TCR_Public/100204.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, February 4, 2010, Vol. 14, No. 34

                            Headlines


111/CAMINO REAL: Files Schedules of Assets and Liabilities
111/CAMINO REAL: Section 341(a) Meeting Set for February 25
AARON ROSENZWEIG: Case Summary & 20 Largest Unsecured Creditors
AEROTHRUST CORP: Section 341(a) Meeting Rescheduled to February 9
2000 ST. JAMES: Case Summary & 20 Largest Unsecured Creditors

AEROTHRUST CORP: To Lay Off 176 Employees Effective April 1
AES IRONWOOD: Moody's Downgrades Rating on Senior Bonds to 'B2'
AIRTRAN HOLDINGS: BlackRock Reports 7.65% Equity Stake
AIRTRAN HOLDINGS: Deregisters $77,499,998 of Securities
AIRTRAN HOLDINGS: Posts $134.7 Million Net Income for FY2009

ALLIED CAPITAL: Pays Senior Secured Private Debt from Cash Sale
ALLIED SECURITY: Friedman LLP is New Accountant Following Merger
ALVARADO LAND: Voluntary Chapter 11 Case Summary
AMERICAN INT'L: Agrees to Cut Employee Bonuses by $20 Million
AMERICAN INT'L: Ex-Lehman Legal Officer Russo, 5 Others, On Board

ANDREW IRVINE: Case Summary & 18 Largest Unsecured Creditors
ARCH ALUMINUM: Emerges from Chapter 11 Bankruptcy
ARLIE & CO: Asks for Court Authorization to Use Cash Collateral
AVIS BUDGET: S&P Raises Corporate Credit Rating to 'B+'
BELK PROPERTIES: Sub Rosa Plan DIP Financing Pact Rejected

BERNARD MADOFF: Court Rejects Securities Fraud Claims vs. Cohmad
BERNARD MADOFF: Hearing on "Cash-In/ Cash-Out" Method Begins
BI-LO LLC: Has Standby Liquidator and Longer Money Use
BLOCKBUSTER INC: Foxhill No Longer Holds Class B Shares
BLOCKBUSTER INC: Icahn Discloses Stake, Resigns from Board

BLOCKBUSTER INC: Lonestar Partners Holds 1.5% of Class B Shares
BLOCKBUSTER INC: Marathon Holds 7.49% of Class B Shares
BROOKLYN ARENA: S&P Assigns 'B' Rating on $106 Mil. Senior Notes
BRUCE NEVIASER: Files for Chapter 11 Bankruptcy in Wisconsin
BRYANT VICKERY: Voluntary Chapter 11 Case Summary

CALIFORNIA COASTAL: BofA Discloses Ownership of 9.4% of Stock
CALTEX SWABBING: Case Summary & 20 Largest Unsecured Creditors
CANAL CAPITAL: Says Significant Factors Raise Going Concern Doubt
CASCADE ACCEPTANCE: Hearing on Examiner Appointment Set for Feb. 5
CATHOLIC CHURCH: Fairbanks Has Deal on Future Claims Reserve

CATHOLIC CHURCH: Fairbanks Taps Coers Mitchell as Oregon Counsel
CENTRAL METAL: U.S. Trustee Forms 4-Member Creditors Committee
CHARLES ROY NICOLS: Case Summary & 24 Largest Unsecured Creditors
CHEMTURA CORP: Amends & Assumes Sinon Agreement
CHEMTURA CORP: Enters Into Cross-License Agreement With Albemarle

CHEMTURA CORP: Proposes to Assume Albemarle Sales Agreement
CHEMTURA CORP: Proposes to Consolidate & Idle El Dorado Assets
CHL HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
CIRCUIT CITY: Plan Confirmation Adjourned to March 8
COACHMEN INDUSTRIES: Reports $3 Million Net Loss in 4th Qtr 2009

CONEXANT SYSTEMS: Reports $8.334 Mil. Net Income for Jan. 1 Qtr
CORUS BANKSHARES: Receives Notices of Default from Bank of America
DANIA CORNER: Voluntary Chapter 11 Case Summary
DECODE GENETICS: Debtor Now DGI Resolution Following Assets Sale
DELPHI CORP: Former CEO Was 'Reckless' in Signing Financials

DELTA AIR: Mesa Air to Assume Code-Share Agreement
DENBURY RESOURCES: Moody's Confirms 'Ba3' Corporate Family Rating
DENNY'S CORPORATION: Appoints Laysha Ward as Director
DOLE FOOD: S&P Affirms Corporate Credit Rating at 'B'
DOWNSTREAM DEVELOPMENT: Moody's Affirms 'Caa1' Corp. Family Rating

ELITE LANDINGS: Wants Ch. 11 Plan Filing Extended Until April 6
ENTERPRISE INNS: S&P Downgrades Rating to 'BB-' on Pressures
ERICKSON RETIREMENT: Lenders Want Protocol for Claims Filing
ERICKSON RETIREMENT: No Staffing Changes as of January
FAIRFIELD RESIDENTIAL: Creditors Support $125-Mil. Investment Deal

FLEETWOOD ENTERPRISES: Heartland RV Acquires Towable Trademarks
FLYING J: Alon Under Contract to Buy Big West Refinery
FONTAINEBLEAU LV: Lehman Mezzanine Loan Listed as Unsecured
FONTAINEBLEAU LV: Retail Debtors Amend Creditors List
FOUNTAIN POWERBOAT: Unsecured Creditors Balk at Revised Plan

FREEDOM COMMUNICATIONS: Stay Modified to OK Paper Carrier Deal
GENMAR HOLDINGS: Platinum Equity Closes Boat Brands Purchase
GRAND PARKWAY: Case Summary & 1 Largest Unsecured Creditor
GREEKTOWN HOLDINGS: Isle of Capri OKs End of Consulting Deal
HAIGHTS CROSS: Wants Schedules Filing Extended Until April 26

HAWKEYE RENEWABLES: 2nd Lien Lenders Wants Creditors Panel Formed
GRAND PARKWAY: Case Summary & 1 Largest Unsecured Creditor
IMPERIAL CAPITAL: Files Schedules of Assets and Liabilities
INTERTAPE POLYMER: Wells Fargo Reports 20.50% Equity Stake
ITC^DELTACOM INC: Moody's Assigns 'B3' Rating on $325 Mil. Notes

JAMES LANCASTER: Case Summary & 1 Largest Unsecured Creditor
JAPAN AIRLINES: ETIC to Borrow JPY355 Bil. to Provide Aid
JOSEPH CHARLES: Files List of Six Largest Unsecured Creditors
JOSEPH CHARLES: Section 341(a) Meeting Scheduled for March 11
LEHMAN BROTHERS: BNY Mellon to Appeal Ruling on Dante Program

LEO WATSON: Case Summary & 20 Largest Unsecured Creditors
LIZBETH FONSECA COTTO: Case Summary & 20 Largest Unsec. Creditors
LUXOR HOSPITALITY: Voluntary Chapter 11 Case Summary
LYONDELL CHEMICAL: Gets Nod to Expand McKinsey Work
LYONDELL CHEMICAL: Proposes Settlement With BoNY

MARK MAJETTI: Exits Chapter 11 After Stripdown & Cramdown
MARK WENTWORTH: Default Prompts Chapter 11 Bankruptcy Filing
MEDLINK INTERNATIONAL: Files Second Amendment to 10-K for 2008
MESA AIR: Gets March 5 Extension for Schedules & Statements
MESA AIR: Proposes Protocol for Rejecting Aircraft Leases

MESA AIR: Proposes to Assume Delta Code-Share Agreement
MESA AIR: Wants to Enter Into Sec. 1110 Pacts for Planes
METRO-GOLDWYN-MAYER: 2nd-Round Bidding Draws Blavatnik
MIDWAY GAMES: Creditors' Claims Against Redstone Dismissed
MORRIS PUBLISHING: Asks for Court Okay to Use Cash Collateral

MOVIE GALLERY: Returns to Chapter 11 to Close 760 Stores
MUZAK HOLDINGS: Has Access to Cash Collateral Until February 8
NATIONAL AUTOMATION: Sept. 30 Balance Sheet Upside-Down by $2.7MM
NEENAH ENTERPRISES: Files Pre-Negotiated Ch. 11; Has $140MM Loan
NFR ENERGY: S&P Assigns Corporate Credit Rating at 'B'

ORANGE COUNTY: Has Until March 18 to File Plan of Reorganization
ORLEANS HOMEBUILDERS: Executes 3rd Waiver Letter on Loan Agreement
PARK AT BRIARCLIFF: Voluntary Chapter 11 Case Summary
PATRICK HACKETT: Files Reports Required Under Chapter 11
PERRY COUNTY: Schedules Filing Deadline Extended Until Feb. 9

PERRY COUNTY: Section 341(a) Meeting Scheduled for March 11
PERRY COUNTY: Taps Helmsing Leach as Bankruptcy Counsel
PERRY COUNTY: Wants to Hire Diamond McCarthy as Special Counsel
PINECREST NATIONAL: Voluntary Chapter 11 Case Summary
PMP II LLC: Files Schedules of Assets and Liabilities

PONIARD PHARMACEUTICALS: Slashes 57% of Workforce
PROTOSTAR LTD: Proposes to Return 85% to Unsecured Creditors
PROVIDENT ROYALTIES: Properties Sell for $46 Million
QUAIL RIDGE: Case Summary & 1 Largest Unsecured Creditor
READER'S DIGEST: Moody's Retains 'B1' Corporate Family Rating

RENAISSANT LAFAYETTE: Files Schedules of Assets and Liabilities
RENAISSANT LAFAYETTE: Frank Giuffre Eyes to Buy Building for $50MM
RICHARD AIDEKMAN: Voluntary Chapter 11 Case Summary
RICHARD MALCOLM: Case Summary & 19 Largest Unsec. Creditors
RICHARD MONAGLE: Case Summary & 19 Largest Unsecured Creditors

RIM DEVELOPMENT: Wants to Use CoreFirst & Textron Cash Collateral
RJ YORK: Files for Chapter 11 Bankruptcy in Wake of Foreclosure
RJ YORK: Case Summary & 20 Largest Unsecured Creditors
ROADOR INDUSTRIES: Delays Filing of Annual Financial Statements
RYLAND GROUP: Narrows Net Loss to $162.5 Million in 2009

SCOTT NOVACEK: Case Summary & 20 Largest Unsecured Creditors
SEQUENOM INC: Board Approves 1999 Employee Stock Purchase Plan
SEQUENOM INC: Court Okays Settlement Between LA Retirement System
SHANE CO: Seeks Until March 15 to File Chapter 11 Plan
S.H. LEGGITT: Case Summary & 20 Largest Unsecured Creditors

SHIMASE LLC: Case Summary & 9 Largest Unsecured Creditors
SINCLAIR BROADCAST: Bank of America Discloses 5.6% Equity Stake
SINCLAIR BROADCAST: BlackRock Reports 5.98% Equity Stake
SINCLAIR BROADCAST: Commences Tender Offers for 3% & 4.875% Notes
SMURFIT-STONE: 140 Parties Want Ontonagon Mill Sold

SMURFIT-STONE: Exceeds $471 Million Semi-Annual EBITDA Target
SMURFIT-STONE: To Present Plan for Confirmation on April 14
SPHERIS INC: Files for Bankruptcy to Sell Assets to MedQuist
ST MARY'S HOSPITAL: Emerges from Chapter 11 Protection
STALLION OILFIELD: S&P Raises Corporate to 'CCC+' After Emergence

STARPOINTE ADERRA: Court Sets Cash Collateral Hearing for Feb. 10
SUNDOWN HILLS: Cash Collateral Hearing Set for February 5
TATTERSALL CLUB: Case Summary & 20 Largest Unsecured Creditors
TEAM FINANCE: Moody's Upgrades Corporate Family Rating to 'B1'
TRIBUNE CO: Gets Nod for Heast Corp. Settlement

TRIBUNE CO: MIP Component to Incentive Plan Approved
TRIBUNE CO: Wilmington Trust Wants Access to Documents
TRIBUNE CO: Wilmington Trust Wants Chapter 11 Examiner
TRIDENT RESOURCES: Has $200 Million Rights Offering
TRISTAR USA: Case Summary & 4 Largest Unsecured Creditors

UNIPROP MANUFACTURED: Completes Sale of Old Dutch Farms Property
UNITED SITE: S&P Withdraws 'SD' As Debt Exchange Completed
UNO RESTAURANT: Wants DIP Financing & Cash Collateral Use
UNISYS CORP: Sells Check and Cash Automation Equipment Business
UNISYS CORP: Unit Wins Contract with Mexican Government

VERENIUM BIOFUELS: Inks Amended License Agreement With BP Biofuels
VISTEON CORP: Exploring Alternative Plan Structures
VISTEON CORP: Has Access to Cash Collateral Until February 18
VISTEON CORP: More Retirees Oppose Transfer of Pension to PBGC
VISTEON CORP: Pension Plan Participants Appointed to Committee

VLADIMIR MOROZOV: Case Summary & 20 Largest Unsecured Creditors
WALKING COMPANY: Can Liquidate Inventory in Underperforming Stores
WALKING COMPANY: Can Obtain $30MM DIP Loan from Wells Fargo Retail
WALKING COMPANY: Submits Near Full-Payment Reorganization Plan
WARNER CHILCOTT: Moody's Affirms Corporate Family Rating at 'B1'

WASHINGTON MUTUAL: Equity Committee Proposes Venable as Counsel
WASHINGTON MUTUAL: Fails to Win Nod for Exam on Regulators
WASHINGTON MUTUAL: Reiterates Plea to Disband Equity Committee
WHITNEY HOLDING: Fitch Affirms Preferred Stock Rating at 'BB+'
WILLIAM MARKSON: Case Summary & 20 Largest Unsecured Creditors

WILLIAMS PARTNERS: Fitch Upgrades Issuer Default Rating From 'BB'
XIOM CORP: Now Known as Environmental Infrastructure

* Funding Status of US Pensions Declines to 83.7% in January
* January Consumer Bankruptcy Filings Decrease 10% from December
* TCW Distressed Debt Funds Cut Mgmt. Fees After Chief's Exit

* Analysis Group Adds Leading Experts
* Corporate Credit Quality Improves in January, Kamakura Reports
* Former Goodwin Procter Partners Jump to Dechert
* Gerald Silver Joins Chadbourne & Parke Litigation Group

* Former Duane Morris Managing Partner David Sykes Dies

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


                            *********


111/CAMINO REAL: Files Schedules of Assets and Liabilities
----------------------------------------------------------
111/Camino Real, LLC, filed with the U.S. Bankruptcy Court for the
Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $5,000,000
  B. Personal Property               $42,648
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $15,708,716
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $9,179,055
                                 -----------      -----------
        TOTAL                     $5,042,648      $24,887,771

Long Beach, California-based 111/Camino Real, LLC, filed for
Chapter 11 on January 8, 2010 (Bankr. C.D. Calif. Case No. 10-
10685).  Stephen F. Biegenzahn, Esq., assists the Debtor in its
restructuring effort.  In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.


111/CAMINO REAL: Section 341(a) Meeting Set for February 25
-----------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in 111/Camino Real, LLC's Chapter 11 case on February 25, 2010, at
3:00 p.m.  The meeting will be held at 725 S Figueroa St., Room
2610, Los Angeles, 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.

Long Beach, California-based 111/Camino Real, LLC, filed for
Chapter 11 on January 8, 2010 (Bankr. C.D. Calif. Case No. 10-
10685).  Stephen F. Biegenzahn, Esq., assists the Debtor in its
restructuring effort.  The Debtor did not file a list of its 20
largest unsecured creditors when it filed its petition.  In its
petition, the Debtor listed assets and debts both ranging from
$10,000,001 to $50,000,000.


AARON ROSENZWEIG: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Aaron Jeffrey Rosenzweig
               Jacqueline Carranza Rosenzweig
               617 Walcott Way
               Cary, NC 27519

Bankruptcy Case No.: 10-00757

Chapter 11 Petition Date: February 2, 2010

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtors' Counsel: Danny Bradford, Esq.
                  Paul D. Bradford, PLLC
                    dba Bradford Law Offices
                  6512 Six Forks Road, Suite 304
                  Raleigh, NC 27615
                  Tel: (919) 758-8879
                  Fax: (919) 803-0683
                  Email: dbradford@bradford-law.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 $1,878,225
and total debts of $3,156,505.

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/nceb10-00757.pdf

The petition was signed by the Joint Debtors.


AEROTHRUST CORP: Section 341(a) Meeting Rescheduled to February 9
-----------------------------------------------------------------
Roberta DeAngelis, Acting U.S. Trustee for Region 3, rescheduled
to February 9, 2010, at 10:00 a.m. (Eastern time), the meeting of
creditors in AeroThrust Corporation, et al.'s Chapter 11 cases.
The meeting will be held at J. Caleb Boggs Federal Building, 2nd
Floor, Room 2112, Wilmington, Delaware.

The meeting was originally scheduled for January 29, 2010, at
3:00 p.m.

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.

Miami, Florida-based AeroThrust Corporation provides engine
repair, maintenance and overhaul of the CFM56 and JT8D engines.
AeroThurst is 100% owned by Windstar Capital LLC, a Los Angeles-
based company that bought it from Saab AB for $50.1 million in
2001.  The Company filed for Chapter 11 bankruptcy protection on
December 27, 2009 (Bankr. D. Del. Case No. 09-14541).  Its
affiliate, AeroThrust Engine Leasing Holding Company, LLC, also
filed a Chapter 11 bankruptcy petition.  AeroThurst holds a 51%
interest in AeroThrust Leasing Holding LLC.  Thomas F. Driscoll,
III, Esq., at Bifferato LLC, assists the Debtors in their
restructuring efforts.  AeroThrust Corp. listed $50,000,001 to
$100,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.  The Company owes $11.6 million to secured lender PNC
Bank.


2000 ST. JAMES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 2000 St. James Place, L.P.
        811 Rusk, Suite 1150
        Houston, TX 77002

Bankruptcy Case No.: 10-30993

Chapter 11 Petition Date: February 2, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Letitia Z. Paul

Debtor's Counsel: Adrian Stanley Baer, Esq.
                  Cordray Tomlin PC
                  3606 Sul Ross
                  Houston, TX 77098
                  Tel: (713) 630-0600
                  Fax: (713) 630-0017
                  Email: abaer@clegal.com

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

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

The petition was signed by Dougal A. Cameron IV, the company's
manager.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Reliant Energy             Trade Debt             $43,712

Insurance Alliance         Trade Debt             $14,475

Ziegler Cooper             Trade Debt             $13,884

SBM Site Services LLC      Trade Debt             $11,889

ERS                        Trade Debt             $10,195

City of Houston-Water      Trade Debt             $7,597
Department

Western Horticultural      Trade Debt             $6,268
Services

Nalco                      Trade Debt             $4,023

SimplexGrinnell            Trade Debt             $3,394

Konica Minolta             Trade Debt             $2,798

REMC                       Trade Debt             $1,704

American Elevator          Trade Debt             $1,580
Inspections

AT&T                       Trade Debt             $1,551

Logix Communications       Trade Debt             $1,322

Environmental Coalition,   Trade Debt             $1,376
Inc.

Envirotest                 Trade Debt             $1,295

Sprint Customer Service    Trade Debt             $1,059

Interiorscapes of          Trade Debt             $813
Houston, Inc.

Kele, Inc.                 Trade Debt             $775

Abiti-Consolidated Corp.   Trade Debt             $231


AEROTHRUST CORP: To Lay Off 176 Employees Effective April 1
-----------------------------------------------------------
South Florida Business Journal says AeroThrust Corporation plans
to lay off 129 employees while its unit Gap International Sourcing
also plans to lay off 47 workers effective April 1, 2010.

The Company is seeking buyers for its assets but so far none have
come forward.  The Company's assets will be sold at an auction.

Miami, Florida-based AeroThrust Corporation provides engine
repair, maintenance and overhaul of the CFM56 and JT8D engines.
AeroThurst is 100% owned by Windstar Capital LLC, a Los Angeles-
based company that bought it from Saab AB for $50.1 million in
2001.  The Company filed for Chapter 11 bankruptcy protection on
December 27, 2009 (Bankr. D. Del. Case No. 09-14541).  Its
affiliate, AeroThrust Engine Leasing Holding Company, LLC, also
filed a Chapter 11 bankruptcy petition.  AeroThurst holds a 51%
interest in AeroThrust Leasing Holding LLC.  Thomas F. Driscoll,
III, Esq., at Bifferato LLC, assists the Debtors in their
restructuring efforts.  AeroThrust Corp. listed $50,000,001 to
$100,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.  The Company owes $11.6 million to secured lender PNC
Bank.


AES IRONWOOD: Moody's Downgrades Rating on Senior Bonds to 'B2'
---------------------------------------------------------------
Moody's Investors Service has downgraded the rating on AES
Ironwood LLC's senior secured bonds to B2 from B1.  The outlook on
the bonds is stable.  This concludes the review for possible
downgrade that was initiated on October 30, 2009.  The downgrade
reflects a significant deterioration in the project's expected
financial performance this year as a result of a reduction in the
scheduled capacity payments it will receive under its tolling
agreement together with the expectation that further reductions in
capacity payments beginning in 2017 could eventually result in a
payment default unless the project is able to achieve some
significant cost savings.  The stable outlook considers that it
will be some time before such a payment default is likely to
occur, giving the project the opportunity to achieve the required
cost savings.

As a result of a 17% drop in capacity payments from PPL Energy
Plus, the offtaker under the project's tolling agreement, cash
flows are expected to decline by $9.5 million in 2010.  There is
no offsetting decrease in the project's debt service costs.  As a
result, after considering approximately $5 million in budgeted
capital expenditures and capitalizable payments under the
project's long-term services agreement with Siemens Power
Generation, debt service coverage is forecast to decline to just
0.9x, though this could vary somewhat depending on the plant's
operating performance.

Despite deferring the $5.9 million in subordinated management fees
payable to its owner, AES Corp., unrestricted cash will fall from
$5.2 million to less than $1.2 million at the end of the year
based upon the company's budget, and in August it is forecast to
drop as low as $660,000.  Management reports that it is
negotiating amendments to the tolling agreement which could
provide the project up to an additional $1.3 million in cash flow,
but liquidity would still be uncomfortably narrow in Moody's
opinion.  Moody's note that the project also has an $800,000 major
maintenance reserve fund and an operating reserve equal to one
month's operating expenses, or approximately $1 million, which
provide it with a little more financial flexibility in the event
of an unexpected increase in costs or shortfall in revenues.  In
addition, it has a $17 million debt service reserve fund, equal to
six months' debt service.  It does not currently have access to
any committed sources of external liquidity.

Capacity payments vary annually according to a schedule in the
PPA, with a peak in 2009.  They grow back somewhat through 2013
but then decline again, dropping below 2010 levels in 2017 and
ultimately falling by another 14% (relative to 2010 levels) by
2021, the final year of the PPA.  Based upon this schedule, debt
service coverage could return to sum-sufficiency in 2012 but it
will likely fall below 1.0x again starting in 2015.  The company
hopes to negotiate agreements with Siemens and PPL (in addition to
that referenced above) that will result in improvements to cash
flows, but it remains uncertain how much benefit the company will
ultimately be able to realize from these.  Unless the company is
able to achieve these improvements or otherwise control its
expenses, cash flow shortfalls will increase annually by
approximately $1.25 million beginning in 2014.  The debt service
reserve fund could be sufficient to cover these shortfalls for
several years, assuming that expenses do not increase.  However,
the project will likely require some significant capital
expenditures in the interim in order to maintain its operating
performance and it is not clear at this time how they will be
funded.

The rating could face further downward pressure if the company is
not able to demonstrate its ability to implement significant
quantifiable cost savings and/or revenue enhancements by the time
capacity payments start to decline again, or if the project
encounters unexpectedly high operating or capital costs.  The
rating is unlikely to be upgraded given the decline in forecast
capacity payments unless the improvements to cash flow are of
sufficient magnitude to more than fully offset the scheduled
decline in capacity payments such that debt service coverage is
forecast to be a minimum of 1.0x throughout the term of the PPA.

The last rating action on the project bonds occurred on
October 30, 2009, when the rating was placed under review for
possible downgrade.

AES Ironwood, LLC (Ironwood) is a 705 MW gas-fired combined-cycle
generating facility in South Lebanon Township, Pennsylvania.  The
project, which is owned by AES Corp., sells all of its capacity to
PPL Energy Plus pursuant to a tolling agreement expiring in 2021.
PPL Energy Plus' obligations under the toll are guaranteed by its
parent, PPL Energy Supply, LLC (sr. unsec. Baa2 stable).


AIRTRAN HOLDINGS: BlackRock Reports 7.65% Equity Stake
------------------------------------------------------
BlackRock, Inc., disclosed that it may be deemed to beneficially
own 10,295,220 shares or roughly 7.65% of the common stock of
AirTran Holdings Inc. as of December 31, 2009.

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- a Fortune 1000 company, is the
parent company of AirTran Airways, which has been ranked the
number one low-cost carrier in the Airline Quality Rating study
for the past two years.  AirTran is the only major airline with
Wi-Fi on every flight and offers coast-to-coast service on North
America's newest all-Boeing fleet.  Its low-cost, high-quality
product also includes assigned seating, Business Class and
complimentary XM Satellite Radio on every flight.

As of September 30, 2009, AirTran had $2.157 billion in total
assets against total current liabilities of $774.9 million, long-
term capital lease obligations of $15.08 million, long-term debt
of $818.2 million, other liabilities of $113.8 million, deferred
income taxes of $7.992 million, and derivative financial
instruments of $12.054 million.  As of September 30, 2009, AirTran
also had accumulated deficit of $100.48 million and total
stockholders' equity of $414.81 million.

AirTran's balance sheet showed strained liquidity with
$634.08 million in total current assets against $774.90 million in
total current liabilities.  As of September 30, 2009, AirTran had
aggregate unrestricted cash, cash equivalents, and short-term
investments of $408.2 million, and AirTran also had $55.2 million
of restricted cash.

                          *     *     *

As reported by the Troubled Company Reporter on December 28, 2009,
Moody's Investors Service raised its ratings of AirTran Holdings'
corporate family and probability of default ratings each to Caa1
from Caa2.  Moody's also affirmed the Caa3 rating on the
Convertible Senior Unsecured Notes due 2023, the SGL-3 Speculative
Grade Liquidity rating and the B1, Caa1 and Caa2 ratings on each
of the Class A, Class B, and Class C tranches, respectively of
AirTran's 1999-1 Enhanced Equipment Trust Certificates.  Moody's
changed the outlook to positive.

The Caa1 Corporate Family rating considers the still high leverage
and AirTran's exposure to cyclical risks in the airline industry.
Moody's anticipates that AirTran could generate positive free cash
flow in 2010 because of improving cash flow from operations and
lower aircraft capital expenditures relative to 2009.  However,
scheduled payments for aircraft materially increase in 2011 to
$270 million, which could temper continued improvements in credit
metrics if operating cash flows do not increase commensurately
with this step-up in capital investment.

The TCR said on July 10, 2009, Standard & Poor's Ratings Services
affirmed the airline's corporate credit rating at CCC+/Stable/--.


AIRTRAN HOLDINGS: Deregisters $77,499,998 of Securities
-------------------------------------------------------
AirTran Holdings, Inc. filed with the Securities and Exchange
Commission Post-Effective Amendment No. 1 to the registration
statement on From S-3, Registration No. 333-136896, dated July 2,
2009, pertaining to the sale of an indeterminate amount of the
Company's common stock, preferred stock, debt securities and
warrants, which may be sold from time to time in one or more
offerings of one or more series up to a total aggregate amount of
$250,000,000.

Pursuant to prospectus supplements filed October 8, 2009, the
Company sold $57,500,002 of common stock and $115,000,000 of
convertible senior notes.  Accordingly, a balance of $77,499,998
of Securities remains unsold and available under the Registration
Statement.

The Company filed Post-Effective Amendment No. 1 to the
Registration Statement pursuant to Rule 478 under the Securities
Act of 1933, as amended, to deregister all of the Capital Stock
that remains unsold under the Registration Statement.  The Company
paid a registration fee of $13,950 in connection with the initial
registration of $250,000,000 of Securities under the Registration
Statement.  The sum of $4,352 representing that portion of the
registration fee for the $77,499,998 of Securities being
deregistered pursuant to the Post-Effective Amendment has been
applied as partial pre-payment, in connection with the pre-payment
of the registration fee for $250,000,000 of the Company's
Securities, under the Company's Registration Statement filed on
Form S-3ASR, Registration No. 333-164379, dated January 15, 2010.

                     About AirTran Holdings

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- a Fortune 1000 company, is the
parent company of AirTran Airways, which has been ranked the
number one low-cost carrier in the Airline Quality Rating study
for the past two years.  AirTran is the only major airline with
Wi-Fi on every flight and offers coast-to-coast service on North
America's newest all-Boeing fleet.  Its low-cost, high-quality
product also includes assigned seating, Business Class and
complimentary XM Satellite Radio on every flight.

As of September 30, 2009, AirTran had $2.157 billion in total
assets against total current liabilities of $774.9 million, long-
term capital lease obligations of $15.08 million, long-term debt
of $818.2 million, other liabilities of $113.8 million, deferred
income taxes of $7.992 million, and derivative financial
instruments of $12.054 million.  As of September 30, 2009, AirTran
also had accumulated deficit of $100.48 million and total
stockholders' equity of $414.81 million.

AirTran's balance sheet showed strained liquidity with
$634.08 million in total current assets against $774.90 million in
total current liabilities.  As of September 30, 2009, AirTran had
aggregate unrestricted cash, cash equivalents, and short-term
investments of $408.2 million, and AirTran also had $55.2 million
of restricted cash.

                          *     *     *

As reported by the Troubled Company Reporter on December 28, 2009,
Moody's Investors Service raised its ratings of AirTran Holdings'
corporate family and probability of default ratings each to Caa1
from Caa2.  Moody's also affirmed the Caa3 rating on the
Convertible Senior Unsecured Notes due 2023, the SGL-3 Speculative
Grade Liquidity rating and the B1, Caa1 and Caa2 ratings on each
of the Class A, Class B, and Class C tranches, respectively of
AirTran's 1999-1 Enhanced Equipment Trust Certificates.  Moody's
changed the outlook to positive.

The Caa1 Corporate Family rating considers the still high leverage
and AirTran's exposure to cyclical risks in the airline industry.
Moody's anticipates that AirTran could generate positive free cash
flow in 2010 because of improving cash flow from operations and
lower aircraft capital expenditures relative to 2009.  However,
scheduled payments for aircraft materially increase in 2011 to
$270 million, which could temper continued improvements in credit
metrics if operating cash flows do not increase commensurately
with this step-up in capital investment.

The TCR said on July 10, 2009, Standard & Poor's Ratings Services
affirmed the airline's corporate credit rating at CCC+/Stable/--.


AIRTRAN HOLDINGS: Posts $134.7 Million Net Income for FY2009
------------------------------------------------------------
AirTran Holdings, Inc., the parent company of AirTran Airways,
Inc., last week reported net income of $134.7 million or $0.95 per
diluted share for the full-year 2009 and net income of
$17.1 million or $0.11 per diluted share for the fourth quarter of
2009. The results, AirTran said, represent an all-time record for
annual net income with an improvement of over $400 million as
compared to last year.  Operating income was $177.0 million and is
also a record for the Company.

"Both our operating and financial numbers clearly illustrate the
hard work and dedication of each of our 8,500 Crew Members," said
Bob Fornaro, AirTran Airways' chairman, president and chief
executive officer.  "Posting these results during one of the most
trying economic times in decades also shows that customers are
very attracted to our unique combination of high-quality, low-cost
service."

Excluding $7.1 million of unrealized gains on the Company's future
fuel hedge portfolio recorded during the quarter, the economic net
income for the fourth quarter was $10.1 million or $0.07 per
diluted share.  In addition, the annual net income results include
$34.7 million of unrealized gains on the Company's future fuel
hedge portfolio, $3 million of gains on asset dispositions, and
$3.3 million of gains on extinguishment of debt, net of tax.
Excluding these items, the economic net income for 2009 was
$93.6 million or $0.67 per diluted share.

The Company said AirTran Airways in 2009 continued to lead the
industry with the lowest non-fuel operating cost per mile among
major airlines on a stage-length adjusted basis.  AirTran has been
able to maintain this advantage by operating North America's
newest all-Boeing fleet, high asset utilization, and driving
efficiencies from all levels of the operation.

"Maintaining our cost advantage is critical to the sustained
success of AirTran Airways," said Arne Haak, AirTran Airways'
senior vice president of finance, treasurer and chief financial
officer.  "Our cost structure is fundamental to the value we
provide our customers in quality service and affordable fares. We
remain focused on managing costs, improving our balance sheet and
positioning ourselves to compete successfully in a difficult
marketplace."

The Company said during 2009, AirTran Airways significantly
strengthened its liquidity and cash position through a number of
transactions including extending and enhancing a $175 million
credit facility and completing over $165 million in equity and
debt financing.

As of December 31, 2009, AirTran had aggregate unrestricted cash,
cash equivalents, and short-term investments of $544.3 million,
and $52.4 million of restricted cash.  During October 2009,
AirTran completed a public offering of $115.0 million in 5.25%
convertible senior notes due in 2016 and a public offering of
11.3 million shares of its common stock at a price of $5.08 per
share. The net proceeds from the two offerings aggregated
approximately $166.3 million.

Cost and financial performance highlights for 2009 to date
include:

     -- Annual non-fuel cost per available seat mile (CASM),
        adjusted of 6.39 cents - lowest among major airlines when
        adjusted for stage length.

     -- Full-time equivalent (FTE) positions per aircraft were
        56.8 at year-end.

     -- Ended the year with $543 million in unrestricted cash.

     -- Received improvements in credit rating and outlook from
        major credit rating agencies.

     -- Annual fuel expense decreased $516 million compared to
        2008.

     -- Hedged 40% of 2010 fuel requirements with benefits
        beginning at $60 per barrel.

A full-text copy of AirTran's earnings release is available at no
charge at http://ResearchArchives.com/t/s?4fb5

                     About AirTran Holdings

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- a Fortune 1000 company, is the
parent company of AirTran Airways, which has been ranked the
number one low-cost carrier in the Airline Quality Rating study
for the past two years.  AirTran is the only major airline with
Wi-Fi on every flight and offers coast-to-coast service on North
America's newest all-Boeing fleet.  Its low-cost, high-quality
product also includes assigned seating, Business Class and
complimentary XM Satellite Radio on every flight.

As of September 30, 2009, AirTran had $2.157 billion in total
assets against total current liabilities of $774.9 million, long-
term capital lease obligations of $15.08 million, long-term debt
of $818.2 million, other liabilities of $113.8 million, deferred
income taxes of $7.992 million, and derivative financial
instruments of $12.054 million.  As of September 30, 2009, AirTran
also had accumulated deficit of $100.48 million and total
stockholders' equity of $414.81 million.

AirTran's balance sheet showed strained liquidity with
$634.08 million in total current assets against $774.90 million in
total current liabilities.  As of September 30, 2009, AirTran had
aggregate unrestricted cash, cash equivalents, and short-term
investments of $408.2 million, and AirTran also had $55.2 million
of restricted cash.

                          *     *     *

As reported by the Troubled Company Reporter on December 28, 2009,
Moody's Investors Service raised its ratings of AirTran Holdings'
corporate family and probability of default ratings each to Caa1
from Caa2.  Moody's also affirmed the Caa3 rating on the
Convertible Senior Unsecured Notes due 2023, the SGL-3 Speculative
Grade Liquidity rating and the B1, Caa1 and Caa2 ratings on each
of the Class A, Class B, and Class C tranches, respectively of
AirTran's 1999-1 Enhanced Equipment Trust Certificates.  Moody's
changed the outlook to positive.

The Caa1 Corporate Family rating considers the still high leverage
and AirTran's exposure to cyclical risks in the airline industry.
Moody's anticipates that AirTran could generate positive free cash
flow in 2010 because of improving cash flow from operations and
lower aircraft capital expenditures relative to 2009.  However,
scheduled payments for aircraft materially increase in 2011 to
$270 million, which could temper continued improvements in credit
metrics if operating cash flows do not increase commensurately
with this step-up in capital investment.

The TCR said on July 10, 2009, Standard & Poor's Ratings Services
affirmed the airline's corporate credit rating at CCC+/Stable/--.


ALLIED CAPITAL: Pays Senior Secured Private Debt from Cash Sale
---------------------------------------------------------------
Allied Capital Corporation said it has successfully repaid in full
its existing senior secured private debt through cash generated by
asset sales and repayments and refinancing proceeds.  The
refinancing was obtained though a senior secured term loan of
$250 million, which was lead arranged by J.P. Morgan Securities
Inc.

Through the use of cash generated by asset sales and repayments,
the Company had reduced its total debt outstanding under the
existing senior secured private notes and secured bank facility
from $891.0 million as of August 28, 2009, to $407.5 million as of
the time of this refinancing.  Under the terms of the private
notes, Allied Capital was able to recover and apply towards
principal the $50 million restructuring fee paid to the private
noteholders in August 2009 by repaying the debt prior to
January 31, 2010.

"This refinancing was a goal from the day we completed the
restructure of the private notes and our team has worked very hard
and made tremendous progress in selectively selling assets and de-
levering our balance sheet," said John Scheurer, President and CEO
of Allied Capital.  "In 2009, we collected cash proceeds totaling
$1 billion from investment repayments or sales, the proceeds of
which represented about 96% of the aggregate fair value of those
assets at the end of the quarter prior to exit. Through our asset
repayments and sales and by refinancing the remaining private debt
outstanding, we have recouped the $50 million restructuring fee,
lowered our cost of capital, and improved our asset coverage
ratio."

On January 29, 2010, after giving effect to the refinancing and
the full repayment of the Existing Private Debt, the Company had
total outstanding debt of $995.5 million and cash and investments
in money market and other securities of approximately
$128 million.

The Term Loan matures on February 28, 2011, and is subject to
certain mandatory prepayments prior to maturity, including
repayments related to asset dispositions.  The Term Loan generally
becomes due and payable upon a change of control or merger; except
that, in certain circumstances, the Term Loan may be assumed by
Ares Capital Corporation in connection with the consummation of
the merger contemplated by the Agreement and Plan of Merger dated
October 26, 2009.

Borrowings under the Term Loan will bear interest based on LIBOR
or a base rate and the Term Loan will initially bear interest at a
rate per annum of 4.74%.  In addition to the interest paid on the
Term Loan, the Company incurred other fees and costs associated
with the repayment and refinancing and will also incur additional
exit fees, which increase over the term of the loan, as the Term
Loan is repaid.

A full-text copy of the Second Amended and Restated Credit
Agreement, dated as of January 29, 2010, by and among Allied
Capital Corporation, JP Morgan Chase Bank, N.A., as Administrative
Agent, is available for free at:

               http://ResearchArchives.com/t/s?500e

A full-text copy of the Amended and Restated Pledge, Assignment,
and Security Agreement, dated as of January 29, 2010, among Allied
Capital Corporation, certain of its Consolidated Subsidiaries and
U.S. Bank National Association, as Collateral Agent for the
Secured Parties is available for free at:

               http://ResearchArchives.com/t/s?500f

A full-text copy of the Amended and Restated Continuing Guaranty
Agreement, dated as of January 29, 2010, by certain consolidated
subsidiaries of Allied Capital Corporation in favor of U.S. Bank
National Association, in its capacity as Collateral Agent is
available for free at:

               http://ResearchArchives.com/t/s?5010

A full-text copy of the Amended and Restated Continuing Guaranty
Agreement, dated as of January 29, 2010, by Allied Asset Holdings
LLC in favor of U.S. Bank National Association, in its capacity as
Collateral Agent is available for free at:

               http://ResearchArchives.com/t/s?5011

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

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

                       Going Concern Doubt

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

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

                           *     *     *

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


ALLIED SECURITY: Friedman LLP is New Accountant Following Merger
----------------------------------------------------------------
Allied Security Innovations, Inc., was notified that Bagell,
Josephs, Levine & Company, LLC, the Company's independent
registered public accounting firm, was combined with Friedman LLP
January 1, 2010.  As of the same date, Bagell Josephs resigned as
the independent registered public accounting firm of the Company
and, with the approval of the Company's Board of Directors,
Friedman LLP was engaged to be the Company's independent
registered public accounting firm.

The Former Accountant's report on the financial statements for the
years ended December 31, 2008 and 2007 were not subject to an
adverse or qualified opinion or a disclaimer of opinion and were
not modified as to audit scope or accounting principles. However,
the Former Accountant's report on the financial statements for the
years ended December 31, 2008 and 2007 contained an explanatory
paragraph which noted that there was substantial doubt about
Company's ability to continue as a "Going Concern" due to
recurring net losses, a working capital deficiency and negative
cash flows from operations.

During the two years ended December 31, 2008, and from
December 31, 2008, through the January 1, 2010.

From the date the Company retained the Former Accountant on
January 4, 2007, through the date of resignation, there were no
disagreements with the Former Accountant on any matters of
accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which, if not resolved to the
satisfaction of the Former Accountant would have caused it to make
reference to the subject matter of the disagreements in connection
with its reports on these financial statements for those periods.

During the two most recent fiscal years through the date of
engagement, the Company did not consult with the New Accountant
regarding the application of accounting principles to a specific
transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's financial
statements, and no written or oral advice was provided by the New
Accountant that was a factor considered by the Company in reaching
a decision as to the accounting, auditing or financial reporting
issues.

                 About Allied Security Innovations

Based in Farmingdale, New Jersey, Allied Security Innovations,
Inc. -- http://www.cgm-ast.com/-- provides homeland security
products and proprietary criminal justice software to over 3,000
clients worldwide.  It is composed of the original DDSI Company, a
public company since 1995, and its wholly owned subsidiary, CGM-
Applied Security Technologies, Inc., (established in 1978).   With
manufacturing in Staten Island, ASI is a manufacturer and
distributor of Homeland Security products, including indicative
and barrier security seals, security tapes and related packaging
security systems, protective security products for palletized
cargo, physical security systems for tractors, trailers and
containers, as well as a number of highly specialized
authentication products.  Allied Security Innovations stock trades
on the OTC Bulletin Board under the symbol "ADSV".

                            *    *    *

As of Sept. 30, 2009, the company has $3,114,181 in total assets
and $53,271,783 in total liabilities resulting to a $50,157,602
stockholder's deficit.


ALVARADO LAND: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Alvarado Land Development Ltd.
        211`0 Sublett
        Arlington, TX 76017

Bankruptcy Case No.: 10-40856

Chapter 11 Petition Date: February 2, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: John J. Gitlin, Esq.
                  5323 Spring Valley Road, Suite 150
                  Dallas, TX 75254
                  Tel: (972) 385-8450
                  Fax: (972) 385-8460
                  Email: jgitlin@earthlink.net

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 Ziauddin Hakim, president of the
general partner of the Company.


AMERICAN INT'L: Agrees to Cut Employee Bonuses by $20 Million
-------------------------------------------------------------
The Wall Street Journal and The New York Times on Tuesday said
American International Group has agreed to cut the $195 million in
bonuses promised to employees by $20 million.  New York Times,
citing people with knowledge of the negotiations, said AIG was to
distribute about $100 million on Wednesday.

According to the Journal, the $20 million AIG secured from former
and current employees at AIG Financial Products will go toward a
commitment it made to recoup $45 million of bonus payouts last
year to employees of the division.  The Journal said that, by last
August, employees indicated they would return a total of
$45 million, of which $19 million had been collected.  That left
$26 million to go.

The Journal noted AIG is trying to reduce the March 2010 payments
by more than that amount, using some of the reductions to cover
the 2009 amounts that it needs to recoup and some to reduce the
2010 payouts.

The NY Times' source said AIG has told all affected employees that
if they do not accept the reduced amounts, they will get no bonus
at all.  According to NY Times, some people have not agreed to the
cutbacks and are insisting on the entire amounts.  According to NY
Times, people with knowledge of the negotiations said that a vast
majority of those still employed at AIG had accepted the cuts, but
only about a third of the former employees had done so.

The NY Times said the reductions may not be enough to appease the
company's critics, who do not accept the company's argument that
it has to honor contracts established before its government
bailout.

On January 21, 2010, AIG filed with the Securities and Exchange
Commission its updated Luxury Expenditure Policy.  Among other
things, the Policy prohibits personal use of corporate aircraft,
other than personal use by the CEO if the personal use is
incidental to a business trip, and requires that any incremental
cost incurred by AIG as a result of any such use must be
reimbursed.  AIG also filed a form of reimbursement agreement to
be used to comply with FAA requirements.

A full-text copy of the Expenditure Policy is available at no
charge at http://ResearchArchives.com/t/s?5012

A full-text copy of the form of reimbursement agreement is
available at no charge at http://ResearchArchives.com/t/s?5013

                             About AIG

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

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

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


AMERICAN INT'L: Ex-Lehman Legal Officer Russo, 5 Others, On Board
-----------------------------------------------------------------
American International Group, Inc., has named six executives to
corporate officer positions:

(A) Thomas Russo

Thomas Russo was named AIG Executive Vice President, Legal,
Compliance, Regulatory Affairs and Government Affairs and General
Counsel. Mr. Russo joins AIG from the New York office of Patton
Boggs LLP, where he served as Senior Counsel.  Prior to that, he
was a Vice Chairman of Lehman Brothers Inc. and Chief Legal
Officer of Lehman Brothers Holdings.  Before joining Lehman in
1993, Mr. Russo was a Partner at Cadwalader, Wickersham & Taft and
a member of its Management Committee.  Mr. Russo has significant
experience in Securities and Exchange Commission enforcement and
broker-dealer operations, and worked for the SEC from 1969 to 1971
as an attorney in its Division of Trading and Markets.  He was an
Advisor to the Brady Commission, as well as Deputy General Counsel
of the Commodity Futures Trading Commission, and the first
Director of its Division of Trading and Markets.  He will report
to Mr. Benmosche.

"I am excited to participate in a process at AIG to both repay the
funds owed the U.S. taxpayers, and to continue to have a company
in which all employees and stakeholders will be proud," Mr. Russo
said.

(B) Paulette Mullings Bradnock

Paulette Mullings Bradnock was named AIG Senior Vice President and
Director of Internal Audit, reporting to Mr. Benmosche and to
Christopher S. Lynch, an AIG Board Member and Chairman of the
Audit Committee.  Previously, Ms. Mullings Bradnock served as
Deputy Director and Chief of Staff for the Internal Audit
Division.  Prior to joining AIG in 2005, Ms. Mullings Bradnock
worked for 21 years at JPMorgan Chase, where she held a number of
senior audit positions, including Audit Partner and Vice
President.

(C) Jeffrey J. Hurd

Jeffrey J. Hurd was named AIG Senior Vice President, Human
Resources and Communications, reporting to Mr. Benmosche. Mr. Hurd
previously held numerous senior positions within AIG, most
recently as AIG's Chief Administrative Officer.  He has also
served as Head of Asset Management Restructuring and interim
President of AIG Global Real Estate.  Prior to that, Mr. Hurd was
Senior Managing Director, Chief Administrative Officer and General
Counsel of AIG Investments, as well as Deputy General Counsel of
AIG.

(D) Sandra P. Kapell

Sandra P. Kapell was named AIG Vice President and Global Head of
Talent Strategy and Performance Systems, reporting to Mr. Hurd.
In this new position, Ms. Kapell will oversee talent management,
development and training, including recruiting, succession
planning and performance management.  She will also be responsible
for developing human resources systems to identify, measure and
track the progress of human capital programs.  Ms. Kapell was most
recently a Senior Vice President at MetLife, leading the Practice
Development Group.  During her six years at MetLife and her
extensive experience in HR roles at other financial services
companies, Ms. Kapell has designed and implemented talent
development and performance management programs that drive
measurable business results.

(E) Michael R. Cowan

Michael R. Cowan was named AIG Senior Vice President and Chief
Administrative Officer, succeeding Mr. Hurd.  Mr. Cowan will
report to Mr. Benmosche and have oversight responsibilities for
AIG's operations and systems, corporate administration and the
separation office.  He joined AIG from Merrill Lynch, where he had
served as Senior Vice President, Global Corporate Services, since
1998.  Mr. Cowan began his career at Merrill Lynch in 1986 as
Financial Manager and later served as Chief Administrative Officer
for Europe, the Middle East and Africa.  He was also Chief
Financial Officer and a member of the Executive Management
committee for the Global Private Client business, including
Merrill Lynch Asset Management.

(F) Christina Pretto

Christina Pretto was named AIG Senior Vice President,
Communications, reporting to Mr. Hurd.  Ms. Pretto joined AIG in
2009 as AIG Vice President, Corporate Media Relations, from
Citigroup, where she worked in various senior communications roles
for eight years, the last as Managing Director and Global Head of
Public Affairs.  Previously, she was Global Head of Corporate
Affairs for Citigroup's corporate and investment banking division,
responsible for media relations, internal communications,
branding, advertising, digital media, community affairs, and
external positioning.  Prior to joining Citigroup, Ms. Pretto was
Director of Communications for Standard & Poor's, and before that,
she worked as a journalist, covering debt capital markets.

"One of the keys to AIG's success over its 90-year history -- and
even more so, to its reemergence as a strong, independent company
-- is our ability to attract and keep strong talent," commented
AIG President and Chief Executive Officer Robert H. Benmosche.  "I
am delighted to have the opportunity to work with some of the most
seasoned and committed people in financial services today. These
appointments will add another dimension of experience and energy
to AIG's talented group of leaders, who continue to do an
incredible job facing enormous challenges."

                           *     *     *

Mr. Russo replaces Anastasia Kelly who stepped down by the end of
December after her compensation was reduced.

According to The Wall Street Journal's Serena Ng, Mr. Russo in an
interview said he relished the challenge of helping AIG pay back
more than $90 billion to U.S. taxpayers, and retain some value for
employees and shareholders.

"I think AIG has a good shot or else I wouldn't be joining," he
said, according to Ms. Ng.  The Journal said Mr. Russo compared
himself to 40-year-old Minnesota Vikings quarterback Brett Favre,
who shunned retirement only to be jostled in his most recent game
against the New Orleans Saints.  "I think he did the right thing
by not retiring.  It was the challenge."

                             About AIG

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

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

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


ANDREW IRVINE: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Andrew M. Irvine
                 aka Drew Irvine
               Sandra M. Irvine
                 fka Sandra M. Bynum
                 aka Sandy Irvine
               122 Biscayne Avenue
               Tampa, FL 33606

Bankruptcy Case No.: 10-02307

Chapter 11 Petition Date: February 2, 2010

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

Judge: Michael G. Williamson

Debtors' Counsel: Buddy D. Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  Email: Buddy@tampaesq.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 $1,577,322
and total debts of $1,797,450.

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

             http://bankrupt.com/misc/flmb10-02307.pdf

The petition was signed by the Joint Debtors.


ARCH ALUMINUM: Emerges from Chapter 11 Bankruptcy
-------------------------------------------------
The USGlass News Network reports that Arch Aluminum & Glass Co
Inc. has emerged from Chapter 11 bankruptcy protection after the
asset purchase by Arch Glass Acquisition Corp., an affiliate of
Sun Capital.

                  About Sun Capital Partners

Sun Capital Partners, Inc., is a leading private investment firm
focused on leveraged buyouts, equity, debt, and other investments
in companies that can benefit from its in-house operating
professionals and experience.  Sun Capital affiliates have
invested in and managed more than 215 companies worldwide with
combined sales in excess of $37.0 billion since Sun Capital's
inception in 1995.  Sun Capital has offices in Boca Raton, Los
Angeles, and New York, as well as affiliates with offices in
London, Paris, Frankfurt, and Shenzhen.

                About Arch Aluminum & Glass Company

Tamarac, Florida-based Arch Aluminum & Glass Co., Inc. -- fka
Trident Consolidated Industries, Arch, Inc., and Arch Tulsa
Acquisition Co.; and dba Arch Mirror North, Arch Mirror South,
Architectural Safety Glass, Arch Mirror West, Arch Tempered Glass
Products, and Arch Deco Glass -- was founded in 1978 by Robert
Silverstein, as a small South Florida glass and metal distributor
with a single truck.  During the 1980's the Company opened
fabrication facilities and additional distribution facilities in
Florida and the Northeast.  The Company provides a comprehensive
line of products and services to more than 5,000 customers from 28
office, manufacturing and distribution facilities located in 19
states nationwide.

The Company filed for Chapter 11 bankruptcy protection on
November 25, 2009 (Bankr. S.D. Fla. Case No. 09-36232).  The
Company listed $100,000,001 to $500,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

The Company's affiliates -- Arch Aluminum L.C.; AWP, LLC, dba
Yale-Ogron; Arch Aluminum and Glass International Inc.; and AAG
Holdings, Inc. -- also filed separate Chapter 11 petition.

Paul J. Battista, Esq., at Genovese Jblove & Battista, P.A.,
assists the Debtors in their restructuring efforts.  Schnader
Harrison Segal & Lewis LLP is the Debtors' special counsel.
Vincen J. Colistra at Phoenix Management Services is the Debtors'
restructuring services provider.  Michael Dillahunt and Piper
Jaffrey & Co. is the Debtors' investment banker.


ARLIE & CO: Asks for Court Authorization to Use Cash Collateral
---------------------------------------------------------------
Arlie & Company seeks authority from the U.S. Bankruptcy Court for
the District of Oregon to use the cash securing their obligations
to their prepetition lenders.

Albert N. Kennedy, Esq., at Tonkon Torp LLP, the attorney for the
Debtor, explains that the Debtor needs the cash collateral to fund
its Chapter 11 case, pay suppliers and other parties.  The Debtor
will use the collateral pursuant to budgets that set forth the
amounts necessary for continued operations.  The document
containing the budgets is available for free at:

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

In exchange for using the cash collateral, the Debtor proposes to
grant the prepetition lenders replacement security interest in and
lien upon Debtor's property and revenue from each of Debtor's
properties in which each respective lender held a valid and
perfected prepetition lien and security interest.  The lenders'
replacement security interest and lien upon the assets from and
after the petition date will be of the same category, kind,
character, and description as were subject to perfected and valid
security interest in existence on the Petition Date.  The adequate
protection lien granted to the lenders will not enhance or improve
the position of any lender.  Debtor believes the value of the real
property securing the indebtedness owing to each lender exceeds
the amount of the indebtedness to each lender.

                            Objections

Washington Federal Savings, Siuslaw Bank, Umpqua Bank, and Summit
Bank are objecting to the Debtor's request to use cash collateral.

Washington Federal claims that the Debtor doesn't intend to make
any payments to the secured creditors at this time.  Washington
Federal says that because it isn't clear for what purposes the
Debtor intends to use the cash collateral, other than the general
catch-all "operations," Debtor should be required to delineate
with more specificity the uses to which the cash will be applied.
Debtor's proposal in its motion adds nothing to the existing
rights, yet Debtor wants to impair the secured creditors by using
their collateral without offering any replacement and without
making any payments.  The Debtor's proposal doesn't qualify as a
"replacement lien" or other adequate protection, Washington
Federal states, adding that the Debtor must provide more
information regarding the assets and debts of the Debtor.

According to Umpqua Bank, the budgets are consolidated for all
properties Umpqua has an interest in, and neither Umpqua nor the
court can determine which, if any, of the properties are losing
money.  "In the budgets, there are line items for management,
advertising, wages, taxes and benefits (for January 2010, an
aggregate of $21,282), which appear to be related to the
particular properties listed in the budget.  There are additional
line items for administration development, APM, and marketing
expenses (over $131,000 in January).  There is no explanation as
to who actually is paid from these amounts," Umpqua Bank says.
Umpqua Bank wants the Debtor to prove what, if any, part of the
general administrative expenses must be paid on an interim basis
to avoid immediate and irreparable harm to the estate.

Washington Federal is represented by Hershner Hunter, LLP.

Umpqua Bank is represented by Miller Nash LLP.

Siuslaw Bank is represented by Albert & Tweet, LLP.

Summit Bank is represented by Arnold Gallagher Percell Roberts &
Potter.

                       About Arlie & Company

Eugene, Oregon-based Arlie & Company -- http://www.arlie.com/--
is a property developer.  It is doing business as DHF Corp., and
formerly dba Arlie Land and Cattle Company and Crescent Village
Community Gardens, LLC.

The Company filed for Chapter 11 bankruptcy protection on
January 20, 2010 (Bankr. D. Ore. Case No. 10-60244).  Albert N.
Kennedy, Esq., at Tonkon Torp LLP in Portland, Oregon, assists the
Company in its restructuring effort.  The Company listed
$100,000,001 to $500,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


AVIS BUDGET: S&P Raises Corporate Credit Rating to 'B+'
-------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Avis Budget Group Inc. to 'B+' from 'B-'.  S&P also
raised the other ratings on the company by two notches, and the
recovery ratings on the company's secured and unsecured debt
remain unchanged.  The outlook is now stable.

The ratings on Avis Budget reflect the company's highly leveraged
financial profile; the price-competitive and cyclical nature of
on-airport car rentals; and improving (albeit still somewhat
depressed) operating performance.  The ratings also incorporate
the company's position as a major U.S. on-airport car renter and
the strong cash flow this business generates.

Avis Budget (parent of the Avis and Budget car rental brands and
the Budget consumer truck rental brand) has been generating
improved operating performance in recent quarters.  Like other car
and consumer truck rental companies, Avis Budget's operating
results declined in 2008 and early 2009 due to the combination of
lower industry demand and pricing; restructuring charges; and an
increase in operating expenses and vehicle costs, due to weak used
car prices.

"Avis Budget's operating performance has improved over the past
year, reflecting a better supply demand balance in the industry
and successful cost-cutting measures," said Standard & Poor's
credit analyst Lisa Jenkins.  Still, margins remain below the
levels the company achieved historically.  S&P could raise the
ratings if industry discipline remains in place and demand
continues to recover, resulting in adjusted operating margins
(after depreciation) improving to the mid-teens percentage level.
However, S&P considers this scenario unlikely within the next
year.

"We also believe a ratings downgrade is unlikely, although it
could occur if industry discipline weakens, pricing pressures
arise, and margins decrease from current levels," she continued.


