TCR_Public/100211.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, February 11, 2010, Vol. 14, No. 41

                            Headlines

2000 ST JAMES: Section 341(a) Meeting Scheduled for March 4
2715 N MILWAUKEE: Bar Date Order Effective on Date Docketed
ABITIBIBOWATER INC: JPMorgan No Longer Has Equity Stake
ACCESS PHARMACEUTICAL: Inks Employment Deal with David Nowotnik
ACUMENT GLOBAL: S&P Affirms Corporate Credit Rating at 'CCC+'

ADVANTA CORP: Dimensional Fund Owns 3.04% of Class A Common Stock
ADVANTA CORP: Dimensional Fund Owns 2.74% of Class B Common Stock
AEROTHRUST CORP: PNC Bank Cash Use Requires Assets Sales
AFFILIATED MEDIA: To Adopt Web Fee Model Similar to NY Times
AGE REFINING: Files for Chapter 11 After JPM Stopped L/Cs

AGT CRUNCH: Says Proposed Plan Only Way to Avoid Chapter 7
ALDA PHARMACEUTICALS: Named as Part of 2010 TSX Venture 50
ALDA PHARMACEUTICALS: Posts $337,750 Net Loss in Dec. Quarter
ALERIS INTERNATIONAL: Backstop Agreement Set for March 13 Hearing
ALLEN CAPITAL: Blames Recession for Project Woes

AMERICAN CABLE: Voluntary Chapter 11 Case Summary
AMERICAN FAMILY: Court Converts Case to Chapter 7 Liquidation
AMERICAN INT'L: Names JPMorgan's Peter Hancock as EVP-Finance
AMERICAN INT'L: Revises Annual Incentive Pay Plan
ANTHONY TRUJILLO: Case Summary & 12 Largest Unsecured Creditors

ARMANDO MANZANO: Voluntary Chapter 11 Case Summary
AVENTINE RENEWABLE: Vanguard Group Files Amendment No. 1 to SC 13G
AVISTAR COMMUNICATIONS: Awards Anton Rodde for Sale of IP Assets
BEAR STEARNS: RaceTrac Petroleum Wins $3.4 Mil. Arbitration Award
BLACK CROW: Hearing on GECC Bid to Dismiss Case on Feb. 18

BT GEORGIA AVENUE: Case Summary & 4 Largest Unsecured Creditors
CANWEST GLOBAL: Two Groups May Bid on 46 Newspapers
CATALYST PAPER: Exchange Bid Has Less Takers, Expires Friday
CCS MEDICAL: Creditors to Vote on Reorganization Plan
CHAMPION ENTERPRISES: Gets Nod to Conduct March 2 Auction

CHAMPION ENTERPRISES: Court Okays Third Amendment to DIP Agreement
CHAPARRAL ENERGY: Moody's Upgrades Corp. Family Rating to 'Caa2'
CHAPARRAL ENERGY: S&P Puts 'CCC+' Rating on CreditWatch Positive
CHARTER COMMUNICATIONS: Judge Bars Shareholders from Suing Allen
CHATTEM INC: Moody's Confirms Corporate Family Rating at 'Ba3'

CHEMTURA CORP: Gets Nod for $450-Mil. Replacement Facility
CHRYSLER LLC: BofA Wants Lift Stay to Enforce Deed Rights
CHRYSLER LLC: Dollar Rent Allowed to Inspect Vehicles
CHRYSLER LLC: Files Report on Non-Debtor Entities
CHRYSLER LLC: Has Estimation Agreement With JPMorgan

CHRYSLER LLC: Kozich Wants Rehearing on Plan Outline
CINCINNATI BELL: Inks Amended Employment Contract of CEO Cassidy
CITADEL BROADCASTING: Files Chapter 11 Plan of Reorganization
CITADEL BROADCASTING: Files Schedules of Assets & Liabilities
CITADEL BROADCASTING: Files Statement of Financial Affairs

CITIGROUP INC: S&P Gives Negative Outlook; Raises Ratings to 'BB-'
CLARK RIDGE LLC: Voluntary Chapter 11 Case Summary
CLST HOLDINGS: To File Certificate of Dissolution
CONSECO INC: Doreen Wright Not Running for Board Seat in May 2010
CORPORACION VENEZOLANA: Defaulted on Sidor Payments, Says Ternium

CONEXANT SYSTEMS: Amends Data in Annual Report on Form 10-K
CONEXANT SYSTEMS: Balance Sheet Upside-Down by $66.6MM at Jan. 1
CONEXANT SYSTEMS: Won't Enter New Amended Deals With Officers
COOPER-STANDARD: Proposes to Pay BofA's Fees
C.W. MINING: 10th Cir. Says Coal Mining Lease Didn't Terminate

DBL HOLDINGS: Case Summary & 3 Largest Unsecured Creditors
DELTA AIR: Wants to Pursue Litigation Against Mesa Air
DIAMOND BAY: Court Denies Dismissal of Chapter 11 Case
EAU TECHNOLOGIES: Amends Employment Agreement of Wade Bradley
ERNIE LEE JACOBSEN: Court Sets Asset Sale Hearing for February 19

FAIRPOINT COMMS: Names R. Allieri as Chief Strategy Officer
FAIRPOINT COMMS: Settles With Maine Regulators Over Rebates
FANNIE MAE :U.S. to Continue to Carry Out Mortgage Relief Programs
FIRST METALS: Sells Assets; Chief Financial Officer Resigns
FLEETWOOD ENTERPRISES: BofA Consents to Cash Use Until April 30

FORBES ENERGY: S&P Downgrades Corporate Credit Rating to 'CCC'
FORD MOTOR: To Make Bigger Changes in Models' Midlife
FOUNTAIN VILLAGE: Can Continue Using M&T's Cash Collateral
FOUNTAIN VILLAGE: Gets Final OK to Use Evergreen's Cash Collateral
FREESCALE SEMICON: Lenders Want Appellate Court to Stay Proceeding

GARY MAZAN: Case Summary & 7 Largest Unsecured Creditors
GARY ZARS: Case Summary & 19 Largest Unsecured Creditors
GATEWAY ETHANOL: Wants to Propose Chapter 11 Plan Until April 5
GEMCRAFT HOMES: Wants Plan Filing Period Extended Until May 8
GENERAL GROWTH: Is Not in Active Negotiations with Simon Property

GENERAL MOTORS: Dealers Seek Arbitration on Shutdown Appeal
GENERAL MOTORS: Germany Wants GM to Boost Opel Contribution
GENERAL MOTORS: Salaried Retirees Lament Change in Benefits
GLEN MURRAY BAKER: Voluntary Chapter 11 Case Summary
GLOBAL ENERGY: U.S. Trustee Appoints 3-Member Creditors Committee

GLOBAL TEL*LINK: S&P Affirms Corporate Credit Rating at 'B'
GREDE FOUNDRIES: Gets $60 Million Financing from Bank of America
GSI GROUP: Court OKs Stipulation to Hasten Plan Confirmation
GSI GROUP: Files Schedules of Assets and Liabilities
GTEL HOLDINGS: Moody's Assigns Corporate Family Rating at 'B2'

HANSEN'S DAIRY: Temporarily Closes Store in Allouez
HARRISBURG, PENNSYLVANIA: To Default on $2MM Payment in March
HAYES LEMMERZ: Dimensional Fund Stake Down to 439 Shares
HOLLEY PERFORMANCE: May Propose Chapter 11 Plan Until April 26
INDUSTRY WEST: Has Access to Rental Income Until April 30

JOHN LIMM: Case Summary & 12 Largest Unsecured Creditors
JOSEPH NEVAREZ: Case Summary & 20 Largest Unsecured Creditors
K-V PHARMACEUTICAL: Sees Going Concern Doubt from Auditor
KLCG PROPERTY: KeyLime Cove Water Park Set for March 16 Auction
LEHMAN BROTHERS: To Divest 12 Asian Investments as Prices Rise

LEWIS EQUIPMENT: Examiner Says Trustee Not Necessary
LODGIAN INC: Dimensional Fund Owns 9.38% of Common Stock
LOUISIANA FILM: Federal Judge Approves Liquidation of Assets
LUCY BROWNE'S: Files for Chapter 11 Bankruptcy in New Orleans
MAGNA ENTERTAINMENT: Faces Suit to Recover Wagering Proceeds

MAGNA ENTERTAINMENT: Seeks April 30 Extension of Exclusive Periods
MALIBU ASSOCIATES: Claims Bar Date Set 35 Days After January 26
MAQSOOD MIR: Case Summary & 15 Largest Unsecured Creditors
MARK GINSBURG: Case Summary & 16 Largest Unsecured Creditors
MEDAFOR INC: CryoLife Sends Letter to Firm's Shareholders

MESA AIR: Delta Air Wants Lift Stay to Pursue Litigation
MESA AIR: Sec. 341 Creditors' Meeting Set for February 26
MESA AIR: Seeks to Access Letter of Credit of Up to $15 Mil.
MGM MIRAGE: Wants to Extend Maturity of $5 Bil. Facility to 2014
MISSOURI FARMS: Case Summary & 20 Largest Unsecured Creditors

MONEY TREE: December 25 Balance Sheet Upside-Down by $27.8 Million
NEXSTAR BROADCASTING: Board Names Tomer Yosef-Or as Board member
NJDV HOSPITALITY: Wants Court to Dismiss Chapter 11 Case
NORTEL NETWORKS: CCS Taps Staff to Support Avaya Partnership
NORTEL NETWORKS: LG-Nortel, Acton to Launch JV in N. America

NORTEL NETWORKS: Sold 2.2% Stake in Sasken Communications
NORTEL NETWORKS: Ontario to Partially Guaranty Pensions
NUVOX INC: S&P Withdraws 'B' Corporate Credit Rating
OPUS EAST: Trustee Proposes MS&A as Accountants
OPUS EAST: Vollers Wants Rule 2004 Exam on Debtors

OPUS SOUTH: Two Cases Converted to Chapter 7 Liquidation
OTTER TAIL: U.S. Trustee Fails to Form Creditors Committee
OTTER TAIL: Wants Access to Lenders Cash Collateral Until May 31
PACIFIC LIFESTYLE: Court OKs Properties Sale to BofA for $912,000
PAGANINI FOODS: Files for Chapter 11 Bankruptcy in New Jersey

PARK AT BRIARCLIFF: Court Extends Schedules Filing Until March 1
PARK AT BRIARCLIFF: Files List of 14 Largest Unsecured Creditors
PARK AT BRIARCLIFF: Section 341(a) Meeting Scheduled for March 4
PENTON MEDIA: Files for Chapter 11 with Pre-Packaged Plan
PHILADELPHIA ORCHESTRA: Has Raised $8-Mil. in Emergency Fund

PINNACLE ENTERTAINMENT: S&P Gives Neg. Outlook; Keeps 'B+' Rating
PAETEC HOLDING: BlackRock, Wells Fargo Report Equity Stake
RAINING SUN: Case Summary & 10 Largest Unsecured Creditors
RJ YORK: Section 341(a) Meeting Scheduled for March 2
RONSON CORPORATION: Extends Forbearance Agreement Until Feb. 19

ROTHSTEIN ROSENFELDT: Law Partner Sued for $1.2 Million
RUBICON US: Noteholders Want to File Own Plan
SEALY CORP: Franklin Resources Reports 8.3% Equity Stake
SHALAN ENTERPRISES: Cash Collateral Hearing Continues on April 27
SLA YORK HOUSE: Case Summary & 2 Largest Unsecured Creditors

SMURFIT-STONE: $1.2 Billion Term Loan Said to Rise in Trading
SPANSION INC: Judge Carey Confirms Selection of Mediator
SPANSION INC: Proposes to Quash Spansion Japan Subpoena
SPANSION INC: Spansion Japan, et al., Object to Plan Confirmation
SPANSION INC: Wants Exclusive Solicitation Period Until March 8

SPANSION INC: Wants to Estimate Contingent & Unliquidated Claims
STATE OF CALIFORNIA: Bankruptcy Filing Suggested
SUNSET SOW FARMS: Case Summary & 13 Largest Unsecured Creditors
TENET HEALTHCARE: BlackRock Reports 5.94% Equity Stake
TENET HEALTHCARE: Franklin Mutual Advisers Reports 10.7% Stake

TENET HEALTHCARE: Vanguard Group Reports 5.23% Stake
T.H.E.M. OF OHIO: Case Summary & 20 Largest Unsecured Creditors
THORNBURG MORTGAGE: Securities Plaintiffs Oppose Sale Notice
TLC VISION: Court Enjoins Lenders from Blocking New Plan
TOPS HOLDING: Moody's Maintains 'B3' Rating on Senior Notes

TXCO RESOURCES: Dynamis Advisors Owns 9.9% of Common Stock
UAL CORP: Reports January 2010 Operational Performance
UNIVERSITY SHOPPES: Hearing for Case Dismissal Continued
VERTICAL VENTURES-WIGET: Case Summary & 9 Largest Unsec. Creditors
WABASH NATIONAL: Swings to $10-Mil. Profit in 4th Quarter

WARNER MUSIC: CEO Sees No Regulatory Barrier to EMI Tie-Up
WEGNER MOTOR: Files for Chapter 11 Bankruptcy in Milwaukee
WEGNER MOTOR SPORTS: Case Summary & 17 Largest Unsecured Creditors
WESTERN DAIRY: Files for Chapter 11 in Reno
XERIC OIL & GAS: Case Summary & 20 Largest Unsecured Creditors

XERIUM TECHNOLOGIES: Won't Extend Service Deal of Peter Williamson
ZALE CORP: BlackRock Reports 5.06% Equity Stake
ZALE CORP: Dimensional Fund Reports 8.98% Equity Stake
ZALE CORP: Franklin Resources Reports 16.4% Equity Stake
ZAYAT STABLES: First Third Bank Wants Trustee to Oversee Operation

* Bankrupt Companies' Execs Can't Count on D&O Help
* Moody's Expects Default Rate to Decline Sharply in 2010
* Paulson Says U.S. to Get Bailout Back From Banks
* Federal Judge Says Rules Needed to Bar Bankruptcy Failure Bets

* Greg Yates Joins Seyfarth Shaw's Bankr. Practice Group
* Bankrupt Companies' Execs Can't Count on D&O Help
* K&L Gates Hires Simmons Finance Expert in London

* Steptoe & Johnson LLP Partner Joins Seyfarth Shaw
* Winston & Strawn Boosts Restructuring, M&A Teams
* Prommis(R) Solutions Appoints New Vice President of Bankruptcy

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

                            *********

2000 ST JAMES: Section 341(a) Meeting Scheduled for March 4
-----------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of creditors
in 2000 St. James Place, L.P.'s Chapter 11 case on March 4, 2010,
at 1:00 p.m.  The meeting will be held at Suite 3401, 515 Rusk
Ave, Houston, TX 77002.

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

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

Houston, Texas-based 2000 St. James Place, L.P., filed for Chapter
11 bankruptcy protection on February 2, 2010 (Bankr. S.D. Tex.
Case No. 10-30993).  Adrian Stanley Baer, Esq., at Cordray Tomlin
PC, assists the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities in its petition.


2715 N MILWAUKEE: Bar Date Order Effective on Date Docketed
-----------------------------------------------------------
WestLaw reports that a bankruptcy judge in Illinois held that the
claims bar date order is tantamount to a judgment, and that is not
effective until it is properly docketed by the clerk of bankruptcy
court in accordance with Bankruptcy Rule 5003.  A Chapter 11
debtor's attachment of a copy of the claims bar date order when
filing proof of service of notice of the order did not result in
"entry" of the order on the court's docket with a notation
indicating the date of its entry, as required by Bankruptcy Rule
5003.  In re 2715 N. Milwaukee LLC, --- B.R. ----, 2010 WL 355517
(Bankr. N.D. Ill.).

2715 N. Milwaukee LLC sought Chapter 11 protection (Bankr. N.D.
Ill. Case No. 09-17543) on May 14, 2009, is represented by Gregory
J. Jordan, Esq., at Apostol, Kowal & Jordan, Ltd., in Chicago, and
estimated its assets at less than $10 million and debts at more
than $10 million at the time of the filing.


ABITIBIBOWATER INC: JPMorgan No Longer Has Equity Stake
-------------------------------------------------------
Steelhead Partners, LLC; James Michael Johnston; Brian Katz Klein
and The J.K. One Fund, L.P., informed the U.S. Securities and
Exchange Commission that as of January 29, 2010, they each own
and represent zero shares of AbitibiBowater Inc. common stock.

Steelhead, as the general partner of the One Fund and the general
partner or investment manager of those other client accounts, and
each of Messrs. Johnson and Klein, as the member-managers of
Steelhead, may be deemed to beneficially own the Securities held
by One Fund and other client accounts for the purposes of Rule
13d-3 of the Securities Exchange Act of 1934, insofar as they may
be deemed to have the power to direct the voting or disposition
of those Securities.

AbitibiBowater reported that it had 54,701,517 shares outstanding
as of October 30, 2009.

                    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).


ACCESS PHARMACEUTICAL: Inks Employment Deal with David Nowotnik
---------------------------------------------------------------
Access Pharmaceuticals Inc. entered into an employment agreement
with Dr. David Nowotnik, senior vice president for research and
development, pursuant to which they agreed to the terms and
conditions of Dr. Nowotnik's continued employment with Access.

Dr. Nowotnik will serve for a one-year term beginning on January
29, 2010 and ending on the first anniversary thereof or earlier
date on which Executive's employment terminates in accordance with
the terms of the Employment Agreement.  The expiration date is
automatically extended for additional one-year periods under
certain circumstances.

Dr. Nowotnik will receive a base salary of $290,000 per year and
is eligible to receive annual bonus compensation up to 30% of
Executive's base compensation.  In addition, Access agreed to
grant to Dr. Nowotnik options to purchase 200,000 shares of
Access' common stock, par value $0.01 per share, which are
exercisable at the closing price of Access' common stock on the
grant date and which vest ratably on the first, second and third
anniversaries of the grant date pursuant to Access' stock option
plan.

Previously, Access had entered into a transition services
agreement with Dr. Nowotnik, dated June 16, 2009, pursuant to
which Dr. Nowotnik agreed to remain an executive of Access with
significantly reduced cash compensation for a one-year period.
The terms and provisions of the Employment Agreement supersede
entirely the terms and provisions of the Transition Services
Agreement.

A full-text copy of the Employment Agreement is available for free
at http://ResearchArchives.com/t/s?51a4

                   About Access Pharmaceuticals

Access Pharmaceuticals, Inc., is an emerging biopharmaceutical
company focused on developing a range of pharmaceutical products
primarily based upon the Company's nanopolymer chemistry
technologies and other drug delivery technologies.  The Company
currently has one approved product, one product candidate at Phase
3 of clinical development, three product candidates in Phase 2 of
clinical development and other product candidates in pre-clinical
development.

At September 30, 2009, the Company had $2,705,000 in total assets
against $18,304,000 in total liabilities, resulting in $15,599,000
in stockholders' deficit.  As of September 30, 2009, the Company
had working capital deficit of $6,252,000.

As of September 30, 2009, the Company did not have enough capital
to achieve its long-term goals.  "A failure to obtain necessary
additional capital in the future could jeopardize our operations
and our ability to continue as a going concern," the Company said
in its quarterly report on Form 10-Q filed with the Securities and
Exchange Commission in November 2009.


ACUMENT GLOBAL: S&P Affirms Corporate Credit Rating at 'CCC+'
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'CCC+' corporate credit rating, on Acument Global Technologies
Inc. and removed them from CreditWatch with negative implications,
where S&P had placed them on March 19, 2009.  The outlook is
developing.

"The ratings affirmation on Troy, Michigan-based Acument Global
Technologies Inc. reflects stabilizing demand conditions in the
company's key markets and S&P's expectation that operating
performance should improve in 2010," said Standard & Poor's credit
analyst Gregoire Buet.  S&P believes that this should contribute
to diminishing pressure on the company's liquidity position.  "The
developing outlook reflects the potential for a higher rating if
operating performance and liquidity consistently improve, while
acknowledging that tight financial covenant requirements, volatile
free cash flow generation, and high leverage remain significant
risk factors," he continued.

S&P expects operating performance to improve in 2010, which should
lead to gradually declining financial leverage and position the
company to comply with its financial covenant requirements
throughout 2010 and into 2011.  S&P could raise the ratings if
Acument demonstrates that it can consistently generate positive
free cash flow, if its financial leverage (measured as adjusted
total debt to EBITDA) improves toward 7x, and if the company
maintains adequate prospective headroom over its financial
covenant requirements.  Conversely, S&P could lower the ratings if
Acument's liquidity position deteriorates (for example, amid
increasing risk of noncompliance with financial covenants), if
deleveraging is elusive, or if the company takes actions that S&P
would consider akin to a distressed restructuring.


ADVANTA CORP: Dimensional Fund Owns 3.04% of Class A Common Stock
-----------------------------------------------------------------
Dimensional Fund Advisors LP has filed with the Securities and
Exchange Commission Amendment No. 9 to its Schedule 13G which was
initially filed on February 2, 2001.

The CUSIP number of the common stock is 007942105.

Dimensional Fund Advisors LP disclosed that it may be deemed to
beneficially own shares of Advanta Corp.'s Class A common stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Dimensional Fund Advisors LP             438,672       3.04%

Dimensional Fund Advisors LP, an investment adviser registered
under Section 203 of the Investment Advisors Act of 1940,
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 (such investment companies, trusts and accounts,
collectively referred to as the "Funds").  In certain cases,
subsidiaries of Dimensional Fund Advisors LP may act as an adviser
or sub-adviser to certain Funds.  In its role as investment
advisor, sub-adviser and/or manager, neither Dimensional Fund
Advisors LP or its subsidiaries possess voting and/or investment
power over the securities of the Issuer that are owned by the
Funds, and may be deemed to be the beneficial owner of the shares
of the Issuer held by the Funds.  However, all securities reported
in this schedule are owned by the Funds.  Dimensional Fund and its
subsidiaries disclaim beneficial ownership of such securities.  In
addition, the filing of this Schedule 13G shall not be construed
as an admission that the reporting person or any of its affiliates
is the beneficial owner of any securities covered by this Schedule
13G for any other purposes than Section 13(d) of the Securities
Exchange Act of 1934.

A full-text copy of Dimensional Fund's amended Schedule 13G is
available for free at http://researcharchives.com/t/s?51f2

                      About Advanta Corp.

Advanta Corp. -- http://www.advanta.com/-- has had a 59-year
history of being a leading innovator in the financial services
industry and of providing great value to its stakeholders,
including its senior retail note holders and shareholders, prior
to the recent reversals.  It has also been a major civic and
charitable force in the communities in which it is based,
particularly in the Greater Philadelphia area.

The Federal Deposit Insurance Corporation placed significant
restrictions on the activities of Advanta Corp.'s Advanta Bank
Corp. following financial woes by the banking unit.

As of Sept. 30, 2009, the Company had $2,497,897,000 in assets
against total liabilities of $2,465,936,000 but the figures
included those of the banking units.

On November 8, 2009, Advanta Corp. filed for Chapter 11 (Bankr. D.
Del. Case No. 09-13931).  Attorneys at Weil, Gotshal & Manges LLP,
and Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Alvarez & Marsal serves as financial advisor.  The Garden City
Group, Inc., serves as claims agent.  The filing did not include
Advanta Bank.  The petition says that Advanta Corp.'s assets
totalled $363,000,000 while debts totalled $331,000,000 as of
Sept. 30, 2009.


ADVANTA CORP: Dimensional Fund Owns 2.74% of Class B Common Stock
-----------------------------------------------------------------
Dimensional Fund Advisors LP  has filed with the Securities and
Exchange Commission Amendment No. 10 to its Schedule 13G which was
initially filed on February 2, 2001.

The CUSIP number of the common stock is 007942204.

Dimensional Fund Advisors LP disclosed that it may be deemed to
beneficially own shares of Advanta Corp.'s Class B common stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Dimensional Fund Advisors LP             814,534       2.74%

Dimensional Fund Advisors LP, an investment adviser registered
under Section 203 of the Investment Advisors Act of 1940,
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 (such investment companies, trusts and accounts,
collectively referred to as the "Funds").  In certain cases,
subsidiaries of Dimensional Fund Advisors LP may act as an adviser
or sub-adviser to certain Funds.  In its role as investment
advisor, sub-adviser and/or manager, neither Dimensional Fund
Advisors LP or its subsidiaries possess voting and/or investment
power over the securities of the Issuer that are owned by the
Funds, and may be deemed to be the beneficial owner of the shares
of the Issuer held by the Funds.  However, all securities reported
in this schedule are owned by the Funds.  Dimensional Fund and its
subsidiaries disclaim beneficial ownership of such securities.  In
addition, the filing of this Schedule 13G shall not be construed
as an admission that the reporting person or any of its affiliates
is the beneficial owner of any securities covered by this Schedule
13G for any other purposes than Section 13(d) of the Securities
Exchange Act of 1934.

A full-text copy of Dimensional Fund's amended Schedule 13G is
available for free at http://researcharchives.com/t/s?51f3

                      About Advanta Corp.

Advanta Corp. -- http://www.advanta.com/-- has had a 59-year
history of being a leading innovator in the financial services
industry and of providing great value to its stakeholders,
including its senior retail note holders and shareholders, prior
to the recent reversals.  It has also been a major civic and
charitable force in the communities in which it is based,
particularly in the Greater Philadelphia area.

The Federal Deposit Insurance Corporation placed significant
restrictions on the activities of Advanta Corp.'s Advanta Bank
Corp. following financial woes by the banking unit.

As of Sept. 30, 2009, the Company had $2,497,897,000 in assets
against total liabilities of $2,465,936,000 but the figures
included those of the banking units.

On November 8, 2009, Advanta Corp. filed for Chapter 11 (Bankr. D.
Del. Case No. 09-13931).  Attorneys at Weil, Gotshal & Manges LLP,
and Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Alvarez & Marsal serves as financial advisor.  The Garden City
Group, Inc., serves as claims agent.  The filing did not include
Advanta Bank.  The petition says that Advanta Corp.'s assets
totalled $363,000,000 while debts totalled $331,000,000 as of
Sept. 30, 2009.


AEROTHRUST CORP: PNC Bank Cash Use Requires Assets Sales
--------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware, in a final order, authorized AeroThrust
Corporation and AeroThrust Engine Leasing Holding Company, LLC, to
use the cash collateral of PNC Bank, N.A. until 11:59 p.m.
(Eastern Standard Time) on March 29, 2010.

A further hearing on the Debtors' continued use of the cash
collateral will be held on March 1, 2010, at 9:30 a.m., before
Judge Walsh at the U.S. Bankruptcy Court, 824 Market Street, 6th
Floor, Wilmington Delaware, provided that, if the senior agent
consents in writing to use of cash collateral after March 7, 2010,
the hearing will be automatically continued to March 19, 2010, at
10:30 a.m.  Objections, if any, to cash collateral use after
March 29, 2010, are due on March 17, 2010, at 10:00 a.m.

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

The Debtors are allowed to exceed the total budgeted expense
amount by $700,000 in total, except that non-materials and
subcontractors expenses won't exceed $200,000 during the period
that the Court's order is in effect.  On each Thursday occurring
during the period between now and the Expiration Date, the Debtors
will deliver a reconciliation of the prior week's cash usage
showing variance from the projected budget.

In exchange for using the cash collateral, the Debtors will grant
PNC Bank with a combination of replacement liens on all cash
collateral created post-petition in an amount equal to the amount
of cash collateral consumed, as well as post-petition payments of
interest at the non-default rate of interest on the obligations to
PNC Bank and through the substantial equity cushion that the
Debtors believe exists.

The Debtors promise to provide the lenders weekly borrowing base
report in the same fashion and on the same dates as delivered to
PNC Bank prior to the petition date.

The Debtors' use of cash collateral is also dependent on:

   -- filing on or before February 22, 2010, a motion to sell all
      or substantially all of their assets; and

   -- Court's approval on or before March 12, 2010, of the bidding
      procedures for the motion.

Miami, Florida-based AeroThrust Corporation provides engine
repair, maintenance and overhaul of the CFM56 and JT8D engines.
The Company filed for Chapter 11 bankruptcy protection on
December 27, 2009 (Bankr. D. Del. Case No. 09-14541).  Its
affiliate, AeroThrust Engine Leasing Holding Company, LLC, also
filed a Chapter 11 bankruptcy petition.  Thomas F. Driscoll, III,
Esq., at Bifferato LLC, assists the Debtors in their restructuring
efforts.  AeroThrust Corporation listed $50,000,001 to
$100,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


AFFILIATED MEDIA: To Adopt Web Fee Model Similar to NY Times
------------------------------------------------------------
Greg Bensinger at Bloomberg News reports that MediaNews Group Inc.
will start charging a fee for some articles on two of its
newspapers' Web sites in May, adopting a pay system similar to
that announced by the New York Times last month.  According to the
report, the newspapers in York, Pennsylvania, and Chico,
California, will give users free access to as many as 25 "premium"
articles monthly, after which they'll have to pay an undetermined
fee unless they subscribe to the print newspapers, said MediaNews
President Joseph Lodovic.

                         The Prepack Plan

Affiliated Media, Inc., has filed with the U.S. Bankruptcy Court
for the District of Delaware its prepackaged Chapter 11 plan of
reorganization and disclosure statement.

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

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

                     About Affiliated Media

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

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

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

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


AGE REFINING: Files for Chapter 11 After JPM Stopped L/Cs
---------------------------------------------------------
Age Refining Inc. filed for Chapter 11 bankruptcy protection in
San Antonio, Texas.

The petition says that assets range from $10,000,001 to
$50,000,000 while debts range from $100,000,001 to $500,000,000.
According to Bloomberg News, Age Refining owes $29.6 million on
construction loan where JPMorgan Chase Bank NA serves as agent.
The Company also owes on second-lien debt for $10 million.  It
also owes suppliers of crude oil $22 million, and an additional
$6.3 million to suppliers.

JPM is agent for an undrawn $50 million revolving credit.  Letters
of credit totaling $26.6 million were undrawn when the Chapter 11
petition was filed.

Bill Rochelle at Bloomberg reports that Age Refining said in a
court filing that bankruptcy became necessary when JPMorgan Chase
refused to issue more letters of credit.  Without the security
granted by letters of credit, suppliers wouldn't provide crude,
Age said.

The Chapter 11 case is to be funded with a $35 million revolving
credit supplied by the existing revolver lenders.

AGE Refining, based in San Antonio, Texas, manufactures, refines
and markets jet fuels, diesel products, solvents and other highly
specialized fuels.  Its 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.

Age Refining filed for Chapter 11 on February 8, 2010 (Bankr. W.D.
Tex. Case No. 10-50501).   Attorneys at Cox Smith Matthews Inc.,
represents the Debtor in its Chapter 11 effort.


AGT CRUNCH: Says Proposed Plan Only Way to Avoid Chapter 7
----------------------------------------------------------
Hoping to stave off a possible Chapter 7 filing, AGT Crunch
Acquisition LLC is seeking bankruptcy court approval of a
disclosure statement for its committee-approved proposed
liquidation plan, Law360 reports.

AGT Crunch Acquisition Co. and its affiliates ran and operated the
Crunch Fitness chain of 19 high-end fitness clubs.  The clubs,
with 73,000 members, are located in New York, Chicago, Los Angeles
and Rock Creek, Maryland.  New York-based AGT Crunch Acquisition
LLC and its affiliates filed for Chapter 11 on May 6, 2009 (Bankr.
S.D.N.Y. Lead Case No. 09-12889).  Davin J. Hall, Esq., at Dechert
LLP, represents the Debtors in their restructuring efforts.  Diana
G. Adams, the U.S. Trustee for Region 2, appointed seven creditors
to serve on the official committee of unsecured creditors.

The petition listed assets of $104 million against $102 million in
total liabilities.  Debt includes $56.7 million on a first-lien
loan now mostly owned by Angelo Gordon affiliates.  There is a
second-lien debt for another $22.7 million.


ALDA PHARMACEUTICALS: Named as Part of 2010 TSX Venture 50
----------------------------------------------------------
ALDA Pharmaceuticals Corp. discosed in a regulatory 6-K filing
Monday that on February 5, 2009, the Company (APH: TSX-V) was
named as one of the TSX Venture 50, a ranking of strong performers
listed on TSX Venture Exchange.  TSX Venture 50 is comprised of 10
emerging companies in five industry sectors that have been
identified as leaders in Canada's public venture market.

"It is an honour to be named as part of this year's TSX Venture
50," said Dr. Terrance Owen, President & CEO.  "Our listing on the
TSX Venture Exchange has provided us with the ideal environment to
meet our growth goals and objectives."

The Company relates that 2010 TSX Venture 50 were selected based
on four equally weighted criteria that include return on
investment, trading, analyst coverage and market capitalization
growth in Cleantech, Diversified Industries, Mining, Oil & Gas and
Technology and Life Sciences sectors.

"We are pleased to celebrate the 2010 TSX Venture 50," said John
McCoach, President, TSX Venture Exchange.

                    About ALDA Pharmaceuticals

Based in New Westminster, B.C., Canada, ALDA Pharmaceuticals Corp.
(TSX-V: APH) (OTCBB: APCSF) -- http://www.aldacorp.com/-- was
established in order to develop and commercialize disinfectant
products.  During its first five years, Company's primary focus
was on product development.  In April, 2009, the Company completed
a line of products that included T36(R) Disinfectant, T36(R)
Antiseptic Hand Sanitizer and T36(R) Disinfectant Cleaner
CONCENTRATE.

The Company reported net losses of $337,750 and $988,018 for the
three and six month periods ended December 31, 2009, respectively,
compared to $282,801 and $546,665 for the three and six month
periods ended December 31, 2008, respectively.

Sales were $996,659 and $1,070,088 for the three and six month
periods ended December 31, 2009, respectively, compared to
$54,811 and $110,471 for the three and six month periods ended
December 31, 2008, respectively.

At December 31, 2009, the Company's consolidated balance sheets
showed total assets of $3,261,215, total liabilities of $201,846,
and total stockholders' equity of $3,059,369.

A full-text copy of the Company's December 31, 2009 Q2 interim
financials is available for free at
http://researcharchives.com/t/s?51cb

                    Going Concern Uncertainty

The Company's interim consolidated financial statements for the
second quarter ended December 31, 2009, have been prepared on a
going concern basis which assumes that the Company will be able to
realize its assets and discharge its liabilities in the normal
course of business for the foreseeable future.  During the six
month period ended December 30, 2009, the Company experienced
operating losses and negative operating cash flows, operations of
the Company having been funded by the issuance of share capital.
Continued operations are dependent on the Company's ability to
complete public equity financing or generate profitable operations
in the future.


ALDA PHARMACEUTICALS: Posts $337,750 Net Loss in Dec. Quarter
-------------------------------------------------------------
ALDA Pharmaceuticals Corp. recognized net losses of $337,750 and
$988,018 for the three and six month periods ended December 31,
2009, respectively, compared to $282,801 and $546,665 for the
three and six month periods ended December 31, 2008, respectively.

The most significant cost that led to the higher loss for the six
month period ended December 31, 2009, was the expenditure of
$550,647 for advertising and promotion compared to $5,888 for the
six month period ended December 31, 2008.  In the three months
ended December 31, 2009, advertising and promotion expenses were
$37,526 compared to $4,687 in the corresponding period in 2008.

During the three and six  month periods ended December 31, 2009,
the Company's sales consited mostly of T 36(R) Antiseptic Hand
Sanitizer through its distributors to new customers including
Shoppers, Pharmasave, London Drugs, VANOC, T&T, IGA Marketplace
and AGI.  The Company recorded sales of $996,659 and $1,070,088
for the three and six month periods ended December 31, 2009,
respectively, compared to of $54,811 and $110,471 for the three
and six month periods ended December 31, 2008, respectively.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed total assets of $3,261,215, total liabilities of $201,846,
and total stockholders' equity of $3,059,369.

A full-text copy of the Company's December 31, 2009 Q2 interim
financials is available for free at
http://researcharchives.com/t/s?51cb

                    Going Concern Uncertainty

These consolidated financial statements have been prepared on a
going concern basis which assumes that the Company will be able to
realize its assets and discharge its liabilities in the normal
course of business for the foreseeable future.  During the six
month period ended December 30, 2009, the Company experienced
operating losses and negative operating cash flows, operations of
the Company having been funded by the issuance of share capital.
Continued operations are dependent on the Company's ability to
complete public equity financing or generate profitable operations
in the future.

                    About ALDA Pharmaceuticals

Based in New Westminster, B.C., Canada, ALDA Pharmaceuticals Corp.
(TSX-V: APH) -- http://www.aldacorp.com/-- was established in
order to develop and commercialize disinfectant products.  During
its first five years, Company's primary focus was on product
development.  In April, 2009, the Company completed a line of
products that included T36(R) Disinfectant, T36(R) Antiseptic Hand
Sanitizer and T36(R) Disinfectant Cleaner CONCENTRATE.


ALERIS INTERNATIONAL: Backstop Agreement Set for March 13 Hearing
-----------------------------------------------------------------
Aleris International Inc. scheduled a March 12 hearing for
approval of a commitment agreement underpinning a $690 million
rights offering to finance its reorganization plan.

The Debtors are seeking the Court's authority to:

  (i) enter into an Equity Commitment Agreement, which will be
      between Aleris International, Inc., certain investment
      funds and accounts managed by Oaktree Capital Management,
      L.P. and its affiliates, certain investment funds and
      accounts affiliated with Apollo Investment VII, L.P., and
      certain investment funds and accounts managed or advised
      by Sankaty Advisors, LLC the "Backstop Parties"; and

(ii) effectuate the contemplated transactions including, but
      not limited to, the payment by the Debtors of the
      Structuring Agreement Fee, the expenses of the
      Backstop Parties under the Equity Commitment Agreement,
      any amounts required to be paid pursuant to the
      indemnification provisions of the Equity Commitment
      Agreement, and the Termination Fee, on the terms and
      conditions set forth in the Equity Commitment Agreement.

In collaboration with the Backstop Parties, the Debtors have
formulated and are proposing a reorganization plan that provides
a recovery to unsecured creditors, a substantial investment of
new equity capital into the Debtors' businesses, a right-sizing
of the Debtors' capital structure, and a restructuring of the
Debtors' organization structure.

The Debtors' proposed Plan of Reorganization contemplates that
the reorganized Debtors will sell their assets to certain
"OpCos," entities established for the purposes of acquiring those
assets and operating the reorganized Debtors' businesses in the
future.  These entities will, in turn, be owned, directly or
indirectly, by ACH Intermediate Co., which will be owned by ACH1
Holding Co.

Among other things, the common stock of HoldCo will be
contributed to the OpCos, used by the OpCos as part of the
consideration paid to Reorganized Debtors for its assets, and
then distributed by the Debtors under the Plan to certain
creditors and participants in a Rights Offering pursuant to the
Plan.

Under the Plan, holders of U.S. Roll-Up Term Loan Claims,
European Roll-Up Term Loan Claims, and European Term Loan Claims
may participate in a Rights Offering of New Common Stock and
notes issued by IntermediateCo, by purchasing units consisting
of, in the aggregate, shares of New Common Stock and $45 million
of exchangeable notes issued by IntermediateCo.

The Rights Offering is expected to generate proceeds of up to
$690 million.  These proceeds will be used to fund distributions
under the Plan, pay certain other costs associated with the
Debtors' emergence from chapter 11, and ensure adequate liquidity
for the Debtors upon emergence from chapter 11.  The Rights
Offering is backstopped by the Backstop Parties pursuant to, and
subject to the terms and conditions of, the Equity Commitment
Agreement.

Under the Equity Commitment Agreement, the Backstop Parties have
committed to purchase, and the Debtors have agreed to sell, all
of the Subscription Units offered pursuant to the Rights
Offering, but not purchased by other creditors.  The Backstop
Parties are further investing by purchasing shares of
IntermediateCo Preferred Stock for $5 million.

A full-text copy of the Equity Commitment Agreement is available
for free at http://bankrupt.com/misc/Aleris_CommitmentAgmt.pdf

                  About Aleris International

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A.  In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of December 31,
2008, the Debtors had total assets of $4,168,700,000; and total
debts of $3,978,699,000.

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


ALLEN CAPITAL: Blames Recession for Project Woes
------------------------------------------------
Sanford Nax at The Fresno Bee says Allen Capital Partners LLC
filed the Chapter 11 petition in Texas after its huge industrial
project in Texas went sideways in the economic recession.  The
company listed $178 million in total debts.

The company said land sales and leases fell off with the
deteriorating economy, Mr. Nax says.

Allen Capital Partners LLC is a property developer.

San Diego, California-based Allen Capital Partners, LLC, dba The
Allen Group, filed for Chapter 11 bankruptcy protection on
January 25, 2010 (Bankr. N.D. Tex. Case No. 10-30562).  Mark
MacDonald, Esq., at MacDonald + MacDonald, P.C., assists the
Company in its restructuring effort.  Lain, Faulkner & Co. is the
Debtor's financial advisor.  The Company listed $100,000,001 to
$500,000,000 in assets and $100,000,001 to $500,000,000 in
liabilities in its petition.

The Debtor's affiliate -- DLH Master Land Holding, LLC, dba The
Allen Group -- filed a separate Chapter 11 bankruptcy petition


AMERICAN CABLE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: American Cable Company
        231 E. Luzerne Street
        Philadelphia, PA 19124

Bankruptcy Case No.: 10-10971

Chapter 11 Petition Date: February 9, 2010

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Bruce I. Fox

Debtor's Counsel: Thomas Daniel Bielli, Esq.
                  Ciardi Ciardi & Astin, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  Email: tbielli@ciardilaw.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 Carlos Gonzalez Jr., president of the
Company.


AMERICAN FAMILY: Court Converts Case to Chapter 7 Liquidation
-------------------------------------------------------------
Janet S. Spencer at GoUpstate.com says the U.S. Bankruptcy Court
for the District of South Carolina converted American Family
Entertainment Center' Chapter 11 case to Chapter 7 liquidation
proceeding that resulted the closing of Starmax at Factory Shops
Boulevard and Nancy Creek road.

The ruling prompted the sale of any assets of the company to
satisfy the $1.5 million in debt owed to Perry Enterprises,
Ms. Spencer adds.

American Family Entertainment Center made a voluntary filing under
Chapter 11 due to an unresolved multi-million dollar construction
lawsuit, Larry Hilliard, staff writer at the Gaffney Ledger,
reported.  American Family Entertainment Center owns and operates
an entertainment facility.


AMERICAN INT'L: Names JPMorgan's Peter Hancock as EVP-Finance
-------------------------------------------------------------
American International Group, Inc., said Peter D. Hancock will
join AIG as Executive Vice President, Finance, Risk, and
Investments.  In this new position, reporting to AIG President and
Chief Executive Officer Robert H. Benmosche, Mr. Hancock will
oversee Finance, Risk, Audit, Investments, Strategic Planning, and
AIG Financial Products Corp.

"I am very pleased that Peter, a recognized expert in risk and
finance, will be joining AIG in this important new role. Over the
last several weeks, a number of well-respected, seasoned
executives have voted with their feet in our team's unwavering
commitment to repay taxpayers and create a real future for this
great company," Mr. Benmosche said. "Peter's comprehensive
experience in financial services will help accelerate our existing
team's efforts toward AIG's re-emergence as a strong, independent
company."

Mr. Hancock has spent his entire career in financial services,
including 20 years at J.P. Morgan, where he established the Global
Derivatives Group, ran the Global Fixed Income Business and Global
Credit Portfolio, and served as the firm's Chief Financial Officer
and Chairman of its Risk Management Committee. Mr. Hancock later
co-founded Integrated Finance Limited, an advisory firm
specializing in strategic risk management, asset management, and
innovative pension solutions. Most recently, he served as Vice
Chairman of KeyCorp, responsible for Key National Banking.

"I look forward to joining the first class leadership team at AIG
dedicated to restoring AIG to health for the benefit of all its
stakeholders," Mr. Hancock said.

                             About AIG

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

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

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


AMERICAN INT'L: Revises Annual Incentive Pay Plan
-------------------------------------------------
The Wall Street Journal's Serena Ng and Joann S. Lublin report
that American International Group Inc. is rolling out a plan to
revamp how it doles out annual incentive pay to its employees.
The report says AIG is moving away from retention bonuses that
have proved controversial over the past year.

According to the Journal, the new initiative, called a "forced
distribution" system, is being pushed by Chief Executive Robert
Benmosche.  Under the plan, thousands of AIG employees will be
ranked on a scale of 1 to 4 based on their performance relative to
their peers, and their annual variable compensation, which may
include bonuses, will be determined by their rank.  Individuals
ranked in the top 10% will get far more relative to their peers.

The Journal says Mr. Benmosche learned the method from an ex-
General Electric executive when they worked at Chase Manhattan
Bank in the 1970s, and implemented such a system at MetLife Inc.
while he was CEO of the New York-based life insurer from 1998 to
2006.

The Journal relates Mr. Benmosche says he strongly believes
employees ought to know where they stand within the company. "The
risk is that it will make people nervous. But where people are
worried about their jobs, I believe it's helpful to know if they
are doing well and are in the top 80%, or if they need to work
harder," he said in an interview Wednesday, according to the
Journal.  "I want to make sure we're paying the best people for
their performance," he said, adding the company also needs to
"better differentiate performance in order to show the American
public we are not just giving money away."

                             About AIG

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

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

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


ANTHONY TRUJILLO: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Anthony Jerome Trujillo
        4361 Augusta Drive
        Broomfield, CO 80023

Bankruptcy Case No.: 10-12333

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Trujillo Property Investments, LLC                 10-12342
Trujillo Real Estate, LLC                          10-12336
Trujillo Ranch Holdings, LLC                       10-
AJ Property Investments, LLC                       10-12339
AJT Property Development, LLC                      10-12338
AJ Real Estate & Development, LLC                  10-12343

Chapter 11 Petition Date: February 9, 2010

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Lee M. Kutner, Esq.
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Email: lmk@kutnerlaw.com

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

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

A list of the Company's 12 largest unsecured creditors is
available for free at:

                  http://bankrupt.com/misc/cob10-12333.pdf

The petition was signed by Mr. Trujillo.


ARMANDO MANZANO: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Joint Debtors: Armando Manzano, Jr.
               Jade C Manzano
               124 Island Drive
               Slidell, LA 70458

Bankruptcy Case No.: 10-10375

Chapter 11 Petition Date: February 9, 2010

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtors' Counsel: D. Bruce Cameron, Esq.
                  1290 Seventh Street, Suite 5
                  Slidell, LA 70458
                  Tel: (985) 847-1054
                  Fax: (985) 847-1365
                  Email: bruce@cameronlawfirm.com

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

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

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

The petition was signed by the Joint Debtors.


AVENTINE RENEWABLE: Vanguard Group Files Amendment No. 1 to SC 13G
------------------------------------------------------------------
The Vanguard Group, Inc. has filed with the Securities and
Exchange Commission Amendment No. 1 to its Schedule 13G which was
initially filed on February 13, 2009, with respect to Aventine
Renewable Energy Holdings, Inc.'s common stock.

The CUSIP number of the common stock is 05356X403.

A full-text copy of The Vanguard Group, Inc.'s amended Schedule
13G is available for free at http://researcharchives.com/t/s?51f0

A full-text copy of The Vanguard Group, Inc.'s initial Schedule
13G is available for free at http://researcharchives.com/t/s?51ef

                     About Aventine Renewable

Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc.
(Pink Sheets: AVRN) -- http://www.aventinerei.com/-- is a
producer and marketer of ethanol to many leading energy companies
in the United States.  In addition to ethanol, Aventine also
produces distillers grains, corn gluten meal, corn gluten feed,
corn germ and brewers' yeast.

