TCR_Public/100212.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, February 12, 2010, Vol. 14, No. 42

                            Headlines


1031 TAX: Judge Saves Investors' Claims in 1031 Fraud Suit
155 EAST TROPICANA: Warned of Looming Liquidity Crisis in 2010
2151 HOTEL: Files Schedules of Assets & Liabilities
ABITIBIBOWATER INC: Delaware Trustee Files Late Claim
ALLEN CAPITAL: Has Interim Financing Approval

AMERICAN AIRLINES: JAL Alliance Won't Affect S&P's 'B-' Ratings
AMERICAN INT'L: MetLife May Pay $8-Bil. in Stock for Unit
AMERICAN LOCKER: Reports Net Profit for June 2009 Quarter
AMERICAN MEDIA: Provides Financial, Circulation Report to Lenders
AMTRUST FINANCIAL: Proposes to Sell Property & Casualty Business

ARVINMERITOR INC: Moody's Retains 'Caa1' Corporate Family Rating
BANK OF AMERICA: S&P Assigns Negative Outlook
BANK OF AMERICA: Judge Rakoff Poses Questions on SEC Accord
BI-LO LLC: Creditors Committee Abandons Competing Plan
BIGLER LP: Judge Bohm Keep a Leash on Investment-Banking Fees

BISCAYNE BAY: Facing Involuntary Chapter 7 Petition
BLOCKBUSTER INC: Three Officials Step Down from Post
BLOCKBUSTER INC: To File for Bankruptcy in Portugal
BONEYARD LLC: Gets OK to Sell Real Property to Lennar Homes
BONEYARD LLC: Taps Morgan Lewis as Bankruptcy Counsel

BOSTON SCIENTIFIC: Unveils Management Changes, Restructuring Plan
CALIFORNIA COASTAL: Dimensional Fund Owns 5.87% of Common Stock
CANOPY FINANCIAL: Authorized to Sell Assets
CANWEST GLOBAL: Canwest LP Enters Into $25 Mil. Credit Pact
CANWEST GLOBAL: LP Senior Lenders Approve Plan of Compromise

CANWEST GLOBAL: Noteholders Extend Approval Date for Plan
CCS MEDICAL: Second Confirmation Hearing Set for March 11
CELL THERAPEUTICS: Decreases Net Loss by 42% in 2009
CHRYSLER LLC: 35 Ex-Dealers Seek to Restore Franchises
CHRYSLER LLC: Ex-Dealers First In Line for New Franchises

CHRYSLER LLC: Jones Day Charges $5.9 Mil. for Sept.-Dec.
CHRYSLER LLC: Mercedes-Benz Objects to Sale of Equipment
CIT GROUP: Taxpayers' $2.3-Bil. Stake Wiped Out, Treasury Says
CITADEL BROADCASTING: Cash Collateral Hearing Moved to March 3
CITADEL BROADCASTING: Gets Final Nod to Pay Station Affiliates

CITADEL BROADCASTING: Sec. 341 Meeting Set for February 22
CITIGROUP INC: Barclays to Acquire Italian Credit Card Business
COEUR D'ALENE: Provides More Info. on $100-Mil. Notes Offering
COHARIE HOG: Bankr. Administrator Says Panel Wants to Be Disbanded
COHARIE HOG: Gets Final Okay to Use Cash Collateral

CONSECO INC: Columbia Wanger Beneficially Owns 10% of Common Stock
CRESCENT RESOURCES: Wants Bonus Program for Workers and Execs.
CROWN HOLDINGS: Fitch Affirms Issuer Default Rating at 'BB-'
DELTA AIR: JAL Unsuccessful Bid Won't Affect S&P's 'B' Ratings
DENNY HECKER: Indicted on Conspiracy, Fraud and Money Laundering

DESTINATION MATERNITY: S&P Raises Corporate Credit Rating to 'B'
DOWNEY REGIONAL: Daughters of Charity Wants to Acquire Assets
DUANE READE: Kasowitz Files Suit for Payment of $7.1MM Success Fee
EDDIE BAUER: Texas Comptroller Objects to Plan Confirmation
ELECTROGLAS INC: QVT Financial Ceases to Own Common Shares

EMERSON OVERLOOK: Files Schedules of Assets and Liabilities
EMERSON OVERLOOK: Gets Second Interim OK to Use Cash Collateral
EMERSON JOSEPH: Falling Deman Prompts Chapter 11 Filing
FAIRPOINT COMMS: Files Plan of Reorganization
FAIRPOINT COMMS: Inks Agreement With Labor Unions

FAIRPOINT COMMS: Offers to Return 16.9% to Unsecured Creditors
FANNIE MAE: Guaranteed Mortgage Securities Tumble
FAYETTEVILLE MARKETFAIR: Can Continue Using Cash Collateral
FENDER MUSICAL: Moody's Downgrades Corporate Family Rating to 'B2'
FLYING J: Proposes March 19 Auction for Bakersfield Refinery

FRANK J GOMES: Files Schedules of Assets and Liabilities
FRANK J GOMES: Can Use Cash Collateral Until Feb. 28
FREDDIE MAC: To Purchase Delinquent Loans From PC Securities
FREDDIE MAC: Guaranteed Mortgage Securities Tumble
GABRIEL COMMUNICATIONS: Moody's Withdraws 'B2' Corp. Family Rating

GENERAL MOTORS: Hummer Sale Deadline Extended to End of Feb.
GENERAL MOTORS: To Manufacture Own Electric Motors Starting 2013
GENERAL MOTORS: U.S. Sales For January Up by 14%
GOTTSCHALKS INC: Dimensional Ceases to be Owners of 5% of Stock
GRAHAM PACKAGING: Announces Pricing of Initial Public Offering

HALCYON HOLDING: Court OKs Sale of 'Terminator' to Pacificor
HARTMARX CORP: Proposes Lee & Associates as Broker
HAWKER BEECHCRAFT: Has $712 Million Operating Loss for 2009
HIGH ROCK HOLDING: Files Schedules of Assets and Liabilities
HSH DELAWARE: Has $5 Million Financing from Flowers

IMPERIAL HOMES: Files for Chapter 7 Liquidation
INTERNATIONAL ALUMINUM: Creditors Committee Fails to Halt Plan
INTERNATIONAL RECTIFIER: Fitch Affirms 'BB' Issuer Default Rating
ISACK ROSENBERG: New York Court Tosses Out Deal With Capital One
ITC^DELTACOM INC: Withdraws Notes Offering Amid Weak Market

JAPAN AIRLINES: Announces New Executive Officers
JAPAN AIRLINES: Applies for Revision of IATA Normal Fares
JAPAN AIRLINES: Discloses Route & Flight Frequency Plan for 2010
JOANNE SANDBLOM: Files Schedules of Assets and Liabilities
LAKE AT LAS VEGAS: Former Owners Balk at Bankruptcy-Exit Plan

LANDAMERICA FIN'L: Dimensional Stake Down to 300 Shares
LANDAMERICA FIN'L: OneStop Plan Gets 86.36% Creditors' Acceptance
LANDAMERICA FIN'L: Equity Title, et al., Oppose OneStop Plan
LANDAMERICA FIN'L: OneStop Removal Period Extended to June 2
LANDMARK VALLEY: Gets OK to Continue Using INB's Cash Collateral

LANDMARK VALLEY: Gets OK to Hire Cardenas Whitis as Bankr. Counsel
LANDMARK VALLEY: Section 341(a) Meeting Scheduled for February 23
LBJ LAKEFRONT: Files Schedules of Assets and Liabilities
LEHMAN BROTHERS: Barclays Defends Terms of Assets Purchase
LEHMAN BROTHERS: Hearing on Unsealing of Examiner Report March 11

LEHMAN BROTHERS: Proposes Deal With Stamford Associates, et al.
LEHMAN BROTHERS: Proposes to Prepay Variable Funding Trusts
LEHMAN BROTHERS: Wants to Compel Foreign Banks to Pay $29MM+
LEHMAN BROTHERS: Wants to Set Process for Securities Transfer
LEHMAN BROTHERS: CalPERS Loses $17M Lehman Debt Swap Bid

LIFE TECHNOLOGIES: Moody's Affirms 'Ba1' Corporate Family Rating
LINCOLN NATIONAL: Fitch Affirms 'BB+' Rating on Junior Debt
LINENS 'N THINGS: Plan Modifications Approval Sought
LYKINS ENTERPRISES: Files for Chapter 11 Bankruptcy
MAGNA ENTERTAINMENT: Racing Groups Saddle Magna With $2.6M

MAMMOTH CORONA: Court Sets Plan Outline Hearing for February 24
MAMMOTH SAN JUAN: Court Continues Plan Outline Hearing on Feb. 22
MESA AIR: Gets Approval for Jones Day as Special Counsel
MESA AIR: Gets Nod to Continue LOC & Surety Bond Programs
MESA AIR: Gets Nod to Hire Pachulski as Bankruptcy Attorneys

NORTHERN 120: Taps Polsinelli Shughart as Bankr. Counsel
OPTI CANADA: Reports Year-End 2009 Financial Results
PACIFIC ETHANOL: Wants March 12 Extension of Plan Exclusivity
PACIFIC GALVESTON: Taps John Lewis as Bankruptcy Counsel
PAJAAMCO FAMILY: Meeting of Creditors Slated for February 23

PENN TRAFFIC: Foxhill Opportunity Ceases to Own 5% of Common Stock
PENTON BUSINESS: Case Summary & 50 Largest Unsec. Creditors
PENTON BUSINESS: S&P Downgrades Corporate Credit Rating to 'CC'
PINNACLE ENTERTAINMENT: Moody's Affirms 'B2' Corp. Family Rating
POPE & TALBOT: Trustee Fails to File Claim vs. Abitibi On-Time

PRIMUS TELECOM: Whitebox Advisors Owns 5.6% of Common Stock
PROLIANCE INT'L: Dimensional Fund Ceases to Own 5% of Common Stock
PROTOSTAR LTD: Creditor Blasts Firm's Bid For Sale-Related Bonuses
QUEST RESOURCE: PostRock Registration Statement Now Effective
RECTICEL NA: Aims to Confirm Full Payment Plan in April

RECKSON OPERATING: S&P Gives Stable Outlook, Keeps 'BB+' Rating
RVL TEXAS: Files List of 20 Largest Unsecured Creditors
RVL TEXAS: Files Schedules of Assets and Liabilities
RVL TEXAS: Section 341(a) Meeting Scheduled for February 18
SONRISA PROPERTIES: Files Schedules of Assets and Liabilities

SPA CHAKRA: Sets Hercules-Led Auction on February 24
SPANSION INC: Proposes to Settle Disputes With ASML
SPANSION INC: Has Settlement Resolving Three Claims
SPANSION INC: Spansion Japan Opposes Panel Plea to Sue
SPANSION INC: Spansion Japan Settlement Approved by Court

SPECTRUM BRANDS: Russell Hobbs Merger Cues Moody's Rating Review
SUMMIT-BRANTLEY: Has $1.2 Million in Liabilities
SYNUTRA INT'L: Reports $9.7-Million Net Loss for Q3
TEKOIL & GAS: Files Amended Disclosure Statement & Plan
THREE-FIVE SYSTEMS: February 9 Distributions Delayed

TIMOTHY SCHWARTZ: Files Schedules of Assets and Liabilities
TLC VISION: Wants to Obtain $25MM Junior Secured Financing
TRAVELPORT LLC: Shelves Discounted Offer for Floating Rate Notes
TRIBUNE CO: Aurelius Contests Sealing of Creditors' Suit
TRUMP ENTERTAINMENT: February 19 Set as Plan Objection Deadline

VALENCE TECHNOLOGY: Dec. 31 Balance Sheet Upside-Down by $76MM
VALASSIS COMMS: To Hold Investor Conference Call Today
VAN HUNTER: Files Schedules of Assets and Liabilities
VAUGHAN FOODDS: Won't Appeal NASDAQ Notice of Bid Price Deficiency
VITESSE SEMICONDUCTOR: Inks Resignation and Separation Agreement

VITESSE SEMICONDUCTOR: Losses Shrink to $33.86MM in 4th Quarter
WALTER DIAL: Files Schedules of Assets and Liabilities
WHITEMARK HOMES: Retains New Auditors
WINN-DIXIE: To Distribute Shares Currently Held in Reserve
WOLVERINE TUBE: Stockholders Reelect Board Members

WYNDHAM WORLDWIDE: Bigger Dividend Won't Move Moody's Ba1 Rating
ZAYO GROUP: S&P Assigns First-Time Corporate Credit Rating at 'B'

* Chrysler-Fiat Transaction Wins IDD's M&A Deal of 2009
* January Bankruptcy Filings Hike 21% Over Last Year
* Few Municipal Bonds Defaulted in 39 Years, Says Moody's
* U.S. Foreclosure Activity Decreases 10% in January

* Fed Lowers Value of AIG Assets, Hikes for Bear Holdings
* Lasry's Avenue Capital to Invest in Distressed Debt
* Sheppard Mullin Elects Ten Attorneys to Partnership

* BOOK REVIEW: The First Junk Bond: A Story of Corp. Boom & Bust


                            *********


1031 TAX: Judge Saves Investors' Claims in 1031 Fraud Suit
----------------------------------------------------------
Law360 reports that a federal judge has denied a motion by Cordell
Consultants Inc. to enforce an injunction issued in the bankruptcy
of The 1031 Tax Group LLC that would bar investors in a separate
case from asserting claims against the consulting firm.

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- was a privately held consolidated group
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.

The Company and 15 of its affiliates filed for Chapter 11
protection on May 14, 2007 (Bankr. S.D.N.Y. Lead Case No. 07-
11448).  Gerard A. McHale, Jr., was appointed Chapter 11 trustee.
Jonathan L. Flaxer, Esq., and David J. Eisenman, Esq., at
Golenbock Eiseman Assor Bell & Peskoe LLP, represent the Chapter
11 trustee.  Kurtzman Carson Consultants LLC acts as claims and
notice agent.  Thomas J. Weber, Esq., Melanie L. Cyganowski, Esq.,
and Allen G. Kadish, Esq., at Greenberg Traurig, LLP, represent
the Official Committee of Unsecured Creditors.  As of Sept. 30,
2007, the Debtors had total assets of $164,231,012 and total
liabilities of $168,126,294, resulting in a total stockholders'
deficit of $3,895,282.

Former CEO Edward H. Okun is in federal prison at Northern Neck
Regional Jail in Warsaw, Virginia, after being convicted of mail
fraud and other charges.  Mr. Okun allegedly engaged in several
misappropriations of funds of 1031 Tax Group and other entities.
The funds were used for Mr. Okun's lavish lifestyle including
acquiring properties and luxury asset.


155 EAST TROPICANA: Warned of Looming Liquidity Crisis in 2010
--------------------------------------------------------------
155 East Tropicana, LLC, does not believe it will be able to
generate sufficient cash flows from operations to fund 2010
financial commitments and cannot provide any assurances that it
will be able to raise additional capital.

In a regulatory filing in November, the Company warned it has
significant indebtedness and financial commitments in 2009.  As of
September 30, 2009, the Company has $146.7 million in total debt.
The Company also said its Senior Secured Credit Facility is fully
extended and the Company has no additional availability to borrow
against the Credit Facility.

James Covert at The New York Post said the Company, which operates
as Hooters Casino and Hotel in Las Vegas, defaulted on
$144.5 million in long-term debt.  Mr. Covert said Hooters
Casino's key creditors include investment vehicles owned by the
founders of the Hooters restaurant chain.  Mr. Covert notes the
resort's operations aren't connected with the Hooters restaurant,
to which it pays a royalty fee for the use of its name.

155 East Tropicana in November reported a net loss of $5,377,574
for the three months ended September 30, 2009, from a net loss of
$5,260,797 for the same period in 2008.  The Company reported a
net loss of $14,486,788 for the nine months ended September 30,
2009, from a net loss of $5,013,070 for the same period in 2008.

Net operating revenues for the three months ended September 30,
2009, were $10,729,014 from $14,211,243 for the same period
in 2008.  Net operating revenues for the nine months ended
September 30, 2009, were $35,744,847 from $46,772,167 for the same
period in 2008.

At September 30, 2009, the Company had total assets of
$126,087,132 against total liabilities of $166,832,429, resulting
in members' deficit of $40,745,298.  The September 30 balance
sheet showed strained liquidity: The Company had total current
assets of $8,345,924 against $160,449,134 in total current
liabilities.

Based on anticipated future operations, the Company does not
believe that cash on hand at September 30, 2009 of $5.6 million
and expected cash flows would be adequate to meet the total
financial obligations which include (1) anticipated operational
expenses, (2) debt service on equipment leases and the Credit
Facility, (3) capital expenses and (4) scheduled payments of
interest on the Company's 8.75% Senior secured notes.  The Company
was unable to make the interest payment on the Notes due April 1,
2009 and October 1, 2009.

The Company's current other obligations are being paid in the
normal course of business.  Due to the Company's inability to make
the interest payments, an event of default occurred under the
indenture governing the Notes.  As a result, the note holders
could exercise certain remedies provided under the indenture.

The Company also has received Notice of Default and Reservation of
Rights letters from the lenders under the Credit Facility.  The
Default Letters state that (i) an event of default exists under
the Credit Facility as a result of the Company's failure to obtain
control agreements for one or more deposit accounts established
and maintained by the Company and as a result of failure to pay
interest on the Notes, (ii) as a result of the event of default,
the lenders are under no further obligation to extend further
credit under the Credit Facility, (iii) the lenders will continue
to evaluate their response to the event of default, and (iv) the
Company no longer has an option of paying the LIBOR interest rate,
but must pay the Wells Fargo prime rate  plus the default rate,
which is equal to four percentage points above prime rate.  The
lenders have not elected to accelerate the indebtedness under the
Credit Facility.

The Company has entered into discussions with the note holders and
the Credit Facility lenders to attempt to negotiate forbearance
agreements pursuant to which they would agree not to exercise, for
a specified period of time, their remedies under the indenture or
the Credit Facility.  The Company has engaged a financial advisor
to assist with its evaluation of financial and strategic
alternatives.

If the Company is not successful in obtaining a forbearance or
entering into a transaction to address its liquidity and capital
structure, the note holders have the ability to accelerate
repayment of all amounts outstanding under the indenture
($141.4 million at September 30, 2009) and the Credit Facility
lenders have the ability to accelerate repayment of all amounts
outstanding under the Credit Facility ($14.5 million at
September 30, 2009, plus an irrevocable letter of credit for
$500,000 at September 30, 2009).  If either the Notes indebtedness
or the Credit Facility indebtedness were to be accelerated, the
Company would be required to refinance or restructure the payments
on that debt.  The Company cannot be assured that it will be
successful in completing a refinancing or restructuring.  If the
Company is unable to do so, it may determine to seek protection
under Chapter 11 of the U.S. Bankruptcy Code.

The Company said there is substantial doubt about its ability to
continue as a going concern.

The Company incurred restructuring expenses related to expenses
associated with financial advisory services and related legal
expenses for the quarter ended September 30, 2009, were $500,000
compared to $100,000 in the same quarter in 2008.  Restructuring
expense associated with financial advisory services and related
legal expenses for the nine months ended September 30, 2009, were
$1.4 million.  The Company expects the costs to continue in future
months until a recapitalization, refinancing, restructuring or
reorganization of the Company's obligations or a sale of some or
all of its business assets is completed.

                     About 155 East Tropicana

155 East Tropicana, LLC, acquired the real and personal property
of the Hotel San Remo Casino and Resort in Las Vegas, Nevada, in
2004.  Upon acquisition, the property was renovated with a
"Hooters" entertainment concept and theme and the Hotel San Remo
property was reopened as the new Hooters Casino Hotel February 3,
2006.


2151 HOTEL: Files Schedules of Assets & Liabilities
---------------------------------------------------
2151 Hotel Circle South, LLC, filed with the U.S. Bankruptcy Court
Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $13,000,000
  B. Personal Property              $713,300
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,054,678
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $106,895
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $8,193,777
                                 -----------      -----------
        TOTAL                    $13,713,300      $18,355,350

Woodland Hills, California-based 2151 Hotel Circle South, LLC,
filed for Chapter 11 on January 4, 2010 (Bankr. C.D. Calif. Case
No. 10-10065).  The Law Offices of Alexander Lebecki assists the
Debtor in its restructuring effort.  In its petition, it listed
assets and liabilities both ranging from $10,000,001 to
$50,000,000.


ABITIBIBOWATER INC: Delaware Trustee Files Late Claim
-----------------------------------------------------
Bill Rochelle at Bloomberg News reports that a Chapter 7 trustee
in Delaware asked the bankruptcy judge for permission to file a
late claim against AbitibiBowater Inc.

According to the report, the Chapter 7 trustee for Pope & Talbot
Inc. said it was "unknown" to him when Abitibi filed for
reorganization in April 2009.  The trustee also said he didn't
know when the bankruptcy judge in Delaware set Nov. 13 as the last
day for filing claims against Abitibi.

The Pope & Talbot trustee, according to Bloomberg, evidently
didn't learn about the bankruptcy until September when he sued
Abitibi to recover an alleged $530,000 preference.

The bankruptcy judge in Abitibi's case will decide at a March 23
hearing whether the Pope & Talbot trustee can file a late claim.

                    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 US$9,937,000,000 in total
assets and US$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).

                     About Pope & Talbot Inc.

Based in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- was a pulp and wood products
business.  Pope & Talbot was founded in 1849 and produced market
pulp and softwood lumber at mills in the U.S. and Canada.  Markets
for the company's products include the U.S., Europe, Canada, South
America and the Pacific Rim.

PricewaterhouseCoopers Inc. petitioned for Chapter 15 Bankruptcy
on Aug. 22, 2008, (Bankr. D. Del. Lead Case No. 08-11933).
Fourteen debtor-affiliates with pending Chapter 7 cases also filed
for separate Chapter 15 petitions.  Michael R. Lastowski, Esq., at
Duane Morris LLP represents the Debtors in their restructuring
efforts.  The Debtors listed assets between $100 million and
$500 million, and debts between $100 million and $500 million.

On Oct. 28, 2007, the company and its U.S. and Canadian
subsidiaries applied for protection under the Companies' Creditors
Arrangement Act of Canada.  The Debtors' CCAA Stay expired on
Jan. 16, 2008.

On Nov. 19, 2007, the company and 14 of its debtor-affiliates
filed for Chapter 11 protection (Bankr. D. Del. Lead Case No.
07-11738).   The Court converted their Chapter 11 cases to a
Chapter 7 liquidation proceeding.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.


ALLEN CAPITAL: Has Interim Financing Approval
---------------------------------------------
Bill Rochelle at Bloomberg News reports that Allen Capital
Partners LLC and subsidiary DLH Master Land Holding LLC received
interim authority to borrow $250,000 on a junior lien.  They also
received interim permission to use rental income.  The Court will
consider final approval of $2.25 million in financing at a hearing
on March 15.

                  About DLH LLC and ACP LLC

DLH Master Land Holding, LLC (DLH) and its parent company Allen
Capital Partners, LLC (ACP), based in Dallas, Texas, develop and
manage the Dallas Logistics Hub.  DLH is a 6,000-acre master-
planned development located in the area of Southern Dallas,
Wilmer, Hutchins and Lancaster.  DLH is one of the largest multi-
modal logistics facilities in North America.  This unique
industrial development will include two intermodal facilities;
Union Pacific Railroad's existing Dallas Intermodal Terminal and
the proposed Burlington Northern Santa Fe Intermodal Facility; and
the Lancaster Executive Airport currently under-going major
expansion. DLH is bordered by four major highways; I-20, I-35, I-
45 and planned Loop 9.

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

The Chapter 11 filings were intended to stop one of the lenders
from taking over the equity interest of ACP.


AMERICAN AIRLINES: JAL Alliance Won't Affect S&P's 'B-' Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services said that American Airlines
Inc.'s (B-/Negative/--) successful retention of its marketing
alliance with Japan Airlines Corp. (D/NM/--) will not affect the
ratings or outlook on American.  S&P views this news as a modest
positive for American and parent AMR Corp. (B-/Negative/--),
compared with the status quo, and it avoids what would have been a
clear negative if JAL had decided to ally with Delta Air Lines
Inc.  The main benefit to American will come from the planned
creation of an "antitrust-immune" alliance with JAL, which should
boost revenues and reduce costs of the two companies.
Continuation of the alliance will not involve any capital
contribution from American and its oneworld alliance partners,
which could have been $1.4 billion from AMR and private equity
partner TPG.

In December 2009, the U.S. and Japan governments signed a
memorandum of understanding on a proposed revised aviation
agreement that would ease access to Japan, potentially increasing
competition.  As part of the new agreement, the Japanese
government and various airlines operating U.S.-Japan routes are
seeking permission from the two governments for alliances to
operate U.S.-Japan routes with antitrust immunity.  The immunity
allows airlines to share information and coordinate pricing, and
even choose to set up joint ventures on certain routes.  Delta and
its SkyTeam alliance partners had also been trying to lure JAL to
SkyTeam, offering a capital contribution of $1 billion.  However,
Delta already has a large share of the key U.S.-Tokyo Narita
market (estimated at around 20%), which handles most U.S.-Japan
traffic.  The other major alliance, the Star Alliance, includes
United Air Lines Inc. (B-/Negative/--), Japanese airline All
Nippon Airways Co. Ltd. (not rated), and Continental Airlines Inc.
(B/Negative/--), which combined account for an estimated 40% of
the U.S.-Tokyo Narita market.  These airlines applied for
antitrust immunity in December 2009.  S&P expects JAL and American
to file for antitrust immunity later this week.  S&P estimates
their combined share of the U.S.-Tokyo Narita market at 39%, which
includes American's estimated 15% share.  If JAL had decided to
join the SkyTeam alliance, S&P believes American would have been
at a substantial disadvantage to potential antitrust immune joint
ventures of the SkyTeam and Star alliances, having been left
without a Japanese airline partner.


AMERICAN INT'L: MetLife May Pay $8-Bil. in Stock for Unit
---------------------------------------------------------
Emre Peker, Zachary R. Mider and Hugh Son at Bloomberg News
reports three people with knowledge of the matter said MetLife
Inc. may pay American International Group Inc. $8 billion in stock
and the rest in cash for the planned $15 billion purchase of
American Life Insurance Co.

One of the sources told Bloomberg, the stock payment to AIG may
include common shares and preferred stock, and that the deal would
leave AIG with one of the biggest stakes in MetLife.

Sources told Bloomberg some of the cash may come from a $5 billion
bridge loan from banks including JPMorgan Chase & Co., Bank of
America Corp., Deutsche Bank AG, and Credit Suisse Group AG.

"It shows AIG needs to get a deal done, and they'd be willing to
accept MetLife stock even though they'd probably prefer all cash,"
said Robert Haines, an analyst at CreditSights Inc. in New York,
according to Bloomberg.  "What AIG can't have is a complete blow-
up of this deal; that would be viewed extremely negatively by the
market and public."

Bloomberg notes the planned price for Alico exceeds the sum of
more than 20 earlier asset sales announced by AIG since its
bailout in 2008.

One of the sources also told Bloomberg AIG and MetLife may reach
an agreement over the sale as soon as February 11.

Bloomberg notes AIG previously said that $9 billion from a sale or
initial public offering of Alico would go toward repaying
assistance from the Federal Reserve.

AIG CEO Robert Benmosche, who was previously connected with
MetLife, was prohibited from participating in negotiations with
MetLife.

                             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 LOCKER: Reports Net Profit for June 2009 Quarter
---------------------------------------------------------
American Locker Group Incorporated recorded net profit of $105,158
on $3.04 million of net sales for the three months ended June 30,
2009, compared with a $748,746 net loss on $3.91 million of
revenue for the same period a year earlier.

The Company delayed its annual report on Form 10-K for the year
2008, and quarterly reports on Form 10-Q for 2009.  THe Comopany
said that due to the current credit crisis, it postponed the audit
of its financial statements for the fiscal year ended December 31,
2008, until it could complete a restructuring of its credit
facility.

The Company said it has $10.26 million in total assets against
$6.08 million in total liabilities, resulting to $4.18 million in
stockholders' equity as of June 30, 2009.

As a result of the economic crisis, the Company implemented a
restructuring in January 2009 to rationalize its cost structure in
an uncertain economic environment.  The restructuring included the
elimination of approximately 50 permanent and temporary positions
as well as an across the board 10% reduction in wages and a 15%
reduction in the base fee paid to members of the Company's Board
of Directors.  These reductions (representing approximately 40% of
the Company's workforce) resulted in severance and payroll tax
charges during the three and six months ended June 30, 2009 of
approximately $36,000 and $264,000, respectively.  These payments
are expected to be made over the next 15 months.  Additionally,
the Company expects to incur $100,000 which has not been accrued
for when it relocates its Ellicottville, New York operations to
Texas in the first half of 2011.  The restructuring and relocation
is expected to result in approximately $1,400,000 in annual
savings.  To implement the restructuring plan, management
anticipates incurring aggregate restructuring charges and costs of
$396,000.

A full-text copy of the Company's financial report on Form 10-Q is
available for free at http://ResearchArchives.com/t/s?51fc

                    About American Locker Group

American Locker Group Incorporated (ALGI.PK) --
http://www.americanlocker.com/, http://www.canadianlocker.com;
and http://www.securitymanufacturing.com-- is known for its
proven reliability, durability and customer service.  American
Locker is the only locker company to operate a dedicated center to
provide prompt and reliable service to their customers.  American
Locker is used by thousands of water parks, theme parks, ski
resorts, retailers, law enforcement agencies, and health club
operators around the world.

According to the Troubled Company Reporter on February 27, 2009,
the Company has warned that unless it is able to enter into an
acceptable extension or forbearance agreement with the Bank and
obtain additional financing, the Company might be forced to
restructure its debts under the protection of Chapter 11 of the
U.S. Bankruptcy Code.


AMERICAN MEDIA: Provides Financial, Circulation Report to Lenders
-----------------------------------------------------------------
American Media, Inc., has made available at its corporate Web site
certain information, including the average estimated monthly
circulation of certain key magazine titles during the period April
2009 through January 2010, as well as the recent levels of the
Company's Revolving Credit Facility and cash balances.

American Media said its Revolving Credit Facilities Balance was
$35.0 million and its Cash and Equivalents was $11.3 million as of
January 31, 2010.

The information, which was provided to the Company's lenders, is
available at no charge at:

     http://www.americanmediainc.com/bankinfo/Jan2010.pdf

                       About American Media

American Media, Inc. -- http://www.americanmediainc.com/--
publishes celebrity journalism and health and fitness magazines in
the U.S.  These include Star, Shape, Men's Fitness, Muscle &
Fitness, Flex, Natural Health, and The National Enquirer.  In
addition to print properties, AMI owns Distribution Services,
Inc., the country's #1 in-store magazine merchandising company.

                           *     *     *

American Media Inc.'s subsidiary, American Media Operations Inc.,
continues to carry Standard & Poor's Ratings Services' "CCC+" LT
Foreign Issuer Credit Rating and LT Local Issuer Credit Rating;
and Moody's "Caa2" LT Corporate Family Rating and "Caa2/LD"
Probability of Default Rating.


AMTRUST FINANCIAL: Proposes to Sell Property & Casualty Business
----------------------------------------------------------------
A unit of AmTrust Financial Corp. is seeking approval from the
Bankruptcy Court to sell its property and casualty business.

AmTrust proposes to sell the business to Novak Insurance Agency
Inc., absent higher and better bids at an auction.

Pursuant to the Agreement, AmTrust Insurance Agency, Inc., as
seller, intends to transfer to Novak at a closing anticipated for
immediately following a sale hearing, assets relating to the
Business, including machinery and equipment, contracts and
agreements of property and casualty insurance, intellectual
property, and client lists.  The assets to be conveyed would not
include cash and premiums or commissions payable to AIAI prior to
the closing.

In consideration for the sale and transfer of the Assets, Novak
intends to pay AIAI $450,000 at the Closing.

In the event of any competing bids for the Assets, resulting in
Novak not being the successful Buyer, it will receive a breakup
fee of $25,000 to be paid at the time of the closing of the sale
with such third party buyer.

The Debtors propose a February 19 deadline for competing bids.
The Debtors propose an auction on February 22 followed by a sale
hearing the day after.

                           Objections

The holders, or the investment advisors or managers for the
account of holders of the 11.78% Senior Notes, due October 20,
2012 issued by AmTrust Financial Corporation filed a "limited
objection", asserting that that their liens are attached to the
proceeds of the sale.  The Debtors have challenged the validity of
the grant of the security interest to the noteholders.

The United States Government, on behalf of the Internal Revenue
Service, says it has no objection to the sale of the assets
provided that the Debtor sets aside sufficient funds to full pay
any capital gains taxes that arise from the sale of the assets. At
the present time the maximum capital gains tax rate is 35%.

                    About AmTrust Financial

AmTrust Financial Corp (PINK:AFNL) was the owner of the AmTrust
Bank.  AmTrust was the seventh-largest holder of deposits in South
Florida, with $4.7 billion in deposits and 21 branches.

In November 2008, the Office of Thrift Supervision issued a cease
and desist order requiring AmTrust to improve its capital ratios.

AmTrust Financial, together with affiliates that include AmTrust
Management Inc., filed for Chapter 11 bankruptcy protection on
November 30, 2009 (Bankr. N.D. Ohio Case No. 09-21323).  G.
Christopher Meyer, Esq., and Sherri Lynn Dahl, Esq., at Squire
Sanders & Dempsey L.L.P., assist the Debtors in their
restructuring efforts.  AmTrust Management listed $100,000,001 to
$500,000,000 in assets and $100,000,001 to $500,000,000 in
liabilities.

AmTrust Bank is not part of the Chapter 11 filings.  On
December 4, AmTrust Bank was closed by the Office of Thrift
Supervision, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with New York
Community Bank, Westbury, New York, to assume all of the deposits
of AmTrust Bank.


ARVINMERITOR INC: Moody's Retains 'Caa1' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service said ArvinMeritor's Caa1 Corporate
Family Rating remains unchanged following the company's
announcement that it entered into an amendment to its existing
revolving credit agreement.

The previous rating action on ArvinMeritor was on January 21,
2010, when the outlook was changed to stable from negative.

ArvinMeritor, Inc., headquartered in Troy, MI, is a global
supplier of a broad range of integrated systems, modules and
components serving light vehicles, commercial trucks, trailers,
and specialty original equipment manufacturers, as well as certain
aftermarkets.  Revenues in fiscal 2009 were approximately
$4.1 billion.


BANK OF AMERICA: S&P Assigns Negative Outlook
---------------------------------------------
Standard & Poor's Ratings Services on February 9, 2010, revised
its outlook on Bank of America Corp. to negative from stable.
At the same time, S&P affirmed all ratings, including its 'A/A-1'
counterparty credit rating and its ratings on all related
entities.

"The outlook revision reflects our increased uncertainty about the
U.S. government's willingness to provide additional extraordinary
support to highly systemically important financial institutions in
a way that benefits debt holders," said Standard & Poor's credit
analyst John Bartko.  "We previously stated our belief that the
extraordinary support was temporary.  We believe 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."

As reported by the Troubled Company Reporter, S&P on Tuesday also
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
views 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').

According to S&P, 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 company-specific
bailouts, and would allow it to use public funds to assist in
winding down an ailing financial institution, but 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 affects bondholders of
the companies adversely.  If such legislation were enacted in the
form that has been proposed, it could cause S&P to revise the
analytical basis S&P currently uses for imputing extraordinary
government support in its ratings on BofA and other highly
systemically important financial institutions.

The outlook is negative.  S&P's rating on BofA is enhanced,
currently by three notches, to reflect the potential for
additional extraordinary government support, should this be
necessary.  Ultimately, the counterparty credit rating and stand-
alone creditworthiness may: converge at the current stand-alone
credit 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 BofA's stand-alone credit profile);
converge at the level of the current issuer credit rating (if
there were very substantial improvement in BofA's stand-alone
credit profile); or wind up somewhere in between (with a
combination of weaker government support and some improvement in
the stand-alone credit profile).

"We are uncertain whether BofA will be able to show sufficient
additional improvement over the next two years in its operating
performance and profitability to benefit its stand-alone credit
profile and narrow the current gap between the counterparty credit
rating -- which incorporates our assessment of potential
extraordinary government support -- and its stand-alone
creditworthiness," Mr. Bartko added.


BANK OF AMERICA: Judge Rakoff Poses Questions on SEC Accord
-----------------------------------------------------------
Bloomberg News reports that the judge overseeing Bank of America
Corp.'s proposed $150 million settlement with the U.S. Securities
and Exchange Commission posed eight questions for attorneys to
answer before he decides whether to accept the deal.  Four of the
questions ask if the settlement should be modified to include
terms proposed by U.S. District Judge Jed Rakoff.  Among them is a
proposal that Judge Rakoff be allowed to approve a compensation
consultant for the bank.  Judge Rakoff has said he will decide by
Feb. 19 on whether to accept the settlement of the lawsuit by the
SEC.

As already reported by the TCR, the Commission on February 4 filed
a motion before the U.S. District Court for the Southern District
of New York seeking court approval of a proposed settlement
whereby Bank of America will pay $150 million and strengthen its
corporate governance and disclosure practices to settle SEC
charges that the company failed to properly disclose employee
bonuses and financial losses at Merrill Lynch before shareholders
approved the merger of the companies in December 2008.

The SEC previously filed two sets of charges alleging Bank of
America failed to disclose material information to shareholders
prior to their vote to approve the merger with Merrill Lynch.  In
the first enforcement action on Aug. 3, 2009, the Commission
charged Bank of America with failing to disclose, in proxy
materials soliciting shareholder votes for approval of the merger,
its prior agreement authorizing Merrill to pay year-end bonuses of
up to $5.8 billion to its employees prior to the closing of the
merger.  In the second enforcement action on Jan. 12, 2010, the
Commission charged Bank of America with failing to disclose the
extraordinary losses that Merrill sustained in October and
November 2008.

Under the terms of the proposed settlement, which are subject to
the District Court's approval, the $150 million penalty will be
distributed to Bank of America shareholders harmed by the
Bank's alleged disclosure violations.  The Commission will propose
a distribution plan at a later date.

                       About Bank of America

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

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

                           *     *     *

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

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

Bank of America reported a third-quarter 2009 net loss of
$1.0 billion.


BI-LO LLC: Creditors Committee Abandons Competing Plan
------------------------------------------------------
The official committee of unsecured creditors in Bi-Lo LLC's case
notified the Bankruptcy Court and parties-in-interest that it is
withdrawing its competing reorganization plan after term-loan
lenders, the plan's co-proponents, terminated their agreement to
fund the plan.

According to Bill Rochelle at Bloomberg News, a hearing had been
scheduled for Feb. 2 and Feb. 3 on the disclosure statement
explaining the plans.  The hearing has been put off until a date
to be determined.

                      The Committee Plan

The Creditors' Plan was premised on two key features: first, the
investment of $79.5 million in new capital by, WCM-BL Holding,
LLC, and BILO Recovery, LLC, who are affiliates of members of a
committee of term lenders.  The second key feature of the plan is
the agreement by the Term Lenders to convert approximately $100
million of their prepetition debt into equity as part of a
settlement of potential litigation over the value of the Term
Lenders' collateral, which could have been a costly and time-
consuming process.

In addition, the Creditors Plan includes a settlement of claims
and a restructuring of the contractual relationship with C&S
Wholesale Grocers, Inc., the Debtors' primary supplier and
distributor, to provide more favorable terms and significant cost
savings to BI-LO than the current C&S arrangement.  As part of
this settlement, C&S will receive a 5% share in the equity of
Reorganized BI-LO Holding.

The Term Lenders' recoveries under the Creditors Plan on account
of $260 million in principal amount of secured prepetition debt
will primarily consist of $164.1 million in New Term Notes and
43.1% of the equity of Reorganized BI-LO Holding.  Other secured
creditors will receive a 100% recovery on their claims, either
through reinstatement of such claims, payment in cash, or the
return of collateral.

The Creditors Plan also provides for a Creditors' Trust that will
be created to hold assets for distributions to unsecured
creditors.  Included in the trust's assets will be $30 million in
cash, as well as the right to assert certain claims against third
parties, if any are found to exist following appropriate
investigation.

These claims could include, among others, claims against Lone
Star, its advisors and affiliates, and the prepetition officers
and directors of the Debtors.

Unsecured creditors holding claims in a "liquidated" amount of
$5,000 or less, or creditors willing to reduce their claims to
$5,000, will be separately treated as Class 5 Convenience Claims
and will receive a recovery of 60% in cash for their claims
shortly after the confirmation of the Creditors Plan.  The
Official Creditors' Committee estimates that claims of $5,000 and
under represent approximately two-thirds of the claims filed in
the chapter 11 cases.

A copy of the Committee's plan is available for free at:

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

A copy of the Committee's disclosure statement is available for
free at:

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

                          The Company Plan

Under the management-proposed plan, Lone Star will make a new $150
million equity investment and provide a $200 million term loan.

Lone Star's plan would allow it to retain ownership by paying the
term-loan lenders $260 million while giving unsecured creditors
$30 million cash plus lawsuit recoveries from a trust.

Under the Plan, unsecured creditors would recover 17.5% to 32.7%,
from $30 million allocated to a creditors' trust and proceeds from
causes of action.

Reorganized BI-LO will retain substantially all of the store
locations currently in operation, subject to the Debtors obtaining
necessary rent concessions from landlords at certain
underperforming locations.

A copy of the Company's plan is available for free at:

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

A copy of the Company's disclosure statement is available for free
at:

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

                         Suit vs. Lone Star

According to Bill Rochelle at Bloomberg News, the Committee
contends the company plan is "unconfirmable" because it provides
releases to a broad swath of insiders along with present and
former owners.  While the two plans on their faces appear to
provide the same recovery for unsecured creditors, the Committee,
in its objection last week, says the recoveries will in fact
differ greatly.

Under both plans, unsecured creditors are to have $30 million
cash.  The differences are in whom the creditors can sue after
confirmation and whom they can't.  The Creditors, in their plan,
intend to sue Lone Star, officers and directors, the company's
professionals, and others.  The Committee argues that the
Company's disclosure statement doesn't clearly enough explain how
the right to sue is "extremely limited" under the Lone-Star
sponsored plan.

Lone Star, on the other hand, wants the Committee's disclosure
statement to tell creditors about the offer it made to give
creditors a minimum of $60 million. Lone Star says the committee
"refused to negotiate."

                            About BI-LO

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

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

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


BIGLER LP: Judge Bohm Keep a Leash on Investment-Banking Fees
-------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that U.S. Bankruptcy Judge
Jeff Bohm in Houston approved Bigler LP's engagement of Parkman
Whaling LLC as financial advisers on modified terms.

The Official Committee of Unsecured Creditors objected to the
retention on account of the tail fee the Parkman firm would earn
if a transaction were to occur within a year after the engagement
ended.

According to the report, Judge Bohm, in his nine-page opinion,
said he was tempted to disapprove the engagement because the tail
fee could be earned, as the judge put it, even in the absence of a
"tangible, identifiable, material benefit to the estate."

The judge approved the engagement on terms requiring Parkman to
file an application to approve the payment of fees.  The court
retained the right to reject payment of a tail fee if there isn't
proof of benefit to the company.

                          About Bigler LP

Houston-based Bigler LP is a diversified petrochemical producer.
Bigler has production and storage facilities on 271 acres on the
Houston Ship Channel.

Bigler filed for Chapter 11 reorganization on Oct. 30 in Houston
(Bankr S.D. Tex. Case No. 09-38188).  The petition listed assets
of $233 million against debt totaling $151 million.  Liabilities
include $67 million owed to secured lender Amegy Bank NA, which
has a lien on all assets.

Attorneys at King & Spalding LLP represent the Debtors.  Secured
lender Amegy Bank is represented by Porter & Hedges LLP.


BISCAYNE BAY: Facing Involuntary Chapter 7 Petition
---------------------------------------------------
Paul Brinkman at South Florida Business Journal reports that
Biscayne Bay Lofts LLC, developer for a condominium project, is
facing bankruptcy after a Chapter 7 petition was signed by Jeffrey
Blacher on behalf of the condominium association; the
association's president, Norman Wartman; and Miami-based BAP
Development Group.

According to the report, BAP Development makes up part of Biscayne
Bay Lofts LLC, along with Gustavo Micuslitzki of Argentina-based
GGM Developers.  Onyx has been stuck in a foreclosure battle since
May, when Corus Bank filed a foreclosure action targeting 41
unsold units in the 118-unit tower.  In September, Miami-based
Hyperion Development Group said one of its affiliates bought the
loan from Corus just days after regulators seized the bank.

The Association stated, "Onyx requires immediate funds to continue
operating.  Either Biscayne Bay or Hyperion control the unsold
units at Onyx and should be responsible for funding the Onyx
operating budget".

Biscayne Bay Lofts LLC is the developer of the 28-story Onyx on
the Bay condominium project in Miami.


BLOCKBUSTER INC: Three Officials Step Down from Post
----------------------------------------------------
Blockbuster Inc. reported with the Securities and Exchange
Commission that it was provided notice by:

   * Phillip K. Morrow of his resignation as the Company's Senior
     Vice President and Chief Information Officer effective as of
     the close of business on January 29, 2010;

   * Eric H. Peterson of his resignation as the Company's Chief
     Administrative Officer, Executive Vice President, Secretary
     and General Counsel, effective as of the close of business on
     February 5, 2010;

   * Bill R. Lee of his resignation as the Company's Executive
     Vice President and Chief Merchandising Officer, effective as
     of the close of business on February 5, 2010.

                      About Blockbuster Inc.

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

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

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


BLOCKBUSTER INC: To File for Bankruptcy in Portugal
---------------------------------------------------
Thomas Ricker at Engadget reports that Blockbuster Inc. is filing
for bankruptcy in Portugal.

According to the report, the company's remaining 17 stores in the
country are struggling to survive.

Blockbuster, the report says, blames government's flaccid response
to Internet piracy for its insolvency.

                     About Blockbuster Inc.

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

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

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


BONEYARD LLC: Gets OK to Sell Real Property to Lennar Homes
-----------------------------------------------------------
Boneyard, LLC, obtained permission from the U.S. Bankruptcy Court
for the Central District of California to sell real property.

As reported by the TCR on December 23, 2009, the Debtor sought
authorization from the Court to sell certain real property to Toll
Bros., Inc., free and clear of interests, for $11 million.

The Court has denied approval of the Toll Bros. agreement,
including the payment of a break-up fee to Toll Bros., in favor of
Lennar Homes of California, Inc., which presented a better offer.
The Court approved the Purchase and Sale Agreement and Joint
Escrow Instructions by and between the Debtor and Lennar.

The approval of the sale is subject to the terms and conditions of
certain "Stipulation Among Boneyard, LLC, Luckey Industrial, LLC
and Pacific Western Bank re Sale of Real Property Free and Clear
of Interests".  The Stipulation is contingent upon:

     (a) the entry of orders of the bankruptcy court in Boneyard's
         bankruptcy case and the Luckey Case approving this
         Stipulation, which order in this case may be the order
         granting the Sale Motion;

     (b) the closing of the sale of the Toll Property on or before
         February 12, 2010, or such later date as may be agreed to
         by the parties to this Stipulation in writing, but in no
         event later than February 26, 2010.

In the event that either of the conditions is not satisfied, the
parties to the Stipulation will enter into a separate stipulation
regarding their respective rights and remedies.

Persons and entities holding Interests in the Property will be
barred, estopped and permanently enjoined from asserting,
prosecuting or otherwise pursuing against the Buyer, its property,
its successors and assigns, its affiliates or the Property, any
claim arising from the Interest.

The Court determined that the sale motion wasn't served upon
certain potential mechanic's lien claimants listed on the Debtor's
Schedule D in accordance with Bankruptcy Rule 7004 because notice
of the sale motion was mailed to the claimants as listed on the
Debtor's Schedule D, rather than to the attention of an officer, a
managing or general agent, or to any other agent authorized by
appointment or by law to receive service of process, the sale
order will be provisionally effective.  The Debtor must provide
notice to those claimants by January 15, 2010.  Those parties will
then have until January 25, 2010, within which to file legal
objections to the sale motion.

Barto/Signal Petroleum, Inc., filed an objection to the sale on
December 30, 2009, but withdrew that objection on January 13,
2010.

                         About Boneyard

Irvine, California-based Boneyard, LLC, is a limited liability
company whose sole member is Le Plastrier Management Co., Inc.
Boneyard filed for Chapter 11 bankruptcy protection on Dec. 14,
2009 (Bankr. C.D. Calif. Case No. 09-23930).  Richard W. Esterkin,
Esq., who has an office in Los Angeles, California, assists the
Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


BONEYARD LLC: Taps Morgan Lewis as Bankruptcy Counsel
-----------------------------------------------------
Boneyard LLC, has sought permission from the U.S. Bankruptcy court
for the Central District of California to employ Morgan, Lewis &
Bockius LLP as bankruptcy counsel, effective as of December 14,
2009.