BELK PROPERTIES: Sub Rosa Plan DIP Financing Pact Rejected
----------------------------------------------------------
WestLaw reports that a bankruptcy court could not approve a
postpetition financing proposal which, by according a
superpriority lien to a lender that would advance funds to allow
the Chapter 11 debtor to complete the initial phase of a proposed
real estate development, threatened to relegate lenders that were
fully secured at the present to undersecured positions, and which,
by granting the postpetition lender a 51% equity interest in the
debtor with relatively unlimited discretion to acquire, syndicate,
or otherwise control an additional 39% ownership interest, and by
loosely dictating the manner in which existing creditors of the
estate would be treated, effected a change in the control of
assets of the debtor without the protections of a sale outside the
ordinary course of business and amounted to a sub rosa plan.  The
proposal had to be amended to address, inter alia, adequate
protection concerns of existing creditors.  In re Belk Properties,
LLC, --- B.R. ----, 2009 WL 5149209 (Bankr. N.D. Miss.).

Belk Properties, LLC, filed a Chapter 11 petition (Bankr. N.D.
Miss. Case No. 09-14656) on Sept. 9, 2009.  The Debtor is
represented by Joyce Freeland, Esq., in Oxford, Miss.  At the time
of the filing, the Debtor estimated its assets and liabilities
fell between $1 million and $10 million.


BERNARD MADOFF: Court Rejects Securities Fraud Claims vs. Cohmad
----------------------------------------------------------------
Judge Louis Stanton of the U.S. District Court for the Southern
District of New York rejected civil securities fraud claims
brought by the Securities and Exchange Commission against New-York
based broker dealer Cohmad Securities Corporation; Maurice J.
Cohn, Cohmad's Chairman and Chief Executive Officer; Marcia B.
Cohn, its President, Chief Operating Officer, and Chief Compliance
Officer; and Robert M. Jaffe, its Vice President.  The three
executives are also each partial owners of Cohmad.

The agency sued the defendants for participating in the Ponzi
scheme perpetrated by Bernard L. Madoff through the investment
advisory segment of Bernard L. Madoff Investment Securities LLC.
The SEC alleges that Madoff used defendant Cohmad, a registered
broker-dealer, to market his investment advisory business.  BMIS
allegedly paid Cohmad and its representatives fees for recruiting
prospective clients to BMIS, from which Cohmad derived the
majority of its revenue.

Invoking Rules 12(b)(6) and 9(b) of the Federal Rules of Civil
Procedure, defendants move to dismiss parts of the SEC's
complaint.  Specifically, they move to dismiss the securities
fraud claims, which assert violations, and aiding and abetting
violations, of Section 10(b) of the Securities Exchange Act of
1934, 15 U.S.C. Section 78j(b), and Rule 10b-5 thereunder, 17
C.F.R. Section 240.10b-5; violations of Section 17(a) of the
Securities Act of 1933, 15 U.S.C. Section 77q(a); and aiding and
abetting violations of Sections 206(1) and (2) of the Investment
Advisers Act of 1940, 15 U.S.C. Sections 80b-6(l) and (2).  Cohmad
and the Cohns also move to dismiss the claims for aiding and
abetting violations of technical registration, compensation, and
filing regulations under Section 15(b)(7) of the Exchange Act, 15
U.S.C. Section 78o(b)(7), and Rule 15b7-l thereunder, 17 C.F.R.
Section 240.15b7-l; Section 206(4) of the Advisers Act, 15 U.S.C.
 80b-6(4), and Rule 206 (4)-3 thereunder, 17 C.F.R. Section
275.206 (4)-3; and, as against Maurice Cohn only, Section 15(b)(1)
of the Exchange Act, 15 U.S.C. Section 78o(b)(l), and Rule 15b3-l
thereunder, 17 C.F.R. Section 240.15b3-l.1  They also move to
strike the SEC's request for civil penalties for aiding and
abetting violations of the Advisers Act.

Judge Stanton held that there is nothing inherently fraudulent
about referring customers to an investment adviser for fees, and
the complaint does not allege statements or omissions by
defendants that are fraudulent absent awareness or notice that
Madoffs investment advisory business was a sham.

"[T]o state its securities fraud claims, the SEC must show that
defendants knew of, or recklessly disregarded, Madoffs fraud.  In
other words, one who conducts normal business activities while
ignorant that those activities are furthering a fraud is not
liable for securities fraud.  In contrast, there is no need for
the SEC to show defendants' knowledge of Madoff's fraud to state
valid claims for technical rule violations," Judge Stanton said.

Maurice Cohn is Madoff's former neighbor.  They formed Cohmad in
1985, and Marcia Cohn joined in 1988, before Mr. Madoff allegedly
began operating BMIS's investment advisory business as a fraud in
1991.  According to court documents, the Cohns worked in Cohmad's
New York office on the 18th and 19th floors of BMIS's New York
premises, from which BMIS operated legitimate market-making and
proprietary trading businesses.  BMIS's fraudulent investment
advisory business was on the 17th floor.

According to the complaint, when clients called Cohmad with
questions about their BMIS accounts, the Cohns checked "with
Madoff or employees on BMIS' 17th floor to find out the answers."
The individual defendants maintained their own BMIS accounts.
Outside of its referral business, "Cohmad had some 600 retail
brokerage accounts which, for many years, Cohmad cleared through
the broker-dealer Bear Sterns Securities Corp., and it executed
trades on the New York Stock Exchange for BMIS's legitimate
market-making business.  Cohmad is not alleged to have engaged in
wrongdoing in those activities.

Judge Stanton granted the SEC leave to replead its defective
claims by filing an amended complaint.

                   About Bernard L. Madoff

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

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

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

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

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

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


BERNARD MADOFF: Hearing on "Cash-In/ Cash-Out" Method Begins
------------------------------------------------------------
David J. Sheehan, Esq., at Baker Hostetler, on Tuesday appeared
before the U.S. Bankruptcy Court for the Southern District of New
York in Manhattan on behalf of Irving H. Picard, the trustee
overseeing the liquidation of Bernard Madoff's estate, to defend
the trustee's "cash-in/ cash-out" method of compensating investors
affected by Mr. Madoff's scam.  Mr. Sheehan, Ms. Walder relates,
argued before Judge Burton Lifland that "no one in their right
mind" would use the financial statements concocted by Mr. Madoff
as a basis for distributing the funds.

According to Noeleen G. Walder at New York Law Journal, under Mr.
Picard's approach, investors who withdrew less cash from their
Madoff accounts than they deposited -- net losers -- would share
in whatever the trustee recovers, now about $1.5 billion.
Investors who withdrew funds over and above what they invested --
net winners -- would get nothing.

Ms. Walder relates investors who object to the trustee's plan
argue that any payout should be based on what Mr. Madoff, 71,
claimed they made as recorded in their November 30, 2008,
statement from Bernard L. Madoff Investment Securities LLC, just
two weeks before Mr. Madoff was arrested for his multibillion
dollar Ponzi scheme.

Law Journal relates Brian J. Neville, Esq., at Lax & Neville in
Manhattan, argued Mr. Picard's method was contrary to 80 years of
precedent in securities law and a throwback to the discredited
concept of "buyer beware."  He told Judge Lifland that the
Securities Investor Protection Corp. -- a federally mandated
nonprofit agency created to protect customers of failed brokerage
firms -- had clearly "failed the Madoff victims."

Law Journal also reports Helen Davis Chaitman, Esq., a partner at
Phillips Nizer, accused Mr. Picard of violating the mandates of
SIPC.  According to Law Journal, Ms. Chaitman represents both "net
winners" and "net losers," and is herself a victim of Mr. Madoff's
fraud.

Ms. Chaitman, Law Journal relates, also accused SIPC of ignoring
warnings from Congress that it was "grossly underfunded" and said
that the agency, which had $1.7 billion at the time Mr. Madoff's
fraud was uncovered but faced roughly $2.45 billion in exposure as
a result of the scheme, was "saving money at the expense of the
investors."  Ms. Chaitman told Judge Lifland that accepting the
trustee's methodology would lead investors to move their accounts
every time there was an appreciation and result in a "musical
chairs of brokerage firms."

Law Journal says both sides relied heavily on the 2nd Circuit's
ruling in In re New Times Securities Services Inc., 371 F.3d 68
(2004), which involved a 17-year Ponzi scheme in which hundreds of
investors were defrauded out of approximately $32.7 million.

According to Law Journal, Mr. Sheehan cited the case for the
proposition that basing customer recoveries on "fictitious amounts
in the firm's books and record" would enable customers to recoup
"arbitrary amounts that have no relation to reality."

Law Journal says Ms. Chaitman and other victims' lawyers contended
the case meant that a customer's "legitimate expectations," based
on written confirmations of transactions, should be protected.

Law Journal relates Judge Lifland suggested that parties might
wind up arguing their differing views of the case to the 2nd
Circuit.

Law Journal says Judge Lifland had received 27 briefs from
attorneys representing investors objecting to Mr. Picard's
methodology and 22 submissions from pro se individuals.  He
received a decision on Tuesday's motions.  But he warned that, "No
matter how I come down and rule, it's going to be unpalatable to
one party or the other."

Law Journal notes that as of January 29, the Madoff trustee web
site valued the total number of "allowed claims" at roughly
$5.1 billion, which exceeds the statutory limits of SIPC
protection by approximately $4.5 billion.

Law Journal says Mr. Sheehan suggested at the hearing that the
trustee could recover as much as $8 billion in assets.

The hearing lasted nearly four hours.

                   About Bernard L. Madoff

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

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

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

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

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

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


BI-LO LLC: Has Standby Liquidator and Longer Money Use
------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Bi-Lo LLC negotiated
an extension of the maturity of the $125 million credit financing
the reorganization.  If approved by the bankruptcy court, maturity
will be May 31, not April 8.

The report adds that Bi-Lo also reached agreement for an affiliate
of Gordon Brothers Group LLC to serve as a standby liquidator in
case the stores are liquidated.

                            About BI-LO

Headquartered in Mauldin, South Carolina, BI-LO LLC operates 214
supermarkets in South Carolina, North Carolina, Georgia and
Tennessee, and employs approximately 15,500 people.

Dallas-based Lone Star Funds bought the business in 2005 from
Koninklijke Ahold NV, the Dutch supermarket operator.  Lone Star
also owns Bruno's Supermarkets LLC, a chain of 66 stores
that filed under Chapter 11 in February in Birmingham, Alabama.

BI-LO and its affiliates filed for Chapter 11 bankruptcy
protection on March 23, 2009 (Bankr. D. S.C. Case No. 09-02140).
George B. Cauthen, Esq., Frank B. Knowlton, Esq., at Nelson
Mullins Riley & Scarborough, L.L.P; Josiah M. Daniel, III, Esq.,
Katherine D. Grissel, Esq., at Vinson & Elkins L.L.P. in Dallas;
and Dov Kleiner, Esq., Alexandra S. Kelly, Esq., at Vinson &
Elkins L.L.P., in New York, serve as counsel.  Kurtzman Carson
Consultants LLC serves as notice and claims agent.  BI-LO listed
between $100 million and $500 million each in assets and debts.


BLOCKBUSTER INC: Foxhill No Longer Holds Class B Shares
-------------------------------------------------------
Foxhill Opportunity Master Fund, L.P., c/o Goldman Sachs (Cayman)
Trust Ltd.; Foxhill Opportunity Fund, L.P.; Foxhill Opportunity
Offshore Fund, Ltd.; Foxhill Capital (GP), LLC; Foxhill Capital
Partners, LLC; and Neil Weiner disclosed they no longer hold
shares of Blockbuster Inc. Class B common stock as of December 31,
2009.

Dallas-based Blockbuster Inc. (NYSE: BBI, BBI.B) is a global
provider of rental and retail movie and game entertainment.  The
Company provides its customers with convenient access to media
entertainment anywhere and any way they want it -- whether in-
store, by-mail, through vending and kiosks or digital download.
With a highly recognized brand name and a library of over 125,000
movie and game titles, Blockbuster leverages its multi-channel
presence to further build upon its leadership position in the
media entertainment industry and to best serve the two million
daily global customers and over 50 million annual global
customers.  The Company may be accessed worldwide at
http://www.blockbuster.com/

As reported by the Troubled Company Reporter, Sept. 18, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Blockbuster to 'B-' from 'CCC'.  The outlook is stable.

The TCR on Oct. 6, 2009, said Moody's Investors Service upgraded
Blockbuster's long term ratings, including its probability of
default rating to 'Caa1' from 'Caa3' and its corporate family
rating to 'Caa1' from 'Caa2'.  The rating outlook is stable.


BLOCKBUSTER INC: Icahn Discloses Stake, Resigns from Board
----------------------------------------------------------
Icahn Enterprises L.P. and affiliated companies disclosed that as
the close of business on January 29, 2010, they may be deemed to
beneficially own, in the aggregate:

     -- 20,605,190 shares of Blockbuster Inc. Class A Common Stock
        -- composed of 13,226,549 Class A Shares which the Icahn
        entities own and approximately additional 7,378,641 Class
        A Shares which the Icahn entities would hold if the
        Approximately $38,000,000 of the face amount of the
        Preferred Shares held by the Icahn entities were fully
        converted into Class A Shares; and

     -- 5,566,131 shares of Blockbuster Class B Common Stock,

representing approximately 16.87% of Blockbuster's outstanding
Class A Shares and approximately 7.73% of Blockbuster's
outstanding Class B Shares -- based upon 122,113,087 Class A
Shares and 72,000,000 Class B Shares stated to be outstanding as
of November 6, 2009, by the Company in its Form 10-Q filed with
the Securities and Exchange Commission on November 13, 2009.

Carl C. Icahn has sole voting power and sole dispositive power
with regard to 71,749 Class A Shares.  Each of Icahn entities
other than Mr. Icahn disclaims beneficial ownership of the Shares
for all purposes.

On January 29, 2010, Mr. Icahn sent a letter to James Keyes,
Chairman and Chief Executive Officer of Blockbuster, in which
Mr.  Icahn confirmed his resignation from Blockbuster's Board of
Directors effective as of the close of business on January 28,
2010.

"I am resigning in order to conform to the ISS guidelines
regarding the number of other directorships a candidate for
election to a board of a public company should hold.  As you may
be aware, I also recently resigned from the boards of Yahoo! and
Motricity," Mr. Icahn said.

                      About Blockbuster Inc.

Dallas-based Blockbuster Inc. (NYSE: BBI, BBI.B) is a global
provider of rental and retail movie and game entertainment.  The
Company provides its customers with convenient access to media
entertainment anywhere and any way they want it -- whether in-
store, by-mail, through vending and kiosks or digital download.
With a highly recognized brand name and a library of over 125,000
movie and game titles, Blockbuster leverages its multi-channel
presence to further build upon its leadership position in the
media entertainment industry and to best serve the two million
daily global customers and over 50 million annual global
customers.  The Company may be accessed worldwide at
http://www.blockbuster.com/

As reported by the Troubled Company Reporter, Sept. 18, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Blockbuster to 'B-' from 'CCC'.  The outlook is stable.

The TCR on Oct. 6, 2009, said Moody's Investors Service upgraded
Blockbuster's long term ratings, including its probability of
default rating to 'Caa1' from 'Caa3' and its corporate family
rating to 'Caa1' from 'Caa2'.  The rating outlook is stable.


BLOCKBUSTER INC: Lonestar Partners Holds 1.5% of Class B Shares
---------------------------------------------------------------
Lonestar Partners, L.P.; Lonestar Capital Management LLC, the
investment adviser to and the general partner of Lonestar; Jerome
L. Simon, managing member of LCM; Peter Levinson, managing
director of LCM; and Yedi Wong, chief financial officer of LCM,
disclosed they may be deemed to beneficially hold in the aggregate
1,044,500 shares or roughly 1.5% of the Class B common stock of
Blockbuster Inc. as of December 31, 2009.

Dallas-based Blockbuster Inc. (NYSE: BBI, BBI.B) is a global
provider of rental and retail movie and game entertainment.  The
Company provides its customers with convenient access to media
entertainment anywhere and any way they want it -- whether in-
store, by-mail, through vending and kiosks or digital download.
With a highly recognized brand name and a library of over 125,000
movie and game titles, Blockbuster leverages its multi-channel
presence to further build upon its leadership position in the
media entertainment industry and to best serve the two million
daily global customers and over 50 million annual global
customers.  The Company may be accessed worldwide at
http://www.blockbuster.com/

As reported by the Troubled Company Reporter, Sept. 18, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Blockbuster to 'B-' from 'CCC'.  The outlook is stable.

The TCR on Oct. 6, 2009, said Moody's Investors Service upgraded
Blockbuster's long term ratings, including its probability of
default rating to 'Caa1' from 'Caa3' and its corporate family
rating to 'Caa1' from 'Caa2'.  The rating outlook is stable.


BLOCKBUSTER INC: Marathon Holds 7.49% of Class B Shares
-------------------------------------------------------
M.A.M. Investments LTD., a Jersey corporation; Marathon Asset
Management (Services) LTD, a UK Corporation; Marathon Asset
Management LLP, a limited liability partnership incorporated under
the laws of England and Wales; William James Arah; Jeremy John
Hosking; and Neil Mark Ostrer disclosed that they may be deemd to
beneficial own in the aggregate 5,392,055 shares or 7.49% of the
Class B common stock of Blockbuster Inc. as of December 31, 2009.

Dallas-based Blockbuster Inc. (NYSE: BBI, BBI.B) is a global
provider of rental and retail movie and game entertainment.  The
Company provides its customers with convenient access to media
entertainment anywhere and any way they want it -- whether in-
store, by-mail, through vending and kiosks or digital download.
With a highly recognized brand name and a library of over 125,000
movie and game titles, Blockbuster leverages its multi-channel
presence to further build upon its leadership position in the
media entertainment industry and to best serve the two million
daily global customers and over 50 million annual global
customers.  The Company may be accessed worldwide at
http://www.blockbuster.com/

As reported by the Troubled Company Reporter, Sept. 18, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Blockbuster to 'B-' from 'CCC'.  The outlook is stable.

The TCR on Oct. 6, 2009, said Moody's Investors Service upgraded
Blockbuster's long term ratings, including its probability of
default rating to 'Caa1' from 'Caa3' and its corporate family
rating to 'Caa1' from 'Caa2'.  The rating outlook is stable.


BROOKLYN ARENA: S&P Assigns 'B' Rating on $106 Mil. Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
rating to Brooklyn Arena Holding Company's $106 million senior
secured notes that mature in 2017.  S&P assigned a recovery rating
of '6', indicating that lenders will realize between 0% and 10%
recovery of their principal in a default scenario.  The outlook is
stable.  The notes are secured by distribution payments from BEC.

Standard & Poor's affirmed the 'BBB-' rating on Brooklyn Arena
Local Development Corp.'s $511 million senior secured series 2009
payment-in-lieu-of tax revenue bonds that mature in 2047.  The
outlook is stable.   LDC will service the debt through the PILOT
payments that BEC will make.

BEC is the operator of the Barclays Center, future home of the New
Jersey Nets.  BAHC, the sole owner of BEC, is issuing the notes.
BAHC is a wholly owned subsidiary of Brooklyn Arena LLC, which is
currently owned by an investor group led by Bruce Ratner, the
chairman and CEO of Forest City Ratner Companies LLC (FCRC, an
affiliate of Forest City Enterprises Inc).  BALLC and Atlantic
Yards Development Company LLC, affiliates of FCRC, are developing
Atlantic Yards, a significant mixed-use real estate project in
Brooklyn anchored by the Barclays Center.  The relocation of the
New Jersey Nets to Brooklyn is an integral part of the Atlantic
Yards development program.  Since the acquisition of the team in
January 2004, Nets Sports and Entertainment LLC, an affiliate of
FCRC, has been repositioning the Nets to become a Brooklyn-based
basketball team.  Currently the Nets play in the IZOD Center in
Newark, N.J.  The IZOD Center is one of the oldest arenas in the
National Basketball Association and offers limited premium seating
product options.

Recently, NSE has announced a conditional sale of 80% of the Nets
and 45% of its interest in BALLC, to entities controlled by
Mikhail Prokhorov, a Russian investor.  Following the sale, NSE
will own 55% of BALLC, and Onexim Sports and Entertainment LLC (an
affiliate of the Onexim Group, a Russian private investment fund
controlled by Mr. Prokhorov) will own 45%.  Mr. Prokhorov will
have an operating support agreement in place supported in part by
a $60 million letter of credit backing team operations until 2012,
when it moves to the Barclays Center.  There have been multiple
legal challenges in developing the arena and Atlantic Yards, but
the project has successfully overcome them to date.  Moreover,
there is a mechanism to mitigate the risk to PILOT bondholders and
BAHC note holders of vacant possession (when the project has full
access to the site).  Arena revenues from luxury suite premiums,
signage and advertising, naming rights, concessions, a share of
club and regular ticket seat sales, and merchandise will support
the PILOT and BAHC's debt obligations.

The stable outlook reflects S&P's expectation that construction
will likely be completed as scheduled and within budget and that
the arena will perform in line with its base case assumptions.  A
positive outlook or rating upgrade could occur after a successful
completion of construction and the establishment of an operating
track record that exceeds initial expectations.  A negative
outlook or rating downgrade could be triggered by significant cost
overruns or delays in construction, or the arena's significantly
lower-than-expected performance.


BRUCE NEVIASER: Files for Chapter 11 Bankruptcy in Wisconsin
------------------------------------------------------------
Tom Daykin of the Journal Sentinel reports at Bruce Neviaser has
filed to reorganize his finances under Chapter 11 bankruptcy
protection U.S. Bankruptcy Court in Madison, Wisconsin.

Bruce Neviaser is the co-founder of The Great Lakes Companies, the
predecessor to Great Wolf Resorts, which operates several water
park resorts in Wisconsin and other states.  Mr. Neviaser said in
its petition that he has assets of $1 million to $10 million, and
liabilities of $10 million to $50 million.

The Journal Sentinel reports that Mr. Neviaser's bankruptcy will
affect several Wisconsin banks.  The filing lists the 25 largest
unsecured creditors, with claims totaling $10.6 million.  The
three largest unsecured creditors are Madison-based Park Bank, at
$2.9 million; Oshkosh-based West Pointe Bank, $1.2 million; and
M&I Bank, of Milwaukee, $1.08 million.

Other unsecured creditors include Bank of Wisconsin Dells,
$750,000; Racine-based Johnson Bank, $496,569; Green Bay-based
Associated Bank, $399,100; Pewaukee-based Foundations Bank,
$375,000; Todd Nelson, owner of Lake Delton-based Kalahari
Resorts, $200,000, and Middleton-based T. Wall Properties,
$200,000.


BRYANT VICKERY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Bryant Vickery Plaza LP
        12800 Hillcrest St A-206
        Dallas, TX 75230

Bankruptcy Case No.: 10-30912

Chapter 11 Petition Date: February 2, 2010

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

Judge: Barbara J. Houser

Debtor's Counsel: John J. Gitlin, Esq.
                  5323 Spring Valley Road, Suite 150
                  Dallas, TX 75254
                  Tel: (972) 385-8450
                  Fax: (972) 385-8460
                  Email: jgitlin@earthlink.net

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 Jitendra Rajpal, president of the
general partner of the Company.


CALIFORNIA COASTAL: BofA Discloses Ownership of 9.4% of Stock
-------------------------------------------------------------
Bank of America Corp., et al., have filed with the Securities and
Exchange Commission Amendment No. 5 to its Schedule 13G, which was
initially filed on December 15, 2006, with respect to the common
stock, par value $0.05 per share, of California Coastal
Communities Inc.

Bank of America Corp., et al., disclosed that they may be deemed
to beneficially own shares of California Coastal's common stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Bank of America Corporation             1,038,786       9.4%
Bank of America, NA                           227       0.0%
Merrill Lynch, Pierce, Fenner & Smith   1,038,559       9.4%

A full-text copy of Bank of America Corp., et al.'s amended
Schedule 13G is available for free at:

               http://researcharchives.com/t/s?503a

California Coastal Communities, Inc., (Nasdaq: CALC) --
http://www.californiacoastalcommunities.com/-- is a residential
land development and homebuilding company operating in Southern
California. The Company's principal subsidiaries are Hearthside
Homes which is a homebuilding company, and Signal Landmark which
owns 105 acres on the Bolsa Chica mesa where sales commenced in
August 2007 at the 356-home Brightwater community.  Hearthside
Homes has delivered 2,200 homes to families throughout Southern
California since its formation in 1994.

Irvine, California-based California Coastal Communities, Inc.,
filed for Chapter 11 bankruptcy protection on October 27, 2009
(Bankr. C.D. Calif. Case No. 09-21712).  Joshua M. Mester, Esq.,
who has an office in Los Angeles, California, assists the Company
in its restructuring efforts.  The Company listed $100,000,001 to
$500,000,000 in assets and $100,000,001 to $500,000,000 in
liabilities.


CALTEX SWABBING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: CalTex Swabbing Company
          dba CalTex Energy Company
        P.O. Box 8
        Luling, TX 78648

Bankruptcy Case No.: 10-10280

Chapter 11 Petition Date: February 2, 2010

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Eric J. Taube, Esq.
                  Hohmann, Taube & Summers, L.L.P.
                  100 Congress Ave., Suite 1800
                  Austin, TX 78701
                  Tel: (512) 472-5997
                  Fax: (512) 472-5248
                  Email: erict@hts-law.com

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

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

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

             http://bankrupt.com/misc/txwb10-10280.pdf

The petition was signed by Greg Christofferson, managing general
partner of the Company.


CANAL CAPITAL: Says Significant Factors Raise Going Concern Doubt
-----------------------------------------------------------------
Canal Capital Corporation said there is substantial doubt about
its ability to continue as a going concern.  The Company has
suffered recurring losses from operations and is obligated to
continue making substantial annual contributions to its defined
benefit pension plan.

Canal said its cash flow position has been under significant
strain for the past several years.  Canal continues to closely
monitor and reduce where possible its operating expenses and plans
to continue its program to develop or sell the property it holds
for development or resale as well as to reduce the level of its
art inventories to enhance current cash flows.

Canal recognized net income of $100,000 for the fiscal year ended
October 31, 2009, as compared to the 2008 net loss of $100,000 and
the 2007 net loss of $900,000.  After recognition of preferred
stock dividend payments accrued or paid in additional shares of
preferred stock for each of fiscal 2009, 2008 and 2007 of $73,000
in 2009, $85,000 in 2008 and $105,000 in 2007, the results
attributable to common stockholders were a net loss of $100,000 in
2009, a net loss of $100,000 in 2008 and a net loss of
$1.1 million in 2007.

Canal's 2009 net loss is due primarily to a $300,000 increase in
operating income from stockyard operations combined with a
$100,000 decrease in general and administrative expenses, which
were offset by a $300,000 decrease in operating income generated
by sales of real estate.  Canal's 2008 net loss was due primarily
to the $300,000 decrease in income from stockyard operations.

At October 31, 2009, the Company had $2.85 million in total assets
against total current liabilities of $446,699; long-term pension
liability of $796,672; real estate taxes payable of $141,725;
total non-current liabilities of $938,397; and long-term debt,
related party of $992,000.  At October 31, 2009, the Company had
accumulated deficit of $15,068,051 and shareholders' equity of
$478,925.  The Company's current liabilities exceeded current
assets by approximately $100,000 which represented a decrease of
$300,000 over October 31, 2008, when current liabilities exceeded
current assets by approximately $400,000.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?4f1e

Canal Capital Corporation is engaged in two distinct businesses --
real estate and stockyard operations.  Canal's real estate
properties are located in Sioux City, Iowa, South St. Paul,
Minnesota, St. Joseph, Missouri, Omaha, Nebraska and Sioux Falls,
South Dakota.  The properties consist, for the most part, of an
Exchange Building (commercial office space), land and structures
leased to third parties as well as vacant land available for
development or resale.  Canal also operates two central public
stockyards located in St. Joseph, Missouri and Sioux Falls, South
Dakota.


CASCADE ACCEPTANCE: Hearing on Examiner Appointment Set for Feb. 5
------------------------------------------------------------------
The Hon. Alan Jaroslovsky of the U.S. Bankruptcy Court for the
Northern District of California will consider at a hearing on
February 5, 2010, at 10:00 a.m., the approval of the stipulation
for the appointment of an examiner in the Chapter 11 case of
Cascade Acceptance Corporation.  The hearing will be held at
99 South E. Street, Santa Rosa, California.

The Sara L. Kistler, the Acting U.S. Trustee for Region 17,
related that the stipulation was entered with the Debtor and the
Official Committee of Unsecured Creditors.

The U.S. Trustee had aalleged that:

   -- the Debtors was not using generally accepted accounting
      principles (GAAP) and its accounting practices make its
      books and records unreliable and misleading to those doing
      business with the company;

   -- the Debtor's transfers of assets to or for the benefit of
      insiders and their associates may have been improper or
      imprudent and without legal basis;

   -- the real property owned by the Debtor and the real property
      securing the Debtor's loans may be substantially overvalued;
      and

   -- the Debtor's fixed, liquidated, unsecured debts, other than
      debts for goods, services or taxes, or owing to an insider,
      exceed $5,000,000.

As agreed by the Debtor and the Creditors Committee, the examiner
will, among other things, examine and make findings:

   a. as to the reliability of the Debtor's accounting methods;

   b. with respect to the Debtor's transfers to and transactions
      with insiders, potential insiders and their affiliates in
      the two year period preceding the Debtor's bankruptcy
      filing; and

   c. regarding the basis for valuation of the real property
      owned by the Debtor and the real property securing its
      material loans.

Mill Valley, California-based Cascade Acceptance Corporation filed
for Chapter 11 bankruptcy protection on November 23, 2009 (Bankr.
N.D. Calif. Case No. 09-13960).  Douglas B. Provencher, Esq., at
Law Offices of Provencher and Flatt assists the Company in its
restructuring effort.  The Company listed $50,000,001 to
$100,000,000 in assets and debts.


CATHOLIC CHURCH: Fairbanks Has Deal on Future Claims Reserve
------------------------------------------------------------
The Catholic Bishop of Northern Alaska, the Official Committee of
Unsecured Creditors and the Future Claims Representative stipulate
regarding the amount and funding of the Future Claims Reserve.

The Parties agree that the Future Claims Reserve will not be
funded from the first $9.8 million transferred from the Fund to be
established under the Diocese's Plan of Reorganization to the
Settlement Trustee.

The Settlement Trustee will fund the Future Claims Reserve with
the first $500,000 received after the Settlement Trustee receives
$9.8 million.

After the Settlement Trustee receives $10.3 million, all
subsequent amounts received by the Settlement Trustee will be
divided 92% to the Settlement Trust and 8% to the Future Claims
Reserve, provided that the Future Claims Reserve will not exceed
$10.0 million.

After the earlier of the resolution of the actions against certain
insurers or the funding of $10.0 million to the Future Claims
Reserve, the Future Claims Reserve may be adjusted by agreement
between the Settlement Trustee and the Future Claims
Representative or Court order so that the Future Claims Reserve is
not overfunded when compared with the average settlements to
claims filed prior to the Bar Date.

                 About the Diocese of Fairbanks

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

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


CATHOLIC CHURCH: Fairbanks Taps Coers Mitchell as Oregon Counsel
----------------------------------------------------------------
The Catholic Bishop of Northern Alaska sought and obtained
authority from the U.S. Bankruptcy Court for the District of
Alaska to employ Coers Mitchell Law LLC as the Diocese's local and
special counsel in the state of Oregon.

Kasey C. Nye, Esq., at Quarles & Brady LLP, in Tucson, Arizona,
relates that on December 30, 2009, the Diocese received a request
for an order to show cause why the automatic stay should not be
enforced that was filed in the Chapter 11 case of the Society of
Jesus, Oregon Province.  The OSC Request alleges that the
Diocese's Plan of Reorganization violates the automatic stay
protecting the property of the estate in the Jesuit Case by the
set-off of certain of the Diocese's claims against Jesuits'
claims, among other things.

To have local representation in Oregon and to assist Quarles &
Brady LLP, the Diocese's general counsel, with issues and
procedures specific to the State, the Diocese seeks permission to
employ Coers Mitchell.  Johnston A. Mitchell, Esq., and Christine
Coers-Mitchell, Esq., are the primary attorneys, who will be
working on the matter, and their hourly rate is $275.  Other
expenses, including photocopy and phone charges, will be
reimbursed.

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

                         *     *     *

The Court ruled that all of the firm's fees and expenses will be
subject to approval under Section 330 of the Bankruptcy Code.

                 About the Diocese of Fairbanks

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

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


CENTRAL METAL: U.S. Trustee Forms 4-Member Creditors Committee
--------------------------------------------------------------
Peter C. Anderson, U.S. Trustee for Region 16, appointed four
members to the official committee of unsecured creditors in the
Chapter 11 cases of Central Metal, Inc.

A full text copy of the Creditors Committee is available for free
at http://bankrupt.com/misc/CentralMetal_CreditorsCommittee.pdf

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

Huntington Park, California-based Central Metal, Inc., is a fully
integrated scrap metal processing company that purchases,
processes and sells ferrous and non-ferrous metals domestically
and internationally.  The Company is one of the largest processing
companies on the West Coast, has one of the largest land sites and
processing capacities, and is fully diversified in its business
portfolio that entails dynamic trading relationships with renowned
metal manufacturers around the world.

The Company filed for Chapter 11 bankruptcy protection on
January 8, 2010 (Bankr. C.D. Calif. Case No. 10-10642).  Juliet Y.
Oh, Esq., who has an office in Los Angeles, California, assists
the Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


CHARLES ROY NICOLS: Case Summary & 24 Largest Unsecured Creditors
-----------------------------------------------------------------
Joint Debtors: Charles Roy Nicols
               Tacy Lou Nicols
               3782 Valley View
               Norco, CA 92860

Bankruptcy Case No.: 10-12811

Chapter 11 Petition Date: February 2, 2010

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Ellen Carroll

Debtors' Counsel: Michael R. Totaro, Esq.
                  Totaro & Shanahan
                  POB 789
                  Pacific Palisades, CA 90272
                  Tel: (310) 573-0276
                  Fax: (310) 496-1260
                  Email: mtotaro@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 $1,823,016
and total debts of $2,907,904.

A full-text copy of the Debtors' petition, including a list of
their 24 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cacb10-12811.pdf

The petition was signed by the Joint Debtors.


CHEMTURA CORP: Amends & Assumes Sinon Agreement
-----------------------------------------------
Chemtura Corp. and its units sought and obtained authority from
the Court to amend and assume a certain agreement with Sinon
Corporation and Sinon USA, Inc., and pay the related cure costs.

The Debtors and Sinon previously entered into an Exclusive
Distributor Agreement, as subsequently amended.  The Agreement
has an initial term of five years and renews automatically for
additional two-year periods, unless otherwise terminated by
either party on one-year's written notice before the end of the
Initial Term or each additional period.

Pursuant to the Agreement, Sinon granted the Debtors the
exclusive right to distribute the technical form of paraquat
dichloride and the end-use formulation of paraquat dichloride
also known as Firestorm(R), a crop protection product.  The
Debtors formulate and sell Firestorm(R), which controls weeds and
grasses and acts as a harvest aid, as part of its crop protection
business segment.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
discloses that net sales of Firestorm (R) in 2008 were
approximately $9.8 million, and the Company forecasts that 2009
net sales of Firestorm(R) will be approximately $5.7 million.  He
notes that Sinon is the Debtors' sole EPA-registered source of
paraquat dichloride.  He further points out that to find and
qualify with the Environmental Protection Agency a replacement
supplier, if there were one, would require at least 18 months.

Since the Petition Date, the Debtors have sought to improve their
relationship with Sinon and their profitability under the
Agreement, Mr. Cieri told the Court.  He added that Sinon has
indicated its preparedness to issue a notice of non-renewal under
the Agreement pursuant to its terms, which would result in the
termination of the Agreement on January 31, 2011.

"While such action would require Sinon to seek relief from the
automatic stay, Chemtura, rather than engage in litigation with
Sinon over the potential termination of the Agreement,
intensified its arm's-length negotiations with Sinon to amend the
Agreement so as to provide Chemtura with, among other things,
sufficient time to qualify a replacement supplier of paraquat
dichloride in the event that Sinon were to seek termination of
the contract pursuant to its terms," Mr. Cieri said.

As a result of the negotiations, the Debtors and Sinon agreed to
amend the Agreement.  The key terms of the Amendment are:

  -- The Amendment clarifies the current price for purchases
     under the Agreement and modifies certain business terms of
     the Agreement with respect to, among other things,
     price adjustments.  The Amendment provides that during the
     pendency of their Chapter 11 cases, the Debtors will pay in
     advance in cash for each shipment under the Agreement
     subject to a 3% discount to offset the financial impact to
     the Debtors of the cash-in-advance payments.  After the
     date on which a Chapter 11 plan of reorganization is
     confirmed, the Debtors will have the option to purchase
     product on a cash-in-advance basis with the prices
     remaining subject to a 3% discount, or the Debtors may
     return to the 60-day payment terms provided for in the
     Agreement, in which case the 3% discount will not apply to
     the purchases.

  -- Sinon may terminate the Agreement immediately upon notice
     to the Debtors if the Debtors transfer their crop
     protection business segment to a company that produces
     paraquat or that has a license or other right to market
     paraquat in the United States.

  -- The Initial Term of the Agreement will end on January 31,
     2012, if a Chapter 11 plan of reorganization has been
     confirmed by July 1, 2010.  Furthermore, if a Chapter 11
     Plan has not been confirmed, Sinon may terminate the
     Agreement as of July 31, 2011 on one year's written notice.

  -- The Debtors agreed to pay $357,367, representing the amount
     due and owing to Sinon prepetition in full and final
     satisfaction of any and all cure costs relating to
     assumption of the Agreement.

                      About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Enters Into Cross-License Agreement With Albemarle
-----------------------------------------------------------------
Chemtura Corp. and its units sought and obtained authority from
the Bankruptcy Court to enter into a settlement and cross-license
agreement with Albemarle Corporation, in an effort to resolve
three pending lawsuits between the parties for alleged
intellectual property infringements by providing for the
consensual cross licensing of the intellectual property in
dispute.

According to Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in
New York, the Parties' Agreement eliminates potential claims
against the Debtors' estates and also removes significant
impediments to the Parties' business relationship.

Between 2002 and 2005, the Debtors and Albemarle asserted various
intellectual property-related claims, counterclaims and defenses
against one another under the patent laws of the United States,
in certain actions pending in the United States District Court
for the Middle District of Louisiana and the United States
District Court for the Eastern District of Virginia.  The Civil
Actions relate to alleged mutual infringement of U.S. patents by
the parties stemming from their use, production and sale of
certain decabromodiphenylethane products.

In addition, the Debtors filed with the United States Patent and
Trademark Office a request for "Inter Partes Reexamination of
U.S. Patent No. 6,958,423," which is assigned to Albemarle and
which the Board of Patent Appeals and Interferences of the USPTO
has granted and initiated "Inter Partes Reexamination Control
Number 95/000,391."

In October 2009, Albemarle filed Claim Nos. 10552 and 14161
against the Debtors as unliquidated unsecured claims on account
of the Civil Actions.

Mr. Cieri said the Parties have spent a substantial amount of
money litigating the Actions and have engaged in extensive arm's-
length negotiations to settle the issues between them in order to
avoid future costs, eliminate the risks of litigation, and re-
establish their business relationship.

Accordingly, the Debtors determined that entering into the
Agreement is in their best interest to resolve the underlying
claims, counterclaims and defenses asserted in the Civil Actions
and Patent Re-examination Control No. 391.  They determined that
the benefits of the Agreement outweigh proceeding with litigation
in the Actions.

The salient terms of the Parties' Agreement are:

  A. Mutual Release

     * The Debtors and Albemarle will fully and irrevocably
       release and forever discharge each other from any and all
       claims, counterclaims, demands, damages, debts,
       liabilities, actions and causes of action, in law or
       equity, whether or not known, whether or not asserted in
       any manner, arising on or before the effective date of
       the Agreement and relating to any issues ever raised or
       which could have been raised in any of the Civil Actions.

  B. Dismissal of Civil Actions and Settlement of 391 Patent Re-
     examination

     * The parties will jointly prepare and file with the courts
       presiding over the Civil Actions all documents necessary
       to dismiss the Civil Actions with prejudice, with each
       party bearing its own respective fees and costs.

     * The Debtors will inform the USPTO that the Parties have
       settled the Civil Actions and will no longer participate,
       either directly or indirectly through an agent, in the
       391 Patent Re-exam.

     * The Parties will not submit a petition or other request
       in the USPTO or any foreign patent office for
       reexamination, or similar proceeding in a foreign patent
       office, including invalidation or opposition proceedings,
       of any patent that is subject to a license granted
       pursuant to the Agreement.

  C. Cross-License

     * Albemarle will grant the Debtors a non-exclusive, fully
       paid-up, royalty-free, irrevocable, worldwide license to
       manufacture, use, sell, offer for sale and import certain
       products under certain trade secrets, alleged to have
       been misappropriated by the Debtors, as well as certain
       other claims of various U.S. Patent Numbers and their
       foreign counterparts and continuations of each.

     * The Debtors will grant to Albemarle a non-exclusive,
       fully paid-up, royalty-free, irrevocable, worldwide
       license to manufacture, use, sell, offer for sale and
       import certain products under the claims of certain U.S.
       Patent Numbers and their respective foreign counterparts
       and continuations of each.

As part of the Parties' negotiation, the Debtors have also
decided to enter into certain ordinary course agreements with
Albemarle:

  -- Debtor Great Lakes Chemical Corporation and Albemarle are
     in the process of negotiating and will enter into a Brine
     Mineral Interests Agreement, pursuant to which Albemarle
     will assign certain brine mineral interests to GLCC and
     GLCC will assume and perform Albemarle's obligations to a
     third party arising from certain other agreements.

  -- Chemtura has also entered into a Bromine Derivatives Sales
     Agreement with Albemarle conditioned on the effectiveness
     of the Agreement, pursuant to which Chemtura will source
     certain brominated flame retardants, alkyl bromides and
     water treatment products from Albemarle.

"These agreements will allow the Debtors to obtain lower cost
bromine and reduce capital intensity," Mr. Cieri says.

The Debtors have entered into agreements similar to the Brine
Mineral Interests Agreement and Bromine Derivatives Sales
Agreement before the Petition Date as part of their general
business practices, and thus believe that entering into the Brine
Mineral Interests Agreement and Bromine Derivatives Sales
Agreement is within the ordinary course of business and does not
require separate approval by the Court, Mr. Cieri notes.

"This strategic sourcing deal reflects Chemtura's commitment to
reinforcing the sustainability of our business," Craig Rogerson,
Chemtura Corp.'s chairman, president and chief executive officer
said in a company statement.  "Specifically, the transaction
furthers our strategic plan to emerge from Chapter 11 status a
stronger company by focusing on growth products and services that
differentiate us in the marketplace and provide more sustainable
solutions for our customers."

The strategic agreement will allow Chemtura to further strengthen
operations at its most productive brine field in South Arkansas,
the Company statement noted.  In addition, this agreement will
provide greater opportunities for the company to reinvest in new,
innovative flame retardants and brominated performance products
designed as part of Chemtura's "Greener is Better" program, which
is focused on offering customers greener solutions without
sacrificing safety or quality, the Company averred.

"Many of the changes we are making to our Flame Retardant
portfolio are aligned with our overall reorganization plan," Anne
Noonan, Chemtura's vice president of flame retardants said.  She
added that "this particular deal allows us to optimize value for
our customers and stakeholders while further strengthening our
overall bromine franchise by reinvestment of dollars in new,
innovative and sustainable product options in 2010."

                   Albemarle Discloses Impact of
                   Chemtura Deal In Q4 Earnings

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

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

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

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

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

Headquartered in Baton Rogue, Louisiana, Albemarle Corporation is
a global developer, manufacturer, and marketer of highly-
engineered specialty chemicals for consumer electronics,
petroleum refining, utilities, packaging, construction,
automotive/transportation, pharmaceuticals, crop protection,
food-safety and custom chemistry services.  Albemarle employs
over 4,100 people and serves customers in 100 countries.

                      About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Proposes to Assume Albemarle Sales Agreement
-----------------------------------------------------------
Chemtura Corp. and its units sought and obtained authority from
the Court to amend and assume a certain sales agreement they
entered into with Albemarle Corporation, which provides that the
Debtors will supply Albemarle with 100% and 98.2% methyl bromide
at the conversion price per pound.

In addition, the Sales Agreement provides that Albemarle will pay
the Debtors a toll reservation fee for its methyl bromide
requirements.  The Sales Agreement was entered into by the
Parties in January 2008 and is due to expire on December 31,
2010.

The Albemarle Sales Agreement has been amended to provide for
these terms:

  (i) The term of the Sales Agreement will be extended through
      December 31, 2013.  The Parties, however, will each have
      the option of terminating the contract for any reason upon
      written notice as specified in the Amendment.

(ii) The Debtors will provide Albemarle with 100% and 98.2%
      methyl bromide at the price per pound set forth under the
      Amendment, subject to a contract maximum pounds per year.
      Volumes in excess of the contract maximum pounds per year
      will require written agreement of the parties.

(iii) The Debtors are not obligated to supply in excess of 32%
      of the annual forecast per calendar quarter without prior
      written agreement 30 days before the quarter in question.
      Furthermore, Albemarle will not purchase less than 18% of
      the annual forecast per calendar quarter without prior
      written agreement 30 days before the quarter in question.

(iv) The increase in the conversion price includes the Parties'
      agreement to roll unused toll reservation fees from 2009
      into the per pound conversion price.

  (v) Albemarle acknowledges that there is no cure amount that
      the Debtors need to pay in connection with the assumption
      of the Sales Agreement as amended.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
asserts that the amended Sales Agreement will help enhance and
strengthen the business relationship with Albemarle as one of the
Debtors' important customers.

                      About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Proposes to Consolidate & Idle El Dorado Assets
--------------------------------------------------------------
Chemtura Corporation and its debtor affiliates ask the Court for
authority to:

  (a) consolidate and idle certain assets within their El
      Dorado, Arkansas facility; and

  (b) implement a voluntary severance plan in connection with
      the El Dorado assets consolidation and idling.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
says that granting the Debtors' request is appropriate because it
will enable the Debtors to ensure the efficient and cost-
effective operation of Debtor Great Lakes Chemical Corporation's
brine and bromine production lines.

GLCC owns and operates three chemical manufacturing plants,
referred to as the South Plant, Central Plant and West Plant, in
El Dorado, Arkansas.  Historically, the El Dorado Facility has
been a manufacturing site for GLCC's bromine, brominated flame
retardants and brominated performance products.

The Debtors aver they are working together with their financial
advisors to analyze the manufacturing capabilities, productivity,
efficiency, maintenance requirements, labor costs and operating
costs of certain of their manufacturing facilities in relation to
their business goals and objectives.  Through the analysis, they
have taken steps to rationalize costs relating to production and
conform their manufacturing facilities to projected operating
needs.

The Debtors have concluded that they can obtain material cost
savings, flexibility of supply and other material benefits by
outsourcing certain brominated flame retardants, an alkyl bromide
and a water treatment product from third parties, rather than
producing the products themselves.  The Debtors specifically
determined that it will be beneficial to consolidate the Central
Plant and West Plant bromine and brine operations to the West
Plant, and idle the South Plant bromine and brine operations and
certain brominated derivative units to free up assets for new
innovative sustainable brominated flame retardants.

Mr. Cieri contends that by consolidating and idling certain
assets within the El Dorado Facility, the Debtors expect to
reduce capital intensity; improve profitability via the operation
of brine and bromine production; exit one low volume non-
sustainable product line; manage the phase-out of Decabrom
production; convert capacity to more profitable and sustainable
new products; and more efficiently manage byproduct streams.

The Debtors believe that the planned facility optimization will
cause no material increase in any environmental remedial
obligations at the Plants that comprise the El Dorado Facility.
The Debtors, however, anticipate the need for some permit
modifications for certain process, waste treatment units or
emission point sources, which they intend to apply for in due
course and in compliance with applicable State and Federal laws,
Mr. Cieri notes.

                   The Voluntary Severance Plan

The operation of the El Dorado Facility is conducted by
approximately 420 hourly and salaried employees.  Mr. Cieri notes
that the El Dorado Employees are experienced and talented.  Their
skills and expertise are important for the effective maintenance
and production of new products going forward at the El Dorado
Facility.

In recognition of the Employees' skills and as part of the
consolidation and idling of certain assets within the El Dorado
Facility, which reduces the immediate need for a small portion of
the current workforce, the Debtors intend to implement a
voluntary severance plan rather than first implementing an
involuntary reduction in force.

The Voluntary Severance Plan will be open to all non-exempt, full
time El Dorado Facility Employees and will be capped at 25
Employees.  Should more than 25 Employees seek to be included in
the Voluntary Severance Plan, the Debtors will evaluate each of
the applications in light of the Debtors' ongoing business needs
at the El Dorado Facility and if necessary, determine
participation in the Voluntary Severance Plan based on number of
years of service.

Participating Employees will be required to execute a valid
separation agreement and release of claims to take part in the
Voluntary Severance Plan.

The Voluntary Severance Plan will provide Participating Employees
whose employment is terminated the same amount of payout as
provided under the Debtors' ordinary course severance program,
but will provide greater healthcare continuation coverage.  In
particular, Participating Employees will be eligible to receive
Company-paid continuation of medical or dental coverage under the
Company's insurance plans, for up to 24 months following their
termination date.  The first 18 months of the healthcare
continuation coverage will be provided pursuant to and continued
eligibility will be determined in accordance with the
Consolidated Omnibus Budget Reconciliation Act.  If after that
time, the Participating Employee is not eligible for coverage
under another employer's group health plan or Medicare, the
Company will provide an additional six months of continuation
coverage.

The average severance payment per Participating Employee under
the Voluntary Severance Plan, if paid in full, would total
approximately $36,000 due to anticipated increased healthcare
coverage.  The total amount to be paid by the Debtors over and
above the standard program if 25 Participating Employees were to
participate in the Voluntary Severance Plan would be
approximately $424,000.  The Enhanced Severance Plan will not be
available to any Employee who is an "insider" within the meaning
of Section 101(31) of the Bankruptcy Code.

Mr. Cieri argues that the ability of the Debtors to offer the
Voluntary Severance Plan and honor the Participating Employees'
choice to voluntarily resign their employment is important in
maintaining morale and encouraging performance by those Employees
who remain with the Company at the El Dorado Facility.  In that
respect, the eligibility of an Employee to participate in the
Voluntary Severance Plan is narrowly tailored to the
circumstances of the asset consolidation and plant idling, and
participation in the Voluntary Severance Plan will only be
available to the Employees if certain criteria are met.

In addition, the Debtors believe that the ability to offer the
Voluntary Severance Plan will provide comfort to the Employees at
the El Dorado Facility and will prevent disruption in the
operation of the El Dorado Facility during the asset
consolidation and plant idling.

In a regulatory filing with the Securities and Exchange
Commission dated January 25, 2010, the Debtors disclosed that the
board of directors of Chemtura Corporation approved a
restructuring plan involving the consolidation and idling of
certain assets within the Flame Retardants business operations in
El Dorado, Arkansas.  The restructuring plan is subject to
Bankruptcy Court approval.  Completion of the El Dorado Facility
restructuring plan is expected to occur the fourth quarter of
2010 if Court approval is obtained.

As a result of the El Dorado restructuring plan, Chemtura expects
to record exit costs of approximately $40 million, primarily in
the first half of 2010, consisting of approximately $35 million
in accelerated depreciation of property, plant and equipment and
approximately $5 million in other facility-related shutdown
costs, which include accelerated recognition of asset retirement
obligations, decommissioning of wells and pipelines and
severance.  Chemtura expects cash costs, including capital costs,
to be approximately $20 million primarily in 2010.

                      About Chemtura Corp.

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

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

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

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


CHL HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: CHL Holdings, Inc.
        4730 NW Boca Raton Blvd., Suite 100
        Boca Raton, FL 33431

Bankruptcy Case No.: 10-12549

Chapter 11 Petition Date: February 2, 2010

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Brad Culverhouse, Esq.
                  Brad Culverhouse Attorney At Law
                  320 S. Indian River Dr # 100
                  Ft Pierce, FL 34950
                  Tel: (772) 465-7572
                  Email: bradculverhouselaw@gmail.com

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

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

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

             http://bankrupt.com/misc/flsb10-12549.pdf

The petition was signed by Charles F. Svirk Jr., president of the
Company.


CIRCUIT CITY: Plan Confirmation Adjourned to March 8
----------------------------------------------------
Circuit City Stores Inc. is now scheduled to present its
liquidating plan for confirmation at a hearing on March 8.  It was
previously scheduled for a February 11 confirmation hearing.

Various parties have filed objections to the Plan.  The latest
objectors include the Commonwealth of Virginia Department of
Taxation, which is seeking interest on its priority claim, as
required by Section 511 of the Bankruptcy Code; The Maricopa
County Treasurer, which asserts that its claim should be treated
as a secured claim; Arlington ISD, and other related parties,
which argue that the proper classification of their claims is as
first priority secured tax claims entitled to interest at the rate
provided by applicable non-bankruptcy law; and the Lewisville
Independent School District, which wants the proceeds of the sales
of assets securing its tax claims preserved.

                       The Liquidating Plan

The Plan provides for the orderly liquidation of the remaining
assets of the Debtors and the distribution of the proceeds of the
liquidation of the Debtors' assets according to the priorities
set forth under the Bankruptcy Code.

Under the Debtors' Joint Plan of Liquidation, all claims against
the Debtors -- other than administrative claims and priority tax
claims, which will be paid in full -- are classified into eight
classes:

                                               Estimated
                                    Estimated  Aggregate Amount
  Class  Description                Recovery   of Allowed Claims
  -----  -----------                ---------  -----------------
1    Miscellaneous Secured Claims   100%      $5 mil.-$20 mil.
2    Non-Tax Priority Claims        100%      $35 mil.-$95 mil.
3    Convenience Claims              10%      unknown
4    General Unsecured Claims      0%-13.5%   $1.8 bil.-$2 bil.
5    Intercompany Claims              0%      $0
6    Subordinated 510(c) Claims       0%      $0
7    Subordinated 510(b) Claims       0%      $0
8    Interests                        0%      -

A Liquidating Trust will be established on the Plan Effective
Date.  All Distributions to the Holders of allowed claims will be
from the Liquidating Trust.

The Plan Proponents also filed on September 24, 2009, clean and
final version of their Disclosure Statement and First Amended
Plan, a full-text copy of which is available at no charge at:

       http://bankrupt.com/misc/CC_DS&1stAmPlan_092409.pdf

                        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).


COACHMEN INDUSTRIES: Reports $3 Million Net Loss in 4th Qtr 2009
----------------------------------------------------------------
Coachmen Industries Inc. reported, in its financial results for
the fourth quarter ending December 31, 2009, a net loss from
continuing operations of $3.06 million versus a net loss from
continuing operations of $19.1 million in the fourth quarter of
2008.   Net loss, including discontinued operations, was
$2.87 million in the fourth quarter of 2009, versus a net loss of
$52.9 million in the fourth quarter of 2008.

The Company said net sales from continuing operations for the
fourth quarter were $15.5 million compared to $18.9 million
reported for the same period in 2008.  Gross profits for the
quarter were up to $1.13 million or 7.3% of revenues, compared to
a gross profit of $36,000 or 0.19% of revenues for the fourth
quarter of 2008.

"The housing markets may have stopped their freefall, but they
have not yet begun to improve.  Quarterly sales in our primary
housing business were 44% less than what they were in the same
quarter in 2008," commented Richard M. Lavers, President and Chief
Executive Officer.  "Nonetheless, we improved our gross profit
more than 31 times year over year, and our losses in the fourth
quarter were about 1/6th of the prior year's loss.  Our Specialty
Vehicles business is showing significant growth, with quarterly
sales revenue up more than 365% as compared to the same quarter
last year.  These improvements show that we remain headed in the
right direction, despite general economic conditions."

                  About Coachmen Industries

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

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

                        *     *     *

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

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


CONEXANT SYSTEMS: Reports $8.334 Mil. Net Income for Jan. 1 Qtr
---------------------------------------------------------------
Conexant Systems, Inc., said financial results for the first
quarter of fiscal 2010 exceeded guidance provided at the beginning
of the quarter.

The Company posted net income of $8.334 million for the fiscal
quarter ended January 1, 2010, from net income of $19.985 million
for the quarter ended October 2, 2009, and net loss of
$20.992 million for the quarter ended January 2, 2009.

The Company said that it delivered core gross margins of 61% of
revenues, core operating margins of approximately 22% of revenues,
and core earnings of $0.17 per share.  Both margin rates were the
highest in company history.

For the first quarter of fiscal 2010, Conexant's revenues were
$61.8 million.  Core gross margins were 61% of revenues.  Core
operating expenses were $24.2 million, core operating income was
$13.5 million, and core net income was $10.0 million, or $0.17 per
share.

On a GAAP basis, net revenues for the first quarter of fiscal 2010
were $61.8 million.  GAAP gross margins were 61% of revenues.
GAAP operating expenses were $26.4 million.  GAAP net income
including discontinued operations was $8.3 million, or $0.14 per
diluted share.

The company ended the quarter with $59.1 million in cash and cash
equivalents, compared to $125.4 million in the previous quarter.
During the first fiscal quarter, the company used approximately
$62 million to retire the remainder of its senior secured notes
due in November 2010, and $28.7 million to satisfy an expired
accounts receivable credit facility.  The company also
strengthened its balance sheet during the quarter by exchanging
equity for $17.6 million of convertible notes and established a
new accounts receivable credit facility in the amount of
$15 million.

As of January 1, 2010, the Company had total assets of
$273.747 million against total liabilities of $340.397 million,
resulting in shareholders' deficit of $66.650 million.

"For the first fiscal quarter, the Conexant team again delivered
performance that exceeded our expectations on all financial
metrics," said Scott Mercer, Conexant's chairman and chief
executive officer.  "First fiscal quarter revenues of
$61.8 million were better than the $60 million we anticipated
entering the quarter and increased 10% from fourth fiscal quarter
revenues of $56.2 million.  First quarter core gross margin of 61%
was better than the 60% we expected and 80 basis points higher
than core gross margin of 60.2% in the previous quarter.  Core
operating expenses of $24.2 million were lower than the
approximately $25 million we anticipated and compared to
$25 million in the fourth fiscal quarter.  Core operating income
of $13.5 million was approximately 22% of revenues, was above the
approximately $11 million we expected, and compared to
$8.8 million in the prior quarter.  Core net income was
$10 million, or $0.17 per share, rather than the $0.11 per share
we anticipated entering the quarter.