Morgan Stanley Capital Partners IV bought Aventine in May 2003
from Williams Cos.  Aventine had a public offering in May 2006.
The Morgan Stanley group retained 28% of the stock at year's end.

The Company and its affiliates filed for Chapter 11 on April 7,
2009 (Bankr. D. Del. Lead Case No. 09-11214).  Joel A. Waite,
Esq., and Ryan M. Bartley, Esq., at Young, Conaway, Stargatt &
Taylor, serves as bankruptcy counsel to the Debtors.  Davis Polk
& Wardwell is special tax counsel and Houlihan, Lokey, Howard &
Zukin, Inc., is the financial advisor.  Garden City Group, Inc.,
has been engaged as claims agent.  Donald J. Detweiler, Esq., at
Greenberg Traurig, LLP, serves as counsel to the official
committee of unsecured creditors.  When it filed for bankruptcy
protection from its creditors, Aventine Renewable listed between
$100 million and $500 million each in assets and debts.


AVISTAR COMMUNICATIONS: Awards Anton Rodde for Sale of IP Assets
----------------------------------------------------------------
Avistar Communications Inc. said Dr. Anton F. Rodde, President,
Intellectual Property Division, was awarded bonus compensation of
$250,000 to be paid on February 12, 2010, as a result of the
completion of the sale of substantially all of the Company'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.

                   About Avistar Communications

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

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


BEAR STEARNS: RaceTrac Petroleum Wins $3.4 Mil. Arbitration Award
-----------------------------------------------------------------
The Wall Street Journal reports that RaceTrac Petroleum Inc., a
Georgia-based chain of service stations that lost money with a
Bear Stearns Cos. hedge fund that collapsed in July 2007, has won
a $3.4 million arbitration award.

According to the Journal the award by the securities-industry
arbitration panel is the first ruling in favor of an investor in
one of two now-defunct Bear hedge funds since a jury acquitted the
funds' former managers, Ralph Cioffi and Matthew Tannin, of
criminal charges in November.

The Journal says the award suggests that investors who lost
$1.6 billion in the collapse of the two highly leveraged funds may
still be able to recoup some of their money.  According to the
Journal, the award was made December 23 and was posted recently on
a Web site maintained by the Financial Industry Regulatory
Authority.

                        About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC)
-- http://www.bearstearns.com/-- was a leading financial services
firm serving governments, corporations, institutions and
individuals worldwide.  The investment bank collapsed in 2008 and
was sold in a distressed sale to JPMorgan Chase in a transaction
backed by the U.S. government.

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. were open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.  On July 30,
2007, the Funds filed winding up petitions under the Companies Law
of the Cayman Islands.  Simon Lovell Clayton Whicker and Kristen
Beighton at KPMG were appointed joint liquidators.  The joint
liquidators filed for Chapter 15 petitions before the U.S.
Bankruptcy Court for the Southern District of New York the next
day.  On August 30, 2007, the Honorable Burton R. Lifland denied
the Funds protection under Chapter 15 of the Bankruptcy Code.


BLACK CROW: Hearing on GECC Bid to Dismiss Case on Feb. 18
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida will
convene a preliminary hearing on February 18 on General Electric
Capital Corp.'s request to for the dismissal of the Chapter 11
case of Black Crow Media Group LLC.

The Bankruptcy Court will also consider approval of Black Crow's
proposed $1.5 million DIP financing at the hearing.

GECC has objected to the DIP financing, arguing that the third-
party lender's proposed lien would come first on receivables that
currently belong to GECC.

Prior to the filing of the Chapter 11 cases, GE Capital extended,
pursuant to that certain credit agreement dated October 3, 2003,
by and among GE Capital and the Debtors, more than $38 million in
financing to the Debtors secured by first priority liens on and
security interests in substantially all of the Debtors' property.
The financing was underwritten based on the cash revenues that the
Debtors generate as a going concern enterprise, and not on the
piecemeal liquidation value of the Debtors' individual assets.

Over the last two years, the Debtors have repeatedly defaulted on
their obligations to GE Capital.  Despite months of negotiations,
the Debtors refused to reach agreement with GE Capital on the
restructuring of its obligations to GE Capital.  In January 2010,
GE Capital filed a verified complaint (the Receivership Action)
against the Debtors (other than Black Crow Media Group, L.L.C. who
has no assets other than equity interests in the other Debtors),
in the U.S. District Court for the Southern District of New York,
seeking, among other things, the immediate appointment of a
receiver so as to ensure the continued operation of the Debtors
pending a going concern sale.

GE Capital says that after filing of the Receivership Action, it
re-engaged discussions with the Debtors concerning a consensual
restructuring, to avoid an unproductive and expensive bankruptcy
case.  GE Capital also extended funding to the Debtors at their
request during this time to ensure the payment of necessary
expenses, including the payment of payroll expenses in the
approximate amount of $250,000.  To avoid the appointment of a
receiver by the District Court, the Debtors commenced the Chapter
11 cases on January 12, 2010.

GE Capital asks that the Chapter 11 cases be dismissed or
suspended to permit the Receivership Action to continue so that a
receiver can be appointed to maintain the operations of the
Debtors on a going concern basis pending a sale of the business.

                      About Black Crow Media

Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and
operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak,
Valdosta, Huntsville, Alabama, and Jackson, Tennessee.

The Company filed for Chapter 11 bankruptcy protection on
January 11, 2010 (Bankr. M.D. Fla. Case No. 10-00172).  The
Company's affiliates -- Black Crow Media, LLC, et al. -- also
filed separate Chapter 11 petitions.

Mariane L. Dorris, Esq., and R Scott Shuker, Esq., at Latham
Shuker Eden & Beaudine LLP, assist the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.


BT GEORGIA AVENUE: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: BT Georgia Avenue, LLC
        1220 L Street, NW
        Suite 100-313
        Washington, DC 20005

Bankruptcy Case No.: 10-00115

Chapter 11 Petition Date: February 9, 2010

Court: United States Bankruptcy Court
       United States Bankruptcy Court for the District of Columbia
       (Washington, D.C.)

Debtor's Counsel: Stephen A. Metz, Esq.
                  Shulman, Rogers, Gandal, Pordy & Ecker
                  12505 Park Potomac Avenue, 6th Floor
                  Potomac, MD 20854
                  Tel: (301) 230-6564
                  Fax: (301) 230-2891
                  Email: smetz@shulmanrogers.com

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

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

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

                http://bankrupt.com/misc/dcb10-00115.pdf

The petition was signed by Brett Tate, managing member of the
Company.


CANWEST GLOBAL: Two Groups May Bid on 46 Newspapers
---------------------------------------------------
The Globe and Mail reported that two groups may bid on 46
newspapers owned by Canwest Global Communications Corp. in a
transaction that may be worth as much as C$1 billion ($940
million).

The newspaper said one group is being led by Paul Godfrey, the
president of Canwest's National Post and former chief executive
officer of the Sun Media group.  The second group may include
Glacier Media Inc., a Vancouver-based company that has stakes in
about 120 community newspapers.

                       About Canwest Global

Canwest Global Communications Corp. (TSX: CGS and CGS.A) --
http://www.canwest.com/-- an international media company, is
Canada's largest media company.  In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia, Turkey,
Indonesia, Singapore, the United Kingdom and the United States.

On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest
Television Limited Partnership (including Global Television,
MovieTime, DejaView and Fox Sports World), The National Post
Company and certain subsidiaries voluntarily entered into, and
successfully obtained an Order from the Ontario Superior Court of
Justice (Commercial Division) commencing proceedings under the
Companies' Creditors Arrangement Act.  The CMI Entities'
commencement of these proceedings was undertaken in furtherance of
a proposed recapitalization transaction that is supported by over
70% of holders of the 8% senior subordinated notes issued by CMI.

On the same day, FTI Consulting Canada Inc., the Court-appointed
Monitor in the CCAA proceedings, sought protection in the United
States Bankruptcy Court under Chapter 15 of the United States
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for
certain of the entities involved in Canwest's television business
that filed for protection under the CCAA, including Canwest,
Canwest Media Inc. and Canwest Global Broadcasting
Inc./Radiodiffusion Canwest Global Inc.

Judge Stuart M. Bernstein presides over the Chapter 15 cases.
Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford,
Connecticut, serves as Chapter 15 Petitioner's counsel.  The
Chapter 15 Debtors disclosed estimated assets of $500 million to
$1 billion and estimated debts of $50 million to $100 million.

In a regulatory filing with the U.S. Securities and Exchange
Commission, Canwest Media disclosed C$4,847,020,000 in total
assets and C$5,826,522,000 in total liabilities at May 31, 2009.

Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy
News.  The newsletter tracks the CCAA proceedings and Chapter 15
proceedings undertaken by Canwest Global Communications Corp. and
its affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


CATALYST PAPER: Exchange Bid Has Less Takers, Expires Friday
------------------------------------------------------------
Catalyst Paper Corporation has extended the private exchange offer
and consent solicitation for its outstanding 8-5/8% Senior Notes
due June 15, 2011, made pursuant to its Offering Memorandum and
Consent Solicitation dated November 24, 2009, and the accompanying
letter of transmittal.

The Exchange Offer is being amended to extend the expiration date,
from 5:00 p.m., New York City time, on February 5, 2010, to
5:00 p.m., New York City time, on February 12, 2010, unless
further extended.

Catalyst has been advised by the exchange agent for the Exchange
Offer that, as of the close of business on February 5, 2010, the
aggregate principal amount of Old Notes that had been validly
tendered (and not validly withdrawn) and for which related
consents had been validly delivered (and not validly revoked) was
approximately US$79.2 million, or approximately 22.36% of the
outstanding Old Notes.

The extension of the expiration date of the Exchange Offer is
being made to provide additional time to reach a satisfactory
agreement with the lenders under Catalyst's asset based credit
facility with respect to inter-creditor and other related
agreements arising from the proposed issuance of the Senior
Secured Notes of Catalyst due December 15, 2016 in the Exchange
Offer.  Once a satisfactory agreement has been reached and the
necessary ABL lender consents have been obtained, Catalyst intends
to promptly amend the Offering Memorandum to reflect the terms of
the amended Exchange Offer and make it available to Eligible
Holders.  There can be no assurance that a satisfactory agreement
will be reached or the necessary ABL lender consents will be
obtained.

Once Catalyst proceeds with the amended Exchange Offer, holders of
Old Notes who tendered prior to the amendment and whose Old Notes
are accepted for payment by Catalyst will be entitled to receive
the consideration being offered by Catalyst in the amended
Exchange Offer as described in Catalyst's press release of January
25, 2010, including the early tender amount.  The amended Offering
Memorandum will specify the date by which tenders will have to be
made in order for holders of Old Notes to receive the early tender
amount.

The amended Exchange Offer will be made, and the New Notes will be
offered and issued, in transactions exempt from the registration
requirements of the U.S. Securities Act of 1933, as amended.
Accordingly, the amended Exchange Offer will only be made to
holders of Old Notes (i) that are both "qualified institutional
buyers," as that term is defined in Rule 144A under the Securities
Act, and "accredited investors," as that term is defined in Rule
501(a) under the Securities Act, or (ii) outside the United
States, that are persons other than "U.S. persons," as that term
is defined in Rule 902 under the Securities Act, in offshore
transactions in reliance upon Regulation S under the Securities
Act (collectively, the "Eligible Holders"). In Canada, the amended
Exchange Offer will be made pursuant to the exemption from the
prospectus and registration requirement found in S.2.14 of
National Instrument 45-106 Prospectus and Registration Exemptions
("NI 45-106").

                       About Catalyst Paper

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

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

                           *     *     *

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


CCS MEDICAL: Creditors to Vote on Reorganization Plan
-----------------------------------------------------
Steven Church at Bloomberg News reports that creditors of CCS
Medical Inc. won permission from the Bankruptcy Court to vote on a
reorganization proposal for the Debtor without knowing whether the
Company will be sold at auction or taken over by its banks.  The
difference will determine whether lower-ranking creditors receive
some of the money they are owed, or nothing, according to court
documents.

According to the report, under the Plan, should the auction fail
to bring in $295 million in cash, the Company could "toggle"
between two choices: accepting the lower price, or turning over
its assets plus a $200 million note to lenders owed almost $350
million.  Lower-ranking creditors whose claims aren't guaranteed
by collateral would only be paid after lenders collect what they
are owed.  Lower-ranking creditors include second-lien lenders
owed $110 million and general unsecured creditors owed $9 million.

Bankruptcy Judge Christopher Sontchi scheduled a hearing to decide
whether to approve the reorganization plan for March 11.

CCS Medical negotiated a plan before the Chapter 11 filing in July
that would have converted $350 million of first-lien debt into all
of the new stock and $200 million in new notes.  The projected
recovery on the first-lien claims was between 66% and 82%.  Second
lien-lenders and other lower ranked creditors won't receive
anything.  However, the holders of $110 million in second-lien
debt persuaded the bankruptcy judge not to approve that plan
during confirmation hearings in October.  The judge decided that
the Debtor had failed to prove the Company was worth less than
$350 million, and thereby justifying wiping out all creditors
aside from the first-lien lenders.

Under the Court-approved auction, the deadline for qualified
parties to submit qualifying bids was February 8, 2010 at 4:00
p.m. (EST).  If qualifying bids are received, an auction will
take place on February 15, 2010, at the offices of the Company's
legal counsel Willkie Farr & Gallagher LLP in New York.  A hearing
to approve the sale would then occur on February 17, 2010, which
the Company expects would allow for a conclusion of its
restructuring within the following weeks.

                        About CCS Medical

Founded in 1994, CCS Medical Inc. -- http://www.ccsmed.com/-- has
become a leading provider of medical supplies.  CCS Medical
assists patients that need diabetes test strips, insulin pumps,
urological supplies, ostomy supplies, advanced wound care
dressings and prescription drugs.  Clear Water, Florida-based CCS
Medical specializes in providing a convenient way for patients to
receive supplies for their chronic illnesses in a manner that
saves them time and money.

CCS Medical, along with its affiliates, filed for Chapter 11 on
July 8, 2009 (Bankr. D. Del. Case No. 09-12390).  At the time of
the filing, CCS Medical said that it had assets of $100 million to
$500 million against debts of $500 million to $1 billion.
Attorneys at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors.  Willkie Farr & Gallagher LLP serves as co-counsel to the
Debtors.  Goldman, Sachs & Co., serves as investment banker and
Alvarez & Marsal Healthcare Industry Group, LLC, as restructuring
advisor.  Epiq Bankruptcy Solutions LLC is claims agent.


CHAMPION ENTERPRISES: Gets Nod to Conduct March 2 Auction
---------------------------------------------------------
Champion Enterprises, Inc., and its debtor-affiliates obtained
approval from the Bankruptcy Court to commence a process for
selling substantially all of their assets.

The Debtors, with the assistance of Morgan Joseph & Co.,
investment banker, intend to continue to market and seek bids for
the assets, to hold the auction on March 1, 2010, at 11:00 a.m.
Initial bids are due February 24.

The Court will convene a hearing to consider approval of the
results of the auction on March 2, 2010, at 1:00 p.m.  Objections,
if any, are due on February 23, 2010, at 4:00 p.m.

The Debtors have already entered into an agreement with certain
new equity investors for sale of their assets.  Absent higher and
better bids at the auction, the investors will purchase the assets
for a purchase price that will consist of:

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

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

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

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

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

The Official Committee of Unsecured Creditors failed in its effort
to delay the sale of the assets.  The Committee argued
unsuccessfully that a sale should be delayed because there's an
impending turnaround in the industry.

                    About Champion Enterprises

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

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


CHAMPION ENTERPRISES: Court Okays Third Amendment to DIP Agreement
------------------------------------------------------------------
In a regulatory SEC filing Monday, Champion Enterprises, Inc.
disclosed that the U.S. Bankruptcy Court for the District of
Delaware has entered an order permitting the parties to enter a
Third Amendment to the DIP Credit Agreement and a Ninth Amendment
to prepetition Credit Agreement.  The amendment was entered
between Champion Home Builders Co., the Company and certain
additional subsidiaries and Credit Suisse AG, Cayman Islands
Branch, as Administrative Agent and Collateral Agent, and the
lenders party thereto.  The Third Amendment to the DIP Credit
Agreement and Ninth Amendment to the prepetition Credit Agreement
is effective as of January 22, 2010.  The total amount of the DIP
Credit Agreement remains unchanged.

A full-text copy of the Third Amendment to the DIP Credit
Agreement and Ninth Amendment to the prepetition Credit Agreement
is available for free at http://researcharchives.com/t/s?51ee

As reported in the Troubled Company Reporter on January 26, 2010,
the Debtors asked the Bankruptcy Court to enter into a
third amendment to the Debtor-in-Possession Credit Agreement with
Credit Suisse AG, Cayman Islands Branch, as Administrative Agent
and collateral agent, and the lenders party thereto.

The Debtors stated that the amendment to the DIP agreement is in
connection with the sale of substantially all of their assets.
The Debtors said that they have entered into an agreement with
certain new equity investors for the assets sale.

The Debtors related that the amendments would permit any
reimbursable expenses earned under the letter of intent dated as
of January 15, 2010, to:

   (a) enjoy superpriority status; and

   (b) be added to the DIP loan as superpriority claim to the
       extent not otherwise paid by the Debtors or payable from
       the proceeds of an alternative transaction.

                    About Champion Enterprises

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

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


CHAPARRAL ENERGY: Moody's Upgrades Corp. Family Rating to 'Caa2'
----------------------------------------------------------------
Moody's Investors Service upgraded Chaparral Energy, Inc.'s
Corporate Family Rating to Caa2 from Caa3, assigned a B3 rating to
the company's proposed $200 million Second Priority Senior Secured
Notes due 2016, and assigned a Caa3 rating to the proposed
$200 million senior unsecured notes due 2018.  Moody's also
upgraded Chaparral's existing $325 million senior unsecured notes
due 2015 and the $325 million senior unsecured notes due 2017 to
Caa3 from Ca.  The Speculative Grade Liquidity rating was raised
to SGL-3.  The rating outlook is stable.  This concludes the
rating review begun on October 20, 2009 reflecting a potential
merger with United Refining.

"The rating upgrade reflects the company's improved liquidity and
flexibility, a result of the new credit facility," commented
Francis J.  Messina, Moody's Vice President.  "Nevertheless, high
finding and development cost combined with unsustainably high
financial leverage and a high operating cost structure continue as
a concern."

Concurrent with the notes financing, Chaparral has structured a
new $400 million credit facility, with an initial $300 million
borrowing base, that matures in three years and replaces a
$507 million fully drawn facility that was due to mature in
October 2010.  The new credit facility plus the second priority
secured notes and new senior unsecured notes repay the
$507 million facility and provide time, liquidity, and flexibility
to Chaparral.  The ratings are subject to the transactions being
completed as outlined and a review of the final documentation.

Chaparral's Caa2 CFR rating reflects high financial leverage and a
high cost structure.  Chaparral continues to carry one of the
highest leverage and operating cost structures among the Moody's
rated E&P universe.  Specifically, Moody's estimate Chaparral's
three year average all sources finding and development costs above
$29/boe, its leveraged full cycle costs estimated around $60/boe,
and its Debt/PD boe reserves above $15/boe.  Also, Chaparral's
debt plus future FAS 69 proven reserve development capex on total
proven reserves is estimated to exceed $15/boe.  Leverage on
production at approximately $61,000/Boe of production is one of
the highest among Moody's rated universe.  Finally, Chaparral will
continue to need significant resources to develop its current PUD
reserves bookings.

The B3 second priority secured notes rating and Caa3 senior
unsecured notes rating reflect both the overall probability of
default of Chaparral, to which Moody's assigns a PDR of Caa2, and
a loss given default of LGD 2 (26%) and LGD 5 (71%), respectively.
The LGD point estimate for the existing senior unsecured notes was
changed to LGD 5, 71% from LGD 5, 76%.  The company's new three
year $300 million borrowing base credit facility, along with the
second priority and unsecured notes replaces a current
$507 million facility that matures in October 2010.  The second
priority secured notes are subordinate to the secured credit
facility but will have a priority claim to the company's assets
over the senior unsecured notes.  Therefore the senior unsecured
notes are notched beneath the Caa2 CFR under Moody's Loss Given
Default Methodology, while the second priority secured notes are
rated above the Caa2 CFR.

The last rating action on Chaparral was on October 20, 2009, at
which time Chaparral's CFR, PDR, and unsecured note ratings were
placed under review with direction uncertain.

Chaparral Energy, Inc., is privately held independent oil and
natural gas production company.


CHAPARRAL ENERGY: S&P Puts 'CCC+' Rating on CreditWatch Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC+' corporate
credit and other ratings on Oklahoma City-based independent
exploration and production firm Chaparral Energy Inc. on
CreditWatch with positive implications.  The CreditWatch status
reflects the potential for positive rating actions if the proposed
note offering are successful.  In addition, S&P has assigned a 'B'
rating to the proposed $200 million second-priority notes due 2015
and placed the rating on CreditWatch with positive implications.
The recovery rating is '1', indicating expectations of very high
(90%-100%) in the event of a payment default.  At the same time,
S&P has assigned a 'CCC+ rating to the proposed $200 million
senior unsecured notes due 2018 and placed the rating on
CreditWatch with positive implications.  The recovery rating is
'4', indicating expectations of average (30%-50%) recovery in the
event of a payment default.

The rating action follows the announcement that Chaparral Energy
is offering $200 million of second-priority notes due 2015 and
concurrently offering $200 million of senior unsecured notes due
2018.  "If successful, Chaparral's liquidity, including the
October maturity of its credit facility, would significantly
improve from current and historical levels," said Standard &
Poor's credit analyst Paul Harvey.  Proceeds from transactions
will allow Chaparral to refinance its existing $513 million credit
facility maturing in October 2010, and at the same time enter into
a new secured credit facility.  S&P expects around $160 million to
be available at the close of the financings, and total liquidity
of $170 million to $175 million.

S&P believes Chaparral will exhibit a more conservative financial
policy in 2010, limiting capital spending to operating cash flows,
thus preserving liquidity.  Nevertheless, S&P expects financial
measures to remain weak given the company's heavy debt burden.
Based on S&P's 2010 price assumptions of $60 per BOE crude oil and
$4.50 per mmBTU natural gas, adjusted debt leverage would top 4.0x
and interest coverage would not exceed 2.5x.  Financial results
are supported by Chaparral's extensive hedge program, covering
about 85% of current production through 2010, and around 80% in
2011.

The positive CreditWatch reflects the potential for positive
rating actions if Chaparral can complete the proposed debt
offerings and refinancing of its credit facility.  Liquidity will
significantly improve through the refinancing of the existing
credit facility due October, as well as freeing funds under the
new secured facility.  This should allow Chaparral to better focus
on its core business operations while it pursues a long-term
solution to its liquidity needs.


CHARTER COMMUNICATIONS: Judge Bars Shareholders from Suing Allen
----------------------------------------------------------------
Bloomberg News reports that U.S. Bankruptcy Judge James Peck said
in an order that shareholders of Charter Communications can't sue
Paul Allen, because those claims against Mr. Allen were released
by the Court-confirmed bankruptcy plan.  Judge Peck said that Mr.
Allen and other officers and directors of Charter are legally
shielded from lawsuits claiming violations of tort, contract, and
federal or state securities law.

According to the report, stockholder Herb Lair, an Arkansas
resident, accused Mr. Allen, Charter Chief Executive Officer Neil
Smit and Chief Financial Officer Eloise Schmitz of making
misleading statements before Charter's bankruptcy.

"Regardless of the merits of these allegations, one thing is
certain -- they constitute causes of action asserting claims
against the defendants that were expressly released," under the
Company's turnaround plan, Judge Peck wrote.

                    About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).  As of March 31, 2009, the Debtors had total
assets of $13,650,000,000, and total liabilities of
$24,501,000,000.  Pacific Microwave filed for bankruptcy April 20,
2009, disclosing assets of not more than $50,000 and debts of more
than $1 billion.

The Hon. James M. Peck presides over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel.  Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.
Ernst & Young LLP is the Debtors' tax advisors.  KPMG LLP is the
Debtors' independent auditor.  The Debtors' valuation consultants
are Duff & Phelps LLC; the Debtors' financial advisors are Lazard
Freres & Co. LLC; and the Debtors' restructuring consultants are
AlixPartners LLC.  The Debtors' regulatory counsel is Davis Wright
Tremaine LLP, and Friend Hudak & Harris LLP.  The Debtors' claims
agent is Kurtzman Carson Consultants LLC.

Judge James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York approved the Debtors' pre-arranged joint plan
of reorganization in a bench ruling on October 15, 2009.  A formal
confirmation order was entered November 17, 2009.

On November 30, 2009, Charter Communications announced that it has
successfully completed its financial restructuring, which
significantly improves the Company's capital structure by reducing
debt by approximately 40%, or approximately $8 billion.


CHATTEM INC: Moody's Confirms Corporate Family Rating at 'Ba3'
--------------------------------------------------------------
Moody's Investors Service confirmed and will withdraw the Ba3
corporate family rating and all other ratings for Chattem, Inc.
These actions reflect the successful tender offer by an indirect,
wholly-owned subsidiary of sanofi-aventis for all the oustanding
common shares of Chattem, as well as the deposit by Chattem of
funds with a trustee necessary to fully discharge all of Chattem's
oustanding $90 million senior subordinated notes.  This concludes
a review for possible upgrade that was initiated on December 21,
2009.

These ratings of Chattem were confirmed and will be withdrawn:

  -- Corporate family rating of Ba3,
  -- Probability of default rating of Ba3, and
  -- $90 million senior subordinated notes of to B2 (LGD 6, 91%).

The last rating action regarding Chattem was on December 21, 2009,
when Moody's placed all of the company's ratings under review for
possible upgrade following its announcement that it had signed a
definitive acquisition agreement with sanofi-aventis.

Chattem, Inc., is a leading marketer and manufacturer of a broad
portfolio of branded OTC healthcare products, toiletries and
dietary supplements.  Total revenues for the last twelve months
ended November 2009 were approximately $500 million.

Headquartered in Paris, France, sanofi-aventis (rated A1, stable)
is a global pharmaceutical company, formed in 2004 by the merger
of Aventis and Sanofi-Synthelabo.  Sanofi-aventis reported
revenues of EUR28 billion in 2008.


CHEMTURA CORP: Gets Nod for $450-Mil. Replacement Facility
----------------------------------------------------------
Chemtura Corporation sought approval of a motion to replace a
$400 million loan facility with a $450 million credit on improved
terms.

Citibank, N.A. together with Bank of America N.A., Barclays Bank
PLC and Wells Fargo Foothill LLC and other lenders are parties to
the new DIP facility.  Chemtura says "significantly" lower rates
on the new loan will save it $9.3 million.  The existing loan, to
expire on March 22, would require a $4 million fee for an
extension.  The new loan will mature after one year.

Chemtura says it is working diligently with its constituencies to
develop a consensual Plan of Reorganization.

                      About Chemtura Corp.

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

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

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

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


CHRYSLER LLC: BofA Wants Lift Stay to Enforce Deed Rights
---------------------------------------------------------
Before the Petition Date, Bank of America, N.A., and Old Carco
Realty Company LLC f/k/a Chrysler Realty Company LLC, one of the
Debtors, executed a certain Option Agreement, which was recorded
in the Office of the Clerk of the Superior Court of DeKalb County,
Georgia.  The Agreement was in connection with a loan and
financial accommodations provided by BofA to Decatur Land Holdings
LLC, Premier Chrysler Jeep Dodge LLC, 11-2001 LLC, Gwinnett LLC,
and Infiniquest LLC for the purchase of certain real property and
improvements located at 1655 Church Street, Decatur, in DeKalb
County, Georgia, from Chrysler Realty.

The Loan is evidenced by, among other things, a certain promissory
note dated May 9, 2008, from the Borrowers and payable to BofA,
with an original principal balance of $7,120,000.

The indebtedness due under the Note is secured by, among other
things, a certain Deed to Secure Debt, Assignment and Security
Agreement from Decatur Land Holdings LLC, Aram Askarifar, and
Mehrdad Hashem to BofA.

Paul M. Alexander, Esq., at Miller & Martin PLLC, in Atlanta,
Georgia, relates that the Real Property had been used by Premier
Chrysler as an automobile dealership and service facility.  He
notes that the dealer agreement between Chrysler LLC and Premier
Chrysler was previously rejected by the Debtors.

Under the Option Agreement, among other things, should the
Borrowers default on their obligations under the Note or Security
Deed, BofA is required to notify Chrysler Realty and forbear for a
period of 60 days.  Mr. Alexander says that Chrysler Realty was
provided notice of defaults in accordance with the Option
Agreement.

Under the Option Agreement, Chrysler Realty's interest in the Real
Property is subordinate to the interests of BofA, Mr. Alexander
contends.  He adds that under the Option Agreement, after a
certain triggering event, the Debtor has certain rights to either
purchase or lease the Real Property, however, the Option Agreement
has been rejected by the Debtors.

Due to defaults under the Note and Security Deed, along with other
loan documents, BofA seeks to enforce its rights and remedies as
to the Real Property in accordance with non-bankruptcy law.

As of January 25, 2010, the amount of indebtedness due under the
Note was $7,228,129, Mr. Alexander tells the Court.  He notes that
the indebtedness continues to accrue interest at a $430 per diem
rate.

Mr. Alexander asserts that there is little or no equity in the
Real Property, and Chrysler Realty's interest in the Real Property
is a burden on the Debtors' bankruptcy estate and is not necessary
for Chrysler Realty's effective reorganization.

By this motion, to the extent Chrysler Realty's Chapter 11 case
tolled the running of any applicable notice periods under the
Option Agreement, and to the extent that the automatic stay
prevents BofA from exercising and enforcing its rights as to the
Real Property, BofA asks the Court to lift the automatic stay.

The Court will hear BofA's request on February 18, 2010.

                     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: Dollar Rent Allowed to Inspect Vehicles
-----------------------------------------------------
Chrysler LLC and Dollar Rent-A-Car agreed that the automatic stay
will be modified solely to permit Dollar Rent to conduct an
inspection on a certain vehicle.

The Debtors and Dollar Rent are co-defendants in a personal injury
lawsuit filed by Maria Franks and Valerie Jones, on behalf of
themselves and their children, Albert Felder and Ryan Felder, and
Brandon Franks, in the Supreme Court of the State of New York,
County of Richmond.

The Litigation alleges various causes of action against the
Debtors and Dollar Rent related to personal injuries allegedly
suffered by certain of the Plaintiffs in a motor vehicle accident.
The accident involved a 2005 Dodge Durango rented to Jacqueline
Hyter, another co-defendant, by Dollar Rent.

The Vehicle is currently in Dollar Rent's possession.

The Litigation is subject to the automatic stay and Dollar Rent
needs the Stay lifted in order to conduct an inspection of the
Vehicle's driver's-side rear tire for the purposes of defending
against the Plaintiffs' claims in the Litigation.

                     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: Files Report on Non-Debtor Entities
-------------------------------------------------
Pursuant to the Bankruptcy Court's order approving the sale of
substantially all of Chrysler LLC's assets to Fiat S.p.A., Ronald
E. Kolka, chief executive officer of Old Carco LLC, submits a
periodic report as of January 29, 2010, which report addresses the
value, operations and profitability of the non-Debtor entities in
which the Debtors' bankruptcy estates hold a substantial or
controlling interest.

Mr. Kolka says that the report covers the non-Debtor entities and
equity interests, and the disposition of various entities since
the filing of the previous report on July 30, 2009.  He notes that
the qualitative and the quantitative information in the report,
unless otherwise noted, reflect assets, liabilities, valuations
and operations as they exist after the Fiat Transaction,
Abandonment Order and other actions.

A full-text copy of the report is available for free at:

  http://bankrupt.com/misc/Chrysler_PeriodicReport_01292010.pdf

                     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: Has Estimation Agreement With JPMorgan
----------------------------------------------------
Pursuant to the Court's order approving Old Carco LLC's Disclosure
Statement accompanying their Amended Joint Plan of Liquidation,
the Debtors notify the Court that they have entered into an
estimation agreement with JPMorgan Chase Bank, N.A., as
administrative agent under the Amended and Restated First Lien
Credit Agreement, dated as of November 29, 2007.

Pursuant to the Plan, the First Lien Lenders' claims against the
Debtors arising under the First Lien Credit Agreement are
bifurcated between a secured class and an unsecured class, those
claims being Allowed Claims by the terms of the Plan.  The Parties
have entered into the Estimation Agreement to estimate the amount
of the First Lien Secured Claims and the First Lien Deficiency
Claims for purposes of voting on the Plan.

Under the Estimation Agreement, the Parties agree that:

  (a) pursuant to Estimation Procedures, the First Lien
      Secured Claims are estimated for voting purposes only to
      be $100,000,000 in the aggregate, to be allocated among
      the First Lien Lenders according to their holdings of debt
      under the First Lien Credit Agreement as of the record
      date for voting under the Solicitation Procedures Order;

  (b) pursuant to the Estimation Procedures, the First Lien
      Deficiency Claim is estimated for voting purposes only to
      be $4,661,924,800 in the aggregate, to be allocated among
      the First Lien Lenders; and

  (c) the estimation of the First Lien Secured Claim and the
      First Lien Deficiency Claim amounts is solely for purposes
      of voting on the Plan and not for any other purpose.

Objections to the Estimation Agreement are due February 9, 2010.
If no objections are timely filed and served, the Estimation
Agreement will become effective immediately upon expiration of the
Estimation Objection Deadline with no further notice or
opportunity to be heard offered to any party.

                     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: Kozich Wants Rehearing on Plan Outline
----------------------------------------------------
Unsecured Creditor Don Kozich asks the Bankruptcy Court for a
rehearing on the order approving the Debtors' Disclosure Statement
and establishing procedures for solicitation and tabulation of
votes to accept or reject the Plan or Reorganization.

Mr. Kozich contends that the Debtors untimely filed their Amended
Plan and Disclosure Statement.  He avers that he timely filed his
objection to the approval of the Disclosure Statement, but the
Court overruled the objection and approved the Disclosure
Statement.

The Plan contains injunction, release, and exculpation clauses,
Mr. Kozich notes.  He asserts that reading the Bankruptcy Rules in
pari materia, the Debtors are required to also file any exhibits
at least 25 days and possibly 28 days prior to any confirmation
hearing, which is also mandated to meet due process and timely
notice requirements.  He argues that the Debtors failed to file
those requirements on time.

"There is no exception for the separate filing of Plan Exhibits.
There is no allowance that Plan Exhibits may be filed separately
from the Plan," Mr. Kozich says.  "Without any chance to review
plan exhibits before objecting, no one can make an intelligent
analysis and corresponding informed decision on whether or not the
Debtors' Plan is fair and equitable to everyone concerned," he
adds, among other things.

                     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)


CINCINNATI BELL: Inks Amended Employment Contract of CEO Cassidy
----------------------------------------------------------------
Cincinnati Bell Inc. entered into an amendment to the Amended and
Restated Employment Agreement of the Company's President and Chief
Executive Officer, John F. Cassidy.  The amendment was approved by
the Company's Board of Directors to reward Mr. Cassidy's
performance and encourage his long-term employment with the
Company.

Under the terms of amendment, on Feb. 5, 2010, Mr. Cassidy will be
entitled to a retention bonus in the amount of $2,100,000.00. If
Mr. Cassidy retires, resigns or is terminated for "cause" prior to
December 31, 2012, he will be required to repay a portion of his
retention bonus.

The amount that Mr. Cassidy will be required to repay is equal to
$50,000.00, multiplied by the number of months remaining between
the occurrence of the Repayment Event and December 31, 2012.  The
amount will be payable in 120 substantially equal monthly
installments.

                      About Cincinnati Bell

Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE:
CBB) -- http://www.cincinnatibell.com/-- provides integrated
communications solutions-including local, long distance, data,
Internet, and wireless services.  In addition, the Company
provides office communications systems as well as complex
information technology solutions including data center and managed
services.  Cincinnati Bell conducts its operations through three
business segments: Wireline, Wireless, and Technology Solutions.

As of Sept. 30, 2009, the Company had $2.01 billion in total
assets against $2.62 billion in total liabilities, resulting in
$614.0 million in stockholders' deficit.

Cincinnati Bell carries Fitch's 'B+' Issuer Default Rating.


CITADEL BROADCASTING: Files Chapter 11 Plan of Reorganization
-------------------------------------------------------------
Citadel Broadcasting Corporation and its debtor-affiliates
submitted to the United States Bankruptcy Court for the Southern
District of New York a Chapter 11 Plan of Reorganization and
accompanying Disclosure Statement on February 3, 2010.

The key terms of the Plan and the Debtors' overall restructuring
are:

  * The Debtors' secured lenders will receive a pro rata share
    of (i) a new term loan with a  $762,500,000 principal
    amount, with a five-year term and an interest rate of "LIBOR
    + 800" and a three-percent LIBOR floor and (ii) 90% of the
    new common stock of "Reorganized Citadel", subject to
    dilution for distributions of New Common Stock under
    Reorganized Citadel's Equity Incentive Program.

  * Holders of unsecured claims, including the deficiency claims
    of the Lenders, will have the option to receive either (i) a
    pro rata share of 10% of the New Common Stock or (ii) cash
    equal to five-percent of the Allowed unsecured claim, which
    is capped at $2,000,000, and distributed first to the
    smallest in dollar amount and last to the largest in dollar
    amount of electing Holders; provided that once the cap is
    exhausted, electing Holders that did not receive cash will
    be treated like all non-electing Holders and receive their
    pro rata share of the New Common Stock.

  * Shares of New Common Stock will be distributed pursuant to
    an allocation mechanism designed to ensure compliance with
    the attribution and foreign ownership rules and regulations
    of the FCC.

  * All equity interests in the Debtors will be cancelled or
    extinguished upon the Plan's effective date.

According to the Plan, on the effective date and pursuant to a
Reorganization Transfer, Citadel will merge with and into CB
Company.  The merger is authorized without the need for any
further corporate action or any further action by a Holder of
Claims or Interests.

However, Citadel's radio broadcast operations are subject to
significant regulation by the Federal Communications Commission
under Chapter 5 of title 47 of the United States Code, 47 U.S.C.
Section 151 et seq.  Approval of the FCC is required for the
issuance, renewal, transfer, assignment or modification of
station operating licenses.

In particular, explains Farid Suleman, Citadel's chairman of the
board and chief executive officer, Citadel's business depends
upon the Debtors' ability to continue to hold radio broadcasting
licenses issued by the FCC.  In connection with the Debtors'
emergence from Chapter 11, FCC approval for the proposed
ownership change under the Plan must be secured, he says.

The Court will convene a hearing on March 9, 2010, to consider
the adequacy of the information contained in the Disclosure
Statement.  Objections must be filed no later than March 5, 2010,
at 5:00 p.m. (prevailing Eastern Time).

          Classification of Claims and Interests

Under the Plan, claims are classified into eight classes, with
only Classes 3 and 4 entitled to vote.

                                         Voting      Estimated
  Class   Claim            Status        Rights      Recovery
  -----   -----            ------        ------      ---------
    1     Priority         Unimpaired    Deemed to      100%
          Non-Tax Claims                 Accept

    2     Other Secured    Unimpaired    Deemed to      100%
          Claims                         Accept

    3     Senior Claims    Impaired      Entitled to    [_]%
                                         Vote

    4     General          Impaired      Entitled to    [_]%
          Unsecured                      Vote
          Claims
         (including
          Subordinated
          Notes Claims)

    5     Section 510(b)   Impaired      Deemed to        0%
          Claims                         Reject

    6     Intercompany     Unimpaired/   Deemed to      N/A
          Claims           Impaired      Accept/
                                         Reject

    7     Intercompany     Unimpaired    Deemed to      100%
          Interests                      Accept

    8     Citadel          Impaired      Deemed to        0%
          Interests                      Reject

Mr. Suleman relates that as of April 30, 2010 -- the assumed
effective date of the Plan -- the Debtors project to have
approximately $72,200,000 of cash on hand, which will fund all
cash payments to be made under the Plan.

                        FCC Trust

Pursuant to the Plan, the allocation of New Common Stock and
certain special warrants among Holders of Senior Claims and
General Unsecured Claims will be made in accordance with a
certain Equity Allocation Mechanism.  In the event the
Debtors determine to implement a liquidating trust, which will be
known as the "FCC Trust" to be in effect for any period before
approval from the Federal Communications Commission of the
transfer of control to Holders of Senior Claims, the New Common
Stock will be transferred to the FCC Trust and Holders of Senior
Claims and General Unsecured Claims will receive beneficial
interests in the FCC Trust instead of New Common Stock.

The Debtors intend that the FCC Trust will qualify as a
"liquidating trust" and as a "grantor trust" for U.S. federal
income tax purposes.  If the FCC Trust qualifies, then for all
U.S. federal income tax purposes, Citadel will be deemed to have
distributed to the Holders an undivided interest in their Pro
Rata shares of the assets of the FCC Trust and the Holders will
be deemed to have contributed the interests to the FCC Trust in
exchange for beneficial interests in the FCC Trust.

The Debtors operate their businesses and certain of their
facilities under authority granted by the FCC.  Under Section
310(d) of the Communications Act, the consent of the FCC is
required for the assignment of FCC licenses or for the transfer
of control of an entity that holds or controls FCC licenses.
Except in the case of "involuntary" assignments and transfers of
control, prior consent of the FCC is required before an
assignment of FCC licenses or a transfer of control of FCC
licensees may be consummated.

According to Mr. Suleman, the FCC treats emergence from
bankruptcy by a licensee or its parent company as a "voluntary"
transfer of control or assignment of FCC licenses when control
will be transferred to a "permanent" holder, rather than to a
trustee, a liquidating trust or some other court-appointed
interim holder.  The FCC, thus, expects that the outcome of the
proceeding will be a restructuring and that the restructuring
will not be implemented until the FCC has granted applications
seeking approval of the new control structure and demonstrating
the legal qualifications of any new parties that will have
attributable ownership interests or positions in the new entity.

A full-text copy of FCC Considerations is available for free at:

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

                 Listing of New Common Stock

For certain purposes, including requiring Reorganized Citadel to
become a public reporting company under the Securities Exchange
Act, as promptly as practicable after the Plan's effective date,
Reorganized Citadel will file with the SEC a Form 10 or Form 8-A.
Reorganized Citadel will use its best efforts to have the
registration statement declared effective by the SEC as promptly
as reasonably practicable.

Reorganized Citadel will, then also use its best efforts to
obtain a listing for the Class A Common Stock on NYSE or Nasdaq
as soon as reasonably practicable after the effectiveness of the
Form 10 or Form 8-A.

The Plan Securities may be subject to certain transfer and other
restrictions pursuant to, among other things and the terms of the
Special Warrants, the New Certificate of Incorporation and, if
implemented, the FCC Trust Agreement.

Since the Lenders will hold the vast majority of the New Common
Stock of Reorganized Citadel, they will appoint six independent
directors to a seven-member new board of directors.  The seventh
member will be Reorganized Citadel's Chief Executive Officer.

               NOL Carryforward Elimination

Citadel expects to report consolidated net operating loss
carryforwards for U.S. federal income tax purposes of
approximately $77 million as of December 31, 2009.  Citadel
expects its NOL carryforward to be eliminated as a result of
implementation of the Plan.  In addition, should any NOL
carryforward survive the reorganization, the Reorganized Debtors'
subsequent utilization of the remaining losses and NOL
carryforwards and possibly certain other tax attributes may be
restricted as a result of and upon the implementation of the
Plan.

                   Reorganization Transfer

Citadel intends to request a Ruling from the Internal Revenue
Service that the Reorganization Transfer constitutes a
"reorganization" within the meaning of the Tax Code.  Citadel
expects that the IRS will grant Citadel the Ruling, confirming
the tax-free nature of the Reorganization Transfer.  If the IRS
declines to issue the Ruling, Citadel reserves the right, subject
to the agreement of the Senior Agent and the Requisite
Participating Lenders, to alter the Restructuring Transactions,
including the Reorganization Transfer.

Pursuant to the Reorganization Transfer, on the Effective Date,
Citadel will merge with and into CB Company, with CB Company as
the surviving entity.  Citadel will be treated as transferring
all of its assets -- principally, its Interests in ABC Radio and
CB Company -- to CB Company in exchange for the New Term Loan,
New Common Stock and Special Warrants issued by CB Company.
Neither Citadel nor CB Company should recognize gain or loss with
respect to this exchange.

Reorganized Citadel, the resulting company, should succeed to any
of Citadel's tax attributes that remain immediately after the
close of the Effective Date and, therefore, the attributes should
be available to offset future taxable income of the Reorganized
Debtors.

                    Liquidation Analysis

Attached as an exhibit to the Disclosure Statement, the Debtors
included a liquidation analysis which was prepared with the
assistance of their restructuring advisor, Alvarez & Marsal North
America LLC.  The Liquidation Analysis supports the Debtors'
stand that a liquidation of their assets under Chapter 7 of the
Bankruptcy Code would result in substantial diminution in the
value to be realized by Holders of Claims entitled to
distribution, as compared to the distributions contemplated under
Chapter 11 of the Bankruptcy Code.

Accordingly, the Debtors assert that confirmation of the Plan
will provide a substantially greater return to holders of claims
than would a Chapter 7 liquidation.

A full-text copy of the Liquidation Analysis is available for
free at http://bankrupt.com/misc/CtdlLiqAnal.pdf

                   Financial Projections

The Debtors have also prepared a projected consolidated income
statement, which includes: (A) the Debtors' consolidated,
unaudited, preliminary, financial statement information for the
year ended December 31, 2009 and (B) consolidated, projected,
unaudited, financial statement information of the Reorganized
Debtors for the period from 2009 through 2014.  The Projections
assume an Effective Date of April 30, 2010.

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

                  Valuation of the Debtors

Based on the projections by the Debtors' management and solely
for the purposes of the Plan, Lazard Freres & Co. LLC, the
Debtors' proposed financial advisor and investment banker,
estimates that the total value available for distribution to
Holders of Allowed Claims falls within a range from approximately
$1.535 billion to $1.780 billion, with a midpoint estimate of
$1.655 billion, which consists of the value of the Reorganized
Debtors' operations on a going concern basis, which falls within
a range from approximately $1.460 billion to $1.710 billion and
the $72.2 million of cash on the Assumed Effective Date.

For purposes of the valuation, Lazard assumes that no material
changes that would affect value occur between February 3, 2010,
and the Assumed Effective Date.

                   Plan Must be Approved

Citadel believes that the Plan is preferable to all other
available alternatives and provides for a larger distribution to
creditors than would otherwise result in any other scenario.
Accordingly, the Debtors recommend that claimholders entitled to
vote on the Plan vote to accept, and support confirmation of, the
Plan.

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

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

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

                  Disclosure Statement Hearing
                 and Plan Confirmation Schedule

The Debtors ask the Court to approve the Disclosure Statement
explaining their Chapter 11 Plan of Reorganization as containing
adequate information within the meaning of Section 1125 of the
Bankruptcy Code.

The Debtors also ask the Court to approve procedures with respect
to the distribution of ballots and other solicitation materials
relating to their Chapter 11 Plan of Reorganization and the
return and tabulation of ballots and master ballots.

The Debtors propose to establish March 5, 2010, as the record
date for determining claim holders entitled to receive a
solicitation package.

A complete copy of the Proposed Solicitation Procedures is
available for free at http://bankrupt.com/misc/CtdlSolProc.pdf

A hearing to consider approval of the Disclosure Statement and the
Solicitation Procedure is scheduled for March 9.

