TCR_Public/100205.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, February 5, 2010, Vol. 14, No. 35

                            Headlines


20 BAYARD: Cash Collateral Hearing Scheduled for February 23
ACCENTIA BIOPHARMA: Plan of Reorganization Now Due Feb. 18
ACCURIDE CORP: Shareholders Ask for Confirmation Slowdown
ACCURIDE CORP: Wants Plan Exclusivity Until May 6
AEROTHRUST CORP: Has Until February 10 to File Schedules

AIR AMERICA MEDIA: Files for Chapter 7 Liquidation
ARRAY BIOPHARMA: December 31 Balance Sheet Upside-Down by $97.6MM
BUCKINGHAM FIN'L: Court Denied Investors' Motion to Dismiss Case
BURNING BUSH: Decrease in Enrollment Cues Chapter 11 Filing
CATHOLIC CHURCH: D.E. Jackson Seeks Payment of Fees

CATHOLIC CHURCH: D.E. Jackson Wants to Retain Foster Pepper
CATHOLIC CHURCH: Future Claimants Committee in Spokane Sought
CATHOLIC CHURCH: Spokane Fails to Stay Payments Pending Appeal
CENTRAL METAL: Has Access to Cash Collateral Until February 18
CHAMPION ENTERPRISES: Committee Hoping to Derail Sale of Business

CHEMTURA CORP: Enters Into 3rd Amendment to DIP Credit Agreement
CHEMTURA CORP: Gets Nod to Establish Claims Objections Protocol
CHEMTURA CORP: Gets Nod to Establish Claims Settlement Protocol
CINRAM INTERNATIONAL: Moody's Cuts Corp. Family Rating to 'Caa1'
COMMUNITY EDUCATION: Moody's Puts 'B3' Rating on $210 Mil. Notes

COREL CORP: Steven Cohen and Dan Ciporin Resign as Directors
DENBURY RESOURCES: S&P Affirms Corporate Credit Rating at 'BB'
DOLE FOOD: Fiscal Year 2009 Results Won't Move Fitch's 'B' Rating
DURA AUTOMOTIVE: Reveals New Management Structure
EASTMAN KODAK: Launches Cash Tender Offer for 7.25% Senior Notes

ESTATE FINANCIAL: Court to Consider Construction Loan on March 29
ESTATE FINANCIAL: Court OKs Sale of Interest in Sanger, CA Asset
F&M BANK-IOWA: Fitch Puts 'B-/B' Rating on Positive Watch
FAIRFIELD RESIDENTIAL: Court Sets March 15 as Claims Bar Date
FAIRPOINT COMMUNICATIONS: Strikes Deal Over Union Contracts

FIRSTGOLD CORP: Section 341(a) Meeting Scheduled for March 1
FLEETWOOD ENTERPRISES: Heartland RV Acquires Towable Trademarks
FLEETWOOD ENTERPRISES: Proposes Amended Employee Incentive Program
FLEETWOOD ENTERPRISES: Can Use Cash Collateral Until February 8
FRANKENMUTH INC: Moody's Cuts Ratings on Zehnder's Notes to 'B1'

GENERAL GROWTH: Proposes Protocol for Resolving PI Claims
GENERAL GROWTH: Seeks Approval of UBS as M&A Advisor
GENERAL GROWTH: Wants April 26 Plan Exclusivity Extension
GENERAL MOTORS: NY Town Objects to Old GM's Mediation Plan
GETTY IMAGES: Moody's Affirms Corporate Family Rating at 'Ba2'

GOODYEAR TIRE: S&P Assigns 'B+' Rating on New Senior Notes
GULFSTREAM CRANE: Gets Final OK to Access Lenders' Cash Collateral
HARBORWALK LP: Wants to Obtain DIP Financing From Klein Equities
HAWKEYE RENEWABLES: Gets Final OK to Use Lenders' Cash Collateral
HAWKEYE RENEWABLES: Taps Weil Gotshal as Bankruptcy Counsel

HEXION SPECIALTY: S&P Raises Corporate Credit Rating to 'B-'
HILCORP ENERGY: Moody's Assigns 'B2' Rating on $300 Mil. Notes
HILCORP ENERGY: S&P Assigns 'BB-' Rating on $300 Mil. Notes
INTERSTATE HOTELS: Faces Class Suit on Proposed Merger
INTERSTATE HOTELS: First Eagle Dumps Shares Amid Tax Benefit Plan

JSC BTA BANK: Seeks Bankruptcy Protection in New York
KEMET CORP: Has $56-Mil. 'Distressed Exchange' Offer
KEMET CORPORATION: Moody's Assigns Corporate Family Rating at 'B2'
KEMET CORP: S&P Assigns Corporate Credit Rating at 'B'
KLCG PROPERTY: Can Obtain $2.8MM DIP Loan from Dougherty Funding

LAZARD GROUP: Moody's Reviews 'Ba1' Rating on Senior Notes
LEHMAN BROTHERS: Bank of New York to Appeal CDO Ruling
LEHMAN BROTHERS: ERISA Class Action Against Lehman Directors Nixed
LODGENET INTERACTIVE: BlackRock Reports 5.26% Equity Stake
LODGENET INTERACTIVE: Wells Fargo Discloses 10.92% Equity Stake

LODGIAN INC: Inks Amendment to $130 Million Mortgage Loan
MERCER INT'L: Bank of America Reports 7.6% Equity Stake
MERCER INT'L: Franklin Resources Reports 3.6% Equity Stake
MESA AIR: Committee Proposes Morrison as Counsel
MESA AIR: Gets Final Nod to Honor Industry Related Agreements

MESA AIR: Gets Final Nod to Pay Critical Vendors
MHG CASA: Casa Madrano Hotel On Auction Block
MOVIE GALLERY: Chapter 22 Case Summary & Creditors List
MPI AZALEA: Section 341(a) Meeting Scheduled for February 19
NATURAL PRODUCTS: Court Okays AlixPartners as Claims Agent

NATURAL PRODUCTS: Gets Interim Okay on Obtaining DIP Financing
NEENAH ENTERPRISES: Seeks OK of $50MM BNY & $90MM BofA DIP Loans
NEXTMEDIA GROUP: Gets Final OK to Obtain $20MM DIP Financing
NEXTMEDIA GROUP: Has Until Feb. 19 to File Schedules & Statement
NTK HOLDINGS: Files Final Report on Chapter 11 Cases

NTK HOLDINGS: Wants 2 Remaining Chapter 11 Cases Closed
OSHKOSH CORPORATION: Moody's Upgrades Corp. Family Rating to 'B1'
PRIMUS TELECOM: Posts $15.2 Million Net Loss in Q3 2009
PROTECTIVE PRODUCTS: Wants DIP Financing & Use Cash Collateral
PUBLICK FISH: Files for Chapter 11 Bankruptcy in Oregon

QUANTUM CORP: BlackRock Reports 5.38% Equity Stake
QUEST RESOURCE: Amends Q3/09 to Disclose MGE Contract Cancellation
REMINGTON RANCH: Wants DIP Financing From James Pippin
RENEW ENERGY: ALL Fuels Buys Plant from Valero for $100MM
R.H. DONNELLEY: Sidley Austin Bills $2.77MM for Sept.-Nov. Work

RICCO INC: U.S. Trustee Appoints 6-Member Creditors Committee
ROBBINS BROS: Court Dismisses Chapter 11 Reorganization Case
ROBERT MIELL: Failed to Reveal Assets, Says U.S. Trustee
SEVEN SEAS: S&P Puts Junk Rating on $175MM Sr. Secured. Loan
SEVERSTAL COLUMBUS: Moody's Assigns 'B3' Corporate Family Rating

SHERWOOD FARMS: Asks for Court Okay to Use Cash Collateral
SHERWOOD FARMS: Wants DIP Financing From Pentagon Apollo
SMURFIT-STONE: 160 Claims Change Hands in Past Two Weeks
SMURFIT-STONE: CCAA Court Rules on Finance II Intercompany Claim
SMURFIT-STONE: Committee Balks at Finance II Switch to Ch. 7

SPRINGBOARD FINANCE: S&P Affirms 'B+' Rating on Amended Loan B
STALLION OILFIELD: Moody's Assigns 'B3' Corporate Family Rating
TLC VISION: Enters Deal for Alternative Restructuring Plan
TRIBUNE CO: Gets Nod to Assume Agreements With NBC
TRIBUNE CO: Gets OK to Purchase Tail Coverage for $5.6MM

TRIBUNE CO: Hires Seyfarth Shaw for Employment Litigation
TRIBUNE CO: McCormick's $50 Billion Claim Disallowed
TRONOX INC: Creditors Reach Deal With Lenders
TRUMP ENTERTAINMENT: Trumps Seek Right to Vote on Beal/Icahn Plan
TSG INCORPORATED: Files Schedules of Assets and Liabilities

TXCO RESOURCES: Reorganization Plan Receives Court Confirmation
USA DRY VAN: Files Chapter 11 in Corpus Christi
VERIFIED IDENTITY: L-1 Identity Solutions Named Exclusive Provider
VERMILLION INC: Pays Health Discovery Corporation
VICORP RESTAURANTS: Court OKs Dismissal of Reorganization Cases

VISTEON CORP: Has Nod to Sell Radar Systems Biz. to Autoliv
VISTEON CORP: Proposes $11 Mil. Settlement With IBM
VISTEON CORP: Proposes to Sell AAC JV Assets for $3.1MM
VISTEON CORP: Seeks Approval of Van Buren Township Settlement
WABASH NATIONAL: BlackRock Discloses 7.54% Equity Stake

WARNER CHILCOTT: S&P Withdraws 'B+' Rating on $600 Mil. Notes
WASHINGTON MUTUAL: Equity Panel Wants Benesch as Del. Counsel
WASHINGTON MUTUAL: Noteholders Appeal Rule 2019 Compliance Order
WHITNEY DESIGN: Court Approves $8.7 Million Sale Transaction
WASTEQUIP INC: Moody's Changes Default Rating to 'Caa2/LD'

WILLIAMS PARTNERS: Fitch Ups Issuer Default Rating From 'BB'
WICK BUILDING: Founder Invests $2.5 Million Cash to Buy Unit
WM BOLTHOUSE: S&P Downgrades Rating on New Senior Facility to 'B'
ZAYAT STABLES: Files Chapter 11 in New Jersey

* Practical Law Company Launches PLC Law Department

* BOOK REVIEW: Bankruptcy Investing: How to Profit from Dist. Cos.


                            *********


20 BAYARD: Cash Collateral Hearing Scheduled for February 23
------------------------------------------------------------
The Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York will consider at a hearing on
February 23, 2010, at 11:00 a.m., 20 Bayard Views, LLC's continued
access to W Financial Fund, LP.'s cash collateral.  The hearing
will be held at Courtroom 3585.

As reported in the Troubled Company Reporter on January 4, 2010,
the Debtor obtained interim approval to access cash collateral
which consists of monthly rental payments from leases held by the
Debtor for its 37 condominium units and 40 parking spaces located
at the Bayard Condominium Complex.  Rental income from the
Collateral averages $130,000 a month.  The WFF Appraisal
establishes that the fair market value of the Collateral is in
excess of $21,000,000.

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

The Debtor related that the interests of WFF and the other known
secured creditors are adequately protected because the collateral
is valued well in excess of WFF's Debt and the Mechanic Lien
Claims.  The cash collateral will be applied to maintain the value
of the collateral, including payment of Court approved bankruptcy
administrative fees of the Debtor.  The Debtor expects to minimize
the administration costs by proposing a Chapter 11 plan in the
near term and obtaining confirmation of a reorganization plan
within 120 days of the bankruptcy filing.  During that time
period, WFF and the other known secured creditors will be
adequately protected due to the equity cushion and the Debtor's
proposed use of cash collateral.

Brooklyn, New York-based 20 Bayard Views, LLC, filed for Chapter
11 bankruptcy protection on December 4, 2009 (Bankr. E.D.N.Y.
Case No. 09-50723).  Leslie A. Berkoff, Esq., at Moritt Hock
Hamroff Horowitz, 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 in its petition.


ACCENTIA BIOPHARMA: Plan of Reorganization Now Due Feb. 18
----------------------------------------------------------
Accentia Biopharmaceuticals, Inc., and its debtor affiliates asked
the U.S. Bankruptcy Court for the Middle District of Florida to
approve a stipulation extending until February 18, 2010, their
exclusive right to file a plan of reorganization.

Lenders Laurus Master Fund, Ltd., and its affiliates signed, for
the sixth time, a stipulation consenting to an extension of
Accentia's plan filing periods.  Laurus agreed that if the Debtors
file a plan of reorganization on or before February 18, the
Debtors will continue to have the exclusive rights to solicit
acceptances of that plan until April 20, 2010.

Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc.
(Nasdaq: ABPI) -- http://www.accentia.net/--is biopharmaceutical
company focused on the development and commercialization of drug
candidates that are in late-stage clinical development and
typically are based on active pharmaceutical ingredients that have
been previously approved by the FDA for other indications.  The
Company's lead product candidate is SinuNase(TM), a novel
application and formulation of a known therapeutic to treat
chronic rhinosinusitis.

The Company has acquired the majority ownership interest in
Biovest International Inc. and a royalty interest in Biovest's
lead drug candidate, BiovaxID(TM) and any other biologic products
developed by Biovest.  The Company also has a specialty
pharmaceutical business, which markets products focused on
respiratory disease and an analytical consulting business that
serves customers in the biopharmaceutical industry.

Accentia BioPharmaceuticals and nine affiliates filed for Chapter
11 protection on November 10, 2008 (Bankr. M.D. Fla., Lead Case
No. 08-17795).  Charles A. Postler, Esq., and Elena P. Ketchum,
Esq., at Stichter, Riedel, Blain & Prosser, in Tampa, Florida; and
Jonathan B. Sbar, Esq., at Rocke, McLean & Sbar, P.A., represent
the Debtors as counsel.  Attorneys at Olshan Grundman Frome
Rosenzweig, and Genovese Joblove & Battista PA, represent the
official committee of unsecured creditors.  The Debtors said
assets totalled $134,919,728 while debts were $77,627,355 as of
June 30, 2008.


ACCURIDE CORP: Shareholders Ask for Confirmation Slowdown
---------------------------------------------------------
The Official Committee of Equity Security Holders in Accuride
Corp.'s cases asks the Bankruptcy Court to adjourn the February 10
hearing on the reorganization plan until March 17, 2010.

The Equity Committee also asks the Court to postpone until
March 17 a motion for its dissolution filed by an ad hoc group of
noteholders.

The Equity Committee says that an adjournment would give the
Debtors time to explore an alternative plan proposal by the equity
holders.

The Equity Committee filed the Motion under seal because it
referred to documents produced and testimony elicited during the
discovery process, all of which have been designated as "highly
confidential" by the Debtors.

A hearing on the Motion is scheduled for February 8.

                       About Accuride Corp.

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

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

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

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


ACCURIDE CORP: Wants Plan Exclusivity Until May 6
-------------------------------------------------
Accuride Corp. and its units ask the U.S. Bankruptcy Court for the
District of Delaware to extend until May 6, 2010, their exclusive
period to propose a Chapter 11 plan and until July 6, 2010, their
exclusive period to solicit acceptances of the plan.

The Debtors expect to confirm their reorganization plan at a
hearing set for February 10, 2010.  They said, however, that
absent an extension, they may not obtain sufficient time to
complete the various tasks that may need to be completed before a
plan can be confirmed.

                       About Accuride Corp.

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

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

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

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


AEROTHRUST CORP: Has Until February 10 to File Schedules
--------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware extended until February 10, 2010, AeroThrust
Corporation and AeroThrust Engine Leasing Holding Company, LLC's
time to file their schedules of assets and liabilities, schedules
of secured and unsecured creditors, schedules of executory
contracts and unexpired leases and statements of financial
affairs.

Miami, Florida-based AeroThrust Corporation provides engine
repair, maintenance and overhaul of the CFM56 and JT8D engines.
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.  Thomas F. Driscoll, III,
Esq., at Bifferato LLC, assists the Debtors in their restructuring
efforts.  AeroThrust Corporation listed $50,000,001 to
$100,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


AIR AMERICA MEDIA: Files for Chapter 7 Liquidation
--------------------------------------------------
Air America Media LLC filed a petition for liquidation under
Chapter 7 on Feb. 3, 2010 (Bankr. S.D.N.Y. Case No. 10-10615).

As reported by the Troubled Company Reporter, Air America stopped
broadcasting last month and said it would file for liquidation.
Liquidation became necessary when an effort at finding new
investors ended in failure, according to Bill Rochelle at
Bloomberg News.

The petition listed assets of $1.5 million and debt totaling $17.2
million, including $795,000 in secured claims.  The largest single
asset, a $520,000 rent deposit, is also collateral for the
Manhattan landlord.

Then formally named Piquant LLC, the network was in a Chapter 11
reorganization and was authorized in February 2007 to sell the
business for $4.25 million to New York real estate developer
Stephen L. Green, the chairman of SL Green Realty Corp.,
Manhattan's largest office building owner at the time.


ARRAY BIOPHARMA: December 31 Balance Sheet Upside-Down by $97.6MM
-----------------------------------------------------------------
Array BioPharma Inc. reported Monday financial results for the
second quarter of fiscal 2010.

At December 31, 2009, the Company's balance sheets showed
$147.0 million in total assets and $244.6 million in total
liabilities, resulting in a $97.6 million shareholders' deficit.

Array reported revenue of $9.6 million for the second quarter of
fiscal 2010, compared to revenue of $7.7 million for the same
period in fiscal 2009.  Array spent $19.1 million for proprietary
research and development during the quarter to advance its wholly-
owned drugs in clinical development and select discovery programs.
This compares to $23.7 million spent for research and development
during the second quarter of fiscal 2009.

Array reported a net loss of $21.8 million, or ($0.44) per share,
for the second quarter, compared to a net loss of $37.8 million,
or ($0.79) per share, for the second quarter in fiscal 2009.
Array ended the second quarter of fiscal 2010 with $115 million in
cash, cash equivalents and marketable securities.

Array reported revenue of $17.5 million for the six-month period
ended December 31, 2009, compared to revenue of $13.4 million for
the same period in fiscal 2009.  Net loss for the six months ended
December 31, 2009, was $46.6 million, or ($0.96) per share,
compared to a net loss of $71.5 million, or ($1.50) per share,
reported in the same six-month period in fiscal 2009.

"We are delighted to partner with Amgen on our type 2 diabetes
program, including AMG 151 / ARRY-403, which provided a
$60 million up-front payment with additional potential milestones
of $666 million and a double-digit royalty," said Robert E.
Conway, Chief Executive Officer.  "We continued to implement our
partnering strategy with our Amgen deal, which significantly added
to our cash balance and reduced our burn.  Our partnerships, which
include seven Array-invented drugs in clinical trials, provide
Array with significant upside of $1.9 billion in potential
milestones and royalties that range up to 15 percent.  As a result
of our partnering efforts, we are revising our guidance for the
second half of the fiscal year, increasing our revenue and
reducing our loss per share."

A full-text copy of the Company's condensed financial statements
for the second quarter of fiscal 2010 is available for free at:

               http://researcharchives.com/t/s?5086

                            Liquidity

The Company has incurred operating losses and has an accumulated
deficit primarily as a result of ongoing research and development
spending.  As of December 31, 2009, the Company had an accumulated
deficit of $459.8 million.

The Company has historically funded its operations through revenue
from its collaborations and out-licensing transactions, the
issuance of equity securities and through debt provided by its
credit facilities.  Until the Company can generate sufficient
levels of cash from its operations, which the Company does not
expect to achieve in the foreseeable future, the Company will
continue to utilize its existing cash, cash equivalents and
marketable securities that were generated primarily from these
sources.

The Company currently uses approximately $21 million per quarter
to fund its operations.  The Company believes that its existing
cash, cash equivalents and marketable securities, excluding the
value of the auction rate securities ("ARS") it holds, will enable
it to continue to fund its operations at this level for the next
12 months.  The Company is currently in active licensing
discussions with a number of potential partners on select
programs.  In December 2009, the Company received a $60 million
upfront payment from Amgen Inc. under a Collaboration and License
Agreement with them for the Company's small-molecule glucokinase
activator, AMG 151 / ARRY-403.  The Company's current plan
contemplates the receipt of significant additional upfront
payments from new collaboration or licensing deals in the next 12
months.  There can be no guarantee the Company will be successful
in receiving such payments.  The Company also plans to satisfy its
interest payment obligations under the credit facilities with
Deerfield Private Design Fund, L.P., and Deerfield Private Design
International Fund, L.P., either through the issuance of shares of
common stock to Deerfield in accordance with the facility
agreements with Deerfield, or with the proceeds from sales of its
common stock pursuant to the Equity Distribution Agreement with
Piper Jaffray & Co.

If the Company is unable to obtain additional funding from these
or other sources to the extent or when needed, it may be necessary
to significantly reduce its current rate of spending through
further reductions in staff and delaying, scaling back or stopping
certain research and development programs.  Insufficient funds may
also require the Company to relinquish greater rights to product
candidates at an earlier stage of development or on less favorable
terms to it or its stockholders than the Company would otherwise
choose in order to obtain up-front license fees needed to fund its
operations.

                      About Array BioPharma

Boulder, Colo.-based Array BioPharma Inc. (Nasdaq: ARRY) --
http:www.arraybiopharma.com/ -- is a biopharmaceutical company
focused on the discovery, development and commercialization of
targeted small-molecule drugs to treat patients afflicted with
cancer and inflammatory diseases. Our proprietary drug development
pipeline includes clinical candidates that are designed to
regulate therapeutically important target proteins and are aimed
at significant unmet medical needs.


BUCKINGHAM FIN'L: Court Denied Investors' Motion to Dismiss Case
----------------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas denied Helmut Landwehr, et al.'s request
to dismiss Buckingham Financial, LLC's Chapter 11 bankruptcy case.

As reported in Troubled Company Reporter on January 4, 2010,
Helmet Landweher, et al., investors in the TRA Operating
Partnerships, sought the dismissal, relating that the investors'
monies hadn't been used to acquire the land, but rather was
diverted to Today Financial LLC in September and October 2008.

Plano, Texas-based Buckingham Financial, LLC, operates as a real
estate business.  The Company filed for Chapter 11 bankruptcy
protection on December 6, 2009 (Bankr. E.D. Tex. Case No. 09-
43863).  John P. Lewis, Jr., Esq., who has an office in Dallas,
Texas, 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.


BURNING BUSH: Decrease in Enrollment Cues Chapter 11 Filing
-----------------------------------------------------------
Drew Jackson at Richmond BizSense says Burning Bush Day Care filed
for Chapter 11 bankruptcy protection citing two years of declining
enrollment.  The Burning Bush has $562,900 in assets and $406,500
in liabilities.

Burning Bush said it tries to negotiate payment plans with its
creditors but was unsuccessful, Mr. Jackson says.

Burning Bush, Mr. Jackson notes, owes $231,500, to M&T Bank and
$175,000 to Small Business Administration.  There are no unsecured
creditors listed in the filing, he adds.

Burning Bush Day Care operates a day care center.


CATHOLIC CHURCH: D.E. Jackson Seeks Payment of Fees
---------------------------------------------------
Dillon E. Jackson, Esq., at Foster Pepper PLLC, in Seattle,
Washington, reminds the U.S. Bankruptcy Court for the Eastern
District of Washington that he has filed an application for
compensation in the bankruptcy case of The Catholic Bishop of
Spokane, also known as The Catholic Diocese of Spokane, on behalf
of certain future claimants.

Spokane's confirmed Plan of Reorganization contemplated deposits
to a Plan trust for application to claims.  A future claims
initial trust amount of $1,000,000 was part of the process.  The
Future claims provisions also provided for augmentation of the
Future Claims Trust from specified sources.

Due to the recent activities in the bankruptcy case, which involve
Certain Future Claimants, Mr. Jackson supplements his previous
application for the recent work he did on their behalf.

Among other things, Mr. Jackson asserts that his work with respect
to the Diocese's request to seal future claimants' pleadings and
the subsequent related issues involves a lot of work hours.  He
notes that Section 503(b)(3) of the Bankruptcy Code provides for
compensation to claimants and counsel, who provide a substantial
contribution to the case.

"It can be argued that at this stage of the case, [Section]
503(b)(3) is not applicable.  But the underlying concepts and the
general equitable powers of the court to prevent injustice and to
award fees to be paid from the Future Claims Trust is
appropriate," Mr. Jackson says.

The Court will hold a hearing on February 22, 2010, to consider
the application.

                   About The Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan to
the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  On April 24,
2007, the Court confirmed Spokane's second amended joint plan.
That plan is effective May 31, 2007.  (Catholic Church Bankruptcy
News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: D.E. Jackson Wants to Retain Foster Pepper
-----------------------------------------------------------
Dillon E. Jackson, Esq., at Foster Pepper PLLC, in Seattle,
Washington, ask the United States Bankruptcy Court for the Eastern
District of Washington to approve his and his firm's retention as
counsel to a proposed future claimants committee.

Mr. Jackson represents certain future tort claimants in the
bankruptcy case of The Catholic Bishop of Spokane, also known as
The Catholic Diocese of Spokane.  Those claimants have proposed
the appointment of the Future Claimants Committee.

The Future Tort Claimants are facing adverse litigation from the
Diocese, which attempts to breach the confirmed Plan of
Reorganization, Mr. Jackson alleges.  He avers that the Diocese's
effort affects all Future Tort Claimants, known and unknown.

Mr. Jackson tells the Court that he is exceptionally qualified to
act on behalf of the Future Claimants Committee, and that he has
been in the case from the beginning.  He says that as Committee
counsel, he will oppose attempts by the Diocese to renege on the
terms of its settlement and Plan of Reorganization.

Ms. Jackson's current hourly rate is $450.

Mr. Jackson assures Judge Williams that he is not a creditor of
the Diocese as defined by Section 101(10) of the Bankruptcy Code.

                          Objections
A. Diocese

The Diocese contends that neither the Plan nor the Bankruptcy Code
authorize the appointment of a committee post-confirmation and
after substantial consummation of the Plan.  Hence, the
Application should be denied as moot.

Daniel J. Gibbons, Esq., at Paine Hamblen LLP, in Spokane,
Washington, relates that Rule 2014-1(a) of the Local Bankruptcy
Rules of the Eastern District of Washington authorizes employment
applications to be made only by a trustee, debtor-in-possession,
creditors' committee or debtor.  He argues that no committee of
future claimants has been appointed.  He also contends that Foster
Pepper and Mr. Jackson lack standing to seek employment on their
own behalf.

The Application is deficient on its face, and the lack of
disclosure makes it impossible to determine whether Foster Pepper
and Mr. Jackson are free from conflicts of interest and are
eligible to serve as counsel for a committee, Mr. Gibbons further
contends.

The Diocese also objects to the proposed hourly rate because a
rate of $450 per hour grossly exceeds the prevailing hourly rates
charged in the Spokane area.

B. Claimant C.B.

Future Tort Claimant C.B. has a valid and viable future tort claim
against the Diocese, which is 'barred' because he previously
failed to file a present tort claim correctly.  He contends that
the Plan is inconsistent, and challengeable, on the basis that his
future tort claim is barred when others, who could have but did
not make a present tort claim, later made future tort claims,
which were recognized.

Claimant C.B. expects that other future tort claimants will object
to and oppose his claim because his successful claim reduces or
would reduce the available funds for other future tort claimants.
Claimant C.B. argues, if Mr. Jackson is permitted to serve as
counsel for a Future Claimants Committee, he would be unable to
both recognize and advance the cause of Claimant C.B.
-- given his prior opposition to the positions taken by Claimant
C.B. -- while representing other future tort claimants.  Hence,
Claimant C.B. asks the Court not to approve the Application or the
request to appoint a future tort claimants committee.

                   About The Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan to
the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  On April 24,
2007, the Court confirmed Spokane's second amended joint plan.
That plan is effective May 31, 2007.  (Catholic Church Bankruptcy
News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: Future Claimants Committee in Spokane Sought
-------------------------------------------------------------
In 2008, The Catholic Bishop of Spokane, also known as The
Catholic Diocese of Spokane, commenced efforts to avoid its
responsibilities to pay the allowed claims of Future Claimants
under the terms of the confirmed Plan of Reorganization it
sponsored, Dillon E. Jackson, Esq., at Foster Pepper PLLC, in
Seattle, Washington, tells the U.S. Bankruptcy Court for the
Eastern District of Washington.

The Plan was confirmed on April 24, 2007.  The bankruptcy case was
closed in 2008 and reopened in late 2009 to deal with the
continued attack on the Plan by the Diocese, alleges Mr. Jackson,
who represents certain future claimants.

The Diocese, having failed to convince the Tort Claims Reviewer of
its adversarial interpretation of the Plan terms relating to
Future Claims, attempted to have the Court review the TCR's
decisions in motions commencing in October 2009, Mr. Jackson says.
He contends that the effort, while hard fought by the Diocese, was
utterly devoid of merit.

The Diocese's legal team effort, however ill-conceived, must be
resisted with equal strength because the financial burden simply
cannot be placed on a handful of future claimants, Mr. Jackson
argues.  He contends that the Future Claims Representative has
been discharged and exonerated, and feels the effort would be
separate from his assigned task to assist in Plan and settlement
negotiations.

At least 20 future claimants are known, and from this body of
known claimants, a committee can be formed and function with the
specific task of enforcing the Plan and combating the cynical
efforts of the Diocese, Mr. Jackson asserts.  He adds that the
committee representation would be completely generic and would not
deal with individual claims since the attacks of the Diocese are
on Plan and Matrix Protocol interpretations and not claim
specific.

Against this backdrop, Certain Future Claimants ask the Court to
appoint a future claimants committee pursuant Section 1102 of the
Bankruptcy Code.  Mr. Jackson argues that appointment of the
committee at this stage in a case is unusual, but the
circumstances are unique and cry out for the relief sought.

                        Diocese Objects

The Future Claimants' request to appoint is improperly made to the
Court, rather than the U.S. Trustee, asserts Daniel J. Gibbons,
Esq., at Paine Hamblen LLP, in Spokane, Washington.  Regardless,
he contends, there is no basis to appoint a committee after
confirmation and substantial consummation of the Plan.

"Not only is there no legal authority to appoint a new committee
at this time, such an appointment would be inconsistent with the
Plan, and would be impossible to implement in any event due to the
nature of the future claim process," Mr. Gibbons argues.  "And,
since the Bankruptcy Court reserved jurisdiction to ensure the
Plan is properly implemented and enforced, a new committee is not
only unauthorized, it is unnecessary," he continues.

Gayle Bush was appointed as the Future Claims Representative on
June 3, 2005, as the legal representative for Future Tort
Claimants, and represented the interests of the Future Tort
Claimants when the Plan was negotiated and confirmed, Mr. Gibbons
explains.  He notes that the FCR's appointment has been
terminated, and the FCR's Tort Claim has been satisfied, and all
property of the Debtor has been revested in the Reorganized
Debtor.

Except for reconstituting the committees and reinstituting the
representation of the FCR for the sole purpose of appointing a
successor to the TCR or Plan Trustee, the committees and FCR have
no further role in the Diocese's bankruptcy case, Mr. Gibbons
further argues.  He insists that the interests of Future Tort
Claimants were adequately represented by the FCR during the
negotiation, confirmation and consummation of the Plan, and
therefore, no Future Claimants Committee should be appointed.

The Diocese subsequently filed an amended objection to add an
exhibit containing a copy of the Court's oral decision dated
March 28, 2005, which disbanded the tort litigants committee in
the case.

                   About The Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan to
the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  On April 24,
2007, the Court confirmed Spokane's second amended joint plan.
That plan is effective May 31, 2007.  (Catholic Church Bankruptcy
News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: Spokane Fails to Stay Payments Pending Appeal
--------------------------------------------------------------
Pursuant to Rule 8005 of the Federal Rules of Bankruptcy
Procedure, The Catholic Bishop of Spokane, also known as the
Catholic Diocese of Spokane, asks the United States Bankruptcy
Court for the Eastern District of Washington for a stay of
distributions to Future Tort Claimants pending a ruling on its
appeal of the (i) orders regarding payment of future claims, (ii)
orders granting in part and denying in part the Diocese's motion
to strike, and (iii) order denying ex parte motion to seal.

No bond is necessary to protect the Future Tort Claimants under
the facts and circumstances of this case, Daniel J. Gibbons, Esq.,
at Paine Hamblen LLP, in Spokane, Washington, tells Judge
Williams.  He notes that the Plan Trustee is in possession of and
controls the Future Claims Fund, and that the current balance of
that fund is approximately $900,000.

Mr. Gibbons assures the Court that the Future Claims Commitment is
secured by a lien on all property of the Diocese and all real
property and fixtures of FTC Parish Group 1 and FTC Parish Group
2.  In short, he avers, pursuant to the Plan, the FC Fund has been
fully funded, and the Diocese's obligations for Future Tort Claims
under the Plan are secured.

Under the circumstances, there is no need for a supersedeas bond,
Mr. Gibbons asserts.  In the alternative, the Diocese asks that
the Court approve a supersedeas bond for $30,000, which bond will
more than cover post-judgment interest at the federal rate,
currently 0.41%, as well as the appellees' estimated costs of
appeal.

Future Tort Claims allowed on or before October 13, 2009, total
approximately one half of the FC Fund, and the Diocese anticipates
that the FC Fund will be exhausted in short order.  Under the
Plan, Future Tort Claimants must be paid in cash, in full, which
means the Plan Trustee will initiate foreclosures on the Diocese
and Parish property to provide the cash necessary to pay Future
Tort Claims, Mr. Gibbons says.  He avers that foreclosures will
likely be completed prior to resolution of the appeal.  Therefore,
he points out, among other things, the Diocese faces irreparable
harm if stay is not granted.

The Diocese also asks the Court for an expedited hearing on its
request.

                            Objections
A. Plan Trustee

Plan Trustee Gloria Z. Nagler relates that the Diocese sought to
enjoin her and the Tort Claims Reviewer, Kate Pflaumer, from
paying future tort claimants who, in the TCR's exercise of
discretion granted her under the Plan, qualified for the payment.
Ms. Nagler contends that the Diocese waited until after months of
claims consideration by the TCR had passed, and until the TCR had
allowed at least seven future tort claims, to assert its
contention that the TCR and Plan Trustee should be restrained from
exercising their discretion under the Plan.

Neither the Plan nor the Plan Trust contemplates any appellate
review of the TCR's or Plan Trustee's actions in administration of
the Plan or the Plan Trust, and the Court confirmed that
understanding in its oral ruling of December 17, 2009, Ms. Nagler
argues.  She insists that the Plan and Plan Trust contemplate an
opportunity for interested parties to seek declaratory relief
regarding the interpretation of the Plan, but declaratory relief
would not provide the Diocese with reversal of the TCR's decisions
sought by the Diocese in this instance, she says.

The Diocese, despite granting the TCR the power and discretion to
serve as the final arbiter of disputes between the Future Tort
Claimants and the Diocese for matrix and convenience claims, seeks
to have the Court review each determination of law or fact made by
the TCR, which the Diocese contests, Ms. Nagler argues.  She
alleges that the Diocese seeks to impose an appellate process on a
proceeding intended as final, binding, arbitration.

The unwarranted delay in final resolution of claims --
particularly when the Diocese could have sought declaratory relief
when it first challenged the TCR's decision-making on future
claims over a year ago -- should compel this court not to grant
any further delay to the Diocese, Ms. Nagler contends.

B. Certain Future Claimants

Certain future claimants represented by Dillon E. Jackson, Esq.,
at Foster Pepper PLLC, in Seattle, Washington, ask the U.S.
Bankruptcy Court for the Eastern District of Washington to deny
both the Diocese's requests to stay and request to shorten.

Mr. Jackson contends that granting a motion to shorten time is
discretionary, but where the Diocese was dilatory in filing the
request and by the delay gives respondents precious little time to
oppose the request, the Court should exercise its equitable
discretion in favor of denying the motion to shorten time.

The Diocese does not fully state the distinction between a stay as
a matter of right and a discretionary stay, Mr. Jackson argues.
He asserts that the appeal must be an appeal of a money judgment
against the appellant and the appellant must post a supersedeas
bond in the amount set by the Court.

Appeals of efforts to obtain injunctive relief are not issues
allowed a stay by the mere posting of a bond, Mr. Jackson further
asserts citing Rule 62(d) of the Federal Rules of Civil Procedure
and Rule 7062 of the Federal Rules of Bankruptcy Procedure.  He
adds, among other things, that the action by the Diocese in this
case was an effort to halt awards and payment of awards to future
claimants by claiming a right of appeal it characterized as an
issue of ultra vires action.  He notes that the Court has ruled,
as a matter of law, that there was no right of appeal under the
terms of the Plan and no ultra vires activity.

                        Diocese Talks Back

The Diocese never filed any motion to enjoin the Plan Trustee from
making distributions to the Future Tort Claimants, Mr. Gibbons
argues.  He asserts that until the TCR actually made a decision
and allowed claims that did not qualify under the Plan, there was
no controversy ripe for judicial determination.

Mr. Gibbons discloses that counsel for the Diocese and the Plan
Trustee had discussions in August and September 2009 about how to
proceed if the TCR exceeded her authority and allowed claims that
did not qualify under the Plan.  He contends, among other things,
that the Plan Trustee has never sought guidance from the Court
despite her fiduciary duties and overwhelming authority, which
requires a fiduciary to seek guidance from the Court where the
correct path is unclear.

The Future Tort Claimants have not been prejudiced in any manner
by hearing the Motion to Stay on shortened time, Mr. Gibbons
contends.  He also asserts that the Diocese has not advocated that
the Plan Trustee refuse to pay the Future Claims.

In a declaration supporting the Diocese's response to the Plan
Trustee's objection, Gregory J. Arpin, Esq., at Paine Hamblen LLP,
in Spokane, Washington, contends that the Plan Trustee's statement
that she was informed that the Diocese believed that Future Tort
Claims had been improperly allowed by the TCR is not an accurate
statement.  He insists that on August 7, 2009, he had a
conversation with the Plan Trustee's counsel of the Diocese's
concern that the TCR was not following the terms and conditions of
the Plan in her review of Future Tort Claims.

                         *     *     *

The Court denied the Diocese's Motion to Stay following an
expedited hearing on the request.  Judge Williams held that the
Court's oral comments during the hearing constitute findings of
fact and conclusions of law.

                   About The Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan to
the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  On April 24,
2007, the Court confirmed Spokane's second amended joint plan.
That plan is effective May 31, 2007.  (Catholic Church Bankruptcy
News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CENTRAL METAL: Has Access to Cash Collateral Until February 18
--------------------------------------------------------------
The Hon. Vincent P. Zurzolo of the U.S. Bankruptcy Court for the
Central District of California authorized, on an interim basis,
Central Metal, Inc. to access prepetition lenders' cash collateral
until February 18, 2010.

A further hearing regarding the Debtor's continued access to cash
collateral will be held on February 16, 2010 at 1:30 p.m.

As of the petition date, the Debtor owed Center Bank $16.3 million
and KEB LA Financial Corp. $900,000.

The Debtor would use the money to fund its Chapter 11 case,
purchase additional scrap metal to replenish sold inventory, and
to pay suppliers and other parties.

As reported in the Troubled Company Reporter on January 20, 2010,
in exchange for using the cash collateral, the Debtor will grant
secured creditors replacement liens against the Debtor's assets,
with the replacement lien to have the same extent, validity, and
priority as the prepetition lien held by the creditors.  The
Debtor also said that the existing personal guaranty by Jong Uk
Byun provides further adequate protection.  The real property upon
which the Debtor runs its facilities is either owned by the Debtor
or by the Debtor's principal, Jong Uk Byun.

The Debtor's cash collateral use is subject to a permitted
deviance of up to 10% of the total expenses for any week, with any
unused portions to be carried over into the following week.

The lenders' consent to cash collateral use will terminate at the
first to occur of (i) upon the expiration of the cure period; (ii)
Trustee's sale after grant of relief from stay to lender or any
junior lienholder; (iii) conversion, dismissal or closing of this
case, for any reason whatsoever; or (iv) February 18, 2010, unless
the date is extended.

                        About Central Metal

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.


CHAMPION ENTERPRISES: Committee Hoping to Derail Sale of Business
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Champion Enterprises Inc. will ask the Bankruptcy Court
at a hearing on February 8 to deny the quick sale of Champion
Enterprises' business.

The Creditors Committee continues to question whether an expedited
sale of the substantially all of the assets of the Debtors is in
the best interests of all parties-in-interest.  The Creditors
Committee believes that a reorganization of the Debtors' core
businesses and, perhaps, a sale of certain business units, would
ultimately be more beneficial to the Debtors' unsecured creditors
as compared to an immediate sale of the Debtors assets at an
auction where the lenders would be the stalking horse bidder.

The Creditors Committee says a delay is warranted considering that
"the performance of the Debtors' businesses, and therefore the
value thereof, is expected to improve materially in the near
term."

                       The Proposed Auction

Champion Enterprises, Inc., and its debtor-affiliates have asked
the U.S. Bankruptcy Court for the District of Delaware for
authorization to sell substantially all of their assets, subject
to bigger and better offers.

The Debtors, with the assistance of Morgan Joseph & Co.,
investment banker, intend to continue to market and seek bids for
the assets, to hold the auction on March 1, 2010, at 11:00 a.m.

The Debtors have entered into an agreement with certain new equity
investors for sale of their assets.

Pursuant to the LOI, the purchase price for the sale will consist
of:

   1) a credit bid of all obligations approximately $80 million
      principal amount plus accrued interest under the debtor-in-
      possession credit agreement dated as of November 15, 2009;

   2) a credit bid of all obligations under the Company's amended
      and restated credit agreement, dated as of April 7, 2006;

   3) the agreement of the purchaser to pay any and all cure
      payments required for the assumption of the designated
      contracts;

   4) the agreement of the purchaser to fund at or after the
      closing of the acquisition, up to a maximum amount to be
      agreed and consistent with a budget to be agreed; and

   5) the agreement of the purchaser to assume specified
      administrative expenses and other assumed liabilities.

