TCR_Public/100210.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, February 10, 2010, Vol. 14, No. 40

                            Headlines


800 WILSHIRE: Case Summary & 20 Largest Unsecured Creditors
ABITIBIBOWATER INC: ACI Sells Saint-Raymond Assets
ABITIBIBOWATER INC: Ernst & Young Named Administrators for UK Unit
ABITIBIBOWATER INC: Panel Wants to Pursue Claims vs. Wells Fargo
AFFILIATED COMPUTER: Fitch Raises Issuer Default Rating From 'BB'

AFFILIATED COMPUTER: Moody's Raises Senior Ratings From 'Ba2'
AGE REFINING: Case Summary & 20 Largest Unsecured Creditors
ALLIS-CHALMERS ENERGY: Dimensional Fund Reports 4.07% Stake
ALLIS-CHALMERS ENERGY: Board Increases Salary of 5 Exec. Officers
AMERICAN AXLE: Swings to $48.6 Million Net Income in 4th Quarter

AMR CORP: JAL Opts to Remain with Oneworld Alliance
APPLETON PAPERS: Supplements Indenture to 11.25% Notes
ARENA MEDIA: Files for Reorganization in Manhattan
ARENA MEDIA: Voluntary Chapter 11 Case Summary
ASARCO LLC: Appeals Court Hears TCEQ-Shapleigh Dispute

ASARCO LLC: Pact Provides $194 Mil. for Resource Restoration
ASARCO LLC: Pledges to Prevent Dust Violations in Arizona
ASAT HOLDINGS: Receives Majority Consent to Amend Terms of Notes
ASAT HOLDINGS: To Convene General Meeting on February 11
ASAT HOLDINGS: To Hold Shareholders Meeting on February 11

ATLANTIC MARINE: Moody's Affirms 'B2' Corporate Family Rating
AVISTAR COMMUNICATIONS: Awards $250,000 Bonus to Dr. Rodde
BACHRACH ACQUISITION: Gets OK to Hold an February 22 Auction
BANK OF AMERICA: Andrew Cuomo Files Suit on Merrill Takeover
BALLY TOTAL: Names Former UA Executive Dennis Cary as Sr. VP & CMO

BEAZER HOMES: Earns $47.99 Million in Fourth Quarter 2009
BERNARD MADOFF: Penthouse Apartment to Be Sold
BI-LO LLC: Eyes Emergence as Stand-Alone Entity by Mid-April
BLUEGOLD CAPITAL: Downplays Rumors on Big Losses, Liquidation
BOMBARDIER INC: Fitch Expects to Put 'BB+' Rating on $1 Bil. Notes

BOMBARDIER INC: Moody's Assigns 'Ba2' Rating on $1 Bil. Notes
BOMBARDIER INC: S&P Assigns 'BB+' Rating on $1 Bil. Senior Notes
BRENAN FRANCISCO: Case Summary & 20 Largest Unsecured Creditors
BRIDGEVIEW AEROSOL: Gets 4th Interim Access to Cash Collateral
CAL INVESTMENTS: Asks for Court's Nod to Use Cash Collateral

CAPITAL GROWTH: Jim McDevitt Steps Down as Chief Fin'l Officer
CAROLYN RUSSELL: Case Summary & 12 Largest Unsecured Creditors
CATHAY GENERAL: Fitch Affirms Issuer Default Ratings at 'BB'
CHIPMOS TECHNOLOGIES: Applies to Transfer NASDAQ Listing
CHRYSLER LLC: Pledges US$550-Mil. to Build Fiat 500 in Mexico

CHRYSLER LLC: Rejected Dealers Lose Fight Over Contracts
CHRYSLER LLC: Has Protocol for Treating Contracts
CHRYSLER LLC: Maricopa County Opposes Confirmation of Plan
CHRYSLER LLC: New Chrysler Says It's LOC Beneficiary
CHRYSLER LLC: New Chrysler Takes Contract With GEM & GSA

CHRYSLER LLC: Wants to Enforce Stay vs. Dealers for Third Time
CIRCUIT CITY: EA to Pay $5.2M to Settle Resale Dispute
CITIGROUP INC: To Unload Unwanted Assets; in Talks with P/E Firms
CMH INC: Voluntary Chapter 11 Case Summary
CONVERA CORP: Files Certificate of Dissolution

COOPER-STANDARD: Disclosure Statement Hearing on March 9
COOPER-STANDARD: Files Proposed Plan of Reorganization
COOPER-STANDARD: Treatment of Claims Under Plan
CORNERWORLD CORP: October 31 Balance Sheet Upside-Down by $60,000
CORUS BANKSHARES: Has Yet to File September 30 Quarterly Report

CROSS CANYON: Files Prepackaged Reorg. Plan, Disclosure Statement
CRYOPORT INC: Okays 1-for-10 Reverse Stock Split of Common Stock
CRYOPORT INC: Inks Amended Agreement with Enable Growth
DELTA AIR: JAL Opts to Remain with Oneworld Alliance
DRINKS AMERICAS: Posts $1.6 Million Net Loss in October 31 Quarter

EDISON FUNDING: S&P Withdraws 'BB+' Counterparty Credit Rating
ESCADA AG: EUSA Wants Plan Exclusivity Until March 31
ESCADA AG: O'Melveny Charges $661,000 for Aug.-Nov.
ESCADA AG: US Debtor Changes Name to EUSA Following Sale
EXANET INC: Gets Undisclosed Bid for Assets from Dell

FAIR FINANCE: Involuntary Chapter 7 Case Summary
FAIRPOINT COMMS: GWI Dispute Under FCC Authority
FAIRPOINT COMMS: Proposes March 18 Claims Bar Date
FAIRPOINT COMMS: Removal Period Extended to April 26
FARR ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors

FOOTHILLS TEXAS: Gets OK to Extend DIP Pact, Use Cash Collateral
FOOTHILLS TEXAS: Wins Confirmation of Reorganization Plan
FREESCALE SEMICONDUCTOR: Swings to $753MM Net Profit in 2009
FREESCALE SEMICONDUCTOR: Moody's Retains 'Caa1' Corporate Rating
GENCORP INC: Board Approves Cash Incentive Awards to Executives

GENCORP INC: Swings to $15-Mil. Net Income in Q4
GENERAL MOTORS: New GM Keeps Hands Off KLC Sublease Pact
GENERAL MOTORS: Objects to Angell Putative Class' $6155MM Claim
GENERAL MOTORS: Objects to L. Washington's $1.5 Bil. Claim
GENERAL MOTORS: Reaches Pact With Spyker on Saab Sale

GENERAL MOTORS: Lists Mediators to Work Out Unliquidated Claims
GLOBAL CROSSING: Committee, Board Adopt 2010 Incentive Bonus Plan
GRAHAM PACKAGING: Inks Sixth Amended Agreement Limited Partnership
GREDE FOUNDRIES: Exits Chapter 11 as Merger Completed
GUIDED THERAPEUTICS: Obtains New Funding From Konica Minolta

HALCYON HOLDING: Pacificor Gets 'Terminator' Rights for $29.5MM
ICP SOLAR: October 31 Balance Sheet Upside-Down by $10.4 Million
INDUSTRY WEST: Can Hire MacConaghy & Barnier as Bankruptcy Counsel
INVITEL HOLDINGS: To Delist ADSs from NYSE AMex
JAPAN AIRLINES: Opts to Remain in Alliance with American

JETBLUE AIRWAYS: Swings to $58-Mil. Net Income in 2009
JOAN STEWART: Case Summary & 12 Largest Unsecured Creditors
KRISPY KREME: NYSE Delists Preferred Share Purchase Rights
KUSHNER-LOCKE: Plan of Reorganization Wins Court Approval
LAS VEGAS MONORAIL: Files Amended List of Unsecured Creditors

LAS VEGAS MONORAIL: Gets Interim OK to Use Cash Collateral
LAS VEGAS MONORAIL: Wants Feb. 26 Deadline for Schedules Filing
LEONIDA BAUTISTA: Voluntary Chapter 11 Case Summary
LERNOUT & HAUSPIE: Proposes Secret Settlement with Korean Banks
LIBBEY INC: Dimensional Fund Reports 3.91% Equity Stake

LIBBEY INC: Registers 4.8MM Shares for Resale by Merrill Lynch
LITHIUM TECHNOLOGY: YA Global No Longer Holds Shares
LRL CITI PROPERTIES: CitiApartments Units File for Bankruptcy
LRL CITI PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
LYONDELL CHEMICAL: Unsecured Creditors Balk at BNY Mellon Deal

MAGQUIRE PROPERTIES: Agrees to End Lease at Ocean Avenue Project
MALUHIA EIGHT: Voluntary Chapter 11 Case Summary
MARKET STREET: Files Schedules of Assets and Liabilities
MC PRECAST INC: Case Summary & 20 Largest Unsecured Creditors
MCJUNKIN RED: S&P Affirms 'B' Rating on Senior Secured Notes

MERCER INT'L: Harbinger Capital, et al., Report Equity Stake
METRO-GOLDWYN-MAYER: Lionsgate Not Serious Contender for Assets
MGM MIRAGE: Will Release Q4 and FY 2009 Results on February 18
MGM MIRAGE: Moody's Reviews 'Caa2' Corporate Family Rating
MIRAMAX FILMS: Lionsgate to Submit "Aggressive" Offer

MISCOR GROUP: Sells 2 Units; Provides Update on Restructuring Plan
MISCOR GROUP: Must Raise at Least $1-MM by February 19
MONACO COACH: Dimensional Fund, Franklin Resources Report Stake
MORRIS PUBLISHING: Files Prepackaged Joint Plan of Reorganization
MOVIE GALLERY: Seeks April 5 Extension for Schedules & Statements

MUELLER WATER: Moody's Affirms Corporate Family Rating at 'B2'
NEW ORIENTAL: Posts $3.17-Mil. Net Loss in September 30 Quarter
NEWPAGE CORP: Inks Amended Credit & Guaranty Deal With Lenders
NORTEL NETWORKS: $217,700 in Claims Change Hands in 3 Weeks
NORTEL NETWORKS: Employees Claims Deadline Extended to April 23

NORTEL NETWORKS: Revolver Agreements Extended to Dec. 31
NORTEL NETWORKS: Supplier Pact Extended Until March 31
NORTEL NETWORKS: Enters Into Settlement with Former Workers
NORTEL NETWORKS: Enters Into Settlement with Former Workers
OPUS WEST: Court Confirms Plan of Liquidation

OPUS SOUTH: Lenders File Corrected Ballots for Plan Voting
OPUS WEST: Sues Parent for Siphoning $150 Mil. in Earnings
OPUS WEST: To Decide on Headquarters Lease at Later Date
OSCIENT PHARMACEUTICALS: Wants to Sell Intellectual Property
PALM BEACH: Court OK's Barry F. Mukamal as Chapter 11 Trustee

PANOCHE VALLEY: Files Schedules of Assets and Liabilities
PENTON MEDIA: To File Prepack Chapter 11 to Cut Debt by $270MM
PROPEX INC: Trustee Sues 268 Creditors to Avoid Transfers
PROPEX INC: Trustee's Report for December Quarter
PROTECTIVE PRODUCTS: Proposes to Auction Certain Assets on Feb. 18

PROTECTIVE PRODUCTS: U.S. Trustee Forms 3-Member Creditors Panel
PYRAMID HIGHWAY: Case Summary & 9 Largest Unsecured Creditors
QUANTUM CORP: Swings to $4.64-Mil. Net Income in Dec. Quarter
RAMZA PLAZA: National Commercial to Sell 298-Room
READER'S DIGEST: AlixPartners Charges $6.2 Mil. for Sept-Nov Work

READER'S DIGEST: Gets Nod for KPMG as Tax Consultants
READER'S DIGEST: Has OK to Further Extend E&Y Work
REMOTEMDX INC: Settles GPS Offender Tracking Patent Litigation
RENEW ENERGY: Creditor Pushes for Ch. 7 Conversion
RICK ALAN SHORT: Case Summary & 12 Largest Unsecured Creditors

RIVER WEST: Can Access Joffco Square Rental Income Until March 20
RIVERBEND LEASING: Case Summary & 6 Largest Unsecured Creditors
SALTON INC: Moody's Withdraws 'B2' Corporate Family Rating
SENSATA TECHNOLOGIES: Files Form 10-K for Fiscal Year 2009
SEQUENOM INC: BlackRock Reports 5.99% Equity Stake

SEQUENOM INC: Franklin Resources Reports 3.7% Stake
SEQUENOM INC: Inks License Agreement With Optherion
SKI MARKET: Court Approves Sale of Assets to Gordon Brothers
STANDARD PACIFIC: Earns $82.7 Million in Fourth Quarter
STANT CORP: Unsec. Claims to Get Pro Rata Share of Committee Cash

STAR TRIBUNE: Employees Pay Tribute to Fallen Comrades
STERLING GRACE FAITH: Case Summary & 1 Largest Unsecured Creditor
SYNOVUS FINANCIAL: Ratings on Neg. Watch Due to 6th Straight Loss
TANA SEYBERT: December Auction for Remaining Assets Nets $3.1-Mil.
THORNBURG MORTGAGE: Hearing Today on Sale to Select Portfolio

TOTES ISOTONER: Moody's Upgrades Corporate Family Rating to 'B3'
TOUSA INC: Avoidance Suits Commenced vs. 1st Lien Lenders
TOUSA INC: Directors & Officers Seek Dismissal of Suit
TRIBUNE CO: Committee's Proposal to Prosecute 2007 LBO Claims
TRIBUNE CO: Seeks Approval of Pacts With J. Faggio & New Haven

TRIBUNE CO: Wants Plan Exclusivity Until June 8
TRIDENT RESOURCES: May Propose Chapter 11 Plan Until May 6
ULTIMATE ESCAPES: To Remain Listed on NYSE Amex
UPSNAP INC: October 31 Balance Sheet Upside-Down by $198,500
USADOS TRUCK PARTS: Case Summary & 14 Largest Unsecured Creditors

VALIDUS HOLDINGS: Moody's Assigns 'Ba1' Preferred Stock Rating
VITESSE SEMICONDUCTOR: VP Michael Green Resigns from Post
WORLDSPACE INC: Hearing on DIP Loan Maturity Set for February 16
WORLDSPACE INC: Wants Ch. 11 Plan Filing Extended Until April 17
WYNNEWOOD REFINING: Moody's Affirms 'B2' Corporate Family Rating

ZALE CORP: Analysts Suggest Sale of Kiosk, IP Assets to Raise Cash

* U.S. High-Yield Default Rate Fell to 10.7% in January, S&P Says

* Upcoming Meetings, Conferences and Seminars


                            *********


800 WILSHIRE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 800 Wilshire Group, LLC
        800 Wilshire Blvd, Suite 640
        Los Angeles, CA 90017

Bankruptcy Case No.: 10-14457

Chapter 11 Petition Date: February 8, 2010

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Alan M. Ahart

Debtor's Counsel: Marc Weitz, Esq.
                  Law Office of Marc Weitz
                  633 W 5th St, Ste 2800
                  Los Angeles, CA 90071
                  Tel: (213) 223-2350
                  Fax: (213) 784-5407
                  Email: marcweitz@weitzlegal.com

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

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

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/cacb10-14457.pdf

The petition was signed by Jill Bigelow, managing member of the
Company.


ABITIBIBOWATER INC: ACI Sells Saint-Raymond Assets
--------------------------------------------------
Abiti-Consolidated Inc. and its Canadian affiliates sought and
obtained the permission of The Honorable Mr. Justice Clement
Gascon, J.S.C., of the Superior Court Commercial Division for the
District of Montreal in Quebec, Montreal, Canada:

  (1) for Abitibi-Consolidated Company of Canada to sell the
      assets of the permanently closed Saint-Raymond sawmill
      facility to 9213-3933 Quebec Inc., as purchaser, pursuant
      to a Sawmill Sale Agreement for C$250,000; and

  (2) for Abitibi-Consolidated Inc., to sell certain of its
      timberlands which supply the Sawmill to Gestion Dion &
      Frere Inc., as purchaser, pursuant to the Saint-Raymond
      Timberlands Sale Agreement, which includes the same
      conditions, warranties and representations as the Sawmill
      Sale Agreement.

Pursuant to the Sawmill Sale Agreement, 9213-3933 Quebec Inc. is
purchasing assets consisting of land and buildings, equipment,
rolling stock, machinery, tools and furniture at the Sawmill.
The Sawmill, located at 175 Rue Saint-Alexis, in Saint-Raymond,
Quebec, was closed in February 2008, as it was considered to be a
high-cost mill and demand for lumber had declined.  The high
costs were attributed to (i) expensive stumpage fees and high
fixed costs due to small and inaccessible annual allowable cut on
"crown lands," and (ii) the lack of onsite drying capabilities.

The Applicants noted that selling the Sawmill is reasonable
because it would require a material investment in equipment to be
competitive.  ACCC also had significant excess sawmill capacity,
and is operating at only 48% of capacity.  The Sawmill also had
significant carrying costs of C$360,000 per annum for property
taxes, insurance and other costs.  Moreover, the Sawmill is not
part of the CCAA Applicants' strategic plan.

The Timberlands, on the other hand, consisted of three small
timberland parcels, totaling approximately 642 hectares owned by
ACI.  The Timberlands are located in areas that are difficult to
access and are not strategic to ACI.

In its 24th monitor report submitted to the Canadian Court, Ernst
& Young, Inc., the Court-appointed monitor in the Canadian
proceedings of the CCAA Applicants, related that the Sawmill and
Timberlands Sale Process commenced in August 2008.

"Although ACCC and ACI did not undertake a formal process to
market the Sawmill and Saint-Raymond Timberlands, the Monitor is
of the view that it has adequately canvassed the potential market
for the Property," E&Y Vice President Alex Morrison averred.

The Monitor acknowledged that the total purchase price is
reasonable, taking into account the current financial conditions
in the forestry sector, precedent transactions and limited
interest in the Assets by prospective purchasers.  The
Transactions, the Monitor averred, will also eliminate the
ongoing facility maintenance costs for the Assets that are no
longer deemed to be core to the CCAA Applicants' business, which,
on an annual basis, have totaled C$360,000.

A full-text copy of E&Y's 24th Monitor Report, which reflects the
details of the Saint-Raymond Transactions, is available for free
at http://bankrupt.com/misc/CCAA_24thMonitorReport.pdf

In its order approving the Sale Agreements, the Canadian Court
noted that the Agreement for the Sale of Land and the specific
Deed of Sale for the Lots will remain confidential and will be
kept under seal in the Canadian Court record until the close of
the Transactions.

The Canadian Court declared that the Agreements will (i) transfer
all right, title and interest of ACCC and ACI in the Assets; and
(ii) have the effect of a sale by judicial authority in
accordance with the Civil Code of Quebec and the Quebec Code of
Civil Procedure.  Further to the execution of the Agreements,
9213-3933 Quebec Inc. and Gestion Dion will receive good and
valid title to the Assets subject to the Agreements, free and
clear of any priority, charge, obligation, hypothec, security or
right.

The net proceeds of the Sales payable to ACI or ACCC, when not
used in accordance with the Court Order, will be remitted to E&Y
for safekeeping.  E&Y will be charged with a hypothec in favor of
US Bank, National Association, as Indenture Trustee and
Collateral Trustee for the benefit of the holders of 13.75%
senior notes due on April 1, 2011, the Canadian Court ruled.

                 Monitor Presents November 2009
                to January 2010 Cash Flow Results

In a separate report filed with the Canadian Court, the Monitor
apprised Mr. Justice Gascon of the CCAA Applicants' six-week cash
flow results for the period from November 23, 2009 to January 3,
2010.

The ACI Group's total receipts were approximately C$21.3 million
higher than projected.  Disbursements, meanwhile, were
C$2.3 million lower than projected.  Overall, the ending cash
balance and immediately available liquidity at C$296,799 was
approximately C$22.8 million higher than the ACI forecast.  The
actual immediately available liquidity of approximately
C$296.8 million excludes certain amounts that are or will be held
in escrow or in a designated account and not immediately available
as liquidity to the ACI Group.

As of January 3, 2010, the ACI Group had cash on hand of
approximately C$251.8 million.  The ACI Group also has a
C$45 million ULC DIP Facility amount available upon notice, and
another C$45 million available upon the Court's approval of the
Facility.  The ACI Group also held C$11.3 million as a result of
the Recycling Sale transaction, and is expected to receive
C$20.5 million as of the week ended January 17, 2010, once the
Lufkin Mill transaction closes.

The ACI Group projects an available liquidity of C$208.7 million
at April 4, 2010, according to the Monitor.

Bowater Canadian Forest Products Inc., for its part, had total
receipts for the Reporting Period at approximately C$5.1 million
higher than BCFPI forecast.  Disbursements were C$9.4 million
higher than the Forecast.  Overall, the ending cash balance at
C$11,420 was approximately C$6.1 million than the Forecast.

BCFPI projects its liquidity at April 4, 2010, to total
approximately C$10 million, not including proceeds from its
Smurfit Timberland sale, the Monitor related.

                       Other Matters

According to Mr. Morrison, the CCAA Applicants currently plan to
increase prices by C$50 per ton beginning March 1, 2010, which
replaces the previously announced two price increases at C$25 per
ton for North American newsprint customers in January and
February 2010.

The CCAA Applicants also intend to restart one paper machine at
BCFPI's Thunder Bay Newsprint mill in February 2010.  The Machine
was indefinitely idled in August 2009, and is capable of
producing approximately 235,000 tons of newsprint annuals.  The
decision to restart production at the Machine is due to the
negotiation of a more favorable cost structure, Mr. Morrison
reported.

Confirming the Monitor's Report, The Chronicle Journal reported
on February 2, 2010, that about 180 AbitibiBowater employees took
part in the start-up preparations for the Machine at the Thunder
Bay Plant, which is more commonly known as the No. 5 Newsprint
Machine.

Communications, Energy and Paperworkers Union national
representative Marvin Pupeza told The Chronicle Journal that the
chance of on-again, off-again work schedule at the Plant in 2009
remains a concern.  "There's no guarantee that (the 2009
situation) won't be the case now.  We're just going to have to
wait and see," according to Mr. Pupeza.

Thunder Bay Fire & Rescue Service, on the other hand, advised
sledders to stay off the frozen Kam River around the mill
effective immediately.  "The Kam River is currently frozen, but
this will change due to the (warm) water used for operating the
(mill) facility being discharged back into the river," the
Service bulletin noted, according to the report.

A full-text copy of E&Y's 31st Monitor Report, dated January 21,
2010, is available for free at:

       http://bankrupt.com/misc/CCAA_31stMonitorReport.pdf

                    About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 28 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: Ernst & Young Named Administrators for UK Unit
------------------------------------------------------------------
AbitibiBowater Inc. confirmed on February 2, 2010, that its
subsidiary, Bridgewater Paper Company Limited, has filed for
administration in the United Kingdom.  The Bridgewater Board of
Directors made this decision only after all other options to keep
the U.K. operations solvent were exhausted, the Company said in
an official statement.

AbitibiBowater is the parent company of Bridgewater Paper through
its corporate subsidiaries.  The facility, which has annual
capacity of 220,000 tons and generated C$100 million in annual
sales supplies British publishers with newsprint, The Canadian
Press specified.

The AbitibiBowater creditor protection proceedings, under Chapter
11 of the United States Bankruptcy Code and the Companies'
Creditors Arrangement Act of Canada, are separate from
Bridgewater Paper's filing for administration in the U.K., with
separate and distinct legal processes.  Similar to the Chapter 11
and CCAA proceedings, however, creditor protection under the
administration in the U.K. "lasts for a year, but can be extended
with the permission of the court," The Canadian Press noted.

The possible outcomes of AbitibiBowater's creditor protection
filings will not necessarily reflect on the future of Bridgewater
Paper in its administration filing, and vice versa.
AbitibiBowater's ongoing efforts to restructure and emerge from
its creditor protection filings continue to progress in the
normal course, the Company noted.

The Bridgewater filing doesn't affect the British company's
subsidiaries, Cheshire Recycling Ltd. and Abitibi-Consolidated
Europe SA, The Canadian Press added.

Joint administrators from Ernst & Young LLP have been appointed
to manage the affairs, business and assets of Bridgewater Paper.
The Joint Administrators are exploring various options, which
will determine how the Bridgewater filing will unfold.

As a result of its insolvency filing, Bridgewater Paper has "laid
off a third of its workers" or 108 of 300 employees, The Canadian
Press reported on February 4, 2010.  In an e-mail to the
newspaper, E&Y spokeswoman Vicky Conybeer said that "it is too
early to say if any further changes will be implemented."

"We recognize the impact the filing has on our U.K. employees and
business partners; however, these actions were necessary and
represent the best course of action going forward," stated David
J. Paterson, AbitibiBowater President and Chief Executive
Officer.

                    About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 28 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: Panel Wants to Pursue Claims vs. Wells Fargo
----------------------------------------------------------------
Wells Fargo Bank, National Association, is the successor-in-
interest to Goldman Sachs Credit Partners L.P., in its capacity
as administrative agent and collateral agent under that certain
Credit and Guaranty Agreement dated as of April 1, 2008, as
amended.  Lenders under the Credit Agreement provided a
$400,000,000 term loan and other accommodations for the benefit
of the Debtors and its affiliates as borrowers.

Specifically, within two years of the Petition Date, certain
affiliates of the Debtors -- consisting of (i) Abitibi-
Consolidated Corp., (ii) Donohue Corp., (iii) Abitibi-
Consolidated Alabama Corporation, (iv) Augusta Woodlands, LLC,
(v) Alabama River Newsprint Company, (vi) 6169678 Canada
Incorporated, (vii) 3834328 Canada Inc., (viii) Abitibi-
Consolidated Nova Scotia Incorporated, (ix) Terra Nova
Explorations Ltd., (x) The Jonquiere Pulp Company, (xi)
The International Bridge and Terminal Company, (xii) Scramble
Mining Ltd., (xiii) Abitibi-Consolidated Canadian Office Products
Holdings Inc., (xiv) Marketing Donohue Inc., (xv) 3224112 Nova
Scotia Limited, (xvi) Donohue Recycling Inc., and (xvii)
Produits Forestiers Saguenay Inc. -- became New Guarantors under
the Wells Fargo Credit Agreement and granted liens in favor of
the Agent for the benefit of the Lenders.  The Borrowers'
obligations are secured by first priority continuing pledges,
liens and security interest, which includes all inventory and
accounts receivable, certain fixed assets, and all cash and non-
cash proceeds,  products, offsprings, rents, and profits.

Pursuant to the Court's final order dated July 1, 2009, approving
the Amended and Restated Guaranteed Receivables Purchase
Agreement among (i) Abitibi-Consolidated, Inc., and Abitibi
Consolidated Sales Corporation or "the Abitibi Group" as
Originators, (ii) Abitibi Consolidated U.S. Funding Corp. and
Donohue Group as Guarantors, (iii) Citibank, as Agent, and (iv)
Barclays Capital Inc., as Syndication Agent, the Official
Committee of Unsecured Creditors preserved its right to contest
the scope, validity, perfection, or amount of claims of Wells
Fargo, Neil B. Glassman, Esq., at Bayard, P.A., in Wilmington,
Delaware, relates on behalf of the Creditors' Committee.

In accordance with the Final Securitization Order, the Debtors
stipulated and agreed (i) that Wells Fargo and the Lenders hold
valid and perfected security interests in their collateral; (ii)
to the amount of outstanding debt under the Wells Fargo Credit
Agreement; and (iii) that the Debtors irrevocably waive and
relinquish any claims against Wells Fargo.

Following an extensive investigation, the Creditors' Committee
determined that certain liens and guarantees that were granted or
incurred under the Wells Fargo Credit Agreement within two years
of the Petition Date "are avoidable under Section 548 of the
Bankruptcy Code as fraudulent transfers."

Based on the financial condition of each individual Debtor that
is a New Guarantor at the time of the Transfers, the Creditors'
Committee alleges that the Wells Fargo Credit Agreement Liens and
Guarantees were incurred while the Debtors were insolvent or
became insolvent.  Moreover, based on the lack of value
conferred, the Debtors were left with unreasonably small capital
to carry on their businesses, Mr. Glassman says.

The deadline for the Creditors' Committee to challenge the Liens,
Guarantees and Claims was February 3, 2010, according to Mr.
Glassman.

Against this backdrop, the Creditors' Committee asks Judge Carey
to allow it to commence and prosecute causes of action
challenging, among other things, the extent and validity of Wells
Fargo's and the Lenders' liens upon, and security interests in,
the Debtors' assets.  The Creditors' Committee also asks the
Court to extend the Investigation Deadline until the date that a
ruling on the Committee's request is entered.

"If the [Creditors'] Committee is successful in avoiding or
otherwise reducing the claims of the Agent and Lenders against
the New Guarantors, the unencumbered assets of those Debtors?
estates will be available for distribution to the general
unsecured creditors of these estates," Mr. Glassman tells Judge
Carey.

The Committee's complaint would further seek a determination and
declaratory judgment that the Agent and Lenders are not
"oversecured" within the meaning of Section 506(b) of the
Bankruptcy Code, Mr. Glassman notes.

                    About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 28 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AFFILIATED COMPUTER: Fitch Raises Issuer Default Rating From 'BB'
-----------------------------------------------------------------
Fitch Ratings has upgraded Affiliated Computer Services Inc.'s
ratings:

  -- Issuer Default Rating to 'BBB' from 'BB';
  -- Senior notes to 'BBB' from 'BB-'.

The rating actions are subsequent to Xerox Corporation's (Xerox;
IDR 'BBB' with a Negative Outlook) announcement that it completed
its acquisition of ACS.

Fitch has also withdrawn the ratings for ACS' senior secured
revolving credit facility and senior secured term loan since all
outstanding borrowings under the facilities were fully repaid upon
closing of the acquisition due to a change of control provision in
the credit agreement.  The full repayment of the secured credit
facilities terminated the security previously granted to the
senior notes, which are now senior unsecured obligations of ACS.
The Rating Outlook for ACS is Negative and is linked to Fitch's
Negative Outlook for Xerox.

Although Xerox is not a guarantor of ACS' notes, Fitch's upgrade
of ACS reflects the existence of a cross-default provision in
Xerox's credit agreement that could trigger an event of default
should ACS or any other wholly-owned subsidiary (80%+ equity
stake) of Xerox fail to pay principal or interest when due on any
debt with a principal amount exceeding $100 million.  The ratings
also reflect Fitch's belief that Xerox would lend financial
support to ACS if necessary.  Fitch may withdraw ACS' ratings in
the future if financial disclosures prove inadequate.  In
conjunction with the acquisition, ACS merged with and into Boulder
Acquisition Corp., a wholly-owned domestic subsidiary of Xerox,
which assumed ACS' remaining outstanding debt, consisting solely
of $250 million of 4.7% senior notes due June 1, 2010, and
$250 million of 5.2% senior notes due June 1, 2015.


AFFILIATED COMPUTER: Moody's Raises Senior Ratings From 'Ba2'
-------------------------------------------------------------
Moody's Investors Service raised the senior secured notes ratings
of Affiliated Computer Services to Baa3 from Ba2 following the
completion of its acquisition by Xerox Corporation (Baa2 senior
unsecured rating with a stable outlook) for approximately
$6.4 billion.  The rating outlook for ACS is stable, consistent
with Xerox's outlook.  This rating action completes the review
initiated on September 28, 2009.

On February 5, 2010, Xerox announced that it completed its
acquisition of ACS, which is now a wholly owned subsidiary of
Xerox Corporation.

While Xerox does not guarantee ACS's debt, Moody's believes that
ACS's strategic importance to Xerox's business process outsourcing
capabilities provides a strong likelihood of support by Xerox.

Ratings raised for Affiliated Computer Services:

* Senior secured notes to Baa3 from Ba2

ACS no longer has a reporting requirement under the SEC's 1934 Act
as a result of having a de minimus number of holders.  As such,
there is no longer any requirement to provide financial statements
to the holders of the outstanding 2010 and 2015 Notes.

In the absence of a guarantee from Xerox, Moody's will withdraw
shortly ACS's senior secured notes ratings as a result of
insufficient information to monitor ACS's credit profile through
financial statement filings.

Ratings withdrawn for Affiliated Computer Services include (not
applicable to investment grade ratings):

* Corporate Family Rating at Ba2;

* Probability of Default Rating at Ba2;

* Senior secured Revolving Credit Facility at Ba2, LGD3, 43%
  (repaid)

* Senior secured Term Loan at Ba2, LGD3, 43% (repaid)

* Speculative Grade Liquidity (SGL-1)

Moody's last rating action with respect to ACS was on
September 28, 2009, when its ratings were placed on review for
possible upgrade.

The last rating action for Xerox was on September 28, 2009, when
Moody's affirmed the Baa2 senior unsecured rating and stable
outlook of Xerox following its announced acquisition of Affiliated
Computers Services.

Headquartered in Dallas, Texas, ACS, with about $6.5 billion in
revenues for the fiscal year ended June 2009, is a leading
provider of business process outsourcing and information
technology outsourcing services to commercial clients as well as
to federal, state and local governments.

Xerox Corporation, headquartered in Norwalk, Connecticut, with
revenue of $15.2 billion, develops, manufactures and markets
document processing systems and related supplies and provides
consulting and outsourcing document management services.


AGE REFINING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Age Refining, Inc.
        110 Broadway, Suite 400
        San Antonio, TX 78205

Bankruptcy Case No.: 10-50501

About the Business: AGE Refining, based in San Antonio, Texas,
                    manufactures, refines and markets jet fuels,
                    diesel products, solvents and other highly
                    specialized fuels. Our clients cover a variety
                    of sectors, including commercial, local
                    municipalities and the federal government.
                    Founded in 1991 by Al Gonzalez, AGE is a
                    family owned and operated business in the
                    heart of the San Antonio community. Starting
                    on a shoe-string budget and a bushel of
                    determination, AGE is proud to have posted
                    over 22% growth per year since 1991.

Chapter 11 Petition Date: February 8, 2010

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Bankruptcy Judge Leif M. Clark

Debtor's Counsel: Aaron Michael Kaufman, Esq.
                  Cox Smith Matthews Inc.
                  1201 Elm Street, Ste. 3300
                  Dallas, TX 75270
                  Tel: (214) 698-7821
                  Fax: (214) 698-7899
                  Email: akaufman@coxsmith.com

                  Carol E. Jendrzey, Esq.
                  Cox Smith Matthews Incorporated
                  112 E Pecan St., Suite 1800
                  San Antonio, TX 78205
                  Tel: (210) 554-5558
                  Fax: (210) 226-8395
                  Email: cejendrz@coxsmith.com

                  Mark E. Andrews, Esq.
                  Cox Smith Matthews Incorporated
                  1201 Elm Street, Suite 3300
                  Dallas, TX 75270
                  Tel: (214) 698-7800
                  Fax: (214) 698-7899
                  Email: mandrews@coxsmith.com

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

Estimated Debts: $100,000,001 to $500,000,000

The petition was signed by Glen Gonzalez, the company's president.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Shell Trading (US)         Trade Debt             $10,765,284
Company
Two Greenspoint Plaza,
#600
Houston, TX 77060-6086

Plains Marketing LP        Trade Debt             $2,592,399
500 Dallas St., #700
Houston, TX 77002

Gulfmark Energy Inc.       Trade Debt             $2,005,123
PO Box 844
Houston, TX 77001-0844

Age Transportation Inc.    Trade Debt             $1,935,124
7811 S Presa
San Antonio, TX 78223-3547

Superior Crude Gathering,  Trade Debt             $1,206,068
Inc.
PO Box 260784
Corpus Christi,
TX 78426-0784

Overland Contracting,      Trade Debt             $978,020
Inc.
PO Box 803823
Kansas City,
MO 64180-3823

St. James Energy           Trade Debt             $977,962
Operating
11177 Eagle View Dr.,
#150
Sandy, UT 84092

SemCrude, LP               Trade Debt             $866,267
Two Warren Pl.
Tulsa, OK 74136-4216

Suemaur Exploration        Trade Debt             $836,024
802 N. Carancahua, #1000
Corpus Christi,
TX 78470

Genesis Crude Oil, LP      Trade Debt             $514,675
919 Milam, #2100
Houston, TX 77002

T-C Oil Company            Trade Debt             $326,678
PO Box 2549
Victoria, TX 77902

Killam Oil Co. Ltd.        Trade Debt             $296,729
PO Box 499
Laredo, TX 78042-0499

Legend Natural Gas II, LP  Trade Debt             $258,118
410 W. Grand Pwky South,
#400
Katy, TX 77494

City Public Service        Trade Debt             $237,878

American Express           Trade Debt             $225,253

Gaither Petroleum          Trade Debt             $215,652
Corporation

Repcon, Inc.               Trade Debt             $206,291

Dresser Rand               Trade Debt             $187,508

O.G.O. Marketing LLC       Trade Debt             $183,039

Trammo Petroleum           Trade Debt             $181,196


ALLIS-CHALMERS ENERGY: Dimensional Fund Reports 4.07% Stake
-----------------------------------------------------------
Dimensional Fund Advisors LP reported that as of December 31,
2009, it may be deemed to beneficially own 2,905,244 shares or
roughly 4.07% of the common stock of Allis-Chalmers Energy Inc.

Houston, Texas-based Allis-Chalmers Energy Inc. (NYSE: ALY) --
http://www.alchenergy.com/-- is a multi-faceted oilfield services
company.  Allis-Chalmers provides services and equipment to oil
and natural gas exploration and production companies, domestically
primarily in Texas, Louisiana, New Mexico, Oklahoma, Arkansas,
offshore in the Gulf of Mexico, and internationally, primarily in
Argentina, Brazil and Mexico.  Allis-Chalmers provides directional
drilling services, casing and tubing services, underbalanced
drilling, production and workover services with coiled tubing
units, rental of drill pipe and blow-out prevention equipment, and
international drilling and workover services.

At September 30, 2009, the Company's consolidated balance sheets
showed $1.076 billion in total assets, $582 million in total
liabilities, and $494 million in total shareholders' equity.

                         *     *     *

As reported by the Troubled Company Reporter on July 15, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Allis-Chalmers Energy to 'B-' from 'SD' (selective
default).  The outlook is negative.  At the same time, S&P raised
the issue-level rating on Allis-Chalmers' unsecured notes to 'B-'
(the same as the corporate credit rating) from 'D'.  S&P revised
the recovery rating on this debt to '4' from '3' indicating
expectations of average (30%-50%) recovery of principal in the
event of a payment default.

The TCR said July 9, 2009, Moody's Investors Service affirmed
Allis-Chalmers' B3 Corporate Family Rating, changed its
Probability of Default Rating to B3 from B3/LD, and upgraded its
$225 million 9% senior notes due 2014 to Caa1 (LGD 4, 62%) from
Caa3 (LGD 3, 35%) and its $205 million 8.5% senior notes due 2017
to Caa1 (LGD 4, 62%) from Ca (LGD 4, 40%).  The rating outlook is
stable.


ALLIS-CHALMERS ENERGY: Board Increases Salary of 5 Exec. Officers
-----------------------------------------------------------------
The Board of Directors of Allis-Chalmers Energy Inc., upon
recommendation of the Compensation Committee, authorized a salary
increase for the Company's named executive officers:

  Named Executive Officer              Title              Salary
  -----------------------              -----              ------
Munawar H. Hidayatallah              Chairman and       $600,000
                                     Chief Executive
                                     Officer
                  
Victor M. Perez                      Chief Financial    $315,000
                                     Officer
                  
David K. Bryan                       President and CEO  $262,500
                                     of Allis-Chalmers
                                     Directional
                                     Drilling Services
                                     LLC
                  
Terrence P. Keane                    Senior Vice        $315,000
                                     President-
                                     Oilfield Services
                  
Mark Patterson                       Senior Vice        $265,000
                                     President-Rental
                                     Services

                  About Allis-Chalmers Energy

Houston, Texas-based Allis-Chalmers Energy Inc. (NYSE: ALY) --
http://www.alchenergy.com/-- is a multi-faceted oilfield services
company.  Allis-Chalmers provides services and equipment to oil
and natural gas exploration and production companies, domestically
primarily in Texas, Louisiana, New Mexico, Oklahoma, Arkansas,
offshore in the Gulf of Mexico, and internationally, primarily in
Argentina, Brazil and Mexico.  Allis-Chalmers provides directional
drilling services, casing and tubing services, underbalanced
drilling, production and workover services with coiled tubing
units, rental of drill pipe and blow-out prevention equipment, and
international drilling and workover services.

At September 30, 2009, the Company's consolidated balance sheets
showed $1.076 billion in total assets, $582 million in total
liabilities, and $494 million in total shareholders' equity.

                         *     *     *

As reported by the Troubled Company Reporter on July 15, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Allis-Chalmers Energy to 'B-' from 'SD' (selective
default).  The outlook is negative.  At the same time, S&P raised
the issue-level rating on Allis-Chalmers' unsecured notes to 'B-'
(the same as the corporate credit rating) from 'D'.  S&P revised
the recovery rating on this debt to '4' from '3' indicating
expectations of average (30%-50%) recovery of principal in the
event of a payment default.

The TCR said July 9, 2009, Moody's Investors Service affirmed
Allis-Chalmers' B3 Corporate Family Rating, changed its
Probability of Default Rating to B3 from B3/LD, and upgraded its
$225 million 9% senior notes due 2014 to Caa1 (LGD 4, 62%) from
Caa3 (LGD 3, 35%) and its $205 million 8.5% senior notes due 2017
to Caa1 (LGD 4, 62%) from Ca (LGD 4, 40%).  The rating outlook is
stable.


AMERICAN AXLE: Swings to $48.6 Million Net Income in 4th Quarter
----------------------------------------------------------------
American Axle & Manufacturing Holdings Inc. reported $1.98 billion
in total assets and $2.54 billion in total liabilities resulting
to a $560 million stockholders' deficit for the fourth quarter
2009.  The company has $48.5 million net income on $464.0 million
in net sale for three months ended Dec. 31, 2009, compared with
$112.2 million net loss on $503.0 million in net sale for the same
period a year earlier.

AAM's results in the fourth quarter of 2009 were net earnings of
$48.6 million or $0.80 per share.  This compares to a net loss of
$112.1 million, or $2.17 per share, in the fourth quarter of 2008.
In the fourth quarter of 2009, AAM recorded a tax gain of
$48.8 million to recognize the benefit of a special U.S. tax
refund claim related to newly enacted legislation providing for a
special 5-year net operating loss carryback election.  AAM's
results in the fourth quarter of 2008 included a tax expense
provision of $69.5 million, primarily relating to non-cash charges
to establish and adjust valuation allowances on AAM's U.S. and
U.K. deferred tax assets.

AAM's results in the fourth quarter of 2009 also include a net
charge for special items of $8.5 million.  This includes a
$7.7 million non-cash write-off of unamortized debt issuance costs
related to the prepayment of the $250 million Term Loan due 2012.
AAM also recorded pension and postretirement benefit curtailment
gains of $4.3 million and other charges of $5.1 million, primarily
relating to attrition programs and related statutory benefits.

"In 2009, AAM successfully navigated through one of the most
difficult periods in the history of the global automotive
industry.  We achieved transformational improvements in our cost
structure, operating flexibility and capacity utilization. We
stabilized AAM's capital structure by securing new financing
arrangements and ended the year with positive momentum by
returning to profitability in the third and fourth quarters of
2009.  This is powerful validation of our progress in positioning
AAM for continued profitability, stable free cash flow generation
and further diversification of the business," said AAM Co-Founder,
Chairman of the Board & Chief Executive Officer Richard E. Dauch.
AAM's net loss for the full year 2009 was $253.1 million, or $4.81
per share.  This compares to a net loss of $1.2 billion, or $23.73
per share, in 2008.

In 2008 and 2009, AAM incurred special charges, asset impairments
and other non-recurring operating costs related to the
implementation of new labor agreements, hourly and salaried
attrition program activity, plant closures and other actions to
rationalize capacity, redeploy underutilized assets and align
AAM's business to current and projected market requirements. In
total, AAM's 2009 results reflect the impact of charges amounting
to $169.3 million relating to these items, including pension and
other postretirement benefit curtailments and special termination
benefits. This compares to $985.4 million of such charges in 2008.

AAM's full year 2009 results also reflect restructuring costs and
other special items of $17.8 million, primarily relating to the
successful closing of a settlement and commercial agreement with
General Motors Company (GM), the amendment of AAM's senior secured
credit facilities and the write-off of unamortized debt issuance
costs related to the prepayment of the $250 million Term Loan due
2012.

Net sales in the fourth quarter of 2009 were $464.0 million as
compared to $503.0 million in the fourth quarter of 2008.
Customer production volumes for the North American light truck and
SUV programs AAM currently supports for GM and Chrysler were down
approximately 7% in the fourth quarter of 2009 as compared to the
fourth quarter of 2008, substantially all of which is attributable
to lower customer production of mid-sized light truck programs.

Net sales for the full year 2009 were $1.5 billion as compared to
$2.1 billion in 2008.  Customer production volumes for the North
American light truck and SUV programs AAM currently supports for
GM and Chrysler were down approximately 30% in 2009 as compared to
the prior year.  AAM's results in 2009 were adversely impacted by
the extended production shutdowns of GM and Chrysler.  AAM
estimates the reduction in sales and operating income resulting
from these shutdowns to be approximately $304 million and
approximately $95 million, respectively.

AAM's content-per-vehicle is measured by the dollar value of its
product sales supporting GM's North American light truck and SUV
programs and Chrysler's Heavy Duty Dodge Ram pickup trucks.  For
the full year 2009, AAM's content-per-vehicle was $1,403 as
compared to $1,391 in 2008.

AAM's SG&A spending for the full year 2009 was $172.7 million as
compared to $185.4 million in 2008. AAM's R&D spending for the
full year 2009 was $67.0 million as compared to $85.0 million in
2008.

AAM defines free cash flow to be net cash provided by operating
activities and proceeds from the issuance of GM warrants, less
capital expenditures net of proceeds from the sales of equipment
and dividends paid.

Net cash provided by operating activities for the fourth quarter
of 2009 was $37.0 million as compared to net cash used by
operating activities of $65.8 in 2008.  Capital spending, net of
deposits for acquisition of property and equipment and proceeds
from the sale of equipment in the fourth quarter of 2009, was
$21.0 million as compared to $43.4 million in the fourth quarter
of 2008.  Reflecting the impact of this activity, AAM generated
$16.0 million of positive free cash flow for the fourth quarter of
2009 as compared to a use of $110.2 million in 2008.

Net cash provided by operating activities for the full year 2009
was $17.3 million as compared to net cash used by operating
activities of $163.1 in 2008.  In conjunction with the settlement
and commercial agreement with GM, AAM received a $110 million cash
payment from GM in 2009, $79.7 million of which was recorded in
operating activities and $30.3 million of which was recognized as
a financing activity.

For purposes of measuring free cash flow in 2009, AAM includes the
entire $110 million cash payment. Capital spending, net of
deposits for acquisition of property and equipment and proceeds
from the sales of equipment for the full year 2009 was
$136.0 million as compared to $143.9 million in 2008.  Reflecting
the impact of this activity, AAM's free cash flow was a use of
$88.4 million in 2009 compared to a use of $325.3 million in 2008.

A full-text copy of the company's 2009 fourth quarter result is
available for free at http://ResearchArchives.com/t/s?5151

                      About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a world
leader in the manufacture, engineering, design and validation of
driveline and drivetrain systems and related components and
modules, chassis systems and metal-formed products for trucks,
sport utility vehicles, passenger cars and crossover utility
vehicles.  In addition to locations in the United States
(Michigan, New York, Ohio and Indiana), AAM also has offices or
facilities in Brazil, China, Germany, India, Japan, Luxembourg,
Mexico, Poland, South Korea, Thailand and the United Kingdom.

                         *     *     *

As reported by the Troubled Company Reporter on September 24,
2009, Moody's Investors Service raised Axle's Corporate Family
Rating to Caa3 from Ca, and raised the rating on Axle's secured
guaranteed term loan to B3 from Caa2.  Moody's affirmed the
company's Probability of Default Rating at Caa3, and affirmed the
ratings on the unsecured guaranteed notes and the unsecured
convertible notes at Ca.  The Speculative Grade Liquidity Rating
is SGL-4.  The outlook is changed to stable from negative.

The TCR also said Standard & Poor's Ratings Services revised its
outlook on Axle to developing from negative and affirmed its
'CCC+' corporate credit rating and other ratings.


AMR CORP: JAL Opts to Remain with Oneworld Alliance
---------------------------------------------------
Japan Airlines Corp. announced a decision to strengthen its
partnership with American Airlines.  The carriers, both members of
the oneworld alliance, will jointly apply to the U.S Department of
Transportation and the Ministry of Land Infrastructure, Transport
and Tourism of Japan for the approval of antitrust immunity on
transpacific routes.

Upon receiving the approval from the relevant authorities, JAL and
American Airlines intend to enter a joint business venture which
will enhance their scope of cooperation on the routes between the
United States and Japan, through adjustments to their respective
networks, flight schedules, and other business activities,
allowing both carriers to better complement each other to develop
and offer competitive products and quality service to their
customers.

The JAL Group Chief Operating Officer and president, Masaru Onishi
said on this occasion: "We have analyzed this issue in great
detail, and we are excited at the prospects in terms of the
convenience and benefits for our customers. We also firmly believe
that the advantages of this development with American Airlines can
strongly support JAL at a time when we are striving towards the
revival of our business, which we are determined to achieve. We
certainly look forward to a deeper, more mutually-beneficial
relationship with our long-time partner."

As JAL undergoes the process of reorganization, it will seize the
opportunity presented by this partnership to strengthen its
network and further improve its offerings.  From hence forth, in
addition to the joint business agreement with AMR, JAL will also
fortify its relationships with other partners in the oneworld
alliance, so as to provide customers a comprehensive range of
products and services, and become once again, the airline of
customer's choice.

                          About AMR Corp.

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                         *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.

                             About JAL

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

                           *     *     *

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

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

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


APPLETON PAPERS: Supplements Indenture to 11.25% Notes
------------------------------------------------------
Appleton Papers Inc., the guarantors party thereto and U.S.
Bank National Association, as trustee, 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:

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

   * 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
for free 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.


ARENA MEDIA: Files for Reorganization in Manhattan
--------------------------------------------------
Arena Media Networks LLC filed a voluntary petition for Chapter 11
reorganization on February 8 in its Manhattan hometown (Bankr.
S.D.N.Y. Case No. 10-10667).

Arena Media is a provider of video networks at concessions stands
at 52 sports venues.  The petition says assets are less than $10
million while debt exceeds $10 million.


ARENA MEDIA: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Arena Media Networks, LLC
        44 East 30th Street
        New York, NY 10016

Bankruptcy Case No.: 10-10667

Chapter 11 Petition Date: February 8, 2010

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtor's Counsel: Ian R. Winters, Esq.
                  Klestadt & Winters, LLP
                  292 Madison Avenue, 17th Floor
                  New York, NY 10017-6314
                  Tel: (212) 972-3000
                  Fax: (212) 972-2245
                  Email: iwinters@klestadt.com

                  Joseph Corneau, Esq.
                  Klestadt & Winters, LLP
                  292 Madison Avenue, 17th Floor
                  New York, NY 10017
                  Tel: (212) 972-3000
                  Fax: (212) 972-2245
                  Email: jcorneau@klestadt.com

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

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

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Art Williams, chief executive officer
of the Company.


ASARCO LLC: Appeals Court Hears TCEQ-Shapleigh Dispute
------------------------------------------------------
The Third Court of Appeals of the state of Texas heard oral
arguments on the Texas Commission on Environmental Quality's
appeal on District Court Judge Scott Jenkins' order granting Sen.
Eliot Shapleigh's request to release reams of documents regarding
a controversial air quality permit for ASARCO LLC in El Paso.

Sen. Shapleigh, D-El Paso, also sought the release of e-mails and
cell-phone records from TCEQ in 2008, which he asserted would
show that the agency illegally met with ASARCO lawyers while
considering the renewal of ASARCO's air-quality permit, the El
Paso Times reports.

"Here is the case study in how polluters' money, lobbyists and
backdoor dealing in Austin straps taxpayers with billions in
cleanup costs back home," Sen. Shapleigh said.

Brian Berwick, an assistant attorney general representing TCEQ
argued that the environmental agency functions with executive
authority, which means that the Court must respect the separation
of powers between the legislative and executive branches of
government, the San Antonio Express-News reports.

"The Legislature has to keep a respectful distance," Mr. Berwick
has told the Court of Appeals.

"The last executive to hide dirty dealing behind executive
privilege was (President Richard) Nixon at Watergate," Sen.
Shapleigh is quoted by the San Antonio Express-News as saying
after the hearing.  "No agency created by Texans can tell Texans
what they have the right to know," he added.

According to reports, Sen. Shapleigh believes that disclosure of
his sought documents will lead to a criminal investigation of
senior staff members of the TCEQ.

                         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: Pact Provides $194 Mil. for Resource Restoration
------------------------------------------------------------
Secretary of the Interior Ken Salazar related in early December
2009, that an environmental damage settlement with ASARCO LLC
would provide about $194 million for the recovery of wildlife,
habitat and other natural resources managed by Interior, state
and tribal governments at more than a dozen sites around the U.S.

"Through this historic settlement, the American public is
compensated for the damage and loss of natural resources
resulting from ASARCO's past mining, smelting and refining
operations," Mr. Salazar said.  "Were it not for this agreement,
these injured resources would either remain impaired for future
generations or require taxpayer expenditures to achieve
environmental restoration."

"This is a milestone not only for the Federal Government but also
for Interior and its Natural Resource Damage Assessment and
Restoration Program," Mr. Salazar said.  "It exemplifies
government working effectively for the American taxpayer to
recover damages from polluters and restore and protect
significant national landscapes and wildlife resources that have
been injured."

Assistant Secretary for Fish Wildlife and Parks Tom Strickland
called the settlement the type of environmental enforcement
action that ensures that those responsible for polluting the
nation's landscapes and waterways are made to pay for their
actions.  "I want to commend the extraordinary level and amount
of federal, state and tribal cooperation and coordination that
accomplished this settlement," Mr. Strickland said.

Mr. Strickland also thanked representatives on the case teams
that developed the claims, including Interior personnel from the
U.S. Fish and Wildlife Service, Bureau of Land Management and the
Bureau of Indian Affairs, other federal agencies and state and
tribal governments for their professionalism and dedication.
"The settlement demonstrates the ability of Interior's bureaus
and offices to work cooperatively and productively on behalf of
the public -- and especially the taxpayers -- to achieve major
benefits for the environment."

The case teams were supported by scientists from the U.S.
Geological Survey at the Columbia Environmental Research Center
and Patuxent Wildlife Research Center, the NRDAR Program Office
and the Office of the Solicitor.

The $194 million payment is part of the largest environmental
damage bankruptcy case in U.S. history, with parent corporation
Grupo Mexico providing a total of $1.79 billion to resolve the
ASARCO's environmental liabilities from operations that
contaminated land, water and wildlife resources on federal,
state, tribal and private land.

Along with federal, state and tribal co-trustees, Interior
brought claims at more than a dozen sites which were settled
during the ASARCO bankruptcy.  On behalf of co-trustees, Interior
will receive the $194 million and deposit these funds into the
Department's Natural Resource Damage Assessment and Restoration
Fund.  By law, and in consultation and collaboration with co-
trustees, the money will be used to restore, replace, and acquire
the equivalent of the injured natural resources managed by
Interior and jointly managed with state and tribal governments.

