TCR_Public/100209.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, February 9, 2010, Vol. 14, No. 39

                            Headlines


A&C INC: Files for Chapter 11 Bankruptcy
ACCURIDE CORP: Bankruptcy Judge Delays Reorganization Fight
AFFILIATED MEDIA: Files Prepackaged Plan of Reorganization
AIRGAS INC: Moody's Puts Ba1 Sr. Sub. Rating Under Review
ALFRED WILEY CLARK: Files Schedules of Assets and Liabilities

ALL AMERICAN: Has Until February 22 to File Schedules & Statement
AMERICAN CAPITAL: Taps Weil Gotshal for Restructuring Advice
AMERICAN INT'L: ILFC CEO Udvar-Hazy Retires; Plueger Assumes Post
ANAVERDE LLC: Can Auction Substantially All Assets on April 7
ANAVERDE LLC: Can Access $700,000 of DIP Lender's Cash Collateral

ANAVERDE LLC: Creditors Have Until April 6 to File Proofs of Claim
ANAVERDE LLC: Section 341(a) Meeting Scheduled for February 23
ANDERSON HOMES: Can Sell Certain Properties and Transfer Liens
APPLETON PAPERS: Inks First Supplement to Indenture with US Bank
ASARCO LLC: Parties Oppose Sterlite Plea for Reimbursement

ASARCO LLC: Plan Administrator Proposes Fee Procedures
ASARCO LLC: Settles Charges on RCRA Violations in Montana
ASHTON OAKS: Files for Chapter 11 Bankruptcy in Florida
ASPEN LAND: Consented to the Dismissal of Chapter 11 Case
ATRIUM CORP: U.S. Trustee Forms 4-Member Creditors Committee

ATRIUM CORP: Pursues Dual-Track Plan of Reorganization
AUTOBACS USA: Completes Bankruptcy Procedures
BERNIE'S AUDIO: Has Until February 12 to File Schedules
BLANCA ESTELA GAMA: Case Summary & 17 Largest Unsecured Creditors
BRUNDAGE-BONE: DIP Financing, Cash Collateral Use Get Interim Nod

CABI DOWNTOWN: Kaye Scholer and Bank Client Hit for Faulty Facts
CABI DOWNTOWN: Disclosure Statement Hearing on March 4
CARITAS HEALTH: Has Until May 3 to Propose Chapter 11 Plan
CATALYST PAPER: Defers Proposed Rights Offering
CATALYST PAPER: Steelhead Partners Reports 5.6% Stake

CATALYTIC SOLUTIONS: Fifth Third Grants Forbearance Until April 30
CHATSWORTH INDUSTRIAL: Claims Bar Date Set for March
CHATSWORTH INDUSTRIAL: Section 341(a) Meeting Set for Feb. 10
CHEMTURA CORP: $6.89 Million in Claims Change Hands
CHRYSLER LLC: To Assign Supply Contract with US Gov't to Fiat

CIRCUIT CITY: InterTAN Monitor to Distribute C$5,784,906
CIT GROUP: 4-Month Search Over as Ex-Merrill Chief Named CEO
CIT GROUP: Prepays $750MM of Debt; Contingent Value Rights Expire
CIT GROUP: Says U.S. Treasury Holds No Stake
CITADEL BROADCASTING: Sees April 30 Bankruptcy Exit

CITGO PETROLEUM: Loan Amendment Won't Affect Moody's 'Ba2' Rating
CMR MORTGAGE: Appointment of Ch. 11 Trustee Tentatively Denied
COACHMEN INDUSTRIES: Warns Investor Regarding Incorrect Results
COLUMBIAN PUBLISHING: Court Approves Plan of Reorganization
CROSS CANYON: Files Schedules of Assets & Liabilities

CROSS CANYON: Gets Interim Nod to Hire T&K as Bankr. Counsel
CROSS CANYON: Gets Interim Okay to Use Cash Collateral
ERICKSON RETIREMENT: Court Holds Pre-Trial Meet on Plan Outline
ERICKSON RETIREMENT: Lenders Back New Protocol for Claims Filing
EXELTECH AEROSPACE: Seeks Bankruptcy Protection in Canada

FAIR FINANCE: Faces Involuntary Bankruptcy in Ohio
FAIRFIELD RESIDENTIAL: Files Schedules of Assets and Liabilities
FAIRPOINT COMMS: Files Bankruptcy Exit Plan
FAIRPOINT COMMS: Enters Into Tentative Agreement With Unions
FAIRPOINT COMMS: Files Schedules of Assets & Liabilities

FAIRPOINT COMMS: Files Statement of Financial Affairs
FLEETWOOD ENTERPRISES: Sells Trademark to Heartland for $306,000
FORD MOTOR: BlackRock Reports 5.19% Equity Stake
FORD MOTOR: Reports 24% Sales Increase in January 2010
FRED HILL MATERIALS: Files for Chapter 11 Bankruptcy in Washington

FREESCALE SEMICONDUCTOR: Wants to Amend Terms of Sr. Sec. Facility
GENERAL GROWTH: Makes Distribution of 2009 Common Stock Dividend
GENERAL GROWTH: Carolina Place JV Has Extension of $155M Loan
GENERAL MOTORS: Employs Togut Segal as Conflicts Counsel
GENERAL MOTORS: Fee Examiner Proposes Stuart as Consultant

GENERAL MOTORS: Old GM's Contract Breach Suit vs. BMW
GENERAL MOTORS: Saturn Buyers Commence Class Suit vs. Old GM
GENERAL MOTORS: Revenue Depts. Object to Resolution Protocol
GENERAL MOTORS: May Contribute to Pensions Earlier Than Planned
GENERAL MOTORS: Total Sales Increase 14% in January 2010

GENERAL MOTORS: Won't Move Out of Renaissance Center
GMAC INC: Posts $10.3 Billion Net Loss for FY 2009
GMAC INC: Moody's Upgrades Senior Unsecured Rating to 'B3'
HARRISBURG, PENNSYLVANIA: Chapter 9 Filing Among Options
HARVEST OIL: Wants Solicitation Period for Cramdown Plan Extended

HAWAIIAN TELCOM: FTI Awarded $600,000 for April-September
HEARTLAND PUBLICATIONS: Lender Showdown On for Feb. 19
HEXION SPECIALTY: Panel Approves 2010 Incentive Compensation Plan
HEXION SPECIALTY: Inks Amended Credit Agreement With JPMorgan
HEXION SPECIALTY: Amends Terms of Senior Sec. Credit Facility

I & C PROPERTY: Has Until Today to File Schedules & Statement
INDUSTRY WEST: Files Schedules of Assets and Liabilities
ISACK ROSENBERG: Judge Clark Rejects Stipulation with Capital One
KORLEY SEARS: Case Summary & 5 Largest Unsecured Creditors
LBO CAPITAL: Posts $459,970 Net Loss in Q3 2009

LEHMAN BROTHERS: Examiner Files Sealed Report on Probe
LINEAR TECHNOLOGY: December Balance Sheet Upside-Down by $114MM
MCCLATCHY COMPANY: Fitch Raises Issuer Default Rating to CCC'
MESA AIR: AAR Corp. Has 6.3% Equity Stake
MGM MIRAGE: Asks Lenders to Extend Maturity of $5.55BB in Loans

MIG INC: Hearing on Exclusivity Termination This Week
NATURAL HEALTH: September 30 Balance Sheet Upside-Down by $579,000
NATURAL PRODUCTS: Files Chapter 11 Plan & Disclosure Statement
NORTEL NETWORK: Committee Wants to Expand Scope of J&C Services
NORTEL NETWORK: Cypress Questions Rejection of PLA

NORTEL NETWORK: Has Cash Balance of $5 Billion at January 2
NORTEL NETWORK: Proposes Deal With Velenio Holdings
OPTI CANADA: To Review Financial Results Today
OPTIONS MEDIA: Posts $1.2 Million Net Loss in Q3 2009
PARLUX FRAGRANCES: Incurs $5.4 Mil. Net Loss for December Quarter

PROFESSIONAL LAND: Files for Bankruptcy to Reorganize Finances
PROTECTIVE PRODUCTS: Files Schedules of Assets and Liabilities
READER'S DIGEST: Gets Nod for Emergency Funding to UK Unit
READER'S DIGEST: Sells $525 Mil. Notes to Refinance Loans
RESIDENTIAL CAPITAL: Moody's Keeps 'C' Senior Secured Bond Ratings

RRI ENERGY: Fitch Affirms Issuer Default Rating at 'B'
RUBICOR MEDICAL: Auction of Assets Set for on March 1
SALLY BEAUTY: December Balance Sheet Upside Down by $612 Mil.
SEVERSTAL COLUMBUS: S&P Assigns 'B' Corporate Credit Rating
SIX FLAGS: To Close Kentucky Kingdom Park in Louisville

SLM CORPORATION: Fitch Affirms Preferred Stock Rating at 'BB'
SPHERIS INC: Nonpayment of Interest Cues Moody's Rating Cut to 'D'
SPHERIS INC: Has Interim Permission for $7.5 Million Loan
SPRINGBOARD GROUP: Moody's Upgrades Corp. Family Rating to 'B1'
SPURLOCK LOGGING: Updated Case Summary & Creditors List

STALLION OILFIELD: S&P Assigns 'CCC+' Corporate Credit Rating
STANDARD PACIFIC: Approves Compensation Arrangement With Officers
STATE OF CALIFORNIA: CRG Tapped on $100MM Debt Restructuring
TACO DEL MAR: Gets Interim Okay to Use Cash Collateral
TACO DEL MAR: Section 341(a) Meeting Scheduled for March 3

TACO DEL MAR: U.S. Trustee Appoints 6 Members to Creditors Panel
TH PROPERTIES: Three Companies Bid for Upper Macungie Property
THORNBURG MORTGAGE: Credit Suisse Buying Servicing Business
TOUSA INC: 424 Additional Creditors Face Avoidance Suits
TOUSA INC: Committee's Lawsuit vs. Falcone Entities

TOUSA INC: Mediators for Adversary Proceedings Designated
UNIFI INC: Earns $2.0 Million for December Quarter
UNISYS CORP: December 31 Balance Sheet Upside-Down by $1.27-Bil.
US AIRWAYS: Blackrock Discloses 6.52% Equity Stake
VISTEON CORP: Ernst & Young Charges $2.67MM for Sept.-Nov.

VISTEON CORP: Liquidity Solutions Buys Claims
VISTEON CORP: To Lay Off 15 More Workers at ACH Facility
VISTEON CORP: Retirees to Appeal Termination of Benefits
WALKING COMPANY: Withdraws Bid to Close 40 Additional Stores
WALKING COMPANY: IP Suit on "It's Five O'Clock Somewhere!" Stayed

WALKING COMPANY: Proposes to Set March 3 as Claims Bar Date
WALKING COMPANY: Status Conference and Disclosure Statement Set
WEST FELICIANA: Updated Case Summary & Creditors List
WHITE ENERGY: Lenders Oppose Alternate Owner Plan
W.R. GRACE: Blackrock Discloses 5.15% Equity Stake

* Geithner Says U.S. Will 'Never' Lose Aaa Debt Rating
* Moody's Predicts 3.3% Junk Default Rate in December
* P/E Firms to Liquidate Funds Created During Financial Crisis

* Alvarez & Marsal Taxand Names Two Managing Directors in Chicago

* Large Companies With Insolvent Balance Sheets


                            *********


A&C INC: Files for Chapter 11 Bankruptcy
----------------------------------------
Ben Sutherly at Dayton Daily News says A&C Inc., doing business as
Asbury Trucking, filed for Chapter 11 protection in U.S.
Bankruptcy Court, listing total assets of $441,029 and total
liabilities of $948,526.  It listed taxable income of $72,387 in
2008.  A&C Inc. operates a trucking company.


ACCURIDE CORP: Bankruptcy Judge Delays Reorganization Fight
-----------------------------------------------------------
Steven Church at Bloomberg News reports that the Bankruptcy Court
granted shareholders of Accuride Corp. a week-long delay of the
Company's reorganization schedule to develop an alternative
turnaround plan built on a new $400 million loan.

According to the report, shareholders are trying to arrange the
loan at 11% to 12% interest to fund the Company's exit from
bankruptcy.  Robert Richards, Esq., a lawyer for shareholders,
referred to the potential loan as the "Goldman take-out," though
he later declined to say whether that was a reference to Goldman
Sachs Group Inc.

U.S. Bankruptcy Judge Brendan Linehan Shannon set Feb. 17 as the
new date when shareholders and the company will appear in court to
battle over which plan is better.

As reported by the TCR on Feb. 5, the Official Committee of Equity
Security Holders in Accuride's cases asked the Bankruptcy Court to
adjourn the February 10 hearing on the reorganization plan until
March 17, 2010.

                       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.


AFFILIATED MEDIA: Files Prepackaged Plan of Reorganization
----------------------------------------------------------
Affiliated Media, Inc., has filed with the U.S. Bankruptcy Court
for the District of Delaware its prepackaged Chapter 11 plan of
reorganization and disclosure statement.

Under the Plan, holders of administrative expense claims will
receive payment in full in cash of the unpaid portion of the
claim.  The senior loan non-principal claims will be allowed
administrative expense claims and will be payable in cash on the
effective date as part of the senior lender emergence payment.  It
is contemplated that payments on account of the items listed in
the definition of senior loan non-principal claims will be paid to
the administrative agent and the senior lenders during the
reorganization case, and the administrative agent and the senior
lenders will be entitled to retain all payments as allowed
administrative expense claims.

Professional compensation and reimbursement claims will be paid in
full, in cash, as are allowed by the Court in accordance with the
order relating to or allowing any such administrative expense
claim.

Priority Tax Claims, at the Debtor's election where applicable,
will be (a) paid in full, in cash, on, or as soon as reasonably
practicable after, the later of the effective date and the date on
which the claim becomes an allowed claim, in accordance with the
terms of any agreement between the Debtor and the holder, as may
be due and owing under applicable non-bankruptcy law, or in the
ordinary course of business; (b) be paid in cash in regular
installment payments; or (c) be paid in other amounts and in other
manner as may be determined by the Court to provide the holder
deferred cash payments having a value, as of the effective date,
equal to the allowed priority tax claim.

Class 1 - Priority Non-Tax Claims will be paid in full, either in
cash or through a different treatment as to which the Debtor and
the holder will agree.

Holders of Class 2 - Senior Loan Claims will receive on the
effective date its pro rata share, in the aggregate, of (a) the
term loan facility, (b) the senior lender common stock
distribution, and (c) the senior lender emergence payment.

Holders of Class 3 - Other Secured Claims will retain their legal
and equitable rights unaltered by the confirmation or consummation
of the Plan.  At the option of the Debtor, (a) the legal,
equitable, and contractual rights of the holder of the claim will
be reinstated, (b) any holder of the claim will be treated in
accordance with an agreement between the holder and the Debtor or
(c) the treatment applicable to each holder of the claim will be
disclosed in a filing with the Court no later than seven days
prior to the confirmation hearing.  Holders of this claim (i) to
the extent that the claim isn't due and owing on the effective
date, paid in full, in cash, on the effective date; (ii) to the
extent the claim isn't due and owing on the effective date, be
paid in full, in cash, in accordance with the terms of any
agreement between the Debtor and the holder, or as may be due and
owing under applicable non-bankruptcy law, or in the ordinary
course of business; or (iii) be treated on other terms and
conditions as are acceptable to the Debtor and the holder of the
Claim.

Holders of Class 4: General Unsecured Claims will retain legal and
equitable rights unaltered by the confirmation or consummation of
the Plan.

If sufficient votes accepting the Plan are received from the
holders of Class 5: Subordinated Note Claims, each holder of the
claim will be entitled to receive subordinated note warrants, and
each holder will receive its pro rata share of the subordinated
note warrants in full satisfaction, settlement, compromise,
release, and discharge of and in exchange for the remaining amount
of its subordinated note claim.  If sufficient votes accepting the
Plan aren't received from the holders of this claim, no holder
will be entitled to receive any distribution from the Debtor or
the estate on account of the subordinated note claims, which will
be discharged pursuant to the Plan.

Legal, equitable and contractual rights of the holders of Class 6:
Intercompany Claims will e reinstated or, with the consent of the
holders, may be adjusted, continued, or capitalized, either
directly or indirectly or in whole or in part.

Legal, equitable and contractual rights of the holders of the
Class 7: Securities Litigation Claims will be cancelled, and no
holder of the claim will be entitled to receive any distribution
from the Debtor or the estate.

Class 8: Old AMI Equity Interests will be cancelled as of the
effective date.

Copies of the Plan and disclosure statement are available for free
at:

       http://bankrupt.com/misc/AFFILIATED_MEDIA_ch11plan.pdf
       http://bankrupt.com/misc/AFFILIATED_MEDIA_ds.pdf

                      About Affiliated Media

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

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

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

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


AIRGAS INC: Moody's Puts Ba1 Sr. Sub. Rating Under Review
---------------------------------------------------------
Moody's Investors Service downgraded the ratings of Air Products
and Chemicals Inc.'s senior unsecured ratings to A3 from A2 and
its short-term ratings for commercial paper to Prime-2 from Prime-
1.  Additionally, Moody's placed the ratings of Airgas Inc. (Baa3
senior unsecured rating and Ba1 senior subordinate ratings) under
review, with direction uncertain.  The review of both companies'
debt was prompted by Air Products unsolicited all cash offer to
acquire Airgas for $60/share, for a transaction valued at roughly
$7 billion.  Air Products has obtained a bridge facility
sufficient to complete the transaction but has not disclosed its
long term financing plans.  This proposed transaction is subject
to both shareholder and US regulatory approvals.

The downgrade of Air Products' ratings reflects that this
transaction represents a shift in strategic and financial policies
at Air Products as indicated by the size of the proposed
transaction.  Furthermore, Air Products' weak positioning in the
A2 rating category due to the recent economic downturn, combined
with continued high levels of capital spending, which will limit
meaningful free cash flow generation and the significant cost and
management time required to successfully execute a hostile
takeover of Airgas, also contributed to the downgrade.

Air Products has stated that it may raise its offer for Airgas if
the company can demonstrate that additional value is warranted.
Under the terms of the proposed transaction Air Products would
acquire Airgas' stock for roughly $5.1 billion and assume
$1.9 billion of debt.  Air Products has not provided any detail
for its long-term financing for the proposed transaction.
However, its prior offers for Airgas, which were disclosed,
utilized a significant equity component and it has stated that it
is committed to an investment grade rating.  In Moody's opinion
financing for the transaction will likely depend on the final
transaction value and structure.

Airgas has noted in its initial response to Air Products that its
Board is evaluating the offer.  Additionally, Airgas noted its
rejection of prior offers was in part due to the large equity
component and substantial underperformance of Air Products' stock
relative to Airgas' stock.  Hence, this will limit Air Products'
ability to utilize it equity in any negotiated transaction with
Airgas.

The review of Air Products's ratings will focus on the final cost
of the proposed transaction, the terms of the financing; the
amount of equity to be used, if any, in financing the transaction;
the detail behind the estimated synergies of $250 million; and
potential asset sales required to secure U.S. regulatory approval.
Additionally, Moody's will examine the ability of the combined
company to generate free cash flow, after spending roughly
$350-400 million to extract synergies, as well as management's
willingness to reduce future capital spending to accelerate debt
reduction subsequent to the transaction.

Airgas' ratings have been placed under review, direction
uncertain, due to the lack of visibility on the ultimate financing
for the proposed transaction or any actions that Airgas may
undertake to rebuff Air Products' offers and provide a financial
alternative to its stockholders.  Airgas' review will focus on the
ultimate financial impact on the debtholders at Airgas, Inc. as a
result of the success or failure of the proposed acquisition.

Ratings downgraded and remaining under review for possible
downgrade:

Issuer: Air Products and Chemicals, Inc.

  -- Senior unsecured issuer rating to A3 from A2

  -- Senior unsecured notes, euro-notes and debentures to A3 from
     A2

  -- Senior unsecured short term debt to Prime-2 from Prime-1

  -- Senior unsecured self registration to (P)A3 from (P)A2

  -- Preferred stock self registration to (P)Baa2 from (P)Baa1

  -- Senior unsecured industrial revenue bonds and pollution
     control revenue bonds to A3/Prime-2 from A2/Prime-1

Ratings on review direction uncertain:

Issuer: Airgas, Inc.

  -- Senior unsecured issuer rating at Baa3
  -- Senior unsecured notes at Baa3
  -- Senior unsecured self registration at (P)Baa3
  -- Senior subordinate notes at Ba1

Moody's most recent announcement concerning the ratings for Air
Products was on August 18, 2009 when an A2 rating was assigned to
$400 million of senior unsecured notes issued by Air Products.
Moody's most recent announcement concerning the ratings for Airgas
was on September 8, 2009 when Baa3 rating was assigned to
$400 million of guaranteed unsecured notes.

Air Products and Chemicals, headquartered in Allentown, PA, is a
leading manufacturer and supplier of industrial, medical and
specialty gases and related equipment.  Air Products had sales of
$8.2 billion in the LTM ending December 31, 2009.

Airgas Inc., headquartered in Radnor, PA, is the largest
independent distributor of industrial, medical and specialty
gases and related equipment in North America.  Airgas reported
$4.2 billion in revenue for the LTM ending December 31, 2009.


ALFRED WILEY CLARK: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Alfred Wiley Clark and Janice Oglesby Clark filed with the U.S.
Bankruptcy Court for the Northern District of Alabama a summary of
their schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $4,997,500
  B. Personal Property            $4,266,172
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $3,623,448
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $37,502
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,010,102
                                 -----------      -----------
        TOTAL                     $9,263,672       $4,671,052

Wilsonville, Alabama-based Alfred Wiley Clark, aka Butch Clark,
and Janice Oglesby Clark filed for Chapter 11 bankruptcy
protection on January 14, 2010 (Bankr. N.D. Ala. Case No. 10-
00216).  Frederick Mott Garfield, Esq., at Sexton & Associates,
PC, assists the Debtors in their restructuring efforts.  The
Debtors listed $10,000,001 to $50,000,000 in assets and $1,000,001
to $10,000,000 in liabilities.


ALL AMERICAN: Has Until February 22 to File Schedules & Statement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
extended until February 22, 2010, All American Properties, Inc.'s
time to file its schedules of assets and liabilities, and
statement of financial affairs.

New York-based All American Properties, Inc., filed for Chapter 11
bankruptcy protection on January 14, 2010 (Bankr. M.D. Pa. Case
No. 10-00273).  The Company listed Robert E. Chernicoff, Esq., at
Cunningham and Chernicoff PC, in its restructuring efforts.  The
Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


AMERICAN CAPITAL: Taps Weil Gotshal for Restructuring Advice
------------------------------------------------------------
Tiffany Kary at Bloomberg News reports that American Capital Ltd.
spokeswoman Katie Wisecarver said last week the Company has hired
law firm Weil Gotshal & Manges LLP as it tries to win support for
an out-of-court restructuring or pre-packaged bankruptcy.

Bloomberg said American Capital listed Weil Gotshal and workout
firm Miller Buckfire & Co. as advisers in regulatory filings last
year.

American Capital is an investment firm with $12 billion in assets.
American Capital invests in so-called alternative assets such as
private equity buyouts and early stage companies.

Bloomberg says American Capital has an agreement with lenders that
gives it until March 31 to win lender support for a proposed
restructuring.  If it doesn't get enough creditor support by then,
it won't necessarily file for bankruptcy, Ms. Wisecarver said,
according to the report.  The amendment could be extended again,
and the company could also be forced into bankruptcy at any time
by two groups of lenders who haven't agreed to support the plan,
she said.

Bloomberg relates according to Ms. Wisecarver, American Capital's
plan has the support of all holders of its $1.39 billion in
unsecured debt said.  The company still needs to win support from
two other groups of lenders.

Bloomberg says those groups include holders of $467.5 million of
its $548 million in public unsecured notes, and all holders of its
$415 million in private debt.

Bloomberg, citing regulatory filings, notes that as an inability
to borrow more money to fund investments began to hurt American
Capital's business in 2008, its flagging share price and net
losses led to default on $2.4 billion in debt as of Sept. 30.

Bloomberg says Miller Buckfire Managing Director Stuart Erickson
declined to comment.  Weil Gotshal spokeswoman Barbara Gillette
declined to immediately comment.  Weil was the lead law firm for
Lehman Brother Holdings Inc., the investment bank liquidating in
bankruptcy.

Bloomberg says if the company files a "prepackaged" reorganization
-- a Chapter 11 filing that has already won support from creditors
-- the agreement with lenders requires it to win U.S. bankruptcy
court approval by May 15, and exit court protection by May 31.

Bloomberg notes the company's $550 million of 6.85 percent senior
unsecured notes due in 2012 are quoted at 97 cents on the dollar
as of Feb. 3, according to Trace, the bond-price reporting system
of the Financial Industry Regulatory Authority. They traded at a
52-week high of 97.56 on Jan. 27, and reached a 52-week low of
31.38 on March 3.

                      About American Capital

American Capital Ltd., formerly American Capital Strategies, Ltd.,
is an equity firm and a global asset manager. The Company invests
in private equity, private debt, private real estate investments,
early and late-stage technology investments, special situation
investments and alternative asset funds managed by American
Capital and structured finance investments. It operates in two
segments: investment portfolio and alternative asset management
business. In August 2008, the Company announced that it completed
the sale of Contec Holdings, Ltd. to an affiliate of Bain Capital
Partners, LLC. In March 2009, the Company completed the
acquisition of the shares of its affiliate European Capital
Limited, which it did not already own. In April 2009, the Company
completed the combination of three portfolio companies within its
Financial Services Group to create Core Financial Group. In
October 2009, Grainger plc acquired Imperial Supplies, LLC from
American Capital, Ltd.

American Capital has $6,628,000,000 in assets against debts of
$4,738,000,000 as of June 30, 2009.

American Capital on November 20, 2009, entered into a Lock Up
Agreement with lenders holding approximately 95% of the loans
outstanding under its unsecured revolving line of credit
agreement, dated as of May 16, 2007, with Wachovia Bank, NA, as
administrative agent.  Pursuant to the Lock Up Agreement, American
Capital intends to enter into an out-of-court exchange of the
loans outstanding under its Credit Agreement and its private and
public unsecured notes.

In case it does not obtain support from 100% of lenders for the
debt-exchange, American Capital will file for Chapter 11 with a
prepackaged plan.  It is soliciting votes for the prepack plan
simultaneously with the exchange offering.


AMERICAN INT'L: ILFC CEO Udvar-Hazy Retires; Plueger Assumes Post
-----------------------------------------------------------------
Steven F. Udvar-Hazy will retire as director and chief executive
officer of American International Group's subsidiary,
International Lease Finance Corporation, effective February 5,
2010.

"On behalf of AIG, I would like to thank Steve for his tireless
service to ILFC," said Robert H. Benmosche, AIG President and
Chief Executive Officer.  "We are grateful for the work he has
done to continue ILFC's leadership in the industry."

The ILFC Board is considering the long-term management of ILFC,
and President John Plueger will succeed Mr. Udvar-Hazy as acting
CEO.

Mr. Benmosche said that AIG expects a smooth transition.  Mr.
Plueger has worked at ILFC for 23 years and has served as its
President and Chief Operating Officer since 1995.  In his current
role, Mr. Plueger has been responsible for organizing ILFC's
worldwide sales and marketing efforts, its relationships with the
major airframe and engine manufacturers, and all company support
for those activities.

Prior to joining ILFC, Mr. Plueger was a Certified Public
Accountant with Price Waterhouse and also held financial positions
with various companies.  Mr. Plueger received a Bachelor of Arts
degree from University of California Los Angeles.

Douglas M. Steenland, former president and chief executive officer
of Northwest Airlines Corporation, who became ILFC's non-executive
chairman in December 2009, will continue as non-executive
chairman. Mr. Steenland, who joined the ILFC board in September
2009, is also a member of the AIG board.

"ILFC and AIG are confident in the long term potential of ILFC as
a leader in its marketplace," Mr. Benmosche said.  "ILFC and AIG,
overseen by the special committee of ILFC's Board, have worked to
enhance ILFC'S long term potential, including its funding
requirements and to manage its portfolio in the best interests of
all ILFC constituencies.  We anticipate selling some ILFC assets
in the future, and we continue to review other options, including
accessing the capital markets through secured debt financing."
Mr. Hazy founded ILFC in 1973 with Leslie and Lou Gonda. AIG
acquired ILFC in 1990.

                            About ILFC

ILFC, headquartered in Los Angeles, California, is the
international market leader in the leasing and remarketing of
advanced technology commercial jet aircraft to airlines around the
world.  ILFC owns a portfolio consisting of more than 1,000 jet
aircraft.

                             About AIG

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

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

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


ANAVERDE LLC: Can Auction Substantially All Assets on April 7
-------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware approved Anaverde LLC's procedures for the
sale of substantially all of its assets.

The Court set March 31, 2010, at 12:00 p.m. (prevailing Eastern
Time as the deadline for submitting bids.

The auction will commence on April 7, 2010, at 10:00 a.m. (E.T.)

As reported in the Troubled Company Reporter on January 25, 2010,
the Debtor will sell the assets related to the second phase
of a larger residential development which includes 3,500
undeveloped lots and an adjacent development known as Chanar
planned for 157 single family home sites, to New Anaverde LLC --
the Stalking Horse Purchaser -- or the bidder with the highest or
best bid at the auction.

New Anaverde is under contract to buy the assets for a purchase
price of (i) $10,475,000; plus (ii) an amount equal to 12% per
annum, compounded annually, on $10,125,000 from December 24, 2009,
until $10,125,000 is disbursed to CADIM, but in no event more than
$948,699; plus (iii) CADIM's unreimbursed expenses of up to
$383,000; plus (iv) a right, payable in the future if at all, to
25% of the cash profits from sales of land included in the
project.

The Stalking Horse Purchaser's breakup fee will be the documented
actual reasonable out-of-pocket costs and expenses incurred by the
Stalking Horse Purchaser in connection with the negotiation,
documentation and implementation of the agreement and transactions
contemplated by it and all proceedings incident thereto, plus a
fee of $250,000.

The hearing to consider the sale motion will be on April 14, 2010,
at 10:30 a.m. (E.T.) at the U.S. District Court, 824 Market
Street, 5th Floor, Courtroom 4, Wilmington, Delaware.  Objections,
if any are due on April 9 at 12:00 p.m. (E.T.)

                          About Anaverde

San Francisco, California-based Anaverde LLC filed for Chapter 11
bankruptcy protection on January 15, 2010 (Bankr. D. Del. Case No.
10-10113).  Kevin Scott Mann, Esq., at Cross & Simon, LLC, assists
the Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


ANAVERDE LLC: Can Access $700,000 of DIP Lender's Cash Collateral
-----------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware, in a final order, authorized Anaverde LLC
to:

   -- obtain secured superpriority postpetition financing up to an
      aggregate principal amount of $700,000 from New Anaverde
      LLC; and

   -- grant adequate protection to the DIP lender.

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

As reported in the Troubled Company Reporter on January 27, 2010,
the Debtor will grant security interest, liens to New Anaverde to
secure obligations of the Debtor under and with respect to the DIP
Facility (i) a perfected lien upon the Debtor's assets, the ALM
Membership Interest and the Palmdale Membership Interest subject
to the lien of the Cadim Note, Inc. Loan, that is junior in
priority and payment to the lien of the Cadim Loan; (ii) a first
priority, perfected lien upon all of the Debtor's assets that
aren't otherwise encumbered by a validly perfected lien or
security interest and all of the Debtor's right, title and
interest in, to and under all proceeds of avoidance actions and
any rights Section 506(c) of the U.S. Bankruptcy Code; and (iii)
an allowed superpriority administrative expense claim having
priority over any or all administrative expenses.

The DIP facility will mature on May 1, 2010.  The DIP facility
will incur interest at 17% per annum, compounded monthly, but not
more than the maximum rate permitted under applicable law and will
be capitalized and added to the principal of the loan.  In the
event of default, the principal of the loan and any overdue
interest or other amount will bear interest at a rate of 19%,
which will be capitalized and added to the principal of the loan
during the period prior to the time Cadim has received an
aggregate amount in respect of the Cadim loan.

Anaverde Land Management, LLC, and Palmdale Land Investors,
comprising the sole members of the Debtor, have agreed to provide
the collateral to secure the loans under the DIP Credit Agreement.

Messrs. Simon and Mann said that the Debtors will also use the
cash collateral to provide additional liquidity.

San Francisco, California-based Anaverde LLC filed for Chapter 11
bankruptcy protection on January 15, 2010 (Bankr. D. Del. Case No.
10-10113).  Kevin Scott Mann, Esq., at Cross & Simon, LLC, assists
the Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


ANAVERDE LLC: Creditors Have Until April 6 to File Proofs of Claim
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware established
April 6, 2010, at 4:00 p.m. (prevailing Eastern Time) as the
deadline for any individual or entity to file proofs of claim
against Anaverde LLC.

The Court also set July 14, 2010, at 4:00 p.m. (prevailing Eastern
Time) as the governmental unit bar date.

San Francisco, California-based Anaverde LLC filed for Chapter 11
bankruptcy protection on January 15, 2010 (Bankr. D. Del. Case No.
10-10113).  Kevin Scott Mann, Esq., at Cross & Simon, LLC, assists
the Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


ANAVERDE LLC: Section 341(a) Meeting Scheduled for February 23
--------------------------------------------------------------
Roberta A. DeAngelis, the Acting U.S. Trustee for Region 3, will
convene a meeting of creditors in Anaverde LLC's Chapter 11 case
on February 23, 2010, at 2:00 p.m.  The meeting will be held at J.
Caleb Boggs Federal Building, 5th Floor, Room 5209, Wilmington,
Delaware.

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

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

San Francisco, California-based Anaverde LLC filed for Chapter 11
bankruptcy protection on January 15, 2010 (Bankr. D. Del. Case No.
10-10113).  Kevin Scott Mann, Esq., at Cross & Simon, LLC, assists
the Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


ANDERSON HOMES: Can Sell Certain Properties and Transfer Liens
--------------------------------------------------------------
The Hon. Stephani w. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina authorized Anderson Homes,
Inc. and its debtor-affiliates to:

   a. sell certain properties pursuant to Section 363 of the
      Bankruptcy Code;

   a. transfer all liens, claims or interests of any creditor or
      other party-in-interest to the sale proceeds; and

   b. pay certain closing costs, including broker's commissions
      from the sale proceeds.

In conjunction with the acquisition and development of the sale
properties, the Debtors arranged financing with a number of
lenders, each of whom hold deeds of trust to secure the funds
advanced to complete the improvements.  The construction lenders
holding liens on certain sale properties are:

   a. Bank of America
   b. Capital Bank
   c. KeySource Bankruptcy
   d. Paragon Commercial Bank
   e. RBC Centura Bank
   f. Regions Bank
   g. Wachovia Bank

Other secured creditors that hold deeds of trust on certain sale
properties are:

   a. James D. Goldston and William Goldston
   b. Stock Building Supply, Inc.

                    About Anderson Homes, Inc.

Headquartered in Raleigh, North Carolina, Anderson Homes, Inc., et
al., are engaged in the development, construction and sale of
residential properties in the form of single-family homes,
townhomes and condominiums.  Said properties are held for sale to
the public and constitute the Debtors' inventory, which the
Debtors sell in the ordinary course of business.  The Debtors own,
construct improvements on, and sell (i) single-family houses and
townhomes in subdivisions known and referred to as Edgewater,
Bridgewater, Bridgewater West, Cobblestone, Haw Village,
Ridgefield, Amberlynn Valley, Cane Creek, Muirfield Village, Pine
Valley, Quail Meadows, Thornton Commons Place, Willow Ridge,
Creekside at Landon Farms, Keystone Crossing, Sterling Ridge,
Jeffries Creek, Briar Chapel, and Villas at Forest Hills, and (ii)
condominiums known as Blount Street Commons.

Anderson Homes and its units filed for Chapter 11 on March 16,
2009 (Bankr. E.D. N.C. Lead Case No. 09-02062).  Gerald A.
Jeutter, Jr., Esq., and John A. Northen, Esq., at Northen Blue,
LLP, represent the Debtors in their restructuring effort.  At the
time of the filing, Anderson Homes said it had total assets of
$17,190,001 and total debts of $13,742,840.


APPLETON PAPERS: Inks First Supplement to Indenture with US Bank
----------------------------------------------------------------
Appleton Papers Inc., the guarantor parties, and U.S. Bank
National Association, as trustee, on January 29, 2010, entered
into a first supplemental indenture to the indenture, dated as of
September 30, 2009, relating to the Company's 11.25% Second Lien
Notes due 2015.

The First Supplemental Indenture amends the Indenture to permit:

     (i) the Appleton Papers Retirement Savings and Employee Stock
         Ownership Plan to own less than 50% of Paperweight
         Development Corp. -- Appleton's parent company -- without
         triggering a requirement on the part of the Company to
         make an offer to repurchase the Notes pursuant to the
         Indenture; and

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

A full-text copy of the First Supplemental Indenture is available
at no charge at http://ResearchArchives.com/t/s?50d2

                       About Appleton Papers

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

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

                            *    *    *

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


ASARCO LLC: Parties Oppose Sterlite Plea for Reimbursement
----------------------------------------------------------
Sterlite (USA), Inc., and Sterlite Industries (India) Ltd. ask
the Bankruptcy Court, pursuant to Sections 105(a), 503(b)(3)(D)
and 503(b)(4) of the Bankruptcy Code, to allow:

  (1) the return of the $50 million First Letter of Credit
      issued in favor of ASARCO LLC;

  (2) the release of claims, if any, under the original and new
      purchase and sale agreements between ASARCO and Sterlite;
      and

  (3) the reimbursement of compensation for professional
      services rendered and expenses incurred in connection with
      the services performed by Shearman & Sterling LLP, counsel
      to the Sterlite, from March 26, 2008, through November 23,
      2009.

Sterlite said in a recent court filing that it is seeking the
reimbursement of:

  (i) $6,103,573 in fees for 9,735 hours of services rendered,
      and

(ii) out-of-pocket expenses amounting to $315,781.

                          Objections

A. ASARCO

On behalf of ASARCO LLC, Charles A. Beckham, Jr., Esq., at Haynes
and Boone, LLP, in Houston, Texas, argues that Sterlite is not
entitled to its "substantial contribution" request given that it
(1) brazenly breached the Original Sterlite PSA, (2) rebid its
contract to purchase the same assets but also sought to obtain
release from its breach of contract liability for less than 50%
of the purchase price it had agreed to pay in the Original
Sterlite PSA, and (3) left another year of costly bankruptcy
proceedings in its wake.

"If anything," Mr. Beckham says, "Sterlite's participation in
this case, and in particular its last-minute refusal to close
under the Original Sterlite PSA, substantially retarded the
progress of ASARCO's reorganization and imposed massive costs on
the process."

Sterlite's participation does not meet either the statutory or
applicable case law standards for establishing a right to recover
its administrative expenses, Mr. Beckham insists.

As the Court previously has recognized, Mr. Beckham argues that
the increasing economics of both the Debtors' and the Parent's
successive plan iterations were driven by many factors --
paramount among them was the fortuitous and gradual but
substantial rise in copper prices that occurred over the course
of the ASARCO LLC's Chapter 11 case and specifically during the
2009 plan negotiation and confirmation process.  "That factor was
the key factor in propelling the Parent toward the willingness to
fund a full payment plan," he insists.

Even if the Court were to find that Sterlite has made a
"substantial contribution" in the Debtors' bankruptcy cases,
ASARCO objects to the relief requested as inappropriate and
incapable of being granted under Section 503(b)(3)(D) of the
Bankruptcy Code.

B. U.S. Trustee

Charles F. McVay, the U.S. Trustee for Region 7, contends that
the Sterlite Entities failed to satisfy their burden of
establishing a "substantial contribution" under Section 503(b)
and thus, are not entitled to reasonable compensation for legal
services or reimbursement of actual and necessary expenses for
their activities in the Debtors' bankruptcy case.  Hence, he
insists, Sterlite's request should be denied in its entirety.

Although legal authority exists for the proposition that an
unsuccessful plan may constitute a substantial contribution if it
results in an improved offer from a successful plan proponent,
Mr. McVay asserts that the confirmation of the Parent Plan does
not justify finding substantial contribution by the Sterlite
Entities.  He emphasizes that "the Debtors were the primary
proponents of the plans competing with the Parent's plans," and
the Sterlite Entities' efforts to get a plan confirmed are
largely duplicative of efforts made by the Debtors and other
parties supporting the Debtors' plan.

Mr. McVay adds that the Sterlite Entities did not engage in any
extraordinary activities in the pursuit of plan confirmation.
"[E]xpected and routine activities relating to a purchaser's
efforts acquire assets under [a purchase and sale agreement] do
not constitute a substantial contribution to the reorganization."

                         About ASARCO LLC

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

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

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

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


ASARCO LLC: Plan Administrator Proposes Fee Procedures
------------------------------------------------------
Mark A. Roberts, Asarco LLC's Plan Administrator, asks the Court
to establish deadlines and uniform procedures to govern motions
for postpetition interest and attorney's fees, compliance with
Rule 2019 of the Federal Rules of Bankruptcy Procedure, and other
related matters.

The Confirmed Plan of Reorganization for ASARCO LLC and its
debtor affiliates was declared effective on December 9, 2009.
Consequently, the deadline for claimants to file motions under
Section 4.4 of the Plan was January 8, 2010.  To date, eight
Section 4.4 requests have been filed by certain creditors.  The
requests seek additional postpetition interest and attorney's
fees.

The Section 4.4 Motions involve certain common questions of law
and fact and should be addressed in a consolidated manner to
avoid varying results and promote judicial efficiency, Dion W.
Hayes, Esq., at McGuirewoods LLP, in Richmond, Virginia, asserts.
He discloses that certain of the requesting creditors
unilaterally set certain of the Section 4.4 Motions for hearing,
and certain of the requests have response deadlines approaching.

Mr. Hayes also relates that certain of the Section 4.4 Motions
appear to have been filed by entities that bought hundreds, if
not thousands, of claims or by counsel representing multiple
claimants.  None of the requesting creditors, with multiple
claims or the counsel representing multiple claimants, have
complied with Bankruptcy Rule 2019 by filing a "Rule 2019
Statement," according to Mr. Hayes.  Hence, the Plan
Administrator seeks a Court order that requires the creditors and
their counsel to comply with the provisions of Rule 2019 as a
precondition to prosecuting the Section 4.4 Motions.

To streamline and consolidate the Court's consideration of the
Section 4.4 Motions, which involve more than 6,000 claims, the
Plan Administrator specifically asks the Court to set:

  (i) certain guidelines, deadlines, and a hearing date for the
      Section 4.4 Motions; and

(ii) a deadline for compliance with Rule 2019.

The Plan Administrator proposes these schedules:

  -- The Plan Administrator and Reorganized ASARCO must file any
     preliminary objections to the Section 4.4 Motions by
     February 23, 2010;

  -- Any Movant or Objector may serve on each other
     interrogatories, requests for production of documents and
     requests for admission in connection with the applicable
     Section 4.4 Motion by March 8, 2010;

  -- The Movants and Objectors will serve their responses,
     admissions and objections to each timely Discovery Request
     by April 7, 2010, after being served with the Discovery
     Request;

  -- On or before April 14, 2010, the Movants and Objectors will
     file and serve a list of all witnesses, whose testimony the
     party anticipates presenting at the hearing on the
     applicable Section 4.4 Motion, together with a brief
     statement of the subjects on which each listed witness is
     expected to testify;

  -- By April 21, 2010, the relevant Movants and Objectors will
     exchange among themselves their respective lists
     identifying the witnesses or entities, whose depositions
     they seek to take in connection with the applicable
     hearings on the Section 4.4 Motions;

  -- Promptly after the exchange of Deposition Witness Lists,
     the relevant Movants and Objectors will meet and confer and
     use their best efforts to reach agreement on the date,
     time, and place at which the deposition of each person or
     entity identified in the Deposition Witness Lists will be
     held.  Unless extended by the Court on good cause shown or
     by agreement of the Objectors or the Movants, all
     Depositions must be completed by May 21, 2010;

  -- The Objectors may, but are not required to, file a final
     objection to any of the Section 4.4 Motions on or before
     June 21, 2010, unless the Preliminary Objection is
     withdrawn or the Objector is otherwise excused from
     complying with the Final Objection Deadline by the Court,
     after a showing of good cause; and

  -- The Court will hold an evidentiary hearing on the Section
     4.4 Motions on June 28, 2010.

                           Responses

A. Certain Holders

Certain holders of general unsecured claims inform the Court that
they do not oppose granting the Plan Administrator an appropriate
amount of additional time to respond to the Section 4.4. Motions,
so that either (i) a consensual resolution can be reached, or
(ii) the Plan Administrator can respond to the assertions in the
Section 4.4 Motions.  Moreover, the Claim Holders agree with the
Plan Administrator that the appropriate rate of interest to be
paid to unsecured creditors must be determined by consideration
of the facts and circumstances of the Debtors' bankruptcy cases.

The Claim Holders, however, contend that the drawn-out discovery
process proposed by the Plan Administrator is unnecessary, and
appears to be designed as an "over the top litigation tool" to
make it more costly for the requesting creditors to have their
day in Court on the interest rate issue.