Morgan Lewis will, among other things:

     (a) represent the Debtor at hearings and other proceedings to
         be held before this Court, and communicating with the
         Debtor regarding matters heard and issues raised as well
         as the decisions of this Court;

     (b) represent the Debtor at hearings and other proceedings in
         Connection with any appeals that may be filed from the
         decisions of this Court;

     (c) assist the Debtor in preparing appropriate legal
         pleadings and proposed orders as may be required in
         support of positions taken by Debtor and preparing
         witnesses and reviewing documents relevant thereto; and

     (d) advise and assisting the Debtor with regard to the
         formulation, negotiation, proposal, and confirmation of a
         plan or reorganization.

The hourly rates of Morgan Lewis' personnel are:

         Anthony Ciasulli, Partner             $590
         Richard W. Esterkin, Of Counsel       $645
         Prescott Littlefield, Associate       $265

Anthony Ciasulli, a member of the law firm Morgan Lewis, assures
the Court that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

Irvine, California-based Boneyard, LLC, is a limited liability
company whose sole member is Le Plastrier Management Co., Inc.
Boneyard filed for Chapter 11 bankruptcy protection on Dec. 14,
2009 (Bankr. C.D. Calif. Case No. 09-23930).  Richard W. Esterkin,
Esq., who has an office in Los Angeles, California, assists the
Company in its restructuring effort.  In its petition, the Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


BOSTON SCIENTIFIC: Unveils Management Changes, Restructuring Plan
-----------------------------------------------------------------
Boston Scientific Corporation unveiled Wednesday a series of
management changes and restructuring initiatives designed to
strengthen the Company and position it for long-term success.

"The actions we are announcing [] will provide the organizational
structure and leadership needed to execute our strategic plan and
fulfill the enormous promise of this company," said Ray Elliott,
President and Chief Executive Officer of Boston Scientific.  "They
are aimed at driving innovation, accelerating profitable growth
and increasing both accountability and shareholder value.  Above
all else, they will help us better serve our customers and their
patients."

Key components of the management changes and restructuring
initiatives include:

     -- The Cardiovascular Group and Cardiac Rhythm Management
        Group (formerly Guidant) will be combined into one,
        stronger and more competitive organization that will
        deliver better value to hospitals, better solutions to
        physicians and better outcomes to patients.  This combined
        organization will also position the Company to respond
        more efficiently and effectively to rapidly accelerating
        changes in the procurement, reimbursement and regulatory
        environments, and to other changes in the delivery of
        health care globally.  The new organization will be led by
        Hank Kucheman, who has been promoted to Executive Vice
        President and President of the new Cardiology, Rhythm and
        Vascular Group.  Mr. Kucheman most recently served as
        President of the Cardiovascular Group.  The Group will
        increase its focus on structural heart, disruptive,
        primary prevention ICDs, atrial fibrillation and
        hypertension.  The Endovascular Unit, including Peripheral
        Solutions, Neurovascular, Imaging, Electrophysiology and
        the Canadian business unit, will report to new Senior Vice
        President and Executive Committee member, Joe Fitzgerald.

     -- Fred Colen has been promoted to the new role of Executive
        Vice President and Chief Technology Officer.  As CTO, Mr.
        Colen will oversee a centralized corporate research and
        development group that will refocus and strengthen the
        Company's innovation efforts.  Under Mr. Colen's
        leadership, the Company will change its allocation of R&D
        resources to incorporate its newly established growth
        priorities, create technology Centers of Excellence, drive
        improved product development timing and efficiency, and
        expand the spectrum of new product opportunities.  Mr.
        Colen most recently served as President of the Cardiac
        Rhythm Management Group.

     -- The Company's International Headquarters will be
        eliminated.  The Presidents of Japan, Europe (including a
        consolidated Shared Services team) and the newly formed
        Emerging Markets Group will report directly to the CEO.
        The Emerging Markets Group, composed primarily of India,
        China, Brazil, Russia, Eastern Europe and parts of the
        Middle East, Asia and Latin America, will attract greater
        investment and infrastructure, including the pursuit of
        selective offshore manufacturing, research, a variety of
        support services and individual country growth vehicles.
        Leadership for the Emerging Markets Group will be
        announced at a later date.

     -- The Endoscopy division and new Urology and Women's Health
        division will each report directly to the CEO, and the
        Endosurgery Group structure, which currently oversees the
        Endoscopy and Urology/Gynecology divisions, will no longer
        exist.  The newly named Urology and Women's Health
        division, led by new Senior Vice President and Executive
        Committee member, John Pedersen, will significantly
        increase investment in its franchise in order to more
        aggressively pursue the substantial opportunities for
        device-related solutions for unmet women's health needs.
        The Endoscopy division, led by new Senior Vice President
        and Executive Committee member, Michael Phalen, will
        pursue incremental growth through devices for endoluminal
        surgery, obesity/diabetes solutions and pulmonary asthma.

     -- Steve Moreci, currently the Endosurgery Group President,
        will lead a newly created team devoted to Global Sales
        Focus.  This team will drive targeted sales force
        expansions and deliver best practice capabilities in
        training, management, forecasting and planning.  In
        particular, the team will focus on reaching the economic
        customer on a global basis and as a result the Company's
        Corporate Sales group will become part of this team.

     -- The Company plans to further rationalize and refocus its
        business portfolio through both select divestitures and
        acquisitions in direct support of our new strategic
        priorities.

     -- The Company will immediately begin to execute a new set of
        restructuring initiatives designed to improve its
        effectiveness and efficiency.  Gross expenses are expected
        to be reduced by a range of $200 million to $250 million
        from the 2009 base during the next two years, representing
        a reduction of 5.5 to 7 percent.  These initiatives will
        also result in a gross head count reduction of 1,000 to
        1,300, or 8 to 10 percent, from our non direct labor base.
        These reductions will be partially offset by the
        inflationary impact of our base expenses and selective
        redeployment of expenses and head count into important
        sales and research initiatives.  Eligible employees
        affected by these head count reductions will be offered
        severance packages and other assistance and support.  The
        restructuring plan excludes manufacturing direct labor
        positions, which are production dependent.

     -- The action plans related to these reductions are expected
        to result in pre-tax charges of approximately $180 million
        to $200 million.  The vast majority of the restructuring
        costs will be cash charges.

In addition, the Company announced these management changes:

     -- Sam Leno will be promoted to Executive Vice President and
        Chief Operations Officer, effective March 1.  He will
        oversee Finance, Information Systems, Manufacturing and
        Operations.  Since joining Boston Scientific in 2007, Mr.
        Leno has served as Executive Vice President of Finance and
        Information Systems and Chief Financial Officer.

     -- Jeff Capello will be promoted to Executive Vice President
        and Chief Financial Officer, effective March 1.  Mr.
        Capello joined the Company in 2008 and has served as Chief
        Accounting Officer and Corporate Controller.

     -- Tim Pratt has been promoted to Executive Vice President
        and Chief Administrative Officer; he will continue to
        serve as General Counsel and Secretary.  The Company will
        consolidate Legal, Corporate Communications, Government
        Affairs, Human Resources, Quality and Regulatory Affairs
        under Mr. Pratt, who joined the Company in 2008.

     -- Jean Lance has been promoted to Senior Vice President and
        Chief Compliance Officer and will become a member of the
        Company's Executive Committee.  Ms. Lance joined Boston
        Scientific in 1996 and was named Chief Compliance Officer
        last year.  Prior to that she served as Vice President and
        General Counsel for the Company's Cardiovascular Group.
        She manages and enforces Boston Scientific's Global
        Compliance Program.

     -- Dan Brennan has been promoted to Senior Vice President and
        Corporate Controller.  Mr. Brennan joined Boston
        Scientific in 1996.  He has served in a wide variety of
        finance roles supporting a number of the Company's
        businesses.

     -- Larry Neumann has been promoted to Senior Vice President
        of Restructuring and Integration.  Mr. Neumann will
        oversee and be accountable for all the Company's
        restructuring and integration activities, including the
        combination of the Cardiovascular Group and the Cardiac
        Rhythm Management Group.  Mr. Neumann joined the Company
        in 1996 and has served in a number of capacities,
        including head of Corporate Tax, Business Development and
        Investor Relations.

Andy Milani has recently been named Senior Vice President of Human
Resources.  Mr. Milani joined Boston Scientific in 2009 after a
distinguished 28-year career as an officer in the U.S. Army,
serving most recently as Chief of Staff for the Army's Special
Operations Command.

"These changes to date bring together an outstanding group of
seasoned leaders, with a broad range of talents and abilities and
a proven history of delivering results and achieving objectives,"
said Elliott.  "The Company and all its stakeholders stand to
benefit considerably from their collective knowledge, experience
and expertise.  These changes were, in part, designed to allow me
to spend more time with our operating divisions and international
regions, as we place greater emphasis on stimulating sales growth,
assessing our business portfolio opportunities and expanding
operating profit margins."

Natick, Massachusetts-based Boston Scientific Corporation (NYSE:
BSX) -- http://www.bostonscientific.com/-- is a worldwide
developer, manufacturer and marketer of medical devices whose
products are used in a broad range of interventional medical
specialties.

                           *     *     *

As reported by the Troubled Company Reporter on February 3, 2010,
Moody's affirmed Boston Scientific's Ba1 Corporate Family and Ba1
senior note ratings following the company's announcement that it
had settled several key long-standing patent lawsuits with Johnson
& Johnson for $1.725 billion.  The TCR also said Fitch Ratings
affirmed the Issuer Default Rating and outstanding debt ratings on
Boston Scientific -- IDR at 'BB+'; Senior unsecured notes at
'BB+'; and Unsecured bank credit facility at 'BB+'.


CALIFORNIA COASTAL: Dimensional Fund Owns 5.87% of Common Stock
---------------------------------------------------------------
Dimensional Fund Advisors LP has filed with the Securities and
Exchange Commission Amendment No. 3 to its Schedule 13-G which was
initially filed on February 2, 2007.

The CUSIP number of the common stock is 129915203.

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

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Dimensional Fund Advisors LP             645,394       5.87%

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 http://researcharchives.com/t/s?51f4

                     About California Coastal

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

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


CANOPY FINANCIAL: Authorized to Sell Assets
-------------------------------------------
Bill Rochelle at Bloomberg News reports that the Chapter 7 trustee
of Canopy Financial Inc. received permission early this month to
sell assets including intellectual property for $3 million.

Canopy sold $75 million in preferred stock in July and August.
From the proceeds, $39.3 million was used to repurchase some
existing common and preferred stock.

Chicago-based Canopy Financial is a provider of financial
processing services for the health-care industry.  It filed for
Chapter 11 on November 25 (Bankr. N.D. Ill. Case No. 09-44943).
The petition says assets are less than $10 million while debt
exceeds $50 million.

At the end of the year, the Court ordered the conversion of the
case to a Chapter 7 liquidation.


CANWEST GLOBAL: Canwest LP Enters Into $25 Mil. Credit Pact
-----------------------------------------------------------
Canwest Global Communications Corp. ("Canwest") announced that its
subsidiary, Canwest Limited Partnership/Canwest Societe en
Commandite and its general partner, Canwest (Canada) Inc., and
their subsidiaries Canwest Publishing Inc. /Publications Canwest
Inc. and Canwest Books Inc. (collectively, the "LP Entities") have
entered into a senior secured super-priority debtor-in-possession
("DIP") credit agreement pursuant to which DIP financing of up to
$25 million has been made available to the LP Entities in
connection with their ongoing financial restructuring.

This DIP financing was arranged and approved by the Ontario
Superior Court of Justice (Commercial List) in January, when the
LP Entities filed for creditor protection under the Companies'
Creditors Arrangement Act.  Since that time, the LP Entities and
the DIP lenders have been negotiating the necessary agreements and
other documents associated with the DIP financing.

                       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).


CANWEST GLOBAL: LP Senior Lenders Approve Plan of Compromise
------------------------------------------------------------
Canwest Global Communications Corp's disclosed in a statement
dated January 27, 2010, that senior secured lenders of its
subsidiary, Canwest Limited Partnership/Canwest Societe en
Commandite and certain of its subsidiaries -- the LP Entities --
voted in favor of a resolution to approve a plan of compromise or
arrangement, which forms part of the support agreement entered
into by the LP Entities with its senior secured lenders on
January 8, 2010.

The Plan was filed with the Ontario Superior Court of Justice
(Commercial List) on January 8, 2010, in connection with the
Initial Order granted in the LP Entities' Companies' Creditors
Arrangement Act proceedings.

The senior secured lenders vote met both the required majority in
number of the LP Entities' senior secured lenders which cast votes
on the Plan, and represented over two-thirds in amount of their
claims.  When the Plan was filed with the Court on January 8, it
had the support of more than 48% in amount of claims.  Support has
increased as 153 of 157 senior secured lenders at the meeting,
representing 89% of the amount of claims at the meeting, voted to
approve the Plan.

In accordance with the Support Agreement, the LP Entities will
bring a motion before the Court seeking an order sanctioning the
Plan should no superior offer emerge from the Sale and Investor
Solicitation Process currently being conducted by RBC Capital
Markets, financial advisor to the LP Entities.

     LP Entities' Plan of Compromise and Arrangement

The purpose of the LP Entities' Plan of Compromise and Arrangement
is to effect a compromise and arrangement of the Senior Secured
Claims against the LP Entities and implement a Credit Acquisition
or a Superior Cash Offer Transaction, as applicable.

On the Plan Implementation Date -- which means the Credit
Acquisition Plan Implementation Date or the Superior Cash Offer
Plan Implementation Date, whichever occurs -- the Plan will become
effective and be binding on the LP Entities and the Senior
Lenders, and for greater certainty will not affect certain claims.

                 Claims Unaffected by the Plan

The Plan does not compromise or affect any Claims other than the
Senior Secured Claims, which other Claims are referred to as
"Unaffected Claims" and, for greater certainty, include:

  (a) Secured Claims (other than the Senior Secured Claims),
      including DIP Claims;

  (b) Unsecured Claims;

  (c) Cash Management Claims;

  (d) Claims of government entities including:

        (i) claims by Her Majesty in Right of Canada pursuant
            to subsections 224(1.2) and 224(1.3) of the Income
            Tax Act (Canada), R.S.C. 1985, c. 1 (5th Supp.)
            (ITA);

       (ii) claims pursuant to any provision of the Canada
            Pension Plan or the Employment Insurance Act that
            refers to subsection 224(1.2) of the ITA;

      (iii) claims pursuant to any provision of provincial
            legislation that has a similar purpose to
            subsection 224(1.2) of the ITA;

  (e) Claims of employees (Employee Priority Claims) as:

       (i) amounts equal to the amounts that employees and
           former employees would have been qualified to receive
           under paragraph 136(1)(d) of the BIA if the LP
           Entities had become bankrupt on the Filing Date; and

      (ii) claims for wages, salaries, commissions or
           compensation for services rendered after the Filing
           Date and before the Credit Acquisition Sanction Order
           Date or the Superior Cash Offer Sanction Order Date,
           whichever occurs, together with, in the case of
           travelling salespersons, disbursements properly
           incurred by them in and about the company's business
           during the same period;

  (f) Claims for the payment of any of amounts that, in respect
      of the period up to the Plan Implementation Date are due
      and remain unpaid to the funds established in respect of
      CCAA prescribed pension plans of the LP Entities (Pension
      Priority Claims):

        (i) an amount equal to the sum of all amounts that were
            deducted from the employees' remuneration for
            payment to the funds;

       (ii) if any of the CCAA prescribed pension plans is
            regulated by an Act of Parliament:

            (A) an amount equal to the normal cost, within the
                meaning of subsection 2(1) of the Pension
                Benefits Standards Regulations, 1985, that was
                required to be paid by the employer to the fund;
                and

            (B) an amount equal to the sum of all amounts that
                were required to be paid by the employer to the
                fund under a defined contribution provision,
                within the meaning of subsection 2(1) of the
                Pension Benefits Standards Act, 1985, and

      (iii) in the case of any other CCAA prescribed pension
            plan:

            (A) an amount equal to the amount that would be the
                normal cost, within the meaning of subsection
                2(1) of the Pension Benefits Standards
                Regulations, 1985, that the employer would be
                required to pay to the fund if the prescribed
                plan were regulated by an Act of Parliament; and

            (B) an amount equal to the sum of all amounts that
                would have been required to be paid by the
                employer to the fund under a defined
                contribution provision, within the meaning of
                subsection 2(1) of the Pension Benefits
                Standards Act, 1985, if the prescribed plan
                were regulated by an Act of Parliament; and

  (g) Claims for any fine, penalty, restitution order or other
      order similar in nature to a fine, penalty or restitution
      order, imposed by a court in respect of an offence and any
      interest owed in relation thereto.

Under the Plan, no holder of an Unaffected Claim will be entitled
to vote on or receive any distribution in respect of the
Unaffected Claim.

                    Classification of Claims

For the purpose of considering and voting upon the Plan and any
entitlement to receive distributions under the Plan, there will be
one Class of Senior Lenders consisting of all of the Senior
Lenders and each Senior Lender will be entitled to vote upon the
Plan as part of that Class in respect of its Senior Secured Claim
in accordance with the Initial Order.

               Treatment of Unaffected Creditors

(a) Payment of DIP Lenders

The DIP Claims will be repaid in full by the LP Entities to the
DIP Lenders on the Plan Implementation Date, or subject to
obtaining the prior written consent of the DIP Lenders (i) in the
case of the Credit Acquisition, assumed by Acquireco in accordance
with the Acquisition and Assumption Agreement, or (ii) in the case
of a Superior Cash Offer Transaction, otherwise dealt with in
accordance with that consent.

Acquireco refers to 7272049 Canada Inc., a corporation
incorporated pursuant to the Canada Business Corporations Act,
R.S.C., 1985 for the purpose of acquiring the Acquired Assets
pursuant to the Acquisition and Assumption Agreement and the Plan.

(b) Government Priority Claims

In the case of a Credit Acquisition, the Government Priority
Claims will at the election of Acquireco either be (i) paid by the
LP Entities on or before the Credit Acquisition Plan
Implementation Date, (ii) assumed by Acquireco on behalf of the
applicable LP Entities on the Credit Acquisition Plan
Implementation Date, or (iii) paid in full by the Monitor from the
Cash Reserve to Her Majesty in right of Canada or the applicable
province when due and, in any event, within six months after the
Credit Acquisition Sanction Order Date.

In the case of a Superior Cash Offer Transaction, the Government
Priority Claims will either be (i) paid by the LP Entities on or
before the Plan Implementation Date, or (ii) other arrangements
satisfactory to the Court will be made for the payment in full of
the Government Priority Claims to Her Majesty in right of Canada
or the applicable province when due and, in any event, within six
months after the Superior Cash Offer Sanction Order Date.

(c) Employee Priority Claims

In the case of a Credit Acquisition, at the election of Acquireco,
Employee Priority Claims will either be (i) paid by the LP
Entities on or before the Credit Acquisition Sanction Order Date,
or (ii) paid immediately after the Credit Acquisition Sanction
Order Date from funds set aside for that purpose on terms
satisfactory to the Court on or before the date.

In the case of a Superior Cash Offer Transaction, the Employee
Priority Claims will either be (i) paid by the LP Entities on or
before the Superior Cash Offer Sanction Order Date, or (ii) paid
immediately after the Superior Cash Offer Sanction Order Date from
funds set aside for that purpose on terms satisfactory to the
Court on or before the date.

(d) Pension Priority Claims

In the case of a Credit Acquisition, at the election of Acquireco
either (i) Pension Priority Claims will be paid by the LP Entities
on or before the Credit Acquisition Plan Implementation
Date, (ii) assumed by Acquireco on behalf of the applicable LP
Entities on the Credit Acquisition Plan Implementation Date, (iii)
paid in full by the Monitor from the Cash Reserve on or following
the Credit Acquisition Plan Implementation Date, or (iv) other
arrangements satisfactory to the Court will be made for payment in
full of the Pension Priority Claims on or following the Credit
Acquisition Plan Implementation Date.

In the case of a Superior Cash Offer Transaction, either Pension
Priority Claims will either be paid (i) by the LP Entities on or
before the Superior Cash Offer Plan Implementation Date, or (ii)
immediately after the Superior Cash Offer Plan Implementation Date
from funds set aside for that purpose on terms satisfactory to the
Court on or before the date.

(e) Prior Ranking Secured Claims

In the case of a Credit Acquisition, at the election of Acquireco
either (i) Prior Ranking Secured Claims will be paid by the LP
Entities on or before the Credit Acquisition Plan Implementation
Date, (ii) Prior Ranking Secured Claims will be assumed by
Acquireco on behalf of the applicable LP Entities on the Credit
Acquisition Plan Implementation Date, or (iii) arrangements
satisfactory to the Court will be made for the property subject to
security in respect of the Prior Ranking Secured Claim to be
released to the holder of the Prior Ranking Secured Claim on or
after the Plan Implementation Date.

In the case of a Superior Cash Offer Transaction, either (i) Prior
Ranking Secured Claims will be paid by the LP Entities on or
before the Superior Cash Offer Plan Implementation Date,
(ii) the property subject to security in respect of Prior Ranking
Secured Claim will be released to the holder of the Prior Ranking
Secured Claim on or after the Plan Implementation Date, or (iii)
other arrangements satisfactory to the Court will be made for the
payment of the Prior Ranking Secured Claims.

(f) Cash Management Claims

In the case of a Credit Acquisition, at the election of Acquireco
either (i) Cash Management Claims will be assumed by Acquireco on
behalf of the applicable LP Entities, or (ii) other arrangements
satisfactory to the Administrative Agent will be made for the
payment in full of the Cash Management Claims.

In the case of a Superior Cash Offer Transaction, arrangements
satisfactory to the Administrative Agent will be made for the
payment in full of the Cash Management Claims on the Superior Cash
Offer Plan Implementation Date.

                  Treatment of Senior Lenders

On the Plan Implementation Date, the treatment of Senior Secured
Claims under the Plan will be final and binding on the LP Entities
and all Senior Lenders.

(a) Voting

Each Senior Lender will be entitled to vote to the extent that its
Senior Secured Claim is an Accepted Senior Voting Claim on the
second Business Day immediately prior to the date of the Senior
Lenders Meeting.  None of the LP Entities will be entitled to vote
on the Plan.

(b) Exchange of Senior Secured Claims

On and after the Credit Acquisition Plan Implementation Date, each
Senior Lender will be entitled to receive Acquireco Debt and
Acquireco Equity in accordance with the Acquireco Capitalization
Term Sheet on account of its Proven Senior Secured Claim, with
Unpaid Interest either paid on the Plan Implementation Date or
assumed by Acquireco.  Each Senior Lender will be entitled to
receive its Pro Rata Share of the Reference Amount in repayment of
its Senior Secured Claim.

The Acquireco Capitalization Term Sheet contains the confidential
Summary of Terms and Conditions for the Initial Capitalization of
Acquireco that is posted as of the Filing Date on the IntraLinks
site established by the Administrative Agent solely for that
purpose for the Senior Lenders.

(c) Repayment of Senior Secured Claims

On and after the Superior Cash Offer Plan Implementation Date,
each Senior Lender will be entitled to receive its Pro Rata Share
of the Reference Amount in repayment of its Senior Secured Claim.

(d) Unresolved Senior Claims Reserve

The Monitor will establish the Unresolved Senior Claims Reserve on
the Plan Implementation Date.

In the case of a Credit Acquisition:

  (a) the Unresolved Senior Claims Reserve will be comprised of
      Acquireco Debt, Acquireco Equity and cash reserved out of
      the LP Entity Cash and Cash Equivalents;

  (b) the aggregate value of the Acquireco Debt and Acquireco
      Equity to be included in the Unresolved Senior Claims
      Reserve will be equal to the value of Acquireco Debt and
      Acquireco Equity that would have been distributed in
      respect of the Unresolved Senior Claims if the full
      amounts of the Unresolved Senior Claims were Proven Senior
      Secured Claims on the Credit Acquisition Plan
      Implementation Date;

  (c) the aggregate amount of the cash to be included in the
      Unresolved Senior Claims Reserve will be equal to the
      amount of all Unpaid Interest on Unresolved Senior Claims
      as of the Credit Acquisition Plan Implementation Date that
      would have been paid to the Senior Lenders holding the
      Unresolved Senior Claims if the full amounts of the
      Unresolved Senior Claims were Proven Senior Secured Claims
      on the Credit Acquisition Plan Implementation Date; and

  (d) not later than 15 days following the Final Determination
      Date, the Monitor will distribute from the Unresolved
      Senior Claims Reserve to the Persons entitled in
      accordance with the Plan and the Acquireco Capitalization
      Term Sheet Acquireco Debt and Acquireco Equity in respect
      of any Senior Secured Claims that were Unresolved Senior
      Claims.  Following the distribution, any balance of
      Acquireco Debt and Acquireco Equity that forms part of
      the Unresolved Senior Claims Reserve will be distributed
      to the Persons entitled in accordance with the Plan and
      the Acquireco Capitalization Term Sheet that all Acquireco
      Debt and Acquireco Equity will have been distributed in
      accordance with the Plan and the Acquireco Capitalization
      Term Sheet.  Any interest, distributions or other payments
      actually received by the Monitor will be distributed to
      the Persons receiving the applicable Acquireco Debt or
      Acquireco Equity in an amount equal to the aggregate
      amount of all Unpaid Interest on Senior Secured Claims
      that were Unresolved Senior Claims on the Credit
      Acquisition Plan Implementation Date that subsequently
      became Proven Senior Secured Claims.  Any balance of cash
      that forms part of the Unresolved Senior Claims Reserve
      together with any interest actually received by the
      Monitor will be paid to Acquireco; and

In the case of a Superior Cash Offer Transaction:

  (a) the Unresolved Senior Claims Reserve will be comprised of
      cash in the amount that would have been paid to the Senior
      Lenders holding Unresolved Senior Claims if the full
      amount of all Unresolved Senior Claims were Proven Senior
      Secured Claims on the Plan Implementation Date; and

  (b) not later than 15 days following the Final Determination
      Date, the Monitor will distribute from the Unresolved
      Senior Claims Reserve cash plus any interest actually
      received by the Monitor, to those Senior Lenders whose
      Unresolved Senior Claims are determined to be Proven
      Senior Secured Claims after the Plan Implementation Date,
      following which distribution, any balance of the cash,
      together with any interest actually received by the
      Monitor will be paid to the LP Entities or as otherwise
      directed in the Superior Cash Offer Sanction Order.

                      Credit Acquisition

In the event that the Plan is accepted by the Senior Lenders, on
the Credit Acquisition Sanction Order Trigger Date, the LP
Entities, and The Bank of Nova Scotia, as Administrative Agent for
the Senior Lenders under the Senior Credit Agreement, acting in
consultation with the Steering Committee may apply for the Credit
Acquisition Sanction Order.

The Senior Credit Agreement is the Credit Agreement dated as of
July 10, 2007, between CanWest MediaWorks Limited Partnership, as
Borrower, the Guarantors party thereto from time to time, as
Guarantors, the Lenders party thereto from time to time as Lenders
and the Administrative Agent on behalf of the Lenders.

The Credit Acquisition Sanction Order Trigger Date is the
earliest to occur of these events: (i) the determination that
the Sale and Investor Solicitation Process will not proceed to
Phase 2, (ii) the determination by the Monitor in accordance with
the SISP that it will be unable to obtain a Successful Bid by the
Phase 2 Bid Deadline, (iii) no Qualified Bid is received by the
Phase 2 Bid Deadline that constitutes a Superior Offer, and (iv)
no Superior Offer results in the completion of a transaction on or
before the date that is 60 days following the Phase 2 Bid
Deadline.

A Credit Acquisition Sanction Order refers to an order approving
the transactions contemplated in the Acquisition and Assumption
Agreement, (ii) sanctioning the Plan pursuant to the provisions of
the CCAA, (iii) vesting in CPI all of the right, title and
interest in and to the Canwest Books Assets, Canwest GP Assets and
CLP Assets, (iv) vesting in Acquireco all right, title and
interest in and to the Senior Secured Claims and the Senior
Security, (v) vesting in Acquireco all right, title and interest
in and to the Acquired Assets, and (vi) vesting in Acquireco any
amounts in the Cash Reserve Account that are not used by the
Monitor to pay Cash Reserve Costs in accordance with the Cash
Reserve Order.

The implementation of the Credit Acquisition is conditional, among
others, upon the fulfillment or satisfaction of these conditions,
on or before June 30, 2010, as the date may be extended from time
to time by the Administrative Agent:

  (a) the Credit Acquisition Sanction Order will have been made
      and be in form and substance satisfactory to the
      Administrative Agent, acting in consultation with the
      Steering Committee and will have become a Final Order;

  (c) there will be outstanding no order or decree restraining
      or enjoining the consummation of the transactions
      contemplated by the Plan;

  (d) all amounts secured by charges created by the Initial
      Order will have been paid by the LP Entities or assumed by
      Acquireco or provision acceptable to the Court, therefore,
      will have been made by way of the Cash Reserve;

  (e) each condition in favor of the LP Entities pursuant to
      the Acquisition and Assumption Agreement between Acquireco
      and the LP Entities will have been fulfilled or performed
      or have been waived by the LP Entities;

  (f) the LP Entities will have complied with all of their
      obligations under the Initial Order and the Support
      Agreement or the requirement to comply with the
      obligations will have been waived by the Administrative
      Agent acting in consultation with the Steering Committee;
      and

  (g) each condition in favor of Acquireco pursuant to the
      Acquisition and Assumption Agreement will have been
      fulfilled or performed or have been waived by Acquireco in
      its discretion.

                Superior Cash Offer Transaction

In the event that the Plan is accepted by the Class in accordance
with Section 7.2 and a Superior Cash Offer is received and is to
be closed not later than 60 days after the Phase 2 Bid Deadline,
the LP Entities will apply for the Superior Cash Offer Sanction
Order and not the Credit Acquisition Sanction Order.

A Superior Cash Offer Sanction Order would mean an order in form
and substance satisfactory to the Administrative Agent, acting in
consultation with the Steering Committee, (i) approving the
Superior Cash Offer Transaction, (ii) sanctioning the Plan
pursuant to the provisions of the CCAA, and (iii) approving the
distribution to and acceptance by the Senior Lenders of the
Reference Amount calculated as of the Plan Implementation Date in
full and final satisfaction of the Senior Secured Claims.

The implementation of a Superior Cash Offer Transaction is
conditional upon, among others, the fulfillment of these
conditions within 60 days after the Phase 2 Bid Deadline, or
longer period as permitted pursuant to the Sale and Investor
Solicitation Process:

  (a) the Superior Cash Offer Sanction Order will have been
      made and will have become a Final Order;

  (b) there will be outstanding no order or decree restraining
      or enjoining the confirmation of the transactions
      contemplated by the Plan;

  (c) the Administrative Agent will have received, or escrow
      arrangements satisfactory to the Administrative Agent
      will have been made to ensure that it receives on the
      Superior Cash Offer Plan Implementation Date, from or on
      behalf of the LP Entities in immediately available funds
      an amount equal to the aggregate amount of all
      Implementation Senior Secured Claim Amounts plus Unpaid
      Interest plus all Administrative Agent Claims less the
      Discount Amount for distribution to the Senior Lenders in
      indefeasible repayment in full of the Senior Secured
      Claims in accordance with the terms of the Senior Credit
      Agreement, the Hedging Agreements and the Collateral
      Agency Agreement; and

  (d) the Monitor will have received, or escrow arrangements
      satisfactory to the Administrative Agent will have been
      made to ensure that the Monitor receives, from or on
      behalf of the LP Entities in immediately available funds
      an amount equal to the amount of the Unresolved Senior
      Claims Reserve.

                     Plan Administration

Subject to the provisions of the Plan, the Monitor will, after the
Plan Implementation Date, continue to exercise the powers and
authorities previously granted to the Monitor by the Court or
pursuant to the CCAA.  After the Credit Acquisition Plan
Implementation Date, no material decisions or steps will be taken
by the Monitor in respect of the administration of the Cash
Reserve or the Unresolved Senior Claims Reserve without obtaining
either the prior written consent of the Administrative Agent in
consultation with the Steering Committee or prior approval of the
Court on notice to the Administrative Agent.

The Monitor will establish the Cash Reserve on the Credit
Acquisition Plan Implementation Date in accordance with the Cash
Reserve Order.  From time to time, after the Credit Acquisition
Plan Implementation Date, the Monitor may (i) pay from the Cash
Reserve the Cash Reserve Costs, and (ii) reduce the amount of the
Cash Reserve as and to the extent it is no longer required to
satisfy the Cash Reserve Costs by distributing to Acquireco, the
amount of the reductions, in each case in accordance with the Cash
Reserve Order.  Any residual balance in the Cash Reserve after the
payment of the Cash Reserve Costs will be an asset of and owned by
Acquireco.

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

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

                       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).


CANWEST GLOBAL: Noteholders Extend Approval Date for Plan
---------------------------------------------------------
Canwest Global Communications Corp ("Canwest" or the "Company")
announced it has agreed with the members of the ad hoc committee
of 8% senior subordinated noteholders (the "Ad Hoc Committee") of
Canwest Media Inc ("CMI") to extend to March 26, 2010, the date by
which a recapitalization plan of the Company, CMI and certain of
their subsidiaries must be approved by creditors under the terms
of the Support Agreement and the Use of Cash Collateral and
Consent Agreement.  The previous deadline to receive creditor
approval was January 30, 2010.

The Company also announced that CIT Business Credit Canada Inc.
has agreed to a corresponding amendment of the terms of the credit
facility agreement (the "CIT Credit Agreement") pursuant to which
debtor-in-possession financing has been provided to Canwest in
connection with its ongoing restructuring.

As previously disclosed, Canwest is required to file a consensual
recapitalization plan with the Ontario Superior Court of Justice
(Commercial Division) no later than the twenty-first day prior to
the meeting of the creditors to be called for approval of the
plan.  The terms of the amended Support Agreement, the Use of Cash
Collateral and Consent Agreement and the CIT Credit Agreement
continue to contemplate successful implementation of the
recapitalization plan by April 15, 2010.

The extension of the date for creditor approval of the plan
provides Canwest with additional time to develop, in consultation
with the members of the Ad Hoc Committee, a comprehensive plan for
an orderly and structured recapitalization for the benefit of all
of the Company's stakeholders.

                       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).


CCS MEDICAL: Second Confirmation Hearing Set for March 11
---------------------------------------------------------
CCS Medical Inc. will present another reorganization plan for
confirmation at a hearing on March 11.  Objections to CCS
Medical's plan are due March 5.  Deadline to submit ballots on the
Plan is also on March 5.

Bill Rochelle at Bloomberg News reports that the new plan
contemplates an auction, which deals with the valuation problem
that caused the failure of CCS's prepackaged plan of
reorganization.  The auction is to take place February 15.  If the
auction brings a cash price of more than $295 million, the
successful bidder can buy either the stock or the assets.  If the
best price is less than $295 million, the first-lien lenders owed
$349 million have the option of going ahead with the sale at the
lower price or confirming a stand-alone plan where they will
exchange their debt for all the new equity plus $200 million in
new debt.

According to the report, second-lien lenders, owed $113 million,
don't stand to see a recovery unless the sale price is enough to
pay off senior lenders.  Lenders holding $83 million in secured
subordinated pay-in-kind notes also aren't likely to see a
distribution.  If there is no sale and the senior lenders end up
as owners, they will make a gift so that unsecured creditors with
$9.1 million in claims will recover 2.4 percent.

A copy of CCS Medical's Second Amended Plan is available for free
at http://bankrupt.com/misc/CCS_2ndAmended_Plan.pdf

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.

                        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.


CELL THERAPEUTICS: Decreases Net Loss by 42% in 2009
----------------------------------------------------
Cell Therapeutics, Inc., on Thursday reported accomplishments
and financial results for the fourth quarter and year ended
December 31, 2009.

For the quarter ended December 31, 2009, total net operating
expenses were approximately $26.2 million, compared to
$11.2 million for the same period in 2008.  The increase in total
net operating expenses was mainly a result of a non-cash equity
based compensation expense of $11.7 million for the quarter ended
December 31, 2009, and a $9.4 million gain on the sale of Zevalin
to a 50/50 owned joint venture with Spectrum that was recognized
in the quarter ended December 31, 2008.  Research and development
expenses decreased by 15% to $7.3 million compared to $8.6 million
for the same period in 2008.  Net loss attributable to common
shareholders decreased by 34% to $27.4 million ($0.05 per share),
compared to a net loss attributable to common shareholders of
$41.3 million ($0.52 per share) for the same period in 2008.  The
decrease in net loss for the quarter ended December 31, 2009, is
mainly a result of the decrease in expenses associated with
financings for the quarter ended December 31, 2009, compared to
the expenses associated with financings incurred in the same
period in 2008.

For the year ended December 31, 2009, total net operating expenses
decreased to $81.6 million, compared to $88.7 million for the same
period in 2008. Research and development expenses decreased by 42%
to $30.2 million compared to $51.6 million for the same period in
2008. Net loss attributable to common shareholders decreased 42%
to $116.8 million ($0.25 per share), compared to a net loss
attributable to shareholders of $202.9 million ($7.00 per share)
for the same period in 2008. The decrease in net loss for the year
ended December, 31, 2009, compared to the same period in 2008 is
mainly the result of a decrease in research and development
expenses and expenses associated with financings.

As of December 31, 2009, CTI had approximately $37.8 million in
cash, cash equivalents and securities available-for-sale; negative
working capital of $21.6 million; total assets of $69.6 million;
convertible debt of $62.1 million; accumulated deficit of
$1.42 billion; and shareholders' deficit of $18.8 million.  This
does not include approximately $28.2 million in net proceeds, the
Company received in January 2010 in connection with a registered
offering of preferred stock and warrants.

Review of 2009 Key Accomplishments and Targeted 2010 Milestones

     -- Pixantrone New Drug Application for relapsed/refractory
        aggressive non-Hodgkin's lymphoma filed with the U.S. Food
        and Drug Administration and accepted for review in 2009.
        The FDA established Prescription Drug User Fee Act (PDUFA)
        date of April 23, 2010.

     -- Initiated a Marketing Authorization Application for
        pixantrone in Europe in 2009 and received Orphan Drug
        Designation by the European Medicines Agency.  CTI expects
        to file a Marketing Authorization Application in mid-2010.

     -- Phase II clinical data on OPAXIO demonstrated high rates
        of pathologic complete remissions for treatment of
        patients with advanced esophageal cancer paving way for
        potential registration trial as radiation sensitizer.  CTI
        expects to meet with the FDA in the first half of 2010 to
        discuss a potential registration trial for OPAXIO as a
        radiation sensitizer.

     -- Decreased debt in 2009 by $57.4 million through exchanges
        and eliminated all of outstanding preferred stock.

     -- Added in 2009 to the Russell 2000, 3000 and Global Indices
        as well as the Nasdaq Global Biotechnology Index.

     -- Adopted Shareholder Rights Plan designed to deter coercive
        takeover tactics, and to prevent an acquirer from gaining
        control of CTI without offering a fair price to all of
        CTI's shareholders.

     -- Received net proceeds of $136 million in 2009 through sale
        of Zevalin and investments by institutions to fund
        operations and decrease debt.

"In 2009 we focused on streamlining our operations, improving our
balance sheet and supporting our late stage product to position us
for the potential commercialization of a CTI product," stated
James A. Bianco, M.D., CEO of CTI.  "We look forward to presenting
the benefit-risk pixantrone data to the Oncologic Drugs Advisory
Committee at the meeting which is being rescheduled especially in
light of the completion of the updated study overall survival
results."

                     About Cell Therapeutics

Headquartered in Seattle, Cell Therapeutics, Inc. (NASDAQ and MTA:
CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company that develops an integrated portfolio of
oncology products aimed at making cancer more treatable.
Subsequent to the closure of its Bresso, Italy operations in
September 2009, CTI's operations are conducted solely in the
United States.

                      Bankruptcy Warning

In its Form 10-Q report for the period ended September 30, 2009,
filed with the Securities and Exchange Commission, the Company
warned it does not expect it will have sufficient cash to fund
planned operations through the second quarter of 2010, which
raises substantial doubt about its ability to continue as a going
concern.  The Company said if it fails to obtain capital when
required, the Company said it may be required to delay, scale
back, or eliminate some or all of its research and development
programs and may be forced to cease operations, liquidate its
assets and possibly seek bankruptcy protection.


CHRYSLER LLC: 35 Ex-Dealers Seek to Restore Franchises
------------------------------------------------------
Thirty-five terminated dealers of Chrysler Group LLC in Minnesota
sought immediate reinstatement of their franchises through
federal binding arbitration, according to a report by Star
Tribune.

"Dealers fought hard for these arbitration proceedings to happen
and are grateful to Congress for acting on their concerns.  I am
confident that we will be successful," Star Tribune quoted Scott
Lambert, executive vice-president of Minnesota Automobile Dealers
Association, as saying.

The move came following the passage of a bill in December 2009
which gives dealers of Chrysler Group and another bankrupt auto
maker, General Motors Corp., a chance to challenge or reconsider
prior decisions to close the dealers.  It establishes a binding
arbitration process to determine whether dealerships ought to be
reinstated.

Chrysler Group terminated 789 dealers as part of the sale of its
assets to Italy-based auto maker Fiat S.p.A. while GM indicated it
would terminate about 2,000 underperforming dealers by October of
this year.

Mr. Lambert cautioned MADA members during a meeting that
arbitration is a "stressful and expensive process."

"Dealers and the manufacturers will spend millions if each
arbitration is played out.  It strikes us as ultimately a waste of
time, energy and money," Star Tribune quoted Mr. Lambert as
saying.

The association did not release names of dealers who applied for
arbitration.

Chrysler group, in a January 28 statement, announced that 409
dealers whose contracts were rejected have filed for arbitration
as of January 27, and that it is readying itself to actively
participate in the process.

"The company looks forward to the expeditious completion of the
process.  A robust dealer network is a critical component of
Chrysler Group's strategy of rebuilding a strong and resilient
American automaker," the statement said.

                     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: Ex-Dealers First In Line for New Franchises
---------------------------------------------------------
Former dealers of Chrysler Group LLC in Colorado who were stripped
of their franchises following the automaker's bankruptcy would
have right of first refusal to get them back under a bill recently
approved by a state House of Representatives committee, according
to a report by Denver Business Journal.

HB 1049, which was approved unanimously by the committee, would
require auto makers that want to reopen an area franchise to offer
it to the former dealer for 10 years from the day their franchise
agreements were terminated.  The auto makers would also be
required to reimburse the dealers for any facility upgrades that
they made in the five years before they were closed down for
insolvency reasons, Denver Business Journal reported.

Chrysler terminated 789 dealers last year as part of the sale of
its assets to Italy-based auto maker Fiat S.p.A.

Geoff Blue, Colorado's deputy attorney general for legal policy,
said that his office believes HB 1049 is constitutional and is
willing to defend it in court if the state is sued by the auto
makers, according to the report.

So far, four states have passed bills similar to Colorado's.
Chrysler is appealing those laws to a bankruptcy court, saying
that requiring it to offer back franchises is inconsistent with
the bankruptcy court's order which authorized the rejection of its
contracts with the dealers.

                     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: Jones Day Charges $5.9 Mil. for Sept.-Dec.
--------------------------------------------------------
Professionals retained in connection with the Debtors' bankruptcy
cases filed applications for payment of fees and reimbursement of
expenses for the specified period:

Professional        Applicable Period           Fees   Expenses
------------        -----------------           ----   --------
Schulte Roth &      09/01 to 12/31/09        $30,468     $6,609
Zabel LLP

Cahill Gordon &     09/01 to 12/31/09        236,940      3,567
Reindel LLP

Kramer Levin        09/01 to 12/31/09        640,804     43,589
Naftalis &
Frankel LLP

Mesirow Financial   09/01 to 12/31/09        148,046          0
Consulting LLC

Jones Day           09/01 to 12/31/09      5,946,182    137,229

Capstone Advisory   09/01 to 12/31/09      3,479,643    286,163
Group LLC

Togut Segal & Segal 09/01 to 12/31/09        544,998      1,724
LLP

In a separate filing, Togut Segal notified the Court that
effective as of January 1, 2010, its standard hourly rate are:

    Partners                    $800 to $935
    Associates & counsel        $275 to $720
    Paralegals & law clerks     $185 to $285

For December 2009 alone, Togut Segal seek $78,766 in fees and
reimbursement of expenses incurred totaling $381.

Jones Day also notified the Court that it has revised its standard
hourly rates effective as of January 1.

A table identifying each Jones Day professional's current hourly
rate and the prior hourly rate before the Rate Changes is
available for free at http://bankrupt.com/misc/ChrysJD01rates.pdf

The Court will conduct a hearing on February 18, 2010 to consider
certain of the Professionals' interim fee applications.

                     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: Mercedes-Benz Objects to Sale of Equipment
--------------------------------------------------------
Eric Morath at Dow Jones' Daily Bankruptcy Review reports that
Mercedes-Benz is objecting to Chrysler LLC's bid to sell off some
specialized equipment from a hybrid vehicle laboratory that it
once shared with Mercedes.

Old Chrysler is seeking to sell the equipment, which is used for
the development of prototype hybrid engines -- along with supplies
and spare parts found in several vacated facilities, to New
Chrysler.

Dow Jones says Mercedes contends the equipment is not Chrysler's
to sell.  Mercedes says it owns the devices and that Chrysler has
no right to them.  Mercedes wants the equipment removed from the
sale so that it can continue to negotiate a settlement to its
dispute with the Debtors.

Dow Jones says Mercedes told Chrysler not bother looking for
testing and development equipment at the old lab.  Dow Jones says
Mercedes indicated the equipment has been moved to a Mercedes new
hybrid development center, 25 miles away.

                     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)

Dow Jones notes both auto makers formerly operated under the
Daimler umbrella.  Dow Jones also relates both automakers have
been fighting over the equipment since Chrysler left the Troy,
Michigan, facility a few months before it filed for Chapter 11
protection.


CIT GROUP: Taxpayers' $2.3-Bil. Stake Wiped Out, Treasury Says
--------------------------------------------------------------
According to Meena Thiruvengadam at The Wall Street Journal, a
U.S. Treasury report released Wednesday said U.S. taxpayers' $2.3
billion stake in CIT Group Inc. has officially been wiped out.

The Treasury extended financing to CIT from the Troubled Asset
Relief Program in December 2008.  CIT winded up in Chapter 11
bankruptcy roughly 11 months later.

Citing Linda Shen at Bloomberg News, the Troubled Company Reporter
on February 9, 2010, said CIT disclosed that the U.S. Treasury
doesn't have a stake in the company anymore.  "While the U.S.
Treasury no longer has an investment in CIT, we are generally
endeavoring to apply Treasury governance best practices," CIT
spokesman Curt Ritter said in an e-mailed statement to Bloomberg
News.

Bloomberg noted that the Treasury said in a filing earlier this
month that it still held "contingent value rights," which CIT had
distributed to preferred shareholders as part of its bankruptcy
reorganization.

On February 9, CIT said that since the terms for distribution of
common shares to holders of its Contingent Value Rights were not
met as of the February 8, 2010 Measurement Date, they have expired
without value.

According to the Journal, despite the CIT Group loss, which was
expected, and other likely taxpayer losses, the Treasury expects
the cost of TARP will continue to fall from the current level, of
just under $120 billion.  The Treasury is expecting its losses on
financial-sector rescue efforts to largely stem from aid provided
to domestic auto makers, American International Group and
government sponsored enterprises Fannie Mae and Freddie Mac.

"If Congress joins the President in adopting a Financial Crisis
Responsibility Fee, Americans will not have to pay one cent for
TARP," Treasury Secretary Timothy Geithner said in a statement
released on Wednesday, according to the Journal.

                          About CIT Group

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

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

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

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


CITADEL BROADCASTING: Cash Collateral Hearing Moved to March 3
--------------------------------------------------------------
The final hearing to consider approval of Citadel Broadcasting
Corp.'s request for authority to use Cash Collateral has been
adjourned to March 3, 2010.

The objection deadline with respect to the Cash Collateral Motion
has been extended solely for the statutory committee of unsecured
creditors appointed in the Chapter 11 cases to February 24,
2010, at 5:00 p.m. (ET).

Prior to the adjournment of the hearing, the Debtors filed a copy
of a 13-Week Cash Flow Forecast ending March 19, 2010, a full-
text copy of which is available for free at:

             http://bankrupt.com/misc/Ctdl13wkCflow.pdf

                    About Citadel Broadcasting

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

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

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


CITADEL BROADCASTING: Gets Final Nod to Pay Station Affiliates
--------------------------------------------------------------
The Bankruptcy Court has issued a final order authorizing Citadel
Broadcasting Corp. and its units to pay or honor prepetition
claims and obligations due and owing to the Debtors' "On-Air
Talent and Station Affiliates" in the ordinary course of their
operations, provided that the Debtors will not pay an amount
aggregating in excess of $10,000,000 on account of Talent
Obligations, Affiliate Obligations and Programming Obligations,
without conferring with the U.S. Trustee and the
Official Committee of Unsecured Creditors.