The major regional sites in which Interior is involved and the
total settled claim for damages to each are:

  (a) The California Gulch Site in the Upper Arkansas River
      Basin in central Colorado near Leadville encompasses more
      than 15 square miles.  Natural resources injured include:
      surface water, groundwater, fish, migratory birds, and
      supporting ecosystems, including wetlands in floodplain
      areas.  Interior received $5.9 million.  The state of
      Colorado, the co-trustee, also received $5.9 million;

  (b) Bunker Hill Superfund Facility in the Coeur d'Alene Basin
      of Northern Idaho includes extensive public land, water
      and wildlife and migratory bird habitat resources
      administered by Interior's FWS and BLM, the Department of
      Agriculture's U.S. Forest Service and the Coeur d'Alene
      Tribe.  Natural resources that have been injured by the
      mining activities include: surface water, groundwater,
      fish, wildlife, and migratory birds, in particular tundra
      swans, and their supporting ecosystems.  Interior and the
      USDA-Forest Service jointly received $79.5 million.  In
      addition, $28.9 million will be held by the Successor
      Coeur d'Alene Custodial and Work Trust to be used to
      perform work selected by EPA as part of its comprehensive
      remedy at the Coeur d'Alene Site and prioritized by
      Interior and USDA/FS as co-Natural Resource Trustees;

  (c) The Ray Mine/Hayden Smelter Site is located in
      east-central Arizona near the towns of Kelvin and Hayden.
      Affected areas include Mineral Creek within the Ray Mine
      to its confluence with the Gila River and approximately 40
      miles of the Gila River from the Hayden Smelter downstream
      to the Ashurst-Hayden dam.  Natural resources that have
      been injured by mining activities include: surface water,
      groundwater, fish, and migratory bird and supporting
      ecosystem functions necessary for threatened and
      endangered species.  Interior and the State of Arizona
      have jointly received $3.8 million.  Interior received
      about $266,000 to reimburse past assessment costs.  In
      addition, the settlement provides that ASARCO will convey
      by quit claim deed to the Arizona Game and Fish Commission
      three tracts of land totaling 995 acres and any associated
      water rights;

  (d) Southeast Missouri Lead Mining District spans multiple
      counties from 40 to 90 miles south southwest of St. Louis,
      Missouri and is located in the Big River/Meramec River,
      Black River, and St Francois River watersheds.  It is one
      of the largest lead producing regions of the world.
      Natural resources affected by mining-related contamination
      include surface water, groundwater, fish, migratory birds,
      endangered species of fresh-water mussels and their
      supporting ecosystems, including sediment and floodplain
      areas.  Interior and the State of Missouri jointly
      received $41.2 million for natural resource damages at
      five sites in the District.  Interior received
      approximately $274,000 to reimburse past assessment costs;

  (e) Tri-State Mining District spans 2,500 square miles,
      including parts of southeast Kansas, southwest Missouri
      and northeast Oklahoma.  The District is located in the
      Spring River and Neosho River watersheds, both of which
      flow generally south, terminating in the headwaters of
      Grand Lake O' the Cherokee.  Natural resources affected by
      mining-related contamination include surface water, fish,
      migratory birds, freshwater mussels and threatened and
      endangered species and their supporting habitat, like
      sediments.  Interior, the states of Missouri, Kansas and
      Oklahoma and six American Indian tribes jointly received
      $62.4 million for natural resource damages in the
      District.  Interior received $2.3 million to reimburse
      past assessment costs; and

  (f) Montana Custodial Trust: East Helena Site, Black Pine
      Site, and Iron Mountain Sites, Montana.  Interior filed
      and settled claims for natural resource damages at these
      properties owned by ASARCO, which has agreed to transfer
      them to the Montana Custodial Trust that will be funded so
      that the environmental claimants may implement appropriate
      response, reclamation, and natural resource damage
      restoration actions.  Interior, the State of Montana and
      the US EPA are the beneficiaries of the trust while
      USDA-Forest Service also has a coordinating role.  The
      custodial trustee is the Montana Environmental Trust
      Group, LLC, which will administer the Custodial Trust and
      its accounts.  Trust resources include migratory birds and
      threatened and endangered species, like the Bull Trout.
      The East Helena Smelter Site is in west-central Montana,
      south of East Helena in Lewis and Clark County.  Interior
      has an independent claim of $706,000 to fund natural
      resource restoration and future oversight costs.  EPA
      continues to plan and conduct its remedial action on site.
      The Black Pine/Combination Mining district is about 10
      miles northwest of Phillipsburg, Montana in Granite
      County.  Interior trust resources include migratory birds
      and threatened and endangered species, including the Bull
      Trout and Canada Lynx.  Interior has an independent claim
      of $61,000 for natural resource restoration and future
      oversight costs.  The state of Montana is the lead agency
      to clean up the site.  The Iron Mountain Mining District
      is north of Superior, Montana in Mineral County.  Interior
      has an independent claim of $36,000 for natural resource
      restoration and future oversight costs

Each site covered by the settlement is at a different point in
the restoration planning process, which will determine when
restoration work will take place on the ground.

                         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: Pledges to Prevent Dust Violations in Arizona
---------------------------------------------------------
ASARCO LLC has promised to reduce the dust blowing off from its
Mission Mine into neighborhoods in Sahuarita, Arizona, the
Arizona Daily Star reports.  To achieve this goal, ASARCO has
assured that it will modify its tailings-dam construction
practices.

In a separate report, the Associated Press notes that Pima County
Department of Environmental Quality issued two violation notices
to ASARCO after residents complained of respiratory elements
after incidents of dust blowing into the neighborhood.  Company
officials, however, assured the residents that samples from the
tailings dam, Rancho Resort and ground soil in Green Valley were
low in metals.

Pima Court previously denied ASARCO's request for extension to
explain their moves in preventing future dust violations.

According to the AP report, a lab analysis by University of
Arizona environmental science professor, Raina Maier, shows the
dust that blew into the residents' yards and homes is not
dangerous.

"We feel very much a part of this community, given that the
majority of our 2,200 employees live in and around the Tucson
area," ASARCO president and CEO Manuel Ramos is quoted by the
Daily Star.  "We are acting rapidly to address both the immediate
and long-term concerns related to blowing dust from our
tailings," he added.

ASARCO has told county officials it would adjust its process and
procedures, among other things, for more effective dust control,
including adding much wetter tailings, with up to 50 percent
water to prevent the dust from blowing off.

                         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)


ASAT HOLDINGS: Receives Majority Consent to Amend Terms of Notes
----------------------------------------------------------------
ASAT Holdings Limited has received consents from holders owning
59.05% in principal amount of the 9.25% Senior Notes due 2011 to
amend the indenture governing the Existing Notes.  Subsequent to
receiving majority consent from holders of the Existing Notes, the
Company has completed the sale to Global A&T Electronics Ltd., the
nominee and the immediate parent of United Test and Assembly
Center Ltd., of all the shares in ASAT Limited, the Company's
wholly owned subsidiary, which is itself the indirect parent of
ASAT Semiconductor (Dongguan) Limited, the only operating
subsidiary of the Company.  ASAT Limited is a global provider of
semiconductor package design, assembly and test services.

As part of the transaction, GATE also purchased a loan receivable
by the Company in the amount of $226.4 million from ASAT Limited,
and a loan receivable by ASAT Finance in the amount of
$171.0 million, also from ASAT Limited.  In addition, the single
share of ASAT Finance, the issuer of the Existing Notes, was
transferred to the Company, such that ASAT Finance became a direct
subsidiary of the Company and was not transferred to GATE as part
of the transactions set forth above.

As a consequence of the above transactions, the assets of the
Company consist only of the net proceeds of the sale of the shares
of ASAT Limited and the Company's loan receivable as well as the
shares of ASAT Finance and the shares of Newhaven Limited, a
dormant British Virgin Islands company with certain dormant direct
and indirect subsidiaries.  The assets of ASAT Finance comprise
the net proceeds of the sale of the loan receivable of ASAT
Finance.  The net proceeds of the sale, including US$5 million
that have been placed in escrow for 60 days against warranty
claims and deficiency of working capital below a specified amount,
are approximately US$44.6 million.  The liabilities of the Company
include its obligations as a guarantor under the Existing Notes
and a borrower under a certain purchase money loan, plus certain
debts to professional advisors.  The liabilities of ASAT Finance
consist of its obligations as issuer of the Existing Notes as well
as a guarantor under the PMLA subject to certain limitations.

It is the intention of the Company as soon as possible to appoint
a liquidator and to enter into a members' voluntary liquidation
under the laws of the Cayman Islands.  The liquidator is expected
to distribute the proceeds of the Sale Process to the stakeholders
of the Company and of ASAT Finance and then to wind up the Company
and ASAT Finance.  As the proceeds of the Sale Process will not be
sufficient to satisfy the obligations of the Company and of ASAT
Finance to the holders of the Existing Notes and the lenders under
the PMLA it is expected that the shareholders of the Company will
not receive anything in the distribution of the proceeds from the
Sale Process.

Commencement of a members' voluntary liquidation will require the
approval of the shareholders of the Company as a special
resolution. Notice will be sent to shareholders shortly informing
them of the holding of an Extraordinary General Meeting for this
purpose.

GATE intends to change the name of ASAT Semiconductor (Dongguan)
Limited to UTAC Dongguan Limited, and ASAT Limited to UTAC Hong
Kong Limited as soon as possible.

                    About ASAT Holdings Limited

ASAT Holdings Limited (OTC Bulletin Board: ASTTY) --
http://www.asat.com/-- is a global provider of semiconductor
package design, assembly and test services. With 20 years of
experience, the Company offers a definitive selection of
semiconductor packages and world-class manufacturing lines. ASAT's
advanced package portfolio includes standard and high thermal
performance ball grid arrays, leadless plastic chip carriers, thin
array plastic packages, system-in-package and flip chip. ASAT was
the first company to develop moisture sensitive level one
capability on standard leaded products.  The Company has
operations in the United States, Asia and Europe.


ASAT HOLDINGS: To Convene General Meeting on February 11
--------------------------------------------------------
ASAT Holdings Limited will convene an extraordinary general
meeting on Feb. 11, 2010, at 11:30 a.m., at Zhen An Hi-Tech
Industrial Park, Zhen An Road, Chang An Town, Dongguan City,
Guangdong to commence a members' voluntary liquidation.

According to a letter sent to the company's shareholders, if
company is insolvent in that it cannot pay its debts as they fall
due, an ordinary resolution of the company's shareholders in
required in order to place thecCompany into voluntary winding up.

                    About ASAT Holdings Limited

ASAT Holdings Limited (OTC Bulletin Board: ASTTY) --
http://www.asat.com/-- is a global provider of semiconductor
package design, assembly and test services. With 20 years of
experience, the Company offers a definitive selection of
semiconductor packages and world-class manufacturing lines.
ASAT's advanced package portfolio includes standard and high
thermal performance ball grid arrays, leadless plastic chip
carriers, thin array plastic packages, system-in-package and flip
chip.  ASAT was the first company to develop moisture sensitive
level one capability on standard leaded products.  The Company has
operations in the United States, Asia and Europe.

The Company has suffered recurring losses from operations and is
in breach of certain covenants of its 9.25% Senior Notes due 2011
issued through its indirect wholly owned subsidiary New ASAT
(Finance) Limited and the Purchase Money Loan Agreement with
certain lenders to the Company.

In September 2009, the Company expanded the restructuring plan to
incorporate strategic alternatives, including a possible sale of
the whole Company or a partial sale or other form of financing.
The Company has hired Macquarie Capital Partners to conduct the
exercise, and several potential investors are currently engaged in
the process of due diligence.


ASAT HOLDINGS: To Hold Shareholders Meeting on February 11
----------------------------------------------------------
ASAT Holdings Limited has scheduled an Extraordinary General
Meeting of shareholders for Thursday, February 11, 2010, at
11:30 a.m. China Standard Time.  The meeting will be held at the
offices of ASAT Semiconductor (Dongguan) Limited at Zhen An Hi-
Tech Industrial Park on Zhen An Road in Chang An Town, Dongguan
City, Guangdong Province, 523850, People's Republic of China.

Shareholders of record at the close of business on February 5,
2010, have been sent a copy of the definitive proxy statement.
Shareholders will be requested to consider, and if thought fit, to
pass the following as ordinary resolutions:

THAT the Company be placed into voluntary winding up; and

THAT Kris Beighton of KPMG, 2nd Floor, Century Yard, Cricket
Square, Grand Cayman, Cayman Islands, and Patrick Cowley of 8th
Floor, Prince's Building, 10 Chater Road, Central, Hong Kong, be
appointed joint voluntary liquidators of the Company with the
power to act jointly and severally for the purposes thereof.

                       About ASAT Holdings

With headquarters in Hong Kong and Dongguan, China, and Milpitas,
California, ASAT Holdings Limited (Pink Sheets: ASTTY) --
http://www.asat.com/-- is a global provider of semiconductor
package design, assembly and test services. With 20 years of
experience, the Company offers a definitive selection of
semiconductor packages and world-class manufacturing lines. ASAT's
advanced package portfolio includes standard and high thermal
performance ball grid arrays, leadless plastic chip carriers, thin
array plastic packages, system-in-package and flip chip. ASAT was
the first company to develop moisture sensitive level one
capability on standard leaded products.  The Company has
operations in the United States, Asia and Europe.


ATLANTIC MARINE: Moody's Affirms 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service has affirmed all the ratings of Atlantic
Marine Holding Company including the corporate family and first
lien bank debt ratings of B2.  The ratings outlook remains stable.

The B2 corporate family rating reflects the company's small size
and dependence on the volatile ship Maintenance, Repair, Overhaul,
& Conversion business, juxtaposed to a moderate leverage level as
of September 2009.  A history of debt funded dividends also
restrains the rating when compared to the company's relatively
strong credit metrics for the rating level at present.  The
foregoing statement acknowledges that Atlantic Marine's sponsor,
J.F.  Lehman, funded two acquisitions in early 2009 with $22
million of equity.  The rating also takes into consideration the
suspension of work on the AHL tanker fabrication contract in late
2009 that has lowered backlog and increased the revenue stream's
exposure to MROC volatility.

The ratings outlook remains stable.  Though backlog has fallen,
the company possesses an adequate liquidity profile and its
respectable 2009 earnings level, which was largely MROC driven,
should not substantially decline in 2010.  Ongoing ship
maintenance needs, which are in part mandated by regulatory
requirements, and an active bidding pipeline, add confidence that
the earnings decline resulting from AHL work suspension should be
manageable within the B2 rating band.

Downward pressure on the ratings or outlook would mount if
financial ratio covenant test headroom levels were to materially
tighten with upcoming test step-downs, or if an expectation were
to develop that leverage could rise to the mid 4.0 times level.
Upward pressure on the ratings or outlook would depend on a
significantly higher backlog to revenues ratio, and an expectation
that leverage could be sustained below 3.0 times across the cycle.

Other ratings affirmed:

* Probability of default B3

* $45 million first lien revolving credit facility due 2013, B2
  LGD 3, 36%

* $180 million first lien term loan due 2014, B2 LGD 3, 36%

Atlantic Marine Holding Company, headquartered in Jacksonville,
FL, is a provider of ship maintenance, repair, overhaul, and
conversion and marine fabrication services for U.S. Navy,
government, commercial and offshore oil and gas industry vessels.
The company operates shipyards and dry docking facilities in
Jacksonville FL, Mobile AL, Mayport FL, Boston MA, Philadelphia
PA, and Moss Point MS.  Last twelve months ended September 2009
revenues were $349 million.


AVISTAR COMMUNICATIONS: Awards $250,000 Bonus to Dr. Rodde
----------------------------------------------------------
Elias MurrayMetzger, Chief Financial Officer, Chief Administrative
Officer & Corporate Secretary of Avistar Communications
Corporation, reports that on February 3, 2010, Dr. Anton F. Rodde
was awarded bonus compensation of $250,000 to be paid February 12,
2010, as a result of the completion of the sale of substantially
all of Avistar's intellectual property portfolio.  The bonus
compensation amount was determined by Robert Kirk, Chief Executive
Officer, on February 3, 2010.  Mr. Kirk was authorized to
determine the bonus amount by the Compensation Committee of the
Board of Directors.

Dr. Rodde joined Avistar as President of CPI in December 2003.
Prior to joining CPI, Rodde was President and CEO of Western Data
Systems, where he led the introduction and penetration of mission-
critical enterprise software into the aerospace and defense
industry.  Dr. Rodde was also president and general manager of
several subsidiaries of Teknekron Corporation and began his career
at AT&T where he held a variety of technical and management
positions.  His academic credentials include a M.S. and Ph.D. in
physics from Illinois Institute of Technology, and a B.S. in
physics from Benedictine University.

                   About Avistar Communications

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

As of December 31, 2009, the Company had $1.956 million in total
assets against $15.570 million in total liabilities, resulting in
stockholders' deficit of $13.614 million.  Avistar's December 31
balance sheet showed strained liquidity: the Company had $1.677
million in total current assets against $15.497 million in total
current liabilities.

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


BACHRACH ACQUISITION: Gets OK to Hold an February 22 Auction
------------------------------------------------------------
Bachrach Acquisitions, LLC, has scheduled an auction for the sale
of all of its assets.  Chief U.S. Bankruptcy Judge Stuart M.
Bernstein of the Southern District of New York issued an order
allowing Bachrach to schedule a sale of its assets.  An auction
will be held at the offices of Platzer, Swergold, Karlin, Levine,
Goldberg & Jaslow in New York on Monday, February 22, 2010,
starting at 10:00 a.m. Eastern Standard Time.  Chief Judge
Bernstein also scheduled a hearing on February 23 to review the
auction results.

Bachrach also filed notice with the court that it has received a
bid to purchase all of its assets from B & B Bachrach LLC.  This
bid sets the floor price for the sale and the Debtor is seeking
higher and better bids prior to and at the auction.

"This action is a necessary and responsible step to obtain the
best value for all of our stakeholders," said Brian Lipman, CEO of
Bachrach Acquisitions, LLC.

Any other interested parties are asked to submit qualifying bids
to the Debtor's legal counsel no later than February 18 at
5:00 p.m. Eastern Standard Time.  Qualified bidders will be
allowed to participate in the auction.  Any parties interested in
learning more should contact the Debtor's Legal Counsel or
Financial Advisor for additional information.

The company's legal counsel is Henry Swergold and Clifford Katz of
Platzer, Swergold, Karlin, Levine, Goldberg & Jaslow, LLP and the
company's financial adviser is Lee Diercks of Clear Thinking Group
LLC.

                    About Bachrach Acquisition

Headquartered in New York City, Bachrach Acquisition, LLC --
http://www.bachrach.com/-- sells men's apparel and has stores in
13 states.

The Company filed for Chapter 11 on May 6, 2009 (Bankr. S.D.N.Y.
Case No. 09-12918).  Clifford A. Katz, Esq., Evan J. Salan, Esq.,
Henry G. Swergold, Esq., and Teresa Sadutto-Carley, Esq., at
Platzer, Swergold, Karlan, Levine, Goldberg & Jaslow, LLP,
represent the Debtor in its restructuring effort.  The formal
lists of assets and liabilities show assets on the books for
$20.2 million and debt totaling $24.2 million, including
$8.1 million secured as of the petition date.


BANK OF AMERICA: Andrew Cuomo Files Suit on Merrill Takeover
------------------------------------------------------------
Attorney General Andrew M. Cuomo, joined by Special Inspector
General for the Troubled Asset Relief Program Neil Barofsky,
announced February 4 a lawsuit against Bank of America, its former
CEO Kenneth D. Lewis, and its former CFO Joseph L. Price for
duping shareholders and the federal government in order to
complete a merger with Merrill Lynch.  According to the lawsuit,
Bank of America's management intentionally failed to disclose
massive losses at Merrill so that shareholders would vote to
approve the merger. Once the deal was approved, Bank of America's
management manipulated the federal government into saving the deal
with billions in taxpayer funds by falsely claiming that they
would back out of the deal without bailout funds.

"This merger is a classic example of how the actions of our
nation's largest financial institutions led to the near-collapse
of our financial system," said Attorney General Cuomo. "Bank of
America, through its top management, engaged in a concerted effort
to deceive shareholders and American taxpayers at large. This was
an arrogant scheme hatched by the bank's top executives who
believed they could play by their own set of rules. In the end,
they committed an enormous fraud and American taxpayers ended up
paying billions for Bank of America's misdeeds."

"The events surrounding the Bank of America/Merrill Lynch merger
and the United States Government's investment in Bank of America
through the Troubled Asset Relief Program are an important part of
the history of the financial crisis," said Special Inspector
General Neil Barofsky. "Attorney General Cuomo and his staff,
working hand in hand with the law enforcement agents of SIGTARP,
quickly identified the important shareholder and taxpayer
interests at stake in the disclosures surrounding the merger and
meticulously pieced together the evidence that supports the
historic charges filed today. The close partnership between the
New York Attorney General's Office and SIGTARP in this case stands
as a tremendous example of how well the public's interests can be
served through effective State and Federal coordination, and
should send a powerful message that we will work tirelessly to
hold accountable those who have engaged in misconduct relating to
the response to this National crisis."

Bank of America announced its plan to buy Merrill Lynch on
September 15, 2008 and a shareholder vote to approve the
transaction was scheduled for December 5, 2008. However, by the
day of the shareholder vote, Merrill had incurred disastrous
actual losses of more than $16 billion. Bank of America's top
management, including CEO Lewis and CFO Price, knew about these
massive losses and that additional losses were forthcoming.
Despite the fact that this information would be important to
shareholders, the bank's management chose not to disclose this
information so that shareholders would approve the merger.

After shareholders approved the deal, Lewis then misled federal
regulators by telling them that the bank could not complete the
merger without an extraordinary taxpayer bailout due to
accelerated losses from Merrill. However, between the time that
the shareholders had approved the deal and the time that Lewis
sought a taxpayer bailout, Merrill's actual losses had only
increased by another $1.4 billion. The bank also threatened
federal officials that they would terminate the merger agreement
based on a material adverse change in Merrill's financial
condition, even though the bank knew that such an attempt would
likely be futile.

As a result of their efforts, Bank of America received more than
$20 billion in taxpayer aid. The bank's management cannot explain
why they did not disclose Merrill's massive losses to shareholders
even though the merger with Merrill would have threatened the
bank's very existence if there had been no taxpayer bailout.

Furthermore, the lawsuit alleges the following:

   * Shortly before the shareholder vote, Price ignored a warning
     from the bank's Corporate Treasurer, Jeffrey Brown, who told
     Price that, "I didn't want to be talking [about Merrill's
     losses] through a glass wall over a telephone."

   * The bank's management failed to tell shareholders that it was
     allowing Merrill to pay $3.57 billion in bonuses. The amount,
     criteria, and timing of the bonus payments were omitted from
     the proxy. The bonuses were distributed in a manner that was
     completely inconsistent with Merrill's prior practice, and in
     the worst year in Merrill's history.

   * The bank's management did not tell the bank's lawyers about
     the full extent of Merrill's losses before the shareholder
     vote. For example, the bank's former General Counsel, Timothy
     Mayopoulos, was intentionally mislead about the size and
     nature of Merrill's losses. After the shareholder vote, when
     Mayopoulos learned of the actual losses, he attempted to
     confront Price but was summarily terminated.

   * In the course of the Attorney General's investigation, Lewis
     and other executives misled investigators about their conduct
     during and after the shareholder vote.

In the process of acquiring Merrill Lynch, Bank of America's
management intentionally misled its shareholders, its Board of
Directors, its lawyers, and United States taxpayers. The lawsuit
filed today in New York State Supreme Court seeks monetary relief
and injunctions from Bank of America, Lewis, and Price.

The Attorney General thanked Special Inspector General for the
Troubled Asset Relief Program Neil Barofsky and his staff for
their partnership and hard work throughout the investigation. The
Attorney General also thanked the Securities and Exchange
Commission ("SEC") and noted that today the SEC is announcing a
proposed corporate settlement with Bank of America (See SEC Lit.
Release #21407). Cuomo stated, "I support the SEC's proposed
settlement of its pending actions against Bank of America. The
corporate governance provisions of that settlement are important
reforms for Bank of America and ensure that safeguards against
future violation of the law will be implemented immediately and
will not have to await the conclusion of the case we are filing
today."

The investigation was conducted by Assistant Attorneys General
Vicki Andreadis, Thomas Teige Carroll, Pamela Lynam Mahon,
Christopher Mulvihill, and Ethan Zlotchew, under the supervision
of Special Deputy Attorney General for Investor Protection David
A. Markowitz.

A copy of the lawsuit can be found at:

   http://www.ag.ny.gov/media_center/2010/feb/BoA_Complaint.pdf

                           *     *     *

When Bank of America's board met to approve the acquisition of an
investment bank on Sept. 15, 2008, members thought they were going
to buy Lehman Brothers Holdings Inc., not Merrill Lynch, Bloomberg
News cited Mr. Cuomo as saying in his complaint against BoA and
its officers.

                       About Bank of America

Based in Charlotte, North Carolina, Bank of America --
http://www.bankofamerica.com/-- is one of the world's largest
financial institutions, serving individual consumers, small and
middle market businesses and large corporations with a full range
of banking, investing, asset management and other financial and
risk-management products and services.  The Company serves more
than 59 million consumer and small business relationships with
more than 6,100 retail banking offices, nearly 18,700 ATMs and
online banking with nearly 29 million active users.  Following the
acquisition of Merrill Lynch on January 1, 2009, Bank of America
is among the world's leading wealth management companies and is a
global leader in corporate and investment banking and trading
across a broad range of asset classes serving corporations,
governments, institutions and individuals around the world.  Bank
of America offers support to more than 4 million small business
owners.  The Company serves clients in more than 150 countries.
Bank of America Corporation stock is a component of the Dow Jones
Industrial Average and is listed on the New York Stock Exchange.

BofA sought government backing in completing its acquisition of
Merrill Lynch.  Merrill Lynch & Co. Inc. -- http://www.ml.com/--
is a wealth management, capital markets and advisory companies
with offices in 40 countries and territories.

                           *     *     *

BofA has received US$45 billion in government bailout money since
the economic collapse in 2008.

As reported by the Troubled Company Reporter on March 27, 2009,
Moody's Investors Service lowered the senior debt rating of Bank
of America Corporation to A2 from A1, the senior subordinated debt
rating to A3 from A2, and the junior subordinated debt rating to
Baa3 from A2.  The preferred stock rating was downgraded to B3
from Baa1.  The holding company's short-term rating was affirmed
at Prime-1.

Bank of America reported a third-quarter 2009 net loss of
$1.0 billion.  After deducting preferred dividends of
$1.2 billion, including $893 million related to dividends paid to
the U.S. government, the diluted loss per share was $0.26.


BALLY TOTAL: Names Former UA Executive Dennis Cary as Sr. VP & CMO
------------------------------------------------------------------
The Associated Press reports that Bally Total Fitness selected
Dennis Cary, former executive of United Airlines, as its senior
vice president and chief marketing officer.

                     About Bally Total Fitness

Bally Total Fitness operates nearly 300 fitness centers across the
United States.  With more than 3 million active members and over
30 years of experience, Bally is among the most popular health
club brands in America.  The professionals at Bally Total Fitness
help motivate members to improve their physical health and reach
their personal fitness goals with many affordable membership
choices -- including options with no long-term commitment.

Bally Total and its affiliates filed for Chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged Chapter 11 plan.  The Bankruptcy Court confirmed the
Company's Chapter 11 plan and the Company emerged from bankruptcy
October 1, 2007.

Bally Total Fitness Holding Corp. and its debtor-affiliates and
subsidiaries again filed voluntary petitions under Chapter 11 on
December 3, 2008 (Bankr. S.D.N.Y., Lead Case No. 08-14818).
Their counsel is Kenneth H. Eckstein, Esq., at Kramer Levin
Naftalis & Frankel LLP, in New York.  As of September 30, 2008,
the Company (including non-debtor affiliates) had consolidated
assets totaling approximately $1.376 billion and recorded
consolidated liabilities totaling approximately $1.538 billion.

Bally Total Fitness Holding and its 42 debtor-affiliates delivered
their Joint Plan of Reorganization and Disclosure Statement with
the U.S. Bankruptcy Court for the Southern District of New York on
June 10, 2009.  The Plan was confirmed August 19, 2009, and the
Company emerged from bankruptcy September 1, 2009.


BEAZER HOMES: Earns $47.99 Million in Fourth Quarter 2009
---------------------------------------------------------
Beazer Homes USA Inc. reported $47.99 million net income on
$218.78 million of total revenue for the three months ended
December 31, 2009, compared with $80.27 million net loss on
$218.16 million of total revenue for the same period in 2008.

The Company reported $2.02 billion in total assets and
$1.77 billion in total liabilities, resulting to a $250.0 million
stockholders' equity, as of Dec. 31, 2009.

The Company said its sources of cash liquidity include, but are
not limited to, cash from operations, proceeds from Senior Notes
and other bank borrowings, the issuance of equity securities and
other external sources of funds.  The Company's short-term and
long-term liquidity depend primarily upon its level of net income,
working capital management and bank borrowings.

Consistent with the seasonal nature of the Company's business, the
Company used $74.6 million in cash during the three months ended
December 31, 2009, primarily for the payment of liabilities
incurred during the fourth quarter of the prior fiscal year.  The
Company's liquidity position consisted of $432.7 million in cash
and cash equivalents as of December 31, 2009.

The Company's net cash used in operating activities for the three
months ended December 31, 2009, was $59.3 million primarily due to
significant reductions in trade accounts payable and other
liabilities.  For the three months ended December 31, 2008, net
cash used in operating activities was $111.9 million.  Based on
the applicable year's closings, as of December 31, 2009, the
Company's land bank includes a 7 year supply of owned and optioned
land/lots for current and future development.  The Company's
ending land bank includes 29,784 owned and optioned lots and
represents 3% and 19% decreases from the land bank as of
September 30, 2009, and December 31, 2008, respectively.  As the
homebuilding market declined, the Company was successful in
significantly reducing its land bank through the abandonment of
lot option contracts, the sale of land assets not required in our
homebuilding program and through the sale of new homes.  The
decrease in the number of owned lots in our land bank from
December 31, 2008, related to the Company's decision to eliminate
non-strategic positions to align the company's land supply with
the Company's expectations for future home closings.

Net cash used in investing activities was $4.1 million for the
three months ended December 31, 2009 compared to $22.3 million for
the three months ended December 31, 2008.  For the three months
ended December 31, 2009, the company strategically increased our
investment in certain of its unconsolidated joint ventures whereas
the 2008 use of cash was primarily to increase the amount of cash
restricted under its revolving credit and letter of credit
facilities.

During fiscal 2009, the company reduced the size of its Secured
Revolving Credit Facility to $22 million.  The Company has also
entered into four stand-alone, cash-secured letter of credit
agreements with banks.  These facilities will continue to provide
for future working capital and letter of credit needs
collateralized by either cash or assets of the Company at its
option, based on certain conditions and covenant compliance.  As
of December 31, 2009, the Company has secured its letters of
credit under these facilities using cash collateral which is
maintained in restricted accounts of $47.2 million.  In addition,
the Company has elected to pledge approximately $1.0 billion of
inventory assets to its revolving credit facility.

Net cash used in financing activities was $11.3 million for three
months ended December 31, 2009, as compared to $13.3 million for
the three months ended December 31, 2008.  In both periods, the
cash used in financing activities related primarily to the
repayment of certain secured notes payable and model home
financing obligations and the payment of debt issuance costs.

A full-text copy of the Company's fourth quarter report on Form
10-Q is available for free at http://ResearchArchives.com/t/s?5152

                        About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

At September 30, 2009, Beazer had $2,029,410,000 in total assets,
including $507,339,000 in cash and cash equivalents, against
$1,832,855,000 in total liabilities, resulting in $196,555,000 in
stockholders' equity.  Beazer had $374,851,000 in stockholders'
equity at September 30, 2008.

                             *   *   *

According to the Troubled Company Reporter on January 12, 2010,
Standard & Poor's Ratings Services assigned its 'CC' issue rating
and its '6' recovery rating to Beazer Homes USA Inc.'s proposed
$50 million 7.5% mandatory convertible subordinated notes due
2013.  Beazer will use proceeds from the new notes, as well as a
proposed $90 million equity offering, to redeem $127 million of
senior notes due 2011, which the company can call at par.


BERNARD MADOFF: Penthouse Apartment to Be Sold
----------------------------------------------
Bloomberg News reports that Bernard L. Madoff's penthouse
apartment on the Upper East Side of Manhattan is under contract at
an undisclosed price.  The apartment is being sold by the U.S.
Marshals Service.

                   About Bernard L. Madoff

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

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

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

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

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

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


BI-LO LLC: Eyes Emergence as Stand-Alone Entity by Mid-April
------------------------------------------------------------
Bi-Lo said it aims to exit from Chapter 11 protection by mid-April
as a stand-alone company.

Meanwhile, Bi-Lo said it will close seven locations in South
Carolina, including its Mullins store.  About 400 people work at
the seven stores that will be affected by the closings.

The chain is closing the stores "as part of the company's regular
review of store profitability and to focus its resources,"
according to a press release.

                            About BI-LO

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

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

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


BLUEGOLD CAPITAL: Downplays Rumors on Big Losses, Liquidation
-------------------------------------------------------------
BlueGold Capital Management LLP said widespread rumors of big
losses and position liquidation by the firm were false.  It said
in an e-mail to Dow Jones that "it's business as usual" in
response to speculation of possible losses and position
liquidation by the firm.  "There is nothing going on," the Dow
Jones cited Pierre Andurand, BlueGold's chief investment officer
and managing partner, as saying.

BlueGold Capital Management LLP (BlueGold) is a London-based hedge
fund manager focusing on commodities with a special emphasis on
the energy complex and oil derivatives.


BOMBARDIER INC: Fitch Expects to Put 'BB+' Rating on $1 Bil. Notes
------------------------------------------------------------------
Fitch Ratings expects to assign a rating of 'BB+' to Bombardier
Inc.'s planned issuance of $1 billion of senior unsecured fixed-
rate notes with maturities not to exceed 10 years.  Proceeds from
the new debt will be available to fund a tender offer for up to
$550 million of existing debt due between 2012 and 2014 and to
support BBD's liquidity.  BBD has the option to increase the
tender offer up to $1.25 billion.  The Rating Outlook is Negative.
As of Oct. 31, 2009, BBD's outstanding debt and preferred stock
totaled approximately $4.6 billion.

The Negative Outlook incorporates concerns about the timing of a
rebound in BBD's aerospace markets and near-term pressure on free
cash flow.  Free cash flow before dividends through the first nine
months of fiscal 2010 was negative $727 million and was expected
by BBD to be negative for the full year.  Free cash flow at
Bombardier Aerospace will be affected during the next several
years by higher capital expenditures to support ongoing new
product development for key programs, especially the CSeries,
CRJ1000 NextGen and Learjet 85 aircraft.  Expenditures for other
programs are being closely controlled while BA addresses the slump
in its aerospace business.  As a result of the increased capital
spending as well as higher working capital requirements, Fitch
anticipates that BBD's free cash flow could be pressured in early
fiscal 2011 until its working capital position improves and BA's
aerospace markets stabilize, although the timing is uncertain.
Working capital has recently been a material use of cash at both
BT and BA due to a slowing of deliveries and the timing of
inventory build and customer advances on new orders, including a
buildup of CRJ1000 NextGen aircraft at BA.  First delivery of the
CRJ1000 NextGen aircraft was delayed into the second half of
fiscal 2011 due to a problem with rudder controls that prompted
the suspension of flight testing.  The resolution of the problem,
together with progress on other work at both BA and BT, would
eventually support a return to positive cash flow.

BBD's new debt will provide additional liquidity as BA deals with
the decline in free cash flow, which is also being affected by
lower revenue related to a decline in deliveries of business jets
and regional aircraft.  Deliveries could be especially weak during
the first half of fiscal 2011, reflecting significant net
cancellations for business jets in the first half of fiscal 2010.
On a positive note, net orders turned slightly positive in the
third quarter.  Orders for regional jets also slowed in fiscal
2010 due to lower passenger traffic and financial difficulties at
the airlines, prompting BA to announce production cuts in December
2009.  There are signs that the business jet market is beginning
to stabilize, including a fall-off in cancellations, improving
utilization rates and lower inventories of used jets industry-
wide.  BBD's total inventories of new and used aircraft remains
high by historical standards.  Used jet inventory is down but does
not include used jets financed off-balance sheet under sale-
leaseback facilities that are actively used.  The high inventory
of used jets is partly offset by a modest decline in new aircraft
inventory since it peaked the first quarter of fiscal 2010.

Other rating concerns include inherent risks pertaining to new
aircraft launches, project risk on Transportation contracts, the
effect of currency exchange rate volatility on financial results
and planning, and large pension contributions.  Contingent
liabilities related to past aircraft financing represents another
concern as highlighted by the Mesa bankruptcy filing.  BBD's
direct exposure to Mesa should be manageable, but its ultimate
exposure through credit and residual value guarantees is
uncertain.  The Mesa bankruptcy could hurt valuations throughout
the regional aircraft industry depending on how the bankruptcy
develops.  The risk is mitigated by the timing of BBD's contingent
liabilities which are spread out over time.

The ratings could be downgraded if demand for business jets
remains depressed for a sustained period, if BBD's transportation
markets are affected significantly by market conditions, or if
cash deployment for capital expenditures or other uses contributes
to higher leverage or a reduction in BBD's liquidity.  On the
other hand, the Rating Outlook could return to Stable if
conditions in BBD's aerospace markets stabilize and begin to
improve or if BBD is able to reduce its cost structure
sufficiently to rebuild its free cash flow.

BBD still has substantial liquidity, helping to offset near-term
concerns about free cash flow.  At Oct. 31, 2009, BBD maintained
approximately $3 billion of unrestricted cash balances and
availability under a $500 million bank revolver that was added
during fiscal 2010.  Cash balances do not include $781 million of
restricted cash related to its letter of credit (LOC) facilities.
Restricted cash balances are not available for liquidity purposes
or for the benefit of unsecured bondholders.  BBD's liquidity
benefits from a debt structure in which there are few maturities
until 2012, before considering debt repayment from proceeds from
the new debt issue.  At Oct. 31, 2009 debt/EBITDA was 2.6 times
(x).  Fitch estimates this measure would be slightly over 3.0x on
a pro forma basis when adjusted for the new debt.

The ratings are supported by BBD's business diversification,
leading market positions and a large backlog that helps to reduce
the near-term impact of order volatility.  At Bombardier
Transportation (BT), the backlog increased during fiscal 2010 as a
result of substantial orders.  However, budget pressures at BT's
major customers could potentially dampen results until the economy
recovers further, particularly in Europe where BT has its
strongest presence.  A need for infrastructure in international
markets should support BT's long-term growth.  Over the long term,
BBD remains focused on building a stronger capital structure and
further reducing leverage, which would help reduce its cost of
funds and improve the company's financial and strategic
flexibility.  Economic challenges are likely to prevent much
improvement in the short term, however.

Fitch affirms BBD's ratings:

  -- Issuer Default Rating at 'BB+';
  -- Senior unsecured debt at 'BB+';
  -- Preferred stock at 'BB-'.

In addition, Fitch assigns this rating:

  -- Existing senior unsecured revolving credit facility 'BB+'.


BOMBARDIER INC: Moody's Assigns 'Ba2' Rating on $1 Bil. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the planned
$1 billion senior unsecured notes issue of Bombardier Inc. and
affirmed all other ratings of the company including its Ba2
Corporate Family and Probability of Default ratings as well as its
SGL-2 speculative grade liquidity rating.  The ratings outlook
remains stable.

Assignments:

Issuer: Bombardier Inc.

  -- Senior Unsecured Regular Bond/Debenture, Assigned at Ba2,
     LGD4 - 52%

Bombardier plans to use roughly 60% of the proceeds to repurchase
existing indebtedness pursuant to a tender offer which will
further improve its already good debt maturity profile.  The
remaining amount will bolster its US$3 billion cash position.
Bombardier's key credit metrics will only modestly weaken as a
result of the transaction.

Bombardier's Ba2 rating is constrained by the persisting weak
demand for business jets and commercial aircraft.  While certain
fundamentals appear to be improving (including increasing business
jet utilization and reducing used aircraft available for sale),
new aircraft orders and deliveries are expected to remain
suppressed through calendar 2010 at the same time capital
investment is increasing, associated with the development of the
C-Series aircraft.

However, weak Aerospace results are expected to be partially
offset by increasing earnings from the Transportation segment.
Darren Kirk, Vice President with Moody's said, "we expect
Bombardier Transportation's results to demonstrate continued
improvement through the next couple of years driven by its
sizeable backlog level, strong demand for transit globally and the
likelihood that further margin enhancement will be achieved." On a
consolidated basis, Moody's expects Bombardier's financial metrics
will remain weak for its rating through much of the next year,
before improvement begins to occur in fiscal 2012.

Bombardier's rating could be downgraded if leverage increased and
remained above 4.25x and EBIT/ Interest expense dropped below
1.75x.  Upwards rating movement would require evidence that the
cyclical down forces in Aerospace had abated and leverage would
improve below 3.25x and EBIT/ Interest would remain above 2.75x.

Moody's last rating action on Bombardier was on October 9, 2009,
at which time Bombardier's Speculative Grade Liquidity rating was
upgraded to SGL-2 from SGL-3 and its other ratings were affirmed.

Bombardier Inc., headquartered in Montreal, Quebec, is a
diversified manufacturing company involved in the aerospace and
transportation markets.


BOMBARDIER INC: S&P Assigns 'BB+' Rating on $1 Bil. Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+' debt
rating (the same as the corporate credit rating on the company)
and '4' recovery rating to Montreal-based Bombardier Inc.'s
proposed US$1 billion senior unsecured notes due 2020.  The '4'
recovery rating indicates the expectation of an average (30%-50%)
recovery in the event of a payment default.

At the same time, Standard & Poor's affirmed its 'BB+' long-term
corporate credit and senior unsecured debt ratings on the company.
The '4' recovery rating on the senior unsecured notes is
unchanged.  The outlook is stable.

"Though Bombardier will be increasing its funded debt through the
proposed note offering, S&P believes the improved liquidity
offsets the company's larger debt amount in S&P's assessment of
the company's financial risk profile," said Standard & Poor's
credit analyst Jamie Koutsoukis.  "The rating, however, also
incorporates S&P's expectation that the company will maintain its
substantial liquidity position.  Should a prolonged aerospace
demand slump, or slower-than-expected cash flow from
transportation significantly weaken Bombardier's liquidity
position, S&P could look to lower the ratings," Ms. Koutsoukis
added.

The stable outlook reflects S&P's expectation that Bombardier will
maintain strong liquidity through fiscal 2011, which S&P believes
should support the company's expected increased capital spend
program and provide a cushion for continued weaker market
conditions, particularly within the aerospace division.  The
outlook also incorporates additional but modest deterioration in
the company's credit measures as Bombardier increases its funded
debt to augment its liquidity position through its proposed
US$1 billion note offering and as cash flow generation remains
reduced because business conditions in the aerospace division
remain challenging.  A negative rating action is possible upon
further deterioration of adjusted debt to EBITDA to more than 4x
or if adjusted FFO to debt falls below 20% for a sustained period.
The rating action, if taken, would also reflect S&P's forward-
looking view on aerospace market conditions and what S&P considers
Bombardier's ability to adjust its capacity accordingly.  Under
the current business conditions, S&P believes an upgrade or
outlook revision to positive is unlikely in the near term.
Nevertheless, when what S&P views as more normal and stable market
conditions return, S&P could consider revising the outlook to
positive or raising the rating on Bombardier if the company
improves its financial measures, with adjusted debt to EBITDA
falling below 2.5x or adjusted FFO to debt reaching 40%.


BRENAN FRANCISCO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Brenan Angeles Francisco
                 dba Bgf Enterprises, Llc
                 dba Oasis Commodities, Llc
               Gina Hernandez-Francisco
                 dba Bgf Enterprises, Llc
                 dba Oasis Commodities, Llc
               8197 Dusky Shadows Street
               Las Vegas, Nv 89113

Bankruptcy Case No.: 10-11889

Chapter 11 Petition Date: February 8, 2010

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtors' Counsel: C Andrew Wariner, Esq.
                  823 Las Vegas Blvd So, Suite 500
                  Las Vegas, Nv 89101
                  Tel: (702) 953-0404
                  Fax: (702) 989-5388
                  Email: Awariner@Lvbklaw.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 Debtors' petition, including a list of
their 20 largest unsecured creditors, is available for free at:

              http://bankrupt.com/misc/nvb10-11889.pdf

The petition was signed by the Joint Debtors.


BRIDGEVIEW AEROSOL: Gets 4th Interim Access to Cash Collateral
--------------------------------------------------------------
The Hon. Pamela H. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois, in a fourth interim order,
authorized Bridgeview Aerosol, LLC, Aeronuevo, LLC, and
USAerosols, LLC, to use Well Fargo Bank's cash collateral.

A further hearing on the Debtors' continued access to the cash
collateral will be held on March 18, 2010, at 10:30 a.m.
Objections, if any are due on March 15, 2010, at 4:00 p.m.

The Debtors would use the cash collateral to operate their
business and to facilitate the reorganization of their balance
sheets and business.

The Debtors entered on March 20, 2008, into a business credit and
security agreement, as amended, with Wells Fargo Bank to permit
loan advances, including: (a) a $13,000,000 revolving line of
credit for Bridgeview Aerosol's working capital requirements,
letters of credit needs and the refinance of existing senior bank
indebtedness; (b) a $1,545,000 term loan to allow Bridgeview
Aerosol to refinance existing indebtedness relating to equipment;
(c) a $4,125,000 term loan to enable AeroNuevo to refinance
existing senior bank indebtedness relating to real estate; and (d)
a $500,000 loan facility to finance Bridgeview Aerosol's purchase
of new equipment.  The Debtors pledged all of their assets as
security under the Loan Agreement.  As of the Petition Date, the
Debtors' balance under the Loan Agreement is in excess of
$12,000,000.

The Debtors and Wells Fargo entered into certain Master Agreement
for Treasury Management Services and Blocked Account Control
Agreement directing deposit of all of Wells Fargo's cash
collateral into an account in the name of Wells Fargo, pursuant to
the terms of the Lockbox Agreement.

Wells Fargo consented to Debtors' use of cash collateral, subject
to a permitted variance of 10% per line item.

The Debtors will make provisional interest payments to Wells Fargo
as adequate protection for any diminution in value of its
collateral:

     (a) $36,251 per month for their use of the cash collateral,
         plus

     (b) $13,901 per month for the Debtors' use of the property in
         Bridgeview, Illinois, that AeroNuevo owns.

The Debtors will also grant Wells Fargo Bank liens of the highest
available priority upon any asset that the Debtors acquire
postpetition and any proceeds generated from the property; and
adequate protection liens, which will be subject only to prior
perfected and unavoidable liens in property of the Debtors' estate
as of the Petition Date.  In case the adequate protection liens
and provisional interest payments are inadequate, Wells Fargo will
have an allowed claim against the Debtors' estates that will be
superior to any claim, whether an administrative of priority
claim, against the Debtors' estates.

                     About Bridgeview Aerosol

Bridgeview, Illinois-based Bridgeview Aerosol, LLC is in the
custom aerosol specialty products industry.  BVA provides a wide
array of services relating to aerosol products including initial
product formulation, testing, manufacturing, packaging and
distribution.  BVA primarily manufactures, packages and
distributes household cleaning and automotive products.  Affiliate
AeroNuevo owns the real property on which BVA operates.
USAerosols is the parent company of BVA and AeroNuevo.

Bridgeview Aerosol filed for Chapter 11 bankruptcy protection on
October 30, 2009 (Bankr. N.D. Ill. Case No. 09-41021).  Steven B.
Towbin, Esq., at Shaw Gussis et al assists the Company 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.


CAL INVESTMENTS: Asks for Court's Nod to Use Cash Collateral
------------------------------------------------------------
Cal Investments Inc. has sought permission from the Hon. Roger L.
Efremsky of the U.S. Bankruptcy Court for the Northern District of
California to use cash collateral to pay monthly operating
expenses.

In exchange for using the cash collateral, the Debtors propose to
pay the prepetition lenders monthly adequate protection payments.
A copy of the monthly adequate protection payments is available
for free at http://ResearchArchives.com/t/s?519a

A hearing is set for February 12, 2010, at 1:00 p.m. to consider
the Debtor's request to use cash collateral.

Soquel, California-based Cal Investments, Inc., filed for Chapter
11 bankruptcy protection on October 30, 2009 (Bankr. N.D. Calif.
Case No. 09-59405).  Scott J. Sagaria, Esq., and Patrick Calhoun,
Esq., at the Law Offices of Scott J. Sagaria assist the Company in
its restructuring efforts.  The Company listed in its bankruptcy
petition $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.  According to the schedules, the
Company has assets of at least $13,957,842, and total debts of
$22,913,609.


CAPITAL GROWTH: Jim McDevitt Steps Down as Chief Fin'l Officer
--------------------------------------------------------------
Capital Growth Systems Inc. reported that Jim McDevitt tendered
his resignation as its chief financial officer on Feb. 1, 2010.
The company's president and director, George A. King, agreed to
serve as its interim CFO and will start that transition
immediately.

Mr. King joined the Company in September 2006 upon the Company's
merger with 20/20 Technologies, Inc. and its wholly owned
subsidiary Magenta net-Logic, Ltd., a global information services
and consulting company which focused on the telecommunications
industry and was co-headquartered in the United States and the
United Kingdom.

                           Going Concern

At September 30, 2009, the Company had total assets of $50,008,000
against total liabilities of $81,513,000, resulting in
shareholders' deficit of $31,505,000.  At December 31, 2009, the
Company had shareholders' deficit of $1,797,000.

The Company said its net working capital deficiency, recurring
operating losses, and negative cash flows from operations raise
substantial doubt about its ability to continue as a going
concern.  However, the successful delivery on major customer
contracts entered into since mid-2008 and continued success in
closing these types of contracts are expected to move the Company
into profitability.  In addition to those new contracts,
Management believes that the inclusion of VDUL's business and cash
flows will have a positive impact on future results.  At the same
time, expenses are managed closely and lower-cost outsource
opportunities are given case-by-case consideration.

Notwithstanding, the Company continues to find support among its
shareholders and other investors, as evidenced by the $5.6 million
and $35.8 million financing completed in 2009 and 2008.  This
capital was used to fund the VDUL acquisition, to strengthen its
core logistics business model, and to support existing operations.

                        About Capital Growth

Capital Growth Systems, Inc., and its subsidiaries operate in one
reportable segment as a single source telecom logistics provider
in North America and the European Union.  The Company helps
customers improve efficiency, reduce cost, and simplify operations
of their complex global networks -- with a particular focus on
access networks.


CAROLYN RUSSELL: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Carolyn P. Russell
        305 North Rolling Road
        Baltimore, MD 21228

Bankruptcy Case No.: 10-12656

Chapter 11 Petition Date: February 8, 2010

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Robert A. Gordon

Debtor's Counsel: Marc Robert Kivitz, Esq.
                  201 N. Charles Street, Suite 1330
                  Baltimore, MD 21201
                  Tel: (410) 625-2300
                  Fax: (410) 576-0140
                  Email: mkivitz@aol.com

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

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

According to the schedules, the Company has assets of $1,407,153,
and total debts of $1,830,744.

A full-text copy of Ms. Russell's petition, including a list of
her 12 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/mdb10-12656.pdf

The petition was signed by Ms. Russell.


CATHAY GENERAL: Fitch Affirms Issuer Default Ratings at 'BB'
------------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Ratings
for Cathay General Bancorp and its bank subsidiary, Cathay Bank at
'BB'.  The Rating Outlook is Negative.

Fitch's affirmation of CATY's ratings follows a further analysis
of the company's commercial real estate portfolio.  Based on this
analysis, Fitch believes CATY could suffer further material losses
over the coming quarters considering its portfolio is highly
concentrated in CRE, the majority of which is located in
California.  CATY's CRE portfolio represents approximately 68% of
total loans and 357% of total equity.

Despite the view that CATY will remain under considerable credit
stress, Fitch has affirmed CATY's ratings due to the company's
demonstrated ability to raise needed capital to bolster its equity
base and the stabilization in negative credit trends.  The company
has raised approximately $220 million in common equity since
October 2009 and the company also has been successful in reducing
higher risk elements of its portfolio.  Without the recent
addition of new capital and the stabilization in negative credit
trends, CATY's ratings would have likely been downgraded.  The
Negative Rating Outlook reflects Fitch's concern that given CATY's
credit concentration, the loan portfolio could generate losses
which materially weaken the company's recently augmented capital
base.

Although Fitch affirmed CATY's long-term IDR, the notching on the
company's preferred stock has been widened to three from its long-
term IDR.  Given the company's current and prospective performance
challenges, as well as the presence of a Memorandum of
Understanding with the Federal Reserve Bank of San Francisco,
which requires the company to seek regulatory approval to pay
dividends, Fitch believes there is a heightened risk of deferral
on CATY's preferred stock dividends.  Fitch considers deferral of
dividends on hybrid securities as nonperformance.

CATY is an $11.5 billion bank holding company headquartered in Los
Angeles, CA and focuses on the Asian banking market in its
geographic footprint.  CATY has expanded in the Asian-American
communities across the country with a presence in New York,
Chicago, Massachusetts, New Jersey, Texas, and Washington State.

Fitch has taken these rating actions:

Cathay General Bancorp

  -- Long-term Issuer Default Ratings affirmed at 'BB';
  -- Short-term IDR affirmed at 'B';
  -- Preferred stock rating downgraded to 'B' from 'B+';
  -- Individual affirmed at 'C/D';
  -- Support affirmed at '5';
  -- Support floor affirmed at 'NF'.

Cathay Bank

  -- Long-term IDR affirmed at 'BB';
  -- Short-term IDR affirmed at 'B';
  -- Long-term deposits affirmed at 'BB+';
  -- Short-term deposits affirmed at 'B';
  -- Individual affirmed at 'C/D';
  -- Support affirmed at '5';
  -- Support floor affirmed at 'NF'.


CHIPMOS TECHNOLOGIES: Applies to Transfer NASDAQ Listing
--------------------------------------------------------
ChipMOS TECHNOLOGIES (Bermuda) LTD. has submitted an application
to the NASDAQ Stock Market to transfer its listing to The NASDAQ
Capital Market from The NASDAQ Global Select Market.

The Company earlier disclosed information about a deficiency
letter received from the NASDAQ Stock Market Listing
Qualifications Department on September 17, 2009.  ChipMOS
continues to meet all aspects of NASDAQ's stringent regulatory,
corporate governance and financial requirements, other than
NASDAQ's minimum bid price requirement.

If the transfer listing application for listing its securities on
The NASDAQ Capital Market is approved, NASDAQ will notify the
Company that it has been granted an additional 180 calendar day
compliance period, commencing on March 16, 2010.  If the Company
is not so eligible for initial listing on The NASDAQ Capital
Market, NASDAQ will provide written notice to Company informing
that the Company's securities will be delisted.  At that time, the
Company may appeal the determination made by NASDAQ to delist its
securities to a Listing Qualifications Panel or submit to NASDAQ,
proposals that may be adopted regarding Company's definitive plan
to address the subject of the deficiency letter.

                  About ChipMOS TECHNOLOGIES

Based in Hsinchu, Taiwan, ChipMOS Technologies (Bermuda) Ltd.
provides a range of semiconductor testing and assembly services
primarily for memory, mixed-signal, and liquid crystal displayand
other flat-panel display driver semiconductors. The Company also
provides semiconductor turnkey services by purchasing fabricated
wafers, and selling tested and assembled semiconductors.


CHRYSLER LLC: Pledges US$550-Mil. to Build Fiat 500 in Mexico
-------------------------------------------------------------
Chrysler Group LLC will invest US$550 million to build the Fiat
500 minicar at its assembly plant near Mexico City, The Associated
Press reports.  The report relates Chrysler CEO Sergio Marchionne
said the new work at its Toluca plant will create 400 jobs.

According to the report, Mr. Marchionne said the company will
begin making the model in December for US and Latin American
markets.

AP notes that Mexican President Felipe Calderon said Chrysler will
produce between 100,000 and 130,000 vehicles at the plant,
creating about 1,200 indirect jobs.  The report relates that the
Mexican government has provided a US$400 million incentive package
for the project, the majority of it as loans.

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)


CHRYSLER LLC: Rejected Dealers Lose Fight Over Contracts
--------------------------------------------------------
A bankruptcy judge has refused to reconsider an order giving
Chrysler LLC castoff Old Carco LLC the green light to reject
executory contracts and unexpired leases with a slew of U.S.
automobile dealers.

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)


CHRYSLER LLC: Has Protocol for Treating Contracts
-------------------------------------------------
Pursuant to Sections 105, 365 and 1123 of the Bankruptcy Code,
Old Carco LLC and its units ask the Court to approve (a)
procedures to address the treatment of certain agreements in the
Debtors' Chapter 11 cases pursuant to their Joint Plan of
Liquidation, including the assumption and assignment and rejection
of executory contracts and unexpired leases, and (b) the proposed
form and manner of notice to be given to counterparties to the
agreements with the Debtors.

Corinne Ball, Esq., at Jones Day, in New York, relates that the
Plan calls for the establishment of certain procedures governing
the treatment of Executory Contracts or Unexpired Leases.  In
particular, the Plan contemplates that a "Contract Procedures
Order" will be entered on or prior to the Confirmation Date to
address, among other things, various issues with respect to the
assumption and assignment and rejection of Executory Contracts or
Unexpired Leases.  The Plan includes provisions regarding the
assertion and treatment of claims related to the assumption and
assignment or rejection of Executory Contracts or Unexpired
Leases, including Cure Amount Claims arising under Section 365 of
the Bankruptcy Code in respect of monetary defaults, and claims,
including administrative claims, arising from the rejection of
Executory Contracts or Unexpired Leases under the Plan.

The Plan, however, does not specify the procedures for providing
notice, and an opportunity to object, to counterparties to
Executory Contracts or Unexpired Leases, Ms. Ball tells Judge
Gonzalez.  In this regard, she notes, the Plan contemplates that
the Contract Procedures Order will be entered on or before the
Confirmation Date to address these issues.  Hence, the Debtors ask
the Court to approve their proposed Plan Contract Procedures to
address those issues.