The Claim Holders insist that the Plan Administrator has been
given every relevant document that includes every relevant
discoverable piece of information that they have within their
control with respect to the underlying claims.  "With respect to
the Holders' unsecured claims, there is simply nothing to be
gained by a discovery process," Eric J. Taube, Esq., at Brown
Rudnick and Hohmann, Taube & Summers, L.L.P., in Austin, Texas,
argues.  "This is not a confirmation hearing or an adversary
proceeding, or even a contested motion in which facts are
contested."

The Claim Holders assert that the Debtors' request is, for the
most part, entirely unnecessary, overbroad, and far too complex
for the narrow question presented.  The Holders thus ask the
Court to deny the request.

B. Certain Allowed Judgment Claimants

Certain holders of Allowed Workers Compensation Judgment Claims
represented by Garry Ferraris, Esq., a Tennessee workers
compensation attorney, tell the Court that they would show the
Court that Rule 2019(a) is not applicable to Mr. Ferraris or his
local counsel's representation of the Claimants.

Mr. Ferraris contends that the Claimants have not consolidated
their collection efforts in the Debtors' bankruptcy cases and are
represented by counsel, who is not required to submit proof of
his authority to act on their behalf.  He points out that neither
he nor the local counsel are non-attorney agents, attorneys in
fact or proxies under Rule 9010, but are instead licensed
attorneys governed by the rules of their states rather than by
the rules governing agents.

                         About ASARCO LLC

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

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

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

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


ASARCO LLC: Settles Charges on RCRA Violations in Montana
---------------------------------------------------------
ASARCO LLC or its predecessor conducted lead smelting and related
processes at ASARCO's facility in East Helena, Montana, since
1888.  ASARCO has been implementing Resource Conservation and
Recovery Act and Comprehensive Environmental Response,
Compensation and Liability Act remedial actions at the East
Helena Facility since the late 1980s.  In 2001, the East Helena
smelter was placed in "suspended operations" and was later
permanently closed.

The Montana Department of Environmental Quality has issued notice
of violations to ASARCO relating to the East Helena Facility.
The United States of America also asserted civil claims for
alleged prepetition violations of the RCRA at the Facility,
involving alleged illegal storage of hazardous waste.  ASARCO
contested those claims.  ASARCO subsequently entered into several
environmental settlements with the United States and other
agencies for the cleanup of the ASARCO mines.

As of the effective date of the Debtors' Plan of Reorganization,
ASARCO transferred ownership of, and all further operations, at
the East Helena Facility to the custodial trust established
pursuant to the Consent Decree and Settlement Agreement Regarding
the Montana Sites.

Subsequently, on January 20, 2010, the United States Attorney for
the District of Montana issued a declination letter to the United
States Environmental Protection Agency for Region 8 regarding the
East Helena RCRA Claims, noting a determination that a criminal
prosecution should not be pursued.

Under a settlement agreement, ASARCO and the United States have
agreed that:

  -- the United States will have an allowed general unsecured
     claim for a civil penalty amounting to $350,000, which
     will be paid in full with interest in accordance with
     ASARCO's Confirmed Plan;

  -- ASARCO will pay the civil penalty by FedWire Electronic
     Funds Transfer to the U.S. Department of Justice in
     accordance with written instructions to be provided to
     ASARCO by the Financial Litigation Unit of the U.S.
     Attorney's Office for the District of Montana; and

  -- ASARCO will not deduct any penalties paid under the
     Settlement Agreement in calculating its federal income tax.

ASARCO maintains that the Settlement:

  (i) resolves the East Helena RCRA Claims of the United States
      against ASARCO, including ASARCO in its reorganized form
      pursuant to the Plan;

(ii) in no way impairs the scope and effect of the Debtors'
      discharge under Section 1141 of the Bankruptcy Code as to
      any third parties or as to any claims that are not
      addressed by the Settlement Agreement; and

(iii) will satisfy any requirement for the United States to file
      any proof of claim for the East Helena RCRA Claims.

                         About ASARCO LLC

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

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

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

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


ASHTON OAKS: Files for Chapter 11 Bankruptcy in Florida
-------------------------------------------------------
Katlynn Lanham at The Fact reports that Ashton Oaks filed for
Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the Middle
District of Florida to enable the Company to put off its mortgage
payments and dedicate the money to improving the property.

Ms. Lanham says the Company must obtain court approval to use cash
collateral.  The money will be used to meet city code and fire
ordinances.

Ashton Oaks owns an apartment complex.


ASPEN LAND: Consented to the Dismissal of Chapter 11 Case
---------------------------------------------------------
The Hon. Howard R. Tallman of the U.S. Bankruptcy Court for the
District of Colorado approved the dismissal of Aspen Land Fund II
LLC's Chapter 11 case.

As reported in the Troubled Company Reporter on January 25, 2010,
Alpine Bank, a senior secured lender, asked the Court to dismiss
the Debtor's bankruptcy proceeding relating that:

   -- there is no likelihood of rehabilitation; and

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

The Debtor consented to the dismissal of the case.

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


ATRIUM CORP: U.S. Trustee Forms 4-Member Creditors Committee
------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
members to the official committee of unsecured creditors in the
Chapter 11 cases of Atrium Corporation and its debtor-affiliates.

The Creditors Committee members are:

1. U.S. Bank National Association as Indenture Trustee for 11.0%
   Senior Subordinated Notes due 2012
   Attn: Sandra Spivey
   2300 W. Sahara Ave., Ste. 200
   Las Vegas, NV 89102
   Tel: (702) 251-1656
   Fax: (702) 251-1657

2. Ryder Truck Rental, Inc.
   Attn: Kevin P. Sauntry
   6000 Windward Pkwy.
   Alpharetta, GA 30005
   Tel: (770) 569-6511
   Fax: (770) 569-6712

3. Corporate Property Associates 14, Inc.
   c/o W.P. Carey & Co., LLC
   Attn: Nicholas Isham
   50 Rockefeller Plaza
   New York, NY 10020
   Tel: (212) 492-1100

4. Tower-Square Capital Partners II, LP
   c/o Babson Capital Management
   Attn: Steven J. Katz
   1500 Main St., Ste. 2800
   Springfield, MA 01115
   Tel: (413) 226-1059
   Fax: (413) 226-2059

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.

Headquartered in Dallas, Texas, Atrium Corporation --
http://www.atrium.com/-- is a manufacturer and supplier of
residential windows and doors in North America.  The company has
5,100 employees and 63 manufacturing facilities and distribution
centers in 21 U.S. states, Canada and Mexico.

Atrium Corporation and various affiliates filed for Chapter 11
bankruptcy protection on January 20, 2010 (Bankr. D. Del. Case No.
10-10150).  Richard M. Cieri, Esq.; Joshua A. Sussberg, Esq.; and
Brian E. Schartz, Esq., at Kirkland & Ellis LLP, and Dominic E.
Pacitti, Esq.; and Michael W. Yurkewicz, Esq., at Klehr Harrison
Harvey Branzburg LLP, assist the Debtors in their restructuring
efforts.  Deloitte Financial Advisory Services LLP is the Debtors'
financial advisor.  Moelis & Company is the Debtors' investment
banker.  Goodmans LLP is the Debtors' Canadian counsel.  Garden
City Group Inc. is the Debtors' claims agent.

As of December 31, 2009, the Debtors listed $655.9 million in
consolidated debts, but didn't state their consolidated assets.

Atrium Corp.'s petition says assets are up to $500,000 while debts
range from $100 million to $500 million.


ATRIUM CORP: Pursues Dual-Track Plan of Reorganization
------------------------------------------------------
Atrium Corp. and its units filed with U.S. Bankruptcy Court for
the District of Delaware their joint plan of reorganization and
disclosure statement.

According to the disclosure statement, the Plan provides for the
reorganization of the Debtors as a going concern and is based on a
settlement among the Debtors, the Senior Secured Agent and the Ad
Hoc Group of Senior Secured Lenders.  Among other things, the Plan
contemplates one of two restructuring alternatives:

   * New Value Alternative.  This restructuring option
     contemplates an equity investment from Kenner & Company,
     Inc., the Debtors' current equity sponsor, and certain other
     potential investors, of $125,000,000, in exchange for 92.5%
     of Reorganized Atrium's New Common Stock (subject to dilution
     on account of the Management Equity Incentive Plan), which
     will be applied to the distribution to the Holders of Senior
     Secured Claims.  The New Value Alternative further
     contemplates that Reorganized Atrium will obtain new secured
     loans in an aggregate amount equal to at least $250,000,000,
     the proceeds of which will be applied to satisfy the Claims
     of Holders of Senior Secured Claims.  For the New Value
     Alternative to be implemented, valid and binding commitments
     to provide the equity investment and new secured loans must
     be delivered to and approved by the Senior Secured Agent and
     the Ad Hoc Group of Senior Secured Lender within 45 days of
     the Petition Date.

   * Stand-Alone Alternative. If these commitments are not
     delivered to or approved by the Senior Secured Agent and the
     Ad Hoc Group of Senior Secured Lenders by the New Value
     Alternative Deadline, the Plan provides for implementation of
     the Stand-Alone Alternative, which contemplates that Holders
     of Senior Secured Claims will receive, on a Pro Rata basis, a
     share of (a) a new first-priority senior secured term loan
     totaling $200,000,000 and (b) 98% of Reorganized Atrium's
     New Common Stock (subject to dilution on account of the
     Management Equity Incentive Plan).

Notably, the New Value Alternative - and its contemplated
investment from Kenner - is subject in all respects to higher and
better offers.  Indeed, the Debtors' proposed financial advisor
and investment banker, Moelis & Company, LLC, has already started
an open and thorough marketing process to ensure that the value
of the Debtors' estates is maximized for the benefit of all
stakeholders.

In connection with the New Value Alternative, Holders of 11.0%
Senior Subordinated Notes Claims will receive a Pro Rata share of
2.5% of Reorganized Atrium's New Common Stock and Holders of 15.0%
Senior Subordinated Notes Claims will receive a Pro Rata share of
5.0% of Reorganized Atrium's New Common Stock.  If the Stand-Alone
Alternative is implemented, Holders of 11.0% Senior Subordinated
Notes Claims and Holders of 15.0% Senior Subordinated Notes Claims
will together receive a Pro Rata share of 2.0% of Reorganized
Atrium's New Common Stock.  Any distribution to Holders of Senior
Subordinated Notes Claims is contingent -- in either restructuring
scenario -- on (a) the Class of Holders of 11.0% Senior
Subordinated Notes and the Class of Holders of 15.0% Senior
Subordinated Notes voting to accept the Plan and (b) 100% of the
Holders of the 11.0% Senior Subordinated Notes Claims agreeing to
waive their Priority Rights under the Senior Subordinated Notes
Indenture.

In the event either or both of the foregoing conditions are not
satisfied, the recoveries otherwise to be afforded to Holders of
Senior Subordinated Notes Claims will be distributed to the
prepetition senior secured lenders.  The Plan further contemplates
that under either the New Value Alternative or the Stand-Alone
Alternative, holders of qualified unsecured trade claims will
receive payment in full in cash on account of such claims
following execution of a qualified vendor support agreement.
Moreover, holders of allowed general unsecured claims will receive
the lesser of (i) $0.04 on account of each dollar of the holder's
allowed general unsecured claim and (ii) on a Pro Rata basis, a
share of a $200,000 cash distribution.

Copies of the Plan and disclosure statement are available for free
at:

           http://bankrupt.com/misc/ATRIUM_ch11.pdf
           http://bankrupt.com/misc/ATRIUM_ds.pdf

                           About Atrium

Headquartered in Dallas, Texas, Atrium Corporation --
http://www.atrium.com/-- is a manufacturer and supplier of
residential windows and doors in North America.  The company has
5,100 employees and 63 manufacturing facilities and distribution
centers in 21 U.S. states, Canada and Mexico.

Atrium Corporation and various affiliates filed for Chapter 11
bankruptcy protection on January 20, 2010 (Bankr. D. Del. Case No.
10-10150).  Richard M. Cieri, Esq.; Joshua A. Sussberg, Esq.; and
Brian E. Schartz, Esq., at Kirkland & Ellis LLP, and Dominic E.
Pacitti, Esq.; and Michael W. Yurkewicz, Esq., at Klehr Harrison
Harvey Branzburg LLP, assist the Debtors in their restructuring
efforts.  Deloitte Financial Advisory Services LLP is the Debtors'
financial advisor.  Moelis & Company is the Debtors' investment
banker.  Goodmans LLP is the Debtors' Canadian counsel.  Garden
City Group Inc. is the Debtors' claims agent.

As of December 31, 2009, the Debtors listed $655.9 million in
consolidated debts, but didn't state their consolidated assets.

Atrium Corp.'s petition says assets are up to $500,000 while debts
range from $100 million to $500 million.


AUTOBACS USA: Completes Bankruptcy Procedures
---------------------------------------------
According to reporting by Gregory Turk at Bloomberg News, Autobacs
Seven Co. said its U.S. subsidiary completed bankruptcy
procedures.  The Japanese parent said in statement to the Tokyo
Stock Exchange that Autobacs U.S.A. was ordered to complete
bankruptcy procedures by a U.S. federal court.  The unit had
liabilities of $3.8 million as of December 2008.

Autobacs USA sells auto-part accessories.  The Debtor is a
subsidiary of Autobacs Seven Co. Ltd., auto-parts retailer of
Japan.

Autobacs U.S.A., Inc., filed for Chapter 11 on Feb. 4, 2009
(Bankr. C.D. Calif. Case No. 09-10898).  Marc J. Winthrop, Esq.,
at Winthrop Couchot Pofressional Corporation, represents the
Debtor in its Chapter 11 effort.  The petition says that assets
and debts are $1 million to $10 million.


BERNIE'S AUDIO: Has Until February 12 to File Schedules
-------------------------------------------------------
The Hon. Albert S. Dabrowski of the U.S. Bankruptcy Court for the
District of Connecticut extended until February 12, 2010, Bernie's
Audio Video TV Appliance Co., Inc.'s time to file its schedules of
assets and liabilities, and statement of financial affairs.

Enfield, Connecticut-based Bernie's Audio Video TV Appliance Co.,
Inc., operates 15 electronic appliance stores.  The Company filed
for Chapter 11 bankruptcy protection on January 14, 2010 (Bankr.
D. Conn. Case No. 10-20087).  Barry S. Feigenbaum, Esq., at Rogin
Nassau LLC, serves as attorney for the Debtor.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


BLANCA ESTELA GAMA: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Blanca Estela Gama
        1246 Karl Street
        San Jose, CA 95122

Bankruptcy Case No.: 10-50967

Chapter 11 Petition Date: January 31, 2010

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Drew Henwood, Esq.
                  Law Offices of Drew Henwood
                  41 Sutter St. #621
                  San Francisco, CA 94104
                  Tel: (415) 362-7412
                  Email: dfhenwood@aol.com

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

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

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

             http://bankrupt.com/misc/canb10-50967.pdf

The petition was signed by Blanca Estela Gama.


BRUNDAGE-BONE: DIP Financing, Cash Collateral Use Get Interim Nod
------------------------------------------------------------------
Brundage-Bone Concrete Pumping, Inc., and JLS Concrete Pumping,
Inc., sought and obtained interim authorization from the Hon. A.
Bruce Campbell of the U.S. Bankruptcy Court for the District of
Colorado to obtain postpetition secured financing from Wells Fargo
Bank, National Association, and use cash collateral.

David V. Wadsworth, Esq., at Sender & Wasserman, P.C., the
attorney for the Debtors, explained that the Debtors need the
money to fund their Chapter 11 case, pay suppliers and other
parties.  Mr. Wadsworth said that the Debtors will use the cash
collateral to provide additional liquidity.

The Debtors' prepetition operations were financed by Wells
Fargo, N.A., which contended that it holds a valid, perfected, and
enforceable lien in substantially all of the accounts of the
Debtors in existence on the Petition Date as more fully set forth
in the Debtors' agreements with Wells Fargo.

Wells Fargo's agreement to provide the Debtors with financing
expired on January 13, 2010.  Because the Debtors couldn't obtain
any further financing from Wells Fargo, they elected to utilize
the services of Commercial Financial Services 110 LLC (CFS) for
financing after the Petition Date.  After extensive good faith and
arm's-length negotiations with Commercial Finance Services 110
LLC, the Debtors were able to secure financing from an investment
firm.  CFS was willing to do a transaction either inside or
outside of Chapter 11 to restructure the Debtors and was willing
to provide financing on a non-priming basis to help finance the
transaction, if necessary.  CFS indicated a willingness to provide
the necessary funding to complete a financial restructuring under
Chapter 11 and act as a plan sponsor under a plan of
reorganization pursuant to which CFS would infuse sufficient
equity into the Debtors upon their reorganization in exchange for
the substantial majority of equity of the reorganized Debtors upon
consummation of the plan of reorganization (the Potential
Transaction).  CFS agreed to provide a junior debtor in possession
financing facility that will provide the Debtors with the
necessary funding to complete the Potential Transaction.

Various parties in interest objected to the Debtors' requested
approval of the CFS DIP Loan.  Wells Fargo opposed the CFS DIP
Loan in part on the basis that Wells Fargo would consent to the
Debtors' use of its cash collateral (with adequate protection) and
offer the Debtors' a DIP Loan facility, all on more favorable
terms than those proposed by CFS.  The Debtors then filed a Wells
Fargo financing motion, with a further revised proposed interim
budget (the Budget), seeking to withdraw their request for
approval of the CFS DIP Loan and seeking the Court's approval of
the Wells Fargo financing motion.

The DIP Lender committed to provide an interim DIP credit facility
convertible upon approval at the final hearing of up to a maximum
amount equal to the (i) excess availability set forth in the
Debtors' most recently delivered borrowing base certificate under
the existing credit agreement, and (ii) $1 million convertible
upon approval at the final hearing to a final facility.

Upon the satisfaction of all terms and conditions, the interim
facility will be deemed converted to the terms and conditions in
the final facility, which will continue to provide credit
facilities substantially on the terms governing the interim
facility, but with an increase in the maximum amount to reflect
the rollup of amounts due under the existing credit facility.  The
rollup will be binding on the Debtors but without prejudice to any
other party-in-interests' right to challenge the validity,
priority and extent of the bank's prepetition liens securing the
existing credit facility at any time before 90 days after the date
of the final hearing.

The interim facility will mature 45 days after the Petition Date,
while the final facility will mature 180 days after the Petition
Date.  The DIP facility will incur a fully-floating interest rate
equal to daily LIBOR, based on a one-month tranche, plus 4.5%.

The Debtors grant security interests and superpriority
administrative claims in favor of the Bank as security for their
performance of all their obligations under the interim and final
facilities: (a) first priority liens upon all of the Debtors'
prepetition and postpetition assets and the proceeds and products
thereof of the same character and category as are subject to the
existing prepetition security interests securing the Bank's
prepetition line of credit, letter of credit and overadvance
facilities; (b) a superpriority administrative claim; and (c) a
first priority lien against unencumbered assets of the Debtors;
and (d) a subordinate lien against all remaining  assets of the
Debtors.

Upon entry of the interim order, the Debtors will pay the DIP
Lender a fully-earned and non-refundable facility fee of $25,000.
Upon the entry of the final order, the Debtors will pay the DIP
Lender a fully-earned and non-refundable facility fee of $75,000.

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

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

Key Bank; RBS Asset Finance, Inc.; and Suntrust Equipment Finance
& Leasing Corporation objected to the Debtors' request for DIP
financing and cash collateral use.  The objections were withdrawn
or overruled.

Wells Fargo is represented by Holland & Hart LLP.

Key Bank is represented by Jonathan A. Braun.

RBS Asset Finance, Inc., is represented by Horowitz & Burnett,
P.C., and Bartlett Hackett Feinberg P.C.

Suntrust Equipment Finance & Leasing Corporation is represented by
Holme Roberts & Owen LLP.

The Court has set a final hearing for March 1, 2010, at 9:00 a.m.
on the Debtors' request to obtain DIP financing and use cash
collateral.

                        About Brundage-Bone

Brundage-Bone Concrete Pumping Inc. and JLS Concrete Pumping Inc.,
claim to be the largest providers of concrete pumping services in
the U.S.  JLS Concrete Pumping services California and Nevada from
its corporate headquarters in Ventura and from satellite yards in
Bakersfield, Fresno, Gardena, Lancaster, Las Vegas, Moorpark, Palm
Springs, Riverside, San Diego, San Luis Obispo, Santa Clarita,
Temecula, Thousand Oaks, and Ventura.

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


CABI DOWNTOWN: Kaye Scholer and Bank Client Hit for Faulty Facts
----------------------------------------------------------------
Judge Laurel M. Isicoff of the U.S. Bankruptcy Court for the
District of Florida will convene a hearing on February 24, 2010,
to consider whether Bank of America, N.A., and its counsel Kaye
Scholer LLP should be sanctioned.

Bank of America, as construction lender owed $205 million by Cabi
Downtown LLC, filed an emergency motion on Jan. 29 asking the
Bankruptcy Court to stop Cabi from leasing unsold residential
condominium units at the twin-tower, 849-unit Everglades on the
Bay condominium in Miami.

Bank of America pointed out that the Debtor has never sought the
Court's approval of its residential leasing program, and Bank of
America has learned that the Debtor is not complying with its
published guidelines for qualifying individuals to be tenants.
BofA said that Cabi is aggressively rushing to lease residential
units to generate revenue to use as cash collateral without any
regard to an individual's qualifications.

According to court documents, at a hearing on February 4,
attorneys at Kaye Scholer acknowledged that they did not attempt
to confer with opposing counsel prior to the filing of the motion,
and that parts of the motion contain "serious but untrue
accusations against the Debtor."  The allegations were the basis
upon which the Bankruptcy Court agreed to hear the Motion on an
emergency basis.

The judge's show cause order said that BoA's counsel has
acknowledged that the paragraph containing the allegation -- the
Debtor has failed to make any meaningful changes to the leasing
program or consult with the Lenders in connection with the lease
approval process -- is untrue.

                           *     *     *

Bill Rochelle at Bloomberg News reports that Judge Isicoff has
allowed Cabi to continue leasing units.  Judge Isicoff concluded
that Cabi had in fact leased some units "outside of its own
guidelines."  Still, she said Cabi hadn't acted on a whim or in
bad faith.  She also found there was "absolutely no" evidence to
show that the leasing practices adversely affected the bank's
collateral.

                        About Cabi Downtown

Aventura, Florida-based Cabi Downtown, LLC, operates a real estate
business and owns the 49-story Everglades on the Bay condominium
in Miami.  The condominium project has 849 units in two towers,
with 60,000 square feet of retail space.  The Company is owed by
GICSA, which says it is the largest and most profitable real
estate developer in Mexico.

The Company filed for Chapter 11 on Aug. 18, 2009 (Bankr. S.D.
Fla. Case No. 09-27168).  The Debtor's legal advisors are
Kasowitz, Benson, Torres & Friedman LLP; and Bilzin Sumberg Baena
Price & Axelrod LLP. In its petition, the Debtor listed assets and
debts both ranging from US$100,000,001 to US$500,000,000.


CABI DOWNTOWN: Disclosure Statement Hearing on March 4
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
will convene a hearing on March 4, 2010, to consider approval of
the disclosure statement explaining the reorganization plan for
Cabi Downtown LLC.

Cabi Downtown can begin soliciting votes on, then seek
confirmation of, the Plan after the Court affirms the adequacy of
the information in the Disclosure Statement.  Objections to the
Disclosure Statement are due February 25.

Bill Rochelle at Bloomberg News reported that Judge Laurel M.
Isicoff said at the Feb. 4 hearing that while she is not sure Cabi
can win approval of a reorganization plan, she said the case was
not filed in bad faith.  She also concluded there is a "reasonable
likelihood" Cabi can emerge from reorganization.  The judge also
denied a request by Bank of America, N.A., to foreclose, according
to the report.

Cabi Downtown LLC filed an amended Chapter 11 plan January 28 that
promises that Bank of America and other construction lenders owed
$214 million would recover 100 cents on the dollar through a five-
year secured note where 2.5% interest would be paid in cash.  The
interest rate would be the London interbank offered rate plus
2.5%.  The difference is to be paid in more debt.  Unsecured
creditors owed $7.5 million would recover 6.7% of their claims in
cash.  The Plan is to be funded by a new equity contribution of
$4.5 million.

Cabi filed the Plan to fend off a request by lenders to dismiss
the Chapter 11 case.  Bank of America, as lender and agent for the
other secured prepetition lenders, has asked the Bankruptcy Court
to dismiss Chapter 11 case, which was filed the same day BofA
filed for foreclosure on the Company's Everglades on the Bay
project.  The lender contends its "collateral remains at risk" and
there is "no realistic hope of reorganizing."


A copy of the Plan, filed January 28, 2010, is available for free
at http://bankrupt.com/misc/Cabi_AmendedPlan.pdf

A copy of the Disclosure Statement, filed January 28, 2010, is
available for free at http://bankrupt.com/misc/Cabi_AmendedDS.pdf

                        About Cabi Downtown

Aventura, Florida-based Cabi Downtown, LLC, operates a real estate
business and owns the 49-story Everglades on the Bay condominium
in Miami.  The condominium project has 849 units in two towers,
with 60,000 square feet of retail space.  The Company is owed by
GICSA, which says it is the largest and most profitable real
estate developer in Mexico.

The Company filed for Chapter 11 on Aug. 18, 2009 (Bankr. S.D.
Fla. Case No. 09-27168).  The Debtor's legal advisors are
Kasowitz, Benson, Torres & Friedman LLP; and Bilzin Sumberg Baena
Price & Axelrod LLP. In its petition, the Debtor listed assets and
debts both ranging from US$100,000,001 to US$500,000,000.


CARITAS HEALTH: Has Until May 3 to Propose Chapter 11 Plan
----------------------------------------------------------
The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York extended Caritas Health Care, Inc.,
and its debtor-affiliates' exclusive periods to propose a
Chapter 11 Plan and to solicit acceptances of that Plan until
May 3, 2010, and July 1, 2010, respectively.

The Debtors related that they need additional time to resolve
claims and maximize the value of their remaining assets for the
benefit of all stake holders.

Caritas Health Care Inc. is the owner of Mary Immaculate Hospital
and St. John's Queens Hospital.  Caritas, created by Wyckoff
Heights Medical Center, purchased the two hospitals in a
bankruptcy sale in early 2007 from St. Vincent Catholic Medical
Centers of New York.  St. John's has 227 generate acute-care beds
while Mary Immaculate has 189.

Caritas Health Care and eight of its affiliates filed for
Chapter 11 on Feb. 6, 2009 (Bankr. E.D.N.Y., Lead Case No. 09-
40901).  Jeffrey W. Levitan, Esq., and Adam T. Berkowitz, Esq., at
Proskauer Rose, LLP, represent the Debtors in their restructuring
effort.  Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at
Alston & Bird LLP, represent the official committee of unsecured
creditors.  Caritas in its bankruptcy petition estimated assets of
$50 million to $100 million, and debts of $100 million to
$500 million.


CATALYST PAPER: Defers Proposed Rights Offering
-----------------------------------------------
Catalyst Paper on February 1 said it has decided to defer
proceeding with its proposed rights offering.  In November 2009
the company announced, in conjunction with an exchange offer
involving its outstanding 8-5/8% Senior Notes due June 15, 2011,
that upon completion of the Exchange Offer it intended to conduct
a rights offering to raise proceeds of up to $100 million.

Late in January, the company amended the terms of the Exchange
Offer.  The company also announced the resignation of Richard
Garneau, the Chief Executive Officer, effective April 28, 2010.  A
search for a successor is underway and the Board has determined
that completing this succession process is desirable prior to
initiating the proposed rights offering.  As a result of this and
current market and industry conditions, the company has
reconsidered the timing of the proposed rights offering and will
not proceed with it at this time.

Catalyst Paper manufactures diverse specialty printing papers,
newsprint and pulp. Its customers include retailers, publishers
and commercial printers in North America, Latin America, the
Pacific Rim and Europe.  With six mills located in British
Columbia and Arizona, Catalyst has a combined annual production
capacity of 2.5 million tonnes.  The company is headquartered in
Richmond, British Columbia, Canada and its common shares trade on
the Toronto Stock Exchange under the symbol CTL.  Catalyst is
listed on the Jantzi Social Indexr and is also ranked by Corporate
Knights as one of the 50 Best Corporate Citizens in Canada.

                       About Catalyst Paper

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

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

                           *     *     *

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


CATALYST PAPER: Steelhead Partners Reports 5.6% Stake
-----------------------------------------------------
Steelhead Partners, LLC, James Michael Johnston and Brian Katz
Klein disclosed that as of February 2, 2010, they may be deemed to
beneficially own 21,479,889 shares or roughly 5.6% of the common
stock of Catalyst Paper Corporation.

Steelhead Navigator Master, L.P., disclosed that as of February 2,
2010, it may be deemed to beneficially own 19,279,889 shares or
roughly 5.1% of the Company's common stock.

Steelhead, as the investment manager of Navigator, the general
partner or investment manager of those other client accounts, and
as the sole member of Navigator's general partner, and each of J.
Michael Johnson and Brian K. Klein, as the member-managers of
Steelhead, may be deemed to beneficially own the Securities held
by Navigator and such other client accounts for the purposes of
Rule 13d-3 under the Securities Exchange Act of 1934, insofar as
they may be deemed to have the power to direct the voting or
disposition of those Securities.

                       About Catalyst Paper

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

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

                           *     *     *

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


CATALYTIC SOLUTIONS: Fifth Third Grants Forbearance Until April 30
------------------------------------------------------------------
Catalytic Solutions, Inc. (AIM: CTS and CTSU) said that Fifth
Third Bank has agreed to extend forbearance on debt obligations
until April 30, 2010.  Under the terms of the extension, the
credit limit on the Company's revolving line of credit, which is
part US Dollar and part Canadian Dollar denominated, has been
reduced to a total of C$7.5 million from C$8.5 million, with the
limit being reduced by C$100,000 per month.  The outstanding
balance under the line as of 31 December 2009 was approximately
C$5.4 million.  In addition, the interest rate on the line has
been increased by 250 basis points to US / Canadian Prime Rate
plus 2.75%.  Final documentation of the extension is expected be
completed shortly.

The board continues to seek a longer term solution to the
Company's liquidity position; however there can be no guarantee of
success. Further announcements regarding the Company's liquidity
position will be made in due course, as appropriate.

Catalytic Solutions, Inc. -- http://www.catalyticsolutions.com/--
is a global manufacturer and distributor of emissions control
systems and products, focused in the heavy-duty diesel and light-
duty vehicle markets.  The Company's emissions control systems and
products are designed to deliver high value to our customers while
benefiting the global environment through air quality improvement,
sustainability and energy efficiency.  Catalytic Solutions, Inc.
is listed on AIM of the London Stock Exchange (AIM: CTS and CTSU)
and currently has operations in the USA, Canada, France, Japan and
Sweden as well as an Asian joint venture.


CHATSWORTH INDUSTRIAL: Claims Bar Date Set for March
----------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
ordered that the last day for filing proofs of claim or interest
in the Chapter 11 case of Chatsworth Industrial Park, LP, will be
60 days from the date that the Debtor's counsel mails notice of
the bar date to all creditors.

Caceres & Shamash LLP, the debtor's counsel, delivered on
January 27, 2010, the notice of bar date.

Tarzana, California-based Chatsworth Industrial Park, LP filed for
Chapter 11 on December 23, 2009 (Bankr. C.D. Calif. Case No. 09-
27368).  In its petition, the Debtor listed $10,000,001 to
$50,000,000 in assets and $1,000,001 to $10,000,000 in debts.


CHATSWORTH INDUSTRIAL: Section 341(a) Meeting Set for Feb. 10
-------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in Chatsworth Industrial Park, LP's Chapter 11 case on
February 10, 2010, at 11:00 a.m.  The meeting will be held at
21051 Warner Center Lane, #105, Woodland Hills, California.

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

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

Tarzana, California-based Chatsworth Industrial Park, LP filed for
Chapter 11 on December 23, 2009 (Bankr. C.D. Calif. Case No. 09-
27368).  In its petition, the Debtor listed $10,000,001 to
$50,000,000 in assets and $1,000,001 to $10,000,000 in debts.


CHEMTURA CORP: $6.89 Million in Claims Change Hands
---------------------------------------------------
For the period from December 18, 2009, to January 29, 2010, about
35 entities transferred claims, totaling more than $6,800,000,
asserted in the Debtors' Chapter 11 cases to these entities:

  Transferor                Transferee                 Amount
  ----------                ----------                 ------
  Integrated Power          Creditor Liquidity        $43,631
  Services LLC              LP

  Richman Chemical, Inc.    Creditor Liquidity         40,414
  4D Printing, Inc.         Creditor Liquidity         45,708

  Schwerman Trucking Co.    Liquidity Solutions        62,188
                            Inc.

  HFG Engineering US, Inc.  Liquidity Solutions       211,793

  Tony Nistler              Liquidity Solutions         2,000

  Lung Tin International    Liquidity Solutions         3,858

  Patpol SP Z OO            Liquidity Solutions         3,342

  Covansky Corporation      Liquidity Solutions        56,185

  Tech Enterprises          Liquidity Solutions        14,825

  Allegro Consulting, Inc.  Liquidity Solutions        27,652

  TK Supplies               Liquidity Solutions       133,921

  Watt & Stewart Trucking,  Liquidity Solutions        24,990
  Inc.

  Breazeale Sachse & Wilson Liquidity Solutions         4,189
  LLP

  Harwick Standard          Liquidity Solutions        10,502
  Distribution Corp.

  Net Vml, Inc.             Fair Harbor Capital           825
                            LLC

  BBP Sales, Inc.           Fair Harbor Capital         3,085

  George E. Booth Co.       Fair Harbor Capital         1,207

  Exponent, Inc.            Fair Harbor Capital         4,001

  Lamination Service, Inc.  Fair Harbor Capital         1,249

  Coble Enterprises, Inc.   Longacre Opportunity       24,687
                            Offshore Fund, Ltd.        27,248

  Complete Water Services   Longacre Opportunity       20,409
  LLC

  Robinson & ole LLP        Longacre Opportunity      292,859
                                                      273,923
                                                       14,668

  Melton Electric Company   Sierra Liquidity Fund         790
                            LLC

  Hain Capital Holdings     Cohanzick Creditor        257,291
  LLC                       Opportunities Master
                            Fund, Ltd.

  VanDeMark Chemical, Inc.  Cohanzick Management      220,680
                            LLC

  Sun Petrochemicals Co.    Hain Capital Holdings     376,794
                            Ltd.

  Kaufman Container Co.     Hain Capital Holdings     106,507

  Rickie Wieberg LLC        Claims Recovery Group       5,850
                            LLC

  Wozniak Packaging         Claims Recovery Group       1,267
  Machinery Co.

  Capitol Marketing         Claims Recovery Group      12,545
  Concepts, Inc.

  Delta Chemical            Claims Recovery Group       7,353
  Corporation

  New Jersey Corporation    Corre Opportunities Fund   74,223
                            LP

  Bandag Incorporated       Drawbridge Special         11,481
  n/k/a Bridgestone Bandag  Opportunities Fund LP   2,870,427
  LLC

  Thermphos International   Drawbrige Special          90,479
  B.V.                                                 69,358
                                                      277,433
                                                      361,916
                                                      799,188

                      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)


CHRYSLER LLC: To Assign Supply Contract with US Gov't to Fiat
-------------------------------------------------------------
Tiffany Kary at Bloomberg News reports that Chrysler LLC, now
known as Old Carco LLC, is seeking permission from the Bankruptcy
Court to assign a contract for supplying electric cars to the U.S.
government to Fiat Spa.

Old Carco said it wants to assign a contract effective from May
2008 to May 2013 between GEM Electric Motorcars LLC and the
General Services Administration, a U.S. agency that streamlines
government administrative work.  The contract pertains to GEM's
supply of certain low-speed electric vehicles for use by entities
of the United States government.  No dollar amount or value for
the contract was given.

                     About Chrysler Group LLC

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

                        About Chrysler LLC

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

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

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


CIRCUIT CITY: InterTAN Monitor to Distribute C$5,784,906
--------------------------------------------------------
Honorable Justice Geoffrey B. Morawetz of the Superior Court of
Justice (Commercial List) for the Province of Ontario has
approved the Twelfth and Supplementary Twelfth Reports of the
CCAA monitor of applicants InterTAN Canada Ltd. and Tourmalet
Corporation.

Full-text copies of these Reports are available at no charge at

http://bankrupt.com/misc/Intertan_12thMonitorReport012610.pdf
http://bankrupt.com/misc/Intertan_Supp12thMonitorReport012810.pdf

The Twelfth Report was prepared by the Monitor to provide the
Court and the Applicants' stakeholders with information
concerning the Monitors' motion to extend the stay period to
April 30, 2010, and to approve the distribution of proceeds to
certain creditors whose claims have been resolved since the
distribution authorized by the Honorable Justice Morawetz dated
December 7, 2009, as well as to remaining creditors as and when
their claims are resolved consensually.

In its order dated January 29, 2010, the Court ordered that the
Monitor distribute from the balance of the Sale Proceeds and
other amounts received by or owing to InterTAN that are in the
Monitor's possession, amounting to C$5,784,906, to be distributed
to those creditors, inclusive of interest calculated at a rate of
5% per annum, by February 3, 2010.

The Court also authorized and directed the Monitor to distribute,
in amounts consistent with the Monitor's recommendation in its
Twelfth Report, to the claimants on account of a settlement or
resolution of their claims, as may be agreed to in writing
between the applicable claimant, the Monitor, InterTAN, and the
Purchaser.

The lists of claimants are available at no charge at:

  http://bankrupt.com/misc/Intertan_DistributionLists012910.pdf

The distributions made will be in full and final satisfaction of
the claims of the recipients against the Applicants.

                        About Circuit City

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

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

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

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

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


CIT GROUP: 4-Month Search Over as Ex-Merrill Chief Named CEO
------------------------------------------------------------
CIT Group Inc. said its Board of Directors has elected John A.
Thain Chairman and Chief Executive Officer effective immediately.
The Board has tasked Mr. Thain (54) to continue CIT's transition
to a more streamlined commercial lender focused on serving the
small business and middle market sectors and optimizing the
Company's business model.

Mr. Thain replaces Peter J. Tobin, who has been acting as interim
Chief Executive Officer. Tobin will remain a Director of CIT.

Vice Admiral John Ryan, Lead Director, speaking on behalf of the
Board of Directors, said, "John is a well respected financial
services executive and proven leader who is uniquely qualified to
lead CIT at this critical stage. CIT and its customers will
benefit enormously from his breadth of experience, industry acumen
and deep knowledge of the financial services sector. We have the
utmost confidence in John and are pleased to welcome him to CIT."

Speaking about his appointment, Mr. Thain commented, "I am pleased
to have the opportunity to lead the newly reorganized CIT. The
Company's numerous market-leading positions are evidence of the
resiliency of the franchise and its unwavering commitment to its
customers."

Mr. Thain continued, "Much has been accomplished in recent months
to position CIT for renewed success. We will build upon this
progress and work even harder to support small and mid-market
businesses. CIT can and will serve an important role in the
recovery of the U.S. economy and the creation of jobs."

Mr. Thain previously served as Chairman and Chief Executive
Officer of Merrill Lynch until its sale to Bank of America.  Prior
to that, Mr. Thain held the position of Chief Executive Officer of
the New York Stock Exchange, where he presided over the exchange's
global transformation into a publicly-traded entity.  Mr. Thain
spent the majority of his career at Goldman Sachs Group, where he
rose to President and Chief Operating Officer.

Mr. Thain received a Bachelor of Science degree from Massachusetts
Institute of Technology, and an M.B.A. from Harvard University.

                          About CIT Group

CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/-- is a bank
holding company with more than $60 billion in finance and leasing
assets that provides financial products and advisory services to
small and middle market businesses.  Operating in more than 50
countries across 30 industries, CIT provides an unparalleled
combination of relationship, intellectual and financial capital to
its customers worldwide.  CIT maintains leadership positions in
small business and middle market lending, retail finance,
aerospace, equipment and rail leasing, and vendor finance.
Founded in 1908 and headquartered in New York City, CIT is a
member of the Fortune 500.

CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC announced a Chapter 11 filing on November 1, 2009 (Bankr.
S.D.N.Y. Case No. 09-16565).  Evercore Partners, Morgan Stanley
and FTI Consulting are the Company's financial advisors and
Skadden, Arps, Slate, Meagher & Flom LLP is legal counsel in
connection with the restructuring plan.  Sullivan & Cromwell is
legal advisor to CIT's Board of Directors.

CIT Group on November 1 announced that, with the overwhelming
support of its debtholders, the Board of Directors voted to
proceed with the prepackaged plan of reorganization for CIT Group
Inc. and a subsidiary that will restructure the Company's debt and
streamline its capital structure.  None of CIT's operating
subsidiaries, including CIT Bank, a Utah state bank, were included
in the filings.

On December 8, the Court confirmed the Debtors' prepackaged plan.
On December 11, CIT emerged from bankruptcy.


CIT GROUP: Prepays $750MM of Debt; Contingent Value Rights Expire
-----------------------------------------------------------------
CIT Group Inc. said its Board of Directors has authorized the
voluntary prepayment of $750 million on its $7.5 billion first
lien credit facility.  The Company will prepay this high cost debt
out of its available holding company cash position, which is in
excess of $5 billion.  The repayment will be made on February 9,
2010, on a pro rata basis among outstanding tranches and will be
subject to the applicable 2% payment premium.

In addition, the Company announced that since the terms for
distribution of common shares to holders of its Contingent Value
Rights (CVRs) were not met as of the February 8, 2010 Measurement
Date, they have expired without value.

CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/-- is a bank
holding company with more than $60 billion in finance and leasing
assets that provides financial products and advisory services to
small and middle market businesses.  Operating in more than 50
countries across 30 industries, CIT provides an unparalleled
combination of relationship, intellectual and financial capital to
its customers worldwide.  CIT maintains leadership positions in
small business and middle market lending, retail finance,
aerospace, equipment and rail leasing, and vendor finance.
Founded in 1908 and headquartered in New York City, CIT is a
member of the Fortune 500.

CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC announced a Chapter 11 filing on November 1, 2009 (Bankr.
S.D.N.Y. Case No. 09-16565).  Evercore Partners, Morgan Stanley
and FTI Consulting are the Company's financial advisors and
Skadden, Arps, Slate, Meagher & Flom LLP is legal counsel in
connection with the restructuring plan.  Sullivan & Cromwell is
legal advisor to CIT's Board of Directors.

CIT Group on November 1 announced that, with the overwhelming
support of its debtholders, the Board of Directors voted to
proceed with the prepackaged plan of reorganization for CIT Group
Inc. and a subsidiary that will restructure the Company's debt and
streamline its capital structure.  None of CIT's operating
subsidiaries, including CIT Bank, a Utah state bank, were included
in the filings.

On December 8, the Court confirmed the Debtors' prepackaged plan.
On December 11, CIT emerged from bankruptcy.


CIT GROUP: Says U.S. Treasury Holds No Stake
--------------------------------------------
Linda Shen at Bloomberg News reports that CIT Group Inc. said the
U.S. Treasury Department doesn't have a stake in the Company
anymore.  "While the U.S. Treasury no longer has an investment in
CIT, we are generally endeavoring to apply Treasury governance
best practices," CIT spokesman Curt Ritter said in an e-mailed
statement to Bloomberg News.

According to the report, the Treasury said in a filing earlier
this month that it still held "contingent value rights," which CIT
had distributed to preferred shareholders as part of its
bankruptcy reorganization. The Treasury's preferred stake,
originally valued at $2.3 billion, was obtained when CIT sought
funds from the Troubled Asset Relief Program.

CIT said that the contingent value rights "are terminated and
cease to exist."

                          About CIT Group

CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/-- is a bank
holding company with more than $60 billion in finance and leasing
assets that provides financial products and advisory services to
small and middle market businesses.  Operating in more than 50
countries across 30 industries, CIT provides an unparalleled
combination of relationship, intellectual and financial capital to
its customers worldwide.  CIT maintains leadership positions in
small business and middle market lending, retail finance,
aerospace, equipment and rail leasing, and vendor finance.
Founded in 1908 and headquartered in New York City, CIT is a
member of the Fortune 500.

CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC announced a Chapter 11 filing on November 1, 2009 (Bankr.
S.D.N.Y. Case No. 09-16565).  Evercore Partners, Morgan Stanley
and FTI Consulting are the Company's financial advisors and
Skadden, Arps, Slate, Meagher & Flom LLP is legal counsel in
connection with the restructuring plan.  Sullivan & Cromwell is
legal advisor to CIT's Board of Directors.

CIT Group on November 1 announced that, with the overwhelming
support of its debtholders, the Board of Directors voted to
proceed with the prepackaged plan of reorganization for CIT Group
Inc. and a subsidiary that will restructure the Company's debt and
streamline its capital structure.  None of CIT's operating
subsidiaries, including CIT Bank, a Utah state bank, were included
in the filings.

On December 8, the Court confirmed the Debtors' prepackaged plan.
On December 11, CIT emerged from bankruptcy.


CITADEL BROADCASTING: Sees April 30 Bankruptcy Exit
---------------------------------------------------
Citadel Broadcasting Corp., expects to exit bankruptcy around
April 30 and post a profit this year.

Citadel made those assumptions in the financial projections
attached to its proposed reorganization plan.