"As a percentage of revenue, our first fiscal quarter core gross
margin and core operating margin were both the highest in company
history," Mr. Mercer said.  "With stable core gross margin rates
and our continuing focus on controlling core operating expenses,
our bottom-line financial performance moving forward will be
primarily determined by our ability to increase revenues.  We plan
to grow by capturing market share with existing designs and
delivering new products for imaging, audio, embedded modem, and
video surveillance applications.  In addition, we plan to apply
our core capabilities in analog and mixed-signal design and
firmware and software development to capitalize on new
opportunities in adjacent markets."

On January 19, 2010, Conexant said it has agreed to sell property
adjacent to its Newport Beach headquarters to City Ventures LLC
for $26.1 million.  City Ventures is a leading residential and
mixed-use developer of urban projects throughout California.

"The sale of our Newport Beach property is consistent with our
strategy of monetizing non-core assets in order to improve our
balance sheet," said Mr. Mercer.  "We plan to use the proceeds
from the sale for general corporate purposes, including debt
reduction."

The property, located on Jamboree Road in Newport Beach, consists
of approximately 25 acres and includes two leased buildings.  The
transaction is subject to further due diligence by City Ventures
as well as customary closing conditions, and is expected to be
completed by the end of March 2010.  The Capital Markets Group of
Jones Lang LaSalle is serving as the exclusive agent on the
transaction.

              Second Fiscal Quarter Business Outlook

Conexant expects revenues for the second quarter of fiscal 2010 to
be $60 million to $61 million.  Core gross margins are expected to
be about 61% of revenues.  The company anticipates that core
operating expenses will be approximately $25 million.  As a
result, the company expects that second fiscal quarter core
operating income will range between $11.6 million and
$12.5 million, with core net income of $0.13 to $0.14 per share
based on approximately 66 million shares outstanding.

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?5016

                   Feb. 18 Stockholders' Meeting

The Company will hold its annual shareholders' meeting via the
Internet on February 18, 2010.  Management will present four
proposals to be considered at the annual meeting:

     -- Re-election of three directors;

     -- Amendment of the Company's certificate of incorporation to
        increase the number of authorized common shares, which
        would give the Company greater flexibility as it continues
        working to strengthen its capital structure and address
        its convertible debt due in March 2011;

     -- Increasing the number of shares for the Company's new
        equity incentive plan, which was designed to allow the
        Company to hire, retain, and motivate the best people
        available; and

     -- Ratification of the selection of Deloitte & Touche as
        independent public accountants.

                          About Conexant

Newport Beach, California-based Conexant Systems, Inc. (NASDAQ:
CNXT) -- http://www.conexant.com/-- is a fabless semiconductor
company.  Conexant's comprehensive portfolio of innovative
semiconductor solutions includes products for imaging, audio,
embedded-modem, and video applications.  Outside the United
States, the Company has subsidiaries in Northern Ireland, China,
Barbados, Korea, Mauritius, Hong Kong, France, Germany, the United
Kingdom, Iceland, India, Israel, Japan, Netherlands, Singapore,
and Israel.


CORUS BANKSHARES: Receives Notices of Default from Bank of America
------------------------------------------------------------------
Corus Bankshares Inc. received copies of two letters dated
January 5, 2010, that had been sent by Bank of America, N.A., in
its capacity as Trustee under that certain Indenture dated as of
December 19, 2005, by and among the Company and the Trustee with
respect to that certain trust known as Corus Statutory Trust XI in
the original amount of $25.0 million.

One letter was addressed to Alesco Preferred Funding IX and the
other letter was addressed to Alesco Preferred Funding X.

The purported Specified Event of Default is described in the
Letters as follows "(e) a court having jurisdiction in the
premises shall enter a decree or order for relief in respect of
the Company in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in
effect, or appoints a receiver, liquidator, assignee, custodian,
trustee, sequestrator of the Company or for any substantial part
of its property, or orders the winding-up or liquidation of its
affairs and such decree or order shall remain unstayed and in
effect for a period of 90 consecutive days; or"

The Company believes that the contentions contained in the Letters
are without merit and maintains that the Specified Event of
Default has not occurred under the Indenture as a result of the
matters described in the Letters because no court has taken any of
the actions described in the Letters with respect to the Company
or any substantial part of its property.

The Company delivered a letter dated February 1, 2010, to  the
Trustee demanding that the Trustee immediately rescind and
withdraw the purported notice of a Specified Event of Default
under the Indenture with respect to the TOPrS.

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

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

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


DANIA CORNER: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Dania Corner Ventures, LLC
          fdba Warsowe Holdings V, LLC
        10167 W. Sunrise Blvd., 3rd Floor
        Fort Lauderdale, FL 33322

Bankruptcy Case No.: 10-12505

Chapter 11 Petition Date: February 2, 2010

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Chad P. Pugatch, Esq.
                  101 NE 3 Ave Suite 1800
                  Ft. Lauderdale, FL 33301
                  Tel: (954) 462-8000
                  Email: cpugatch.ecf@rprslaw.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 $5,901,000,
and total debts of $5,401,298.

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

The petition was signed by Ronald S. Friedman.


DECODE GENETICS: Debtor Now DGI Resolution Following Assets Sale
----------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware approved the corporate name change of deCODE
genetics, Inc., to DGI Resolution, Inc.

In January 2010, deCODE genetics, Inc., completed the sale of its
Iceland-based subsidiary deCODE genetics ehf (also known as
Islensk erfdagreining) and its drug discovery and development
programs to Saga Investments LLC, a private company.  The sale
followed approval by the U.S. Bankruptcy Court for the District of
Delaware in deCODE genetics Inc.'s ongoing proceeding under
Chapter 11 of the U.S. Bankruptcy Code.  Under its new owners,
deCODE genetics ehf will continue its human genetics operations
and all of the deCODE brand products and services, including
management of its population genetics resources

                   About deCODE Genetics

deCODE Genetics Inc. is a global leader in analyzing and
understanding the human genome.  deCODE has identified key
variations in the sequence of the genome conferring increased risk
of major public health challenges from cardiovascular disease to
cancer, and employs its gene discovery engine to develop DNA-based
tests to assess individual risk of common diseases; to license its
tests and intellectual property to partners; and to provide
comprehensive, leading- edge contract services to companies and
research institutions around the globe.  The Company was founded
in 1996 and is headquartered in Reykjavik, Iceland.

deCODE's balance sheet at June 30, 2009, showed total assets of
$69.85 million and total liabilities of $313.92 million,
resulting in a stockholders' deficit of $244.07 million.

The Company filed for Chapter 11 on November 16, 2009 (Bankr. D.
Del. Case No. 09-14063).  The petition listed assets of
$69.9 million against debt of $314 million.  Liabilities
include $230 million on 3.5% senior convertible notes.


DELPHI CORP: Former CEO Was 'Reckless' in Signing Financials
------------------------------------------------------------
Bloomberg News reports that a federal judge said that former
Delphi Corp. Chief Executive Officer J.T. Battenberg III was
"reckless" in failing to ensure that financial forms he signed
were accurate.

Bloomberg recalls that the U.S. Securities and Exchange Commission
in 2006 sued Mr. Battenberg and other former Delphi executives,
alleging they "engaged in one or more fraudulent accounting or
disclosure schemes" before the auto parts supplier filed for
bankruptcy protection in 2005.  The SEC claims Mr. Battenberg was
responsible for the Company's materially misstating its financial
condition.

"He was reckless in his failure" to understand the forms he was
signing, U.S. District Judge Avern Cohn said at a hearing in
federal court in Detroit on motions to dismiss the lawsuit by
Battenberg and four remaining defendants.

                         About Delphi Corp

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- was a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi had approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

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


DELTA AIR: Mesa Air to Assume Code-Share Agreement
--------------------------------------------------
Pursuant to Section 365(a) of the Bankruptcy Code and Rule 6006
of the Federal Rules of Bankruptcy Procedure, Mesa Air Group,
Inc., and certain of its direct and indirect subsidiaries seek
authority from Judge Martin Glenn of the U.S. Bankruptcy Court
for the Southern District of New York to assume and perform all
obligations under a Connection Agreement dated May 3, 2005, among
Debtors Mesa Air Group, Inc., and Freedom Airlines, Inc., and
Delta Air Lines, Inc.

Debtor Mesa Airlines, Inc., operates regional jet and turboprop
aircraft under the names of regional carriers of certain major
airlines pursuant to code-share agreements.  Specifically, Mesa
Airlines operates (i) as US Airways Express under code-share
agreements with US Airways, Inc., (ii) as United Express under a
code-share agreement with United Airlines, Inc., and
(iii) independently in Hawaii as go! Mokulele.

Freedom operates regional jet aircraft as Delta Connection under
a code-share agreement with Delta Air Lines, Inc.  The remaining
Debtors operate businesses, or own interests in businesses, that
facilitate or enhance their regional or independent air carrier
services.  Debtors Nilchi, Inc. and Patar, Inc. hold investments.

Generally under the Debtors' code-share agreements, the Debtors
provide air transportation services to the applicable principal
carrier's customers on various flight routes, using the principal
carrier's flight designator codes and its livery and service
marks.  In exchange for providing flights and other services
pursuant to the applicable code-share agreement, the Debtors
receive compensation from, and are also reimbursed for certain
expenses by, the principal carriers.  In some cases, the
principal carriers also provide certain related customer service,
ground handling service or other functions to the Debtors.

Pursuant to the Delta Agreement, Freedom agreed to provide
certain regional air transportation services under Delta's flight
designator code as a Delta Connection Carrier under Delta's
Connection Program.  The Delta Agreement affects roughly 64
flight routes, serving approximately 33 cities throughout the
United States, Maria A. Bove, Esq., at Pachulski Stang Ziehl &
Jones LLP, in New York, relates.

The Debtors operate 22 ERJ-145 aircraft as part of the Delta
Connection Program.  They currently utilize approximately 220
aircraft pilots, 110 flight attendants, and over 100 maintenance
and support staff, to provide services under or in connection
with the Delta Agreement.

The Delta Agreement has historically been a source of a
substantial portion of the Debtors' revenue and will constitute
approximately 18% of Mesa's consolidated passenger revenues,
effective May 2010, according to Ms. Bove.  Further, at that
point, the aircraft used in connection with the Delta Agreement
will constitute approximately 22% of the Debtors' entire
operation fleet, she says.

Ms. Bove asserts that the Debtors' assumption of the Delta
Agreement is in the best interest of the estates.

The Debtors believe that they are current under the Delta
Agreement, with no amounts overdue and payable.  Subject to the
entry of an order authorizing their assumption of the Delta
Agreement, the Debtors will continue to honor the Delta Agreement
in the ordinary course of business.

The Debtors believe that Delta owes them approximately
$10,100,000 as of January 19, 2010, in claims arising under or
relating to the Delta Agreement -- in addition to over
$70,000,000 in certain damages, including pre-billed items, 2009
rate increases, maintenance related charges, and other
miscellaneous items.  The Debtors reserve their rights with
respect to these claims and any other claims that they may have
against Delta related to or under the Delta Agreement.

Notwithstanding the Debtors' belief that there are no pending
defaults under the Delta Agreement, Delta disputes that
contention.  Ms. Bove discloses that Delta and the Debtors are
parties to several prepetition actions, in certain of which Delta
has alleged defaults by the Debtors, which allegations are
disputed by the Debtors.

  (a) On April 7, 2008, Mesa and Freedom commenced an action in
      the United States District Court for the Northern District
      of Georgia to prevent Delta's attempt to terminate the
      Delta Agreement with respect to certain ERJ-145 aircraft
      on the basis that the Debtors allegedly failed to maintain
      certain flight completion rates during certain prior time
      periods.  Delta appealed the preliminary injunction issued
      by the Georgia District Court against it.  On July 2,
      2009, the Court of Appeals for the Eleventh Circuit
      affirmed the issuance of the injunction.  A trial date has
      not yet been set by the Georgia District Court.

  (b) On August 19, 2009, Delta commenced an action against Mesa
      in the Georgia District Court alleging that the Debtor
      breached certain "most favored nations" -- MFN --
      provisions of the Delta Agreement covering the ERJ
      aircraft.  The matter is pending.

  (c) After the commencement of the Delta ERJ Litigation, Delta
      terminated a separate agreement with Mesa, relating to
      certain CRJ-900 aircraft owned by Delta but operated by
      the Debtor.  The aircraft were returned to Delta upon
      termination of the agreement.  On March 20, 2009, Mesa
      commenced an action in the Georgia District Court seeking
      damages.  Delta filed a counterclaim alleging breach of
      contract, which is disputed by the Debtors.

  (d) On August 6, 2008, Mesa commenced an action in the United
      States District Court for the District of Arizona against
      Delta, seeking the return of seven aircraft engines that
      Delta improperly retained after termination of an engine
      maintenance memorandum of understanding between the
      parties.  Delta agreed to  return the engines and, on
      August 22, 2008, filed a mechanics lien on the engines
      along with a counterclaim seeking to foreclose on the
      liens.  Mesa moved for judgment on the pleadings as to
      Delta's liens due to failure to comply with Georgia lien
      statute. The Arizona District Court ruled that Delta had
      forfeited its lien claims.  Delta filed a notice of appeal
      to the Court of Appeals for the Ninth Circuit on
      November 20, 2008.  Mesa's motion for summary judgment is
      pending.

According to Ms. Bove, the Debtors assert that Delta owes or is
otherwise liable to the Debtors for more than $70,000,000 in
damages in connection with all of the Delta-Related Actions.

In a separate filing, pursuant to Section 107(b) of the
Bankruptcy Code and Rule 9018 of the Federal Rules of Bankruptcy
Procedure, the Debtors seek to file portions of the Delta
Agreement under seal.

Ms. Bove says certain terms and conditions of the Delta Agreement
(i) are required contractually to be kept confidential, (ii) are
highly sensitive with respect to the Debtors' business and their
ongoing relationship with Delta, or (iii) contain confidential
commercial information.  The Debtors will make a non-redacted
copy of the Delta Agreement available to (i) the Court, (ii) the
United States Trustee for the Southern District of New York, and
(iii) those persons, approved by the Debtors and Delta, who have
executed a form non-disclosure agreement acceptable to the
Debtors and Delta.  A redacted version of the Delta Agreement is
available at no charge at:

http://bankrupt.com/misc/Mesa_RedactedDeltaAgreement011910.pdf

                      Letters to the Court

The Court held a conference call with the Debtors, the Official
Committee of Unsecured Creditors, and Delta on January 21, 2010.
According to separate letters from the parties, during the
conference call, the Court sought the parties' views on certain
issues.

In response to the Court's request for their position as to the
procedural posture of the Motion, the Debtors assert that prompt
resolution is critical to their reorganization efforts because
the outcome will significantly impact other important decisions,
including those of whether to assume or reject 22 aircraft leases
representing 17% of their fleet of operating aircraft.

The Debtors propose that the parties immediately commence or
complete discovery on all issues, but bifurcate certain issues
for trial.  In particular, the Debtors propose that the parties
try the threshold issue under Section 365 of the Bankruptcy Code
of whether there is a contract that can be assumed, within six
weeks.  If the Debtors prevail, all other issues can be tried in
June 2010.  However, if Delta prevails, the Debtors may not be
able to assume the Delta Agreement.

The Debtors propose this schedule:

    February 10     Delta serves and files its response to the
                    Motion

    February 19     Deadline for serving written discovery
                    demands on all issues other than the Delta
                    Agreement termination issue

    March 10        Completion of outstanding discovery on the
                    termination issue

    March 22-24     Trial on termination issue

    April 9         Deadline for document production and
                    otherwise responding to written discovery on
                    all issues other than the termination issue

    April 30        Deadline for identification of experts and
                    production of expert reports, if any,
                    relating to all issues other than the
                    termination issue

    May 14          Deadline for completing fact depositions,
                    including third parties relating to all
                    issues other than the termination issue

    May 28          Deadline for completing expert depositions,
                    discovery completed

    June 14         Trial to commence on all issues other than
                    the termination issue

In response to the Court's request with respect to Creditors
Committee's views regarding the most efficient and effective
manner for adjudication of the Motion, the Creditors' Committee
states, in a letter addressed to the Court, that it believes that
judicial economy will be best served by the Court's initial
resolution of the threshold issue regarding Delta's termination
of the Delta Agreement.

The Creditors' Committee notes that the Debtors and Delta agreed
during the January 21 conference call with Judge Glenn that
little discovery remains to be taken in the termination
litigation that raises the issue.

The Creditors' Committee believes that potential preservation of
the assets of the Debtors' estate will be served best by first
having the discovery completed in the termination litigation
followed by a hearing before the Court as to the propriety of the
termination.  Clarity regarding whether the Debtors are able to
assume the Delta Agreement is critical for the Creditors'
Committee to determine the appropriate approach to take for these
Chapter 11 cases and an eventual plan of reorganization, the
Creditors Committee says.

In response to the Court's request for Delta's position
concerning a proposed schedule for resolving the Motion, Delta
states that it believes that the Motion cannot be fully and
fairly decided until the collateral litigation regarding whether
the Delta Agreement has been terminated is resolved.

Accordingly, Delta asks the Court to adopt a schedule that
permits sufficient time for remaining discovery and trial in the
ERJ Litigation, and for fact and expert witness discovery in the
MFN Litigation, both of which are currently pending before Judge
Clarence Cooper of the United States District Court for the
Northern District of Georgia.

In addition to the discovery on both Litigation, Delta tells the
Court that it will need to take discovery in connection with the
Motion.  Specifically, Delta anticipates discovery on whether the
Debtors have the financial wherewithal to cure all defaults
promptly under the contract, and on whether the Debtors can
provide adequate assurance of future performance.

Delta believes that discovery on the Motion can be conducted on a
parallel track with discovery related to the MFN Litigation,
allowing this Court to resolve both issues efficiently.

Delta proposes this schedule:

    January 29      Delta files response to the Georgia District
                    Court to the Debtors' motions to transfer
                    venue of the ERJ and MFN Litigation

    February 3      Hearing before this Court; Delta to file
                    motion to lift stay

    February 12     Parties to exchange document requests and
                    other written discovery in MFN Litigation
                    and the Motion

    February 26     Discovery completed in the ERJ Litigation;
                    Parties to serve third-party discovery in
                    the MFN Litigation

    March           Seek to complete ERJ Litigation trial before
                    Judge Cooper in the Georgia District Court

    March 15        Parties to produce documents in response to\
                    document requests and answer other written
                    discovery

    March 30        Complete third-party document discovery

    April 30        Complete fact discovery in MFN Litigation
                    and the Motion

    May 5           Delta's expert report due in MFN Litigation;
                    Debtors' expert report due in the Motion

    May 19          Complete depositions of Debtors' and Delta's
                    experts

    May 28          Rebuttal expert reports due

    June 11         Complete expert depositions of rebuttal
                    experts and expert discovery in MFN
                    Litigation and the Motion

    June 30         Parties to submit legal memoranda on MFN
                    Litigation and the Motion

    July 14         Parties to submit response briefs

    By July 30      Conduct hearing on MFN Litigation and the
                    Motion

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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

                       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'


DENBURY RESOURCES: Moody's Confirms 'Ba3' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service confirmed the ratings for Denbury
Resources Inc.  The confirmed ratings include Denbury's Ba3
Corporate Family Rating, its Ba3 Probability of Default Rating,
the B1 (LGD 5) rating on the existing senior subordinated notes.
Moody's also assigned a B1 (LGD 5, 73%) rating to the company's
proposed $1.0 billion senior subordinated notes offering.  The
outlook is negative.  This concludes the review for downgrade
initiated on November 2, 2009.

In conjunction with this action, Moody's also confirmed the
ratings for Encore Acquisition Company.  The confirmed ratings for
Encore include the Ba3 CFR and PDR, and B1 (LGD 5, 74%) on the
senior subordinated notes.

Proceeds from the proposed offering will be used to finance a
portion of the cash payment to Encore related to the merger as
well as the expected tender of most of Encore's debt post closing
of the notes offering.  Any Encore notes not tendered will become
obligations of Denbury as the parent companies will merge.  The
notes will close into escrow until the merger closes and the
Encore notes are tendered.  The closing of the merger and tender
are expected by the end of the first quarter of 2010.  All ratings
actions assume the acquisition of Encore is completed as expected.

"The confirmation of Denbury's Ba3 CFR considers the company's
scale when combined with Encore's assets, the additional enhanced
oil recovery prospects, the increased exposure to oil, the plan to
fund its 2010 capital program from cash flow and asset sales, and
plans for near-term debt reduction through asset sales," said Ken
Austin, Moody's Vice President.  Pro forma for the Encore
acquisition and subsequent Conroe acquisition, Denbury's scale is
at the higher end for the Ba3 peer group.  "However, the negative
outlook reflects the increase in pro forma leverage which places
it at the high end for the Ba3 peer group.  Although the company
has plans to reduce debt through asset sales, the exact timing and
amount of proceeds is uncertain at this time."

Pro forma for the Encore merger and its acquisition of the Conroe
Field, Denbury's leverage on its PD reserves of more than $13/boe
and production of $44,000 boe/day (consolidated for Encore Energy
Partners, LP and for 2009 year-end reserve estimates) are both on
the higher end for the ratings.  The company is planning to sell
approximately $500 million of assets to reduce debt within the
next few quarters, however, that process will not begin until
after the acquisition closes.  The negative outlook considers the
lack of visibility as to when the sales will occur and for how
much.  Factoring in the plans for the company to spend its cash
flow this year, these asset sales are the only source of
meaningful near-term debt reduction and thus, are important to
maintaining the rating.  The ratings could be downgraded if the
asset sales are not executed as expected and debt is not
significantly reduced by the third quarter of 2010, or if the
production response from existing properties is not keeping pace
with the heavy front-end spending.

The confirmation of the Ba3 CFR incorporates not only the simple
growth in scale, but that the Encore properties provide Denbury
with additional exposure to oil, which Moody's believes has better
near-term fundamentals to natural gas.  In addition, the Encore
properties significantly add to Denbury's inventory of enhanced
oil recovery properties, which has become its focus for reserves
and production growth.  Moreover, Denbury will have access to
acreage in the highly prospective Bakken and Haynesville shale's.
If Denbury elects to maintain these properties and they prove to
be successful, they could result in another are of growth for
Denbury.

The last rating action for Denbury was on November 2, 2009, when
Moody's placed its ratings under review for possible downgrade.

Denbury Resources, Inc., is headquartered in Plano, Texas.


DENNY'S CORPORATION: Appoints Laysha Ward as Director
-----------------------------------------------------
The Board of Directors of Denny's Corporation appointed Laysha
Ward to serve as a director of the Company.  Ms. Ward will be paid
the same rate of compensation as the Company's other non-employee
directors which include cash payments of $60,000 per year, payable
in quarterly installments of $15,000, and an annual award of
deferred stock units, valued at $50,000.

Ms. Ward will receive a pro-rata portion of these cash and equity
awards granted to directors for the remaining 2009/2010 board
term.

                        About Denny's Corp.

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- is one of America's largest
full-service family restaurant chains, consisting of 1,289
franchised and licensed units and 256 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

As of September 30, 2009, Denny's had total assets of $330,718,000
against total liabilities of $477,448,000, resulting in
shareholders' deficit of $146,730,000.  Denny's September 30, 2009
balance sheet also showed strained liquidity with total current
assets of $65,889,000, including $29,886,000 of cash and cash
equivalents, against total current liabilities of $95,790,000.


DOLE FOOD: S&P Affirms Corporate Credit Rating at 'B'
-----------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating, and other ratings, on Westlake Village,
California-based Dole Food Co. Inc.  The outlook is stable.  About
$1.6 billion of debt was outstanding as of Jan. 2, 2010.

S&P also assigned its 'BB-' issue-level ratings, to Dole's
proposed $250 million new senior secured term loan and subsidiary
Solvest's proposed $600 million new senior secured term loan,.
The recovery rating on the loans is '1', indicating S&P's
expectation of strong (90%-100%) recovery in the event of a
payment default.  These ratings are based on preliminary terms and
are subject to review upon final documentation.

"The rating affirmation reflects S&P's expectation for liquidity
to remain adequate, while S&P estimate debt increases modestly
following the proposed transaction," said Standard & Poor's credit
analyst Alison Sullivan.  "S&P estimate pro forma lease-adjusted
total debt to EBITDA was about 5.9x, compared with 5.8x before the
transaction (and reflecting debt repayment from IPO proceeds), for
the 12 months ended Oct. 10, 2009."  S&P believes the transaction
does not materially affect adjusted funds from operations to total
debt, estimated at about 11% for the 12 months ended Oct. 10,
2009.  S&P also considers average credit measures in its analysis
because of the seasonality of the business and inherent volatility
of the fresh produce industry.  S&P estimates a rolling four-
quarter average of pro forma lease-adjusted total debt to EBITDA
was about 6x for the 12 months ended Oct. 10, 2009.  Standard &
Poor's expects credit metrics to improve modestly from EBITDA
growth and debt reduction, including asset sales.

As part of the planned refinancing, Dole will use net proceeds
from the issuance to repay its existing credit facility and redeem
the company's $70 million notes due March 2011.  The proposed
$250 million seven-year Dole term loan and $600 million seven-year
Solvest term loan will replace the existing $225 million term loan
B and $750 million term loan C ($739 million was outstanding under
the combined existing term loans as of Jan. 2, 2010).  The company
also intends to amend and extend its current $350 million asset-
based revolving credit facility (unrated) that matures in April
2011.  S&P will withdraw its ratings on the existing credit
facility and 2011 notes when repaid.

The ratings on Dole reflect its highly leveraged financial profile
and participation in the competitive, commodity-oriented,
seasonal, and volatile fresh produce industry, which is subject to
political and economic risks.

Dole is one of the world's largest producers of bananas and
pineapples, and also a major marketer of packaged fruit products,
value-added packaged salads, and vegetables.  The company has
leading market positions in several markets, including the No. 1
market share positions in bananas in North America and Japan, and
packaged fruit products in the U.S., and No. 2 market share in
packaged salad.  Dole grows produce on company-owned or leased
land, and also sources it globally through arrangements with
independent growers.  Despite Dole's defendable position, S&P
believes operating performance is susceptible to uncontrollable
factors such as global supply, world trade policies, political
risk, currency swings, weather, and crop disease.

Dole has reported to date only certain financial information for
its fourth quarter and fiscal 2009.  In fiscal 2009, revenue
declined 11% due to discontinued operations and the benefit of a
53-week year in 2008 compared with a 52-week year in 2009.  In
addition, lower sales in the European ripening and distribution
business and in fresh vegetables and packaged food segments
affected revenues.  Dole closed its IPO on Oct. 28, 2009, and used
net proceeds of about $415 million to repay debt, including
$47 million outstanding under its revolver, $130 million to repay
a portion of its $200 million 8.875% senior notes due March 2011,
$122.5 million to redeem a portion of the $350 million 13.875%
notes due March 2014, and $85 million to repay a portion of an
affiliate's $115 million loan (related to a hotel and wellness
center) due March 2010.

Dole continues to pursue its asset sale program.  During the
fourth quarter of 2009, Dole sold three box manufacturing plants
and other properties in Latin America.  With the closing of
fourth-quarter asset sales, total net cash proceeds received from
asset sales in 2009 totaled about $185 million.  Dole expects that
the sales will have minimal impact on earnings.  S&P expects Dole
to apply future asset sale proceeds to debt reduction.  The rating
does not factor in any acquisitions, share repurchases, or
dividends.

Liquidity is adequate.  The company had cash of $120 million and
no borrowings outstanding under its $350 million asset-based
revolving credit facility as of Jan. 2, 2010.  Dole had about
$96.5 million in letters of credit and bond guarantees outstanding
under its $100 million prefunded LOC facility as of Oct. 10, 2009.
The proposed ABL facility will contain a springing 1x fixed-charge
ratio covenant if availability falls below a certain threshold.
Financial covenants under the company's proposed term loans nclude
a minimum interest coverage ratio and a maximum total leverage
ratio.  S&P expects future covenant cushion will be at least 20%.

S&P believes cash flow, revolver borrowings, and potential asset
sales will be sufficient to cover expected amortization payments
(about $8.5 million annually under the new term loans) and
operational needs.  Dole also has large land holdings in Hawaii
and, to a lesser extent, in Latin America, which management has
indicated that it may be monetize.  The company's next maturity
occurs in 2013, for $155 million of notes.

The outlook is stable.  Dole has reduced leverage and has a solid
liquidity profile.  S&P expects credit measures to stay close to
current levels, on average, to maintain the stable outlook.  S&P
could lower the rating if performance declines and/or covenant
cushion significantly weakens.  An upgrade could occur if the
company sustains its improved performance, maintains a prudent
financial policy, and sustains a rolling four-quarter average
leverage ratio of less than 5x.  For example, this could occur in
a scenario of 150 basis points EBITDA margin expansion, coupled
with flat revenue growth and pro forma debt levels, relative to
the 12 months ended Oct. 10, 2009.


DOWNSTREAM DEVELOPMENT: Moody's Affirms 'Caa1' Corp. Family Rating
------------------------------------------------------------------
Moody's Investors Service revised Downstream Development
Authority's rating outlook to stable from negative.  The company's
Corporate Family Rating, Probability of Default Rating, and senior
secured first lien note rating were affirmed at Caa1.

The revision of the Authority's rating outlook to stable and
affirmation of Caa1 rating reflect Moody's expectation that
company's operating performance and credit metrics would not
likely deteriorate materially in the intermediate term.
Additionally, it is Moody's opinion that the company would likely
maintain an adequate liquidity profile to service its current debt
service obligations, capital expenditures and tribal distributions
in the next twelve months.

The rating actions incorporate the relatively stable trend of
Authority's operating performance as reflected in its win per unit
per day and guest count since its opening in late 2008, despite a
challenging economic environment.  While maintaining a negative
outlook for US gaming industry for concerns regarding potential
permanent reduction in discretionary gaming spending and more
competition, Moody's recognizes that Downstream's relatively
steady performance, is in part attributed to the limited
competitive landscape surrounding the casino's primary feeder
market.  Currently, no comparable gaming facilities exist within a
two-hour drive time of the Downstream Casino Resort in the State
of Missouri and other neighboring states.  In addition, although
the net revenues were lower than previously anticipated, company
successfully implemented expense management initiatives and
introduced a different product mix that helped it deliver EBITDA
margins around 40% for fiscal year 2009.

Ratings upside is limited at this time given the Authority's
relatively small size and lack of geographic diversification
relative to higher rated gaming issuers.  Moreover, the
Authority's operating metrics and debt protection measures are
still weak and well below management's original expectations.  The
leverage and interest coverage ratios as adjusted by Moody's for
fiscal year-ended September 30, 2009, were at about 6.2 times and
1.2 times respectively.  In addition, due to the high leverage
deployed in its capital structure as well as high interest coupon
rate, Moody's expects its interest coverage to remain weak and
free cash flow to be modestly negative in the rating horizon.
However, the cash shortfall would be sufficiently covered by the
cash on hand per Moody's estimate, alleviating concern on payment
default in the near to medium term.

Ratings affirmed:

* Corporate Family Rating -- at Caa1

* Probability of Default Rating -- at Caa1

* $197 million senior secured first lien notes due 2015 -- at
  Caa1, loss given default assessment rate was adjusted to LGD 3,
  44% from LGD 3, 47%.

Outlook revised:

* Rating outlook: Stable

Moody's last rating action occurred on November 14, 2008, when
ratings were lowered to Caa1 from B3.

The Downstream Development Authority is a wholly owned
unincorporated instrumentality of the Quapaw Tribe of Oklahoma, a
federally-recognized Native American tribe with approximately
3,400 enrolled members.  The Authority operates the Downstream
Casino Resort, a destination casino resort located at the spot
where Kansas, Missouri and Oklahoma meet.


ELITE LANDINGS: Wants Ch. 11 Plan Filing Extended Until April 6
---------------------------------------------------------------
The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the
District of Minnesota, will consider at a hearing on February 17,
2010, at 10:00 a.m., Elite Landings, LLC, and Petters Aviation
LLC's request for an extension in their exclusivity periods.  The
hearing will be held at Courtroom No. 8 West, at the U.S.
Courthouse, 300 South Fourth Street, Minneapolis, Minnesota
Objections, if any, are due on February 12, 2010.

The Debtors asked the Court to extend their exclusive periods
to propose a plan from February 15, 2010, until April 6, 2010; and
to solicit acceptances from April 16, 2010, until June 7, 2010.

The Debtors need additional time to:

   -- gather adequate information for their proposed disclosure
      statements;

   -- evaluate the pre-bankruptcy obligations and debts between
      Elite Landings, LLC, and other Petters related entities; and

   -- resolve unresolved contingencies concerning intercompany
      claims.

Based in Minnetonka, Minnesota, Elite Landings, LLC was, prior to
filing for bankruptcy, engaged in the business of purchasing
Airbus Corporate Jet Aircraft from Airbus S.A.S. and reselling
them.  The company filed for Chapter 11 relief on Oct. 9, 2008
(Bankr. D. Minn. Case No. 08-45210).  Cass Weil, Esq., and James
A. Rubenstien, Esq., at Moss & Barnett, represent Elite Landings,
LLC as counsel.  In its petition, the Company listed between
$10 million and $50 million each in assets and debts.

The company is a wholly owned subsidiary of Petters Aviation, LLC.
Petters Aviation is the owner of 84.4% of the issued and
outstanding stock in MN Airline Holdings, Inc., which, in turn,
owns 100% o the stock in MN Airlines, LLC dba Sun Country
Airlines.  Petters Aviation filed its Chapter 11 case on
October 6, 2008.

Both MN Airline Holdings, and MN Airlines, LLC are debtors-in-
possession in Chapter 11 cases pending in the district.

Petters Aviation is a wholly owned subsidiary of Thomas Petters,
Inc., which is in turn owned 100% by Thomas J. Petters,
individually.  Thomas Petters, the founder and former CEO of
Petters Group, has been indicted and a criminal proceeding against
him is proceeding in the U.S. District Court for the District of
Minnesota.

                About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc. is the financing and capital-raising unit of
Petters Group Worldwide, LLC.  Petters Company, Inc. and Petters
Group Worldwide, LLC, filed separate petitions for Chapter 11
relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and 08-
45258, respectively).  James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company, Inc. listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on October. 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on October 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings,
Inc., Sun Country's parent company.

Polaroid Corp. filed its second voluntary petition for Chapter 11
on December 18, 2008 (Bankr. D. Minn. Lead Case No. 08-46617).


ENTERPRISE INNS: S&P Downgrades Rating to 'BB-' on Pressures
------------------------------------------------------------
Standard and Poor's lowers Enterprise Inns Ratings to 'BB-' on
higher leverage and ongoing cyclical pressures.  Standard and
Poor's gave a stable outlook.


ERICKSON RETIREMENT: Lenders Want Protocol for Claims Filing
------------------------------------------------------------
In a joint request, PNC Bank, National Association, Bank of
America, N.A., and Capmark Finance, Inc., ask the Court to
approve a protocol for filing proofs of claim under Rules 3001
and 2019 of the Federal Rules of Bankruptcy Procedure.

PNC Bank is administrative agent for various senior secured
project lenders.  BofA is administrative agent for the Debtor
Dallas Campus, LP's senior secured prepetition revolving lenders.
Capmark is administrative agent for the senior secured lenders to
Debtor Littleton Campus, LLC.

The Court has established February 28, 2010, as the deadline for
filing proofs of claim in the Debtors' Chapter 11 cases.  PNC
Bank's counsel, Daniel I. Morenoff, Esq., at K&L Gates LLP, in
Dallas, Texas, says that the documents supporting the claims of
the Administrative Agents, as well as other senior secured
project and senior secured corporate revolver lenders against the
Debtors are voluminous.  Filing physical copies of the supporting
writings, he insists, would negatively impact the Debtors'
estates.

Bankruptcy Rule 3001(c) states that when a claim is based on a
writing, "the original or a duplicate" will be filed with the
proof of claim.  Similarly, Bankruptcy Rule 3001(d) requires that
if a security interest is claimed, the proof of claim will be
accompanied by evidence that the security interest has been
perfected.  Bankruptcy Rule 3001(b) provides that a proof of
claim may be executed by the creditor's "authorized agent."
Official Form 10 contemplates that a creditor may summarize
supporting writings and evidence of perfection, Mr. Morenoff
notes.

In this light, the Administrative Agents propose these uniform
procedures to satisfy requirements under Rule 3001(c) and
3001(d):

  (a) On or before the Bar Date, writings and documents
      evidencing perfection may be provided to BMC Group, Inc.,
      the Debtors' claims agent, in electronic format by means
      that include a diskette or CD-ROM.

  (b) Each diskette or CD-ROM may support more than one proof of
      Claim.

  (c) In the event a diskette, CD-ROM or document is not
      readable or cannot be retrieved in the electronic format
      in which it was submitted, BMC Group will notify the
      claimant and the claimant will promptly resubmit the
      diskette, CD-ROM or document to BMC Group.  Any diskette,
      CD-ROM or document resubmitted will be deemed filed as of
      the original filing date of the proofs of claim that refer
      to it.

Pursuant to the applicable transaction documents, the
Administrative Agents generally have authority to exercise the
rights and remedies of their constituent syndicated lenders upon
the occurrence of a default under their loan documents, Mr.
Morenoff says.  Out of an abundance of caution, the
Administrative Agents seek confirmation that they are "authorized
agents" pursuant to Bankruptcy Rule 3001(b).

Mr. Morenoff notes that individual lenders may have claims
against certain of the Debtors that are not part of an agented
credit facility or which differ from the claims to be filed by
the Administrative Agents.  Notwithstanding any finding that the
Administrative Agents are "authorized agents," the Administrative
Agents seek further confirmation that all holders of claims may
file their own proofs of claim in addition to proofs of claim
filed by the Administrative Agents.

The Administrative Agents also seek confirmation that the filing
of a proof of claim complies with Bankruptcy Rule 2019.

In a related request, the Administrative Agents ask the Court to
schedule a hearing, on an expedited basis, with respect to the
Protocol Motion for February 5, 2010.  The Administrative Agents
stress that the opportunity for all parties to avoid the
unnecessary costs through the Protocol Motion is quickly passing.

                      About Erickson Retirement

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

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

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

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


ERICKSON RETIREMENT: No Staffing Changes as of January
------------------------------------------------------
Debra Doyle, executive vice president of Health & Operations for
Debtor Erickson Retirement Communities, LLC, filed with the Court
on January 22, 2010, exhibits that are responsive to an order
excusing appointment of a patient care ombudsman under Section
333 of the Bankruptcy Code in the Debtors' Chapter 11 cases and
requiring the Debtors to self report until further ordered by the
Court.

The Debtors specifically submitted a list of staff members
working at the continuing care retirement communities, a full-
text copy of which is available for free at:

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

There are no changes with respect to staffing members, according
to the Debtors.  Changes, if any, will be detailed in the next
reporting period ending March 20, 2010.

The CCRCs reported material concerns or complaints by residents
or family members for the period December 11, 2009, to
January 20, 2010:

CCRC                            No. of Improper Care Complaints
----                            ------------------------------
Henry Ford Village in Michigan              Two
Cedar Crest Village in New Jersey           One
Riderwood Village in Maryland               One
Greenspring Village in Virginia             One

The Debtors note that both paper and electronic patient/records
maintained at the CCRCs are held in full compliance with federal
and state privacy and security requirements.  Ms. Doyle says that
ERC has maintained management company responsibility and
oversight of the CCRC's record keeping system.  No changes have
been implemented that would reduce or compromise compliance with
privacy and security safeguards in place at the CCRCs, she adds.

Pursuant to a court order, ERC recently made a payment for vendor
HealthMEDX, Inc., which licenses software for electronic medical
records.  No material complaints raised by vendors of the Debtors
regarding payment or ordering issues, for postpetition orders.

Ms. Doyle states that ERC received a notice of action captioned
Brett Stebulis v. Spring Mill Associates, L.P., Ann's Choice,
Inc. and Erickson Retirement Communities, LLC filed in the Court
of Common Pleas of Bucks County, Pennsylvania.  She says that
notice of the Debtors' bankruptcy has been filed to stay the
action.  Moreover, there are no administrative actions pending
against the Debtors that are exempted from the automatic stay,
she notes.

The Debtors have no plans to reopen, close or open a new CCRC as
of January 22, 2010.

The Debtors expect to complete material projects, estimated at
total of $100,000 or more, at their campuses within the next
months.  A list of the material projects is available for free
at http://bankrupt.com/misc/ERC_FacilityProjects.pdf

No life-safety issues were reported at the CCRCs managed by ERC
for the period from December 11, 2009 to January 20, 2010.  Life-
safety systems and processes remain active and in place to
address emergency/ emergent issues that may arise with residents,
as appropriate to each CCRC resident's level of care.

A full-text copy of the Patient Care Exhibits is available for
free at http://bankrupt.com/misc/ERC_PatientCareExhibits.pdf

                      About Erickson Retirement

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

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

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

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


FAIRFIELD RESIDENTIAL: Creditors Support $125-Mil. Investment Deal
------------------------------------------------------------------
Peg Brickley at Dow Jones Daily Bankruptcy Review reports that an
attorney for Fairfield Residential LLC said the Company has won
the support of unsecured creditors for its restructuring with an
improved $125 million investment deal designed to get the company
out of bankruptcy.

According to Ms. Brickley, Fairfield attorney Richard Chesley,
Esq., at Paul Hastings Janofsky & Walker, told Judge Brendan
Shannon at a hearing in Wilmington, Delaware, that during talks
over the weekend, investors added $10 million to the financing
pledged for the revival of Fairfield, which has built more than
64,000 apartments, condominiums and student housing units.

Last week, Fairfield sought the Court's permission to enter into
an amended binding commitment letter dated January 28, 2010, with
Och-Ziff Real Estate Acquisitions LP or its affiliates and
California State Teachers' Retirement System.  OZ and CalSTRS have
agreed to provide $115 million in new financing to fund the
Debtors' First Amended Plan of Reorganization.

In its objection, the Official Committee of Unsecured Creditors
accused the Debtors of conveying their valuable operating platform
to a newly created entity controlled by OZ in return for a
minimal, conditional financing commitment to Newco -- with no
economic benefit redounding to the benefit of the unsecured
creditors.  The panel said the deal is tantamount to a management
leveraged buyout sponsored by OZ with no payment to the Debtors'
estates.

The panel also argued that only $15 million of the $115 million
purported financing is committed; the remaining $100 million is,
at best, illusory.  The panel also pointed out that the financing
will go into Newco, while the burdens of the breakup fee and the
financing transaction fees will be imposed on the Debtors' estates
and the unsecured creditors.  The $2.25 million breakup fee --
which constitutes 15% of the $15 million committed amount -- will
also be taken from the liquidating trust rather than Newco.  The
exclusivity provisions in the financing arrangement will also have
a chilling effect to any serious efforts to effectuate a competing
financing arrangement.

Capmark Finance Inc. also objected to the proposed financing.

In the amended proposal, the Debtors told the Court OZ has agreed
to commit $65 million to Newco in addition to the $50 million in
discretionary limited partnership funds or investment in multi-
family acquisitions previously committed under OZ's original
commitment letter.  OZ and CalSTRS have reduced the breakup fee to
$1.8 million.  OZ and CalSTRS also have agreed to modify their
mutual exclusivity to permit CalSTRS to communicate with their
parties.  OZ and CalSTRS will also forfeit the portion of the
deposit funded by the breaching party in the event of their
default under the terms of the Amended Commitment Letter.

According to Dow Jones Daily Bankruptcy Review, Mr. Chesley said
Fairfield has agreed to set aside $15 million of the new money for
unsecured creditors.  The report also relates Mr. Chesley said the
new deal and backing from unsecured creditors have Fairfield on
track for a February 23 preliminary hearing on its Chapter 11
plan.

Details of the new deal are still being hammered out, and
Fairfield will have to revise its Chapter 11 restructuring plan to
incorporate the changes, according to Dow Jones.

                   About Fairfield Residential

San Diego, California-based Fairfield Residential LLC is a fully
integrated multifamily housing company that through its various
subsidiaries provides a diverse mix of services to a wide range of
investors, joint venture partners and clients.  FFR either
directly or indirectly acts as a general partner or managing
member of, and owns varying stakes in, a number of project level
operating companies.

The Company and its affiliates -- FF Development, Inc., et al. --
filed for Chapter 11 bankruptcy protection on December 13, 2009
(Bankr. D. Delaware Case No. 09-14378).  Daniel J. DeFranceschi,
Esq.; Lee E. Kaufman, Esq.; Paul Noble Heath, Esq.; and Travis A.
McRoberts, Esq., at Richards, Layton & Finger, P.A., assist the
Debtors in their restructuring efforts.  The Official Committee of
Unsecured Creditors is represented by Brett H. Miller, Esq.,
Stefan W. Engelhardt, Esq., and Melissa A. Hager, Esq., at
Morrison & Foerster LLP; and William E. Chipman Jr., Esq., Kerri
K. Mumford, Esq., and Kimberly A. Brown, Esq., at Landis Rath &
Cobb LLP.  Fairfield Residential listed $100,000,001 to
$500,000,000 in assets and more than $1,000,000,000 in
liabilities.  Dow Jones says Fairfield listed assets worth $958
million and liabilities of nearly $835 million.


FLEETWOOD ENTERPRISES: Heartland RV Acquires Towable Trademarks
---------------------------------------------------------------
Heartland Recreational Vehicles, LLC, said Wednesday it has
acquired the remaining active trademarks of the towable brands
from Fleetwood Enterprises, Inc.  As one of the leading former
manufacturers of towable RVs in North America, Fleetwood has some
of the most recognized and iconic brands in the industry.

"This is an exciting transaction for Heartland.  Fleetwood's
towable brands have long been among the most widely recognized
names in the towable RV segment, with loyal customers and an
extensive dealer network.  By acquiring the trademarks of
Fleetwood's towable products, we will enhance Heartland's brand
portfolio with industry leading names such as Prowler, Pioneer and
Wilderness," said Brian Brady, CEO of Heartland.

Mr. Brady continued, "In the last five years, Heartland has become
one of the leading manufacturers of towable RVs and is the third
largest manufacturer of fifth wheel RVs in the U.S.  Our
phenomenal growth and success has given us the financial strength
to pursue the acquisition of Fleetwood's legendary trademarks.  We
would like to thank our dealers and customers for their continued
support of Heartland and we look forward to enhancing our industry
leadership by continuing to create great products that our
customers love."

In addition to producing existing Heartland RV brands, the company
expects to begin manufacturing towable RVs under the newly
acquired brands over the next twelve months.  Under the terms of
the transaction, Heartland has acquired all active trademarks of
the towables RV segment of Fleetwood Enterprises from a bankruptcy
proceeding, and Heartland will not assume any liability for
warranties or claims relating to existing sold and unsold
Fleetwood manufactured products.

               About Heartland Recreational Vehicles

Based in Elkhart, Indiana, Heartland Recreational Vehicles, LLC --
http://www.heartlandrvs.com/-- manufactures towable recreational
vehicles in the U.S.  The Company markets over 15 brands of
superior fifth wheel and travel trailer RVs and has captured the
#3 market share in the Fifth Wheel category.  Heartland's towable
RVs are sold through an independent network of dealers throughout
the United States and Canada.  The Company has more than 900
employees.

                    About Fleetwood Enterprises

Based in Riverside, California, Fleetwood Enterprises 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, together with 19 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 Enterprises listed assets of
$560 million against debt totaling $624 million in its bankruptcy
petition.

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.

Fleetwood's exclusive period to file a chapter 11 plan expires
April 5, 2010.


FLYING J: Alon Under Contract to Buy Big West Refinery
------------------------------------------------------
Alon USA Energy, Inc. has been selected as the "stalking horse"
bidder for the Bakersfield, California refinery from Big West of
California, LLC, a subsidiary of Flying J Inc.  Completion of the
acquisition is subject to an auction process, bankruptcy court
approval and customary regulatory approval.

The Bakersfield refinery is located in California's Central Valley
and has the capacity to refine up to 70,000 barrels per day of
crude oil.  The refinery is supplied by crude oil produced in the
San Joaquin Valley with its products marketed in California, and
is a major provider of motor fuels in central California.

If the acquisition is successfully completed, the Company
anticipates using certain equipment from Bakersfield at its other
refineries and connecting the Bakersfield refinery by pipeline to
its refinery in Paramount, California so that vacuum gas oil may
be sent from Paramount to Bakersfield for further processing.  The
purchase price of the Bakersfield transaction, including the
acquisition of most of Big West's permitted Clean Fuels Project
equipment, consists of $40 million in cash and an amount equal to
the value of acquired inventory as of the closing date of the
transaction.

                          About Alon USA

Alon USA Energy, Inc., headquartered in Dallas, Texas, is an
independent refiner and marketer of petroleum products, operating
primarily in the South Central, Southwestern and Western regions
of the United States.  The Company owns four crude oil refineries
in Texas, California, Louisiana and Oregon, with an aggregate
crude oil throughput capacity of approximately 250,000 barrels per
day.  Alon is a leading producer of asphalt, which it markets
through its asphalt terminals predominately in the Western United
States.  Alon is the largest 7-Eleven licensee in the United
States and operates more than 300 convenience stores in Texas and
New Mexico.  Alon markets motor fuel products under the FINA brand
at these locations and at approximately 640 distributor-serviced
locations.

                          About Flying J

Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/--
is among the 20 largest private companies in America, with 2007
sales exceeding $16 billion.  The fully integrated oil company
employs approximately 14,700 people in the U.S. and Canada through
its interstate operations, transportation, refining and supply,
exploration and production, as well as its financial services and
communications, divisions.

Flying J and six of its affiliates filed for bankruptcy on
December 22, 2008 (Bankr. D. Del. Lead Case No. 08-13384).  Flying
J sought Chapter 11 protections after a precipitous drop in oil
prices and disruption in the credit markets brought to bear
significant short-term pressure on the company's liquidity
position.

Attorneys at Kirkland & Ellis LLP represent the Debtors as
counsel.  Young, Conaway, Stargatt & Taylor LLP is the Debtors'
Delaware Counsel.  Blackstone Advisory Services L.P. is the
Debtors' investment banker and financial advisor.  Epiq Bankruptcy
Solutions LLC is the Debtors' notice, claims and balloting agent.
In its formal schedules submitted to the Bankruptcy Court, Flying
J listed assets of $1,433,724,226 and debts of $640,958,656.

An official committee of unsecured creditors has been appointed in
the case.  Pachulski Stang Ziehl & Jones LLP has been tapped as
counsel for the creditors' panel.

Magellan Midstream Partners LP was authorized by the Bankruptcy
Court in July to buy Flying J's Longhorn pipeline that runs 700
miles from Houston to El Paso, Texas.


FONTAINEBLEAU LV: Lehman Mezzanine Loan Listed as Unsecured
-----------------------------------------------------------
Fontainebleau Las Vegas Holdings LLC and its units amended their
list of 20 largest unsecured creditors to include this entity:

Entity                         Nature of Claim   Claim Amount
------                         ---------------   ------------
Lehman Brothers Holdings, Inc.  Mezzanine Loan   $124,210,345
c/o Elisa Lemmer
Weil Gotshal & Manges LLP
1395 Brickell Ave., Suite 1200
Miami, Florida 33131

  * The Debtors note that the claim is
    secured, however the claim amount
    listed assumes no value to the collateral.

Entities on the original list of unsecured creditors are:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Corporate Express Inc.         trade debt        $3,370,405
PO Box 95708
Chicago, IL 60695
Tel: (858) 602-2461

Bally Technologies             trade debt        $1,922,450
6601 S. Bermuda Road
Las Vegas, NV 89119
Tel: (702) 584-7601

HPG International LLC          trade debt        $1,902,930
2121 N. California Blvd.
Suite 625
Walnut Creek, CA 94596
Tel: (925) 949-5700

Minibar North America Inc.     trade debt        $1,824,085
7340 Westmore Road
Rockville, MD 20850
Tel: (301) 354-5055

Kelley Technologies            trade debt        $1,617,019
5625 Arville Street #E
Las Vegas, NV 89118
Tel: (702) 889-8777

DWI Holdings Inc.              trade debt        $1,392,921
902 Oothcalooga Street
Calhoun, GA 30701
Tel: (770) 644-6302

Griffin                        trade debt        $1,375,112
2902 Nebraska Avenue
Santa Monica, CA 90404
Tel: (310) 586-6891

Global Surveillance Assoc.     trade debt        $1,005,952
3853 Silvestri Lane
Las Vegas, NV 89102
Tel: (702) 897 8400

MVD Communications LLC         trade debt        $1,005,583
11690 Groom Road
Cincinnati, OH 45242
Tel: (513) 444 1044

Ward & Howes Associates        trade debt        $993,06
3351 Highland Drive South
Suite 203
Las Vegas, NV 89109
Tel: (702) 893 2992

Paul Steelman Design Group     trade debt        $978,517
3330 W. Desert Inn Road
Las Vegas, NV 89102
Tel: (702) 873 0221

Milliken & Company             trade debt        $956,469
201 Lukken Industrial Drive
Lagrange, GA 30240
Tel: (702) 236 6535

Decca Hospitality              trade debt        $858,803
Seven Piedmont Center #205
Atlanta, GA 30305
Tel: (404) 262 4330

Tri Power Group                trade debt        $575,334
2301 Armstrong Street #101
Livermore, CA 94551
Tel: (925) 583 8200

International Bedding Co.      trade debt        $498,737
6434 NW 5th Way
Fort Lauderdale, FL 33309
Tel: (404) 394 3980

Gaming Partners International  trade debt        $481,559
1700 Industrial Road
Las Vegas, NV 89102
Tel: (702) 384 2425

Hoshizaki Western, DC, Inc.    trade debt        $479,137
790 Challenger Street
Brea, CA 92821
Tel: (714) 989 2411

Roncelli, Inc.                 trade debt        $431,594
6471 Metro Parkway
Sterling Heights, MI 48312
Tel: (586) 264 2060

JL Furnishings, LLC            trade debt        $428,988
3040 East Maria Street
Compton, CA 90221
Tel: (310) 605 6600

Project Light                  trade debt        $395,616
4976 Hudson Drive
Stow, OH 44224
Tel: (330) 668 9000

                   About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU LV: Retail Debtors Amend Creditors List
-----------------------------------------------------
Fontainebleau Las Vegas Retail Parent, LLC, Fontainebleau Las
Vegas Retail Mezzanine, LLC and Fontainebleau Las Vegas Retail,
LLC -- the Retail Debtors -- submitted to the Court an amended
list of their creditors holding the 10 largest unsecured claims.
The list is prepared in accordance with Rule 1007(d) of the
Federal Rules of Bankruptcy Procedures for filing in a Chapter 11
case.  The list does not include (1) persons who come within the
definition of "insider" set forth in Section 101, or (2) secured
creditors unless the value of the collateral is such that the
unsecured deficiency places the creditor among the holders of the
10 largest unsecured claims.

Entity                          Nature of Claim    Claim Amount
------                          ---------------    ------------
Lehman Brothers Holdings, Inc.       Loan          $105,671,974
c/o Elisa Lemmer
Weil Gotshal & Manges LLP
1395 Brickell Ave., Suite 1200
Miami, Florida 33131

The Union Labor Life                 Loan           $39,331,814
Insurance Company
8403 Colesville
Silver Spring, MD 20910

The PNC Financial Services           Loan           $11,169,556
Group
One PNC Plaza
249 Fifth Avenue
Pittsburgh, PA 15222

Sumitomo Mitsui Group                Loan           $11,169,556
277 Park Avenue
New York, NY 10172

Arthur Weiner Enterprises, Inc.     Trade Vendor       $137,177
4000 Ponce De Leon Blvd
Suite 400
Coral Gables, FL 33146

Wilkie Farr & Gallagher LLP          Legal Fees         $95,971
787 Seventh Avenue
New York, NY 10019

Latham & Watkins LLP                 Legal Fees         $30,651
P. O. Box 894256
Los Angeles, CA 90189

Meyer Unkovic & Scott LLP            Legal Fees         $18,035
1300 Oliver Building
535 Smithfield Street
Pittsburgh, PA 15222

Buchanan, Ingersoll & Jack           Legal Fees         $13,337
Kessler, Esq.
One Oxford Centre
301 Grant Street
20th Floor
Pittsburgh, PA 15219

The Amendment pertains to the increase of the Claim amount of
these creditors:

* Lehman Brothers -- from $105,489,241 to $105,671,974

* The Union Labor Life -- from $39,258,816 to $39,331,814

* PNC Financial Services -- from $11,148,847 to $11,169,556

* Sumitomo Mitsui Group -- from $11,148,413 to $11,169,556

Creditor Trimont Real Estate Advisors is no longer included on the
list.

                   About Fontainebleau Las Vegas

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

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

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

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


FOUNTAIN POWERBOAT: Unsecured Creditors Balk at Revised Plan
------------------------------------------------------------
Sounding Trade Only Today, citing papers filed with the court,
says secured creditor FB Investments approved a revised
reorganization plan proposed by Fountain Powerboat Industries but
unsecured creditors are asking the court to deny confirmation of
the amended plan.

The report relates that the revised plan changes the amount of
money going to some of the various classes of creditors, including
FB Investments, which asserts claims against Fountain totaling
$19.8 million.  About $8 million of the claims was listed as
secured and $11.83 million as unsecured.

According to the report, the unsecured creditors committee said it
has learned the Debtors agreed to cash out FB Investments' claim
for $7.4 million, with $6.9 million being paid for the release of
the secured claim and $500,000 for the full satisfaction of the
unsecured claim.  That $500,000 would come from the $1 million
that was originally to be paid to the class of the general
unsecured creditors.

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.


FREEDOM COMMUNICATIONS: Stay Modified to OK Paper Carrier Deal
--------------------------------------------------------------
Law360 reports that paper carriers who won a $22 million class
action settlement against Freedom Communications Inc. have been
given the go-ahead to return to California state court to seek
approval of their deal for unsecured claims under Freedom's latest
reorganization plan.

Freedom Communications, headquartered in Irvine, California, is a
national privately owned information and entertainment company of
print publications, broadcast television stations and interactive
businesses.  The company's print portfolio includes approximately
90 daily and weekly publications, including approximately 30 daily
newspapers, plus ancillary magazines and other specialty
publications.  The broadcast company's stations -- five CBS, two
ABC network affiliates and one CW affiliate -- reach more than 3
million households across the country.  The Company's news,
information and entertainment Web sites complement its print and
broadcast properties.