                     Rejection Procedures

The Debtors propose that these Rejection Procedures with respect
to Executory Contracts and Unexpired Leases to be rejected under
the Plan:

  (a) The Debtors will not provide individualized notice of the
      rejection of each Executory Contract or Unexpired Lease.
      Rather, the Debtors will include general notice of the
      rejection in the notice of entry of the Confirmation
      Order;

  (b) Any party that wishes to object to the proposed rejection,
      and that did not previously raise an objection in
      connection with the confirmation of the Plan, must file
      with the Court and serve on counsel to the Debtors or the
      Liquidation Trust, a written objection setting forth the
      basis for opposing rejection of the applicable agreement.
      The Debtors or the Liquidation Trust may file a reply to a
      Rejection Objection no later than 21 days after the filing
      of the objection.  If no Rejection Objection is properly
      and timely filed, the proposed rejection will be deemed
      approved in accordance with the Plan and the Confirmation
      Order, effective as of the Confirmation Date;

  (c) If a Rejection Objection is timely filed, the Debtors or
      the Liquidation Trust may set a hearing on the dispute to
      be heard by the Court at any omnibus hearing date in the
      bankruptcy cases that is at least 14 days after the
      Rejection Reply Deadline by filing a notice of hearing and
      serving that notice on the contract counterparty; and

  (d) The Confirmation Notice also will set forth the procedures
      and the bar date for asserting a Rejection Damage Claim.
      The bar date for filing that claim will be 30 days after
      the Effective Date.

             Assumption and Assignment Procedures

The Debtors also propose that these procedures with respect to
Executory Contracts or Unexpired Leases to be assumed and assigned
under the Plan:

  (a) Subject to the Debtors' rights to amend the exhibit, a
      Plan Assumption Exhibit will be filed with the Court and
      served on parties-in-interest identified on the General
      Service List and the Special Service List in accordance
      with the Case Management Order.  The Debtors will provide
      written individualized Assumption Notices to each party
      whose Executory Contract or Unexpired Lease is identified
      on the Plan Assumption Exhibit;

  (b) The Plan Assumption Exhibit will include:

      * information identifying the Executory Contracts or
        Unexpired Leases to be assumed and the parties;

      * the proposed Cure Amount Claims to be paid by the
        Debtors to cure all monetary defaults and satisfy the
        requirements of Section 365(b)(1) of the Bankruptcy
        Code; and

      * notice of the proposed assignment of each Executory
        Contract or Unexpired Lease to the Liquidation Trust;

  (c) The Debtors will provide written individualized notices to
      each party whose Executory Contract or Unexpired Lease is
      identified on the Plan Assumption Exhibit.  The Assumption
      Notice will include the Executory Contract or Unexpired
      Lease being assumed and assigned and the Cure Amount
      Claim, if any;

  (d) No later than three business days after the deadline for
      filing Plan Assumption Exhibit, an individualized
      Assumption Notice will be served on all counterparties to
      Executory Contracts or Unexpired Leases;

  (e) A party that wishes to object to the proposed assumption
      of an Executory Contract or Unexpired Lease must file with
      the Court and serve on counsel to the Debtors or the
      Liquidation Trust a written objection setting forth the
      basis for the objection.  An Assumption Objection must be
      filed no later than 14 days after the service of the
      Assumption Notice on the contract counterparty.  The
      Debtors or the Liquidation Trust may file a reply to any
      Assumption Objection no later than 21 days after the
      filing of the Assumption Objection.  If no Assumption
      Objection is properly and timely filed and served with
      respect to an Executory Contract or Unexpired Lease, the
      proposed assumption and assignment will be deemed approved
      in accordance with the Plan and the Confirmation Order,
      effective as of the Effective Date, and the Cure Amount
      Claim will be deemed approved and will be paid in
      accordance with the Plan and the Confirmation Order,
      without further action of the Court;

  (f) If an Assumption Objection is timely filed, the parties
      will confer regarding the potential resolution of the
      Assumption Objection prior to the Assumption Reply
      Deadline.  If the parties are unable to resolve the
      Assumption Objection, then the Debtors may schedule the
      dispute to be heard by the Court by filing a notice of
      hearing with the Court and serving the notice on the
      objecting counterparty;

  (g) Notwithstanding the inclusion of an Executory Contract or
      Unexpired Lease on the Plan Assumption Exhibit, or the
      filing of an Assumption Objection with respect to any
      Designated Agreement, the Debtors will retain the right to
      redesignate a Designated Agreement for rejection at any
      time through the Effective Date by serving a Removal
      Notice on the counterparty to the Designated Agreement;
      and

  (h) If an Assumption Objection is sustained by the Court, the
      applicable Designated Agreement will be deemed
      automatically rejected by the Debtors, effective as of the
      Effective Date, unless the Debtors or the Liquidation
      Trust:

      * appeal the Court's order, and they prevail on appeal;

      * accept a higher cure amount established by the Court or
        by an appellate court, or agree to other terms and
        conditions on assumption and assignment that may be
        imposed by the Court or an appellate court; or

      * reach an agreement with the contract counterparty.

                 Treatment of Other Agreements

The Debtors are parties to various prepetition agreements that are
not executory in nature.  In some cases, the Debtors may have
remaining rights under those Nonexecutory Agreements.  Moreover,
the Debtors have entered into a number of Postpetition Agreements
that generally are not subject to the provisions of Section 365.
As described in the Plan, the Debtors are liquidating their
Estates, and subsequently dissolving, in connection with the
consummation of the Plan.

The Plan provides that Nonexecutory Agreements and Postpetition
Agreements will vest in the Liquidation Trust following the
completion of the Restructuring Transactions.  Any further
procedures or issues relating to Nonexecutory Agreements and
Postpetition Agreements will be addressed in the Confirmation
Order.

                     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)


CHRYSLER LLC: Maricopa County Opposes Confirmation of Plan
----------------------------------------------------------
Maricopa County, a secured tax lien creditor, relates that it
filed a proof of claim against the Debtors' bankruptcy estates for
$169,401, which represents 2008 and 2009 real property taxes plus
interest accruing at the statutory rate of 16% per annum.
Maricopa County also filed another proof of claim for $15,012 for
1989 to 1993 and 2009 personal property taxes plus interest.

Maricopa County objects to the confirmation of the Debtors' Second
Amended Joint of Liquidation as the Plan seems to only provide for
the accrual of postpetition interest at the Federal Judgment Rate
of approximately 0.52%, Barbara Lee Caldwell, Esq., at Aiken
Schenk Hawkins & Ricciardi P.C., in Phoenix, Arizona, tells Judge
Gonzalez.

Ms. Caldwell contends that Maricopa County's secured tax claims
are entitled to interest at the applicable interest rate under
nonbankruptcy law, citing Section 511 of the Bankruptcy Code.  She
notes that interest accrues at the statutory rate of 16% per
annum.

Arizona law grants Maricopa County a valid lien that is "prior and
superior to all other liens and encumbrances on the property" and
the tax liens attach on January 1st of the applicable tax year,
Ms. Caldwell further contends.

Against this backdrop, Maricopa County asks the Court to deny
confirmation of the Plan, unless the Debtors further amend the
Plan to provide for the accrual of interest on Maricopa County's
secured tax claims at the statutory rate of 16% per annum until
paid in full.

                        The Chapter 11 Plan

Copies of the Second Amended Plan and Disclosure Statement are
available for free at:

   http://bankrupt.com/misc/Chrysler_2ndAmendedPlan_012210.pdf
   http://bankrupt.com/misc/Chrysler_2ndAmendedDS_012210.pdf

The hearing to consider confirmation of the Plan is currently set
to commence March 16, 2010, at 10:00 a.m., Eastern Time.
Confirmation objections are due March 2.  Deadline for submitting
ballots to accept or reject the Plan is also on March 2.

Assuming that the requisite votes to accept the Plan are received,
the applicable requirements under the Bankruptcy Code are met and
the other conditions to the confirmation of the Plan are
satisfied, the effective date of the Plan currently is expected to
occur on or before March 31, 2010.

The Joint Plan provides for the liquidation of the Debtors'
remaining assets and the implementation of certain restructuring
transactions and other agreements.  As of the effective date of
the Plan, each of the Debtors will cease to exist, and the
Liquidation Trust Assets will be transferred to and vest in the
Liquidation Trust free and clear of all Liens, Claims and
Interests.

The Debtors, according to their Plan, will not be paying the
initial $4 billion loan it availed from the U.S. government
through the Troubled Asset Relief Program in January 2008.
Unsecured creditors will not recover anything, unless they vote to
accept the Plan and the Daimler Litigation will bring in more than
$25 million.  The Daimler Litigation was commenced by the Official
Committee of Unsecured Creditors on August 17, 2009, against
certain Daimler Parties for intentional and constructive
fraudulent transfer, unjust enrichment, corporate alter ego and
breach of fiduciary duty.

                     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)


CHRYSLER LLC: New Chrysler Says It's LOC Beneficiary
----------------------------------------------------
Chrysler Group LLC, formerly known as New CarCo Acquisition LLC,
seeks an order clarifying that JPMorgan Chase Bank, N.A., should
recognize New Chrysler as the beneficiary of a certain Letter of
Credit, as if New Chrysler were the beneficiary at the time of its
issuance, and allow New Chrysler to draw on the Letter of Credit
in its own name.

Sberbank, formerly known as Savings Bank of the Russian
Federation, issued a letter of credit on May 18, 2006, on behalf
of applicant Limited Liability Company Automobile Plant GAZ to
DaimlerChrysler Corporation as beneficiary.  In the Letter of
Credit, JPMorgan undertook that all drawings under the Letter of
Credit would be duly honored upon delivery of the necessary
documents by DaimlerChrysler to JPMorgan.  By its terms, the
Letter of Credit expires March 15, 2010.

The Letter of Credit backs GAZ's obligations under a Technology
License Agreement, dated as of April 12, 2006, initially between
DaimlerChrysler and ECTC, Inc.  GAZ became party to and bound by
the License Agreement pursuant to the Assignment and Assumption
Agreement, dated as of April 12, 2006, between ECTC. and GAZ, as
acknowledged and agreed by DaimlerChrysler.

New Chrysler became a party to and bound by the License Agreement
via assumption and assignment from Old Carco LLC, which is the
direct successor of DaimlerChrysler.  Under the License Agreement,
as assumed by GAZ and by New Chrysler, New Chrysler provides GAZ a
license to certain vehicle technology, in exchange for a per-
vehicle license fee and a guaranteed minimum payment of
$20 million.

Andrew G. Dietderich, Esq., at Sullivan & Cromwell LLP, in New
York, tells the Court that the GAZ Agreements, including the
Letter of Credit, are "Contracts" assigned by the Debtors to New
Chrysler pursuant to the terms of the purchase agreement in the
Fiat Sale Transaction.  After the closing of the Sale Transaction,
New Chrysler assumed and continued to perform all of the Debtors'
obligations under the GAZ Agreements.

Under the License Agreement, GAZ is obligated to New Chrysler for
a guaranteed minimum payment of $20 million backed by the Letter
of Credit.  The amount is due and unpaid as of January 2, 2010,
and New Chrysler wishes to draw on the Letter of Credit to satisfy
the obligation.

Mr. Dietderich discloses that JPMorgan has expressed concerns to
New Chrysler that it could be subject to conflicting claims with
respect to the Letter of Credit, and indicated that it will not
recognize New Chrysler's right to draw under the Letter of Credit
without a clarifying order of the Court that New Chrysler should
be recognized as the beneficiary of the Letter of Credit permitted
to draw on the Letter of Credit in place of DaimlerChrysler
Corporation.

Hence, New Chrysler asks the Court to enter a clarifying order.

The Court will commence a hearing on February 18, 2010, to
consider the request.  Objections are due February 15.

                     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)


CHRYSLER LLC: New Chrysler Takes Contract With GEM & GSA
--------------------------------------------------------
Old Carco LLC and its units ask the Bankruptcy Court for authority
to assume and assign to New Chrysler a certain contract and
related documents that the Debtors previously entered into with
GEM Electric Motorcars LLC and the General Services
Administration.

The Contract pertains to GEM's supply of certain low-speed
electric vehicles for use by entities of the United States
government and the provision of related services.  No dollar
amount or value for the contract was given.

Corinne Ball, Esq., at Jones Day, in New York, relates that the
Contract is an executory contract within the meaning of Section
365 of the Bankruptcy Code, eligible for assumption by the Debtors
and assignment to New Chrysler.

Ms. Ball tells the Court that the GSA has agreed to the Debtors'
assumption and concurrent assignment of the Contract to New
Chrysler, and New Chrysler has indicated to the Debtors its desire
to take an assignment of the Contract.

                     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)


CHRYSLER LLC: Wants to Enforce Stay vs. Dealers for Third Time
--------------------------------------------------------------
Old Carco LLC and Chrysler Group LLC have made a third request to
the Court to enforce:

  (a) the protections of the automatic stay;

  (b) the free and clear provisions of the Sale Order;

  (c) the enforcement provisions of the Sale Order; and

  (d) the provisions of the Rejection Order, in each case to
      stop the pursuit of certain litigation by the Noncompliant
      Dealers in violation of the Court's orders, including the
      award of contempt damages against the Noncompliant Dealers
      for the costs incurred by the Debtors and New Chrysler in
      bringing their current request and responding to the
      litigation that the Noncompliant Dealers have brought in
      other forums.

As previously reported, Judge Gonzalez approved the Debtors' first
request to enforce the automatic stay and ruled that dealers
should withdraw their actions by September 10, 2009, or they will
be subject to a sanction of $10,000 per day and payable to the
Court until full compliance.

Subsequently, the Debtors and New Chrysler jointly filed a second
request to enforce the Court's prior orders and the automatic
stay.  Specifically, the Debtors and New Chrysler sought to enjoin
certain litigation commenced by two Utah rejected dealers,
Painter's Sun Country Chrysler, Inc. and Cutrubus Motors, Inc.
d/b/a Rocky Mountain Chrysler-Jeep and Layton Dodge, Inc. d/b/a
Cutrubus Chrysler Jeep Dodge, against New Chrysler in which those
dealers attempted to block the establishment of new dealers in
their former market areas in violation of the Court's orders.

Within 10 days of the filing of the Second Enforcement Motion,
Cutrubus and Painter's Sun withdrew their protests before the Utah
Motor Vehicle Franchise Advisory Board and the Debtors and New
Chrysler withdrew the Second Enforcement Motion based on the
Dealers' dismissal of their protests.

However, despite the clear and unambiguous prior rulings of the
Court on numerous occasions, Archer Automotive, Inc. and Archer
Volkswagen, Inc., two former Texas dealers whose dealer agreements
were rejected in the Debtors' bankruptcy cases, continue to
violate the terms of the Sale Order and the Rejection Order by
pursuing rights against New Chrysler based on their rejected
dealer agreements, which compels the Debtors and New Chrysler to
once again seek enforcement of the Court's prior Orders, Corinne
Ball, Esq., at Jones Day, in New York, relates.

On January 11, 2010, the two Noncompliant Dealers filed an amended
application in a Texas state court seeking to restrain, or block,
the Texas Department of Motor Vehicles from processing or
continuing to process the license application submitted by Gillman
XSM LLC for the Chrysler, Jeep and Dodge line-makes, pending
resolution of certain arbitrations the Noncompliant Dealers are
seeking.

Ms. Jones contends that the Noncompliant Dealers are attempting to
avoid the enforcement powers of the Court's prior Orders.  The
Noncompliant Dealers assert that they are not currently franchised
licensees and are eligible to file their own administrative
proceeding.  However, Ms. Jones argues that in nonetheless seeking
to block the licenses of New Chrysler's dealer applicants, the
Noncompliant Dealers are merely trying to assert form over
substance, as they clearly seek to block the establishment of
Gillman as if they otherwise had the right of a rejected dealer.

The Court's orders and opinions make clear that rejected dealers
cannot seek to block or restrain New Chrysler from proceeding with
its network activities, however, in a thinly veiled effort to
circumvent the Court's orders, the Noncompliant Dealers repeatedly
reference the Federal Legislation, which is a "red herring"
because the Federal Legislation does not grant the Noncompliant
Dealers any relief from the Court's prior Orders, Ms. Jones
further argues.

The Debtors and New Chrysler subsequently filed, for the record, a
supplement to Archer's first amended application for temporary
restraining order and temporary injunction, and alternative
pleading.  The Dealer Supplemental Application was filed by Archer
Automotive and Archer Volkswagen in Texas state court on
January 20, 2010, to supplement the Noncompliant Dealers'
Application.

The Court will conduct a hearing on February 18, 2010, to consider
the Debtors' request.

                     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: EA to Pay $5.2M to Settle Resale Dispute
------------------------------------------------------
Electronic Arts Inc. has agreed to pay Circuit City Stores Inc.
$5.2 million to settle a dispute over a resale agreement between
the companies, according to Law360.

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).


CITIGROUP INC: To Unload Unwanted Assets; in Talks with P/E Firms
-----------------------------------------------------------------
Francesco Guerrera, Henny Sender and Aline van Duyn at The
Financial Times report that people close to the situation said
Citigroup Inc. had opened talks with private equity groups and
hedge funds over the sale of $3 billion worth of car loans as part
of its efforts to cleanse its balance sheet of billions of dollars
in troubled assets.

According to the FT, Citi is believed to have offered to provide
the buyers of the loans with finance for a few years after the
sale to make the business more attractive.  According to the FT,
bankers said that the initial response from potential bidders was
encouraging.

FT notes some of the Citi loans have already been securitized
under the term asset-backed securities loan facility, a U.S.
government program aimed at supporting the ailing securitization
market.

According to FT, some private equity groups and hedge funds that
have looked at the assets, however, said that the lack of a
thriving market for securitized bonds, which are backed by cash
flow from loans, made the assets less attractive.  They added that
the absence of a fully functioning securitization market increased
the uncertainty over how buyers could fund the loans once Citi's
credit facility expired.

Citi declined to comment, FT says.

                          About Citigroup

Based in New York, Citigroup Inc. (NYSE: C) -- is a global
diversified financial services holding company whose businesses
provide a broad range of financial services to consumer and
corporate customers.  Citigroup has roughly 200 million customer
accounts and does business in more than 140 countries.
Citigroup's businesses are aligned in three reporting segments:
(i) Citicorp, which consists of Regional Consumer Banking (in
North America, EMEA, Asia, and Latin America) and the
Institutional Clients Group (Securities and Banking, including the
Private Bank, and Transaction Services); (ii) Citi Holdings, which
consists of Brokerage and Asset Management, Local Consumer
Lending, and a Special Asset Pool; and (iii) Corporate/Other.

As reported in the Troubled Company Reporter on November 25, 2008,
the U.S. government entered into an agreement with Citigroup to
provide a package of guarantees, liquidity access, and capital.
The U.S. Treasury and the Federal Deposit Insurance Corporation
agreed to provide protection against the possibility of unusually
large losses on an asset pool of roughly $306 billion of loans and
securities backed by residential and commercial real estate and
other such assets, which will remain on Citigroup's balance sheet.
As a fee for this arrangement, Citigroup issued preferred shares
to the Treasury and FDIC.  The Federal Reserve agreed to backstop
residual risk in the asset pool through a non-recourse loan.

Citigroup, the third-biggest U.S. bank, received $45 billion in
bailout aid.  Other bailed-out banks, including Bank of America
Corp., Wells Fargo & Co., have pledged to repay TARP money.
JPMorgan Chase & Co., Goldman Sachs Group Inc. and Morgan Stanley,
repaid TARP funds in June.  Citigroup is selling assets to repay
the bailout funds.

Citigroup is one of the banks that, according to results of the
government's stress test, need more capital.


CMH INC: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: CMH, Inc.
          fka Medek, Inc.
        3213 Kirkwood Highway
        Wilmington, DE 19808

Bankruptcy Case No.: 10-10412

Chapter 11 Petition Date: February 8, 2010

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Leo John Ramunno, Esq.
                  Red Clay Center at Little Falls
                  Artisan's Bank Building
                  2961 Centerville Road, Suite 302
                  Wilmington, DE 19808
                  Tel: (302) 482-2490
                  Fax: (302) 482-2509
                  Email: jram51085@aol.com

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

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

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

The petition was signed by James H. Harbison.


CONVERA CORP: Files Certificate of Dissolution
----------------------------------------------
Convera Corporation filed its Certificate of Dissolution with the
Delaware Secretary of State on February 8, 2010, in accordance
with its previously announced plan of complete dissolution and
liquidation.  As a result of such filing, the company has closed
its stock transfer books and will discontinue recording transfers
of its common stock, except by will, intestate succession or
operation of law.  Accordingly, and as previously announced,
trading of the company's stock on the NASDAQ Stock Market will
cease after the close of business on February 8, 2010.

As previously announced, the Convera board of directors has
declared an initial cash distribution of $0.10 per share, payable
to each shareholder of record as of the close of business on the
record date, February 8, 2010, for each share of Convera common
stock held as of such date. Convera expects to pay the
distribution on February 16, 2010.

Additional information regarding the company's plan of dissolution
and liquidation and the previously announced Firstlight merger is
available on Form 14-A, filed with the Securities and Exchange
Commission on December 31, 2009, and mailed to shareholders on
January 8, 2010.  Convera's plan of dissolution contemplates an
orderly wind down of its business and operations.

                          About Convera

Convera Corporation (Nasdaq: CNVR) -- http://www.convera.com/--
provides intelligent search, content and site monetization
solutions for the publisher market.  Convera's technology
solutions are employed across many diverse markets and in 40
countries by leading publishers including Advanstar, Centaur
Media, CMPMedica, Lebhar-Friedman, Vance Publishing and Wiley
Publications.  Convera is a public company based in Vienna,
Virginia, and has been an established leader in the business of
search technologies since 1990.


COOPER-STANDARD: Disclosure Statement Hearing on March 9
--------------------------------------------------------
Cooper-Standard Holdings Inc. and its affiliated debtors ask the
U.S. Bankruptcy Court for the District of Delaware to approve
their disclosure statement, saying it contains adequate
information necessary for their creditors to make an informed
decision about their Chapter 11 plan of reorganization.

The Debtors point out that the disclosure statement contains
"ample information" about:

  (1) the terms of the Plan;

  (2) events preceding their Chapter 11 cases and their business
      operations during the course of their bankruptcy;

  (3) estimates of the claims asserted or to be asserted against
      their estates and the value of distributions to be
      received by holders of the claims;

  (4) the risk factors affecting the Plan;

  (5) the method and timing of distributions under the Plan;

  (6) financial information, valuations, and pro forma
      projections that would be relevant to creditors'
      determinations of whether to accept or reject the Plan;

  (7) a liquidation analysis identifying the estimated return
      that creditors would receive if the Debtors' bankruptcy
      cases were cases under Chapter 7 of the Bankruptcy Code;

  (8) the federal tax consequences of the Plan; and

  (9) appropriate disclaimers regarding the Court's approval of
      information only as contained in the disclosure statement.

Court approval of the disclosure statement is necessary to allow
the Debtors to solicit votes from creditors for confirmation of
the Plan.

For purposes of soliciting votes in connection with the
confirmation of their Joint Chapter 11 Plan of Reorganization,
Cooper-Standard Holdings Inc. and its affiliated debtors ask the
Court to:

  (1) approve the proposed solicitation procedures for the
      acceptance or rejection of the Plan;

  (2) set March 9, 2010, as the record date for purposes of
      determining creditors entitled to receive solicitation
      materials and creditors entitled to vote to accept or
      reject the Plan.

  (3) set April 9, 2010, as the deadline by which ballots of
      accepting or rejecting the Plan must be received by the
      voting agent, Kurtzman Carson Consultants LLC, in
      order to be counted;

  (4) set April 20, 2010, as the hearing date to consider
      confirmation of the Plan, and April 9, 2010, as the
      deadline for filing objections to the confirmation.

The Court will hold a hearing on March 9, 2010, to consider
approval of the proposed procedures.  Deadline for filing
objections is March 2, 2010.


COOPER-STANDARD: Files Proposed Plan of Reorganization
------------------------------------------------------
Cooper-Standard Holdings Inc. and its subsidiary debtors filed
with the U.S. Bankruptcy Court for the District of Delaware their
joint Chapter 11 Plan of Reorganization and accompanying
Disclosure Statement on February 1, 2010.

Under the Plan, the Debtors' debt will be reduced to $430 million
when it emerges from bankruptcy, which represents a drop of more
than 60% or $700 million.

The Debtors had total liabilities of more than $1 billion when
they filed for bankruptcy protection on August 3, 2009.

The Plan proposes to pay in full in cash the Debtors'
prepetition credit facility and debtor-in- possession financing.
General unsecured claims against Cooper-Standard Automotive Inc.
and all of its subsidiary debtors will also receive payment in
full in cash.

Under the Plan, holders of claims that stemmed from the 7% Senior
Notes due 2012 will be issued about 18.75% or 4,083,333 shares of
the new common stock.  Eligible holders of senior note claims
will acquire their share of rights to purchase about 45% or
9,800,000 of the new common stock.

The new common stock consist of 21,777,778 shares of common
stock; common stock that are to be distributed to non-eligible
noteholders; and shares of common stock issued and could be
issued in connection with the equity incentive compensation plan
that would be adopted by a reorganized CSHI, among others.

Meanwhile, holders of claims which stemmed from the 8 3/8% Senior
Subordinated Notes due 2014 will be issued about 6.25% or
1,361,111 shares of the new common stock, and warrants to acquire
an additional 5% of the stock or, at the election of those
holders, a cash payment in lieu of warrants.  Eligible holders of
senior subordinated notes claims will acquire their share of
rights to acquire 15% or 3,266,667 shares of the new common
stock.

                        Rights Offering

The distribution of rights to purchase shares of new common stock
is part of a deal the Debtors hammered out with certain
noteholders, under which the latter agreed to backstop a
$245 million equity rights offering.

The deal is formalized in a 65-page agreement known as Equity
Commitment Agreement, a copy of which is available for free at:

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

Under the Equity Commitment Agreement, certain noteholders agreed
to purchase 15% of the new common stock in the reorganized
Debtors being issued pursuant to the Plan, and committed to
provide a backstop for any unsubscribed portion of the rights
offering in the total sum of $245 million.

The Debtors will use the cash raised in the rights offering to
pay holders of prepetition credit facility claims.

As consideration for entry into the Equity Commitment Agreement,
the noteholders are entitled to a fee in the sum of $8,575,000,
which is equal to 3.5% of the total consideration that will be
received by the reorganized Debtors in the rights offering.  They
will also be indemnified for any liability arising out of or with
respect to the rights offering whether or not it is consummated.

"Obtaining a $245 million equity investment and filing our Plan
are significant achievements that pave the way for our
expeditious and efficient emergence from bankruptcy," James
McElya, chairman and chief executive officer of CSHI, said in a
statement.

"The Equity Commitment Agreement is a strong statement of support
by a significant group of the company's current creditors and the
fact that the Official Committee of Unsecured Creditors fully
supports the Plan and the rights offering strongly indicates that
the transaction is in the best interests of all of our unsecured
creditors," he said.

"The Plan and Equity Commitment Agreement will allow the company
to emerge from bankruptcy with a stronger balance sheet and
maintain its leadership position in the industry," Mr. McElya
added.

Approval of the Equity Commitment Agreement and rights offering
is one of the conditions of confirmation and consummation of the
Plan.

The Debtors have already filed a motion in the Bankruptcy Court
seeking approval of the Equity Commitment Agreement and a process
for the consummation of the rights offering, and a motion to file
under seal schedules to the agreement.  A copy of the document
detailing the proposed process is available for free at:

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

A hearing will be held on February 25, 2010, if any objections to
the motions are received by the Bankruptcy Court on or before
February 18, 2010.

The Plan, the Rights Offering, and all related transactions have
the full support of the Official Committee of Unsecured
Creditors, the company statement pointed out.

The Court will hold a hearing on March 9, 2010, to consider
approval of the Disclosure Statement.  Deadline for filing
objections is March 2, 2010.

                         Exit Financing

Aside from the approval of the Equity Commitment Agreement and
rights offering, another condition precedent to confirmation of
the Plan is obtaining and consummating exit financing.

Under the Plan, the Debtors are required to obtain a new working
capital facility of up to $150 million, and a new secured term
debt facility of up to $400 million.

The Debtors have been in talks with some lenders, including Bank
of America N.A. and Bank of America Securities LLC, to obtain
exit financing.  An agreement governing the provision of the new
secured term debt facility will be filed with the Bankruptcy
Court as part of a Plan supplement.

              Directors of the Reorganized Debtors

The new Board of Directors of Reorganized Holdings on and after
the Effective Date will consist of (i) the chief executive
officer of Reorganized Holdings, (ii) two members proposed by Oak
Hill Advisors L.P., (iii) two independent members from the
current Board of Directors of Holdings selected by the Debtors,
with the consent of the Required Backstop Parties and the
Creditors' Committee, not to be unreasonably withheld or delayed,
and (iv) two independent members selected by the Backstop Parties
other than Oak Hill Advisors, L.P., with the assistance of an
independent search firm as agreed upon by the parties and the
Debtors and the Creditors Committee.

                          Pension Plans

Upon confirmation of the Plan, the Reorganized Debtors will
assume and maintain their Pension Plans, and contribute to the
Pension Plans the amount necessary to satisfy the minimum funding
standards.

                   Valuation of the Debtors

The Debtors' financial advisor, Lazard, has concluded that the
Distributable Value of the Reorganized Debtors ranges from
$875 million to $975 million, with a mid-point estimate of
approximately $925 million as of an assumed Plan effective date
of April 1, 2010.  Lazard's estimate assumes that the Debtors
have no "excess" cash at emergence.

                     Liquidation Analysis

Allen Campbell, vice-president and chief executive officer of
CSHI, said that if CSHI and its affiliated debtors were
liquidated under Chapter 7 of the Bankruptcy Code, the holders of
claims in all classes "would receive distributions of a value
significantly less than the value of the distributions provided
to the Creditors in such classes under the Plan . "

"The Debtors have considered the effects that a liquidation under
chapter 7 of the Bankruptcy Code would have on the ultimate
proceeds available for distribution to creditors in a case under
chapter 11," Mr. Campbell said, citing the increased costs and
expenses of liquidation and the erosion in value of assets in the
context of the expeditious liquidation required under chapter 7.

A copy of the Debtors' liquidation analysis is available for free
at http://bankrupt.com/misc/CSHI_LiquidationAnalysis.pdf

Cooper-Standard Automotive Canada Ltd., CSHI's Canadian
subsidiary that has sought relief under the Companies' Creditors
Arrangement Act in Canada, intends to file a plan of arrangement
or compromise in the Ontario Superior Court of Justice in the
near term.

Full-text copies of the Debtors' Plan and disclosure statement
are available for free at:

       http://bankrupt.com/misc/CSHI_Chapter11plan.pdf
       http://bankrupt.com/misc/CSHI_DisclosureStatement.pdf

The Plan is the result of extensive negotiations among the
Debtors, the Creditors' Committee, certain holders of the
Debtors' senior notes and senior subordinated notes, and the
backstop parties.  The debtors believe that the Plan provides the
best possible result for all holders of claims and interests in
the Chapter 11 cases and that acceptance of the Plan is in the
best interests of tile debtors' creditors.

Accordingly, the Debtors and the Creditors' Committee strongly
urge all holders of claims in impaired classes receiving ballots
to vote to accept tile plan.

                       About Cooper-Standard

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

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

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

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

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


COOPER-STANDARD: Treatment of Claims Under Plan
-----------------------------------------------
Claims against and interests in Cooper-Standard Holdings Inc. and
its subsidiary debtors are divided into 10 classes.  Priority tax
claims and administrative expenses have not been classified and
are excluded from these classes:

                   Type of
  Class          Claim/Interest      Proposed Treatment
  -----          --------------      ------------------
Not applicable   Administrative      The Debtors or the
                 Expenses            reorganized Debtors will pay
                                     each allowed administrative
                                     expense in full in cash.

Not applicable   Priority Tax Claim  Each claimant will be
                 (about $3 million   entitled to receive cash
                 estimated)          payments or other
                                     treatment agreed to by the
                                     claimant and the Debtors or
                                     the reorganized Debtors.

Class 1          Priority Claims     Unimpaired.  Claimant will
                 (approximately      entitled to receive cash
                 $250,000 estimated) in an amount sufficient to
                                     render the claim unimpaired,
                                     provided that allowed
                                     priority claims representing
                                     obligations incurred in the
                                     ordinary course will be paid
                                     in full or performed by the
                                     Debtors or reorganized
                                     Debtors consistent with past
                                     practice.

Class 2          Miscellaneous       Unimpaired.  The legal,
                 Secured Claims      equitable or contractual
                 (approximately $0   rights of the claimant
                 estimated)          will remain unaltered.  The
                                     claimant will retain any
                                     liens and security interests
                                     securing the claim or the
                                     Debtors will provide other
                                     treatment that will render
                                     the claim unimpaired.

Class 3          Intercompany Claim  Unimpaired. Intercompany
                 (approximately      claims against any Debtor
                 $1.087 billion      will not receive a
                 Estimated)          distribution.  Instead,
                                     at the option of the Debtors
                                     or the reorganized Debtors,
                                     the legal, equitable and
                                     contractual rights of the
                                     claimants will remain
                                     unaltered in full or in
                                     part, and treated in the
                                     ordinary course of business,
                                     or the intercompany claim
                                     will be cancelled and
                                     discharged in full or in
                                     part in which case, the
                                     discharged and satisfied
                                     portion will be eliminated
                                     and the claimants will not
                                     be entitled to and will not
                                     receive or retain any
                                     property or interest in
                                     property on account of such
                                     portion under the Plan,
                                     provided that intercompany
                                     claims against any Debtor
                                     held by a non-Debtor
                                     subsidiary will remain
                                     unaltered.

Class 4          Prepetition Credit  Unimpaired.  Claimant will
                 Facility Claims     receive payment in full in
                 ($655.6 million,    cash.
                 including accrued
                 and unpaid interest
                 at the non-default
                 contract rate
                 through March 31,
                 2010)

Class 5          Senior Note Claims  Impaired.  Each claimant
                 ($208.9 million)    will be entitled to receive
                                     pro rata share of, in the
                                     aggregate, 4,083,333 shares
                                     or approximately 18.75%, of
                                     the new common stock.
                                     Eligible noteholders of
                                     allowed senior note claims
                                     will be entitled to receive
                                     their pro rata share of
                                     rights to purchase, in the
                                     aggregate, 9,800,000 shares,
                                     or approximately 45% of the

                                     new common stock pursuant to
                                     the rights offering.  Non-
                                     eligible noteholders will
                                     receive the "non-eligible
                                     noteholder shares."

Class 6          Senior Subordinated Impaired.  Each claimant
                 Note Claims         will be entitled to receive
                 ($330 million)      its pro rata share of, in
                                     the aggregate, 1,361,111
                                     shares or approximately
                                     6.25% of the new common
                                     stock; and warrants to
                                     purchase up to 5% of the new
                                     common stock, provided that
                                     the claimant may elect to
                                     receive cash payment in lieu
                                     of receiving the warrants.
                                     Eligible noteholders of
                                     allowed senior subordinated
                                     note claims will be entitled
                                     to receive their pro rata
                                     share of rights to purchase,
                                     in the aggregate, 3,266,667
                                     shares or approximately 15%
                                     of the new common stock
                                     pursuant to the rights
                                     offering.  Non-eligible
                                     noteholders will receive the
                                     "non-eligible noteholder
                                     shares.

Class 7       Subsidiary Debtor      Unimpaired.  Each claimant
              General Unsecured      will be entitled to receive
              Claims (approximately  cash in an amount sufficient
              $22.2 million          to render its claim
              estimated)             unimpaired.

Class 8       Subsidiary Debtor      Unimpaired.  The legal,
              Equity Interests       equitable and contractual
                                     rights of the holder will
                                     remain unaltered.

Class 9       Holdings General       Impaired.  All claims will
              Unsecured Claims       be extinguished and no
              (approximately         distributions will be made
              $69.113 million        to the claimants.
              estimated)

Class 10      Old Holdings Equity    Impaired.  All interests
              Interests              will be cancelled and
                                     extinguished and no
                                     distributions will be made
                                     to holders of such
                                     interests.

The Plan constitutes a separate sub-plan for CSHI and each of its
Subsidiary Debtors.  Except for the priority tax claims and
administrative expenses, all claims and interests against a
particular Debtor are placed in classes for each of the Debtors.

The Subsidiary Debtors are not holders of any intercompany claims
against CSHI, therefore, CSHI does not have Class 3.  CS
Automotive LLC did not issue or guarantee the senior notes or
senior subordinated notes and, therefore, does not have Classes 5
and 6.

Class 8 consists of the Subsidiary Debtor Interests held by the
Debtors.  Class 10 consists of Old Holdings Equity Interests,
which relate only to the sub-plan for CSHI.  In that regard, the
classification and treatment of claims and equity interests under
the Plan are:

  Debtors        Class       Claim                  Status
  -------        -----   ---------------       ----------------
CSHI            1A     Priority Claims          Unimpaired
                 2A     Miscellaneous Secured    Unimpaired
                        Claims
                 4A     Prepetition Credit       Unimpaired
                        Facility Claims
                 5A     Senior Note Claims       Impaired
                 6A     Senior Subordinated      Impaired
                        Note Claims
                  9     Holdings General         Impaired
                        Unsecured Claims
                 10     Old Holdings Equity      Impaired
                        Interests

Cooper-Standard  1B     Priority Claims          Unimpaired
Automotive Inc.  2B     Miscellaneous Secured    Unimpaired
                        Claims
                 3B     Intercompany Claims      Unimpaired
                 4B     Prepetition Credit       Unimpaired
                        Facility Claims
                 5B     Senior Note Claims       Impaired
                 6B     Senior Subordinated      Impaired
                        Note Claims
                 7B     Subsidiary Debtor        Unimpaired
                        General Unsecured Claims
                 8B     Subsidiary Debtor        Unimpaired
                        Equity Interests

Cooper-Standard  1C     Priority Claims          Unimpaired
Automotive FHS   2C     Miscellaneous Secured    Unimpaired
Inc.                    Claims
                 3C     Intercompany Claims      Unimpaired
                 4C     Prepetition Credit       Unimpaired
                        Facility Claims
                 5C     Senior Note Claims       Impaired
                 6C     Senior Subordinated      Impaired
                        Note Claims


                 7C     Subsidiary Debtor        Unimpaired
                        General Unsecured Claims
                 8C     Subsidiary Debtor        Unimpaired
                        Equity Interests

Cooper-Standard  lD     Priority Claims          Unimpaired
Fluid Systems    2D     Miscellaneous Secured    Unimpaired
Mexico Holding          Claims
LLC              3D     Intercompany Claims      Unimpaired
                 4D     Prepetition Credit       Unimpaired
                        Facility Claims
                 5D     Senior Note Claims       Impaired
                 6D     Senior Subordinated      Impaired
                        Note Claims
                 7D     Subsidiary Debtor        Unimpaired
                        General Unsecured Claims
                 8D     Subsidiary Debtor        Unimpaired
                        Equity Interests

Cooper-Standard  1E     Priority Claims          Unimpaired
Automotive
OH LLC          2E     Miscellaneous Secured    Unimpaired
                        Claims
                 3E     Intercompany Claims      Unimpaired
                 4E     Prepetition Credit       Unimpaired
                        Facility Claims
                 5E     Senior Note Claims       Impaired
                 6E     Senior Subordinated      Impaired
                        Note Claims
                 7E     Subsidiary Debtor        Unimpaired
                        General Unsecured Claims
                 8E     Subsidiary Debtor Equity Unimpaired
                        Interests

Stantech Inc.    1F     Priority Claims          Unimpaired
                 2F     Miscellaneous Secured    Unimpaired
                        Claims
                 3F     Intercompany Claims      Unimpaired
                 4F     Prepetition Credit       Unimpaired
                        Facility Claims
                 5F     Senior Note Claims       Impaired
                 6F     Senior Subordinated      Impaired
                        Note Claims
                 7F     Subsidiary Debtor        Unimpaired
                        General Unsecured Claims
                 8F     Subsidiary Debtor        Unimpaired
                        Equity Interests

Westborn
Services        1G     Priority Claims          Unimpaired
Center Inc.      2G     Miscellaneous Secured    Unimpaired
                        Claims
                 3G     Intercompany Claims      Unimpaired
                 4G     Prepetition Credit       Unimpaired
                        Facility Claims
                 5G     Senior Note Claims       Impaired
                 6G     Senior Subordinated      Impaired
                        Note Claims
                 7G     Subsidiary Debtor        Unimpaired
                        General Unsecured Claims
                 8G     Subsidiary Debtor        Unimpaired
                        Equity Interests

North American   1H     Priority Claims          Unimpaired
Rubber Company   2H     Miscellaneous Secured    Unimpaired
Inc.                    Claims
                 3H     Intercompany Claims      Unimpaired
                 4H     Prepetition Credit       Unimpaired
                        Facility Claims
                  5H    Senior Note Claims       Impaired
                  6H    Senior Subordinated      Impaired
                        Note Claims
                  7H    Subsidiary Debtor        Unimpaired
                        General Unsecured Claims
                  8H    Subsidiary Debtor        Unimpaired
                        Equity Interests

Sterling          1I    Priority Claims          Unimpaired
Investments       2I    Miscellaneous Secured    Unimpaired
Company                 Claims
                  3I    Intercompany Claims      Unimpaired
                  4I    Prepetition Credit       Unimpaired
                        Facility Claims
                  5I    Senior Note Claims       Impaired
                  6I    Senior Subordinated      Impaired
                        Note Claims
                  7I    Subsidiary Debtor        Unimpaired
                        General Unsecured Claims
                  8I    Subsidiary Debtor        Unimpaired
                        Equity Interests

Cooper-Standard   1J    Priority Claims          Unimpaired
Automotive NC LLC 2J    Miscellaneous Secured    Unimpaired
                        Claims
                  3J    Intercompany Claims      Unimpaired
                  4J    Prepetition Credit       Unimpaired
                        Facility Claims
                  5J    Senior Note Claims       Impaired
                  6J    Senior Subordinated      Impaired
                        Note Claims
                  7J    Subsidiary Debtor        Unimpaired
                        General Unsecured Claims
                  8J    Subsidiary Debtor        Unimpaired
                        Equity Interests

CSA Services Inc. 1K    Priority Claims          Unimpaired
                  2K    Miscellaneous Secured    Unimpaired
                        Claims
                  3K    Intercompany Claims      Unimpaired
                  4K    Prepetition Credit       Unimpaired
                        Facility Claims
                  5K    Senior Note Claims       Impaired
                  6K    Senior Subordinated      Impaired
                        Note Claims
                  7K    Subsidiary Debtor        Unimpaired
                        General Unsecured Claims
                  8K    Subsidiary Debtor        Unimpaired
                        Equity Interests

NISCO Holding     1L    Priority Claims          Unimpaired
Company           2L    Miscellaneous Secured    Unimpaired
                        Claims
                  3L    Intercompany Claims      Unimpaired
                  4L    Prepetition Credit       Unimpaired
                        Facility Claims
                  5L    Senior Note Claims       Impaired
                  6L    Senior Subordinated      Impaired
                        Note Claims
                  7L    Subsidiary Debtor        Unimpaired
                        General Unsecured Claims
                  8L    Subsidiary Debtor        Unimpaired
                        Equity Interests

CS Automotive LLC 1M    Priority Claims          Unimpaired
                  2M    Miscellaneous Secured    Unimpaired
                        Claims
                  3M    Intercompany Claims      Unimpaired
                  4M    Prepetition Credit       Unimpaired
                        Facility Claims
                  7M    Subsidiary Debtor        Unimpaired
                        General Unsecured Claims
                  8M    Subsidiary Debtor        Unimpaired
                        Equity Interests

In sum, the Plan is divided into 13 Sub-Plans, one for each
Debtor, and designates 10 separate classes of Claims and Equity
Interest.  Holders of Class 5 and Class 6 Claims are impaired
under the Plan and will be entitled to vote to accept or reject
the Plan.  Holders of Class 9 and class 10 Claims will not
receive any distribution under the Plan and are, therefore,
deemed to reject the Plan and votes of Classes 9 and 10 will,
therefore, not be solicited.  The Holders of Class 1, Class 2,
Class 3, Class 7 and Class 8 Claims are unimpaired and are
conclusively presumed to accept the Plan.

                       About Cooper-Standard

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

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

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

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

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


CORNERWORLD CORP: October 31 Balance Sheet Upside-Down by $60,000
-----------------------------------------------------------------
CornerWorld Corporation's consolidated balance sheets at
October 31, 2009, showed $16,318,280 in total assets and
$16,378,037 in total liabilities, resulting in a $59,797
shareholders' deficit.

At October 31, 2009, the Company's consolidated balance sheets
also showed strained liquidity with $2,727,560 in total current
assets available to pay $5,942,272 in total current liabilities.

The Company reported net income of $108,475 on net sales of
$3,010,724 for the three months ended October 31, 2009, compared
to a net loss of $270,599 on net sales of $613,850 for the
corresponding period a year earlier.

For the six months ended October 31, 2009, the Company had a net
loss of $226,080 on net sales of $5,873,288, compared to a net
loss of $378,170 for the corresponding period ended October 31,
2008.

A full-text copy of the Company's quarterly report on Form 10-Q is
available for free at http://researcharchives.com/t/s?5194

                 Liquidity and Capital Resources

As of October 31, 2009, the Company had a working capital deficit
of $3,214,712, cash of $618,446 and an accumulated deficit of
$7,793,742.  The working capital deficit is primarily related to
the short-term nature of selected tranches of the debt the Company
issued to finance its acquisitions and has improved from the
April 30, 2009 year end deficit which totaled $4,090,287.  Though
the Company expects that it will refinance a substantial portion
of these short-term obligations, there can be no guarantee that it
will do so.  The Company believes the cash flows from its existing
operations will be adequate to manage its debt commitments should
it be unsuccessful in refinancing its short-term obligations.

Investing activity for the three months ended October 31, 2009,
consisted primarily of $45,584 of capital expenditures.

The Company presently has a $500,000 line of credit with Internet
University, Inc.  At October 31, 2009, the Company had
approximately $295,000 outstanding under this credit line, but it
no longer has access to the unused portion of this line.  The
Company hasbeen making payments as prescribed pursuant to the line
of credit agreement.  The Company has no other bank financing or
other external sources of liquidity.  Due to the Company's brief
operating history as a start-up company, its operations have not
historically been a source of liquidity.  This was the second
consecutive quarter that the Company's operations generated
positive operating cash flow and the Company expects that trend to
continue.

The Company will need to obtain additional capital in order to
expand its operations.  The Company is currently investigating
other financial alternatives, including additional equity and/or
debt financing.  In order to obtain capital, the Company may need
to sell additional shares of its common stock or borrow funds from
private lenders.  However, there can be no assurance that any
additional financing will become available to the Company, and if
available, that such financing will be on terms acceptable to it.

                  About CornerWorld Corporation

Headquartered in Dallas, CornerWorld Corporation (OTC BB: CWRL) --
http://www.cornerworld.com/-- is a marketing and technology
services company creating opportunities from the increased
accessibility of content across mobile, television and internet
platforms.  A key asset is the patented 611 Roaming ServiceTM from
RANGER Wireless Solutions(R), which generates revenue by
processing calls from roaming wireless customers and seamlessly
transferring them to their service provider.  CornerWorld has
offices in Dallas, Texas, Holland, Michigan and New York, New
York.


CORUS BANKSHARES: Has Yet to File September 30 Quarterly Report
---------------------------------------------------------------
Corus Bankshares, Inc., has yet to file its Quarterly Report on
Form 10-Q for the quarter ending September 30, 2009.

In November, Corus warned that it won't be able to timely file the
quarterly report on Form 10-Q.  On September 11, 2009, Corus Bank,
N.A., the wholly owned subsidiary of Corus Bankshares, Inc., was
closed by the Office of the Comptroller of the Currency and the
Federal Deposit Insurance Corporation was appointed as receiver of
Corus Bank.  Since that time, the Company has been working
diligently with its financial and professional advisers in
considering its future options.

Corus said in November the efforts during the last several months
have prevented the Company from finalizing its financial
statements on time to file the Form 10-Q within the prescribed
time period without unreasonable effort and expense. The Company
also noted its independent registered public accounting firm had
resigned on August 31, 2009, and the Company was still in the
process of identifying a successor firm.

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

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


CROSS CANYON: Files Prepackaged Reorg. Plan, Disclosure Statement
-----------------------------------------------------------------
Cross Canyon Energy Corp. has filed with the U.S. Bankruptcy Court
for the Southern District of Texas a prepackaged plan of
reorganization and disclosure statement.

Under the Plan, holders of Class 1 - Administrative Claims, Class
2 - Priority Tax Claims, Class 3 - Other Priority Claims, Class 5
- Royalty Claims, Class 6 - Other Secured Claims, Class 7 -
General Unsecured Claims, and Class 8 - Subordinated Unsecured
Claims will be paid in full, in cash, and are not entitled to vote
on the Plan.

Class 4(a) - CIT First Lien Lender Claims and 2.6 Class 4(b) - CIT
Second Lien Lender Claims are entitled to vote on the Plan.

Class 4(a) Claims will receive the (a) obligation to be evidenced
by the New Senior Secured Credit Facility (in the principal amount
of $10 million), and (b) shares of New Senior Preferred Stock in
an amount sufficient to liquidate the balance of the claims (based
on the liquidation preference of the entire New Senior Preferred
Stock issue of $23.5 million), in full satisfaction of the CIT
First Lien Lender Claims.

Class 4(b) Claims will receive (a) shares of New Senior Preferred
Stock, with a liquidation preference equal to $23.5 million, less
the share of the New Senior Preferred Stock allocated to Class
4(a), and (b) 95% of the New Common Stock in full satisfaction of
the CIT Second Lien Lender Claims.  If the Court determines that
the Debtor is or was required to solicit Class 11 with respect to
acceptances and rejections of the Plan, on account of their
Interests, the CIT Second Lien Lender Claims will receive 100% of
the New Common Stock, plus the New Senior Preferred Stock.

Holders of Class 9 - Intercompany Claims and Class 12 - Common
Stock Option Interests won't receive any distribution on account
of the claims and are not entitled to vote to accept or reject the
Plan.

Holders of Class 10 - Class C Preferred Stock Interests will
receive the New Junior Preferred Stock in full satisfaction of the
Class C Preferred Stock Interests.  Holders of this claim are
entitled to vote to accept or reject the Plan.

Holders of Class 11 - Common Stock Interests will receive their
Pro Rata share of 5% of the New Common Stock.  The Debtor has
elected not to solicit Class 11, and, as a result, the Debtor has
deemed Class 11 to have rejected the Plan.  Should the Bankruptcy
Court determine that the Debtor is or was required to solicit
Class 11 Common Stock Interest Holders with respect to acceptances
and rejections of the Plan, on account of their Interests, then
Class 11 will receive no distribution under the Plan and 100% of
the New Common Stock will be distributed to the Holders of Class
4(b) Claims.

The Court has set a hearing for March 11, 2010, at 9:30 a.m. for
the confirmation of the Plan.

                         About Cross Canyon

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.


CRYOPORT INC: Okays 1-for-10 Reverse Stock Split of Common Stock
----------------------------------------------------------------
CryoPort Inc. approved the reverse stock split of its outstanding
common stock will take effect at the start of trading on the OTC
Bulletin Board on a 1-for-10 split-adjusted basis.

CryoPort's shares will continue to trade on a split-adjusted basis
under the temporary ticker symbol "CYRXD" for a period of 20
trading days to indicate the reverse stock split has occurred.
CryoPort's symbol will revert back to its original symbol "CYRX"
on March 8, 2010.  In connection with the reverse slit CryoPort's
common stock has been assigned a new CUSIP number 229050 208.

The primary objective of the reverse stock split is to gain
compliance with NASDAQ's minimum listing requirement in connection
with the Company's planned stock offering in February and
application to list its common stock on the NASDAQ Capital Market.

Under the terms of the reverse split, stockholders holding 10
shares or more of CryoPort common stock at the close of business
on Feb. 4, 2010 will receive one new CryoPort share for every 10
shares held. Stockholders who would otherwise have a fractional
share as a result of the reverse stock split will receive cash
consideration in lieu of such fractional share.  The reverse split
will reduce the number of shares of outstanding common stock
from approximately 50.5 million, based on the number of shares
outstanding as of Jan. 27, 2010, to approximately 5.05 million.
It also affects shares of common stock underlying stock options,
warrants and convertible debt that are outstanding immediately
prior to the effective date of the reverse stock split.

CryoPort has appointed Continental Stock Transfer & Trust Company
to serve as its transfer agent.  Stockholders will be sent
instructions for exchanging their existing stock certificates for
new stock certificates, and for receiving cash compensation in
lieu of fractional shares.

                          About CryoPort

Lake Forest, California-based CryoPort, Inc., provides innovative
cold chain frozen shipping system dedicated to providing superior,
affordable cryogenic shipping solutions that ensure the safety,
status and temperature, of high value, temperature sensitive
materials.  The Company has developed a line of cost-effective
reusable cryogenic transport containers capable of transporting
biological, environmental and other temperature sensitive
materials at temperatures below zero degrees centigrade.

CryoPort, Inc., reported a net loss of $7,536,045 for the six
months ended September 30, 2009, from a net loss of $9,791,774 for
the year ago period.

At September 30, 2009, the Company had $2,438,068 in total assets
against $25,816,394 in total liabilities, resulting in
stockholders' deficit of $23,378,326.


CRYOPORT INC: Inks Amended Agreement with Enable Growth
-------------------------------------------------------
CryoPort, Inc., entered into an Amendment Agreement with Enable
Growth Partners LP, Enable Opportunity Partners LP, Pierce
Diversified Strategy Master Fund LLC, Ena, and BridgePointe Master
Fund Ltd., who are the Holders of the Registrant's outstanding
Original Issue Discount 8% Senior Secured Convertible Debentures
dated September 27, 2007 and Original Issue Discount 8% Secured
Convertible Debentures dated May 30, 2008 and associated warrants
to purchase common stock, as such Debentures and Warrants have
been amended to date.  The Amendment Agreement amends certain
terms of that certain to Debentures and Warrants, Agreement and
Waiver dated January 12, 2010 between the parties.

Pursuant to the Amendment, the 2010 Amendment has been modified to
provided that Enable and BridgePointe will each convert $1,357,215
in principal amount of the outstanding principal balance of such
Holder's Debenture in exchange for a number of shares of the
Registrant's common stock determined by dividing such principal
amount by that portion of the unit offering price for the Public
Offering being allocated to the share of common stock contained in
the unit, or of the unit offering price.

In consideration of the Holders' agreement to modify the foregoing
conversion price, the Registrant has agreed to issue and deliver
to each of BridgePointe and Enable a warrant to purchase a number
of shares of common stock equal to the difference between the
number of Reference Shares and the number of Conversion Shares.
The exercise price of the Offering Make-up Warrant shall be equal
to the Common Stock Offering Price, provided that the exercise
price of the Offering Make-Up Warrants shall not exceed and shall
be capped at $1.00 per share, and the term of exercise of the
Offering Make-Up Warrant shall be five years from the date of
closing of the Public Offering.  The other terms of the Offering
Make-Up Warrants shall be identical to the terms of the other
warrants previously issued to the Holders, as amended.  For
purposes hereof, the Reference Shares shall mean the number of
shares determined by dividing the Required Conversion Amount by
$0.45 per share.

Lake Forest, California-based CryoPort, Inc., provides innovative
cold chain frozen shipping system dedicated to providing superior,
affordable cryogenic shipping solutions that ensure the safety,
status and temperature, of high value, temperature sensitive
materials.  The Company has developed a line of cost-effective
reusable cryogenic transport containers capable of transporting
biological, environmental and other temperature sensitive
materials at temperatures below zero degrees centigrade.  These
dry vapor shippers are the first significant alternative to using
dry ice and achieve 10+ day holding times compared to 1-2 day
holding times with dry ice.  The Company provides safe
transportation and an environmentally friendly, long lasting
shipper.  These value-added services include an Internet-based web
portal that enables the customer to initiate shipping service and
allows the customer to track the progress and status of a shipment
and in-transit temperature monitoring services of the shipper.
CryoPort also provides to its customer at their pick up location,
the fully ready charged shipper containing all freight bills,
customs documents and regulatory paperwork for the entire journey
of the shipper.


DELTA AIR: JAL Opts to Remain with Oneworld Alliance
----------------------------------------------------
Japan Airlines Corp. announced a decision to strengthen its
partnership with American Airlines.  The carriers, both members of
the oneworld alliance, will jointly apply to the U.S Department of
Transportation and the Ministry of Land Infrastructure, Transport
and Tourism of Japan for the approval of antitrust immunity on
transpacific routes.