To recall, the Debtors asked the Court to expand the relief
granted in the Interim Talent and Affiliate Order to include the
authority to pay prepetition amounts that are owing to producers
of certain programming that is essential to the Debtors'
generation of revenues and operational success.  The approximate
amount of the Programming Obligations that the Debtors asked
permission to pay was $250,000.

                    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: Sec. 341 Meeting Set for February 22
----------------------------------------------------------
A meeting of the creditors of Citadel Broadcasting Corporation
and its debtor-affiliates has been scheduled for February 22,
2010, at 02:00 p.m. (EST).  The meeting will be held at the office
of the U.S. Trustee located at 80 Broad Street, 4th Floor, in New
York.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtors' representative under
oath about the Debtors' financial affairs and operations that
would be of interest to the general body of creditors.

                    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: Barclays to Acquire Italian Credit Card Business
---------------------------------------------------------------
Barclays Bank PLC has agreed to acquire the Italian credit card
business of Citibank International Bank plc.

Barclays will acquire the business as a going concern which
involves the acquisition of approximately 197,000 credit card
accounts and gross assets of approximately EUR234 million (as at
December 31, 2009), of which substantially all relate to
receivables.  Barclays intends to integrate the Business and its
employees into its existing Barclays Italy business, which is part
of Global Retail and Commercial Banking - Western Europe division.

Over time, Barclays intends to rebrand the acquired credit cards
with its global Barclaycard brand.

Completion is subject to customary conditions, including
competition clearance and completion of the mandatory consultation
procedure with Unions.  This is expected to occur in the first
quarter of 2010.

Leo Salom, Chief Executive of Barclays Global Retail and
Commercial Banking - Western Europe, said, "This acquisition
provides Barclays with the perfect opportunity to grow and develop
further our cards business in Italy. The deal will create
significant scale for continued growth and development".

                        About Barclays PLC

Barclays -- http://www.barclays.com/-- is a major global
financial services provider engaged in retail and corporate
banking, credit cards, investment banking, wealth management and
investment management services, with an extensive international
presence in Europe, the Americas, Africa and Asia. With over 300
years of history and expertise in banking, Barclays operates in
over 50 countries and employs over 145,000 people.  Barclays
moves, lends, invests and protects money for more than 49 million
customers and clients worldwide.

                       About Barclays Italy

Barclays has been present in Italy since 1990 through Woolwich,
Barclays mortgage arm.  Since the establishment of retail
operations three years ago, Barclays has hired over 1,000
employees and now operates through a network of more than 200
branches, 100 financial shops and with over 400 sales agents.
Barclays continues to pursue growth and additional hiring in
Italy.

                          About Citigroup

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

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

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

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


COEUR D'ALENE: Provides More Info. on $100-Mil. Notes Offering
--------------------------------------------------------------
Coeur d'Alene Mines Corporation filed certain exhibits in
connection with its public offering of $100,000,000 aggregate
principal amount of its Senior Term Notes due December 31, 2012,
and a number of shares of common stock of the Company equal to
$3,750,000 divided by 90% of the average of the four lowest daily
volume weighted average prices of the shares of common stock of
the Company during the ten trading days commencing February 8,
2010.

On February 5, 2010, the Company filed, pursuant to Rule 424(b)
under the Securities Act, a prospectus supplement, dated
February 5, 2010, relating to the public offering of the Shares
and the Notes. Settlement of the Shares is expected to occur on or
around February 23, 2010.  The Company issued and sold the Notes
on February 5, 2010.  The Notes were issued under an indenture,
dated as of February 5, 2010, between the Company and The Bank of
New York Mellon, as trustee, as supplemented by a first
supplemental indenture, dated as of February 5, 2010, among the
Company and the Trustee.

On August 31, 2009, Coeur d'Alene Mines Corporation filed an
automatically effective registration statement on Form S-3 with
the Securities and Exchange Commission, relating to the public
offering, pursuant to Rule 415 under the Securities Act of 1933,
as amended, of an unlimited amount of common stock, preferred
stock, debt securities, warrants, depositary shares, purchase
contracts, guarantees and units of the Company.

All amounts due under the notes may be paid in cash, shares of the
Company's common stock, or a combination of cash and shares of the
Company's common stock.  The stated rate of interest on the Notes
is 6.5%, but payments made under the notes will be computed to
give effect to recent share prices. Shares issued in payment of
amounts due under the notes will be valued at 90% of the average
of the four lowest daily volume weighted average prices of the
Company's common stock over a ten trading day period ending
shortly before the payment date.

Up to 50% of any payment may be paid in cash without any
adjustment to give effect to share prices. If the cash portion of
any payment exceeds 50%, then the excess cash amount will be paid
in an amount equal to the market value of the number of shares
that would have been issued for the excess amount if the Company
had paid the excess amount in common stock.  Principal and
interest on the Notes are payable quarterly on March 31, June 30,
September 30 and December 31 of each year, beginning on March 31,
2010.  The Notes mature on December 31, 2012, unless earlier
redeemed or repurchased by the Company.  The Notes are unsecured.

The Shares and the Notes were sold pursuant to a Securities
Purchase Agreement among the Company, Sonoma Capital Offshore,
Ltd., Sonoma Capital, L.P., Manchester Securities Corp, JGB
Capital L.P., JGB Capital Offshore Ltd. and SAMC LLC dated as of
February 5, 2010.  The closing of the sale of the Shares and the
Notes occurred on February 5, 2010.  The net proceeds payable from
the offering of the Shares and the Notes, after deducting fees and
expenses, were approximately $99.5 million and will be used for
general corporate purposes.

A full-text copy of the senior debt securities indenture is
available for free at http://ResearchArchives.com/t/s?5221

                    About Coeur d'Alene Mines

Coeur d'Alene Mines Corporation (NYSE:CDE, TSX:CDM, ASX:CXC) is
one of the world's leading silver companies and also a significant
gold producer.  Coeur common shares are traded on the New York
Stock Exchange under the symbol CDE, the Toronto Stock Exchange
under the symbol CDM, and its CHESS Depositary Interests are
traded on the Australian Securities Exchange under symbol CXC.

At September 30, 2009, the Company had $3,059,759,000 in total
assets, including cash and cash equivalents of $45,603,000;
against $193,341,000 in total current liabilities and $888,959,000
in total long-term liabilities.  At September 30, 2009, the
Company had accumulated deficit of $419,574,000 and stockholders'
equity of $1,977,459,000.  Coeur d'Alene Mines had $402.2 million
in accumulated deficit as of June 30, 2009.

As reported by the Troubled Company Reporter on August 11, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Coeur D'Alene Mines to 'B-' from 'CCC' and raised the
ratings on the company's $180 million senior unsecured notes due
2024 ($106 million outstanding) and $230 million senior unsecured
notes due 2028 ($150 million outstanding) to 'CCC+' from 'CCC-'.
The recovery rating on the notes remains unchanged at '5'.  S&P
removed the corporate credit and issue-level ratings from
CreditWatch, where they were placed with positive implications on
May 18, 2009.  The outlook is positive.


COHARIE HOG: Bankr. Administrator Says Panel Wants to Be Disbanded
------------------------------------------------------------------
Marjorie K. Lynch, the Bankruptcy Administrator for the Eastern
District of North Carolina, recommended that the U.S. Bankruptcy
Court terminate the official committee of unsecured creditors in
the Chapter 11 cases of Coharie Hog Farm, Inc.

The Bankruptcy Administrator related that:

   -- the members of the Committee communicated that they no
      longer wish to remain members of the Committee; and

   -- no further creditors of the Debtor have expressed interest
      in participating in the Committee.

Clinton, North Carolina based Coharie Hog Farm, Inc., says it has
been one of the largest swine producers in the U.S., supplying
more than 500,000 hogs a year to a plant operated by Smithfield
Foods Inc.  It produced more than 140 million pounds of pork
annually.  The closely held operation has six storage facilities
with 3.9 million bushels of capacity.  The business used more than
100 contract farmers to raise hogs for market.  Anne Faircloth
owns 75% of the Company and Nelson Waters owns the remaining
quarter.

Coharie Hog Farm filed for Chapter 11 on Nov. 6, 2009 (Bankr. E.D.
N.C. Case No. 09-09737). Terri L. Gardner, Esq., at Nelson Mullins
Riley & Scarborough, LLP, represents the Debtor in its Chapter 11
effort. The petition says assets and debts range from $10,000,001
to $50,000,000.


COHARIE HOG: Gets Final Okay to Use Cash Collateral
---------------------------------------------------
Coharie Hog Farm, Inc., obtained final authorization from the Hon.
J. Rich Leonard of the U.S. Bankruptcy Court for the Eastern
District of North Carolina to use the cash collateral of Cape Fear
Farm Credit, ACA, through June 15, 2010.

As reported by the TCR on December 7, 2009, the Debtor asked the
Court to hold the final hearing on the use of the cash collateral
on December 15, 2009, at 11:00 a.m., in Raleigh, North Carolina.
The final hearing was scheduled for November 30, 2009.  The Court
had approved, on an interim basis the Debtor's use of cash
collateral securing the prepetition loans from CFFC through the
week ending November 30, 2009, and also approved a $1.5 million
postpetition loan from CFFC to shore up the Debtor's cash needs
during the first weeks of operation in Chapter 11.

All post-petition collections will be deposited into a deposit
account (the DIP Account) maintained with BB&T upon which CFFC
will have a senior lien which will be deemed perfected and valid
against the Debtor, any trustee and all creditors without the need
for further action by CFFC or the Court, and the lien will survive
conversion to Chapter 7 and will be deemed perfected as against
competing interests.  BB&T agreed to recognize CFFC's first
priority adequate protection lien and accept direction from CFFC
with respect to the funds in the accounts without further orders
from the Court.  All interests of BB&T with respect to the funds
will be subordinate to the adequate protection lien.  Post-
petition expenses will be funded out of the DIP Account in
accordance with the budget, a copy of which is available for free
at http://bankrupt.com/misc/COHARIE_HOG_budget.pdf

CFFC will be adequately protected by the feeding, care and sale of
its collateral in an orderly manner with only those expenses
incurred that are needed to effectuate the liquidation in a prompt
manner.  CFFC will have a replacement and adequate protection of
CFFC's secured claim on all present and after-acquired personal
and real property of the Debtor.

CFFC will have an administrative expense claim with priority over
other administrative claims.

The Debtor will provide CFFC financial statements and reports.

Clinton, North Carolina based Coharie Hog Farm, Inc., says it has
been one of the largest swine producers in the U.S., supplying
more than 500,000 hogs a year to a plant operated by Smithfield
Foods Inc.  It produced more than 140 million pounds of pork
annually.  The closely held operation has six storage facilities
with 3.9 million bushels of capacity.  The business used more than
100 contract farmers to raise hogs for market.  Anne Faircloth
owns 75% of the Company and Nelson Waters owns the remaining
quarter.

Coharie Hog Farm filed for Chapter 11 on Nov. 6, 2009 (Bankr. E.D.
N.C. Case No. 09-09737). Terri L. Gardner, Esq., at Nelson Mullins
Riley & Scarborough, LLP, represents the Debtor in its Chapter 11
effort. The petition says assets and debts range from $10,000,001
to $50,000,000.


CONSECO INC: Columbia Wanger Beneficially Owns 10% of Common Stock
------------------------------------------------------------------
Columbia Wanger Asset Management, L.P., has filed with the
Securities and Exchange Commission Amendment No. 4 to its Schedule
13-G which was initially filed on January 22, 2008.

The CUSIP Number of the common stock is 208464883.

Columbia Wanger Asset Management, L.P. disclosed that it may be
deemed to beneficially own shares of Conseco inc's common stock:

                                         Shares
                                         Beneficially
   Company                               Owned         Percentage
   -------                               ------------  ----------
Columbia Wanger Asset Management, L.P.   25,139,000     10.0%

The shares reported herein include shares held by Columbia Acorn
Trust (CAT), a Massachusetts business trust that is advised by the
reporing person.  CAT holds 9.11% of the shares of Conseco Inc.

A full-text copy of the amended Schedule 13-G is available at no
charge at http://researcharchives.com/t/s?5245

                        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."


CRESCENT RESOURCES: Wants Bonus Program for Workers and Execs.
--------------------------------------------------------------
Crescent Resources LLC is seeking approval from the Bankruptcy
Court of a $4 million bonus program for all of its 218 employees
in which $3.5 million is earmarked for executives.  Bonuses for
each participant will be capped at the lesser of $500,000 or twice
an executive's base salary.  Payment of the bonuses, if approved
by the bankruptcy judge at a Feb. 19 hearing, will depend on
whether the company meets cash-flow targets.

Crescent Resources, LLC -- http://www.crescent-resources.com/--
is a land management and real estate development company with
interests in 10 states in the southeastern and southwestern United
States. Crescent Resources is a joint venture between Duke Energy
and Morgan Stanley Real Estate Fund.  Established in 1969,
Crescent creates mixed-use developments, country club communities,
single-family neighborhoods, apartment and condominium
communities, Class A office space, business and industrial parks
and shopping centers.

Crescent Resources, LLC, and its debtor-affiliates filed for
Chapter 11 protection on June 10, 2009, with the U.S. Bankruptcy
Court for the Western District of Texas (Austin), lead case number
09-11507, before Judge Craig A. Gargotta.  Eric J. Taube, Esq., at
Hohmann, Taube & Summers, L.L.P., is serves as the Debtors'
bankruptcy counsel.


CROWN HOLDINGS: Fitch Affirms Issuer Default Rating at 'BB-'
------------------------------------------------------------
Fitch Ratings has affirmed the ratings for Crown Holdings, Inc.,
and its subsidiaries Crown Cork & Seal Company, Inc., Crown
Americas, LLC, and Crown European Holdings, SA:

Crown

  -- Issuer Default Rating at 'BB-'.

CCS

  -- IDR at 'BB-';
  -- Senior unsecured notes at 'B+'.

CA

  -- IDR at 'BB-';
  -- Senior secured dollar term facility at 'BBB-';
  -- Senior secured dollar revolving facility at 'BBB-';
  -- Senior unsecured notes at 'BB-'.

CEH

  -- IDR at 'BB-';
  -- Senior secured euro term facility at 'BBB-';
  -- Senior secured euro revolving facility at 'BBB-';
  -- Senior secured euro 1st priority notes at 'BBB-' .

The Rating Outlook has been revised to Positive from Stable.

The ratings affirmation of Crown reflects the stability in the
company's cash flows despite a challenging economic environment
that pressured volumes in certain segments although cost
containment measures, including restructuring and price increases,
have led to continued profitability improvements.  Fitch also
believes the geographical diversification across both mature and
emerging markets with a diverse customer mix results in a more
balanced revenue stream that lends greater stability through
economic cycles.  In addition, Crown's credit profile has
strengthened through debt repayment, an improved maturity profile
and increased liquidity that has resulted in leverage and interest
coverage improvements.  Fitch further expects Crown's operational
prospects and credit profile to strengthen during 2010.  As a
result, the Outlook has been revised to Positive.  Adjusted
leverage (including accounts receivable securitization and lease
expense) at the end of 2009 was 3.3 times compared with 3.7x at
the end of 2008.

Based upon its strengths, Fitch believes Crown is well-positioned
to sustain operating free cash flow levels.  Free cash flow for
2009 was $489 million (including minority interest distributions)
and incorporated a material positive component from working
capital.  Other cash obligations included pension contributions of
$74 million and asbestos payments of $26 million that should
continue at similar levels for 2010.  Crown also paid $87 million
in minority interests distributions associated with the company's
joint venture beverage can operations that likely should be of
comparable nature in 2010.  Fitch believes that it's reasonable
that underlying volume demand should continue to recover in 2010
and result in growth compared to 2009 as the company additionally
benefits from new capacity coming on line thus driving revenue
growth.  Consequently, with expectations for stable profitability,
Fitch anticipates at least modest growth in EBITDA for 2010.

Expectations are for the company to use a significant portion of
its free cash flow in 2010 for further debt reduction with the
company likely focusing on its near-term maturities (2011 and
2013) or potentially reducing outstandings under its accounts
receivable securitization program.  With the company nearing its
net leverage goal of 2.0x or less, Fitch expects the company will
consider using some excess cash for shareholder based initiatives
like share repurchases.  Crown has a $500 million share repurchase
program that expires at the end of 2010 with $467 million of
availability.  With the improvement in its credit profile and
considerable free cash generation, Crown certainly has capacity to
consider acquisitions, but Fitch believes any acquisition would
likely be of smaller size as opportunities for a larger
acquisition appear limited at this time.  By the end of 2010,
Fitch expects adjusted leverage in the range of 2.7-2.9x.

Crown's liquidity is good, in excess of $1 billion, with
$459 million of cash and $758 million under its revolving credit
facility less $84 million of outstanding letters of credit and
$113 million drawn on the revolver.  In addition, the company has
capacity under its securitization program, which totaled
$232 million at the end of 2009.  Crown has a committed
$225 million North American and Euro120 million European
securitization facilities, which mature in March 2010 and June
2010, respectively.  Crown's secured revolving credit facilities
mature in May 2011.  Fitch expects Crown to address the maturities
with its accounts receivable program and the credit facility in
the next couple of quarters.  As a result of past deleveraging and
cash flow growth, Crown currently has a considerable cushion under
its covenants, and Fitch believes the company should be able to
maintain ample cushion even though the covenants tightened at the
end of 2009.

Current maturities are relatively modest during the next two
years.  During 2009, Crown improved its maturity profile by
reducing its 2011 maturity in excess of $400 million, its 2013
maturity by $300 million and by extending $400 million of debt
maturities through 2017.  As a result, Crown now has $229 million
outstanding on its first lien secured notes due in September 2011.
Crown also has $354 million U.S. secured term loan and
$388 million European secured term loan due November 2012.  The
term loans are prepayable without penalty although the company has
chosen not to reduce the amount outstanding in the past due to its
attractive interest rate and has paid down other higher cost debt.
Crown could also consider a Eurobond issuance to extend maturities
further and increase its mix of foreign debt given the majority of
the company's revenues is outside of the U.S.


DELTA AIR: JAL Unsuccessful Bid Won't Affect S&P's 'B' Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services said that Delta Air Lines
Inc.'s (B/Negative/--) unsuccessful bid for Japan Airlines Corp.
(D/NM/--) to enter into a marketing alliance with Delta and its
SkyTeam alliance partners will not affect the ratings on the
company.  On Feb. 9, 2010, JAL announced that it would remain in
the oneworld alliance, which includes American Airlines Inc. (B-
/Negative/--).  S&P views this news as a modest negative for
Delta, compared with the status quo.  While Delta already has a
substantial market share (estimated at 20%) in the key U.S.-Tokyo
Narita market, S&P expects additional competition if the U.S. and
Japanese governments approve antitrust immunity for other
alliances.

In December 2009, the U.S. and Japan governments signed a
memorandum of understanding on a proposed revised aviation
agreement that would ease access to Japan, potentially increasing
competition.  As part of the new agreement, the Japanese
government and various airlines operating U.S.-Japan routes are
seeking permission from the two governments to operate U.S.-Japan
routes with antitrust immunity.  The immunity allows airlines to
share information and coordinate pricing and even choose to set up
joint ventures on certain routes.  The oneworld alliance, and
Delta and its SkyTeam alliance partners, had been competing to
ally with JAL and seek regulatory permission for antitrust
immunity.  The two alliances at one point offered capital
contributions of at least $1 billion to JAL to aid in its
financial restructuring.

Delta already has a large share of the key U.S.-Tokyo Narita
Airport market, which handles most U.S.-Japan traffic.  The other
major alliances are oneworld (estimated 39% share) and the Star
Alliance, which includes United Air Lines Inc. (B-/Negative/--),
Japanese airline All Nippon Airways Co. Ltd. (not rated), and
Continental Airlines Inc. (B/Negative/--), which combined account
for an estimated 40% of the U.S.-Tokyo Narita market.  These
airlines applied for antitrust immunity in December 2009.  S&P
expects JAL and American to file for antitrust immunity later this
week.  S&P also expects Delta to maintain a significant share in
the U.S.-Japan market, but if government regulators approve
antitrust alliances, S&P foresees additional competition for
Delta.


DENNY HECKER: Indicted on Conspiracy, Fraud and Money Laundering
----------------------------------------------------------------
Amy Forliti, Associated Press Writer in Minneapolis, Minnesota,
reports that Denny Hecker was indicted Wednesday on seven counts
of federal conspiracy, fraud and money laundering charges in an
alleged scheme -- from September 2007 through at least June 2009
-- to defraud lenders and others of millions.

AP says a former executive in Mr. Hecker's company, Steven Joseph
Leach, was also charged with one count of conspiracy to commit
wire fraud and five counts of wire fraud.

According to AP, Marsh Halberg, Esq., Mr. Hecker's counsel, said
Wednesday that Mr. Hecker maintains his innocence.  Mr. Hecker was
scheduled to make his first court appearance Thursday.

Meanwhile, MaryJo Webster at TwinCities.com Pioneer Press reports
that Randall Seaver, the bankruptcy trustee appointed to oversee
the liquidation of Mr. Hecker's estate, on Friday made public an
e-mail exchange between Mr. Hecker and Monroe Summers of Aspen,
Colorado, who claims to have some of Mr. Hecker's assets in a
storage unit.  According to Pioneer Press, the first e-mail, dated
October 16, 2009, from Mr. Summers asked Mr. Hecker and his
girlfriend, Christi Rowan, when he will be reimbursed the $6,637
he has spent "to pay the storage on your possessions."  The e-mail
warned that that if the payment is not made soon, "I will be
forced to notify the Bankruptcy Trustee that I have access to some
of your assets."

According to Pioneer Press, Mr. Hecker responded on October 20,
saying he would send the check by the end of that week. "As you
can understand things suck here," Mr. Hecker wrote. "I am sorry
your time and energy hasn't been appreciated more."

According to Pioneer Press, Bill Skolnick, Esq., Mr. Hecker's
lawyer, said Friday that his client reported all the assets in his
bankruptcy filings last summer.

Pioneer Press says Mr. Seaver submitted the e-mails as part of a
motion seeking permission to force Mr. Summers to turn over
documents relating to the assets, including a full accounting of
the items he has held since May 1, copies of checks or other forms
of payment and correspondence with Mr. Hecker or Ms. Rowan.

                        About Denny Hecker

Denny Hecker filed for Chapter 7 bankruptcy on June 4, 2009,
before the U.S. Bankruptcy Court for the District of Minnesota.
Mr. Hecker listed $18 million in assets and $767 million in debts
owed to automakers, lenders, business partners and former
employees.

According to the Star Tribune in Minneapolis-St. Paul, the
bankruptcy filing had been widely anticipated.  Star Tribune noted
Mr. Hecker has been forced to sell or close 25 of his 26
dealerships in recent months, and Chrysler Financial won a
$477 million court judgment against him in April.  The bankruptcy
filing temporarily halted efforts by Chrysler and other creditors
from collecting money they say they are owed.

The Troubled Company Reporter on November 20 said Bankruptcy Judge
Robert Kressel held Mr. Hecker in contempt of court for failing to
turn over his financial records in a timely manner.

William R. Skolnick, Esq., at Skolnick & Shiff, P.A., in
Minneapolis, represents Mr. Hecker.


DESTINATION MATERNITY: S&P Raises Corporate Credit Rating to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Philadelphia-based Destination
Maternity Corp. to 'B' from 'B-'.  The outlook is stable.

At the same time, S&P raised the issue-level rating on the
company's $90 million term loan to 'BB-' from 'B' and revised the
recovery rating to '1', indicating S&P's expectation for very high
(90%-100%) recovery in the event of a payment default, from '2'.

"The upgrade reflects the on-going margin improvement, which has
contributed to a substantial increase in EBITDA year over year,"
said Standard & Poor's credit analyst David M. Kuntz.  "This
EBITDA growth, coupled with moderate amounts of debt repayment,
has resulted in sufficient improvement in the company's credit
protection metrics to warrant an upgrade."

The ratings on Destination Maternity reflect the high business
risk associated with its participation in the narrowly defined and
intensely competitive maternity segment of the apparel retailing
industry, weak top-line performance, and credit metrics that offer
only fair protection.

The stable outlook reflects S&P's expectation that Destination
Maternity's performance is likely to remain in-line with recent
historical levels.  Although the company has repaid a fair amount
of debt of the past few years, S&P does not believe there will be
much more incremental benefit if the company continues to do so.
S&P expects revenues to remain weak due to negative same store
sales, but margins gains should hold over the near term as
benefits from the restructuring initiatives offset negative
operating leverage.  Furthermore, S&P expects the company's
liquidity to remain adequate and covenant cushions to grow as a
result of lower funded debt levels.

S&P would consider upgrading the rating if the company was able to
reverse its trend of negative same store sales and realize
meaningful benefits from its Sears and Kmart re-launch, resulting
in modestly positive revenue growth.  In addition, S&P would
expect that the company would maintain lean inventory levels and
avoid significant markdown activity, which would result in margin
stability.  At the same time, the company would keep its leverage
and coverage in line with recent levels.  S&P would consider
lowering the rating if merchandising mis-steps, issues with
expansion, or lax inventory controls resulted in revenues
declining in the mid-single digits and margins falling by about
100 basis points.  At that time, leverage would be in the mid-4.0x
range.


DOWNEY REGIONAL: Daughters of Charity Wants to Acquire Assets
-------------------------------------------------------------
According to Chris Rauber at the San Francisco Business Times, the
Daughters of Charity Health System is in talks with Downey
Regional Medical Center to acquire Downey's assets.  Downey
Regional approved a letter of intent for the affiliation.  The
Downey hospital would become the seventh hospital in the Los Altos
Hills-based Daughters of Charity system, if the discussions prove
fruitful.

                  About Downey Regional Medical

Los Angeles, California-based Downey Regional Medical Center-
Hospital Inc. operates a non-profit community hospital.  The
Company filed for Chapter 11 on Sept. 14, 2009 (Bankr. C. D.
Calif. Case No. 09-34714).  Lisa Hill Fenning, Esq., represents
the Debtor in its restructuring effort.  The Debtor did not file a
list of its 20 largest unsecured creditors when it filed its
petition.  In its petition, the Debtor listed assets and debts
both ranging from $10,000,001 to $50,000,000.


DUANE READE: Kasowitz Files Suit for Payment of $7.1MM Success Fee
------------------------------------------------------------------
Duane Reade and Duane Reade, Inc., are facing a lawsuit filed by
Kasowitz, Benson, Torres & Friedman LLP for payment of success
fee.

According to the lawsuit, filed before the Supreme Court of the
State of New York, Kasowitz Benson represented Duane Reade in a
2006 ATM contract dispute with Cardtronics LLP.  Duane Reade had
alleged Cardtronics was not paying it the full amount of fees owed
under the parties' ATM agreement based on a disputed
interpretation of the contract.

Pursuant to a modified fee arrangement, Kasowitz Benson agreed to
receive for its legal services (1) a flat fee of $1,000,000
exclusive of disbursements, to be paid over a period of time; and
(2) a success fee equal to 20% of any value Duane Reade received
in the case in excess of $4,000,000.  Kasowitz Benson said Duane
Reade has paid the flat fee in 10 equal installments of $100,000.

Kasowitz Benson said that at one point during the case, the court
ordered the parties to medication, which was conducted in May
2007.  New York Law Journal relates Cardtronics, represented by
Steven Paradise, Esq., at Vinson & Elkins, in September 2007 won
summary judgment, but Duane Reade appealed, and in August 2008,
the New York Supreme Court, Appellate Division, 1st Department,
remanded the case.  The dispute finally settled.

Duane Reade ultimately obtained a favorable settlement of the
Cardtronics litigation in February 2009.

The lawsuit alleges that Duane Reade did not inform Kasowitz
Benson of the settlement.

Kasowitz Benson said the settlement "achieved the stated goals
Duane Reade hired [the firm] expressly to achieve at the inception
of the Cardtronics litigation," including those pursued at the May
2007 mediation.

Kasowitz said Duane Reade realized more than $39,500,000 from the
Cardtronics litigation.  Kasowitz said it is entitled to a success
fee of no less than $7,100,000, which represents $20% of the
$35,500,000 in value that exceeds the threshold amount under the
Fee Arrangement.

Kasowitz said under the Cardtronics settlement (i) Cardtronics
would pay Duane Reade cash; (ii) Cardtronics would increase the
surcharge fees consumers would pay at the ATM machines, (iii)
Cardtronics agreed to terminate the ATM agreement so that Duane
Reade could do a more lucrative ATM deal directly with JPMorgan
Chase; and (iv) Cardtronics agreed to cooperate and assist Duane
Reade in transitioning the ATM business to Chase.

Kasowitz said it is also entitled to 20% of all other revenues
obtained by Duane Reade under the Chase deal.  Kasowitz said it
requires further discovery to precisely calculate any such amount.

Kasowitz said Duane Reade has breached or repudiated the fee
agreement by failing and refusing to pay the success fee.

Kasowitz's Mitchell R. Schrage, Esq., and Michael E. Hagenson,
Esq., signed off the complaint.

                         About Duane Reade

Founded in 1960, Duane Reade is the largest drug store chain in
New York City, offering a wide variety of prescription and over-
the-counter drugs, health and beauty care items, cosmetics,
convenience foods, greeting cards and photofinishing.  As of
June 27, 2009, the Company operated 253 stores.

At September 26, 2009, Duane Reade Holdings, Inc., had
$725,237,000 in total assets against $867,282,000 in total
liabilities, resulting in stockholders' deficit of $142,045,000.

                           *     *     *

The Troubled Company Reporter said July 17, 2009, that Moody's
Investors Service affirmed Duane Reade's Caa1 Corporate Family
Rating and Ca Probability of Default Rating.  Duane Reade's Caa1
CFR reflects the company's high leverage and weak coverage along
with its geographic concentration in and disproportionate exposure
to economic conditions in the intensely competitive New York metro
market.  The rating also incorporates Moody's expectation that
free cash flow will be weak over the next 12 months due to
relatively modest cash flow that is largely consumed by capital
expenditures.


EDDIE BAUER: Texas Comptroller Objects to Plan Confirmation
-----------------------------------------------------------
BankruptcyData reports that the Texas Comptroller of Public
Accountants is objecting to the plan of liquidation of Eddie Bauer
Holdings.

Texas Comptroller says that the section in the Plan that provides
for payment of priority claims in one of three ways, at the sole
option of the Debtor, does not comply with Section 1129(a)(9)(C)
of the Bankruptcy Code.  Section 1129(a)(9)(C) mandates priority
tax claims be paid their present value via regular installments to
be completed within five (5) years from the order of relief.

The Comptroller says that to the extent its priority tax claim is
not paid in full on the Effective Date, the Plan should provide
for payment, with interest at the rate of 4.25%2, via monthly
installments to be completed before June 17, 2014.

About Eddie Bauer

Eddie Bauer -- http://www.eddiebauer.com/-- is a specialty
retailer that sells outerwear, apparel and accessories for the
active outdoor lifestyle.  Eddie Bauer participates in a joint
venture in Japan and has licensing agreements across a variety of
product categories.

Eddie Bauer, founded in Bellevue, Wash., in 1920, was acquired by
General Mills Inc. in 1971 and then sold to catalog retailer
Spiegel Inc. in 1988.  Eddie Bauer Inc. emerged from Spiegel's
2003 Chapter 11 case as a separate, reorganized entity under the
control and ownership of Eddie Bauer Holdings, Inc.

Eddie Bauer Holdings, Inc., and eight affiliates filed for
bankruptcy on June 17, 2009 (Bankr. D. Del. Lead Case No.
09-12099).  Judge Mary F. Walrath presides over the case.  David
S. Heller, Esq., Josef S. Athanas, Esq., and Heather L. Fowler,
Esq., at Latham & Watkins LLP, serve as the Debtors' general
counsel.  Kara Hammond Coyle, Esq., and Michael R. Nestor, Esq.,
at Young Conaway Stargatt & Taylor LLP, serve as local counsel.
The Debtors' restructuring advisors are Alvarez and Marsal North
America LLC.  Their financial advisors are Peter J. Solomon
Company.  Kurtzman Carson Consultants LLC acts as claims and
notice agent.  As of April 4, 2009, Eddie Bauer had $525,224,000
in total assets and $448,907,000 in total liabilities.

Eddie Bauer Canada, Inc., and Eddie Bauer Customer Services filed
for protection from their creditors in Canada on June 17, 2009,
the same day the U.S. Debtors filed for protection from their
creditors.  The Canadian Debtors have obtained an initial order of
the Canadian Court staying the proceedings against the Canadian
Debtors and their property in Canada.  RSM Richter Inc. was
appointed as monitor in the Canadian proceedings.

On August 4, 2009, Golden Gate Capital closed a deal to acquire
Eddie Bauer Holdings for $286 million.  Golden Gate will maintain
the substantial majority of Eddie Bauer's stores and employees in
a newly formed going concern company.  Golden Gate beat an
affiliate of CCMP Capital Advisors, LLC, at the auction.  The CCMP
unit's $202 million cash offer served as stalking horse bid.

Golden Gate Capital -- http://www.goldengatecap.com/-- is a San
Francisco-based private equity investment firm with roughly
$9 billion of assets under management.


ELECTROGLAS INC: QVT Financial Ceases to Own Common Shares
----------------------------------------------------------
QVT Financial LP has filed with the Securities and Exchange
Commission Amendment No. 2 to its Schedule 13-G with was initially
filed on March 30, 2007.

The CUSIP number of the common stock is 285324109.

QVT Financial LP, QVT Financial GP LLC, QVT Fund LP, and QVT
Associates GP LLC disclose that as of December 31, 2009, they own
no shares of the issuer's common stock.

A full-text copy of the amendment no. 2 to QVT Financial's
SC 13G is available for free at
http://researcharchives.com/t/s?51fd

San Jose, California-based Electroglas, Inc., supplies
semiconductor manufacturing test equipment and software to the
global semiconductor industry, and have been in the semiconductor
equipment business for more than 40 years.  The Debtors' other
major source of revenue comes from their business of designing,
manufacturing, selling and supporting motion control systems for
advanced technologies.

The Company and Electroglas International, Inc., filed for Chapter
11 on July 9, 2009 (Bankr. D. Del. Lead Case No. 09-12416).
David B. Stratton, Esq., and James C. Carignan, Esq., at Pepper
Hamilton LLP represent the debtors in their restructuring efforts.
No official committee of unsecured creditors has been appointed in
the Chapter 11 cases.  The Debtors listed total assets of
$19,625,000 and total debts of $31,542,000.


EMERSON OVERLOOK: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Emerson Overlook, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of Georgia its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property               $76,409
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $19,021,950
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $108,129
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,200,968
                                 -----------      -----------
        TOTAL                        $76,409      $20,331,047

Marietta, Georgia-based Emerson Overlook, LLC, filed for Chapter
11 bankruptcy protection on January 4, 2010 (Bankr. N.D. Ga. Case
No. 10-60282).  Todd E. Hennings, Esq., and William A. Rountree,
Esq., at Macey, Wilensky, Kessler & Hennings LLC, 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.


EMERSON OVERLOOK: Gets Second Interim OK to Use Cash Collateral
---------------------------------------------------------------
Emerson Overlook, LLC, sought and obtained a second interim
authorization from the Hon. James E. Massey of the U.S. Bankruptcy
Court for the Northern District of Georgia to use cash collateral.

As reported by the TCR on January 14, 2010, the Debtor sought and
obtained interim approval from Judge Massey to use the cash
collateral of The Bank of North Georgia and The Landmark Bank to
fund its Chapter 11 case, pay suppliers and other parties.  In
exchange for using the cash collateral, the Debtor proposes to
grant the creditor replacement liens on accounts receivable and
rents of the Debtor generated post-petition, to the same validity,
priority and extent as existed pre-petition.  In the event of any
condominium sales, liens will attach to sales proceeds and net
proceeds will go toward reduction of the principal debt to this
creditor.  Judge Massey then set a final hearing for February 2,
2010, at 2:00 p.m. on the Debtor's request to use cash collateral.

Judge Massey has now set the final hearing on the Debtor's request
on February 18, 2010, at 10:00 a.m.  Objections to the requested
relief and entry of the final order are due on February 16, 2010,
at 5:00 p.m.

Marietta, Georgia-based Emerson Overlook, LLC, filed for Chapter
11 bankruptcy protection on January 4, 2010 (Bankr. N.D. Ga. Case
No. 10-60282).  Todd E. Hennings, Esq., and William A. Rountree,
Esq., at Macey, Wilensky, Kessler & Hennings LLC, 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.


EMERSON JOSEPH: Falling Deman Prompts Chapter 11 Filing
-------------------------------------------------------
Kerry Hall Singe at Charlotte Observer says Emerson Joseph has
filed for Chapter 11 bankruptcy protection, listing liabilities of
$2,600,000 and assets between $100,000 and $500,000.

According to the Company, the filing resulted from problems
including falling demand as the economy soured and unexpected
costs associated with its failed SouthPark location.

Emerson Joseph owns a high-end men's grooming salon in uptown and
Ballantyne, North Carolina.


FAIRPOINT COMMS: Files Plan of Reorganization
---------------------------------------------
FairPoint Communications, Inc. and its 79 debtor affiliates
delivered to the United States Bankruptcy Court for the Southern
District of New York on February 8, 2010, a Joint Plan of
Reorganization and a Disclosure Statement describing the Plan.

The Plan reflects a consensual resolution and settlement among
the FairPoint Debtors and a steering committee of lenders under
FairPoint's Prepetition Credit Agreement regarding the allocation
of FairPoint's assets among the holders of Allowed Claims,
according to FairPoint Executive Vice President and General
Counsel Shirley J. Linn, Esq.  The Plan has the support of the
Debtors and the Lender Steering Committee.

"FairPoint's reorganization is premised upon effecting a
substantial de-leveraging and strengthening of FairPoint's
balance sheet through the conversion of a substantial portion of
FairPoint's prepetition indebtedness into New Common Stock on the
Effective Date," Ms. Linn discloses.

Essentially, the Plan contemplates the conversion of
approximately $1 billion of FairPoint's prepetition indebtedness
into equity in Reorganized FairPoint Communications.

Under the Plan, and subject to dilution from the securities to be
issued under the "FairPoint Long Term Incentive Plan" and the
"New Warrants," as applicable, the New Common Stock will be
distributed in this manner:

  (a) Each holder of an Allowed Class 4 Prepetition Credit
      Agreement Claim will receive that holder's Ratable
      Proportion of 47,275,785 shares of the New Common Stock;
      provided that if the Class of FairPoint Unsecured Claims
      rejects the Plan, each Class 4 holder will receive its
      Ratable Proportion of 58,484,587 shares of the New Common
      Stock; and

  (b) Each holder of an Allowed Class 7 FairPoint Communications
      Unsecured Claim will, if that Class of that holder votes
      to accept the Plan, receive its Ratable Proportion of (i)
      4,190,651 shares of the New Common Stock, and (ii) the New
      Warrants, Ms. Linn elaborates.

Holders of Class 7 Claims expect to receive $635 million in
aggregate distributions -- primarily in stocks -- or a 16.9%
recovery if the class of unsecured claimants votes to accept the
Plan.  Holders of Class 7 Claims are expected to recover 87.9% on
their claims, which is contemplated to aggregate $2.1 billion.

The New Warrants refer to certain warrants to purchase up to
7,143,156 shares of New Common Stock issued pursuant to the Plan.
A Term Sheet on the New Warrants is available for free at:

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

                  Issuance of New Common Stock

The Amended Certificate of Incorporation of Reorganized FairPoint
will authorize the issuance of 75,000,000 shares of New Common
Stock.  The shares of New Common Stock that are authorized on the
Effective Date will be issued or reserved:

  (a) in the event the Class of FairPoint Communications
      Unsecured Claims accepts the Plan:

      -- 51,466,436 shares of New Common Stock, in the
         aggregate, will be distributed to holders of Allowed
         Claims under Section 5.4 and Section 5.7 of the Plan;
         and

      -- 7,143,156 shares of the New Common Stock will be
         reserved in connection with the New Warrants;

  (b) in the event the Class of FairPoint Communications
      Unsecured Claims rejects the Plan, 58,484,587 shares of
      New Common Stock, in the aggregate, will be distributed to
      holders of Allowed Claims under Section 5.4 of the Plan;
      and

  (c) 6,269,206 shares of New Common Stock will be issued or
      reserved in connection with the Long Term Incentive Plan.

On Effective Date, Reorganized FairPoint is expected to continue
to engage in its business operations.

                         Other Provisions

The Plan, Ms. Linn adds, among other things, provides for (1) the
validity of certain regulatory settlements, (2) the
extinguishment of old equity, (3) a new term loan and a new
revolver loan, and (4) a new board for Reorganized FairPoint

A. Regulatory Settlements

     The entry of the Confirmation Order will constitute the
     Bankruptcy Court's finding and determination that
     FairPoint's Regulatory Settlements with the New Hampshire
     Public Utilities Commission and the Vermont Department of
     Public Service, are fair, equitable and reasonable.

     The Regulatory Settlements represent compromises between
     the parties with respect to service quality requirements,
     broadband commitments, financial commitments and management
     commitments.

     Copies of the Regulatory Settlements are available without
     charge at:

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

B. New Term Loan and New Revolver

     On FairPoint's emergence from Chapter 11, holders of
     Prepetition Credit Agreement Claims will receive, among
     other things, their Ratable Proportion of a new
     $1,000,000,000 secured term loan agreement, which will be
     guaranteed by FairPoint subsidiaries that have guaranteed
     repayment of the DIP Credit Agreement, with certain
     financial institutions and Bank of America, N.A., as the
     administrative agent.

     The material terms of the New Term Loan are:

      * The New Term Loan will be secured by the same or
        substantially the same collateral as the collateral
        which secures the DIP Credit Agreement, except to the
        extent prohibited by law or regulation.

      * 5-year maturity

      * Interest at LIBOR + 4.50%, with a LIBOR floor of 2.00%.

      * No upfront fee.

      * Mandatory prepayment at par, upon certain conditions to
        be determined.

      * Optional prepayment at anytime at par.

      * Amortization Schedule -- Year 1: 1% annually, Year 2: 1%
        annually, Year 3: 5% annually, Year 4: 15% annually and
        Year 5: 15% (5% per quarter for the first 3 quarters)
        with 63% bullet payment in 4th quarter.

      * Amortization occurs quarterly commencing upon the first
        full quarter after the Effective Date.

      * If FairPoint's consolidated leverage ratio is above 2.0x
        at the end of the fiscal year, FairPoint will be subject
        to a sweep of 75% of its Excess Cash Flow based upon an
        annual test and paid in the subsequent quarter, provided
        that, with respect to the test occurring for fiscal year
        2010, Excess Cash Flow will be calculated for the period
        from the Effective Date through the end of such fiscal
        year and, if the sweep described is applicable, will be
        payable in fiscal year 2011.  If FairPoint's
        consolidated leverage ratio is below 2.0x at the end of
        the fiscal year, such sweep will be reduced to 50% of
        FairPoint's Excess Cash Flow.

      * Any sweep of FairPoint's Excess Cash Flow by the lenders
        will be applied pro rata against obligations in
        accordance with the amortization schedule.

      * If FairPoint's consolidated total leverage ratio is
        below 2.0x at the end of the fiscal year, FairPoint will
        be permitted to pay dividends with its share of Excess
        Cash Flow.

      * Financial covenants will only include interest coverage
        and leverage ratio tests.  Those tests will first occur
        in the first full quarter following the Effective Date.

      * Usual and customary affirmative and negative covenants
        as may be mutually agreed to by the agent, the lenders
        and FairPoint.

     In addition, the Plan contemplates that the DIP Credit
     Agreement will, subject to certain conditions, roll into a
     revolving credit exit facility with an aggregate principal
     amount of $75,000,000 with a five year term.  If any of
     the conditions are not met and, as a result, the DIP
     Credit Agreement does not convert into the New Revolver,
     FairPoint intends to obtain a new revolving credit
     facility.  However, there are no assurances that FairPoint
     would be able to obtain a revolving credit facility on
     commercially reasonable terms or at all, Ms. Linn says.

C. New Board

     On the Plan Effective Date, FairPoint will have a New
     Board, which will initially consist of nine directors.
     The Lender Steering Committee will have the option to
     reduce the number of members of the New Board they are
     entitled to nominate pursuant to the Plan from seven or
     eight, to five.

D. FairPoint's existing securities will be cancelled as of the
   Plan Effective Date.

E. Long Term Incentive Plan

     Reorganized FairPoint will be deemed to have adopted the
     Long Term Incentive Plan as of the Plan Effective Date.

F. Indemnification

     Reorganized FairPoint will assume all existing
     indemnification obligations of Debtor FairPoint in favor of
     FairPoint's directors who held positions on June 1, 2009
     and thereafter, and the directors, officers and employees
     of Reorganized FairPoint on and after the Effective Date;
     provided that the indemnification obligation to and for the
     benefit of the Indemnified Persons will be limited in the
     aggregate to $20,000,000 with respect to any Claim asserted
     against the Indemnified Person that arose prior to the
     Effective Date.

                        2010 Labor MOU

Among the conditions precedent to the effectivity of the Plan is
the ratification by the applicable union membership of a Labor
Memorandum of Understanding Northern New England Telephone
Operations LLC  with International Brotherhood of Electrical
Workers, AFL-CIO Locals 2320, 2326, and 2327 and Communications
Workers of America, AFL-CIO FairPoint on February 1, 2010.

                       Valuation Analysis

Rothschild Inc. has performed an analysis of the estimated value
of Reorganized FairPoint on a going-concern basis.  Among others,
Rothschild used an assumed June 30, 2010 Plan Effective Date and
assumed a September 30, 2009 Valuation Date in preparing the
Valuation Analysis.

As a result, Rothschild estimates the total enterprise value of
Reorganized FairPoint to be approximately $1.8 billion to
$2.1 billion, with a midpoint of $1.9 billion.

Rothschild reduced the TEV estimates by the estimated pro forma
net debt levels of Reorganized FairPoint -- approximately
$1.0 billion -- to estimate the implied reorganized equity value
of Reorganized FairPoint.  Rothschild estimates that Reorganized
FairPoint's implied total reorganized equity value will range
from $0.8 million to $1.1 billion.

After deducting estimated value for the Seven-Year Warrants and
the Ten-Year Options of approximately $38 million to $70 million,
with a midpoint of $53 million, Rothschild estimates the implied
distributable reorganized equity valued will range from
$776 million to $1,064 million, with a midpoint of $920 million.

Any variance on the ultimate General Unsecured Claims pool could
have a material impact on recoveries achieved, Rothschild adds.

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

                       Liquidation Analysis

FairPoint relates that it has prepared a liquidation analysis,
with the assistance of its advisors, which is premised on a
hypothetical liquidation in a Chapter 7 case.  FairPoint,
however, has yet to file a copy of that Analysis to the Court.

                     Financial Projections

FairPoint has also prepared projected financial information that
forecasts the financial performance of Reorganized FairPoint
through the year 2013.  The projections are based on the current
business plan for Reorganized FairPoint.  The ongoing post-
Effective Date operations of Reorganized FairPoint will be
financed through its business operations and certain exit credit
facilities.  A full-text copy of FairPoint's Financial
Projections is available for free at:

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

Full-text copies of the FairPoint Plan and Disclosure Statement
are available for free at:

           http://bankrupt.com/misc/FairPt_Plan.pdf
           http://bankrupt.com/misc/FairPt_DS.pdf

                  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: Inks Agreement With Labor Unions
-------------------------------------------------
Negotiations undertaken by FairPoint Communications Inc., its
debtor affiliates, and certain labor unions have ultimately
resulted in the parties signing a Labor Memorandum of
Understanding on February 1, 2010.

FairPoint Communications Inc. Executive Vice President and
General Counsel Shirley J. Linn, Esq., relates that Debtors
Northern New England Telephone Operations LLC and Telephone
Operating Company of Vermont LLC dba FairPoint Communications are
parties to two collective bargaining agreements with locals of
two major unions, the International Brotherhood of Electrical
Workers or IBEW and the Communications Workers of America or CWA.
Prior to the acquisition of the NNE Operations, a number of
subsidiaries of FairPoint Communications had a much smaller
number of unionized employees and did not have significant
liabilities arising under its CBAs.  As such, FairPoint has not
historically faced large-scale labor issues in the operation of
its businesses.  However, with the acquisition of the NNE
Operations, Northern New England Telephone Operations LLC and
Telephone Operating Company of Vermont LLC entered into CBAs,
which became effective on April 1, 2008, and would have expired by
their terms on August 3, 2013.