                    About Citadel Broadcasting

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

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

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


CITADEL BROADCASTING: Files Schedules of Assets & Liabilities
-------------------------------------------------------------
A.    Real Property                                       0

B.    Personal Property
B.1   Cash on Hand                                        0
B.2   Checking & Savings Accounts
        Bank of America
           Investment Account                   $28,849,673
           Corporation Account                      941,962

        Credit Suisse Securities (USA) LLC              317
        JPMorgan Chase
           - Corporation Account                      2,000
           - Citadel Broadcasting Corp.           4,010,017
             Cash Collateral Account

B.3   Security Deposits                                   0
B.4   Household Goods                                     0
B.5   Books and other collectibles                        0
B.6   Wearing apparel                                     0
B.7   Furs & Jewelry                                      0
B.8   Firearms                                            0
B.9   Insurance                                Undetermined
B.10  Annuities                                           0
B.11  Education                                           0
B.12  IRA, ERISA, and other pension                       0
B.13  Stock and Interests                      Undetermined
B.14  Partnerships & joint ventures                       0
B.15  Bonds                                               0
B.16  Accounts Receivable
        Trade                                           384
        Intercompany                          1,933,703,479

B.17  Alimony                                             0
B.18  Other Liquidated Debts                              0
B.19  Future Interests                                    0
B.20  Death Benefit Plan                                  0
B.21  Other Contingent Claims                  Undetermined
B.22  Patents                                  Undetermined
B.23  Licenses                                 Undetermined
B.24  Customer Lists                                      0
B.25  Automobiles                                         0
B.26  Boats                                               0
B.27  Aircrafts                                           0
B.28  Office Equipment                                    0
B.29  Machinery                                           0
B.30  Inventory                                           0
B.31  Animals                                             0
B.32  Crops                                               0
B.33  Farming                                             0
B.34  Farm Supplies                                       0
B.35  Other Personal Property                     5,622,599

     TOTAL SCHEDULED ASSETS                  $1,973,130,431
     ======================================================

C.    Property Claimed as Exempt                       None

D.    Secured Claims
        JPMorgan Chase Bank, N.A.
           Secured Debt Facility
               - Tranche B                   $1,387,572,177
               - Revolver                       140,384,230
               - Tranche A                      543,802,287

           Interest Rate Swap                    72,628,458


E.    Unsecured Priority Claims                Undetermined
F.    Unsecured Non-priority Claims
        HSBC                                        478,067
        Wilmington Trust                         49,153,120


     TOTAL SCHEDULED LIABILITIES             $2,194,018,341
     ======================================================

                    About Citadel Broadcasting

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

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

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


CITADEL BROADCASTING: Files Statement of Financial Affairs
----------------------------------------------------------
Randy L. Taylor, Citadel Broadcasting Corporation's senior vice
president and chief financial officer, relates that the Debtor
earned income other than operation of its business:

  Amount          Period    Source
  ------          ------    ------
  $41,606          2009     Interest Income - 3rd Party
  $115,447,323     2009     Interest Income - Intercompany
  $793,701         2009     Management Fee Income - Intercompany
  $1,769,891       2009     Gain on Change in Derivative
  $428,400         2009     Gain on Convertible Note Redemption
  $2,236,900       2008     Interest Income - 3rd Party
  $127,615,652     2008     Interest Income - Intercompany
  $1,058,268       2008     Management Fee Income - Intercompany
  $3,304,756       2008     Gain on Change in Derivative
  $114,736,386     2008     Gain on Convertible Note Redemption
  $3,115,323       2007     Interest Income - 3rd Party
  $93,001,675      2007     Interest Income - Intercompany
  $1,058,268       2007     Management Fee Income - Intercompany
  $1,619,055       2007     Gain on Change in Derivative

With regard to debts that are not primary consumer debts, the
Debtor paid $22,826,944 to these creditors within 90 days before
they filed for bankruptcy protection:

  Creditor                    Amount
  --------                    ------
  Bank of America             $1,707
  JP Morgan              $22,825,236

Within one year before the Petition Date, the Debtor paid these
amounts for the benefit of creditors who are or were insiders:

                                    Period
                           -----------------------
  Insider                  11/30/2008   11/30/2009   Net Change
  -------                  ----------    ----------  ----------
  Alphabet Acquisition     $6,961,212    $5,578,788 ($1,382,424)
  Corp.

  Citadel Broadcasting    724,474,576   691,123,690 (33,350,886)
  Company

  Radio Assets LLC      1,206,763,839 1,237,001,001 30,237,163

Mr. Taylor tells the Court that the Debtor was a party to 13
lawsuits in various courts.  Ten of the cases are still active.
A list of the cases is available for free at:

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

Within two years immediately preceding the Petition Date, the
Debtor's books were kept or supervised by these persons:

  Name                                Date
  ----                                ----
  Randy Taylor                        04/01/1999 - Present
  Senior Vice President and
  Chief Financial Officer

  Joseph O'Brien                      01/01/2004 - Present
  Controller

  Stephanie Lilly                     07/01/2003 - Present
  VP Finance

  Robert G. Freedline                 05/26/2006 - 01/31/2008
  CFO

Before 2007 up to the present, the Debtor's book were audited by
Deloitte & Touche LLP.

Messrs. Taylor and O'Brien and Ms. Lilly were in possession of
the books of account and records of the Debtor at the Petition
Date.

The Debtor's officers, directors, and shareholders who own more
than five percent of the company's voting or equity securities
are:

  Name                         Nature & Percentage of Ownership
  ----                         --------------------------------
  Ellis, Judith A.             Common stock, less than 1%
  Chief Operating Officer

  Forstmann Little & Co.       Common stock, 12.98%
  Equity Partnership - VI L.P.
  Shareholder

  Forstmann Little & Co.       Common stock, less than 8.16%
  Subordinated Debt and
  Equity Management Buyout
  Partnership - VII L.P.
  Shareholder

  Forstmann, J. Anthony        Common stock, less than 1%
  Director

  Forstmann, Theodore J.       Common stock, 28.72%
  Director

  Miles, Michael A.            Common stock, less than 1%
  Director

  Orr, Jacquelyn J.            Common stock, less than 1%
  VP, General Counsel &
  Secretary

  Regan, Michael J.            Common stock, less than 1%
  Director

  Reifenheiser, Thomas         Common stock, less than 1%
  Director

  Smith, Wayne T.              Common stock, less than 1%
  Director

  Stratford, Patricia          Common stock, less than 1%
  SVP - Finance and
  Administration

  Suleman, Farid               Common stock, less than 5%
  Chairman of the Board and
  Chief Executive Officer

  Taylor, Randy L.             Common stock, less than 1%
  SVP and Chief Financial
  Officer

On May 22, 2009, the Debtor terminated Herbert J. Siegel as
director.

                    About Citadel Broadcasting

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

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

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


CITIGROUP INC: S&P Gives Negative Outlook; Raises Ratings to 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Citigroup Inc. to negative from stable.  At the same
time, S&P affirmed its counterparty credit and debt ratings on
Citi (A/A-1; holding company).  In light of what S&P view as
improved stand-alone characteristics, S&P raised the ratings on
its hybrid capital issues to 'BB-' from 'B+' (excluding its
preferred stock, which S&P affirmed at 'C').

"The outlook revision reflects S&P's increased uncertainty about
the U.S. government's willingness to provide additional
extraordinary support to highly systemically important financial
institutions in a way that will benefit debt holders.  S&P
previously stated its belief that the extraordinary support was
temporary.  S&P believes markets are beginning to stabilize and
the U.S. government is seeking ways to reduce the potential for
moral hazard and systemic risk associated with large financial
institutions," said Standard & Poor's credit analyst Scott
Sprinzen.

One such effort to reduce these risks is evident in the House bill
(H.R.  4173) passed in mid-December that would specifically
preclude the government from making company-specific bailouts, and
would allow it to use public funds to assist in winding down an
ailing financial institution only if that entity's debt holders
incurred losses The subsequently proposed Financial Crisis
Responsibility Fee, which would impose a significant cost burden
on the largest banks, further underscores the extent to which the
political climate may affect bond holders of these companies
adversely.  If such legislation were enacted in the form that has
been proposed, it could cause us to revise the analytical basis
S&P currently use for imputing extraordinary government support in
its ratings on Citi and other highly systemically important
financial institutions.

The upgrade of Citi's hybrid capital issues reflects S&P's view of
the improvement in Citi's stand-alone credit profile.  S&P
believes that the risks to hybrid issue investors are diminished
given Citi's improved capital position and significantly lower
reliance on hybrid capital, compared to one year ago.  S&P
affirmed its 'C' rating on Citi's approximately $320 million of
preferred stock, on which dividends continue to be suspended.

The outlook is negative.  "Our rating on Citi continues to be
enhanced, currently by three notches, to reflect the potential for
additional extraordinary government support, should this be
necessary," added Mr. Sprinzen.

Ultimately, the counterparty credit rating and stand-alone
creditworthiness may converge at the current stand-alone profile
level (if it became necessary to remove enhancement for government
support as a rating factor and S&P saw no apparent additional
improvement in Citi's stand-alone credit profile); converge at the
level of the current issuer credit rating (if there were very
substantial improvement in Citi's stand-alone credit profile); or
end up somewhere in between (with a combination of weaker
government support and some improvement in the stand-alone credit
profile).

S&P is uncertain whether Citi will be able to show sufficient
additional improvement in its operating performance and
profitability over the next two years to benefit its stand-alone
credit profile and narrow the current gap between the counterparty
credit rating -- which incorporates its assessment of potential
extraordinary government support -- and its stand-alone
creditworthiness.


CLARK RIDGE LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Clark Ridge, LLC
        1249 West Devon
        Chicago, IL 60660

Bankruptcy Case No.: 10-04868

Chapter 11 Petition Date: February 9, 2010

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Marissa B. Saltzman, Esq.
                  Pokorny & Marks, LLC
                  6 West Hubbard Street, Suite 700
                  Chicago, IL 60654
                  Tel: (312) 540-0600
                  Email: msaltzman@pokornymarks.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 Joseph A. Mirro, manager/member of the
Company.


CLST HOLDINGS: To File Certificate of Dissolution
-------------------------------------------------
CLST Holdings, Inc., plans to file its Certificate of Dissolution
with the Delaware Secretary of State on February 26, 2010, in
accordance with its previously announced plan of dissolution.
Immediately after the close of business on February 26, 2010, the
company will close its stock transfer books and discontinue
recording transfers of its common stock, except by will, intestate
succession or operation of law.  Accordingly, it is expected that
the trading of the company's stock on the Pink Sheets will cease
not later than the close of business on February 26, 2010.

Additional information regarding the company's plan of dissolution
is available on its Proxy Statement on Schedule 14A, filed with
the Securities and Exchange Commission on January 23, 2007 and
subsequent filings with the Securities and Exchange Commission.
The company's plan of dissolution contemplates an orderly wind
down of its business and operations, the satisfaction of or
provision for its liabilities and the distribution of any net
assets to stockholders.  The timing of any distributions to
stockholders cannot be determined at this time.

                       About CLST Holdings

Dallas-based CLST Holdings Inc. (OTC Pink Sheets: CLHI) fka.
CellStar Corp. -- http://www.clstholdings.com/-- was prior to the
sale of its North America and Chili operations in 2007, a provider
of logistics and distribution services to the wireless
communications industry.

                          *     *     *

Moody's Investors Service's assigned a Subordinated Debt rating of
'Ca' on CLST Holdings Inc. on Sept. 6, 2001.  This ratings hold to
date.


CONSECO INC: Doreen Wright Not Running for Board Seat in May 2010
-----------------------------------------------------------------
In a regulatory 8-K filing Monday, Conseco Inc. disclosed that
Director Dorren Wright has informed the Board of Directors of the
Company that she will not be a candidate for re-election to the
Board at the 2010 annual meeting of shareholders scheduled for
May 11, 2010.  Ms. Wright has served as a director of the Company
since 2007.  The Company relates that Ms. Wright has brought
valuable expertise in the areas of information technology,
operations, and management systems for internal controls, all of
which have been vital components of the Conseco transformation.
The Board and management thanked Ms. Wright for her service to the
Company.

                        About Conseco Inc.

Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) --
http://www.conseco.com/-- is the holding company for a group of
insurance companies operating throughout the United States that
develop, market and administer supplemental health insurance,
annuity, individual life insurance and other insurance products.
The company became the successor to Conseco Inc. (Old Conseco), in
connection with its bankruptcy reorganization.  CNO focuses on
serving the senior and middle-income markets.  The company sells
its products through three distribution channels: career agents,
professional independent producers and direct marketing.  CNO
operates through its segments, which includes Bankers Life,
Conseco Insurance Group, Colonial Penn, other business in run-off
and corporate operations.

                        *     *     *

Moody's Investors Service has affirmed the ratings of Conseco,
Inc. (senior bank facility at Caa1) and its insurance subsidiaries
(insurance financial strength at Ba2) and changed the outlook to
positive from negative.

Standard & Poor's Ratings Services said that it affirmed its 'CCC'
counterparty credit rating on Conseco Inc. and the 'BB-' financial
strength ratings on Conseco's insurance subsidiaries.  S&P revised
the outlook to stable from negative.  In December, S&P placed its
'CCC' counterparty credit rating on Conseco Inc. on CreditWatch
with positive implications, "to reflect Conseco's significantly
improved financial flexibility."


CORPORACION VENEZOLANA: Defaulted on Sidor Payments, Says Ternium
-----------------------------------------------------------------
Ternium S.A. disclosed that it did not receive the Sidor
compensation payments required to be made by Corporacion
Venezolana de Guayana, or CVG.  These payments consist of a
US$157.5 million principal installment, plus interest, due under
the first tranche, and US$141.4 million mandatory prepayment, plus
interest, due under the second tranche.  The total balance of the
Sidor compensation payments outstanding as of the date hereof
amounts to US$1.02 billion, plus interest.

Under the May 7, 2009 agreements governing the transfer of
Ternium's interest in Sidor to Venezuela, CVG has 15 days to cure
any payment default under either tranche.  Ternium has no
indication that CVG will not pay the amounts currently owed to it
in the coming days.

The Corporacion Venezolana de Guayana is a decentralized state
owned Venezuelan enterprise, located in the Guayana region in the
southeast of the country.


CONEXANT SYSTEMS: Amends Data in Annual Report on Form 10-K
-----------------------------------------------------------
Conexant Systems Inc. revised certain information in its Annual
Report on Form 10-K for the year ended October 2, 2009, as
amended.

This information included in the 2009 Form 10-K is being revised
in the exhibits included:

   * Selected Consolidated Financial Data for the years ended
     September 30, 2005, through October 2, 2009;

   * Management's Discussion and Analysis of Financial Condition
     and Results of Operations for the years ended October 2,
     2009, October 3, 2008, and September 28, 2007;

   * Consolidated Financial Statements as of October 2, 2009, and
     October 3, 2008, and for the years ended October 2, 2009,
     October 3, 2008 and September 28, 2007, and notes to the
     consolidated statements;

A full-text copy of the Consent of Deloitte & Touche LLP is
available for free at:

               http://ResearchArchives.com/t/s?519f

A full-text copy ofthe Selected Financial Data (superseding Part
II, Item 6 of the 2009 Form 10-K) is available for free at:

               http://ResearchArchives.com/t/s?51a0

A full-text copy of the Management's Discussion and Analysis of
Financial Condition and Results of Operations (superseding Part
II, Item 7 of the 2009 Form 10-K) is available for free at:

               http://ResearchArchives.com/t/s?51a1

A full-text copy of the Financial Statements and Supplementary
Data of the Form 10-K (superseding Part II, Item 8 of the 2009
Form 10-K) is available for free at

               http://ResearchArchives.com/t/s?51a2

                          About Conexant

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


CONEXANT SYSTEMS: Balance Sheet Upside-Down by $66.6MM at Jan. 1
----------------------------------------------------------------
Conexant Systems, Inc., reported $273.7 million in assets against
$340.3 million in liabilities, for a stockholders' deficit of
$66.6 million as of Jan. 1, 2010.

The Company posted a net income of $8.334 million for the fiscal
quarter ended January 1, 2010, from net income of $19.99 million
for the quarter ended October 2, 2009, and a net loss of
$20.99 million for the quarter ended January 2, 2009.

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

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

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

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

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

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

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

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

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

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

              Second Fiscal Quarter Business Outlook

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

A full-text copy of the Company's first quarter results is
available at no charge at http://ResearchArchives.com/t/s?519e

                   Feb. 18 Stockholders' Meeting

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

     -- Re-election of three directors;

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

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

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

                          About Conexant

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


CONEXANT SYSTEMS: Won't Enter New Amended Deals With Officers
-------------------------------------------------------------
The Compensation Committee of the Board of Directors of Conexant
Systems Inc. said it will not enter into any new or materially
amended agreements with its named executive officers providing for
(i) excise tax gross-up provisions with respect to payments
contingent upon a change in control, or (ii) multi-year guaranteed
bonus payments in connection with a review of its executive
compensation practices.

                          About Conexant

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

Conexant Systems, Inc., reported $273.7 million in assets against
$340.3 million in liabilities, for a stockholders' deficit of
$66.6 million as of Jan. 1, 2010.


COOPER-STANDARD: Proposes to Pay BofA's Fees
--------------------------------------------
Cooper-Standard Holdings Inc. and its affiliated debtors ask the
U.S. Bankruptcy Court for the District of Delaware to approve the
payment of fees and reimbursement of expenses of Bank of America
N.A. and Banc of America Securities LLC.

BofA and Banc of America are among the lenders tapped by the
Debtors to provide exit financing in connection with their
Chapter 11 plan of reorganization.

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 to ensure that they have
adequate liquidity to fund distributions under the Plan and to
provide the necessary working capital for their post-emergence
operations.

As condition for obtaining the exit financing, BofA and Banc of
America required the Debtors to execute a fee letter, which
requires the Debtors to reimburse them of their fees and expenses
incurred in connection with the negotiation and preparation of
the new working capital facility.  This includes due diligence
like examinations, appraisals and environmental audits;
syndicating a new working capital; BofA's standard charges for
field examinations; fees, disbursements and other charges of KPMG
and Hilco, consultants of BofA and Banc, for the field
examinations and appraisals.

The fee letter also requires the Debtors to provide an initial
deposit of $225,000 and other additional deposits to cover the
fees and expenses in excess of the initial deposit.  It also
requires the Debtors to indemnify BofA and Banc of America from
any liabilities arising in connection with the new working
capital facility.

A full-text copy of the fee letter is available without charge at:

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

The Debtors ask the Court to hear the proposed payment on an
expedited basis.

                       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-


C.W. MINING: 10th Cir. Says Coal Mining Lease Didn't Terminate
--------------------------------------------------------------
WestLaw reports that a coal mining lease that merely gave the
lessor the right to terminate the lease if the debtor-lessee did
not cure its default within 60 days of notice thereof, in
providing that, if the 60-day deadline is not met, then the lessor
"may" terminate the lease and "may" at once take possession, did
not provide for automatic termination of the lease.  Accordingly,
when an involuntary bankruptcy petition was filed prior to the
expiration of this 60-day period, the automatic stay that went
into effect prevented the lessor from exercising its contractual
termination rights postpetition.  In re C.W. Mining Co., --- B.R.
----, 2010 WL 368836 (10th Cir. BAP (Utah)).

Based in Salt Lake City, Utah, C.W. Mining Co. dba Co-Op Mining
Company operates the Bear Canyon Mine in Emery County, Utah, under
the terms of a lease with C.O.P. Coal Development Company, which
owns the mine.  Three of C.W. Mining Co.'s creditors filed an
involuntary Chapter 11 petition (Bankr. D. Utah Case No. 08-20105)
on Jan. 8, 2008.  As reported in the Troubled Company Reporter on
Nov. 20, 2008, the Chapter 11 case was converted to a Chapter 7
liquidation proceeding.  Kenneth A. Rushton serves as the Chapter
7 Trustee, and is represented by Brent D. Wride, Esq., at Ray
Quinney & Nebeker, in Salt Lake City.


DBL HOLDINGS: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: DBL Holdings 2424 LLC
        2424-18th Street, NW
        Washington, DC 20009

Bankruptcy Case No.: 10-00114

Chapter 11 Petition Date: February 9, 2010

Court: United States Bankruptcy Court
       United States Bankruptcy Court for the District of Columbia
       (Washington, D.C.)

Debtor's Counsel: Bennett Allan Brown, Esq.
                  The Law Office of Bennett A. Brown
                  3905 Railroad Avenue, Suite 200N
                  Fairfax, VA 22030
                  Tel: (703) 591-3500
                  Email: bennett@pcgalaxy.com

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

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

According to the schedules, the Company has assets of $1,059,836,
and total debts of $964,778.

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

                http://bankrupt.com/misc/dcb10-00114.pdf

The petition was signed by Dennis B. Lee, managing member of the
Company.


DELTA AIR: Wants to Pursue Litigation Against Mesa Air
------------------------------------------------------
Delta Air Lines, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York to lift the automatic stay so that
it may proceed with the litigation captioned:

   (i) Mesa Air Group, Inc. and Freedom Airlines, Inc. v. Delta
       Air Lines, Inc., Civil Action 1:08-CV-1334-CC (N.D. Ga.)
       -- ERJ Litigation -- and

  (ii) Delta Air Lines, Inc. v. Mesa Air Group, Inc. and Freedom
       Airlines, Inc., Civil Action 1:09-CV-2267-CC (N.D. Ga.)
       -- MFN Litigation.

Delta operates its own "mainline" flights, and also operates the
Delta Connection program, in which it contracts with other
carriers to provide regional flight services that connect Delta's
main hubs with smaller cities and airports.  Debtor Freedom
Airlines, Inc., a wholly-owned subsidiary of Debtor Mesa Air
Group, Inc., is one of those regional carriers operating 50-seat
regional aircraft in the Delta Connection program.

The code share relationship between Delta and the Debtors is
governed by a 2005 Delta Connection Agreement dated May 3, 2005.
The ERJ Agreement is a "capacity-purchase" arrangement under which
Delta pays Freedom to supply and operate regional aircraft
according to schedules that Delta establishes.  The ERJ Agreement
gives Delta the exclusive right to set schedules for aircraft
flown by Freedom, choose the airports from which Freedom must
operate -- sometimes called "hubs" -- sell all tickets for the
flights, and collect all passenger revenue.  Freedom's obligation
is to operate the flights Delta schedules and offers for sale to
the flying public.

Delta reimburses Freedom for certain costs the Debtor incurs in
operating its regional aircraft.  Delta also pays Freedom a 4%
mark-up on those costs if Freedom achieves a "completion rate" of
at least 95% for a given month's operations.  A "completion rate"
is simply the percentage of scheduled flights that actually reach
their destination.

According to H. Slayton Dabney Jr., Esq., at King & Spalding LLP,
in New York, Delta may terminate the ERJ Agreement under certain
circumstances; three of which are relevant at this time.

First, Delta is entitled to terminate without cause and at its
sole discretion 90 months after the effective date of the ERJ
Agreement or November 2012.  Second, Delta may terminate in the
event of a material breach by Mesa or  Freedom.  To do so, Delta
must first provide the Debtors with written notice of their
material breach to provide Debtors with an opportunity to cure the
breach.  Third, the ERJ Agreement provides that "Delta shall have
the right to terminate this ERJ Agreement immediately and at its
sole option . . . if [Freedom] fails to maintain a completion rate
of ninety-five percent (95%) with respect to the Delta Connection
Flights during any three (3) months during any consecutive six (6)
month period."

                           Litigation

Mr. Dabney relates that the parties were engaged in two lawsuits
relating to the ERJ Agreement, both of which are pending before
Judge Clarence Cooper of the United States District Court for the
Northern District of Georgia, before the Petition Date.

(1) ERJ Litigation

According to Mr. Dabney, Freedom's performance under the ERJ
Agreement was inconsistent, at best.  Freedom failed to complete
95% of its flights in June 2007, July 2007, August 2007, October
2007, December 2007, and February 2008.

On March 28, 2008, Delta notified the Debtors that it was
terminating the ERJ Agreement based upon Freedom's failure to
complete 95% of its flights in three of six consecutive months.

On April 7, 2008, the Debtors initiated the ERJ Litigation to
enjoin Delta from terminating the Agreement.

In May 2008, Judge Cooper preliminarily enjoined Delta from
terminating the ERJ Agreement, concluding that there had been an
oral modification of the contract and that the Debtors might
succeed on a claim for equitable estoppel as a result of that
modification.  The United States Court of Appeals for the Eleventh
Circuit affirmed that preliminary injunction on
July 1, 2009.

The ERJ Litigation is now back before Judge Cooper pending a full
trial on the merits.  The parties were permitted additional
discovery prior to trial, and that discovery had not yet been
completed when the case was automatically stayed by the filing of
the Debtors' bankruptcy petitions.  The parties have two
additional depositions to take and must resolve certain
outstanding document issues to complete discovery.  Although a
trial date had not been set by the Georgia Court, the parties
discussed the schedule for completing discovery and the
possibility of holding a trial in March 2010.

On January 19, 2010, Judge Cooper entered an order staying Delta's
counterclaim in the ERJ Litigation because of the bankruptcy, but
his order explicitly does not stay Mesa's claims in the ERJ
Litigation, Mr. Dabney notes.

(2) MFN Litigation

On August 19, 2009, Delta initiated the MFN Litigation against the
Debtors, relating to Mesa's refusal to honor its contractual
obligation to be Delta's lowest-cost carrier, and to reduce its
"Base Rate" and "Pass Through" costs to match those of Pinnacle
Airlines, which, following the 2008 merger of Delta and Northwest
Airlines, Inc., has been the lowest-cost operator of 50-seat
aircraft within the Delta Connection program.

Delta seeks a judgment declaring that it has the right to
terminate the ERJ Agreement immediately because of Mesa's material
breach, and to recover all overpayments made to the
Debtors in 2009 and beyond.

Delta also alleges that it is entitled under the ERJ Agreement to
information from the Debtors about the Base Rate Costs and Pass
Through Costs that Freedom charges to other commercial airlines
for similarly configured aircraft.  Delta seeks an order directing
the Debtors to produce the requested information so that Delta can
confirm whether Debtors are in compliance with their obligation
under the ERJ Agreement to charge Delta rates
that are no higher than those charged to other code share
partners, Mr. Dabney relates.

The MFN Litigation was subsequently reassigned to Judge Cooper.
Mesa argued that the claims and defenses at issue in the MFN
Litigation would raise issues of fact that Judge Cooper already
had developed and reviewed in the ERJ Litigation.

The parties have fully briefed Mesa's partial motion to dismiss
the MFN Litigation, which at the time of Mesa's bankruptcy filing
was awaiting decision by Judge Cooper, but have conducted no
discovery.  Mesa has also indicated that it anticipates filing
counterclaims against Delta in the MFN Litigation.

By this Motion, Delta seeks relief from the automatic stay to
allow the ERJ Litigation to proceed to resolution before Judge
Cooper.  Further, Delta seeks relief from the stay to pursue
the MFN Litigation, either before Judge Cooper, should he decide
that he wishes to maintain jurisdiction of that matter, or before
the Bankruptcy Court in accordance with the proposed schedule
previously submitted to the Court by letter dated January 27,
2010.

To recall, Mesa recently filed a motion to assume the ERJ
Agreement, and the parties have submitted letters to the
Bankruptcy Court on the scheduling of the motion to assume.  Delta
disputes that Debtors have any continuing ability to perform under
the ERJ Agreement because the Agreement was properly terminated by
Delta prepetition.  Moreover, Delta disputes that the Debtors'
accrued and unpaid prepetition obligations are de minimis and
believes that the ERJ Agreement is not assumable because of, among
other reasons, the nature and size of the Debtors' defaults under
the ERJ Agreement.

Resolution of the ERJ Litigation and the MFN Litigation will
resolve substantial issues between the parties with respect to the
ERJ Agreement, Mr. Dabney says.  A final judgment in the ERJ
Litigation will resolve whether Delta, in fact, terminated the ERJ
Agreement, thereby avoiding the need for any further litigation on
the question of the Debtors' ability to assume that agreement, he
points out.

The MFN Litigation, moreover, will determine whether Delta has a
further right to recover millions of dollars in overpayment that
it has made to the Debtors since January 2009.  To the extent Mesa
files a counterclaim in the MFN Litigation, the validity of that
counterclaim and the amount of damages, if any, owed to the
Debtors will be determined.  At the conclusion of the ERJ
Litigation and the MFN Litigation, there should be few, if any,
remaining issues with respect to the ERJ Agreement, Mr. Dabney
tells the Bankruptcy Court.

Mr. Dabney assures the Bankruptcy Court that litigation in the
Georgia Court will not prejudice the interests of other creditors.

                      About Delta Air Lines

With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- became the world's largest airline
following merger with Northwest Airlines in 2008.  From its hubs
in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul,
New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year.   The merger closed on
October 29, 2008.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's.

                     About Mesa Air Group

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

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

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

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


DIAMOND BAY: Court Denies Dismissal of Chapter 11 Case
------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina denied the motions of the U.S. Bankruptcy Administrator
and Wachovia Bank, N.A., to dismiss the Chapter 11 case of Diamond
Bay, LLC.

The U.S. Bankruptcy Administrator asked the Court to dismiss or
convert the Chapter 11 case to one under Chapter 7, relating that,
among other things:

   -- it is unlikely that the Debtor can propose a feasible Plan;
      and

   -- the Debtor's bankruptcy appears not to have been filed in
      good faith in as it has never had any income, it will not
      have any income in the foreseeable future, and one of the
      reasons for the filing was to stop a foreclosure sale.

The Bankruptcy Court, however, ruled that:

   1. the Debtor's case is determined to be a single-asset real
      estate case;

   2. the burden of establishing bad faith rests with the moving
      party;

   3. the Debtor will have until February 22, 2010, to comply
      with the provisions of 11 U.S.C. Section 362(d)(3); and

   4. the hearing on Wachovia Bank's, the only secured creditor,
      motion for relief from stay is continued to February 24,
      2010.

Charlotte, North Carolina-based Diamond Bay, LLC, filed for
Chapter 11 bankruptcy protection on November 19, 2009 (Bankr. W.D.
N.C. Case No. 09-33198).  Anna Cotten Wright, Esq., who has an
office in Charlotte, North Carolina, assists the Company in its
restructuring efforts.  According to the schedules, the Company
has assets of $37,109,239, and total debts of $47,406,203.


EAU TECHNOLOGIES: Amends Employment Agreement of Wade Bradley
-------------------------------------------------------------
EAU Technologies Inc. and Wade R. Bradley, the Company's President
and Chief Executive Officer, amended Mr. Bradley's employment
agreement to:

   * remove a provision that required the Company to maintain
     $240,000 in an escrow account as collateral for any future
     severance payment to which Mr. Bradley may become entitled
     pursuant to the Employment Agreement; and

   * reduce any future severance payment to which Mr. Bradley may
     become entitled pursuant to the Employment Agreement from
     twelve months salary, paid over the twelve month period
     following termination, to six months salary, paid over the
     six month period following termination.

In consideration of Mr. Bradley's agreement to amend the
Employment Agreement, $120,000, less applicable Federal and state
tax withholdings and applicable escrow agent fees, was disbursed
directly to Mr. Bradley.  The remaining balance of $120,000 of the
escrow funds, less applicable escrow agent fees, was disbursed to
the Company.

All interest earned on the escrow funds has also be remitted to
the Company. Mr. Bradley and the Company agreed to these
amendments to provide the Company with short-term liquidity it
needs for operations.

                      About EAU Technologies

EAU Technologies, Inc., previously known as Electric Aquagenics
Unlimited, Inc., develops, manufactures and markets equipment that
uses water electrolysis to create non-toxic cleaning and
disinfecting fluids.

According to the Troubled Company Reporter on Dec. 7, 2009,
the Company had $4,287,942 in total assets against $17,259,775 in
total liabilities, resulting in $12,971,833 in stockholders'
deficit at September 30, 2009.


ERNIE LEE JACOBSEN: Court Sets Asset Sale Hearing for February 19
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Mississippi
will continue to consider at a hearing on February 19, 2010, at
10:00 a.m., Ernie Lee Jacobsen and Donna Jean Jacobsen's motion to
sell certain property.  The hearing will be held at the U.S.
Bankruptcy Courthouse at Aberdeen, Mississippi.

The Debtors asked the Court to authorize the sale of certain
property, free and clear of liens, claims and interests, pursuant
to Section 363 of the Bankruptcy Code.

The Debtors decided to liquidate some of their assets to generate
cash to pay the indebtedness of certain of their secured creditors
in full.  The Debtors intended to sell real property and
improvements thereon which formerly housed Sonic restaurant
located at 100 Riverwalk Ct. in Canton, Georgia.

David Monk offered to purchase the real property for $300,000,
subject to bigger and better offers.

BancorpSouth holds a first, valid deed of trust on the real
property.  The Debtors seek authority of the Court to execute the
deed or related documents which are necessary to consummate and
close the sale of the real property.

The consideration for the transfer of the real property will be
paid directly from Mr. Monk to the appropriate taxing authorities
and then to Bancorp as the first lien holder.

The Debtors haven't proposed key dates in relation to the sale
transaction.

Ernie Lee Jacobsen and Donna Jean Jacobsen filed for Chapter 11
bankruptcy protection on October 29, 2009 (Bankr. N.D. Miss. Case
No. 09-15667).  Craig M. Geno, Esq., at Harris Jernigan & Geno,
PLLC, assists the Jacobsens in its restructuring effort.  The
joint debtors listed assets of $15,283,881 and debts of
$16,518,690 in their schedules.


FAIRPOINT COMMS: Names R. Allieri as Chief Strategy Officer
-----------------------------------------------------------
Telecom industry veteran and business strategist Ray Allieri joins
FairPoint Communications as executive vice president and chief
strategy officer.  Mr. Allieri brings with him more than 25 years
of experience in refining business strategy to maximize return on
investment for numerous companies.

Most recently, Mr. Allieri was the principle for rca Consulting
Services in Wellesley, Massachusetts, where he worked with
domestic and international telecom companies, software businesses
and clean energy companies to refine strategy, commercialize
products and create distribution channels.  Before that he was the
president for business services at One Communications, in
Burlington, Massachusetts.  There he co-led post-merger
integration and restructuring following the merger of CTC, Choice
One and Conversent into One Communications.  Mr. Allieri had been
CEO of CT Communications since its emergence from Chapter 11 until
the creation of One Communications.  Mr. Allieri also has
experience as a senior vice president for sales and marketing at
DSL.net in New Haven, Connecticut, and as senior vice president of
local services and vice president of investor relations at MCI
Communications/WorldCom in Washington.  He began his career at
AT&T.

"As we prepare FairPoint for the future, we are refining our
business strategy in this ever-changing marketplace.  Ray's proven
record of translating strategy into tactics to help companies grow
is imperative to FairPoint," says David L. Hauser, chairman and
CEO of FairPoint Communications.

Mr. Allieri holds a Bachelor of Arts degree in economics from the
University of Pennsylvania.  He currently sits on the board of
directors for Magniture Systems, Inc., in Boston, and the board of
advisors of Rigidized Metals Corporation in Buffalo, New York.  He
is based at FairPoint's corporate office in Charlotte, N.C. and
will report directly to Mr. Hauser, effective February 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: Settles With Maine Regulators Over Rebates
-----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that FairPoint
Communications Inc. obtained approval of a settlement with the
Maine Public Utilities Commission.  The settlement relieves the
bankruptcy judge of having to decide whether the regulator
violated the so-called automatic stay in bankruptcy by ordering
rebates to customers on account of poor service.

According to the report, under the settlement, FairPoint may begin
giving rebate allowances to customers on bills going out after
March 1.  The rebates continue for one year.  The settlement
requires FairPoint, as part of a reorganization plan, to pay the
Maine regulators' costs and attorneys' fees incurred in the
Chapter 11 case.  Maine regulators also must approve the
settlement.

                  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)


FANNIE MAE :U.S. to Continue to Carry Out Mortgage Relief Programs
------------------------------------------------------------------
ABI reports that Federal overseers have instructed Freddie Mac CEO
Charles E. Haldeman Jr. to focus on something that isn't likely to
make the bleak balance sheet of the mortgage giant look any
better: carrying out the Obama administration plan to allow
defaulted borrowers to hang onto their homes.

Fannie Mae -- http://www.fanniemae.com/-- is a government-
sponsored enterprise that was chartered by Congress in 1938.
Fannie Mae securitizes mortgage loans originated by lenders in the
primary mortgage market into mortgage-backed securities, which can
then be bought and sold in the secondary mortgage market.  Fannie
Mae also participates in the secondary mortgage market by
purchasing mortgage loans and mortgage-related securities,
including the Fannie Mae MBS, for its own mortgage portfolio.  In
addition, Fannie Mae makes other investments that increase the
supply of affordable housing.  Under its charter, Fannie Mae may
not lend money directly to consumers in the primary mortgage
market.  Although Fannie Mae is a corporation chartered by the
U.S. Congress, and although its conservator is a U.S. government
agency and Treasury owns its senior preferred stock and a warrant
to purchase its common stock, the U.S. government does not
guarantee its securities or other obligations.

                         Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.


FIRST METALS: Sells Assets; Chief Financial Officer Resigns
------------------------------------------------------------
First Metals Inc disclosed the sale of certain parts and inventory
in the aggregate amount of $750,000 payable over 18 months to
Trelawney Mining and Exploration Inc.  The parts and inventory are
considered by management to be non essential to FMA's current
operations.  Proceeds from the sale will be used to continue mine
shut down and remediation efforts pursuant to the mine shut down
plan filed with the government of Quebec.

FMA has accepted the resignation of its Chief Financial Officer,
Jim Wilson effective immediately.  FMA has commenced a search to
find a suitable candidate for a Chief Financial Officer to replace
Mr. Wilson.

                           About FMA

First Metals Inc. is a resource company with two main Zinc-Copper
deposits, Fabie Bay and Magusi River.  Fabie Bay was producing
until December 2008 when production was suspended.  The company
filed a proposal under Part III of the Bankruptcy and Insolvency
Act in April 2009.  The company received approval for is proposal
under Part III of the Bankruptcy and Insolvency Act in June 2009.

Richard Williams and Jay Richardson who had held their respective
positions of President-CEO and Secretary-Treasurer since July 22nd
2008, were terminated by the board effective January 8th, 2010.
Michael Churchill was installed by the board January 8th, 2010 as
President and CEO with a specific mandate to assess and report on
the financial and operational status of FMA, formulate a new
operational and reorganization plan, and then implement the plan.


FLEETWOOD ENTERPRISES: BofA Consents to Cash Use Until April 30
---------------------------------------------------------------
Fleetwood Enterprises, Inc., and its debtor-affiliates reached a
stipulation with Bank of America, as agent for itself and on
behalf of the prepetition secured parties, allowing the Debtors to
use the lenders' cash collateral to earlier of April 30, 2010, and
the effective date of a Plan of Liquidation.

As reported in the Troubled Company Reporter on February 5, 2010,
BofA and the prepetition secured parties assert claims against the
Debtors in the aggregate amount, as of March 6, 2009, of
$61,690,980 in unpaid reimbursement obligations, plus interest and
additional sums for reasonable costs and reasonable attorneys'
fees, secured by substantially all of the personal property of
each of the Debtors.

The Debtors' right to use cash collateral will terminate at
5:00 p.m. PDT on April 30, 2010, and (ii) on the occurrence of
Termination Event.

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


FORBES ENERGY: S&P Downgrades Corporate Credit Rating to 'CCC'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Forbes Energy Services to 'CCC' from 'CCC+'.  The
outlook is negative.

In addition, S&P lowered the rating on the senior secured notes to
'CCC' from 'CCC+'.  The senior notes are secured by a second-
priority lien on all assets.  The recovery rating remains '3',
indicating expectations of meaningful (50%-70%) recovery in the
event of a payment default.

S&P believes Forbes' cash flow and liquidity in the first six
months of 2010 will remain limited and leave little cushion to
near-term debt servicing requirements, including $6.6 million debt
repurchases by June 30 and about $10 million to $12 million of
interest expense in July.  Although market conditions have
improved from a low at Sept. 30, 2009, Forbes had adjusted EBITDA
of only about $3 million, and S&P think it will continue to face
very challenging industry conditions in 2010.  "If the recent
improvement in market conditions falters, cash flows could be
insufficient to meet cash requirements without outside financing,"
said Standard & Poor's credit analyst Paul Harvey.  Although
Alice, Texas-based Forbes has been able to severely cut capital
spending, its high debt burden and very weak market position
continue to plague its cash flows.  The December 2009 investment
by Paradigm Capital Inc. of C$17 million, has helped support
expansion into Mexico, but is not sufficient to support all near-
term financing requirements.

S&P think Forbes' financial profile will likely remain weak until
market conditions materially and sustainably improve.  For 2010,
Standard & Poor's believes North American well servicing market
conditions will improve at only a measured pace given the expanded
industrywide fleet size.  Additionally, rig demand remains
susceptible to a fall in natural gas prices such as occurred in
2009.  Assuming some market improvement, including a full year of
its Mexican operations, interest coverage will remain around 1x or
less, and debt leverage could still exceed 15x for much of 2010.

The negative outlook reflects S&P's view that there is a risk that
Forbes will be unable to make debt and interest payments of around
$20 million through July 2010.  Additionally, if such payments are
made, liquidity will remain tight for the remainder of 2010, with
another interest payment looming in January 2011.  A ratings
upgrade would require Forbes to significantly strengthen
liquidity, most likely the result of improving market conditions
or third-party investments.


FORD MOTOR: To Make Bigger Changes in Models' Midlife
-----------------------------------------------------
Bloomberg News reports that Ford Motor Co. is looking to win more
sales and boost market share after last year's increase, its first
annual domestic gain since 1995.  Ford plans to make more
extensive changes to its vehicles between major redesigns as the
company tries to build on U.S. market-share gains.  A version of
its Edge sport wagon being unveiled February 10 at the Chicago
Auto Show showed additional engine options, a revamped exterior
and a new cockpit that includes a touch screen.  Ford previously
would have made only limited revisions to a model in the middle of
the typical six-year life, such as new outside lights and bumpers.

                         About Ford Motor

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

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

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

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

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


FOUNTAIN VILLAGE: Can Continue Using M&T's Cash Collateral
----------------------------------------------------------
Fountain Village Development has obtained authorization from the
Hon. Randall L. Dunn of the U.S. Bankruptcy Court for the District
of Oregon to continue using of M&T Real Estate Trust.

As reported by the TCR on January 15, 2010, the Debtor asked the
Court to be allowed to continue using First Independent Bank's
cash collateral.  As previously reported, the Court authorized, on
an interim basis, the Company to use cash collateral in which
M&T claims a security interest and grant adequate protection to
M&T.  The Debtor would use the cash collateral to fund its
business operations postpetition.  Prepetition, the Debtor entered
into various loan and security agreements with lenders M&T, First
Independent, Telesis Community Credit Union, Fairway America, LLC,
Sam and Michelle pishue, Wells Fargo Bank, National Association,
HMS Investment Co., Inc., and Riverview community Bank pertaining
to its various properties.

As adequate protection, M&T was granted a lien on and security
interest in Debtor's property and revenue therefrom in which M&T
holds a valid and enforceable prepetition lien and security
interest and that is acquired or generated postpetition.  As
additional adequate protection, the Debtor would keep the cash
proceeds generated from the collateral securing the debt of M&T in
a segregated account and make payments from collected funds from
the account.

Judge Dunn has granted the Debtor permission to use the cash
collateral through the date set for the final hearing on M&T's
motions for relief from the automatic stay.  Judge Dunn has
ordered that that the date of the final hearing on Debtor's motion
for authority to use cash collateral with respect to M&T be reset
by the Court at the preliminary hearing on M&T's motions for
relief from the automatic stay scheduled for February 11, 2010, at
1:30 p.m.

M&T is represented by Dennis M. Paterson at Davis Wright Tremaine
LLP.

Portland, Oregon-based Fountain Village Development, a general
partnership, aka Fountain Village Development Co, owns, develops,
operates, manages, and/or leases 20 buildings in Portland,
Hillsboro, and Gearhart, Oregon.  The Company has filed for
Chapter 11 bankruptcy protection on November 20, 2009 (Bankr. D.
Ore. Case No. 09-39718).  Albert N. Kennedy, Esq., and Ava L.
Schoen, Esq., who have offices in Portland, Oregon, assist the
Company in its restructuring effort.  The Company listed
$50,000,001 to $100,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


FOUNTAIN VILLAGE: Gets Final OK to Use Evergreen's Cash Collateral
------------------------------------------------------------------
Fountain Village Development has obtained final approval from the
Hon. Randall L. Dunn of the U.S. Bankruptcy Court for the District
of Oregon to use the cash collateral of Evergreen Portland LLC.

lsi Ava L. Schoen, Esq., at Tonkon Torp LLP explained that the
Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.

As adequate protection for the use of cash collateral, Evergreen
is granted a lien on and security interest in the Debtor's
property and revenue in which Evergreen held a valid and
enforceable prepetition lien and security interest and that it
acquired or generated post-petition and is of the type, character
and description referred to in the prepetition security agreements
between the Debtor and Evergreen.  The lien and security interest
granted will have the same relative priority as Evergreen's lien
and security interest had on the Petition Date.  As additional
adequate protection, the Debtor will keep the cash proceeds
generated from the collateral securing the debt of Evergreen in a
segregated account and make payments from collected funds from the
account for the purposes set forth in the budgets, provided that
an allowed monthly cumulative variance will be allowed as set
forth on the budgets, a copy of which is available for free at:

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

The Debtor will also provide every Wednesday, at the request of
Evergreen, a weekly activity report showing the revenue received
and the cash expenditures incurred to date for each month, by
budget line item, comparison of actual to budget, as well as
provide an accounts payable aging report.

The Debtor will continue to maintain insurance on its assets and
allow the inspection of its assets as provided for in Evergreen's
loan agreement.  The lien and security interests granted will
secure the impairment, if any, of the value of the interest of
Evergreen in cash collateral, but won't be construed to enhance
the secured position of Evergreen as of the Petition Date.

If the Debtor files a plan of reorganization within the
exclusivity period, the Debtor's authority to use cash collateral
will continue until 90 days after the date on which the Debtor
files the plan and, if the Debtor's disclosure statement is
approved, the final order will continue through the conclusion of
the confirmation hearing on the Debtor's plan.

Portland, Oregon-based Fountain Village Development, a general
partnership, aka Fountain Village Development Co, owns, develops,
operates, manages, and/or leases 20 buildings in Portland,
Hillsboro, and Gearhart, Oregon.  The Company has filed for
Chapter 11 bankruptcy protection on November 20, 2009 (Bankr. D.
Ore. Case No. 09-39718).  Albert N. Kennedy, Esq., and Ava L.
Schoen, Esq., who have offices in Portland, Oregon, assist the
Company in its restructuring effort.  The Company listed
$50,000,001 to $100,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


FREESCALE SEMICON: Lenders Want Appellate Court to Stay Proceeding
------------------------------------------------------------------
A group of lenders under the senior secured credit facility of
Freescale Semiconductor Inc. asked the New York state appellate
court to vacate the stay of trial court proceedings and to enjoin
the company from continuing to amend the credit facility and issue
secured notes to repay a portion of the facility until the group
obtain a ruling on a temporary restraining order to be filed in
the trial court if the stay is lifted.

On Jan. 26, 2010, the New York state appellate court ordered
the trial court proceedings stayed pending the disposition of the
company's appeal from the denial of its motion to dismiss the
case, which was denied by the trial court, provided that the
plaintiffs could petition the appellate court to vacate the stay
in the event that the company issues new debt.

"We agreed to an expedited briefing process on plaintiffs' motion,
with all briefing to be completed by Tuesday, February 9, 2010,"
says Dathan C. Voelter, assistant secretary of the company.

"We do not know when the appellate court will rule on plaintiffs'
motion, or, if the appellate court lifts the stay, when the trial
court might rule on a temporary restraining order," Mr. Voelter
says.

"If a court enjoins us from pursuing the proposed transactions, we
will be forced to delay or withdraw the proposed amendment to the
Credit Facility and any offering of senior secured notes.  We
believe that all claims made by the lenders are without merit and
we are vigorously defending this action," relates Mr. Voelter.

On March 25, 2009, the group filed a complaint against the company
challenging its issuance of incremental term loans under the
credit facility.

                   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.


GARY MAZAN: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Gary R. Mazan
        300 Honey Locust Court
        Bel Air, MD 21015

Bankruptcy Case No.: 10-12669

Chapter 11 Petition Date: February 9, 2010

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

Judge: James F. Schneider

Debtor's Counsel: Stephen J. Kleeman, Esq.
                  401 Washington Avenue, Suite 800
                  Towson, MD 21204
                  Tel: (410) 494-1220
                  Fax: (410) 494-4606
                  Email: barthelaw@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 $3,657,000,
and total debts of $1,931,023.

A full-text copy of Mr. Mazan's petition, including a list of his
7 largest unsecured creditors, is available for free at:

                 http://bankrupt.com/misc/mdb10-12669.pdf

The petition was signed by Mr. Mazan.


GARY ZARS: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Gary L. Zars
        307 Northridge
        San Antonio, TX 78209

Bankruptcy Case No.: 10-50514

Chapter 11 Petition Date: February 9, 2010

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

Judge: Chief Bkptcy Judge Ronald B. King

Debtor's Counsel: William R. Davis, Jr.
                  Langley & Banack, Inc.
                  745 E Mulberry Ave, Suite 900
                  San Antonio, TX 78212
                  Tel: (210) 736-6600
                  Fax: (210) 735-6889
                  Email: wrdavis@langleybanack.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 $3,657,000,
and total debts of $1,931,023.

A full-text copy of Mr. Zars' petition, including a list of his 19
largest unsecured creditors, is available for free at:

                http://bankrupt.com/misc/txwb10-50514.pdf

The petition was signed by Mr. Zars.


GATEWAY ETHANOL: Wants to Propose Chapter 11 Plan Until April 5
---------------------------------------------------------------
Gateway Ethanol, L.L.C., asks the U.S. Bankruptcy Court for the
District of Kansas to extend its exclusive period to file
a Chapter 11 plan and to solicit acceptances of that plan until
April 5, 2010, and June 5, 2010, respectively.

Absent a seventh-extension of its exclusive periods, the Debtor's
plan filing period will expire on January 28, 2010, and its
solicitation period will expire on March 30, 2010.

As reported in the Troubled Company Reporter on Nov. 23, 2009, the
Debtor stated that its sale of assets to its primary secured
lender, Dougherty Funding LLC, has not closed.  The Debtor added
that it needs to resolve pending objections to the asset sale,
close the sale, and develop a Plan.

Pratt, Kansas-based Gateway Ethanol, LLC, operates an ethanol
plant that has a capacity of 55 million gallons a year, according
to Orion Ethanol's Web site.  The Company filed for bankruptcy
protection on October 5, 2008 (Bankr. D. Ks., Case No. 08-22579).
Laurence M. Frazen, Esq., Megan J. Redmond, Esq., and Tammee E.
McVey, Esq., at Bryan Cave, LLP, represent the Debtor in its
restructuring effort.  In its schedules, the Debtor listed total
assets of $94,545,022, and total debts of $93,353,654.


GEMCRAFT HOMES: Wants Plan Filing Period Extended Until May 8
-------------------------------------------------------------
Gemcraft Homes, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Maryland to extend their
exclusive right to file a Chapter 11 plan until May 8, 2010; and
their exclusive right to solicit acceptances of that plan until
July 7, 2010.

Absent the extension the Debtors' exclusive filing period is set
to expire on March 9, 2010, and the Debtors' exclusive
solicitation period is set to expire on May 10, 2010.

The Debtors relate that they need additional time to discuss a
proposed Chapter 11 plan with all of the major parties in the
Chapter 11 cases.

Gemcraft Homes, Inc., is a corporation formed under the laws of
the State of Maryland with its principal place of business located
in Harford County, Maryland.  Gemcraft was founded in 1993 with a
single sales trailer in Abingdon, Maryland, from which six
residential homes were sold.  Since that time, Gemcraft has grown
to become one of the largest independent homebuilders in the Mid-
Atlantic region, and one of the fastest growing builders in the
entire country.  Gemcraft is a production builder which targets
first-time homebuyers and first-time "move up" buyers.  It also
targets retired, and soon to retire, buyers for its retirement
communities.

The Company filed for Chapter 11 bankruptcy protection on
November 9, 2009 (Bankr. D. Md. Case No. 09-31696).  The Company's
affiliates -- DLM, LLC, et al. -- filed separate Chapter 11
bankruptcy petitions.  G. David Dean II, Esq., Gary H. Leibowitz,
Esq., and Irving Edward Walker, Esq., at Cole Schotz Meisel Forman
& Leonard, PA, assist Gemcraft Homes in its restructuring effort.
The Company listed $100,000,001 to $500,000,000 in assets and
$50,000,001 to $100,000,000 in liabilities.


GENERAL GROWTH: Is Not in Active Negotiations with Simon Property
-----------------------------------------------------------------
Daniel Taub at Bloomberg News reports that Simon Property Group
Inc. CEO David Simon said that the company isn't in active
negotiations with rival General Growth Properties Inc.  Simon
Chief Financial Officer Stephen Sterrett has said some of General
Growth's malls would be a "good fit" for his company.  Simon last
year hired Lazard Ltd. as it considered buying General Growth
assets, Bloomberg News said.

                  About General Growth Properties

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

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

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


GENERAL MOTORS: Dealers Seek Arbitration on Shutdown Appeal
-----------------------------------------------------------
An estimated 1,550 General Motors and Chrysler dealers seek
arbitration as they met the January 25, 2010 deadline to take an
appeal from the automakers' decision to strip them of their
dealership franchises following the two carmakers' plunge to
bankruptcy in 2009, The Associated Press reported on January 26,
2010.

The American Arbitration Association is set to conduct hearings
for dealers who qualify for arbitration.  The hearings are
expected to commence by late February or early March, which should
end by June 14 pursuant to a law passed by Congress, the report
said.

The dealers sought the arbitration as a move to resolve the
dealers' plight, as the two giant carmakers intend to close nearly
3,000 dealerships, contending that they have too many dealers for
their present U.S. market share.  The automakers said they only
want the remaining dealers' profits to rise so they can invest in
services and product-promotion, AP said.

Some dealers allege that the automakers were not fair enough in
deciding which dealerships to close, AP reported.

           Dealers Will be First in Line, HB1049 Says

A Colorado bill giving ex-GM and Chrysler dealers first priority
should the automakers reopen an area franchise was passed.  House
Bill 1049 requires the auto manufacturers to grant their former
dealers the right of first refusal to get their franchises back,
the Denver Business Journal reported on January 26.

The Bill, which also asked the automakers to compensate their
dealers for any facility upgrades that they made in the five years
before their dealerships were closed, was received with unanimous
approval from a state house of Representatives committee.

At least four states have endeavored to enact bills similar to
Colorado's, but Chrysler is petitioning against those laws in a
bankruptcy court, contending that the bill is inconsistent with a
Court order, the Denver Business Journal said.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Germany Wants GM to Boost Opel Contribution
-----------------------------------------------------------
The German government wants General Motors Co. to increase its
contribution to the reorganization of its Adam Opel GmbH unit
before considering whether to provide state aid, persons familiar
with the negotiations disclosed to Bloomberg News.

GM has pledged to provide EUR600 million euros or US$836 million
for Opel, and is seeking for EUR2.7 billion in aid from European
governments, including the U.K., Spain and Poland.  Germany
expects GM to file a request for state loans by mid-February, the
unnamed sources said.

In a report dated January 31, 2010, Bloomberg noted a government
agency as saying that GM will probably apply for German government
aid for its Opel unit "within the next 10 days."

Following GM's failed Opel deal in November 2009 with Magna
International Inc. -- the bidder favored by Germany -- the German
government has become "more cautious" about providing aid,
Bloomberg notes.

German Economy Minister Rainer Bruederle is on a two-day visit to
the United States for a meeting with Treasury Secretary Timothy F.
Geithner in Washington to discuss the matter.  The Minister is
also meeting with Energy Secretary Steven Chu, Commerce Secretary
Gary Locke, Trade Representative Ron Kirk and Federal Reserve
Board Vice Chairman Donald Kohn, Bloomberg noted, citing a January
29 statement from the German Economy Ministry.

Treasury spokeswoman Natalie Wyeth said that Secretary Geithner
and Minister Bruederle "discussed the state of the global recovery
and their shared commitment to international cooperation around
financial reform," but did not specify whether Opel talks were
held.

Opel plans to put in a request for financial aid once the review
is completed "as early as this week," Stefan Weinmann, a spokesman
for GM Europe, told Bloomberg.  "The German government has set out
a process for how to apply for aid, and we're following that.
Part of the requirement is to have an outside party review the
request," Mr. Weinmann added.

The outside party may refer to Dusseldorf-based auditing firm
Warth & Klein GmbH, which was engaged to evaluate Opel's cost-
savings plan, Bloomberg notes.

                  Job Cuts Remain at 8,300

General Motors Co. clarified that its plan to cut approximately
8,300 jobs in Europe remains unchanged, dismissing a statement
published by labor unions indicating an increase of 2,000 of the
planned job cuts, The Wall Street Journal reports.

According to GM Europe spokesman Stefan Weinmann, the 2,000 job
cuts "were related to a part-time employment scheme prior to
retirement, which has already been signed."  GM Europe's labor
chief Klaus Franz, however, insisted that the actual number of
planned job cuts now stands at 9,972, citing a presentation by
management, according to the Journal.

Opel supervisory board member and union representative Armin
Schild said that GM's current plan contains "excessive job cuts"
and lacks provisions for investments in new technologies and
markets, according to an e-mailed statement acquired by Bloomberg
from German newspaper Tagesspiegel.  "The [Opel] plan is too
short-term, covering two years instead of an industry norm of at
least five years," Mr. Schild said.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Salaried Retirees Lament Change in Benefits
-----------------------------------------------------------
The retirement benefits of thousands of salaried retirees of
General Motors Corporation are taking the impact of GM's move, as
the company turned over to a new health insurance, its salaried
retirees below 65 years of age, Rebecca Trylch of abclocal.go.com
reported on February 1, 2010.

According to Ms. Trylch, the salaried retirees are feeling the
effect of the change as they incur thousands more in out-of-pocket
expenses.  The report cited a GM salaried retiree saying that a
prescription he used to pay for $80 for a 90-day supply now costs
him $300.

GM Retirees Association leaders say the increased out-of-pocket
costs will mean budget challenges for many, Ms. Trylch reported.

                       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)


GLEN MURRAY BAKER: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Joint Debtors: Glen Murray Baker
                 dba GKA Holdings, LLC
                 dba Green Lakes Engineering
               Katharine Coakley Baker
                 aka Katharine Coakley
                 aka Katharine Baker
                 dba GKA Holdings, LLC
               PO Box 516
               Portland, OR 97207-0516

Bankruptcy Case No.: 10-30943

Chapter 11 Petition Date: February 9, 2010

Court: United States Bankruptcy Court
       District of Oregon

Judge: Randall L. Dunn

Debtors' Counsel: Anthony V. Albertazzi, Esq.
                  44 NW Irving Ave
                  Bend, OR 97701
                  Tel: (541) 317-0231
                  Email: ecfnotices@albertazzilaw.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 $6,013,412
and total debts of $7,995,320.

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

The petition was signed by the Joint Debtors.


GLOBAL ENERGY: U.S. Trustee Appoints 3-Member Creditors Committee
-----------------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, appointed
three members to the official committee of unsecured creditors in
the Chapter 11 case of Global Energy Holdings Group, Inc.

The Creditors Committee members are:

1. Gary Klein

2. The Legacy Group
   Attn: John Elder III
   1221 Lamar St., Ste. 510
   Houston, TX 77010
   Tel: (713) 524-0250
   Fax: (713) 524-0310

3. Weinberg, Wheeler, Hudgins, Gunn & Dial, LLC
   Attn: John M. Hawkins
   950 E. Paces Ferry Rd., Ste. 3000
   Atlanta, GA 30326
   Tel: (404) 876-2700
   Fax: (404) 875-9433

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.

Atlanta, Georgia-based Global Energy Holdings Group, Inc. --
http://www.gnhgroup.com/-- is a diversified renewable energy
company.  Global develops renewable energy projects, including
biomass gasification and landfill-gas-to-energy projects.

The Company filed for Chapter 11 on November 25, 2009 (Bankr. D.
Del. Case No. 09-14192).  Charles J. Brown, Esq. at Archer &
Greiner, P.C. represents the Debtor in its restructuring effort.
As of Sept. 30, 2009, the Debtor listed total assets of
$10.30 million and total debts of $5.27 million.


GLOBAL TEL*LINK: S&P Affirms Corporate Credit Rating at 'B'
-----------------------------------------------------------
Standard & Poor Ratings Services said it affirmed it 'B' corporate
credit rating on Mobile, Alabama-based prison phone provider
Global Tel*Link Corp.  S&P is also affirming the company's
existing 'BB-' issue rating on its first-lien bank facilities, but
will withdraw it when the planned refinancing is completed.

In addition, S&P assigned a 'BB-' issue rating and '1' recovery
rating to the $245 million in new bank facilities.  Proceeds from
the new bank facility will refinance the existing bank facilities,
and the delayed-draw term loan will be used for general corporate
purposes, including potential acquisitions.

"Pro forma for a planned refinancing, S&P expects GTL's leverage
to be around the 5x area, including the delayed-draw term loan,"
said Standard & Poor's credit analyst Catherine Cosentino,
"comparable to current levels." Moreover, the company benefits
from the lack of material amortization, looser financial
covenants, and longer term maturity under the new bank loan.


GREDE FOUNDRIES: Gets $60 Million Financing from Bank of America
----------------------------------------------------------------
Grede Holdings LLC said it entered into a new revolving credit
and security agreement with Bank of America to provide up to
$60 million to fund the company's working capital needs and other
general corporate purposes.  The facility will expire February
2013, according to BizTimes Daily.

The facility is secured by accounts receivables and inventory of
the company, report says.

                       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.


GSI GROUP: Court OKs Stipulation to Hasten Plan Confirmation
------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware approved the stipulation entered by GSI Group
Inc., et al., with certain holders of 11% senior notes, and the
official committee of equity security holders in relation to the
confirmation of the Debtors' plan of reorganization.

As reported in the Troubled Company Reporter on January 15, 2010,
a hearing to consider the confirmation of the Debtors' Plan will
be held on February 26, 2010, at 9:30 a.m. (prevailing Eastern
Time.)  The hearing will be held at 824 Market Street, 6th Floor,
Courtroom No. 2, Wilmington, Delaware.  Objections, if any, are
due on February 22, 2010, at 4:00 p.m. (EST)

The parties agree that:

   -- Any party who intends to offer expert testimony at the
      hearing must provide the disclosures no later than 5:00 p.m.
      (EST) on February 15, 2010.

   -- Dispositions of fact witnesses will commence on February 9,
      2010, and the parties will use their efforts to complete the
      dispositions by February 15, 2010.  Retained experts will be
      presented for disposition on February 23, 2010.

   -- All parties must disclose the identity of all persons they
      intend to call to testify at the hearing by February 23,
      2010.  Each party agrees to make available for deposition
      any witnesses under its control that the party intends to
      call at the hearing before February 26, 2010.

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

The Company and two of its affiliates filed for Chapter 11
protection on Nov. 20, 2009 (Bankr. D. Del. Lead Case No. 09-
14110).  William R. Baldiga, Esq., at Brown Rudnick LLP,
represents the Debtors in their restructuring effort.  Mark
Minuti, Esq., at Saul Ewing LLP, as its local Counsel.  The
Debtors selected Garden City Group Inc. as their claims and notice
agent.  In their petition, the Debtors posted $555,000,000 in
total assets and $370,000,000 in total liabilities as of Nov. 6,
2009.  In total assets: $113,856,352 total liabilities:
$210,000,000.


GSI GROUP: Files Schedules of Assets and Liabilities
----------------------------------------------------
GSI Group Inc., filed with the U.S. Bankruptcy Court for the
District of Delaware an amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $113,856,352
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $210,000,000
                                 -----------      -----------
        TOTAL                   $113,856,352     $210,000,000

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

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


GTEL HOLDINGS: Moody's Assigns Corporate Family Rating at 'B2'
--------------------------------------------------------------
Moody's assigned a B2 Corporate Family Rating and B2 Probability
of Default Rating to GTEL Holdings, Inc., and a B1 rating to its
proposed $285 million first lien senior secured credit facilities.
The rating actions follow GTL's announced plans to refinance its
existing $193.5 million first lien senior secured credit
facilities.  Moody's expects to withdraw the existing B2 CFR, B2
PDR and B1 first lien senior secured rating upon close of the
proposed transaction based on expected repayment of the existing
bank debt.  (Moody's is also moving the CFR and PDR to GTEL
Holdings from Global Tel*Link Corporation.) The rating outlook is
stable.

A summary of the rating actions:

GTEL Holdings, Inc.

  -- Corporate Family Rating, Assigned B2
  -- Probability of Default Rating, Assigned B2
  -- Rating Outlook, Stable

Global Tel*Link Corporation

  -- Corporate Family Rating, Unchanged at B2, Expected to be
     Withdrawn

  -- Probability of Default Rating, Unchanged at B2, Expected to
     be Withdrawn

  -- First Lien Senior Secured Bank Credit Facilities, Unchanged
     at B1, Expected to be Withdrawn

  -- $20 million First Lien Senior Secured Revolving Credit
     Facility due 2015, Assigned B1 (LGD3 37%)

  -- $45 million First Lien Senior Secured Letter of Credit
     Facility due 2016, Assigned B1 (LGD3 37%)

  -- $140 million First Lien Senior Secured Term Loan due 2016,
     Assigned B1 (LGD3 37%)

  -- $40 million First Lien Senior Secured Delayed Draw Term Loan
     due 2016, Assigned B1 (LGD3, 37%)

  -- Rating Outlook, Stable

The proposed transaction increases debt by approximately
$50 million but improves short term liquidity through a reduction
in debt service costs, including a significant reduction in
required term loan amortization and a slight decline in interest
expense.  The proposed first lien senior secured credit facilities
consist of a $20 million revolving credit facility (expected to be
undrawn at closing), $140 million term loan, $40 million delayed
draw term loan, and $45 million cash collateralized letter of
credit facility.  GTL intends to use the proceeds primarily to
refinance its existing $20 million revolving credit facility
(undrawn), $128.5 million term loan, and $45 million letter of
credit facility, with the $40 million delayed draw term loan
likely to support acquisition activity.  Despite the increase in
debt, Moody's estimates an approximately $1 million decline in
annual interest expense due to lower pricing.  Moody's anticipates
the approximately $100 million of unsecured senior subordinated
notes (unrated) will remain outstanding.

The B2 CFR reflects GTL's lack of scale and narrow business focus;
high leverage, primarily the result of acquisitions and
shareholder returns; and modest regulatory risk.  Low operating
margins suggest an intense competitive environment, which Moody's
does not expect to change materially over the near-term despite
industry consolidation.  Strong market share within the
correctional telecommunications industry, track record of
successful integration of acquisitions, high retention rate and
long-term contracts, and good liquidity support the rating.

The stable rating outlook assumes that leverage will remain in the
low 4 times debt-to-EBITDA range and that free cash flow will
remain in the mid to upper single digit range as a percent of
debt.  However, the proposed $40 million delayed draw term loan
will likely support acquisition activity, and based on probable
pre-synergy purchase multiples, GTL could incur a temporary
increase in leverage.  Given management's track record of
successful integration of acquisitions, an acquisition would not
necessarily result in a negative ratings action, assuming leverage
remained at or below 5 times with expectations for it to decline.
The narrow business focus, lack of scale, and likelihood of
continued acquisitions constrains the rating and limits upward
momentum.

Moody's previous rating action for GTL occurred on January 6,
2009, when Moody's affirmed the B2 corporate family rating.

Global Tel*Link Corporation, based in Mobile, Alabama, provides
telecommunications services to correctional facilities.
GTL acquired the former MCI corrections division from Verizon on
July 18, 2007, to become the largest such provider in the United
States, serving 1,400 facilities and approximately 1 million
inmates.


HANSEN'S DAIRY: Temporarily Closes Store in Allouez
---------------------------------------------------
Hansen's Dairy & Deli closed its store in 1329 S. Webster Avenue,
in Allouez, temporarily, Green Bay Press-Gazette reports.

According to the report, Hansen's closed two stores, on East Mason
and Gray streets, in November.  The Allouez store was its one
remaining outlet.

Hansen's Dairy & Deli filed for Chapter 11 protection from its
creditors in May.


HARRISBURG, PENNSYLVANIA: To Default on $2MM Payment in March
-------------------------------------------------------------
Stan Rosenberg at Dow Jones Newswires reports that Harrisburg, Pa.
City Controller Daniel C. Miller said Pennsylvania's capital city
won't have enough money to meet a $2 million bond payment due
March 1 and could default as early as that date.

Dow Jones relates Harrisburg's city council is attempting to
rework a final 2010 budget by February 15 and is considering
various maneuvers, including raising taxes, applying for a state
takeover through a municipal oversight program and bankruptcy.

According to Dow Jones, Harrisburg has $68 million in debt coming
due this year in connection with a soured 2004 waste incinerator
retrofit that created about $300 million in debt.  Dow Jones says
Harrisburg no longer is selling steam generated by the facility,
and the Harrisburg Authority, owner of the plant, doesn't have
enough money to fix it.

Both Harrisburg and Dauphin County, where the city is located,
guaranteed the bond debt.  Dow Jones recalls that when the
authority in 2008 proposed raising its rates by 159%, the county
went to court, claiming county residents would be affected, and it
won.

Dow Jones relates the county wants Harrisburg to sell assets, like
its City Island recreational complex located in the middle of the
Susquehanna River, and the incinerators.  The county also wants
the city's parking garages and parking lots leased.

Dow Jones relates Mr. Miller, a former city councilman, said Susan
Brown-Wilson, chair of the council's budget and finance committee,
is considering bringing in Chapter 9 experts to speak with city
officials, but newly-elected Mayor Linda D. Thompson opposes the
idea.

"It (bankruptcy) may be a good thing until we can get ourselves in
a position to act responsibly," Dow Jones quotes Mr. Miller as
saying. "I think it could be really the best situation."

                       About Harrisburg, Pa.

Harrisburg is the capital of the Commonwealth of Pennsylvania.
Harrisburg, as of the 2000 census, had a population of 48,950,
making it the ninth largest city in Pennsylvania.

Dow Jones says Harrisburg has $600 million in total debts.  In
2009, according to Dow Jones, Harrisburg skipped some bond
payments, leaving Dauphin County to make good on the debt by
drawing down reserves.

Harrisburg's debt is rated Ba2 by Moody's Investors Service.  Dow
Jones says the junk rating makes it highly unlikely Harrisburg
would be able to borrow again.


HAYES LEMMERZ: Dimensional Fund Stake Down to 439 Shares
--------------------------------------------------------
Dimensional Fund Advisors LP, has filed with the Securities and
Exchange Commission Amendment No. 2 to its Schedule 13G which was
initially filed on February 6, 2008.

The CUSIP number of the Common Stock is 420781304.

Dimensional Fund Advisors LP disclosed that it may be deemed to
beneficially own shares of Hayes Lemmerz International, Inc.'s
common stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Dimensional Fund Advisors LP               439           0%

Dimensional Fund Advisors LP, an investment adviser registered
under Section 203 of the Investment Advisors Act of 1940,
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.  In certain cases, subsidiaries of Dimensional
Fund Advisors LP may act as an adviser or sub-adviser to certain
Funds.  In its role as investment advisor, sub-adviser and/or
manager, neither Dimensional Fund Advisors LP or its subsidiaries
possess voting and/or investment power over the securities of the
Issuer that are owned by the Funds, and may be deemed to be the
beneficial owner of the shares of the Issuer held by the Funds.
However, all securities reported in this schedule are owned by the
Funds.  Dimensional Fund and its subsidiaries disclaim beneficial
ownership of such securities.  In addition, the filing of this
Schedule 13G shall not be construed as an admission that the
reporting person or any of its affiliates is the beneficial owner
of any securities covered by this Schedule 13G for any other
purposes than Section 13(d) of the Securities Exchange Act of
1934.

A full-text copy of 's amended Schedule 13G is available for free
at http://researcharchives.com/t/s?51ec

Originally founded in 1908, Hayes Lemmerz International, Inc.
(NasdaqGM: HAYZ) is a worldwide producer of aluminum and steel
wheels for passenger cars and light trucks and of steel wheels for
commercial trucks and trailers.  The Company is also a supplier of
automotive powertrain components.  The Company has global
operations with 23 facilities, including business, sales offices
and manufacturing facilities, located in 12 countries around the
world.  The Company sells products to every major North American,
Asian and European manufacturer of passenger cars and light trucks
and to commercial highway vehicle customers throughout the world.

The Company and certain affiliates filed for bankruptcy on
May 11, 2009 (Bankr. D. Del. Case No. 09-11655) after reaching
agreements with lenders holding a majority of the Company's
secured debt.  The Company's principal bankruptcy attorneys are
Skadden, Arps, Slate, Meagher & Flom, LLP.  Lazard Freres & Co.,
LLC, serves as the Company's financial advisors.  AlixPartners,
LLP, serves as the Company's restructuring advisors.  The Garden
City Group, Inc., serves as the Debtors' claims and notice agent.
As of January 31, 2009, the Debtors had total assets of
$1,336,600,000 and total debts of $1,405,200,000.

This is the Company's second trip to the bankruptcy court, dubbed
a Chapter 22, which was precipitated by an unprecedented slowdown
in industry demand and a tightening of credit markets.


HOLLEY PERFORMANCE: May Propose Chapter 11 Plan Until April 26
--------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware extended Holley Performance Products Inc., et
al.'s exclusive periods to propose a Chapter 11 Plan until
April 26, 2010; and to solicit acceptances of that Plan until
June 28, 2010.

The Debtor would use the additional time to:

   -- finalize discussions with their major stakeholders regarding
      their use of cash collateral;

   -- continue discussions regarding new financing upon their
      emergence from Chapter 11 and the terms of their
      reorganization in chapter 11; and

   -- permit their financial advisors to evaluate the Debtors'
      business and analyze the best options available to maximize
      value; and

   -- complete a review of the claims filed.

Holley Performance and its affiliates are leading suppliers of
performance automotive products.  The Company designs,
manufactures, and markets a diversified line of performance
automotive products, including carburetors, fuel pumps, fuel
injection systems, nitrous oxide injection systems, superchargers,
exhaust headers, mufflers, and automotive performance plumbing
products.

Holley Performance and its affiliates filed for Chapter 11 on
September 28, 2009 (Bankr. D. Del. Case No. 09-13333).  Pepper
Hamilton LLP represents the Debtors in their restructuring effort.
Ropes & Gray LLP is corporate counsel.  Epiq Bankruptcy Solutions
LLC serves as claims and notice agent.  The Debtors' cases have
been assigned to Judge Peter J. Walsh.  The petition says assets
and debts are between $100 million and $500 million.

Holley Performance returned to the bankruptcy court 19 months
after winning court approval of its last reorganization plan.


INDUSTRY WEST: Has Access to Rental Income Until April 30
---------------------------------------------------------
The Hon. Alan Jaroslovsky of the U.S. Bankruptcy Court for the
Northern District of California authorized Industry West Commerce
Center, LLC, to use the rental income and other cash collateral,
if any, of its various secured creditors to pay the costs of
operating and maintaining the real property until April 30, 2010,
unless extended by consent of the secured creditors in question.

As adequate protection for the Debtor's use of each secured
lender's cash collateral, each lender is granted a replacement
lien on any and all post petition rent and other income arising
out of that secured lender's real property collateral.  The
replacement lien on will have the same priority, validity, and
extent as the particular secured lender's lien on prepetition
collateral.

The Debtor will also permit any secured lender to inspect its
collateral on reasonable notice.

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.


JOHN LIMM: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------
Joint Debtors: John C. Limm
               Sook K. Limm
               58 Richardson Road
               Robbinsville, NJ 08691

Case No.: 10-13685

Type of Business:

Chapter 11 Petition Date: February 9, 2010

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

Debtors' Counsel: Carol L. Knowlton, Esq.
                  Teich Groh
                  691 State Highway 33
                  Trenton, NJ 08619
                  Tel: (609) 890-1500
                  Email: cknowlton@teichgroh.com

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

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

According to the schedules, the Company has assets of $11,911,000,
and total debts of $6,437,207.

The petition was signed by the Joint Debtors.

Debtors' List of 12 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Asiana Bank of America     Credit Card            $5,582

Beneficial                 Credit Card            $12,774

Bok S. Kim                                        Unknown
58 Richardson Road
Trenton, NJ 08691

Brunswick Trust Bank       Personal Loan          $26,381

CitiFinancial Services,                           $10,673
Inc.

Discover                   Credit Card            $4,527

Emerge                     Credit Card            $8,256

GE Money LOC               Credit Card            $12,807

PNC Bank                                          $14,000

Sam's Club Discove         Credit Card            $3,608

Sears Credit Cards         Credit Card            $7,598

State of New Jersey        Sales Tax              $20,000
Attorney General Office
Richard J. Hughes Justice
Complex


JOSEPH NEVAREZ: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Joseph Kevin Nevarez
               Michele Rene Nevarez
               2750 Monte Bello
               Las Cruces, NM 88011

Bankruptcy Case No.: 10-10527

Chapter 11 Petition Date: February 9, 2010

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Robert H. Jacobvitz

Debtors' Counsel: Sidney J. Diamond, Esq.
                  3800 N Mesa St Ste C4
                  El Paso, TX 79902-1535
                  Tel: (915) 532-3327
                  Fax: (915) 532-3355
                  Email: usbc@sidneydiamond.com

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

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

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

                 http://bankrupt.com/misc/nmb10-10527.pdf

The petition was signed by the Joint Debtors.


K-V PHARMACEUTICAL: Sees Going Concern Doubt from Auditor
---------------------------------------------------------
K-V Pharmaceutical Company said in a regulatory filing that it was
not in a position to file its Quarterly Report on Form 10-Q for
the Company's third fiscal quarter ended December 31, 2009, with
the U.S. Securities and Exchange Commission due to the time
required to (1) complete the previously disclosed internal
investigation, which was completed in June 2009, conducted by the
Audit Committee of the Company's Board of Directors with respect
to a range of specific allegations involving, among other items,
U.S. Food and Drug Administration regulatory and other compliance
matters and management misconduct, (2) resolve certain matters
with a potential financial reporting impact resulting from such
investigation and (3) evaluate the financial statement
implications of the provisions of the consent decree the Company
entered into with the FDA on March 2, 2009, as previously
disclosed, and of the previously disclosed actions to recall all
of the products it manufactured, suspend manufacturing and
shipment of its products, substantially reduce its workforce and
realign its cost and organizational structure.

The Company intends to prepare the Form 10-Q after it files its
Annual Report on Form 10-K for the Company's fiscal year ended
March 31, 2009, but is unable, at this time, to estimate when the
Form 10-Q will be filed.

Upon completion of the Company's evaluation of its internal
controls over financial reporting, the Company expects to report
in its Annual Report on Form 10-K for the Company's fiscal year
ended March 31, 2009 and the Form 10-Q, when such reports are
filed, a number of material weaknesses in internal controls over
financial reporting.  In addition, the Company believes that there
is substantial doubt regarding its ability to continue as a going
concern and, as a result, the Company expects that the report of
its independent registered public accounting firm accompanying its
annual consolidated financial statements likely will include an
explanatory paragraph disclosing the existence of substantial
doubt regarding the Company's ability to continue as a going
concern.

                      About KV Pharmaceutical

KV Pharmaceutical Company -- http://www.kvpharma.com-- is a
fully integrated specialty pharmaceutical company that develops,
manufactures, acquires and markets branded and generic/non-
branded prescription pharmaceutical products.  The company has a
range of dosage form capabilities, including tablets, capsules,
creams, liquids and ointments.  KV conducts its branded
pharmaceutical operations through Ther-Rx Corporation (Ther-Rx)
and its generic/non-branded pharmaceutical operations through
ETHEX Corporation (ETHEX).  Through Particle Dynamics, Inc.
(PDI), the company also develops, manufactures and markets
value-added raw material products for the pharmaceutical,
nutritional, personal care, food and other markets.  The company
has developed a variety of drug delivery and formulation
technologies, which are primarily focused in four principal
areas: SITE RELEASE; tastemasking; oral controlled release, and
oral quick dissolving tablets.


KLCG PROPERTY: KeyLime Cove Water Park Set for March 16 Auction
---------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that KLCG Property LLC and
Gurnee Property LLC obtained approval from the Bankruptcy Court to
conduct a sale process for their KeyLime Cove indoor water park in
Gurnee, Illinois.

Under the Court approved procedures, secured lender Dougherty
Funding LLC will buy the property, unless a better offer turns up
at the auction.  Competing bids are due initially March 12,
preceding a March 16 auction and a March 22 hearing for approval
of the sale.

Dougherty is offering to pay $65 million by exchanging some of the
pre-bankruptcy secured debt and the $2.8 million loan to finance
the Chapter 11 effort.  Dougherty is owed $89.5 million on a
construction loan.

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

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


LEHMAN BROTHERS: To Divest 12 Asian Investments as Prices Rise
--------------------------------------------------------------
Cathy Chan and Daniel Ten Kate at Bloomberg report that the
liquidators of Lehman Brothers' Hong Kong units expect to divest a
dozen more of their Asian investments and loans in the next three
months after recovering more than 100% on 11 positions.

"We've been working these positions as any investment bank would,"
said Edward Middleton of KPMG China, an affiliate of KPMG
International, one of the court-appointed liquidators.

                        About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEWIS EQUIPMENT: Examiner Says Trustee Not Necessary
----------------------------------------------------
Bill Rochelle at Bloomberg News reports that the examiner
appointed in Lewis Equipment Co.'s cases said in a report
submitted to the U.S. Bankruptcy Court for the Northern District
of Texas that management need not be supplanted by a Chapter 11
trustee.  Milo H. Segner Jr., the examiner, said while there were
"poor internal controls and less than adequate accounting, along
with the failure to follow corporate formalities," he found no
"pattern of intentional fraud, conversion, or secretion of
assets."  To the contrary, Mr. Segner said, most of the facts
forming the basis for the lenders' allegations were "hiding in
plain sight."  Mr. Segner said that failures to comply strictly
with loan agreements were "typical in a closely held corporation."

According to the Bloomberg report, Mr. Segner also stated that
Company principal Kyle Lewis took "large amounts" of dividends and
compensation to buy similar businesses in New Zealand and
Australia.  To rectify what may amount to valid claims by the
company or its creditors against Kyle Lewis and the offshore
affiliates, Mr. Segner recommended that the company file a Chapter
11 plan providing full payment to all creditors, bolstered by "an
infusion of cash" from Kyle Lewis.  Absent full payment, the plan
should bring in the affiliates and their assets under a theory
known as substantive consolidation.  Mr. Segner said there should
be an agent or trustee to oversee implementation of the plan.

An examiner was appointed to investigate whether Lewis Equipment
improperly dealt with secured lenders' collateral.  The lenders
requesting the examiner were Fifth Third Bank and Wachovia
Financial Services Inc.

Grand Prairie, Texas-based Lewis Equipment Company, Inc., operates
a construction business.  The Company and its affiliates filed for
Chapter 11 on Sept. 18, 2009 (Bankr. N.D. Tex. Case No. 09-45785
to 09-45814).  Davor Rukavina, Esq., at Munsch, Hardt, Kopf & Harr
represents the Debtors in their restructuring efforts.  In their
petition, the Debtors listed assets and debts both ranging from
$100,000,001 to $500,000,000.


LODGIAN INC: Dimensional Fund Owns 9.38% of Common Stock
--------------------------------------------------------
Dimensional Fund Advisors LP has filed with the Securities and
Exchange Commission Amendment No. 3 to its Schedule 13G which was
initially filed on February 2, 2007.

The CUSIP number of the Common Stock is 54021P403.

Dimensional Fund Advisors LP disclosed that it may be deemed to
beneficially own shares of Lodgian, Inc.'s common stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Dimensional Fund Advisors LP            2,034,983      9.38%

Dimensional Fund Advisors LP, an investment adviser registered
under Section 203 of the Investment Advisors Act of 1940,
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 (such investment companies, trusts and accounts,
collectively referred to as the "Funds").  In certain cases,
subsidiaries of Dimensional Fund Advisors LP may act as an adviser
or sub-adviser to certain Funds.  In its role as investment
advisor, sub-adviser and/or manager, neither Dimensional Fund
Advisors LP or its subsidiaries possess voting and/or investment
power over the securities of the Issuer that are owned by the
Funds, and may be deemed to be the beneficial owner of the shares
of the Issuer held by the Funds.  However, all securities reported
in this schedule are owned by the Funds.  Dimensional Fund and its
subsidiaries disclaim beneficial ownership of such securities.  In
addition, the filing of this Schedule 13G shall not be construed
as an admission that the reporting person or any of its affiliates
is the beneficial owner of any securities covered by this Schedule
13G for any other purposes than Section 13(d) of the Securities
Exchange Act of 1934.

A full-text copy of Dimensional Fund's amended Schedule 13G is
available for free at http://researcharchives.com/t/s?51ed

                       About Lodgian, Inc.

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

                       Going Concern Doubt

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

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

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

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

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


LOUISIANA FILM: Federal Judge Approves Liquidation of Assets
------------------------------------------------------------
Alan Sayre at The Associated Press reports that a federal judge
approved the liquidation of Louisiana Film Studios LLC after
negotiation with potential buyers had not produced results and
ceased operations.

The ruling paves way for a trustee to track down assets that could
be used to pay the Company's creditors.  The Company is involved
in a $1.7 million dispute with New Orleans Saints and coaches.

Louisiana Film Studios, LLC, was a movie studio based in Harahan,
Louisiana.

The AP recounts that fifteen current and former team members paid
the money to Louisiana Film late in 2008 for what they thought
would be state movie industry tax credits returning $1.33 for each
dollar invested.  State officials said the studio never applied
for the credits and the money has not been returned.

A group of the credit buyers that include 47 Construction, LLC, et
al., filed a petition to put the Company into Chapter 11
protection on July 23, 2009 (Bankr. E.D. La. Case No. 09-12232).


LUCY BROWNE'S: Files for Chapter 11 Bankruptcy in New Orleans
-------------------------------------------------------------
Adrianne Pasquarelli at Crain's New York reports that Lucy
Browne's filed for Chapter 11 Bankruptcy in New Orleans, listing
assets of between $1 million and $10 million, and liabilities of
between $100,000 and $500,000.

According to report, the company was not able to attain the
business volume needed for a profit, and fell behind in rent
payments.  The company owes over $12,000 to Swede Farms and
$10,000 to Brooklyn's Arrow Linen Supply Co.

Lucy Browne's operates a chain of restaurants.


MAGNA ENTERTAINMENT: Faces Suit to Recover Wagering Proceeds
------------------------------------------------------------
A group of horse-racing associations in California has filed a
lawsuit against Magna Entertainment Corp., accusing the Debtor of
holding on to $2.6 million in wagering proceeds that -- the
plaintiffs assert -- belong to them under California law.

The Defendants in the suit are Los Angeles Turf Club, Inc.; Magna
Entertainment Corp.; Pacific Racing Association, Inc.; MEC Land
Holdings (California) Inc.; and The Santa Anita Companies, Inc.
The Defendants own or operate two California racetracks and racing
associations.

The group points to a prior motion by the Defendants seeking Court
permission to distribute certain statutory disbursements.
According to the group, the Defendants in their motion admitted
that virtually all of the statutory distributions are and were
being held in segregated accounts for the benefit of the
Plaintiffs.  The members of the racing group have filed proofs of
claim in Magna's bankruptcy case, asserting, among other things,
the amounts of statutory distributions belonging to each that
should be disbursed to them, respectively.

In its complaint, the group seeks, among other things (i) a
declaratory judgment that at all times since wagers were made,
pursuant to the Horse Racing Law and the Interstate Horseracing
Act, the Defendants have held the required statutory distributions
in statutory or constructive trust for the Plaintiffs, that the
Plaintiffs each have the sole legal and equitable interest in
their respective distributions, that the Defendants do not have a
legal or equitable interest in the statutory distributions, and
that such distributions are not property of the estate; (ii) in
the alternative, a declaratory judgment that the Defendants
wrongfully obtained the statutory distributions as a result of the
Defendants' fraudulent or negligent misrepresentations, and
therefore the Defendants have held the distributions in
constructive trust for the Plaintiffs, that the Plaintiffs each
have the sole legal and equitable interest in their statutory
distributions, that the Defendants do not have an legal or
equitable interest in the distributions, and that such
distributions are not property of the estate; and (iii) injunctive
relief requiring the Defendants, as trustees with respect to the
statutory distributions, to immediately distribute to the
Plaintiffs the amount of the statutory distributions, which may or
may not have been held in segregated accounts for the benefit of
the Plaintiffs on the Petition Date, and any other assets held by
the Defendants on the Petition Date that had a nexus with such
statutory distributions.

With respect to any portion of the statutory distributions that
did not have a nexus with the assets held by the Defendants on the
Petition Date, the group seeks, among other things, a declaratory
judgment that the Defendants are liable to the Plaintiffs for
conversion of the Statutory Distributions Balance, that Plaintiffs
are entitled to an award of damages for the amount of the
Statutory Distributions Balance, and that, therefore, each
Plaintiff is entitled to an allowed claim in the amount of its
respective Statutory Distributions Balance.

In addition, Plaintiff Southern California Off Track Wagering,
Inc., seeks, among other things, (i) a declaratory judgment (a)
that the amount by which Los Angeles Turf Club's Simulcast
Expenses exceed its Simulcast Revenues in its Simulcast Account
under a limited partnership agreement among SCOTWINC, LATC, and
others, dated March 16, 1988, was and is a lawful debt owed by
LATC to SCOTWINC, and (b) that SCOTWINC has a valid right to
setoff the Simulcast Account Deficit against the amounts owed by
SCOTWINC to Defendant LATC; (ii) a modification of the automatic
stay, pursuant to 11 U.S.C. Sections 362(d)(1) and 553(a), to
permit SCOTWINC to setoff the Simulcast Account Deficit against
the amounts owed by SCOTWINC to Defendant LATC; and (iii) in the
alternative, a modification of the automatic stay, pursuant to 11
U.S.C. Sections 362(d)(2) and 553(a), to permit SCOTWINC to setoff
the Simulcast Account Deficit against the amounts owed by SCOTWINC
to Defendant LATC.

A full-text copy of the Complaint, including a list of the
Plaintiffs, is available at no charge at
http://bankrupt.com/misc/MECRAsComplaint.pdf

The Plaintiffs are represented by:

          Lawrence P. Gottesman, Esq.
          Michelle McMahon, Esq.
          BRYAN CAVE LLP
          1290 Avenue of the Americas
          New York, New York 10104-3300
          Tel: (212) 541-2000
          Fax: (212) 541-4630

                     About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., are the
Debtors' local counsel.  Miller Buckfire & Co. LLC is the Debtors'
investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent for the Debtors.

Magna Entertainment Corp. had total assets of $1.054 billion and
total liabilities of $947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MAGNA ENTERTAINMENT: Seeks April 30 Extension of Exclusive Periods
------------------------------------------------------------------
Magna Entertainment Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive periods to file and solicit acceptances of a plan of
reorganization.

The Debtors seek an April 30, 2010, extension of their exclusive
plan filing deadline, and a June 29, 2010, extension of their
exclusive solicitation deadline.

The Debtors explain that they are currently working with the
Official Committee of Unsecured Creditors and MID Islandi sf to
expeditiously memorialize the terms of a compromise and settlement
to be implemented through a chapter 11 plan of reorganization.
The Debtors relate the discussions necessarily include regulatory,
licensing and tax matters, all of which impact the structuring of
the Plan.

"All of the foregoing is designed to not only foster an
expeditious exit from Chapter 11, but also that such exit be
seamless," the Debtors said.  "Within this backdrop, the Debtors
realize that planning and precision does take concentration,
cooperation and responsiveness from many third parties.  So, while
the principals may be in accord, time beyond the current statutory
limits may be required."

As reported by the Troubled Company Reporter on January 12, 2010,
MI Developments Inc., its subsidiary MID Islandi -- MID Lender --
and Magna Entertainment agreed in principle to the terms of a
settlement and release with the Unsecured Creditors Committee in
connection with the action commenced by the Committee with respect
to the bankruptcy proceedings of MEC.  As reported by the TCR on
July 24, 2009, the Committee sued various parties including MID
and MID Islandi, seeking recharacterization as equity of the MID
Lender's claims in relation to the indebtedness previously
advanced to MEC and its subsidiaries, equitable subordination of
the MID Lender's claims against the Debtors, and avoidance of
allegedly fraudulent transfers to the MID Lender.  The Committee
also sought leave of the Court to pursue a separate action against
MID that alleges, among other things, breach of fiduciary duty
owed to MEC and its creditors.

Under the terms of the settlement agreement, in exchange for the
dismissal of the Action with prejudice and a full release of MID,
the MID Lender, their affiliates, and all current and former
officers and directors of MID and MEC and their respective
affiliates, the MEC unsecured creditors will receive US$75 million
in cash plus US$1.5 million as a reimbursement for certain
expenses in connection with the Action.

In addition, the parties also agreed that: (i) upon the sale of
MEC's Thistledown assets, MID will receive the first US$20 million
of the proceeds from such sale and the unsecured creditors will
receive any proceeds in excess of such amount; (ii) upon the sale
of MEC's Maryland Jockey Club, MID will receive the first US$20
million of the proceeds from such sale (subject to satisfying the
secured claim of PNC Bank and all allowed trade claims directly
against MJC and its subsidiaries) and MID and the unsecured
creditors of MEC will share any proceeds in excess of such amount
on a 50/50 basis; and (iii) upon the sale of Lone Star Park
pursuant to an agreement previously filed in the Bankruptcy Court,
the unsecured creditors will receive the first US$20 million of
the proceeds from such sale and MID will receive any proceeds in
excess of such amount.  MID will also have the right to receive
the assets or proceeds from the sale of Portland Meadows.

MID, MEC and the Committee have agreed to support a Plan of
Reorganization which will provide for the remaining assets of MEC
to be transferred to MID, including, among other assets, Santa
Anita Park, Golden Gate Fields, Gulfstream Park (including MEC's
interest in The Village at Gulfstream Park, a joint venture
between MEC and Forest City Enterprises, Inc.), AmTote
International, Inc. and XpressBet, Inc.

A hearing on the Debtors' request is slated for March 3, 2010, at
3:00 p.m.  Objections are due February 12, 2010.

                     About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., are the
Debtors' local counsel.  Miller Buckfire & Co. LLC is the Debtors'
investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent for the Debtors.

Magna Entertainment Corp. had total assets of $1.054 billion and
total liabilities of $947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MALIBU ASSOCIATES: Claims Bar Date Set 35 Days After January 26
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
ruled that the last day for creditors to file proofs of claim

and for equity holders to file proofs of interest against the
Malibu Associates, LLC's bankruptcy estate is 35 days from the
date of service of the bar date notice.

The Debtor mailed the bar date notice on January 26, 2010.

Malibu, California-based Malibu Associates, LLC, dba Malibu
Country Club and Malibu Country Club filed for Chapter 11 on
November 3, 2009 (Bankr. C.D. Calif. Case No. No. 09-24625).
Ashleigh A. Danker, Esq., at Kaye Scholer LLP represents the
Debtor in its restructuring effort.  According to the schedules,
the Company has assets of $42,853,592, and total debts of
$35,758,538 as of the petition date.


MAQSOOD MIR: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Maqsood H. Mir
        9600 River Road
        Potomac, MD 20854

Bankruptcy Case No.: 10-12693

Chapter 11 Petition Date: February 9, 2010

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

Judge: Paul Mannes

Debtor's Counsel: Richard B. Rosenblatt, Esq.
                  The Law Offices of Richard B. Rosenblatt
                  30 Courthouse Square, Ste. 302
                  Rockville, MD 20850
                  Tel: (301) 838-0098
                  Email: rrosenblatt@rosenblattlaw.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 $3,657,000,
and total debts of $1,931,023.

A full-text copy of Mr. Mir's petition, including a list of his 15
largest unsecured creditors, is available for free at:

                 http://bankrupt.com/misc/mdb10-12693.pdf

The petition was signed by Mr. Mir.


MARK GINSBURG: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Mark J. Ginsburg
          aka Mark Ginsburg
          aka Dr. Mark Ginsburg
        Temporary Residence
        2457 NE 26th Street
        Lightouse Point, FL 33064

Bankruptcy Case No.: 10-13056

Type of Business:

Chapter 11 Petition Date: February 9, 2010

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

Judge: Raymond B. Ray

Debtor's Counsel: Chad P. Pugatch, Esq.
                  101 NE 3 Ave, Suite 1800
                  Ft. Lauderdale, FL 33301
                  Tel: (954) 462-8000
                  Email: cpugatch.ecf@rprslaw.com

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

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

According to the schedules, the Company has assets of $16,675,693,
and total debts of $47,823,735.

The petition was signed by Mr. Ginsburg.

Debtor's List of 16 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Bank Midwest, NA           Personal Guaranty      $4,000,000
1100 Main Street           on loan for MRB,
Suite 350                  LLC construction
Kansas City, MO 64105      loan for 2030 W.
                           McNab Road, Ft.
                           Lauderdale, FL 33309

Bank of America            Credit Card            $78,526

BankFirst                  Personal Guaranty      Unknown
1031 W. Morse Blvd.        on loan for SWP
Winter Park, FL 32789      Palm Beach, LLC

Beher Holdings, Ltd., Inc. Personal Guaranty      $7,000,000
715 Washington Place       on Mezzanine Loan
Suite 4
Baltimore, MD 21218

Chase                      Credit Card            $6,000

Chase Toys-R-Us            Credit Card            $5,173

Citi AA Advantage          Credit Card            $25,448

Citi Diamond MC            Credit Card            $1,169

First Southern Bank        Personal Guaranty      $580,000
900 N. Federal Highway     of mortgage on
Suite 300                  loan for Farm Land
Boca Raton, FL 33432       in Ft. Pierce/Port
                           St. Lucie (300 Acres)

Jerry Blair, FLP           Personal Guaranty      $500,000
c/o David Haber, Esq.      on mortgage note
SunTrust International     for 901 Brickell
Center                     Avenue
One SE 3 Avenue,           Apt. 3708
Suite 1820                 Miami, FL 33131
Miami, FL 33131

PNC Aviation Finance       Personal Guaranty      $2,122,077
Group                      on loan for
4355 W. Emerald Street     Gulfstream III
Suite 100
Boise, ID 83706

Reliance Aviation          Personal Guaranty      Unknown
Management, LLC            on Business Debt
c/o Dennis J. Olle,        N750RA, LLC
Registered Agent
2601 S. Bayshore Drive,
Suite 1600
Miami, FL 33133

Wachovia Bank              Personal Guaranty      $8,789,585
225 Water Street           on loan for
Jacksonville, FL 32202     Gulfstream II,
                           Gulfstream III and
                           Hawker airplanes

Wachovia Bank              Personal Guaranty      $7,800,000
225 Water Street           for Port St. Lucie
Jacksonville, FL 32202     property collateral
                           by Roseate
                           Spoonbill, Inc. and
                           MRB, LLC property

Wachovia Bank              Personal Guaranty      $3,715,693
225 Water Street           for secured loan by
Jacksonville, FL 32202     Roseate Spoonbill,
                           Inc.
                           2030 W. McNab Road
                           Ft. Lauderdale,
                           FL 33309

Wachovia Bank              Personal Guaranty      $689,518
225 Water Street           for 2001 Fairline
Jacksonville, FL 32202     Squadron


MEDAFOR INC: CryoLife Sends Letter to Firm's Shareholders
---------------------------------------------------------
CryoLife, Inc., has sent a letter to Medafor shareholders, saying,
"As you have read in our press release dated February 2, 2010,
CryoLife now owns approximately 11 percent of Medafor.  As a
result, CryoLife has acquired additional shareholder rights,
including the right to call a special meeting of Medafor
shareholders.  We did receive a letter from Medafor's board on
January 22, 2010 indicating that Medafor's board is giving serious
consideration to our proposal to acquire the outstanding shares of
Medafor for $2.00 per share in cash and stock.  We at CryoLife
remain committed to engaging with Medafor in good faith
negotiations about this proposal in order to help maximize value
for all shareholders.  However, it has been over two weeks since
Medafor's board last communicated with us and almost four weeks
since we sent our first letter to the Company.  Therefore, we sent
another letter to Medafor's board on February 5, 2010, copied
below, asking them to articulate their process and timing in
response to our letters."

"We believe our initial proposal to Medafor is compelling. We look
forward to engaging Medafor's board to fully discuss the complete
set of opportunities that exist for both companies as a combined
entity.  We are disappointed that Medafor's board has not yet
contacted us to explore this opportunity in earnest.  We find the
continued delay on the part of Medafor to be harmful to Medafor
shareholders and, as Medafor's largest shareholder, we are
prepared to take action on behalf of all shareholders to ensure
that the board upholds its fiduciary responsibilities."

                           Medafor Today

CryoLife's goal is to acquire Medafor in order to maximize the
potential of its hemostatic technology and the related products,
such as HemoStase.  Medafor is facing significant capital
constraints that are restricting its ability to invest in its
technology and products and adequately maximize their market
rollout.  The Company has been trying to raise funds for the last
two years in order to meet basic corporate needs such as working
capital, but has to our understanding largely been unable to do
so.  Furthermore, Medafor received a going concern letter from its
auditors at KPMG on September 11, 2009, as a part of Medafor's
2008 financial audit.  Going concern qualifications in financial
audits are issued by accounting firms when there are substantial
doubts that a company will have the financial resources to remain
in business over the next 12 months.  Common stock shareholders
could lose their entire investment in Medafor should the Company
ultimately fail to raise necessary funding and file for
bankruptcy.

Medafor's capital constraints have forced the Company to
repeatedly issue new shares in order to raise capital. The Company
has also issued new shares, in lieu of cash, to compensate
consultants and employees.  This has resulted in a continual
dilution of shareholders, with common shares issued almost
tripling from approximately 7.7 million shares outstanding in 2005
to 20.9 million in 2009, along with additional warrants.  Put
another way, holding all other factors constant, a share of
Medafor common stock that was worth $2.00 in 2005 would be worth
$.73 today, due to the dilution caused by the additional
13.2 million shares management has issued.  Any additional sales
of common stock by Medafor will further dilute shareholders and
may reduce the value per share of Medafor stock.

In addition, we believe that Medafor has also failed to provide
adequate IP protection for its hemostatic technology.  Arista's
main patent is patent protected only in the U.S., Germany and
France.  As a result, at least one competitor with prior
affiliation to Medafor has been able to launch and commercialize a
competing product in Europe and other international markets,
negatively impacting CryoLife's and Medafor's sales.  CryoLife has
repeatedly asked Medafor management to take action to defend its
IP and our investment.  Medafor's inability to adequately protect
its IP hinders its growth potential and adversely impacts the
Company's value for its shareholders and commercial partners.

                  CryoLife - a Better Way Forward

CryoLife has the resources, expertise and financial strength to
maximize the potential of Medafor's hemostatic technology and
related products for the benefit of shareholders and patients.  In
addition to cash, our current proposal offers a stock component
that will allow Medafor shareholders to take part in CryoLife's
future successes.

CryoLife have a proven and experienced management team that has
brought several products to market, across multiple product lines,
including BioGlue, a leading global surgical adhesive.  CryoLife
management team has over 150 years combined experience in the
medical device and related industries, and is absolutely committed
to our business.  They have the skills necessary to maximize the
potential of Medafor's underlying technology, including
manufacturing, product marketing and FDA label expansion
experience.

CryoLife has a 50-person strong direct sales force that has helped
our products achieve market dominant positions.  With this team,
CryoLife has become one of the worldwide leaders in sealants and
vascular and cardiac allografts.  CryoLife direct sales force
operates in the U.S., UK and Germany and we have sales
representatives in over 70 countries.  Combined with our access to
world class cardiac and vascular surgery centers across the U.S.
and our relationships with over 1,000 cardiac and vascular
surgeons, CryoLife are confident our sales force and distribution
network would maximize Medafor's hemostatic technology for all
shareholders.

CryoLife's strong track record is evidenced in its success as
Medafor's largest distributor.  CryoLife increased HemoStase's
sales from $1.5 million in 2008 to $6.0 million in 2009,
demonstrating quarterly sequential revenue growth in each quarter
that we have sold the product.

In addition, CryoLife's strong cash and liquidity position allows
us to make significant investments in R&D, marketing, product
rollouts and the protection of our IP.  Presently CryoLife have
cash balances in excess of $34 million plus availability under our
line of credit of $14.5 million.  In 2009 alone, CryoLife invested
$24.8 million in R&D and marketing.  If CryoLife are successful in
acquiring Medafor, CryoLife plan to invest a significant amount of
capital in further developing and marketing their hemostatic
technology and related products like HemoStase.

                            Summary

CryoLife hope that the Medafor board will engage with CryoLife in
discussions over the details of our proposal in a timely manner.


MESA AIR: Delta Air Wants Lift Stay to Pursue Litigation
--------------------------------------------------------
Delta Air Lines, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York to lift the automatic stay so that
it may proceed with the litigation captioned:

   (i) Mesa Air Group, Inc., and Freedom Airlines, Inc. v. Delta
       Air Lines, Inc., Civil Action 1:08-CV-1334-CC (N.D. Ga.)
       -- ERJ Litigation -- and

  (ii) Delta Air Lines, Inc. v. Mesa Air Group, Inc. and Freedom
       Airlines, Inc., Civil Action 1:09-CV-2267-CC (N.D. Ga.)
       -- MFN Litigation.

Delta operates its own "mainline" flights, and also operates the
Delta Connection program, in which it contracts with other
carriers to provide regional flight services that connect Delta's
main hubs with smaller cities and airports.  Debtor Freedom
Airlines, Inc., a wholly-owned subsidiary of Debtor Mesa Air
Group, Inc., is one of those regional carriers operating 50-seat
regional aircraft in the Delta Connection program.

The code share relationship between Delta and the Debtors is
governed by a 2005 Delta Connection Agreement dated May 3, 2005.
The ERJ Agreement is a "capacity-purchase" arrangement under which
Delta pays Freedom to supply and operate regional aircraft
according to schedules that Delta establishes.  The ERJ Agreement
gives Delta the exclusive right to set schedules for aircraft
flown by Freedom, choose the airports from which Freedom must
operate -- sometimes called "hubs" -- sell all tickets for the
flights, and collect all passenger revenue.  Freedom's obligation
is to operate the flights Delta schedules and offers for sale to
the flying public.

Delta reimburses Freedom for certain costs the Debtor incurs in
operating its regional aircraft.  Delta also pays Freedom a 4%
mark-up on those costs if Freedom achieves a "completion rate" of
at least 95% for a given month's operations.  A "completion rate"
is simply the percentage of scheduled flights that actually reach
their destination.

According to H. Slayton Dabney Jr., Esq., at King & Spalding LLP,
in New York, Delta may terminate the ERJ Agreement under certain
circumstances; three of which are relevant at this time.

First, Delta is entitled to terminate without cause and at its
sole discretion 90 months after the effective date of the ERJ
Agreement or November 2012.  Second, Delta may terminate in the
event of a material breach by Mesa or  Freedom.  To do so, Delta
must first provide the Debtors with written notice of their
material breach to provide Debtors with an opportunity to cure the
breach.  Third, the ERJ Agreement provides that "Delta shall have
the right to terminate this ERJ Agreement immediately and at its
sole option . . . if [Freedom] fails to maintain a completion rate
of ninety-five percent (95%) with respect to the Delta Connection
Flights during any three (3) months during any consecutive six (6)
month period."

                           Litigation

Mr. Dabney relates that the parties were engaged in two lawsuits
relating to the ERJ Agreement, both of which are pending before
Judge Clarence Cooper of the United States District Court for the
Northern District of Georgia, before the Petition Date.

(1) ERJ Litigation

According to Mr. Dabney, Freedom's performance under the ERJ
Agreement was inconsistent, at best.  Freedom failed to complete
95% of its flights in June 2007, July 2007, August 2007, October
2007, December 2007, and February 2008.

On March 28, 2008, Delta notified the Debtors that it was
terminating the ERJ Agreement based upon Freedom's failure to
complete 95% of its flights in three of six consecutive months.

On April 7, 2008, the Debtors initiated the ERJ Litigation to
enjoin Delta from terminating the Agreement.

In May 2008, Judge Cooper preliminarily enjoined Delta from
terminating the ERJ Agreement, concluding that there had been an
oral modification of the contract and that the Debtors might
succeed on a claim for equitable estoppel as a result of that
modification.  The United States Court of Appeals for the Eleventh
Circuit affirmed that preliminary injunction on
July 1, 2009.

The ERJ Litigation is now back before Judge Cooper pending a full
trial on the merits.  The parties were permitted additional
discovery prior to trial, and that discovery had not yet been
completed when the case was automatically stayed by the filing of
the Debtors' bankruptcy petitions.  The parties have two
additional depositions to take and must resolve certain
outstanding document issues to complete discovery.  Although a
trial date had not been set by the Georgia Court, the parties
discussed the schedule for completing discovery and the
possibility of holding a trial in March 2010.

On January 19, 2010, Judge Cooper entered an order staying Delta's
counterclaim in the ERJ Litigation because of the bankruptcy, but
his order explicitly does not stay Mesa's claims in the ERJ
Litigation, Mr. Dabney notes.

(2) MFN Litigation

On August 19, 2009, Delta initiated the MFN Litigation against the
Debtors, relating to Mesa's refusal to honor its contractual
obligation to be Delta's lowest-cost carrier, and to reduce its
"Base Rate" and "Pass Through" costs to match those of Pinnacle
Airlines, which, following the 2008 merger of Delta and Northwest
Airlines, Inc., has been the lowest-cost operator of 50-seat
aircraft within the Delta Connection program.

Delta seeks a judgment declaring that it has the right to
terminate the ERJ Agreement immediately because of Mesa's material
breach, and to recover all overpayments made to the
Debtors in 2009 and beyond.

Delta also alleges that it is entitled under the ERJ Agreement to
information from the Debtors about the Base Rate Costs and Pass
Through Costs that Freedom charges to other commercial airlines
for similarly configured aircraft.  Delta seeks an order directing
the Debtors to produce the requested information so that Delta can
confirm whether Debtors are in compliance with their obligation
under the ERJ Agreement to charge Delta rates
that are no higher than those charged to other code share
partners, Mr. Dabney relates.

The MFN Litigation was subsequently reassigned to Judge Cooper.
Mesa argued that the claims and defenses at issue in the MFN
Litigation would raise issues of fact that Judge Cooper already
had developed and reviewed in the ERJ Litigation.

The parties have fully briefed Mesa's partial motion to dismiss
the MFN Litigation, which at the time of Mesa's bankruptcy filing
was awaiting decision by Judge Cooper, but have conducted no
discovery.  Mesa has also indicated that it anticipates filing
counterclaims against Delta in the MFN Litigation.

By this Motion, Delta seeks relief from the automatic stay to
allow the ERJ Litigation to proceed to resolution before Judge
Cooper.  Further, Delta seeks relief from the stay to pursue
the MFN Litigation, either before Judge Cooper, should he decide
that he wishes to maintain jurisdiction of that matter, or before
the Bankruptcy Court in accordance with the proposed schedule
previously submitted to the Court by letter dated January 27,
2010.

To recall, Mesa recently filed a motion to assume the ERJ
Agreement, and the parties have submitted letters to the
Bankruptcy Court on the scheduling of the motion to assume.  Delta
disputes that Debtors have any continuing ability to perform under
the ERJ Agreement because the Agreement was properly terminated by
Delta prepetition.  Moreover, Delta disputes that the Debtors'
accrued and unpaid prepetition obligations are de minimis and
believes that the ERJ Agreement is not assumable because of, among
other reasons, the nature and size of the Debtors' defaults under
the ERJ Agreement.

Resolution of the ERJ Litigation and the MFN Litigation will
resolve substantial issues between the parties with respect to the
ERJ Agreement, Mr. Dabney says.  A final judgment in the ERJ
Litigation will resolve whether Delta, in fact, terminated the ERJ
Agreement, thereby avoiding the need for any further litigation on
the question of the Debtors' ability to assume that agreement, he
points out.

The MFN Litigation, moreover, will determine whether Delta has a
further right to recover millions of dollars in overpayment that
it has made to the Debtors since January 2009.  To the extent Mesa
files a counterclaim in the MFN Litigation, the validity of that
counterclaim and the amount of damages, if any, owed to the
Debtors will be determined.  At the conclusion of the ERJ
Litigation and the MFN Litigation, there should be few, if any,
remaining issues with respect to the ERJ Agreement, Mr. Dabney
tells the Bankruptcy Court.

Mr. Dabney assures the Bankruptcy Court that litigation in the
Georgia Court will not prejudice the interests of other creditors.

                      About Delta Air Lines

With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- became the world's largest airline
following merger with Northwest Airlines in 2008.  From its hubs
in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul,
New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year.   The merger closed on
October 29, 2008.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's.

                     About Mesa Air Group

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

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

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

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


MESA AIR: Sec. 341 Creditors' Meeting Set for February 26
---------------------------------------------------------
The United States Trustee for Region 2 will convene a meeting of
creditors of Mesa Air Group, Inc., and its debtor affiliates
pursuant to Section 341 of the Bankruptcy Code on February 26,
2010, at 1:00 p.m., Eastern Daylight Time, at the Office of the
United States Trustee, at 80 Broad Street, 4th Floor, in New York.

A representative of the Debtors, as specified in Rule 9001(5) of
the Federal Rules of Bankruptcy Procedure, is required to appear
at the meeting for the purpose of being examined under oath.

Creditors may examine the Debtors and ask questions as may
properly be raised at the meeting.  The meeting may be continued
or adjourned from time to time by notice at the meeting without
further written notice to creditors.

Creditors are invited to attend the meeting, but attendance is not
mandatory.  A creditor is anyone to whom a debtor owes money or
property.

Under the Bankruptcy Code, a debtor is granted certain protections
against creditors, and certain actions are prohibited, including
contacting a debtor to demand payment; taking any action against a
debtor to collect money owed; taking any action against property
of a debtor; and terminating or changing the terms of existing
contracts or agreements.  If unauthorized actions are taken by a
creditor against a debtor, the Bankruptcy Court may sanction that
creditor.

                     About Mesa Air Group

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

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

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

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


MESA AIR: Seeks to Access Letter of Credit of Up to $15 Mil.
------------------------------------------------------------
Mesa Air Group Inc. and its units ask authority from Judge Martin
Glenn of the U.S. Bankruptcy Court for the Southern District of
New York to enter into a new letter of credit facility totaling up
to $15 million with Compass Bank.

The Debtors also seek authority to use cash collateral pledged to
Compass Bank, grant adequate protection, and assume a prepetition
purchasing card agreement with Compass Bank, and cure any defaults
under the agreement.  The Debtors ask the Court to modify the
automatic stay to allow them to effectuate the agreements.

In the ordinary course of their business, the Debtors are required
to provide to third parties letters of credit to secure the
Debtors' payment or performance of certain obligations, including
workers' compensation obligations, obligations owed to
municipalities, obligations associated with foreign operations,
contractual or permit obligations, fuel and liquor taxes, airport
obligations, and United States, Canadian or other custom
requirements.

Failure to provide, maintain or timely replace these letters of
credit could jeopardize the Debtors' ability to conduct their
operations, according to Maria A. Bove, Esq., at Pachulski Stang
Ziehl & Jones LLP, in New York.  Compass Bank provides the Debtors
with letters of credit.

To recall, on January 8, 2010, the Debtors filed their Motion for
order authorizing them to continue and renew letters of credit and
surety bond programs, pursuant to which they sought authority to,
among other things, renew and obtain additional letters of credit
under their existing program with Compass Bank.  The Court
recently granted the Continue LOC Motion.

Mesa Air Group, Inc., Mesa Airlines, Inc., and Freedom Airlines,
Inc., on the one hand, and Compass Bank, on the other hand,
entered into a Second Amended and Restated Letter of Credit and
Reimbursement Agreement dated March 9, 2009 -- Prepetition Credit
Agreement -- pursuant to which, among other things, Compass Bank
agreed to make available a Letter of Credit Facility to Mesa, Mesa
Airlines and Freedom Airlines.  The Debtors, in turn, agreed to
reimburse Compass Bank for any draws on Letters of Credit pursuant
to the Facility.

The prepetition agreement with Compass Bank is expiring soon and
the Bank has informed the Debtors that it will not issue new
letters of credit without the certainty of a new postpetition
agreement and validation of its prepetition debt.

The obligations pursuant to the Prepetition Credit Agreement and
certain other obligations are secured pursuant to, among other
documents, a certain Second Amended and Restated Cash Collateral
Account Agreement dated March 9, 2009.

                   Purchasing Card Agreement

In connection with their cash management system, the Debtors
maintained certain depository accounts at Compass Bank before the
Petition Date, and Mesa Airlines and Compass Bank are parties to
a certain purchasing card agreement dated July 8, 2008, pursuant
to which Compass Bank provides eight debit purchasing cards for
use by the Debtors' employees to pay for business expenses.

The Debtors are reconciling the unpaid prepetition amount owed
under the Purchasing Card Agreement, and believe that the amount
is less than $20,000.

Pursuant to the Prepetition Cash Collateral Agreement, all
obligations arising under the Purchasing Card Agreement are also
secured by the Cash Collateral Account.

Assumption of the Purchasing Card Agreement will enable the
Debtors' employees to continue to pay for travel and other related
expenses using the debit cards provided under the agreement.
Moreover, the agreement is terminable by either party at any time
upon written notice to the other party, according to Ms. Bove.

The Debtors believe that there is little to no likelihood of any
prejudice to the estates upon assumption of the Purchase Card
Agreement.  The cure amount necessary to assume the agreement is
de minimis and Mesa Airlines will be able to perform under the
agreement.

                     Prepetition Collateral

Among other things, Mesa, Mesa Airlines, Freedom Airlines and each
of them, assigned, granted and transferred to Compass Bank a
first-in-lien priority continuing security interest in all of the
grantor's right, title and interest in and to, among other things,
certain property, whether then owned or thereafter acquired.  The
"Grantor" are Mesa, Mesa Airlines and Freedom Airlines.  The
Prepetition Collateral include:

  (a) The "Cash Collateral Account" and all cash, checks,
      drafts, documents, certificates, passbooks, instruments
      and other amounts, if any, from time to time deposited or
      held -- whether by physical possession, book entry or
      otherwise -- in or evidencing the Cash Collateral Account,
      including all wire transfers made, or in the process of
      being made, and all other deposits, to the Cash Collateral
      Account;

  (b) All "Permitted Investments," including all investment
      property, certificates, instruments, and securities from
      time to time representing or evidencing the Permitted
      Investments and any account or accounts in which the
      Permitted Investments may be held by, or in the name of,
      Bank for or on behalf of Grantor;

  (c) All interest, cash, instruments and other property from
      time to time held -- whether by physical possession, book
      entry or otherwise -- in, received, receivable, or
      otherwise payable in respect of, or in exchange for, any
      or all of the foregoing;

  (d) All present and future accounts, contract rights, chattel
      paper -- whether tangible or electronic -- deposit
      accounts, documents, general intangibles, goods,
      instruments, investment property, letter of credit rights,
      letters of credit, money, supporting obligations -- in
      each case as such terms are defined in the UCC -- and any
      other rights and interests pertaining to any of the
      foregoing, all documents, instruments or passbooks now or
      hereafter evidencing the Cash Collateral Account, together
      with all replacements, substitutions, renewals, products
      or proceeds of any of the foregoing, and all powers,
      options, rights, privileges and immunities pertaining
      thereto -- including the right to make withdrawals
      therefrom; and

  (e) To the extent not covered by clauses (a), (b), (c) or (d)
      above, all products and proceeds as defined under the UCC
      of any or all of the foregoing of every type.

Other than the amounts held in the Cash Collateral Account,
Compass Bank and the Debtors agree that no Prepetition Collateral
of the types listed above in (b) through (d) existed as of the
Petition Date.

To secure all of the Debtors' secured obligations to Compass Bank
under the Prepetition Letter of Credit Agreement -- consisting of
the Prepetition Credit Agreement, Prepetition Cash Collateral
Agreement, along with any and all other related prior,
contemporaneous and subsequent documents -- Compass Bank holds a
first-in-lien priority properly perfected continuing security
interest in and to the Cash Collateral Account by virtue of, among
other things, (i) any and all of the Debtors' funds on deposit
with Compass Bank being held in a segregated Cash Collateral
Account, (ii) UCC Financing Statement filed on November 29, 2008,
with the Office of the Nevada Secretary of State, Instrument No.
2008-030131-1, and (iii) UCC Financing Statement filed on
March 16, 2009, with the Office of the Nevada Secretary of State,
Instrument No. 2009-006488-8.

Pursuant to the Prepetition Letter of Credit Agreement, any and
all reimbursement obligations of Debtors to Compass Bank under the
Prepetition Letter of Credit Agreement will bear interest from and
including the date that Bank pays the applicable drawing under a
letter of credit to and including the date of reimbursement for
the drawing at a per annum rate equal to the
prime rate, and upon the occurrence of an event of default, the
Prime Rate plus an additional 3%.

                       Letters of Credit

As of the Petition date, 34 letters of credit issued by Compass
Bank under the Prepetition Letter of Credit Agreement were
outstanding in the aggregate amount of $11,904,719, as set forth
at http://bankrupt.com/misc/Mesa_CompassLOC.pdf

Of these letters of credit, one expired on January 31, 2010, one
expires on February 6, 2010, and 12 expire on February 15, 2010.

On January 6, 2010, Raytheon Aircraft Corporation notified Compass
Bank that it would be drawing on a certain letter of credit issued
to it by the Bank for the benefit of the Debtors in the amount of
$903,990.  The Raytheon Draw was appropriately tendered and paid
for by Compass Bank on January 11.

Pursuant to the Prepetition Letter of Credit Agreement, interest
has been accruing on the amount of $903,990, plus $275 in fees,
since January 11, 2010, at the rate of Prime Rate plus 3%, and
will continue to accrue up to and including the date of
reimbursement by the Debtors.

On January 26, 2010, International Fidelity Co. notified Compass
Bank that it would be drawing on the letter of credit issued to it
by the Bank for the benefit of the Debtors in the amount of
$200,000.  The International Fidelity Draw was appropriately
tendered and paid for by Compass Bank on January 29.

Pursuant to the Prepetition Letter of Credit Agreement, interest
has been accruing on the amount of $200,000, plus $275 in fees,
since January 29, 2010, at the rate of Prime Rate plus 3%, and
will continue to accrue up to and including the date of
reimbursement by the Debtors.

                   Proposed New LOC Facility

Compass Bank is willing to make additional or replacement Letters
of Credit available to Debtors on a postpetition basis on
substantially similar terms as the Prepetition Letter of Credit
Agreement.

To ensure that no disruption occurs in the Debtors' business as a
going concern, the Debtors and Compass Bank have agreed on the
form of that certain Third Amended and Restated Letter of Credit
and Reimbursement Agreement dated January 5, 2010 -- Postpetition
Credit Agreement -- and that certain Third Amended and Restated
Cash Collateral Account Agreement dated January 5, 2010 --
Postpetition Cash Collateral Agreement.  The postpetition
agreements are available at no charge at:

  * http://ResearchArchives.com/t/s?5119
  * http://ResearchArchives.com/t/s?511a

The salient terms of the Postpetition Credit Agreement include:

  (a) Mesa, Mesa Airlines and Freedom Airlines -- the Applicants
      -- will, at all times, maintain Collateral in an amount
      not less than the credit exposure.  "Credit Exposure"
      means at any time of determination, the sum of (1) the
      undrawn stated amount of all Letters of Credit, plus (2)
      the unpaid amount of all Reimbursement Obligations, which
      means the obligations of the Applicants to reimburse for
      draws upon Letters of Credit.

  (b) The Applicants may request Compass Bank to reduce the
      Facility Amount of $15,000,000 in increments of $100,000,
      provided that (1) in no event will the Facility Amount be
      reduced below the Credit Exposure, (2) any reduction may
      only be made once in each fiscal quarter of the
      Applicants, (3) any reduction will be requested in a
      written notice and delivered to Compass Bank at least five
      business days before the effectiveness of the requested
      reduction, and (iv) once reduced, any subsequent increase
      to the Facility Amount will be subject to review and
      approval by Compass Bank in its sole and absolute
      discretion.

  (c) Each Mesa, Mesa Airlines and Freedom Airlines will be
      direct, primary and independent obligors, and neither will
      be deemed to be a guarantor, accommodation party or other
      person secondarily liable for the Obligations.

  (d) Except as approved by Compass Bank, in no event will any
      Letter of Credit be subject to reinstatement or increase.
      The Applicants acknowledge and agree that Compass Bank has
      not obligation whatsoever to extend the expiration date of
      any Letter of Credit and that the extension of the
      expiration date of one or more Letters of Credit will not
      in any way obligate Compass Bank to extend the expiration
      date of any other Letter of Credit.

      No Letter of Credit will have an expiration date later
      than 12 months from date of issuance.

  (e) The Applicants direct Compass Bank to make payments under
      the Letters of Credit in immediately available funds to
      the beneficiary thereunder.  The beneficiary of the
      Letters of Credit may change the disbursement instructions
      by notice to Compass Bank.

  (f) All Reimbursement Obligations will bear interest from and
      including the date that Compass Bank pays the applicable
      drawing under a Letter of Credit to and including the date
      of reimbursement for the drawing by the Applicants at a
      per annum rate equal to the Prime Rate.  The rate will
      change with each change in the Prime Rate.  The interest
      will be immediately due and payable upon each demand by
      Compass Bank.

      If the Applicants reimburse Compass Bank on the same day
      the Bank pays the applicable drawing, no interest will be
      due as long as the payment is received as and when
      required.  The charging or payment of the interest will
      not extend or waive the required payment of Reimbursement
      Obligations.

      All amounts due at a rate based upon the Prime Rate will
      be calculated on the basis of a 360-day year for the
      actual number of days elapsed.

  (g) Compass Bank will have no liability whatsoever to the
      Applicants or any other person as a result of any adverse
      change or deterioration in the financial condition of the
      Bank or as a result of any reduction of the credit rating
      applicable to indebtedness rated on the basis of the
      Bank's credit.

  (h) The Applicants will assume all risk of the acts,
      omissions, or misuse of the Letters of Credit by the
      beneficiary thereof.

  (i) The Applicants agree to pay Compass Bank certain fees,
      which will be earned by the Bank on the date due under the
      Credit Documents and will be non-refundable to the
      Applicants.

      * Letter of Credit Fee:  Fee for the issuance of each
        Letter of Credit equal to 3/4 of 1%, or 0.75%, per annum
        of the face amount of the requested Letter of Credit,
        with a minimum fee of $300 per annum.

      * Drawing and Fronting Fees:  The Applicants will also pay
        all standard drawing, amendment, assignment, and other
        administrative fees customarily charged by Compass Bank
        with respect to letters of credit.

The Debtors seek to obtain postpetition letters of credit pursuant
to the Postpetition Letter of Credit -- consisting of Postpetition
Credit Agreement, Postpetition Cash Collateral Agreement, along
with any and all related prior, contemporaneous and subsequent
documents -- (i) on an interim basis, up to the amount necessary
to renew letters of credit that have expired or will expire before
the final hearing and (ii) on a final basis, up to $15,000,000.

The Postpetition Letter of Credit Agreement will terminate on
March 31, 2011.

The Debtors also seek authority to use the Prepetition Collateral
securing the Debtors' obligations under the Prepetition Letter of
Credit Agreement to secure and pay their obligations under the
Postpetition Letter of Credit Agreement.

As security for the obligations, the Debtors ask the Court to
grant in favor of Compass Bank of a perfected, valid, enforceable
and non-avoidable postpetition senior liens upon, and security
interests in, the Collateral.

Without immediate renewal of the critical Letters of Credit, the
Debtors' business operations will be severely harmed, to the
detriment of the Debtors' creditors, employees and other parties-
in-interest in these bankruptcy cases.  The Debtors require the
postpetition financing in order to continue their operations and
to preserve value, Ms. Bove asserts.

There is no form of financing readily available to the Debtors
that would be an alternative to the Postpetition Letter of Credit
Agreement on an unsecured basis or on substantially better terms,
Ms. Bove tells the Court.

                    Extraordinary Provisions

Order No. M-274 of the United States Bankruptcy Court for the
Southern District of New York requires the Debtors to highlight
any "Extraordinary Provisions" included in a postpetition
financing agreement.  The proposed order contains certain
provisions that may be considered extraordinary pursuant to the
terms of the General Order, including:

    * Roll-Up:  The Orders provide that all outstanding
      obligations under the Prepetition Letter of Credit
      Agreement will be obligations under the Postpetition
      Letter of Credit Agreement.

      To the extent that the Debtors' Reimbursement Obligations
      associated with the International Fidelity Draw, the
      Raytheon Draw, or any other postpetition draws on Letters
      of Credit issued prepetition, are prepetition obligations,
      then those obligations are granted administrative status
      under the Orders.

    * Termination of Automatic Stay.

In a separate filing, the Debtors ask the Court to shorten the
notice period with respect to the interim relief sought in the
motion.

                         *     *     *

The interim hearing was held on February 4, 2010.

In his interim order on the Motion, Judge Glenn authorized the
Debtors to execute and consummate the transactions contemplated
under the Postpetition Letter of Credit Agreement, together with
the process and procedures in the Postpetition Letter of Credit
Agreement for requesting, obtaining and securing the renewal and
issuance of Letters of Credit up to the total aggregate amount of
$3,000,000, pending a final hearing.

Upon entry of the February 4, 2010 Interim Order and the execution
of the Postpetition Letter of Credit Agreement by the Debtors, and
subject to certain challenge rights, the Prepetition Letter of
Credit Agreement will be deemed (i) amended and restated in its
entirety, and replaced by the Postpetition Letter of Credit
Agreement; (ii) all outstanding obligations under the Prepetition
Letter of Credit Agreement will be obligations under the
Postpetition Letter of Credit Agreement; and (iii) all Letters of
Credit issued and outstanding pursuant to the Prepetition Letter
of Credit Agreement will be deemed to be Letters of Credit issued
and outstanding pursuant to the Postpetition Letter of Credit
Agreement.

To fully collateralize any and all of Debtors' Letters of Credit
under the Letter of Credit Agreement, whether now existing or
hereafter issued, the Debtors are authorized, pursuant to
Sections 105(a) and 364 of the Bankruptcy Code and notwithstanding
Section 552 of the Bankruptcy Code, to grant and hereby do grant
Compass Bank a postpetition, first-in-lien-priority security
interest in and to the Postpetition Collateral, which consists of
property of the estate consisting of the Postpetition Collateral -
- Replacement Liens.

The liens granted to Compass Bank pursuant to the Interim Order
will be valid and perfected as of the Petition Date, without the
need for execution or filing of any further document or instrument
otherwise required to be executed or filed under applicable non-
bankruptcy law.

Pursuant to Section 362(d)(1) of the Bankruptcy Code and Rule
4001(d) of the Federal Rules of Bankruptcy Procedure, to the
extent it applies, the automatic stay is terminated and modified
effective immediately as it relates to Compass Bank for the
limited purpose to allow the Bank to exercise any and all rights
under the Letter of Credit Agreement when and if any Letters of
Credit are drawn upon, including but not limited to applying
Postpetition Collateral, whether now existing or hereafter
acquired, securing any and all of Debtors' Letters of Credit,
whether now existing or hereafter issued, for Debtors' account
with the Bank.

Notwithstanding anything in the Interim Order and Postpetition
Letter of Credit Agreement to the contrary, Compass Bank will not
be permitted to draw upon or otherwise exercise any rights with
respect to the Postpetition Collateral until after three business
days' prior written notice to the Debtors and the Official
Committee of Unsecured Creditors; provided, however, that absent
the entry of an order of the Court enjoining the Bank from
exercising any and all of its rights under the Letter of Credit
Agreement based solely on a showing that the Bank's proposed
exercise of its rights is in violation of the Letter of Credit
Agreement, the Bank may exercise any and all of its rights under
the Letter of Credit Agreement after the expiration of three
business days from the date the Bank provides written notice to
the Debtors and the Creditors' Committee.

Subject to the entry of a final order, the Debtors are authorized
to renew the Postpetition Letter of Credit on an annual basis and
upon substantially similar terms; execute any and all documents;
and pay any and all fees and expenses required by Compass Bank in
connection with the renewal without notice or further Court order.

The Debtors acknowledge and agree that (i) Compass Bank has, and
will continue to have, a valid, perfected and non-avoidable
first-priority lien in Cash Collateral Account as security for the
Debtors' indebtedness to the Bank under the Letter of Credit
Agreement; and (ii) the Debtors waive any and all claims or causes
of action against the Bank arising out of or related to the Letter
of Credit Agreement, including subrogation, setoff, or
subordination powers or causes of action under the Bankruptcy Code
and any other applicable state or federal law.

Pending entry of a final order approving the Debtors' request to
assume the Purchasing Card Agreement, the Debtors are authorized
to (i) use certain credit cards or purchasing cards issued
by Compass Bank in accordance with the terms of the Purchasing
Card Agreement, and (ii) any obligations or debts owed to the Bank
under Purchasing Card Agreement incurred by the Debtors on or
after the Petition Date, will be secured by the Postpetition
Collateral.

A final hearing on the Motion is set for March 3, 2010, at
3:00 p.m., Eastern Time.  Objections must be filed and served by
no later than February 25, 2010, at 5:00 p.m., Eastern Time.
Replies to any objection must be filed and served by no later than
March 1, 2010, at 5:00 p.m., Eastern Time.

                     About Mesa Air Group

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

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

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

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


MGM MIRAGE: Wants to Extend Maturity of $5 Bil. Facility to 2014
----------------------------------------------------------------
MGM Mirage sought to amend its aggregate $5.55 billion of senior
credit facilities, which would extend the maturity of a
substantial portion of those credit facilities from October 3,
2011, to February 21, 2014.  The Company has asked its lenders to
provide their final approvals of the transaction by February 24,
2010.

Lenders approving the proposed amendments would receive
prepayments aggregating not less than 20% of their outstanding
loans and lending commitments, as well as certain additional
interest and fees.  The prepayments would increase by 1% for each
full percentage by which lender participation in the transaction
exceeds 80%, to a maximum of 25%.

"We are pleased to have received strong initial support from our
leading lenders for this proposed transaction, and are now working
with the rest of our lender syndicate to achieve maximum
participation," said Dan D'Arrigo, executive vice president and
chief financial officer of MGM MIRAGE.  "These amendments would
extend a significant portion of our credit facilities, and enhance
our debt maturity profile."

Lenders approving the extension would receive an increase of 100
basis points to their interest rates, as well as amendment and
extension fees totaling 75 basis points times their reduced
exposures.  The credit facilities would also be re-tranched in a
manner which would result in conversion of $1.4 billion of
revolving loans and commitments into term loans.  The transaction
would include covenant and other amendments, and would permit MGM
MIRAGE to issue additional secured indebtedness as permitted under
the Company's public debt indentures.

In connection with the proposed amendment, MGM MIRAGE also
provided an update concerning its discussions with the New Jersey
Division of Gaming Enforcement about the DGE's May, 2009
recommendation to the New Jersey Casino Control Commission that
MGM MIRAGE's joint venture partner in Macau be found unsuitable.
MGM MIRAGE stated that it is currently involved in constructive
settlement discussions with the DGE, which have centered on the
Company placing its 50% ownership interest in the Borgata Hotel
Casino & Spa and related leased land in Atlantic City into a
divestiture trust for which MGM MIRAGE would be the sole economic
beneficiary.  While no definitive settlement with the DGE has been
reached, the Company has asked its lenders to consent to the trust
arrangement.  Any settlement is subject to both DGE and CCC
approval.

"We disagree with the New Jersey Division of Gaming Enforcement's
recommendation to the Casino Control Commission concerning our
Macau partner, but believe pursuing a settlement with the DGE
represents the best course of action for our company and its
shareholders," said Jim Murren, Chairman and Chief Executive
Officer.  "We would like to put this matter behind us and move
forward with the compelling growth opportunities we have in
Macau."

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.


MISSOURI FARMS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Missouri Farms Dairy Inc.
        13485 CR 50
        Golden City, MO 64748

Bankruptcy Case No.: 10-30094

Chapter 11 Petition Date: February 9, 2010

Court: United States Bankruptcy Court
       Western District of Missouri (Joplin)

Judge: Jerry W. Venters

Debtor's Counsel: Norman E. Rouse, Esq.
                  Collins, Webster & Rouse
                  5957 E. 20th Street
                  Joplin, MO 64804
                  Tel: (417) 782-2222
                  Fax: (417) 782-1003
                  Email: twelch@cwrcave.com

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

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

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

                http://bankrupt.com/misc/mowb10-30094.pdf

The petition was signed by Mark Larson.


MONEY TREE: December 25 Balance Sheet Upside-Down by $27.8 Million
------------------------------------------------------------------
The Money Tree, Inc.'s consolidated balance sheets at December 25,
2009, showed $65.1 million in total assets and $92.9 million in
total liabilities, resulting in a $27.8 million shareholders'
deficit.

The Company reported a net loss of $3.0 million for the three
months ended December 25, 2009, compared to a net loss of
$1.6 million for the corresponding period a year ago.

Net revenues were $3.5 million and $5.6 million for the three
months ended December 25, 2009, and 2008, respectively.  Gross
finance receivable originations decreased by $5.2 million to
$19.8 million compared to the same period last year.  Retail sales
and the gross margin on those sales also decreased by $1.2 million
and $285,870, respectively, for the three months ended
December 25, 2009, and 2008.

Operating expenses were $6.5 million and $7.3 million for the
three months ended December 25, 2009, and 2008, respectively.
Personnel expenses were $302,755 million lower than a year ago
due to lower health benefit cost and reductions in staffing
levels.  General & administrative expenses and other operating
expenses decreased $432,895 as compared to the prior year.

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?51a8

                       Going Concern Doubt

For the three months ended December 25, 2009, and the fiscal year
ended September 25, 2009, respectively, the Company has incurred
net losses of $3.0 million and $11.9 million, and has had a
deficiency in net interest margin (net loss from interest and fees
after provision for credit losses) of $470,436 and $1.6 million,
and as of December 25, 2009, and September 25, 2009, had a
shareholders' deficit of $27.8 million and $24.8 million,
respectively.  "These factors, among others, raise substantial
doubt about the Company's ability to continue as a going concern
for a reasonable period of time."

On January 26, 2010, the Company temporarily suspended its
offerings of variable rate subordinated debentures and
subordinated demand notes for sale in compliance with Section
10(a)(3) of the Securities Act of 1933, as amended.  Pursuant to
Undertaking 1(i) of the Company's registration statements on Form
S-1, the Company filed post effective amendments to such
registration statements with the SEC on January 12, 2010, to
update the Company's financial information.  The Company will not
resume offering these securities until such time as these
registration statements are declared effective by the SEC.

                       About The Money Tree

Based in Bainbridge, Ga., The Money Tree, Inc. --
http://themoneytreeinc.com/-- makes consumer finance loans and
provides other financial products and services through its branch
offices in Georgia, Alabama, Louisiana and Florida.  The Company
sells retail merchandise, principally furniture, appliances and
electronics, at certain of its branch office locations and
operates three used automobile dealerships in the State of
Georgia.  The Company also offers insurance products, prepaid
phone services and automobile club memberships to its loan
customers.


NEXSTAR BROADCASTING: Board Names Tomer Yosef-Or as Board member
---------------------------------------------------------------
The Board of Directors of Nexstar Broadcasting Group, Inc. elected
Tomer Yosef-Or to the Board of Directors to fill the vacancy left
by the resignation of Mr. Blake Battaglia who resigned as a member
of the Board of Directors of the Company on Jan. 21, 2010.
Mr. Battaglia's resignation was not due to any disagreement with
the Company.

                    About Nexstar Broadcasting

Nexstar Broadcasting Group, Inc., as of March 31, 2009, owned,
operated, programmed or provided sales and other services to 58
television stations, all of which were affiliated with the NBC,
ABC, CBS, Fox, MyNetworkTV, The CW, RTN and TVA television
networks, in markets located in New York, Pennsylvania, Illinois,
Indiana, Missouri, Texas, Louisiana, Arkansas, Alabama, Utah,
Massachusetts Florida, Montana and Maryland.  Through various
local service agreements, Nexstar provided sales, programming and
other services to stations owned or operated by independent third
parties.  Nexstar operates in one reportable television
broadcasting segment.

Nexstar is highly leveraged, which makes it vulnerable to changes
in general economic conditions.  Nexstar's ability to repay or
refinance its debt will depend on, among other things, financial,
business, market, competitive and other conditions, many of which
are beyond Nexstar's control.

According to the Troubled Company Reporter on Oct. 21, 2009,
Standard & Poor's Ratings Services said it affirmed its ratings on
Irving, Texas-based TV broadcaster Nexstar Broadcasting Group
Inc., including the 'B-' corporate credit rating.  The rating
outlook is stable.


NJDV HOSPITALITY: Wants Court to Dismiss Chapter 11 Case
--------------------------------------------------------
George Basler at Press Connects says NJDV Hospitality Inc. asked
the U.S. Bankruptcy Court to dismiss its Chapter 11 case, saying
that it will help it obtain new first mortgage financing that is
essential to pay its creditors.  A hearing is set for Feb. 19,
2010, to consider the company's request.

The company received and extension until April 15, 2010, to pay
the $4.1 million that it owed to the city, Mr. Basler notes.

Based in New York, NJDV Hospitality Inc. filed for Chapter 11
protection on October 2, 2010 (Bankr. S.D. N.Y. Case No. 09-
23848).  Harvey S. Barr, Esq., at Barr, Post & Associates,
represents the Debtor in its restructuring efforts.  In its
petition, the Debtor listed assets of less than $50,000, and debts
of between $1 million and $10 million.


NORTEL NETWORKS: CCS Taps Staff to Support Avaya Partnership
------------------------------------------------------------
Converged Communication Systems has been adding experienced Nortel
technicians and staff to support its partnership for both Avaya
and Nortel business telephones.  This expansion of services
provided makes CCS a leader in the world of business
telecommunications systems.

With the addition of Nortel services and support, CCS is now a
single source provider for telecommunications support, services
and solutions.  The company has experience working with
organizations of any size, from 5 employees to 10,000 and more
employees across different locations.

CCS has long been a standout Avaya partner, known for quality,
expertise and dedication to service.  The reward for that was
recognition as a Silver Business Partner for Avaya, signifying a
high level of technical expertise in solution designing and
implementation.  Additionally, CCS became an Expert Business
Partner, which separately signifies the company's dedication to
customer service and all around support.

With Avaya's recent purchase of a piece of the Nortel company, the
need for Nortel support services is going to be increasing in the
future.  To prepare for this, CCS has picked up the pace by adding
experienced Nortel staff and by undergoing further training in
Nortel service and support.

This will be important for organizations of all kinds as they deal
with the transitional period ahead.  Some Nortel customers may now
want to immediately switch to Avaya.  In this case CCS is more
than prepared, and will be able to design tailor made Avaya
business communications solutions.  The new, cutting edge Avaya
system will be ready immediately and organizations will experience
no downtime or loss in productivity.

Other organizations will want to continue to use their existing
Nortel systems for the time being, while planning ahead for a
switch in the future.  CCS will also be an ideal support and
service company in this situation.  Coming from a background
with both Avaya and Nortel experience, CCS can help the transition
go as smoothly as possible, retaining current effectiveness while
designing a seamless transition plan when the organization is
ready to take the leap.

Converged Communication Systems offers many different types of
solutions, services and support for organizations.  CCS
specializes in the designing, implementation and installation of
new communications systems.  Additionally the company focuses on
training, ongoing support and maintenance.  Anything that an
organization needs in regards to a business telephone and
communications system can be handled effectively by CCS and its
team of experienced, seasoned professionals.

CCS is the one-stop solution for companies looking to improve upon
their business communications systems.  For Nortel customers
worried about the transition ahead after Avaya's pickup of some of
their operations, CCS is fully equipped to service and support
both Nortel and Avaya systems.  Organizations using Nortel can
rest easy knowing they will be supported and a plan for the future
can be developed and put into action without hassle or
interruptions.

                       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: LG-Nortel, Acton to Launch JV in N. America
------------------------------------------------------------
LG-Nortel, a Korean global telecommunications solution provider
and Accton Technology Corporation, a Taiwanese global
telecommunications equipment company, announced that they signed
an agreement to form a joint venture that will offer voice and
data solutions for North American small and medium businesses
(SMBs) and large enterprises.

The agreement was signed in Hsinchu, Taiwan by Jae Ryung Lee,
chief executive officer of LG-Nortel and A.J. Huang, the chairman
of Accton Group. LG-Nortel will own 60% share in the joint venture
and Accton Group will own 40%.  The new company will be
tentatively named Edgecore Networks Inc., which was a subsidiary
of Accton and a specialized North American sales company for
network solutions.  And the joint venture will be established by
mid February from headquarters in Irvine, California, USA.

The joint venture will combine the SMB voice and data product
expertise of LG-Nortel with Edgecore Networks' marketing
and sales capability, SMB channels, and logistics skills.
Combining these capabilities will position the joint venture to
take full charge of the SMB and enterprise equipment business of
LG-Nortel and Accton across the USA and Canada.  Both companies
will cooperate in every aspect of their businesses including R&D,
manufacturing, marketing, new business development, and brand
use.

"LG-Nortel is taking another bold step in North America," said
Lee.  "Like LG-Nortel, Accton is an innovative leader in its
market.  This partnership will provide significant new
opportunities to reinforce our brand, increasing our global
competitiveness and helping our customers embrace the future
opportunities and challenges of the converged communications
market."

"The establishment of this joint venture will significantly
enhance LG-Nortel's presence in North America," said Leith Tessy,
chief operating officer of LG-Nortel.  "Businesses have more
complex communications challenges than ever, and the combination
of our companies' respective strengths will provide an
unparalleled opportunity to help them meet those challenges."

"The demands of North American customers are directly connected to
the overall trend towards global communication," said Huang.  "The
brand value and voice platform technology that LG-Nortel provides,
paired with Accton's distribution and manufacturing capacity, and
our local network reach, will make this joint venture a powerful
combination that will deliver significant benefits for companies
across North America."

North America's highly-competitive SMB telecommunications solution
is expected to comprise 27% (US$5.7B) of the global market in
2010.  Through the joint venture, LG-Nortel will bring its
telecommunications solutions directly to the North American
SMB and enterprise market.  With a broad portfolio including LG-
Nortel's voice products and Accton's data products, the joint
venture will help both companies strengthen their position in the
highly competitive convergence market.

                        About LG-Nortel

LG-Nortel is a joint venture of LG Electronics and Nortel.
Established in 2005, LG-Nortel provides leading edge
telecommunications equipment and network solutions, spanning
wired and wireless technologies, to service provider and
enterprise customers in Korea and around the world.  LG-Nortel is
also actively developing next generation solutions for global
markets, with over 750 skilled R&D engineers currently focused on
wireless broadband technology evolution and the development of
powerful new product lines.  For more information on LG-Nortel,
visit www.lg-nortel.com.

              About Accton Technology Corporation

Accton Technology Corporation is a global premier provider of
networking and communications solutions for top tier networking,
computer, and telecommunications vendors.  Leveraging its advanced
software applications and state-of-the-art ASIC, Accton
collaborates with its strategic partners to design, develop and
manufacture innovative, leading-edge technologies in Zero Time.
The company's constantly-evolving core technology and its highly-
qualified global workforce make it possible for Accton to deliver
superior products that are affordable and robust.  For more
information about Accton and its subsidiaries, visit:

                   http://www.accton.com

                About Edgecore Networks Inc.

Edgecore Networks, Inc., formerly a subsidiary of Accton
Technology, was a global provider of application-driven
performance networking solutions designed to meet and exceed
customer requirements and maximize return on investment.  As a
joint venture between LG-Nortel and Accton, it will focus on SMB
&Enterprise business across the USA and Canada with a broad
portfolio including voice and data products.  For more
information, visit Edgecore Networks at:

                 http://www.edgecorenetworks.com/


                       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: Sold 2.2% Stake in Sasken Communications
---------------------------------------------------------
Nortel Networks Corp. has sold 600,000 shares, or 2.2%, of Sasken
Communications, The Ottawa Citizen reported, citing a web site of
the Bombay Stock Exchange and the National Stock Exchange as its
source.

The shares sold were worth 112 million rupees or equivalent to
US$2.5 million.  Nortel paid $10 million to acquire a stake in
Bangalore-based Sasken in 2005, The Ottawa Citizen reported.

                       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: Ontario to Partially Guaranty Pensions
-------------------------------------------------------
CBC News, Canada, reports that the Ontario government is
reassuring former Nortel Networks employees who worked in the
province that the first $1,000 of their monthly pension payments
will be guaranteed under an emergency pension insurance fund.

According to the report, Finance Minister Dwight Duncan said the
government will pay into Ontario's Pension Benefits Guarantee Fund
to cover any future claims.  The fund insures the first $1,000 of
an employee's monthly pension in case the employer goes bankrupt.

Nortel's pension deficit was estimated to be between $2.5 billion
and $2.8 billion when it filed for bankruptcy protection in
January 2009.

                       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)


NUVOX INC: S&P Withdraws 'B' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its ratings on
Greenville, South Carolina-based competitive local exchange
carrier NuVox Inc. including its 'B' corporate credit rating and
the 'B-' issue rating and '5' recovery rating on its funding
unit's bank loan.

The rating withdrawal follows the completion of NuVox's
acquisition by Little Rock, Arkansas-based local telecom provider
Windstream Corp. (BB/Stable/--) and accompanying repayment of
NuVox's outstanding bank debt.  S&P had placed the ratings on
Credit Watch on Nov. 3, 2009, following the announcement that
Windstream had reached a definitive agreement to acquire NuVox.


OPUS EAST: Trustee Proposes MS&A as Accountants
-----------------------------------------------
Jeoffrey L. Burtch, Chapter 7 trustee of the Opus East Debtors,
ask the Court for authority to employ Master Sidlow & Associates,
P.A., to serve as his accountants nunc pro tunc to January 5,
2010.

The Chapter 7 Trustee asserts that he requires MS&A's services to
analyze and file any necessary tax returns for the estates of the
Opus East Debtors, to assist with any tax audits, and to
otherwise provide accounting services that he may require in
administering the Opus East estates.

MS&A will be paid for its services based on these hourly billing
rates:

   M&A Professional                  Hourly Rate
   ----------------                  -----------
   Master, William                       $320
   Sterling, John                         280
   Stewart, Ken                           250
   Leberstien, Rachael                    141
   Vasquez, Juan                          121
   Shears, Ryan                            77
   O'Brien, Megan                          55

William H. Master, a director at MS&A, assures the Court that his
firm does not have any interests adverse to the Chapter 7 Trustee
or the Opus East Debtors.

                          About Opus East

Rockville-based Opus East LLC has developed more than 13.3 million
square feet of space since starting operations in 1994.  It filed
for Chapter 7 liquidation in the U.S. Bankruptcy Court for the
District of Delaware.  Opus East LLC listed $100 million to
$500 million in debts, against $50 million to $100 million in
assets in its Chapter 7 petition.

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 Chapter 7
proceedings of Opus East their related debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


OPUS EAST: Vollers Wants Rule 2004 Exam on Debtors
--------------------------------------------------
Vollers Excavating & Construction, Inc., seek the Court's
authority to examine Debtor Opus East LLC and Mercer Corporate
Center LLC, pursuant to Rule 2004 of the Federal Rules of
Bankruptcy Procedure, in relation to the acts, conduct,
liabilities, financial condition and other matters affecting the
administration of the Debtors' estates with respect to the MCC
construction project in Hamilton Township, Mercer County, New
Jersey to which Mercer Corporate Center is the owner and the
Debtor is the general contractor.

Deborah I. Hollander, Esq., at Sheak & Korzun P.C., in
Pennington, New Jersey, notes that Vollers seeks to perform the
examinations by oral testimony and demands for document
production by persons or entities who have knowledge of the
Debtors' business conduct and have knowledge and possession of
the Debtors' corporate and financial records, including
appraisals of the Property.

                   Opus East Trustee Responds

Jeoffrey L. Burtch, the Chapter 7 Trustee of the Opus East
Debtors, urge the Court to strike Vollers' request or to quash
the discovery sought by Vollers.

On the Trustee's behalf, Dale R. Dube, Esq., at Cooch and Taylor,
in Wilmington, Delaware, contends that Vollers Cross-Motion is
procedurally flawed and fails to comply with the Local Rules of
Bankruptcy Practice and Procedure for the United States
Bankruptcy Court for the District of Delaware.

Although Vollers' request contains a legend referencing
representation by Delaware counsel, Mr. Dube points out that the
Delaware counsel did not sign or file the documents as required
by Rule 9010-1(c) of the Local Rules of Bankruptcy Procedure of
the Delaware Bankruptcy Court.  Rather, he notes, the request was
signed and filed by an attorney not admitted to practice before
the Bankruptcy Court and who, therefore, has never submitted to
the disciplinary jurisdiction of the Court.

Mr. Dube contends that the procedural deficiencies of Vollers'
request are not mere technicalities.  He elaborates that the
Request fails to provide procedural due process in that it does
not provide adequate notice, if any, to the intended deponents,
including the Chapter 7 Trustee.

To the extent Vollers' request is directed to the Chapter 7
Trustee, the Trustee asks the Court for a protective order
pursuant to Rule 26(c) of the Federal Rules of Civil Procedure.
The Chapter 7 Trustee specifically seeks an order forbidding any
deposition of, or discovery directed to, him with respect to
Mercer Corporate Center because it would be unable to comply with
any request for production of business records related to MCC
because it is no longer the custodian of those records.

Ms. Dube notes that the Mercer Corporate Center estate has no
assets available for distribution so the Chapter 7 Trustee is not
administering Mercer Corporate Center's estate.

                          About Opus East

Rockville-based Opus East LLC has developed more than 13.3 million
square feet of space since starting operations in 1994.  It filed
for Chapter 7 liquidation in the U.S. Bankruptcy Court for the
District of Delaware.  Opus East LLC listed $100 million to
$500 million in debts, against $50 million to $100 million in
assets in its Chapter 7 petition.

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 Chapter 7
proceedings of Opus East their related debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


OPUS SOUTH: Two Cases Converted to Chapter 7 Liquidation
--------------------------------------------------------
The Bankruptcy Court has granted the requests made by 400 Beach
Drive LLC and Clearwater Bluff LLC to convert their Chapter 11
cases to proceedings under Chapter 7 of the Bankruptcy Code after
their counsel, Victoria W. Counihan, Esq., at Greenberg Traurig
LLP, in Wilmington, Delaware, in separate filings, certified that
there were no objections asserted against the request as of
January 21, 2010.

In the request for conversion, Victoria W. Counihan, Esq., at
Greenberg Traurig LLP, in Wilmington, Delaware, noted that Debtors
400 Beach Drive and Clearwater Bluff have sold substantially all
of their properties through auctions which did not generate any
net proceeds.  Accordingly, both Debtors do not have sufficient
funds to complete a Chapter 11 plan of reorganization.

Against this backdrop, Ms. Counihan says that the Debtors' board
of directors has concluded that the next action to take it to
convert the Chapter 11 cases of 400 Beach Drive and Clearwater
Bluff into proceedings under Chapter 7.

Debtors 400 Beach Drive and Clearwater Bluff are prepared to meet
with the U.S. Trustee and any trustee-designated representative
for a briefing on the status of the Debtors' affairs for the
facilitation of an orderly transition into Chapter 7 as is
practical under the circumstances, according to Ms. Counihan.
The Debtors also intend to prepare reports contemplated under
Rule 1019(5) of the Federal Rules of Bankruptcy Procedure, as
well as additional information that will be helpful to a Chapter
7 trustee in administering their estates.

In addition, the Debtors ask the Court to (i) set a deadline for
all bankruptcy professionals to file their final fee applications
or requests for compensation on or before 30 days from the entry
of an order converting their cases into Chapter 7 proceedings,
and (ii) set a hearing for final approval of the fee
applications.

Once requests of 400 Beach Drive and Clearwater Bluff are granted
by the Court, they will be removed from the jointly-administered
cases under Case No. 09-11390.  All pleadings filed with the
Court with respect to the Debtors will be filed on the docket for
the converted bankruptcy cases under Case Nos. 09-11396 and 09-
11392.

                        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)


OTTER TAIL: U.S. Trustee Fails to Form Creditors Committee
----------------------------------------------------------
The U.S. Trustee for Region 12 didn't appoint any member to the
Official Committee of Unsecured Creditors in Otter Tail AG
Enterprises, LLC's Chapter 11 cases.

Based in Fergus Falls, Minnesota, Otter Tail AG Enterprises, LLC -
- http://www.ottertailethanol.com/-- owns and operates a
nameplate capacity 55 million gallons per year corn dry mill
ethanol plant in Fergus Falls, Minnesota, which became fully
operational in June 2008.  The plant annually processes
approximately 20 million bushels of corn into 55 million gallons
of denatured fuel grade ethanol, 135,500 tons of dried distillers
grains with solubles, and 65,500 tons of distillers grains with
solubles.

The Company filed for Chapter 11 relief on Oct. 30 (Bankr. D.
Minn. Case No. 09-61250).  The petition listed assets of
$66.4 million against $86 million in debt, nearly all secured. The
largest secured creditor is AgStar Financial Services, owed
$40.9 million.


OTTER TAIL: Wants Access to Lenders Cash Collateral Until May 31
----------------------------------------------------------------
Otter Tail AG Enterprises, LLC, asks the U.S. Bankruptcy Court for
the District of Minnesota to authorize the use of cash collateral
of AgStar Financial Services, MMCDC New Markets Fund II, LLC,
until May 31, 2010.

The Debtor's right to use cash collateral will terminate on
February 28, 2010.

The Debtor requires the continued use of cash collateral in order
to continue its operations, and to accommodate the plan filing and
confirmation process relating to the upcoming filing of the
Debtor's Plan of Reorganization.

The Debtor relates that it needs approximately $24,423,366
between February 28, 2010, and the period ending on May 31, 2010.

The Debtor entered into a stipulation and agreed order with the
lenders concerning use of cash collateral, adequate protection and
other related matters.

As reported in the Troubled Company Reporter on December 15, 2009,
as adequate protection, AgStar is granted a perfected security
interest in all of the real and personal property of Debtor.  As
further adequate protection, AgStar will be entitled to an
administrative expense.

The Debtor will provide to the prepetition lenders as additional
adequate protection: (a) accrued interest at the non-default rate
of interest set forth in the AgStar Loan Documents and the NMF
loan documents, for the prior month on the prepetition loans will
be paid by Debtor to the prepetition lenders on the first
day of each month, beginning on December 1, 2009, and monthly
thereafter, through the cash collateral maturity date.

A hearing is scheduled for this motion on February 22, 2010, at
10:30 a.m. in Courtroom No. B, U.S. Courthouse, 232 Warren E.
Burger Federal Bldg., 316 N Robert St, St. Paul, Minnesota.
Objections, if any are due on February 17, 2010,

Otter Tail AG Enterprises, LLC, a Minnesota limited liability
company, was organized with the intention of developing, owning
and operating a 55 million gallon per year capacity dry-mill
ethanol plant near Fergus Falls, Minnesota.  The company was in
the development stage until March 2008, when the company commenced
operations.

The Company filed for Chapter 11 relief on Oct. 30 (Bankr. D.
Minn. Case No. 09-61250).  The petition listed assets of
$66.4 million against $86 million in debt, nearly all secured. The
largest secured creditor is AgStar Financial Services, owed
$40.9 million.


PACIFIC LIFESTYLE: Court OKs Properties Sale to BofA for $912,000
-----------------------------------------------------------------
The Hon. Paul B. Snyder of the U.S. Bankruptcy Court for the
Western District of Washington authorized the sale of Pacific
Lifestyle Homes, Inc.'s properties free and clear of all liens,
pursuant to the Section 363 of the Bankruptcy Code.

The Debtor, as successor-by-merger to (i) Banner Properties, Inc.,
a Washington corporation and (ii) Osprey Pointe, Inc., a
Washington corporation, will sell the OPI Property, a real
property located in the County of Clark, State of Washington, and
the BPI Property, a real property located in the Counties of
Cowlitz and Skamania, State of Washington.

The Debtor entered into an asset and purchase agreement with Bank
of America, N.A., a national banking association, for the sale of
the BPI property and OPI property for $912,610 to be applied as a
reduction to certain principal, interest and other fees
outstanding with respect to the loan.

BofA extended to the Debtor a loan in the principal amount of up
to $6,206,250 under the First Amended and Restated Line of Credit
Promissory Note dated as of November 28, 2007, secured, in part,
by the BPI Deeds of Trust and the OPI Deed of Trust.

Based in Vancouver, Washington, Pacific Lifestyle Homes, Inc., is
a homebuilder throughout Southwest Washington and Northern Oregon.
The company filed for Chapter 11 relief on Oct. 16, 2008 (Bankr.
W.D. Wash. 08-45328).  Steven M. Hedberg, Esq., at Perkins Coie
LLP represents the Debtor as counsel.  When the Debtor filed for
protection from its creditors, it listed assets of $50 million to
$100 million, and debts of $50 million to $100 million.


PAGANINI FOODS: Files for Chapter 11 Bankruptcy in New Jersey
-------------------------------------------------------------
Paganini Foods filed for Chapter 11 bankruptcy in the U.S.
Bankruptcy Court in New Jersey, listing asset of less than $50,000
and liabilities of between $1 million and $10 million, according
to fruitnet.com.

Paganini Foods was founded in 2002 by Celso Paganini.  The company
imported fresh produce from Italy including kiwifruit, grapes,
lemons and Sicilian red oranges.


PARK AT BRIARCLIFF: Court Extends Schedules Filing Until March 1
----------------------------------------------------------------
The Hon. James E. Massey of the U.S. Bankruptcy Court for the
Northern District of Georgia extended, at the behest of Park at
Briarcliff, Inc., the filing of schedules of assets and
liabilities, financial statements, statement of financial affairs,
and related materials (the Initial Filings) until March 1, 2010.

The Debtor had asked for a March 4, 2010 deadline, or an
additional 15 days, saying that analyzing and compiling the
information needed to complete the Initial Filings will require
additional time and effort.  According to the Debtor, a limited
number of qualified staff members are available to perform and
oversee the necessary Chapter 11 reporting obligations.

The Court granted the Debtor have until three business days
preceding the Sec. 341 meeting of creditors, which is set for
March 4, 2010.

Decatur, Georgia-based Park at Briarcliff, Inc., filed for Chapter
11 bankruptcy protection on February 2, 2010 (Bankr. N.D. Ga. Case
No. 10-63241).  John A. Moore, Esq., at The Moore Law Group, LLC,
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.


PARK AT BRIARCLIFF: Files List of 14 Largest Unsecured Creditors
----------------------------------------------------------------
Park at Briarcliff, Inc., has filed with the U.S. Bankruptcy Court
for the Northern District of Georgia a list of its 14 largest
unsecured creditors.

A full-text copy of the Debtor's list of creditors is available
for free at http://bankrupt.com/misc/ganb10-63241.pdf

Decatur, Georgia-based Park at Briarcliff, Inc., filed for Chapter
11 bankruptcy protection on February 2, 2010 (Bankr. N.D. Ga. Case
No. 10-63241).  John A. Moore, Esq., at The Moore Law Group, LLC,
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.


PARK AT BRIARCLIFF: Section 341(a) Meeting Scheduled for March 4
----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Park at Briarcliff, Inc.'s Chapter 11 case on March 4, 2010, at
11:30 a.m.  The meeting will be held at Third Floor - Room 365,
Russell Federal Building, 75 Spring Street SW, Atlanta, GA 30303.

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

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

Decatur, Georgia-based Park at Briarcliff, Inc., filed for Chapter
11 bankruptcy protection on February 2, 2010 (Bankr. N.D. Ga. Case
No. 10-63241).  John A. Moore, Esq., at The Moore Law Group, LLC,
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.


PENTON MEDIA: Files for Chapter 11 with Pre-Packaged Plan
---------------------------------------------------------
Penton Media and its operating subsidiaries have filed voluntary
petitions to restructure under Chapter 11 of the U.S. Bankruptcy
Code in the United States Bankruptcy Court for the Southern
District of New York.

Penton also filed with the Court a "pre-packaged" plan of
reorganization which incorporates the terms of a previously
announced restructuring agreement between Penton and its lenders.

Once finalized, the restructuring will result in the elimination
of $270 million of the Company's debt. In addition, certain of
Penton's 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 Plan has been approved by the requisite number of the
Company's lenders and is subject to approval by the Court. The
Company has asked the Court to schedule a confirmation hearing in
early March and is seeking to emerge from Chapter 11 within 30 to
45 days.

                   About Penton Media, Inc.

As a leading, independent, business-to-business media company,
Penton -- http://www.penton.com/-- knows business and how to
create and disseminate the vital content that moves markets.
Penton serves 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 Media and its operating subsidiaries filed voluntary
petitions to restructure under Chapter 11 of the U.S. Bankruptcy
Code on Feb. 10, 2010 (Bankr. S.D.N.Y. Case No. 10-10689).

Attorneys at Jones Day serve as bankruptcy counsel.  Kurtzman
Carson Consultants LLC serves as claims and notice agent.  The
petition says that assets are $500 million to $1 billion while
debts exceed $1 billion.


PHILADELPHIA ORCHESTRA: Has Raised $8-Mil. in Emergency Fund
------------------------------------------------------------
Daniel J. Wakin at The New York Times reports John Koen, a cellist
and the chairman of the players' committee of the Philadelphia
Orchestra, said $8 million of a planned $15 million emergency fund
had been raised from donors to tide over the orchestra. "The
bridge funding should be enough, if we get it, to get us through
this temporary crisis," Mr. Koen said, according to NY Times.

As reported by the Troubled Company Reporter on January 27, 2010,
Peter Dobrin at Inquirer Music Critic said bankruptcy looms for
The Philadelphia Orchestra amid plummeting attendance and severely
strained finances.  "I can tell you our effort is to avoid
bankruptcy and to achieve a recovery for the orchestra.  For that
to work out, we need to see some progress in reducing the deficit
and raising money for the recovery fund," orchestra chairman
Richard B. Worley said, according to Inquirer Music Critic.

According to Inquirer Music Critic, the goal of the recovery fund,
also called an emergency bridge fund, is $15 million.

According to Inquirer Music Critic, no decision on bankruptcy has
been made.  "It isn't preferable," said Allison Vulgamore, who
started work Monday as the orchestra's president and chief
executive officer, Inquirer Music Critic reports.

The NY Times also reports Mr. Koen the Orchestra suffered
unexpectedly weak ticket sales in the fall.  "The situation is
very serious, and the musicians are looking at the situation with
management to find the best course of action," Mr. Koen said,
according to the report.

NY Times relates in the fall the Orchestra reported a deficit of
$3.2 million on a budget of about $47 million for last season.
That shortfall, the orchestra said at the time, could rise to at
least $7.5 million this season.

Citing The Inquirer, NY Times says the Orchestra's endowment stood
at $112 million as of November 30, while assets listed in the
Orchestra's tax return for the fiscal year ending August 2008 were
$143 million.  About $5.5 million of the assets were unrestricted,
the newspaper said.  Unrestricted assets are often used to secure
lines of credit.


PINNACLE ENTERTAINMENT: S&P Gives Neg. Outlook; Keeps 'B+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Las Vegas-based Pinnacle Entertainment Inc. to negative from
stable.  S&P affirmed its existing ratings on the company,
including the 'B+' corporate credit rating.

At the same time, S&P assigned its issue-level and recovery
ratings to Pinnacle's new $375 million senior secured revolving
credit facility due March 2014.  S&P rated the revolver 'BB' (two
notches higher than the 'B+' corporate credit rating on the
company) with a recovery rating of '1', indicating its expectation
of very high (90% to 100%) recovery for lenders in the event of a
payment default.  The new revolver serves to extend the maturity
of the company's existing revolver, which was scheduled to mature
in December 2010, and provides liquidity to move forward on the
development pipeline.

"The revision of the rating outlook to negative reflects S&P's
concern that recent negative trends at Pinnacle's properties,
particularly in the Louisiana market, could persist and result in
leverage climbing materially higher than S&P had previously
factored into its rating," explained Standard & Poor's credit
analyst Ben Bubeck.

While S&P previously contemplated leverage approaching, and
potentially temporarily exceeding, 7x, S&P now expect leverage to
reach the mid-7x area in early 2010, and to remain above 7x at the
end of the year.  The negative outlook also reflects execution
risk -- not only with the near-term opening of River City, but
over the next few years as the company moves forward with the
development of two additional properties in Louisiana.  Pinnacle's
ability to drive leverage below 6x, a level S&P considers
consistent with a 'B+' rating, is highly dependent upon the
successful ramp-up of each of these new facilities.

S&P's rating incorporates the expectation that consolidated
EBITDA, excluding one-time severance payments, will grow in the
high-single-digit percentage area in 2010, from about $170 million
in 2009.  This is based on S&P's view that L'Auberge du Lac will
regain the strong momentum demonstrated earlier in 2009.  In
addition, while S&P anticipates that River City will ramp up more
quickly than Lumiere Place did a few years ago, S&P has
incorporated the expectation that EBITDA between the two
properties will be only modestly higher this year than what
Lumiere Place generated in 2009.  S&P believes Pinnacle will
benefit from a business model focusing on regional gaming markets,
which S&P expects to continue to perform more favorably than
destination-oriented markets in 2010.  S&P remains cautious,
however, of the impact that weak revenue performance in these
markets can have on cash flow generation, as was observed in
Louisiana recently.  Finally, S&P expects that ongoing cost-
containment efforts will allow management to slightly strengthen
the EBITDA margin in 2010 from the 2009 level.

Consolidated EBITDA, adjusting for one-time severance payments,
was about $170 million during 2009.  This represents about a 9%
improvement from performance in 2008, although it was below S&P's
previously stated expectations for growth in the mid-teens
percentage area.  This growth was primarily a result of the ramp-
up of Lumiere Place, which grew its EBITDA base to $42 million in
2009 from just $10 million in 2008.  S&P estimates that EBITDA
coverage of interest expense was about 2x as of Dec. 31, 2009, and
operating lease-adjusted total debt to EBITDA was in the high-6x
area.  These measures are weak for the current rating, and will
likely weaken further over the next several quarters as debt
levels increase to fund spending related to development projects.

The rating on Pinnacle reflects its aggressive growth strategy and
high debt leverage.  The company's geographically diverse
portfolio and S&P's expectation for strong operating results at
the newer properties over time somewhat temper these factors.


PAETEC HOLDING: BlackRock, Wells Fargo Report Equity Stake
----------------------------------------------------------
BlackRock Inc. said it may be deemed to beneficially own 8,816,771
shares or roughly 6.05% of the common stock of Paetec Holding
Corp. as of December 31, 2009.

Wells Fargo & Company -- on behalf of subsidiaries Wells Capital
Management Incorporated; Wells Fargo Funds Management, LLC; Wells
Fargo Bank, N.A.; Evergreen Investment Management Company, LLC;
Wells Fargo Advisors, LLC; and Wachovia Bank, National Association
-- disclosed that it may be deemed to beneficially own 8,728,065
shares or roughly 5.99% of the common stock of Paetec Holding
Corp. as of December 31, 2009.

                     About PAETEC Holding

PAETEC Holding Corp., through its subsidiaries, provides
integrated communications services, including local and long
distance voice, data, and broadband Internet access services,
primarily to business and institutional customers.  On February 8,
2008, PAETEC Holding completed its combination by merger with
McLeodUSA Incorporated, which became a wholly owned subsidiary of
PAETEC Holding upon completion of the merger.

As of June 30, 2009, PAETEC had in service 223,311 digital T1
transmission lines, which represented the equivalent of 5,359,464
access lines, for over 47,000 business customers in a service area
encompassing 82 of the country's top 100 metropolitan statistical
areas.

At September 30, 2009, the Company had $1.44 billion in total
assets against $1.25 billion in total liabilities.

Effective on June 1, 2009, the Company entered into a Second
Amendment and Waiver to its Credit Agreement with its lenders
which amends the Credit Agreement, dated as of February 28, 2007,
and amended as of June 27, 2007.  The Amendment grants the Company
the right, at its option and subject to specified conditions,
voluntarily to prepay term loans outstanding under its term loan
facilities at any time and from time to time during a period
beginning on the effective date of the Amendment and ending 18
months after such effective date.  The total cash payments to be
made by the Company in connection with such voluntary prepayments
may not exceed $100,000,000, excluding amounts applied to the
payment of accrued and unpaid interest and fees.

The Amendment also modifies some of the restrictive covenants in
the Credit Agreement primarily to permit the Company to issue
senior secured notes and to allow the Company and its subsidiaries
to incur indebtedness and related obligations under such notes if
specified conditions are satisfied.

                         *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
Standard & Poor's Ratings Services assigned PAETEC Holding's
proposed senior secured notes due 2017 an issue-level rating of
'B' (the same as the corporate credit rating) with a recovery
rating of '3', indicating expectations for meaningful (50%-70%)
recovery in the event of payment default.  At the same time, S&P
affirmed all other ratings on PAETEC, including the 'B' corporate
credit rating.  The outlook is stable.

Moody's Investors Service assigned a B1 rating to the senior
secured note issuance.  Moody's affirmed all other ratings,
including the SGL-1 liquidity rating.  The rating outlook remains
stable.


RAINING SUN: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Raining Sun Enterprises, Inc.
        2370 E Lake Creek Rd
        Edwards, CO 81632-8198

Bankruptcy Case No.: 10-12373

Chapter 11 Petition Date: February 9, 2010

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: John B. Wasserman, Esq.
                  1660 Lincoln St., Ste. 2200
                  Denver, CO 80264
                  Tel: (303) 296-1999
                  Email: jwass@sendwass.com

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

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

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

                http://bankrupt.com/misc/cob10-12373.pdf

The petition was signed by Joette Gilbert, vice president of the
Company.


RJ YORK: Section 341(a) Meeting Scheduled for March 2
-----------------------------------------------------
The U.S. Trustee for Region 13 will convene a meeting of creditors
in RJ York SSG, LLC's Chapter 11 case on March 2, 2010, at 1:30
p.m.  The meeting will be held at Thomas F. Eagleton U.S.
Courthouse, 111 South Tenth Street, Sixth Floor, Room 6.353, St.
Louis, MO 63102.

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

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

St. Louis, Missouri-based RJ York SSG, LLC, is a property
developer.  The Company filed for Chapter 11 bankruptcy protection
on February 2, 2010 (Bankr. E.D. Mo. Case No. 10-40876).  David L.
Going, Esq., and Susan K. Ehlers, Esq., at Armstrong, Teasdale et
al., assist the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


RONSON CORPORATION: Extends Forbearance Agreement Until Feb. 19
---------------------------------------------------------------
Ronson Corporation together with its wholly-owned subsidiaries,
Ronson Aviation, Inc., Ronson Consumer Products Corporation and
Ronson Corporation of Canada Ltd. further extended forbearance
agreement with their principal lender, Wells Fargo Bank, National
Association, under which Wells Fargo has agreed not to assert
existing events of default under the corrowers' credit facilities
with Wells Fargo through Feb. 19, 2010.

The amendment to the Forbearance Agreement also provides that as a
result of the consummation of the sale of the Company's consumer
products business to Zippo, RCPC and Ronson Canada are no longer
permitted to request advances under the credit facility with Wells
Fargo and any remaining assets of RCPC and Ronson Canada will no
longer be considered in borrowing base calculations.

Ronson Aviation will continue to be permitted to request advances
under the Wells Fargo credit facility until Feb. 19, 2010.  The
amendment to the Forbearance Agreement reduces the maximum
revolving credit line to $1,400,000 and the overadvance limit to
$1,000,000.

                   About Ronson Corporation

Somerset, New Jersey-based Ronson Corporation (Pink Sheets: RONC)
-- http://www.ronsoncorp.com/-- is the parent company of three
operating units: Ronson Aviation, Inc., an aircraft fueling and
servicing company; Ronson Consumer Products Corp., a maker and
distributor of Ronsonol lighter fluid and various other lighter
accessories; and Ronson Corporation of Canada Ltd., which markets
the company's products throughout Canada. The company is engaged
in a series of asset sales as a condition of a forbearance
agreement with its primary lender Wells Fargo Bank, NA.

At September 30, 2009, the Company had $15,333,000 in total assets
against total current liabilities of $16,516,000, long-term debt
of $13,000, other long-term liabilities of $1,724,000, and other
long-term liabilities of discontinued operations of $494,000,
resulting in $3,414,000 in stockholders' deficiency.

At September 30, 2009, the Company had both a deficiency in
working capital and a stockholders' deficit.  In addition, the
Company was in violation of certain provisions of certain short-
term and long-term debt covenants at September 30, 2009 and
December 31, 2008.

The Company's losses and difficulty in generating sufficient cash
flow to meet its obligations and sustain its operations, as well
as existing events of default under its credit facilities and
mortgage loans, raise substantial doubt about its ability to
continue as a going concern.


ROTHSTEIN ROSENFELDT: Law Partner Sued for $1.2 Million
-------------------------------------------------------
Carlyn Kolker at Bloomberg News reports that Herbert Stettin --
the trustee overseeing the bankruptcy of Rothstein Rosenfeldt
Adler PA -- sued convicted Ponzi schemer Scott Rothstein's law
partner, Russell Adler, for overpayment of compensation and
repayment of loans, including $475,000 of the firm's money that
the trustee said Mr. Adler and his wife used to purchase a
Manhattan apartment.  The suit, filed in Bankruptcy Court, seeks
$1.2 million.  Attorneys for the bankruptcy trustee said in the
complaint that payments to Mr. Adler and his wife were "fraudulent
transfers" made when the firm "intended to incur, or believed it
would incur, debts that would be beyond its ability to pay as such
debts matured."

Creditors of Rothstein Rosenfeldt Adler PA signed a petition
sending the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case
No. 09-34791).  The petitioners include Bonnie Barnett, who says
she lost $500,000 in legal settlement investments; Aran
Development, Inc., which said it lost $345,000 in investments; and
trade creditor Universal Legal, identified as a recruitment firm,
which said it is owed $7,800.  The creditors alleged being owed
money invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the Chapter
11 trustee in the involuntary bankruptcy case.


RUBICON US: Noteholders Want to File Own Plan
---------------------------------------------
A group of holders of notes issued by Rubicon US REIT, Inc. is
asking the U.S. Bankruptcy Court for the District of Delaware to
enter an order terminating the exclusive periods for Rubicon to
propose and solicit acceptances of a plan.

While it is only three weeks after the Petition Date, the Rubicon
Noteholders say extraordinary circumstances warrant the immediate
relief.  They say the Debtors were forced to file for bankruptcy
as a result of a series of "disastrous errors committed by their
directors and their attorney."  Rubicon, according to the
Noteholders, entered into a one-sided, secret letter of intent
with Global Asset Capital LLC that put "Rubicon and the other
Debtors on a disastrous and value-diminishing course".

According to counsel, Dennis A. Meloro, Esq., at Greenberg
Traurig, LLP, as a result of entering into the LOI and its
subsequent breaches, Rubicon found itself a defendant in the
Chancery Court Litigation and the subject of the TRO which
enjoined Rubicon from: (i) disclosing any of the contents of the
LOI without prior written consent of GAC; (ii) soliciting or
entertaining any third party offers involving any of the Sale
Properties set forth in the LOI for the duration of the LOI; and
(iii) asserting that the LOI had terminated pursuant to the
termination provisions set forth therein.

With the TRO in effect, Rubicon faced a dilemma: (i) remain out of
bankruptcy to be embroiled in costly litigation with GAC while the
terms of the TRO enjoined Rubicon from, inter alia, entertaining
any alternative proposals for an out-of-court sales process or a
workout, which would maximize the value of the enterprise; or (ii)
negotiate a stalking horse agreement and settlement with GAC that
would require a chapter 11 filings.

Following entry of the TRO, without any negotiating leverage,
Rubicon entered into settlement discussions with GAC, resulting in
the execution of the Exclusive Negotiating Rights Agreement.
Among other things, the Exclusivity Agreement (i) requires the
Debtors to file for Chapter 11 by January 20, 2010; (ii) requires
the Debtors to use their best efforts to negotiate a stalking
horse agreement for the Sale Properties in accordance with onerous
terms contained in an attached term sheet; and (iii) provides a 52
day "Exclusive Negotiation Period" during which the Debtors are
prohibited from entertaining any other sale or restructuring
proposals.

The Noteholders noted that in a misguided and transparent effort
to cover up the prior errors that caused the filings, the Debtors
determined to mislead the Bankruptcy Court by filing first day
pleadings and declaration that omitted any mention whatsoever of
GAC, the L01, the Chancery Litigation, the TRO, the Exclusivity
Agreement, or the Exclusivity Motion.

Since Rubicon's financial problems began, the Rubicon Noteholders
unanimously opposed the filing of bankruptcy cases by Rubicon and
its subsidiaries.  The Rubicon Noteholders did not consider a
chapter 11 filing to be a viable option because (i) all the
mortgages generate sufficient cash to service their debt and pay
local operating expenses; (ii) collectively the mortgages generate
sufficient free cash to pay Rubicon's operating expenses, (iii) a
bankruptcy would be expensive and destroy value, and (iv) the fire
sale liquidation value realized in bankruptcy would be less than
the going-concern value that the company could obtain in an out-
of-court sales process.  In that regard, the Rubicon Noteholders
did not enforce their remedies after the Notes went into default
in September 2009 and consistently provided the company with the
liquidity it required.

To preserve the Debtors' going concern value, the Rubicon
Noteholders are prepared to file a plan of reorganization.

The Rubicon Noteholders say they should not be forced to stand
still while the estates' assets are diminished by unnecessarily
languishing in bankruptcy simply because the Debtors' hands are
tied as result of the Debtors' errors and breaches.  Accordingly,
the Court should terminate immediately the Debtors' Exclusive
Periods to permit the Rubicon Noteholders to file their proposed
plan of reorganization as soon as possible, permitting a quick
exit from Chapter 11.

The terms of the plan were redacted from the Motion filed by the
Rubicon Noteholders with the Court.  Other portions of the
document were also redacted.

A hearing on the request is scheduled for February 22.  Objections
are due February 12.

The Rubicon Noteholders consist of the holders of 100% of the
global senior notes, which include affiliates of Starwood Capital
Group Global, LLC, KJ Mandrake LLC, JPMorgan Chase Funding Inc.
and N-Real Estate CDO IX, Ltd.

                       About Rubicon US REIT

Rubicon US REIT Inc. is a Chicago-based real estate investment
trust.  Rubicon filed for Chapter 11 bankruptcy protection on
January 20, 2010 (Bankr. D. Del. Case No. 10-10160).  Attorneys at
Phillips, Goldman & Spence, have been tapped as bankruptcy
counsel.  Phillips, Goldman & Spence, P.A. is Delaware bankruptcy
counsel Grant Thornton LLP is the Company's financial advisor.
Garden City Group is the claims and notice agent.  In its
petition, 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 -- Rubicon GSA II, LLC, et al. -- also filed
Chapter 11 petitions.


SEALY CORP: Franklin Resources Reports 8.3% Equity Stake
--------------------------------------------------------
Franklin Resources, Inc.; Charles B. Johnson; Rupert H. Johnson,
Jr.; and Franklin Templeton Investments Corp. reported that they
may be deemed to beneficially own 7,884,645 shares or roughly 8.3%
of the common stock of Sealy Corporation as of December 31, 2009.

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.

On January 25, 2010, Sealy filed with the Securities and Exchange
Commission its annual report on Form 10-K for the fiscal year
ended November 29, 2009.  A full-text copy of the Annual Report is
available at no charge at http://ResearchArchives.com/t/s?51c9

As reported by the Troubled Company Reporter on January 22, 2010,
Sealy reported net income of $2.574 million for the fourth quarter
ended November 29, 2009, from a net loss of $41.420 million for
the same period ended November 30, 2008.  Net sales were
$332.060 million for the fourth quarter ended November 29, 2009,
from $325.756 million for the year ago period ended November 30,
2008.  Net sales increased 1.9% compared to the same prior year
period, based principally upon U.S. wholesale bedding sales growth
of 7.3%.

Sealy reported net income of $13.485 million for the fiscal year
ended November 29, 2009, from a net loss of $3.803 million for the
same period ended November 30, 2008.  Net sales were
$1.290 billion for the fiscal year ended November 29, 2009, from
$1.498 billion for the year ago period ended November 30, 2008.
Net Sales for the fiscal year decreased 13.9%.

At November 29, 2009, the Company had total assets of
$1.015 billion against total current liabilities of
$229.239 million; long-term obligations, net of current portion of
$833.766 million; other liabilities of $59.625 million; deferred
income tax liabilities of $832,000; resulting in shareholders'
deficit of $107.992 million.

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corporation (NYSE: ZZ) --
http://www.sealy.com/-- is the bedding industry's largest global
manufacturer with sales of $1.3 billion in fiscal 2009.  The
Company manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands. Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent. In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets. Sealy is also a
leading supplier to the hospitality industry.


SHALAN ENTERPRISES: Cash Collateral Hearing Continues on April 27
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will consider at a hearing on April 27, 2010, at 11:00 a.m. Shalan
Enterprises, LLC's access to cash collateral.  The hearing will be
held at 255 E. Temple St. Courtroom 1575 Los Angeles, California.

The Debtor owes GMAC Mortgage, First Bank, Perry and Rita Klein,
Wells Fargo Bank, Bank of America, First Horizon and Citimortgage
a combined secured debt of $7,250,095.

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

As reported in the Troubled Company Reporter on December 7, 2009,
in exchange for using the cash collateral, the Debtors propose to
grant the secured creditors replacement liens in postpetition
rents, issues and profits of the rents, issues, profits and
putative cash collateral associated with the Debtor's 34 income
producing residential real properties throughout California and
Arizona, to the extent of any diminution in valued of the Secured
Creditors' interest in prepetition cash collateral associated with
the properties.

Marina Del Rey, California-based Shalan Enterprises, LLC, a Nevada
limited liability company, was formed in 1999 for the purpose of
owning, operating and leasing and/or selling properties.

The Company filed for Chapter 11 bankruptcy protection on
November 25, 2009 (Bankr. C.D. Calif. Case No. 09-43263).  The
Company has assets of $12,540,000, and total debts of $7,426,313.


SLA YORK HOUSE: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: SLA York House, LLC
        1005 Jefferson St.
        Napa, CA 94559

Bankruptcy Case No.: 10-10405

Chapter 11 Petition Date: February 9, 2010

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Debtor's Counsel: Richard V. Day, Esq.
                  Law Offices of Richard V. Day
                  563 Jefferson St.
                  Napa, CA 94559
                  Tel: (707) 253-8500
                  Email: RVdayLaw@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 $1,211,878,
and total debts of $1,723,747.

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

                 http://bankrupt.com/misc/canb10-10405.pdf

The petition was signed by V.M. Spohn, manager of the Company.


SMURFIT-STONE: $1.2 Billion Term Loan Said to Rise in Trading
-------------------------------------------------------------
Smurfit-Stone Container Corp.'s $1.2 billion term loan to emerge
from bankruptcy rose in its first day of trading, Emre Peker at
Bloomberg News reported, citing a person familiar with the matter.
The debt, sold to investors at a discount of 99 cents on the
dollar, is trading at 99.375 cents, said the person, who declined
to be identified because the transactions are private.

JPMorgan Chase & Co., Deutsche Bank AG and Bank of America Corp.
arranged the six-year loan, which pays an interest rate 4.75
percentage points more than the London interbank offered
rate and has a 2 percent Libor floor.

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SPANSION INC: Judge Carey Confirms Selection of Mediator
--------------------------------------------------------
Various parties involved in disputes concerning the Debtors'
enterprise value in connection with confirmation of the Debtors'
proposed plan of reorganization, scheduled for hearing commencing
February 11, 2010, have advised the Court on January 29, 2010, of
their desire to engage in mediation in an attempt to resolve
those disputes.

The parties have advised the Court on January 29 that they have
asked, and that the Honorable Robert D. Drain has agreed, to
mediate those disputes prior to the scheduled hearing on
confirmation.

As requested by various parties, disputes concerning the
enterprise value of the Debtors are referred to Judge Drain for
mediation, to take place between February 1 through February 8,
2010.

                        About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Proposes to Quash Spansion Japan Subpoena
-------------------------------------------------------
Spansion Inc. and its units ask the Court to quash Spansion Japan
Limited's subpoena noticing the deposition of Paul Sakai or for a
protective order precluding Mr. Sakai's deposition.

In connection with confirmation, Spansion Japan has again noticed
a deposition for the purpose of exploring certain tax reporting
undertaken by Spansion LLC regarding its 2007 relationship with
Spansion Japan.  According to the Debtors, Spansion Japan is
seeking discovery in support of its contention that the parties'
relationship is in fact an arm's-length relationship.  Spansion
Japan contends that due to the arm's-length relationship it
alleges, it should not be classified apart from the arm's-length
creditors in Class 5B of the Debtors' proposed plan of
reorganization.