Upon receiving the approval from the relevant authorities, JAL and
American Airlines intend to enter a joint business venture which
will enhance their scope of cooperation on the routes between the
United States and Japan, through adjustments to their respective
networks, flight schedules, and other business activities,
allowing both carriers to better complement each other to develop
and offer competitive products and quality service to their
customers.

The JAL Group Chief Operating Officer and president, Masaru Onishi
said on this occasion: "We have analyzed this issue in great
detail, and we are excited at the prospects in terms of the
convenience and benefits for our customers. We also firmly believe
that the advantages of this development with American Airlines can
strongly support JAL at a time when we are striving towards the
revival of our business, which we are determined to achieve. We
certainly look forward to a deeper, more mutually-beneficial
relationship with our long-time partner."

As JAL undergoes the process of reorganization, it will seize the
opportunity presented by this partnership to strengthen its
network and further improve its offerings.  From hence forth, in
addition to the joint business agreement with AMR, JAL will also
fortify its relationships with other partners in the oneworld
alliance, so as to provide customers a comprehensive range of
products and services, and become once again, the airline of
customer's choice.

                          About AMR Corp.

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                         *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.

                             About JAL

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

                           *     *     *

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

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

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


DRINKS AMERICAS: Posts $1.6 Million Net Loss in October 31 Quarter
------------------------------------------------------------------
Drinks Americas Holdings, Ltd. and affiliates reported a net loss
of $1,640,169 on net sales of $15,305 for the three months ended
October 31, 2009, compared to a net loss of $1,183,419 on net
sales of $580,980 for the corresponding period a year earlier.

For the six months ended October 31, 2009, the Company had net
sales of $449,278 and a net loss of $3,516,495, as compared to net
sales of $1,649,557 and a net loss of $2,484,204 for the same
period in 2008.

Gross profit was $127,569 (28% of net sales) for the six months
ended October 31, 2009, compared to gross profit of $379,523
(23.0% of net sales) for the six months ended October 31, 2008.
Gross loss was ($496) (-3.2% of net sales) for the three months
ended October 31, 2009, compared to gross profit of $41,890 (7.2%
of net sales) for the three months ended October 31, 2008.

Selling, general and administrative expenses totaled $3,210,057
for the six months ended October 31, 2009, compared to $2,706,583
for the six months ended October 31, 2008, an increase of 19%.
Selling, general and administrative expenses totaled $1,586,440
for the three months ended October 31, 2009, compared to
$1,089,462 for the three months ended October 31, 2008, an
increase of 46%.

Interest expense totaled $517,485 for the six months ended
October 31, 2009, compared to expense of $157,144 for the six
months ended October 31, 2008.  Interest expense totaled $79,780
for the three months ended October 31, 2009, compared to expense
of $135,847 for the three months ended October 31, 2008.  The
increase in interest expense for the six months ended October 31,
2009 resulted from the increased debt outstanding in 2009 as
compared to 2008.

                          Balance Sheet

At October 31, 2009, the Company had total assets of $4,170,367,
total liabilities of $8,052,411, stockholders' deficiency of
$4,013,655, and noncontrolling interests of $131,611.

The Company's consolidated balance sheets at October 31, 2009,
also showed strained liquidity with $1,473,153 in total current
assets available to pay $7,452,411 in total current liabilities.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://researcharchives.com/t/s?5198

                       Going Concern Doubt

As of October 31, 2009, the Company has a shareholders' deficiency
of $4,013,655 and has incurred significant operating losses and
negative cash flows since inception.  For the six months ended
October 31, 2009, the Company sustained a net loss of $3,516,495,
and used $151,372 in operating activities.

In the event the Company is not able to increase its working
capital, it will not be able to implement or may be required to
delay all or part of its business plan, and its ability to attain
profitable operations, generate positive cash flows from operating
and investing activities and materially expand the business will
be materially adversely affected.

                      About Drinks Americas

Headquartered in Wilton, Conn., Drinks Americas Holdings, Ltd. --
http://www.drinksamericas.com/-- through its majority-owned
subsidiaries, Drinks Americas, Inc., Drinks Global, LLC, D.T.
Drinks, LLC, and Olifant U.S.A Inc., imports, distributes and
markets unique premium wine and spirits and alcoholic beverages
associated with icon entertainers, celebrities and destinations,
to beverage wholesalers throughout the United States.


EDISON FUNDING: S&P Withdraws 'BB+' Counterparty Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
ratings on Edison Funding Co., including its 'BB+' long-term
counterparty credit rating.

The ratings were withdrawn at the company's request.


ESCADA AG: EUSA Wants Plan Exclusivity Until March 31
-----------------------------------------------------
Debtor EUSA Liquidation Inc., formerly known as Escada (USA),
Inc., asks Judge Stuart M. Bernstein of the United States
Bankruptcy Court for the Southern District of New York to extend
the period within which it (i) may file a Chapter 11 plan through
March 31, 2010, and (ii) solicit acceptances of that plan through
May 30, 2010.

Gerald C. Bender, Esq., at O'Melveny & Myers LLP, in New York,
relates that since the Petition Date, the Debtor has focused on
stabilizing its business operations and preparing for,
negotiating and documenting the sale of substantially all of its
assets and business to Escada US Subco LLC.  Moreover, given the
recent consummation on January 15, 2010, of the Asset Sale, the
Debtor avers that has not had sufficient time to formulate a
viable and confirmable Chapter 11 plan.

EUSA Liquidation nevertheless maintains that it has sufficient
liquidity and has been paying its bills as those payables come
due.  Furthermore, it has sold substantially all of its assets
and business to Escada US Subco and is no longer incurring the
typical costs and expenses associated with running an ongoing
business.

Mr. Bender adds that the Debtor's Chapter 11 case has been part
of and dependent on a much larger global restructuring of Escada
AG and its other subsidiaries.  The Debtor reminds the Court that
it is in the process of assessing the nature of various claims
against its estate, and is presently working with the Official
Committee of Unsecured Creditors to formulate a plan of
liquidation.  "Currently, the Debtor is in the process of
developing a plan of liquidation and related disclosure statement
and, subject to the Creditors' Committee's review and comments,
the Debtor intends to file the plan within the next few weeks,"
according to Mr. Bender.

The Debtor's request for an extension of its Exclusive Periods is
not a negotiation tactic, but rather a mere reflection of the
fact that the Debtor requires additional time to formulate a
viable and confirmable plan, Mr. Bender assures the Court.

The Court previously extended the Debtor's Exclusive Periods,
allowing it to file a plan no later than February 12, 2010, and
solicit acceptances for that plan no later than April 12.  Mr.
Bender points out that the Debtor's Current Exclusive Plan Filing
will expire before the date of the next omnibus hearing scheduled
for February 23, 2010.  In this regard, the Debtor asks Judge
Bernstein to enter a bridge order extending the Exclusive Plan
Filing Period until he has had an opportunity to decide on the
merits of the Extension Motion after requisite notice to all
parties-in-interest.

The extension of several days that will result from the Bridge
Order will not prejudice the Debtor's creditors, Mr. Bender
asserts.  Instead, it will preserve the rights of the estate
until a hearing may be held on the merits, and will be
administratively convenient to the Court and parties-in-interest,
he avers.

                          *     *     *

In a written order dated February 3, 2010, Judge Bernstein
declined the Debtor's request for a bridge order.  "The [D]ebtor
filed its motion to extend exclusivity prior to the expiration of
the current exclusive period.  The [M]otion is therefore timely,
and if granted, will extend the current [E]xclusive [P]eriod.
Accordingly, the [D]ebtor has failed to explain why this [B]ridge
[O]rder is necessary," the Court held.

                        About Escada AG

The ESCADA Group -- http://www.escada.com/-- is an international
fashion group for women's apparel and accessories, which is active
on the international luxury goods market.  It has pursued a course
of steady expansion since its founding in 1976 by Margaretha and
Wolfgang Ley and today has 182 own shops and 225 franchise
shops/corners in more than 60 countries.

As of August 10, 2009, the Escada Group operated 176 owned stores
and so-called shop in shops, of which 26 owned stores are located
in the United States and operated by Escada (USA) Inc. and 2
stores are planned to be opened in the United States before year
end.  Escada Group products are also sold in 163 stores worldwide
which are operated by franchisees.  Escada Group had total assets
of EUR322.2 million against total liabilities of 338.9 million as
of April 30, 2009.

Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008).  Judge Stuart
M. Bernstein handles the case.  O'Melveny & Myers LLP has been
tapped as bankruptcy counsel.  Kurtzman Carson Consultants serves
as claims and notice agent.  Escada US listed US$50 million to
US$100 million in assets and US$100 million to US$500 million in
debts in its petition.

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


ESCADA AG: O'Melveny Charges $661,000 for Aug.-Nov.
---------------------------------------------------
In separate fee applications filed with the Court, two
professionals retained in Escada (USA) Inc.'s cases seek the
Court's allowance of their fees and reimbursement of expenses they
incurred on account of services they rendered in the Debtor's case
for the period from August 14 to November 30, 2009.

The Professionals are:

  Professional                           Fees        Expenses
  ------------                         --------      --------
  O'Melveny & Myers LLP
  as Debtor's counsel                  $661,036       $28,471

  Follick & Bessich, PC
  as Debtor's Special
  Customs Counsel                        16,593           388

                        About Escada AG

The ESCADA Group -- http://www.escada.com/-- is an international
fashion group for women's apparel and accessories, which is active
on the international luxury goods market.  It has pursued a course
of steady expansion since its founding in 1976 by Margaretha and
Wolfgang Ley and today has 182 own shops and 225 franchise
shops/corners in more than 60 countries.

As of August 10, 2009, the Escada Group operated 176 owned stores
and so-called shop in shops, of which 26 owned stores are located
in the United States and operated by Escada (USA) Inc. and 2
stores are planned to be opened in the United States before year
end.  Escada Group products are also sold in 163 stores worldwide
which are operated by franchisees.  Escada Group had total assets
of EUR322.2 million against total liabilities of 338.9 million as
of April 30, 2009.

Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008).  Judge Stuart
M. Bernstein handles the case.  O'Melveny & Myers LLP has been
tapped as bankruptcy counsel.  Kurtzman Carson Consultants serves
as claims and notice agent.  Escada US listed US$50 million to
US$100 million in assets and US$100 million to US$500 million in
debts in its petition.

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


ESCADA AG: US Debtor Changes Name to EUSA Following Sale
--------------------------------------------------------
Escada (USA), Inc., sold substantially all of its assets to
Escada US Subco LLC, a Delaware limited liability company formed
by HSBC Trustee Limited to acquire Escada USA's assets, pursuant
to an Asset Purchase and Sale Agreement among the parties dated
December 21, 2010.

The Escada USA Asset Sale was approved by Judge Arthur J.
Gonzales of the United States Bankruptcy Court for the Southern
District of New York on January 7, 2010.  Under the Asset Sale
Agreement, Escada USA is contemplated to (i) receive
US$6 million, (ii) have certain of its liabilities assumed by the
Purchaser; and (iii) receive reimbursement for new inventory it
purchased from and after the execution of the Agreement.

Notably, pursuant to the Sale, Escada USA agreed to change its
name and to revise the caption of its Chapter 11 proceeding to
reflect its new name upon and in connection with the closing of
the sale transaction, Shannon Lowry Nagle, Esq., at O'Melveny &
Myers LLP, in New York, relates.

The Sale Closing occurred on January 15, 2010.  Accordingly, on
January 26, 2010, the Debtor changed its name from Escada (USA)
Inc., to EUSA Liquidation Inc.

Accordingly, the caption of the Debtor's Chapter 11 case is also
modified to:

  UNITED STATES BANKRUPTCY COURT
  SOUTHERN DISTRICT OF NEW YORK

  ----------------------------------x
  In re:                            :
                                    : Chapter 11
  EUSA LIQUIDATION INC.,            : Case No. 09-15008 (SMB)
  (F/K/A ESCADA (USA) INC.)         :
                                    :
  Debtor.                           :
  -----------------------------------

                      Assumed Contracts List

EUSA Liquidation subsequently filed with the Court on January 25,
2010, the final list executory contracts that are assumed under
the Sale, a 6-page schedule of which is available for free at:

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

                        About Escada AG

The ESCADA Group -- http://www.escada.com/-- is an international
fashion group for women's apparel and accessories, which is active
on the international luxury goods market.  It has pursued a course
of steady expansion since its founding in 1976 by Margaretha and
Wolfgang Ley and today has 182 own shops and 225 franchise
shops/corners in more than 60 countries.

As of August 10, 2009, the Escada Group operated 176 owned stores
and so-called shop in shops, of which 26 owned stores are located
in the United States and operated by Escada (USA) Inc. and 2
stores are planned to be opened in the United States before year
end.  Escada Group products are also sold in 163 stores worldwide
which are operated by franchisees.  Escada Group had total assets
of EUR322.2 million against total liabilities of 338.9 million as
of April 30, 2009.

Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008).  Judge Stuart
M. Bernstein handles the case.  O'Melveny & Myers LLP has been
tapped as bankruptcy counsel.  Kurtzman Carson Consultants serves
as claims and notice agent.  Escada US listed US$50 million to
US$100 million in assets and US$100 million to US$500 million in
debts in its petition.

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


EXANET INC: Gets Undisclosed Bid for Assets from Dell
-----------------------------------------------------
Lucas Mearian at Computerworld reports that Dell made an offer to
purchase the assets of Exanet Inc. for an undisclosed amount,
primarily patents and other intellectual property with court
approval through a Chapter 7 liquidation in Israel.

The transaction has not yet been approved by the Israel court, so
[Dell] won't speculate on its completion or timing, according to
Dell spokeman.

Exanet Inc. is a clustered storage vendor.  The Company filed for
Chapter 11 protection in December 2009.


FAIR FINANCE: Involuntary Chapter 7 Case Summary
------------------------------------------------
Debtor: Fair Finance Company
          dba Fair Financial Services
          dba Fair Holding, Inc.
          dba DC Investments
        815 E. Market Street
        Akron, OH 44305

Bankruptcy Case No.: 10-50494

Involuntary Chapter 7 Petition Date: February 8, 2010

Court: United States Bankruptcy Court
       Northern District of Ohio

Judge: Marilyn Shea-Stonum

Petitioners'
Counsel:          David Mucklow, Esq.
                  1606 E. Turkeyfoot Lake Rd.
                  Akron, OH 44312
                  Tel: (330) 896-8190
                  Fax: (330) 896-8201
                  Email: davidmucklow@yahoo.com

                  Michael Moran, Esq.
                  234 Portage Trail
                  Cuyahoga Falls, OH 44222
                  Tel: (330) 929-0507
                  Email: moranecf@yahoo.com

Parties that signed the petitions:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Nick Spada                  Certificate holder
4520 Cottage Grove,
Uniontown, OH 44685

Jacques Dunaway             Certificate holder
3635 Avanti Lane,
Uniontown, OH 4468

Robert Ripley               Certificate holder
PO Box 94,
Tallmadge, OH 44278


FAIRPOINT COMMS: GWI Dispute Under FCC Authority
------------------------------------------------
In a wholesale billing dispute case between FairPoint and Great
Works Internet (GWI), the Maine Public Utilities Commission ruled
that the issue of access to "dark fiber" (unused fiber optic
cable) must be decided by the Federal Communication Commission
(FCC).

"We cannot take sides in this case.  The issue of who has access
to dark fiber and at what cost is firmly in the hands of the FCC,"
stated Commission Chair Sharon Reishus.  "We have pursued this
issue through the courts; they have made it clear.  We strongly
encourage all parties in this case to file comments with the FCC.
Although we decline this petition from GWI because it is beyond
our jurisdiction, we will not hesitate to intervene in the future
to enforce FairPoint's interconnection obligations which do fall
within our jurisdiction."

The Commission directed GWI and FairPoint to negotiate in good
faith in order to prevent any service disruptions.  GWI is to warn
its commercial customers that, if the issues between the two
parties are not resolved, there may be disconnections of
commercial phone service starting February 12th.

In the case deliberated, the Commission unanimously denied a
petition from GWI to open an investigation into the wholesale
billing practices of FairPoint.  GWI also requested a temporary
emergency moratorium on any disconnections of wholesale service
until the outcome of such an investigation; this was also denied
by the Commission.

The Commission regulates the phone network system now owned by
FairPoint, and has jurisdiction over the interconnection
agreements between FairPoint and FairPoint's wholesale customers
such as GWI. The FCC regulates internet service.  The GWI Petition
is part of an ongoing dispute between GWI and FairPoint about to
what degree and at what financial terms, GWI -- and wholesalers
like them -- may access to the so-called "dark fiber loops."
"Dark fiber" is fiber-optic cable that is currently dormant.
Wholesale customers of FairPoint often seek access to this dark
fiber in order to expand their own service to end-user customers.
FairPoint (and Verizon before them) owns these dark fiber loops
and operates them as part of the overall telecommunications
network.

The Commission has pursued questions regarding access to dark
fiber loops since 2005 in the courts and in its own Commission
proceedings.  As recently as November 2009, the Commission filed a
Petition at the FCC asking for ruling on the issue of access to
"dark fiber."  The FCC public comment period on this Petition is
open until March 1, 2010.

                  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: Proposes March 18 Claims Bar Date
--------------------------------------------------
Rule 3003(c)(2) of the Federal Rules of Bankruptcy Procedure
provides that any creditor who asserts a claim against the
Debtors that (i) arose prior to the Petition Date, and whose
claim is not scheduled in Fairpoint Communications Inc. and its
units' schedules of assets and liabilities or (ii) is listed on
the Schedules as disputed, contingent or unliquidated, must file a
Proof of Claim.

Fixing a Claims Bar Date will enable the Debtors to receive,
process and begin to analyze creditors' claims in a timely and
efficient manner, James T. Grogan, Esq., at Paul Hastings
Janofsky & Walker LLP, in New York, asserts.  A Bar Date will
also give creditors ample opportunity to prepare and file Proofs
of Claim.

Accordingly, by this motion, the Debtors ask the Court to
establish:

  (a) March 18, 2010, at 5:00 p.m. Eastern Time, as the
      deadline for each person or entity to file proofs of claim
      based on prepetition claims;

  (b) April 19, 2010, at 5:00 p.m. Eastern Time, as the last
      date and time by which guarantors, sureties, endorsers,
      and other co-debtors may file claims against the Debtors
      under Section 501(b) of the Bankruptcy Code;

  (c) April 24, 2010, at 5:00 p.m. Eastern Time, as the last
      date and time by which governmental units may file Proofs
      of Claim in the Debtors' bankruptcy cases.

The Debtors also propose these uniform procedures for filing
claims:

  * All timely claims or reclamation demands arising under
    Sections 503(b)(9) or 546(c) of the Bankruptcy Code, as
    applicable, will be deemed to satisfy the requirements for
    filing a timely proof of claim in the Debtors' Chapter 11
    cases, but only with respect to the claims asserted pursuant
    to the 503(b)(9) and Reclamation Claims Procedures Order;
    provided, however, that any person or entity who failed to
    deliver a claim or reclamation demand in accordance with the
    503(b)(9) and Reclamation Claims Procedures Order will not
    be entitled to file a claim or reclamation demand under
    Sections 503(b)(9) or 546(c), as applicable.

    Any person or entity who intends to assert a claim in
    addition to a claim or reclamation demand previously
    asserted in accordance with the 503(b)(9) and Reclamation
    Claims Procedures Order will be required to file a proof of
    claim by the Bar Date for that additional claim.

  * Any person or entity that holds a claim that arises
    from the rejection of an executory contract or unexpired
    lease must file a Proof of Claim based on that rejection by
    the later of either (i) the Bar Date; or (ii) the first
    business day that is at least 30 days after the effective
    date of the contract or lease rejection, unless the order
    authorizing that rejection provides otherwise.

  * A claimant who asserts a claim against more than one Debtor
    entity must file a separate Proof of Claim against each
    debtor, and all holders of claims must identify on their
    Proof of Claim the particular debtor against which their
    claim is asserted and the case number of the particular
    Debtor's Chapter 11 case.

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

The Debtors further proposed that these parties need not be
required to file proofs of claim on or before the Bar Date:

  * Any holder of a claim who has already properly filed a Proof
    of Claim against the Debtors with the Clerk of the Court or
    BMC Group, the Debtors' claims agent, utilizing a claim form
    which substantially conforms to the Proof of Claim Form or
    Official Form.

  * Any person or entity whose claim is listed on the Debtors'
    Schedules and (i) whose claim is not described as disputed,
    contingent, or unliquidated; (ii) who does not dispute the
    amount or nature of the claim as set forth in the Schedules;
    and (iii) who does not dispute that the claim is an
    obligation of the specific debtor against which the claim is
    listed on the Schedules.

  * Any person or entity that holds a claim that has been
    allowed by an order of the Court entered on or before the
    Bar Date.

  * Any holder of a claim that has already been paid in full by
    the Debtors.

  * Any holder of a claim for which a separate deadline has
    previously been fixed by the Court.

  * Any debtor in these cases having a claim against another
    debtor.

  * Any person or entity having a claim under Sections 503(b),
    507(a)(2), 330(a), 331 or 364 of the Bankruptcy Code as an
    administrative expense of the Debtors' Chapter 11 cases.

  * Any director of FairPoint who held that position on or after
    June 1, 2009, or any current officer or employee of the
    Debtors, to the extent that the person's claim is for
    indemnification, contribution, subrogation or reimbursement.

At least 28 days prior to the Bar Date, the Debtors intend to
publish a Bar Date Notice, with any modification necessary for
ease of publication, in The Wall Street Journal.

                  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: Removal Period Extended to April 26
----------------------------------------------------
Pursuant to Rule 9027 of the Federal Rules of Bankruptcy
Procedure, FairPoint Communications Inc. and its units asked Judge
Burton Lifland to extend the time by which they must file notices
of removal of related proceedings until April 26, 2010.

Bankruptcy Rule 9027(a)(2) provides that if the claim or cause of
action in a civil action is pending when a case under the
Bankruptcy Code is commenced, a notice of removal may be filed
only within the longest of (i) 90 days after the order for relief
in the case under the Bankruptcy Code; (ii) 30 days after entry
of an order terminating a stay, if the claim or cause of action
in a civil action has been stayed under Section 362 of the
Bankruptcy Code; or (c) 30 days after a trustee qualifies in a
Chapter 11 reorganization case but not later than 180 days after
the order for relief.  Accordingly, pursuant to Bankruptcy Rule
9027(a)(2), the Debtors must file removal notices with respect to
any pending civil actions or proceedings that have not been
stayed by January 24, 2010.

James T. Grogan, Esq., Paul Hastings Janofsky & Walker, LLP, in
New York, informed the Court that no objections or other
responsive pleadings with respect to the Debtors' Removal Period
Extension Motion have been asserted after the January 27, 2010
objection deadline for the request lapsed.

In this regard, the Debtors ask Judge Lifland to grant their
Extension Motion in accordance with the Court's January 27 case
management order.

                  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)


FARR ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Farr Enterprises, Inc.
        Mountain Harbour Marina
        9066 NC Hwy 126
        Nebo, NC 28761

Bankruptcy Case No.: 10-40075

Chapter 11 Petition Date: February 8, 2010

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

Judge: George R. Hodges

Debtor's Counsel: Daniel C. Bruton, Esq.
                  Bell, Davis & Pitt, P.A.
                  100 N. Cherry Street, Suite 600
                  Post Office Box 21029
                  Winston-Salem, NC 27120-1029
                  Tel: (336) 714-4110
                  Fax: (336) 748-5890
                  Email: dbruton@belldavispitt.com

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

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

According to the schedules, the Company has assets of $2,856,530,
and total debts of $1,669,566.

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

            http://bankrupt.com/misc/ncwb10-40075.pdf

The petition was signed by Laura M. Aulgur, president of the
Company.


FOOTHILLS TEXAS: Gets OK to Extend DIP Pact, Use Cash Collateral
----------------------------------------------------------------
Foothills Texas, Inc., et al., obtained approval from the Hon.
Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware to extend their existing DIP Credit Agreement
with Regiment Capital Special Situations Fund III, L.P., and to
use cash collateral.

As reported by the TCR on January 15, 2010, the Debtors sought to
enter into the extended DIP Facility which, among other things,
extends the maturity date from January 31, 2010, until March 31,
2010.  The terms and conditions of the extended DIP Facility will
be substantially identical to the existing DIP Facility.  The
Debtors asked for the Court's permission to grant priming liens
and superpriority claims to the DIP Lender on the same priority
and security as set forth in the DIP Order, and to grant
superpriority claims and security interests as provided in the DIP
Order, with respect to any diminution in the value of their
interests in the pre-petition collateral.

The Debtors can continue using cash collateral to provide
additional liquidity, pursuant to the budget.  A copy of the
budget is available for free at:

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

Foothills Texas, Inc. -- http://www.foothills-resources.com/--
and its affiliates are independent energy companies engaged in the
acquisition, exploration, exploitation and development of oil and
natural gas properties.

Foothills Texas sought protection under Chapter 11 (Bankr. D. Del.
Case No. 09-10452) on February 11, 2009.  Charles R. Gibbs, Esq.,
David F. Staber, Esq., and Sarah Link Schultz, Esq., at Akin Gump
Strauss Hauer & Feld, LLP, in Dallas, Tex., and Norman L. Pernick,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Wilmington,
Del., represent the Debtor.  In its Chapter 11 petition, the
Debtor disclosed $89.5 million in assets and $78.8 million in
liabilities, of which $71.2 million is owed to secured lenders.
Regiment Capital Special Situations Fund III LP provided
$2.5 million of postpetition financing.


FOOTHILLS TEXAS: Wins Confirmation of Reorganization Plan
---------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware confirmed Foothills Texas, Inc., et al.'s
first amended joint plan of reorganization.

According to the Disclosure Statement, the Plan provides for one
of the prepetition lenders, Regiment Capital Special Situations
Fund III LP, to acquire the Debtors by accepting stock in
Reorganized Foothills Resources in lieu of cash or collateral on
account of a portion of its secured prepetition loans to the
Debtors, and for all the prepetition common and preferred stock
interest in Foothills Resources, to be canceled, but will remain
outstanding, all of which interests will continue to be owned
directly by Reorganized Foothills Resources.

The other claims will be paid in cash derived from the exit
facility to be executed in accordance with the plan, with notes or
with beneficial interests issued in connection with the Trust.

A copy of the Company's First Amended Disclosure Statement is
available for free at:

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

A copy of the Company's First Amended Plan of Reorganization is
available for free at:

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

Foothills Texas, Inc. -- http://www.foothills-resources.com/--
sought protection under Chapter 11 (Bankr. D. Del. Case No. 09-
10452) on February 11, 2009.  Charles R. Gibbs, Esq., David F.
Staber, Esq., and Sarah Link Schultz, Esq., at Akin Gump Strauss
Hauer & Feld, LLP, in Dallas, Tex., and Norman L. Pernick, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, in Wilmington, Del.,
represent the Debtor.  In its Chapter 11 petition, the Debtor
disclosed $89.5 million in assets and $78.8 million in
liabilities, of which $71.2 million is owed to secured lenders.
Regiment Capital Special Situations Fund III LP provided
$2.5 million of postpetition financing.


FREESCALE SEMICONDUCTOR: Swings to $753MM Net Profit in 2009
------------------------------------------------------------
Freescale Semiconductor Inc. reported net earnings of $753 million
on net sales of $3.5 billion for the year ended Dec. 31, 2009,
compared with a net loss of $7.9 billion on net sales of
$5.2 billion in 2008.

The Company reported $5.11 billion in total assets and
$8.98 billion in total liabilities resulting to a $3.87 billion
stockholders' deficit as of Dec. 31, 2009.

The Company generated cash flow from operations of $76 million and
$410 million during the years ended December 31, 2009 and 2008,
respectively.  The decrease in cash flow provided by operations
from the prior year period is primarily attributable to our
significant decline in revenues during 2009, as well as 2008
benefitting from the receipt of funds in connection with an
updated arrangement with Motorola.

The Company said its days sales outstanding decreased to 36 days
at December 31, 2009 from 38 days at December 31, 2008.  Its days
of inventory on hand -- excluding the impact of purchase
accounting on inventory and cost of sales -- decreased to 87 days
at December 31, 2009 from 93 days at December 31, 2008 as a result
of declining inventory levels.

The Company related that days purchases outstanding increased to
45 days at December 31, 2009, from 36 days at December 31, 2008,
primarily due to fluctuations in the timing of payments.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?5196

                   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.

Freescale's corporate credit ratings from Standard & Poor's,
Moody's and Fitch are 'B-', 'Caa1' and 'CCC', respectively.


FREESCALE SEMICONDUCTOR: Moody's Retains 'Caa1' Corporate Rating
----------------------------------------------------------------
Freescale Semiconductor, Inc., disclosed that senior lender
plaintiffs filed a motion on February 5th petitioning the New York
State appellate court to vacate suspension of trial court
proceedings in a lawsuit related to Freescale's 2009 debt
exchange, and to temporarily block the company's proposed
amendment to its credit agreement that would allow it to extend
and refinance a portion of its debt.  To the extent that
plaintiffs successfully delay or impede the transaction, Moody's
said this would not affect Freescale's Caa1 corporate family
rating or stable outlook.

The last rating action was on February 4, 2010, when Moody's
affirmed Freescale's Caa1 CFR and stable outlook.

Headquartered in Austin, TX, Freescale Semiconductor, Inc.,
designs and manufactures embedded semiconductors for the
transportation, networking and wireless markets.  The company was
separated from Motorola via IPO in July 2004 and taken private in
a leveraged buyout in December 2006.  Revenues for the twelve
months ended December 31, 2009, were $3.5 billion.


GENCORP INC: Board Approves Cash Incentive Awards to Executives
---------------------------------------------------------------
The Board of Directors of GenCorp Inc., upon the recommendation of
the Organization & Compensation Committee, approved cash incentive
awards to its named executive officers and other key employees of
the Company for fiscal year 2009.

The awards were based on an assessment of actual performance
against pre-established Company and business segment performance
objectives specified in the Company's 2009 Annual Cash Incentive
Plan.  The performance objectives as outlined in the Plan included
contract profit, cash flow, pre-tax earnings, awards and personal
factors, as defined therein, each of which were weighted
differently.

These table lists the total award amounts for each of the named
executive officers of the Company during fiscal year 2009:

  Executive Officer            Title                  Award
  -----------------            -----                  -----
J. Scott Neish               Former Interim         $536,000
                             President and Chief
                             Executive Officer
                             and Vice President;
                             and Former President,
                             Aerojet-General
                             Corporation
               
Kathleen E. Redd             Vice President, Chief  $230,000  
                             Financial Officer and
                             Secretary
               
Chris W. Conley              Vice President         $148,000  
                             Environmental, Health
                             and Safety
               
Robert E. Shenton            Vice President and     $169,000
                             Chief Operating
                             Officer of Aerojet-
                             General Corporation

Further, Kathleen E. Redd was awarded an additional discretionary
bonus of $70,000 for her performance during fiscal year 2009.

                           About GenCorp

GenCorp Inc. manufactures aerospace and defense systems, with a
separate real estate segment.  GenCorp's Aerospace and Defense
segment includes the operations of Aerojet-General Corporation,
which develops and manufactures propulsion systems for defense and
space applications, armament systems for precision tactical weapon
systems and munitions applications.

GenCorp's Real Estate segment includes activities related to the
entitlement, sale, and leasing of excess real estate assets.
GenCorp owns 12,200 acres of land adjacent to U.S. Highway 50
between Rancho Cordova and Folsom, California, east of Sacramento.
GenCorp also owns 580 acres in Chino Hills, California.

                           *     *     *

According to the Troubled Company Reporter on Jan. 26, 2010,
Standard & Poor's Ratings Services said it raised its ratings on
GenCorp Inc. by one notch and removed all ratings from
CreditWatch, where S&P had placed them with positive implications
on Dec. 15, 2009.  The corporate credit rating is now 'B-' and the
outlook is stable.  The recovery ratings were not on CreditWatch
and remain unchanged.  The rating actions follow the company's
repayment of $125 million of debt that was tendered to it, with
proceeds from the $200 million in convertible subordinated
debentures it issued in late December 2009.


GENCORP INC: Swings to $15-Mil. Net Income in Q4
------------------------------------------------
GenCorp Inc. reported $15.0 million net income for the fourth
quarter of 2009 compared to a net loss of $5.7 million for the
fourth quarter of 2008.  The increase in net income was primarily
due to a charge of $14.6 million related to the freeze of the
Company's defined benefit pension plan in 2008 and a decrease of
$5.8 million in non-cash retirement benefit expense.  The increase
in weighted average shares outstanding was primarily due to the
assumed conversion of the Company's 4% contingent convertible
subordinated notes.

Sales for 2009 totaled $795.4 million compared to $742.3 million
for 2008.  The Company reports its fiscal year sales under a 52/53
week accounting convention. Fiscal 2008 was a 53 week year with
the extra week of sales totaling $19.1 million reported in the
first quarter of that fiscal year.

Net income for 2009 was $59.3 million, or $0.97 diluted earnings
per share on 66.6 million weighted average shares outstanding,
compared to net income of $1.5 million, or $0.03 diluted earnings
per share on 57.2 million weighted average shares outstanding, for
2008.  The increase in net income was primarily due to the
following:

   * a decrease of $19.9 million in non-cash retirement benefit
     expense;

   * an income tax benefit of $17.6 million in 2009 primarily as a
     result of new guidance clarifying which costs qualify for
     ten-year carryback of tax net operating losses for refund of
     prior years' taxes; and

   * a $16.8 million charge related to the second amended and
     restated shareholder agreement with respect to the election
     of Directors at the 2008 Annual Meeting and other related
     matters in 2008.

The increase in the weighted average shares outstanding was
primarily due to the assumed conversion of the Company's 4% Notes.

In December 2009, the Company issued $200.0 million in aggregate
principal amount of 4.0625% convertible subordinated debentures in
a private placement to qualified institutional buyers under the
Securities Act of 1933. Issuance of the 4 1/16% Debentures
generated net proceeds of approximately $195.0 million, a portion
of which were used to repurchase $124.7 million of the 4% Notes in
January 2010.  The remaining proceeds will be used to redeem a
portion of the 9 1/2% senior subordinated notes; pay accrued
interest on the 4% Notes and 9% Notes; and pay other debt
issuance costs.

After the close of the fourth quarter of 2009, the Company
announced that effective January 6, 2010, Scott J. Seymour was
named chief executive officer and president of GenCorp and
president of Aerojet, succeeding Scott Neish who resigned from his
roles with the Company. Mr. Seymour was also appointed to the
Company's Board of Directors.  He has more than 35 years of
aerospace and defense experience, most recently serving in senior
roles at Northrop Grumman, including corporate vice president and
president of the Integrated Systems Sector.  "I am both extremely
pleased and privileged to be joining the Company.  Having spent my
career in the aerospace industry, I am very familiar with
Aerojet's proud history and significant contribution to the
aerospace and defense capabilities of our nation," said Seymour.
"I look forward to working with the GenCorp, Aerojet and Easton
Real Estate teams to focus on improved operational and financial
performance across all of our product lines, and growing the
business by seeking opportunities to create value for our
customers, shareholders and teammates."

A full-text copy of the company's fourth quarter results is
available for free at http://ResearchArchives.com/t/s?50d4

                           About GenCorp

GenCorp Inc. manufactures aerospace and defense systems, with a
separate real estate segment.  GenCorp's Aerospace and Defense
segment includes the operations of Aerojet-General Corporation,
which develops and manufactures propulsion systems for defense and
space applications, armament systems for precision tactical weapon
systems and munitions applications.

GenCorp's Real Estate segment includes activities related to the
entitlement, sale, and leasing of excess real estate assets.
GenCorp owns 12,200 acres of land adjacent to U.S. Highway 50
between Rancho Cordova and Folsom, California, east of Sacramento.
GenCorp also owns 580 acres in Chino Hills, California.

                          *     *     *

GenCorp carries Standard & Poor's Ratings Services' 'B-'
corporate credit rating and Moody's Investors Service's 'B3'
Corporate Family Rating and 'Caa1' Probability of Default Rating.


GENERAL MOTORS: New GM Keeps Hands Off KLC Sublease Pact
--------------------------------------------------------
General Motors LLC or "New GM" asks the Bankruptcy Court to
clarify that Motors Liquidation Co., as the "Debtors," did not
assume and assign to General Motors LLC, a certain Amended and
Restated Sublease Agreement between the Debtors and KLC.

Representing GM, Joseph R. Sgroi, Esq., at Honigman Miller
Schwartz and Cohn LLP, in Detroit, Michigan, relates that prior to
the Petition Date, the Debtors and KLC were parties to a fleet
purchase agreement known as the "2010 Model Year Competitive
Assistance Program Agreement."  Subject to certain conditions, the
CAP Agreement provides that KLC will receive discounts on GM-brand
vehicles during the 2010 model year.  Also prior to the Petition
Date, KLC subleased property from the Debtors under an Amended and
Restated Sublease Agreement - known as the "Sublease."

Mr. Sgroi avers that in connection with the sale to General Motors
LLC of substantially all of the assets of Motors Liquidation
Company formerly known as General Motors Corporation, GM
designated the CAP Agreement between the Debtors and KLC for
assumption and assignment.

The Debtors assumed and assigned the CAP Agreement to GM on
July 10, 2009.  GM subsequently designated the Sublease between
the Debtors and KLC as rejectable by the Debtors, and the Debtors
moved to reject the Sublease, Mr. Sgroi relates.

As earlier reported, KLC filed an objection to the Debtors'
request to reject the sublease, claiming that the Debtors assumed
and assigned the Sublease to GM instead of the CAP Agreement.  The
Debtors clarify that they did not assume and assign the Sublease
to GM.

By this motion, GM asks the Court to determine that only the CAP
Agreement was assumed by the Debtors and assigned to GM.
Alternatively, if the Court determines that the sublease was
assumed and assigned to GM, GM requests relief from that
assignment under Rule 60 of the Federal Rule of Civil Procedure.
In conjunction with these requests, GM further asks the Court to
rescind the related cure settlement agreement between GM and KLC
on the basis of mutual mistake of fact.

The Court will convene a hearing to consider GM's request on March
2, 2010.  Objections will be due by February 25.

              Relational Withdraws Objection

Relational, LLC, formerly known as Relational Funding Corporation
and doing business as Relational Technology Solutions, a creditor
and party-in-interest has withdrawn its objection to the Debtors'
notice to assume its unexpired lease of personal property.  RTC's
withdrawal of its objection is pursuant to a written agreement
with the Debtors.

                       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: Objects to Angell Putative Class' $6155MM Claim
---------------------------------------------------------------
Motors Liquidation Co. and its units ask the Bankruptcy Court to
disallow in its entirety, a $615,000,000 claim filed by Susan
Angell and Prudence Reid, individually and on behalf of two-
putative nationwide subclasses, and a purported class action
complaint which alleges causes of action for breach of contract;
violations of Massachusetts General Law regarding the alleged
breach of implied warranty of merchantability; breach of express
warranty; breach of express warranty to repair; unfair and
deceptive trade practices; and unjust enrichment.  In the
alternative, the Debtors ask the Court not to allow the Angell
Putative Class Claim to proceed as a class claim.

These Claims, according to Joseph H. Smolinsky, Esq., at Weil,
Gotshal & Manges LLP in New York, arose from the Debtors'
marketing, maintenance, and sale of certain Saab vehicles which,
the Angell Plaintiffs allege, had engines that were defective with
respect to their design and workmanship, materials and
manufacture, predisposing them to "oil sludge" deposits.  The
Angell Plaintiffs seek, through the Second Amended Complaint,
among others:

(1) to certify the putative sub-classes;

(2) monetary damages;

(3) injunctive relief compelling the Debtors to inspect,
     replace, and clean various engine and vehicle parts;

(4) restitution for all engine repairs resulting from the
     allegedly defectively designed engines and allegedly
     incorrect engine oil recommendations;

(5) restitution for all increased relevant past, present, and
     future maintenance costs;

(6) disgorgement of the Debtors' revenue from their alleged
     unlawful conduct;

(7) establishment of a constructive trust "funded by the
     benefits conferred upon" the Debtors; and

(8) a permanent injunction enjoining the Debtors "from denying
     Angell's, Reid's and class members' class vehicle oil
     sludge damage claims for an eight year period commencing
     from the initial date of sale or lease regardless whether
     complete maintenance records are available."

The Angell Putative Class Claim should be disallowed in its
entirety because it does not satisfy Rule 23 of the Federal Rules
of Civil Procedure because of the numerous issues of fact that
would predominate over any common questions.  Rule 23 requires a
common question of law or fact common to the class.  Mr. Smolinsky
points out.

In addition, the need for injunctive relief has been mooted and
would provide no deterrent effect, as the Debtors no longer
operate a business and are liquidating.  Furthermore, the Angell
Plaintiffs' request for a constructive trust is improper in the
context of the Debtors' bankruptcy proceeding, and their claims
for breaches of express warranties are barred by the plain terms
of the Purchase Agreement, as these liabilities are no longer the
Debtors' obligations, Mr. Smolinsky explains.

Despite notice by publication of the Bar Date to the putative
class members encompassed by the Angell Putative Class Claim --
other than the claims filed by the Angell Plaintiffs and by one
other individual represented by putative class counsel for the
Angell Plaintiffs -- there have been no claims filed in the Court
seeking damages or requesting relief in connection with the
alleged defect of Debtors' Products, Mr. Smolinsky clarifies.

                       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: Objects to L. Washington's $1.5 Bil. Claim
----------------------------------------------------------
Motors Liquidation Co. and its units object to and ask the Court
to disallow and expunge Claim Nos. 02109 and 14938 filed by
Lafonza Earl Washington, contending that the claims contain no
supportable legal or factual basis.  Furthermore, the Debtors
reserved their right to later object to any surviving claims on
any other basis.

Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP in New
York, tells the Court that the Debtors object to Mr. Washington's
claims as these are "incomprehensible and unsupported by facts."

Moreover, Mr. Washington is a serial filer, having fondness for
litigation, and his claims against the Debtors are part of a
pattern of disallowed filings which is not limited to this
bankruptcy.  Mr. Washington, having a long history as a serial
filer, has been repeatedly ordered not to file papers absent leave
of court, Mr. Smolinsky relates.

                       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: Reaches Pact With Spyker on Saab Sale
-----------------------------------------------------
General Motors Co. and Spyker Cars NV confirmed on January 26,
2010, that they have reached a binding agreement on the purchase
of GM's Swedish unit, Saab Automobile AB.

"Today's announcement is great news for Saab employees, dealers
and suppliers, great news for millions of Saab customers and fans
worldwide, and great news for GM," said John Smith, GM vice
president for Corporate Planning and Alliances.

"Throughout the negotiations, GM has always had the hope to find a
solution for Saab that would avoid a wind down of the brand," Nick
Reilly, president for GM Europe said in an official statement.
"We've worked with many parties over the past year, including
governments and investors, and I'm very pleased that we could come
to such a good conclusion, one that preserves jobs in Sweden and
elsewhere.  GM will continue to support Saab and Spyker on their
way forward."

The Swedish government is at present reviewing the transaction and
the related request for guarantees of the Saab Automobile loan
that has been requested from the EIB.  Assuming quick action, the
transaction is expected to close in mid-February, and previously
announced wind down activities at Saab will be immediately
suspended, pending the close of the transaction, GM said.

GM added that the sale will be subject to customary closing
conditions, including receipt of applicable regulatory,
governmental and court approvals.  Other terms and conditions
specific to the sale will be disclosed in due time.  Mr. Smith
noted on a conference call that GM will receive some "additional
consideration" from the Saab deal, which he declined to elaborate,
according to Bloomberg News.

       Spyker Provides Further Details on Saab Acquisition

In advance of the General Meeting of Spyker shareholders, to be
held on February 12, 2010, and which was convened on January 28,
Spyker provided further strategic and financial details regarding
its acquisition of Saab in an official statement dated
February 1.

         Acquisition Rationale and Saab Business Plan

Spyker believes that through the purchase of Saab it has a rare
opportunity to acquire and rebuild a global car brand which will
be repositioned towards an independent performance-oriented niche
car company with an industry-leading environmental strategy.


Saab's brand DNA is unique and rooted in its aeronautical
heritage, innovative and independent thinking and its Swedish
origins.  Spyker fully supports Saab's Business Plan which will be
implemented by Saab management.  The Business Plan, drawn up by
Saab management over the past ten months, was analysed by Spyker
in assistance with Booz & Co. and KPMG Transaction Services,
advisors to Spyker.  The Business Plan has also been analysed and
supported by several advisors to the Swedish Government and the
EIB.

At the General Meeting, Spyker Cars N.V. intends to adopt a
resolution to change its name to Saab Spyker Automobiles NV.  This
entity will operate Spyker and Saab as two separate operating
companies, each focused on its distinct target markets with their
respective vehicle lines.  As previously stated, Saab Spyker is
committed to execute the Saab Business Plan. It is the intention
to enhance it in several areas. The highlights of Saab's strategy
will be:

  * Saab will be a stand-alone niche manufacturer with three to
    four model lines: 9-3 (sedan, hatchback, sports estate, X
    and convertible) and 9-5 (sedan, sports estate and X) and
    the 9-4X for both the US and European markets.  In addition,
    Saab will investigate the potential of adding a fourth
    smaller car line ("9-1") in due course provided that the
    positive development of the smaller car segment continues.
    However, this model is currently not envisaged in the
    Business Plan so if the outcome of the investigation is
    positive, additional financing to develop this model could
    be required.

  * Saab's product portfolio will be renewed completely,
    beginning with the launch of the new 9-5 early this summer,
    the new 9-4X in early 2011 and the new all Saab 9-3 in 2012.

  * Saab will continue to be repositioned against other brands
    including Audi (A4/A6) and BMW (3/5 series) as a premium
    brand, leveraging its strong and unique brand heritage.

  * Saab's Technical Development Center in Trollhattan has full
    capability in developing complete vehicles and will continue
    to do so.  In areas such as safety, environment, driving
    characteristics, practicality, turbo technologies and
    several other innovations, the Saab brand is among the best
    in the industry.

  * With Trollhattan as one of the most efficient mid-size car
    plants in Europe, production and sales volumes are aimed to
    be rebuilt to recent pre-crisis levels of about 100,000 to
    125,000 vehicles including the 9-4X built in Mexico.

  * The current dealer network will be re-energized with a new
    sales and distribution approach in certain markets, which
    will be implemented during 2010.

  * The economies of scale of the on-going collaboration with GM
    after Closing the acquisition (February 2010) will continue
    to be leveraged in sourcing via ancillary agreements, with
    independent sourcing gradually increasing to reduce GM
    dependency and obtain improved access to other suppliers and
    the co-development of unique innovations.

Saab Spyker believes that its two brands, both deeply rooted in
aeronautical and automotive history, will benefit from sharing
certain assets and technology services. Examples include but are
not limited to:

  * Saab's extensive global network of 1,100 dealers.

  * The extensive engineering know how and innovative
    technologies available at Saab.

  * Sharing of activities in marketing & sales, consisting of
    merchandising, promotion & sponsorship activities, among
    others.

In the future, the two brands will be able to share certain parts
and components and expect to obtain access to supplier and partner
resources not available to Spyker or Saab individually today.

                     Funding of Saab

The Saab Business Plan requires approximately $1 billion in peak
funding for Saab in advance of the return to profitability,
forecast to occur by 2012.  The funding is provided in part by GM,
through US$326 million Redeemable Preference Shares, and in part
through other contributions, which concern various substantial
contributions to the funding of Saab's Business Plan on favorable
terms for supplies by GM to Saab and deferred payments from Saab
to GM.  The remaining amount, apart from cash at bank, is to be
provided by a EUR400 million loan from the European Investment
Bank for certain R&D projects at Saab.  Securing this EIB loan is
a condition precedent to closing of the Saab acquisition.

With this financing in place, the business plan does not envisage
any future funding being required, neither from Spyker or
elsewhere, for Saab to return to profitability. The business plan
targets car production and sales at or below historical levels of
100,000 to 125,000.

Explanation on the two sources of funding:

(1) Redeemable Preference shares

   At Closing, GM will convert US$326 million of pre-closing
   receivables on Saab into RPSs in Saab.  The issue of the RPSs
   will therefore NOT cause any dilution for the shareholders in
   Spyker.  The voting rights attaching to these RPSs constitute
   0.0005% of the total voting rights in Saab.  The
   other 99.99% of the voting rights (100% of the ordinary
   shares) will be held by Spyker. Since the RPSs are capital
   and not a loan, no interest is due at any time by Saab.  The
   RPSs carry no dividend from Closing until December 31, 2011.

   A dividend entitlement of 6% starts from January 1, 2012,
   through June 30, 2014, and increases over time to 12% as from
   July 1, 2014, until the scheduled redemption date of
   December 31, 2016.  The dividend over 2012 will be added to
   principal, but as from fiscal year 2013 the dividend is
   payable in cash.  Should Saab have insufficient distributable
   reserves to pay the cash dividend it will be added to
   principal increased with a penalty factor of up to 4%, but
   such that the total dividend entitlement will never exceed
   12%.

   In the period 2010-2016, the average dividend payable is
   about 4%, which is considerably below the average interest on
   a comparable subordinated loan.

   The RPSs qualify as equity and therefore, if Saab cannot pay
   dividends or redeem the RPSs, Saab will not be in default but
   the RPSs will simply continue to accrue.  Also, the RPSs
   cannot be redeemed as long as the EIB loan is not yet fully
   repaid.  The Saab Business Plan envisages redemption of the
   RPSs starting in 2016 out of retained profit, without
   additional funding from Spyker or anyone else being required.

(2) EIB loan

   The Share Purchase Agreement is subject to the execution of a
   EUR400 million loan agreement between Saab and the European
   Investment Bank, for which a guarantee was obtained from the
   Swedish Government on January 26, 2010.  This loan will be
   issued to Saab.  All amounts payable by the EIB are
   specifically earmarked to the Euro for designated Saab
   projects and capital expenditures and represent 50% of these
   projects or capital expenditures.  The projects mainly relate
   to increasing fuel efficiency and clean car technology.  The
   remaining 50% is funded by Saab itself pursuant to its
   Business Plan.  Spyker will not have any access to the EIB
   funds which are completely ring-fenced nor will it pay any
   part of the Purchase Price with proceeds from the EIB loan.

   The guarantee is subject to approval by the European
   Commission.  Saab and the Swedish Government have provided
   all required information to the EC prior to the issue of the
   guarantee so the decision by the EC is expected very soon.

                    Funding of Spyker

Spyker's existing bank loans in the aggregate amount of
EUR57 million are refinanced by Tenaci Capital B.V.  The terms and
conditions of this loan will mirror those of the existing loans it
repays, including the right to convert EUR9.5 million into
ordinary shares at EUR4 per share. The term of the loan is 12
months and the interest 10 percent above Euribor.  After payment
of the last installment of the Purchase Price, Tenaci has the
right to collateralize the loan on terms and conditions identical
to those on which the existing loans were collateralized.

The Purchase Price of Saab amounts to US$74 million or
EUR53.23 million at the current exchange rate of 1:1.39.  The
first installment of US$50 million, to be paid on Closing, will be
paid as follows: US$25 million is borrowed from Tenaci at the same
interest rate as the other funding extended by Tenaci, without the
right to convert into shares.  This amount is currently already in
escrow with General Motors.

The other US$25 million is financed through a share issue, largely
through a commitment from GEM Global Yield Fund Ltd under an
equity facility concluded between Spyker and GEM.  Spyker
currently does not intend to draw in excess of US$25 million under
this facility.

The second installment, US$24 million, will be payable on
July 15, 2010.  Spyker has been approached by various investors to
fund this installment.  Spyker intends to finance this amount
primarily through senior debt -- senior to the debt owed to Tenaci
-- but does not rule out other alternatives.  Spyker has committed
to pledge its assets to GM as security for this final tranche.

                    Funding of Tenaci

Tenaci's equity is wholly owned by Investeringsmaatschappij
Helvetia B.V., the personal holding company of Mr. Victor Muller.
Tenaci obtains its debt funding from sources that wish to remain
anonymous and with which Tenaci has entered into non-disclosure
agreements. The terms and conditions of Tenaci's own financing do
not impact Spyker or Saab in any way.

Tenaci has successfully bought Mr. V. Antonov's current
shareholding in Spyker consisting of 4.6 million ordinary shares,
subject to closing of the Saab acquisition.  Currently, Tenaci has
no plans to make a public offer on all of the issued shares in
Spyker.

                       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: Lists Mediators to Work Out Unliquidated Claims
---------------------------------------------------------------
Old General Motors Corp., now formally named Motors Liquidation
Co., is in Bankruptcy Court today seeking approval of approval of
mediation procedures to resolve some of the 68,000 claims that
were filed for $217 billion.

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 alternative dispute
resolution 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.

* Dallas, Texas

  Name                     Experience
  ----                     ----------
  Burdin, Mary             Personal injury, products liability
  Damuth, Brenda J.        Personal injury, products liability
  Grissom, Jerry           Class actions, personal injury,
                             products liability
  Hale, Earl F.            Complex business disputes
  Lopez, Hon. Carlos G.    Personal injury, products liability
  Martin, Hon. Harlan      Complex business disputes, personal
                             injury,  products liability
  Parker, Walter E. "Rip"  Personal injury, products liability,
                             complex disputes
  Rubenstein, Kenneth J.   Personal injury, products liability;
                             complex disputes
  Young, James             Class actions, complex business
                             disputes, insurance disputes,
                             personal injury

* Detroit, Michigan

  Name                     Experience
  ----                     ----------
  Connor, Laurence D.      Complex business disputes

  Driker, Eugene           Complex business disputes, class
                             actions
  Harrison, Michael G.     Personal injury
  Kaufman, Richard C.      Personal injury
  Muth, Jon R.             Complex business disputes, class
                             actions
  Pappas, Edward H.        Complex business disputes, products
                             liability
  von Ende, Carl H.        Complex business disputes

* New York, New York

  Name                     Experience
  ----                     ----------
  Carling, Francis         Products liability, personal injury
  Cyganowski, Melanie      Complex business disputes
  Farber, Eugene I.        Products liability
  Feerick, Kevin           Complex business disputes, products
                             liability
  Holtzman, Eric H.        Products liability
  Hyman, Ms. Chris Stern   Insurance disputes
  Leber, Bernice K.        Complex business disputes
  Levin, Jack P.           Class actions, breach of warranty
                             claims, products liability

* San Fancisco, California

  Name                     Experience
  ----                     ----------
  Cowett, Hon.
    Patricia Ann Yim       Personal injury
  Donnet, Toni-Diane       Consumer litigation, personal injury
  Glavis, Greta            Personal injury, complex business
                             disputes
  Komar, Hon. Jack         Products liability class actions, mass
                             torts
  McPharlin, Linda         Complex business disputes
  Spieczny, Nancy J.       Personal injury
  Tucker, William J.       Personal injury, complex business
                             disputes
  Wied, Colin W.           Complex business disputes, personal
                             injury, products liability

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GLOBAL CROSSING: Committee, Board Adopt 2010 Incentive Bonus Plan
-----------------------------------------------------------------
The Compensation Committee and the Board adopted the Global
Crossing Ltd. 2010 Discretionary Incentive Bonus Program, the
Company's annual bonus program for 2010.  The program is intended
to retain employees and to motivate them to help the Company
achieve its financial and business goals.

Each participant is provided a target award under the 2010 Bonus
Program expressed as a percentage of his or her base salary.  The
applicable percentages for the Named Executive Officers

  Participants                      Target Bonus Opportunity
  ------------                      ------------------------
  John J. Legere                             100%
  David R. Carey                             65%
  Daniel J. Enright                          65%
  John A. Kriztmacher                        65%
  John B. McShane                            65%

Actual awards under the 2010 Bonus Program will be based on the
extent to which the Company achieves specified performance goals
for 2010 relating to earnings and cash flow.  The Compensation
Committee may in its sole discretion adjust the payout amounts to
any or all participants based upon such factors, objective or
subjective, it deems prudent, necessary or appropriate.

In addition, the Compensation Committee and the Board also
approved the 2010 long-term incentive program comprising the grant
of restricted stock units and performance shares to key employees
of the Company, including the Named Executive Officers, under the
2003 Global Crossing Limited Stock Incentive Plan.

Each RSU entitles the participant to receive an unrestricted share
of the Company's common stock on Feb. 1, 2013, subject to the
participant's continued employment through that date and subject
to earlier pro-rata vesting in the event of death or long-term
disability; provided that all of the chief executive officer's
unvested RSUs vest upon actual or constructive termination without
cause (as determined in accordance with his employment agreement)
or due to death or long-term disability. Each RSU will also vest
in full upon a Change in Control.  The aggregate number of RSUs
granted to the Named Executive Officers was 215,400.