The CBAs cover the majority of FairPoint's represented employees
in Maine, New Hampshire and Vermont.  Approximately 2,000 of
these employees are represented by the IBEW and approximately 300
of these employees are represented by the CWA.

Ms. Linn informs the Court that FairPoint Communications
initiated discussions with the NNE Unions during the summer
of 2009 in order to advise them of the financial issues
confronting FairPoint Communications and to seek their support
and cooperation in making adjustments to the CBAs in order to
assist FairPoint Communications in addressing those financial
issues.  The discussion continued even after the Debtors filed
for bankruptcy.  The parties have finally agreed on a Labor MOU
on February 1, 2010.

The Labor MOU provides for:

  (1) a one year extension of the term of the CBAs, to August 2,
      2014;

  (2) cancellation of a 3% wage increase previously scheduled
      for August 2010, to be replaced by a 3% wage increase in
      August 2013;

(3) elimination of a minimum payment under the corporate profit
     sharing program and the adoption of the profit sharing
     methodology applied for FairPoint Communications' non-union
     employees which provides for a greater level of profit
     sharing if the Company meets or exceeds its financial
     objectives and a lower level of profit sharing if FairPoint
     Communications fails to do so;

(4) creation of a joint labor-management committee, the Joint
     Committee on Operational Effectiveness, which will work
     with professional facilitators to identify opportunities to
     achieve a goal of $25 million per year reduction in
     FairPoint Communications' operating costs;

(5) a mutual release of claims by FairPoint Communications and
     the Unions; and

(6) the authorization for FairPoint Communications to pay
     matching contributions under its 401K plan in stock rather
     than cash.

The Labor MOU is subject to membership ratification and
Bankruptcy Court approval, both of which will be sought promptly.

A full-text copy of the FairPoint 2010 Labor MOU is available for
free at http://bankrupt.com/misc/FairPt_2010LaborMOU.pdf

                  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: Offers to Return 16.9% to Unsecured Creditors
--------------------------------------------------------------
The Joint Chapter 11 Plan filed by FairPoint Communications Inc.
and its debtor affiliates designates claims and interests into 5
unclassified claim categories and 11 claim classes:

Class/                                     Estimated  Estimated
Description       Treatment                Claim Amt  Recovery
-----------       ---------               ----------- ----------
Administrative    To be paid in full.             --         --
Expense Claims

Adequate          To be paid in full.             --         --
Protection
Claims

Priority Tax      To be paid in full.             --         --
Claims

Professional      To be paid in full,             --         --
Claims            as allowed by the Court.

Intercompany      At the election of the          --         --
Claims            Debtors or a claimant,
                  Intercompany Claim may
                  (a) be released as of the
                  Effective Date, (b)
                  contributed to the capital
                  of the obligor corporation,
                  (c) dividended, or (d)
                  remain unimpaired.

Class 1           Unimpaired status.              $0       100%
Other Priority    Not entitled to vote.
Claims            To be paid in full in
                  Cash.

Class 2            Unimpaired status.        $5.7 mil.      100%
Secured Tax        Not entitled to vote.
Claims             To be paid in full.

Class 3           Unimpaired status.              $0       100%
Other Secured     Not entitled to vote.
Claims            At the option of the
                  Debtors, either (i)
                  an Allowed Class 3 Claim
                  will be Reinstated and
                  rendered Unimpaired in
                  accordance with Section
                  1142(2) of the Bankruptcy
                  Code, (ii) each holder
                  will receive Cash in an
                  amount equal to the Claim,
                  or (iii) each holder will
                  receive the Collateral
                  securing the Claim.

Class 4           Impaired status.          $2.1 bil.     87.9%
Allowed           Entitled to vote.
Prepetition       Each holder of an
Credit            Allowed Class 4
Agreement         Claim will receive:
Claims
                  (i) on the Effective
                  Date, that holder's
                  Ratable Proportion of
                  the New Term Loan;

                  (ii) on the Effective
                  Date, that holder's
                  Ratable Proportion of
                  47,275,785 shares of
                  the New Common Stock;

                  (iii) on the Effective
                  Date, that holder's
                  Ratable Proportion of
                  the Cash Payment; and

                  (iv) on the applicable
                  Distribution Date, if
                  any, that Holder's Ratable
                  Proportion of Cash
                  Distributions out of the
                  Reserve that are no
                  longer required to be
                  reserved for the benefit
                  of anyone other than
                  the holders of Allowed
                  Class 4 Claims.

Class 5           Unimpaired status        $10.5 mil.      100%
Legacy            Not entitled to vote.
Subsidiary        To be paid in full.
Secured Claims

Class 6           Allowed Class 6 Claims          --         --
NNE Subsidiary    will receive a
Unsecured         distribution on terms
Claims            to be provided and
                  which are reasonably
                  satisfactory to the
                  Debtors and the Lender
                  Steering Committee.

Class 7           Impaired status.         $653 mil.      16.9%
FairPoint         Entitled to vote.
Communications    Each Allowed Class 7
Unsecured         Claim holder will
Claims            receive:

                  (i) if the Class 7
                  votes to accept the
                  Plan, its Ratable
                  Proportion of (x)
                  4,190,651 shares of
                  New Common Stock, or
                  (y) the New Warrants;
                  or

                  (ii) if the Class 7
                  votes to reject the
                  Plan, no distributions
                  under the Plan.

Class 8           Unimpaired status.        $3.3 mil.      100%
Convenience       Not entitled to vote.
Claims            Each Allowed Class 8
                  Claim Holder will be
                  paid in full.

Class 9           Impaired status.                 0         0%
Subordinated      Not entitled to vote.
Securities        Each Allowed Class 9
Claims            Claim Holder will not
                  receive or retain any
                  interest or property
                  under the Plan on
                  account of the Allowed
                  Claim.

Class 10          Unimpaired status.           N/A   Reinstated
Subsidiary        Not Entitled to vote.
Equity            The Subsidiary Equity
Interests         Interests will be
                  reinstated on the
                  Effective Date.

Class 11          Impaired status.             N/A           0%
Old FairPoint     Not entitled to vote.
Equity            On the Effective Date,
Interests         the certificates
                  evidencing Class 11
                  Interests will be
                  cancelled.

                  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: Guaranteed Mortgage Securities Tumble
-------------------------------------------------
Bloomberg News reports that high-coupon mortgage bonds guaranteed
by Fannie Mae and Freddie Mac fell after the government-supported
home-financing companies said they would step up purchases of
delinquent loans from their securities to cut expenses.  Investors
who buy bonds for more than face value risk losses from the
repurchases because they get fewer interest payments than they may
have estimated.  Fannie Mae and Freddie Mac would pay missed
interest to bondholders if they didn't repurchase the loans.

As reported by the Troubled Company Reporter, Freddie Mac would
buy "substantially all" loans with payments late by 120 days or
more from its securities in the next month.

Fannie Mae, Bloomberg relates, said later that it will "increase
significantly" its buyouts, setting a less aggressive timeline.
"Freddie dropped the buyout bombshell this morning," Brian Ye, an
analyst at JPMorgan Chase & Co. in New York, said in a note to
clients.

                         About Freddie Mac

The Federal Home Loan Mortgage Corporation (FHLMC) NYSE: FRE --
http://www.freddiemac.com/-- commonly known as Freddie Mac, is a
stockholder-owned government-sponsored enterprise authorized to
make loans and loan guarantees.  Freddie Mac was created in 1970
to provide a continuous and low cost source of credit to finance
America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

Freddie Mac narrowed its net loss to $5,013,000,000 for the
three months ended September 30, 2009, from a net loss of
$25,295,000,000 for the same quarter a year ago.  Freddie Mac
posted a net loss of $14,097,000,000 for the nine months ended
September 30, 2009, from a net loss of $26,263,000,000 for the
same period a year ago.

As of September 30, 2009, Freddie Mac had $866,601,000,000 in
total assets against $856,195,000,000 in total liabilities.  As of
September 30, 2009, Total Freddie Mac stockholders' equity was
$10,311,000,000; and Total equity was $10,406,000,000.

                        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.

                         About Fannie Mae

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.


FAYETTEVILLE MARKETFAIR: Can Continue Using Cash Collateral
-----------------------------------------------------------
Fayetteville Marketfair Investors, LLC, sought and obtained a
third interim approval from the Hon. Randy D. Doub of the U.S.
Bankruptcy Court for the Eastern District of North Carolina to use
the cash collateral of Capmark Finance Inc.

As reported by the TCR on January 12, 2010, Judge Doub, in a
second interim order, authorized the Debtor to use cash securing
its obligations to prepetition lenders to fund the Debtor's
Chapter 11 case, pay suppliers and other parties.  A final hearing
on the Debtor's use of cash collateral was set for January 19,
2010, at 9:30 p.m.

The Debtor will continue to collect rents, and tenants of the real
property are directed and authorized to pay rent to the Debtor.
All rents collected will be deposited into a debtor-in-possession
bank account, and the Debtor will make no expenditures from the
account except as provided for in the budget, a copy of which is
available for free at:

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

The Debtor is authorized to:

     a. make payment of interest, as adequate protection for use
        of the cash collateral;

     b. make payment of all Capmark's reasonable attorneys' fees
        upon the submission of invoices detailing fees and
        expenses on not less than 10 days notice, with an
        opportunity to review, to the Debtor, counsel to the
        Debtor, counsel to the Committee and the Bankruptcy
        Administrator: (i) for the period prior to the Petition
        Date through the date the Final Cash Collateral Order is
        approved, payable within 10 days after receipt of invoices
        detailing fees and expenses, provided that no objection to
        payment of the fees is raised; and (ii) for the period
        after the date the Final Cash Collateral Order is entered,
        payable on the 20th day of each month following the
        submission of each monthly invoice detailing fees and
        expenses, provided that no objection to payment is raised;
        and

     c. to transfer, convey, grant and assign to Capmark as
        replacement liens for the Prepetition Liens, liens
        (collectively, the "Postpetition Liens") upon and security
        interests in the Postpetition Cash Collateral, unless a
        court of competent jurisdiction were to determine that the
        Prepetition Liens are invalid, unenforeceable and/or
        should be avoided and to the extent Cash Collateral is
        used.  The Postpetition Liens will be senior, first-
        priority, validly perfected liens, subordinate only to
        payment of fees to the Bankruptcy Administrator.

The Debtor will continue to provide to Capmark with information,
statements and reports concerning its financial condition and its
assets as are required to be furnished under the loan documents or
at the reasonable request of Capmark.

The Court has set an interim hearing for March 18, 2010, at
10:00 a.m. on the Debtor's request to use cash collateral.

                  About Fayetteville Marketfair

Miami, Florida-based Fayetteville Marketfair Investors, LLC, filed
for Chapter 11 on Dec. 14, 2009 (Bankr. E.D. N.C. Case No. 09-
10859).  William P. Janvier, Esq., at Everett Gaskins Hancock &
Stevens, LLP, assists the Company in its restructuring effort.
The Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


FENDER MUSICAL: Moody's Downgrades Corporate Family Rating to 'B2'
------------------------------------------------------------------
Moody's Investors Service downgraded Fender Musical Instrument's
ratings one notch (CFR and PDR to B2 ) due to Moody's expectation
that, while showing some recent signs of moderating, operating
performance and credit metrics will remain below Moody's
expectations of a B1 consumer durable company in the near to
medium term.  At the same time, the B2 rating on the senior
secured term loan was affirmed.  The rating outlook is revised to
stable from negative.

"Despite its ongoing debt reduction and cost rationalization
efforts, Moody's believe Fender's earnings and credit metrics will
not return to their pre-recession levels in the foreseeable
future," said Kevin Cassidy, Senior Credit Officer at Moody's
Investors Service.  Fenders reduced profitability is principally
caused by the continuing weakness in discretionary consumer
spending.

The B2 corporate family rating reflects the company's high
adjusted leverage of over 6.5x, negative revenue trends and
generally modest credit metrics.  The rating also reflects
Fender's relatively small size with revenue of around $625 million
as well as the weak discretionary consumer spending environment,
which Moody's do not expect to significantly improve in the near
term.  The B2 rating also reflects the company's strong brand
name, geographic diversification throughout the US and
internationally, good liquidity profile and strong market share in
the electric guitar segment.

The stable outlook reflects Moody's belief that revenue will
likely stabilize or experience just modest declines in the near
term, which, in turn, should lead to improved earnings and cash
flow, although at reduced levels.  Moody's expects 2010 revenue to
be between $600 million and $625 million and 2010 EBITDA of
$45 million to $50 million.  At this level of profitability, which
is more than 15% lower than the LTM September 2009 EBITDA,
adjusted leverage should range from 5x to 5.5x, which is about
what Moody's expect for the foreseeable future.  The stable
outlook also reflects Moody's expectation that Fender will deploy
its free cash flow to reduce debt over the next couple of years.

While not expected, the rating and/or outlook could experience
additional negative pressure if revenue and profitability do not
begin to stabilize and are meaningfully below Moody's
expectations.  The outlook and/or rating could experience positive
momentum if leverage is reduced to around 4.5x for a sustained
period, revenue grows more than expected and operating margins
climb to their previous double digit levels.

The B2 rating of the term loan was affirmed despite the one notch
downgrade of the CFR and PDR due to the change in the relative mix
of the capital structure highlighted by Moody's expectation that
Fender will not have to draw down on the revolver over the
foreseeable future.

These ratings were downgraded:

* Corporate family rating to B2 from B1;
* Probability of default rating to B2 from B1;

These ratings were downgraded/assessments revised:

* $200 million senior secured term loan at B2 (LGD4, 58% from
  LGD4, 57%);

* $100 million senior secured delayed draw term loan at B2 (LGD4,
  58% from LGD4, 57%)

The last rating action was on July 23, 2009, where Moody's
affirmed Fender's ratings.

Fender Musical Instruments Corporation, based in Scottsdale,
Arizona, develops, manufactures and distributes musical
instruments, principally guitars, to wholesale and retail outlets
throughout the world.  Revenue for the twelve months ended
September 30, 2009, approximated $620 million.


FLYING J: Proposes March 19 Auction for Bakersfield Refinery
------------------------------------------------------------
Flying J Inc. will seek approval on February 23 to set up auction
and sale procedures for its Bakersfield refinery where an
affiliate of Alon USA Energy Inc. will be the stalking horse
bidder.  Flying J proposes a March 19 auction, with initial bids
due March 16.  The Debtor will seek approval of the results of the
auction on March 23.

Absent higher and better bids, Alon USA will buy the refinery for
$40 million cash plus a formula for the value of inventory.

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

                          About Alon USA

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

                          About Flying J

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

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

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

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

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


FRANK J GOMES: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Frank J. Gomes Dairy filed with the U.S. Bankruptcy Court for the
Eastern District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $22,200,000
  B. Personal Property           $12,425,671
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $26,030,336
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $987,450
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,913,609
                                 -----------      -----------
        TOTAL                    $34,625,671      $30,931,395

Headquartered in Stevenson, California, Frank J. Gomes Dairy, dba
F and A Farms, operates an agricultural and farming business.

The Company filed for Chapter 11 on November 12, 2009 (Bankr. E.D.
Calif. Case No. 09-61024).  Hilton A. Ryder, Esq., represents the
Debtor in its restructuring efforts.  In its petition, the Debtor
listed assets both ranging from $10,000,001 to $50,000,000


FRANK J GOMES: Can Use Cash Collateral Until Feb. 28
----------------------------------------------------
Frank J. Gomes Dairy sought and obtained interim authorization
from the Hon. Whiney Rimel of the U.S. Bankruptcy Court for the
Eastern District of California to use the cash collateral of Wells
Fargo Bank, N.A. (the Bank) and Wells Fargo Equipment Finance,
Inc. (WFEFI) from February 1, 2010, through February 28, 2010.

As reported by the TCR on November 23, 2009, the Debtor was
allowed to use, on the interim, the cash collateral of the Bank
from November 12, 2009, until December 15, 2009, to fund the
Debtor's Chapter 11 case, pay suppliers and other parties.

The Debtor will continue using the cash collateral pursuant to a
budget, a copy of which is available for free at:

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

The Debtor will pay the Bank adequate protection payments of
$5,599.45 and $81,443.24, in the form of two separate checks, on
February 5, 2010.

The Debtor will be permitted to purchase during this month and
every calendar month thereafter, cows having a total value of no
more than $20,000, subject to the condition that the Debtor pay to
the Bank, within two business days of the purchase of any cows, an
amount equal to the purchase price paid by the Debtor for the
cows.  The Cow Payment will be applied by the Bank to the
outstanding principal obligation owed by the Debtor to the Bank
pursuant to a certain Revolving Line of Credit Note dated June 20,
2008, in the original principal sum of $4 million.

The Debtor will pay WFEFI on February 15, 2010, these amounts owed
to the September 7, 2005 Master Lease:

  a. Supplement No. 400 (September 7, 2005)       $2,285.93
  b. Supplement No. 401 (September 13, 2005)      $1,710.91
  c. Supplement No. 402 (October 4, 2005)         $1,274.69
  d. Supplement No. 403 (November 7, 2005)        $3,999.05
  e. Supplement No. 404 (March 1, 2006)           $2,404.57
  f. Supplement No. 405 (April 7, 2006)           $4,359.83
  g. Supplement No. 406 (April 7, 2006)           $3,223.09; and
  h. Supplement No. 407 (December 7, 2007)        $4,398.42

The Debtor will pay these additional adequate protection payments
to these entities on February 15, 2010:

  a. Agricredit Acceptance          $6,178.42;
  b. C&H Capital                    $1,277.75;
  c. Ford Credit                    $1,038.79;
  d. Ford Credit                      $397.64;
  e. GE Capital                     $1,041.67;
  f. John Deere                     $2,703.61;
  g. Paccar Leasing                 $2,338.29;
  h. C&H Capital                    $3.039.79; and
  i. C&H Capital                   $12,538.06

The Debtor will continue to deposit all cash collateral, in kind,
into a debtor-in-possession account which the Debtor will
establish with the Bank.

The Debtor has granted the Bank, WFEFI and other secured creditors
a lien and security interest (the Replacement Lien) in all assets
of the Debtor acquired starting November 12, 2009.

The Debtor will provide reports, documents, copies, and other
information to the Bank.  Commencing on February 8, 2010, and
continuing on each Monday thereafter (or if Monday is a legal
holiday, on the next business day thereafter), the Debtor will
deliver weekly and monthly reports to that Bank.

                       About Frank J Gomes

Stevenson, California-based Frank J. Gomes Dairy, dba F and A
Farms, operates an agricultural and farming business.  The Company
filed for Chapter 11 bankruptcy protection on November 12, 2009
(Bankr. E.D. Calif. Case No. 09-61024).  Hilton A. Ryder, Esq.,
who has an office in Fresno, California, assists the Company in
its restructuring effort.  According to the schedules, the Company
has assets of $34,613,277, and total debts of $30,930,195.


FREDDIE MAC: To Purchase Delinquent Loans From PC Securities
------------------------------------------------------------
Freddie Mac said Wednesday it will purchase substantially all 120
days or more delinquent mortgage loans from the company's related
fixed-rate and adjustable-rate mortgage Participation Certificate
securities.

The company's purchases of these loans from related PCs should be
reflected in the PC factor report published after the close of
business on March 4, 2010, and the corresponding principal
payments would be passed through to fixed-rate and ARM PC holders
on March 15 and April 15, respectively.  The decision to effect
these purchases stems from the fact that the cost of guarantee
payments to security holders, including advances of interest at
the security coupon rate, exceeds the cost of holding the
nonperforming loans in the company's mortgage-related investments
portfolio as a result of the required adoption of new accounting
standards and changing economics.  In addition, the delinquent
loan purchases will help Freddie Mac preserve capital and reduce
the amount of any additional draws from the U.S. Department of the
Treasury.  The purchases would not affect Freddie Mac's activities
under the Making Home Affordable Program.

In December 2007, Freddie Mac announced operational changes for
purchasing delinquent loans from PCs.  The company stated that,
among other conditions, it will purchase mortgages that are 120
days or more delinquent from PCs when the cost of guarantee
payments to security holders, including advances of interest at
the security coupon rate, exceeds the cost of holding the
nonperforming loans in its portfolio.

On January 1, 2010, Freddie Mac adopted new accounting standards
for transfers of financial assets and the consolidation of
variable interest entities - SFAS 166 and SFAS 167.  As a result,
the cost of purchasing most delinquent loans from PCs and holding
them in portfolio will be less than the cost of continued
guarantee payments to security holders.  Freddie Mac will continue
to review the economics of purchasing loans 120 days or more
delinquent in the future and may reevaluate its delinquent loans
purchase practices and alter them if circumstances warrant.

For more information as of December 31, 2009, on applicable
Freddie Mac single-family mortgage loans that are 120 days or more
delinquent and related PCs (including PCs owned by the company's
mortgage-related investments portfolio), see the table,
Delinquency Rates -- Loans in PC Pools, By Loan Origination Year,
available on the company's Web site at:

http://www.FreddieMac.com/mbs/docs/delinquencyrates021010.pdf

Freddie Mac's contemplated purchases of loans that are 120 days or
more delinquent will reflect borrower activity through January 31,
2010, on applicable loans.

By April 2010, to provide better visibility to PC holders, Freddie
Mac expects to disclose in its Monthly Volume Summary the number
of loans that are 90 days or more delinquent in related fixed-rate
30-year and 15-year PCs and in ARM PCs.

                         About Freddie Mac

The Federal Home Loan Mortgage Corporation (FHLMC) NYSE: FRE --
http://www.freddiemac.com/-- commonly known as Freddie Mac, is a
stockholder-owned government-sponsored enterprise authorized to
make loans and loan guarantees.  Freddie Mac was created in 1970
to provide a continuous and low cost source of credit to finance
America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

Freddie Mac narrowed its net loss to $5,013,000,000 for the
three months ended September 30, 2009, from a net loss of
$25,295,000,000 for the same quarter a year ago.  Freddie Mac
posted a net loss of $14,097,000,000 for the nine months ended
September 30, 2009, from a net loss of $26,263,000,000 for the
same period a year ago.

As of September 30, 2009, Freddie Mac had $866,601,000,000 in
total assets against $856,195,000,000 in total liabilities.  As of
September 30, 2009, Total Freddie Mac stockholders' equity was
$10,311,000,000; and Total equity was $10,406,000,000.

                        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.


FREDDIE MAC: Guaranteed Mortgage Securities Tumble
--------------------------------------------------
Bloomberg News reports that high-coupon mortgage bonds guaranteed
by Fannie Mae and Freddie Mac fell after the government-supported
home-financing companies said they would step up purchases of
delinquent loans from their securities to cut expenses.  Investors
who buy bonds for more than face value risk losses from the
repurchases because they get fewer interest payments than they may
have estimated.  Fannie Mae and Freddie Mac would pay missed
interest to bondholders if they didn't repurchase the loans.

As reported by the Troubled Company Reporter, Freddie Mac would
buy "substantially all" loans with payments late by 120 days or
more from its securities in the next month.

Fannie Mae, Bloomberg relates, said later that it will "increase
significantly" its buyouts, setting a less aggressive timeline.
"Freddie dropped the buyout bombshell this morning," Brian Ye, an
analyst at JPMorgan Chase & Co. in New York, said in a note to
clients.

                         About Freddie Mac

The Federal Home Loan Mortgage Corporation (FHLMC) NYSE: FRE --
http://www.freddiemac.com/-- commonly known as Freddie Mac, is a
stockholder-owned government-sponsored enterprise authorized to
make loans and loan guarantees.  Freddie Mac was created in 1970
to provide a continuous and low cost source of credit to finance
America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

Freddie Mac narrowed its net loss to $5,013,000,000 for the
three months ended September 30, 2009, from a net loss of
$25,295,000,000 for the same quarter a year ago.  Freddie Mac
posted a net loss of $14,097,000,000 for the nine months ended
September 30, 2009, from a net loss of $26,263,000,000 for the
same period a year ago.

As of September 30, 2009, Freddie Mac had $866,601,000,000 in
total assets against $856,195,000,000 in total liabilities.  As of
September 30, 2009, Total Freddie Mac stockholders' equity was
$10,311,000,000; and Total equity was $10,406,000,000.

                        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.

                         About Fannie Mae

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.


GABRIEL COMMUNICATIONS: Moody's Withdraws 'B2' Corp. Family Rating
------------------------------------------------------------------
Moody's Investors Service withdrew the B2 corporate family rating
and all other ratings of Gabriel Communications Finance Company, a
wholly-owned subsidiary of NuVox, Inc.

The action follows repayment in full of NuVox's senior secured
credit facility, which occurred in conjunction with the
acquisition of NuVox by Windstream Corporation (Ba2 Corporate
Family Rating).

A summary of the action follows.

Gabriel Communications Finance Company

  -- Probability of Default Rating, Withdrawn, previously rated B3

  -- Corporate Family Rating, Withdrawn, previously rated B2

  -- Senior Secured Bank Credit Facility, Withdrawn, previously
     rated B2, LGD3, 33%

  -- Outlook, Changed To Rating Withdrawn From Rating Under Review

Moody's last rating action on NuVox was on November 3, 2009, when
Moody's placed ratings under review for upgrade after Windstream
announced plans to acquire NuVox.

NuVox, headquartered in Greenville, SC, is a CLEC with
approximately 90,000 small and medium-sized business customers
across 16 states in the Southeast and Midwest.  Its annual revenue
is approximately $560 million.


GENERAL MOTORS: Hummer Sale Deadline Extended to End of Feb.
------------------------------------------------------------
China's Sichuan Tengzhong Heavy Industrial Machinery Co., and
General Motors Co. have agreed to postpone until the end of
February 2010 a definitive agreement that will allow the Chinese
car manufacturer to acquire GM's all-terrain Hummer brand, GM
officials told Bloomberg on January 31, 2010.

The parties have agreed to extend the January 31 deadline as they
await Beijing's approval for the deal to proceed.  Sources close
to the deal commented that one major challenge that the sale has
to go through is to convince Chinese regulators that Hummer can
make trucks that are better in terms of fuel and environment
conservation than its current lineup, The Wall Street Journal said
on February 2.

"While the transaction approval process is not proceeding as
quickly as originally forecasted, we're optimistic about the
progress that has occurred to date," Jim Taylor, Hummer's chief
executive officer, told Bloomberg in an e-mailed statement.
"There are more than 3,000 people directly employed in the design,
build and sale of Hummer vehicles.  As such, we are committed to
giving the sale every reasonable opportunity toward a successful
conclusion," Mr. Taylor added.

                       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: To Manufacture Own Electric Motors Starting 2013
----------------------------------------------------------------
General Motors will manufacture its own electric motors to power
electric and hybrid vehicles starting in 2013, the Associated
Press reported on January 26, 2010.

This implies that GM will be needing about 200 more positions to
man its hybrid transmission factory in White Marsh, Maryland.  To
achieve this, GM needs to invest more than $246,000,000 for
infrastructure and equipment to enable the plant to produce more
than 40,000 of the global rear wheel drive motor units, AP said.

Sources close to GM told AP that the company aims to develop a
lighter, smaller and more powerful electric motor that the company
can install from cars to full-size pickups and sports vehicles.

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

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

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

Other Key Facts:

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

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

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

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

    * GM sells more crossovers than any other automaker,
      representing approximately 20 percent of industry
      crossovers sold

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

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

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

       Management Discussion of January Sales Results

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

                         U.S. Economy

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

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

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

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

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

                      U. S. Auto Industry

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

   * Based on the strengthening U.S. economy, we are increasing
     our 2010 CY sales outlook to 11.5 to 12.0 million (total
     vehicle)


    GM North America Production
    Units 000s                           Car     Truck     Total
    ---------------------------          ---     -----     -----
    2010 January                          69       130       199

    Units O/(U) prior year                63        71       134

    % change O/(U) prior year          1050%      120%      206%

    2010 Q1                              237       413       650

    Units O/(U) prior year               121       158       279

    % change O/(U) prior year           104%       62%       75%


    GM U.S. Dealer Inventory
    Units 000s                           Car     Truck     Total
    ---------------------------          ---     -----     -----
    2010 January                         143       247       390

    Units O/(U) prior year             (220)     (192)     (411)

    % change O/(U) prior year          (61%)     (44%)     (51%)

    Units O/(U) prior month              (6)        11         5

    % change O/(U) prior month          (4%)        4%        1%

    2009 December                        149       236       385

    2009 January                         363       439       801

        Other Brands Sales Down 90 Percent in January;
    Represent 1.2 Percent of Sales, 1 Percent of Inventory

Saturn, Pontiac, Saab and HUMMER combined volumes represented
1.2 percent of total sales in January, compared with 12 percent in
May 2009.  Inventories for the combined brands totaled 4,212 units
at January month-end, representing a 96 percent decrease compared
to the end of May 2009 (112,141 units).

             Month-End Inventories of Non-Core Brands
                    (May 2009 to Jan. 2010):

                       May 2009    Jan 2010    % Reduction
                       --------    --------    -----------
    HUMMER                4,039       2,493        38%
    Pontiac              70,876         534        99%
    Saab                  4,579         780        83%
    Saturn               32,647         405        99%


                       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)


GOTTSCHALKS INC: Dimensional Ceases to be Owners of 5% of Stock
---------------------------------------------------------------
Dimensional Fund Advisors LP has filed with the Securities and
Exchange Commission Amendment No. 3 to its Schedule 13-G which was
initially filed on February 2, 2001.

The CUSIP Number of the common stock is 383485109.

Dimensional Fund discloses that it has ceased to be beneficial
owners of 5% or more of Gottschalks Inc.'s common stock.

A full-text copy of the amendment no. 3 to Dimensional Fund's
SC 13-G is available for free at
http://researcharchives.com/t/s?51f5

                      About Gottschalks Inc.

Headquartered in Fresno, California, Gottschalks Inc. (Pink
Sheets: GOTTQ.PK) -- http://www.gottschalks.com/-- is a regional
department store chain, operating 58 department stores and three
specialty apparel stores in six western states.  Gottschalks
offers better to moderate brand-name fashion apparel, cosmetics,
shoes, accessories and home merchandise.

The Company filed for Chapter 11 protection on January 14, 2009
(Bankr. D. Del. Case No. 09-10157).  O'Melveny & Myers LLP
represents the Debtor in its Chapter 11 case.  Lee E. Kaufman,
Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., serves as the Debtors' co-counsel.  The Debtor selected
Kurtzman Carson Consultants LLC as its claims agent.  The U.S.
Trustee for Region 3 appointed seven creditors to serve on an
official committee of unsecured creditors.  When the Debtor filed
for protection from its creditors, it listed $288,438,000 in total
assets and $197,072,000 in total debts.


GRAHAM PACKAGING: Announces Pricing of Initial Public Offering
--------------------------------------------------------------
Graham Packaging Company Inc. on Wednesday announced the pricing
of its initial public offering of 16,666,667 shares of its common
stock at $10.00 per share.  The shares were to begin trading on
the New York Stock Exchange on February 11, 2009, under the ticker
symbol "GRM," and the offering is expected to close February 17,
2010.  Graham Packaging has granted the underwriters a 30-day
option to purchase up to an additional 2,500,000 shares at the
initial public offering price.

Graham Packaging expects to contribute the majority of the net
proceeds from the offering to its indirect subsidiary, Graham
Packaging Company, L.P., to repay a portion of its indebtedness,
and the remaining net proceeds primarily to pay a one-time
termination fee under Graham Packaging's Monitoring Agreement.
Any additional proceeds received as a result of the exercise of
the underwriters' option to purchase additional shares will be
contributed to the Operating Company to repay additional
indebtedness.

Citi, Goldman, Sachs & Co. and Deutsche Bank Securities are acting
as joint bookrunning managers for the offering.  BofA Merrill
Lynch, UBS Investment Bank, KeyBanc Capital Markets, Baird and
Chapin Davis Inc. are acting as co-managers.

A registration statement relating to shares of the common stock of
Graham Packaging has been declared effective by the U.S.
Securities and Exchange Commission.

The offering of these securities will be made only by means of a
prospectus, copies of which may be obtained from Citi at Brooklyn
Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220,
telephone: (800) 831-9146, email: batprospectusciti.com, Goldman,
Sachs & Co. at Prospectus Department, 85 Broad Street, New York,
New York 10004, facsimile: 212-902-9316, email: prospectus-
ny@ny.email.gs.com and Deutsche Bank Securities Inc., at Attn:
Prospectus  Department, 100 Plaza One, Jersey City, New Jersey
07311, Tel: (800) 503-4611, email: prospectusrequest@list.db.com

                      About Graham Packaging

Headquartered in York, Pennsylvania, Graham Packaging Holdings
Company, -- http://www.grahampackaging.com/-- the parent company
of Graham Packaging Company, L.P., is engaged in the design,
manufacture and sale of customized blow molded plastic containers
for the branded food and beverage, household, automotive
lubricants and personal care/specialty product categories.  As of
the end of June 2008, the company operated 83 manufacturing
facilities throughout North America, Europe and South America.

Graham Packaging's consolidated balance sheets at September 30,
2009, showed $2.067 billion in total assets and $2.937 billion in
total liabilities, resulting in a $869.6 million partners'
deficit.


HALCYON HOLDING: Court OKs Sale of 'Terminator' to Pacificor
------------------------------------------------------------
Alex Dobuzinskis and Emily Chasan at Reuters report U.S.
Bankruptcy Judge Ernest Robles in Los Angeles, California,
authorized Halcyon Holding Corp. to sell the Terminator movie
franchise and other spin-off rights for $29.5 million to Santa
Barbara-based hedge fund Pacificor LLC.

The Troubled Company Reporter, citing a report by Nikki Finke at
Deadline.com, ran a story on February 10 about Pacificor winning
the auction.

According to Reuters, Judge Robles overruled an objection from
Columbia Pictures and Lions Gate Entertainment Corp. who had
claimed the auction process was unfair after their joint bid for
the franchise was not selected.  According to Reuters, Judge
Robles held that the transaction would offer the best deal for
Halcyon's unsecured creditors.

Ben Fritz at Los Angeles Times said Tuesday that Sony and Lions
Gate were in talks with Pacificor to jointly take control of the
rights to the Terminator movie franchise.  According to LA Times,
Pacificor, with no experience in the entertainment industry or
ability to produce sequels itself, was engaged in discussions with
Sony and Lions Gate to handle future "Terminator" films.  The
parties are still working out potential deal terms.  Sources told
LA Times that if those talks aren't concluded amicably, Sony and
Lions Gate would object to the sale.

Pacificor, Halcyon's largest creditor in the bankruptcy, made a
winning "credit bid" of $29.5 million on Monday to acquire the
franchise.  It promised to pay an additional $5 million to
Halcyon's bankruptcy estate for each future Terminator sequel
created.

According to Reuters, Lions Gate and Columbia Pictures, a unit of
Sony Corp, made a $35.6 million joint offer and promised to pay
the Debtor a further $2 million for each of the sixth and seventh
Terminator sequels, but no money for the fifth sequel.

Reuters says the movie studios had contested last minute changes
that allowed Pacificor to credit bid up to $38 million.

According to Reuters, Judge Robles said he believed the Pacificor
deal would lead to a better return for Halcyon's unsecured
creditors.  "They have the most at stake here," Judge Robles said.

Halcyon Holding acquired the Terminator franchise in 2007 for
about $25 million.  It had been working on the concept for a fifth
Terminator film when it filed for bankruptcy.

FTI Capital Advisors acted as the banker for the auction,
Peitzman, Weg & Kempinsky LLP represents Halcyon.  Pacificor is
represented by Latham & Watkins.

The Troubled Company Reporter, citing Bloomberg News, said Halcyon
filed for bankruptcy August 17, 2009, the same day it launched a
court battle with Pacificor, which provided funding for its film.
Halcyon sued Pacificor and one of its former employees.  According
to the Los Angeles Times, Derek Anderson and Victor Kubiceck,
Halcyon's owners, failed to make a payment demanded by Pacificor.
In their suit against Pacificor, filed in state court in Los
Angeles, Messrs. Anderson and Kubiceck claimed they couldn't make
the payment because of a lien Pacificor placed on Dominion
Holdings, one of the companies that filed for protection.

Halcyon borrowed a total of $39 million from Pacificor and has
paid back $15 million, the LA Times said, citing people close to
the company.

Ms. Finke said Halcyon in its lawsuit accused Pacificor of
extortion, bribery, and fraud and demanded $30 million in damages.

Halcyon Holding Group LLC is the company that produced "Terminator
Salvation," a film that generated $369 million in box office
receipts.   Halcyon Holding Group LLC and two affiliated companies
filed Chapter 11 petitions on Aug. 17 in Los Angeles, California
(Bankr. C.D. Calif. Case No. 09-31854).  Halcyon said it has
between $50 million and $100 million in both assets and debts.


HARTMARX CORP: Proposes Lee & Associates as Broker
--------------------------------------------------
Hartmarx Corp. is seeking approval from the U.S. Bankruptcy Court
to employ Lee & Associates of Illinois as real estate broker.

The Debtor proposes to pay the firm a commission consisting of 6%
of the gross sale price with respect to improved real estate and
8% of the gross sale price with respect to vacant land.

Based in Chicago, Illinois, Hartmarx Corporation --
http://www.hartmarx.com/-- produced and marketed business,
casual, and golf apparel under its own brands, which included Hart
Schaffner Marx, Hickey-Freeman, Palm Beach and Coppley among
others.  A drop off in demand for tailored clothing led to poor
sales.  The company and 51 affiliates sought Chapter 11 bankruptcy
protection on January 23, 2009 (Bankr. N.D. Ill. Lead Case No.
09-02046).  George N. Panagakis, Esq., Felicia Gerber Perlman,
Esq., and Eric J. Howe, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, represent the Debtors in their restructuring efforts.
When the Debtors filed for bankruptcy, they listed $483,108,000 in
total assets and $261,220,000 in total debts as of August 31,
2008.


HAWKER BEECHCRAFT: Has $712 Million Operating Loss for 2009
-----------------------------------------------------------
Hawker Beechcraft Acquisition Company LLC reported net sales of
$3.2 billion and an operating loss of $712.0 million for the 12
months ended Dec. 31, 2009, compared with net sales of
$3.5 billion and an operating income of $140.3 million for the
same period in 2008.

The Company disclosed $3.74 billion in total assets against
$3.62 billion in total liabilities, resulting to a $120 million
stockholders' equity, as of Dec. 31, 2009.

In addition to lower sales, the Company's 2009 operating income
was impacted by significant non-cash impairment and other charges
totaling $726.4 million recorded during the third quarter 2009.
Despite the lower operating income, cash flow from operations for
2009 was $177.1 million compared to cash consumed in operations of
$69.0 million in 2008.

The 2009 sales were affected by lower volume in the Company's
Business & General Aviation segment as a result of weakness in the
general aviation market throughout the year.  B&GA sales for 2009
were $2.3 billion, compared to $2.8 billion in 2008.  The Company
delivered 309 business and general aviation aircraft during 2009,
consisting of 98 jet, 155 turboprop and 56 piston aircraft.  This
compares to 441 deliveries during 2008. Details of the deliveries
in the fourth quarter and for full year 2009, along with the
comparable periods in 2008, are included in the Appendix.

Trainer Aircraft segment sales were $531.3 million for 2009,
compared to $338.2 million in 2008.  The $193.1 million increase
was the result of increased production volume in support of higher
trainer aircraft deliveries.  Volume in 2008 was impacted by the
previously disclosed June 2008 suspension of deliveries, pending
resolution of quality issues with a supplier's component.
Deliveries resumed in January 2009.

Sales in the Company's Customer Support segment for 2009 were
$438.3 million, compared to $522.8 million in 2008. In addition to
lower general aviation aircraft usage as a result of recent
economic conditions, Customer Support segment sales were also
impacted by the sale of the Company's fuel and line operations
during 2008. 2008 sales included $48.5 million related to the fuel
and line operations subsequently sold.

The $712.0 million operating loss for 2009 was heavily impacted by
$726.4 million of impairment and other charges recorded during the
third quarter. Excluding these charges, operating income was
$14.4 million for 2009. The decline, compared to the prior year
operating income of $140.3 million, is primarily due to the
downturn in the B&GA segment as a result of the overall economic
conditions.

The Appendix includes a presentation of adjusted earnings before
interest, tax, depreciation and amortization (Adjusted EBITDA).
Adjusted EBITDA is a non-GAAP measure the Company believes is
useful in evaluating the ability of issuers of "high-yield"
securities to meet their debt service obligations. This measure is
not intended as a substitute for an evaluation of results under
GAAP and has been reconciled to its closest GAAP measure, Income
Before Tax, in the Appendix. Adjusted EBITDA, as presented, was
$127.3 million for 2009.

On Dec. 14, 2009, the Company provided 2009 earnings guidance of
an operating loss range of $725.0 million to $740.0 million and
Adjusted EBITDA range, determined on the same basis as presented
in the Appendix, of $95.0 million to $110.0 million. The Company's
2009 net operating loss and Adjusted EBITDA were better than the
prior guidance due primarily to better than expected performance
in a number of areas, including final aircraft delivery volume.

Cash flow from operations was $177.1 million for the full year
2009, compared to cash consumed of $69.0 million in 2008. The
favorable cash performance was despite lower overall earnings and
reflects sharply reduced inventory on-hand as a result of aircraft
delivered during the year, as well as lower material receipts. In
addition, improved inventory management and ongoing cost reduction
efforts throughout the Company favorably impacted operating cash
flow.

The Company's cash balance at Dec. 31, 2009, was $568.8 million.
Subsequent to year end, the Company used a portion of its cash
balance to fully repay the $235.0 million previously borrowed
under its revolving credit facility. The revolving credit facility
remains available for future borrowings as needed.

A full-text copy of the Company 2009 report on Form 10-K is
available for free at http://ResearchArchives.com/t/s?521f

                     About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, is a leading manufacturer of business jets,
turboprops and piston aircraft for corporations, governments and
individuals worldwide.

                            *    *    *

According to the Troubled Company Reporter on Feb. 1, 2010,
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 75.21 cents-on-
the-dollar during the week ended Friday, Jan. 29, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.93 percentage points
from the previous week, The Journal relates.  The Company pays 200
basis points above LIBOR to borrow under the facility.  The bank
loan matures on March 26, 2014, and carries Moody's Caa1 rating
and Standard & Poor's CCC+ rating.  The debt is one of the biggest
gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Friday among the 172 loans
with five or more bids.


HIGH ROCK HOLDING: Files Schedules of Assets and Liabilities
------------------------------------------------------------
High Rock Holding, LLC, filed with the U.S. Bankruptcy Court for
the District of Nevada its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property               $29,112
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $12,287,016
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $5,776,491
                                 -----------      -----------
        TOTAL                        $29,112      $18,063,507

Carson City, Nevada-based High Rock Holding, LLC, filed for
Chapter 11 bankruptcy protection on November 8, 2009 (Bankr. D.
Nev. Case No. 09-53989).  Kenneth D. Sisco, Esq., at Sisco&
Naramore 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.


HSH DELAWARE: Has $5 Million Financing from Flowers
---------------------------------------------------
Bill Rochelle at Bloomberg News reports that HSH Delaware GP LLC
and affiliates scheduled a Feb. 24 hearing for preliminary
approval of $5 million in secured financing to pay bills during
the reorganization.  The loan would have a lien prior to the
existing lenders' security interests.  The EUR1.25 billion
(US$1.76 billion) purchase price was financed in part with a
EUR375 million loan from ABN Amro Bank NV, London Branch.

                        About HSH Delaware

HSH Delaware GP LLC, and six affiliates filed for Chapter 11 on
January 21, 2010 (Bankr. D. Del. Case No. 10-10187).

Nine HSH partnerships were created in 2006 to buy a 26% stake in
HSH Nordbank AG, the world's largest shipping financier, from
WestLB AG for about EUR1.25 billion ($1.76 billion).  The
partnerships received unsecured term and revolving loans of EUR375
million from ABN AMRO bank to fund the purchase of HSH Nordbank
shares.

In September 2009, creditors with claims aggregating $27.8 million
filed a petition to send affiliate HSH Delaware LP to Chapter 7
liquidation (Bankr. D. Del. Case No. 09-13145).  Commerzbank AG,
Lloyds TSB Bank Plc, ABN Amro Bank NV, Calyon, Royal Bank of
Scotland Plc and Landsbanki Islands HF filed the involuntary
Chapter 7 petition.

John Henry Knight, Esq., and Lee E. Kaufman, Esq., at Richards,
Layton & Finger, P.A., represent HSH Delaware GP and its
affiliates.  McCarthy Tetrault LLP is the Canadian counsel.  H
Ronald Weissman is the chief restructuring officer.

HSH, based in Wilmington, Delaware, listed as much as $500 million
in both assets and debt in Chapter 11 documents filed in
Bankruptcy Court.  According to Reuters, people familiar with the
bankruptcy said the partnerships had total assets of $680 million.


IMPERIAL HOMES: Files for Chapter 7 Liquidation
-----------------------------------------------
Imperial Homes Texas Ltd. filed for Chapter 7 liquidation on
Feb. 9 (Bankr. S.D. Tex. Case No. 10-31140), listing assets of $5
million against debt totaling $11.6 million.  Imperial Homes Texas
Ltd. is Houston-area builder, owning nine homes and 35 lots.


INTERNATIONAL ALUMINUM: Creditors Committee Fails to Halt Plan
--------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Official
Committee of Unsecured Creditors in International Aluminum Corp.'s
cases failed in its effort at slowing confirmation of the
prepackaged reorganization.

The Committee, in a motion on Jan. 22, asked the bankruptcy judge
to push back the disclosure statement hearing, scheduled for
February 17, by one month.  The Committee contends the plan
"unfairly discriminates against one class of unsecured creditor by
purporting to pay all other unsecured creditors in full."  The
Committee says the plan is also infected with "sweetheart deals by
management."

Two members of the Committee are investors Carlyle Mezzanine
Partners LP and AEA Mezzanine Funding B LLC.  Mezzanine lenders
would be wiped out in IAC's plan.

                        The Chapter 11 Plan

International Aluminum Corp. and its units have filed with the
U.S. Bankruptcy Court for the District of Delaware a joint plan of
reorganization and disclosure statement.

Under the Plan, senior secured creditors -- owed $125 million on a
term loan and $20 million on a revolving loan -- would receive $38
million in new notes and 100% of the equity in the reorganized
companies.  They will recover 72.5% to 82% of their claims.
Holders of other secured claims would have their claims reinstated
and will recover 100%.

General unsecured claims, administrative expense claims, tax
claims, certain priority non-tax claims and certain other secured
claims would be paid in full.

Holders of 12.75% Senior Subordinated Notes due 2014, aggregating
$45 million would receive nothing on account of their claims.
Carlyle Mezzanine Partners, L.P., is agent under the senior
subordinated loan agreement.  Existing equity interests would be
extinguished and equity holders won't have any distributions.
They are deemed to reject the Plan and won't be receiving ballots.

                    About International Aluminum

International Aluminum filed for Chapter 11 bankruptcy protection
on January 4, 2010 (Bankr. D. Delaware Case No. 10-10003).  The
Company's affiliates, including IAC Holding Co. and United States
Aluminum Corporation, also filed Chapter 11 bankruptcy petitions.
John Henry Knight, Esq., and L. Katherine Good, Esq., at Richards,
Layton & Finger, P.A., assist the Debtors in their restructuring
efforts.  Weil, Gotshal & Manges LLP is the Debtor's co-counsel.
Moelis & Company is the Debtor's financial advisor.  Kurtzman
Carson Consultants LLC is the Debtor's claims agent.  The Debtor
listed $198 million in assets and  $217 million in liabilities as
of November 30, 2009.


INTERNATIONAL RECTIFIER: Fitch Affirms 'BB' Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed International Rectifier Corp.'s 'BB'
Issuer Default Rating and revised the Rating Outlook to Stable
from Negative.

The rating and Outlook reflect Fitch's expectations for IR's
operating performance and free cash flow to meaningfully improve
over the near-term, driven by a healthier operating environment
and strong new order patterns for its power management
semiconductors.  Fitch also anticipates the company will benefit
from its ongoing restructuring initiatives, which should provide
meaningful operating leverage within the context of even modest
revenue growth.  Fitch believes the company will be challenged to
return profitability to cycle peak levels (in the mid-20%) over
the next few years, given IR's increased emphasis on its lower
gross margin Power Management Devices segment and outsourcing
initiatives.  Nonetheless, Fitch anticipates operating EBITDA
margin will approach and potentially exceed 10% in fiscal year
2010, versus 2.5% in the prior fiscal year, and reach the mid-
teens beyond the near-term.