The Debtors aver that Spansion Japan misapprehends their basis
for the classification under the Plan.  The Debtors maintain that
separate classification is justified because the Rejection
Damages Claim is subject to offset and Spansion Japan's continued
possession of the Debtors' intellectual property would result in
unfair competition.

"Mr. Sakai has no knowledge of evidentiary value relating to the
Debtors' offset defense or Spansion Japan's potential
competition," says Davis Lee Wright, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, in Wilmington, Delaware.  "Therefore,
this Court should quash the Subpoena because Mr. Sakai's
deposition will not lead to the discovery of relevant evidence,"
Mr. Wright adds.

Spansion LLC and Spansion Japan entered into the Second Amended
and Restated Foundry Agreement on March 30, 2007, pursuant to
which Spansion Japan manufactured integrated flash memory
circuits for the Debtors.  Subsequently, the Debtors sought and
obtained the Court's authority to reject the Foundry Agreement.
Spansion Japan filed a proof of claim asserting $761,238,510 for
rejection damages.

                        About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Spansion Japan, et al., Object to Plan Confirmation
-----------------------------------------------------------------
Seventeen parties-in-interest ask Judge Kevin J. Carey of the
U.S. Bankruptcy Court for the District of Delaware to deny
confirmation of Spansion Inc., and its debtor affiliates' Second
Amended Plan of Reorganization:

* Spansion Japan Limited
* U.S. Trustee
* Ad Hoc Committee of Equity Security Holders
* Ad Hoc Committee of Convertible Noteholders
* GE Japan Corporation
* Joseph E. Rubino
* Longacre Opportunity Fund
* Winbond Electronics Corporation
* U.S. Bank National Association
* Tessera, Inc.
* International Business Machines Corporation
* Bank of America, N.A.
* United States
* AIG Commercial Equipment Finance, Inc.
* The John Gorman 401(K)
* Travis County Tax Assessor-Collector
* Texas Comptroller of Public Accounts

(A) Spansion Japan Limited

Spansion Japan Limited asserts that confirmation should never
come at the expense of protecting the fundamental integrity of
the bankruptcy process.  According to Spansion Japan, in the
context of plan confirmation, this means that the Debtors must
satisfy all the provisions of Section 1129 of the Bankruptcy
Code.

Karen B. Skomorucha, Esq., at Ashby & Geddes, P.A., in
Wilmington, Delaware, counsel for Spansion Japan, relates that as
pertaining to Spansion Japan and its Rejection Damages Claim, the
Plan does not and cannot satisfy Section 1129 unless the Debtors
amend the Plan to fix the classification and treatment of
Spansion Japan's Rejection Damages Claim because:

  * the Plan violates Section 1129 by unfairly discriminating
    against Spansion Japan's Rejection Damages Claim by failing
    to provide any recovery or reserve on account of that claim
    pending the claims resolution process, contrary to the
    treatment provided to unsecured claims in each subclass of
    Class 5 of the Plan, which are slated to receive a recovery
    of between 31% and 45% and entitled to a reserve for the
    full amount of those claims pending allowance;

  * the Plan also violates Section 1122 and 1129(a)(1) by
    improperly classifying Spansion Japan's Rejection Damages
    Claim in Class 13, as opposed to properly classifying that
    claim with other general unsecured claims in Class 5B;

  * the Plan violates good faith requirement of Section 1129(a)
   (3) because the arbitrary classification and treatment of
    Spansion Japan's Rejection Damages Claim is simply a
    litigation to ploy against Spansion Japan; and

  * to the extent that unsecured creditors would receive
    anything in a Chapter 7 liquidation, the Plan violates the
    best interests test of Section 1129(a)(7) by providing no
    recovery to Spansion Japan on account of its Rejection
    Damages Claim.

In a separate filing, Spansion Japan seeks the Court's authority
to file under seal certain exhibits to its Confirmation
Objection.  According to Spansion Japan, the confidential
documents contain confidential, propriety, and sensitive
information, and fall under the category of either "Confidential"
or "Highly Confidential" under the terms of the Confidentiality
Order.

To recall, Spansion Japan and the Debtors entered into a
stipulation and order governing production of confidential
material, which was approved by the Court on November 19, 2009.

(B) U.S. Trustee

The Plan contains third party releases by creditors who have not
affirmatively taken any action to accept those releases,
according to Roberta A. DeAngelis, Acting U.S. Trustee for Region
3.

Ms. DeAngelis asserts that the releases exceed those set forth in
Section 524(a) of the Bankruptcy Code and exceed the scope of
permissible releases described in Section 524(e).  Ms. DeAngelis
asserts that except to the extent that Release Obligors take
affirmative action to accept the third party releases, those
releases should be denied.

(C) Ad Hoc Committee of Equity Security Holders

The Ad Hoc Committee of Equity Security Holders of Spansion,
Inc., asserts that the Plan is premised on disclosures that are,
at best, incomplete and misleading, and at worst, part of an
ongoing attempt to deceive the Court and perpetrate a fraud on
stakeholders of the Debtors' estates.  According the Ad Hoc
Committee, the Debtors' failure to disclose material information
relevant to the Plan constitutes bad faith under Section
1129(a)(3) of the Bankruptcy Code, renders the Plan not in
compliance with the applicable provisions of the Bankruptcy Code,
and establishes that the Plan proponent has failed to comply with
the applicable provisions of the Bankruptcy Code.

In a separate filing, the Ad Hoc Committee seeks the Court's
authority to file under seal Schedule 1 to Exhibit A to its
objection.  Exhibit A to the Objection is the declaration of John
F. Stark in support of the Objection.  Attached as Schedule 1 to
the Stark Declaration is a report prepared by Oppenheimer & Co.
personnel at the direction of Mr. Stark.  According to the Ad Hoc
Committee, some of the materials reflect confidential and
commercially sensitive information which is bound to maintain as
confidential, pursuant to its confidentiality agreement with the
Debtors.

In a separate filing, The John Gorman 401(k) and files a joinder
in the Objection.

(D) Ad Hoc Committee of Convertible Noteholders

The Ad Hoc Committee of Convertible Noteholders consisting of
certain holders of the 2.25% Exchangeable Senior Subordinated
Debentures due 2016 issued by Spansion LLC, asserts that the Plan
cannot be confirmed because it is not proposed in good faith in
at least three aspects:

  (i) the value of the reorganized Debtors on which the Plan
      appears to be based is not reflective of the Debtors' true
      enterprise value;

(ii) the Backstop Agreement with the Debtors' putative equity
      sponsor Silver Lake Sumeru, L.P. is not in the best
      interest of, and prejudicial to, the Convertible Notes;
      and

(iii) the value allocated to management under the Plan is
      excessive, if not patently obscene.

Separately, the Ad Hoc Committee of Convertible Noteholders
sought and obtained the Court's authority to file under seal
certain exhibits to its objection.  According to the Ad Hoc
Committee of Convertible Noteholders, the Confidential Documents
contain information that the Debtors provided to its advisors
pursuant to a Nondisclosure Agreement dated October 28, 2009.

Wilmington Trust Company joins in the Ad Hoc Committee's
objection to Plan Confirmation.

(E) Longacre Opportunity Fund

Longacre Opportunity Fund, L.P., says it objects to the
confirmation of the Plan because its provision for reconciling
claims and making distributions to claimants are entirely open-
ended.  As presently proposed, the Plan would provide the
Reorganized Debtors an essentially unlimited time frame to make
claims objections and distributions.  The Debtors' creditors, on
the other hand, would be powerless to compel the timely
disposition of, or payment for, their claims, Longacre asserts.

(F) Winbond Electronics Corporation

Winbond Electronics Corporation maintains that the Debtors' Plan
appears to provide for a nonconsensual release by holders of
claims against non-debtor third parties.  According to Winbond,
this is impermissible under the standards established by the
Court and would unfairly prejudice its right and other creditors
to opt-out of the proposed release.  Winbond avers that the Plan
cannot be approved absent an appropriate revision that clarifies
and preserves the rights of holders of impaired claims to decline
to grant the release provisions in the Plan.

(G) U.S. Bank National Association

U.S. Bank National Association, in its capacity as successor
Indenture Trustee, asserts that, rather than giving effect to the
subordination provisions contained in the Subordination
Indenture, the Plan contravenes the terms of the Subordinated
Indenture and, thus, violates applicable law.  In addition, U.S.
Bank notes, by delaying distributions to the holders of Senior
Notes Claims, the Debtors have proposed a Plan forbidden by the
Court's own pronouncements.  In addition, the Plan allows the
Senior Notes Claims in an amount less than the amount of the
claim filed by the Senior Notes Indenture Trustee, or owed to the
Holders of Senior Notes Claim.  Accordingly, the Senior Notes
Indenture Trustee reserves all rights, including the right to
dispute the difference and the amount owed to holders of Senior
Notes Claims.  Moreover, U.S. Bank asserts that the language in
the Plan must be revised to provide that the Senior Notes are
surrendered to the Senior Notes Indenture Trustee, rather than to
the Debtors or the Reorganized Debtors.

(H) Tessera, Inc.

Tessera, Inc., says that the Plan is not feasible since there are
inadequate funds to pay administrative claims, and the manner in
which the Debtors' proposed payment of those claims is not
permissible.  Tessera adds that the Plan's proposed treatment of
administrative expense claimants violates Section 1129(a)(9)(A)
of the Bankruptcy Code and renders the Plan unconfirmable.

(I) International Business Machines Corporation

Spansion LLC and International Business Machines Corporation are
parties to a Patent Cross License Agreement dated April 8, 2008.
IBM tells the Court that it objects to one provision regarding
the assumption of executory contracts.  Specifically, the Plan
attempts to modify all exectory contracts to provide that any
transaction contemplated under the Plan will not cause a change
in control.  IBM asserts that the Debtors do not have the ability
to modify its License Agreement under the Plan without its
consent.  Accordingly, IBM objects to the confirmation unless the
Plan is modified to provide that the change in control provisions
in the License Agreement will not be deemed amended or modified
by the provisions of the Plan.

(J) Bank of America, N.A.

Bank of America, N.A., relates that it is still in negotiations
with the Debtors concerning post-confirmation financing, which
financing should resolve presently uncertain issues in connection
with Bank of America's treatment under the Plan.  Although Bank
of America is optimistic those issues will be fully resolved
prior to the hearing scheduled to consider confirmation of the
Plan, Bank of America reserves all rights pending its continued
negotiations with the Debtors.

(K) United States

The United States government, on behalf of its Customs and Border
Protection, objects to the Plan to the extent it fails to
preserve the set-off and recoupment rights of the United States.
Customs objects to the third party non-debtor waiver, limitation
of liability, discharge and release provisions of the Plan.
Customs also objects to the non-debtor injunctions, releases and
discharges as set forth in the Plan.

(L) AIG Commercial Equipment Finance, Inc.

AIG Commercial Equipment Finance, Inc., objects to the potential
rejection of its lease pursuant to the Plan because notice of any
potential rejection is wholly deficient under the Plan.
Specifically, AIG notes, no proposed effective date of rejection
is provided.  While the Plan provides that those executory
contracts or unexpired leases not set forth on the Contract/Lease
Schedule will be rejected as of the Effective Date, the Effective
Date is defined under the Plan as a date uncertain which will
occur at some point in the future, AIG avers.

(M) The John Gorman 401(K)

The John Gorman 401(K) avers that the Plan violates Section
1129(a)(1) of the Bankruptcy Code which requires that the Plan
comply with all applicable provisions of the Bankruptcy Code.
According to The 401(k), the Plan fails to comply with Section
524(e) of the Bankruptcy Code, which provides that "discharge of
a debt of the debtor does not affect the liability of any other
entity on, or the property of any other entity for, such debt."
The 401(K) relates that the Plan contains expansive third-party
releases by the Debtors and by Interest Holders, including
releases of claims against officers, directors, employees,
professionals, and other creditors.

The 401(k) adds that the Plan violates Section 1129(a)(3)of the
Bankruptcy Code which provides that before a plan is confirmed
the plan proponent must establish that the plan has been proposed
in good faith.  According to the 401(K), the Plan is proposed for
the benefit of management, particularly when combined with the
impermissible releases, and is not in good faith.

(N) GE Japan Corporation

GE Japan Corporation, as administrative agent, security agent,
and secured lender, for itself and on behalf of members of an
official committee of secured creditors, asserts that the
improper classification and disparate treatment of the claims of
Spansion Japan Limited, if confirmed, will effectively disallow
Spansion Japan's claim prior to the claim resolution process.
According to GE Japan, the classification of Spansion Japan's
claims in a class of dissimilar claims, and separately from other
similarly situated claims, not only violates Section 1122 of the
Bankruptcy Code, it also constitutes unfair discrimination
against Spansion Japan pursuant to Section 1129(b)(1)of the
Bankruptcy Code and renders the Plan, as currently constituted,
unconfirmable.

(O) Travis County Tax Assessor-Collector

Nelda Spears, Travis County Tax Assessor-Collector for and on
behalf of these taxing authorities: Travis County, City of
Austin, Del Valle Independent School District, Austin Community
College, and Travis County Hospital District, files with the
Court an objection to the Debtors' Second Amended Joint Plan of
Reorganization dated December 16, 2009.

According to Ms. Spears, the Claim of Travis County is secured by
a lien on the Debtors' property pursuant to Section 32.01 of the
Texas Property Tax Code.  She adds that the claim of Travis
County takes priority over the claims and interests of any other
creditor in the bankruptcy proceeding under Section 32.05 of the
Texas Property Tax Code.  Ms. Spears asserts that pursuant to
Section 33.01 (a) and (c) of the Texas Property Tax Code, the
claim of Travis County receives a 12% penalty as well as interest
at the rate of 1% for each month the property taxes remain
unpaid.

Thus, Ms. Spears objects to the Debtors' Plan because it provides
for 0% interest.  Ms. Spears avers that the Debtors' failure to
include Travis County's fully secured claim with 12% interest
renders the Plan unfair and inequitable as to Travis County.

(P) Texas Comptroller of Public Accounts

The Texas Comptroller of Public Accounts complains that the
Debtors' Second Amended Joint Plan of Reorganization does not
contain any remedies in the event of default for the Comptroller.
Texas Comptroller has filed a Priority Proof of Claim for sales
or use taxes for $2,084,250.  The claim arises from an audit of
the Debtors' business.

The Comptroller suggests this default language be added to the
Plan:

    A failure by the reorganized Debtors to make a payment to
    secured or priority tax creditors pursuant to the terms of
    the Plan will be an Event of Default.  If the reorganized
    Debtors fail to cure an Event of Default as to tax payments
    within 10 days after service of a written notice of default
    from a tax creditor, then a tax creditor may enforce the
    entire amount of its claim and exercise any and all rights
    and remedies under applicable non-bankruptcy law.

(Q) Joseph E. Rubino

Joseph E. Rubino, a plaintiff in a civil action against Spansion,
Inc. for discrimination, says he objects to any plan that does
not include him.  He adds that if he is included in the Plan and
offered compromise release settlement, he will have no objection
to the Plan.

                    Wilmington Trust Responds

Wilmington Trust Company, as successor indenture trustee under
the indenture dated as of June 12, 2006, asks the Court to
overrule U.S. Bank's objection.  According to Wilmington Trust,
U.S. Bank's argument ignores two obvious facts:

  (i) The terms of the Amended Plan expressly provides that
      nothing will be deemed to modify, impair, terminate or
      affect in any way the rights of any entity under Section
      510(a) of the Bankruptcy Code, and all those rights are
      expressly preserved under the Plan; and

(ii) U.S. Bank conflates the Amended Plan's "respect" for the
      subordination provisions of the Subordinated Indenture
      with U.S. Bank's dispute with Wilmington over the meaning
      of these subordination provisions.  Wilmington Trust
      maintains that because the Amended Plan provides that the
      Debtors will distribute the shares as soon as an
      appropriate court interprets the subordination provisions
      or Wilmington and U.S. Bank issue a joint instruction, the
      Amended Plan complies with the requirements of Section
      510(a) and satisfies Section 1129(a)(1) of the Bankruptcy
      Code.

               Spears Withdraws Objection

In a separate filing dated February 4, 2010, Nelda Spears, Travis
County Tax Assessor-Collector, withdrew her objection to the
Plan.  According to Ms. Spears, the property tax claims for the
2008-2009 property taxes associated with multiple accounts have
been paid in full by the Debtors.

                         The Spansion Plan

Spansion's reorganization plan contemplates full payment to the
holders of $625 million in floating rate notes by giving them
$158 million cash, $238 million in new notes, and $238 million in
new convertible notes.  Unsecured creditors are to split up some
46.3 million shares of stock.  The unsecured claim pool is made up
of $251 million in senior notes, $208 million in exchangeable
debentures, and claims of general unsecured creditors ranging
between $440 million and $841 million.  The Disclosure Statement
anticipates that unsecured creditors will recover between 31% and
45% from the stock.  The $7 million secured credit facility is to
be paid in full.

A hearing to consider confirmation of the Debtors' proposed plan
of reorganization is set to commence before the Court on
February 11, 2010.

                        About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Wants Exclusive Solicitation Period Until March 8
---------------------------------------------------------------
The period during which Spansion Inc. and its units have the right
to seek to obtain acceptances of a plan of reorganization had
expired on January 30, 2010.

By this motion, the Debtors ask the Court to further extend their
Exclusive Solicitation Period through March 8, 2010.

Michael R. Lastowski, Esq., at Duane Morris, LLP, in Wilmington,
Delaware, tells the Court that the Debtors have made great
progress in their efforts to confirm the pending plan of
reorganization since the last order extending the Solicitation
Period was entered.

The dates for the Confirmation Hearing have been delayed twice
since the Pending Plan was first filed, and the hearing is now
scheduled to commence on February 11, 2010.  As a result, the
Confirmation Hearing will commence after the Exclusive
Solicitation Period ends.  Similarly, the Voting Deadline will
occur after the Exclusive Solicitation Period ends.  In light of
these delays in the confirmation schedule for the Pending Plan,
an extension of the Exclusive Solicitation Period is warranted,
Mr. Lastowski maintains.

"Given the current status of the Chapter 11 Cases and the
Debtors' progress in the plan process, the Debtors request an
extension of the Exclusive [Solicitation] Period until shortly
following the expected conclusion of the Confirmation Hearing,"
Mr. Lastowski avers.

The Debtors believe that extension of the Exclusive Solicitation
Period for a brief period is warranted to allow them and the
other parties-in-interest time to address the Pending Plan and,
if necessary, to negotiate further with respect to next steps.

"Failure to extend the Exclusive [Solicitation] Period could
annul this progress and cast the Chapter 11 Cases into undue
disarray," Mr. Lastowski asserts.  "Indeed, the most orderly,
efficient and expeditious reorganization available to the Debtors
would be achieved through confirmation of the Pending Plan on
February 11 and 12, 2010," he adds.

Mr. Lastowski clarifies that the Debtors do not seek an extension
of their Exclusive Solicitation Period to cause undue delay to
the Chapter 11 Cases.  The Debtors, their employees and their
professionals have undertaken substantial efforts to move the
Chapter 11 Cases toward a conclusion as quickly as possible in
order to minimize administrative expenses and indirect costs, to
maximize the recoveries available to the Debtors' creditors, and
to revitalize the Debtors' business operations, Mr. Lastowski
maintains.

The hearing to consider the Debtors' request will be held on
February 22, 2010.  Pursuant to Del.Bankr.LR 9006-2,
the Debtors' Exclusive Solicitation Period is automatically
extended until the conclusion of that hearing.

                     February 8 Voting Deadline

Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware entered an amended order, on January 29,
2010, extending the period within which claims entitled to vote
on the Debtors' Plan of Reorganization may vote to accept or
reject the Plan from February 4, 2010, to February 8, 2010.  The
judge has also extended Epiq Bankruptcy Solutions, LLC's deadline
to file with the Court a voting report that complies with the
requirements of the Disclosure Statement from February 9, 2010,
to February 10, 2010.

                        About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Wants to Estimate Contingent & Unliquidated Claims
----------------------------------------------------------------
Spansion Inc. and its units seek the Court's authority to estimate
amounts for certain contingent, unliquidated, duplicative or
overstated claims filed against their estates, for distribution
reserve purposes in connection with their Second Amended Joint
Plan of Reorganization, dated as of December 16, 2009.

The Plan provides that Holders of Allowed Claims in Classes 5A,
5B and 5C will receive on account of their Allowed Class 5
Claims their pro rata share of New Spansion Common Stock.  That
Section of the Plan further provides that the Debtors will
reserve the pro rata share of New Spansion Common Stock
attributable to Disputed Class 5 Claims and those stock will be
held by the Reorganized Debtors pending resolution of Disputed
Claims.  To the extent that any Disputed Class 5 Claim becomes
an Allowed Class 5 Claim, the shares of New Spansion Common Stock
reserved for that Disputed Claim will, as appropriate, be
distributed to the Holder of such Allowed Class 5 Claim.  The
Reorganized Debtors reserve the right to reduce any reserve as
appropriate.

Pursuant to the Plan, the Debtors may request, and the Court
may grant, a reduced estimation of Disputed Class 5 Claims for
purposes of reserving New Spansion Common Stock.  Pursuant to
the Plan, the first Distribution of New Spansion Common Stock to
Holders of Allowed Class 5 Claims will occur on the Effective
Date.

According to the Debtors, they seek this relief to maximize the
number of shares of New Spansion Common Stock distributed to
Allowed Class 5 Claims on the Initial Distribution Date and to
minimize the number of issued shares unnecessarily held in
reserve.

The Debtors tell the Court that there have been in excess of
1,100 potential Class 5 Claims filed against their estates.
Based on the Debtors' initial review and examination of proofs of
claim, the Debtors have identified Claims as contingent,
unliquidated, overstated or duplicative.

The Debtors seek to estimate these claims:

A. Duplicate Claims
  http://bankrupt.com/misc/EstimateA.pdf

B. Motorola Claims
  http://bankrupt.com/misc/EstimateB.pdf

C. Duplicate Claims - Spansion Japan Ltd. Lender Claims
  http://bankrupt.com/misc/EstimateC.pdf

D. Duplicate Claims - Spansion Japan Ltd. Lender Claims
  http://bankrupt.com/misc/EstimateD.pdf

E. Equity Based Claims
  http://bankrupt.com/misc/EstimateE.pdf

F. Stipulated Claims
  http://bankrupt.com/misc/EstimateF.pdf

G. Duplicate Claims - WARN Act Claims
  http://bankrupt.com/misc/EstimateG.pdf

H. Capital Lease Rejection Claims
  http://bankrupt.com/misc/EstimateH.pdf

I. Insurer Claims
  http://bankrupt.com/misc/EstimateI.pdf

J. Employee Claims Stating No Amount
  http://bankrupt.com/misc/EstimateJ.pdf

K. Senior and Convertible Notes
  http://bankrupt.com/misc/EstimateK.pdf

L. Miscellaneous
  http://bankrupt.com/misc/EstimateL.pdf

                        About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


STATE OF CALIFORNIA: Bankruptcy Filing Suggested
------------------------------------------------
The Associated Press reports that Republican U.S. Senate candidate
Carly Fiorina told a group of business leaders on Monday that
California should not rule out filing for bankruptcy to deal with
its fiscal mess.

"I think it should always be considered," Ms. Fiorina, a former
Hewlett-Packard chief executive, said during a discussion with
business leaders at a cement plant in the Inland Empire community
of Colton, according to AP.  "Whether that is the right approach
now, I don't know. I think bankruptcy, as a possibility, at the
very least focuses the mind on what has to be done to salvage a
situation."

Declaring bankruptcy is not an option for California, however,
because federal bankruptcy law does not cover states, AP notes.

According to AP, The Press-Enterprise newspaper of Riverside
reported her remarks on Tuesday.  Press-Enterprise said Ms.
Fiorina was responding to a question about whether California
should consider bankruptcy.

Tom Dresslar, a spokesman for state Treasurer Bill Lockyer, a
Democrat, told AP that even discussing the possibility of
bankruptcy is counterproductive to California's interests.  "It
does nothing but poison the market the next time we want to go out
there and try to sell bonds," Mr. Dresslar told AP. "It hurts
taxpayers.  You might score political points, it might be some
snazzy way to talk about the state's finances, but it does
taxpayers harm."


SUNSET SOW FARMS: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sunset Sow Farms, Inc.
        5143 120th Street
        Holstein, IA 51025

Bankruptcy Case No.: 10-00238

Chapter 11 Petition Date: February 9, 2010

Court: United States Bankruptcy Court
       Northern District of Iowa (Sioux City)

Debtor's Counsel: Donald H. Molstad, Esq.
                  701 Pierce St., Ste. 305
                  Sioux City, IA 51101
                  Tel: (712) 255-8036
                  Email: judylaw308@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 $6,905,937,
and total debts of $9,016,894.

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

                http://bankrupt.com/misc/ianb10-00238.pdf


TENET HEALTHCARE: BlackRock Reports 5.94% Equity Stake
------------------------------------------------------
BlackRock Inc. disclosed that as of December 31, 2009, it may be
deemed to beneficially own 28,599,177 shares or roughly 5.94% of
the common stock of Tenet Healthcare Corporation.

                      About Tenet Healthcare

Based in Dallas, Texas, Tenet Healthcare Corporation --
http://www.tenethealth.com/-- is an investor-owned health care
services company whose subsidiaries and affiliates principally
operate general hospitals and related health care facilities.  All
of Tenet's operations are conducted through its subsidiaries.

At September 30, 2009, Tenet had $7.876 billion in total assets
against $7.203 billion in total liabilities.  At September 30,
2009, Tenet had accumulated deficit of $2.692 billion and total
equity of $673 million.  Cash and cash equivalents were
$731 million at September 30, 2009, a decrease of $27 million from
$758 million at June 30, 2009.

                           *     *     *

As reported by the Troubled Company Reporter on October 1, 2009,
Standard & Poor's Ratings Services assigned its 'CCC' issue-level
rating to hospital operator Tenet Healthcare's $345 million
mandatory convertible preferreds.  Net proceeds were used to
repurchase $300 million worth of outstanding 9.25% senior notes
due 2015.  The mandatory convertible preferred stock will
automatically convert to Tenet common stock on Oct. 1 2012.
Standard & Poor's views the mandatory convertible preferred
issuance as 100% debt for ratings purposes.

S&P's corporate credit rating on Tenet is 'B', reflecting the
company's struggles over the past several years with weak
operating performance and operating cash outflow and highly
leveraged financial position.  Despite the successes to date of a
multiyear turnaround effort, these factors remain key elements of
the company's highly-leveraged financial risk profile and
vulnerable business risk profile.  Tenet's extensive efforts to
effectuate a turnaround over several years has included large-
scale management and governance changes, cost control initiatives,
revamped physician recruitment and relationship strategies, and
managed care contract renegotiations to improve pricing.  Tenet's
improving financial results and better patient admissions over the
past two years indicate some measure of success of its efforts.
Still, a consistent track record of positive free cash flow
generation is not likely in the near term.

The TCR said September 29, 2009, that Moody's Investors Service
changed the rating outlook of Tenet Healthcare to positive from
stable.  Concurrently, Moody's affirmed Tenet's B3 Corporate
Family and Probability of Default ratings.


TENET HEALTHCARE: Franklin Mutual Advisers Reports 10.7% Stake
--------------------------------------------------------------
Franklin Mutual Advisers, LLC, disclosed that as of December 31,
2009, it may be deemed to beneficially own 51,659,858 shares or
roughly 10.7% of the common stock of Tenet Healthcare Corporation.

                      About Tenet Healthcare

Based in Dallas, Texas, Tenet Healthcare Corporation --
http://www.tenethealth.com/-- is an investor-owned health care
services company whose subsidiaries and affiliates principally
operate general hospitals and related health care facilities.  All
of Tenet's operations are conducted through its subsidiaries.

At September 30, 2009, Tenet had $7.876 billion in total assets
against $7.203 billion in total liabilities.  At September 30,
2009, Tenet had accumulated deficit of $2.692 billion and total
equity of $673 million.  Cash and cash equivalents were
$731 million at September 30, 2009, a decrease of $27 million from
$758 million at June 30, 2009.

                           *     *     *

As reported by the Troubled Company Reporter on October 1, 2009,
Standard & Poor's Ratings Services assigned its 'CCC' issue-level
rating to hospital operator Tenet Healthcare's $345 million
mandatory convertible preferreds.  Net proceeds were used to
repurchase $300 million worth of outstanding 9.25% senior notes
due 2015.  The mandatory convertible preferred stock will
automatically convert to Tenet common stock on Oct. 1 2012.
Standard & Poor's views the mandatory convertible preferred
issuance as 100% debt for ratings purposes.

S&P's corporate credit rating on Tenet is 'B', reflecting the
company's struggles over the past several years with weak
operating performance and operating cash outflow and highly
leveraged financial position.  Despite the successes to date of a
multiyear turnaround effort, these factors remain key elements of
the company's highly-leveraged financial risk profile and
vulnerable business risk profile.  Tenet's extensive efforts to
effectuate a turnaround over several years has included large-
scale management and governance changes, cost control initiatives,
revamped physician recruitment and relationship strategies, and
managed care contract renegotiations to improve pricing.  Tenet's
improving financial results and better patient admissions over the
past two years indicate some measure of success of its efforts.
Still, a consistent track record of positive free cash flow
generation is not likely in the near term.

The TCR said September 29, 2009, that Moody's Investors Service
changed the rating outlook of Tenet Healthcare to positive from
stable.  Concurrently, Moody's affirmed Tenet's B3 Corporate
Family and Probability of Default ratings.


TENET HEALTHCARE: Vanguard Group Reports 5.23% Stake
----------------------------------------------------
The Vanguard Group, Inc. - 23-1945930 disclosed that as of
December 31, 2009, it may be deemed to beneficially own 25,172,032
shares or roughly 5.23% of the common stock of Tenet Healthcare
Corporation.

                      About Tenet Healthcare

Based in Dallas, Texas, Tenet Healthcare Corporation --
http://www.tenethealth.com/-- is an investor-owned health care
services company whose subsidiaries and affiliates principally
operate general hospitals and related health care facilities.  All
of Tenet's operations are conducted through its subsidiaries.

At September 30, 2009, Tenet had $7.876 billion in total assets
against $7.203 billion in total liabilities.  At September 30,
2009, Tenet had accumulated deficit of $2.692 billion and total
equity of $673 million.  Cash and cash equivalents were
$731 million at September 30, 2009, a decrease of $27 million from
$758 million at June 30, 2009.

                           *     *     *

As reported by the Troubled Company Reporter on October 1, 2009,
Standard & Poor's Ratings Services assigned its 'CCC' issue-level
rating to hospital operator Tenet Healthcare's $345 million
mandatory convertible preferreds.  Net proceeds were used to
repurchase $300 million worth of outstanding 9.25% senior notes
due 2015.  The mandatory convertible preferred stock will
automatically convert to Tenet common stock on Oct. 1 2012.
Standard & Poor's views the mandatory convertible preferred
issuance as 100% debt for ratings purposes.

S&P's corporate credit rating on Tenet is 'B', reflecting the
company's struggles over the past several years with weak
operating performance and operating cash outflow and highly
leveraged financial position.  Despite the successes to date of a
multiyear turnaround effort, these factors remain key elements of
the company's highly-leveraged financial risk profile and
vulnerable business risk profile.  Tenet's extensive efforts to
effectuate a turnaround over several years has included large-
scale management and governance changes, cost control initiatives,
revamped physician recruitment and relationship strategies, and
managed care contract renegotiations to improve pricing.  Tenet's
improving financial results and better patient admissions over the
past two years indicate some measure of success of its efforts.
Still, a consistent track record of positive free cash flow
generation is not likely in the near term.

The TCR said September 29, 2009, that Moody's Investors Service
changed the rating outlook of Tenet Healthcare to positive from
stable.  Concurrently, Moody's affirmed Tenet's B3 Corporate
Family and Probability of Default ratings.


T.H.E.M. OF OHIO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: T.H.E.M. of Ohio, Inc.
        16645 Granite Road
        Maple Heights, OH 44137

Bankruptcy Case No.: 10-10910

Chapter 11 Petition Date: February 9, 2010

Court: United States Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Pat E. Morgenstern-Clarren

Debtor's Counsel: Harry W. Greenfield, Esq.
                  600 Superior Ave E., Suite 1400
                  Cleveland, OH 44114
                  Tel: (216) 363-1400
                  Fax: (216) 579-1020
                  Email: bankpleadings@bucklaw.com

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

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

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

                http://bankrupt.com/misc/ohnb10-10910.pdf

The petition was signed by Charles Messina, chairman & CEO of the
Company.


THORNBURG MORTGAGE: Securities Plaintiffs Oppose Sale Notice
------------------------------------------------------------
The lead plaintiffs in a consolidated securities class action
against bankrupt real estate investment firm TMST Inc., formerly
known as Thornburg Mortgage Inc., have objected to a notice of
sale, claiming it needs to include a provision that the purchaser
has a duty to preserve documents that may be relevant to the
pending securities case, Law360 reports.

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.


TLC VISION: Court Enjoins Lenders from Blocking New Plan
--------------------------------------------------------
Bill Rochelle at Bloomberg News reports that TLC Vision Corp.
surmounted the first obstacle toward the goal of terminating the
existing plan-sponsorship agreement with secured lenders in favor
of a new plan-financing arrangement with private-equity investor
Charlesbank Capital Partners.  At a Feb. 3 hearing, the bankruptcy
court temporarily enjoined the lenders from exercising remedies in
response to the prospect of having their plan drop by the wayside.
Where the old plan would leave the company with $80 million in
debt, the new plan would have the company debt-free.

                        About TLCVision

TLCVision -- http://www.tlcvision.com/-- is North America's
premier eye care services company, providing eye doctors with the
tools and technologies needed to deliver high-quality patient
care. Through its centers' management, technology access service
models, extensive optometric relationships, direct to consumer
advertising and managed care contracting strength, TLCVision
maintains leading positions in Refractive, Cataract and Eye Care
markets.

TLC Vision (USA) Corporation, and two of its corporate affiliates
filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del.
Case No. 09-14473).  The petition says assets and debts are
$100 million to $500 million.

The Company's lead U.S. restructuring counsel is the law firm of
Proskauer Rose LLP and Canadian restructuring counsel is the law
firm of Torys LLP.  The Company's financial advisor is Conway Del
Genio Gries & Co., LLC.  Epiq Bankruptcy Solutions is claims and
notice agent.


TOPS HOLDING: Moody's Maintains 'B3' Rating on Senior Notes
-----------------------------------------------------------
Moody's Investors Service announced that it is maintaining a
rating of B3 on the senior secured notes of Tops Holding
Corporation, including the additional $75 million of notes Tops
announced it would issue.  The rating of the notes, along with all
of the company's other ratings, remain on review for possible
downgrade.

The review will focus on the costs and benefits of the acquisition
of the Penn Traffic chain of supermarkets, Tops' new capital
structure, and its near-term operating risk and liquidity needs.
The rating of the secured notes will also consider their position
in the capital structure following changes in terms and amounts of
senior debt and unsecured liabilities following the combination of
the companies.  The new issuance of $75 million is higher than
Moody's expectations, and increases the potential for notching of
the secured notes below Tops' ultimate Corporate Family Rating.

Ratings may be confirmed if Moody's determines that Tops'
financial and operating risks are not materially changed following
the acquisition.

These ratings remain on review for possible downgrade:

  -- Corporate Family Rating of B3;

  -- Probability of Default Rating of B3;

  -- $350 million (originally $275 million) senior secured notes
     maturing 2015 of B3.

The last rating action for Tops Holding was the review for
possible downgrade on January 26, 2010.

Tops Holding Corporation and its primary subsidiary, Tops Markets,
headquartered in Williamsville, New York, operate a chain of 71
owned supermarkets and 5 franchised stores in western New York
state.  Annual revenues approximate $1.7 billion.


TXCO RESOURCES: Dynamis Advisors Owns 9.9% of Common Stock
----------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Dynamis Advisors, LLC disclosed that it may be deemed
to beneficially own shares of TXCO Resources Inc.'s common stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Dynamis Advisors, LLC                   3,805,950       9.9%

The CUSIP Number of the common stock is 87311M102.

A full-text copy of Dynamis Advisors, LLC's Schedule 13G is
available for free at http://researcharchives.com/t/s?51f1

As reported in the Troubled Company Reporter on February 5, 2010,
TXCO Resources Inc. will emerge from bankruptcy by mid-February
under the ownership of both Newfield Exploration Co. and former
rival suitor Anadarko Petroleum Corp. after the oil and gas
explorer and producer won confirmation of a reorganization
plan outlining its sale for roughly $310 million.

                       About TXCO Resources

TXCO Resources Inc. is an independent oil and natural gas
enterprise with interests in the Maverick Basin of Southwest
Texas, the Fort Trinidad area of East Texas, the onshore Gulf
Coast region and the Marfa Basin of Texas, the Midcontinent region
of Western Oklahoma and willow Gulf of Mexico waters.  The
Company's business strategy is to acquire undeveloped mineral
interests and internally develop a multi-year drilling inventory
through the use of advanced technologies, such as 3-D seismic and
horizontal drilling.  The Company accounts for its oil and natural
gas operations under the successful efforts method of accounting
and trade its common stock under the symbol "TXCOQ.pk."

The Company and its subsidiaries filed for Chapter 11 protection
on May 17, 2009 (Bankr. W.D. Tex. Case No. 09-51807).  The Debtors
hired Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at
Cox Smith Matthews Incorporated, as general restructuring counsel;
Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts
counsel; Albert S. Conly as chief restructuring officer and FTI
Consulting Inc. as financial advisor; Goldman, Sachs & Co. as
financial advisor for assets sale; Global Hunter Securities, LLC,
as financial advisors and investment bankers; and Administar
Services Group LLC as claims agent.  Gardere Wynne Sewell LLP
represents the Committee.


UAL CORP: Reports January 2010 Operational Performance
------------------------------------------------------
United Airlines reported its preliminary consolidated traffic
results for January 2010.  Total consolidated revenue passenger
miles increased in January by 2.4% on a decrease of 2.0% in
available seat miles compared with the same period in 2009.  This
resulted in a reported January 2010 consolidated passenger load
factor of 78.5%, an increase of 3.4 points compared to 2009.

For January 2010, United reported a US Department of
Transportation on-time arrival rate of 83.6%.

For January 2010, consolidated passenger revenue per available
seat mile is estimated to have increased 9.5% to 11.5% year over
year.  Consolidated PRASM is estimated to have increased 2.0% to
4.0% for January 2010 compared to January 2008.  Given the
significant volatility in the revenue environment in 2009,
management believes investors will find the year-over-two-year
comparison to be useful.

                   United's 2009
                   Consolidated              Higher/Lower
                   PRASM Increase/Decrease   than Industry
                   vs. 2008              (ATA) including fees
                   -----------------------   --------------------
January 2009             -6.7%                   -4.0 points
February 2009            -11.2%                  -3.4 points
March 2009               -15.0%                  -1.2 points
First Quarter 2009       -11.1%                  -2.7 points

Average January 2010 mainline fuel price, including gains or
losses on settled fuel hedges and excluding non-cash mark-to-
market fuel hedge gains and losses, is estimated to be $2.22 per
gallon for the month.  Including non-cash, mark-to-market fuel
hedge gains and losses, the estimated fuel price is $3.12 for the
month.

                   About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.  (United Airlines
Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

UAL Corp. carries a 'Caa1' probability of default rating from
Moody's, 'B-' long term foreign issuer credit rating from Standard
& Poor's, and 'CCC' long term issuer default rating from Fitch.


UNIVERSITY SHOPPES: Hearing for Case Dismissal Continued
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
granted an ex parte motion of Bank of America, N.A., to continue
the evidentiary hearing on BOA's motion to dismiss University
Shoppes, LLC's bankruptcy case as bad faith filing or, in the
alternative, for relief from automatic stay.

As reported by the TCR on January 21, 2010, BOA asked the Court to
dismiss the Chapter 11 proceeding; grant BofA complete relief from
the automatic stay to complete the foreclosure case through sale
and exercise all of its rights and remedies under the loan
documents and applicable law; and grant BofA limited stay relief
to proceed in the foreclosure case through the entry of a final
judgment of foreclosure and any post-judgment proceedings except
for a sale of the property.

The Debtor has consented to BOA's request for continuation of the
evidentiary hearing.

The hearing will be continued on March 31, 2010, at 1:30 p.m.

Miami Lakes, Florida-based University Shoppes, LLC, has filed for
Chapter 11 bankruptcy protection on November 19, 2009 (Bankr. S.D.
Fla. Case No. 09-35544).  Paul DeCailly, Esq., who has an office
in Tampa, Florida, assists the Company in its restructuring
effort.  The Debtor did not file a list of its 20 largest
unsecured creditors when it filed its petition.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


VERTICAL VENTURES-WIGET: Case Summary & 9 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Vertical Ventures-Wiget Lane LLC
        2033 N. Main Street, Suite 440
        Walnut Creek, CA 94596

Bankruptcy Case No.: 10-41380

Chapter 11 Petition Date: February 9, 2010

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtor's Counsel: Tracy Green, Esq.
                  Wendel, Rosen, Black and Dean
                  1111 Broadway 24th Fl.
                  P.O. Box 2047
                  Oakland, CA 94607
                  Tel:  (510) 834-6600
                  Email: tgreen@wendel.com

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

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

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

                http://bankrupt.com/misc/canb10-41380.pdf

The petition was signed by Hamid Rezapour, managing director of
the Company.


WABASH NATIONAL: Swings to $10-Mil. Profit in 4th Quarter
---------------------------------------------------------
Wabash National Corporation reported net income of $10.9 million
for the fourth quarter of 2009 on net sales of $85 million
compared with a net loss of $111.9 million share for the same
period a year ago.

Fourth quarter new trailer sales totaled 3,300 units, which
represents a 65% decline from the prior year period.  For the
twelve months ended December 31, 2009, the net loss totaled
$101.8 million on sales of $338 million.  For the comparable
period of 2008, the net loss totaled $125.8 million on sales of
$836 million, according to the company.

The Company reported year-over-year operating improvements across
several key financial and operating metrics.  The Company reported
an operating loss of $11.9 million for the fourth quarter of 2009,
compared to an operating loss of $87.2 million for the fourth
quarter of 2008.  For the twelve months ended December 31, the
Company reported operating losses of $66.1 million and
$103.8 million for 2009 and 2008, respectively.  Fourth quarter
and full year 2008 results include a non-cash charge related to a
goodwill impairment of $66.3 million.

Operating results for the fourth quarter of 2009 trended down
sequentially from the third quarter, but were in line with
expectations and the seasonality of the industry.  On a non-GAAP
basis, Operating EBITDA loss of $6.3 million was higher than the
third quarter by approximately $1.6 million, reflective of
slightly lower sales volumes and seasonally higher production
costs for the quarter.  The improvements in operating results and
Operating EBITDA experienced in both the third and fourth quarters
are reflective of cost reduction initiatives that have been
implemented throughout the year, improved raw material costs and
the impact of improved manufacturing operations

Dick Giromini, President and Chief Executive Officer, stated,
"While our industry faced the most difficult economic period in
decades, we made significant improvements in 2009 to our cost
structure and operational efficiency.  During the year, our
associates were challenged with not only continuing to pursue our
strategic initiatives, but also executing measures designed to
improve our long-term value proposition.  The results of our
efforts are clear, as Wabash has meaningfully reduced its
breakeven point and positioned itself for increased profitability
as volume levels improve."

Giromini continued, "While the first quarter is seasonally one of
the weakest periods, we remain optimistic about the prospects for
our industry.  We are encouraged to see order activity pick up,
and our backlog, which as of the end of the year was $137 million,
is up from $96 million in September, and $110 million as of a year
ago.  Key economic indicators have also shown noteworthy levels of
stabilization and even incremental improvement.  Additionally,
industry sources expect trailer demand to increase during the
third and fourth quarters of 2010, with demand improving markedly
in 2011 and 2012. Although some challenges remain, we believe the
worst is now behind us."

A full-text copy of the company's financial result is available
for free at http://ResearchArchives.com/t/s?51a3

                     About Wabash National

Headquartered in Lafayette, Indiana, Wabash National Corporation
is one of the leading manufacturers of semi-trailers in North
America.  Established in 1985, the company specializes in the
design and production of dry freight vans, refrigerated vans,
flatbed trailers, drop deck trailers, dump trailers, truck bodies
and intermodal equipment.  Its innovative core products are sold
under the DuraPlate(R), ArcticLite(R), FreightPro(TM) Eagle(R) and
Benson(TM) brand names.  The company operates two wholly owned
subsidiaries; Transcraft (R) Corporation, a manufacturer of
flatbed, drop deck, dump trailers and truck bodies; and Wabash
National Trailer Centers, trailer service centers and retail
distributors of new and used trailers and aftermarket parts
throughout the U.S.


WARNER MUSIC: CEO Sees No Regulatory Barrier to EMI Tie-Up
----------------------------------------------------------
Andrew Edgecliffe-Johnson at The Financial Times reports that
Edgar Bronfman Jr., Warner Music's chairman and chief executive,
on Monday said he sees no regulatory barrier to a bid for all or
part of EMI Group.

"We feel consolidation certainly is possible," the FT quoted Mr.
Bronfman as saying in a conference call to discuss Warner's
first-quarter earnings.

The FT notes analysts said Warner had capacity to bid for EMI
Music, its rival's recorded music division.

Richard Greenfield of Pali Research, as cited by the FT, said
Warner had been "hoarding cash" over recent quarters and could
find "hundreds of millions of dollars" in savings from such a
deal.

According to the FT, industry observers said the viability of such
a bid would rest on how much debt Citigroup tries to allocate to
EMI Music in a sale.

                          About EMI Group

EMI -- http://www.emigroup.com/-- is the fourth largest record
company in terms of market share (behind Universal Music Group,
Sony Music Entertainment, and Warner Music Group).  It houses
recorded music segment EMI Music and EMI Music Publishing.  EMI
Music distributes CDs, videos, and other formats primarily through
imprints and divisions such as Capitol Records and Virgin, and
sports a roster of artists such as The Beastie Boys, Norah Jones,
and Lenny Kravitz.  EMI Music Publishing, the world's largest
music publisher, handles the rights to more than a million songs.
EMI Music operates through regional divisions (EMI Music North
America, International, and UK & Ireland).  Private equity firm
Terra Firma owns EMI.

                       Going Concern Doubt

As reported by the Troubled Company Reporter-Europe on Feb. 8,
2010, The Financial Times said KPMG, EMI Group's accountants,
raised "significant doubt" about the company's ability to continue
as a going concern.  The FT disclosed Guy Hands, Terra Firma's
founder and chairman, has written to investors in two of its
private equity funds asking them to inject another GBP120 million,
subject to EMI Music producing a new strategic plan.  He must come
up with the money by June 14 or risk losing the company to
Citigroup, his bankers, the FT said.  According to the FT,
accounts for the year to March 2009, released on February 9,
however, make clear that even if Terra Firma secures this equity,
it will face another "significant shortfall" against a test on
covenants in its loans by March 2011.  Unless it can persuade Citi
to restructure its GBP3.2 billion in loans by then, investors face
further cash calls, the FT stated.  The FT disclosed EMI's pre-tax
losses for the year to March 2009 widened to GBP1.7 billion,
against a GBP414 million loss for the previous period, which
covered the first eight months and 21 days of Terra Firma's
ownership.

                     About Warner Music Group

New York-based Warner Music Group Corp. (NYSE: WMG) became the
only stand-alone music company to be publicly traded in the United
States in May 2005.  With its broad roster of new stars and
legendary artists, Warner Music Group is home to a collection of
the best-known record labels in the music industry including
Asylum, Atlantic, Cordless, East West, Elektra, Nonesuch, Reprise,
Rhino, Roadrunner, Rykodisc, Sire, Warner Bros. and Word.  Warner
Music International operates through numerous international
affiliates and licensees in more than 50 countries.  Warner Music
Group also includes Warner/Chappell Music, one of the world's
leading music publishers, with a catalog of more than one million
copyrights worldwide.

At September 30, 2009, the Company had $4.07 billion in total
assets against $4.21 billion in total liabilities, resulting in
$143 million stockholders' deficit.  The September 30, 2009
balance sheet showed strained liquidity: The Company had
$1.22 billion in total current assets against $1.87 billion in
total current liabilities.

The company reported a cash balance of $384 million as of
September 30, 2009.  As of September 30, 2009, the company
reported total long-term debt of $1.94 billion and net debt (total
long-term debt minus cash) of $1.56 billion.  Net debt at
September 30, 2008 was $1.85 billion.


WEGNER MOTOR: Files for Chapter 11 Bankruptcy in Milwaukee
----------------------------------------------------------
Tom Daykin of the Journal Sentinel reports that Wegner Motor
Sports Inc. filed for Chapter 11 bankruptcy in the U.S. Bankruptcy
Court in Milwaukee to reorganize its finances.  The company listed
assets of $1 million and liabilities of $2.6 million.

The Company, Mr. Daykin says, owes $2.2 million to First National
Bank of Berlin.

Wegner Motor Sports Inc. makes engines for NASCAR and other motor
sports.


WEGNER MOTOR SPORTS: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Wegner Motor Sports, Inc.
          dba Wegner Automotive Research
        N2258 Hilltop Rd.
        Markesan, WI 53946

Bankruptcy Case No.: 10-21622

Chapter 11 Petition Date: February 9, 2010

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Judge: James E. Shapiro

Debtor's Counsel: Paul G. Swanson, Esq.
                  107 Church Avenue
                  P.O. Box 617
                  Oshkosh, WI 54903-0617
                  Tel: (920) 426-0456
                  Email: pswanson@oshkoshlawyers.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 $1,001,000,
and total debts of $2,629,527.

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

                http://bankrupt.com/misc/wieb10-21622.pdf

The petition was signed by Carl D. Wegner, president of the
Company.


WESTERN DAIRY: Files for Chapter 11 in Reno
-------------------------------------------
Western Dairy Specialties LLC filed a bare-bones Chapter 11
petition on Feb. 3 in Reno, Nevada (Bankr. D. Nev. Case No.
10-50307).

Western Dairy owns a plant capable of processing 1.2 million
gallons of milk a week.  The 37,000-square-foot plant is in
Yerington, Nevada, according to the architect's Web site.

The petition says that assets and debts are $10,000,001 to
$50,000,000.


XERIC OIL & GAS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Xeric Oil & Gas Corporation
        5710 Los Patios
        Midland, TX 79707

Bankruptcy Case No.: 10-70051

Chapter 11 Petition Date: February 9, 2010

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

Debtor's Counsel: Wiley France James, III, Esq.
                  James & Haugland, P.C.
                  P.O. Box 1770
                  El Paso, TX 79949-1770
                  Tel: (915) 532-3911
                  Fax: (915) 541-6440
                  Email: wjames@jghpc.com

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

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

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

                http://bankrupt.com/misc/txwb10-70051.pdf

The petition was signed by Ron St. John, president of the company.


XERIUM TECHNOLOGIES: Won't Extend Service Deal of Peter Williamson
------------------------------------------------------------------
Xerium Technologies Inc. has decided not to extend its service
contract with Mr. Peter Williamson, the Company's President-Xerium
Europe, which expires March 31, 2010.  Effective immediately, the
roles of David Pretty, President-Xerium North America, and Joan
Badrinas Ardevol, Xerium's Chief Technology Officer, have been
expanded to include responsibility for the Company's European
clothing and roll covers operations, respectively.

In addition, the company has reorganized its paper machine
clothing and roll covers operations in Europe in an effort to
streamline its management structure.

                     About Xerium Technologies

Xerium Technologies, Inc., is a leading global manufacturer and
supplier of two types of consumable products used primarily in the
production of paper: clothing and roll covers.  The Company, which
operates around the world under a variety of brand names, utilizes
a broad portfolio of patented and proprietary technologies to
provide customers with tailored solutions and products integral to
production, all designed to optimize performance and reduce
operational costs.  With 32 manufacturing facilities in 13
countries around the world, Xerium has approximately 3,300
employees.


ZALE CORP: BlackRock Reports 5.06% Equity Stake
-----------------------------------------------
BlackRock Inc. disclosed that as of December 31, 2009, it may be
deemed to beneficially own 1,620,943 shares or roughly 5.06% of
the common stock of Zale Corporation.

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that 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 TCR 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.

                      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


ZALE CORP: Dimensional Fund Reports 8.98% Equity Stake
------------------------------------------------------
Dimensional Fund Advisors LP disclosed that as of December 31,
2009, it may be deemed to beneficially own 2,875,941 shares or
roughly 8.98% of the common stock of Zale Corporation.

Dimensional Fund is an investment adviser registered under Section
203 of the Investment Advisors Act of 1940.  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.

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that 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 TCR 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.

                      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


ZALE CORP: Franklin Resources Reports 16.4% Equity Stake
--------------------------------------------------------
Franklin Resources, Inc.; Charles B. Johnson; Rupert H. Johnson,
Jr.; and Franklin Advisory Services, LLC disclosed that as of
December 31, 2009, they may be deemed to beneficially own in the
aggregate 5,255,700 shares or roughly 16.4% of the common stock of
Zale Corporation.

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 February 10, 2010,
The Deal.com's Sara Behunek reported that 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 TCR 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.

                      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


ZAYAT STABLES: First Third Bank Wants Trustee to Oversee Operation
------------------------------------------------------------------
According to BloodHorse.com, First Third Bank said it will ask
the U.S. Bankruptcy Court in New Jersey to appoint a trustee to
oversee Zayat Stables's operating.  Zayat owes the bank about
$34 million.  The case will be heard on March 8, 2010.

The bank said Zayat diverted $2.75 million in insurance paid upon
the death of Thorn Song in 2009.  Zayat made no public report
about the horse's death, report says.

Zayat Stables LLC owns of 203 thoroughbred horses.  It filed a
Chapter 11 petition in Newark, New Jersey (Bankr. D. N.J. Case No.
10-13130).


* Bankrupt Companies' Execs Can't Count on D&O Help
---------------------------------------------------
Executives and board members facing the doomsday scenario of
business failure and allegations of mismanagement are likely to
find themselves in need of insurance coverage for legal expenses,
according to Law360.  But access to benefits is not a given under
the watch of bankruptcy courts, attorneys warn.


* Moody's Expects Default Rate to Decline Sharply in 2010
---------------------------------------------------------
Overall, a record-high 261 Moody's-rated corporate issuers
defaulted globally on a total $328.9 billion of debt in 2009, up
from $280.6 billion in 2008, said Moody's Investors Service in its
23rd annual default study.  "In contrast to 2008, when bank and
financial institution defaults accounted for 80% of total default
volume, non-financial defaulters drove default volume in 2009-
accounting for roughly 75% of volume and 80% of defaulted
issuers," says Moody's Director of Default Research Kenneth Emery.

Moody's default rate forecasting model, under its baseline
scenario, now projects that the speculative-grade default rate
will fall sharply to 3.3% by the fourth quarter of 2010.  "The
sharp forecasted drop in the default rate assumes an ongoing
economic recovery and stable credit spreads through 2010.  Under a
more pessimistic scenario, however, where the current economic
recovery falters and credit spreads move higher, the default rate
would fall to only 7.2%," Emery said.

"Moody's forecasting model has performed quite well in this cycle,
especially relative to other models and commentators.  In January
2009, when the default rate stood at 4.4%, the baseline forecast
was for a 15% default rate at year-end 2009-compared to the 13%
that materialized.  And as far back as January 2009, Moody's model
signaled the default rate would peak in November 2009 and be
followed by substantial declines in 2010," added Emery.

The default rate for all rated corporate issuers rose to 5.4% at
the end of 2009 from 2.0% at year-end 2008.

Measured on a dollar volume basis, Moody's global speculative-
grade bond default rate ended 2009 at 15.6%, up from 2008's level
of 5.9%. Among all Moody's-rated issuers, the volume-weighted
default rate increased from 2.2% in 2008 to 2.6% in 2009.

Across regions, 200 of 2009's defaulters were North American
issuers (191 in the U.S and 9 in Canada) with defaulted debt
volumes totaling $291.0 billion. In Europe, 30 Moody's-rated
corporate issuers defaulted on $15.5 billion of debt. The
remaining defaulters were Latin-American and Asian issuers.

The average recovery rate for defaulted senior unsecured bonds, as
measured by post-default trading prices, rose to 37.7% in 2009
from 33.8% in 2008.  The increase was triggered by higher recovery
rates for distressed exchange defaults.  Excluding distressed
exchanges, the average senior unsecured bond recovery rate in 2009
was a low 25.4%.

Moody's annual corporate default study, "Corporate Default and
Recovery Rates, 1920-2009," is available at www.moodys.com.


* Paulson Says U.S. to Get Bailout Back From Banks
--------------------------------------------------
Bloomberg News reports that Former Treasury Secretary Henry
Paulson, responding to a question from billionaire Warren Buffett,
said the U.S. government will be repaid in full for the funds it
put into the country's lenders.  Mr. Paulson, according to the
report, also said that banks that received bailouts should
restraint compensation levels to executives.  More than 700 U.S.
banks, insurers and automakers applied to the U.S. for cash from
the Treasury Department's $700 billion Troubled Asset Relief
Program.


* Federal Judge Says Rules Needed to Bar Bankruptcy Failure Bets
----------------------------------------------------------------
Tiffany Kary at Bloomberg News reports that Judge Robert Gerber of
the U.S. Bankruptcy Court for the Southern District of New York
said that proposed changes to a provision in bankruptcy law could
stop hedge funds from betting on the failure of Chapter 11
reorganizations.  Opposing the stance of distressed-asset
investors, Judge Gerber, speaking at a public hearing, said Rule
2019 of the Federal Rules of Bankruptcy Procedure should be
maintained even though investors who specialize in distressed
assets are lobbying for its repeal.

"While the bankruptcy system was originally created to serve the
victims of financial distress -- debtors or creditors -- there is
more than enough room to make a profit," Judge Gerber said.  "The
notion that transparency and integrity of the bankruptcy system
can be abandoned to serve investors' desires is more than
troublesome to me, its downright offensive."


* Greg Yates Joins Seyfarth Shaw's Bankr. Practice Group
--------------------------------------------------------
Seyfarth Shaw LLP disclosed that the Greg Yates has joined the
firm's New York office as a partner in the Bankruptcy Practice
Group. Previously, Yates was a partner in the New York and
Washington, D.C., offices of Steptoe & Johnson LLP.

Yates is a trusted advisor to financial institutions as well as
non-institutional lenders and investors.  His national practice is
concentrated in the area of debtor/creditor relations, including
workouts, restructurings, and bankruptcy.  A key focus of his
practice is advising clients on creative solutions to distressed
commercial real estate transactions and, where necessary,
litigation relating to those transactions.  Additionally, he
negotiates, structures, documents and closes many types of
transactions involving distressed projects and litigates disputes
relating to those projects.  He also provides clients with
guidance on acquisitions and divestitures of commercial mortgages,
real estate and other assets.

"Greg is a tremendous addition to our growing national bankruptcy
practice," said Gus A. Paloian, Chair of Seyfarth Shaw's
Bankruptcy, Workouts & Business Reorganization Practice Group.
"His depth of knowledge of debtor-creditor relations, particularly
in regard to the resolution of distressed commercial real estate,
offers our clients a further sophistication and an even greater
level of service in this arena."

The Bankruptcy, Workouts & Business Reorganization Practice Group
has representatives in every office helping lenders, asset
managers, trustees, committees, unsecured creditors, and debtors
manage their credit risk during tumultuous financial periods, such
as the one we're currently navigating.  The group handles a range
of bankruptcy-related litigation, including avoidance and
conveyance actions, directors and officers breach of fiduciary
duties actions, and core bankruptcy proceedings hearings,
including adequate protection, lift stay and plan confirmation.

"We are thrilled to welcome Greg to our firm," said John P.
Napoli, Co-Managing Partner of Seyfarth Shaw's New York office.
"Greg's impressive background, coupled with his commitment to team
work and superior client service, is an ideal fit.  We look
forward to his contributions at the firm both in the New York
office and nationally."

Seyfarth Shaw first opened its New York office in 1979 with seven
attorneys.  Today, the office is home to over 100 attorneys, many
of whom are also admitted to practice in New Jersey and
Connecticut.  Practices represented in the New York office
include: Bankruptcy, Workouts & Business Reorganization;
Commercial Class Action Defense; Commercial Litigation; Corporate;
Employee Benefits & Executive Compensation; Labor & Employment;
Real Estate; Securities & Financial Litigation; Structured & Real
Estate Finance; Tax; and Trade Secrets, Computer Fraud, & Non-
Competes.

"I was immediately drawn to Seyfarth because of the depth and
breadth of practitioners throughout the firm, and in particular,
the impressive and expanding bankruptcy offering," said Yates. "I
look forward to working with my new colleagues in New York and
across the country."

Yates received his B.A. (cum laude), M.P.A., M.A. (Finance &
Economics), M.B.A., and his J.D. from the University of Alabama.
He is admitted to the state bars of New York, the District of
Columbia, Alabama, and to the U.S. District Court for the Southern
District of New York and the U.S. Court of Appeals for the Second
Circuit.  Prior to joining his previous firm, Yates served as
senior counsel to an investment bank focusing on the purchase,
resolution and sale of commercial mortgages and real estate.  In
that capacity, he profitably managed hundreds of commercial real
estate workouts, restructurings, foreclosures and bankruptcies.
In addition, Yates clerked for two years with the Chief Bankruptcy
Judge in the Southern District of New York.  He has also worked in
the real estate department of a major oil company, been a business
consultant and taught real estate and finance at several
universities.

Seyfarth Shaw has over 750 attorneys located in ten offices
throughout the United States including Atlanta, Boston, Chicago,
Houston, Los Angeles, New York, Sacramento, San Francisco, and
Washington D.C., as well as Brussels, Belgium.  Seyfarth Shaw
provides a broad range of legal services in the areas of labor and
employment, employee benefits, litigation and business services.
The firm's practice reflects virtually every industry and segment
of the country's business and social fabric.  Clients include over
300 of the Fortune 500 companies, financial institutions,
newspapers and other media, hotels, health care organizations,
airlines and railroads.


* Bankrupt Companies' Execs Can't Count on D&O Help
---------------------------------------------------
Executives and board members facing the doomsday scenario of
business failure and allegations of mismanagement are likely to
find themselves in need of insurance coverage for legal expenses,
according to Law360.  But access to benefits is not a given under
the watch of bankruptcy courts, attorneys warn.


* K&L Gates Hires Simmons Finance Expert in London
--------------------------------------------------
K&L Gates LLP has snagged global finance and restructuring expert
Stephen H. Moller from Simmons & Simmons, marking the second
partner the firm has picked up for its London office in 2010,
Law360 reports.


* Steptoe & Johnson LLP Partner Joins Seyfarth Shaw
---------------------------------------------------
Law360 reports that former Steptoe & Johnson LLP partner Greg
Yates has joined the bankruptcy practice at Seyfarth Shaw LLP,
where he'll continue a national practice specializing in
distressed commercial real estate transactions.


* Winston & Strawn Boosts Restructuring, M&A Teams
--------------------------------------------------
Law360 reports that Winston & Strawn LLP has hired Lawrence A.
Larose and Samuel S. Kohn, formerly of Dewey & LeBoeuf LLP, as
partners in its restructuring and insolvency group, and William J.
Grant, formerly of Willkie Farr & Gallagher LLP, as senior counsel
in its mergers and acquisitions group, continuing the steady
expansion of the firm's New York office.


* Prommis(R) Solutions Appoints New Vice President of Bankruptcy
----------------------------------------------------------------
Prommis(R) Solutions, LLC, a leading national provider of default
processing services, announced Tina Jones as Vice President of
Bankruptcy.  In her new role, Jones is responsible for the vision,
strategy, planning and management of Prommis' East Coast
Bankruptcy division, ensuring the highest level of operational
efficiency and exceptional customer service.  She will coordinate
all of the non-legal support services for both business partner
law firms, McCalla Raymer and Johnson and Freedman bankruptcy
operations, as well as lead both direct source and full service
units for the law firms; including support of McCalla Raymer's
national POC unit.

Jones brings managerial experience in foreclosure and bankruptcy
to the team.  Prior to Prommis Solutions, she was foreclosure
manager for Suntrust Mortgage Inc., where she was responsible for
managing a national portfolio of more than 40,000 foreclosures
including first legal action, publications title, and foreclosure
sale.  In her role as manager, she directed 38 employees and
implemented a complete training manual to educate new hires about
the company's corporate structure.  She was able to minimize
losses to investors and prevent costly penalties to the bank by
upholding investor and state guidelines.

In addition, Jones served as director of foreclosure and
bankruptcy for Greenpoint Mortgage, a division of Capital One
financial group.  At Greenpoint Mortgage, she managed a national
portfolio with over 9500 foreclosures and 5000 bankruptcies, in
areas of default demand, referral, post foreclosure and
redemptions.

Jones earned an associate degree from Okaloosa Walton Junior
College and later received a bachelor of arts in business from
Auburn University.

                       About Prommis Solutions

Prommis Solutions is a nationwide Business Process Outsourcing
("BPO") mortgage loan resolution processing company serving
mortgage servicers, investors, insurers and law firms.  The
company offers default processing services, loss mitigation, REO
closing and other mortgage-related services.  Through their law
firm business partners, the GSE's, Fannie Mae and Freddie Mac, as
well as mortgage insurance companies, Prommis serves all of the
top servicers in the country.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Christopher James Miller
   Bankr. Ariz. Case No. 10-00689
      Chapter 11 Petition filed January 12, 2010
         See http://bankrupt.com/misc/azb10-00689p.pdf
         See http://bankrupt.com/misc/azb10-00689c.pdf

In Re Duk H. Han
   Bankr. C.D. Calif. Case No. 10-11104
      Chapter 11 Petition Filed January 12, 2010
         See http://bankrupt.com/misc/cacb10-11104.pdf

In Re Jassem Shoe Corporation
   Bankr. C.D. Calif. Case No. 10-11211
      Chapter 11 Petition Filed January 12, 2010
         See http://bankrupt.com/misc/cacb10-11211.pdf

In Re Vince Gregory
      Amber Gregory
   Bankr. E.D. Calif. Case No. 10-20607
      Chapter 11 Petition filed January 12, 2010
         See http://bankrupt.com/misc/caeb10-20607p.pdf
         See http://bankrupt.com/misc/caeb10-20607c.pdf

In Re Ceasar Cuevas Ricasata
      Geraldyn Gaviola Ricasata
   Bankr. N.D. Calif. Case No. 10-40306
     Chapter 11 Petition Filed January 12, 2010
         See http://bankrupt.com/misc/canb10-40306.pdf

In Re B&R Property Management, Inc.
   Bankr. S.D. Fla. Case No. 10-10526
      Chapter 11 Petition Filed January 12, 2010
         See http://bankrupt.com/misc/flsb10-10526.pdf

In Re Great Spirts, Inc.,
        dba Great Spirits Liqour & Fine Wines
   Bankr. S.D. Fla. Case No. 10-10599
      Chapter 11 Petition Filed January 12, 2010
         See http://bankrupt.com/misc/flsb10-10599.pdf

In Re JNZ, Inc.
        dba The Butcher's Block
   Bankr. N.D. Ga. Case No. 10-60931
      Chapter 11 Petition Filed January 12, 2010
         See http://bankrupt.com/misc/ganb10-60931.pdf

In Re Lambros J. Kutrubis
        aka Al Kutrubis
   Bankr. N.D. Ill. Case No. 10-00870
      Chapter 11 Petition Filed January 12, 2010
         See http://bankrupt.com/misc/ilnb10-00870.pdf

In Re John T. Dickey
   Bankr. N.J. Case No. 10-10788
      Chapter 11 Petition Filed January 12, 2010
         See http://bankrupt.com/misc/njb10-10788.pdf

In Re Michael Timothy Dunn
   Bankr. N.M. Case No. 10-10099
      Chapter 11 Petition Filed January 12, 2010
         See http://bankrupt.com/misc/nmb10-10099.pdf

In Re A&W Pizzeria & Restaurant, Inc.
        dba Tony's Ristorante & Pizzeria
   Bankr. E.D. N.Y. Case No. 10-70229
      Chapter 11 Petition Filed January 12, 2010
         See http://bankrupt.com/misc/nyeb10-70229.pdf

In Re Gordon E. Dukes
        aka Gordon Edward Dukes
   Bankr. E.D. N.Y. Case No. 10-70205
      Chapter 11 Petition Filed January 12, 2010
         Filed As Pro Se

In Re South Shore Packers, Inc.
   Bankr. E.D. N.Y. Case No. 10-70232
      Chapter 11 Petition Filed January 12, 2010
         See http://bankrupt.com/misc/nyeb10-70232.pdf

In Re Frederick Dreher, D.D.S., P.C.
   Bankr. N.D. N.Y. Case No. 10-10060
      Chapter 11 Petition filed January 12, 2010
         See http://bankrupt.com/misc/nynb10-10060p.pdf
         See http://bankrupt.com/misc/nynb10-10060c.pdf

In Re 976 Enterprises, Inc.
   Bankr. S.D. N.Y. Case No. 10-10137
      Chapter 11 Petition Filed January 12, 2010
         See http://bankrupt.com/misc/nysb10-10137.pdf

In Re JTC Unloading Service, Inc.
   Bankr. W.D. Pa. Case No. 10-20138
      Chapter 11 Petition Filed January 12, 2010
         See http://bankrupt.com/misc/pawb10-20138.pdf

In Re Carol B. Findon
   Bankr. N.J. Case No. 10-11448
      Chapter 11 Petition Filed January 19, 2010
         See http://bankrupt.com/misc/njb10-11448p.pdf
         See http://bankrupt.com/misc/njb10-11448c.pdf

In Re A.R. Bennett Electric, Inc.
   Bankr. W.D. Pa. Case No. 10-20358
      Chapter 11 Petition Filed January 21, 2010
         See http://bankrupt.com/misc/pawb10-20358.pdf

In Re Dewane Paul Durocher
        dba Dewane Durocher Tools
      Kellie A. Durocher
   Bankr. C.D. Calif. Case No. 10-50722
      Chapter 11 Petition Filed January 26, 2010
         See http://bankrupt.com/misc/canb10-50722.pdf

In Re Tamaron Golf, LLC
        dba Tamaron Country Club
   Bankr. N.D.Ohio Case No. 10-30362
      Chapter 11 Petition Filed January 26, 2010
         See http://bankrupt.com/misc/ohnb10-30362.pdf

In Re Elderlite International
   Bankr. N.D. Ind. Case No. 10-10287
     Chapter 11 Petition Filed February 2, 2010
         See http://bankrupt.com/misc/innb10-10287.pdf

In Re Robert A. Sears
   Bankr. Neb. Case No. 10-40275
     Chapter 11 Petition Filed February 2, 2010
         See http://bankrupt.com/misc/neb10-40275.pdf

In Re USA Dry Van Logistics, L.L.C.
   Bankr. S.D. Texas Case No. 10-20102
      Chapter 11 Petition Filed February 2, 2010
         See http://bankrupt.com/misc/txsb10-20102.pdf

In Re Danny's 59th Avenue, L.L.C.
   Bankr. Ariz. Case No. 10-02802
      Chapter 11 Petition Filed February 3, 2010
         See http://bankrupt.com/misc/azb10-02802.pdf

In Re Behnam Ghasseminejad
   Bankr. C.D. Calif. Case No. 10-13844
  Chapter 11 Petition Filed February 3, 2010
         Filed As Pro Se

In Re Bert Thomson
   Bankr. C.D. Calif. Case No. 10-13008
      Chapter 11 Petition Filed February 3, 2010
         See http://bankrupt.com/misc/cacb10-13008.pdf

In Re Patrick M. Carden
      Debbie J. Carden
   Bankr. C.D. Calif. Case No. 10-10526
  Chapter 11 Petition Filed February 3, 2010
         Filed As Pro Se

In Re Wok N South Enterprises Inc.
   Bankr. C.D. Calif. Case No. 10-11218
    Chapter 11 Petition Filed February 3, 2010
         Filed As Pro Se

In Re Larabee Land and Cattle Trust
   Bankr. N.D. Calif. Case No. 10-10347
      Chapter 11 Petition Filed February 3, 2010
         See http://bankrupt.com/misc/canb10-10347.pdf

In Re David Anton, Inc.
        dba Vanguard Moving & Storage
   Bankr. Conn. Case No. 10-50244
      Chapter 11 Petition Filed February 3, 2010
         See http://bankrupt.com/misc/ctb10-50244.pdf

In Re Kent Alan Takemoto
   Bankr. M.D. Fla. Case No. 10-02395
      Chapter 11 Petition Filed February 3, 2010
         [Redacted May 28, 2015]

In Re Wani Realty LLC
        aka Juan Esteban Rodriguez
   Bankr. S.D. Fla. Case No. 10-12630
  Chapter 11 Petition Filed February 3, 2010
         Filed As Pro Se

In Re John W. Smith
      Glenda D. Smith
   Bankr. N.D. Ga. Case No. 10-10397
      Chapter 11 Petition Filed February 3, 2010
         See http://bankrupt.com/misc/ganb10-10397.pdf

In Re Louis Javier Sanchez
      Beth Ann Hartman Sanchez
   Bankr. Md. Case No. 10-12324
      Chapter 11 Petition Filed February 3, 2010
         See http://bankrupt.com/misc/mdb10-12324.pdf

In Re Manetas Inc.
   Bankr. Mass. Case No. 10-11084
      Chapter 11 Petition Filed February 3, 2010
         See http://bankrupt.com/misc/mab10-11084.pdf

In Re Zahr Trade Company, Inc.
   Bankr. E.D. N.Y. Case No. 10-40874
    Chapter 11 Petition Filed February 3, 2010
         See http://bankrupt.com/misc/nyeb10-40874.pdf

In Re 503 West 150th Street Apts. Inc.
   Bankr. S.D. N.Y. Case No. 10-10626
    Chapter 11 Petition Filed February 3, 2010
         See http://bankrupt.com/misc/nysb10-10626.pdf

In Re Sign Designs of NC, LLC
        dba Sign Designs
   Bankr. E.D. N.C. Case No. 10-00789
      Chapter 11 Petition Filed February 3, 2010
         See http://bankrupt.com/misc/nceb10-00789.pdf

In Re Ponce Diesel Power, Inc.
   Bankr. Puerto Rico Case No. 10-00740
    Chapter 11 Petition Filed February 3, 2010
         See http://bankrupt.com/misc/prb10-00740.pdf

In Re Michael J. Montgomery
      Julia T. Montgomery
   Bankr. Ariz. Case No. 10-02849
      Chapter 11 Petition Filed February 4, 2010
         See http://bankrupt.com/misc/azb10-02849p.pdf
         See http://bankrupt.com/misc/azb10-02849c.pdf

In Re Digitape.com
   Bankr. C.D. Calif. Case No. 10-11260
      Chapter 11 Petition Filed February 4, 2010
         See http://bankrupt.com/misc/cacb10-11260.pdf

In Re Vijay Soni
   Bankr. C.D. Calif. Case No. 10-11466
      Chapter 11 Petition Filed February 4, 2010
         Filed As Pro Se

In Re Visible Graphics, Inc.
   Bankr. C.D. Calif. Case No. 10-11287
      Chapter 11 Petition Filed February 4, 2010
         See http://bankrupt.com/misc/cacb10-11287.pdf

In Re Toto's Properties, Inc.
   Bankr. M.D. Fla. Case No. 10-02472
  Chapter 11 Petition Filed February 4, 2010
         Filed As Pro Se

In Re Randal Lee Callies
        dba Callies Construction Co.
   Bankr. Idaho Case No. 10-00251
      Chapter 11 Petition Filed February 4, 2010
         See http://bankrupt.com/misc/idb10-00251p.pdf
         See http://bankrupt.com/misc/idb10-00251c.pdf

In Re Andrea Nicolai
   Bankr. Nev. Case No. 10-11744
      Chapter 11 Petition Filed February 4, 2010
         See http://bankrupt.com/misc/nvb10-11744.pdf

In Re Angle Concrete, LLC
   Bankr. Nev. Case No. 10-11723
      Chapter 11 Petition Filed February 4, 2010
         See http://bankrupt.com/misc/nvb10-11723.pdf

In Re Magid M. Tehrani
      Sherry A. Tehrani
   Bankr. N.D. Ala. Case No. 10-80432
      Chapter 11 Petition Filed February 5, 2010
         See http://bankrupt.com/misc/alnb10-80432.pdf

In Re N & N Contracting, L.L.C.
   Bankr. M.D. Ala. Case No. 10-30289
      Chapter 11 Petition Filed February 5, 2010
         See http://bankrupt.com/misc/almb10-30289.pdf

In Re Steve Ayala
      Debra Gano Ayala
   Bankr. Ariz. Case No. 10-02989
      Chapter 11 Petition Filed February 5, 2010
         See http://bankrupt.com/misc/azb10-02989.pdf

In Re Hacienda Class, LLC
   Bankr. C.D. Calif. Case No. 10-14154
      Chapter 11 Petition Filed February 5, 2010
         See http://bankrupt.com/misc/cacb10-14154.pdf

In Re Rahim Zabihi
   Bankr. C.D. Calif. Case No. 10-11504
      Chapter 11 Petition Filed February 5, 2010
         See http://bankrupt.com/misc/cacb10-11504.pdf

In Re Victor Alexander Lopez
      Isela Lopez
   Bankr. C.D. Calif. Case No. 10-13201
      Chapter 11 Petition Filed February 5, 2010
         See http://bankrupt.com/misc/cacb10-13201.pdf

In Re Derby Development Corp.
   Bankr. Conn. Case No. 10-50259
      Chapter 11 Petition Filed February 5, 2010
         See http://bankrupt.com/misc/ctb10-50259.pdf

In Re James Busbee
      Suzanne Busbee
   Bankr. M.D. Fla. Case No. 10-00815
      Chapter 11 Petition Filed February 5, 2010
         See http://bankrupt.com/misc/flmb10-00815p.pdf
         See http://bankrupt.com/misc/flmb10-00815c.pdf

In Re Premier Cardio Pulmonary Medical, Inc.
   Bankr. M.D. Fla. Case No. 10-02560
      Chapter 11 Petition Filed February 5, 2010
         See http://bankrupt.com/misc/flmb10-02560.pdf

In Re Shawn Eric Austin
   Bankr. M.D. Fla. Case No. 10-02541
      Chapter 11 Petition Filed February 5, 2010
         See http://bankrupt.com/misc/flmb10-02541.pdf

In Re Thomas H. Aide
      Marsha J. Aide
   Bankr. M.D. Fla. Case No. 10-02591
      Chapter 11 Petition Filed February 5, 2010
         See http://bankrupt.com/misc/flmb10-02591.pdf

In Re South Beach Bayside Condominium Association II, Inc.
   Bankr. S.D. Fla. Case No. 10-12813
      Chapter 11 Petition Filed February 5, 2010
         See http://bankrupt.com/misc/flsb10-12813.pdf

In Re HLJ Enterprises, Inc.
   Bankr. S.D. Ga. Case No. 10-30055
      Chapter 11 Petition Filed February 5, 2010
         See http://bankrupt.com/misc/gasb10-30055.pdf

In Re GJ&P Enterprises LLC
   Bankr. N.D. Ill. Case No. 10-04525
      Chapter 11 Petition Filed February 5, 2010
         See http://bankrupt.com/misc/ilnb10-04525.pdf

In Re Asset Recovery of St. Joseph County, LLC
   Bankr. N.D. Ind. Case No. 10-30338
      Chapter 11 Petition Filed February 5, 2010
         See http://bankrupt.com/misc/innb10-30338p.pdf
         See http://bankrupt.com/misc/innb10-30338c.pdf

In Re Market Development Specialists, Inc.
        dba RetroBytes and Wintergreen Systems
   Bankr. N.D. Ind. Case No. 10-30341
  Chapter 11 Petition Filed February 5, 2010
         Filed As Pro Se

In Re Romaine, Incorporated
        dba Koldcare
   Bankr. N.D. Ind. Case No. 10-30339
  Chapter 11 Petition Filed February 5, 2010
         Filed As Pro Se

In Re Robin L. Thibodeaux, Jr.
   Bankr. W.D. La. Case No. 10-80188
      Chapter 11 Petition Filed February 5, 2010
         See http://bankrupt.com/misc/lawb10-80188.pdf

In Re Oahmkar, Inc.
        aka Side Pockets Sports Bar & Grill
   Bankr. Md. Case No. 10-12564
      Chapter 11 Petition Filed February 5, 2010
         See http://bankrupt.com/misc/mdb10-12564p.pdf
         See http://bankrupt.com/misc/mdb10-12564c.pdf

In Re TeleContinuity, Inc.
   Bankr. Md. Case No. 10-12513
      Chapter 11 Petition Filed February 5, 2010
         See http://bankrupt.com/misc/mdb10-12513.pdf

In Re Zecan Partners, LLC
   Bankr. Nev. Case No. 10-50345
      Chapter 11 Petition Filed February 5, 2010
         See http://bankrupt.com/misc/nvb10-50345.pdf

In Re Lacos, Inc.
        dba Black & Blue
   Bankr. E.D. N.Y. Case No. 10-70772
      Chapter 11 Petition Filed February 5, 2010
         See http://bankrupt.com/misc/nyeb10-70772.pdf

In Re M & I Air Systems Engineering West, Inc.
   Bankr. Ore. Case No. 10-30887
      Chapter 11 Petition Filed February 5, 2010
         Filed As Pro Se

In Re 1950 Wyoming Avenue Associates Inc.
   Bankr. M.D. Pa. Case No. 10-00896
      Chapter 11 Petition Filed February 5, 2010
         See http://bankrupt.com/misc/pamb10-00896.pdf

In Re Educomputer De Puerto Rico
   Bankr. Puerto Rico Case No. 10-00790
      Chapter 11 Petition Filed February 5, 2010
         See http://bankrupt.com/misc/prb10-00790.pdf

In Re Phoenix Networks, LLC
   Bankr. N.D. Texas Case No. 10-30968
      Chapter 11 Petition Filed February 5, 2010
         See http://bankrupt.com/misc/txnb10-30968p.pdf
         See http://bankrupt.com/misc/txnb10-30968c.pdf

In Re Charles Keith Boyd
      Claudia Yvette Boyd
   Bankr. W.D. Texas Case No. 10-30252
     Chapter 11 Petition Filed February 5, 2010
         See http://bankrupt.com/misc/txwb10-30252p.pdf
         See http://bankrupt.com/misc/txwb10-30252c.pdf

In Re The Old Garden Shed LLC
   Bankr. Utah Case No. 10-21227
     Chapter 11 Petition Filed February 5, 2010
         See http://bankrupt.com/misc/utb10-21227.pdf

In Re Continental Services, Inc.
   Bankr. E.D. Va. Case No. 10-10904
     Chapter 11 Petition Filed February 5, 2010
         See http://bankrupt.com/misc/vaeb10-10904.pdf

In Re Southern Blue, LLC
   Bankr. E.D. Va. Case No. 10-50201
      Chapter 11 Petition filed February 5, 2010
         See http://bankrupt.com/misc/vaeb10-50201.pdf

In Re H & H Executive Group Inc.
   Bankr. N.D. Ala. Case No. 10-80433
      Chapter 11 Petition Filed February 6, 2010
         See http://bankrupt.com/misc/alnb10-80433.pdf

In Re Rosalind Gaye Neal
        aka Rosalind G. Parr
        aka Rosalind Parr Neal
        dba Law Office of Rosalind G. Parr & Associates
   Bankr. N.D. Ind. Case No. 10-20375
      Chapter 11 Petition Filed February 6, 2010
         See http://bankrupt.com/misc/innb10-20375p.pdf
         See http://bankrupt.com/misc/innb10-20375c.pdf

In Re Santosh Group, Inc.
   Bankr. N.D. Ill. Case No. 10-04611
      Chapter 11 Petition Filed February 6, 2010
         See http://bankrupt.com/misc/ilnb10-04611.pdf

In Re Myers Holding Group, LLC
   Bankr. S.C. Case No. 10-00824
      Chapter 11 Petition Filed February 6, 2010
         See http://bankrupt.com/misc/scb10-00824.pdf

In Re Big Top Enterprises, LLC
        dba Rudino's Pizza & Grinders
   Bankr. M.D. Tenn. Case No. 10-01168
      Chapter 11 Petition Filed February 6, 2010
         See http://bankrupt.com/misc/tnmb10-01168.pdf

In Re Texas TTL, Inc.
   Bankr. S.D. Texas Case No. 10-31119
      Chapter 11 Petition Filed February 6, 2010
         See http://bankrupt.com/misc/txsb10-31119.pdf

In Re Alfredo Urban
   Bankr. W.D. Texas Case No. 10-30254
     Chapter 11 Petition Filed February 6, 2010
         See http://bankrupt.com/misc/txwb10-30254.pdf

In Re Tri Pacific Capital Corporation
   Bankr. C.D. Calif. Case No. 10-11359
     Chapter 11 Petition Filed February 7, 2010
         See http://bankrupt.com/misc/cacb10-11359.pdf

In Re HSD Partners, LLC
   Bankr. S.D. Ga. Case No. 10-40295
     Chapter 11 Petition Filed February 7, 2010
         See http://bankrupt.com/misc/gasb10-40295.pdf

In Re Lorec Ranch, Inc.
   Bankr. W.D. Okla. Case No. 10-10536
     Chapter 11 Petition Filed February 7, 2010
         See http://bankrupt.com/misc/okwb10-10536.pdf

In Re Old Timers' Log Homes and Supply, Inc.
        aka Old Timer Log Homes & Supply, Inc.
        aka Old Timer Log Homes
        aka Original Old Timer Log Homes
   Bankr. M.D. Tenn. Case No. 10-01178
     Chapter 11 Petition Filed February 7, 2010
         See http://bankrupt.com/misc/tnmb10-01178.pdf

In Re DeMartinez Painting, Inc.
   Bankr. N.D. Calif. Case No. 10-51217
     Chapter 11 Petition Filed February 8, 2010
         See http://bankrupt.com/misc/canb10-51217c.pdf
         See http://bankrupt.com/misc/canb10-51217p.pdf

In Re J. Frederick Construction Inc.
   Bankr. Conn. Case No. 10-50273
     Chapter 11 Petition Filed February 8, 2010
         See http://bankrupt.com/misc/ctb10-50273.pdf

In Re John Harney Associates, LLC
   Bankr. Conn. Case No. 10-50283
     Chapter 11 Petition Filed February 8, 2010
         See http://bankrupt.com/misc/ctb10-50283.pdf

In Re 10-100 Holdings, LLC
   Bankr. M.D. Fla. Case No. 10-00860
     Chapter 11 Petition Filed February 8, 2010
         See http://bankrupt.com/misc/flmb10-00860.pdf

In Re Rekat Rentals, LLC
   Bankr. M.D. Fla. Case No. 10-00859
     Chapter 11 Petition Filed February 8, 2010
         See http://bankrupt.com/misc/flmb10-00859.pdf

In Re GenNx Housing, LLP
   Bankr. N.D. Ind. Case No. 10-30362
     Chapter 11 Petition Filed February 8, 2010
         See http://bankrupt.com/misc/innb10-30362p.pdf
         See http://bankrupt.com/misc/innb10-30362c.pdf

In Re Lawrence L. Baylor, III
   Bankr. Md. Case No. 10-12629
     Chapter 11 Petition Filed February 8, 2010
         See http://bankrupt.com/misc/mdb10-12629.pdf

In Re Meyers Tool & Repair, Inc.
   Bankr. Minn. Case No. 10-30811
     Chapter 11 Petition Filed February 8, 2010
         See http://bankrupt.com/misc/mnb10-30811.pdf

In Re DA 1148, LLC
   Bankr. Nev. Case No. 10-11919
     Chapter 11 Petition Filed February 8, 2010
         See http://bankrupt.com/misc/nvb10-11919.pdf

In Re Jean-Pierre Giron
   Bankr. Nev. Case No. 10-11917
     Chapter 11 Petition Filed February 8, 2010
         See http://bankrupt.com/misc/nvb10-11917.pdf

In Re Long Island Energy Services, Inc.
        dba Sunray Services
   Bankr. E.D. N.Y. Case No. 10-70831
     Chapter 11 Petition Filed February 8, 2010
         See http://bankrupt.com/misc/nyeb10-70831.pdf

In Re New Asian Supermarket Inc.
   Bankr. E.D. N.Y. Case No. 10-41001
     Chapter 11 Petition Filed February 8, 2010
         See http://bankrupt.com/misc/nyeb10-41001.pdf

In Re Tops For Tots Children's Center, Inc.
   Bankr. S.D. N.Y. Case No. 10-22229
     Chapter 11 Petition Filed February 8, 2010
         See http://bankrupt.com/misc/nysb10-22229.pdf

In Re Altura Communities, LLC
   Bankr. W.D. N.C. Case No. 10-10140
     Chapter 11 Petition Filed February 8, 2010
         See http://bankrupt.com/misc/ncwb10-10140.pdf

In Re Anderson & Son Construction Company, Inc.
   Bankr. W.D. N.C. Case No. 10-10139
     Chapter 11 Petition Filed February 8, 2010
         See http://bankrupt.com/misc/ncwb10-10139.pdf

In Re The Pierce Company
        dba Pierce Equipment Leasing, LLC
        dba Auto Association Printing, LLC
        dba AB Dick
        dba Pierce Printing & Office Supplies
   Bankr. N.D. Case No. 10-30113
     Chapter 11 Petition Filed February 8, 2010
         See http://bankrupt.com/misc/ndb10-30113.pdf

In Re Hogar La Merced, Inc.
   Bankr. Puerto Rico Case No. 10-00830
     Chapter 11 Petition Filed February 8, 2010
         See http://bankrupt.com/misc/prb10-00830.pdf

In Re Cypress Point Citgo, Inc.
        fka Cypress Point Citgo
        fka Bayside BP
   Bankr. E.D. Va. Case No. 10-70519
     Chapter 11 Petition Filed February 8, 2010
         See http://bankrupt.com/misc/vaeb10-70519.pdf

In Re Indian River Citgo, Inc.
        aka Indian River Citgo
   Bankr. E.D. Va. Case No. 10-70520
     Chapter 11 Petition Filed February 8, 2010
         See http://bankrupt.com/misc/vaeb10-70520.pdf

In Re Thomas Petroleum Inc.
        dba Churchland Texaco
        dba South Military Citgo
   Bankr. E.D. Va. Case No. 10-70515
     Chapter 11 Petition Filed February 8, 2010
         See http://bankrupt.com/misc/vaeb10-70515.pdf

In Re Granny's Family Leasing, LLC
   Bankr. E.D. Ark. Case No. 10-10772
     Chapter 11 Petition Filed February 9, 2010
         See http://bankrupt.com/misc/areb10-10772.pdf

In Re Geoffrey S. Payne
   Bankr. C.D. Calif. Case No. 10-14626
     Chapter 11 Petition Filed February 9, 2010
         See http://bankrupt.com/misc/cacb10-14626.pdf

In Re Harder's Print Shop, Inc.
   Bankr. E.D. Calif. Case No. 10-90434
     Chapter 11 Petition Filed February 9, 2010
         See http://bankrupt.com/misc/caeb10-90434.pdf

In Re Cyrus Ansari
   Bankr. N.D. Calif. Case No. 10-10410
     Chapter 11 Petition Filed February 9, 2010
         See http://bankrupt.com/misc/canb10-10410p.pdf
         See http://bankrupt.com/misc/canb10-10410c.pdf

In Re San Diego Family Services, L.P.
   Bankr. S.D. Calif. Case No. 10-02015
     Chapter 11 Petition Filed February 9, 2010
         See http://bankrupt.com/misc/casb10-02015p.pdf
         See http://bankrupt.com/misc/casb10-02015c.pdf

In Re Flocan Investment LLC
        dba The Reef Seafood Bar & Grille
   Bankr. M.D. Fla. Case No. 10-02772
     Chapter 11 Petition Filed February 9, 2010
         See http://bankrupt.com/misc/flmb10-02772.pdf

In Re Park Place at Metrowest Phase Three, LLC
   Bankr. M.D. Fla. Case No. 10-01842
     Chapter 11 Petition Filed February 9, 2010
         See http://bankrupt.com/misc/flmb10-01842.pdf

In Re Steven G. Gregory
   Bankr. Idaho Case No. 10-00298
     Chapter 11 Petition Filed February 9, 2010
         See http://bankrupt.com/misc/idb10-00298.pdf

In Re Local Union 722 International Brotherhood of Teamsters
   Bankr. N.D. Ill. Case No. 10-04964
     Chapter 11 Petition Filed February 9, 2010
         See http://bankrupt.com/misc/ilnb10-04964.pdf

In Re United Baptist Missionary Convention and Auxiliaries, Inc.
   Bankr. Md. Case No. 10-12735
     Chapter 11 Petition Filed February 9, 2010
         See http://bankrupt.com/misc/mdb10-12735.pdf

In Re CareFocus Corporation
   Bankr. Minn. Case No. 10-30828
     Chapter 11 Petition Filed February 9, 2010
         See http://bankrupt.com/misc/mnb10-30828.pdf

In Re Clarkson Law Office,Ltd.
   Bankr. Nev. Case No. 10-50363
      Chapter 11 Petition Filed February 9, 2010
         Filed As Pro Se

In Re Bremma, LLC
   Bankr. N.J. Case No. 10-13742
  Chapter 11 Petition Filed February 9, 2010
         See http://bankrupt.com/misc/njb10-13742.pdf

In Re New Calvary Baptist Church
   Bankr. N.J. Case No. 10-13652
  Chapter 11 Petition Filed February 9, 2010
         See http://bankrupt.com/misc/njb10-13652.pdf

In Re Readymade Projects, Inc.
   Bankr. E.D. N.Y. Case No. 10-41020
      Chapter 11 Petition Filed February 9, 2010
         Filed As Pro Se

In Re Yorktown Funding, Inc.
   Bankr. M.D. Pa. Case No. 10-01042
  Chapter 11 Petition Filed February 9, 2010
         See http://bankrupt.com/misc/pamb10-01042.pdf

In Re SGE Food Enterprises, Inc.
        dba 5 & Diner
   Bankr. N.D. Texas Case No. 10-40959
  Chapter 11 Petition Filed February 9, 2010
         See http://bankrupt.com/misc/txnb10-40959.pdf

In Re CLR, Inc.
   Bankr. S.D. Texas Case No. 10-31135
  Chapter 11 Petition Filed February 9, 2010
         See http://bankrupt.com/misc/txsb10-31135.pdf

In Re Kevin M. VonFeldt
        dba VonFeldt Entertainment
   Bankr. W.D. Wis. Case No. 10-10796
  Chapter 11 Petition Filed February 9, 2010
         See http://bankrupt.com/misc/wiwb10-10796.pdf



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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