The number of RSUs and the target number of performance shares
granted to the Named Executive Officers under the 2010 long-term
incentive program are as follows:

  Participants            RSUs         Target Performance Shares
  ------------            ----         -------------------------
  John J. Legere          118,650            118,650
  David R. Carey          21,750             21,750
  Daniel J. Enright       21,750             21,750
  John A. Kriztmacher     31,500             31,500
  John B. McShane         21,750             21,750

                        About Global Crossing

Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC)
and its subsidiaries are a global communications service provider,
serving many of the world's largest corporations, government
entities and many other telecommunications carriers, providing a
full range of Internet Protocol and managed data and voice
products and services.  The Company's network delivers services to
nearly 700 cities in more than 60 countries and six continents
around the world.  The Company operates as an integrated global
services provider with operations in North America, Europe, Latin
America and a portion of the Asia/Pacific region, providing
services that support a migration path to a fully converged IP
environment.

Global Crossing reported a net loss of US$73 million for the three
months ended September 30, 2009, from a net loss of US$72 million
for the year ago period.  Global Crossing reported a net loss of
US$104 million for the nine months ended September 30, 2009, from
a net loss of US$232 million for the year ago period.

At September 30, 2009, Global Crossing had US$2,463,000,000 in
total assets against US$2,796,000,000 in total liabilities,
resulting in US$333,000,000 in stockholders' deficit.


GRAHAM PACKAGING: Inks Sixth Amended Agreement Limited Partnership
------------------------------------------------------------------
GPC Holdings L.P., Graham Packaging Corporation, BCP/Graham
Holdings L.L.C., and Graham Packaging Company Inc. entered into
the Sixth Amended and Restated Agreement of Limited Partnership of
Graham Packaging Holdings Company.  The partners of Holdings
adopted the Partnership Agreement in connection with the initial
public offering of the Company.  Pursuant to the Partnership
Agreement

   * the partnership interests in Holdings were denominated as
     limited partnership units and general partnership units such
     that the Company owns 40,975,314 limited partnership units,
     representing an 80.9% limited partnership interest, and its
     wholly-owned subsidiary, BCP, owns 2,023,472 general
     partnership units, representing a 4.0% general partnership
     interest in Holdings;

   * the general partnership interests of the Graham Family were
     converted into a limited partnership interest such that the
     Graham Family owns an aggregate of 7,588,021 limited
     partnership units, representing a 15.0% limited partnership
     interest in Holdings; and

   * current and former employees and directors own an aggregate
     of 35,167 limited partnership units and options to acquire an
     aggregate of 4,746,940 limited partnership units.

Pursuant to the Partnership Agreement, BCP has the right to
determine when distributions will be made to the partners of
Holdings and the amount of any such distributions.  If BCP
authorizes a distribution, such distribution will be made to the
partners of Holdings

   * in the case of a tax distribution, to the holders of limited
     partnership units in proportion to the amount of taxable
     income of Holdings allocated to holder; and

   * in the case of other distributions, pro rata in accordance
     with the percentages of their respective partnership
     interests.

The holders of limited partnership units in Holdings will incur
U.S. federal, state and local income taxes on their proportionate
share of any net taxable income of Holdings.  Net profits and net
losses of Holdings will generally be allocated to its partners pro
rata in accordance with the percentages of their respective
partnership interests.  The Partnership Agreement provides for
cash distributions to the holders of limited partnership units of
Holdings if BCP determines that the taxable income of Holdings
will give rise to taxable income for its partners.

The Partnership Agreement provides that for so long as the Graham
Family retains at least one third of their partnership interests
held as of February 2, 1998, they are entitled to an advisory
fee of $1,000,000 per annum, payable in four equal quarterly
installments.  The Partnership Agreement provides that BCP, as the
general partner, will be entitled in its sole discretion and
without the approval of the other partners to perform or cause to
be performed all management and operational functions relating to
Holdings and shall have the sole power to bind Holdings.  The
limited partners will not participate in the management or control
of the business.

The Partnership Agreement provides that, subject to certain
exceptions, the General Partner will not withdraw from Holdings,
resign as a general partner, or transfer its general partnership
interests, and limited partners will not transfer their limited
partnership interests without the consent of the General Partner.

The Partnership Agreement provides that if the Graham Family
proposes to transfer any partnership interests to any person
pursuant to a bona fide offer to purchase such partnership
interests, then the Graham Family shall first give a written
notice to Holdings, the Company and BCP setting forth the terms
and conditions of such offer. Holdings has a right of first
refusal regarding such partnership units.

The Partnership Agreement provides that Holdings will be dissolved
upon the earliest of

   * the sale, exchange or other disposition of all or
     substantially all of its assets

   * the withdrawal, resignation, filing of a certificate of
     dissolution or revocation of the charter or bankruptcy of the
     general partner, or the occurrence of any other event which
     causes a general partner to cease to be a general partner
     unless, a majority-in-interest of the limited partners elect
     to continue the partnership; or

   * date as the partners shall unanimously elect.

                      About Graham Packaging

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

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


GREDE FOUNDRIES: Exits Chapter 11 as Merger Completed
-----------------------------------------------------
Corinna Petry at AMM.com says Grede Foundries Inc. has exited
Chapter 11 bankruptcy protection with the completion of a merger
with Citation Corp.

According to Citation's chief executive officer Doug Grimm, the
merger involved three transactions.  The first involved two groups
-- Wayzata Investment Partners LLC, Grede's outside investors;
and GSC Group, Citation's outside investors -- becoming majority
shareholders; at the same time, the bankruptcy court conducted the
sale of a vast majority of Grede's assets; and finally, the two
companies combined.

                       About Grede Foundries

Based in Reedsburg, Wisconsin, Grede Foundries, Inc. --
http://www.grede.com/-- produces ductile iron, grey iron and
specialty metal parts.  The Company serves the automotive, heavy
truck, off-highway, diesel engine and industrial markets and is
one of the largest cast-iron foundry companies in the United
States.

The Company filed for Chapter 11 on June 30, 2009 (Bankr. W.D.
Wisc. Case No. 09-14337).  Daryl L. Diesing, Esq., Jerard J.
Jensen, Esq., and Daniel J. McGarry, Esq., at Whyte Hirschboeck
Dudek S.C., represent the Debtor in its restructuring efforts.
The Debtor selected Conway Del Genio Gries & Co. as restructuring
advisor; Leverson & Metz S.C. as special counsel; and Kurtzman
Carson Consultants LLC as claims agent.  The Debtor listed total
assets of $143,983,000 and total debts of $148,243,000.


GUIDED THERAPEUTICS: Obtains New Funding From Konica Minolta
------------------------------------------------------------
Guided Therapeutics, Inc. has received confirmation of additional
funding from Konica Minolta Opto, Inc. of Tokyo to co-develop new,
non-invasive cancer detection products.

The new funding, expected to be approximately $1.59 million
over 12 months, is in addition to option to license payments GT
currently receives from KMOT.  Work on the project is expected to
begin immediately.  As part of the agreement, KMOT is expected to
purchase prototype devices and rely on GT for establishing the
technical approach and regulatory strategy for potential entry of
the new products into the U.S. and international markets.

The agreement follows more than two years of collaborative
preparations and the recent completion of a directional marketing
study, commissioned by GT and KMOT, that confirmed the market
opportunity for extension of GT's LightTouchT technology into new
product areas.

"Now that we are moving into the production and international
marketing phase of LightTouch for cervical cancer detection, we
can utilize our experienced R&D team to expand our product
portfolio," said Mark L. Faupel, Ph.D., President and CEO of GT.
"We are pleased to be working with Konica Minolta to extend the
LightTouch platform into these new and exciting product areas."

"KMOT is encouraged by the recent marketing studies, the work done
to date by GT and looks forward to working with the company to co-
develop and market non-invasive cancer detection products," said
Akira Suzuki, General Manager, LC Business Department for KMOT.
"We believe that these products will be cost effective tools to
help detect and treat cancer earlier, which is a key component of
improving healthcare worldwide."

The new products, for the detection of esophageal and lung cancer,
are based on GT's LightTouch non-invasive cervical cancer
detection technology, which is undergoing the U.S. Food and Drug
Administration's premarket approval process.  Lung cancer is the
most prevalent cancer in the world and esophageal cancer ranks
just below cervical cancer in newly diagnosed cases, according to
the World Health Organization (WHO).

According to the WHO, 1.2 million new cases of lung cancer are
diagnosed every year across the world.  In the U.S., lung cancer
is the leading cause of cancer death, with 215,000 new cases and
more than 161,000 deaths, according the American Cancer Society.
Worldwide, new cases of esophageal cancer are estimated at
410,000, with more than 16,000 new cases and more than 14,000
deaths in the U.S.  In Japan, home to KMOT, lung cancer kills more
than 63,000 and esophageal cancer is responsible for more than
11,300 deaths, annually.  A precursor to esophageal cancer is
Barrett's esophagus, which is caused by excessive acid reflux.

                     About Guided Therapeutics

Norcross, Georgia-based Guided Therapeutics, Inc. (Pink Sheets:
GTHP) is a medical technology company focused on developing
innovative medical devices that have the potential to improve
health care.  The Company is currently focused on completing the
development of cervical cancer detection device.

                            *    *    *

At September 30, 2009, the Company had $1,385,000 in total assets
against $12,694,000 in total liabilities, resulting in $11,309,000
in capital deficit.


HALCYON HOLDING: Pacificor Gets 'Terminator' Rights for $29.5MM
---------------------------------------------------------------
Nikki Finke at Deadline.com reports that Halcyon Holding Corp.
accepted the $29.5 million bid from Santa Barbara-based hedge fund
Pacificor LLC for the Terminator movie, TV program, and other
spin-off rights.

Ms. Finke says Pacificor, who holds Halcyon debts, beat Sony
Pictures and Lionsgate, which were separately bidding for the
franchise, and then teamed up after the first round was completed.
Lionsgate had served as stalking horse bidder with a ground floor
offer of $15 million.

The deal will be presented for approval before the Bankruptcy on
Thursday.

Ms. Finke relates the auction held Monday stretched from 3 p.m.
until 8 p.m.  Ms. Finke notes a furious Sony Pictures
Entertainment's president of worldwide affairs Peter Schlessel
"storm[ed] out" of the downtown LA offices of FTI Capital
Advisors, were the auction was conducted.  Sony had distributed
Terminator 4: Salvation internationally.

According to Ms. Finke, an insider said Sony and Lionsgate dropped
out at just under $29.5 million when it became clear that
Pacificor "was willing to pay almost any amount of money for
Terminator."  Ms. Finke relates Halcyon will receive $5 million
for every Terminator movie made from now on, as well as retains
the revenue streams from the movies Terminator 3 and 4.

"Sources behind Halcyon claim to me that the arrangement made now
wipes out the debt Halcyon owed to Pacificor and all the other
creditors," Ms. Finke says.

The Troubled Company Reporter, citing Bloomberg News, said Halcyon
filed for bankruptcy August 17, 2009, the same day it launched a
court battle with Pacificor, which provided funding for its film.
Halcyon sued the hedge fund Pacificor and one of its former
employees.  According to the Los Angeles Times, Derek Anderson and
Victor Kubiceck, Halcyon's owners, failed to make a payment
demanded by Pacificor.  In their suit against Pacificor, filed in
state court in Los Angeles, Messrs. Anderson and Kubiceck claimed
they couldn't make the payment because of a lien Pacificor placed
on Dominion Holdings, one of the companies that filed for
protection.

Halcyon borrowed a total of $39 million from Pacificor and has
paid back $15 million, the LA Times said, citing people close to
the company.  "Terminator Salvation" took in about $370 million at
the box office, according to the Times.

Ms. Finke says Halcyon accused Pacificor in a lawsuit of
extortion, bribery, and fraud and demanded $30 million in damages.

Halcyon Holding Group LLC is the company that produced "Terminator
Salvation," a film that generated $369 million in box office
receipts.   Halcyon Holding Group LLC and two affiliated companies
filed Chapter 11 petitions on Aug. 17 in Los Angeles, California
(Bankr. C.D. Calif. Case No. 09-31854).  Halcyon said it has
between $50 million and $100 million in both assets and debts.


ICP SOLAR: October 31 Balance Sheet Upside-Down by $10.4 Million
----------------------------------------------------------------
ICP Solar Technologies, Inc.'s condensed balance sheets at
October 31, 2009, showed $1,250,817 in total assets and
$11,645,912 in total liabilities, resulting in a $10,395,095
shareholders' deficit.

At October 31, 2009, the Company's consolidated balance sheets
also showed strained liquidity with $1,097,364 in total current
assets available to pay $3,310,912 in total current liabilities.

The Company reported net earnings of of $4,514,606 for the three
month period ended October 31, 2009, compared to a net loss of
$2,410,521 for the corresponding period a year earlier.  Results
for the third quarter of fiscal 2010 included $5,167,000 of income
on put warrants, versus a charge of $466,000 for the same period
of fiscal 2009.

During the third quarter ended October 31, 2009, ICP's
consolidated net sales posted a decrease of 66.9% or $770,595 to
$380,902, down from $1,151,497 for the three month period ended
October 31, 2008.

The Company reported a net loss for the nine month period ended
October 31, 2009, of $8,527,381 compared to a net loss of
$6,962,695 for the corresponding period a year earlier.

During the nine months ended October 31, 2009, ICP's consolidated
net sales posted a decrease of 36% or $1,796,281 to $3,193,813,
down from $4,990,094 for the nine month period ended October 31,
2008.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://researcharchives.com/t/s?5150

                    Going Concern Uncertainty

The Company has reported a net loss of $8,527,381 and negative
cash flows from operating activities of $8,354 for the nine months
ended October 31, 2009, as well as net losses of $9,285,467,
$4,222,738, $2,626,565 and $1,396,672 and negative cash flows from
operating activities of $1,991,115, $1,380,799, $3,828,787, and
$978,067 for the fiscal years ended January 31, 2009, 2008, 2007
and 2006 respectively.  As of October 31, 2009, the Company had an
accumulated deficit of $27,457,309, negative working capital of
$2,213,548 and cash of $12,313.  Until and unless the Company's
operations generate significant revenues and cash flow, the
Company will attempt to continue to fund operations from cash on
hand and through private placements of the Company's equity or
debt securities or bridge loans to the Company from third-party
lenders.

The Company can give no assurances that any additional capital
that it is able to obtain will be sufficient to meet its needs, or
on terms favourable to it.

If the Company is unsuccessful at obtaining additional financing
as needed, it may be required to significantly curtail or cease
operations.  The Company will need additional financing thereafter
until it achieves profitability.

Should the Company be unable to continue as a going concern it may
be unable to realize the carrying value of its assets and to meet
its liabilities as they become due.  The Company's financial
statements do not include any adjustments that may result from the
outcome of this uncertainty.

                         About ICP Solar

Headquartered in Montreal, Canada, ICP Solar Technologies, Inc.
(OTC BB:ICPR) -- http://www.icpsolar.com/-- is a developer and
marketer of solar panels, solar monitoring and power management
solutions.  ICP Solar markets its products under its sunsei brand
and, in the solar charger category, is the global licensee of the
Energizer brand.


INDUSTRY WEST: Can Hire MacConaghy & Barnier as Bankruptcy Counsel
------------------------------------------------------------------
The Hon. Alan Jaroslovsky of the U.S. Bankruptcy Court for the
Northern District of California authorized Industry West Commerce
Center, LLC, to employ MacConaghy & Barnier, PLC, as counsel under
a general retainer.

The firm is expected to, among other things:

   -- advise the Debtor regarding matters of the Bankruptcy Law;

   -- represent the Debtor in proceedings or hearings in the
      Bankruptcy Court; and

   -- assist the Debtor in the preparation and litigation of
      appropriate applications, motions, and adversary
      proceedings, answers, orders, reports and other legal
      papers.

John H. MacConaghy, Esq., a principal at MacConaghy & Barnier,
tells the Court that prepetition, the firm received a $50,000
retainer.

The hourly rates of the firm's personnel are:

     Mr. MacConaghy                   $400
     Jean Barnier                     $300

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

Mr. MacConaghy can be reached at:

     MacConaghy and Barnier
     645 1st St. W #D
     Sonoma, CA 95476
     Tel: (707) 935-3205

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.


INVITEL HOLDINGS: To Delist ADSs from NYSE AMex
-----------------------------------------------
Invitel Holdings has filed a Form 25 "Notification of Removal from
Listing and/or Registration under Section 12(b) of the Securities
Exchange Act of 1934" with the U.S. Securities and Exchange
Commission and NYSE Amex February 8 to delist its American
Depositary Shares ("ADSs", which represent ordinary shares of
Invitel Holdings A/S) from the NYSE Amex stock exchange.  Invitel
Holdings expects the filing to be effective on or about February
18, 2010, at which point Invitel Holdings expects the ADSs to be
removed from the NYSE Amex.

Following the delisting of its ADSs from the NYSE Amex, Invitel
Holdings will take the necessary steps to deregister from the SEC
and to cease reporting under the Securities Exchange Act of 1934,
as amended.  On or about February 18, 2010, Invitel Holdings
intends to file a Form 15 "Certification and Notice of Termination
of Registration under Section 12(g) of the Securities Exchange Act
of 1934 or Suspension of Duty to File Reports under Sections 13
and 15(d) of the Securities Exchange Act of 1934" with the SEC in
order to deregister from the SEC.  Upon the filing of the Form 15,
the obligation of Invitel Holdings to file periodic reports with
the SEC under the Exchange Act will be suspended immediately. The
deregistration will be effective 90 days after the filing, unless
the Form 15 is earlier withdrawn by Invitel Holdings or denied by
the SEC.  Invitel Holdings reserves the right to delay or withdraw
the filings of the Forms 25 and 15 for any reason prior to their
effectiveness.


                    About Invitel Holdings A/S

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

                          *     *     *

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

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

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

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


JAPAN AIRLINES: Opts to Remain in Alliance with American
--------------------------------------------------------
Japan Airlines Corp. announced a decision to strengthen its
partnership with American Airlines.  The carriers, both members of
the oneworld alliance, will jointly apply to the U.S Department of
Transportation and the Ministry of Land Infrastructure, Transport
and Tourism of Japan for the approval of antitrust immunity on
transpacific routes.

Upon receiving the approval from the relevant authorities, JAL and
American Airlines intend to enter a joint business venture which
will enhance their scope of cooperation on the routes between the
United States and Japan, through adjustments to their respective
networks, flight schedules, and other business activities,
allowing both carriers to better complement each other to develop
and offer competitive products and quality service to their
customers.

The JAL Group Chief Operating Officer and president, Masaru Onishi
said on this occasion: "We have analyzed this issue in great
detail, and we are excited at the prospects in terms of the
convenience and benefits for our customers. We also firmly believe
that the advantages of this development with American Airlines can
strongly support JAL at a time when we are striving towards the
revival of our business, which we are determined to achieve. We
certainly look forward to a deeper, more mutually-beneficial
relationship with our long-time partner."

As JAL undergoes the process of reorganization, it will seize the
opportunity presented by this partnership to strengthen its
network and further improve its offerings.  From hence forth, in
addition to the joint business agreement with AMR, JAL will also
fortify its relationships with other partners in the oneworld
alliance, so as to provide customers a comprehensive range of
products and services, and become once again, the airline of
customer's choice.

                          About AMR Corp.

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                         *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.

                             About JAL

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

                           *     *     *

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

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

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


JETBLUE AIRWAYS: Swings to $58-Mil. Net Income in 2009
------------------------------------------------------
JetBlue Airways Corp. reported $58 million of net income on
$3.28 billion of operating revenues for the year ended Dec. 31,
2009, compared with an $85 million net loss on $3.38 billion of
total operating revenues for the year ended Dec. 31, 2008.

The Company reported $6.55 billion in total assets, $1.16 billion
in total current liabilities, $2.92 billion long-term debt and
capital lease obligations, $529 million construction obligation,
$397 million deferred taxes and others resulting to a $1.53
billion stockholders' equity, as of Dec. 31, 2009.

A full-text copy of the Company's financial report on Form 10-K is
available for free at http://ResearchArchives.com/t/s?5197

JetBlue Airways Corp., based in Forest Hills, New York, operates a
low-cost, point-to-point airline from a hub in New York.  JetBlue
serves 60 cities with 600 daily non-stop flights.

                            *    *    *

According to the Troubled Company Reporter on Jan. 28, 2010,
Moody's Investors Service raised its ratings of JetBlue Airways,
Corp.; corporate family and probability of default ratings each to
Caa1 from Caa2.  Moody's also raised by one notch, its debt
ratings on the 3.75% Senior Unsecured Convertible Notes due 2035
to Caa3 from Ca, the respective Class G tranches of the Enhanced
Equipment Trust Certificates Series 2004-2 to B1 from B2, and the
Spare Parts EETC to Ba1 from Ba2, the Class B tranche of the Spare
Parts EETC to B2 from B3 and the senior unsecured industrial
revenue bonds to Caa3 from Ca.  Moody's also affirmed the SGL-3
Speculative Grade Liquidity rating and changed the outlook to
positive from stable.


JOAN STEWART: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Joan P. Stewart
        26 Hansen Avenue
        Third Floor
        Bridgeport, CT 06605

Bankruptcy Case No.: 10-50282

Chapter 11 Petition Date: February 8, 2010

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Alfred J. Cali, Esq.
                  Cali & Pol, Attorneys at Law
                  1187 Broad Street, Second Floor
                  Bridgeport, CT 06604
                  Tel: (203) 339-0050
                  Fax: (203) 339-0040
                  Email: acali@calipol.com

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

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

According to the schedules, the Company has assets of $1,030,364,
and total debts of $1,254,214.

A full-text copy of Ms. Stewart's petition, including a list of
her 12 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/ctb10-50282.pdf

The petition was signed by Ms. Stewart.


KRISPY KREME: NYSE Delists Preferred Share Purchase Rights
----------------------------------------------------------
The New York Stock Exchange removed the entire class of Preferred
Share Purchase Rights of Krispy Kreme Doughnuts Inc. from listing
and registration on the Exchange at the opening of business on
January 29, 2010.

NYSE noted that all rights pertaining to the entire class of this
security were extinguished on January 18, 2010.  Pursuant to the
terms of the Rights of Krispy Kreme Doughnuts, Inc., the Rights
expired and became null and void on January 18, 2010.

The security was suspended from trading on January 19, 2010.

On January 14, 2010, the Board of Directors of Krispy Kreme
declared a dividend payable on January 19 of one right for each
outstanding share of common stock, no par value, of the Company
held of record at the close of business on January 18, or issued
thereafter and prior to the Separation Time -- as defined in the
Rights Agreement -- and thereafter pursuant to options and
convertible securities outstanding at the Separation Time.  The
Rights were issued pursuant to a Shareholder Protection Rights
Agreement, dated as of January 14, 2010, between the Company and
American Stock Transfer & Trust Company, LLC, a New York
corporation, as Rights Agent.

As reported by the Troubled Company Reporter on January 21, 2010,
Jim Morgan, Chairman of the Board of Directors and Chief Executive
Officer of the Company, said the new Rights Plan was adopted to
deter abusive takeover tactics, but it was not adopted in response
to any specific effort to acquire control of the Company.

"Krispy Kreme believes the new Rights Plan, like the existing
Rights Plan, will provide the Board of Directors with negotiating
leverage if a third party offers to acquire the Company at a price
that would not provide shareholders with the full value of their
investment.  The issuance of the rights has no dilutive effect,
will not affect reported earnings per share and is not taxable to
Krispy Kreme or its shareholders," Mr. Morgan said.

                       About Krispy Kreme

Based in Winston-Salem, North Carolina, Krispy Kreme Doughnuts
Inc. (NYSE: KKD) -- http://www.KrispyKreme.com/-- is a retailer
and wholesaler of doughnuts.  The company's principal business,
which began in 1937, is owning and franchising Krispy Kreme
doughnut stores where over 20 varieties of doughnuts are made,
sold and distributed and where a broad array of coffees and other
beverages are offered.

Kremeworks, LLC, which is 25%-owned by KKDI, has failed to comply
with certain financial covenants related to its indebtedness, a
portion of which matured, by its terms, in January 2009.
Kremeworks has requested that the lender waive the loan defaults
resulting from the covenant violations and refinance the maturing
indebtedness.  In the event the lender is unwilling to do so and
declares the entire indebtedness immediately due and payable, the
Company could be required to perform under its guarantee.

Krispy Kreme Doughnuts said Kremeworks could have insufficient
cash flows from its business to service the indebtedness even if
it is refinanced, which might require capital contributions to
Kremeworks by the Company and the majority owner of Kremeworks --
which has guarantees of the Kremeworks indebtedness roughly
proportionate to those of the Company -- for Kremeworks to comply
with the terms of the any new loan agreement.

                          *     *     *

As reported by the Troubled Company Reporter on September 30,
2009, Standard & Poor's Ratings Services revised its ratings
outlook on Krispy Kreme Doughnuts to stable from negative.  The
outlook revision incorporates S&P's expectation that the company
will have adequate liquidity in the near term based on S&P's
expectation of its performance in the near term, its current cash
position, and covenant cushion.  S&P affirmed the 'B-' corporate
credit rating.  While the sales pressure will continue, S&P
expects the declines to decelerate and profitability to somewhat
stabilize or, at the very least, allow the company to remain
covenant compliant in the current and next fiscal year.


KUSHNER-LOCKE: Plan of Reorganization Wins Court Approval
---------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
confirmed The Kushner-Locke Company's Plan of Reorganization as of
August 24, 2009.

Under the Plan, holders of Allowed Class 4 Claims in the amount of
$10,000 or less, will receive payment of 25% of the full amount of
their allowed general unsecured claims, without interest, on or
within 30 days from the effective date.  Holders of allowed
general unsecured claims in excess of $10,000 who are willing to
accept a payment of $2,500 in full and final satisfaction of their
allowed general unsecured claims, will receive payment in the
amount, without interest, on or within 30 days from the effective
date, in full satisfaction of their allowed general unsecured
claims.

The Plan also provides for holders of allowed unsecured claims to
receive on the fifth business day after the effective date its pro
rata share of the Class B units of the Reorganized Debtor.  The
distribution will be in full and complete satisfaction of each of
allowed Class 5 claim.

Thereafter, the holders of the Class 5 claims will receive
distributions and allocations on account of the Class B units of
the Reorganized Debtor.

All payments required to be made under the Plan will be made from
the Reorganized Debtor's cash on hand as of the effective date,
well as cash generated from the Reorganized Debtor's operations
and liquidation of assets after the effective date, including,
without limitation, the liquidation of the reserved recovery
rights.

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

       http://bankrupt.com/misc/KushnerLocke_Ch11Plan.pdf

Headquartered in Los Angeles, California, The Kushner-Locke
Company is a low-budget movie production studio.  The company,
along with its debtor-affiliates filed for chapter 11 protection
on November 21, 2001 (Bankr. C.D. Calif. Lead Case No. 01-44828).
Carol Chow, Esq., and Charles Axelrod, Esq., at Stutman, Treister
& Glatt; Mara Mornet-Ritt, Esq., at Brandon & Morner-Ritt; and
Martin Fineman, Esq., at Davis Wright Tremaine LLP, represent the
Debtors in their restructuring efforts.  Jeremy V. Richards, Esq.,
at Pachulski Stang Ziehl & Jones LLP, represent the Official
Committee of Unsecured Creditors as counsel.


LAS VEGAS MONORAIL: Files Amended List of Unsecured Creditors
-------------------------------------------------------------
Las Vegas Monorail Company filed with the U.S. Bankruptcy Court
for the District of Nevada an amended list of its largest
unsecured creditors.

A full-text copy of the list of unsecured creditors is available
for free at:

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

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

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


LAS VEGAS MONORAIL: Gets Interim OK to Use Cash Collateral
----------------------------------------------------------
Las Vegas Monorail Company has obtained permission from the Hon.
Bruce A. Markell of the U.S. Bankruptcy Court for the District of
Nevada to use cash collateral on an interim basis.

As reported by the TCR on January 29, 2010, the Debtor sought
authorization from the Court to use cash collateral, saying that
it needs the money to fund its Chapter 11 case, pay suppliers and
other parties.  The Debtor proposed a replacement lien in the
Postpetition Revenues, which are otherwise unsecured.

Judge Markell has allowed the Debtor to use Cash Collateral in
accordance with the initial budget, a copy of which is available
for free at:

      http://bankrupt.com/misc/LAS-VEGAS_MONORAIL_budget.pdf

Judge Markell ruled that all rights and remedies respecting, and
objections, positions and arguments concerning, Debtor's use of
cash collateral, including the extent, validity and priority of
liens of Debtor, Ambac Assurance Corporation, the Indenture
Trustee Wells Fargo Bank, N.A. ("WFB") and Indenture Trustee U.S.
Bank National Association ("U.S. Bank," and together with WFB, the
"Trustees"), are fully reserved.

Project Revenues generated on and after the date of filing of
Debtor's Chapter 11 petition (the "Postpetition Revenues") will be
placed in the WFB Collection Fund and swept to the Revenue Fund
(jointly, the "Funds") pending the Final Hearing.

To the extent the Funds at WFB hold insufficient money to satisfy
the expenses of the Debtor pursuant to the initial budget, some or
all of the money in Debtor's account maintained at Bank of America
(the "BofA Account") may be transferred to the WFB Collection Fund
by Debtor and swept to the Revenue Fund, and the transfer won't
affect the parties' rights with respect to such money. No money in
the BofA Account may be transferred by Debtor except to the WFB
Collection Fund unless otherwise approved by court order.

Debtor will submit to WFB (with copy to Ambac and U.S. Bank) (i) a
written statement of necessary expenditures to be paid (a
"Requisition"), using the same procedure used prepetition by
Debtor and WFB, together with invoices and other information
supporting the Requisition, and deliver to the Trustees and to
Ambac additional invoices, business records, documents and
information as those persons or their attorneys or advisors may
reasonably request in connection with their review of a
Requisition not already provided in support thereof.  The Trustees
will notify Debtor of any objections to a Requisition by the close
of the second business day following delivery of (a) the
Requisition, and (b) all requested invoices, business records,
documents and information relating thereto not previously provided
and requested.

The Trustees are granted first-priority replacement liens to the
extent of any postpetition diminution in value of their collateral
in all Project Revenues generated postpetition and all property
acquired postpetition of the type in which the Trustees held a
security interest prepetition.  The replacement liens are valid,
enforceable, and fully perfected, and no filing or recordation or
any other act in accordance with any applicable local, state, or
federal law is necessary to create or perfect such liens.

To the extent the replacement liens are insufficient to adequately
protect the Trustees for the Cash Collateral used by Debtor
postpetition, the Trustees will have administrative claims, with
the super priority status to the extent of any deficiency in full
payment of the administrative claim.

Judge Markell has set a final hearing for February 17, 2010, at
1:30 p.m. PST on the Debtor's request to use cash collateral.

Wells Fargo Bank is represented by Lewis And Roca, LLP.

AMBAC Assurance Co. is represented by McDermott Will & Emery LLP

                   About Las Vegas Monorail

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

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


LAS VEGAS MONORAIL: Wants Feb. 26 Deadline for Schedules Filing
---------------------------------------------------------------
Las Vegas Monorail Company has asked the U.S. Bankruptcy Court for
the District of Nevada to extend until February 26, 2010, the
deadline for the filing of schedules of assets and liabilities and
statement of financial affairs.

The deadline for the Debtor to submit the Schedules to the Court
is currently scheduled for January 27, 2010.  The Debtor says that
the analysis and compilation of the information for the schedules
will take some time given the urgency of other demands upon Debtor
created by the filing of the petition, the need to maintain
continuity in the Debtor's business, and the very limited number
of qualified staff to perform and oversee.  Specifically, the
financial documents closing out the 2009 fiscal year which are
necessary to complete the Statement of Financial Affairs was set
to be completed by January 27, 2010, the Debtor states.

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

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


LEONIDA BAUTISTA: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Leonida Bautista
          aka Crystal Sunrise, Inc.
          aka Light Star Adult Residential Facility
        3141 Euclid Avenue
        445 West 38th Street, Lynwood
        San Pedro, CA 90262

Bankruptcy Case No.: 10-14435

Chapter 11 Petition Date: February 8, 2010

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Debtor's Counsel: Mariano A. Alvarez, Esq.
                  3660 Wilshire Blvd, Ste 1140
                  Los Angeles, CA 90010
                  Tel: (213) 388-1818
                  Fax: (213) 388-2131
                  Email: attyalvarez@yahoo.com

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

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

According to the schedules, the Company has assets of $1,645,000,
and total debts of $3,843,775.

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Ms. Bautista.


LERNOUT & HAUSPIE: Proposes Secret Settlement with Korean Banks
---------------------------------------------------------------
Scott L. Baena, in his role as the Litigation Trustee of the
Lernout & Hauspie Speech Products N.V. Litigation Trust, is asking
the Honorable Peter J. Walsh to approve a secret compromise and
settlement with Woori Bank and Shinhan Bank.

On September 28, 2007, Mr. Baena filed his Fourth Amended
Complaint (S.D.N.Y. Case No. 05-cv-07018) against Woori, Shinhan
and Chohung Bank (which was dismissed as a defendant in Jan.
2008).  Mr. Baena alleges in his Complaint that the Korean Banks
aided and abetted a fraud, orchestrated by John Seo, the then
current President of L&H Korea, to overstate the earnings of L&H
Korea, so that Mr. Seo would receive performance based payments
from L&H NV based on the overstated income and L&H NV would
continue to make additional capital contributions into L&H Korea.
The Korean Banks have denied the allegations in the Fourth Amended
Complaint and the parties have started to take significant
discovery.  In an effort to avoid the cost and risk associated
with the Korean Bank Action, the Litigation Trustee has agreed to
a settlement with the Korean Banks that will result in the
dismissal of the Fourth Amended Complaint.

Pursuant to Section 7.4.15 of the Plan and Section 3.4(b) of the
Litigation Trust Agreement, the Litigation Trustee is required to
seek bankruptcy court approval of the settlement of any Assigned
Causes of Action with an asserted amount in excess of $200,000
pursuant to Federal Rule of Bankruptcy Procedure 9019.

Both Woori and Shinhan have demanded that the settlement amount
and other particulars of the Korean Bank Settlement remain
confidential and undisclosed pursuant to the terms set forth in
the Korean Bank Settlement.  Accordingly, Mr. Baena has filed the
Settlement Agreement under seal and asked Judge Walsh to hold an
in camera hearing to consider approving the settlement.

Mr. Baena tells the Court that the Korean Bank Action will be
extremely costly and time-consuming to prosecute through trial,
including expert fees and translation service costs that would
materially reduce any recovery ultimately received by the estate.
Although the Litigation Trust's counsel is prosecuting the Korean
Bank Action on a contingency basis, the Litigation Trust remains
ultimately responsible for the costs of litigation.  Moreover, if
the Litigation Trust were to pursue the Korean Bank Action, the
administration of L&H NV's bankruptcy estate and the recovery to
its creditors will be delayed even if the Litigation Trust is
successful in the litigation.  The Korean Bank Action is not
scheduled for trial at this time and it is unlikely to be
scheduled before late 2010 at the earliest.  Thus, recovery by
creditors if the Litigation Trustee is successful will not occur
until at least 2011, assuming there are no appeals.  "Particularly
in view of the favorable terms of the Korean Bank Settlement, the
hope for a better result by litigation does not justify the
attendant delay or uncertainty," Mr. Baena says, adding that
"[t]he Korean Bank Settlement will avoid the delay associated with
litigating the Korean Bank Action and will provide resolution of
the last remaining
claims in these cases paving the way for these cases to be fully
administered and closed."

Lernout & Hauspie Speech Products and its debtor-affiliates
filed for Chapter 11 protection (Bankr. Del. Case No. 00-04398)
on November 29, 2000.  Judge Wizmur confirmed the Creditors'
Committee's Plan of Liquidation for Lernout & Hauspie Speech
Products, N.V., on May 29, 2003.  Robert J. Dehney, Esq., Gregory
W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell and Luc
A. Despins, Esq., Matthew S. Barr, Esq., and James C. Tecce, Esq.,
at Milbank, Tweed, Hadley & McCloy LLP represented the Debtors.
Ira S. Dizengoff, Esq., and James R. Savin, Esq., at Akin Gump
Strauss Hauer & Feld LLP, and Francis A. Monaco, Esq., and Joseph
J. Bodnar, Esq., at Monzack and Monaco, represented the software
company's Creditors' Committee.  Scott Baena, Esq., at Bilzen
Sumberg Baena Price & Axelrod LLP, serves as the Litigation
Trustee of the Lernout & Hauspie Speech Products N.V. Litigation
Trust established under the Debtors' Chapter 11 plan.


LIBBEY INC: Dimensional Fund Reports 3.91% Equity Stake
-------------------------------------------------------
Dimensional Fund Advisors LP disclosed that as of December 31,
2009, it may be deemed to beneficially own 629,633 shares or
roughly 3.91% of the common stock of Libbey Inc.

Dimensional Fund Advisors in a regulatory filing said it furnishes
investment advice to four investment companies registered under
the Investment Company Act of 1940, and serves as investment
manager to certain other commingled group trusts and separate
accounts.  The Funds have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of the securities held in their respective accounts.  To the
knowledge of Dimensional, the interest of any one such Fund does
not exceed 5% of the class of securities.  Dimensional Fund
disclaims beneficial ownership of all such securities.

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

                           *    *    *

According to the Troubled Company Reporter on Feb. 1, 2010,
Standard & Poor's Ratings Services said that it affirmed its "B"
corporate credit rating on Libbey Inc.  The outlook is stable.

In November 2009, the TCR reported that Standard & Poor's lowered
its corporate credit rating on Libbey Inc. to 'SD' (selective
default) from 'B'.  The issue-level ratings remained on
CreditWatch, where S&P had placed them on June 11, 2009, following
S&P's concerns about the difficult operating environment facing
Libbey, increased leverage, and its ability to improve credit
metrics.

In January 2010, Libbey's wholly owned subsidiary Libbey Glass
Inc. commenced a cash tender offer to purchase its outstanding
$306.0 million aggregate principal amount of Floating Rate Senior
Secured Notes due 2011.  The Tender Offer is scheduled to expire
February 22, 2010.  Holders who validly tender (and do not validly
withdraw) Notes and deliver their Consents at or prior to the
Consent Date will receive total consideration of $1,027.50 per
$1,000 principal amount of Notes, which includes $30 cash premium
per $1,000 if tendered early.


LIBBEY INC: Registers 4.8MM Shares for Resale by Merrill Lynch
--------------------------------------------------------------
Libbey Inc. filed with the Securities and Exchange Commission
Amendment No. 1 to Form S-3 REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 to register 4,885,310 shares of Common
Stock, par value $0.01 per share, which may be offered for sale
from time to time by Merrill Lynch PCG, Inc., as selling
stockholder, or by its pledgees, donees, transferees, assignees or
other successors-in-interest.  Merrill Lynch PCG may sell the
shares of common stock in a number of different ways and at
varying prices.

The proposed maximum offering price per share is $9.50.  The
proposed maximum aggregate offering price is $46,410,445.

Libbey will not receive any of the proceeds from the sale of the
shares of common stock sold by Merrill Lynch PCG.  Libbey will
bear all expenses of the offering of common stock, except that
Merrill Lynch PCG will pay any applicable underwriting fees,
discounts or commissions and transfer taxes.

Libbey's common stock is listed for trading on the NYSE Amex under
the symbol "LBY."  On February 1, 2010, the closing price of the
common stock on the NYSE Amex was $10.03 per share.

A full-text copy of the Registration Statement is available at no
charge at http://ResearchArchives.com/t/s?519b

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

                           *    *    *

According to the Troubled Company Reporter on Feb. 1, 2010,
Standard & Poor's Ratings Services said that it affirmed its "B"
corporate credit rating on Libbey Inc.  The outlook is stable.

In November, the TCR reported that Standard & Poor's lowered its
corporate credit rating on Libbey Inc. to 'SD' (selective default)
from 'B'.  The issue-level ratings remained on CreditWatch, where
S&P had placed them on June 11, 2009, following S&P's concerns
about the difficult operating environment facing Libbey, increased
leverage, and its ability to improve credit metrics.

In January 2010, Libbey's wholly owned subsidiary Libbey Glass
Inc. commenced a cash tender offer to purchase its outstanding
$306.0 million aggregate principal amount of Floating Rate Senior
Secured Notes due 2011.  The Tender Offer is scheduled to expire
February 22, 2010.  Holders who validly tender (and do not validly
withdraw) Notes and deliver their Consents at or prior to the
Consent Date will receive total consideration of $1,027.50 per
$1,000 principal amount of Notes, which includes $30 cash premium
per $1,000 if tendered early.


LITHIUM TECHNOLOGY: YA Global No Longer Holds Shares
----------------------------------------------------
YA Global Investments, L.P., f/k/a/ Cornell Capital Partners,
L.P., said it no longer holds shares of Lithium Technology
Corporation common stock as of February 8, 2010.  YA Global's
regulatory filing with the Securities and Exchange Commission did
not provide any other details.

Based in Plymouth Meeting, Pennsylvania, Lithium Technology
Corporation is engaged in continuing contract development and
limited volume production, in both the United States and Germany,
of large format lithium-ion rechargeable batteries used as power
sources in advanced applications in the national security,
transportation and stationary power markets.  The Company has
moved from a development and pilot-line production company to a
small production business with its lithium-ion rechargeable
batteries.

At September 30, 2009, the Company had $10,547,000 in total assets
against total current liabilities of $12,691,000, and long term
debt of $12,231,000, resulting in stockholders' deficit of
$14,375,000.

Since inception, the Company has incurred substantial operating
losses and expect to incur additional operating losses over the
next several years.  As of September 30, 2009, the Company had an
accumulated deficit of $144,603,000.  The Company has financed
operations since inception primarily through equity financings,
loans from shareholders and other related parties, loans from
silent partners and bank borrowings secured by assets.  The
Company said that its need to raise additional capital to meet
working capital needs raises substantial doubt about its ability
to continue as a going concern.


LRL CITI PROPERTIES: CitiApartments Units File for Bankruptcy
-------------------------------------------------------------
Four companies affiliated with CitiApartments, a major San
Francisco landlord, and its owners, the Lembi family, filed for
chapter 11 bankruptcy protection on February 8, 2010 (Bankr. N.D.
Calif. Case No. 10-30414):

     -- LRL Citi Properties I DE, LLC
     -- Trophy Properties I DE, LLC Affiliate
     -- Sutter Associates DE, LLC Affiliate
     -- Hermann Street DE, LLC

LRL Citi Properties' principal assets consist of apartment
buildings located in San Francisco, California, are:

     -- 980 Bush Street, San Francisco, CA 94109;
     -- 665 Eddy Street, San Francisco, CA 94109;
     -- 725 Ellis Street, San Francisco, CA 94109;
     -- 701 Fell Street, San Francisco, CA 94102;
     -- 520 Geary Street, San Francisco, CA 94102;
     -- 525 Leavenworth Street, San Francisco, CA 94109;
     -- 535 Leavenworth Street, San Francisco, CA 94109;
     -- 666 O'Farrell Street, San Francisco, CA 94109;
     -- 675 O'Farrell Street, San Francisco, CA 94109;
     -- 930 Post Street, San Francisco, CA 94109; and
     -- 2656 Van Ness Avenue, San Francisco, CA 94109

Trophy Properties owns these properties:

     -- 1408 California Street, San Francisco, CA;
     -- 2 Guerrero Street, San Francisco, CA;
     -- 400 Page Street, San Francisco, CA

Hermann Street owns the property at 15 Hermann Street, San
Francisco, CA.

Sutter Associates owns the property at 861 Sutter Street, San
Francisco, CA.

LRL Citi Properties listed $50,000,001 to $100,000,000 in total
assets and the same range of total liabilities.

M. Elaine Hammond, Esq., at Friedman Dumas & Springwater LLP, in
San Francisco, California, represents the Debtors.


LRL CITI PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: LRL Citi Properties I DE, LLC
        2099 Market Street
        San Francisco, CA 94114

Bankruptcy Case No.: 10-30414

Debtor-affiliate filing separate Chapter 11 petitions:

    Entity                                 Case No.
    ------                                 --------
Trophy Properties I DE, LLC                10-30415
Sutter Associates DE, LLC                  10-30416
Hermann Street DE, LLC                     10-30413

Chapter 11 Petition Date: February 8, 2010

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

Judge: Dennis Montali

Debtors' Counsel: M. Elaine Hammond, Esq.
                  Friedman, Dumas and Springwater
                  150 Spear St. #1600
                  San Francisco, CA 94105
                  Tel: (415) 834-3800
                  Email: ehammond@friedumspring.com

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $50,000,001 to $100,000,000

LRL Citi Properties I DE, LLC's 20 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/canb10-30414.pdf

A. LRL Citi Properties I DE, LLC's List of 20 Largest Unsecured
Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Luba Schulz                Loan                   $160,000

Labbe Family Trust         Loan                   $100,000

Golden Gate Disposal       Utilities              $63,177

AICCO                      Insurance              $35,569

PG&E                       Utilities              $26,449

S.F. Water Department      Trade                  $22,601

GMG Janitorial             Trade                  $8,040

Sol Environmental          Trade                  $5,925

Bleyle Elevator            Trade                  $5,629
Corporation

Econoquality Janitorial    Trade                  $5,108
Maintenance

City & County of San       Trade                  $3,485
Francisco

Rancho Grande Appliance    Trade                  $3,353

Mabuhay Builders           Loan                   $2,799

Escape Artists             Trade                  $2,438

Sunset Scavenger           Trade                  $2,341

On-site Contracting        Trade                  $1,880

Clear Skies Pest           Trade                  $1,801
Elimination

A-Total Fire Protection    Trade                  $1,730
Co.

Metro Locksmiths, Inc.     Trade                  $1,532

Ali Ibrahim Dib            Deposit                $1,510
                                        TOTAL:  ---------
                                                $455,365


Hermann Street DE, LLC's 20 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/canb10-30413.pdf

B. Hermann Street DE, LLC's List of 20 Largest Unsecured
Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
AICCO                      Insurance              $6,631

Bleyle Elevator            Trade                  $4,520

PG&E                       Utilities              $3,588

Sunset Scavenger           Utilities              $3,041

S.F. Water Department      Utilities              $1,501

Superior Plumbing          Trade                  $1,495

Gabriel Gucho Plumbing     Trade                  $1,360

C.R. Reichel Engineering   Trade                  $891

Rancho Grande Appliance    Trade                  $601

RL&F Service               Trade                  $420

Dewey Pest Control         Trade                  $400

One Source Plumbing        Trade                  $229

Econoquality Janitorial    Trade                  $126
Service Maintenance

Discount Builders Supply   Trade                  $104

Martin Zaragoza            Trade                  $80

BullsEye Telecom           Trade                  $36

AT&T                       Trade                  $36

Cosco Fire Protection Inc. Trade                  $33

Special Delivery           Trade                  $30

Factual Data               Trade                  $21
                                        TOTAL:  ------
                                              $25,143

The petition was signed by Edward Singer, the company's assistant
vice-president.


LYONDELL CHEMICAL: Unsecured Creditors Balk at BNY Mellon Deal
--------------------------------------------------------------
Law360 reports that the unsecured creditors of Lyondell Chemical
Co. are objecting to a deal the company reached with the Bank of
New York Mellon Corp., saying the settlement improperly binds the
company to the proposed reorganization plan.

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


MAGQUIRE PROPERTIES: Agrees to End Lease at Ocean Avenue Project
----------------------------------------------------------------
Maguire Properties L.P. agreed to a termination of its lease of
17,207 square feet of rentable area on the fourth floor at the
1733 Ocean Avenue project in Santa Monica, California owned by
Robert F. Maguire III, a former executive officer and director of
the Company.

The lease was pursuant to an Office Lease dated as of November 15,
2005, and would have otherwise expired in July 2016.  Under the
lease, the Company paid annual rent totaling approximately
$0.7 million, $0.8 million and $1.0 million during the years ended
December 31, 2007, 2008 and 2009, respectively, after accounting
for priority cash flow participation.  The priority cash flow
participation is a monthly amount owed by Mr. Maguire to the
Company pursuant to a Letter Agreement dated as of November 15,
2005 that effectively decreased the Company's net rent to a level
comparable to rates in downtown Los Angeles that went into effect
upon lease commencement.

Pursuant to a separation agreement effective as of May 17, 2008,
Mr. Maguire resigned as the Company's Chief Executive Officer and
Chairman of the Board.  In June 2008, the Company relocated its
corporate offices from 1733 Ocean to downtown Los Angeles,
California, and vacated the space at 1733 Ocean.  Pursuant to his
separation agreement, Mr. Maguire agreed to use his best efforts
for a period of 180 days to obtain the necessary consents to
terminate the lease and, if such consents were not obtained, to
take certain actions to facilitate the Company 's efforts to
sublet the space. Mr. Maguire did not obtain the necessary
consents within the 180-day period.

Prior to the lease termination, the Company's future contractual
lease obligations totaled approximately $8.5 million.  The Office
Lease did not permit an offset against the Company's contractual
rent payments in the event that all or part of the priority cash
flow participation was not paid by Mr. Maguire to the Company.

After pursuing various alternatives with respect to the 1733 Ocean
fourth floor space, the Company has agreed with Mr. Maguire to a
lease termination effective February 1, 2010. Pursuant to the
lease termination, the Company agreed to total consideration of
$2,500,000.  Those amounts consist of:

   * An initial termination fee installment of $275,000 to be paid
     by the Company on or before February 1, 2010;

   * Additional termination fee monthly installments of $75,000 to
     be paid by the Company beginning February 1, 2010, and
     continuing through and including November 1, 2011, with a
     final payment of $45,000 on December 1, 2011, totaling
     $1,695,000; and

    * Amounts owed by Mr. Maguire to the Company pursuant to the
      participation side letter and for Mr. Maguire 's use of the
      services of certain Company employees during calendar years
      2008 and 2009 totaling $530,000 are deemed satisfied.

The Company expects to record a charge of approximately
$1.4 million during the three months ending March 31, 2010, in
connection with the termination of this lease.  No further lease
payments are required and the lease termination includes a
standard release of claims in favor of the Company as tenant under
the lease documents.

                  About Maguire Properties, Inc.

Maguire Properties, Inc. (NYSE: MPG) --
http://www.maguireproperties.com/-- is the largest owner and
operator of Class A office properties in the Los Angeles central
business district and is primarily focused on owning and operating
high-quality office properties in the Southern California market.
Maguire Properties, Inc. is a full-service real estate company
with substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

Maguire posted a net loss of $48.58 million on total revenue of
$126.32 million for the quarter ended September 30, 2009, from a
net loss of $67.75 million on total revenue of $123.86 million for
the same period a year ago.  The Company posted a net loss of
$533.80 million on total revenue of $378.06 million for the
nine months ended September 30, 2009, from a net loss of
$231.79 million on total revenue of $379.24 million the prior
year.  At September 30, 2009, Maguire had $4.17 billion in total
assets against $4.69 billion in total liabilities.


MALUHIA EIGHT: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Maluhia Eight, LLC
        c/o PRM Realty Group, LLC
        150 N. Wacker Dr., #1120
        Chicago, IL 60606

Bankruptcy Case No.: 10-30986

Chapter 11 Petition Date: February 8, 2010

Debtor-affiliate that filed separate Chapter 11 petition April 1,
2009:

        Entity                                     Case No.
        ------                                     --------
Rangeline Properties, LLC                          09-31921

Debtor-affiliates filing separate Chapter 11 petition March 5,
2009:

        Entity                                     Case No.
        ------                                     --------
Morris Radio Enterprises, LLC                      09-31416

Debtor-affiliates filing separate Chapter 11 petition March 6,
2009:

        Entity                                     Case No.
        ------                                     --------
PRS II, LLC                                        09-31436

Debtor-affiliates filing separate Chapter 11 petition November 3,
2009:

        Entity                                     Case No.
        ------                                     --------
Bon Secour Partners, LLC                           09-37580
PM Transportation LLC                              09-37581


Debtor-affiliates filing separate Chapter 11 petition January 6,
2010:

        Entity                                     Case No.
        ------                                     --------
PRM Realty Group, LLC                              10-30241

Debtor-affiliates filing separate Chapter 11 petition January 7,
2010:

        Entity                                     Case No.
        ------                                     --------
PMP II, LLC                                        10-30252

Debtor-affiliates filing separate Chapter 11 petition January 21,
2010:

        Entity                                     Case No.
        ------                                     --------
Maluhia Development Group, LLC                     10-30475

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

Judge: Harlin DeWayne Hale

Debtor's Counsel: Gerrit M. Pronske, Esq.
                  Pronske & Patel, P.C.
                  2200 Ross Avenue, Suite 5350
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509
                  Email: gpronske@pronskepatel.com

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

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

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Peter R. Morris.


MARKET STREET: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Market Street Properties, LLC, filed with the U.S. Bankruptcy
Court for the Eastern District of Louisiana its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $48,400,000
  B. Personal Property            $4,004,026
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $22,250,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,598,596
                                 -----------      -----------
        TOTAL                    $52,404,026      $26,848,596

Oceanside, New York-based Market Street Properties, LLC, filed for
Chapter 11 bankruptcy protection on December 23, 2009 (Bankr. E.D.
La. Case No. 09-14172).  Christopher T. Caplinger, Esq., who has
an office in New Orleans, Louisiana, 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.


MC PRECAST INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: MC Precast, Inc.
        75 Newnan South Industrial Drive
        Newnan, GA 30263

Bankruptcy Case No.: 10-10466

Chapter 11 Petition Date: February 8, 2010

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

Debtor's Counsel: J. Robert Williamson, Esq.
                  Scroggins and Williamson
                  1500 Candler Building
                  127 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 893-3880
                  Email: rwilliamson@swlawfirm.com

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

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

The petition was signed by Mahlon C. Rhaney Jr., the company's
president.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
ABC-Asphalt Block Concrete                        $51,945

American Express Company                          $55,000

C.W. Matthews Contracting                         $139,634
Co., Inc.

Coreslab Structures                               $169,850
(Atlanta), Inc.

Crain-Headley Inc.                                $47,462

Florida Precast                                   $75,962
Industries, Inc.

Friedman Dever &                                  $55,711
Merlin LLC

General Steel                                     $120,960

Hanson Pipe &                                     $81,934
Precast, Inc.

Helser Industries                                 $69,255

HLB Gross Collins, P.C.                           $89,944

HSNO                                              $61,316

Lafarge Building                                  $163,138
Materials Inc.

Martin Marietta                                   $49,501
Materials

Skyline Steel, LLC                                $100,435

Southern Trucking &                               $128,423
Services

The Reinforced Earth                              $525,310
Company

The Spancrete Group,                              $116,768
Inc.

Vulcan Materials Co.                              $52,332

Westfield Insurance                               $45,780
Company


MCJUNKIN RED: S&P Affirms 'B' Rating on Senior Secured Notes
------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
issue-level rating on McJunkin Red Man Corp.'s senior secured
notes, following the announcement that the company increased the
size of the issue to $1.05 billion, from $1 billion, through a
$50 million add-on offering.  The notes are rated 'B' (one notch
lower than the corporate credit rating) with a recovery rating of
'5', indicating the expectation of modest (10%-30%) recovery in
the event of a payment default.

The company will use proceeds from the proposed notes to repay
amounts outstanding under its $900 million asset-based revolving
credit facility due 2013.

S&P expects McJunkin to have had about $1.6 billion of debt,
adjusted for operating leases and postretirement obligations
outstanding, on Dec. 31, 2009.

The 'B+' corporate credit rating on McJunkin Red Man Corp.
(B+/Negative/--) reflects the highly fragmented and competitive
industry in which the company operates, its cyclical end markets,
the risk that volatile steel prices could hurt profitability, and
relatively slow inventory turnover.  The company's geographic and
customer diversity, highly variable cost structure, and sufficient
liquidity partially offset these weaknesses.


MERCER INT'L: Harbinger Capital, et al., Report Equity Stake
------------------------------------------------------------
Harbinger Capital Partners Master Fund I, Ltd.; Harbinger Capital
Partners LLC; Credit Distressed Blue Line Master Fund, Ltd.;
Harbinger Capital Partners II LP; Harbinger Capital Partners II GP
LLC; Harbinger Holdings, LLC; and Philip Falcone disclosed that
they may be deemed to beneficially own shares of common stock of
Mercer International Inc. as of February 4, 2010:

     -- Harbinger LLC and Harbinger Holdings may be deemed to be
        the beneficial owners of 2,228,194 Shares held for the
        account of the Master Fund.

     -- HCP II and HCP II GP may be deemed to be the beneficial
        owners of 1,973,333 Shares held for the account of the
        Blue Line Fund.  This amount consists of Shares that the
        Harbinger entities may be deemed to own upon the
        conversion of convertible bonds.

     -- Mr. Falcone may be deemed to be the beneficial owner of
        4,201,527 Shares. This amount consists of: (A) 2,228,194
        Shares held for the account of the Master Fund; and (B)
        1,973,333 Shares held for the account of the Blue Line
        Fund which consists of Shares that the Harbinger entities
        may be deemed to own upon the conversion of convertible
        bonds.

The number of Shares of which each of Harbinger LLC and Harbinger
Holdings may be deemed to be the beneficial owner constitutes
approximately 6.11% of the total number of Shares outstanding of
the Company.

The number of Shares of which each of HCP II and HCP II GP may be
deemed to be the beneficial owner constitutes approximately 5.14%
of the total number of Shares outstanding.

The number of Shares of which Mr. Falcone may be deemed to be the
beneficial owner constitutes approximately 10.94% of the total
number of Shares outstanding.

Harbinger LLC serves as the investment manager and investment
advisor to the Master Fund.  HCP II serves as the investment
manager to the Blue Line Fund.  HCP II GP serves as the general
partner of HCP II.  Harbinger Holdings serves as the manager of
Harbinger LLC.  Mr. Falcone serves as the managing member of HCP
II GP and Harbinger Holdings and the portfolio manager of the
Master Fund and the Blue Line Fund.  In such capacity, Harbinger
Holdings and Mr. Falcone may be deemed to have voting and
dispositive power over the Shares held for the Master Fund.  Mr.
Falcone may also be deemed to have voting and dispositive power
over the Shares held for the Blue Line Fund.

                    About Mercer International

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

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

                           *     *     *

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

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

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


METRO-GOLDWYN-MAYER: Lionsgate Not Serious Contender for Assets
---------------------------------------------------------------
New York Post's Peter Lauria reports that Lions Gate Entertainment
Corp. intends to submit an "aggressive" offer for The Walt Disney
Company's Miramax outfit even as it advances to the second round
of bidding for Metro-Goldwyn-Mayer, according to sources inside or
close to Lionsgate.

According to NY Post, while Lionsgate isn't considered a serious
contender for MGM because it lacks the financial wherewithal of
richer suitors like Time Warner, it can not only afford Miramax --
even at the rumored $700 million price tag -- but could also have
the field to itself as rivals pursue the bigger fish.

Sources suggested to NY Post that Lionsgate could initially bid as
high as $500 million to $600 million, five times Miramax's roughly
$100 million in annual cash flow and about twice its $300 million
in revenue, to keep other bidders from snatching the asset out
from under it.

According to NY Post, based on 2010 estimates, Lionsgate could
afford a bid in that range.  NY Post relates Cowen & Co. projects
annual revenue of $1.5 billion, operating income of $23.4 million,
and adjusted EBITDA of $114 million. The company has about $143
million in cash and cash equivalents, a market capitalization of
$604 million and total debt of around $520 million.

NY Post also notes investor Carl Icahn on Friday increased his
stake in Lionsgate to 18%, closely watching its every move.

NY Post says a Lionsgate representative did not return calls for
comment.

Citing The New York Times and The Wall Street Journal, the
Troubled Company Reporter on February 2, 2010, reported that Walt
Disney has been seeking buyers for its Miramax film unit. Brooks
Barnes of The New York Times, citing a mergers and acquisitions
expert with knowledge of the process, said Disney has attracted
seven to 10 interested bidders.  According to New York Times'
source, the initial discussions indicate a price of more than $700
million for the Miramax name and its 700-film library.

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

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

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

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

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

                   About Metro-Goldwyn-Mayer

Metro-Goldwyn-Mayer, Inc., is an independent, privately held
motion picture, television, home video, and theatrical
production and distribution company.  The Company owns the
world's largest library of modern films, comprising
approximately 4,000 titles, and over 10,400 episodes of
television programming.  MGM is owned by an investor
consortium, comprised of Providence Equity Partners, TPG
Capital, Sony Corporation of America, Comcast Corporation, DLJ
Merchant Banking Partners and Quadrangle Group.

In January 2010, Metro-Goldwyn-Mayer was reported to be
considering a prepackaged bankruptcy along with a sale.  The Wall
Street Journal reported MGM has tapped the restructuring practice
at law firm Skadden, Arps, Slate, Meagher & Flom to prepare a
possible prepackaged bankruptcy.  Lenders have extended a
moratorium on interest payments to March 31, allowing more time
for negotiations.

                           About Miramax

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


MGM MIRAGE: Will Release Q4 and FY 2009 Results on February 18
--------------------------------------------------------------
MGM MIRAGE will release its financial results for the fourth
quarter and full year 2009 before the market opens on February 18,
2010.  The company will host a conference call at 11:00 a.m.
Eastern Standard Time which will include a brief discussion of
these results followed by a question and answer period.

The call will be accessible via the Internet through
http://www.mgmmirage.com/and http://www.companyboardroom.com/or
by calling 1-800-526-8531 for Domestic callers and 1-706-758-3659
for International callers.  The conference call ID # is 55603540.

A replay of the call will be available through February 25, 2010.
The replay may be accessed by dialing 1-800-642-1687 or 1-706-645-
9291.  The replay access code is 55603540. The call will also be
archived at http://www.mgmmirage.com/and at
http://www.companyboardroom.com/

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.


MGM MIRAGE: Moody's Reviews 'Caa2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service placed MGM MIRAGE's ratings on review
for possible upgrade, including its Caa2 Corporate Family Rating
and Caa3 Probability of Default Rating.  MGM has an SGL-4
Speculative Grade Liquidity rating.

The review for possible upgrade reflects MGM's announcement that
the company 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 successful closing of the
amendment as proposed would be a positive step forward for MGM
with respect to near-term financial flexibility as well as its
longer-term ability to remain viable as a going concern," stated
Peggy Holloway, Moody's Vice President.

In addition to extending the maturities of a majority of MGM's
senior credit facilities, the proposed amendment would also would
permit the company to issue additional secured indebtedness.
Future issuance of additional secured debt, if used to refinance
near term maturities, could further relax MGM's debt maturity
profile.  However, it would not impact the company's leverage.  As
a result, the degree of any upgrade would likely be modest given
the company's high leverage, challenging operating environment,
ramp up and potential guaranty funding for CityCenter, and its
ability to close condominium sales at CityCenter.

Moody's review will focus on key factors that will impact the
company's near-term and longer-term financial profile.  These
include the specific terms of the amendment, the challenging
operating environment in Las Vegas, the potential sale of the
company's interest in the Borgata, and possible Macau IPO.

Ratings placed on review for possible upgrade (assessments subject
to change):

MGM MIRAGE

* Corporate Family Rating at Caa2
* Probability of Default Rating at Caa3
* Senior unsecured notes at Caa2 (LGD 3, 40%)
* Senior subordinated at Ca (LGD 5, 85%)
* Senior secured notes at B1 (LGD 1, 2%)

Mandalay Resort Group

* Senior unsecured notes at Caa2 (LGD 3, 40%)
* Senior subordinated at Ca (LGD 5, 85%)

The last rating action for MGM occurred on September 18, 2009,
when Moody's affirmed the company's ratings and assigned a B1
rating to its new $475 million senior unsecured notes.

MGM MIRAGE owns and operates casino and hotel properties
throughout the US.  The company also has a 50% interest in
CityCenter Holdings, Inc., a mixed-use project on the Las Vegas
Strip and a 50% interest in MGM Grand Macau, a hotel-casino resort
in Macau S.A.R.  MGM generates approximately $6.2 billion of net
revenue annually.


MIRAMAX FILMS: Lionsgate to Submit "Aggressive" Offer
-----------------------------------------------------
New York Post's Peter Lauria reports that Lions Gate Entertainment
Corp. intends to submit an "aggressive" offer for The Walt Disney
Company's Miramax outfit even as it advances to the second round
of bidding for Metro-Goldwyn-Mayer, according to sources inside or
close to Lionsgate.

According to NY Post, while Lionsgate isn't considered a serious
contender for MGM because it lacks the financial wherewithal of
richer suitors like Time Warner, it can not only afford Miramax --
even at the rumored $700 million price tag -- but could also have
the field to itself as rivals pursue the bigger fish.

Sources suggested to NY Post that Lionsgate could initially bid as
high as $500 million to $600 million, five times Miramax's roughly
$100 million in annual cash flow and about twice its $300 million
in revenue, to keep other bidders from snatching the asset out
from under it.

According to NY Post, based on 2010 estimates, Lionsgate could
afford a bid in that range.  NY Post relates Cowen & Co. projects
annual revenue of $1.5 billion, operating income of $23.4 million,
and adjusted EBITDA of $114 million. The company has about $143
million in cash and cash equivalents, a market capitalization of
$604 million and total debt of around $520 million.

NY Post also notes investor Carl Icahn on Friday increased his
stake in Lionsgate to 18%, closely watching its every move.

NY Post says a Lionsgate representative did not return calls for
comment.

Citing The New York Times and The Wall Street Journal, the
Troubled Company Reporter on February 2, 2010, reported that Walt
Disney has been seeking buyers for its Miramax film unit. Brooks
Barnes of The New York Times, citing a mergers and acquisitions
expert with knowledge of the process, said Disney has attracted
seven to 10 interested bidders.  According to New York Times'
source, the initial discussions indicate a price of more than $700
million for the Miramax name and its 700-film library.

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

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

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

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

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

                   About Metro-Goldwyn-Mayer

Metro-Goldwyn-Mayer, Inc., is an independent, privately held
motion picture, television, home video, and theatrical
production and distribution company.  The Company owns the
world's largest library of modern films, comprising
approximately 4,000 titles, and over 10,400 episodes of
television programming.  MGM is owned by an investor
consortium, comprised of Providence Equity Partners, TPG
Capital, Sony Corporation of America, Comcast Corporation, DLJ
Merchant Banking Partners and Quadrangle Group.

In January 2010, Metro-Goldwyn-Mayer was reported to be
considering a prepackaged bankruptcy along with a sale.  The Wall
Street Journal reported MGM has tapped the restructuring practice
at law firm Skadden, Arps, Slate, Meagher & Flom to prepare a
possible prepackaged bankruptcy.  Lenders have extended a
moratorium on interest payments to March 31, allowing more time
for negotiations.

                           About Miramax

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


MISCOR GROUP: Sells 2 Units; Provides Update on Restructuring Plan
------------------------------------------------------------------
MISCOR Group, Ltd., on Tuesday announced the sale of its Martell
Electric, LLC and Ideal Consolidated, Inc. business units.  MISCOR
also provided an update regarding its previously announced
restructuring plan.

Upon completion of the plan, MISCOR's remaining subsidiaries will
be aligned with the Company's refocused business strategy, which
includes an emphasis on maintenance, repair, remanufacturing and
manufacturing of mechanical and electrical equipment for customers
in the industrial and utility industries.

The two business units, part of the Company's Construction
Services segment, were sold for $3.5 million to John Martell,
President and CEO of MISCOR and his wife Bonnie Martell.  The
consideration for the transaction comprised $750,000 in cash and a
reduction by $2,750,000 of a $3 million note that was owed to Mr.
Martell by MISCOR.  The financial terms of the transaction, which
closed on February 3, were supported by an independent fairness
opinion provided to the Company's Board of Directors by Western
Reserve Partners, LLC of Cleveland.

Going forward, Mr. Martell will remain in his role of President of
the two divested companies, and in the interim, will also remain
with MISCOR to assist the Company in completing its transition to
a new CEO.  MISCOR is beginning the search process for a new CEO,
and once the process is complete, Mr. Martell will step down as
CEO but maintain an active role in the Company as non-executive
Chairman of the Board.

To further support the Company's focus on the industrial services
segment, MISCOR also announced the planned relocation of its
headquarters from South Bend, Indiana, to Massillon, Ohio, the
main location of Magnetech Industrial Services, Inc.  MISCOR
continues to work with Western Reserve and interested parties to
develop a solution for the divestiture of the rail segment of its
business.

MISCOR has reached an agreement with its lender, Wells Fargo Bank,
regarding an amendment to its current credit facility.  Wells
Fargo continues to be supportive of the Company's restructuring
plan and other potential strategic initiatives intended to reduce
MISCOR's indebtedness through asset sales, divestitures and other
alternatives.

As reported by the Troubled Company Reporter, the Company on
December 21, completed the sale of its AMP-Montreal business unit,
one of its businesses in the Rail Service Segment.  AMP was sold
to Novatech, Inc. of Montreal for $1.5 million, including $1.1
million in cash and a note for $400,000 to be paid over three
years.

"The initiatives [] are a testament to the continued progress
we've made to ensure that MISCOR remains positioned and
appropriately structured to achieve sustainable long-term growth
and profitability," said John A. Martell, President and CEO of
MISCOR Group.  "Given the ongoing challenges in the macroeconomic
environment, we must remain focused on the effective execution of
our restructuring plan, which is designed to reduce our operating
costs, better align our management team and focus our efforts on
MISCOR's core industrial and utility services business."

                           About MISCOR

South Bend, Indiana-based MISCOR Group, Ltd. (OTC BB: MIGL)
currently provides electrical and mechanical solutions to
industrial, commercial and institutional customers through two
segments: Industrial Services, consisting of the Company's
maintenance and repair services to several industries, including
electric motor and wind power, and repairing, manufacturing, and
remanufacturing industrial lifting magnets for the steel and scrap
industries; and Rail services, consisting of the Company's
manufacturing and rebuilding of power assemblies, engine parts,
and other components related to large diesel engines and its
locomotive maintenance, remanufacturing, and repair services for
the rail industry.


MISCOR GROUP: Must Raise at Least $1-MM by February 19
------------------------------------------------------
MISCOR Group, Ltd., has reached an agreement with its lender,
Wells Fargo Bank, regarding an amendment to its current credit
facility.

MISCOR Group, Ltd. -- along with affiliates Ideal Consolidated,
Inc., Martell Electric, LLC, Magnetech Industrial Services, Inc.,
HK Engine Components, LLC, Magnetech Power Services, LLC, 3-D
Service, Ltd., and American Motive Power, Inc. -- and Wells Fargo
Business Credit, a division of Wells Fargo Bank, National
Association, are parties to a Credit and Security Agreement dated
January 14, 2008, as amended.

The Company previously notified Wells Fargo of its intent to
complete the sale of its Construction and Engineering Services
business, consisting of Ideal and Martell Electric, to the
Company's President and CEO, John A. Martell, and his wife,
Bonnie.

On January 14, 2010, the Borrowers and Wells Fargo executed a
Sixth Amendment to the Credit Agreement under which Wells Fargo
consented to the CES Sale and the parties made certain changes to
the Credit Agreement.  Because the terms of the CES Sale had
changed since the date of Wells Fargo's consent, Wells Fargo and
the Borrowers executed a letter agreement dated February 3, 2010,
under which Wells Fargo revised the terms of its consent to the
CES Sale set forth in the Sixth Amendment.

Also in the Letter Agreement, Wells Fargo extended the date by
which the Company must raise at least $1,000,000 of additional
capital, whether in the form of additional subordinated debt,
proceeds of further asset sales approved by the Wells Fargo or
cash equity contributions, to February 19, 2010.

In connection with the CES Sale and as partial consideration for
the purchase price payable in the CES Sale, the Lender agrees that
not more than $2,750,000 of currently outstanding subordinated
debt of the Borrowers owing to Mr. Martell may be forgiven and a
new note will be issued to Mr. Martell for the remaining
subordinated debt, which Note may also include any other
indebtedness due Mr. Martell by the Borrowers, and which Note may
be secured by a blanket security interest.

                      Going Concern Doubt

MISCOR disclosed in a regulatory filing in November that it was
required by Wells Fargo to raise $2,000,000 in additional capital
through subordinated debt, asset sales, or additional cash equity.

As reported by the Troubled Company Reporter, the Company on
December 21, completed the sale of its AMP-Montreal business unit,
one of its businesses in the Rail Service Segment.  AMP was sold
to Novatech, Inc. of Montreal for $1.5 million, including $1.1
million in cash and a note for $400,000 to be paid over three
years.

MISCOR said if Wells Fargo demands immediate repayment of the
Company's outstanding borrowings under the bank credit facilities,
the Company does not currently have means to repay or refinance
the amounts that would be due.  If Wells Fargo were to exercise
its remedies and foreclose on the Company's assets, there would be
substantial doubt about the Company's ability to continue as a
going concern.

                           About MISCOR

South Bend, Indiana-based MISCOR Group, Ltd. (OTC BB: MIGL)
currently provides electrical and mechanical solutions to
industrial, commercial and institutional customers through two
segments: Industrial Services, consisting of the Company's
maintenance and repair services to several industries, including
electric motor and wind power, and repairing, manufacturing, and
remanufacturing industrial lifting magnets for the steel and scrap
industries; and Rail services, consisting of the Company's
manufacturing and rebuilding of power assemblies, engine parts,
and other components related to large diesel engines and its
locomotive maintenance, remanufacturing, and repair services for
the rail industry.

At October 4, 2009, the Company's consolidated balance sheets
showed total assets of $60.8 million, total liabilities of
$28.9 million, and stockholders' equity of $31.9 million.


MONACO COACH: Dimensional Fund, Franklin Resources Report Stake
---------------------------------------------------------------
Dimensional Fund Advisors LP disclosed that as of December 31,
2009, it may be deemed to beneficially own 5,500 shares or roughly
0.02% of the common stock of Monaco Coach Corp., now known as MNC
Corporation.

Dimensional Fund Advisors in a regulatory filing said it furnishes
investment advice to four investment companies registered under
the Investment Company Act of 1940, and serves as investment
manager to certain other commingled group trusts and separate
accounts.  The Funds have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of the securities held in their respective accounts.  To the
knowledge of Dimensional, the interest of any one such Fund does
not exceed 5% of the class of securities.  Dimensional Fund
disclaims beneficial ownership of all such securities.

Franklin Resources, Inc.; Charles B. Johnson; and Rupert H.
Johnson, Jr., disclosed that as of December 31, 2009, they no
longer hold shares of MNC Corp.  Charles B. Johnson and Rupert H.
Johnson, Jr., each own in excess of 10% of the outstanding common
stock of FRI and are the principal stockholders of FRI.

As reported by the Troubled Company Reporter on July 7, 2009, the
U.S. Bankruptcy Court for the District of Delaware converted
Monaco's Chapter 11 bankruptcy cases to proceedings under Chapter
7 of the Bankruptcy Code.  The Debtor lost access to cash
collateral securing its obligations to its lenders.  The Debtor
said it no longer has the ability to satisfy administrative
expenses that will be incurred in continuing Chapter 11 cases.

Monaco Coach, now known as MCC, closed sales of its luxury
motorhome resort and core manufacturing assets on June 4, 2009.

As reported by the TCR on June 15, 2009, Navistar International
Corporation, through its wholly owned subsidiary Workhorse
International Holding Company, completed the acquisition of
certain assets of Monaco Coach for $45 million.  Navistar funded
the purchase price with cash on hand.

Under the terms of the asset purchase agreement, Navistar acquired
five manufacturing facilities, intellectual property and
trademarks and certain inventory.

                        About Monaco Coach

Monaco Coach Corporation, a national manufacturer of motorized and
towable recreational vehicles, is ranked as the number one
producer of diesel-powered motorhomes.  Headquartered in Coburg,
Oregon, with manufacturing facilities in Oregon and Indiana, the
Company offers a variety of RVs, from entry-level priced towables
to custom-made luxury models under the Monaco, Holiday Rambler,
Safari, Beaver, McKenzie, and R-Vision brand names.  The Company
operates motorhome-only resorts in California, Florida, Nevada and
Michigan.  Monaco Coach is listed on the Pink Sheets under the
symbol "MCOAQ".

As of September 27, 2008, the Company had $442.1 million in total
assets and $208.8 million in total liabilities.

Monaco Coach Corporation and its affiliates filed for Chapter 11
on March 5 (Bankr. D. Del., Lead Case No. 09-10750).  Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones LLP, serve as the Debtors' counsel.  Dennis A. Meloro,
Esq., Diane E. Vuocolo, Esq., Donald J. Detweiler, Esq., Kevin
Finger, Esq., Monica Loftin Townsend, Esq., and Sean Bezark, Esq.,
at Greenberg Traurig, LLP, represent the official committee of
unsecured creditors.  Omni Management Group LLC serves as the
Debtors' claims, balloting, noticing and administrative agent.


MORRIS PUBLISHING: Files Prepackaged Joint Plan of Reorganization
-----------------------------------------------------------------
Morris Publishing Group, LLC, et al., have filed with the U.S.
Bankruptcy Court for the Southern District of Georgia a
prepackaged joint plan of reorganization and disclosure statement.

Morris Publishing, which had earlier contemplated on an out-of-
court debt-exchange, says the prepackaged plan, if successful,
will reduce the amount of our outstanding debt.  Specifically,
upon the completion of the restructuring, the principal amount of
our indebtedness will be reduced from approximately $415.8 million
as of November 30, 2009 to approximately $126.6 million
immediately after the closing of the Restructuring, consisting of
$26.6 million in principal amount of term loans and $100 million
of new notes.

Each holder of the Administrative Claim will be paid in full in
cash the unpaid portion of the allowed claim in full and final
satisfaction of the claim.

In full and final satisfaction, settlement, release, and discharge
of and in exchange for each Priority Tax Claim, each holder of the
claim will be paid in full in cash the unpaid portion of the
allowed claim in accordance with applicable non-bankruptcy law or
otherwise in the ordinary course of business.

Holders of Class 1 - Other Priority Claims and Class 7 - General
Unsecured Claims will be paid in full in cash.

Class 2 - Tranche A Term Loan Claims, Class 3 - Tranche B Term
Loan Claims, and Class 5 - Other Secured Claims will be reinstated
and rendered unimpaired.

Class 4 - Tranche C Term Loan Claims will be allowed and deemed to
be allowed claims in the cumulative amount of $110,000,000.00 plus
interest and fees due and owing under the Credit Agreement, which
Allowed Claims will not be subject to any avoidance, reductions,
setoff, recharacterization, subordination, offset, counterclaims,
cross-claims, defenses, disallowance, impairment, objection or any
other challenges under applicable law by any Entity.  Each holder
of the Tranche C Term Loan Claim will receive on the Effective
Date, pursuant to the terms of the Escrow Agreement, which is
expressly incorporated herein and made a part of this Plan, as
applicable, (a) cancellation of Intercompany Debt, (b) a
promissory note from MPG Newspapers or (c) an increase in the
equity of MPG Newspapers in Morris Publishing Group through the
capital contribution contemplated by the Escrow Agreement.

Class 6 - Senior Notes Claims will be deemed to be Allowed
Claims in the aggregate amount of (i) $278,478,000.00 plus
(ii) all accrued and unpaid interest at the nondefault contract
rate and fees due and owing under the Senior Notes and Senior
Notes Indenture as of the Effective Date, plus (iii) all other
Obligations, which Allowed Claims won't be subject to any
avoidance, reductions, setoff, recharacterization, subordination,
offset, counterclaims, cross-claims, defenses, disallowance,
impairment, objection or any other challenges under applicable law
by any entity.  Each Holder of the Senior Notes Claim will receive
on or as soon as reasonably practicable after the Effective Date
its Pro Rata share of 100% of the New Notes.  The payment of the
Ad Hoc Committee Advisors Claims will be in addition to, and will
not reduce amounts distributable.

Class 8 - Intercompany Claims will be (a) reinstated and rendered
unimpaired at an aggregate cap of $500,000 and/or (b) satisfied in
accordance with the terms of the Restructuring Support Agreement
and Escrow Agreement.

Class 9 - Interests in the Debtors won't receive any distribution,
Interests in the Debtors and will not be cancelled.

Holders of Class 1 - Other Priority Claims, Class 7 - General
Unsecured Claims, Class 2 - Tranche A Term Loan Claims, Class 3 -
Tranche B Term Loan Claims, Class 4 - Tranche C Term Loan Claims,
Class 5 - Other Secured Claims, Class 7 - General Unsecured
Claims, Class 8 - Intercompany Claims, and Class 9 - Interests in
the Debtors are not entitled to vote on the Plan.

Holders of Class 6 - Senior Notes Claims are entitled to vote on
the Plan.

The hearing to consider the adequacy of the Disclosure Statement,
any objections to the Disclosure Statement, confirmation of the
Plan, any objections thereto, and any other matter that may
properly come before the Court will be held on February 17, 2010,
at 9:00 a.m. (prevailing Eastern Time).

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

     http://bankrupt.com/misc/MORRIS_PUBLISHING_ch11plan.pdf
     http://bankrupt.com/misc/MORRIS_PUBLISHING_ds.pdf

                     About Morris Publishing

Morris Publishing Group, LLC -- dba Albion Shopper, et al. -- is a
privately held media company based in Augusta, Georgia.  Morris
Publishing currently owns and operates 13 daily newspapers as well
as nondaily newspapers, city magazines and free community
publications in the Southeast, Midwest, Southwest and Alaska. The
petition says assets and debts are $100 million to $500 million.

The Company filed for Chapter 11 bankruptcy protection on
January 19, 2010 (Bankr. S.D. Ga. Case No. 10-10134).  James T.
Wilson, Jr., Esq., who has an office in Augusta, GA, is the
Debtor's co-counsel.  Lazard Ltd. is the Debtor's financial
advisor, while Kurtzman Carson Consultants is its claims agent.
The Company listed $100,000,001 to $500,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

The Company's affiliates -- Athens Newspapers, LLC, et al. --
filed separate Chapter 11 petitions.


MOVIE GALLERY: Seeks April 5 Extension for Schedules & Statements
-----------------------------------------------------------------
Pursuant to Section 521 of the Bankruptcy Code and Rule 1007 of
the Federal Rules of Bankruptcy Procedure, Movie Gallery Inc. and
its units are required to file their (i) schedules of assets and
liabilities, and (iii) statements of financial affairs within 15
days after the Petition Date.

Pursuant to Rule 1007(a)(3) of the Federal rules of Bankruptcy
Procedure, the Debtors are required to file the Schedules and
Statements within 14 days after the Petition Date.

In view of these, the Debtors sought and obtained the Court's
approval to extend for another 45 days, the time within which
they are required to file their Schedules and Statements, to
April 5, 2010.

Additionally, the Debtors sought and obtained the court's
authority to allow the United States Trustee to schedule the
meeting with creditors under Section 341 of the Bankruptcy Code
more than 40 days after the Petition Date.   Rule 2003 of the
Federal Rules of Bankruptcy Procedure provides that in a chapter
11 case the United States Trustee must call a meeting of
creditors to be held no fewer than 21 and no more than 40 days
after the Petition Date.

According to Michael A. Condyles, Esq., at Kutak Rock LLP, in
Richmond, Virginia, an extension of time to file the Statements
and Schedules is necessary because of the size and complexity of
the Debtors' operations and more time will be required to compile
the information to complete the Statements and Schedules.

                        About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc. is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.


MUELLER WATER: Moody's Affirms Corporate Family Rating at 'B2'
--------------------------------------------------------------
Moody's Investors Service affirmed several ratings of Mueller
Water Products, Inc., including its corporate family rating of B2,
its probability of default rating of B2, and its speculative grade
liquidity rating of SGL-3.  At the same time, Moody's raised the
rating on its senior secured credit facility to Ba3 from B1, and
the rating on its senior subordinated notes to B3 from Caa1.  The
outlook remains stable.

The rating changes to Mueller's senior secured credit facility and
senior subordinated notes were made in accordance with Moody's
loss-given-default framework.  Since December 31, 2008, the
company has reduced the size of its revolver to $200 million from
$300 million, and paid down approximately $392 million of secured
debt with free cash flow and a fourth quarter equity issuance.
The reduced amount of secured debt and the revised mix of secured
and unsecured debt led to more favorable notching for both
Mueller's senior secured credit facility and senior subordinated
notes, under LGD guidelines.

The B2 corporate family rating reflects Moody's expectation that
Mueller's credit metrics will remain weak in 2010 due to continued
weakness in each of the company's key end markets: residential
construction, non-residential construction, and municipal water
infrastructure.  More specifically, while Moody's expects a modest
increase in municipal water infrasturucture spending to benefit
the company, its revenues from residential contruction will likely
lag any recovery in housing starts.  In addition, Moody's
anticipate that non-residential contruction spending may decrease
by greater than 15% in 2010.  Finally, while covenant amendments
and significant debt reductions in 2009 have given Mueller a
comfortable amount of headroom under its financial covenants, if
sales and margins do not begin to expand in the latter half of
2010 and into 2011, covenant compliance may be challenging.

At the same time, the ratings acknowledge Mueller's strong,
defensible market position, with barriers to entry afforded by a
substantial installed base of diverse products and strong
relationships with key suppliers.  The ratings are also supported
by the favorable long-term outlook for municipal water
infrastructure spending.  In addition, while conditions remain
weak in residential construction, Moody's expects to see double
digit increases in housing starts in 2010 and 2011, which should
benefit Mueller.  Lastly, Mueller's large cash position, positive
free cash flow generation, and $200 million unused revolver
support the company's B2 corporate family rating.

Mueller's stable outlook reflects Moody's expectation that the
company will continue to generate positive free cash flow to
preserve its current liquidity position and maintain capital
structure discipline.

These rating actions were taken:

* Corporate Family Rating, affirmed at B2;

* Probability of Default Rating, affirmed at B2;

* Senior Secured Bank Credit Facility due 2012, raised to Ba3
  (LGD2, 23%) from B1;

* Senior Secured Term Loan due 2012, raised to Ba3 (LGD2, 23%)
  from B1;

* Senior Secured Term Loan due 2014, raised to Ba3 (LGD2, 23%)
  from B1;

* Senior Subordinated Notes due 2017, raised to B3 (LGD5, 76%);

* Speculative grade liquidity rating, affirmed at SGL-3;

* Outlook remains stable.

Moody's last rating action for Mueller occurred on February 26,
2009, when the company's corporate family rating was lowered to B2
from B1.

Headquartered in Atlanta, Georgia, Mueller Water Products, Inc.,
is a North American manufacturer and supplier of water
infrastructure and flow control products for use in water
distribution networks, water and wastewater treatment facilities,
and gas distribution and piping systems.


NEW ORIENTAL: Posts $3.17-Mil. Net Loss in September 30 Quarter
---------------------------------------------------------------
New Oriental Energy & Chemical Corp. and subsidiaries reported a
net loss of $3,173,415 for the three months ended September 30,
2009, an increase of $2,582,969, or 437.46%, as compared to a net
loss of $590,446 for the three months ended September 30, 2008.

Revenues for the three months ended September 30, 2009, were
$7,553,115, which represented a decrease of 47.04% from the same
period in the prior year.

The Company reported a net loss of $6,324,929 for the six months
ended September 30, 2009, compared to net income of $246,123 for
the six months ended September 30, 2008.

Revenues for the six months ended September 30, 2009, were
$15,937,433, which represented a decrease of 47.07% from the same
period in the prior year.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed total assets of $61,286,830, total liabilities of
$53,585,749, and total stockholders' equity of $7,701,081.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $11,889,784 in total current
assets available to pay $49,405,854 in total current liabilities.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://researcharchives.com/t/s?5149

                          Going Concern

The Company had a net loss of $6,324,929 for the six months ended
September 30, 2009, and has a working capital deficit of
$37,516,070 at September 30, 2009.

The Company will need to obtain additional financing to continue
operations beyond 2009.  Its primary source of capital is cash
generated from operations as well as through loans.  If the
Company is unable to obtain additional financing, it will not be
able to sustain its operations and would likely be required to
cease its operations.

"These matters raise substantial doubt about the Company's ability
to continue as a going concern."

Management recognizes that the Company's continuation as a going
concern is dependent upon its ability to generate sufficient cash
flow to allow the Company to continue the development of its
business plans and satisfy its current and long-term obligations
on a timely basis.  The Company believes that it will be able to
complete the necessary steps in order to meet its cash
requirements for the next twelve months.

The major shareholder has committed to provide financial
assistance of RMB50 to RMB80 million (approximately $7.3 million
to $11.7 million) over the next few years, if necessary.

On October 23, 2009, the Company obtained a short-term bank loan
for RMB3.9 million (approximately $570,000 with an interest rate
of 10.62% per annum from Rural Credit Cooperatives, which is due
on October 15, 2010.  The Company's construction in progress is
pledged as collateral for the short-term bank loan.

                        About New Oriental

New Oriental Energy & Chemical Corp. (NASDAQ: NOEC - News) --
http://www.neworientalenergy.com/-- is an emerging coal-based
alternative fuels and specialty chemical manufacturer based in
Henan Province, in The Peoples's Republic of China.  The Company's
core products are urea and other coal-based chemicals primarily
utilized as fertilizers.  All of the Company's sales are made
through a network of distribution partners in the PRC.


NEWPAGE CORP: Inks Amended Credit & Guaranty Deal With Lenders
--------------------------------------------------------------
NewPage Corporation and NewPage Holding Corporation entered into
an amendment to their existing amended Revolving Credit and
Guaranty Agreement, by and among the Company, NewPage Holding,
certain subsidiaries of the Company, Goldman Sachs Credit Partners
L.P., as Administrative Agent, JPMorgan Chase Bank, N.A., as
Collateral Agent, and the other parties thereto.

The Revolver was amended to permit the incurrence of additional
first-lien debt, to allow for the sale of certain non-core assets
in addition to the existing basket, to permit the repurchase of
Parity Lien Debt subject to a Consolidated Liquidity threshold,
and to include certain transaction costs in the definition of
Consolidated Adjusted EBITDA, as more fully set forth in the
Revolver Amendment.

A full-text copy of the second amended to revolving credit and
guaranty agreement is available for free at:

               http://ResearchArchives.com/t/s?50d1

                     About NewPage Corporation

Headquartered in Miamisburg, Ohio, NewPage Corporation --
http://www.NewPageCorp.com/-- is the largest coated paper
manufacturer in North America, based on production capacity, with
$4.4 billion in net sales for the year ended December 31, 2008.
The company's product portfolio is the broadest in North America
and includes coated freesheet, coated groundwood, supercalendered,
newsprint and specialty papers.  These papers are used for
corporate collateral, commercial printing, magazines, catalogs,
books, coupons, inserts, newspapers, packaging applications and
direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of approximately 4.4 million tons
of paper, including approximately 3.2 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

As of June 30, 2009, NewPage Holding had $4.141 billion in total
assets; and total current liabilities of $475 million, long-term
debt of $3.145 billion, and other long-term obligations of
$618 million; resulting in $97 million total deficit.

As of June 30, 2009, NewPage Corp. had $4.140 billion in total
assets; and total current liabilities of $475 million, long-term
debt of $2.953 billion, and other long-term obligations of
$618 million; resulting in $94 million total deficit.

As reported by the Troubled Company Reporter on October 7, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on NewPage Corp. to 'CCC+' from 'SD' (selective default).
The outlook is negative.

S&P raised the issue-level rating on the company's second-lien
floating- and fixed-rate notes due 2012 to 'CCC-' (two notches
below the corporate credit rating) from 'D'.  The recovery rating
on these notes remains at '6', indicating S&P's expectation of
negligible (0% to 10%) recovery in the event of a payment default.

S&P also raised the issue-level rating on the company's
subordinated notes to 'CCC-' from 'CC'.   The recovery rating is
unchanged at '6', indicating S&P's expectation of negligible (0%
to 10%) recovery in the event of a payment default.


NORTEL NETWORKS: $217,700 in Claims Change Hands in 3 Weeks
-----------------------------------------------------------
The Office of the Clerk of the Bankruptcy Court recorded seven
notices of transfers of claims, aggregating $217,787, in Nortel
Networks' Chapter 11 cases for the period from January 7 to 28,
2010.  They are:

                                              Claim     Claim
Transferee            Transferor              Number    Amount
----------            ----------              ------  ----------
Corre Opportunities   Mindwave Research Inc.     724     $42,760
Fund L.P.

Corre Opportunities   Sasken Communication      2793     $25,800
Fund L.P.

Corre Opportunities   PGT Photonics North         --    $110,403
Fund L.P.

Corre Opportunities   America Inc.
Fund L.P.

ASM Capital L.P.      Telogy Inc.                904      $2,805

ASM Capital L.P.      KeyTech USA               1821      $8,015

ASM Capital L.P.      Accessible Systems Inc.    213     $20,803

ASM Capital L.P.      EuroData                    --    $138,373

Argo Partners         Atlanta Symphony Orchestra  --      $7,200

                       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 NETWORKS: Employees Claims Deadline Extended to April 23
---------------------------------------------------------------
The Ontario Superior Court of Justice gave former Nortel
employees until April 23, 2010, to file their applications for
payment of claims against Nortel Networks Corporation and its
four Canadian affiliates.

Former Nortel employees who are in financial constraints due to
illness and ineligibility for pension or employment insurance
benefits are entitled to apply for immediate payments of their
claims.  The payments are considered advances against future
distributions under a plan of compromise or arrangement based on
the claims of the Former Employees.  A mechanism for immediate
payments of those claims was approved by the Canadian Court on
July 30, 2009.

Ernst & Young Inc., the firm appointed to monitor the assets of
NNC and its affiliates, disclosed in its 35th monitor report that
there remains $669,182 of the $750,000 that was made available
for payment of claims pursuant to the July 30 order.

                       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 NETWORKS: Revolver Agreements Extended to Dec. 31
--------------------------------------------------------
Nortel networks Corporation and its four Canadian affiliates
sought and obtained an order from the Ontario Superior Court of
Justice, extending the terms of their revolving loan agreement
through December 31, 2010.

The Revolving Loan Agreement was reached among Nortel Networks
Ltd., Nortel Networks Technology Corp. and U.S.-based Nortel
Networks Inc.  The Agreement, which provided for a post-filing
revolving loan facility, authorizes NNI to loan up to
$200 million to NNL.

As of December 31, 2009, about $75 million is outstanding under
the Loan Facility.


NORTEL NETWORKS: Supplier Pact Extended Until March 31
------------------------------------------------------
Nortel Networks Corporation and its four Canadian affiliates
sought and obtained an order from the Ontario Superior Court of
Justice for the extension of the terms of their Group Supplier
Protocol Agreement through March 31, 2010.

The GSPA dated January 14, 2009, was signed by NNC and the
administrator of its units in Europe, Middle East and Africa so
that the parties could continue their intercompany trade while
they work on hammering out a long-term group supplier protocol
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)


NORTEL NETWORKS: Enters Into Settlement with Former Workers
-----------------------------------------------------------
Nortel Networks Corporation disclosed that it, Nortel Networks
Limited and their Canadian subsidiaries that have filed for
creditor protection under CCAA (collectively, Nortel), have
reached an agreement on certain employment related matters
regarding former Canadian Nortel employees, including Nortel's
Canadian registered pension plans and benefits for Canadian
pensioners and Nortel employees on long term disability (LTD).

Nortel entered into a Settlement Agreement with court-appointed
representatives of its Canadian former employees, pensioners and
LTD beneficiaries, the court-appointed representative counsel to
such parties, Koskie Minsky LLP, the CAW Canada and Nortel's
court-appointed Monitor.  The Settlement Agreement is subject to,
among other things, the approval of the Ontario Superior Court of
Justice.

The Settlement Agreement provides that Nortel will continue to
administer the Nortel Networks Negotiated Pension Plan and the
Nortel Networks Limited Managerial and Non-Negotiated Pension Plan
until September 30, 2010, at which point these pension plans will
be transitioned, in accordance with the Ontario Pension Benefits
Act, to a new administrator appointed by the Superintendent of
Financial Services.  Nortel and the Monitor will take all
reasonable steps to complete the transfer of the administration of
the pension plans to the new administrator.  Nortel will continue
to fund these pension plans consistent with the current service
and special payments it has been making during the course of the
CCAA proceedings through March 31, 2010, and thereafter will make
current service payments until September 30, 2010.

For the remainder of 2010, Nortel will continue to pay medical and
dental benefits to Nortel pensioners and survivors and Nortel LTD
beneficiaries in accordance with the current benefit plan terms
and conditions.  Life insurance benefits will continue unchanged
until December 31, 2010 and will continue to be funded consistent
with 2009 funding.  Further, Nortel will pay income benefits to
the LTD beneficiaries and to those receiving survivor income
benefits and survivor transition benefits through December 31,
2010, which payments will be made directly by Nortel.  The
employment of the LTD beneficiaries will terminate on December 31,
2010.  The parties have agreed to work toward a court-approved
distribution, in 2010, of the assets of Nortel's Health and
Welfare Trust, the vehicle through which Nortel generally has
historically funded these benefits, with the exception noted
above.

The Settlement Agreement also provides that Nortel will establish
a fund of CDN$4.2 million for termination payments of up to
CDN$3,000 per employee to be made to eligible terminated employees
as an advance against their claims under CCAA.

"We are pleased to have come to a resolution on these important
matters," said David Richardson, Chairman, Nortel.  "We understand
the need to provide clarity to former employees as well as several
months of certainty that will allow beneficiaries to make
alternate plans.  The Board of Directors and Nortel's management
team have been working diligently with its advisors and
stakeholders to reach an agreement that is as fair as possible in
the circumstances, and that will result in almost two years of
medical, dental and LTD coverage, an unusually lengthy period of
time for companies under CCAA.  It is expected that in aggregate,
for the period from filing for creditor protection until the
respective end dates announced today, Nortel will pay
approximately CDN$100 million to the pension plans and towards
benefits".

Under the Settlement Agreement, any claim made by any party in
relation to the matters settled under the agreement will rank as
ordinary unsecured claims under the CCAA proceedings.  A charge in
the maximum amount of CDN$57 million on Nortel's assets will be
established to secure the payments to be made by Nortel under the
Settlement Agreement, which amount shall be reduced by the amount
of payments made.

                       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 NETWORKS: Enters Into Settlement with Former Workers
-----------------------------------------------------------
Nortel Networks Corporation disclosed that it, Nortel Networks
Limited and their Canadian subsidiaries that have filed for
creditor protection under CCAA (collectively, Nortel), have
reached an agreement on certain employment related matters
regarding former Canadian Nortel employees, including Nortel's
Canadian registered pension plans and benefits for Canadian
pensioners and Nortel employees on long term disability (LTD).

Nortel entered into a Settlement Agreement with court-appointed
representatives of its Canadian former employees, pensioners and
LTD beneficiaries, the court-appointed representative counsel to
such parties, Koskie Minsky LLP, the CAW Canada and Nortel's
court-appointed Monitor.  The Settlement Agreement is subject to,
among other things, the approval of the Ontario Superior Court of
Justice.

The Settlement Agreement provides that Nortel will continue to
administer the Nortel Networks Negotiated Pension Plan and the
Nortel Networks Limited Managerial and Non-Negotiated Pension Plan
until September 30, 2010, at which point these pension plans will
be transitioned, in accordance with the Ontario Pension Benefits
Act, to a new administrator appointed by the Superintendent of
Financial Services.  Nortel and the Monitor will take all
reasonable steps to complete the transfer of the administration of
the pension plans to the new administrator.  Nortel will continue
to fund these pension plans consistent with the current service
and special payments it has been making during the course of the
CCAA proceedings through March 31, 2010, and thereafter will make
current service payments until September 30, 2010.

For the remainder of 2010, Nortel will continue to pay medical and
dental benefits to Nortel pensioners and survivors and Nortel LTD
beneficiaries in accordance with the current benefit plan terms
and conditions.  Life insurance benefits will continue unchanged
until December 31, 2010 and will continue to be funded consistent
with 2009 funding.  Further, Nortel will pay income benefits to
the LTD beneficiaries and to those receiving survivor income
benefits and survivor transition benefits through December 31,
2010, which payments will be made directly by Nortel.  The
employment of the LTD beneficiaries will terminate on December 31,
2010.  The parties have agreed to work toward a court-approved
distribution, in 2010, of the assets of Nortel's Health and
Welfare Trust, the vehicle through which Nortel generally has
historically funded these benefits, with the exception noted
above.

The Settlement Agreement also provides that Nortel will establish
a fund of CDN$4.2 million for termination payments of up to
CDN$3,000 per employee to be made to eligible terminated employees
as an advance against their claims under CCAA.

"We are pleased to have come to a resolution on these important
matters," said David Richardson, Chairman, Nortel.  "We understand
the need to provide clarity to former employees as well as several
months of certainty that will allow beneficiaries to make
alternate plans.  The Board of Directors and Nortel's management
team have been working diligently with its advisors and
stakeholders to reach an agreement that is as fair as possible in
the circumstances, and that will result in almost two years of
medical, dental and LTD coverage, an unusually lengthy period of
time for companies under CCAA.  It is expected that in aggregate,
for the period from filing for creditor protection until the
respective end dates announced today, Nortel will pay
approximately CDN$100 million to the pension plans and towards
benefits".

Under the Settlement Agreement, any claim made by any party in
relation to the matters settled under the agreement will rank as
ordinary unsecured claims under the CCAA proceedings.  A charge in
the maximum amount of CDN$57 million on Nortel's assets will be
established to secure the payments to be made by Nortel under the
Settlement Agreement, which amount shall be reduced by the amount
of payments made.

                       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)


OPUS WEST: Court Confirms Plan of Liquidation
---------------------------------------------
Judge Harlin D. Hale of the U.S. Bankruptcy Court for the
Northern District of Texas signed an order on January 28, 2010,
confirming the Plan of Liquidation proposed by Opus West
Corporation, Opus West Construction Corporation and Opus West LP
as having satisfied the confirmation requirements under the
Bankruptcy Code.

The Court stepped through the statutory requirements under
Section 1129 of the Bankruptcy Code necessary to confirm a
Chapter 11 Plan:

A. The Plan complies with Section 1129(a)(1) because it:

  -- properly classifies claims and interests into five classes
     against each of the Debtors and the claims or interests
     placed in each Class are substantially similar to other
     Claims or Interests in the Class;

  -- specifies that secured claims and secured tax claims
     against each of the Debtors are not impaired under the Plan
     and are deemed to have accepted the Plan;

  -- designates each of (i) Class 1 Priority Non-Tax Claims,
     (ii) Class 4 General Unsecured Claims, (iii) Class 5
     Interests as impaired claims and specifies the treatment of
     Claims and Interests in those Classes;

  -- provides for the same treatment for each Claim or Interest
     in a particular Class unless the holder of a particular
     Claim or Interest in the Class has agreed to a less
     favorable treatment of its Claim or Interest;

  -- provides adequate and proper means for implementation;

  -- provides for the liquidation of the Debtors, therefore
     Section 1123(a)(6) of the Bankruptcy Code is inapplicable
     and is deemed satisfied;

  -- provides that upon the Effective Date, any and all
     remaining directors and officers of the Debtors will be
     deemed to have resigned and the Surviving Officer will have
     the authority to liquidate the Debtors' remaining assets
     and wind up each of the Debtors;

  -- is dated and identifies the entities submitting it; and

  -- is consistent with all other applicable provisions of the
     Bankruptcy Code.

B. The Debtors have complied with Section 1129(a)(2) because
  they:

  -- are proper debtors pursuant to Section 109 of the
     Bankruptcy Code and proper proponents of the Plan pursuant
     to Section 1121(c) of the Bankruptcy Code;

  -- have complied with applicable provisions of the Bankruptcy
     Code, except as otherwise provided or permitted by orders
     of the Court;

  -- have complied with the applicable provisions of the
     Bankruptcy Code, the Federal Rules of Bankruptcy Procedure,
     and the Court's Order approving the Disclosure Statement in
     transmitting the solicitation materials and in soliciting
     and tabulating votes on the Plan.

C. The Debtors have proposed the Plan in good faith and not by
  any means forbidden by law, thereby satisfying Section
  1129(a)(3).

  Judge Hale acknowledged that the Debtors' bankruptcy cases
  were filed and the Plan was proposed with the legitimate and
  honest purposes of liquidating the Debtors and expeditiously
  making distributions to the Debtors' creditors and interest
  holders.  In addition, the Court held that the Plan reflects
  the results of the negotiations and is reflective of the
  interests of all of the Estates' constituencies.

D. Except as otherwise provided or permitted by the Plan, any
  payment made or to be made by the Debtors for services or for
  costs and expenses in or in connection with their bankruptcy
  cases, or in connection with the Plan and incident to the
  Debtors' bankruptcy cases, has been approved by, or is subject
  to the approval of, the Court as reasonable, thereby
  satisfying Section 1129(a)(4).

E. The Debtors have complied with Section 1129(a)(5) because the
  Surviving Officer will have all rights and authority to wind
  up the Debtors, and the Surviving Officer is not an insider of
  the Debtors.

  Designation of the Surviving Officer and notice of the names
  of the members of the Oversight Committee were disclosed prior
  to the Confirmation Hearing and the appointment of the
  Surviving Officer and the Oversight Committee is consistent
  with the interests of Creditors, Interest holders, and with
  public policy.

F. The Plan does not propose any rate changes that are subject to
  governmental regulation.  Thus, Section 1129(a)(6) is not
  applicable and is deemed satisfied.

G. The Plan satisfies Section 1129(a)(7) as each holder of a
  Claim or Interest in an impaired Class either has accepted the
  Plan or will receive or retain under the Plan, on account of
  the Claim or Interest, property of a value, as of the
  Effective Date of the Plan, that is not less than the amount
  that it would receive if the Debtors were liquidated under
  Chapter 7 of the Bankruptcy Code.

H. Class 1 and Class 4 Claims of Opus West Corporation and Opus
  West Construction Corporation and Class 4 Claims of Opus West
  LP, which are impaired and eligible to vote under the Plan,
  have voted to accept the Plan, thereby satisfying Section
  1129(a)(8).

I. The Plan's treatment of Allowed Administrative Expense Claims
  and Administrative Operating Expense Claims satisfies the
  requirements of Section 1129(a)(9), because the Plan provides
  for the payment in full, in cash, of Allowed Administrative
  Expense Claims and Allowed Administrative Operating Expense
  Claims as soon as reasonably practicable after the later of
  (i) the Plan Effective Date, or (ii) the date on which the
  Administrative Expense Claim or Administrative Operating
  Expense Claim becomes Allowed.

J. The Plan satisfies Section 1129(a)(10) because at least one of
  the Impaired Classes of Claims or Interests voting under the
  Plan has voted to accept the Plan and has accepted the Plan in
  requisite numbers and amounts without the need to include any
  acceptance of the Plan by any insider.

K. The Plan satisfies Section 1129(a)(11) as confirmation of the
  Plan is not likely to be followed by further liquidation or
  the need for further financial reorganization.  The Court
  found that the Plan presents a workable framework of
  liquidation and there is a reasonable probability that the
  provisions of the Plan will be performed.

L. All fees payable on or before the Effective Date either have
  been paid or will be paid on the Effective Date pursuant to
  the Plan.  Accordingly, the Plan complies wit Section
  1129(a)(12).

M. The Debtors will have no employees as of the Effective Date
  and therefore, have no obligations with respect to retiree
  benefits.  Thus, Section 1129(a)(13) is inapplicable and is
  deemed satisfied under the Plan.

N. The Debtors are not required by a judicial or administrative
  order, or by statute, to pay a domestic support obligation.
  Accordingly, Section 1129(a)(14) is inapplicable.

O. None of the Debtors is an "individual," and accordingly,
  Section 1129(a)(15) is inapplicable to the Plan.

P. The Debtors are each a moneyed, business, or commercial
  corporation, and thus, Section 1129(a)(16) is inapplicable
  in the Chapter 11 cases.

As of the Plan Effective Date, all entities will be precluded
from asserting against the Debtors, their successors, or
property, any other or further claims, debts, rights, causes of
action, liabilities, or equity interests based on any act or
omission, transaction, or other activity of any kind or nature
that occurred prior to the Effective Date.

All property of a Debtor will remain with that Debtor, and from
February 28, 2010, the Debtors will continue in existence, to the
extent necessary for facilitating the Surviving Officer's
performance of his function.

John Bittner is appointed as the Surviving Officer pursuant to
the Plan.  The Surviving Officer is vested with full irrevocable
power and authority on behalf of the Debtors to take any and all
actions deemed necessary or appropriate to carry out the duties
contemplated under the Plan and all other provisions of the Plan.

The Court further ruled that:

  -- The Texas Comptroller of Public Accounts will be allowed a
     priority tax claim for $135,202;

  -- Maricopa County will be allowed a $9,580 claim, to be paid
     in full within 30 days of the Plan Effective Date.  The
     claim of Maricopa County will begin to accrue interest on
     February 1, 2010, and will continue to accrue interest
     until the date of payment, at a rate of 16% per annum; and

  -- The Fort Worth Independent School District will be allowed
     a claim for $6,892 for unpaid 2009 ad valorem taxes.  Fort
     Worth's claim will begin to accrue interest on February 1,
     2010, and will continue to accrue interest until the date
     of payment, at a rate of 12% per annum.

A full-text copy of the Opus West Confirmation Order is available
for free at http://bankrupt.com/misc/OWConfORD.pdf

                    The Chapter 11 Plan

Opus West Corporation and its debtor affiliates presented to the
U.S. Bankruptcy Court for the Northern District of Texas a joint
Chapter 11 plan of liquidation and an accompanying disclosure
statement on November 25, 2009.

The Opus West Plan contemplates the liquidation of the Debtors
and the resolution of certain claims through a series of
mechanisms, in order to provide a distribution to holders of
general unsecured claims.

Upon the occurrence of the Plan Effective Date, the Plan and all
remaining property of each Debtor's Estate will be managed under
the direction of a Surviving Officer, in consultation with an
Oversight Committee.

Holders of secured claims will recover 100 cents on the dollar.
Holders of priority non-tax claims are expected to recover 90% of
their claims.  General unsecured claimants, owed a total of
$885,996,580, will recover a pro rata share of remaining assets.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356).  Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.

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


OPUS SOUTH: Lenders File Corrected Ballots for Plan Voting
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware previously
approved the Opus South Lenders' Disclosure Statement for the
Chapter 11 Plan of Liquidation they proposed for Debtor Waters
Edge One LLC, and solicitation and tabulation procedures.

The Solicitation Packages were sent out to voting creditors via
United States First Class Mail on January 7, 2010, however, the
Ballot Forms contained typographical errors regarding the voting
deadline and Plan releases.

Accordingly, the Opus South Lenders filed on January 22, 2010,
the corrected Ballots, copies of which will be served on affected
creditors and reflect the correct Voting Deadline of February 10,
2010, at 5:00 p.m. Eastern Standard Time and conform to the
release language set under the Plan.

Copies of the Corrected Ballots are available for free at:

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

                         Waters Edge Plan

Bankruptcy Judge Mary Walrath of the U.S. Bankruptcy
Court for the District of Delaware previously approved on
January 6, 2010, the Amended Disclosure Statement filed by plan
proponents Wachovia Bank, National Association, as agent and on
its own behalf; Regions Bank; PNC Bank, National Association; and
Bank of America in relation to the Chapter 11 Plan they filed for
debtor Waters Edge One LLC.

In a separate order, Judge Walrath authorized the inclusion of he
liquidation analysis of Waters Edge in the Plan solicitation
package to be distributed to creditors.

The Liquidation Analysis indicates that available net proceeds
for distribution for Waters Edge under the Plan of Liquidation
aggregate $22,914,309, while available net proceeds for
distribution for Waters Edge under a Chapter 7 proceeding total
$14,400,348.

A full-text copy of the Waters Edge Liquidation Analysis is
available for free at http://bankrupt.com/misc/OSLiqAnal.pdf

                         About Opus South

Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.

The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390).  Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts.  The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent.  The Debtors have assets and debts both ranging from
$50 million to $100 million.

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


OPUS WEST: Sues Parent for Siphoning $150 Mil. in Earnings
----------------------------------------------------------
Debtor Opus West Corporation filed a complaint against its parent
company, Opus Corporation, and certain "trust parties" composed
of the Opus Foundation, the Gerald Rauenhorst 1982 Irrevocable
Trust F/B/O Grandchildren, the Gerald Rauenhorst 1982 Irrevocable
Trust F/B/O Children, and Keith P. Bednarowski, Luz Campa, and
Adler Trust Company, as trustees.

Under its Complaint, Opus West seeks equitable relief and damages
arising from "a parent company's systematic manipulation and
abuse of the debtor" in order to evade legitimate contractual
obligations and debts.

According to Vickie L. Driver, Esq., at Pronske & Patel P.C., in
Dallas, Texas, during the three years leading up to the filing of
Opus West's bankruptcy case, Opus Corp. siphoned almost
$150,000,000 of Opus West's earnings, which left Opus West
undercapitalized, inadequately financed, and unable to meet its
ordinary obligations as a separate business unit.  "Opus Corp.
kept Opus West in a perpetual and precarious state of financial
dependency, and systematically manipulated Opus West's operations
and transactions to benefit Opus Parent and its owners without
regard to the interests of Opus West and its creditors," she
says.

"As a result, innocent stakeholders that should and otherwise
would have been paid in the ordinary course of Opus West's
business will receive virtually nothing," Ms. Driver says.  In
contrast, she points out, Opus Corp. and its owners and
affiliates will continue to reap the illicit benefits of hundreds
of millions of dollars in cash stripped from Opus West prior to
the Debtor's bankruptcy filing.

Ms. Driver informs the Court that in 2005, for the purpose of
allowing unfettered monitoring and access to its subsidiaries'
performance, Opus Corp. implemented an enterprise resource
planning software solution produced by J.D. Edwards/Peoplesoft,
which includes several modules that monitored and integrated Opus
West's real estate, construction and accounting activities, and
ultimately allowed Opus Corp. to maintain full awareness of Opus
West's financial position at any given time.

Another way by which Opus Corp. asserted control over Opus West
was through the issuance of financial directives, Ms. Driver
contends.  She explains that as a wholly owned subsidiary of Opus
Corp., Opus West was at the mercy of the Parent Company and fully
subject to the Parent's directives -- one of which is the
requirement of Opus West to contribute 1% of its pre-tax net
income directly to charity, and to send 9% of its pre-tax net
income directly to Opus Corp. Parent purportedly for the Parent
to contribute to charity.  Opus Corp. mandated the contributions,
according to Ms. Driver, even when Opus West clearly could not
afford to make them.

Furthermore, Ms. Driver relates that another Opus Corp.
directive, in effect until late 2005, required Opus West to
distribute 75% of its pre-tax net income to the Parent Company.
Opus Corp. modified this policy in 2005, she notes, and required
Opus West to distribute 35% of its pre-tax net income plus pro-
forma taxes computed with respect to that pre-tax net income to
the Parent.  "However, essentially, the Distribution Policy still
required Opus West to distribute approximately 75% of pre-tax net
income remaining after the initial 10% 'charitable' contribution,
while allowing Opus West to take advantage of a lower capital
gains tax rate," she maintains.

Opus Corp. Distribution Policy left Opus West with only 22.5% of
its pre-tax net income to service debt, and purchase, develop,
market and sell commercial real estate and cover its operating
expenses in future non-profitable years, Ms. Driver tells the
Court.

Moreover, to enforce the Distribution Policy, Ms. Driver reveals
that Opus Corp. require Opus West to declare "dividends."  She
notes that based upon pro-forma financials, in December of each
year, Opus West paid 80% of the estimated dividend immediately to
Opus Corp. and paid the remaining 20% after audits were
performed.

In early 2008, as the economy began sinking further into a
recession and the commercial real estate market began to crumble,
Opus Corp. continued to direct Opus West's compliance with the
Distribution Policy despite the effect of the market decline on
Opus West's cash flow, Ms. Driver continues.

Opus West said it believed Opus Corp. maintained access to
capital for a "rainy day fund" that would be available in the
event of an economic downturn.  Ms. Driver emphasizes that Opus
Corp.'s promised "backing" of its subsidiaries is evidenced by
its contribution of roughly $60 million to Opus South Corporation
to bolster its real estate holdings and debt obligations, and its
issuance of a letter to Opus South Corporation's lenders, stating
their future financial support for debts owed by Opus South.
Opus West, however, is in the information that Opus Corp. ceased
to follow through with this promise to "make good" on Opus
South's debt.

By June 2008, Ms. Driver adds, Opus Corp. took advantage of its
substantial control over Opus West by using the "considerable
imbalance of bargaining power" between itself and Opus West to
deprive Opus West of the value of the Debtor's assets in the
Chino Hills Development.

The Chino Hills Development refers to a project known as The
Shoppes at Chino Hills, in Chino Hills, California, acquired by
one of Opus West's special purpose entities, Shoppes at Chino
Hills, Inc., in 2002.  Shortly after Chino Hills' opening, Opus
West sold the Chino Hills Development stock to Opus Sales
Corporation, a holding corporation owned wholly by Opus Corp. The
sale was instituted to assist Opus West in complying with debt
covenants in certain loan documents.  "Opus West would never have
approved of a sale to a third party purchaser with the purchase
price payment structured in that manner.  A very low 10% down
payment, coupled with the generous seller financed note and
remaining liable on the guarantee would only have been acceptable
from an investment grade purchaser," Ms. Driver says.  "The
reason Opus West would have been unwilling to make this deal with
a third party purchaser is simple: risk of repayment."  However,
Opus Corp. stood behind the Buyer, according to Ms. Driver.

Opus West stated it knew the amount of the large Dividend
Distributions it paid to Opus Corp.  With the distributions other
subsidiaries would also be paying, Opus West felt the aggregate
payments would be more than sufficient to satisfy the payments
due to the secured lender as well as under the Additional Note,
Ms. Driver avers.

Ms. Driver relates that when the 80% principal payment of the
Additional Note came due in December 2008, Opus Corp. decided it
was unable to fund the payment and asked Opus West to accept the
stock of Shoppes at Chino Hills, Inc. in exchange for
cancellation of the Additional Note.  By then, Ms. Driver notes,
the stock was practically worthless because of the drastic
decrease in commercial real estate values between the time of the
Chino Hills Sale and the Chino Hills Buyback.

A routine audit of Opus West's 2008 financial records, Ms. Driver
reports, revealed that since 2005, (i) as a result of cumulative
audit adjustments, Opus West had over-contributed approximately
$2,200,000 to charity, and (ii) Opus West had over-distributed
approximately $15,000,000 as dividends to Opus Parent.  Opus West
contributed all the amounts in compliance with the Distribution
Policy; however, the audit company reviewed the Chino Hills Sale
and other 2008 transactions and determined that they could not be
characterized as sales, resulting in the reduction of available
net income from which to pay Opus Corp. a dividend, she
elaborates.

In addition, according to Ms. Driver, the audit company reviewed
other transactions dating back to 2005, and such review
determined that certain other transactions previously
characterized as sales should be re-characterized as non-sale
transactions, requiring restatements of revenue, which ultimately
would have reduced the dividends owed by Opus West to Opus Corp.
from 2005 through 2008.

Opus West complains that even after a review of the 2008 Audit,
Opus Corp. conveniently refused to acknowledge its improper
receipt of approximately $17,200,000 and even after it became
aware of the payment of the Excess Dividends.

"Opus Corp.'s abusive manipulation of Opus West's business
dealings is also exemplified by the Parent's seizure of Opus
West's property management business," Ms. Driver further
contends.  She argues that Opus Corp. created its own wholly
owned subsidiary, Opus Property Services LLC, in October 2008 for
the sole purpose of usurping the Management Contracts and all the
value of each of the Subsidiary Management Companies.  A
substantial portion of the Management Contracts acquired by Opus
Parent belonged to Opus West.  Though Opus West was later paid a
nominal amount for certain fixed assets taken by OPS, Opus West
Management Corp. was forced to pay OPS for employee "paid time
off" balances that had accrued prior to the transfer, Ms. Driver
discloses.  OPS also did not assume responsibility for certain
bonuses that were due to employees, they remained the obligations
of Opus West Management Corp., she adds.  Opus Corp. then sold
OPS, along with the Management Contracts, to Northmarq for a
substantial profit -- yet again benefitting at the expense of
Opus West and depriving Opus West of the value of its asset, Ms.
Driver asserts.

Opus West is of the information that the "Trust Parties" are the
sole stockholders of Opus Corp.  Opus West believes that at the
order of the Trust Parties, Opus Corp. made regular distributions
of assets to the Trust Parties and the Opus Foundation and after
receiving the Distributions, Opus Corp. transferred the
Distributions, or the value of the Distributions, directly to the
Trust Parties and the Opus Foundation.  In this light, the Trust
Parties and the Opus Foundation, along with Opus Corp., directly
benefited from Opus Corp.'s acts to unfairly deprive Opus West of
the value of its assets, Ms. Driver maintains.

Against this backdrop, Opus West asks the Court that it be
awarded these judgment:

  (a) Avoidance of each of the Distributions as fraudulent
      transfers;

  (b) Recovery of the Distributions from Opus Corp or the Trust
      Parties pursuant to Section 550 of the Bankruptcy Code;

  (c) Avoidance of the Chino Hills Buy-back as a fraudulent
      transfer;

  (d) Recovery from Opus Corp. or the Trust Parties;

  (e) Avoidance of the transfer of the Management Contracts to
      Opus Management Corporation;

  (f) Avoidance of the transfer of the Management Contracts to
      OPS;

  (g) Recovery of the Management Contracts from OPS;

  (h) Imposition of a constructive trust and equitable lien on
      the $17,200,000 over-contributed amount to Opus Corp.;

  (i) Actual damages;

  (j) Exemplary damages; and

  (k) Any costs and fees, including attorney's fees, incurred in
      bringing the Complaint and other relief as the Court may
      deem proper.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356).  Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.

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


OPUS WEST: To Decide on Headquarters Lease at Later Date
--------------------------------------------------------
Opus West Corp. and its units sought and obtained an extension of
the time within which they may decide on whether to assume or
reject a certain office lease for their current headquarters,
through and including the effective date of their confirmed
Chapter 11 Plan of Liquidation.

The Court previously set February 1, 2010, as the deadline for
the Opus West Debtors to decide whether to assume or reject non-
residential real property leases.

Debtor Opus West Corporation , previously entered into a certain
sublease with CB Richard Ellis Real Estate Services, Inc.,
formerly known as Insignia/ESG, Inc., with respect to a certain
office space located at 2555 E. Camelback Road, Suite 500, in
Phoenix, Arizona.  By its own terms, the Headquarters Lease is
due to expire on April 30, 2012.

In other developments, the Opus West Debtors sought and obtained
Court authority to reject a certain lease regarding their former
office space in Phoenix, Arizona, that they continued to use and
occupy after the Petition Date.  After the rejection, the Opus
West Debtors moved all of their remaining business operations to
the office space leased under the Phoenix Headquarters Lease.

Clifton R. Jessup, Jr., Esq., at Greenberg Traurig LLP, in
Dallas, Texas, contended that the Opus West Debtors need their
Headquarters from which to work with in assisting and fulfilling
certain duties for the John Bittner, the designated surviving
officer pursuant to the Opus West Plan of Liquidation.

The Court heard the Opus West Debtors' request on an expedited
basis on January 27, 2010.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356).  Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.

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


OSCIENT PHARMACEUTICALS: Wants to Sell Intellectual Property
------------------------------------------------------------
Oscient Pharmaceuticals Corporation and Guardian II Acquisition
Corporation have asked the permission of the Hon. Henry J. Boroff
of the U.S. Bankruptcy Court for the District of Massachusetts to
sell certain intellectual property free and clear of any and all
liens, claims, encumbrances, and other interests to Azee, Inc.

Oscient proposes to sell the Oscient Patents to Azee for a total
purchase price of $25,000.  In connection with the Proposed
Sale, Oscient also proposes to enter into a Release Agreement with
Azee, wherein (i) Oscient and Azee agree to terminate the License
and Sale Agreement and Asset Purchase Agreement, and (ii) Azee
releases the Debtors and their respective current and former
officers, directors, employees, agents, attorneys, and
representatives of and from any and all claims and liabilities
relating to the License and Sale Agreement, Asset Purchase
Agreement, Assignment and Assumption Agreement, and the Oscient
Patents.

A copy of the Release Agreement is available for free at:

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

The official committee of unsecured creditors of Oscient has
consented to Oscient's entry into the Release Agreement.

A hearing will be held on February 25, 2010, at 2:00 p.m. to
consider the Debtors' request to sell certain intellectual
property.  Objection to the Debtors' motion must be filed by
February 22, 2010, at 4:30 p.m.

Oscient Pharmaceuticals Corporation together with an affiliate
filed for Chapter 11 on July 13, 2009 (Bankr. D. Mass. Case No.
09-16576).  Judge Henry J. Boroff presides over the case.  Charles
A. Dale III, Esq., at K&L Gates LLP, represents the Debtors.  The
Debtors also hired Ropes & Gray LLP as special litigation counsel,
and Broadpoint Capital Inc. as financial advisor.


PALM BEACH: Court OK's Barry F. Mukamal as Chapter 11 Trustee
-------------------------------------------------------------
The Hon. Paul G. Hyman of the U.S. Bankruptcy Court for the
Southern District of Florida approved the appointment of Barry F.
Mukamal as Chapter 11 trustee in the reorganization cases of Palm
Beach Finance II, L.P. and Palm Beach Finance Partners, L.P.

Mr. Mukamal will have the authority to operate the Debtors'
business.

The Court directed that the trustee will report to the Court on
March 8, 2010, at 1:30 p.m., at 1515 North Flagler Drive, Room
801, Courtroom A, West Palm Beach, Florida, the status of the
case, the financial condition of the Debtor, and his findings and
recommendations, including whether the case must be dismissed or
converted to a case under Chapter 7.

Palm Beach Gardens, Florida-based Palm Beach Finance II, L.P.,
filed for Chapter 11 bankruptcy protection on November 30, 2009
(Bankr. S.D. Fla. Case No. 09-36396).  The Debtor's affiliate,
Palm Beach Finance Partners, L.P., also filed for bankruptcy.
Paul A. Avron, Esq., and Paul Steven Singerman, Esq., who have
offices in Miami, Florida, assist the Debtors in their
restructuring efforts.  Palm Beach Finance II listed $500,000,001
to $1,000,000,000 in assets and $500,000,001 to $1,000,000,000 in
liabilities.


PANOCHE VALLEY: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Panoche Valley, LLC, filed with the U.S. Bankruptcy Court for the
Southern District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $1,606,000
  B. Personal Property           $17,311,765
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                  $720,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $23,300
                                 -----------      -----------
        TOTAL                    $18,917,765         $743,300

San Diego, California-based Panoche Valley, LLC, filed for Chapter
11 bankruptcy protection on December 23, 2009 (Bankr. S.D. Calif.
Case No. 09-19670).  Thomas C. Nelson, Esq., who has an office in
San Diego, California, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in liabilities.


PENTON MEDIA: To File Prepack Chapter 11 to Cut Debt by $270MM
---------------------------------------------------------------
Penton Media Inc. said Tuesday it has reached an agreement with
its lenders on the terms of a restructuring that will reduce the
Company's debt and strengthen its balance sheet.  Once finalized,
the restructuring will result in the elimination of $270 million
of the Company's debt.

Penton also said certain of its existing shareholders have agreed
to make a significant new investment in the Company, which will
provide additional working capital to fund operations and improve
Penton's overall liquidity.  The restructuring agreement also
provides for an extension of the maturity on the Company's senior
secured credit facility through 2014.

The parties intend to implement the capital restructuring through
a "pre-packaged" Chapter 11 plan of reorganization, which has
already been approved by lenders and is expected to be filed with
the Court in the next few days.  The Company expects that it will
finalize the capital restructuring and emerge from Chapter 11
within 30 to 45 days.

"This capital restructuring is a positive, strategic step for
Penton that is in the best interests of the Company and our
employees, customers, and suppliers," said Sharon Rowlands, Chief
Executive Officer of Penton. "This restructuring will allow us to
achieve a debt level that is more sustainable in the current
economic environment. With a strengthened capital structure, we
will be better positioned to fully leverage our operations, which
have been and continue to be profitable. We have many
opportunities to grow our business and increase our profitability
which we are excited to execute on."

"We are pleased to have reached agreement with our lenders and
thank them for their support," said Anup Bagaria and Tyler Zachem,
Co-Chairmen of Penton. "Penton will emerge as a stronger company
as a result of this transaction, and we believe that the Company
is well-positioned for future success due to its market leading
franchises and outstanding management team."

Penton intends to operate with business as usual throughout the
restructuring and has solid cash flow and sufficient liquidity to
meet its obligations.  Further, there will be no management
changes or change in control of the Company.

"Operationally, nothing will change during this debt
restructuring," Ms. Rowlands said. "We remain committed to serving
our customers and readers by providing them with the same high
quality products and services we always have. In addition, we have
taken steps to make sure our employees and independent contractors
are unaffected by the Chapter 11 process. Employees will continue
to be paid and receive their benefits without interruption."

"We are taking this action voluntarily because we are committed to
achieving our long-term vision for the Company," said Ms.
Rowlands.

The Company's suppliers will be paid in the ordinary course for
all post-petition goods and services provided to Penton. Further,
the Plan provides for full payment of all pre-petition trade
claims, so there should be no impact on Penton's suppliers.

"I am extremely proud of the way our entire organization has
responded to the challenging circumstances in the economy and in
our industry, and this further contributes to my confidence that
Penton has a very bright future," Ms. Rowlands added. "I would
like to thank our employees for their hard work and dedication,
which is critical to our success. I would also like to thank our
customers and suppliers for their continued loyalty and support.
The entire senior management team, our owners -- MidOcean Partners
and Wasserstein & Co., LP -- and our Board of Directors are
committed to continuing to build on Penton's strong foundation and
valued brands to drive long-term growth and success."

Rothschild Inc. is acting as financial advisor for the Company,
and Jones Day is the Company's legal counsel in connection with
the capital restructuring.  Kurtzman Carson Consultants will serve
as claims and noticing agent.

                       About Penton Media

Penton Media Inc. -- http://www.penton.com/-- is an independent,
business-to-business media company, serving the information needs
of more than six million business professionals every month in
industries ranging from Agriculture and Aviation to Electronics,
Natural Products, and Information Technology.  Headquartered in
New York City, the privately held company is owned by MidOcean
Partners and U.S. Equity Partners II, an investment fund sponsored
by Wasserstein & Co., LP, and its co-investors.  Penton was
founded by John Penton in 1892 and employs about 1,300 people
across the United States.


PROPEX INC: Trustee Sues 268 Creditors to Avoid Transfers
---------------------------------------------------------
Eugene I. Davis, Trustee of the Fabrics Estate Inc. Liquidating
Trust, initiated adversary complaints against 268 creditors from
January 4 to 5, 2010, to avoid certain transfers made to the
creditors pursuant to Sections 547, 547 and 502 of the Bankruptcy
Code.

Mr. Davis seeks to avoid and recover from the Creditors all
preferential transfers of property made for, on account of, an
antecedent debt, and to or for the benefit of, Defendants by
Propex Inc., Propex Holdings Inc., Propex Concrete Systems
Corporation, Propex Fabrics International Holdings I Inc., or
Propex Fabrics International Holdings II Inc., now known
respectively as Fabrics Estate Inc., Fabrics Estate Holdings
Inc., Concrete Estate Systems Corp., Fabrics Estate International
Holdings I Inc. and Fabrics Estate International Holdings II
Inc., during the 90 period prior to Petition Date.

Subject to proof, the Complaints also seek to recover pursuant to
Section 549 of the Bankruptcy Code, any transfers on account of
prepetition debt that cleared postpetition, and pursuant to
Section 548 of the Bankruptcy Code, any transfers that may have
been a fraudulent conveyance.

Among the Creditor Defendants and the amounts the Liquidating
Trustee seek to recover are:

Creditor                                                Amount
--------                                                ------
SAP America, Inc.                                     $618,035
PriceWaterhouseCoopers LLP                             343,219
King & Spalding LLP                                    257,766
The Johnson Group                                      213,435
KPMG LLP                                               152,816
Wal-Mart Stores, Inc.                                  104,750
Ernst & Young Real Estate Services                      65,413
National Union Fire Insurance Company of Pittsburgh     52,829
Moody's Corporation                                     26,000
GMAC                                                    14,858

Mr. Davis asks the Court to enter a judgment against the
Defendants:

  (a) that all Transfers avoidable under Section 547, 548 and
      549 of the Bankruptcy Code be avoided;

  (b) that All Avoided Transfers, to the extent that they are
      avoided be recovered;

  (c) disallowing, in accordance with Section 502(d) of the
      Bankruptcy Code, any Claims held by Defendants and their
      assignee until Defendants satisfy the judgment;

  (d) disallowing any Claims held by Defendants or their
      assignee until Defendants satisfy the judgment;

  (e) awarding pre-judgment interest at the maximum legal rate
      running from the date of each Transfer to the date of
      judgment;

  (f) awarding post judgment interest at the maximum legal rate
      running from the date of judgment until the date the
      judgment is paid in full, plus costs; and

  (g) requiring Defendants to pay the judgment amount awarded.

In a separate filing on January 26, 2010, Mr. Davis notified the
Court of the dismissal of the adversary action against Kenneth C.
Still.  Accordingly, the adversary proceeding was closed.

                         About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.  In Europe, the company has
manufacturing facilities in Germany, Hungary and the United
Kingdom.

The Company and its debtor-affiliates filed for Chapter 11
protection on January 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors selected Edward L. Ripley, Esq., Henry J.
Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  The Official Committee of Unsecured
Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss
Hauer & Feld, LLP, in New York, to be its counsel.

Propex changed its name to Fabrics Estate following the sale of
substantially all of its assets to Xerxes Operating Company, LLC,
and Xerxes Foreign Holding Corp.

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


PROPEX INC: Trustee's Report for December Quarter
-------------------------------------------------
Fabrics Estate Liquidating Trust, successor to Fabrics Estate
Inc, Fabrics Estate Holdings Inc., Concrete Estate Systems
Corporation, Fabrics Estate International Holdings I Inc., and
Fabrics Estate International Holdings II Inc., submitted with the
Court its Quarterly Operating Report for the period from
October 1, 2009, through December 31, 2009.

For the reporting period, Fabrics Estate relates that it
disbursed a total of $919,864.  Fabrics Estate's total ending
book balance is $2,523,443.

A full-text copy of the Quarterly Report is available for free at:

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

                         About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.  In Europe, the company has
manufacturing facilities in Germany, Hungary and the United
Kingdom.

The Company and its debtor-affiliates filed for Chapter 11
protection on January 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors selected Edward L. Ripley, Esq., Henry J.
Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  The Official Committee of Unsecured
Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss
Hauer & Feld, LLP, in New York, to be its counsel.

Propex changed its name to Fabrics Estate following the sale of
substantially all of its assets to Xerxes Operating Company, LLC,
and Xerxes Foreign Holding Corp.

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


PROTECTIVE PRODUCTS: Proposes to Auction Certain Assets on Feb. 18
------------------------------------------------------------------
Protective Products of America, Inc., et al., ask the U.S.
Bankruptcy Court for the Southern District of Florida to authorize
the sale of certain of their assets to Protective Products
Enterprises, Inc., subject to bigger and better offers, pursuant
to Section 363 of the Bankruptcy Code.

The material terms of the agreement with the stalking horse bidder
include:

   a. a purchase price of $8,000,000 in cash for the acquired
      assets, and for the proposed purchaser to assume certain
      liabilities, including the cure costs of the assumed
      contracts in cash at closing;

   b. the acquired assets include the all tax refunds, rights to
      tax refunds, tax attributes or the benefit thereof, tax
      rebates, tax credits and similar items relating to any tax
      period, including without limitation any tax refund
      resulting from a carryback of net operating losses or tax
      credit to any tax period, except to the extent to which any
      tax attributes or other rights described in this subsection
      do not relate to income taxes; and

   c. notwithstanding its acquisition of the seller tax refunds,
      to the extent that the aggregate amount of all cash tax
      refunds of sellers actually received by proposed purchaser
      pursuant to the amended agreement exceeds $2,000,000,
      proposed purchaser will pay to, or ensure that, Debtors or
      their successors or assigns receive, an amount equal to
      42.858% of the seller cash tax refunds in excess of
      $2,000,000.  For the avoidance of doubt, and by way of
      example, (i) if the seller cash tax refunds are equal to
      $2,000,000 then proposed purchaser would receive all seller
      cash tax refunds and (ii) if the seller cash tax refunds are
      equal to $4,000,000 then proposed purchaser would receive
      $3,142,840 of seller cash tax refunds and the seller cash
      tax refund payee would receive $857,160 of the seller cash
      tax refunds.

Seller cash tax refunds mean the gross amount of all cash tax
refunds of sellers, without deduction for any costs or expenses
incurred by Debtors, any seller cash tax refund payee or
proposed purchaser relating to the seller cash tax refunds.

The Debtors also ask the Court to approved these key dates:

     February 15, 2010             Bid Deadline
     February 18, 2010             Auction
     February 19, 2010             Sale Hearing

The Debtors request that the Court consider this motion on or
before February 10, 2010.

                    About Protective Products

Sunrise, Florida-based Protective Products of America, Inc.,
formerly known as Ceramic Protection Corporation --
http://www.protectiveproductsofamerica.com/-- engages in the
design, manufacture and marketing of advanced products used to
provide ballistic protection for personnel and vehicles in the
military and law enforcement markets.

The Company filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. S.D. Fla. Case No. 10-10711).  The
Company's affiliates -- PC Holding Corporation of America; Ceramic
Protection Corporation of America; Protective Products
International Corp.; and Protective Products of North Carolina,
LLC -- also filed separate Chapter 11 petitions.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


PROTECTIVE PRODUCTS: U.S. Trustee Forms 3-Member Creditors Panel
----------------------------------------------------------------
Donald F. Walton, the U.S. Trustee for Region 21, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases of Protective Products of America, Inc., and its
debtor-affiliates.

The Creditors Committee members are:

1. Todd Lair, president
   Leading Technology Composites, Inc.
   2626 W. May
   Wichita, KS 67213
   Tel: (316) 944-0011
   Fax: (316) 944-0927

2. Scott L. Spitzer, senior VP
   General Counsel/ Steven Sass/ Kelli Bohuslav-Kail
   Bowne & Co., Inc.
   c/o Receivable Management Services
   307 International Circle, Suite No. 270
   Hunt Valley, MD 21030
   Tel: (410) 773-4040
   Fax: (410) 7736-4057

3. Tim Fiess, credit manager
   TVP, Inc. dba Top Value Fabrics
   P.O. Box 2050
   Carmel, IN 46282
   Tel: (317) 844-7496 ext. 120
   Fax: (317) 814-1151

Mr. Lair is the temporary chairperson of the committee.

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 attempt 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.

                    About Protective Products

Sunrise, Florida-based Protective Products of America, Inc.,
formerly known as Ceramic Protection Corporation --
http://www.protectiveproductsofamerica.com/-- engages in the
design, manufacture and marketing of advanced products used to
provide ballistic protection for personnel and vehicles in the
military and law enforcement markets.

The Company filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. S.D. Fla. Case No. 10-10711).  The
Company's affiliates -- PC Holding Corporation of America; Ceramic
Protection Corporation of America; Protective Products
International Corp.; and Protective Products of North Carolina,
LLC -- also filed separate Chapter 11 petitions.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


PYRAMID HIGHWAY: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Pyramid Highway Storage Park, LLC
        3715 Lakeside Drive, Ste. A
        Reno, NV 89509

Bankruptcy Case No.: 10-50356

Chapter 11 Petition Date: February 8, 2010

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

Judge: Gregg W. Zive

Debtor's Counsel: Alan R. Smith, Esq.
                  505 Ridge St
                  Reno, NV 89501
                  Tel: (775) 786-4579
                  Email: mail@asmithlaw.com

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

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

According to the schedules, the Company has assets of $4,513,183,
and total debts of $5,572,561.

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

             http://bankrupt.com/misc/nvb10-50356.pdf

The petition was signed by John J. Gezelin, managing member of the
Company.


QUANTUM CORP: Swings to $4.64-Mil. Net Income in Dec. Quarter
-------------------------------------------------------------
Quantum Corp. reported net income of $4.64 million on total
revenue of $181.7 million for its third quarter ended Dec. 31,
2009, compared with a net loss of $328.8 million on net revenue of
$203,668 during the same period in 2008.

The Company reported $513.6 million in total assets against
$603.5 million in total liabilities as of Dec. 31, 2009.  The
Company has recorded an accumulated deficit of $465.76 million.

The Company said that revenue for its fiscal third quarter ended
Dec. 31, 2009, was $182 million.  This represented an 11% decline
from the same period last year, primarily due to expected
reductions in OEM revenue, including DXi software, tape, and
devices and media sales.

Despite the year-over-year decline, revenue increased 4 percent
from the prior quarter -- the second consecutive quarter of
sequential growth -- and branded revenue was up from both FQ2'10
and the same period last year.  As it did in the prior quarter,
the company reported a GAAP gross margin rate above 40 percent,
although the 41.1 percent rate in the December quarter was down
from 42.1 percent in FQ3'09, largely due to the decline in OEM DXi
software revenue.

Quantum also delivered its third consecutive quarter of GAAP
profit, with $5 million in net income, or diluted earnings per
share of two cents. This compared to a GAAP net loss of
$329 million in FQ3'09.  The $5 million profit included $9 million
in amortization of intangibles and $2 million in stock-based
compensation charges, which together reduced diluted earnings per
share by five cents.

Quantum generated $17 million in cash from operations for FQ3'10
and ended the quarter with over $100 million in cash and cash
equivalents.

"The December quarter further demonstrated the strength of our
business model, with results in several areas being among the best
we've achieved over the past 10 years," said Rick Belluzzo,
chairman and CEO of Quantum.  "With a strong contribution from our
branded business and gross margin above 40 percent, we again
delivered solid GAAP profits and sequential revenue growth.  Our
record level of branded disk systems and software revenue also
speaks to the opportunity we have in key growth segments of the
storage market, particularly given the recent additions we've made
to our product portfolio with the DXi6500 family of NAS-based
deduplication appliances and the latest release of our StorNext
data management software."

Quantum's product revenue, which includes sales of the company's
hardware and software products, totaled $125 million in FQ3'10.
This represented a decrease of $19 million from FQ3'09, primarily
reflecting the expected declines in OEM revenue.

Disk systems and software revenue, inclusive of related software
maintenance and service revenue, was $25 million in the December
quarter.  This was down approximately $6 million from the same
quarter last year, primarily due to reduced OEM DXi software
revenue.  However, on a branded basis, Quantum generated its
highest level of disk systems and software revenue to date.  A
sampling of major DXi7500 account wins during the quarter included
new business with one of the world's largest technology consulting
companies, a leading global supplier of industrial gasses and a
national lottery operator in Asia.  In addition, Quantum had
several repeat DXi7500 orders, including those from two top U.S.
and Asian insurance companies, one of the world's biggest
telecommunications providers and a major university medical center
in the U.S.

Also contributing to the record disk systems and software revenue
in FQ3'10 were significant StorNext wins, most notably a deal for
more than a million dollars in which StorNext will play a central
role in a multi-site, private cloud implementation for a Fortune
Global 10 company.  Other key wins included new business with a
major television studio in Asia and follow-on orders from a
multinational technology company and a large weather services
provider in North America.

A full-text copy of the Company's third quarter report is
available for free at http://ResearchArchives.com/t/s?5195

                          About Quantum

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

As of September 30, 2009, the Company had $501.6 million in total
assets against $247.2 million in total current liabilities and
$352.9 million in total long-term liabilities, resulting in
$98.5 million in stockholders' deficit.

                          *     *     *

As reported by the Troubled Company Reporter on July 10, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Quantum Corp. to 'B-' from 'CC'.  S&P also raised the
company's subordinated rating to 'CCC' from 'C'.  S&P has removed
all ratings from CreditWatch, where they were placed on April 3,
2009.  The outlook is negative.

The TCR said July 8, 2009, Moody's Investors Service upgraded
Quantum's corporate family rating and probability of default
rating each to B3, from Caa1 and Ca, respectively, following the
announcement that the Company has repurchased more than
$135 million of its 4.375% Convertible Subordinated Notes due
2010.  The rating outlook is positive.


RAMZA PLAZA: National Commercial to Sell 298-Room
-------------------------------------------------
National Commercial Auctioneers, LLC (NCA) will sell to the
highest bidder a lender-owned 298-room Ramada Plaza located at 108
First Street in Macon, Ga., on Tuesday, March 9, 2010, at 1pm.

"This property has significant upside potential for any
experienced hotel operator," commented Stephen Karbelk, CAI, AARE,
President of National Commercial Auctioneers.  "The property had a
strong income history but has experienced a drop in revenue
recently.  With certain capital improvements and an expansive
marketing strategy, this property will return to being one of the
premier full-service hotels in southern Georgia."

The Ramada Plaza is the largest hotel in Macon with 298 rooms and
20,000 square feet of banquet and meeting space.  "One of its
greatest features is its location," said Fernando Palacios, RVP of
National Commercial Auctioneers and an expert in hospitality
auctions.  "The property is off of Interstate 16 in downtown Macon
and within walking distance of the Georgia Music Hall of Fame,
Georgia Sports Hall of Fame, and the Macon Centreplex."  Also
close by are Wesleyan College, Mercer University and the Medical
Center of Central Georgia.

Originally built in 1969, the Ramada Plaza has been a key part of
the Macon hospitality marketplace.  This full-service hotel has a
history of generating over $6,000,000 annually in revenue just a
few years ago.  With such a large meeting facility and full
banquet services, the property has a significant competitive
advantage in the regional market.  But recently the property has
had a drop in revenue to below $2 million.

"When you know the property can produce such a significant income,
a buyer can get the property turned around and potentially realize
a very sizeable appreciation in value," opined Renee Jones, the
licensed Georgia auctioneer that will be conducting the sale.
"The upside is all profit."

The auction will be held on-site. Several pre-auction inspections
have been scheduled as well.  To get more information about how to
participate in the auction and to obtain the Property Information
Package, please contact National Commercial Auctioneers at 877-
895-7077 or visit their website at http://www.natcomauctions.com.


READER'S DIGEST: AlixPartners Charges $6.2 Mil. for Sept-Nov Work
-----------------------------------------------------------------
Professionals retained in connection with the bankruptcy cases of
The Reader's Digest Association, Inc., and its debtor affiliates
filed applications for payment of fees and reimbursement of
expenses for certain specified period:

Professional        Applicable Period           Fees   Expenses
------------        -----------------           ----   --------
AlixPartners LLP    08/24/09 - 11/30/09   $6,175,555    260,175

Ernst & Young LLP   08/24/09 - 11/30/09    1,000,086     15,193

Curtis, Mallet-     08/24/09 - 11/30/09      135,045      5,843
Prevost, Colt &
Mosle LLP

Miller Buckfire     08/24/09 - 11/30/09      800,000     48,984
& Co., LLC

Trenwith            09/01/09 - 11/30/09      261,055      6,803
Securities LLP

Otterbourg,         08/31/09 - 11/30/09    1,137,429     21,038
Steindler, Houston
& Rosen, P.C.

BDO Seidman LLP     09/01/09 - 11/30/09    1,075,963      1,478

Duff & Phelps LLC   10/01/09 - 11/30/09      143,058      2,106

Kirkland & Ellis    08/24/09 - 11/30/09    3,701,240    153,396

The Court will hold a hearing on February 24, 2010, to consider
the professionals' first interim fee applications for the period
from August 24, 2009, through November 30, 2009.

In another notice, the Debtors say that the February 24 hearing
will now be held at Bankruptcy Court at 300 Quarropas Street, in
White Plains, New York.  The hearing was previously set to
commence at Room 621 of the Bankruptcy Court at One Bowling Green,
in New York.

               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: Gets Nod for KPMG as Tax Consultants
-----------------------------------------------------
The Reader's Digest Association Inc. and its units obtained the
Court's authority to employ KPMG LLP as their accounting and
financial reporting advisors and tax consultants, in accordance
with the terms and conditions set forth in an engagement letter,
nunc pro tunc to October 19, 2009.

In connection with their emergence from Chapter 11, the Debtors
tell Judge Drain that they require the services of KPMG to provide
them with advice with respect to "fresh start" accounting and
other accounting and tax reporting requirements.

As advisors, KPMG has agreed to:

  (a) provide accounting and financial reporting advisory
      services, which include:

      * project management and financial guidance with respect
        to the Debtors' restructuring efforts;

      * assistance in preparation of financial documents for
        submission to the Court and upon emergence;

      * data gathering with respect to the Debtors' finances;

      * development of best practices with respect to accounting
        policies and recordkeeping;

      * financial advisory with respect to potential asset sales
        under Section 363 of the Bankruptcy Code;

      * guidance, general accounting advice, and documentation
        support of management conclusions reached with respect
        to accounting considerations under the American
        Institute of Certified Public Accountants' Statement of
        Position 90-7 "Financial Reporting by Entities in
        Reorganization";

      * assist in assessment of changes to systems and
        procedures to support a change in fiscal year; and

      * assist in development of an approach to repopulate
        detailed accounting records; and

  (b) tax services, which include:

      * identification of differences between book and tax
        balances and determination of deferred tax assets and
        liabilities;

      * calculation and scheduling of deferred tax
        assets/liabilities;

      * analysis of issues arising under Interpretation No. 48
        by the Financial Accounting Standards Board; and

      * assistance with financial statement disclosures.

KPMG will also provide other consulting, advice, research,
planning and analysis regarding accounting and financial reporting
advisory services as may be necessary, desirable or requested from
time to time.

Internal KPMG procedures require that it enter into additional
engagement letters for additional work under certain
circumstances.  To the extent the Debtors request additional
services not covered by the Engagement Letter, KPMG and the
Debtors may enter into additional engagement letters, as is
necessary, and will file and serve a notice of presentment of an
order to the Court for approval of any additional engagement
letters.

The Debtors inform the Court that majority of fees to be charged
in KPMG's engagement reflect a reduction of approximately 19% to
48% from KPMG's normal and customary rates, depending on the types
of services to be rendered.  In the normal course of KPMG's
business, the hourly rates are subject to periodic increase.  To
the extent the hourly rates are increased, the Debtors ask that,
with respect to the work to be performed after the increase, the
rates be amended to reflect the increase pursuant to the notice
requirement included in the Debtors' proposed order.

KPMG's hourly rates are:

  Position/Profession              Discounted Rate
  -------------------              ---------------
  Partners                               $650
  Managing Directors                     $650
  Directors                              $550
  Managers                               $350
  Staff                                  $260
  Paraprofessionals                      $100

KPMG will also be reimbursed for reasonable and necessary expenses
incurred in connection with its retention.

Brian Heckler, a partner at KPMG, assures the Court that the firm
does not hold or represent any interest adverse to the Debtors or
their bankruptcy estates, and that it is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                           *     *     *

Prior to the order approving the application, Brian Heckler, a
partner at KPMG LP, submitted to the Court a supplemental
declaration in connection with the Debtors' application to employ
KPMG LLP as their accounting and financial reporting advisors and
tax consultants.  He told the Court that KPMG will apply for
compensation and reimbursement in accordance with the procedures
set forth in Sections 330 and 331 of the Bankruptcy Code and other
applicable laws.

To the extent that the Debtors request additional services not
covered under the parties' Engagement Letter, Mr. Heckler said
that parties may enter into additional engagement letters, as
necessary, and will file and serve a notice of presentment of an
order to the Court for approval of any additional engagement
letters and services.

If at any time KPMG increases the rates for its services, Mr.
Heckler assured the Court that the firm will cause a notice to be
filed with the Court setting forth the increase in rates and serve
notice upon the Debtors, the Office of the United States Trustee
and the Official Committee of Unsecured Creditors.  He also
clarified that KPMG is not involved in any volume rebate or
incentive programs with respect to expenses for which KPMG will
seek reimbursement from the Debtors.

Mr. Heckler further revealed that KPMG has not received a retainer
in connection with its retention and employment by the Debtors,
and that in the 90 days preceding the Petition Date, KPMG did not
receive any transfer of an interest in property of the Debtors.
KPMG, hence, waives any and all prepetition claims against the
Debtors.

With respect to the scope of the services under the Engagement
Letter, KPMG has not been engaged as a tax return provider under
Section 301.7701-15 of the Treasury Regulation, and will not be
providing an opinion with respect to the preparation of tax
returns in connection with its retention and employment, Mr.
Heckler asserted.

               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: Has OK to Further Extend E&Y Work
--------------------------------------------------
Reader's Digest Association Inc. and its units obtained approval
of their second amended supplemental application to expand the
scope of the employment of Ernst & Young LLP, as auditor, to
include certain additional services, nunc pro tunc to October 15,
2009.

Pursuant to the Additional Engagement Letter, Ernst & Young will
provide these services:

  (a) audit and report on the consolidated financial statements
      of The Reader's Digest Association, Inc., at and for the
      period from July 1, 2009, to January 30, 2010;

  (b) consultation and research services related to the
      accounting and financial reporting guidance in FASB
      Accounting Standards Codification 852, Reorganizations,
      including "Fresh Start" accounting and the related review
      of the Company's "Fresh Start" valuation and disclosure;
      and

  (c) accounting services related to the potential financing of
      Reader's Digest upon emergence from Chapter 11
      reorganization, including the review of unaudited interim
      financial information, the review of financing documents
      and information included in the documents, preparation of
      required "comfort letters" and other services directly
      related to the financing.

For the January 30, 2010 Financial Statement Audit Services, Ernst
& Young will be paid a flat fee of $2,162,400, plus reimbursement
of expenses, for up to 12,400 hours of professional hours.  If
Ernst & Young's professional hours incurred in providing Audit
Services exceed 12,400 hours, the firm will be paid at a flat
hourly rate of $200 per hour for any hours in excess of 12,400
hours.

For the Fresh Start and Financial Accounting Services, Ernst &
Young will be paid based on its hourly rates for those services:

     Level               Rates
     -----               -----
     Partner              $547
     Senior Manager       $487
     Manager              $426
     Senior               $304
     Staff                $213

Thomas A. Williams, Reader's Digest's chief financial officer and
senior vice president, assures Judge Drain that Ernst & Young's
services will not duplicate or overlap with the services being
performed by the Debtors' other retained consultants and advisors.

               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)


REMOTEMDX INC: Settles GPS Offender Tracking Patent Litigation
--------------------------------------------------------------
RemoteMDx Inc. together with its subsidiary SecureAlert, Inc. and
Satellite Tracking of People LLC of Houston, Texas have settled
lawsuits pending in Texas and California and entered into a
settlement agreement, which encompasses the cross-licensing of
certain patents and related technology, inclusive of but not
limited to the patents that were the subject of the litigation.

Under the settlement agreement, STOP and RemoteMDx have stipulated
to the termination of all litigation between them, acknowledged
infringement and validity of the patents-in-suit, and agreed to
license a portfolio of certain of each other's patents and related
technology.  In consideration of the net value of the licenses and
rights granted between the parties, RemoteMDx will pay STOP a
settlement fee, as well as royalty payments based on future
RemoteMDx one-piece GPS tracking device and related monitoring
service revenues, subject to certain revenue thresholds, minimums
and conditional adjustments.

The licensing agreement will provide RemoteMDx with access to
STOP's RE39,909 one-piece patent and certain other STOP patents,
while RemoteMDx grants rights in its U.S. Patent No. 7,330,122 and
certain other RemoteMDx patents to STOP.

John Hastings, President and Chief Operating Officer of RemoteMDx,
stated, "We are pleased to add depth to our patent portfolio with
this settlement agreement.  It adds significant value to our
company, products and services, while permitting us to continue to
develop important intellectual property strength throughout
critical areas, as we provide our services to corrections and law
enforcement agencies throughout the world."  Mr. Hastings added,
"The licensing of STOP and RemoteMDx intellectual properties will
better serve the needs of a continuously expanding offender
tracking marketplace and the agencies and customers served by both
companies, which will allow us to better meet the needs of our
respective customer bases.  We can concentrate our resources and
energies to focus on our future growth, which is in the best
interests of our stakeholders."

Steve Logan, Chief Executive Officer of STOP, commented, "STOP has
made significant investments in our acquisition and development of
the patents around our GPS device.  Our patents include the
original one-piece tracking technology from the 1990's, an
approach counter-intuitive to the offender GPS technology at that
time that has since become the preferred standard for offender
tracking.  While STOP's focus is providing one-piece GPS devices
and services directly to governmental agencies, we also pride
ourselves in being in the position to supply technology and
intellectual property to this growing industry."   Mr. Logan
added, "We are very pleased to have reached an agreement with
RemoteMDx and SecureAlert, and believe this positions each company
to better serve the offender tracking marketplace through enhanced
and ever-evolving technologies."

                       Going Concern Doubt

According to the Troubled Company Reporter on Jan. 18, 2010,
Hansen, Barnett & Maxwell, P.C., in Salt Lake City, expressed
substantial doubt about RemoteMDx, Inc., and subsidiaries' ability
to continue as a going concern after auditing the Company's
consolidated financial statements as of and for the years ended
September 30, 2009, and 2008.  The independent public accounting
firm reported that the Company has incurred losses and has an
accumulated deficit.

The Company reported a net loss of $23,081,500 on total revenues
of $12,625,908 for the year ended September 30, 2009, compared to
a net loss of $49,587,050 on total revenues of $12,403,677 for the
same period ended September 30, 2008.

The decrease in net loss of $26,505,550 is due primarily to
reductions in communication and device costs, bringing software
enhancements and product design in-house as opposed to using high
priced third-party vendors, and the reduced use of consulting
services by bringing these services in-house.

                       About RemoteMDx Inc.

Headquartered in Sancy, Utah, RemoteMDx Inc. (OTCBB: RMDX),
http://www.remotemdx.com/-- markets and deploys offender
management programs, combining patented GPS tracking technologies,
fulltime 24/7/365 intervention-based monitoring capabilities and
case management services.


RENEW ENERGY: Creditor Pushes for Ch. 7 Conversion
--------------------------------------------------
Law360 reports that the receiver for Renew Energy LLC's chief
unsecured creditor is pressing to convert the case to a Chapter 7
liquidation, saying the pursuit of a costly and quixotic Chapter
11 plan is unjustifiable, especially as the debtor has closed the
$72 million sale of its main ethanol plant.

Headquartered in Jefferson, Wisconsin, Renew Energy LLC --
http://www.renewenergyllc.com/-- operates an ethanol plant
facility.  The Company filed for Chapter 11 on January 30, 2009
(Bankr. W.D. Wis. Case No. 09-10491).  Christopher Combest, Esq.,
at Quarles & Brady LLP, represents the Debtor in its restructuring
efforts.  William T. Neary, the United States Trustee for Region
11, appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  The Debtor disclosed $188,953,970 in total
assets and $194,410,573 in total debts.


RICK ALAN SHORT: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Rick Alan Short
               Jo Ann Short
               316 Moonwater Ct
               Hermitage, TN 37076

Bankruptcy Case No.: 10-01218

Chapter 11 Petition Date: February 8, 2010

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtors' Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church St Ste 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 255-4516
                  Email: slefkovitz@lefkovitz.com

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

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

According to the schedules, the Company has assets of $3,826,420
and total debts of $3,579,491.

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

             http://bankrupt.com/misc/tnmb10-01218.pdf

The petition was signed by the Joint Debtors.


RIVER WEST: Can Access Joffco Square Rental Income Until March 20
-----------------------------------------------------------------
The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois, in a fourth interim order,
authorized River West Plaza-Chicago, LLC, dba Joffco Square to:

   -- use cash collateral of Bank of America, N.A., including but
      not limited to the rental income of Joffco Square until
      March 20, 2010; and

   -- grant adequate protection to BofA.

A continued hearing on the Debtor's use of cash collateral will be
held on March 17, 2010, at 10:00 a.m.

The Debtor would use the cash collateral to pay operating and
overhead expenses of Joffco Square.

As adequate protection, the Debtor will continue operating Joffco
Square.  In addition, the Debtor will continue to make interest
payments to the lender.

River West Plaza-Chicago LLC, dba Joffco Square, is an Illinois
limited liability company, with its principal office located at 5
Revere Drive, Suite 200, Northbrook, Illinois 60062.  The Company
filed for Chapter 11 bankruptcy protection on December 7, 2009
(Bankr. N.D. Ill. Case No. 09-46258).  Forrest B. Lammiman, Esq.,
at Meltzer, Purtill & Stelle LLC assists the Company 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.


RIVERBEND LEASING: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Riverbend Leasing LLC
          aka River Bend Leasing LLC
        PO Box 45880
        Coralville, IA 52241

Bankruptcy Case No.: 10-00428

Chapter 11 Petition Date: February 8, 2010

Court: United States Bankruptcy Court
       Southern District of Iowa - Database (Davenport)

Judge: Anita L. Shodeen

Debtor's Counsel: Jeffrey D. Goetz, Esq.
                  801 Grand Ave, Ste 3700
                  Des Moines, IA 50309-8004
                  Tel: (515) 246-5817
                  Fax: (515) 246-5808
                  Email: bankruptcyefile@bradshawlaw.com

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

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

According to the schedules, the Company has assets of $9,302,964,
and total debts of $12,439,210.

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

             http://bankrupt.com/misc/iasb10-00428.pdf

The petition was signed by John R. Pratt, manager of the Company.


SALTON INC: Moody's Withdraws 'B2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service has withdrawn all ratings for Salton
Inc. as Salton decided it no longer needed to pursue the
$180 million proposed term loan.  Because of the aforementioned
and because Salton has no other rated debt, Moody's Investors
Service is required to withdraw all ratings on Salton in
accordance with Moody's Withdrawal Policy.

These ratings were withdrawn:

* Corporate Family Rating at B2;
* Probability of Default Rating at B2; and
* $180 million senior secured term loan rating at B3

The last rating action was on October 15, 2009, where Moody's
assigned an initial B2 corporate family rating to Salton and a B3
rating on its proposed secured credit facility.

Salton Inc. located in Miramar, Florida, markets and distributes a
wide range of small kitchen and home appliances through mass
merchandisers, specialty retailers and appliance distributors.
Salton's brand portfolio includes Black & Decker(R), George
Foreman(R), Russell Hobbs(R), Toastmaster(R), LitterMaid(R), and
Farberware(R).  The company distributes internationally with fifty
percent of its sales outside the U.S. Net sales for the year ended
June 30, 2009, were approximately $800 million.


SENSATA TECHNOLOGIES: Files Form 10-K for Fiscal Year 2009
----------------------------------------------------------
Sensata Technologies B.V. filed with the Securities and Exchange
Commission its annual report on Form 10-K for the fiscal year
ended December 31, 2009.

As of December 31, 2009, the Company had total assets of
$3,163,127,000 against total liabilities of $2,776,380,000,
resulting in shareholder's equity of $386,747,000.

"Our liquidity requirements are significant due to the highly-
leveraged nature of our company. As of December 31, 2009, we had
$2,300.8 million in outstanding indebtedness, including our
outstanding capital lease and other financing obligations," the
Company said in its Form 10-K report.

As reported by the Troubled Company Reporter on January 28, 2010,
Sensata Technologies said fourth quarter 2009 net income was
$14.1 million versus a net loss of $52.2 million for the same
period in 2008.  Full year 2009 net loss was $27.0 million versus
a net loss of $134.5 million for the same period in 2008.

Fourth quarter 2009 net revenue was $338.1 million, an increase of
$70.5 million or 26.3% from the fourth quarter 2008 net revenue of
$267.6 million.  Full year 2009 net revenue was $1.134 billion, a
decrease of $287.7 million or 20.2% from the full year 2008 net
revenue of $1.422 billion.

In its Form 10-K, Sensata said restructuring charges related to
all of its restructuring programs for fiscal years 2009 and 2008
were $18.1 million and $24.1 million, respectively.  Beginning in
the second half of fiscal year 2008 and continuing into fiscal
year 2009, Sensata implemented several restructuring activities to
reduce costs given the decline in Sensata's net revenue.  The
restructuring activities consisted of reducing the workforce in
Sensata's business centers and manufacturing facilities throughout
the world and moving certain manufacturing operations to low-cost
countries.  Restructuring charges associated with its 2008 Plan
totaled of $18.3 million for fiscal year 2009 and consists of
$12.9 million related to severance, $4.8 million related to
pension settlement, curtailment and other related charges, and
$0.6 million related to other exit costs.  The total cost of the
restructuring activities related to the 2008 Plan is expected to
be $41.6 million, of which $41.3 million has been incurred to date
through fiscal year 2009.  In addition, in fiscal year 2009,
Sensata recognized a credit of $200,000 in its consolidated
statement of operations associated with certain facility exit
costs related to the First Technology Automotive Plan.

A full-text copy of the Form 10-K report is available at no charge
at http://ResearchArchives.com/t/s?5199

                    About Sensata Technologies

Almelo, Netherlands-based Sensata Technologies B.V. --
http://www.sensata.com/-- supplies sensing, electrical
protection, control and power management solutions.  Owned by
affiliates of Bain Capital Partners, LLC, a global private
investment firm, and its co-investors, Sensata employs
approximately 9,500 people in nine countries.  Sensata's products
improve safety, efficiency and comfort for millions of people
every day in automotive, appliance, aircraft, industrial,
military, heavy vehicle, heating, air-conditioning, data,
telecommunications, recreational vehicle and marine applications.

                           *     *     *

As reported by the Troubled Company Reporter on December 7, 2009,
Moody's Investors Service has upgraded Sensata Technologies B.V.'s
Corporate Family and Probability of Default ratings to Caa1 from
Caa2, as well as the company's senior secured credit facility to
B2, senior unsecured notes to Caa2, and senior subordinated notes
to Caa3.  In a related rating action, Moody's affirmed the
company's Speculative Grade Liquidity rating at SGL-3.  The
outlook is positive.


SEQUENOM INC: BlackRock Reports 5.99% Equity Stake
--------------------------------------------------
BlackRock Inc. disclosed that as of December 31, 2009, it may be
deemed to beneficially own 3,666,273 shares or roughly 5.99% of
the common stock of Sequenom, Inc.

Sequenom, Inc. (NASDAQ:SQNM) is a diagnostic testing and genetics
analysis company.  The Company is focused on providing products,
services, diagnostic testing, applications and genetic analysis
products that translate the results of genomic science into
solutions for biomedical research, translational research,
molecular medicine applications, and agricultural, livestock and
other areas of research.

As of September 30, 2009, the Company had total assets of
$101,942,000 against total current liabilities of $18,489,000,
deferred revenue, less current portion of $384,000, other long-
term liabilities of $3,693, and long-term portion debt and
obligations of $2,141,000.

The Company added that there is substantial doubt about its
ability to continue as a going concern.  Although the Company
related that its cash, cash equivalents and current marketable
securities will be sufficient to fund its operating expenses and
capital requirements through 2010, it will require significant
additional financing in the future to fund its operations.


SEQUENOM INC: Franklin Resources Reports 3.7% Stake
---------------------------------------------------
Franklin Resources, Inc.; Charles B. Johnson; and Rupert H.
Johnson, Jr., disclosed that as of December 31, 2009, they may be
deemed to beneficially own 2,269,120 shares or roughly 3.7% of the
common stock of Sequenom, Inc.

Charles B. Johnson and Rupert H. Johnson, Jr., each own in excess
of 10% of the outstanding common stock of FRI and are the
principal stockholders of FRI.

Sequenom, Inc. (NASDAQ:SQNM) is a diagnostic testing and genetics
analysis company.  The Company is focused on providing products,
services, diagnostic testing, applications and genetic analysis
products that translate the results of genomic science into
solutions for biomedical research, translational research,
molecular medicine applications, and agricultural, livestock and
other areas of research.

As of September 30, 2009, the Company had total assets of
$101,942,000 against total current liabilities of $18,489,000,
deferred revenue, less current portion of $384,000, other long-
term liabilities of $3,693, and long-term portion debt and
obligations of $2,141,000.

The Company added that there is substantial doubt about its
ability to continue as a going concern.  Although the Company
related that its cash, cash equivalents and current marketable
securities will be sufficient to fund its operating expenses and
capital requirements through 2010, it will require significant
additional financing in the future to fund its operations.


SEQUENOM INC: Inks License Agreement With Optherion
---------------------------------------------------
Clarke W. Neumann, Vice President and General Counsel at Sequenom,
Inc., reports that on February 4, 2010, the Company entered into a
license agreement with Optherion, Inc., pursuant to which
Optherion has granted the Company an exclusive, worldwide,
royalty-bearing license (with the limited right to sublicense) to
develop and commercialize products covered by the patent claims
and know-how licensed under the agreement for diagnostic uses for
research, laboratory developed tests or in vitro diagnostic tests,
for use with any and all types of technology platforms.

The license agreement covers extensive intellectual property
rights for significant age-related macular degeneration related
genetic variants.  Pursuant to the terms of the agreement, the
Company has agreed to conduct developmental activities with
respect to the licensed products for use with therapeutic products
being developed by Optherion, and the Company also has agreed to
use commercially reasonable efforts to develop and commercialize
the licensed products, including the achievement of specified
commercial milestones.

In the event that the first commercial sale of a licensed product
in the United States has not occurred on or before January 31,
2011, the Company will pay Optherion a non-creditable license
maintenance fee equal to $260,000 per year.  The license
maintenance fee will be pro-rated for any period less than a full
year before the first commercial sale of a licensed product in the
United States.  Following the first commercial sale of a licensed
product in the United States, the Company will no longer be
required to pay the license maintenance fee, but instead the
Company will pay Optherion a minimum royalty payment each year
during the term of the agreement ranging between $260,000 and
$270,000 per year.  The minimum payment will be creditable against
any royalties due based upon licensed product sales.

The Company also agreed to make payments to Optherion upon the
achievement of specified development, regulatory and commercial
milestones, and during the life of the patent claims licensed
under the agreement, royalties on the cumulative worldwide annual
net sales of products successfully developed and commercialized
covered by the patent claims and know-how licensed under the
agreement.  The Company also agreed, upon entry into the
agreement, to reimburse Optherion for its prior patent related
costs and expenses in the amount of $1,071,651.