Fitch believes free cash flow likely will be modestly negative for
the full fiscal year 2010, driven mostly by cash payments related
to settling outstanding litigation and restructuring charges.
Nonetheless, Fitch anticipates modestly positive annual free cash
flow beyond the current full fiscal year ending on approximately
June 30, 2010, due to the combination of higher anticipated
profitability and Fitch's belief that IR will maintain capital
spending at or below 6% of annual sales versus 10% historically
and more than 15% for the broader semiconductor industry.  Capital
spending likely will be slightly elevated from maintenance levels
over the next few years, as the company implements a new
enterprise resource planning system and facilities capacity for
its gallium nitride platform production capabilities.  This will
be partially offset over time by IR's efforts to increase
manufacturing outsourcing to approximately 30% from approximately
2% of total output.

The ratings and Outlook incorporate Fitch's expectations that the
company will remediate its material weaknesses related to its
historical accounting issues and subsequent financial reporting
restatements over the near-term.  Remediation of the material
weaknesses represents the last step in resolving these legacy
issues, following the Securities and Exchange Commission's (SEC)
recent announcement that it had concluded its investigation and
does not intend to recommend any enforcement action against IR.

The ratings and Outlook contemplate Fitch's belief that IR's
capital structure will not remain debt-free over the longer-term
and proceeds of any issuance would most likely be used for share
repurchases (or some other form of shareholder friendly
distribution) or consolidating acquisitions, given the fragmented
nature of the power management semiconductor market.  Fitch
believes that the former is more likely, given the current rich
valuations for potential acquisitions and IR's announcement that
it will provide more visibility into its intended use of cash to
deliver shareholder value in the coming months.  IR has
approximately $65 million remaining outstanding under the up to
$100 million share repurchase program authorized in October 2008.
Fitch estimates IR's minimum operating cash levels currently are
approximately $200 million, given that the company currently does
not have a revolving credit facility.

The ratings are supported by:

  -- IR's leading positions in a variety of end markets for power
     management semiconductors and increased electronics
     penetration and adoption of more energy efficient devices.

  -- The relatively low technology risk and capital spending
     requirements associated with power management semiconductors.

  -- Diversified customer, end market and product portfolios.

Ratings concerns center on IR's:

  -- Modest free cash flow profile.

  -- Relatively limited scale, potentially constraining
     opportunities for market share consolidation.

  -- Lack of clarity on financial policies.

  -- Operating volatility associated with significant industry
     cyclicality.

Fitch may take negative rating actions if:

  -- IR meaningfully depletes cash balances via accelerating share
     repurchases;

  -- annual free cash flow remains negative through the
     intermediate-term, likely stemming from a combination of
     market share erosion, the inability to expand profit margins,
     or excess inventory levels within the context of a
     meaningfully slower than expected macroeconomic recovery.

Fitch believes positive rating actions are unlikely over the near-
term, however, could be achieved through IR generating
meaningfully stronger than anticipated annual free cash flow over
the longer-term, likely from a combination of substantially
reduced capital spending associated with the company's efforts to
outsource manufacturing, the consolidation of market share, or
strong adoption of its GaN technology platforms.

Fitch believes IR's liquidity position was sufficient as of
Dec. 27, 2009, and supported by:

  -- $209 million of cash and cash equivalents;
  -- $337 million of short- and long-term investments.

Fitch believes free cash flow will be modestly negative in fiscal
year 2010 (approximately $50 million) but modestly positive beyond
fiscal year 2010, driven by expectations for improved
profitability and lower than historical capital spending.


ISACK ROSENBERG: New York Court Tosses Out Deal With Capital One
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
dismissed the agreement between the developers Isack Rosenberg and
Yitzchak Schwartz, and Capital One that would extend the deadline
for the developers to purchase the debt on a 120-condo unit by
March 31, 2010, according to Amanda Fung at Crain's New York
Business.

Crain's, citing papers filed with the Court, reported that
Mr. Rosenberg had the $30 million amount necessary to pay for
Warehouse 11 and was ready to pay a month before the March 31
deadline but Capital One rejected the tender.

Isack Rosenberg filed a Chapter 11 petition (Bankr. E.D.N.Y. Case
No. 09-46326) on July 28, 2009.  A copy of his petition is
available at http://bankrupt.com/misc/nyeb09-46326.pdfat no
charge.  The Debtor's assets consist primarily of ownership
interests in a number of businesses, including Certified Lumber
Corporation and Boro Park Home Center, lumber and hardware
businesses, as well as other entities engaged in the development
of real estate.  One such entity is McCaren Park Mews, LLC, of
which the Debtor owns 50%.  McCaren owns an unfinished condominium
project in Williamsburg, Brooklyn.  Capital One, N.A., holds a
mortgage and security interest on McCaren's assets, securing debt
in the approximate amount of $50 million.  The Debtor and Yitzchok
Schwartz, the owner of the other half of the equity interest in
McCaren, each have guaranteed the McCaren Debt.  Other creditors
of the Debtor include RCGLV Maspeth LLC, RCG Longview II, L.P.,
and Galster Funding, LLC, which individually or collectively hold
a security interest in the Debtor's ownership interest in various
entities, including McCaren.  Judge Craig appointed an Examiner in
the Debtor's case on Nov. 5, 2009.


ITC^DELTACOM INC: Withdraws Notes Offering Amid Weak Market
-----------------------------------------------------------
ITC^DeltaCom, Inc., said Wednesday that, in light of current
market conditions, it is withdrawing its private offering of
senior secured notes to institutional investors.

"The proposed transaction was intended to opportunistically
refinance our existing indebtedness with fixed rate senior secured
notes," commented Richard Fish, ITC^DeltaCom's Chief Financial
Officer.  "When we initially embarked on this process, the
anticipated cost of capital for the new senior secured notes was
in the range of 9% to 9.5%.  However, as a result of the
significantly weaker market conditions that have occurred over the
last several days, the pricing on the new senior secured notes
would have increased by an additional 2% to 2.5%. Clearly, given
that the company's current cost of capital is approximately 5%,
the operational flexibility that would have been provided by the
new senior secured notes is significantly outweighed by the
estimated new cost of capital. Accordingly, the proposed
refinancing is unattractive at this time."

As reported by the Troubled Company Reporter on February 4, 2010,
Moody's Investors Service assigned a B3 rating to ITC^DeltaCom's
proposed $325 million second lien senior secured notes due 2016,
assigned a Ba3 rating to the proposed $30 million first lien
senior secured revolving credit facility due 2015, affirmed the B3
corporate family rating, and upgraded the speculative grade
liquidity rating to SGL-1 from SGL-2.  The fundamental rating
outlook was revised to positive from stable.  The ratings on the
existing senior secured credit facilities were expected to be
withdrawn upon completion of the transaction.

Moody's said it would consider an upgrade if the company is
successful in further transforming its revenue mix, with
expectations for leverage sustained below 3.5x and free cash flow
in excess of 5% of debt.

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

                        About Itc^DeltaCom

Headquartered in Huntsville, Alabama, ITC^DeltaCom, Inc. (OTC
Bulletin Board: ITCD) -- http://www.deltacom.com/-- provides,
through its operating subsidiaries, integrated telecommunications
and technology services to businesses and other communications
providers in the southeastern United States.  ITC^DeltaCom offers
a comprehensive suite of voice and data communications services,
including local, long distance, broadband data, Internet
connectivity, wireless voice and data services, and customer
premise equipment.  ITC^DeltaCom is one of the largest competitive
telecommunications providers in its primary eight-state region.


JAPAN AIRLINES: Announces New Executive Officers
------------------------------------------------
The Japan Airlines Group announced the formation of a new
executive management team for the holding company, Japan Airlines
Corporation (JALS), and of its main operating company Japan
Airlines International (JALI) with effect from February 8, 2010.

In pursuit of a more streamlined management structure, the
position of managing executive officer will be removed and the
number of executive officers reduced by 11 from the previous team.

With a younger, slimmer top management that is expected to
comprehensively draw up and speedily implement effective measures,
the JAL Group is determined to achieve a swift revitalization of
the company.

Under the new leadership of Mr. Kazuo Inamori as the JAL Group
chairman, and Mr. Masaru Onishi as president, both assuming office
from February 1, 2010, the newly-appointed board members,
executive officers, and every employee of the JAL Group will work
collectively as one to continue offering customers flights of the
highest safety and service levels.

   Executive Officers of Japan Airlines Corporation Co. Ltd
           and Japan Airlines International Co. Ltd

  Name                Title      Assignments
  ----                -----      -----------
Kazuo Inamori      Chairman

Masaru Onishi      President   JAL Group COO; Chairman of
                              Safety Enhancement Task Force /
                              Customer Satisfaction Improvement
                              Committee / Corporate Culture
                              Reformation Committee / CSR
                              Committee / Global Environmental
                              Committee / Corporate Compliance
                              and Business Risk Management
                              Committee

Hisao Taguchi      Executive   Assistant to the President /
                  Vice        Internal Control / Customer
                  President   Satisfaction Improvement /
                              Executive Secretariat Office

Hiroyasu Omura     Senior      Human Resource Management /
                  Managing    Industrial Relations / Medical
                  Executive   Services
                  Officer

Chihiro Tamura     Senior      General Manager, Corporate Safety
                  Managing    & Security Division / Family
                  Executive   Assistance & Support / Corporate
                  Officer     Culture Reformation /
                              Environmental Affairs

Hirohide Kamikawa  Executive   Regional Manager, Tokyo & Eastern
                  Officer     Japan

Kunio Hirata       Executive   Cargo & Mail / President of JAL
                  Officer     Cargo Sales

Shigemi Kurusu     Executive   General Manager, Corporate
                  Officer     Planning

Hiroshi Ikeda      Executive   President of JALways
                  Officer

Yoshiharu Ueki     Executive   General Manager, Flight Operations
                  Officer     Division

Tatsuhito Saikawa  Executive   Deputy General Manager, Flight
                  Officer     Operations Division / Vice
                              President, Flight Planning and
                              Administration, Flight Operations
                              Division

Tadao Sakai        Executive   Deputy General Manager, Corporate
                  Officer     Safety & Security Division

Tetsuro Sugawa     Executive   Airport Operations Division /
                  Officer     President of JAL Sky

Tsutomu Ando       Executive   International Affairs Division /
                  Officer     China Business Development

Eiichi Yamaguchi   Executive   Regional Manager, Osaka & Western
                  Officer     Japan / President of JAL Sales
                              Western Japan

Susumu Fukushima   Executive   Regional Manager Narita /
                  Officer     Executive Vice President of JAL
                              Sky / Vice President, Narita
                              Airport

Nobuhiro Sato      Executive   General Manager, Engineering &
                  Officer     Maintenance Division / President
                              of JAL Engineering

Takashi Saito      Executive   Deputy General Manager,
                  Officer     Engineering & Maintenance Division
                              / Maintenance Planning &
                              Administration Office

Manabu Sato        Executive   Vice President, Office of the
                  Officer     Trustees

Yoshito Shimizu    Executive   President of JAL EXPRESS
                  Officer

Tsuyoshi Yamamura  Executive   President of J-AIR
                  Officer

Junko Okawa        Executive   Cabin Attendants Division
                  Officer

Toshio Shinohara   Executive    Executive Vice President of JAL
                  Officer      Sky, Vice President Haneda
                               Airport

Norikazu Saito     Executive    Finance & Investor Relations /
                  Officer      Accounting / Internal Control

Tadashi Fujita     Executive    Passenger Sales & Marketing
                  Officer      Division / Asia & Oceania

Toshiyuki          Executive    Purchasing
Kawarabata             Officer

Arata Yasujima     Executive    President of Japan Air Commuter
                  Officer

Toshiaki Norita    Executive    Personnel
                  Officer


Ryuzo Toyoshima    Executive    General Administration / Public
                  Officer      Relations / Strategic Corporate
                               Relations / Legal Affairs and
                               Compliance

Hideki Kikuyama    Executive    Deputy General Manager, Corporate
                  Officer      Planning

Hideo Ninomiya     Executive    IT Services & Planning / Internal
                  Officer      Control


Retirements from the board with effect from February 7, 2010

   Name                      Title
   ----                      -----
Katsuhiko Nawano          Executive Vice President
Tetsuya Takenaka          Executive Vice President
Kiyoshi Kishida           Executive Vice President
Susumu Miyoshi            Senior Managing Executive Officer
Masato Uehara             Senior Managing Executive Officer
Toshio Annaka             Managing Executive Officer
Shunichi Saito            Managing Executive Officer
Masaaki Haga              Managing Executive Officer
Atsuro Nishi              Managing Executive Officer
Tetsuo Takahashi          Executive Officer
Yoshimasa Kanayama        Executive Officer
Toshinari Oshima          Executive Officer
Takahiro Kato             Executive Officer
Yuji Okada                Executive Officer
Muneyuki Mitsui           Executive Officer
Toshio Takahashi          Executive Officer
Ichiro Morii              Executive Officer
Katsuaki Suzuki           Executive Officer
Yoriko Nagata             Executive Officer
Yoshio Imajo              Executive Officer
Keizaburo Yokota          Executive Officer
Kazuhiko Nishi            Executive Officer

These persons will remain in the company with their respective
assignments:

* Takahiro Kato - Regional Manager, Nagoya & Central Japan

* Yuji Okada - CEO for Europe, Middle East & Africa Vice
              President & Regional Manager, UK and Ireland

* Keizaburo Yokota - Vice President & Regional Manager, Beijing

* Kazuhiko Nishi - Deputy Regional Manager, Tokyo & Eastern Japan
                 / Corporate Accounts

                        About Japan Airlines

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

                          *     *     *

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

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

Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News.  The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.

(http://bankrupt.com/newsstand/or 215/945-7000)


JAPAN AIRLINES: Applies for Revision of IATA Normal Fares
----------------------------------------------------------
The JAL Group filed an application with the Japanese Ministry of
Land Infrastructure, Transport & Tourism (MLIT) requesting a
revision of IATA international normal and PEX airfares applicable
for Japan departures to Europe, Middle East and Oceania (Australia
and New Zealand).

The application for fares to North America, Central and South
America, Hawaii, Southeast Asia and India from Japan was submitted
on December 25, 2009.

The revisions will take effect from April 1, 2010, pending
government approval.

                        About Japan Airlines

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

                          *     *     *

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

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

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


JAPAN AIRLINES: Discloses Route & Flight Frequency Plan for 2010
----------------------------------------------------------------
The JAL Group announced, its route, flight frequency and fleet
plan for international and domestic passenger operations as well
as international cargo operations for the first half of FY2010,
the period ending September 30, 2010.

In formulating the JAL Reorganization Plan with a sharp focus on
improving profitability, JAL will closely evaluate market
situations and effectively capitalize on the up-coming expansion
of airports in Tokyo.

JAL will continue striving towards improving profitability with
unwavering commitment to offer customers the highest levels of
safety, on-time performance and service.

                        About Japan Airlines

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

                          *     *     *

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

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

Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News.  The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.

(http://bankrupt.com/newsstand/or 215/945-7000)


JOANNE SANDBLOM: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Joanne M. Sandblom filed with the U.S. Bankruptcy Court for the
Northern District of Illinois its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $1,055,000
  B. Personal Property           $27,702,535
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $31,363,565
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $195,000
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $35,998
                                 -----------      -----------
        TOTAL                    $28,757,535      $31,594,563

Algonquin, Illinois-based Joanne M. Sandblom filed for Chapter 11
bankruptcy protection on January 4, 2010 (Bankr. N.D. Ill. Case
No. 10-70005).  Ms. Sandblom's affiliates, Boulevard Shoppes, LLC,
and Oakridge Development Co., each filed bankruptcy petitions last
year.  James E. Stevens, Esq., at Barrick, Switzer, Long, Balsley
& Van Ev, assists Ms. Sandblom in her restructuring effort.  Ms.
Sandblom listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


LAKE AT LAS VEGAS: Former Owners Balk at Bankruptcy-Exit Plan
-------------------------------------------------------------
ABI reports that Lake Las Vegas is facing a number of objections
to its plan to exit bankruptcy under the control of Texas
investment firm Highland Capital Management.

The confirmation hearing for approval of the reorganization plan
of Lake at Las Vegas Joint Venture LLC is currently scheduled for
April 13.

The Debtors have yet to begin soliciting votes on the Plan.  They
will begin soliciting votes on the Plan following approval of the
adequacy of the information in the Disclosure Statement.  The
Debtors propose a hearing on the adequacy of information in the
Disclosure Statement on February 16, 2010, at 1:30 p.m. (Pacific
time.)

According to the amended Disclosure Statement, the Plan provides
for holders of general unsecured claims to receive their ratable
share of a $1 million fund (after expenses) and up to 10% of the
net proceeds of the Debtors' litigation claims.

As reported in the Troubled Company Reporter on October 15, 2009,
general unsecured creditors will receive their ratable share of a
$1 million fund and the 6-2/3% share of the litigation recoveries
from the creditor trust.

Solely for the purposes of the Plan, the assets, claims, and
affairs of the Debtors and their estates will be substantively
consolidated.  In effect, all general unsecured creditors
accepting the Plan will receive the same ratable distribution,
without regard to which Debtor they have a claim against.

A Creditor Trust will be created to hold and prosecute the
Debtors' claims against the former insiders and certain avoidance
actions, including fraudulent transfer and preference actions.

Obligations required to be satisfied in cash under the Plan on and
after the Effective Date will  be satisfied from the Reorganized
Debtors' cash on hand, including the remaining proceeds of the
DIP Facility, the lease or sale of assets, revenues, and the
proceeds of the exit facility.

A full-text copy of the Disclosure Statement is available at:

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

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

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

                     About Lake at Las Vegas

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada.  Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.

The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814).  When Lake
at Las Vegas Joint Venture, LLC, filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion.  Courtney E. Pozmantier,
Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney,
Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm, represent
the Debtors as counsel.  Kaaran E. Thomas, Esq., Ryan J. Works,
Esq., at McDonald Carano Wilson LLP, represent the Official
Committee of Unsecured Creditors as counsel.


LANDAMERICA FIN'L: Dimensional Stake Down to 300 Shares
-------------------------------------------------------
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 514936103.

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

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Dimensional Fund Advisors LP               300           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 (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?5220

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FIN'L: OneStop Plan Gets 86.36% Creditors' Acceptance
-----------------------------------------------------------------
The scheduled hearing by which Debtor LandAmerica OneStop, Inc.,
will seek confirmation of the Chapter 11 Plan filed by
LandAmerica Financial Group, Inc. and its debtor affiliates as to
its own case is set to commence on February 9, 2010, at 10:00
a.m. Eastern Time, before the U.S. Bankruptcy Court for the
Eastern District of Virginia.

In connection with the OneStop Confirmation Hearing, Epiq
Bankruptcy Solutions LLC Senior Consultant Christina Pullo
delivered to the Court the results of the solicitation of votes
on the Joint Chapter 11 Plan of LandAmerica Financial Group, Inc.
and its affiliated debtors from the creditors of OneStop.  The
deadline for OneStop creditors to send in their ballots was
January 29, 2010.

The OneStop Disclosure Statement Order provides that only holders
of Claims in Class SD 3 General Unsecured Claims are entitled to
vote to accept or reject the Plan.  Ms. Pullo says the tabulation
reflects the exclusion of votes, if any, cast on ballots for
which the underlying Claim was the subject of an objection filed
with the Court on or before January 8, 2010, except to the extent
allowed for voting purposes pursuant to an order of the Court.

The aggregate results of the tabulation of the OneStop creditor
votes are:

|             |            TOTAL BALLOTS RECEIVED               |
|             |           ACCEPT        |         REJECT        |
| CLASS       |   AMOUNT    |   NUMBER  |   AMOUNT   |  NUMBER  |
| SD 3        | $615,612.06 |    19     |  $7,647.25 |    3     |
| LandAmerica |    98.77%   |  86.36%   |    1.23%   |  13.64%  |
| OneStop,    |             |           |            |          |
| Inc.        |             |           |            |          |

A ballot report included in the Vote Tabulation is available for
free at http://bankrupt.com/misc/OneStop_ConformingBallots.pdf

A ballot report not included in the Vote Tabulation is available
for free at:

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

Also in light of the upcoming Confirmation Hearing, LFG Chief
Restructuring Officer Jonathan A. Mitchell filed a declaration
and the Debtors filed a memorandum of law on February 8, 2010,
all in support of the plan confirmation OneStop seeks from the
Court.

Under his declaration, Mr. Mitchell asserts that the Plan
satisfies all of the applicable confirmation requirements
contained in the Bankruptcy Code; and that due and adequate
notice of the OneStop Confirmation Hearing, the OneStop Voting
Deadline, and the deadline for objecting to confirmation of the
Plan was properly given.  He further emphasizes that the Plan is
feasible and assures the Court that OneStop will be able to make
the payments anticipated by the Plan.

According to Mr. Mitchell, if the Plan is not confirmed, OneStop
could be liquidated under Chapter 7 of the Bankruptcy Code and
that liquidation would result in lower aggregate distributions
being made to creditors than those provided for in the Chapter 11
Plan.

In a Memorandum of Law presented to the Court, the Debtors note
that they have one final case to confirm and then all their
assets will be governed by liquidation trustees, whose duty is to
liquidate and distribute their assets to creditors.  In this
light, OneStop now seeks to join the other LandAmerica Debtors
who have exited bankruptcy and are currently liquidating.

The Debtors assert that confirmation of the Plan as to OneStop,
as supported by OneStop's creditors, is integral to achieving
finality in their bankruptcy cases.

The Debtors also note that only one objection to confirmation of
the OneStop Plan has been filed.  OneStop understands that the
objection will be withdrawn, either prior to or at the OneStop
Confirmation Hearing.  The resulting lack of any formal
objections underscores OneStop's belief that the Plan enjoys
broad support amongst its creditors, the Debtors point out.

The Debtors also submitted to the Court a proposed order
confirming OneStop's Plan, a full-text copy of which is available
for free at http://bankrupt.com/misc/OneStop_PropConfOrd.pdf

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FIN'L: Equity Title, et al., Oppose OneStop Plan
------------------------------------------------------------
Equity Title Agency, Inc.; Equity Title, LLC, dba as Equity Title
of Nevada; JLM Title, LLC, dba First Centennial Title Co. of
Nevada; and Orange Coast Title Company assert that the Plan
proposed by LandAmerica OneStop, Inc. provides disparate
treatment for creditors.  It does not meet the standards
necessary to obtain confirmation of the Plan under the applicable
provisions of the Bankruptcy Code, the Objectors further assert.

The Objectors complain that the Plan has not been proposed in
good faith, discriminates unfairly and is not fair and equitable.

The Objectors relate that four entities related to OneStop --
Capital Title Group, Inc., Geodata Research Systems, Inc., Land
America Financial Group, Inc., and Land America Title Company --
are listed as unsecured creditors on the Debtor's Schedules of
Assets and Liabilities.  The Related Entities allegedly have
claims, totaling $88,948,445, against OneStop.

The Plan provides that:

  -- the Related Entities' claims will be paid based on the
     amounts scheduled by OneStop and the Related Entities;

  -- the Related Entities are not required to provide any
     documentation to support the amounts owed to them by
     OneStop; and

  -- the Related Entities' claims are classified as general
     unsecured creditors.

The Objectors contend that if the Related Entities are allowed to
receive the same treatment as other general unsecured creditors
of OneStop, they will receive the majority of the funds paid to
general unsecured creditors in the Debtor's case.

The Objectors argue that the Related Entities are "insider"
creditors who participated in or controlled OneStop's business
and their claims should not be classified with other general
unsecured creditors of the Debtor's estate.

The Objectors argue that the Related Entities' claims should be
equitably subordinated or placed in a separate class with
priority of payment below the general unsecured creditors in the
Debtor's case.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FIN'L: OneStop Removal Period Extended to June 2
------------------------------------------------------------
Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia has extended the period within which
Debtor LandAmerica OneStop, Inc. may seek removal of pending
state court actions pursuant to Section 1452 of the Judiciary and
Judicial Procedures Code and Rule 9027 of the Federal Rules of
Bankruptcy Procedure, through and including June 2, 2010.  The
Order is without prejudice to OneStop's right to seek further
extensions.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDMARK VALLEY: Gets OK to Continue Using INB's Cash Collateral
----------------------------------------------------------------
Landmark Valley Homes, Inc., sought and obtained permission from
the U.S. Bankruptcy Court for the Southern District of Texas to
continue using the cash collateral of Inter National Bank.

As reported by the TCR on January 14, 2010, the Debtor asked for
the Court's authorization to use INB's cash collateral on an
interim basis, to fund the Chapter 11 case, pay suppliers and
other parties.  The Debtor's business includes inventory of unsold
homes and lots which are believed to be subject to security
interests and liens granted by Debtor to INB and to Wachovia.  INB
is owed $11,848,877.  INB and Wachovia each have separate
collateral packages consisting of homes, lots and development
tracts.  The sale proceeds and accounts generated in the ordinary
course of business constitute cash collateral.

The Court has allowed the Debtor to use the cash collateral
pursuant to a budget, a copy of which is available for free at:

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

INB and any party having a valid prepetition lien on the cash
collateral used by the Debtor will be granted a replacement lien
to the same priority, validity and extent as prepetition on rents,
equipment, and other collateral specified in the applicable
security documents.

A hearing will be held on April 21, 2010, at 9:00 a.m. on the
Debtor's request to use the cash collateral.

McAllen, Texas-based Landmark Valley Homes, Inc., owns and
operates residential construction/real estate development
business.  The Company filed for Chapter 11 bankruptcy protection
on January 4, 2010 (Bankr. S.D. Tex. Case No. 10-70013).  John
Kurt Stephen, Esq., at Cardena Whitis and Stephen, assists the
Company in its restructuring effort.  The Company has assets of
$34,119,790, and total debts of $19,484,476.


LANDMARK VALLEY: Gets OK to Hire Cardenas Whitis as Bankr. Counsel
------------------------------------------------------------------
Landmark Valley Homes, Inc., sought and obtained permission from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ Kurt Stephen and the law firm of Cardenas, Whitis, &
Stephen L.L.P. as bankruptcy counsel.

Cardenas Whitis will:

     a. prepare appropriate schedules, statement of financial
        affairs, motions, notices, orders, and applications to
        comply with the requisites of the U.S. Trustee and the
        U.S. Bankruptcy Code and Bankruptcy Rules;

     b. counsel with the Debtor regarding preparation of operating
        reports and development of a Chapter 11 Plan; and

     c. discuss reorganization with creditors and/or third
        parties, and preparation and proposal of a Chapter 11
        Plan.

Cardenas Whitis will be paid $300 per hour for his services.

Cardenas Whitis is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

McAllen, Texas-based Landmark Valley Homes, Inc., owns and
operates residential construction/real estate development
business.  The Company filed for Chapter 11 bankruptcy protection
on January 4, 2010 (Bankr. S.D. Texas Case No. 10-70013).  The
Company has assets of $34,119,790, and total debts of $19,484,476.


LANDMARK VALLEY: Section 341(a) Meeting Scheduled for February 23
-----------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of creditors
in Landmark Valley Homes, Inc.'s Chapter 11 case on February 23,
2010, at 12:30 p.m.  The meeting will be held at 222 East Van
Buren, Room 301, Harlingen, Texas.

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.

McAllen, Texas-based Landmark Valley Homes, Inc., owns and
operates residential construction/real estate development
business.  The Company filed for Chapter 11 bankruptcy protection
on January 4, 2010 (Bankr. S.D. Tex. Case No. 10-70013).  John
Kurt Stephen, Esq., at Cardena Whitis and Stephen, assists the
Company in its restructuring effort.  The Company has assets of
$34,119,790, and total debts of $19,484,476.


LBJ LAKEFRONT: Files Schedules of Assets and Liabilities
--------------------------------------------------------
LBJ Lakefront Inc. filed with the U.S. Bankruptcy Court Western
District of Texas its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $23,285,000
  B. Personal Property              $136,603
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $17,734,504
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $86,766
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,649,517
                                 -----------      -----------
        TOTAL                    $23,421,603      $19,470,787

Horseshoe Bay, Texas-based LBJ Lakefront Inc. filed for Chapter 11
bankruptcy protection on January 4, 2010 (Bankr. W.D. Texas Case
No. 10-10023).  Mark Curtis Taylor, Esq., at Hohmann, Taube &
Summers, LLP, assists the Company in its restructuring effort.
The Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


LEHMAN BROTHERS: Barclays Defends Terms of Assets Purchase
----------------------------------------------------------
Barclays Capital Inc. has lashed back at allegations that it
received possibly $12 billion in excess assets that were never
disclosed when it bought the North American broker-dealer
business of Lehman Brothers Holdings Inc.

In a 325-page document submitted to the U.S. Bankruptcy Court for
the Southern District of New York, Barclays says LBHI and the
Official Committee of Unsecured Creditors simply want the Court
to rewrite the terms of the sale because the deal was "too good
for Barclays."

"The motions are nothing more than a blatant attempt to breach
both the sale order and the purchase agreement," says Barclays'
attorney, Jonathan Schiller, Esq., at Boies Schiller & Flexner
LLP, in New York, referring to the motions that were filed
earlier by LBHI and the Creditors' Committee seeking
reconsideration of the Court's prior order approving the
September 2008 sale.

LBHI and the Creditors' Committee made the move following the
results of their own investigations, showing that the sale that
closed was different from the deal approved by the Court and that
the sale was secretly structured to give Barclays "immediate and
enormous windfall profit" that was never disclosed.

LBHI's legal counsel alleged that the changes made in the deal
orchestrated an exchange of assets that were to be priced at
between $50 and $52 billion for a payment of only $45 billion,
hence delivering to Barclays an undisclosed discount of between
$5 and $7 billion.

Mr. Schiller describes as "gross distortion" allegations that
there was a secret discount because the estimated book value of
some financial inventory stated in the sale agreement may have
been less than the "marks" on Lehman's books.  According to him,
the Lehman marks for many of the company's financial assets were
"stale and overstated."

"Barclays did not agree with those marks and did not want to
accept those marks and then have to take an immediate write down
after the sale," Mr. Schiller points out.  He adds that the
discount referred to by LBHI and the Creditors' Committee "is not
a discount from fair market value but rather an attempt to adjust
from stale Lehman marks to fair market value."

Mr. Schiller further says that LBHI wants the Court to rewrite
the agreement so that the Lehman estates "may avoid their
contractual obligations."

Barclays asserts that it is still owed more than $3 billion in
additional assets which it never received from the sale.  It asks
the Court to compel LBHI to deliver those additional assets and
to dismiss the lawsuit filed by LBHI.

The lawsuit was brought by the Debtors, the Creditors' Committee,
and the SIPA trustee of Lehman Brothers Inc. against Barclays to
recover billions of dollars that were allegedly improperly
transferred to Barclays under the deal and to award LBHI punitive
damages.

Mr. Schiller also filed similar court papers in LBI's liquidation
proceeding under the Securities Investor Protection Act.

LBHI spokeswoman Kimberly Macleod said in a statement that the
deal at the time was described to LBHI's board and the court "as
an equivalent exchange of value with no embedded gain for
Barclays," according to a report by the Wall Street Journal.

"Because the court was never told, it never approved such a gain
for Barclays," Ms. Macleod reportedly said in the statement.

James Giddens, the court-appointed trustee, who is in charge of
liquidating LBI and who has joined efforts to recover assets,
said in a statement that Barclays' argument is based on "strained
interpretations of the sale agreements," the Wall Street Journal
reported.

LBI's trustee has identified some $6.7 billion in cash and
securities he claims were wrongfully transferred to Barclays and
were never supposed to be included in the deal.

William Maguire, Esq., at Hughes Hubbard & Reed LLP, in New York,
who represents the trustee, said "Barclays is changing the deal,"
according to a Reuters report.

"The Court was told exactly what the deal was and we believe the
Court approved that deal.  They are saying they were basically
entitled to a blank check," Reuters quoted Mr. Maguire as saying.

               Barclays, et al. Ink Stipulation

In another development, Barclays entered into a stipulation
allowing Lloyds TSB Bank plc, Bank of Tokyo-Mitsubishi UFJ Ltd.,
Australia and New Zealand Banking Group Ltd. to file until
February 18, 2010, their objections or responses to the motions
filed by LBHI, the Creditors Committee and LBI trustee.  The
stipulation was approved by the Court on February 2, 2010.

Barclays, Lloyds TSB, Bank of Tokyo-Mitsubishi and ANZ Banking
are defendants of a lawsuit filed by The Options Clearing Corp.
concerning the proceeds of letters of credit issued by the three
banks and drawn by OCC.  The suit involves disputes concerning
the interpretation of agreements that also are the subject of the
motions.

                        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)


LEHMAN BROTHERS: Hearing on Unsealing of Examiner Report March 11
-----------------------------------------------------------------
Anton Valukas, the examiner appointed to investigate the collapse
of Lehman Brothers Holdings Inc. and its affiliated debtors,
sought and obtained approval from Judge James Peck of the U.S.
Bankruptcy Court for the Southern District of New York to file
temporarily his 2,200-page report of the investigation and all
appendices to the report.

In seeking authority to file the Report under seal, the Examiner
explained that although he believes the Report should be a public
record open to examination, he needed to file the Report under
seal to protect confidential information in the report and comply
with various protective orders, confidentiality stipulations, or
confidentiality agreements.  The Examiner received permission
from Judge Peck to temporarily file the report under seal so that
the parties involved could address concerns about confidentiality
information.

The report divulges "protected information so extensively" that
it would be impractical to redact those information, Mr. Valukas
says in court papers.

The Examiner also asks approval from the Court to implement a
process to permit the unsealing of the Report.

The Examiner says his professionals have not yet compiled a final
list of confidential information they obtained through the
investigation.  However, once it is completed, each party will be
notified on or before February 15, 2010 what confidential
information it shared with the examiner that is referenced in the
report.

If Mr. Valukas obtains 100% consent from the party to release the
information from the limitations in their confidentiality
agreements, the Examiner will immediately advise the Court so
that the report can be unsealed and made public.

"Short of 100% agreement, a process must be established so that
the report can be unsealed as soon as practicable," says the
Examiner's attorney, Robert Byman, Esq., at Jenner & Block LLP,
in Chicago, Illinois.

Mr. Byman says the process would help promptly determine whether
any confidential information should be protected from presumption
and public policy in favor of public access to court records, and
to permit the report to be unsealed.

The Court will hold a hearing on March 11, 2010, to consider
approval of the request.  Deadline for filing objections is
March 4, 2010.

Nancy Rapoport, a professor at the University of Las Vegas,
Nevada, says that when Mr. Valukas' findings are made public,
they may help creditors sue to recover their money just as Enron
Corp.'s creditors did after an examiner filed reports in 2002 and
2003, according to a February 9 report by Bloomberg News.

"The job of an examiner is to get to the bottom of things, so
good ones don't shy away from taking on the big guns," Ms.
Rapoport says in an e-mail sent to the news agency.

Mr. Valukas was appointed on January 19, 2009, after LBHI's
creditors called for transparency on its business affairs.  The
creditors complained over the lack of disclosure, particularly on
the flow of funds and property among LBHI and its affiliates days
before their bankruptcy filing.

The Walt Disney Company, which is allegedly owed about
$199 million by LBHI and its affiliates, asked for an examiner to
be appointed and was supported by Bank of America Corp., Harbinger
Capital Partners Special Situations Fund LP, Harbinger Capital
Partners Master Fund I and the U.S. Trustee's office.

Mr. Valukas spent a year and $34 million probing the failure of
the fourth-largest investment bank by interviewing more than 100
people and scrutinizing more than 10 million documents, Bloomberg
News reported.

                        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)


LEHMAN BROTHERS: Proposes Deal With Stamford Associates, et al.
---------------------------------------------------------------
Prior to the petition date, some of Lehman Brothers Holdings
Inc.'s subsidiaries participated in a sale leaseback transaction
involving real property located in Stamford, Connecticut.  The
property is divided into two fee interests, a 560,000-square foot
office building and the land where the building stands.

The transaction was structured so that a Lehman-controlled unit,
Stamford Associates L.P., entered into a ground lease for the
land and took fee title to the building from a subsidiary of
General Re Corporation.

SALP then subleased the land and leased the building to another
Lehman subsidiary, Stamford Real Estate Corporation, which, in
turn, subleased the land and the building back to Gen Re.
Another Lehman unit, Stamford Investment Partners provided
financing in connection with these transactions.  Gen Re's
subsidiary retains the fee interest in the land.

LBHI structured its ownership interest in the property to provide
two revenue streams.

First, in 1985, LBHI syndicated the limited partnership interests
in SALP to Security Pacific Capital Leasing Corporation for
$43 million.

In order to induce SPCLC to participate in the syndication, LBHI
provided a guarantee of Stamford Real Estate's obligations under
the various leases and subleases and a related tax indemnity.
The guarantee and the tax indemnity are currently LBHI's only
direct connection to the property.

Second, Lehman anticipated that the financing provided by
Stamford Investment would eventually result in a positive net
cash flow.

The financing provided by Stamford Investment consisted of a loan
evidenced by a $26 million face amount Deferred Interest
Subordinated Note Due 2020 dated November 9, 1984, and secured by
the Second Mortgage and Security Agreement dated November 9,
1984, on the property by Stamford Investment and Stamford Real
Estate.  The first debt service payment of $11,343,142 is due on
or before August 1, 2010.

Following LBHI's bankruptcy filing, Security Pacific and SALP
filed claims in its case on account of LBHI's obligations under
the guaranty and the tax indemnity.  The aggregate face amount
asserted in the proofs of claim is $416,353,324.

Gen Re is planning to vacate the property.  Once that occurs,
Stamford Real Estate will have no source of funding to satisfy
its obligations to SALP under its sublease and SALP will not be
able to make the debt service payments to Stamford Investment
under the loan.  If Stamford Investment does not receive payment
under the loan from SALP, it will attempt to foreclose on the
mortgage, an action that Security Pacific and SALP are likely to
contest.

To avoid the expense and delays of litigation, Security Pacific
and SALP negotiated with the Lehman units the material terms of a
settlement, pursuant to which:

(1) SALP will convey its fee interest in the building and its
     interests under the ground lease and the master lease to a
     newly formed subsidiary of Stamford Investment without
     representation or warranty except as agreed among the
     parties to the agreement in consideration for the release
     of SALP and Security Pacific from all of their obligations;

(2) at the closing, Claim No. 15799 filed by SALP and Security
     Pacific against LBHI, will be amended and superseded by a
     single allowed general unsecured claim in the allowed
     amount of $45 million solely against LBHI, which will not
     be subject to any reduction, disallowance, defense,
     counterclaim, setoff or subordination, and Claim No. 15794,
     filed by SPCLC against LBHI will be deemed amended and
     superseded by a single allowed general unsecured claim in
     the sum of $20 million solely against LBHI, which will not
     be subject to any reduction, disallowance, defense,
     counterclaim, setoff or subordination;

(3) at the closing, any rights that SALP and Security Pacific
     have under the guarantee and the tax indemnity will be
     extinguished;

(4) Stamford Investment, Stamford Real Estate and LBHI will
     provide certain releases to SALP and Security Pacific; and

(5) certain of LBHI's non-debtor subsidiaries, SALP and
     Security Pacific will enter into additional agreements
     consistent with the overall restructuring plan.

The only portion of the settlement that LBHI will be a party to
is that certain Agreement for Deed/Assignment in Lieu of
Foreclosure, and its only obligations under that agreement will
be to consent to the amendment and replacement of Claim Nos.
15794 and 15799 with the amended and superseded proofs of claim,
and to release SALP and Security Pacific from any claims relating
to or arising out of the transactions and documents described in
the proofs of claim.

In exchange, the liability of LBHI's estate under the proofs of
claim will be reduced by over $350 million, LBHI's obligations
under the guarantee and the tax indemnity will be extinguished,
and its wholly-owned, indirect and non-debtor subsidiaries will
receive SALP's fee interest in the building and its interests
under the ground lease and the master lease.

In light of this, LBHI seeks approval of the U.S. Bankruptcy
Court for the Southern District of New York to enter into the
Agreement for Deed/Assignment in Lieu of Foreclosure.

The Court will hold a hearing on February 10, 2010, to consider
approval of the request.

                        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)


LEHMAN BROTHERS: Proposes to Prepay Variable Funding Trusts
-----------------------------------------------------------
Lehman Commercial Paper Inc. seeks court approval to prepay the
notes issued by two securitization trusts before their dates of
maturity.

The maturity date for the notes issued by Variable Funding Trust
2008-1 is June 30, 2010, while the date of maturity for the notes
issued by Variable Funding Trust 2007-1 was December 31, 2009,
but it could be extended to June 30, 2010, pursuant to a
settlement agreement between LCPI and Metropolitan Life Insurance
Company.

MetLife is the lender under the note purchase agreements it
executed with the trusts, which authorized the latter to issue
notes to MetLife in return for availing up to $500 million.
Repayment of the notes is secured by collateral in the form of
mortgage loans or participations in corporate loans that LCPI
sold and assigned to the trusts.

Currently, about $258.8 million is due under the notes issued by
VFT 2007-1 after LCPI contributed to the trust about
$115.5 million, which was used to pay off the indebtedness.
Meanwhile, about $134.9 million is due under the notes issued by
VFT 2008-1.

Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP, in New
York, says it is too costly for LCPI to continue the financing
since the value of the collateral is presently greater than what
is owed by the trusts to MetLife.  She adds that LCPI would save
at least more than $12 million in financing costs by paying off
the notes prior to the maturity dates.

LCPI estimates that interest in the sum of up to $12.7 million
will accrue under the notes for the period January 20 to June 30,
2010.

Ms. Marcus further says the prepayment would also protect the
trusts' interests in the mortgage and corporate loans by
"effecting a release" of those collateral and that it would allow
LCPI to sell or restructure the loans without MetLife's consent.

The Court will hold a hearing on February 10, 2010, to consider
approval of the request.

                        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)


LEHMAN BROTHERS: Wants to Compel Foreign Banks to Pay $29MM+
------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors ask the
U.S. Bankruptcy Court for the Southern District of New York to
compel three foreign banks to pay more than $29 million to LBHI.

Skandinaviska Enskilda Banken AB (publ), Swedbank AB (publ.) and
First National Bank allegedly refused to pay the funds that are
deposited in LBHI's accounts with those banks.

More than DKK9 million or almost US$18 million is deposited with
SEB; over SEK82 million or more than US$11.7 million with
Swedbank; and over ZAR 552,000 or about US$75,000 with FNB.

The foreign banks placed an administrative freeze on LBHI's
accounts after it filed for bankruptcy protection, preventing
LBHI to withdraw the funds while allowing additional funds to be
deposited in the accounts.  The banks allegedly have plans to
setoff the funds against LBHI's pre-bankruptcy debt, hence, the
imposition of the administrative freeze.

The Debtors' attorney, Richard Krasnow, Esq., at Weil Gotshal &
Manges LLP, in New York, says the banks' refusal to make the
payment and their failure to move the Court to lift the automatic
stay so that they could setoff the funds while maintaining a
freeze of the accounts constitute violations of the stay.

Under the bankruptcy laws, the filing of a bankruptcy case by a
company triggers an injunction against the continuance of an
action by any creditor against that company or its property.  The
automatic stay gives the company protection from creditors
subject to the oversight of the bankruptcy judge.

Mr. Krasnow further says the funds are also ineligible for setoff
since they were deposited or credited to LBHI's accounts after
the bankruptcy filing.

"Such funds constitute postpetition deposits which lack the
requisite mutuality with LBHI's alleged prepetition obligations.
This renders them ineligible for setoff," Mr. Krasnow says in
court papers.

Swedbank, in a statement, asks the Court to deny the request,
saying that setoff and netting is permitted without the need to
seek relief from stay since the bank and LBHI have mutual
obligations under their ISDA master agreements.

Swedbank argues that under non-bankruptcy laws applicable to
obligations under the ISDA master agreements, it has the
contractual right to setoff its debt against LBHI's debt to the
bank.  This contractual right remains wholly intact and
unaffected by the automatic stay, according to Swedbank.

The Court will hold a hearing on February 10, 2010, to consider
approval of the requests.

                        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)


LEHMAN BROTHERS: Wants to Set Process for Securities Transfer
-------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
court approval to implement a process for trading in their
securities to protect the value of their tax attributes after
they emerge from bankruptcy.

A "Security" will be any claim against any of the Debtors,
including, without limitation (i) any claim against any of the
Debtors as a guarantor and (ii) these classes of preferred stock
of LBHI:

   -- 5.94% Cumulative Preferred Stock, Series C;
   -- 5.67% Cumulative Preferred Stock, Series D;
   -- 6.50% Cumulative Preferred Stock, Series F;
   -- Floating Rate Cumulative Preferred Stock, Series G; and
   -- 7.95% Non-Cumulative Perpetual Preferred Stock, Series J.

The tax attributes include the consolidated net operating tax
loss carryforwards of LBHI and its units.  LBHI estimates that
they incurred NOLs of $48 billion in addition to other tax
attributes as of January 19, 2010.

The tax attributes could potentially allow the reorganized
Debtors or their successors to reduce future U.S. federal income
tax liability in case the restructuring turns successful, Shai
Waisman, Esq., at Weil Gotshal & Manges LLP, in New York, tells
the Court.

Mr. Waisman says the Debtors need to monitor and to require the
sell-down of securities acquired by some holders so that they can
avail themselves of relief under Section 382(l)(5)of the Tax Code
in case of a successful Chapter 11 plan.

Section 382(l)(5) provides an exception to the annual limitation
imposed on a corporation's use of its tax attributes following an
"ownership change," which occurs when "5-percent shareholders"
increase their stake in a corporation by more than 50%.  Pursuant
to the provision, a debtor corporation or group is not subject to
the annual limitation if its shareholders who owned its stock
immediately before the ownership change, and qualified creditors
emerge from the reorganization owning at least 50% of the total
value and voting power of the reorganized debtor's stock
immediately after the ownership change.

The Debtors propose, among others, for any person or Entity is or
becomes a Substantial Securityholder to file with the Bankruptcy
Court and serve upon the Debtors, the attorneys for the Debtors
and the attorneys for the Creditors' Committee, a notice of
Substantial Securityholder Status immediately after the date the
person becomes a Substantial Securityholder.  At the holder's
election, the Notice of Substantial Securityholder Status that is
filed with the Bankruptcy Court may be redacted to exclude that
holder's taxpayer identification number and the aggregate dollar
amount of Securities that that holder Beneficially Owns.

Mr. Waisman says there is possibility that the Debtors' Chapter
11 plans will involve the issuance of new common stock and the
distribution of the stock to some creditors to satisfy their
securities.  The issuance and distribution likely would result in
an ownership change, in which the Debtors may be entitled to the
relief afforded by Section 382(l)(5) pursuant to a confirmed
Chapter 11 plan or court order, he adds.

"Such relief, however, may not be available if the trading and
accumulation of securities prior to the effective date of a
chapter 11 plan is left unmonitored and unrestricted," Mr.
Waisman further says.

The Official Committee of Unsecured Creditors has expressed
support for the implementation of the proposed process, saying it
would allow the Debtors to request creditors to sell down some of
their positions that could provide a reorganized Debtor with more
flexibility to use its NOLs and other tax attributes.

That ability, the Creditors' Committee says, is necessary to
prevent acquisitions of claims from causing the Debtors to cease
to qualify for the exception and use the tax attributes to offset
future taxable income to the maximum extent possible.

The Court will hold a hearing on February 10, 2010, to consider
approval of the proposed procedures.

A copy of the document detailing the proposed process is
available at http://bankrupt.com/misc/LBHI_SecTradingProcess.pdf

                        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)


LEHMAN BROTHERS: CalPERS Loses $17M Lehman Debt Swap Bid
--------------------------------------------------------
Law360 reports that the court overseeing the bankruptcy case of
Lehman Brothers Holding Inc. has nixed a bid by the California
Public Employees' Retirement System to deduct the $17 million
CalPERS owes Lehman from the $433 million Lehman owes the pension
fund.

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)


LIFE TECHNOLOGIES: Moody's Affirms 'Ba1' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 Corporate Family Rating
of Life Technologies Corporation and assigned a Ba1 rating to the
proposed new issuance of senior unsecured notes due 2013, 2015 and
2020.  The proceeds of the proposed notes are expected to be used
to repay the company's Term Loans A & B, which were used in part
to finance the acquisition of Applied Biosystems in November 2008.
In conjunction with the proposed refinancing transaction, Moody's
upgraded the rating on the $250 million senior secured revolving
credit facility to Baa1 from Baa3, reflecting the significant
amount of unsecured debt that will be junior to the revolver in
the proposed capital structure.  Moody's has based its ratings on
the assumption that all of the term debt will be repaid.  If a
substantial amount of term debt remains outstanding, the
instrument ratings could be subject to change.  Moody's also
affirmed the liquidity rating of SGL-1, reflecting Moody's
expectations for very good liquidity in 2010.  The outlook for the
ratings is stable.

The Ba1 rating reflects Life Technologies' scale, leading
positions in many of its markets, and good diversity by customer,
product and geography.  The business model also benefits from a
high percentage of recurring revenues as roughly 80% of revenues
are generated from consumables or services associated with capital
equipment systems.  Longer-term, Moody's believe increased focus
in areas like gene expression and stem cell research, and the
expansion of life sciences technologies into broader applied
markets (such as forensics) will support the company's revenue
growth.

Life Technologies has made considerable progress integrating the
Invitrogen and Applied Biosystems' businesses.  Over the next year
the company will continue with its integration efforts, including
consolidating manufacturing, distribution and certain IT
functions.  Moody's believes there is reduced risk of significant
operating disruption now that more than one year has passed since
the acquisition.  The company has also reduced leverage over the
past year through a combination of EBITDA growth and debt
repayments (with both free cash flow and proceeds from assets
sales).  However, financial leverage of roughly 3.0 times
(including Moody's standard adjustments), while improved,
continues to constrain the ratings.  Further, an important factor
in considering the potential for an investment grade rating is a
company's demonstrated track record of conservative financial
policies, and Life Technologies has a limited history in this
regard.

Instrument ratings are subject to review of final documentation.
LGD estimates subject to change.

Moody's assigned these ratings:

* Senior unsecured notes due 2013, rated Ba1 (LGD4, 60%);
* Senior unsecured notes due 2015, rated Ba1 (LGD4, 60%);
* Senior unsecured notes due 2020, rated Ba1 (LGD4, 60%);
* (P) Ba1 to the senior unsecured shelf

Moody's affirmed these ratings:

* Corporate Family Rating, Ba1;
* Probability of Default Rating, Ba1;
* Speculative Grade Liquidity of SGL-1;

Moody's upgraded this rating:

* $250 million senior secured revolving credit facility due 2013,
  to Baa1 (LGD1, 1%) from Baa3 (LGD 2, 29%);

Moody's anticipates these ratings will be withdrawn at the close
of the transaction:

* $1.4 billion (face value) senior secured term loan A due 2013,
  rated Baa3 (LGD 2, 29%); and

* $1 billion (face value) senior secured term loan B due 2015,
  rated Baa3 (LGD 2, 29%).

The ratings outlook is stable.

The last rating action on Life Technologies was August 4, 2009,
when Moody's affirmed the long-term ratings and assigned a
liquidity rating of SGL-1.

Life Technologies, based in Carlsbad, California, is a provider of
life science technologies for disease research, drug discovery,
and commercial bioproduction.  Its customers include academic and
government research institutions, pharmaceutical/biotech companies
and industrial applications worldwide.  Products and services are
used in research in the fields of genomics, proteomics, stem
cells, cell therapy and cell biology as well as drug
manufacturing.  Revenues for the twelve months ended December 31,
2009, approximated $3.28 billion.


LINCOLN NATIONAL: Fitch Affirms 'BB+' Rating on Junior Debt
-----------------------------------------------------------
Fitch Ratings has affirmed the ratings of Lincoln National
Corporation and its insurance operating subsidiaries.  The Rating
Outlook remains Negative.  Key affirmations include these:

  -- LNC Issuer Default Rating at 'BBB+';

  -- LNC senior debt at 'BBB';

  -- LNC junior subordinated debt at 'BB+';

  -- LNC Commercial Paper at 'F2';

  -- Lincoln National Life Ins. Co Insurer Financial Strength
     rating at 'A+'.

Fitch believes that the company has taken initiatives that have
enhanced near-term financial flexibility in a period of
challenging capital markets access.  Specifically, Fitch views
positively management's initiatives to adjust to the current
uncertain operating environment and bolster statutory capital,
which is estimated at 450% of NAIC Risk-Based Capital at year-end
2009.  Management's actions include the negotiation of a 10-year
$550 million letter of credit that resulted in $400 million of XXX
reserve relief, $690 million common stock issuance, $800 million
senior note issuances ($300 million of which was raised to pre-
fund a $250 million maturity coming due in the first quarter of
2010), $950 million preferred stock issuance under the U.S.
Treasury's Capital Purchase Program, sale of Lincoln UK and
Delaware, a reduction of its common stock dividend and other cost
savings initiatives.  While LNC continues to face considerable
challenges, primarily related to asset risk, refinancing risk and
operating performance, these actions, which have resulted in over
$1 billion in cash at the holding company, could ultimately help
stabilize ratings.

However, Fitch expects the effects of ongoing difficult economic
conditions and capital market turmoil to continue to pressure LNC
and its peers, and this expectation is reflected in LNC's current
ratings and Negative Outlook.  The Negative Outlook also reflects
Fitch's view that near-term adverse financial market and
challenging economic conditions could continue for an extended
period.  As a result, Fitch believes LNC could experience higher-
than-expected volatility in financial results and capital,
including further investment and goodwill impairments.
Additionally, Fitch notes that there is execution risk associated
with LNC's ability to refinance approximately $2.1 billion of LOCs
which, assuming LNC exercises its option to extend the maturity
for a year, will ultimately expire in the first quarter of 2012.
Inability to refinance these existing LOC facilities, which
currently support additional life insurance reserves, could have a
material negative impact on the statutory capital levels of
certain of LNC's domestic life insurance subsidiaries.

Fitch's ratings on LNC are supported by the company's longstanding
strong competitive position in the life insurance and annuity
market, strong and diverse distribution network, strong management
team and historically solid operating performance.  These
positives are tempered somewhat by the current weak economic and
capital market conditions, as well as challenges LNC faces with
respect to strong competition in the life insurance and asset
accumulation sectors, particularly in the affluent market segment
that LNC has targeted, and the degree to which the company's
earnings continue to be leveraged to the equity markets.

Additionally, Fitch believes LNC has an above average Total
Financings and Commitments ratio at 1.1 times when excluding
goodwill, which is a non-risk-based leverage measure that expands
on Fitch's traditional debt-to-equity calculations.  The ratio is
driven largely by the company's outstanding debt and financings
for life reserves.  Fitch generally views these activities as well
managed, and related risks are captured in LNC's ratings and
Outlook.

Lincoln National Corp., headquartered in Radnor, PA, markets a
broad range of insurance and asset accumulation products and
financial advisory services primarily to the affluent market
segment.  The company's consolidated assets were $177.4 billion,
and common equity was $11.7 billion at year-end 2009.

Fitch affirms the ratings of LNC and its insurance operating
subsidiaries:

Lincoln National Corporation

  -- Long-term IDR at 'BBB+';

  -- Short-term IDR at 'F2';

  -- CP at 'F2';

  -- Floating rate senior notes due April 20, 2010 at 'BBB';

  -- 6.2% senior notes due Dec. 15, 2011 at 'BBB';

  -- 5.65% senior notes due Aug.  27, 2012 at 'BBB';

  -- 4.75% senior notes due Jan. 27, 2014 at 'BBB';

  -- 4.75% senior notes due Feb.  15, 2014 at 'BBB';

  -- 7% senior notes due March 15, 2018 at 'BBB';

  -- 8.75% senior notes due July 1, 2019 at 'BBB';


  -- 6.25% senior notes due Feb.  15, 2020 at 'BBB';

  -- 6.15% senior notes due April 7, 2036 at 'BBB';

  -- 6.3% senior notes due Oct.  9, 2037 at 'BBB';

  -- 6.75% junior subordinated debentures due April 20, 2066 at
     'BB+';

  -- 7% junior subordinated debentures due May 17, 2066 at 'BB+';

  -- 6.05% junior subordinated debentures due April 20, 2067 at
     'BB+';

  -- Preferred stock at 'BB+'.

Lincoln National Capital VI

  -- Trust preferred securities at 'BB+'.

Lincoln National Life Insurance Company
Lincoln Life & Annuity Company of New York
First Penn-Pacific Life Insurance Company

  -- IFS at 'A+'.

The Rating Outlook remains Negative.


LINENS 'N THINGS: Plan Modifications Approval Sought
----------------------------------------------------
BankruptcyData reports that Linens 'n Things filed with the U.S.
Bankruptcy Court a motion to approve modifications to the Debtors'
Third Amended Joint Plan of Reorganization.  According to the
Debtors, the modifications are necessary to maximize recoveries
and avoid a conversion to Chapter 7.

According to the motion, "The Debtors estimate that the total
amount of allowed administrative claims, allowed priority tax
claims, and allowed other priority claims will be approximately
$40 million.  When crafting the confirmed Plan, the Debtors
anticipated satisfying these claims through case sourced from the
Senior Noteholder Contribution Amount and Avoidance recoveries.
However, the process of collecting preferences has proven slower
than expected and the Debtors do not anticipate generating
sufficient proceeds to satisfy such claims in cash in the
foreseeable future."

Several parties, including The New York State Department of
Taxation and Finance, filed with the U.S. Bankruptcy Court
objections to Linens 'n Things' motion to this motion.

The Court confirmed the Company's Third Amended Plan on June 15,
2009.

Headquartered in Clifton, New Jersey, Linens 'n Things, Inc. --
http://www.lnt.com/-- was the second largest specialty retailer
of home textiles, housewares and home accessories in North
America. As of Sept. 30, 2008, Linens 'n Things operated 411
stores in 47 states and seven provinces across the United States
and Canada.  Linens 'n Things was acquired by private
equity firm Apollo Management in 2006.

On May 2, 2008, these Linens entities filed Chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).
Judge Christopher S. Sontchi presides over the case.

Mark D. Collins, Esq., John H. Knight, Esq., and Jason M. Madron,
Esq., at Richards, Layton & Finger, P.A., are Linens 'n Things'
bankruptcy counsel.  The Debtors' special corporate counsel are
Holland N. O'Neil, Esq., Ronald M. Gaswirth, Esq., Stephen A.
McCaretin, Esq., Randall G. Ray, Esq., and Michael S. Haynes,
Esq., at Morgan, Lewis & Bockius, LLP.  The Debtors'
restructuring management services provider is Conway Del Genio
Gries & Co., LLC.  The Debtors' CRO and Interim CEO is Michael F.
Gries, co-founder of Conways Del Genio Gries & Co., LLC.  The
Debtors' claims agent is Kurtzman Carson Consultants, LLC.  The
Debtors' consultants are Asset Disposition Advisors, LLC, and
Protivit, Inc.  The Debtors' investment bankers are Financo, Inc.,
and Genuity Capital Markets.


LYKINS ENTERPRISES: Files for Chapter 11 Bankruptcy
---------------------------------------------------
Scott Sloan at Kentucky Herald-Leader says Lykins Enterprises has
filed for bankruptcy protection.  The Company has assets of up to
$50,000 and liabilities between $1 million and $10 million.

"We plan on revising our cash management system, tighten up our
receivables and emerge from Chapter 11 as soon as possible," the
Company stated, according to the report.

The Company's three largest unsecured creditors are Chevron Oil
Products, which is owed $841,444.28; Marathon, which is owed
$480,085; and Shell Oil, which is owed $425,179, says Mr. Sloan
citing papers filed with the court.

The filing stated that an employee was found to be embezzling
funds during that time period and to compensate for the financial
hardship, Mr. Sloan relates.  The company's problems continued in
2008 as the price of oil fell and gasoline revenues declined. In
mid-2009, the company lost about $1 million in a short time when
the price of oil dropped, he adds.

Lykins Enterprises operates 14 convenience stores around Kentucky
and Ohio.


MAGNA ENTERTAINMENT: Racing Groups Saddle Magna With $2.6M
----------------------------------------------------------
Horse racing groups have filed a complaint against Magna
Entertainment Corp. over its retention of $2.6 million in
distributions from wagers - distributions the groups claim belong
to them under California law, according to Law360.

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.


MAMMOTH CORONA: Court Sets Plan Outline Hearing for February 24
---------------------------------------------------------------
The Hon. Robert N. Kwan of the U.S. Bankruptcy Court for the
Central District of California will consider at a hearing on
February 24, 2010, at 11:00 a.m., the adequacy of the information
in Mammoth Corona 1 LLC's Disclosure Statement in relation to its
Chapter 11 Plan of Reorganization.  The hearing will be at
Courtroom 5D, 411 W Fourth St., Santa Ana, California.

The Debtors will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

According to the Disclosure Statement, the Plan seeks to
accomplish payment through the cash flow generated from the
leasing of the Mammoth Property and through proceeds from a future
sale or refinance of the Mammoth Property.  In addition there is a
$300,000 New Value contribution from the Interest Holders to cover
any shortfalls in payments due under the plan.  The Plan may
provide for the Debtor to reorganize by continuing to operate and
refinance or, to liquidate by selling assets of the estate, or a
combination of both.

The Debtor intends restructure one note held by U.S. Bank and
converting, mechanics liens to deeds of trust, and contributing
$300,000 in New Value to cover any debt service shortfalls.
Secured creditors of the estate will be paid the present value of
their claim at a market interest rate over a 42 month period,
excepting that their claims may be paid in full prior to the 42nd
month through a sale or refinance of the Mammoth Property. The
effective date of the proposed Plan is June 15, 2010.

Under the Plan, holders general unsecured claims ($26,319) will be
paid over 42 months beginning at $42 per month on 100% of a
principal balance of $26,319 or Class 3 Claimants may elect to
receive 50% of their claim 12 months after the effective date as
payment in full.

In the event funds are not sufficient to pay the Class 3 Claimants
upon sale of the Mammoth Property, the Class 3 Claimants will
receive a pro rata share of the funds available by dividing the
total amount of money each Class 3 Claimant is owed by the sum of
the Class 3 Claimants claim and multiplying that percentage by the
amount of money available to pay the Class 3 Claimants after
sale of the Mammoth Property.

The distributions under the Plan will be made from the $300,000
New Value contribution, the potential additional New Value
Contribution to pay any Class 1 deficiency, available cash, cash
flow from operations, refinance proceeds and net sale proceeds.

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

Based in San Juan Capistrano, California, Mammoth Corona 1 LLC
filed for Chapter 11 on Oct. 16, 2009 (Bankr. C.D. Calif. Case No.
09-21220).  Thomas C. Corcovelos, Esq., represents the Debtor.  In
its petition, the Debtor listed both assets and debts between
$10 million and $50 million.


MAMMOTH SAN JUAN: Court Continues Plan Outline Hearing on Feb. 22
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will continue to consider the adequacy of information in the
Disclosure Statement filed by Mammoth San Juan Capistrano I, LLC,
on February 22, 2010, at 9:00 a.m. at Courtroom 5D, 411 W. Fourth
St., Santa Ana, California.

The Debtors will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

According to the Disclosure Statement, the Debtor proposes to
accomplish payments under the Plan by restructuring two notes held
by JP Morgan Chase.  The secured creditors of the estate will be
paid the present value of their claim at a market interest rate
over a 7 year period, excepting that their claims may be paid in
full prior to the 7th year through a sale or refinance of the
Mammoth property.  The effective date of the proposed Plan is
March 4, 2010.

The distributions under the Plan will be made from available cash
and net sale proceeds.

The managing member of the Debtors, Robert Wish will provide
oversight and assistance in the operation of the Debtor's business
and day-to-day management decisions.  Robert Wish will work to
lease the remaining vacant space in the Mammoth property.

The proceeds generated from the leases on the Mammoth property and
any future refinance or sales proceeds will be used to fund
payments to both secured and unsecured creditors.  It is
anticipated that there will be sufficient funds from the proceeds
to pay all allowed secured and allowed unsecured claims as:

   -- secured creditor, JP Morgan Chase, will be paid in full on
      or before the 84th month after the effective date;

   -- the Orange County Tax Collector will be paid in full on or
      before the 72nd month after the effective date; and

   -- Allowed Class 4 General unsecured Claims may elect to
      receive a one-time lump sum payment equal to 25% of their
      allowed claim as payment in full on the 25th month after the
      effective date; or 100% of their allowed claim as payment in
      full on or before the 84th month after the effective date.

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

A full-text copy of the Chapter 11 Plan is available for free at:

     http://bankrupt.com/misc/MammothSanJuan_Chapter11Plan.pdf

The Debtor has amended, for the second time, its Disclosure
Statement and Plan of Reorganization.

San Juan Capistrano, California-based Mammoth San Juan Capistrano
I LLC operates a real estate business.  The Company filed for
Chapter 11 on July 8, 2009 (Bankr. C. D. Calif. Case No.
09-16836).  Thomas Corcovelos, Esq., at Corcovelos Law Group
represents the Debtor in its restructuring efforts.  The Debtor
listed between $10 million and $50 million each in assets and
debts.


MESA AIR: Gets Approval for Jones Day as Special Counsel
--------------------------------------------------------
Debtors Mesa Air Group, Inc., and Freedom Airlines, Inc., and
Delta Air Lines, Inc., are parties to the Delta Connection
Agreement dated May 3, 2005, as amended on March 13, 2007, and
March 10, 2009.  The ERJ Agreement provides for operation by
Freedom Airlines of up to 36 ERJ-145 50-seat regional jet
aircraft for Delta.  In addition, Mesa, Freedom Airlines and
Delta are parties to a certain Delta Connection Agreement dated
March 13, 2007.  The CRJ Agreement provides for operation by
Freedom Airlines of 14 CRJ-900 76-seat regional jet aircraft for
Delta.

Mesa and Freedom Airlines initiated a lawsuit against Delta on
April 7, 2008, in the United States District Court for the
Northern District of Georgia to enjoin Delta's alleged
termination of the ERJ Agreement.  The case is captioned "Mesa
Air Group, Inc., and Freedom Airlines, Inc. v. Delta Air Lines,
Inc.," Case No. 1:08-CV-1334-CC.

Delta appealed the Georgia District Court's issuance of the
preliminary injunction in favor of Mesa and Freedom Airlines.  In
July 2009, the U.S. Court of Appeals for the Eleventh Circuit
affirmed the Georgia District Court's decision in the ERJ
Litigation.  A trial date has not yet been set by the Georgia
District Court.

On March 20, 2009, Mesa and Freedom Airlines filed a complaint in
the Georgia District Court against Delta for the relief from the
termination of the CRJ Agreement.  The case is captioned "Mesa
Air Group, Inc. and Freedom Airlines, Inc. v. Delta Air Lines,
Inc.," Case No. 1:09-CV-0772-ODE.

By the CRJ Litigation, Mesa and Freedom Airlines are seeking
money damages resulting from Delta's wrongful termination of the
CRJ Agreement.  In the original complaint initiating the CRJ
Litigation, Mesa and Freedom Airlines asserted damages in the
total amount of between $8,000,000 and $15,000,000; however, as a
result of updated damages calculations, the Debtors currently
believe the damages could be as high as $40,000,000.  The CRJ
Litigation remains pending.

According to Michael J. Lotz, the Debtors' president, Mesa is
also involved in other pending litigation with Delta, including:

  (a) On August 6, 2008, Mesa filed a complaint against Delta in
      the U.S District Court for the District of Arizona after
      Delta's unauthorized retention of seven aircraft engines,
      which case is captioned "Mesa Air Group, Inc. v. Delta Air
      Lines, Inc.," Case No. 2:08-CV -01449-DGC -- Engine
      Litigation; and

  (b) Delta initiated an action against Mesa and Freedom
      Airlines in the Georgia District Court on August 19, 2009,
      alleging that Mesa and Freedom Airlines breached the ERJ
      Agreement regarding a "most favored nation" provision,
      which case is captioned "Delta Air Lines, Inc. v. Mesa Air
      Group, Inc. and Freedom Airlines, Inc.," Case No.1 :09-CV-
      2267-CC -- Base Rate Litigation.

In addition, Mesa is a defendant in an action for declaratory
relief initiated by United Airlines, Inc. before the Petition
Date.  On November 23, 2009, United commenced a declaratory
judgment action in the U.S. District Court for the Northern
District of Illinois, which case is captioned "United Air Lines,
Inc. v. Mesa Air Group, Inc.," Case No. 1:09-CY -07352.

Pursuant to Section 327(e) of the Bankruptcy Code, Rules 2014 and
2016 of the Federal Rules of Bankruptcy Procedure, and Rules
2014-1 and 2016-1 of the Local Bankruptcy Rules for the
Bankruptcy Court for the Southern District of New York, the
Debtors sought and obtained the Court's authority to employ, nunc
pro tunc to the Petition Date, Jones Day as their special counsel
with respect to the Prepetition Litigation and any related or
similar litigation.

The Debtors' code-share relationships, and other business
relationships, with Delta, United and US Airways, Inc., serve as
the foundation of the Debtors' business operations and are
critical to the success of their restructuring efforts, Mr. Lotz
tells the Court.  Preserving and defending these relationships,
and related rights and claims, will be a critical component of
the Debtors' overall restructuring in these cases, he asserts.

Under the circumstances, as a fundamental component of their
reorganization, the Debtors are compelled to promptly pursue
claims against Delta, and to defend claims asserted, or to be
asserted, by Delta or United in connection with the Prepetition
Litigation and any related or similar litigation, Mr. Lotz says.

As Special Counsel, Jones Day will:

  (a) advice and counsel the Debtors on all aspects of the
      Prepetition Litigation;

  (b) represent the Debtors in any litigation or contested
      matter related to the Prepetition Litigation, and perform
      all other necessary legal services in furtherance of the
      firm's role as special counsel for the Debtors with
      respect to the Prepetition Litigation;

  (c) perform other specific litigation-related services, as
      requested by the Debtors; and

  (d) assist the Debtors' bankruptcy professiona1s from time to
      time in connection with any issues relating to the
      Prepetition Litigation or other similar or related
      matters.

Jones Day will be paid its customary hourly rates and reimbursed
for its actual and necessary expenses incurred in connection with
performing the Services.  The current hourly rates of the
attorneys and paraprofessionals currently expected to be most
active with respect to the Prepetition Litigation and the
Debtors' Chapter 11 cases are:

         G. Lee Garrett, Jr., partner          $675
         David M. Monde, partner               $625
         Morgan Hirst, associate               $525
         Paula Quist, associate                $500
         Robert Schmoll, associate             $400
         Jason Burnette, associate             $325
         Kacy Romig, associate                 $325
         Megan Taylor, associate               $275
         Trixie Jones, paralegal               $200
         Jeff Grogan, trial practice project   $150
           coordinator

Jones Day will also be reimbursed by the Debtors of any necessary
out-of-pocket expenses.

G. Lee Garrett, Jr., a partner at Jones Day, assures the Court
that the firm has not, does not, and will not represent any
entities other than the Debtors in matters related to the
Prepetition Litigation or these Chapter 11 cases.  Jones Day will
not represent any entity adverse to the Debtors in connection
with these Chapter 11 cases, the Prepetition Litigation or
otherwise.

Mr. Garrett discloses that the firm represented or currently
represents these entities in matters unrelated to the Debtors,
these bankruptcy cases, or the Prepetition Litigation:

    * Delta;
    * Wells Fargo Bank NW, N.A.; and
    * Airline Reporting Corporation.

The Debtors are estimated to owe Jones Day $10,743 for services
performed before the Petition Date.  However, Jones Day is not
seeking to collect this amount from the Debtors or their estates,
Mr. Garrett says.

He attests that Jones Day is a disinterested person, as the term
is defined in Section 101(14) of the Bankruptcy Code.

                     About Mesa Air Group

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

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

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

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


MESA AIR: Gets Nod to Continue LOC & Surety Bond Programs
---------------------------------------------------------
Mesa Air Group Inc. obtained permission from the Bankruptcy Court
to maintain their surety bond programs without interruption, on
the same basis, and in accordance with the same practices and
procedures as were in effect before the Petition Date.

In the ordinary course of their business, Mesa Air and its debtor
affiliates are required to provide to third parties certain
letters of credit and surety bonds to secure their 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 U.S., Canadian or other customs requirements.

Accordingly, the Debtors seek authority from Judge Martin Glenn of
the U.S. Bankruptcy Court for the Southern District of New York to
(i) pay, in their sole discretion, all amounts arising under
their Letter of Credit and Surety Bond Programs due and payable
after the Petition Date, and (ii) renew or obtain, in their sole
discretion, new letters of credit and surety bonds, as needed, in
the ordinary course of business.

It is vital that the Debtors be permitted to continue and renew
their Letter of Credit and Surety Bond Programs to ensure there
is no disruption in their ability to conduct their operations,
Maria A. Bove, Esq., at Pachulski Stang Ziehl & Jones LLP, in New
York, tells the Court.  The non-payment of any obligations under
the Letter of Credit and Surety Bond Programs could result in one
or more of the Providers terminating or declining to renew their
letters of credit or surety bonds, or refusing to enter into
letters of credit or surety bonds with the Debtors in the future,
she asserts.

If any letters of credit or surety bonds lapse without renewal,
the Debtors could default on various obligations, which could
severely disrupt the Debtors' operations, to the detriment of all
parties-in-interest, Ms. Bove says.

As of the Petition Date, the Providers have posted, on behalf of
the Debtors, approximately $12,300,000 in outstanding letters of
credit issued pursuant to certain prepetition agreements.

Many of these letters of credit are collaterized by cash
collateral.  Commission and transaction fees are charged by the
Providers on an annual basis as a requirement for the issuance
and maintenance of these letters of credit, Ms. Bove relates.
The amounts charged are generally on a percentage basis.  The
Debtors do not believe they owe any prepetition amounts to the
Providers under the letters of credit, she adds.

As of the Petition Date, the Debtors have approximately
$2,500,000 in outstanding surety bonds.  The premiums for most of
the surety bonds are determined annually and are paid by the
Debtors at inception and annually thereafter, according to Ms.
Bove.

The Debtors' principal surety is Fidelity and Deposit Company of
Maryland.  In addition, the Debtors use brokers to procure surety
bonds.  The Debtors believe that all premiums and related fees
that were due as of the Petition Date have been fully paid.

The Debtors are parties to a number of Provider indemnity
agreements, pursuant to which the Debtors have agreed to
indemnify certain parties from any loss, cost, damage or expense
they may incur by reason of their execution of any bonds on
behalf of the Debtors.  By this motion, the Debtors seek the
authority, but not the obligation, to honor these Provider
Indemnity Agreements.

Based on the current financial status of the Debtors, Ms. Bove
says it is unlikely that they will be able to renew or obtain
replacement letters of credit or surety bonds on an unsecured
basis or, in some cases, capacity may not be available even on a
secured basis.

The Debtors' ability to provide the financial assurances
necessary to continue their business operations during the
reorganization process will require the maintenance of the
existing Letter of Credit and Surety Bond Programs, Ms. Bove
tells the Court.  In addition, the Debtors may also need
additional letters of credit and bonding capacity not currently
provided by the Letter of Credit and Surety Bond Programs, she
says.

A list of the lending institutions, sureties and private
insurance carriers that provide the Debtors with letters of
credit or surety bonds, including the aggregate coverage amounts
provided, is available at no charge at:

http://bankrupt.com/misc/MA_LOC&SuretyBondsProviders010810.pdf

                     About Mesa Air Group

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

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

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

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


MESA AIR: Gets Nod to Hire Pachulski as Bankruptcy Attorneys
------------------------------------------------------------
Mesa Air Group Inc. and its units obtained the Court's authority
to employ Pachulski Stang Ziehl & Jones LLP as their bankruptcy
attorneys, nunc pro tunc to the Petition Date.

Pachulski represented Mesa Air Group, Inc., and its subsidiaries
since April 27, 2009.  The firm is very familiar with the
Debtors' business and affairs, and many of the potential legal
issues that may arise in the context of these Chapter 11 cases,
Michael J. Lotz, Mesa Air's president, relates.

As counsel, Pachulski will:

  (a) take necessary or appropriate actions to protect and
      preserve the Debtors' estates;

  (b) prepare, on behalf of the Debtors, as debtors in
      possession, necessary or appropriate motions,
      applications, answers, orders, reports and other papers in
      connection with the administration of their estates;

  (c) counsel the Debtors with regard to their rights and
      obligations as debtors in possession, and their powers and
      duties in the continued management and operations of their
      businesses and properties;

  (d) take necessary or appropriate actions in connection with a
      plan or plans of reorganization, related disclosure
      statements and all related documents, and further actions,
      as may be required in connection with the administration
      of the Debtors' estates; and

  (e) act as general bankruptcy counsel for the Debtors, and
      perform all other necessary or appropriate legal services
      in connection with these Chapter 11 cases.

Pachulski will be paid its standard hourly rates, subject to
periodic adjustments, and reimbursed of actual, necessary
expenses and other charges incurred by the firm.  The current
hourly rates of the principal attorneys and paralegals presently
designated to represent the Debtors are:

         Richard M. Pachulski                  $925
         Laura Davis Jones                     $855
         Robert J. Feinstein                   $855
         Debra I. Grassgreen                   $775
         Joshua M. Fried                       $625
         Maria A. Bove                         $550
         John W. Lucas                         $450
         David A. Abadir                       $425
         Patricia Jeffries                     $235

Other attorneys and paralegals may, from time to time, serve the
Debtors in connection with these matters.

Pachulski will also be reimbursed for any necessary out-of-pocket
expenses.

Richard M. Pachulski, Esq., a partner at Pachulski Stang Ziehl &
Jones LLP, relates that the firm represented, represents, and in
the future will likely represent many entities that are claimants
of or interest holders in the Debtors in matters unrelated to
these pending Chapter 11 cases.  Some of these entities are, or
may consider themselves to be, creditors or parties in interest
in these bankruptcy cases or to otherwise have interests in these
cases, he says.

The firm, however, is not representing any of those entities and
will not represent them in any matters that they may have against
the Debtors in these Chapter 11 cases, Mr. Pachulski assures the
Court.

Mr. Pachulski also discloses that the firm currently represents
Greenwich Capital Financial Products, Inc., in connection with
its interests in In re American Business Financial Services,
Inc., case no. 05-10203 (MFW) (Bankr. D. Del. 2005).  He adds
that the firm also currently represents CIT Group/Business
Credit, Inc., in connection with its interests in In re New
Century TRS Holdings, Inc., case no. 07-10416 (KJC) (Bankr. D.
Del. 2007).  These representations are unrelated to the Debtors'
bankruptcy cases, he assures the Court.  Mr. Pachulski adds that
his firm does not and will not represent these entities in the
Debtors' cases and will not represent the Debtors in any claim
may have against these entities.

Mr. Pachulski further discloses that during the 12-month period
before the Petition Date, the firm received an aggregate of
$1,400,204 from the Debtors for professiona1 services performed
and expenses incurred, a portion of which is an unapplied
retainer.  The Debtors did not owe Pachulski any amounts for
legal services rendered before the Petition Date, although, as of
the Petition Date, the firm had not completed a final
reconciliation of its prepetition fees and expenses.

Upon final reconciliation of the amount actually incurred
prepetition, Pachulski will apply its retainer to the outstanding
fees, and any balance remaining from the prepetition payments to
the firm will be utilized as retainer to apply to postpetition
fees and expenses pursuant to the compensation procedures
approved by the Court and the Bankruptcy Code, Mr. Pachulski
says.

Pachulski does not hold or represent any interest adverse to the
Debtors' estates.  The firm is a disinterested person, as the
term is defined in Section 101(14) of the Bankruptcy Code, he
asserts.

                     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)


NORTHERN 120: Taps Polsinelli Shughart as Bankr. Counsel
--------------------------------------------------------
Northern 120, LLC, has asked permission from the U.S. Bankruptcy
Court for the District of Arizona to employ Polsinelli Shughart PC
as bankruptcy counsel, nunc pro tunc to the Petition Date.

Polsinelli Shughart will:

     a. prepare pleadings and applications and conduct
        examinations incidental to administration;

     b. advise the Debtor of its rights, duties, obligations under
        Chapter 11 of the Bankruptcy Code;

     c. take any and all other necessary action incident to the
        proper preservation and administration of this Chapter 11
        estate; and

     d. advise the Debtor in the formulation and presentation of a
        plan pursuant to Chapter 11 of the Bankruptcy Code, the
        disclosure statement and concerning any and all matters
        relating thereto.

Polsinelli Shughart will be compensated $135 to $600 per hour for
the services of its attorneys and paralegals who will work on the
legal matters.

The Debtor assures the Court that Polsinelli Shughart is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Phoenix, Arizona-based Northern 120, LLC, is a limited liability
company engaged in the business of owning and developing real
property in the State of Arizona.  The Company filed for Chapter
11 bankruptcy protection on November 5, 2009 (Bankr. D. Ariz. Case
No. 09-28417).  Mark W. Roth, Esq., at Polsinelli Shughart P.C.
assists the Company in its restructuring efforts.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


OPTI CANADA: Reports Year-End 2009 Financial Results
----------------------------------------------------
OPTI Canada Inc. (OPTI) said the company's financial and operating
results for the year ended Dec. 31, 2009.

Financial Highlights:

                               2009     2008     2007
                              -----     ----     ----
Net earnings (loss)           $(306)   $(477)    $151  
Working capital (deficiency)    168      (25)     271  
Total oil sands expenditures    148      706      961  
Shareholders' equity         $1,311   $1,471   $1,951  
Common shares outstanding       282      196      195

"Significant operational milestones were achieved at the Long Lake
Project in 2009.  All Upgrader units have successfully operated,
demonstrating that our technology works, and our on stream factor
has improved considerably.  The gasifier is working as designed,
providing a low-cost fuel source that reduces our reliance on
natural gas.   We have made and sold our premium finished product,
PSCT, which has received pricing equal to or above other synthetic
crude oils.  As the Project ramps up to full production, we expect
that we will have a substantial operating cost and netback
advantage.

"In our SAGD operation, we are encouraged by the improved quantity
and reliability of steam generation after the turnaround in the
third quarter.  Recent steam rates have been the highest since the
project commenced operation. With the number of wells on
circulation and on SAGD at all-time highs, and several wells
recently turned over to production, the focus of operations is now
on optimizing reservoir performance and maximizing bitumen
production.  We continue to expect a significant ramp-up through
2010.

"In the fourth quarter of 2009 we also completed several
transactions that strengthened our financial position.  We believe
that we now have significant liquidity to support Long Lake ramp-
up and to complete our previously announced review of strategic
alternatives to enhance shareholder value," said Chris Slubicki,
President and Chief Executive Officer of OPTI.

A full-text copy of the company's year end 2009 results is
available for free at http://ResearchArchives.com/t/s?51fe

OPTI Canada Inc. is a Calgary, Alberta-based company focused on
developing major oil sands projects in Canada using its
proprietary OrCrude(TM) process.  The first project, Phase 1 of
Long Lake, consists of 72,000 barrels per day of SAGD (steam
assisted gravity drainage) oil production integrated with an
upgrading facility.  The upgrader uses the OrCrude(TM) process
combined with commercially available hydrocracking and
gasification.  Through gasification, this configuration
substantially reduces the exposure to and the need to purchase
natural gas.  On a 100% basis, the Project is expected to produce
58,500 bbl/d of products, primarily 39 degree API Premium Sweet
Crude with low sulphur content, making it a highly desirable
refinery feedstock.  Due to its premium characteristics, the
Company expects PSC(TM) to sell at a price similar to West Texas
Intermediate (WTI) crude oil.  The Long Lake Project is being
operated in a joint venture with Nexen Inc.  OPTI holds a 35%
working interest in the joint venture. OPTI's common shares trade
on the Toronto Stock Exchange under the symbol OPC.

                            *     *     *

As reported by the Troubled Company Reporter on November 18, 2009,
Moody's Investors Service lowered OPTI Canada's Caa1 Corporate
Family Rating to Caa2, and Caa1 $1.75 billion second lien notes
rating to Caa3.  Moody's also assigned a B1 rating to OPTI's
proposed C$150 million secured revolver and a B2 rating to its
proposed secured notes issue.  The rating outlook remains
negative.  The ratings on the existing C$350 million revolver will
be withdrawn when the new C$150 million revolver closes.

The TCR also said November 18, 2009, Standard & Poor's Ratings
Services assigned its 'B+' debt rating to OPTI Canada Inc.'s
proposed US$425 million senior secured notes due 2012, and its
C$150 million secured revolving credit facility.  (The closing of
the new credit facility is subject to the notes' sale.)  S&P will
withdraw the ratings on OPTI's existing C$350 million credit
facility when the proposed credit facility closes.  S&P also
assigned a '1' recovery rating to the notes and credit facility,
indicating S&P's expectations of very high (90%-100%) recovery in
the event of a default.  S&P views the sale of the proposed notes
as neutral to OPTI's credit profile.


PACIFIC ETHANOL: Wants March 12 Extension of Plan Exclusivity
-------------------------------------------------------------
Pacific Ethanol Holding Co. LLC and its units ask the U.S.
Bankruptcy Court for the District of Delaware to extend (i) until
March 12, 2010, their exclusive period to propose a Chapter 11
plan, and (ii) until May 7, 2010, their period to solicit
acceptances of the plan.

Pacific Ethanol says that it has been unable to complete a plan of
reorganization as it has been busy with stabilizing the business,
obtaining financing, and restarting commercial operations at its
Magic Valley plant.  It says that discussions with secured
creditors are ongoing and that it is analyzing various options
available.

Pacific Ethanol previously obtained a Feb. 12 extension of its
plan exclusivity.  The Court granted the request for a third
extension on Feb. 3.

                   About Pacific Ethanol

Pacific Ethanol Holding Co. LLC and four affiliates filed for
Chapter 11 on May 17, 2009 (Bankr. D. Del. Case No. 09-11713).
Judge Kevin Gross handles the case.  Attorneys at Cooley Godward
Kronish LLP represent the Debtors as counsel.  Attorneys at Potter
Anderson & Corroon LLP are co-counsel.  Epiq Bankruptcy Solutions
LLC is the claims agent.  Pacific Ethanol Holding disclosed
$50 million to $100 million in assets and $100 million to
$500 million in debts in its petition.

Pacific Ethanol Inc. and its marketing subsidiaries, Kinergy
Marketing LLC, and Pacific Ag. Products, LLC, have not filed for
Chapter 11 bankruptcy protection.  The Company is expected to
continue to manage the Plant Subsidiaries under an Asset
Management Agreement and Kinergy and PAP are expected to continue
to market and sell the Plant Subsidiaries' ethanol and feed
production under existing Marketing Agreements.


PACIFIC GALVESTON: Taps John Lewis as Bankruptcy Counsel
--------------------------------------------------------
Pacific Galveston Properties L.P. has asked for permission from
the U.S. Bankruptcy Court for the Northern District of Texas to
employ John P. Lewis, Jr., as bankruptcy counsel.

Mr. Lewis will:

     a. assist in the preparation of schedules and statement of
        affairs and any amendments thereto;

     b. attend and participate with the Debtor in its Sec. 341
        meeting;

     c. direct the Debtor concerning administrative and
        reorganization issues; and

     d. perform other necessary legal services in connection with
        the Debtor's Chapter 11 case and in any adversary
        proceedings arising in the case.

Mr. Lewis will be compensated $00 per hour for his services.

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

Dallas, Texas-based Pacific Galveston Properties, LP, dba Island
Bay Apartments, filed for Chapter 11 bankruptcy protection on
January 4, 2010 (Bankr. N.D. Texas Case No. 10-30122).  John P.
Lewis, Jr., Esq., at Law Office of John P. Lewis, Jr., 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.


PAJAAMCO FAMILY: Meeting of Creditors Slated for February 23
------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of creditors
in PAJAAMCO Family Limited Partnership's Chapter 11 case on
February 23, 2010, at 11:45 a.m.  The meeting will be held at 222
East Van Buren, Room 301, Harlingen, Texas

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.

McAllen, Texas-based PAJAAMCO Family Limited Partnership, fdba
Pajamco Family Limited Partnership, filed for Chapter 11
bankruptcy protection on January 4, 2010 (Bankr. S.D. Texas Case
No. 10-70010).  John Kurt Stephen, Esq., at Cardena Whitis and
Stephen, assists the Company in its restructuring effort.  The
Company has assets of $26,760,745, and total debts of $15,664,200.


PENN TRAFFIC: Foxhill Opportunity Ceases to Own 5% of Common Stock
------------------------------------------------------------------
Foxhill Opportunity Master Fund, L.P., has filed with the
Securities and Exchange Commission Amendment No. 1 to its Schedule
13D, was initially filed on November 30, 2009.

The CUSIP Number of the common stock is 707832309.

Items 5(a)-(d) are hereby amended and restated to read as follows:

(a)-(d) On February 4, 2010, Foxhill Master Fund sold in the open
market 330,000 Shares at a price per Share of $0.0558.  On
February 5, 2010, Foxhill Master Fund sold in the open market the
remaining 870,000 Shares it beneficially owned at a price per
Share of $0.0606.  Accordingly, the Reporting Persons no longer
beneficially own any securities of the Issuer.

Item 5(e) is hereby amended and restated to read as follows:

(e) As of February 5, 2010, the Reporting Persons ceased to be the
beneficial owners of more than 5% of the Shares of the Issuer.

A full-text copy of amendment no. 1 to Fox Opportunity Master
Fund, L.P.'s SC 13D is available for free at:

                   http://researcharchives.com/t/s?51f7

A full-text copy of the initial SC 13D filing is available for
free at http://researcharchives.com/t/s?51f8

                      About Penn Traffic

Syracuse, New York-based The Penn Traffic Company -- dba P&C
Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets
in Pennsylvania, upstate New York, Vermont, and New Hampshire
under the Bilo, P&C and Quality trade names.  The Company filed
for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr.
D. Delaware Case No. 09-14078).  Ann C. Cordo, Esq., and Gregory
W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist
the Company in its restructuring effort.  Donlin Recano is the
Company's claims agent.  The Company listed $150,347,730 in assets
and $136,874,394 in liabilities as of May 4, 2009.

These affiliates also filed separate Chapter 11 petition: Sunrise
Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking
Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.; P
and C Food Markets, Inc. of Vermont; and P.T. Development, LLC.


PENTON BUSINESS: Case Summary & 50 Largest Unsec. Creditors
-----------------------------------------------------------
Debtor: Penton Business Media Holdings, Inc.
           dba Donohue Meehan Publishing Company
           dba Healthwell.com, Inc.
           dba One, Inc.
           dba PBI Media Inc.
           dba Penton Internet, Inc.
           dba PMI Three, Inc.
           dba PMI Two, Inc.
           dba PRIMEDIA Business Media & Magazines Inc.
           dba PRIMEDIA Business Media & Magazines Internet Inc.
           dba PRIMEDIA Business Media & Magazines
               Publications Inc.
           dba Prism Business Media Inc.
           dba Prism Business Media Holdings Inc.
           dba Prism Business Media Internet Inc.
           dba Prism Business Media Publications Inc.
           dba Stardust.com, Inc.
           dba Tech Conferences, Inc.
        249 W. 17th Street
        New York, NY 10011

Bankruptcy Case No.: 10-10689

Debtor-affiliate filing separate Chapter 11 petitions:

    Entity                                 Case No.
    ------                                 --------
Duke Communications International, Inc.    10-10692
Duke Investments, Inc.                     10-10693
DVGM & Associates                          10-10694
Internet World Media, Inc.                 10-10695
Penton Business Media Holdings, Inc.       10-10689
Penton Business Media Internet, Inc.       10-10696
Penton Business Media Publications, Inc.   10-10697
Penton Business Media, Inc.                10-10691
Penton Media, Inc.                         10-10690

Chapter 11 Petition Date: February 10, 2010

Court: United States Bankruptcy Court
       Southern District of New York

Judge: Arthur J. Gonzalez

About the Business: 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.  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.

Debtors' Counsel: Lisa G. Laukitis, Esq.
                  Jones Day
                  222 East 41st Street
                  New York, NY 10017
                  Tel: (212) 326-3939
                  Fax: (212) 755-7306
                  Email: http://www.jonesday.com/

                  Brad B. Erens, Esq.
                  Robert E. Krebs, Esq.
                  David A. Hall, Esq.
                  Jones Day
                  77 West Wacker
                  Chicago, IL 60601
                  Tel: (312) 782-3939
                  Fax: (312) 782-8585
                  Email: http://www.jonesday.com/

Debtors'
Claims Agent:     Kurtzman Carson Consultants LLC

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

Estimated Debts: More than $1,000,000,000

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

         http://bankrupt.com/misc/nysb10-10689.pdf

Debtor's List of 50 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Worldcolor USA Corp        Trade Debt             $1,595,825

R R Donnelley Receivables  Trade Debt             $1,412,828
Inc.

A T Clayton and Company    Trade Debt             $574,806
Inc.

Hallmark Data Systems LLC  Trade Debt             $532,661

American Pacesetters       Trade Debt             $340,394
Enterprise LLC

Three Z Printing Company   Trade Debt             $296,336

Georgia World Congress     Trade Debt             $229,608
Center

Brown Printing Company     Trade Debt             $207,815

Bleuchip International     Trade Debt             $162,851

City of Anaheim            Trade Debt             $119,831
Convention Center

On24 Inc.                  Trade Debt             $114,577

Unisfair                   Trade Debt             $111,750

United Parcel Service      Trade Debt             $109,859

City of Tampa              Trade Debt             $109,140

Anaheim Convention Center  Trade Debt             $107,225

Biocompare                 Trade Debt             $104,000

Quadgraphics Inc.          Trade Debt             $81,885

CDW Direct LLC             Trade Debt             $74,110

California Marketing       Trade Debt             $71,139

Infousa                    Trade Debt             $70,000

Neospire Inc.              Trade Debt             $66,963

Aramark Corporation        Trade Debt             $64,800

Inquiry Management         Trade Debt             $64,043
Systems Inc.

Yesmail Canada             Trade Debt             $63,571

Walter Karl Inc.           Trade Debt             $63,274

TMS Transportation         Trade Debt             $58,583
Management  Services

Riverbend Executive        Trade Debt             $58,428
Center Inc.

Delta Printing Solutions   Trade Debt             $56,889
Inc.

ESP Computer Services      Trade Debt             $50,549

Convention Data Services   Trade Debt             $49,569
Inc.

Cerberus Associates LLC    Bank Debt              Unliquidated
                           Deficiency Claim

UBS AG Stamford Branch     Bank Debt              Unliquidated
                           Deficiency Claim

Plainfield Asset           Bank Debt              Unliquidated
Management LLC             Deficiency Claim

Riversource Investments    Bank Debt              Unliquidated
LLC                        Deficiency Claim

BlackRock Financial        Bank Debt              Unliquidated
Management, Inc.           Deficiency Claim

Orix Financial Corp        Bank Debt              Unliquidated
                           Deficiency Claim

Apidos Capital Management  Bank Debt              Unliquidated
LLC                        Deficiency Claim

Hartford Investment        Bank Debt              Unliquidated
Management Co              Deficiency Claim

Hillmark Capital           Bank Debt              Unliquidated
                           Deficiency Claim

Satellite Asset            Bank Debt              Unliquidated
Management                 Deficiency Claim

Symphony Asset Management  Bank Debt              Unliquidated
LLC                        Deficiency Claim

Pioneer Investment         Bank Debt              Unliquidated
Management Inc             Deficiency Claim

Credit Suisse              Bank Debt              Unliquidated
                           Deficiency Claim

GE Capital Debt Advisors   Bank Debt              Unliquidated
                           Deficiency Claim

Alcentra NY LLC            Bank Debt              Unliquidated
                           Deficiency Claim

Callidus Capital           Bank Debt              Unliquidated
Management                 Deficiency Claim

Halbis Distressed          Bank Debt              Unliquidated
Opportunity Master         Deficiency Claim
Fund Ltd

MJX Asset Management       Bank Debt              Unliquidated
LLC                        Deficiency Claim

Knightsbridge Clo 2008-1   Bank Debt              Unliquidated
Ltd                        Deficiency Claim
c/o ACKB LLC

Primus CLO II Ltd          Bank Debt              Unliquidated
                           Deficiency Claim

The petition was signed by Jean B. Clifton, the company's
executive vice-president and chief financial officer.


PENTON BUSINESS: S&P Downgrades Corporate Credit Rating to 'CC'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on New York
City-based Penton Business Media Holdings Inc. and related
entities.  The corporate credit rating was lowered to 'CC' from
'CCC' and the rating outlook is negative.

The rating action reflects Penton's announcement that it expects
to implement a restructuring through a prepackaged filing under
Chapter 11 of the U.S. Bankruptcy Code.  The global recession and
secular challenges facing print advertising in light of
competition from Internet-based media contributed to the company's
weak operating performance in 2009.  The weak operating
performance raised leverage, weakened interest coverage, and
reduced liquidity.  S&P believes these factors contributed to the
company's decision to file in the next few days.

S&P is reevaluating its recovery ratings on Penton's first- and
second-lien senior secured facilities.  The lenders have agreed to
a plan that would eliminate $270 million of the company's debt and
extend the maturity of the senior secured facilities through 2014.

S&P analyzes Penton Business Media Holdings on a consolidated
basis with Penton Business Media Inc. and Penton Media Inc.


PINNACLE ENTERTAINMENT: Moody's Affirms 'B2' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service revised Pinnacle Entertainment, Inc.'s
rating outlook to negative from stable.  Pinnacle's B2 Corporate
Family, B2 Probability of Default, B2 senior unsecured note, and
Caa1 senior subordinated note ratings were affirmed.

The outlook revision to negative from stable acknowledges the
sudden and significant earnings decline in the fourth quarter of
fiscal 2009 from the company's Lake Charles, LA casino, and
reflects continued earnings declines from its Boomtown New Orleans
and Belterra casino properties.  These factors, combined with the
company's commitment to further development in Louisiana, could
make it difficult for Pinnacle to achieve debt/EBITDA below 6.5
times by the end of fiscal 2011-- the target leverage need for the
company to maintain its B2 Corporate Family Rating.

Pinnacle's B2 Corporate Family Rating considers its high leverage
-- debt/EBITDA is expected to remain above 7 times through fiscal
2010 -- and significant concentration in Louisiana.  Positive
rating consideration is given to the company's leading market
share position in Lake Charles, LA, and expectation that the
company's River City casino development in St. Louis, MO --
scheduled to open in March 2010 -- will contribute favorably to
earnings and cash flow.  Also considered is the company's adequate
liquidity profile.  Pinnacle recently entered into a new (unrated)
$375 million revolving credit agreement expiring in 2014 that
refinanced a $531 million revolver which had a December 2010
expiration date.

Ratings affirmed:

* $450 million 8.625% senior unsecured notes due 2017 at B2 (LGD
  3, 40%)

* $380 million 7.5% senior subordinated notes due 2015 at Caa1
  (LGD 5, 82%)

Rating withdrawn:

* $531 million senior secured revolver expiring 2010 at Ba2 (LGD
  2, 13%)

The previous rating action on Pinnacle occurred on July 27, 2009,
when Moody's assigned a B2 rating to the company's 8.635% senior
unsecured notes and affirmed the company's existing ratings.

Pinnacle owns and operates casinos in Nevada, Louisiana, Indiana,
Missouri, and Argentina.  The company generates approximately
$1 billion of annual net revenues.


POPE & TALBOT: Trustee Fails to File Claim vs. Abitibi On-Time
--------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that a Chapter 7 trustee
in Delaware asked the bankruptcy judge for permission to file a
late claim against AbitibiBowater Inc.

According to the report, the Chapter 7 trustee for Pope & Talbot
Inc. said it was "unknown" to him when Abitibi filed for
reorganization in April 2009.  The trustee also said he didn't
know when the bankruptcy judge in Delaware set Nov. 13 as the last
day for filing claims against Abitibi.

The Pope & Talbot trustee, according to Bloomberg, evidently
didn't learn about the bankruptcy until September when he sued
Abitibi to recover an alleged $530,000 preference.

The bankruptcy judge in Abitibi's case will decide at a March 23
hearing whether the Pope & Talbot trustee can file a late claim.

                    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 US$9,937,000,000 in total
assets and US$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).

                     About Pope & Talbot Inc.

Based in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- was a pulp and wood products
business.  Pope & Talbot was founded in 1849 and produced market
pulp and softwood lumber at mills in the U.S. and Canada.  Markets
for the company's products include the U.S., Europe, Canada, South
America and the Pacific Rim.

PricewaterhouseCoopers Inc. petitioned for Chapter 15 Bankruptcy
on Aug. 22, 2008, (Bankr. D. Del. Lead Case No. 08-11933).
Fourteen debtor-affiliates with pending Chapter 7 cases also filed
for separate Chapter 15 petitions.  Michael R. Lastowski, Esq., at
Duane Morris LLP represents the Debtors in their restructuring
efforts.  The Debtors listed assets between $100 million and
$500 million, and debts between $100 million and $500 million.

On Oct. 28, 2007, the company and its U.S. and Canadian
subsidiaries applied for protection under the Companies' Creditors
Arrangement Act of Canada.  The Debtors' CCAA Stay expired on
Jan. 16, 2008.

On Nov. 19, 2007, the company and 14 of its debtor-affiliates
filed for Chapter 11 protection (Bankr. D. Del. Lead Case No.
07-11738).   The Court converted their Chapter 11 cases to a
Chapter 7 liquidation proceeding.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.


PRIMUS TELECOM: Whitebox Advisors Owns 5.6% of Common Stock
-----------------------------------------------------------
Whitebox Advisors, LLC, has filed with the Securities and Exchange
Commission Amendment No. 3 to its Schedule 13-G which was
initially filed on February 14, 2008.

The CUSIP Number of the Common Stock is 741929301.

Whitebox Advisors, LLC, et al., disclosed that they may be deemed
to beneficially own shares of Primus Telecommunications Group,
Incorporated's common stock:

                                         Shares
                                         Beneficially
   Company                               Owned         Percentage
   -------                               ------------  ----------
  Whitebox Advisors, LLC                   539,244        5.6%
  Whitebox Convertible Arbitrage
    Advisors, LLC                           97,804        1.0%
  Whitebox Convertible Arbitrage
    Partners, L.P.                          97,804        1.0%
  Whitebox Concentrated Convertible
    Arbitrage Fund, L.P.                    97,804        1.0%
  Whitebox Concentrated Convertible
    Arbitrage Fund, Ltd.                    97,804        1.0%
  Whitebox Combined Advisors, LLC          235,169        2.4%
  Whitebox Combined Partners, L.P.         235,169        2.4%
  Whitebox Multi-Strategy Fund, L.P.       235,169        2.4%
  Whitebox Multi-Strategy Fund, Ltd.       235,169        2.4%
  Whitebox Hedged High Yield Advisors,
    LLC                                     83,521        0.9%
  Whitebox Hedged High Yield Partners,
    L.P.                                    83,521        0.9%
  Whitebox Credit Arbitrage Fund, L.P.      83,521        0.9%
  Whitebox Credit Arbitrage Fund, Ltd.      83,521        0.9%
  Pandora Select Advisors, LLC              67,783        0.7%
  Pandora Select Partners LP                67,783        0.7%
  Pandora Select Fund, LP                   67,783        0.7%
  Pandora Select Fund, Ltd                  67,783        0.7%

A full-text copy of Whitebox Advisors' amendment no. 3 to its
Schedule 13-G is available at http://researcharchives.com/t/s?5244

                       About Primus Telecom

PRIMUS Telecommunications Group, Incorporated (OTC BB: PMUG) --
http://www.primustel.com/-- is a facilities-based integrated
global communications services provider offering international and
domestic voice, voice-over-Internet protocol (VOIP), Internet,
wireless, data and hosting services to business and residential
retail customers and other carriers located primarily in the
United States, Canada, Australia, the United Kingdom and western
Europe. PRIMUS provides services over its global network of owned
and leased transmission facilities, including approximately 500
points-of-presence (POPs) throughout the world, ownership
interests in undersea fiber optic cable systems, 18 carrier-grade
international gateway and domestic switches, and a variety of
operating relationships that allow it to deliver traffic
worldwide. Founded in 1994, PRIMUS is based in McLean, Virginia.

The Company and four its affiliates filed for Chapter 11
protection on March 16, 2009 (Bankr. D. Del. Lead Case No.
09-10867).  George N. Panagakis, Esq., and T Kellan Grant, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, are the
Debtors' proposed counsel.  Davis L. Wright, Esq., Eric M. Davis,
Esq., and Anthony Clark, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Wilmington, Delaware, are the Debtors' proposed local
counsel.  The Debtor proposed CRT Investment Banking LLC as
financial adviser and investment banker.  When the Debtors filed
for protection from their creditors, they listed assets between
$100 million and $500 million, and debts between $500 million and
$1 billion.

The Debtors filed their proposed plan of reorganization together
with their bankruptcy petitions on March 16, 2009.  An amended
reorganization plan was filed April 27, 2009 and the final plan
was filed on June 12, 2009.  Primus has implemented its Chapter 11
reorganization plan.  Primus' Chapter 11 plan was confirmed by the
U.S. Bankruptcy Court for the District of Delaware on June 12,
2009.

                          *     *     *

As reported in the Troubled Company Reporter on December 8, 2009,
Standard & Poor's Rating Services assigned its 'B-' corporate
credit rating to Primus Telecommunications Group Inc.  S&P also
assigned 'B' issue-level and '2' recovery ratings to an
aggregate $130 million of debt expected to be issued by two Primus
units: Primus Telecommunications Holding Inc.'s $85 million senior
secured notes due 2016 and Primus Telecommunications Canada Inc.'s
$45 million senior secured notes due 2016.  The '2' recovery
rating indicates expectations for substantial (70%-90%) recovery
of principal in the event of payment default.

At the same time S&P assigned its 'CCC+' issue-level and '5'
recovery ratings to unit Primus Telecommunications IHC Inc.'s
existing $123 million senior secured subordinated notes due 2013.
The '5' recovery rating on the notes indicates expectations for
modest (10%-30%) recovery in the event of payment default.
Outstanding debt, pro forma for the new notes, will be
approximately $260 million, not adjusted for operating leases.
Primus emerged from Chapter 11 bankruptcy on July 1, 2009, having
discharged over half of its pre-petition debt.


PROLIANCE INT'L: Dimensional Fund Ceases to Own 5% of Common Stock
------------------------------------------------------------------
Dimensional Fund Advisors LP has filed with the Securities and
Exchange Commission Amendment No.6 to its Schedule 13G with
respect to Proliance International, Inc. common stock covered by
CUSIP Number 74340R104.

Dimensional Fund discloses that it has ceased to be beneficial
owners of 5% or more of Proliance International Inc.'s common
stock.

A full-text copy of the amendment no. 6 to Dimensional Fund's
SC 13G is available for free at
http://researcharchives.com/t/s?51fb

                 About Proliance International

Based in New Haven, Connecticut, Proliance International, Inc. --
http://www.pliii.com/-- aka Godan makes automobile parts.  The
Company and its affiliates filed for Chapter 11 on July 2, 2009
(Bankr. D. Del. Lead Case No. 09-12278).  Christopher M. Samis,
Esq., and Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger PA, represent the Debtors in their restructuring efforts.
The Debtors' financial condition as of June 22, 2009, showed total
assets of $160.3 million and total debts of $133.5 million.

The sale of Proliance's North American assets to Centrum Equities
XV, LLC, was consummated under the provisions of Section 363 of
the Bankruptcy Code on August 14, 2009.


PROTOSTAR LTD: Creditor Blasts Firm's Bid For Sale-Related Bonuses
------------------------------------------------------------------
Law360 reports that creditor Afro Asian Satellite Communications
Mauritius Ltd. has objected to ProtoStar Ltd.'s renewed request to
pay bonuses to management and other employees for helping arrange
the $210 million sale of a satellite to Intel Subsidiary Holding
Co. Ltd.

Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.

The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659).  The Debtor selected
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent. The Debtors have tapped UBS Securities
LLC as investment banker and financial advisor.  In their
petition, the Debtors listed between US$100 million and
US$500 million each in assets and debts.  As of December 31, 2008,
ProtoStar's consolidated financial statements, which include non-
debtor affiliates, showed total assets of US$463,000,000 against
debts of US$528,000,000.


QUEST RESOURCE: PostRock Registration Statement Now Effective
-------------------------------------------------------------
Quest Resource Corporation and Quest Energy Partners, L.P. said
the Securities and Exchange Commission has declared the
Registration Statement of PostRock Energy Corporation on Form S-4
effective.

The Form S-4 registers with the SEC PostRock's common stock to be
issued in connection with the pending merger of QRCP, QELP, and
Quest Midstream Partners, L.P. into PostRock, a new, publicly-
traded corporation that would wholly own all three entities.

Shareholders of QRCP and QELP as of the Feb. 1, 2010 record
date will be mailed a copy of the definitive joint proxy
statement/prospectus included in the Registration Statement in
order to consider and vote upon the Merger at shareholder meetings
that have been scheduled for March 5, 2010.

                           Going Concern

The Company has incurred significant losses from 2003 through 2008
and into 2009, mainly attributable to operations, legal
restructurings, financings, the current legal and operational
structure and, to a lesser degree, the cash expenditures resulting
from the investigation related to certain unauthorized transfers,
repayments and re-transfers of funds to entities controlled by its
former chief executive officer.  The Company has determined that
there is substantial doubt about its ability to continue as a
going concern.

                       About Quest Resource

Quest Resource Corporation -- http://www.questresourcecorp.com/--
is a fully integrated E&P company that owns: producing properties
and acreage in the Appalachian Basin of the northeastern United
States; 100% of the general partner and a 57% limited partner
interest in Quest Energy Partners, L.P. ("QELP"), including
subordinated units; and 85% of the general partner and 36.4% of
the limited partner interests in the form of subordinated units in
Quest Midstream Partners, L.P. ("QMLP").  The Company operates and
controls QELP and QMLP through its ownership of their general
partners.

Quest Energy Partners, L.P. -- http://www.qelp.net/-- was formed
by the Company to acquire, exploit and develop natural gas and oil
properties and to acquire, own, and operate related assets.  QELP
owns more than 2,400 wells and is the largest producer of natural
gas in the Cherokee Basin, which is located in southeast Kansas
and northeast Oklahoma.  QELP also owns natural gas and oil
producing wells in the Appalachian Basin of the northeastern
United States and in Seminole County, Oklahoma.

Quest Midstream Partners, L.P. -- http://www.qmlp.net/-- was
formed by the Company to acquire and develop transmission and
gathering assets in the midstream natural gas and oil industry.
QMLP owns more than 2,000 miles of natural gas gathering pipelines
and over 1,100 miles of interstate natural gas transmission
pipelines in Oklahoma, Kansas, and Missouri.



RECTICEL NA: Aims to Confirm Full Payment Plan in April
-------------------------------------------------------
Recticel North America Inc. and affiliate Recticel Interiors North
America LLC filed a reorganization plan.

All creditors are expected to recover 100% recovery on their
claims pursuant to the plan.  However, general unsecured creditors
of Recticel N.A. and Recticel Interiors N.A. are still considered
as impaired and will vote on the Plan because they would not
receive any interest on their claims.  Secured claims would
receive "payment in full in cash, delivery of the respective
secured creditor's collateral, or other treatment that renders the
claim unimpaired," all priority and unsecured claims would be paid
in full in cash, and intercompany loans and equity interests would
be retained.

As reported by the Troubled Company Reporter on November 3, 2009,
Recticel NA and Recticel Interiors were unable to renegotiate
supply contracts with Johnson Controls Inc. and Inteva Products
LLC, Recticel Interiors' two largest customers.  Combined, the two
customers comprised roughly 80% of Recticel Interiors NA's sales
(both are tier one suppliers to Mercedes-Benz) as of the company's
petition date.

The hearing for approval of the adequacy of the information in the
Disclosure Statement is scheduled for March 10.  Voting on the
Plan will begin as soon as approval of the Disclosure Statement is
obtained.  Confirmation hearing is tentatively scheduled for April
4.

According to netDockets, during the course of the bankruptcy
cases, Recticel Interiors reached settlements with both Johnson
Controls and Inteva Products and is now seeking approval of those
settlement agreements and assumption of the pre-petition
agreements at a February 24, 2010 hearing.  netDockets also
relates Recticel Interiors also reached a settlement with a third
customer, Consolidated Metco, Inc., after seeking to reject its
contract.  All three settlements would serve to modify pricing
terms with respect to the products sold by Recticel Interiors
(with respect to ConMet, the primary economic change is "the
offset by ConMet of the increased freight costs incurred by
[Recticel Interiors] to ship parts from its Michigan plant to
ConMet's facility in Bryson City, North Carolina").

                 About Recticel North America

Brussels-based Recticel SA (NYSE Euronext: REC) ---
http://www.recticel.com/-- makes and sells foam filling for
automobiles.

Two units of Recticel -- Recticel North America, Inc., and
Recticel Interiors North America, LLC -- filed for Chapter 11 on
Oct. 29, 2009 (Bankr. E.D. Mich. Case No. 09-73411).

RINA makes and sell interior trim for cars in the United States
and RUNA operates in the manufacture of Colo-fast light-stable
polyurethane compounds, which are used by RINA.  RINA and RUNA
have 250 employees.

Together, the Auburn Hills, Michigan-based companies reported
revenue of $69.6 million in 2008 and $28.3 million for the first
nine months of 2009. Combined assets are $13.9 million, with
combined debt totaling $105.9 million.

The case is In re Recticel North America Inc., 09-73411,
U.S. Bankruptcy Court, Eastern District Michigan (Detroit).


RECKSON OPERATING: S&P Gives Stable Outlook, Keeps 'BB+' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Reckson
Operating Partnership L.P. to stable from negative.  In addition,
S&P affirmed its 'BB+' corporate credit rating on the company.
S&P also affirmed its '3' recovery rating on Reckson's rated
senior unsecured notes, indicating that lenders can expect a
meaningful (50%-70%) recovery in the event of a payment default.
The maintenance of the recovery rating reflects the affirmation of
S&P's 'BB+' credit rating on the company's senior unsecured notes.
S&P's ratings on Reckson continue to reflect the credit quality of
its parent, SL Green Realty Corp., which acquired Reckson in
January 2007.

"S&P's outlook revision acknowledges recent capital transactions
executed by SL Green that S&P believes improved its financial
profile," said credit analyst Elizabeth Campbell.  "Additionally,
while the company's credit line usage is high and exposes the
company to rising interest rate risk, S&P acknowledge the natural
hedge that SL Green's roughly $600 million variable-rate
structured finance loan pool provides."

S&P anticipates that the company will ultimately refinance its
credit facility debt with more costly longer-term capital.
However, further deleveraging, along with incremental revenue from
accretive investments, should somewhat temper the potential
erosion to debt coverages.  S&P would lower the ratings if fixed-
charge coverage measures dip below the 1.7x level contemplated in
its scenario analysis, possibly due to weaker-than-expected
occupancy and rent.  Although S&P currently views an upgrade as
less likely until New York City office market conditions
materially improve, S&P would consider raising the rating if SL
Green reduces its floating-rate debt, lowers its credit facility
usage, and sustains fixed-charge coverage measures comfortably
above 2.0x.


RVL TEXAS: Files List of 20 Largest Unsecured Creditors
-------------------------------------------------------
RVL Texas Properties, LLC, filed with the U.S. Bankruptcy Court
for the Southern District of Texas a list of its 20 largest
unsecured creditors.

A full-text copy of the list of unsecured creditors is avaailable
for free at:

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

Addison, Texas-based RVL Texas Properties, LLC, filed for Chapter
11 bankruptcy protection on January 4, 2010 (Bankr. S.D. Texas
Case No. 10-20009).  Joyce Williams Lindauer, Esq., who has an
office in Dallas, Texas, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in liabilities.


RVL TEXAS: Files Schedules of Assets and Liabilities
----------------------------------------------------
RVL Texas Properties, LLC, filed with the U.S. Bankruptcy Court
for the Southern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $9,730,000
  B. Personal Property            $1,000,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $3,700,073
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $62,370
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $129,622
                                 -----------      -----------
        TOTAL                    $10,730,000       $3,892,065

Addison, Texas-based RVL Texas Properties, LLC, filed for Chapter
11 bankruptcy protection on January 4, 2010 (Bankr. S.D. Texas
Case No. 10-20009).  Joyce Williams Lindauer, Esq., who has an
office in Dallas, Texas, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in liabilities.


RVL TEXAS: Section 341(a) Meeting Scheduled for February 18
-----------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of creditors
in RVL Texas Properties, LLC's Chapter 11 case on February 18,
2010, at 9:00 a.m.  The meeting will be held at Room 1107, 606
North Carancahua, Corpus Christi, Texas.

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.

Addison, Texas-based RVL Texas Properties, LLC, filed for Chapter
11 bankruptcy protection on January 4, 2010 (Bankr. S.D. Texas
Case No. 10-20009).  Joyce Williams Lindauer, Esq., who has an
office in Dallas, Texas, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in liabilities.


SONRISA PROPERTIES: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Sonrisa Properties, Ltd., filed with the U.S. Bankruptcy Court for
the Southern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $21,000,000
  B. Personal Property              $518,818
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $8,201,229
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $118,610
                                 -----------      -----------
        TOTAL                    $21,518,818       $8,319,839

League City, Texas-based Sonrisa Properties, Ltd., filed for
Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. S.D.
Texas Case No. 10-80012).  Karen R. Emmott, Esq., who has an
office in Houston, Texas, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in liabilities.


SPA CHAKRA: Sets Hercules-Led Auction on February 24
----------------------------------------------------
Bill Rochelle at Bloomberg News reports that Spa Chakra Inc. is
holding an auction on Feb. 24 to learn if anyone will beat the
offer from Hercules Technology Growth Capital Inc., which proposes
to buy the business mostly in exchange for secured debt.  Other
bids are due Feb. 23. The hearing for approval of the sale will
take place Feb. 25.

Palo Alto, California-based Hercules is offering $8 million,
mostly by exchanging a portion of the $13.8 million in secured
debt it held when the Chapter 11 case began in December.

Initially founded in 1998 in Australia, Spa Chakra has continued
to expand both domestically and overseas.  Uniquely positioned in
the marketplace, Spa Chakra has developed an award winning network
of 16 luxury spas worldwide.  Spa Chakra represents leading high-
end luxury cosmetic and spa brands and is recognized as one of the
top spa operators in the world.

The Company filed a balance sheet showing assets of $28.4 million
and debt totaling $22.9 million.  The largest liability is a
$11.1 million loan from Hercules.

Spa Chakra, Inc., said it is proceeding towards a sale of
substantially all of its assets to Hercules Technology Growth
Capital.  As part of the process to successfully complete the
sale, Spa Chakra has filed for protection under Chapter 11 of the
U.S. Bankruptcy Code with the U.S. Bankruptcy Court for New York
(Bankr. S.D.N.Y. Case No. 09-17260).


SPANSION INC: Proposes to Settle Disputes With ASML
---------------------------------------------------
ASM Lithography, Inc., and Advanced Micro Devices, Inc., were
parties to that certain Business Agreement effective January 1,
2002, pursuant to which ASM agreed to, among other things, sell
manufacturing equipment to AMD.  Spansion LLC and ASML US, Inc.
are successors-in-interest under the Business Agreement.

The initial term of the Business Agreement was three years, but
the term was later extended through December 31, 2008.  The
Business Agreement expired on December 31, 2008.

Pursuant to the terms of the Business Agreement, on September 5,
2006, Spansion LLC issued purchase order no. 5100241124 to ASML
for the purchase of a TWINSCAN XT: 1400F with all specified
features, accessories, and details, a lithography tool designed
for volume 200-mm and 300-mm wafer production at 65-nm
resolution.

Pursuant to the Purchase Order, the Twinscan was originally
scheduled to be delivered to Spansion LLC on February 20, 2007.
The purchase price for the Twinscan was EUR22,693,375.  ASML and
Spansion subsequently delayed delivery of the Twinscan, but a
delivery date was never finalized and the Twinscan ultimately was
not delivered.

On May 14, 2009, ASML filed Claim No. 186 asserting a general
unsecured prepetition claim for "at least $29,597,055, plus other
accrued and accruing interest, default interest, late charges,
taxes, attorneys' fees and costs, and other amounts due and owing
pursuant to the Business Agreement."

On June 26, 2009, each of the Debtors filed their schedules and
statements of financial affairs.  Spansion LLC scheduled ASML as
holding an allowed general unsecured claim for $603,000 relating
to maintenance and parts provided by ASML to the Debtors.  The
Scheduled Claim is not superseded by the Original Claim or the
Amended Claim.

The Debtors sent ASML a letter, on August 13, 2009, confirming
the expiration of the Business Agreement and, out of an abundance
of caution, filed a motion for an order pursuant to Section 365
of the Bankruptcy Code, authorizing the rejection of executory
contract with ASML US, Inc.  On September 1, 2009, the Court
entered its order granting the Debtors' motion authorizing the
rejection of executory contract with ASML US, Inc., nunc pro tunc
to August 13, 2009.

On September 4, 2009, the Debtors filed their Objection to Claim
No. 186 filed by ASML US, Inc., by which the Debtors object to
the portion of the Original Claim relating to the Twinscan and
request that the Court disallow any claim for damages related to
the Twinscan.

In response, ASML had requested that the Court deny the Claim
Objection and grant it an allowed claim.  The ASML Response
asserts that ASML is entitled to, among other things, payment of
the Twinscan purchase price and all related damages.

On November 2, 2009, ASML amended the Original Claim "to
include rejection damages arising in connection with the ASML
Contract."  The Amended Claim asserts a general unsecured
prepetition claim for "at least $41,530,122 plus other accrued
and accruing interest, default interest, late charges, taxes,
attorneys' fees and costs, and other amounts due and owing
pursuant to the Agreement and damages and remedies available
under law and equity."

                      The License Agreement

In addition, Spansion LLC and ASML Masktools are parties to that
certain Technology License Agreement effective December 19, 2005,
which grants to Spansion LLC and Spansion LLC's Qualified
Affiliates a nonexclusive and nontransferable license to use
certain patented technology and software, including "Scattering
Bar" technology, in the manufacture of Spansion-branded products.
The technology enables the Debtors to use a "scatter bar" as a
subresolution assist feature to aid wherever there is a
disruption in the patterns of constructive interfaces.  The
technology is useful in current 90 nm and 65 nm production flows,
on future 45 nm NOR technology and is also being implemented in
43 nm NAND products.

Because there is no cure amount associated with assumption of the
License Agreement, the terms of the License Agreement continue
until the patents that are the subject of the agreement expire,
and the License Agreement contains no ongoing payment
obligations, there are only benefits to the Debtors associated
with the assumption of the License Agreement.  The Debtors wish
to assume the License Agreement pursuant to Section 365 of the
Bankruptcy Code and believe that doing so will benefit the
Debtors' estates while posing no prejudice whatsoever to
creditors and other parties-in-interest.

               Settlement of The Twinscan Action

The Twinscan Action is still in its early stages and the parties
have not completed discovery or had an opportunity to prepare
expert reports or to brief many of the matters at issue in the
litigation.  Notwithstanding the Debtors' belief in the strength
of their defenses, and without expressing any opinion as to the
relative strength of ASML's claims, the Debtors maintain that
continued litigation of the Twinscan Action will be costly and
time-consuming, and like all litigation, inherently risky.

"Were the Debtors to continue the Twinscan Action, they would be
required to continue to spend significant resources on discovery
and trial preparation, motions for summary judgment, and a
lengthy trial to the detriment of other business needs," says
Michael R. Lastowski, Esq., at Duane Morris, LLP, in Wilmington,
Delaware.  "At the same time, the Twinscan Action would likely
consume a significant amount of time and energy of the Debtors'
management," he adds.

In early December, the Parties entered into good faith
negotiations to try to settle the Twinscan Action and provide for
the assumption of the License Agreement, which required ASML
Masktools' consent pursuant to Section 365(c) of the Bankruptcy
Code.  After much negotiation, the Parties agreed to the terms of
the Stipulation.

Under the Stipulation, the Debtors will grant ASML an allowed
claim for $5,700,000 in settlement of the Amended Claim, and will
allow the Scheduled Claim, which the Debtors do not dispute.  In
exchange, ASML will consent to the assumption of the License
Agreement, dismiss the Twinscan Action with prejudice, and agree
that there will be no additional claims by ASML against any of
the Debtors in the Chapter 11 Cases.  The stipulation also
contains mutual releases against the parties to the Claims and
the parties' affiliates, subsidiaries, shareholders, directors,
officers, employees, agents, attorneys, and their heirs, personal
representatives, successors and assigns, from any and all
liability from any claims, defenses, demands, liabilities and
obligations, damages, actions, causes of action, set-offs,
recoupments, costs and expenses relating to the Purchase Order or
the Twinscan.

The Stipulation will (i) result in a $35 million reduction in the
amount of the Amended Claim, (ii) ensure ASML's consent to assume
the License Agreement, (iii) eliminate the risks inherent in
litigation, (iv) permit the Debtors to focus their resources and
energies on their business operations, and (v) eliminate the need
for the Debtors to continue to spend significant sums to litigate
the Twinscan Action.

                        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: Has Settlement Resolving Three Claims
---------------------------------------------------
In separate motions, the Debtors ask the Court to approve their
agreements with three creditors regarding the allowance of each
of their claims:

                                                      Agreed
                               Claim   Agreed         Unsecured
Creditor                       No.     Admin. Claim   Claim
--------                       ----    ------------   ----------
ORIX Commercial Finance, LLC   1034     $71,505       $529,530
ICON Capital Corp.              269      89,813        268,987
General Electric Capital Corp. 1047     532,312     12,351,269

In separate filings, the Debtors delivered to the Court executed
copies of the stipulation resolving claims of the three
creditors, full-texts copies of which is available for free at:

       http://bankrupt.com/misc/Spansion_1047Stip.pdf
       http://bankrupt.com/misc/Spansion_ICONsett.pdf
       http://bankrupt.com/misc/Spansion_OrixStip.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)


SPANSION INC: Spansion Japan Opposes Panel Plea to Sue
------------------------------------------------------
The Official Committee of Unsecured Creditors in Spansion Inc.'s
cases seeks the U.S. Bankruptcy Court's authority to commence and
prosecute certain preference claims of the Debtors' estates
against Spansion Japan Limited.  The Committee relates that it has
conducted a detailed investigation of certain intercompany
transfers and determined that a significant portion of the
transfers are avoidable as preferential transfers under Section
547 of the Bankruptcy Code.

In response, Spansion Japan Limited asserts that the motion of the
Official Committee of Unsecured Creditors is a transparent attack
on the approval of, and attempted end around, the settlement among
the Debtors and Spansion Japan.  According to Spansion Japan, the
Committee must satisfy three requirements in order to obtain
derivative standing:

  (1) The Claims must be colorable and make sense from a cost-
      benefit standpoint;

  (2) The Debtors have abused their discretion in not bringing
      the claims or, in this case, in settling them; and

  (3) The grant of derivative standing is in the best interests
      of the Debtors' estates.

According to Spansion Japan, the Committee's proposed cure of
action is wasteful and seeks to derail months of hard fought
negotiations between the Debtors and Spansion Japan on the
compromise of a $415 million administrative expense that would
prevent the Debtors from continuing their path to plan
confirmation in February 2010, not to mention further complicate
Spansion Japan's efforts to reorganize in its Japanese insolvency
proceeding.  In addition, Spansion Japan notes, the relief the
Committee seeks is substantively and procedurally deficient.
Published decisions in the district court have uniformly held
that potential preferences cannot be used as a bar to an
administrative expense under Section 503(b) of the Bankruptcy
Code.

                  Debtors & GE Also Object

The Debtors assert that there is simply no justification for
granting the relief sought by the Committee at this time.
Contrary to the Committee's allegations, the Debtors maintain
that they did in fact assert the alleged preferential transfers
in defense of the administrative claims asserted by Spansion
Japan.  According to the Debtors, the purpose for which the
Committee wishes to pursue an action at this time is antithetical
to the settlement recently announced with Spansion Japan.  The
Debtors aver that the Committee's pursuit of preferential
transfers at this time would ultimately destroy material value
for the Debtors' estates achieved through that settlement.

For its part, GE Japan Corporation, as Administrative Agent,
Security Agent, and secured lender, contends that the Committee's
Motion is the Committee's attempt to "blue pencil" out of the
settlement between the Debtors and Spansion Japan the one
provision that the Committee finds most objectionable -- the
Debtors' $45 million payment to Spansion Japan in settlement of
asserted administrative claims in excess of $415,000,000.
According to GE Japan, the Committee may not use its Motion as an
effort to wage a surgical attack on the Settlement for two
reasons:

  (1) there are neither legal nor factual grounds for the
      Committee to usurp for itself the estate's potential
      preference actions against Spansion Japan; and

  (2) the Committee's Motion is an improper attempt to
      substitute the Committee's business judgment for that of
      the Debtors in entering into the Settlement Agreement and
      in determining when and how to assert potential estate
      claims.

                        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 Settlement Approved by Court
---------------------------------------------------------
Spansion Inc. obtained approval from the Bankruptcy Court of its
settlement with Spansion Japan.

The Settlement contemplates:

  (i) the continued purchase of wafers from Spansion Japan by
      Spansion LLC at a defined price, quantity and duration via
      the Foundry Agreement;

(ii) other definitive agreements to assist the parties to
      define their relationship as they both pursue a successful
      emergence from bankruptcy;

(iii) a settlement payment in lieu of the Spansion Japan
      Administrative Expense and in consideration of the various
      other benefits of the Settlement including in particular
      the License Agreement; and

(iv) the reservation of Spansion Japan's Rejection Damages
      Claim and plan confirmation challenges for the upcoming
      confirmation trial in the Debtors' chapter 11 cases.

The Official Committee of Unsecured Creditors objected, asserting
that that the Settlement waives valuable rights of the Debtors'
estates without full disclosure, falls far outside the range of
reasonableness and is grossly inequitable to the creditors of the
Debtors' estates.

GE Japan Corporation, as Administrative Agent, Security Agent,
and secured lender, for itself and on behalf of members of a
committee of secured creditors, tells the Court that while it
anticipates being able to consent to the Settlement, this consent
remains conditioned upon the occurrence of the conditions
precedent to the effectiveness of the Settlement, including:

  (a) approval by the Tokyo District Court of the Term Sheet and
      GE Term Sheet;

  (b) the completion of the Definitive Agreements in final form
      acceptable to GE; and

  (c) entry of an order approving the Settlement Motion in a
      form acceptable to GE.

In its order approving the Motion to Settle, Bankruptcy Judge
Kevin Carey held, among other things, that:

  * The Debtors are directed, upon the occurrence of the
    effective date of the Second Amended Plan of Reorganization,
    to fund the purchase of and cause Spansion Nihon to take all
    actions necessary to consummate the acquisition of the
    Kawasaki Business consistent with the Term Sheet and the
    Definitive Agreements.

  * If the Debtors fail to enter into the Definitive Agreements
    or cause Spansion Nihon to consummate the purchase of the
    Kawasaki Business consistent with the terms in the Term
    Sheet, then there will be no settlement of Spansion Japan's
    Administrative Expense.

  * Subject to confirmation of a plan of reorganization by the
    Debtors, the Debtors will pay to Spansion Japan $45,000,000,
    payable in this manner:

    -- $10,000,000 on March 31, 2010,
    -- $12,500,000 on June 30, 2010,
    -- $12,500,000 on September 30, 2010, and
    -- $10,000,000 on December 31, 2010.

    The Settlement Payment will be in consideration of, among
    other things, the settlement of Spansion Japan's
    Administrative Expense including as set forth in Spansion
    Japan's motion for entry of an order allowing certain claims
    as an administrative expense and directing payment.

  * All accounts payable and accounts receivable between
    Spansion Japan and Spansion LLC for any and all activities,
    including, but not limited to, foundry, distribution, and
    research and development, before October 27, 2009, will be
    considered settled as of October 27, 2009.

  * Spansion LLC, subject to confirmation of a plan of
    reorganization by the Debtors, will pay $5 million to
    Spansion Japan as consideration for the provision of
    certain technical information to the Debtors as provided in
    the Term Sheet.

  * Any amounts due between Spansion Japan and Spansion LLC for
    the period of October 27, 2009, through and including
    January 29,2010, are not resolved pursuant to the Order and
    will be resolved and netted in accordance with the various
    agreements between the parties and any net amount paid by
    the applicable party in accordance with the terms of the
    purchase orders governing the period.

  * With regard to the claims of Spansion LLC against Spansion
    Japan arising prior to February 9, 2009, Spansion LLC is
    authorized and directed to vote the claims in favor of
    Spansion Japan's plan of reorganization consistent with the
    Terms of the Order.

  * Notwithstanding anything to the contrary, (a) Spansion Japan
    will retain its rejection damage claims against Spansion LLC
    in respect of the rejection of the Second Amended Foundry
    Agreement or the rejection of any other executory contract
    or agreement between Spansion LLC and Spansion Japan;
    (b) Spansion LLC will retain all of its rights and defenses
    against the Rejection Damage Claims, including, but not
    limited to, (x) any liability that Spansion Japan may have
    to Spansion LLC under Chapter 5 of the Bankruptcy Code and
    (y) its right to argue that it is entitled to reduce the
    Rejection Damages Claims by up to $85 million on account of
    the Spansion LLC Prepetition Claims; and (c) Spansion Japan
    will retain all of its rights and defenses to oppose any '
    claim or defense to the Rejection Damage Claims.

  * As of the first date that both (a) the Tokyo Court will
    have approved the GE Term Sheet and (b) either (i) the order
    confirming the Debtors' Plan becomes a Final Order or (ii)
    the Effective Date of the Plan will have occurred, GE will
    withdraw all claims and pending pleadings or papers in the
    Debtors' Chapter 11 cases.

                       Rejection Damages

The Debtors ask the U.S. Bankruptcy Court for the District of
Delaware to lift the automatic stay to allow them to file and
proceed with an adversary proceeding against Spansion Japan
Limited to adjudicate any Chapter 5 causes of action against, and
determine the exposure of, Spansion Japan solely for the purposes
of offsetting or disallowing Spansion Japan's alleged rejection
damages.

On November 19, 2009, the Court entered its order granting the
motion of the debtors authorizing the rejection of second amended
and restated foundry agreement with Spansion Japan Limited.  The
Rejection Order required GE Japan Corporation and Spansion Japan
to file any claim for rejection damages "on or before the first
business day that is sixty calendar days after entry of" the
Rejection Order.

On January 15, 2010, Spansion Japan filed proof of claim number
1165 asserting damages of $761,238,570.

                        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)


SPECTRUM BRANDS: Russell Hobbs Merger Cues Moody's Rating Review
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Spectrum Brands on
review for possible upgrade following its recent announcement that
it had signed a definitive merger agreement with Russell Hobbs,
Inc.

"The review for possible upgrade reflects Moody's view that this
transaction will likely enhance the credit profile of Spectrum
Brands due to its increased size, broader product diversification
and additional profitability without incurring more debt," said
Kevin Cassidy, Senior Credit Officer at Moody's Investors Service.
The review for upgrade also reflects Moody's view that Spectrum's
financial leverage will decrease as the acquisition is expected to
be financed with stock.

Moody's review will focus on, 1) the long term strategy of the
company as it increases its product diversification, 2) the
expected operating and cost saving synergies, 3) the final
financing of the transaction, which is expected to be with all
stock and 4) the potential for an improved liquidity profile.

These ratings are placed under review:

* Corporate family rating at B3;

* Probability of default rating at B3;

* $1.3 billion senior secured term loan due June 2012 at B3 (LGD
  3, 49%);

* $218 senior subordinated notes due 2013 at Caa2 (LGD 6, 92%);
  and

* The LGD assessments are not on review, but are subject to
  change.

The last rating action was on October 6, 2009, when Moody's
assigned a B3 CFR and PDR with a stable outlook.

Headquartered in Atlanta, Georgia, Spectrum Brands, Inc., is a
global consumer products company with a diverse product portfolio
including consumer batteries, home and garden control products and
electric shaving and grooming.  Sales for the twelve months ended
December 31, 2009 approximated $2.3 billion.

Russell Hobbs, Inc., located in Miramar, Florida, markets and
distributes a wide range of small kitchen and home appliances
through mass merchandisers, specialty retailers and appliance
distributors.  Russell Hobb's brand portfolio includes Black &
Decker(R), George Foreman(R), Russell Hobbs(R), Toastmaster(R),
LitterMaid(R), and Farberware(R).  The company distributes
internationally with fifty percent of its sales outside the U.S.
Net sales for the year ended June 30, 2009, were approximately
$800 million.


SUMMIT-BRANTLEY: Has $1.2 Million in Liabilities
------------------------------------------------
Nicholas Beadle at jacksonsun.com says Summit-Brantley Building
Innovations has $811,000 in assets including $544,000 of machinery
and $1.2 million in liabilities.

The Company is facing $221,000 in secured claims, which $140,000
owed to Chuck Clark, $80,000 owed to First State Bank, and $1,000
owed to Tennessee Department of Labor and Workforce Development.

Summit-Brantley Building Innovations makes wall and flooring.  The
company filed for Chapter 11 bankruptcy in January 2010.


SYNUTRA INT'L: Reports $9.7-Million Net Loss for Q3
---------------------------------------------------
Synutra International, Inc., reported Tuesday financial results
for the Company's third quarter and nine months ended December 31,
2009.

For the third fiscal quarter, the Company reported a net loss
attributable to common shareholders of $9.7 million, or $0.18 per
fully diluted share, compared to a year-earlier net loss of
$49.3 million, or $0.91 per fully diluted share.  On a sequential
basis, net loss attributable to common shareholders in the latest
quarter decreased from $14.0 million, or $0.26 per fully diluted
share, in the quarter ended September 30, 2009.

Revenues for the third fiscal quarter ended December 31, 2009,
reached $96.80 million, an increase of over 400% from
$17.7 million in the year-ago third quarter.  The increase is
primarily due to the absence of the Company's U-Smart product
series in the year-ago third quarter after the Chinese government
found that eight lots of Synutra's U-Smart series of formula
products along with certain products of 21 other manufacturers had
been contaminated with melamine in September 2008. nbSince the
product recall, the Company has been steadily regaining the lost
market share from the incident through a series of strategic
initiatives, including new marketing and sales programs, sales of
its premium line of Super series infant formula products, which
accounts for the majority of segment sales, and sales of surplus
milk powder to industrial customers.

On a sequential basis, revenues in the third quarter increased
48.2% from $65.3 million in the second quarter ended September 30,
2009.  The increase was primarily due to continued gains in sales
of Synutra's powdered formula products and sales of surplus milk
powder to industrial customers.  According to data released by the
Ministry of Commerce's Commercial Information Center (CIC), the
Company's market share has stabilized at approximately 7.0% for
the fiscal quarter ended December 31, 2009, representing a
significant increase from the 3.4% as reported in October 2008,
the month immediately following the melamine contamination
incident.

The Company's powdered formula segment recorded a gross margin of
$16.7 million, or 41.6% from net sales of $40.1 million, which was
offset by a gross loss of $3.8 million on other sales of
$56.5 million.  Other sales of $56.5 million mainly included
revenue from industrial surplus milk powder of $53.4 million for
the fiscal quarter ended December 31, 2009.

The Company's powdered formula segment reported a gross loss of
$11.4 million for the same period in the previous year.  The
improvement in gross profit was primarily due to the recovery of
sales after the melamine incident.

The Company generated a gross profit of $12.6 million during the
third fiscal quarter compared to a loss of $9.8 million in the
year-ago quarter.

Liang Zhang, Chairman and CEO of Synutra, commented, "The
quarterly gains in revenues and market share are clear signs of
the success of our recovery efforts.  During the past quarter, we
focused on streamlining management tools and systems to ensure
efficiency and transparency.  As a result, we have been able to
optimize our inventory levels both on the production side and in
the distribution channels.  We also redeployed significant
resources to support increased promotional activities to our
consumers and beyond the distribution channels, by our field
promoters in the communities and our nutrition education
professionals at the medical and healthcare facilities.  With the
direct impact of the 2008 melamine incident behind us, sales of
our industrial surplus milk powder abating as our inventory levels
are restored to reasonable levels, and with the success of the
comprehensive recovery effort and new sales initiatives, I have
reason to believe that we will be on track for growth and
profitability in the near future and we continue to strive to
regain our leadership position in the market in the months ahead."

                       Nine Months Results

Revenues for the nine months ended December 31, 2009, decreased by
12.7% to $209.5 million from $239.8 million in year-ago period.
The Company's gross profits for the nine month period ended
December 31, 2009, increased by 46.2% to $44.5 million from
$30.4 million for the same period in the previous year.

For the nine month period, the Company reported a net loss of
$33.7 million, or $0.62 per diluted share, compared to a net loss
of $83.4 million, or $1.54 per diluted share, for the same period
in the previous year.  The decrease in the Company's nine-month
revenues was a result of the lingering impact of the product
recall carried out in late 2008 as well as a greater proportion of
rebates to distributors and the additional product discounts
provided to distributors beginning August 2009 as compensation for
certain product promotion activities that were previously handled
by the Company.

                            Cash Flows

As of Dec. 31, 2009, Synutra held $56.5 million in cash and
equivalents, as compared to $37.7 million at March 31, 2009, and
$55.7 million at December 31, 2008.

Net cash used in operating activities was $29.2 million for the
nine months ended December 31, 2009, as compared to net cash used
in operating activities of $66.6 million for the same period in
the previous year.  Net cash used in operating activities for the
nine months ended December 31, 2009, was mainly due to net loss of
$33.9 million, non-cash items not affecting cash flows of
$12.9 million and a $8.2 million increase in working capital.  The
changes in working capital for the nine months ended December 31,
2009, were primarily related to $50.3 million decrease in
inventories due to sales of surplus industrial milk powder, and
$54.6 million decrease in accounts payable due to the settlement
of certain accumulated extended liabilities.  In the nine months
ended December 31, 2009, the Company spent $184.0 million in
purchasing raw materials and other production materials,
$28.2 million in staff compensation and social welfare,
$17.6 million in other taxes, $69.7 million in selling and
distribution, advertising and promotion, and general and
administrative expenses, and received $279.4 million from our
customers.

Net cash provided by investing activities was $31.5 million for
the nine months ended December 31, 2009, as compared to net cash
used in investing activities of $76.9 million for the same period
in the previous year.  Cash invested in purchases of property,
plant and equipment was $8.2 million and $38.4 million for the
nine months ended December 31, 2009, and 2008, respectively.
Restricted cash decreased by $21.0 million for the nine months
ended December 31, 2009, due to the release of cash deposit
pledged for certain short-term loans which were repaid during the
period, as compared to an increase of $30.9 million for the same
period in the previous year.  Restricted cash represents cash
deposited with banks as security against the issuance of bank
notes, letters of credit for the import of raw materials and as
pledges for certain short-term borrowings.  Proceeds from assets
disposal were $20.2 million and represent the first and second
installments of consideration paid by Wondersun to acquire
Baoquanling and Cow Breeding's assets.

Net cash provided by financing activities was $16.4 million for
the nine months ended December 31, 2009, as compared to
$100.0 million for the same period in the previous year. Cash
provided by financing activities during the nine months ended
December 31, 2009, was primarily related to $313.4 million
short-term loans from domestic banks in China and related parties,
$17.6 million long-term loans from domestic banks in China, offset
by $314.5 million repayment of short-term loans to domestic banks
in China.

                               Debt

As of December 31, 2009, the Company had short-term loans
outstanding of $224.0 million.  As of February 9, 2010, all
outstanding short-term loans from lacal banks that have become due
have been repaid.  The weighted average interest rate on short-
term loans from PRC banks outstanding at December 31, 2009, was
3.7% and 4.1%.

As of December 31, 2009, the Company had long-term loans which are
unsecured debt, from PRC banks in the amount of $26.4 million.
The maturity dates of the long-term loans are from March 2011 to
June 2012.  The weighted average interest rate of outstanding
long-term loans was 5.2%.

                          Balance Sheet

At December 31, 2009, the Company had total assets of
$398.3 million, total liabilities of $354.5 million, and total
stockholders' equity of $43.8 million.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $250.5 million in total
current assets available to pay $316.6 million in total current
liabilities.

A full-text copy of the Company's quarterly report on Form 10-Q is
available for free at http://researcharchives.com/t/s?5247

                       Going Concern Doubt

Following the government announcement in mid September 2008 that
formula products of the Company and 21 other manufacturers had
been contaminated with melamine, the Company conducted a
compulsory recall of certain lots of U-Smart products and a
voluntary recall of all other products produced before
September 16, 2008, at the same facilities, where the Company
believed the contaminated milk supplies originated.  As a direct
result of the incident, the Company has experienced significant
operating losses and negative cash flows from operations for the
fiscal year ended March 31, 2009, and the nine months ended
December 31, 2009, and, as of December 31, 2009, had a working
capital deficit of approximately $66.2 million caused primarily by
the subsequent loss of sales following the product recall.

"The occurrence of these economic events, the ensuing operating
losses and the negative cash flows raise substantial doubt as to
the Company's ability to continue as a going concern."

                   About Synutra International

Rockville, Md.-based Synutra International Inc. (Nasdaq: SYUT)
-- http://www.synutra.com/-- is a US incorporated infant formula
company in China.  It principally produces, markets and sells its
products under the "Shengyuan," or "Synutra," name, together with
other complementary brands.  It focuses on selling premium infant
formula products, which are supplemented by more affordable infant
formulas targeting the mass market as well as other nutritional
products and ingredients.  It sells its products through an
extensive, nationwide sales and distribution network covering 30
provinces and provincial-level municipalities in China.  As of
December 31, 2009, this network comprised over 540 distributors
and over 1000 sub-distributors who sell Synutra products in over
67,000 retail outlets.


TEKOIL & GAS: Files Amended Disclosure Statement & Plan
-------------------------------------------------------
Tekoil & Gas Corporation and Tekoil and Gas Gulf Coast, LLC filed
with the U.S. Bankruptcy Court for the Southern District of Texas
an amended Disclosure Statement in relation to their amended Plan
of Reorganization.

According to the amended Disclosure Statement, the Plan holders of
Class 6A - General Unsecured Claims against Tekoil($42,048,876)
and Class 6B - General Unsecured Claims against Gulf Coast
($33,824,809) will receive from the Creditor Trust in full
satisfaction, release and discharge of and in exchange for the
Claim, a Pro Rata share of the distributions available for Class 6
Creditors from the Creditor Trust.