The Debtors propose a hearing on the sale motion on March 2, 2010,
at 1:00 p.m.  Objections, if any, are due on February 23, 2010, at
4:00 p.m.

                    About Champion Enterprises

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

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


CHEMTURA CORP: Enters Into 3rd Amendment to DIP Credit Agreement
----------------------------------------------------------------
Chemtura Corporation and its debtor affiliates disclosed in a
regulatory filing with the Securities and Exchange Commission in
mid-January 2010 that they entered into a third amendment of
their Senior Secured DIP Credit Agreement to reflect the consent
of the DIP Lenders to the proposed sale of the Company's PVC
Additives Business.

As previously reported, the Debtors entered into an agreement for
the sale of their PVC Additives Business to SK Atlas LLC and SK
Capital Partners II LP in December 2009.  The SK Entities have
proposed to buy the PVC Additives Business for about $2 million
in cash and certain other considerations.  The SK Entities will
serve as stalking horse buyers and the Debtors seek to subject
the sale to an auction in February 2010.

The Debtors' DIP Credit Agreement was initially approved, on a
final basis, by the Bankruptcy Court in April 2009.  Among other
things, the Original DIP Credit Agreement provided for (i) an
increase in the outstanding amount of intercompany loans the
Debtors could make to their non-debtor foreign subsidiaries from
$7.5 million to $40 million; (ii) a reduction in the required
level of borrowing availability under the minimum availability
covenant; and (iii) the elimination of the requirement to pay
additional interest expense if a specified level of accounts
receivable financing was not available to the Debtors' European
subsidiaries.

The Debtors subsequently entered into a second amendment of the
DIP Credit Agreement in July 2009.  The Second Amendment provided
for, among other things, an option by the Debtors to extend the
maturity of the DIP Credit Agreement for two consecutive three-
month periods.

As noted, the Third Amendment to the DIP Facility is entered in
relation to the PVC Additives Business proposed sale.

The Debtors further note that they are exploring alternative
financing to the current DIP Credit Agreement.

Bloomberg News reports that Citigroup Inc. held a conference call
last January 19, 2010, to discuss a $450 million credit facility
loan by which Chemtura Corp. seeks to refinance the DIP Facility
with.  The news report notes that the loan will consist of a
$150 million revolving line of credit and a $300 million term
loan, and will have a 364-day maturity with no ability to extend
the deadline.

                      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: Gets Nod to Establish Claims Objections Protocol
---------------------------------------------------------------
Chemtura Corp. and its units obtained approval to establish
uniform procedures for objecting to claims pursuant to Sections
105(a) and 502(b) of the Bankruptcy Code and Rule 3007 of the
Federal Rules of Bankruptcy Procedure.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
notes that more than 14,000 proofs of claim, asserting more than
$10.1 billion in liabilities, have been filed against the
Debtors.  In addition, more than 8,000 claims have been asserted
in unliquidated amounts or contain an unliquidated component.

In light of the significant number of claims that have been
filed, Mr. Cieri notes that preparing and filing individual
pleadings for each objection to a Claim would be an extremely
time-consuming and expensive process, and that administering a
claims process involving thousands of claims without a clear set
of procedural rules could add cost, confusion and delay.

To address those concerns, the Debtors developed certain
procedures to ensure that the claims objection process will be as
streamlined as possible and to ensure the efficient and cost-
effective disposition of the Objections to Claims by providing a
simple and streamlined procedure for their resolution.

The Debtors propose that the Objection Procedures will apply to
all Claims to which an objection is asserted.  The Proposed
Objection Procedures divide the Objections into tiers:

  A. Tier I Objections include Objections to Claims that:

     (a) were filed after the Bar Date;

     (b) are duplicates of one or more other Claims;

     (c) have been amended or superseded by a subsequently filed
         claim;

     (d) have been formally withdrawn by the Claimant through
         the filing of a pleading or a court order indicating
         withdrawal of the claim;

     (e) are facially defective;

     (f) are filed against non-Debtor entities;

     (g) are docketed in error from another Chapter 11 case;

     (h) are filed against several Debtor entities;

     (i) have not specified the Debtor against whom the Claim
         has been filed;

     (j) do not sufficiently specify the basis for the Claim or
         do not provide sufficient documentation of the Claim;

     (k) are solely for the holding of equity interests;

     (l) do not specify any amount of the Claim;

     (m) already have been paid or otherwise fully satisfied
         according to the Debtors' books and records;

     (n) are inconsistent with the Debtors' books and records;
         and

     (o) are asserted for improper classification or security
         status, including improper priority amounts that exceed
         the maximum amount under section 507 of the Bankruptcy
         Code.

     Tier I Objections may be filed as an omnibus objection and
     will include a schedule as an exhibit, which will list all
     claims subject to the Objection in alphabetical order by
     creditor name.  The Debtors may include more than 100
     Claims on an Objection Schedule, where those Claims were
     filed by the same counsel and ask for substantially the
     same relief.

     The Debtors will notify Claimants subject to Tier 1
     Objections via a personalized notice of objection.

     A timely response to any Tier 1 Objection must be filed
     with the Court no later than 4:00 p.m. on the date that is
     14 calendar days after service of the Objection Notice and
     Tier I Objection.

     A hearing on a Tier I Objection will be scheduled for one
     of the regularly scheduled hearing dates in the Debtors'
     cases that is no earlier than 21 days after service of the
     Tier I Objection.  If no hearing date has been scheduled as
     of the date of service, the Debtors may ask for a special
     hearing date.

  B. Tier II Objections includes substantive objections that are
     not based, in whole or in part, on one of the Tier I
     Objection grounds.  Tier II Objections are further divided
     into two sub-tiers, Tier II(A) and Tier II(B):

     (a) Tier II(A) Objections consist of substantive objections
         that the Debtors contend raise only questions of law
         and may be resolved on their merits without additional
         fact discovery.

     (b) Tier II(B) Objections consist of substantive objections
         that the Debtors have determined may require additional
         fact discovery.

     Each Tier II Objection will include as exhibits copies of
     the Claims that are the subject of the Objection, and a
     declaration to support the basis of the Objection.

     If a Claim is voluminous, the Debtors may serve only a copy
     of the Claim form or cover sheet.

     A timely Response must be filed with the Court and received
     by the Debtors' counsel and the Committee's counsel no
     later than 14 calendar days after service of the Tier II
     Objection and Objection Notice.

     If no Response is timely filed and served by the
     established deadline, the Debtors or Committee, as
     applicable, may submit a form of order sustaining the
     Objection with respect to the Disputed Claim without any
     further hearing.

     A hearing on a Tier II(A) Objection will be scheduled to be
     conducted at one of the regularly scheduled hearing dates
     in the Debtors' cases that is no earlier than 21 days after
     service of the Tier II(A) Objection.  If no hearing date
     has been scheduled as of the date of service, the Debtors
     or Committee, as applicable, may ask for a special hearing
     date.

Any Claim may be subject to both Tier I and Tier II Objections.

A full-text copy of the Claim Objection Procedures is available
for free at http://bankrupt.com/misc/ChemObjProc.pdf

                          *     *     *

The Bankruptcy Court clarifies that the Procedures will not be
applied to claims filed by Sonneborn, Inc., PMC Biogenix, Inc.,
and the United States of America, or claims concerning alleged
environmental liabilities filed by any State governmental unit.

                      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: Gets Nod to Establish Claims Settlement Protocol
---------------------------------------------------------------
Chemtura Corp. and its units obtained authority from the
Bankruptcy Court to establish uniform procedures for the
settlement of claims, designed to streamline the process by which
they can consensually resolve disputes concerning numerous claims.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
relates that more than 14,000 proofs of claim, asserting an
aggregate of more than $10.1 billion in liabilities, have been
filed against the Debtors.  More than 8,000 of the filed claims
assert unliquidated amounts or contain an unliquidated component.

In light of the significant number of claims that have been filed
in the Debtors' cases, Mr. Cieri asserts that a consensual
resolution of Disputed Claims will be an important part of the
claims reconciliation process, but note that presenting
individual settlements for each Disputed Claim to the Court for
approval would be unnecessarily costly and inefficient and could
provide a disincentive for otherwise beneficial settlements.

To address these concerns, the Debtors have developed Claims
Settlement Procedures.  To promote an efficient claims resolution
process, the Settlement Procedures establish categories of
settlements and criteria for settling Claims based on the amount
of the Claims and other factors:

A. Category 1 Settlements

Category 1 Settlements include any written agreement between the
Debtors and a Claimant for (i) the disallowance of any Claim;
(ii) the allowance of any Claim, or portion of it, in any amount
of up to $1,000,000, where no corresponding amount is listed for
that Claim in the Debtors' Schedules of Assets and Liabilities;
or (iii) the allowance of any Claim, or portion of it, where
there is a corresponding amount that is listed in the Schedules
and the allowed amount of the Claim is no greater than $250,000
more than the corresponding scheduled amount.

Category 1 Settlements are subject to these streamlined notice
and objection procedures:

  (a) The Debtors will provide written notice describing the
      basic terms of the proposed settlement and a copy of the
      proposed settlement to (i) counsel to the Official
      Committee of Unsecured Creditors, (ii) the United States
      Trustee for the Southern District of New York, and (iii)
      counsel to the agent for the Debtors' postpetition and
      prepetition secured lenders.

      If a proposed Category 1 Settlement provides for a waiver
      by the Debtors of any claims or causes of action arising
      under Chapter 5 of the Bankruptcy Code, the notice to the
      Settlement Notice Parties will also set forth the basis
      for the Chapter 5 Waiver.

  (b) The Settlement Notice Parties will have five business days
      after the notice is sent to object to or seek additional
      time to evaluate the proposed settlement.  If no written
      objection or written request for additional time is
      received by the Debtors' counsel prior to the expiration
      of the five-day period, the Debtors may enter into the
      proposed settlement without need for further Court
      approval or notice to any party.  If any Settlement Notice
      Party provides a written request to Debtors' counsel for
      additional time to evaluate the proposed settlement, the
      requesting Settlement Notice Party will have an additional
      five business days to file with the Court and serve a
      formal written objection to the proposed settlement.  The
      Debtors may enter into a proposed settlement promptly upon
      obtaining approval of the Settlement Notice Parties.
      Objections that are not resolved may be presented to the
      Court for determination.

B. Category 2 Settlements

Unless otherwise ordered by the Court, the Debtors will provide
notice of any settlements that provide for (i) an allowed Claim
in excess of $1,000,000 where no corresponding amount is listed
for that Claim in the Schedules, or (ii) an allowed Claim where
there is a corresponding amount listed in the Schedules and the
allowed amount of the Claim exceeds the corresponding scheduled
amount by more than $250,000.  As permitted by Rule 9006(c) of
the Federal Rules of Bankruptcy Procedure and notwithstanding the
terms of Rule 2002(a) of the Federal Rules of Bankruptcy
Procedure, the Debtors will file settlement stipulations allowing
Category 2 Settlements with the Court for presentment on 10
calendar days' notice and serve by first-class mail on (i) the
Claimant; (ii) counsel to the Committee; (iii) the U.S. Trustee;
(iv) counsel to the agent for the Debtors' postpetition and
prepetition secured lenders; and (iv) those parties that have
formally requested notice pursuant to Rule 2002 of the Federal
Rules of Bankruptcy Procedure and the Local Bankruptcy Rules.
Objections will be due three days before the scheduled date of
presentment.  Objections to settlement stipulations that are not
resolved may be presented to the Court for determination.

C. Other Settlement Motions

Notwithstanding anything under the Settlement Procedures, the
Debtors may file a motion to approve any settlement under Section
502 of the Bankruptcy Code, Rule 9019 of the Federal Rules of
Bankruptcy Procedure and any other applicable provisions of the
Bankruptcy Code or the Bankruptcy Rules.  Any settlement motion
may be heard or presented on 14 calendar days' notice, with
objections due seven days before the scheduled hearing or
presentment date.

D. Consultation with the Committee

The Debtors will consult with counsel to the Committee prior to
entering into settlements that provide for (i) an allowed Claim
in excess of $500,000 where no corresponding amount is listed for
that Claim in the Schedules, or (ii) an allowed Claim where there
is a corresponding amount listed in the Schedules and the allowed
amount of the Claim exceeds the corresponding scheduled amount by
more than $500,000.

                      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.


CINRAM INTERNATIONAL: Moody's Cuts Corp. Family Rating to 'Caa1'
----------------------------------------------------------------
Moody's Investors Service downgraded Cinram International Inc.'s
corporate family and probability of default ratings to Caa1 and
Caa2 (previously B3 and Caa1).  Individual debt instruments were
also downgraded by one notch.  The rating actions stem directly
from Cinram's announcement that "it has received written notice
from Warner Home Video Inc. that WHV has exercised its option to
terminate its service agreements on July 31, 2010.  The notice
covers all Cinram entities globally and will directly impact
operations in North America, Mexico, UK, France, Germany and
Spain.  WHV revenues for 2009 represented approximately 28% of the
total consolidated revenues. . ."  This development further
complicates the already challenging process of refinancing the
company's bank credit facility when it comes due in May 2011.
Refinance issues continue to be the primary factors unpinning
Cinram's CFR and PDR.

Cinram has not provided a clear explanation of the underlying
commercial issues that caused the WHV contract termination notice.
Consequently, in addition to the cash flow loss attributable to
the WHV contract, there is the potential of similar other
contracts being subject to termination for similar reasons.  As
well, while Cinram has not provided an estimate of one-time costs
related to headcount and facilities-related adjustments, the
after-tax costs could be significant and could strain liquidity
arrangements.  As further information related to these matters
comes to light, additional rating actions may be required.
Accordingly, the ratings outlook remains negative.

While the company's large cash balance and available committed
third party liquidity allow its speculative grade liquidity rating
to be maintained at SGL-3 (indicating adequate liquidity
arrangements), since Cinram's credit facilities are due May 5,
2011, the SGL rating will migrate to SGL-4 (poor liquidity
arrangements) as the maturity moves into the rolling forward four
quarter SGL rating horizon.  This matter also contributes to the
negative ratings outlook.

Downgrades:

Issuer: Cinram International Inc.

  -- Corporate Family Rating, Downgraded to Caa1 from B3

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

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

  -- Senior Secured Bank Credit Facility, Downgraded to B3 (LGD2,
     28%) from B2 (LGD2, 28%)

Moody's most recent rating action concerning Cinram was taken on
November 25, 2009, at which time Moody's revised Cinram's PDR to
Caa1/LD from Caa1 to reflect the company's then deemed limited
default.

With headquarters in Toronto, Ontario, Canada, Cinram
International Inc. is one of the world's largest independent
manufacturers, replicators and distributors of DVDs and audio CDs.


COMMUNITY EDUCATION: Moody's Puts 'B3' Rating on $210 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service has assigned a B3 rating to Community
Education Centers' proposed $210 million issuance of senior
secured notes.  This is the first time Moody's has rated Community
Education Centers, a non-publicly traded private correctional
company.  Community Education Centers provides community-based
residential and in-prison education and treatment services, and
secured detention management for local, state and federal
corrections systems in the U.S.  The rating outlook is stable.

The proposed new secured notes will be issued in a 144a offering
and have a term of six years expiring in 2016.  Proceeds from the
offering will be used to simplify the company's debt structure and
to refinance existing debt.  The notes are supported by all the
company's assets, including real estate and accounts receivables.
The notes are only subordinate to a new $25 million, 5-year
revolving credit facility.

According to Moody's, the B3 senior secured rating reflects the
sound collateral provided by the real estate value of the
company's 16 owned facilities, its sizable accounts receivables
and the additional value contributed by the company's secure
detention management service income.  Moody's notes that the
residential community based reentry facilities have value beyond
their implied book value.  This is due to the difficulty of
obtaining zoning for similar facilities in urban areas and the
good reputation of the established program.  The programs have
received consistently high accreditation scores, and independent
studies have demonstrated cost savings to government entities over
the long term due to reduced recidivism.  Furthermore, the company
has cultivated strong relationships with government entities that
represent their customer base.

The rating is limited by the company's small size with
approximately $400 million in gross assets as of September 30,
2009.  Key credit challenges for the rating include the company's
high leverage and currently pressured credit metrics due to below
trend occupancy levels.  Consequently liquidity is strained and
the company has limited access to capital.  Community Education
Centers' currently lower occupancy is partially attributable to an
expansion of its facilities in 2007 and 2008.  The additional bed
capacity at its residential treatment centers has yet to be fully
utilized.  Lower occupancy levels are also attributable to
underutilized capacity in its secure detention management
facilities.

Moody's is also concerned over the narrow covenant cushion on the
proposed new $25 million revolving line of credit.  A covenant
violation would not affect bondholders, however a payment default
on the revolving credit facility could trigger a cross default to
the note holders, if payment on the line were not resolved during
a cure period.  Moody's views the triggering of the cross default
provision noted in the senior secured bonds as unlikely at this
time.

The stable outlook reflects expectations that 2010 occupancy
levels should rise and approach more normal historical levels.  In
addition, the current outlook reflects Moody's expectation of no
liquidity challenges that may trigger acceleration of any of the
company's debt.

Positive rating movement would reflect occupancy increases that
exceed targeted occupancy expectations and effectively filling new
bed capacity on a consistent basis.  This should generate positive
momentum for improving credit metrics.  Conversely, a downgrade
would occur should there be a payment default on the revolver, or
a prolonged decrease in occupancy putting additional pressure on
credit metrics, or any other additional liquidity challenges that
might weaken the collateral for the bondholders.

This rating was assigned with a stable outlook:

* Community Education Centers -- Proposed $210 million senior
  secured notes at B3

Community Education Centers is a non-publicly traded company based
in West Caldwell, New Jersey.  The company currently operates 25
community-based residential facilities, and 60 in prison treatment
and education programs.  It also manages 17 secure detention
facilities.  The services provided by the community based
facilities included the assessment of causes for criminal
behavior; substance abuse counseling and treatment; and
individual, group and family therapy.  Services focus on
education, employment training, and life skills training.  Due to
the nature of the business, these facilities need to be near urban
areas.  Historically, CEC's business has been community based
reentry programs.  In 2007, through an acquisition, the company
expanded its services to include secure detention management and
in-prison treatment programs.


COREL CORP: Steven Cohen and Dan Ciporin Resign as Directors
------------------------------------------------------------
Corel Corporation disclosed that on January 26, 2010, Steven Cohen
and Dan Ciporin resigned as directors of the Company.

On January 26, 2010, the Company applied to the NASDAQ Global
Market to de-list its common shares and, later that day, the
NASDAQ Global Market filed a Form 25 with the Securities and
Exchange Commission regarding removal of the Company's shares from
listing on the NASDAQ Global Market.  The delisting became
effective as of the close of business on January 26, 2010.  Also
on January 26, 2010, the Company applied to the Toronto Stock
Exchange to de-list its common shares.  It is anticipated that
delisting from the TSX will become effective as of January 28,
2010.

Corel also disclosed that on January 25, 2010, the Compensation
Committee of the Company's Board of Directors approved an
amendment to the Company's Amended 2006 Equity Incentive Plan to
provide that all options granted prior to July 1, 2009, and all
equity awards granted under the Plan would be cashed out, and all
options granted on or after July 1, 2009, under the Plan would be
assumed by the Company.  Corel said this treatment is consistent
with the disclosure in the Company's proxy statement filed with
the Securities and Exchange Commission on December 29, 2009.

                           Consolidation

On January 26, 2010, a special meeting of Corel shareholders was
held.  As reported by the Troubled Company Reporter, at the
special meeting, the shareholders approved the special resolution
authorizing the consolidation of all of the issued and outstanding
common shares of the Company on the basis of one post-
consolidation common share of the Company for each 871,589 pre-
consolidation shares.  Fractional new common shares were not
issued.  Shareholders who did not hold sufficient shares to
qualify for the issuance of new common shares pursuant to the
Consolidation are entitled to receive cash consideration of
US$4.00 in respect of each pre-Consolidation share held in lieu of
any fractional shares otherwise issuable as a result of the
Consolidation.

Following approval of the Consolidation by the shareholders, the
Company filed articles of amendment to effect the Consolidation.

The Consolidation is the second and final step in the acquisition
of the Company by Corel Holdings, L.P., a limited partnership
controlled by an affiliate of VCP II International, L.L.C., a
manager of private equity funds.  The first step was a tender
offer by Corel Holdings, L.P. for all of the Company's outstanding
common shares not already owned by Corel Holdings, L.P. and its
affiliates at a price of US$4.00 per share.  At the effective time
of the Consolidation, the Company became a wholly-owned subsidiary
of Corel Holdings, L.P. and its affiliates.

                     Hagerman Letter Agreement

Corel also disclosed that on January 25, 2010, the Company and
Kris Hagerman entered into a letter agreement to clarify that his
options will not become vested as a result of the Consolidation,
consistent with the disclosure in the Company's proxy statement
filed with the Securities and Exchange Commission on December 29,
2009.

                    Mutual Releases with Vector

On January 26, 2010, the Company and Vector Capital Partners II
International, Ltd. entered into mutual releases with each of Dan
Ciporin, Steven Cohen and Barry Tissenbaum -- Designated Directors
-- pursuant to which each of the Company and Vector Capital
Partners II International, Ltd. released the Designated Directors
from any and all claims they may have against the Designated
Directors arising from their service as directors (excluding, in
the case of Barry Tissenbaum, claims relating to services
performed after the date of the release), and the Designated
Directors released the Company and Vector Capital Partners II
International, Ltd. from any claims they may have arising from
their service as directors other than the compensation they were
otherwise entitled to as directors of the Company (excluding, in
the case of Barry Tissenbaum, claims relating to services
performed after the date of the release).

Also on January 26, 2010, each of the directors of the Company
entered into mutual releases among and between such directors
pursuant to which each such director released the other directors
from any and all claims they may have arising from their service
as directors.

                         About Corel Corp.

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

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

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

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


DENBURY RESOURCES: S&P Affirms Corporate Credit Rating at 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Denbury Resources Inc. following its announcement
that it will issue $1 billion in senior subordinated notes to
finance the acquisition of Encore Acquisition Co.  At the same
time, S&P is raising its corporate credit rating on Encore to 'BB'
from 'BB-'and removing it from CreditWatch, where it was placed
with positive implications on Nov. 2, 2009.  This rating action
reflects the announcement that Encore's senior subordinated notes
will rank pari passu with Denbury's existing notes.  The outlook
on Encore is negative.

S&P is also revising its recovery ratings on Denbury's senior
subordinated debt to '4', which indicates expectations of average
(30%-50%) recovery in the event of a payment default, from '3'.
The senior subordinated issue rating remains unchanged at 'BB'.

Denbury announced yesterday morning that it would issue $1 billion
in senior subordinated notes to finance its acquisition of Encore.
The transaction, which values Encore at $4.5 billion, includes the
assumption of slightly more than $1.2 billion of Encore's existing
debt.  The transaction is subject to shareholder votes at Denbury
and Encore, and management of both anticipates shareholder
approval of the transaction.  The companies expect the deal to be
completed in the first quarter of 2010.

"The transaction will improve Denbury's business risk profile,"
said Standard & Poor's credit analyst Marc Bromberg.  Proved
reserves and daily production will essentially double, with
combined total proved reserves of 427 million barrels of oil
equivalent (boe).  Denbury will rank among the larger oil and gas
E&P companies in the 'BB' category.  Geographic diversity will
also improve, as the company will have two core areas for enhanced
oil recovery: the Southeast U.S. and the northern Rocky Mountains
region.  The company will retain its focus on crude oil (roughly
three-quarters of total proved reserves will be crude oil), which
should allow it to generate relatively stronger cash flows
compared with similarly sized natural-gas-weighted peers.

The negative outlook reflects Denbury's aggressive pro forma
financial leverage and its need to reduce debt to remain at the
current rating level.  S&P will consider a downgrade to 'BB-' if
the company does not take steps to reduce financial leverage in
2010.  Specifically, S&P would expect FFO to debt to approach 20%
next year.  The most significant factors which will influence
Denbury's ability to delever are crude oil prices, asset sales,
and the relative size of its 2010 capital budget.  S&P does not
anticipate an upgrade in the near future.  S&P anticipate
withdrawing the rating on Encore once the transaction with Denbury
has closed.


DOLE FOOD: Fiscal Year 2009 Results Won't Move Fitch's 'B' Rating
-----------------------------------------------------------------
The ratings and Stable Outlook for Dole Food Company, Inc., and
Solvest, Ltd, its Bermuda-based subsidiary, are unchanged
following the announcement regarding fiscal 2009 operating results
and proposed amendments to senior secured credit facilities,
according to Fitch Ratings.  While the proposed amendments to
Dole's existing senior secured credit facilities are not expected
to materially change its credit profile, the extension of
maturities and potentially lower interest cost are viewed
positively.

Fitch currently rates Dole and Solvest:

Dole (Operating Company)

  -- Long-term Issuer Default Rating 'B';
  -- Secured asset-based revolver 'BB/RR1';
  -- Secured term loan B 'BB/RR1';
  -- Third-lien secured notes 'B+/RR3';
  -- Senior unsecured debt 'CCC/RR6'.

Solvest Ltd. (Bermuda-based Subsidiary)

  -- Long-term IDR 'B';
  -- Secured term loan C 'BB/RR1'.

At Jan. 2, 2010, Dole had approximately $1.6 billion of
consolidated debt, modestly below Fitch's Dec. 10, 2009, pro forma
estimate of $1.7 billion.  Dole's debt includes $739 million of
secured term loans, $767 million of senior notes -- of which an
estimated $546 million is secured -- and $92 million of other
obligations.

For the fiscal year ended Jan. 2, 2010, Dole reported adjusted
earnings before interest, taxes, depreciation and amortization of
$417 million, up 1.7% from a reported $410 million in fiscal 2008.
Fiscal 2010 EBITDA was slightly below Fitch's $431 million
forecast.  Earnings improvement in Dole's higher-margin Packaged
Foods segment was offset by weather-related cost increases in its
Fresh Fruit Segment, which represented 69% of the company's total
$6.8 billion of annual revenue.

Total debt-to-operating EBITDA for fiscal 2009 of approximately
3.8 times is slightly better than what Fitch had projected.
Dole's current ratings incorporate Fitch's expectations that the
company can maintain leverage in the 4.0x-5.0x range in the near-
to-intermediate term.  Consequently, Dole's plan for further cost
and debt reductions in 2010 is viewed positively and if realized
could result in an upward revision to the ratings.

Anticipated amendments to the company's existing senior secured
credit facilities include refinancing its $739 million of term
debt due April 12, 2013, and its $350 million ABL revolver.  Dole
expects the amendments to reduce its interest expense, which
totalled $206 million in fiscal 2009, extend its maturities, and
provide for the redemption of the remaining $70 million principal
amount on its 8.875% senior unsecured notes due March 15, 2011.
Post the redemption of the 2011 notes, Dole's nearest maturity is
$155 million of 8.75% senior unsecured notes due July 15, 2013.

The 'RR1' rating on Dole's secured bank debt reflects the fact
that recovery prospects on this debt will remain outstanding at
91%-100%, irrespective of proposed amendments to these facilities.
The 'RR3' rating on the company's third-lien secured notes
indicates good recovery prospects of 51%-70%.  And finally, the
'RR6' rating on Dole's senior unsecured debt reflects Fitch's
belief that recovery would be below 10% if there were an event of
default.  Recovery prospects for Dole's third-lien and unsecured
notes could improve with continued debt reduction.

Liquidity:

For the latest 12-month period ended Oct. 10, 2009, Dole generated
$277 million of free cash flow (defined as cash flow from
operations less capital expenditures and dividends).  Although
Dole's FCF could modestly exceed this level for fiscal 2009, Fitch
does not expect FCF generation to remain at current high levels in
fiscal 2010, given that significant improvements in working
capital are not likely to be sustained.  Nonetheless, liquidity is
expected to remain adequate in the near term.

At Jan. 2, 2010, Dole's cash balance was $120 million.
Availability, reduced by letters of credit, on its $350 million
ABL revolver was $238.5 million at Oct. 10, 2009.  The company had
no outstanding borrowings on its revolver at Jan. 2, 2010.  Dole's
existing ABL matures on April 12, 2011, and as of Oct. 10, 2009,
had a borrowing base of $330.1 million.

Covenants:

Financial covenants for the ABL revolver include a springing fixed
charge coverage ratio of 1.0x should availability under the
revolver fall below $35 million and a maximum senior secured
leverage ratio of 3.75x.  Dole's existing secured term loans
subject the company to a maximum first priority senior secured
leverage ratio of 3.0x beginning Jan. 2, 2010, stepping down to
2.75x at June 18, 2011 and to 2.5x at June 16, 2012.  Dole
reported that its first priority senior secured leverage ratio was
less than 2.05x at Oct. 10, 2009.  Fitch estimates that EBITDA
would have to fall by more than 40% to breach this covenant,
assuming approximately $739 million of first priority debt.


DURA AUTOMOTIVE: Reveals New Management Structure
-------------------------------------------------
DURA Automotive Systems, LLC disclosed new management
appointments.  These appointments result from the previously-
announced acquisition of a majority interest in DURA by affiliates
of Patriarch Partners, LLC and the planned integration of Global
Automotive Systems, another Patriarch-affiliated company, with
DURA.

Timothy D. Leuliette becomes executive chairman of DURA and a
managing director at Patriarch. In the role of executive chairman,
Leuliette, who had been chairman, president and CEO, will continue
to provide oversight to the company. As a managing director at
Patriarch, he will be responsible for various Patriarch business
interests, including DURA.  "We have a solid management team and
strategic vision that make DURA a lean, globally-competitive
supplier that continues to provide high-quality products and
technologies to our customers," Leuliette said.  "Our transaction
with Patriarch and our new management structure position DURA well
for future growth."

Torben H. von Staden, current president and CEO of GAS, becomes
president and CEO of DURA. von Staden will report to Leuliette.

These management team members also will report to Leuliette:

Jeffrey M. Stafeil, executive vice president and chief financial
officer

Theresa L. Skotak, executive vice president and chief
administrative officer

Jim Gregory, executive vice president, Corporate Development

These management team members will report to von Staden:

Tom Chambers, executive vice president and chief operating officer

Francois Stouvenot, executive vice president, Sales

Rob Deni, executive vice president, Procurement & Logistics

Avinoam Heller, executive vice president, Specialty Products

DURA disclosed that recapitalization and restructuring transaction
with Patriarch on December 10, 2009.  Under that agreement,
Patriarch said it would invest up to $125 million of capital and
take a controlling stake in DURA.  The closing of this transaction
on January 21, 2010, completed the transformation of DURA, a
company that emerged from Chapter 11 bankruptcy protection in
June, 2008, into an automotive supplier with a strong balance
sheet, industry-leading intellectual property and a broad low-cost
global presence.

With the integration of GAS, DURA will have sales of $1.6 billion
and 10,800 employees in 39 manufacturing operations in 16
countries.  DURA is a leading independent designer and
manufacturer of driver control systems, seating control systems,
glass systems, engineered assemblies, structural components,
structural door modules and exterior trim systems for the global
automotive industry.  "We believe that, together, these two
companies create a launching pad for tremendous growth as long
term partners to the industry OEMs.  The combined management teams
provide a depth and breadth of talent that has exceeded all our
expectations. We are excited to watch the platform flourish" said
Lynn Tilton, Chief Executive Officer of Patriarch Partners.

                    About DURA Automotive

DURA Automotive Systems, Inc. -- http://www.DURAauto.com/-- is a
independent designer and manufacturer of driver control systems,
seating control systems, glass systems, engineered assemblies,
structural door modules and exterior trim systems for the global
automotive industry.  DURA markets its automotive products to
every North American, Asian and European original equipment
manufacturer (OEM) and to many leading Tier 1 automotive
suppliers.  DURA is headquartered in Rochester Hills, Mich.  It
had sales of US$1.75 billion in 2008 and has 9,800 employees in 33
manufacturing operations in 16 countries.

The Debtors filed for chapter 11 petition on Oct. 30, 2006,
(Bankr. D. Del. Case No. 06-11202).  On April 3, 2008, the Court
approved the Debtors' revised Disclosure Statement explaining
their revised Chapter 11 plan of reorganization.  On June 27,
2008, the Debtors emerged from Chapter 11 bankruptcy protection.


EASTMAN KODAK: Launches Cash Tender Offer for 7.25% Senior Notes
----------------------------------------------------------------
Eastman Kodak Company has commenced a tender offer to purchase for
cash up to $100 million aggregate principal amount of its
outstanding 7.25% Senior Notes due 2013.  The tender offer is
being made pursuant to an Offer to Purchase dated February 3,
2010, and a related Letter of Transmittal.

Kodak is making the Tender Offer at this time in light of recently
improved conditions in the debt markets that may allow the company
to extend the maturity of its existing debt, thereby further
improving its capital structure.

Upon the terms and subject to the conditions described in the
Tender Offer, including any amendments or supplements thereto,
Kodak offers to purchase for cash up to $100 million in aggregate
principal amount of its 2013 Notes.  Kodak reserves the right to
increase the Maximum Tender Amount subject to compliance with
applicable law.

The Tender Offer will expire at 9:00 a.m., New York City time, on
March 4, 2010, unless extended or earlier terminated.

Titles          CUSIP         Principal          Maximum
of              Number        Amount             Tender
Security                      Outstanding        Amount

7.25% Senior    277461BDO     $500,000,000       $100,000,000
Notes due 2013


Dollars per $1,000 Principal
Amount of Securities

Tender          Amount of    Total
Offer           Securities   Consideration
Consideration

$910.0          $40.00       $950.00

(1) The Total Consideration includes the Early Tender Premium and
is payable only to holders of 2013 Notes validly tendered (and not
validly withdrawn) on or prior to 5:00 p.m., New York City time,
on February 11, 2010, and accepted for payment.

Kodak's obligation to accept for payment and to pay for the 2013
Notes in the Tender Offer is subject to the satisfaction or waiver
of a number of conditions, including the raising of not less than
$100 million of second lien debt on terms reasonably satisfactory
to it in order to finance the Tender Offer.  The Tender Offer is
subject to other customary conditions that are described more
fully in the Offer to Purchase.  The Tender Offer is not
contingent upon the tender of any minimum principal amount of 2013
Notes. Kodak reserves the right to waive any one or more of the
conditions at any time.

The consideration for each $1,000 principal amount of 2013 Notes
validly tendered (and not validly withdrawn) and accepted for
purchase pursuant to the Tender Offer will be the consideration
set forth in the table above under "Tender Offer Consideration."
Holders of 2013 Notes that are validly tendered at or prior to the
Early Tender Date and accepted for purchase will receive the
Tender Offer Consideration plus the amount set forth in the table
above under "Early Tender Premium."  Holders of 2013 Notes
tendered after the Early Tender Date, but before the Expiration
Date, and accepted for purchase will receive the Tender Offer
Consideration, but not the Early Tender Premium.

The "Settlement Date" will occur promptly after the company
accepts the 2013 Notes for purchase.  Kodak anticipates that the
Settlement Date will occur on the same business day as the
Acceptance Date.

Payments for 2013 Notes purchased will include accrued and unpaid
interest from and including the last interest payment date up to,
but not including, the Settlement Date.

If the aggregate principal amount of 2013 Notes validly tendered
exceeds the Maximum Tender Amount, the amount of 2013 Notes
purchased will be prorated based on the aggregate principal amount
of 2013 Notes tendered, rounded down to the nearest integral
multiple of $1,000.

Tenders of the 2013 Notes may be withdrawn at any time prior to
5:00 p.m., New York City time, on February 11, 2010, but may not
be withdrawn thereafter.

Kodak has retained Citi to serve as dealer manager for the Tender
Offer.  The Bank of New York Mellon has been retained to serve as
the depositary, and Georgeson, Inc. has been retained to serve as
the information agent.

For additional information regarding the terms of the Tender
Offer, please contact Citi at (800) 558-3745 (toll free) or (212)
723-6106 (collect).  Requests for documents and questions
regarding the tender of 2013 Notes may be directed to Georgeson,
Inc. at (800) 248-7605 (toll free) or (212) 440-9800 (collect).

Copies of the Offer to Purchase and the Letter of Transmittal may
be obtained at no charge from Georgeson, Inc.

                       About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.

Kodak'S balance sheet at June 30, 2009, showed total assets of
$7,106,000,000 and total liabilities of $7,215,000,000, resulting
in shareholders' deficit attributable to Kodak of $112,000,000.

The Troubled Company Reporter on September 22, 2009, said Fitch
Ratings affirmed Kodak's Issuer Default Rating at 'B-'; Senior
secured revolving credit facility at 'BB-/RR1'; and Senior
unsecured debt at 'B-/RR4'.

On Sept. 18, 2009, Standard & Poor's Ratings Services revised its
recovery rating on Eastman Kodak's senior unsecured debt to '6',
indicating S&P's expectation of negligible (0% to 10%) recovery in
the event of a payment default, from '5'.  S&P lowered the issue-
level rating to 'CCC' (two notches lower than the 'B-' corporate
credit rating on the company) from 'CCC+', in accordance with
S&P's notching criteria for a '6' recovery rating.


ESTATE FINANCIAL: Court to Consider Construction Loan on March 29
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will consider at a hearing on March 29, 2010, at 1:00 p.m., a
motion by Thomas P. Jeremiassen, Chapter 11 trustee for Estate
Financial, Inc., to obtain financing to complete construction on
certain properties.

The EFI Trustee related that real estate experts informed him that
the properties will likely sell more quickly and for more money in
the summer.  The EFI Trustee added that if the financing motion is
not heard until April 23, 2010, at least a portion of the summer
selling season will likely be lost as construction is
anticipated to take between two and four months.

Estate Financial, Inc. -- http://www.estatefinancial.com/-- is a
California corporation that had been a license real estate
brokerage firm since the later 1980's.  EFI solicited funding for,
and arranged and made, loans secured by various real property.
EFI also was the sole manager of Estate Financial Mortgage Fund
LLC (EFMF), a California limited liability company that was
organized for the purpose of investing in and funding loans
originated by EFI which were secured by first deeds of trust
encumbering commercial and real estate located primarily in
California and has been funding such mortgage loans since 2002.

Five creditors of EFI filed an involuntary Chapter 11 petition
against the real estate broker on June 25, 2008 (Bankr. C.D.
Calif. Case Number 08-11457).  Estate Financial Inc. consented to
the bankruptcy filing on July 16, 2008.

Robert B. Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and
William C. Beall, Esq., at Beall and Burkhardt, represent the
Debtor as counsel.  A Chapter 11 trustee, Thomas P. Jeremiassen,
was appointed by the Court on July 23, 2008.  Robyn B. Sokol,
Esq., and Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner,
represent the official committee of unsecured creditors as
counsel.  In its schedules, Estate Financial listed total assets
of $27,428,550, and total debts of $7,316,755.


ESTATE FINANCIAL: Court OKs Sale of Interest in Sanger, CA Asset
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Thomas P. Jeremiassen, Chapter 11 trustee for Estate
Financial, Inc., to:

   -- sell interests in real property located at 2886 Casty Court,
      Sanger, California, free and clear of liens or interests;

   -- pay closing costs including brokerage commissions;

   -- reimburse prepetition and postpetition advances; and

   -- dispose or distribute balance of proceeds.

Estate Financial, Inc. -- http://www.estatefinancial.com/-- is a
California corporation that had been a license real estate
brokerage firm since the later 1980's.  EFI solicited funding for,
and arranged and made, loans secured by various real property.
EFI also was the sole manager of Estate Financial Mortgage Fund
LLC (EFMF), a California limited liability company that was
organized for the purpose of investing in and funding loans
originated by EFI which were secured by first deeds of trust
encumbering commercial and real estate located primarily in
California and has been funding such mortgage loans since 2002.

Five creditors of EFI filed an involuntary Chapter 11 petition
against the real estate broker on June 25, 2008 (Bankr. C.D.
Calif. Case Number 08-11457).  Estate Financial Inc. consented to
the bankruptcy filing on July 16, 2008.

Robert B. Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and
William C. Beall, Esq., at Beall and Burkhardt, represent the
Debtor as counsel.  A Chapter 11 trustee, Thomas P. Jeremiassen,
was appointed by the Court on July 23, 2008.  Robyn B. Sokol,
Esq., and Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner,
represent the official committee of unsecured creditors as
counsel.  In its schedules, Estate Financial listed total assets
of $27,428,550, and total debts of $7,316,755.


F&M BANK-IOWA: Fitch Puts 'B-/B' Rating on Positive Watch
---------------------------------------------------------
Fitch Ratings has placed the ratings for F&M Bank-Iowa (rated 'B-
/B' by Fitch), bank subsidiary of Citizens Republic Bancorp, Inc.,
on Rating Watch Positive.

Fitch's rating action follows CRBC's announcement of an agreement
to sell F&M Bank-Iowa to Great Western Bank of Sioux Falls, South
Dakota, a wholly owned U.S. subsidiary of National Australia Bank
(rated 'AA/F1+' by Fitch) for $50 million in cash.  CRBC expects
the transaction to close during the second quarter of 2010,
subject to the required regulatory approvals.

Fitch's rating actions are the result of a very focused review of
Fitch's 'Master Global Financial Institutions Criteria' dated
Dec. 29, 2009, due to the announcement of a pending sale of F&M
Bank-Iowa to a subsidiary of a highly rated issuer.

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

Fitch has placed these ratings on Rating Watch Positive:

F&M Bank-Iowa

  -- Long-term deposits 'B/RR3';
  -- Long-term Issuer Default Rating 'B-';
  -- Short-term deposits 'B';
  -- Short-term IDR 'B';
  -- Individual 'D/E';
  -- Support '5';
  -- Support floor 'NF'.