In the disclosure statement explaining the proposed reorganization
plan, Citadel projected earnings before interest, taxes,
depreciation, and amortization, or Ebitda, will rise 6.2 percent
to $209.6 million this year from $197.3 million in 2009.  Revenue
is estimated to fall to $721.4 million, the company said.

A full-text copy of the Financial Projections is available for
free at http://bankrupt.com/misc/CtdlFinProj.pdf

                    About Citadel Broadcasting

Citadel Broadcasting Corporation (OTC BB: CTDB) --
http://www.citadelbroadcasting.com/-- is the third largest radio
group in the United States, with a national footprint reaching
more than 50 markets. Citadel is comprised of 166 FM stations and
58 AM stations in the nation's leading markets, in addition to
Citadel Media, which is one of the three largest radio networks in
the United States.

Citadel Broadcasting filed for Chapter 11 with 50 affiliates on
Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422).
The Company listed assets of $1.4 billion and debt of $2.5 billion
in its Chapter 11 filing.  Kirkland & Ellis LLP is serving as
legal counsel and Lazard Freres & Co. LLC.  As financial advisor
for the restructuring.  Kurtzman Carson Consultants is serving as
claims and notice agent.

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


CITGO PETROLEUM: Loan Amendment Won't Affect Moody's 'Ba2' Rating
-----------------------------------------------------------------
Moody's Investors Service commented that CITGO Petroleum
Corporation's Ba2 Corporate Family Rating and the Ba1 ratings for
its Senior Secured Revolving Credit, Term Loans A and B, and
pollution control bonds are not affected by the amendment to the
credit facilities effective February 4, 2010.  The rating outlook
remains stable.  The amendment grants waivers on tight leverage
and interest coverage covenants as well as improved flexibility
for the company to refinance its $1.15 billion revolving credit
facility, which matures in November 2010.

Moody's last rating action affecting CITGO occurred on
September 29, 2009, when its ratings were downgraded.

CITGO Petroleum Corporation is headquartered in Houston, Texas.
Petroleos de Venezuela is located in Caracas, Venezuela.


CMR MORTGAGE: Appointment of Ch. 11 Trustee Tentatively Denied
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California,
in a tentative ruling, stated that it is inclined to deny the U.S.
Trustee's motion to appoint a Chapter 11 trustee in the Chapter 11
cases of CMR Mortgage Fund II, LLC, and its debtor-affiliates.

The U.S. Trustee for Region 17 has asked for the appointment of a
Chapter 11 trustee in these separate, but related, Chapter 11
cases:

   -- Hamilton Creek LLC (Case No. 08-31285);
   -- CMR Mortgage Fund, LLC (Case No. 08-32220);
   -- CMR Mortgage Fund II, LLC, (Case No. 09-30788); and
   -- CMR Mortgage Fund III, LLC (Case No. 09-30802).

The U.S. Trustee related that the relief is appropriate to curb
the on-going and pervasive gross mismanagement that continued
postpetition at the hands of the non-member manager, California
Mortgage & Realty, Inc.

The Court said that it does not appear that the moving papers
establish, by a preponderance of the evidence, that Debtors'
current management engaged in fraud, dishonesty, incompetence, or
gross mismanagement of Debtors' affairs, or other "cause" for
appointment of a trustee.  Although CMRI may have mismanaged
Debtors with respect to regulatory compliance and breach of
lending covenants, these acts do not rise to the level of "gross"
mismanagement.

The court is inclined to keep each of the 4 Debtors progressing
towards plan confirmation by continuing to hold regular status
conferences in each of the cases, and by setting a prompt deadline
for each Debtor to file and serve a joint plan and disclosure
statement.

San Francisco, California-based CMR Mortgage Fund II, LLC, is a
limited liability company organized for the purpose of making or
investing in business loans secured by deeds of trust or mortgages
on real properties located primarily in California.   The Company
previously funded lending activities through loan pay downs or pay
offs, as well as by selling its membership interests, and by
selling all or a portion of interests in the loans to individual
investors.  The Company commenced operations in February 2004.
The Company ceased accepting new members in the third quarter of
2006.

The Company and CMR Mortgage Fund III, LLC, filed for Chapter 11
protection on March 31, 2009 (Bankr. N. D. Calif. Case No. 09-
30788 and 09-30802).  Robert G. Harris, Esq., at the Law Offices
of Binder and Malter, represents the Debtor as counsel.  The
Debtor listed between $10 million and $50 million each in assets
and debts.


COACHMEN INDUSTRIES: Warns Investor Regarding Incorrect Results
---------------------------------------------------------------
Coachmen Industries Inc. determined that its accounting treatment
of the transactions with H.I.G. All American, LLC, was incorrect
regarding its 2009 fourth-quarter and full year results, which
were previously released on February 1, 2010.  The Company
cautions investors not to rely upon the previously released
results.

The Company said it is required to adjust its previously disclosed
fourth quarter and full year results for 2009.  The adjustments
will result in both the conversion feature and the warrants of the
convertible debt transaction to be accounted for at fair value and
recorded on the balance sheet as a liability, rather than in the
equity section of the balance sheet.

The Company said it will revalue the conversion feature and
warrants at fair value each reporting period going forward, with
the resulting change in fair value being a component of interest
expense.

The Company said that these adjustments will not impact its cash
position.  The Company expects that its review of these issues and
its adjustments will be completed the week of February 12, 2010.
The Company will release amended and restated financial results
for the 2009 fourth-quarter and full year at that time.

                  About Coachmen Industries

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

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

                        *     *     *

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

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


COLUMBIAN PUBLISHING: Court Approves Plan of Reorganization
-----------------------------------------------------------
Lynne Terry at The Oregonian says a federal judge approved the
reorganization plan of The Columbian Publishing Co. to emerge from
Chapter 11 bankruptcy.  The deed to the company's new six-story
building at 415 W. Sixth St. was transferred to Bank of America,
the newspaper's last major creditor to approve the reorganization
plan.

According to the Troubled Company Reporter on Jan. 15, 2010, the
company's Official Committee of Unsecured Creditors supported
reorganization plan sponsored by management.  The Columbian
reports that the approval by the creditors of the plan is another
step in the Company's attempt to exit from Chapter 11 protection.

Under the Plan, Bank of America N.A., the secured creditor owed
$15.5 million, would receive a new $9 million secured note plus a
$7 million note currently owing to Columbian by an affiliate.
The note is worth as much as $6.5 million.  General unsecured
creditors are to participate in recoveries by a trust, Bloomberg
reported, according to the Troubled Company Reporter on Sept. 11,
2009.

The Columbian Publishing is a family owned company that operates
The Columbian newspaper, which serves Clark County and other parts
of southwest Washington.  It also runs the Web site
http://www.columbian.com/

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on May 1, 2009 (Bankr. W.D. D.C. Case No. 09-43133).
Albert N. Kennedy, Esq., at Tonkon Torp LLP, assists the Debtors
in their restructuring efforts.  Columbian Publishing listed
$1,000,001 to $10,000,000 in assets and $10,000,001 to $50,000,000
debts.


CROSS CANYON: Files Schedules of Assets & Liabilities
-----------------------------------------------------
Cross Canyon Energy Corp. has filed with the U.S. Bankruptcy Court
for the Southern District of Texas its schedules of assets and
liabilities, disclosing:

   Name of Schedule                 Assets           Liabilities
   ----------------                 ------           -----------
A. Real Property                        $0

B. Personal Property           $20,810,195

C. Property Claimed as
   Exempt

D. Creditors Holding
   Secured Claims                                     $33,500,000

E. Creditors Holding
   Unsecured Priority
   Claims                                                $185,306

F. Creditors Holding
   Unsecured Non-priority
   Claims                                                $176,246
                                -----------           -----------
TOTAL                           $20,810,195           $33,861,552

Spring, Texas-based Cross Canyon Energy Corp., fdba ABC Funding,
Inc., filed for Chapter 11 bankruptcy protection on January 29,
2010 (Bankr. S.D. Texas Case No. 10-30747).  Rhett G. Campbell,
Esq., at Thompson & Knight, 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.


CROSS CANYON: Gets Interim Nod to Hire T&K as Bankr. Counsel
------------------------------------------------------------
Cross Canyon Energy Corp. sought and obtained interim approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ Thompson & Knight LLP as bankruptcy counsel.

T&K will, among other things:

     a. advise the Debtor concerning, the negotiation and
        documentation of debt restructurings;

     b. review the nature and validity of various contracts and
        leases relating to the Debtor's interests in real and
        personal property and advising the Debtor of its
        corresponding rights and obligations;

     c. review the nature and validity of liens and claims
        asserted against the Debtor's property and advising the
        Debtor concerning the enforceability of those liens and
        claims; and

     d. advise the Debtor concerning avoidance actions or other
        actions that it may take to collect and to recover
        property for the benefit of the estate and its creditors,
        whether or not arising under Chapter 5 of the Bankruptcy
        Code.

Rhett G. Campbell, a partner in T&K, said that the firm will be
paid based on the hourly rates of its personnel:

        Rhett G. Campbell                   $730
        Partners                          $480-$795
        Counsel & Associates              $265-$690
        Legal Assistants & Support Staff   $50-$110

Mr. Campbell assured the Court that T&K is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

The interim order will become a final order on the 20th day after
the entry of the interim order without further notice or hearing
unless an objection to the interim order is filed with the Court
and served on T&K on or before the 20th day after the entry of the
interim order.

Spring, Texas-based Cross Canyon Energy Corp., fdba ABC Funding,
Inc., filed for Chapter 11 bankruptcy protection on January 29,
2010 (Bankr. S.D. Texas Case No. 10-30747).  Rhett G. Campbell,
Esq., at Thompson & Knight, 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.


CROSS CANYON: Gets Interim Okay to Use Cash Collateral
------------------------------------------------------
Cross Canyon Energy Corp. sought and obtained permission from the
U.S. Bankruptcy Court for the Southern District of Texas to use
the cash collateral securing their obligation to CIT Capital and
other lenders.

Rhett G. Campbell, Esq., at Thompson & Knight LLP, explained that
the Debtor needs the money to fund its Chapter 11 case, pay
suppliers and other parties.  The Debtors will use the collateral
pursuant to a weekly budget, a copy of which is available for free
at http://bankrupt.com/misc/CROSS_CANYON_budget.pdf

In exchange for using the cash collateral, the Debtors propose to
grant CIT Capital:

     (a) continuing, valid, binding, enforceable, non-avoidable
         and automatically and properly perfected first priority
         security interests in and liens (collectively, the
         "Adequate Protection Liens") on all Prepetition
         Collateral.  The Debtor further proposed that the
         Adequate Protection Liens, subject to entry of a Final
         Order, will have recourse to the proceeds or property
         recovered in respect of any Avoidance Actions, any and
         all hereafter acquired assets and real and personal
         property of the Debtor, together with any proceeds
         thereof (the Collateral).  The Adequate Protection Liens
         will be senior and prior to all other interests or liens
         whatsoever in or on the Collateral, and will be subject
         and subordinate only to a carve-out for case
         professionals and valid, perfected and unavoidable liens
         or security interests on the Petition Date or liens
         perfected after the Petition Date the priority and
         perfection of which relates back to a date before the
         Petition Date;

     (b) a superpriority administrative expense claim with
         priority in this case, and otherwise, over all
         administrative expense claims and unsecured claims
         whether in existence on or arising after the Petition
         Date against the Debtor and its estate of any kind or
         nature whatsoever, subject only to the Carve-Out; and

     (c) reimbursement of CIT Capital for its reasonable out-of-
         pocket expenses incurred both before the Petition Date
         and during the case.

As adequate protection to any other secured creditor of the estate
that may exist, a replacement security interest and lien in the
Debtor's postpetition collateral in the same amount, and with the
same validity and priority as the lien had as of the Petition
Date.  The Debtor and CIT reserve all rights to contest the
amount, validity and priority of any and all liens and security
interests asserted by the other secured creditors.

The Court has set a final hearing for February 18, 2010, at
3:00 p.m. on the Debtor's request to use cash collateral.

Spring, Texas-based Cross Canyon Energy Corp., fdba ABC Funding,
Inc., filed for Chapter 11 bankruptcy protection on January 29,
2010 (Bankr. S.D. Texas Case No. 10-30747).  Rhett G. Campbell,
Esq., at Thompson & Knight, 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.


ERICKSON RETIREMENT: Court Holds Pre-Trial Meet on Plan Outline
---------------------------------------------------------------
Judge Stacey Jernigan of the United States Bankruptcy Court for
the Northern District of Texas held a status conference on
January 29, 2010, to discuss possible mediation in the Chapter 11
cases of Erickson Retirement Communities, LLC, and its debtor
affiliates.

At the January 29 status conference, various parties apprised the
Court of the status of discussions and progress in the Debtors'
Chapter 11 cases toward resolving matters in dispute.

Against this backdrop, Judge Jernigan has decided to continue the
status conference to February 5, 2010, to further discuss the
possibility of a global mediation.

Moreover, to foster continued negotiations and attempts at
settlement, the Court scheduled a pre-trial conference on
February 5, 2010 on these matters:

  (a) The Amended Disclosure Statement accompanying the First
      Amended Joint Plan of Reorganization;

  (b) The Official Committee of Unsecured Creditors' Motion for
      Proper Allocation of Value under the Amended Plan;

  (c) PNC Bank, National Association's, Capmark Finance, Inc.'s,
      Bank of America, N.A.'s and Wells Fargo Bank National
      Association's Motions to Disband Creditors Committee in
      certain Debtors' Chapter 11 cases; and

  (d) The Creditors Committee's Objection to the Debtors' Motion
      for More Protection to Entrance Deposits.

At the February 5 pre-trial conference, the Court will also
discuss rescheduling the subject matters.

In light of these developments, Vincent P. Slusher, Esq., at DLA
Piper LLP, in Dallas, Texas, informed the parties-in-interest
that the previously scheduled February 5 hearing for the
consideration of the Disclosure Statement has now been converted
into a status conference meeting.

Consequently, the deadline to object to the Disclosure Statement
previously scheduled for February 2, 2010, has been vacated, Mr.
Slusher added.

               Disclosure Statement Objections

A. ACE Group

Illinois Union Insurance Company, Westchester Fire Insurance
Company, ACE Fire Underwriters Insurance Company and other
members of the ACE Group of Companies complain that the
Disclosure Statement explaining the Debtors' First Amended Joint
Plan of Reorganization fails to explain the proposed treatment
of:

  -- insurance policies entered between the Debtors and the
     ACE Group;

  -- a construction performance bond issued by the ACE Group to
     one of the Debtors; and

  -- a related indemnity agreement executed between the ACE
     Group and the Debtors.

The ACE Group further contends that the Disclosure Statement
fails to state whether the Amended Plan is intended to be
insurance neutral, or in what way it intends to have an effect on
the insurers' and the Debtors' rights and obligations under the
insurance policies.

If the Debtors intend to include the ACE Policies among the
contracts to be assumed and assigned to Redwood Capital
Investments under the Amended Plan, the ACE Group insists that
the ACE Policies are not assignable without its consent.  The ACE
Group further asserts that the Debtors cannot assign the Bond and
the Indemnity Agreement because they constitute non-assignable
financial accommodations under Section 365(c)(2) of the
Bankruptcy Code.

Unless its concerns are resolved, the ACE Group asks the Court to
deny approval of the Disclosure Statement.


B. Douglas County

Sharon K. Jones, Treasurer of Douglas County, Colorado, relates
that Douglas County holds a properly allowable Class 2 Secured
Tax Claim against Debtor Littleton Campus, LLC for $1,190,572.
In line with this, she points out that the Debtors' First Amended
Joint Plan of Reorganization does not disclose how it will treat
Class 2 Secured Claims.

Ms. Jones further contends that $62,132,000 used to fund payments
to Class 4 Littleton Construction Loan constitute the proceeds of
Littleton Campus' real property, which proceeds secure Douglas
County's Secured Tax Claim.  However, the Amended Plan ignores
Douglas County's statutory property tax lien, which is senior to
all other liens, she argues.

Thus, Douglas County insists that the Amended Plan is
unconfirmable and asks the Court to deny approval of the
Disclosure Statement.

                      About Erickson Retirement

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

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

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

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


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

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

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

                Lenders Support Proposed Protocol

In separate filings, Wells Fargo Bank National Association, U.S.
Bank National Association, Wilmington Trust FSB and Manufacturers
and Traders Trust Company also known as M&T Bank join in the
joint request of PNC Bank, National Association, Bank of America,
N.A., and Capmark Finance, Inc., for a protocol for filing proofs
of claim under Rules 3001 and 2019 of the Federal Rules of
Bankruptcy Procedure.

Wells Fargo and U.S. Bank further ask the Court that any order
approving the Protocol Motion:

  (a) permit Wells Fargo and U.S. Bank to observe the procedures
      set forth in the Protocol Motion with respect to the
      filing of proofs of claim in the Debtors' Chapter 11
      cases; and

  (b) provide that any claims submitted by Wells Fargo and U.S.
      Bank in conformance with the procedures will be deemed to
      satisfy the filing requirements of the Bankruptcy Code,
      Rules 2109, 3001, 3002 and 3003 of the Federal Rules of
      Bankruptcy Procedure and other applicable authority.

Wilmington Trust also asks the Court to rule that any order on
the Protocol Motion provide that:

  (a) Wilmington Trust is authorized, pursuant to Bankruptcy
      Rules 3001(b) and 3003(c)(1), to file consolidated proofs
      of claim on behalf of lenders for claims arising under a
      July 27, 2007 Credit Agreement, including any guarantee
      agreements.  The authorization is without prejudice to
      the substantive rights of each Revolver Lender to:

        (i) file an additional or supplemental proof of claim
            against any of the Debtors in respect to any claims,
            whether or not included in the consolidated proof of
            claim; and

       (ii) vote independently on any proposed plan of
            reorganization.

  (b) Upon the filing of a consolidated proof of claim, each
      Revolver Lender will be deemed to have filed a proof of
      claim with respect to its claim against the Debtors
      arising under the Credit Agreement and any guarantees
      without the need to file a separate proof of claim against
      each of the Debtors.

  (c) Each consolidated proof of claim will be deemed filed
      against each of the Debtors for all purposes, without the
      need to file a separate proof of claim against each of the
      Debtors.

At the request of PNC Bank, Capmark and Bank of America, the
Court will consider the Protocol Motion on an expedited basis on
February 5, 2010.

Wells Fargo is indenture trustee for the $81,945,000 Bucks County
Industrial Development Authority Retirement Community Revenue
Bonds Series 2005A, Series 2005B-1, and Series 2005B-2 relating
to Ann's Choice Facility, Inc., $156,365,000 Massachusetts
Development Finance Agency Revenue Bonds Series 2007A, Series
2007B and Series 2007C and $178,745,000 Illinois Finance
Authority Revenue Bonds Series 2007A and Series 2007B.  U.S. Bank
is indenture trustee for the $137,145,000 Illinois Finance
Authority Revenue Bonds Series 2007A and Series 2007B.
Wilmington Trust is administrative agent for the Revolver Lenders
under the Credit Agreement.  M&T Bank is collateral and
administrative agent under a Building Loan Agreement.

                      About Erickson Retirement

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

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

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

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


EXELTECH AEROSPACE: Seeks Bankruptcy Protection in Canada
---------------------------------------------------------
ExelTech Aerospace Inc. announced February 4 that it has filed a
notice of intention to file a proposal under the Bankruptcy and
Insolvency Act (Canada), seeking protection from its creditors.
As a consequence of such filing, any and all recourses of
ExelTech's creditors are stayed for an initial period of 30 days.

ExelTech also announced that its credit facility with a Canadian
chartered bank has been withdrawn and consequently repayment of
all amounts owed to it has been requested.

The Company has temporarily laid off most of its employees.

ExelTech has retained RSM Richter Inc. to act as its trustee to
the NOI and Davies Ward Phillips & Vineberg, LLP as its counsel.

While under the protection of its creditors, ExelTech's Board of
Directors maintains its usual role and its transfer agent remains
CIBC Mellon Trust.

ExelTech Aerospace Inc. (TSX Venture: XLT) --
http://www.exeltech-aerospace.com/-- is a first tier maintenance,
repair and overhaul company.


FAIR FINANCE: Faces Involuntary Bankruptcy in Ohio
--------------------------------------------------
Tiffany Kary at Bloomberg News reports that three creditors have
filed an involuntary petition to send Fair Finance Co., to
bankruptcy.

Akron, Ohio-based Fair Finance Co., an investment company, has
been closed since a November raid by the U.S. Federal Bureau of
Investigation.  Fair Finance's owner, Indiana businessman Timothy
S. Durham, a Republican political contributor whose holdings
include National Lampoon Inc., has been targeted in lawsuits and
investigations over claims he funded a luxurious lifestyle with
the proceeds of a Ponzi scheme.

A motion to appoint a trustee filed by the petitioning creditors
said that Durham and co-owner James Cochran took $176 million in
loans transferred from the investment fund into Fair Holdings LLC
and DC Investments LLC.  They used the money to fund $220 million
in other loans, according to the filing.

"As many as 50 insider companies may be involved, and loans were
made throughout the U.S. and Canada," the creditors alleged.


FAIRFIELD RESIDENTIAL: Files Schedules of Assets and Liabilities
----------------------------------------------------------------
Fairfield Residential LLC filed with the U.S. Bankruptcy Court for
the District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $185,364,235
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $98,048,365
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $6,872
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                    $1,066,813,976
                                 -----------      -----------
        TOTAL                   $185,364,235   $1,164,869,213

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 COMMS: Files Bankruptcy Exit Plan
-------------------------------------------
According to The Associated Press, FairPoint Communications Inc.
has filed its bankruptcy reorganization plan after two months of
delays.  AP relates the Plan was filed Monday in U.S. Bankruptcy
Court in New York.  AP says FairPoint CEO David Hauser planned a
conference call with reporters to outline the company's business
plans.

AP notes North Carolina-based FairPoint has also been hurt by
technical problems since paying $2.3 billion for Verizon
Communications' land line and Internet operations in Maine, New
Hampshire and Vermont in 2008. It has operations in 18 states.

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

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

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

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


FAIRPOINT COMMS: Enters Into Tentative Agreement With Unions
------------------------------------------------------------
FairPoint Communications and the International Brotherhood of
Electrical Workers and the Communications Workers of America, the
unions representing close to 3,000 workers in Northern New
England, have reached a tentative deal as the Company works to
restructure its debts, according to the Associated Press.  The
report noted that the Company is seeking about $30 million in
concessions from the Unions.

The deal, which both sides say will help FairPoint in its
restructuring efforts, could be a big step in putting the
Company's finances back in order as it gears up to file its
restructuring plans in New York, The Nashua Telegraph related in
a separate report.

Details of the agreement have not been openly disclosed.  The
Nashua Telegraph newspaper, however, pointed out that union
officials say the agreement highlights on:

  * The delay of a 3% wage increase until 2013;

  * The restructuring of compensation packages;

  * A one-year extension of the current labor contract through
    August 2014, and increased cooperation between labor and
    management;

  * FairPoint's guarantee that it will not try to reject the
    collective bargaining agreement in the course of its
    bankruptcy proceedings; and

  * The setting up a forum for FairPoint's workers and
    management to share ideas on reducing costs and improving
    the Company's finances.  The forum will be referred to as
    the "Joint Committee for Operational Savings."

Union members will have to vote for the ratification of the
parties' tentative agreement.

The new union deal has elicited good reviews from certain
quarters.  Communication Workers of America Local 1400 President
Don Trementozzi told The Nashua Telegraph that all parties
involved need to work hand in hand for the benefit of management,
workers and consumers alike, and that the new union deal might
just be the answer.  International Brotherhood of Electrical
Workers Local 2320 Business Manager Glenn Brackett is glad there
is now a "framework" for both the Company and the Unions to work
with.  Analysts also say that a union deal could "provide some
measure of financial stability once the Company emerges from
bankruptcy," the newspaper noted.

                  About FairPoint Communications

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

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

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

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


FAIRPOINT COMMS: Files Schedules of Assets & Liabilities
--------------------------------------------------------
A.   Real Property
     Warehouse/Plant Office, Odin, Illinois            $542,252

B.   Personal Property
B.1  Cash on hand - Petty Cash                              500
B.2  Bank Accounts
     Fidelity Investments                             5,674,916
     TDBank North                                     4,415,441
     Branch Banking and Trust                         1,855,545
     Sunflower Bank                                     816,649
     RBC Centura                                         17,838
     Southtrust Bank, now Wachovia                       12,693
     Northwest Savings Bank                               1,101
     Bank of America                                        500
B.3  Security deposits                                    2,307
B.13 Business stock and interests                             -
     See http://www.bankrupt.com/misc/FairPt_interests.pdf
B.16 Accounts Receivable
     A/R Other                                          185,317
     Trade Payable Debit Balance-Motorola, Inc.           1,403
     Trade Payable Debit Balance-Fieldstone Quick Stop      568
B.18 Other liquidated debts
     Income Tax Refund                                   13,852
B.21 Other contingent and liquidated claims
     North Carolina State Income Tax                     50,211
     Vermont State Income Tax                             1,184
B.22 Patents, copyrights                           undetermined
B.23 Licenses                                      undetermined
B.28 Office equipment
     Computer software                              130,303,623
     General purpose computers                       11,126,188
     Furniture                                          582,492
     Office support equipment                            83,279
B.29 Machinery, equipment & office supplies
     Construction in progress (Telephone Plant)      45,606,001
     Digital Switching and Circuit Equipment            434,264
B.35 Other personal property
     Prepaid insurance                                3,285,324
     Prepaid agreements                               1,226,302
     Prepaid professional services                    1,000,000

   TOTAL SCHEDULED ASSETS                          $207,239,750
   ============================================================

C.   Property Claimed as Exempt                              $0

D.   Creditors Holding Secured Claims
     Secured Debt
       Bank of America Term Loan B                1,342,909,011
       Bank of America Term Loan A                  496,626,228
       Bank of America Revolving Line of Credit     150,905,193
     Interest Rate Swap Liabilities
       Wachovia Bank N.A.                            59,237,251
       Morgan Stanley Capital Services               39,539,684
     Letters of Credit Outstanding                 Undetermined
     UCC Liens
       Bank of America                             Undetermined
       Fujitsu Network Communications Inc.         Undetermined
       General Electric Capital Corporation        Undetermined
       Nortel Networks Inc.                        Undetermined
       Sumitomo Electric Lightwave Corporation     Undetermined

E.   Creditors Holding Unsecured Priority Claim
     Taxing Authorities in Oregon, Pennsylvania,
     Maine, Vermont and Virginia                              0

F.   Creditors Holding Unsecured Non-priority Claims
     Unsecured Debt
       U.S. Bank - Bonds (New Notes)                475,961,192
       U.S. Bank - Bonds (Old Notes)                 98,675,803
     Trade Payables                                  22,060,101
       See http://bankrupt.com/misc/FairPtSAL_F2.pdf
     Litigation and Insurance Liabilities          Undetermined
       See http://bankrupt.com/misc/FairPtSAL_F3.pdf
     Pension Liabilities                                      0
     Other Liabilities
       Capgemini Technologies LLC                    36,597,260
       Microsoft Licensing, GP                        2,332,547
       Others                                      Undetermined
     Intercompany Claims
       FairPoint Logistics Inc.                      28,817,378
       Berkshire Telephone Corporation                1,152,296
       Others                                         3,859,691
       See http://bankrupt.com/misc/FairPtSAL_F6.pdf

   TOTAL SCHEDULED LIABILITIES                   $2,758,673,635
   ============================================================

                  About FairPoint Communications

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

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

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

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


FAIRPOINT COMMS: Files Statement of Financial Affairs
-----------------------------------------------------
FairPoint Communications, Inc. Senior Vice President, Corporate
Controller Lisa R. Hood reports that during the two years
immediately preceding the Petition Date, the Company earned
income from employment and the operations of its business:

  Year                                    Amount
  ----                                 -----------
  01/01/09 - 09/30/09                  $26,304,772
  01/01/08 - 12/31/08                  $27,952,605
  01/01/07 - 12/31/07                  $25,148,075

During the two years immediately preceding the Petition Date,
FairPoint also earned income from sources other than the
operation of its business:

  Year         Source                                  Amount
  ----         ------                               -----------
  01/01/09 to
  09/30/09     Gain/Loss on Subsidiaries                     $0
               Interest Income                         $360,644
               Dividend Income                         $397,224
               Gain/Loss on Asset Sale                 ($31,135)
               Gain/Loss on Debt Extinguishment     $12,357,025
               Gain/Loss on Derivative Investments   $8,594,856

  01/01/08 to
  12/31/08     Gain/Loss on Subsidiaries            $45,036,673
               Interest Income                       $1,201,932
               Dividend Income                         $354,839
               Gain/Loss on Asset Sale                ($353,406)
               Gain/Loss on Debt Extinguishment     ($8,183,864)
               Gain/Loss on Derivative Investments ($34,059,299)

  01/01/07 to
  12/01/07     Gain/Loss on Subsidiaries            $73,620,383
               Interest Income                         $603,822
               Dividend Income                         $334,497
               Gain/Loss on Asset Sale                  $16,970
               Gain/Loss on Debt Extinguishment              $0
               Gain/Loss on Derivative Investments ($17,201,817)

Within 90 days immediately preceding the Petition Date, FairPoint
related that it paid an aggregate of $59,594,253 to numerous
creditors, a detailed schedule of which is available for free at:

       http://bankrupt.com/misc/FairPtInc_SOFA_3b.pdf

Within one year immediately preceding the Petition Date, the
Company also made payments, totaling $54,736,049 to creditors who
are insiders.  A detailed list of the insider payments is
available for free at:

http://www.bankrupt.com/misc/FairPt_sofa_crdtr_insiders.pdf

Ms. Hood disclosed that within one year immediately preceding the
Petition Date, FairPoint was or is a party to these lawsuits and
administrative proceedings:

  Case Name                              Court
  ---------                              -----
  Ablett v. FairPoint Communications     New Hampshire Superior
                                         Court, Strafford County

  Caleidoscope Communications v.         U.S. District Court
  FairPoint Communications, Inc.         Vermont

  Finest Painting LLC v.                 Portsmouth District
  FairPoint Communications               Court
                                         Rockingham County, NH
                                         District Court

  John Polley v.                         U.S. Equal Employment
   FairPoint Communications              Opportunity Commission

  Karen Pulkkinen v.                     Maine Federal District
   FairPoint Communications, Inc.        Court
   and Verizon New England, Inc.

  Michael Poto v.
  FairPoint Communications, Inc. et al   Maine Human Rights
                                         Commission

  Page v. FairPoint Communications       Keene(NH) Superior
                                         Court

  Perry E. Parker v.                     Vermont Public Service
  FairPoint Communications               Board

  Renander v. FairPoint                  Cumberland County
                                         District Court

  Wendy Kile v.                          U.S. District Court
  FairPoint Communications               District of Maine

  Zantow v. FairPoint                    U.S District Court
                                         District of Maine

The Company gave gifts or donations, totaling $53,429, to
charitable institutions a year immediately before the Petition
Date.  A detailed list of the donations is available for free at:

   http://bankrupt.com/misc/FairPoint_sofa_donations09.pdf

FairPoint also made payments, totaling $5,398,914, for
consultation concerning debt consolidation, relief under
bankruptcy law or preparation in bankruptcy within a year before
the Petition Date.  The Company's payees with respect to those
services are:

  Firm                                        Amount
  ----                                      ----------
  Paul Hastings Janofsky & Walker LLP       $2,722,133
  Rothschild Inc.                            1,279,272
  AlixPartners LLP                           1,089,697
  Ernst & Young LLP                            257,812
  BMC Group Inc.                                50,000

According to Ms. Hood, the Company transferred these properties
other than in the ordinary course of business within two years
preceding the Petition Date:

  Description of Property                 Transferee
  -----------------------                 ----------
  Transition Agreement Release      Verizon Communications, Inc.

  Transfer of cash and shares of    Verizon Communications, Inc.
  stock to purchase Verizon's
  Northern New Hampshire Wireline
  Operations

  January 2009 dividend             FairPoint Communications
                                    Shareholders

Moreover, within 12 months before filing for bankruptcy, the
Company closed its Paypal Account No. 3756583195 with the Bank of
America.

Ms. Hood reports that within two years immediately before the
Petition Date, FairPoint's books of accounts and records were
kept and supervised by these individuals:

Name                Position             Date
----                --------             ----
Alfred Giammarino   Chief Fin. Officer   Sep. 2008 to present
John Crowley        Chief Fin. Officer   Oct. 2007 to Aug. 2008
Lisa R. Hood        Interim CFO          Aug. 2008 to Sep. 2008

KMPG LLP and Ernst & Young LLP audited the Company's books and
records within two years before the Petition Date.

Within two years immediately preceding the Petition Date,

The Company FairPoint also issued, within two years before the
Petition Date, financial statements more than 40 financial
institutions, a list of which is available for free at:

        http://bankrupt.com/misc/FairPoint_SoFA19d.pdf

Current officers, directors and stockholders of FairPoint that
own, control or hold 5% or more of the voting securities of the
Company are:

  Name                         Title
  ----                         -----
  Alfred Giammarino         Executive Vice President, CFO
  Barclays Global Investors 5% Shareholder
  Claude C. Lilly           Director
  D. Brett Ellis            VP, Investor Relations
  David L. Hauser           Chairman, Board of Directors
  David M. Remele           VP, Internal Audit
  Gary C. Garvey            Sr. VP, Human Resources
  Jane E. Newman            Director
  Jeffrey Allen             EVP, Northern New England Ops.
  Lisa R. Hood              Sr. VP, Corporate Controller
  Michael R. Tuttle         Director
  Patrick L. Morse          Sr. VP, Government Affairs
  Peter G. Nixon            Pres. Northern New England Ops.
  Robert S. Lilien          Director
  Shirley J. Linn           EVP, Secretary & General Counsel
  Susan L. Sowell           VP, Asst. Secretary & Gen. Counsel
  Thomas Griffin            VP, Treasurer
  Thomas F. Gilbane, Jr.    Director

                  About FairPoint Communications

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

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

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

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


FLEETWOOD ENTERPRISES: Sells Trademark to Heartland for $306,000
----------------------------------------------------------------
Fleetwood Enterprises Inc. sold its trademarks including Prowler,
Mallard, and Gearbox to Heartland Recreational Vehicles LLC for
$306,000, according to Marilyn Odendah at eTruth.

                    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.


FORD MOTOR: BlackRock Reports 5.19% Equity Stake
------------------------------------------------
BlackRock Inc. said as of December 31, 2009, it may be deemed to
beneficially own 168,514,166 shares or roughly 5.19% of the common
stock of Ford Motor Co.

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

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

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

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

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


FORD MOTOR: Reports 24% Sales Increase in January 2010
------------------------------------------------------
Ford Motor Company reports that higher sales for every brand and
in every product category propelled the Company to a 24% sales
increase in January versus a year ago.

Ford cars were up 43%, crossovers were up 20%, sport utilities
were up 8%, and trucks and vans were up 14%.  Among brands, Ford
sales were up 26%, Lincoln sales were up 16% and Mercury sales
were up 6%.

"Ford's focus on building products consumers want to buy and love
to drive will continue," said Ken Czubay, Ford vice president,
U.S. Marketing Sales and Service.  "In 2010, we will give Ford
customers even more reasons to Drive One."

Ford estimates its January U.S. total market share was
approximately 16% -- about 2 percentage points higher than in
January 2009.  Last year, Ford posted its first full-year U.S.
market share increase since 1995.

Plus, every consumer metric about the Ford brand -- including
favorable opinion, consideration, shopping and intention to buy --
ended the year at record levels.  Last year, favorable opinion
improved 27% and intention to buy Ford increased 30%.

"People increasingly are discovering that the Ford difference is
the strength of our products, particularly our leadership in
quality, fuel efficiency, safety, smart technologies and value,"
said Mr. Czubay.

Among full-line manufacturers, Ford, Lincoln and Mercury vehicles
recorded the largest gain in resale values from the 2009 to 2010
model year.  The projected resale value of Ford vehicles increased
by more than $1,300 per vehicle.  Ford already holds a resale
value advantage over its U.S.-based competitors, and it continues
closing the gap on key imports with some Ford vehicles already
having surpassed competing foreign vehicles.

"Resale value is a key indicator of brand health and an important
contributor to the total value equation," said Mr. Czubay.  "Fleet
managers monitor vehicle operating costs very carefully.  They are
giving Ford more consideration because of our improving resale
values."

In January, Ford sales to fleet customers more than doubled  last
January's depressed levels (up 154%) when most fleet owners
deferred vehicle purchases due to the credit crunch and uncertain
business and economic conditions.

Ford posted gains in every fleet market -- commercial, government
and rental.  On an annual basis, a majority of Ford's fleet sales
are to commercial and government customers where the Ford F-Series
truck and Econoline van have long been top sellers.  Today,
products such as Fusion, Taurus and Escape are popular choices
among fleet customers.

                    Additional Sales Highlights

     -- Ford Fusion, recently named Motor Trend's Car of the Year,
        posted a January sales increase of 49%.  The Fusion Hybrid
        recently was named North American Car of the Year.  Fusion
        and Mercury Milan are the most fuel-efficient mid-size
        sedans in America.

     -- Ford Taurus sales totaled 3,768, up 121% versus a year
        ago.  Since the introduction of the all-new model in
        August, Taurus sales are nearly double year-ago levels.

     -- Crossover utilities also posted strong sales increases.
        In 2009, the Ford brand was the top-selling brand of
        crossovers in the U.S., led by the Ford Escape.  In
        January, Escape sales were up 29% versus a year ago, Edge
        sales were up 26% and Lincoln MKX sales were up 27%.

     -- Ford's F-Series, America's best-selling truck for 33 years
        in a row and best-selling vehicle -- car or truck -- for
        28 years in row, posted a 9% increase in January, and Ford
        Ranger compact pickup sales were up 47%.  In 2009,
        F-Series increased its leadership position among full-size
        pickups with a 4 percentage-point gain in segment share.

     -- Transit Connect, Ford's new versatile, fuel-efficient
        small commercial van, posted January sales of 1,161.  The
        Transit Connect recently was named North American Truck of
        the Year.  Econoline, Ford's full-size van, saw a sales
        increase of 5%.

                         About Ford Motor

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

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

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

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

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


FRED HILL MATERIALS: Files for Chapter 11 Bankruptcy in Washington
------------------------------------------------------------------
Fred Hill Materials Inc. filed for Chapter 11 bankruptcy in the
U.S. Bankruptcy Court for the Western District of Washington,
various sources report.

According to a person with knowledge of the filing, the company
got caught up in the recession and credit crisis.  In May 2009,
the company sold its mining operation at Shine Pit to Auburn-based
Miles Sand & Gravel, and does not deliver sand and gravel anymore.
The move reduced debt, saved jobs and focused Fred Hill on its
core business, the person says.

Ed Friedrich at Kitsap Sun says the company posted $8.6 million
in assets and $5.3 million in liabilities.  The company owes $1.8
million unsecured claim to Western Conference Teamsters Pension
Trust.

Fred Hill Materials Inc. delivers and supplies sand and gravel.


FREESCALE SEMICONDUCTOR: Wants to Amend Terms of Sr. Sec. Facility
------------------------------------------------------------------
Freescale Semiconductor Inc. said it intends to seek amendments to
its senior secured credit facilities to, among other things:

   * extend the maturity of certain of its term loans held by
     accepting lenders to December 1, 2016, and increase the
     interest rate with respect to such extended-maturity term
     loans;

   * allow for the issuance of $750 million aggregate principal
     amount of senior secured notes; and

   * allow for one or more future issuances of additional senior
     secured notes to be secured on a pari passu basis with the
     obligations under the senior secured credit facilities, so
     long as, among other things, the net cash proceeds from any
     issuance are used to prepay amounts outstanding under the
     senior secured credit facilities at par.

The proposed amendment of the senior secured credit facilities is
subject to lender consent and other conditions, and may not occur
as described or at all.

                   About Freescale Semiconductor

Freescale Semiconductor -- http://www.freescale.com/-- is a
global leader in the design and manufacture of embedded
semiconductors for the automotive, consumer, industrial,
networking and wireless markets. The privately held company is
based in Austin, Texas, and has design, research and development,
manufacturing or sales operations around the world.

As of October 2, 2009, Freescale's corporate credit ratings from
Standard & Poor's, Moody's and Fitch were B-, Caa1 and CCC,
respectively.

                            *    *    *

According to the Troubled Company Reporter on Feb. 8, 2010,
Moody's Investors Service assigned a B2 rating to Freescale
Semiconductor, Inc.'s proposed senior secured extended term loan
maturing 2016 and $750 million senior secured notes.
Concurrently, Moody's affirmed Freescale's corporate family,
probability of default, long-term debt and speculative grade
liquidity ratings.  These actions follow the company's recently
launched proposed amendment of its credit agreement.  The assigned
ratings are subject to review of final documentation and no
material change in the terms and conditions of the transactions as
advised to Moody's.  The extended term loan and senior secured
notes ratings are also contingent on passage of the amendment.


GENERAL GROWTH: Makes Distribution of 2009 Common Stock Dividend
----------------------------------------------------------------
General Growth Properties, Inc. announced that its quarterly
common stock dividend in the amount of $0.19 per share paid on
Jan. 28, 2010, to common stockholders of record on Dec. 28, 2009,
will consist of approximately $5.9 million in cash (excluding cash
in lieu of fractional shares) and approximately 4.9 million shares
of GGP common stock.

     Results of the stockholder elections are as follows:

     * Holders of 147.3 million shares elected to receive the
       dividend all in shares.

     * Holders of 164.1 million shares elected to receive the
       dividend all in cash and will receive $0.03616 per share
       in cash (19%) and $0.15384 per share in stock (81%).

     * Holders of 0.9 million shares made no election and will
       receive the dividend all in shares.

     * The Company will pay fractional shares in cash.

The number of shares to be issued in the dividend was based on the
volume weighted average trading prices of the Company's common
stock on January 20, 21 and 22, 2010, or $10.8455 per share.

The dividend paid on January 28, 2010 is a 2009 dividend and is
the sole 2009 distribution on GGP common stock.  The federal
income tax character of the 2009 dividend paid with respect to GGP
common stock is shown below.

     Character of Items of Income Included in Distributions per
      Share

     Payment Date: 1/28/2010

     Ordinary Income Dividends: $0.102508

     Capital Gain Distributions: $0.087492

     Distributions per Share: $0.190000

     Participants should refer to their Federal Form 1099 which
will be mailed no later than March 2, 2010, and contact BNY Mellon
Shareowner Services at 888-395-8037 for further information.
Taxability of the 2009 common stock distributions is not
indicative of the taxability of future distributions.

                  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: Carolina Place JV Has Extension of $155M Loan
-------------------------------------------------------------
General Growth Properties, Inc. announced its joint venture
subsidiary, Carolina Place L.L.C., has closed on an extension of
its $155 million mortgage loan originally scheduled to mature this
month.  The four-year extension is at the current contract rate of
interest, 4.5975%.  The all-in-interest rate after amortization of
fees to be paid in connection with this loan is 5.11%.  Carolina
Place is a 1.3 million square foot regional shopping center
located in Pineville, North Carolina.  This joint venture
subsidiary was not one of the GGP entities that sought bankruptcy
court protection.

GGP also announced completion of the restructuring of 74 secured
mortgage loans aggregating approximately $9.4 billion.  As a
result, 180 GGP subsidiary debtors owning 96 properties are no
longer in bankruptcy.  This final step follows the December 2009
Bankruptcy Court approval (also called confirmation) of the plans
of reorganization that permitted the restructuring of these loans
and the emergence from bankruptcy for the associated subsidiaries
and properties.

Restructuring of the remaining 16 loans aggregating approximately
$2.1 billion approved by the Bankruptcy Court in December 2009 and
January 2010 is expected to be completed in the ordinary course
during the next few weeks.  When these restructured loans are
complete, all of the plans of reorganization previously approved
by the Bankruptcy Court will also be fully implemented.  As a
result, when complete, 36 additional subsidiary debtors associated
with 16 properties will no longer be in bankruptcy.

A complete list of filing and emerged entities and properties is
available for free at http://ResearchArchives.com/t/s?4f83

                  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: Employs Togut Segal as Conflicts Counsel
--------------------------------------------------------
Motors Liquidation Co. and its units sought and obtained the
Court's authority to employ Togut, Segal & Segal, LLP, as their
conflicts counsel, nunc pro tunc to December 21, 2010.

Togut will handle matters that are not appropriately handled by
the Debtors' lead counsel, Weil Gotshal & Manges LLP, or their
other professionals because of a potential conflict of interest,
or those which can be more efficiently handled by Togut.

According to Stephen Karotkin, Esq., at Weil, Gotshal & Manges
LLP, in New York, the Debtors have selected Togut because of the
firm's knowledge in the field of Debtors' protections and
creditors' rights and complex business reorganizations under the
Bankruptcy Code, particularly in the automobile sector.  In
addition, the Togut Firm possesses extensive expertise, experience
and knowledge practicing before bankruptcy courts.

Togut's employment as conflicts counsel will avoid unnecessary
litigation and reduce the overall expense of administering the
Debtors' Chapter 11 cases, Mr. Karotkin related.  WG&M and Togut
will coordinate their efforts and function cohesively to ensure
that the legal services provided to the Debtors by each firm are
not duplicative, he assured the Court.

As conflicts counsel, Togut will render services to the Debtors
for certain discrete matters in which WG&M cannot represent the
Debtors because of a conflict.  Togut's scope of services include:

  * advising the Debtors regarding their powers and duties in
    the continued management of their businesses and properties;

  * taking necessary action to protect and preserve the Debtors'
    estates, including prosecuting actions on the Debtors'
    behalf, defending any action commenced against the Debtors
    and representing the Debtors' interests in negotiations
    concerning litigation in which the Debtors are involved,
    including, but not limited to, objections to claims filed
    against the estates;

  * preparing, on the Debtors' behalf, motions, applications,
    adversary proceedings, answers, orders, reports and papers
    necessary to the administration of the estates;

  * advising the Debtors in connection with any potential sale
    of assets;

  * appearing before the Bankruptcy Court and any appellate
    courts and protect the interests of the Debtors' estates
    before these Courts; and

  * perform other necessary legal services and provide other
    necessary legal advice to the Debtors in connection with
    the Debtors' Chapter 11 cases.

For its services, the Debtors propose to pay Togut on an hourly
basis plus reimbursement of actual, necessary expenses that it
incurred in representing the Debtors.  Togut's hourly rates are:

  Professional                               Hourly Rate
  ------------                               -----------
  Partners                                  $800 to $935
  Associates and counsels                   $275 to $720
  Paralegals and law clerks                 $185 to $285

Albert Togut, Esq., a senior member of Togut, Segal & Segal, LLP,
assures the Court that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
Furthermore, Togut does not have an interest materially adverse to
the interest of the Debtors' estates, Mr. Togut stresses.

                     Fee Examiner Objects

Prior to the Court's approval of Togut's employment, the Debtors'
Fee Examiner asked the Court to deny the employment application
until the Debtors re-submit an application that addresses the Fee
Examiner's concerns regarding Togut's employment.

The Fee Examiner told the Court that he does not per se oppose
Togut's employment but only seeks to better define the retention
and to determine the reasons why WG&M cannot fulfill the Debtors'
needs.  Additionally, the Fee Examiner also asks the Court to
direct the Debtors to amend their proposed order to reflect that
all compensation is subject to Fee Examiner Review.

In his order, Judge Gerber ruled specifically that if the Debtors
are adverse to any counsel's client giving rise to a conflict,
then Togut, and not the Lead Counsel, will represent the Debtors
in those matters.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Fee Examiner Proposes Stuart as Consultant
----------------------------------------------------------
Brady C. Williamson, as fee examiner in Old GM's Chapter 11
cases, seeks the Court's authority to employ Stuart Maue as
consultant effective as of January 22, 2010, for the initial
purpose of assisting in the review of interim fees and expenses of
Jenner and Block LLP; Brownfield Partners LLC, Kramer Levin
Naftalis and Frankel LLP, LFR Inc., and Claro Group LLC.

The Designated Case Professionals reflect the diversity of
professionals retained in the Debtors' cases, in terms of size,
services, and client and case responsibility, making them a
representative sample, Katherine Stadler, Esq., at Godfrey & Kahn,
S.C., in Milwaukee, Wisconsin, notes, on behalf of Mr. Williamson.

Stuart Maue is qualified to assist Mr. Williamson, given its
experience as appointed fee examiner or fee consultant to
committees in other bankruptcy cases including The Tribune
Company, Merisant Worldwide, Inc., Stone & Webster, Incorporated
and K-Mart Corporation, according to Ms. Stadler.

Ms. Stadler contends that the employment of Stuart Maue will aid
the Fee Examiner in the analysis of fees and expenses, thereby
augmenting his ability to properly and efficiently analyze a large
volume of fee and expense requests.

The Fee Examiner intends to retain Stuart Maue to:

  (1) assist in analyzing the fee application of the Selected
      Case Professionals in compliance with the Bankruptcy Code,
      Bankruptcy Rules, the Guidelines of the United States
      Trustee, the Code of Federal Regulations, Local Rules and
      Court orders;

  (2) assist in preparing periodic reports with respect to
      additional subjects regarding professional fees and
      expenses; and

  (3) perform other services as the Fee Examiner may request,
      including the review of other fee applications.

As consultant to Mr. Williamson, Stuart Maue will be paid based on
these hourly rates:

  Professional                                Hourly Rate
  ------------                                -----------
  Project Manager                                 $375
  Legal Auditors & Senior Legal Auditors      $275 to $350
  IT Personnel                                    $175
  Data Control Personnel                           $75

For the review of the Selected Case Professionals' fee
applications, the compensation will not exceed a total of $85,000,
Ms. Stadler clarifies.

James P. Quinn, president and chief operating officer at Stuart
Maue in St. Louis, Missouri, contends that his firm will not
duplicate the work performed by the Fee Examiner or any other
professionals.  He further assures the Court that the firm and its
employees does not have any relationship with (i) the Debtors,
(ii) their creditors or equity holders, (iii) other parties-in-
interest, (iv) the Debtors' attorneys and accountants, or (v) the
United States Trustee.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Old GM's Contract Breach Suit vs. BMW
-----------------------------------------------------
Motors Liquidation Company, formerly known as General Motors
Corporation, commenced an adversary proceeding before the U.S.
Bankruptcy Court for the Southern District of New York against
Bayerische Motoren Werke Aktiengesellschaft, more commonly known
as BMW, for breach of a delivery agreement.

GMC and BMW entered into the 6L45 Development and Delivery
Agreement on May 6, 2004, for the development, production, and
sale of transmissions.  The contract and its exhibits provide
extensive specifications regarding the technical requirements for
the transmissions.  GMC, its Powertrain Group, and its subsidiary
GM Strasbourg SAS, located in Strasbourg, France, fully complied
with their obligations under the contract, developing and
thereafter supplying transmissions to BMW in compliance with the
specifications.  For its part, BMW was obligated, under the terms
of the contract, to purchase a minimum of 1.9 million
transmissions from GMC by December 31, 2015.

In late 2008, BMW requested an amendment to the contract under
which GMC would supply different transmissions incorporating new
technology that is not required by or provided for in the
contract.  GMC -- and later MLC -- negotiated in good faith with
BMW, offering technological solutions and terms that, if accepted,
would have met BMW's requests.

According to the Debtors, BMW, however, repeatedly rejected every
solution proposed by GMC and MLC, and ultimately informed MLC that
it did not intend to comply with its purchase obligations under
the contract, but rather that it would shift production of
transmissions to an alternate supplier.  Remarkably, BMW further
threatened to seek, through the Court, to recover damages from
MLC.

The Debtors contend that a substantial controversy exists between
the parties regarding MLC's performance under the contract that
warrants declaratory judgment.  Moreover, because MLC has fully
performed its obligations under the contract, the Court, applying
German law, should order BMW to specifically perform its
obligations under the contract.

In the alternative, the Court should find that BMW, through its
repudiation of the agreement, has breached the contract and caused
MLC to incur significant and substantial damages, leaving MLC with
no alternative but to seek redress from the Court.

A full-text copy of GMC's Complaint against BMW is available for
free at http://bankrupt.com/misc/04878.pdf

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Saturn Buyers Commence Class Suit vs. Old GM
------------------------------------------------------------
Kelly Castillo, Nichole Brown, Brenda Alexis Digiandomenico,
Valerie Evans, Barbara Allen, Stanley Ozarowski, and Donna Santi
represent a certified class of 150,000 consumers of the Saturn
vehicle manufactured by General Motors Corp., or "Old GM".  The
Plaintiffs filed a class action against Old GM in the United
States District Court for the Eastern District of California,
wherein they alleged that Old GM "manufactured, sold, and/or
distributed certain Saturn vehicles containing VTi transmissions
that were inherently prone to premature failure."

In a final order dated April 14, 2009, California District Judge
William B. Shubb certified the Class and approved a settlement
agreement entered into by Old GM and the Plaintiffs, S. Alyssa
Young, Esq., at Leader & Berkon LLP, in New York, related on
behalf of the Plaintiffs.

As Old GM was acquired by General Motors Company or New GM and New
GM is a Delaware corporation, the Plaintiffs filed in the Delaware
Chancery Court on August 26, 2009, an action seeking declaration
that General Motors Company or "New GM" expressly assumed
liability under the Agreement and Final Judgment, pursuant to the
Amended and Restated Master Sale and Purchase Agreement executed
between Old GM and New GM dated June 26, 2009, as part of Old GM's
bankruptcy proceedings.

Subsequently, New GM removed the Declaratory Judgment Action to
the U.S. District Court for the District of Delaware arguing that
the Declaratory Judgment Action was a core proceeding "arising
under" Title 11 of the Bankruptcy code.  Thereafter, New GM moved,
and the Plaintiffs consented, to transfer the Declaratory Action
to the U.S. District Court for the Southern District of New York
for further transfer to the Southern New York Bankruptcy Court.
The Debtors noted that the Bankruptcy Court "is the proper forum"
for the dispute.

In their adversary complaint, the Plaintiffs specifically allege
that New GM, by virtue of express or implied assumption of
liability, stands in the shoes of Old GM with respect to the Class
Action settlement, Ms. Young said.

           Plaintiffs Seek Temporary Restraining Order

Ms. Young pointed out that despite the existence of the Certified
Class and the Settlement, New GM is contacting Class members on an
ex parte basis "to offer reimbursement in an amount less than the
class members are owed under the Settlement."

Ms. Young specified that in November 2009, New GM sent an internal
memorandum entitled "New Special Reimbursement Policy for Vehicles
Equipped With Variable Transmission Intelligence (VTi)
Transmission-SO Percent of Trans Repair Cost Paid
by GM or Customer May Elect $5,000 Credit" -- or the "New Special
Policy.  Under the New Special Policy, New GM purported to:

  -- reimburse Class members for eligible transmission repair
     expenses at a 50% reimbursement rate, rather than the
     maximum 100% rate provided for in the Class Judgment; and

  -- limit coverage to vehicles with no more than 100,000
     miles, rather than the 125,000-mile coverage provided for
     in the Class Judgment.

As the result of a massive effort by GM to induce the Class to
relinquish their vehicles in exchange for less relief than is
provided by the Class Judgment, the Plaintiffs asked the Court
enter a temporary restraining order:

  (a) preserving the status quo by prohibiting New GM from
      engaging in ex parte communications or business
      transactions in a manner inconsistent with the terms of
      the Class Judgment, except to the extent that the
      Plaintiffs and the Class members are simultaneously
      advised of their rights under the Class Judgment;

  (b) prohibiting New GM from obtaining releases or arguing
      accord and satisfaction; and

  (c) expedite discovery on issues pertinent to a preliminary
      injunction, including communications to Class members
      regarding the new special policy.

"The Court's intervention is required to ensure that the class
members are informed of their rights before they make a decision
to materially compromise their claims to their irreparable
prejudice," Ms. Young contended.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


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

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

                Revenue Departments, et al. Object

The Commonwealth of Pennsylvania Department of Revenue tells Judge
Robert E. Gerber of the United States Bankruptcy Court for the
Southern District of New York that implementing the alternative
dispute resolution procedures with respect to its tax claims in
the Motors Liquidation Co., and its debtor-affiliates' Chapter 11
cases, is "premature."

The Commonwealth is a creditor of Debtors in an amount in excess
of $4,000,000, on account of foreign franchise taxes due as a
result of tax audits.  Specifically, foreign franchise taxes due
for tax years 2004 and 2005 are on appeal at the Commonwealth
Court, Carol E. Momjian, Esq., Senior Deputy Attorney at the
Pennsylvania Office of Attorney General, in Philadelphia,
Pennsylvania, relates.

Most of the pending Audit Appeals are the result of the Debtors'
failure to provide information requested by the Bureau of
Corporation Taxes.  Once this information is provided, the
Commonwealth will be in a better position to review and adjust its
Claims accordingly.  Hence, while the benefits of ADR are obvious,
the procedure for accomplishing resolution of the tax audits is
already in place, Ms. Momjian says.

The Department of Treasury of the State of Michigan avers that it
would not be efficient or economical to force the ADR process at a
time when the Debtors control the flow of information and the
parties-in-interest would need to bargain on wholly speculative
positions.

The Michigan Treasury Department asserts tax claims exceeding
US$114 million against the Debtors, based substantially on state
tax audits that are in various stages of completion.  Until the
Debtors provide outstanding audit compliance issues, it is
impossible to enter into good faith negotiations, Assistant
Attorney General Kathleen A. Gardiner, Esq., told Judge Gerber.

Similarly, the Town of Salina in New York asks the Court that its
claims against the Debtors -- aggregating $41,076,137 for
environmental contamination of various sites within the Town and
the County of Onondoga -- should be exempted from the ADR
Procedures.

According to Lee E. Woodard Esq., at Harris Beach PLLC, in
Syracuse, New York, the Town of Salina Claims "are not ripe for
determination and thus cannot be resolved at this time in
mediation.  Moreover, the Claims are integrated with those that
the State of New York and the New York State Department of
Environmental Conservation.  Accordingly, exempting the Town of
Salina Claims will efficiently preserve the Debtors' resources
because they will be considered along with the New York State's
Claims.

Mr. Woodard points out that the ADR Procedures provide for "an
improper and overly broad ADR Injunction" that leaves claimants in
an uncertain position as they are unable to move forward with
liquidating their claims.  He adds that there are no terms or
provisions in the ADR Procedures to ensure that requisite
discovery is fully undertaken with respect to environmental
claims.  Mr. Woodard further says that the Debtors' proposed panel
of mediators "do not appear to have any expertise in the
environmental arena."

In a separate filing, Jake W. Rodd asks Judge Gerber to exempt his
personal injury claim in the Debtors' cases from Binding
Arbitration under the ADR Procedures.

                  Schedule of Mediators Filed

The Debtors filed with the Court a schedule of mediators to serve
at each of the locations where mediation and arbitration
proceedings under the alternative dispute resolution procedures
will be conducted, specifically in (i) New York, New York; (ii)
Detroit, Michigan; (iii) Dallas, Texas; and (iv) San Francisco,
California.

The Debtors have noted that the proposed ADR Procedures provide a
structure that will (i) promote direct settlement discussions and
exchange of information between the parties; and (ii) absent a
settlement as a result of direct discussions between the parties,
promote resolution of certain proofs of claims through mediation
or arbitration with the assistance of a neutral outside party.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: May Contribute to Pensions Earlier Than Planned
---------------------------------------------------------------
Sharon Terlep at Dow Jones Newswires reports that General Motors
Co. said Friday it may contribute to its U.S. hourly pension
program sooner than initially planned, a move that would help fend
off higher-than-anticipated retiree costs in years to come.

"It's always difficult to forecast the future, but based on
anticipated liabilities, we're looking at this," GM spokeswoman
Noreen Pratcher said, according to Ms. Terlep.

According to Ms. Terlep, Ms. Pratcher said a decision on the
pension contribution isn't expected immediately but will likely
come later this year.

Ms. Terlep relates that, as of September 30, GM's hourly pension
plan was 80% funded.  The company's salaried pension plan was
funded at 89%.

According to Ms. Terlep, Ford Motor Co. has said it has no pension
funding requirements in 2010.  Ford's U.S. salaried and hourly
plans are underfunded by $4.6 billion, the company said.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Total Sales Increase 14% in January 2010
--------------------------------------------------------
General Motors Co. last week said U.S. dealers for GM's brands --
Chevrolet, Buick, GMC and Cadillac -- reported retail sales of
102,420, up 3% compared to January 2009, and 145,098 total sales
(up 30%).  These results were driven by the continued strong
growth of new GM crossovers and passenger cars.  For the month, GM
dealers reported 146,825 total sales (including other brands),
representing a total sales increase of 14% from the previous year.

"This is the fourth month in a row that Chevrolet, Buick, GMC and
Cadillac have shown a collective year-over-year retail sales
increase," said Susan Docherty, GM vice president, Sales, Service
and Marketing.  "Our long-term plan to continue to focus and
strengthen our brands is delivering results."

Chevrolet, Buick, GMC and Cadillac comprised 98% of the company's
retail sales in January, compared to 85% a year earlier.  Retail
sales, including other brands, in the U.S. were 104,122 during the
month.  This represents a 10% decline from a year ago, driven by
other brand sales -- Pontiac, Saturn, Saab and HUMMER -- that were
90% lower.  GM dealers delivered 42,703 fleet vehicles, comprising
29% of total deliveries for the month.

Other Key Facts:

     -- Chevrolet Equinox retail sales increased 67%; estimated
        retail share of the compact crossover segment is up
        5 points (Jan. 2009 vs. Jan. 2010)

     -- GMC Terrain retail sales were up 162% (compared to the
        vehicle it replaces, Pontiac Torrent); estimated retail
        share of the compact crossover segment is up more than
        3 points (Jan. 2009 vs. Jan. 2010)

     -- Cadillac SRX retail sales were up 218% vs. last year, the
        fifth consecutive month it has gained more than 100%
        year-over-year; SRX gained approximately 15 points of
        retail share in the Mid-lux SUV crossover segment
        (Jan. 2009 vs. Jan. 2010)

     -- In their first year on sale, GM Compact Crossovers
        -- Chevrolet Equinox and GMC Terrain -- have become the
        second best selling crossovers in the industry

     -- GM sells more crossovers than any other automaker,
        representing approximately 20% of industry crossovers sold

     -- Buick LaCrosse retail sales were up 142%, the fourth
        consecutive month it has gained more than 100% year-over-
        year; LaCrosse gained an estimated 12 points of retail
        segment share, making it number one in its segment
        (Jan. 2009 vs. Jan. 2010)

     -- Chevrolet dealers sold 5,371 Camaros -- the eighth
        straight month it has outsold Mustang

"Our launch vehicles such as the Chevrolet Equinox and Camaro,
Buick LaCrosse, GMC Terrain, and Cadillac SRX continue to attract
new customers to our brands," Ms. Docherty said.  "In addition to
styling and fuel efficiency, customers have told us they want
safe, high quality vehicles.  They can have peace of mind knowing
that our vehicles come standard with our 5-year, 100,000 mile
powertrain warranty and OnStar."

          Management Discussion of January Sales Results

"Global economic recovery is picking up pace," said Mike
DiGiovanni, executive director, global market and industry
analysis. "In the U.S., we are seeing a strong rebound in
manufacturing and stabilization of consumer confidence, which will
support a slow but steady improvement in the vehicle market."

                           U.S. Economy

     -- Leading economic indicators point to a continuing recovery
        in 2010, although risks remain

     -- Job losses continue to decline, but initial claims of
        unemployment remain high, indicating continuing reduction
        in the labor force.  Unemployment is likely to stay near
        10%

     -- Consumer confidence stabilized at the December level.
        Consumer vehicle buying attitude is improving, but
        consumers don't anticipate a strong recovery in jobs and
        income

     -- Home prices have stabilized in large parts of the country.
        Housing starts dropped 4% in December, but rising housing
        permits indicate construction will pick up in coming
        months

     -- The manufacturing sector continues to expand.  Corporate
        profit reports show the corporate sector is positioned to
        expand as the economy improves

                        U.S. Auto Industry

     -- The U.S. January 2010 SAAR is estimated to be
        approximately 11.0 to 11.3 million (total industry
        estimate) -- largely on par with Q4 2009 sales

     -- Based on the strengthening U.S. economy, GM is increasing
        its 2010 CY sales outlook to 11.5 to 12.0 million (total
        vehicle)

              Other Brands Sales Down 90% in January

            -- Represent 1.2% of Sales, 1% of Inventory

Saturn, Pontiac, Saab and HUMMER combined volumes represented 1.2%
of total sales in January, compared with 12% in May 2009.

Inventories for the combined brands totaled 4,212 units at January
month-end, representing a 96% decrease compared to the end of May
2009 (112,141 units).

A full-text copy of GM's sales report is available at no charge
at http://ResearchArchives.com/t/s?5145

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Won't Move Out of Renaissance Center
----------------------------------------------------
Sharon Terlep at Dow Jones Newswires reports that General Motors
Co. said it won't move its world headquarters out of the
Renaissance Center in Detroit.  The company made the call because
of the cost and disruption involved in such a move, GM spokesman
Tom Wilkinson said.  "We are deciding instead to focus on products
and marketing," he said, according to Ms. Terlep.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GMAC INC: Posts $10.3 Billion Net Loss for FY 2009
--------------------------------------------------
GMAC Financial Services last week reported a net loss of
$5.0 billion for the fourth quarter of 2009, compared to net
income of $7.5 billion for the fourth quarter of 2008.  For the
2009 full year, GMAC reported a net loss of $10.3 billion,
compared to net income of $1.9 billion in 2008.  Results for the
2009 fourth quarter and full year were largely affected by losses
related to legacy assets in the mortgage operations.  Results for
the 2008 fourth quarter and full year benefited from an
$11.4 billion after-tax gain from the extinguishment of debt
related to GMAC's bond exchange.

Results in the quarter were adversely affected by several
significant items, including:

     -- $3.3 billion of losses related to strategic mortgage
        actions;

     -- $573 million mortgage repurchase reserve expense;

     -- $308 million original issue discount amortization expense
        related to the December 2008 bond exchange;

     -- $262 million provision related to legacy Nuvell subprime
        assets;

     -- $122 million of mortgage servicing rights (MSR) valuation
        adjustments; and

     -- $118 million of losses in international automotive
        operations related to certain wind-down costs.

The aggregate pre-tax impact of these significant items was
$4.7 billion.

"GMAC has undergone significant transformation in 2009 and as a
result, is better positioned to pursue business and market
opportunities going forward," said GMAC Chief Executive Officer
Michael A. Carpenter.  "Key steps during the year included:
diversifying the profitable automotive finance business with the
addition of Chrysler; launching the Ally Bank brand, which is a
key part of our funding profile; strengthening our capital and
liquidity positions; and implementing major restructuring actions
to minimize risk related to the legacy mortgage business.  We are
encouraged with the progress, and the recent upgrades of our
credit ratings demonstrate that the steps we are taking are
appropriate and making an impact."

During the year, GMAC made the decision to sell certain businesses
and has classified them as discontinued operations.  Excluding the
results from these businesses, net loss from continuing operations
totaled $3.9 billion in the fourth quarter of 2009, compared to
net income from continuing operations of $7.7 billion in the
comparable prior year period.   Net loss from continuing
operations for full-year 2009 totaled $8.0 billion, compared to
net income from continuing operations of $3.4 billion in the prior
year.

As of Dec. 31, 2009, GMAC changed the presentation of and the
business activities comprising its operating segments and
implemented a funds-transfer-pricing (FTP) methodology to bring
reporting in line with industry and bank holding company best
practices.  The net impact of the FTP methodology is included
within the results of Corporate and Other.  Prior period results
have also been restated.

                       Liquidity and Capital

GMAC reported that as of Dec. 31, 2009, it had $172.306 billion in
total assets and total debt of $98.313 billion.

GMAC's consolidated cash and cash equivalents were $14.8 billion
as of Dec. 31, 2009, up from $14.2 billion at Sept. 30, 2009.
Included in the consolidated cash and cash equivalents balance
are: $765 million at Residential Capital, LLC (ResCap);
$4.9 billion at Ally Bank, which excludes certain intercompany
deposits; and $121 million at the insurance businesses.  The
increase in consolidated cash reflects continued growth in retail
deposits.

On Dec. 30, 2009, GMAC announced a series of capital actions
including: a $3.79 billion capital infusion from the U.S.
Department of the Treasury; the conversion of $3.0 billion of
existing convertible preferred stock held by the U.S. Treasury
into GMAC common equity; and the exchange of all of the remaining
preferred stock held by the U.S. Treasury for $10.13 billion of
newly issued mandatorily convertible preferred securities (MCP).
With these actions, GMAC achieved the capital buffer required to
meet the worse-than-expected economic scenario under the Federal
Reserve's Supervisory Capital Assessment Program (SCAP).  The
$3.79 billion cash infusion was less than the $5.6 billion
originally anticipated by the Federal Reserve in May 2009 due in
large part to lower-than-expected losses related to the General
Motors bankruptcy filing.

GMAC's total equity at Dec. 31, 2009 was $20.8 billion, down from
$24.9 billion at Sept. 30, 2009.  The decrease in total equity was
primarily due to the net loss in the fourth quarter of 2009,
partially offset by the sale of $1.25 billion of MCP to the U.S.
Treasury, which constituted a portion of the $3.79 billion capital
infusion.  GMAC's preliminary fourth quarter Tier 1 capital ratio
was 14.1 percent, compared to 14.4 percent in the third quarter.
The Tier 1 capital ratio was lower on a sequential basis due to
the net loss in the quarter, partially offset by the $3.79 billion
capital infusion by the U.S. Treasury and lower total assets.

Ally Bank and ResMor Trust continue to enhance GMAC's funding
flexibility through growth in deposits.  Ally Bank and ResMor
Trust deposits, excluding certain intercompany deposits, increased
in the fourth quarter to $31.1 billion as of Dec. 31, 2009, from
$28.8 billion at Sept. 30, 2009.  Retail deposits at Ally Bank
were $16.9 billion at quarter-end, compared to $15.9 billion at
the end of the third quarter of 2009.  Brokered deposits at Ally
Bank increased to $10.1 billion at quarter-end, compared to
$9.2 billion at the end of the third quarter of 2009.

                    Global Automotive Services

This quarter GMAC changed the presentation of its reporting to
reflect Global Automotive Services, which consists of GMAC's auto-
centric businesses around the world, including: North American
Automotive Finance, International Automotive Finance and
Insurance.  GMAC had previously reported Global Automotive Finance
and Insurance separately.  The inclusion of Insurance is
consistent with GMAC's strategic focus on dealer-related insurance
offerings.

Global Automotive Services reported fourth quarter 2009 pre-tax
income from continuing operations of $309 million, compared to a
pre-tax loss from continuing operations of $346 million in the
comparable prior year period.  Continuing operations in the
segment were affected by improved net financing revenue driven by
strong remarketing gains, offset by losses in international
operations related to certain wind-down costs and a loss provision
expense related to the Nuvell subprime legacy portfolio.  The size
of the Nuvell portfolio was approximately $4 billion at year-end
2009 and is expected to run off to approximately $2 billion by
year-end 2010.

GMAC remains focused on its core strength of providing automotive
financing to GM and Chrysler dealers and customers.  At Dec. 31,
2009, GMAC's U.S. wholesale penetration for General Motors dealer
stock was 90.9 percent, compared to 85.2 percent at year-end 2008.
U.S. retail penetration for GM was 30.3 percent, up significantly
from 4.7 percent in the fourth quarter of 2008, when the company
had restricted its retail lending as a result of challenges in the
credit and capital markets.

The company also continued to make significant progress in
expanding its financing footprint to Chrysler dealers and
customers.  At year end, GMAC had completed the formal
underwriting process for 1,474 U.S. Chrysler dealers that applied
for standard wholesale credit lines and approved 94 percent of
those dealers.  GMAC's U.S. wholesale penetration for Chrysler
dealer stock increased to 77.3 percent at Dec. 31, 2009, up from
67.3 percent at Sept. 30, 2009.   During the fourth quarter of
2009, GMAC originated $894 million of new Chrysler retail loans,
compared to $721 million in the prior quarter.  GMAC's U.S. retail
penetration for Chrysler during the fourth quarter improved to
25.5 percent, compared to 13.3 percent in the third quarter.

                        Mortgage Operations

Mortgage Operations, which includes ResCap and the mortgage
activities of Ally Bank and ResMor Trust, reported a pre-tax loss
from continuing operations of $4.0 billion during the fourth
quarter of 2009, versus a pre-tax loss from continuing operations
of $790 million in the comparable prior year period.  Results from
continuing operations in the fourth quarter of 2009 were driven by
the recent strategic actions taken by GMAC to sell certain legacy
mortgage assets resulting in the reclassification from HFI to HFS,
which resulted in a $2.6 billion loss.  The segment also reported
a mortgage repurchase reserve expense for the fourth quarter of
$573 million.

These actions, inclusive of estimated operating losses for the
period, required a total capital contribution to ResCap of
approximately $2.8 billion in the form of mortgage loans acquired
by GMAC from Ally Bank, GMAC debt forgiveness and cash. With the
capital contribution, ResCap's net worth complies with the minimum
level required to meet certain covenants.  GMAC said these
strategic actions are expected to minimize further effects from
the legacy mortgage business and will better position GMAC to
explore strategic alternatives with respect to its mortgage
operations.

As part of its loss mitigation efforts, GMAC continues to
participate in the Home Affordable Modification Program (HAMP),
which was created by the U.S. government to assist struggling
homeowners. As of Dec. 31, 2009, GMAC had executed more than 9,800
permanent loan modifications, more than any other servicer, and
had started more than 32,000 trial modifications.

                              Outlook

The progress made in 2009 and the capital and strategic actions
taken by GMAC at the end of the year have strengthened its capital
base and better-positioned the company for improved financial
performance.  These actions are expected to improve GMAC's access
to the capital markets over time and minimize further effects from
the legacy mortgage business.  Additionally, these actions
position GMAC to explore strategic alternatives for ResCap and the
mortgage business and are expected to accelerate the repayment of
the U.S. government's investment.

Looking ahead, GMAC is focused on achieving these key strategic
objectives:

     -- Capitalize on opportunities in the auto finance business

     -- Demonstrate improved access to the capital markets

     -- Continue to build deposit base at Ally Bank

     -- Drive critical focus on profitability

     -- Explore strategic alternatives to maximize value of
        mortgage operations and further limit risk

     -- Transition fully to bank holding company model

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?5146

                   About GMAC Financial Services

GMAC -- http://www.gmacfs.com/-- is a bank holding company with
15 million customers worldwide.  As a global financial services
institution, GMAC's business operations include automotive
finance, mortgage operations, insurance and commercial finance.
The Company also offers retail banking products through its online
bank, Ally Bank.

                           *     *     *

As reported by the Troubled Company Reporter on February 8, 2010,
Moody's Investors Service upgraded the senior unsecured rating of
GMAC and GMAC-supported subsidiaries to B3 from Ca, with a stable
rating outlook.  The long-term rating of mortgage finance
subsidiary Residential Capital was affirmed at C, with a stable
rating outlook.

The TCR on January 29, 2010, reported that Standard & Poor's
Ratings Services raised its long-term counterparty credit rating
on both GMAC and Residential Capital to 'B' from 'CCC'.  The 'C'
short-term ratings and the 'C' preferred securities ratings are
affirmed.  S&P also affirmed the recovery ratings on senior
secured debt at Residential Capital LLC and raising the senior
secured debt ratings.  The outlook on both entities is stable.


GMAC INC: Moody's Upgrades Senior Unsecured Rating to 'B3'
----------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured rating of
GMAC, Inc., and GMAC-supported subsidiaries to B3 from Ca, with a
stable rating outlook.  The long-term rating of mortgage finance
subsidiary Residential Capital, LLC was affirmed at C, with a
stable rating outlook.  This concludes Moody's review of GMAC's
ratings initiated on June 10, 2009.

The upgrade of GMAC's rating reflects the improvement in the
firm's capital position resulting from its December 2009 issuance
of $2.54 billion of trust preferred securities and $1.25 billion
of mandatory convertible preferred securities to the U.S.
Treasury.  GMAC's capital position also benefited from the U.S.
Treasury's conversion of $3.0 billion of its existing MCP into
GMAC common equity.  The U.S. Treasury now owns 56% of GMAC.  The
additional capital enabled GMAC to maintain relatively stable
capital ratios even as it absorbed $3.28 billion of fourth quarter
2009 pre-tax charges to mark certain residential mortgages to fair
value, $.57 billion of repurchase reserve expense, and
$.81 billion of other significant items that contributed to a
$4.95 billion net loss for the quarter.

"In Moody's view, the U.S. Treasury's substantial stake in GMAC
has a stabilizing influence on the company's otherwise challenged
credit profile," said Moody's senior analyst Mark Wasden.  "Though
it is weaker on a standalone basis, GMAC's credit profile is
lifted to a B3 level as a result of the U.S. Treasury's investment
in and support of GMAC." Moody's expectation is that the U.S.
Treasury will continue its involvement in and support of GMAC
until it has achieved a level of operational and funding stability
that puts it in a position to exist independent of government
support.  The stable outlook reflects Moody's view that the U.S.
Treasury's involvement with GMAC will extend for at least the next
12-18 months, the timeframe for Moody's ratings outlooks.

Moody's said that continuing uncertainties at ResCap, in terms of
asset quality performance and liquidity, remain constraints to
GMAC's ratings.  Moody's assumes that GMAC will remain supportive
of ResCap as it continues to manage its remaining risk exposures
through eventual liquidation or sale.  ResCap has approximately
$2 billion of long-term debt maturing in 2010, funds for which
Moody's believes are likely to be provided by GMAC, whose own
liquidity resources are constrained.  An unexpected deterioration
in asset performance or increase in loan repurchase obligations at
ResCap could further weigh on GMAC's capital and liquidity.

GMAC's own liquidity challenges also continue as a rating
constraint.  GMAC has considerable debt maturities through 2012,
including $7.5 billion of TLGP debt maturities in 2012.  Moody's
believes that GMAC will need to issue unsecured debt to fund debt
maturities at the parent holding company.  However, the firm's
ability to consistently access this market is not assured, though
the U.S. Treasury's investment in the firm could help to ease
investor concerns.  Additionally, Moody's believes there is
execution risk associated with GMAC's business and funding
transitions, including growth expectations for Ally Bank.

Supporting GMAC's upgrade is the improved operating prospects for
GMAC's auto finance operations as the economy stabilizes.
However, Moody's expects that GMAC's auto finance risk-adjusted
returns will remain below historical levels for the foreseeable
future due to elevated credit loss experience and the high cost of
certain funding sources.

The rating outlook and ratings could come under upward pressure if
there is a meaningful and certain diminution of GMAC's remaining
credit and support exposures to ResCap.  A further strengthening
of GMAC's liquidity position to the degree that it can reliably
serve the firm's operating requirements independent of the U.S.
government's involvement would also positively influence the
firm's ratings and outlook.  Moody's believes that as a condition
for maintaining the current B3 rating and stable outlook, GMAC
must demonstrate improved profitability in its core auto finance
business during 2010, as this will be necessary to improve the
prospects for the firm to access debt and possibly equity capital.

Ratings upgraded in the action include:

GMAC, Inc.:

  -- Issuer Rating: to B3 from Ca
  -- Senior Unsecured: to B3 from Ca
  -- Preferred Stock, Series A: to Caa3 from C

General Motors Acceptance Corp. of Canada Ltd.:

  -- Backed Senior Unsecured: to B3 from Ca

GMAC, Australia (Finance) Limited:

  -- Backed Senior Unsecured: to B3 from Ca

GMAC Australia LLC:

  -- Backed Senior Unsecured: to B3 from Ca

GMAC International Finance B.V.  :

  -- Backed Senior Unsecured: to B3 from Ca

GMAC (NZ) Limited:

  -- Backed Senior Unsecured: to B3 from Ca

GMAC Bank GmbH:

  -- Backed Senior Unsecured: to B3 from Ca

In its last rating action on June 10, 2009, Moody's upgraded
GMAC's senior unsecured rating to Ca from C and placed its ratings
on review for further possible upgrade.

GMAC Inc. is a global provider of auto finance, residential
mortgage finance, and related products and services.


HARRISBURG, PENNSYLVANIA: Chapter 9 Filing Among Options
--------------------------------------------------------
Dunstan McNichol at Bloomberg News, citing the chairwoman of the
city council committee, reported that Harrisburg, Pennsylvania,
will consider seeking Chapter 9 bankruptcy protection along with
tax increases and asset sales as options to address $68 million in
debt service payments due this year.

According to the report, Susan Brown-Wilson, chairwoman of the
Budget and Finance Committee said every option, including tax and
fee increases, bankruptcy and a state takeover through
Pennsylvania's Act 47 municipal oversight program will be
considered

Harrisburg's Budget and Finance Committee began a week of hearings
last night to consider a 2010 spending plan.

The $68 million in debt service payments that Harrisburg faces in
connection with the construction of a waste incinerator this year
is four times what the city expects to raise through property
taxes, and $4 million more than the city's entire proposed
operating budget.


HARVEST OIL: Wants Solicitation Period for Cramdown Plan Extended
-----------------------------------------------------------------
Harvest Oil & Gas, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Western District of Louisiana to extend
their exclusive period to obtain acceptances of the Cramdown Plan,
as it may be further amended, or alternatively, to file a joint
plan with the creditor constituencies.

The Debtors request that the exclusive period be extended until
the Court issues its ruling on confirmation of either the Cramdown
Plan or a joint plan with the creditor constituencies

The Court will consider at a hearing scheduled for February 23,
2010 at 11:00 a.m. at Courtroom, Lafayette, the Debtors' motion
for an extension in their exclusive period.

Headquartered in Covington, Louisiana, Harvest Oil and Gas, LLC --
http://www.harvest-oil.com/-- is engaged on acquisition,
development and exploration of energy resources.  The Debtor and
its debtor-affiliates filed for Chapter 11 protection on March 31,
2009 (Bankr. W.D. La. Lead Case No. 09-50397).  Robin B.
Cheatham, Esq., at Adams & Reese LLP, represents the Debtors in
their restructuring efforts.  The Debtors listed between
$100 million and $500 million each in assets and debts.


HAWAIIAN TELCOM: FTI Awarded $600,000 for April-September
---------------------------------------------------------
In an order dated January 19, 2010, the Bankruptcy Court
authorized Hawaiian Telcom Communications Inc. and its units to
pay FTI Consulting, Inc. $600,000 in fees for services rendered
and $44,886 as reimbursement for expenses incurred for the interim
period from April 1, 2009 to June 30, 2009.

The Court previously authorized the Debtors to pay FTI
Consulting's fees for $629,708 and expenses for $21,358, and the
holdback amount for the interim period from April 1, 2009,
through June 30, 2009.  FTI Consulting is the financial advisor of
the Official Committee of Unsecured Creditors.

Meanwhile, pursuant to Sections 330 and 331 of the Bankruptcy
Code, Judge King authorizes the Debtors to pay the fees and
expenses of these professionals for services rendered from July 1,
2009 through September 30, 2009:

Firm                                   Fees      Expenses
----                               ----------    --------
Morrison & Foerster LLP              $609,747     $93,278
Moseley Biehl Tsugawa Lau             $70,373      $4,493
& Muzzi LLLC

Morrison & Foerster acts as lead counsel to the Official
Committee of Unsecured Creditors while Moseley Biehl serves as
the Committee's co-counsel.

                   About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

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


HEARTLAND PUBLICATIONS: Lender Showdown On for Feb. 19
------------------------------------------------------
Heartland Publications LLC scheduled a hearing on Feb. 19 for
approval of the disclosure statement explaining the prepackaged
reorganization plan on Dec. 21.

Bill Rochelle at Bloomberg News reports that an affiliate of
Goldman Sachs Group Inc., however, has filed a motion asking the
judge to find that the plan lacks the requisite majority support
from lenders.  Goldman Sachs believes it's a waste of time to go
ahead with the plan-approval process because there won't be a
majority of secured creditors voting for the plan.  A hearing on
Goldman's request is scheduled for February 19.

Bill Rochelle recounts that as recited in a court filing on Feb.
3, General Electric Capital Corp., as agent for the lenders,
agreed with Heartland on a reorganization plan that retains too
much debt, in the opinion of an affiliate of Goldman Sachs Group
Inc. Before the bankruptcy filing in December, the opinions of the
lenders were split down the middle. Two favored the GECC
structure, and Goldman Sachs and another opposed.
Although GECC and its ally hold more than two-thirds in
dollar amount of the senior debt, confirming the plan also
requires a majority of lenders voting in favor.  The even split
wouldn't supply the required majority.

According to the report, to break the logjam, as told by Goldman
Sachs, GECC assigned part of its claim to affiliates so there
would be a majority of creditors voting in favor.  Goldman Sachs
reciprocated by likewise splitting its claim.  Consequently, there
still aren't enough "yes" votes, Goldman Sachs says.

Heartland Publications LLC filed a reorganization plan that
proposes to give a new $70 million term loan and 90% of the new
equity to holders of $113.7 million in prepetition first-lien
debt.  According to the disclosure statement, if the prepetition
second lien lenders owed $44.9 million vote for the Plan, they
will receive a class of equity interests representing 5% of equity
value above an enterprise value of $100 million.  The second-lien
lenders would also receive warrants for 5% of the equity based on
an equity value of $50 million.  Unsecured creditors are to be
paid in full if second-lien creditors vote for the Plan.

                    About Heartland Publications

Headquartered in Clinton, Connecticut, Heartland Publications, LLC
-- http://www.heartlandpublications.com/-- operates 50 paid-
circulation newspapers and numerous free or controlled
distribution products in Georgia, Kentucky, North and South
Carolina, Ohio, Oklahoma, Tennessee, Virginia and West Virginia.
The Company reaches more than 250,000 print subscribers each month
and many others via interactive Web sites.  The Company operates
50 paid-circulation newspapers and numerous free or controlled
distribution products in nine states.

Heartland Publications, LLC -- aka Macon County Times, et al. --
filed for Chapter 11 bankruptcy protection on December 21, 2009
(Bankr. D. Del. Case No. 09-14459).  Kenneth J. Enos, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor,
assist the Company in its restructuring effort.  Duff & Phelps,
Securities LLC is the Debtor's financial advisor.  Epiq Bankruptcy
Solutions is the Debtor's claims and notice agent.  As of
October 31, 2009, the Debtor has $134.3 million in assets and
$166.2 million in liabilities.


HEXION SPECIALTY: Panel Approves 2010 Incentive Compensation Plan
-----------------------------------------------------------------
The Compensation Committee of the Board of Directors of Hexion
Specialty Chemicals Inc. approved the company's 2010 Incentive
Compensation Plan.  Each of the Company's executive officers and
other specified members of management are eligible to participate
in the 2010 Plan.

Under the 2010 Plan, participants earn cash bonus compensation
based upon the achievement of business unit, division or overall
Company financial targets and environmental safety and health
goals, and the achievement of division or overall Company cash
flow targets.

Any payments under the 2010 Plan are subject to the approval of
the Company's audited annual financial results by our Audit
Committee and are normally paid in April of the following year.

                 About Hexion Specialty Chemicals

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

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

                            *    *    *

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


HEXION SPECIALTY: Inks Amended Credit Agreement With JPMorgan
-------------------------------------------------------------
Hexion Specialty Chemicals Inc. said it entered into an amendment
agreement to its second amended and restated credit agreement
dated Nov. 3, 2006, with JPMorgan Chase Bank N.A.  The company
said the final amount of lender under the company's senior secured
credit facilities that have agreed to extend the maturity of their
term loans represent approximately $951 million aggregate
principal amount of term loans.

A full-text copy of the amended and restated credit agreement is
available for free at http://ResearchArchives.com/t/s?5144

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

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

                            *    *    *

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


HEXION SPECIALTY: Amends Terms of Senior Sec. Credit Facility
-------------------------------------------------------------
Hexion Specialty Chemicals Inc. amended its senior secured credit
facility pursuant to an amendment and restatement of the credit
agreement governing this credit facility.

On Jan. 29, 2010, Hexion U.S. Finance Corp. and Hexion Nova Scotia
Finance, ULC, each a wholly owned subsidiary of the company,
together assumed $1,000,000,000 aggregate principal amount of
8.875% senior secured notes due 2018, which mature on February 1,
2018, pursuant to a supplemental indenture, dated as of
January 29, 2010, among the Companies, the Registrant, the other
subsidiaries of the Registrant party thereto and Wilmington Trust
FSB, as trustee, to an indenture, dated as of Jan. 29, 2010, among
Hexion Finance Escrow LLC and Hexion Escrow Corporation, wholly
owned subsidiaries of the Registrant, and Wilmington Trust FSB, as
trustee.

The notes are guaranteed, jointly and severally, on a senior
secured basis, by the Registrant and certain of its existing and
future domestic subsidiaries that guarantee the company's senior
secured credit facility.  The guaranteed obligations are secured
by a security interest in the collateral owned by each guarantor.
The collateral consists of a lien on substantially all of the
Company tangible and intangible assets and of each subsidiary
guarantor, except for those assets excluded as collateral under
the company's new senior secured credit facilities; and all of the
capital stock of certain of our direct subsidiaries and each
subsidiary guarantor, other than the capital stock which is
prohibited from being pledged pursuant to the indentures governing
our other outstanding debentures, provided that no more than 65%
of the capital stock of first-tier foreign subsidiaries is
required to be pledged, and subject to certain exceptions if any
such pledge would require that separate financial statements with
respect to any such pledged entity would be required pursuant to
Rule 3-16 of Regulation S-X to be provided in connection with the
filing of a registration statement related to the notes or any
other filing we are required to make with the Securities and
Exchange Commission.

Notwithstanding the foregoing, the initial collateral securing the
notes shall not include:

   * any real estate or Principal Property;

   * any property or assets owned by any of our foreign
     subsidiaries

   * any assets which, if included in the collateral, would
     require the company's existing 7 7/8% debentures, 8 3/8%
     debentures and 9 2/10% debentures to be ratably secured with
     the notes pursuant to the terms of the indentures for such
     existing debentures.

The notes and the guarantees are the company's senior secured
obligations, and rank: pari passu in right of payment with the
company's and its guarantors' existing and future senior
indebtedness, including debt under its senior secured credit
facilities and the guarantees thereof; effectively junior in
priority as to collateral with respect to its and its guarantors'
obligations under its senior secured credit facilities and any
other future obligations secured by a first-priority lien on the
collateral; senior in priority as to collateral with respect to
its and its guarantors' obligations under its Existing Second Lien
Notes and any other future obligations secured by a junior lien on
the collateral; and senior in right of payment to its and its
guarantors' existing and future subordinated indebtedness; subject
to certain permitted liens and exceptions as further described in
the Indenture and the security documents relating thereto.

The Companies will pay interest on the notes at 8.875% per annum,
semiannually to holders of record at the close of business on
January 15 or July 15 immediately preceding the interest payment
date on February 1 and August 1 of each year, commencing on
August 1, 2010.

The Companies may redeem the notes, in whole or part, at any time
prior to February 1, 2014, at a price equal to 100% of the
principal amount of the notes redeemed plus accrued and unpaid
interest to the redemption date and a "make-whole premium."  The
Companies may redeem the notes, in whole or in part, on or after
February 1, 2014, at the redemption prices set forth in the
Indenture.  At any time before February 1, 2013, the Companies may
choose to redeem up to 35% of the principal amount of the notes at
a redemption price equal to 108.875% of the face amount thereof
with the net proceeds of one or more equity offerings so long as
at least 65% of the aggregate principal amount of the notes at
maturity issued of the applicable series remains outstanding
afterwards.

The Indenture contains covenants that limit the Companies' ability
to, among other things:

   * incur additional debt or issue certain preferred shares;

   * pay dividends on or make other distributions in respect of
     its capital stock or make other restricted payments;

   * make certain investments;

   * sell certain assets;

   * create or permit to exist dividend and payment restrictions
     affecting its restricted subsidiaries;

   * create liens on certain assets to secure debt;

   * consolidate, merge, sell or otherwise dispose of all or
     substantially all of its assets;

   * enter into certain transactions with its affiliates; and

   * designate its subsidiaries as unrestricted subsidiaries.

These covenants are subject to a number of important limitations
and exceptions.  The Indenture also provides for events of
default, which, if any of them occurs, would permit or require the
principal, premium, if any, interest and any other monetary
obligations on all the then outstanding notes to be due and
payable immediately.

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

               http://ResearchArchives.com/t/s?5142

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

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

                            *    *    *

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


I & C PROPERTY: Has Until Today to File Schedules & Statement
-------------------------------------------------------------
Raymond B. Ray of the U.S. Bankruptcy Court for the Southern
District of Florida extended until today, February 9, 2010, I & C
Property Management, Inc.'s time to file its schedules of assets
and liabilities, and statement of financial affairs.

Oakland Park, Florida-based I & C Property Management, Inc., filed
for Chapter 11 bankruptcy protection on January 12, 2010 (Bankr.
S.D. Fla. Case No. 10-10539).  David Marshall Brown, Esq., who has
an office in Fort Lauderdale, Florida, assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $100,001 to $500,000 in liabilities.


INDUSTRY WEST: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Industry West Commerce Center, LLC, filed with the U.S. Bankruptcy
Court for the Northern District of California its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $23,670,000
  B. Personal Property              $617,648
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $18,673,520
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $93,339
                                 -----------      -----------
        TOTAL                    $24,287,648      $18,766,859

Santa Rosa, California-based Industry West Commerce Center, LLC, a
California limited liability company, filed for Chapter 11
bankruptcy protection on January 14, 2010 (Bankr. N.D. Calif. Case
No. 10-10088).  John H. MacConaghy, Esq., at MacConaghy and
Barnier, 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.


ISACK ROSENBERG: Judge Clark Rejects Stipulation with Capital One
-----------------------------------------------------------------
Isack Rosenberg asked the Honorable Carla E. Craig for authority
to enter into a proposed stipulation with Capital One, N.A.,
extending the deadline for the closing of a transaction in which
the debt owed to Capital One would be purchased at a discount, as
set forth in a previously approved stipulation between those
parties.  The Motion was opposed by Galster Funding, L.L.C., RCG
Longview II, L.P., RCGLV Maspeth, LLC.  Capital One also objects
to the approval of the Proposed Stipulation, arguing that the
original stipulation expired by its terms and that the manner in
which the Debtor seeks to pay the discount amount to Capital One
does not comply with the terms of either stipulation.

The Original Settlement Agreement, signed by McCaren, the Debtor
and Mr. Schwartz, as well as Capital One, provided that the Debtor
has the right to arrange for a third party to purchase the McCaren
Debt, at a discount, no later than December 21, 2009.  If this
right was not exercised, the Settlement Agreement provided that
Capital One shall have the right thereafter to sell the McCaren
Debt without interference. In the event that Debtor's right was
not timely exercised, and in the event that the Debtor did not
obtain a temporary certificate of occupancy for the McCaren
Project by December 21, 2009, the Debtor consents to the
appointment of a chapter 11 trustee for the operation and
disposition of the real property owned by McCaren.  At the hearing
on the motion to approve the Original Settlement Agreement, the
parties agreed that this would be effectuated by filing a
bankruptcy petition for McCaren, and causing McCaren to consent to
the appointment of a chapter 11 trustee.  The Debtor and McCaren
do not release their counterclaims against Capital One unless the
right to purchase the McCaren Debt is successfully exercised.

On November 18, 2009, the Court issued a decision and an order
approving the Original Settlement Agreement, from which no appeal
was taken.

The Proposed Stipulation, Judge Clark says, goes too far and can't
be approved because the default provisions conflict with the
Bankruptcy Code.

First, the settlement provides that, upon the filing of McCaren's
bankruptcy petition, the Court shall "order the immediate
appointment of a Chapter 11 trustee for the purpose of conducting
the Section 363 sale" of the McCaren Project.  Procedurally, this
violates Bankruptcy Code Sec. 1104(a), which requires the
bankruptcy court to appoint a chapter 11 trustee "after notice and
a hearing."  Other parties in interest would have the right to
object, and in the event that grounds for the appointment of a
trustee are not found to exist, a trustee could not be appointed.
Moreover, this provision substantively violates Sec. 1106, which
sets forth the duties of a chapter 11 trustee.  "This Court cannot
approve a stipulation between the parties that flies in the face
of the Bankruptcy Code by limiting a chapter 11 trustee's duties
and obligations in the McCaren bankruptcy case to selling the
McCaren Project," Judge Clark says.

Similarly, the Proposed Stipulation provides that if the required
commitments and deposit are delivered three days after McCaren's
bankruptcy filing, that case "will be dismissed and no auction
sale under Section 363 will be scheduled."  Section 1112 governs
dismissal of chapter 11 cases, and requires "notice and a hearing"
before a chapter 11 case is dismissed.  That section also requires
the court to determine whether there is "cause" to dismiss the
case, and whether dismissal is in the best interests of the
estate.  11 U.S.C. Sec. 1112(b)(1).  As such, the Debtor, McCaren,
Schwartz, and Capital One cannot stipulate that McCaren's case
will be dismissed, thereby violating the procedural and
substantive requirements mandated by Sec. 1112.

Lastly, the Proposed Stipulation provides that McCaren's
bankruptcy case will be assigned to the same judge presiding over
the Debtor's case.  The parties cannot stipulate which judge will
be assigned McCaren's bankruptcy case, or engage in similar
"'judge shopping,' a practice which has been for the most part
universally condemned."  U.S. v. Haldeman, 559 F.2d 31, 133 n.297
(D.C. Cir. 1976).  While E.D.N.Y. Local Bankruptcy Rule 1073-1(b)
provides that "cases involving affiliated or related debtors shall
be assigned to the Judge to whom the first such case was
assigned," making it likely that McCaren's case will be assigned
to the same judge, there is no guarantee that such assignment will
occur.

Isack Rosenberg filed a Chapter 11 petition (Bankr. E.D.N.Y. Case
No. 09-46326) on July 28, 2009.  A copy of his petition is
available at http://bankrupt.com/misc/nyeb09-46326.pdfat no
charge.  The Debtor's assets consist primarily of ownership
interests in a number of businesses, including Certified Lumber
Corporation and Boro Park Home Center, lumber and hardware
businesses, as well as other entities engaged in the development
of real estate.  One such entity is McCaren Park Mews, LLC, of
which the Debtor owns 50%.  McCaren owns an unfinished condominium
project in Williamsburg, Brooklyn.  Capital One, N.A., holds a
mortgage and security interest on McCaren's assets, securing debt
in the approximate amount of $50 million.  The Debtor and Yitzchok
Schwartz, the owner of the other half of the equity interest in
McCaren, each have guaranteed the McCaren Debt.  Other creditors
of the Debtor include RCGLV Maspeth LLC, RCG Longview II, L.P.,
and Galster Funding, LLC, which individually or collectively hold
a security interest in the Debtor's ownership interest in various
entities, including McCaren.  Judge Craig appointed an Examiner in
the Debtor's case on Nov. 5, 2009.


KORLEY SEARS: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Korley B. Sears
        RR2 Box 308
        Ainsworth, NE 69210

Bankruptcy Case No.: 10-40277

Chapter 11 Petition Date: February 2, 2010

Court: United States Bankruptcy Court
       District of Nebraska (Lincoln Office)

Debtor's Counsel: Jerrold L. Strasheim, Esq.
                  Attorney at Law
                  3610 Dodge Street
                  Omaha, NE 68131-3218
                  Tel: (402) 346-9330
                  Email: jls@strasheimlaw.com

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

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

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

             http://bankrupt.com/misc/neb10-40277.pdf

The petition was signed by Blanca Estela Gama, president of the
Company.


LBO CAPITAL: Posts $459,970 Net Loss in Q3 2009
-----------------------------------------------
LBO Capital Corp. reported a net loss of $459,970 on total
revenues of $13,049 for the three months ended September 30, 2009,
compared to a net loss of $159,021 on total revenues of $5,000 for
the same period in 2008.  During the three-month period ended
September 30, 2009, net loss per share, basic and diluted, was
$0.01 compared to a net loss of $0.03 for the same period of 2008.

For the nine months ended September 30, 2009, the Company reported
a net loss of $1,038,780 on total revenues of $714,424, compared
to a net loss of $915,312 on total revenues of $5,000 for the same
period of 2008.  During the nine-month period ended September 30,
2009, net loss per share, basic and diluted, decreased to $0.04
compared to a net loss of $0.28 for the same period of 2008.

The consolidated statements of operations for both the three and
nine month periods ended September 30, 2009, include the results
of operations of LBO Capital and its subsidiaries, ADCI, GTI, ECO
and Load Hog.  The consolidated statement of operations for both
the three and nine months ended September 30, 2008, include the
results of operations of LBO Capital for the full three and nine
month periods and the results of operations of the subsidiaries,
ADCI, GTI, ECO, for only the period beginning September 15, 2008
(acquisition date) to September 30, 2008.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $17,677,946 in total assets, $5,664,077 in total
liabilities, and $12,013,869 in total stockholders' equity.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $105,078 in total current
assets available to pay $3,051,201 in total current liabilities.

A full-text copy of the Company's quarterly report is available at
no charge at http://researcharchives.com/t/s?5140

                 Liquidity and Capital Resources

The Company is operating under deep cash constraints, as the
revenues expected for the second and third quarter from the 3DM
Powder Impression Molding ("PIM") project in Georgia have not
realized, therefore the Company's cash balances were at a minimum
level as of September 30, 2009.  However, the Company has
available through its subsidiaries ADCI and GTI a revolving line
of credit agreement with American Plastics Processing Products,
Inc. ("AP3"), a related party, dated April 1, 2003, with a
maturity of December 31, 2010.  The agreement provides for maximum
borrowings of a total of $6,000,000 with interest charged at a
rate of 8% per annum.  The Company had an outstanding balance of
$2,612,876 due to AP3 at September 30, 2009.

The Company continues to be involved in the production and
installation of the PIM fast lines in Douglas County, Georgia, but
the customers have had difficulties in providing the Company with
the necessary funds on a timely basis as promised.  The Company
has entered into several royalty agreements with third parties;
however no cash payments have been received yet during the nine
months covered by this report.  For the next 12-month period the
Company anticipates supporting its operations mainly through its
earned or unearned revenues which are expected anytime from its
customers, and if needed it may use the available line of credit
with AP3 as it has done in the past.

                    Going Concern Uncertainty

The Company had a net loss of $1,038,780 for the nine months ended
September 30, 2009.  As of September 30, 2009, the Company had a
working capital deficit of $2,946,123 and an accumulated deficit
of $4,457,064.

"The Company's ability to continue as a going concern is dependent
on the cash flow from the commercialization of its innovative
technology such as the PIM and intellectual property assets, such
as the license and patents.  The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty."

                        About LBO Capital

Based in Farmington Hills, Mich., LBO Capital Corp. (LBOA: Pink
OTC Markets Inc) -- http://www.lbocapitalcorp.com/-- through its
subsidiaries, develops tire sensor technologies in the United
States.  It offers magnetic pressure sensing system and surface
acoustic wave technology system that monitor the pressure inside
each tire on a vehicle. The Company also involves in the
development, licensing, and marketing of plastic's related
intellectual properties developed under the 3DM powder impression
molding and blow molding systems.  In addition, it offers a
patented catalytic process recovering useful hydrocarbons from
waste plastics by converting them into valuable products, such as
gasoline, diesel, and lubricants.  Further, the Company produces
pneumatic lift kits, which enable pickup trucks to function as
light dump trucks and deliver labor savings and material handling
services to building and landscape contractors, farmers,
hobbyists, municipalities, and others.  Additionally, LBO Capital,
through its joint venture with Weldmation, Inc., produces
composite building construction materials, automotive components,
and assembly systems.


LEHMAN BROTHERS: Examiner Files Sealed Report on Probe
------------------------------------------------------
Linda Sandler at Bloomberg News reports that Anton Valukas, the
examiner probing Lehman Brothers Holdings Inc.'s 2008 failure,
filed under seal his report investigating whether banks such as
JPMorgan Chase & Co. and Barclays Plc triggered or improperly
benefitted from Lehman's $639 billion bankruptcy.

According to the report, Mr. Valukas said in court filings he
would ask a judge for help in making the report public if people
he interviewed didn't consent to lift their demands for
confidentiality.  The report is about 2,200 pages excluding
appendixes, and divulges so much "protected information" that it
would be impractical to black out those parts before publication,
he said.

Mr. Valukas, 66, spent a year and $34 million probing the failure
of the fourth-largest investment bank by interviewing more than
100 people and scrutinizing more than 10 million documents,
according to filings.

                    About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LINEAR TECHNOLOGY: December Balance Sheet Upside-Down by $114MM
---------------------------------------------------------------
Linear Technology Corporation reported $1.512 billion in total
assets and $1.627 billion in total liabilities resulting to a
$114 million in stockholders' deficit as of Dec. 27, 2009.

The Company recorded $75.5 million of net income on
$256.36 million in revenues for the three months ended Dec. 27,
2009, compared with $86.24 million of net income on $249.19
million in revenues in the three months ended Dec. 28, 2008.

At Dec. 27, 2009, the Company's cash, cash equivalents and
marketable securities balances were $942.5 million in aggregate,
representing an increase of $73.8 million over the June 28, 2009
balances of $868.7 million.  This increase was primarily due to
positive cash flows from operations of $188.5 million.  Working
capital as of December 27, 2009 was $673.5 million.

The decrease in the Company's working capital as compared to
the previous quarter is due to the reclassification to current
liabilities of the $388.7 million current portion of the
Convertible Senior Notes, whose initial redemption date is
November 1, 2010.  The 2027B notes are classified as a current
liability because their initial put/call redemption date is within
twelve months of the December 27, 2009 balance sheet date.

During the first six months of fiscal year 2010, significant cash
expenditures included $7.5 million for capital additions; $9.8
million face value to purchase and retire a portion of the 3.125%
Convertible Senior Notes; $7.2 million to purchase its common
stock; and $100.0 million for the payment of two quarterly cash
dividends, representing $0.22 per share each quarter.

Accounts receivable totaled $124.2 million at the end of the
second quarter of fiscal year 2010, an increase of $28.7 million
over the June 28, 2009 balance of $95.4 million.  The increase is
primarily due to higher shipments in the second quarter of fiscal
year 2010 as compared to the fourth quarter of fiscal year 2009.

Accrued payroll and related benefits increased $11.7 million over
the fourth quarter of fiscal year 2009 primarily due to an
increase in the employee profit sharing accrual.  The Company
accrues for profit sharing on a quarterly basis while distributing
payouts to employees on a semi-annual basis during the first and
third quarters of each fiscal year.  Income taxes payable totaled
$3.1 million at the end of the second quarter of fiscal year 2010,
a decrease of $6.6 million from the fourth quarter of fiscal year
2009 primarily due to tax payments offset by the Company's tax
provision and deferred tax adjustments.

A full-text copy of the company's financial results is available
for free at http://ResearchArchives.com/t/s?5143

Linear Technology Corporation (NASDAQ-LLTC) --
http://www.linear.com/-- manufactures high performance linear
integrated circuits, including high performance amplifiers,
comparators, voltage references, monolithic filters, linear
regulators, DC-DC converters, battery chargers, data converters,
communications interface circuits, RF signal conditioning
circuits, uModuleO products, and many other analog functions.



MCCLATCHY COMPANY: Fitch Raises Issuer Default Rating to CCC'
-------------------------------------------------------------
Fitch Ratings has upgraded The McClatchy Company's Issuer Default
Rating to 'CCC' from 'C' and removed the Rating Watch Positive.
In addition, Fitch has assigned a 'CCC/RR4' rating to its
$875 million 11.5% secured notes due 2017.  Proceeds of the notes
are expected to be used to reduce borrowings under the credit
facility and fund the company's tender offer of its 7.125% notes
due 2011 and 15.75% notes due 2014.  The notes are secured by the
same assets and guaranteed by the same subsidiaries that secure
and guarantee the bank debt.

Fitch has taken these ratings actions on McClatchy:

  -- IDR upgrade to 'CCC' from 'C';

  -- Senior secured credit facility and term loan upgraded to
     'CCC/RR4' from 'C/RR4';

  -- Senior secured notes assigned 'CCC/RR4';

  -- Senior unsecured guaranteed notes ratings affirmed at
     'C/RR6';

  -- Senior unsecured notes/debentures affirmed at 'C/RR6'.

Fitch expects to withdraw the 'C/RR6' rating on the senior
unsecured guaranteed 15.75% notes, upon the successful completion
of the tender offer.

There is no Rating Outlook assigned.

The ratings reflect these key considerations:

  -- The upgrade reflects the issuance of the $875 million senior
     secured notes and the use of the proceeds to repay 2011
     maturities.  This will satisfy a significant amount of 2011
     maturities and postpone refinancing risk to 2013, providing
     the company with some headroom to navigate its operational
     transition.

  -- While the company does not expect further declining cash
     flows, Fitch expects revenue, EBITDA and free cash flow to
     remain under pressure until print classifieds make up well
     under 5% of the over-all advertising revenue mix (print
     classifieds presently constitute around 15% of the
     advertising revenue mix).  However, if the company can
     achieve sustained revenue growth, margin expansion and
     reduced leverage, there could be positive implication to the
     ratings over time.

  -- Although Fitch expects the pace of revenue declines to
     decelerate in the intermediate term, the evolution of
     advertiser behavior and consumer media consumption habits
     will provide an overhang to operations for the foreseeable
     future.  Fitch believes McClatchy could remain timely in
     covering its interest payments.  While free cash flow may be
     sufficient to cover a portion of its 2013 maturity, Fitch
     does not expect McClatchy to generate enough free cash flow
     to pay off its debt maturities in 2014 or beyond.  Given
     Fitch's estimates that the company will be unable to repay
     principal organically as it comes due, Fitch remains
     concerned regarding the company's ability to refinance any
     meaningful future debt maturities.  Given these factors,
     Fitch believes the company's new capital structure could
     still be untenable over the longer term.  Fitch believes that
     there is a real possibility of default as a result of the
     company's reliance on external capital to meet maturities.

In addition to the issuance of new notes and the completion of its
tender offer, the company has amended its credit agreement
extending the maturities by two years for most of its outstanding
balance ($73 million in outstanding balances is expected to remain
due in June 2011).  In addition, the banks agreed to covenant
relief by reducing the previously scheduled leverage covenant step
down from 7.0 times to 6.25x in December 2010 to 7.0x to 6.75x in
December 2010, reducing further to 6.5x in March 2011, 6.25x in
March 2012 and finally 6.0x after December 2012.  The interest
coverage covenant was also amended to a minimum of 1.5x starting
in March 2010 and stepping up gradually to a high of 1.7x after
September 2012.  The amendment also reduced availability under the
revolver (the company expects $189 million in availability) and
increased pricing on borrowings.  Borrowings under the credit
agreement will bear interest at a spread ranging from 425 basis
points to 575 bps (based on the leverage ratio) and a 3% floor on
LIBOR.  The company expects to initially pay interest of 8% on its
outstanding bank debt.  The amendment also permitted the
incurrence of the new senior secured notes.

As of Dec. 30, 2009, McClatchy's liquidity was supported by
$4 million to $5 million in cash balances and approximately
$189 million in revolver availability.  While the company has
negotiated expanded leverage covenant levels, Fitch expects
leverage to be near 7x at the end of 2010, leading to a potential
covenant breach.  Fitch notes that McClatchy has been successful
in negotiating covenant relief and would expect the company to
seek an amendment prior to breaching the covenant.  Leverage as of
Dec. 31, 2009, was approximately 6x.

Given the increase in cash interest, potential pension funding and
continued revenue pressures, offset somewhat by the elimination of
the dividend (due to previous bank amendments) and the company's
continued cost management efforts, Fitch expects FCF to continue
to decline in 2010 and could approach break even levels.

The Recovery Ratings and notching reflect Fitch recovery
expectations under a distressed scenario.  In computing recovery,
Fitch continues to assume a 2.5x EBITDA multiple to calculate the
distressed enterprise value for McClatchy.  This low multiple
reflects Fitch's belief that distress would be caused by some
degree of obsolescence in the company's core business.  In
addition, given the trajectory of industry revenue trends Fitch's
expectations that these trends may moderate but will not fully
reverse, Fitch also attempts to estimate a level of sustainable
EBITDA in the $200 million range in computing recovery estimates.
Presently, Fitch's distressed enterprise valuation is between
$400 million-$450 million.  Fitch notes that the administrative
claims adjustment employed in the computation of distressed
enterprise value of 15% reflects uncertainty regarding the
company's unfunded pension obligations.  The 'RR4' rating for
McClatchy's secured bank credit facility and senior secured notes
reflects Fitch's expectation of 31%-50% recovery given that they
benefit from a security interest in certain assets and a guarantee
from materially all operating subsidiaries (providing priority
over unsecured claims under a default scenario).  Fitch does not
distinguish between the bank debt and secured bond debt although
Fitch recognizes the banks mature several years before the bonds.
The unsecured guaranteed senior notes benefit from a guarantee
provided by the same subsidiaries that guarantee the banks, giving
it priority over the senior unsecured notes.  However, the secured
debt is not fully recovered, under Fitch recovery analysis, and
all unsecured debt is rated 'RR6', reflecting the 0% recovery.


MESA AIR: AAR Corp. Has 6.3% Equity Stake
-----------------------------------------
In a second amendment filing to its Schedule 13D filed with the
U.S. Securities and Exchange Commission, AAR Corp. discloses that
as of January 12, 2010, it beneficially owns an aggregate of
11,059,600 Mesa Air Group, Inc. shares, no par value.

AAR's owned shares represent 6.3% of the total outstanding shares
of common stock, based upon 175,217,249 shares outstanding as of
November 4, 2009, according to Richard J. Poulton, vice
president, chief financial officer and treasurer of AAR.

                     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)


MGM MIRAGE: Asks Lenders to Extend Maturity of $5.55BB in Loans
---------------------------------------------------------------
MGM MIRAGE on February 8, 2010, said it is seeking amendments to
its aggregate $5.55 billion of senior credit facilities which
would extend the maturity of a substantial portion of those credit
facilities from October 3, 2011 to February 21, 2014.  The Company
has asked its lenders to provide their final approvals of the
transaction by February 24, 2010.

Lenders approving the proposed amendments would receive
prepayments aggregating not less than 20% of their outstanding
loans and lending commitments, as well as certain additional
interest and fees.  The prepayments would increase by 1% for each
full percentage by which lender participation in the transaction
exceeds 80%, to a maximum of 25%.

"We are pleased to have received strong initial support from our
leading lenders for this proposed transaction, and are now working
with the rest of our lender syndicate to achieve maximum
participation," said Dan D'Arrigo, Executive Vice President and
Chief Financial Officer of MGM MIRAGE.  "These amendments would
extend a significant portion of our credit facilities, and enhance
our debt maturity profile."

Lenders approving the extension would receive an increase of 100
basis points to their interest rates, as well as amendment and
extension fees totaling 75 basis points times their reduced
exposures.  The credit facilities would also be re-tranched in a
manner which would result in conversion of $1.4 billion of
revolving loans and commitments into term loans.  The transaction
would include covenant and other amendments, and would permit MGM
MIRAGE to issue additional secured indebtedness as permitted under
the Company's public debt indentures.

In connection with the proposed amendment, MGM MIRAGE also
provided an update concerning its discussions with the New Jersey
Division of Gaming Enforcement about the DGE's May 2009
recommendation to the New Jersey Casino Control Commission that
MGM MIRAGE's joint venture partner in Macau be found unsuitable.
MGM MIRAGE stated that it is currently involved in constructive
settlement discussions with the DGE, which have centered on the
Company placing its 50% ownership interest in the Borgata Hotel
Casino & Spa and related leased land in Atlantic City into a
divestiture trust for which MGM MIRAGE would be the sole economic
beneficiary.  While no definitive settlement with the DGE has been
reached, the Company has asked its lenders to consent to the trust
arrangement.  Any settlement is subject to both DGE and CCC
approval.

"We disagree with the New Jersey Division of Gaming Enforcement's
recommendation to the Casino Control Commission concerning our
Macau partner, but believe pursuing a settlement with the DGE
represents the best course of action for our company and its
shareholders," said Jim Murren, Chairman and Chief Executive
Officer. "We would like to put this matter behind us and move
forward with the compelling growth opportunities we have in
Macau."

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- owns and operates 16 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, New Jersey,
Illinois and Macau.  CityCenter, an urban metropolis on the Las
Vegas Strip scheduled to open in late 2009, is a joint venture
between MGM MIRAGE and Infinity World Development Corp, a
subsidiary of Dubai World.  MGM MIRAGE Hospitality has entered
into management agreements for future casino and non-casino
resorts throughout the world.

At September 30, 2009, MGM MIRAGE had $21.7 billion in total
assets against total current liabilities of $1.15 billion,
deferred income taxes of $3.14 billion, long-term debt of
$12.9 billion, other long-term obligations of $221.70 million;
resulting in stockholders' equity of $4.29 billion.

                          *     *     *

As reported by the Troubled Company Reporter on September 22,
2009, Moody's Investors Service affirmed MGM MIRAGE's Caa2
Corporate Family Rating and Caa3 Probability of Default Rating.
Moody's also assigned a Caa2 rating to the company's new
$475 million 11.375% senior unsecured notes due 2018.  Moody's
also affirmed MGM's SGL-4 Speculative Grade Liquidity rating.  The
rating outlook is negative.

As reported by the TCR on September 24, 2009, Fitch Ratings has
assigned a 'CCC/RR4' rating to MGM MIRAGE's $475 million 11.375%
unsecured notes due 2018.  The notes were priced at a 97.396%
discount to yield 11.875%.  The net proceeds will be used to
reduce credit facility borrowings, and also for general corporate
purposes.  The offering attempts to chip away at the company's
most significant credit hurdle: the maturity of its $5.8 billion
credit facility in 2011, which had $4.1 billion outstanding as of
June 30, 2009.


MIG INC: Hearing on Exclusivity Termination This Week
-----------------------------------------------------
The Bankruptcy Court will convene a hearing on February 10 to
consider a request by the Official Committee of Unsecured
Creditors in MIG Inc.'s cases to terminate the company's exclusive
right to propose a reorganization, appoint a Chapter 11 trustee,
or dismiss the case.  The Committee has been saying that the
reorganization was filed "for the naked purpose" of obtaining a
stay of $188 million judgment by the Delaware Chancery Court in an
appraisal action following MIG's acquisition in 2007.  MIG Inc. is
opposing the request.  Absent an extension, the Debtor's exclusive
period to propose a Chapter 11 plan expires February 16.

Judge Kevin Gross, two days later, is scheduled on February 12 to
hold a hearing to consider the adequacy of information in MIG
Inc.'s Disclosure Statement.

As reported by the Troubled Company Reporter on November 24, 2009,
under the Plan:

   -- The Debtor will be reorganized, converted into a
      Delaware limited liability company and continue in
      operation.

   -- Allowed administrative claims and priority tax claims will
      be paid in full, unless agreed by the holders of the claims.

   -- Allowed other priority claims will be paid in full in cash
      on the distribution date, unless otherwise agreed by the
      holders of the claims.

   -- Allowed secured workers' compensation obligations claims
      will receive cash payments in the ordinary course as set
      forth in the order authorizing the Debtor to pay certain
      prepetition workers compensation obligations in the ordinary
      course of business.

   -- Class 3 Hauf secured claim will be allowed in the amount of
      $607,500, which is 90% of the total class 3 claims, and
      receive cash on the distribution date in the allowed amount
      of its claim.

   -- Allowed Class 4 general unsecured claims will be paid in
      cash on the distribution date, 70% of the allowed amount of
      each holder's claim.

   -- On the distribution date, each holder of an allowed class 5
      claim will receive, in full, final and complete
      satisfaction, settlement, release, and discharge of the
      allowed class 5 claim its pro rata share of class 5's
      ratable portion of the sum of (x) 100% of excess cash; plus
      (y) the common B membership interests; plus (z) New MIG
      Notes in the principal amount equal to the difference
      between the (a) allowed final appraisal amount and the
      allowed non-appraisal amount of claims of electing class 6
      holders and (b) the sum of excess cash and the common b
      membership equity distribution value.

   -- A holder of an allowed class 6 claim will be entitled to
      elect to receive, in full, final and complete satisfaction,
      settlement, release, and discharge of the allowed class 6
      claim, one of the after forms of treatment under the Plan:
      (i) one preferred unit per share of preferred equity
      interests held by the holder of an allowed class 6 claim; or
      (ii) its pro rata share of class 6's ratable portion of the
      sum of (x) 100% of excess cash; plus (y) the common b
      membership interests; plus (z) New MIG Notes in the
      principal amount equal to the difference between the (a)
      allowed final appraisal amount and the allowed non-appraisal
      amount of claims of electing class 6 holders and (b) the sum
      of excess cash and the common b membership equity
      distribution value; provided, however, that the Holder of an
      allowed class 6 claim makes the written election provided
      for in Section 3.03(d)(ii) of the Plan on a validly executed
      ballot that is delivered on or before the otherwise voting
      deadline.

   -- A holder of an allowed class 7 common equity interest will
      receive its pro rata share of common a membership interests.

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

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

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

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

MIG was bought in October 2007 by CaucusCom Ventures LP for
USUS$1.80 a share, or about USUS$170 million, according to data
compiled by Bloomberg.  A group of preferred shareholders asked
Judge William B. Chandler of the Delaware Chancery Court to
evaluate the value of their shares at the time of the merger.
Judge Chandler ruled that each share was worth USUS$47.47, or a
total of about USUS$188.4 million.  MIG appealed the ruling.
But unable to post a bond enabling an appeal, MIG filed for
Chapter 11.

Bankruptcy Judge Kevin Gross allowed MIG Inc. to continue an
appeal of the Delaware Chancery Court decision.  MIG said the
amount of the judgment is "substantially overstated," and said its
assets will turn out to be worth much more than the judgment, even
though the assets currently are illiquid.  However, this November,
the Delaware Supreme Court upheld the judgment against MIG.

                          About MIG Inc.

Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM,
MTRMP) -- http://www.metromedia-group.com/-- through its wholly
owned subsidiaries, owns interests in several communications
businesses in the country of Georgia.  The Company's core
businesses include Magticom Ltd., a mobile telephony operator
located in Tbilisi, Georgia, Telecom Georgia, a long distance
telephony operator, and Telenet, which provides Internet access,
data communications, voice telephony and international access
services.

MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP assists the Company in its restructuring efforts.  Debevoise &
Plimpton LLP is the Company's special corporate counsel, while
Potter Anderson & Corroon LLP is the Company's special litigation
counsel.  The official committee of unsecured creditors of MIG,
Inc., has retained Baker & McKenzie LLP as its bankruptcy
counsel, nunc pro tunc to June 30, 2009.

In its petition, the Company said it had US$100 million to
US$500 million in assets and US$100 million to US$500 million in
debts.  In its formal schedules, the Company said it had assets of
$54,820,681 against debts of $210,183,657.


NATURAL HEALTH: September 30 Balance Sheet Upside-Down by $579,000
------------------------------------------------------------------
At September 30, 2009, Natural Health Trends Corp.'s consolidated
balance sheets showed total assets of $9.9 million and total
liabilities of $10.5 million, resulting in a stockholders' deficit
of $579,000.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $4.8 million in total current
assets available to pay $10.5 million in total current
liabilities.

The Company reported a net loss of $2.9 million, or 50.0% of net
sales, for the three months ended September 30, 2009, compared to
net loss of $2.3 million, or 21.0% of net sales, for the three
months ended September 30, 2008.  Net loss was $7.0 million, or
29.0% of net sales, for the nine months ended September 30, 2009,
compared to net loss of $4.1 million, or 11.8% of net sales, for
the nine months ended September 30, 2008.

The increase in losses was primarily due to lower net sales and
less margin due to non-variable Chinese importation costs,
partially offset by the reduction in selling, general and
administrative expenses, as compared to the comparable periods in
the prior year.  Additional net loss was generated by non-cash
interest expense on the convertible debentures and the loss
recorded on redemption of the convertible debentures in
August 2009.

Net sales were $5.7 million for the three months ended
September 30, 2009, compared to $11.0 million for the three months
ended September 30, 2008, a decrease of $5.3 million, or 48%.
Hong Kong net sales decreased $4.2 million, or 59%, over the
comparable period a year ago.  The decline in Hong Kong was
partially due to an increase of $1.5 million in unshipped orders
as compared to the quarter ended June 30, 2009, caused by certain
customs issues that delayed orders placed between mid-August
through the end of the quarter.  Had these orders shipped timely,
Hong Kong net sales would have decreased $2.7 million, or 38%,
over the comparable period a year ago.  The import issue arose
from issues between the Company's importer and the Chinese Custom
authority.  The issues were mostly resolved and shipment resumed
in October and most of the back orders were fulfilled by early
November.  Net sales for South Korea, Taiwan, and Europe were down
$637,000, $806,000 and $205,000, respectively.  European sales
were impacted by the opening of the Company's Russian business in
July 2009.  Prior to the opening, sales into the Russian market
were reflected in the Company's European subsidiary.  Russian
sales during the third quarter of 2009 totaled $684,000.

Net sales were $24.0 million for the nine months ended
September 30, 2009, compared to $34.7 million for the nine months
ended September 30, 2008, a decrease of $10.7 million, or 31%.
Hong Kong net sales decreased $6.4 million, or 28%, over the
comparable period a year ago.  Net sales for North America, South
Korea, and Taiwan were down $1.5 million, $2.4 million, and
$1.9 million, respectively.  North American sales were impacted by
the launch of retail product selling in Italy during June 2008.
Prior to the launch, sales into the European market were fulfilled
by the Company's North American subsidiaries.  European sales
during the first nine months of 2009 totaled $1.7 million.
Additionally, net sales in China from the Company's e-commerce
retail platform increased $380,000 over the comparable period a
year ago.

A full-text copy of the Company's quarterly report is available at
no charge at http://researcharchives.com/t/s?5141

                            Liquidity

At September 30, 2009, the Company had cash and cash equivalents
of $1.5 million and a working capital deficit of $5.7 million, or
$3.3 million excluding deferred revenue.  During the years ended
2007 and 2008 and the first nine months of 2009, the Company
incurred significant, recurring losses from operations and
negative operating cash flows.  Sales decreased significantly
during these periods and the Company was unable to cut operating
expenses sufficiently to avoid the negative operating results,
though it did successfully manage to decelerate the losses in 2008
compared to 2007.  The Company's losses attributable to common
stockholders were $27.0 million and $3.9 million during 2007 and
2008, respectively.

The Company has taken numerous actions to ensure that it will
continue as a going concern.  It has planned and executed many
cost reduction and margin improvement initiatives since the end of
the third quarter of 2007, such as (1) reducing headcount, which
includes the termination of multiple management-level positions in
Greater China, South Korea and North America; (2) down-sizing
offices in Greater China and South Korea; (3) closing offices in
Latin America and Southeast Asia; (4) renegotiating vendor
contracts in Greater China; (5) increasing product pricing in
Greater China, Europe and the U.S.; (6) changing commission plans
worldwide; (7) streamlining logistics processes in Greater China;
(8) introducing better margin pre-assortments; (9) working
actively with the Company's service vendors in Greater China to
ensure continued services and reduce service charges and (10)
reducing company-wide discretionary expenses.  As a result, the
Company believes that its current cash breakeven level has been
significantly reduced and is more attainable.

The Company believes that its existing internal liquidity,
supported by cash on hand, anticipated improvement in cash flows
from operations and much lower fixed costs since October 2007
should be adequate to fund normal business operations and address
its financial commitments for at least the next 12 months,
assuming no significant unforeseen expense or further revenue
decline.

The Company has continued the positive trend of reducing the cash
used in operations versus a year ago.  Cash used in operations for
the nine months ended September 30, 2009, was $1.5 million
compared to $2.8 million in the comparable period of 2008.  In
August 2009, the Company utilized cash of $2.4 million to redeem
each of its variable rate convertible debentures.

                       About Natural Health

Based in Dallas, Natural Health Trends Corp. (PINKSHEETS: BHIP) --
http://www.naturalhealthtrendscorp.com/-- is an international
direct-selling and e-commerce company operating through its
subsidiaries throughout Asia, North America, and Europe.  The
Company markets premium quality personal care products under the
NHT Global brand.


NATURAL PRODUCTS: Files Chapter 11 Plan & Disclosure Statement
--------------------------------------------------------------
Natural Products Group, LLC, et al., filed with the U.S.
Bankruptcy Court for the District of Delaware their prepackaged
Chapter 11 plan of reorganization.

According to the explanatory disclosure statement, the proposed
Restructuring includes these key elements.

  * Corporate Restructuring.  On or prior to the closing of the
Restructuring, NPG will be converted from a Delaware limited
liability company to a Delaware corporation that will serve as the
ultimate parent of the Company after the Restructuring.  If the
Restructuring is effected through the Plan, this will be
implemented through federal bankruptcy law and appropriate filings
pursuant to the Delaware General Corporation Law.  If the
Restructuring is effected through the Out-of-Court Transaction,
this conversion will be accomplished through a merger of NPG with
a newly-formed Delaware corporation.  Additionally, the two
current direct subsidiaries of NPG, Arbonne Intermediate Holdco,
Inc. ("Arbonne HoldCo") and Levlad Intermediate Holdco, Inc.
("Levlad HoldCo"), will merge with each other, with Arbonne HoldCo
surviving the merger (the "Levlad Merger").  Arbonne
HoldCo following the Levlad Merger will be referred as "New
HoldCo".  New NPG will be the sole stockholder of New HoldCo
which, in turn, will continue to own directly Arbonne
International, LLC ("Arbonne") and Levlad, LLC ("Levlad").

  * OpCo Debt.  All of the outstanding debt under that certain
Credit Agreement, dated as of March 8, 2007, by and among Arbonne
and Levlad, as borrowers, Arbonne HoldCo and Levlad HoldCo, as
guarantors, and the several lenders from time to time party
thereto (the "OpCo Lenders"), Canadian Imperial Bank of
Commerce as administrative agent and collateral agent, CIBC World
Markets Corp. and Credit Suisse Securities (USA) LLC as joint lead
arrangers and joint bookrunners, Credit Suisse as syndication
agent, and Freeport Financial LLC and General Electric Capital
Corporation as codocumentation agents, on the other hand, would be
fully satisfied and restructured.

       -- An aggregate of $125 million of the existing OpCo Debt
would be reinstated as a new term loan by and among Arbonne and
Levlad as borrowers, and the existing OpCo Lenders.  Each OpCo
Lender would participate on a pro rata basis in the Reinstated
OpCo Term Loan.

       -- In full satisfaction of the OpCo Debt not reinstated
pursuant to the Reinstated OpCo Term Loan, New NPG will issue to
each OpCo Lender its pro rata share of 85% of the common stock of
New NPG to be issued upon the Effective Date, subject to dilution
for (i) New NPG Common Stock issuable upon the exercise of the New
NPG Warrants, (ii) New NPG Common ii Stock issuable upon the
exercise of any New NPG Options that may be issued under the Long
Term Management Incentive Plan (up to an additional 7.5% of the
New NPG Common Stock, on a fully diluted basis), and (iii) any
additional New NPG Common Stock that may be awarded in accordance
with the Long Term Management Incentive Plan.

  * HoldCo Debt.  All of the outstanding debt under the HoldCo
Credit Agreement, dated as of June 19, 2006, by and among Arbonne
HoldCo and Levlad HoldCo, as borrowers, and the several lenders
from time to time party thereto (the "HoldCo Lenders"), Wilmington
Trust FSB, as successor in interest to Credit Suisse, New York
Branch as administrative agent, Credit Suisse Securities (USA)
LLC and CIBC World Markets Corp. as joint lead arrangers and joint
bookrunners, CIBC World Markets Corp. as syndication agent, and
CitiCorp North America, Inc. and UBS Securities LLC, as
codocumentation agents, will be fully satisfied:

       -- New NPG will issue to each HoldCo Lender its pro rata
share of warrants that will entitle the holders thereof to
purchase New NPG Common Stock equal to an aggregate of 5%
of the New NPG Common Stock, subject to dilution for (i) New NPG
Common Stock issuable upon the exercise of any New NPG Options
that may be issued under the Long Term Management Incentive
Plan (up to an additional 7.5% of the New NPG Common Stock, on a
fully diluted basis), and (ii) any additional New NPG Common Stock
that may be awarded in accordance with the Long Term
Management Incentive Plan.

       -- The New NPG Warrants will have an aggregate cash
exercise price equal to the sum of 100% of the principal amount of
the OpCo Debt plus accrued interest thereon as of the closing date
of the Restructuring, plus the principal, interest, fees and
expenses outstanding under the New Term Loan as of the closing
date of the Restructuring.  The aggregate cash exercise price of
the New NPG Warrants will be allocated among all HoldCo Lenders on
a pro rata basis

  * In connection with the Restructuring, each OpCo Lender will be
entitled to participate in providing to Arbonne and Levlad a new
senior secured debtor-in-possession facility (in the event of a
prepackaged chapter 11 filing) or new term loan (in the event of
the Out-of-Court Transaction) in an initial amount of $10 million,
which shall be drawn on the effective date of such facility, with
the option of the borrowers to borrow up to an additional $10
million at any time prior to June 30, 2010 in one subsequent draw
upon the satisfaction of certain conditions.  If the Restructuring
is effected pursuant to a chapter 11 filing, the debtorin-
possession facility would automatically become a term loan under
an exit lending facility on the Effective Date.  If the
Restructuring is effected as an Out-of-Court Transaction, there
will be no debtor-in-possession facility because it will be
unnecessary. Instead, the New Term Loan would be implemented
consensually at the closing of the Restructuring.  Except with
respect to the debtor-in-possession facility, the New Term Loan
will be part of a single facility that will include the New Term
Loan and the Reinstated OpCo Term Loan.  In consideration for
providing the commitment in respect of the New Term Loan, each
lender under the New Term Loan portion of the Exit Facility will
receive its pro rata share of 10% of the New NPG Common Stock to
be issued on the Effective Date, subject to dilution for (i) New
NPG Common Stock issuable upon the exercise of the New NPG
Warrants, (ii) New NPG Common Stock issuable upon the exercise of
any New NPG Options that may be issued under the Long Term
Management Incentive Plan (up to an additional 7.5% of the New NPG
Common Stock, on a fully diluted basis), and (iii) any additional
New NPG Common Stock that may be awarded in accordance with the
Long Term Management Incentive Plan.

                        Treatment of Claims

Under the Plan, each holder of an Administrative Claim will
receive (i) the amount of the holder's Administrative Claim in one
cash payment, or (ii) other treatment as may be agreed upon in by
the Debtors and the holder.

The Debtors will pay a Plan Distribution of Cash, without
interest, in an amount equal to all fees and the reasonable out-
of-pocket expenses incurred by, and administration fees payable
to, the Prepetition OpCo Agent under the OpCo Credit Agreement for
the period through the Effective Date, in each case to the extent
not reimbursed on or prior to the Effective Date, without the
necessity of filing a fee application or any other application of
any kind or nature with the Court.

Holders of Tax Claims will receive in full satisfaction of the
claims (a) payments in cash, in regular installments over a period
ending not later than five years after the Petition Date, of a
total value, as of the Effective Date, equal to the allowed amount
of the claim; (b) a lesser amount in one cash payment as may be
agreed upon by the holder; or (c) other treatment as may be agreed
upon in by the holder.

Holders of Class 2 - OpCo Lender Claims and Class 3 - HoldCo
Lender Claims are entitled to vote on the Plan, while holders of
Class 1 - Priority Claims, Class 4 - Secured Claims, Class 5 -
Unsecured Claims, Class 6 - NPG Equity Interests, and Class 7 -
Other Equity Interests aren't entitled to vote on the Plan.

Class 1 - Priority Claims will be paid in full and in cash.

Holders of Class 2 - OpCo Lender Claims will receive (i) the
Reinstated OpCo Term Loan, and (ii) 85% of the New NPG Common
Stock issued under the Plan on the Effective Date, subject to
dilution for (a) New NPG Common Stock issuable upon the exercise
of the New NPG Warrants, (b) New NPG Common Stock issuable upon
the exercise of any New NPG Options that may be issued under the
Long Term Management Incentive Plan, and (c) any additional New
NPG Common Stock that may be awarded in accordance with the Long
Term Management Incentive Plan.  This claim will be allowed in an
amount equal to the sum of (i) the aggregate principal amount
outstanding under the OpCo Credit Agreement as of the Petition
Date, of approximately $530.5 million, plus (ii) accrued and
unpaid interest and default interest under the OpCo Credit
Agreement through the Petition Date, plus (iii) amounts drawn on
the Letters of Credit from the Petition Date through the Effective
Date, plus (iv) accrued and unpaid letter of credit fees,
administrative fees, and other fees and expenses incurred under
the OpCo Credit Agreement through the Petition Date.

Holders of Class 3 - HoldCo Lender Claims will receive Pro Rata
Share of the New NPG Warrants.  The HoldCo Lender Claims will be
allowed in the aggregate amount of $215.6 million.

Class 4 - Secured Claims will be unimpaired under the Plan, and
either (i) all of the legal, equitable, and contractual rights to
which the Secured Claim entitle the holder of the claim will be
fully reinstated and retained on and after the Effective Date, or
(ii) the holder will receive, in full satisfaction, settlement,
release, and discharge of, and in exchange for its Secured
Claim, either (w) Cash in the full amount of the Secured Claim,
(x) the proceeds of the sale or disposition of the collateral
securing the Secured Claim to the extent of the value of the
holder's secured interest in such collateral, (y) the collateral
securing the Secured Claim and any interest on the Secured Claim
required to be paid pursuant to section 506(b) of the U.S.
Bankruptcy Code, or (z) other distribution as necessary to satisfy
the requirements of section 1129 of the Bankruptcy Code.

Class 5 - Unsecured Claims will be unimpaired under the Plan, and
either (i) all of the legal, equitable, and contractual rights to
which the Unsecured Claim entitle the holder of the claim will be
fully reinstated and retained on and after the Effective Date, or
(ii) the holder will receive, in full satisfaction, settlement,
release, and discharge of, and in exchange for its Unsecured
Claim, Cash in the full amount of the Unsecured Claim, including
any postpetition interest required to be paid thereon under
applicable non-bankruptcy law.

Class 6 - NPG Equity Interests will be unimpaired under the Plan,
and all of the legal, equitable, and contractual rights to which
the Equity Interests entitle the holder of the Equity Interests
will be fully reinstated and retained on and after the Effective
Date.

Copies of the Chapter 11 Plan and disclosure statement are
available for free at:

        http://bankrupt.com/misc/NATURAL_PRODUCTS_ch11.pdf
        http://bankrupt.com/misc/NATURAL_PRODUCTS_ds.pdf

                      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.


NORTEL NETWORK: Committee Wants to Expand Scope of J&C Services
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Nortel Network's
cases seeks permission from the Court to expand the scope of
services of its investment banker, Jefferies & Company Inc.

The Creditors Committee wants Jefferies' role expanded to include
these additional responsibilities:

  (1) Extensive interfacing with various bidders;

  (2) Serving as a primary point of contact for various bidders;

  (3) Directly negotiating with bidders on the structure of bids
      and process issues;

  (4) Providing extensive feedback on proposals, deal terms and
      negotiation dynamics to both the Debtors and certain
      bidders;

  (5) Providing considerable securities valuation analysis; and

  (6) Extensive bidder, transaction structure and pro-forma
      business plan due diligence.

In connection with the proposed expanded services, the Creditors
Committee asks the Court to approve the proposed modification to
the terms of the firm's compensation structure.  The modified
terms are:

  (1) Pursuant to the original application, Jefferies' monthly
      fee was to be reduced from $250,000 to $200,000 on and
      after June 1, 2009.  As modified, the monthly fee will
      remain at $250,000 until February 1, 2010, at which time
      the monthly fee will be reduced to $200,000; provided that
      the Creditors Committee will have the right to extend the
      date on which the monthly fee is reduced to $200,000 to a
      date that occurs after February 1, 2010, pursuant to a
      unanimous vote of the members of the Creditor Committee.

  (2) Pursuant to the original application, 50% of the monthly
      fees actually paid to Jefferies in excess of $2.6 million
      were to be credited against the transaction fee payable to
      the firm.  As modified, 50% of the monthly fees paid to
      Jefferies for services rendered on and after August 1,
      2010, will be credited against the transaction fee payable
      to the firm; provided that the Creditors Committee will
      have the right to extend the period during which monthly
      fees are not creditable against the transaction fee
      payable to Jefferies to a date that occurs after August 1,
      2010, pursuant to a unanimous vote of the members of the
      Creditors Committee.

  (3) Should Jefferies be asked to produce an expert report or
      otherwise provide expert testimony in the form of
      deposition or live testimony in connection with the
      Debtors' cases, the firm and the Creditors Committee will
      determine a mutually agreeable fee based on the scope of
      services for the requested expert work.  In no instance
      will expert fees exceed $150,000 for any discrete matter
      in which testimony is not provided; $500,000 for any
      discrete matter under any circumstances; and $2,000,000 in
      aggregate fees for expert work performed in the Debtors'
      cases.

                       About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORK: Cypress Questions Rejection of PLA
--------------------------------------------------
Cypress Communications Inc. asked the Court to deny the proposed
rejection of its purchase and license agreement with the Debtors,
saying it is a "bundled contract" under the sale agreement
between Nortel Networks Inc. and GENBAND Inc.

Bundled contracts are those executed by NNI that provide for the
sale of products or provision of services related to the Carrier
VoIP and Application Solutions business.  Cypress pointed out
that under the CVAS Business Sale Agreement, NNI agreed to work
with GENBAND or the successful bidder for the CVAS business to
preserve bundled contracts for at least 180 days post-closing to
give the buyer the opportunity to negotiate concerning the
assignment of those contracts as part of the sale.

Cypress argued that NNI breached its sale agreement with GENBAND
by proposing the rejection of the Cypress License Agreement
before the expiration of the 180-day period or before the
deadline for submitting bids for the CVAS business.

"Rejection of the PLA will deprive GENBAND or any other bidder of
the opportunity to designate the PLA for assignment or otherwise
negotiate a transfer of the PLA from Cypress pursuant to the
Carrier sale," said Cypress' attorney, Frederick Rosner, Esq., at
Messana Rosner & Stern LLP, in Wilmington, Delaware.

In connection with the filing of its objection, Cypress sought
and obtained the Court's approval to file under seal an
unredacted version of its objection, the PLA and related
documents.  The PLA and the related documents purportedly bear
restrictive legends and contain confidentiality provisions that
prohibit their disclosure.

                       About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORK: Has Cash Balance of $5 Billion at January 2
-----------------------------------------------------------
Ernst & Young Inc., the firm appointed to monitor the assets of
Nortel Networks Corporation and its four affiliates that filed
for creditor protection under Canada's Companies' Creditors
Arrangement Act, delivered to the Ontario Superior Court of
Justice its 35th monitor report.

The Monitor Report provides updates on the consolidated cash
position and liquidity of NNC and its subsidiaries as of
January 2, 2010, actual receipts and disbursements, and cash flow
forecast, among other things.

Ernst & Young noted that as of January 2, 2010, NNC and its
subsidiaries had consolidated cash balance of about C$5 billion,
including C$2.9 billion of total treasury cash.  Their
consolidated cash balance is held globally in various Nortel
units and joint ventures.

As of January 2, 2010, the Nortel companies based in North
America have cash available for operations and post-filing
intercompany settlements of about C$1 billion compared to a gross
cash position of about C$1.1 billion.  Of this, about C$88 million
is held by the Canada-based Nortel units while approximately
C$917 million is held by the U.S.-based units.

The administrators of U.K.-based Nortel units have available cash
of approximately C$726 million for operations and post-filing
intercompany settlements for Nortel Networks UK and other
foreign-based units.  Nortel entities in the Asia Pacific region
have about C$443 million of available cash for operations and
intercompany settlements.

NETAS, a joint venture in which NNC and its subsidiaries have a
53% stake, has approximately C$66 million of cash, of which about
$35 million represents Nortel's proportionate share.

Nortel Networks (CALA) Inc.'s available cash is $82 million.
Other Nortel units in the Caribbean and Latin America that are
not in bankruptcy have about $66 million of available cash, which
is expected to be used to fund their in-country operations and
intercompany settlements.

                      Divestiture Proceeds

Divesture proceeds of $2.059 billion are being held in escrow
until an agreement is reached regarding the allocation of these
proceeds to various Nortel units, including NNL, according to
Ernst & Young.

The proceeds relate to amounts held by JPMorgan Chase Bank N.A.
in escrow that include:

  -- $1.026 billion from the sale of Code Division Multiple
     Access (CDMA) business and Long Term Evolution (LTE)
     assets;

  -- $18 million from the sale of the Layer 4-7 business;

  -- $9.86 million from the sale of the Next Generation Packet
     Core business; and

  -- $874 million from the sale of Enterprise Solutions
     business.

The proceeds also relate to $70 million held in escrow by
CitiBank for the sale of the CDMA business and LTE assets, and
$60.6 million held in escrow by Wells Fargo Bank for the sale of
the Enterprise Solutions business.

The consolidated cash position balances do not reflect deposits
of $38 million received from Ciena Inc. for the sale of the Metro
Ethernet Networks assets.

              Actual Receipts and Disbursements
           from November 29, 2009 to January 2, 2010

The actual consolidated net cash outflow of NNC and the other
CCAA applicants for the period November 29, 2009 to January 2,
2010 was $75.5 million, according to the Monitor Report.

Available cash was higher than forecast by approximately
$1.1 million as a result of a favorable foreign exchange
translation on Canadian dollar denominated cash balances due to
the appreciation of the Canadian dollar relative to the U.S.
dollar.

              Cash Flow Forecast for the Period
                January 3 to April 24, 2010

NNC and its subsidiaries, with the assistance of Ernst & Young,
prepared a 16-week cash flow forecast for the period from
January 3 to April 24, 2010.

The cash flow forecast indicates that NNC and the other CCAA
applicants will have total receipts of $371 million and total
disbursements of $323.2 million, resulting in a net cash inflow
of $47.8 million.

As of January 2, 2010, the CCAA Applicants have available cash
balances of about $87.1 million, excluding restricted cash and
unavailable cash of about $64.6 million.

Full-text copies of the 35th Monitor Report and supplements to
the report are available without charge at:

  http://bankrupt.com/misc/Nortel35thMonitorReport.pdf
  http://bankrupt.com/misc/NortelSupp35thMonitorReport.pdf

                       About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORK: Proposes Deal With Velenio Holdings
---------------------------------------------------
Nortel Networks Inc. and its affiliated debtors seek permission
from the U.S. Bankruptcy Court for the District of Delaware to
enter into an agreement with Velenio Holdings Ltd.

The parties' Agreement was hammered out to authorize the
assignment of Russian Telecommunications Development Corp.'s debt
under a 2004 loan agreement with NNI to Velenio.  The move came
after Velenio acquired RTDC's stake in certain operators
controlled by RTDC and Sky Link, an affiliate of Velenio.

RTDC entered into the 2004 Loan Agreement with NNI to avail of
$3.7 million to finance the supply of Code Division Multiple
Access (CDMA) equipment and to ensure additional working capital
for it and its operators.

The 2004 financing was intended to give the Debtors a foothold in
the CDMA market in Russia and be a long-term supplier to RTDC and
Sky Link.  The Debtors' effort to enter the Russian market,
however, failed and resulted in the non-payment of a large
portion of the 2004 loan.

Counsel to the Debtors, Ann Cordo, Esq., at Morris Nichols Arsht
& Tunnell LLP, in Wilmington, Delaware, says that the Debtors
have thought of pursuing a litigation on the RTDC matter, but
have determined that the likelihood of substantial recovery is
extremely low.

Under the NNI-Velenio deal, NNI expects to recover only $192,210
of the $2,901,227 outstanding balance due from RTDC as of
December 31, 2009, Ms. Cordo tells the Court.

Although the proposed recovery is a fraction of the overall
outstanding amount of the debt, the Debtors nevertheless believe
the NNI-Velenio Agreement presents the best opportunity to
maximize the value of RTDC's debt for distribution to creditors.

"Participation in the [Agreement] obviates the need for
litigation, saves the Debtors significant time and expense in the
potential litigation over the debt and avoids distracting the
Debtors' officers and employees during the[ir] chapter 11
proceedings," Ms. Cordo says in court papers.

A full-text copy of the NNI-Velenio Agreement is available for
free at http://researcharchives.com/t/s?4ed0

The Court will hold a hearing on February 3, 2010, to consider
approval of the NNI-Velenio Agreement.

                       About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


OPTI CANADA: To Review Financial Results Today
----------------------------------------------
OPTI Canada Inc. will conduct a conference call on Feb. 9, 2010,
at 7:00 a.m., to review the its year end 2009 financial and
operating results.  Chris Slubicki, President and Chief Executive
Officer, and Travis Beatty, Chief Financial Officer, will host the
call.

To participate in the conference call, dial:

  * (888) 231-8191 (North American Toll-Free)
  * (647) 427-7450 (Alternate)

OPTI Canada Inc. is a Calgary, Alberta-based company focused on
developing major oil sands projects in Canada using its
proprietary OrCrude(TM) process.  The first project, Phase 1 of
Long Lake, consists of 72,000 barrels per day of SAGD (steam
assisted gravity drainage) oil production integrated with an
upgrading facility.  The upgrader uses the OrCrude(TM) process
combined with commercially available hydrocracking and
gasification.  Through gasification, this configuration
substantially reduces the exposure to and the need to purchase
natural gas.  On a 100% basis, the Project is expected to produce
58,500 bbl/d of products, primarily 39 degree API Premium Sweet
Crude with low sulphur content, making it a highly desirable
refinery feedstock.  Due to its premium characteristics, the
Company expects PSC(TM) to sell at a price similar to West Texas
Intermediate (WTI) crude oil.  The Long Lake Project is being
operated in a joint venture with Nexen Inc.  OPTI holds a 35%
working interest in the joint venture. OPTI's common shares trade
on the Toronto Stock Exchange under the symbol OPC.

                            *     *     *

As reported by the Troubled Company Reporter on November 18, 2009,
Moody's Investors Service lowered OPTI Canada's Caa1 Corporate
Family Rating to Caa2, and Caa1 $1.75 billion second lien notes
rating to Caa3.  Moody's also assigned a B1 rating to OPTI's
proposed C$150 million secured revolver and a B2 rating to its
proposed secured notes issue.  The rating outlook remains
negative.  The ratings on the existing C$350 million revolver will
be withdrawn when the new C$150 million revolver closes.

The TCR also said November 18, 2009, Standard & Poor's Ratings
Services assigned its 'B+' debt rating to OPTI Canada Inc.'s
proposed US$425 million senior secured notes due 2012, and its
C$150 million secured revolving credit facility.  (The closing of
the new credit facility is subject to the notes' sale.)  S&P will
withdraw the ratings on OPTI's existing C$350 million credit
facility when the proposed credit facility closes.  S&P also
assigned a '1' recovery rating to the notes and credit facility,
indicating S&P's expectations of very high (90%-100%) recovery in
the event of a default.  S&P views the sale of the proposed notes
as neutral to OPTI's credit profile.


OPTIONS MEDIA: Posts $1.2 Million Net Loss in Q3 2009
-----------------------------------------------------
Options Media Group Holdings, Inc., and subsidiaries reported a
net loss of $1,222,184 on net revenues of $1,755,280 for the three
months ended September 30, 2009, compared to a net loss of
$820,953 on net revenues of $908,544 for the same period of 2008.

The Company had a net loss of $3,851,032 on revenues of $6,187,652
for the nine months ended September 30, 2009, compared to a net
loss of $1,620,852 on net revenues of $950,478 for the same period
of the previous year.

Total operating expenses increased to $2,368,224 and $7,769,910
respectively for the three and nine months ended September 30,
2009, compared to $1,487,953 and $2,325,129 respectively for the
three and nine months ended September 30, 2008.

Compensation and related costs for the three months and nine
months ended September 30, 2009, was $1,029,703 and $3,712,059
respectively.  Compensation and related costs for the three months
and nine months ended September 30, 2008, was $519,113 and
$1,216,339 respectively.

Commission expense for the three months and nine months ended
September 30, 2009, was $215,051 and $803,133 respectively, which
represent the amounts the Company incurred for sales commissions
on sales made during the respective periods.  Commission expense
for the three months and nine months ended September 30, 2008, was
$62,015 and $63,252 respectively.

Bad debt expense for the three months and nine months ended
September 30, 2009, was $155,684 and $253,245 respectively.  Bad
debt expense for the three months and nine months ended
September 30, 2008, were $7,397 and $58,297 respectively.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed total assets of $12,516,376, total liabilities of
$4,254,245, and total stockholders' equity of $8,262,131.

The Company had a working capital deficiency of $3,486,729 at
September 30, 2009.  This compares with a working capital deficit
of $1,919,811 at December 31, 2008.

A full-text copy of the Company's quarterly report is available at
no charge at http://researcharchives.com/t/s?511b

                       Going Concern Doubt

As of the date of this report, the Company has limited working
capital.  The Company is currently seeking to raise additional
money to meet its working capital needs including paying its
loans.  If the Company is not able to raise at least $2,000,000,
it may not be able to remain operational.  In order to raise
additional capital to meet its working capital needs, Options
Media expects to issue additional shares of common stock or
securities convertible, exercisable into common stock from time to
time, which could result in substantial dilution to investors.

For the nine months ended September 30, 2009, the Company had a
net loss of $3,851,032 and used net cash of $969,585 in
operations.  At September 30, 2009, the Company had a working
capital deficiency of $3,486,729, which includes $1,080,000 and
$300,000 of secured notes payable with maturing dates of
August 31, 2009, and September 30, 2009, respectively which were
extended until December 31, 2009, and unsecured notes payable of
$90,000 and $100,000 with maturing dates in August 2009 and
December 2009, respectively which were also extended until
December 31, 2009.  Additionally, at September 30, 2009, the
Company had an accumulated deficit of $7,356,463.  "These matters
and the Company's expected needs for capital investments required
to support operational growth and maturing debt raise substantial
doubt about its ability to continue as a going concern."

Based on actions being taken to improve liquidity, management
believes that the Company will meet its expected needs required to
continue as a going concern through September 30, 2010.

                       About Options Media

Based in Boca Raton, Florida, Options Media Group Holdings, Inc.
(OTC: OPMG) -- http://www.optionsmedia.com/-- is an e-mail
services provider of on-demand e-mail marketing that allows its
clients to create, send, and track professional and permission-
based e-mail marketing campaigns.  Options Media provides clients
with access to software, hardware, bandwidth, and exclusive
domains and IP addresses, as well as the ability to upload and
manage subscribers, and review and upload campaigns and track
results for a 360-degree full-service customer marketing solution.
A dditionally, the Company is a provider of precision direct
marketing solutions including e-mail marketing, SMS/mobile
marketing, SMS/keyword marketing, custom lead generation and
creative services.


PARLUX FRAGRANCES: Incurs $5.4 Mil. Net Loss for December Quarter
-----------------------------------------------------------------
Parlux Fragrances Inc. reported a net loss of $5.4 million for the
quarter ended Dec. 31, 2009, compared with a net loss of
$4.5 million during the same period in the prior year.

As of Dec. 31, 2009, the Company has $112.3 million in total
assets and $17.5 million in total liabilities, resulting to
$109.4 million stockholders' equity.

The Company's net sales reached $50.3 million, including
$3.5 million in sales of GUESS inventories to the new licensee,
compared to $47.3 million in the same prior year quarter, an
increase of 6%.  For the nine-month period ended December 31,
2009, net sales were $130.4 million, compared to $123.0 million in
the same prior year period, also an increase of 6%.

Mr. Frederick E. Purches, Chairman and CEO, said, "In 2009, the
Company had embarked on a strategy of heavy investment in the U.S.
department store segment of its business, and unfortunately
consumer spending did not improve as anticipated.  Our department
store sales for the important third quarter were down 30% compared
to prior year and even though discretionary advertising spending
was reduced, our committed advertising expenses could not be
reduced enough to overcome the downtrading from that segment due
to the severe economic conditions."

"However," Mr. Purches continued, "our nine-month sales in the
department store segment were basically flat, whereas most of our
competitors had decreases. Our new launches of Queen Latifah and
Marc Ecko have been well received.  As previously announced, the
loss we reported includes inventory provisions relating to the
termination of the GUESS license and slower moving brands.  With
more cautious spending commitments in the department store
segment, the Company expects improved results."

A full-text copy of the company's financial results is available
for free at http://ResearchArchives.com/t/s?5118

                      About Parlux Fragrances

Parlux Fragrances, Inc. (NASDAQ:PARL) -- http://www.parlux.com/--
is a manufacturer and international distributor of prestige
products.  It holds licenses for Paris Hilton, Jessica Simpson,
GUESS?, Nicole Miller, Josie Natori, Queen Latifah, Marc Ecko,
Rihanna, Kanye West, XOXO, Ocean Pacific (OP), Andy Roddick,
babyGund, and Fred Hayman Beverly Hills designer fragrances, as
well as Paris Hilton watches, cosmetics, sunglasses, handbags and
other small leather accessories.

As of September 30, 2009, the Company's consolidated balance
sheets showed $148.4 million in total assets, $36.0 million in
total liabilities, and $112.4 million in total shareholders'
equity.

                 Extension of Forbearance Period

As reported in the Troubled Company Reporter on November 3, 2009,
the Company signed a Second Amendment to Loan Agreement and
Amendment to Forbearance Agreement with Regions Bank extending the
forbearance period through February 15, 2010, and calling for the
Company to repay the remaining loan balance over the course of the
extension period.


PROFESSIONAL LAND: Files for Bankruptcy to Reorganize Finances
--------------------------------------------------------------
Tampa Bay Online reports that Professional Land Development LLC
filed for Chapter 11 bankruptcy to reorganize its finances.  The
company has $29 million in secured debt and $5.5 million in
unsecured debt.

According to report, the real estate crash hampered, efforts and
last summer one of Bella Verde's community development districts
filed a foreclosure suit against the company.

Professional Land Development LLC is a property developer.


PROTECTIVE PRODUCTS: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Protective Products of America, Inc., filed with the U.S.
Bankruptcy Court for the Southern District of Florida its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $86,678,781
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $7,602,760
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $4,572
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $19,504,787
                                 -----------      -----------
        TOTAL                    $86,678,781      $27,112,119

Headquartered in Sunrise, Florida, Protective Products of America,
Inc. -- http://www.protectiveproductsofamerica.com/-- fka Ceramic
Protection Corporation, 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.


READER'S DIGEST: Gets Nod for Emergency Funding to UK Unit
----------------------------------------------------------
In light of the recent unexpected indication by the UK Pension
Protection Fund that it will not approve the pension application
filed by the UK unit of Reader's Digest Association, Reader's
Digest and its U.S. units sought and obtained emergency authority
from Judge Drain of the U.S. Bankruptcy Court for the Southern
District of New York to provide limited funding to the UK business
to cover the costs and expenses necessary to assist the foreign
unit in pursuing its options under UK insolvency law.

James H.M. Sprayregen P.C., Esq., at Kirkland & Ellis LLP, in New
York, says the Debtors are seeking expedited relief from the Court
for authority to use estate assets and take certain actions prior
to their emergence from Chapter 11 to:

   (i) address the potential need to discontinue operations of
       their UK business following notice by the UK Pension
       Regulator that it will not consent to the agreed
       settlement of RDA UK's pension liabilities; and

  (ii) establish an escrow arrangement to facilitate the prompt
       closing of the Debtors' pending high yield bond offering,
       the proceeds of which will secure the bonds until the
       release from escrow upon the satisfaction of certain
       conditions, including addressing the situation in the UK.

The Debtors previously sought and obtained authority to enter into
a settlement to resolve certain liabilities -- estimated as of
March 31, 2009 to be approximately GBP109 million or approximately
$177 million -- related to a defined benefit pension scheme
sponsored by RDA UK, a non-debtor foreign subsidiary.  The Debtors
negotiated the UK Pension Settlement with the primary economic
parties-in-interest with respect to the UK pension scheme deficit,
namely: (i) The Reader's Digest Pension Trustees No. 2 Limited,
which is the current trustee for the UK pension scheme who acts as
a fiduciary for the pensioners, and (ii) the Board of the Pension
Protection Fund, which is the UK regulatory body, or "safety net,"
responsible for making statutory payments to the scheme members
once their pension scheme has "passed" to the PPF following an
insolvency of the scheme's sponsoring company.

As part of the comprehensive settlement of the UK pension
liabilities, the Debtors agreed to provide certain consideration
in satisfaction of RDA UK's liability to the scheme, which the
Debtors believe constitutes reasonably equivalent value and fair
consideration in satisfaction of the liability, and which the
Debtors are willing to fund to avoid a liquidation of RDA UK and
preserve the enterprise value associated with a go-forward UK
business free of its unmanageable and uncapped pension
obligations.

The very predicate for negotiations among all parties-in-interest
to the UK Pension Settlement was to reach an agreement on a fair
contribution to the scheme that would exceed amounts recoverable
in a liquidation scenario -- the only alternative for RDA UK given
its economic situation, Mr. Sprayregen asserts.  He relates that
RDA UK does not currently generate free cash flow sufficient to
cover its pension obligations under a "recovery plan" agreed to
with the UK Trustee in May 2009, which requires annual payments,
in monthly installments, of approximately GBP4.56 million or $7.4
million through March 31, 2022.

Under the UK Pension Settlement, the Debtors agreed to fund a one-
time lump sum payment to the scheme of GBP10.9 million or
approximately $17.6 million, and to issue 33% of the equity of RDA
UK to the scheme, subject to a five-year call option to buy back
the equity for approximately GBP1.8 million.

An express condition precedent to effectiveness of the UK Pension
Settlement is the consent of the UK Pensions Regulator and, more
specifically, that the Regulator agrees to provide "clearance" for
the transaction.  Although the Debtors reasonably believed that
the Regulator's interests would be aligned with the UK Trustee and
the PPF, the Regulator notified RDA UK that it would not consent
to the proposed settlement and that the application for
"clearance" with respect to the proposed settlement had been
denied.

In light of the unanticipated response by the Regulator to the
proposed settlement, the Debtors have determined that it is
appropriate and in the best interests of the estates to take
certain steps in advance of the Debtors' imminent emergence from
bankruptcy.

In the absence of reasonable assurance that the UK pension
liability can be compromised, the Debtors do not believe it is
prudent to provide or have their other foreign subsidiaries
provide continued financial support to fund ongoing operations of
the RDA UK business.

"[T]he business is cash-flow negative in its present state -- a
drain on enterprise assets that is a net borrower of the Debtors'
European cash pooling arrangements -- and remains liable for a
variable, uncapped funding deficit associated with its pension
scheme, which the UK Pension Regulator has now suggested cannot be
compromised," Mr. Sprayregen says.  "Indeed, any financial support
directed at RDA UK would be primarily to maintain the legal
existence of a company whose only economic purpose is to service
an increasingly burdensome pension liability," he continues.

To minimize any collateral damage to the reorganized enterprise
associated with a UK insolvency proceeding, the Debtors believe it
is appropriate to dedicate a limited amount of estate resources or
global enterprise funds to provide short term support to RDA UK to
enable it to evaluate its options and prepare for a potential
insolvency proceeding.  The Debtors also believe the total costs
and expenses they could potentially incur in connection with
facilitating the commencement of an orderly insolvency proceeding
of RDA UK will not exceed $2 million.

Importantly, Mr. Sprayregen asserts, an insolvency of RDA UK will
also immediately crystallize and cap the amount of the pension
scheme deficit under applicable UK law, which liability would be
addressed in accordance with applicable UK insolvency laws.

                   Sale of Securities

Meanwhile, in anticipation of emergence from Chapter 11, the
Debtors have undertaken significant efforts to obtain credit on
better terms than those provided by the exit facilities in the
Plan, Mr. Sprayregen discloses.  He says the Debtors have been
working with J.P. Morgan Securities Inc., Banc of America
Securities LLC, Credit Suisse (USA) Securities, Inc., Goldman,
Sachs & Co., Moelis & Company LLC, and certain other potential
parties on a purchase and sale of the Securities pursuant to a
purchase agreement, which has been approved by the Court.

Accordingly, in an effort to capture the benefits of their
extensive work to date while simultaneously alleviating any
concerns by potential purchasers of the Securities related to the
short delay of bankruptcy emergence necessary to address the
situation in the UK, the Debtors seek to enter into an escrow
arrangement with the Initial Purchasers whereby the net sale
proceeds from the Securities as well as certain other funds
contributed to the escrow issuer by the Debtors necessary for
redemption of the Securities will be held in escrow until certain
conditions have been satisfied.

The principal terms and conditions of the Escrow Arrangement are:

  -- Escrow Issuer.  The Debtors will establish a wholly-owned,
     unrestricted subsidiary, RD Escrow Corporation, to issue
     the Securities.  The Escrow Issuer will deposit the
     Escrowed Funds into a segregated escrow account until the
     date that the Escrow Conditions are satisfied.  The
     Escrowed Funds will be pledged as security for the benefit
     of the holders of the Securities and upon satisfaction of
     the Escrow Conditions will be used to refinance the debt
     obligations issued to the Debtors' existing lenders upon
     Emergence;

  -- Escrow Agent will be Wilmington Trust Company Corporation;

  -- Escrow Term.  The Escrow Conditions must be satisfied on or
     prior to a date to be agreed, which will be no later than
     three  months from the date of execution of the Escrow
     Agreement;

  -- Escrow Conditions.  The Escrow Agent will not release the
     Escrowed Funds until Reader's Digest submits an officer's
     certificate certifying the satisfaction of certain
     conditions, including a condition with respect to the
     pension liability in the UK and that the Effective Date of
     the Plan has occurred; and

  -- If the Escrow Conditions are not satisfied on or prior to
     the Expiration Date, the Securities will be redeemed at
     100% of the issue price to the purchasers thereof, plus
     accrued and unpaid interest to, but excluding, the date of
     redemption.

Pursuant to the terms of the DIP Credit Agreement and the Final
DIP Order, the Debtors require a waiver to be able to provide
support to RDA UK while it in pursues options under UK insolvency
laws and fund any interest payment or other shortfalls if required
to do so under the terms of the Escrow and Security Agreement.
The Debtors, therefore, seek immediate authority to enter into the
DIP Waiver.

The Debtors believe that their actions and requests for relief are
necessary and appropriate to enable them to capture the benefits
of their recent refinancing efforts, remain on track for an
expeditious emergence from Chapter 11 and simultaneously ensure
minimal enterprise disruption and risk associated with the
administration of the Debtors' UK business.

                         *     *     *

Judge Drain granted the request following an expedited hearing.

The Court authorized, but not directed or required, the Debtors to
take any and all actions necessary and appropriate in the their
sole discretion and business judgment to limit or withdraw any
financial support provided to RDA UK, whether in the form of
access to group cash pooling arrangements, through the group
treasury function or otherwise, and to provide notice to RDA UK of
those intentions, provided that the Debtors will work in good
faith with RDA UK to facilitate an orderly process for the
commencement of any insolvency proceedings.

The Debtors are also authorized (i) to use or transfer estate
funds for the exclusive purpose of paying reasonable fees, costs
or expenses necessary to facilitate the orderly administration or
insolvency proceedings of the estates of RDA UK and its affiliated
businesses under applicable law, and (ii) to take all actions in
furtherance thereof and in connection therewith, provided the
Debtors will not be permitted to spend more than $2 million in
connection therewith.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of US$2.2 billion against total debts of US$3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


READER'S DIGEST: Sells $525 Mil. Notes to Refinance Loans
---------------------------------------------------------
The Bankruptcy Court granted Reader's Digest Association and its
units authority to enter into an agreement to issue and sell notes
to refinance their (i) obligations under their new first and
second priority secured term loans to be issued on the effective
date of their plan of reorganization, and (ii) reinstated euro
term loan.

Dow Jones Newswires, citing a person familiar with the deal, said
Reader's Digest priced $525 million of floating-rate 7-year notes
through lead managers J.P. Morgan Chase & Co., Bank of America
Corp., Credit Suisse, and Goldman Sachs.  Terms of the bond
offering are:

  Amount:         $525 million (net proceeds $509.25 million)

  Maturity:       Feb. 15, 2017

  Issue Price:    97

  Spread:         650 basis points over 3-month Libor, with a
                  3.0% Libor floor

  Settlement:     Feb 11, 2010 (T+7)

  Call:           Non-callable for 3 years

  Ratings:        B1 (Moody's Investors Service)
                  B (Standard & Poor's)

According to Standard & Poor's, Reader's Digest is the first
issuer to try to access the bond market for bankruptcy exit
financing since 2005, Michael Aneiro of Dow Jones Newswires said.
While most high-yield notes involve fixed-rate coupons, the
floating-rate note structure of the Reader's Digest note offering
mimics pricing terms more commonly found in the bank loan market,
Mr. Aneiro noted.

Price guidance for the post-bankruptcy $525 million offering of
seven-year floating-rate notes is in the area of 650 basis points
over the London interbank offer rate at a discounted face value of
97 cents on the dollar, the report cited KDP Investment Advisors.

Judge Drain finds that all of the Debtors' obligations under the
Purchase Agreement, including the Indemnification Obligations, the
Contribution Obligations and the fees and expenses, are actual,
necessary costs and expenses of preserving the bankruptcy estate
and, hence, will be treated as administrative expenses under
Section 503(b) of the Bankruptcy Code.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of US$2.2 billion against total debts of US$3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


RESIDENTIAL CAPITAL: Moody's Keeps 'C' Senior Secured Bond Ratings
------------------------------------------------------------------
Moody's Investors Service said it is maintaining Residential
Capital's senior secured, junior secured, and senior unsecured
bond ratings at C.  The outlook for all ratings is stable.  In a
separate action, Moody's upgraded ResCap's parent GMAC Inc.'s
senior debt to B3 from Ca.

The C rating reflects ResCap's standalone credit profile and
uncertainty regarding long term support from GMAC.  Although
Moody's believes GMAC is likely to provide ResCap with sufficient
liquidity support to service its 2010 obligations, GMAC's long-
term support and ownership of ResCap is more questionable due to
the lack of strategic fit between the companies.

From a standalone perspective, ResCap has required support from
GMAC to continue as a going concern for some time.  ResCap will
likely require support from GMAC to service its 2010 debt
maturities, and may require additional capital support as well.
Although the company's recent action to write-down a substantial
amount of its mortgage portfolio reduces the risk of further
charges related to these assets, there could be further
deterioration, especially if the US economy follows a worse than
expected path.

Additionally, ResCap is exposed to the risk of liability for loans
sold with recourse and contingent commitment to fund draws on home
equity lines of credit in off-balance sheet securitizations.  Each
of these issues could be a drain on capital and liquidity.  Should
parental support be discontinued Moody's believes ResCap would
eventually default on its obligations.  Should ResCap default and
be liquidated, Moody's believes the recovery for bondholders could
be low (less than 50%), which is consistent with a C rating.
"ResCap has recorded thirteen consecutive quarterly losses, its
liquidity position is tenuous, capital insufficient and franchise
impaired," said Moody's Vice President and Senior Credit Officer
Craig Emrick.

In regards to support, Moody's acknowledges that GMAC's ability to
support ResCap has increased through GMAC's receipt of multiple
capital injections from the US Treasury, the latest occurring in
December 2009.  Additionally, GMAC has shown a willingness to
support ResCap.  GMAC's $2.7 billion capital injection into ResCap
in December 2009 was the latest in a long series of actions taken
to provide capital and liquidity support.  Moody's does believe it
is likely GMAC will provide ResCap with sufficient liquidity
support to service its 2010 obligations.  However, GMAC's long-
term support and ownership of ResCap is more questionable due to
the lack of strategic fit between the companies.

ResCap's senior and junior secured notes have a second and third
lien claim behind the GMAC senior secured credit facility on
certain assets of ResCap.  However, these secured notes are rated
the same as ResCap's unsecured debt because Moody's does not
believe these notes are likely to experience a significantly
enhanced recovery due to the small amount and low quality of
eligible collateral.

The last rating action on ResCap was November 20, 2008, when
Moody's downgraded the company's senior secured, junior secured,
and unsecured senior debt to C from Ca.


RRI ENERGY: Fitch Affirms Issuer Default Rating at 'B'
------------------------------------------------------
Fitch Ratings has affirmed RRI Energy's ratings and revised its
Outlook to Stable from Negative.  Additionally, Fitch has revised
its Recovery Rating on RRI's senior unsecured debt to 'RR3' from
'RR2'.  The ratings actions are:

  -- Issuer Default Rating affirmed at 'B';
  -- Senior secured debt affirmed at 'BB/RR1';
  -- Senior unsecured debt revised to 'B+/RR3' from 'B+/RR2';
  -- Short-term IDR at 'B'.

The revision in Outlook to Stable reflects the company's balance
sheet deleveraging and expected improvements in earnings and cash
flow due in part to RRI's focus on hedging and securing capacity
revenue at its fleet.

RRI's ratings reflect the challenging competitive generation
environment Fitch expects for 2010 and 2011, tempered by steps
taken by RRI to improve its balance sheet and hedge a portion of
its commodity exposure.  Fitch now considers RRI's liquidity
position as strong and its business risk profile has improved with
the sale of the retail electricity marketing businesses in 2009.
The working capital and collateral financing requirements of the
retail business, along with its attendant margin volatility, had
previously weighed heavily on the rating.

RRI currently conducts its wholesale merchant business in a manner
that results in a fairly high level of revenue and cash flow
stability and predictability.  Capacity payments and a hedging
policy limit margin compression due to commodity and power prices,
which Fitch expects to be under pressure in 2010 and 2011.  RRI
has hedged approximately 30% and 29% of expected power generation
from its PJM coal plants for 2010 and 2011 (based on megawatt
hours), respectively, and hedged an additional 5% and 12% of its
expected power generation for 2010 and 2011 with gas puts.  RRI's
contracted capacity and hedging program should allow the company
to protect against a significant downturn in commodity and power
prices while retaining margin upside should there be market
improvements.

Additionally, the affirmation considers the company's liquidity
position.  As of Sept. 30, 2009, RRI had $1.7 billion in total
liquidity consisting of $1.2 billion in cash and roughly
$500 million in availability under its revolver.  RRI's cash
balance will enable it to retire the $400 million in debt
associated with Orion Power which matures in 2010.  With
manageable near-term maturities and projections for decreased
capital spending, due to the completion of some of its
environmental capital expenditures in 2009, RRI's liquidity should
provide an adequate cushion for the company should it fail to meet
Fitch and management's projections for free cash flow positive
operating results in 2010.

Fitch's concerns include the significant leverage and less than
robust credit metrics at RRI.  The ratings also consider that any
upside performance at RRI going forward is going to be strongly
correlated to economic recovery and a return of power demand
growth.  In addition, RRI has significant exposure to potential
legislation and there remains a high degree of uncertainty
surrounding the possibility of Federal carbon legislation and the
form and cost of any possible EPA regulation of greenhouse gas
emissions.

The affirmed 'RR1' rating reflects the outstanding (91%-100%)
recovery prospects expected in a default scenario of the senior
secured issuances.  The 'RR3' rating reflects good (51%-70%)
recovery prospects of the senior unsecured debt, in part due to
the structural subordination of this debt, and weaker expected
recovery prospects in a hypothetical default scenario.


RUBICOR MEDICAL: Auction of Assets Set for on March 1
-----------------------------------------------------
Rubicor Medical, Inc., seeks strategic or financial parties
interested in the acquisition of the Company's assets, either in
part or in their entirety.  An auction will be held on March 1,
2010, at 10:00 a.m. (EST).

Qualified Bids are required to be submitted on or before 5:00 p.m.
(EST) on February 24, 2010.  The winning bid will be submitted for
Bankruptcy Court approval on March 4, 2010, at 10:30 a.m. (EST).

A $6.3 million stalking horse bid has been selected from the pre-
petition secured lenders Hologic, Inc., and Medical Partners, Inc.
The purchase will be subject to Bankruptcy Court approval and any
higher and better offers that might be received during the
solicitation and auction process.

A copy of the bidding procedures is available for free at:

               http://ResearchArchives.com/t/s?5148

For more information, Rubicor's Financial Advisor can be reached
at:

          Ted Gavin, CTP
          Principal
          NHB Advisors, Inc.
          919 N. Market Street
          Wilmington, DE 19801
          Tel.: (302) 655-8997 x151 (office)
                (484) 432-3430 (mobile)
          E-mail: tgavin@nhbteam.com

          Michael Savage, CTP, CIRA
          Managing Director
          NHB Advisors, Inc.
          Tel.: (617) 378-7158 (mobile)
                (617) 973-5105 (office)
          E-mail: msavage@nhbteam.com

Redwood City, California-based Rubicor Medical, Inc., was formed
in 1998 and has engaged in the development of breast biopsy
medical devices based largely on proprietary technology.  The
Company owns various patents and related intellectual property.

The lead investor of the last financing round for the Company,
Safeguard Scientific, was unwilling to allow further investment in
Rubicor unless senior management was replaced and the Company was
restructured according to its terms, thus rendering all sources of
capital unavailable to the Company.  This led to the shutdown of
Rubicor's going-concern operations and termination of all of its
employees in July 2008.  The Company's founder, Dr. James Vetter,
with help from others, continued to successfully solicit new
investors resulting in term sheets and bridge loan offerings to
recapitalize the Company.  On each occasion, Safeguard continued
to exercise what it alleged to be its rights under the Shareholder
Rights Agreement and block all attempts at funding which led to an
involuntary filing under Chapter 7 of the bankruptcy code in July
2009 and a conversion of that case to a proceeding under Chapter
11.  Though it is presently inactive on a going-concern basis, the
Company has maintained its extensive patent portfolio through
funds available to it by way of its senior secured lender, Medical
Partners, Inc.


SALLY BEAUTY: December Balance Sheet Upside Down by $612 Mil.
-------------------------------------------------------------
Sally Beauty Holdings Inc. reported $1.53 billion in total assets
and $2.14 billion in total liabilities resulting to a $612 million
stockholders' deficit for quarter ended Dec. 31, 2009.

The Company's consolidated net sales for the fiscal 2010 first
quarter were $704.9 million, an increase of 9.2% from the fiscal
2009 first quarter, and include a positive impact from foreign
currency exchange of $9.1 million, or 1.3% of sales.  Same store
sales in the fiscal 2010 first quarter grew 3.8% from the fiscal
2009 first quarter.  GAAP net earnings in the quarter were
$26.1 million, growth of 62.7%. GAAP diluted earnings per share
were $0.14, growth of 55.6% when compared to earnings per share of
$0.09 in the fiscal 2009 first quarter.

The fiscal 2010 first quarter adjusted net earnings, a non-GAAP
measure, were $24.7 million, an increase of 37.4% over fiscal 2009
first quarter.  Adjusted earnings per share were $0.13, growth of
30.0% when compared to $0.10 adjusted earnings per share in the
fiscal 2009 first quarter.  Adjusted EBITDA increased 7.1% in the
fiscal 2010 first quarter to $87.4 million, versus $81.6 million
in the fiscal 2009 first quarter.

Net cash provided by operating activities in the fiscal 2010 first
quarter was $19.8 million and capital expenditures were $12.1
million.  Total store count at the end of the fiscal 2010 first
quarter was 3,935, an increase of 166 stores or growth of 4.4%
over the fiscal 2009 first quarter.

"We are pleased to report strong financial results in the fiscal
2010 first quarter -- surpassing $700 million in quarterly revenue
for the first time ever," stated Gary Winterhalter, President and
Chief Executive Officer.  "Year over year growth in our adjusted
net earnings was 37% with earnings per share of $0.13; a strong
start to the new fiscal year.  As always, we are focused on a
balanced approach in our use of cash.  We plan to continue
investing in company growth via acquisitions and organic store
openings while reducing our long-term debt."

A full-text copy of the Company's financial result is available
for free at http://ResearchArchives.com/t/s?513f

                        About Sally Beauty

Denton, Texas-based Sally Beauty Holdings, Inc. (NYSE: SBH) --
http://www.sallybeauty.com/-- is an international specialty
retailer and distributor of professional beauty supplies with
revenues of more than $2.6 billion annually.  Through the Sally
Beauty Supply and Beauty Systems Group businesses, the Company
sells and distributes through over 3,700 stores, including
approximately 200 franchised units, throughout the United States,
the United Kingdom, Belgium, France, Canada, Puerto Rico, Mexico,
Japan, Ireland, Spain and Germany.  Sally Beauty Supply stores
offer more than 6,000 products for hair, skin, and nails through
professional lines such as Clairol, L'Oreal, Wella and Conair, as
well as an extensive selection of proprietary merchandise.  Beauty
Systems Group stores, branded as CosmoProf or Armstrong McCall
stores, along with its outside sales consultants, sell up to 9,800
professionally branded products including Paul Mitchell, Wella,
Sebastian, Goldwell, and TIGI which are targeted exclusively for
professional and salon use and resale to their customers.

The Company posted net earnings of $31,489,000 for the three
months ended June 30, 2009, from net earnings of $29,359,000 for
the same period a year ago.  The Company posted net earnings of
$72,143,000 for the nine months ended June 30, 2009, from net
earnings of $56,098,000 for the same period a year ago.

At June 30, 2009, the Company had $1,464,897,000 in total assets
and $2,110,057 in total liabilities, resulting in $650,695,000 in
stockholders' deficit.


SEVERSTAL COLUMBUS: S&P Assigns 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
long-term corporate credit rating to U.S.-based steel company
Severstal Columbus LLC and to Severstal Columbus Escrow LLC, both
wholly owned, indirectly held subsidiaries of Russia-based steel
company OAO Severstal (BB-/Negative/--).  The outlook is negative.

At the same time, S&P assigned a 'B' issue rating to the proposed
$525 million senior secured notes due 2018 to be issued by
Severstal Columbus Escrow.  S&P also assigned a recovery rating of
'3' to these notes, indicating S&P's expectation of meaningful
(50%-70%) recovery prospects in the event of a payment default.

"The 'B' CCR on Severstal Columbus reflects the company's stand-
alone credit profile of 'B-', plus one notch for parental support
from OAO Severstal," said Standard & Poor's credit analyst, Alex
Herbert.  "The SACP reflects S&P's view of Severstal Columbus'
"vulnerable" business risk profile and "highly leveraged"
financial risk profile.  Constraining factors include S&P's view
that Severstal Columbus is a small, single-site steel producer
with crude steel production capacity of 1.7 million tons,
operating in a highly competitive, cyclical, and capital-intensive
industry that is experiencing difficult market conditions."

Furthermore, Severstal Columbus has only a short trading history,
from 2007, and has not yet established a track record of
profitability or cash flow generation.  With ongoing significant
capital expenditures in a second phase of expansion to 3.4 million
tons by late 2011, S&P foresee negative free operating cash flow
and a highly leveraged capital structure, which could persist for
a couple of years.

Supportive factors include S&P's view that Severstal Columbus has
built a high-quality, efficient asset base in recent years.  It
also has flexible operations as a mini mill, together with rolling
capacity, a nonunionized workforce, and a good safety record.

In S&P's view, there is the possibility of a downgrade, if, for
example, the SACP on Severstal Columbus were to weaken due to a
sustained period of weak operating performance, or there were
delays or difficulties in completing the planned phase 2 expansion
of the plant.  Also, while S&P anticipate that conditions in the
steel market will gradually improve, the global economy has not
yet established a sustainable path to growth, which leads to S&P's
cautious view of future steel volumes and prices.

Furthermore, the negative outlook reflects that on parent company
OAO Severstal.  Downward pressure on the ratings on Severstal
Columbus would also build if S&P felt that parental support from
OAO Severstal was weaker than S&P currently anticipates.

Ratings stability for Severstal Columbus could be established if
parental support were to strengthen, although this could be offset
by a weaker SACP.  In addition, stability could be established if
Severstal Columbus were able to successfully complete its phase 2
expansion, and demonstrate a clear and sustainable improvement in
its credit metrics.


SIX FLAGS: To Close Kentucky Kingdom Park in Louisville
-------------------------------------------------------
Six Flags announced February 4 that as it nears the scheduled end
of its restructuring process, it has decided to reject its lease
with the Kentucky State Fair Board relating to the Kentucky
Kingdom park.  In recent weeks, Six Flags had proposed a new lease
arrangement to the fair board that would have enhanced the
viability and future of the park.  Unfortunately, those proposals
were not accepted and the park will cease operations and the
company will move expeditiously to re-locate employees and several
of the more than 40 rides and attractions to one of its 13 other
markets.

"We are deeply disappointed to be leaving such a great fan base in
the greater metropolitan area of Louisville and we are grateful to
the thousands of employees at Kentucky Kingdom and the millions of
guests for their dedication, support and loyalty over the years,"
said Mark Shapiro, Six Flags President and CEO.

"This action relates solely to Kentucky Kingdom," Shapiro
continued.  "The substantial lease payment has been a significant
hurdle for this park in recent years.  Our other parks, which
reside largely on company-owned land, will be completely
unaffected and will open as scheduled for the full 2010 season."

                           About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SLM CORPORATION: Fitch Affirms Preferred Stock Rating at 'BB'
-------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook for SLM Corporation
to Stable from Negative.

Fitch also affirms SLM's ratings:

SLM Corporation:

  -- Long-term Issuer Default Rating at 'BBB-';
  -- Short-term IDR at 'F3';
  -- Senior Debt at 'BBB-';
  -- Short-term debt at 'F3'; and
  -- Preferred Stock at 'BB'.

Approximately $29.3 billion of debt and preferred stock is
affected by these actions.

The Outlook revision reflects SLM's ability to refinance and
extend the maturity of its ABCP facility in January 2010.  The new
facility will provide $10 billion of borrowing capacity in the
first year, $5 billion in the second year and $2 billion in the
third year, with a final maturity date of Jan. 11, 2013.  The
borrowing cost is expected to be commercial paper plus .5% in the
first year, which compares to a borrowing cost of commercial paper
plus 1.3% on the prior 364-day facility.  Additionally, SLM
entered into a lending agreement with the Federal Home Loan Bank
of Des Moines through its subsidiary, HICA Education Loan
Corporation, whereby it can borrow using FFELP loans as
collateral.  Fitch views the additional borrowing capacity and
liquidity positively.

The ratings affirmation reflects SLM's position as one of the
largest originators and servicers of government-guaranteed student
loans, its low consolidated credit risk, stable liquidity profile,
and adequate risk-adjusted capitalization.  Fitch believes SLM
will continue to transition to a fee-for-service business model
with a bank subsidiary that originates higher-risk private
education loans.  SLM was one of four servicers selected to
participate in the Department of Education's servicing contract.
At Dec. 31, 2009, the company was servicing approximately
$19 billion of loans under the contract, and earned $9 million of
related servicing revenue in the fourth quarter, equating to a
yield of about 0.19%.  Fitch believes the company will obtain
additional servicing volume in 2010, and will, at a minimum,
retain at least a 25% market share.

Fitch's current ratings reflect the expectation that the FFELP
product will go away in 2010 as proposed in the Student Aid and
Fiscal Responsibility Act.  Should FFELP be retained, the benefits
for SLM include an additional fee stream from the origination of
FFELP loans and a potential boost to its market share on the
servicing side, as SLM, which has the most significant school
channel relationships, would likely be able to retain servicing on
all loans it originated.  Fitch believes the retention of FFELP
would serve to further solidify the company's ratings at their
current level.

SLM's current ratings reflect Fitch's expectation that unsecured
debt outstanding will be repaid as it comes due with available
liquidity and cash flows from the legacy business model.  Fitch
believes portfolio cash flows are sizeable and relatively
predictable and include ABS trust servicing cash flows, ABS
residual cash flows, which are backed largely by lower-risk FFELP
loan collateral, loan principal repayments, and other operating
cash flows.  At Dec. 31, 2009, non-bank liquidity included about
$5.4 billion of cash and unrestricted investments and unencumbered
FFELP loans amounted to $2.1 billion.  The most meaningful
unsecured debt maturities occur in 2010, 2011, and 2014, at
$5.2 billion, $6.4 billion, and $5.1 billion, respectively.
Although 2010 and 2011 maturities were reduced by the January
tender for $812 million in unsecured debt.

Negative rating momentum could result from free cash flow
generation below Fitch's expectations, which impairs the company's
ability to meet its debt service obligations, additional
deterioration in private education loan asset quality metrics,
and/or legislative change which removes the private sector from
the servicing and collection of government guaranteed student
loans.


SPHERIS INC: Nonpayment of Interest Cues Moody's Rating Cut to 'D'
------------------------------------------------------------------
Moody's Investors Service has downgraded Spheris Inc.'s
probability of default rating to D from B3 and the corporate
family rating to Ca from B3.  The downgrade reflects the company's
failure to pay its December 15, 2009 interest payment within the
30-day grace period allowed by the senior subordinated notes.  At
the same time, Moody's lowered the ratings on the senior
subordinated notes to C from Caa1 reflecting Moody's estimate of a
limited recovery.

On February 3, 2010, Spheris filed voluntary petitions for relief
under Chapter 11 of the United States Bankruptcy Code.  Subsequent
to the actions, all ratings will be withdrawn.  Moody's has
withdrawn this rating because the issuer has entered bankruptcy.
Please refer to Moody's Withdrawal Policy on Moodys.com.

These ratings were downgraded:

  -- Corporate Family Rating to Ca from B3;

  -- Probability of Default Rating to D from B3; and

  -- $125 million Senior Subordinated Notes due 2012 to C
     (LGD5/86%) from Caa1 (LGD5/75%).

The last rating action on Spheris was on September 2, 2009, when
the rating outlook was changed to negative from stable.

Headquartered in Franklin, Tennessee, Spheris Inc. is a leading
outsource provider of clinical documentation technology and
services to health systems, hospitals and group medical practices
throughout the U.S. For the twelve months ended June 30, 2009, the
company generated approximately $170 million in revenues.


SPHERIS INC: Has Interim Permission for $7.5 Million Loan
---------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Spheris Inc. was
given interim authority to take down a $7.5 million loan.  At a
final hearing on Feb. 19, Spheris will be looking for $15 million
in borrowing power.

Spheris Inc., has entered into an agreement under which MedQuist
Inc. and CBay Inc., portfolio companies of CBaySystems Holdings
Ltd., have agreed to purchase substantially all of Spheris' assets
pursuant to a transaction that is to be implemented under Section
363 of the United States Bankruptcy Code.

Ableco, L.L.C., as collateral agent, and Cratos Capital Management
LLC, as administrative agent, are leading the lenders providing up
to $15 million in Debtor-in-Possession financing to the Debtor.
The financing facility will be used to fund ongoing operations and
repay outstanding revolving credit loans under its pre-petition
credit facility as of the filing date.

                           About Spheris

Based in Franklin, Tennessee, Spheris Inc. --
http://www.spheris.com/-- is a global provider of clinical
documentation technology and services.

Spheris Inc., along with five affiliates, filed for Chapter 11 on
Feb. 3, 2010 (Bankr. D. Del. Case No. 10-10352).  Matthew Barry
Lunn, Esq., and Ryan M. Bartley, Esq., at Young Conaway Stargatt &
Taylor, LLP, represent the Debtors in their Chapter 11 effort.
The petition says that assets range from $50,000,001 to
$100,000,000 while debts range from $100,000,001 to $500,000,000.


SPRINGBOARD GROUP: Moody's Upgrades Corp. Family Rating to 'B1'
---------------------------------------------------------------
Moody's Investors Service upgraded Springboard Group S.a.r.l's
corporate family rating to B1 from B2 due to the better than
projected operating performance over the past six months, strong
liquidity position, and rapid expected deleveraging even after
factoring in the roughly $100mm in additional senior debt the
company incurred at the end of 2009 to help pay for the settlement
of the litigation among the private equity groups that acquired
the company and Skype's founders.

As part of the rating action, Moody's affirmed the B1 (LGD3, 34%)
senior secured instrument ratings on the $30 million senior
secured revolving credit facility and the upsized $800 million
senior secured term loan issued through Springboard Finance LLC,
the primary US operating subsidiary of Skype.  Moody's notes that
of the term loan, up to $400 million equivalent will be available
in a Euro tranche to provide a natural hedge to the company's
largely Euro-denominated receivables.  The proceeds of the
increase in the term loan and cash on hand will be used to repay
about $129 million outstanding under the eBay PIK seller note.

In addition, Moody's affirmed the B2 probability of default rating
reflecting the new debt capital structure (consisting primarily of
first lien senior secured bank facilities).  The outlook remains
stable.

Rating Actions:

Issuer: Springboard Group S.a.r.l

* Corporate Family Rating -- Upgraded to B1 from B2
* Probability of Default Rating -- Affirmed, B2

Issuer: Springboard Finance LLC

* Senior Secured Revolving Credit Facility -- Changed to B1, LGD3
  -34% from B1, LGD3 -43%

* Senior Secured Term Loan -- Changed to B1, LGD3 -34% from B1,
  LGD3 -43%

Skype's B1 CFR continues to reflect the significant industry and
technology risks inherent to the rapidly evolving field of peer-
to-peer internet communications and the wider deployment of Voice-
over-Internet-Protocol technology across the world, in addition to
competitive threats from incumbent carriers, other technology
developers, social networking sites, and regulatory bodies.  These
risks are significant and likely to weigh on the rating over the
medium-to-long term, particularly given the limited product
diversity of the company's revenue stream.

On the other hand, near term prospects are more favorable as the
company capitalizes on its significant global user base and the
quality of its product.  Moody's expects Skype's adjusted
Debt/EBITDA leverage (including the eBay seller financing) at year
end 2009 to be about 4.7x, which is a material deleveraging from
the total adjusted level previously anticipated at closing of
about 5.2x, based on 9/30/09 EBITDA, and including $125 million in
seller financing from eBay.  The rapid EBITDA growth, and more
importantly high cash conversion and favorable working capital
trends should enable the company to further delever in the near
term and provide credit support to the lenders.  In addition, the
rating is supported by the significant equity cushion provided by
the sponsors, the restrictions on additional debt and
distributions imposed by the current credit facility, the
collateral package and the company's success in building over a
relatively short time period, a growing and profitable business
with strong cash generating capabilities.

Skype's revenues and EBITDA have grown substantially over the past
several years in conjunction with the company's registered user
base which is estimated to be around 450 million.  While this
number is substantial, the company has only monetized a relatively
small proportion of the user base, by generating revenues
primarily from its international long distance voice service
offering, which allows paying users to participate in calls
between their computers and traditional telephone lines.  Although
this service has been successful to date, its longevity is
threatened by the ongoing migration of land line users to
internet-based phones (Skype does not charge users for computer to
computer calls) as well as the possibility of future regulatory
action in certain jurisdictions, as these calls effectively
circumvent tariff-based international long distance calls, which
can be an important revenue source for emerging market telecom
operators and governments.  Consequently, Moody's believes Skype's
long-term success will ultimately be dependent on the company's
ability to further develop new revenue streams, including mobile,
advertising and enterprise sales that harness the powerful network
effects of its large user community.

The rating is prospective in nature under the expectation that
most of the generated cash will be devoted to debt repayment via
more rapid amortization than is customary with institutional loan
facilities and the excess cash flow recapture, and the stable
outlook takes into account Moody's view that the company will
achieve adjusted Debt/EBITDA of 3.5x in 2011.

Moody's most recent rating action for Skype was on November 10,
2009, at which time the rating agency affirmed the company's
ratings following the news that it settled the litigation among
the private equity groups that acquired the company and Skype's
founders.

Headquartered in Luxembourg, Skype is a technology company
centered around P2P communications and VoIP software tools.


SPURLOCK LOGGING: Updated Case Summary & Creditors List
-------------------------------------------------------
Debtor: Spurlock Logging, Inc.
        6395 County Road 4260
        P.O. Box 795
        Woodville, TX 75979

Bankruptcy Case No.: 10-90008

Chapter 11 Petition Date: January 12, 2010

Court: United States Bankruptcy Court
       Eastern District of Texas (Lufkin)

Debtor's Counsel: Frank J. Maida, Esq.
                  Maida Law Firm
                  4320 Calder Avenue
                  Beaumont, TX 77706-4631
                  Tel: (409) 898-8200
                  Fax: (409) 898-8400
                  Email: maidalawfirm@gt.rr.com

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

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

A list of the Company's 18 largest unsecured creditors is
available for free at:

             http://bankrupt.com/misc/txeb10-90008.pdf

The petition was signed by Charles F. Spurlock, president of the
company.


STALLION OILFIELD: S&P Assigns 'CCC+' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' corporate
credit rating to Stallion Oilfield Holdings Inc. and placed the
rating on CreditWatch with positive implications.  In addition,
S&P is assigning a 'B-' issue-level rating with a '4' recovery
rating to the proposed $225 million senior secured notes due 2015,
indicating expectations of average (30% to 50%) recovery in the
event of a payment default, pending the successful close of this
notes offering and new revolving credit facility.

Stallion Oilfield Holdings Inc. plans to use the proceeds from the
notes offering to repay its senior secured credit facility.

Stallion emerged from bankruptcy on Feb. 2, 2010, and improved its
capital structure as a result of restructuring its balance sheet.
In October 2009, Stallion reached an agreement with lenders,
debtholders, and equity holders to reduce its unsecured debt by
approximately $515 million, along with $26 million of accrued
interest.  The $250 million unsecured bridge loan and the
$265 million 9.75% unsecured senior notes have been converted on a
pro rata basis for 98% of the common equity of Stallion, leaving
approximately $213 million of outstanding senior secured debt.

The rating on Stallion reflects high debt leverage, limited
liquidity, participation in the highly cyclical North American
oilfield services market, and a short operating track record.  The
rating also reflects the company's low annual maintenance capital
spending requirements, moderate geographic mix, and an experienced
management team.

Stallion Oilfield Holdings Inc.'s operating subsidiary is Stallion
Oilfield Services Ltd. (CCC+/Developing/--).  The Houston-based
operating subsidiary provides wellsite support services (workforce
accommodation units, surface equipment rental, communications
services, and solids control), and production and logistics
services (site construction and rig relocation).

An upgrade of the corporate credit rating will be predicated on a
successful completion of the notes offering and revolving credit
facility.  If the notes offering is successful, the company will
use proceeds to refinance its revolving credit facility and term
loan (maturing in 2011 and 2013, respectively).  A successful
offering will improve the company's liquidity with a new
$40 million revolving credit facility.  S&P expects to resolve the
CreditWatch and upgrade the corporate credit rating to 'B-' upon
the closing of the revolver and notes offering.

If it becomes apparent that Stallion will not be able to
successfully refinance its senior secured credit facility or
obtain a new revolver, S&P will likely affirm the 'CCC+' corporate
credit rating.


STANDARD PACIFIC: Approves Compensation Arrangement With Officers
-----------------------------------------------------------------
The Compensation Committee of the Board of Directors of Standard
Pacific Corp. has:

    * approved a bonus pool and individual bonuses to be paid to
      the Company's employees, including the "named executive
      officers" for 2009.

      Mr. Campbell, the Company's Chief Executive Officer and
      President, received a bonus of $1,758,000 and Mr. Stowell,
      the Company's Chief Operating Officer, received a bonus of
      $1,235,000.

      The bonuses payable to Mr. Campbell and Mr. Stowell will be
      paid 35% in cash and 65% in Company common stock.  The
      Company common stock will be fully vested upon issuance, but
      will be subject to a restriction on transfer that will lapse
      with respect to one-third of the shares on each of the first
      three anniversaries of the issue date.

    * set 2010 base salaries.  The base salaries of Mr. Campbell
      and Mr. Stowell were unchanged for 2010.

      In addition, the Committee approved the payment to Mr.
      Campbell of an additional $208,000 as a base salary catch up
      for 2009 to compensate Mr. Campbell for the difference
      between the salary he was receiving at MatlinPatterson while
      serving as our Chief Executive Officer and the amount he
      would have received had we paid him his $850,000 base salary
      for the entirety of 2009.

    * established incentive compensation arrangements for each of
      Mr. Campbell and Mr. Stowell for 2010.

      If the Committee establishes a bonus pool for the Company's
      employees for the year ending December 31, 2010, Mr.
      Campbell will be entitled to receive 1.85% of the Adjusted
      EBITDA of the Company and Mr. Stowell will be entitled to
      receive 1.3% of the Adjusted EBITDA of the Company.
   
A full-text copy of Ken Campbell's 2010 Incentive Compensation
Arrangement is available for free at

               http://ResearchArchives.com/t/s?513d

A full-text copy of Scott Stowell's 2010 Incentive Compensation
Arrangement is available for free at

               http://ResearchArchives.com/t/s?513e

Based in Irvine, California, Standard Pacific Corp. (NYSE: SPF) --
http://www.standardpacifichomes.com/-- one of the nation's
largest homebuilders, has built more than 108,000 homes during its
43-year history.  The Company constructs homes within a wide range
of price and size targeting a broad range of homebuyers.  Standard
Pacific operates in many of the largest housing markets in the
country with operations in major metropolitan areas in California,
Florida, Arizona, the Carolinas, Texas, Colorado and Nevada.  The
Company provides mortgage financing and title services to its
homebuyers through its subsidiaries and joint ventures, Standard
Pacific Mortgage, Inc. and SPH Title.

As of September 30, 2009, the Company had $2.068 billion in total
assets against $1.717 billion in total liabilities.

                           *     *     *

Standard Pacific Corp. carries 'Caa1' long term corporate family
and probability of default ratings from Moody's.  It has a 'CCC+'
issuer credit ratings from Standard & Poor's.  It carries a 'CCC'
long term issuer default rating from Fitch.


STATE OF CALIFORNIA: CRG Tapped on $100MM Debt Restructuring
------------------------------------------------------------
Capital Restructure Group reports it has been retained as the lead
strategist to assist in the restructuring of $100 million in debt
on a $750 million real estate project on California's Central
Coast.

Capital Restructure Group provides consulting services to real
estate investors and developers both in and out of chapter 11
whose real estate debt ranges in size from $1 million to $200
million.  On the Net: http://www.capitalrestructuregroup.com/


TACO DEL MAR: Gets Interim Okay to Use Cash Collateral
------------------------------------------------------
Taco Del Mar Franchising Corp. sought and obtained permission from
the Hon. Thomas T. Glover of the U.S. Bankruptcy Court for the
Western District of Washington to use, on an interim basis, the
cash collateral of Banner Bank and a prior security interest over
Canadian royalties and franchise fees in favor of Regge Egger.

The Debtor has a $450,000 debt outstanding to Banner Bank; and
$100,000 secured debt outstanding to Regge Egger, secured, with an
additional of $50,000 unsecured debt.

George S. Treperinas, Esq., the attorney for the Debtor, explained
that the Debtor needs the money to fund its Chapter 11 case, pay
suppliers and other parties.

In exchange for using the cash collateral, the Debtor proposed to
grant Banner Bank a monthly payment of up to $5,000, as reflected
in the budget, a copy of which is available for free at:

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

The Debtor proposed that the secured creditors be granted security
interests and liens in and to: (a) all proceeds from the
disposition of all or any portion of the prepetition collateral,
(b) all of the Debtor's property in its estate of the same kind,
type and nature as the prepetition collateral that is acquired
after the Petition Date, and (c) all proceeds of the foregoing.
If and to the extent the adequate protection of the interests of
secured creditors in the prepetition collateral granted to TDM
proves insufficient, secured creditors will be entitled to a claim
in the amount of any such insufficiency.

The postpetition security interests will be senior in rank,
priority and right of payment to all other liens on the Debtor's
property in its estate of the same kind, type and nature as the
Prepetition Collateral that is acquired after the Petition Date,
and all proceeds of the foregoing.

Banner Bank objected to the Debtor's request for use of cash
collateral, asking the Court that that the request be conditioned
on monthly payments to Banner Bank of $15,660 per month.  The
Debtor claimed that there was some question as to whether Banner
Bank holds a security interest in the "royalty" payments due from
the franchisees.  According to Banner Bank, the parties have since
agreed that the security interest extends to those fees.  Banner
Bank's security agreement provides an interest in all inventory,
accounts, equipment, franchise fees, furniture and fixtures.
Banner Bank wants that the use of cash collateral be conditioned
upon payments to Banner Bank in an amount no less than the
ordinary monthly payment as had been made prior to maturity.

The Charles and Emma Frye Free Public Art Museum also objected to
the Debtor's request to use cash collateral, as the cash
collateral budget unilaterally reduces the lease payments on the
Debtor's office space.  The Debtor leases 5,294 square feet of
office space from the Frye Art Museum in the Frye Commerce Center.
The monthly lease payment is $7,305.72, but the Debtor's proposed
budget provides for payment of only $1,500.

The Court has set a final hearing for March 1, 2010, at 9:30 a.m.
on the Debtor's request to use cash collateral.

Banner Bank is represented by Hacker & Willig, Inc., P.S.

Frye Art Museum is represented by Riddell Williams P.S.

Founded in Seattle, Washington, in 1992 by brothers James and John
Schmidt, Taco Del Mar is a quick-service casual restaurant chain
inspired by southern Baja, Mexico, and coastal beach shacks known
for serving some of the tastiest burritos and tacos.  Today, Taco
Del Mar operates in more than 225 locations throughout the U.S.,
Canada and Guam.

Taco Del Mar Franchising Corp. filed for Chapter 11 bankruptcy
protection on January 22, 2010 (Bankr. W.D. Wash. Case No. 10-
10528).  Andrew J Liese, Esq., and George S. Treperinas, Esq., at
Karr Tuttle Campbell, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $50,000,001 to $100,000,000 in liabilities.

The Company's affiliate, Conrad & Barry Investments Inc., filed a
separate Chapter 11 petition.


TACO DEL MAR: Section 341(a) Meeting Scheduled for March 3
----------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of creditors
in Taco Del Mar Franchising Corp.'s Chapter 11 case on March 3,
2010, at 9:00 a.m.  The meeting will be held at US Courthouse,
Room 4107, 700 Stewart St, Seattle, WA 98101.

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.

Founded in Seattle, Washington, in 1992 by brothers James and John
Schmidt, Taco Del Mar is a quick-service casual restaurant chain
inspired by southern Baja, Mexico, and coastal beach shacks known
for serving some of the tastiest burritos and tacos.  Today, Taco
Del Mar operates in more than 225 locations throughout the U.S.,
Canada and Guam.

Taco Del Mar Franchising Corp. filed for Chapter 11 bankruptcy
protection on January 22, 2010 (Bankr. W.D. Wash. Case No. 10-
10528).  Andrew J Liese, Esq., and George S. Treperinas, Esq., at
Karr Tuttle Campbell, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $50,000,001 to $100,000,000 in liabilities.

The Company's affiliate, Conrad & Barry Investments Inc., filed a
separate Chapter 11 petition.


TACO DEL MAR: U.S. Trustee Appoints 6 Members to Creditors Panel
----------------------------------------------------------------
Robert D. Miller Jr., the acting U.S. Trustee for Region 18,
appointed six members to the Official Committee of Unsecured
Creditors in Taco Del Mar Franchising Corp.'s Chapter 11 cases.

The Committee members include:

1) Big Ads, Inc., dba R/West
   Attn: Sean Blixseth, President
   1430 SE 3rd Avenue, Third Floor
   Portland, OR 97214
   Tel.: (503) 223-5443
   Fax: (503) 223-5805
   E-mail: seanb@r-west.com

2) The Coca-Cola Company
   Attn: William Kaye
   c/o JLL Consultants Inc.
   31 Rose Lane
   East Rockaway, NY 11518
   Tel.: (516) 374-3705
   Fax: (516) 569-6531
   E-mail: billkaye@jllconsultants.com

3) BullTrend Investments LLC
   Attn: Brad Loyd, General Manager
   238 Cattail Bay
   Windsor, CO 80550
   Tel.: (970) 402-8092
   Fax: (866) 853-3703
   E-mail: brad@bulltrend.com

4) Charles and Emma Frye Free Public Art Museum
   Attn: Alan Cornell, Sr. Vice President
   Nitze-Stagen
   2401 Utah Avenue South, #305
   Seattle, WA 98134
   Tel.: (206) 467-0420
   Fax: (206) 467-0423
   E-mail: alanc@nsco.com

5) James Schmidt
   2615 - 28th Avenue West
   Seattle, WA 98199
   Tel.: (206) 658-5671
   E-mail: jamesconrad2010@gmail.com

6) RNM Lakeville, LP
   Attn: Paul Elmore, President
   c/o RNM Properties
   135 Main Street, Suite 1140
   San Francisco, CA 94105
   Tel.: (415) 356-2000
   Fax: (415) 543-2917
   E-mail: pelmore@rnmproperties.com

Founded in Seattle, Washington, in 1992 by brothers James and John
Schmidt, Taco Del Mar is a quick-service casual restaurant chain
inspired by southern Baja, Mexico, and coastal beach shacks known
for serving some of the tastiest burritos and tacos.  Today, Taco
Del Mar operates in more than 225 locations throughout the U.S.,
Canada and Guam.

Taco Del Mar Franchising Corp. filed for Chapter 11 bankruptcy
protection on January 22, 2010 (Bankr. W.D. Wash. Case No. 10-
10528).  Andrew J Liese, Esq., and George S. Treperinas, Esq., at
Karr Tuttle Campbell, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $50,000,001 to $100,000,000 in liabilities.

The Company's affiliate, Conrad & Barry Investments Inc., filed a
separate Chapter 11 petition.


TH PROPERTIES: Three Companies Bid for Upper Macungie Property
--------------------------------------------------------------
Kelly Martin at The Morning Call reports that three entities
submitted bids for TH Properties Whitfield Estates development in
Upper Macungie.  The Company said it would not divulge the names,
saying the bidding process is confidential.

An auction will be held in Wednesday in Philadelphia, Ms. Martin
says.

Philadelphia-based T.H. Properties, L.P., has 12 working
developments in Pennsylvania and New Jersey.  Timothy Hendricks
and his brother Todd started the firm in 1992.  T.H. Properties
and its affiliates filed for Chapter 11 bankruptcy protection on
April 30, 2009 (Bankr. E.D. Pa. Case No. 09-13201).  Barry E.
Bressler, Esq., at Schnader, Harrison, Segal & Lewis, LLP, and
Natalie D. Ramsey, Esq., at Montgomery McCracken Walker and Rhoads
LLP represent the Debtors in their restructuring efforts.  The
Debtors listed assets between $100 million and $500,000,000, and
debts between $10 million and $50 million.


THORNBURG MORTGAGE: Credit Suisse Buying Servicing Business
-----------------------------------------------------------
Joel I. Sher, the Chapter 11 trustee for TMST Inc., formerly
Thornburg Mortgage Inc., decided that Portfolio Servicing Inc.
made the best offer to buy the mortgage-servicing business under
procedures approved by the bankruptcy judge in December.

According to Bill Rochelle at Bloomberg News, Select Portfolio, an
affiliate of Credit Suisse Group AG, will pay 0.77% of the unpaid
principal balances of the mortgages loans, plus receivables owing
on account of servicing advances. The sale is expected to close by
Feb. 26.

Thornburg was servicing 29 securitizations containing mortgages
with outstanding balances aggregating $11.05 billion when it
applied to the judge for authority to conduct the sale.

A hearing for approval of the sale will be held Feb. 10.

The trustee was appointed after the U.S. Trustee alleged that the
top two officers formed a new company to carry on Thornburg's
business plan and used Thornburg employees to work on their new
venture.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage, Inc., and its four affiliates filed for
Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787).
Thornburg has changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, has been tapped as
counsel.  Orrick, Herrington & Sutcliffe LLP is employed as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., have been tapped as investment
banker and financial advisor.  Protiviti Inc. has also been
engaged for financial advisory services.  KPMG LLP is the tax
consultant.  Epiq Systems, Inc., is claims and noticing agent.  In
its bankruptcy petition, Thornburg listed total assets of
$24,400,000,000 and total debts of $24,700,000,000, as of
January 31, 2009.

On October 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc. and TMST Hedging
Strategies, Inc.


TOUSA INC: 424 Additional Creditors Face Avoidance Suits
--------------------------------------------------------
In separate filings, Tousa Inc. and its units initiated adversary
complaints against another 424 creditors to avoid and recover
preferential transfers of property for the period from January 26
to 29, 2010.

As previously reported, the Debtors filed avoidance actions
against 1,054 creditors for the period from January 19 to 22,
2010.  The Debtors' deadline for the commencement of these types
of avoidance action was through the end of January 2010.

Under the Additional Avoidance Actions, the Debtors continue to
assert that they transferred property to the 424 Creditors within
90 days before the Petition Date or the "Preference Period."

On the Debtors' behalf, Kristopher Aungst, Esq., at Berger
Singerman, P.A., in Miami, Florida, emphasizes that:

  -- each of the 424 Creditors is a "creditor" of the Debtors
     within the meaning of the term under Section 101(10)(A) of
     the Bankruptcy Code at the time of the Transfers, and that
     the Creditors had a right to payment on account of the
     obligations owed to the Creditors by the Debtors at the
     time of the Transfers;

  -- the Transfers were to or for the benefit of the Creditors
     under Section 547(b)(1) of the Bankruptcy Code because the
     Transfers either reduced or fully satisfied a debt then
     owed by the Debtors to the Creditors; and

  -- the Transfers constitute a transfer of an interest of the
     property of the Debtors.

Mr. Aungst, however, contends that the Debtors were insolvent at
all times during the 90 days before the Petition Date and as a
result of the Transfers, the Creditors received more than they
would have received if:

  (i) the Debtors' Chapter 11 cases were proceedings under
      Chapter 7 of the Bankruptcy Code;

(ii) the Transfers had not been made; and

(iii) the Creditors received payment of their claims under the
      provisions of the Bankruptcy Code.

In this light, the Transfers are avoidable pursuant to Section
547(b), Mr. Aungst asserts.  The Creditors, he adds, were the
initial transferees of the Transfers or the immediate or mediate
transferees of the initial transferees or the persons for whose
benefit the Transfers were made.

The Debtors inform the Court that they have sent a letter to each
Creditor demanding the return of the preferential payments made.

Accordingly, by virtue of the Adversary Complaints, the Debtors
ask Judge Olson to:

(a) enter a judgment against the 424 Additional Creditors;

(b) avoid the Transfers pursuant to Section 547, and to the
     extent they are avoided, grant recovery of those transfers
     pursuant to Section 550 of the Bankruptcy Code;

(c) award prejudgment interest at the maximum legal rate
     running from the date of each Transfer to the date of
     judgment in the Adversary Cases; and

(d) order that, in accordance with Section 502(d) and (j) of
     the Bankruptcy Code, any claims held by the 424 Creditors
     or their assignees be disallowed.

             Additional Avoidance Actions Categorized

Pursuant to the Court-sanctioned Adversary Proceedings Protocol
Order, the 424 Additional Adversary Complaints initiated by the
Debtors are classified under Adversary Proceeding Tracks I, II,
III and IV depending on the transfer amounts to be recovered.

Out of the 424 Additional Creditors Defendants, the Debtors
commenced against 173 Creditors adversary complaints classified
under Adversary Proceeding Track I.  Amounts to be recovered by
the Debtors under the Adversary Proceeding Track I ranged from
$25,000 to $50,000.  Among the Creditors sued by the Debtors for
Adversary Proceeding Track I are:

* CIT Technology Financial Services, Inc.
* Network Communications, Inc.
* HSBC Bank USA
* CT Corporation System
* CIT Group-Equipment Financing, Inc.

The Additional Adversary Complaints against 71 Creditors are
classified under Adversary Proceeding Track II.  Amounts to be
recovered by the Debtors under the Adversary Proceedings Track II
range from $50,001 to $250,000.  Among the Creditors sued by the
Debtors under the Adversary Proceedings Track II are:

  * Waste Management of Tenn., Inc.
  * De Lage Landen Financial Services, Inc.
  * G.E. Enterprise, Inc.
  * William Scotsman, Inc.
  * Las Vegas Review-Journal

The Debtors' Adversary Complaints against 107 Creditors are
classified under Adversary Proceeding Track III.  Amounts to be
recovered by the Debtors under the Adversary Proceedings Track
III range from $50,001 to $250,000.  Among the Creditors to be
sued by the Debtors under the Adversary Proceedings Track III
are:

  * General Electric - Nashville
  * GBR Associates, Inc.
  * American Express
  * GE Appliances - San Antonio
  * Clear Channel Broadcasting

The Debtors' Adversary Complaints against 73 Creditors are
categorized under Adversary Proceeding Track IV.  Amounts to be
recovered by the Debtors under Adversary Proceeding Track IV
total more than $250,000.  Among the Creditors sued under the
Adversary Proceeding Track IV category and the corresponding
amounts the Debtors seek to recover are:

Creditor                                  Recovery Sought
--------                                  ---------------
Stock Building Supply, Inc.                   $3,186,469
Bison Brothers Construction, Inc.              1,357,861
The Miami Herald Publishing Co.                  165,040
Residential Design Systems, Inc.                 712,816
Waterproofing Systems                            271,625
Chas. Roberts Air Conditioning, Inc.              23,705
Del-Air Heating & Air                             23,056
84 Lumber Company                                 22,121
Desert Vista, Inc.                                18,963
Earth & Sun Adobe, Inc.                           10,000

The Debtors also filed a complaint against Bison Brothers and
Universal Forest Products Western Division, Inc., seeking to
recover $990,020.  In a separate complaint, the Debtors seek to
recover from Bison Brothers and Alpine Lumber Co., $1,625,890.

The Debtors commenced six adversary proceedings against Stock
Building, seeking to recover $3,186,469 in the aggregate.

Earth & Sun Adobe, Chas. Roberts, and Desert Vista are among
the Debtors' top 49 largest unsecured creditors.

                        About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.


TOUSA INC: Committee's Lawsuit vs. Falcone Entities
---------------------------------------------------
The Official Committee of Unsecured Creditors in Tousa Inc.'s
cases commenced an adversary complaint on January 26, 2010,
against:

(a) Falcone/TEP Holdings, LLC; TEP Holdings, Inc. formerly
     known as Transeastern Properties, Inc.; Arthur J. and
     Edward W. Falcone and 69 other entities who were parties
     to a "TOUSA/Falcone Settlement;" and

(b) Kendall Land Development, LLC and its founder Jose
     Boschetti and Martin Caparros, Jr; Boschetti Capital
     Partners, LLC; Prestige Builders Capital Investments, LLC;
     Sylvia Boschetti; Patricia Caparros, who were parties to a
     "TOUSA/Kendall Settlement."

A list of the parties to the TOUSA/Falcone Settlement is
available for free at:

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

Essentially, the Committee seeks to recover more than
$54 million, which the Falcone Entities and the Kendall Entities
allegedly received in the midst of the crashing credit and
housing market crisis in July 2007, as part of a global
settlement of litigation that arose out of a disastrous business
venture among certain of the Debtors and the Falcone Entities and
Kendall Entities.

                The Transeastern Joint Venture

Jessica S. Budoff, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, relates that Debtor TOUSA Homes LP and Falcone/TEP
Holdings, LLC formerly known as Falcone/Ritchie LLC, formed
TE/TOUSA LLC to acquire substantially all of the homebuilding
assets of Transeastern Properties, Inc. in March 2005.  The
TE/TOUSA entity became known as the "Transeastern Joint Venture."
By August 2005, the Transeastern JV completed its acquisition of
the Transeastern Assets for more than $800 million.

To finance the acquisition, the Transaction JV created four
special purpose subsidiaries -- (1) EH/Transeastern LLC; (2)
TE/TOUSA Senior, LLC; (3) TE/TOUSA Mezzanine LLC, and (4)
TE/TOUSA Mezzanine Two LLC -- for the purpose of obtaining
financing for the acquisition transaction.  Accordingly, three of
the four Transeastern JV Subsidiaries entered into credit
agreements with separate group of lenders, each dated August 1,
2005, totaling $675 million.  Moreover, TOUSA, Inc. and TOUSA
Homes LP provided a $20 million subordinated bridge loan and
TOUSA and the Falcone Entities contributed $165 million in
equity.  As a condition precedent to the Transeastern Credit
Agreements, TOUSA Inc. and TOUSA Homes LP executed three
unsecured completion guaranties and three unsecured executed
carve-out guaranties for each of the credit agreements in favor
of the Transeastern Lenders.

However, by October 2006, the Transeastern JV was put on notice
by certain Falcone Entities on alleged payment defaults on four
option agreements.  The Transeastern JV quickly floundered and by
November 2006, certain lenders sued TOUSA Inc. and TOUSA Homes LP
on account of the $675 million Transeastern Debt, Ms. Budoff
relates.

Specifically, in October and November 2006, the TOUSA Guarantors
received demand letters from Deutsche Bank Trust Company
Americas, requiring payment under the TOUSA Guaranties.  The
TOUSA Guarantors countered this move by filing an action in a
Florida state court in November 2006 against Deutsche Bank,
seeking a declaration that their have not been triggered.  Around
the same time, Deutsche Bank also filed a lawsuit in New York
against the TOUSA Guarantors, asserting claims allegedly arising
out of its rights under the TOUSA Guaranties.

Deutsche Bank was the administrative agent under the Transeastern
Credit Agreements through March 13, 2007.  Deutsche Bank
Securities acted as financial advisor to certain of the TOUSA
Guarantors and Transeastern JV Subsidiaries pursuant to a letter
agreement.  In March 2007, Deutsche Bank Securities filed an
action in New York for claims allegedly arising out of the DB
Letter Agreement.

                The Transeastern Global Settlement

In light of the various lawsuits and defaults, the Debtors
consummated a multi-tiered "global settlement" among TOUSA Inc.,
TOUSA Homes LP, the Falcone Entities, and the Transeastern
Lenders.  Ms. Budoff tells the Court that as part of the
Transeastern Settlement, TOUSA Inc.; TOUSA Homes LP; TOUSA, LLC;
TOI, LLC; the Transeastern JV; and the Falcone Entities entered
into a Settlement and Release Agreement on May 30, 2007:

  (x) by which certain of the Falcone Entities received over $50
      million in exchange for a portion of their assets, and
      additional payments to cover certain costs related to the
      Transeastern JV; and

  (y) by virtue of certain release and obligation transfers, the
      Falcone Entities were released and indemnified from any
      further obligations arising out of the Transeastern JV,
      including their guaranty obligations to the Transeastern
      Lenders, and were promised that the TOUSA Entities would
      continue paying certain costs in connection with winding
      down projects post-settlement.

Similarly, Ms. Budoff continues, pursuant to the Transeastern
Settlement, the TOUSA Entities entered into a settlement and
release agreement on June 29, 2007, with the Kendall Entities.
She notes that under the TOUSA/Kendall Settlement:

  (x) option and construction agreements between the
      Transeastern JV and the Kendall Entities were terminated;

  (y) claims that arose out of the Transeastern JV's real estate
      project known as "Kendall Commons" were settled; and

  (z) the Kendall Entities were paid millions of dollars and
      received "non-cash" transfers in the form of releases and
      other obligations by the TOUSA Entities.

In order to fund the JV Settlements and related Cash Transfers to
the Falcone Entities and the Kendall Entities, TOUSA Inc.,
together with TOUSA Homes LP and the Conveying Subsidiaries,
entered into three secured credit facilities on July 31, 2007.
The Facilities are:

  (1) A Second Amended and Restated Revolving Credit Agreement
      with Citicorp North America, Inc., as administrative
      agent and certain lenders;

  (2) A $200 million first lien term loan facility with
      Citicorp, as administrative agent and certain lenders; and

  (3) A $300 million second lien term loan facility with
      Citicorp as administrative agent and certain lenders.

Ms. Budoff says that the obligations under the Revolving Debt and
First Lien Term Credit Agreement were allegedly secured by first
priority liens on, among others, the property and assets of all
the Debtors.  Similarly, the obligations under the Second Lien
Term Credit Agreement were allegedly secured by a second priority
lien on the Prepetition Collateral.

Against this backdrop, Ms. Budoff argues that the funding for the
Cash Transfers to the Falcone Entities and the Kendall Entities
was made possible -- only because TOUSA Inc. and TOUSA Homes LP
forced certain of their direct and indirect subsidiaries to
become co-borrowers and guarantors under secured credit
facilities with the New Lenders.  She insists that the Conveying
TOUSA Subsidiaries financed the JV Settlements notwithstanding
the fact that those Subsidiaries were not obligated on the
Transeastern Debt; were not involved with the Transeastern JV;
and were not parties to the litigation underlying the
Transeastern Settlement.

The Committee thus alleges that the Conveying TOUSA Subsidiaries
did not benefit from the acquisition of the Transeastern JV
assets from certain of the Falcone Entities, nor did they benefit
from any other consideration that was transferred in connection
with the JV Settlements.  "Indeed, nearly all of the Conveying
TOUSA Subsidiaries received nothing in return for taking on new
debt to fund the JV Settlements, while TOUSA Homes Florida, LP
received assets from the wound-down Transeastern JV that were
encumbered by more liabilities than such assets were worth," Ms.
Budoff contends.  In this light, she stresses, the Debtors did
not receive reasonably equivalent value for the transfers to the
Defendants in connection with the JV Settlements.

The Committee further contends that at the time of the
"Fraudulent Transfers," the Debtors, both individually and on a
consolidated basis, were (i) either insolvent or rendered
insolvent, (ii) left with unreasonably small capital, or (iii)
unable to pay their debts as the debts became due.

Moreover, Falcone Entities Century Communications of Florida Inc.
and WI 825 Partners LLC filed proofs of claim in May 2008,
aggregating $591,000, on account of obligations owed by the TOUSA
Entities under the TOUSA/Falcone Settlement.  Ms. Budoff asserts
that the Claims arose out of the transfers made in connection
with release and obligation transfers made by the Debtors to the
Falcone Entities under the TOUSA/Falcone Settlement.  "Those
transfers should be avoided," she maintains.  Absent the
Fraudulent Transfers, the Claimants do not have a valid basis for
the Claims, Ms. Budoff asserts.

Accordingly, the Committee asks the Court to enter an order:

  (a) avoiding and granting recovery of all Cash Transfers, and
      any other payment amounts, to the Falcone Entities and the
      Kendall Entities in connection with the JV Settlements
      pursuant to Sections 544, 548, 550 of the Bankruptcy Code,
      Sections 273, 274, 275 and 278 of the New York Debtor and
      Creditor Law, and Sections 726.105 and 726.108 of the
      Florida Statutes;

  (b) avoiding all Release and Obligation Transfers, and any
      other non-cash transfers, made in favor of the Falcone
      Entities and the Kendall Entities in connection with the
      JV Settlements pursuant to Sections 544(b) and 550 of the
      Bankruptcy Code, Sections 726.105, 726.106 and 726.108 of
      the Florida Statutes, and Sections 273, 274, 275, and 278
      of the New York Debtor and Creditor Law;

  (c) disallowing the claims of Century Communications and WI
      825 Partners, and any other prepetition claim held by any
      of the Falcone Entities and Kendall Entities based on
      obligations set forth in the JV Settlements in their
      entirety, or in the alternative, pursuant to Section
      502(d) of the Bankruptcy Code, disallowing the Claims
      until the Claimants have repaid any transferred property
      they may have received; and

  (d) granting other and further relief, including to the extent
      warranted, equitable subordination, as the Court deems
      just, proper and equitable, including the fees and
      expenses of the Committee's lawsuit.

In a related request, the Committee sought and obtained the
Court's authority to serve the Falcone Entities and the Kendall
Entities with an unredacted version of the Complaint.

Ms. Budoff told the Court that on January 26, 2010, the Committee
notified all counsel to the parties to a Stipulated Protective
Order dated August 12, 2008, by electronic mail that absent any
objection, the Committee intended to serve the Falcone Entities
and the Kendall Entities with an unredacted version of the
Complaint.  None of the parties, including the Debtors, objected
to service of the unredacted Complaint.

                        About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.


TOUSA INC: Mediators for Adversary Proceedings Designated
---------------------------------------------------------
The Bankruptcy Court has entered an order designating the
mediators that will conduct mandatory mediations in the avoidance
actions and preferential and fraudulent actions Tousa Inc. and its
units filed or intend to file against certain creditors.

The mediators contemplated to conduct the mandatory mediations
for the Debtors' Adversary Proceedings are:

  Mr. Peter L. Borowitz, Esq.
  Debovoise & Plimpton LLP
  919 Third Avenue
  New York 10022
  Mobile: (914) 720-1217
  Fax: (212) 521-7525
  E-mail: plborowitz@debovoise.com

  Mr. Francis L. Carter Esq.
  Katz Barron Squitero Faust & Berman, P.A.
  2699 South Bayshore Drive, 7th Floor
  Miami, Florida 33133
  Phone: (305) 856-2444
  Mobile: (305) 776-9143
  Fax: (305) 285-9227
  E-mail: flc@katzbarron.com

  Mr. David H. Lichter Esq.
  Higer Lichter & Givner LLP
  2999 NE 191st Street, Suite 709
  Aventura, Florida 33180-3116
  Phone: (305) 933-9970
  Fax: (305) 933-0998
  E-mail: DLichter@HLGLawyers.com

  Mr. Herbert Stettin
  Herbert Stettin P.A.
  One Biscayne Tower
  Two South Biscayne Boulevard, Suite 3700
  Miami, Florida 33131
  Phone: (786) 493-5734
  Mobile: (786) 493-5734
  Fax: (305) 349-7261
  E-mail: hmstettin@bellsouth.net

The Mediators will be assigned, in alphabetical order by last
name, by the last two digits of the Adversary Proceeding case
number, the Court ruled.  Specifically:

  * Mr. Borowitz will be assigned to all Adversary Proceedings
    with case numbers ending in 00 through 24;

  * Mr. Carter to all Adversary Proceedings with case numbers
    ending in 25-50;

  * Mr. Lichter to all Adversary Proceedings with case numbers
    ending in 51-75; and

  * Mr. Stettin to all Adversary Proceedings with case numbers
    ending in 76-99.

In the event any mediator is unable or unwilling to serve in any
Adversary Proceeding assigned to him, the next mediator in
alphabetic order will be assigned to mediate that Adversary
Proceeding, Judge Olson held.  In the event any two or more of
the Adversary Proceedings are consolidated into a single case,
for purposes of trial or otherwise, the mediator assigned to the
first sequential Adversary Proceeding will be assigned, the Court
added.

                        About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.


UNIFI INC: Earns $2.0 Million for December Quarter
--------------------------------------------------
Unifi Inc. reported net income of $2.0 million for the second
quarter of fiscal 2010 compared to a net loss of $9.1 million for
the prior year quarter.

The company said it has $485.9 million in total assets,
$47.9 million in total current liabilities, $181.7 million in
long-term debt and other liabilities, and $371,000 deferred income
taxes, resulting to a stockholders' equity of $255.9 million for
quarter ended Dec. 27, 2009.

The Company's Net sales for the quarter increased $16.5 million or
13.1% to $142.3 million, and reflect the combined impact of
improvements in retail sales across the Company's primary end-use
segments and increases in market share.  The Company is also
reporting adjusted earnings before interest, taxes, depreciation
and amortization of $13.3 million for the current quarter compared
to $2.1 million of Adjusted EBITDA for the prior year quarter.
Quarter over prior year quarter highlights include:

   * Gross profit increased $15 million and gross margin improved
     to 12.2%;

   * Adjusted EBITDA improved by $11.2 million;

   * The Company's share of earnings from its equity affiliates
     improved by $1.4 million; and

   * UTSC, the Company's wholly-owned subsidiary in China, reached
     profitability in the quarter.

For the first half of the 2010 fiscal year, the Company is
reporting net income of $4.4 million or $0.07 per share compared
to a net loss of $9.7 million or $0.16 per share for the prior
year period.  Although net sales for the first half of the fiscal
year decreased $9.6 million or 3.3% to $285.1 million, Adjusted
EBITDA increased to $28.4 million compared to $16.0 million for
the first six months of fiscal 2009.  Results for the quarter and
the first half of the fiscal year were positively impacted by a
$1 million reduction in the Company's bad debt provision.

"I am very pleased with our overall results for the first half
of the fiscal year, in which we maintained profitability and
generated $12 million more Adjusted EBITDA compared to the prior
year period, as we have adapted our business model to the post-
recession reality," said Bill Jasper, President and CEO of Unifi.
"With the gradual improvement of the economy, we are encouraged by
the demand levels we are seeing and the resurgence in the number
of development programs using our premium value-added yarns,
particularly our REPREVE recycled product.  In addition, progress
continues on our Central American operation, and we expect to
begin shipping locally-produced yarn in Central America during the
June quarter."

Cash-on-hand at the end of the December quarter was $54.4 million,
which represents a decrease of $1.3 million from the end of the
September quarter, but an increase of $42 million over the last
twelve months.  Total cash and cash equivalents at the end of the
December quarter, including restricted cash, were $58.1 million
and total long-term debt was $183.4 million.

Ron Smith, Chief Financial Officer for Unifi, said, "compared to a
year ago, the Company's substantial margin improvement was driven
by significantly better volumes, resulting in higher utilization
rates, as well as the Company's continuous improvement efforts
focused on quality, operating efficiencies and cost structures.
We do see an upward trend in polyester raw material costs over the
next two quarters, which may put some pressure on margins, but we
are optimistic as a result of the improving demand and our ability
to recover such cost increases over the long-run."

A full-text copy of the company's second quarter results is
available for free at http://ResearchArchives.com/t/s?5114

                          About Unifi

Unifi, Inc. (NYSE: UFI) -- http://www.unifi.com/and
http://www.repreve.com/-- is a diversified producer and processor
of multi-filament polyester and nylon textured yarns and related
raw materials.  The Company adds value to the supply chain and
enhances consumer demand for its products through the development
and introduction of branded yarns that provide unique performance,
comfort and aesthetic advantages.  Key Unifi brands include, but
are not limited to: AIO(R) - all-in-one performance yarns,
SORBTEK(R), A.M.Y.(R), MYNX(R) UV, REPREVE(R), REFLEXX(R),
MICROVISTA(R) and SATURA(R). Unifi's yarns and brands are readily
found in home furnishings, apparel, legwear, and sewing thread, as
well as industrial, automotive, military, and medical
applications.

As reported by the Troubled Company Reporter on November 20, 2009,
Moody's Investors Service revised Unifi, Inc.'s ratings outlook to
stable from negative.  Moody's affirmed the company's Caa1
Corporate Family and Probability of Default Ratings, and the Caa2
rating on its senior secured notes due 2014.


UNISYS CORP: December 31 Balance Sheet Upside-Down by $1.27-Bil.
----------------------------------------------------------------
Unisys Corporation said it has $2.95 billion in total assets,
$1.39 billion in total liabilities, 845.9 million in long-term
debt, $1.64 billion in long-term postretirement liabilities,
$347.3 million in commitments and contingencies resulting to a
$1.27 billion stockholders' deficit for fourth quarter ended
Dec. 1, 2009.

The company reported fourth-quarter 2009 net income of
$114.5 million, or $2.64 per diluted share.  This compared with a
fourth-quarter 2008 net loss of $58.0 million, or a loss of $1.59
per diluted share, which included a $99.0 million pretax cost-
reduction charge.  Revenue in the quarter declined 5 percent to
$1.21 billion compared with revenue of $1.28 billion in the year-
ago quarter.  Foreign exchange rates had an approximately 5
percentage-point positive impact on revenue in the quarter.

For the full year of 2009, Unisys reported net income of $189.3
million, or $4.75 per diluted share.  This compared with a full-
year 2008 net loss of $130.1 million, or a loss of $3.62 per
diluted share, which included $103.1 million of pretax cost-
reduction charges. Revenue in 2009 declined 12 percent to $4.60
billion compared with revenue of $5.23 billion in 2008.  Foreign
currency fluctuations had an approximately 4 percentage-point
negative impact on revenue for the full year.

"This was a year of significant progress for Unisys," said Unisys
Chairman and CEO Ed Coleman.  "I am pleased by the way our team
rose to the challenge and executed against the priorities of our
turnaround program in 2009.  We did this work in a difficult
economic environment, and we saw the fruits of our efforts
in our results over the past three quarters.  Our fourth-quarter
profitability and cash flow were particularly strong, driven by a
more cost-efficient services business and strong sales of
ClearPath systems.

"The Unisys turnaround is not complete by any measure," Mr.
Coleman said.  "While we've taken positive first steps, our goal
is to become a consistently and predictably profitable company
that generates free cash flow and delivers outstanding customer
service in our targeted areas of security; data center
transformation, including our server business; end user
outsourcing; and application modernization.  In 2010 we will focus
on continuing to execute against our priorities of concentrating
our resources more effectively, sharpening the value propositions
for our offerings, improving the cost efficiency of our labor
model, and simplifying our operations to reduce overhead."

A full-text copy of the company's financial results is available
for free at http://ResearchArchives.com/t/s?511c

                           About Unisys

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.


US AIRWAYS: Blackrock Discloses 6.52% Equity Stake
--------------------------------------------------
BlackRock, Inc., disclosed with the U.S. Securities and Exchange
Commission, on January 29, 2009, that it beneficially owns
10,501,852 shares of US Airways Group Inc SHS representing 6.52%
of shares outstanding.

As of October 16, 2009, there were approximately 161,102,717
shares of US Airways Group, Inc. common stock outstanding.

As previously announced, BlackRock completed on December 1, 2009,
its acquisition of Barclays Global Investors from Barclays Bank
PLC.  As a result, substantially all of the BGI Entities are now
included as subsidiaries of Blackrock for the purposes of
Schedule 13G filings.

                        About US Airways

US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Europe, the Middle East, the
Caribbean and Latin America.  The airline employs more than 33,000
aviation professionals worldwide and is a member of the Star
Alliance network, which offers its customers more than 17,000
daily flights to 916 destinations in 160 countries worldwide.  And
for the eleventh consecutive year, the airline received a Diamond
Award for maintenance training excellence from the Federal
Aviation Administration (FAA) for its Charlotte, North Carolina
hub line maintenance facility.  For more company information,
visit http://www.usairways.com/

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As of June 30, 2009, reorganized US Airways had total assets of
$7,858,000,000 against debts of $8,194,000,000, for a
stockholders' deficit of $336,000,000.

In February, Moody's Investors Service affirmed the 'Caa1'
Corporate Family and Probability of Default ratings of US Airways
Group, Inc., and the SGL-4 Speculative Grade Liquidity rating.

US Airways Group carries a 'CCC' issuer default rating from Fitch.


VISTEON CORP: Ernst & Young Charges $2.67MM for Sept.-Nov.
----------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, more
professionals of Visteon Corp. filed their interim fee
applications:

Professional              Period          Fees       Expenses
------------             ---------     ----------   ----------
Ernst & Young LP         09/01/09-
                         11/30/09      $2,665,228    $137,869

Accretive Solutions-     11/30/09-
Detroit, Inc.            12/27/09          99,357           0

PricewaterhouseCoopers   06/17/09-
LLP                      07/31/09       1,404,009       6,552

Ernst & Young provides valuation services to the Debtors.
Accretive Solutions-Detroit is the Debtors' tax consultants.
Kirkland & Ellis serves as the Debtors' counsel.  PwC is the
Debtors' tax advisors.  Pachulski is the Debtors' co-counsel.

Ashby & Geddes and Brown Rudnick serve as the Committee's
counsel.

                        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: Liquidity Solutions Buys Claims
---------------------------------------------
In separate filings, creditors of Visteon Corp. or its units
notified the Court, on January 22, 2010, that they intend to
transfer each of their claims to Liquidity Solutions, Inc.  The
Creditors are:

Transferor                         Claim No.   Claim Amount
----------                         ---------   ------------
Washington Penn Plastics Co Inc.     2514         $33,293
Washington Penn Plastics Co Inc.     2826          33,293
ATF Inc                              1822          26,889
ATF Inc                              2014           6,294
Novelis Corporation                  1962         676,552

                        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: To Lay Off 15 More Workers at ACH Facility
--------------------------------------------------------
Visteon Corp. is permanently terminating another 15 workers at a
facility leased by its subsidiary, Automotive Components Holdings
LLC, in Indianapolis, Indiana, Inside Indiana Business related in
a January 28, 2010 report.

The 15 workers to be laid off are in addition to the 187 job cuts
Visteon previously announced it is planning to take, starting
January 29, 2010, at the ACH Plant.

The Company noted it has informed ACH of the planned plant
closure.  The specific date of closure, however, has not been
made known, according to Inside Indiana Business.

The affected Visteon workers are expected to be jobless by
March 31, 2010, the news source noted.

                        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: Retirees to Appeal Termination of Benefits
--------------------------------------------------------
Randall Chase at The Associated Press Business Writer reports that
attorneys for retired Visteon workers are taking an appeal from
the Bankruptcy Court's order allowing the Debtors to terminate
their health and life insurance benefits.  Mr. Chase reports a
notice of appeal was filed Thursday in federal court in Delaware,
and the case will now be referred for mediation.

According to AP, attorneys for retired union workers question
whether the order was proper, given that Visteon did not first
negotiate with them, and that the Bankruptcy Court did not
consider whether Visteon made a significant showing that the
benefits were not vested.

AP relates Visteon has said the benefits for some 8,000 retirees
represented a $310 million liability and a significant obstacle to
a successful reorganization.

                        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)


WALKING COMPANY: Withdraws Bid to Close 40 Additional Stores
------------------------------------------------------------
The Walking Company and its debtor-affiliates have withdrawn,
without prejudice, a request to (i) establish "Post-Holiday" Store
Closing Procedures and (ii) initiate additional store closing
sales.

In mid-January, the Debtors identified 40 additional stores for
possible closure.

When they filed for bankruptcy, the Debtors operated 210 stores in
malls across the nation.  As part of its right-sizing strategy,
the Debtors initially identified 90 underperforming stores.

The Debtors said the additional 40 locations have either
operations that are either unprofitable or only marginally
profitable.

On January 21, the Debtors obtained permission to reject leases
associated with 17 stores.  On January 26, the Debtors identified
another real property lease for rejection.  The Debtors said the
disposition of their remaining leases and executory contracts is
addressed pursuant to the Chapter 11 plan they filed last week.

                  About The Walking Company

The Walking Company Holdings, Inc., consists of its The Walking
Company and Big Dogs subsidiaries.  The Walking Company is a
leading independent specialty retailer of high-quality,
technically designed comfort footwear and accessories that
features premium brands such as ECCO, Dansko, UGG Australia, MBT
and Aetrex, among many others.  These products have particular
appeal to one of the largest and most rapidly growing demographics
in the nation.  The Walking Company operates over 210 stores in
premium malls across the nation. Big Dogs develops, markets and
retails a branded, lifestyle collection of unique, high-quality,
popular-priced consumer products, including active wear, casual
sportswear, accessories and gifts.

The Walking Company and affiliates Big Dog USA, Inc., and The
Walking Company Holdings Inc., filed for Chapter 11 bankruptcy
protection on December 7, 2009 (Bankr. C.D. Calif. Lead Case No.
09-15138).  Arent Fox LLP serves as the Debtors' Reorganization
Counsel.  Clear Thinking Group acts as the Debtors' Financial
Advisors.  Kurtzman Carson Consultants serves as Claims Agent.

The United States Trustee has appointed Deckers Outdoor Corp.; Ken
Atchinson; Simon Property Group; General Growth Properties, Inc.;
Dansko, LLC; Ecco USA Inc.; UPS; Aetrex Worldwide Inc.; and
MBT-Masai USA Corp. as members of the Official Committee of
Unsecured Creditors.  Pachulski Stang Zhiel & Jones serves as
counsel to the Committee.  BDO Seidman, LLP acts as the
Committee's Financial Advisor.

The Walking Company listed $100,000,001 to $500,000,000 in assets
and $50,000,001 to $100,000,000 in liabilities.


WALKING COMPANY: IP Suit on "It's Five O'Clock Somewhere!" Stayed
-----------------------------------------------------------------
Rachel Feintzeig at Dow Jones Daily Bankruptcy Review reported
that The Trademark Trial and Appeal Board of the United States
Patent and Trademark Office on January 20, 2010, approved the
request of The Walking Company to stay proceedings related to
Margaritaville Enterprises, LLC's opposition to the Company's
application to trademark the phrase "It's Five O'Clock Somewhere!"

Margaritaville Enterprises filed Opposition No. 91186184 against
App. Ser. No. 78979408 in classes 16, 24, and 25 for the mark IT'S
FIVE O'CLOCK SOMEWHERE! owned by The Walking Company Holdings,
Inc. Margaritaville Enterprises has filed Opposition No. 91186185
against App. Ser. No. 78453043 in Class 043 for the mark IT'S FIVE
O'CLOCK SOMEWHERE! owned by The Walking Company Holdings, Inc.
Both proceedings are currently pending before the Board.  The two
proceedings have been consolidated into one proceeding.

In a Notice of Opposition filed with the Board in September 2009,
artist Jimmy Buffett, owner of Margaritaville, said that after the
release of his song "It's Five O'Clock Somewhere," Margaritaville
began commercializing the phrase "IT'S FIVE O'CLOCK SOMEWHERE" as
a trademark.  As early as December 2003, Mr. Buffett said
Margaritaville began selling "IT'S FIVE O'CLOCK SOMEWHERE"-branded
shirts, beverages, glassware, and decorative magnets.
Margaritaville has continuously used the mark.  Mr. Buffett said
Margaritaville's "IT'S FIVE O'CLOCK SOMEWHERE" mark is virtually
identical to Walking Company's proposed "IT'S FIVE O'CLOCK
SOMEWHERE!" mark in "sight, sound, meaning and commercial
impression."  The only difference is Walking Company's addition of
an exclamation point at the end of the mark.

Mr. Buffett is represented in the IP suit by Jeffrey M. Smith,
Esq., Kristen L. Francher, Esq., and Joel R. Feldman, Esq., at
Greenberg Traurig LLP in Atlanta, Georgia.

                  About The Walking Company

The Walking Company Holdings, Inc., consists of its The Walking
Company and Big Dogs subsidiaries.  The Walking Company is a
leading independent specialty retailer of high-quality,
technically designed comfort footwear and accessories that
features premium brands such as ECCO, Dansko, UGG Australia, MBT
and Aetrex, among many others.  These products have particular
appeal to one of the largest and most rapidly growing demographics
in the nation.  The Walking Company operates over 210 stores in
premium malls across the nation. Big Dogs develops, markets and
retails a branded, lifestyle collection of unique, high-quality,
popular-priced consumer products, including active wear, casual
sportswear, accessories and gifts.

The Walking Company and affiliates Big Dog USA, Inc., and The
Walking Company Holdings Inc., filed for Chapter 11 bankruptcy
protection on December 7, 2009 (Bankr. C.D. Calif. Lead Case No.
09-15138).  Arent Fox LLP serves as the Debtors' Reorganization
Counsel.  Clear Thinking Group acts as the Debtors' Financial
Advisors.  Kurtzman Carson Consultants serves as Claims Agent.

The United States Trustee has appointed Deckers Outdoor Corp.; Ken
Atchinson; Simon Property Group; General Growth Properties, Inc.;
Dansko, LLC; Ecco USA Inc.; UPS; Aetrex Worldwide Inc.; and
MBT-Masai USA Corp. as members of the Official Committee of
Unsecured Creditors.  Pachulski Stang Zhiel & Jones serves as
counsel to the Committee.  BDO Seidman, LLP acts as the
Committee's Financial Advisor.

The Walking Company listed $100,000,001 to $500,000,000 in assets
and $50,000,001 to $100,000,000 in liabilities.


WALKING COMPANY: Proposes to Set March 3 as Claims Bar Date
-----------------------------------------------------------
The Walking Company and its debtor-affiliates have asked Judge
Robin L. Riblet of the U.S. Bankruptcy Court for the Central
District of California, in Santa Barbara, to establish March 3,
2010, as the deadline for creditors holding pre-bankruptcy claims
to file proofs of claim in the Debtors' cases.

The Walking Company Holdings, Inc., consists of its The Walking
Company and Big Dogs subsidiaries.  The Walking Company is a
leading independent specialty retailer of high-quality,
technically designed comfort footwear and accessories that
features premium brands such as ECCO, Dansko, UGG Australia, MBT
and Aetrex, among many others.  These products have particular
appeal to one of the largest and most rapidly growing demographics
in the nation.  The Walking Company operates over 210 stores in
premium malls across the nation. Big Dogs develops, markets and
retails a branded, lifestyle collection of unique, high-quality,
popular-priced consumer products, including active wear, casual
sportswear, accessories and gifts.

The Walking Company and affiliates Big Dog USA, Inc., and The
Walking Company Holdings Inc., filed for Chapter 11 bankruptcy
protection on December 7, 2009 (Bankr. C.D. Calif. Lead Case No.
09-15138).  Arent Fox LLP serves as the Debtors' Reorganization
Counsel.  Clear Thinking Group acts as the Debtors' Financial
Advisors.  Kurtzman Carson Consultants serves as Claims Agent.

The United States Trustee has appointed Deckers Outdoor Corp.; Ken
Atchinson; Simon Property Group; General Growth Properties, Inc.;
Dansko, LLC; Ecco USA Inc.; UPS; Aetrex Worldwide Inc.; and
MBT-Masai USA Corp. as members of the Official Committee of
Unsecured Creditors.  Pachulski Stang Zhiel & Jones serves as
counsel to the Committee.  BDO Seidman, LLP acts as the
Committee's Financial Advisor.

The Walking Company listed $100,000,001 to $500,000,000 in assets
and $50,000,001 to $100,000,000 in liabilities.


WALKING COMPANY: Status Conference and Disclosure Statement Set
---------------------------------------------------------------
Judge Robin L. Riblet of the U.S. Bankruptcy Court for the Central
District of California, in Santa Barbara, will hold a hearing on
March 12, 2010, at 1:00 p.m., to consider the adequacy of the
disclosure statement explaining The Walking Company Holdings,
Inc., and its debtor-affiliates' Original Joint Chapter 11 Plan.

Judge Riblet will hold a status conference in the Debtors' cases
on February 10 at 2:00 p.m.

As reported by the Troubled Company Reporter on February 4, 2010,
the Debtors filed a reorganization plan under which the company
intends to keep 207 of its 214 current store locations open, and
pay off all of its debts and future obligations to trade
creditors.

According to Reuters, the Company said it had negotiated new lease
agreements with landlords of about 90 of its 210 stores and that
the move will generate annual cost savings of about $3 million,
report says.

The Company said it has obtained a commitment from an investor
group led by Richard Kayne of Kayne Anderson Capital Advisors LP
to invest $10 million to recapitalize the company, report adds.
Wells Fargo Retail Finance has agreed to provide $30 million as
exit financing.

The Plan proposes to satisfy all of the prepetition obligations of
the Debtors, with the exception only of certain voluntary
discounts agreed to by holders of secured notes and the possible
impairment of the Holding company's Existing Common Stock pursuant
to terms of an Investor Commitment Letter.  In light of a new
$30 million credit, the Plan calls for payment in full on the
$25.7 million in first-lien debt.  Secured noteholders with
$20.2 million in claims will receive a new $19.5 million note plus
more than $420,000 in cash.  Unsecured creditors will be paid in
full.

The Debtors believe that the Plan provides the greatest and
earliest possible recoveries to creditors and stockholders, that
confirmation of the Plan is in the best interest of all parties-
in-interest, and that any alternative would result in further
delay, uncertainty, and expense to the Estates.

A full-text copy of the Chapter 11 Plan is available at no charge
at http://bankrupt.com/misc/TWCCh11Plan.pdf

A full-text copy of the Disclosure Statement is available at no
charge at http://bankrupt.com/misc/TWCDisclosureStatement.pdf

A full-text copy of the Chapter 11 Status Report is available at
no charge at http://bankrupt.com/misc/TWCStatusReport.pdf

                  About The Walking Company

The Walking Company Holdings, Inc., consists of its The Walking
Company and Big Dogs subsidiaries.  The Walking Company is a
leading independent specialty retailer of high-quality,
technically designed comfort footwear and accessories that
features premium brands such as ECCO, Dansko, UGG Australia, MBT
and Aetrex, among many others.  These products have particular
appeal to one of the largest and most rapidly growing demographics
in the nation.  The Walking Company operates over 210 stores in
premium malls across the nation. Big Dogs develops, markets and
retails a branded, lifestyle collection of unique, high-quality,
popular-priced consumer products, including active wear, casual
sportswear, accessories and gifts.

The Walking Company and affiliates Big Dog USA, Inc., and The
Walking Company Holdings Inc., filed for Chapter 11 bankruptcy
protection on December 7, 2009 (Bankr. C.D. Calif. Lead Case No.
09-15138).  Arent Fox LLP serves as the Debtors' Reorganization
Counsel.  Clear Thinking Group acts as the Debtors' Financial
Advisors.  Kurtzman Carson Consultants serves as Claims Agent.

The United States Trustee has appointed Deckers Outdoor Corp.; Ken
Atchinson; Simon Property Group; General Growth Properties, Inc.;
Dansko, LLC; Ecco USA Inc.; UPS; Aetrex Worldwide Inc.; and
MBT-Masai USA Corp. as members of the Official Committee of
Unsecured Creditors.  Pachulski Stang Zhiel & Jones serves as
counsel to the Committee.  BDO Seidman, LLP acts as the
Committee's Financial Advisor.

The Walking Company listed $100,000,001 to $500,000,000 in assets
and $50,000,001 to $100,000,000 in liabilities.


WEST FELICIANA: Updated Case Summary & Creditors List
-----------------------------------------------------
Debtor: West Feliciana Acquisition, LLC
        2105 LA Hwy 964
        Saint Francisville, LA 70775

Bankruptcy Case No.: 10-10053

Chapter 11 Petition Date: January 17, 2010

Court: United States Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

About the Business:

Debtors' Counsel: Louis M. Phillips, Esq.
                  One American Place
                  301 Main Street, Suite 1600
                  Baton Rouge, LA 70801
                  Tel: (225) 381-9643
                  Fax: (225) 336-9763
                  Email: lphillips@gordonarata.com

Estimated Assets: $50,000,001 to $100,000,000

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

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

             http://bankrupt.com/misc/lamb10-10053.pdf

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
ASTENJOHNSON               Trade                  $297,039
PO Box 751985
Charlotte, NC 28275-1985

Automatic Handling Intl    Trade                  $96,118

Batson Lumber Co LLC       Trade                  $95,417

Chemstone Inc.             Trade                  $110,140

E I DU Pont De Nemours     Trade                  $122,983
and Co

Entergy                    Trade                  $1,742,440
PO Box 8103
Baton Rouge, LA 70891-8103

Environmental Business     Trade                  $79,688
Specialists LLC

Falco Lime                 Trade                  $117,698

Gloster Chips Inc.         Trade                  $110,754

Hercules                   Trade                  $644,348
PO Box 932575
Atlanta, GA 31193-2575

Johnson Controls           Trade                  $82,214

Johnson Foils              Trade                  $241,488

Lofton Staffing Services   Trade                  $202,527

Lorentzen & Wettre USA     Trade                  $98,871
Inc.

Paperchine, Inc.           Trade                  $130,293

Plum Creek Marketing       Trade                  $189,722

Roco Rescue Inc            Trade                  $91,680

TDC LLC US                 Trade                  $230,913

Terre Management Company   Trade                  $82,527
LLC

Turner Industries Group    Trade                  $197,074
LLC

The petition was signed by F. Allen Byrd, the company's chief
executive officer.


WHITE ENERGY: Lenders Oppose Alternate Owner Plan
-------------------------------------------------
Bill Rochelle at Bloomberg News reported that White Energy Inc.
may be faced with a competing reorganization proposal, even though
there is a March 4 hearing for approval of the plan largely
negotiated before the Chapter 11 filing in May.

White Energy's plan is designed to give secured lenders owed $308
million almost all of the new stock.

According to the report, White Energy's owner, Columbus Nova
Ethanol Holdings LLC, was able to file a competing plan because
the bankruptcy judge in December terminated the Company's
exclusive right to propose a reorganization.  The agent for the
lenders, WestLB AG, New York Branch, believes there is no reason
to permit the owner's plan to go to creditors for a vote.
Although the Columbus Nova plan would allow the owner to retain
control by investing a fresh $35 million, WestLB says the owners
have demonstrated no ability to raise the funding.  They also say
the plan is a non-starter because the secured lenders vow to vote
"no."  While the owner's plan says it would pay the lenders'
$307 million of claims in full, WestLB opposes the terms of the
$260 million note that would represent part of the lenders'
recovery.

The official creditors' committee is also opposed to approval of
the owner's disclosure statement without changes.

                        About White Energy

Headquartered in Dallas, Texas, White Energy, Inc. --
http://www.white-energy.com/-- owns three ethanol plants.  White
Energy's plants have a combined capacity of producing 240 million
gallons of ethanol a year, making it one of the 10 largest ethanol
producers in the U.S. and the second-largest gluten maker.  Two
plants are in Texas with the third in Kansas.  White spent
$323 million building the plants in Texas.

The Company and its debtor-affiliates filed for Chapter 11 on
May 7, 2009 (Bankr. D. Del. Lead Case No. 09-11601).  Michael R.
Lastowski, Esq., at Duane Morris LLP, represents the Debtors in
their restructuring efforts.  The Debtors tapped The Garden City
Group Inc. as claims agent.  On the petition date, White Energy
disclosed assets and debts ranging from $100 million to
$500 million.


W.R. GRACE: Blackrock Discloses 5.15% Equity Stake
--------------------------------------------------
BlackRock, Inc., in a Schedule 13G filed with the U.S. Securities
and Exchange Commission disclosed that, as of January 20, 2010, it
owns 3,719,146 shares of W.R. Grace & Co. common stock or 5.15% of
the 72,236,518 shares outstanding as of October 31, 2009.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura

Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


* Geithner Says U.S. Will 'Never' Lose Aaa Debt Rating
----------------------------------------------------
Bloomberg News reports that Treasury Secretary Timothy F. Geithner
said an ABC News interview that the U.S. is in no danger of losing
its 'Aaa' debt rating even though the Obama
administration has predicted a $1.6 trillion budget deficit in
2010.  "Absolutely not," Mr. Geithner said, when asked whether a
downgrade is a concern.  "That will never happen to this country."
Mr. Geithner said investors around the world turn to U.S. Treasury
securities and dollar-denominated assets whenever they are worried
about global stability.  That reflects "basic
confidence" in the U.S. and its ability to bounce back from the
global recession, he said.  Moody's Investors Service Inc. last
week said the U.S. government's bond rating will come under
pressure in the future unless additional measures are taken to
reduce budget deficits projected for the next decade.


* Moody's Predicts 3.3% Junk Default Rate in December
-----------------------------------------------------
The start of 2010 saw speculative-grade liquidity trends
continuing to improve with another monthly drop in Moody's
Liquidity-Stress Index, hinting that corporate liquidity needs
through the early part of 2011 are being addressed, said Moody's
Investors Service its latest "SGL Monitor Flash" report.

The percentage of corporate issuers with the weakest liquidity
ratings fell to just 7.7% of all SGL-rated companies in January
2010, following a steady, 11-month decrease from the March 2009's
record level of 20.9%.  January's percentage of SGL-4 issuers also
marks the Liquidity-Stress Index's lowest level since November
2007.

"The latest drop in the Liquidity-Stress Index suggests that
issuers are being proactive about addressing maturities through
the beginning of next year, as the corporate sector continues to
tackle a growing mountain of refinancing needs through 2014," said
John Puchalla, Moody's Vice President -- Senior Analyst.

Nearly all of the nine SGL upgrades during January reflected two
broad themes for the speculative-grade issuers, the report said:
their continued access to credit markets, which has allowed
companies to refinance maturities, and has provided more covenant
cushion; and their strong cash reserves and free cash flow
projections. There was only one SGL downgrade in January 2010.

The drop in the Liquidity-Stress Index suggests the long-awaited
decline in the default rate expected during 2010 is unlikely to
reverse course in early 2011. Moody's predicts that the default
rate for all speculative-grade non-financial corporate issuers
will drop from 12.5% at the end of December 2009 to just 3.3% at
the end of December 2010.

Moody's has published a monthly SGL Monitor since 2002 and now
publishes the SGL Monitor Flash at the beginning of every month to
provide investors with a first look at the latest liquidity data.
The next SGL Monitor will be published later this month. The SGL
Monitor is available at http://www.moodys.com/sglmonitorand
detailed information about SGL ratings is available at
http://www.moodys.com/sgl


* P/E Firms to Liquidate Funds Created During Financial Crisis
--------------------------------------------------------------
Pierre Paulden and Saijel Kishan at Bloomberg News report that
BlueMountain Capital Management LLC is among firms that are
liquidating funds raised during the financial crisis to buy debt
at depressed prices as they see gains moderating after last year's
record market rally.

According to the report, BlueMountain last month returned money to
investors from a $100 million two-year loan fund that gained 34
percent since its inception in March.  Silverback Asset Management
LLC is giving money back from its $210 million two-year
convertible-bond fund, the firm said.  Highland Capital Management
LP said it liquidated a November 2008 fund that gained 138% before
fees by investing in collateralized loan obligations.


* Alvarez & Marsal Taxand Names Two Managing Directors in Chicago
-----------------------------------------------------------------
Keith Kechik, formerly of KPMG, and John Easterday, formerly of
True Partners Consulting, have joined Alvarez & Marsal Taxand,
LLC, as managing directors in Chicago.  The firm also announced
the promotion of Richard Sherman, a member of the firm's
Transaction Tax Practice, to managing director in Chicago.

"From global private equity firms to local franchises, the demand
for independent tax advisory services continues to increase as the
complexities of international and local tax laws evolve," said
Robert N. Lowe, Jr., CEO of A&M Taxand.  "We welcome Keith and
John to the firm and look forward to adding their deep industry
knowledge to our growing Midwest presence."

With more than three decades of experience handling tax matters
related to private equity funds and global companies, Mr. Kechik
has a deep understanding of various transactional matters such as
structured finance investments, mergers and acquisitions,
disposition strategies, joint ventures, securitizations, leasing
and cross-border planning.  He most recently served as the western
region partner-in-charge of mergers and acquisitions with the
Transaction Tax Services group at KPMG.  Previously, he was a
partner with both Deloitte and Arthur Andersen, where he spent
more than twenty-five years combined.  A licensed Certified Public
Accountant for the state of Illinois, he earned bachelor's and
master's degrees in accounting from De Paul University.

Mr. Easterday concentrates on state income and franchise taxation
for middle market to Fortune 50 companies, including matters such
as managing controversy, restructuring, mergers and acquisitions,
and compliance.  He also has extensive industry knowledge in sales
and use, as well as property and employment taxes.  Most recently,
he spent four years as a managing director with True Partners
Consulting where he led the State Income and Franchise Tax and
Employment Tax practices.  Prior to that, he served in various
roles at PricewaterhouseCoopers and Arthur Andersen.  He earned a
bachelor's degree in accounting from DePaul University and is a
Certified Public Accountant, licensed in Illinois and Indiana.
Mr. Easterday is also a member of the AICPA and Illinois and
Indiana CPA Societies.

                   About Alvarez & Marsal Taxand

Alvarez & Marsal Taxand --
http://www.alvarezandmarsal.com/re/taxandus-- an affiliate of
global professional services firm Alvarez & Marsal (A&M) is an
independent tax group comprised of experienced tax professionals
dedicated to providing customized tax advice to clients and
investors across a broad range of industries.  Its professionals
extend A&M's commitment to offering clients a choice in advisers
who are free from audit-based conflicts of interest, and bring an
unyielding commitment to delivering responsive client service.
Alvarez & Marsal Taxand has offices in major metropolitan markets
throughout the U.S., and serves the U.K. from its base in London,
England.

A founding member of Taxand, a global network of leading tax
advisors from independent member firms in nearly 50 countries,
Alvarez & Marsal Taxand was recently named Tax Restructuring Firm
of the Year by International Tax Review as part of its 2009
Americas Tax Awards.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                            Total
                                                Total      Share-
                                    Total     Working    Holders"
                                   Assets     Capital      Equity
  Company           Ticker          ($MM)       ($MM)       ($MM)
  -------           ------         ------     -------    --------
ACCO BRANDS CORP    ABD US       1,078.00      217.20     (102.90)
AFC ENTERPRISES     AFCE US        115.70       (0.30)     (22.90)
AFFYMAX INC         AFFY US        144.93        7.14       (2.73)
AGA MEDICAL HOLD    AGAM US        332.79       28.51      (47.64)
AMER AXLE & MFG     AXL US       1,986.80       71.10     (559.90)
AMERICAS ENERGY     AENY US          0.60        0.59       (0.01)
AMR CORP            AMR US      25,754.00   (1,448.00)  (2,859.00)
ARTIO GLOBAL INV    ART US         280.40         -        (33.37)
ARTIO GLOBAL INV    A1I GR         280.40         -        (33.37)
ARVINMERITOR INC    ARM US       2,499.00       98.00   (1,112.00)
AUTOZONE INC        AZO US       5,385.82     (186.44)    (483.96)
BLOUNT INTL         BLT US         487.85       29.49      (22.15)
BLUEKNIGHT ENERG    BKEP US        316.83       (4.27)    (133.64)
BOARDWALK REAL E    BEI-U CN     2,405.68         -        (36.79)
BOARDWALK REAL E    BOWFF US     2,405.68         -        (36.79)
CABLEVISION SYS     CVC US      10,128.00     (111.68)  (5,193.36)
CARDTRONICS INC     CATM US        457.20      (41.75)      (8.29)
CC MEDIA-A          CCMO US     17,696.08    1,507.96   (7,020.56)
CENTENNIAL COMM     CYCL US      1,480.90      (52.08)    (925.89)
CENVEO INC          CVO US       1,601.19      203.42     (178.97)
CHENIERE ENERGY     CQP US       1,918.95       28.24     (472.03)
CHOICE HOTELS       CHH US         353.03      (13.42)    (132.91)
CONEXANT SYS        CNXT US        273.75       65.77      (66.65)
CYTORI THERAPEUT    CYTX US         25.00       11.37       (1.42)
DELCATH SYSTEMS     DCTH US          6.77       (4.98)      (4.94)
DEXCOM              DXCM US         53.96       25.84       (9.10)
DISH NETWORK-A      DISH US      8,658.74      710.57   (1,381.37)
DOMINO"S PIZZA      DPZ US         443.74      106.68   (1,350.12)
DUN & BRADSTREET    DNB US       1,600.30     (181.70)    (720.30)
DYAX CORP           DYAX US        51.59       23.57      (49.20)
EPICEPT CORP        EPCT SS         11.96        5.79       (5.16)
EXELIXIS INC        EXEL US        421.10       91.53     (142.77)
EXTENDICARE REAL    EXE-U CN     1,655.19      126.26      (47.76)
FORD MOTOR CO       F US       205,896.00   (9,751.00)  (7,270.00)
FORD MOTOR CO       F BB       205,896.00   (9,751.00)  (7,270.00)
GENCORP INC         GY US          935.70      111.20     (289.10)
GLG PARTNERS-UTS    GLG/U US       466.58      168.33     (277.14)
GREAT ATLA & PAC    GAP US       3,025.43      248.68     (358.47)
HEALTHSOUTH CORP    HLS US       1,754.40       35.90     (534.50)
HOVNANIAN ENT-A     HOV US       2,024.58    1,261.10     (316.31)
IMS HEALTH INC      RX US        2,110.52      230.86      (42.68)
INCYTE CORP         INCY US        472.82      358.38     (199.36)
INTERMUNE INC       ITMN US        157.15       92.82      (83.36)
IPCS INC            IPCS US        559.20       72.11      (33.02)
JAZZ PHARMACEUTI    JAZZ US        102.17       (8.97)     (82.44)
JUST ENERGY INCO    JE-U CN      1,378.06     (392.04)    (350.05)
KNOLOGY INC         KNOL US        643.99       20.90      (41.94)
LIBBEY INC          LBY US         799.18      115.23      (61.99)
LIN TV CORP-CL A    TVL US         772.71        6.57     (188.41)
LINEAR TECH CORP    LLTC US      1,512.83      673.47     (114.33)
MANNKIND CORP       MNKD US        247.40        8.81      (59.22)
MEAD JOHNSON        MJN US       1,964.30      502.30     (697.50)
MEDIACOM COMM-A     MCCC US      3,721.86     (253.93)    (434.75)
MOODY'S CORP        MCO US       2,003.50     (225.90)  (1,043.60)
NATIONAL CINEMED    NCMI US        607.80       85.00     (504.50)
NAVISTAR INTL       NAV US      10,027.00    1,563.00   (1,739.00)
NPS PHARM INC       NPSP US        154.65       72.04     (222.37)
OCH-ZIFF CAPIT-A    OZM US       1,976.06         -        (88.36)
OSIRIS THERAPEUT    OSIR US        110.80       48.53       (3.29)
OVERSTOCK.COM       OSTK US        144.38       34.09       (3.10)
PALM INC            PALM US      1,326.92       61.03     (151.17)
PDL BIOPHARMA IN    PDLI US        264.45      (16.23)    (242.39)
PETROALGAE INC      PALG US          3.23       (6.62)     (40.14)
PRIMEDIA INC        PRM US         241.09      (14.36)    (110.72)
PROTECTION ONE      PONE US        628.12       29.11      (83.27)
QWEST COMMUNICAT    Q US        20,225.00      766.00   (1,031.00)
REGAL ENTERTAI-A    RGC US       2,512.50      (13.60)    (258.50)
REVLON INC-A        REV US         802.00      105.40   (1,043.40)
SALLY BEAUTY HOL    SBH US       1,529.70      360.62     (580.19)
SANDRIDGE ENERGY    SD US        2,310.97        1.42     (190.99)
SELECT COMFORT C    SCSS US         82.27      (68.66)     (38.75)
SIGA TECH INC       SIGA US          8.17       (4.07)     (11.49)
SINCLAIR BROAD-A    SBGI US      1,629.15      (17.99)    (132.17)
STEREOTAXIS INC     STXS US         40.48        1.36      (15.27)
SUN COMMUNITIES     SUI US       1,189.20         -        (95.46)
TALBOTS INC         TLB US         839.70       (3.95)    (190.56)
TAUBMAN CENTERS     TCO US       2,607.20         -       (466.57)
THERAVANCE          THRX US        183.47      123.53     (175.21)
UAL CORP            UAUA US     18,347.00   (2,111.00)  (2,645.00)
UNISYS CORP         UIS US       2,956.90      308.60   (1,271.70)
UNITED RENTALS      URI US       3,859.00      244.00      (19.00)
US AIRWAYS GROUP    LCC US       7,454.00     (458.00)    (355.00)
VENOCO INC          VQ US          715.17      (13.00)    (169.00)
VERMILLION INC      VRMLQ US         7.15       (2.96)     (24.87)
VIRGIN MOBILE-A     VM US          307.41     (138.28)    (244.23)
WARNER MUSIC GRO    WMG US       4,070.00     (650.00)    (143.00)
WEIGHT WATCHERS     WTW US       1,076.72     (329.14)    (748.21)
WORLD COLOR PRES    WC CN        2,641.50      479.20   (1,735.90)
WORLD COLOR PRES    WC/U CN      2,641.50      479.20   (1,735.90)
WR GRACE & CO       GRA US       3,968.20    1,134.00     (290.50)
ZYMOGENETICS INC    ZGEN US        243.39       59.40      (21.76)



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

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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