As reported in the Troubled Company Reporter on December 8, 2009,
the General Unsecured Claims against Gulf Coast amounted to
$33,851,979.

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


A full-text copy of the Plan of Reorganization is available for
free at http://bankrupt.com/misc/TekOIl&Gas_AmendedPlan.pdf

Based in Houston, Tekoil & Gas Corporation and its subsidiaries
-- http://www.tekoil.com/-- own interests in four oil and gas
properties, including the Trinity Bay, Redfish Reef, Fishers Reef,
and North Point Bolivar fields located in Galveston Bay, Texas.
The company was incorporated in Florida in 2004.  Edward L.
Rothberg, Esq., at Weycer Kaplan Pulaski & Zuber, Nancy Lee
Ribaudo, Esq., and Patrick J. Neligan, Jr., Esq., at Neligan Foley
LLP, represent the Debtors as counsel.  David Ronald Jones, Esq.,
John F. Higgins, Esq., and Joshua Nielson Eppich, Esq., at Porter
& Hedges, LLP, represent the Official Committee of Unsecured
Creditors of Tekoil & Gas Corp. as counsel.  When Tekoil & Gas
Corp. filed for protection from its creditors, it listed assets of
$10 million to $50 million, and liabilities of $10 million to
$50 million.

Based in Spring, Texas, Tekoil and Gas Gulf Coast, LLC is an
acquisition subsidiary of Tekoil & Gas Corp.  Tekoil & Gas
Corporation filed for Chapter 11 protection on June 10, 2008
(Bankr. S.D. Tex. Case No. 08-80270).  Tekoil and Gas Gulf Coast
filed a separate petition for Chapter 11 relief on Aug. 29, 2008
(Bankr. S.D. Tex. Case No. 08-80405).  Nancy Lee Ribaudo, Esq.,
and Patrick J. Neligan, Jr. at Neligan Foley LLP, represent Tekoil
and Gas Gulf Coast as counsel.

On October 1, 2008, the Court ordered the joint administration of
the Debtors' bankruptcy cases.


THREE-FIVE SYSTEMS: February 9 Distributions Delayed
----------------------------------------------------
Three-Five Systems, Inc. disclosed that the final liquidating
distribution to certain of its stockholders that was scheduled to
occur February 9, 2010 has been delayed in order to allow the
Depository Trust Company additional time it requires to prepare
for the final payment.  While final confirmation from DTC has not
yet been received, the Company anticipates the distribution to be
concluded by February 19, 2010.

The distribution will be made in accordance with the terms of the
Amended Joint Plan of Reorganization the Company that was
confirmed by the United States Bankruptcy Court on August 30,
2006.  The Company announced the final liquidating distribution on
December 29, 2009.  Except for the payment date, there have been
no changes in the terms or conditions associated with the
distribution, including the amount payable to stockholders.

                     About Three-Five Systems

The Company previously conducted the business of providing
specialized electronics manufacturing services to original
equipment manufacturers (OEMs).  The Company has ceased conducting
business operations.  Its only activities consist of liquidating
its assets and preparing for dissolution pursuant to the Plan.
"Three-Five Systems" and "TFS-DI" are trademarks of the Company.
All other trademarks used herein are the property of their
respective owners.


TIMOTHY SCHWARTZ: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Timothy L. Schwartz filed with the U.S. Bankruptcy Court for the
Northern District of Illinois its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                  $880,000
  B. Personal Property           $28,829,122
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $31,318,504
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $195,000
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $774,098
                                 -----------      -----------
        TOTAL                    $29,709,122      $32,287,602

Algonquin, Illinois-based Timothy L. Schwartz filed for Chapter 11
bankruptcy protection on January 4, 2010 (Bankr. N.D. Ill. Case
No. 10-70004).  Mr. Scwartz's affiliates, Boulevard Shoppes, LLC;
Naples Sunshine, LLC; and Oakridge Development Co., also
filed separate bankruptcy petitions last year.  James E. Stevens,
Esq., at Barrick, Switzer, Long, Balsley & Van Ev, assists Mr.
Scwartz in his restructuring effort.  Mr. Schwartz listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


TLC VISION: Wants to Obtain $25MM Junior Secured Financing
----------------------------------------------------------
TLC Vision (USA) Corp., et al., ask the U.S. Bankruptcy Court for
the District of Delaware for authority to:

   -- obtain $10 million, in the interim, and $25 million, in the
      final basis, of postpetition secured financing, junior in
      priority to the prepetition secured claims and to the
      adequate protection claims and liens granted to the
      prepetition lenders, and with administrative priority
      pursuant to that certain junior secured superpriority
      debtor-in-possession credit agreement dated as of
      February 3, 2010, with Charlesbank Equity Fund VII, Limited
      Partnership, as collateral and administrative agent, for the
      DIP lenders;

   -- use cash collateral of prepetition lenders; and

   -- grant adequate protection to Wells Fargo Bank, N.A., as
      collateral and administrative agent for the prepetition
      lenders; and grant the DIP secured parties liens and
      superpriority claims.

The Debtors need the money to pay their current and ongoing
operating expenses.

As of the petition date, the Debtors were indebted under the
prepetition credit documents in an amount of $107 million.

The material terms of the DIP Credit Agreement are:

Commitment:              A multiple draw junior term loan facility
                         in an amount not to exceed $25 million.

Borrowing availability:  Initial advance: $10 million
                         Subsequent draws: $1 to 15 million

Term:                    The DIP facility will mature on the
                         earliest of: (i) 35 days after the date
                         of the entry of the interim order, or
                         (ii) May 20, 2010, unless extended, or
                         (iii) the occurrence of a termination
                         event.

Fees:                    (a) an exit fee equal to 4% of the
                         maximum pricipal amount of the DIP
                         facility, fully earned and payable on the
                         maturity date; and (b) a commitment fee
                         equal to 2% of the maximum principal
                         amount of the DIP facility, fully earned
                         and payable on the closing date.

Interest Rate:           A rate per annum equal to 1 month LIBOR
                         Rate plus 10% due and payable in cash
                         arrears, on (a) the last day of each
                         month and (b) the maturity date.

Default Interest Rate:   The rate otherwise in effect plus 2%.

Event of Default:        Customary

The Debtors will use the cash collateral to provide additional
necessary capital with with to operate their business, pay
employees, maximize value and pursue sale process.

The prepetition lenders consented to the Debtors' use of cash
collateral.  As adequate protection for any diminution in value of
the lenders' collateral, the Debtors will continue to grant the
prepetition lenders additional and replacement security interest
and liens in the collateral.  The prepetition replacement liens
will have the same priority as the liens securing the prepetition
obligations, and DIP facility, and junior to the carve out.  In
addition allowed superpriority administrative claim will be
granted to the prepetition lenders.

                         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.


TRAVELPORT LLC: Shelves Discounted Offer for Floating Rate Notes
----------------------------------------------------------------
Travelport LLC has terminated its previously announced cash tender
offer for:

     -- its Senior Euro Floating Rate Notes due 2014;
     -- its Senior Dollar Floating Rate Notes due 2014;
     -- its 10-7/8% Senior Subordinated Euro Notes due 2016; and
     -- its 9-7/8% Senior Dollar Notes due 2014.

Any Notes that have been tendered will be promptly returned to
holders.

The tender offer was made pursuant to the Offer to Purchase and
the related Letter of Transmittal, dated January 20, 2010, as
amended.

The Company terminated the tender offer because it has determined
the IPO Condition -- as defined in the Offer to Purchase -- will
not be satisfied.

On February 10, 2010, Travelport announced that at this time,
following a review of market conditions, it has decided against
proceeding with an initial public offering of shares and listing
on the London Stock Exchange.

The Company's cash tender offer with respect to its 11-7/8% Senior
Subordinated Dollar Notes due 2016 was previously terminated on
February 3, 2010.

The discounted tender offer was reported by the Troubled Company
Reporter on January 21, 2010.  According to the report, Travelport
commenced a cash tender offer for an aggregate principal amount of
various notes, such that the maximum aggregate consideration for
the Notes to be purchased in the tender offer, excluding accrued
and unpaid interest, would be $350,000,000:

    * its Senior Euro Floating Rate Notes due 2014;
    * its Senior Dollar Floating Rate Notes due 2014;
    * its 10-7/8% Senior Subordinated Euro Notes due 2016;
    * its 9-7/8% Senior Dollar Notes due 2014; and
    * its 11 7/8% Senior Subordinated Dollar Notes due 2016.

The terms and conditions of the tender offer are:

                Aggregate
                Principal        Late Tender     Early    Total
   Title of     Amount           Offer           Tender   Tender
Offer
   Security     Outstanding      Consideration   Premium
Consideration
   --------     -----------      -------------   -------  --------
-----
   Sr Euro
   Floating
   Rate Notes
   due 2014     EUR171,600,000      EUR965        EUR20
EUR985

   Sr. Dollar
   Floating
   Rate Notes
   due 2014       $144,000,000        $965          $20
$985

   10-7/8%
   Senior
   Subordinated
   Euro Notes
   due 2016    EUR141,800,000     EUR1,050        EUR20
EUR1,070

   9-7/8%
   Sr. Dollar
   Notes
   due 2014      $443,000,000       $1,055          $20
$1,075

   11-7/8%
   Senior
   Subordinated
   Dollar Notes
   due 2016      $247,300,000       $1,080          $20
$1,100

                         About Travelport

Travelport Limited -- http://www.travelport.com/-- the indirect
parent company of Travelport LLC, and guarantor on an unsecured
basis of the Notes, provides critical transaction processing
solutions, offering broad based business services to companies
operating in the global travel industry.  Travelport Limited is
comprised of the global distribution system business that includes
the Worldspan and Galileo brands; GTA, a global, multi-channel
provider of hotel and ground services; Airline IT Solutions, which
hosts mission critical applications and provides business and data
analysis solutions for major airlines.  With 2008 revenues of $2.5
billion, Travelport Limited operates in 160 countries and has
approximately 5,300 employees.  Travelport Limited also owns
approximately 48% of Orbitz Worldwide (OWW), a global online
travel company. Travelport Limited is a private company owned by
affiliates of The Blackstone Group, One Equity Partners,
Technology Crossover Ventures and Travelport management.

                           *     *     *

As reported by the Troubled Company Reporter on January 21, 2010,
Moody's Investors Service placed Travelport's B2 Corporate Family
Rating, and all debt instrument ratings, under review for possible
upgrade.  The TCR also said Standard & Poor's Ratings Services
placed its 'B-' long-term corporate credit ratings on Travelport
and its indirect parent Travelport Holdings Ltd., on CreditWatch
with positive implications.  S&P also placed all the debt ratings
on CreditWatch with positive implications.


TRIBUNE CO: Aurelius Contests Sealing of Creditors' Suit
--------------------------------------------------------
Law360 reports that Aurelius Capital Management LP is attacking an
attempt by Tribune Co.'s unsecured creditors committee to keep
under wraps its complaint against various banks over their role in
a 2007 leveraged buyout that left the news giant stuck with more
than $10 billion in debt.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRUMP ENTERTAINMENT: February 19 Set as Plan Objection Deadline
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
established 2:00 p.m. (prevailing Eastern Time) on February 19,
2010, as the deadline to file objections to confirmation of the
Plans proposed by Trump Entertainment Resorts, Inc., et al., and
the Ad Hoc Committee of Holders of 8.5% Senior Secured Notes; and
Beal Bank and Icahn Partners.

A hearing to consider confirmation of the Plans is scheduled for
February 23, 2010, at 9:00 a.m. (prevailing Eastern Time.)

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


VALENCE TECHNOLOGY: Dec. 31 Balance Sheet Upside-Down by $76MM
--------------------------------------------------------------
Valence Technology Inc. reported financial results for its fiscal
2010 third quarter and nine months ended Dec. 31, 2009 and
commented on business developments.

The Company reported $23.42 million in total assets,
$29.14 million total liabilities, $26.65 million long-term
interest payable to stockholder, $34.85 million long-term debt to
stockholder net of debt discount and $136,000 other long-term
liabilities resulting to a $75.97 million stockholders' deficit,
as of Dec. 31, 2009.

The Company incurred $5.58 million net loss on $4.11 million total
revenue for the three months ended Dec. 31, 2009, compared with
$5.15 million net loss on $4.68 million in total revenues for the
same period a year ago.

"We had a very active third quarter as we signed supply agreements
with Tennant Company and EVI, received new orders from Smith
Electric U.S., expanded our efforts in the Marine markets, and saw
additional government  incentives granted in the U.K. which will
benefit our customers," said Robert L. Kanode, president and CEO
of Valence Technology, Inc.  "The industry opportunities are
expanding beyond the motive markets and we look forward to
becoming a preferred supplier for various types of applications
over time.  We will continue to pursue the best opportunities to
grow our business."

Nine month revenues declined compared to the same period last year
primarily due to a reduction in sales to Smith Electric Vehicles
U.K, a division of The Tanfield Group and to Segway Inc.  Gross
margin increased to 13% mainly due to a shift in sales to higher
gross margin products.

Also, the nine-month period ended Dec. 31, 2008, included
inventory adjustments, which increased cost of sales and reduced
gross margin by $2.2 million related to the discontinuance of the
N-Charge product line.  There were no N-Charge related charges to
cost of sales in the fiscal nine month 2010 period.  Operating
expenses increased by $1.7 million due to increased litigation
costs and additional stock based compensation expense.

A full-text copy of the company's financial results is available
for free at http://ResearchArchives.com/t/s?51fa

                       Going Concern Doubt

The Company has incurred operating losses each year since its
inception in 1989 and had an accumulated deficit of $570.1 million
as of September 30, 2009.  For the three and six month periods
ended September 30, 2009, the Company sustained net losses
available to common stockholders of $6.2 and $12.4 million,
respectively.  For the three and six month periods ended
September 30, 2008, the Company sustained net losses available to
common stockholders of $6.2 and $11.8 million, respectively.  The
Company believes these factors, among others, raise substantial
doubt about its ability to continue as a going concern.

                     About Valence Technology

Based in Austin, Texas, Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- develops, manufactures and sells high-
energy power systems utilizing its proprietary phosphate=based
lithium-ion technology for diverse applications, with special
emphasis on portable appliances and future generations of hybird
and electric vehicles.


VALASSIS COMMS: To Hold Investor Conference Call Today
------------------------------------------------------
Valassis will hold an investor conference call on Friday, Feb. 12,
2010 at 11 a.m. (ET) to discuss the recent News America Marketing
lawsuit settlement.  The call-in number is (877) 941-8610 (please
reference conference #4226910).  The call will be simulcast on our
Web site at http://www.valassis.comand a telephonic replay of the
call will be available through Feb. 22 at (800) 406-7325, pass
code 4226910. The webcast will be archived on our Web site under
"Investor."

                         About Valassis

Valassis is one of the nation's leading media and marketing
services companies, offering unparalleled reach and scale to more
than 15,000 advertisers.  Its RedPlum media portfolio delivers
value on a weekly basis to over 100 million shoppers across a
multi-media platform - in-home, in-store and in-motion.  Through
its interactive offering - redplum.com - consumers will find
compelling national and local deals online.  Headquartered in
Livonia, Michigan with approximately 7,000 associates in 28 states
and eight countries, Valassis is widely recognized for its
associate and corporate citizenship programs, including its
America's Looking for Its Missing Children(R) program.  Valassis
companies include Valassis Direct Mail, Inc., Valassis Canada,
Promotion Watch, Valassis Relationship Marketing Systems, LLC and
NCH Marketing Services, Inc.

As reported by the TCR on Feb. 3, 2010, Standard & Poor's Ratings
Services placed its 'B+' corporate credit rating for Livonia,
Michigan-based Valassis Communications Inc., along with all
associated issue-level ratings, on CreditWatch with positive
implications.


VAN HUNTER: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Van Hunter Development, Ltd, filed with the U.S. Bankruptcy Court
for the Eastern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $16,355,000
  B. Personal Property               $23,784
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $15,121,735
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $71,434
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $101,198
                                 -----------      -----------
        TOTAL                    $16,378,784      $15,294,367

Dallas, Texas-based Van Hunter Development, Ltd, filed for Chapter
11 bankruptcy protection on January 4, 2010 (Bankr. E.D. Texas
Case No. 10-40052).  Larry A. Levick, Esq., at Singer & Levick,
P.C., assists the Company in its restructuring effort.  The
Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


VAUGHAN FOODDS: Won't Appeal NASDAQ Notice of Bid Price Deficiency
------------------------------------------------------------------
As previously reported, on September 15, 2009, Vaughan Foods, Inc.
received notice from the NASDAQ Listing Qualifications Department
that its common stock has failed to maintain a minimum bid price
of US$1.00 per share over a period of 30 consecutive trading days,
as required by NASDAQ Listing Rule 5550(a)(2).  In accordance with
Listing Rule 5810(c)(3)(A), the Company has been provided with a
grace period of 180 calendar days, or until March 15, 2010, to
regain compliance with this requirement.  To regain compliance,
the Company's common stock must achieve a closing bid price of at
least US$1.00 for a minimum of ten consecutive trading days.

Management does not expect that its common stock will achieve the
required threshold for continued listing by March 15, 2010 and,
accordingly, management does not intend to appeal NASDAQ's
expected action to delist the Company's stock since it believes
its efforts are better directed towards improving the Company's
performance and executing its business plan.  Accordingly,
management has initiated contact with NASDAQ to effect an orderly
transition of trading to the OTC Bulletin Board prior to the de-
listing event.

                         About Vaughan Foods

Vaughan Foods is an integrated manufacturer and distributor of
value-added, refrigerated foods.


VITESSE SEMICONDUCTOR: Inks Resignation and Separation Agreement
----------------------------------------------------------------
Michael B. Green, vice president, general counsel and secretary of
Vitesse Semiconductor Corporation, entered into a Resignation and
Separation Agreement and General Release of Claims with the
company.

Under the terms of the Resignation Agreement the Company agreed to
pay Mr. Green

   * six months and three weeks of severance pay in the amount of
     $122,692;

   * an additional $15,000; and

   * full COBRA premiums for Mr. Green and his eligible dependents
     for up to twelve months for coverage under the same benefit
     option in which he and his eligible dependents were enrolled
     as of the day before his termination date and Mr. Green
     agreed to:

     -- cooperate with and assist the Company with respect to any
        pending or future litigation, disputed claims or other
        matters, including without limitation, by truthfully
        testifying, as may be reasonably requested from time to
        time by the Company; and

     -- release all claim against the Company, including all
        claims with respect to stock options and restricted stock
        options previously granted to him.

The Resignation Agreement contains other standard terms and
conditions, including a seven-day period in which Mr. Green has
the right to revoke the Resignation Agreement.

                   About Vitesse Semiconductor

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of high-performance,
cost-competitive semiconductor solutions for Carrier and
Enterprise networks worldwide.  Engineering excellence and
dedicated customer service distinguish Vitesse as an industry
leader in Gigabit Ethernet, Ethernet-over-SONET, Optical
Transport, and other applications.

Vitesse had total assets of $107,636,000 against total debts of
$160,101,000 as of June 30, 2009.

Vitesse entered into debt restructuring agreements in October 2009
with its major creditors, which allow the Company to satisfy its
creditors by converting most of its debt into new common stock,
preferred stock and new convertible debentures.  Vitesse is
seeking stockholder approval to increase the number of authorized
shares of the Company's common stock from 500,000,000 to
5,000,000,000 in conjunction with the debt restructuring
agreements.  The Company has warned if stockholders do not approve
the proposal to authorize the Company to issue more shares by
February 15, 2010, it will face a 1.0% per month interest charge
on the New Debentures (at a cost of about $500,000 per month)
beginning on February 16, 2010 and continuing until the increase
in the authorized shares is approved.  In addition, the holders of
the New Debentures will have the right to demand repayment of the
principal amount of the debt, plus potentially certain make-whole
interest payments representing interest that would have been
earned if the bonds had not been converted early.  The Company
could potentially be forced to file for protection from creditors
under Chapter 11 of the U.S. Bankruptcy Code.


VITESSE SEMICONDUCTOR: Losses Shrink to $33.86MM in 4th Quarter
---------------------------------------------------------------
Vitesse Semiconductor Corporation reported $87.63 million in total
assets and $130.12 million in total liabilities resulting to a
$43.6 million stockholders' deficit, as of Dec. 31, 2009.

The Company incurred $33.86 million net loss on $41.65 million of
revenues for the three months ended Dec. 31, 2009, compared with a
$189.95 million net loss on $49.81 million of revenues for the
same period a year earlier.

In the three months ended Dec. 31, 2008, the company's operating
activities provided $5.7 million in cash.  The company's net loss
of $190.0 million for the three months ended Dec. 31, 2008,
included non-cash charges of $1.1 million of depreciation,
$0.8 million of stock-based compensation, and $191.4 million of
goodwill impairment offset by the gain on the sale of the Colorado
building for $2.9 million.

Accounts receivable, net of allowance for sales return, increased
$1.5 million from $11.4 million at September 30, 2009, to
$12.8 million at December 31, 2009.  The increase is primarily due
to higher sales from new direct customers, the company related.

Inventories increased $0.6 million from $18.8 million at
September 30, 2009, to $19.4 million at December 31, 2009, as the
company's channel partners and distributors took action to reduce
their inventory in response to weaker demand.

The Company was able to respond quickly to the change in demand,
reducing orders to its suppliers.  As a result of the increase in
inventory, accounts payable slightly increased from $14.2 million
to $14.4 million due to more orders placed with of its top
suppliers.

A full-text copy of the Company's quarterly report on Form 10-Q is
available for free at http://ResearchArchives.com/t/s?5222

                   About Vitesse Semiconductor

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of high-performance,
cost-competitive semiconductor solutions for Carrier and
Enterprise networks worldwide.  Engineering excellence and
dedicated customer service distinguish Vitesse as an industry
leader in Gigabit Ethernet, Ethernet-over-SONET, Optical
Transport, and other applications.

Vitesse had total assets of $107,636,000 against total debts of
$160,101,000 as of June 30, 2009.

Vitesse entered into debt restructuring agreements in October 2009
with its major creditors, which allow the Company to satisfy its
creditors by converting most of its debt into new common stock,
preferred stock and new convertible debentures.  Vitesse is
seeking stockholder approval to increase the number of authorized
shares of the Company's common stock from 500,000,000 to
5,000,000,000 in conjunction with the debt restructuring
agreements.  The Company has warned if stockholders do not approve
the proposal to authorize the Company to issue more shares by
February 15, 2010, it will face a 1.0% per month interest charge
on the New Debentures (at a cost of about $500,000 per month)
beginning on February 16, 2010 and continuing until the increase
in the authorized shares is approved.  In addition, the holders of
the New Debentures will have the right to demand repayment of the
principal amount of the debt, plus potentially certain make-whole
interest payments representing interest that would have been
earned if the bonds had not been converted early.  The Company
could potentially be forced to file for protection from creditors
under Chapter 11 of the U.S. Bankruptcy Code.


WALTER DIAL: Files Schedules of Assets and Liabilities
------------------------------------------------------
Walter David Dial, III, and Lorina Jewelene Dial filed with the
U.S. Bankruptcy Court for the Western District of Arkansas a
summary of their schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $7,600,000
  B. Personal Property            $2,285,236
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $4,541,278
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,824,176
                                 -----------      -----------
        TOTAL                     $9,885,236       $6,365,454

Rogers, Arkansas-based Walter David Dial, III, and Lorina Jewelene
Dial filed for Chapter 11 bankruptcy protection on January 4, 2010
(Bankr. W.D. Ark. Case No. 10-70009).  David G. Nixon, Esq., at
the Nixon Law Firm, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in liabilities.


WHITEMARK HOMES: Retains New Auditors
-------------------------------------
Whitemark Homes, Inc. is retaining new auditors.  This will allow
the Company to complete the audit for the fiscal 2008 and 2009
years end and once again become current in its filings to the SEC.

In the January 29, the company announced that it has signed a
letter of intent to acquire Ribbon Naturals Corp., a dynamic early
stage nutraceutical company located in Tampa Bay, Florida.


WINN-DIXIE: To Distribute Shares Currently Held in Reserve
----------------------------------------------------------
Winn-Dixie Stores, Inc. expects to distribute approximately
6.5 million shares, which are currently held in reserve to settle
outstanding unsecured pre-petition bankruptcy claims.  The
distribution is based on the Company's determination that its
bankruptcy share reserve contains more shares than will be
necessary to resolve the remaining unsecured pre-petition claims
against the Company.  The Company will not receive any proceeds
from this distribution and there will be no impact on the
Company's financial statements.  Because the shares to be
distributed have been included in the Company's shares outstanding
for purposes of calculating earnings per share (EPS) since
emergence from Chapter 11, the distribution will not impact the
Company's reported EPS.

Winn-Dixie emerged from Chapter 11 protection on November 21, 2006
under a Plan of Reorganization (POR) that provided, among other
things, for a total of 10.3 million of the Company's shares to be
held in reserve to satisfy remaining unsecured pre-petition
claims. Under the POR, once the Company determines that it has
excess shares held in reserve, it must distribute them on a pro-
rata basis to bankruptcy claimants with allowed claims, based on
the number of shares they received pursuant to the POR.

The 6.5 million shares would be distributed to persons previously
holding allowed claims, such as noteholders, landlords, vendors or
suppliers, retirement plan participants and other unsecured
creditors.  The distribution is expected to be made in the fourth
quarter of fiscal 2010, which is the period from April 1, 2010 to
June 30, 2010.  The exact timing and number of shares to be
distributed will be subject to final calculation by the Company
and bankruptcy court approval.

                         About Winn-Dixie

Winn-Dixie Stores, Inc., is one of the nation's largest food
retailers. Founded in 1925, the Company is headquartered in
Jacksonville, FL.  The Company currently operates 515 retail
grocery locations, including more than 400 in-store pharmacies, in
Florida, Alabama, Louisiana, Georgia, and Mississippi.


WOLVERINE TUBE: Stockholders Reelect Board Members
--------------------------------------------------
Wolverine Tube Inc.'s stockholders voted to reelect all members of
the Board of Directors to serve for a term expiring at the next
annual meeting of stockholders, including Steven S. Elbaum, K.
Mitchell Posner, John L. Duncan, William F. Evans, David M.
Gilchrist, Keith A. Carter and Alan Kestenbaum at its annual
meeting of stockholders.

Brett Young, who had served as a member of the Board since
February 2007 as a designee of Plainfield Asset Management LLC
pursuant to Plainfield's right to designate certain members to the
Board under a previously disclosed 2007 definitive investment
agreement with the Company, resigned, and was replaced by Mr.
Carter as a Plainfield designated director of the Board.

Mr. Carter currently serves as Senior Vice President of Plainfield
Asset Management, LLC.  Prior to joining Plainfield in 2006, Mr.
Carter was Vice President of Briscoe Capital Management, LLC, the
investment sub-advisor to the Fairfield Briscoe Senior Capital
Fund, a hedge fund affiliated with the Fairfield Greenwich Group,
focused on non-investment grade leveraged loans to companies owned
by financial sponsors.  From 2001 to 2005, Mr. Carter was an
Associate at Heartland Industrial Partners, a private equity fund
in Greenwich, CT specializing in industrial investments.

                       About Wolverine Tube

Wolverine Tube, Inc. is a global manufacturer and distributor of
copper and copper alloy tube, fabricated products, and metal
joining products.  The Company currently operates seven facilities
in the United States, Mexico, China, and Portugal.  It also has
distribution operations in the Netherlands and the United States.

At October 4, 2009, the Company had total assets of $192,632,000
against total liabilities of $240,277,000; Series A Convertible
Preferred Stock of $17,674,000; Series B Convertible Preferred
Stock of $9,700,000; and total accumulated deficit of $75,019,000.

                        Going Concern Doubt

In its quarterly report for the three months ended October 4,
2009, the Company believes that its available cash and cash
anticipated to be generated through operations is expected to be
adequate to fund the Company's liquidity requirements, although
there can be no assurances that the Company will be able to
generate such cash.  Additionally, the Company does not currently
have in effect a revolving credit agreement or other capital
commitments to supplement its existing cash and anticipated cash
resources, if necessary, to meet its liquidity requirements
materially in excess of the Company's current expectations.
According to the Company, the uncertainty about the Company's
ability to achieve its projected results, the absence of such
credit or capital commitments and the uncertainty about the future
price of copper, which has a substantial impact on working
capital, raises substantial doubt about the Company's ability to
continue as a going concern.  The Company expects to continue to
actively manage and optimize its cash balances and liquidity,
working capital, operating expenses and product profitability,
although there can be no assurances the Company will be able to do
so.


WYNDHAM WORLDWIDE: Bigger Dividend Won't Move Moody's Ba1 Rating
----------------------------------------------------------------
Moody's Investor Service said that Wyndham Worldwide's Ba1
Corporate Family Rating and stable rating outlook remains
unchanged by the company's announcement that it has increased its
dividend and will resume share repurchase activity.

Moody's last rating action on Wyndham took place on May 13, 2009,
when it assigned a Ba2 rating to the company's new unsecured
convertible notes due 2012 and new senior unsecured notes due
2014.

Wyndham Worldwide Corporation operates in three segments of the
hospitality industry -- lodging, vacation exchange and rental, and
vacation ownership.  The company operates well known brand names
such as, Wyndham Hotels & Resorts, Ramada, Days Inn, and RCI,
among others.  Annual revenues exceeded $4 billion in 2008.


ZAYO GROUP: S&P Assigns First-Time Corporate Credit Rating at 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a first-time
corporate credit rating of 'B' to Louisville, Colorado-based Zayo
Group LLC.  At the same time, S&P assigned a 'B-' issue-level
rating and '5' recovery rating to the company's proposed
$225 million of senior secured notes due 2017.  The'5' recovery
rating indicates expectations for modest (10%-30%) recovery of
principal in the event of payment default.  The outlook is stable.

Zayo is a regional provider of fiber-based bandwidth
infrastructure and neutral collocation.  The company's regional
fiber networks consist of about 20,000 fiber route miles primarily
in the Northeastern and Midwest U.S. Zayo sells bandwidth
primarily to other telecommunications companies.  While the long-
haul infrastructure market has a large number of competitors, Zayo
generates most of its revenues in smaller secondary markets that
generally have fewer competitors, with the local telephone company
being the most significant.

"This highlights Zayo's competitive advantage as its unique
network serves deeply into underserved markets," said Standard &
Poor's credit analyst Naveen Sarma.  As a result, Zayo has an
attractive customer base which includes the major national
wireless operators, national and international long-haul
operators, and competitive local exchange carriers.


* Chrysler-Fiat Transaction Wins IDD's M&A Deal of 2009
-------------------------------------------------------
The sale of Chrysler's assets to a new company formed by Fiat
through an expedited Section 363 bankruptcy sale won the 2009 M&A
Deal of the Year award from Investment Dealers' Digest magazine
(IDD).  Jones Day served as lead counsel to Chrysler.

In its article announcing the award, IDD cited numerous noteworthy
features of the transaction, including Chrysler's size (100,000
creditors, $39.3 billion of assets, and $55.2 billion of
liabilities) and place in the U.S. economy; the complexity and
speed of the deal execution; and the involvement of the United
States and Canadian governments (including a $4 billion pre-
bankruptcy bridge loan, a $4.5 billion debtor-in-possession loan,
and other financial assistance), as well as the United States
Supreme Court.

When Chrysler filed for bankruptcy in April 2009, President Obama
promised its restructuring would be "efficient" and "controlled."
Only 42 days after Chrysler sought bankruptcy protection, it
completed the sale of substantially all of its assets to Chrysler
Group LLC, a new entity formed and managed by Fiat, which now owns
20% of the company and can increase its stake by another 15% by
meeting certain goals set by the U.S. government.

As might be expected for a matter of this importance, complexity,
and urgency, the Jones Day team advising Chrysler, led by New
York-based partner Corinne Ball, included a substantial number of
partners and associates from eight offices and eleven different
areas of practice, including Banking & Finance, Business
Restructuring & Reorganization, Employee Benefits & Executive
Compensation, Government Regulation, Intellectual Property, Issues
& Appeals, Labor & Employment, Mergers & Acquisitions, Real
Estate, Tax, and Trial Practice.

Founded in 1997, the IDD Deal of the Year Awards aim to honor the
transactions that created the most value against the longest odds,
pushed the boundaries of convention, and  made a lasting mark on
their industry. Honorees are selected solely by the editors of
IDD.


* January Bankruptcy Filings Hike 21% Over Last Year
----------------------------------------------------
Bankruptcy filings totaled more than 102,000 in January, a 21%
increase on a daily basis from the same month in 2009, Bill
Rochelle at Bloomberg News reported.  Compared with December,
January had 1 percent more filings, Mr. Rochelle said, citing data
compiled from court records by Automated Access to Court
Electronic Records.

In January, commercial bankruptcies and larger companies filing in
Chapter 11 were on the same pace as 2009 overall.  Last year,
Chapter 11 filings by U.S. businesses surged 50%, outpacing the
32% increase for individuals.


* Few Municipal Bonds Defaulted in 39 Years, Says Moody's
---------------------------------------------------------
Rated municipal issuers have a very limited default experience
with only 54 defaults over the 1970-2009 period, said Moody's
Investors Service in a new study on US municipal bond defaults and
recoveries.  More than three quarters of these defaults occurred
in the healthcare and housing sectors.

The default study presents historical default, loss and transition
statistics for Moody's-rated issuers in the United States
municipal bond market.

"There is limited default experience in this market, in part due
to the fact that many municipalities have the ability to secure
their debt with a "general obligation" (GO) pledge, which means
that all of the revenue-producing power of a municipality can be
brought to bear to service the debt, including the municipality's
ability to levy taxes," said Jennifer Tennant, Moody's AVP-
Analyst.

However, much of the debt issued in the municipal market is either
sold by governments and not backed by a GO pledge or sold for
obligors such as hospitals, universities or housing projects, and
these debts, on average, have a modestly weaker credit profile
than debts backed by a GO pledge.

Of the 54 Moody's-rated municipal defaults since 1970, 51 of them
have been defaults on non-GO debt.

Overall, the historical recovery rates for defaulted US municipal
bonds are higher, on average, than those for corporate bonds, said
Moody's.  For the period 1970-2009, the average historical 30-day
post-default trading price for municipal bonds is $59.91 relative
to a par value of $100, much higher than the average of $37.50 for
corporate senior unsecured bonds over the same period.

The full report, "U.S. Municipal Bond Defaults and Recoveries,
1970-2009," is available at www.moodys.com.


* U.S. Foreclosure Activity Decreases 10% in January
----------------------------------------------------
RealtyTrac(R) released its January 2010 U.S. Foreclosure Market
Report(TM), which shows foreclosure filings -- default notices,
scheduled auctions and bank repossessions -- were reported on
315,716 U.S. properties during the month, a decrease of nearly 10
percent from the previous month but still 15 percent above the
level reported in January 2009.  The report also shows one in
every 409 U.S. housing units received a foreclosure filing in
January.

REO activity nationwide was down 5 percent from the previous month
but still up 31 percent from January 2009; default notices were
down 12 percent from the previous month but still up 4 percent
from January 2009; and scheduled foreclosure auctions were down 11
percent from the previous month but still up 15 percent from
January 2009.

"January foreclosure numbers are exhibiting a pattern very similar
to a year ago: a double-digit percentage jump in December
foreclosure activity followed by a 10 percent drop in January,"
said James J. Saccacio, chief executive officer of RealtyTrac.
"If history repeats itself we will see a surge in the numbers over
the next few months as lenders foreclose on delinquent loans where
neither the existing loan modification programs or the new short
sale and deed-in-lieu of foreclosure alternatives works."

Nevada, Arizona, California, Florida post top state foreclosure
rates

Despite a year-over-year decrease in foreclosure activity of
nearly 18 percent, Nevada's foreclosure rate remained highest
among the states for the 37th straight month.  One in every 95
Nevada housing units received a foreclosure filing during the
month -- more than four times the national average.

A 4 percent month-over-month increase in foreclosure activity
boosted Arizona's foreclosure rate to second highest among the
states in January.  One in every 129 Arizona housing units
received a foreclosure filing during the month.

Foreclosure activity decreased by double-digit percentages from
the previous month in both California and Florida, and the two
states registered nearly identical foreclosure rates -- one in
every 187 housing units receiving a foreclosure filing.
California's foreclosure rate was statistically higher by a slim
margin and ranked third highest among the states while Florida's
foreclosure rate ranked fourth highest.

With one in every 231 housing units receiving a foreclosure
filing, Utah registered the nation's fifth highest state
foreclosure rate despite a nearly 12 percent month-over-month
decrease in foreclosure activity.

Other states with foreclosure rates among the nation's 10 highest
were Idaho, Michigan, Illinois, Oregon and Georgia.

Six states account for nearly 60 percent of national total

California, Florida and Arizona posted the three highest state
totals in terms of properties receiving foreclosure filings in
January, and together those states accounted for more than 44
percent of the national total.

Illinois posted the nation's fourth highest total in January, with
18,120 properties receiving a foreclosure filing during the month
-- a nearly 2 percent increase from the previous month and a 25
percent increase from January 2009.

Michigan posted the nation's fifth highest total, with 17,574
properties receiving a foreclosure filing, and Texas posted the
sixth highest total, with 12,225 properties receiving a
foreclosure filing.

Other states with totals among the 10 highest in the country were
Nevada (11,854), Georgia (11,274), Ohio (11,105) and New Jersey
(6,146).

Phoenix only top 10 metro area to post monthly foreclosure
increase

Phoenix foreclosure activity increased nearly 4 percent from the
previous month, and one in every 102 Phoenix housing units
received a foreclosure filing during the month -- the second
highest foreclosure rate among metropolitan areas with a
population of at least 200,000.  Phoenix was the only metro area
among the top 10 to post a month-over-month increase in
foreclosure activity.

Las Vegas documented the highest metro foreclosure rate, with one
in every 82 housing units receiving a foreclosure filing, despite
a nearly 2 percent decrease in foreclosure activity from the
previous month and a nearly 21 percent decrease in foreclosure
activity from January 2009.

Six California cities registered foreclosure rates among the top
10: Modesto at No. 3 (one in every 107 housing units); Stockton at
No. 4 (one in 107); Riverside-San Bernardino-Ontario at No. 5 (one
in 109); Merced at No. 6 (one in 109); Vallejo-Fairfield at No. 7
(one in 112); and Bakersfield at No. 8 (one in 118).

Two Florida cities rounded out the top 10: Cape Coral-Fort Myers
at No. 9 (one in 121); and Orlando-Kissimmee at No. 10 (one in
143).


* Fed Lowers Value of AIG Assets, Hikes for Bear Holdings
---------------------------------------------------------
Bloomberg News reports that the Federal Reserve lowered its
estimated value of investment portfolios acquired in the rescue of
American International Group Inc. by $193 million while raising
the value of former Bear Stearns Cos. assets by $358 million.  The
net holdings of three corporations set up by the Fed for the
mortgages and securities it took on in bailing out AIG and Bear
Stearns in 2008 rose by $165 million, or 0.3% to $65 billion, the
Fed said February 11 in a quarterly revaluation of the assets.
The Bear Stearns investments rose 1.3% to $27.2 billion, while the
two AIG portfolios lost 0.5% to $37.9 billion.


* Lasry's Avenue Capital to Invest in Distressed Debt
-----------------------------------------------------
Avenue Capital Group, the New York-based company started by Marc
Lasry, is raising a new fund to invest in distressed debt,
Bloomberg News reported, citing a person familiar with the
discussions.  According to the report, the Company, which has
about $18.5 billion of assets under management, expects the fund
to be about $3 billion, with fundraising concluding within three
months.


* Sheppard Mullin Elects Ten Attorneys to Partnership
-----------------------------------------------------
Sheppard, Mullin, Richter & Hampton LLP is has elevated ten of its
attorneys to partner.  The ten new partners are Malani J.
Cademartori (New York), Alfred Fraijo Jr. (Los Angeles/Downtown),
S. Keith Garner (San Francisco), Bethany Hengsbach (Los
Angeles/Downtown), Brent E. Horstman (Los Angeles/Downtown),
Charbel Lahoud (Los Angeles/Downtown), Matthew S. McConnell (San
Diego/Del Mar), Miriam Montesinos (San Francisco), Shannon Z.
Petersen (San Diego/Downtown) and Scott R. Sveslosky (Los
Angeles/Downtown).

"We are proud to welcome this accomplished group of attorneys to
the partnership, all of whom bring a wealth of knowledge and
experience.  Our newest partners have distinguished themselves
through their achievements, as well as their commitment to
maintaining the firm's entrepreneurial spirit and its dedication
to clients," said Guy N. Halgren, chairman of the firm.

Malani Cademartori, in the firm's Finance and Bankruptcy practice
group in the New York office, regularly counsels both
international and domestic clients in the areas of corporate
reorganization, restructuring and liquidation in both domestic and
cross-border insolvencies, creditors' rights, distressed asset
acquisitions, insolvency-related securitizations, matters related
to contract, lease and license issues in the insolvency and
bankruptcy context, and out-of-court restructuring and bankruptcy
planning. Cademartori has represented a wide array of entities in
various industries in these areas, including debtors, major
creditors, institutional lenders, bondholder committees, and
investors in and purchasers of distressed assets.  She received
her J.D. from Fordham University School of Law in 1999 and her
undergraduate degree from New York University in 1994.

Alfred Fraijo Jr. is a member of the Real Estate, Land Use,
Natural Resources and Environmental practice group and based in
the firm's Los Angeles/Downtown office.  Fraijo has significant
experience in negotiating and securing land use entitlements for
complex housing and mixed use development projects throughout
California, including advising clients with innovative, urban
renewal projects in the inner-city and other sectors with emerging
markets.  He advises public and private sector clients on state
and federal land use and environmental laws, including the
Subdivision Map Act, California Community Redevelopment Law,
California Environmental Quality Act, National Environmental
Policy Act, Clean Water Act, Endangered Species Act, CERCLA, RCRA,
California Superfund Law and the Polanco Redevelopment Act.
Fraijo also advises clients on all aspects of land use and
redevelopment law in connection with the development of wind and
solar energy projects.  He received his law degree from Loyola Law
School in 2002 and his undergraduate degrees, with honors, from
Harvard University in 1999.

Keith Garner, a member of the firm's Real Estate, Land Use,
Natural Resources and Environmental practice group, is based in
the firm's San Francisco office.  Garner's practice focuses on
state and federal environmental laws, land use planning and
entitlement procedures, and natural resources permitting issues
for large residential, commercial and mixed use communities and
energy generation and transmission projects, including wind and
solar facilities.  He provides legal and strategic planning advice
to clients at every stage of the complex development process,
including due diligence for land acquisition, project planning and
permitting, regulatory compliance, and land use litigation. Garner
received his law degree from the University of California,
Berkeley, Boalt Hall School of Law in 2001, his masters degree,
with distinction, in Urban Planning from Harvard University in
1997 and his undergraduate degree, with honors, from Stanford
University in 1993.

Bethany Hengsbach, in the firm's Government Contracts and
Regulated Industries practice group in the Los Angeles/Downtown
office, specializes in commercial litigation and government
contracts, with an emphasis on the Foreign Corrupt Practices Act,
contractual disputes, and class actions.  Hengsbach has
represented businesses and individuals in litigation, arbitrations
and investigations related to government contracts, international
corporate compliance, trade secret misappropriation, products
liability, professional liability, business torts, real estate,
and intellectual property.  She received her J.D. from DePaul
University in 1997 and her undergraduate degree, with honors, from
the University of Illinois in 1994.

Brent Horstman is a member of the firm's Finance and Bankruptcy
practice group and based in the Los Angeles/Downtown office.
Horstman specializes in commercial law, with a primary focus on
complex financial transactions, representing both lenders and
borrowers in syndicated and single lender credit facilities,
including both cash flow and asset-based financings.  He has
recently worked on a number of transactions involving hotel and
gaming entities, in addition to a number of cross-border
transactions.  He received his law degree from Columbia University
in 2001 and his undergraduate degree from Yale University in 1998.

Charbel Lahoud, in the firm's Finance and Bankruptcy practice
group in the Los Angeles/Downtown office, specializes in
commercial law and focuses his practice on the structuring,
documentation and negotiation of financial transactions. Lahoud's
experience includes representing agents, lenders, participants and
borrowers in personal and real property secured syndicated loan
transactions and asset-based loan transactions.  He received his
J.D., order of the coif, from University of Southern California in
2001 and his undergraduate degree, cum laude, from University of
California, Los Angeles in 1997.

Matt McConnell is a member of the Labor and Employment practice
group and based in the firm's San Diego/Del Mar office. McConnell
specializes in labor and employment matters on behalf of
management and has significant trial experience in which he has
achieved multiple defense verdicts.  He has defended employers in
wrongful termination and employment discrimination litigation,
including sexual harassment, race, age, national origin, gender
and disability discrimination.  McConnell has considerable
experience representing employers on a variety of issues including
representative and class action wage and hour matters, traditional
labor matters, unfair competition claims, breach of contract,
fraud and prevailing wages.  He received his law degree from Duke
University in 2000 and his undergraduate degrees from the
University of California, San Diego in 1992.

Miriam Montesinos, in the firm's Real Estate, Land Use, Natural
Resources and Environmental practice group in the San Francisco
office, specializes in land use, environmental and climate change
matters, including obtaining development entitlements, compliance
with the California Environmental Quality Act (CEQA), and
administrative proceedings and litigation.  Montesinos has worked
on a wide variety of land use projects throughout California,
including retail developments/shopping centers, office and
industrial parks, residential, mixed use developments, and long-
range strategic plans for developers.  As part of her practice
related to CEQA compliance, she has advised on the legal adequacy
of numerous EIRs for projects throughout California.  Montesinos
received her J.D. from the University of California, Berkeley,
Boalt Hall School of Law in 1999 and her undergraduate degree from
Stanford University in 1995.

Shannon Petersen, a member of the firm's Business Trial practice
group and based in the San Diego/Downtown office, practices
general business litigation.  Petersen specializes in financial
institution, insurance, and healthcare litigation. He has
substantial lead counsel trial experience, and is familiar with
all aspects of litigation, arbitration, and mediation.  He has
successfully represented business clients in claims, including
class action claims, involving breach of contract, unfair business
practices and unfair competition, false advertising, fraud, breach
of fiduciary duty, negligence, bad faith, unjust enrichment,
misappropriation of trade secrets, Consumer Legal Remedies Act,
Truth in Lending Act and Real Estate Settlement Procedures Act
violations, quiet title, infliction of emotional distress, and
other causes of action. Petersen received his J.D., with
distinction, from Stanford Law School in 2000, Ph.D. from
University of Wisconsin in 2000, and M.A. and B.A., with high
honors, from University of Montana in 1995 and 1993 respectively.
He is a veteran of the U.S. Navy, where he served as a Russian
linguist.

Scott Sveslosky, in the firm's Business Trial practice group in
the Los Angeles/Downtown office, has been responsible for numerous
aspects of business, antitrust, professional liability, banking,
products liability, trade secret, toxic tort and insurance
litigation matters.  Sveslosky has tried to verdict business
matters involving breach of contract, fraud, and unfair
competition.  His experience includes representing clients in a
variety of business disputes and claims of breach of fiduciary
duties, breach of contract, fraud, tortious interference with
business relations, violation of the federal RICO statute,
misappropriation of trade secrets, bad faith and related causes of
action. Sveslosky received his J.D. and his B.S. from the
University of Southern California in 2001 and 1998 respectively.

            About Sheppard, Mullin, Richter & Hampton LLP

Sheppard Mullin is a full service AmLaw 100 firm with 550
attorneys in 11 offices located in the United States and Asia.
Since 1927, companies have turned to Sheppard Mullin to handle
corporate and technology matters, high stakes litigation and
complex financial transactions.  In the U.S., the firm's clients
include more than half of the Fortune 100.


* BOOK REVIEW: The First Junk Bond: A Story of Corp. Boom & Bust
----------------------------------------------------------------
Author:     Harlan D. Platt
Publisher:  Beard Books
Paperback:  256 pages
List Price: US$34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1587981203/internetbankrupt

This is a book that business people will find particularly
enlightening.  It details how Texas International, Inc.'s
bankruptcy filing affected various stakeholders, the bankruptcy
negotiation process, and the alternative post-bankruptcy
structures that were considered.

This engrossing book follows the extraordinary journey of the
company through its corporate growth and decline, debt exchange
offers, and corporate rebirth.

It is a case study of a company that exemplified the 1980s,
complete with fascinating people, financial innovations, and
successive rounds of high stakes poker, as the misfortunes of
the company unfold.

Detailed is the involvement of Drexel Lambert banking house and
its guiding spirit Michael Milken, who secured fresh capital for
the company through the issuance of a high-yield bond with an
above-market rate of interest to counterbalance its elevated
credit risk.



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission ***