an innovator in private jet operations
is a natural fit for the customers who have long counted on
Segrave and Delta AirElite," said Jim Segrave of Segrave Aviation.
"All of us at Segrave look forward to our new partnership with
Delta and the opportunity to grow this exciting segment of Delta's
business."

Segrave Aviation began operations in 1994 from Kinston, N.C.
Today, it directs a fleet of managed aircraft specializing in
wholesale charter aviation services, private aircraft management,
aircraft maintenance and fixed base operations.

    Delta AirElite, which operates a fleet of owned and managed
aircraft, was established in 1984 and is based in Cincinnati.
Delta AirElite was named 2009 "Best Private Jet Service" by
Executive Travel Magazine.  More information is available by
calling 877-DAE-JETS (877-323-5387) or by visiting
http://www.AirElite.com

                       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: Reports December 2009 Traffic Results
------------------------------------------------
Delta Air Lines (NYSE: DAL) reported traffic results for December
2009.  System traffic in December 2009, including both Delta and
Northwest operations, decreased 7.5 percent compared to December
2008 on an 8.0 percent decrease in capacity.  Load factor
increased 0.4 points to 81.2 percent.

Domestic traffic decreased 6.3 percent year over year on a
4.0 percent decrease in capacity.  Domestic load factor decreased
2.0 points to 80.2 percent.  International traffic decreased 9.3
percent year over year on a 13.9 percent decrease in capacity,
and load factor increased 4.2 points to 82.9 percent.

                        Delta Air Lines
                    Monthly Traffic Results

                       December 2009    December 2008     Change
                       -------------    -------------     ------
RPMs (000):
Domestic                   9,033,582        9,638,361     (6.3%)
Mainline                  7,062,684        7,612,807     (7.2%)
Regional                  1,970,899        2,025,554     (2.7%)

International              5,652,034        6,233,801     (9.3%)
Latin America             1,071,418        1,000,112      7.1%
  Mainline                 1,051,397          974,407      7.9%
  Regional                    20,021           25,705    (22.1%)
Atlantic                  2,873,363        3,423,582    (16.1%)
Pacific                   1,707,253        1,810,108     (5.7%)

System                    14,685,616       15,872,162     (7.5%)

ASMs (000):
Domestic                  11,257,481       11,727,427     (4.0%)
Mainline                  8,692,009        9,088,650     (4.4%)
Regional                  2,565,472        2,638,777     (2.8%)

International              6,819,920        7,918,087    (13.9%)
Latin America             1,376,827        1,317,464      4.5%
  Mainline                 1,348,948        1,280,294      5.4%
  Regional                    27,879           37,170    (25.0%)
Atlantic                  3,448,999        4,450,119    (22.5%)
Pacific                   1,994,095        2,150,504     (7.3%)

System                    18,077,401       19,645,515     (8.0%)

Load Factor
Domestic                       80.2%            82.2%  (2.0) pts
Mainline                      81.3%            83.8%  (2.5) pts
Regional                      76.8%            76.8%   0.0  pts

International                  82.9%            78.7%   4.2  pts
Latin America                 77.8%            75.9%   1.9  pts
  Mainline                     77.9%            76.1%   1.8  pts
  Regional                     71.8%            69.2%   2.6  pts
Atlantic                      83.3%            76.9%   6.4  pts
Pacific                       85.6%            84.2%   1.4  pts

System                         81.2%            80.8%   0.4  pts

Passengers Boarded         12,494,158       13,505,490     (7.5%)

Mainline Completion
Factor                         98.0%            98.4%  (0.4) pts

Cargo Ton Miles (000):
Mail                          10,546            9,338      12.9%
Freight                      210,460          166,740      26.2%
System                       221,007          176,078      25.5%

    Results include Delta and Northwest operations, as well as
flights operated under contract carrier arrangements, for all
periods presented.

                         Delta Air Lines
                  Year To Date Traffic Results

                       December 2009    December 2008     Change
                       -------------    -------------     ------
RPMs (000):
Domestic                 115,936,234      123,043,854     (5.8%)
Mainline                 90,893,683       98,185,365     (7.4%)
Regional                 25,042,550       24,858,489      0.7%

International             73,016,629       79,688,115     (8.4%)
Latin America            11,177,925       11,895,541     (6.0%)
  Mainline                10,973,151       11,383,448     (3.6%)
  Regional                   204,773          512,094    (60.0%)
Atlantic                 42,232,879       45,436,857     (7.1%)
Pacific                  19,605,826       22,355,716    (12.3%)

System                   188,952,863      202,731,968     (6.8%)

ASMs (000):
Domestic                 139,842,013      148,192,164     (5.6%)
Mainline                107,558,216      116,194,253     (7.4%)
Regional                 32,283,798       31,997,911      0.9%
International             90,455,265       97,933,295     (7.6%)
Latin America            14,386,049       15,031,297     (4.3%)
  Mainline                14,095,509       14,351,010     (1.8%)
  Regional                   290,540          680,288    (57.3%)
Atlantic                 52,071,808       56,645,186     (8.1%)
Pacific                  23,997,408       26,256,812     (8.6%)

System                   230,297,279      246,125,459     (6.4%)

Load Factor
Domestic                       82.9%            83.0%  (0.1) pts
Mainline                      84.5%            84.5%   0.0  pts
Regional                      77.6%            77.7%  (0.1) pts
International                  80.7%            81.4%  (0.7) pts
Latin America                 77.7%            79.1%  (1.4) pts
  Mainline                     77.8%            79.3%  (1.5) pts
  Regional                     70.5%            75.3%  (4.8) pts
Atlantic                      81.1%            80.2%   0.9  pts
Pacific                       81.7%            85.1%  (3.4) pts

System                         82.0%            82.4%  (0.4) pts

Passengers Boarded        161,048,649      171,723,929     (6.2%)

Cargo Ton Miles (000):
Mail                          88,425          110,484    (20.0%)
Freight                    2,200,014         2,752,180   (20.1%)
System                     2,288,439         2,862,664   (20.1%)

Results include Delta and Northwest operations, as well as flights
operated under contract carrier arrangements, for all periods
presented.

                       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: To Invest in Customer Experience, Fleet Efficiency
-------------------------------------------------------------
Delta Air Lines (NYSE: DAL) will invest $1 billion, or about
$300 million per year, through mid-2013 to improve the customer
experience in the air and on the ground.  The capital investment
will improve the consistency and level of service provided to
Delta's BusinessElite, First Class and elite-level flyers, as well
as increasing the efficiency of the airline's fleet.  Planned
enhancements include:

    * Installing full flat-bed seats in BusinessElite on 90
      trans-oceanic aircraft, including 14 Boeing 767-400ERs, 52
      Boeing 767-300ERs, 16 Boeing 747-400s and eight Boeing
      777-200ERs.  Upon completion, each of these fleets will
      have full flat bed seats on all aircraft.

    * Adding in-seat audio and video on demand throughout
      Economy Class on 16 Boeing 747-400 and 52 Boeing 767-300ER
      aircraft.  With these additions, Delta will offer
      personal, in-seat entertainment for both BusinessElite and
      Economy class customers on all wide-body aircraft.

    * Adding First Class cabins to 66 CRJ-700 aircraft operated
      by Delta Connection carriers ASA, Comair and SkyWest,
      bringing to 219 the number of regional aircraft with First
      Class seating.

    * Completing the modification of 269 pre-merger Northwest
      aircraft to feature Delta's signature blue leather seats,
      updated lighting and enhanced cabin amenities such as
      increased overhead bin space on pre-merger Northwest 757-
      200s.

    * Installing winglets on more than 170 Boeing 767-300ER,
      757-200 and 737-800 aircraft to extend aircraft range and
      improve fuel efficiency by as much as five percent.

    * Renovating and expanding Delta's Los Angeles Sky Club
      lounge, and introducing new Sky Club locations in Seattle,
      Philadelphia and Indianapolis.

"Delta's planned fleet and product investments mark the most
significant investment we have made in our customers in more than
a decade," said Delta CEO Richard Anderson.  "Our premium
travelers tell us that the comfort of a flat bed seat with direct
aisle access, a first class experience on regional jets and in-
flight entertainment are important factors in their choice of
carrier."

"This investment will be made while staying well within the level
of our historical capital expenditures," said Ed Bastian, Delta's
president.  "Rather than invest in new aircraft, Delta will be
spending its capital to improve the quality and consistency of the
on-board product and efficiency of the aircraft we already own."

Delta currently offers the most on-demand entertainment among U.S.
carriers with more than 100 domestic aircraft equipped with in-
seat audio and video on demand.  Delta also continues to rapidly
expand in-flight Wi-Fi service, which is available on more than
340 aircraft and more than 1,200 flights each day.  Delta, the
largest operator of Wi-Fi enabled aircraft in the world, plans to
have more than 530 aircraft equipped with Wi-Fi by mid-2010.

Delta's upcoming fleet and product investments build on recently
announced improvements including the re-launch of the Red Coat
program at Delta's international hub at JFK and subsequently at
all domestic hubs; the addition of BusinessElite service on
Delta's transcontinental routes between New York-JFK and Los
Angeles and San Francisco; the introduction of the full flat bed
seats on all flights between the United States and London-
Heathrow; and the announcement of plans to create a domestic hub
at Delta's No. 1 business airport -- New York- LaGuardia, subject
to government approvals.

Delta Air Lines, the world's No. 1 airline, serves more than
160 million passengers each year.  With its unsurpassed global
network, Delta and the Delta Connection carriers offer service to
368 destinations in 66 countries on six continents.  Delta
employs more than 70,000 employees worldwide and operates a
mainline fleet of nearly 800 aircraft.  A founding member of the
SkyTeam global alliance, Delta participates in the industry's
leading trans-Atlantic joint venture with Air France KLM.
Including its worldwide alliance partners, Delta offers customers
more than 16,000 daily flights, with hubs in Amsterdam, Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis-St. Paul, New York-JFK,
Paris-Charles de Gaulle, Salt Lake City and Tokyo-Narita.  The
airline's service includes the SkyMiles frequent flier program,
the world's largest airline loyalty program; the award-winning
BusinessElite service; and more than 50 Delta Sky Clubs in
airports worldwide.  Customers can check in for flights, print
boarding passes, check bags and flight status at
http://www.delta.com

                       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'


DEMING INDUSTRIES: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Deming Industries, Inc.
        2945 Government Way
        Coeur D Alene, ID 83815

Bankruptcy Case No.: 10-20055

Chapter 11 Petition Date: January 28, 2010

Court: United States Bankruptcy Court
       District of Idaho [LIVE] (Coeur dAlene)

Judge: Chief Judge Terry L. Myers

Debtor's Counsel: Bruce A. Anderson, Esq.
                  1400 Northwood Ctr Ct #C
                  Coeur d'Alene, ID 83814
                  Tel: (208) 667-2900
                  Fax: (208) 667-2150
                  Email: baafiling@ejame.com

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

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

According to the schedules, the Company has assets of $1,124,225,
and total debts of $659,524.

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

             http://bankrupt.com/misc/idb10-20055.pdf

The petition was signed by Michael Deming, president of the
Company.


EAST CHICAGO: Files for Chapter 11 Bankruptcy
---------------------------------------------
East Chicago Community Health Center Inc. filed for Chapter 11
bankruptcy, citing that it was on the brink of financial disaster
for years, according to a report by Mark Taylor at Post-Tribune.
According to court documents, the Company listed assets of
$2,312,673 and liabilities of $5,126,624.  East Chicago Community
Health Center Inc. offers health and medical services.


ELITE ELECTRIC: Files for Chapter 11 Bankruptcy
-----------------------------------------------
According to Journal of Business, Elite Electric of Washington II
Inc. filed for Chapter 11 bankruptcy, listing assets of
$1.3 million, including $1 million in account receivables, and
debts of $1.4 million.  Elite Electric of Washington II Inc.
offers electrical contracting work.


FLEETWOOD ENTERPRISES: Marathon Beneficially Owns 12% of Stock
--------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Marathon Asset Management LLP and its related entities
disclosed that they may be deemed to beneficially own shares of
Fleetwood Enterprises Inc.'s common stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Marathon Asset Management LLP          25,112,296      12.0%
Marathon Asset Management (Services)   25,112,296      12.0%
M.A.M. Investments Ltd.                25,112,296      12.0%
William James Arah                     25,112,296      12.0%
Neil Mark Ostrer                       25,112,296      12.0%
Jeremy John Hosling                    25,112,296      12.0%

Although this statement is being made jointly by the above
Reporting Persons, each of them expressly disaffirms membership in
any group under Rule 13d-5 under the Securities Exchange Act of
1934, as amended, or otherwise.

Marathon Limited, an owner of Marathon Asset Management LLP., is a
wholly owned subsidiary of M.A.M. Investments Asset Management
(Services) Ltd. and as such shares with M.A.M. the voting and
dispositive power as to all of the shares beneficially owned by
Marathon Asset Management (Services) Ltd.  Messrs Arah, Hosking
and Ostrer are directors and indirect owners of Marathon Asset
Management (Services) Ltd. and owners and Executive Committee
members of Marathon Asset Management LLP.

This Schedule 13G assumes the Company has issued and outstanding
209,230,000 common shares.

A full-text copy of Marathon Asset Management LLP, et al.'s
Schedule 13G is available at http://researcharchives.com/t/s?4f57

                    About Fleetwood Enterprises

Based in Riverside, California, Fleetwood was the second largest
manufactured housing makers in the U.S. and the largest
manufacturer of recreational vehicles over 30 feet in length.

Fleetwood Enterprises listed assets of $560 million against debt
totaling $624 million in its bankruptcy petition.  Fleetwood
Enterprises, together with 19 of affiliates, filed for Chapter 11
protection on March 10, 2009 (Bankr. C. D. Calif. Lead Case No.
09-14254).  Craig Millet, Esq., and Solmaz Kraus, Esq., at Gibson,
Dunn & Crutcher LLP, represent the Debtors in their restructuring
efforts.  FTI Consulting Inc. is the financial advisors to the
Debtors.  The Debtors tapped Greenhill & Co. LLC as its investment
banker.

Fleetwood sold its RV business in June 2009 for $53 million to
private-equity investor American Industrial Partners and was
authorized in August to sell the manufactured housing operations
for $26.6 million in cash to Cavco Industries Inc.


FOUNTAIN POWERBOAT: Unsec. Creditors Approve Reorganization Plan
----------------------------------------------------------------
Majority of Fountain Powerboat Industries' unsecured creditors --
including National City, Baja Marine Corp., Bank of America, GE
Commercial Distribution, Key Bank and Textron Financial --
approved the Company's plan of reorganization filed in the U.S.
Bankruptcy Court in the Eastern District of North Carolina,
according to Sounding Trade Only Today.

The Plan divides the claims against the Company into nine classes
and calls for the "allowed unsecured claims" to receive a share of
$1 million in full satisfaction of the claims.  The aggregate
amount of the claims is an estimated $3.39 million so a cash
distribution of $1 million among all unsecured claims would
provide a payment to claim holders within a range of 5% to 18%,
says report citing papers filed with the court.

Sounding Trade notes that the Plan contemplates that the best
opportunities for creditors lies in

   * continued operation of the business;

   * modification and restructuring of the existing secured debt;
     and

   * satisfaction of the unsecured claims by means of one cash
     payment from a capital advance funded by the party acquiring
     the new equity interests in the reorganized debtors.

The reorganized company would continue to operate as a
boatbuilder, with funding from Liberty Associates used as the
primary means to put the plan in place and provide payment to the
holders of allowed claims.

Fountain Powerboat Industries filed for Chapter 11 bankruptcy
protection on August 24, 2009 (Bankr. E.D. N.C. Case No. 09-
07132).  The Company's affiliates -- Fountain Powerboats, Inc.,
Fountain Dealers' Factory Superstore, Inc., and Baja by Fountain,
Inc., also filed for bankruptcy.  John A. Northen, Esq., and
Stephanie Osborne-Rodgers, Esq., at Northen Blue, LLP, assist
Fountain Powerboat in its restructuring efforts.  Fountain
Powerboat listed $3 in assets and $19,619,331 in liabilities.


FRANK JAMES TSIKITAS: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Joint Debtors: Frank James Tsikitas
               Georgia Tsikitas
               10645 E. Acoma Drive
               Scottsdale, AZ 85255

Bankruptcy Case No.: 10-02180

Chapter 11 Petition Date: January 28, 2010

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

Judge: Redfield T. Baum Sr.

Debtors' Counsel: Randy Nussbaum, Esq.
                  Nussbaum & Gillis, P.C.
                  14500 N. Northsight Blvd. - #116
                  Scottsdale, AZ 85260
                  Tel: (480) 609-0011
                  Fax: (480) 609-0016
                  Email: rnussbaum@nussbaumgillis.com

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

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

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

             http://bankrupt.com/misc/azb09-30832.pdf

The petition was signed by the Joint Debtors.


FREMONT GENERAL: Court Sends 5 Rival Plans for Voting
-----------------------------------------------------
The U.S. Bankruptcy Court for Central District of California has
approved for voting five separate and competing plan of
reorganization for Fremont General Corporation.

The five plan proponents are:

     -- The Creditors Committee;
     -- The Equity Committee;
     -- New World Acquisition, LLC;
     -- Ranch Capital, LLC; and
     -- Signature Group Holdings LLC

Fremont is not prosecuting its own chapter 11 plan.  Moreover,
Fremont is not expressing a preference at this time as to any of
the plans that have been filed by the five plan proponents.

Each of the five plans proposes to effect a merger between Fremont
and certain of its subsidiaries, which will need to be approved by
the Bankruptcy Court.  Each of the plans proposes to treat the
holders of Fremont's 7.875% Senior Notes due 2009, the holders of
general unsecured claims against Fremont, the holders of the 9%
Trust Originated Preferred Securities issued by Fremont General
Financing I, the holders of claims subordinated under Section
510(b) of the Bankruptcy Code, and the holders of Fremont's common
stock in different fashions.  The five rival plans contemplate
full payment of general unsecured claims and retention of equity
interests.

A full-text copy of the Information Cover Letter sent to voting
creditors and a comparison of the competing plans is available at
no charge at http://bankrupt.com/misc/FremontPlanComparison.pdf

The Court will commence plan confirmation hearing on March 12,
2010, at 9:30 a.m. in Santa Ana, California.  Plan votes are due
March 5.

A full-text copy of the Disclosure Statement Order and Notice of
Confirmation Hearing is available at no charge at:

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

The Official Committee of Unsecured Creditors is represented by:

     Lee R. Bogdanoff, Esq.
     Jonathan S. Shenson, Esq.
     Brian M. Metcalf, Esq.
     KLEE, TUCHIN, BOGDANOFF & STERN LLP
     1999 Avenue of the Stars, 39th Floor
     Los Angeles, California 90067-6049
     Tel: (310) 407-4085
     Fax: (310) 407-9090

The Official Committee of Equity Holders is represented by:

     Philip E. Strok, Esq.
     WEILAND, GOLDEN, SMILEY, WANG EKVALL & STROK LLP
     650 Town Center Drive, Suite 950
     Costa Mesa, CA 92626-7021
     Tel: (714) 966-1000
     Fax: (714) 966-1002

Ranch Capital, LLC, is represented by:

     Derek J. Kaufman, Esq.
     MUNGER, TOLLES & OLSON LLP
     355 South Grand Avenue, Suite 3500
     Los Angeles, CA 90071-1560
     Tel: (213) 683-9100
     Fax: (213) 687-3702

Signature Group Holdings LLC is represented by:

     John P. Schafer, Esq.
     MANDERSON, SCHAFER & MCKINLAY LLP
     4695 MacArthur Court, Suite 1270
     Newport Beach, California, 92660
     Tel: (949) 788-1038
     Fax: (949) 743-8310

New World Acquisition, LLC, is represented by:

     Carole Neville, Esq.
     Peter D. Wolfson, Esq.
     SONNENSCHEIN NATH & ROSENTHAL LLP 1221
     Avenue of the Americas, 25th Floor New York, New York 10020
     Tel: (212) 768-6700
     Fax: (212) 768-6800

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

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


FRONTIER DRILLING: Liquidity Concerns Cue S&P to Junk Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Frontier Drilling ASA to 'CCC' from 'B-'.  At the same
time, S&P placed all its ratings on the company on CreditWatch
with developing implications.

In addition, S&P lowered the rating on the senior secured credit
facility to 'CCC+' from 'B'.  S&P kept the recovery rating on this
debt at '2', indicating S&P's expectation of substantial (70%-90%)
recovery of principal in the event of a payment default.  S&P also
lowered the rating on the second-lien term loan to 'CC' from
'CCC'.  The recovery rating remains '6', indicating S&P's
expectation for negligible (0%-10%) recovery in the event of a
payment default.

"The downgrade reflects S&P's expectation that the company's
liquidity at Dec. 31, 2009, of $35 million will decline
meaningfully -- below $10 million during the first quarter -- due
to significant unplanned downtime with its Phoenix rig and the
inability to successfully recontract its Seillean FPSO rig," said
Standard & Poor's credit analyst Marc Bromberg.  Given this
scenario, S&P expects the company to utilize most of its available
liquidity and breach its fourth-quarter minimum EBITDA covenant
requirement under both its first- and second-lien term loan
amendments.

Bergen, Norway-based Frontier Drilling has experienced significant
unplanned downtime at its Phoenix and Seillean vessels,
exacerbating the company's already weak financial profile.  The
Phoenix has been out of service since November 2009 following
repairs to its thrusters.  Although Frontier expects the Phoenix
to resume operations by mid-February, S&P is concerned about
potential delays and the timing implications on liquidity and cash
inflows, at which point liquidity could be very thin to meet
operating and capital costs or interest requirements.  Compounding
this concern, the FPSO vessel Seillean has been off contract since
October, following the completion of its contract with Petrobras
and Frontier has not successfully signed another contract.   The
vessel is currently "hot-stacked," and is incurring meaningful
operating expenses during this period.

A CreditWatch with developing implications indicates that ratings
could be raised, lowered, or affirmed.  If the company
successfully resumes operations on the Phoenix vessel in a timely
manner with no unexpected downtime through at least the third
quarter, S&P could raise ratings as S&P could expect a meaningful
cash flow contribution which could improve liquidity and possibly
alleviate covenant concerns.  Also, a successful contract
negotiation for Seillean, in a timely fashion could bolster cash
flow and liquidity.   However, S&P has a high degree of
uncertainty associated with either of these outcomes.


FX REAL ESTATE: Las Vegas Unit Enters Lock Up & Plan Support Deal
-----------------------------------------------------------------
FX Real Estate and Entertainment Inc. said that its remaining
Las Vegas subsidiary entered into a Lock Up and Plan Support
Agreement with the first lien lenders, certain of the second lien
lenders and the first and second lien agents under the Las Vegas
subsidiary's $475 million mortgage loans, and LIRA LLC, a
corporate affiliate of Robert F.X. Sillerman, Paul C. Kanavos and
Brett Torino, who are directors, executive officers and/or greater
than 10% stockholders of the Company.

Purpose of the New Lock Up Agreement is to pursue an orderly
liquidation of the Company's Las Vegas subsidiary for the benefit
of its creditors pursuant to a prearranged sale of the Las Vegas
subsidiary's Las Vegas property under a prepackaged chapter 11
bankruptcy case to be filed by the Las Vegas subsidiary.  The Las
Vegas subsidiary is currently in default under its $475 million
mortgage loans secured by its Las Vegas property, which is
substantially the Company's entire business.

On Jan. 22, 2010, the parties to the New Lock Up Agreement amended
the New Lock Up Agreement by entering into the First Amendment to
the Lock Up and Plan Support Agreement. Under the First Amendment,
the parties extended the date until which they have to agree upon
the definitive forms of the key transaction documents required to
implement the prepackaged chapter 11 bankruptcy case's plan of
reorganization from January 22, 2010 to February 3, 2010.

The New Lock Up Agreement, as amended by the First Amendment, will
automatically terminate and be of no further force and effect on
February 3, 2010, if on or before such date the parties thereto
have not agreed upon the definitive forms of such key transaction
documents.

              About FX Real Estate and Entertainment

New York-based FX Real Estate and Entertainment Inc.'s business
consists of owning and operating 17.72 contiguous acres of land
located at the southeast corner of Las Vegas Boulevard and Harmon
Avenue in Las Vegas, Nevada.  The property is currently occupied
by a motel and several commercial and retail tenants with a mix of
short and long-term leases.

At September 30, 2009, the Company had $143,904,000 in total
assets against total liabilities, all current, of $484,560,000.

The Company said it is in severe financial distress and may not be
able to continue as a going concern.  The Company said its current
cash flow from operations and cash on hand as of September 30,
2009, are not sufficient to fund its short-term liquidity
requirements, including its ordinary course expenses and
obligations as they come due.  The Company's Las Vegas
subsidiaries own real property which is substantially the
Company's entire business, and which subsidiaries are in default
under their $475 million mortgage loans, which are secured by the
property.  The carrying value of the Las Vegas property was
reduced to its estimated fair value of $140.8 million as of
June 30, 2009, after impairment charges taken prior to that date.


GARY-WILLIAMS ENERGY: S&P Gives Neg. Outlook, Keeps 'B' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
independent refiner Gary-Williams Energy Corp. to negative from
stable.  At the same time, S&P affirmed the 'B' corporate credit
rating on the company.

The ratings on Denver-based Gary-Williams Energy reflect the
highly competitive and cyclical nature of the refining and
marketing industry, the industry's current weakened state, the
company's lack of asset diversity, and its limited throughput
volumes at its facilities.  The ratings benefit from the company's
Wynnewood refinery's good access to crude oil pipelines and its
relatively moderate debt leverage.

"The negative outlook reflects the difficulties facing the
refining industry and their impact on Gary-Williams Energy's
financial performance and credit metrics," said Standard & Poor's
credit analyst Patrick Lee.  S&P could stabilize the ratings if
demand for refined products strengthens, thereby potentially
improving margins and increasing cash flow generation.  In the
near term, if cash flow generation continues to deteriorate and
coverage measures are further stressed, or if liquidity falls
below $50 million, a downgrade is possible.


GENERAL MOTORS: Extends Tengzhong's Deadline to Close Hummer Sale
-----------------------------------------------------------------
According to Dow Jones Newswires' Patricia Jiayi Ho, a spokeswoman
for machinery manufacturer Sichuan Tengzhong Heavy Industrial
Machinery Co., said Monday the deadline for the Chinese company to
buy General Motors Co.'s truck brand Hummer has been pushed back
from the end of January to the end of February.

According to Dow Jones, Zhao Tong, a spokeswoman for a public
relations firm hired by Tengzhong, GM and Tengzhong agreed to
extend the deadline.

Dow Jones recalls GM completed an agreement in October to sell
Hummer to Tengzhong.

As reported by the Troubled Company Reporter on October 13, 2009,
GM and Sichuan Tengzhong entered into a definitive agreement that
will allow Tengzhong to acquire GM's premium all-terrain HUMMER
brand.  Under the terms of the definitive agreement, the buyer
will acquire the ownership of the HUMMER brand, trademark and
tradenames, as well as specific IP license rights necessary for
the manufacture of HUMMER vehicles.  The buyer will also assume
the existing dealer agreements relating to HUMMER's dealership
network.

Tengzhong will purchase HUMMER through an investment entity, in
which it will hold an 80 percent stake.  Mr. Suolang Duoji, a
private entrepreneur with holdings that include the Hong Kong-
listed thenardite producer Lumena, will hold the remaining 20%
stake.  Financial terms of the agreement were not disclosed.

The deal is awaiting approval from the Chinese government, Ms.
Zhao said, according to Dow Jones.  She declined to elaborate, the
report adds.

                      About Sichuan Tengzhong

The investment entity buying Hummer will be jointly owned by
Tengzhong and private entrepreneur Suolang Duoji. Tengzhong will
hold 80 percent of the entity and Mr. Suolang 20 percent.

Sichuan Tengzhong Heavy Industrial Machinery Co., Ltd. is one of
China's major privately owned engineering companies. Tengzhong is
a manufacturer of heavy machinery equipment with a presence in
special-use vehicles, road and bridge construction equipment and
construction and energy industry equipment.

Since its establishment, Tengzhong has quickly become a major
manufacturer of machinery and construction components through a
series of successful acquisitions. Tengzhong prides itself on its
automated manufacturing equipment, its processing systems,
significant research and development initiatives and commitment to
innovation.

Mr. Suolang Duoji, a private entrepreneur from Sichuan Province
has holdings that include thenardite producer Lumena which was
recently listed on the Hong Kong Stock Exchange.

                       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: Bankr. Estate Lacks Funding for Toxic Site Cleanup
------------------------------------------------------------------
GM's loan from the U.S. and Canadian governments -- aggregating
$1.7 billion -- will cover cleanup costs on the contamination on
120 properties that General Motors Corp. transferred to Motors
Liquidation Co., during the bankruptcy process, but will not be
enough to address cleanup of other contaminated lands, Eartha Jane
Melzer of The Michigan Messenger reported on January 20, 2010.

State and federal environmental officials have specified (i) 50
landfills and other Superfund sites where GM dumped hazardous
waste but never owned the property, and (ii) former factory sites
that GM polluted before donating them to communities for
redevelopment as "toxic sites" that GM needs to do cleanups on,
according to the report.

The U.S. Environmental Protection Agency, Fish and Wildlife
Service, and National Oceanic and Atmospheric Administration have
spent $190 million for the clean-up and will require another
$1.8 billion to complete it, according to the report.  Thirty-two
of the 50 dumping sites located in the Great Lakes states will
need another $305 million "to cover past and future cleanup
costs," the report added.

Federal environmental and wildlife agencies have appealed to the
U.S. Bankruptcy Court for the Southern District of New York to
access funds for cleanup work.

                       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: New GM Plans New China Plant as Sales Rise
----------------------------------------------------------
In a thrust to contain its growing sales, General Motors Company
needs to build a new greenfield manufacturing facility in China in
the near future, Reuters reported on January 23, 2010.  But
according to a statement from GM China's president, the plant will
not be built this year, the same report said.

GM, in partnership with China's largest car maker, SAIC Motor
Corp., makes minivans and pickup trucks in China.  The joint
venture has sold a record 1.83 million vehicles in China in 2009,
the report said.  This sales growth is up 66.9% from 2008 and more
than 46% rise in the overall vehicle market.  GM's managing
director for China operations, Kevin Wale, said GM expects to sell
more than 2 million units in 2010, the Wall Street Journal
reported on January 23.

"We have enough capacity to build the cars we need to sell this
year and we need to continue to look for ways of increasing our
capacity. That will mean we will have to add a new plant some time
in the near future," Kevin Wale, told the Journal.

                       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: Taps Stephen Girsky as Special Adviser
------------------------------------------------------
In a regulatory filing with the United States Securities and
Exchange Commission dated January 15, 2010, General Motors Company
vice president, controller and chief accounting officer Nick
Cyprus disclosed that on January 12, 2010, the Directors and
Corporate Governance Committee of the Board of Directors approved
the terms of a consulting arrangement between the Company and
Stephen J. Girsky, a director of the Company, under its Related
Party Transactions Policy.  Mr. Girsky is not a member of the
Committee.

While serving as the Senior Advisor to the Office of the Chairman,
Mr. Girsky will receive, in addition to his Board retainer, a
monthly grant of salary stock valued at $75,000 pursuant to the
Company's 2009 Salary Stock Plan and reimbursement of his living
expenses in Detroit and travel expenses to and from Detroit.  Mr.
Girsky began serving as Senior Advisor on December 1, 2009, and
his compensation will be retroactive to that date.  Either the
Company or Mr. Girsky may terminate the engagement at any time,
Mr. Cyprus disclosed.

                       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: To End Ontario Metal Center Production Feb. 5
-------------------------------------------------------------
General Motors Corp. in Mansfield/Ontario Metal center is shutting
down on February 5, 2010.  The plant, which opened in 1995, still
has about 400 workers.  The plant is also scheduled to halt
production by January 29, the Mansfield News Journal reported on
January 21, 2010.

After production ends, a few workers will be retained, the report
said.

"We're going to be running some service parts that week to assist
the organization," company spokesman Tom Mock said.  "We'll
continue to make parts for our customers through February 5.
After that, some team members and maintenance personnel will be on
hand to take care of the various business requirements we may
have.  That process is scheduled to continue through the first
half of the year."

                       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)


GI JOE'S: Failure to Pay BMC Bills Prompts Ch. 7 Conversion Motion
------------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
asks the U.S. Bankruptcy Court for the District of Delaware to
convert G.I. Joe's Holding Corp. and its affiliates' Chapter 11
bankruptcy cases to Chapter 7.

NetDockets says the U.S. Trustee's bid was partially in response
to allegations raised by BMC Group, the Debtors' claims and
noticing agent, that it has not been paid since the cases were
filed in March 2009.  BMC, as reported by the Troubled Company
Reporter on January 22, 2010, has asked the Court to compel the
Debtors to pay the firm for its services.

According to NetDockets, the U.S. Trustee said the BMC request
raises "serious concerns . . . about the Debtors continuing in
these Chapter 11 cases."  According to NetDockets, the U.S.
Trustee also said G.I. Joe's has not filed required monthly
operating reports since March 2009, which makes it "impossible to
determine whether the Debtors are current with their
postconfirmation obligations, paid the correct amount of 28 U.S.C.
Section 1930(a)(6) fees or whether there is a substantial or
continuing loss to or diminution of the estate and the absence of
a reasonable likelihood of rehabilitation."  According to
NetDockets, the U.S. Trustee said there "appears to be a
substantial or continuing loss to or diminution of the estate and
the absence of a reasonable likelihood of rehabilitation" which
necessitate the conversion of the cases "to protect the interests
of all creditors."

Headquartered Wilmington, Delaware, G.I. Joe's Holding Corporation
-- http://www.joessports.com-- owned and operated retail stores
selling sports apparel, and camping equipment and accessories.
G.I Joe has more than 30 locations in Idaho, Oregon, and
Washington.  The G.I. Joe's Holding Corporation and G.I. Joe's
Inc. filed for Chapter 11 protection on March 4, 2009 (Bankr. D.
Del. Case Nos. 09-10713 and 09-10714).  The Debtors hired
Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, as their
Delaware counsel and Patrick J. O'Malley, at Development
Specialist Inc., as thier chief restructuring officer.  When
the Debtors filed for protection from their creditors, they
estimated their assets and debts between $100 million and
$500 million.  In April 2009, a joint venture between Gordon
Brothers Retail Partners, LLC, and Crystal Capital Fund
Management won the auction of G.I. Joe's Holding Corp.'s
Pacific Northwest chain, Joe's Outdoor and More, with a
$61 million bid.


GLEN URE HUNSAKER: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Joint Debtors: Glen Ure Hunsaker
               Kay M. Hunsaker
               103 Clay Park Drive
               Salt Lake City, UT 84107

Bankruptcy Case No.: 10-20902

Chapter 11 Petition Date: January 28, 2010

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

Debtors' Counsel: Andres Diaz, Esq.
                  1 On 1 Legal Services
                  307 West 200 South, Suite 2004
                  Salt Lake City, UT 84101
                  Tel: (801) 596-1661
                  Fax: (801) 359-6803
                  Email: courtmail@adexpresslaw.com

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

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

The Debtors did not file a list of their 20 largest unsecured
creditors when they filed their petition.

The petition was signed by the Joint Debtors.


GREAT ATLANTIC: Ron Marshall to Assume President And CEO
--------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., said Ron Marshall
will assume the role of President & Chief Executive Officer
effective Feb. 8, 2010.

Mr. Marshall brings to A&P all the critical competencies and
experiences for which the Company has been looking.  Mr. Marshall
has extensive experience leading a public company, with a track
record of successful turnarounds.  He has broad experience in the
retail industry and specifically in food retail where he has spent
more than 12 years of his career in the highest levels of
management.  Mr. Marshall also brings a sound understanding of the
Northeast marketplace as well as important insights from his
previous experience as the President & Chief Executive Officer at
Borders Group, the CEO at Nash Finch, and previously as Executive
Vice President and Chief Financial Officer of Pathmark.  Mr.
Marshall has also served on the board of many prestigious
organizations including Nash Finch Company and Claire's Stores.

"I am very much looking forward to working with Christian, the
Board of Directors and the management team to realize A&P's
tremendous strategic potential.  I am confident that, together, we
will bring A&P back to its leadership position," stated Ron
Marshall.

"The Board of Directors and I are very excited about the
strengths, competencies and experiences that Ron brings to A&P.
He will be the key leader in our turnaround.  I'm looking forward
to working together with Ron and the Yucaipa team to improve our
immediate performance as well as develop strategies to drive
sustainable success in the future.  With Ron as our next Chief
Executive Officer I am confident that we will realize the
tremendous strategic value of the Company and capitalize on our
leadership position in the Northeast," stated Christian Haub,
Executive Chairman.

                About Great Atlantic & Pacific Tea

The Great Atlantic & Pacific Tea Company, Inc., based in Montvale,
New Jersey, operates conventional supermarkets, combination food
and drug stores and discount food stores in 8 U.S. states and the
District of Columbia.  The Company's business consists strictly of
retail operations, which totaled 433 stores as of December 5,
2009.  During the 40 weeks ended December 5, 2009, the Company
operated in four reportable segments: Fresh, Price Impact, Gourmet
and Other.  The Other segment includes Food Basics and Liquor
businesses.

                           *     *     *

The Company's existing corporate rating with Moody's Investors
Service is B3 with a negative outlook.  The Company's senior
unsecured debt is rated Caa1, its senior secured notes are rated
B3 and its liquidity rating is SGL-3.

The Company's corporate credit rating with Standard & Poor's
Ratings Group is B- with a stable outlook.  Its senior unsecured
debt is rated CCC, and its recovery rating is 6, indicating that
lenders can expect a negligible (0%-10%) recovery in the event of
a payment default.  Its senior secured notes are rated B-, with a
recovery rating of 4, indicating that lenders can expect an
average recovery (30%-50%) in the event of a payment default.  Its
preferred stock rating is CCC-.


GROTON REALTY: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Groton Realty Holdings, Inc.
        134 Main Street
        Groton, MA 01450

Bankruptcy Case No.: 10-40333

Chapter 11 Petition Date: January 28, 2010

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

Judge: Joel B. Rosenthal

Debtor's Counsel: Timothy M. Mauser, Esq.
                  Law Office of Timothy Mauser, Esq.
                  Suite 240, One Center Plaza
                  Boston, MA 02114
                  Tel: (617) 338-9080
                  Fax: (617) 275-8990
                  Email: tmauser@mauserlaw.com

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

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

According to the schedules, the Company has assets of $1,884,988,
and total debts of $1,324,434.

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/mab10-40333.pdf

The petition was signed by James W. Ryan, president of the
Company.


GSI GROUP: Equity Panel Urges Shareholders to Reject Exit Plan
--------------------------------------------------------------
The Official Committee of Equity Security Holders of GSI Group,
Inc. (Pink Sheets: GSIGQ) on Monday said it unanimously recommends
that GSI's shareholders reject the First Modified Joint Chapter 11
Plan of Reorganization for MES International, Inc., GSI Group Inc.
and GSI Group Corporation.

Although the bankruptcy court approved GSI's disclosure statement
for the plan on January 8, 2010, the Equity Committee discovered
that GSI inadvertently failed to remove the legend on the cover of
the disclosure statement that says the disclosure statement has
not been approved by the bankruptcy court and should not be relied
on.  While GSI was able to include a correction notice in the vast
majority of the packages that will be delivered to equity holders,
some holders will receive disclosure statements without the
correction notice, which will be sent in a separate, later mailing
to those holders.  Notwithstanding the language on the cover of
the disclosure statement, shareholders should timely cast their
ballots.

The Equity Committee urges shareholders to cast their ballots to
reject the plan for these reasons:

    * The structure of GSI's reorganization plan was negotiated
      during the second quarter of 2009.  Since that time, the
      markets that GSI serves have improved dramatically.  The
      Equity Committee believes that the enterprise value of GSI
      significantly exceeds the enterprise value imputed by the
      current plan.

    * The proposed plan implies an enterprise value for GSI of
      approximately $167 million.  For current shareholders of
      GSI, the proposed plan provides for distributed equity value
      (excluding the warrants) of approximately $28 million,
      equivalent to a per share price of approximately $0.60.  If
      shareholders vote to approve the plan, they would be
      agreeing with this valuation and would be authorizing GSI to
      dilute their ownership percentage by approximately 80%.  As
      representatives of the shareholders of GSI, appointed by the
      bankruptcy court, the Equity Committee urges all
      shareholders to reject the proposed plan and allow the
      Equity Committee to negotiate, or seek to separately pursue,
      an alternative plan of reorganization indicative of GSI's
      true value.

"We believe that the current plan significantly undervalues GSI
and gives the noteholders a recovery on their claims substantially
greater than what they are entitled to receive under applicable
law," said Stephen W. Bershad, Chairman of the Equity Committee.
"We urge all shareholders to reject this plan as not being in the
best interests of shareholders.  The Equity Committee is working
to negotiate an alternative plan with the noteholders and GSI.  If
these negotiations fail, the Equity Committee is prepared to
challenge the proposed plan in bankruptcy court and may seek to
propose and solicit its own plan of reorganization."

The Equity Committee urges all shareholders to carefully read the
plan and the related disclosure statement that GSI has mailed to
shareholders.  Most importantly, the Equity Committee urges
shareholders to timely cast their votes to reject the plan.

Although GSI's materials state that the deadline for shareholders
to return their ballots is Monday, February 15, 2010 (a Federal
holiday), GSI has extended the deadline until Tuesday, February
16, 2010.  All ballots must be received no later than February 16,
2010.  To receive another disclosure statement or ballot, please
contact the Debtors' solicitation agent, The Garden City Group,
Inc., by telephone at 1-866-249-8112.

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

A full-text copy of the Chapter 11 Plan is available for free at:

         http://bankrupt.com/misc/GSIGroup_Ch11Plan.pdf

GSI Group Inc. supplies precision technology to the global
medical, electronics, and industrial markets and semiconductor
systems.  GSI Group Inc.'s common shares are quoted on Pink Sheets
OTC Markets Inc.

The Company and two of its affiliates filed for Chapter 11
protection on Nov. 20, 2009 (Bankr. D. Del. Lead Case No. 09-
14110).  William R. Baldiga, Esq., at Brown Rudnick LLP,
represents the Debtors in their restructuring effort.  Mark
Minuti, Esq., at Saul Ewing LLP, as its local Counsel.  The
Debtors selected Garden City Group Inc. as their claims and notice
agent.  In their petition, the Debtors posted $555,000,000 in
total assets and $370,000,000 in total liabilities as of Nov. 6,
2009.


HAND IN HAND: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Hand In Hand Academy, Inc.
        19215 Livingston Ave
        Lutz, FL 33549

Bankruptcy Case No.: 10-01849

Chapter 11 Petition Date: January 28, 2010

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

Debtor's Counsel: Marshall G. Reissman, Esq.
                  Law Offices of Marshall G. Reissman
                  5150 Central Ave
                  St. Petersburg, FL 33707
                  Tel: (727) 322-1999
                  Fax: (727) 327-7999
                  Email: marshall@reissmanlaw.com

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

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

According to the schedules, the Company has assets of $1,786,050,
and total debts of $2,476,332.

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

             http://bankrupt.com/misc/flmb10-01849.pdf

The petition was signed by Wendy Alexander, president of the
Company.


HAWKEYE RENEWABLES: Valero, Murphy Oil Want to Buy Plants
---------------------------------------------------------
Jason Hancock at the Iowa Independent reports that Valero Energy
of Texas and Murphy Oil of Arkansas said they want to acquire
Hawkeye Energy Holdings' ethanol plant in Iowa Falls and Fairbank.

The Iowa Independent notes that the Company turned over the Iowa
Falls and Fairbank plants to lenders as part of a prepackaged
bankruptcy reorganization, citing a debt load in excess of $500
million.

Ames, Iowa-based Hawkeye Renewables, LLC -- dba Iowa Falls Ethanol
Plant, LLC -- filed for Chapter 11 bankruptcy protection on
December 21, 2009 (Bankr. D. Del. Case No. 09-14461).  L.
Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., assist the Company in its restructuring
effort.  Blackstone Advisory Partners, LP, is the Company's
financial advisor.  Epiq Bankruptcy Solutions, LLC, is the
Company's claims agent.  The Company listed $100,000,001 to
$500,000,000 in assets and $500,000,001 to $1,000,000,000 in
liabilities.


HCA INC: Use of Cash Flow Revolvers Won't Move Moody's 'B2' Rating
------------------------------------------------------------------
Moody's Investors Service commented that HCA Inc.'s planned use of
its ABL and cash flow revolvers to fund the payment of a dividend
to shareholders has no immediate impact on the ratings of the
company, including the B2 Corporate Family and Probability of
Default Ratings.

Moody's last rating action was on July 29, 2009, when a Ba3 rating
was assigned to the issuance of first lien secured notes and the
remaining ratings were affirmed.

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 155 hospitals and 97 freestanding
surgery centers owned and operated by its subsidiaries and another
eight hospitals and eight freestanding surgery centers that are
accounted for using the equity method as of September 30, 2009.
For the twelve months ended September 30, 2009, the company
recognized revenue in excess of $29 billion.


HEALTHEAST CARE: Moody's Affirms 'Ba1' Rating on $272 Mil. Bonds
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 long-term bond
rating assigned to HealthEast Care System's (MN) $272 million of
outstanding bonds issued by the St. Paul Housing & Redevelopment
Authority.  The outlook is stable.

Legal Security: The bonds are secured by a gross revenue pledge
from the Obligated Group, which includes HealthEast's three acute
care hospitals, the long term acute hospital and the parent,
representing the vast majority of total system cash flow.  Fully
funded debt service reserve funds with mortgages included on all
of the obligated group properties.

Interest Rate Derivatives: none.

                            Strengths

* Multi-year history of profitable but below average margins and
  noted softening of performance levels since peak performance in
  FY2005 due to expenditures for quality initiatives and
  flattening volume trends.

* Construction of new five-story, all private room patient tower
  at St. Joseph's Hospital completed, providing a competitive
  market advantage as the first all private room hospital system
  in the Twin Cities and expectations for improved volume at this
  facility.  Emergency department expansion and renovation has
  begun and will complete the total renovation of this facility.
  Costs were funded with bond proceeds (Series 2005).

* Debt is all fixed rate with no derivatives.

* Investment in quality initiatives is expected to improve
  performance over time, gain market share through consumer driven
  plans and aid in recruitment of specialists.

* Favorable payer mix, with Medicaid contributing to only 5% of
  gross revenues.

* No additional debt or capital projects of any significance are
  planned.

                            Challenges

* Third straight year of decline in liquidity to $97.4 million (44
  days) as of FYE 2009 from peak levels at FYE 2007 of $132.5
  million (73 days).  Cash is expected to be maintained at this
  lower level over the immediate term, effectively eliminating the
  balance sheet gains achieved with the sale/leaseback transaction
  during 3Q05 which boosted cash by $37.6 million.  Market
  conditions and capital spending have contributed to a reduction
  in cash reserves that is inadequate for a system of this size at
  the investment grade level.

* Leveraged balance sheet evidenced by low cash-to-debt ratio
  (34.9%), high debt to cash flow (8.6 times), weak MADS (1.87
  times) coverage, and high debt-to-capitalization ratio (70.4%)
  for FY 2009.  When converting non-cancellable operating leases
  to a debt-like equivalent, leverage is increased by an
  additional $95 million, cash-to-debt declines to 26%, MADS is
  reduced to 1.43 times, and debt-to-capitalization increases to
  76.2%.

* Volume decline during FY 2009 was material at 5.6% due to a
  softening local economy, a loss of some market share to
  HealthPartners, and operational disruption due to the St.
  Joseph's expansion.  Volumes improved through the first quarter
  of FY 2010, growing by 3.3% over the prior year same period.

* Operating profits suppressed again in FY 2009 by increased
  expenses associated with quality initiatives ($21 million spent
  from FY 2007 through FY 2009) that may provide for potential
  benefits over the longer term.  HealthEast has been cited for
  its quality standards prior to this recent investment in quality
  initiatives and Moody's is uncertain if the benefits of this
  increased spending, which offset profitability and impact cash
  flow, will deliver a measurable payback at this time.  Moody's
  note favorably, however, that spending on computerized physician
  order entry and other IT projects may result in federal stimulus
  reimbursement.

* Competitive pressures derive from a consolidated healthcare
  provider market and intensified physician alignment strategies.

                   Recent Developments/Results

HealthEast is a sizable health care system with over
$827.3 million in revenues and a combined total of 34,550
admissions.  HealthEast operates 527 staffed beds at three acute
care hospitals in downtown St. Paul (St. Joseph's), Maplewood (St.
John's) and Woodbury (Woodwinds), as well as a 175-bed long term
acute care hospital, an outpatient diagnostic imaging site and two
outpatient surgery sites.  Following the expansion of the St.
Joseph's Hospital and the subsequent conversion of semi-private
rooms to private rooms, HealthEast is the only provider in the
Twin Cities market with 100% private rooms.  HealthEast has
repositioned itself to gain a competitive advantage over other
area providers by developing strategies that deliver clinical care
in excess of national benchmark standards, improve processes to
add capacity and improve employee satisfaction and build consumer
loyalty.

HealthEast is the market leader with 38% market share in the east
metro service area (the Twin Cities is divided by the Mississippi
River).  Competition comes from United Hospital (part of A1-rated
Allina) and Regions Hospital (part of Baa1-rated HealthPartners).
Admissions to St. John's have declined in recent years (by a
significant 10% in FY 2009), as HealthPartners' staff model
providers are directing their admissions to Regions.

The Twin Cities market is highly consolidated on all three fronts
of healthcare delivery -- hospitals, payers and physicians.  The
consolidation eliminates much of the uncertainty of future
alignments going forward that many other markets are experiencing.
There are three commercial payers in this market, all not-for-
profits, with each system contracting with each of the payers.
The "oligopoly" formed by these three payers also provides limited
upside potential for material rate increases, so HealthEast's
ability to improve its current level of performance will largely
be expense driven.

Although HealthEast has been consistently profitable over the past
decade, operating profits were again suppressed in FY 2009,
largely due to expenses associated with the system's focus on
quality initiatives as well as declining volume trends at all
three of the hospitals.  Expense growth (5.35%) exceeded growth in
revenues (5.15%) in FY 2009, as it has consistently done for the
past several years.  Income from operations of $5.3 million (0.6%
margin) did not meet budgeted projections in FY 2009 and is a
decline of 22% from the $6.7 million (0.9% margin) of operating
income reported in FY 2008.  Moody's note favorably that through
the first quarter of FY 2010, operating income was $4.2 million, a
significant improvement when compared to operating income of only
$1.2 million that was reported during the prior year same period.
Operating cash flow improved in FY 2009 to $38.2 million (4.6%
margin) when compared to $37.8 million (4.8% margin) in FY 2008,
and MADS coverage improved to 1.87 times from 1.68 times.  Still,
a 4.6% operating cash flow margin and operating margins that are
below 1.0% are below average for this $827.3 million revenue
organization.

The balance sheet has historically been the key weakness for the
system and the credit factor that caused the system's rating to
fall below investment grade last year.  Unrestricted cash and
investments fell to $97.4 million (44 days cash on hand) at FYE
2009, a decline from peak levels of $132.5 million (73 days cash
on hand) at FYE 2006, as well as a drop from FY 2008 levels
($112.8 million; 54 days cash on hand).  In the immediate term,
management has projected liquidity levels to remain at this lower
level.  HealthEast invested in auction rate securities, and losses
on these investments had a $20 million impact on cash levels in FY
2009 due to the write-downs of these securities.  The system's
overall investment portfolio consists of 5% cash, 28% fixed
income, 64% equities, and 3% auction rate securities.  HealthEast
froze its defined benefit plan in 2000 and management expects to
make less than $1 million in contributions to the plan in FY 2010,
so cash levels will likely not be impacted due to any large
pension funding requirement.

HealthEast is also weakened by a leveraged balance sheet evidenced
by low cash-to-debt ratio (34.9%), high debt to cash flow (8.6
times), weak MADS (1.87 times) coverage, and high debt-to-
capitalization ratio (70.4%) for FY 2009.  When converting a
significant amount of non-cancellable operating leases to a debt-
like equivalent, leverage is increased by an additional
$95.5 million (on a net present value basis), and cash-to-debt
declines further to 26%, MADS is reduced to 1.43 times, and debt-
to-capitalization increases to 76.2

                             Outlook

The stable outlook reflects Moody's belief that the system's
financial performance and balance sheet measures will be
maintained at current levels.  Capital plans remain relatively
unchanged and investments in quality initiatives that are expected
to lead to an improved competitive position over the longer term
will limit balance sheet improvement until the intermediate term.

                What could change the rating -- UP

Improved operating profits and debt coverage measures, return to
much higher cash balances and liquidity metrics from current
levels

               What could change the rating -- DOWN

Further decline in cash balances, deterioration in operating
performance, shift in volume and change in competitive position

                          Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for HealthEast Care System

  -- First number reflects audit year ended August 31, 2008

  -- Second number reflects audit year ended August 31, 2009

  -- Investment returns normalized at 6% unless otherwise noted

* Inpatient admissions: 36,600; 34,550

* Total operating revenues: $786.8 million; $827.3 million

* Moody's-adjusted net revenue available for debt service:
  $41.5 million; $46.1 million

* Total debt outstanding: $283 million; $279 million

* Maximum annual debt service (MADS): $24.6 million; $24.6 million

* MADS Coverage with reported investment income: 2.17 times; 1.37
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 1.68 times; 1.87 times

* Debt-to-cash flow: 10.0 times; 8.59 times

* Days cash on hand: 54.0 days; 44.3 days

* Cash-to-debt: 39.6%; 34.9%

* Operating margin: 0.9%; 0.6%

* Operating cash flow margin: 4.8%; 4.6%

Rated Debt (debt outstanding as of August 31, 2009):

* Series 2005, $203.3 million outstanding, rated Ba1, fixed rate
* Series 1998, $48.5 million outstanding, rated Ba1, fixed rate
* Series 1997, $20.1 million outstanding, rated Ba1, fixed rate

The last rating action was on February 12, 2009, when the ratings
of HealthEast Care System were downgraded to Ba1 from Baa3 and the
outlook was revised to Stable from Negative.


HERBST GAMING: HSBC Bank Appeals Confirmation Order to 9th Cir.
---------------------------------------------------------------
HSBC Bank USA, National Association, is taking an appeal pursuant
to 28 U.S.C. Section 158 to the United States Bankruptcy Appellate
Panel of the Ninth Circuit from the order confirming Herbst
Gaming, Inc., and its affiliates' First Amended Joint Plan of
Reorganization entered by the United States Bankruptcy Court for
the District of Nevada on January 14, 2010, as amended January 22,
2010.

HSBC Bank USA is the successor trustee for the holders of the
Company's $160,000,000 principal amount of 8.125% Senior
Subordinated Notes Due 2012 and $170,000,000 principal amount of
7% Senior Subordinated Notes Due 2014 under indentures dated as of
June 11, 2004, and November 22, 2004.

Las Vegas Sun's Steve Green reports the bondholders stand to lose
$362 million in the Herbst Gaming bankruptcy case.

Las Vegas Sun recalls Judge Gregg Zive orally confirmed the
Debtors' plan on October 30.

Las Vegas Sun also notes that under the plan, equity interests in
Las Vegas-based Herbst would be canceled and the Las Vegas company
would be turned over to secured bank lenders owed another
$860 million.  The new company would also assume $350 million in
debt.

According to Las Vegas Sun, attorneys for HSBC responded with an
amended lawsuit in November charging that Herbst engaged in
dubious acquisitions in 2007 and that, consequentially, secured
lenders should share in the resulting losses.  Based on Herbst's
current value, the bondholders demanded in November's lawsuit that
they recover $153.7 million and that the secured lenders' recovery
be reduced by $549 million, Las Vegas Sun relates.

Las Vegas Sun also relates the bondholders' arguments have
previously been disputed by Herbst and the secured lenders, led by
Wilmington Trust Co.  Herbst said it was driven into bankruptcy by
the recession, not its debt-financed takeover deals.

Las Vegas Sun says attorneys for HSBC argue in the amended lawsuit
that because of a smoking ban and other factors affecting the
Herbst casino and slot route businesses, the company was either
insolvent or was rendered insolvent by the acquisitions announced
in 2007 of the Sands Regent casino operations in Northern Nevada
and of Primm Valley Resorts at the California-Nevada border on
Interstate 15.

"Despite the debtors' insolvency or marginal solvency and decline
in its slot route business, the debtors entered into two
transactions in 2007 which increased their debt load by
approximately $549 million and left the debtors deeply insolvent,"
HSBC charges in the lawsuit, according to Las Vegas Sun.

Las Vegas Sun notes some $149 million under Herbst's bank credit
facility was used to finance the Sands Regent transaction and
another $400 million was used for the Primm deal.

Las Vegas Sun says the bondholders charge that Herbst overpaid in
both deals, that both deals immediately resulted in losses and
deepened Herbst's insolvency, making them "fraudulent transfers"
under the bankruptcy code -- meaning the debt associated with the
deals can be canceled.

The Troubled Company Reporter yesterday said the Final Plan
provides for the following restructuring of the Debtors, to be
consummated on the Substantial Confirmation Date:

  -- Conversion of all allowed claims under the Company's
     $860.0 million senior credit facility into debt and equity of
     the Debtors, through ownership of a new holding company.

  -- Termination of all outstanding obligations under the
     Company's 8-1/8% senior subordinated notes due 2012 and the
     Company's 7% senior subordinated notes due 2014.

  -- Cancellation of 100% of the existing equity in the Company.

The Final Plan will become effective on February 5, 2010, provided
the conditions to effectiveness set forth in the Final Plan are
satisfied or waived.

A copy of the amended confirmation order is available at no charge
at http://researcharchives.com/t/s?4f36

A copy of the Findings of Fact and Conclusions of Law in Support
of Order Confirming Debtors' First Amended Plan is available at no
charge at http://researcharchives.com/t/s?4f37

HSBC is represented in the case by:

     Mark R. Somerstein, Esq.
     ROPES & GRAY LLP
     1211 Avenue of the Americas
     New York, New York 10036-8704
     Tel: (212) 596-9000
     Fax: (212) 596-9090

     Steven T. Hoort, Esq.
     Andrew G. Devore, Esq.
     ROPES & GRAY LLP
     One International Place
     Boston, MA 02110-2624
     Tel: (617) 951-7000
     Fax: (617) 951-7050

                       About Herbst Gaming

Headquartered in Reno, Nevada, Herbst Gaming, Inc. --
http://www.herbstgaming.com/-- is a diversified gaming company.
The Company and its subsidiaries focus on two business lines, slot
route operations and casino operations.  The Company's route
operations involves the exclusive installation and, as of
Sept. 30, 2009, operation of approximately 6,300 slot machines in
non-casino locations, such as grocery stores, drug stores,
convenience stores, bars and restaurants.  The casino operations
consist of 16 casinos located in Nevada, Iowa and Missouri.

The Company and 17 of its affiliates filed for Chapter 11
protection on March 22, 2009 (Bankr. D. Nev. Lead Case No.
09-50752).  Thomas H. Fell, Esq., and Gerald M. Gordon, Esq., at
Gordon Silver, represent the Debtors in their restructuring
efforts.  Herbst Gaming had $919.1 million in total assets; and
$33.5 million in total liabilities not subject to compromise and
$1.24 billion in liabilities subject to compromise, resulting in
$361.0 million in stockholders' deficiency as of March 31, 2009.


IDLEAIRE TECHNOLOGIES: Failure to Find Buyer Prompts Shutdown
-------------------------------------------------------------
Jill Dunn at everything trucking says IdleAire has shut down after
it failed to find a buyer, which leaves 315 workers without jobs
and fewer truck stop electrification options.

Headquartered in Knoxville, Tennessee, IdleAire Technologies Corp.
-- http://www.idleaire.com/-- was a privately held corporation
founded in June 2000 and has not been profitable since inception.
It manufactures and services an advanced travel center
electrification system providing heating, ventilation & air
conditioning, Internet and other services to truck drivers parked
at rest stops. IdleAire had 131 locations in 34 states and
employs about 1,200 people.

The Company filed a Chapter 11 petition on May 12, 2008 (Bankr. D.
Del. Case No. 08-10960).  Judge Kevin Gross presides over the
case.  Elihu Ezekiel Allinson, III, Esq., William A. Hazeltine,
Esq., and William David Sullivan, Esq., at Sullivan Hazeltine
Allinson, LLC, represent the Debtor in its restructuring efforts.
John Monaghan, Esq., at Holland & Knight LLP is co-counsel to the
Debtor.  The Debtor selected Kurtzman Carson Consultants LLC as
claim, noticing and balloting agent.  The U.S. Trustee for Region
3 appointed three creditors as members of the Official Committee
of Unsecured Creditors.  Saul Ewing LLP represents the Creditors'
Committee.

The Troubled Company Reporter disclosed on June 30, 2008, that the
Debtor's summary of schedules showed total assets of $152,398,370
and total debts of $373,220,369.


INFLIGHT NEWSPAPERS: $6 Mil. Avoidance Action Going to Trial
------------------------------------------------------------
WestLaw reports that material issues of fact existed as to whether
$6 million allegedly diverted by a Chapter 7 debtor's purported
former vice-president belonged to the debtor, rather than some
third party, even if an adverse inference was drawn against the
purported former vice-president due to his assertion of the Fifth
Amendment privilege against self-incrimination.  These issues
precluded summary judgment for either the trustee or the purported
former vice-president on the trustee's claims for conversion,
money had and received, breach of fiduciary duty, avoidance of
fraudulent transfers, unjust enrichment, and self-dealing.  In re
Inflight Newspapers, Inc., --- B.R. ----, 2010 WL 104594 (Bankr.
E.D.N.Y.) (Grossman, J.).

On May 21, 2007, an involuntary Chapter 7 bankruptcy petition
(Bankr. E.D.N.Y. Case No. 07-71796) was filed against Inflight
Newspapers, Inc., by four creditors.  An order for relief was
entered on August 10, 2007, and R. Kenneth Barnard, Esq. was
appointed and duly qualified as Chapter 7 Trustee of the Debtor's
estate.  Holly R. Holecek, Esq., and Joseph S. Maniscalco, Esq.,
at LaMonica Herbst & Maniscalco LLP, in Wantagh, N.Y., represent
the Chapter 7 Trustee.  The Trustee has sued (Bankr. E.D.N.Y. Adv.
Pro. No. 08-08166) the Debtor's principals to recover $6 million
he alleges was diverted from the Debtor's estate between 1999 and
2004 in a fictious invoicing scheme in violation of the
Defendant's fiduciary duties.  The Defendants filed an answer to
the Trustee's Complaint on Nov. 17, 2008, denying all allegations
and asserting various affirmative defenses.  Many of the facts in
the Trustee's Complaint are also the basis for the government's
prosecution in United States v. Joffe, Case No. 08-CR-206
(E.D.N.Y.).


INTERSTATE EQUIPMENT: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Interstate Equipment Sales & Rental, Inc
        901 Four Mile Road
        Richmond, KY 40475

Bankruptcy Case No.: 10-50280

Chapter 11 Petition Date: January 29, 2010

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Lexington)

Debtor's Counsel: W. Thomas Bunch, Sr., Esq.
                  271 W Short Street #805
                  PO Box 2086
                  Lexington, KY 40588-2086
                  Tel: (859) 254-5522
                  Email: WTB@BunchLaw.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 $9,630,557,
and total debts of $16,868,010.

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

             http://bankrupt.com/misc/kyeb10-50280.pdf

The petition was signed by Joseph L. Campbell, president of the
Company.


JEFFERSON COUNTY: Has, So Far, Incurred $7.7-Mil. in Legal Costs
----------------------------------------------------------------
Barnett Wright at The Birmingham News reports that Jefferson
County's sewer debt crisis has cost ratepayers $7.7 million in
legal expenses since it began unfolding in 2008, according to
environmental services department records.  The amount, the report
relates, includes payments to four Birmingham law firms and two
special masters appointed by a federal judge to review operations
of the sewer system.

The report says legal expenses related to the sewer system
include:

     -- $4.6 million to Bradley Arant Boult Cummings
     -- $1.2 million to Balch & Bingham
     -- $1.1 million to Haskell Slaughter Young & Rediker.

The report says the firms have been looking for ways to help the
county restructure its $3.2 billion sewer debt, which the county
cannot repay.

The report also notes an additional legal expense has been the tab
for two court-appointed special masters.

In November 2008, U.S. District Judge David Proctor selected John
Ames at Greenebaum Doll & McDonald law firm in Louisville, Ky.,
and John Young at American Water Services Co. in Voorhees, N.J.,
to hear the dispute between the county and its New York-based bond
insurers over the sewer debt.  Those masters were asked to
investigate, make recommendations and mediate any dispute
regarding the operation of the county sewer system, including "the
enhancement of revenues, rates, potential reductions in expenses."

According to the report, the total for that work has reached
nearly $1.5 million and that includes bills from Ames's firm even
after a final report was submitted in July to a federal judge.  In
that report, the special masters expressed disappointment at
failing to reach a global resolution, without litigation, of
issues arising from the sewer bonds.

The report relates Ames and Young have filed bills totaling
$1,460,274 since being selected, according to county records.  The
billings were for travel, court appearances, reading newspapers
and e-mails and preparing for telephone conferences, legal issues
and coordinating schedules.

The report says the legal expenses are paid from the Environmental
Services Department's operating budget, which is funded by sewer
fees paid by customers.

The report notes Commissioner Bobby Humphryes said the legal fees
could have been avoided if the county had filed for bankruptcy in
early 2008, when its sewer bond debt was downgraded to junk status
and principal and interest payments were accelerated.

Mr. Humphryes, the report notes, has supported the county filing
under Chapter 9 of the U.S. Bankruptcy Code, saying it was the
only way to deal with the massive debt.

"We've spent $7 million and still haven't made any progress on the
problem," the report quotes Mr. Humphryes as saying.  "Chapter 9
may have cost as much or more, but we would have been solving the
problem."

The report adds Commission President Bettye Fine Collins, who is
against bankruptcy, has said the county's legal expenses for the
sewer crisis would pale in comparison with the cost of filing for
bankruptcy.  She has said the projected legal expenses of a
bankruptcy are $1 million per month and those who have objected to
every proposed solution are causing the expenses to rise.

According to the report, Judge Proctor has ordered costs related
to the special masters' work to be split evenly, with the county
paying $730,137 and its two insurers, Financial Guaranty Insurance
Co. and Syncora Guarantee Inc., paying the other half.


JEVIC TRANSPORTATION: Can Access Sun Capital Cash Collateral
------------------------------------------------------------
Jevic Holding Corp., et al., received from the U.S. Bankruptcy
Court for the District of Delaware authorization to use cash
collateral Sun Capital Partners IV, L.P.

The Debtors are authorized to use the cash collateral of the
secured party consistent with the budget that excludes
professional fees and expenses.

As adequate protection for any diminution in value of the secured
party's collateral, the Debtors will grant the secured party
adequate protection liens and superpriority administrative expense
claims, subject to the carve out.

Based in Delanco, New Jersey, Jevic Transportation Inc. --
http://www.jevic.com/-- provides trucking services.  The company
has two units: Jevic Holding Corp. and Creek Road Properties.
Neither of the units have assets nor operations.  The company and
its affiliates filed for chapter 11 protection on May 20, 2008
(Bankr. D. Del. Case No. 08-11008).  Domenic E. Pacitti, Esq., and
Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg &
Ellers, in Wilmington, Delaware, represent Jevic Transportation.
The U.S. Trustee for Region 3 has appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Robert J.
Feinstein, Esq., Bruce Grohsgal, Esq., and Maria A. Bove, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware,
represent the Official Committee of Unsecured Creditors.

Before filing for bankruptcy, the Debtors initiated an orderly
wind-down process.  As a part of the wind-down process, the
Debtors have ceased substantially all of their business and
terminated approximately 90% of their employees.  The Debtors
continue to manage the wind-down process in attempt to deliver all
of the freight that is in their system and to retrieve their
assets.

When the Debtors filed for protection against their creditors,
they listed assets and debts between $50 million and $100 million.
As reported in the Troubled Company Reporter on Jan. 3, 2009,
The company reported a net loss of $296,469 on $0 revenues for the
month of September 2008.  At Sept. 30, 2008, the company had total
assets of $28,934,350, total liabilities of $36,188,467, and
stockholders' deficit of $7,254,117.


LATSHAW DRILLING: Can Access $16.2MM of Lenders Cash Collateral
---------------------------------------------------------------
The Hon. Dana L. Rasure of the U.S. Bankruptcy Court for the
Northern District of Oklahoma authorized Latshaw Drilling Company,
LLC, and Latshaw Drilling & Exploration Company, Inc., to use
their prepetition lenders' cash collateral not to exceed the total
amount of $16,206,756 until April 30, 2010.

The Debtors' prepetition lenders consist of Lehman Commercial
Paper Inc., Ableco Finance LLC and A3 Funding L.P.

The Debtors related that the use period and the termination date
may be extended by written agreement among the Debtors and the
lenders.  A hearing will be held on April 21, at 1:30 p.m. to
determine LDC's cash collateral use beyond April 30.

LDC's use of the cash collateral will be limited to the actual and
necessary expenditures required to pay the ordinary operating
expenses.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the prepetition lenders:

   -- replacement liens, subject to the payment of the U.S.
      Trustee fees and a carve-out;

   -- superpriority administrative claims; and

   -- monthly payments to LCPI and to Ableco of an amount equal to
      interest at the non-default contract rate of interest
      provided under the credit agreement.

As additional adequate protection to the lenders, the Debtors will
continue to maintain insurance coverage with insurance policies
reflecting the lenders as loss payees.

The Debtors also related that the value of the tangible personal
property subject to the security interests of the lenders is
substantially in excess of the prepetition indebtedness.
Specifically, the Debtors contend that as of the petition date the
current auction sale liquidation value of its drilling rigs and
spare parts is in excess of $100,000,000, and that the value of
their accounts receivable is at least $5,580,000, that the lenders
are oversecured.  The Debtors assert that the total value of their
assets on a going concern basis is $193,000,000.  Lenders disagree
with the Debtors' valuation and reserve all of their rights with
respect to these issues.

Tulsa, Oklahoma-based Latshaw Drilling Company LLC filed for
Chapter 11 bankruptcy protection on November 11, 2009 (Bankr. N.D.
Okla. Case No. 09-13572).  Mark A. Craige, Esq., at
MorrelSaffaCraige, PC, assists the Company in its restructuring
effort.  The Company listed $193,549,066 in assets and
$77,940,788 in liabilities in its petition.


LEAP WIRELESS: Taps Goldman, Forms Special Panel to Explore Sale
----------------------------------------------------------------
Leap Wireless International Inc. has hired Goldman Sachs Group and
formed a special board committee to look into selling the company
or merging with rivals, The Wall Street Journal's Jeffrey
McCracken and Niraj Sheth report, citing several people familiar
with the matter.

One source told the Journal Leap has hired Goldman Sachs Group to
advise the company as it "reassesses its alternatives and checks
its options out there right now."

The Journal's sources also said Leap's board formed a three-person
committee -- made up by newly appointed board members John H.
Chapple, Ronald J. Kramer and William A. Roper -- to assess
strategic options.  The committee, the sources said, is being
advised by Morgan Stanley.  Mr. Chapple is a former CEO of Nextel
Partners, which Sprint acquired in 2006.

The Journal's sources said Leap's advisers have in recent weeks
been feeling out larger wireless carriers such as AT&T Inc. and
Verizon Wireless to see if they would be interested in acquiring
the Company.  The sources said some bankers consider Leap's rival
MetroPCS Communications Inc. as the most likely partner for the
Company.  So far, those talks haven't lead to any deal, the
sources said.

The sources told the Journal the conversations indicate Leap is
feeling squeezed as major carriers like AT&T, Verizon and Sprint
Nextel Corp. encroach on its prepaid turf and slash their contract
rates.

The Journal recalls that Leap in late 2007 rejected an unsolicited
all-stock offer from MetroPCS initially valued at $5.5 billion,
about five times Leap's current market value.

One of the Journal's sources said it wasn't clear if Leap and
MetroPCS are currently in talks, but that combination is "the one
that makes the most sense for Leap, and both sides know it."  That
person, according to the Journal, added it appeared Leap was
trying to round up a bidder to prod MetroPCS to pay a higher price
for any potential bid.

The Journal notes MetroPCS and Leap have similarities in their
strategies, customer bases and mobile technologies.  According to
the Journal, a Leap spokesman didn't reply to requests for
comment. A MetroPCS spokesman declined to comment.

Leap shares closed Monday at $14.92, well below the $41 its shares
hit in May.

                           About Leap

Headquartered in San Diego, California, Leap Wireless
International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/
-- and its joint ventures provide wireless services in 34 states
and the District of Columbia and hold licenses in 35 of the top 50
U.S. markets.  Through its affordable, flat-rate service plans,
Cricket offers customers a choice of unlimited voice, text, high-
speed data and mobile Web services.

Leap spun out from Qualcomm Inc. in 1998 and expanded primarily
into rural markets.  It has customers in 34 states and annual
sales around $2.3 billion, making it the seventh-largest wireless
carrier in the U.S., according to The Wall Street Journal.

As of September 30, 2009, Leap had $5.36 billion in total assets,
including $222.9 million in cash and cash equivalents, against
total liabilities of $3.55 billion and redeemable noncontrolling
interests of $75.7 million, resulting in $1.74 billion in
stockholders' equity.

                          *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the 'B-' long-term corporate credit rating and
'B+' secured bank loan rating on subsidiary Cricket Communications
Inc.


LEISURE TIME: Chapter 11 Claims Must Be Filed by Feb. 28
--------------------------------------------------------
The Bankruptcy Court has established February 28, 2010, as the bar
date for claims against Leisure Time Warehouse, Inc., arising
during the pendency of the Company's Chapter 11 proceeding.  All
such claims, demands or causes of action of any kind arising
during the period June 10, 2008, and ending on or about
October 28, 2009, shall be barred if not filed by February 28,
2010.  All persons who believe that Leisure Time Warehouse, Inc.,
owes them money, performance, or anything whatsoever, must file
proofs of such claim with the Clerk of the United States
Bankruptcy Court on or before February 28, 2010, or such claims
shall be barred from participation in the distributions from the
bankruptcy estate.

Leisure Time Warehouse, Inc. --
http://www.leisuretimewarehouse.net-- a furniture retailer
located in Hampton, N.H., filed a Chapter 11 petition (Bankr. D.
N.H. Case No. 08-11636) on June 10, 2008.  At the time of the
filing, the Debtor estimated its assets at more than $1 million
and its debts at less than $1 million.  The Chapter 11
reorganization was converted to a Chapter 7 liquidation on or
about Oct. 28, 2009.  Michael S. Askenaizer serves as the Chapter
7 Trustee and is represented by Edmond J. Ford., Esq., at Ford &
Weaver, P.A., in Portsmouth, N.H.


LENNY DYKSTRA: S. California Mansion Is On Sale For $14.9 Million
-----------------------------------------------------------------
Reuters says Lenny Dykstra's southern California mansion is up for
sale for $14.9 million.  There are $14.28 million of liens against
the property including $12.9 million owed to Washington Mutual,
now owned by JP Morgan Chase & Co.

Lenny Dykstra is a former Major League Baseball all-star player.
He was center fielder for the New York Mets and Philadelphia
Phillies.  He filed for Chapter 11 bankruptcy protection on July
7, 2009 (Bankr. C.D. Calif. Case No. 09-18409).  M Jonathan Hayes,
Esq., at the Law Office of M Jonathan Hayes, in Northridge,
California, assists the Debtor in his restructuring effort.  The
Debtor listed up to $50,000 in assets and $10,000,001 to
$50,000,000 in debts.

The Journal recalls Mr. Dykstra and his then-wife bought the
mansion, located in the Lake Sherwood area of Thousand Oaks
Calif., from hockey great Wayne Gretzky for $18.5 million in 2007.
A short while later, Mr. Dykstra reportedly put the house on the
block for nearly $25 million but didn't find a buyer.  According
to the Journal, Mr. Dykstra's creditors say the property is now
worth just $11.5 million, far less than he paid for it.

The Journal relates that after retiring from baseball, Mr. Dykstra
became a celebrity investor, dispensing options-trading advice on
Jim Cramer's TheStreet.com.  But his luck ran out when the markets
tanked, and Mr. Dykstra was forced to file for bankruptcy in July
2009.  He lost control of his case in September after a judge
ruled that he could no longer administer his own finances.

Arturo M. Cisneros, according to the Journal, was appointed to
steer the proceedings back on course and generate cash for
creditors by selling off Mr. Dykstra's personal belongings and
real estate piece by piece.  The Trustee hopes to sell the
property in the coming months, the Journal says.


LUIS TABARES: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Luis O. Tabares
               Ines C. Tabares
               5200 Manor Wood Dr
               Sarasota, FL 34235

Bankruptcy Case No.: 10-02019

Chapter 11 Petition Date: January 29, 2010

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

Judge: Caryl E. Delano

Debtors' Counsel: Marshall G. Reissman, Esq.
                  Law Offices of Marshall G. Reissman
                  5150 Central Ave
                  St. Petersburg, FL 33707
                  Tel: (727) 322-1999
                  Fax: (727) 327-7999
                  Email: marshall@reissmanlaw.com

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

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

According to the schedules, the Company has assets of $1,818,354
and total debts of $2,794,742.

A full-text copy of the Debtors' petition, including a list of
their 17 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/flmb10-02019.pdf

The petition was signed by the Joint Debtors.


MARHABA PARTNERS: Can Hire Porter & Hedges as Bankruptcy Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized Marhaba Partners Limited Partnership to employ Porter &
Hedges, L.L.P., as bankruptcy counsel.

P&H is expected to, among other things:

   a) provide legal advice with respect to the Debtor's rights and
      duties as debtor-in-possession and continued business
      operations;

   b) assist, advise and represent the Debtor in analyzing its
      capital structure, the extent and validity of liens, cash
      collateral stipulations and contested matters; and

   c) assist, advise and represent the Debtor in potential
      postpetition financing transactions and cash collateral
      issues.

Elizabeth Carol Freeman, Esq., an partner at P&H, tells the Court
that P&H a retainer of $25,000 in December and another $25,000 in
January for services to be rendered and expenses to be incurred.
P&H invoiced the Debtor for legal services and reimbursable
expenses in the aggregate amount of $6,218 for the period of
December 30, 2009, to January 5, 2010.   As of the petition date,
the balance of the retainer was $43,781.

The hourly rates of P&H personnel are:

     Partners                     $420 - 545
     Associates/Staff Attorneys   $255 - 320
     Legal Assistants/Law Clerks  $185 - 200

Ms. Freeman assures the Court that P&H is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Ms. Freeman can be reached at:

     Porter & Hedges, L.L.P.
     1000 Main Street, 36th Floor
     Houston, TX 77002
     Tel: (713) 226-6631
     Fax: (713) 226-6231

Houston, Texas-based Marhaba Partners Limited Partnership filed
for Chapter 11 bankruptcy protection on January 5, 2010 (Bankr.
S.D. Texas Case No. 10-30227).  Elizabeth Carol Freeman, Esq., at
Porter & Hedges, L.L.P., assists the Company in its restructuring
effort.  The Company listed $50,000,001 to $100,000,000 in assets
and $50,000,001 to $100,000,000 in liabilities.


MEDIA GENERAL: S&P Assigns Corporate Credit Rating at 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Richmond, Virginia-headquartered Media
General Inc. The rating outlook is negative.

At the same time, S&P assigned ratings to Media General's proposed
$350 million senior secured notes due 2017.  S&P rated the notes
'B' (at the same level as the 'B' corporate credit rating on the
company) with a recovery rating of '4', indicating S&P's
expectation of average (30% to 50%) recovery for lenders in the
event of a payment default.

The company plans to use proceeds from the transaction to pay down
its (unrated) credit facilities.  Pro forma for the proposed
transaction, total debt outstanding is approximately $719 million.

"The 'B' rating reflects Media General's narrow cushion of
covenant compliance, high debt leverage, and weakened cash flow
protection resulting from the proposed transaction," said Standard
& Poor's credit analyst Jeanne Shoesmith.  It also reflects
structural pressure on the U.S. newspaper industry, TV
broadcasting's mature long-term growth prospects, and increased
competition for audience and advertisers from traditional and
nontraditional media.  Media General's strong market positions and
diversified mix of newspaper and television operations do not
offset these risks.


MEDICAL CAPITAL: Securities America Misled Investors, Suit Claims
-----------------------------------------------------------------
The securities law firm of Sonn & Erez PLC alerts Medical Capital
investors that William Galvin, the Secretary of State of
Massachusetts, has charged in a civil case that Securities
America, Inc., committed securities fraud in the sale of Medical
Capital notes, alleging that material risks were not disclosed to
investors.  In the Matter of Securities America, Docket 2009-0085
(http://www.sec.state.ma.us/sct/sctsa/sa_complaint.pdf).

Sonn & Erez, PLC, a law firm representing investors who bought
Medical Capital Notes, commented that this new case supports
investors' claims that they were misled about the risks of buying
Medical Capital Notes: "It is clear from the Massachusetts
allegations that there is evidence that Securities America is
subject to liability for the sale of Medical Capital Notes to its
customers," said Jeffrey Sonn, Esq., of Sonn & Erez.  The
Massachusetts lawsuit alleged that "All material risks and
information regarding MC Notes were not disclosed to investors.
These risks were known to [Securities America].  Year after year,
the due diligence analyst, retained by [Securities America] to
conduct a review of the various Medical Capital offerings,
specifically requested and at many times pleaded that investors be
informed of certain heightened risks."  Sonn & Erez is
representing victims of the Medical Capital fraud.

Medical Capital related entities and their officers have been
charged with securities fraud and operating a Ponzi-Scheme in the
sale of over $2 billion of Medical Capital notes.  (SEC Litigation
Release Act 21141).  The SEC's complaint alleges that, since 2003,
MCHI, MCC, Fields, and Lampariello have raised over $2.2 billion
through offerings of notes in MP VI and five other similarly
structured SPCs.  As of March 31, 2009, MP VI and its affiliated
SPCs had over $1.2 billion in notes outstanding, and since August
2008, five of the SPCs have been in default or late in paying
principal and/or interest on $992.5 million in notes.  Monies
raised from the notes were sold as being invested in medical
receivables, but was allegedly used to fund a ponzi scheme.

Investors in Medical Capital Notes have hired Sonn & Erez to
represent them against brokerage firms, such as Securities
America, for their claims.  Sonn & Erez represents individual and
institutional clients in securities arbitration and litigation
claims in cases all over the U.S.  Sonn & Erez works with
attorneys in Florida, Georgia and California to represent victims
of the scheme.

Sonn & Erez PLC is a nationally recognized law firm with
significant experience representing investors across the United
States and Latin America in investment fraud cases involving
stocks, bonds, options, private placements, Regulation D
offerings, principal protected notes, structured products, and
hedge funds.  The law firms currently represent Medical Capital
investors who have millions of dollars.  If you are a victim of
Medical Capital investment losses, please contact attorney Jeffrey
Sonn (jsonn@sonnerez.com), Jeffrey Erez (jerez@sonnerez.com) at
Sonn & Erez PLC toll free (866) 872-8311 for a free consultation.
See www.sonnerez.com for more information.


MERCER INTERNATIONAL: S&P Gives Pos. Outlook; Keeps 'CCC+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Mercer
International Inc. to positive from negative.  In addition, S&P
affirmed its ratings on the company, including the 'CCC+'
corporate credit rating.

"The outlook revision reflects S&P's view that Mercer's liquidity
has improved as a result of the completion of its recent exchange
offer for about ?15 million of its remaining $17 million
convertible subordinated notes due October 2010 for a like amount
of new notes due January 2012," said Standard & Poor's credit
analyst Andy Sookram.  Given somewhat challenging credit market
conditions in its view, S&P previously expected the company to use
its existing liquidity sources, including cash on hand and
generated cash flow, to fund the upcoming maturity of the
remaining notes.  S&P thinks that the recent debt exchange will
provide the company with greater financial flexibility through
extended debt maturities and increased liquidity in the near term.

Although Mercer's liquidity has improved, S&P is concerned about
the sustainability of the recently improved pulp market
conditions.  Several pulp producers have announced plans to
restart production at certain facilities in the near future.  If
this leads to a supply/demand imbalance, S&P believes there could
be some reversal of the price increases S&P has seen in the last
several months.  Still, S&P currently does not expect selling
prices to decline to the levels S&P saw in the first half of 2009,
when prices averaged around $660 per ton compared with $840 per
ton in 2008, because S&P thinks it is likely that demand for paper
and packaging products will be modestly higher in 2010.  In
addition, S&P believes that the weak U.S. dollar against the euro
and the Canadian dollar will continue to partly offset some of the
benefits of price increases in the near term.

The 'CCC+' corporate credit rating reflects Mercer's limited
product diversity, significant earnings volatility for its single
product, and its vulnerability to changes in foreign exchange
rates and wood fiber costs.  Mercer, through its Rosenthal and
Celgar facilities, produces northern bleached softwood kraft pulp.
These two subsidiaries are restricted by the terms of the
company's senior unsecured note indenture.  As a result, Standard
& Poor's bases its assessment of the company's credit risk on the
business and financial profile of the restricted group only.

The positive outlook reflects the company's improved financial
flexibility following the completion of the recent debt exchange
transaction of a significant portion its remaining convertible
subordinated notes due October 2010 for new convertible notes due
January 2012.  As a result, S&P expects liquidity to be around ?55
for 2010, up from S&P's previous estimated level of about
?35 million.  The remaining debt maturities in 2010 of about
?2 million should be manageable.  S&P could raise the ratings if
the increase in pulp prices is sustained leading to cash flow and
liquidity in line with its expectations.

Conversely, S&P could take a negative rating action if free cash
flow turns negative due to a significant deterioration in selling
prices or a decline in demand, if input costs increase without a
corresponding increase in selling prices, or if the U.S. dollar
weakens further relative to the euro or Canadian dollar.  If any
or a combination of these factors occur, then S&P thinks cash will
be consumed to cover fixed charges.


MERISANT WORLDWIDE: Unit Settles Heartland Dispute; Terms Sealed
----------------------------------------------------------------
Merisant Worldwide Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to approve a settlement agreement between
debtor Merisant U.S., Inc., and Heartland Sweeteners, LLC.

Pre-bankruptcy, Merisant US and Heartland are parties to a toll
manufacturing agreement and a distribution agreement and an opton
agreement.  Heartland filed proofs of claim against the Debtors
regarding the Agreements.

In July 2009, Merisant US filed a first amended complaint against
Heartland, seeking declaratory judgment that the Merisant US
properly rescinded the distribution agreement and that it was not
in violation of the toll manufacturing agreement.  Heartland
denied those allegations.

The parties have decided it was best to avoid the expense and
inconvenience inherent in litigation or other alternative
resolution procedures by settling all claims.

The settlement provides for mutual releases among the parties.
The parties have kept the terms of the settlement agreement a
secret.

According to Law360, Heartland was Merisant's rival and one-time
acquisition target.

As reported in the Troubled Company Reporter on January 12, 2010,
Merisant Company announced January 11 that it has successfully
completed its financial restructuring and emerged from Chapter 11
Bankruptcy.

The United States Bankruptcy Court for the District of Delaware
approved Merisant's plan of reorganization on December 16.  The
Plan reduces the aggregate principal amount of Merisant's
indebtedness from $567 million to approximately $147 million,
lowering the Company's annual cash interest expense from
approximately $36 million to $11 million.

Private investment funds managed by Wayzata Investment Partners
LLC are now the majority stockholder of Merisant Company, which is
now the parent company of the Merisant group of companies.
Wayzata has designated five of the seven members of the new board
of directors and named Eugene "Gene" Davis chairman of the board.
Paul Block served as chairman from 2005-2010 and will remain
president and chief executive officer, roles he has held since
2004.  Mr. Block will continue to serve as a director of the
Company.

                     About Merisant Worldwide

Headquartered in Chicago, Illinois, Merisant Worldwide Inc. --
http://www.merisant.com/-- sells low-calorie tabletop sweetener.
The Debtor's brands are Equal(R) and Canderel(R).  The Debtor has
principal regional offices in Mexico City, Mexico; Neuchatel,
Switzerland; Paris, France; and Singapore.  In addition, the
Debtor owns and operates manufacturing facilities in Manteno,
Illinois, and Zarate, Argentina, and own processing lines that are
operated exclusively for the Debtor at plants located in Bergisch
and Stendal, Germany and Bangkrason, Thailand.

As of March 28, 2008, the Debtor has 20 active direct and indirect
subsidiaries, including five subsidiaries in the United States,
six subsidiaries in Europe, five subsidiaries in Mexico, Central
America and South America, and three subsidiaries in the Asia
Pacific region, including Australia and India.  Furthermore, the
Debtor's Swiss subsidiary holds a 50% interest in a joint
venture in the Philippines.  Merisant Worldwide holds 100%
interest in Merisant Company.

Merisant Worldwide and five of its units filed for Chapter 11
protection on January 9, 2009 (Bankr. D. Del. Lead Case No.
09-10059).  Sidley Austin LLP represents the Debtors in their
restructuring efforts.  Young, Conaway, Stargatt & Taylor LLP
represents the Debtors' as co-counsel.  Blackstone Advisory
Services LLP is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' Claims and Noticing Agent.
Winston & Strawn LLP represents the official committee of
unsecured creditors as counsel.  Ashby & Geddes, P.A., is the
Committee's Delaware counsel.  The Debtors had US$331,077,041 in
total assets and US$560,742,486 in total debts as of November 30,
2008.


MEXICAN AMERICAN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mexican American Alcoholism Program, Inc.
          aka MAAP, Inc.
          aka Sacramento Community Health Center
        4241 Florin Rd #65
        Sacramento, CA 95823

Bankruptcy Case No.: 10-22072

Chapter 11 Petition Date: January 29, 2010

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Robert S. Bardwil

Debtor's Counsel: Anthony Asebedo, Esq.
                  11341 Gold Express Dr #110
                  Gold River, CA 95670
                  Tel: (916) 925-1800

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

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

A list of the Company's 14 largest unsecured creditors is
available for free at:

             http://bankrupt.com/misc/azb09-30832.pdf

The petition was signed by F. Keith Longenbach, chief financial
officer of the company.


MICHAEL SHEPHERD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors:  Michael David Shepherd
        Jeanetta R Shepherd
        1600 Briergate Dr.
        Duluth, GA 30097

Bankruptcy Case No.: 10-62555

Chapter 11 Petition Date: January 29, 2010

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Joyce Bihary

Debtor's Counsel: Ian M. Falcone, Esq.
                  The Falcone Law Firm PC
                  363 Lawrence Street
                  Marietta, GA 30060
                  Tel: (770) 426-9359
                  Email: attorneys@falconefirm.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 $2,891,884,
and total debts of $4,047,439.

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/ganb10-62555.pdf

The petition was signed by the Joint Debtors.


MIRAMAX FILMS: Walt Disney Seeking Buyers for Ailing Unit
---------------------------------------------------------
The New York Times and The Wall Street Journal reported that The
Walt Disney Company has been seeking buyers for its Miramax film
unit.

Brooks Barnes of The New York Times, citing a mergers and
acquisitions expert with knowledge of the process, reported that
Disney has attracted seven to 10 interested bidders.  According to
New York Times' source, the initial discussions indicate a price
of more than $700 million for the Miramax name and its 700-film
library.  The Times said the source declined to be identified
because of the confidential nature of the negotiations.

The Wall Street Journal's Ethan Smith said Disney has been
gradually dismantling Miramax's filmmaking capacity for some time,
laying off staff and executives.  Last week Disney closed
Miramax's offices and dismissed the majority of its remaining
personnel.

New York Times said interest is sharply higher than a year ago,
when Disney briefly floated a Miramax sale before reconsidering
because of the recession, and has been helped by a loosening of
the credit markets.

WSJ's source said the talks in recent weeks have accelerated due
to the progress in negotiations over the potential sale of another
troubled film studio, Metro-Goldwyn-Mayer Inc.  Those talks shed
light on the potential value of Miramax's own film library, the
source told the Journal.

The Journal's source said several potential buyers have looked at
Miramax, including private-equity groups, but any talks remain
early and fluid.

NY Times' source said that among the interested parties are
several private equity groups and at least one other independent
studio.   That source told NY Times Disney expects to move forward
with the more serious bidding inquiries in the coming days, and
added that a sale could come within a few months.

NY Times said one potential buyer is Summit Entertainment, the
privately owned studio that is awash in cash because of its two
"Twilight" blockbusters.  NY Times said Summit does not have a
large library and, despite its success, could use the steady if
diminishing DVD and television-resale income that comes from one.

According to NY Times, analysts estimate that the Miramax library
generates more than $300 million in annual DVD and television
revenue, but they warn that Disney has never broken out a number.

NY Times said a Summit spokesman declined to comment.  NY Times
also noted Deadline.com, the Hollywood blog, reported last week
that Summit was looking at Miramax.

NY Times also said Harvey Weinstein and Bob Weinstein, who founded
Miramax in 1979, are not among the bidders -- so far.

Miramax Films -- http://www.miramax.com/-- is the art-
house/independent film division of The Walt Disney Company, and
acts as both producer and distributor for its own films or foreign
films.  Disney acquired Miramax in 1993 from the Weinstein
brothers, who continued to oversee the outfit until 2005, when
they left to found the Weinstein Company.


MMFX INTERNATIONAL: Section 341(a) Meeting Set for February 18
--------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in MMFX International Holdings, Inc.'s Chapter 11 case on
February 18, 2010, at 3:00 p.m.  The meeting will be held at 411 W
Fourth St., Room 1-159, Santa Ana, California.

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

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

Irvine, California-based MMFX International Holdings, Inc., and
MMFX Canadian Holdings, Inc., filed for Chapter 11 on January 5,
2010 (Bankr. C.D. Calif. Case Nos. 10-10085 and 10-10083.)
Margaret M. Mann, Esq. at Sheppard Mullin Richter & Hampton LLP
assists the Debtors in their restructuring efforts.  In their
petition, the Debtors listed assets and debts both ranging from
$50,000,001 to $100,000,000.


MONROE COUNTY: S&P Raises Rating on 2006 Revenue Bonds to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating to 'BB+' from
'BB' on Monroe County Hospital Finance Authority, Michigan's
series 2006 revenue bonds, issued for Mercy Memorial Hospital
System Corp. Obligated Group, and revised the outlook to positive
from negative.  Mercy consists of Mercy Memorial Hospital Corp.
and Monroe Community Health Services.

"The rating and outlook revision reflect S&P's view of Mercy's
improved pro forma balance sheet, much-reduced operating loss,
good volume growth, and dominant and slightly increasing business
position," said Standard & Poor's credit analyst Suzie Desai.

Mercy Memorial Hospital Corp. is the sole member of its
subsidiaries, which are MCHS, owner and operator of a skilled
nursing facility and ambulatory surgery center, and Monroe Health
Ventures Inc, operator of a retail pharmacy.  Mercy terminated the
operations of an undeveloped senior retirement village and
transferred the assets to Mercy Memorial Hospital Corp. Mercy
operates a 238-licensed-bed facility (179 staffed) in Monroe,
Mich., about 40 miles south of Detroit.


MOUNTAINEER GAS: Fitch Affirms Issuer Default Rating at 'BB-'
-------------------------------------------------------------
Fitch Ratings has affirmed Mountaineer Gas Co.'s Issuer Default
Rating at 'BB-' and its unsecured debt rating at 'BB'.  The Rating
Outlook remains Stable.  Approximately $90 million of long-term
debt is affected by the ratings action.

The ratings take into consideration regulated cash flows from
local gas distribution operations in West Virginia, a
predominantly residential customer base with limited exposure to
industrials, and a West Virginia Public Service Commission
approved gas procurement plan.  Although West Virginia utility
regulation is restrictive from an investor point of view, the
ratings reflect MGC's balanced regulatory treatment as evidenced
by the recent joint-stipulation agreement with the WVSPC Staff and
Consumer Advocate Department.  Other factors that support the
ratings include MGC's manageable capital spending requirements and
additions to senior management that Fitch considers well
qualified.

While total liquidity is expected to be sufficient to meet working
capital needs in the current winter heating season, MGC must
extend or replace its maturing external liquidity arrangements
this year.  Gas inventory is financed through an Asset Management
Agreement with Sequent (subsidiary of AGL Resources, IDR 'A-' by
Fitch).  As a result of the AMA, the need for short-term debt for
seasonal working capital related to gas inventories has been
significantly reduced over the past two years.  However, the AMA
expires in May 2010.  In addition, MGC's $125 million bank
facility expires in September 2010 and MGC will have to extend or
replace these facilities to maintain adequate future liquidity.
Fitch expects this will be done following the March 2010 base rate
order.  Long-term debt maturities are sizable relative to annual
cash flow with $20 million due 2012 and $70 million due 2017.

Fitch's Stable Outlook incorporates the expectation that MGC's
2012 maturity will be refinanced and the AMA and credit facility
will be renewed or replaced.  Fitch also assumes the proposed rate
settlement will be approved.

Declining demand and high leverage continue to be primary
concerns.  Volumetric risk exists due to the absence of a full or
partial decoupling mechanism and continued conservation would lead
to lower cash flows and high leverage without frequent rate
adjustments.  Leverage, as reported and measured by debt to
EBITDA, was 5.6 times as of Sept. 30, 2009, while EBITDA interest
coverage was 1.73x for the same 12 month period.  Credit metrics
in 2010 are expected to improve to levels more consistent with the
current rating when new base rates are implemented in April 2010.
As such, Fitch expects that MGC will remain in compliance with
financial covenants for the year.  Beyond 2010, leverage and cash
flow coverage are expected to improve as a result of a full year
of new base rates, lower working capital needs as a result of a
permanent change to the budget customer bill pay program that
ensures greater cash flow stability, and enhanced cost controls
associated with the new customer service center.  Rating concerns
also include the aforementioned renewal risks associated with the
AMA, which expires in May 2010, and the bank credit agreement,
which expires in September 2010.

Other rating concerns relate to relatively infrequent adjustments
of the PGA (annual) compared to industry peers and risks
associated with the continuing transition to an in-house call-
center and billing system.  The first phase was successfully
completed in January 2010, at which time MGC started accepting
calls and processing initial bills.

In December 2009, MGC reached a Joint Stipulation and Agreement
for Settlement with the WVPSC Staff and the CAD.  As a result, all
three parties have since proposed and recommended to the
Commission a settlement of MGC's rate case.  The stipulation
proposes a $19 million base rate increase (72% of requested
amount), with $16 million effective April 2010 and $3 million
effective November 2010, with an implied ROE in the range of
10.0%-10.5%.  Under the agreement, $15 million of the base rate
increase would result from an increase in customer delivery
charges.  The statutory deadline for a final rate order from the
WVPSC occurs in March 2010.  At that time, the WVPSC is also
expected to decide on the approval of a weather normalization
rate, which MGC requested in its base rate filing in June 2009
pursuant to the expiration of the rate freeze.  In Fitch's view,
the terms of the joint stipulation agreement and the potential for
a permanent or pilot decoupling mechanism for weather are
constructive and supportive of greater cash flow certainty as more
of the utility's margin would be fixed.  Furthermore, no rate
freeze was proposed or agreed to in the settlement, which would
minimize future regulatory lag.

MGC, the sole subsidiary of Mountaineer Gas Holdings LP, is a
natural gas local distribution company that is engaged in the
sale, distribution, and transport of natural gas to 220,000
customers in West Virginia.  The company is jointly owned by
private equity investor ArcLight Capital Partners LLC and managing
operator, IGS Utilities, LLC.


MUZAK HOLDINGS: Completes Restructuring and Emerges From Ch. 11
---------------------------------------------------------------
Muzak Holdings LLC and certain of its subsidiaries on Monday
announced that the Company has successfully completed its
financial restructuring and has emerged from protection under
Chapter 11 of the United States Bankruptcy Code.  Through the
restructuring process Muzak significantly improved its balance
sheet, reducing the Company's outstanding debt by more than half.

Muzak's chapter 11 plan of reorganization was confirmed by the
United States Bankruptcy Court for the District of Delaware on
January 12, 2010.  The Court also approved Muzak's previously
announced $108.75 million Senior Secured Exit Financing Facility
commitment from GE Capital Restructuring Finance, Silver Point
Finance, LLC and MFC Global Investment Management.  The commitment
will be used to satisfy the claims of the Company's prepetition
senior secured lenders, to fund working capital and for other
general corporate purposes.  In addition, under the terms of the
Company's plan of reorganization, Silver Point Capital has become
the majority equity owner of Muzak.

"Today marks the successful completion of our financial
restructuring and a new beginning for our 75 year old company,"
said Stephen P. Villa, Chief Executive Officer of Muzak.  "When we
began this process less than one year ago, we set out to develop a
plan that would garner the full support of our creditors, while
allowing the Company to continue normal operations.  We are proud
to have accomplished that goal and to have maintained our strong
commitment to our clients.  I would like to thank our employees
and independent affiliates, whose hard work and loyalty have been
instrumental in all that we have achieved and will continue to be
an important factor in our future.  We are excited to move forward
as a financially stronger company and are confident that we are
now well-positioned for continued leadership and innovation, which
will ensure the long-term success of the Company."

Mr. Villa continued, "To best serve our clients going forward, we
have realigned Muzak's organizational structure.  It is with great
pleasure that we formally announce the launch of Muzak's three new
business divisions.  Our commitment to clients has never been
stronger, and we are confident that this new structure will allow
us to further improve client service and enhance the client
experience."

                               Media

The new division will centralize existing Muzak products including
Music, Voice and Video, to streamline internal processes and
expand and accelerate its services and capabilities. The Media
group will leverage its strategic content acquisition efforts and
continue to expand its global licensing, rights and clearance
management department, programming operations and media
syndication platform. The Media group is led by Christopher
Williams, Executive Vice President.

                               Touch

Touch is a solutions-driven design service that specializes in the
intricacies of sensory branding. Touch was established to serve
those prospects and clients seeking to maximize the value of every
customer touchpoint. Touch will focus on a purpose-built,
strategy-led and ROI-driven approach to in-store experience
through dynamic use of music, digital signage, messaging, music
licensing, social media and integrated technology. Touch is led by
Robert Finigan, Vice President and General Manager.

                              Systems

Systems combines Muzak's Pro Sound, Technical Operations, QSR and
Strategic Equipment Development departments into one division.
With an industry-leading network of highly trained technicians
spanning approximately 200 service locations, the Systems group
creates the ultimate value proposition. By leveraging its full
lifecycle integration of technical systems and audio and visual
solutions, clients can create the ultimate media experience from
inception and design through installation and ongoing service. The
Systems group is led by Tom Gantert, Executive Vice President and
Chief Operating Officer.

Mr. Villa concluded, "As we move into the future, our strengthened
capital structure provides us with the renewed ability to invest
in new talent and technology that will allow us to provide new
offerings and further enhance the first class products and
services that our clients have come to expect from Muzak."

Kirkland & Ellis LLP served as legal advisor and Moelis & Company
served as financial advisor to the Company during the
restructuring process.

                    About Muzak Holdings LLC

Headquartered in Fort Mill, South Carolina, Muzak Holdings LLC --
http://www.muzak.com/-- creates a variety of music programming
from a catalog of over 2.6 million songs and produces targeted
custom in-store and on-hold messaging.  Through its national
service and support network, Muzak designs and installs
professional sound systems, digital signage, drive-thru systems,
commercial television and more.  The Company and 14 affiliates
filed for Chapter 11 protection on February 10, 2009 (Bankr. D.
Del. Lead Case No. 09-10422).  Moelis & Company is serving as
financial advisor to the Company.  Kirkland & Ellis LLP is the
Debtors' counsel.  Klehr Harrison Harvey Branzburg & Ellers has
been tapped as local counsel.  Epiq Bankruptcy Solutions LLC
serves as claims and notice agent.  Muzak's petition listed assets
of $324 million against debt of $465 million, including
$101 million owed on a senior secured credit facility,
$220 million in senior notes and $115 million in subordinated
notes.


NTK HOLDINGS: Professionals File Final Fee Applications
-------------------------------------------------------
Professionals retained in the bankruptcy cases of NTK Holdings,
Inc. and its debtor affiliates filed final fee applications for
the allowance of fees and expenses incurred for the period from
October 21, 2009, through December 4, 2009:

A. Debtors

Professional                    Period        Fees     Expenses
------------                    ------        ----     --------
Weil, Gotshal & Manges LLP    10/21/2009-  $1,518,787  $66,369
                               12/04/2009

Blackstone Advisory Partners  10/21/2009-    $370,967   $7,074
L.P.                          12/04/2009

Ernst & Young LLP             10/21/2009-    $293,310   $5,661
                               12/04/2009

Bryan Cave LLP                10/21/2009-    $244,803   $9,375
                               12/04/2009

Ropes & Gray LLP              10/21/2009-    $233,309     $225
                               12/04/2009

Richards, Layton & Finger,    10/21/2009-    $206,670  $20,033
P.A.                          12/04/2009

AlixPartners LLP              10/21/2009-    $182,536  $13,560
                               12/04/2009

KPMG LLP                      10/21/2009-    $132,115     $720
                               12/04/2009

Skadden, Arps, Slate,         10/21/2009-    $131,344  $21,279
Meagher & Flom LLP            12/04/2009

Weil, Gotshal & Manges LLP is the Debtors' bankruptcy counsel.
KPMG LLP is the internal control over financial reporting
consultants of the Debtors.  Ernst & Young LLP is the auditors and
tax advisors of the Debtors.  AlixPartners LLP serves as the
restructuring advisor to the Debtors.  Skadden, Arps, Slate,
Meagher & Flom LLP serves as special counsel to NTK Holdings, Inc.
Ropes & Gray LLP serves as a special corporate counsel to NTK
Holdings, Inc.  Blackstone Advisory Partners L.P. is the financial
advisor of the Debtors.  Bryan Cave LLP serves as special counsel
to the Debtors.

                         About NTK Holdings

NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products. NTK Holdings and Nortek offer
a broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.

NTK Holdings Inc., together with affiliates, including Nortek
International, Inc., and Nortek Holdings, Inc., filed for Chapter
11 with a prepackaged plan accepted by all impaired creditors on
October 21, 2009 (Bankr. D. Del. Case No. 09-13611).  The Company
tapped Blackstone Group and Weil, Gotshal & Manges to aid in
its restructuring effort.  Mark D. Collins, Esq., at Richards
Layton & Finger P.A., serves as local counsel.  Epiq Bankruptcy
Solutions is claims and notice agent.

Nortek, Inc. and its affiliated domestic companies announced they
completed their financial restructuring and emerged from
bankruptcy mid-December 2009.  The emergence, which came only 57
days after the filing of a prepackaged plan of reorganization,
follows confirmation of the plan on December 4, 2009 by Judge
Kevin J. Carey of the United States Bankruptcy Court for the
District of Delaware.

Bankruptcy Creditors' Service, Inc., publishes NTK Holdings
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and
their affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


OAKWOOD COUNTRY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Oakwood Country Club, Incorporated
        3409 Rivermont Ave.
        Lynchburg, VA 24503

Bankruptcy Case No.: 10-60246

Chapter 11 Petition Date: January 29, 2010

Court: United States Bankruptcy Court
       Western District of Virginia (Lynchburg)

Judge: William E. Anderson

Debtor's Counsel: Benjamin Webb King, Esq.
                  Woods Rogers Hazlegrove
                  P.O. Box 14125
                  Roanoke, VA 24038
                  Tel: (540) 983-7586
                  Email: wking@woodsrogers.com

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

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

A list of the Company's 14 largest unsecured creditors is
available for free at:

             http://bankrupt.com/misc/azb09-30832.pdf

The petition was signed by William W. Martin, president of the
company.


ORANGE COUNTY: Taps Ervin Cohen to Handle Reorganization Case
-------------------------------------------------------------
Orange County Motorsports, Inc., asks the U.S. Bankruptcy Court
for the Central District of California for permission to employ
Ervin Cohen & Jessup LLP as counsel.

ECJ will, among other things:

   -- render legal advice to the Debtor with respect to its powers
      and duties as debtor-in-possession;

   -- prepare on behalf of the Debtor necessary pleadings,
      reports, and other legal papers; and

   -- participate in the negotiation, formulation, drafting and
      confirmation of a plan of reorganization.

Michael S. Kogan, Esq., a partner at ECJ, tells the Court that ECJ
received a prepetition retainer of $45,000 which is kept in a
segregated trust account.  Prior to the petition date, $13,648 was
spent for fees and expenses incurred.  The retainer balance is
$31,351.  ECJ received a prepetition attorney lien on its
retainer.

The hourly rates of ECJ personnel are:

     Mr. Kogan                         $495
     Peter Jazayeri                    $300
     Paralegals                        $185

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

Mr. Kogan can be reached at:

     Ervin Cohen & Jessup LLP
     9401 Wilshire Blvd 9th Fl.
     Beverly Hills, CA 90212-2974
     Tel: (310) 273-6333
     Fax: (310) 859-2325

Los Angeles, California-based Orange County Motorsports, Inc.,
filed for Chapter 11 bankruptcy protection on December 18, 2009
(Bankr. C.D. Calif. Case No. 09-45902).  The Debtor's affiliate,
Lawrence Hart also filed Chapter 11 bankruptcy petition.  Michael
S. Kogan, Esq., at Ervin Cohen & Jessup LLP, assists the Debtor 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.


OSHKOSH CORP: S&P Affirms Corporate Credit Rating at 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed the ratings on Oshkosh
Corp., including the 'B+' corporate credit rating, and revised the
outlook to positive from stable.

The outlook revision reflects significant improvement in credit
measures as the company's defense segment processes large orders.
The company delivered more than 2,300 vehicles under its M-ATV
(Mine-Resistant Ambush Protected)) program in the quarter and
reported about $300 million of operating income improvement from
the previous-year levels.  In considering a ratings upgrade, S&P
will monitor the prospects for Oshkosh to maintain improved credit
measures beyond this year after it completes the large M-ATV
contract.

The ratings continue to reflect Oshkosh's aggressive financial
risk profile, which more than offsets its leading business
positions in key segments of the specialty vehicle market and good
product and end-market diversity.

"While most of Oshkosh's industrial end markets remain weak, S&P
expects the company's defense segment to support overall results,"
said Standard & Poor's credit analyst Dan Picciotto.  S&P could
raise the ratings if S&P expects industrial end markets to improve
next year as the defense segment's M-ATV-related profits decline,
resulting in credit measures consistent with S&P's expectations.
For instance, if the company appears likely to maintain credit
measures of less than 4x adjusted debt to EBITDA and more than 15%
funds from operations to total adjusted debt, S&P could raise the
ratings.

"Alternatively, S&P could revise the outlook to stable if a
prolonged downturn or debt-financed acquisition results in weaker
credit measures," he continued.  For instance, if the company does
not make further meaningful debt repayments and EBITDA declines to
less than $450 million in 2011, adjusted debt to EBITDA would
increase to more than 4x, which could result in an outlook
revision to stable.


OVERSEAS SHIPHOLDING: S&P Downgrades Corp. Credit Rating to 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
rating on Overseas Shipholding Group Inc. to 'BB-' from 'BB'.

At the same time, S&P lowered its ratings on the company's senior
unsecured debt to 'BB-' from 'BB', one notch below the new
corporate credit rating.  The '4' recovery rating remains
unchanged, indicating S&P's expectation that lenders will receive
an average (30%-50%) recovery in a payment default scenario.  The
outlook is stable.

The ratings on New York City-based OSG reflect the company's
weakened financial profile due to significantly reduced earnings,
caused by prolonged weakness in tanker rates and incremental debt
from the ongoing vessel newbuild program.  The ratings also
reflect the competitive nature of the shipping industry and the
company's historically aggressive financial policy, characterized
by share repurchases and increased dividends, despite reduced
earnings.  Positive credit factors include adequate liquidity and
a well-established market position in the ocean transportation of
crude oil and petroleum products.

"The stable outlook reflects S&P's expectations that the company
will continue to have sufficient financial flexibility to work
through the weak operating environment and that the company will
eventually benefit from a recovery in tanker rates over the long
term," said Standard & Poor's credit analyst Funmi Afonja.  "If
covenant headroom becomes constrained, and S&P believes that a
material change in earnings or debt could cause a breach in one
year, S&P would likely lower the ratings further."

"We believe that an upgrade is unlikely over the next year, given
the steep deterioration in the company's financial profile and
current market conditions," she continued.


PACERS INC: Employee & Entertainer Claims Due By March 8
--------------------------------------------------------
The Honorable Louise DeCarl Adler directs that any wage and hour
or entertainer creditor holding claims against Pacers, Inc., that
arose or was deemed to have arisen prior to August 27, 2009,
against Pacers, Inc., must file a proof of claim with the
Bankruptcy Court in San Diego on or before March 8, 2010.

Pacers, Inc., located in San Diego, Calif., sought Chapter 11
protection (Bankr. S.D. Calif. Case No. 09-12738) on August 27,
2009, is represented by Michael T. O'Halloran, Esq., in San Diego,
and estimated its assets at less than $500,000 and debts at more
than $1 million at the time of the filing.


PARALLEL CONSTRUCTION: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Parallel Construction, Ltd.
        96 Duncan Ave
        Jersey City, NJ 07306

Bankruptcy Case No.: 10-12401

Chapter 11 Petition Date: January 28, 2010

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Debtor's Counsel: John M. August, Esq.
                  Herrick, Feinstein LLP
                  One Gateway Center, 22nd Floor
                  Newark, NJ 07102
                  Tel: (973) 274-2529
                  Email: jaugust@herrick.com

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

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

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

The petition was signed by Adlai Souirgi.


PARKING CORP OF AMERICA: Files for Bankruptcy to Sell Assets
------------------------------------------------------------
Macquarie Infrastructure Company on January 28, 2010, said its
airport parking business, Parking Corporation of America Airports,
has entered into an asset purchase agreement with Bainbridge ZKS -
Corinthian Holdings, LLC.

The agreement, which is subject to approval by the bankruptcy
court in Delaware, will result in Bainbridge ZKS - Corinthian
Holdings, LLC acquiring the assets of the airport parking business
for $111.5 million, subject to certain adjustments.

The signing of the asset purchase agreement is the first step in a
bankruptcy court-led sale.  On January 28, PCAA and its
subsidiaries also commenced voluntary Chapter 11 cases with the
bankruptcy court for the District of Delaware.  If approved, the
transaction is expected to close within the first half of 2010.

"The previously disclosed process involving the airport parking
business is moving ahead as expected," said James Hooke, Chief
Executive Officer of Macquarie Infrastructure Company.  "Following
a sales process, the business has negotiated an agreement with a
bidder who will take matters forward within the context of a
bankruptcy filing and asset sale," he added.

The sale of the airport parking business and the repayment of
MIC's holding company level debt reported in December, 2009
provides shareholders with resolution on the two highest priority
issues identified by management in mid-2009.

The sale would result in the elimination of approximately
$201.0 million of current debt from MIC's consolidated balance
sheet. The debt in excess of the sale proceeds used to repay such
debt would be booked as income (cancellation of debt income).  MIC
would also record proceeds in excess of the business' assets as a
gain on sale.  As a part of the bankruptcy sale process, all cash
proceeds would be paid to creditors of the business and not to
MIC.

MIC has previously written the value of its equity in the business
down to zero. The value of the property, plant and equipment of
the business has been written down to approximately $84.0 million
and the value of the intangible assets has been written down to
zero.  The airport parking business comprises 31 facilities in 20
major commercial airport markets around the country.

In a related matter, MIC expects to record a non-cash charge in
the fourth quarter of 2009 to increase its valuation allowance for
deferred tax assets.  The amount of the charge is being reviewed,
but is likely to be in a range of $40.0 to $60.0 million.  While
the Company believes it will generate positive taxable income in
the future and utilize its deferred tax assets, it does not
believe it meets the proscribed accounting standard of sufficient
positive evidence to avoid recording the increase.  The
cancellation of debt income that is expected to be recorded on
closing of the sale of the airport parking business could result
in the reversal of a significant portion of the valuation
allowance.

The charge is primarily due to impairment charges recorded in the
first half of 2009, including those relating to the airport
parking business.  The charge also reflects the impact of the sale
of a 49.99% interest in MIC's district energy business in December
that resulted in removal of that business from MIC's consolidated
income tax return.

              About Macquarie Infrastructure Company

Macquarie Infrastructure Company (NYSE: MIC) --
http://www.macquarie.com/mic-- owns, operates and invests in a
diversified group of infrastructure businesses providing basic,
everyday services, to customers in the United States. Its ongoing
businesses consist of three energy-related businesses including a
gas production and distribution business (The Gas Company in
Hawaii) and controlling interest in a district energy business
(Thermal Chicago), and a 50% indirect interest in a bulk liquid
storage terminal business (International-Matex Tank Terminals).
MIC also owns and operates an aviation-related airport services
business (Atlantic Aviation).  The Company is managed by a wholly-
owned subsidiary of the Macquarie Group.

MIC is not an authorized deposit-taking institution for the
purposes of the Banking Act 1959 (Commonwealth of Australia).  The
obligations of MIC do not represent deposits or other liabilities
of Macquarie Bank Limited ABN 46 008 583 542 (MBL).  MBL does not
guarantee or otherwise provide assurance in respect of the
obligations of MIC.


PARKLANE PLAZA: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Parklane Plaza, LLC
        PO Box 2646
        Kearney, NE 68848

Bankruptcy Case No.: 10-40230

Chapter 11 Petition Date: January 29, 2010

Court: United States Bankruptcy Court
       District of Nebraska (Lincoln Office)

Debtor's Counsel: Galen E. Stehlik, Esq.
                  Lauritsen, Brownell, Brostrom, Stehlik
                  724 W. Koenig
                  P.O. Box 400
                  Grand Island, NE 68802
                  Tel: (308) 382-8010
                  Fax: (308) 382-8018
                  Email: galens@lauritsenlaw.com

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

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

A list of the Company's 14 largest unsecured creditors is
available for free at:

              http://bankrupt.com/misc/azb09-30832.pdf

The petition was signed by Erica Sikes.


PENN TRAFFIC: Tops Markets Closes $85 Million Sale Deal
-------------------------------------------------------
James Fink at Business First of Buffalo relates Tops Markets LLC
completed the $86 million acquisition deal with Penn Traffic Corp.
to purchase 79 supermarkets.  The deal includes incentives that
push the cost to near $50 million.

Mr. Fink notes that Tops Markets emerged as the sole bidder by
offering $85 million and agreed to take on another $70 million in
related costs.

                       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.


PETER CASSON: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Peter J. Casson
        811 Hawthorne Place
        Lake Forest, IL 60045

Bankruptcy Case No.: 10-03417

Chapter 11 Petition Date: January 29, 2010

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

Judge: John H. Squires

Debtor's Counsel: Joseph A. Baldi, Esq.
                  Joseph Baldi & Associates
                  19 S Lasalle Street, Suite 1500
                  Chicago, IL 60603
                  Tel: (312) 726-8150
                  Fax: (312) 332-4629
                  Email: jabaldi@ameritech.net

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

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

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

            http://bankrupt.com/misc/ilnb10-03417.pdf

The petition was signed by Mr. Casson.


PHOENIX WORLDWIDE: Wants to Have Until Feb. 24 to Propose Plan
--------------------------------------------------------------
Phoenix Worldwide Industries, Inc., asks the U.S. Bankruptcy Court
Southern District of Florida to extend its exclusive period to
propose a plan of reorganization until February 24, 2010.

The Debtor relates that it needs additional time to confirm
certain financial information before finalizing the Plan.
Specifically, the Debtor and its counsel are working on a claims
analysis which will impact the Plan.

The Court will consider at a hearing on February 10, 2010, at
11:30 a.m., the Debtor's second request for its exclusive period
extension.  The hearing will be held at Claude Pepper Federal
Bldg., 51 SW First Ave. Room 1406, Miami Florida.

Miami, Florida-based Phoenix Worldwide Industries, Inc. --
http://www.phoenixworldwide.com/-- dba Phoenix Worldwide
Industries, Inc.- Forensic Vehicle Division and Phoenix IVS
Division develops surveillance technologies for government and law
enforcement agencies.

The Company filed for Chapter 11 on June 29, 2009 (Bankr. S. D.
Fla. Case No. 09-23201).  Jeffrey P. Bast, Esq., at Bast Amron LLP
represents the Debtor in its restructuring efforts.  The Debtor
has assets and debts both ranging from $10 million to $50 million.


PMB PROPERTY: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: PMB Property Management, Inc.
        1160 Joe Battle
        El Paso, TX 79936

Bankruptcy Case No.: 10-30180

Chapter 11 Petition Date: January 29, 2010

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Judge: Bankruptcy Judge Leif M. Clark

Debtor's Counsel: T. Barrett Wood, Esq.
                  Law Offices of T. Barrett Wood, P.C.
                  303 Texas Avenue, Ninth Floor
                  El Paso, TX 79901
                  Tel: (915) 533-1133
                  Fax: (915) 532-0904
                  Email: barrett@bwoodlaw.com

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

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

According to the schedules, the Company has assets of $1,867,316,
and total debts of $3,223,695.

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

             http://bankrupt.com/misc/txwb10-30180.pdf

The petition was signed by Keith Boyd, president of the Company.


PPA HOLDINGS: U.S. Trustee Amends Unsec. Creditors Committee
------------------------------------------------------------
Frank Cadigan, Assistant U.S. Trustee for Region 16, amended the
official committee of unsecured creditors in PPA Holdings, LLC, et
al.'s Chapter 11 cases.

Mr. Cadigan related that the Committee is amended to remove
Michael & Rita Warren, IDT Landscaping, LLC, and Manuel Narraro.
Mr. Cadigan added that the Committee now consists of 6 members.

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

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

Irvine, California-based PPA Holdings LLC is in the real property
investment business.

The Company and its affiliates filed for Chapter 11 on June 26,
2009 (Bankr. C.D. Calif. Lead Case No. 09-16353).  Nanette D.
Sanders, Esq., and Todd C. Ringstad, Esq., at Ringstand & Sanders
LLP, represent the Debtors in their restructuring efforts.
Richard W. Esterkin, Esq., at Morgan Lewis & Bockius LLP,
represents the official committee of unsecured creditors as
counsel.  The Debtors listed $10 million to $50 million in assets
and $50 million to $100 million in debts.


PROWLER GROUP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The Prowler Group, Inc.
          dba AW Fleet Service
        PO Box 161565
        Fort Worth, TX 76161

Bankruptcy Case No.: 10-40609

Chapter 11 Petition Date: January 29, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Marguerite Miller Kirk, Esq.
                  2000 E. Lamar, Suite 600
                  Arlington, TX 76006
                  Tel: (817) 354-4900
                  Email: kirkm@sbcglobal.net

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

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

According to the schedules, the Company has assets of $1,065,290,
and total debts of $1,323,667.

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

             http://bankrupt.com/misc/txnb10-40609.pdf

The petition was signed by Gary Wages, president/director of the
Company.


QUALITY HOME: S&P Assigns 'CCC+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'CCC+'
corporate credit rating to Cary, North Carolina-based Quality Home
Brands.  The outlook is developing, reflecting S&P's concern about
the company's operating performance and ability to meet its
current financial covenant given the uncertain economic
environment and housing industry.

In addition, Standard & Poor's assigned its issue-level and
recovery ratings to QHB's $231 million senior secured debt
(consisting of $126 million of the existing first-lien term loan,
$106 million of first-lien payment-in-kind (PIK) term loan) and
$20 million first-out loan revolving credit facility (all maturing
2014).  The consolidated first-lien term loan is rated 'CCC', one
notch lower than the corporate credit rating.  The recovery rating
is '5', indicating S&P's expectation that lenders will have a
modest recovery (10%-30%) in the event of a payment default.  The
asset-based loan revolving credit facility is rated 'B', two
notches higher than the corporate credit rating, with a recovery
of '1', indicating an expectation for very high recovery (90%-
100%) in the event of a payment default.

The company exchanged $231 million total outstanding debt of its
existing first-lien term loan for a new $106 million first-lien
PIK term loan and a $126 million first-lien cash pay term loan.
The company also converted $156 million of debt, comprised of
$101 million outstanding on its second-lien term loan and
$55 million senior note, into common equity in the restructure.
In addition, Quad-C Management Inc. invested $20 million for
convertible preferred equity, of which the proceeds were used to
pay for fees and expenses related to the capital restructure, and
for general corporate purposes.

"The ratings on QHB reflect its still highly leveraged financial
profile, narrow product focus, and exposure to the current weak
housing industry and overall U.S. economy," said Standard & Poor's
credit analyst.  This has significantly and adversely affected the
company's operating performance over the last 12 months.

QHB designs, supplies, manufactures, and markets residential and
commercial lighting fixtures.  The company has leading brand names
in the highly fragmented and competitive lighting industry,
including Murray Feiss, Monte Carlo, Sea Gull Lighting, and Tech
Lighting.

Standard & Poor's views the scope of QHB's operations in the
lighting fixture industry as narrow.  Most of the company's sales
are generated from home remodeling (about 79%), with the balance
related to new construction.  Although the home remodeling segment
is generally less cyclical than new-housing construction, the
current housing market and challenging economic conditions in the
U.S. has significantly affected the company and is expected to
continue to affect QHB's operating performance.  Moreover, there
is some supplier concentration in the Murray Feiss and Tech
Lighting brand segments, which source all or a majority of its
product components from one supplier in China, respectively.

The outlook is developing, reflecting S&P's concern that the
company will continue to be negatively affected if the housing
industry and economic conditions remain weak.  If operating
results continue to deteriorate, and covenant cushions and
liquidity tighten, S&P could lower the ratings.  Alternatively,
S&P could raise the ratings if the housing market strengthens and
QHB's sales and profits improve and this results in the company
being able to maintain adequate liquidity.


QUANTUM CORP: Reports $182 Mil. Revenues for 3rd Quarter 2009
-------------------------------------------------------------
Quantum Corp. said that revenue for its fiscal third quarter ended
Dec. 31, 2009, was $182 million.  This represented an 11 percent
decline from the same period last year, primarily due to expected
reductions in OEM revenue, including DXi software, tape, and
devices and media sales.

Despite the year-over-year decline, revenue increased 4 percent
from the prior quarter -- the second consecutive quarter of
sequential growth -- and branded revenue was up from both FQ2'10
and the same period last year.  As it did in the prior quarter,
the company reported a GAAP gross margin rate above 40 percent,
although the 41.1 percent rate in the December quarter was down
from 42.1 percent in FQ3'09, largely due to the decline in OEM DXi
software revenue.

Quantum also delivered its third consecutive quarter of GAAP
profit, with $5 million in net income, or diluted earnings per
share of two cents. This compared to a GAAP net loss of
$329 million in FQ3'09.  The $5 million profit included $9 million
in amortization of intangibles and $2 million in stock-based
compensation charges, which together reduced diluted earnings per
share by five cents.

Quantum generated $17 million in cash from operations for FQ3'10
and ended the quarter with over $100 million in cash and cash
equivalents.

"The December quarter further demonstrated the strength of our
business model, with results in several areas being among the best
we've achieved over the past 10 years," said Rick Belluzzo,
chairman and CEO of Quantum.  "With a strong contribution from our
branded business and gross margin above 40 percent, we again
delivered solid GAAP profits and sequential revenue growth.  Our
record level of branded disk systems and software revenue also
speaks to the opportunity we have in key growth segments of the
storage market, particularly given the recent additions we've made
to our product portfolio with the DXi6500 family of NAS-based
deduplication appliances and the latest release of our StorNext
data management software."

Quantum's product revenue, which includes sales of the company's
hardware and software products, totaled $125 million in FQ3'10.
This represented a decrease of $19 million from FQ3'09, primarily
reflecting the expected declines in OEM revenue.

Disk systems and software revenue, inclusive of related software
maintenance and service revenue, was $25 million in the December
quarter.  This was down approximately $6 million from the same
quarter last year, primarily due to reduced OEM DXi software
revenue.  However, on a branded basis, Quantum generated its
highest level of disk systems and software revenue to date.  A
sampling of major DXi7500 account wins during the quarter included
new business with one of the world's largest technology consulting
companies, a leading global supplier of industrial gasses and a
national lottery operator in Asia.  In addition, Quantum had
several repeat DXi7500 orders, including those from two top U.S.
and Asian insurance companies, one of the world's biggest
telecommunications providers and a major university medical center
in the U.S.

Also contributing to the record disk systems and software revenue
in FQ3'10 were significant StorNext wins, most notably a deal for
more than a million dollars in which StorNext will play a central
role in a multi-site, private cloud implementation for a Fortune
Global 10 company.  Other key wins included new business with a
major television studio in Asia and follow-on orders from a
multinational technology company and a large weather services
provider in North America.

A full-text copy of the company's third quarter result is
available for free at http://ResearchArchives.com/t/s?4f80

                          About Quantum

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

As of September 30, 2009, the Company had $501.6 million in total
assets against $247.2 million in total current liabilities and
$352.9 million in total long-term liabilities, resulting in
$98.5 million in stockholders' deficit.

                          *     *     *

As reported by the Troubled Company Reporter on July 10, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Quantum Corp. to 'B-' from 'CC'.  S&P also raised the
company's subordinated rating to 'CCC' from 'C'.  S&P has removed
all ratings from CreditWatch, where they were placed on April 3,
2009.  The outlook is negative.

The TCR said July 8, 2009, Moody's Investors Service upgraded
Quantum's corporate family rating and probability of default
rating each to B3, from Caa1 and Ca, respectively, following the
announcement that the Company has repurchased more than
$135 million of its 4.375% Convertible Subordinated Notes due
2010.  The rating outlook is positive.


READER'S DIGEST: Delays Ch. 11 Exit to Address UK Pension Issues
----------------------------------------------------------------
Reader's Digest Association on Monday said it has elected to
temporarily delay its emergence from Chapter 11 to address an
issue involving the pension program of The Reader's Digest
Association, Ltd., the company's UK entity.

RDA said the issue is specific to the UK entity and does not
involve any other RDA company.  RDA's restructuring plan was
confirmed by the United States Bankruptcy Court for the Southern
District of New York on January 15, 2010, enabling the company to
choose its date for emergence. RDA expects to emerge within the
next few weeks.

Last month, the UK entity came to an agreement with the trustees
of its pension plan and the UK Pension Protection Fund to resolve
the company's UK pension fund deficit. This agreement was
contingent on approval from the UK Pensions Regulator, which has
now indicated that it will not approve the pension application. In
light of this unexpected ruling, the UK entity is now reviewing
its options in an attempt to find a solution.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


REMINGTON RANCH: Taps Cable Huston as Bankruptcy Counsel
--------------------------------------------------------
Remington Ranch, LLC, has sought permission from the U.S.
Bankruptcy Court for the District of Oregon to employ Cable Huston
Benedict Haagensen & Lloyd LLP as Chapter 11 counsel.

Cable Huston will, among other things:

     a. take actions necessary to protect and preserve Debtor's
        bankruptcy estate, including the prosecution of actions on
        Debtor's behalf, the defense of any action commenced
        against Debtor, negotiations concerning all litigation in
        which Debtor is involved, objections to claims filed
        against Debtor in this bankruptcy case, and the compromise
        or settlement of claims;

     b. advise the Debtor concerning, and prepare on behalf of
        Debtor, all necessary applications, motions, memoranda,
        responses, complaints, answers, orders, notices, reports
        and other papers, and review all financial and other
        reports required from Debtor as debtor-in-possession
        in connection with administration of the Chapter 11 case;

     c. review the nature and validity of any liens asserted
        against Debtor's property and advise Debtor concerning the
        enforceability of such liens; and

     d. advise Debtor regarding its ability to initiate actions to
        collect and recover property, including outstanding
        accounts receivables, for the benefit of its estates.

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

        J. Stephen Werts, Partner            $350
        Chad M. Stokes, Partner              $300

Chad M. Stokes, a partner at Cable Houston, assures the Court that
the firm is "disinterested" as that term is defined in Section
101(14) of the Bankruptcy Code.

Powell Butte, Oregon-based Remington Ranch, LLC, is a property
developer.  The Company filed for Chapter 11 bankruptcy protection
on January 21, 2010 (Bankr. D. Ore. Case No. 10-30406).  The
Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


RENT-A-LIFT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Rent-A-Lift, Inc.
        23588 Hwy 64 E
        Troup, TX 75789

Bankruptcy Case No.: 10-60102

Chapter 11 Petition Date: January 29, 2010

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

Debtor's Counsel: J. Bennett White, Esq.
                  P.O. Box 6250
                  Tyler, TX 75711
                  Tel: (903) 597-4300
                  Fax: (903) 597-4330
                  Email: jbw@jbwlawfirm.com

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

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

A list of the Company's 14 largest unsecured creditors is
available for free at:

             http://bankrupt.com/misc/azb09-30832.pdf

The petition was signed by Carlton E. Thompson, president of the
company.


RES-CARE INC: S&P Assigns 'BB+' Rating on $275 Mil. Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
(two notches above the corporate credit rating) to Louisville,
Kentucky-based Res-Care Inc.'s proposed $275 million senior
secured revolving credit facility, which matures in July 2013.
The recovery rating on this debt issue is '1', indicating S&P's
expectation for very high (90% to 100%) recovery in the event of
payment default.  The credit facility, which is an amendment and
restatement of the company's existing credit facility, extends its
maturity from October 2010 to July 2013, increases the revolver
size by $25 million, and maintains the $50 million accordion
feature.

S&P's corporate credit rating on Res-Care is 'BB-' and the rating
outlook is negative, reflecting the company's existing aggressive
financial risk profile and uncertainty of state budget cuts.  The
company's diversification in many markets and ability to grow
operations in a moderate, disciplined manner somewhat mitigate
this risk.  The amendment and restatement of the credit facility
provides a small expansion of the size of the revolving credit
facility, eliminates near-term refinancing risk, and provides
temporary covenant relief until the end of 2010.  Res-Care's
rolling-12-month total lease-adjusted debt to EBITDA was 3.1x as
of Sept. 30, 2009.  S&P believes that lease-adjusted debt to
EBITDA could rise because of limited EBITDA growth, possible
additional debt if a $54 million legal judgment in New Mexico is
finalized in early 2010, and committed acquisitions.  S&P expects
the company to continue to fund smaller acquisition activity
primarily with free operating cash flow and availability under its
revolver.


RH DONNELLEY: S&P Raises Corporate Credit Rating to 'B' From 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on North Carolina-based R.H. Donnelley
Corp. to 'B', from 'D', in conjunction with the company's
emergence from Chapter 11 bankruptcy proceedings.  The rating
outlook is stable.

"At the same time, S&P assigned its issue-level and recovery
ratings to the company's reorganized capital structure, consisting
of a consolidated debt balance of approximately $3.4 billion, of
which $3.1 billion represents secured indebtedness," said Standard
& Poor's credit analyst Michael Listner.  The $956 million term
loan issued by Dex Media East LLC is rated 'B+' (one notch higher
than the 'B' corporate credit rating on the ultimate parent
company, R.H. Donnelley Corp.) with a recovery rating of '2',
indicating S&P's expectation that lenders can expect substantial
(70%-90%) recovery in the event of payment default.  Similarly,
the $904 million term loan issued by Dex Media West LLC is rated
'B+' (one notch higher than the corporate credit rating on R.H.
Donnelley Corp.) with a recovery rating of '2', indicating S&P's
expectation that lenders can expect substantial (70%-90%) recovery
in the event of payment default.  The $1,225 million term loan
issued by R.H. Donnelley Inc. is rated 'B' (at the same level as
the corporate credit rating on R.H. Donnelley Corp.) with a
recovery rating of '3', indicating S&P's expectation that lenders
can expect meaningful (50%-70%) recovery in the event of payment
default.  Finally, the $300 million unsecured notes issued by R.H.
Donnelley Corp. are rated 'CCC+' (two notches lower than the 'B'
corporate credit rating) with a recovery rating of '6', indicating
S&P's expectation that lenders can expect negligible (0-10%)
recovery in the event of payment default.

The rating action follows the emergence of R.H. Donnelley from its
Chapter 11 bankruptcy proceedings and the effectiveness of the
company's plan of reorganization.  The 'B' corporate credit rating
reflects the secular declines S&P believes to be prevailing in the
print directories sector as well as S&P's expectation for a
sustained level of EBITDA and revenue declines for the foreseeable
future.  S&P's expectation is more conservative than management's
expectation for growth in revenue and profitability by 2012, as
specified in the company's disclosure statement.  S&P's rating
assumptions incorporate its view that print directory advertising
will continue to shrink as a component of small business
advertising.  While S&P expects R.H. Donnelley will continue to
transition its customers to its online offerings, S&P notes
increased competition within the online channel, when compared to
print, and the ongoing evolution of this business model.


RHODES COMPANIES: Hearing on Lenders' Plan Slated for Feb. 11
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will convene
a hearing February 11, 2010, at 9:30 a.m. to consider confirmation
of the amended chapter 11 plan proposed by the steering committee
of first lien lenders of The Rhodes Companies, LLC.

The First Lien Steering Committee consists of certain unaffiliated
lenders under the Credit Agreement dated as of November 21, 2005
among Heritage Land Company, LLC, The Rhodes Companies, LLC, and
Rhodes Ranch General Partnership, as the Borrowers, the First Lien
Lenders therein, and Credit Suisse, Cayman Islands Branch, as
Administrative Agent, Collateral Agent, Syndication Agent, Sole
Bookrunner and Sole Lead Arranger.

The Plan provides adequate and proper means for implementation of
the Plan, including, but not limited to, among other things:

     (i) the substantive consolidation of the Estates into a
         single Estate for all purposes associated with
         Confirmation and distributions to be made under the Plan;

    (ii) the issuance of Newco Equity Interests (based upon the
         Newco Total Enterprise Value) to the Holders of First
         Lien Lender Secured Claims;

   (iii) the issuance of $50 million in New First Lien Notes to
         the Holders of First Lien Lender Secured Claims;

    (iv) the cancellation of Old Equity Interests and certain
         other existing securities;

     (v) any restructuring transaction deemed necessary or
         appropriate to effectuate the Plan;

    (vi) the selection of the initial board of directors and
         officers of the Reorganized Debtors;

   (vii) the establishment of a Litigation Trust for the benefit
         of Holders of Allowed Claims in Classes C-1, C-2 and C-3;

  (viii) the transfer of the Rhodes Ranch Golf Course to the
         Reorganized Debtors pursuant to the terms of a stock and
         asset transfer agreement;

    (ix) the payment of $3.5 million in Cash to the Reorganized
         Debtors by the Rhodes Entities on the Effective Date; and

     (x) the transfer of the Arizona Assets to the Rhodes
         Entities.

The Plan is premised on the results achieved at mediation in
August 2009 among the First Lien Steering Committee, the agent to
the First Lien Lenders, the agent to the Second Lien Lenders, the
Official Committee of Unsecured Creditors, the Debtors and the
Rhodes Entities.  The Rhodes Entities include James M. Rhodes,
Glynda Rhodes, et al.

The Plan allows the Debtors to continue their homebuilding
operations in the Las Vegas market and obtain material new value
from the Rhodes Entities to ensure a successful reorganization.
The Plan and the Mediation Settlement reached by the parties
contemplate that the Rhodes Entities will provide the Reorganized
Debtors with consideration worth between $11.6 million to
$20.2 million -- or $5.7 million to $14.3 million net of funded
debt obligations on the Rhodes Ranch Golf Course -- in
quantifiable assets together with additional cooperation necessary
for the Reorganized Debtors' continued business operations, which
cooperation has an indeterminable positive value.  In exchange for
this new value, the Estates will provide the Rhodes Entities with
consideration with an aggregate cost to the Estates of
approximately $2.6 million.

The First Lien Lenders will also receive, on account of their
Secured Claims, $1.5 million in cash from their collateral and
their pro rata share of $50 million in new secured notes.  The
First Lien Lenders will use the $1.5 million cash portion of their
recovery to purchase the Claims of many of the Debtors' creditors
that hold General Unsecured Claims for the allowed amount of such
Claim.  The Second Lien Lenders will receive 50% of the net
proceeds of certain pending litigation on account of their Secured
Claims.

The Plan also provides for the establishment of a Litigation Trust
that will pursue certain Claims and Causes of Action belonging to
the Debtors' Estates for the benefit of those creditors holding
General Unsecured Claims whose Claims are not purchased by the
First Lien Lenders.  The First Lien Lenders and the Second Lien
Lenders will also receive distributions from the Litigation Trust
as unsecured creditors on account of their First Lien Lender
Deficiency Claims and Second Lien Lender Deficiency Claims.

Holders of First Lien Lender Secured Claims in Class A-1; Second
Lien Lender Secured Claims in Class A-2; General Unsecured Claims
in Class C-1; First Lien Lender Deficiency Claims in Class C-2;
and Second Lien Lender Deficiency Claims in Class C-3 were
entitled to vote on the Plan.  Omni Management Group, LLC, the
Debtors' claims, notice and balloting agent, last week reported to
the Court that holders of First Lien Lender Secured Claims in
Class A-1; Second Lien Lender Secured Claims in Class A-2; First
Lien Lender Deficiency Claims in Class C-2; and Second Lien Lender
Deficiency Claims in Class C-3 have voted to accept the Plan.
However, holders of General Unsecured Claims in Class C-1 have
turned down the Plan.

The First Lien Steering Committee is represented by:

     Nile Leatham, Esq.
     KOLESAR & LEATHAM
     Wells Fargo Financial Center
     3320 W. Sahara Ave.
     Las Vegas, NV 89102
     Tel: (702) 979-2357
     Fax: (702) 362-9472

     Philip C. Dublin, Esq.
     Abid Qureshi, Esq.
     AKIN GUMP STRAUSS HAUER & FELD LLP
     One Bryant Park
     New York, New York 10036
     Tel: (212) 872-1000 (Telephone)
     Fax: (212) 872-1002 (Facsimile)

A full-text copy of the First Lien Steering Committee's Second
Amended Modified Plan is available at no charge at:

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

A full-text copy of the First Lien Steering Committee's
Supplemental Memorandum of Law in Support of Confirmation of the
Second Amended Modified Plan is available at no charge at:

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

A full-text copy of the First Lien Steering Committee's Proposed
Findings of Fact, Conclusions of Law, and Order Confirming the
Amended Modified Plan is available at no charge at:

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

A full-text copy of the Voting Results is available at no charge
at http://bankrupt.com/misc/RhodesVoting.pdf

Based in Nevada, The Rhodes Companies LLC is a private master
planned community developer and homebuilder in the Las Vegas
valley.  The company was founded in 1991.  The company and its
affiliates filed for Chapter 11 protection on March 31, 2009
(Bankr. D. Nev. Lead Case No. 09-14778).  Zachariah Larson, Esq.,
at Larson & Stephens, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed both assets and debts between
$100 million and $500 million.


RIM DEVELOPMENT: Section 341(a) Meeting Scheduled for Feb. 25
-------------------------------------------------------------
The U.S. Trustee for Region 20 will convene a meeting of creditors
in RIM Development, LLC's Chapter 11 case on February 25, 2010, at
9:00 a.m.  The meeting will be held at Room B-56 US Courthouse,
401 North Market, Wichita, KS 67202.

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

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

Roca, Nebraska-based RIM Development, LLC, filed for Chapter 11
bankruptcy protection on January 22, 2010 (Bankr. D. Kan. Case No.
10-10132).  Susan G. Saidian, Esq., who has an office in Wichita,
Kansas, 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.


RIM DEVELOPMENT: Wants to Hire Moses Zimmerman as Bankr. Counsel
----------------------------------------------------------------
RIM Development, LLC, has asked for authorization from the U.S.
Bankruptcy Court for the District of Delaware to employ Case,
Moses, Zimmerman & Martin, P.A., as bankruptcy counsel.

Moses Zimmerman will, among other things:

     (a) advise the Debtor concerning and assisting in the
         negotiation and documentation of financing agreements,
         cash collateral orders, and related transactions, as
         necessary;

     (b) investigate into the nature and validity of liens
         asserted against the property of the Debtor, and advising
         the Debtor concerning the enforceability of said liens;

     (c) investigate and advise the Debtor concerning and taking
         action as may be necessary to collect income and assets
         in accordance with applicable law, and recover property
         for the benefit of the Debtor's estate; and

     (d) prepare applications, motions, pleadings, orders,
         notices, schedules and other documents as may be
         necessary and appropriate, and reviewing the financial
         and other reports to be filed.

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

         D. Michael Case                    $210
         William H. Zimmerman, Jr.          $210
         Susan G. Saidian                   $190
         Paralegals                          $75

D. Michael Case; William Zimmerman, Jr.; and Susan G. Saidian
assures the Court that the firm is "disinterested" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Roca, Nebraska-based RIM Development, LLC, filed for Chapter 11
bankruptcy protection on January 22, 2010 (Bankr. D. Kan. Case No.
10-10132).  The Company listed $10,000,001 to $50,000,000 in
assets and $10,000,001 to $50,000,000 in liabilities.


RIM DEVELOPMENT: Files Schedules of Assets & Liabilities
--------------------------------------------------------
RIM Development, LLC, has filed with the U.S. Bankruptcy Court for
the District of Kansas its schedules of assets and liabilities,
disclosing:

   Name of Schedule                Assets           Liabilities
   ----------------                ------           -----------
A. Real Property               $20,000,000.00
B. Personal Property               $10,000.00
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                 $11,302,541.82
E. Creditors Holding
   Unsecured Priority
   Claims                                                  $0.00
F. Creditors Holding
   Unsecured Non-priority
   Claims                                            $383,172.00
                                  -----------        -----------
   TOTAL                       $20,010,000.00     $11,685,713.82

Roca, Nebraska-based RIM Development, LLC, filed for Chapter 11
bankruptcy protection on January 22, 2010 (Bankr. D. Kan. Case No.
10-10132).  Susan G. Saidian, Esq., who has an office in Wichita,
Kansas, 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.


RONSON CORP: Shareholders OK Sale of Aviation, Consumer Products
----------------------------------------------------------------
Ronson Corporation said Monday the sales of the Company's aviation
division to Hawthorne TTN Holdings, Inc., and of the Company's
consumer products division to Zippo Manufacturing Company were
approved by the Company's shareholders at a Special Meeting of
Shareholders held on February 1, 2010.  In addition, at the
Special Meeting the shareholders approved the change of the
Company's name from Ronson Corporation to RCLC, Inc. upon the
consummation of the sale of the consumer products division.

On May 14, 2009, the Company announced that it had signed a
definitive asset purchase agreement with Hawthorne to sell
substantially all of the assets of Ronson Aviation, Inc., the
Company's wholly-owned subsidiary located at the Trenton-Mercer
Airport, a fixed base operator engaged in providing aircraft
fueling and servicing, avionics sales, aircraft repair and
maintenance, hanger and office leasing and related services.  The
purchase agreement provides for a purchase price, payable in cash
at closing, of $9.5 million, $500,000 of which will be held in
escrow for a period of 15 months to secure the Company's
indemnification obligations.

On October 13, 2009, the Company announced that it had signed a
definitive asset purchase agreement with Zippo to sell
substantially all of the assets of the Company's wholly-owned
subsidiaries engaged in the consumer products business, Ronson
Consumer Products Corporation in Woodbridge, New Jersey, and
Ronson Corporation of Canada, Ltd. of Mississauga, Canada, as well
as certain related assets of Ronson Corporation.  The sale price
for these assets is $11.1 million, payable in cash at closing
subject to various adjustments, $1.350 million of which is to be
held in escrow to secure the Company's indemnification obligations
for a period of twelve months and longer in specified events.

The Company expects the closing of the sale of the consumer
products division to occur later this week and the sale of the
aviation division to occur later this month.

                   About Ronson Corporation

Somerset, New Jersey-based Ronson Corporation (Pink Sheets: RONC)
-- http://www.ronsoncorp.com/-- is the parent company of three
operating units: Ronson Aviation, Inc., an aircraft fueling and
servicing company; Ronson Consumer Products Corp., a maker and
distributor of Ronsonol lighter fluid and various other lighter
accessories; and Ronson Corporation of Canada Ltd., which markets
the company's products throughout Canada. The company is engaged
in a series of asset sales as a condition of a forbearance
agreement with its primary lender Wells Fargo Bank, NA.

At September 30, 2009, the Company had $15,333,000 in total assets
against total current liabilities of $16,516,000, long-term debt
of $13,000, other long-term liabilities of $1,724,000, and other
long-term liabilities of discontinued operations of $494,000,
resulting in $3,414,000 in stockholders' deficiency.

At September 30, 2009, the Company had both a deficiency in
working capital and a stockholders' deficit.  In addition, the
Company was in violation of certain provisions of certain short-
term and long-term debt covenants at September 30, 2009 and
December 31, 2008.

The Company's losses and difficulty in generating sufficient cash
flow to meet its obligations and sustain its operations, as well
as existing events of default under its credit facilities and
mortgage loans, raise substantial doubt about its ability to
continue as a going concern.


RSG FAMILY: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: The RSG Family Limited Partnership - Gordon River
          dba Gordon River Apartments
          aka The RSG Family Limited Liability Limited Parthership
          fdba River Park East
        402 11th Street North
        Naples, FL 34102

Bankruptcy Case No.: 10-01843

Chapter 11 Petition Date: January 28, 2010

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

Debtor's Counsel: Scott A. Stichter, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 E. Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  Email: sstichter.ecf@srbp.com

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

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

A list of the Company's 14 largest unsecured creditors is
available for free at:

             http://bankrupt.com/misc/flmb10-01843.pdf

The petition was signed by Ronald L. Glas.


RUBICON US: Adds Two Commercial Properties Into Bankruptcy Case
---------------------------------------------------------------
John Gillie at The News Tribune reports that two office building
complex at 1949 and 2121 S. State Street were added to the list of
commercial properties in the bankruptcy case of Rubicon US REIT.

The two buildings house workers from the Department of Social and
Heath Services, Division of Juvenile Rehabilitation, Child Support
Enforcement and Vocational Rehabilitation, Mr. Gillie notes.

Based in Chicago, Illinois, Rubicon US REIT Inc. and its
affiliates filed for Chapter 11 protection on January 20, 2010
(Bankr. D. Del. Lead Case No. 10-10160).  Stephen W. Spence, Esq.,
at Phillips, Goldman & Spence, represents the Debtors.  In its
petition, the Debtors listed both assets and debts of between
$100 million and $500 million.


SIX FLAGS: Court Appoints Warren S. Smith as Fee Examiner
---------------------------------------------------------
Bankruptcy Judge Christopher Sontchi appointed Warren H. Smith &
Associates as Fee Examiner for Six Flags Inc.'s Chapter 11 cases
effective nunc pro tunc as of January 26, 2010.

As Fee Examiner, Warren Smith will:

* Review in detail interim fee application requests and final
   fee applications filed with the Court by Applicants in the
   Debtors' Chapter 11 Cases pursuant to sections 330 and 331 of
   the Bankruptcy Code.  To the extent reasonably practicable,
   the Fee Examiner will avoid duplicative review when reviewing
   final fee applications comprised of Interim Fee Application
   Requests that have already been reviewed by the Fee Examiner.

* During the course of its review, the Fee Examiner may review
   any filed documents in the Chapter 11 Cases and will be
   responsible for general familiarity with the docket in the
   Chapter 1l Cases.  The Fee Examiner will be deemed to have
   filed a request for notice of papers filed in the Chapter 11
   Cases pursuant to Rule 2002 of the Federal Rules of
   Bankruptcy Procedures.  The Fee Examiner will be served with
   all those papers.

* If the Fee Examiner has any questions, issues or disputes
   regarding an Interim Fee Application Request, the Fee
   Examiner will communicate the questions, issues or
   disputes in writing to the Applicant within 30 days after the
   latter of (a) the due date of that Interim Fee Application
   Request or (b) service upon the Fee Examiner of the Interim
   Fee Application Request.

* Any Applicant who has received an Initial Report may respond
   to questions, issues or disputes raised in the Initial
   Report, within 10 days after the date of the Initial Report,
   by serving upon the Fee Examiner via e-mail a response.

* The Fee Examiner will file with the Court a final report
   with respect to each Interim Fee Application Request within
   the latter of: (a) 30 days after the date of the Initial
   Report or (b) twenty 20 days after the receipt of a
   response to the Initial Report.

* Any of the periods set forth may be extended by the mutual
   consent of the Fee Examiner and the Applicant.

* The Fee Examiner will serve each Final Report upon the
   affected Applicant and the Notice Parties.  The Final Report
   will be in a format designed to opine whether the requested
   fees and expenses of the Applicant meet the applicable
   standards of section 330 of the Bankruptcy Code.

* Within 15 days after the date of the Final Report, the
   affected Applicant may file with the Court a response to the
   Final Report.  The response will be served upon the Notice
   Parties.  Hearings on all Interim Fee Application Requests
   for an Interim Fee Period will be scheduled by the Court in
   consultation with the Debtors' counsel after either the Fee
   Examiner has filed Final Reports for all Interim Fee
   Application Requests for the period or has expressly stated
   that the hearing will go forward without all the Final
   Reports being filed.

* Should an Applicant fail to meet one or more deadlines for
   the review of an Interim Fee Application Request, and, in the
   sole discretion of the Fee Examiner, the Applicant's failure
   to meet these deadlines does not allow sufficient time for
   the review process to be completed, the Interim Fee
   Application Request will be heard at a subsequent hearing
   date.

* The Fee Examiner will be available for deposition and
   cross-examination by the Debtors, the Official Committee of
   Unsecured Creditors, the Office of the United States Trustee
   and other interested parties consistent with Rule 706 of the
   Federal Rules of Evidence.

The fees and expenses of the Fee Examiner will be subject to
application and review pursuant to Rule 706(b) of the Federal
Rule of Evidence, and will be paid from the Debtors' estates as
an administrative expense under Section 503(b)(2) of the
Bankruptcy Code.  The total fees paid to the Fee Examiner for its
services in accordance with this Order will be charged at the
ordinary hourly rate of the Fee Examiner for services of this
nature.

                           About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SIX FLAGS: Plan Voting Deadline Moved to February 19
----------------------------------------------------
Judge Christopher S. Sontchi of the United States Bankruptcy
Court for the District of Delaware amended a prior order in Six
Flags Inc.'s cases to effectively move the Plan Voting Deadline
from January 28, 2010, to February 19, 2010.

In view of this, Judge Sontchi directed the Debtors or any other
party-in-interest not to object to any valid and proper voting
ballot submitted not later than February 19 by any holder of an
SFI Unsecured Claim as of January 20, 2010, subject to the
Debtors' receipt of reasonably satisfactory evidence that the
ballot is not duplicative of a previously submitted ballot on
account of that claim.

Furthermore, Judge Sontchi ruled:

* A motion to designate a voting ballot which is submitted
   to the Voting Agent by January 28, 2010 must be filed with
   the Court and served on or before February 1, 2010 on:

     (a) The Debtors

     (b) Akin Gump Strauss Hauer & Feld LLP
         Counsel - The Majority Backstop Purchasers
         One Bryant Park, New York
         Attn: Ira S. Dizengoff, Esq. and Shaya Rochester, Esq.

     (c) Brown Rudnick LLP
         Counsel - Official Committee of Unsecured Creditors
         One financial Center
         Boston, Massachusetts
         Attn: Steven B. Levine, Esq.

     (d) White & Case LLP
         Counsel - Ad Hoc Committee of Certain SFI Notes Claims
         Wachovia Financial Center, Suite 4900
         Miami, Florida
         Attn: John K. Cunningham, Esq.

     (e) Simpson Thacher & Bartlett LLP
         425 Lexington Avenue
         New York
         Attn: Ken Ziman, Esq.

   The Court will hear any timely-filed Designation Motion at
   the omnibus hearing on February 19 at 11:00 a.m., Eastern
   Time.

* A motion to designate a voting ballot which is submitted
   to the Voting Agent after the January 28, 2010, through the
   February 19, 2010, must be filed with the Court and served on
   or before February 24, 2010. The Court will hear any timely-
   filed Supplemental Vote Designation Motion on
   February 26, 2010.

                          Six Flags Plan

In broad terms, the Plan, as thrice amended, envisions new debt
financing and a rights offering that will repay the existing
secured debt in full, while allowing enhanced recoveries for
senior unsecured noteholders at both the Six Flags Inc. and Six
Flags Operations Inc. levels.  In this general sense, the Plan
incorporates the central features of an alternative plan put
forward by a committee of noteholders and the group has indicated
it will support the Plan.

The Plan provides for a recovery of 100.0% to holders of SFTP
Prepetition Credit Agreement Claims, a 100% recovery for the
holders of all Other Secured Claims, a 100% recovery for the
holders of Unsecured Claims against all Debtors other than SFO and
SFI, 31.2% to 47.1% to holders of SFO Unsecured Claims, 3.2% to
4.8% to holders of SFI Unsecured Claims, and no recovery for
holders of Funtime, Inc. Claims, Subordinated Securities Claims
and Preconfirmation Equity Interests in SFI.

A full-text copy of the disclosure statement to the third amended
reorganization plan is available for free at:

   http://bankrupt.com/misc/SixFlags_3rdAmndd_DiscStatement.pdf

                           About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SIX FLAGS: Provides More Info. on $830 Mil. Exit Facility
---------------------------------------------------------
Six Flags, Inc., in a regulatory filing with the United States
Securities and Exchange Commission dated January 21, 2010,
provided additional information to potential lenders in
connection with the $830,000,000 exit credit facility.

The Additional Information contains certain non-GAAP financial
measures.  The reconciliation of those non-GAAP financial
measures to the closest equivalent items presented in accordance
with generally accepted accounting principles in the United
States is contained in the Form 8-K of Six Flags, Inc. filed with
the Securities and Exchange Commission on January 7, 2010, Six
Flags' general counsel, James M. Coughlin, said.  The Additional
Information contains forward-looking statements and includes
cautionary statements identifying important factors that could
cause actual results to differ materially from those anticipated,
Mr. Coughlin added.

A full-text copy of the additional information in connection with
the $830,000,000 exit financing for SFTP is available for free at:

                http://ResearchArchives.com/t/s?4df0

                           About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SIX FLAGS: SFO Noteholders Don't Represent Committee Members
------------------------------------------------------------
Judge Christopher S. Sontchi issued a Memorandum of Opinion as a
follow through to his January 11, 2010 Order denying motion of the
Official Committee of Unsecured Creditors in Six Flags Inc.'s
cases to compel an ad hoc group of holders of notes issued by Six
Flags Operating Inc. to comply with Rule 2019 of the Federal Rules
of Bankruptcy Procedure.

Judge Sontchi clarifies that, in its plain meaning, a committee
is a body of two or more people appointed for some special
function by and usually out of a larger body.  The use of the
word "appointed" clearly contemplates some action be taken by the
larger body, Judge Sontchi notes.  Thus, a self appointed subset
of a larger group -- whether it calls itself an informal
committee, an ad hoc committee or a body by some other name --
simply does not constitute a committee under the plain meaning of
the word, Judge Sontchi explains.

In order for a group to constitute a committee under Rule 2019,
it would need to be formed by a larger group either by consent,
contact or applicable law -- not by "self help," Judge Sontchi
opines.

Judge Sontchi further states that the meaning of "represent," is:
"take the place of (another); be a substitute in some capacity
for; act or speak for another by a deputed right." A deputed
right is one that is assigned to another person.  Thus, the plain
meaning of "represent" contemplates an active appointment of an
agent to assert deputed rights.  It is black letter law that a
person cannot establish itself as another's agent that it may
bind the purported principal without that principal's consent
unless the principal ratifies the agent's actions.  Thus, under
the plain meaning of the phrase "a committee representing more
than one creditor," a committee must consist of a group
representing the interests of a larger group with that larger
group's consent or by operation of law, Judge Sontchi adds.

As the SFO Noteholders Informal Committee does not represent any
persons other than its members either by consent or operation of
law, it is not a "committee" under Rule 2019 and, thus, its
members need not make the disclosures required under the rule,
Judge Sontchi stresses.

                           About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SMART MODULAR: Moody's Affirms Corporate Family Rating at 'B1'
--------------------------------------------------------------
Moody's Investors Service affirmed SMART Modular Technologies,
Inc.'s corporate family rating at B1 and revised its ratings
outlook to stable from negative.  The stabilization of the ratings
outlook reflects recent debt repurchase (32% of its total
outstanding debt) and expectations of continued improvement in
financial results and credit metrics.  Additionally, the stable
ratings outlook incorporates Moody's view that SMART will maintain
an adequate liquidity profile over the near-term supported by its
relatively large unrestricted cash balance, breakeven free cash
flows and removal of its financial covenant issue overhang.

Despite still challenging economic conditions, over the last few
quarters SMART has demonstrated modest sequential revenue growth,
while improving its profitability and EBITDA levels.  Further, due
to debt pay down, debt leverage has decreased to roughly 1.9x and
interest coverage (as measured by EBITDA / interest expense) has
improved to 3.9x.  In addition, Moody's expects that SMART will
continue to benefit from improving demand trends within several of
its key product markets including PC, networking and storage.  It
will also benefit from more stable pricing environment and a more
positive supply/demand balance within the DRAM market.

These ratings were affirmed:

* Corporate Family Rating -- B1
* Probability of Default Rating -- B1

This LGD point estimate was revised:

* $55 Million Senior Secured second lien notes to B1 (LGD3, 45%)
  from B1 (LGD3, 49%)

* Ratings outlook is stable

SMART's B1 CFR is supported by the company's low financial
leverage, good interest coverage, high levels of balance sheet
cash, and Moody's expectations for improved profitability, driven
by improved pricing and a more positive supply/demand balance
within the DRAM memory market.  The rating also reflects Moody's
expectation that SMART will continue to diversify its product mix
into a greater proportion of non-DRAM product segments including
continued investments in flash and solid state storage product
introductions.

Conversely, the rating is constrained by SMART's continued heavy
concentration within the volatile DRAM memory module market, which
is characterized by intensely competitive industry dynamics, rapid
technological changes, short product life cycles, at times
significant pricing pressure and generally wide fluctuations in
supply and demand.  The company is also exposed to a still
tentative enterprise spending environment, the potential for
declines in revenues and gross profit should pricing pressure
increase significantly or supply/demand balances in the DRAM
market turn negative and its significant levels of customer
concentration, albeit improved from historical proportions.
Moody's also notes that while the company has historically not
been reliant on external sources of liquidity, the company's
revolving credit facility is set to mature in April 2010.
However, Moody's expects that SMART will renew its revolver, which
could benefit Moody's view of the company's liquidity profile.

The last rating action was on October 7, 2008, when Moody's
revised SMART's ratings outlook to negative from stable,
downgraded the senior secured second lien notes rating to B1 from
Ba3 and affirmed the corporate family rating at B1.

SMART Modular Technologies, Inc., headquartered in Newark,
California and incorporated in the Cayman Islands, is a leading
independent manufacturer of specialty memory modules, solid state
storage products such as embedded flash and solid state drives
(SSD), that are sold to OEMs.  The company's products are used for
a variety of applications in the computing, networking,
communications, printers, storage and industrial markets globally.
Revenues and EBITDA for last twelve months ended November 27, 2009
were $424 million and $36 million, respectively.


SMART MODULAR: S&P Raises Rating on $125 Mil. Notes to 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its issue-level
rating and revised the recovery rating upward on SMART Modular
Technologies Inc.'s $125 million senior secured second priority
floating-rate notes.  S&P raised the issue-level rating on the
second-priority notes to 'BB+' (two notches above the company's
corporate credit rating) from 'BB-'.  At the same time, S&P
revised the recovery rating on the notes to '1' from '3'.  The '1'
recovery rating indicates expectations for very high (90%-100%)
recovery in the event of a payment default.

The upgrade to the issue-level rating was a result of the improved
recovery prospects, which reflected less estimated debt at default
due to continued debt repayments, and a slightly improved
enterprise valuation.  The company has repaid approximately
$25 million more of their second-priority notes from the time of
S&P's last published analysis, leaving only $55.1 million
outstanding.  Positive EBITDA trends and improvements over the
past few months also caused us to raise the company's valuation
modestly.

SMART's 'BB-' corporate credit rating and stable outlook remain
unchanged.

                           Ratings List

               SMART Modular Technologies (WWH) Inc.

         Corporate Credit Rating            BB-/Stable/--

                   Upgraded; Recovery Rating Revised

                                         To                From
                                         --                ----
   Senior Secured $125 million second-
   priority floating-rate notes          BB+               BB-
      Recovery Rating                    1                 3


SMURFIT-STONE: Claimant Cries Fraud in Handling of Claims
---------------------------------------------------------
Henry L. Fernandez, Jr., an unsecured creditor, asks the Court
not to approve Smurfit-Stone Container's Chapter 11 Plan of
Reorganization.  He argues that his status is not clear under the
Plan but he assumes that he has an unsecured claim under Class 1D.

Mr. Fernandez notes that the status of his claim is not clear,
whether it is allowed, disallowed or disputed.

He tells the Court that he thinks the Debtors engaged in fraud in
handling his claims because:

  -- the Debtors have no legitimate basis to deny his claims
     for injuries that he sustained while working as an employee
     of the Debtors;

  -- the Debtors acted in a discriminatory manner towards him;

  -- the Debtors used his affiliations with an international
     union as a basis to withhold benefits to which he was
     otherwise entitled, by way of the Collective Bargaining
     Agreement between the Debtors and the Union; and

  -- it has come to his attention that the Debtors have either
     settled or continued to pay claims that were either junior
     to his claims or otherwise legally inferior to his claims.

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and US$5.582
billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Court Approves Disclosure Statement to Plan
----------------------------------------------------------
Judge Brendan L. Shannon of the United States Bankruptcy Court
for the District of Delaware opined that the Disclosure Statement
explaining Chapter 11 Plan of Reorganization of Smurfit-Stone
Container Corporation and its debtor affiliates contains "adequate
information" within the meaning of Section 1125 of the Bankruptcy
Code on January 29, 2010.

The Court overruled all objections to the Disclosure Statement
that have not been withdrawn or otherwise resolved, including an
objection submitted by Ontonagon County Historical Society and
those made by shareholders and public officials in Montana and
Michigan, where the Debtors closed factories after the Petition
Date.

As previously reported, the Debtors received objections to the
Disclosure Statement from more than 20 parties-in-interest.  The
Debtors subsequently filed an omnibus response to the Disclosure
Statement Objections and submitted a chart listing their specific
responses to each Objecting Parties' objections.  To reflect
certain minor revisions, the Debtors submitted an amended
Objection Response Chart on January 28, 2010, a blacklined copy
of which is available for free at:

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

Before the Court entered the Disclosure Statement Order, the
Debtors submitted notices of further proposed revisions to the
Plan and Disclosure Statement and blacklined versions of the Plan
and Disclosure Statement reflecting those changes on January 29.

Among the January 29 revisions are:

  (1) The inclusion of a provision, stating that a newly formed
      Smurfit-Stone company will be allowed to buy the Debtors'
      assets in certain of the Canadian Debtor subsidiaries if
      their unsecured creditors vote not to accept the Plan.
      The Canadian New Company will be a partnership existing
      under the laws of Ontario and formed for the purchase of
      the Canadian Assets.

  (2) The addition of a provision, stating that Industrial
      Revenue Bond Claims and Hodge Industrial Revenue Bond
      Claims will have the opportunity to make a certain "Cash-
      Out Election."  Each eligible participant will be able to
      indicate on its Ballot the percentage amount of its
      Allowed Claim that it would be willing to receive in cash
      in exchange for its Allowed Claim.

  (3) The disclosure of the amount of awards given to
      participants of the Debtors' management incentive plan for
      2009.

The blacklined versions of the Smurfit-Stone Plan and Disclosure
Statement with revisions dated January 29 are available for free
at:

          http://bankrupt.com/misc/SmrftBlckPlan2.pdf
          http://bankrupt.com/misc/SmrftBlckDS2.pdf

With the approval of the adequacy of the Disclosure Statement,
the Debtors are consequently permitted by the Court to solicit
acceptances of the Plan.

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

At the Disclosure Statement hearing, Judge Shannon also granted a
request made by shareholders for the Debtors to provide a more
precise estimate of their debt.  The Court, however, rejected the
shareholders' request for the Debtors to disclose details about
any potential sale of substantially all of their assets.

Dick King, Missoula Area Economic Development Corp.'s president
and chief executive officer, revealed to The Missoulian that a
group of investors is forming a corporation that might be able to
make an offer on a Smurfit-Stone plant in the Montana or Michigan
area.

MAEDC is based in Montana where the Debtors effected some plant
closings, and where residents are a buyer will emerge to acquire
the plants and keep those plants open.

Representing MAEDC, Robbin Itkin, Esq., at Steptoe & Johnson LLP,
a California-based law firm, said in an interview with The
Missoulian, "We do think it was very positive for our attempt to
obtain financial information, which has been the goal, and to
commence the flow of communication."

               Disclosure Statement Objections

Twenty-two parties-in-interest filed objections to the Debtors'
disclosure statement explaining their amended Joint Plan of
Reorganization and Plan of Compromise and Arrangement.

Objecting Parties are:

  -- Mark W. Mayer, Larry C. Welsh, and Brandi Young;
  -- Maricopa County Treasurer;
  -- The Metropolitan Government of Nashville and Davidson
     County;
  -- The Flower Garden LLC;
  -- Matthew Gould;
  -- Parsons Electric LLC;
  -- Maertens-Brenny Construction Company;
  -- The Ace Group of Companies;
  -- De Lage Landen Financial Services, Inc.;
  -- Aurelius Capital Management LP and Columbus Hill Capital
     Management L.P.;
  -- Bond Safeguard Insurance Co. and Lexon Insurance Co.;
  -- Manufacturers and Traders Trust Company;
  -- The Holt Group;
  -- U.S. Bank Trust National Association;
  -- Mariner Investment Group LLC and Senator Investment Group
     LP;
  -- Fir Tree, Inc., P. Schoenfeld Asset Management LP, Smith
     Management LLC, Venor Capital Management LP, and Aurelius
     Capital Management LP;
  -- General Beneficial LP & Vincent Rhynes;
  -- Specialty Construction Products Ltd.;
  -- Missoula Area Economic Development Corporation;
  -- Attorney General of the State of Montana;
  -- the County of Ontonagon; and
  -- James D. Taylor

"Not surprisingly, the three most voluminous objections to the
Disclosure Statement were filed by parties who either are not
entitled to vote on the Plan or have made claims that they intend
to vote against the Plan regardless of the contents of the
Disclosure Statement," counsel for the Debtors, James F. Conlan,
Esq., at Sidley Austin LLP, in Chicago, Illinois, responded to the
objections.

He notes that two of the Objections are by groups purporting to
represent equity holders not entitled to receive a recovery under
the Plan, and the third is by Aurelius and Columbus Hill, who
have made clear their intention to object to the Plan.

A chart listing the Debtors' specific responses to each Objecting
Parties' objections is available for free at:

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

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Provides Details to $1.85BB Exit Financing
---------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated January 15, 2010, Smurfit-Stone Container
Corporation disclosed that it provided certain prospective
lenders a presentation on financial and other matters relating to
SSCC's potential emergence from Chapter 11 protection.

As previously reported, SSCC will obtain $1.85 billion in debt
financing, consisting of a six-year $1.2 billion loan and
$650 million asset-based revolving loan, to pay creditors.

As a result, the Debtors expect to reduce its debt from
$2.9 billion to $1.1 billion, and to cut approximately 600 jobs in
2010.

A copy of SSCC's presentation is available for free at:

                   http://tinyurl.com/yhq7725
                   http://tinyurl.com/yfwlbyg

On January 20, 2010, Moody's Investors Service assigned a
provisional (P)B2 rating to Smurfit-Stone Container Enterprises,
Inc.'s proposed $1.2 billion six-year term loan credit facility.
Moody's also assigned provisional (P)B2 corporate family and
probability of default ratings to SSCE.  The outlook for the
ratings is stable.

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SOLID ROCK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Solid Rock Christian Center, Inc.
        6720 East Raines Road
        Memphis, TN 38115

Bankruptcy Case No.: 10-20948

Chapter 11 Petition Date: January 28, 2010

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: George W. Emerson Jr.

Debtor's Counsel: John E. Dunlap, Esq.
                  1684Poplar Ave
                  Memphis, TN 38104
                  Tel: (901) 726-6770
                  Fax: (901) 726-6771
                  Email: jdunlap00@gmail.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 $7,187,700,
and total debts of $3,226,100.

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

             http://bankrupt.com/misc/tnwb10-20948.pdf

The petition was signed by William E. Anderson Jr., pastor of the
Company.


SONIC AUTOMOTIVE: S&P Raises Corporate Credit Rating to 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services said it has raised its
corporate credit rating on Sonic Automotive Inc. to 'B+' from
'CCC+'.  At the same time, S&P raised its ratings on Sonic's
senior unsecured and subordinated debt.  The ratings were removed
from CreditWatch, where they had been placed on Sept. 16, 2009,
with positive implications.  The outlook is stable.

The upgrade reflects S&P's opinion that completion of the
refinancing of Sonic's secured credit facility alleviates near-
term refinancing risks because the facility was set to expire in
February 2010.  This positive development follows the company's
2009 financial transactions -- a $266 million common equity
offering and $172.5 million offering of 5.0% convertible senior
notes due Oct. 1, 2029 -- that slightly reduced leverage because
proceeds were used to reduce debt, including debt with near-term
puts or maturities.

"The upgrade also reflects S&P's belief that Sonic's EBITDA and
cash flow generation have begun increasing from their recent
lows," said Standard & Poor's credit analyst Nancy Messer.  In
S&P's opinion, Sonic's ability and willingness to stabilize EBITDA
margins through aggressive cost initiatives, as well as signs of
stabilizing new-vehicle demand, will enable the company's credit
profile to become consistent with the current rating.

The ratings on Sonic reflect the company's aggressive financial
risk profile, including substantial debt leverage -- despite
recent debt reductions -- moderate cash flow protection measures,
and a fair business risk profile as one of several large
consolidators in the highly competitive U.S. auto retailing
industry.  Sonic operates dealership franchises in 15 states,
predominately in the Southeast, West, and Southwest.  More than
80% of Sonic's total new-vehicle revenue comes from import and
luxury vehicles that tend to have a fairly loyal customer base for
vehicle maintenance.  In this downturn, all the large auto
retailers, including Sonic, are depending on their diverse revenue
streams to mitigate lower vehicle revenues.

S&P believes Sonic will face weak U.S. economic conditions in
2010, and S&P expects new light-vehicle sales to rise only 8% this
year, to 11.2 million units.  This is well below the 16.1 million
units sold in 2007 but an improvement over the 2009 level of
10.4 million units.  Retailers relied on the variable nature of
their cost structures to reduce margin erosion as their revenues
shrank in the downturn.

The stable outlook reflects S&P's assumption that the company's
improved cost structure and control systems, in combination with a
diverse revenue stream and resilient brand mix, will enable the
credit profile to become consistent with the rating, even if U.S.
light-vehicle sales rise only slightly this year.  S&P also
assumes the company will defer making large acquisitions until
lease-adjusted leverage begins to decline.  For the 'B+' rating,
S&P expects the company's lease-adjusted leverage to move toward
6x over the next two years through a combination of higher EBITDA
and some debt reduction.  S&P also expects the company to report
free cash flow during this period as a result of cost controls and
lower spending on capital investments.

S&P could raise the rating if S&P believed that Sonic could
continue to offset difficult auto sales with its revenue diversity
and focus on operating efficiencies, combined with generating
positive free cash and reducing debt, through 2010 and into 2011.
This could occur if the company's lease-adjusted leverage drops to
6x or less as a result of using free cash flow for permanent debt
reduction.  Leverage for the 12 months ended Sept. 30, 2009, was
6.8x.

S&P could lower the rating if S&P believed the company would not
report free cash flow in the year ahead -- perhaps because of a
high number of acquisitions and/or investment in dealer upgrades -
- and that adjusted leverage would remain near 6.5x or higher.
For example, S&P could lower the rating if S&P believed the
company's reported EBITDA would fall short of its 2010 assumption
of $150 million by 10% or more and debt would remain at current
levels such that adjusted leverage would remain above 6.5x.  This
could occur if the U.S. economy remains weak and the company is
unable to reduce its cost base to fit the reduced revenue.


SONY PICTURES: To Slash 6.5% of Work Force in Coming Weeks
----------------------------------------------------------
The Wall Street Journal's Ethan Smith reports Sony Corp.'s Sony
Pictures is planning to lay off about 450 employees, or 6.5% of
its current work force, in the next few weeks.  Mr. Smith points
to an email sent to Sony Pictures' staff on Monday.

According to the Journal, Co-Chairmen Michael Lynton and Amy
Pascal cited in the memo the challenges to their business that
have stemmed from digital technology, both legal and illegal-
including digital piracy and the impact of social-media services
that have sometimes undermined studios' marketing efforts.

The Journal relates majority of the layoffs are expected to hit
the studio's home-entertainment and information-technology
departments, but nearly all divisions -- including motion
pictures, television production, and corporate -- are expected to
feel an impact to some extent.  The Journal says most of the
layoffs are expected to fall in the U.S., and to take place during
the first week in March.  The memo indicated that affected
employees haven't yet been notified, the Journal says.

According to the Journal, before about 250 layoffs last Spring,
the studio's head count was around 7,000.  After the current round
is complete, the Journal continues, the head count will stand at
around 6,300, a reduction of 10%.  In addition, the studio will
not fill about 100 jobs that are currently open.

The Journal reports that according to Adams Media Research, DVD
sales in the U.S. declined 13% in 2009, to $8.73 billion.  The
Journal relates that put a major dent in studios' bottom line,
despite a 10% surge in domestic box-office receipts to $9.87
billion.  That made 2009 the first time since 2002 that theatrical
revenues in the U.S. outpaced home-video sales, the Journal says.

                        About Sony Pictures

Sony Pictures Entertainment -- http://www.sonypictures.com/-- is
a subsidiary of Sony Corporation of America, a subsidiary of
Tokyo-based Sony Corporation.  SPE's global operations encompass
motion picture production and distribution; television production
and distribution; digital content creation and distribution;
worldwide channel investments; home entertainment acquisition and
distribution, operation of studio facilities; development of new
entertainment products, services and technologies; and
distribution of filmed entertainment in more than 130 countries.


SPANSION INC: Committee Demands Documents From Noteholders
----------------------------------------------------------
The Official Committee of Unsecured Creditors in Spansion Inc.'s
cases seeks entry of an order compelling the Ad Hoc Consortium of
Floating Rate Noteholders to respond to certain document requests.

In connection with the Debtors' Second Amended Disclosure
Statement dated December 16, 2009, the Committee requested that
the Consortium produce certain documents, including, among other
things, communications by, between or among, the current and
former members of the Consortium regarding the various iterations
of the Debtors' plan of reorganization and disclosure statement.
According to the Debtors, despite their patent relevance to the
confirmation of the Plan, the Consortium has refused to search
for and produce any documents from the files of any current and
former members of the Consortium on the grounds that those
Document Requests are "overly broad," "unduly burdensome," and
"not relevant and/or not reasonably calculated to lead to the
discovery of admissible evidence."

The Committee asserts that the Document Requests:

  (i) are highly relevant to the Committee's claims that the
      FRNs are receiving in excess of 100% of their claims
      against the Debtors; and

(ii) are clearly reasonably calculated to lead to discovery of
      admissible evidence.

According to the Committee, current or former members of the
Consortium may possess documents concerning the value to be
received by the FRNs under the Plan.  Any document may provide
key admissions and evidence by former or current Consortium
members regarding possible payment to FRNs in excess of 100% of
their claims, the Committee maintains.

                        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 Takes Deposition of Debtors
---------------------------------------------------
Pursuant to Rule 30 of the Federal Rules of Bankruptcy Procedure,
the Official Committee of Unsecured Creditors notified the Court
that it will take a deposition of Spansion Inc. together with its
affiliated Debtors.  The Deposition was scheduled to take place at
the offices of Paul, Hastings, Janofsky & Walker LLP, in Los
Angeles, California, on January 25, 2010, at 9:30 a.m.

The Deposition will be taken upon oral examination pursuant to
the Federal Rules of Bankruptcy Procedure, before a court
reporter, notary public, or other person authorized by law to
administer oaths, will be recorded by stenographic, sound or
visual means.

The topics for Deposition include, among other things:

  (a) the Debtors' responses to the Committee's second set of
      requests for production of documents directed to the
      Debtors;

  (b) the proposed settlement of the Spansion Japan Limited
      Administrative Claim;

  (c) the allegations in the SJL Settlement Approval Motion;

  (d) the negotiations by, between or among, the Debtors, the
      Debtors' retained professionals, SJL, or its counsel or
      financial advisors, or any other persons, concerning the
      proposed settlement with SJL Administrative Claim; and

  (e) the potential or anticipated value, benefit or gain to
      Debtors from the purchase of SJL's Kawasaki Business.

A complete list of the topics for Deposition is available for
free at:

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

                    N. Richardson Deposition

In a separate filing, the Committee informed the Court that it
was scheduled take the deposition upon oral examination of Nancy
Richardson last January 22, 2010, at the offices of Paul,
Hastings, Janofsky & Walker LLP, in New York.  The deposition was
be recorded by stenographic means, with rights to videotape the
deposition reserved.

The Committee requested, among other things, that Ms. Richardson
produce documents concerning the Motion of Debtors for Order
Approving Stipulation Between the Debtors and Samsung Electronics
Co., Ltd., with respect to Plan Treatment of Patent litigation
claims and continuation of Patent Litigation.

                        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: SJL Deadline for Foundry Election Extended
--------------------------------------------------------
Bankruptcy Judge Kevin Carey has extended Spansion Japan Limited's
deadline to file any election under Section 365(n) of the
Bankruptcy Code with respect to the Foundry Agreement through
January 29, 2010.

Spansion Japan asked the Court to extend its deadline from
January 4, 2010, to February 11, 2010, or a later date as the
Court may hold a hearing to consider confirmation of the Debtors'
proposed Chapter 11 plan of reorganization.

As previously reported, the Court, on November 19, 2009, entered
an order granting the motion of the Debtors authorizing their
rejection of the Second Amended and Restated Foundry Agreement
with Spansion Japan Limited.  The Rejection Order provides, among
others, that Spansion Japan must file any election under Section
365(n) of the Bankruptcy Code with respect to the Foundry
Agreement on or before January 4, 2010, and serve that election
upon counsel to the Debtors, the Official Committee of Unsecured
Creditors and the Ad Hoc Consortium of Noteholders.

Gregory A. Taylor, Esq., at Ashby & Geddes, P.A., in Wilmington,
Delaware, counsel to Spansion Japan, relates that at the time the
Rejection Order was entered, other Spansion Japan-related issues
were set to be heard on dates well in advance of the January 4,
2010 date and the confirmation process was supposed to be
completed shortly thereafter.  Among the issues are:

  (a) Motion of Spansion Japan Limited for entry of an order
      allowing certain of its claims as Administrative
      Expenses and directing their payment;

  (b) Motion of GE Financial Services Corporation for allowance
      and payment of Administrative Expense Claim were set to be
      heard on December 15, 2009;

  (c) The Debtors' motion determining and estimating amount of
      Administrative Expense Claim of Spansion Japan relating to
      manufacture of Integrated Flash Memory Circuits was set
      for hearing on December 2, 2009.

In addition, the commencement of the confirmation hearing was
scheduled for January 7, 2010, and the objection deadline to the
confirmation of the plan was set for January 4, 2010.  According
to Mr. Taylor, by January 4, 2010, it was expected that the
parties would have either reached a global resolution or not, and
accordingly, Spansion Japan would have had a full understanding
of the impact that election would have had on its business going
forward.  At this stage, however, Mr. Taylor notes, none of these
issues have been adjudicated and the parties' continuing
relationship has yet to be determined.  As a result of the
current posture of the Debtors' cases, Spansion Japan avers that
extending the date by which it must make its election under
Section 365(n) of the Bankruptcy Code is warranted.

"A modest extension of the election deadline in this case will
not prejudice the Debtors or their estates in any way, and
comports with Spansion Japan's understanding at the time it
agreed to the January 4, 2010 date that, prior to making its
election, it would have a better understanding of where Spansion
Japan stood with regard to the Debtors and their businesses going
forward," Mr. Taylor says.  "Moreover, forcing a premature
election in this case is inconsistent with the statutory purpose
of preserving licensees' rights and would simply multiply
litigation among the parties and further burden this Court," he
adds.

                        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)


SPARTAN CONTRACTOR: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Spartan Contractor Supply Company, Inc.
          dba Spartan Sales
        P.O. Box 249
        Hillside, NJ 07205

Bankruptcy Case No.: 10-12829

Chapter 11 Petition Date: January 31, 2010

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Debtor's Counsel: John D. Kutzler, Esq.
                  Law Office of Buzby & Kutzler
                  1310 Avenue A
                  Manahawkin, NJ 08050
                  Tel: (800) 975-3336
                  Fax: (609) 978-7198
                  Email: johndkutzler@aol.com

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

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

According to the schedules, the Company has assets of $1,072,674,
and total debts of $2,911,059.

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

             http://bankrupt.com/misc/njb10-12829.pdf

The petition was signed by Donald R. Boresen, president of the
Company.


STANDARD PACIFIC: Annual Stockholder Meeting on May 12
------------------------------------------------------
Standard Pacific Corp. said its annual meeting of stockholders
will be held on Wednesday, May 12, 2010, at 10:30 a.m. local time
at the Company's corporate office at 26 Technology Drive, Irvine,
California 92618. 903579

Based in Irvine, California, Standard Pacific Corp. (NYSE: SPF) --
http://www.standardpacifichomes.com/-- one of the nation's
largest homebuilders, has built more than 108,000 homes during its
43-year history.  The Company constructs homes within a wide range
of price and size targeting a broad range of homebuyers.  Standard
Pacific operates in many of the largest housing markets in the
country with operations in major metropolitan areas in California,
Florida, Arizona, the Carolinas, Texas, Colorado and Nevada.  The
Company provides mortgage financing and title services to its
homebuyers through its subsidiaries and joint ventures, Standard
Pacific Mortgage, Inc. and SPH Title.

As of September 30, 2009, the Company had $2.068 billion in total
assets against $1.717 billion in total liabilities.

                           *     *     *

Standard Pacific Corp. carries 'Caa1' long term corporate family
and probability of default ratings from Moody's.  It has a 'CCC+'
issuer credit ratings from Standard & Poor's.  It carries a 'CCC'
long term issuer default rating from Fitch.


STARPOINTE ADERRA: U.S. Trustee Unable to Form Creditors Committee
------------------------------------------------------------------
The Office of the U.S. Trustee for Region 14 notified the U.S.
Bankruptcy Court for the District of Arizona that it was unable to
appoint an official committee of unsecured creditors in the
Chapter 11 case of Starpointe Aderra Condominiums, L.P.

The U.S. Trustee related that there was insufficient number of
unsecured creditors who have expressed interest in serving on the
committee.

The U.S. Trustee reserves the right to appoint the committee if
interest develop among the creditors.

Scottsdale, Arizona-based Starpointe Aderra Condominiums Limited
Partnership is an upscale community of 312 homes in 13 three-
storey buildings.  The Company filed for Chapter 11 bankruptcy
protection on December 29, 2009 (Bankr. D. Ariz. Case No. 09-
33625).  Warren J. Stapleton, Esq., at Osborn Maledon, assists the
Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


STEPHEN HILL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Stephen Hill
        127 E. Greenwood Avenue
        Lansdowne, PA 19050

Bankruptcy Case No.: 10-10732

Chapter 11 Petition Date: January 30, 2010

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Eric L. Frank

Debtor's Counsel: Rozalyn Landisburg, Esq.
                  Attorney at Law
                  3400 Red Lion Road, #45 B
                  Philadelphia, PA 19114
                  Tel: (610) 505-7575
                  Fax: (215) 677-2855
                  Email: lrozalyn7345@yahoo.com

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

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

According to the schedules, the Company has assets of $1,779,498,
and total debts of $1,801,220.

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

            http://bankrupt.com/misc/paeb10-10732.pdf

The petition was signed by Mr. Hill.


SUPERMEDIA INC: Moody's Assigns Corporate Family Rating at 'B3'
---------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and Caa1 Probability-of-Default Rating to SuperMedia Inc.
Additionally, Moody's assigned a B3 rating to SuperMedia's
$2.75 billion secured term loan facility due December 2015 and a
SGL-2 speculative grade liquidity rating.  SuperMedia's term loan
facility was entered into on December 31, 2009 to fund the
company's reorganization plan (which eliminated approximately
$6.5 billion of prepetition debt) and provide for $150 million of
cash upon emergence.  The outlook is stable.

The company's B3 CFR reflects the secular and cyclical pressures
impacting traditional directory publishing and a large interest
expense burden stemming from the company's emergence from
bankruptcy.  Over the intermediate term, Moody's anticipates weak
economic conditions, fragmentation of advertising spending across
various platforms and the competitive industry in which SuperMedia
operates will adversely impact SuperMedia's operating performance
resulting in significant margin erosion, increasing leverage (to
exceed 6x by fiscal 2012) and declining free cash flow generation
as interest expense remains high.  The one notch differential
between SuperMedia's CFR and PDR reflects Moody's view of an above
average family recovery rate and elevated default risks based on
declining EBITDA and high leverage.

The company's rating is supported by its position as the second
largest yellow pages publisher in the U.S. and the geographic
diversification of its operations.  In addition, benefits
associated with the Verizon brand (SuperMedia is the exclusive
official publisher of Verizon directories in markets in which
Verizon is the incumbent local exchange carrier) also support the
business.

The company's SGL-2 speculative grade liquidity rating is based on
Moody's expectation that SuperMedia will generate more than
$150 million of free cash flow over the next twelve months and has
no mandatory debt amortizations (there is a cash sweep of 67.5%).

Moody's anticipates that the company will be able to maintain a
cushion of more than 20% under its two financial maintenance
covenants (consolidated leverage ratio and interest coverage
ratio).

The stable rating outlook reflects Moody's expectation that
SuperMedia will maintain a cash balance of more than $150 million
given the absence of a revolving credit facility.

Moody's subscribers can find further details in the SuperMedia
Credit Opinion published on Moodys.com.

Ratings / assessments assigned:

SuperMedia Inc.

* Corporate family rating -- B3
* Probability-of-default rating -- Caa1
* $2.75 billion secured term loan -- B3 (LGD 3, 35%)
* Speculative grade liquidity rating -- SGL-2
* Outlook -- stable

Moody's downgraded Idearc's PDR to D on March 31, 2009, following
the company's announcement that it had filed a voluntary petition
for reorganization under Chapter 11 of the U.S. Bankruptcy Code.
Ratings were subsequently withdrawn.

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

SuperMedia Inc., headquartered in D/FW Airport, Texas, is the
second largest U.S. yellow pages publisher.  The company reported
revenues of $2.6 billion for the twelve months ended September 30,
2009.


SYLVAN FRIEDMAN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Sylvan Friedman
               Alynn R. Friedman
               103 Pelican Circle
               Oriental, NC 28571

Bankruptcy Case No.: 10-00600

Chapter 11 Petition Date: January 28, 2010

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtors' Counsel: David J. Haidt, Esq.
                  Ayers, Haidt & Trabucco, P.A.
                  PO Box 1544
                  New Bern, NC 28563
                  Tel: (252) 638-2955
                  Fax: (252) 638-3293
                  Email: davidhaidt@embarqmail.com

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

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

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

             http://bankrupt.com/misc/nceb10-00600.pdf

The petition was signed by the Joint Debtors.


TACO DEL MAR: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Taco Del Mar Franchising Corp.
        2414 SW Andover Street
        Suite D-101
        Seattle, WA

Bankruptcy Case No.: 10-10528

Debtor-affiliate filing separate Chapter 11 petition:

       Entity                                     Case No.
       ------                                     --------
Conrad & Barry Investments Inc.                    10-10529

About the Business: Founded in Seattle in 1992 by brothers James
                    and John Schmidt, Taco Del Mar is a quick-
                    service casual restaurant chain inspired by
                    southern Baja, Mexico and coastal beach shacks
                    known for serving some of the tastiest
                    burritos and tacos.  Today, Taco Del Mar
                    brings those craved Mexican flavors and
                    experience to more than 225 locations
                    throughout the U.S., Canada and Guam.




Chapter 11 Petition Date: January 22, 2010

Court: United States Bankruptcy Court
      Western District of Washington (Seattle)

Debtor's Counsel: Andrew J Liese
                  Karr Tuttle Campbell
                  1201 3rd Ave Ste 2900
                  Seattle, WA 98101
                  Tel: 206-223-1313
                  E-mail: aliese@karrtuttle.com

                  George S Treperinas, Esq.
                  Karr Tuttle Campbell
                  1201 3rd Ave Ste 2900
                  Seattle, WA 98101-3028
                  Tel: 206-223-1313
                  E-mail: gtreperinas@karrtuttle.com

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

Estimated Debts: $50,000,001 to $100,000,000

A copy of the Debtor's petition, together with the list of 20
largest unsecured creditors, is available for free at:

       http://bankrupt.com/misc/wawb10-10528.pdf

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Bulltrend Investments, LLC
c/o Brad Loyd
238 Cattail Bay
Windsor, CO 80550          Settlement Agreement
                           For $87,500,
                           payable at
                           $2,000/mo.             $77,500

Canada Revenue Agency
Revenue Collections
220 4th Ave SE, Rm 330
Calgary, AB T2G 0L1
CANADA                     GST taxes on
                           royalty revenue -
                           only on TDMFC's
                           half of the amount
                           collected              $105,325

City of Seattle--
Dept of Finance
Revenue & Consumer
Affairs
700 5th Avenue, Ste 4250
Seattle, WA 98124-4214     B&O Taxes for
                           King County. We
                           started being late
                           in 6/06, and no
                           payments since
                           then                    $95,290

David Huether              Two Loans to TDMFC      $86,875

Frye Museum Trust          Past due rent           $68,112

Graham & Dunn PC           legal services          $32,682

Hayward 880 LLC            Settlement              $92,000

Internal Revenue Service                           $81,182

James Schmidt              Loan                    $56,761

Key Bank                   credit card             $29,416

McGladrey & Pullen, LLP    Audit expenses          $28,849

Michael J Warren           legal services          $44,482

Patrick & Sharon Adams     $70,000 settlement      $35,000

Paul & Shahnaz Hendifar    Judgment entered        $125,417

Photocraft                 Printing materials      $27,731

Puerto Rico Treasury Dept. --                      $27,434

R/WEST                     Advertising             $83,119

RNM Lakeville, LLC         Settlement Agreement
                             (Contingent)          $80,000

State of Hawaii            Excise Taxes            $32,591

Suzanne Todd               Service of Demand
                           for Arbitration
                           (Disputed)              $500,000

The petition was signed by Larry, Destro, president of Taco Del
Mar.


TELOGY LLC: Section 341(a) Meeting Scheduled for Feb. 26
--------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in Telogy, LLC, et al.'s Chapter 11 case on February 26, 2010, at
10:30 a.m.  The meeting will be held at J. Caleb Boggs Federal
Building, 844 King Street, 2nd Floor, Room 2112, Wilmington,
Delaware 19801.

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

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

Union City, California-based Telogy, LLC, filed for Chapter 11
bankruptcy protection on January 24, 2010 (Bankr. D. Delaware Case
No. 10-10206).  Donald J. Bowman, Jr., Esq.; Matthew Barry Lunn,
Esq.; and Robert F. Poppiti, Jr., Esq., at Young, Conaway,
Stargatt & Taylor, LLP, assist the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $50,000,001 to $100,000,000 in liabilities.

The Company's affiliate, e-Cycle, LLC, filed a separate Chapter 11
bankruptcy petition.


TELOGY LLC: Gets Court's Nod to Hire Epiq as Claims Agent
---------------------------------------------------------
Telogy, LLC, et al., sought and obtained permission from the Hon.
Mary F. Walrath of the U.S. Bankruptcy Court for the District of
Delaware to employ Epiq Bankruptcy Solutions, LLC, as claims,
notice and balloting agent.

Epiq will, among other things:

     a. assist the Debtors in analyzing and reconciling proofs of
        claim filed against the Debtors' estates;

     b. assist the Debtors with balloting in connection with any
        proposed Chapter 11 plan;

     c. create and maintain official claims registers; and

     d. provide access to the public for examination of copies of
        the proofs of claim or interest without charge during
        regular business hours.

Epiq will be paid for its services based on its agreement with the
Debtors.  A copy of the agreement is available for free at:

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

Daniel C. McElhinney, the executive director of Epiq, assures the
Court that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Union City, California-based Telogy, LLC, filed for Chapter 11
bankruptcy protection on January 24, 2010 (Bankr. D. Delaware Case
No. 10-10206).  Donald J. Bowman, Jr., Esq.; Matthew Barry Lunn,
Esq.; and Robert F. Poppiti, Jr., Esq., at Young, Conaway,
Stargatt & Taylor, LLP, assist the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $50,000,001 to $100,000,000 in liabilities.

The Company's affiliate, e-Cycle, LLC, filed a separate Chapter 11
bankruptcy petition.


THAYER POWER: Has $2.1 Mil. Bid for Substantially All Assets
------------------------------------------------------------
Subject to higher and better offers, Thayer Power and
Communication Line Construction Company, Inc., will ask the
Honorable Thomas P. Agresti to approve a sale of substantially all
of its assets (including all tangible personal property, including
all furniture, equipment, inventory, accounts receivable, prepaid
expenses and deposits, certain executory contracts and unexpired
leases, all data and records, all intangible rights and property,
intellectual property, rights under any non-disclosure,
confidentiality, and non-compete or non-solicitation agreements,
all Debtor- owned vehicles and James Thayer owned vehicles) for
$2,100,000 in cash, based upon the Debtor's Balance Sheet as of
September 30, 2009, subject to adjustments for changes, plus the
cure costs for assumed contracts and up to $350,000 for Post-
Petition Administrative Claims and subject to adjustment for
Inventory Proceeds and Purchased Equipment Leases, at a hearing in
Erie, Pa., on Feb. 4, 2010.

"IT IS NOT ANTICIPATED THAT THIS SALE WILL GENERATE A DISTRIBUTION
FOR GENERAL, UNSECURED CREDITORS," the Sale Notice indicates.

Thayer Power and Communication Line Construction Company, Inc. --
http://www.thayerpc.com/-- sought Chapter 11 protection (Bankr.
W.D. Pa. Case No. 08-11904) on October 4, 2008, is represented by
Lawrence C. Bolla, Esq., at Quinn Buseck Leemhuis Toohey & Kroto
Inc. in Erie, Pa., and estimated its assets at less than $50,000
and its debts at more than $1 million at the time of the filing.


TOUSA INC: Sells Majority of Florida Assets to Starwood Land
------------------------------------------------------------
TOUSA, Inc. has received approval from the U.S. Bankruptcy Court
for the Southern District of Florida to sell the majority of its
Florida assets to Starwood Land Ventures, LLC.

The Company will sell 5,449 unstarted lots and 36 model homes to
Starwood for $81M.  The properties sit in approximately 50
different communities throughout Florida.  In addition, Starwood
will assume responsibility for several homeowners' associations
within the communities.

On January 22, 2010 Starwood submitted the highest and best offer
among the three bidders that participated in the Company's auction
of these assets.  In addition to Starwood, Paulson RERF
Acquisition and RyanDune JV, LLC were auction participants.
Paulson was selected the back-up bidder for a purchase price of
$80.5M.

"We are pleased to receive Court approval of the sale to Starwood
Land Ventures," said John Boken, Chief Executive Officer and Chief
Restructuring Officer of TOUSA.  "This transaction is a very good
result for the debtors and enhances recoveries for TOUSA's
creditor constituencies."

The Company announced its plans to sell assets and wind down
operations in March 2009 and has since sold the majority of its
Texas and Florida assets.  TOUSA will continue to market and sell
its remaining assets.

                        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: Initiates Adversary Proceedings Against 1,000 Creditors
------------------------------------------------------------------
Tousa Inc. and its units initiated adversary complaints against
1,054 creditors to avoid and recover preferential transfers of
property for the period from January 19 to 22, 2010.

On or within 90 days before the Petition Date, that is between
October 31, 2007, and January 29, 2008, or the "Preference
Period," the Debtors continued to operate their business affairs,
including the transfer of property, either by checks, cashier
checks, wire transfers or to certain entities, including the
Creditors, Kristopher Aungst, Esq., at Berger Singerman, P.A., in
Miami, Florida, tells the Court.   The Debtors allege that they
transferred their property to the Creditors during the Preference
Period.

Mr. Aungst asserts that the each of the Creditors is a "creditor"
of the Debtors within the meaning of the term under Section
101(10)(A) of the Bankruptcy Code at the time of the Transfers.
He avers that the Creditors had a right to payment on account of
the obligations owed to the Creditors by the Debtors at the time
of the Transfers.

Mr. Aungst further asserts that the Transfers were to or for the
benefit of a creditor under Section 547(b)(1) of the Bankruptcy
Code because the Transfers either reduced or fully satisfied a
debt then owed by the Debtors to the Creditors.  The Transfers
thus constituted a transfer of an interest of the property of the
Debtors, he insists.

Moreover, Mr. Aungst contends that the Debtors were insolvent at
all times during the 90 days before the Petition Date or the
Preference Period.  As a result of the Transfers, he emphasizes
that the Creditors received more than they would have received
if:

  (i) the Debtors' Chapter 11 cases were under Chapter 7 of the
      Bankruptcy Code;

(ii) the Transfers had not been made; and

(iii) the Creditors received payment of their claims under the
      provisions of the Bankruptcy Code.

In this light, the Transfers are avoidable pursuant to Section
547(b), Mr. Aungst asserts.  The Creditors, he adds, were the
initial transferees of the Transfers or the immediate or mediate
transferees of the initial transferees or the persons for whose
benefit the Transfers were made.

The Debtors inform the Court that they have sent a letter to each
Creditor demanding the return of the preferential payments made.

Accordingly, by virtue of the Adversary Complaints, the Debtors
ask Judge Olson to:

  (a) enter a judgment against the Creditors;

  (b) avoid the Transfers pursuant to Section 547, and to the
      extent they are avoided, grant recovery of those transfers
      pursuant to Section 550 of the Bankruptcy Code;

  (c) award prejudgment interest at the maximum legal rate
      running from the date of each Transfer to the date of
      judgment in the Adversary Cases; and

  (d) order that, in accordance with Section 502(d) and (j) of
      the Bankruptcy Code, any claims held by the Creditors or
      their assignees be disallowed.

Pursuant to the Court-sanctioned Adversary Proceedings Protocol
Order, the Adversary Complaints initiated by the Debtors are
classified under Adversary Proceeding Tracks I, II, III and IV
depending on the amounts to be recovered.

Out of the 1,054 total number of Creditors, the Debtors commenced
adversary proceedings against 321 Creditors, classified under
Adversary Proceeding Track I.  Amounts to be recovered by the
Debtors under the Adversary Proceeding Track I ranged from
$25,000 to $50,000.

Among the Creditors sued by the Debtors for Adversary Proceeding
Track I are:

   * Nashville Business Journal, Inc.
   * Centerpoint Energy
   * Sprint
   * General Electric Co.
   * Daniel Padilla

                  Adversary Proceedings Track II

The Debtors' Adversary Complaints against 297 Creditors are
classified under Adversary Proceeding Track II.  Amounts to be
recovered by the Debtors under the Adversary Proceedings Track II
range from $50,001 to $250,000.

Among the Creditors sued by the Debtors under the Adversary
Proceedings Track II are:

   * Reflection Lake at Naples
   * Nextel Communications, Inc.
   * Beazer Homes
   * General Electric Company, Inc.
   * CBS Radio

                 Adversary Proceedings Track III

The Debtors' Adversary Complaints against 258 Creditors are
classified under Adversary Proceeding Track III.  Amounts to be
recovered by the Debtors under the Adversary Proceedings Track
III range from $50,001 to $250,000.

Among the Creditors to be sued by the Debtors under the Adversary
Proceedings Track III are:

   * Comtel International Corp.
   * General Electric Company, Inc.
   * Phoenix Newspapers, Inc.
   * Sprint
   * Concrete Services, Inc.

                  Adversary Proceedings Track IV

The Debtors' Adversary Complaints against 177 Creditors are
categorized under Adversary Proceeding Track IV.  Amounts to be
recovered by the Debtors under Adversary Proceeding Track IV
total more than $250,000.

Among the Creditors sued under the Adversary Proceeding Track IV
category and the corresponding amounts the Debtors seek to
recover are:

Creditor                                  Recovery Sought
--------                                  ---------------
American Woodmark Corp.                      $1,464,069
Sears, Roebuck and Co.,                       1,349,523
Desert Systems Landscape, Inc.                1,340,281
Earth & Sun Adobe, Inc.                         800,173
Markham Contracting Co., Inc.                   624,089
Del Martenson Development Corp.                 459,683
Chas. Roberts Air Conditioning, Inc.            445,973
Direct Energy                                   404,396
General Electric Co., Inc.                      314,372
Desert Vista, Inc.                              313,916

The Debtors commenced two adversary proceedings against each of
Sears, Desert Systems, and Markham Contracting.  In both
complaints, the Debtors seek to recover the same amounts from the
Entities.

Earth & Sun Adobe, Desert Systems, Markham Contracting, Chas.
Roberts, Del Martenson Development, American Woodmark and Desert
Vista are among the Debtors' top 49 largest unsecured creditors.

                         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 Nod for Protocol on 1,200 Adversary Proceedings
------------------------------------------------------------------
TOUSA Inc. and its units intend to commence about 1,200 adversary
proceedings to avoid and recover transfers they made to certain
parties within the 90 days before the Petition Date.

To that end, the Debtors have established proposed categories for
Adversary Proceedings based on the amount of money sought to be
recovered:

       Adversary                  Amounts to be
         Track                      Recovered
       ----------             ---------------------
          I                      $25,000 to $50,000
          II                    $50,001 to $100,000
          III                  $100,001 to $250,000
          IV                     more than $250,000

The Debtors obtained approval of these uniform procedures for the
Adversary Proceedings:

  (a) Each complaint will be labeled with its applicable track
      number;

  (b) The Debtor will serve all Track I, II, III, and IV
      summonses and complaints on or before "day 30," 2010; and

  (c) Answers or other responses permitted by the Federal Rules
      of Bankruptcy Procedure are to be filed by "day 60," 2010.

Under the Protocol, the adversary proceedings to be filed will be
categorized into Tracks I to IV based on the amount of money
sought.

The Court will conduct omnibus hearings on certain dates and
group with respect to the applicable Adversary Proceedings Track.
The omnibus hearing dates for each Track are:

                  Track I    Track II    Track III    Track IV
                  -------    --------    ---------    --------
Hearing Dates      05/04/10   05/11/10     05/14/10   05/20/10
                  06/07/10   06/16/10     06/17/10   06/21/10
                  07/08/10   07/14/10     07/15/10   07/21/10
                  08/12/10   08/15/10     08/19/10   08/25/10
                  09/08/10   09/15/10     09/16/10   09/22/10
                  11/04/10   11/11/10     11/17/10   11/18/10
                  12/02/10   12/09/10     12/15/11   12/16/10
                  01/06/11   01/13/11     01/20/11   01/27/11
                  02/03/11   02/10/11     02/17/11   02/24/11
                  03/03/11   03/10/11     03/17/11   03/24/11

Judge Olson ruled that mediation will be mandatory in the
Adversary Proceedings and the Debtors will pay the mediator's
fees.

The Court will enter a separate order designating the mediators to
conduct the mediations in the Adversary Proceedings.

                         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: Settles 22 Preference Claims
---------------------------------------
Tousa Inc. previously obtained permission from the Bankruptcy
Court to settle certain preference recovery controversies without
further Court approval, the Debtors inform Judge John Olson that
22 preference claims have been settled, totaling $235,709, as of
January 15, 2010.

The Settled Preference Claims are:

                                       Waiver of   Berger
                           Settlement   Sec. 502  Singerman
Creditor                     Amount      Claim       Fees
--------                   ----------  --------   ---------
Ben Dyer Associates, Inc.    $6,966        No        $1,915

Burgess & Niple              $3,800        Yes       $1,045

Clay Electric Cooperative,   $6,200        No        $1,705
Inc.

Corbett Personnel Services   $3,500        Yes         $962

DEI Professional Services,   $6,500        No        $1,787
LLC

Desert Plastering, LLC      $32,000        No        $8,800

East Coast Wall Systems,     $3,042        No          $836
Inc. of Tennessee

Excel Delivery Service       $5,208        No        $1,432

Frank Iovino & Sons            $361        No           $99
Masonry, Inc.

Homebuilders Association    $17,361        No        $4,774
of Central Arizona

Horizon Environmental        $3,000        No          $825
Services, Inc.

Lancaster Newspaper          $5,000        No        $1,375

Lighting Connections, Inc.   $1,094        No          $300

Magic Man Surfaces, Inc.     $5,000        No        $1,375

Morris & Ritchie             $6,500        Yes       $1,787

Move Sales, Inc.            $62,329        No       $17,140

New Acton Mobile             $3,500        Yes         $962
Industries, LLC

Office Movers, Inc.          $5,727        No        $1,575

Overhead Door Company of    $22,556        No        $6,202
San Antonio, Inc.

Sterling Manufacturing      $21,500        No        $5,912

SWCA, Inc.                   $9,662        No        $2,657

Texas Community Propane LTD  $4,900        Yes       $1,347

Pursuant to the order expanding the scope of employment of Berger
Singerman, P.A., the firm will retain 27.5% of each recovery
prior to the filing of a paper or pleading in response to a
complaint, with the remainder to be remitted to the Debtors.
Under the Settled Claims, Berger Singerman will retain $64,820 in
fees.

                         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.


TRONOX INC: Gets Final Nod for $425-Mil. Replacement Financing
--------------------------------------------------------------
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York issued an order on a final basis
authorizing Tronox Worldwide LLC, as borrower, to obtain, and
Tronox Incorporated and certain subsidiaries of the Borrower to
guarantee, jointly and severally, the Borrower's obligations in
respect of, senior secured postpetition financing, which consists
of (i) a $335.0 million single-draw tranche and (ii) a $90.0
million single-draw tranche.

Judge Gropper authorizes each Debtor to grant liens and super-
priority administrative claims to Goldman Sachs Lending Partners
LLC, as DIP Administrative Agent, for the benefit of itself and
the other DIP Secured Parties, in all DIP Collateral in accordance
with the Collateral Documents and the Final Order to secure any of
the DIP Obligations.  The DIP Administrative Agent Liens will be
senior to the Primed Liens but will be junior to any valid,
enforceable and non-avoidable Liens.

Judge Gropper also authorizes the repayment in full in cash of the
outstanding indebtedness and other obligations under the
Prepetition Credit Facility and the Existing DIP Credit Facility,
and the extinguishing of any liens and obligations arising under
the Prepetition Credit Facility and the Existing DIP Credit
Facility.

The proceeds of the DIP Facility and DIP Collateral will be used
in accordance with the terms and conditions of the DIP Loan
Documents and the Final Order solely for (i) payment in cash and
cash collateralization, as applicable, of all of the Existing DIP
Obligations and the Prepetition Obligations under the respective
Existing Credit Facilities; (ii) working capital; (iii) other
general corporate purposes of the Debtors; (iv) payment of any
related transaction costs, fees and expenses; and (v) the costs of
administration of the Cases.

The Debtors will not be permitted to make any payments on account
of any prepetition debt or obligation prior to the effective date
of the Plan or any other Chapter 11 plan or plans with respect to
any of the Debtors, except with respect to the Prepetition
Obligations as set forth in the Final Order or as otherwise
provided in the DIP Credit Agreement, any other order of the Court
entered prior to the filing of the DIP Motion or any other order
of the Court consented to by the DIP Administrative Agent.

The Debtors will hold in escrow $5,000,000 in the aggregate in
respect of the repayment of the Prepetition Term Loan Facility
pending approval by the Court of the proposed settlement of the
civil action captioned Official Committee of Unsecured Creditors
of Tronox Incorporated et al., on behalf of the Estates of Tronox
Incorporated et al. v. Credit Suisse et al. (Case No. 09-01388).

A full-text copy of the Final DIP Order is available for free
at http://bankrupt.com/misc/Tronox_FinalRDIPOrd.pdf

             Anadarko & Kerr-McGee Reserve Rights

Anadarko Petroleum Corporation and Kerr-McGee Corporation, prior
to the entry of the Final DIP Order, filed a statement reserving
all of their rights and objections with regard to any prospective
plan of reorganization, disclosure statement, or settlement
motions pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, which filings may be based on the documents attached to
the DIP Replacement Motion to the extent they violate the
Bankruptcy Code, any other applicable law, or the rights of the
Anadarko Defendants in the Anadarko Litigation, or are otherwise
objectionable.

While the Anadarko Defendants will assert their objections once
the required disclosure statement, plan of reorganization, and
Bankruptcy Rule 9019 settlement motions are filed, they
specifically reserve their rights with respect to any pre-
confirmation hearing approval of any plan term or the Plan
Agreements.

In particular, based on present version of the Plan Agreements,
the Anadarko Defendants objected to the extent that any plan:

  (a) does not provide the same treatment for unsecured
      creditors in the same class under Section 1123(a)(4) of
      the Bankruptcy Code;

  (b) transfers control of the Anadarko Litigation to specific
      claimants as opposed to a trust for the benefit of
      creditors of Debtors' estates;

  (c) discriminates unfairly between classes of creditors in
      violation of Section 1129(b)(2)(B)(ii) of the Bankruptcy
      Code, including but not limited to, the provisions of the
      Term Sheet specifying that "50% of all" allowed non-
      governmental CERCLA Claims will be lumped with certain
      other tort claims, and will share in any recoveries from
      the Anadarko Litigation Trust while "50% of all" allowed
      non-governmental CERCLA Claims will be grouped with the
      remaining General Unsecured Creditors, and will share in
      30% of the equity of Reorganized Tronox;

  (d) impermissibly cuts off or otherwise impairs the Anadarko
      Defendants' indemnification, contribution, or
      reimbursement rights, but not limited to

      * in connection with the Anadarko Litigation;

      * in connection with the securities class action pending
        in the United States District Court for the Southern
        District of New York (In re Tronox Inc. Securities
        Litigation, 09 Civ. 6220 (SAS));

      * potential contribution rights for "non-governmental
        CERCLA Claims" that, in the aggregate, exceed $200
        million with respect to as yet undefined "Owned Sites";

      * potential contribution rights for remediation to the
        extent the Debtors' current "environmental monitoring
        and response work with respect to the Owned Sites and
        the Other Sites consistent with current postpetition
        practice" is inadequate;

  (e) improperly releases and indemnifies third party non-
      debtors, including former officers, directors, employees,
      professionals, accountants;

  (f) indemnifies "certain parties" who are unidentified in the
      Plan Agreements whose release and indemnity would be
      "conditioned upon cooperation with the Litigation
      Trustee."  Reorganized Tronox appears to be assuming a new
      obligation.  The Court and the Anadarko Defendants are
      entitled to know who these "certain parties" are, and the
      value and nature of their "cooperation" to ensure that
      none of these arrangements are impermissible or otherwise
      violate public policy or other law;

  (g) imposes vague and undefined obligations upon litigation
      parties that may unfairly prejudice the Anadarko
      Defendants and improperly influence or impact the Anadarko
      Litigation, including

      * the requirement in the Term Sheet that: "the United
        States [will] negotiate with certain representatives of
        the holders of Tort Claims in good faith to find
        additional value from the Anadarko Litigation, a
        meaningful portion of which will inure to the benefit of
        the holders of Tort Claims";

      * the provision in the Term Sheet that: "[r]epresentatives
        of the United States, certain other Governmental
        Environmental Entities, and certain representatives of
        the holders of Tort Claims, will have certain agreed
        rights concerning the pursuit of the Anadarko
        Litigation"; and

  (h) deprives the Anadarko Defendants of their rights and
      protections under Sections 362, 363, 365, 554, 1121(c),
      1122(a), 1123, 1129 and other provisions of the Bankruptcy
      Code.

      D. Dunne's Declaration Supporting Final DIP Order

Dennis F. Dunne, Esq., a member at Milbank, Tweed, Hadley & McCloy
LLP, in New York, filed a declaration in support of the Final
Order.

Milbank represents the "Backstop Parties" that hold or manage
accounts that hold 9.5% senior unsecured notes due December 2012
issued by Tronox Worldwide LLC and Tronox Finance Corp. and that
are parties to an equity commitment agreement and have agreed, on
the terms and subject to the conditions set forth in the ECA, to
purchase all shares of New Tronox common stock not otherwise
purchased by eligible holders.

According to Mr. Dunne, the provision for the payment of certain
transaction expenses, including Milbank's fees and expenses, is an
integral part of the transactions contemplated by the ECA.  He
says failure to obtain Court approval of those fees and expenses
by January 15, 2010 is a termination event under Section 12(b) of
the ECA and the termination of the ECA constitutes an Event of
Default under Section 8.1(n) of the Replacement DIP Facility.

Mr. Dunne tells the Court that his firm has not yet received any
payments from the Debtors of fees and expenses totaling more than
$900,000.

                T. O'Connor Files Declaration

Timothy O'Connor, managing director of Broadpoint Capital, Inc.,
disclosed that Broadpoint, as financial advisor to Milbank in its
capacity as counsel to the Backstop Parties, has incurred expenses
totaling approximately $35,000.

According to Mr. O'Connor, pursuant to its Engagement Letter with
Milbank, the ECA and the proposed final order approving the DIP
Replacement Motion, Broadpoint and each of the Broadpoint Parties
will be deemed to be an Indemnified Person pursuant to the
indemnification provisions set forth in the ECA, and the Debtors
will be deemed to indemnify Broadpoint and each of the Broadpoint
Parties as Indemnified Persons pursuant to the ECA, provided that
the indemnification will not, as to any Indemnified Person, apply
to losses, claims, damages, liabilities or expenses to the extent
that they are finally judicially determined to have resulted from
the bad faith, self dealing, breach of fiduciary duty, gross
negligence or willful misconduct of the Indemnified Person.

                       Cash Collateral

Pursuant to the Final DIP Replacement Order, the Court has
authorized the Debtors to use "cash collateral," as the term is
defined in Section 363, including Cash Collateral in which certain
DIP Secured Parties have a Lien or other interest, in each case
whether existing on the Petition Date, arising pursuant to the
Final Order or otherwise.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: LaGrange Entities Want to File Late Class Claim
-----------------------------------------------------------
LaGrange Capital Partners, LP, and LaGrange Capital Partners
Offshore Fund, Ltd., lead plaintiffs in the securities class
action filed in the United States District Court for the Southern
District of New York, ask for leave of the U.S. Bankruptcy Court
for the Southern District of New York to file a proof of claim on
behalf of the Putative Class after the expiration of the
August 12, 2009 Bar Date.

Pursuant to the dictates of Section 362(a) of the Bankruptcy Code,
Tronox Incorporated is not named as a defendant in the Class
Action Complaint.  However, the causes of action alleged in the
Class Action Complaint form the basis of Lead Plaintiffs' class
claim against Tronox, Michael S. Etkin, Esq., at Lowenstein
Sandler PC, in New York, tells the Court.

Because the Lead Plaintiffs were not appointed until October 13,
2009, and did not file the consolidated Class Action Complaint
until November 24, 2009, they were not authorized to file a proof
of claim on behalf of the Putative Class in order to preserve the
rights of the Putative Class against the Debtors prior to
October 13, 2009.

Michael S. Etkin, Esq., at Lowenstein Sandler PC, in New York, New
York, notes that Rule 3003(c)(3) of the Federal Rules of
Bankruptcy Procedure provides that the Bankruptcy Court may extend
the time for filing a proof of claim in a Chapter 11 case for
cause.  Moreover, Rule 9006(b)(1) provides that the Court may
enlarge the time within which an act must be done for cause, where
the "failure to act was the result of excusable neglect."

According to Mr. Etkin, deeming the Proof of Claim timely filed
will not open the floodgates for other creditors.  These facts
here are unique and the relief requested is minor. All that is
being sought is for the Court to extend the deemed timely filing
date for one proof of claim, Mr. Etkin avers.

Mr. Etkin adds that the minimal delay will not of filing the Proof
of Claim, in any way, disrupt the judicial administration of the
Chapter 11 case.

The Lead Plaintiffs informed the Court that the hearing to
consider the Motion which was previously scheduled for January 28,
2010, has been adjourned to February 23, 2010 at 10:00 a.m.
(Eastern Time).  Any objections to the Motion should be filed no
later than 4:00 p.m. (Eastern Time) on February 16, 2010.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: U.S. Government Ordered to Release Documents
--------------------------------------------------------
In May 2009, Tronox Incorporated filed an adversary complaint
against Kerr-McGee Corporation and its successor, Anadarko
Petroleum Corporation, in its Chapter 11 cases in the United
States Bankruptcy Court for the Southern District of New York.
The complaint asserts that Kerr-McGee defrauded Tronox's creditors
through its separation and spin-off of its former chemical
subsidiary in 2006.

Anadarko Petroleum Corporation and Kerr-McGee Corporation made
discovery requests pursuant to the Federal Rules of Bankruptcy
Procedure, the Federal Rule of Civil Procedure, and the Local
Civil Rules of the United States District Court for the Southern
and Eastern Districts of New York, and Plaintiff-Intervenor United
States of America having objected on the ground that the
Government is prohibited from producing certain materials to the
Andarko Defendants by the Privacy Act of 1974.

The Bankruptcy Court finds that the disclosure of the materials is
in the interests of justice and is subject to the Agreed
Protective Order entered by the Court on March 16, 2009.

Accordingly, the Court orders that to the extent that the
Government objects to any information or material sought by the
Anadarko Defendants or any other party during the course of the
Debtors' Chapter 11 cases or any adversary proceeding thereunder
on the ground that the production is prohibited by the Privacy Act
of 1974, the Government's objection is overruled and the
Government will produce the requested documents and other
information or material.

                      Parties Stipulate

In connection with the adversary proceeding and any related
adversary proceedings or lawsuits, the Parties agree to limit the
scope of discovery with respect to any testifying experts retained
by any Party to the Litigation.

Notwithstanding anything to the contrary in Rule 7026 of the
Federal Rules of Bankruptcy Procedure, Rule 26 of the Federal
Rules of Civil Procedure, or any other law, case, rule, or
regulation, the Parties agree that, subject to certain
limitations, these categories of documents or information will not
be subject to disclosure, discovery, or production:

  (a) drafts or non-final versions of a Testifying Expert's
      expert report in the Litigation and notes, comments,
      communications, and edits concerning same;

  (b) drafts or non-final versions of summaries, charts,
      illustrative documents, exhibits, declarations,
      affidavits, models, computer programs, calculations,
      computations, data runs, or other documents or materials
      prepared by a Testifying Expert or persons working under
      the Testifying Expert's supervision, or at the Testifying
      Expert's firm, in connection with or related to the
      Testifying Expert's expert report or the opinions to which
      he/she will testify in the Litigation; and

  (c) written or oral communications between (i) the Testifying
      Expert, or persons working under the Testifying Expert's
      supervision, in connection with or related to the
      Testifying Expert's expert report or opinions to which
      he/she will testify in the Litigation and (ii) any Party,
      any Party's in-house or outside counsel, any persons
      working under the Testifying Expert's supervision or any
      Party's Testifying Experts to the extent the
      communications relate to the Testifying Expert's expert
      report or opinions to which he/she will testify in the
      Litigation, except to the extent that the Testifying
      Expert references or relies upon communications in
      formulating his/her report or the opinions to which he/she
      will testify.

The Parties agree that the Excluded Information will not be the
topic of any discovery requests or deposition or trial questions
and that the Parties will not inquire through discovery requests,
or at deposition or trial, as to the Excluded Information, except
to the extent the Testifying Expert references or relies upon such
information in formulating his/her opinions or report.

Nothing in the Stipulation will limit, restrict, impair, or waive
any Party's ability to seek or obtain any fact discovery from any
Testifying Expert who, in addition to serving as a Testifying
Expert, has also served in some other capacity as to which he/she
would, but for the Stipulation, be subject to discovery as a fact
witness with respect to any claims, defenses, or issues in the
Litigation; provided that, the Stipulation will apply to discovery
from the Testifying Expert in his/her capacity as a Testifying
Expert.

The Parties agree that to the extent there exist any
inconsistencies between the Stipulation and the terms of the
Agreed Protective Order entered on March 16, 2009, the terms of
the Stipulation will govern.

Accordingly, the Parties ask the Court to approve the Stipulation.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: $732,983 in Claim Transferred Jan. 6-27
---------------------------------------------------
The Clerk of the Bankruptcy Court recorded the transfer of 36
claims totaling $732,983 from January 6 to January 27, 2010:

(a) Liquidity Solutions Inc.

  Transferee                  Claim No.      Claim Amount
  ----------                  ---------      ------------
  Watson Wyatt & Co              1901          $200,243
  Harcross Chemicals Inc.           -           $93,637
  Norfalco Inc.                   124           $60,317
  Lewis Goetz & Co Inc.          1453           $41,045
  Hydro-Vac Industrial
   Services Inc                   213           $41,293
  Blash Precision Ceramics Inc.     -           $28,379
  Industrial Kiln & Dryen Co        -           $21,779
  Kone Cranes Inc.                118           $16,987
  Midwesco Filter Resources Inc   630           $16,339
  Moody-Price LLC                 395           $16,267
  K U Resources                     -           $14,808
  Progressive Heating & Cooling    85           $14,025
  Southwest Engineering LLC       126           $11,097
  Fike Corp                         -            $5,607
  Evans Plumbing & Air
   Cond Inc                        76            $4,741
  Rite Way Shredding                -            $3,657
  Thomas & Hutton Engineering Co  233            $3,635
  Carl Koontz Assoc                 -            $3,000
  Marine Specialty Co Inc           -            $2,985
  Carolina Equipment &
   Supply Co                        -            $2,800
  Weightech Corp                    -            $2,262
  W A C                             -            $2,200
  Cross Golf Carts                  -            $1,902
  Hi-Vac Corp                     640            $1,468
  Ricsan Filters LLC                -            $1,379
  Henderson Electric Motors Inc    95            $1,137

(b) Fair Harbor Capital, LLC

  Transferee                  Claim No.      Claim Amount
  ----------                  ---------      ------------
  Sunbelt Rentals Inc.            258           $16,210
  Sunbelt Rentals Inc.              -           $15,442
  Tenn Tom Rubber & Belting
   Co. Inc.                       165            $4,217
  Insulation Sales of
   Mississippi Inc.                 -            $3,946
  Andrew S McCreath & Son Inc.      -            $2,810

(c) ASM Capital, L.P.

  Transferee                  Claim No.      Claim Amount
  ----------                  ---------      ------------
  Voight-Abernathy Sales Corp     203           $36,577
  Capital Westward System &
   Controls & Co                    -            $2,780

(d) Corre Opportunities Fund, L.P.

  Transferee                  Claim No.      Claim Amount
  ----------                  ---------      ------------
  M&D Supply Inc.                   -              $208
  Carmeuse Lime & Stone             -           $37,804

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENT: Auditor Submits Final Report on Fees
---------------------------------------------------
Warren H. Smith & Associates, P.C., the Court-appointed fee
auditor in the Debtors' cases, delivered to the Court his final
report on certain professionals' fee applications for the fourth
and fifth interim fee periods, as well as final fee applications;
and recommends the approval of these fees and expenses:

                         Requested           Recommended
                   --------------------- ---------------------
Professional           Fees     Expenses     Fees    Expenses
------------       -----------  -------- ----------- ---------
AlixPartners LLP    $1,505,240   $96,663  $1,505,240   $96,471
Debtors'
Restructuring
Advisors
Period:
02/01/09-04/30/09

AlixPartners LLP       192,474    10,344     192,270     9,930
Debtors'
Restructuring
Advisors
Period:
05/01/09-06/30/09

AlixPartners LLP    10,594,488   817,793  10,601,528   805,241
Debtors'
Restructuring
Advisors
Period:
05/05/08-06/30/09

Ernst & Young LLP    1,236,314    26,558   1,235,634    26,542
Debtors' auditor &
accounting advisor
Period:
02/01/09-04/30/09

Ernst & Young LLP      483,086       877     483,086       877
Debtors' auditor &
accounting advisor
Period:
05/01/09-06/30/09

Ernst & Young LLP    2,964,316    65,795   2,963,636    65,616
Debtors' auditor &
accounting advisor
Period:
05/08/08-06/30/09

Ernst & Young LLP    1,056,685     3,147   1,049,173     2,979
Debtors' tax advisor
Period:
02/01/09-04/30/09

Ernst & Young LLP      608,664     3,610     608,664     3,610
Debtors' tax advisor
Period:
05/01/09-06/30/09

Ernst & Young LLP    2,497,511    19,817   2,489,567    19,649
Debtors' tax advisor
Period:
07/16/08-06/30/09

Morris, Nichols,        19,126     9,104      19,126     9,104
Arsht & Tunnell LLP
Committee's Counsel
Period:
02/01/09-04/30/09

Morris, Nichols,         7,913     1,057       7,913     1,057
Arsht & Tunnell LLP
Committee's Counsel
Period:
05/01/09-06/30/09

Morris, Nichols,       224,504    66,772     224,504    66,772
Arsht & Tunnell LLP
Committee's Counsel
Period:
05/14/08-06/30/09

Richards, Layton &      76,986    21,366      76,642    21,366
Finger P.A.
Debtors' Counsel
Period:
02/01/09-04/30/09

Richards, Layton &      37,246    10,048      37,246    10,048
Finger P.A.
Debtors' Counsel
Period:
05/01/09-06/30/09

Richards, Layton &     407,709   131,340     406,450   130,931
Finger P.A.
Debtors' Counsel
Period:
05/05/08-06/30/09

                   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: LandCo Debtors Want O'Neill to Follow Plan Order
---------------------------------------------------------------
The LandCo Debtors, a group of entities which own Tropicana casino
property in Las Vegas, ask the Court to:

  (i) enforce the provisions of Sections 105, 524, and 1141 of
      the Bankruptcy Code, and the provisions of the LandCo
      Debtors' First Amended Joint Plan of Reorganization
      against Robert O'Neill and his counsel, Emily McFarling
      Benson;

(ii) compel Mr. O'Neill to dismiss, with prejudice, the action
      he initiated against Tropicana Las Vegas on September 10,
      2009, with the Eighth Judicial District Court, in Clark
      County, Nevada;

(iii) hold Mr. O'Neill and Ms. Benson in contempt of the
      Court's May 5, 2009 confirmation order of the Chapter 11
      Plan of the LandCo Debtors; and

(iv) order Mr. O'Neill and Ms. Benson to pay the Liquidating
      LandCo Debtors' reasonable attorneys' fees and costs
      incurred in connection with the Injunction motion and the
      Las Vegas Action.

The LandCo Plan was confirmed by the Court on May 5, 2009, and
was declared effective on July 1, 2009.

Mr. O'Neill filed the Las Vegas Action, seeking damages against
Tropicana Las Vegas related to an incident that allegedly
occurred at the Tropicana Las Vegas Hotel and Casino on Sept. 16,
2007.

After receiving copy of the Complaint, counsel to the Liquidating
LandCo Debtors sent Mr. O'Neill's counsel on September 18, 2009,
a letter informing it of the bankruptcy cases and the fact that,
pursuant to the LandCo Plan, the causes of action alleged in the
Complaint were satisfied, discharged and released as of July 1,
2009, M. Blake Cleary, Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, relates.

The September 18 Letter also informed Ms. Benson that the LandCo
Plan and Confirmation Order included a permanent injunction
prohibiting the commencement, continuation, or enforcement of the
causes of action alleged in the Complaint.  The September 18
Letter advised Ms. Benson that the filing of the Complaint
constituted a violation of the discharge and injunction
provisions of the LandCo Plan and Confirmation Order, and
requested that the Tropicana entities be dismissed from the Las
Vegas Action immediately, according to Mr. Cleary.

On September 29, 2009, Ms. Benson called counsel to the
Liquidating LandCo Debtors, Joshua D. Morse, and stated that Mr.
O'Neill's co-counsel in Boston was handling the bankruptcy
aspects of the Las Vegas Action and that she was awaiting that
counsel's analysis of the issues raised in the September 18,
Letter before taking any further action.  Ms. Benson also stated
that the Complaint had not yet been served and therefore, no
current deadline existed by which "Tropicana Las Vegas" was
required to respond.

On January 4, 2010, Ms. Benson's colleague, Carrie Brigham,
called Mr. Morse, asking whether Mr. Morse would agree to accept
service of the Complaint on behalf of Tropicana Las Vegas.  Mr.
Morse again explained that prosecution of the Complaint was in
violation of the discharge and injunction provisions of the
LandCo Plan and Confirmation Order.  He further reiterated the
request to have Tropicana be dismissed immediately from the Las
Vegas Action, Mr. Cleary informs the Court.

Mr. Morse sent Ms. Benson an e-mail on January 4, 2010,
requesting a discussion regarding the results of the analysis of
bankruptcy issues initially raised in the September 18 Letter.
Mr. O'Neill's co-counsel, Andrew E. Goloboy, responded to the e-
mail, requesting Mr. Morse to contact Ron Dunbar "tomorrow to
discuss."

However, despite attempts on January 5 and 8, 2010, to contact
Mr. Dunbar, a discussion never occurred.

On information and belief, Ms. Benson caused "Tropicana Las
Vegas," via its agent for service of process, to be served with
the Complaint and related summons on January 7, 2010.  The next
day, the Liquidating LandCo Debtors received a copy of the
Complaint and Summons.

In a final attempt to resolve the matter consensually, Mr. Cleary
noted that Mr. Morse sent Ms. Benson a letter on September 8,
2009, warning that "service of the Complaint constitutes another
violation of the discharge and injunction provisions of the
[LandCo] Plan and Confirmation Order," and again requested that
Mr. O'Neill "immediately dismiss all Tropicana entities from the
action."  The January 8 Letter included a deadline of January 12,
2010, by which Mr. O'Neill was to confirm the dismissal.

As of January 15, 2010, no further communication has been
received from Mr. O'Neill or Ms. Benson.

As a result of Mr. O'Neill and Ms. Benson's knowing violations of
the discharge and injunction provisions of the LandCo Plan and
Confirmation Order, and despite the Liquidating LandCo Debtors'
multiple efforts to avoid costs by requesting Mr. O'Neill to
voluntarily withdraw the Complaint, the Liquidating LandCo
Debtors have incurred, and will continue to incur, reasonable
attorneys' fees and costs in preparing and prosecuting the
Injunction Motion and responding to the Complaint in the Nevada
state court, Mr. Cleary contends.

                   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 Reject Simulcast Agreements
-----------------------------------------------------
The New Jersey Debtors, namely Adamar of New Jersey, Inc., and its
affiliate, Manchester Mall, Inc., obtained the Court's authority
to reject certain simulcast agreements, pursuant to Section 365(a)
of the Bankruptcy Code, effective as of the date of the New Jersey
Casino Control Commission's order approving the closure of their
simulcasting facility.

Proofs of claim, if any, arising from the rejection of the
Simulcast Agreements should be filed on or before February 21,
2010, with Kurtzman Carson Consultants LLC, the New Jersey
Debtors' claims agent.  After that date, parties to the
agreements are forever barred from asserting claims against the
New Jersey Debtors and their estates.

In connection with their business operations, the New Jersey
Debtors are parties to these Simulcast Agreements, which permit
them to hold televised simulcasts of horse races and to conduct
off-track wagering at their casino simulcasting facility:

  (a) 29 casino simulcasting sending track agreements -- the
      "Sending Agreements;"

  (b) A certain simulcasting agreement dated April 1, 2007,
      between Adamar of New Jersey, Inc. and TrackNet Media
      Group, LLC, as amended -- the "TrackNet Agreement;" and

  (c) A certain HUB modification agreement between Adamar and
      Scientific Games Racing, LLC dated July 15, 2004,
      inclusive of all predecessor agreements and amendments.

The TrackNet Agreement and the HUB Agreement were among the
Contracts to be assumed and assigned to a buyer of the Debtors'
assets in relation to a Court-approved sale of substantially of
all of the Debtors' assets.

As to the Simulcasting Agreement, Ilana Volkov, Esq., at Cole,
Schotz, Meisel, Forman & Leonard, P.A., in Hackensack, New
Jersey, relates that it has operated at a loss since the entry of
the June 2009 Original Sale Order.  Accordingly, as part of a
continuous review of their operations, the New Jersey Debtors
have determined that the Simulcasting Facility is no longer
necessary to their business and thus, seek Court permission to
reject the Simulcast Agreements as part of their closure of the
Simulcasting Facility.

The New Jersey Debtors require approval from the NJ Commission
before they can close the Simulcast Facility.

Rejecting the Simulcast Agreements as part of the closure of
their Simulcasting Facility will enable the New Jersey Debtors to
realize savings immediately because they will not be required to
fund losses caused by that part of their business operations,
according to Ms. Volkov.

                   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)


TWENTY ONE HIGH: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Twenty One High, L.P.
        1913 Justin Road, Suite 113
        Flower Mound, TX 75028

Bankruptcy Case No.: 10-30667

Chapter 11 Petition Date: January 29, 2010

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

Judge: Barbara J. Houser

Debtor's Counsel: Howard Marc Spector, Esq.
                  Spector & Johnson, PLLC
                  12770 Coit Road
                  Banner Place, Suite 1100
                  Dallas, TX 75240
                  Tel: (214) 365-5377
                  Fax: (214) 237-3380
                  Email: hspector@spectorjohnson.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 Mitch Vexler.


UTSTARCOM INC: Names Sanmina-SCI as New Outsourced Provider
-----------------------------------------------------------
UTStarcom Inc. has selected San Jose-based Sanmina-SCI Corporation
as its new outsourced electronics manufacturing service provider,
a move that aligns with UTStarcom's announced restructuring
initiatives and expands the company's cost savings efforts.

Under the terms of the agreement, Sanmina-SCI will provide full
electronics manufacturing services for UTStarcom's system products
currently being built in UTStarcom's Hangzhou facility. T hese
services include new product introduction (NPI) support, material
sourcing and procurement, printed circuit board assembly, system
integration and testing, final pack-out and delivery.  Increasing
UTStarcom's ability to manage demand swings, the flexible cost
structure of this outsourcing agreement matches UTStarcom's volume
of orders and allows for a faster cash flow cycle and lower
working capital usage.

"As we referenced in our June and November 2009 public conference
calls, UTStarcom is taking steps to change its operational
approach," said Zheng Min, UTStarcom's vice president of global
supply chain.  "This new relationship with Sanmina-SCI will allow
UTStarcom to continue delivering quality products while taking
advantage of improved manufacturing efficiencies."

Outsourcing UTStarcom's manufacturing capabilities not only
improves the company's asset utilization, but it broadens the
supply chain for increased velocity and coverage.


"We are very pleased that UTStarcom has selected Sanmina-SCI as
their electronics manufacturing services provider.  We look
forward to utilizing our vertically integrated suite of services
including NPI, material procurement, manufacturing, system
integration, and direct order fulfillment to bring value to our
relationship.  This strategic relationship allows us to grow in
the networking market in the East China region," said PK Chan,
executive vice president of Sanmina-SCI Greater China Operations.

                      Going Concern Doubt

At September 30, 2009, the Company's consolidated balance sheets
showed $1.004 billion in total assets, $707.0 million in total
liabilities, and $297 million in total stockholders' equity.

The Company incurred net losses of $150.3 million, $195.6 million
and $117.3 million during the years ended December 31, 2008, 2007,
and 2006, respectively.  During the nine months ended
September 30, 2009, the Company incurred a net loss of
$186.3 million.  The Company recorded operating losses in 18 of
the 19 consecutive quarters in the period ended September 30,
2009.  At September 30, 2009, the Company had an accumulated
deficit of $1.03 billion.  The Company incurred net cash outflows
from operations of $55.2 million and $225.1 million in 2008 and
2007 respectively.  Cash used in operations was $89.2 million
during the nine months ended September 30, 2009.  The Company
said it expects to continue to incur losses and negative cash
flows from operations over at least the remainder of 2009.

The Company's only committed source for borrowings is a credit
facility in China.  During the third quarter of 2009, a
$263.5 million credit facility expired and was not renewed.  The
remaining approximately $58.6 million credit facility expires in
the fourth quarter of 2009.

While improvements in operating results, cash flows and liquidity
are anticipated as management's initiatives to control and reduce
costs while maintaining and growing its revenue base are fully
implemented, the Company believes its recurring losses and
expected negative cash flows from operations raise substantial
doubt about its ability to continue as a going concern.  The
Company's  independent registered public accounting firm included
an explanatory paragraph highlighting this uncertainty in the
Company's annual Report on Form 10-K for the year ended
December 31, 2008.

                          About UTStarcom

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company was
founded in 1991 and is headquartered in Alameda, California.


VALASSIS: News America Agree to Settle All Outstanding Lawsuits
---------------------------------------------------------------
Valassis has reached an agreement to settle its outstanding
lawsuits against News America Marketing (NAM), a division of News
Corporation.  The settlement discussions were overseen by the
Honorable Judge Arthur Tarnow of the United States District Court,
Eastern District of Michigan.  Under the terms of the settlement,
NAM will pay Valassis $500 million and will also enter into a 10-
year shared mail distribution agreement with Valassis Direct Mail,
a Valassis subsidiary.  In addition, the judge will issue a
permanent injunction related to certain business practices at
issue in the lawsuits.

"I am pleased that we were able to reach a mutually agreeable
settlement and avoid protracted future litigation," said Alan F.
Schultz, Valassis Chairman, President and Chief Executive Officer.

The settlement includes the dismissal with prejudice of Valassis'
lawsuits pending against NAM in the United States District Court,
Eastern District of Michigan, and the Supreme Court of the State
of California for the County of Los Angeles.  The settlement
agreement also provides that the judgment in the Wayne County
Circuit Court case from July 2009 will be satisfied and all
related appeals will be dismissed.

The trial team was led by Greg Curtner of Miller, Canfield,
Paddock and Stone, PLC and David Mendelson of the Law Offices of
David Mendelson and included Michael Palizzi, Kimberly Scott and
Robert Wierenga, also of Miller Canfield, Anthony Rusciano of
Plunkett Cooney PC, and Henry Baskin of The Baskin Law Firm.

                            About Valassis

Headquartered in Livonia, Michigan, Valassis Communications Inc.
-- http://www.valassis.com/-- offers a wide range of marketing
services to consumer packaged goods manufacturers, retailers,
technology companies and other customers with operations in the
United States, Europe, Mexico and Canada.


VARIEL COMMONS-DE: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Variel Commons-DE, LLC
        3659 E. Thousand Oaks Blvd
        Thousand Oaks, CA 91362

Bankruptcy Case No.: 10-11108

Chapter 11 Petition Date: January 31, 2010

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: M. Jonathan Hayes, Esq.
                  Law Office of M. Jonathan Hayes
                  9700 Reseda Bl Ste201
                  Northridge, CA 91324
                  Tel: (818) 882-5600
                  Fax: (818) 882-5610
                  Email: jhayes@polarisnet.net

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

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

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

             http://bankrupt.com/misc/cacb10-11108.pdf

The petition was signed by Mark Kaufman, managing member of the
Company.


VERINT SYSTEMS: S&P Puts 'B' Rating on CreditWatch Developing
-------------------------------------------------------------
Standard & Poor's Rating Services said it placed its ratings on
Melville, New York-based Verint Systems Inc., including the 'B'
corporate credit rating, on CreditWatch with developing
implications, which indicates that S&P could raise or lower the
ratings.

These actions follow the company's recent announcement that it
will be unable to file audited financial statements covering the
fiscal years ended January 2006, 2007, 2008, and 2009, as well as
quarterly interim statements for 2009, by Jan. 29, 2010.  As a
result of its failure to be current in its financial filing
requirements by Jan. 29, 2010, Verint could be subject to
administrative proceedings by the SEC, including the possible
revocation of its registration statement.  Additionally, as part
of the financial reporting requirements contained in Verint's
senior secured credit facility, the company is required to provide
lenders with audited financial statements by April 30, 2010.
Failure to provide audited statements would constitute an event of
default under the credit facility, although there is a one-month
grace period.

Despite its non-filing status, Verint has provided Standard &
Poor's with sufficient operating and financial data to maintain
the rating.  While Verint currently remains unable to file audited
financial statements, it has substantially completed its 10K for
fiscal 2006, 2007, and 2008, but is unable to file because of
unexpected changes in financial reporting at majority shareholder
Comverse Technology Inc., which is also delinquent with its
required SEC financial filings.

"In resolving the CreditWatch, S&P will monitor Verint's progress
in meeting the financial reporting requirements contained in its
senior secured credit facility," said Standard & Poor's credit
analyst Susan Madison.  As S&P get closer to the April 30, 2010
date by which audited financial statements for fiscal years 2006
through 2009 are required, S&P could lower the rating as an
interim measure and maintain the developing CreditWatch if Verint
has not achieved sufficient progress in providing the required
financial statements.  S&P could also lower the rating if the SEC
instituted severe penalties for failure to maintain current
financial filings.  On the other hand, if Verint is able to
provide audited financial statements to meet both its SEC and
credit facility filing requirements in the very near term, S&P's
assessment of Verint's business and financial risk profiles could
result in a rating upgrade.


VERSO TECHNOLOGIES: Files Notice of Suspension to File Reports
--------------------------------------------------------------
Verso Technologies, Inc., has filed a Form 15 notice of suspension
of duty to file reports pursuant to Rule 15d-6 of the Securities
Exchange Act of 1934.

The notice was signed on January 29, 2010, on behalf of the
Company by Darryl S. Laddin, as Trustee for the Verso
Technologies, Inc. Liquidating Trust.

The notice covers the issuance of common stock, $.01 par value
under Commission File Number 000-222190.

A copy of the Form 15 notice is available for free at no charge
at http://researcharchives.com/t/s?4f59

                     About Verso Technologies

Headquartered in Atlanta, Georgia, Verso Technologies Inc.
(OTC:VRSOQ) -- http://www.verso.com/--  provides
telecommunications service in the United States.  The company and
its affiliates manufacture, deliver, and provide support for
hardware, software and service solutions primarily to large
wireline, cellular, wireless and satellite carriers.

The Company and four of its affiliates filed for Chapter 11
protection on April 25, 2008 (Bankr. N.D. Ga. Lead Case No.
08-67659).  J. Robert Williamson, Esq., at Scroggins and
Williamson; James R. Sacca, Esq., and John D. Elrod, Esq., at
Greenberg Traurig, LLP; and Windy a. Hillman, Esq., at Wargo &
French LLP, represent the Debtors as counsel.  The Debtors
selected Logan and Company Inc. as their claims agent.

Darryl S. Laddin, Esq., Michael F. Holbein, Esq., and Stephen M.
Dorvee, Esq., at Arnall Golden Gregory LLP represent the Official
Committee of Unsecured Creditors as counsel.  When the Debtors
filed for protection from their creditors, they listed total
assets of $34,263,000 and total debts of $36,657,000.

The U.S. Bankruptcy Court for the Northern District of Georgia
confirmed on June 4, 2009, an amended joint plan of liquidation
propounded by Verso Technologies, Inc., et al., and the Official
Committee of Unsecured Creditors appointed in the Debtors' cases.
During the course of their bankruptcy cases, the Debtors have sold
substantially all of their assets pursuant to a court-approved
sales process.

Under the revised Plan, on the Plan's Effective Date, the holders
of unsecured claims will receive a pro-rata distribution of any
liquidation proceeds that remain in the estate after the payment
and satisfaction of administrative claims (Class 1), tax claims
(Class 2), priority claims (Class 3) and secured claims (Class 6).
The plan proponents have anticipated making an initial
distribution of no less than 5% to holders of unsecured claims on
the Plan's Effective Date.


WALKING COMPANY: Files Schedules of Assets and Liabilities
----------------------------------------------------------
The Walking Company filed with the U.S. Bankruptcy Court for the
Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $79,055,409
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $45,953,279
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $3,341,642
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $19,248,066
                                 -----------      -----------
        TOTAL                    $79,055,409      $68,542,987

Headquartered in Santa Barbara, California, The Walking Company --
dba Alan's Shoes, Footworks, Overland Trading Co, Sole Outdoors,
Martini Shoes, and TWC Acquisition Corporation -- consists of two
distinct retail operations, which are largely focused on TWC,
which is a leading specialty retailer of comfort footwear,
operating 210 stores in premium malls across the nation.

The Walking Company filed for Chapter 11 bankruptcy protection on
December 7, 2009 (Bankr. C.D. Calif. Case No. 09-15138).  Its
affiliate, Big Dog USA, Inc., also filed for bankruptcy (Case No.
09-15137).  Andy Kong, Esq., at Arent Fox LLP assists the Debtors
in their restructuring efforts.  The Walking Company listed
$100,000,001 to $500,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


WASHINGTON MUTUAL: Delaware Court Denies Bid to Issue Subpoena
--------------------------------------------------------------
The Associated Press reports Judge Mary Walrath of the U.S.
Bankruptcy Court for the District of Delaware last week denied
Washington Mutual Inc.'s request to compel government regulators
and others to hand over documents and to permit examination of
witnesses related to the 2008 collapse of Washington Mutual Bank.

AP notes some parties, including the Federal Reserve and Treasury
Department, agreed to provide at least some records, but the
Federal Deposit Insurance Corp. objected to WaMu's request.

The FDIC seized Washington Mutual bank in September 2008.  It then
sold it to JPMorgan Chase & Co. for $1.9 billion, a price that
Washington Mutual argues was much too low.

According to AP, Washington Mutual sought the records as part of
an effort to investigate potential business tort claims based on
alleged misconduct by JPMorgan.  Washington Mutual stakeholders
allege in a Texas lawsuit that JPMorgan engineered a plan to
damage Washington Mutual's banking subsidiaries so it could buy
them on the cheap.

AP relates Washington Mutual and JPMorgan now are battling over
billions of dollars in disputed deposit assets, with both of them
claiming ownership.  A separate lawsuit filed by Washington Mutual
against the FDIC is on hold in federal court in Washington, D.C.

The Troubled Company Reporter has run stories on these lawsuits in
prior issues.

AP notes that in 2009, Judge Walrath allowed WaMu to examine
records of JPMorgan.  On Thursday, AP relates, Judge Walrath said
WaMu had not met its burden of showing that subpoenas for third-
party records and witnesses were warranted.  "Quite frankly, I
think issuing subpoenas against dozens of third parties just goes
too far," Judge Walrath said, according to AP.

Judge Walrath, according to AP, also said WaMu was trying "an end
run" around discovery rules to get documents from the FDIC that
might bolster its claims in the Washington, D.C. lawsuit.  That
lawsuit argues among other things that if WaMu's assets had been
liquidated properly by the FDIC in receivership, they would have
been worth more than $1.9 billion.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Court Rejects Bid to Disband Equity Committee
----------------------------------------------------------------
The Associated Press reports that Judge Mary Walrath of the U.S.
Bankruptcy Court for the District of Delaware denied Washington
Mutual's request to dissolve the official committee of equity
security holders.

According to AP, Judge Walrath said there was no evidence to
suggest that the U.S. Trustee abused her discretion or acted
improperly in appointing the equity committee.  According to AP,
Judge Walrath also said the fact that WaMu's debt and equity is
still being traded suggests that the market does not believe WaMu
is "hopelessly insolvent."

"I think that at this point, it is appropriate to have the equity
represented in this case," Judge Walrath said, according to AP.

As reported by the Troubled Company Reporter on January 14, 2010,
WaMu asked the Court to disband the Equity Committee, or in the
alternative, limit the fees and expenses which may be incurred by
the Equity Committee.

Mark D. Collins, Esq., at Richards, Layton & Finger, PA, in
Wilmington, Delaware, told the Court that for over a year now, the
Debtors have been providing the U.S. Trustee with information
regarding their assets and liabilities; litigation between the
Debtors and JPMorgan Chase Bank, N.A.; and litigation between
JPMorgan and certain third parties who have been asserting
derivative claims on behalf of the Debtors' estates and litigation
between the Debtors and the Federal Deposit Insurance Corporation.
Likewise, Mr. Collins notes, in accordance with applicable rules,
the Debtors have filed and provided to the U.S. Trustee monthly
operating reports evidencing estimates on their assets and
liabilities.

Based on those reports, the Debtors said they were baffled as to
why the U.S. Trustee, at this late date, would choose to saddle
their estates with another committee and presumably, professionals
that will needlessly incur significant fees and expenses.

Mr. Collins said the Debtors are insolvent by all measures, as
supported by all known facts and submissions to date in their
Chapter 11 cases.  Among others, the Debtors' junior subordinated
debentures trading, as of January 8, 2010, at approximately 50
cents on the dollar -- a steep discount to par value, Mr. Collins
pointed out.  WaMu's common stock also trades at approximately 19
cents per share, indicating the market's assessment that equity
will not receive any distribution.  In short, Mr. Collins said,
the Debtors' equity holders are unlikely to receive any recovery
and therefore, have little, if any, economic interest in these
bankruptcy cases.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WENTWORTH ENERGY: Names Allen McGee as Chief Financial Officer
--------------------------------------------------------------
Wentworth Energy Inc. appointed Allen McGee as the Company's Chief
Financial Officer and Felicia Williamson as the Company's
Secretary and Treasurer.  Mr. McGee was also elected to serve as a
member of the Company's board of directors.  As of the date of
this filing, Mr. McGee has not been appointed to serve on any
committee of the board of directors.

Allen McGee, 60, has served as president of Allen Roberts McGee,
P.C., an accounting firm, since January 1989.  Mr. McGee also
served as chief financial officer for Petro Resources Corporation
from April 2005 to May 2007, and as its chief accounting officer
from June 2007 to June 2009.

Felicia Williamson, 48, has been an employee of the company since
December 2006.  From 1999 to November 2006, Ms. Williamson was
employed as a probation officer in Dallas County, Texas.

As of the date of this filing, there has not been any material
plan, contract or arrangement to which Mr. McGee or Ms. Williamson
is a party in connection with their respective appointments as
officers of the Company or Mr. McGee's election as a director of
the Company.  There have been no transactions since the beginning
of the Company's last fiscal year, nor are any currently proposed,
regarding Mr. McGee or Ms. Williamson.

                     About Wentworth Energy

Wentworth Energy, Inc., is an exploration and production company
engaged in oil and gas exploration and production in East Texas.
The Company's strategy is to lease all of its property in exchange
for royalty interests and working interest participation in
shallow zones.

At September 30, 2009, the Company had $20,681,739 in total assets
against $66,055,680 in total liabilities, resulting in
stockholders' deficit of $45,373,941.  The September 30 balance
sheet showed strained liquidity: The Company had $836,858 in total
current assets against $65,910,163 in total current liabilities.

                          Going Concern

Wentworth Energy noted it has incurred significant, recurring
losses from operations, has a working capital deficiency, and is
in default of the terms of its senior secured convertible notes
and convertible debentures.  These factors raise substantial doubt
about the Company's ability to continue as a going concern.


WILLIAM HAINES: Files Schedules of Assets and Liabilities
---------------------------------------------------------
William K. Haines, Jr., and Nancy J. Haines filed with the U.S.
Bankruptcy Court for the Northern District of Ohio a summary of
their schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,582,600
  B. Personal Property              $901,807
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $20,822,370
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $188,959
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $11,690,017
                                 -----------      -----------
        TOTAL                    $11,484,407      $32,701,346

Massillon, Ohio-based William K. Haines, Jr. aka Bill Haines and
Nancy J. Haines filed for Chapter 11 on December 16, 2009 (Bankr.
N.D. OH Case No. 09-65171).  Anthony J. DeGirolamo, Esq., assist
the Debtors in their restructuring efforts.  In their petition,
the Debtors listed assets and debts both ranging from $10,000,001
to $50,000,000.


WILLIAM HOLSINGER: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: William G. Holsinger
        4540 Bee Ridge Road
        Villa No. 6
        Sarasota, FL 34233

Bankruptcy Case No.: 10-01878

Chapter 11 Petition Date: January 29, 2010

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

Judge: Catherine Peek McEwen

Debtor's Counsel: Melody D. Genson, Esq.
                  Melody D Genson, PA
                  2750 Ringling Boulevard, Suite 3
                  Sarasota, FL 34237
                  Tel: (941) 365-5870
                  Fax: (941) 365-5872
                  Email: melodydgenson@verizon.net

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

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

A full-text copy of Mr. Holsinger's petition, including a list of
his 10 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/flmb10-01878.pdf


* Consolidation Among Private Equity Firms Seen, According to Poll
------------------------------------------------------------------
Tom Fairless at Dow Jones Newswires reports that more than four
fifths of managers working in private equity firms expect a wave
of closures or mergers within the industry because the poor
fundraising environment will last longer than previously expected.

According to Dow Jones, a survey of senior buyout practitioners,
conducted by Private Equity News, found that difficulty in raising
funds, coupled with fears about the health of the economy and
increased regulation, would continue to haunt the sector, with
larger buyouts in particular likely to face a challenging year.
Only one quarter of those who took part in the survey said they
expected the average cost of debt financing to be lower this year,
compared with 2009.

Dow Jones says the outlook was significantly brighter for mid-
market firms than for larger ones.  Dow Jones says three quarters
of respondents said they expected to do more mid-market buyouts
this year as financing terms improved.  Dow Jones says exits, led
by initial public offerings, are also likely to become more
attractive following a surge in public markets since March last
year.  Dow Jones says by contrast, just 29% of respondents
expected to be more active in deals valued more than EUR1 billion
($1.39 billion).

Dow Jones says of the 500 people and firms surveyed, three
quarters of those who expected consolidation said it would come
from firms closing because they would be unable to raise funds,
while a quarter expected consolidation through mergers or
acquisitions.

Dow Jones notes that David Rubenstein, managing partner of Carlyle
Group, one of the biggest global firms, last week said firms'
ability to carry out mega deals was unlikely to return.
"Investments will probably be smaller, at around $3 billion to $5
billion, not $20 billion, and minority stakes will be more
popular.  The equity component is likely to be larger, at around
45%."


* Goldberg Kohn Elevates Erin Casey and Matthew Organ to Principal
------------------------------------------------------------------
The law firm of Goldberg Kohn has named Erin M. Casey and Matthew
K. Organ principals in the firm.  Ms. Casey is an attorney in the
Bankruptcy & Creditors' Rights practice group and Mr. Organ is an
attorney in the Litigation and Labor & Employment practice groups.

Ms. Casey represents lenders in all aspects of corporate
bankruptcy cases and commercial workouts throughout the country.
Her experience includes negotiation and litigation of debtor-in-
possession financing orders, cash collateral orders and sale
orders in bankruptcy cases, as well as documentation of asset-
based and cash-flow commercial finance transactions. She can be
reached at 312.863.7164 or erin.casey@goldbergkohn.com.

Mr. Organ focuses his practice on complex commercial litigation,
representing a variety of clients in cases involving contract
disputes, shareholder disputes, fraud, and other commercial tort
claims.  He also has experience handling employment disputes,
defending against claims of discrimination, harassment and
wrongful termination, and litigating disputes arising out of
employment agreements.  He can be reached at 312.201.3982 or
matthew.organ@goldbergkohn.com.

Goldberg Kohn also welcomed Nury R. Agudo and Kathryn Walter to
the firm as associates.  Ms. Agudo is a member of the firm's
Litigation and Labor & Employment Groups and Ms. Walter is a
member of the Litigation, Intellectual Property and Labor &
Employment practice groups.

Goldberg Kohn Ltd. is a mid-sized commercial law firm with
principal concentrations in commercial finance, creditors' rights
and bankruptcy, corporate, federal and state taxation,
intellectual property, litigation, labor and employment and real
estate.

The firm is the Chicago member of Meritas--an international
alliance of 200 business law firms dedicated to providing business
clients access to superior legal advice and exceptional services
around the globe.


* Hughes Hubbard Names Two New Bankruptcy Partners
--------------------------------------------------
Hughes Hubbard & Reed LLP has elected bankruptcy partners Patrick
Gartland and Christopher Kiplok and financial litigation partner
Neil Oxford in its New York office.  The firm also named three new
counsel.

New Partners

Patrick Gartland focuses on domestic- and foreign-debt
restructurings and finance.  At Hughes Hubbard, he has advised
financial institutions in connection with several successful debt
restructurings, including Societe Generale, as administrative
agent, in connection with the credit bid for an ethanol facility
and the refinancing of a credit facility for a natural gas and
electricity provider; WestLB AG in connection with several real
estate securitizations; and Rabobank in connection with the
bankruptcies of several ethanol producers.  His finance practice
focuses on representing financial institutions in connection with
Latin American borrowers, including repurchase agreements and loan
facilities.  Mr. Gartland, 35, joined Hughes Hubbard in 2008 when
the firm acquired the New York bankruptcy, creditors rights and
finance firm Luskin, Stern & Eisler where Gartland was an
associate from 2002 to 2008.  Previously he was an associate at
Cravath, Swaine & Moore LLP.  He received his B.S. from the
University of Scranton in 1996, summa cum laude, and his J.D. in
1999 from the University of Pennsylvania Law School where he was
editor of the Law Review.

Christopher K. Kiplok concentrates his practice in bankruptcy
and corporate reorganization, including representation of
creditors, debtors and trustees, and litigation, including
professional liability and complex financial and securities
litigation.  Mr. Kiplok is counsel and principal deputy to
the Trustee for the liquidation of Lehman Brothers Inc. where
he oversees all administrative matters in the case.  He has
previously represented the Trustee for the A.R. Baron and New
Times Securities liquidations and represented the largest
individual customer of Refco Capital Markets, Inc.  He has
also recently represented and affiliate of Sun Capital
Partners as secured lender and stockholder in the Lillian
Vernon chapter 11, Aetna Inc. and affiliates in the Enron
reorganization, and various other institutions in connection
with judicial, out-of-court and crossborder restructurings.  
His litigation practice includes representation of trustees
of trusts established to resolve hundreds of thousands of
asbestos personal injury claims and representation of
Deloitte & Touche, Ernst & Young and PricewaterhouseCoopers
in civil litigation and regulatory matters and disputes
concerning derivative instruments and financial products.  
Mr. Kiplok, 35, is Chairman of the Advisory Council to
Greenwich House, Inc., a New York City charity, and is a
recipient of inMotion's commitment to justice award for his
pro bono representation of victims of domestic violence. He
received a B.S.F.S. from Georgetown University, magna cum
laude, Phi Beta Kappa, in 1997, and a J.D. from New York
University School of Law in 2000.

Neil Oxford focuses his practice on litigation, business disputes
and professional liability.  He has represented Deloitte, Ernst &
Young and PricewaterhouseCoopers in a broad range of civil
litigation and regulatory matters, including securities fraud,
malpractice and RICO issues.  He is currently representing the
Trustee for the liquidation of Lehman Brothers Inc., in a dispute
arising from the sale of the bankrupt broker-dealer in September
2008.  He has also represented Merck in its defense of Vioxx and
Fosamax product-liability litigation.  Mr. Oxford, 37, received
his LL.B. (with First Class Honors) from the University of
Aberdeen, Scotland in 1994, and his LL.M. (with First Class
Honors) from the University of Cambridge, England in 1996.  Prior
to joining Hughes Hubbard & Reed in 2001, he qualified as
solicitor in Scotland and practiced business litigation at Maclay
Murray & Spens LLP in Glasgow.  He is also founder and Secretary
of the Scottish Bar Association of New York.

New Counsel

Eric Blumenfeld joined Hughes Hubbard in 2005.  Working in the
firm's New Jersey office, he focuses his practice on complex civil
litigation and products liability.  His experience includes
defending a leading United States pharmaceutical manufacturer in
nationwide litigation involving a prescription drug and
representing a leading products-testing laboratory in disputes
related to product recalls.  He also has expertise in leveraging
technology to increase lawyer efficiency in multiple-case
litigation.  Mr. Blumenfeld, 42, received a B.S. Ch.E. from Johns
Hopkins University in 1989, a B.A. from Johns Hopkins University
in 1990 and a J.D. from the Rutgers School of Law - Newark in
1998.  He was Managing Articles Editor of the Rutgers Computer and
Technology Law Journal.  He also served as a Law Clerk to the
Honorable Naomi G. Eichen, Superior Court of New Jersey, Appellate
Division, from 1998 to 1999.

George Douvas concentrates his practice in equipment finance with
a focus in aviation finance.  He represents major and regional
airlines in financing transactions, including secured debt
transactions, operating leases, leveraged leases, enhanced pass-
through certificate transactions and manufacturer purchase
agreements.  He also has broad experience in representing
financial institutions in connection with secured and unsecured
credit facilities and is currently representing James Giddens, the
SIPA Trustee of Lehman Brothers Inc., in the unwind of financial
products, including foreign exchange, securities lending and
repurchase transactions.  Mr. Douvas, 37, received his B.S. from
Vanderbilt University in 1994, summa cum laude, Phi Beta Kappa,
and his J.D. from New York University School of Law in 1999.

Eric Parnes, who is based in the firm's Washington, D.C. office,
is a member of the firm's litigation practice.  His experience
includes the defense of a leading pharmaceutical manufacturer in
nationwide false-claims act and consumer-protection litigation,
representation of defendants in securities class actions and other
shareholder litigation, representation of parties in commercial
and international arbitration, and appellate advocacy in state and
federal appellate courts.  Mr. Parnes, 35, received his B.A. from
the University of Maryland at College Park in 1999 and his J.D.
from Georgetown University Law Center, in 2002, cum laude. He was
also Articles Editor of the Georgetown Law Journal.

                        About Hughes Hubbard

Hughes Hubbard & Reed LLP, an international law firm based in New
York, is ranked #1 in New York and #2 nationally on The American
Lawyer's A-List of the "top firms among the nation's legal elite."
The American Lawyer also ranked the firm #4 in "Top Growth Firms"
among the nation's 200 largest firms over the last 10 years.


* Kevin Gregson Joins Alvarez & Marsal Taxand as Managing Director
------------------------------------------------------------------
Kevin Gregson, former president of insurance advisory Bridge
Pointe, LLC, has joined Alvarez & Marsal Taxand, LLC, as a
managing director in the Compensation and Benefits Practice.  He
will be based in New York.

Alvarez & Marsal also promoted Don Roveto to managing director in
the State and Local Tax Practice.

"Kevin is well known for his work on issues surrounding
international insurance and employee benefits for organizations
around the world," said Brian Cumberland, managing director and
head of the Compensation and Benefits Practice at Alvarez & Marsal
Taxand.  "As this area continues to be a hotbed of interest, his
experience will be a valuable addition to the practice's existing
capabilities."

With nearly 30 years of experience, Mr. Gregson brings an
extensive background spearheading human capital solutions for
scores of global organizations.  Prior to joining A&M, Mr. Gregson
served as founder and president of Bridge Pointe, LLC, a Bermuda-
based insurance and reinsurance company and advisory services firm
that provides innovative insurance solutions for insurers and
corporate sponsors.  Previously, he was a co-founder and principal
of The Gregson Group, a business advisory firm helping companies
align business strategies with organizational and human capital
strategies. Before that, he served as a managing partner and Life
Science industry group leader with Ernst & Young.  Earlier in his
career, he was with Buck Consultants, The Segal Company, Mercer
and Union Mutual Insurance Company.

Mr. Gregson earned a bachelor's degree from the University of
Delaware and has attended the Executive Finance Program at the
University of Michigan.

                 About Alvarez & Marsal Taxand

Alvarez & Marsal Taxand, LLC -- http://www.taxand.com/-- an
affiliate of global professional services firm Alvarez & Marsal,
is an independent tax group comprised of experienced tax
professionals dedicated to providing customized tax advice to
clients and investors across a broad range of industries. Its
professionals extend Alvarez & Marsal's commitment to offering
clients a choice in tax advisors free from audit-based conflicts
of interest.  Alvarez & Marsal Taxand serves clients with
knowledge, experience and integrity, and an unyielding commitment
to delivering unmatched and responsive client service.  Alvarez &
Marsal Taxand, LLC has offices in major metropolitan markets
throughout the United States, in addition to London, England with
the recent launch in 2007 of Alvarez & Marsal Taxand UK, LLP.

Alvarez & Marsal Taxand is a founding member of Taxand, the first
global network of independent tax advisors formed in 2005 by small
group of highly respected tax firms around the world.  Having
grown exponentially to more than 2,000 tax professionals,
including 300 partners based in nearly 50 countries, the Taxand
global network provides companies around the world with the
premier alternative to Big Four audit firms.


* McDonald Hopkins Law Firm Continues to Expand
-----------------------------------------------
Joseph J. Jacobi has joined the Chicago office of McDonald Hopkins
LLC, a business advisory and advocacy law firm.  Jacobi, who is an
experienced intellectual property litigator, is a Member in the
firm's Litigation Department and Intellectual Property Practice.
Before joining McDonald Hopkins, Jacobi was a partner with the
Kirkland & Ellis law firm.

Jacobi's intellectual property litigation experience includes
patent, trade secret, trademark, unfair competition, and copyright
litigation matters in a diverse range of technologies and
industries.  He has litigated in federal and state courts
throughout the country as well as before the U.S. International
Trade Commission, where he has represented and counseled clients
in connection with intellectual property-related investigations.
In addition to his extensive intellectual property expertise,
Jacobi is experienced in antitrust and competition law.

"Joseph Jacobi is an excellent addition to our Chicago office and
our firm's national Intellectual Property Practice," said Richard
N. Kessler, managing member of the McDonald Hopkins' Chicago
office, which recently relocated to the 300 North LaSalle building
to accommodate the firm's continuing growth.

Jacobi has demonstrated a long-term commitment to pro bono legal
work in a variety of litigation matters related to areas such as
civil rights, prisoners' rights and the rights of homeless
persons.

Jacobi received his J.D. from Harvard Law School in 1997 and a
B.A. degree in Political Science from the State University of New
York in 1994.

                      About McDonald Hopkins

McDonald Hopkins is a business advisory and advocacy law firm
focused on business law, litigation, business restructuring and
bankruptcy, intellectual property, healthcare, and estate
planning. The firm has offices in Chicago, Cleveland, Columbus,
Detroit, and West Palm Beach. The president of McDonald Hopkins is
Carl J. Grassi.


* MorrisAnderson Promotes Steven F. Agran to Managing Director
--------------------------------------------------------------
MorrisAnderson disclosed that Steven F. Agran, from
MorrisAnderson's New York office, has been promoted to Managing
Director.

Dan Dooley, Principal and COO of MorrisAnderson, states, "Steve
joined the firm a little less than two years ago, and during that
time he has proved himself as an excellent consultant and a
developing new business generator.  Steve's depth of industry
experience in trucking, consumer products and retail has been
integral to the success of several major projects."

Adds Dooley, "We are very proud of Steve and, as a Managing
Director in our New York office, he will be an essential element
in helping us expand our business in the tri-state region."

Agran has spent over a decade providing turnaround and interim
management services in a broad range of industries.  His
experience includes bankruptcy, liquidation and asset sales, and
budgeting and cash flow for distressed or failing companies.

Recent successful projects include serving as interim CEO and CFO
of an $80 million artificial flower design, sales and distribution
company; and overseeing the planning, bankruptcy and wind down of
Jevic Transportation, Inc.  Previous projects include serving as
interim CFO for a $250 million beef slaughter and processing
company; providing management consulting and merger integration
services for a $300 million health care organization; and
implementing the safety program, equipment procurement and
tracking and monitoring systems for a $250 million trucking
company emerging from bankruptcy.

Before joining MorrisAnderson, Agran was a senior workout
consultant with Addition Management and Glass & Associates.
Previously, Agran was the Chief Operating Officer of PickQuick, a
division of Central Lewmar Paper Co., and President and co-founder
of Retail Enterprises, Inc.

A former Price Waterhouse consulting/tax/audit employee, Agran
holds a bachelor's degree in business administration from the
University of Michigan and a master's degree in business
administration from Fuqua School of Business, Duke University.

                     About MorrisAnderson

Now celebrating its 30th anniversary, Chicago-based MorrisAnderson
has offices in New York, Atlanta, Milwaukee, Los Angeles,
Cleveland, St. Louis and most recently, Charlotte, N.C. The firm's
service offerings include performance improvement, financial
advisory, interim management, turnarounds, workouts, litigation
support, valuation, information technology services, and
insolvency services and wind-downs.


* Warren Buffet Taps Easton Lynd to Manage Distressed Properties
----------------------------------------------------------------
Easton Lynd Management has been tapped by Berkadia Commercial
Mortgage LLC to manage a portion of its distressed property
portfolio throughout the United States.  Berkadia, based out of
Horsham, Pennsylvania, is a top-rated, special servicer of
commercial real estate loans owned jointly by Warren Buffet's
holding company, Berkshire Hathaway Inc. and Leucadia National
Corp.  Berkadia has a portfolio of $240 million, making it the
third largest servicer in the United States.  Easton Lynd has more
than 30 years managing commercial properties with 9.7 million
square feet currently under assignment nationwide.

Easton Lynd's first assignment with Berkadia is a 44,000 square
foot stand-alone retail building in Clearwater, Florida, that the
loan servicer took back in January 2010.  Circuit City had
occupied the space prior to its filing bankruptcy and going out of
business.

Zac Gruber, regional vice president in charge of Easton Lynd, said
a property manager plays a vital role for a loan servicer when it
comes to maximizing a property's value.

"Timing is very important in distressed situations," said Gruber.
"As a manager, you have to act quickly and be able to identify any
issues that are causing the property to lose money.  You then have
to analyze, prioritize and execute what needs to be done to turn
the asset around.  It takes a well-trained staff to make this
happen."

Gruber continued, "We manage properties like they are our own.
Our operations and executive teams come from all areas of
commercial real estate, so we are intimately aware of the
pressures of real estate investment.  We have the clients' best
interest in mind 100% of the time."

Gruber said one area in which Easton Lynd brings value is its
ability to bring expertise and flexibility to the table when
decisions are being made on how to eventually dispose of
distressed real estate.

"We provide important feedback that helps steer lenders and
servicers in making the right business decision," said Gruber.

Another feature that gives Easton Lynd a distinct competitive edge
is its technology platform.  The company developed a web-based
portal called Easton Lynd Ultranet, which allows owners to view
reports, property files, leases, financial statements, insurance
binders and results whenever they need access to that information.

"Berkadia ultimately chose us due to our real time technology and
transparent reporting," said David Lynd, chief operating officer
of The Lynd Company.  "In times like these, no one wants
surprises.  We look forward to continuing our third party
management presence in the commercial space in the coming year."

Easton Lynd expects Berkadia and other commercial lenders will
have a wave of real estate takeovers to fill the pipeline in 2010.
Gruber expects commercial loan defaults to increase and believes
his company is well positioned to manage these assets.

"We've been highly successful in leveraging technology, expertise
and strong customer service to add value to real estate
investments for more than 30 years," said Gruber.  "We look
forward to doing that with Berkadia and any other entity that
needs help managing troubled real estate assets anywhere in the
country."

                        About Easton Lynd

Easton Lynd Management, a division of San Antonio, Texas-based The
Lynd Company, is one of the country's fastest growing and most
advanced commercial real estate management companies.  The firm
represents a diverse investor base from small private investors to
large institutional clients across multiple property types
including industrial, office and retail.  Its revolutionary
property reporting and tenant interaction capabilities make Easton
Lynd a preferred property management firm.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                                          Total
                                             Total       Share-
                                 Total     Working     Holders'
                                Assets     Capital       Equity
   Company          Ticker       ($MM)       ($MM)        ($MM)
   -------          ------     ------      -------     --------
ACCO BRANDS CORP    ABD US    1,078.00      217.20      (102.90)
ADVANCED BIOMEDI    ABMT US       0.15       (1.24)       (1.16)
AFC ENTERPRISES     AFCE US     115.70       (0.30)      (22.90)
AFFYMAX INC         AFFY US     144.93        7.14        (2.73)
AGA MEDICAL HOLD    AGAM US     332.79       28.51       (47.64)
AMER AXLE & MFG     AXL US    1,953.00       33.10      (739.60)
AMERICAS ENERGY     AENY US       0.60        0.59        (0.01)
AMR CORP            AMR US   25,754.00   (1,448.00)   (2,859.00)
ARTIO GLOBAL INV    ART US      280.40         -         (33.37)
ARTIO GLOBAL INV    A1I GR      280.40         -         (33.37)
ARVINMERITOR INC    ARM US    2,508.00       27.00    (1,248.00)
AUTOZONE INC        AZO US    5,385.82     (186.44)     (483.96)
BLOUNT INTL         BLT US      487.85       29.49       (22.15)
BLUEKNIGHT ENERG    BKEP US     316.83       (4.27)     (133.64)
BOARDWALK REAL E    BEI-U CN  2,405.68         -         (36.79)
CABLEVISION SYS     CVC US    0,128.00     (111.68)   (5,193.36)
CARDTRONICS INC     CATM US     457.20      (41.75)       (8.29)
CC MEDIA-A          CCMO US  17,696.08    1,507.96    (7,020.56)
CENTENNIAL COMM     CYCL US   1,480.90      (52.08)     (925.89)
CENVEO INC          CVO US    1,601.19      203.42      (178.97)
CHENIERE ENERGY     CQP US    1,918.95       28.24      (472.03)
CHOICE HOTELS       CHH US      353.03      (13.42)     (132.91)
CLOROX CO           CLX US    4,598.00     (665.00)      (47.00)
CONEXANT SYS        CNXT US     273.75       65.77       (66.65)
CYTORI THERAPEUT    CYTX US      25.00       11.37        (1.42)
DELCATH SYSTEMS     DCTH US       6.77       (4.98)       (4.94)
DEXCOM              DXCM US      53.96       25.84        (9.10)
DISH NETWORK-A      DISH US   8,658.74      710.57    (1,381.37)
DOMINO'S PIZZA      DPZ US      443.74      106.68    (1,350.12)
DUN & BRADSTREET    DNB US    1,600.30     (181.70)     (720.30)
DYAX CORP           DYAX US      51.59       23.57       (49.20)
EPICEPT CORP        EPCT SS      11.96        5.79        (5.16)
EXELIXIS INC        EXEL US     421.10       91.53      (142.77)
EXTENDICARE REAL    EXE-U CN  1,655.19      126.26       (47.76)
FORD MOTOR CO       F US    205,896.00   (9,751.00)   (7,270.00)
GLG PARTNERS-UTS    GLG/U US    466.58      168.33      (277.14)
GREAT ATLA & PAC    GAP US    3,025.43      248.68      (358.47)
HEALTHSOUTH CORP    HLS US    1,754.40       35.90      (534.50)
HOVNANIAN ENT-A     HOV US    2,024.58    1,261.10      (316.31)
IMS HEALTH INC      RX US     2,110.52      230.86       (42.68)
INCYTE CORP         INCY US     472.82      358.38      (199.36)
INTERMUNE INC       ITMN US     157.15       92.82       (83.36)
IPCS INC            IPCS US     559.20       72.11       (33.02)
JAZZ PHARMACEUTI    JAZZ US     102.17       (8.97)      (82.44)
JUST ENERGY INCO    JE-U CN   1,378.06     (392.04)     (350.05)
KNOLOGY INC         KNOL US     643.99       20.90       (41.94)
LIBBEY INC          LBY US      799.18      115.23       (61.99)
LIN TV CORP-CL A    TVL US      772.71        6.57      (188.41)
LINEAR TECH CORP    LLTC US   1,512.83    1,062.13      (114.33)
MANNKIND CORP       MNKD US     288.66       34.89        (2.41)
MEAD JOHNSON        MJN US    1,964.30      502.30      (697.50)
MEDIACOM COMM-A     MCCC US   3,721.86     (253.93)     (434.75)
MONEYGRAM INTERN    MGI US    5,907.14      (54.63)      (32.95)
MOODY'S CORP        MCO US    1,874.20     (305.80)     (647.50)
NATIONAL CINEMED    NCMI US     607.80       85.00      (504.50)
NAVISTAR INTL       NAV US   10,027.00    1,563.00    (1,739.00)
NPS PHARM INC       NPSP US     154.65       72.04      (222.37)
OCH-ZIFF CAPIT-A    OZM US    1,976.06         -         (88.36)
OSIRIS THERAPEUT    OSIR US     110.80       48.53        (3.29)
OVERSTOCK.COM       OSTK US     144.38       34.09        (3.10)
PALM INC            PALM US   1,326.92       61.03      (151.17)
PDL BIOPHARMA IN    PDLI US     264.45      (16.23)     (242.39)
PETROALGAE INC      PALG US       3.23       (6.62)      (40.14)
PROTECTION ONE      PONE US     628.12       29.11       (83.27)
QWEST COMMUNICAT    Q US     20,225.00      766.00    (1,031.00)
REGAL ENTERTAI-A    RGC US    2,512.50      (13.60)     (258.50)
REVLON INC-A        REV US      802.00      105.40    (1,043.40)
SALLY BEAUTY HOL    SBH US    1,490.73      341.73      (613.65)
SANDRIDGE ENERGY    SD US     2,310.97        1.42      (190.99)
SELECT COMFORT C    SCSS US      82.27      (68.66)      (38.75)
SIGA TECH INC       SIGA US       8.17       (4.07)      (11.49)
SINCLAIR BROAD-A    SBGI US   1,629.15      (17.99)     (132.17)
STEREOTAXIS INC     STXS US      40.48        1.36       (15.27)
SUCCESSFACTORS I    SFSF US     181.33        3.21        (2.59)
SUN COMMUNITIES     SUI US    1,189.20         -         (95.46)
TALBOTS INC         TLB US      839.70       (3.95)     (190.56)
TAUBMAN CENTERS     TCO US    2,607.20         -        (466.57)
TENNECO INC         TEN US    2,939.00      233.00      (213.00)
THERAVANCE          THRX US     183.47      123.53      (175.21)
UAL CORP            UAUA US  18,347.00   (2,111.00)   (2,645.00)
UNISYS CORP         UIS US    2,741.10      186.80    (1,145.50)
UNITED RENTALS      URI US    3,895.00      312.00       (18.00)
US AIRWAYS GROUP    LCC US    7,454.00     (458.00)     (355.00)
VENOCO INC          VQ US       715.17      (13.00)     (169.00)
VERMILLION INC      VRMLQ US      7.15       (2.96)      (24.87)
VIRGIN MOBILE-A     VM US       307.41     (138.28)     (244.23)
WARNER MUSIC GRO    WMG US    4,070.00     (650.00)     (143.00)
WEIGHT WATCHERS     WTW US    1,076.72     (329.14)     (748.21)
WORLD COLOR PRES    WC CN     2,641.50      479.20    (1,735.90)
WORLD COLOR PRES    WC/U CN   2,641.50      479.20    (1,735.90)
WR GRACE & CO       GRA US    3,936.80    1,095.10      (312.30)
ZYMOGENETICS INC    ZGEN US     243.39       59.40       (21.76)



                           *********

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.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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