Freedom Communications filed for Chapter 11 on Sept. 1, 2009
(Bankr. D. Del. Case No. 09-13046).  Attorneys at Young Conaway
Stargatt & Taylor, and Latham & Watkins LLP serve as Chapter 11
counsel.  Houlihan, Lokey, Howard & Zukin, Inc., serves as
financial advisor while AlixPartners LLC is restructuring
consultant.  Logan & Co. serves as claims and notice agent.

Freedom Communications had $757,000,000 in assets against debts of
$1,077,000,000 as of July 31, 2009.


GENMAR HOLDINGS: Platinum Equity Closes Boat Brands Purchase
------------------------------------------------------------
Platinum Equity has completed the acquisition of several boat
brands and related assets from Genmar Holdings, Inc., through a
transaction conducted under Section 363 of the U.S. Bankruptcy
Code.  The U.S. Bankruptcy Court for the District of Minnesota
approved the transaction on January 13, 2009.

The acquisition includes the Ranger, Stratos, Champion, Wellcraft,
Four Winns and Glastron boat brands; manufacturing facilities and
related operations in Flippin, Ark., Cadillac, Mich., and
Murfreesboro, Tenn.; and certain transportation equipment and
other real estate assets.

"Each of the brands we acquired has a rich heritage, a strong and
loyal customer base, and significant opportunities to grow
following very challenging times throughout the boating industry,"
said Louis Samson, the principal at Platinum leading the
investment.  "Platinum has a strong track record of supporting
companies through difficult transitions and we look forward to
putting each of these brands on a path toward long-term growth and
profitability."

The newly acquired boat brands will now have the backing of
Platinum Equity, with its extensive operational resources and a
multi-billion dollar capital base.

"We are coming out of the blocks a well-capitalized company
prepared to be a leader in the marine industry, and while we
always maintain a disciplined approach to managing our portfolio
companies, we will not hesitate to support the business and take
advantage of attractive opportunities as they arise," Mr. Samson
explained.

A transition is now underway that will establish Platinum's new
portfolio of former Genmar brands as a standalone business under a
new corporate name.  Details about the new corporate identity will
be announced as the process unfolds.

"The marine industry has a lot of potential, and we're very
excited to be part of it.  Right from the start, we intend to
protect the core elements -- customers, employees, suppliers, and
dealers -- while we devise new strategies for the future," added
Mr. Samson.

            New Leadership and Organizational Structure

Platinum announced today that it has appointed David Huls
President and Chief Financial Officer (CFO) of the new
consolidated corporate holding company.  Mr. Huls was previously
Senior Vice President and CFO of Genmar Holdings, Inc. and had
been with the company for more than five years.

"David has tremendous experience, demonstrated leadership skills
and an ability to get things done, all of which make him the ideal
candidate to lead the holding company organization," said Mr.
Samson.

"I am honored and excited to have this opportunity and to work
alongside so many great people," said Mr. Huls.  "Partnering with
Platinum is a critical first step towards the stability we need in
order to move forward and once again aggressively support the
growth and success of our brands."

Mr. Huls noted that rebuilding confidence in the company from
inside and out is a top priority.

"The last eight months have been extremely difficult for our
employees, dealers and suppliers," said Mr. Huls.  "I'm grateful
for everyone's support and cooperation as we worked through so
many challenges.  It hasn't been easy and we have a lot of hard
work ahead, but through a renewed spirit of collaboration we will
all prosper together."

Platinum also announced the executives who will lead the various
brand operations.

Randy Hopper will continue to serve as President of Wood
Manufacturing, a position he has held for more than 20 years, and
will oversee Ranger Boats, Stratos Boats and Champion.  Wood
Manufacturing will be managed independently from the other brands.

Jeff Olson will continue to serve as President of Four Winns and
Wellcraft, and Mike O'Connell has been appointed to the newly
created position of President of Glastron Boats.

"We have designed a flatter, more decentralized organizational
structure to give the brand management teams independence without
compromising the efficiencies and other benefits of our combined
scale," explained Mr. Samson.  "We are fortunate to have a strong
mix of seasoned industry veterans who, in partnership with the
Platinum team, are well positioned to lead these businesses into
the future."

Sale of additional assets to J&D Acquisitions, LLC, completed

Platinum also confirmed that it completed the acquisition of
certain other assets from Genmar Holdings, Inc., and in turn sold
those assets to J&D Acquisitions, LLC in a transaction previously
announced on January 21, 2010.  J&D Acquisitions, LLC is
controlled by Irwin Jacobs and Jean-Paul Dejoria.

The assets acquired and then sold to J&D include: The Larson,
Seaswirl and FinCraft boat brands, as well as the Little Falls,
Minn., manufacturing facility that builds those brands; the
Seaswirl manufacturing facility in Culver, Ore., and all of its
related assets; VEC Technology, LLC, located in Greenville, Penn.;
the Triumph boat brand and related assets; and the Windsor Craft
boat brand and related assets.

"We are very pleased that our negotiations with Irwin and his team
culminated in this transaction.  It was a quick and efficient
process between parties who share a mutual respect," said Mr.
Samson.  "We strongly believe J&D is the most logical owner for
these assets.  Irwin has a true passion for the boating industry
and a tremendous loyalty to the Little Falls facility, its people
and the entire community.  This arrangement will keep the Little
Falls facility up and running and will protect jobs for hundreds
of people who otherwise may have lost their livelihood.  We are
proud to have played a part in reaching this solution."

                      About Platinum Equity

Platinum Equity (is a global M&A&O(R) firm specializing in the
merger, acquisition and operation of companies that provide
services and solutions to customers in a broad range of business
markets, including information technology, telecommunications,
logistics, metals services, manufacturing and distribution.  Since
its founding in 1995 by Tom Gores, Platinum Equity has completed
nearly 100 acquisitions with more than $27.5 billion in aggregate
annual revenue at the time of acquisition.

                    About Genmar Holdings, Inc.

Pulaski, Wisconsin-based Carver Italia, LLC, and its affiliates,
including Genmar Holdings, Inc. -- http://www.genmar.com/--
is the world's second-largest manufacturer of fiberglass
powerboats. It generated $460 million in annual revenue making
boats using brand names including Carver, Four Winns, Glastron,
Larson, and Wellcraft.

Genmar and an affiliate filed for Chapter 11 bankruptcy protection
on June 1, 2009 (Bankr. D. Minn. Case No. 09-33773, and 09-43537).
James L. Baillie, Esq., and Ryan Murphy, Esq., at Fredrikson &
Byron, PA, assist the Debtors in their restructuring efforts.
Houlihan Lokey represented Genmar as its financial advisor.
Carver Italia listed $10 million to $50 million in assets and
$100 million to $500 million in debts.

Manchester Companies, Inc., was named Chief Restructuring Officer
of Genmar and approved by the Bankruptcy Court in June and has
been managing the company's restructuring process since then.


GRAND PARKWAY: Case Summary & 1 Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Grand Parkway Equities, Ltd.
        21711 FM 1093 Rd.
        Richmond, TX 77407

Bankruptcy Case No.: 10-31013

Chapter 11 Petition Date: February 2, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Richard L. Fuqua, II, Esq.
                  Fuqua & Keim
                  2777 Allen Parkway, Ste 480
                  Houston, TX 77019
                  Tel: (713) 960-0277
                  Email: fuqua@fuquakeim.com

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

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

The petition was signed by Tammy Huynh.

Debtor's List of 1 Largest Unsecured Creditor:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Parkway Lakes Master, Ltd.                        $1,682,635
21711 FM 1093
Richmond, TX 77407


GREEKTOWN HOLDINGS: Isle of Capri OKs End of Consulting Deal
------------------------------------------------------------
Isle of Capri Casinos, Inc., has, together with the management
board of Greektown Casino, LLC, mutually agreed to terminate the
proposed agreement under which Isle of Capri would provide
transitional marketing and operational consulting services to
Greektown Hotel-Casino in Detroit, Michigan through the property's
emergence from its current Chapter 11 reorganization process.

The Company made the announcement today following the confirmation
on January 22, 2010, of a plan of reorganization to exit Greektown
Casino-Hotel from bankruptcy.  Upon exiting from Chapter 11
reorganization, the property will be under new ownership and
management.

Isle of Capri said in a statement, "In light of the recent
confirmation of the plan of reorganization and Greektown's
expected exit from bankruptcy in the coming months, it became
clear to our company and Greektown that the short-term
transitional consulting services that we were to provide may not
represent the most expeditious course of action for Isle of Capri
or Greektown Casino.  Moving forward, Isle of Capri remains
committed to its belief that it can have a positive impact on
existing properties and its own balance sheet by utilizing the
extensive experience of its management team through management and
consulting contracts in gaming markets across the United States."

                      About Isle of Capri

Isle of Capri Casinos, Inc. -- http://www.islecorp.com/-- owns
and operates 14 casino properties in six states. Collectively,
these properties boast over 15,000 slot machines and nearly 400
table games, over 3,100 hotel rooms and more than three dozen
restaurants.  The company's properties are in Biloxi, Lula and
Natchez, Mississippi; Lake Charles, Louisiana; Bettendorf,
Davenport, Marquette and Waterloo, Iowa; Boonville, Caruthersville
and Kansas City, Missouri; two casinos in Black Hawk, Colorado;
and a casino and harness track in Pompano Beach, Florida.  One of
the largest publicly-traded gaming companies in the United States,
Isle of Capri is traded on the NASDAQ stock exchange under ticker
symbol ISLE.

                     About Greektown Casino

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

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

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

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


HAIGHTS CROSS: Wants Schedules Filing Extended Until April 26
-------------------------------------------------------------
Haights Cross Communications, Inc., et al., ask the U.S.
Bankruptcy Court for the District of Delaware to:

   -- extend until April 26, 2010, their time to file their (i)
      schedules of assets and liabilities; (ii) schedules of
      executory contracts and unexpired leases; (iii) lists of
      equity holders; (iv) schedules of current income and
      expenditures; and (v) statement of financial affairs; and

   -- waive the requirement to file schedules and statements upon
      entry of an order confirming the plan of reorganization, so
      long as the Debtors do not seek to establish a claims bar
      date.

The Debtors propose a hearing on their schedules and statement
filing extension on February 8, 2010, at 10:30 a.m. (EST)

Haights Cross Communications, Inc., develops and publishes
products for the kindergarten through grade 12 education and
public library markets.  Their products include state-specific
test preparation materials, skills assessment and intervention
books and unabridged audiobooks, and are sold primarily to schools
and public libraries.

The Company filed for Chapter 11 bankruptcy protection on
January 11, 2010 (Bankr. D. Delaware Case No. 10-10062).  The
Company's affiliates -- Haights Cross Operating Company; Triumph
Learning, LLC; Recorded Books, LLC; and SNEP, LLC -- also filed
bankruptcy petitions.  Steven D. Pohl, Esq., and Tally Wiener,
Esq., at Brown Rudnick, assist the Debtors in their restructuring
efforts.  Daniel J. DeFranceschi, Esq., Paul N. Heath, Esq., and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
are the co-counsel for the Debtors.  Houlihan Lokey is the
Debtors' financial advisor.

The Company listed $232,388,000 in assets and $432,741,000 in
liabilities as of June 30, 2009.


HAWKEYE RENEWABLES: 2nd Lien Lenders Wants Creditors Panel Formed
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
consider at a hearing on February 9, 2010, at 2:00 p.m.,
prevailing Eastern Time, the appointment of an official committee
of unsecured creditors in the Chapter 11 cases of Hawkeye
Renewables, LLC, and Hawkeye Intermediate, LLC.  Objections, if
any, are due on February 4, 2010, at 4:00 p.m. (prevailing Eastern
Time.)

Wilmington Trust FSB, as agent under that certain Second Lien
Credit Agreement, asked the Court to direct the U.S. Trustee to
appoint a creditors committee or, alternatively, an official
committee of Second Lien Lenders in the case of the Debtors.

The Second Lien Agent related that a creditors Committee must be
appointed because:

   -- At least three Second Lien Lenders, who possess substantial
      and eligible deficiency claims under the Debtors' own
      purported valuation, have expressed willingness to serve on
      an official creditors committee.

   -- The deficiency claims of the Second Lien Lenders are the
      most significant unsecured claims that are impaired under
      the Plan.  Additionally, the Plan, left unchallenged, will
      force the Second Lien Lenders to take massive financial
      losses through a highly diluted profit participation
      interest in the reorganized Debtors and by an involuntary
      release of the Second Lien Lenders' claims against
      affiliates of Thomas H. Lee.

      The proposed plan provides that the First Lien Lenders will
      swap the outstanding obligations under the Debtors' First
      Lien Credit Agreement for $25 million in new secured loans
      and 100% of the equity interests in the reorganized Debtors.
      In contrast, the plan offers Second Lien Lenders certain
      "profit participation" interests providing a 4.1% recovery,
      and no corporate governance rights.

   -- Without any official committee, these Chapter 11 cases lack
      the necessary "watchdog" to prevent overreaching by the
      Debtors and the First Lien Lenders.

Garvan F. McDaniel, Esq. and Kasowitz, Benson, Torres & Friedman
LLP, represents the Second Lien Lenders.

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.


GRAND PARKWAY: Case Summary & 1 Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Grand Parkway Equities, Ltd.
        21711 FM 1093 Rd.
        Richmond, TX 77407

Bankruptcy Case No.: 10-31013

Chapter 11 Petition Date: February 2, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Richard L. Fuqua, II, Esq.
                  Fuqua & Keim
                  2777 Allen Parkway, Ste 480
                  Houston, TX 77019
                  Tel: (713) 960-0277
                  Email: fuqua@fuquakeim.com

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

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

The petition was signed by Tammy Huynh.

Debtor's List of 1 Largest Unsecured Creditor:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Parkway Lakes Master, Ltd.                        $1,682,635
21711 FM 1093
Richmond, TX 77407


IMPERIAL CAPITAL: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Imperial Capital Bancorp, Inc., filed with the U.S. Bankruptcy
Court for the Southern District of California its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $39,356,515
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $101,854,062
                                 -----------      -----------
        TOTAL                    $39,356,515     $101,854,062

La Jolla, California-based Imperial Capital Bancorp, Inc., filed
for Chapter 11 bankruptcy protection on December 18, 2009 (Bankr.
S.D. Calif. Case No. 09-19431).  Gregory K. Jones, Esq., at
Stutman, Treister & Glatt, P.C., assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.


INTERTAPE POLYMER: Wells Fargo Reports 20.50% Equity Stake
----------------------------------------------------------
Wells Fargo and Company; Wells Capital Management Incorporated;
Wells Fargo Funds Management, LLC; Wells Fargo Bank, N.A.;
Wachovia Bank, National Association; and Wells Fargo Advisors,
LLC, disclosed that they may be deemed to beneficially own in the
aggregate 12,086,816 shares or roughly 20.50% of the common stock
of Intertape Polymer Group Inc.

                 About Intertape Polymer Group

Intertape Polymer Group Inc. (TSX:ITP) (NYSE:ITP) develops and
manufactures specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use.  Headquartered in Montreal, Quebec and
Sarasota/Bradenton, Florida, the Company employs approximately
2,100 employees with operations in 17 locations, including 13
manufacturing facilities in North America and one in Europe.

                          *    *     *

As reported by the Troubled Company Reporter on April 6, 2009,
Standard & Poor's Ratings Services lowered its ratings, including
its corporate credit rating, to 'CCC+' from 'B' on Intertape
Polymer Group Inc. and related entities.  At the same time, S&P
removed the ratings from CreditWatch with negative implications,
where S&P placed them on March 23, 2009.  The outlook is negative.
As of December 31, 2008, the company had about $270 million in
adjusted debt (adjusted for capitalized operating leases and tax-
adjusted unfunded employee benefit obligations).


ITC^DELTACOM INC: Moody's Assigns 'B3' Rating on $325 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to ITC^DeltaCom
Inc.'s proposed $325 million second lien senior secured notes due
2016, assigned a Ba3 rating to the proposed $30 million first lien
senior secured revolving credit facility due 2015, affirmed the B3
corporate family rating, and upgraded the speculative grade
liquidity rating to SGL-1 from SGL-2.  The fundamental rating
outlook was revised to positive from stable.  The ratings on the
existing senior secured credit facilities are expected to be
withdrawn upon completion of the transaction.

These ratings were affected by the actions:

ITC^DeltaCom, Inc.

  -- Corporate Family Rating, Affirmed at B3

  -- Probability of Default Rating, Affirmed at B3

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-1 from
     SGL-2

  -- $325 million First Lien Senior Secured Notes (Second to the
     RC) due 2016, Assigned B3 (LGD4, 51%)

  -- Rating Outlook, Revised to Positive from Stable

Interstate Fibernet, Inc.

  -- $30 million First Lien Senior Secured Revolving Credit
     Facility due 2015, Assigned Ba3 (LGD1, 2%)

  -- $10 million First Lien Senior Secured Revolving Credit
     Facility due 2012, Affirmed B2 (LGD3, 35%), Expected to be
     Withdrawn

  -- $225 million First Lien Senior Secured Term Loan due 2013,
     Affirmed B2 (LGD3, 35%), Expected to be Withdrawn

  -- Rating Outlook, Revised to Positive from Stable

Deltacom intends to use the proceeds of the new issuance to
refinance its $10 million first lien revolving credit facility due
2012, $225 million first lien term loan due 2013, and $75 million
second lien term loan due 2014.  The refinance transaction
increases Debt/EBITDA leverage to 4.1x from 3.9x and decreases
EBITDA coverage of interest expense to 2.6x from 2.8x (all metrics
incorporate Moody's standard adjustments for the capitalization of
operating leases).  Deltacom's cost management efforts have
resulted in improved EBITDA margins and stable leverage throughout
the downturn, supporting the B3 corporate family rating.  The
rating is tempered, however, by the expectations of continued
capital spending to expand its fiber network, relatively high
leverage for a CLEC, the challenging competitive environment for
CLECs, moderate scale, and some regulatory risk.

Moody's revised the fundamental rating outlook to positive based
on Deltacom's demonstrated ability to maintain credit metrics
during the economic downturn and Moody's view that the company is
well-positioned to benefit from economic recovery in its markets.
Deltacom continues to draw significant revenue (20% LTM 9/30/09)
from end of lifecycle products.  While the company remains in a
turnaround phase over the near term as it shifts its revenue mix
towards growth products, Moody's believe that expansionary capital
spending in recent years is likely to drive overall revenue growth
in an improving employment environment.  Moody's would consider an
upgrade if the company is successful in further transforming its
revenue mix, with expectations for leverage sustained below 3.5x
and free cash flow in excess of 5% of debt.

Moody's believes the company has very good liquidity and has
upgraded the speculative grade liquidity rating to SGL-1 from SGL-
2 to recognize approximately $70 million of unrestricted balance
sheet cash, improved external liquidity as the commitment was
raised to $30 million from $10 million, and financial maintenance
covenants in the proposed revolving credit that are active only
when Deltacom has outstanding borrowings.

Moody's previous rating action for Deltacom occurred on
September 4, 2008, when Moody's affirmed the B3 corporate family
rating.

ITC^DeltaCom, Inc., headquartered in Huntsville, AL, is a
competitive local exchange carrier serving small and medium-sized
businesses in 45 markets in 8 states in the southeastern United
States.  Deltacom generated approximately $480 million in revenue
for the twelve months ended September 30, 2009.


JAMES LANCASTER: Case Summary & 1 Largest Unsecured Creditor
------------------------------------------------------------
Debtor: James A. Lancaster Family Trust
        2627 Lyford Dr.
        Columbus, MS 39705

Bankruptcy Case No.: 10-10490

Chapter 11 Petition Date: February 2, 2010

Court: United States Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Jeffery M. Navarro, Esq.
                  P.O. Box 532
                  Aberdeen, MS 39730
                  Tel: (662) 369-7073
                  Email: jeffnavarro53@hotmail.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 $1,265,000,
and total debts of $625,180.

The Debtor identified Lowndes County with ad valorem taxes claim
for $160,000 as its largest unsecured creditor. A full-text copy
of the Debtor's petition, including a list of its largest
unsecured creditor, is available for free at:

             http://bankrupt.com/misc/msnb10-10490.pdf

The petition was signed by Rita L. Brownlee, trustee of the
company.


JAPAN AIRLINES: ETIC to Borrow JPY355 Bil. to Provide Aid
---------------------------------------------------------
Enterprise Turnaround Initiative Corp. of Japan, who is overseeing
the restructuring of Japan Airlines Corp., will borrow from a
group of five banks a total of JPY355 billion (or US$3.9 billion)
for six months starting January 28, 2010, mostly in aid for the
bankrupt Japanese flagship air carrier, Bloomberg News said in a
January 26 report, citing people who are knowledgeable of the
matter.

The report said ETIC, in early January, asked 39 local and
overseas banks to bid in an auction to provide government-
guaranteed loans.  The fund is arranging JPY600 billion in bridge
loans for Japan Air with Development Bank.  The fund is also
providing JPY300 billion in capital to the bankrupt carrier.

According to the same report, Mizuho Financial Group Inc. will be
the biggest lender to ETIC.  Bloomberg's sources, who declined to
be identified as the discussions are private, however did not
disclose how much Mizuho will lend to ETIC.

In papers filed with the U.S. Bankruptcy Court for the Southern
District of New York, where JAL is commencing a Chapter 15
proceeding, Mizuho owns 35,303,000 ordinary shares and 80,000,000
Class A shares of Japan Airlines Corporation.

Masako Shiono, a spokeswoman for Mizuho, Japan's third biggest
bank by market value, declined to comment and an official at ETIC
also declined to comment, Bloomberg said.

                            About JAL

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

                           *     *     *

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

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

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


JOSEPH CHARLES: Files List of Six Largest Unsecured Creditors
-------------------------------------------------------------
Joseph Charles Loomis has filed with the U.S. Bankruptcy Court for
the District of Arizona a list of its six largest unsecured
creditors.

A full-text copy of the Debtor's list of creditors is available
for free at http://bankrupt.com/misc/azb10-01885.pdf

Chandler, Arizona-based Joseph Charles Loomis filed for Chapter 11
bankruptcy protection on January 26, 2010 (Bankr. D. Ariz. Case
No. 10-01885).  Gerald K. Smith, Esq., at Gerald K. Smith And John
C. Smith Law OFC, 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.


JOSEPH CHARLES: Section 341(a) Meeting Scheduled for March 11
-------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of creditors
in Joseph Charles Loomis' Chapter 11 case on March 2, 2010, at
10:30 a.m.  The meeting will be held at US Trustee Meeting Room,
230 N. First Avenue, Suite 102, Phoenix, AZ (341-PHX).

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.

Chandler, Arizona-based Joseph Charles Loomis filed for Chapter 11
bankruptcy protection on January 26, 2010 (Bankr. D. Ariz. Case
No. 10-01885).  Gerald K. Smith, Esq., at Gerald K. Smith And John
C. Smith Law OFC, 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.


LEHMAN BROTHERS: BNY Mellon to Appeal Ruling on Dante Program
-------------------------------------------------------------
Mark Brown at MarketWatch in London reports Bank of New York
Mellon Corp. said Tuesday it will appeal a ruling by Judge James
Peck of the U.S. Bankruptcy Court for the Southern District of New
York in Manhattan on a structured debt program called Dante, to
which Lehman Brothers Holdings Inc. was a counterparty.

Mr. Brown reports Judge Peck granted summary judgment to Lehman on
January 25, holding that a contract in question violates U.S.
bankruptcy law.  Mr. Brown relates the contract allows investors
in bonds issued under the Dante program to move ahead of the bank
to grab assets backing the bonds.

"As a result of the conflicting court decisions in the U.S. and
U.K. regarding the Lehman-sponsored Dante bond program, BNY
Mellon, in its role as trustee, will appeal the recent ruling by
the U.S. Bankruptcy Court," Bank of New York Mellon said in a
statement, according to MarketWatch.  "The U.S. court's ruling is
likely to have implications beyond this specific case and we are
hopeful the appeal will help clarify the issue."

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEO WATSON: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: Leo Watson, Jr.
               Dora Watson
               2702 Ursula Ct.
               Mansfield, TX 76063

Bankruptcy Case No.: 10-40878

Chapter 11 Petition Date: February 2, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtors' Counsel: Rogena Jan Atkinson, Esq.
                  Law Offices of R. J. Atkinson, L.L.C.
                  3617 White Oak Dr.
                  Houston, TX 77007
                  Tel: (713) 862-1700
                  Fax: (713) 862-1745
                  Email: ecfnoticesonly@rjabankruptcy.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/txnb10-40878.pdf

The petition was signed by the Joint Debtors.


LIZBETH FONSECA COTTO: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Lizbeth Fonseca Cotto
          fdba LR Homes Corp
          fdba RLB Construction Corp Subsidiarias
          fdba Comercial 172
        PO Box 1600, Suite 208
        Cidra, PR 00739

Bankruptcy Case No.: 10-00712

Chapter 11 Petition Date: February 2, 2010

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

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

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

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

According to the schedules, the Company has assets of $6,165,700,
and total debts of $6,330,996.

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

             http://bankrupt.com/misc/prb10-00712.pdf

The petition was signed by Ms. Cotto.


LUXOR HOSPITALITY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Luxor Hospitality Partnership
        711 Park Row
        Arlington, TX 76015

Bankruptcy Case No.: 10-40866

Chapter 11 Petition Date: February 2, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: John J. Gitlin, Esq.
                  5323 Spring Valley Road, Suite 150
                  Dallas, TX 75254
                  Tel: (972) 385-8450
                  Fax: (972) 385-8460
                  Email: jgitlin@earthlink.net

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 Faraz Ahmed, president of the general
partner of the Company.


LYONDELL CHEMICAL: Gets Nod to Expand McKinsey Work
---------------------------------------------------
Lyondell Chemical Co. and its units obtained the Court's
permission to expand the scope of services to be performed by
their management consultant, McKinsey & Company Inc. United
States.

Gerald A. O'Brien, vice president of Lyondell Chemical Company,
discloses that the Debtors wish to expand the scope of McKinsey in
accordance with a plan proposal dated December 7, 2009.

As set forth in the Plan Proposal, the Debtors would like McKinsey
to review product strategy for their fuel business by:

  (i) identifying and analyzing markets for the Debtors'
      products;

(ii) analyzing existing products and identifying new products
      matching the different markets; and

(iii) developing market strategies and business plans for each
      of the markets.

The Debtors seek modification of McKinsey's employment previously
approved by the Court, to include the Additional Services nunc pro
tunc to June 15, 2009, the date of the original consulting
agreement.

Pursuant to the Plan Proposal, the Debtors will pay McKinsey a
$550,000 fee.  The Fee is based on the expectation that the
Additional Services will be performed by a mid-sized team of
McKinsey professionals and will be completed within four to five
weeks.  The Debtors will also reimburse McKinsey for expenses
incurred on a monthly basis pursuant to the Interim Procedures
Order, as amended.  McKinsey estimates the out-of-pocket expenses
will be minor for this project and will range from $1,000 to
$2,000 as the firm does not expect any project related flights,
accommodations costs, data acquisition, or outsourced research
cost.

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

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

With the current margin environment being extremely challenging
and the outlook for the next few years not being highly
encouraging either, McKinsey believes that the initiative of the
Debtors to address a variety of operational and commercial issues
is very timely, Thomas Hundertmark, a partner at McKinsey, says.
Moreover, he maintains that his firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

                     About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


LYONDELL CHEMICAL: Proposes Settlement With BoNY
------------------------------------------------
Lyondell Chemical Co. and its units seek the Court's authority to
enter into a settlement agreement with The Bank of New York Mellon
and the Bank of New York Mellon Trust Company, N.A., resolving a
number of complex issues that have been asserted as potential
roadblocks to the successful deleveraging and reorganization of
the Debtors and their estates.

BoNY is indenture trustee for the holders of certain notes
aggregating (a) $100 million issued by Lyondell Chemical Company,
as predecessor-in-interest of ARCO Chemical Company, and
(b) $225 million issued by Equistar Chemicals, LP.

The Debtors' counsel, Peter M. Friedman, Esq., at Cadwalader,
Wickersham & Taft LLP, in New York, discloses that on January 18,
2010, the Debtors and BoNY, with the support of Aurelius Capital
Management, LP and the Ad Hoc Group of Senior Secured Lenders,
agreed in principle to settle (i) BoNY's Motion to Allow Claim for
$361.5 million under Section 507(b) of the Bankruptcy Code, and
(ii) BoNY's Motion to Separately Classify Noteholder Claims, as
well as other outstanding issues in their Chapter 11 cases.

The Parties executed the Settlement Agreement on January 27, 2010.

The Settlement Agreement provides, among others:

  (i) The withdrawal, as of approval of the Settlement Agreement
      and effective date of the Second Amended Plan that is
      consistent with the Settlement Agreement, of the BoNY
      Motions.

(ii) The suspension, as of the filing of the Settlement Motion,
      and the withdrawal with prejudice as of the effective date
      of the Amended Plan, of BoNY's appeal to the Final DIP
      Order.

(iii) The suspension as of the filing of the Settlement Motion,
      and the withdrawal as of the effective date of the Amended
      Plan, of BoNY's complaints in intervention filed in the
      action initiated by the Official Committee of Unsecured
      Creditors against the Debtors' prepetition lenders and
      directors.

(iv) A modification to the treatment of Class 4 creditors under
      the Amended Plan to provide that:

      -- the claims of the Senior Secured Lenders will be
         reduced in an amount equal to the adequate protection
         payments made by the Debtors to the Senior Secured
         Lenders through and including the Effective Date of the
         Amended Plan;

      -- the Claims of the Senior Secured Lenders will be
         reduced in an amount equal to the cost of resolution of
         any outstanding fraudulent conveyance litigation,
         including the Committee Action against the Senior
         Secured Lenders; and

      -- the Noteholders will receive Class A Shares based on
         the value of the entire LyondellBasell enterprise
         consistent with the basis for Class A Shares to be
         received by Senior Secured Lenders;

  (v) The payment, as an administrative priority claim pursuant
      to the Amended Plan, of the reasonable legal fees and
      expenses of Kramer Levin Naftalis & Frankel LLP, as
      counsel to Aurelius and certain other holders of ARCO
      Notes and Equistar Notes, for services performed solely in
      connection with the representation of the Noteholders in
      the Debtors' Chapter 11 cases, in an amount not exceeding
      $1 million, subject to the Debtors' receipt of supporting
      documentation and review.

(vi) BoNY's agreement that it will not object to confirmation
      of a plan consistent with the Settlement Agreement.

(vii) The Debtors' termination of the Settlement Agreement if
      Aurelius objects to confirmation of a plan consistent with
      the Settlement Agreement.

Mr. Friedman discloses that the withdrawals and suspensions under
the Settlement Agreement will be filed upon entry of an order
approving the Settlement Agreement.  In addition, Aurelius has
delivered to the Debtors a form of withdrawal of Aurelius'
joinders to BoNY's motions, appeals or complaints.  The Ad Hoc
Group of Senior Secured Lenders, LeverageSource (Delaware), LLC,
Aurelius and Venor Capital Management, LP support the Settlement
Agreement, he says.

More importantly, by eliminating uncertainty and delay, reducing
costs, and bringing finality to ongoing disputes, the Settlement
Agreement clears the path for the Debtors' emergence from
bankruptcy with a substantially deleveraged balance sheet,
Mr. Friedman maintains.  Had BoNY succeeded in any of its pending
objections it could have created substantial obstacles to the
confirmation of the Amended Plan, he points out.  The Amended
Plan, if confirmed, will result in viable and operating
reorganized businesses, preserving billions of dollars in creditor
value, saving thousands of jobs at the Debtors, their vendors and
suppliers and ensuring the smooth continuation of businesses
critical to the U.S. and global economies, he tells the Court.

The Court will consider the BoNY Settlement Motion on February 5,
2010.  Objections are due February 5.

                        BoNY's Statement

Counsel to BoNY, Glenn E. Siegel, Esq., at Dechert LLP, in New
York, says BoNY is expressly authorized to act on behalf of the
Noteholders in the event of any bankruptcy proceedings of the
issuers pursuant to the ARCO and Equistar Indentures.  BoNY has
issued to the Noteholders a written notice describing the
Settlement Agreement, he discloses.

In this light, BoNY asks the Court to include in any order
approving the Settlement Agreement the findings of fact required
under the Settlement Agreement:

  (a) In agreeing to the Settlement Agreement, BoNY acted in
      compliance with its duties under the ARCO and Equistar
      Indentures;

  (b) BoNY negotiated and agreed to the terms of the Settlement
      Agreement in good faith having ascertained the facts
      pertinent to the Settlement Agreement.

  (c) BoNY exercised only those rights and powers vested in it
      by the ARCO and Equistar Indentures and exercised these
      rights and powers with the degree of care and skill that a
      reasonable person would exercise or use under the
      circumstances in the conduct of his or her own affairs.

  (d) BoNY, on behalf of the Noteholders, is the sole holder of
      any and all liens granted by any Debtor pursuant to the
      ARCO and Equistar Indentures; BoNY is thus the sole holder
      of any claim under Section 507(b) that may arise in
      connection with the Notes.

  (e) As part of the Settlement Agreement, BoNY Mellon Trust and
      BoNY Mellon has settled any and all claims they may have
      under Section 507(b).

                     About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


MARK MAJETTI: Exits Chapter 11 After Stripdown & Cramdown
---------------------------------------------------------
Los Angeles attorney Jerome S. Cohen, Esq., has successfully
resolved a case involving seven commercial properties in
California and New York.  "Unfortunately, the economy has created
many cases like this," said Mr. Cohen.  "Many successful investors
have found themselves unable to service debt due to vacancies,
tenant defaults, and other problems."  In this case, the client
had built a large, valuable portfolio of properties, with
financing from nine different banks, including JP Morgan Chase,
CitiMortgage, IndyMac, and Union Bank.  "The economy has also
created an opportunity to find creative solutions," Mr. Cohen
said, adding that "the banks are highly motivated to turn problems
into performing loans."

As part of the settlement, the U.S. Bankruptcy Court reduced the
loan principal by over $2.5 million, and reduced the interest
rates on the remaining balances, enabling the investor to keep the
properties, which will now generate positive cash flow.  This was
accomplished using provisions of the Bankruptcy Code that allow
the "stripdown" of under-secured mortgages, and "cramdown"
procedures to force the result upon all creditors.  When so many
creditors are involved, this can be a very complex effort.  The
Honorable Maureen Tighe expressed her admiration for the quality
of the work done by Mr. Cohen's firm, especially given the number
of banks involved.

Jerome S. Cohen, Esq. -- http://www.jscbklaw.com/-- has been
practicing bankruptcy law for twenty years, and is Board Certified
in business bankruptcy, a certification held by very few.  The
practice represents both debtors and creditors in Chapter 11
proceedings, and encourages those with assets to protect to
request a consultation to determine the best strategy for
protecting them.  Mr. Cohen is assisted by associates Elaine V.
Nguyen, Esq., and Scott P. Layfield, Esq.  Ms. Nguyen is an
alumnus of UC Hastings College of Law in San Francisco, and has
served with the U.S. Department of Justice and with the U.S.
Bankruptcy Court in addition to private practice in bankruptcy
law.  Mr. Layfield is a graduate of Pepperdine University Law
School, and specializes in Chapter 11 law.

Mark Majetti, the owner and operator of a real estate investment
company, sought chapter 11 protection (Bankr. C.D. Calif. Case No.
08-16828) on Sept. 10, 2009, estimating his assets and liabilities
at less than $10 million.


MARK WENTWORTH: Default Prompts Chapter 11 Bankruptcy Filing
------------------------------------------------------------
Mark Wentworth Home filed for Chapter 11 protection before the
U.S. Bankruptcy Court for the District of New Hampshire on
January 27, 2010.  The petition listed less than $10 million in
total assets.

Howard Altschiller at Seacoastonline.com reports TD Bank said the
company defaulted on its agreement when it decided not to pay
interest payments to Lehman Brothers.

Home's Board of Trustees said in a letter, "When we embarked on
our construction project in 2006 we entered into a complex, but
routinely used financing arrangement that included the issuance of
variable rate bonds.  To control the risk posed by having variable
rate debt, we also entered into a contract with Lehman Brothers in
New York that would convert the variable rate to a fixed rate,
thereby fixing our monthly interest expense.  Again, this was a
routinely used transaction and was considered to be a form of
insurance policy.

"Unfortunately, Lehman Brothers filed for bankruptcy in October of
2008.  This not only removed the protections that we sought from
Lehman against rising interest rates but has also left the Home
with an unexpected claim for nearly $2 million from Lehman
Brothers bankruptcy trustee.  In response, the Home's Board of
Trustees engaged legal counsel with significant expertise to
assist us with a strategy to preserve and protect the Home's
assets."

The Board of Trustees said it tried to get out of its interest
rate swap deal with Lehman, but Lehman refused.  The company
stopped paying Lehman because it believed it would never see the
upside of the deal when interest rates eventually went above 3.6%,
Mr. Altschiller reports.  Lehman demanded $1.9 million from Home.

The Board of Trustees said, "A careful and detailed analysis of
our options resulted in a decision to reorganize in a way to
assure the long term success of the Home.  The Home's Board of
Trustees voted to implement this decision at its meeting on
January 27, 2010 and filed a thorough plan of reorganization with
the Bankruptcy Court that day."

"We want to stress that we are asking the Bankruptcy Court to
approve our reorganization plan quickly in order to treat our
creditors fairly, while strengthening the Home for the future. The
Home is not going out of business.  The Home's day-to-day
operations will not be affected.  All Resident funds are safe,
separately accounted for and held under trust arrangements
distinct from the home's own funds.

"It is our expectation that it will be business as usual at the
Home and that this process should be concluded in 60 to 90 days,"
the Board of Trustees' letter said.

Mr. Altschiller says Home's largest creditors are Lehman Brothers
and TD Bank.  Home owes $209,000 in unsecured claim to Living
Innovations, and $31,000 to other creditors.

Mark Wentworth Home operates a nursing home at 346 Pleasant St. in
Portsmouth, New Hampshire.


MEDLINK INTERNATIONAL: Files Second Amendment to 10-K for 2008
--------------------------------------------------------------
On February 1, 2010, MedLink International, Inc. filed Amendment
No. 2 to its annual report on Form 10-K for the fiscal year ended
December 31, 2008, as originally filed with the Securities and
Exchange Commission on April 15, 2009, as previously amended by
Amendment No. 1 filed on September 22, 2009, regarding certain
restatements which appeared therein.

This Amendment No. 2 is being filed in response to comments
received from the SEC in connection with its review of Amendment
No. 1 to the Company's Form 10-K for fiscal year 2008 to address
the restatement and make corrections in accordance with the
requirements of Statement of Financial Accounting Standards No.
154 "Accounting Change and Error Corrections, address the
disclosures required by paragraph 51 of SFAS 14, address certain
reclassifications described in Note 12 to the Financial
Statements, and to correct an error on the dating of the Auditors
report.

This Amendment No. 2 reflects changes to Item 8 Financial
Statements in response to comments from the SEC thereon.
Additionally, the Company added Note 12 regarding the restatement
of the Company's financial statements and revised Note 3.  All
restatements to the financial statements affected are non-cash in
nature and have no impact on the Company's consolidated income
statement as originally filed.

A full-text copy of Amendment No. 2 to the Company's Form 10-K for
the fiscal year ended December 31, 2008, is available at no charge
at http://researcharchives.com/t/s?5018

As reported in the Troubled Company Reporter on September 28,
2009, MedLink International, Inc. posted a net loss of $4,365,769
in 2008 as compared to a net loss of $2,462,829 in 2007.

At December 31, 2008, the Company's consolidated balance sheets
showed total assets of $1,530,156 and total liabilities of
$2,210,138, resulting in a stockholders' deficit of $679,982.

A full-text copy of Amendment No. 1 to the Company's Form 10-K for
the fiscal year ended December 31, 2008 is available for free at:

                http://ResearchArchives.com/t/s?457a

A full-text copy of the Company's Form 10-K for the fiscal year
ended December 31, 2008, is available for free at:

                 http://ResearchArchives.com/t/s?457f

                       Going Concern Doubt

On April 15, 2009, Jewett, Schwartz, Wolfe & Associates expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements as
of and for the fiscal years ended Dec. 31, 2008, and 2007.  The
firm noted that the Company needs to seek new sources or methods
of financing or revenue to pursue its business strategy.

                   About MedLink International

Headquartered in Ronkonkoma, New York, MedLink International, Inc.
(OTC: MLKNA) -- http://www.medlinkus.com/-- is a healthcare
information enterprise system business focused on the physician
sector. The Company is in the business of selling, implementing
and supporting software solutions that provide healthcare
providers with secure access to clinical, administrative and
financial data in real-time, allowing them to improve the quality,
safety and efficiency in the delivery of healthcare services.


MESA AIR: Gets March 5 Extension for Schedules & Statements
-----------------------------------------------------------
Mesa Air Group Inc. and its units obtained an extension by an
additional 45 days, through March 5, 2010, of their deadline to
file their schedules of assets and liabilities and statements of
financial affairs.

The extension is without prejudice to the Debtors' right to seek
further extensions.

The deadline for the Debtors to file their first financial
reports pursuant to Rule 2015.3 of the Federal Rules of
Bankruptcy Procedure has also been extended to the later of
March 5, 2010, or five days before the Section 341 meeting,
without prejudice to the Debtors' right to seek further
extensions.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


MESA AIR: Proposes Protocol for Rejecting Aircraft Leases
---------------------------------------------------------
Pursuant to Sections 105(a), 363(b), 365(a), 554(a) and 1110 of
the Bankruptcy Code and Rules 6004, 6006 and 6007 of the Federal
Rules of Bankruptcy Procedure, Mesa Air Group Inc. and its units
ask the Court:

  (a) pursuant to certain procedures, for authority to reject
      executory contracts and unexpired leases relating to
      aircraft and other related equipment, which are no longer
      necessary, or that the Debtors anticipate may shortly no
      longer be necessary, in the operation of the Debtors'
      business.  A schedule of the Excess Leased Equipment is
      available at no charge at:

      http://bankrupt.com/misc/Mesa_ExcessLeasedEqpt012510.pdf

  (b) for authority to abandon certain aircraft and other
      related equipment -- Excess Owned Equipment -- owned by
      the Debtors and are no longer necessary, or that the
      Debtors anticipate may shortly no longer be necessary, in
      the operation of their business.  A schedule of the Excess
      Owned Equipment is available for free at:

      http://bankrupt.com/misc/Mesa_ExcessOwnedEqpt012510.pdf

  (c) for authority to (1) transfer title to the abandoned
      Excess Owned Equipment to mortgagees, security trustees,
      or indenture trustees having a security interest in the
      Excess Owned Equipment -- Secured Parties -- and (2)
      surrender and return the Excess Leased Equipment and the
      Excess Owned Equipment to the applicable lessors and
      Secured Parties.

The Debtors currently maintain a fleet of 178 aircraft,
approximately 52 of which are parked and not being used.  Over
the next several months, the Debtors plan to retire additional
aircraft that are not needed to service their customers.

This motion contemplates the implementation of certain procedures
for the prompt rejection or abandonment of aircraft in order to
reduce administrative expenses of the estates.  Once the fleet is
reduced and the excess aircraft are disposed of, the Debtors
believe they will operate profitably and can successfully emerge
from Chapter 11, according to Debra I. Grassgreen, Esq., at
Pachulski Stang Ziehl & Jones LLP, in New York.

Certain items of Excess Equipment are identified as being
currently available for immediate pick-up by the applicable
Lessors or Secured Parties -- Immediately Surrendered Equipment -
- while the Debtors anticipate that some or all of the equipment
identified will be available for pick-up on a date set forth on
the notice triggering the Debtors' rejection or abandonment --
Date-to-be-Determined Equipment.

With regard to the Immediately Surrendered Equipment, the Debtors
seek approval of the lease rejection or abandonment of equipment
to be effective as of January 25, 2010, since the applicable
equipment is already available for surrender and return to the
applicable Lessors or Secured Parties.

With regard to the Date-to-be-Determined Equipment, the Debtors
seek approval of the lease rejection or abandonment of equipment
to be effective after a five-business day objection period, after
the Debtors file and serve specific notices on the affected third
parties in accordance with the Debtors' proposed procedures.

              Rejection and Abandonment Procedures

With respect to any Date-to-be-Determined Equipment, the Debtors
propose that as soon as reasonably practical after they have
determined to reject an applicable Lease or abandon the
applicable equipment, the Debtors will file with the Court a
notice or rejection or abandonment, and serve the notice on the
applicable Lessor or Secured Party via electronic delivery,
facsimile, messenger, or overnight delivery.  The notice will set
forth the Debtors' intent to reject the Lease or abandon the
Excess Equipment, as applicable, and authorize the Lessors and
Secured Parties to take possession of the Excess Equipment as of
the applicable Effective Date.

The Debtors' rejection of the applicable Lease, rejected pursuant
to these procedures, or the Debtors' abandonment of the
applicable Excess Owned Equipment, as the case may be, will be
effective as of the fifth business day after the date of service
of the Subsequent Rejection/Abandonment Notice if no objection is
filed and served by 4:00 p.m. of the said 5th business day.

If a timely objection is filed and served, the effective date of
rejection or abandonment, as applicable, will be (i) the
originally proposed Effective Date if the objection is overruled
or withdrawn or (ii) other date as determined by the Court after
a hearing on the objection.  A hearing on any objection to a
Subsequent Rejection/Abandonment Notice will be held on the next
scheduled omnibus hearing date, provided that the objecting party
is provided by the Debtors at least five business days' prior
written notice of the hearing date and time, and provided that
this is without prejudice to the Debtors or objecting party to
move for an expedited hearing.

The Debtors must file and serve any reply to any objection at
least two business days before the scheduled hearing.

These provisions and the effectiveness of any Subsequent
Rejection/Abandonment Notice will be contingent on the entry of
an order granting the Motion and approving the Subsequent
Rejection/Abandonment Procedures.

                     Filing Proofs of Claim

The Debtors propose that any claims arising out of any rejection
or abandonment effected pursuant to the proposed Procedures must
be timely filed in accordance with any order pursuant to
Bankruptcy Rule 3003(c) establishing a deadline by which
prepetition general unsecured claims must be filed, on or before
the later of (i) the Bar Date or (ii) 30 days after the Effective
Date with respect to the applicable Lease or item of Excess
Equipment.

Any claim not timely filed will be irrevocably barred and will
not be entitled to receive any distributions from the Debtors'
estates that are authorized by the Court, Ms. Grassgreen says.

In connection with the rejection of a Lease or abandonment of
Excess Owned Equipment, the Debtors will deliver records and
documents relating to the Excess Equipment relating to the Lease
or security agreement, as the case may be, to the applicable
Lessors or Secured Parties.

The Debtors also propose that if the affected Lessor or Secured
Party does not retrieve or otherwise take control of the relevant
Excess Equipment within the latest of (i) 10 calendar days after
the applicable Effective Date, (ii) 10 calendar days after the
date the Court resolves any applicable objection and (iii) 10
calendar days after the date of entry of an order, or as
otherwise agreed between the Debtors and the applicable Lessor or
Secured Party, that party will be responsible to the Debtors for
the subsequent costs of, and all risks attendant to, storing the
equipment and for other attendant costs as determined by the
Debtors.

If the Lessor or Secured Party does not remove the Excess
Equipment or otherwise contract with a third party for storage of
the Excess Equipment, the Debtors may file a motion to compel
removal of the Excess Equipment or payment to the Debtors of
storage and other attendant costs.

The Debtors propose that the surrender and return of Excess
Equipment and, in the case of Excess Owned Equipment, execution
and delivery of title documents and records will be subject to
and in accordance with the surrender and return requirements of
Section 1110(c), provided that the surrender and return is
without prejudice to the rights of (i) a Lessor to assert
rejection damages, if any, (ii) a Secured Party to assert damages
as part of any unsecured deficiency claim, if any, (iii) a Lessor
or Secured Party to assert damages for failure to satisfy all
non-Section 1110(c) contractual return or turnover provisions of
the applicable Lease or security agreement, if any, or (iv) the
Debtors or any other party-in-interest to object to any of those
claims.

The Debtors also ask that a provision be included in the order,
directing that, if and to the extent that they have deposited
monies with any Lessor or Secured Party as a security deposit or
for similar purposes, that Lessor or Secured Party will not be
permitted to set off or otherwise use the deposit without prior
authority from the Court.

Upon written request from an affected Lessor or Secured Party,
the Debtors agree to cooperate reasonably with the Lessor or
Secured Party with respect to the execution, or provision, of the
certain and related or similar documents, and the information
required for these documents, including lease termination
document, bill of sale, warranty bill of sale or quitclaim
deed, as applicable, to be filed with the Federal Aviation
Administration in connection with an Excess Equipment.

However, the affected Lessor or Secured Party will be solely
responsible for all costs associated with the documentation and
its filing, and the transportation of the aircraft.

The Debtors seek authority to execute and deliver all such
instruments and other documents and take any additional actions
as are necessary or appropriate to implement and effectuate the
procedures and provisions of the order on this Motion.

The proposed procedures establish an orderly and efficient
process for the surrender and return of the Excess Equipment and
related documentation that are consistent with the requirements
under Section 1110 of the Bankruptcy Code.  As a result, the
requested relief will ensure that the Excess Equipment is
returned to the applicable lessors or Secured Parties, as the
case may be, in accordance with the terms of the applicable Lease
or security agreement to the extent that the terms do not exceed
the requirements set forth under Section 1110, Ms. Greengrass
tells the Court.

The Debtors will continue to analyze the Fleet and, as a result
of this ongoing analysis, the Debtors believe that additional
aircraft and other related equipment may be retired in the
future, subject to the same procedures on notice to affected
parties.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


MESA AIR: Proposes to Assume Delta Code-Share Agreement
-------------------------------------------------------
Pursuant to Section 365(a) of the Bankruptcy Code and Rule 6006
of the Federal Rules of Bankruptcy Procedure, Mesa Air Group,
Inc., and certain of its direct and indirect subsidiaries seek
authority from Judge Martin Glenn of the U.S. Bankruptcy Court
for the Southern District of New York to assume and perform all
obligations under a Connection Agreement dated May 3, 2005, among
Debtors Mesa Air Group, Inc., and Freedom Airlines, Inc., and
Delta Air Lines, Inc.

Debtor Mesa Airlines, Inc., operates regional jet and turboprop
aircraft under the names of regional carriers of certain major
airlines pursuant to code-share agreements.  Specifically, Mesa
Airlines operates (i) as US Airways Express under code-share
agreements with US Airways, Inc., (ii) as United Express under a
code-share agreement with United Airlines, Inc., and (iii)
independently in Hawaii as go! Mokulele.

Freedom operates regional jet aircraft as Delta Connection under
a code-share agreement with Delta Air Lines, Inc.  The remaining
Debtors operate businesses, or own interests in businesses, that
facilitate or enhance their regional or independent air carrier
services.  Debtors Nilchi, Inc., and Patar, Inc., hold
investments.

Generally under the Debtors' code-share agreements, the Debtors
provide air transportation services to the applicable principal
carrier's customers on various flight routes, using the principal
carrier's flight designator codes and its livery and service
marks.  In exchange for providing flights and other services
pursuant to the applicable code-share agreement, the Debtors
receive compensation from, and are also reimbursed for certain
expenses by, the principal carriers.  In some cases, the
principal carriers also provide certain related customer service,
ground handling service or other functions to the Debtors.

Pursuant to the Delta Agreement, Freedom agreed to provide
certain regional air transportation services under Delta's flight
designator code as a Delta Connection Carrier under Delta's
Connection Program.  The Delta Agreement affects roughly 64
flight routes, serving approximately 33 cities throughout the
United States, Maria A. Bove, Esq., at Pachulski Stang Ziehl &
Jones LLP, in New York, relates.

The Debtors operate 22 ERJ-145 aircraft as part of the Delta
Connection Program.  They currently utilize approximately 220
aircraft pilots, 110 flight attendants, and over 100 maintenance
and support staff, to provide services under or in connection
with the Delta Agreement.

The Delta Agreement has historically been a source of a
substantial portion of the Debtors' revenue and will constitute
approximately 18% of Mesa's consolidated passenger revenues,
effective May 2010, according to Ms. Bove.  Further, at that
point, the aircraft used in connection with the Delta Agreement
will constitute approximately 22% of the Debtors' entire
operation fleet, she says.

Ms. Bove asserts that the Debtors' assumption of the Delta
Agreement is in the best interest of the estates.

The Debtors believe that they are current under the Delta
Agreement, with no amounts overdue and payable.  Subject to the
entry of an order authorizing their assumption of the Delta
Agreement, the Debtors will continue to honor the Delta Agreement
in the ordinary course of business.

The Debtors believe that Delta owes them approximately
$10,100,000 as of January 19, 2010, in claims arising under or
relating to the Delta Agreement -- in addition to over
$70,000,000 in certain damages, including pre-billed items, 2009
rate increases, maintenance related charges, and other
miscellaneous items.  The Debtors reserve their rights with
respect to these claims and any other claims that they may have
against Delta related to or under the Delta Agreement.

Notwithstanding the Debtors' belief that there are no pending
defaults under the Delta Agreement, Delta disputes that
contention.  Ms. Bove discloses that Delta and the Debtors are
parties to several prepetition actions, in certain of which Delta
has alleged defaults by the Debtors, which allegations are
disputed by the Debtors.

  (a) On April 7, 2008, Mesa and Freedom commenced an action in
      the United States District Court for the Northern District
      of Georgia to prevent Delta's attempt to terminate the
      Delta Agreement with respect to certain ERJ-145 aircraft
      on the basis that the Debtors allegedly failed to maintain
      certain flight completion rates during certain prior time
      periods.  Delta appealed the preliminary injunction issued
      by the Georgia District Court against it.  On July 2,
      2009, the Court of Appeals for the Eleventh Circuit
      affirmed the issuance of the injunction.  A trial date has
      not yet been set by the Georgia District Court.

  (b) On August 19, 2009, Delta commenced an action against Mesa
      in the Georgia District Court alleging that the Debtor
      breached certain "most favored nations" -- MFN --
      provisions of the Delta Agreement covering the ERJ
      aircraft.  The matter is pending.

  (c) After the commencement of the Delta ERJ Litigation, Delta
      terminated a separate agreement with Mesa, relating to
      certain CRJ-900 aircraft owned by Delta but operated by
      the Debtor.  The aircraft were returned to Delta upon
      termination of the agreement.  On March 20, 2009, Mesa
      commenced an action in the Georgia District Court seeking
      damages.  Delta filed a counterclaim alleging breach of
      contract, which is disputed by the Debtors.

  (d) On August 6, 2008, Mesa commenced an action in the United
      States District Court for the District of Arizona against
      Delta, seeking the return of seven aircraft engines that
      Delta improperly retained after termination of an engine
      maintenance memorandum of understanding between the
      parties.  Delta agreed to  return the engines and, on
      August 22, 2008, filed a mechanics lien on the engines
      along with a counterclaim seeking to foreclose on the
      liens.  Mesa moved for judgment on the pleadings as to
      Delta's liens due to failure to comply with Georgia lien
      statute. The Arizona District Court ruled that Delta had
      forfeited its lien claims.  Delta filed a notice of appeal
      to the Court of Appeals for the Ninth Circuit on
      November 20, 2008.  Mesa's motion for summary judgment is
      pending.

According to Ms. Bove, the Debtors assert that Delta owes or is
otherwise liable to the Debtors for more than $70,000,000 in
damages in connection with all of the Delta-Related Actions.

In a separate filing, pursuant to Section 107(b) of the
Bankruptcy Code and Rule 9018 of the Federal Rules of Bankruptcy
Procedure, the Debtors seek to file portions of the Delta
Agreement under seal.

Ms. Bove says certain terms and conditions of the Delta Agreement
(i) are required contractually to be kept confidential, (ii) are
highly sensitive with respect to the Debtors' business and their
ongoing relationship with Delta, or (iii) contain confidential
commercial information.  The Debtors will make a non-redacted
copy of the Delta Agreement available to (i) the Court, (ii) the
United States Trustee for the Southern District of New York, and
(iii) those persons, approved by the Debtors and Delta, who have
executed a form non-disclosure agreement acceptable to the
Debtors and Delta.  A redacted version of the Delta Agreement is
available at no charge at:

http://bankrupt.com/misc/Mesa_RedactedDeltaAgreement011910.pdf

                      Letters to the Court

The Court held a conference call with the Debtors, the Official
Committee of Unsecured Creditors, and Delta on January 21, 2010.
According to separate letters from the parties, during the
conference call, the Court sought the parties' views on certain
issues.

In response to the Court's request for their position as to the
procedural posture of the Motion, the Debtors assert that prompt
resolution is critical to their reorganization efforts because
the outcome will significantly impact other important decisions,
including those of whether to assume or reject 22 aircraft leases
representing 17% of their fleet of operating aircraft.

The Debtors propose that the parties immediately commence or
complete discovery on all issues, but bifurcate certain issues
for trial.  In particular, the Debtors propose that the parties
try the threshold issue under Section 365 of the Bankruptcy Code
of whether there is a contract that can be assumed, within six
weeks.  If the Debtors prevail, all other issues can be tried in
June 2010.  However, if Delta prevails, the Debtors may not be
able to assume the Delta Agreement.

The Debtors propose this schedule:

    February 10     Delta serves and files its response to the
                    Motion

    February 19     Deadline for serving written discovery
                    demands on all issues other than the Delta
                    Agreement termination issue

    March 10        Completion of outstanding discovery on the
                    termination issue

    March 22-24     Trial on termination issue

    April 9         Deadline for document production and
                    otherwise responding to written discovery on
                    all issues other than the termination issue

    April 30        Deadline for identification of experts and
                    production of expert reports, if any,
                    relating to all issues other than the
                    termination issue

    May 14          Deadline for completing fact depositions,
                    including third parties relating to all
                    issues other than the termination issue

    May 28          Deadline for completing expert depositions,
                    discovery completed

    June 14         Trial to commence on all issues other than
                    the termination issue

In response to the Court's request with respect to Creditors
Committee's views regarding the most efficient and effective
manner for adjudication of the Motion, the Creditors' Committee
states, in a letter addressed to the Court, that it believes that
judicial economy will be best served by the Court's initial
resolution of the threshold issue regarding Delta's termination
of the Delta Agreement.

The Creditors' Committee notes that the Debtors and Delta agreed
during the January 21 conference call with Judge Glenn that
little discovery remains to be taken in the termination
litigation that raises the issue.

The Creditors' Committee believes that potential preservation of
the assets of the Debtors' estate will be served best by first
having the discovery completed in the termination litigation
followed by a hearing before the Court as to the propriety of the
termination.  Clarity regarding whether the Debtors are able to
assume the Delta Agreement is critical for the Creditors'
Committee to determine the appropriate approach to take for these
Chapter 11 cases and an eventual plan of reorganization, the
Creditors Committee says.

In response to the Court's request for Delta's position
concerning a proposed schedule for resolving the Motion, Delta
states that it believes that the Motion cannot be fully and
fairly decided until the collateral litigation regarding whether
the Delta Agreement has been terminated is resolved.

Accordingly, Delta asks the Court to adopt a schedule that
permits sufficient time for remaining discovery and trial in the
ERJ Litigation, and for fact and expert witness discovery in the
MFN Litigation, both of which are currently pending before Judge
Clarence Cooper of the United States District Court for the
Northern District of Georgia.

In addition to the discovery on both Litigation, Delta tells the
Court that it will need to take discovery in connection with the
Motion.  Specifically, Delta anticipates discovery on whether the
Debtors have the financial wherewithal to cure all defaults
promptly under the contract, and on whether the Debtors can
provide adequate assurance of future performance.

Delta believes that discovery on the Motion can be conducted on a
parallel track with discovery related to the MFN Litigation,
allowing this Court to resolve both issues efficiently.

Delta proposes this schedule:

    January 29      Delta files response to the Georgia District
                    Court to the Debtors' motions to transfer
                    venue of the ERJ and MFN Litigation

    February 3      Hearing before this Court; Delta to file
                    motion to lift stay

    February 12     Parties to exchange document requests and
                    other written discovery in MFN Litigation
                    and the Motion

    February 26     Discovery completed in the ERJ Litigation;
                    Parties to serve third-party discovery in
                    the MFN Litigation

    March           Seek to complete ERJ Litigation trial before
                    Judge Cooper in the Georgia District Court

    March 15        Parties to produce documents in response to\
                    document requests and answer other written
                    discovery

    March 30        Complete third-party document discovery

    April 30        Complete fact discovery in MFN Litigation
                    and the Motion

    May 5           Delta's expert report due in MFN Litigation;
                    Debtors' expert report due in the Motion

    May 19          Complete depositions of Debtors' and Delta's
                    experts

    May 28          Rebuttal expert reports due

    June 11         Complete expert depositions of rebuttal
                    experts and expert discovery in MFN
                    Litigation and the Motion

    June 30         Parties to submit legal memoranda on MFN
                    Litigation and the Motion

    July 14         Parties to submit response briefs

    By July 30      Conduct hearing on MFN Litigation and the
                    Motion

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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

                       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'


MESA AIR: Wants to Enter Into Sec. 1110 Pacts for Planes
--------------------------------------------------------
Mesa Air Group Inc. and its units currently maintain a fleet of
approximately 178 aircraft.  Substantially all of the aircraft,
related engines and other equipment in the Debtors' fleet are
subject to leases or financing arrangements that may be subject to
the provisions of Section 1110 of the Bankruptcy Code.

The Debtors' aircraft financing arrangements include:

  * 20 Beech Model 1900D Airlines financed by Raytheon Aircraft
    Credit Corporation pursuant to a series of airliner
    negotiable promissory notes with an outstanding principal
    balance, as of December 14, 2009, of approximately
    $33.6 million.  The Debtors intend to abandon these aircraft.

  * 24 Canadian Regional Jets financed by loans secured by
    security agreements with an aggregate outstanding principal
    balance, as of December 31, 2009, of approximately
    $93 million.

  * 134 CRJs and Embraer Regional Jets that are subject to
    leases with certain owner trustees.  The aggregate amount
    outstanding with respect to these aircraft is approximately
    $1.62 billion.

According to Maria A. Bove, Esq., at Pachulski Stang Ziehl &
Jones LLP, in New York, the Fleet is too large for the Debtors'
operations.  Approximately 52 aircraft are parked and not being
used.  In addition, over the next several months, the Debtors
plan to retire additional aircraft that are not needed to service
their customers.

By contrast, Ms. Bove relates that the Debtors do not anticipate
any reduction of the portion of their Fleet that is CRJ-700s and
CRJ-900s aircraft.  The Debtors continue to use these aircraft in
their ongoing business operations, and these are critical to the
Debtors' successful reorganization.  Accordingly, the Debtors do
not anticipate abandoning these aircraft during these cases.

However, there are approximately 40 parties with interests in the
Equipment.  In certain transactions, the relationships are
governed by complex agreements.  Accordingly, it will take a
substantial amount of time to reach definitive agreements to
restructure many of the Debtors' agreements.

By this motion, the Debtors seek the Court's authority to
establish procedures authorizing them to perform obligations and
cure defaults pursuant to Section 1110(a) of the Bankruptcy Code,
and to enter into agreements to extend the 60-day period
specified in Section 1110(a).

Section 1110(a)(1) provides lessors and lenders with special
rights to relief from the automatic stay.  However, Section
1110(a)(2) restricts and conditions the ability of lessors and
lenders to exercise their rights to take possession and to
enforce other rights before the date that is 60 days after the
Petition Date, among others.  Section 1110(b) provides that the
60-day period specified under Section 1110(a) may be extended by
agreement between the Debtors and the relevant lessor or lender.

In these Chapter 11 cases, the 60-day period expires on March 6,
2010, a Saturday.  Pursuant to Rule 9006(a)(1)(C) of the Federal
Rules of Bankruptcy Procedure, the Sec. 1110 Deadline is Monday,
March 8, 2010.

Section 1110 requires the Debtors to choose one of two options to
maintain the protections of the automatic stay with regard to
Equipment:

  (1) First, Debtors may elect to agree, pursuant to Section
      1110(a)(2)(A), to perform all postpetition obligations
      related to Equipment under the applicable Aircraft
      Agreements.  In addition, the Debtors must cure any
      prepetition defaults which have occurred before the 1110
      Deadline on or before the 1110 Deadline, and cure any
      postpetition defaults on the later of the 1110 Deadline or
      30 days after the occurrence of the postpetition defaults.
      This agreement to perform under Section 1110(a) may be
      exercised unilaterally by the Debtors, without the
      necessity of consent from any lessor or lender, but only
      subject to approval of the Court.

  (2) The second option available to the Debtors is to enter
      into an agreement, under Section 1110(b), whereby the
      parties extend the time for the Debtors to agree to
      perform obligations and cure defaults under Section
      1110(a)(2).  The Debtors cannot invoke Section 1110(b)
      unilaterally, and 1110(b) Stipulations are subject to the
      approval of the Court.

As described, the Debtors are seeking to restructure certain
leases and debt financing on terms that are more closely aligned
with current market conditions.  However, given the number of
aircraft involved, the complexity of some of the transactions
associated with those aircraft, and the press of other business,
the Debtors necessarily will make some decisions over the next
two weeks, and others after that, Ms. Bove tells the Court.

It is imperative for the stability of the Debtors' business
operations that the Debtors have authorization to make agreements
under Section 1110(a) and Section 1110(b), and, thus, maintain
the automatic stay with respect to the Equipment before Court
approval, provided that the agreements are subject to subsequent
Court approval, Ms. Bove says.  By this motion, the Debtors seek
authority to agree to perform obligations pursuant to Section
1110(a), and to enter into agreements pursuant to Section 1110(b)
to extend the 60-day period.

The Debtors further request the Court to order that, upon
execution and filing of a Section 1110(a) agreement on or before
March 8, 2010, the Debtors will have complied with Section
1110(a)(2), and, provided that the Debtors perform the
obligations required by Section 1110(a)(2) in a timely manner,
the automatic stay of section 362 of the Bankruptcy Code will
remain in effect with respect to the applicable Equipment,
pending final approval of the Section 1110(a) agreement by the
Court.

Section 1110(a)(2)(B) requires the cure of certain defaults in
order to maintain the protection of the automatic stay.  The
Debtors do not believe that Section 1110 requires the Court to
approve these cure payments, once the agreement to perform under
Section 1110(a)(2)(A) is approved; however, out of an abundance
of caution, the Debtors seek authority to make these payments and
to take actions as may be required under Section 1110(a)(2)(B),
in connection with Section 1110(a) agreements.

          Sec. 1110(a) Agreements Approval Procedures

The Debtors will file a notice of election pursuant to Section
1110(a), which will constitute the Debtors' agreement pursuant to
Section 1110(a)(2)(A) to perform the required obligations.

Each Election Notice will list:

  (a) each item Equipment that is subject of the notice,
      including the U.S. Federal Aviation Administration
      registration number for aircraft, the manufacturer's
      serial number for engines, and the location of spare
      parts;

  (b) for leased Equipment, the lessor, the beneficial owner of
      the Equipment and any indenture trustee, loan trustee or
      collateral trustee known to the Debtors to be acting on
      behalf of debt holders who have provided financing to the
      lessor;

  (c) for owned Equipment, any mortgage, security trustee or
      indenture trustee known to the Debtors to have a security
      interest in the Equipment; and

  (d) the cure amount, if any, that the Debtors believe they
      must pay in order to comply with Section 1110(a)(2)(B).

The Debtors will serve notice of the Section 1110(a) Election
Notice by e-mail, if known, and overnight mail on (i) the
applicable Leased Aircraft Parties or Owned Aircraft Parties,
(ii) counsel to the Official Committee of Unsecured Creditors;
and by email, if known, and regular mail on (iii) parties listed
on the master service list.

Any party-in-interest may object to the Election Notice or any
specified Cure Amount by filing a written objection with the
Court and serving the objection so that it is actually received
on or before 4:00 p.m., Eastern Time, on the date that is five
business days from the notice date, to (i) Pachulski Stang Ziehl
& Jones LLP, the Debtors' counsel, (ii) Morrison & Foerster LLP,
the Creditors Committee's counsel, and (iii) the Office of the
United States Trustee.

Any objection must specify the party's interest in the Equipment,
if any; the basis for the objection; and the amount, if any, that
the objecting party asserts as the Cure Amount, if different from
that specified by the Debtors.

If no objection is timely filed, the Debtors' agreement to
perform under Section 1110(a)(2)(A) will be deemed approved, the
Debtors' compliance with Section 1110(a)(2)(B) will be deemed
authorized, and the automatic stay of Section 362 will remain in
place as long as the Debtors comply with their Section 1110(a)
obligations.

If an objection is timely filed and not resolved consensually
among the parties within 10 days of the objection, the Debtors
will schedule a hearing on the objection.

If a Section 1110(a) Election Notice applies to multiple pieces
of Equipment, and a timely objection relates to less than all of
the Equipment, the Section 1110(a) Election Notice will be deemed
approved as to all Equipment to which the objection does not
apply.

          Sec. 1110(b) Agreements Approval Procedures

In light of the large number of agreements pursuant to Section
1110(b) that the Debtors may enter into before March 8, the
Debtors similarly propose these procedures for approval of
Section 1110(b) agreements to extend the 60-day period specified
in Section 1110(a).

After entry into an agreement under Section 1110(b), the Debtors
will file the agreement with the Court and serve notice of its
filing by e-mail, if known, and overnight mail on the notice
parties.

Any party-in-interest may object to an agreement under Section
1110(b) by filing a written objection with the Court and serving
the objection so that it is actually received by each of the
Objection Notice Parties on or before 4:00 p.m., prevailing
Eastern Time, on the date that is five business days from the
filing of the applicable 1110(b) Agreement.  Any objection must
set forth with specificity the basis for the objection.

If no objection is timely filed, the Section 1110(b) Stipulation
will be deemed authorized and the automatic stay will remain in
effect in accordance with the terms of the agreement.  If an
objection is timely filed and is not resolved consensually among
the parties within 10 days, the Debtors will schedule a hearing
on the objection; and the Debtors' time to perform obligations
under Section 1110(a)(2) will be automatically extended through
three business days following the Court's ruling on the
objection.

The Debtors also seek to redact the Cure Amounts in the Section
1110(a) Election Notices and to file the Section 1110(b)
Stipulations under seal, so they will be able to preserve the
confidentiality of the terms of these deals and maintain a level
playing field among their competitors and all of their lessors
and lenders.

The Debtors will provide copies of all agreements filed under
seal to counsel to the Creditors Committee and the U.S. Trustee.
The Debtors will provide the Aircraft Parties that have an
interest in the Aircraft Equipment that is the subject of an
Section 1110(a) Election Notice or Section 1110(b) Stipulation
with a copy of the relevant unredacted Notice or Stipulation so
long as the Aircraft Parties enter into an appropriate
confidentiality agreement with the Debtors.

       Stipulation with Certain Aircraft Finance Parties

The Debtors entered into a stipulation, dated January 28, 2010,
with certain parties with respect to certain aircraft finance or
lease transactions -- Transactions -- relating to aircraft and
other items listed on a schedule, which is available at no charge
at http://ResearchArchives.com/t/s?4f82

These Aircraft Financiers are Bank of Scotland plc, Bremer
Landesbank Kreditanstalt Oldenburg-Girozentrale, CIT Capital USA
Inc., DVB Bank SE, Export Development Canada, Fortis Bank
Nederland N.V., HSH Nordbank AG, Landesbank Baden-Wurttemberg,
NIBC Bank N.V., Rolls Royce plc, and Transamerica Aviation LLC.

Aircraft Finance Parties comprise of the Aircraft Financiers and
their respective, as applicable, owner trustees, indenture
trustees, loan trustees, collateral trustees or similar types of
trustees with respect to the Aircraft Equipment.

The Aircraft Finance Parties, who have rights and interests in
airframes, engines, related equipment or other equipment,
documents and records described in Section 1110(a)(3) of the
Bankruptcy Code with respect to the Transactions, have agreed,
subject to certain terms and conditions, not to file motions for
adequate protection pursuant to Sections 361, 362 and 364 of the
Bankruptcy Code at this time, and the Debtors have agreed to
these matters.

In exchange for the Aircraft Finance Parties' forbearance, the
Debtors have agreed that any motion for adequate protection, if
subsequently filed, will be treated as if filed on the Petition
Date.

The Debtors and the Aircraft Finance Parties seek to resolve
these limited issues.  Specifically, the parties stipulate and
agree, among other things, that:

  (a) With respect to each applicable Aircraft Interest, the
      Aircraft Finance Parties will not file adequate protection
      motions with respect to the Aircraft Interest until the
      "Forbearance Termination Date" applicable to the interest.

      The Forbearance Termination Date is the day, which is the
      earliest of, as applicable (1) April 15, 2010; (2) the day
      before the effective date of the abandonment of any
      Aircraft Equipment in which the Aircraft Finance Party
      holds an Aircraft Interest; (3) the day before the
      effective date of the rejection of any lease of Aircraft
      Equipment in which the Aircraft Finance Party holds an
      Aircraft Interest; (4) the day after the Aircraft
      Equipment in which an Aircraft Finance Party holds is not
      covered either by a Bankruptcy Code Section 1110(a)
      agreement or a Section 1110(b) agreement -- provided that
      this date will not occur before the 61st calendar day
      after the Petition Date; (5) upon the occurrence of any
      postpetition breach by the Debtors of any obligation; or
      (6) the day that any of the Debtors' Chapter 11 cases are
      not converted to a case under Chapter 7 of the Bankruptcy
      Code.

  (b) Any adequate protection motion filed by any of the
      Aircraft Finance Parties with respect to any of their
      Aircraft Interests at any time during these Chapter 11
      cases will be deemed filed, and the rights of the parties
      will be determined as if the motion had been field on the
      Petition Date.

  (c) For each Aircraft Interest, from and after January 28,
      2010, and through and including the Forbearance
      Termination Date, the Debtors agree to, and will (1)
      maintain the Aircraft Interest in compliance with the
      applicable mortgages, credit agreements, leases,
      assignments and other operational or transaction
      documents, as applicable, regarding or relating to the
      Transaction related to the Aircraft Interest; (2) continue
      to insure the Aircraft Interest as required by applicable
      Transaction Documents; (3) provide the Aircraft Finance
      Parties or their representatives with access to inspect
      the Aircraft Equipment; and (4) provide the Aircraft
      Finance Parties with all other inspection rights specified
      in the Transaction Documents.

      However, the maintenance obligation under this Stipulation
      will not include the performance of any heavy maintenance
      or overhauls of the Aircraft Interests.

For the avoidance of doubt, whether or not the Forbearance
Termination Date has occurred, each of the Aircraft Finance
Parties reserves its right to file an objection to any motion
filed in these Chapter 11 cases, including those seeking
authority (i) pursuant to Section 363 of the Bankruptcy Code, to
sell any Aircraft Equipment in which such Aircraft Finance Party
holds an Aircraft Interest, or (ii) pursuant to Section 365 of
the Bankruptcy Code to assume and assign to a third party an
unexpired lease for any Aircraft Equipment in which the Aircraft
Finance Party holds an Aircraft Interest; and in each such
instance, as appropriate, to raise adequate protection rights as
part of such objection.

In the event of any conflict between the terms of this
Stipulation and any other agreement between an Aircraft Finance
Party and the Debtors regarding a specific Aircraft Interest --
Specific Transaction Stipulation -- the terms of the Specific
Transaction Stipulation will control solely regarding the matters
in conflict as to the interest.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


METRO-GOLDWYN-MAYER: 2nd-Round Bidding Draws Blavatnik
----------------------------------------------------
Billionaire Len Blavatnik is among the second-round suitors for
Metro-Goldwyn-Mayer Inc., Bloomberg News reported, citing two
unidentified people with knowledge of the situation.

According to Bloomberg, Lions Gate Entertainment Corp., Time
Warner Inc., Liberty Media Corp. and Elliott Management Corp.,
working with Hollywood financier Ryan Kavanaugh, also are in
the bidding.

The report notes that advancing to the second round gives
suitors access to more detailed information before making a
formal bid for the Los Angeles-based studio, which owns a
4,100-film library and is exploring a sale after failing to
make payments on $3.7 billion of debt.

Last week, lenders extended a moratorium on interest payments
to March 31, allowing more time for negotiations.

                   About Metro-Goldwyn-Mayer

Metro-Goldwyn-Mayer, Inc., is an independent, privately held
motion picture, television, home video, and theatrical
production and distribution company.  The Company owns the
world's largest library of modern films, comprising
approximately 4,000 titles, and over 10,400 episodes of
television programming.  MGM is owned by an investor
consortium, comprised of Providence Equity Partners, TPG
Capital, Sony Corporation of America, Comcast Corporation, DLJ
Merchant Banking Partners and Quadrangle Group.

In January 2010, Metro-Goldwyn-Mayer was reported to be
considering a prepackaged bankruptcy along with a sale.  The Wall
Street Journal reported MGM has tapped the restructuring practice
at law firm Skadden, Arps, Slate, Meagher & Flom to prepare a
possible prepackaged bankruptcy.


MIDWAY GAMES: Creditors' Claims Against Redstone Dismissed
----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Official
Committee of Unsecured Creditors for Midway Games Inc. saw most of
the lawsuit dismissed against Sumner Redstone and companies he
controls.

Mr. Redstone, who previously owned Midway, was sued by the
creditors for what the committee called a "disastrous and ill-
advised" $90 million transaction in February 2008 that saddled
Midway with $70 million in new debt it "had no ability to
satisfy."

According to the report, Bankruptcy Judge Kevin Gross in a 37-page
opinion on Jan. 29, said he was forced to dismiss most of the suit
because controlling law in Delaware doesn't recognize a claim for
"deepening insolvency."

Judge Gross ruled or pointed out that (i) the transactions were
fair and at market rates, (ii) there were no allegations that the
directors profited personally, and (iii) it was within the
directors' rights to continue the company's operations rather than
seek bankruptcy relief at early signs of financial distress.

Some claims survived, such as the Committee's contention that the
challenged transactions should be recharacterized as secured
lending rather than so-called true sales.  Likewise, preference
claims survive until the there is a disposition of the
recharacterization claims.

                        About Midway Games

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

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

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

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


MORRIS PUBLISHING: Asks for Court Okay to Use Cash Collateral
-------------------------------------------------------------
Morris Publishing Group, LLC, et al., sought and obtained interim
authorization from the U.S. Bankruptcy Court for the Southern
District of Georgia to use the cash collateral of Tranche
Holdings, LLC, MPG Revolver Holdings, LLC and Morris
Communications Company, LLC, as prepetition lenders, and Tranche
Manager, LLC, as administrative agent for the lenders.

The attorney for the Debtors -- Mark A. Berkoff, Esq., at Neal,
Gerber & Eisenberg LLP, and James T. Wilson, Jr., Esq., who has an
office in Augusta, Georgia -- explain that the Debtors need the
money to fund their Chapter 11 case, pay suppliers and other
parties.  The Debtors will use the collateral pursuant to a
budget, a copy of which is available for free at:

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

In exchange for using the cash collateral, the Debtors propose to
grant the prepetition lenders:

(i) a first-priority security interest in and lien on the
     prepetition and postpetition property of the Debtors to the
     extent held by the prepetition lenders prior to the Petition
     Date other than the excluded assets -- (a) all claims and
     causes of action and all products and proceeds thereof, and
     (b) any asset that the Debtors are prohibited by law or
     contract from encumbering -- subject and subordinate only to
     (1) any valid, enforceable, perfected and unavoidable liens
     on the Debtors' assets and property in existence as of the
     Petition Date or duly perfected after the Petition Date and
     (2) the interim carve-out; and

(ii) an administrative claim with superpriority over all other
     claims.  The superpriority claim will have recourse to all
     property of the Debtors other than certain excluded assets,
     and (iii) adequate protection payments of current interest at
     the non-default rate and at the times provided for in the
     prepetition loan documents.

The Debtors are authorized to use Cash Collateral to pay: (a) fees
required to be paid to the Clerk of the Bankruptcy Court or to the
U.S. Trustee and (b) reasonable fees and expenses incurred by
professionals retained pursuant to an Order of Court in an amount
not exceeding $3,000,000 in the aggregate.

The Court has set a final hearing for February 17, 2010, at
9:00 a.m. on the Debtor's request to use cash collateral.

                     About Morris Publishing

Morris Publishing Group, LLC -- dba Albion Shopper, et al. -- is a
privately held media company based in Augusta, Georgia.  Morris
Publishing currently owns and operates 13 daily newspapers as well
as nondaily newspapers, city magazines and free community
publications in the Southeast, Midwest, Southwest and Alaska. The
petition says assets and debts are $100 million to $500 million.

The Company filed for Chapter 11 bankruptcy protection on
January 19, 2010 (Bankr. S.D. Ga. Case No. 10-10134).  James T.
Wilson, Jr., Esq., who has an office in Augusta, GA, is the
Debtor's co-counsel.  Lazard Ltd. is the Debtor's financial
advisor, while Kurtzman Carson Consultants is its claims agent.
The Company listed $100,000,001 to $500,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

The Company's affiliates -- Athens Newspapers, LLC, et al. --
filed separate Chapter 11 petitions.


MOVIE GALLERY: Returns to Chapter 11 to Close 760 Stores
--------------------------------------------------------
Movie Gallery, Inc. and all of its subsidiaries, with the
exception of its Canadian subsidiary, filed voluntary petitions
for Chapter 11 reorganization in the U.S. Bankruptcy Court for the
Eastern District of Virginia, Richmond Division.

The restructuring will include the immediate liquidation and
closure of approximately 760 stores in the U.S. Store locator
tools on the Movie Gallery, Hollywood Video and Game Crazy Web
sites can be used to confirm the status of individual stores.
After these initial store closings, the Company will operate 1,906
stores in the U.S., including 1,111 Movie Gallery, 545 Hollywood
Video and 250 Game Crazy locations.  The company anticipates
closing additional stores during the Chapter 11 process.

In the Chapter 11 filing, the company cited the economic and
competitive realities facing its business.  Over the past two
years, Movie Gallery took a number of steps to respond to its
business challenges and position the company for future success,
including closing several hundred underperforming stores across
the country; however, these actions were not sufficient.  After
consideration of all available alternatives, the company
determined that a Chapter 11 filing was the appropriate next step
in its ongoing restructuring. Movie Gallery's goal is to emerge
from the restructuring process with a new and sustainable business
model centered on a smaller base of profitable stores.

Steve Moore, a partner at Corliss, Moore & Associates, LLC, who is
serving as chief restructuring officer of Movie Gallery, relates
that a number of factors have led to the filing of the Chapter 11
cases.  First, the video rental and retail sale industry remains
highly competitive.  The Company faces direct competition from
competition such as Blockbuster, Netflix and Redbox, indirect
competition from cable television and Internet sources which
provide on-demand and streaming videos, as well as competition
from big-box retailers who continue to sell DVDs at increasingly
cheaper prices.  The Company's video game business has also been
hurt by a decline in sales of Wii software and hardware as well as
games in the music genre.  At the same time, the number of high-
profile video game titles launched in 2009 was significantly lower
in previous years.  As a result, throughout 2009, the Company
incurred significant losses from operations.

Throughout the third and fourth quarters of 2009, the Debtors
closed 560 store locations.

Movie Gallery will continue to operate during the Chapter 11
process and will maintain its focus on providing ongoing value and
service to millions of customers across North America.

                        About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc. is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.


MUZAK HOLDINGS: Has Access to Cash Collateral Until February 8
--------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware, in its third order, authorized Muzak
Holdings LLC and its debtor-affiliates to further amend the
stipulated final order (i) authorizing the use of cash collateral
of the prepetition secured lenders until February 8, 2010, which
may be extended upon agreement with the prepetition lenders; and
(ii) granting adequate protection to the prepetition lenders.

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.


NATIONAL AUTOMATION: Sept. 30 Balance Sheet Upside-Down by $2.7MM
-----------------------------------------------------------------
National Automation Services, Inc.'s consolidated balance sheets
at September 30, 2009, showed $2,042,860 in total assets and
$4,697,268 in total liabilities, resulting in a stockholders'
deficit of $2,654,408.

At September 30, 2009, the Company's consolidated balance sheets
also showed strained liquidity with $1,307,868 in total current
assets available to pay $4,674,410 in total current liabilities.

The Company reported a net loss of $787,658 on revenue of $846,099
for the three months ended September 30, 2009, as compared to a
neet loss of $1,676,317 on revenue of $1,011,572 for the same
period of 2008.

For the quarter ended September 30, 2009, consolidated revenue
decreased by $165,473, or 16%, to $846,099.  This decrease
principally was due to a decrease in (1) the number of new jobs
the Company received and commenced, and (2) work delays on
existing jobs included in its December 31, 2008 backlog of
$2,572,760.

For the nine months ended September 30, 2009, the Company had a
net loss of $2,891,542, as compared to a net loss of $3,933,039
for the corresponding nine-month period of the prior year.

                    Going Concern Uncertainty

Operating revenues are insufficient to fund the Company's
operations and its assets already are pledged to Trafalgar.  The
Company has experienced recurring net losses, had a net loss of
$2,891,542 for the nine months ended September 30, 2009, and
$6,181,424 for the year ended December 31, 2008, and a working
capital deficiency of $3,366,542 at September 30, 2009.

In February 2009, Trafalgar Capital Specialized Investment Fund,
FIS ceased to provide funding to the Company.  In April 2009, the
Company commenced a lawsuit against Trafalgar alleging that
Trafalgar had breached the credit agreements and that the
agreements were criminally usurious and therefore was unlawful and
unenforceable.  In the 60 days following this lawsuit, the Company
received no correspondence from Trafalgar concerning the status of
the Company's debt obligations; and the Company proceeded to seek
institutional funding to replace Trafalgar's credit facility, and
its efforts were unsuccessful.  On July 7, 2009, Trafalgar issued
a default notice to the Company.  Management then reviewed the
Company's operating performance against its 2009 operational
budget and evaluated its prospects of obtaining additional outside
funding and determined that it had not met and would not be able
to meet its operating budget due to circumstances outside of its
control; for example its customers were paying 90-120 days instead
of 45-60 days as in 2008 and its outside funding needs were not
being met.  "Based on the above facts, management determined that
there was substantial doubt about the Company's ability to
continue as a going concern."

A full-text copy of the Company's quarterly report is available at
no charge at http://researcharchives.com/t/s?5017

Based in Henderson, Nevada, National Automation Services, Inc.
(Pinksheets: NASV) -- http://www.nasautomation.com/-- is a Nevada
corporation which, through subsidiaries based in Nevada and
Arizona designs, produces, installs and, to a significantly lesser
extent, services specialized mechanical and electronic automation
systems built to operate and control machinery and processes with
a minimum of human intervention.


NEENAH ENTERPRISES: Files Pre-Negotiated Ch. 11; Has $140MM Loan
----------------------------------------------------------------
Neenah Enterprises, Inc., and its subsidiaries on February 3 filed
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware to consummate a balance sheet restructuring.
NEI also announced that it has reached an agreement in principle
with key creditor constituencies on the terms of a plan of
reorganization that proposes to reduce NEI's debt by approximately
$220 million while providing 100% recoveries for the Company's
suppliers and vendors.

Throughout the restructuring process, NEI will be conducting
"business as usual" and does not anticipate any interruptions in
its day-to-day business operations.  The Company remains focused
on continuing its 125-year history of producing quality castings
and delivering quality products to its valued customers.

The Company also announced that, pending the Bankruptcy Court's
approval, it has received commitments for up to $140 million in
debtor-in-possession financing to fund continuing operations.  The
DIP financing will provide ample liquidity for the Company and
will allow it to continue funding its ongoing operations,
including the payment of all employee wages and benefits in the
ordinary course and the payment of all post-petition obligations
to suppliers.

"We've been going through efforts to streamline operations and
reduce expenses over the last few years, with the intent of
keeping sufficient liquidity to move operations forward," says
Robert E. Ostendorf, Jr., President and CEO of NEI.  "We will
emerge from this stronger and more financially sound than ever.
There is a bright future ahead for NEI."

The Company filed a variety of customary "first day" motions with
the Bankruptcy Court to enable it to continue business as usual
during the restructuring.  These motions include requests to
continue paying employee wages and benefits in the ordinary course
and to continue all existing customer programs.

The Company's restructuring advisors are Sidley Austin LLP,
Rothschild, Inc. and Huron Consulting Group.

                       Going Concern Doubt

As reported by the Troubled Company Reporter on January 18, 2010,
Ernst & Young LLP, in Milwaukee, Wisconsin, expressed substantial
doubt about Neenah Foundry Company and subsidiaries' ability to
continue as a going concern after auditing the Company's
consolidated financial statements as of and for the years ended
September 30, 2009, and 2008.  The independent public accounting
firm pointed to the Company's recurring losses and lack of
liquidity.

The Company failed to satisfy its minimum fixed charge coverage
ratio under the 2006 Credit Facility with respect to its 2009
fiscal year.  On November 10, 2009, the borrowers under the 2006
Credit Facility entered into a forbearance agreement with the
lenders of the 2006 Credit Facility.  Pursuant to the forbearance
agreement, the lenders agreed to, among other things, forbear from
exercising certain of the lenders' rights and remedies in respect
of or arising out of certain specified defaults that had occurred
as of November 10, 2009, and that are expected to occur during the
effective period of the forbearance agreement

Effective December 23, 2009, the lenders agreed to, among other
things, waive certain additional specified defaults.  The
forbearance agreement has been extended several times, and is
currently slated to expire January 29, 2010.  In the event the
lenders under the 2006 Credit Facility cause the amounts borrowed
to become due and immediately payable, the 9-1/2% Notes and
12-1/2% Notes would also become due and immediately payable.

In addition, the Company has not made the interest payments due
January 1, 2010, on its 9-1/2% Notes and 12-1/2% Notes and may not
be able to make such payments prior to the expiration of the
applicable grace period.

Neenah on November 10, 2009, entered into an Amendment No. 2 to
Amended and Restated Loan and Security Agreement and Forbearance
Agreement with Bank of America, N.A., as administrative agent and
as a lender, and the other lenders party thereto, with respect to
an Amended and Restated Loan and Security Agreement, dated as of
December 29, 2006, among the Borrowers and the Lenders from time
to time party thereto.

Pursuant to the Forbearance Agreement, the Lenders agreed to,
among other things, forbear from exercising certain of the
Lenders' rights and remedies in respect of or arising out of
certain specified defaults through December 23, 2009, which was
subsequently extended through January 22, 2010.

Effective as of January 22, 2010, the Borrowers entered into a
Third Forbearance Extension with the Lenders, pursuant to which
the Lenders agreed to, among other things, extend the expiration
date of the Forbearance Agreement to January 29, 2010.  The
Borrowers paid an extension fee of $25,000 in connection with the
extension.

            About Neenah Enterprises and Neenah Foundry

Headquartered in Neenah, Wisconsin, Neenah Enterprises, Inc. --
http://www.nfco.com/-- is the indirect parent holding company of
Neenah Foundry Company.  Neenah Foundry Company and its
subsidiaries manufacture and market a wide range of iron castings
and steel forgings for the heavy municipal market and selected
segments of the industrial markets.  Neenah is one of the largest
independent foundry companies in the United States, with
substantial market share in the municipal and various industrial
markets for gray and ductile iron castings and forged steel
products.

Neenah Enterprises (formerly ACP Holding Company) has no business
activity other than its ownership of NFC Castings, Inc.  Neenah
Foundry is a wholly owned subsidiary of NFC Castings, Inc.

As of September 30, 2009, Neenah Foundry had $286,611,000 in total
assets against total liabilities of $449,435, resulting in
stockholder's deficit of $162,824,000.


NFR ENERGY: S&P Assigns Corporate Credit Rating at 'B'
------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to NFR Energy LLC.  The outlook is stable.

At the same time, S&P assigned its 'B' senior unsecured debt
rating and '4' recovery rating to the company's planned
$250 million senior note issuance due 2017.  NFR Energy Finance
Corp. will be a co-issuer of the notes.  The '4' recovery rating
indicates the expectation of average (30% to 50%) recovery in the
event of a default.

NFR Energy plans to issue $250 million of senior unsecured notes
due 2107 to repay existing debt, including a significant paydown
of its revolving credit facility and full repayment of its
$50 million second-lien term loan.  S&P expects approximately
$280 million of funded debt to be outstanding at the closing of
the transaction.

"The ratings on NFR Energy reflect the inherent volatility of the
oil and natural gas industry, its small size and scope of
operations, the company's operations being highly concentrated in
natural gas, expected negative free cash flow generation over the
near term, and geographic concentration of its asset base," said
Standard & Poor's credit analyst Patrick Jeffrey.

Houston, Texas-based NFR Energy is a relatively small independent
oil and gas exploration and production company with approximately
1,000 billion cubic feet equivalent of natural gas of estimated
proved reserves (about 24% are proved developed as of Dec. 31,
2009).  About 95% of the company's proved reserves are in the East
Texas region, which includes the Haynesville Shale and Cotton
Valley formations.  S&P expects that the company will continue to
focus its efforts on developing its East Texas assets in the near
term.  Fourth quarter of fiscal 2009 average daily production was
about 66.9 million cubic feet equivalent.


ORANGE COUNTY: Has Until March 18 to File Plan of Reorganization
----------------------------------------------------------------
The Hon. Barry Russell of the U.S. Bankruptcy Court for the
Central District of California ordered Orange County Motorsports,
Inc., to file a plan of reorganization and its accompanying
disclosure statement by March 18, 2010.

The Court also set April 13, 2010, at 10:00 a.m., to consider
adequacy of information in the Debtor's disclosure statement.
The hearing will be held at Courtroom 1668,16th Floor, 255 E.
Temple Street, Los Angeles, California.

The Court related that if a plan and disclosure statement is not
filed on time, the Court may either dismiss or convert the case.

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.


ORLEANS HOMEBUILDERS: Executes 3rd Waiver Letter on Loan Agreement
------------------------------------------------------------------
Orleans Homebuilders Inc. said it executed a third limited waiver
letter in connection with the Company's Second Amended and
Restated Revolving Credit Loan Agreement by and among the Company,
its wholly owned subsidiary, Greenwood Financial, Inc., certain
affiliates of Greenwood Financial, Inc., the Agent, and various
other lenders dated as of September 30, 2008.

Subject to certain conditions, the Waiver Letter temporarily
waives compliance with certain terms set forth in the Credit
Facility.  Lenders holding approximately 68% of the commitments
under the Credit Facility approved the Waiver Letter.

As required under the Credit Facility, on January 15, 2010, the
Company delivered to Agent the Company's borrowing base
certificate, reflecting the borrowing base under the Credit
Facility as of December 31, 2009.  The borrowing base certificate
indicated that the unpaid principal balance of the loans
outstanding under the Credit Facility exceeded the available
borrowing base.  Pursuant to the terms of the Credit Facility, the
borrowers under the Credit Facility have five business days to
make a principal payment on account of the outstanding loans in an
amount sufficient to reduce the outstanding principal balance of
the outstanding loans to the available borrowing base.  Failure to
make the payment as required would constitute an event of default
under the Credit Facility.

Pursuant to the terms of the Waiver Letter, the Agent and lenders
agreed to temporarily waive the Overadvance Event of Default.
Subject to earlier termination as a result of certain events, the
limited waiver is effective through February 12, 2010.

The waiver period under the Waiver Letter will, however, end
immediately if:

  * The Company holds and/or owns cash and cash equivalents
    determined on a consolidated basis in the amount in excess of
    $10 million (a $2 million reduction from the previously
    permitted $12 million) with respect to unrestricted cash and
    cash equivalents, provided that the Company may hold and/or
    own cash and cash equivalents in excess of $10 million for no
    longer than two consecutive business days so long as the
    excess is used to repay loans or otherwise reduce such cash
    amounts in accordance with the Credit Facility;

  * The Obligors: (a) fail to file an amendment to any federal tax
    return claiming an additional tax refund (currently
    anticipated to be approximately $4 million in addition to the
    previously claimed refund of approximately $18 million) with
    respect to the current net operating loss carryback law within
    five business days after the earlier of (i) any Obligor
    receiving the tax refund resulting from the amendment to
    Obligors' federal tax return filed on December 18, 2009, or
    (ii) the Agent receiving the tax refund resulting from the
    amendment to the Obligors' federal tax return filed on
    December 18, 2009 and Greenwood receiving written notice
    thereof from Agent; (b) fail to concurrently file any forms
    required by the Agent so the proceeds from the refund will be
    delivered directly to the Agent (in connection with its
    security interest in such federal tax refund); and (c) fail to
    obtain prior written approval of the Agent of such filing and
    forms; and

  * The occurrence of any event of default under the Credit
    Faility or the other loan documents, except the Overadvance
    Event of Default.

Upon the termination of the waiver period, the Overadvance Event
of Default described above will immediately constitute an event of
default under the Credit Facility with no further notice and the
Agent and the lenders will be able to exercise all of their rights
and remedies under the Credit Facility and under applicable law.

During the waiver period, the borrowing base and the borrowing
base availability calculations will be determined on the basis of
the borrowing base certificate delivered on December 15, 2009,
reflecting the borrowing base as of November 30, 2009, and will be
made using the modifications to the definition of "Borrowing Base
Availability" and to Article III of the Credit Facility (Notice of
Borrowing; Borrowing Base and Borrowing Base Availability) in the
Third Amendment to the Credit Facility, notwithstanding that such
modifications, by their terms, are otherwise no longer effective.
However, during the waiver period, the borrowing base availability
will be reduced dollar-for-dollar by the aggregate liability
relating to any letter of credit or tri-party agreement issued
pursuant to the Credit Facility for which a draw request has been
made (but not yet paid), in addition to amounts actually drawn
under any such letter of credit or tri-party agreement.  Absent
the modification relating to letter of credit and tri-party
agreement draws, borrowing base availability would not be reduced
until the draw was actually paid.

The Waiver Letter also provides that the facility amount and
revolving sublimit under the Credit Facility is permanently
reduced to $350,000,000, with a corresponding pro rata reduction
of each lender's commitment under the Credit Facility.  In
addition, on or after January 25, 2010, (i) any tax refund
received by the Obligors or the Agent will be applied to the loans
under the Credit Facility, with a corresponding permanent
reduction in the facility amount and the revolving sublimit and a
corresponding pro rata reduction of each lender's commitment under
the Credit Facility, and (ii) the borrowing base availability will
be reduced dollar for dollar by the amount of any tax refund
received by the Obligors or the Agent that is applied as described
above to repay the loans.

During the waiver period, borrowers are not permitted to make any
borrowings under any swing line loan and no new letters of credit
or tri-party agreements will be issued.  In addition, no consent
of the borrowers will be required for any assignment of a loan
made pursuant to Section 13.9.2 of the Credit Facility
(Assignments by Lenders), although the Agent shall provide prompt
notice of such assignment to the Company.

In addition to the foregoing, in connection with the Waiver
Letter, the Company also granted to Agent, for the benefit of the
lenders, a security interest in certain Pinelands Development
Certificates representing 14 rights and each of the life insurance
policies owned by the Company that were originally purchased by
the Company in connection with the Company's Supplemental Employee
Retirement Plan.

As previously announced by the Company on December 8, 2009, the
Company agreed to a non-binding term sheet relating to a maturity
extension and structural modification of the Credit Facility, and
currently believes that it and its lenders may enter into an
amended and restated credit facility on or before February 12,
2010, or thereabouts, although the Company can offer no assurance
that it will be able to do so.  The Company believes that the
Amended and Restated Credit Facility, if completed in accordance
with the non-binding term sheet, should provide the Company with
adequate liquidity to continue its operations in the near term,
including potentially for up to six to 12 months.

Any Amended and Restated Credit Facility, or any other
modification of or accommodation under the Credit Facility beyond
February 12, 2010, will be subject to an affirmative vote by each
of the approximately 17 lenders party to the Credit Facility and
the Company can offer no assurances that each of the lenders will
approve the Amended and Restated Credit Facility or any
modification or accommodation, or as to specific terms of any
documentation that may be approved.

The Company anticipates that without the effectiveness of the
Amended and Restated Credit Facility, or some other modification
of or accommodation under the Credit Facility, before
approximately February 12, 2009: (i) the Credit Facility will
otherwise effectively mature on approximately February 12, 2010,
as a result of the expiration of the extension period under the
Waiver Letter and the Second Amendment Extension; and (ii) the
Company will likely not have sufficient liquidity to continue its
normal operations at or before that time.

                 About Orleans Homebuilders, Inc.

Orleans Homebuilders, Inc. -- http://www.orleanshomes.com/--
develops, builds and markets high-quality single-family homes,
townhouses and condominiums.  The Company serves a broad customer
base including first-time, move-up, luxury, empty nester and
active adult homebuyers.  The Company currently operates in the
following eleven distinct markets: Southeastern Pennsylvania;
Central and Southern New Jersey; Orange County, New York;
Charlotte, Raleigh and Greensboro, North Carolina; Richmond and
Tidewater, Virginia; Chicago, Illinois; and Orlando, Florida. The
Company's Charlotte, North Carolina operations also include
adjacent counties in South Carolina.


PARK AT BRIARCLIFF: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Park at Briarcliff, Inc.
        750 Commerce, Suite 201
        Decatur, GA 30030

Bankruptcy Case No.: 10-63241

Type of Business:

Chapter 11 Petition Date: February 2, 2010

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

Debtor's Counsel: John A. Moore, Esq.
                  The Moore Law Group, LLC
                  1745 Martin Luther King Jr. Dr.
                  Atlanta, GA 30314
                  Tel: (678) 288-5600
                  Fax: (888) 553-0071
                  Email: jmoore@moorelawllc.com

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

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

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


PATRICK HACKETT: Files Reports Required Under Chapter 11
--------------------------------------------------------
Hackett's Stores, Inc., disclosed that its wholly owned
subsidiary, Patrick Hackett Hardware Company, has filed all the
required schedules in its Chapter 11 case.

Herbert Becker, President of Patrick Hackett Hardware Company,
stated, "While most of the required schedules were filed last
week, we did complete the filings this week.  Unfortunately we
have had a key member of management dealing with some health
issues, and that put us back a bit.  However, we're on course now
to comply with any and all court requests on a timely basis going
forward."  Mr. Becker continued, "Additionally, we are already
working on and feel that in 30 to 45 days we can present the court
with a plan for Patrick Hackett Hardware Company to emerge from
Chapter 11.  We are encouraged by the feedback from our key
creditors regarding their desire to help put Patrick Hackett
Hardware Company on the road to recovery."

Thomas Scozzafava, President of Hackett's Stores, Inc., stated,
"Additionally, there seems to be confusion in the marketplace
between the parent company, Hackett's Stores, Inc., and its
subsidiary, Patrick Hackett Hardware Company.  Hackett's Stores,
Inc., whose shares trade currently on the Pink Sheets, is not nor
has ever been in bankruptcy or bankruptcy protection."  Mr.
Scozzafava continued, "Furthermore, nothing prevents Hackett's
Stores, Inc., from investing in or forming other new retail
ventures.  Having said that, the vast majority of senior
management's time and effort is focused on the successful
emergence of Patrick Hackett Hardware Company from Chapter 11."

The U.S. Trustee Diane G. Adams previously asked the U.S.
Bankruptcy Court to convert the Chapter 11 case of Patrick Hackett
Hardware Co. to a Chapter 7 liquidation proceeding for failure to
file certain financial statements.

                       About Patrick Hackett

Hackett's Stores, Inc., is the parent company of Patrick Hackett
Hardware Company and HIIO, Inc.  Patrick Hackett Hardware Company
has a wide variety of merchandise and business lines, including a
full service hardware, consumer electronics, equipment rental,
brand name clothing, footwear, sporting goods and gourmet foods.
HIIO, Inc., represents a concept platform for a new specialty
retailer focused on fashion clothing and outerwear, footwear and
selected gift items.  There are currently no HIIO-branded stores
opened to date.

Based in New York, Patrick Hackett Hardware Company --
http://www.hackettsonline.com/-- began in 1830 as a hardware
store in upstate New York.  Hacketts now operates full-service
department stores and a specialty store, selling a full line of
clothes, consumer electronics, cell phones, shoes, housewares,
hardware and others.

Patrick Hackett filed for Chapter 11 on November 10, 2009 (Bankr.
N.D. N.Y Case No. 09-63135).  The Debtor disclosed less than
$10,000,000 in total assets.


PERRY COUNTY: Schedules Filing Deadline Extended Until Feb. 9
-------------------------------------------------------------
The Hon. Margaret A. Mahoney of the U.S. Bankruptcy Court for the
Southern District of Alabama has extended, at the behest of Perry
County Associates, LLC, the deadline for the filing of schedules
of assets and liabilities and statement of financial affairs until
February 9, 2010.

Due to a dispute with the operator of the Arrowhead Landfill the
Debtor has been unable to completely obtain the information needed
to file the schedules and statement of financial affairs and needs
additional time.

Atlanta, Georgia-based Perry County Associates, LLC, filed for
Chapter 11 bankruptcy protection on January 26, 2010 (Bankr. S.D.
Ala. Case No. 10-00277).  Jeffery J. Hartley, Esq., at Helmsing,
Leach, Herlon, Newman & Rouse, 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.

The Company's affiliate -- Perry Uniontown Ventures I, LLC --
filing a separate Chapter 11 bankruptcy petition.


PERRY COUNTY: Section 341(a) Meeting Scheduled for March 11
-----------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Perry County Associates, LLC's Chapter 11 case on March 11,
2010, at 8:00 a.m.  The meeting will be held at Second Floor,
Federal Building, Selma, AL.

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.

Atlanta, Georgia-based Perry County Associates, LLC, filed for
Chapter 11 bankruptcy protection on January 26, 2010 (Bankr. S.D.
Ala. Case No. 10-00277).  Jeffery J. Hartley, Esq., at Helmsing,
Leach, Herlon, Newman & Rouse, 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.

The Company's affiliate -- Perry Uniontown Ventures I, LLC --
filing a separate Chapter 11 bankruptcy petition.


PERRY COUNTY: Taps Helmsing Leach as Bankruptcy Counsel
-------------------------------------------------------
Perry County Associates, LLC, has sought permission from the U.S.
Bankruptcy Court for the Southern District of Alabama to employ
Helmsing, Leach, Herlong Newman & Rouse, P.C., as bankruptcy
counsel.

Helmsing Leach will give the Debtor legal advice with respect to
the business and management of the Debtor's property, and perform
legal services for the debtor-in-possession which may be
necessary.

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

           Jeffery J. Hartley                   $315
           Christopher T. Conte                 $275
           Other Associates                     $225
           Paralegal(s)                         $105

Jeffery J. Hartley of Helmsing Leach assures the Court that the
firm is "disinterested" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Atlanta, Georgia-based Perry County Associates, LLC, filed for
Chapter 11 bankruptcy protection on January 26, 2010 (Bankr. S.D.
Ala. Case No. 10-00277).  Jeffery J. Hartley, Esq., at Helmsing,
Leach, Herlon, Newman & Rouse, 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.

The Company's affiliate -- Perry Uniontown Ventures I, LLC --
filing a separate Chapter 11 bankruptcy petition.


PERRY COUNTY: Wants to Hire Diamond McCarthy as Special Counsel
---------------------------------------------------------------
Perry County Associates, LLC, has asked for authorization from the
U.S. Bankruptcy Court for the Southern District of Alabama to
employ Diamond McCarthy LLP as special counsel.

Diamond McCarthy will serve as special counsel to the Debtor in
matters related to the operation of the Arrowhead Landfill in
Perry County, Alabama, and relating bankruptcy litigation.

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

           Jim McCarthy, Partner                 $575
           Trip Finley, Senior Counsel           $550
           Mary Ann Joerres, Partner             $465
           Mike Truesdale, Partner               $370
           Jason Rudd, Partner                   $355
           Cliff Walston, Partner                $325
           Ben Garry, Associate                  $190
           Tina Stone, Legal Assistant           $160

Arley D. Finley, III, senior counsel for Diamond McCarthy, assures
the Court that the firm is "disinterested" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Atlanta, Georgia-based Perry County Associates, LLC, filed for
Chapter 11 bankruptcy protection on January 26, 2010 (Bankr. S.D.
Ala. Case No. 10-00277).  The Company listed $50,000,001 to
$100,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.

The Company's affiliate -- Perry Uniontown Ventures I, LLC --
filing a separate Chapter 11 bankruptcy petition.


PINECREST NATIONAL: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Pinecrest National Funding, LLC,
        a Delaware Limited  Liability Company
        501 Madison Avenue, Suite 501
        New York, NY 10022

Bankruptcy Case No.: 10-10339

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
15620 46th Lane South, LLC                         10-10341
273-313 Birmingham Street, LLC                     10-10342
747-749 N. 63rd Street, LLC                        10-10343
39 and 43 Garfield Street, LLC                     10-10344
Sky Bridge Resorts Community, L.L.C.               10-10345

Chapter 11 Petition Date: February 2, 2010

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: John F. Thomas, Jr. Esq.
                  64 Read's Way
                  New Castle, DE 19720
                  Tel: (302) 221-3278
                  Fax: (856) 234-6106
                  Email: jftjr@mac.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 Kenneth Irving, managing member of the
general partner of the Company.


PMP II LLC: Files Schedules of Assets and Liabilities
-----------------------------------------------------
PMP II, LLC, filed with the U.S. Bankruptcy Court for the Northern
District of Texas its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $48,485,000
  B. Personal Property               $20,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $36,957,339
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $10,998
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,264,051
                                 -----------      -----------
        TOTAL                    $48,505,000      $39,232,388

Chicago, Illinois-based PMP II, LLC, dba Paradise Memorial Park,
filed for Chapter 11 bankruptcy protection on January 7, 2010
(Bankr. N.D. Texas Case No. 10-30252).  Gerrit M. Pronske, Esq.,
at Pronske & Patel, P.C., assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


PONIARD PHARMACEUTICALS: Slashes 57% of Workforce
-------------------------------------------------
Poniard Pharmaceuticals, Inc., on Wednesday said Ronald A. Martell
has been appointed to the position of chief executive officer,
succeeding Jerry McMahon, Ph.D., who will remain as non-executive
chairman of the Board of Directors.  In addition, Michael S.
Perry, DVM, Ph.D., has been named president and chief medical
officer.

The company also announced that it is implementing a plan to
reduce its workforce and operating costs to focus its resources on
the ongoing development of picoplatin in solid tumors.  The
reduction in force will reduce the number of employees by
approximately 57%, to a total of 21, effective February 5.
Poniard remains fully staffed to provide clinical support
activities for its ongoing studies and regulatory support for its
planned meetings with the U.S. Food and Drug Administration in the
first half of 2010.  Poniard expects the reduction in force to
result in approximately $4 million in reduced annualized operating
expenses in 2010. The Company also expects to incur a charge in
the first quarter of 2010 of approximately $1 million related to
the workforce reduction.

"The reduction in force is a difficult but necessary step to
preserve our resources as we pursue our goals of establishing a
regulatory path forward for picoplatin and evaluating our
strategic opportunities for this novel therapy.  I want to
personally thank all of our employees for their hard work and wish
those leaving the company all the best," said Ronald Martell.  "My
near-term priority will be to obtain FDA guidance regarding
picoplatin's potential regulatory and clinical pathways for
continued development.  As part of that process, I look forward to
benefiting from Dr. Perry's leadership and experience."

"Ronald's significant contributions and leadership continue to
prove invaluable as the company works toward a path forward for
picoplatin in small cell lung cancer and other solid tumors," said
Rolland Dickson, M.D., lead director of Poniard Pharmaceuticals.
"We thank Jerry for his many years of leadership and guidance as
an officer of Poniard and look forward to his continued
contributions as chairman."

Mr. Martell has served as president and chief operating officer of
Poniard since May 2007 and as a Director since June 2006.  Dr.
McMahon has served as chief executive officer of Poniard since May
2004 and as chairman of the Board since June 2004.  In his
capacity as chief medical officer, Dr. Perry replaces Robert De
Jager, M.D., who will continue as a consultant to the Company.
Dr. Perry has recently served as a consultant to Poniard. He has
also served in executive or Board roles at a number of
biopharmaceutical companies, including Baxter BioScience and
Novartis.  The Management changes will be effective on February
5th.

                   About Poniard Pharmaceuticals

South San Francisco, California-based Poniard Pharmaceuticals,
Inc. (Nasdaq: PARD) -- http://www.poniard.com/-- is a
biopharmaceutical company focused on the development and
commercialization of innovative oncology products to impact the
lives of people with cancer.


PROTOSTAR LTD: Proposes to Return 85% to Unsecured Creditors
------------------------------------------------------------
ProtoStar Ltd. filed with the U.S. Bankruptcy Court for the
District of Delaware, an amended Disclosure Statement with respect
to its Chapter 11 Plan as of January 26, 2010.

The Debtor related that it has determined that it is in the best
interests of its estates to seek, at this time, approval of this

Disclosure Statement and confirmation of the PS I Plan while
reserving the right to go forward and seek approval of a
Chapter 11 Plan and related disclosure statement with respect to
the other ProtoStar debtor entities at a later date.

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

According to the Disclosure Statement, the Plan provides that each
holder of an allowed PS I unsecured claim will, in full and final
satisfaction of the allowed PS I unsecured claim, receive its pro
rata share of unsecured liquidating trust A interests.  The
estimated recovery is between 0 - 85% of the $21,300,000 claim.

The Plan will be implemented through, among other things:

1. On the effective date, PS I and the Lender Liquidating Trustee
   will execute the Lender Liquidating Trust Agreement and will
   take all other steps necessary to establish the Lender
   Liquidating Trust for the benefit of the Lender Liquidating
   Trust Beneficiaries in accordance with the PS I Plan.

   For the avoidance of doubt, the Lender Liquidating Trust Assets
   only include assets subject to the Noteholders' validly
   perfected liens and not any unencumbered assets.

2. On the effective date, PS I and the Unsecured Liquidating
   Trustee will execute the Unsecured Liquidating Trust Agreement
   and will take all other steps necessary to establish the
   Unsecured Liquidating Trust for the benefit of the Unsecured
   Liquidating Trust Beneficiaries in accordance with the PS I
   Plan.  The Unsecured Liquidating Trust will be irrevocably
   funded with the Unsecured Liquidating Trust Assets on the
   effective date of the PS I Plan for the benefit of the
   Unsecured Liquidating Trust Beneficiaries.  The funding will be
   exempt from any stamp real estate transfer, mortgage reporting,
   sales, use or other similar tax.

   For the avoidance of doubt, the Unsecured Liquidating Trust
   Assets will include any unencumbered assets of PS I, all
   Chapter 5 Causes of Action of PS I and its Estate.

3. PS I intends to have PS I Reserve Distribution to:

   a) distribute to the PS I DIP Agent an amount necessary to pay
      those PS I DIP Claims related to the refinancing of the WC
      Facility, a portion of which distribution will reduce
      distributions otherwise payable to the Senior Secured
      Notes Trustee for the Noteholders in accordance with
      the Intercreditor Agreement;

   b) distribute to the Holders of Class 2 Claims on the effective
      date and periodically thereafter;

   c) establish an amount of cash to be transferred to the PS I
      Claim Reserve on the effective date in order to provide a
      reasonable reserve of cash to ensure that Holders of Class 3
      Claims (PS I Unsecured Claims) receive the same proportional
      recovery as the Holders of Class 2 Claims (PS I Secured
      Claims) if a final order be entered in the PS I Lien
      Avoidance Action invalidating the Liens held by the
      Noteholders and the WC Lenders with respect to the PS I
      Collateral; and

   d) establish an amount of cash to be transferred to the PS I
      Administrative Reserve on the Effective Date in order to
      provide a reasonable reserve of cash to ensure that the
      Lender Liquidating Trustee or, after the PS I Trust Asset
      Transfer, the Unsecured Liquidating Trustee is able to pay
      (i) Administrative Expense Claims provided for in the
      ProtoStar I Budget, including PS I Administrative Expense
      Claims provided for in the ProtoStar I Budget through the
      effective date, and (ii) the ProtoStar Affiliate
      Administrative Expenses pursuant to the ProtoStar Affiliate
      Administrative Budget and in accordance with any PS I
      Reserve Distribution Order.

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

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

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

Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.

The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659).  The Debtor selected
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent. The Debtors have tapped UBS Securities
LLC as investment banker and financial advisor.  In their
petition, the Debtors listed between US$100 million and
US$500 million each in assets and debts.  As of December 31, 2008,
ProtoStar's consolidated financial statements, which include non-
debtor affiliates, showed total assets of US$463,000,000 against
debts of US$528,000,000.


PROVIDENT ROYALTIES: Properties Sell for $46 Million
----------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Chapter 11
trustee for Provident Royalties LLC was authorized by the
bankruptcy judge on Jan. 29 to sell the remaining leasehold
interests in Arkansas, Louisiana, Mississippi and Oklahoma.

According to the report, the highest bid at the Jan. 14 auction,
$46.3 million, came from Devon Energy Production Co.  The second-
highest bid came from Continental Resources Inc., which made the
first offer at $20 million.

                     About Provident Royalties

Based in Dallas, Texas, Provident Royalties LLC owns working
interests in oil and gas properties primarily in Oklahoma.
Provident and its affiliates filed for Chapter 11 on June 22, 2009
(Bankr. N.D. Tex. Case No. 09-33886).  Judge Harlin DeWayne Hale
presides over the case.  Epiq Bankruptcy Solutions, LLC is
the claims and noticing agent.  The United States Trustee for
the Northern District of Texas appointed nine members to the
Official Committee of Unsecured Creditors.

On July 2, 2009, the Securities and Exchange Commission filed,
under seal, a complaint in District Court for the Northern
District of Texas against the Debtors and certain of their
principals and managing partners on allegations that they sold
stock and limited partnership interest to over 7,700 investors as
part of a $485 million Ponzi scheme.

On July 2, 2009, the District Court for the Northern District of
Texas appointed Dennis L. Roossien, Jr., at Munsch Hardt Kopf &
Harr P.C. in Dallas, Texas, as receiver for the Debtors.  On
July 20, 2009, the Bankruptcy Court appointed the receiver as the
Debtors' Chapter 11 trustee.  Mr. Roossien, Jr., has taken
possession and control of the Debtors' property and business.

Mr. Roossien, Jr., has selected Patton Boggs, LLP, as his special
counsel.  Patton Boggs, LLP, was Debtors' counsel before the
appointment of Mr. Roossien, Jr., as Chapter 11 trustee.  Mr.
Roossien, Jr., has selected Munsch Hardt Koph & Harr, P.C., as
counsel.  Gardere, Wynne, Sewell, LLP, is the proposed counsel to
the official committee of unsecured creditors.

The Company, in its petition, listed between $100 million and
$500 million each in assets and debts.


QUAIL RIDGE: Case Summary & 1 Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Quail Ridge Apartments, L.P.
          dba Ashton Oaks
        2811 Eagles Nest Drive
        Palm Harbor, FL 34683

Bankruptcy Case No.: 10-02375

Chapter 11 Petition Date: February 2, 2010

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

Debtor's Counsel: Joel S. Treuhaft, Esq.
                  2997 Alternate 19, Suite B
                  Palm Harbor, FL 34683
                  Tel: (727) 797-7799
                  Fax: (727) 213-6933
                  Email: jstreuhaft@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 $1,250,200
and total debts of $1,146,949.

The Debtor identified John H. Newsome with operating loan claim
for $1,500,000 as its largest unsecured creditor. A full-text copy
of the Debtor's petition, including a list of its largest
unsecured creditor, is available for free at:

             http://bankrupt.com/misc/flmb10-02375.pdf

The petition was signed by Marc Johnson, general partner of the
Company.


READER'S DIGEST: Moody's Retains 'B1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service indicated that The Reader's Digest
Association, Inc.'s B1 Corporate Family Rating, B1 Probability of
Default Rating, and B1 rating on the proposed $525 million of
senior secured notes due in 2017 to be issued in conjunction with
the company's Chapter 11 reorganization are not affected by the UK
pension regulators decision to withhold consent for the proposed
settlement regarding the Reader's Digest Association Limited's
pension liability.

Moody's last rating action on RDA was on January 25, 2010, when it
assigned the company a B1 CFR, PDR, and senior secured note rating
based on RDA's proposed reorganized capital structure upon
emergence from Chapter 11 bankruptcy.

RDA's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (iii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside RDA's core industry and
believes RDA's ratings are comparable to those of other issuers
with similar credit risk.

RDA, headquartered in Pleasantville, New York, is a global
publisher and direct marketer of products including books,
magazines, recorded music collections and home videos, and food
and gifts.  LTM 9/30/09 revenue incorporating the pending sale of
CompassLearning was approximately $2.1 billion.


RENAISSANT LAFAYETTE: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Renaissant Lafayette, LLC, filed with the U.S. Bankruptcy Court
for the Eastern District of Wisconsin its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $60,000,000
  B. Personal Property            $1,253,824
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $102,793,691
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,619,419
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $7,484,658
                                 -----------      -----------
        TOTAL                    $61,253,824     $111,897,768

Oak Brook, Illinois-based Renaissant Lafayette LLC is the owner of
a 280-unit luxury condominium development in Milwaukee named Park
Lafayette.  The project is at the intersection of North Prospect
Avenue and Lafayette Place in Milwaukee.  So far, 39 units were
sold.

The Company filed for Chapter 11 bankruptcy protection on December
23, 2009 (Bankr. E.D. Wis. Case No. 09-38166).  Forrest B.
Lammiman, Esq., at Meltzer, Purtill & Stelle LLC, assists the
Company in its restructuring effort.  The Company listed
$50,000,001 to $100,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.


RENAISSANT LAFAYETTE: Frank Giuffre Eyes to Buy Building for $50MM
------------------------------------------------------------------
Katie Hinderer at GlobeSt.com, citing report from Milwaukee
Business Journal, says Park Lafayette condominium building
developed by Renaissant Lafayette LLC could sell to local investor
Frank Giuffre for $50 million.  The building is estimated to be
worth $102 million.

                      About Renaissant Lafayette

Oak Brook, Illinois-based Renaissant Lafayette LLC is the owner of
a 280-unit luxury condominium development in Milwaukee named Park
Lafayette.  The project is at the intersection of North Prospect
Avenue and Lafayette Place in Milwaukee.  So far, 39 units were
sold.

The Company filed for Chapter 11 bankruptcy protection on
December 23, 2009 (Bankr. E.D. Wis. Case No. 09-38166).  Forrest
B. Lammiman, Esq., at Meltzer, Purtill & Stelle LLC, assists the
Company in its restructuring effort.  The Company listed
$50,000,001 to $100,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.


RICHARD AIDEKMAN: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Joint Debtors: Richard H. Aidekman
               Ellen J. Sackoff
               3 East 69th Street
               New York, NY 10021

Bankruptcy Case No.: 10-10596

Chapter 11 Petition Date: February 2, 2010

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtors' Counsel: Gilbert A. Lazarus, Esq.
                  Lazarus & Lazarus, P.C.
                  240 Madison Avenue, 8th Floor
                  New York, NY 10016
                  Tel: (212) 889-7400
                  Fax: (212) 684-0314
                  Email: glawlazarus@aol.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.


RICHARD MALCOLM: Case Summary & 19 Largest Unsec. Creditors
-----------------------------------------------------------
Joint Debtors: Richard Daniel Malcolm
               Lorna Elaine Malcolm
               8426 Sunsprite Ct
               Orlando, FL 32818

Bankruptcy Case No.: 10-01550

Chapter 11 Petition Date: February 2, 2010

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

Debtors' Counsel: Arvind Mahendru, Esq.
                  Joseph E. Seagle, PA
                  924 W Colonial Dr
                  Orlando, FL 32804
                  Tel: (321) 945-4404
                  Fax: (407) 770-0200
                  Email: am@seaglelaw.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 $1,168,741
and total debts of $2,007,423.

A full-text copy of the Debtors' petition, including a list of
their 19 largest unsecured creditors, is available for free at:

              http://bankrupt.com/misc/flmb10-01550.pdf

The petition was signed by the Joint Debtors.


RICHARD MONAGLE: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Richard Monagle
        1770 Mass Ave., PMB#293
        Cambridge, MA 02140

Bankruptcy Case No.: 10-11038

Chapter 11 Petition Date: February 2, 2010

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

Judge: Joan N. Feeney

Debtor's Counsel: Alex M. Rodolakis, Esq.
                  Gilman, McLaughlin & Hanrahan LLP
                  297 North Street
                  Hyannis, MA 02601
                  Tel: (508) 778-1100 ext 10
                  Fax: (508) 778-1800
                  Email: amr@gilmac.com

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

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

A full-text copy of Mr. Monagle's petition, including a list of
his 19 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/mab10-11038.pdf

The petition was signed by Mr. Monagle.


RIM DEVELOPMENT: Wants to Use CoreFirst & Textron Cash Collateral
-----------------------------------------------------------------
RIM Development, LLC, seeks authority from the U.S. Bankruptcy
Court for the District of Kansas to use the cash securing their
obligation to their prepetition lenders.

Susan G. Saidian, Esq., at Cases, Moses, Zimmerman & Martin, P.A.,
the attorney for the Debtor, says that the Debtor wants to utilize
the rents which may be claimed by Commerce Bank & Trust n/k/a
CoreFirst Bank & Trust or Textron Financial (TFC) as cash
collateral for payment of expenses of operating the apartment
complex and the other real estate and the expenses expected to be
incurred in connection with the eminent domain proceedings.  Ms.
Saidian explains that the Debtor needs the money to fund its
Chapter 11 case, pay suppliers and other parties.  The Debtor will
use the collateral pursuant to a weekly budget, a copy of which is
available for free at:

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

In exchange for using the cash collateral, the Debtor proposes to
grant the prepetition lenders adequate protection liens to protect
the lenders form the diminution in value of the collateral.  Ms.
Saidian has contacted counsel for Corefirst and Textron Financial
and hopes to have an agreement shortly on the use of cash
collateral.

Secured creditor TFC has objected to the Debtor's request to use
cash collateral.  TFC holds a first priority assignment of rents
to all of the rental income from the properties listed in the rent
roll.  TFC says that the expenses which the Debtor proposes to pay
from the cash collateral of TFC consume the entire remaining
rental income.  According to TFC, the Debtor hasn't offered any
adequate protection to TFC other than an unsupported statement
that the Debtor "estimates" that the value of the real property
subject to mortgages of TFC and CoreFirst is $20,000,000.

TFC objects to the expenditure of $10,000 to Irons Development
Corporation, RAM Engineering, Inc., and Inland Constructors, Inc.,
for "services rendered."  IDC, Inland and RAM are the members of
the Debtor, and all necessary services to the Debtor are provided
through the management fee and expenses paid to Steward
Management, LLC.

TFC objects to any payment to an accountant unless payment is
pursuant to proper application and order of the court.

TFC is represented by Armstrong Teasdale LLP.

Roca, Nebraska-based RIM Development, LLC, owns a real estate in
Ogden, Kansas.  The Company 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.


RJ YORK: Files for Chapter 11 Bankruptcy in Wake of Foreclosure
---------------------------------------------------------------
RJ York SSG filed for Chapter 11 bankruptcy, listing both asset
and debts of between $10 million and $50 million.

Rick Desloge at St. Louis Business Journal says the filing came on
the day Premier Bank of Jefferson City was set to foreclose on the
Clayton property where RJ York was planning to build a new Westin
hotel.

Company principal Robert Kramer, according to the report, is in
talks with the bank to halt that action.  The Company borrowed
$8.1 million in 2007 for a new 19-story hotel at the southwest
corner of Central and Maryland avenues in Clayton.

David Going, Esq., at Armstrong Teasdale, represents the Company.

RJ York SSG is a property developer.


RJ YORK: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: RJ York SSG, LLC
        8229 Maryland Ave
        St Louis, MO 63105

Bankruptcy Case No.: 10-40876

Type of Business: RJ York SSG is a property developer.

Chapter 11 Petition Date: February 2, 2010

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Kathy A. Surratt-States

Debtor's Counsel: David L. Going, Esq.
                  Armstrong, Teasdale et al.
                  One Metropolitan Sq.
                  211 N. Broadway, Ste. 2600
                  St. Louis, MO 63102-2740
                  Tel: (314) 621-5070
                  Email: dgoing@armstrongteasdale.com

                  Susan K. Ehlers, Esq.
                  Armstrong Teasdale
                  One Metropolitan Sq., Ste. 2600
                  St. Louis, MO 63102
                  Tel: (314) 621-5070
                  Email: sehlers@armstrongteasdale.com

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

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

The petition was signed by Robert Kramer, the company's manager.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
AmerenUE                                          Unknown
PO Box 66301
Saint Louis, MO 63166

AmerenUE                                          Unknown
PO Box 66529
Saint Louis, MO 63166

Armstrong Teasdale LLP     Legal Service          $48,137
Attn: Daniel Wofsey

Aspen Waste Systems                               Unknown
13710 Green Ash Court
Earth City, MO 63045

AT&T                                              Unknown
PO Box 5001
Carol Stream, IL 60197-5001

Collector of Revenue       Real Estate Taxes      $97,114

Collector of Revenue       Real Estate Taxes      $14,659

Laclede Gas                                       Unknown
Drawer 9
Saint Louis, MO 63166

Laclede Gas Company                               Unknown
720 Olive Street
Saint Louis, MO 63101

Laclede Gas  Company                              Unknown
Rm. 1215, c/o Bankruptcy
720 Olive Company
Saint Louis, MO 63101-2389

Lathrop & Gage             Legal Services         $7,058

Metropolitan St. Louis                            Unknown
Sewer District
PO Box 437
Saint Louis, MO 63166

Metropolitan St. Louis                            Unknown
Sewer District
2350 Market Street
Saint Louis, MO 63101-2555

Missouri American Water                           Unknown
Customer Service
PO Box 94551
Palatine, IL 60094-4551

Missouri American Water                           Unknown
PO Box 94551
Palatine, IL 60094-4551

RID Pest Control                                  Unknown
PO Box 1703
Ballwin, MO 63011

Solon Gershman Realty                             Unknown
Attn: Randy Stern
#7 North Bemiston
Clayton, MO 63105

St. Louis Elevator Co.,                           Unknown
Inc.
1515 N. Broadway
Saint Louis, MO 63102-2304

Travelers                                         Unknown
Charles L. Crane Agency
Attn: Chris Reedy
100 North Broadway, Ste. 900
Saint Louis, MO 63102

Walton Janitorial Service                         Unknown
9 Wells Fargo Ct.
Saint Peters, MO 63376


ROADOR INDUSTRIES: Delays Filing of Annual Financial Statements
---------------------------------------------------------------
RoaDor Industries Inc. has not filed its audited annual financial
statements for the year ended September 30, 2009 and its
management's discussion and analysis relating to the Annual
Financial Statements on or before the prescribed deadline of
January 28, 2010.

The Company made an application with the applicable securities
regulators under National Policy 12-203 requesting that a
management cease trade order be imposed in respect of this late
filing but there is no assurance that it will be granted.  The
Company was not able to file the Required Filings within the
prescribed time because of a lack of working capital and the
resultant delay in funding its auditors to perform the audit of
the Annual Financial Statements.

The Company is currently undertaking transactions to raise funds
to meet the Company's long term operational needs, namely a
proposed restructuring and refinancing of its existing credit
facility, which is subject to the approval of the TSX Venture
Exchange.  Once the necessary funding is in place, the Company
plans to engage auditors to complete the audit of the Annual
Financial Statements.  The Company expects to file the Required
Filings by April 30, 2010.

The Company confirms that it will satisfy the provisions of the
alternative information guidelines under National Policy 12-203 by
issuing bi-weekly default status reports in the form of news
releases so long as it remains in default of the filing
requirements set out above.  The Company is not subject to any
insolvency proceedings at the present time and there is no other
material information relating to the affairs of the Company that
has not been generally disclosed.

                          About RoaDor

RoaDor has developed, patented and commercialized polyvinyl
chloride (PVC) roll-up doors designed specifically for the
commercial truck, van and trailer industry.


RYLAND GROUP: Narrows Net Loss to $162.5 Million in 2009
--------------------------------------------------------
Ryland Group Inc. said that for the fourth quarter ended December
31, 2009, it had consolidated net earnings of $39.0 million, or
$0.88 per diluted share, compared with a consolidated net loss of
$59.9 million, or $1.40 per diluted share, for the same period in
2008.  Homebuilding revenues decreased 21.1% to $405.3 million for
the fourth quarter of 2009, compared to $513.5 million for the
same period in 2008.  This decline was primarily attributable to
fewer closings and lower sales prices.  Closings totaled 1,666
units for the fourth quarter ended December 31, 2009, compared to
1,964 units for the same period in the prior year, reflecting a
15.2 percent decrease.  For the quarter ended December 31, 2009,
the average closing price of a home declined by 3.7 percent to
$237,000 from $246,000 for the same period in 2008.  Homebuilding
revenues for the fourth quarter of 2009 included $10.1 million
from land sales, which resulted in a net pretax loss of $736,000,
compared to homebuilding revenues of $29.6 million from land sales
for the fourth quarter of 2008, which resulted in a net pretax
loss of $19.7 million.

For the 12 months ended December 31, 2009, the Company reported a
consolidated net loss of $162.5 million, or $3.74 per diluted
share, compared with a consolidated net loss of $396.6 million, or
$9.33 per diluted share, for the same period in 2008.
Homebuilding revenues decreased 35.0 percent to $1.2 billion for
the twelve months of 2009, compared to $1.9 billion for the same
period in 2008.  This decline was primarily attributable to fewer
closings and lower sales prices.  Closings totaled 5,129 units for
the twelve months ended December 31, 2009, compared to 7,352 units
for the same period in the prior year, reflecting a 30.2 percent
decrease.  The average closing price of a home declined by 4.8
percent to $240,000 for the twelve-month period ended December 31,
2009, from $252,000 for the same period in 2008.  Homebuilding
revenues for the 12 months of 2009 included $11.0 million from
land sales, which resulted in a net pretax loss of $983,000,
compared to homebuilding revenues of $55.0 million from land sales
for the 12 months of 2008, which resulted in a net pretax loss of
$25.8 million.

As of December 31, 2009, the Company had $1,685,453,000 in total
assets and $1,103,591,000 in total liabilities resulting in
$581,862,000 in stockholders' equity.

A full-text copy of the company's earnings release is available
for free at http://ResearchArchives.com/t/s?4f1a

                        About Ryland Group

Founded in 1967 and headquartered in Calabasas, California, The
Ryland Group, Inc. -- http://www.ryland.com/-- is a mid-sized
homebuilder with homebuilding revenues and net income for the
trailing 12 months ended September 30, 2009, of $1.35 billion and
($261) million, respectively.  Ryland is listed on the New York
Stock Exchange under the symbol "RYL."

                           *     *      *

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.


SCOTT NOVACEK: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Scott Novacek
        Post Office Box 11711
        Fort Lauderdale, FL 33339

Bankruptcy Case No.: 10-12536

Chapter 11 Petition Date: February 2, 2010

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Philip J. Landau, Esq.
                  2385 N.W. Executive Center Dr # 300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0800
                  Email: plandau@sfl-pa.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 $2,515,051,
and total debts of $3,073,551.

A full-text copy of Mr. Novacek's petition, including a list of
his 20 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/flsb10-12536.pdf

The petition was signed by Mr. Novacek.


SEQUENOM INC: Board Approves 1999 Employee Stock Purchase Plan
--------------------------------------------------------------
Sequenom Inc.'s Board of Directors approved an amendment to the
company's 1999 Employee Stock Purchase Plan to:

   * terminate the "evergreen" provision that automatically
     increased the number of shares reserved for issuance under
     the plan each year;

   * remove the expiration date set forth in the plan so that the
     term of the plan will extend indefinitely; and

   * establish 10,000 shares as the maximum number of shares any
     participant can purchase on any purchase date.

A full-text copy of 1999 Employee Stock Purchase Plan is available
for free at http://ResearchArchives.com/t/s?500b

                        About Sequenom Inc.

Sequenom, Inc. (NASDAQ:SQNM) is a diagnostic testing and genetics
analysis company.  The Company is focused on providing products,
services, diagnostic testing, applications and genetic analysis
products that translate the results of genomic science into
solutions for biomedical research, translational research,
molecular medicine applications, and agricultural, livestock and
other areas of research.

As of September 30, 2009, the Company had total assets of
$101,942,000 against total current liabilities of $18,489,000,
deferred revenue, less current portion of $384,000, other long-
term liabilities of $3,693, and long-term portion debt and
obligations of $2,141,000.

The Company added that there is substantial doubt about its
ability to continue as a going concern.  Although the Company
related that its cash, cash equivalents and current marketable
securities will be sufficient to fund its operating expenses and
capital requirements through 2010, it will require significant
additional financing in the future to fund its operations.


SEQUENOM INC: Court Okays Settlement Between LA Retirement System
-----------------------------------------------------------------
The Hon. Larry A. Burns of the U.S. Bankruptcy Court for the
Southern District of California approved the settlement of the
Action in accordance with the Stipulation of Settlement among the
Los Angeles City Employees' Retirement System and Sequenom Inc.,
Harry Stylli, Paul Hawran, Allan T. Bombard, Charles R. Cantor,
Steven Owings, Harry F. Hixson, Jr., and Elizabeth Dragon.

Judge Burns appointed Kaplan Fox & Kilsheimer LLP as class
counsel; and Rust Consulting Inc. as Settlement Administrator to
supervise and administer the notice and claim procedures.

A final hearing is set for May 3, 2010, at 11:15 a.m., to consider
final approval of the settlement.

A full-text copy of the Court order of the Settlement is available
for free at http://ResearchArchives.com/t/s?500d

                        About Sequenom Inc.

Sequenom, Inc. (NASDAQ:SQNM) is a diagnostic testing and genetics
analysis company.  The Company is focused on providing products,
services, diagnostic testing, applications and genetic analysis
products that translate the results of genomic science into
solutions for biomedical research, translational research,
molecular medicine applications, and agricultural, livestock and
other areas of research.

As of September 30, 2009, the Company had total assets of
$101,942,000 against total current liabilities of $18,489,000,
deferred revenue, less current portion of $384,000, other long-
term liabilities of $3,693, and long-term portion debt and
obligations of $2,141,000.

The Company added that there is substantial doubt about its
ability to continue as a going concern.  Although the Company
related that its cash, cash equivalents and current marketable
securities will be sufficient to fund its operating expenses and
capital requirements through 2010, it will require significant
additional financing in the future to fund its operations.


SHANE CO: Seeks Until March 15 to File Chapter 11 Plan
------------------------------------------------------
National Jeweler reports that Shane Co. asked the U.S. Bankruptcy
Court for the District of Colorado to further extend the time to
file a Chapter 11 plan of reorganization until March 15, 2010, and
obtain confirmation of that plan until May 14, 2010.

The report, citing papers filed with the Court, says the Debtor is
continuing to refine its overall financial projections and
formulate proposed terms of a plan of reorganization.

This is the company's third time to file for extension, report
notes.

Headquartered in Centennial, Colorado, Shane Co. --
http://www.shaneco.com/-- sells jewelry.  The Company filed for
Chapter 11 protection on January 12, 2009 (Bankr. D. Col. Case No.
09-10367).  Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, serves as the Debtor's counsel, and Caroline
C. Fuller, Esq., at Fairfield and Woods, P.C., serves as the
Debtor's local counsel.  Charles F. McVay, the U.S. Trustee for
Region 19, appointed six creditors to serve on an Official
Committee of Unsecured Creditors.  Cohen Tauber Spievack
& Wagner P.C. represents the Committee.  The Debtor proposed
Kurtzman Carson Consultants LLC as its claims agent.  The Company
filed formal lists showing assets for $130 million and debt
totaling $103 million, including $31.4 million owing on secured
claims.


S.H. LEGGITT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: S.H. Leggitt Company
          aka Marshall Products
          dba The Leggitt Group
          dba Marshall Brass Company
          dba Marshall Gas Controls, Inc.
        1000 Civic Center Loop
        San Marcos, TX 78666-9568

Bankruptcy Case No.: 10-10279

Chapter 11 Petition Date: February 2, 2010

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Joseph D. Martinec, Esq.
                  Martinec, Winn, Vickers & McElroy, P.C.
                  600 Congress Avenue, Suite 500
                  Austin, TX 78701
                  Tel: (512) 476-0750
                  Fax: (512) 476-0753
                  Email: martinec@mwvmlaw.com

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

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

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

             http://bankrupt.com/misc/txwb10-10279.pdf

The petition was signed by Don C. Leggitt Jr., president of the
company.


SHIMASE LLC: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Shimase LLC
        5042 Wilshire Blvd # 330
        Los Angeles, CA 90036

Bankruptcy Case No.: 10-11153

Chapter 11 Petition Date: February 2, 2010

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Leslie Richards, Esq.
                  15205 Burbank Blvd., Suite A
                  Sherman Oaks, CA 91411
                  Tel: (818) 997-9955

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
9 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/cacb10-11153.pdf

The petition was signed by Cydney Sanchez, member of the Company.


SINCLAIR BROADCAST: Bank of America Discloses 5.6% Equity Stake
---------------------------------------------------------------
Bank of America Corporation; Bank of America, NA; Columbia
Management Advisors, LLC; IQ Investment Advisors LLC; and Merrill
Lynch, Pierce, Fenner & Smith, Inc., disclosed that they may be
deemed to beneficially own in the aggregate 2,674,496 shares or
roughly 5.6% of the common stock of Sinclair Broadcast Group Inc.
as of December 31, 2009.

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

As of September 30, 2009, the Company had $1,629,148,000 in total
assets against $1,761,322,000 in total liabilities.  As of
September 30, 2009, the Company had $746,116,000 in accumulated
deficit and $132,174,000 in total deficit.  The September 30
balance sheet showed strained liquidity: The Company had
$183,042,000 in total current assets against $201,028,000 in total
current liabilities.

                           *     *     *

Sinclair carries Moody's Investors Service's Caa2 Corporate Family
Rating and Caa3 Probability of Default Rating; and Standard &
Poor's Ratings Services' 'B-' corporate credit rating.


SINCLAIR BROADCAST: BlackRock Reports 5.98% Equity Stake
--------------------------------------------------------
BlackRock Inc. disclosed that it may be deemed to beneficially own
2,832,560 shares or roughly 5.98% of the common stock of Sinclair
Broadcast Group Inc. as of December 31, 2009.

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

As of September 30, 2009, the Company had $1,629,148,000 in total
assets against $1,761,322,000 in total liabilities.  As of
September 30, 2009, the Company had $746,116,000 in accumulated
deficit and $132,174,000 in total deficit.  The September 30
balance sheet showed strained liquidity: The Company had
$183,042,000 in total current assets against $201,028,000 in total
current liabilities.

                           *     *     *

Sinclair carries Moody's Investors Service's Caa2 Corporate Family
Rating and Caa3 Probability of Default Rating; and Standard &
Poor's Ratings Services' 'B-' corporate credit rating.


SINCLAIR BROADCAST: Commences Tender Offers for 3% & 4.875% Notes
-----------------------------------------------------------------
Sinclair Television Group, Inc., a wholly owned subsidiary of
Sinclair Broadcast Group, Inc., (Nasdaq: SBGI) has commenced cash
tender offers for any and all of the Company's outstanding 3.0%
Convertible Senior Notes due 2027 (CUSIP No. 829226AW9) and 4.875%
Convertible Senior Notes due 2018 (CUSIP No. 829226AU3).  The
holders of the 3.0% Notes and 4.875% Notes are entitled to require
the Company to repurchase such Notes at 100% of their principal
amount in May 2010 and January 2011, respectively.  Approximately
$27.7 million of the 3.0% Notes and $37.0 million of the 4.875%
Notes are currently outstanding.  Specific terms and conditions of
the tender offers are included in the Offer to Purchase, dated
January 26, 2010, have been filed with the Securities and Exchange
Commission.

Under the terms of the tender offers, any 3.0% Notes validly
tendered and not validly withdrawn on or prior to the expiration
date will be purchased at a purchase price of $1,000 per $1,000 in
principal amount and any 4.875% Notes validly tendered and not
validly withdrawn on or prior to the expiration date will be
purchased at a purchase price of $1,000 per $1,000 in principal
amount.  Tendering holders will also receive accrued and unpaid
interest from the last interest payment date to the settlement
date.  Sinclair intends to fund the offers with cash currently
held in a collateral account raised from the prior sale and
issuance of its 9.25% Senior Secured Second Lien Notes due 2017.
The Offers are not subject to any financing condition.  Sinclair
is not obligated to accept for payment, purchase or pay for, and
may delay the acceptance for payment of, any tendered Notes, in
each event subject to applicable laws, and may terminate the
Offers.  The Offers are not conditioned on the tender of a minimum
principal amount of Notes.

The Offers will expire at 12:00 midnight, New York City time, on
Tuesday, February 23, 2010, unless extended or earlier terminated
by Sinclair.  Payment of the purchase price for the Notes validly
tendered and not validly withdrawn on or prior to the expiration
date will be made as promptly as practicable, which is expected to
be the second New York City business day after the expiration
date.

MacKenzie Partners, Inc., acts as Information Agent for the
Offers.

A full-text copy of the Company's tender offer documents is
available at no charge at http://ResearchArchives.com/t/s?5014

A full-text copy of the Company's letter of transmittal is
available at no charge at http://ResearchArchives.com/t/s?5015

None of Sinclair and the Company, including the Board of Directors
of each, the Information Agent, the Depositary or any other
person, has made or makes any recommendation as to whether holders
of the Notes should tender, or refrain from tendering, all or any
portion of their Notes pursuant to the Offers, and no one has been
authorized to make such a recommendation.  Holders of the Notes
must make their own decisions as to whether to tender their Notes.

                     About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

As of September 30, 2009, the Company had $1,629,148,000 in total
assets against $1,761,322,000 in total liabilities.  As of
September 30, 2009, the Company had $746,116,000 in accumulated
deficit and $132,174,000 in total deficit.  The September 30
balance sheet showed strained liquidity: The Company had
$183,042,000 in total current assets against $201,028,000 in total
current liabilities.

                           *     *     *

Sinclair carries Moody's Investors Service's Caa2 Corporate Family
Rating and Caa3 Probability of Default Rating; and Standard &
Poor's Ratings Services' 'B-' corporate credit rating.


SMURFIT-STONE: 140 Parties Want Ontonagon Mill Sold
---------------------------------------------------
Smurfit-Stone Container Corporation, as part of its restructuring
process, planned to permanently close its Ontonagon, Michigan and
Missoula, Montana mills, effective December 31, 2009.

From January 4 to 29, 2010, more than 140 parties-in-interest
asked the Bankruptcy Court to require SSCC to sell the Ontonagon
Mill rather than allow it to remain vacant or dismantle it.  A
list of those parties is available for free at:

          http://bankrupt.com/misc/SmrftPlntClsRsps2.pdf

Among the parties who filed responses is Brian Schweitzer, the
governor of the State of Montana, who personally wrote to Steve
Klinger, the chief executive officer of Smurfit-Stone Container
Corp.

Under the letter, Gov. Schweitzer noted his intention of lobbying
for keeping the Missoula Mill open and his plea for open line
communication with the Debtors.  The Governor said he previously
tried unsuccessfully to establish direct communication with the
Debtors, but was disappointed by the Debtors' lack of response.
He noted that he will be contacting the Debtors again in the
future.

                        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: Exceeds $471 Million Semi-Annual EBITDA Target
-------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated January 28, 2010, Craig A. Hunt, Smurfit-Stone
Corporation's senior vice president, secretary, and general
counsel, disclosed that for the second semi-annual performance
period through December 31, 2009, the Company exceeded its
$471 million earnings before interest, taxes, depreciation,
amortization and rent target.

As a result, each of these executive officers earned 104% target
payout for the second semi-annual performance period and 132% of
their target payout for the full-year performance period:

  Officer                                       Value of Award
  -------                                       --------------
  Patrick J. Moore                                  $1,110,479
  Chairman & Chief Executive Officer

  Steven J. Klinger                                    797,498
  President and Chief Operating Officer

  John R. Murphy                                       240,685
  Senior Vice President and
  Chief Financial Officer

  Craig A. Hunt                                        327,827
  Senior Vice President,
  Secretary and General Counsel

  Steven C. Strickland                                 286,497
  Senior Vice President of
  Container Operations

The payouts were awarded pursuant to the 2009 Management
Incentive Plan.

Mr. Hunt noted that Mr. Murphy joined Smurfit-Stone on May 18,
2009, and was not eligible to participate in the 2009 MIP for the
first semi-annual performance period.  Mr. Murphy, however, was
awarded a $25,000 supplemental payment in recognition of his
services from May 18 to June 30, 2009.

Total awards earned under the 2009 MIP for the second semi-annual
performance period amounted to approximately $50.4 million, with
approximately $8.1 million being awarded to executive officers.

A copy of the report submitted by the Debtors to the SEC is
available for free at http://bankrupt.com/misc/Smrft8kMIP.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: To Present Plan for Confirmation on April 14
-----------------------------------------------------------
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.

Judge Shannon has approved the proposed solicitation and vote
tabulation procedures for the Debtors' Chapter 11 Plan of
Reorganization and established these dates with respect to the
solicitation and confirmation of the Plan:

Feb. 5, 2010      Record date for determining claim holders
                   entitled to receive a solicitation package

March 29, 2010    Deadline by which all ballots must be
                   properly executed and received by Epiq
                   Bankruptcy Solutions LLC, the voting agent

March 29, 2010    Deadline for filing Rule 3018 Motions

March 29, 2010    Deadline for filing confirmation objections

April 14, 2010    Hearing to consider all Rule 3018 Motions

April 14, 2010    Confirmation Hearing

Under the Plan, holders of up to $3.1 billion in unsecured
claims against the operating companies are to receive the new
common stock worth up to 71% of their claims.  Secured
creditors owed $969 million are to be paid in full in cash or
new debt.  Secured creditor CIT Group Inc. is to be paid fully
on the $34.9 million it's owed.  Unsecured creditors of the
holding company owed $11.2 million are to receive nothing

                        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)


SPHERIS INC: Files for Bankruptcy to Sell Assets to MedQuist
------------------------------------------------------------
Spheris Inc., has entered into an agreement under which MedQuist
Inc. and CBay Inc., portfolio companies of CBaySystems Holdings
Ltd., have agreed to purchase substantially all of Spheris' assets
pursuant to a transaction that is to be implemented under Section
363 of the United States Bankruptcy Code.

To commence the sale process, Spheris and certain of its
affiliates filed voluntary petitions for relief under Chapter 11
of the United States Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware.  The Company
expects its operations to continue as usual during the
restructuring process.  Spheris India, a subsidiary of the
Company, will be part of the prospective transaction but will not
file for bankruptcy.

Robert Butler, Chief Restructuring Officer of Spheris, stated,
"Throughout the past year, Spheris has taken steps to strengthen
its operations and customer service, and these initiatives are
achieving solid results.  Spheris has also been engaged in
constructive discussions with certain key constituents of the
Company to identify ways to enhance financial flexibility for our
operations.  We expect customers will continue to receive high-
performing services through a company with a stronger capital
structure."

Tony James, Chief Operating Officer of Spheris, added, "Spheris is
committed to maintaining the highest levels of customer
satisfaction and we will remain focused on our operations
throughout this process.  We expect the transition to be seamless
for our customers and we appreciate their continued support.  I
would also like to thank the dedicated employees of Spheris for
their commitment to the Company and for working hard to provide
the outstanding service quality and quick turnaround times that
our customers expect."

Prior to the Court approval of the MedQuist/CBay agreement, there
will be a court-supervised auction process to facilitate
competitive bidding by other qualified bidders.  The auction
process is intended to achieve the highest price possible for the
assets and provide the Company with an efficient way to address
its capital structure without disrupting operations.  The bidding
procedures, if approved, would require interested parties to
submit binding offers to acquire some or all of the Company's
assets within approximately 30 days of Court approval of the bid
procedures.  If qualified bids are submitted, an auction would be
held a few days prior to the sale hearing.  A Court hearing
approving the sale to the winning bidder would be held soon after
the conclusion of the auction, followed by a final closing.  If
the MedQuist/CBay agreement is approved and the conditions
thereunder satisfied, Spheris expects that the transaction will be
completed in the first half of 2010.

"MedQuist is a natural partner for Spheris," commented Peter
Masanotti, MedQuist CEO. "We share a common belief that superior
quality in clinical documentation is an essential component of
efficient healthcare operations and quality medical outcomes.
Spheris' customers can look forward to capitalizing on MedQuist's
extensive suite of services and technologies, along with the
strength of our combined experience, knowledge, and culture of
best-in-class service."

If the purchase agreement is approved and the conditions therein
satisfied, it is expected that the transaction will be completed
in the first half of 2010.

                      $15-Mil. DIP Financing

In addition, a syndicate of lenders has confirmed that they will
enter into a Senior Secured Super-Priority Debtor-in-Possession
Financing Agreement among the debtors under the bankruptcy case,
with Ableco, L.L.C., as Collateral Agent, and Cratos Capital
Management LLC, as Administrative Agent, to provide up to
$15 million in Debtor-in-Possession financing upon the terms and
conditions set forth therein, including entry of an order of the
Court approving the financing.  The financing facility will be
used to fund ongoing operations and repay outstanding revolving
credit loans under its pre-petition credit facility as of the
filing date.

In conjunction with the bankruptcy filing, the Company also filed
a number of customary motions to continue to support its
employees, customers and suppliers during the financial
restructuring process and to facilitate a seamless transition to
new ownership.  As part of these motions, the Company has asked
the Court for additional authorizations, including permission to
continue paying employee wages, salaries and health benefits
without interruption.

                          About MedQuist

MedQuist (Nasdaq: MEDQ) -- http://www.medquist.com/-- provides
medical transcription services, and is a leader in technology-
enabled clinical documentation workflow.  MedQuist's enterprise
solutions -- including mobile voice capture devices, speech
recognition, Web-based workflow platforms, and global network of
medical editors -- help healthcare facilities improve patient
care, increase physician satisfaction, and lower operational
costs.

Approximately 69.5% of MedQuist's outstanding common stock is held
by CBay Inc., a  wholly owned subsidiary of CBaySystems Holdings
Ltd. (AIM: CBAY), a holding company with investments in medical
transcription, healthcare technology and healthcare financial
services.  CBaySystems Holdings Ltd.'s portfolio includes
businesses providing medical transcription, healthcare technology,
and healthcare financial services including MedQuist Inc., CBay
Systems & Services Inc., CBay Systems (India) Private Ltd., and
Mirrus Systems.

                           About Spheris

Based in Franklin, Tennessee, Spheris Inc. --
http://www.spheris.com/-- is a global provider of clinical
documentation technology and services.


ST MARY'S HOSPITAL: Emerges from Chapter 11 Protection
------------------------------------------------------
Bob Groves at The Record says St. Mary's Hospital in Passaic
emerged from Chapter 11 protection with the approval of its plan
of reorganization by the Hon. Morris Stern of the U.S. Bankruptcy
Court in Newark.

Mr. Grove relates that new union contracts were negotiated as part
of the process and will become effective when the plan does,
probably before the end of the month.

              About St. Mary's Hospital, Passaic, N.J.

St. Mary's Hospital, Passaic, N.J., filed for Chapter 11
protection on March 9, 2009 (Bankr. D. N.J. Case No. 09-15619).
Joseph Lubertazzi, Jr., Esq., at McCarter & English assists the
hospital in its restructuring effort.  St. Mary's listed assets of
$70.8 million and debts of $128 million.


STALLION OILFIELD: S&P Raises Corporate to 'CCC+' After Emergence
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Stallion Oilfield Services Ltd. to 'CCC+' from 'D'.  The
outlook is developing.

S&P also raised the rating on the senior secured debt to 'CCC+'
from 'D' and revised the recovery rating on this debt to '3'
(indicating meaningful (50% to 70%) recovery in the event of a
payment default) from '1'.

The upgrade on the corporate credit rating reflects Stallion's
emergence from bankruptcy and the improvement in the company's
capital structure as a result of restructuring its balance sheet.
In October 2009, Stallion reached an agreement with lenders,
debtholders, and equity holders to reduce its unsecured debt by
approximately $515 million, along with $26 million of accrued
interest.  The $250 million unsecured bridge loan and the
$265 million 9.75% unsecured senior notes have been converted to
on a pro rata basis for 98% of the common equity of Stallion,
leaving approximately $213 million of outstanding senior secured
debt.

The rating on Stallion reflects high debt leverage, limited
liquidity, participation in the highly cyclical North American
oilfield services market, and a short operating track record.  The
rating also reflects the company's low annual maintenance capital
spending requirements, moderate geographic mix, and an experienced
management team.

Houston-based Stallion provides wellsite support services
(workforce accommodation units, surface equipment rental,
communications services, and solids control), and production and
logistics services (site construction and rig relocation).  The
company has grown rapidly through acquisitions since its inception
in 2002, but the resulting increase in leverage from these
transactions led to covenant violations and skipped interest
payments, ultimately leading to a bankruptcy filing in October
2009.

Upon its exit from bankruptcy, Stallion has significantly improved
its leverage although its liquidity is limited.  S&P could take
negative rating actions if Stallion's leverage increases and
liquidity is further constrained when the revolver under its
senior secured credit facility matures.  Alternatively, S&P could
take positive rating actions if the company is able to
successfully refinance its senior secured credit facility and
improve its liquidity.


STARPOINTE ADERRA: Court Sets Cash Collateral Hearing for Feb. 10
-----------------------------------------------------------------
The Hon. Randolph J. Haines of the U.S. Bankruptcy Court for the
District of Arizona will consider, at a hearing on February 10,
2010, at 1:30 p.m., Starpointe Aderra Condominiums, L.P.,
continued access to CCS Arizona II, LLC's cash collateral.

The Court authorized, on an interim basis, the Debtor to use the
cash securing its obligation to CCS.

CCS calculated that, as of the petition date, the entire balance
due on the three loan transactions to fund the purchase and
construction of the Starpointe Aderra development loans was
$27,700,000.

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

As adequate protection for any diminution in value of the CCS'
collateral, the Debtor will: (1) make periodic cash payments to
the creditor sufficient to protect the creditor's interest in the
collateral from any decrease in value; or (2) provide an
additional or replacement lien sufficient to protect the
creditor's interest in the collateral from any decrease in value;
or (3) grant the creditor such other relief as would result in the
realization of the indubitable equivalent of the creditor's
interest in the collateral.

Warren J. Stapleton, the Debtor's counsel, related that he
requested for an evidentiary hearing regarding any dispute over
the January budget.  Mr. Stapleton also related that some concerns
with the budget regarding fees will be dealt with in the February
budget.

Parties are directed to exchange witnesses and exhibits by
February 5, 2010.

                      About Starpointe Aderra

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.


SUNDOWN HILLS: Cash Collateral Hearing Set for February 5
---------------------------------------------------------
The Hon. Mary Grace Diehl of the U.S. Bankruptcy Court will
consider at a hearing on February 5, 2010, at 10:00 a.m., Sundown
Hills LLC, continued use of Textron Financial Corporation's cash
collateral.  The hearing will be held at Courtroom 1201, Atlanta,
Georgia.  Objections, if any, were due February 2, 2010.

The Court approved, on an interim basis, the Debtor's use of the
cash collateral.

As reported in the Troubled Company Reporter on January 14, 2010,
as of the petition date, the approximate principal balance due on
the indebtedness owing to Textron was $12,041,495, excluding
accrued interest, legal fees, expenses, fees and costs.  As
security for the repayment of the amounts advanced under the loan,
the Debtor granted to Textron Financial a lien on substantially
all of its assets.

The Debtor would use the money to fund its Chapter 11 case, pay
suppliers and other parties.  The Debtor would also use the
reminder of the cash to pay future necessary operating expenses as
they come due on a monthly basis, and to deposit cash collateral
directly into the Debtor In Possession account to facilitate the
relief requested in this motion.

As adequate protection for any diminution in value of Textron
Financial's collateral, the Debtors will grant Textron Financial
replacement liens on all its postpetition assets and superpriority
administrative expense claim.

Tucker, Georgia-based Sundown Hills LLC filed for Chapter 11
bankruptcy protection on January 5, 2010 (Bankr. N.D. Ga. Case No.
10-60431).  Dorna Jenkins Taylor, Esq., who has an office in
Atlanta, Georgia, 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.


TATTERSALL CLUB: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Tattersall Club Corporation
        2100 Steeplechase Lane
        Roswell, GA 30076

Bankruptcy Case No.: 10-63145

Chapter 11 Petition Date: February 2, 2010

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

Judge: Mary Grace Diehl

Debtor's Counsel: J. Michael Lamberth, Esq.
                  Lamberth, Cifelli, Stokes, Ellis & Nason
                  East Tower - Suite 550
                  3343 Peachtree Road, NE
                  Atlanta, GA 30326-1022
                  Tel: (404) 262-7373
                  Email: mlamberth@lcsenlaw.com

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

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

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

            http://bankrupt.com/misc/ganb10-63145.pdf

The petition was signed by Robert M. Barnett, president and CEO of
the Company.


TEAM FINANCE: Moody's Upgrades Corporate Family Rating to 'B1'
--------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family and
Probability of Default ratings of Team Finance LLC, a holding
company and parent of Team Health, Inc., to B1.  Moody's also
confirmed the ratings of the company's senior credit facility at
B1 and upgraded the ratings on its senior subordinated notes to
B3.  The outlook for the ratings is positive.  This action
concludes the review of the ratings initiated on December 21,
2009.  Concurrently, Moody's affirmed the company's Speculative
Grade Liquidity Rating at SGL-1.

"The upgrade of the CFR and the positive rating outlook reflect
the company's continued progress in reducing financial leverage
through positive operating results and the reduction of
outstanding debt through the use of proceeds from the initial
public offering," said Dean Diaz, a Senior Credit Officer at
Moody's.  On January 25, 2010, the company used proceeds from its
IPO to redeem $136.9 million of 11.25% senior subordinated notes
due 2013.  Furthermore, the underwriters exercised in full their
over-allotment option to purchase an additional 1,995,000 shares
of common stock from the Company at the previously announced price
of $12.00 per share.  Moody's understand Team Health intends to
use the additional net proceeds of approximately $22.5 million to
redeem approximately $20.6 million of its outstanding subordinated
notes.  The additional redemption is expected to be consummated on
February 12, 2010.

The change in the capital structure resulting from the reduction
in subordinated debt limited the upward movement in the ratings of
the senior secured debt.  In accordance with the application of
Moody's Loss Given Default Methodology, the rating of the senior
secured credit facility and the CFR converge as the senior debt
becomes the predominant instrument in the capital structure.

These ratings have been upgraded:

* Corporate Family Rating, to B1 from B2

* Probability of Default Rating, to B1 from B2

* Senior subordinated notes due 2013, to B3 (LGD6, 94%) from Caa1
  (LGD5, 88%)

These ratings have been confirmed/LGD assessments revised:

* Senior secured revolving credit facility, to B1 (LGD3, 45%) from
  B1 (LGD3, 34%)

* Senior secured term loan due 2012, to B1 (LGD3, 45%) from B1
  (LGD3, 34%)

The Speculative Grade Liquidity Rating was affirmed at SGL-1.

Moody's last rating action was on December 21, 2009, when the
ratings were placed on review for possible upgrade.

Team Health, a subsidiary of Team Finance, based in Knoxville, TN,
is a leading provider of physician staffing and administrative
services to hospitals and other healthcare providers in the US.
For the twelve months ended September 30, 2009, Team Health
recognized net revenue less a provision for uncollectibles of
approximately $1.4 billion.


TRIBUNE CO: Gets Nod for Heast Corp. Settlement
-----------------------------------------------
Debtors Tribune Company, Southern Connecticut Newspapers, Inc.,
and Tribune License, Inc., obtained, without any opposition,
approval of a final reconciliation and adjustment of working
capital and related amounts with Hearst Danbury Holdings, LLC, The
Hearst Corporation and Hearst Soco Newspapers, LLC.

On November 1, 2007, Tribune Company, Southern Connecticut
Newspapers, Inc., and Tribune License, Inc., closed a sale of
substantially all of the assets of SCNI on a going-concern basis
to Hearst Danbury Holdings, LLC, The Hearst Corporation and Hearst
Soco Newspapers, LLC, for approximately $62.4 million pursuant to
an Asset Purchase Agreement dated as of October 24, 2007.
Pursuant to the APA, the Buyer acquired good, marketable title in
the Purchased Assets, including all accounts receivable generated
by the business.  The APA also included certain post-closing
features including working capital adjustment provision, a
severance benefit payment provision in respect of terminated
employees, and a Transition Services Agreement, whereby SCNI
agreed to provide certain "back office" and administrative
services to the Buyer for a period of time after the closing.

The APA's post-closing working capital adjustment terms provided
that within 90 days from the Closing Date, the Buyer was to
deliver to Tribune its determination of the Working Capital Amount
for the purpose of calculating the final purchase price
adjustment.  In February 2008, the Buyer delivered that
determination to Tribune but Tribune did not agree with the
Buyer's working capital calculation and purchase price adjustment.
Over the ensuing months, the Parties worked to negotiate a
tentative agreement on the working capital and purchase price
adjustment, including offsets for amounts due to Tribune that had
been "swept" by the Buyer post-closing and other amounts that they
Buyer paid on behalf of Tribune for pre-closing expenses, but this
agreement was not finalized pending the Buyer's verification of
certain of the amounts.

In addition to the working capital and other adjustments, another
post-closing reconciliation matter concerned the APA's employee
severance benefit provision, which required the Buyer to reimburse
Tribune for certain severance benefits and related costs paid with
respect to certain employees of the business in excess of $1.4
million.  During the post-closing period, Tribune paid severance
benefits in excess of the Base Severance Cap, resulting in a total
reimbursement obligation of the Buyer to Tribune of $465,813,
including $70,921 in postpetition payments processed by Tribune on
behalf of the Buyer and pursuant to the Buyer's reimbursement
obligation.

The Parties also entered into the TSA whereby SCNI agreed to
provide certain post-closing services to be reimbursed by the
Buyer, including cash management and administrative functions
until that time as the Buyer fully established its own
capabilities or until termination of the service period as
specified in the TSA.  The services performed by SCNI for the
Buyer included payroll services, accounting, accounts payable and
general ledger functions, cash management, benefit plans and
programs, Internet publication and Web site services and newspaper
printing services.  SCNI provided these transition services to the
Buyer at cost.  Based on the last transition services invoice
dated as of August 2008, the Buyer owes $213,636 under the TSA.

Following intermittent discussion, in October 2009, Tribune and
the Buyer resumed efforts to finally reconcile and resolve all
amounts owed by and among the Parties pursuant to the APA,
including the working capital adjustment, purchase price
adjustments, severance payments paid by Tribune in excess of the
Base Severance Cap and outstanding amounts owed by the Buyer under
the TSA.  The Parties have now reconciled and resolved all post-
closing adjustments resulting in the Buyer owing a balance of
$465,150.

The Debtors intend to recoup the balance owed from the Buyer by
offsetting certain funds in the Debtors' possession that belong to
the Buyer.  Specifically, in accordance with the TSA, the Debtors
have administered on behalf of the Buyer that certain SCNI lockbox
depository account held at Bank of America, N.A.  The Lockbox
Account historically received and continues to receive advertising
receipts that are the property of the Buyer under the terms of the
APA, but which the Buyer has yet to transition to a lockbox
account in its name.  Accordingly, while this account is titled in
the name of SCNI, the funds belong solely to the Buyer.  The
balance in the Lockbox Account is approximately $1.4 million.

The Parties have agreed that, upon Bankruptcy Court approval, the
Debtors will release to the Buyer its funds in the Lockbox Account
net of the amounts due to the Debtors from the Buyer of $465,150.
Hence, the remaining balance of approximately $969,000 will be
released to the Buyer, with the Debtors' offset against the
Buyer's funds in the Lockbox Account and the release to the Buyer
of the Net Buyer Funds constituting the full and final
reconciliation and adjustment of post-closing amounts due between
the Parties and the satisfaction of all remaining obligations of
the Parties under the APA.  The Debtors will thereafter promptly
close the Lockbox Account following completion of the offset and
release of the Net Buyer Funds.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIBUNE CO: MIP Component to Incentive Plan Approved
----------------------------------------------------
Bankruptcy Judge Kevin Carey authorized Tribune Co. and its units
to implement the 2009 MIP Component of the 2009 Management
Incentive Plan for all participants in the MIP, including, without
limitation the Debtors' Top 10 executives, including an aggregate
payout not to exceed $45.6 million.  Judge Carey did not yet rule
on two remaining incentive programs -- the Transition MIP and Key
Operators Bonus components of the Plan.

Prior to the entry of the Court's order, the Debtors related in a
certification of counsel that given that the 2009 performance
period is now complete, they would be willing to have the Court
bifurcate its decision on the 2009 MIP and separately rule on the
2009 annual MIP for all MIP participants, if the Court is amenable
to doing so.  According to the Debtors, awards under the annual
MIP historically are made during the February following the end of
the performance period.  The Debtors therefore are revising their
position from their September 28, 2009 letter in the hopes of
accommodating the expectations of the MIP participants who
historically receive any MIP payment for their prior-year
performance during February.

The Debtors requested that the Court's decision on the Plan would
allow them to receive the Court's ruling on the 2009 Annual MIP
prior to the traditional February payment date, while the Court
separately considers its ruling on the Transition MIP and Key
Operators Bonus programs as a whole.

The Official Committee of Unsecured Creditors and the Steering
Committee of the Debtors' senior lenders did object to the
requested bifurcation.  The Washington-Baltimore Newspaper Guild
and the Office of the United States Trustee took no position on
the bifurcation request.

                      Objections Overruled

Judge Carey overruled the Guild and the U.S. Trustee's objections
to the implementation of the MIP.

The Guild said it continues to object to all three components of
the Plan, including the 2009 MIP.  The Guild asserted that the
Debtors seek to portray the MIP as nothing more than an "annual"
MIP, but it is evident, based on the record before the Court, that
the only aspect of this MIP that is "annual" is the fact that at
least since 1997 there has been a MIP each year.

"The MIP is excessive by any measure," Christopher P. Simon, Esq.,
at Cross & Simon, LLC, in Wilmington, Delaware, said.  "It is not
an ordinary course transaction within the meaning of Section
363(c)(1) of the Bankruptcy Code, fails to meet the sound business
judgment test and is not justified by the facts and circumstances
of this case," he added.

Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, maintained
that her position with respect to the 2009 MIP has not changed and
she continues to object to all three 2009 bonus plans described in
the Motion.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIBUNE CO: Wilmington Trust Wants Access to Documents
------------------------------------------------------
The Bankruptcy Court, on December 15, 2009, entered an order
establishing a document depository that arranged for a central
location in which the Debtors would maintain and store certain
discovery produced by various parties to the Official Committee of
Unsecured Creditors relating to the 2007 leveraged buyout
transaction.

Numerous parties have produced documents to the Depository but one
producing party, Merrill Lynch Capital Corporation, informally
objected to Wilmington Trust Company's having access to the
documents Merrill produced.

Wilmington Trust asserts that it has not been provided with reason
for Merrill's objection.

Jennifer R. Hoover, Esq., at Benesch, Friedlander, Coplan &
Aronoff LLP, in Wilmington, Delaware, asserts that because
Wilmington Trust is (i) compliant with the procedures set forth by
the Court to inspect documents in the Depository; (ii) a member of
the Committee; and (iii) a party-in-interest, the Court should
direct that Merrill give access to its documents in the Depository
to Wilmington Trust.

By this motion, Wilmington trust asks the Court to direct Merrill
Lynch to permit it to access to the documents in the depository
that have been or will be produced by Merrill.

Subsequent to the filing of its request, Wilmington Trust tells
the Court that Merrill Lynch has withdrawn its objection to its
access to the documents in the Document Depository.  Accordingly,
Wilmington Trust withdrew its Motion without prejudice.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIBUNE CO: Wilmington Trust Wants Chapter 11 Examiner
------------------------------------------------------
Pursuant to Sections 1104(c)(1) and (2) of the Bankruptcy Code,
Wilmington Trust Company, successor Indenture Trustee for the
Exchangeable Subordinated Debentures due 2029 in the aggregate
principal amount of $1.2 billion or the "PHONES" issued in April
1999 by Debtor Tribune Company, seeks an order from Judge Kevin
Carey of the U.S. Bankruptcy Court for the District of Delaware
directing the appointment of an examiner in the Debtors' Chapter
11 cases.

Wilmington Trust, a member of the Official Committee of Unsecured
Creditors, relates to the Court that it has learned that the
Debtors' estates hold very significant causes of action against
multiple prospective defendants, including current and former
members of the Committee, arising from Tribune's 2007 leveraged
buy-out transaction.  According to Wilmington Trust, those causes
of action include, but are not limited to, claims for fraudulent
conveyance, breach of fiduciary duty and equitable subordination.

To recall, on April 1, 2007, the Board of Directors of Tribune
approved a complex LBO transaction orchestrated by Chicago-based
real estate investor, Samuel Zell, who was appointed Chief
Executive Officer and Chairman of the Board on December that year.
The LBO, according to Wilmington, proposed a strange cure for the
adverse business environment for media companies: taking on
enormous debt.  As implemented, the LBO left Tribune saddled with
an incremental $9 billion dollars in additional debt.

The funding for the LBO was provided by J.P. Morgan Chase, N.A.;
Merrill Lynch & Co.; Citicorp North America, Inc.; Bank of
America, N.A.; and Barclays Bank, PLC.

"The risk of this transaction largely fell on the shoulders of
the existing bondholders, who found themselves swamped by
$11.8 billion in structurally senior bank debt" says Jennifer R.
Hoover, Esq., at Benesch, Friedlander, Coplan & Aronoff LLP, in
Wilmington, Delaware, counsel for Wilmington Trust.  The Pre-LBO
Bondholders are owed some $2.4 billion under issuances from the
1990s, including more than $900 million held by the PHONES, she
adds.

In addition to the enormous interest rate burden, conservatively
estimated at $332 million dollars annually, Tribune found itself
battered by economic headwinds that ravaged its core media
businesses, Ms. Hoover maintains.  Tribune's financial condition
promptly deteriorated following the LBO with operating cash flow
fell 33% and core advertising revenues plummeted 18%, Ms. Hoover
recalls.

Against this backdrop, the Debtors filed for bankruptcy, driven
into Chapter 11 by the sheer magnitude of their LBO Debt.  Absent
the LBO Debt, Wilmington asserts, the Debtors would not be in
bankruptcy.  The Debtors continue to run a business that, albeit
hobbled, promises to continue to play a meaningful role in the
lives of the American media consumer.  Ms. Hoover avers that the
prospects for the Debtors' unsecured creditors, and particularly
its Pre-LBO Bondholders, including the PHONES, are bleak.

As a fiduciary for a large portion of Pre-LBO creditors,
Wilmington Trust requests the appointment of an examiner to
protect the interests of the PHONES holders and other parties-in-
interest regarding claims arising out of the LBO.

"The Court should appoint an examiner for the limited purpose of
investigating the LBO and those claims arising therefrom that may
be brought against the Debtors and others," Ms. Hoover asserts.
"Such an appointment is necessary to preserve the integrity of the
Chapter 11 process in this matter because certain members of the
Committee have disabling conflicts and/or no financial incentive
to pursue causes of action against the Debtors, their lenders, and
advisors," she adds.  "Furthermore, even if the Committee seeks or
obtains authority to pursue the causes of action, because of those
disabling conflicts, an examiner is still necessary to make
certain that the claims are pursued vigorously and not settled
cheaply, without a thorough airing", Ms. Hoover maintains.

Wilmington Trust asserts that the appointment of an examiner with
the limited authority is the only fully independent procedure
available to ensure that appropriate legal claims are pursued
against the Debtors, and their lenders and advisors, and to
mitigate conflicts of interest and economic disincentives of
certain members of the Committee, and conflicts of interest of
certain of the Committee's counsel.

Robert J. Stark, Esq., at Brown Rudnick LLP, in Wilmington
Delaware, in support of Wilmington's request, submitted with the
Court a declaration with attached documents in connection with the
Motion.  The documents include:

  * a copy of the Answer to the Complaint and Third-Party
    Complaint by Citicorp North America, Inc., in its Capacity
    as Administrative Agent for the First Lien Term Loan in In
    re Tousa, Inc., Case No. 08-01435 (Bankr. S.D. Fla. Aug. 13,
    2008).

  * a copy of the Memorandum and Order regarding Defendants'
    Motion to Dismiss, dated Dec. 17, 2009 in Neil v. Zell, No.
    1:08-cv-06833.

  * a copy of the February 2008 edition of the Tribune News
    Special ESOP Edition.

  * a copy of the article by Cynthia Koons and Michael Aneiro,
    Buyouts Batter Debt Ratings -- First Data, Tribune Are
    Downgraded Amid Risk Worries, Wall Street Journal, April 3,
    2007.

  * a copy of the McGraw Hill Companies, Inc./S&P
    Press Release, April 20, 2007.

                    February 18 Hearing

Judge Carey ordered that the Motion be heard on February 18, 2010.
Objection deadline is on February 11.

The ruling came after the Debtors and Committee objected to
Wilmington Trust's request to have the Examiner Motion heard on
January 27.

The Debtors and the Committee asserted that the hearing on the
Examiner Motion should be subject to the full notice period and be
calendared for the omnibus hearing on February 18, 2010.
According to the Debtors, the appointment of an examiner can
materially alter the course of a Chapter 11 case thus, all
constituencies should have a full opportunity to present and
consider the evidence and arguments for and against the Examiner
Motion.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIDENT RESOURCES: Has $200 Million Rights Offering
---------------------------------------------------
Bill Rochelle at Bloomberg News reports that Trident Resources
Corp., will propose a reorganization plan to courts in the U.S.
and Canada financed by a backstopped $200 million rights offering
for 60% of the new common stock.

According to the report, the backstop agreement, worked out with
holders of 90% to 95% of the 2006 and 2007 credit facilities, will
be up for approval at a Feb. 18 hearing before the U.S. Bankruptcy
Court in Delaware.  The agreement must also be approved by the
judge in Canada.

Mr. Rochelle relates that under the Plan, funded debt will drop to
$400 million from $1.2 billion. The transaction is based on an
assumed enterprise value of $735 million for the reorganized
Trident.  The Plan would have creditors under the 2006 credit
agreement receiving 40% of the new stock plus the right to
purchase $150 million of stock in the rights offering.  Holders of
the 2007 credit would be entitled to purchase $50 million of stock
in the offering.  The term sheet says that the treatment of
unsecured claims is yet to be worked out, although deficiency
claims under the 2006 and 2007 credits won't be treated as general
unsecured claims.

According to the Bloomberg report, there will be an opportunity
for competitive bidding if anyone has a better proposal for
reorganizing Trident.  The auction is tentatively scheduled for
June 7.

                      About Trident Resources

Calgary, Alberta-based Trident Resources Corp. operates a natural
gas exploration and development company.  The Company and its
affiliates filed for Chapter 11 on Sept. 8, 2009 (Bankr. D. Del.
Case Nos. 09-13150 to 09-13154).  Trident Exploration Corp. and
certain of TEC's Canadian subsidiaries filed an application with
the Court of Queen's Bench of Alberta, Judicial District of
Calgary, under the Companies' Creditors Arrangement Act (Canada).

Trident on December 3, 2009, obtained an extension from the
Canadian Court of the "stay period" in its Canadian proceedings
until January 15, 2010, to allow the Debtors to focus on their
restructuring efforts.

In their petition, the Debtors listed $10,000,001 to $50,000,000
in assets and $500,000,001 to $1,000,000,000 in debts.  As of
October 31, 2009, the Debtors had $374,484,559 in total assets
against $612,233,705 in total liabilities.


TRISTAR USA: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Tristar USA of Louisiana, Inc.
        13345 West Main Street
        LaRose, LA 70373

Bankruptcy Case No.: 10-10294

Chapter 11 Petition Date: February 2, 2010

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtor's Counsel: Emile L. Turner, Jr., Esq.
                  424 Gravier Street
                  New Orleans, LA 70130
                  Tel: (504) 586-9120
                  Email: eltjr01@bellsouth.net

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

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

A list of the Company's 4 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/laeb10-10294.pdf

The petition was signed by Rodney C. Whitney Sr., president of the
company.


UNIPROP MANUFACTURED: Completes Sale of Old Dutch Farms Property
----------------------------------------------------------------
Uniprop Manufactured Housing Communities Income Fund has closed on
the sale of its Old Dutch Farms property with net proceeds of
$2.1 million.  This property was the last of the properties owned
by the Fund.  While the Fund has no remaining debt, it does have
an obligation to pay to the General Partner the Contingent
Purchase price of $1,160,000 and a disposition fee of 3% of the
Gross Sales Price of Aztec Estates and Old Dutch Farms which were
$15.75 million and $2.2 million, respectively.

The Fund also successfully appealed the prior three years of tax
assessments on Old Dutch Farms.  This refund will occur in the
next few months and is estimated to be $150,000 net of costs.  A
tax appeal for Aztec Estates remains in process.

Once the remaining business activities are completed, the Fund
intends to wind-up its affairs, make a final distribution, file
its final tax return in 2010 and dissolve.

                    About Uniprop Manufactured

Uniprop Manufactured Housing Communities Income Fund, in
Birmingham, Michigan, was originally formed to acquire, maintain,
operate and ultimately dispose of income producing residential
real properties consisting of four manufactured housing
communities.

In 1986, Uniprop acquired Aztec Estates, a 645-site manufactured
housing community in Margate, Florida and Kings Manor, a 314-site
manufactured housing community in Ft. Lauderdale, Florida.
Uniprop acquired Old Dutch Farms, a 293-site manufactured housing
community in Novi, Michigan.  It also acquired The Park of the
Four Seasons, a 572-site manufactured housing community in Blaine,
Minnesota.

Uniprop operates the Properties as manufactured housing
communities with the primary investment objectives of: (1)
providing cash from operations to investors; (2) obtaining capital
appreciation; and (3) preserving capital of the Partnership. There
can be no assurance that such objectives can continue to be
achieved. During the fourth quarter of 2007, operations at Aztec
Estates were discontinued, the property was rezoned and the
property is currently being marketed for sale as more fully
described below.

At September 30, 2008, the Fund had $10,532,555 in total assets
and $15,560,134 in total liabilities.


UNITED SITE: S&P Withdraws 'SD' As Debt Exchange Completed
----------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
ratings on portable restroom renter United Site Services Inc. at
the issuer's request.

S&P lowered the corporate credit and senior secured term loan
ratings last month to 'SD' and 'D', respectively, upon the
company's announcement that a debt-for-equity exchange was
completed.


UNO RESTAURANT: Wants DIP Financing & Cash Collateral Use
---------------------------------------------------------
Uno Restaurant Holdings Corp., et al., seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to
obtain postpetition secured financing from a syndicate of lenders
led by Wells Fargo Capital Finance, Inc., as arranger and
administrative agent.

The DIP lenders have committed to provide (a) up to
$25,000,000 in aggregate maximum principal amount of revolving
commitments, including letter of credit and swingline loan
commitments, with a sublimit for letters of credit of $20,000,000,
and (b) up to $27,000,000 in aggregate principal amount of term
loan commitments.

Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, the
attorney for the Debtors, explain that the Debtors need the money
for: (1) payment in full of the Prepetition Obligations,
(2) working capital, letters of credit, and other general
corporate purposes, (3) permitted payment of costs of
administration of the cases, (4) payment of fees and expenses due
under the DIP Facility, (5) payment of any authorized Adequate
Protection Payments, and (6) payment of such prepetition expenses,
in addition to the Prepetition Obligations permitted to be so paid
in accordance with the consents required under the DIP Documents,
and as approved by the Court.

The DIP facility will mature (a) either (i) the date that is six
months after the commencement date of these Chapter 11 cases of
the Chapter 11 cases, or (ii) subject to the satisfaction of the
Extension Conditions, the date that is 9 months after the Filing
Date, (b) the effective date with respect to any joint plan of
reorganization, and (c) the date a sale of all or substantially
all of the DIP Borrowers' assets is consummated under Section 363
of the U.S. Bankruptcy Code.

Revolving loans under the DIP Agreement will bear interest at a
per annum rate equal to the LIBOR Rate plus the applicable margin.
The Term Loan will bear interest at a per annum rate equal to
15.00%.  For purposes of the DIP Agreement, the term "Applicable
Margin" means 5.50% per annum with respect to LIBOR Rate Loans,
with a LIBOR floor of 3%.

The DIP Lenders will receive first priority perfected liens and
security interests, with priority over all liens and security
interests in or against the Debtors' property and assets, subject
only to certain liens otherwise permitted by the Prepetition
Facility (the "DIP Liens").

The Debtors are required to:

     a. file a plan of reorganization and related disclosure
        statement by February 25, 2010;

     b. obtain court approval for disclosure statement by May 1,
        2010;

     c. obtain the Court's confirmation of the Plan by June 15,
        2010; and

     d. have the Plan implemented by July 15, 2010.

The Debtors also seek authority from the Court to use the cash
collateral securing their obligation to their prepetition lenders.
Mr. Smolinsky explains that the Debtors need the money to fund
their Chapter 11 case, pay suppliers and other parties.  Mr.
Smolinsky says that the Debtors will also use, pursuant to a
budget, the cash collateral to provide additional liquidity,

In exchange for using the cash collateral, the Debtors propose to
grant:

     a. the prepetition lenders: (a) the Credit Facility
        Adequate Protection Liens; (b) the Credit Facility
        Superpriority Claims; and (c) the Credit Facility Adequate
        Protection Payments; and

     b. the Noteholders: (a) the Indenture Adequate Protection
        Liens; (b) the Indenture Superpriority Claims; and (c) the
        Indenture Adequate Protection Payments.

The Prepetition Lenders and the Noteholders will hold claims
entitled to super-priority administrative status, with priority in
payment over any and all other administrative expenses in the
bankruptcy cases.

A copy of the DIP financing agreement and the budget is available
for free at:

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

The Debtors are asking for a February 10, 2010 final hearing at
2:00 p.m.

The Agent is represented by Bingham McCutchen LLP.

                       About Uno Restaurant

Boston, Massachusetts-based Uno Restaurant Holdings Corporation --
http://www.unos.com/-- includes 179 company-owned and franchised
full-service Uno Chicago Grill units located in 28 states, the
District of Columbia, Puerto Rico, South Korea, the United Arab
Emirates, Honduras, Kuwait, and Saudi Arabia.  The company also
operates a fast casual concept called Uno Due Go(R), a quick serve
concept called Uno Express, and a consumer foods division which
supplies airlines, movie theaters, hotels, airports, travel
plazas, schools and supermarkets with both frozen and refrigerated
private-label foods and branded Uno products.

The Company and 152 affiliates filed for Chapter 11 bankruptcy
protection on January 20, 2010 (Bankr. S.D.N.Y. Lead Case No.
10-10209).  The Company listed $100,000,001 to $500,000,000 in
assets and $100,000,001 to $500,000,000 in liabilities.


UNISYS CORP: Sells Check and Cash Automation Equipment Business
---------------------------------------------------------------
Unisys Corporation on Wednesday said it has sold its check and
cash automation equipment and related U.S. maintenance, printer
and direct supply business to a new company formed by Marlin
Equity Partners, a California-based private investment firm.  The
new company has been named Burroughs Payment Systems, Inc.

The sale includes the manufacturing and office facility located in
Plymouth, Michigan.

Terms of the transaction were not disclosed.

                           About Unisys

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

At September 30, 2009, the Company had total assets of
$2.741 billion against total current liabilities of
$1.305 billion, long-term debt of $845.0 million, long-term
postretirement liabilities of $1.410 billion, and other long-term
liabilities of $325.4 million, resulting in stockholders' deficit
of $1.145 billion.


UNISYS CORP: Unit Wins Contract with Mexican Government
-------------------------------------------------------
Unisys Corporation said Wednesday its Mexican subsidiary has been
awarded a contract by the Secretaria de Gobernacion/Registro
Nacional de Poblacion (Mexican Ministry of Internal
Affairs/National Citizen Registry) to create and manage an
advanced citizen identification solution using biometric
technologies.  The project would create a database with iris,
fingerprint and facial biometric data on up to 110 million Mexican
citizens that would be utilized as part of the Mexican
government's larger national ID card project.

The contract, awarded to a consortium comprised of Unisys and
Mexican communications company AXTEL, is worth approximately $50
million over three years, with approximately $32 million of the
contract value expected to go to Unisys. Unisys will integrate the
solution, provide the IT infrastructure and manage the data center
hosting the solution. AXTEL will provide communications services
as well as the data center facility and the service operations
center.

"To more accurately identity and detect fraud, the Unisys solution
includes iris capture and matching, as well as multimodal fusion
incorporating three biometrics," said Terry Hartmann, vice
president of Identity Solutions, Unisys.

The Unisys solution will be based on the proven Unisys LEIDA
(Library of eID Artifacts software) framework, which creates
building blocks for identity and credentialing solutions to
accelerate development and reduce implementation time.

Unisys will also provide applications outsourcing services to help
keep the identity and credentialing solution updated and running
correctly.

"This contract will allow the government of Mexico to benefit from
Unisys longstanding experience providing integrated biometric
credentialing solutions in countries such as the United States,
Malaysia, Australia, Canada, South Africa, Angola, Chile, Costa
Rica and Spain," said Guillermo Bocanegra, vice president and
managing partner for Unisys in Latin America.

                           About Unisys

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

At September 30, 2009, the Company had total assets of
$2.741 billion against total current liabilities of
$1.305 billion, long-term debt of $845.0 million, long-term
postretirement liabilities of $1.410 billion, and other long-term
liabilities of $325.4 million, resulting in stockholders' deficit
of $1.145 billion.


VERENIUM BIOFUELS: Inks Amended License Agreement With BP Biofuels
------------------------------------------------------------------
Verenium Biofuels Corporation said it entered into an amendment of
the existing Joint Development and License Agreement with BP
Biofuels North America LLC dated Aug. 6, 2008, focused on the
development and commercialization of cellulosic ethanol
technologies.

The principal purpose of first amendment agreement was to extend
the term of the original 18-month joint development program by one
month, to March 1, 2010.  The financial terms of the amendment
include a cash payment of $2.5 million to Verenium Biofuels by BP
on Feb. 5, 2010, for the continued performance of Verenium's
obligations under the joint development program during the
extended term.

Verenium Biofuels and BP also became parties to an amended and
Restated Limited Liability Company Operating Agreement whereby
they each own a 50% interest in a limited liability company,
Highlands Ethanol LLC, that serves as a commercial entity for the
deployment of cellulosic ethanol technology being developed and
proven pursuant to the Joint Development and License Agreement
referenced above.

A copy of ameded Joint Development and License Agreement is
available for free at http://ResearchArchives.com/t/s?5009

                         About Verenium

Based in Cambridge, Mass., Verenium Corporation (NASDAQ: VRNM)
-- http://www.verenium.com/-- is a leader in the development and
commercialization of cellulosic ethanol, an environmentally-
friendly and renewable transportation fuel, as well as high-
performance specialty enzymes for applications within the
biofuels, industrial, and animal health markets.

                 Going Concern/Bankruptcy Warning

The Company has incurred a net loss of $18.9 million for the nine
months ended September 30, 2009, and has an accumulated deficit of
$632.5 million as of September 30, 2009.

Based on the Company's current operating plan, which includes
payments to be received by the Company or its consolidated
entities from BP relating to the first and second phases of the
strategic partnership, as well as proceeds from the Company's
recent equity financing, the Company says its existing working
capital may not be sufficient to meet the cash requirements to
fund the Company's planned operating expenses, capital
expenditures, required and potential payments under the 2007
Notes, the 2008 Notes, and the 2009 Notes, and working capital
requirements through 2010 without additional sources of cash
and/or the deferral, reduction or elimination of significant
planned expenditures.  These factors raise substantial doubt about
the Company's ability to continue as a going concern.

The Company adds that while it believes that it will be successful
in raising or generating additional cash through a combination of
corporate partnerships and collaborations, federal, state and
local grant funding, selling or financing assets, incremental
product sales and the additional sale of equity or debt
securities, if it is unsuccessful in raising additional capital
from any of these sources, it may need to defer, reduce or
eliminate certain planned expenditures, restructure or
significantly curtail its operations, file for bankruptcy or cease
operations.


VISTEON CORP: Exploring Alternative Plan Structures
---------------------------------------------------
Visteon Corporation and its debtor affiliates delivered to the
U.S. Bankruptcy Court for the District of Delaware a status
report in January 2010 to provide a general update on the status
of their reorganization efforts.

The Debtors aver that from the outset of their cases, they have
attempted to balance the need to deleverage their balance sheet,
address legacy costs, and exit bankruptcy as quickly as possible
with an overarching desire to achieve consensus among their
stakeholders.

Deleveraging of the Debtors' balance sheet is critical to their
go-forward business so that their customers will be assured that
they will be a reliable and stable partner for the multiyear
vehicle platforms and programs that are the lifeblood of the OEM
or supplier relationship, according to Mark M. Billion, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware.
Consensus between key stakeholders, he asserts, is also critical
because a protracted and litigious stay in bankruptcy could
destroy the Debtors' value and inject substantial additional
risk, time, and expense into the process of returning the Debtors
to financial health.

Against this backdrop, the Debtors noted that they devoted the
first few months of their cases to stabilizing their business,
assessing their worldwide businesses from the bottom up,
executing a substantial operational restructuring and developing
a realistic business plan.

"By all accounts, Visteon has performed well in bankruptcy and
has exceeded its forecasted EBITDA and liquidity goals by a
considerable margin," Mr. Billion tells the Court.  "Indeed, all
major constituencies seem to agree [that] Visteon has skillfully
managed its businesses through the chapter 11 process to date and
has kept information and communication flowing freely
throughout," he states.

However, Mr. Billion notes, the Debtors are burdened with an
unsustainable debt load.  Nevertheless, he maintains that
although there is considerable disagreement as to the appropriate
amount of debt that the Debtors could or should sustain post-
emergence, the need for deep deleveraging is not seriously in
question.  Deleveraging requires the elimination of all unsecured
bond debt and most of secured term loan debt.  Mr. Billion avers
that there are only two ways to eliminate the term loan debt or a
portion of it from the Debtors' post-reorganization balance
sheet:

  (1) The conversion of term loan debt, which is secured by
      the Debtors' most valuable assets, to equity, which would
      indisputably require the consent of the term lender class
      under a plan; or

  (2) Paydown of some or all of the term loan debt through an
      infusion of equity capital.

Mr. Billion maintains that because swapping old debt for new debt
will not lighten the Debtors' debt load, any new money investment
to retire the term loan debt cannot be reflected as new secured
financing or unsecured notes to be paid by the Debtors post-
emergence; rather any new capital infusion must be in
consideration of the receipt of equity in the reorganized
Debtors.

The Debtors were unambiguous in expressing their views (i) that
as a business matter, they needed to demonstrate progress in
their Chapter 11 cases by filing a plan before the end of 2009,
and (ii) that a significant loss of customer confidence would be
the consequences of further delay.  Accordingly, even with the
lack of any discernable progress toward the procurement of
capital to support anything other than a conversion of the term
loan from debt to equity, the Debtors moved forward with the
filing of a plan of reorganization on December 17, 2009.  The
proposed Plan:

  (a) is predicated on a termination of three of Visteon's four
      pension plans to ensure the equalization of the term
      lenders' secured debt; and

  (b) splits the equity interest in the reorganized Debtors
      between the term lenders, approximately 96%, and the
      Pension Benefit Guaranty Corporation, approximately 4%,
      on account of its controlled group underfunding claim,
      which is structurally superior to the claims of other
      unsecured creditors.

The Debtors aver that they filed a plan that reflected the facts
that existed at the time of the plan filing, but made clear that
they are entirely receptive to new facts that may arise that
would support a more inclusive outcome for more constituents.

The December 17 plan filing appears to "have had a galvanizing
effect," Mr. Billion subsequently notes.  The prospect of no
recovery for bondholders, the freshening of the capital markets,
and signs of life in the automotive sector have apparently
precipitated major institutions, who are considerable Visteon
bondholders, to reach out to the Debtors and the Official
Committee of Unsecured Creditors to discuss the possibility of
entering into a backstopped rights offering to raise junior
capital, he discloses:

  -- The Debtors recently executed confidentiality agreements
     with parties, who have expressed interest in providing a
     capital infusion in the form of equity or exit financing.

  -- Certain parties have indicated that they would be able to
     raise large sums of capital and commitment letters and, on
     January 19, 2010, one party provided the Debtors with plan
     and rights offering term sheets, which the Debtors are in
     the process of reviewing.  In general, the alternative plan
     structure involves pay down of a portion of the term loan
     debt and reinstatement of the balance.  However, many
     questions beyond the threshold question of whether the
     funding will actually materialize need to be explored, Mr.
     Billion notes, including (i) whether the alternative plan
     would leave too much debt on the Debtors' books, (ii)
     whether reinstatement of any unpaid term debt is legally
     available, and (iii) whether issues between participating
     and non-participating bondholders can be resolved so that
     the necessary votes for plan acceptance can be obtained.

The Debtors aver that they remain committed to achieving a
consensual plan if at all possible, and that they fully recognize
that the filed plan does not currently fit that description.  The
Debtors further understand that the filed Plan would result in
substantial litigation on valuation and other issues.

At the same time, the Debtors believe the filed plan is entirely
confirmable and that it is duty bound to proceed to confirmation
in the absence of a viable alternative.

The Debtors have, in agreement with the Creditors Committee and
the term lenders, adjourned the hearing on the proposed
disclosure statement until February 18, 2010, to allow time to
further explore alternative plan structures.

In conjunction with the adjourned hearing, the  Creditors
Committee has constructively agreed to postpone the consideration
of its Rule 2004 motions on the Debtors, and withdraw without
prejudice its Rule 2004 motions against Halla-Climate Control, a
key Visteon non-debtor affiliate, and Hyundai-Kia, a key
customer.  Additionally, both the Creditors Committee and the
Term Lenders helpfully agreed to postpone any disputes regarding
exclusivity to February 18 and have each agreed to support the
Debtors' maintenance of exclusivity until February 18.

The Debtors expect to file another motion to further extend their
exclusivity periods, which will be scheduled for hearing at the
February 18, 2010 omnibus hearing.

In the meantime, the Debtors relate that they hope the next
several weeks will prove to be productive for their restructuring
efforts.

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Has Access to Cash Collateral Until February 18
-------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware entered his Tenth Supplemental Interim Order
authorizing Visteon Corporation and its debtor affiliates to
further use of the cash collateral.

Judge Sontchi held that good cause has been shown for the
issuance of the Tenth Supplemental Interim Order because the
Debtors do not have available sources of working capital and
financing to carry on the operation of their businesses.

"The Debtors have an immediate need to use the Cash Collateral to
enable them to, among other things, continue the operation of
their businesses in an orderly manner, maintain business
relationships with customers, suppliers and vendors, make
payroll, make capital expenditures and satisfy other working
capital and operational needs," Judge Sontchi held.

The Debtors are authorized, through February 18, 2010, or at a
date by which an event of default has occurred, to:

  (a) use the Cash Collateral generated from the operation of
      their businesses in the ordinary course through the
      collection of accounts receivable and the proceeds of
      other Prepetition ABL Collateral;

  (b) use the Cash Collateral in the Collateral Accounts;

  (c) use up to $20,000,000 of Cash Collateral in accordance
      with the Currency Contracts Order to provide credit
      support under the Currency Contracts; and

  (d) use up to $40,000,000 of Cash Collateral for the purposes
      of securing DIP Letter of Credit Obligations.

The Debtors' use of the Cash Collateral will be subject to
compliance of a prepared budget, a copy of which is available for
free at http://bankrupt.com/misc/Visteon_Feb18Budget.pdf

A full-text copy of the Tenth Supplemental Interim Cash
Collateral Order is available for free at:

       http://bankrupt.com/misc/Visteon_10thSuppCashOrd.pdf

A further hearing on the Cash Collateral Use will be held on
February 18, 2010, at 10:00 a.m.

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: More Retirees Oppose Transfer of Pension to PBGC
--------------------------------------------------------------
Forty retirees, for the period from Jan. 15 through Feb. 1, 2010,
filed with the Court separate letters opposing the Debtors'
intention to transfer their pension liabilities to the Pension
Benefit Guaranty Corporation.

Meanwhile, more than 3,000 former Visteon workers have formed an
action group to fight for what they believe they are entitled to,
Yellow Advertiser reported.  According to the report, the former
employees are fighting for full pensions.

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Pension Plan Participants Appointed to Committee
--------------------------------------------------------------
At the conclusion of the status conference held last January 21,
2010, Judge Sontchi entered a bench ruling with respect to the
appointment of an official committee of pension plan
participants.  The Bankruptcy Court specifically directed the
Office of the United States Trustee to appoint one or more
Pension Plan Participants to the Official Committee of Unsecured
Creditors, or appoint a separate official committee to be
comprised of Pension Plan Participants.

The Committee submitted to the Court a proposed form of order,
reflecting the Court's bench ruling.  Judge Sontchi signed the
Proposed Order on January 26, 2010.

             IUE-CWA & US Trustee Support Request,
             Debtors Say Appointment Not Necessary

Before the Court entered its ruling, the IUE-CWA, the Industrial
Division of the Communications Workers of America, AFL-CIO, CLC,
delivered to the Court, on January 20, 2010, a statement in
support of the appointment of an official committee of
participants in the Visteon Systems C&B Plan, Caribbean Plan and
Visteon Pension Plan Benefit Plans.  The IUE-CWA insisted that
the appointment of an official pensioners committee is
appropriate as the interests of the Visteon Pension Plan
participants are not adequately represented by any other entity.

The IUE-CWA is a labor organization that represented hourly
employees at Debtors' plants at Connersville, Indiana, and
Bedford, Indiana.

Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, also
expressed support for the formation of an official pensioners
committee.  The U.S. Trustee contended that if and when the
Pension Plans are terminated, the Debtors should take affirmative
action as soon as practicable so that all affected parties may
have the opportunity to be heard and raise any issues in a timely
manner.

The Debtors, for their part, asserted that the appointment of an
additional committee of Pension Plan Participants is both
unnecessary and premature for these reasons:

  (i) The interests of the Pension Plan Participants are already
      adequately protected, for their estates are aligned with
      both the Official Committee of Unsecured Creditors and the
      Pension Benefit Guaranty Corporation, each of whom have
      made clear their opposition to pension termination.

(ii) Though there have been many bankruptcy cases involving
      pension terminations, there is not a single instance where
      an official committee of pension plan participants has
      been formed.

(iii) Recent development suggest that a capital markets solution
      could materialize.

Counsel to the Debtors, Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, maintained that an
additional pensioners committee would merely delay and increase
costs in the Debtors' Chapter 11 cases.

The Court, however, held that the Debtors' pensioners have a
right to be represented in the Debtors' bankruptcy cases.

                       New Committee Members

Pursuant to Judge Sontchi's directive, Roberta A. DeAngelis,
Acting U.S. Trustee for Region 3, delivered to the Court, on
February 1, 2010, an amended list of members of the Official
Committee of Unsecured Creditors in the bankruptcy case of
Visteon Corporation and its debtor affiliates.

The composition of the Creditors Committee has been amended to
reflect the addition of Chris A. Hensel, Robert Leiss and Michael
Lostutter, as Pension Plan Participants.

The current members of the Creditors Committee are:

(1) Pension Benefit Guaranty Corporation
     Attn: Adi Berger
     1200 K Street, N.W.,
     Washington, D.C. 20005-4026
     Tel: 202-326-4070
     Fax: 202-842-2643

(2) Law Debenture Trust Company of New York
     Attn: James D. Heaney
     400 Madison Avenue, New York
     NY 10017
     Tel: 212-750-6474
     Fax: 212-750-1361

(3) Freescale Semiconductor
     Attn: Randy Hyzak
     6501 William Cannon Drive West,
     Austin, TX 78735
     Tel: 512-895-7517
     Fax: 512-895-3982

(4) Central States Southeast and
     Southwest Areas Pension Fund
     Attn: Timothy Reuter
     9377 W. Higgins Rd., 10th Floor
     Rosemont, IL 60018
     Tel: 847-518-9800
     Fax: 847-518-9797

(5) Siemens Product Lifecycle Management Software, Inc.
     Attn: Thomas Eberle
     2000 Eastman Drive, Milford
     OH 45150
     Tel: 513-576-5952
     Fax: 513-576-5696

(6) Nissan Trading Corp, USA.
     Attn: Mr Kenichi Takatsuki, 1974 Midway Lane
     Smyrna, TN 37167
     Tel: 615-220-7100
     Fax: 615-220-8878

(7) CSQS Directional Opportunities Master Fund Ltd.
     Attn: Mark Unferth
     152 W. 57th St.
     41st Floor, New York
     NY 10019
     Tel: 917-206-4007
     Fax: 917-206-4099

(8) Chris A. Hensel
     Manager, Program Supply Electronics
     Visteon Corporation

(9) Robert Leiss
     President, UAW Local 1695

(10) Michael Lostutter
     Director, IUE-CWA
     Pension Fund & 401K Plan

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VLADIMIR MOROZOV: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Vladimir Morozov
               Lyudmila Morozov
               4716 University Blvd North
               Jacksonville, FL 32277

Bankruptcy Case No.: 10-00724

Chapter 11 Petition Date: February 2, 2010

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

Judge: Jerry A. Funk

Debtors' Counsel: Brett A. Mearkle, Esq.
                  Parker & Dufresne, P.A.
                  8777 San Jose Blvd., Suite 301
                  Jacksonville, FL 32217
                  Tel: (904) 733-7766
                  Fax: (904) 7333-2919
                  Email: bmearkle@jaxlawcenter.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 $1,689,470
and total debts of $4,520,255.

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

             http://bankrupt.com/misc/flmb10-00724.pdf

The petition was signed by the Joint Debtors.


WALKING COMPANY: Can Liquidate Inventory in Underperforming Stores
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized The Walking Company, et al., to immediately begin
liquidating their inventory at each of their stores.  The Debtors
are authorized to conduct store-closing sales at the 90
underperforming stores.

The Court also ordered that the unexpired leases of non-
residential real property for the closed locations are deemed
rejected as of the petition date.  The Debtors are authorized to:
(i) seek to reject any additional unexpired leases of non-
residential real property; and (ii) abandon any and all personal
property left at the premises after the rejection of an unexpired
lease of non-residential real property.

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.


WALKING COMPANY: Can Obtain $30MM DIP Loan from Wells Fargo Retail
------------------------------------------------------------------
The Hon. Robin L. Riblet of the U.S. Bankruptcy Court for the
Central District of California, in a final order, authorized
The Walking Company to:

   -- obtain postpetition secured financing of up to $30,000,000
      from a syndicate of lenders led by Wells Fargo Retail
      Finance, LLC, as administrative agent;

   -- use case collateral in which the prepetition secured parties
      have an interest; and

   -- grant adequate protection to the prepetition secured
      parties.

As of the petition date, the Debtors were indebted under the
prepetition financing agreements $26,504,497, plus interest
accrued and accruing, costs, expenses, fees, other charges and
other obligations.

To secure the prepetition debt, the Debtors granted security
interests and liens to the prepetition secured parties upon
substantially all of their assets and personal property.

The Debtors would use the money to fund their Chapter 11 case, pay
suppliers and other parties; to pay transaction fees and expenses
associated with the DIP Financing Agreement; and to pay down with
collections the obligations under the up to $60 million pre-
petition facility.

As reported in the Troubled Company Reporter on December 17, 2009,
the DIP facility will mature on April 15, 2010, on the occurrence
of an event of default or termination event.  The DIP facility
will incur non-default interest rate at LIBOR + 3.5% and default
interest rate at LIBOR + 5.5% per annum.

As adequate protection for any diminution in value of the
prepetition secured parties'  collateral, the Debtors will grant
the prepetition secured parties replacement liens and
Superpriority administrative expense claim.

The DIP lien is subject to a carve out for U.S. Trustee and Clerk
of Court fees; up to $200,000 in fees payable to professional
employed in the Debtors' case; and up to $200,000 to be funded
into escrow per week for payment of pre-termination date fees and
expenses of estates' and the DIP Agent's professionals.

The prepetition secured parties will also receive adequate
protection in the form of (i) deemed repayment of a portion of the
outstanding amount of the prepetition debt; and (ii) the deeming
of all obligations arising or continuing after the petition date
on account of Letters of Credit, cash management services and bank
products.

Upon the sale of any collateral pursuant to Section 363 of the
Bankruptcy Code, any collateral will be sold free and clear of any
permitted prior liens, the prepetition liens, and the prepetition
replacement liens, provided however, that the liens will attach to
the proceeds of any sale.

                      About The Walking Company

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.


WALKING COMPANY: Submits Near Full-Payment Reorganization Plan
--------------------------------------------------------------
The Walking Company Holdings, Inc., filed a reorganization plan
under which the company intends to keep 207 of its 214 current
store locations open, and pay off all of its debts and future
obligations to trade creditors.  Working closely with its bank,
landlords, vendors, and shareholders the company was able to
restructure its balance sheet and long-term financial obligations.
As a result, The Walking Company Holdings, Inc., believes it is
well positioned to move forward as a financially strong retailer.

"Today our company took a major step forward in the process of
emerging from chapter 11.  I want to commend all of the
professionals working on behalf of the company -- the unsecured
creditors committee, landlords, financial institutions, and
otherwise -- on their diligence in achieving this result," said
Andrew Feshbach, CEO of The Walking Company.  Mr. Feshbach further
stated, "Though the plan still requires bankruptcy court approval
and must go through the proper vetting process, it calls for an
outstanding result for all stakeholders, including our landlords,
vendors, lending institutions, bondholders, over 1500 employees
and our shareholders."

The Walking Company Holdings hopes that the reorganization plan
will be accepted by all relevant parties and believes it is well
positioned to emerge from Chapter 11 sometime this spring.

According to Reuters, the Company said it had negotiated new lease
agreements with landlords of about 90 of its 210 stores and that
the move will generate annual cost savings of about $3 million,
report says.

The Company said it has obtained a commitment from an investor
group led by Richard Kayne of Kayne Anderson Capital Advisors LP
to invest $10 million to recapitalize the company, report adds.
Wells Fargo Retail Finance has agreed to provide $30 million as
exit financing.

Bill Rochelle at Bloomberg News reports that under the Plan, all
creditors except secured noteholders will be paid in full, and
even the noteholders are to receive almost complete payment.

In light of a new $30 million credit, the Plan calls for payment
in full on the $25.7 million in first-lien debt.  Secured
noteholders with $20.2 million in claims will receive a new $19.5
million note plus more than $420,000 in cash.  Unsecured creditors
will be paid in full.

                   About The Walking Company

The Walking Company Holdings, Inc., consists of its The Walking
Company and Big Dogs subsidiaries.  The Walking Company is a
leading independent specialty retailer of high-quality,
technically designed comfort footwear and accessories that
features premium brands such as ECCO, Dansko, UGG Australia, MBT
and Aetrex, among many others.  These products have particular
appeal to one of the largest and most rapidly growing demographics
in the nation.  The Walking Company operates over 210 stores in
premium malls across the nation. Big Dogs develops, markets and
retails a branded, lifestyle collection of unique, high-quality,
popular-priced consumer products, including active wear, casual
sportswear, accessories and gifts.

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.


WARNER CHILCOTT: Moody's Affirms Corporate Family Rating at 'B1'
----------------------------------------------------------------
Moody's Investors Service affirmed certain ratings of Warner
Chilcott Company, LLC, a subsidiary of Warner Chilcott plc,
including the B1 Corporate Family Rating, the B1 rating on the
company's senior secured credit facilities and the SGL-1
speculative grade liquidity rating.  The rating outlook remains
stable.

The rating affirmation reflects several recent developments
including: (1) the repayment of senior subordinated notes using
proceeds from the delayed draw term loan; (2) the avoidance of a
Sanofi put option related to ex-US rights to Actonel; and
(3) recent 2010 guidance from management that includes robust cash
flow expectations.

Although these developments are positive, the B1 rating remains
constrained by product concentration risk in Actonel and Asacol,
an unresolved patent challenge on Asacol 400mg, and the company's
previous appetite for leverage.  In addition, conversion to Asacol
HD from Asacol 400mg has lagged Moody's initial expectations.

Positive rating pressure could occur during 2010 based on steady
operating progress including successful PGP integration, favorable
execution of life cycle management plans and a disciplined
approach to any additional acquisitions.  Conversely, a large
acquisition that results in leverage or cash flow to debt metrics
below the high ends of Moody's "B" ranges could create negative
rating pressure.

The recent repayment of senior subordinated notes issued by Warner
Chilcott Corporation results in several changes to Moody's Loss
Given Default model for Warner Chilcott.  With Warner Chilcott's
debt structure now consisting solely of bank debt, Moody's is
increasing the family-wide recovery assumption to 65% from 50%,
consistent with Moody's LGD methodology.  Offsetting this
improvement, Moody's is lowering Warner Chilcott's Probability of
Default rating to B2 from B1, resulting in no change to the B1
Corporate Family Rating.

Ratings affirmed:

Warner Chilcott Company, LLC

* B1 Corporate Family Rating
* SGL-1 Speculative Grade Liquidity Rating

Ratings affirmed with LGD point estimate revisions:

Warner Chilcott Corporation, Warner Chilcott Company, LLC and WC
Luxco S. r.l. (Borrowers):

* B1 [LGD3, 33%] Senior secured revolving credit facility of $250
  million due 2014

* B1 [LGD3, 33%] senior secured Term Loan A of $1.0 billion due
  2014

* B1 [LGD3, 33%] Senior secured Term Loan B of $1.95 billion due
  2015

Rating lowered:

Warner Chilcott Company, LLC

* Probability of Default Rating to B2 from B1

Rating withdrawn:

Warner Chilcott Corporation

* B3 [LGD6, 93%] senior subordinated notes of $380 million due
  2015

Moody's last rating action on Warner Chilcott was on October 9,
2009, when the CFR was affirmed at B1 while the rating on the
senior secured credit facility was lowered to B1 from Ba3.

Headquartered in Ardee, Ireland, Warner Chilcott plc is a
specialty pharmaceutical company currently focused on women's
healthcare, gastroenterology, dermatology and urology.  For the
first nine months of 2009, the company reported total revenue of
approximately $750 million.


WASHINGTON MUTUAL: Equity Committee Proposes Venable as Counsel
---------------------------------------------------------------
The Official Committee of Equity Security Holders in Washington
Mutual Inc.'s cases seeks the Bankruptcy Court's authority to
retain Venable LLP, as its counsel, effective as of January 11,
2010.

Venable is nationally recognized for its extensive experience and
expertise in bankruptcy proceedings.  Accordingly, the firm is
qualified to represent the Equity Committee in carrying out its
fiduciary duties under Section 1103(c) of the Bankruptcy Code,
Equity Committee Chairman Michael Willingham relates.

In its representation of the Equity Committee, Venable's
professionals will be paid in accordance with these hourly rates:

     Professional           Hourly Rate
     ------------           -----------
     Partners               $465 to $725
     Associates             $295 to $425
     Paralegals             $185 to $245

Venable will also be reimbursed for its necessary out-of-pocket
expenses.

Gregory A. Cross, a member at Venable LLP, in New York, assures
the Court that his firm is a "disinterested person" as that term
is defined under Section 101(14) of the Bankruptcy Code.

A hearing to consider the Equity Committee's application will be
held on February 22, 2010.  Objections, if any, must be filed by
February 16.

                     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: Fails to Win Nod for Exam on Regulators
----------------------------------------------------------
Bankruptcy Judge Mary Walrath has denied Washington Mutual Inc.'s
request to conduct a probe under F.R.B.P. Rule 2004 against
regulators, Bloomberg News reported on January 29, 2010.  "Quite
frankly, I think issuing subpoenas against dozens of third parties
just goes too far," Bloomberg News quoted Judge Walrath as saying.

The Court also suggested that WaMu was trying "an end run" around
discovery to get documents from the FDIC, the report noted.

Washington Mutual, Inc., and WMI Investment Corp. asked the Court
to compel the production of documents and examination of witnesses
from regulatory entities, rating agencies, former WaMu suitors,
banks, and professionals in connection with the Debtors'
investigation of certain prepetition conduct that may unearth
estate claims.

Specifically, the Debtors seek to conduct Rule 2004 Exams on
these parties:

(1) The Federal Deposit Insurance Corporation
(2) The Office of Thrift Supervision
(3) The Office of the Comptroller of the Currency
(4) the Board of Governors of the Federal Reserve System
(5) The U.S. Department of the Treasury
(6) The U.S. Securities and Exchange Commission
(7) Former U.S. Treasury Secretary Henry M. Paulson, Jr.
(8) Moody's Investors Service
(9) Standard and Poor's Corporation
(10) Banco Santander, S.A.
(11) Toronto-Dominion Bank
(12) TD Bank, N.A.
(13) Wells Fargo, N.A.
(14) Federal Home Loan Bank-San Francisco
(15) Federal Home Loan Bank-Seattle
(16) The Goldman Sachs Group, Inc.
(17) PricewaterhouseCoopers
(18) Equale & Associates
(19) Richard F. Holt
(20) David Horne, LLC

Counsel to the Debtors said that the "Knowledgeable Parties" are
likely to have information currently unobtainable by the Debtors
relevant to potential estate claims sounding in business tort and
tortious interference against JPMorgan.

                     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: Reiterates Plea to Disband Equity Committee
--------------------------------------------------------------
Judge Mary F. Walrath denied the request of Washington Mutual,
Inc., and WMI Investment Corp. for disbandment of the Official
Committee of Equity Security Holders, Bloomberg News reports.

The Equity Committee, composed of seven equity holders, was
appointed on January 11, 2010, by Roberta A. DeAngelis, Acting
United States Trustee for Region 3, pursuant to Section
1102(a)(1) of the Bankruptcy Code.

At the hearing held last January 28, 2010, Judge Walrath noted
that equity holders "have a right to a place at the table,"
according to the report.

Prior to the entry of the Court's order, the Equity Committee
called the Debtors' Disbandment Motion "an extraordinary relief"
to overturn the exercise of the U.S. Trustee of her appointment
authority under Section 1102(a)(1).  The Equity Committee
insisted that value exists for equity holders and that equity
holders receive value.  The Equity Committee further asserted
that it should be allowed to learn enough to effectively
participate in the formulation of a Chapter 11 plan and the
negotiation of litigation with respect to pending litigation that
consist of:

  (i) an adversary proceeding relating to WaMu's request for the
      turnover of $4 billion in funds held by JPMorgan Chase
      Bank, National Association;

(ii) an adversary proceeding litigating JPMorgan's complaint
      against the Debtors, the Official Committee of Unsecured
      Creditors and the Federal Deposit Insurance Corporation,
      to ensure that it is not divested of the assets and
      interests purchased in good faith from the FDIC, as
      receiver for Washington Mutual Bank; and

(iii) the action styled American National Insurance Co., et al.,
      v. FDIC, litigated in the District Court for the District
      of Columbia, which tackles allegations that JPMorgan
      engaged in sham negotiations.

Representing the Equity Committee, Bradford J. Sandler, Esq., at
Benesch, Friedlander, Coplan & Aronoff LLP, in Wilmington,
Delaware, told Judge Walrath that contrary to the Debtors'
contention, the Equity Committee will not sabotage delicate
negotiations.  "If it turns out that the value of the Pending
Litigation is less than the Debtors have asserted . . . there is
no reason why the Equity Committee would . . . prevent the
negotiation of a reasonable plan and settlements, even if the
result included no recovery for equity holders," Mr. Sandler
said.

Mr. Sandler added that the Debtors' suggested $250,000 fee cap on
the amount of the Equity Committee's fees and expenses "is
preposterous and unsupportable" because in comparison, it is "at
just four tenths of one percent (0.4%) of the funds the Debtors
claim to have been necessary for them and the Creditors Committee
to evaluate the Chapter 11 cases."

"The thousands of shareholders . . . will not, and should not, be
satisfied by platitudes mouthed by the Debtors that the Debtors
and their creditors are looking out for the equity holders'
interests, and not just their own interests.  The cost to fund
the Equity Committee will be shouldered by the Debtors, but that
cost will also be controlled by the Debtors -- the more
information and analysis the Debtors share, the less costly it
will be for the Equity Committee to become more familiar with
[the Chapter 11 cases]," Mr. Sandler emphasized.

In a letter submitted to the Court, WaMu shareholder Dale Spencer
also contended that the Debtors are wiping out any change of
equity participation in recovery by denying equity holders a seat
at the table.  "If there has ever been the need for an equity
committee in bankruptcy, then this case is it," Mr. Spencer
wrote.

         Creditors' Committee & Bank Bondholders Insist
             an Equity Committee is not Warranted

David B. Stratton, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, asserted that the interest of maximizing the estates is
already being pursued vigorously by the Debtors, the Official
Committee of Unsecured Creditors and their professionals.
"Therefore, there is nothing for the Equity Committee to add."

Representing the Creditors Committee, Mr. Stratton further
emphasized that although the WaMu Board of Directors does not
represent equity interests exclusively, the Board has fiduciary
duties to continue representing those interests.  Moreover, he
averred, the Debtors continue to actively participate in the
Chapter 11 cases for the benefit of all stakeholders, including
holders of equity interests, which proves the strong alignment
between the interests of the Creditors' Committee, the Debtors,
and equity holders.

Placing the Equity Committee as another party at the negotiation
table will produce unnecessary cost and delay to the Chapter 11
cases of the Debtors, Mr. Stratton contended.  "Not only would
there be direct costs incurred by the Equity Committee's
professionals, but potentially even more substantial would be the
indirect costs due to the delay that an Equity Committee is
likely to cause."

Nevertheless, if the Court determine that participation of the
Equity Committee is warranted, fees and expenses for the equity
Committee should be allowed only to the extent that it can be
shown that equity is, in fact, entitled to a substantial
recovery, Mr. Stratton asserted.

Holders of senior notes issued by WMB, for their part, maintained
that "the Equity Committee's dream that [the Debtors] will, on a
net basis, have any valid claims against the WMB receivership
estate . . . to permit a recovery from that estate sizeable
enough to allow WaMu to pay all of its creditors in full and then
pay a dividend to its shareholders . . . is the stuff of pure
fantasy."

The Bank Bondholders are Anchorage Capital Master Offshore, Ltd;
Anchorage Advisors, LLC; Bank of Scotland pIc; CVI GVF (Lux)
Master S.a.r.l.; Caspian Capital Advisors LLC; Cetus Capital,
LLC; Citigroup Global Markets, Inc.; HFR ED Select Fund IV Master
Trust; Juggernaut Fund, L.P.; King Street Capital Management,
L.P.; LyxorlYork Fund Limited; Marathon Credit Opportunity Master
Fund, Ltd.; Marathon Special Opportunity Master Fund, Ltd.;
Permal York Ltd.; Plainfield Special Situations Master Fund II
Limited; Plainfield OC Master Fund II Limited; Plainfield Liquid
Strategies Master Fund Limited; QVT Fund LP; Quintessence Fund
L.P,; Scroggin Capital Management; The Yarde Fund, L.P.; The
Yarde Fund VI-A, L.P.; The Yarde Fund VII-B, L.P.; The Yarde
Fund VIII, L.P.; The Yarde Fund IX, L.P.; The Yarde Fund IX-A,
L.P.; Yarde Investment Partners (Offshore) Master, L.P.; Yarde
Investment Partners, L.P.; Windmill Master Fund LP; York Capital
Management, L.P.; York Credit Opportunities Fund, L.P.; York
Credit Opportunities Master Fund, L.P.; York Investment Master
Fund, L.P.; York Select, L.P.; and York Select Master Fund, L.P.

WaMu was a holding company with no operations with equity
interest in WMB as its only principal asset.  Under black letter
law, any assets of WMB must first be used to pay its creditors,
including the Bank Bondholders, in full before any funds can be
up streamed to WaMu as a dividend, Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware,
pointed out, on behalf of the Bank Bondholders.

Furthermore, WMB, not WaMu, was the operating entity that
generated the tax losses and owned the assets, Ms. Jones
contended.  Hence, she explained, if any tax losses or other
assets were not sold to JPMorgan, they are the property of WMB's
receivership estate -- not of WaMu.

The disputes and competing claims among WaMu, WaMu's creditors,
the FDIC, WMB's creditors and JPMorgan have generated the Pending
Litigation, which resolution will not occur any time soon.  When
creditors are not being paid in full, the law dictates that
equity cannot recover, Ms. Jones contended.

       Black Horse: Form Preferred Holders Committee Instead

Black Horse Capital Management LLC support the Debtors'
Disbandment Motion to the limited extent that it results in the
reconstitution of its membership entirely with the holders of
WaMu's true preferred stock, or the Preferred Holders, "who hold
the fulcrum securities in the Chapter 11 cases," according to Ian
Connor Bifferato, Esq., at Bifferato LLC, in Wilmington,
Delaware.

Mr. Bifferato maintained that WaMu's common shareholders have
virtually no prospect of recovery, which means that the
appointment of the Equity Committee is unwarranted.  On the other
hand, he pointed out, WaMu has issued and outstanding preferred
stock in the amount of approximately $7.5 billion, which has a
liquidation preference over common equity.

According to Mr. Bifferato, the Preferred Stock is composed of
two issues of preferred stock in WaMu and five issues of hybrid
preferred stock issued by WaMu subsidiary special purpose
vehicles formerly collateralized by pools of home equity loans,
but then exchanged into WaMu preferred stock, consisting of:

  * Series K Perpetual Preferred Non-cumulative Floating Rate
    Stock for $500 million,

  * 7.75% Series R Non-cumulative Perpetual Convertible
    Preferred Stock for $3 billion,

  * Washington Mutual Preferred (Cayman) I Ltd. 7.25%
    Perpetual Non-cumulative Preferred Securities, Series AI
    and A-2 for $750 million,

  * Washington Mutual Preferred Funding Trust I Fixed-to-
    Floating Rate Perpetual Noncumulative Trust Securities for
    $1.25 billion,

  * Washington Mutual Preferred Funding Trust II Fixed-to-
    Floating Rate Perpetual Noncumulative Trust Securities for
    $500 million,

  * Washington Mutual Preferred Funding Trust III Fixed-to-
    Floating Rate Perpetual Noncumulative Trust Securities for
    $500 million, and

  * Washington Mutual Preferred Funding Trust IV Fixed-to-
    Floating Rate Perpetual Non-cumulative Trust Securities for
    $1 billion.

The general unsecured claims against the Debtors' estates and
other unsecured claims total approximately $7.65 billion, Mr.
Bifferato specified.  "Individual Preferred Holders cannot be
expected to negotiate on behalf of an entire $7.5 billion
Preferred Holder constituency.  The inescapable conclusion,
therefore, is that a properly reconstituted equity committee must
be appointed for the Preferred Holders.  Without it, the
Preferred Holders would lose any meaningful chance to recover the
value to which they are entitled."

                    U.S. Trustee Talks Back

The U.S. Trustee maintained that the formation of the Equity
Committee was her discretion pursuant to Section 1102(a)(1).  The
Court's ability to review that decision "is limited to
determining whether the U.S. Trustee abused her statutory
discretion," Joseph J. McMahon, Jr., Esq., at the Department of
Justice asserted, on behalf of the U.S. Trustee, citing Victor v.
Edison Bros. Stores, Inc. (In re Edison Bros. Stores, Inc.), No.
96-177, 1996 WL 534853 (D. Del. Sept. 17, 1996).

In this light, the U.S. Trustee asked the Court to deny Black
Horse's suggestion that its decision on the Equity Committee
formation must be reviewed on a de novo basis.  Given that a
majority of the Equity Committee's representatives hold preferred
shares, the Equity Committee adequately represents the interests
of preferred holders, Mr. McMahon insisted.

Mr. McMahon further pointed out that Black Horse's contention is
procedurally deficient, as it was not properly filed in
accordance with Section 1102(a)(4) of the Bankruptcy Code and
Rule 9013-1 of the Local Rules of Bankruptcy Practice and
Procedure of the United States Bankruptcy Court for the District
of Delaware.

The U.S. Trustee's decision to form the Equity Committee was
well-founded, Mr. McMahon averred.

        Debtors Reiterate Need to Disband Equity Committee

To decide whether the Equity Committee should be disbanded, the
Court must determine whether the Equity Committee is necessary
for the adequate representation of equity security holders, which
type of legal conclusion is subject to a de novo review, Mark D.
Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, insisted, on behalf of the Debtors.

Mr. Collins emphasized that the need for "adequate
representation" does not require a separate committee, with
concomittant fiduciary duties, for each group with slightly
differing interests.  Otherwise, any action taken by the Equity
Committee would be duplicative of that already being undertaken
by the Debtors in connection with the prosecution of litigation
claims.  The Equity Committee, he maintained, is not necessary to
ensure equity's adequate representation.

In stark contrast, the potential costs to the Debtors' estates,
which the Equity Committee will incur, will be borne by the
unsecured creditors but with no corresponding benefit, Mr.
Collins pointed out.  Therefore, he contended, the Court's
approval of the Equity Committee appointment should be predicated
on the establishment of the Proposed $250,000 Cap which will
control costs.

                     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).


WHITNEY HOLDING: Fitch Affirms Preferred Stock Rating at 'BB+'
--------------------------------------------------------------
Fitch Ratings has affirmed Whitney Holding Corp.'s long-term and
short-term Issuer Default Rating at 'BBB' and 'F2', respectively
and removed these from Rating Watch Negative.

The affirmation reflects Fitch's expectation that elevated
pressure from loan losses will continue into 2010 and 2011.
Nevertheless, Fitch believes the company has appropriately
identified sources of problem loans and has an adequate procedure
to quantify and reserve for potential losses.  In 2009, the
company provided $259 million of loan loss reserves while charging
off $203.6 million, building the ratio of reserves to loans to
2.66%.  In fourth quarter 2009, the inflow of new problem credits
slowed, evidenced in a decline of criticized and early stage
delinquencies.

The affirmation incorporates Fitch's analytical framework on
commercial real estate as articulated in the Special Report 'U.S.
Bank CRE Exposure Review' dated Nov. 16, 2009.  Through various
scenarios, WTNY's tangible and regulatory capital, which is
inclusive of equity raised in October 2009, remained at levels
viewed as acceptable for the current rating level.  Further, it is
Fitch's expectation that CRE losses will continue to emanate
primarily from acquisition and development loans, which has been
the trend over the last 18 months.  The majority of CRE losses
emanate from WTNY's Florida footprint.  The Florida portfolio has
been responsible for over 70% of total charge-offs in 2009,
despite representing only 15% of total loans at Dec. 31, 2009.
The loan quality of its non-Florida markets has performed
relatively well through this credit cycle, though the company has
reported an increase of criticized credits in its Texas market.
Fitch does not expect these credits will have as high a loss
content when compared to Florida due to a combination of
relatively more conservative underwriting, the loan mix in Texas,
and the drivers behind the credits being placed on a criticized
status internally.

Over the last 18 months, the company has maintained sound core
profitability, evidenced by a relatively high net interest margin
due to a high percentage of non-interest-bearing deposits as well
as floors placed on many of its commercial loans.  Losses in 2009
were primarily due to provisions to build loan loss reserve levels
and to a lesser extent the adverse effect on the net interest
margin from non-accrual loans.  On the other hand, actions to
preserve and build capital, including a net $218 million capital
raise during the fourth quarter, increased its tangible common
equity ratio to 8.18%, an increase of 169 basis points from year
end 2008.

The Negative Outlook reflects the elevated level of problem loans
and operating performance relative to other similarly rated peers.
If non-accrual loans escalate beyond Fitch's expectations or if
loan quality begins to decline in other parts of WTNY's footprint,
ratings may be downgraded.  A sustained return to profitability in
tandem with a resolution of the company's problem assets would be
needed for a positive rating action.

WTNY is an $11.9 billion holding company based in New Orleans, LA,
with branches in Louisiana, Mississippi, Alabama, Florida and
Texas.

These ratings have been affirmed with a Negative Outlook:

Whitney Holding Corporation

  -- Long-term IDR at 'BBB';
  -- Short term IDR at 'F2';
  -- Individual at 'C';
  -- Preferred stock at 'BB+';
  -- Support at '5';
  -- Support Floor at 'NF'.

Whitney National Bank

  -- Long-term IDR at 'BBB';
  -- Long-term deposits at 'BBB+';
  -- Short-term IDR at 'F2';
  -- Short-term Deposits at 'F2';
  -- Subordinated debt at 'BBB-';
  -- Individual at 'C';
  -- Support at '5';
  -- Support Floor at 'NF'.


WILLIAM MARKSON: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: William H. Markson
        15 Bells Brook Road
        Lakeville, MA 02347

Bankruptcy Case No.: 10-11046

Chapter 11 Petition Date: February 2, 2010

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

Judge: Frank J. Bailey

Debtor's Counsel: Stephen E. Shamban, Esq.
                  Stephen E. Shamban Law Offices, P.C.
                  222 Forbes Road, Suite 208
                  P.O. Box 850973
                  Braintree, MA 02185-0973
                  Tel: (781) 849-1136
                  Email: sshamban@yahoo.com

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

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

A full-text copy of Mr. Markson's petition, including a list of
his 20 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/mab10-11046.pdf

The petition was signed by Mr. Markson.


WILLIAMS PARTNERS: Fitch Upgrades Issuer Default Rating From 'BB'
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to Williams Partners
L.P.'s $3.5 billion senior notes.  The Senior Notes are being
issued in three tranches due 2015, 2020 and 2040.  In addition,
Fitch has upgraded the Issuer Default Rating and the unsecured
debt rating on WPZ's outstanding debt to 'BBB-' from 'BB' and
removed it from Rating Watch Positive where the ratings were
placed on Jan. 19, 2010, following the announcement that The
Williams Companies, Inc. (rated 'BBB-' with a Stable Outlook by
Fitch) was proposing to consolidate its regulated pipeline and
midstream operations under WPZ.  WPZ's Rating Outlook is Stable.

Under a proposed multi-step transaction WMB will contribute the
majority of its pipeline and natural gas midstream assets, along
with its general partner and limited partner interests in Williams
Pipeline Partners L.P., into WPZ.  In exchange, WPZ will issue
203 million Class C limited partner units, which will convert to
WPZ common units following the distribution record date with
respect to the first fiscal quarter the Class C units are
outstanding, to WMB and fund a tender for up to $3 billion of
outstanding WMB debt with the Senior Note proceeds.  The asset
contribution and the WMB debt tender offer are expected to close
in mid-February.  Following the asset contribution, WPZ will
launch an exchange offer for the public common units in WMZ.  At
completion of the transaction, WPZ will be one of the four largest
diversified master limited partnerships.

WPZ's rating upgrade reflects a strengthening operating and
financial profile and investment-grade pro forma credit measures.
Fitch expects WPZ's pro forma 2010 debt to EBITDA to be under
4.0 times and its distribution coverage to meet or exceed the
current industry norms of approximately 1.2x.  However, actual
results will be affected by changes in natural gas liquids and
natural gas prices throughout the year and the ability of WPZ to
effectively hedge its price exposure.

With these events, the scale and scope of WPZ's operations will
increase materially.  Also, the quality and predictability of cash
flow will improve through its ownership of WMB's premier FERC-
regulated interstate pipelines, Transcontinental Gas Pipeline
Company, LLC (rated 'BBB') and Northwest Pipeline GP (rated
'BBB').  As a result of the above positive considerations, WPZ's
financial flexibility and access to capital will also improve.
Commodity price exposure to WPZ from its midstream operations,
while still a negative consideration, will be reduced with its
future mix of assets.

As contemplated, WMB will continue to own 100% of its exploration
and production assets, its Canadian and olefins midstream
operations and a 25.5% interest in Gulfstream Pipeline.  Upon
completion of the transaction, including the exchange for WMZ
units, WMB's ownership of WPZ will increase to 80% from 24% pre-
transaction, and functional changes will be minimal.  While WMB's
parent company debt will be reduced by $3 billion following
execution of the tender offer, resulting in improved standalone
credit measures, cash flows from pipeline and certain midstream
assets will be further subordinated under the new organizational
structure.  Fitch believes the overall effect on WMB's credit
profile from the organizational restructuring to be neutral.


XIOM CORP: Now Known as Environmental Infrastructure
----------------------------------------------------
Xiom Corp. said it completed the process to change its name and
trading symbol.  Effective immediately, the name of the Company is
officially changed to Environmental Infrastructure Holdings Corp.,
with a trading symbol of "EIHC."  The shares continue to be traded
on the OTC Bulletin Board.

The Company changed its name from Xiom Corp. to more accurately
represent its business activities as a diversified environmental
manufacturing, engineering and services company.

                        About XIOM Corp.

Headquartered in West Babylon, New York, Xiom Corp. (OTC BB: XMCP)
-- http://xiom-corp.com/-- manufactures industrial based thermal
spray coating systems in the United States.  It offers XIOM 1000
Thermal Spray system, which is used to apply plastic powder
coatings on steel, aluminum, and non-ferrous substrates, as well
as on wood, plastic, masonry, and fiberglass.  The company also
offers plastic powders designed specifically for thermal spraying.
XIOM Corp. sells its spray systems directly to commercial
customers and coating contractors.  The company has introduced a
new high production rate spray gun, the XIOM 5000, which sprays up
to five times as fast as the current Xiom 1000 gun and has many
benefits over the present technology.

Xiom's balance sheet at June 30, 2009, showed total assets of
$1,961,561 and total liabilities of $2,874,092, resulting in a
stockholders' deficit of $912,531.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company stated that it has a
stockholders' deficit as of June 30, 2009, and incurred a net loss
for the three and nine months then ended.  However, the Company
has seen steady sales orders for the patented industrial thermal
spray technology and related powder formulas.  Furthermore, the
Company plans to continue raising capital through a series of
private placement transactions during the next 12 months.  It also
plans to continue to expand sales by significantly increasing
domestic marketing efforts, including pursuing major contracts
through its network of strategic alliance relationships.  As a
result of these factors, management believes it will have
sufficient resources to meet the Company's cash flow requirements
for at least 12 months.


* Funding Status of US Pensions Declines to 83.7% in January
------------------------------------------------------------
Sliding stock markets and rising liabilities combined to reduce
the funded status of the typical U.S. corporate pension plan in
January by 1.8 percentage points to 83.7%, according to monthly
figures published by BNY Mellon Asset Management.  It was the
first decline in funding status since October.

Assets for the typical U.S. corporate pension plan fell 1.6% and
liabilities increased 0.5% for the month, as reported by the BNY
Mellon Pension Summary Report for January 2010.

"Economic concerns weighed on U.S. stocks, which was the primary
factor driving assets lower for the month," said Peter Austin,
executive director of BNY Mellon Pension Services, the pension
services arm of BNY Mellon Asset Management. "International stocks
fell even more than U.S. stocks, further contributing to the asset
decline.  The yields on long Aa corporate bonds were mostly
unchanged, but liabilities increased slightly due to interest
accruals. "

Plan liabilities are calculated using the yields of long-term
investment grade corporate bonds.  Higher yields on these bonds
result in lower liabilities.

"The sudden reversal of stock markets in January is a good
reminder that volatility can quickly return to the markets and
impact the funded status of corporate pension plans," said Mr.
Austin. "While the funded status of plans improved significantly
in 2009, the January performance reminds plan sponsors that risk
is inherent in corporate pension plans, and requires close
monitoring of plan assets to ensure that risk/return relationships
are consistent with company objectives.  We are seeing an increase
in liability driven investing (LDI) activity as more corporate
plan sponsors seek solutions for their pension risk exposure."

BNY Mellon Asset Management is the umbrella organization for BNY
Mellon's affiliated investment management firms and global
distribution companies.

BNY Mellon is the corporate brand of The Bank of New York Mellon
Corporation.  BNY Mellon -- http://www.bnymellon.com/-- is a
global financial services company focused on helping clients
manage and service their financial assets, operating in 34
countries and serving more than 100 markets.  BNY Mellon is a
leading provider of financial services for institutions,
corporations and high-net-worth individuals, providing superior
asset management and wealth management, asset servicing, issuer
services, clearing services and treasury services through a
worldwide client-focused team.  It has $22.3 trillion in assets
under custody and administration, $1.1 trillion in assets under
management, services $12.0 trillion in outstanding debt and
processes global payments averaging $1.6 trillion per day.


* January Consumer Bankruptcy Filings Decrease 10% from December
----------------------------------------------------------------
ABI reports the 102,254 consumer bankruptcies filed in January
represented a 10 percent decrease nationwide from the 113,274
consumer filings recorded in December, according to the ABI
relying on data from the National Bankruptcy Research Center
(NBKRC).


* TCW Distressed Debt Funds Cut Mgmt. Fees After Chief's Exit
-------------------------------------------------------------
Bloomberg News reports that TCW Group Inc., the Los Angeles-based
unit of Societe Generale, slashed fees on two distressed debt
funds with about $3 billion in assets to appease investors after
the ouster of former investment chief Jeffrey Gundlach.

TCW cut the management fees on the funds to 1% from 2% and reduced
the carried interest, or share of profits, to 5% from 20%, the
Bloomberg report said, which cited two people familiar with the
matter.

The two funds, TCW Special Mortgage Credit Funds I and II, were
set up by Gundlach at the start of the credit crisis to invest in
mortgage-backed securities that had dropped in value.


* Analysis Group Adds Leading Experts
-------------------------------------
Analysis Group, a leading provider of economic, financial, and
business expertise to law firms, corporations, and government
agencies, is pleased to announce the affiliations of four new
experts and the promotions and appointments of professional staff.

"We are delighted to welcome these new affiliates who bring
outstanding expertise in health economics, telecommunications,
leveraged finance, and corporate governance to our firm in service
to our clients.  And we are equally pleased to recognize our new
senior staff members for their superior work and commitment to
client service," said President and CEO Martha S. Samuelson.

Analysis Group's newly affiliated experts include:

Thomas C. Buchmueller, Ph.D., an expert in health economics and
risk management who has published extensively on the topics of
health insurance, medical care utilization, and health care
reform.  Dr. Buchmueller serves as the Waldo O. Hildebrand
Professor of Risk Management and Insurance and Professor of
Business Economics at the University of Michigan's Ross School of
Business and as Professor of Health Management and Policy at the
University of Michigan School of Public Health.

Harold W. Furchtgott-Roth, Ph.D., a former commissioner of the
Federal Communications Commission who has served as an expert in
numerous high-profile matters, including Liberty Media v.
IAC/InterActiveCorp. and the XM/Sirius Satellite Radio merger.

A specialist in leveraged finance for more than 25 years, Robert
C. Grien, who is Managing Director and Head of the Finance and
Restructuring Advisory Group at TM Capital.  Mr. Grien has served
as an expert in a major bankruptcy litigation in which he
evaluated whether a proposed plan of reorganization violated
provisions of a credit agreement.

Guhan Subramanian, the Joseph Flom Professor of Law and Business
at Harvard Law School and the H. Douglas Weaver Professor of
Business Law at Harvard Business School.  Professor Subramanian is
an expert on corporate governance and has served as an expert
witness in several major public company deals, including Oracle's
$10.3 billion hostile takeover bid for PeopleSoft and Exelon's
$7.5 billion hostile takeover bid for NRG Energy.

Analysis Group's senior staff now includes:

New Vice Presidents -- In our Boston office, Lucia Antras, Ph.D.,
specializes in microeconomics, labor economics, econometrics,
pharmacoeconomics, and health outcomes research; Matthew Barrett,
Ph.D., focuses on business strategy cases, primarily in the
pharmaceutical and media industries; Stephen E. Cacciola, Ph.D.,
has worked on matters involving class certification, market
definition, allegations of price fixing, and allegations of
exclusionary conduct; Michael Holland has assessed the impact of
competition on fees charged by investment managers and quantified
economies of scale in asset management; William Leaf-Herrmann,
Ph.D., joins Analysis Group from SDG Life Sciences, bringing more
than 15 years' experience as a business strategist in the life
sciences, automotive, chemical, and financial services industries;
Nikita Piankov, Ph.D., has supported experts in mutual fund market
timing matters, a number of health care projects involving
assessment of drug safety and efficacy profiles, and various
antitrust matters, including Microsoft; Todd Schatzki, Ph.D.,
specializes in energy and environmental economics, policy, and
finance, and has worked with clients in the context of policy and
market development, regulatory proceedings, and litigation; and
Aaron Yeater has valued intellectual property assets, analyzed the
operations of financial services firms, and supported experts in
the preparation of damages analyses for Microsoft and in other
high-profile technology sector antitrust litigations.  Lauren R.
Kindler, in our Dallas office, helped evaluate the plaintiff's
econometric model and damages calculations in the Colgate v.
Procter & Gamble false advertising litigation, and provided
economic analysis in support of expert testimony in TiVo v.
EchoStar.  In our New York office, Serge Cherny specializes in
issues related to bankruptcy and complex valuation, having
assessed the values of companies and securities and evaluated
issues related to the restatement of debt in bankruptcy.  Donna
Lau Brooks, in our San Francisco office, has consulted on matters
involving wholesale power markets in connection with electric
utility industry restructuring, market-based rate authority, and
electric utility mergers and acquisitions.  And in our Washington
office, Daria Z. Killebrew consults to the electronics,
telecommunications, pharmaceuticals, and consumer products
industries, and has supported experts in antitrust, intellectual
property, finance, and securities matters.

New Managers and Senior Economists -- In Boston, Kristen B.
Comeaux; Ellison Dial; Eric Dufresne; Brian Ellman; Natalie K.
Goodpaster, Ph.D.; Xinyu Ji; Mark J. Lewis, Ph.D.; Kristina S.
Shampanier, Ph.D.; James E. Signorovitch, Ph.D.; and Mihran A.
Yenikomshian; in Montreal, Marissa Ginn, Ph.D.; and Annie Guerin;
in New York, Minh P. Bui, Ph.D.; in San Francisco, Eric Korman;
and in Washington, Felix Reichling, Ph.D.

                       About Analysis Group

Analysis Group, Inc. provides economic, financial, and business
strategy consulting to leading law firms, Fortune 500 companies,
and government agencies.  Founded in 1981, with more than 475
professional staff, Analysis Group has offices in Boston, Chicago,
Dallas, Denver, Los Angeles, Menlo Park, Montreal, New York, San
Francisco, and Washington.


* Corporate Credit Quality Improves in January, Kamakura Reports
----------------------------------------------------------------
Kamakura Corporation announced Tuesday that the Kamakura index of
troubled public companies improved in January for the ninth time
in the last ten months.  The index declined from 11.07% in
December to 10.23% in January.  Kamakura's index had reached a
peak of 24.3% in March 2009.  Kamakura defines a troubled company
as a company whose short term default probability is in excess of
1%.  Credit conditions are now better than credit conditions in
68.2% of the months since the index's initiation in January 1990,
and the index is 3.50 percentage points better than the index's
historical average of 13.73%.  The all-time low in the index was
5.40%, recorded on May 11, 2006, while the all-time high in the
index was 28.0%, recorded on September 28, 2001.  The index is
based on default probabilities for almost 27,000 companies in 30
countries.  Both the index and daily updates on default
probabilities for all 27,000 companies are now available starting
from 8:00 a.m. in London and 3:00 a.m. in New York.

In January, the percentage of the global corporate universe with
default probabilities between 1% and 5% decreased by 0.39
percentage points to 6.95%.  The percentage of companies with
default probabilities between 5% and 10% was down 0.25 percentage
points to 1.55%.  The percentage of the universe with default
probabilities between 10 and 20% was down 0.04 percentage points
to 1.00% of the universe, while the percentage of companies with
default probabilities over 20% was down significantly, decreasing
0.16 percentage points to 0.73% of the total universe in December.

Kamakura's President Warren A. Sherman said Tuesday, "The rated
firms showing the largest increase in 1 month default risk in
January included Blockbuster Inc., UBS AG, and Petroplus Holdings
AG.  Japan Airlines, which was one of the companies showing the
largest default probability increase in December, filed for
bankruptcy on January 18."

The Kamakura index uses the annualized one month default
probability produced by the best performing credit model of the
Kamakura Risk Information Services default and correlation
service.  The model used is the fourth generation Jarrow-Chava
reduced form default probability, a formula that bases default
predictions on a sophisticated combination of financial ratios,
stock price history, and macro-economic factors.  The countries
currently covered by the index include Australia, Austria,
Belgium, Brazil, Canada, Denmark, Finland, France, Germany, Hong
Kong, India, Ireland, Israel, Italy, Japan, Luxembourg, Malaysia,
Mexico, the Netherlands, New Zealand, Norway, Singapore, South
Africa, South Korea, Spain, Sweden, Switzerland, Taiwan, United
Kingdom, and the United States.

                    About Kamakura Corporation

Founded in 1990, Honolulu-based Kamakura Corporation is a leading
provider of risk management information, processing and software.
Kamakura, along with its distributor Fiserv, was ranked number one
in asset and liability management analysis and liquidity risk
analysis in the RISK Technology Rankings in 2009.  Kamakura Risk
Manager, first sold commercially in 1993 and now in version 7.1,
was also named in the top five for market risk assessment, Basel
II capital calculations, and for "risk dashboard."  Kamakura was
also ranked in the RISK Technology Rankings 2008 as one of the
world's top 3 risk information providers for its KRIS default
probability service.  The KRIS public firm default service was
launched in 2002, and the KRIS sovereign default service, the
world's first, was launched in 2008.  Kamakura has served more
than 200 clients ranging in size from $3 billion in assets to
$1.6 trillion in assets.  Kamakura's risk management products are
currently used in 32 countries, including the United States,
Canada, Germany, the Netherlands, France, Austria, Switzerland,
the United Kingdom, Russia, the Ukraine, Eastern Europe, the
Middle East, Africa, Australia, Japan, China, Korea and many other
countries in Asia.

Kamakura has world-wide distribution alliances with Fiserv
(www.fiserv.com), Unisys (www.unisys.com), and Zylog Systems
(www.zylog.co.in) making Kamakura products available in almost
every major city around the globe.


* Former Goodwin Procter Partners Jump to Dechert
-------------------------------------------------
Former Goodwin Procter LLP restructuring partners Allan S.
Brilliant and Craig P. Druehl have joined Dechert LLP's business
restructuring and reorganization group.


* Gerald Silver Joins Chadbourne & Parke Litigation Group
---------------------------------------------------------
The international law firm of Chadbourne & Parke LLP today
announced that Gerald D. Silver has joined the firm as a partner
in the New York office in the litigation practice.

Mr. Silver, 44, comes to Chadbourne from the New York office of
Winston & Strawn LLP.  He previously held senior litigation
positions at Capgemini North America, Inc., a major technology,
consulting and outsourcing firm, where he was Head of Litigation
and then became Interim General Counsel.

At Chadbourne, Mr. Silver will draw on his broad experience as a
commercial litigator with an expertise in technology litigation
and a focus on securities and financial services litigation.  In
addition to Capgemini, his clients have included other technology
companies, banks and mutual funds.

"Gerry's hands-on experience further rounds out our nationally
recognized litigation practice in the technology, financial
services, and consulting sectors," said Chadbourne Managing
Partner Charles K. O'Neill.

Mr. Silver's recent experience includes winning verdicts in suits
involving software selection and implementation and successful
resolution of complex outsourcing disputes.  He also achieved
successful results for investment banking clients in securities
class actions and employment discrimination cases.

"Gerry adds depth and expertise to the firm's litigation
department, especially in financial services and technology," said
litigation practice chair Thomas E. Riley.  "His in-house
experience at Capgemini enhances his ability to appreciate and
address concerns from the client's standpoint."

Mr. Silver is authoring a chapter on Information Technology
Litigation to be included in the upcoming Third Edition of
Commercial Litigation in New York State Courts (published by West
& NYCLA) and has written articles in the New York Law Journal.  He
is a member of the Second Circuit Courts Committee of the Federal
Bar Council.

Mr. Silver earned his J.D. from Fordham Law School in 1990, where
he was an Associate Editor of the Law Review.  He graduated magna
cum laude from the State University of New York at Albany in 1987,
and received a B.S. in Accounting and Business Administration.

                    About Chadbourne & Parke LLP

Chadbourne & Parke LLP, an international law firm headquartered in
New York City, provides a full range of legal services, including
mergers and acquisitions, securities, project finance, private
funds, corporate finance, energy, communications and technology,
commercial and products liability litigation, securities
litigation and regulatory enforcement, special investigations and
litigation, intellectual property, antitrust, domestic and
international tax, insurance and reinsurance, environmental, real
estate, bankruptcy and financial restructuring, employment law and
ERISA, trusts and estates and government contract matters.  Major
geographical areas of concentration include Russia, Central and
Eastern Europe, the Middle East and Latin America.  The Firm has
offices in New York, Washington, DC, Los Angeles, Mexico City,
London (an affiliated partnership), Moscow, St. Petersburg,
Warsaw, Kyiv, Almaty, Dubai and Beijing.


* Former Duane Morris Managing Partner David Sykes Dies
-------------------------------------------------------
David T. Sykes, a renowned bankruptcy attorney who spent his
entire career with Duane Morris LLP, died Monday after a long
illness.  He was 72.  Mr. Sykes was managing partner of Duane
Morris from 1994 to 1997 and served as its vice chairman from 1998
to 2004.

Described as one of the "deans of the Pennsylvania bar" by
Chambers USA, Mr. Sykes was a leader recognized by many
prestigious national and local bar and bankruptcy law
associations.  He also lectured and wrote extensively on legal
topics.  Mr. Sykes was a widely known civic figure, serving as
chairman of the Philadelphia Committee of Seventy, a nonpartisan
political watchdog group dedicated to advancing good government in
the region.

"I am profoundly saddened by Dave Sykes' death," said John J.
Soroko, Chairman of Duane Morris.  "He was a brilliant lawyer, a
role model for many of the current generation of leaders in
bankruptcy and in the law generally, both inside and outside of
Duane Morris, and a great friend to all who had the privilege to
know and work with him.  He led Duane Morris to national
prominence in the area of bankruptcy law and contributed to the
firm in countless ways over the years.  In my mind, he was the
consummate partner."

The Hon. Marjorie O. Rendell, who is a former Duane Morris
partner, a judge on the U.S. Court of Appeals for the Third
Circuit and First Lady of Pennsylvania, said, "They don't come any
better than Dave Sykes-in terms of human being, lawyer, leader,
teacher, mentor, friend, motivator, visionary.  Dave was all these
things.  He was the first big-firm lawyer in Philadelphia to
introduce bankruptcy law as a highly respected practice area.
Then he developed the practice for Duane Morris, growing the
Business Reorganization and Financial Services practice group from
two lawyers to the firm's national practice today.  He was a
passionate, tireless advocate for his clients, and his work ethic
was second to none.  Dave shied away from praise for himself, and
always gave credit to others.  He cared, really cared, about his
people-lawyers and clients alike.  And, of course, he loved his
family and was so very proud of his two sons, David and Matt.  I
was lucky enough to start working with Dave in 1975, and he
mentored me for 20 years.  I can truly say that I would not be
where I am today were it not for Dave Sykes' belief in me, and his
invaluable tutelage and advice over the years."

The Hon. James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York and another former firm lawyer,
said, "David T. Sykes was the quintessential Philadelphia lawyer
and my mentor.  He was a man of compassion, integrity and good
humor who inspired all who knew him, especially younger lawyers at
Duane Morris.  I was one of those younger lawyers in the late
1970s whose career was forever changed by my exposure to Dave.  He
taught me by his example that professional excellence is earned
the old-fashioned way through hard work.  By any measure, he was a
superb role model for how to practice law and how to live a life.
He will be remembered for his unselfish commitment to the
profession that he loved, but most of all for his humanity and his
devotion to others."

And David G. Heiman, chairman of the American College of
Bankruptcy and a partner at Jones Day, said that "David, far
beyond obvious talent, skill, intelligence and judgment, was a
beacon for what all lawyers should strive to be.  His career of
service and dedication to the American College of Bankruptcy was
crowned by a fun-loving spirit, which I will truly miss."

Rudolph J. "Skip" Di Massa, Jr., current head of the bankruptcy
practice group at Duane Morris, called Sykes his mentor, his
teacher and, most importantly, his friend.  "So many benefited
from Dave's wisdom, his patience, his loyalty, his selflessness
and his kindness," said Mr. Di Massa.  "One of the most remarkable
things about Dave was that he truly did not realize how he
positively impacted the professional and personal lives of so many
people: partners, associates, staff, co-counsel and adversaries
alike.  He avoided the limelight, and he was always content to let
others get the credit for so many of the great results that he was
instrumental in achieving."

Mr. Sykes was listed in The Best Lawyers in America for 20 years,
and was ranked as one of the top 100 lawyers in Philadelphia and
Pennsylvania in a poll of Pennsylvania lawyers, conducted by Law &
Politics Media and Philadelphia magazine. In Chambers USA:
America's Leading Lawyers for Business, Duane Morris-with Sykes as
its bankruptcy leader for many years-was listed as having one of
the top-three insolvency practices in Pennsylvania.  A charter
Fellow and past president of the American College of Bankruptcy,
he received the College's Distinguished Service Award in March
2008.  He was also a Fellow of the American College of Investment
Counsel and the American Bar Foundation.  Mr. Sykes was a past
chair of the American Bar Association Business Bankruptcy
Committee's Secured Creditors Subcommittee and served as chair of
the Business Law Section and the Committee on Banking and
Financial Institutions of the Philadelphia Bar Association.  He
was a member of the American Bar Association's Center for
Professional Responsibility, the International Insolvency
Institute and the Philadelphia Bar Association's Professional
Guidance Committee.  Mr. Sykes was the co-founder of the Eastern
District of Pennsylvania Bankruptcy Conference, of which he was a
past chair, and was the first president and a co-founder of the
Consumer Bankruptcy Assistance Project.

Mr. Sykes played an important role professionally in many
bankruptcy cases and other matters.  In the bankruptcy case of
Braniff International Airways, Inc., he represented a group of 14
insurance company lenders in the early 1980s-this is the case in
which he established a national reputation.  Mr. Sykes represented
the banks in Sudbury Inc.'s bankruptcy filing.  In the bankruptcy
of accounting giant Laventhol & Horwath, he represented Fidelity
Insurance Co., Ltd., the principal creditor.  In addition, he
represented Meridian Bank, N.A., and many other banks and
financial institutions in many matters.  Mr. Sykes represented a
secured creditor in the bankruptcy of Allegheny International,
Inc., the parent company of Sunbeam Products, Inc.  He also
represented the debtor in the bankruptcy of running-shoe company
Brooks Shoes Manufacturing Company, Inc., and represented
individuals referred to him by the Consumer Bankruptcy Assistance
Project.

Mr. Sykes was born in Philadelphia on October 24, 1937.  He was a
graduate of Temple University School of Law and Hamilton College
and was very active in the alumni affairs of both institutions
over the years.  He served as a shipboard officer aboard the
U.S.S. Springfield, and was honorably discharged as a lieutenant
(senior grade).

A memorial service will be held on Saturday, February 6, at St.
Paul's Episcopal Church in the Chestnut Hill section of
Philadelphia, Pa.

In lieu of flowers, the family has requested donations to either
Fox Chase Cancer Center, 333 Cottman Avenue, Philadelphia, PA
19111; or the Lustgarten Foundation for Pancreatic Cancer
Research, 1111 Stewart Avenue, Bethpage, NY 11714.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Floric Polytech, Inc.
   Bankr. Ariz. Case No. 10-01584
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/azb10-01584.pdf

In Re Richard Stephen Prieb
      Janet Kay Prieb
        aka Janet Kay Simmons
   Bankr. Ariz. Case No. 10-01517
      Chapter 11 Petition Filed January 21, 2010
         Filed As Pro Se

In Re Gardenwalk Cinemas LLC
   Bankr. C.D. Calif. Case No. 10-10730
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/cacb10-10730.pdf

In Re Crescenzo Land Holdings Inc.
   Bankr. M.D. Fla. Case No. 10-01159
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/flmb10-01159.pdf

In Re Gifts from God of Sarasota, Inc.
        dba Gifts from God Ministries
        dba Barnabas House
        dba Sarasota Dream Center
        dba Gifts from God Restoration Corp.
   Bankr. M.D. Fla. Case No. 10-01222
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/flmb10-01222.pdf

In Re Mira Pizza, Inc.
   Bankr. M.D. Fla. Case No. 10-01253
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/flmb10-01253.pdf

In Re Navix Imaging Inc.
   Bankr. S.D. Fla. Case No. 10-11268
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/flsb10-11268.pdf

In Re Soca Imaging, Inc.
   Bankr. S.D. Fla. Case No. 10-11265
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/flsb10-11265.pdf

In Re Kyoshin Name Plate Kogyo Co., Ltd.
   Bankr. Hawaii Case No. 10-00168
      Chapter 11 Petition Filed January 21, 2010
         Filed As Pro Se

In Re Hercules O. Pitts
   Bankr. Md. Case No. 10-11360
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/mdb10-11360.pdf

In Re Arcadia Enterprises, Inc.
   Bankr. Mass. Case No. 10-40226
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/mab10-40226.pdf

In Re Dargie, Inc.
        aka G'Vanni's Ristorante
        aka G'Vanni's
   Bankr. Mass. Case No. 10-10516
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/mab10-10516.pdf

In Re JDN Properties at Florham Park, LLC
   Bankr. N.J. Case No. 10-11697
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/njb10-11697.pdf

In Re Julie Mei, LLC
   Bankr. N.J. Case No. 10-11718
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/njb10-11718.pdf

In Re Sonia Y. Santos
   Bankr. E.D. N.Y. Case No. 10-40461
      Chapter 11 Petition Filed January 21, 2010
         Filed As Pro Se

In Re Vences Trujillo
        dba Albuquerque Car Crushers, Inc.
        dba VP Construction, Inc.
   Bankr. N.M. Case No. 10-10206
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/nmb10-10206.pdf

In Re Device Partners International, LLC
   Bankr. S.D. N.Y. Case No. 10-10387
      Chapter 11 Petition Filed January 21, 2010
         Filed As Pro Se

In Re Vincent Sorco
   Bankr. W.D. Pa. Case No. 10-20333
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/pawb10-20333.pdf

In Re Able Amusement Company
   Bankr. W.D.. Tenn. Case No. 10-20655
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/tnwb10-20655.pdf

In Re Vista Mirage Subdivision, L.P.
   Bankr. W.D. Tenn. Case No. 10-10204
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/tnwb10-10204.pdf

In Re R & P Properties, LLC
   Bankr. W.D. Tenn. Case No. 10-10218
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/tnwb10-10218.pdf

In Re Creative IT Solutions Network, Inc.
        aka Creative IT Solutions
        aka Fatai Obasuyi
   Bankr. N.D. Texas Case No. 10-30492
    Chapter 11 Petition Filed January 21, 2010
         Filed As Pro Se

In Re Rickie A. Hodge
      Yong Sun Hodge
   Bankr. E.D. Va. Case No. 10-10449
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/vaeb10-10449.pdf

In Re CLCC Enterprises, LLC
        dba Famous Sam's #4
   Bankr. Ariz. Case No. 10-01723
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/azb10-01723.pdf

In Re John Mitchell Mondo
   Bankr. C.D. Calif. Case No. 10-10281
      Chapter 11 Petition Filed January 22, 2010
         Filed As Pro Se

In Re Ju Yun Yu
        aka Shannon Yu
        fka Ju Yun Kim
   Bankr. C.D. Calif. Case No. 10-10763
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/cacb10-10763.pdf

In Re Alta Cross Industries, LLC
        aka Stephen Davidson
   Bankr. E.D. Calif. Case No. 10-21422
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/caeb10-21422.pdf

In Re Cangiano Family, LLC
   Bankr. Conn. Case No. 10-30172
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/ctb10-30172.pdf

In Re American Contractors Equipment, Inc.
        dba Gold Coast Equipment Company
   Bankr. M.D. Fla. Case No. 10-00955
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/flmb10-00955.pdf

In Re Adagio, Inc.
        aka Accord Flooring Division of Adagio Inc
   Bankr. S.D. Fla. Case No. 10-11484
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/flsb10-11484.pdf

In Re Dynamic Health Care Providers, Inc.
        dba Samuel E. Kelly, Inc.
   Bankr. S.D. Fla. Case No. 10-11466
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/flsb10-11466.pdf

In Re Knight Quartz Flooring, LLC
        fka Knight Industries Premium Flooring, LLC
   Bankr. E.D. La. Case No. 10-10178
      Chapter 11 Petition filed January 22, 2010
         See http://bankrupt.com/misc/laeb09-10178p.pdf
         See http://bankrupt.com/misc/laeb09-10178c.pdf

In Re Rich Learning Systems, Inc.
   Bankr. Neb. Case No. 10-80177
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/neb10-80177.pdf

In Re American Food & Beverage, Inc.
   Bankr. N.J. Case No. 10-11801
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/njb10-11801.pdf

In Re Mr. Smiths Beef and Ale, Inc.
   Bankr. N.J. Case No. 10-11754
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/njb10-11754.pdf

In Re MacArthur Building Corp.
   Bankr. E.D. N.Y. Case No. 10-70367
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/nyeb10-70367.pdf

In Re John R. Moore
      Judith A. Moore
   Bankr. E.D. N.C. Case No. 10-00472
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/nceb10-00472p.pdf
         See http://bankrupt.com/misc/nceb10-00472c.pdf

In Re Lawrence Lyda
      Josephine B. Lyda
   Bankr. W.D. N.C. Case No. 10-10075
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/ncwb10-10075.pdf

In Re J.R.L. Enterprises, Incorporated
   Bankr. W.D. Pa. Case No. 10-20383
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/pawb10-20383.pdf

In Re Summitt Brantley Building Innovations, LLC
    Bankr. W.D. Tenn. Case No. 10-10234
       Chapter 11 Petition Filed January 22, 2010
          See http://bankrupt.com/misc/tnwb10-10234.pdf

In Re E.S. Bussey & Associates, Inc.
        dba Royal Custom Homes
   Bankr. W.D. Texas Case No. 10-50265
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/txwb10-50265.pdf

In Re Pecan Park, L.L.C.
   Bankr. W.D. Texas Case No. 10-10156
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/txwb10-10156.pdf

In Re Todd M. Anderson
        fdba TA Operations
   Bankr. W.D. Wis. Case No. 10-10435
      Chapter 11 Petition Filed January 22, 2010
         See http://bankrupt.com/misc/wiwb10-10435.pdf

In Re Production Consulting Services, Inc.
   Bankr. Wyo. Case No. 10-20046
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/wyb10-20046.pdf

In Re Drexel Diesel Service, L.L.C.
   Bankr. Ariz. Case No. 10-01797
      Chapter 11 Petition Filed January 25, 2010
         See http://bankrupt.com/misc/azb10-01797.pdf

In Re JPLT Logistics, LLC
   Bankr. W.D. Ark. Case No. 10-70316
      Chapter 11 Petition Filed January 25, 2010
         See http://bankrupt.com/misc/arwb10-70316.pdf

In Re David Herbrandson
      Deborah Herbrandson
   Bankr. C.D. Calif. Case No. 10-11943
      Chapter 11 Petition Filed January 25, 2010
         See http://bankrupt.com/misc/cacb10-11943.pdf

In Re Keystone Land Group, LLC
   Bankr. M.D. Fla. Case No. 10-01398
      Chapter 11 Petition Filed January 25, 2010
         See http://bankrupt.com/misc/flmb10-01398.pdf

In Re Southeast Roofing Consultants, Inc.
   Bankr. M.D. Fla. Case No. 10-01426
      Chapter 11 Petition Filed January 25, 2010
         See http://bankrupt.com/misc/flmb10-01426.pdf

In Re Symbolism Properties, LLC
   Bankr. M.D. Fla. Case No. 10-01429
      Chapter 11 Petition Filed January 25, 2010
         See http://bankrupt.com/misc/flmb10-01429.pdf

In Re Airplay America, LLC
   Bankr. S.D. Fla. Case No. 10-11630
      Chapter 11 Petition Filed January 25, 2010
         See http://bankrupt.com/misc/flsb10-11630.pdf

In Re Carter's Day Care, Inc.
   Bankr. N.D. Ga. Case No. 10-62023
      Chapter 11 Petition Filed January 25, 2010
         See http://bankrupt.com/misc/ganb10-62023.pdf

In Re Carter's Daycare, Inc. II
   Bankr. N.D. Ga. Case No. 10-62026
      Chapter 11 Petition Filed January 25, 2010
         See http://bankrupt.com/misc/ganb10-62026.pdf

In Re Brian Scott Pesman
   Bankr. N.D. Ill. Case No. 10-02661
    Chapter 11 Petition Filed January 25, 2010
         Filed As Pro Se

In Re Midwest Manufacturing Company, Inc.
   Bankr. Neb. Case No. 10-40185
      Chapter 11 Petition Filed January 25, 2010
         See http://bankrupt.com/misc/neb10-40185.pdf

In Re Eleven-Eleven Rye, LLC
   Bankr. S.D. N.Y. Case No. 10-22108
      Chapter 11 Petition Filed January 25, 2010
         See http://bankrupt.com/misc/nysb10-22108.pdf

In Re Grape Realty, Inc.
   Bankr. S.D. N.Y. Case No. 10-22114
      Chapter 11 Petition Filed January 25, 2010
         See http://bankrupt.com/misc/nysb10-22114.pdf

In Re Keven A. McKenna, PC
   Bankr. R.I. Case No. 10-10256
      Chapter 11 Petition Filed January 25, 2010
         See http://bankrupt.com/misc/rib10-10256.pdf

In Re Allen Ted Tarpley
      Martha J. Tarpley
   Bankr. M.D. Tenn. Case No. 10-00654
      Chapter 11 Petition Filed January 25, 2010
         See http://bankrupt.com/misc/tnmb10-00654.pdf

In Re Professional Auto Recovery, Inc.
   Bankr. M.D. Tenn. Case No. 10-00655
      Chapter 11 Petition Filed January 25, 2010
         See http://bankrupt.com/misc/tnmb10-00655.pdf

In Re RJA, LLC
        dba Elfo's Restaurant
   Bankr. W.D. Tenn. Case No. 10-20784
      Chapter 11 Petition Filed January 25, 2010
         See http://bankrupt.com/misc/tnwb10-20784.pdf

In Re Harborwalk Marina Operating Co., Ltd.
   Bankr. S.D. Texas Case No. 10-80044
      Chapter 11 Petition filed January 25, 2010
         See http://bankrupt.com/misc/txsb10-80044p.pdf
         See http://bankrupt.com/misc/txsb10-80044c.pdf

In Re Marvin Earl Wesson, Jr.
   Bankr. N.D. Ala. Case No. 10-40195
      Chapter 11 Petition filed January 26, 2010
         See http://bankrupt.com/misc/alnb10-40195p.pdf
         See http://bankrupt.com/misc/alnb10-40195c.pdf

In Re Foster J. Rizopoulos
   Bankr. Ariz. Case No. 10-01989
      Chapter 11 Petition Filed January 26, 2010
         See http://bankrupt.com/misc/azb10-01989.pdf

In Re Harris Printers, Ltd.
   Bankr. Ariz. Case No. 10-01905
      Chapter 11 Petition Filed January 26, 2010
         See http://bankrupt.com/misc/azb10-01905.pdf

In Re Juhler Holdings USA, Inc.
   Bankr. C.D. Calif. Case No. 10-10907
      Chapter 11 Petition Filed January 26, 2010
         See http://bankrupt.com/misc/cacb10-10907.pdf

In Re Paseo On 6th LLC
   Bankr. C.D. Calif. Case No. 10-12759
      Chapter 11 Petition filed January 26, 2010
         See http://bankrupt.com/misc/cacb10-12759p.pdf
         See http://bankrupt.com/misc/cacb10-12759c.pdf

In Re Viyan Levy
         aka Vine Levy
         aka Vine C Levy
      Mathew Behrooz Chavol
   Bankr. C.D. Calif. Case No. 10-10887
      Chapter 11 Petition Filed January 26, 2010
         See http://bankrupt.com/misc/cacb10-10887.pdf

In Re 3060 Main, LLC
   Bankr. Conn. Case No. 10-50165
    Chapter 11 Petition Filed January 26, 2010
         Filed As Pro Se

In Re LLC Milford Car Care
   Bankr. Conn. Case No. 10-30217
      Chapter 11 Petition Filed January 26, 2010
         See http://bankrupt.com/misc/ctb10-30217.pdf

In Re George Robert Scheibe
        dba GRS Ranch
   Bankr.M.D. Fla. Case No. 10-01506
    Chapter 11 Petition Filed January 26, 2010
         Filed As Pro Se

In Re Alfonso Tapia Solis
   Bankr. Nev. Case No. 10-11091
      Chapter 11 Petition Filed January 26, 2010
         See http://bankrupt.com/misc/nvb10-11091.pdf

In Re American Standard Testing & Consulting Laboratories, Inc.
   Bankr. E.D. N.Y. Case No. 10-70473
      Chapter 11 Petition Filed January 26, 2010
         See http://bankrupt.com/misc/nyeb10-70473.pdf

In Re Gabrielle Portia Inc.
        aka Joseph Christopher Salon
        aka Spa For Beauty And Wellness
   Bankr. E.D. N.Y. Case No. 10-70476
      Chapter 11 Petition Filed January 26, 2010
         See http://bankrupt.com/misc/nyeb10-70476.pdf

In Re Hernasco Testing Laboratory, Inc.
   Bankr. E.D. N.Y. Case No. 10-70474
      Chapter 11 Petition Filed January 26, 2010
         See http://bankrupt.com/misc/nyeb10-70474.pdf

In Re Kary June Scoggins
        dba Halo Homes, LLC
   Bankr.E.D. Okla. Case No. 10-80077
    Chapter 11 Petition Filed January 26, 2010
         Filed As Pro Se

In Re Keven A. McKenna
   Bankr. R.I. Case No. 10-10274
      Chapter 11 Petition Filed January 26, 2010
         See http://bankrupt.com/misc/rib10-10274.pdf

In Re Wilburn S. Ballentine
        dba Ballentine Press
      Judy Diane Ballentine
        dba Ballentine Press
   Bankr. M.D. Tenn. Case No. 10-00719
      Chapter 11 Petition Filed January 26, 2010
         See http://bankrupt.com/misc/tnmb10-00719.pdf

In Re Condominium Services, Inc.
   Bankr. E.D. Va. Case No. 10-10581
      Chapter 11 Petition Filed January 26, 2010
         See http://bankrupt.com/misc/vaeb10-10581.pdf

In Re Thomas R. Geiser
      Denise E. Geiser
   Bankr. Ariz. Case No. 10-02157
      Chapter 11 Petition Filed January 27, 2010
         See http://bankrupt.com/misc/azb10-02157.pdf

In Re JBH Investment LLC
   Bankr. C.D. Calif. Case No. 10-12854
    Chapter 11 Petition Filed January 27, 2010
         Filed As Pro Se

In Re Vitacore Holdings LTD
   Bankr. C.D. Calif. Case No. 10-10949
    Chapter 11 Petition Filed January 27, 2010
         Filed As Pro Se

In Re Hanover Woods Homeowners' Association, Inc.
   Bankr. M.D. Fla. Case No. 10-01163
      Chapter 11 Petition Filed January 27, 2010
         See http://bankrupt.com/misc/flmb10-01163p.pdf
         See http://bankrupt.com/misc/flmb10-01163c.pdf

In Re American Service Trading, Inc.
   Bankr. S.D. Fla. Case No. 10-11807
      Chapter 11 Petition Filed January 27, 2010
         See http://bankrupt.com/misc/flsb10-11807.pdf

In Re Helene Kristina Olsson
   Bankr. S.D. Fla. Case No. 10-11829
      Chapter 11 Petition Filed January 27, 2010
         See http://bankrupt.com/misc/flsb10-11829.pdf

In Re HTA Enterprises, Inc.
        dba Swept Away Coach and Tours
        dba Swept Away Trailways
        dba Low Country Executive Transportation
        dba Gray Line of Savannah
        dba Gray Line of Hilton Head/Low Country Adventures
   Bankr. S.D. Ga. Case No. 10-40192
      Chapter 11 Petition filed January 27, 2010
         See http://bankrupt.com/misc/gasb10-40192p.pdf
         See http://bankrupt.com/misc/deb10-10110c.pdf

In Re Ronald D. Locke
   Bankr. S.D. Ga. Case No. 10-20114
      Chapter 11 Petition Filed January 27, 2010
         See http://bankrupt.com/misc/gasb10-20114.pdf

In Re City Center North
   Bankr. Kan. Case No. 10-20164
      Chapter 11 Petition Filed January 27, 2010
         See http://bankrupt.com/misc/ksb10-20164.pdf

   In Re Lenexa, Retail Partners, LLC
      Bankr. Kan. Case No. 10-20165
         Chapter 11 Petition Filed January 27, 2010
            See http://bankrupt.com/misc/ksb10-20165.pdf

In Re DD Partners
        dba Davis Dental Center
   Bankr. W.D. Ky. Case No. 10-30374
      Chapter 11 Petition Filed January 27, 2010
         See http://bankrupt.com/misc/kywb10-30374.pdf

In Re 512 Media, Inc.
   Bankr. Mass. Case No. 10-40308
      Chapter 11 Petition Filed January 27, 2010
         See http://bankrupt.com/misc/mab10-40308.pdf

In Re Quality Care Group Home, Inc.
   Bankr. Nev. Case No. 10-11224
      Chapter 11 Petition Filed January 27, 2010
         See http://bankrupt.com/misc/nvb10-11224.pdf

In Re K Brothers, Inc.
   Bankr. N.J. Case No. 10-12225
      Chapter 11 Petition Filed January 27, 2010
         See http://bankrupt.com/misc/njb10-12225.pdf

In Re Wilbur Metz's Cars Under Cover, Inc. - El Paso
   Bankr. W.D. Texas Case No. 10-30152
      Chapter 11 Petition Filed January 27, 2010
         See http://bankrupt.com/misc/txwb10-30152.pdf

In Re Virgin Islands Pancakes, LLC
        aka Captain Mayhem's
   Bankr. Virgin Islands Case No. 10-30025
      Chapter 11 Petition Filed January 27, 2010
         See http://bankrupt.com/misc/vib10-30025.pdf

In Re Burning Bush, LLC
   Bankr. E.D. Va. Case No. 10-30495
      Chapter 11 Petition Filed January 27, 2010
         See http://bankrupt.com/misc/vaeb10-30495.pdf

In Re Webster Foods, L.L.C.
   Bankr. S.D. W.Va. Case No. 10-20054
      Chapter 11 Petition Filed January 27, 2010
         See http://bankrupt.com/misc/wvsb10-20054.pdf

In Re Mark Weingart
        fdba Mark N. Weingart, Attorney at Law
   Bankr. Ariz. Case No. 10-02286
      Chapter 11 Petition Filed January 28, 2010
         See http://bankrupt.com/misc/azb10-02286.pdf

In Re M3 Holdings LLC
   Bankr. C.D. Calif. Case No. 10-13079
      Chapter 11 Petition Filed January 28, 2010
         See http://bankrupt.com/misc/cacb10-13079.pdf

In Re A Savannah Builders, LLC
   Bankr. Conn. Case No. 10-20227
      Chapter 11 Petition Filed January 28, 2010
         See http://bankrupt.com/misc/ctb10-20227.pdf

In Re Wendy Alexander
      Jeffrey Alexander
   Bankr. M.D. Fla. Case No. 10-01848
      Chapter 11 Petition Filed January 28, 2010
         See http://bankrupt.com/misc/flmb10-01848.pdf

In Re River Park Naples Limited Partnership
        dba River Park Apartments
        fka RSG Family Limited Partnership - River Park
   Bankr. M.D. Fla. Case No. 10-01837
      Chapter 11 Petition filed January 28, 2010
         See http://bankrupt.com/misc/flmb10-01837p.pdf
         See http://bankrupt.com/misc/flmb10-01837c.pdf

In Re Camco Cable Service, Inc.
   Bankr. S.D. Fla. Case No. 10-11927
      Chapter 11 Petition Filed January 28, 2010
         See http://bankrupt.com/misc/flsb10-11927.pdf

In Re Compton Blackman
   Bankr. N.D. Ga. Case No. 10-62452
      Chapter 11 Petition Filed January 28, 2010
         See http://bankrupt.com/misc/ganb10-62452.pdf

In Re Garret Roberts
   Bankr. Mass. Case No. 10-10780
      Chapter 11 Petition Filed January 28, 2010
         See http://bankrupt.com/misc/mab10-10780.pdf

In Re Jackie Allen McGinnis
      Debbie Kaye McGinnis
   Bankr. W.D. Mo. Case No. 10-60168
      Chapter 11 Petition Filed January 28, 2010
         See http://bankrupt.com/misc/mowb10-60168.pdf

In Re Eagle Rainbow Center, LLC
   Bankr. Nev. Case No. 10-11270
    Chapter 11 Petition Filed January 28, 2010
         See http://bankrupt.com/misc/nvb10-11270.pdf

In Re Hazeltine LLC
   Bankr. Nev. Case No. 10-50228
    Chapter 11 Petition Filed January 28, 2010
         See http://bankrupt.com/misc/nvb10-50228.pdf

In Re The Mall at the Galaxy, Inc.
   Bankr. N.J. Case No. 10-12435
      Chapter 11 Petition Filed January 28, 2010
         See http://bankrupt.com/misc/njb10-12435.pdf

In Re Gujarat Times, Inc.
   Bankr. S.D. N.Y. Case No. 10-22151
    Chapter 11 Petition Filed January 28, 2010
         See http://bankrupt.com/misc/nysb10-22151.pdf

In Re Maudie Lail Meyers
   Bankr. W.D. N.C. Case No. 09-50090
      Chapter 11 Petition Filed January 28, 2010
         Filed As Pro Se

In Re Pasha, Inc.
        aka Two Forty Two
   Bankr. R.I. Case No. 10-10331
    Chapter 11 Petition Filed January 28, 2010
         See http://bankrupt.com/misc/rib10-10331.pdf

In Re Tayco Properties, LLC
   Bankr. E.D. Tenn. Case No. 10-10485
    Chapter 11 Petition Filed January 28, 2010
         See http://bankrupt.com/misc/tneb10-10485p.pdf
         See http://bankrupt.com/misc/tneb10-10485c.pdf

In Re Cresson SWD Services, LP
   Bankr. N.D. Texas Case No. 10-40607
    Chapter 11 Petition Filed January 28, 2010
         See http://bankrupt.com/misc/txnb10-40607.pdf

In Re Wilbur Gene Metz
   Bankr. W.D. Texas Case No. 10-30162
    Chapter 11 Petition Filed January 28, 2010
         See http://bankrupt.com/misc/txwb10-30162.pdf

In Re Tyler Marshall Pettit
   Bankr. Utah Case No. 09-20901
      Chapter 11 Petition Filed January 28, 2010
         Filed As Pro Se

In Re Ernest Everett Craig
   Bankr. E.D. Va. Case No. 10-30548
    Chapter 11 Petition Filed January 28, 2010
         See http://bankrupt.com/misc/vaeb10-30548.pdf

In Re Campbell Lumber Co. of N.B., Inc.
   Bankr. W.D. Va. Case No. 10-50141
    Chapter 11 Petition Filed January 28, 2010
         See http://bankrupt.com/misc/vawb10-50141.pdf

In Re Community Health Foundation of Man, West Virginia, Inc.
   Bankr. S.D. W.Va. Case No. 10-20062
    Chapter 11 Petition Filed January 28, 2010
         See http://bankrupt.com/misc/wvsb10-20062.pdf

In Re Barbizon, LLC
   Bankr. N.D. Ala. Case No. 10-00523
    Chapter 11 Petition Filed January 29, 2010
         Filed As Pro Se

In Re Aaron's General Store, Inc., a Corporation
   Bankr. C.D. Calif. Case No. 10-11185
      Chapter 11 Petition Filed January 29, 2010
         See http://bankrupt.com/misc/cacb10-11185.pdf

In Re Scott Merrin
      Maria T. Merrin
   Bankr. C.D. Calif. Case No. 10-11030
      Chapter 11 Petition Filed January 29, 2010
         See http://bankrupt.com/misc/cacb10-11030.pdf

In Re Direct Line Investment and Development
   Bankr. E.D. Calif. Case No. 10-90311
    Chapter 11 Petition Filed January 29, 2010
         Filed As Pro Se

In Re Abdul Latief Bazaz
      Suman Bazaz
   Bankr. N.D. Calif. Case No. 10-40990
      Chapter 11 Petition Filed January 29, 2010
         See http://bankrupt.com/misc/canb10-40990.pdf

In Re Feroze Jinnah Ali
      Shabana Shaheeneen Ali
   Bankr. M.D. Fla. Case No. 10-00647
      Chapter 11 Petition Filed January 29, 2010
         See http://bankrupt.com/misc/flmb10-00647.pdf

In Re Golden Ribbon Corporation
        aka Marathon Ribbon
   Bankr. M.D. Fla. Case No. 10-01925
      Chapter 11 Petition Filed January 29, 2010
         See http://bankrupt.com/misc/flmb10-01925.pdf

In Re McBran Holdings, Inc.
        dba Nottingham Township
   Bankr. M.D. Fla. Case No. 10-01938
      Chapter 11 Petition Filed January 29, 2010
         See http://bankrupt.com/misc/flmb10-01938.pdf

In Re OGAL, Inc.
   Bankr. M.D. Fla. Case No. 10-02090
      Chapter 11 Petition Filed January 29, 2010
         See http://bankrupt.com/misc/flmb10-02090p.pdf
         See http://bankrupt.com/misc/flmb10-02090c.pdf

In Re Paule C. Hyppolite
        aka Carole P. Hyppolite
   Bankr. S.D. Fla. Case No. 10-12231
      Chapter 11 Petition filed January 29, 2010
         See http://bankrupt.com/misc/flsb10-12231p.pdf
         See  http://bankrupt.com/misc/flsb10-12231c.pdf

In Re Charles Jeffries & Son Trucking a Delaware corporation
   Bankr. C.D. Ill. Case No. 10-80257
      Chapter 11 Petition Filed January 29, 2010
         See http://bankrupt.com/misc/ilcb10-80257.pdf

In Re Everflora Chicago, Inc.
   Bankr. N.D. Ill. Case No. 10-03659
      Chapter 11 Petition Filed January 29, 2010
         See http://bankrupt.com/misc/ilnb10-03659.pdf

In Re Central Welding & Machine Co Inc.
   Bankr. Kan. Case No. 10-10230
      Chapter 11 Petition Filed January 29, 2010
         See http://bankrupt.com/misc/ksb10-10230.pdf

In Re Hickory Holdings, LLC
   Bankr. E.D. Ky. Case No. 10-20241
      Chapter 11 Petition Filed January 29, 2010
         See http://bankrupt.com/misc/kyeb10-20241.pdf

In Re Lykins Enterprises, Inc.
   Bankr. E.D. Ky. Case No. 10-20240
      Chapter 11 Petition Filed January 29, 2010
         See http://bankrupt.com/misc/kyeb10-20240.pdf

In Re Johnson & Johnson Automotive, Inc.
   Bankr. Md. Case No. 10-11947
      Chapter 11 Petition Filed January 29, 2010
         See http://bankrupt.com/misc/mdb10-11947.pdf

In Re Water Out Drying Corp.
   Bankr. N.J. Case No. 10-12522
    Chapter 11 Petition Filed January 29, 2010
         See http://bankrupt.com/misc/njb10-12522.pdf

In Re ARS Analytical, LLC
   Bankr. N.M. Case No. 10-10373
    Chapter 11 Petition Filed January 29, 2010
         See http://bankrupt.com/misc/nmb10-10373.pdf

In Re Distribution of Limousines, Inc.
   Bankr. W.D. Texas Case No. 10-50341
    Chapter 11 Petition Filed January 29, 2010
         See http://bankrupt.com/misc/txwb10-50341.pdf

In Re Sunny Ramaswami Dewakar
   Bankr. E.D. Va. Case No. 10-10693
    Chapter 11 Petition Filed January 29, 2010
         See http://bankrupt.com/misc/vaeb10-10693.pdf

In Re Waverly Book & Video, LLC
   Bankr. E.D. Va. Case No. 10-30606
    Chapter 11 Petition Filed January 29, 2010
         See http://bankrupt.com/misc/vaeb10-30606.pdf

In Re Tony L. Moore
      Kimberly Moore
        aka Kim Moore
   Bankr. N.D. Ala. Case No. 10-40251
      Chapter 11 Petition Filed January 30, 2010
         See http://bankrupt.com/misc/alnb10-40251p.pdf
         See http://bankrupt.com/misc/alnb10-40251c.pdf

In Re Ivan Copney
        dba Copney Enterprises
   Bankr. W.D. N.C. Case No. 10-10114
    Chapter 11 Petition Filed January 31, 2010
         See http://bankrupt.com/misc/ncwb10-10114.pdf

In Re Threewitt Enterprises, LLC
   Bankr. N.D. Ga. Case No. 10-62758
    Chapter 11 Petition Filed January 31, 2010
         See http://bankrupt.com/misc/ganb10-62758.pdf

In Re Josue Arocho Torres
        dba Jim Auto Service Specialties, Inc.
      Maria I. Rivera Gonzalez
   Bankr. Puerto Rico Case No. 10-00634
    Chapter 11 Petition Filed January 31, 2010
         See http://bankrupt.com/misc/prb10-00634.pdf

In Re Factory Direct Mattress Co., Inc.
   Bankr. M.D. Fla. Case No. 10-02364
      Chapter 11 Petition Filed February 2, 2010
         See http://bankrupt.com/misc/flmb10-02364.pdf

In Re The Temple of St. Petersburg, Inc.
   Bankr. M.D. Fla. Case No. 10-02355
      Chapter 11 Petition Filed February 2, 2010
         See http://bankrupt.com/misc/flmb10-02355.pdf

In Re M & M Associates, LLC
   Bankr. S.D. Fla. Case No. 10-12464
      Chapter 11 Petition Filed February 2, 2010
         See http://bankrupt.com/misc/flsb10-12464.pdf

In Re In Balance Fitness, Inc.
        dba Source 4 Fitness
   Bankr. N.D. Ga. Case No. 10-63275
      Chapter 11 Petition Filed February 2, 2010
         See http://bankrupt.com/misc/ganb10-63275.pdf

In Re Source Direct Holding, Inc.
   Bankr. Idaho Case No. 10-40129
      Chapter 11 Petition Filed February 2, 2010
         See http://bankrupt.com/misc/idb10-40129.pdf

  In Re The Worstell Business Trust
     Bankr. N.D. Ind. Case No. 10-20311
        Chapter 11 Petition Filed February 2, 2010
         See http://bankrupt.com/misc/innb10-20311.pdf

In Re WM 2590, LLC
   Bankr. N.D. Ind. Case No. 10-20310
      Chapter 11 Petition Filed February 2, 2010
         See http://bankrupt.com/misc/innb10-20310.pdf

In Re Blue Falls Apparel, Inc.
   Bankr. N.J. Case No. 10-13098
      Chapter 11 Petition filed February 2, 2010
         See http://bankrupt.com/misc/njb10-13098p.pdf
         See http://bankrupt.com/misc/njb10-13098c.pdf

In Re Marzilli Construction, Inc.
   Bankr. N.J. Case No. 10-13106
      Chapter 11 Petition Filed February 2, 2010
         See http://bankrupt.com/misc/njb10-13106.pdf

In Re Southgate Distributors, Inc.
   Bankr. N.J. Case No. 10-13092
      Chapter 11 Petition filed February 2, 2010
         See http://bankrupt.com/misc/njb10-13092p.pdf
         See http://bankrupt.com/misc/njb10-13092c.pdf

In Re Virgil F. Liptak
        aka Designed Financial Services
   Bankr. W.D. Okla. Case No. 10-10461
    Chapter 11 Petition Filed February 2, 2010
         Filed As Pro Se



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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