FAIRFIELD RESIDENTIAL: Court Sets March 15 as Claims Bar Date
-------------------------------------------------------------
Judge Brendan Shannon at a hearing in Wilmington, Delaware, has
established March 15, 2010, at 5:00 p.m. as deadline for
interested parties holding a prepetition claim against Fairfield
Residential LLC or its debtor-affiliates, to file a proof of
claim.

The Court set June 11, 2010, at 5:00 p.m. as deadline for
governmental units to file a proof of claim.

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.


FAIRPOINT COMMUNICATIONS: Strikes Deal Over Union Contracts
-----------------------------------------------------------
Law360 reports that FairPoint Communications Inc. has reached a
tentative agreement with its union workers to defer wage increases
and extend their contracts another year as the company works its
way through Chapter 11.

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

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

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

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


FIRSTGOLD CORP: Section 341(a) Meeting Scheduled for March 1
------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in Firstgold Corp.'s Chapter 11 case on March 1, 2010, at
2:00 p.m.  The meeting will be held at 300 Booth Street, Room
2110, Reno, NV 89509.

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.

Lovelock, Nevada-based Firstgold Corp. filed for Chapter 11
bankruptcy protection on January 27, 2010 (Bankr. D. Nev. Case No.
10-50215).  Stephen R. Harris, Esq., at Belding, Harris & Petroni,
Ltd, assists the Company in its restructuring effort.  The Company
has assets of $17,957,805, and total debts of $26,981,427.


FLEETWOOD ENTERPRISES: Heartland RV Acquires Towable Trademarks
---------------------------------------------------------------
Heartland Recreational Vehicles, LLC 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 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.


FLEETWOOD ENTERPRISES: Proposes Amended Employee Incentive Program
------------------------------------------------------------------
Fleetwood Enterprises Inc. and its units are presenting to the
Bankruptcy Court an amended and restated key employee incentive
and retention program.

The Amended Incentive Program is intended to supersede the
original Key Employee Incentive and Retention Programs approved by
the Court in July 2009 and applies only to participants covered by
the original program and still employed by the Debtors as of
February 1, 2010.

The Amended Incentive Program contemplates payments of (a)
incentive bonuses to four (4) of the Debtors' officers and two (2)
senior non-insider key employees over and above their current
salaries, and (b) severance pay to 10 non-insider key employees,
all of whom are critical to the successful confirmation of a
chapter 11 liquidating plan.

The remaining officers participating in the Amended Incentive
Program and the amounts of incentive bonus to which they are
eligible if a plan is confirmed are:

    * Andrew Griffiths - $232,000;
    * Leonard McGill - $190,000; and
    * James Smith - $23,333

These three officers are also eligible for further discretionary
bonuses for producing extraordinary results if the Committee so
determines in good faith. Due to the satisfaction of prior
performance goals under the Original Incentive Program, James
Smith and Michael Shearin are currently entitled to bonuses of
$46,666 and $51,450, respectively, subject to the resignation and
termination limitations of the Amended Incentive Program.

Only Todd Uhlick and Thabita Philip-Guide remain in the Senior
Non-Officer group.  Both are eligible for an incentive bonus of 8
weeks' salary if a plan is confirmed.  Todd and Thabita are
already eligible for severance equal to 11 weeks' salary under the
Original Incentive Program, subject to the resignation and
termination limitations of the Amended Incentive Program.

Participants in the Officer Group and the Senior-Non-Officer Group
are eligible for bonus and/or severance compensation even if they:
(a) resign prior to plan confirmation if (i) 30 days' notice is
provided to the Debtors and Committee, and (ii) such resigning
participant agrees to provide consulting services at least through
confirmation; or (b) are terminated without cause.

Only 8 employees in the original group of 32 employees in the
"Other Key Employees" group remain.  The accruing of one week of
salary per month of service postpetition will be capped at eleven
months for 11 weeks of severance.  Although the Original Incentive
Program provided that all severance compensation would be
forfeited upon the key employee's resignation, the Amended
Incentive Program provides that key employees will now remain
eligible for severance compensation if they are terminated without
cause or if they resign voluntarily anytime after February 12,
2010, and give 14 days' notice to the Debtors and Committee."

A hearing has been scheduled for February 11, 2010, in this
matter.

                    About Fleetwood Enterprises

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

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

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 ENTERPRISES: Can Use Cash Collateral Until February 8
---------------------------------------------------------------
Fleetwood Enterprises, Inc., and its debtor-affiliates have
reached a stipulation with Bank of America, as agent for itself
and on behalf of the prepetition secured parties, allowing the
Debtors to use the lenders' cash collateral to the earlier of
February 8, 2010, and the effective date of a plan of liquidation
for Fleetwood.

BofA and the prepetition secured parties assert claims against the
Debtors in the aggregate amount, as of March 6, 2009, of
$61,690,980 in unpaid reimbursement obligations, plus interest and
additional sums for reasonable costs and reasonable attorneys'
fees, secured by substantially all of the personal property of
each of the Debtors.

The Bankruptcy Court has approved the Stipulation.

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


FRANKENMUTH INC: Moody's Cuts Ratings on Zehnder's Notes to 'B1'
----------------------------------------------------------------
Moody's downgrades to B1/Speculative Grade from Aaa/VMIG 1 the
ratings for the Zehnder's of Frankenmuth, Inc. Finance Program
Notes (Variable Rate Series A) (relating to both Installment No.
1 & No.  2).  The downgrade is in connection with the mandatory
tender on February 1, 2010, due to the expiration of the
confirming letter of credit provided by Federal Home Loan Bank of
Indianapolis.  The confirming letter of credit was issued in
confirmation of the Citizens Bank, Michigan letter of credit.

The rating is now based on the letter of credit provided by
Citizens Bank, Michigan and the structure of the transaction which
ensures timely payment of debt service and purchase price to
investors.  The Citizens Bank, Michigan letter of credit will
terminate on February 15, 2011.  Citizens Bank, Michigan is rated
B1 and NP (Not Prime) for its long-term and short-term
obligations.


GENERAL GROWTH: Proposes Protocol for Resolving PI Claims
---------------------------------------------------------
General Growth Properties Inc. and its units expect that a
significant number of pending personal injury claims can be
settled short of formal mediation or a hearing.  With about 362
non-Debtor affiliate of General Growth Properties, Inc., and 216
Debtors whose Joint Plan of Reorganization has been confirmed, GGP
currently utilizes informal dispute resolution mechanisms to reach
cost-effective, consensual resolution of personal injury matters
for more than two-thirds of GGP.

Adam P. Strochak, Esq., at Weil, Gotshal & Manges LLP, in New
York, notes that many of about 90 PI Claims involve potential
liability against Debtor and non-Debtor GGP entities in a single
action or dispute.

In this light, the Debtors determine that it would be efficient
and cost-effective for their estates and creditors at this stage
if they are authorized to resolve PI Claims against all GGP
entities, including Debtors, Confirmed Debtors, and non-Debtors
alike, pursuant to a uniform process.

Accordingly, pursuant to Rule 9019(b) of the Federal Rules of
Bankruptcy Procedure, the Debtors ask the Court to enter an
order:

   (i) modifying the Court-approved Dispute Procedures Order, as
       amended, to eliminate the requirement that the Debtors
       utilize the Dispute Procedures for all PI Claims not
       currently subject to the Dispute Procedures, and amend the
       Dispute Procedures for the PI Claims currently engaged in
       the Dispute Procedures;

  (ii) modifying the automatic stay to the extent necessary to
       allow any litigated PI Claim where a valid proof of claim
       has been filed to be liquidated in the originating court
       or a court of appropriate jurisdiction, provided that the
       PI Claim is not currently engaged in the Dispute
       Procedures; and

(iii) subjecting settlements of all PI Claims to the authority
       and notice requirements provided in the order approving
       Settlement Procedures entered on January 20, 2010.

Specifically, if the Parties agree to stipulate to stay relief to
allow the PI Claim to be liquidated in the originating court or a
court with appropriate jurisdiction, the Debtors request
authority to enter into those stipulations without the need to
file a separate motion, and propose to submit the stipulations to
the Court.  If the Parties are unable to agree to mediation or
litigation of the PI Claim, the automatic stay will be modified
to allow the PI Claim to be liquidated in the originating court.

To the extent liquidation of a PI Claim results in either a
settlement of that PI Claim or a judgment by a court with
appropriate jurisdiction, either:

   (i) the settlement or judgment will have to be satisfied in
       full or in part from the Debtors' Self-Insured Retention
       requirement; or

  (ii) if insurance coverage will be insufficient to cover the
       entire amount of that settlement or judgment, the personal
       injury claimant will have an allowed general unsecured
       claim in these Chapter 11 cases for any amount not paid
       from insurance.  The Allowed Claim will be paid only
       pursuant to any Chapter 11 plan of reorganization.

The Debtors disclose that they have used a third party insurance
adjustment firm, TransGlobal Adjusting, to assist in evaluating
and processing PI Claims, including conducting settlement
conferences and mediations, and intend to continue utilizing
these services to promptly and economically resolve pending PI
Claims.

The Debtors, however, clarify that they do not seek to amend or
extinguish the additional authority provided in the Disputed
Procedures Order, including, the authority to:

   * settle past due tenant rent collection actions subject to
     certain notice requirements;

   * settle tenant bankruptcy matters subject to certain notice
     requirements and continue prepetition business practices
     with respect to tenant bankruptcy matters; and

   * resolve certain de minimis customer accommodation matters.

            Debtors Settle Rent Collection Actions

In separate notices, the Debtors informed the Court on
January 25, 2010, that they entered into two settlements resolving
tenant rent collection actions, where the difference between the
Debtors' total claim amount and the proposed settlement amount is
between $300,000 and $600,000.

The parties to the settlements and the difference amounts are:

Parties                              Difference Amount
-------                              -----------------
Debtor Lincolnshire Commons, LLC         $358,140
and Cold Stone Creamery, Inc.

Debtor Mall of the Bluffs, LLC           $488,350
and Bluffs, BBQ, Co.

The Settlement Agreement between Lincolnshire and ColdStone
resolves and dismisses the breach of contract action filed by
Lincolnshire when Cold Stone defaulted in its obligation to pay
rent to Lincolnshire and prematurely terminated the lease
agreement between the parties.  Similarly, the Settlement
Agreement between Mall of the Bluffs and Bluffs BBQ resolves
certain lease disputes arising when Bluffs BBQ defaulted in its
obligation to pay rent to Mall of the Bluffs over a period of
time.

Objections, if any, to the Settlement Agreements are due
February 3, 2010.  If no objections are timely filed, the
Settlement Agreements will be deemed unopposed, and their terms
be deemed final and binding upon all parties.  If objections are
timely received, the Settlement Agreements will be heard before
the Court.

                  About General Growth Properties

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

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

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


GENERAL GROWTH: Seeks Approval of UBS as M&A Advisor
----------------------------------------------------
General Growth Properties Inc. and its units seek the Court's
authority to employ UBS Securities LLC as their capital markets
and merger and acquisition or "M&A" advisor.

Thomas H. Nolan, Jr., President and Chief Operating Officer of
General Growth Properties, Inc., explains that UBS is engaged to
advise and assist GGP in raising exit financing from sources like
mutual fund, hedge fund, private equity and other institutional
investors who invest in equity and equity linked real estate
securities through a process targeted at investors who do not
typically participate in Chapter 11 capital raises.  UBS is
specially situated to pursue capital from REIT Investors, a
target investor class whom the Debtors believe will bring
significant value regardless of the type of transaction that is
ultimately consummated, he says.

Specifically, UBS will provide these services as M&A advisor to
the Debtors:

   (a) advise and assist GGP in analyzing, structuring, and
       negotiating the financial aspects of any Exit Transaction
       defined as a Financing, M&A Transaction or confirmation of
       a plan of reorganization, including:

         (i) evaluating potential Exit Transactions by GGP,

        (ii) advising and assisting GGP in structuring and
             effecting the terms of an Exit Transaction for
             GGP,

       (iii) advising and assisting GGP in evaluating alternative
             proposals relating to an Exit Transaction,

        (iv) advising and assisting GGP in developing and
             preparing materials to be used in soliciting
             potential investors for an Exit Transaction, and

         (v) advising and assisting GGP with raising sources of
             capital for an Exit Transaction, in each case
             consistent with its ordinary course of business
             for transactions of this type;

   (b) advise and assist GGP in identifying and evaluating third-
       party candidates as potential purchasers or capital
       sources for an Exit Transaction, advise GGP in
       negotiations and on the structure of that Exit
       Transaction, and assist GGP in the consummation of
       that Exit Transaction;

   (c) attend meetings of GGP's board of directors and its
       committees with respect to matters on which UBS has been
       engaged to advise GGP;

   (d) at GGP's request, UBS will undertake a study to enable it
       to render an opinion with respect to the fairness, from a
       financial point of view, to GGP or to holders of common
       stock, of the consideration to be received in an M&A
       Transaction.  If requested, any opinion will be in written
       form;

   (e) at GGP's request,

         (i) advise and assist GGP in identifying potential
             financing sources and strategies necessary or
             desirable to consummate a Financing and

        (ii) advise and assist GGP Company in raising funds for a
             Financing, in each case as is reasonable and
             customary for these transactions; and

   (f) provide testimony in the Debtors' Chapter 11 cases on
       behalf of GGP with respect to any of the services, if
       necessary.

Pursuant to an Engagement Letter dated December 10, 2009 between
the Debtors and UBS, the Debtors may request UBS to assist in
potential subsequent underwritten financings, which will be
subject to a separate engagement and separate agreement regarding
fees and other customary matters.

Mr. Nolan discloses that in light of UBS' retention, Miller
Buckfire & Co. LLC, the Debtors' financial advisor and investment
banker, has agreed to fix its fee at $30,250,000, a reduction of
$2,750,000 from it prior maximum fee.  Miller Buckfire's new fee
structure and certain other matters will be subject to a separate
motion to be filed with the Court.

UBS intends to charge the Debtors these fees for services
rendered:

   (A) Advisory Fee -- a nonrefundable monthly cash advisory fee
       payable in advance of $150,000 per month, for the period
       commencing December 10, 2009 with all payable payments due
       upon Court approval of the engagement and subsequent
       payments due on each monthly anniversary thereafter.

   (B) Opinion Fee -- if requested to deliver an Opinion by GGP,
       a fee of $3.0 million, payable promptly upon UBS having
       delivered the Opinion, regardless of the conclusion
       reached by UBS in the Opinion.  The entire amount of the
       Opinion Fee will be credited against any Completion Fee
       paid to UBS.

   (C) Completion Fee -- upon (1) the consummation of a Financing
       by GGP, (2) the consummation of a sale or M&A transaction
       of all or substantially all of GGP's assets, or (3) the
       confirmation of a plan of reorganization of GGP, GGP
       Limited Partnership, or both, UBS will earn a single fee
       equal to:

       -- with respect to a Financing or an M&A Transaction, the
          greater of:

          (a) $17,500,000; and

          (b) if the Common Equity Security Recovery exceeds
              $1 billion, payments equal in the aggregate, without
              duplication, to 0.33% of any amount by which the
              aggregate Common Equity Security Recovery exceeds
              $1 billion, due and payable on each date that an
              Equity Recovery is consummated; provided that if
              more than one Equity Recovery is consummated, the
              Equity Recovery Fee for each Equity Recovery will
              be paid only once without duplication and each
              Equity Recovery Fee paid will be credited against
              the aggregate Equity Recovery Fees due and payable
              hereunder.  Equity Recovery means any transaction
              in which there is a Common Equity Security
              Recovery;

      -- with respect to a Plan of Reorganization that does not
         involve a Financing or M&A Transaction, the Equity
         Recovery Fee; and

      -- 50% of the Advisory Fee paid to UBS will be credited
         Against any Completion Fee paid with respect to a
         Financing or M&A Transaction.  But, no part of the
         Advisory Fee shall be credited against any Completion
         Fee paid with respect to a Plan of Reorganization that
         does not involve a Financing or M&A Transaction.

The Debtors will reimburse UBS on expenses incurred.

The Debtors have agreed to indemnify UBS, two of its affiliates,
UBS Financial Services Inc. and UBS AG, together with certain
related persons under certain circumstances, from and against
certain losses arising out of their engagement by the Debtors in
connection with these Chapter 11 cases, other than claims
resulting from the willful misconduct or gross negligence of the
Indemnified Persons.

Steven D. Smith, managing director, the global head of Leveraged
Finance and the global head of Restructuring for UBS Securities,
disclosed that his firm had previously or currently has business
connections with parties in matters unrelated to the Debtors'
Chapter 11 cases, a list of which is available for free at:

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

Mr. Smith maintains that UBS is a "disinterested person" as the
term is defined under Section 101(14) of the Bankruptcy Code.

                  About General Growth Properties

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

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

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


GENERAL GROWTH: Wants April 26 Plan Exclusivity Extension
---------------------------------------------------------
General Growth Properties, Inc., and its debtor affiliates ask
Judge Allan L. Gropper of the United States Bankruptcy Court for
the Southern District of New York to extend their exclusive
periods to:

   (i) file a Chapter 11 plan to August 26, 2010; and

  (ii) solicit acceptances to that plan on October 26, 2010.

The Debtors' exclusive period to file a Chapter 11 plan will
expire on February 26, while their exclusive period to solicit
acceptances to that plan will expire on April 23.

The Debtors believe that an extension of exclusive periods under
Section 1121(d) of the Bankruptcy Code will enable them to
continue to pursue several objectives necessary for their exit
from bankruptcy.

The Debtors relate that they have consensually restructured more
than $11.6 billion of mortgage debt with respect to 111 loans.
The terms of this restructuring secured an average loan maturity
extension of five years from January 1, 2010, at a fixed average
interest rate of 5.37% as set forth in the Joint Plan of
Reorganization that the Court confirmed as to 216 Debtors and
provided 100% payout to unsecured creditors and preserved equity
value.  As of January 27, 2010, GGP closed 83 modified loans,
representing about $9.9 billion of secured and now restructured
debt and emerged 189 Debtors from Chapter 11.

Gary T. Holtzer, Esq., at Weil, Gotshal & Manges LLP, in New
York, discloses that General Growth expects to close the
remaining loans for Debtors subject to the Confirmed Plan in the
near future.  GGP has about 12 property-level loans remaining to
be resolved, aggregating about $3.3 billion, he says.  Moreover,
GGP's stock now trades at about $9.50 per share with an overall
equity market capitalization of about $3.0 billion.  Most of the
$7 billion of debt held by GGP, GGP Limited Partnership, GGPLP
LLC, The Rouse Company LP, and a number of parent holding
companies, collectively known as TopCo, trades close to or even
above par, he adds.

GGP believes that it has achieved substantial progress with
respect to the first phase of its restructuring strategy and is
now poised to begin the second phase -- resolving the TopCo
capital structure while maximizing value for all stakeholders,
Mr. Holtzer says.  To that end, GGP intends to explore all
potential alternatives, including a standalone restructuring,
which will include an evaluation of traditional and non-
traditional forms of exit financing or capital, as well as
potential merger and acquisition or other change of control
transactions with financial and strategic investors, he
discloses.  GGP expects to deliver its business plan to the
Official Committee of Unsecured Creditors and Official Committee
of Equity Security Holders on or about February 15, 2010.

GGP has determined that a successful standalone restructuring
will require new capital, Mr. Holtzer states.  GGP thus engaged
UBS Securities LLC as an additional financial advisor to assist
in, among others, raising exit capital from sources like mutual
fund, hedge fund, private equity, and other institutional
investors in equity and equity-linked real estate securities that
do not traditionally participate in Chapter 11 capital raises.
GGP and its advisors expect to launch this process in late
February or early March 2010, contemporaneous with the filing of
GGP's year-end report to the U.S. Securities and Exchange
Commission.

Mr. Holtzer explains that it will take about six months to pursue
and finalize the choice of transaction and file a plan.  This
timeline includes about three months for the capital raise
process and to explore the possibility of an M&A or other change
in control transaction, he says.  GGP will use the additional
three months for evaluating, negotiating, and preparing a plan of
reorganization and disclosure statement, he adds.

Mr. Holtzer points out to these good faith progresses the Debtors
made towards reorganization in their Chapter 11 cases:

   (1) The Debtors devoted significant attention to defending
       against the motions to dismiss Chapter 11 cases of certain
       Debtors filed by several property-level secured debt
       lenders against certain property-level debtors.
       Litigation of these issues required the sustained focus of
       the Debtors' management and professionals.  On August 11,
       2009, the Court entered an order denying the motions to
       dismiss.

   (2) The Debtors continue to work diligently on a number of
       time-consuming tasks necessary to the administration of
       their Chapter 11 cases.  Indeed, the Debtors have spent a
       considerable amount of time addressing and obtaining
       relief with respect to a variety of postpetition
       operational matters.  These matters include, establishing
       procedures for addressing tenant obligations; alternative
       dispute resolution; settlement of prepetition mechanics'
       liens; and de minimus asset sales, obtaining
       authority to enter into certain transactions with
       department store owners, and developing and obtaining
       authority to enter into a key employee incentive program.
       Moreover, the Debtors worked on preparing their schedules
       of assets and liabilities and statements of financial
       affairs.  The Debtors have also been analyzing and
       determining the outstanding claims with respect to
       their tens of thousands of executory contracts and
       unexpired leases.  The Debtors and their professionals
       continue to review and address issues related to about
       9,400 proofs of claim filed in these Chapter 11 cases.

   (3) The Debtors have maintained an operational focus with
       respect to running their properties on a day-to-day basis.
       Since the Petition Date, the Debtors have executed
       thousands of lease documents,  maintained occupancy at
       their malls, and operated their properties so that the
       restructuring process is invisible to consumers.
       Moreover, the Debtors continue to concentrate on building
       long-term enterprise value.  These efforts include the
       reinvestment of capital in their properties, streamlining
       of operations, addition of new board members to GGP,
       completion of new department store agreements, and
       substantial progress towards obtaining the approval of
       municipalities for future development projects, a process
       that can take years.  Moreover, GGP successfully
       completed an out-of-court restructuring of about
       $155 million in secured property level debt, with a four-
       year maturity extension at the contract rate of interest,
       at Carolina Place L.L.C, a non-Debtor joint venture.

   (4) The Debtors effectively executed the first phase of their
       restructuring strategy by substantially resolving the
       property-level secured mortgage debt.  The Debtors
       have already closed 83 modified loans, representing
       approximately $9.9 billion of secured debt, and emerged
       189 Debtors from bankruptcy.  The Debtors continue to
       engage in extensive negotiations with their secured
       lenders to consensually resolve their remaining property-
       level debt.  If an agreement is not reached, the Debtors
       are prepared to move forward with nonconsensual plans of
       reorganization as rapidly as possible.

Despite the progress made thus far in the Debtors' Chapter 11
cases, unresolved contingencies still exist, including the
reorganization of TopCo, Mr. Holtzer points out.  He insists that
the Debtors' reorganization strategy is deliberate and complex,
and involves multiple phases and requires requires additional
time to reach fruition.  Thus, an extension of the Exclusive
Periods, he says, will facilitate an orderly, efficient and cost-
effective plan process for the benefit of all creditors and
equity holders.  Indeed, TopCo has a number of large creditors
with disparate interests and the Debtors are best positioned to
reconcile these interests and create a plan of reorganization
that maximizes values for all stakeholders, he insists.
Termination of the Exclusive Periods, on the other hand, could
give rise to, among others, an unfocused process for the capital
raise and M&A alternative, the threat of multiple plans and a
contentious confirmation process, and an increase in the cost and
length of these Chapter 11 cases, he tells the Court.

Mr. Holtzer assures the Court that the Debtors have sufficient
liquidity and are paying their bills as they come due.  He
further clarifies that the requested extension of the Exclusive
Periods is neither an attempt to pressure creditors to accede to
the Debtors' demands nor a negotiation tactic.  Throughout their
Chapter 11 cases, the Debtors have been diligent in their efforts
to keep creditors and other parties in interest apprised and
informed of all developments, he says.

To that end, the Debtors propose a case status conference in May
2010 to update the Court and parties-in-interest as to their
progress.  Mr. Holtzer discloses that the Equity Committee
supports the Debtors' sought extension while the Debtors are
still discussing the sought extension with the Creditors'
Committee.

The Court will consider the Debtors' request on February 22, 2010.
Objections are due February 17.

                  About General Growth Properties

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

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

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


GENERAL MOTORS: NY Town Objects to Old GM's Mediation Plan
----------------------------------------------------------
The town of Salina, N.Y., is opposing a move by the bankrupt
remnant of General Motors Corp. to resolve unliquidated claims
filed against it in mediation, arguing that the alternative
dispute forum is not the right place for the town's claims for
more than $41 million in environmental cleanup costs, according to
Law360.

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

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

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

                    About Motors Liquidation

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

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

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


GETTY IMAGES: Moody's Affirms Corporate Family Rating at 'Ba2'
--------------------------------------------------------------
Moody's Investors Service affirmed Getty Images, Inc.'s Ba2
corporate family rating and secured debt ratings.  The outlook
remains stable.  Moody's remain concerned by deterioration in
performance and credit metrics despite the contribution of
recently acquired Jupiterimages but expect performance will
improve over the next year.  The current credit metrics are more
reflective of a Ba3 or lower rated business services company but
are expected to return to levels more appropriate for a Ba2 as the
economy improves and the company focuses on continued debt
reduction.

Getty Images Inc. is a leading global provider of stock imagery
for the business community.  Revenues and adjusted EBITDA for the
twelve-month period ended September 30, 2009 were $794 million and
$253 million, respectively.  The company is headquartered in
Seattle, Washington.


GOODYEAR TIRE: S&P Assigns 'B+' Rating on New Senior Notes
----------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its 'B+'
issue-level rating to The Goodyear Tire & Rubber Co.'s new senior
unsecured notes of up to $702 million due 2020 being issued to
exchange with $650 million of 7.857% notes (rated 'B+')
outstanding that are due 2011.  At the same time, S&P assigned its
recovery rating of '5', indicating its expectation that lenders
will receive modest recovery (10% to 30%) in the event of a
default to the 2020 notes.

The purpose of the exchange offer is to extend the maturity date
of some of its indebtedness that is due in 2011.  All of
Goodyear's senior unsecured notes, including these notes, are pari
passu with respect to right of payment.  Whereas the old notes are
not guaranteed by any of the company's subsidiaries, the new notes
will be jointly and severally guaranteed on a senior unsecured
basis by certain subsidiaries.

The rating on Akron, Ohio-based Goodyear reflects the company's
high leverage and the ongoing weakness in tire demand in both the
replacement and original equipment markets.

                           Ratings List

                 Goodyear Tire & Rubber Co. (The)

      Corporate credit rating                BB-/Negative/--

                            New Rating

                 Goodyear Tire & Rubber Co. (The)

             Sr nts due 08/15/2020                 B+
              Recovery Rating                      5


GULFSTREAM CRANE: Gets Final OK to Access Lenders' Cash Collateral
------------------------------------------------------------------
The Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida, in a final order, Gulfstream Crane,
LLC, to access the cash collateral.

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

The lenders consented to the Debtor's access to the cash
collateral, provided that:

   -- it will not use, sell, or expend, directly or indirectly,
      the cash collateral of Bank Midwest or any other lender who
      may claim an interest in cash collateral, except upon the
      terms and conditions set in the final order;

   -- the use of cash collateral will be for the funding of
      ordinary and necessary expenses, subject to a 10% variance,
      well as to pay any fees to the Office of the U.S. Trustee;

   -- no payments will be made to any members of the Debtor or any
      professional employed by the Debtor;

   -- it will not make any prepayments on any expense except in
      the ordinary course of its business;

   -- during the use period, the Debtor will furnish to any of the
      lenders who requests a copy in writing with a line item
      description of any variances;

   -- each lender is granted continuing liens and security
      interests in all property of the Debtor with the same
      validity and priority as existed prior to the petition date;
      and

   -- the cash collateral use will terminate on the occurrence of
      an event of default or a termination event.

Pompano Beach, Florida-based Gulfstream Crane, LLC -- dba General
Crane -- is engaged primarily in the business of supplying and
renting crane, hoist and rigging equipment.  The Company operates
and maintains facilities in Florida, Georgia and Texas.

The Company filed for Chapter 11 bankruptcy protection on
December 8, 2009 (Bankr. S.D. Fla. Case No. 09-37091).  Michael D.
Seese, Esq., who has an office in Fort Lauderdale, Florida,
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.


HARBORWALK LP: Wants to Obtain DIP Financing From Klein Equities
----------------------------------------------------------------
Harborwalk, LP, et al., seek authority from the U.S. Bankruptcy
Court for the Southern District of Texas to obtain postpetition
secured financing from Klein Equities, LLC.

The DIP lender has committed to provide up to $2.5 million.  In
the interim between the Petition Date and the final hearing on the
DIP Motion, the Debtors are requesting sufficient financing to pay
for bankruptcy related costs and expenses as set forth in the
budget in an amount estimated not to exceed $540,000.  A copy of
the budget is available for free at:

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

Marcy E. Kurtz, Esq., at Bracewell & Giuliani LLP, the attorney
for the Debtors, explains that the Debtors need the money to fund
operating and development expenses, capital expenditures, current
interest and fees on the DIP loan, the expenses of the
administration of the Chapter 11 case, and similar costs, solely
in accordance with the operating budget.

The Debtors propose to grant the DIP Lender valid, binding,
continuing, enforceable, fully perfected first priority security
interests in and liens on the collateral that isn't subject to any
pre-petition lien.

The DIP facility will mature six months from the Chapter 11
petition date.  The DIP facility will incur interest at 12.5% per
annum.  After the occurrence and during the continuance of an
event of default, interest of the DIP loan will bear interest at a
rate equal to 17.5% per annum or the maximum rate allowed by law,
whichever is less.  Interest will be payable monthly on the first
day of each month.

The DIP lien is subject to a carve out for U.S. Trustee and Clerk
of Court fees; up to $100,000 in fees payable to professional
employed in the Debtors' case; and fees of the committee in
pursuing actions challenging the DIP Lender's lien.

The Debtors will pay DIP Lender a facility fee equal to 1-1/2% of
the outstanding commitment (the commitment at any one time
outstanding not to exceed $2,500,000).  The Debtors will also pay
the DIP Lender an unused commitment fee equal to four-tenths of 1%
per month of the amount by which the average daily commitment
during a period for which payment is made exceeds the average
daily outstanding principal amount of the DIP loan during the
period.

A copy of the DIP financing agreement is available for free at:

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


HAWKEYE RENEWABLES: Gets Final OK to Use Lenders' Cash Collateral
-----------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware, in a final order, authorized Hawkeye
Renewables, LLC and its affiliates to access cash collateral of
their prepetition senior lenders.

The parties with interests in cash collateral are (a) Credit
Suisse, as administrative and collateral agent under that certain
first lien credit agreement, dated as of June 30, 2006, among
Intermediate, THL-Hawkeye Acquisition LLC, the first lien agent,
and the lenders; and (b) Wilmington Trust FSB, as administrative
and collateral agent under a second lien credit agreement, dated
as of June 30, 2006, among Intermediate, THL-Hawkeye Acquisition
LLC, the second lien agent, and the lenders party thereto.

As of the Chapter 11 petition date, the Debtors' owe the first
lien secured parties:

   a. $533,543,500 on account of outstanding term loans and
      revolving loans made under the first lien credit agreement
      plus accrued and unpaid interest thereon;

   b. $11,191,466 on account of obligations arising from the
      termination of certain hedging agreements plus accrued and
      unpaid interest thereon; and

   c. unpaid fees, expenses, and charges.

As of the petition date, the Debtors owe the second lien secured
parties $150,000,000 on account of outstanding term loans made
under the second lien credit agreement, plus accrued and unpaid
interests.

The Debtors would use the money to fund their Chapter 11 case, pay
suppliers and other parties.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the prepetition lenders, the
Debtors will grant prepetition agents, on behalf of the
prepetition senior lenders, (a) adequate protection reimbursement
claims, (b) adequate protection liens, and (c) superpriority
claims.

Ames, Iowa-based Hawkeye Renewables, LLC -- dba Iowa Falls Ethanol
Plant, LLC -- filed for Chapter 11 bankruptcy protection on
December 21, 2009 (Bankr. D. Delaware 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.


HAWKEYE RENEWABLES: Taps Weil Gotshal as Bankruptcy Counsel
-----------------------------------------------------------
Hawkeye Renewables, LLC, et al. ask the U.S. Bankruptcy Court for
the District of Delaware for permission to employ Weil, Gotshal &
Manges LLP as counsel.

WG&M will, among other things:

   -- take all necessary or appropriate actions to protect and
      preserve the Debtors' estates, including the prosecution of
      actions on the Debtors' behalf, the defense of any actions
      commenced against the Debtors, the negotiation of disputes
      in which the Debtors are involved, and the preparation of
      objections to claims filed against the Debtors' estates;

   -- prepare on behalf of the Debtors, as debtor-in-possession,
      all necessary applications, answers, orders, reports, and
      other papers in connection with the administration of the
      Debtors' estates; and

   -- take all necessary actions in connection with the
      prepackaged plan and disclosure statement and all related
      documents, and further actions as may be required in
      connection with the administration of the Debtors' estates.

In a separate motion, the Debtors ask the Court to approve the
employment of Richards, Layton & Finger, P.A. as co-counsel to the
Debtors; Blackstone Advisory Partners, L.P., as financial advisor;
and Epiq Bankruptcy Solutions, LLC as claims and noticing agent.

WG&M intends to monitor and coordinate with other professionals
retained in the Chapter 11 cases to prevent duplication of
efforts.

Michael F. Walsh, an attorney at WG&M, tells the Court that WG&M
received a retainer fee and advance against expenses for services
to be performed in relation to the Chapter 11 cases.  As of the
petition date, the retainer balance was $527,952.  The precise
amount of expenses incurred prior to the petition date will be
determined on the final submission of all expenses.

Mr. Walsh assures the Court that WG&M is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Walsh can be reached at:

     Weil, Gotshal & Manges LLP
     767 5th Avenue
     New York, NY 10153-0119
     Tel: +1 212 310 8197
     Fax: +1 212 310 8007

Ames, Iowa-based Hawkeye Renewables, LLC -- dba Iowa Falls Ethanol
Plant, LLC -- filed for Chapter 11 bankruptcy protection on
December 21, 2009 (Bankr. D. Delaware 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.


HEXION SPECIALTY: S&P Raises Corporate Credit Rating to 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
ratings, including its corporate credit rating to 'B-' from
'CCC+', on Columbus, Ohio-based Hexion Specialty Chemicals Inc.
S&P removed the ratings from CreditWatch with positive
implications, where they were placed on Jan. 14, 2010, following
the company's announcement of its proposed financing plan.  The
outlook is stable.

"The upgrade reflects an improvement in credit quality following
the successful completion of Hexion's financing transaction
including amendments to its senior secured credit facilities, and
S&P's expectation that an ongoing trend of improving operating
results will continue into 2010," said Standard & Poor's credit
analyst Paul Kurias.

The completion of the financing transaction addresses two key
issues of concern: very thin EBITDA cushions under the company's
financial covenant, and very high debt maturities in 2013.
Cushions under the company's senior secured leverage ratio are
expected to improve, following the repayment of approximately
$800 million of a first-lien senior secured term loan (which is
considered as debt under the covenant ratio) using proceeds from
$1 billion in second-lien notes (which are not considered for the
covenant ratio).  The refinancing also improves the company's debt
maturity schedule significantly by extending maturities beyond the
near-term.

S&P raised its issue-level ratings on the company's first-lien
senior secured facilities to 'B-' from 'CCC+'.  The recovery
ratings on these facilities are revised to '3', which indicates
S&P's expectation for meaningful recovery (50%-70%) in the event
of a payment default, from '4'.  The senior secured facilities
consist of a $225 million revolving credit facility, a
$2.3 billion term loan, and a $50 million synthetic letter of
credit facility.  The company had approximately $1.5 billion
outstanding under its term loans, as of Sept. 30, 2009, pro forma
for a January 2010 paydown of the term loan using proceeds from a
recently completed $1 billion senior secured note issue.

S&P also raised its issue-level ratings on the company's second-
lien notes ($653 million in aggregate) to 'CCC+' from 'CCC', and
the issue-level ratings on the company's unsecured debentures to
'CCC+' from 'D'.  The unsecured debentures were lowered to 'D' in
August 2009, following a buyback of a portion of debentures, which
S&P considered a distressed exchange.  The recovery ratings on
these notes and debentures remain at '5', indicating S&P's
expectation for modest recovery (10%-30%) in the event of a
payment default.

The issue-level rating on the company's recent $200 million first-
lien revolving loan commitment, which is effective when the
current $225 million revolving credit facility matures in May 2011
remains at 'B-', with a '3' recovery rating.  The issue-level
rating on the company's $951 million extended term loan is also
'B-' with a '3' recovery rating.  The company recently extended
the maturity on $951 million of its $2.3 billion term loan to 2015
from 2013.  The '3' recovery ratings indicate S&P's expectation
for meaningful recovery (50%-70%) in the event of a payment
default.

The issue-level rating on the company's $1 billion second-lien
notes is 'CCC+' with a '5' recovery rating.  The '5' recovery
rating indicates S&P's expectation for modest recovery (10%-30%)
in the event of a payment default.  The issuers on the notes,
which Hexion guarantees, are Hexion Nova Scotia Finance ULC and
Hexion U.S. Finance Corp., 100%-owned subsidiaries of Hexion.
Proceeds from the issue were used to mainly pay down approximately
$800 million of the existing term loan and for general purposes.


HILCORP ENERGY: Moody's Assigns 'B2' Rating on $300 Mil. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Hilcorp Energy
I, L.P.'s proposed $300 million senior unsecured notes due 2020.
Moody's also affirmed Hilcorp's B1 Corporate Family Rating and the
B2 rating on the company's existing senior unsecured notes.  The
outlook is stable.

"This bond offering refinances outstanding revolver borrowings and
provides additional cash to fund planned acquisitions and
development," commented Francis Messina, Moody's Vice President.
"While this will increase Hilcorp's debt level, Hilcorp entered
2010 with low leverage metrics relative to similarly rated peers."

Pro forma for the notes offering, Moody's estimates Hilcorp's
adjusted Debt/PD at approximately $10/Boe and debt plus future FAS
69 proven reserve development capex on total proven reserves at
approximately $13.50/Boe.  However, in terms of debt to average
daily production Hilcorp carries less leverage compared to its
peers estimated less than $22,000/Boe.  Moody's estimates that
Hilcorp will reduce further its adjusted debt/PD level below
$10/boe as the company rationalizes its reserve portfolio.

Hilcorp's B1 CFR reflects strong production growth trends from
investments, comparatively stable production and a long generally
productive history in most of its focus regions, and an expected
reduction in financial leverage as earnings continue to grow.
Though Hilcorp has an aggressive acquisition strategy the company
has indicated it will appropriately contain leverage.

Hilcorp has had a successful track record for replacing production
through its acquire and exploit strategy of purchasing mature
properties from the majors then adding reserves through the
drillbit, with an estimated 14% compounded annual growth rate from
year-end 2002 projected into 2010.  The relatively low three-year
drillbit costs of estimated at approximately $15.73/boe underlines
Hilcorp's solid exploitation reserve replacement trend and also
reflects management's strong operational expertise.  Hilcorp
operates 93% of its net production.

The stable outlook is based on an expectation that Hilcorp funds
its capital expenditures at levels largely in line with its
operating cash flows while achieving its production growth
targets.  The outlook could be changed to negative if spending
were to materially exceed operating cash flow.  The outlook could
also be pressured or the ratings downgraded if the company were to
significantly increase debt through further property acquisitions,
dividends, and/or outspend its operating cash flows.  Dividends
for year-end 2008 were approximately $100 million, with an
estimated dividend of $75 million for 2009.

The ratings for the senior unsecured notes reflect both the
overall probability of default of the company, to which Moody's
assigns a PDR of B1, and a loss given default of LGD 4, 62%,
previously LGD 4, 66%.  The B2 rating of the senior unsecured
notes reflects their position in Hilcorp's capital structure,
including the subordination to all first lien senior secured
creditors and full guarantees of existing and future subsidiaries.

The last rating action was on November 13, 2009 when Moody's
upgraded Hilcorp's CFR to B1 from B2, and upgrade its senior
unsecured notes to B2 from B3.

Hilcorp is a private limited partnership engaged in onshore and
coastal oil and gas production, acquisitions, exploitation, and
divestitures.  Hilcorp acquires properties late in their
productive lives with a goal of boosting production through
recompletions, workover and repair of downhole hardware,
restimulation of the wellbore/reservoir interface, and
refracturing of reservoir rock.


HILCORP ENERGY: S&P Assigns 'BB-' Rating on $300 Mil. Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
issue-level and recovery ratings to Hilcorp Energy I L.P.'s
proposed $300 million senior notes due 2020.

The issue-level rating is 'BB-' (the same as the corporate credit
rating).  At the same time, S&P assigned a recovery rating of '3',
indicating S&P's expectation of meaningful (50%-70%) recovery in
the event of a payment default.

"S&P's recovery analysis incorporates Hilcorp's plans to use the
proceeds from the proposed notes offering to, among other things,
repay outstanding balances under its revolving credit facility and
fund recent and pending acquisitions," said Standard & Poor's
credit analyst Patrick Lee.

Houston-based Hilcorp is a private partnership that acquires,
develops, and produces crude oil and natural gas.  S&P's corporate
credit rating on Hilcorp is 'BB-', and the outlook is stable.

                           Ratings List

                       Hilcorp Energy I L.P.

     Corporate Credit Rating                    BB-/Stable/--

                            New Rating

                       Hilcorp Energy I L.P.

          Proposed $300 mil. senior notes due 2020   BB-
           Recovery Rating                           3


INTERSTATE HOTELS: Faces Class Suit on Proposed Merger
------------------------------------------------------
Christopher L. Bennett, Executive Vice President, Secretary and
General Counsel at Interstate Hotels & Resorts, Inc., reports that
on December 29, 2009, a lawsuit was filed in the Circuit Court of
Arlington County by Vikram Khanna against Interstate Hotels &
Resorts, Inc., Hotel Acquisition Company, LLC, HAC Merger Sub,
Inc., HAC Merger Partnership, L.P., and Company directors Thomas
F. Hewitt, Ronald W. Allen, H. Eric Bolton, James F. Dannhauser,
Leslie R. Doggett, James B. McCurry, John J. Russell, Jr., and
Christopher S. Shackelton regarding the proposed acquisition of
the Company and its subsidiary, Interstate Operating Company,
L.P., by HAC.

The Company and its directors were served with the complaint on
January 13, 2010.

Mr. Khanna alleges that he is a stockholder of the Company and
brings breach of fiduciary duty claims against the Company
directors named as defendants, and claims for aiding and abetting
breach of fiduciary duty against the Company and HAC.  Mr. Khanna
purports to sue on his own behalf, on behalf of a class consisting
of the Company's stockholders (other than the defendants and their
affiliates), and on behalf of the Company in a derivative
capacity.  Mr. Khanna purports to seek to enjoin the proposed
transaction with HAC or, in the event that the Company's
transaction with HAC is consummated prior to entry of a final
judgment, rescission of the transaction or an award of
rescissionary damages.  The defendants intend to defend the
lawsuit vigorously, including opposing any efforts to enjoin the
proposed transaction.

As reported by the Troubled Company Reporter on December 28, 2009,
Interstate signed a definitive merger agreement to be acquired by
Hotel Acquisition Company, LLC, a 50/50 joint venture between
subsidiaries of Thayer Hotel Investors V-A LP, a private equity
fund sponsored by Thayer Lodging Group, and Shanghai Jin Jiang
International Hotels (Group) Company Limited in a transaction
valued at approximately $307 million.

Hotel Acquisition would acquire all of the outstanding common
stock and operating partnership units of Interstate for $2.25 per
share in an all cash transaction.  The price represents a premium
of 77% over December 17 closing stock price.  Interstate's lenders
have approved the transaction subject to certain pay downs at
closing on its senior credit facility and on one of its non-
recourse mortgage loans.  The transaction is not contingent upon
obtaining any additional financing.

Annapolis, Maryland-based based Thayer Lodging Group is a
privately held real estate investment company focused on
hospitality assets; Shanghai, China based Jin Jiang Hotels is a
subsidiary of Jin Jiang International Holdings Company Limited,
and is China's largest hotel group.

Interstate intends to hold a special stockholders meeting to
consider and vote upon a proposal to adopt the agreement and plan
of merger, dated as of December 18, 2009, with Hotel Acquisition.
There's no specific schedule yet for the meeting.

                 About Interstate Hotels & Resorts

Arlington, Virginia-based Interstate Hotels & Resorts, Inc. (NYSE:
IHR) and its affiliates -- http://www.ihrco.com/-- manages or has
ownership interests in a total of 232 hospitality properties with
more than 46,000 rooms in 37 states, the District of Columbia,
Russia, India, Mexico, Belgium, Canada, Ireland and England.  The
company has ownership interests in 56 of those properties,
including six wholly owned assets.  Interstate Hotels & Resorts
also has contracts to manage 13 to be built hospitality properties
with approximately 3,000 rooms which includes the company's entry
into new markets such as Costa Rica.

At September 30, 2009, the Company's consolidated balance sheets
showed $456.2 million in total assets, $311.8 million in total
liabilities, and $144.4 million in shareholders' equity.  The
Company reported current assets of $64 million and current
liabilities of $85.4 million at September 30, 2009, resulting in a
$21.4 million working capital deficit.

                       Going Concern Doubt

The Company states that the report from its independent registered
public accounting firm, KPMG LLP, included in the Company's Form
10-K for the year ended December 31, 2008, included an explanatory
paragraph expressing substantial doubt about the Company's
ability to continue as a going concern due to potential credit
facility covenant violations.

In July 2009, the Company successfully amended the terms of the
its Credit Facility which, among other things, eliminated the NYSE
listing requirement, eliminated the total leverage ratio debt
covenant and extended the maturity of its debt from March 2010 to
March 2012.

                           *     *     *

Interstate Hotels carries Moody's "Caa1" corporate family rating.


INTERSTATE HOTELS: First Eagle Dumps Shares Amid Tax Benefit Plan
-----------------------------------------------------------------
Christopher L. Bennett, Executive Vice President, Secretary and
General Counsel at Interstate Hotels & Resorts, Inc., reports that
on January 19, 2010, First Eagle Investment Management, LLC filed
a Schedule 13D with the Securities and Exchange Commission
reporting that, as of the close of business on January 19, 2010,
First Eagle was deemed to be the beneficial owner of 2,000,000
shares or approximately 6.2% of the total outstanding shares of
common stock, $0.01 par value per share, of Interstate Hotels &
Resorts.

On January 20, 2010, the Company contacted First Eagle to discuss
whether First Eagle was aware of the Company's Tax Benefit
Preservation Plan, dated as of September 24, 2009, between the
Company and Computershare Trust Company, N.A., and to determine
whether First Eagle had actual knowledge of the consequences of
its beneficial ownership under the Plan.  First Eagle informed the
Company that it was not aware of the Plan and confirmed that it
had no actual knowledge of the consequences of its beneficial
ownership under the Plan.  First Eagle informed the Company that
it would divest as promptly as practicable a sufficient number of
shares to reduce its beneficial ownership to less than 4.99% of
the total outstanding shares of Common Stock of the Company.

On January 22, 2010, the board of directors of the Company
determined that, pursuant to the Plan, First Eagle shall not be
deemed to be or to have become an "Acquiring Person" under the
Plan as a result of its inadvertent acquisition provided that
First Eagle divest as promptly as practicable a sufficient number
of shares to reduce its beneficial ownership to less than 4.99% of
the total outstanding shares of Common Stock of the Company.

On January 26, 2010, First Eagle filed Amendment No. 1 to its
Schedule 13D with the SEC reporting that, as of the close of
business on January 26, 2010, First Eagle had sold shares of
Common Stock of the Company to reduce its beneficial ownership to
1,550,000 shares or approximately 4.82% of the total outstanding
shares of Common Stock of the Company.  Accordingly, First Eagle
has been deemed to not be an "Acquiring Person" under the Plan.

On January 22, First Eagle sold 100,000 Interstate shares for
$2.23 apiece.  On January 25 and 26, First Eagle sold 300,000 and
50,000 Interstate respectively for $2.22 apiece.

                 About Interstate Hotels & Resorts

Arlington, Virginia-based Interstate Hotels & Resorts, Inc. (NYSE:
IHR) and its affiliates -- http://www.ihrco.com/-- manages or has
ownership interests in a total of 232 hospitality properties with
more than 46,000 rooms in 37 states, the District of Columbia,
Russia, India, Mexico, Belgium, Canada, Ireland and England.  The
company has ownership interests in 56 of those properties,
including six wholly owned assets.  Interstate Hotels & Resorts
also has contracts to manage 13 to be built hospitality properties
with approximately 3,000 rooms which includes the company's entry
into new markets such as Costa Rica.

At September 30, 2009, the Company's consolidated balance sheets
showed $456.2 million in total assets, $311.8 million in total
liabilities, and $144.4 million in shareholders' equity.  The
Company reported current assets of $64 million and current
liabilities of $85.4 million at September 30, 2009, resulting in a
$21.4 million working capital deficit.

                       Going Concern Doubt

The Company states that the report from its independent registered
public accounting firm, KPMG LLP, included in the Company's Form
10-K for the year ended December 31, 2008, included an explanatory
paragraph expressing substantial doubt about the Company's
ability to continue as a going concern due to potential credit
facility covenant violations.

In July 2009, the Company successfully amended the terms of the
its Credit Facility which, among other things, eliminated the NYSE
listing requirement, eliminated the total leverage ratio debt
covenant and extended the maturity of its debt from March 2010 to
March 2012.


JSC BTA BANK: Seeks Bankruptcy Protection in New York
-----------------------------------------------------
JSC BTA Bank, also known as BTA Bank of Kazakhstan, filed for
Chapter 15 bankruptcy protection in New York (Bankr. S.D.N.Y. Case
No. 10-10638), listing more than $1 billion in both assets and
debt.

BTA Bank wants the Bankruptcy Court in Manhattan to enter an order
recognizing the voluntary judicial restructuring proceeding that
was initiated by the bank in the Specialized Financial Court of
Almaty City in Kazakhstan and opened pursuant to an Oct. 16, 2009
decision of the Financial Court, as a foreign main proceeding
pursuant to 11 U.S.C. Secs. 1515 and 1517.

BTA Bank is represented in the Chapter 15 proceedings by:

    WHITE & CASE LLP
    1155 Avenue of the Americas
    New York, New York 10036-2787
    Telephone: (212) 819-8200
    Facsimile: (212) 354-8113
    Abraham L. Zylberberg, Esq.
    Evan C. Hollander, Esq.
    Richard A. Graham, Esq.

                        Road to Bankruptcy

According to a filing with the U.S. Bankruptcy Court, on May 18,
2007, the Bank entered into a credit agreement with Morgan Stanley
Bank International Limited pursuant to which the Bank was provided
with a credit facility of JPY36,420,000,000.

Following Kazakhstan's credit rating downgrade in October 2007 by
S&P from 'BBB' to 'BBB-' and the general deterioration in the
financial markets since August 2007, the Bank became unable to
refinance its international debt, which in turn reduced its
ability to make loans.  In October 2008 the government of the
Republic of Kazakhstan and the Agency of the Republic of
Kazakhstan for Regulation and Supervision of Financial Markets and
Financial Organizations announced a proposal to recapitalize the
Bank as part of a broader plan to stabilize the country's
financial system.  The plan involved JSC National Welfare Fund
Samruk-Kazyna, Kazakhstan's sovereign wealth fund, providing
financial support to struggling financial institutions, and a
Memorandum of Understanding in relation to this was signed on
November 9, 2009.

However, in early 2009, in light of the increasing deterioration
in the Bank's financial position and in the quality of its loan
portfolio, the Bank was required by the FMSA to increase its
provisions for bad debts.  Investigations and proceedings are also
underway in the Republic of Kazakhstan, the United Kingdom and
elsewhere in relation to fraudulent and unlawful transactions
entered into by the Bank's former management prior to February
2009 which have caused the Bank very significant losses.

On February 2, 2009, the government of the Republic of Kazakhstan
accepted the FMSA's recommendation to recapitalize the Bank
whereby Samruk-Kazyna acquired a controlling shareholding
constituting 75.1% of the Bank's total share capital.  The Bank
also continued to down-size its operating activities in response
to the deteriorating market and the Bank's financial condition.

Samruk-Kazyna's acquisition of a controlling stake in the Bank
triggered a change of control clause under the Morgan Stanley
Credit Agreement.  In accordance with its rights under the Morgan
Stanley Credit Agreement, on March 27, 2009, Morgan Stanley sent a
request to the Bank requiring early repayment of the Morgan
Stanley Loan by March 30, 2009.  The Bank had insufficient funds
to repay the Morgan Stanley Loan within 7 calendar days following
the due date and was also unable to fulfill its obligations to
creditors under a number of other agreements.  This inability to
pay its debts as they fell due formed the basis for the Bank's
application to the Financial Court for restructuring.

Since April 20, 2009 the Bank has suspended repayment of any
outstanding principal amounts under its financial indebtedness
pending the restructuring of the Bank but continued paying
interest until July 22, 2009, when repayment of interest was
suspended as well.

In May 2009, the Bank breached certain of FMSA's regulatory
requirements due to: (i) a failure to repay certain liabilities;
and (ii) excessive exposure to a single borrower.

Following the Bank's breach of these regulatory requirements, the
Bank entered into an agreement with the FMSA on May 22, 2009
pursuant to which the Bank submitted a preliminary restructuring
plan to the FMSA on 10 June 2009.

In June 2009 the Bank announced it had recorded negative capital.
Consequently the Bank and the FMSA entered into a further
agreement on 30 June 2009 pursuant to which the Bank agreed, among
other things, to provide the FMSA with a restructuring plan not
later than August 3, 2009 (subsequently extended to September 18,
2009).

On September 18, 2009, the Bank submitted an indicative
restructuring and recapitalization plan to the FMSA in accordance
with the FMSA June Agreement.  Following negotiations with the
Bank's creditors during September 2009, the Bank and a steering
committee of the creditors, signed a Memorandum of Understanding
with respect to the Indicative Restructuring Plan on September 21,
2009.  The FMSA approved the Indicative Restructuring Plan on
September 26, 2009.

Pursuant to the FMSA June Agreement (as amended), on Dec. 7, 2009,
the Bank and the Steering Committee signed a principal commercial
terms sheet setting out principal commercial terms of the
restructuring as well as details of the different restructuring
packages that will be available to the different classes of the
Bank's financial creditors and certain other arrangements,
principally relating to the Bank's corporate governance and other
aspects of its operations and business following completion of the
Restructuring.

In summary, the Restructuring will be effected through the
restructuring of the existing claims of all creditors of the Bank,
including Samruk-Kazyna and certain related parties, save for
certain categories of excluded creditors, such as depositors and
certain government agencies funding special loan programs.
Creditors having their claims restructured will receive a
mixture of cash, senior debt, subordinated debt, other forms of
debt, equity and so-called "recovery notes" in consideration for
the restructuring of their claims.  Payments on "recovery notes"
will be funded by cash recoveries on any provisioned assets,
litigation recoveries and deferred tax recoveries.  The
Restructuring is expected to be completed in the third quarter of
2010.

Pursuant to the Restructuring, different creditors will have their
claims restructured according to different "Packages" based upon
the nature of their claims as against the Bank.  The Restructuring
envisages 4 "Senior Packages" for holders of senior debt totaling
approximately US$l 0.26 billion (plus US$529 million of accrued
interest through 31 March 2010) and 2 "Junior Packages" for
holders of approximately US$1.35 billion in junior debt.

These packages contain the terms for the restructuring of the
following types of creditors: i) Senior Package 1 deals with
holders of senior debt, including most bonds and bank loans; ii)
Senior Package 2 deals with Export Credit Agency and other
government sector creditors and certain trade finance creditors;
iii) Senior Package 3 deals with all non-ECA trade finance
creditors (subject to certain exclusions); iv) Senior Package 4
deals with creditors holding certain Shariah-compliant debt; v)
Junior Package 1 deals with Kazakhstan-based pension funds holding
subordinated debt; and vi) Junior Package 2 deals with holders of
all remaining subordinated debt and perpetual bonds.

The Bank made an application for restructuring under the Banking
Law, the Civil Procedural Code and the Amending Law on October 7,
2009.  Pursuant to the Kazakh Decision, the application was
granted by the Financial Court on October 16, 2009.  This approval
resulted in an automatic stay of all relevant claims of the Bank's
creditors and protection of the Bank's property from execution and
attachment until completion of the Restructuring.

As part of its decision, the Financial Court ordered that:

   a) the Restructuring of the Bank must be completed by
      September 5, 2010;

   b) Anvar Galimullaevich Saidenov should be responsible for
      conducting the Restructuring;
   c) the proceeding should be recognized as a judicial proceeding
      conducted in accordance with the insolvency legislation of
      the Republic of Kazakhstan which the Bank's activity is
      subject to supervision by the FMSA;

   d) the Bank should undertake various actions to notify and
      inform its creditors in relation to steps to be taken
      pursuant to the Restructuring, including publishing an
      information memorandum; and

   e) previous court decisions regarding claims against the Bank
      should be suspended.

Pursuant to the decision of the Financial Court approving the
Indicative Restructuring Plan, the Bank intends to publish an
information memorandum during the first quarter of 2010, which
will contain the definitive restructuring plan to be approved by
the Bank's creditors at a meeting planned for the end of the
quarter.

The total amount of debt being restructured pursuant to the
Restructuring is approximately US$11.6 billion.

                            About BTA Bank

BTA Bank AO (BTA Bank JSC), formerly Bank TuranAlem AO --
http://bta.kz/-- is a Kazakhstan-based financial institution,
which is involved in the provision of banking and financial
products for private and corporate clients.

The BTA Group is one of the leading banking groups in the
Commonwealth of Independent States and has affiliated banks in
Russia, Ukraine, Belarus, Georgia, Armenia, Kyrgyzstan and Turkey.
In addition, the Bank maintains representative offices in Russia,
Ukraine, China, the United Arab Emirates and the United Kingdom.
The Bank has no branch or agency in the United States, and its
primary assets in the United States consist of balances in
accounts with correspondent banks in New York City.

As of 30 November 2009 the Bank employed 5,043 people inside and 4
people outside Kazakhstan. It has no employees in the United
States.  Most of the Bank's assets, and nearly all its tangible
assets, are located in Kazakhstan.


KEMET CORP: Has $56-Mil. 'Distressed Exchange' Offer
----------------------------------------------------
KEMET Corporation has commenced a tender offer for up to
$56,081,000 in the aggregate principal amount of its outstanding
2.25% Convertible Senior Notes due 2026.  An aggregate principal
amount of $81,081,000 of the Convertible Notes is currently
outstanding.

The tender offer will expire at 11:59 p.m., New York City time, on
March 3, 2010, unless extended or earlier terminated by KEMET.
Holders of Convertible Notes who validly tender, and do not
validly withdraw, their Convertible Notes on or prior to the
Expiration Date will receive $965 for each $1,000 principal amount
of Convertible Notes purchased in the tender offer, plus accrued
and unpaid interest to, but excluding, the date of payment for the
Convertible Notes accepted for payment.  Tenders of Convertible
Notes must be made on or prior to the Expiration Date, and
Convertible Notes may be withdrawn at any time on or prior to the
Expiration Date.

The tender offer and KEMET's obligation to purchase and pay for
the Convertible Notes validly tendered and not validly withdrawn
pursuant to the tender offer is conditioned upon (1) the receipt
by KEMET of the proceeds from a concurrent debt financing whereby
KEMET issues debt in an aggregate principal amount of at least
$275 million, which is subject to the satisfaction or waiver of
certain conditions and (2) the other general conditions to the
tender offer set forth in the Offer to Purchase, dated February 3,
2010, being satisfied or waived on or prior to the Expiration
Date.

To the extent that acceptances of all validly tendered Convertible
Notes would require KEMET to purchase more than $56,081,000 in
aggregate principal amount of Convertible Notes in connection with
the tender offer, KEMET will allocate acceptances on a pro rata
basis among the tendering holders.

Full details of the terms and conditions of the tender offer are
included in KEMET's Offer to Purchase and Schedule TO, which are
being sent to holders of Convertible Notes and filed with the
Securities and Exchange Commission, and holders are encouraged to
read these documents, as they contain important information
regarding the tender offer.

KEMET has retained BofA Merrill Lynch to act as the dealer manager
for the tender offer. D.F. King & Co., Inc. is the information
agent and depositary for the tender offer. Questions regarding the
tender offer should be directed to BofA Merrill Lynch at 1 888 292
0070 (U.S. toll free).  Requests for the Offer to Purchase and
other documents relating to the tender offer may be directed to
D.F. King & Co., Inc. at (212) 269 5550 (for banks and brokers
only) or 1 800 714 3312 (U.S. toll free).

                     About KEMET Corporation

Based in Simpsonville, South Carolina, KEMET Corporation (Other
OTC: KEME) -- http://www.KEMET.com/-- is a leading manufacturer
of the majority of capacitor types, including tantalum, multilayer
ceramic, solid aluminum, plastic film, paper and electrolytic
capacitors.  Capacitors are one of the essential passive
components used in circuit boards.

KEMET manufactures capacitors in Bulgaria, China, Finland,
Germany, Indonesia, Italy, Mexico, Portugal, Sweden, the United
Kingdom, and the United States.

                       Going Concern Doubt

The Company's 2009 annual report included disclosure and an audit
opinion that expressed substantial doubt about the Company's
ability to continue as a going concern.  The auditors cited a
decline in net sales, profitability and liquidity during the year
ended March 31, 2009.


KEMET CORPORATION: Moody's Assigns Corporate Family Rating at 'B2'
------------------------------------------------------------------
Moody's Investors Service assigned to KEMET Corporation a first-
time Corporate Family Rating of B2 and Probability of Default
Rating of B2.  Concurrently, Moody's assigned a B2 rating to
KEMET's proposed $275 million Senior Notes due 2018 offering.
Moody's also assigned an SGL-2 speculative grade liquidity rating.
The rating outlook is stable.

KEMET is a leading global manufacturer of capacitors.  Private
equity firm, Platinum Equity (through its affiliate, K Equity,
LLC), is effectively the company's largest shareholder with an
approximate 49.9% stake in the form of a warrant.  The ratings
were assigned in connection with KEMET's proposed debt issuance,
which will be used to prepay substantially all of its existing
debt including a portion of its convertible notes, existing credit
facilities and term loans, as well as lines of credit.  The
assigned ratings are subject to review of final documentation and
no material change in the terms and conditions of the transaction
as advised to Moody's.  The notes are secured by 51% of certain of
the company's foreign subsidiaries' stock.

KEMET's B2 CFR reflects KEMET's highly volatile business model,
which is susceptible to economic cycles, small scale as measured
by revenues and lower operating margins relative to other
semiconductor and electronic component manufacturers, high
customer concentration, and intense competition in an industry
experiencing a long-term trend toward lower prices for capacitors.
In addition, the rating is constrained by relatively high leverage
as measured by debt to EBITDA (Moody's adjusted for capitalized
leases) of approximately 5.4x expected at the close of the
transaction.

At the same time, the rating is supported by the company's leading
market position within its three operating segments of Tantalum,
Ceramic and Film & Electrolytic, its global reach and geographic
revenue diversity, strong customer relationships, and broad
product portfolio.  In addition, management has successfully
restructured its Tantalum and Ceramic businesses while in the
process of revamping its F&E business, creating a low-cost
production base to ensure sustained profitability and steady free
cash flow.

The SGL-2 speculative grade liquidity rating reflects KEMET's good
liquidity profile over the next twelve months.  The company is
expected to have cash of approximately $73 million at the close of
the transaction and should generate free cash flow in excess of
$20 million.  While the company has stable internal sources of
liquidity, KEMET is not expected to have a committed revolving
credit facility when the deal closes.  The lack of a revolving
credit facility could limit the company's financial flexibility.
Although Moody's expects the company to generate sufficient cash
flow to meet its working capital requirements and capital
expenditure needs for the next twelve months, there may be interim
quarters with negative cash flow which would require the company
to fund its needs using cash on the balance sheet as no revolver
would be available.

The stable rating outlook incorporates the potential for operating
improvement as management continues to streamline its business and
restructures the F&E business while a slow rebound begins in the
semiconductor and electronic components industries during 2010.
It also reflects Moody's expectation for a gradual increase in
revenue and profitability in 2010 such that the company's
financial leverage improves.

These first-time ratings/assessments were assigned:

* Corporate Family Rating -- B2
* Probability of Default Rating -- B2
* $275 Million Senior Notes due 2018 -- B2 (LGD-3, 44%)
* Speculative Grade Liquidity Rating of SGL-2

KEMET Corporation, headquartered in Greenville, South Carolina, is
a large manufacturer and supplier of passive electronic
components, specializing in tantalum, multilayer ceramic, film,
solid aluminum, electrolytic, and paper capacitors.  Revenues for
the twelve months ended December 31, 2009 were approximately
$659 million.


KEMET CORP: S&P Assigns Corporate Credit Rating at 'B'
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Greenville, South Carolina-based KEMET Corp.  The
rating outlook is stable.

At the same time, S&P assigned KEMET's planned issuance of
275 million senior notes due 2018 its issue-level rating of 'B'
(at the same level as its 'B' corporate credit rating on the
company).  S&P also assigned the notes a recovery rating of '4',
indication its expectation of average (30% to 50%) recovery for
noteholders in the event of a payment default.  The company plans
to use proceeds to repay the majority of its existing debt.

"The 'B' corporate credit rating reflects highly competitive
market conditions, KEMET's modest scope in several of its served
markets, a history of unprofitable operations, and limited
liquidity," said Standard & Poor's credit analyst Bruce Hyman.
"The company's improving operating profitability following a
series of restructuring actions and its low capital intensity
partly offset these factors.  The rating also incorporates S&P's
expectation of a successful sale of the planned notes issue."

KEMET is a major supplier of capacitors, which are passive
electronic components used to regulate the flow of electricity.
Capacitors are used broadly across the global economy.

KEMET's financial profile eroded following two cash-based
acquisitions to gain scale and diversify into the film-based and
electrolytic submarkets within the capacitor industry.  The
company initiated restructuring actions on the acquired
operations, which had been unprofitable on an operating basis.
However, depressed industry conditions led to weak overall
profitability and declining liquidity, effectively halting the
restructuring actions.  Cash balances fell to $25 million at
Dec. 31, 2008, from $140 million at Dec. 31, 2007.

Responding to these challenges, KEMET deemphasized a number of
commodity product lines and focused on higher-margin applications,
leading to materially improved profitability since the June 2009
quarter.  Following an earlier partial debt refinancing, in June
2009, the company resumed its restructuring, in a program likely
to run into fiscal 2012.  EBITDA was about $22 million in the
December 2009 quarter, representing about 11% of sales, compared
to a significant EBITDA loss on comparable revenues one year
earlier.  Annualized debt leverage, pro forma for the proposed
notes and tender, is now about 5.5x EBITDA.

The company is not capital intensive, with capital expenditures of
around 3% of sales, although capital outlays could be somewhat
higher over the intermediate term to fund relocation of the
film/electrolytic unit to low-cost regions.  Free cash flow has
been positive since the March 2009 quarter, versus consistently
negative free cash flows prior to that time, and the company is
likely to continue generating a moderate degree of free cash flow
in the future.  The new notes are not callable for four years, and
are then callable at par plus one-half the coupon.  Up to 10% of
the notes can be redeemed per year at 103% during the first three
years; the par redemption and call features could provide a means
for the company to deleverage using free cash flow.


KLCG PROPERTY: Can Obtain $2.8MM DIP Loan from Dougherty Funding
----------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware, in a final order, authorized KLCG Property,
LLC, et al., to obtain up to $2,800,000 postpetition secured
financing from Dougherty Funding LLC.

The Debtors would use the money to fund their Chapter 11 case, pay
suppliers and other parties.

As reported in the Troubled Company Reporter on January 4, 2010,
the DIP facility will incur interest at 9% per annum.  Payments
more than five days after past due will be subject to a later
charge equal to 4.0% of the overdue amount.  In the event of
default, obligations will be subject to an 11% per annum default
rate of interest.

The Debtors' obligations under the DIP facility are secured by all
of the Debtors' assets.  The Debtors will grant the DIP Lender
first priority, valid, priming, perfected and enforceable liens on
the assets, and grant in favor of the DIP Lender superpriority
administrative claim status for all indebtedness under the DIP
Facility.

The Debtors are also authorized to use cash collateral.  As
adequate protection for any diminution in value of Dougherty
Funding' collateral, the Debtors will grant Dougherty Funding
replacement liens and superpriority claims.

The DIP lien is subject to a carve out for U.S. Trustee and Clerk
of Court fees; up to $25,000 in fees payable to professional
employed in the Debtors' case; and fees of the committee in
pursuing actions challenging the DIP Lenders' lien.

                       About KLCG Property

Headquartered in Gurnee, Illinois, KLCG Property, LLC, was
organized in Delaware on October 13, 2005, for the purpose of
constructing, owning, and operating a 414-room destination resort
hotel, indoor water park and conference center located within the
greater northern Chicagoland region.

KLCG Property filed for Chapter 11 bankruptcy protection on
December 16, 2009 (Bankr. D. Delaware Case No. 09-14418).  The
Company's affiliate, Gurnee Property, LLC, also filed for Chapter
11 bankruptcy protection.  Donald J. Bowman, Jr., Esq., and
Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor assist
the Debtors in their restructuring efforts.  KLCG Property listed
$50,000,001 to $100,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.


LAZARD GROUP: Moody's Reviews 'Ba1' Rating on Senior Notes
----------------------------------------------------------
Moody's Investors Service placed the ratings of Lazard Group LLC
(senior at Ba1) on review for downgrade.

The review for downgrade reflects the reporting by Lazard Ltd (the
parent company of Lazard Group LLC) of a $75 million operating
loss in the fourth quarter and a $35 million operating loss for
the full year.  Moody's excludes the impact of accelerating RSUs
and previously deferred cash awards when calculating operating
results.  By contrast, Moody's considers restructuring costs as
normal operating expenses of an investment bank that must retain
its key employees to generate revenue, while at the same time
dealing with revenue cyclicality.

In its review Moody's will focus on the relationship between the
firm's financial policies (including its new share repurchase
plan) and its compensation policies.  Moody's will explore how
management intends to balance the interests of creditors,
employees and shareholders.  Moody's said that a downgrade of the
Ba1 rating could be either one or two notches.

Moody's observed that changes to compensation policies at Lazard
resulted in a 2009 full-year compensation ratio of 71.8%, even
after excluding special charges.  This compensation rate sharply
reduced EBITDA generation for debt service in 2009 - despite
improved top-line revenue performance in the fourth quarter.
"Management may no longer be able to maintain a compensation ratio
at 57.5% of operating revenue in most environments, reducing
operating margins and cash flows," said Peter Nerby, a Moody's
Senior Vice President.

The rating agency said that the increases in compensation accruals
made it increasingly unlikely that Lazard would be able to
maintain Debt/EBITDA ratios below 4xs through the revenue cycle.
In addition, in the first quarter of 2010, the firm will take
additional compensation charges totaling $65.8 million, further
pressuring EBITDA.

Moody's noted that Lazard's strong advisory and restructuring
practices are supportive of the current ratings as is the revenue
diversification of the asset management business.  The ratings are
also supported by the firm's simple balance sheet, with a cash
position of $402 million (net of accrued compensation payable) at
year end.  Moody's last rating action on Lazard was on April 29,
2009 when the rating outlook was changed to negative from stable.

Lazard Group LLC, the entity rated by Moody's, is an intermediate
holding company of publicly traded Lazard Limited.

These ratings of Lazard Group LLC were placed on review for
possible downgrade.

* $600 million 6.85% Senior Notes due 6/15/2017 rated Ba1;
* $550 million 7.125% Senior Notes due 5/15/2015 rated Ba1;

Lazard Ltd is an international advisory and money management firm
headquartered in New York.


LEHMAN BROTHERS: Bank of New York to Appeal CDO Ruling
------------------------------------------------------
Bank of New York Mellon Corp. will appeal the recent bankruptcy
court ruling on a structured debt program called Dante, to which
collapsed U.S. bank Lehman Brothers Holdings Inc. was a
counterparty, ABI reports.

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)


LEHMAN BROTHERS: ERISA Class Action Against Lehman Directors Nixed
------------------------------------------------------------------
Law360 reports that a federal judge has thrown out a putative
class action against Lehman Brothers Holdings Inc.'s former
directors over the management of an employee stock ownership plan
that lost value when the firm failed, ruling 11 defendants were
not fiduciaries to the plan and the 12th did not breach her
fiduciary duties.

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)


LODGENET INTERACTIVE: BlackRock Reports 5.26% Equity Stake
----------------------------------------------------------
BlackRock, Inc., disclosed that as of December 31, 2009, it may be
deemed to beneficially own 1,184,612 shares or roughly 5.26% of
the common stock of LodgeNet Interactive Corp.

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET) -- http://www.lodgenet.com/-- provides media and
connectivity solutions designed to meet the unique needs of
hospitality, healthcare and other guest-based businesses.
LodgeNet Interactive serves more than 1.9 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.  The Company's services include: Interactive
Television Solutions, Broadband Internet Solutions, Content
Solutions, Professional Solutions and Advertising Media Solutions.
LodgeNet Interactive Corporation owns and operates businesses
under the industry leading brands: LodgeNet, LodgeNetRX, and The
Hotel Networks.

As of September 30, 2009, LodgeNet had $541.5 million in total
assets against $610.5 million in total liabilities, resulting in
$68.9 million in stockholders' deficiency.

                          *     *     *

As reported by the Troubled Company Reporter on June 10, 2009,
Moody's affirmed LodgeNet's B3 corporate family rating, Caa1
probability of default rating and SGL-4 speculative grade
liquidity rating (indicating poor liquidity).  The rating
continues to be influenced primarily by liquidity matters stemming
from the company's very limited financial covenant compliance
cushion.


LODGENET INTERACTIVE: Wells Fargo Discloses 10.92% Equity Stake
---------------------------------------------------------------
Wells Fargo and Company disclosed that as of December 31, 2009, it
may be deemed to beneficially own 2,461,314 shares or roughly
10.92% of the common stock of LodgeNet Interactive Corporation.

Wells Capital Management Incorporated disclosed that as of
December 31, 2009, it may be deemed to beneficially own 2,453,614
shares or roughly 10.89% of the common stock of LodgeNet.

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET) -- http://www.lodgenet.com/-- provides media and
connectivity solutions designed to meet the unique needs of
hospitality, healthcare and other guest-based businesses.
LodgeNet Interactive serves more than 1.9 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.  The Company's services include: Interactive
Television Solutions, Broadband Internet Solutions, Content
Solutions, Professional Solutions and Advertising Media Solutions.
LodgeNet Interactive Corporation owns and operates businesses
under the industry leading brands: LodgeNet, LodgeNetRX, and The
Hotel Networks.

As of September 30, 2009, LodgeNet had $541.5 million in total
assets against $610.5 million in total liabilities, resulting in
$68.9 million in stockholders' deficiency.

                          *     *     *

As reported by the Troubled Company Reporter on June 10, 2009,
Moody's affirmed LodgeNet's B3 corporate family rating, Caa1
probability of default rating and SGL-4 speculative grade
liquidity rating (indicating poor liquidity).  The rating
continues to be influenced primarily by liquidity matters stemming
from the company's very limited financial covenant compliance
cushion.


LODGIAN INC: Inks Amendment to $130 Million Mortgage Loan
---------------------------------------------------------
In a regulatory filing Tuesday, Lodgian, Inc., discloses that on
January 22, 2010, Hospitality Mortgage Investments, LLC, a
Delaware limited liability company, and an affiliate of LSREF
Lodging Investments, LLC, a Delaware limited liability company,
purchased the lender's interest in Lodgian, Inc.'s $130 million
mortgage loan facility originally made by Goldman Sachs Commercial
Mortgage Capital, L.P.  An amendment to the loan was also
concurrently entered into by Hospitality and Lodgian's subsidiary
borrowing entities which own the hotels securing the loan. The
material terms of the loan amendment are:

  -- Effective immediately, the cash lockbox provisions of the
     loan were amended to provide that excess cash flow from the
     mortgaged properties after debt service, reserves and
     operating expenses, will not be retained by the lender in an
     excess cash flow reserve account, but will instead be
     released to the borrowers on a monthly basis, even if the
     properties do not meet previously required financial ratio
     tests.

  -- The deadline for Lodgian's subsidiary which owns the Crowne
     Plaza Albany, New York, to complete renovation work on the
     hotel's parking structure was extended to May 1, 2010.

  -- The allocated loan amounts for each of the properties
     securing the loan were readjusted.
   
  -- Effective July 1, 2010, after the merger contemplated by the
     Agreement and Plan of Merger, dated January 22, 2010, by and
     among Lodgian, LSREF Lodging Investments, LLC ("Purchaser"),
     and LSREF Lodging Merger Co., Inc., a Delaware corporation
     and affiliate of Purchaser ("Merger Sub") is currently
     expected to have closed, the margin over LIBOR used to
     determine the interest rate on the loan will be increased
     from 1.50% to 4.25%.
   
  -- If the Merger Agreement is validly terminated for any reason
     other than as a result of a breach by Purchaser of any of its
     representations, warranties, covenants or agreements
     contained in the Merger Agreement such that certain of
     Lodgian's closing conditions set forth in the Merger
     Agreement would not be met, Lodgian's subsidiary borrowing
     entities on the loan will be required, in their sole
     discretion, to either pay down the principal balance of the
     loan by $5,000,000, or to cause the Holiday Inn Monroeville,
     Pennsylvania property to be pledged as additional security
     for the loan.  If the Holiday Inn Monroeville, Pennsylvania
     property is pledged as additional security for the loan, it
     may be subsequently released from the loan upon payment of
     cash release price of $5,000,000.

On January 26, 2010, a putative class action was commenced in the
Superior Court of Fulton County, Georgia against Lodgian, each of
Lodgian's directors, Purchaser and Merger Sub alleging that the
members of Lodgian's board of directors breached their fiduciary
duties to Lodgian shareholders in approving and adopting a merger
agreement that allegedly contains preclusive deal protection
measures and unfair merger consideration.  The complaint further
alleges that Lodgian, Purchaser and Merger Sub aided and abetted
Lodgian's directors in allegedly breaching their fiduciary duties.
The complaint seeks to enjoin the completion of the Merger, an
award of unspecified monetary damages and to recover certain costs
incurred by the plaintiff.  Lodgian believes the complaint to be
without merit and intends to defend against it vigorously,
including opposing any efforts to enjoin the proposed transaction.

In addition, on January 29, 2010, a putative class action was
commenced in the Court of Chancery of the State of Delaware
against Lodgian, each of Lodgian's directors, Purchaser, Merger
Sub and Lone Star Funds, an affiliate of Purchaser and Merger Sub,
alleging that the members of Lodgian's board of directors breached
their fiduciary duties to Lodgian shareholders by allegedly
failing to obtain the highest price available for Lodgian's
shareholders, failing to adequately shop Lodgian and approving a
merger agreement that contains preclusive deal protection
measures.  The complaint further alleges that Lone Star aided and
abetted Lodgian's directors in allegedly breaching their fiduciary
duties.  The complaint seeks to enjoin the completion of the
Merger, an order compelling the directors to undertake a new sale
process, an award of unspecified monetary damages and costs of
litigation.  Lodgian believes the complaint to be without merit
and intends to defend against it vigorously, including opposing
any efforts to enjoin the proposed transaction.

A full-text copy of the regulatory filing on Form 8-K is available
at no charge at http://researcharchives.com/t/s?50ac

                 Merger Agreement with Lone Star

As earlier announced, on January 22, 2010, the Company entered
into a definitive agreement to be acquired by an affiliate of Lone
Star Funds, in a transaction valued at approximately $270 million,
including assumed debt.

Under the terms of the agreement, Lone Star will acquire all of
the outstanding common stock of Lodgian for $2.50 per share in an
all-cash transaction.  The price represents a premium of
approximately 67.2% over Lodgian's average closing share price
during the trading period of one calendar month prior to
January 15, 2010, and 64.3% over Lodgian's average closing share
price during the trading period of six calendar months prior to
January 15, 2010.

Lodgian's Board of Directors has unanimously approved the merger
agreement and has recommended approval of the transaction by
Lodgian shareholders.

A full-text copy of the merger agreement is available for free
at http://researcharchives.com/t/s?50ad

                         About Lone Star

Lone Star Funds -- http://www.lonestarfunds.com/-- is a global
investment firm that acquires debt and equity assets including
corporate, commercial real estate, single-family residential, and
consumer debt products, as well as banks and asset-rich operating
companies requiring rationalization.  Since the establishment of
its first fund in 1995, the principals of Lone Star have organized
private equity funds totaling approximately $24 billion of capital
that has been invested globally through Lone Star's worldwide
network of affiliate offices.  Lone Star is headquartered in
Dallas, Texas and has offices worldwide.

                       About Lodgian, Inc.

Lodgian, Inc. (NYSE Alternext US: LGN)  -- http://www.lodgian.com/
--
is one of the nation's largest independent hotel owners and
operators.  The Company currently owns and manages a portfolio of
34 hotels with 6,401 rooms located in 20 states.  Of the company's
34-hotel portfolio, 16 are InterContinental Hotels Group brands
(Crowne Plaza, Holiday Inn, and Holiday Inn Express), 12 are
Marriott brands (Marriott, Courtyard by Marriott, SpringHill
Suites by Marriott, Residence Inn by Marriott and Fairfield Inn by
Marriott), two are Hilton brands, and four are affiliated with
other nationally recognized franchisors including Starwood,
Wyndham and Carlson.

                       Going Concern Doubt

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

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

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

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

The Crowne Plaza in Worcester, Massachusetts (the "Worcester
Property"). In addition, the Company has previously disclosed that
on a trailing twelve month basis, cash flow from the Worcester
Property was not sufficient to service the debt on the property,
and as a result, the Company did not make required payments on the
Indebtedness and intends to convey the Worcester Property to the
Lender (as defined below) in full satisfaction of the
Indebtedness.

On November 19, 2009, the Worcester Property was transferred to a
receiver appointed pursuant to a court order approved by the
United States District Court for the District of Massachusetts.
Under the court order, the receiver, David Buddemeyer of Driftwood
Hospitality Management, LLC, took exclusive possession of the
Worcester Property and is holding, operating, managing and
maintaining the Worcester Property on behalf of Wells Fargo Bank,
N.A., as trustee for the registered holders of Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-through
Certificates, Series 2006-C25 (the "Lender").  The receivership
was approved pursuant to a petition filed by the Lender for the
appointment of a receiver after the Company did not cure its
previously disclosed default.

The indebtedness is non-recourse, except in certain limited
circumstances, which the Company believes are remote, and is not
cross-collateralized with any other mortgage debt.  The Company
classified the indebtedness as current in its condensed
consolidated balance sheet as of September 30, 2009.


MERCER INT'L: Bank of America Reports 7.6% Equity Stake
-------------------------------------------------------
Bank of America Corporation and Merrill Lynch, Pierce, Fenner &
Smith, Inc., disclosed that as of December 31, 2009, they held in
the aggregate 2,756,401 shares or roughly 7.6% of the common stock
of Mercer International Inc.

Vancouver-based Mercer International Inc. (Nasdaq: MERC, TSX:
MRI.U) -- http://www.mercerint.com/-- is a global pulp
manufacturing company.  At September 30, 2009, Mercer had
EUR1,085,649,000 in total assets against EUR1,005,232,000 in total
liabilities.

As of September 30, 2009, the Mercer consolidated group had
EUR1,085,649,000 in total assets against EUR1,005,232,000 in total
liabilities, resulting in EUR80,417,000 in shareholders' equity.
Mercer's unrestricted subsidiaries as of September 30, 2009, had
EUR603,065,000 in total assets against EUR721,858,000 in total
liabilities, resulting in EUR118,793,000 in shareholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on February 2, 2010,
Standard & Poor's Ratings Services revised its outlook on Mercer
International to positive from negative.  S&P affirmed its ratings
on the company, including the 'CCC+' corporate credit rating.

"The outlook revision reflects S&P's view that Mercer's liquidity
has improved as a result of the completion of its recent exchange
offer for about $15 million of its remaining $17 million
convertible subordinated notes due October 2010 for a like amount
of new notes due January 2012," said Standard & Poor's credit
analyst Andy Sookram.  S&P thinks that the recent debt exchange
will provide the company with greater financial flexibility
through extended debt maturities and increased liquidity in the
near term.

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


MERCER INT'L: Franklin Resources Reports 3.6% Equity Stake
----------------------------------------------------------
Franklin Resources, Inc., Charles B. Johnson, and Rupert H.
Johnson, Jr., disclosed that as of December 31, 2009, they held in
the aggregate 1,333,5101 shares or roughly 3.6% of the common
stock of Mercer International Inc.

Vancouver-based Mercer International Inc. (Nasdaq: MERC, TSX:
MRI.U) -- http://www.mercerint.com/-- is a global pulp
manufacturing company.  At September 30, 2009, Mercer had
EUR1,085,649,000 in total assets against EUR1,005,232,000 in total
liabilities.

As of September 30, 2009, the Mercer consolidated group had
EUR1,085,649,000 in total assets against EUR1,005,232,000 in total
liabilities, resulting in EUR80,417,000 in shareholders' equity.
Mercer's unrestricted subsidiaries as of September 30, 2009, had
EUR603,065,000 in total assets against EUR721,858,000 in total
liabilities, resulting in EUR118,793,000 in shareholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on February 2, 2010,
Standard & Poor's Ratings Services revised its outlook on Mercer
International to positive from negative.  S&P affirmed its ratings
on the company, including the 'CCC+' corporate credit rating.

"The outlook revision reflects S&P's view that Mercer's liquidity
has improved as a result of the completion of its recent exchange
offer for about $15 million of its remaining $17 million
convertible subordinated notes due October 2010 for a like amount
of new notes due January 2012," said Standard & Poor's credit
analyst Andy Sookram.  S&P thinks that the recent debt exchange
will provide the company with greater financial flexibility
through extended debt maturities and increased liquidity in the
near term.

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


MESA AIR: Committee Proposes Morrison as Counsel
------------------------------------------------
The Official Committee of Unsecured Creditors in Mesa Air Group
Inc.'s cases seeks the Court's authority to retain Morrison &
Foerster, LLP, as its counsel, nunc pro tunc to January 13, 2010.

Morrison will provide a range of services to the Creditors'
Committee, including:

  (a) to assist and advise the Committee in its consultation
      with the Debtors relative to the administration of these
      bankruptcy cases;

  (b) to assist and advise the Committee in its examination and
      analysis of the conduct of the Debtors' affairs;

  (c) to assist the Committee in the review, analysis and
      negotiation of any plan of reorganization and disclosure
      statement accompanying the plan;

  (d) to take all necessary action to protect and preserve the
      interests of the Committee and general unsecured
      creditors; and

  (e) to perform all other necessary legal services in these
      cases.

Morrison will be paid its customary hourly rates, which are
subject to periodic adjustments, and will be reimbursed for
actual, necessary expenses and other charges incurred.  The
firm's current standard rates, and the professionals expected to
have primary responsibility in providing the Services, are:

        Partners                       $600 - $950
        Counsel                        $395 - $875
        Associates                     $295 - $640
        Paraprofessionals              $165 - $270
        Brett H. Miller, partner              $800
        Lorenzo Marinuzzi, partner            $700
        Todd M. Goren, associate              $625
        Erica J. Richards, associate          $490
        Stephen Koshgerian, associate         $370
        Laura Guido, paraprofessional         $230
        Douglas Keeton, paraprofessional      $195

According to Brett H. Miller, Esq., a partner at Morrison, the
firm has represented, currently represents, and will likely in
the future represent, certain parties-in-interest or potential
parties-in-interest in these Chapter 11 cases in matters
unrelated to the Debtors, the bankruptcy cases, or the entities'
claims against the Debtors.  As part of its customary practice,
Morrison is retained in cases, proceedings, and transactions
involving many different parties throughout the United States and
worldwide, some of whom may represent or be employed by the
Debtors, claimants, and parties-in-interest in these Chapter 11
cases.

Mr. Miller discloses that Morrison has, in the past, represented
US Airways Inc., United Airlines Inc. and certain of its
affiliates, and affiliates of Delta Air Lines Inc. in matters
that are closed and none of which involved the Debtors.

Morrison will not represent the Creditors' Committee in an
adversary proceeding or other litigation against any of the
firm's client without obtaining appropriate waivers where
necessary or appropriate.  The firm also will not represent any
client in any matter involving the Debtors or their Chapter 11
cases while retained as the Creditors' Committee's counsel, Mr.
Miller assures the Court.

Morrison does not hold or represent any interest adverse to the
Debtors' estates and, except as disclosed, does not have any
connections to the Debtors' creditors, affiliates, other parties-
in-interest and potential parties-in-interest, the Assistant
United States Trustee for the Southern District of New York and
the attorneys employed by the U.S. Trustee, or any judge in the
United States Bankruptcy Court for the Southern District of New
York.  The firm is a disinterested person, as the term is defined
in Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b) of the Bankruptcy Code, Mr. Miller attests.

To the extent that Morrison is determined to have a conflict with
respect to a particular client or matter, the Creditors Committee
will utilize separate conflicts counsel.  The firm will make all
reasonable efforts not to duplicate the services rendered by
these professionals.

                     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: Gets Final Nod to Honor Industry Related Agreements
-------------------------------------------------------------
Mesa Air Group Inc., and its units sought and obtained final
approval to (i) honor and satisfy accrued and unpaid prepetition
and postpetition obligations under the Interline Agreements,
Clearinghouse Agreements, ARC Agreement, Alliance Agreements,
Codeshare Agreements, and ATPCO Agreement in the ordinary course
of business; and (ii) direct the applicable clearinghouse --
Airlines Clearing House, Inc. -- and any other applicable bank or
financial institution to process payments and transfers and to
honor all funds transfer requests made by the Debtors relating to
the Industry Agreements.

The airline business, according to Maria A. Bove, Esq., at
Pachulski Stang Ziehl & Jones LLP, in New York, is an
interdependent industry based on a vast worldwide network of
agreements that govern essentially all aspects of airline
operations.  Without agreements that provide for the sharing and
exchange of services, it would be virtually impossible for the
Debtors and any airline to provide efficient and cost-effective
service, she tells the Court.

Most importantly, certain of the Industry Agreements allow the
Debtors to fulfill their obligations to their codeshare partners,
United Airlines, Inc., Delta Air Lines, Inc., and US Airways,
Inc., which codeshare arrangements generate most of the Debtors'
revenues.  Certain of the other Industry Agreements provide for
the exchange of services, rights to issues tickets, and the
settlement of accounts among participating airlines and travel
agents.  Certain other Industry Agreements permit travel agents to
make and confirm reservations, price and issue tickets
automatically and also provide for publication of the Debtors'
fares.  The Industry Agreements, Ms. Bove says, facilitate basic
levels of cooperation among the Debtors and other airlines with
regard to vital activities, like making reservations and
transferring passengers, freight, baggage, mail, and advertising
of fares.

Ms. Bove points out that as recognized in other Chapter 11 airline
cases, agreements substantially similar to the Industry Agreements
are an essential component to the Debtors' businesses.  Certain
services under these agreements are the equivalent of industry
wide utility services for which no readily available alternative
exists.  Should the Debtors fail to honor or pay valid, accrued,
and unpaid prepetition obligations owed to the parties pursuant to
the Industry Agreements, these parties may refuse or delay their
performance under the Industry Agreements or otherwise put at risk
the parties' critical relationships, which would result in
immediate and irreparable harm to the Debtors' estates and all
stakeholders in these Chapter 11 cases, she says.  Thus, subject
to certain conditions, the Debtors seek to take immediate, active
steps to preserve these essential relationships.

                     Industry Agreements

A. Interline Agreements

In relation to the Debtors' go! Mokulele operations, the Debtors
are party to agreements with other carriers that are commonly
known as interline agreements.  The Debtors are parties to
Interline Agreements with each of Alaska Airlines, American
Airlines, Delta Airlines, Delta Air Lines/Northwest Airlines, and
Hawaii Island Air, Inc.

As of the Petition Date, the Debtors estimate that the accrued and
unpaid prepetition obligations under the Interline Agreements is
approximately $225,000.  This estimate, according to Ms. Bove, is
a gross figure, and not net of certain amounts that may be owed to
Mesa under certain Interline Agreements, and thus, the actual cash
outlay by the Debtors will likely be materially less than
$225,000.  The Debtors will pay accrued and unpaid prepetition
obligations under the Interline Agreements and continue honoring
the Interline Agreements in the ordinary course of business.

B. Clearinghouse Agreements

The Debtors generally settle their accounts under certain Industry
Agreements through a clearinghouse, either the Airlines Clearing
House, Inc., or the International Air Transport Association
Clearinghouse.  The Debtors are associate members of the ACH, and
are parties to two clearinghouse agreements with ACH.  One of the
Debtors' Clearinghouse Agreements with ACH allows the Debtors to
participate in IATA billing and settlement plan regions, which
facilitate international sales transactions similar to those
domestic sales transactions facilitated by the other Clearinghouse
Agreement with ACH.

As of the Petition Date, the Debtors estimate that the accrued and
unpaid prepetition obligations owed related to the Clearinghouse
Agreements, including amounts that may be owed by the Debtors with
respect to ACH Settled Accounts, is approximately $325,000 on a
gross basis, which is comprised of approximately $225,000 owed by
the Debtors under the Interline Agreements and approximately
$100,000 that may be owed to global distribution systems.

C. ARC Agreement

The Debtors are also party to a multi-lateral agreement with the
Airlines Reporting Corporation in relation to their go! Mokulele
operations as to account settlements not handled by ACH.  ARC
serves as a clearinghouse and enables the refund claims of, and
commissions owed to, travel agencies to be offset against the
funds owed to airlines from travel agencies.  The majority of
travel agents located in the United States are members of ARC.  As
of the Petition Date, there are no outstanding claims under the
ARC Agreement.  Nonetheless, out of caution, the Debtors seek
authority, but not direction, to pay accrued and unpaid
prepetition obligations, if any, under the ARC Agreement,
including any amounts that may be owed to ARC for its services,
which the Debtors estimate may be approximately $24,000, and
amounts that may be owed with respect to accounts handled by ARC,
and to continue honoring this agreement in the ordinary course of
business.

D. Codeshare Agreements

Approximately 96% of the Debtors' consolidated passenger revenues
are derived from their codeshare agreements.  Under the Codeshare
Agreements, the Debtors provide air transportation services to the
Principal Carriers' customers on various flight routes, using the
Principal Carriers' flight designator codes and the Principal
Carriers' livery and service marks.  In exchange for providing
flights and other services pursuant to the Codeshare Agreements,
the Debtors receive compensation from the Principal Carriers and
are also reimbursed for certain expenses by the Principal
Carriers.  In some cases, the Principal Carriers also provide
certain customer service, ground handling service and other
functions to the Debtors in connection with the foregoing.

The Debtors believe that their accrued and unpaid prepetition
obligations under the Codeshare Agreements, if any, are de
minimis, and as noted, typically no cash outlay by the Debtors is
required as generally, amounts owed are netted against the
substantially larger amounts due to them.

E. Alliance Agreements

The Debtors and certain airlines are party to agreements that
provide for cooperative marketing efforts.  The Alliance
Agreements provide several benefits to the Debtors' partners and
their customers, including reciprocal codeshare arrangements, the
ability for the Debtors' customers to accrue and redeem frequent
flyer miles on flights of the participating airlines, and the
ability to have reciprocal airport lounge access.  In particular,
the Debtors participate in the Star Alliance and SkyTeam Alliance
in connection with the Debtors' Codeshare Agreements with United,
US Airways, and Delta.

The Debtors do not believe that, as of the Petition Date, any
accrued prepetition obligations are owed by them under the
Alliance Agreements.  Generally, the Debtors have no financial
obligations under those agreements; the Debtors' partners do.
Nonetheless, out of an abundance of caution, the Debtors seek
authority, but not direction, to pay accrued and unpaid
prepetition obligations, if any, under the Alliance Agreements and
to continue honoring the Alliance Agreements in the ordinary
course of business.

The Debtors' counterparties to the Alliance Agreements are:

  * Air Wisconsin Airlines Corp.
  * Aer Lingus
  * Air Canada
  * Air China
  * Asiana Airlines
  * Austrian Airlines
  * British Midland Airways Ltd.
  * Deutsche Lufthansa Aktiengesellschaft
  * Jet Airways
  * Nippon Airways & affiliates
  * Qatar Airways
  * SAS Scandinavian Airways
  * Societe Air France
  * South African Airways
  * TACA Airlines
  * TAP Portugal

F. GDS Agreement

The Debtors are party to separate participation carrier agreements
with various global distribution systems.  The GDS comprises a
network of computer systems and databases that store, process, and
distribute information about available passenger air
transportation.  The GDS enables travel agents to accept and
record bookings of those services from remote locations.  In
addition to storing information, the GDS also allows travel agents
to make and confirm reservations, price and issue tickets
automatically, and process the travel agencies' internal
accounting.  The Debtors use Sabre Inc. as their main GDS,
although the Debtors distribute their fares for corporate,
government, and travel agent accounts through other GDSs: Galileo
and Amadeus.

As of the Petition Date, the Debtors estimate that the accrued and
unpaid prepetition obligations under the GDS Agreements is
approximately $100,000.  Mesa seeks authority, but not direction,
to pay accrued and unpaid prepetition obligations under the GDS
Agreements and to continue honoring the GDS Agreements in the
ordinary course of business.

G. ATPCO Agreement

Airline Tariff Publishing Company facilitates the publication of
airline tariff filings that are communicated by ATPCO to ticket
vendors pursuant to an agreement with the Debtors.  The Debtors
believe that, as of the Petition Date, they may owe a de minimis
amount under the ATPCO Agreement, approximately $1,500 or less.
The Debtors seek authority, but not direction, to pay accrued and
unpaid prepetition obligations under the ATPCO Agreement and to
continue honoring the ATPCO Agreement in the ordinary course of
business.

                     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: Gets Final Nod to Pay Critical Vendors
------------------------------------------------
Mesa Air Group Inc. obtained final approval from Judge Martin
Glenn of the U.S. Bankruptcy Court for the Southern District of
New York to pay all of their outstanding obligations to critical
vendors.

As of the Petition Date, the Debtors estimate that the total
accrued, unpaid, prepetition, trade claims aggregate
approximately $60,000,000.

The Debtors operate in a highly specialized, highly regulated and
highly competitive industry.  The uniqueness of the airline
industry leaves airlines with few options when selecting vendors.
Certain suppliers and service providers at various venues are
simply the only option available to the Debtors.  Even in those
circumstances where more than one critical vendor can be located
to provide a service, Federal Aviation Administration regulations
inhibit an airline's ability to switch expeditiously from one
supplier of goods or services to another.

As of the Petition Date, the Debtors estimate that the accrued,
unpaid, prepetition critical vendor claims aggregate
approximately $4,778,000, or approximately 8.0% of the total
aggregate trade debt:

Among other things, the Debtors are authorized, but not directed,
in the reasonable exercise of their business judgment, to pay
some or all of the prepetition claims of the lienor critical
vendors, provided that payments do not exceed $3,880,000.

The Debtors are authorized, but not directed, in the reasonable
exercise of their business judgment, to pay some or all of the
prepetition claims of the non-lienor critical vendors up to the
Non-Lienor Critical Vender Claims Cap, who agree to continue to
supply goods or services to the Debtors on customary trade terms
for a period after the date of the agreement and on other terms
and conditions as are acceptable to and requested by the Debtors
in their discretion.

Each of the banks and financial institutions, at which the
Debtors maintain their accounts relating to the payment of the
claims that the Debtors request authority to pay in the Motion,
are authorized to receive, process, honor, and pay all checks
presented for payment and to honor all fund transfer requests
made by the Debtors, to the extent that sufficient funds are on
deposit in those accounts.

                     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)


MHG CASA: Casa Madrano Hotel On Auction Block
---------------------------------------------
Sarah Duxbury at San Francisco Business Times says Casa Madrona
Hotel of MHG Casa Madrona Hotel is being foreclosed.  A public
auction will be held at San Rafael City.  The estimated opening
bid is $11.4 million.

Miami, Florida-based MHG Casa Madrona Hotel, LLC, operates a
lodging business.  The Company filed for Chapter 11 on Aug. 10,
2009 (Bankr. N.D. Calif. Case No. 09-12536).  Tracy Green, Esq.,
at Wendel, Rosen, Black and Dean, represents the Debtor in its
restructuring efforts.  In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.


MOVIE GALLERY: Chapter 22 Case Summary & Creditors List
-------------------------------------------------------
Debtor: Movie Gallery, Inc.
       9275 SW Peyton Lane
       Wilsonville, OR 97070

Bankruptcy Case No.: 10-30696

Debtor-affiliates filing subject to Chapter 11 petitions:

Entity                                              Case No.
------                                              --------
Hollywood Entertainment Corporation                 10-30695
Movie Gallery US, LLC                               10-30697
MG Real Estate, LLC                                 10-30698
HEC Real Estate, LLC                                10-30700

Chapter 11 Petition Date: February 2, 2010

About the Company: 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.

Bankruptcy Court: U.S. Bankruptcy Court for the
                 Eastern District of Virginia
                 Richmond Division

Bankruptcy Judge: The Honorable Judge Douglas O. Tice Jr.

Debtors' Counsel: John A. Bicks, Esq.
                 Sonnenschein Nath & Rosenthal LLP
                 1221 Avenue of the Americas
                 New York, NY 10020-1089
                 Tel: (212)768-6700

                 Monika J. Machen
                 Sonnenschein Nath & Rosenthal LLP
                 233 South Wacker Drive, Suite 7800
                 Chicago, IL 60606-6404
                 Tel: (312)876-8000

Debtors'
Local Counsel:    Michael A. Condyles
                 Peter J. Barret
                 Kutak Rock LLP
                 Bank of America Center
                 1111 East Main Street, Suite 800
                 Richmond, VA 23219-3500
                 Tel: (804)644-1700

Debtors'
Financial
Advisor:         Moelis & Company LLC
                399 Park Avenue, 5th Floor
                New York, NY 10022
                Tel: (212)883-3800

Debtors'
Restructuring
Advisor:         Corliss, Moore & Associates, LLC
                3455 Peachtree Road
                Atlanta, Georgia
                Tel: (404)995-7026

Claims Agent:    Kurtzman Carson Consultants
                c/o Movie gallery (2010) Claims Processing
                2335 Alaska Avenue
                El Segundo, CA 90245
                Tel: (310)823-9000

Real Estate
Consultants:     DJM Realty

Asset and
Sales
Consultants:     Gordon Brothers Group


U.S. Trustee:    W. Clarkson McDow, Jr.
                Office of the United States Trustee
                701 E. Broad Street, Suite 4304
                Richmond, VA 23219
                Tel: (804)771-2310

The petition was signed by Pamela R. Schneider, Movie Gallery
Inc.'s executive vice president, secretary and general counsel.

List of Debtors' 30 Largest Unsecured Creditors:

Entity                      Nature of Claim     Claim Amount
------                      ---------------     ------------
Warner Home Video           Trade Debt            $9,538,340
3400 Riverside Drive
Building 160
Burbank, CA 97515
Tel: (818)977-8219
Fax: (818)977-5740

Sony Pictures Home          Trade Debt            $9,339,565
Entertainment (formerly)
Columbia Tristar
10202 West Washington Blvd.
Suite 2400, Culver City
CA 90232
Tel: (310) 244-8485
Fax: (310) 244-2626

Twentieth Century Fox       Trade Debt            $8,176,597
Home Entertainment
2121 Avenue of the Stars
#2500
Los Angeles, CA 90067-5049
Tel: (310)369-3900
Fax: (310)369-5262

Universal Studios           Trade Debt            $7,668,661
Home Entertainment
10 Universal City Plaza
4th Floor, Universal City
CA 91608
Tel: (818)777-5159
Fax: (818)866-3330

Paramount Home Video        Trade Debt            $6,866,689
5555 Melrose Avenue
Hollywood, CA 90038
Tel: (323)956-5489
Fax: (323)862-1183

VPD, Inc.                   Trade Debt             $2,860,906
150 Park Shore Dr
Folshom, CA 95630
Tel: (916)605-1540
Fax: (916)605-1679

Valassis Direct Mail Inc.   Trade Debt             $2,259,128
19975 Victor Parkway
Livona, MI 41852
Tel: (800)437-0479

Electronic Arts             Trade Debt             $1,840,867
(San Mateo CA)
209 Redwood Shores
Redwood City, CA
94065-1175
Tel: (650) 628-1500
Fax: (650) 628-1422

Microsoft Corporation
One Microsoft Way           Trade Debt             $1,749,250
Redmond, WA 98052
Tel: (800)642-7676

Ostler Group                Trade Debt             $1,087,397
740 S. Creek Road, #1024
Sandy, UT 84093
Tel: (801)566-6085

Banta Direct                 Trade Debt              $674,538
Marketing Group
7401 Kilmer Lane
Maple Grove, MN 55369-5699
Tel: (763)315-8100
Fax: (763)315-8177

Starz Home Entertainment     Trade Debt              $645,265
Inc.
8900 Liberty Circle
Englewood, CO 80112
Tel: (720)852-7700
Fax: (720)852-8555

Sony Computer Entertainment  Trade Debt              $595,241
of America
919 E. Hillsdale Blvd.
2nd Floor Foster City
CA 94404

Federal Express              Trade Debt              $548,461
PO Box 7221
Pasadena, CA 91109-7321

Inner Workings Inc.          Trade Debt              $542,692
600 West Chicago Ave.,
Suite 850
Chicago, IL 60654
Tel: (312)642-3700
Fax: (312)642-3704

Facilitysource Inc.          Trade Debt              $504,190
PO Box 2535
Secaucus, NJ 07096
Tel: (800)896-9000

Active International         Trade Debt              $470,174
One blue Hill Plaza
Pearl River, NY 10965-8705
Tel: (845)732-8516

Activision Inc.              Trade Debt              $425,767
3100 Ocean Park Blvd.
Santa Monica, CA 90405

Hamilton-Ryker Company, The  Trade Debt              $390,183
P.O Box 638
Hampton, VA 213669-0638

Fred Meyer Stores Inc.       Trade Debt              $359,653
3800 SE 22nd Avenue
Tel: (503)232-8844
Fax: (503)797-5609

Mandalay Bay Resort Casino   Trade Debt              $358,603

Image Entertainment Inc.     Trade Debt              $351,010
20525 Nordhoff St.
Suite 200
Chatsworth, CA 91311
Tel: (818)407-9100

Inland Commercial            Landlord                $344,937
Property Management
22901 Butterfield RD
Oak Brook, IL 60523
Tel: (630)218-5262
Fax: (630)218-4900

THQ Incorporated             Trade Debt              $336,201
29903 Agoura Road
Calabasas Hills, CA, 91301

Realty Income Corporation    Landlord                $293,977
Escondido, CA 92025
Tel: (760)741-2111
Fax: (760)741-2235

Yahoo, Inc.                  Trade Debt              $264,464
3333 Empire Avenue
Burbank CA 91504
Tel: (818)524-3000
Fax: (818)524-3001

Moore Wallace dba            Trade Debt              $232,615
R R Donnelley
111 South Wacker Drive
Chicago, IL 60606
Tel: (312)326-8000

Millenium Media              Trade Debt             $228,830
Services Inc.
2000 Avenue of the Stars
Suite 410
Century City, CA, 90067
Tel: (424)202-5013

PK Sale LLC                  Trade Debt             $174,313
PO Box 100550
Pasadena, CA 91189-0550

WYF Properties, LLC          Landlord               $174,188
5100 Poplar Ave.
Suite 1000
Memphis, TN 38137
Tel: (503)644-9400
Fax: (503)520-9400

These parties are the equity security holders of Movie Gallery
Inc.:

     DQ Ltd.                                       16.21%
     Enter Aspen Limited (c/o Aspen Advisors)       8.73%
     Enter Aspen Limited (c/o Sopris Advisors)     11.45%
     Lenado Partners Series A
       of Lenado Capital Partners L.P.              26.21%
     Rovida Holdings Limited                        8.11%
     RR Investment Company LTD                      8.11%
     Lenado DP Series A of Lenado DP L.P.           1.38%
     The Richmond Fund LP                           0.49%

Hollywood Entertainment Corporation is 100% owned by Movie
Gallery Inc.

Movie Gallery US, LLC is 100% owned by Movie Gallery, Inc.

HEC Real Estate, LLC is 100% owned by Hollywood Entertainment
Corporation

MG Real Estate, LLC is 100% owned by Movie Gallery US, LLC


MPI AZALEA: Section 341(a) Meeting Scheduled for February 19
------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in MPI Azalea, LLC and its debtor-affiliates' Chapter 11 cases on
February 19, 2010, at 1:00 p.m.  The meeting will be held at Third
Floor - Room 363, Richard B. Russell Bldg., 75 Spring Street, SW,
Atlanta, Georgia.

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 MPI Azalea, LLC, aka Highland Brooke
Apartments and its affiliates filed for Chapter 11 on January 8,
2010 (Bankr. N.D. Ga. Lead Case No. 09-60803).  Jimmy C. Luke,
Esq., at Foltz Martin, LLC assists the Debtor in its restructuring
effort.  In its petition, the Debtor listed assets and liabilities
both ranging from $10,000,001 to $50,000,000.


NATURAL PRODUCTS: Court Okays AlixPartners as Claims Agent
----------------------------------------------------------
Natural Products Group, LLC, et al., sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ AlixPartners, LLP, as noticing, claims and
balloting agent, nunc pro tunc to the Petition Date.

AlixPartners will, among other things:

     a. assist the Debtors with preparing and filing of the
        bankruptcy schedules and statements of financial affairs;

     b. process and mail notices including the initial bankruptcy
        notices and bar date notice;

     c. receive and process proofs of claim and maintain the
        claims register; and

     d. track claims transfers and update ownership of claims in
        the claims register accordingly.

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

        Managing Directors              $685
        Directors                       $595
        Vice Presidents                 $425
        Associates                      $335
        Analysts                        $235
        Paraprofessionals               $120

Michelle C. Campbell, managing director of AlixPartners, assures
the Court that the firm is "disinterested" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Wilmington, Delaware-based Natural Products Group, LLC, filed for
Chapter 11 bankruptcy protection on January 27, 2010 (Bankr. D.
Delaware Case No. 10-10239).  Eric Michael Sutty, Esq.; Jeffrey M.
Schlerf, Esq.; and John H. Strock, III, Esq., at Fox Rothschild
LLP, assist the Company in its restructuring effort.  The Company
listed $100,000,001 to $500,000,000 in assets and $500,000,001 to
$1,000,000,000 in liabilities.

The Company's affiliates -- Arbonne Intermerdiate Holdco, Inc.;
Levlad Intermediate Holdco, Inc.; Arbonne International, LLC;
Levlad, LLC; Arbonne Institute of Research and Development, LLC;
Arbonne International Holdings, Inc.; and Arbonne International
Distribution, Inc. -- filed separate Chapter 11 bankruptcy
petitions.


NATURAL PRODUCTS: Gets Interim Okay on Obtaining DIP Financing
--------------------------------------------------------------
Natural Products Group, LLC, et al., sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to obtain, on an interim basis, postpetition secured
financing from a syndicate of lenders led by Canadian Imperial
Bank of Commerce as administrative agent, and to use cash
collateral.

The DIP lenders have committed to provide up to $10 million on an
interim basis, including a $250,000 letter of credit facility,
with an additional $10 million available on a final basis

The attorneys for the Debtors -- Jeffrey M. Schlerf, Esq., at Fox
Rothschild LLP, and Thomas E. Lauria, Esq., at White & Case LLP --
explained that the Debtors need the money to fund their Cchapter
11 case, pay suppliers and other parties.

The DIP facility will mature on May 31, 2010.  Each Eurodollar
loan will bear interest for each day during each interest period
with respect thereto at a rate per annum equal to the Eurodollar
rate determined for the day plus $10.00%. Each ABR Loan will bear
interest at a rate per annum equal to the ABR plus 9.00%

The Debtors' obligations under the DIP facility are secured by all
property of guarantors Arbonne HoldCo and Levlad HOldCo, the
borrowers and their subsidiaries, upon which a lien is purported
to be created by any security document or any financing order.

The DIP lenders are granted: (i) first lien on unencumbered
property; (ii) liens junior to certain existing liens; (iii) liens
priming prepetition secured lenders' liens; and (iv) liens senior
to certain other liens.

The DIP lien is subject to a carve out for U.S. Trustee and Clerk
of Court fees; fees payable to professional employed in the
Debtors' case; and fees of the committee in pursuing actions
challenging the DIP Lenders' lien.

A copy of the DIP financing agreement is available for free at:

http://bankrupt.com/misc/NATURAL_PRODUCTS_dipfinancingpact.pdf
http://bankrupt.com/misc/NATURAL_PRODUCTS_dipfinancingpact2.pdf

Messrs. Schlerf and Lauria said that the Debtors will also use the
cash collateral to provide additional liquidity.  In exchange for
using the cash collateral, the Debtors proposed to:

     a. grant the prepetition lenders allowed superpriority
        administrative claims;

     b. grant the prepetition lenders valid, perfected replacement
        security interest in and lien on all of the collateral;

     c. pay the prepetition lenders in cash (i) reasonable
        professional fees and expenses incurred by the Prepetition
        Administrative Agent under the Prepetition Credit
        Agreement arising prior to the Petition Date; and (ii) on
        a current basis, the reasonable professional fees and
        expenses incurred by the Prepetition Administrative Agent
        under the Prepetition Credit Agreement arising subsequent
        to the Petition Date;

     d. pay indefeasibly in cash to the Prepetition
        Administrative Agent, for the benefit of the Prepetition
        Secured Parties, in permanent reduction of the outstanding
        principal balance of the Prepetition Indebtedness in
        accordance with the application of payments provisions of
        the Prepetition Loan Documents, all proceeds from a sale,
        lease or other disposition of the collateral; and

     e. provide the Prepetition Administrative Agent any written
        financial information, periodic reporting or other
        information that is provided to, or required to be
        provided to, the DIP Agent or the DIP Lenders, and other
        reports, information and materials as reasonable requested
        by the Prepetition Administrative Agent.

The Court has set a final hearing for February 22, 2010, at
12:30 p.m. on the Debtors' request to obtained DIP financing and
use cash collateral.

The Agent is represented by Kaye Scholer LLP and Potter Anderson &
Corroon LLP.

                      About Natural Products

Wilmington, Delaware-based Natural Products Group, LLC, filed for
Chapter 11 bankruptcy protection on January 27, 2010 (Bankr. D.
Delaware Case No. 10-10239).  Eric Michael Sutty, Esq.; Jeffrey M.
Schlerf, Esq.; and John H. Strock, III, Esq., at Fox Rothschild
LLP, assist the Company in its restructuring effort.  The Company
listed $100,000,001 to $500,000,000 in assets and $500,000,001 to
$1,000,000,000 in liabilities.

The Company's affiliates -- Arbonne Intermerdiate Holdco, Inc.;
Levlad Intermediate Holdco, Inc.; Arbonne International, LLC;
Levlad, LLC; Arbonne Institute of Research and Development, LLC;
Arbonne International Holdings, Inc.; and Arbonne International
Distribution, Inc. -- filed separate Chapter 11 bankruptcy
petitions.


NEENAH ENTERPRISES: Seeks OK of $50MM BNY & $90MM BofA DIP Loans
----------------------------------------------------------------
Neenah Enterprises, Inc., and Neenah Foundry Company, an indirect
wholly owned subsidiary of NEI , and all of NEI's other direct and
indirect subsidiaries ask Judge Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware for authority to
obtain postpetition secured financing to fund their chapter 11
cases.

               $50,000,000 Term Loan with BNY Mellon

On February 3, 2010, the Company obtained a commitment, subject to
satisfaction of certain conditions, from certain holders of the
9.5% Senior Secured Notes due 2017 issued pursuant to an Indenture
dated as of December 29, 2006, by and among Neenah, as issuer, the
guarantors party thereto and The Bank of New York Mellon Trust
Company, N.A., as Indenture Trustee, as supplemented, to provide
the Debtors with post-petition financing pursuant to a $50 million
super-priority secured debtor-in-possession multiple draw term
loan agreement, among Neenah, as borrower, NEI and NFC Castings,
Inc., as guarantors, the subsidiaries of Neenah, as guarantors,
the lenders party thereto, from time to time, and Wilmington Trust
FSB, as administrative agent.

The Term Loan DIP Credit Agreement provides for a term loan in the
aggregate principal amount of $50 million.  The Company will be
permitted to make an initial draw of $25 million on the closing
date of the DIP Term Loan and up to three additional draws, each
in a principal amount not less than $5 million, provided that the
additional draws may not exceed $25 million in principal amount.

The principal outstanding on the DIP Term Loan will bear interest
at an annual rate equal to LIBOR (subject to a minimum LIBOR floor
of 2.5%) plus 10%.  The principal outstanding on the DIP Term Loan
is also subject to additional interest at an annual rate equal to
2.0% during the continuance of an event of default under the Term
Loan DIP Credit Agreement.  The Term Loan DIP Credit Agreement
will also contain certain customary covenants, various
representations and warranties, and events of default.  All
principal, interest and other amounts payable under the Term Loan
DIP Credit Agreement will be secured by a lien on all of the
Debtor's assets.

                  $90,000,000 Revolver with BofA

On February 3, 2010, the Company also obtained a commitment,
subject to satisfaction of certain conditions, from the lenders
under the Amended and Restated Loan and Security Agreement, dated
as of December 29, 2006, as amended, to provide the Debtors with
postpetition financing pursuant to a $90 million super-priority
secured debtor-in-possession revolving loan and letter of credit
facility pursuant to a Postpetition Agreement, by and among Neenah
and certain subsidiaries of Neenah, as borrowers, the lenders from
time to time party thereto and Bank of America, N.A., individually
as a lender and as agent.

The Revolving Loan DIP Credit Agreement provides for a revolving
loan and letter of credit facility in the aggregate principal
amount of $90 million when combined with the principal amount of
revolving loans and undrawn letters of credit outstanding under
the 2006 Credit Facility, subject to customary conditions, the
imposition of reserves and limited by the Company's borrowing
base, as provided in the 2006 Credit Facility.

The principal outstanding on the DIP Revolving Loan will bear
interest at an annual rate equal to, at Neenah's option, LIBOR
(subject to a minimum LIBOR floor of 1.5%) plus 6.5% or at the
Base Rate, as defined in the 2006 Credit Facility, plus 5.0%.  The
principal outstanding on the DIP Revolving Loan is also subject to
additional interest at an annual rate equal to 2.0% during the
continuance of an event of default under the Revolving Loan DIP
Credit Agreement.

The Revolving Loan DIP Credit Agreement will also contain certain
customary covenants, various representations and warranties, and
events of default.  All principal, interest and other amounts
payable under the DIP Revolving Loan will be secured by a lien on
all of the Debtors' assets.

                         9-Month Maturity

The DIP Facilities will mature on the earlier to occur of (i) the
nine month anniversary of the closing date of the DIP Facilities,
(ii) the effective date of any plan of reorganization, (iii) the
consummation of any sale of all or substantially all of the assets
of the Debtors pursuant to Section 363 of the Bankruptcy Code and
(iv) the occurrence of certain termination events.  The DIP
Facilities will be used to fund working capital and general
corporate needs, the payment of fees and transaction costs and
expenses in connection with the provisions of the DIP Facilities
and the payment of other post-petition obligations.

Meanwhile, NEI said the Chapter 11 petitions constitute or may
constitute an event of default or otherwise triggers or may
trigger repayment obligations under the express terms of certain
instruments and agreements relating to direct financial
obligations of the Debtors.  As a result of such an event of
default or triggering event, all obligations under the Debt
Documents would, by the terms of the Debt Documents, have or may
become due and payable.

The Debtors believe that any efforts to enforce such payment
obligations against the Debtors under the Debt Documents are
stayed as a result of the filing of the Chapter 11 Petitions in
the Bankruptcy Court.  The material Debt Documents, and the
approximate principal amount of debt currently outstanding
thereunder, are:

     -- the 2006 Credit Facility providing for borrowings up to
        $110 million due December 31, 2011, which has an aggregate
        outstanding principal balance of approximately
        $53.3 million;

     -- the 9-1/2% Notes due 2017, issued under the Indenture
        dated as of December 29, 2006, by and among Neenah, as
        issuer, the guarantors party thereto and The Bank of New
        York Mellon Trust Company, N.A., as Indenture Trustee, as
        supplemented, in the aggregate amount outstanding,
        including accrued interest through January 31, 2010, of
        approximately $237.5 million;

     -- the 12-1/2% Notes due 2013, in the aggregate amount
        outstanding, including accrued interest through
        January 31, 2010, of approximately $88.7 million; and

     -- capital lease obligations, in the aggregate amount
        outstanding of approximately $1.5 million.

            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.

Neenah Enterprises and Neenah Foundry, an indirect wholly owned
subsidiary of NEI, and all of NEI's other direct and indirect
subsidiaries filed voluntary petitions for relief under Chapter 11
of the Bankruptcy Code on February 3, 2010 (Bankr. D. Del. Lead
Case No. 10-10360).  The Chapter 11 cases have been assigned to
Judge Mary F. Walrath.  The Company's restructuring advisors are
Sidley Austin LLP, Rothschild, Inc. and Huron Consulting Group.

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.


NEXTMEDIA GROUP: Gets Final OK to Obtain $20MM DIP Financing
------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware, in a final order, authorized NextMedia
Group, Inc., et al., to:

   -- obtain up to $20 million of postpetition financing from
      funds and affiliates of funds managed by Angelo, Gordon &
      Co. L.P.;

   -- use cash collateral of first and second lien lenders; and

   -- grant adequate protection to prepetition lenders.

As reported in the Troubled Company Reporter on January 7, 2010,
the Debtors' first lien secured debt was acquired through the
November 2005 Credit and Guaranty Agreement with Wilmington Trust
FSB as successor administrative agent and collateral agent and
other parties.  As of the petition date, the Debtors owed the
first lien lenders $162.3 million, plus an additional $2.9 million
in certain interest rate swap obligations.

The second lien lead investors are certain funds and their
affiliates managed by Strategic Value Partners LLC or its
affiliates and certain funds and their affiliates managed by
Angelo, Gordon & Co., L.P., or its affiliates (the Lead DIP
Lenders) and other financial institutions or entities acceptable
to the second lien investors.  The Debtors' second lien secured
debt was acquired through a November 2005 Second Lien Credit and
Guaranty Agreement with NexBank, SSB, as administrative agent.  As
of the petition date, the Debtors owed the second lien lenders
$89.6 million under the second lien credit agreement.

The Debtors were unable to obtain financing on more favorable
terms from sources other than the DIP lenders.

The Debtors would use the money to fund their business operations.

The DIP facility will mature six months from the petition date.
The DIP facility will incur interest at LIBOR plus 11% or, at the
Debtors' option, ABR plus 10%, payable monthly in arrears.  In the
event of default, interest will be payable on all outstanding
obligations on demand at 2.0% above the then applicable rate.

The Debtors will grant the lenders (i) superpriority claims and
replacement liens, which in the case of the First Lien Lenders
will be senior to all other pre-petition and post-petition liens;
(ii) payment of reasonable fees and expenses of the administrative
agents to the prepetition second lien credit agreement, including
payment of the reasonable fees and expenses of Broadpoint Capital,
Inc.; Dechert LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP
(solely as FCC counsel) in their capacities as professional
advisors to the second lien administrative agent, as well as the
reasonable fees and expenses of one local counsel to the second
lien administrative agent, to the extent applicable; and (iii)
financial reporting in accordance with the terms of the Second
Lien Credit Agreement.

About 3% of the DIP Facility will be paid as commitment fee on the
DIP Closing Date ratably to each DIP Lender based upon its
commitment under the DIP Facility.

                          NextMedia Group

Greenwood Village, Colorado-based NextMedia Group, Inc., provides
out-of-home media services through radio broadcasting and outdoor
advertising.  The Debtors operate an aggregate of 36 AM and FM
radio stations in a total of seven rated and unrated small, mid-
size and suburban markets, including the Greenville-New Bern-
Jacksonville, North Carolina area; the Saginaw-Bay City-Midland,
Michigan area; Canton, Ohio; Myrtle Beach, South Carolina; San
Jose, California; suburban Chicago; and suburban Dallas.

NextMedia Group filed for Chapter 11 bankruptcy protection on
December 21, 2009 (Bankr. D. Delaware Case No. 09-14463).  The
Debtor's affiliates, NextMedia Investors LLC, et al., also filed
Chapter 11 bankruptcy petitions.  Paul N. Heath, Esq.; Michael J.
Merchant, Esq.; and Chun I. Jang, Esq., at Richards Layton &
Finger, assist the Debtors in their restructuring efforts.
NextMedia Group listed $50,000,001 to $100,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.


NEXTMEDIA GROUP: Has Until Feb. 19 to File Schedules & Statement
----------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware extended until February 19, 2010, NextMedia
Group, Inc., et al.'s time to file their schedules of assets and
liabilities and statement of financial affairs.

Greenwood Village, Colorado-based NextMedia Group, Inc., provides
out-of-home media services through radio broadcasting and outdoor
advertising.  The Debtors operate an aggregate of 36 AM and FM
radio stations in a total of seven rated and unrated small, mid-
size and suburban markets, including the Greenville-New Bern-
Jacksonville, North Carolina area; the Saginaw-Bay City-Midland,
Michigan area; Canton, Ohio; Myrtle Beach, South Carolina; San
Jose, California; suburban Chicago; and suburban Dallas.

NextMedia Group filed for Chapter 11 bankruptcy protection on
December 21, 2009 (Bankr. D. Delaware Case No. 09-14463).  The
Debtor's affiliates, NextMedia Investors LLC, et al., also filed
Chapter 11 bankruptcy petitions.  Paul N. Heath, Esq.; Michael J.
Merchant, Esq.; and Chun I. Jang, Esq., at Richards Layton &
Finger, assist the Debtors in their restructuring efforts.
NextMedia Group listed $50,000,001 to $100,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.


NTK HOLDINGS: Files Final Report on Chapter 11 Cases
----------------------------------------------------
In accordance with Rule 5009-1(e) of the Local Rules of Bankruptcy
Practice and Procedure of the United States Bankruptcy Court for
the District of Delaware, NTK Holdings, Inc., and Nortek Inc.
submitted to the Court a final report on their Chapter 11 cases.

The Final Report was submitted in support of the Debtors' Motion
to close the Chapter 11 cases of NTK Holdings, Inc., and Nortek,
Inc.

According to the report, from the Petition Date, through and
including December 4, 2009, the Affiliated Debtors were billed
$3,773,982 in fees and expenses by retained professionals that
provided services to the Debtors:

Professionals and Type                         Total Fees
of Services Provided                         and Expenses
----------------------                       ------------
Weil, Gotshal & Manges LLP                     $1,585,157
(Counsel for the Debtors)

Richards, Layton & Finger, P.A.                  $226,703
(Co-Counsel and Delaware Counsel
for the Debtors)

AlixPartners, LLP                                $196,096
(Restructuring Advisor for the Debtors)

Blackstone Advisory Partners L.P.                $378,042
(Financial Advisor for the Debtors)

Ernst & Young LLP                                $298,971
(Auditors and Tax Advisors for the
Debtors)

KPMG LLP                                         $132,187
(Internal Control Over Financial
  Reporting Consultants for the Debtors)

Skadden, Arps, Slate, Meagher & Flom, LLP        $152,623
(Special Counsel to NTK Holdings, Inc.)

Ropes & Gray LLP                                 $233,534
(Special Corporate Counsel for the Debtors)

Bryan Cave LLP                                   $254,179
(Special Counsel for the Debtors)

Epiq Bankruptcy Solutions, LLC                   $316,486
(Claims & Noticing Agent for the Debtors)
                                               -----------
Total                                          $3,773,982
                                               ===========

No trustee or examiner was appointed in the Affiliated Debtors'
Chapter 11 cases.  Accordingly, no fees were incurred in respect
of a trustee or trustee's counsel.

According to Richard L. Bready, president and chief executive
officer of Nortek, Inc., all required fees due under Section 1930
of the Judiciary and Judicial Procedures Code have been paid
current as of January 29, 2010, and any additional fees due will
have been paid on or before the date of the hearing on the Final
Decree Motion.  As of January 29, the Affiliated Debtors have also
paid quarterly fees totaling $342,050 to the United States
Trustee.

All claims distributions required to date under the Prepackaged
Joint Plan of Reorganization Plans have been made.  The Debtors
will make reasonable efforts to locate addresses for claimholders
that fail to provide the Debtors with a valid address; however,
distributions to claimholders that cannot be located will be
deemed unclaimed property under Section 347(b) of the Bankruptcy
Code at the expiration of one year from the Effective Date.  After
the expiration, all unclaimed property or interest in property
will revert to the applicable reorganized debtor and the claim of
any other holder to the property or interest in property will be
discharged and forever barred.

Mr. Bready assures the Court that all matters to be completed upon
the Effective Date of the Plans have been fulfilled or completed.

Mr. Bready adds that there are no pending adversary proceedings or
contested matters in the Cases which would affect the substantial
consummation of the Cases.

                         About NTK Holdings

NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products. NTK Holdings and Nortek offer
a broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.

NTK Holdings Inc., together with affiliates, including Nortek
International, Inc., and Nortek Holdings, Inc., filed for Chapter
11 with a prepackaged plan accepted by all impaired creditors on
October 21, 2009 (Bankr. D. Del. Case No. 09-13611).  The Company
tapped Blackstone Group and Weil, Gotshal & Manges to aid in
its restructuring effort.  Mark D. Collins, Esq., at Richards
Layton & Finger P.A., serves as local counsel.  Epiq Bankruptcy
Solutions is claims and notice agent.

Nortek, Inc. and its affiliated domestic companies announced they
completed their financial restructuring and emerged from
bankruptcy mid-December 2009.  The emergence, which came only 57
days after the filing of a prepackaged plan of reorganization,
follows confirmation of the plan on December 4, 2009 by Judge
Kevin J. Carey of the United States Bankruptcy Court for the
District of Delaware.

Bankruptcy Creditors' Service, Inc., publishes NTK Holdings
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and
their affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


NTK HOLDINGS: Wants 2 Remaining Chapter 11 Cases Closed
-------------------------------------------------------
NTK Holdings, Inc., and Nortek Inc. ask Judge Kevin J. Carey of
the United States Bankruptcy Court for the District of Delaware to
enter a final decree closing their Chapter 11 cases.

According to Gary T. Holtzer, Esq., at Weil, Gotshal & Manges LLP,
in New York, relates that on the Effective Date of the Debtors'
Plan of Reorganization, the Debtors have paid all disbursements
required to be paid, de-levered their balance sheets, and emerged
as stronger, reorganized companies.

Accordingly, the Debtors submit that, as of January 29, 2010, the
two remaining bankruptcy cases -- Case Nos. 09-13611 and 09-13647
-- have been "fully administered" as required under Section 350(a)
of the Bankruptcy Code.

The Court entered a final decree on December 29, 2009, closing 36
of the Affiliated Debtors' Chapter 11 cases.  The NTK Holdings,
Inc. and Nortek, Inc. cases remained open to resolve the
Affiliated Debtors' obligations to pay professional fees.

According to Mr. Holtzer, all expenses arising from the
administration of the Debtors' estates, including court fees and
fees required under Section 1930(a)(6) of the Judiciary and
Judicial Procedures Code will have been paid as of the closing of
the Cases, with the exception of fees and expenses for retained
professionals, which will be paid in accordance with the Court's
orders on the final fee hearing.  All other motions, contested
matters, and other proceedings, which were before the Court with
respect to the Debtors' Chapter 11 cases have been resolved, he
says.

                           *     *     *

The Court will convene a hearing on February 16, 2010, at
2:00 p.m., to consider the Debtors' request.  Objections are due
February 9.

                         About NTK Holdings

NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products. NTK Holdings and Nortek offer
a broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.

NTK Holdings Inc., together with affiliates, including Nortek
International, Inc., and Nortek Holdings, Inc., filed for Chapter
11 with a prepackaged plan accepted by all impaired creditors on
October 21, 2009 (Bankr. D. Del. Case No. 09-13611).  The Company
tapped Blackstone Group and Weil, Gotshal & Manges to aid in
its restructuring effort.  Mark D. Collins, Esq., at Richards
Layton & Finger P.A., serves as local counsel.  Epiq Bankruptcy
Solutions is claims and notice agent.

Nortek, Inc. and its affiliated domestic companies announced they
completed their financial restructuring and emerged from
bankruptcy mid-December 2009.  The emergence, which came only 57
days after the filing of a prepackaged plan of reorganization,
follows confirmation of the plan on December 4, 2009 by Judge
Kevin J. Carey of the United States Bankruptcy Court for the
District of Delaware.

Bankruptcy Creditors' Service, Inc., publishes NTK Holdings
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and
their affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


OSHKOSH CORPORATION: Moody's Upgrades Corp. Family Rating to 'B1'
-----------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family rating
and probability of default rating for Oshkosh Corporation --
(Oshkosh) to B1 from B2 and changed the ratings outlook to stable.
The SGL rating was upgraded to SGL-1 from SGL-3.

The ratings upgrade reflects the ongoing improvement in the
company's balance sheet as a result of strong cash flow
generation, anticipated benefits from the company's MRAP All
Terrain Vehicle business, its 2009 equity issuance, and the
anticipation for additional debt repayment.  For 2010, the M-ATV
business performance is anticipated to offset weak performance at
the company's traditional businesses including its access
equipment, fire equipment, and commercial operations.

The stable ratings outlook reflects the belief that although the
benefits of the contract to produce all terrain vehicles for the
Afghanistan war will primarily support 2010's performance, the
company's other businesses are expected to begin to strengthen in
2011 as the economy grows.  Moody's therefore currently expect
that the company's credit quality is likely to stabilize at a
level that is consistent with the B1 ratings category after the M-
ATV business winds down.  This view is supported by the way in
which the natural equipment replacement cycle of access equipment
should support demand within the next couple of years even if
demand from new projects does not grow meaningfully.

The ratings and/or outlook could be negatively affected if the
company were unable to meet its commitments to produce the M-ATV
as contracted or at the profitability level anticipated by
Moody's.  If the company's other businesses are still weak at the
time the M-ATV contract winds down, the ratings outlook or ratings
could come under pressure.  A reduction in free cash flow to total
debt below 5% would create rating pressure as would EBITDA to
interest below 2.5 times.

The rating would benefit from a meaningful and sustainable
improvement in the company's access equipment business given the
size of the business.  A reduction in leverage to under three
times that was deemed to be sustainable and improving would also
provide upward rating traction.

The last rating action was on March 30, 2009 at which time Moody's
confirmed the corporate family rating at B2 and assigned a
negative ratings outlook.  The SGL rating was SGL-3.

Upgrades:

Issuer: Oshkosh Corporation

  -- Probability of Default Rating, Upgraded to B1 from B2

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-1 from
     SGL-3

  -- Corporate Family Rating, Upgraded to B1 from B2

  -- Senior Secured Bank Credit Facility, Upgraded to B1 from B2

Outlook Actions:

Issuer: Oshkosh Corporation

  -- Outlook, Changed To Stable From Negative

Withdrawals:

Issuer: Oshkosh Corporation

  -- Senior Secured Bank Term Loan A Credit Facility, Withdrawn,
     previously rated B2, LGD3, 47%

Oshkosh Corporation is a leading designer, manufacturer and
marketer of a broad range of specialty vehicles and vehicle
bodies.  The company operates in four segments: access equipment,
defense, fire & emergency, and commercial.  Oshkosh's JLG
subsidiary is the world's leading producer of access equipment
including aerial work platforms and telehandlers.  Revenues for
the fiscal year ended September 30, 2009, totaled $5.3 billion.


PRIMUS TELECOM: Posts $15.2 Million Net Loss in Q3 2009
-------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated reported a
net loss of $15.2 million, or $(1.58) per basic and diluted common
share for the third quarter ended September 30, 2009, compared to
a net loss of $33.2 million, or $(0.23) per diluted share in the
year-ago quarter.  Net loss for the third quarter of 2009 includes
a $4.4 million foreign currency transaction loss.  Net income for
the third quarter 2008 included a $23.0 million foreign currency
transaction loss.

On a year-over-year basis, net revenue decreased $23.3 million, or
10.1%.  Exclusive of an unfavorable $12.8 million currency effect,
net revenue decreased $10.5 million, or 4.5% from the third
quarter a year ago.

Net revenue less cost of revenue was $71.9 million, or 34.6% of
net revenue, compared to $81.4 million, or 35.2% of net revenue,
in the year-ago quarter.  The year-over-year margin percentage
decline is reflective of a shift in product mix.

Selling, general and administrative (SG&A) expense was
$51.1 million, or 24.6% of net revenue, compared to $69.5 million,
or 30.1% of net revenue, in the year-ago quarter.  The year-over-
year $18.4 million decrease in SG&A reflects a $2.8 million
decrease from foreign currency translation and a $15.6 million
decrease which includes virtually all categories of expense and is
reflective of the Company's cost containment actions over the past
year.

Income from operations was $620,000, reflecting increased
depreciation and amortization as compared to the year ago quarter
as a result of the fair valuing of fixed and intangible assets per
Fresh Start accounting which was implemented effective July 1,
2009.  Depreciation and amortization expense was $20.0 million as
compared to $9.4 million in the year ago quarter.

Interest expense was $8.8 million, a $4.0 million decrease from
$12.8 million in the year-ago quarter.  The year-over-year
decrease is attributable to a reduction in the Company's level of
indebtedness as a result of this restructuring.

PRIMUS ended the third quarter 2009 with $41.9 million in
unrestricted cash and cash equivalents up from $41.5 million at
June 30, 2009.  Cash uses during the quarter were comprised of
$3.9 million in capital expenditures, $4.6 million for debt
reduction, $4.0 million for interest, $2.8 million for taxes,
$1.3 million for working capital and $6.1 million for payment of
reorganization costs.  These uses were offset by $21.0 million of
Adjusted EBITDA and $2.1 million from currency movements.  During
the fourth quarter of 2009 the Company expects to make payments of
approximately $4.0 million for previously accrued reorganization
expenses and settlements.

The principal amount of PRIMUS' long-term debt obligations as of
September 30, 2009, was $252.6 million.

Free Cash Flow for the third quarter 2009 was $9.1 million
compared to $(6.8) million in the year-ago quarter.  PRIMUS
defines Free Cash Flow as net cash provided by operating
activities less cash used in the purchase of property and
equipment.

                       Nine Months Results

Net revenue was $599.2 million for the first nine months of 2009
compared to $692.6 million for the first nine months of 2008.  Net
income was $456.0 million for the first nine months of 2009
compared to net income of $10.3 million for the first nine months
of 2008.

A full-text copy of the Company's quarterly report is available at
no charge at http://researcharchives.com/t/s?50ce

                       About Primus Telecom

PRIMUS Telecommunications Group, Incorporated (OTC BB: PMUG) --
http://www.primustel.com/-- is a facilities-based integrated
global communications services provider offering international and
domestic voice, voice-over-Internet protocol (VOIP), Internet,
wireless, data and hosting services to business and residential
retail customers and other carriers located primarily in the
United States, Canada, Australia, the United Kingdom and western
Europe. PRIMUS provides services over its global network of owned
and leased transmission facilities, including approximately 500
points-of-presence (POPs) throughout the world, ownership
interests in undersea fiber optic cable systems, 18 carrier-grade
international gateway and domestic switches, and a variety of
operating relationships that allow it to deliver traffic
worldwide. Founded in 1994, PRIMUS is based in McLean, Virginia.

The Company and four its affiliates filed for Chapter 11
protection on March 16, 2009 (Bankr. D. Del. Lead Case No.
09-10867).  George N. Panagakis, Esq., and T Kellan Grant, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, are the
Debtors' proposed counsel.  Davis L. Wright, Esq., Eric M. Davis,
Esq., and Anthony Clark, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Wilmington, Delaware, are the Debtors' proposed local
counsel.  The Debtor proposed CRT Investment Banking LLC as
financial adviser and investment banker.  When the Debtors filed
for protection from their creditors, they listed assets between
$100 million and $500 million, and debts between $500 million and
$1 billion.

The Debtors filed their proposed plan of reorganization together
with their bankruptcy petitions on March 16, 2009.  An amended
reorganization plan was filed April 27, 2009 and the final plan
was filed on June 12, 2009.  Primus has implemented its Chapter 11
reorganization plan.  Primus' Chapter 11 plan was confirmed by the
U.S. Bankruptcy Court for the District of Delaware on June 12,
2009.

                          *     *     *

As reported in the Troubled Company Reporter on December 8, 2009,
Standard & Poor's Rating Services assigned its 'B-' corporate
credit rating to Primus Telecommunications Group Inc.  S&P also
assigned 'B' issue-level and '2' recovery ratings to an
aggregate $130 million of debt expected to be issued by two Primus
units: Primus Telecommunications Holding Inc.'s $85 million senior
secured notes due 2016 and Primus Telecommunications Canada Inc.'s
$45 million senior secured notes due 2016.  The '2' recovery
rating indicates expectations for substantial (70%-90%) recovery
of principal in the event of payment default.

At the same time S&P assigned its 'CCC+' issue-level and '5'
recovery ratings to unit Primus Telecommunications IHC Inc.'s
existing $123 million senior secured subordinated notes due 2013.
The '5' recovery rating on the notes indicates expectations for
modest (10%-30%) recovery in the event of payment default.
Outstanding debt, pro forma for the new notes, will be
approximately $260 million, not adjusted for operating leases.
Primus emerged from Chapter 11 bankruptcy on July 1, 2009, having
discharged over half of its pre-petition debt.


PROTECTIVE PRODUCTS: Wants DIP Financing & Use Cash Collateral
--------------------------------------------------------------
Protective Products of America, Inc., et al., seek authority from
the U.S. Bankruptcy Court for the Southern District of Florida to
obtain postpetition secured financing from Canadian Imperial Bank
of Commerce, and to use cash collateral.

The DIP lenders have committed to provide Up to $665,000 fund the
operating loan, plus $75,000 for the wind-down loan.

Jordi Guso, Esq., at Berger Singerman, P.A. -- the proposed
counsel for the Debtors -- explains that the Debtors need the
money to fund their Chapter 11 case, pay suppliers and other
parties.

The DIP facility will mature on February 26, 2010.  The
DIP facility will incur interest at 14% per annum.  In the event
of default, the Debtors will pay 17% default interest per annum.

The DIP Lender will receive superpriority claim status, senior to
any superpriority claim granted as adequate protection in respect
to the Prepetition Lender and any other claims of any entity.  The
DIP Lender will receive (a) first priority liens on all property
of the Debtors that is not subject to any properly perfected
liens, and (b) second priority liens subject only to the Carve-Out
and the Permitted Liens (which will have first priority).

The DIP lien is subject to a carve out for U.S. Trustee and Clerk
of Court fees; fees payable to professional employed in the
Debtors' case; and fees of the committee in pursuing actions
challenging the DIP Lenders' lien.

Mr. Guso says that the Debtors will also use the cash collateral
to provide additional liquidity.  The Debtors will use the money
pursuant to a budget.

In exchange for using the cash collateral, the Debtors propose to
grant the prepetition lenders superpriority claims and adequate
protection liens in all collateral to secure an amount equal to
the sum of the aggregate diminution, if any, subsequent to the
Petition Date, in the value of the pre-petition collateral, caused
by (i) the aggregate reduction in the amount of pre-petition
collateral available to satisfy the pre-petition obligations as a
consequence of depreciation, use, sale, loss, decline in market
price or otherwise of the pre-petition collateral, or (ii) the sum
of the aggregate amount of all cash proceeds of pre-petition
collateral or the aggregate fair market value of all noncash pre-
petition collateral that is used to satisfy any other expenses of,
or claims against, Debtors other than the pre-petition
obligations.  The adequate protection liens will be subject only
to (i) the Carve-Out, (ii) the superpriority claims and liens on
the collateral to secure obligations owed to the DIP Lender under
the DIP Credit Agreement, and (iii) the permitted liens, if any.

A copy of the DIP financing agreement and the budget is available
for free at http://ResearchArchives.com/t/s?50a8

                    About Protective Products

Sunrise, Florida-based Protective Products of America, Inc.,
formerly known as Ceramic Protection Corporation --
http://www.protectiveproductsofamerica.com/-- engages in the
design, manufacture and marketing of advanced products used to
provide ballistic protection for personnel and vehicles in the
military and law enforcement markets.

The Company filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. S.D. Fla. Case No. 10-10711).  The
Company's affiliates -- PC Holding Corporation of America; Ceramic
Protection Corporation of America; Protective Products
International Corp.; and Protective Products of North Carolina,
LLC -- also filed separate Chapter 11 petitions.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


PUBLICK FISH: Files for Chapter 11 Bankruptcy in Oregon
-------------------------------------------------------
Portland Business Journal says Publick Fish House Inc. filed
for Chapter 11 bankruptcy in U.S. Bankruptcy Court for Oregon
(Case No. 10-60500), listing both assets and liabilities of
between $10 million and $50 million.  The Company expects to have
funds to distribute to its unsecured creditors.

The Company said it owes $3.89 million, of which $2 million is
secured, to General Electric Capital Corp.; $3.5 million, of which
$2.46 is secured, to Sterling Savings Bank; $2.45 million to GE
Commercial Finance Business Property; $2.3 million, $1.6 million
secured, to Arizona Business Bank; and $1.36 million, $617,400 of
it secured, to KeyBank National Association.

In addition, the Company's creditors include US Bancorp, owed $1
million; Pacific Seafood, owed $106,595; Sysco Food Services of
Portland Inc., owed $88,404; Pan Pacific Retail Properties/Kimco
Realty, owed $62,998; and Duck Delivery Products Inc., owed
$23,529, report adds.

Leon Simpson of Tonkon Torp LLP represents the company, report
notes.

Publick Fish House operates seven restaurants in Oregon.


QUANTUM CORP: BlackRock Reports 5.38% Equity Stake
--------------------------------------------------
BlackRock Inc. disclosed that as of December 31, 2009, it may be
deemed to beneficially own 11,451,844 shares or roughly 5.38% of
the common stock of Quantum Corp.

On January 28, 2010, Quantum Corp. posted net income of
$4.6 million for the three months ended December 31, 2009, from a
net loss of $328.7 million for the 2008 period.  Quantum posted
net income of $20.9 million for the nine months ended December 31,
2009, from a net loss of $346.3 million for the year ago period.

As of December 31, 2009, the Company had $513.6 million in total
assets against $249.8 million in total current liabilities and
$353.6 million in total long-term liabilities, resulting in
$89.9 million in stockholders' deficit.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

                           *     *     *

As reported by the Troubled Company Reporter on July 10, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Quantum Corp. to 'B-' from 'CC'.  S&P also raised the
company's subordinated rating to 'CCC' from 'C'.  S&P has removed
all ratings from CreditWatch, where they were placed on April 3,
2009.  The outlook is negative.

The TCR said July 8, 2009, Moody's Investors Service upgraded
Quantum's corporate family rating and probability of default
rating each to B3, from Caa1 and Ca, respectively, following the
announcement that the Company has repurchased more than
$135 million of its 4.375% Convertible Subordinated Notes due
2010.  The rating outlook is positive.


QUEST RESOURCE: Amends Q3/09 to Disclose MGE Contract Cancellation
------------------------------------------------------------------
On February 2, 2010, Quest Resource Corporation filed Amendment
No. 1 to its quarterly report Form 10-Q/A for the period ended
September 30, 2009, to additionally disclose the cancellation of
the Missouri Gas Energy contract, which occurred on October 31,
2009.  Each item of the quarterly report on Form 10-Q as
originally filed on November 5, 2009, has been included in this
Form 10-Q/A in its entirety.

The Company disclosed that on October 31, 2009, Quest Midstream
Partners, L.P.'s gas transportation contract with Missouri Gas
Energy was terminated and has not been renegotiated or renewed.
This customer was a significant customer to QMLP.  The loss of
this customer could result in an impairment of the KPC Pipeline
assets and customer-related intangible assets.  As of November 5,
2009, the range of impairment can not be estimated. The carrying
value of these assets was $119.7 million as of September 30, 2009.

A full-text copy of Amendment No. 1 to the Form 10-Q for the third
quarter ended September 30, 2009, is available at no charge at:

               http://researcharchives.com/t/s?50a7

As reported in the Troubled Company Reporter on November 10, 2009,
Quest Resource Corporation swung to a net loss of $16,724,000 for
the three months ended September 30, 2009, from net income of
$154,356,000 for the same period a year ago.  Quest Resource
posted a net loss of $126,294,000 for the nine months ended
September 30, 2009, from net income of $14,881,000 for the same
period a year ago.

The Company booked total revenues of $23,962,000 for the three
months ended September 30, 2009, from $57,043,000 for the same
period a year ago.  The Company booked total revenues of
$77,733,000 for the nine months ended September 30, 2009, from
$158,550,000 for the same period of 2008.

At September 30, 2009, the Company had $459,572,000 in total
assets against total current liabilities of $69,894,000, long-term
derivative financial instrument liabilities of $5,294,000, asset
retirement obligations of $6,346,000 and notes payable of
$302,535,000.  At September 30, 2009, the Company had an
accumulated deficit of $383,423,000, total stockholders' deficit
before non-controlling interests of $84,263,000, non-controlling
interests of $159,766,000 and total equity of $75,503,000.

                           Going Concern

The Company has incurred significant losses from 2003 through 2008
and into 2009, mainly attributable to operations, legal
restructurings, financings, the current legal and operational
structure and, to a lesser degree, the cash expenditures resulting
from the investigation related to certain unauthorized transfers,
repayments and re-transfers of funds to entities controlled by its
former chief executive officer.  The Company has determined that
there is substantial doubt about its ability to continue as a
going concern.

                       About Quest Resource

Quest Resource Corporation -- http://www.questresourcecorp.com/--
is a fully integrated E&P company that owns: producing properties
and acreage in the Appalachian Basin of the northeastern United
States; 100% of the general partner and a 57% limited partner
interest in Quest Energy Partners, L.P. ("QELP"), including
subordinated units; and 85% of the general partner and 36.4% of
the limited partner interests in the form of subordinated units in
Quest Midstream Partners, L.P. ("QMLP").  The Company operates and
controls QELP and QMLP through its ownership of their general
partners.

Quest Energy Partners, L.P. -- http://www.qelp.net/-- was formed
by the Company to acquire, exploit and develop natural gas and oil
properties and to acquire, own, and operate related assets.  QELP
owns more than 2,400 wells and is the largest producer of natural
gas in the Cherokee Basin, which is located in southeast Kansas
and northeast Oklahoma.  QELP also owns natural gas and oil
producing wells in the Appalachian Basin of the northeastern
United States and in Seminole County, Oklahoma.

Quest Midstream Partners, L.P. -- http://www.qmlp.net/-- was
formed by the Company to acquire and develop transmission and
gathering assets in the midstream natural gas and oil industry.
QMLP owns more than 2,000 miles of natural gas gathering pipelines
and over 1,100 miles of interstate natural gas transmission
pipelines in Oklahoma, Kansas, and Missouri.


REMINGTON RANCH: Wants DIP Financing From James Pippin
------------------------------------------------------
Remington Ranch, LLC, seeks authority from the U.S. Bankruptcy
Court for the District of Oregon to obtain postpetition secured
financing from James Pippin.

The DIP lenders have committed to provide up to $45,000.

Chad M. Stokes, Esq., at Cable Huston Benedict Haagensen & Lloyd
LLP, the attorney for the Debtor, explains that the Debtor needs
the money to pay limited operating expenses pending the approval
of its plan of reorganization, pursuant to a budget.  A copy of
the budget is available for free at:

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

The DIP facility will incur interest at 6% per annum.

All post-petition financing from the Lender will be given an
administrative expense status, subordinate only to U.S. Trustee
fees and professional fees.

Powell Butte, Oregon-based Remington Ranch, LLC, is a property
developer.  The Company filed for Chapter 11 bankruptcy protection
on January 21, 2010 (Bankr. D. Ore. Case No. 10-30406).  The
Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


RENEW ENERGY: ALL Fuels Buys Plant from Valero for $100MM
---------------------------------------------------------
ALL Fuels & Energy disclosed that its subsidiary, ALL Fuels -
Jefferson, LLC, has agreed to Valero's offer price of $100 million
for the purchase of Renew Energy from Valero Renewable Energy.
The $100 million cash price ALL Fuels -- Jefferson LLC agreed to
pay Valero is $28 million more than the $72 million winning bid
made by Valero for Renew, which was confirmed by the bankruptcy
court on December 11, 2009 on the motion of secured creditor
Bankers Bank, based on the recommendation of William Blair &
Company, LLC, the financial advisor for the sale.

The $100 million offer by ALL Fuels -- Jefferson resulted from
negotiations over the last few weeks, after ALL Fuels was
unsuccessful in overturning bankruptcy court approval of the sale
of Renew to Valero, claiming that Wm. Blair and Banker's Bank had
rejected ALL Fuel's better offer at the time of the auction for no
good reason.  ALL Fuels had offered $77 million in the auction.
"The terms of the auction were not followed in good faith" said
Dean Sukowatey, President of ALL Fuels, "Our bid exceeded the
successful Valero bid by $5 million, but Bankers Bank, Valero and
Wm. Blair unilaterally discounted our offer, in order to terminate
the auction and accept Valero's bid.  We negotiated in good faith,
and were ready to go much higher, but the auction was prematurely
terminated.  To purchase Renew Energy, we had no choice but to
deal directly with Valero, and bid up the price even before the
closing has taken place."

On Tuesday, January 19, 2010, ALL Fuels offered Valero $82 million
cash for Renew.  Valero countered the ALL Fuels $82 million bid at
$100 million.  On Friday, January 29, ALL Fuels accepted Valero's
$100 million counteroffer.  Valero's closing with Bankers Bank is
now set for Thursday, February 4, 2010.

On Friday, January 29, after ALL Fuels agreed to Valero's $100
million price for Renew, Valero's V.P. of Alternative Energy and
Project Development, George Stutzmann, notified ALL Fuels at
5:53PM, "We do not have a deal.  While we casually discussed the
$100 mm number as something that might be of interest awhile back,
it no longer is and we are now committed to close."

"Valero is in a great position now as we are offering them $28
million more than Valero is to pay for Renew as a result of the
bankruptcy auction," said Dean Sukowatey, President and CEO, ALL
Fuels and Energy.  "For reasons we do not understand, Wm. Blair
and Bankers Bank deprived Renew's creditors of $28 million in
additional proceeds in order to steer the sale to Valero.  ALL
Fuels is actively pursuing its options."

                            Background

Valero Renewable Energy Company was awarded the best bid to
purchase the Renew plant at $72 million in the Renew Bankruptcy
Auction managed by Wm Blair, Chicago, and Bankers Bank, Madison.
The ALL Fuels-Jefferson, LLC auction bid was $77 million.  ALL
Fuels-Jefferson, LLC attempted to enter a substantially higher bid
but was not allowed to do so.  Instead, Blair and Bankers' advised
the auction participants that time had run out, the auction was
closed and Blair announced that Valero had the best bid.  ALL
Fuels Jefferson, LLC filed a motion to reconsider and open for re-
auction in the Renew Energy LLC Chapter 11 bankruptcy proceeding
(U.S. Bankruptcy Court, Western District of Wisconsin, Case No.
09-10491. The appeal motion was denied Jan 12, 2010.  Renew Energy
is the debtor-in-possession in a Chapter 11 bankruptcy.

"The ALL Fuels auction bid of $77 million was the best bid at the
time, and best result for the participating banks and bondholders.
Subsequent forced negotiation with Valero has yielded what we
thought was an accepted offer for $100 million to purchase Renew
from them, even before they close on their own purchase.  The
creditors of Renew were shorted $28 million.  Bankers Bank and its
advisor William Blair contracted for the sale of Renew to Valero
at far below the market, for a price of $72 million where the real
value is more than $100 million.  ALL Fuels has engaged Attorney
Stephen Kravit and the Kravit, Hovel & Krawczyk S.C. law firm of
Milwaukee, Wisconsin to advise ALL Fuels on its options to acquire
Renew" said Sukowatey.

                       About Renew Energy

Headquartered in Jefferson, Wisconsin, Renew Energy LLC --
http://www.renewenergyllc.com/-- operates an ethanol plant
facility.  The Company filed for Chapter 11 on January 30, 2009
(Bankr. W.D. Wis. Case No. 09-10491).  Christopher Combest, Esq.,
at Quarles & Brady LLP, represents the Debtor in its restructuring
efforts.  William T. Neary, the United States Trustee for Region
11, appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  The Debtor disclosed $188,953,970 in total
assets and $194,410,573 in total debts.


R.H. DONNELLEY: Sidley Austin Bills $2.77MM for Sept.-Nov. Work
---------------------------------------------------------------
Bankruptcy professionals in R.H. Donnelley Corp.'s Chapter 11
cases filed applications for allowance of fees and reimbursement
of expenses for these periods:

Professional                 Period           Fees      Expenses
------------               ---------       ----------   --------
Sidley Austin LLP      09/01 to 11/30/09   $2,774,514    $44,744

Grubb & Ellis Company  09/01 to 11/30/09    2,218,015          0

KPMG LLP               09/01 to 11/30/09    1,014,318     29,626

Lazard Freres & Co.    09/01 to 11/30/09      600,000      7,248
LLC

Deloitte Financial     09/01 to 11/30/09      355,200      7,848
Advisory Services
LLP

Deloitte Tax LLP       09/01 to 11/30/09      202,837      1,987

PricewaterhouseCoopers 10/19 to 11/30/09      119,515      7,919
LLP

Mercer(US), Inc.       09/01 to 11/30/09       95,563     11,841

Young Conaway Stargatt 09/01 to 11/30/09       80,403     42,449
& Taylor LLP

Sitrick and Company,   09/01 to 11/30/09       44,904      1,124
Inc.

Jackson Lewis LLP      08/01 to 1/31/09        43,493          0

                     About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (OTC: RHDCQ) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S.  It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc., are the company's only
direct wholly owned subsidiaries.

Dex Media East, LLC, is a publisher of the official yellow pages
and white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852), after missing a $55 million interest
payment on its senior unsecured notes due April 15.  James F.
Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represent the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, serve as the Debtors' local counsel.  The
Debtors' financial advisor is Deloitte Financial Advisory Services
LLP while its investment banker is Lazard Freres & Co. LLC.  The
Garden City Group, Inc., is claims and noticing agent.

As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.

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


RICCO INC: U.S. Trustee Appoints 6-Member Creditors Committee
-------------------------------------------------------------
W. Clarkson McDow, Jr., U.S. Trustee for Region 4 appointed six
members to the official committee of unsecured creditors in the
Chapter 11 cases of Ricco, Inc.

The Creditors Committee members are:

1. Elk District Volunteer Fire Co.
   Attn: Walt Ward, Jr., Chair
   Box 33
   Elk Garden, WV 26717
   Tel: (304) 446-5447
   Fax: (304) 446-5762

2. Daniel P. Kelley
   Rt. 1, Box 169A
   Elk Garden, WV 26717
   Tel: (304) 209-1759
   Fax: (304) 788-3760

3. James F. & Mary L. Bruckey
   Rt. 1, Box 237
   Elk Garden, WV 26717
   Tel: (304) 446-5695

4. William & Marcia Lucas
   1988 Kitzmiller Road
   Kitzmiller, MD 21538
   Tel: (301) 453-3438

5. Robert Baker
   17505 Garrett Highway
   Oakland, MD 21550
   Tel: (301) 387-5668

6. Brian Sowers
   HC 72, Box 89-I
   New Creek, WV 26743
   Tel: (304) 788-5293

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.

Elk Garden, West Virginia-based Ricco, Inc. -- aka Amico Partners,
Ambizioso Partners, Lupo Tana Partners, and Tre Manichinos
Partners -- filed for Chapter 11 bankruptcy protection on
January 7, 2010 (Bankr. N.D. W.V. Case No. 10-00023).  Todd
Johnson, Esq., at Johnson Law, PLLC, assists the Company in its
restructuring effort.  The Company has assets of $15,162,600, and
total debts of $4,093,674.


ROBBINS BROS: Court Dismisses Chapter 11 Reorganization Case
------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware dismissed the Chapter 11 case of Robbins
Bros. Corporation.

The Debtor related that it sold substantially all of its assets in
two separate transactions which closed in May 2009.  Since that
time, the Debtor completed the wind down operations and satisfied
all non-professional fee administrative claims.  The Debtor added
that it has not proposed a plan of any kind.

The Court also ordered that the estate's professionals are
relieved of the obligation to file applications for final
compensation and reimbursement of expenses.  Omni Management Group
is relieved and discharged of its responsibility to act as claims
and noticing agent.

The Official Committee of Unsecured Creditors supported the
dismissal of the case.

Headquartered in Azusa, California, Robbins Bros. Corporation --
http://www.robbinsbros.com/-- aka William Pitt, Inc., sells
jewelries.  The Debtors filed for Chapter 11 protection on
March 3, 2009 (Bankr. D. Del. Case No. 09-10708).  Bruce Grohsgal,
Esq., and Michael Seidl, Esq., at Pachulski, Stang, Ziehl Young &
Jones represent the Debtor as counsel.  Omni Management Group LLC
is the Debtor's Claims, Noticing and Balloting Agent.  Deloitte
Financial Advisory Services LLP serves as Bankruptcy Reporting
Advisor.  Deloitte Tax LLP is the Debtor's Tax Advisor.  William
Blair & Company, L.L.C., serves as Investment Banker.

Carl N. Kunz, III, Esq., and Ericka Fredricks Johnson, Esq., at
Morris James LLP, represent the Official Committee of Unsecured
Creditors as counsel.

In its schedules, the Company listed total assets of $56,916,534
and total debts of $59,221,129.


ROBERT MIELL: Failed to Reveal Assets, Says U.S. Trustee
--------------------------------------------------------
David DeWitte at KCRG-TV News says a U.S. Trustee told a federal
court that Robert Miell failed to disclose many of his assets when
he filed for bankruptcy in 2009.  Mr. Meil could be denied a
discharge of his debt.

Robert Miell owns a rental property company in Cedar Rapids.  He
filed for Chapter 11 bankruptcy protection on May 28, 2009.
Jerrold Wanek assists Mr. Miell in his restructuring efforts


SEVEN SEAS: S&P Puts Junk Rating on $175MM Sr. Secured. Loan
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its issue-level and
recovery ratings on Seven Seas Cruises S. DE R.L.'s proposed
$200 million senior secured second-lien notes due 2017.  The notes
have been postponed due to market conditions.  The company had
planned to use proceeds from the proposed notes to refinance
outstanding amounts under its second-lien term loan.

Due to the postponement of the notes offering, S&P assigned its
issue-level and recovery ratings to Seven Seas' $175 million
senior secured second-lien term loan due 2015.  S&P rated the loan
'CCC+' (two notches lower than its 'B' corporate credit rating on
the company) with a recovery rating of '6', indicating its
expectation of negligible (0% to 10%) recovery for lenders in the
event of a payment default.

S&P also affirmed its 'B' corporate credit rating on the company.
The rating outlook is negative.

The corporate credit rating for Seven Seas incorporates a view of
a consolidated enterprise, including both Seven Seas (operator of
the Regent cruise brand) and Oceania Cruises Inc. as wholly owned
subsidiaries of Prestige Cruise Holdings Inc., a corporation
controlled by Apollo Management L.P.  Although management's
intention is to operate Oceania and Regent as two independent
brands, and while they are financed separately, S&P believes that
the strategic relationship between the entities within the context
of Apollo's investment in the high-end cruise line niche warrants
its taking a holistic view of the family of companies.

"The 'B' corporate credit rating reflects Seven Seas'
vulnerability within the cruise sector because of its small fleet
and niche market strategy; limited cash flow diversity, with three
vessels driving the bulk of cash flow generation; high debt
leverage; the capital-intensive nature of the cruise industry; and
the travel industry's susceptibility to economic cycles and global
political events," said Standard & Poor's credit analyst Emile
Courtney.  "The high quality of Seven Seas' Regent branded
vessels, S&P's favorable view of the niche segment in which the
company operates, and the company's good visibility into future
bookings serve as partial offsets to the negative rating factors."


SEVERSTAL COLUMBUS: Moody's Assigns 'B3' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and a B3 Probability of Default rating to Severstal Columbus
Escrow, LLC.  Moody's also assigned a B3 rating to Escrow LLC's
$525 million senior secured notes due 2018.The rating outlook is
stable.

Proceeds from the senior secured notes issue will be placed into
an escrow account until certain conditions are satisfied.
Severstal Columbus, LLC will assume all obligations of Escrow LLC
under the notes once such conditions are satisfied.  This is
expected to occur prior to the end of February 2010.  Severstal
Columbus is ultimately a subsidiary of OAO Severstal (Ba3
corporate family rating, negative outlook).

Moody's views Severstal Columbus' fundamental rating to be Caa1
reflecting the start-up nature of the company in terms of reaching
optimal production levels, and developing its customer base to
increase the percentage of value-added business, such as direct
sales to the automotive sector.  Given Moody's expectation for a
slow and gradual recovery in the steel industry through 2010 and
into 2011, Moody's anticipate that Severstal Columbus will likely
experience operating losses, certainly in 2010 and possibly in
2011.  In addition, to realize better efficiencies and operating
performance, the company needs to complete its Phase 2 expansion,
which will take production to 3.4 million tons of steel annually
from its current capacity of 1.7 million tons.  This is expected
to be completed in late 2011.  The Phase 2 expansion will put the
company on a more solid foundation financially.

The B3 Corporate Family rating benefits from a one notch lift from
the fundamental rating reflecting Severstal Columbus' ownership by
Severstal (Ba3 CFR, negative) and the support which Severstal has
provided to date.  The rating anticipates that Severstal will
provide the necessary funds, in the range of $300 million, to
complete the Phase 2 expansion, as Moody's do not expect Severstal
Columbus to be able to generate funds to cover this investment
over the contemplated time frame to completion.  However, the
parent is not legally obligated to fund the expansion.  The rating
also considers the company's limited operating history,
construction began in late 2005 and shipments commenced only in
September 2007, and the inherent risks posed by a single mill
site.  However, Moody's acknowledge that should operating
difficulties develop within the mill or with raw material
procurement, Severstal Columbus has the ability to source material
from its sister companies as well as its parent.

The rating also considers the company's highly leveraged position
given that the earnings recovery and growth will lag the upfront
investment costs to construct the plant and the difficult steel
industry operating environment over the last 16 months has
contributed to losses.  Moody's anticipate that leverage, as
measured by the debt/EBITDA ratio, will be in the 7.5x to 9.5x
range over the next two years, presuming additional funds to
complete Phase 2 are provided as debt.  However, Moody's note that
given the EAF nature of the mill, and its technological
capability, the company should be able to achieve low cash
production costs, similar to that of other minimill producers in
the U.S. Moody's also note the versatility of the mill given its
compact strip process and value-added capabilities, which should
benefit performance, particularly from 2012 onward.

Given that the senior secured notes comprise the majority of debt
at Severstal Columbus, they receive no lift from the corporate
family rating under Moody's Loss Given Default methodology.  The
notes have a first priority lien on property and other non-current
assets and a second priority interest on the collateral securing
the $150 million borrowing base revolver, which is secured by
receivables and inventory.  The stable outlook reflects the
company's acceptable liquidity position, and slow but improving
trends in earnings performance over the next 12 to 15 months.  The
outlook also assumes, in line with the ratings, that Severstal
will provide funds necessary to support completion of the Phase 2
expansion, which will better position the company to perform at
more acceptable levels.

Assignments:

Issuer: Severstal Columbus Escrow, LLC

  -- Probability of Default Rating, Assigned B3

  -- Corporate Family Rating, Assigned B3

  -- Senior Secured Regular Bond/Debenture, Assigned B3 - LGD 3
     (45%)

This is the first time Moody's has assigned ratings to Escrow LLC,
or after assumption, Severstal Columbus.

Headquartered in Columbus, Mississippi, Severstal Columbus is an
EAF compact strip process plant able to produce 1.7 million tons
of crude steel and 3.4 million tons of hot rolled sheet as well as
1.3 million tons of cold rolled sheet and 500,000 tons of
galvanized sheet.  Severstal Columbus shipped approximately 1
million tons and generated approximately $525 million of revenues
for the nine months ended September 30, 2009.

Headquartered in Cherepovets, Russia, OAO Severstal is Russia's
largest steel producer and operates through three business
divisions: the Russian Steel Division, Severstal International and
Severstal Resources.  For the 9 months to September 30, 2009,
Severstal had revenues of $9.1 billion and produced roughly
12 million tons of steel.


SHERWOOD FARMS: Asks for Court Okay to Use Cash Collateral
----------------------------------------------------------
Sherwood Farms, Inc., seeks authority from the U.S. Bankruptcy
Court for the Middle District of Florida to use the cash
collateral of Old Southern Bank and Pentagon Capital Management
Place.

Old Southern claims a first priority security interest in the cash
collateral and is owed $5 million.  Pentagon Capital claims a
second priority security interest in the cash collateral and is
owed $2 million.  The Debtor, as of the Petition Date, estimates
the value of the cash collateral to be at least $8 million.

Mariane L. Dorris, Esq., at Latham, Shuker, Eden & Beaudine, LLP,
explains that the Debtor has $55,000 of funds on hand, and the
Debtor requires the use of $1,132,000 of cash collateral for the
first four weeks to continue and maintain the operation of its
business after the Petition Date, and, depending on the week, a
greater or lesser amount will be required each comparable period
thereafter.  The Debtor believes that its business can be operated
on a positive cash flow basis.

In exchange for using the cash collateral, the Debtor proposes to
grant the prepetition lenders priority lien on cash collateral to
the same validity, extent, and priority as its prepetition lien.

Groveland, Florida-based Sherwood Farms, Inc., is a grower and
wholesaler of orchids.  Sherwood said owes $7 million to first and
second-lien lenders.  Sherwood said in a filing that cash,
accounts receivable, inventory, and real property are worth
$8 million.

The Company filed for Chapter 11 bankruptcy protection on
January 15, 2010 (Bankr. M.D. Fla. Case No. 10-00578).  Mariane L.
Dorris, Esq., at Latham Shuker Eden & Beaudine LLP, assists the
Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.

The Company's affiliate, Sherwood Investments Overseas Limited
Incorporated, filed a separate Chapter 11 petition.


SHERWOOD FARMS: Wants DIP Financing From Pentagon Apollo
--------------------------------------------------------
Sherwood Farms, Inc., seeks authority from the U.S. Bankruptcy
Court for the Middle District of Florida to obtain postpetition
secured financing from Pentagon Apollo, Ltd.

The DIP lenders have committed to provide up to $500,000.  About
$350,000 will be available for SFI, while $150,000 will be
available for SIO.

R. Scott Shuker, Esq., at Latham, Shuker, Eden & Beaudine, LLP,
explains that the Debtor needs the money to fund its Chapter 11
case, pay suppliers and other parties, pursuant to a budget.  A
copy of the budget is available for free at:

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

The DIP facility will mature a year after the effective date, or
the date upon which the loan is approved by the Court.  The DIP
facility will incur interest at 7% per annum, but will be 12% in
the event of default.

Except for the Carve-Out, the DIP Loan will be secured by a first
priority mortgage lien upon and security interest in all assets of
the Debtor and Sherwood Investments Overseas Limited, which liens
and security interests will include, but not by way of limitation,
a first priority security interest in all litigation claims,
demands, rights of action, choices in action, and insurance claims
of any type or description held by Sherwood Investments and by a
first priority mortgage lien upon and security interest in all
real and personal property owned by the Debtor.

The Debtor asserts that the preservation of the ongoing business
and ability to keep all the Debtor's properties operating provide
adequate protection to the mortgage holder.

Debtor agrees that DIP lender's obligation to open and fund the
DIP Loan is conditioned on entry of a written order by the
Court approving the loan, to be entered no later than February 26,
2010.

Groveland, Florida-based Sherwood Farms, Inc., is a grower and
wholesaler of orchids.  Sherwood said owes $7 million to first and
second-lien lenders.  Sherwood said in a filing that cash,
accounts receivable, inventory, and real property are worth
$8 million.

The Company filed for Chapter 11 bankruptcy protection on
January 15, 2010 (Bankr. M.D. Fla. Case No. 10-00578).  Mariane L.
Dorris, Esq., at Latham Shuker Eden & Beaudine LLP, assists the
Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.

The Company's affiliate, Sherwood Investments Overseas Limited
Incorporated, filed a separate Chapter 11 petition.


SMURFIT-STONE: 160 Claims Change Hands in Past Two Weeks
--------------------------------------------------------
For the period from January 12 to 29, 2010, about 160 claims were
transferred by various creditors to various entities, including
Fair Harbor Capital LLC, Liquidity Solutions, Inc., Sierra
Liquidity Fund LLC; United States Debt Recovery LLC; Contrarian
Funds LLC; The Seaport Group LLC; and Blue Heron Micro
Opportunities Fund LLP.

Among the claims transferred were the claims of:

  Transferor                                  Amount
  ----------                                ---------
  Transport YB, Inc.                         $24,141
  Gilbro Sisco, Inc.                          19,918
  BDR Enterprises                             11,130
  Progressive Coating, Inc.                   10,684
  Biobelt Laboratories, Inc.                   9,225
  Adchem Adhesives Toronto, Inc.               6,560
  United Electric Co., Inc.                    5,640
  Whittinghill Disposal Service, Inc.          5,174
  City of Washington Water Dept.               1,425
  Nottingham Company                             501

                        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: CCAA Court Rules on Finance II Intercompany Claim
----------------------------------------------------------------
Aurelius Capital Management LP and Columbus Hill Capital
Management, fund managers who represent certain noteholders,
previously asked the Superior Court of Justice (Commercial List)
for the Province of Ontario, in Canada, for an order declaring
that Stikeman Elliott LLP could not continue to act as counsel
for Stone Container Finance Company of Canada II.

The Debtors notified parties-in-interest on January 28, 2010,
that the Superior Court has released its "Reasons for Decision"
regarding the intercompany claim of Finance II.  The Superior
Court opined that no useful purpose would be served by appointing
a new counsel.

"If one were to insist on independent counsel and an independent
court officer for every instance of perceived conflict of
interest, restructuring proceedings of corporate groups would
become completely unwieldy and unproductive," Honorable Justice
J. Pepall of the Superior Court said.

A copy of the Superior Court's Decision is available for free at:

       http://bankrupt.com/misc/SmrftCCAADecInterClm.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: Committee Balks at Finance II Switch to Ch. 7
------------------------------------------------------------
In separate filings, the Official Committee of Unsecured
Creditors in Smurfit-Stone Container Corp.'s cases and Wilmington
Trust Company submitted to the Bankruptcy Court statements in
support of the Debtors' objection to Aurelius Capital Management
LP and Columbus Hill Capital Management LP's request to convert
the Chapter 11 case of Debtor Stone Container Finance Company of
Canada II into to a case under Chapter 7 of the Bankruptcy Code.

Wilmington Trust is the successor indenture trustee under four
series of indentures, pursuant to which notes totaling
approximately $2.1 billion were issued.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, contends that the underlying issues raised
in the Conversion Motion have been fully litigated in the
Superior Court of Justice (Commercial List) for the Province of
Ontario, in Canada, and Aurelius Capital and Columbus Hill have
failed to satisfy their burden of demonstrating "cause" to
convert Finance II's case into Chapter 7 liquidation proceeding.

Ms. Jones further argues that Debtors have proposed a Chapter 11
Plan of Reorganization in good faith that provides specific
treatment and possibility for recovery for certain claims
asserted against Finance II and its creditors.  She points out
that given the prior litigation of certain claims and issues in
the CCAA Proceedings and the opportunity to litigate additional
claims before the Bankruptcy Court, there is no prejudice to
Finance II or its creditors from continuing with its Chapter 11
case.

Mark E. Felger, Esq., at Cozen O'Connor, in Wilmington, Delaware,
argues that Conversion Motion is nothing more than an attempt to
gain unwarranted leverage with respect to certain claims the
Objecting Parties allege Finance II holds.  He adds that the
Conversion Motion is a ploy to gain leverage that would redound
to the detriment of the Debtors' estates were it to be granted.

For these reasons, the Committee and Wilmington Trust ask the
Court to deny the Conversion Motion.

                        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)


SPRINGBOARD FINANCE: S&P Affirms 'B+' Rating on Amended Loan B
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the
U.S. dollar-denominated tranche of Springboard Finance LLC's
(a.k.a. Skype US LLC 2) amended term loan B.  The issue-level
rating was affirmed at 'B+' (the same level as the 'B+' corporate
credit rating on parent company Springboard Group (d/b/a Skype))
and the recovery rating remains at '4', indicating S&P's
expectation of average (30%-50%) recovery for lenders in the event
of payment default.  S&P is also assigning its issue-level rating
of 'B+' and a recovery rating of '4' to the euro-denominated term
loan B tranche.

The $800 million five-year term loan will consist of up to a
$400 million euro-denominated tranche, with the remainder
denominated in U.S. dollars.  The company plans to use proceeds to
repay the $125 million of junior hybrid securities.  The ratings
are based on preliminary documentation and are subject to the
proposed transaction closing and S&P's review of the final
documents.

In addition, S&P affirmed its 'B+' corporate credit rating on
Skype.  The outlook is stable.  Pro forma for the loan
transaction, the company has $800 million in outstanding debt.

"The 'B+' corporate credit rating reflects S&P's view of rapid
technology and market evolution, Skype's short track record at
current performance levels, and aggressive near-term leverage,"
said Standard & Poor's credit analyst Naveen Sarma.  "Somewhat
tempering these factors, in S&P's opinion, are the company's
significant global scale, which provides strong network effects,
and healthy free cash flow conversion, which provides for
potential deleveraging given the credit facility's cash flow sweep
feature."

With about 455 million registered users, Skype is a global
Internet communications company that delivers its voice over
Internet protocol communication and other services through a peer-
to-peer network architecture.  Although the majority of customers
use Skype to make free voice and video calls to other Skype users,
the company has indicated that it derives most of its revenues
from a relatively small percentage of users that use the SkypeOut
product to make calls to non-Skype phones.  Skype focuses on low-
volume international long-distance calling routes.  S&P believes
the company has a competitive advantage in these markets because
it can offer its users a price below traditional fixed-line
telephone companies.

Adjusted leverage, at 4.1x, pro forma for the proposed
transaction, is aggressive, though S&P believes the company has
the ability to quickly reduce its leverage.  If Skype were to
continue on its present growth trajectory with double-digit
revenue growth, S&P would expect the company to generate healthy
amounts of free cash flow, as capital expenditure requirements are
likely modest, at less than 5% of revenues.  The terms of its bank
facility require the company to make mandatory prepayments using
its excess cash flow beginning in 2011.  Thus, S&P expects
adjusted leverage to decline to less than 4x by the end of 2010.


STALLION OILFIELD: Moody's Assigns 'B3' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned Stallion Oilfield Holdings,
Inc., a B3 Corporate Family Rating and also assigned a B3 rating
to the company's proposed offering of $225 million of senior
secured notes due 2015.  The proceeds of the offering will be used
to repay all outstanding borrowings under Stallion's existing
senior secured credit facility and add to cash on hand.  The
outlook is stable.

"Stallion's B3 rating reflects the significant reduction in debt
following its bankruptcy and good liquidity," commented Pete
Speer, Moody's Vice-President.  "The company's cash flows remain
weak and Moody's don't expect a significant recovery in 2010."

The B3 CFR reflects Stallion's relatively small size and
dependence on the highly cyclical onshore drilling activity in the
United States.  While drilling activity has been increasing since
bottoming in May 2009, Stallion's earnings have been roughly flat
over the second half of 2009.  At current run rate EBITDA levels,
the company's pro forma Debt/EBITDA is around 6.5x.  Moody's
believe that the excess oilfield services capacity in North
America that was built during the strong upcycle could limit the
ability of Stallion and its peers to meaningfully increase cash
flows in 2010.

The B3 is supported by company's good liquidity position following
the secured notes offering.  The company expects to have
approximately $35 million of cash and an undrawn $40 million
asset-based revolving credit facility, subject to borrowing base
availability based on accounts receivable.  The revolver's minimum
fixed charge maintenance covenant will only apply in the event
that availability falls below a specified amount.  The ratings are
subject to the offering and credit facility being completed as
proposed and a review of the final documentation.

The B3 senior secured notes rating reflects both the overall
probability of default of Stallion, to which Moody's assigns a PDR
of B3, and a loss given default of LGD 4 (51%).  The expected
$40 million credit facility will be secured by a first lien claim
to accounts receivable, inventory and cash balances.  The senior
secured notes will have a first lien claim to substantially all of
Stallion's property, plant and equipment and other assets that are
not encumbered by the revolver.  Given the size of the revolver
relative to the notes and the lack of more junior debt in the
capital structure, the secured notes are rated the same as the B3
CFR under Moody's Loss Given Default Methodology.

This is the initial rating action on Stallion.  The Ca CFR, Ca
senior unsecured and B3 senior secured ratings for Stallion's
subsidiary, Stallion Oilfield Services Ltd., were withdrawn on
October 19, 2009, following the company's bankruptcy filing.

Stallion Oilfield Holdings, Inc., is based in Houston, Texas and
is a provider of workforce accommodations, wellsite construction
and other oilfield services primarily to oil and gas companies in
the United States.


TLC VISION: Enters Deal for Alternative Restructuring Plan
----------------------------------------------------------
TLC Vision Corporation has entered into a plan sponsor agreement
with certain affiliates of a fund managed by Charlesbank Capital
Partners pursuant to which the Company has proposed an alternative
plan of reorganization which would result in the payment in full
of all outstanding amounts owing to the Company's senior secured
lenders under its credit facility and under the Company's current
debtor-in-possession financing.  In connection with the new plan,
Charlesbank has agreed to provide $25 million in debtor-in-
possession financing.

The new plan with Charlesbank provides for the following: the
payment in full of all amounts owing to the Company's senior
secured lenders under its credit facility; the acquisition by
Charlesbank of substantially all the assets of the Company,
including 100% of the equity of TLC Vision Corporation and the
Company's six refractive centers in Canada; payments to employees
and critical vendors in the ordinary course of business; and
distributions to certain secured and unsecured creditors.  There
is no assurance of any distribution of funds to the shareholders
of the Company under the plan.  The plan sponsor agreement is
subject to Bankruptcy Court approval and completion of the plan is
subject to customary conditions, including Bankruptcy Court
approval and all other regulatory approvals.

In connection with the plan sponsor agreement, the Charlesbank
fund has provided a written commitment to fund up to $134.4
million to or for the benefit of the Company and its subsidiaries
subject to the Chapter 11 proceedings, in connection with the plan
and the transactions contemplated thereby.  The written funding
commitment is subject to the satisfaction of all conditions to the
plan sponsor's obligations set out in the plan sponsor agreement
and certain other conditions.

To expedite its financial restructuring, the Company and two of
its wholly owned subsidiaries, TLC Vision (USA) Corporation and
TLC Management Services Inc., previously filed voluntary petitions
under Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware on December 21,
2009.  In addition, the Company has received recognition of its
Chapter 11 filing in a case in the Ontario Superior Court of
Justice under the Canadian Companies' Creditors Arrangement Act.
No other company operations, affiliates or subsidiaries --
including its TLC Laser Eye Centers -- are involved in the filing.

TLCVision President and Chief Operating Officer Jim Tiffany
stated, "After careful analysis by our board of directors and
advisors, we have decided to enter into an alternative plan of
reorganization with Charlesbank.  Charlesbank is committed to
helping us grow our business and has made a significant funding
commitment that will allow us to emerge from our Chapter 11 filing
with a strong competitive advantage, including the retention of
our Canadian centers.  Additionally, and critically, upon closing
of the Charlesbank transaction, the Company will pay in full over
$100 million of existing secured debt and emerge from Chapter 11
with a substantially de-levered balance sheet.  We look forward to
partnering with Charlesbank."

Continued Tiffany, "The agreement with Charlesbank will not affect
the Company's commitments to employees, affiliates, vendors and
others.  Clinical care for patients has continued without change
or interruption since the filing and will continue without change
under the new plan.  TLCVision will continue to honor the TLC
Lifetime Commitment.  It has been and will continue to be
'business as usual' at TLC."

In conjunction with the announcement, TLCVision has exercised its
right of termination pursuant to its existing plan support
agreement with its senior secured lenders and has filed motions
seeking a temporary restraining order to prevent such lenders from
exercising remedies that might interfere with the new plan prior
to its approval by the Bankruptcy Court and for approval of the
plan sponsor agreement and new debtor-in-possession financing.

                        About TLCVision

TLCVision -- http://www.tlcvision.com/-- is North America's
premier eye care services company, providing eye doctors with the
tools and technologies needed to deliver high-quality patient
care. Through its centers' management, technology access service
models, extensive optometric relationships, direct to consumer
advertising and managed care contracting strength, TLCVision
maintains leading positions in Refractive, Cataract and Eye Care
markets.

TLC Vision (USA) Corporation, and two of its corporate affiliates
filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del.
Case No. 09-14473).  The petition says assets and debts are
$100 million to $500 million.

The Company's lead U.S. restructuring counsel is the law firm of
Proskauer Rose LLP and Canadian restructuring counsel is the law
firm of Torys LLP.  The Company's financial advisor is Conway Del
Genio Gries & Co., LLC.  Epiq Bankruptcy Solutions is claims and
notice agent.


TRIBUNE CO: Gets Nod to Assume Agreements With NBC
--------------------------------------------------
Debtors Tribune Broadcasting Company, Tribune Broadcast Holdings,
Inc., WGN Continental Broadcasting Company, Tribune Television
Company, Tribune Television Holdings, Inc., Tribune Television
Northwest, Inc., Tribune Television New Orleans, Inc., Channel 39,
Inc., Channel 40, Inc., KSWB, Inc., KTLA Inc., WPIX, Inc., KIAH
Inc., WTXX Inc., and WDCW Broadcasting, Inc., obtained the Court's
authority to assume certain amended syndicated program agreements
with Universal City Studios Productions LLP, a subsidiary of NBC
Universal, Inc.

The Tribune Parties, and other Debtors, have prepetition
syndicated program agreements with NBCU --> WHAT IS NBCU?NBC
Universal for general entertainment programming, including the
popular daytime talk show Maury, The Jerry Springer Show, and The
Steve Wilkos Show.  All three programs that are the subject of the
NBC Agreements are original, first-run productions in the Tribune
Parties' daytime programming.  The NBC Agreements allow the
Tribune Parties to broadcast Maury, Jerry Springer, and Steve in
time periods that allow the corresponding Tribune television
station to schedule programming to maximize audience retention
from program to program and to otherwise manage their broadcast
schedules to greatest advantage.

According to Kate J. Stickles, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., in Wilmington, Delaware, the Tribune
Parties and NBCU have engaged, over the past year, in discussions
regarding the terms for the Tribune Parties' continued broadcast
of Maury, Jerry Springer, and Steve.  As a result of the
discussions, the Tribune Parties have agreed to assume certain of
the NBC Agreements subject to amendments that will extend the
agreements' terms beyond their scheduled termination in September
2010 through September 2012 and reduce the license fees paid to
NBCU over the extended terms.  The Tribune Parties have agreed to
assume 40 of the NBC Agreements, a list of which is available for
free at http://bankrupt.com/misc/Tribune_NBCagreements.pdf

The license fee for Maury will be reduced by 6% and the license
fee for Jerry Springer will be reduced by 12% effective with the
September 2010 season and the license fee for Steve will be
reduced by approximately 36% effective with the September 2009
season.  According to Ms. Stickles, the aggregate savings to the
Tribune Parties from these reductions will exceed $7 million over
the life of the contract terms.

In consideration for the Tribune Parties' assumption of the
amended NBC Agreements to be assumed, NBCU has agreed to waive and
release a portion of the amounts that the Tribune Parties would
otherwise be required to "cure" as a condition of the assumption
of those NBC Agreements.  The Tribune Parties and NBCU agree that
the total prepetition amount owing under the NBC Agreements to be
assumed is $4,933,086.  The parties agree that Tribune will pay
90% of the prepetition amounts owing to NBCU for Maury and Jerry
Springer and 85% of the prepetition amounts owing to NBCU for
Steve, for a total of $4,377,402.  The Tribune Parties will pay
the Cure Amount within 10 business days after the later to occur
of the entry of the order approving the Motion and the parties'
execution of the amendments to the NBC Agreements to be assumed.

                         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: Gets OK to Purchase Tail Coverage for $5.6MM
--------------------------------------------------------
Tribune Co. and its units gained approval to purchase tail
coverage and to pay insurance providers an aggregate premium of
$5.6 million.

Prior to the entry of the Court's order, the Debtors certified to
the Court that no objection was filed as to the Motion.

In connection with its indemnification obligations, Tribune
Company maintains certain directors and officers liability and
fiduciary liability insurance policies, principally for the
benefit of the Debtors' directors, officers, employees, and agents
who are or were involved or may be involved in the future in any
threatened, pending, or completed action, suit, or proceeding, by
reason of the fact that those persons are or were serving as a
director, officer, employee, or agent of the Debtors, including
service with respect to the Debtors' employee benefit plans.  The
Policies include primary directors and officers liability coverage
provided by Federal Insurance Company, a member of the Chubb
Group, and primary fiduciary liability coverage provided by
Illinois National Insurance Company, a member of Chartis.

Kate J. Stickles, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
P.A., in Wilmington, Delaware, relates that Tribune completed its
review in mid-December 2009 for an extension of the existing
Policies with the Insurance Providers, and, in its ordinary course
of business, extended the coverage that has existed for the past
two years for an additional year.  The 12-month extension of the
Policies is effective December 20, 2009, and provides coverage,
under the terms, conditions, limitations, and exclusions of the
Policies, for claims made on or prior to December 20, 2007.
According to Ms. Stickles, the cost of the 12-month extension was
approximately $9.8 million.  In addition, Ms. Stickles notes, the
Insurance Providers agreed to offer the Debtors a six-year
extended reporting period under the Policies that could be
exercised at any time during the 12-month extension of the
Policies, in accordance with the Policies' terms.  She tells the
Court that the cost of the additional Tail Coverage is
approximately $5.6 million in the aggregate for the Policies,
provided the Tail Coverage offer is accepted prior to the offer
expiration date of February 3, 2010, and is paid in full upon
acceptance.  In the event the Debtors exercise the Tail Coverage
during the 12-month extension period, no further premiums will be
payable to obtain the Tail Coverage, she maintains.

The 12-month extension of the Policies also includes an additional
3-month extension option, available for election until
December 20, 2010, which provides for further extension of the
Policies until March 20, 2011, in return for a pro-rata premium to
be calculated based on the annual extension premium applicable to
the existing Policies.  If the additional 3-month extension is
selected, the period to exercise Tail Coverage is also extended
until March 20, 2011, without any additional premium beyond the
cost of the 3-month extension of the overall Policies.

The Debtors believe that it is more likely than not that a plan of
reorganization will be confirmed in their Chapter 11 proceedings
during the next 15 months, necessitating the acquisition of tail
coverage equivalent to what is being offered by the Insurance
Providers, except that the coverage would normally cost between 1
and 2.5 times the total annual premiums.  The Debtors have
determined that in the event a plan is not confirmed within the
next 15 months, and if the existing insurers are not willing to
provide a further extension of the Tail Coverage offer and the
underlying insurance coverage under the Policies at reasonable
rates, the Debtors will exercise the Tail Coverage so as not to
lose the benefit of the approximately $5.6 million premium spent
to obtain the Tail Coverage for their estates.

The Debtors tell the Court that they have obtained a commitment
from the Insurance Providers to leave open their offer of Tail
Coverage at reduced rates for a period of 45 days after
December 20, 2009, so that they may obtain the Court's approval to
purchase the Tail Coverage and pay the approximately $5.6 million
in premium within that time.  The Insurance Providers' offer
expires unless accepted by the Debtors prior to February 3, 2010.

As approved by the Court, Tribune Company will purchase a six-year
extended reporting period under the Debtors' existing directors
and officers liability and fiduciary liability insurance policies
for an aggregate premium of approximately $5.6 million, which
could be exercised at any time over the next 12-month period.

According to Ms. Stickles, Chapter 11 debtors routinely purchase
"tail" coverage in connection with a plan of reorganization, to
extend existing "claims-made" insurance policies following the
effective date of the plan, which typically terminates that
coverage according to the policy terms.  She relates that the
Debtors have been offered the opportunity to purchase the Tail
Coverage now, in advance and outside of the plan process, at a
significant discount over what the Debtors would otherwise expect
to pay to purchase separate tail coverage.

                         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: Hires Seyfarth Shaw for Employment Litigation
---------------------------------------------------------
Tribune Co. and its units sought and obtained the Court's
authority to employ Seyfarth Shaw LLP as special counsel for
certain employment litigation matters nunc pro tunc to December 1,
2009, pursuant to Sections 327(e) and 1107 of the Bankruptcy Code.

The Debtors has hired Seyfarth primarily as an ordinary course
professional.  In recent months, Seyfarth has represented the
Debtors with respect to various labor arbitration and litigation
matters that have arisen subsequent to the Petition Date.  Those
representations of the Debtors by Seyfarth, taken together with
Seyfarth's pre-existing representations of the Debtors in various
disputed prepetition claims, caused Seyfarth's fees to exceed the
$50,000 Monthly Cap for OCPs.

The Debtors and Seyfarth have agreed that, as was the case while
Seyfarth rendered services to the Debtors as an OCP, Seyfarth will
charge the Debtors for its legal services on an hourly basis in
accordance with its ordinary and customary rates and for
reimbursement of all costs and expenses.

The Debtors will pay Seyfarth based on the firm's current billing
rates:

  Professional                  Rate/Hour
  ------------                  ---------
  Partners                      $510-$685
  Associates                    $285-$435
  Para-professionals            $80-$275

The Debtors will also reimburse Seyfarth for customary out-of-
pocket expenses including photocopying, travel expenses,
transcription costs, as well as non-ordinary overhead expenses.

In connection with Seyfarth's retention being modified, the
Debtors have advised Seyfarth to apply to the Court for allowance
of compensation for services rendered and reimbursement of
expenses.

Jeremy P. Sherman, Esq., at Seyfarth Shaw LLP, assures the Court
that his firm does not hold or represent any interest adverse to
the Debtors or their estates in matters for which it is proposed
to be retained.

Prior to the entry of the Court's order, the Debtors certified to
the Court that no objection was filed as to the Application.

                         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: McCormick's $50 Billion Claim Disallowed
----------------------------------------------------
The Bankruptcy Court sustained Tribune Co.'s objection to Claim
No. 5844 of JoAnna Canzoneri McCormick.  Prior to the entry of the
Court's order, the Debtors certified to the Court that no
responses were filed as to the Objection.

Tribune Company and its debtor affiliates ask Judge Kevin J. Carey
of the U.S. Bankruptcy Court for the District of Delaware to
disallow and expunge Claim No. 5844 filed against Debtor Tribune
Company by claimant JoAnna Canzoneri McCormick asserting
$50,000,000,000 claim.  The Debtors assert that the McCormick
Claim is not an allowable claim because the claim:

  (i) fails to set forth the factual and legal basis for any
      "right to payment" that could constitute prima facie
      evidence of the validity and amount of the alleged
      $50,000,000,000 claim; and

(ii) no legal or factual theory exists upon which relief could
      be granted under any applicable law.

The McCormick Claims is asserted to be based on "Heir/Beneficiary
and Ownership" and is asserted to be secured by real estate, motor
vehicle, "personal property", and "intelligent property contract
fraud."  The asserted amount of the McCormick Claim is
unliquidated but is estimated on its fact at $50,000,000,000.

The Debtors relate that while no supporting details were filed
with the McCormick Claim, it suggests that the claim is based upon
"the new discovery of charges of murder of Robert Rutherford
McCormick and a fraud [sic] Last Will and Testament along with
assets, money, property from a will to a Foundation."

                         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)


TRONOX INC: Creditors Reach Deal With Lenders
---------------------------------------------
Tronox Inc. is seeking approval from the Bankruptcy Court of a
document that would settle a lawsuit brought by the Official
Committee of Unsecured Creditors against the agent for the
Company's lenders.

Both the Creditors Committee and Credit Suisse AG, as
administrative agent under that certain Credit Agreement dated
November 28, 2005, are also parties to the settlement.

Under the Settlement Agreement, Tronox will receive $5 million --
comprised of a waiver of accrued but unpaid default interest in
the amount of $2,044,746 and a reduction of principal in the
amount of $2,955,254 -- in exchange for the dismissal, with
prejudice, of the Committee Litigation (Adv. Proc. No. 09-01388
(ALG)) and a release by Tronox and the Creditors Committee of the
Agent and the lenders under the Term Loan Facility from all
claims, including the claims set forth in the Committee
Litigation.

Tronox says the Settlement Agreement is an integral part of the
plan support agreement entered into by Tronox and many of its
significant stakeholders, which sets the foundation for Tronox's
standalone reorganization.  The Settlement Agreement is a product
of extensive good faith and arm's-length negotiations and enabled
Tronox to secure replacement DIP financing, the plan support
agreement and the equity commitment agreement, which, taken
together, place Tronox on a path to emerge from Chapter 11 as a
standalone enterprise.

In connection with the plan support agreement, Tronox repaid its
existing prepetition and postpetition secured debt in full, less
$5 million outstanding under the Term Loan Facility, which was
placed in escrow pending definitive documentation and Court
approval of the Settlement Agreement.  Upon Court approval of the
Settlement Agreement, this $5 million will be returned to Tronox,
the Committee Litigation will be dismissed with prejudice and
Tronox and the Creditors Committee will release Credit Suisse and
the lenders under the Term Loan Facility.

A hearing on the Settlement is scheduled for February 23.
Objections are due February 16.

A copy of the Settlement is available for free at:

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

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRUMP ENTERTAINMENT: Trumps Seek Right to Vote on Beal/Icahn Plan
-----------------------------------------------------------------
Donald J. Trump and daughter Ivanka Trump are asking Judge Judith
Wizmur of the U.S. Bankruptcy Court for the District of New Jersey
to temporarily allow their claims for purposes of voting on the
bankruptcy exit plan proposed by Beal Bank and Carl Icahn for
Trump Entertainment Resorts, Inc., and its debtor-affiliates.

Judge Wizmur has earlier signed off on a stipulation temporarily
allowing the Trumps' claims for purposes of voting on the
bankruptcy exit plan propounded by the Debtors and the ad hoc
committee of holders of Trump Entertainment's 8.5% Senior Secured
Notes Due 2015.  The stipulation was entered into by the Trumps
and the Ad Hoc Committee.

In view of the stipulation, David M. Friedman, Esq., at KASOWITZ,
BENSON, TORRES & FRIEDMAN LLP, said the Trumps filed the motion so
that they will not be disenfranchised unfairly from voting on the
Icahn/Beal Plan.

"Given that the Trumps' claims will be temporarily allowed for
voting purposes under the AHC/Debtor Plan, it is appropriate to
temporarily allow such claims for voting purposes under the
Icahn/Beal Plan, in order to provide this Court with an apples to
apples comparison of the two competing plans at confirmation,"
according to Mr. Friedman.

Donald Trump has asserted claims of not less than $100 million for
alleged breach of his trademark license agreement and related
agreements with the Company; as well as claims for
indemnification, subrogation, reimbursement or contribution and
claims for unpaid amounts under various other agreements with the
Company, and in connection with his former position as a member
and Chairman of the casino's Board of Directors.

Ivanka Trump asserted claims against the Debtors for
misappropriation of her image for commercial purposes without her
permission and for unpaid amounts in connection with her former
position as a member of the casino's board of directors.

The Ad Hoc Committee has objected to the Claims.

Pursuant to the Stipulation, the Trumps and the Ad Hoc Committee
agreed to temporarily allow Mr. Trump a claim for $3 million with
respect to certain Debtors, and another claim for $10 million with
respect to other Debtors.  Daughter Ivanka will be temporarily
allowed a claim for $2 million.

The Trumps are represented by:

          Paul R. DeFilippo, Esq.
          WOLLMUTH MAHER & DEUTSCH LLP
          One Gateway Center, 9th Floor
          Newark, NJ 07102
          Tel: (973) 733-9200
          Fax: (973) 733-9292
          pdefilippo@wmd-law.com

          -- and --

          David M. Friedman, Esq.
          Robert M. Novick, Esq.
          KASOWITZ, BENSON, TORRES & FRIEDMAN LLP
          1633 Broadway
          New York, New York 10019
          Tel: (212) 506-1700
          Fax: (212) 506-1800
          dfriedman@kasowitz.com
          rnovick@kasowitz.com

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


TSG INCORPORATED: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
TSG Incorporated filed with the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,981,000
  B. Personal Property            $8,065,129
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $6,267,763
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $113,361
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,554,950
                                 -----------      -----------
        TOTAL                    $19,046,129       $8,936,074

North Wales, Pennsylvania-based TSG Incorporated operates a real
estate business.  Founded in 1901 under the name of Levy's
International Water Shrinking and Drying Company, the Debtor has
operated as a privately held, family owned business for over 108
years.  Locally headquartered in North Wales, Pennsylvania, the
Debtor is in the business of fabric finishing, coating and
embossing.  TSG -- which is an acronym for "The Synthetics Group"
-- is one of the largest commission finishers in the United
States.  The Company filed for Chapter 11 bankruptcy protection on
November 29, 2009 (Bankr. E.D. Pa. Case No. 09-19124).  Michael
Jason Barrie, Esq., at Benesch Friedlander Coplan & Aronoff LLP
assists the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and $1,000,001 to
$10,000,000 in liabilities.


TXCO RESOURCES: Reorganization Plan Receives Court Confirmation
---------------------------------------------------------------
ABI reports that TXCO Resources Inc. will emerge from bankruptcy
by mid-February under the ownership of both Newfield Exploration
Co. and former rival suitor Anadarko Petroleum Corp. after the oil
and gas explorer and producer won confirmation of a reorganization
plan outlining its sale for roughly $310 million.

TXCO Resources Inc. is an independent oil and natural gas
enterprise with interests in the Maverick Basin of Southwest
Texas, the Fort Trinidad area of East Texas, the onshore Gulf
Coast region and the Marfa Basin of Texas, the Midcontinent region
of Western Oklahoma and willow Gulf of Mexico waters.  The
Company's business strategy is to acquire undeveloped mineral
interests and internally develop a multi-year drilling inventory
through the use of advanced technologies, such as 3-D seismic and
horizontal drilling.  The Company accounts for its oil and natural
gas operations under the successful efforts method of accounting
and trade its common stock under the symbol "TXCOQ.pk."

The Company and its subsidiaries filed for Chapter 11 protection
on May 17, 2009 (Bankr. W.D. Tex. Case No. 09-51807).  The Debtors
hired Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at
Cox Smith Matthews Incorporated, as general restructuring counsel;
Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts
counsel; Albert S. Conly as chief restructuring officer and FTI
Consulting Inc. as financial advisor; Goldman, Sachs & Co. as
financial advisor for assets sale; Global Hunter Securities, LLC,
as financial advisors and investment bankers; and Administar
Services Group LLC as claims agent.  Gardere Wynne Sewell LLP
represents the Committee.


USA DRY VAN: Files Chapter 11 in Corpus Christi
-----------------------------------------------
USA Dry Van Logistics LLC filed a Chapter 11 petition on Feb. 2 in
Corpus Christi, Texas (Bankr. S.D. Tex. Case No. 10-20102).

Bill Rochelle at Bloomberg News reports that the Company notified
the secured lender in January that there had been a "substantial
overstatement" of eligible accounts receivable, resulting in a
"significant overadvance."

USA Dry Van is a trucker operating between the U.S. and Mexico.
Operating from Laredo and McAllen, Texas, USA Dry Van has 570
trucks and almost 2,000 trailers.

The lender, General Electric Capital Corp., is owed $28.8 million.
GECC is providing financing for the Chapter 11 effort.


VERIFIED IDENTITY: L-1 Identity Solutions Named Exclusive Provider
------------------------------------------------------------------
L-1 Identity Solutions, Inc. disclosed that it will be the
exclusive provider for the program formerly known as Registered
Traveler as a result of Alclear LLC winning the competitive bid
for Verified Identity Pass Inc. assets.  The competitive bidding
process was conducted though procedures approved by the U.S.
Bankruptcy Court, Southern District of New York.

In connection with Alclear's purchase of VIP's assets, L-1 is
expected to receive a multi-year contract to serve as prime
integrator for the program formerly known as Registered Traveler.
In that role, L-1 is expected to be the exclusive provider for all
of the program's systems integration, enrollment services and
verification needs once the program is re-started.  In recognition
of its prior investments and contributions to the program, L-1
will also receive an equity investment in Alclear.

"We have a long standing relationship with Caryn Seidman Becker,
the CEO of Alclear LLC, and we are excited at the opportunity to
work together on this exciting program, one we believe will become
an important vehicle in providing increased airport security and
travel convenience across the United States once it is fully
deployed," said Robert V. LaPenta, Chairman, President and CEO of
L-1 Identity Solutions.  "With our previous experience on this
program, we are uniquely able to provide the services and
technology necessary to stand up the program quickly and
efficiently to the benefit of both our partners and frequent
travelers."

                   About L-1 Identity Solutions

L-1 Identity Solutions, Inc. protects and secures personal
identities and assets.  Its divisions include Biometrics, Secure
Credentialing and Enterprise Access solutions, as well as
Enrollment and Government Consulting services.  With the trust and
confidence in individual identities provided by L-1, international
governments, federal and state agencies, law enforcement and
commercial businesses can better guard the public against global
terrorism, crime and identity theft fostered by fraudulent
identity. L-1 Identity Solutions has more than 2,200 employees
worldwide and is headquartered in Stamford, CT.


Verified Identity Pass, Inc., filed for Chapter 11 on Dec. 1, 2009
(Bankr. S.D.N.Y. Case No. 09-17086).  Paul R. Niehaus, Esq., at
Niehaus LLP, represents the Debtor.  The petition says that assets
range from $1,000,001 to $10,000,000 while debts range from
$10,000,001 to $50,000,000.

Verified Identity Pass filed for Chapter 11 bankruptcy to close
the sale of its assets.  Verified Identity Pass operates Clear
Registered Traveler program at 18 of the 21 airports in the United
States.


VERMILLION INC: Pays Health Discovery Corporation
-------------------------------------------------
Health Discovery Corporation has received the final payment that
was due under the agreement that settled the Company's patent
infringement lawsuit against Vermillion, formerly known as
Ciphergen Biosystems, Inc.  In 2006, Health Discovery Corporation
sued Ciphergen Biosystems in Federal District Court for
infringement of several of its patents covering the use of support
vector machines (SVMs) for the discovery of biomarkers.  As
alleged in the complaint, Ciphergen's researchers had used SVMs to
identify the most promising biomarkers for diagnosis of ovarian
cancer, the results of which had been reported in a number of
medical publications.  The settlement agreement, through which
Ciphergen was granted a limited license to continue its use of the
Company's SVM technology only in conjunction with its protein
based SELDI mass spectrometry technology, was inked in July 2007.
No rights were granted under the license to use HDC's SVM
technology for gene-based molecular diagnostic discovery, digital
pathology interpretations, digital radiology interpretation nor
any other discovery use outside of the very narrow field of SELDI-
based protein discovery.  Vermillion went on to further develop
these biomarkers into the OVA1(TM) test, which was approved by the
FDA in September 2009 and exclusively licensed to Quest
Diagnostics.  Based on these favorable developments, Vermillion
recently emerged from bankruptcy and has enjoyed phenomenal growth
in its share prices.

"The results achieved by Vermillion provide further testimony to
the value of Health Discovery Corporation's proprietary SVM
technology, both from a technical and a financial perspective,"
said Dr. Stephen Barnhill, Chairman and CEO of Health Discovery
Corporation.  "In addition to our own biomarker discovery
programs, we are continuing to pursue revenue-producing licensing
opportunities, retroactively, as in the case of Vermillion, and
going forward, to develop new applications of the technology
within our intellectual property portfolio."  The applicability of
SVM technology to countless uses is allowing Health Discovery
Corporation to direct its licensing efforts both within and
outside of the healthcare arena, including high-tech applications
such as Internet search engines, electronic health records, fraud
detection, security and surveillance, and fault detection and
prediction in vehicles and aircraft.

                    About Vermillion Inc.

Vermillion, Inc. -- http://www.vermillion.com/-- is dedicated to
the discovery, development and commercialization of novel high-
value diagnostic tests that help physicians diagnose, treat and
improve outcomes for patients.  Vermillion, along with its
prestigious scientific collaborators, has diagnostic programs in
oncology, hematology, cardiology and women's health.  Vermillion
is based in Fremont, California.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts is Paul, Hastings, Janofsky
& Walker LLP.  At September 30, 2008, the Debtor had $7,150,000 in
total assets and $32,015,000 in total liabilities.

In January 2010, Vermillion successfully emerged from protection
with all creditors receiving 100 percent of allowed claims and
with the common stock being fully restated.


VICORP RESTAURANTS: Court OKs Dismissal of Reorganization Cases
---------------------------------------------------------------
The Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware approved the dismissal of the Chapter 11 cases of VI
Acquisition Corp. and VICORP Restaurants, Inc, and the dissolution
of their corporate entities.

Headquartered in Denver, Colorado, VICORP Restaurants, Inc. and VI
Acquisition Corp. -- http://www.vicorpinc.com/-- operate family-
dining restaurants under the Village Inn and Bakers Square brands.
The Debtors also operate 3 pie production facilities that produce
pies that are offered in the Debtors' restaurants and are sold to
select third-party customers including supermarkets and other
restaurant chains.

The Debtors filed separate petitions for Chapter 11 relief on
April 3, 2008 (Bankr. D. Del. Lead Case No. 08-10623).  Kimberly
Ellen Connolly Lawson, Esq., Kurt F. Gwynne, Esq., and Richard A.
Robinson, Esq., at Reed Smith LLP, Ann C. Cordo, Esq., and Donna
L. Culver, Esq., at Morris Nichols Arsht & Tunnell, and Joseph E.
Cotterman, Esq., at Gallagher & Kennedy, P.A., represent the
Debtors as counsel.  The Debtors selected The Garden City Group,
Inc. as their claims agent.  Abhilash M. Raval, Esq., Dennis
Dunne, Esq., and Samuel Khalil, Esq., at Milbank Tweed Hadley &
McCloy LLP, Domenic E. Pacitti, Esq., and Michael W. Yurkewicz,
Esq., at Klehr Harrison Harvey Branzburg & Ellers, represent the
Official Committee of Unsecured Creditors of the Debtors.

When the Debtors filed for protection from their creditors, they
listed estimated assets of $100 million to $500 million and debts
of $100 million to $500 million.


VISTEON CORP: Has Nod to Sell Radar Systems Biz. to Autoliv
-----------------------------------------------------------
Visteon Corporation and its debtor affiliates obtained authority
from Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware to sell their Radar Systems Business to
Autoliv ASP, Inc.

Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates that the proposed sale of the
assets comprising the Debtors' blind spot monitoring business or
the "Radar System Business" represents one more step in the
Debtors' ongoing process of exiting certain lines of business for
value while maintaining important customer relationships in
accordance with their restructuring objectives.  He notes that
although the Debtors believe the systems produced by the Radar
System Business have been well-regarded technically in the
marketplace, issues arising from the Debtors' position in the
blind spot monitoring system value chain led the Debtors to
closely evaluate their continued participation in the business
even before the Petition Date.

Mr. Billion informs that Court that at present, components
produced by the Debtors' Radar System Business comprise merely
20% of the value of each blind spot monitoring system
incorporated into the vehicles of the Radar System Business's
customers, Chrysler Group LLC and Honda Motor Company, Ltd., with
the remaining 80% of system value accounted for by components
produced by Autoliv.

As a result of the Debtors' lack of control over a significant
element of total system cost, they have been unable to satisfy
customer demands for substantial system cost reductions,
according to Mr. Billion.  The Debtors estimate that additional
efforts to reduce the system costs within their control would
further erode the value accruing to them from the Radar System
Business.

Because the blind spot monitoring systems that utilize Autoliv
components require a complementary component produced by the
Debtors' Radar System Business, Mr. Billion maintains that
Autoliv is uniquely positioned to provide the Debtors with the
greatest value from a sale of the Radar System Business.  Mr.
Billion relates that acquisition of the Radar System Business
assets will provide Autoliv with direct control over the
production of all components currently required to produce
systems for Chrysler and Honda, as well as the capability to
become a producer of integrated blind spot monitoring systems on
a going-forward basis.  Moreover, he notes, a sale to Autoliv
serves the Debtors' customer relationship goals by minimizing the
potential for disruptions in the supply chains of Chrysler and
Honda.

Accordingly, the Debtors and Autoliv memorialized the terms of
their transaction under an asset sale agreement dated Dec. 22,
2009.  Pursuant to the Sale Agreement, Autoliv will pay
$1.9 million for the assets, as well as assume certain liabilities
related to the Radar System Business.  Autoliv has also agreed
(i) to take assignment of certain of the Debtors' contracts with
Chrysler and Honda for the production of blind spot monitoring
system components, which will be assumed by the Debtors at
closing, and (ii) to offer employment to the active Visteon full-
time employees primarily engaged in the Radar System Business as
to the Closing Date.

The consummation of the proposed sale is contemplated to occur on
the 15th day after the day a sale order is entered by the
Bankruptcy Court if all other conditions of the closing as set
forth in the Asset Sale Agreement will have been satisfied or
waived or at an earlier date as agreed between the parties to the
Asset Sale Agreement.

The proposed sale of the Debtors' Radar Systems Business to
Autoliv does not contemplate an auction.  The Debtors propose to
sell the Assets by way of a private sale to avoid cost and delay
associated with conducting a public auction and because they
believe they will not obtain a higher and better bid by an
auction.  The Debtors maintain that a private sale is appropriate
with respect to their Radar Systems Business as they and Autoliv
benefit from an intricately connected relationship.  The Debtors
assert that because of where Autoliv is positioned in the blind
spot monitoring system supply chain, it has better profit
opportunities with respect to production of the Radar System
Business components than that of Visteon or another third-party
operating the business on a stand-alone basis and therefore,
represents the party capable of providing the highest price for
the Assets.

A full-text copy of the Visteon-Autoliv APA is available for free
at http://bankrupt.com/misc/Visteon_Autolivapa.pdf

A list of the contracts to be acquired by Autoliv is available
for free at http://bankrupt.com/misc/Visteon_Autolivcontracts.pdf

             Debtors File Revised Proposed Order

In order to resolve the concerns raised by Honda Manufacturing of
Alabama, LLC, and Honda of Canada Mfg., a division of Honda
Canada, Inc., the Debtors have agreed to a modification of the
proposed form of order.  The Revised Proposed Order provides that
Honda's right to assert any warranty and indemnity claims against
the Debtors relating to parts, components or systems manufactured
prior to the Sale Closing Date in the Radar System Business and
sold to Honda is expressly preserved to the extent the liability
for the warranty and indemnity claims has not been assumed by
Autoliv ASP, Inc., pursuant to the Asset Sale Agreement.

Based upon inclusion of the mentioned language in the Revised
Proposed Order, Honda withdrew its objection to the Radar Systems
Business Sale Motion.

Judge Sontchi granted the Debtors' request, as modified.  The
Court approved the Revised Proposed Order submitted by the
Debtors.

                        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: Proposes $11 Mil. Settlement With IBM
---------------------------------------------------
Visteon Corp. and its units seek the Court's authority to enter
into a settlement agreement, dated January 27, 2010, with
International Business Machines Corporation.

In conjunction with their entry into the Settlement Agreement,
the Debtors also ask the Court for permission to:

  (a) assume an Information Technology Outsourcing Agreement,
      dated September 1, 2002; and

  (b) purchase certain assets from IBM pursuant to the
      Settlement Agreement.

The Debtors and IBM have operated since 2002 under an IBM
Contract, pursuant to which IBM provides comprehensive services
and resources to support the Debtors' global information
technology needs.  The IBM Contract specifically provides for
IBM's provision to the Debtors of services, which include (i)
application development and maintenance of numerous software and
computer systems used by the Debtors, (ii) mainframe services,
(iii) host servicing for all non-mainframe servers, (iv) network
services, and (v) IT administrative and support services.

"Indeed, given the expansiveness of services provided to Visteon
by IBM, any disruption in such services without a transition
period would render Visteon unable to use critical IT systems and
would likely require Visteon to shutdown operations," says Mark
M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware.

Since the execution of the IBM Contract more than seven years
ago, the Contract has been amended and restated about 38 times.
The Debtors have paid IBM more than $1.3 billion in the aggregate
under the IBM Contract, which payments comprise of amounts due to
IBM totaling more than $150 million annually.

During the pendency of their Chapter 11 cases, the Debtors relate
that they have actively addressed their IT needs with the
intention of securing a contract with clarified payment
mechanisms, improved economics, and service provisions better
matched to their post-emergence operations.  However, although
they were open to contracting with a new IT service provider, the
Debtors estimated that contracting with one or more service
providers in lieu of IBM would require the expenditure of an
additional $13.7 million and up to an additional 12 months for
completion of the requisite analysis and execution of necessary
agreements with the selected vendor or vendors.  In addition, the
Debtors note, the operational risks, including the risk of data
loss associated with moving to a new vendor, are substantial.

Accordingly, the Debtors determined it to be in the best interest
of their estates to maintain a going forward relationship with
IBM.

Nevertheless, the Debtors acknowledge that their relationship
with IBM has not been without dispute.  The Parties have had
certain ongoing disputes regarding the interpretation of certain
language in the IBM Contract concerning payable fees to IBM.
Specifically, disputes include those concerning (i) the Debtors'
invocation of a "Business Impacts" provision under the contract
allowing for the reduction of IBM fees in connection with reduced
Visteon demand for services; (ii) equitable adjustments to
certain fixed fee charges associated with IBM's management of the
delivery of services to the Debtors in the face of the Debtors'
reduced consumption of services; (iii) the Debtors' reduction in
their use of and payments for application development and
maintenance services; (iv) rates charged by IBM for certain
services provided via its primary subcontractor, (v) IBM's
performance of obligations to refresh the Debtors' network
environment, and (vi) the Debtors' centralized approach to
administering their contractual fee withhold remedy.

And as previously reported, IBM filed a motion seeking relief
from the automatic stay in December 2009 so it could exercise its
termination rights under the IBM Contract.  In the alternative,
IBM asked the Court to compel the Debtors to assume or reject the
IBM Contract within 10 days.  IBM also sought an immediate
payment from the Debtors of more than $6 million relating to
services allegedly provided under the IBM Contract for the
postpetition period through October 31, 2009, or, in the
alternative, a Court confirmation that IBM's claimed amount is an
administrative expense.

To resolve their dispute and the issues raised in IBM's Lift Stay
Motion, the Parties negotiated a Settlement Agreement, which
provides that:

  (a) The Debtors will assume the IBM Contract, as amended by
      the terms of the Settlement Agreement, and pay to IBM a
      cure, pursuant to Section 365 of the Bankruptcy Code, in
      the aggregate amount of $11,258,765 plus certain fees to
      be invoiced and paid in the ordinary course prior to the
      effective date of assumption.  The Cure Amount consists of
      $6,572,712 for prepetition claims and $4,686,053 for
      postpetition claims;

  (b) IBM will promptly cancel and withdraw certain disputed
      line items from the Debtors' invoices.  IBM agrees and
      acknowledges that none of the charges set forth in those
      invoice line items will be due or owing or subject to any
      future invoice or IBM demand for payment;

  (c) The Parties will amend the IBM Contract by eliminating
      certain services and clarifying and eliminating the
      disputed contractual language;

  (d) IBM will continue to provide certain services to the
      Debtors with clarified pricing, payment, and termination;

  (e) The Debtors will distribute a portion of the aggregate
      cure amount directly to, and will pay the previously
      disputed increased rates associated with services provided
      by, IBM's primary subcontractor for ADM Services, and IBM
      will pass-through appropriate amounts of those payments to
      that subcontractor;

  (f) IBM will withdraw or amend its proofs of claim numbered
      345, 2831, and 3197 in the Debtors' Chapter 11 cases,
      asserting claims in the aggregate amount of more than
      $28 million, and claims in connection with the IBM Contract
      will be deemed expunged as of the Closing Date of the
      Settlement Agreement;

  (g) Each Party will defend and indemnify the other Party, its
      affiliates, and its subcontractors from and against
      certain third-party claims and actions as set forth under
      the Settlement Agreement;

  (h) Each Party will release certain claims against the other
      Party related to the IBM Contract; and

  (i) The Debtors will acquire from IBM all right, title, and
      interest in and to certain IT equipment used by them
      but owned by IBM for an acquisition price of approximately
      $1.6 million.

In connection with the Settlement Agreement, the Debtors have
entered into an agreement with IBM's primary subcontractor for
ADM Services, effective concomitantly with approval of the
amended IBM Contract, under which a material amount in IBM fees
will be returned to the Debtors in the form of a credit.

The Debtors expect the Settlement with IBM to result in savings
with a value of more than $21 million on a going forward basis
through September 2012.

The Debtors further seek the Court's authority to file the
Settlement Agreement and IBM Contract under seal.  The Debtors
assert that the Settlement Agreement and the IBM Contract contain
information that the Parties, IBM in particular, regard as highly
sensitive and not subject to public disclosure.

                        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: Proposes to Sell AAC JV Assets for $3.1MM
-------------------------------------------------------
Visteon Corp. and its units intend to exit their interiors line
of business in the United States.  In connection with the
resourcing of certain of the Debtors' interior component
production under certain accommodation agreements, certain of the
Debtors' customers have indicated their intent to resource the
production of interiors components by Atlantic Automotive
Components, LLC -- a 70/30 joint venture between Visteon
Corporation and VIC Management LLC, an affiliate of Mayco
International, LLC.

As an alternative to liquidating the Atlantic Automotive JV prior
to or in connection with the planned resourcing, the Debtors have
agreed to pursue the sale of their interest in the Atlantic
Automotive JV to JVIC Manufacturing LLC, as purchaser.  JVIC is
also an affiliate of Mayco International.

Accordingly, pursuant to a purchase and sale agreement dated
January 28, 2010, Visteon Corp., Atlantic Automotive JV and JVIS
Manufacturing intend to enter into these contemplated
transactions:

  -- JVIS Manufacturing will purchase substantially all assets
     of Atlantic Automotive JV for $3.1 million;

  -- JVIS Manufacturing will assume substantially all of the
     liabilities of Atlantic Automotive JV;

  -- To facilitate the sale transition, the Debtors will assign
     certain contracts to JVIS Manufacturing as well as provide
     certain transition services and sourcing of certain parts,
     previously sourced to Atlantic Automotive JV, to JVIS
     Manufacturing;

  -- A $50,000 payment in exchange for the Debtors' assignment
     to JVIS Manufacturing of certain purchase orders and supply
     contracts entered into by Visteon Corp. related to the
     Atlantic Automotive JV production;

  -- A release from all obligations to the Atlantic Automotive
     JV related to accounts payable for goods delivered or
     services provided prior to the Petition Date, which
     obligations are estimated to equal about $3.9 million;

  -- Reimbursement of certain transition services to be provided
     to JVIS Manufacturing upon the request of JVIS;

  -- The resourcing of certain Atlantic Automotive JV business
     to a Visteon facility in Mexico.

A full-text copy of the Sale Agreement is available for free at:

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

                  The Member Payment Agreement

The Debtors also seek to enter into a Member Payment Agreement
with VIC Management, the other member of the Atlantic Automotive
JV.  The Member Payment Agreement accomplishes the second step in
the Debtors' exit from Atlantic Automotive JV, which is the
distribution of the remainder of Atlantic Automotive assets.

The salient terms of the Member Payment Agreement are:

  -- The Debtors will receive equipment with an estimated
     liquidation value of approximately $700,000 to $900,000 and
     cash in the amount of $2.95 million in satisfaction of the
     Atlantic Automotive Loans, which total $14 million; and

  -- VIC Management would receive $150,000 in cash in
     satisfaction of certain loans to Atlantic Automotive JV.

              Assumption & Assignment Procedures

Moreover, the Debtors believe that it is necessary to establish
an orderly and fair process (i) by which cure amounts related to
the assignment of executory contracts related to the Atlantic
Automotive JV business can be established, and (ii) by which
contract counterparties can request additional information
regarding adequate assurance of future performance.  The Debtors
thus propose these Assignment Procedures:

  (a) The Debtors are to serve, by February 1, 2010, a Cure
      Notice to each of the counterparties to a Transferred
      Visteon Executory Contract, notifying each Contract
      Counterparty of the Debtors' intent to assume and assign
      the applicable Transferred Visteon Executory Contracts and
      of the aggregate Cure Amount the Debtors believe is
      necessary to be paid to that Contract Counterparty in
      connection with that assumption and assignment.

  (b) Any Contract Counterparty seeking to (i) assert a Cure
      Amount based on defaults, conditions, or pecuniary losses
      under a Transferred Visteon Executory Contract different
      from that set forth on the Applicable Cure Notice, or (ii)
      object to the potential assumption and assignment on any
      other grounds, will be required to file and serve a
      written objection.

  (c) To be considered timely, a Cure Objection must be filed
      with the Bankruptcy Court no later than February 11, 2010.

  (d) If a Contract Counterparty timely files a Cure Objection
      alleging a Cure Amount other than the amount set forth on
      the Cure Notice, the relevant Transferred Visteon
      Executory Contracts will nevertheless be assumed and
      assigned to the Purchaser on the Closing Date, the Debtors
      will pay the undisputed portion of the Cure Amount on or
      as soon as reasonably practicable after the Closing Date,
      and the disputed portion of the Cure Amount will be
      determined and paid as reasonably practicable by the
      Debtors following resolution of that disputed Cure Amount.

  (e) Unless a Cure Objection opposing the assumption and
      assignment of a Transferred Visteon Executory Contract on
      a basis other than the proposed Cure Amount is timely
      filed by the Cure Objection Deadline, the Bankruptcy Court
      will enter an order authorizing or effecting the
      assumption and assignment of the applicable Transferred
      Visteon Executory Contract at the omnibus hearing
      scheduled for February 18, 2010.

  (f) Contract Counterparties that fail to file Cure Objections
      will be deemed to have waived and released any and all
      cure obligations, and will be forever barred and estopped
      from asserting or claiming against the Debtors, the
      Purchaser, or any other assignee of the relevant
      Transferred Visteon Executory Contract that any additional
      amounts are due or defaults exist, or prohibitions or
      conditions to assignment exist or must be satisfied, under
      that Transferred Visteon Executory Contract for the period
      prior to the assumption and assignment of that Transferred
      Visteon Executory Contract.

By this motion, the Debtors seek the Court's authority to enter
into the Sale Agreement with JVIS Manufacturing and the Member
Payment Agreement with VIC Management.  They also seek Court
permission to assume and assign related contracts to JVIS under
the parties' Sale Agreement.

At the Debtors' behest, Judge Sontchi will hear convene a hearing
on February 18, 2010, at 10:00 a.m. Eastern Time, to consider the
Sale Motion.  Objections from parties-in-interest are due no
later than February 11.

                        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: Seeks Approval of Van Buren Township Settlement
-------------------------------------------------------------
Visteon Corp. and its units ask the Court to approve a settlement
agreement by and among (i) Visteon Corporation and State Street
Bank and Trust Company of Connecticut, National Association, in
its capacity as trustee for the Oasis Holdings Statutory Trust, a
Connecticut statutory trust of which Visteon Corp. is the sole
beneficiary, on the one hand, and (ii) the Charter Township of
Van Buren, on the other hand.

The Debtors' corporate headquarters, located in the Van Buren
Township, encompasses a number of land parcels and nine
buildings, which are subject to property tax valuation and
assessment within the Township.

The Township assisted the Debtors in financing the construction
of a Visteon Village by issuing certain bonds supported by the
full faith and credit of the Township.  The Township primarily
relies on the property taxes it collects from the Debtors to
service the debt obligations owing on account of the Township
Bonds.

The Debtors relate that since the Petition Date, they have paid
the Township an amount equal to $2.95 million, comprised of the
principal amount of unpaid real estate tax bills that were due on
and after May 29, 2009 and unpaid 2009 real estate tax bills due
in February 2010.

For the purposes of computing real estate taxes, the Township
currently values the Visteon Village at approximately
$165 million.  Due to recent turmoil in the real estate market in
Michigan and throughout the United States, the Debtors believe
that the Visteon Village is worth substantially less than its
original value.

Accordingly, in September 2009, the Debtors began negotiations
with the Township to obtain a reduction of the assessed value of
the Visteon Village.  The Debtors informed the Township that they
would likely have to commence litigation against the Township if
the parties were unable to reach an agreement on a reduced tax
assessed value for the Visteon Village.  Subsequently, the
Township engaged appraisers to value the property and the parties
engaged in negotiations on the tax assessed value of the Visteon
Village.

The Debtors and the Township are also parties to certain
industrial facility tax agreements that provide the Debtors tax
abatements to locate their operations in the Township and to
satisfy certain other obligations.  As a result of economic
conditions, the Debtors have been unable to meet certain
obligations under the Tax Abatement Agreements in connection with
staffing levels at the Visteon Village, entitling the Township to
seek revocation of those Agreements.

Subsequent, the parties engaged in negotiation to resolve their
dispute and ultimately executed a settlement agreement on
January 25, 2010, which provides that:

  (a) Effective December 31, 2009, the Township will set the
      fair value of the Visteon Village at $60 million for real
      estate property tax purposes, resulting in a taxable and
      assessed value of the Visteon Village equal to
      $30 million;

  (b) On or before the effective date of the Debtors' plan of
      reorganization, the Debtors will pay the Township
      $2.2 million in cash;

  (c) The Township will file with the Court, and the Debtors
      will not object to, a proof of claim for a general
      unsecured claim for $9,831,427 against the Debtors for
      remaining amounts owing to the Township in connection with
      the Tax Abatement Agreements; provided that the Debtors
      will be permitted to reduce on a dollar-for-dollar basis
      the amount distributed, if any, pursuant to that general
      unsecured claim up to $2.2 million;

  (d) The Township agrees that the Debtors' good faith inability
      to meet their commitments in the Tax Abatement Agreements
      will not be a basis to void or cancel the Tax Abatement
      Agreements; and

  (e) To the extent that the property tax payments made with
      respect to the Visteon Village are inadequate to permit
      the Township to meet its payment obligations on the
      Township Bonds, the Debtors agree to negotiate with the
      Township in good faith to determine the amount of the
      shortfall with respect to those bonds and make a non-tax
      payment, payment in-lieu-of tax, to the Township to assist
      the Township in making timely payments on the Township
      Bonds.

The Debtors believe the Settlement Agreement represents a fair
and reasonable resolution of their dispute with the Township.
The Debtors expect to generate substantial future tax savings
from the approximately $100 million reduction in the assessable
value of the Visteon Village and the maintenance of the Tax
Abatement Agreements, which savings will over time exceed the
costs of the Settlement Agreement.

Moreover, the Debtors assert, entering into the Settlement
Agreement avoids potentially protracted and costly litigation
with the Township, with respect to which the result is uncertain.

                        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)


WABASH NATIONAL: BlackRock Discloses 7.54% Equity Stake
-------------------------------------------------------
BlackRock, Inc., disclosed that as of December 31, 2009, it may be
deemed to beneficially own 2,351,970 shares or roughly 7.54% of
the common stock of Wabash National Corp.

As reported by the Troubled Company Reporter, Wabash on July 17,
2009, entered into a Third Amended and Restated Loan and Security
Agreement, which was effective August 3, 2009, with Bank of
America, N.A., as a lender and as agent and the other lender
parties. The Credit Agreement has a maturity date of August 3,
2012.  The Amended Facility has a capacity of $100 million,
subject to a borrowing base, and borrowings outstanding totaled
$25.5 million at August 3, 2009.  The lenders waived certain
events of default that had occurred under the previous credit
facility and waived the right to receive default interest during
the time the events of default had continued.

At September 30, 2009, the Company's consolidated balance sheets
showed $240.5 million in total assets, $176.7 million in total
liabilities, $19.4 million in preferred stock, and $44.4 million
in shareholders' equity.  The Company reported current assets of
$88.4 million and current liabilities of $138.0 million at
September 30, 2009, resulting in a working capital deficit of
$49.6 million.

                     About Wabash National

Headquartered in Lafayette, Indiana, Wabash National Corporation
is one of the leading manufacturers of semi-trailers in North
America.  Established in 1985, the company specializes in the
design and production of dry freight vans, refrigerated vans,
flatbed trailers, drop deck trailers, dump trailers, truck bodies
and intermodal equipment.  Its innovative core products are sold
under the DuraPlate(R), ArcticLite(R), FreightPro(TM) Eagle(R) and
Benson(TM) brand names.  The company operates two wholly owned
subsidiaries; Transcraft (R) Corporation, a manufacturer of
flatbed, drop deck, dump trailers and truck bodies; and Wabash
National Trailer Centers, trailer service centers and retail
distributors of new and used trailers and aftermarket parts
throughout the U.S.


WARNER CHILCOTT: S&P Withdraws 'B+' Rating on $600 Mil. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it has withdrawn its
'B+' issue-level rating and '6' recovery rating on Warner Chilcott
Corp.'s $600 million of 8.75% senior subordinated notes due in
2015 following the company's redemption of outstanding
subordinated notes on Feb. 1, 2010.  The subordinated note
redemption followed a tender offer that expired on Jan. 14, 2010.

                           Rating List

                      Warner Chilcott Corp.

         Ratings Withdrawn           To             From
         -----------------           --             ----
         8.75% subordinated notes    NR             B+
         Recovery rating             NR             6


WASHINGTON MUTUAL: Equity Panel Wants Benesch as Del. Counsel
-------------------------------------------------------------
By this application, the Official Committee of Equity Security
Holders in Washington Mutual Inc.'s cases asks Judge Walrath to
authorize them to engage the services of Benesch, Friedlander,
Coplan & Aronof LLP, as its Delaware and conflicts counsel,
effective as of January 11, 2010.

According to Michael Willingham, chairman of the Equity
Committee, Benesch, with Benesch Friedlander's broad-based
experience in reorganization proceedings, the firm will be able
to represent, and perform services for, the Equity Committee in
connection with carrying out its fiduciary duties and
responsibilities under Section 1103(c) of the Bankruptcy Code.

As Delaware and conflicts counsel to the Equity Committee,
Benesch will charge these hourly rates for the services it is
contemplated to render:

    Professional                 Hourly Rate
    ------------                 -----------
    Partners                     $340 to $725
    Associates                   $230 to $360
    Paralegals                   $175 to $230
    Administrative Assistants    $115 to $120
    Document Clerks              $115 to $120

Benesch will also be reimbursed for necessary out-of-pocket
expenses it incurs or has incurred.

Bradford J. Sandler, Esq., at Benesch Friedlander Coplan &
Aronoff LLP, in Wilmington, Delaware, tells 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: Noteholders Appeal Rule 2019 Compliance Order
----------------------------------------------------------------
The Washington Mutual, Inc. Noteholders Group informed parties-
in-interest that it has taken an appeal to the U.S. District
Court for the District of Delaware of Judge Walrath's order
compelling the WaMu Noteholders Group to comply with Rule 2019(a)
of the Federal Rules of Bankruptcy Procedure at the behest of
JPMorgan Chase Bank, National Association.

JPMorgan, as purchaser of Washington Mutual Bank's assets,
previously insisted that the WaMu Noteholders Group must disclose
the amount of each of their claims, the dates on which the claims
were acquired, any related amount paid, and any subsequent
disposition that were not reflected in certain disclosures and
representations in the Debtors' Chapter 11 cases.  The WaMu
Noteholders Group countered that Bankruptcy Rule 2019 was only
intended to apply to "a body that purports to speak on behalf of
an entire class or broader group of stakeholders in a fiduciary
capacity with the power to bind the stakeholders that are members
of such a committee."

                     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 DESIGN: Court Approves $8.7 Million Sale Transaction
------------------------------------------------------------
Rick Desloge at St. Louis Business Journal reports that the St.
Louis federal court approved a $8.7 million sale transaction of
Whitney Design Inc. over objections from the U.S. Department of
Commerce to try to block the deal.  Officials have completed the
transfer of the company's assets to Household Essentials LLC to
avoid million of dollars in penalty tariffs.

Whitney Design Inc. imports and sells household goods, mainly
ironing boards, pads and covers and closet organizers.  The
company filed for Chapter 11 protection on November 21, 2010
(Bankr. E.D. Mo. Case No. 09-51928).  David A. Warfield, Esq., at
Thompson Coburn LLP, represents the Debtor.  In its petition, the
Debtor listed both assets and debts of between $1 million and
$10 million.


WASTEQUIP INC: Moody's Changes Default Rating to 'Caa2/LD'
----------------------------------------------------------
Moody's Investors Service changed the probability of default
rating of Wastequip Inc. to Caa2/LD from Caa2 and affirmed the
corporate family rating at Caa2.  The ratings outlook has been
revised to stable from negative.

The rating action follows the company's decision to change its
interest payment date on its mezzanine notes to April 15, 2010, in
accordance with the amended mezzanine notes, which Moody's defines
as a limited default.  Moody's definition of default captures all
missed or delayed interest or principal payments according to the
original terms of a credit agreement, even if an amendment has
been successfully executed to allow for the change in payment
date.  The "LD" designation has been temporarily assigned to the
PDR to denote that a limited default has occurred on the unrated
$212 million mezzanine debt.  The "LD" designation will be removed
in approximately three business days.  Moody's does not believe
that the assignment of the limited default will have any
implications on Wastequip's capital structure.

The stable outlook is a reflection of Wastequip's adequate
liquidity profile which is viewed as a near-term offset to
Wastequip's highly leveraged capital structure.  The stable
outlook is highly reliant on Wastequip's ability to maintain a
liquidity profile that benefits from high unrestricted cash
balances of over $80 million, positive cash flows and the
favorable terms in its amended debt agreements which support
financial covenant compliance over the long term.  Further, the
stable outlook reflects Moody's view that Wastequip's volume
declines appear to be stabilizing, at low levels, and that
earnings should begin to improve in 2010.

These ratings were changed:

* Probability of Default Rating to Caa2/LD from Caa2

These ratings were affirmed:

* Corporate Family Rating at Caa2;
* Senior secured revolving credit facility at B3 (LGD2/28%); and
* Senior secured term loan at B3 (LGD2/28%)

The last rating action was on December 17, 2009, when the
Corporate Family rating of Wastequip was downgraded to Caa2 from
Caa1.

Wastequip is the largest manufacturer of waste handling and
recycling equipment used to collect, process, and transport solid
and liquid waste in North America.  Revenues for the twelve months
ending September 30, 2009, exceeded $300 million.


WILLIAMS PARTNERS: Fitch Ups Issuer Default Rating From 'BB'
------------------------------------------------------------
Fitch Ratings has amended the release that went out on February 2,
2010; it has revised information in the first paragraph.

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 and William Partners Finance Corp.'s (who co-
issued the debt) outstanding debt to 'BBB-' from 'BB' and removed
them from Rating Watch Positive where they 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 and Williams Partners Finance Corp.'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 (NWP; 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.


WICK BUILDING: Founder Invests $2.5 Million Cash to Buy Unit
------------------------------------------------------------
Wisconsin State Journal reports that John F. Wick, founder of Wick
Building Systems Inc., made a $2.5 million cash offer to buy Wick
Buildings and keep it running, with all of its 220 employees.

Based in Mazomanie, Wisconsin, Wick Building System Inc. is a
manufacturer of modules for commercial and residential
construction.  Wick has three plants in Wisconsin.  The Company
filed for Chapter 11 on November 23, 2009 (Bankr. W.D. Wisc. Case
No. 09-17978).  The petition says assets and debts are $1,000,001
to $10,000,000.


WM BOLTHOUSE: S&P Downgrades Rating on New Senior Facility to 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its issue-
level rating and revised its recovery rating on Wm. Bolthouse
Farms Inc.'s proposed new first-lien senior secured credit
facility, which consists of a $55 million revolving credit
facility, due 2015, and a $550 million first lien term loan, due
2016.

S&P lowered the issue rating to 'B', the same as the corporate
credit rating on Bolthouse, from 'B+'.  S&P revised the recovery
rating to '3', indicating S&P's revised expectation for a
meaningful (50%-70%) recovery in the event of a payment default,
from '2'.

The ratings on Bolthouse's proposed new $175 million second-lien
senior-secured term loan facility, due 2016, remain unchanged.
The issue-level rating is 'CCC+', two notches lower than the
corporate credit rating, and the recovery rating is '6',
indicating S&P's expectation for negligible (0%-10%) recovery in
the event of a payment default.

"These rating revisions reflect an increase in the proposed size
of this new first-lien term loan to $550 million from the
previously proposed $500 million, and a corresponding decrease in
the proposed size of the new second-lien term loan to $175 million
from the previously proposed $225 million.  In addition, the
revolver has been reduced to $55 million, from the previously
proposed $65 million," said Standard & Poor's credit analyst lison
Sullivan.

The ratings on Bolthouse reflect its narrow focus on carrots and
super-premium natural beverage categories, its high debt leverage,
and its participation in the highly competitive vegetable,
beverage, and salad dressing industries.

                           Ratings List

                     Wm. Bolthouse Farms Inc.

    Corporate credit rating                         B/Stable/--

                         Ratings Lowered

                     Wm. Bolthouse Farms Inc.

           Proposed first-lien sr secd credit facility

                                                   To       From
                                                   --       ----
    $55 mil. revolving credit facility, due 2015   B        B+
      Recovery Rating                              3        2

                                                   To       From
                                                   --       ----
    $550 mil. first-lien term loan, due 2016.      B        B+
      Recovery Rating                              3        2


ZAYAT STABLES: Files Chapter 11 in New Jersey
---------------------------------------------
Zayat Stables LLC filed a Chapter 11 petition in Newark, New
Jersey (Bankr. D. N.J. Case No. 10-13130).

Bill Rochelle at Bloomberg News reports that Zayat blamed the
filing to a dispute with secured lender Fifth Third Bank, owed
more than $34 million, who was engaged in "predatory lending
practices" in connection with the debt, some of which matured as
early as August 2007.  The Cincinnati-based bank had filed suit
and was seeking the appointment of a receiver.

Hackensack, New Jersey-based Zayat Stables owns of 203
thoroughbred horses.  The horses, which are collateral for the
bank loan, are worth $37 million, according an appraisal mentioned
in a court paper.  Ahmed Zayat said in a court filing that he
personally invested $40 million in the business.

Keeneland Association Inc. is owed $2.4 million while $1.2 million
is owing to other creditors.  Ahmed Zayat guaranteed the bank debt
up to $38.7 million, according to a court filing.

According to the Bloomberg report, the Company intends to file a
reorganization plan "quickly" to pay creditors "over a reasonable
period of time."  The court paper said the bank "likely" will be
paid in full "on its secured claim to the extent recognized by the
Court."  The Company says it has counterclaims against the bank.


* Practical Law Company Launches PLC Law Department
---------------------------------------------------
Practical Law Company, Inc. continues to help effect change within
the legal industry with the launch of PLC Law Department, its
online, content-based service for US legal departments.

According to PLC Law Department Head Karen Sheehan, "In-house
lawyers are often called upon to advise their clients across a
wide range of practice areas.  In one day, they may find
themselves negotiating a lease, developing a social media policy
and handling a complex corporate transaction.  We created PLC Law
Department to give them access to a bank of knowledge that will
enable them to deliver guidance quickly, accurately and
affordably."

Known for years within legal circles for offering unique online
content in Europe and worldwide -- and recently cited as "one of
the most inventive legal-field operations in the nation" by ABA
Law Practice -- PLC Law Department extends PLC's arsenal of
unique, practical resources to U.S. legal departments and will
transform the way in-house counsel operate.  PLC launched its
first U.S. services for law firms with great success in January
2009.

"PLC is committed to helping legal professionals -- whether in
legal departments or law firms -- practice more efficiently,"
explains Jeroen Plink, CEO of PLC U.S.  "Our U.S. Law Department
service has been designed specifically for in-house counsel and
will enable law departments to improve efficiency, do more with
less and control costs."

PLC only hires attorneys with experience at the world's leading
law firms and legal departments. Building on this, PLC Law
Department has teamed up with a panel of more than 20 top law
firms that collaborate with PLC's attorney editors to produce and
maintain their resources.  Panel firms are recognized experts and
the go-to law firms in their respective practice areas.

"We are honored to be working with our prestigious panel firms to
meet the challenge of allowing our in-house clients to truly do
more with less," says Plink.  "Service providers must be willing
to change with the times and PLC Law Department is a great example
of what can be achieved when dedicated companies get together to
effect positive change in the marketplace."

An Alliance Partner of the Association of Corporate Counsel (ACC),
PLC is offering free trials of PLC Law Department to in-house
counsel.  The initial trial also includes a one-year subscription
to Practical Law The Journal, the print companion to PLC's online
services.

PLC's Panel Firms

-- Alston + Bird LLP (Tax)
-- Davis Polk & Wardwell LLP (Capital Markets)
-- Dorsey & Whitney LLP (Labor & Employment)
-- Drinker Biddle & Reath LLP (Intellectual Property & Technology)
-- Holland & Knight LLP (Environmental)
-- Howrey LLP (Antitrust)
-- Hughes Hubbard & Reed LLP (Alternative Dispute Resolution)
-- Jackson Lewis LLP (Labor & Employment)
-- Kelley Drye & Warren LLP (Commercial and Litigation)
-- Kirkland & Ellis LLP (Bankruptcy and Private Equity)
-- Latham & Watkins LLP (Capital Markets, Corporate Governance and
   Private Equity)
-- Littler Mendelson P.C. (Labor & Employment)
-- Loeb & Loeb LLP (Commercial, Intellectual Property &
   Technology)
-- Morrison & Foerster LLP (Capital Markets and Corporate
   Governance)
-- Ogletree, Deakins, Nash, Smoak & Stewart, P.C. (Labor &
   Employment)
-- O'Melveny & Myers LLP (Litigation)
-- Richards, Layton & Finger, P.A. (Business Entities and Real
   Estate)
-- Seyfarth Shaw LLP (Employee Benefits & Executive Compensation)
-- Simpson Thacher & Bartlett LLP (Capital Markets, Corporate
   Governance, Employee Benefits & Executive Compensation and
   Mergers & Acquisitions)
-- Sive, Paget & Riesel P.C. (Environmental)
-- Skadden, Arps, Slate, Meagher & Flom LLP (Employee Benefits &
   Executive
   Compensation, Environmental and IP & Technology)
-- Thompson Hine LLP (Intellectual Property & Technology)
-- Vinson & Elkins LLP (Labor & Employment)
-- Weil, Gotshal & Manges LLP (Antitrust, Bankruptcy, Corporate
   Governance, Litigation, Private Equity and Tax)
-- White & Case LLP (Alternative Dispute Resolution)

                 About Practical Law Company

Practical Law Company (PLC) is a leading provider of practical
know-how for business lawyers.  Started in the U.K. in 1990, PLC's
clients include approximately 85% of the UK's largest 500 law
firms; 70 of the AmLaw 100 firms; and over 1,700 legal departments
worldwide. PLC's recently launched U.S. services are created and
maintained by its team of editors with significant front-line
experience practicing at the world's leading law firms and
corporate legal departments.  PLC is a proud winner online:
www.practicallaw.com.


* BOOK REVIEW: Bankruptcy Investing: How to Profit from Dist. Cos.
------------------------------------------------------------------
Author:     Ben Branch and Hugh Ray
Publisher:  Beard Books
Paperback:  344 pages
List Price: $39.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587981211/internetbankrupt

The book Bankruptcy Investing: How to Profit from Distressed
Companies, is written by Ben Branch and Hugh Ray.

Corporate bankruptcies are at an all-time high, and this trend is
likely to continue. Bankruptcy Investing introduces investors to
the risky but lucrative opportunities to invest in the securities
of troubled companies.

Every area of this exciting field is described in complete detail.
Real-world examples illustrate the explanations. Companies in
distress may go through an informal or formal workout of problems,
or they may enter Chapter 11 or Chapter 7 bankruptcy.

The investment implications for the securities of firms in each of
these stages are considered in full. Everything the investor needs
to know is contained in this book. The authors show why it can be
smart to invest in troubled companies.

Whether you are a savvy investor or experienced fund manager (or
aspire to be one), Bankruptcy Investing introduces you to the
risky but lucrative opportunities for investing in the securities
of troubled companies.

This timely new book describes in detail the rules of the game and
how to apply them to pick the winners.

The authors, both experts in the legal and financial aspects of
bankruptcy investing, explain everything you need to know about
investing in distressed companies, including estimating bankruptcy
values, how to use timing to your advantage, quantitative
techniques to minimize risks, evaluating available data,
characteristics of various types of short-term and long-term debt
instruments, investment strategies, and sources of additional
information.

You'll fully understand all the implications of investing in the
securities of firms in all stages of financial distress--from
informal or formal workouts to Chapter 11 or Chapter 7 bankruptcy-
-as well as investing in both debt and equity securities.

Real-world examples illustrate how you can profit from investing
in troubled companies and what risks are incurred. An extensive
glossary defines legal, economic and financial terms.

Bankruptcy Investing translates the often-confusing lexicon of
bankruptcy into a profitable investment program that you can
implement immediately.

You too will discover an exciting way to find new investment
winners.

Two financial experts guide you through the risky but lucrative
investment opportunities available in troubled companies.

Whether your interests are informal or formal workouts, Chapter 11
or Chapter 7 bankruptcies, debt or equity securities, this book
will explain everything you need to know about investing in
distressed corporations.

Topics include estimating bankruptcy values, how to use timing to
your advantage, quantitative techniques to minimize risk,
evaluating available data, the characteristics of various types of
short-term and long-term debt instruments, and investment
strategies.



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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