The agreement will remain in force in each country until the
expiration of the Company's obligation to make royalty payments in
such country, subject to earlier termination by either party upon
uncured material breach or other specified circumstances.
Optherion may terminate the agreement if the Company challenges
the validity of any patent covered by the licensed technology, if
the Company abandons or suspends its research, development,
marketing or commercialization of the licensed products, or if the
Company fails to comply with certain insurance requirements set
forth in the agreement.

The Company may terminate the agreement for any reason upon 90
days' prior written notice, provided that if such notice of
termination is delivered prior to the first anniversary of the
effective date of the agreement, the Company will be required to
pay Optherion a non-creditable termination fee of $2,000,000.  In
the event that the agreement expires pursuant to its terms, the
Company will retain the licenses and sublicenses granted under the
agreement as fully paid and royalty free, subject to certain
specified limitations.

                        About Sequenom Inc.

Sequenom, Inc. (NASDAQ:SQNM) is a diagnostic testing and genetics
analysis company.  The Company is focused on providing products,
services, diagnostic testing, applications and genetic analysis
products that translate the results of genomic science into
solutions for biomedical research, translational research,
molecular medicine applications, and agricultural, livestock and
other areas of research.

As of September 30, 2009, the Company had total assets of
$101,942,000 against total current liabilities of $18,489,000,
deferred revenue, less current portion of $384,000, other long-
term liabilities of $3,693, and long-term portion debt and
obligations of $2,141,000.

The Company added that there is substantial doubt about its
ability to continue as a going concern.  Although the Company
related that its cash, cash equivalents and current marketable
securities will be sufficient to fund its operating expenses and
capital requirements through 2010, it will require significant
additional financing in the future to fund its operations.


SKI MARKET: Court Approves Sale of Assets to Gordon Brothers
------------------------------------------------------------
Jon Chesto at The Daily News Tribune says a federal court approved
the sale of Ski Market's inventory to Gordon Brothers.

According to Bicycle Retailer, Gordon Brothers will liquidate the
company's remaining assets by the end of March, and close
company's last seven locations.  Gordon Brother outbid five other
buyers at a February 1 auction.

Bicycle Retailer notes Gordon Brothers will pay 75.25% of the cost
value of the company's merchandise.  Ski Market said it expects to
net $1.3 million from the sale, which money will be distributed to
its primary secured lender.

                         About Ski Market

Based in Wellesley, Massachusetts, The Ski Market Ltd., Inc., dba
St. Moritz, Underground Snowboard, P-51; National Ski & Bike;
National Ski Wholesalers; and Sports Replay -- filed for Chapter
11 bankruptcy on December 29, 2009 (Bankr. D. Mass. Case No.
09-22502).  Judge Henry J. Boroff presides over the case.  Joseph
H. Baldiga, Esq., at Mirick, O'Connell, DeMallie, Lougee, serves
as counsel.  The Debtor listed $1,000,001 to $10,000,000 in
estimated assets; and $10,000,001 to $50,000,000 in estimated
debts when it filed for bankruptcy.

The Debtor is seeking to sell substantially all of its assets as
part of its bankruptcy.


STANDARD PACIFIC: Earns $82.7 Million in Fourth Quarter
-------------------------------------------------------
Standard Pacific Corp. said it generated net income of
$82.7 million for quarter ended Dec. 31, 2009, compared with a net
loss of $397.8 million during the year-earlier period.

Net income for the 2009 fourth quarter included an income tax
benefit of $94.1 million related to recently enacted tax
legislation that extended the carryback of net operating losses
from two years to five years.  The 2009 fourth quarter results
included asset impairment charges of $11.2 million versus $443.6
million in the prior year quarter and also included $5.1 million
in debt refinancing and other restructuring charges.  Excluding
asset impairment and restructuring charges and the tax benefit,
the Company generated net income of $4.0 million during the 2009
fourth quarter.

Homebuilding revenues for the year ended December 31, 2009 were
$1.17 billion versus $1.54 billion in the prior year.  The Company
generated a net loss of $13.8 million, or $0.06 per diluted share,
for 2009, compared to a net loss of $1.23 billion, or $9.14 per
diluted share, for 2008.

The Company's average home price for the fourth quarter was up 5%
to $318,000 versus $302,000 for the 2009 third quarter and down 3%
from the prior year quarter.  On a same plan community basis,
which adjusts for shifts in product mix, the fourth quarter
average home price was up 1% over the 2009 third quarter and down
5% versus the 2008 fourth quarter.  Gross margin from home sales
for the fourth quarter was 18.1% versus 18.6% for the 2009 third
quarter and, excluding impairments, was 20.3%* versus 18.6%* for
the same periods.

The Company generated $100.9 million of cash flows from operations
during the 2009 fourth quarter which included $39.3 million of
proceeds from land sales and $35.3 million in land purchases.  For
the full year 2009, the Company generated $411.1 million of cash
flows from operations and ended the year with $602.2 million of
homebuilding cash. Excluding land purchases and proceeds from land
sales, cash flows from operations for the year ended December 31,
2009 were $372.1 million.  In addition, the Company expects to
receive a $103 million federal tax refund during the 2010 first
quarter.

The Company reduced the principal amount of its homebuilding debt
during 2009 by $322 million, from $1.51 billion to $1.19 billion.
Homebuilding debt due before 2013 declined from $838 million to
$239 million, and the Company ended the year with an adjusted net
homebuilding debt to total adjusted book capital ratio of 56.0%*
versus 67.8% as of December 31, 2008.  Unconsolidated joint
venture recourse debt was reduced by $135.1 million during the
year, bringing total joint venture recourse debt to $38.8 million
as of December 31, 2009.

A full-text copy of the company's fourth quarter results is
available for free at http://ResearchArchives.com/t/s?50d3

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.


STANT CORP: Unsec. Claims to Get Pro Rata Share of Committee Cash
-----------------------------------------------------------------
Stant Corp., now known as SPC Seller Inc., and its units, together
with the Official Committee of Unsecured Creditors, filed with the
U.S. Bankruptcy Court for the District of Delaware a Disclosure
Statement relating to their Plan of Reorganization.

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

According to the Disclosure Statement, the Plan provides for
holders of allowed general unsecured claims to receive their pro
rata portion of the committee cash payment fund on the
distribution date.

Under the Plan, all interests in the Debtors are cancelled.  The
holders of interest will receive no distribution on account of the
interest and are deemed to reject the Plan.

The provisions that govern implementation of the Plan, include,
among other things:

   -- cancellation of instruments and stock;

   -- dissolution of Debtors as corporate entities; and

   -- appointment of the disbursing agent.

Cash payments made pursuant to the plan will be in U.S. funds, by
the means, including by check or wire transfer, determined by the
disbursing agent.  Checked issued by the disbursing agent in
respect of allowed claims will be nulls and void if not cashed
within 90 days of the date of their issuance.

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

Stant Corp. and five affiliated companies filed for Chapter 11
bankruptcy protection on July 27, 2009 (Bankr. D. Del. 09-12647).
Sandra G.M. Selzer, Esq., and Scott D. Cousins, Esq., at Greenberg
Traurig, LLP, in Wilmington, Delaware, serve as the Debtors'
counsel.  In its petition, Stant Corp. listed $50 million to
$100 million in debts against $50 million to $100 million in
assets.


STAR TRIBUNE: Employees Pay Tribute to Fallen Comrades
------------------------------------------------------
Eric Morath at Dow Jones' Daily Bankruptcy Review reports that
employees at Star Tribune are paying homage to their departed
colleagues by taking out a $3,225 advertisement in the Star
Tribune.  DBR relates the ad recognizes the "knowledge,
professionalism and passion for journalism" of the 140 newsroom
employees at Star Tribune who have been terminated since 2007,
including 25 on their way out.

DBR notes Star Tribune Holdings Corp. has cut nearly 1,000 total
employees from its payroll since January 2007, leaving the company
with half the number of workers it had three years ago.

DBR further notes that despite dumping $380 million in debt as
part of its bankruptcy reorganization, Star Tribune announced late
last year that it would eliminate another 110 jobs as part of
further cost cutting.

                        About Star Tribune

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com/-- operates the largest newspaper
in the state of Minnesota and published seven days each week in an
edition for the Minneapolis-Saint Paul metropolitan area.

The Company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr.
S.D.N.Y. Lead Case No. 09-10244).  Attorneys at Davis Polk &
Wardwell, represented the Debtors in their restructuring effort.
Blackstone Advisory Services L.P. served as financial advisor.
The Garden City Group, Inc., served as noticing and claims agent.
Attorneys at Lowenstein Sandler PC, represented the official
committee of unsecured creditors.  In its bankruptcy petition,
Star Tribune listed assets and debts between $100 million and
$500 million each.

Judge Robert Drain at the U.S. Bankruptcy Court for the Southern
District of New York confirmed the company's plan of
reorganization, which was overwhelmingly supported by the
company's creditors, on September 17, 2009.  Star Tribune emerged
from Chapter 11 on September 28, 2009.

According to Daily Bankruptcy Review, senior lenders, who were
owed $392 million, became the Company's new owners.  Star Tribune
took on most of that debt when private-equity firm Avista Capital
Partners bought the paper from McClatchy Co. for $530 million in
2007.  Avista lost its ownership as part of the bankruptcy
reorganization.


STERLING GRACE FAITH: Case Summary & 1 Largest Unsecured Creditor
-----------------------------------------------------------------
Debtor: Sterling Grace Faith, LLC
        901 3rd Avenue
        Wanamingo, MN 55983

Bankruptcy Case No.: 10-30820

Chapter 11 Petition Date: February 8, 2010

Court: United States Bankruptcy Court
       District of Minnesota (St Paul)

Debtor's Counsel: Michael A. Weber, Esq.
                  Weber Law Group P A
                  900 IDS Center, 80 S 8th Street
                  Minneapolis, MN 55402
                  Tel: (612) 455-4582
                  Fax: (612) 225-1840
                  Email: mweber@mweberlaw.com

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

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

According to the schedules, the Company has assets of $1,152,478
and total debts of $1,214,259.

The Debtor identified Twin Cities-Metro Certified Dev. Co. with a
debt claim for $524,177 (Collateral FMV $364,252) as its largest
unsecured creditor. A full-text copy of the Debtor's petition,
including a list of its largest unsecured creditor, is available
for free at:

             http://bankrupt.com/misc/mnb10-30820.pdf

The petition was signed by Pat Meyers, chief manager of the
Company.


SYNOVUS FINANCIAL: Ratings on Neg. Watch Due to 6th Straight Loss
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its
ratings, including the 'BB-' long-term counterparty credit rating,
on Synovus Financial Corp. on CreditWatch with negative
implications.

"The negative CreditWatch listing on Synovus reflects S&P's
opinion that continued elevated credit costs will likely challenge
the company's profitability and relatively weak capital, at least
through 2010," said Standard & Poor's credit analyst Daniel E.
Teclaw.

Synovus reported its sixth consecutive quarterly loss for fourth-
quarter 2009, despite a reduction in net charge-offs.

The company's problem assets are heavily concentrated in its
residential construction and development and land loans.  This
$3.4 billion portfolio, 11% of loans, is located in the currently
troubled economies of the Southeast U.S., with 18% in Atlanta.
The portfolio accounted for 54% of total fourth-quarter charge-
offs and still makes up 48% of total nonperforming loans, 36% of
which are in Atlanta.

Synovus categorized 21.3% of its residential construction and
development and land loans as nonperforming at year-end.

The company's tangible common equity to tangible assets ratio of
5.79%, also weak relative to peers, compounds S&P's concern about
its poor credit quality.

"Because S&P believes that the Southeast may not yet be
stabilizing, S&P expects that material remaining losses could be
embedded in the portfolio, and that these could stress the
company's capital base further," added Mr. Teclaw.

S&P could lower the ratings on Synovus if S&P believes asset
quality measures will continue to erode profitability and,
ultimately, capital.

Conversely, S&P could affirm the ratings if S&P gets comfortable
that the company can withstand the expected deterioration S&P
anticipates in its loan portfolio.


TANA SEYBERT: December Auction for Remaining Assets Nets $3.1-Mil.
------------------------------------------------------------------
Tana Seybert LLC, now known as UTBTS, LLC, filed a report with the
Bankruptcy Court on the results of a December 2, 2009 auction on
its miscellaneous remaining assets.

The Debtor was assisted by GoIndustry USA, Inc., which does
business as GoIndustry-DoveBid.

NetDockets relates the auction drew 300 registered bidders and was
successful in selling all but six of the items put up for sale.
The auction generated more than $3.35 million in proceeds, which
resulted in net proceeds paid to Tana Seybert's estate of
approximately $3.1 million, after deducting GoIndustry-DoveBid's
fees.

NetDockets says the December 2009 auction covered Tana Seybert's
remaining assets, which consisted mostly of remaining "machinery,
furniture, fixtures, equipment."  Pursuant to the court's order
authorizing the retention of GoIndustry-DoveBid to conduct the
auction, GoIndustry-DoveBid guaranteed Tana Seybert's estate a
minimum (or floor) recovery of $2.7 million.  GoIndustry-DoveBid
was then entitled to retain the next $200,000 of auction proceeds
(i.e., proceeds between $2.7 and 2.9 million) and proceeds above
$2.9 million were shared with 90% going to Tana Seybert's estate
and 10% going to GoIndustry-DoveBid.

As reported by the Troubled Company Reporter on October 9, 2009,
Tana Seybert sought permission from the Court to sell assets its
intellectual property, customer lists and some machinery and
equipment.  Unimac Tana Seybert LLC agreed to purchase the
Debtors' assets for $679,510, cash, plus 70% of cost of usable
paper stock on hand.  That sale was completed on October 16, 2009.

                        About Tana Seybert

New York City-based Tana Seybert LLC and its affiliates filed
For Chapter 11 on Sept. 11, 2009 (Bankr. S. D. N.Y. Case No.
09-15478).  Alan D. Halperin, Esq., at Halperin Battaglia Raicht
LLP represents the Debtors in their restructuring efforts.  The
Debtor did not file a list of its 20 largest unsecured creditors
when it filed its petition.  In their petition, the Debtors listed
assets and debts both ranging from $10,000,001 to $50,000,000.


THORNBURG MORTGAGE: Hearing Today on Sale to Select Portfolio
-------------------------------------------------------------
The Chapter 11 Trustee of TMST Home Loans Inc., fka Thornburg
Mortgage Home Loans Inc., selected Select Portfolio Servicing,
Inc. as the successful bidder, and PennyMac Corp. as the back-up
bidder.  The Bankruptcy Court has scheduled the sale hearing on
Feb. 10, 2010, to consider approval of the sale of Servicing
Portfolio, followed by sale closing on Feb. 26, 2010.

A full-text copy of Select Portfolio's sale agreement is available
for free at http://ResearchArchives.com/t/s?5173

A full-text copy of PennyMac Corp.'s sale agreement is available
for free at http://ResearchArchives.com/t/s?5174

                     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.


TOTES ISOTONER: Moody's Upgrades Corporate Family Rating to 'B3'
----------------------------------------------------------------
Moody's Investors Service upgraded totes>>Isotoner Corporation's
corporate family rating and first lien secured term loan to B3
from Caa1.  The ratings outlook was revised to stable from
negative.

The ratings upgrade reflects Totes' improved operating performance
and credit metrics stemming from modest revenue growth, reduced
operating expenses, and material debt reduction from both excess
cash flow and a moderate capital structure change that occurred in
April 2009.  Totes' liquidity has improved as a result, and is
expected to remain adequate over the next twelve months.

The B3 rating and stable outlook reflect Moody's expectation that
Totes will sustain the recent improvements in profitability and
metrics, despite the expectation for a sluggish recovery in
economic conditions in calendar 2010.  The rating also anticipates
continued adequate liquidity, including ample covenant headroom,
lower average revolver borrowing, and use of free cash flow for
debt reduction and investments to fund growth.  Growth is expected
to include new product or market development, or modest
acquisitions funded with cash.  The company's leading position in
its product niche, portfolio of well-recognized brand names, and
its broad product, distribution and customer diversification
continue to provide support to the ratings.

Constraints for the ratings include Totes' moderate scale in the
apparel and accessories sector, commoditized nature of its product
categories, high seasonality and exposure to unfavorable weather
conditions.  Despite the recent improvement, the company's
financial metrics remain weak.

Ratings upgraded:

  -- Corporate Family Rating to B3 from Caa1;
  -- Probability of Default rating to B3 from Caa1;
  -- First lien term loan to B3 (LGD4, 50%) from Caa1 (LGD4, 52%)

Ratings affirmed:

  -- Second lien term loan at Caa2 (LGD5, 79%)

The ratings outlook is stable.

The last rating action on Totes occurred on July 1, 2009, when
Moody's downgraded the company's CFR to Caa1 with a negative
outlook.

Based in Cincinnati, Ohio, Totes is an international designer,
marketer and distributor of cold and wet weather accessories,
slippers, flip-flops and sunglasses with revenue exceeding
$300 million.  The company distributes umbrellas and related
products primarily under the "totes" and "Raines" brands, cold-
weather products (hats, gloves, scarves) and slippers under the
"Isotoner" brands, and sandals, flip flops and thongs under the
"ESNY" brand and private labels.


TOUSA INC: Avoidance Suits Commenced vs. 1st Lien Lenders
---------------------------------------------------------
The Official Committee of Unsecured Creditors in Tousa Inc.'s
cases filed an adversary complaint before the Bankruptcy Court on
January 27, 2010, seeking to avoid certain prepetition fraudulent
and preferential transfers against these lender parties, otherwise
referred to as the "Additional First Lien Lenders:"

  * Tennenbaum Multi-Strategy Master Fund
  * Tennenbaum Capital SPC
  * Marathon Financing I, B.V.
  * Esperance c/o Scotiabank (Ireland) Limited
  * Fortress Credit Investments I Ltd.
  * Fortress Credit Investments II Ltd,
  * Goldman Sachs Lending Partners LLC
  * CMTGLQ Investors, L.P.
  * DBA FKA SSIG
  * SPF One LQ L.L.C.
  * Fall Creek CLO Ltd.

The Additional First Lien Lenders are among the lenders that
loaned to TOUSA, Inc., $500 million for the financing of a
settlement of disputes related to a joint venture known as the
Transeastern Joint Venture, according to the Committee.

In March 2005, an entity known as TE/TOUSA LLC was formed by
Debtor TOUSA Homes LP and Falcone Ritchie LLC for the purpose of
acquiring substantially all of the assets of Transeastern
Properties, Inc.  To fund the acquisition, TOUSA Homes LP, TOUSA,
Inc. and subsidiaries of the Transeastern JV entered into three
credit agreements totaling $675 million from certain lenders.
The Transeastern JV, however, floundered and certain of the
Transeastern Lenders sued TOUSA Inc. and TOUSA Homes LP on
account of the Transeastern Debt.  To resolve the litigation and
other issues under the Transeastern JV, the Debtors consummated a
global settlement.

As part of the Transeastern Global Settlement, the TOUSA
Guarantors, the Transeastern JV Subsidiaries, The CIT
Group/Business Credit, Inc., and the lenders under a Senior
Credit Agreement entered into a Settlement and Release Agreement
dated July 31, 2007.  Pursuant to the CIT Settlement Agreement
and a related pay-off letter, EH/Transeastern, LLC and TE/TOUSA
Senior, LLC, two of the Transeastern JV Subsidiaries, agreed to
pay $421,522,193 to CIT on July 31, 2007, with an additional
payment of about $140,000 per day in interest.

Patricia A. Redmond, Esq., at Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A., in Miami Florida, relates that
funding of the settlement payments under the Transeastern
Settlement were from three credit facilities, totaling
$500 million, that TOUSA, Inc., TOUSA Homes LP and certain
Conveying TOUSA Subsidiaries entered into on July 31, 2007.  The
Conveying TOUSA Subsidiaries guaranteed the $500 million Facility.

Among the lenders that extended the New $500 million Facility are
the Tennenbaum Defendants, the Committee notes.

The Committee insists that the Conveying TOUSA Subsidiaries did
not receive reasonably equivalent value:

  -- from the New Lenders, including the Additional First Lien
     Lenders, in exchange for incurring secured debt obligations
     under the Term Loans referred to as New Lender Claim and
     Lien Transfers; or

  -- (i) from CIT and the Transeastern Lenders in exchange for
     the transfer of over $421 million in satisfaction of the
     Transeastern Debt, or (ii) from Doe New Subordinated Notes
     Successor Trustee on $20 million of new paid-in-kind notes.

On the Committee's behalf, Ms. Redmond asserts that on July 31,
2007, the Conveying TOUSA Subsidiaries were (i) either insolvent
or rendered insolvent by the Fraudulent Transfers, (ii) left with
unreasonably small capital, or (iii) incurring debts beyond their
ability to pay as the debts matured.

The Committee also seeks to avoid as a preferential transfer any
security interest allegedly granted by any of the Debtors to the
New Lenders, including the Additional First Lien Lenders, in
respect of a tax refund of about $210 million that the Debtors
received in June 2008.

Accordingly, under its Complaint, the Committee thus asks the
Court to:

  (1) avoid the New Lender Claim and Lien Transfers under
      Sections 726.105, 726.106 and 726.108 of the Florida
      Statutes, Sections 544(b), 548 and 550 of the Bankruptcy
      Code, and Sections 273, 274, 275 and 278 of the New York
      Debtor and Creditor Law against the Additional First Lien
      Lenders;

  (2) grant recovery of all amounts paid in connection with the
      New Claim and Lien Transfers from the Additional First
      Lien Lenders pursuant to Sections 726.105, 726.106 and
      726.108 of the Florida Statutes, Sections 544(b) and 550
      of the Bankruptcy Code, and Sections 273, 274, 275 and 278
      of the New York Debtor and Creditor Law;

  (3) disallow or, in the alternative, reduce claims filed by
      the New Lenders seeking allowance of the full amount of
      the New Loans pursuant to Sections 502, 544, 548, and 550
      of the Bankruptcy Code and Rules 3007 and 7001 of the
      Federal Rules of Bankruptcy Procedure;

  (4) avoid any security interest in the Tax Refund under
      Section 547 of the Bankruptcy Code;

  (5) avoid or require return of the Transeastern Transfers made
      to Fall Creek CLO, Ltd. pursuant to Sections 726.105,
      726.106, and 726.108 of the Florida Statutes, Sections
      544(b), 548 and 550 of the Bankruptcy Code and Sections
      273, 274, 275 and 278 of the New York Debtor and Creditor
      Law;

  (6) enforce the Stipulated Final Order on Cash Collateral
      entered on June 20, 2008, to modify or eliminate the
      adequate protection liens and adequate protection claims
      and requiring disgorgement from Prepetition Secured
      Parties, any payments made as Adequate Protection under
      that Order or subsequent orders; and

  (7) grant other relief as the Court deems just.

                        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: Directors & Officers Seek Dismissal of Suit
------------------------------------------------------
To recall, the Official Committee of Unsecured Creditors in TOUSA
Inc.'s cases already won judgment against secured lenders on
claims that loans made six months before the Chapter 11 filing
were fraudulent transfers.  The bankruptcy judge required the
lenders to post a total of $700 million in appeal bonds to stay
enforcement of his October ruling that the transactions were
voidable in bankruptcy.

The Committee is now seeking authority from the Bankruptcy Court
to sue another group of defendants to recover an additional
$60 million from claims that a bail out and refinancing in mid-
2007 of a joint venture in Transeastern Properties Inc. resulted
in fraudulent transfers.  The Creditors Committee, if permitted,
will sue for $50 million from Arthur and Edward Falcone, who were
owners of the company that was Tousa's joint venturer in buying
Transeastern in 2005.  The Committee says that money given the
Falcones and their companies in mid-2007 were fraudulent
transfers.

               Parties Seek Dismissal of Complaint

In separate filings, Technical Olympic, S.A., Konstantinos
Stengos, Andreas Stengos, Andreas Stengos, and Marianna Stengou;
Larry Horner, William Hasler, Michael Poulos, Susan Parks, and J.
Bryan Whitworth, collectively known as the Outside Directors;
Paul Berkowitz, David Schoenborn, Stephen Wagman and Russell
Devendorf, collectively known as the Managers and Directors; and
Antonio Mon, a member of TOUSA, Inc.'s Board of Directors, ask
the Bankruptcy Court to dismiss the complaint filed by the
Official Committee of Unsecured Creditors against them.

The Committee's Complaint alleges two counts: (1) breach of
fiduciary duty by the directors of the Debtors, and (2) aiding
and abetting breach of fiduciary duty by Technical Olympic.

With respect to the Committee's fiduciary claim, the Stengos, the
Outside Directors, the Managers and Directors and Mr. Mon assert
that Delaware law prohibits creditors from bringing direct claims
against a company's board of directors.  Even if the Committee's
claim is derivative, the Director-Defendants argue that the
fiduciary claim fails because they, as members of the Board of
Directors of TOUSA, do not owe any fiduciary duties to any of the
Debtor-Subsidiaries of TOUSA or the Debtor-Subsidiaries'
creditors.

The Director-Defendants further assert that the acts complained
of by the Committee do not state a claim for relief in view of
the substantial protections afforded to corporate directors under
Delaware law.  The Debtor-Subsidiaries have not been damaged by
the actions about which the Committee complains, the Director-
Defendants insist.  The Committee's breach of fiduciary duty
claim fails as a matter of law because prior actions of the Court
have mooted those claims, and the Committee cannot sustain a
claim for damages, the Director-Defendants tell the Court.

Counsel to the Outside Directors, Michael P. Brundage, Esq., at
Hill, Ward & Henderson P.A., in Tampa, Florida, adds that the
Outside Directors served as directors of TOUSA and had no
connection with any of the Debtor Subsidiaries.  He further
contends that the Committee Complaint should be dismissed because
it is filled with conclusory allegations regarding the
Subsidiaries, their purported solvency, and the acts of the
Outside Directors.

On behalf of the Managers and Directors, Jeffrey T. Foreman,
Esq., at Kenny Nachwalter, P.A., in Miami, Florida, further
asserts that the D&O action is nothing more than an impermissible
direct creditor claim dressed up as a derivative action.  He
points out that the Committee has failed to allege facts
sufficient to overcome the business judgment rule or the
exculpatory provisions contained in the relevant Operating
Agreements or certificates of incorporation.

"As for the aiding and abetting claim against Technical Olympic,
since the Committee cannot establish any breach of fiduciary
duty, it cannot, as a matter of law, establish aiding and
abetting breach of fiduciary duty," counsel to the Stengos and
Technical Olympic, Andrew D. Zaron, Esq., at Hunton & Williams
LLP, in Miami, Florida, contends.

As a separate matter, Larry Horner, William Hasler, Michael
Poulus, Susan Parks and J. Bryan Whitworth join in the Motion to
Withdraw Reference of the D&O Action lodged by Technical Olympic,
S.A., Konstantinos Stengos, Andreas Stengos, George Stengos, and
Marianna Stengou, Antonio Mon, and Tommy McAden.

In other matters, the Court approved the stipulation entered into
between the Committee and Tommy McAden, extending the date by
which Mr. McAden can answer or respond to the D&O Action through
March 15, 2010.

Moreover, pursuant to separate stipulations with the Committee,
the deadline to answer or respond to the D&O Action is extended
to February 8, 2010, for these defendants:

    * Candace Corra
    * Tom McAndrew
    * Gordon Stewart
    * Brian Konderik

The stipulated extension is only applicable to the Stipulating
Defendants.

                        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.


TRIBUNE CO: Committee's Proposal to Prosecute 2007 LBO Claims
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Tribune Co.'s
cases asks leave from the Court for authority, on behalf of the
Debtors' estates, to commence, prosecute and settle claims and
counterclaims arising out of or in connection with the Debtors'
2007 leveraged buyout transaction.

In 2006, Tribune Company's board of directors began to focus on a
potential recapitalization or transaction with respect to the
Debtors' businesses in response to urging from the Debtors'
largest shareholders.  Despite a failed auction process and a
declining publishing business, Tribune Company nevertheless
approved a LBO transaction in which the Debtors became obligated
on a massive amount of debt and paid billions of dollars to
shareholders to take the Company private, says Thomas G. Macauley,
Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, special
counsel to the Committee.

In order to finance the LBO, the Debtors became obligated on more
than $10 billion in debt under a Senior Credit Facility and a
Bridge Facility.  The LBO debt was not secured other than through
stock pledges, but was made structurally superior to Tribune
Company's preexisting debt -- consisting of almost $1.3 billion
of publicly held non-subordinated debt as well as trade and
contractually subordinated debt -- by obtaining guarantees of the
LBO Debt from many of Tribune Company's subsidiaries.

The Creditors' Committee has decided to seek authority to assert
objections to the Claims and to pursue other relief in connection
with the LBO and the Facilities.  The Committee believes there is
substantial evidence that:

  (i) the LBO Debt was fraudulently incurred and should be
      avoided;

(ii) the Claims should be equitably subordinated and
      disallowed; and

(iii) related transfers should be avoided and recovered,
      including:

      (a) fees paid relating to the LBO and the Facilities;

      (b) principal and interest repaid on the LBO Debt prior to
          the Petition Date; and

      (c) payment at closing to satisfy preexisting debt.

The Creditors' Committee alleges that JPMorgan Chase Bank, N.A.,
as Administrative Agent for the Senior Credit Facility, and
Merrill Lynch Capital Corporation, as Administrative Agent for the
Bridge Facility, are liable to the Debtors for damages relating to
breaches of fiduciary duty in connection with the LBO Debt.

According to Mr. Macauley, the Debtors were insolvent at the time
of the LBO closings so that the obligations incurred under the
Facilities, as well as payments of fees and repayments of
principal and interest, should be avoided under constructive
fraudulent transfers and other theories.  Moreover, JPMCB, MLCC
and others obtained the elevation in priority of Tribune Company's
existing debt to them -- which had not been guaranteed by the
Company's subsidiaries -- by obtaining guarantees from many of
Tribune Company's subsidiaries on over $10 billion of LBO Debt,
Mr. Macauley maintains.

Aside from the proposed objections to the Claims, which exceed
$10 billion and constitute a substantial majority of the total
claims asserted in the Debtors' cases, the Derivative Causes of
Action seek to avoid and recover very large transfers made by the
Debtors in connection with the LBO, including:

  (a) almost $2 billion in principal and interest repaid on the
      LBO Debt;

  (b) more than $200 million in fees paid to the Lead Banks;

  (c) more than $30 million paid to the Debtors' financial
      advisors; and

  (d) more than $2.5 billion paid to the administrative agent
      for the 2006 Bank Debt that was satisfied in connection
      with the LBO.

The Committee says it has not formally demanded that the Debtors
themselves prosecute the Derivative Causes of Action because:

  (1) the Debtors themselves approved the LBO and will not want
      to pursue an action that attacks the LBO Debt;

  (2) the Debtors have no interest in litigating against the
      interests of future owners of the Debtors; after all,
      after plan confirmation and resolution or adjudication of
      the Derivative Causes of Action, the holders of the LBO
      Debt will own a substantial part of and most likely a
      majority of the Debtor's new equity; and

  (3) neither the Debtors' general bankruptcy counsel or
      conflicts counsel are able to litigate the Derivative
      Causes of Action.

Mr. Macauley asserts that the Committee should be excused from the
requirement to demand formally that the Debtors take action when
the record is plain that "a formal request upon the Debtor to file
an avoidance action would have been futile."

"Given that the Derivative Causes of Action are colorable, their
prosecution makes sense under a cost-benefit analysis and the
demand requirement is excusable, the Court should grant derivative
standing to the Committee to commence and prosecute the Derivative
Causes of Action," Mr. Macauley avers.

In a separate filing, the Committee seeks the Court's authority to
file under seal Exhibit A to its Standing Motion.  Exhibit A to
the Standing Motion is a draft Complaint and Objection to Claims.

Prior to the filing of the Standing Motion, the Committee had
obtained information on a confidential basis from the Debtors and
many other parties that had a connection with the LBO transaction
and its financing.  The Draft Complaint contains confidential
information.  Accordingly, the Committee obligates the Committee
to file under seal any document that contains the confidential
information, including the Draft Complaint.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIBUNE CO: Seeks Approval of Pacts With J. Faggio & New Haven
--------------------------------------------------------------
Tribune Co. and its units ask the U.S. Bankruptcy Court for the
District of Delaware to approve:

  (i) a settlement agreement between Debtor The Hartford Courant
      Company and Jennifer Faggio, both individually and as the
      Conservator of the Estate of Andrew Faggio; and

(ii) a settlement agreement between the Hartford Courant and
      the City of New Haven.

Ms. Faggio commenced a personal injury action in the Superior
Court of the Middlesex Judicial District at Middletown Connecticut
on December 29, 2004.  Ms. Faggio filed a Third Amended Complaint
against Leon Brown and Hartford Courant alleging injuries on
account of an incident occurring on or about January 31, 2003,
involving the operation of a motor vehicle by an alleged employee
of Hartford Courant.  It is claimed in the State Court Action
that, as a result of the incident, Mr. Faggio has been
hospitalized in a minimally conscious state.

At the time of the incident, Debtor Tribune Company, the ultimate
parent company of Hartford Courant, maintained certain insurance
policies applicable to Hartford Courant.  The deductible
obligation in connection with the insurance coverage is
$1 million.  As of the Petition Date, the Debtors had expended
approximately $522,298 in relation to insurance deductible
obligations under the insurance coverage to the State Court
Action, leaving a remaining insurance deductible of $477,701.

The City of New Haven subsequently moved to intervene in the State
Court Action as an intervening plaintiff asserting a worker's
compensation lien arising from amounts it has expended as a result
of the January 21, 2003 incident.

On January 22, 2010, the Hartford Courant and Ms. Faggio entered
into the Settlement Agreement pursuant to which the Debtors'
insurers will pay to Ms. Faggio the sum of $5,579,478 and the
Debtors' insurers will pay to the City of New Haven the sum of
$2,000,000 in satisfaction of a worker's compensation lien held by
the City of New Haven.

Ms. Faggio has agreed that neither the Hartford Courant nor any of
the Debtors will pay any portion of the Total Settlement Amount
and no portion of the Total Settlement Amount will be enforced
against any property or assets belonging to the Hartford Courant
or any other Debtor.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIBUNE CO: Wants Plan Exclusivity Until June 8
-----------------------------------------------
Tribune Company and its debtor affiliates ask Judge Kevin J. Carey
of the U.S. Bankruptcy Court for the District of Delaware to
extend their exclusive periods to file a plan of reorganization
through June 8, 2010, and solicit acceptances of that Plan through
August 6, 2010.

The Debtors relate that their "highly developed view" of a plan of
reorganization is characterized by a de-leveraged Tribune, where
most of the "moving parts" -- eg. the organizational framework,
mechanics and infrastracture -- have been largely developed and
the remaining issue centers on the allocation of distributable
value between competing creditor groups.

The Debtors are working towards filing their plan of
reorganization prior to February 28, 2010, according to Patrick J.
Reilley, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in
Wilmington, Delaware.

Mr. Reilley relates that the Debtors remain steadfast in their
belief that a plan of reorganization proposed by them is the most
appropriate, efficient and value maximizing manner in which to
proceed.  Whether the Debtors propose a global settlement or a
framework to achieve a global resolution, the Debtors' process in
infinitely preferable to a competing plan environment, Mr. Reilley
asserts.

"If exclusivity is terminated, dispute among creditor factions
competing for their respective positions will almost certainly
become the central focus of these cases," Mr. Reilley tells the
Court.  He adds that the proposed alternatives to the Debtors'
plan process threaten to disrupt the Debtors' businesses and
invite value destruction, effectively wiping out benefits from the
plan negotiations.

The Debtors assert that "cause" to extend the Exclusive Periods is
demonstrated by their efforts, the progress in these cases and the
prospects for plan confirmation in the near term, as will be
described for the Court in greater detail at the hearing on this
Motion.  Moreover, the Debtors maintain, termination of
exclusivity, in contrast, will all but ensure that litigation by
warring factions will supplant plan negotiations, resulting in a
prolonged and value-eroding stalemate, until the litigation is
eventually resolved.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIDENT RESOURCES: May Propose Chapter 11 Plan Until May 6
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Trident Resources Corp. and its affiliates' exclusive right to
file a Chapter 11 plan or plans until May 6, 2010; and their
exclusive right to solicit acceptances of that plan until July 6,
2010.

As reported in the Troubled Company Reporter on January 12, 2010,
Trident said it received equity investment/plan proposals from key
stakeholder groups in late December, and believes more time is
necessary to allow the Debtors to negotiate an acceptable proposal
and process that will form the basis for moving forward in their
cases.

Trident and its advisors are also working with several providers
of postpetition financing on terms and conditions for a potential
DIP facility, and are engaged in advanced discussions with respect
to the financing.

Calgary, Alberta-based Trident Resources Corp. operates a natural
gas exploration and development company.  The Company and its
affiliates filed for Chapter 11 on Sept. 8, 2009 (Bankr. D. Del.
Case Nos. 09-13150 to 09-13154).  Trident Exploration Corp. and
certain of TEC's Canadian subsidiaries filed an application with
the Court of Queen's Bench of Alberta, Judicial District of
Calgary, under the Companies' Creditors Arrangement Act (Canada).

Trident on December 3, 2009, obtained an extension from the
Canadian Court of the "stay period" in its Canadian proceedings
until January 15, 2010, to allow the Debtors to focus on their
restructuring efforts.

In their petition, the Debtors listed $10,000,001 to $50,000,000
in assets and $500,000,001 to $1,000,000,000 in debts.  As of
October 31, 2009, the Debtors had $374,484,559 in total assets
against $612,233,705 in total liabilities.


ULTIMATE ESCAPES: To Remain Listed on NYSE Amex
------------------------------------------------
Ultimate Escapes, Inc. provided an update on the status of its
listing on the NYSE Amex LLC.  As previously announced, following
the closing of the Company's acquisition of Ultimate Escapes
Holdings, LLC (the "merger"), the Company was notified by the
Exchange that it failed to satisfy the Exchange's original listing
standards.  As a result of the Company's non-compliance, the
Exchange advised the Company that its securities were subject to
delisting unless the Company requested a hearing before a Listing
Qualifications Panel of the Exchange's Committee on Securities
(the "Panel").  Accordingly, the Company requested a hearing and
appeared before the Panel on January 28, 2010.  At the hearing,
the Company conceded that it did not satisfy all applicable
original listing criteria as it was required to do upon completion
of the merger.  Notwithstanding, the Company advised the Panel
that it has filed a registration statement with the U.S.
Securities and Exchange Commission on Form S-1, for a secondary
public offering that the Company expects will, if completed,
enable it to satisfy all applicable original listing criteria.

On February 2, 2010, the Panel issued its decision.  In sum, the
Panel determined that the Exchange Staff should continue with the
"delisting procedures without prejudice to the Company going
through the initial listings process once it has definitively met
the initial listings criteria."  Following the issuance of the
Panel's decision, the Exchange Staff advised the Company that the
suspension would take effect on February 17, 2010, unless the
Company completes the planned public offering and demonstrates
compliance with the applicable listing requirements.  In
furtherance of this process, on February 4, 2010, the Exchange
Staff notified the Company that the Exchange had cleared the
Company to file an Original Listing Application (which the Company
filed with the Exchange on February 5, 2010), thus facilitating
the Company's continued listing on the Exchange, provided the
Company successfully completes its planned public offering on or
before February 16, 2010, and thereby demonstrates compliance with
all applicable original listing criteria.  Accordingly, the
Company's securities will remain listed on the Exchange pending
the completion of the planned public offering on or before
February 16, 2010.

                      About Ultimate Escapes

Founded in 2004, Ultimate Escapes is the largest luxury
destination club as measured by number of club destinations, and
the second-largest destination club as measured by number of
members.  Ultimate Escapes offers club members flexible access to
a growing collection of hundreds of multi-million dollar private
residences and luxury hotels in more than 150 global club and
affiliate destinations.  Locations range from chic urban
apartments to charming beach cottages, spacious five-bedroom homes
to an 80-foot private yacht.  Each trip is coordinated by
experienced, knowledgeable staff, trained to handle every vacation
details.


UPSNAP INC: October 31 Balance Sheet Upside-Down by $198,500
------------------------------------------------------------
UpSnap, Inc.'s consolidated balance sheet at October 31, 2009,
showed $3,261,353 in total assets and $3,459,871 in total
liabilities, resulting in a $198,518 shareholders' deficit.

At October 31, 2009, the Company had a working capital deficit of
$1,866,396, comprised of accounts receivable, net of $638,673,
deposits/holdback of $43,531 and inventory of $911,271 less
payables and accrued liabilities of $1,027,864, customer deposits
of $340,412, short term loans of $326,559; current portion of
notes payable of $1,634,704 and current portion of shareholder
notes payable of $131,582.

The Company reported a net loss of $112,019 for the three months
ended October 31, 2009, compared to net income of $33,361 for the
three months ended October 31, 2008.

Revenues for the three months ended October 31, 2009, were
$1,728,864 compared to revenues for the three months ended
October 31, 2008 of $2,238,649.  The decrease in revenues of
$509,785 is principally attributable to a decline in residential
homebuilding for the current quarter offset by an increase in
modular construction for the current quarter versus the same
period in 2008.

For the nine month period ended October 31, 2009, the Company had
net loss of $1,070,348 on sales of $3,480,510, compared to a net
loss of $532,180 on sales of $4,278,661 for the comparable period
of the previous fiscal year.

A full-text copy of the Company's quarterly report on Form 10-Q is
available for free at http://researcharchives.com/t/s?514f

                     Going Concern Uncertainty

The Company had a net loss of $1,070,348 for the nine months
ended October 31, 2009.  During the years ended January 31, 2009,
and 2008, the Company had a net loss of $935,916 and $104,735
respectively.  The Company had an accumulated deficit of
$2,728,880 at October 31, 2009.

"Management believes that actions presently being taken to secure
profitable construction contracts, raise equity capital, seek
strategic relationships and alliances, and pursue strategic
acquisitions to generate positive cash flow provide the means for
the Company to continue as a going concern.  The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty."

                        About UpSnap Inc.

Headquartered in Lethbridge, Canada, UpSnap Inc. (OTC BB: UPSN)
manufactures and builds homes and modular sites principally in
Alberta and Saskatchewan.  It builds on-site conventional homes;
ready-to-move homes; and modular camp sites for the oil mining
industry.


USADOS TRUCK PARTS: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: USADOS Truck Parts & Equipment, Inc.
        c/o Robert C. Vilt
        5177 Richmond Avenue, St. 1230
        Houston, TX 77056

Bankruptcy Case No.: 10-31131

Chapter 11 Petition Date: February 8, 2010

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

Judge: Karen K. Brown

Debtor's Counsel: Robert C. Vilt, Esq.
                  Vilt & Asoc
                  5177 Richmond Ave, Ste 1250
                  Houston, TX 77056
                  Tel: (713) 840-7570
                  Fax: (713) 877-1827
                  Email: cvilt@sbcglobal.net

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

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

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

             http://bankrupt.com/misc/txsb10-31131.pdf

The petition was signed by Ruben Duran, president of the company.


VALIDUS HOLDINGS: Moody's Assigns 'Ba1' Preferred Stock Rating
--------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings
(provisional senior unsecured debt at (P)Baa2) to the existing
multi-seniority shelf registration of Validus Holdings, Ltd.  The
shelf was filed on August 7, 2008, and includes various classes of
debt, preferred stock, common stock and warrants which Validus
Holdings may offer and sell from time to time.

These provisional ratings have been assigned with a stable
outlook:

* Validus Holdings, Ltd. -- senior unsecured debt at (P)Baa2,
  subordinated and junior subordinated debt at (P)Baa3, preferred
  stock at (P)Ba1.

Validus Holdings, Ltd. is a provider of reinsurance and insurance,
conducting its operations worldwide through two wholly-owned
subsidiaries, Validus Reinsurance, Ltd. and Talbot Holdings Ltd.
Validus Re is a Bermuda based reinsurer focused on short-tail
lines of reinsurance.  Talbot is the Bermuda parent of the
specialty insurance group primarily operating within the Lloyd's
insurance market through Syndicate 1183.  For the first nine
months of 2009, the company reported net income of $732 million,
gross premiums written of $1,366 million and shareholders' equity
of $3,966 million as of 9/30/2009.

The last rating action was on January 20, 2010, when Moody's rated
Validus' 30-year, 8.875% senior notes at Baa2.

Moody's insurance financial strength ratings are opinions about
the ability of insurance companies to punctually pay senior
policyholder claims and obligations.


VITESSE SEMICONDUCTOR: VP Michael Green Resigns from Post
---------------------------------------------------------
Michael B. Green, Vice President, General Counsel and Secretary of
Vitesse Semiconductor Corporation, said he is resigning from the
Company effective Feb. 5, 2010.

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of high-performance,
cost-competitive semiconductor solutions for Carrier and
Enterprise networks worldwide.  Engineering excellence and
dedicated customer service distinguish Vitesse as an industry
leader in Gigabit Ethernet, Ethernet-over-SONET, Optical
Transport, and other applications.

Vitesse had total assets of $107,636,000 against total debts of
$160,101,000 as of June 30, 2009.

Vitesse entered into debt restructuring agreements in October 2009
with its major creditors, which allow the Company to satisfy its
creditors by converting most of its debt into new common stock,
preferred stock and new convertible debentures.  Vitesse is
seeking stockholder approval to increase the number of authorized
shares of the Company's common stock from 500,000,000 to
5,000,000,000 in conjunction with the debt restructuring
agreements.  The Company has warned if stockholders do not approve
the proposal to authorize the Company to issue more shares by
February 15, 2010, it will face a 1.0% per month interest charge
on the New Debentures (at a cost of about $500,000 per month)
beginning on February 16, 2010 and continuing until the increase
in the authorized shares is approved.  In addition, the holders of
the New Debentures will have the right to demand repayment of the
principal amount of the debt, plus potentially certain make-whole
interest payments representing interest that would have been
earned if the bonds had not been converted early.  The Company
could potentially be forced to file for protection from creditors
under Chapter 11 of the U.S. Bankruptcy Code.


WORLDSPACE INC: Hearing on DIP Loan Maturity Set for February 16
----------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware authorized, on an interim basis, Worldspace
Inc., et al., to extend, modify and increase their debtor-in-
possession financing pursuant to the senior secured super priority
priming DIP credit agreement, dated as of November 5, 2008, with a
syndicate of financial institutions including Citadel Energy
Holdings LLC, Highbridge International LLC, OZ Master Fund Ltd.,
and AG Offshore Convertibles Ltd.

A final hearing on the Debtors' DIP loan maturity extension is set
for February 16, 2010, at 11:30 a.m. prevailing Eastern Time
before the Hon. Peter J. Walsh, at the U.S. Bankruptcy Court,
824 Market Street, 6th Floor, Courtroom No. 2, Wilmington,
Delaware.  Objections, if any, are due on February 9, 2010, at
4:00 p.m. (E.T.)

The Debtors are negotiating a strategic transaction with their DIP
financing provider, Liberty Satellite Radio, Inc.  The Debtor
would use the money to pay certain critical expenses and conclude
negotiations.

Liberty has agreed to provide up to $1 million in additional
funding to enable the Debtors to, among other things, meet their
payroll obligations.  Liberty is the only available source of
financing for the Debtors, and is wiling to fund the Debtors'
operating expenses.

WorldSpace, Inc. (WRSPQ.PK) -- http://www.1worldspace.com/--
provides satellite-based radio and data broadcasting services to
paying subscribers in 10 countries throughout Europe, India, the
Middle East, and Africa.  1worldspace(TM) satellites cover two-
thirds of the earth and enable the Company to offer a wide range
of services for enterprises and governments globally, including
distance learning, alert delivery, data delivery, and disaster
readiness and response systems.  1worldspace(TM) is a pioneer of
satellite-based digital radio services.

The Debtors and their affiliates operate two geostationary
satellites, AfriStar and Asia Star, which are in orbit over Africa
and Asia.  The Debtor and two of its affiliates filed for Chapter
11 bankruptcy protection on October 17, 2008 (Bankr. D. Del., Case
No. 08-12412 - 08-12414).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones, LLP, represent the Debtors as counsel.  Neil Raymond
Lapinski, Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at
Elliot Greenleaf, represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for bankruptcy, they listed
total assets of $307,382,000 and total debts of $2,122,904,000.


WORLDSPACE INC: Wants Ch. 11 Plan Filing Extended Until April 17
----------------------------------------------------------------
Worldspace Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend their exclusive periods to file a
Chapter 11 plan and solicit acceptances of that plan until
April 17, 2010, and June 17, 2010, respectively.

This is the Debtors' third request for an extension in their
exclusive periods.  Absent the extension, the Debtors' exclusive
period to file a plan expired on January 31, 2010, and their
solicitation period will expire on April 1, 2010.

The Debtors propose a hearing on their exclusive periods extnesion
on March 18, 2010, at 11:30 a.m. (prevailng Eastern Time.)
Objections, if any, are due on March 11, 2010 at 4:00 p.m. (E.T.)

WorldSpace, Inc. (WRSPQ.PK) -- http://www.1worldspace.com/--
provides satellite-based radio and data broadcasting services to
paying subscribers in 10 countries throughout Europe, India, the
Middle East, and Africa.  1worldspace(TM) satellites cover two-
thirds of the earth and enable the Company to offer a wide range
of services for enterprises and governments globally, including
distance learning, alert delivery, data delivery, and disaster
readiness and response systems.  1worldspace(TM) is a pioneer of
satellite-based digital radio services.

The Debtors and their affiliates operate two geostationary
satellites, AfriStar and Asia Star, which are in orbit over Africa
and Asia.  The Debtor and two of its affiliates filed for Chapter
11 bankruptcy protection on October 17, 2008 (Bankr. D. Del., Case
No. 08-12412 - 08-12414).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones, LLP, represent the Debtors as counsel.  Neil Raymond
Lapinski, Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at
Elliot Greenleaf, represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for bankruptcy, they listed
total assets of $307,382,000 and total debts of $2,122,904,000.


WYNNEWOOD REFINING: Moody's Affirms 'B2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Wynnewood Refining Company's
ratings and changed the rating outlook to negative from stable.
Ratings affirmed include its B2 Corporate Family Rating, B3
Probability of Default Rating, and B2 (LGD3, 39%) rated
$110 million term loan due 2014, guaranteed by Gary-Williams
Energy Corporation.

The negative outlook reflects weaker than anticipated operating
performance as a result of down-cycle conditions more severe than
initially expected when the rating was first assigned, and the
risk that if weak refining sector conditions persist over the near
term, Wynnewood's leverage and liquidity profile would be
incompatible with its current rating level.  Moody's are also
concerned that the company faces compliance issues with its
financial covenants in its bank credit facilities and will need to
renegotiate its covenants in order to maintain access to these
facilities over the near-term.

The ratings may be downgraded if refining margins do not
sufficiently recover for Wynnewood to generate a meaningful amount
of positive free cash flow during the seasonally stronger second
and third quarters of 2010.  Improvement in Wynnewood's earnings
over the near term will primarily be a function of its ability to
keep unit cash operating costs sufficiently low, which Moody's
note have improved from historical levels, a recovery in diesel
demand, and favorable crude oil and product price differentials in
the Mid-Continent region, which have narrowed versus historical
levels.

The ratings could also be pressured should weak earnings increase
cash borrowing needs and leverage, or from significantly increased
letter of credit needs.  Though Wynnewood benefits from a diverse
crude supply from over 50 suppliers, it relies on uncommitted
supplier's credit for a substantial portion of its crude purchases
and a sharp change in crude prices or in terms could strain its
liquidity profile.  In addition, during 2010, the company has
required capital spending of approximately $26 million in order to
meet low sulfur fuel requirements for gasoline and $11 million in
debt amortization, which while not large numbers in an absolute
sense, do limit the company's degree of financial flexibility
during the industry downturn.

The ratings are supported by the Wynnewood's relatively low debt
levels and management's long history in the refining sector,
although its track record at the refinery's current scale is still
developing.  The ratings also reflect the company's numerous crude
oil sourcing logistics, the refinery's ability to run up to 40%
sour crude, and favorable refined product take-away logistics.

The last rating action for Wynnewood Refining Company was on
July 9, 2009, when Moody's first assigned the ratings.

Wynnewood Refining Company, a wholly owned subsidiary of Gary-
Williams Energy Corporation, is a private independent refining and
marketing company headquartered in Denver, Colorado.


ZALE CORP: Analysts Suggest Sale of Kiosk, IP Assets to Raise Cash
------------------------------------------------------------------
According to The Deal.com's Sara Behunek, analysts said Zale Corp.
could sell pieces of its business to raise cash.

The Deal.com relates Michael O'Hara, CEO at Consensus Advisors,
said Zale could consider putting up for sale its mall kiosk
business, Gordon Jewelers chain or Canadian operations.  Mr.
O'Hara, according to The Deal, said certain private equity
investors and some industry investors have voiced interest in
investing in Zales.  The Deal relates Zale's 683 kiosks, which
operate primarily under the name Piercing Pagoda and target
younger consumers with entry-level prices, posted an operating
income of $2.5 million for fiscal year 2009, the only place where
Zale was net positive besides its small insurance business.

The Deal.com also notes Streambank LLC IP specialist Gabe Freid
said in the event of a bankruptcy, Zale's intellectual property --
which could include trademarks, customer lists and transaction
history -- may also generate interest, particularly from foreign
buyers.

According to The Deal.com, analysts said bankruptcy looms for Zale
if it fails to restructure its debt and put in place a solid
merchandising strategy.  The Deal.com points to these signs that
Zale is on the brink:

     -- Zale reported same-store sales for November-December
        fell 12%;

     -- Zale lost $57.6 million for its first quarter, ended
        October 31, and for its 2009 fiscal year, which ended
        July 31;

     -- Zale posted a net loss of $190 million on total revenue of
        $1.8 billion, down from $2.1 billion the year earlier;

     -- The Wall Street Journal has reported that Zale has asked
        vendors to buy back unsold merchandise at full price;

     -- The company's top three officers resigned last month.

As reported by the Troubled Company Reporter on January 26, 2010,
Cathy Hershcopf, Esq., at Cooley Godward Kronish LLP, told The
Deal's Maria Woehr in an interview that there will be retailers
that cannot possibly survive due a lack of consumer confidence.
With regard to Zales, Ms. Hershcopf said, "I don't know how it
continues to survive when so many of its prior customers are not
working."

As reported by the TCR on August 7, 2009, Zale closed 118
underperforming retail locations during the fiscal fourth quarter
ended July 31, 2009.  The Company closed a total of 191
underperforming locations during fiscal year 2009, of which 160
were retail stores and 31 were kiosks.  In addition to the
closures, the Company entered into agreements in principle on
certain of its remaining retail locations, which would result in a
reduction in aggregate rental obligations commencing in fiscal
year 2010.  Following the closures, the Company operates 1,931
retail locations, according to the TCR report.

Neal Goldberg, Zale's Chief Executive Officer and member of the
Board of Directors; William Acevedo, Chief Stores Officer; and
Mary Kwan, Chief Merchandising Officer, resigned on January 13,
2010.  The Board has appointed Theo Killion, President, to the
additional role of Interim Chief Executive Officer.

The Deal.com says Zale has a roughly $250 million business in
Canada, and in 2009 its stores there -- Peoples Jewellers and
Mappins Jewellers -- boasted 2007- and 2006-level sales. In 2008
revenue was even higher, at $322 million, because inventory that
wasn't being moved in the U.S. was shipped to the Canadian stores.

The Deal.com also points out Zale has a savvy investor in former
SEC chairman Richard Breeden, who sits on the company's board and
whose Breeden Capital Management owns nearly 30% of Zale's stock.

                      About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale's brands include
Zales Jewelers, Zales Outlet, Gordon's Jewelers, Peoples
Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale also
operates online at www.zales.com , www.zalesoutlet.com and
www.gordonsjewelers.com


* U.S. High-Yield Default Rate Fell to 10.7% in January, S&P Says
-----------------------------------------------------------------
The default rate for U.S. high-yield, high-risk debt fell to 10.7%
in January, Standard & Poor's said in a report, according to
Bloomberg News.  The rate, a lagging indicator of the overall
economy, declined from 10.9% at the end of 2009, analysts led by
Diane Vazza in New York said in a report. "Credit metrics in the
U.S. are showing the first indications of strengthening credit
quality, as well as stronger lending conditions and signs of life
among speculative-grade new issuance," the analysts wrote.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Feb. 21-23, 2010
  INSOL
     International Annual Regional Conference
        Madinat Jumeirah, Dubai, UAE
           Contact: 44-0-20-7929-6679 or http://www.insol.org/

Apr. 20-22, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     Sheraton New York Hotel and Towers, New York City
        Contact: http://www.turnaround.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 29-May 2, 2010
  THE COMMERICAL LAW LEAGUE OF AMERICA
     Midwestern Meeting & National Convention
        Westin Michigan Avenue, Chicago, Ill.
           Contact: 1-312-781-2000 or http://www.clla.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/



The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: January 31, 2010



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission ***