TCR_Public/100216.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, February 16, 2010, Vol. 14, No. 46

                            Headlines


ACCREDITED HOME: Court OKs Sale of Loans & Property to West Coast
AFC REALTY: Organizational Meeting to Form Panel on February 17
ALERIS INTERNATIONAL: German Unit Files to Restructure Debt
ALERIS INTERNATIONAL: Plan Outline Hearing on March 12
ALERIS INTERNATIONAL: Wants Final Bar Date for Admin. Claims

ALLIED CAPITAL: Shareholders Reject Prospect Capital Offer
ALTURA COMMUNITIES: Files for Bankruptcy with $40.6-Mil. in Debt
AMERICAN INT'L: Taps Major Banks for Hong Kong IPO of AIA Unit
AMERICAN INT'L: New Incentive Scheme Won't Satisfy Regulators
AMERICAN LOCKER: Paul Luber Elected by Board as Director

AMERICAN LOCKER: President to Get $170,000 Annually for 3 Years
AMIDEE CAPITAL: Has Interim Access to Lenders Cash Collateral
AMIDEE CAPITAL: Taps Okin Adams to Handle Reorganization Case
APPLETON PAPERS: Inks $100-Mil. 5-Year Revolver with Fifth Third
APPLETON PAPERS: Issues $305 Million in New 10.50% Secured Notes

ARLIE & CO: Has Interim Access to Prepetition Lenders Cash
ARTHUR FEFFERMAN: Organizational Meeting to Form Panel on Feb. 17
ASAT HOLDINGS: Shareholders Push for Voluntary Winding Up
ASI TECHNOLOGY: Reports $93,000 Net Loss in December Quarter
ATCHLEY APPLIANCE: Files for Chapter 11 Bankruptcy in Florida

AVERION INTERNATIONAL: Won't Be Able to Pay Notes Due October
BAYARD SPECTOR: Court to Hear HWMG's Dismissal Motion on March 1
BCBG MAX: S&P Raises Corporate Credit Rating to 'B'
BERNARD MADOFF: Brother, Sons Face Criminal Tax-Fraud Cases
BIG WASH: Bankruptcy Case Transferred to Arizona

BILLING SERVICES: Moody's Upgrades Rating on Senior Loan to 'Ba3'
BLOCKBUSTER INC: Diamondback Funds Cut Stake to 2.63%
BLOCKBUSTER INC: Dimensional Fund Holds 3.4% of Class A Shares
BLOCKBUSTER INC: Goldman Sachs Holds 7.7 % of Class A Shares
BLOCKBUSTER INC: Prentice Capital, Zimmerman Disclose Stake

BLOCKBUSTER INC: Wellington Holds 5.80% of Class A Shares
BOOMERANG SYSTEMS: Posts $1.68-Mil Net Loss in Qtr Ended Dec. 31
CANWEST GLOBAL: Union Wants to Be Appointed as Representative
CAPMARK FINANCIAL: Proposes $8.8-Mil. Incentive Program
CATALYST PAPER: Contests Application to BC Labour Board

CATALYST PAPER: Letko Brosseau Reports 11.16% Equity Stake
CELL THERAPEUTICS: Reports $27.4-Mil. Net Loss in 4th Quarter
CHARTER COMMUNICATIONS: Has Indemnification Pacts With Execs.
CHEMITEK 2006: Mortgagees Want Chapter 11 Case Dismissed
CHINA LOGISTICS: Amends Q1 2009 Report; Net Loss at $2.98-Mil.

CHRYSLER LLC: Names New Media Strategies as Media Firm
CINCINNATI BELL: Board Approves $150 Million Stock Repurchase
CITADEL BROADCASTING: R-Squared a Substantial Shareholder
CLEAR CHANNEL: Moody's Upgrades Corporate Family Rating to 'Caa2'
CLEVELAND ELECTRIC: Fitch Affirms Issuer Default Rating at 'BB+'

COMMERCIAL VEHICLE: Issues 42,124 Units of 3rd Lien Senior Notes
CRESCENT RESOURCES: U.S. Trustee Balks at $4-Mil. Bonuses
DEATH ROW: Rapper Files Suit for Unpaid Royalties
DELPHI CORP: Court to Hear Final Fee Applications March 18
DELPHI CORP: District Court Rules on OTRS, et al., Appeal

DELPHI CORP: District Court Won't Review LDTC Non-Appointment
DELPHI CORP: Wagner-Smith Wants Avoidance Claims Orders Vacated
DIAMOND OAKS: Hartford's Motion for Relief from Stay Denied
DUBAI WORLD: May Offer 60% Recovery to Creditors
DUNE ENERGY: Amends Employee Severance Plan

EAST CAMERON: Court Denies Committee's Motion to Convert Case
EAST CAMERON: Wants Add'l Financing to Hasten Asset Sales
EAST CAMERON: Wants to Sell Assets to Lender Group
EASTMAN KODAK: Amends Prospectus for KKR Notes, Warrants
EASTMAN KODAK: Gets Lenders' OK to Obtain $200MM in New Loans

EASTMAN KODAK: Sees Digital Revenues to Grow Up to 9% This Year
EASTMAN KODAK: Vanguard, Brandes, BlackRock Report Stake
EBRO FOODS: Flawed Invoices Nixed Creditor's PACA Priority
EDRA BLIXSETH: Porcupine Creek Asset for Sale at $75 Million
ELEMENT 21 GOLF: December 31 Balance Sheet Upside-Down by $1.4-Mil

EPICEPT CORP: Proposes to Issue Up to $15-Mil. in Shares
EXPRESS LLC: S&P Raises Corporate Credit Rating to 'B+'
FAIRPOINT COMMS: NNE Telephone Files Schedules & Statement
FIRSTFED FINANCIAL: Terminates Cash Tender Offers & Solicitations
FLAG INTERMEDIATE: Posts $35.7 Million Net Loss in 2009

FLYING J: Promises to Repay Most Debts in Ch. 11 Plan
FORD MOTOR: BlackRock Pares Equity Interest to 4.92%
FORD MOTOR: Evercore Trust Reports 8.23% Stake
FORD MOTOR: State Street Reports 11.9% Equity Stake
FORD MOTOR: Wellington Management Reports 5.33% Stake

FREESCALE SEMICON: NY Appellate Court Lifts Trial Court Stay Order
FREESTONE RESOURCES: Posts $115,000 Net Loss in Q2 Ended Dec. 31
GENERAL GROWTH: Equity Committee Gets Nod to Retain Saul Ewing
GENERAL GROWTH: Reports Public Offering of Aliansce Stock
GENERAL GROWTH: To Lower Miller Buckfire Cap to $30.2 Million

GHOST TOWN: BB&T Wants Case Converted to Chapter 7 Liquidation
GLOBAL CROSSING: Iridian Asset Management Reports 5.2% Stake
GREEN DRAGON: Posts $29,000 Net Loss in December Quarter
HEALTHSPRING INC: S&P Assigns 'B+' Rating on $350 Mil. Loan
HHI HOLDINGS: S&P Assigns Corporate Credit Rating at 'B+'

HIGH ROCK: Creditor Blackstone Wants Chapter 11 Trustee Appointed
HSH DELAWARE: Organizational Meeting to Form Panel on Feb. 18
HSH DELAWARE: Taps Richards Layton as Bankruptcy Counsel
HSH DELAWARE: Wants Barlow Lyde as United Kingdom Counsel
HSH DELAWARE: Seeks to Hire Walkers as Cayman Islands Counsel

INNOVATIVE COS: Wants Ch. 11 Plan Filing Extended Until June 13
INTEGRATED BIOPHARMA: Posts $996,000 Net Loss in Dec. Quarter
INTEGRATED HEALTHCARE: Posts $1.8-Mil. Loss in Q3 Ended Dec. 31
IRVINE SENSORS: Balance Sheet Upside-Down by $4-Mil. at Dec. 27
ITC^DELTACOM INC: Moody's Affirms 'B3' Corporate Family Rating

ITC DELTACOM: S&P Affirms Corporate Credit Rating at 'B'
JOSEPH MILANOWSKI: Could Not Pay Creditors, Trustee Says
KEMET CORP: Moody's Withdraws 'B2' Corporate Family Rating
KEMET CORP: S&P Withdraws 'B' Corporate Credit Rating
LANDMARK VALLEY: Wants to Sell Personal Property to Clark Knapp

LBJ LAKEFRONT: Plan Proposes 50% Cash Payment of Unsecured Claims
LEHMAN BROTHERS: Sues Soffer & Fontainebleau for $400 Million
LEHMAN BROTHERS: District Court Remands Appeal on DNB Claim
LEHMAN BROTHERS: Proposes Gibson Dunn as Special Counsel
LEHMAN BROTHERS: Proposes O'Neil Group as Tax Services Provider

LEHMAN BROTHERS: Trustee Has Transition Pact with Barclays
LEHMAN BROTHERS: Wants to Enlarge Jones Day Work
LEXINGTON PRECISION: Creditors Committee Members Down to 5
LIBERATOR INC: Gruber & Company Raises Going Concern Doubt
LOWER BUCKS: Gets OK for SSG to Solicit Bids from Buyers

MAGNA ENTERTAINMENT: Seeks Approval of Maryland Racetracks Sale
MAMMOTH HENDERSON: Offers to Return 100% to Unsecureds in 7 Years
MCGRATH'S PUBLICK: Taps Tonkon Torp as Bankruptcy Counsel
MERCER INT'L: Earns EUR4.0 Million for December Quarter
MOVIE GALLERY: Has Access to Cash Collateral Until March 1

MOVIE GALLERY: Sec. 341 Meeting Set for April 9
MOVIE GALLERY: U.S. Trustee Appoints Unsecured Creditors Committee
MUZAK HOLDINGS: Chapter 11 Emergence Cues S&P to Withdraw Ratings
NEENAH ENTERPRISES: Schedules Filing Deadline Moved to April 5
NEENAH ENTERPRISES: Court Okays Garden City as Claims Agent

NEW CENTURY: Judge Carey Won't Tinker with Consumer Foreclosure
NORTEL NETWORKS: Exploring Options for Intellectual Property
NORTEL NETWORKS: Proposes $92.4-Mil. in Wind-Down Bonuses
NORTHEAST BIOFUELS: Bankruptcy Judge Confirms Chapter 11 Plan
NPC ACQUISITION: Creditors' Proofs of Claim Due March 15

OXBOW CARBON: Moody's Gives Positive Outlook; Affirms 'B1' Rating
PALISADES PARK: Mortgagees Want Chapter 11 Case Dismissed
PENTON BUSINESS: Plan Confirmation Hearing Set for March 5
PENTON BUSINESS: Moody's Cuts Probability of Default Rating to 'D'
PENTON BUSINESS: S&P Downgrades Corporate Credit Rating to 'D'

PETROHUNTER ENERGY: Posts $1.9-Mil. Loss in December Quarter
PHOENIX COS: S&P Junks Counterparty Credit Rating From 'B-'
PHOENIX FOOTWEAR: Board Approves 2010 Cash Bonus Plan
PMI MORTGAGE: Arizona Dept. of Insurance Grants Waiver
PRECISION DRILLING: S&P Retains 'BB' Rating With Stable Outlook

PROFESSIONAL LAND: Wants Malka Issak as Bankruptcy Counsel
RAINBOW UNITED: To Pay Creditors in Full Under Chapter 11 Plan
RCN CORPORATION: Moody's Affirms 'B1' Corporate Family Rating
SABINE PASS: S&P Affirms 'B+' Rating on $2.2 Bil. Senior Notes
SALON MEDIA: Posts $1.7-Mil. Net Loss in Qtr Ended Dec. 31

SEVEN FALLS: Administrator Wants Case Dismissed or Converted
SKILLSOFT PLC: S&P Puts 'BB-' Rating on CreditWatch Negative
SPHERIS INC: Wants to Employ Young Conaway as Bankruptcy Counsel
TODD FULCHER: Judge Doub Appoints Chapter 11 Trustee
SOLAR ENERTECH: Posts $3.9 Million Net Loss in Qtr Ended Dec. 31

SPANSION INC: Posts $514.1 Million Net Loss in Fiscal 2009
SPANSION INC: Committee Seeks to Expand FTI Work
SPANSION INC: Fee Applications Have No Objections
SPANSION INC: Noteholders Want to Depose Silver Lake
SPECTRUM BRANDS: Inks Merger Agreement With Russell Hobbs

SPHERIS INC: Organizational Meeting to Form Panel on February 17
STATION CASINOS: GV Ranch Also Now in Chapter 11
TAYLOR BEAN: Creditors Seek Authority to Sue Farkas, Insiders
TLC VISION: Lender Fights Charlesbank Deal
TOLEDO EDISON: Fitch Corrects Feb. 11 Press Release, Keeps BB+ IDR

TRAVELPORT LLC: Moody's Confirms 'B2' Corporate Family Rating
TRAVELPORT LLC: S&P Affirms 'B-' Long-Term Corporate Credit Rating
TRIBUNE CO: Creditors Panel's Bid to File LBO Suit Challenged
TRIBUNE CO: Beatty's Dick Tracy Suit Survives Dismissal Bid
TRIBUNE CO: Creditors Oppose WTC Bid for Examiner

TRIMEDYNE INC: Posts $300,000 Net Loss in Q1 Ended December 31
TRUDY CORP: Posts $360,000 Net Loss in September Quarter
VEOH NETWORKS: To Halt Operations, File for Chapter 7 Bankruptcy
WASHINGTON MUTUAL: Gets Nod to Enlarge Quinn Emanuel Work
WASHINGTON MUTUAL: Plan Exclusivity Extended Until March 26

WASHINGTON MUTUAL: Settles Payments to Media Vendors
WASTE2ENERGY HOLDINGS: Dec 31 Balance Sheet Upside-Down by $5.3MM
YRC WORLDWIDE: Inks Deal to Purchase $70 Mil. New Unsec. Notes
ZAYAT STABLES: Taps Cole Schotz as Bankruptcy Counsel

* SJB Raises $1.1 Billion to Acquire Seized US Lender
* Improved Investor Appetite for Exit Loans Cues Cheaper Lending

* Large Companies With Insolvent Balance Sheets


                            *********


ACCREDITED HOME: Court OKs Sale of Loans & Property to West Coast
-----------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized Accredited Home Lenders Holding
Co., et al., to sell certain mortgage loans and real property,
free and clear of liens, claims, encumbrances and other interests
to West Coast Realty Services, Inc., pursuant to the asset
purchase agreement dated December 2, 2009.

As reported in the Troubled Company Reporter on December 29, 2009,
Bill Rochelle at Bloomberg News reported that West Coast offered
to buy 10 parcels of land and 13 mortgages for $409,000.

The Debtors relate that the APA constitutes the highest and best
offer for the acquired assets, and will provide a greater recovery
for the Debtors' bankruptcy estates.

The sale is pursuant to Section 363 of the Bankruptcy Code.

Accredited Home Lenders Holding Co. -- http://www.accredhome.com/
-- is a mortgage banker servicing U.S. markets for conforming and
non-prime residential mortgage loans operating throughout the U.S.
and in Canada.  Founded in 1990, the company is headquartered in
San Diego.  The Company was acquired by Lone Star Funds for
$300 million in October 2007.  Lone Star also owns Bruno's
Supermarkets LLC and Bi-Lo LLC, two grocery retailers in Chapter
11.

Accredited Home and its affiliates filed for Chapter 11 on May 1,
2009 (Bankr. D. Del. Lead Case No. 09-11516).  Gregory G. Hesse,
Esq., Lynnette R. Warman, Esq., and Jesse T. Moore, Esq., at
Hunton & William LLP, represent the Debtors as counsel.  Laura
Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, serve as Delaware
counsel.  Kurtzman Carson Consultants is the Debtors' claims
agent.  Andrew I Silfen, Esq., Schuyler G. Carroll, Esq., Robert
M. Hirsch, Esq., at Arent Fox LLP in New York, and Jeffrey N.
Rothleder, Esq., at Arent Fox LLP in Washington, DC, represent the
official committee of unsecured creditors as co-counsel.  Neil R.
Lapinski, Esq., and Shelley A. Kinsella, Esq., at Elliott
Greenleaf, represent the Committee as Delaware and conflicts
counsel.

According to its bankruptcy petition, Accredited Home's assets
range from $10 million to $50 million and its debts from
$100 million to $500 million.


AFC REALTY: Organizational Meeting to Form Panel on February 17
---------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on February 17, 2010, at 11:00
a.m. in the bankruptcy case of AFC Realty Capital, Inc.  The
meeting will be held at United States Trustee's Office, One Newark
Center, 14th Floor, Room 1401, Newark, NJ 07102.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

AFC Realty filed for Chapter 11 on Jan. 15, 2010 (Bankr. D. N.J.
Case No. 10-11083).  Ben Becker, Esq., at Becker, Meisel LLC,
represents the Debtor in its Chapter 11 effort.  According to the
petition, debts are between $1 million to $10 million while assets
are $50,000 to $100,000.


ALERIS INTERNATIONAL: German Unit Files to Restructure Debt
-----------------------------------------------------------
Aleris Deutschland Holding GmbH filed with the U.S. Bankruptcy
Court for the District of Delaware a petition under Chapter 11 of
the Bankruptcy Code on February 5, 2010.

ADH was organized under the laws of Germany on March 22, 2006, as
a limited liability company and is a non-operating holding
company.  ADH is a direct wholly owned subsidiary of Aleris
Recycling Holding B.V., a Netherlands limited liability company,
and an indirect wholly owned subsidiary of Aleris International,
Inc.  ADH directly and indirectly owns stock of certain German
and Belgium subsidiaries that produce rolled and extruded
aluminum products.  ADH has no employees, and its primary assets
are its interests in its subsidiaries.  ADH maintains a balance
bank account at Key Bank, N.A., in Cleveland, Ohio.

ADH is obligated as a borrower under that certain Term Loan
Agreement, dated as of August 1, 2006, as amended, with various
financial institutions and other persons from time to time as
lenders, and Deutsche Bank, as administrative agent.
Specifically, the Prepetition Term Loan Agreements provided ADH
with a credit facility of EUR297 million, which is guaranteed by
the U.S.-based Debtors and certain non-debtor international
affiliates.  As of February 12 2009, the Europeran Term Loan
Facility was fully drawn.  On the U.S. Petition Date, a
"Conversion Event" under the Prepetition Term Loan Agreements was
triggered, resulting in the outstanding loans under the European
Term Loan Facility becoming approximately EUR56 million and
$311 million based on the EUR297 million drawn.

The U.S. Debtors have been engaged in negotiations with the
holders of the European Term Loan Facility to restructure the
European Term Loan Facility as part of their emergence from
Chapter 11.  In connection with that restructuring, ADH commenced
its Chapter 11 case.

                  About Aleris International

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

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

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


ALERIS INTERNATIONAL: Plan Outline Hearing on March 12
------------------------------------------------------
Aleris International, Inc., and its debtor affiliates delivered
to the U.S. Bankruptcy Court for the District of Delaware their
joint plan of reorganization and the Disclosure Statement
explaining the Plan on February 5, 2010.

A hearing will be held before the Honorable Brendan L. Shannon,
United States Bankruptcy Judge, at the United States Bankruptcy
Court for the District of Delaware, 824 Market Street, 6th Floor,
Courtroom No. 1, Wilmington, Delaware 19801 on March 12, 2010, at
9:30 a.m. (Prevailing Eastern Time) to consider the entry of an
order finding, among other things, that the Disclosure Statement
contains "adequate information" within the meaning of section 1125
of the Bankruptcy Code and approving the Disclosure Statement.
Click below to view the documents:

The Plan has substantial support from Aleris's creditors, as
demonstrated by an Equity Commitment Agreement executed by
certain investment funds managed by Oaktree Capital Management,
L.P., affiliates of Apollo Management, L.P. and Sankaty Advisors,
LLC, or "the Backstop Parties."

Oaktree, Apollo, and Sankaty are three of the Debtors' largest
lenders.

Pursuant to the Equity Commitment Agreement, the Backstop Parties
have committed to backstop a rights offering of equity and debt
of up to approximately $690 million.  The creditors hold over 67%
of Aleris's U.S. Roll-up Term Loan.  Proceeds of the rights
offering will be used to provide working capital to the Company
and to fund payments under the Plan, including repayment of the
debtor-in-possession financing, payment of administrative
expenses, and funding of distributions to prepetition creditors.

"The filing of the Plan of Reorganization with this level of
creditor support represents a major milestone in our ongoing
efforts to position Aleris to emerge from chapter 11 with
financial stability and an operationally sound and competitive
foundation for the long term," said Steven J. Demetriou, Aleris
chairman and chief executive officer.  "Since our filing last
February, we have made significant improvements to our operations
worldwide, reducing overhead, manufacturing costs and global
headcount, as well as achieving significant productivity and
customer service improvements.  When Aleris emerges from chapter
11, we will have eliminated all of our term loan and unsecured
debt and will have a strong balance sheet, significantly reduced
operating costs and greater financial flexibility.  The strong
financial support and equity ownership commitment from the
Backstop Parties demonstrate confidence in Aleris's future."

Mr. Demetriou continued, "As the economy recovers, and as our
customers' businesses improve, we will be well-positioned to
resume a path of growth and continue to build Aleris into a
global aluminum enterprise for the long-term benefit of our
customers, suppliers, business partners and employees.  We
greatly appreciate the continued support and hard work of our
employees around the world during this restructuring process.
Because of their commitment to the business, we have fully
satisfied the needs of our existing customers without
interruption while establishing relationships with new ones.  We
would like to thank both current and new customers, suppliers and
other business partners for their continued loyalty during this
process.  While we remain cautious in the near term due to
continued uncertainty in the global economic environment, our
restructured balance sheet, enhanced liquidity, operational
improvements, and cost control will position Aleris well for
long-term growth."

The Bankruptcy Court has set the hearing to consider approval of
the Disclosure Statement for March 12, 2010, at 9:30 a.m.
Following Bankruptcy Court approval of the Disclosure Statement
and related voting solicitation procedures, the Company will
solicit acceptances of the Plan and seek its confirmation by the
Bankruptcy Court.

            Claims and Interest under the Plan

The Plan designates 15 classes of Claims and Equity Interests:
ten classes of Claims against and Equity Interests in the U.S.
Debtors and five classes of Claims against and Equity Interests
in Aleris Deutschland Holding GmbH.

The U.S. Debtors classes consist of seven classes of Claims and
three classes of Equity Interests.  U.S.  Debtors Class 8
represents Equity Interests in Aleris, U.S. Debtors Class 9
represents Equity Interests in certain of the U.S. Debtors which
will be cancelled under the Plan, including Equity Interests in
Wabash Alloys, L.L.C. and Aleris Aluminum U.S. Sales Inc., and
U.S. Debtors Class 10 represents Equity Interests comprised of
Equity Interests in the U.S. Debtors other than Aleris and the
Dissolving U.S. Subsidiaries.

The ADH classes consist of four classes of Claims and one class
of Equity Interests in ADH.  These classes take into account the
differing nature and priority under the Bankruptcy Code of the
various Claims and Equity Interests.

The Plan contemplates that Reorganized Aleris will sell its
assets to "OpCos," certain entities established for the purposes
of acquiring those assets.  These entities will, in turn, be
owned, directly or indirectly, by IntermediateCo, which will be
owned by HoldCo.  Among other things, the common stock of HoldCo
will be contributed to the OpCos, used by the OpCos as part of
the consideration paid to Reorganized Aleris for its assets, and
then distributed pursuant to the Plan.

A full-text copy of the expected Organizational and Capital
Structure of HoldCo, IntermediateCo, the Opcos, and the
Reorganized Debtors, is available for free at:

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

                         Rights Offering

Pursuant to the Plan, a holder of U.S. Roll-Up Term Loan Claims,
European Roll-Up Term Loan Claims, and European Term Loan Claims
who is either an "accredited investor" or not a "U.S. person"
will have the right to participate in a rights offering for
shares of New Common Stock and the IntermediateCo Notes.

According to the Debtors, the Rights Offering is expected to
generate cash proceeds of up to $690 million, which will be used
to repay the DIP ABL Credit Facility and the New Money Term DIP
Facility, to fund other Cash distributions required by the Plan,
and to provide the Reorganized Debtors with sufficient operating
cash.  Subject to the terms of the Equity Commitment Agreement,
the Backstop Parties have agreed to underwrite the full amount of
the Rights Offering.

The proposed capital structure for the Reorganized Debtors and
their parent entities, including post-Effective Date financing
arrangements that the Reorganized Debtors expect to enter into in
order to meet the working capital needs for their ongoing
business operations, are:

  -- Exit financing facility through an asset-based revolving
     credit facility with a commitment of at least $500 million.

  -- The equity in the Reorganized Debtors will be owned
     indirectly by holders of U.S. Roll-Up Term Loan Claims,
     European Roll-Up Term Loan Claims, European Term Loan
     Claims, participants in the Rights Offering, and the
     Backstop Parties, which, collectively, will own all of the
     New Common Stock outstanding as of the Effective Date.

  -- Subordinated, unsecured exchangeable notes distributed to
     participants in the Rights Offering and the Backstop
     Parties under the IntermediateCo Note Indenture
     in an aggregate principal amount equal to $45,000,000.

  -- Shares of IntermediateCo Preferred Stock, which will have
     an aggregate stated value of $5,000,000, will be sold by
     IntermediateCo to the Backstop Parties.

Mr. Demetriou relates that the industry in which the Debtors
operate is affected by numerous uncertainties.  According to Mr.
Demetriou, those uncertainties and other investment risks make it
difficult to determine a precise value for the Debtors and the
New Common Stock distributed under the Plan.  Mr. Demetriou tells
the Court that an Effective Date as late as October 31, 2010,
will not materially affect these estimates or the underlying
assumptions.  The estimated recoveries are based on these
assumptions:

  * The estimated enterprise value of the Debtors is $1 billion.

  * The estimated Plan Value, which is the estimated value of
    the equity of the Reorganized Debtors before giving effect
    to the Rights Offering, is $270.6 million.  Plan Value may
    be higher if the amounts deducted from the enterprise value
    under the formulas set forth in the Plan are less than
    expected.  The Plan Value, however, will not be lower than
    $221.7 million.

  * Of the Plan Value, $168.9 million is the estimated U.S. Plan
    Value, and $101.7 million is the estimated ADH Plan Value.
    The ADH Plan Value will be no less than $101.7 million, and
    a condition to the Plan provides that the U.S. Plan Value be
    no less than $120 million.

  * The amount of Cash required to be raised in the Rights
    Offering will be the Maximum Rights Offering Amount,
    $690 million.

                 Aleris Deutschland Holding

In order to facilitate the global restructuring of all of the
debt on the Debtors' balance sheet, the Debtors simultaneously
filed a voluntary petition for relief under Chapter 11 as well as
a Plan of Reorganization for its German holding company
subsidiary, Aleris Deutschland Holding GmbH, in the U.S.
Bankruptcy Court in Delaware.

ADH and its obligations are included as part of the overall
Aleris Plan of Reorganization.  ADH is a non-operating holding
company and has no employees or operating assets and conducts no
commercial business.  Accordingly, ADH's filing will have no
impact on the Debtors' operations in Germany or elsewhere in
Europe, which continue to operate outside of the U.S. bankruptcy
process, without interruption.

                 Summary of Classification and
                Treatment of Claims and Interest

A. Classification of Claims

Class                  Designation
-----                  -----------
U.S. Debtors Class 1   Priority Non-Tax Claims
U.S. Debtors Class 2   Other U.S. Secured Claims
U.S. Debtors Class 3   U.S. Roll-Up Term Loan Claims
U.S. Debtors Class 4   Convenience Claims
U.S. Debtors Class 5   General Unsecured Claims other than
                        Convenience Claims and Insured Claims
U.S. Debtors Class 6   U.S. Affiliate Claims
U.S. Debtors Class 7   Insured Claims
U.S. Debtors Class 8   Aleris Equity Interests
U.S. Debtors Class 9   Cancelled U.S. Equity Interests
U.S. Debtors Class 10  Other U.S. Equity Interests
ADH Class 1            German Tranche of U.S. DIP Loan Claims
ADH Class 2            European Roll-Up Term Loan Claims
ADH Class 3            European Term Loan Claims
ADH Class 4            Other ADH Claims
ADH Class 5            ADH Equity Interests

B. Treatment of Claims

                Estimated
Class           Recovery   Treatment
-----           ---------  ---------
U.S. Debtors      100%     Paid in full, in cash, on the later
Class 1                    of the Effective Date and as soon as
                           practicable after the Priority Non-
                           Tax Claim becomes allowed.

U.S. Debtors      100%     Reinstated or otherwise left
Class 2                    unimpaired

U.S. Debtors       28%     Pro Rata Share of one of the
Class 3                    following:
                           1. U.S. Roll-Up Stock and U.S.
                              Subscription Rights; or

                           2. Cash equal to the U.S. Plan Value

U.S. Debtors       25% to  Paid Cash equal to 25% of Allowed
Class 4            50%     Amount of Allowed Convenience Claim
                           on later of the Initial Distribution
                           Date and as soon as practicable after
                           the Convenience Claim becomes
                           allowed.

                           Eligible for an additional 25% payout
                           on the Final Distribution Date if
                           total Allowed Amount of
                           Administrative Expenses under Section
                           503(b)(9) of the Bankruptcy Code is
                           less than $6.5 million.

U.S. Debtors      0.3%     Pro Rata Share of $4 million in cash
Class 5

U.S. Debtors      100%     Reinstated or otherwise unimpaired
Class 6

U.S. Debtors   unknown     The holder of an Insured Claim may
Class 7                    elect to:

                           1. remain in U.S. Debtors Class 7 and
                           limit that holder's recovery on
                           account of its Allowed Insured Claim
                           to any Insurance Proceeds available
                           for that Claim;

                           2. have its Insured Claim be treated
                           under the Plan as a General
                           Unsecured Claim in U.S. Debtors
                           Class 5; or

                           3. have its Insured Claim be treated
                           under the Plan as a Convenience
                           Claim in U.S. Debtors Class 4

U.S. Debtors     0%        Cancelled
Class 8

U.S. Debtors
Class 9          0%        Cancelled

U.S. Debtors
Class 10        100%       Reinstated

ADH Class 1     100%       Paid in full, in cash, on the
                           Effective Date

ADH Class 2     Option 1:  Pro Rata Share of one of the
                100%       following:

                Option 2:  1. ADH Roll-Up Stock and the ADH
                94%           Roll-Up Subscription Rights, or

                           2. Cash equal to $25 million.

ADH Class 3     21%        Pro Rata Share of one of the
                           following:

                           1. ADH Term Loan Stock and the ADH
                              Term Loan Subscription Rights, or

                           2. Cash equal to the ADH Term Loan
                              Value

ADH Class 4    100%        Reinstated or otherwise left
                           unimpaired

ADH Class 5    100%        Reinstated

U.S. Debtors Classes 1, 2, 6 and 10, and ADH Classes 1, 4 and 5
are unimpaired.  U.S. Debtors Class 3, 4, 5, 7, 8 and 9, and ADH
Classes 2 and 3 are impaired.

U.S. Debtors Classes 1, 2, 6, 8, 9, 10, and ADH Classes 1, 4 and
5 are not entitled to vote.  U.S. Debtors Classes 3, 4, 5, 7, and
ADH Classes 2 and 3 are entitled to vote.

                      Reorganization Value

The Debtors have been advised by Moelis & Company LLC, their
financial adviser, with respect to the estimated enterprise value
of HoldCo on a going concern basis.  Solely for purposes of the
Plan, the analysis performed by Moelis indicates that the
estimated enterprise value of HoldCo, excluding cash in excess of
cash required to maintain appropriate liquidity, is within the
range of $925 million to $1,195 billion as of an assumed
Effective Date of June 1, 2010.

In preparing its analysis of the estimated enterprise value of
HoldCo, Moelis, among other analyses: (i) reviewed certain
historical financial information of the Debtors for recent years
and interim periods, including the most current financial results
through October 31, 2009; (ii) reviewed certain internal
financial and operating data of the Debtors, including
financial projections prepared and provided by management
relating to their business and their prospects; (iii) met with
certain members of senior management of the Debtors to discuss
the Debtors' operations and future prospects; (iv) reviewed
publicly available financial data and considered the market value
of public companies that Moelis deemed generally comparable to
the operating business of the Debtors; (v) considered certain
economic and industry information relevant to HoldCo and the
Reorganized Debtors; and (vi) conducted other studies, analysis,
inquiries, and investigations as it deemed appropriate.

                    Liquidation Analysis

The Debtors have prepared a Liquidation Analysis based on a
hypothetical liquidation under Chapter 7 of the Bankruptcy Code.
The Liquidation Analysis is a hypothetical exercise that has been
prepared for the sole purpose of generating a reasonable good-
faith estimate of the proceeds that would be realized if the
Debtors were liquidated in accordance with Chapter 7 of the
Bankruptcy Code.

Full-text copies of the U.S. Debtors and ADH Liquidation Analysis
as of September 30, 2009 are available for free at:

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

                    Plan Must be Approved

The Debtors believe that (i) through the Plan, creditors will
obtain a substantially greater recovery from the Debtors' estates
than the recovery that would be available if the Debtors' assets
were liquidated under Chapter 7 of the Bankruptcy Code, and (ii)
the Plan will afford them the opportunity and ability to continue
in business as a viable going concern.

The Debtors maintain that confirmation and implementation of the
Plan is preferable to any other alternatives because it will
provide the greatest recoveries to holders of claims.  In
addition, the Debtors add, other alternatives would involve
significant delay, uncertainty, and substantial additional
administrative costs.

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

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

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

                       Solicitation Schedule

The Debtors ask the Court to issue an order:

  (i) establishing procedures for the solicitation and
      tabulation of votes to accept or reject the Debtors' Joint
      Plan of Reorganization, dated February 5, 2010;

(ii) approve the forms of ballots for voting on the Plan;

(iii) establishing, for voting purposes only, a record date for
      the holders of claims; and

(iv) approving a form of subscription form and procedures
      associated with the rights offering of stock and notes
      that is contemplated under the Plan.

Pursuant to Section 1126 of the Bankruptcy Code and Rule 3018 of
the Federal Rules of Bankruptcy Procedures, the Debtors will
distribute solicitation materials with respect to the Plan to a
broad range of creditors and equity security holders asserting
claims against and holding interests in the Debtors, including
Priority Non-Tax Claims, Other U.S. Secured Claims, U.S. Roll-Up
Term Loan Claims, Convenience Claims, other General Unsecured
Claims, U.S. Affiliate Claims, Insured Claims, Aleris Equity
Interests, Wabash Alloys Equity Interests, Other U.S.Equity
Interests, European Roll-Up Term Loan Claims, European Term Loan
Claims, Other ADH Claims, and ADH Equity Interests.

To give as broad as possible notice of the Plan and Disclosure
Statement, the Debtors also intend to distribute Solicitation
Packages to all parties to prepetition executory contracts and
unexpired leases with the Debtors.  To facilitate distribution of
Solicitation Packages and the tabulation of votes, the Debtors
have proposed voting procedures, a full-text copy of which is
available for free at:

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

Some of the key features of the Voting Procedures are:

(A) Roll-Up Election

The Debtors will be soliciting votes from, among others, the
holders U.S. Roll-Up Term Loan Claims, U.S. Term Loan Claims,
European Roll-Up Term Loan Claims, and European Term Loan Claims.
In addition, pursuant to the "9019 Settlement" that is part of
the Plan, on the Effective Date, Oaktree and Apollo collectively
will be deemed to have rolled up $25 million in principal amount
of European Term Loan Claims and $242 million in principal amount
of U.S. Term Loan Claims.

(B) Debt Securities

The Voting Procedures contain customary procedures for the
distribution of Solicitation Packages to debt nominees and
provide for either "prevalidation" of individual Beneficial
Ballots or the compilation of Master Ballots by those Debt
Nominees.  If "prevalidated" Beneficial Ballots are not used,
individual Beneficial Ballots will be summarized on a Master
Ballot and then returned to the Special Voting Agent.

(C) Equity Interests

Under the Plan, no holders of Equity Interests in any of the
Debtors are entitled to vote, and accordingly, Ballots will not
be sent to any of those holders.

(D) The Voting Agents

The Debtors will be using two agents for the purposes of
distributing Solicitation Packages and tabulating votes on the
Plan.  Kurtzman Carson Consultants LLC is the entity that
developed the Debtors'computerized claims data base and will be
responsible for the distribution of Solicitation Packages to, and
tabulation of ballots received from, all entities other than the
holders of Debt Securities.  Financial Balloting Group LLC will
be responsible for the distribution of Solicitation Packages to
holders of Debt Securities and the tabulation of ballots received
from holders of Debt Securities.

(E) Aggregation of Multiple Unsecured Claims:

Each entity that holds or filed more than one General Unsecured
Claim against the U.S. Debtors will be treated as if that entity
has only one General Unsecured Claim against all the U.S.
Debtors, and the Unsecured Claims filed by that entity will be
aggregated and the total dollar amount of that entity's General
Unsecured Claims against the Debtors will be the sum of the
aggregated General Unsecured Claims of that entity.  A holder of
Debt Securities will have one vote with respect to all series of
Debt Securities held by it in an amount equal to the total amount
of all Debt Securities.

(F) Pending Objections

Consistent with the applicable provisions of the Bankruptcy Code
and the Bankruptcy Rules, the Voting Procedures provide that the
holders of claims that are the subject of objections that are
pending as of the Voting Record Date are not entitled to vote on
the Plan unless the Bankruptcy Court enters an order allowing
their claims by the Voting Deadline.

(G) Claimant's Voting Motion

Any holder of a claim that is not entitled to vote because its
claim is the subject of an objection pending before the
Bankruptcy Court or is entitled to vote but seeks to challenge
the amount of the allowed amount of the Claim for voting purposes
may file a Claimant's Voting Motion.  A Claimant's Voting Motion
must be filed on or before the 15th day after the later of (i)
service of the Confirmation Hearing Notice and (ii) service of
the notice of an objection, if any, to that Claim.

(H) Publication Notice

The Debtors will cause the Publication Notice, which will include
notice of the confirmation hearing and the opportunity to obtain
a Solicitation Package, as well as notice of the Administrative
Expense Bar Date, to be published once in The Wall Street
Journal, and to the extent reasonably practicable, once in each
of these publications:  Arizona Republic, Louisville Courier
Journal, Seattle Times, Dallas Morning News, Chicago Sun-Times,
Richmond Times Dispatch, Raleigh News & Observer, Cleveland Plain
Dealer, Columbus Dispatch, Terre Haute Tribune-Star, Tulsa World,
Saginaw News, Elyria Chronicle-Telegram, Gloucester County Times,
New Philadelphia Times Reporter, Wabash Plain Dealer, La Porte
Herald Argus, Bowling Green Daily News, Marietta Times, Bedford
Times-Mail, Gadsden Times, Buckhannon Record Delta, Loudon County
News-Herald, Shelbyville Times-Gazette, Dickson Herald, Macedonia
News Leader, Roxboro Courier-Times, Coldwater Daily Reporter,
Tipton Tribune, Roane County News, Beloit Daily News, Coeur
d'Alene Press Ashtabula Star Beacon and Hancock Clarion on a date
or dates not less than 30 days prior to the Confirmation Hearing.

The Debtors believe that the Voting Procedures provide for a fair
and equitable voting process.  The Debtors further believe that
the proposed Voting Procedures embody an orderly and logical
method for soliciting and tabulating the Ballots of those parties
entitled to vote as is contemplated by the Bankruptcy Code and
the Bankruptcy Rules.

                  About Aleris International

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

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

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


ALERIS INTERNATIONAL: Wants Final Bar Date for Admin. Claims
------------------------------------------------------------
Aleris International Inc. and its units ask the Court to (i) fix a
final date for claimants to file requests for payment of certain
administrative expenses that are entitled to priority under
Sections 503(b) and 507)(a)(1) of the Bankruptcy Code in the U.S.
Debtors' Chapter 11 cases, (ii) approve a proposed administrative
expense claim form, and (iii) establish notice procedures.

The U.S. Debtors ask the Court to enter an order directing that
the Administrative Expense Bar Date will be on the date that is
five business days after the date scheduled for the commencement
of the hearing on confirmation of the plan of reorganization.

The Debtors assert that because the amount of Administrative
Expense Claims asserted against the U.S. Debtors must be factored
into the calculation of Plan Value and because the Plan seeks to
discharge all claims against the U.S. Debtors arising prior to
the Effective Date, it is essential that the U.S. Debtors be able
to ascertain the amount of Administrative Expenses prior to
consummation of the Plan.

The Debtors propose that only those persons or entities asserting
any of these types of Administrative Expense Claims must file
proof of that Administrative Expense by the Administrative
Expense Bar Date:

  (a) Any Administrative Expense representing personal injury,
      property damage, or other tort claims against any of the
      U.S. Debtors;

  (b) Any Administrative Expense for breach of an obligation --
      contractual, statutory or otherwise -- by any of the U.S.
      Debtors, including any environmental liability;

  (c) Any Administrative Expense for amounts incurred by any of
      the U.S. Debtors after the Petition Date in the ordinary
      course of the U.S. Debtors' business if payment of those
      amounts is alleged to be overdue by at least 60 days as of
      the Confirmation Date;

  (d) Any Administrative Expense incurred by the U.S. Debtors
      outside the ordinary course of business or on other than
      ordinary business terms, except to the extent the
      incurrence of that Administrative Expense was approved by
      the Bankruptcy Court or represents fees and expenses of
      professionals arising under Sections 330, 331, 503(b)(2)-
     (5) of the Bankruptcy Code;

  (e) Any Administrative Expense representing an employee claim
      against any of the U.S. Debtors, other than (i) a claim
      for wages, benefits, pension or retirement benefits or
      expense reimbursement by an employee who is employed by
      that Debtor as of the Administrative Expense Bar Date or
     (ii) a grievance claim under any collective bargaining
      agreement to which that Debtor is a party.

All proofs of Administrative Expenses must be mailed, hand
delivered, or delivered by courier service to:

   Aleris Claims Processing
   c/o Kurtzman Carson Consultants LLC
   2335 Alaska Avenue, El Segundo, CA 90245

The Debtors further propose that if a holder of a Specified
Administrative Expense Claim is required to file a proof of claim
and fails to do so, then that Administrative Expense will be
barred and discharged, and the holder of that Administrative
Expense will have no right to assert that Administrative Expense
against the U.S. Debtors, their estates, or any of the
Reorganized Debtors.

                  About Aleris International

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

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

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


ALLIED CAPITAL: Shareholders Reject Prospect Capital Offer
----------------------------------------------------------
Allied Capital Corporation said its board of directors has
rejected the latest merger offer of Prospect Capital Corporation
because its terms are not "superior" to those provided in the
Company's merger agreement with Ares Capital.

In Prospect's offer, Allied shareholders would be receiving two
components of value: the shares of your stock and the ongoing
dividend stream.  While Prospect's revised offer does provide a
nominally higher initial premium, for a variety of reasons we
remain very concerned and sensitive to the likelihood that this
premium will be significantly reduced or even disappear. These
reasons include:

   * The higher than what we believe to be an appropriate level of
     execution risk, in particular given Prospect would be
     acquiring a much larger, more complex organization and the
     lack of requisite management depth to appropriately manage
     the combined assets;

   * Prospect's lack of proven access to additional debt of any
     form, combined with a poor track record of raising equity
     through highly dilutive equity capital transactions;

   * The high likelihood of a near term reduction in Prospect's
     dividend, and the anticipated negative impact to Prospect'
     stock price as a result; and

   * The weak credit quality of the Prospect portfolio, especially
     following the acquisition of Patriot Capital Funding Ltd

In this regard, the company noted that based on public information
as of December 31, 2009, approximately 12.8% of Prospect's
investment portfolio based on cost, and 5.6% based on fair value,
representing a total of 17 portfolio investments, were on non-
accrual status.

A full-text copy of the Company's response to Prospect is
available for free at http://ResearchArchives.com/t/s?52b2

Allied Capital (NYSE: ALD) - http://www.alliedcapital.com/-- is a
business development company that is regulated under the
Investment Company Act of 1940.  Allied Capital has a portfolio of
investments in the debt and equity capital of middle market
businesses nationwide.  Founded in 1958 and operating as a public
company since 1960, Allied Capital has been investing in the U.S.
entrepreneurial economy for 50 years.  Allied Capital has a
diverse portfolio of investments in 88 companies across a variety
of industries.

At September 30, 2009, the Company's consolidated balance sheets
showed $2.840 billion in total assets, $1.639 billion in total
liabilities, and $1.201 bilion in total shareholders' equity.

                       Going Concern Doubt

In its audit report on the Company's financial statements for the
fiscal year ended December 31, 2008, KPMG LLP, the Company's
independent registered public accounting firm, expressed
substantial doubt about the Company's ability to continue as a
going concern.  Prior to the Company's debt restructure, certain
events of default occurred under the Company's bank credit
facility and the Company's private notes.  These events of default
provided the respective lenders the right to declare immediately
due and payable unpaid amounts approximating $1.1 billion at
June 30, 2009.

With the completion of the comprehensive restructuring of the
Company's private notes and bank facility during the third quarter
of 2009, the factors that gave rise to the uncertainty about the
Company's ability to continue as a going concern have been
remediated.

                           *     *     *

As reported by the Troubled Company Reporter on January 26, 2010,
Standard & Poor's Ratings Services kept its 'BB+' long-term
counterparty credit rating and 'BB' senior unsecured debt rating
on Allied Capital Corp. on CreditWatch with positive
implications.  S&P also kept its 'BBB' long-term counterparty
credit rating on Ares Capital Corp. on CreditWatch with negative
implications.


ALTURA COMMUNITIES: Files for Bankruptcy with $40.6-Mil. in Debt
----------------------------------------------------------------
Altura Communities LLC filed for Chapter 11 bankruptcy with
$40.6 million in debt, according to Citizen-Times.com.

According to the source, the Company declared assets of only
$13,000.  Several creditors filed legal actions seeking collection
of debts, the report relates.

Altura Communities is a property developer.

The Company said funding will be in place in the next few weeks to
continue development of its community north of the Metropolitan
Sewerage District treatment plant.


AMERICAN INT'L: Taps Major Banks for Hong Kong IPO of AIA Unit
--------------------------------------------------------------
Kennix Chim and Fiona Lau at Reuters, citing banking sources,
report that American International Group has brought on board
Citigroup; Credit Suisse; Goldman Sachs; BofA Merrill Lynch; UBS;
CCB International; and ICBC International to underwrite the public
listing of American International Assurance, its Asian life
insurance unit, in Hong Kong.

Sources told Reuters the IPO could raise more than $10 billion and
could become Hong Kong's biggest IPO since 2006.  Reuters says one
source close to the AIA deal expects AIG to raise $10 billion to
$15 billion.  Others, according to Reuters, said the IPO proceeds
could even go as high as $20 billion, depending on how much of the
company is sold.

Reuters says AIG had already chosen Deutsche Bank and Morgan
Stanley as joint global coordinators for the offering.

Reuters says investment bankers in Hong Kong have been anxiously
awaiting the choice of underwriters as a $10 billion IPO, at a
standard 3% charge, could generate around $300 million in fees.

Reuters says AIA was slated to hold an analysts' presentation to
its bookrunners on Friday and is eyeing an end-March listing
hearing from the Hong Kong Stock Exchange.  One of the sources
told Reuters the IPO roadshow is expected to start in mid-April.

                             About AIG

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

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

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


AMERICAN INT'L: New Incentive Scheme Won't Satisfy Regulators
-------------------------------------------------------------
The Deal's Maria Woehr reports Maurice Toueg, a partner at
Capstone Partnership, says that American International Group's new
bonus-grading system may entice new talent to the firm, but it
won't likely satisfy regulators.

Citing The Wall Street Journal's Serena Ng and Joann S. Lublin,
the Troubled Company Reporter on February 11, 2010, said AIG is
revising its annual incentive pay scheme to employees -- moving
away from the controversial retention bonuses based on length of
service.  According to the Journal's report, the new initiative,
called a "forced distribution" system, is being pushed by Chief
Executive Robert Benmosche.  Under the new plan, thousands of AIG
employees will be ranked on a scale of 1 to 4 based on their
performance relative to their peers, and their annual variable
compensation, which may include bonuses, will be determined by
their rank.  Individuals ranked in the top 10% will get far more
relative to their peers.

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

"I want to make sure we're paying the best people for their
performance," he said in an interview Wednesday, according to the
Journal.

                             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: Paul Luber Elected by Board as Director
--------------------------------------------------------
The board of directors of American Locker Group Incorporated
elected Paul B. Luber to serve as a director of the Company to
serve until the next Annual Meeting of Stockholders of the Company
and until his successor is duly elected and qualified.
Mr. Luber's appointment fills an existing vacancy on the Company's
board of directors.

From 2000 through 2008, Mr. Luber served as CEO of The Jor-Mac
Company.  From 2008 until the present, he has served as President
and CEO of The Jor-Mac Company.  The Jor-Mac Company is a contract
manufacturer of engineered metal fabrications that serves Fortune
1000 and middle market Original Equipment Manufacturers throughout
the United States, Canada, Mexico and Brazil.

Mr. Luber also serves as an active investor, board member, advisor
and partner in other operating businesses and non-profit entities.
He serves as a Regent at the Milwaukee School of Engineering.  Mr.
Luber earned a degree in Mechanical Engineering and Master of
Business Administration from the University of Wisconsin --
Madison.


AMERICAN LOCKER: President to Get $170,000 Annually for 3 Years
---------------------------------------------------------------
American Locker Group Incorporated entered into a new Employment
Agreement with its president Paul M. Zaidins.  This Agreement is
effective as of February 1, 2010.

The agreement provides for an employment term of three years.
Mr. Zaidins will receive a gross annual salary of $170,000 and he
is also entitled to participate in all of the Company's employee
benefit plans, subject to restrictions.

If Mr. Zaidins terminates his employment for good reason, or if
the Company terminates Mr. Zaidins' employment for any reason
other than cause, death or disability, then Mr. Zaidins would be
entitled to receive severance in an amount equal to his then
current base salary for a period of twelve months.

The Employment Agreement also includes provisions with respect to
the protection of the Company's confidential and proprietary
information and prohibits Mr. Zaidins from soliciting employees or
customers and from engaging in certain competitive activities.

                    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.


AMIDEE CAPITAL: Has Interim Access to Lenders Cash Collateral
-------------------------------------------------------------
The Hon. Richard S. Schmidt of the U.S. Bankruptcy Court for the
Sothern District of Texas authorized, on an interim basis, Amidee
Capital Group, Inc., et al., to use cash collateral of Sterling
Bank, Lone Star Bank, and National Guardian Life Insurance
Company.

A final hearing on the Debtors' cash collateral use will be held
on February 23, 2010, at 2:00 p.m., in Corpus Christi.  The
Debtors are required to serve a proposed budget before
February 17, 2010.  Objections, if any, are due on February 19,
2010, at 5:00 p.m. (Central Standard Time.)

As reported in the Troubled Company Reporter on January 26, 2010,
the cash collateral consists of the postpetition receivables,
rents and proceeds generated by the operation of the cash
collateral properties -- the Commercial Acreage, the Rent Houses,
Coastal Breeze, Park Place, Oak Pointe, Sylvanfield Office
Building, and Harbour Glen.

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

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the prepetition lenders: (i)
replacement liens; and (ii)  superpriority administrative expense
claims.

As additional adequate protection to Lone Star Bank and Sterling
Bank, on or before February 22, 2010, the Debtors will make
payments to be applied to the balance due to the lenders.

The Debtors will also continue to maintain insurance with respect
to all prepetition and postpetition collateral, both real and
personal property.

Houston, Texas-based Amidee Capital Group, Inc., is a Texas
corporation formed in 2003 to acquire, renovate, operate and
resell real property.  The Company filed for Chapter 11 bankruptcy
protection on January 17, 2010 (Bankr. S.D. Tex. Case No. 10-
20041).  The Company's affiliates -- Amidee 2006 Preferred Real
Estate Income Program, Ltd., et al. -- filed separate Chapter 11
petitions.  Matthew Scott Okin, Esq., at Okin Adams & Kilmer 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.


AMIDEE CAPITAL: Taps Okin Adams to Handle Reorganization Case
-------------------------------------------------------------
Amidee Capital Group, Inc., et al., ask the U.S. Bankruptcy Court
for the Southern District of Texas for permission to employ Okin
Adams & Kilmer LLP as counsel.

OAK will, among other things:

   a) advise the Debtors with respect to their rights, duties and
      powers in the Chapter 11 case;

   b) assist and advise the Debtors in their consultations
      relative to the administration of the case; and

   c) assist the Debtors in analyzing the claims of the creditors
      and in negotiating with the creditors;

Matthew Scott Okin, Esq., a partner at OAK, tells the Court that
OAK received a retainer of $25,000 and an additional retainer
deposit of $50,000 on January 15, 2010.  OAK applied $36,121 in
fees and $11,616 in expenses to the retainer.  After application
to prepetition fees and expenses, the retainer balance is
$27,262.

Mr. Okin assures the Court that OAK is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Okin can be reached at:

     Okin Adams & Kilmer LLP
     1113 Vine Street, Suite 201
     Houston, TX 77002
     Tel: (713) 228-4100
     Fax: (888) 865-2118

Houston, Texas-based Amidee Capital Group, Inc., is a Texas
corporation formed in 2003 to acquire, renovate, operate and
resell real property.  The Company filed for Chapter 11 bankruptcy
protection on January 17, 2010 (Bankr. S.D. Tex. Case No. 10-
20041).  The Company's affiliates -- Amidee 2006 Preferred Real
Estate Income Program, Ltd., et al. -- filed separate Chapter 11
petitions.  Matthew Scott Okin, Esq., at Okin Adams & Kilmer 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.


APPLETON PAPERS: Inks $100-Mil. 5-Year Revolver with Fifth Third
----------------------------------------------------------------
Appleton Papers Inc. on February 8, 2010, entered into a new
revolving credit agreement provided by a syndicate of banks and
other financial institutions, with Fifth Third Bank as
administrative agent, swing line lender and L/C issuer.

The Revolving Credit Facility consists of a five-year secured
revolving credit facility of up to $100 million for revolving
loans that includes:

     -- a letter of credit sub-facility of up to $25 million; and
     -- a swing line sub-facility of up to $5 million.

In addition, the Revolving Credit Facility contains an uncommitted
accordion feature that allows the Company to increase the size of
the Revolving Credit Facility by up to $25 million if the Company
can obtain commitments for the incremental amount.

The Company's borrowings under the Revolving Credit Facility
initially bear interest at the Company's option at either base
rate plus 3.00% or LIBOR plus 4.00% per annum.  Thereafter, the
interest rate payable under the Revolving Credit Facility may be
reduced based on measures of the Company's average monthly unused
availability as defined in the Revolving Credit Facility.

The borrowings under the Revolving Credit Facility are limited up
to the sum of (a) 85% of the net amount of the Company's eligible
accounts receivable and (b) the lesser of (i) 70% of the net
amount of the Company's eligible raw materials and finished goods
inventory or (ii) 85% of the net orderly liquidation value of such
inventory.

Appleton Papers Canada Ltd., PDC, each of PDC's existing and
future wholly owned domestic and Canadian subsidiaries (other than
the Company) and each other subsidiary of PDC that guarantees the
Company's Senior Secured Notes guarantee the Company's obligations
under the Revolving Credit Facility.  The Revolving Credit
Facility and the Revolver Guarantees are secured by (a) a senior
first priority security interest in the RCF Priority Collateral,
which also secures the Senior Secured Notes and the Note
Guarantees on a junior first priority basis and (b) a junior first
priority security interest in the Notes Priority Collateral, which
also secures the Senior Secured Notes and the Note Guarantees on a
senior first priority basis.

The Revolving Credit Facility contains affirmative and negative
covenants customary for similar credit facilities, which among
other things, require that the Company meet a minimum fixed charge
coverage ratio under certain circumstances and restrict the
Company's ability and the ability of the Company's subsidiaries,
subject to certain exceptions, to do the following:

     -- incur liens;
     -- incur or guarantee additional indebtedness;
     -- make restricted payments;
     -- engage in transactions with affiliates; and
     -- make investments.

The Revolving Credit Facility contains customary events of
default.

A full-text copy of the Revolving Credit Facility is available at
no charge at http://ResearchArchives.com/t/s?52b6

On February 8, 2010, the Company, PDC, American Plastics Company,
Inc. and New England Extrusion Inc. entered into a guarantee and
collateral agreement in favor of the Administrative Agent.  The
U.S. Grantors granted a senior first priority security interest in
the RCF Priority Collateral and a junior first priority security
interest in the Notes Priority Collateral to secure the prompt and
complete payment, observance and performance of, among other
things, their respective obligations under the Revolving Credit
Facility.

On February 8, 2010, Appleton Papers Canada Ltd. entered into a
guarantee and collateral agreement in favor of the Administrative
Agent.  The Canadian Grantor granted a senior first priority
security interest in the RCF Priority Collateral and a junior
first priority security interest in the Notes Priority Collateral
in order to secure the prompt and complete payment, observance and
performance of, among other things, its obligations under the
Revolving Credit Facility.

                       About Appleton Papers

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

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

                           *    *    *

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


APPLETON PAPERS: Issues $305 Million in New 10.50% Secured Notes
----------------------------------------------------------------
Appleton Papers Inc. on February 8, 2010, issued $305,000,000
aggregate principal amount of new 10.50% Senior Secured Notes due
2015.  The Senior Secured Notes were issued pursuant to an
indenture, dated as of February 8, 2010, among the Company, each
of the guarantors and U.S. Bank National Association, as trustee
and collateral agent.

The Senior Secured Notes mature on June 15, 2015.  The Senior
Secured Notes will accrue interest from the issue date at a rate
of 10.50% per year and will be payable in cash semi-annually in
arrears on each June 15 and December 15, commencing on June 15,
2010.

The Company's obligations under the Senior Secured Notes are
guaranteed by Paperweight Development Corp. and certain of
the Company's present and future subsidiaries.  The Note
Guarantees are senior secured obligations of the Note Guarantors.
The Senior Secured Notes and the Note Guarantees rank senior in
right of payment to all of the Company's and the Note Guarantors'
existing and future subordinated indebtedness and equally in right
of payment with all of the Company's and the Note Guarantors'
existing and future senior indebtedness.

In addition, the Senior Secured Notes and the Note Guarantees are
effectively senior to the indebtedness and guarantees under the
Company's revolving credit facility to the extent of the value of
the Notes Priority Collateral securing such indebtedness and
guarantees and are effectively subordinated to the indebtedness
and guarantees under the Revolving Credit Facility to the extent
of the value of the RCF Priority Collateral securing such
indebtedness and guarantees.

Appleton Papers on February 8, 2010, entered into a new revolving
credit agreement provided by a syndicate of banks and other
financial institutions, with Fifth Third Bank as administrative
agent, swing line lender and L/C issuer.  The Revolving Credit
Facility consists of a five-year secured revolving credit facility
of up to $100 million.

The Senior Secured Notes and the Note Guarantees are secured by:

     (a) a senior first priority security interest in
         substantially all of the Company's and the Note
         Guarantors' existing and future fixed assets (principally
         consisting of equipment, owned real property and certain
         related intangible assets, in each case subject to
         limited exceptions), which also secures the Revolving
         Credit Facility on a junior first priority basis; and

     (b) a junior first priority security interest in
         substantially all of the Company's and the Note
         Guarantors' other existing and future assets, including
         cash, accounts receivable, deposit accounts, inventory,
         general intangible assets (consisting primarily of
         intellectual property) and the capital stock of the
         Company and the Note Guarantors (other than PDC), in
         each case subject to certain exceptions -- RCF Priority
         Collateral -- which also secures the Revolving Credit
         Facility on a senior first priority basis.

The collateral securing the Senior Secured Notes is subject to
certain permitted liens and does not include certain excluded
assets, including: (i) assets over which the granting or
perfection of a security interest in such assets would violate any
applicable law or the provisions of the respective contract to be
pledged (except to the extent applicable law renders such
provisions unenforceable), (ii) leaseholds and (iii) certain other
customary exceptions.

On or prior to February 7, 2013, the Company may, subject to
certain limitations, use the net cash proceeds from certain equity
offerings to redeem up to 35% of the aggregate principal amount of
the Senior Secured Notes, at 110.50% of the principal amount
thereof, plus accrued and unpaid interest to the applicable
redemption date.  On or after February 8, 2013, the Company may
redeem the Senior Secured Notes, in whole or in part, at the
redemption prices set forth in the Indenture, plus accrued and
unpaid interest to the applicable redemption date.

If the Company experiences specified change of control events, the
Company must offer to repurchase the Senior Secured Notes at a
repurchase price equal to 101% of the principal amount thereof,
plus accrued and unpaid interest, if any, to the date of
repurchase.

If the Company sells certain assets, the Company may, under
certain circumstances, be required to use a portion of the net
proceeds therefrom to offer to repurchase the Senior Secured Notes
at a price equal to 100% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the date of repurchase.

The Indenture governing the Senior Secured Notes contains
covenants that, among other things, restrict the Company's and
PDC's ability, and the ability of the Company's restricted
subsidiaries, to:

     -- sell or lease certain assets or merge or consolidate with
        or into other companies;

     -- incur or guarantee additional debt;

     -- create liens;

     -- pay dividends or make other distributions;

     -- redeem subordinated debt or make other restricted payments
        and investments;

     -- place restrictions on the ability of certain of the
        Company's subsidiaries to pay dividends or other payments
        to the Company;

     -- enter into sale and leaseback transactions;

     -- amend particular agreements relating to the Company's
        transaction with the Company's former parent Arjo Wiggins
        Appleton Limited and the employee stock ownership plan;
        And

     -- enter into transactions with affiliates.

The covenants are subject to important exceptions and
qualifications set forth in the Indenture.

The Indenture provides for customary events of default. In the
case of an event of default arising from specified events of
bankruptcy or insolvency, all outstanding Senior Secured Notes
will become due and payable immediately without further action or
notice.  If any other event of default under the Indenture occurs
and is continuing, the Trustee or holders of at least 25% in
aggregate principal amount of the then outstanding Senior Secured
Notes may declare all the Senior Secured Notes to be due and
payable immediately.

On February 8, 2010, the Company, PDC, American Plastics Company,
Inc. and New England Extrusion Inc. entered into a collateral
agreement in favor of the Collateral Agent.  The U.S. Grantors
granted a senior first priority security interest in the Notes
Priority Collateral and a junior first priority security interest
in the RCF Priority Collateral to secure the prompt and complete
payment, observance and performance of, among other things, their
respective obligations under the Indenture governing the Senior
Secured Notes.

On February 8, 2010, Appleton Papers Canada Ltd. entered into a
collateral agreement in favor of the Collateral Agent.  The
Canadian Grantor granted a senior first priority security interest
in the Notes Priority Collateral and a junior first priority
security interest in the RCF Priority Collateral in order to
secure the prompt and complete payment, observance and performance
of, among other things, its obligations under the Indenture
governing the Senior Secured Notes.

                       About Appleton Papers

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

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

                           *    *    *

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


ARLIE & CO: Has Interim Access to Prepetition Lenders Cash
----------------------------------------------------------
The Hon. Albert E. Radcliffe of the U.S. Bankruptcy Court for the
District of Oregon authorized, on an interim basis, Arlie &
Company to access cash collateral in which Bank of America,
Century bank, Siuslaw Bank, Summit Bank, Umpqua Bank, and
Washington Federal claim a security interest in.

A final hearing on the Debtor's access to cash collateral will be
held on March 1, 2010, at 10:00 a.m. at Courtroom No. 4, Wayne L.
Morse Courthouse, 405 east 8th Avenue, Suite 1100, Eugene, Oregon.

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

As reported in the Troubled Company Reporter on February 4, 2010,
in exchange for using the cash collateral, the Debtor will grant
the prepetition lenders replacement security interest in and
lien upon Debtor's property and revenue from each of Debtor's
properties in which each respective lender held a valid and
perfected prepetition lien and security interest.  The lenders'
replacement security interest and lien upon the assets from and
after the petition date will be of the same category, kind,
character, and description as were subject to perfected and valid
security interest in existence on the petition date.  The adequate
protection lien granted to the lenders will not enhance or improve
the position of any lender.  Debtor believes the value of the real
property securing the indebtedness owing to each lender exceeds
the amount of the indebtedness to each lender.

                       About Arlie & Company

Eugene, Oregon-based Arlie & Company -- http://www.arlie.com/--
is a property developer.  It is doing business as DHF Corp., and
formerly dba Arlie Land and Cattle Company and Crescent Village
Community Gardens, LLC.

The Company filed for Chapter 11 bankruptcy protection on
January 20, 2010 (Bankr. D. Ore. Case No. 10-60244).  Albert N.
Kennedy, Esq., at Tonkon Torp LLP in Portland, Oregon, assists the
Company in its restructuring effort.  The Company listed
$100,000,001 to $500,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


ARTHUR FEFFERMAN: Organizational Meeting to Form Panel on Feb. 17
-----------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on February 17, 2010, at
11:00 a.m. in the bankruptcy case of Arthur Fefferman.  The
meeting will be held at United States Trustee's Office, One Newark
Center, 14th Floor, Room 1401, Newark, NJ 07102.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Arthur Fefferman filed for chapter 11 bankruptcy protection on
December 22, 2008 (Bankr. D. N.J. Case No. 10-11059).  Judge
Morris Stern presides over the case.  The Debtors' general
restructuring counsel is Cole, Schotz, Meisel, Forman & Leonard.
When Mr. Fefferman filed for bankruptcy, the Debtors listed
estimated assets of more than $1 million and estimated debts of
$50 million to $100 million.


ASAT HOLDINGS: Shareholders Push for Voluntary Winding Up
---------------------------------------------------------
ASAT Holdings Limited said the shareholders have passed
resolutions to the effect that the Company be placed into
voluntary winding up and that Kris Beighton of KPMG be appointed
joint voluntary liquidators of the Company.  Since the Company is
insolvent, the liquidators will be applying to the Grand Court of
the Cayman Islands for court supervision over the liquidation
process.

                    About ASAT Holdings Limited

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

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

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


ASI TECHNOLOGY: Reports $93,000 Net Loss in December Quarter
------------------------------------------------------------
ASI Technology Corporation reported a net loss of $93,339 on
revenues of $14,335 for the three months ended December 31, 2009,
compared with a net loss of $91,261 on revenues of $47,476 for the
comparable three months of the year prior.

The Company recognized direct lease financing income of $14,178
for the three months ended December 31, 2009, compared to $46,303
of interest and fees on real estate notes for the same period of
the prior year.  The reduction in interest and fee income was the
result of the reduced balance of the direct financing lease
compared to interest paying notes in the prior year's first
quarter.  At December 31, 2009, no real estate notes were
outstanding and the Company's only current source of interest and
fee income is from its direct financing lease.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed $3,081,137 in total assets, $181,013 in total liabilities,
and $2,900,124 in total stockholders' equity.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://researcharchives.com/t/s?52c1

                       Going Concern Doubt

The Company has incurred losses in each of the last two years
primarily as a result of note losses and has limited funds and
liquidity with which to operate.  While management has reduced
some operating costs due to reduced specialty finance activity,
its operating plans will likely require additional funds.  "There
can be no assurance that any additional funds will be available."

                       About ASI Technology

Based in Henderson, Nevada ASI Technology Corporation (OTC BB:
ASIT) -- http://www.asiplasma.com/--is a specialty finance
company providing commercial and venture capital financing.  The
Company's limited other activity has been focused on the
development of plasma technology for sterilization and
decontamination.


ATCHLEY APPLIANCE: Files for Chapter 11 Bankruptcy in Florida
-------------------------------------------------------------
Atchley Appliance & TV filed for Chapter 11 bankruptcy in the U.S.
Bankruptcy Court for the Middle District of Florida, according to
news-journalonline.com.

The Company, the report notes, said it aims to secure a court-
approved financial reorganization plan.

The Company said it owes $673,371 for stock purchases to Louis D.
Atchley Revocable Trust; $578,710, Riverside National Bank;
$392,000, GE Commercial Distribution Finance Corp.; for $386,146,
Pinnacle Bank; $214,000, TFC Inventory Finance; $150,000, John
Rupp; and $150,000, Nova Shoppes, report says.

A meeting of creditors is set for March 17, 2010.  Deadline to
file claims against the company is slated for June 15, 2010, and
mid-August for governmental units, report relates.

Atchley Appliance & TV operates a retail appliance and electronics
company.


AVERION INTERNATIONAL: Won't Be Able to Pay Notes Due October
-------------------------------------------------------------
Averion International Corp. reported net income of $471,000 on
total revenue of $19.0 million for the three months ended
September 30, 2009, compared with a net loss of $2.0 million on
total revenue of $18.1 million for the same period of 2008.  The
change is primarily due to reductions in direct costs and SG&A
expense.

Net service revenue for the three months ending September 30,
2009, increased $1.4 million to $17.3 million as compared with
$15.9 million for the three months ending September 30, 2008.  The
2009 results include $2.1 million in previously deferred revenue
recognized as a large contract was signed during July of 2009.

                       Nine Months Results

For the nine months ended September 30, 2009, the Company reported
a net loss of $1.7 million on total revenue of $54.5 million,
compared to a net loss of $5.4 million on total revenue of
$56.7 million a year ago.

Net service revenue for the nine months ending September 30, 2009,
decreased $1.5 million to $48.9 million as compared with
$50.3 million for the nine months ending September 30, 2008.  The
2008 results include $3.3 million in previously deferred revenue
recognized as a large contract was signed during June 2008.

Direct expenses decreased by $3.0 million to $26.3 million for the
nine months ended September 30, 2009 from $29.3 million for the
nine months ended September 30, 2008.

SG&A expenses for the nine months ended September 30, 2009, were
$14.8 million or 30% of net service revenue, as compared to
$18.3 million or 36% of net service revenue for the nine month
period ended September 30, 2008.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $63.1 million in total assets and $64.7 million in total
liabilities, resulting in a $1.6 million shareholders' deficit.

The Company's consolidated balance sheets also showed strained
liquidity with $24.8 million in total current assets available to
pay $29.6 million in total current liabilities.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://researcharchives.com/t/s?5263

                 Liquidity and Capital Resources

Absent a material adverse change in the level of its new business
bookings or contract cancellations, the Company believes that its
existing capital resources together with cash flow from operations
will be sufficient to meet its operating needs for the next twelve
months.

At September 30, 2009, the Company had cash and cash equivalents
of $5.8 million as compared to $2.4 million at September 30, 2008,
an increase of $3.4 million.  The Company's expected primary cash
needs on both a short and long-term basis are for working capital,
payment of interest and principal on outstanding notes, expansion
of services, capital expenditures, possible future acquisitions,
geographic expansion, and other general corporate purposes.

Net cash provided by operating activities was $2.2 million for the
nine months ended September 30, 2009, an increase of $3.0 million
from the corresponding 2008 period.

The amount of non-cash charges included in net loss from
operations during the nine months ended September 30, 2009, was
$7.2 million as compared to $7.5 million during the nine months
ended September 30, 2008.  The change in net operating assets used
$3.3 million in cash during the nine months ended September 30,
2009, primarily due to a reduction in customer deposits and
accounts payable, partially offset by collections on unbilled
accounts receivable and accounts receivable and an increase of
compensation related accruals.  The change in net operating assets
used $2.9 million in cash during the nine months ended
September 30, 2008, primarily due to a net increase in unbilled
and billed accounts receivable as well as a reduction in accrued
liabilities as the Company paid down expenses associated with the
Hesperion acquisition.  These uses of cash were partially offset
by an increase in customer deposits during that same period.
Approximately $2.0 million in operating cash was used during 2009
to pay interest on the Company's Senior Notes.

Net cash used by investing activities was $323,000 during the nine
months ended September 30, 2009, compared to $1.0 milion used in
investing activities for the nine months ended September 30, 2008.
Net cash used in investing activities during 2009 was comprised
primarily of outlays for the purchase of capital equipment and was
significantly lower as compared to the 2008 period due to the
integration activities of the Hesperion acquisition during 2008.
In addition, the Company was able to reduce balances on
outstanding lease deposits which contributed to the favorable
period over period variance.

Net cash used by financing activities was $413,000 for the nine
months ended September 30, 2009, compared with net cash used by
financing activities of $3.2 million for the nine months ended
September 30, 2008.  The decrease was attributable to the payment
of approximately $3.0 million to Cerep in January 2008, which
represented a deferred portion of the purchase price related to
the October 2007 acquisition of Hesperion, and $2.2 million in
payments on the Company's Junior notes offset by a $2.0 debt
issuance in June of 2008.

The Company issued Senior Secured Notes in connection with the
Hesperion financing transaction during October and November of
2007.  The Senior Secured Notes have a principal amount at
maturity of $26.0 million and interest is due and payable
quarterly in arrears in the amount of 3% for the first year, 10%
for the second year and 15% for the third year.  The entire unpaid
principal balance plus all accrued and unpaid interest is due and
payable by October 31, 2010.  The Company issued additional Senior
Secured Notes in connection with a financing transaction during
June of 2008.  The additional Senior Secured Notes have a
principal amount at maturity of $2.0 million and interest is due
and payable quarterly in arrears in the amount of 3% for the first
four months, 10% for the next twelve months and 15% for the final
twelve months.  The entire unpaid principal balance plus all
accrued and unpaid interest is due and payable by October 31,
2010.

                     May Not be Able to Repay
               Senior Secured Notes In October 2010

The Company relates that it currently does not have the funds
necessary to enable it to repay the Senior Secured Notes when they
come due in October of 2010, and the Company does not anticipate
generating such funds through operations.  If the Company (i) is
unable to make any future interest payments as they may come due,
or (ii) is unable to refinance the Senior Secured Notes or
otherwise enter into another strategic transaction prior to the
date on which the Senior Secured Notes become due and payable,
then in each case the holders of such Senior Secured Notes will
have the right to initiate liquidation proceedings against the
Company and foreclose on the Company's assets.  The Company is
actively exploring strategic alternatives, including possible
restructuring of its outstanding debt, raising additional capital,
and ways to further decrease its operating expenses. To this end,
the Company's Board of Directors has appointed a Special Committee
of independent directors to assess the fairness of any negotiation
with the Company's debt holders and to explore alternative
strategic possibilities.

                   About Averion International

Headquartered in Southborough, Massachusetts, Averion
International Corp. (OTC: AVRO) -- http://www.averionintl.com/--
is an international clinical research organization focused on
providing its clients with global clinical research services and
solutions throughout the drug development lifecycle.  The Company
serves a variety of clients in the pharmaceutical, biotechnology
and medical device industries.

Averion International Corp. was originally organized under the
name Clinical Trials Assistance Corporation.  The Company acquired
IT&E International Corporation, a provider of staffing services to
the life sciences industry, and changed the corporate name from
Clinical Trials to IT&E International Group.  On July 31, 2006,
the Company acquired Averion Inc., a CRO that provided clinical
research services for Phase I through Phase IV clinical trials,
with a focus in medical devices, oncology, dermatology, nephrology
and other complex medical conditions.  On September 21, 2006, the
Company changed its name to Averion International Corp.  On
October 3, 2007, the Company sold its former staffing services
operating segment to members of management of that operating
segment.  On October 31, 2007, the Company acquired Hesperion AG,
an international CRO based in Switzerland.


BAYARD SPECTOR: Court to Hear HWMG's Dismissal Motion on March 1
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
will consider at a hearing March 11, 2010, at 2:30 p.m., HWMG
Investments, LLC's motion to dismiss the Chapter 11 case of Bayard
William Spector.  The hearing will be held at Claude Pepper
Federal Bldg., 51 SW First Ave., Room 1406, Miami Florida.

HWMG loaned the Debtor $9,500,00 to fund the Debtor's development
of its Dania Beach Property.

Shutts & Bowen LLP, a representative of HWMG, asked for the
dismissal of the Debtor's Chapter 11 case, relating that:

   -- based on the Debtor's substantial lack of equity in the real
      property, the Debtor's lack of any disposable income and the
      current economic conditions affecting the real estate
      market, the Debtor has no reasonable hope of reorganizing
      this property by refinancing it or selling it for a price
      that will satisfy the liens;

   -- the real property does not produce any cash flow to pay a
      market rate of interest on the obligation owed to HWMG or
      otherwise fund a Chapter 11 plan.

In the alternative, HWMG sought complete relief from the automatic
stay so that HWMG may pursue its in rem rights and remedies with
respect to the loan documents including, without limitation,
continuation of the Foreclosure Action through and including the
sale of the property and the disbursement of the sale proceeds in
accordance with applicable law.

Miami, Florida-based Bayard William Spector -- aka Bayard W.
Spector, Bayard William Bector, Bayard W. Bector, W Bayard
Spector, and Spector Bayard -- filed for Chapter 11 bankruptcy
protection on November 2, 2009 (Bankr. S.D. Fla. Case No. 09-
34183).  The Debtor listed $50,000,001 to $100,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


BCBG MAX: S&P Raises Corporate Credit Rating to 'B'
---------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Vernon, California-based BCBG Max Azria
Group Inc. to 'B' from 'B-' on improved performance and
significantly better credit metrics expected at fiscal year-end
2009.  In addition, S&P raised the issue-level rating on BCBG's
term loan to 'B' from 'B-'.  The recovery rating remains '4',
indicating S&P's expectation for average (30%-50%) recovery of
principal in the event of default.

"The ratings on BCBG Max Azria Group Inc. reflect its
participation in the highly competitive and fragmented apparel
retailing industry and a very highly leveraged structure that
results in thin cash flow protection measures," said Standard &
Poor's credit analyst Jackie Oberoi.

In terms of financial risk, the 2006 acquisition of Max Rave for
about $46 million and the assumption of related leases resulted in
a meaningful increase in debt leverage.  For domestic operations
alone, S&P expects debt to EBITDA for fiscal year 2009 to remain
high at about 5.4x, but this shows significant improvement from
leverage of more than 9x the prior year.  S&P believes that
leverage is somewhat higher when international operations are
included.  S&P expects similar improvement in interest coverage at
year-end, with coverage of about 2x expected compared with just 1x
one year ago.  The metrics strengthened primarily because of
EBITDA contribution by the company's wholesale division, which has
been successful and for which there is a contract with Wal-Mart
Stores.

BCBG Max Azria, the core brand, historically has accounted for the
majority of total revenues and earnings.  It maintained
satisfactory comparable-store sales growth until the third quarter
of fiscal 2008, during which retail sales weakened and comparable-
store sales turned negative.  Trends remained weak during 2009
because of the poor U.S. economy.  Profitability remains under
pressure because of higher operating costs for brand and
advertising development, costs associated with new store
development, and an increase in BCBG's lower margin wholesale
sales.  Moreover, S&P believes the brand faces stiff competition
from numerous other apparel names, both in the department store
channel and at other specialty retailers.

Max Rave, acquired in 2006, has had recent success with its
wholesale line to Wal-Mart, which S&P expects to result in
positive EBITDA for this division for the year.  S&P expects Max
Rave wholesale revenues to become a much larger part of BCBG's
overall business going forward.  Nevertheless, S&P is concerned
that sustainability over the long term is uncertain because of the
keen competition and the fickle nature of Max Rave's core teenage
customers.


BERNARD MADOFF: Brother, Sons Face Criminal Tax-Fraud Cases
-----------------------------------------------------------
According to reports, federal prosecutors in Manhattan are
pursuing criminal tax-fraud cases against Bernard Madoff's
brother, Peter, and sons Mark and Andrew.

Peter Madoff was the chief compliance officer of Bernard L. Madoff
Investment Securities LLC.  Mark and Andrew Madoff helped run the
firm's market-making division, which was separate from the
investment arm where Bernard Madoff perpetrated his multibillion-
dollar Ponzi scheme.  They all have denied knowledge of the fraud.

The Wall Street Journal's Amir Efrati reports that lawyers for
Peter Madoff, who is in his 60s, didn't respond to requests for
comment about the tax-fraud probe.  Martin Flumenbaum, Esq., at
Paul, Weiss, Rifkind, Wharton & Garrison LLP, lawyer for Mark, 45,
and Andrew, 43, said in a statement that the sons had no prior
knowledge of their father's crimes and contacted authorities
immediately after their father told them of his fraud.  The sons
"continue to cooperate fully with the authorities in their ongoing
investigations," he said.

According to the Journal, the exact nature of the potential tax
violations isn't clear.  The Journal explains tax-fraud cases
often involve the alleged failure to declare income or making
false deductions, such as classifying personal expenses as
deductible business costs.  Some tax-fraud cases allege that fake
investment losses are used to cancel out realized gains.

On February 8, 2010, the Troubled Company Reporter said Irving H.
Picard, the trustee for the liquidation of the estate of Bernard
L. Madoff Investment Securities LLC, reached a settlement under
which Mr. Madoff's sons agreed to restrict movement of their own
personal assets, not incur debt beyond $1,000 and give a monthly
accounting of their expenses.  Peter Madoff and Shana Madoff
Swanson, Bernard's niece, signed similar agreements with Mr.
Picard.

The Journal notes Peter, Mark and Andrew Madoff were tax clients
of David Friehling, according to people familiar with the matter.
Mr. Friehling pleaded guilty in 2009 to criminal charges of
preparing false tax returns for Mr. Madoff and other unnamed
Madoff investors and also admitted to signing off on sham audits
of the Madoff firm.  He has said he had no knowledge of the Ponzi
scheme.

The Journal says Mr. Friehling, who hasn't been sentenced, is now
assisting prosecutors with the tax-fraud investigation, a person
familiar with the probe said.  His lawyer, Andrew Lankler, Esq.,
at Lankler & Carragher, declined to comment, as did a spokeswoman
for the U.S. Attorney's office in Manhattan, which is handling the
probe.

The Journal also reports that Frank DiPascali, a Madoff employee
who has been in jail since pleading guilty in August to aiding Mr.
Madoff's fraud, was released Thursday on bail pending sentencing.
Prosecutors have said he is helping them build cases against other
individuals. "We are thrilled," said Marc Mukasey, Esq., at
Bracewell & Giuliani LLP, Mr. DiPascali's lawyer.

                   About Bernard L. Madoff

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

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

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

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

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

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


BIG WASH: Bankruptcy Case Transferred to Arizona
------------------------------------------------
The Hon. C. Ray Mullins of the U.S. Bankruptcy Court for the
Northern District of Georgia approved the transfer of Big Wash
Investments, LLC's Chapter 11 case from this Court to the District
of Arizona, Phoenix Division.

BCP Management & Investment Company, Inc., a secured creditor,
asked the Court to transfer the Debtor's Chapter 11 case, relating
that:

   -- the Debtor's only assets are located in Maricopa County,
      Arizona;

   -- none of the Debtor's creditors are located in Georgia and
      all but one of them are located in Arizona; and

   -- the Arizona Court is a more convenient venue for the
      Debtor's creditors.

Atlanta, Georgia-based Big Wash Investments, LLC, filed for
Chapter 11 bankruptcy protection on November 25, 2009 (Bankr. N.D.
Ga. Case No. 09-91279).  Hugh O. Nowell, Esq., who has an office
in Atlanta, Georgia, assist 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.


BILLING SERVICES: Moody's Upgrades Rating on Senior Loan to 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service upgraded to Ba3 from B1 the rating on
Billing Services Group North America, Inc.'s senior secured term
loan.  This rating action reflects Moody's revised estimate of
recovery value resulting from a $32.5 million permanent repayment
of the facility's outstanding balance.  At December 31, 2009, BSG
had reduced the facility to $80 million from an original face
amount in December 2007 of $112.5 million.

Concurrently, Moody's affirmed the B1 Corporate Family and
Probability of Default Ratings.  Over the past two years, BSG has
exhibited strong operating performance, exceeding original
expectations, while steadily reducing debt and maintaining an
adequate liquidity profile.  Notably, financial leverage of two
times and interest coverage of about five times at September 30,
2009, are considered very good for the rating category.  However,
BSG's ratings are constrained by high mandatory debt amortization
of $11.25 million per year that limits the company's financial
flexibility and has contributed to modestly negative free cash
flow after consideration of all cash obligations.  BSG does not
have access to external liquidity, as it does not maintain a
revolver, and part of the company's cash balance represents
customer funds.  The ratings are further constrained by an
industry-wide deterioration in wireline call volumes (estimated by
Moody's at 5-10% per year) and BSG's relatively small revenue
size.  The stable outlook reflects Moody's expectations that the
company will continue to offset declining revenue from services
related to traditional call volumes with growth in enhanced
services volumes, while maintaining an adequate liquidity profile.

Moody's upgraded this rating:

* $80 (originally $112.5) million senior secured term loan due
  2014, to Ba3 (LGD3, 41%) from B1 (LGD3, 42%)

Moody's affirmed these ratings:

* Corporate Family Rating, B1
* Probability of Default Rating, B1

The previous rating action for BSG occurred on December 21, 2007,
when Moody's affirmed the B1 Corporate Family Rating and withdrew
the rating on a proposed revolving credit facility that was not
ultimately funded.

Billing Services Group North America, Inc., is a leading provider
of clearing, settlement, payment and financial risk management
solutions to communication service providers in the United States.
Headquartered in San Antonio, Texas, BSG reported approximately
$150 million in revenues for the twelve months ended September 30,
2009.


BLOCKBUSTER INC: Diamondback Funds Cut Stake to 2.63%
-----------------------------------------------------
As of December 31, 2009, (i) Diamondback Master Fund, Ltd.
beneficially owned 4,515,056 shares of common stock of Blockbuster
Inc. and (ii) each of Diamondback Capital Management, LLC, and
DBCM Partners, LLC, may be deemed to have been the beneficial
owner of the 4,515,056 shares of Common Stock beneficially owned
by Diamondback Master Fund, Ltd.

As of February 12, 2010, (i) Diamondback Master Fund, Ltd.
beneficially owns 1,893,807 shares of Common Stock and (ii) each
of Diamondback Capital Management, LLC and DBCM Partners, LLC may
be deemed to have beneficially owned the 1,893,807 shares of
Common Stock beneficially owned by Diamondback Master Fund, Ltd.

Diamondback Capital Management, LLC is the investment manager of
Diamondback Master Fund, Ltd.  DBCM Partners, LLC is the managing
member of Diamondback Capital Management, LLC.  Each of Chad
Loweth, Lawrence Sapanski and Richard H. Schimel serve as managing
members of DBCM Partners, LLC.

Based on the Company's outstanding shares of Common Stock, (i) as
of December 31, 2009, each of Diamondback Master Fund, Ltd.,
Diamondback Capital Management, LLC and DBCM Partners, LLC may be
deemed to have beneficially owned 6.27% of the outstanding shares
of Common Stock of the Company and (ii) as of February 12, 2010,
each of Diamondback Master Fund, Ltd., Diamondback Capital
Management, LLC and DBCM Partners, LLC may be deemed to
beneficially own 2.63% of the outstanding shares of Common Stock
of the Company.

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: Dimensional Fund Holds 3.4% of Class A Shares
--------------------------------------------------------------
Dimensional Fund Advisors LP disclosed that as of December 31,
2009, it held 4,153,882 shares or roughly 3.4% of the class A
common stock of Blockbuster Inc.

Dimensional Fund Advisors LP is an investment adviser registered
under Section 203 of the Investment Advisors Act of 1940.  It
furnishes investment advice to four investment companies
registered under the Investment Company Act of 1940, and serves as
investment manager to certain other commingled group trusts and
separate accounts.  In certain cases, subsidiaries of Dimensional
Fund Advisors LP may act as an adviser or sub-adviser to certain
Funds.

                      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: Goldman Sachs Holds 7.7 % of Class A Shares
------------------------------------------------------------
The Goldman Sachs Group, Inc., and Goldman, Sachs & Co. disclosed
that as of December 31, 2009, they may be deemed to own 9,414,451
shares or roughly 7.7 % of the class A common stock of 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: Prentice Capital, Zimmerman Disclose Stake
-----------------------------------------------------------
Prentice Capital Management, LP, disclosed that as of December 31,
2009, it may be deemed to beneficially own 11,820,683 shares or
roughly 9.68% of the class A common stock of Blockbuster Inc.

Michael Zimmerman disclosed that as of December 31, 2009, he may
be deemed to beneficially own 12,166,983 shares or roughly 9.96%
of the class A shares.

Prentice Capital Management serves as investment manager to a
number of investment funds -- including Prentice Capital Partners,
LP, Prentice Capital Partners QP, LP, Prentice Capital Offshore,
Ltd., Prentice Special Opportunities, LP, Prentice Special
Opportunities Offshore, Ltd. and Prentice Special Opportunities
Master, L.P. -- and manages investments for certain entities in
managed accounts with respect to which it has voting and
dispositive authority over the Shares.

Mr. Zimmerman is the Managing Member of Prentice.  He may be
deemed to control Prentice and certain of the investment funds and
therefore may be deemed to be the beneficial owner of the
Blockbuster shares.  Mr. Zimmerman has voting and dispositive
authority over 19,000 Shares held by the Michael Zimmerman & Holly
Zimmerman Family Foundation, Inc., 304,500 Shares held by Mrs.
Zimmerman and 22,800 Shares held by his children.

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: Wellington Holds 5.80% of Class A Shares
---------------------------------------------------------
Wellington Management Company, LLP, in its capacity as investment
adviser, may be deemed to beneficially own 7,079,933 shares or
roughly 5.80% of the class A common stock of Blockbuster Inc., as
of December 31, 2009.  The shares are held of record by clients of
Wellington Management.

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.


BOOMERANG SYSTEMS: Posts $1.68-Mil Net Loss in Qtr Ended Dec. 31
----------------------------------------------------------------
Boomerang Systems Inc. reported a net loss of $1,677,152 for the
three months ended December 31, 2009, compared with a net loss of
$1,524,725 for the same period of 2008.

Revenues and cost of goods sold were $0 for both the quarter ended
December 31, 2009, and the quarter ended December 31, 2008.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed $1,650,711 in total assets and $3,206,535 in total
liabilities, resulting in a $1,555,824 shareholders' deficit.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $1,398,454 in total current
assets available to pay $1,722,840 in total current liabilities.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://researcharchives.com/t/s?52bf

                       Going Concern Doubt

The Company sustained a substantial loss in fiscal 2009 of
$9,693,734 which includes non-cash expenses of $184,150 for stock
options and $3,635,992 for warrants that were issued during the
fiscal year, and $41,290 for depreciation.  For the first three
months of fiscal 2010, the Company incurred a net loss of
$1,677,152 which includes non-cash expenses of $138,104 for stock
options, $100,619 for warrants and $12,130 for depreciation.  The
Company had negative cash flow from operations for the first three
months of fiscal 2010 and during the year ended September 30,
2009, in the amount of $1,398,302 and $3,737,008, respectively.
As of December 31, 2009, and September 30, 2009, the Company's
liabilities exceeded its assets by $1,555,824 and $3,186,008,
respectively.

"These factors create uncertainty whether the Company can continue
as a going concern."

                     About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) is engaged in the design, development,
marketing and sale of automated racking and retrieval systems for
automobile parking, automated racking and retrieval systems for
self-storage units, robotic systems for automobile parking and
robotic systems for self-storage systems.  Four of its systems,
considered by management to be pilot demonstration systems, have
been built and are operating in Logan, Utah with two others
currently being built.


CANWEST GLOBAL: Union Wants to Be Appointed as Representative
-------------------------------------------------------------
Communications, Energy and Paperworkers Union of Canada asks Madam
Justice Pepall's to authorize it to continue to represent its
current members, and appointing the Union to represent its former
members, including pensioners, retirees, deferred vested
participants and surviving spouses and dependents employed or
formerly employed by the LP Entities.

The Union asks the Court for authority to determine, file, advance
or compromise any claims of its Current and Former Members which
exist or may arise at law or equity or pursuant to any applicable
collective agreement, which may be made against the LP Entities in
the proceedings in connection with any issue or matter related to
any recovery, compromise of rights or entitlements of the Current
and Former Members.

Moreover, the Union asks the Court to authorize the law firm
CaleyWray Labour/Employment Lawyers to act as counsel for the
Current and Former Members in the proceedings.

The Union is the bargaining agent for employees working at the LP
Entities' facilities in bargaining units at the Ottawa Citizen,
the Windsor Star, the Montreal Gazette, the Edmonton Journal, the
Calgary Herald, the Alberni Valley Times, the Nanaimo Daily News,
College Printers, the Sun and Province in B.C., the
Burnaby/Coquitlam Now-Royal City Record, Surrey Now, the
Abbotsford Times, the Victoria Times Colonist, and the Campbell
River Courier-Islander.

The Union represents approximately 1,800 employees employed by the
Applicants in 25 bargaining units, and has collective agreements
with respect to these bargaining units.

The Union has approximately 45 outstanding grievances at
businesses of the Applicants including the Montreal Gazette, the
Ottawa Citizen, the Windsor Star, College Printers, the Sun and
Province, and the Victoria Times Colonist.  Of these,
approximately three are at arbitration.

The LP Entities maintain two defined benefit plans (DB Plans) in
Ontario and one DB Plan in British Columbia.  They also maintain
and contribute to three defined contribution plans (DC Plans) and
several multi-employer pension plans.

The DB Plans have a combined windup deficiency of C$106,349,581 as
of the last valuation date which was on December 31, 2008.  The
total of the annual special payments made by the LP Entities in
respect of the deficiencies in the DB Plans is C$18,566,666.

The aggregate annual cash contribution in the year ended August
31, 2009, to provide postretirement/post-employment benefits for
all former employees of the LP Entities was approximately C$3
million.  The aggregate accrued benefit obligation relating to
these benefits for all of the LP Entities former employees, as at
the year ending August 31, 2009, totaled approximately C$64.8
million.

According to Douglas J. Wray, Esq., at CaleyWray Labour/Employment
Lawyers, in Toronto, Ontario, as a result of the recent economic
decline it is expected that the next valuation of the DB Plans
will reflect a significantly deteriorated financial position.

Prior to the date of the Initial Order, a number of employees
represented by the Union were permanently laid off and were in
receipt of salary continuance payments.  As of the date of the
Initial Order, the LP Entities have ceased making all payments to
those Former Members.

Peter Murdoch, vice-president - media of the Communications,
Energy and Paperworkers Union of Canada, avers that having the
Union appointed as representative, and CaleyWray appointed as
counsel, for the Current and Former Members provides a reliable
source for information about the process for the Current and
Former Members.  The Union and counsel can speak on behalf of the
Current and Former Members to the LP Entities and other
stakeholders, and report back to the constituency through various
means, including newsletters, local meetings and website updates.
Mr. Murdoch says that the Union and CaleyWray can advocate on
behalf of Current and Formers Members in the negotiation of a Plan
of Arrangement and can address with the Court issues that may
affect their interests.

                       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).


CAPMARK FINANCIAL: Proposes $8.8-Mil. Incentive Program
-------------------------------------------------------
Reuters reports that Capmark Financial Group Inc. is seeking
approval from the Bankruptcy Court to pay up to $8.8 million in
incentives for certain "insider" employees and $2.4 million to
"non-insider" employees.  Capmark said payment of the incentives
would be subject to the achievement of certain milestones, which
include selling off certain assets and exiting bankruptcy
protection.  The Company redacted the names and designations of
the insider employees from the document that was filed in the
Court's docket.  The Court will convene a hearing on March 4 to
consider the proposed incentive payments.

                     About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.  Capmark has 1,000 employees located in 37 offices
worldwide.

On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey &
LeBoeuf LLP.  Richards, Layton & Finger, P.A. serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

Capmark has total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.

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


CATALYST PAPER: Contests Application to BC Labour Board
-------------------------------------------------------
Catalyst Paper said it will contest an application to the Labour
Relations Board of British Columbia in Canada regarding certain
post-retirement benefits for some retirees formerly employed by
MacMillan Bloedel Limited, now doing business as Weyerhaeuser
Company Ltd.

Catalyst Paper said the Communications, Energy and Paperworkers
Union of Canada Locals 1, 76, 592 and 686, representing hourly
employees at Powell River and Port Alberni mills have applied to
the Labour Relations Board of British Columbia for a declaration
that Catalyst is responsible for certain post-retirement medical
and extended health benefits for some retired employees who were
represented by the Locals and who retired from MacMillan Bloedel
Limited.

Pacifica Papers Inc. acquired the Powell River and Port Alberni
mills from MacMillan Bloedel Limited in 1998.  At the time of that
transaction, MacMillan Bloedel agreed to retain responsibility for
any benefits for eligible employees who retired prior to the
acquisition by Pacifica of the mills.  Catalyst subsequently
amalgamated with Pacifica in 2001.

The Locals claim the contractual relationships between Catalyst,
Pacifica and MacMillan Bloedel Limited do not absolve Catalyst
from successorship provisions of the Labour Relations Code imposed
on Pacifica at the time Pacifica acquired the mills.  If the
Locals' application is successful, Catalyst could incur additional
costs of up to $4 million annually.

Catalyst does not agree with the Locals' position and has been
advised that a number of defences are available that are expected
to eliminate or significantly reduce any financial exposure,
including seeking indemnification from Weyerhaeuser.  Proceedings
are at a very early stage and a date for a hearing has not been
set.

                       About Catalyst Paper

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

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

                           *     *     *

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


CATALYST PAPER: Letko Brosseau Reports 11.16% Equity Stake
----------------------------------------------------------
Letko, Brosseau & Ass. Inc. disclosed that as of December 31,
2009, it may be deemed to beneficially own 42,521,204 shares or
roughly 11.16% of the common stock of Catalyst Paper Corporation.

Clients of Letko, Brosseau & Ass. Inc. have the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from sale of, the common shares reported as beneficially
owned by Letko, Brosseau & Ass. Inc.  No clients of Letko,
Brosseau & Ass. Inc. beneficially owns more than 5% of the
Company's Common Shares.

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

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

                           *     *     *

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


CELL THERAPEUTICS: Reports $27.4-Mil. Net Loss in 4th Quarter
-------------------------------------------------------------
Cell Therapeutics Inc. reported financial results for the fourth
quarter and year ended December 31, 2009.

                                           December 31
                                    ----------------------
                                         2009         2008
      (In Thousands)                ----------------------
Cash and cash equivalents
    & securities available-for-sale   $37,811      $10,671
Restricted cash                           --        6,640
Working capital                      (21,694)     (14,141)
Total assets                          69,595       64,243
Convertible debt                      62,142      142,373
Accumulated deficit               (1,429,083)  (1,312,320)
Shareholders deficit                (18,769)    (132,061)

"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."

                         Financial Results

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, compared to a net loss attributable to common
shareholders of $41.3 million 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, compared to a net loss attributable to
shareholders of $202.9 million 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.

CTI had approximately $37.8 million in cash, cash equivalents and
securities available-for-sale as of December 31, 2009.  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.

A full-text copy of the company's financial results is available
for free at http://ResearchArchives.com/t/s?528c

                     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.


CHARTER COMMUNICATIONS: Has Indemnification Pacts With Execs.
-------------------------------------------------------------
Charter Communications Inc. said in a regulatory filing that it
entered into revised indemnification agreements with certain
executives on Feb. 11.

The Indemnification Agreements, which were approved by the
Company's Board of Directors following the Company's emergence
from bankruptcy on November 30, 2009, provide that the Company
will indemnify the contracting individuals in performance of their
duties as officers and employees of the Company, to the fullest
extent permissible under the General Corporation Law of the State
of Delaware.  The revised agreement includes a guaranty of the
payment and performance of the Indemnification Agreements by one
of the Company's indirect subsidiaries, CCH II, LLC.

                     Exchange of Holdco Units

The Company entered into an exchange agreement, with Charter
Investment, Inc., Paul G. Allen  and Charter Communications
Holding Company, LLC on November 30, 2009, pursuant to which Mr.
Allen and certain persons and entities affiliated with Mr. Allen,
had certain rights and options, including, without limitation, at
any time and from time to time on or before November 30, 2014, to
exchange all or any portion of their membership units in Charter
Holdco for $1,000 in cash and up to approximately 1.1 million
shares of the Company's Class A common stock in a taxable
transaction.

As of November 30, 2009, there was an aggregate of 100 Holdco
Units outstanding, of which 99 were held by the Company and one
(1) was held by CII.  As permitted by the Exchange Agreement, on
December 28, 2009, CII exchanged 81% of its one (1) Holdco Unit
for 907,698 shares of the Company's Class A common stock and
$1,000 in cash.  On February 8, 2010, the remaining 0.19 Holdco
Unit was exchanged by Mr. Allen for an additional 212,923 shares
of the Company's Class A common stock.  As part of the exchange,
CII merged with a subsidiary of the Company, became a wholly-owned
subsidiary of the Company and continued to hold the 0.19 Holdco
Unit.  As a result of this transaction, Charter Holdco is now an
indirect, wholly-owned subsidiary of the Company.

                    About Charter Communications

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

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

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

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

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


CHEMITEK 2006: Mortgagees Want Chapter 11 Case Dismissed
--------------------------------------------------------
PRIF II Chemtek, LLC, and P II River Vale GC Funding, LLC, have
asked the Hon. Honorable Donald H. Steckroth of the U.S.
Bankruptcy Court for the District of New Jersey to dismiss
Chemitek 2006, LLC's Chapter 11 bankruptcy case, or,
alternatively, grant relief from the automatic stay provisions of
Section 362(d) of the U.S. Bankruptcy Code.

The Mortgagees say that this dispute arises from two separate
judicial foreclosure proceedings against the Debtors.  According
to the Mortgagees, it is those foreclosure proceedings which
precipitated the bad faith filings by Debtors as a means to
stonewall and delay the exercise of the Mortgagees' unequivocal
right to foreclose.

The Mortgagees say that in the event that the Court isn't inclined
to dismiss the Debtors' bankruptcy petitions, at a minimum, cause
exists to lift the automatic stay permitting them to proceed with
the foreclosure and sale of the mortgaged property.

The Mortgagees aver that, absent approval of their request, their
security interest in the mortgaged property, which has already
been materially diminished by the recent credit crisis and
collapse in the real estate market, will be placed in further
jeopardy.

The outstanding mortgage debt is $21,132,339 as of February 1,
2010, which well exceeds the value of the mortgaged property.
This deficiency will only continue to increase unless the
Mortgagees are permitted to expeditiously proceed with their
foreclosure and pursue a sale of the property at public auction.

The Mortgagees also ask the Court to excuse the Receiver, which
was appointed by the state court in connection with the PRIF
Foreclosure Action, from compliance under Section 543(d) of the
U.S. Bankruptcy Code and prohibiting, to the extent applicable,
the Debtors from using the Mortgagees' cash collateral, namely
rents and income, pursuant to Sections 363(c)(2) and (e) of the
Bankruptcy Code.

Judge Steckroth has set a March 17, 2010 hearing for PRIFF II and
P II's motion, at 10:00 a.m.  The hearing was initially scheduled
for March 9, 2010, at 10:00 a.m.

PRIFF II and P II are represented by Cole, Schotz, Meisel, Forman
& Leonard, P.A.

River Vale, New Jersey-based Chemitek 2006, LLC, dba River Vale
Country Club, filed for Chapter 11 bankruptcy protection on
February 5, 2010 (Bankr. D. N.J. Case No. 10-13393).  Vincent F.
Papalia, Esq., at Saiber, LLC, assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


CHINA LOGISTICS: Amends Q1 2009 Report; Net Loss at $2.98-Mil.
--------------------------------------------------------------
China Logistics Group, Inc., has filed Amendment No. 2 to its
quarterly report on Form 10-Q for the quarter ended March 31,
2009, as filed on May 20, 2009, to correct the accounting
treatment previously accorded certain transactions and to restate
the Company's consolidated balance sheets at March 31, 2009, and
December 31, 2008, and the Company's consolidated statements of
operations, and consolidated statements of cash flows for the
three month period ended March 31, 2009, and add the Company's
consolidated statement of changes in equity (deficit) for the year
ended December 31, 2008, and the three month period ended
March 31, 2009.

The March 31, 2009 financial statements included in China
Logistics Group, Inc.'s Form 10-Q/A filed on September 29, 2009,
contained errors including the treatment of common stock purchase
warrants as part of equity rather than as a derivative liability.
Accordingly, the Company's consolidated balance sheet at March 31,
2009, has been restated to properly record the Company's common
stock purchase warrants that were not indexed to the Company's
stock as derivative liability.

                 Restated Statement of Operations

The Company reported net income of $2,977,168 on sales of
$3,198,572 for the three months ended March 31, 2009, compared to
net income of $327,538 on sales of $6,773,213 for the
corresponding period of 2008.  The increase in net income was
primarily due to the non-cash gain from the change in fair value
of derivative liability in the amount of $3,388,993.  Excluding
the impact of this non-cash gain the Company would have shown a
net loss of $411,825 due to the overall decline in revenues and
the Company's inability to cut costs in proportion to this
decline.

                      Restated Balance Sheet

At March 31, 2009, the Company's consolidated balance sheets
showed $6,786,119 in total assets and $7,918,307 in total
liabilities, resulting in a $1,132,188 shareholders' deficit.

A full-text copy of the Company's amended quarterly report on Form
10-Q/A is available at no charge at:

               http://researcharchives.com/t/s?52ad

                        Going Concern Doubt

The Company's ability to continue as a going concern is dependent
upon its ability to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business
operations when they become due, to fund possible acquisitions,
and to generate profitable operations in the future.

"These matters, among others, raise substantial doubt about our
ability to continue as a going concern."

As a result of the weak global economy, the demand for exported
Chinese products has also declined, resulting in a significant
drop in the demand for the Company's freight and transport
services.

If China Logistics' cost reduction efforts are unsuccessful, the
Company may need to raise additional working capital.  The Company
does not have any commitments for any additional capital and the
terms of its 2008 Unit Offering which contain certain restrictive
covenants and the overall softness of the capital markets could
hinder its efforts.

                      About China Logistics

China Logistics Group, Inc. (OTC BB: CHLO) operates as an
international freight forwarder and logistics management company
in the People's Republic of China.  It acts as an agent for
international freight and shipping companies; and sells cargo
space and arranges land, maritime, and air international
transportation for clients seeking to import or export merchandise
from or into the People's Republic of China.  The Company's
freight forwarding services include goods reception, space
reservation, transit shipment, traffic consolidating, storage,
multimodal transport, and export of mechanical equipment.  It
provides freight forwarding services for a range of  merchandise,
such as refrigerated merchandise, hazardous merchandise, and
perishable agricultural products, as well as clothing and
electronics products, and daily merchandise and hardware products.
The Company was founded in 1997 and is based in Paramount,
California.


CHRYSLER LLC: Names New Media Strategies as Media Firm
------------------------------------------------------
BankruptcyData reports that Chrysler LLC announced that it has
named New Media Strategies (NMS) as its social media marketing
agency of record.  In this capacity, NMS will develop and
implement social media strategies that align with the Chrysler,
Dodge, Jeep(R) and Ram Truck brands advertising and marketing
programs.

"Social media goes beyond traditional advertising by providing a
two-way conversation between the consumer and each of our
Chrysler, Dodge, Jeep and Ram Truck brands," said Olivier
Francois, president and C.E.O.-Chrysler Brand and lead executive
for marketing, Chrysler Group LLC.

"Through our social media efforts each of the Chrysler Group
brands are able to build a deeper connection with their customers,
listen to what existing and potential customers are saying about
the products and respond to the consumer directly."

In 1999, NMS established the first online brand intelligence,
protection and social media engagement firm.

                         About Chrysler LLC

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

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

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


CINCINNATI BELL: Board Approves $150 Million Stock Repurchase
-------------------------------------------------------------
Cincinnati Bell Inc. said that its board of directors has
authorized the repurchase of its common shares in an amount up to
$150 million.  The Company expects to implement the share
repurchase program through purchases made from time to time in
either the open market or through privately negotiated
transactions.

                      About Cincinnati Bell

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

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

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


CITADEL BROADCASTING: R-Squared a Substantial Shareholder
---------------------------------------------------------
R2 Investments LDC, a Cayman Islands limited duration company
also known as "R-Squared", submitted to the Court a declaration
informing that it has become substantial shareholder with respect
to the common stock of Citadel Broadcasting Corporation.

As of January 26, 2010, R2 has beneficial Ownership of 18,325,000
shares of Citadel Common Stock.

                    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)


CLEAR CHANNEL: Moody's Upgrades Corporate Family Rating to 'Caa2'
-----------------------------------------------------------------
Moody's Investors Service upgraded Clear Channel Communications,
Inc.'s Corporate Family Rating to Caa2 from Caa3.  Additionally,
Moody's upgraded Clear Channel's bank credit facilities to Caa1
from Caa2 and its speculative grade liquidity rating to SGL-2 from
SGL-4.  Moody's also affirmed the Ca ratings of Clear Channel's
senior notes due 2016 (issued in connection with the company's
leverage buyout) and its legacy senior unsecured notes.  The
upgrades reflect Moody's expectation that while the company's
capital structure remains unsustainable in the intermediate-term,
a full restructuring or bankruptcy filing is no longer imminent.
"In turn, recovery levels will likely improve moderately over time
as compared to the low 2009 levels as cyclical pressures subside
and valuation multiples and EBITDA increase, which is the primary
driver for the upgrade," stated Neil Begley, a Moody's Senior Vice
President.  The outlook has been revised to stable.

As expected, Moody's anticipates Clear Channel will remain in
compliance with its 9.5x secured leverage covenant over the rating
horizon.  The refinancing of the $2.5 billion loan to Clear
Channel Outdoor (B2 CFR) and significant cost reductions on top of
the repayment of approximately $2 billion of Clear Channel's bank
debt with proceeds from the issuance of senior notes at Clear
Channel Worldwide Holdings, Inc., a CCO subsidiary, will provide
ample covenant cushion.  Additionally, the repayment of a portion
of the company's bank credit facilities eliminated more than
$1 billion of mandatory debt amortization through 2015 providing
helpful liquidity to avoid cash shortfalls through 2013 and
therefore extending the timeframe in which the company will be
able to operate as a going concern.  The additional repayment was
used to reduce maturing bank debt in 2014 and 2016.

The company's Caa2 CFR reflects the unsustainable nature of Clear
Channel's long-term capital structure given extremely high debt-
to-EBITDA leverage (15.2x at September 30, 2009-reported) and
Moody's expectation that cash-on-hand and free cash flow
generation will not adequately fund around $3.7 billion of debt
maturities in 2014.  The rating also incorporates Moody's
expectation that Clear Channel's leverage metric will remain too
high to attract refinancing of 2014 maturities and Clear Channel's
enterprise value (8 to 9x EBITDA) will continue to be exceeded by
the gross debt levels.  As a result, Moody's projects that the
company's debt (including its pro rata portion of CCO's debt) will
exceed its enterprise value at the end of 2013 (before its large
2014 maturities come due), by between $4.7 and $6.5 billion.  In
Moody's view, this implies that a restructuring of its debt will
be needed, with elimination (assuming higher than 50% average
recovery) of between twenty to thirty percent of Clear Channel's
debt required just to equalize the debt to value, and even more
($2 to $3 billion) to appropriately capitalize the company with
equity and allow it to attract refinancing debt capital.

The company may have some options to meet maturities and further
delay a full restructuring in 2014, such as raising additional
debt at CCO and using 89% of the proceeds to fund a dividend to
Clear Channel, or selling assets such as up to 38% of Clear
Channel's CCO stock (Clear Channel needs to maintain 51% ownership
of CCO in order to sweep its operating cash flow).  However, these
liquidity enhancers would not relieve the pressure of the debt to
value deficit.  "Additional distressed exchanges of bonds,
essentially a continuing gradual restructuring, are probable,
particularly for the notes maturing beyond 2013," stated Begley.
These would reduce the excess debt, but would not likely provide
enough relief without restructuring the bank debt to meet the
mountain of maturities in 2016.

"The maturities of the legacy notes that mature through 2013 are
likely to possess higher recoveries or be repaid in full to avoid
bankruptcy -- the primary objective of the current equity owners,"
stated Begley.  However, as is typical, Moody's rates to the
entire class the same (Ca) due to the high probability of default
and its low priority and recovery in default.

The upgrade of Clear Channel's speculative grade liquidity rating
predominately reflects an increased level of covenant cushion
under the company's secured leverage covenant following the
$2 billion reduction of secured debt.  The repayment reduced Clear
Channel's Q3 '09 secured leverage metric by more than a turn to
7.6x from 8.8x and looking forward, appears to provide adequate
cushion short of a double dip recession.

Moody's subscribers can find further details in the Clear Channel
Credit Opinion published on Moodys.com

Moody's has taken these rating actions:

Issuer: Clear Channel Communications, Inc.

* Corporate Family Rating -- Upgraded to Caa2 from Caa3

* Probability of Default Rating -- Affirmed Caa3

* Senior Secured Revolving Facility -- Upgraded to Caa1 (LGD 2,
  19%) from Caa2 (LGD 3, 39%)

* Senior Secured Tranche A Term Loan Facility -- Upgraded to Caa1
  (LGD 2, 19%) from Caa2 (LGD 3, 39%)

* Senior Secured Tranche B Term Loan Facility -- Upgraded to Caa1
  (LGD 2, 19%) from Caa2 (LGD 3, 39%)

* Senior Secured Tranche C Term Loan Facility -- Upgraded to Caa1
  (LGD 2, 19%) from Caa2 (LGD 3, 39%)

* Senior Secured Delayed Draw Term Loan 1 Facility -- Upgraded to
  Caa1 (LGD 2, 19%) from Caa2 (LGD 3, 39%)

* Senior Secured Delayed Draw Term Loan 2 Facility -- Upgraded to
  Caa1 (LGD 2, 19%) from Caa2 (LGD 3, 39%)

* Senior Cash Pay Notes due 2016 -- Affirmed Ca (to LGD 4, 57%
  from LGD 4, 69%)

* Senior Toggle Notes due 2016 -- Affirmed Ca (to LGD 4, 57% from
  LGD 4, 69%)

* Senior Unsecured Bonds -- Affirmed Ca (to LGD 5, 72% from LGD 6,
  93%)

* Speculative Grade Liquidity Rating -- Upgraded to SGL-2 from
  SGL-4

* Outlook -- To stable from negative

Moody's last rating action was on March 9, 2009, when Moody's
downgraded Clear Channel's CFR and PDR to Caa3 from B2.  On
September 3, 2009, Moody's revised Clear Channel's PDR to Caa3/LD.

Clear Channel Communications, Inc. with its headquarters in San
Antonio, Texas, is a global media and entertainment company
specializing in mobile and on-demand entertainment and information
services for local communities and premiere opportunities for
advertisers.  The company's businesses include radio and outdoor
displays (via the company's 89% ownership of Clear Channel Outdoor
Holdings Inc.).  Clear Channel's revenues for the year ended
September 30, 2009, was approximately $5.6 billion.


CLEVELAND ELECTRIC: Fitch Affirms Issuer Default Rating at 'BB+'
----------------------------------------------------------------
Fitch Ratings has corrected a February 11, 2010 press release.  It
corrects the ratings for the Toledo Edison Co.

Fitch Ratings has affirmed the ratings of FirstEnergy Corp.
(Issuer Default Rating at 'BBB') and its subsidiaries, and
Allegheny Energy, Inc. (IDR at 'BBB-') and subsidiaries following
the announcement that the Board of Directors of the companies have
reached a definitive agreement to merge in a stock-for-stock
transaction.  At the same time, the Rating Outlook on the AYE
parent is revised to Positive from Stable.  Fitch currently
expects to equalize the ratings of FE and AYE should the two
companies consummate their merger at FE's rating level.  FE would
represent approximately three quarters of consolidated assets and
pro forma cash flows of the combined company.  A full list of
ratings is listed at the end of this release.

The ratings for FE and AYE are currently:

FE

  -- IDR at 'BBB';
  -- Senior unsecured debt at 'BBB';
  -- Short-term IDR and short-term debt at 'F2'.

AYE

  -- IDR at 'BBB-';
  -- Senior unsecured bank credit facility at 'BBB-'.

Under the terms of the agreement, AYE shareholders would receive
0.667 shares of FE common stock in exchange for each share of AYE,
valued as of February 10, 2010, close at $27.65 per share or
$4.7 billion in aggregate.  FE would also assume approximately
$3.8 billion of AYE net debt (excluding tariff securitization debt
of $0.5 billion).  The transaction is subject to several state and
federal approvals, as well as FE and AYE shareholder support.
Assuming all necessary approvals are obtained in a timely manner,
the transaction would be completed within the next 12-14 months.

The combined company, which would operate under the FirstEnergy
name, would increase in scale, with 10 regulated electric
distribution companies in seven states (Ohio, Pennsylvania,
Maryland, New York, New Jersey, Virginia and West Virginia) and
approximately 24,000 MW of generating capacity.

Fitch recognizes the strategic benefits of the transaction which
would combine geographically contiguous and complementary
regulated utilities and competitive businesses.  FE's transition
into the PJM Regional Transmission Organization (RTO) should
enhance expected synergies in the combined companies' competitive
generation businesses, although it is difficult to quantify the
potential benefits.  Fitch recognizes that there could be
impediments to closing the transaction if regulators do not
approve the transaction or ask for concessions that render the
merger uneconomic.  The competitive generation businesses face an
uncertain economic environment; both FE and AYE have recently
experienced pricing pressures and volume declines in their
wholesale supply businesses; and the longer term outlook for the
predominantly coal-fired generation mix will be impacted by future
climate regulation or legislation.

The ratings of FE and AYE subsidiaries have also been affirmed.
The Rating Outlook for all the operating subsidiaries is Stable.

FirstEnergy Solutions Corp.

  -- IDR at 'BBB';
  -- Senior unsecured debt at 'BBB';
  -- Short-term IDR and short-term debt at 'F2'.

Ohio Edison Co.

  -- IDR at 'BBB-';
  -- Senior secured debt at 'BBB+';
  -- Senior unsecured debt at 'BBB';
  -- Short-term IDR and short-term debt at 'F2'.

Pennsylvania Power Co.

  -- IDR at 'BBB-';
  -- Senior secured debt at 'BBB+';
  -- Senior pollution control revenue bonds at 'BBB'.

The Toledo Edison Co.

  -- IDR at 'BB+';
  -- Senior secured debt at 'BBB-';
  -- Senior pollution control revenue bonds at 'BBB'.

The Cleveland Electric Illuminating Co.

  -- IDR at 'BB+';
  -- Senior secured debt at 'BBB';
  -- Senior unsecured debt at 'BBB-'.

Jersey Central Power & Light Co.

  -- IDR at 'BBB';
  -- Senior secured debt at 'A-';
  -- Senior unsecured debt at 'BBB+';
  -- Short-term IDR and commercial paper at 'F2'.

Metropolitan Edison Co.

  -- IDR at 'BBB-';
  -- Senior secured debt at 'BBB+';
  -- Senior unsecured debt at 'BBB';
  -- Short-term IDR and commercial paper at 'F3'.

Pennsylvania Electric Co.

  -- IDR at 'BBB-';
  -- Senior secured debt at 'BBB+';
  -- Senior unsecured debt at 'BBB';
  -- Short-term IDR and commercial paper at 'F3'.

BVPS II Funding Corp.

  -- Senior secured debt at 'BBB'.

PNPP II Funding Corp.

  -- Senior secured debt at 'BBB'.

Allegheny Energy Supply Co., LLC

  -- IDR at 'BBB-';

  -- Senior secured debt at 'BBB';

  -- Senior unsecured debt at 'BBB-';

  -- Senior unsecured term loan and bank credit facility at
     'BBB-'.

Allegheny Generating Co.

  -- IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB-'.

Monongahela Power Co. d/b/a Allegheny Power

  -- IDR at 'BBB-';
  -- Senior secured debt at 'BBB+';
  -- Senior unsecured debt at 'BBB-'.

The Potomac Edison Company d/b/a Allegheny Power

  -- IDR at 'BBB-';
  -- Senior secured debt at 'BBB+'.

West Penn Power Co. d/b/a Allegheny Power

  -- IDR at 'BBB-';
  -- Senior secured debt at 'BBB+';
  -- Senior unsecured debt at 'BBB-'.

Penelec Capital Trust

  -- Preferred stock at 'BBB+'.

Beaver Valley II Funding Corp

  -- Senior secured at 'BBB-'.

Fitch intends to meet with the management of both FE and AYE to
discuss other provisions of the merger agreement, business plans
over the near term, and longer-term strategic plans for the
integration and operation of AYE's businesses.  Fitch expects to
comment more fully on the transaction following these meetings and
the review of more detailed information.

FE is a diversified energy company whose subsidiaries and
affiliates are involved in the generation, transmission and
distribution of electricity, as well as energy management and
other energy-related services.  Its seven electric utility
operating companies serve 4.5 million customers in Ohio,
Pennsylvania and New Jersey.

AYE is a diversified energy company whose subsidiaries and
affiliates are involved in the generation, transmission and
distribution of electricity.  Its electric utility companies serve
1.6 million customers in Pennsylvania, Maryland, West Virginia and
Virginia.


COMMERCIAL VEHICLE: Issues 42,124 Units of 3rd Lien Senior Notes
----------------------------------------------------------------
Commercial Vehicle Group Inc. has issued 42,124 units, consisting
of $42.1 million in aggregate principal amount of the 11%/13%
third lien senior secured notes due 2013, and warrants to purchase
745,000 shares of the Company's common stock, par value $0.01 per
share.

The units and the warrants were issued pursuant to a warrant and
unit agreement dated August 4, 2009.

The Company issued 372,905 shares of Common Stock upon the
exercise of certain of the Warrants on February 5, 2010.  The
warrants were exercised on a cashless exercise basis as required
under the warrant and unit agreement, and, accordingly, such
shares of Common Stock were issued in reliance upon the exemption
from registration set forth in Section 3(a)(9) of the Securities
Act of 1933, as amended.

                   About Commercial Vehicle Group

New Albany, Ohio-based Commercial Vehicle Group, Inc., (Nasdaq:
CVGI) supplies fully integrated system solutions for the global
commercial vehicle market, including the heavy-duty truck market,
the construction and agricultural markets, and the specialty and
military transportation markets.  The products include static and
suspension seat systems, electronic wire harness assemblies,
controls and switches, cab structures and components, interior
trim systems (including instrument panels, door panels,
headliners, cabinetry and floor systems), mirrors and wiper
systems specifically designed for applications in commercial
vehicles.  The Company has facilities located in the United States
in Arizona, Indiana, Illinois, Iowa, North Carolina, Ohio, Oregon,
Tennessee, Virginia and Washington and outside of the United
States in Australia, Belgium, China, Czech Republic, Mexico,
Ukraine and the United Kingdom.

At September 30, 2009, the Company had $275.3 million in total
assets against $281.4 million in total liabilities, resulting in
stockholders' deficit of $6.1 million.

                           *     *     *

In September 2009, Standard & Poor's Ratings Services raised its
corporate credit rating on Commercial Vehicle Group to 'CCC+' from
'SD' (selective default).  S&P also raised its rating on the
company's 8% senior unsecured notes to 'CCC' from 'D' (default).
The recovery rating on this debt is unchanged at '5', indicating
that lenders can expect modest (10% to 30%) recovery in the event
of a payment default.

In August 2009, Moody's changed Commercial Vehicle Group's
probability of default rating to Caa2/LD following the company's
exchange of roughly $52.2 million of 8.0% notes.  Moody's
considers this transaction a distressed exchange due to the nature
of the capital restructuring as well as CVGI's weak credit
profile.  The LD designation signifies a limited default.  The PDR
will be changed to a Caa2 rating and the LD rating will be removed
after three days.


CRESCENT RESOURCES: U.S. Trustee Balks at $4-Mil. Bonuses
---------------------------------------------------------
Law360 reports that the U.S. Trustee is objecting to Crescent
Resources LLC's plan to grant $4 million in bonuses, calling the
payments a retention plan for insiders.

Crescent Resources s 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.

                     About Crescent Resources

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.

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.


DEATH ROW: Rapper Files Suit for Unpaid Royalties
-------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that rapper Dr. Dre -- given name, Andre Young -- is suing Death
Row Records for allegedly re-releasing his critically acclaimed
album "The Chronic" without his consent and not giving him a cut
of the proceeds.

The lawsuit was filed on Thursday before the U.S. Bankruptcy Court
for the Central District of California.  According to DBR, the
lawsuit seeks more than $75,000 in royalties that Mr. Young says
have gone unpaid for years.  According to the suit, from 1996 --
when Mr. Young left the record label -- until Death Row's
bankruptcy filing, "not a dime of royalties had been paid."

"The Chronic" was released in November 1992.

WIDEawake Entertainment acquired Death Row's music catalogue in a
bankruptcy court-sanctioned sale in 2009.  Lara Levi is the CEO of
WIDEawake Entertainment.

Howard E. King, Esq., at King Holmes Paterno & Berliner LLP, in
Los Angeles, represents Mr. Young.

"When it came to paying artist royalties and honoring limits on
Dr. Dre recordings that could be released, the 'new' Death Row
Records, to quote our client, 'forgot about Dre,'" Mr. King wrote
in an e-mail Friday, citing one of Dr. Dre's tunes, according to
Ms. Palank. "This lawsuit will make sure they remember."

A call to WIDEawake's Toronto headquarters Friday wasn't returned,
according to Ms. Palank.

Headquartered in Compton, California, Death Row Records Inc.
-- http://www.deathrowrecords.net/-- is an independent record
producer.  The company and its owner, Marion Knight, Jr., filed
for chapter 11 protection on April 4, 2006 (Bankr. C.D. Calif.
Case No. 06-11205 and 06-11187).  Daniel J. McCarthy, Esq., at
Hill, Farrer & Burrill, LLP, and Robert S. Altagen, Esq.,
represent the Debtors in their restructuring efforts.  R. Todd
Neilson serves as chapter 11 Trustee for the Debtors' estate.  The
U.S. Trustee for Region 17 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  The Committee selected
Pachulski Stang Ziehl & Jones as its counsel.  When the Debtors
filed for protection from their creditors, they listed total
assets of $1,500,000 and total debts of $119,794,000.


DELPHI CORP: Court to Hear Final Fee Applications March 18
----------------------------------------------------------
At the Reorganized Delphi's request, the Court extended the time
for professionals employed and retained in the Chapter 11 cases
of the Reorganized Debtors to file final requests for fees and
expenses from December 31, 2009, to February 1, 2010.

Since the effective date of the Modified First Amended Joint of
Reorganization occurred on October 6, 2009, the deadline for
professionals to file their Final Fee Applications was
December 31, 2009.

Counsel to the Debtors, John Wm. Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois, told the
Court that a number of professionals were not able to file their
Final Fee Applications by the December 31, 2009 deadline.  The
Reorganized Debtors believe that there would be no prejudice to
their estates if professionals were allowed to file Final Fee
Applications by February 1, 2010.

Judge Drain further ruled that any Professional who files its
Final Fee Application after December 31, 2009, but on or prior to
February 1, 2010, will be entitled to receive, in respect of fees
and expenses for the seventh interim fee period, no more than the
lesser of:

  (a) the amount of the fees and expenses ultimately approved by
      the Court; and

  (b) the amount of the fees and expenses estimated and reported
      to the Debtors in advance of the October 6, 2009
      consummation of the Modified Plan.

In light of the recent order, separate requests to extend
deadline to file final fee applications asserted by Groom Law
Group, Chartered, and O'Melveny & Myers LLP are moot, Judge Drain
held.

Prior to entry of the Court's ruling, Tom A. Jerman, Esq., at
O'Melveny, reasoned that two of his firm's attorneys responsible
for fee applications were unable to prepare and file the seventh
and final fee application.  He noted that O'Melveny was able to
file the seventh and final fee application on January 8, 2010.
Thus, O'Melveny asked the Court to extend the final fee
application deadline and treat its final fee application filed on
January 8 as timely filed.

Similarly, Groom Law Group explained that it was able to prepare
and file its final fee application on January 4, 2010.  Groom Law
asked the Court to extend the time within which it can file its
final fee application and deem its final fee application filed on
January 4 as timely filed.

In another order, Judge Drain scheduled a hearing to consider the
Final Fee Applications for March 18, 2010.  Objections to any of
the Final Fee Applications are due March 1, 2010.  Replies to any
objection to the Final Fee Applications must be filed on
March 12, 2010.

                         About Delphi Corp

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- was a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi had approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

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


DELPHI CORP: District Court Rules on OTRS, et al., Appeal
---------------------------------------------------------
The Teachers' Retirement System of Oklahoma, the Public Employees'
Retirement System of Mississippi, Raffeisen Kapitalanlage-
Gesellschaft m.b.H. and Stitchting Pensioenfonds ABP took an
appeal on January 26, 2006 under 28 U.S.C. Section 158(a) from the
United States Bankruptcy Court for the Southern District of New
York's order overruling the Teachers' Retirement, et al's
objection to the employment of Deloitte & Touche LLP as the
Debtors' independent auditors and
accountant.

The Appellants contended that Judge Drain's order authorizing the
employment of Deloitte entered on January 18, 2006, cannot be
allowed to stand because Judge Drain's conclusions as to
disinterestedness and competence were based on inferences drawn
from an absence of information on the record.  That absence was
the result of Judge Drain's refusal to permit the Appellants to
pursue the full scope of their proposed discovery, the Appellants
alleged.

The Appellants are lead plaintiffs in the consolidated securities
class action entitled In re Delphi Corp. Securities Litigation,
Master Case No. 05-md-1725 (GER) (E.D.Mich.).

Judge Laura Taylor Swain of the United States District Court for
the Southern District of New York opined that Judge Drain
correctly determined the relevant standard for retention
under Section 327 of the Bankruptcy Code and disinterestedness
under Section 101(14) of the Bankruptcy Code.  The Bankruptcy
Court determined, over the Appellants' objection, that Deloitte
met the disinterestedness requirements under Sections 327(a) and
101(14) focusing on the requirement that Deloitte does not "have
an interest materially adverse to the interest of the estate,"
Judge Swain held.

Judge Swain further noted that the Bankruptcy Court also
considered the questions raised by the Appellants as to whether
the retention application should be denied because Deloitte was
incompetent to take in the engagement in light of Deloitte's
prior work and the deficiencies alleged in the class action
complaint and the fact that there was material restatement of the
financials for prior years.  The Bankruptcy Court went on to
detail the evidence it had considered concerning the
qualifications and roles of Deloitte and Delphi representatives
who would be involved in the effort, Judge Swain acknowledged.

In light of these factual conclusions and the Bankruptcy Court's
application of the correct legal standard in evaluating the
competency issue, any paucity of the record with respect to
whether Delphi at any time considered Deloitte's past performance
in connection with its determination to change auditors is
insufficient to render erroneous the Bankruptcy Court's
conclusion that the Debtors had met their burden of demonstrating
that they used appropriate judgment in finding Deloitte competent
to complete the 2005 financial statements, Judge Swain opined.

Moreover, the Bankruptcy Court's conclusions are supported by the
record and its determination that "this basis for objecting to
Deloitte's employment is not sustained and that the Debtors have
carried their burden of showing that first, they have exercised
proper judgment in employing Deloitte for the 2005 audit, and
that Deloitte meets the standard of disinterestedness and not
holding an adverse interest under Section 327" does not
constitute an abuse of discretion, Judge Swain found.

Having considered the parties' arguments and Judge Drain's
determinations, Judge Swain held that the Appellants have failed
to carry their burden of demonstrating that the Bankruptcy Court
abused its discretion in making the challenged discovery
determinations.

For these reasons, Judge Swain affirmed the January 18, 2006
Bankruptcy Court Order authorizing employment of Deloitte &
Touche to perform audit of the Debtors' 2005 financial statements

A full-text copy of the District Court Opinion and Order dated
May 26, 2006, is available for free at:

        http://bankrupt.com/misc/Delphi_May26DCOrder.pdf

                         About Delphi Corp

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- was a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi had approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

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


DELPHI CORP: District Court Won't Review LDTC Non-Appointment
-------------------------------------------------------------
Law Debenture Trust Company of New York notified the Bankruptcy
Court that it took an appeal on February 17, 2006 to the United
States District Court for the Southern District of New York of a
February 8, 2006 Bankruptcy Court Order denying its request to be
part of the Official Committee of Unsecured Creditors.

In its appeal, Law Debenture insisted that the Bankruptcy Court
erroneously applied the "abuse of discretion" standard in its
review of the U.S. Trustee for Region 2's decision regarding the
composition of the Committee.  The Bankruptcy Court should have
reviewed the decision de novo, Law Debenture asserted.

Judge Denise Cote of the District Court, however, determined that
the February 8 order does not merit District Court review.
Although the Bankruptcy Court said that, "at least as to whether
a particular member should be appointed to a committee, the U.S.
Trustee's decision should be reviewed on an abuse-of discretion
basis," the Bankruptcy Court made an independent determination of
the merits of the U.S. Trustee's decision when ruling on Law
Debenture's motion to be part of the Creditors' Committee, Judge
Cote averred.  Moreover, since Law Debenture has not shown that
there is a controlling question of law at stake here, it is
unnecessary to consider the remaining components of an inquiry
under Section 1292(b) of the Bankruptcy Code, Judge Cote opined.
Against this backdrop, Judge Cote denied an interlocutory appeal
pursuant to Section 158(a)(3) of the Judiciary and Judicial
Procedure.

Similarly, Judge Cote found that the February 8 order is not
reviewable under the collateral order doctrine.  Judge Cote
explained that the collateral order doctrine is a narrow
exception to the general rule that interlocutory orders are not
appellable as a matter of right.  To fall within that exception,
the order must:

  (i) conclusively determine the disputed question;

(ii) resolve an important issue completely separate from the
      merits of the action; and

(iii) be effectively unreviewable on appeal from a final
      judgment.

In Law Debenture's context, the Bankruptcy Court's decision to
allow the Creditors Committee to continue with its current
composition is not sufficiently separable from the outcome of the
bankruptcy action, Judge Cote stated.  Indeed, Law Debenture's
objective in petitioning for a seat on the Committee is to secure
its direct participation in the Debtors' Plan of Reorganization
that will ultimately result from the Debtors' bankruptcy cases,
Judge Cote averred.  Moreover, the substantive decisions made by
the Committee will in many cases be subject to review by the
Bankruptcy Court and ultimately, the District Court, Judge Cote
opined.  If circumstances change, Law Debenture may be granted a
seat on the Committee, Judge Cote added.

In this light, Judge Cote denied Law Debenture's motion for leave
to appeal.

A full-text copy of the District Court Opinion and Order dated
July 5, 2006, is available for free at:

          http://bankrupt.com/misc/Delphi_Jul5DCOrder.pdf

                         About Delphi Corp

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- was a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi had approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

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


DELPHI CORP: Wagner-Smith Wants Avoidance Claims Orders Vacated
---------------------------------------------------------------
Delphi Corp. and its units sought and obtained an order on
August 16, 2007, establishing procedures for certain adversary
proceedings, including those commenced by the Debtors under
Section 541, 544, 545, 547, 548 or 553 of the Bankruptcy Code.  At
the Debtors' behest, the Court entered orders extending the
deadline under Rule 4(m) of the Federal Rules of Civil Procedure,
by which they would be required to serve process on March 28,
2008, April 30, 2008, and October 22, 2009.

The Debtors filed an adversary complaint under seal against
Wagner-Smith Company in September 2007, seeking to recover,
pursuant to Sections 547 and 550, alleged preferential transfers
made to the Defendant in the aggregate amount of $617,284.
Counsel to Wagner-Smith, Andrew D. Gottfried, Esq., at Morgan,
Lewis & Bockius LLP, in New York, relates that his client was
served with the Complaint on or about December 21, 2009, over two
years after the limitations period provided by Section 546(a)
Expired on October 8, 2007.

Consequently, Wagner-Smith asks to Court to:

  (i) vacate pursuant to Rule 60 of the Federal Rules of Civil
      Procedure and Rule 9024 of the Federal Rules of Bankruptcy
      Procedure, the Preservation of Estate Claims Order dated
      August 16, 2007, and the Extension Orders dated March 28,
      2008, April 30, 2008 and October 22, 2009, with respect to
      its case;

(ii) dismiss, with prejudice, the Adversary Proceeding against
      it, pursuant to Rule 12(b) of the Federal Rules of Civil
      Procedure and Rule 7012(b) of the Federal Rules of
      Bankruptcy Procedure because it is barred by the two-year
      statute of limitations imposed by Section 546(a) and thus,
      fails to state a claim upon which relief may be granted;
      or

(iii) in the alternative, dismiss, with prejudice, the Adversary
      Proceeding against it on the ground that it is barred by
      judicial estoppel.

"The combination of permitting the Debtors to file the Complaint
under seal -- thus preventing Wagner-Smith from discovering that
it had been sued -- while continually extending the Debtors' time
to serve process in excess of two years past the expiration of
the statute of limitations set forth in Section 546(a) -- also
without notice to Wagner-Smith -- has resulted in a proceeding
completely devoid of procedural due process," Mr. Gottfried
contends.  He further asserts that the fact that the Debtors are
seeking to avoid allegedly preferential payments to Wagner-Smith
was, thus, not "commercial information" that needed to be kept or
should have been kept confidential under Section 107.

Mr. Gottfried also insists that the Extension Orders should not
have been entered as good cause did not exist to extend the time
to serve process as a matter of law.  Good cause generally exists
under Civil Rule 4(m) when service is not completed on a named
defendant within the required 120-day period, he explains.  In
this context, Wagner-Smith was entitled to rely, had no reason
not to rely, and indeed relied, upon the policy of repose
embedded within Section 546(a), having received no notice for
more than two years after the statute of limitations had expired
that it had been sued by the Plaintiffs, Mr. Gottfried contends.

Moreover, the Complaint is barred by judicial estoppel, Mr.
Gottfried points out.  In two of the Debtors' requests to extend
the Civil Rule 4(m) deadline, the Debtors asserted that of the
742 adversary proceedings commenced under seal, only the claims
relating to Laneko Engineering Co., Wachovia Bank, National
Association, Laneko Engineering Co. Inc., and their affiliates
and subsidiaries were subject to the Preservation of Estate
Claims Procedures Order.  The Court adopted the Debtors' position
in entering the Extension Orders.  Thus, by serving the Complaint
on Wagner-Smith, the Debtors are now attempting to reverse a
legal position previously asserted in two of their requests and
adopted by the Court, Mr. Gottfried maintains.

                         About Delphi Corp

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- was a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi had approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

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


DIAMOND OAKS: Hartford's Motion for Relief from Stay Denied
-----------------------------------------------------------
Diamond Oaks Vineyards, Inc., is a Subchapter S corporation wholly
owned by Dinesh Maniar.  It owns the real properties located at
4500 St. Helena Highway, and 4531 St. Helena Highway, Calistoga,
California. The properties are working vineyards which produce an
annual crop.

In February of 2007, title to the properties was held by Maniar.
He refinanced them at that time with loans from Harford Life and
Accident Insurance Company, which knew that Maniar conducted his
businesses through several Subchapter S corporations but
nonetheless made the loans to Maniar and insisted on a term in the
loan agreements which forbade the transfer of the properties to
another entity without its consent despite Maniar's attempt to
negotiate more flexible terms.

In February of 2009, Maniar defaulted on the loans and foreclosure
proceedings commenced. In June of that year, Harford Life and
Accident Insurance Company assigned its notes and deeds of trust
to Hartford Life, Inc.

On September 10, 2009, just days before foreclosure sale, Maniar
deeded the properties to the debtor for no consideration. This
Chapter 11 was commenced on September 14, 2009. Hartford has moved
the court for relief from the automatic stay, arguing that this
transfer and the bankruptcy filing were done in bad faith.

The Honorable Alan Jaroslovsky says that Hartford is correct in
arguing that stay relief should generally be granted if a pattern
of conduct known as "new debtor syndrome" is demonstrated.
Typically, the new debtor syndrome involves a transfer of
distressed property into a newly created corporation on the eve of
foreclosure for no consideration; the debtor has no assets other
than the transferred property; the debtor has no or minimal
unsecured debt and no employees or ongoing business and no means
to service the debt. In re Duvar Apt., Inc., 205 B.R. 196, 200
(9th Cir. BAP 1996).

But there are a few problems with Hartford's attempt to
characterize this case as the classic example of the new debtor
syndrome, Judge Jaroslovsky says.

First of all, the debtor is not new; Hartford's predecessor in
interest knew about it when the loan was made and contracted for
the property to remain in Maniar's name notwithstanding Maniar's
request that he be allowed to make a reasonable transfer to
another entity. Secondly, the debtor has other assets, other
debts, and employees. Lastly, it has an ongoing, revenue-earning
business.

Hartford's real argument is that Maniar has breached the terms of
the loan agreements forbidding transfer of its collateral to
another entity. There is certainly a confirmation issue as to
whether this is the sort of default which can be cured pursuant to
Sec. 1123(a)(5)(G) of the Bankruptcy Code.  "While the debtor may
not prevail on this issue, it is not bad faith to try," Judge
Jaroslovsky says.

The basic problem with Hartford's motion is its presumption that
it is entitled to relief from the automatic stay if it
demonstrates elements of new debtor syndrome. Hartford is entitled
to relief it demonstrates bad faith. In this case, Hartford fully
concedes that Maniar is very seriously, perhaps terminally, ill.
It is clear that Maniar has not made the transfer to harm or
defraud Hartford, but to place the debtor in a position to
continue to carry on its business and reorganize without him in
the event of his incapacitation or death. The new debtor syndrome
can be evidence of bad faith. A good faith attempt to reorganize
is not subject to summary dismissal or stay relief merely because
some elements of new debtor syndrome may be present.

Judge Jaroslovsky finds that this Chapter 11 case was commenced in
good faith and for a proper purpose. Accordingly, Hartford's
motion for relief from the automatic stay will be denied, without
prejudice to its right to seek relief on other grounds. Counsel
for the debtor shall submit an appropriate form of order.

Calistoga, California-based Diamond Oaks Vineyards, Inc. operates
a winery.  The Company and Southland Thoroughbred Farms, Inc.
filed for Chapter 11 (Bankr. N.D. Calif. Case Nos. 09-12995 and
09-12996) on Sept. 14, 2009.  David N. Chandler, Esq. at the Law
Offices of David N. Chandler represents the Debtors in their
restructuring efforts.  The Debtors estimated their assets and
debts at $10 million to $50 million at the time of the chapter 11
filing.


DUBAI WORLD: May Offer 60% Recovery to Creditors
------------------------------------------------
People familiar with the matter have told Zawya Dow Jones that
Dubai World may offer creditors just 60% of the money they are
owed as part of a deal to reschedule $22 billion in debt.

According to Dow Jones Newswires' Mirna Sleiman, one potential
offer being considered in Dubai World's debt-restructuring talks
was a repayment offer of 60 cents on the dollar, paid back after
seven years, and backed up by government guarantees.

Sources told Dow Jones another proposal involves creditors
receiving full payment, including 40% of their Dubai World debt in
the form of assets in Nakheel -- Dubai World's real estate unit --
but with no government guarantee over the same seven-year period,.

Dow Jones reports Dubai World isn't expected to offer a formal
restructuring proposal until March or April. A spokeswoman for the
Dubai finance department, which is spearheading the restructuring
talks and providing financial support to the company during the
negotiations, said Monday there have been no proposals floated by
either the government or the company.

According to Dow Jones, Dubai's main stock index eased 0.3%
Monday, with analysts blaming uncertainty about the debt-
restructuring talks at Dubai World.  That followed a 3.5% drop
Sunday.

Dow Jones also reports that on Monday, the cost of insuring Dubai
debt against default rose to its highest level since March 2009.
Dubai's five-year credit-default-swap spread surged close to 0.25
percentage point to 6.52 percentage points Monday in London,
according to CMA DataVision, a credit-pricing provider.

Dow Jones explains the spread widening means it now costs around
$652,000 a year to insure a notional $10 million of Dubai's
sovereign debt against default for five years, up from around
$627,000 at Friday's close.  A month ago it cost $421,000.

                        6-Month Standstill

In November 2009, the Troubled Company Reporter ran a story
about Dubai World seeking a six-month standstill on its debt
obligations.  The government of Dubai said it would restructure
Dubai World and has appointed Deloitte LLP to lead the
restructuring effort, naming an executive at the consultancy as
the group's "chief restructuring officer."

Bloomberg News' Arif Sharif and Laura Cochrane said Dubai World
has US$59 billion in liabilities.  Bloomberg said Dubai
accumulated US$80 billion of debt by expanding in banking, real
estate and transportation before credit markets seized up last
year.

The Wall Street Journal said Standard & Poor's in an October
report estimated Dubai World could be responsible for as much as
50% of Dubai's total government and corporate debt load of some
US$80 billion to US$90 billion.

                          Large Exposure

As reported by the Troubled Company Reporter-Europe on Dec. 1,
2009, The Wall Street Journal's Chip Cummins, Dana Cimilluca and
Sara Schaefer Munoz, citing a person familiar with the matter,
said that U.K.'s Royal Bank of Scotland Group PLC, HSBC Holdings
PLC, Barclays PLC, Lloyds Banking Group PLC, Standard Chartered
PLC and ING Groep NV of the Netherlands, are among the
international banks that have large exposure in Dubai World.

RBS has lent roughly US$1 billion to Dubai World, another person
said, according to the Journal.  Sources also told the Journal
Barclays's exposure to Dubai World is roughly US$200 million, and
that exposure is effectively hedged.

David Robertson at The (U.K) Times reported Credit Suisse has
estimated that European banks could have EUR40 billion
(GBP36 billion) in loans to Dubai and much of this could be at
risk if the Gulf emirate defaults.

The Journal, citing people familiar with the matter, said the
banks with the greatest exposure to Dubai World are Abu Dhabi
Commercial Bank and Emirate NBD PJSC, people familiar with the
matter said.

Dow Jones Newswires' Margot Patrick related that a report by the
Emirates Banks Association said the top eight foreign banks in the
United Arab Emirates by lending volume -- HSBC, Standard
Chartered, Barclays, HSBC, Royal Bank of Scotland's ABN Amro,
Citigroup Inc., BNP Paribas SA, Lloyds and Credit Agricole SA's
Calyon, -- extended about US$36 billion in loans in 2008
throughout the federation, without breaking down the loans by
emirate or type of borrower.

                        About Dubai World

Dubai World -- http://www.dubaiworld.ae/-- is Dubai's flag bearer
in global investments.  As a holding company it operates a highly
diversified spectrum of industrial segments and plays a major role
in the emirate's rapid economic growth.  Dubai World's investment
spans four strategic growth areas of 21st Century commerce namely,
Transport & Logistics, Drydocks & Maritime, Urban Development and
Investment & Financial Services.  Dubai World's portfolio includes
DP World, one of the largest marine terminal operators in the
world; Drydocks World & Dubai Maritime City designed to turn Dubai
into a major ship-building and maritime hub; Economic Zones World
which operates several free zones around the world including Jafza
and TechnoPark in Dubai; Nakheel the property developer behind
iconic projects such as The Palm Islands and The World among
others; Limitless the international real estate master planner
with current development projects in various parts of the world;
Leisurecorp a global sports and leisure investment group,
reshaping the industry by unlocking value across investment,
development and brand opportunities; Dubai World Africa which
oversees the regional development and portfolio of investments in
the African continent; and Istithmar World, the group's investment
arm that has a global footprint in finance, capital, leisure,
aviation and various other business ventures.

The Sun Never Sets on Dubai World, its Web site says.


DUNE ENERGY: Amends Employee Severance Plan
-------------------------------------------
Dune Energy Inc. has amended its employee severance plan, which
applies to all employees, other than those employed with the
Company pursuant to the terms of specific employment contracts.

The severance plan provides that upon the involuntary termination
of a covered employee:

   * Officers would receive twelve months Base Salary plus their
     Target Bonus;

   * select employees would receive six months Base Salary plus
     50% of their Target Bonus; and

   * other employees would receive three months Base Salary plus
     25% of their Target Bonus.

As amended, the plan eliminates Target Bonus as a component of a
Covered Employee's severance, and now provides that upon an
Involuntary Termination, Officers will receive six months Base
Salary and all other Covered Employees will receive three months
Base Salary.

A full-text copy of the Company's employee severance plan is
available free at http://ResearchArchives.com/t/s?5289

                         About Dune Energy

Based in Houston, Texas, Dune Energy, Inc., is an independent
energy company.  Since May of 2004, it has been engaged in the
exploration, development, acquisition and exploitation of natural
gas and crude oil properties, with interests along the
Louisiana/Texas Gulf Coast.  Its properties cover 100,000 gross
acres across 23 producing oil and natural gas fields.

                           *     *     *

According to the Troubled Company Reporter on Jan. 26, 2010,
Standard & Poor's Ratings Services withdrew its 'CCC-' corporate
credit and senior secured debt ratings on Dune Energy Inc. at the
company's request.  S&P also withdrew its '3' recovery rating on
the company's $300 million of senior unsecured notes due 2012.


EAST CAMERON: Court Denies Committee's Motion to Convert Case
-------------------------------------------------------------
The Hon. Robert Summerhays of the U.S. Bankruptcy Court for the
Western District of Louisiana denied the Official Committee of
Unsecured Creditors' motion to convert East Cameron Partners, LP's
case to one under Chapter 7, or to appoint trustee in the case.

As reported in the Troubled Company Reporter on July 27, 2009, the
Committee said that the Debtor grossly mismanaged its estate,
wasted assets, and has recorded losses and shown preferential
treatment of management's affiliates for each month of its
operation.

Based in Lafayette, Louisiana, East Cameron Partners, LP --
http://www.eastcameronpartners.com/-- is an independent oil and
gas exploration and production company.  The Company filed for
Chapter 11 relief on Oct. 16, 2008 (Bankr. W.D. La. Case No.
08-51207).  Benjamin W. Kadden, Esq., Christopher T. Caplinger,
Esq., and Stewart F. Peck, Esq., at Lugenbuhl, Wheaton, Peck,
Rankin & Hubbard, represent the Debtor as counsel.  Michael H.
Piper, Esq., and William E. Steffes, Esq., at Steffes, Vingiello &
McKenzie, L.L.C., represent the Official Committee of Unsecured
Creditors as counsel.  When the Debtor filed for protection from
its creditors, it listed over $100 million each in assets and
debts.


EAST CAMERON: Wants Add'l Financing to Hasten Asset Sales
---------------------------------------------------------
East Cameron Partners, LP, asks the U.S. Bankruptcy Court for the
Western District of Louisiana to authorize an additional loan from
Cheyne Special Situations Fund LP, Cheyne Vista Fund LP, Dupont
Pension Trust, Camulos Master Fund LP and Plainfield Direct Inc.

The lenders have significant vested interest in the Chapter 11
case, including having already provided $4 million in postpetition
financing.

The Debtor is in immediate need to obtain funds in order to meet
its ongoing operational and administrative needs and to preserve
the value of its estate pending the sale of substantially all of
its assets.

The lenders agreed to loan the Debtor an additional $490,000, in
exchange for the grant of a superperiority administrative claim,
priming of liens on any and all encumbered property, first liens
on any and all unencumbered property, and perfected security
interest in and liens of the highest available priority on the DIP
collateral.

The lenders advised the Debtor during negotiations that they will
not consent to being primed by a superpriority lien granted to
another third party lender.

                 About East Cameron Partners

Based in Lafayette, Louisiana, East Cameron Partners, LP --
http://www.eastcameronpartners.com/-- is an independent oil and
gas exploration and production company.  The Company filed for
Chapter 11 relief on Oct. 16, 2008 (Bankr. W.D. La. Case No.
08-51207).  Benjamin W. Kadden, Esq., Christopher T. Caplinger,
Esq., and Stewart F. Peck, Esq., at Lugenbuhl, Wheaton, Peck,
Rankin & Hubbard, represent the Debtor as counsel.  Michael H.
Piper, Esq., and William E. Steffes, Esq., at Steffes, Vingiello &
McKenzie, L.L.C., represent the Official Committee of Unsecured
Creditors as counsel.  When the Debtor filed for protection from
its creditors, it listed over $100 million each in assets and
debts.


EAST CAMERON: Wants to Sell Assets to Lender Group
--------------------------------------------------
East Cameron Partners, LP, asks the U.S. Bankruptcy Court for the
Western District of Louisiana to approve an asset purchase
agreement with Cheyne Special Situations Fund LP, Cheyne Vista
fund LP, Dupont Pension Trust, Camulos Master Fund LP and
Plainfield Direct Inc.

The asset purchase agreement provides East Cameron's 11 U.S.C.
Sec. 363 sale of certain assets to Cheyne, et al., provided that
the group is not outbid by other parties.

Cheyne, et al., are offering to retire their claims under a credit
facility.  The retirement of the debt will permit the Debtor to
make distributions to administrative claimants and unsecured
creditors under a plan of reorganization that the Debtor intends
to file after the consummation of the sale.

The APA includes these terms:

Purchase Price:    a) a credit bid in the amount of $4 million

                   b) the aggregate amount of the assumed
                      liabilities

Acquired Assets:   Include all rights, title and interest in the
                   assets of the Debtor

Excluded Assets    Include, among other things: (i) cash; (ii)
                   corporate books and records of seller; (iii)
                   causes of action and equitable rights and
                   remedies; and (iv) rights, title and interest
                   of seller in and to all contracts that are not
                   assigned contracts.

Break-Up Fee:      $100,000

Closing Date       March 8, 2010, at the offices of the Debtor's
                   counsel

The Debtor proposes that the interested parties to bid on the
acquired assets will attend the hearing on sale motion scheduled
for March 2, 2010.

The Debtor also asks the Court to schedule an auction and an
auction hearing.

Based in Lafayette, Louisiana, East Cameron Partners, LP --
http://www.eastcameronpartners.com/-- is an independent oil and
gas exploration and production company.  The Company filed for
Chapter 11 relief on Oct. 16, 2008 (Bankr. W.D. La. Case No.
08-51207).  Benjamin W. Kadden, Esq., Christopher T. Caplinger,
Esq., and Stewart F. Peck, Esq., at Lugenbuhl, Wheaton, Peck,
Rankin & Hubbard, represent the Debtor as counsel.  Michael H.
Piper, Esq., and William E. Steffes, Esq., at Steffes, Vingiello &
McKenzie, L.L.C., represent the Official Committee of Unsecured
Creditors as counsel.  When the Debtor filed for protection from
its creditors, it listed over $100 million each in assets and
debts.


EASTMAN KODAK: Amends Prospectus for KKR Notes, Warrants
--------------------------------------------------------
Eastman Kodak Company filed with the Securities and Exchange
Commission amendments to registration statements related to its
issuance of:

     -- $300,000,000 10.50% Senior Notes due 2017; and
     -- Warrants to Purchase Shares of Common Stock and
        40,000,000 Shares of Common Stock Underlying the Warrants

As reported by the Troubled Company Reporter, Kodak in September
2009 completed its issuance to Kohlberg Kravis Roberts & Co. L.P.-
managed investment vehicles of $300 million in aggregate principal
amount of 10.50% Senior Secured Notes due 2017 and warrants to
purchase 40 million shares of Kodak common stock.  The KKR
transaction, along with a separate private placement transaction
of $400 million aggregate principal amount of Convertible Senior
Notes due 2017, which closed on September 23, was part of an
overall $700 million financing transaction designed to reinforce
Kodak's strategic direction and strengthen the company's financial
position.

                           10.50% Notes

In September 2009, Kodak issued the 10.50% Notes in a private
placement pursuant to the exemption from the registration
requirements of the Securities Act of 1933, as amended.  The
prospectus supplement may be used by selling securityholders to
resell their notes.  Kodak will not receive any proceeds from the
sale of the notes.

The selling securityholders are KKR Jet Stream (Ireland)
Corporation; 8 North America Investor (Cayman) Limited; and OPERF
Co-Investment LLC.

The notes bear cash interest at a rate of 10.00% per year and
accrue PIK Interest at a rate of 0.50% per year.  PIK Interest is
interest paid by increasing the principal amount of the notes.
Interest on the notes is payable on April 1 and October 1 of each
year, beginning on April 1, 2010.  The notes will mature on
October 1, 2017.  At any time and from time to time prior to
October 1, 2013, Kodak may redeem the notes, in whole or in part,
at a purchase price equal to 100% of the principal amount of the
notes (including any increase in the principal amount reflecting
PIK Interest) redeemed plus a make-whole premium plus accrued and
unpaid interest to, but excluding, the redemption date.  At any
time and from time to time on and after October 1, 2013, Kodak may
redeem the notes, in whole or in part, at a redemption price equal
to 100% of the principal amount of the notes (including any
increase in the principal amount reflecting PIK Interest) redeemed
plus accrued and unpaid interest to, but excluding, the redemption
date.  In addition, at any time and from time to time prior to
October 1, 2012, Kodak may redeem up to 35% of the notes at a
redemption price equal to 110.50% of the principal amount of the
notes so redeemed plus accrued and unpaid interest to, but
excluding, the redemption date, with proceeds from permitted sales
of certain kinds of Kodak's capital stock. Upon the occurrence of
a change of control or the sale of certain of Kodak's assets,
Kodak may be required to repurchase some or all of the notes.

The notes are fully and unconditionally guaranteed on a senior
secured basis by each of Kodak's existing and future direct or
indirect wholly owned domestic subsidiaries, subject to certain
exceptions.  The notes are secured by a second-priority lien on
substantially all domestic assets of the issuer and any
guarantors, subject to certain exceptions.

There is currently no market for the notes.  Kodak does not intend
to list the notes on any national securities exchange.

A full-text copy of the prospectus supplement is available at no
charge at http://ResearchArchives.com/t/s?52bb

                             Warrants

In September 2009, Kodak issued warrants to purchase 40 million
shares of its common stock in a private placement pursuant to the
exemption from the registration requirements of the Securities Act
of 1933, as amended.  The prospectus supplement may be used by
selling securityholders to resell their warrants and the common
stock issuable upon exercise of the warrants.  Kodak will not
receive any proceeds from the sale of the securities.

The warrants are exercisable at any time after the date of
issuance at a per share exercise price of $5.50.  The warrants
expire on September 29, 2017.  A holder of a warrant may pay the
exercise price of the warrants in cash or by cashless exercise.
The exercise price and number of shares of common stock underlying
the warrants are subject to customary adjustments upon the
occurrence of certain events.  In addition, if a holder exercises
a warrant in connection with a make whole adjustment event
involving Kodak, the exercise price of the warrants will be
decreased.

The selling securityholders are 8 North America Investor (Cayman)
Limited; OPERF Co-Investment LLC; and KKR JetStream LLC.

A full-text copy of the prospectus supplement is available at no
charge at http://ResearchArchives.com/t/s?52bc

                        About Eastman Kodak

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

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

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

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


EASTMAN KODAK: Gets Lenders' OK to Obtain $200MM in New Loans
-------------------------------------------------------------
Eastman Kodak Company, Kodak Canada Inc. and certain subsidiaries
of the Company on February 10, 2010, entered into Amendment No. 2
to the Amended and Restated Credit Agreement, dated March 31,
2009, among the Company, Kodak Canada Inc., the lenders party
thereto, Citigroup Global Markets Inc. and Banc of America
Securities LLC, as co-lead arrangers and co-bookrunners, Bank of
America, N.A., as syndication agent, and Citicorp USA, Inc., as
agent.

Pursuant to the Amendment, the Company is permitted to incur
additional Permitted Senior Debt of up to $200 million aggregate
principal amount and may incur debt that refinances existing debt
and Permitted Senior Debt so long as the refinancing debt meets
certain requirements, including that the refinancing debt
otherwise meets the definition of Permitted Senior Debt.
Permitted Senior Debt and Permitted Refinancing Debt may be
guaranteed by the guarantors under the Credit Agreement and may
also be secured by a second priority lien on the assets of the
Company and such guarantors, subject to an intercreditor
agreement.  At all times prior to the application of the net
proceeds of Permitted Refinancing Debt to such refinancing, such
proceeds must be deposited in one or more deposit accounts over
which the Agent has a perfected security interest.

The Amendment also permits the Company to use the net proceeds of
(i) Permitted Refinancing Debt and (ii) Permitted Senior Debt
issued or incurred prior to the effective date of the Amendment to
prepay, redeem, purchase, defease or otherwise satisfy its public
debt securities or Permitted Senior Debt.

In connection with the Amendment, the Company reduced the
commitments of its non-extending lenders by $125,250,000.

The members of the lending consortium under AMENDMENT NO. 2 TO THE
AMENDED AND RESTATED CREDIT AGREEMENT are:

     * Citicorp USA, INC., as Agent and Lender;
     * Bank of America, N.A.;
     * Lloyds TSB Bank PLC;
     * Citibank, N.A.-Secondary Trading;
     * Morgan Stanley Senior Funding, Inc.;
     * The Bank of New York Mellon;
     * PNC Bank, N.A.;
     * Commerzbank AG New York and Grand Cayman Branches;
     * Sumitomo Mitsui Banking Corporation;
     * Mizuho Corporate Bank, Ltd.;
     * Barclays Bank PLC;
     * Goldman Sachs Lending Partners LLC;
     * Pacific Investment Management Company LLC's PIMCO Floating
       Rate Strategy Fund; PIMCO Floating Rate Income Fund; and
       Loan Funding III (Delaware) LLC;
     * Credit Suisse AG, Cayman Islands Branch;
     * CIT Group/Business Credit, Inc.;
     * Wells Fargo Capital Finance, LLC;
     * The Bank of Nova Scotia;
     * Societe Generale;
     * Fifth Third Bank;
     * NATIXIS;
     * The Foothill Group, LLC;
     * DZ Bank AG, New York Branch; and
     * LightPoint CLO 2004-I, Ltd.; and Premium Loan
       Trust I, Ltd.

A full-text copy of Amendment No. 2 is available at no charge at:

                   http://ResearchArchives.com/t/s?52b7

                       About Eastman Kodak

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

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

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


EASTMAN KODAK: Sees Digital Revenues to Grow Up to 9% This Year
---------------------------------------------------------------
Eastman Kodak Company this year expects revenues from its digital
portfolio to grow by 5% to 9%.  When combined with a more moderate
decline in the company's traditional business, Kodak said this
should result in an overall revenue growth of 0% to 1%.

The Company made the disclosure at its annual strategy meeting
with investors on February 4 in New York.  At the meeting, Kodak
detailed plans to build on the momentum generated in the second
half of 2009 and accelerate profitable growth on the strength of
its expertise in materials science and digital image science.

According to Kodak, the digital growth will be driven on the
consumer side (CDG) by an expanding portfolio of higher-margin
digital cameras and devices, including the recently announced
KODAK SLICE Touchscreen Camera, KODAK PLAYSPORT Video Camera, and
the KODAK PULSE Digital Picture Frame.  The company also expects
continued significant revenue growth and earnings improvement from
its revolutionary line of consumer inkjet products, which produced
market share gains and doubled the installed base during 2009.
During 2010, Kodak expects to continue to grow market share for
its consumer inkjet printers and significantly expand sales of
high-margin ink and media.

On the commercial side, Kodak said GCG growth will be fueled by
increased sales of digital plates and presses, workflow software,
document scanners, and new product introductions, including the
KODAK PROSPER Press Platform, a next-generation approach to
continuous inkjet printing that provides offset-class quality,
speed, reliability and increased productivity, and the recently
commercialized KODAK FLEXCEL NX System, an innovative, flexible
plate for the rapidly growing package printing market.

As the commercial printing industry continues to transition from
traditional to digital technology, Kodak believes it is uniquely
positioned because it offers the broadest range of digital and
traditional solutions to assist printers through each stage of
their transition.

As reported by the Troubled Company Reporter, Kodak in September
2009 completed its issuance to Kohlberg Kravis Roberts & Co. L.P.-
managed investment vehicles of $300 million in aggregate principal
amount of 10.50% Senior Secured Notes due 2017 and warrants to
purchase 40 million shares of Kodak common stock.  The KKR
transaction, along with a separate private placement transaction
of $400 million aggregate principal amount of Convertible Senior
Notes due 2017, which closed on September 23, was part of an
overall $700 million financing transaction designed to reinforce
Kodak's strategic direction and strengthen the company's financial
position.

On January 28, 2010, Kodak reported fourth-quarter 2009 earnings
from continuing operations of $430 million, or $1.36 per share,
on sales of $2.582 billion.  Fourth-quarter sales were
$2.582 billion, a sequential increase of 45% from the third
quarter of 2009 and a 6% increase from the year-ago quarter,
including 4% of favorable foreign exchange impact. Revenue from
digital businesses totaled $1.991 billion, a 12% increase from
$1.779 billion in the prior-year quarter, resulting from the
combination of an increase in non-recurring intellectual property
licensing revenue and increased demand for consumer inkjet printer
systems, kiosk media and digital plates. Revenue from the
company's traditional business decreased 10% to $589 million for
the fourth quarter. This revenue decline rate was significantly
reduced compared to the first three quarters of 2009, reflecting
sequentially improved demand across all traditional businesses,
particularly Entertainment Imaging.

For full-year 2009, the company reported a loss from continuing
operations of $232 million, or $0.87 per share. This compares to a
loss of $727 million, or $2.58 per share, in 2008. Full-year
revenue totaled $7.606 billion, a 19% decline from 2008. Full-year
digital revenue totaled $5.345 billion, a 17% decline from 2008,
and traditional revenue totaled $2.257 billion, a 24% decline.
These results reflect the recession's impact on demand, especially
in the first half of 2009. The company expects that customer
demand for its digital products will continue to grow, as the
economy recovers.

As of December 31, 2009, Kodak had $7.714 billion in total assets
against $7.694 billion in total liabilities.

At the investors' meeting, Kodak indicated that over the next
three years it will leverage its expanding portfolio of digital
and traditional businesses, and will continue its focus on
operational efficiency, to deliver increased revenue, earnings,
and cash flow.

For 2010, on a continuing operations basis, Kodak expects:

     -- Segment earnings from operations of $350 million to
        $450 million on total company revenue of between
        $7.5 billion to $7.7 billion.  This equates to GAAP
        earnings from continuing operations before interest
        expense, other income (charges), net and income taxes of
        $275 million to $375 million;

     -- 2010 GAAP earnings from continuing operations in the range
        of negative $50 million to positive $50 million;

     -- Digital revenue growth of 5% to 9%, and overall revenue
        growth of 0% to 1%;

     -- Positive cash generation before restructuring, and, on a
        GAAP basis, net cash provided by continuing operations
        from operating activities of $50 million to $150 million;

     -- A year-end cash balance of $1.8 billion to $2.0 billion,
        after taking into account all cash actions, including
        modest debt payments due during 2010.

"Our strategy is working and we are on track toward sustained
profitability," Antonio M. Perez, Kodak's Chairman and Chief
Executive Officer, said on February 4.  "We are successfully
managing through one of the deepest global economic downturns in
history, and we have emerged as a leaner, more competitive
company.  Today, Kodak is well-established in large markets, and
we are gaining traction in new growth markets, with the broadest
and most competitive portfolio of digital products in the
company's history.  We have solid liquidity and the financial
flexibility necessary to fully implement our strategy.  In 2010
and beyond, we will fully utilize the innovative thinking of Kodak
people to drive sustainable, profitable growth and increase the
value of this great company."

According to Kodak, its Film, Photofinishing & Entertainment Group
has maintained a strong market position in all of its key product
categories, and continues to be a solid cash generator.  The FPEG
portfolio includes Entertainment Imaging products and services,
traditional photofinishing, consumer and professional film capture
and services, and products for industrial film markets.  For 2010,
the company expects stable performance and a continued solid cash
contribution from its Entertainment Imaging business, and
moderation in the industry decline rate across its traditional
product lines.

Kodak said it enters 2010 with a strong cash position, solid
liquidity, and the financial flexibility to fully implement its
strategy for profitable growth.

The company's target business model assumes, on average, a
compound annual growth rate for digital revenues of 7% to 9% from
2010 through 2012, and a total company compound annual revenue
growth rate of approximately 3% during that period.

Kodak's target model for 2012 includes a gross profit margin goal
for its digital businesses of 30% and a total company gross profit
margin goal of 28%.  The company's goal for segment earnings from
operations is 8% of revenue for the digital businesses and 7% of
revenue for the total company.  This total company goal equates to
earnings from continuing operations before interest expense, other
income (charges), net, and income taxes of 7% of revenue.

"We are regaining our momentum, our strategy is paying off, and
our customers are embracing our distinctive value propositions in
our new growth markets," said Mr. Perez.  "Kodak is a financially
solid company with the broadest and most competitive digital
product portfolio that we have ever had, a sustainable traditional
business, a lean cost structure, leading intellectual property,
and a well-respected brand.  We expect customer demand for our
digital products to continue to outpace the market, which
positions us well for sustained profitability and increased
shareholder value."

A full-text copy of Kodak's statement on the investors' meeting is
available at no charge at http://ResearchArchives.com/t/s?52b8

A full-text copy of Kodak's earnings release is available at no
charge at http://ResearchArchives.com/t/s?52b9

A full-text copy of Kodak's financial discussion document is
available at no charge at http://ResearchArchives.com/t/s?52ba

                        About Eastman Kodak

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

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

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


EASTMAN KODAK: Vanguard, Brandes, BlackRock Report Stake
--------------------------------------------------------
The Vanguard Group, Inc., said that as of December 31, 2009, it
may be deemed to beneficially own 14,117,110 shares or roughly
5.26% of the common stock of Eastman Kodak Company.

Vanguard Fiduciary Trust Company, a wholly owned subsidiary of The
Vanguard Group, is the beneficial owner of 616,281 shares or 0.23%
of the Common Stock outstanding of the Company as a result of its
serving as investment manager of collective trust accounts.  VFTC
directs the voting of these shares.

Brandes Investment Partners, L.P.; Brandes Investment Partners,
Inc.; Brandes Worldwide Holdings, L.P.; Charles H. Brandes; Glenn
R. Carlson; and Jeffrey A. Busby disclosed that as of December 31,
2009, they may be deemed to beneficially own a de minimis 1,415
shares or common stock of Eastman Kodak Company.

Brandes is an investment fund based in San Diego, California.

BlackRock Inc. said that as of December 31, 2009, it may be deemed
to beneficially own 17,162,071 shares or roughly 6.4% of the
common stock of Eastman Kodak Company.

                        About Eastman Kodak

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

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

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


EBRO FOODS: Flawed Invoices Nixed Creditor's PACA Priority
----------------------------------------------------------
WestLaw reports that a produce supplier's failure to make the
mandated disclosures regarding the extended payment terms on its
invoices in compliance with the Perishable Agricultural
Commodities Act, 7 U.S.C. Sec. 499a, et seq., barred the supplier
from establishing a PACA trust claim.  The supplier could not rely
upon its purported substantial compliance with PACA to establish a
trust claim.  In re Ebro Foods, Inc., --- B.R. ----, 2010 WL
347997 (Bankr. N.D. Ill.) (Wedoff, J.).

Ebro Foods, Inc. -- http://www.ebrofoods.com/-- is based in
Chicago, Ill., and operates a food processing facility producing
canned specialty foods.  Ebro Foods sought chapter 11 protection
(Bankr. N.D. Ill. Case No. 09-10101) on Mar. 24, 2009.  Forrest L.
Ingram, Esq., Patrick F. Lambe, Esq., Helena Milman, Esq., and
Gautham Kaveti, Esq., at Forrest L. Ingram, P.C., in Chicago,
represent the Debtor is its restructuring.  At the time of the
filing, Ebro Foods estimated its assets at less than $50,000, and
its debts between $1 million and $10 million.


EDRA BLIXSETH: Porcupine Creek Asset for Sale at $75 Million
------------------------------------------------------------
Kate McGinty at The Desert Sun reports that Edra Bixseth's 249-
acre Porcupine Creek estate was placed for sale for $75 million.

Edra D. Blixseth owns the Porcupine Creek Golf Club in Rancho
Mirage and the Yellowstone Club in Montana.  Ms. Blixseth filed
for Chapter 11 bankruptcy protection on March 26, 2009 (Bankr. D.
Mont. Case No. 09-60452).  Gary S. Deschenes, Esq., at Deschenes &
Sullivan Law Offices assists Ms. Blixseth in her restructuring
efforts.  The Debtor listed $100 million to $500 million in assets
and $500 million to $1 billion in debts.

The Hon. Ralph B. Kirscher of the U.S. Bankruptcy Court for the
District of Montana converted Ms. Blixseth's Chapter 11
reorganization case to a Chapter 7 liquidation proceeding.


ELEMENT 21 GOLF: December 31 Balance Sheet Upside-Down by $1.4-Mil
------------------------------------------------------------------
Element 21 Golf Company and subsidiaries' consolidated balance
sheets at December 31, 2009, showed $3,134,826 in total assets and
$4,588,774 in total liabilities, resulting in a $1,453,948
shareholders' deficit.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $3,100,998 in total current
assets available to pay $4,187,980 in total current liabilities.

For the six months ended December 31, 2009, the Company had
revenue of $1,660,453, which includes non-cash barter revenue of
$42,109, and incurred costs of sales of $867,380 and general and
administrative expenses of $2,048,045, and interest income of
$775, and interest expense of $106,804.

Included in general and administrative expense is a non-cash
charge of $887,118 representing the value of compensatory common
stock and warrants for services provided by consultants.

This resulted in a net loss of $1,361,001, as compared with the
six months ended December 31, 2008, in which the Company had
revenue of $985,907, incurred costs of sales of $635,047 and
general and administrative expenses of $1,557,816, and interest
income of $2,629, and interest expense of $41,591, offset by
derivative income of $103,525, resulting in a net loss of
$1,142,393.

The increase in revenues was primarily a result of the launch of
the fishing line in fiscal year 2008.

For the three months ended December 31, 2009, the Company had
revenue of $901,635.  Net loss was $769,586.  For the three months
ended December 31, 2008, the Company had revenue of $430,651 and
incurred a net loss of $503,587.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://researcharchives.com/t/s?52c2

                       Going Concern Doubt

The Company began generating revenues in fiscal 2005.  Even with
the generation of revenues from the sale of golf and fishing
products now being produced and sold, the Company expects to incur
expenses in excess of revenues for an indefinite period.

During the six months ended December 31, 2009, the Company
incurred a net loss of $1,361,001 and cash utilized in operations
during this period was $526,144.  For the fiscal year ended
June 30, 2009, the Company realized a net loss of $1,593,160 and
utilized cash of $96,224 from operations.

"These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern."

                         About Element 21

Headquartered in Toronto, Canada, Element 21 Golf Company (OTC:
ETGF) http://www.e21golf.com/-- designs, develops and markets
Scandium alloy golf and fishing products.


EPICEPT CORP: Proposes to Issue Up to $15-Mil. in Shares
--------------------------------------------------------
EpiCept Corporation has established an at-the-market program
through which it may sell shares of its common stock having an
aggregate offering price of up to $15 million.  Maxim Group LLC is
acting as sales agent on the program.

Sales of EpiCept shares under the program, if any, may be made by
means of ordinary brokers' transactions on The Nasdaq Capital
Market or, to the extent allowable by law, the Nasdaq OMX
Stockholm Exchange, at market prices.

Additionally, under the terms of the sales agreement, the Company
may also sell shares of its common stock through the sales agent,
on the Nasdaq Capital Market or, to the extent allowable by law,
the Nasdaq OMX Stockholm Exchange, or otherwise, at negotiated
prices or at prices related to the prevailing market price.  As
sales agent, Maxim will not engage in any transactions that
stabilize the Company's common stock.

The Company intends to use any net proceeds it may receive from
the offering to meet working capital needs and repay indebtedness,
as well as for general corporate purposes.

A full-text copy of the Company's equity distribution agreement is
available for free at http://ResearchArchives.com/t/s?52ae

                        Going Concern Doubt

As reported by the Troubled Company Reporter-Europe on Nov. 17,
2009, EpiCept Corporation posted a net loss of $4,813,000 for the
three months ended Sept. 30, 2009, from a net loss of $6,163,000
for the same period a year ago.  The Company posted a net loss of
$34,378,000 for the nine months ended September 30, 2009, from a
net loss of $20,006,000 for the same period a year ago.

Revenue was $116,000 for the three months ended September 30,
2009, from $78,000 for the same period a year ago.  Revenue was
$322,000 for the nine months ended September 30, 2009, from
$169,000 for the same period a year ago.

At September 30, 2009, the Company had $11,962,000 in total assets
against $17,122,000 in total liabilities, resulting in $5,160,000
in stockholders' deficit.

EpiCept's management believes that existing cash and cash
equivalents will be sufficient to meet projected operating and
debt service requirements into the second quarter of 2010.
Additional funding for the Company's operations is anticipated to
be derived from sales of Ceplene(R) in Europe, fees from the
Company's strategic partners including a marketing partner for
Ceplene(R) in Europe, strategic relationships for other product
candidates including NP-1 or other financing arrangements.

"We have devoted substantially all of our cash resources to
research and development programs and selling, general and
administrative expenses, and to date we have not generated
any meaningful revenues from the sale of products.  Since
inception, we have incurred significant net losses each year.  As
a result, we have an accumulated deficit of $230.6 million as of
September 30, 2009.  Our recurring losses from operations and the
accumulated deficit raise substantial doubt about our ability to
continue as a going concern," the Company said in its quarterly
report on Form 10-Q.

                           About EpiCept

Based in Tarrytown, New York, EpiCept Corporation (Nasdaq and OMX
Nordic Exchange: EPCT) is focused on the development and
commercialization of pharmaceutical products for the treatment of
cancer and pain.  The Company's lead product is Ceplene(R), which
has been granted full marketing authorization by the European
Commission for the remission maintenance and prevention of relapse
in adult patients with Acute Myeloid Leukemia in first remission.
The Company has two oncology drug candidates currently in clinical
development that were discovered using in-house technology and
have been shown to act as vascular disruption agents in a variety
of solid tumors.  The Company's pain portfolio includes EpiCeptTM
NP-1, a prescription topical analgesic cream in late-stage
clinical development designed to provide effective long-term
relief of pain associated with peripheral neuropathies.


EXPRESS LLC: S&P Raises Corporate Credit Rating to 'B+'
-------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Columbus, Ohio-based apparel retailer Express LLC
to 'B+' from 'B'.  S&P also revised the outlook on the company to
stable from negative.

The company's operating performance has been inconsistent.  As
part of Limited Brands, Express had early success in terms of
sales and profits.  At its peak in 1997, the chain had 1,297
units.  However, the brand -- especially the men's business --
underperformed from 2002 to 2005 and has contracted to its current
573 units.  The company's profitability bottomed in 2005, when it
took heavy write-downs to clear inventory from its 2004 failed
brand repositioning.

"New management brought in during 2005 realigned pricing to better
match customer expectations, increased inventory levels, and
accelerated the migration of the store base toward the dual-gender
format," said Standard & Poor's credit analyst Jackie E. Oberoi.
This resulted in significant improvements in profitability from
2006 through the first half of 2008.  The company had a difficult
second half of 2008, because it was hurt by the U.S. recession.
Same-store sales dropped 17% in the fourth quarter of 2008, and
the operating margin eroded to 6.1% from 19.2% in the year-ago
period.  Despite same-stores sales declining at a double-digit
rate in the first half of 2009, the company has expanded margins
as a result of leaner inventories, fewer markdowns, and cost-
reduction initiatives.

"S&P expects positive same-store sales for the fourth quarter of
2009," added Ms. Oberoi, "and this, along with continued benefit
from its expense-reduction initiatives and better inventory
management in the second half of this year, is likely to lead to
significantly improved margins and EBITDA for the year."  S&P
expects the company's operating margin to expand to about 21.0% in
2009 from 16.4% a year ago despite a slight decline in sales for
the year.  Still, the company's financial performance is
vulnerable to swings in comparable-store sales because Express is
not expanding its store base.


FAIRPOINT COMMS: NNE Telephone Files Schedules & Statement
----------------------------------------------------------
A.     Real Property                              $136,818,634
       See http://bankrupt.com/misc/NNETO_SAL_A1.pdf
B.     Personal Property
B.1    Cash on hand                                          0
B.2    Bank Accounts                                         0
       See http://bankrupt.com/misc/NNETO_SAL_B2.pdf
B.13   Business Interests and stocks
       See http://bankrupt.com/misc/NNETO_SAL_B13.pdf
B.16   Accounts Receivable
       A/R Retail                                   95,515,616
       A/R Wholesale                                42,350,125
       A/R Other                                     3,915,039
       A/R NECA & USAC                                 607,970
       Trade Payable Debit Balance
         Ciena Communications Inc.                      61,854
         Jasper Engine & Transmission                    1,100
         Rockingham Electrical Supply Co. Inc              660
         Casella Waste Management Inc                      562
         Adtran Inc.                                       195
         FW Webb Company                                   147
         Maine Commercial Tire Inc                          32
         Napa Auto Parts                                     1
       A/R Allowance                               (41,093,412)
B.23   Licenses                                   Undetermined
       See http://bankrupt.com/misc/NNETO_SAL_B23.pdf
B.25   Vehicles                                      8,816,785
B.26   Boats, motors                                    44,124
B.28   Office equipment, furnishings and supplies
       Company Communication Equipment                  25,665
       Furniture                                       105,992
       General Purpose Computers                     7,974,874
B.29   Machinery
       Construction In Progress (Phone Plant)       93,233,626
       Digital Switching and Circuit Equipment     277,784,283
       Other Terminal Equipment                     17,110,704
       Outside Communication Equipment             617,756,925
       Public Telephone Terminal Equipment                 213
       Tools and other work equipment                7,092,954
B.35   Other Personal Property
       Prepaid Maintenance                             613,472
       Prepaid Property Taxes                        1,513,312
       Prepaid Rent                                     12,444
       Prepaid State Regulatory                        373,244

       TOTAL SCHEDULED ASSETS                   $1,120,637,140
       =======================================================

C.   Property Claimed as Exempt                   -

D.   Secured Claim                                Undetermined

E.   Unsecured Priority Claims                      $1,481,604
     See http://bankrupt.com/misc/NNETO_SAL_E1.pdf

F.   Unsecured Non-priority Claims
     Trade Payables
      Comcast Phone                                    124,897
      CRC Communications of Maine Inc                  567,204
      Glacial Energy of New England                    575,416
      Langille Construction Inc                        115,828
      Lightshop Telecom LLC                            110,338
      Lucas Tree Expert Co                             159,805
      McFarland Cascase For-Tek                        426,736
      MMSTV Associate                                  100,004
      New Hampshire Electric Coop                      596,764
      On Target Utility Services                       336,372
      Oxford Networks                                  145,930
      RH White Construction Inc.                       157,820
      Others                                         3,362,552
       See http://bankrupt.com/misc/NNETO_SAL_F1.pdf
     Litigation & Insurance Liabilities                 13,814
       See http://bankrupt.com/misc/NNETO_SAL_F2.pdf
     Other Liabilities                                       0
       See http://bankrupt.com/misc/NNETO_SAL_F3.pdf
     Intercompany Liabilities                      (84,919,018)
     Billing and Collection Liabilities                      0
       See http://bankrupt.com/misc/NNETO_SAL_F5.pdf

       TOTAL SCHEDULED LIABILITIES                ($76,643,934)
       =======================================================

                Statement of Financial Affairs

Northern New England Telephone Operations LLC Senior Vice Lisa R.
Hood reports that during the two years before the Petition Date,
the Company income from employment and the operations of its
business:

Year                  Source                         Amount
----                  ------                      ------------
01/01/09 - 09/30/09   Interstate Access Revenue   $202,505,283
                       Intrastate Access Revenue     16,004,187
                       Local Service Revenue        238,967,868
                       Long Distance Revenue         33,594,814
                       Miscellaneous Revenue         23,352,591

01/01/08 - 12/31/08   Interstate Access Revenue   $225,307,384
                       Intrastate Access Revenue              0
                       Local Service Revenue        286,324,821
                       Long Distance Revenue         45,630,991
                       Miscellaneous Revenue         30,718,049

01/01/07 - 12/31/07         ----                            $0

NNE Telephone Operations also earned income from sources other
than the operation of its business two years immediately before
the Petition Date:

Year                  Source                       Amount
----                  ----------                 -----------
01/01/09 - 09/30/09   Other Income                 $541,438
                       Dividend Income                23,910

01/01/08 - 12/31/08   Other Income                  366,663
                       Dividend Income                   276

01/01/07 - 12/01/07   Other Income                        0
                       Dividend Income                     0

The Company didn't make any payments to creditors or insiders in
the 90-day period before it filed for bankruptcy.

Ms. Hood disclosed that within one year immediately preceding the
Petition Date, NNE Telephone Operations was or is a party to
several lawsuits and administrative proceedings, a list of which
is available for free at:

           http://bankrupt.com/misc/NNETO_SOFA_4A.pdf

The Company gave gifts or donations, totaling $333,651 to
charitable institutions a year immediately before the Petition
Date.  A detailed list of the donations is available for free at:

            http://bankrupt.com/misc/NNETO_SOFA_7.pdf

The Company also recorded a loss of $117,606 resulting from
flooding at a call center located at 5 Davis Farm Road, in Maine,
in October 2008.  The Company's exposure to the damages is
$100,000.

NNE Telephone Operations closed six accounts at BNY Mellon for
the period from March to October 2009.

The Company also received several environmental-related notices
from the U.S. Environmental Protection Agency and the New
Hampshire Department of Environmental Services on certain
landfill sites and some instances of groundwater and soil
contamination.

Ms. Hood disclosed certain inventory done by NNE Telephone
Operations in 2009 with respect to their Portland, Maine
Facility:

Description               Inventory Date        Amount
-----------               --------------     -----------
Central Office Inventory     08/24/09          $360,102
Plug-In Card Inventory       10/27/09         6,487,257
Poles and Cable Inventory    09/23/09         5,293,312

                  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)


FIRSTFED FINANCIAL: Terminates Cash Tender Offers & Solicitations
-----------------------------------------------------------------
FirstFed Financial Corp. has terminated its cash tender offers and
consent solicitations for its outstanding senior debt securities.

The cash tender offers and consent solicitations were made
pursuant to an Offer to Purchase and Consent Solicitation
Statement, dated June 19, 2009, and the related Letter of
Transmittal and Consent.  None of the Securities were purchased in
the cash tender offers and consent solicitations, and all
Securities previously tendered and not withdrawn will be promptly
returned to their respective tendering holders.

Based in California, FirstFed Financial Corp. filed for Chapter 11
protection on Jan. 6, 2010 (Bankr. C.D. Calif. Case No. 10-10150).
Jon L. Dalberg, Esq., at Landau Gottfried & Berger LLP, represents
the Debtor in its restructuring efforts.  In its petition, the
Debtor listed assets of of between $1 million and $10 million, and
debts of between $100 million and $500 million.


FLAG INTERMEDIATE: Posts $35.7 Million Net Loss in 2009
-------------------------------------------------------
Flag Intermediate Holdings Corporation and subsidiaries reported a
net loss of $35.7 million for the year ended December 31, 2009,
compared to net income of $93.4 million for the year ended
December 31, 2008.  Flag Intermediate, its wholly owned subsidiary
Metals USA, Inc. and the wholly owned subsidiaries of Metals USA
are referred to collectively in the Company's annual report as the
"Company."

Net sales decreased $1.057 billion, or 49.0%, from $2.156 billion
for the year ended December 31, 2008, to $1.099 billion for the
year ended December 31, 2009.  The decrease was primarily
attributable to a 36.1% decrease in volumes for the Company's Flat
Rolled and Non-Ferrous and Plates and Shapes Product Groups, in
addition to a 22.5% decrease in average realized prices.

The Company reported an operating loss of $22.1 million for 2009,
from operating income of $207.0 million for 2008.  The reversal
was primarily a result of the decrease in net sales.

During the year ended December 31, 2009, the Company purchased
$48.7 principal amount of the 1 1/8% senior secured notes due 2015
(the "Metals USA Notes") in the open market, resulting in a pretax
gain of $13.6 million (net of unamortized deferred financing
costs) on debt extinguishment.

                          Balance Sheet

At December 31, 2009, Flag Intermediate Holdings Corporation and
subsidaries' consolidated balance sheets showed total assets of
$619.2 million, total liabilities of $478.1 million, and total
stockholders' equity of $141.1 million.

The Company's working capital decreased from $635.3 million at
December 31, 2008, to $276.3 million at December 31, 2009.

A full-text copy of the Company's 2009 annual report on Form 10-K
is available at no charge at http://researcharchives.com/t/s?5262

                 Liquidity and Capital Resources

The Company's primary sources of short-term liquidity are
borrowings under the ABL facility and cash flow from operations.
The Company believes these resources will be sufficient to meet
its working capital and capital expenditure requirements for 2010.
As of December 31, 2009, the Company had $75.0 million drawn on
the ABL facility, borrowing availability was $122.9 million of
which the Company could only borrow $77.9 million because the
Fixed Charge Coverage Ratio ("FCCR") was less than 1.0 to 1.0 as
of December 31, 2009, and the Company had cash of $5.5 million.

At February 5, 2010, the Company had $78.0 million drawn on the
ABL facility, borrowing availability was $125.8 million and the
Company had cash of $5.3 million.

The Company generally meets long-term liquidity requirements, the
repayment of debt and investment funding needs, through additional
borrowings under the ABL facility and the issuance of debt
securities.  At December 31, 2009, the Company's long-term debt
consisted of $75.0 million of outstanding borrowings on the ABL
facility, $226.3 million principal amount of the Metals USA Notes,
an Industrial Revenue Bond with $5.7 million principal amount
outstanding and approximately $100,000 in vendor financing and
purchase money notes.  The Company believes that cash flow from
operations, supplemented by cash available under the ABL facility,
will be sufficient to enable it to meet its debt service and
operational obligations as they come due for at least the next
twelve months.

During the year ended December 31, 2009, net cash provided by
operating activities was $248.9 million.  This amount was
primarily attributable to decreases in accounts receivable and
inventories.  Changes in working capital during 2009 reflect the
change in the business environment that began during the fourth
quarter of 2008, when the Company began reducing inventory
purchases as a result of weaker demand and declining prices.  The
Company's accounts receivable decreased due to lower sales levels
in 2009.

Net cash used in investing activities was $7.8 million for the
year ended December 31, 2009, and consisted of proceeds from sales
of assets of approximately $500,000 offset by $4.1 million of
capital expenditures and $4.2 million for the acquisition of VR
Laser Services USA, Inc.  For the year ended December 31, 2009,
the most significant internal capital projects were expansion of
the Company's plate processing machinery and equipment at the
Company's Tulsa, Oklahoma and York, Pennsylvania Plates and Shapes
facilities.

Net cash used in financing activities was $328.6 million for the
year ended December 31, 2009, and consisted primarily of net
repayments on the ABL facility of $293.0 million, in addition to
repayments of other long-term debt of $35.6 million.

During the year ended December 31, 2008, net cash provided by
operating activities was $92.0 million.  Through the first three
quarters of 2008, the Company generated significant profits as
global steel prices rose to record highs.  The Company's increased
profitability was the primary contributor to the Company's cash
flow from operations for 2008.  During the fourth quarter of 2008,
the Company began to decrease its inventories in response to
slackening demand and decreasing prices.  The Company's fourth
quarter 2008 reduction in working capital also contributed to cash
flow from operations for the year.

Net cash used in investing activities was $7.7 million for the
year ended December 31, 2008, and consisted of proceeds from sales
of assets of $9.5 million offset by $12.2 million of purchases of
assets and $5.0 million of contingent consideration paid during
2008 in connection with the May 2006 acquisition of Port City
Metal Services.  For the year ended December 31, 2008, the most
significant internal capital project was the expansion of the
Company's New Orleans Plates and Shapes facility.

Net cash used in financing activities was $4.9 million for the
year ended December 31, 2008, and consisted primarily of net
borrowings on the ABL facility of $87.5 million, offset by
dividends paid to Metals USA Holdings of $87.5 million,
$2.4 million of repayments of long-term debt and $2.5 million of
deferred financing costs.

                         About Metals USA

Headquartered in Fort Lauderdale, Florida, Metals USA, Inc. --
http://www.metalsusa.com/-- provides processed carbon steel,
stainless steel, aluminum, and specialty metals, as well as
manufactured metal components in the United States and Canada.  It
operates in three groups: Flat Rolled and Non-Ferrous Group,
Plates and Shapes Group, and Building Products Group.

All of Metals USA Inc.'s issued and outstanding common stock is
held indirectly by Metals USA Holdings through Flag Intermediate
Holdings Corporation, its wholly owned subsidiary.

                           *     *     *

As reported by the Troubled Company Reporter on April 15, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Houston-based Metals USA Holdings Corp. and on its
wholly owned subsidiary, Metals USA Inc., to 'CCC+' from 'B-'.  At
the same time, S&P lowered its rating on the senior secured notes
and the senior unsecured pay-in-kind toggle notes to 'CCC-' from
'CCC'.

The recovery rating remains at '6' on these issues, indicating
negligible (0%-10%) recovery in the event of a payment default.
The outlook is negative.  All ratings are removed from
CreditWatch, where they were placed with negative implications on
March 18, 2009, due to the sharp deterioration in steel market
conditions in North America over the past several months and S&P's
expectation that operating conditions will remain challenging in
the near-term.


FLYING J: Promises to Repay Most Debts in Ch. 11 Plan
-----------------------------------------------------
Flying J Inc. filed with the U.S. Bankruptcy Court for the
District of Delaware a proposed plan of reorganization that
contemplates the (i) sale of its travel center and trucking
operations and other assets to Pilot Travel Centers LLC in
exchange for cash, and (ii) the continuing operations of certain
units as a going concern.

Under the Plan, unsecured creditors and higher ranked claims will
be paid in full though some of them may still be impaired.
Holders of equity interests will retain their interests.

Under the Plan, the reorganized Company will have:

   * a minority stake -- 11.6% -- in Pilot, which is in the travel
     center or highway hospitality business;

   * a 50% stake in Transportation Clearing House LLC, which is in
     the financial and fuel card services business;

   * the 30,000 barrel per day NSL Refinery in Utah;

   * a 100% ownership of the Transportation Alliance Bank, an
     FDIC-insured business that makes loans to the transportation
     Industry; and

   * real estate properties.

A copy of the Plan is available for free at:

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

A copy of the Disclosure Statement is available for free at:

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

                          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.


FORD MOTOR: BlackRock Pares Equity Interest to 4.92%
----------------------------------------------------
BlackRock Inc. said as of January 29, 2010, it may be deemed to
beneficially own 159,716,492 shares or roughly 4.92% of the common
stock of Ford Motor Co.

BlackRock Inc. said as of December 31, 2009, it may be deemed to
beneficially own 168,514,166 shares or roughly 5.19% of Ford
shares.

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

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

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

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

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


FORD MOTOR: Evercore Trust Reports 8.23% Stake
----------------------------------------------
Evercore Trust Company, N.A., disclosed that as of December 31,
2009, it may be deemed to beneficially own 272,420,203 shares or
roughly 8.23% of the common stock of Ford Motor Co.

New York-based Evercore said it is a bank as defined in Section
3(a)(6) of the Securities Exchange Act of 1934.

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

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

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

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

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


FORD MOTOR: State Street Reports 11.9% Equity Stake
---------------------------------------------------
Boston-based State Street Corporation said that as of January 31,
2010, it may be deemed to beneficially own in the aggregate
386,301,461 shares or roughly 11.9% of the common stock of Ford
Motor Co.

State Street Bank and Trust Company said that as of January 31,
2010, it may be deemed to beneficially own 11.2% of Ford shares:

     -- 84,714,126 shares in various capacities; and
     -- 276,825,724 shares as trustee for the Ford Defined
        Contribution Plans Master Trust

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

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

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

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

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


FORD MOTOR: Wellington Management Reports 5.33% Stake
-----------------------------------------------------
Wellington Management Company LLP in Boston disclosed that in its
capacity as investment adviser, it may be deemed to beneficially
own 172,665,315 shares or roughly 5.33% of the common stock of
Ford Motor Co. which are held of record by clients of Wellington
Management.

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

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

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

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

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


FREESCALE SEMICON: NY Appellate Court Lifts Trial Court Stay Order
------------------------------------------------------------------
The New York state appellate court vacated the stay of the trial
court proceedings challenging the March 2009 issuance of
incremental term loans under Freescale Semiconductor Inc.'s senior
secured credit facility but denied the plaintiffs' motion to
enjoin the proposed amendments to the Credit Facility and the
issuance of senior secured notes to repay a portion of the Credit
Facility.

The appellate court's order does not bar the closing of the
proposed Transactions which is expected to occur on Feb. 19, 2010.
However, the plaintiffs have informed the company that they intend
to seek to enjoin the proposed Transactions in the trial court at
a hearing to be held Feb. 16, 2010.

The Company believes the plaintiffs' application and all of their
other claims are without merit, and intends to vigorously contest
their application and the underlying litigation.

According to the Troubled Company Reporter on Feb. 11, 2010, A
group of lenders under the senior secured credit facility of
Freescale Semiconductor Inc. asked the New York state appellate
court to vacate the stay of trial court proceedings and to enjoin
the company from continuing to amend the credit facility and issue
secured notes to repay a portion of the facility until the group
obtain a ruling on a temporary restraining order to be filed in
the trial court if the stay is lifted.

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

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

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

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

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

                   About Freescale Semiconductor

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

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


FREESTONE RESOURCES: Posts $115,000 Net Loss in Q2 Ended Dec. 31
----------------------------------------------------------------
Freestone Resources, Inc. reported a net loss of $115,056 on
revenue of $5,703 for the three months ended December 31, 2009,
compared with a net loss of $22,884 on revenue of $33,030 in the
same period in 2008.

The increase in loss is mainly related to increased administrative
expenses.

For the six months ended December 31, 2009, net loss was $130,228
on revenue of $27,195, compared to a net loss of $282,396 on
revenue of $69,292 for the six months ended December 31, 2008.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed total assets of $1,767,897, total liabilities of $702,033,
and total shareholders' equity of $1,065,864.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $33,551 in total current
assets available to pay $660,910 in total current liabilities.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://researcharchives.com/t/s?5265

                       Going Concern Doubt

Freestone incurred operating losses, and has a negative working
capital position as of December 31, 2009.  "The above factors
raise substantial doubt about Freestone's ability to continue as a
going concern."

No commitments to provide additional funds have been made by
management or other stockholders.

                    About Freestone Resources

Based in Dallas, Freestone Resources, Inc. (FNSR.OB) --
http://www.freestoneresourcesinc.com/-- is an oil and gas
technology development company that focuses on innovative
solutions for unconventional and conventional oil recovery in
economic and environmentally responsible ways.

The Company acquired 100% of the issued and outstanding stock of
Earth Oil Services, Inc., a Nevada corporation, in a non-cash
transaction on September 24, 2009.  EOS owns certain exclusive,
territorial, license agreements to a proprietary technology that
is a chemical solvent that can separate, extract and recycle
hydrocarbon contaminants from ground soils, tar sands, vessels and
other materials.  This technology is marketed under the name
EncapSol.


GENERAL GROWTH: Equity Committee Gets Nod to Retain Saul Ewing
--------------------------------------------------------------
The Official Committee of Equity Security Holders in General
Growth Properties Inc.'s Chapter 11 cases obtained the Court's
authority to retain Saul Ewing LLP as its counsel, nunc pro tunc
to September 9, 2009.

As the Equity Committee's counsel, Saul Ewing will:

  (i) assist and advise the Equity Committee in its review,
      analysis of, and negotiations regarding the terms of one
      or more plans of reorganization for the Debtors and
      accompanying disclosure statements and related plan
      documents and with respect to valuation matters;

(ii) represent the Equity Committee at all hearings and other
      proceedings before the Court, as necessary consistent with
      the interests of the Equity Committee;

(iii) review and analyze motions, applications, orders,
      statements, operating reports and schedules filed with the
      Court affecting equity interests and advise the Equity
      Committee as to their propriety, and to the extent deemed
      appropriate by the Equity Committee support, join or
      object, as applicable; and

(iv) perform other legal services as may be required or are
      deemed to be in the interests of the Equity Committee in
      accordance with the Equity Committee's powers and duties
      as set forth in the Bankruptcy Code, Bankruptcy Rules or
      other applicable law.

The Debtors will pay the firm according to its professionals'
customary hourly rates:

        Title                         Range per Hour
        -----                         --------------
    Partners                            $340 to $800
    Special Counsel and Counsel         $290 to $550
    Associates                          $235 to $390
    Paraprofessionals                   $140 to $265

These Saul Ewing professionals will have primary responsibility
for providing services to the Equity Committee:

   Name                Title                   Rate per Hour
   ----                -----                   -------------
   John J. Jerome      Partner - Bankruptcy         $800
                       and Restructuring Dept.

   Joyce A. Kuhns      Partner - Bankruptcy         $520
                       and Restructuring Dept.

   Edith K. Altice     Associate - Bankruptcy       $315
                       and Restructuring Dept.

   John F. Stoviak     Partner - Litigation Dept.   $700

   Timothy Callahan    Partner - Litigation Dept.   $580

The Debtors will reimburse Saul Ewing for expenses incurred.

John J. Jerome, Esq., at Saul Ewing, discloses that his firm
represents RBC Capital Markets and Brookfield Asset Management in
matters unrelated to the Debtors' Chapter 11 cases.  Moreover, he
says that Saul Ewing represented certain parties in matters
unrelated to the Debtors' Chapter 11 cases, a list of which is
available for free at:

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

Despite these disclosures, Mr. Jerome maintains that Saul Ewing
represents no interest adverse to the Debtors, the Debtors'
individual creditors or the Equity Committee.  Accordingly, Saul
Ewing is a "disinterested person" as the term is defined under
Section 101(14) of the Bankruptcy Code.

Prior to entry of the order, John J. Jerome, Esq., a member of
Saul Ewing LLP, informed the Court that as of February 3, 2010, no
objections were served to the Equity Committee's application to
retain Saul Ewing as the Equity Committee's counsel.  Saul Ewing
has not received any informal objections to the Application, he
added.

                  About General Growth Properties

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

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

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


GENERAL GROWTH: Reports Public Offering of Aliansce Stock
---------------------------------------------------------
General Growth Properties, Inc., announced that Aliansce Shopping
Centers S.A. has completed an initial public offering of
Aliansce's common shares on the Brazilian Stock Exchange, or
BM&FBovespa.  GGP did not sell any of its Aliansce shares in the
offering and now has approximately a 31.4% ownership interest in
Aliansce, which develops, owns and manages shopping centers in
Brazil.

The initial public offering involved 65,000,000 of Aliansce's
common shares, with each share priced at R$9.00 (equivalent to
approximately US$4.86).  Aliansce sold 50,000,000 shares in the
offering and selling shareholders other than GGP sold 15,000,000
shares.

The securities were not registered under the U.S. Securities
Act of 1933, as amended, or any state securities laws, and unless
so registered, may not be offered or sold in the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act
and applicable state securities laws.

                  About General Growth Properties

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

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

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


GENERAL GROWTH: To Lower Miller Buckfire Cap to $30.2 Million
-------------------------------------------------------------
General Growth Properties Inc. and its units ask the Court to
approve a third supplement to the engagement of Miller Buckfire &
Co., LLC, as their financial advisor.

The Debtors and Miller Buckfire wish to amend the terms of the
engagement to fix the firm's fees at $30,250,000, thus lowering
the total compensation payable to Miller Buckfire from the prior
maximum of $33,000,000.

The terms of the Third Supplement are:

  (a) At the request of General Growth Properties, Inc., Miller
      Buckfire will deliver a Fairness Opinion, for which Miller
      Buckfire will receive a fee of $3,000,000 upon delivery of
      the Fairness Opinion; provided, however, that 100% of the
      Opinion Fee will be credited against a Fixed Fee.

  (b) Miller Buckfire has agreed to forgo any Financing Fee
      in connection with its retention.  The effect of this is

        (i) to eliminate any possible difference in fees for
            Miller Buckfire should the Debtors pursue one type
            of transaction over another, example, a financing
            rather than an M&A transaction, or vice versa, and

       (ii) more closely mirror the fee structure contemplated
            by UBS Securities LLC's retention.

  (c) The total amount of all fees actually paid to Miller
      Buckfire by the Debtors will be $30,250,000.  Accordingly,
      upon consummation of a Transaction, Miller Buckfire will
      be paid $30,250,000, provided that all fees actually paid
      to Miller Buckfire by the Debtors will be credited against
      the fixed fee.  This represents a reduction of $2,750,000
      from the previous potential maximum fee of $33,000,000.
      This reduction was agreed to by Miller Buckfire in
      consideration of the Debtors' proposed employment of UBS.

At the Debtors' behest, the Court shortened the notice period with
respect to the amended engagement and scheduled a hearing on the
amended engagement for February 22, 2010.  Objections are due
February 17.

                  About General Growth Properties

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

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

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


GHOST TOWN: BB&T Wants Case Converted to Chapter 7 Liquidation
--------------------------------------------------------------
Branch Banking and Trust Company asks the U.S. Bankruptcy Court
for the Western District of North Carolina to convert Ghost Town
Partners, LLC's Chapter 11 case to on under Chapter 7.

BB&T is the holder of a secured interest in certain property owned
by the Debtor and is a party-in-interest in the Debtor's Chapter
11 case.

BB&T relates that the Debtor:

   -- has not requested Court authority to use cash collateral;

   -- engaged in the unauthorized use of cash collateral, and
      violated the operating order;

   -- failed to file its monthly reports for the month of November
      and December 2009;

   -- failed to pay 2009 property taxes; and

   -- failed to file an application to employ Steve Shiver, an
      insider, or Global Management Services, his related company,
      despite being directed to do so by Judge J. Craig Whitley at
      a hearing held on August 19, 2009.

Based in Waynesville, North Carolina, Ghost Town Partners, LLC,
operates an amusement park.  The Debtor filed for Chapter 11
protection on March 11, 2009 (Bankr. W. D. N.C. Case No. 09-
10271).  David G. Gray, Esq., at Westall, Gray, Connolly & Davis,
P.A., and William E. Cannon, Jr., at Brown, Ward & Haynes P.A.,
represent the Debtor in its restructuring efforts.  In its
bankruptcy petition, the Debtor listed total assets of $13,035,300
and total debts of $12,305,672.


GLOBAL CROSSING: Iridian Asset Management Reports 5.2% Stake
------------------------------------------------------------
Iridian Asset Management LLC; David L. Cohen; and Harold J. Levy
disclosed that as of December 31, 2009, they may be deemed to
beneficially own in the aggregate 3,131,745 shares or roughly 5.2%
of the common stock of Global Crossing Limited.

Effective June 30, 2009, Messrs. Cohen and Levy indirectly
acquired ownership and control of 100% of the equity interest of
Iridian from BIAM (US) Inc., an indirect wholly owned subsidiary
of The Governor and Company of the Bank of Ireland.  Thus, on that
date, Messrs. Cohen and Levy may be deemed to have acquired
beneficially ownership of all shares of Common Stock beneficially
owned by Iridian.

Iridian is majority owned by Arovid Associates LLC, a Delaware
limited liability company owned and controlled by the following:
12.5% by Mr. Cohen, 12.5% by Mr. Levy, 37.5% by LLMD LLC, a
Delaware limited liability company, and 37.5% by ALHERO LLC, a
Delaware limited liability company.  LLMD LLC is owned 1% by Mr.
Cohen, and 99% by a family trust controlled by Mr. Cohen.  ALHERO
LLC is owned 1% by Mr. Levy and 99% by a family trust controlled
by Mr. Levy.

                        About Global Crossing

Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC)
and its subsidiaries are a global communications service provider,
serving many of the world's largest corporations, government
entities and many other telecommunications carriers, providing a
full range of Internet Protocol and managed data and voice
products and services.  The Company's network delivers services to
nearly 700 cities in more than 60 countries and six continents
around the world.  The Company operates as an integrated global
services provider with operations in North America, Europe, Latin
America and a portion of the Asia/Pacific region, providing
services that support a migration path to a fully converged IP
environment.

Global Crossing reported a net loss of US$73 million for the three
months ended September 30, 2009, from a net loss of US$72 million
for the year ago period.  Global Crossing reported a net loss of
US$104 million for the nine months ended September 30, 2009, from
a net loss of US$232 million for the year ago period.

At September 30, 2009, Global Crossing had US$2,463,000,000 in
total assets against US$2,796,000,000 in total liabilities,
resulting in US$333,000,000 in stockholders' deficit.


GREEN DRAGON: Posts $29,000 Net Loss in December Quarter
--------------------------------------------------------
Green Dragon Wood Products, Inc., reported a net loss of $29,082
on revenue of $2,768,964 for the three months ended December 31,
2009, compared with a net loss of $148,020 on revenue of
$3,217,503 for the same period of 2008.

The decrease in net loss of $118,938 or 80.36% resulted primarily
from an increase in gross profit and a decrease in overall general
and administrative expenses.

For the nine months ended December 31, 2009, the Company reported
net income of $88,406 on revenue of $9,006,218, compared to net
income of $36,357 on revenue of $11,709,476 for the same period a
year ago.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed $7,962,722 in total assets, $6,012,274 in total
liabilities, and $1,950,448 in total stockholders' equity.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://researcharchives.com/t/s?52b5

                       Going Concern Doubt

For the nine months ended December 31, 2009, the Company incurred
a negative operating cash flow of $273,840.  The continuation of
the Company as a going concern through December 31, 2010, is
dependent upon the continuing financial support of its
shareholders and credit facility from the banks.  Also, the
Company is currently pursuing the additional financing for its
operations.  However, there is no assurance that the Company will
be successful in securing sufficient funds to sustain the
operations.

"These factors raise substantial doubt about the Company's ability
to continue as a going concern."

                        About Green Dragon

Based in Kowloon, Hong Kong, Green Dragon Wood Products, Inc., was
incorporated under the laws of the State of Florida on
September 26, 2007.  The Company, through its subsidiaries, mainly
engages in re-sale and trading of wood logs, wood lumber, wood
veneer and other wood products in Hong Kong.


HEALTHSPRING INC: S&P Assigns 'B+' Rating on $350 Mil. Loan
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
issue-level rating to HealthSpring Inc.'s new $350 million senior
credit facilities, which consist of a five-year $175 million term
loan and a four-year $175 million revolver.  At the same time,
Standard & Poor's withdrew its 'B+' issue-level ratings on
HealthSpring's prior senior credit facilities which were
originally scheduled to mature in October 2012.  As part of the
transaction, HealthSpring used funds borrowed under its new credit
facilities, along with cash on hand, to pay down $237 million in
outstanding term loans under the previous credit facilities.

In addition, Standard & Poor's affirmed its 'B+' counterparty
credit rating on the company.  The outlook remains stable.

The rating on HealthSpring reflects strengths such as its
established niche market position in Medicare Advantage (MA) and
Medicare Part D products, a good earnings profile based on
historical and prospective operating margins, and a conservative,
liquid investment portfolio.  Conversely, rating weaknesses
include the company's narrow product scope, limited geographic
diversification, the historical level of capitalization at the
regulated subsidiaries (which is improving), and large amount of
goodwill and intangibles on the balance sheet.  In addition, S&P
remains concerned about the uncertainty regarding the government's
long-term funding of the private Medicare market and the direction
of prospective MA rate increases/cuts.

HealthSpring's debt leverage and interest coverage metrics will
improve as a result of the transaction.  "S&P considers
HealthSpring's credit metrics to be clearly supportive of the
current rating, and S&P expects continued improvement based on the
company's debt-reduction plan and earnings guidance for 2010,"
noted Standard & Poor's credit analyst James Sung.  "If
HealthSpring were to fully access its $175.0 million revolver, its
credit ratios would remain consistent with the rating."

S&P's stable outlook reflects its view that HealthSpring is well
positioned to continue growing membership and generate stable
margins in 2010 despite the weakened MA rate environment.
However, S&P would consider an upgrade over the next 18 months if
HealthSpring is able to meet key 2010 operational targets for
membership, pretax income, and return on revenue as well as
maintain a financial profile that exhibits sustained balance sheet
deleveraging and improved statutory capitalization.  S&P has
historically viewed HealthSpring's statutory capitalization as a
rating weakness, but to the extent that debt leverage remains
below 20% and no double leverage adjustment is necessary in S&P's
capital model, S&P's view of statutory capitalization could change
and help drive an upgrade.  Other rating considerations would
likely include the 2011 MA rate announcement and any other any
federal/regulatory movement affecting the private Medicare sector
or broader health insurance industry.


HHI HOLDINGS: S&P Assigns Corporate Credit Rating at 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its 'B+'
corporate credit rating to Novi, Michigan-based automotive
supplier HHI Holdings LLC.  The outlook is stable.  At the same
time, S&P assigned a 'B+' issue-level rating and '4' recovery
rating to HHI's proposed $240 million senior secured term loan.
The '4' recovery rating indicates S&P's expectation that lenders
would receive average (30% to 50%) recovery in the event of a
payment default.

"The ratings reflect what S&P considers to be HHI's weak business
risk profile and aggressive financial risk profile," said Standard
& Poor's credit analyst Gregg Lemos Stein.  S&P's business risk
assessment incorporates the multiple industry risks facing
automotive suppliers, including volatile demand, high fixed costs,
intense competition, and severe pricing pressures.

In addition, S&P considers HHI's concentrated end-market customer
base to be a key risk factor, as more than half of its backlog of
future revenues is tied directly or indirectly to General Motors
Co. GM is in the early stages, in S&P's view, of an uncertain
recovery from its 2009 restructuring.  Although GM's production
has recently increased amid a broader stabilization of U.S. auto
demand, S&P believes future production could remain highly
volatile.  In addition, the long-term direction of GM's market
share is unknown, and S&P believes that any additional significant
market share losses by GM would adversely affect HHI.

S&P assumes that U.S. light-vehicle sales will increase to about
11.7 million units in 2010, a 12% increase over 2009 levels but
still very weak by recent historical standards.  S&P believes the
year-over-year increase in vehicle production -- and hence
supplier revenues -- could be slightly higher than this amount,
following automakers' extensive reductions in dealer inventories
in 2009.  For 2011, S&P assumes that sales will recover to
13.7 million units.

In S&P's opinion, HHI's EBITDA margins compare favorably with
those of similarly rated auto suppliers, particularly given recent
weak industry demand.  Margins are fair for each of the three main
business segments -- forging, wheel bearings, and timing systems -
- S&P believes the company's market share in forging is higher
than in its other segments, and that the remaining forging
competitors are less formidable than those in bearings or timing
systems.  S&P believes HHI's fair margins partly reflect its focus
on operational cost reductions and factory productivity, as well
as favorable contract negotiations with key customers amid the
downturn and the asset purchase process.  The new entity has no
legacy pension or other postemployment benefit expenses.  It
renegotiated labor contracts to allow for more cost flexibility
and reduced job classifications.  Still, S&P considers HHI's
margins to be sensitive to future demand, given its high operating
leverage.  Although S&P believes the company purchased assets at
attractive prices and has a management team experienced in the
auto sector, its track record in its current form and financial
risk profile are limited.

In S&P's opinion, HHI will have sufficient liquidity following the
proposed recapitalization.

The stable outlook reflects S&P's belief that HHI can maintain
positive free operating cash flow in the year ahead, given the
relatively favorable trend for production in North America.
However, visibility in the auto sector is notoriously limited.
S&P believes economic sluggishness could keep sales levels low and
cause a downturn in future production, particularly in light of
recent robust production and inventory restocking.  S&P also
considers GM's ability to maintain its market share a key factor
for HHI's performance.

S&P could lower the rating if free operating cash flow generation
turns negative for consecutive quarters, or if debt to EBITDA,
including S&P's adjustments, exceeds 5x.  For example, S&P
estimates that debt to EBITDA could reach this threshold if HHI's
gross margins excluding D&A fall by 300 basis points compared to
2009's level.  A steep slide in GM's U.S. market share to 15% from
the 20% level in 2009 could also result in a sufficient decline in
EBITDA and cash flow to warrant a lower rating.

S&P considers an upgrade highly unlikely over the next year based
on S&P's current weak business risk assessment and HHI's
concentrated ownership.


HIGH ROCK: Creditor Blackstone Wants Chapter 11 Trustee Appointed
-----------------------------------------------------------------
Creditor Blackstone Realty Investors, LLC, asks the U.S.
Bankruptcy Court for the District of Nevada to appoint a Chapter
11 trustee in the Chapter 11 case of High Rock Holding, LLC.

Blackstone relates that a Chapter 11 trustee is needed because:

   -- High Rock's manager, Michael Stewart's fraud and dishonesty
      in dealing with creditors on behalf of the entities he owns
      and controls, including High Rock, has been confirmed in the
      judgment for alter ego liability issued against him and High
      Rock in the American AgCredit Lawsuit; and

   -- Mr. Stewart's control over and comingling of the assets of
      his many entities, including High Rock, was at the heart of
      the alter ego judgment issued against him and High Rock.
      American AgCredit established that Mr. Stewart stripped many
      millions of dollars in assets out of the defendant entities
      that he controlled in order to avoid payment to a creditor,
      then tried to conceal his misconduct by, among other things,
      repeatedly testifying falsely in court.

Blackstone adds that it is essential to have an independent
trustee take over High Rock's financial affairs and assets during
the course of the bankruptcy to prevent mismanagement, and abuses
engage in by Mr. Stewart to advance his own interests at the
expense of creditors.

A hearing on the motion to appoint Chapter 11 trustee is scheduled
for March 31, 2010 at 3:00 p.m. at GWZ-Courtroom 1, Young Bldg.

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: Organizational Meeting to Form Panel on Feb. 18
-------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on February 18, 2010, at
2:00 p.m. in the bankruptcy case of HSH Delaware GP LLC.  The
meeting will be held at J. Caleb Boggs Federal Building, 844 King
Street, Room 5209, Wilmington, DE 19801.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                       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.


HSH DELAWARE: Taps Richards Layton as Bankruptcy Counsel
--------------------------------------------------------
HSH Delaware GP LLC, et al., have asked for permission from the
U.S. Bankruptcy Court for the District of Delaware to employ
Richards, Layton & Finger, P.A., as bankruptcy counsel, nunc pro
tunc to the commencement date.

RL&F will, among other things:

     a. prepare on behalf of the HSH entities all motions,
        applications, answers, orders, reports, and papers in
        connection with the administration of the HSH entities'
        estates;

     b. prepare the HSH entities' plan of reorganization;

     c. prepare the HSH entities' disclosure statement and any
        related documents and pleadings necessary to solicit votes
        on the HSH entities' plan of reorganization; and

     d. prosecute on behalf of the HSH entities the proposed plan
        of reorganization and see approval of transactions
        contemplated therein and in any amendments thereto.

Mark D. Collins, a director of RL&F, says that the firm will be
paid based on the hourly rates of its personnel:

        Mark D. Collins             $675
        Robert J. Stearn            $600
        John H. Knight              $600
        Lee E. Kaufman              $315
        Zachary I. Shapiro          $290
        Andrew C. Irgens            $255
        Cathy Greer                 $195

Mr. Collins assures the Court that RL&F is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

HSH Delaware GP LLC is based in Wilmington, Delaware.

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.

As reported by the Troubled Company Reporter on September 9, 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.

HSH Delaware filed for Chapter 11 bankruptcy protection on
January 21, 2010 (Bankr. D. Delaware Case No. 10-10187).  The
Company listed $100,000,001 to $500,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

HSH Delaware's affiliates -- HSH Delaware L.P.; HSH Luxembourg
S.a.r.l.; HSH Luxembourg Coinvest S.a.r.l.; HSH Delaware GP LLC;
HSH Alberta I L.P.; HSH Alberta II L.P.; HSH Alberta V L.P.; HSH
Coinvest (Alberta) L.P.; JCF HSH (DE) GP LP; HSH Delaware L.P.;
HSH Luxembourg S.a.r.l.; and HSH Luxembourg Coinvest S.a.r.l. --
also filed separate Chapter 11 petitions.


HSH DELAWARE: Wants Barlow Lyde as United Kingdom Counsel
---------------------------------------------------------
HSH Delaware GP LLC, et al., have asked for permission from the
U.S. Bankruptcy Court for the District of Delaware to employ
Barlow Lyde & Gilbert LLP as United Kingdom counsel, nunc pro tunc
to the commencement date.

BLG will advise the Debtors on any English law issues arising
following the Debtors' commencement of the Chapter 11 cases
including providing support in connection with ongoing
proceedings.

Timothy Simon Strong, a partner in BLG, says that the firm will be
paid based on the hourly rates of its personnel:

     Timothy Strong                     GBP500
     Dorothy Herman                     GBP375
     Trainee Solicitor                  GBP135
     Paralegal/Litigation Associate     GBP135

Mr. Strong assures the Court that BLG is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

By separate applications, the Debtors are seeking to employ and
retain Richards, Layton & Finger, P.A., as counsel to the Debtors;
Walkers Global as Cayman Islands counsel to the Debtors; and
McCarthy Tetrault as Canadian counsel to the Debtors.  Due to the
complexity and international nature of the Chapter 11 cases, the
Debtors submit that it is essential to employ United Kingdom,
Canadian and Cayman Islands counsel in order to fully protect the
rights of the Debtors.  The Chapter 11 cases follow disputes
between the Debtors and various lenders under October 19, 2006
Credit Facility Agreements.  The governing law of the Credit
Facility Agreements is English law.  The Debtors' rights and
obligations under the agreements may be relevant to the Chapter 11
cases.

HSH Delaware GP LLC is based in Wilmington, Delaware.

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.

As reported by the Troubled Company Reporter on September 9, 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.

HSH Delaware filed for Chapter 11 bankruptcy protection on
January 21, 2010 (Bankr. D. Delaware Case No. 10-10187).  The
Company listed $100,000,001 to $500,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

HSH Delaware's affiliates -- HSH Delaware L.P.; HSH Luxembourg
S.a.r.l.; HSH Luxembourg Coinvest S.a.r.l.; HSH Delaware GP LLC;
HSH Alberta I L.P.; HSH Alberta II L.P.; HSH Alberta V L.P.; HSH
Coinvest (Alberta) L.P.; JCF HSH (DE) GP LP; HSH Delaware L.P.;
HSH Luxembourg S.a.r.l.; and HSH Luxembourg Coinvest S.a.r.l. --
also filed separate Chapter 11 petitions.


HSH DELAWARE: Seeks to Hire Walkers as Cayman Islands Counsel
-------------------------------------------------------------
HSH Delaware GP LLC, et al., have sought permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Walkers
Global as Cayman Islands counsel, nunc pro tunc to the
commencement date.

Walkers will, among other things:

     a. advise the Debtors in respect of any Cayman Islands law
        issues arising in the course of their Chapter 11 cases;
        and

     b. represent the Debtors' interests in any proceedings in the
        Cayman Islands.

Leil Lupton, a partner of Walkers, says that the firm will be paid
based on the hourly rates of its personnel:

        Rolf Lindsay               $750
        Colette Wilkins            $750
        Neil Lupton                $750
        Vahid Chittleborough       $650
        Lindsay Luttermann         $625
        Paraprofessionals          $225

Ms. Lupton assures the Court that Walkers is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

By separate applications, the Debtors are seeking to employ and
retain Richards, Layton & Finger, P.A., as general bankruptcy and
reorganization counsel, McCarthy Tetrault LLP as Canadian counsel
to the Debtors, and Barlow Lyde & Gilbert LLP as United Kingdom
counsel to the Debtors.  Due to the complexity and international
nature of the Chapter 11 cases, the Debtors submit that it is
essential to employ Canadian, Cayman Islands and United Kingdom
counsel in order to fully protect the rights of the Debtor.

HSH Delaware GP LLC is based in Wilmington, Delaware.

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.

As reported by the Troubled Company Reporter on September 9, 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.

HSH Delaware filed for Chapter 11 bankruptcy protection on
January 21, 2010 (Bankr. D. Delaware Case No. 10-10187).  The
Company listed $100,000,001 to $500,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

HSH Delaware's affiliates -- HSH Delaware L.P.; HSH Luxembourg
S.a.r.l.; HSH Luxembourg Coinvest S.a.r.l.; HSH Delaware GP LLC;
HSH Alberta I L.P.; HSH Alberta II L.P.; HSH Alberta V L.P.; HSH
Coinvest (Alberta) L.P.; JCF HSH (DE) GP LP; HSH Delaware L.P.;
HSH Luxembourg S.a.r.l.; and HSH Luxembourg Coinvest S.a.r.l. --
also filed separate Chapter 11 petitions.


INNOVATIVE COS: Wants Ch. 11 Plan Filing Extended Until June 13
---------------------------------------------------------------
Innovative Companies LLC and its debtor-affiliates ask the Hon.
Dorothy T. Eisenberg of the U.S. Bankruptcy Court for the Eastern
District of New York to extend their exclusive period to file a
Chapter 11 plan from March 15, 2010, to June 13, 2010, and to
solicit acceptances of that plan from May 12, 2010, to August 10,
2010.

The Debtors relate that as of the date of the hearing on this
motion, they will have sold certain of their assets to either its
current lender Woodside Agency Services, LLC, as agent for itself
and Woodside Agency Services IV, LLC, Woodside Capital Partners IV
QP, LLP, Woodside Capital Partners, V, LLC and Woodside Capital
Partners VQ, PLLC, or a third party.

The Debtors add that they will be left with certain, as yet not
fully identified, assets which they will need to either liquidate,
sell or reorganize.  The Debtors will need additional time to
finalize, discuss and negotiate with Woodside, as necessary, any
plans, and facilitate the sale of some or all of the Debtors'
remaining assets.

The Debtors propose a hearing on the requested extensions on
February 18, 2010, at 11:00 a.m.

Headquartered in Hauppauge, New York, The Innovative Companies LLC
and its affiliates filed for Chapter 11 protection on April 17,
2009 (Bankr. E.D.N.Y. Lead Case No. 09-72669).  Leslie A. Berkoff,
Esq., at Moritt Hock Hamroff Horowitz LLP, represents the Debtors
in their restructuring efforts.  David M. Banker, Esq., at
Lowenstein Sandler PC, represents the official committee of
unsecured creditors as counsel.  In its petition, the Company
listed between $10 million and $50 million each in assets and
debts.


INTEGRATED BIOPHARMA: Posts $996,000 Net Loss in Dec. Quarter
-------------------------------------------------------------
Integrated BioPharma, Inc. reported a net loss applicable to
common shareholders of $996,000 for the three months ended
December 31, 2009, as compared to $8.2 million for the three
months ended December 31, 2008.  This decrease in net loss
applicable to common shareholders of approximately $7.2 million is
primarily the result of decreases in (i) operating losses from
continuing operations of $420,000, (ii) income tax expense of
$6.0 million; and (iii) net losses from discontinued operations of
$717,000.

Sales, net, for the three months ended December 31, 2009, and
2008, were $8.8 million and $11.2 million, respectively, a
decrease of $2.4 million or 21.7%.  The decrease in net sales is
the result of decreased sales in the Company's branded proprietary
Nutraceutical product line of approximately $2.5 million in part
due to decreased sales to the club stores that the Company has
been dependent on for sales for its products.  In the three months
ended December 31, 2009, the Company experienced increased
competition in the market place for product placement in the club
level stores.  The remaining Nutraceutical product lines had net
sales increases of approximately $100,000 compared to the prior
period.

                        Six Months Results

Net loss applicable to common shareholders for the six months
ended December 31, 2009, was $1.9 million as compared to
$12.5 million for the six months ended December 31, 2008.

Sales, net, for the six months ended December 31, 2009, and 2008,
were $19.8 million and $20.5 million, respectively, a decrease of
$754 or 3.7%.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed $16.6 million in total assets and $19.1 million in total
liabilities, resulting in a $2.4 million shareholders' deficit.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $12.3 million in total current
assets available to pay $16.0 million in total current
liabilities.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://researcharchives.com/t/s?5287

                       Going Concern Doubt

The Company has incurred recurring operating losses and negative
operating cash flows for the three consecutive fiscal years ended
in June 30, 2009, including a net loss attributable to common
stockholders of $19.4 million and negative operating cash flows of
$2.8 million for the year ended June 30, 2009.  For the six months
ended December 31, 2009, the Company had a net operating loss of
$530,000 and a net loss of $1.9 million.  At December 31, 2009,
the Company had cash and cash equivalents of $1.5 million, a
working capital deficit of $3.7 million, primarily attributable to
the amended Notes Payable in the amount of $7.8 million, which
were due on November 15, 2009, and an accumulated deficit of
$46.3 million.

As of February 12, 2010, the Company has not repaid its amended
Notes Payable in the amount of $7.8 million, nor has it completed
the negotiations of modified terms, including an extension or
refinancing thereof.  The Company also has not received any demand
of payment from the amended Notes Payable holders nor have they
exercised their rights to foreclose on substantially all of the
assets of the Company, which were pledged as collateral for the
Company's obligation under the amended Notes Payable.

"These factors raise substantial doubt as to our ability to
continue as a going concern."

Assuming the Company is able to raise additional capital and/or
refinance its Notes Payable, and it is not adversely affected by
the current economic conditions, the Company believes that its
available capital as of December 31, 2009, will enable it to
continue as a going concern through the third quarter of the
fiscal year ending June 30, 2011.  There can be no assurance that
the Company will be able to raise additional capital or
successfully refinance the amended Notes Payable of at least
$7.8 million, upon acceptable terms, nor that the current economic
conditions will not negatively impact it.  If the Company is
unable to raise additional capital or successfully refinance its
amended Notes Payable of at least $7.8 million upon acceptable
terms, it would have a material adverse effect on the Company.

                    About Integrated BioPharma

Based in  Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) --
-- http://www.ibiopharma.com/-- together with its subsidiaries,
manufactures, distributes, markets, and sells vitamins and
nutritional supplements in the United States.


INTEGRATED HEALTHCARE: Posts $1.8-Mil. Loss in Q3 Ended Dec. 31
---------------------------------------------------------------
Integrated Healthcare Holdings, Inc., reported a net loss of
$1.8 million for the three months ended December 31, 2009,
compared to net income of $2.4 million for the same period in
fiscal year 2009.  Due to losses incurred during the nine months
ended December 31, 2009, the Company fully reversed the income tax
expense previously recorded during the three months ended June 30,
2009.  This resulted in a tax benefit of $621,000 for the three
months ended December 31, 2009.

Net operating revenues for the three months ended December 31,
2009, decreased 5.7% compared to the same period in fiscal year
2009, from $100.3 million to $94.6 million.  Net operating
revenues for the three months ended December 31, 2009, included
$2.3 million received by Pacific Coast Holdings Investment,
LLC ("PCHI") in a settlement with a third party for additional
back rent.  Net operating revenues for the three months ended
December 31, 2008, included a lump sum amendment to
the California Medical Assistance Commission ("CMAC") agreement
for $3.5 million.

Essentially all net operating revenues come from external
customers.  The largest payers are the Medicare and Medicaid
programs accounting for 57% and 56% of the net operating revenues
for the three months ended December 31, 2009, and 2008,
respectively.

The operating income for the three months ended December 31, 2009,
was $2.3 million compared to $6.7 million for the three months
ended December 31, 2008, primarily due to a lump sum amendment to
the CMAC agreement for $3.5 million in fiscal year 2009.  This was
partially offset by a $2.3 million settlement between PCHI and a
third party for additional back rent received during the three
months ended December 31, 2009.

                       Nine Months Results

Net operating revenues for the nine months ended December 31,
2009, decreased 0.1% compared to the same period in fiscal year
2009, from $289.3 million to $289.0 million.  Net operating
revenues for the nine months ended December 31, 2009, included
$2.3 million received by PCHI in a settlement with a third party
for additional back rent.  Net operating revenues for the nine
months ended December 31, 2008, included a lump sum amendment to
the CMAC agreement for $3.5 million.

During the nine months ended December 31, 2009, the Company
recorded an impairment loss of $11.3 million relating to the
amounts due from Medical Capital Corporation, the Company's
Lender.

The operating income for the nine months ended December 31, 2009,
was $8.8 million compared to $5.2 million for the nine months
ended December 31, 2008.

Net loss for the nine months ended December 31, 2009 was
$1.5 million compared to $5.1 million for the same period in
fiscal year 2009.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed $131.7 million in total assets and $177.4 million in total
liabilities, resulting in a $45.7 million shareholders' deficit.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $77.4 million in total current
assets available to pay $171.3 million in total current
liabilities.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://researcharchives.com/t/s?5264

                       Going Concern Doubt

As of December 31, 2009, the Company has a working capital deficit
of $93.8 million and accumulated total deficiency of
$45.7 million.  Medical Capital Corporation, the Company's Lender,
collected and retained $11.3 million in excess of the amounts due
to it, and the Lender is no longer advancing funds to the Company,
under the $50 million Revolving Credit Agreement.  As a result,
the Company currently relies solely on its cash receipts from
payers to fund its operations, and any significant disruption in
such receipts could have a material adverse effect on the Company.

At December 31, 2009, the Company was in not in compliance with
all debt covenants and, as noted above, the Lender is in default
of the $50 million Revolving Credit Agreement.  As a result, the
Company's noncurrent debt of approximately $81.0 million will
continue to be classified as current in the Company's consolidated
balance sheet as of December 31, 2009.  Notwithstanding the
uncured default by the Lender on the $50 million Revolving Credit
Agreement, as of December 31, 2009, the Company has accrued, but
not paid, interest totaling $4.2 million for the period from
July 1 through December 31, 2009, which could give the Lender
cause to place the debt in default.

"These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern and indicate a
need for the Company to take action to continue to operate its
business as a going concern."

                   About Integrated Healthcare

Headquartered in Santa Ana, Calif., Integrated Healthcare
Holdings, Inc. (IHHI) -- http://www.ihhioc.com/ -- owns and
operates four acute care hospitals and ancillary health businesses
in Orange County, California.


IRVINE SENSORS: Balance Sheet Upside-Down by $4-Mil. at Dec. 27
---------------------------------------------------------------
Irvine Sensors Corporation reported assets of $5.23 million and
$9.23 million, resulting to a $4.0 million stockholders' deficit
at the end of the quarterly period ended Dec. 27, 2009.

The Company incurred a $1.71 million net loss on $3.21 million
total revenues for the 13 weeks ended Dec. 27, 2009, compared with
a $2.11 million net loss on $2.74 million of total revenues for
the 13 weeks ended Dec. 28, 2008.

The company said was unable to file its Form 10-Q for the fiscal
quarter ended Dec. 27, 2009, within the prescribed period because
it has been engaged in negotiations regarding the settlement of
extensive litigation.

A full-text copy of the company's financial results is available
for free at http://ResearchArchives.com/t/s?52b1

                      About Irvine Sensors

Irvine Sensors Corporation -- http://www.irvine-sensors.com/--
headquartered in Costa Mesa, California, is a vision systems
company engaged in the development and sale of miniaturized
infrared and electro-optical cameras, image processors and stacked
chip assemblies and sale of higher level systems incorporating
such products and research and development related to high density
electronics, miniaturized sensors, optical interconnection
technology, high speed network security, image processing and low-
power analog and mixed-signal integrated circuits for diverse
systems applications.

Optex Systems, Inc., a Texas corporation and a wholly owned
subsidiary of Irvine Sensors, on September 21, 2009, filed a
voluntary petition for relief under Chapter 7 of the United States
Bankruptcy Code in the United States Bankruptcy Court in
California.

                          *     *     *

Grant Thornton LLP in Irvine, California, in a letter dated
January 9, 2009, pointed out that the Company incurred net losses
of $21.6 million, $22.1 million, and $8.4 million for the years
ended September 28, 2008, September 30, 2007, and October 1, 2006,
respectively, and the Company has a working capital deficit of
$16.1 million at September 28, 2008.  "These factors, among
others, raise substantial doubt about the company's ability to
continue as a going concern."


ITC^DELTACOM INC: Moody's Affirms 'B3' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating,
SGL-1 speculative grade liquidity rating and positive rating
outlook of ITC^DeltaCom, Inc., following the company's decision to
withdraw its senior notes offering due to weaker market
conditions, which would have increased pricing 200 to 250 basis
points compared to the company's original expectations.  Moody's
also withdrew ratings on the proposed senior notes and proposed
revolving credit facility, because the transaction was never
completed.

The proposed offering would have lessened refinancing risk, given
the July 2012 maturity of the existing $10 million revolver
(approximately $9 million outstanding) and the July 2013 maturity
of the existing term loan (approximately $224 million
outstanding).  However, Moody's February 2, 2010, outlook change
to positive reflected DeltaCom's fundamental performance,
demonstrated ability to maintain credit metrics during the
economic downturn, and expectations that it would benefit from
economic recovery in its markets.  Furthermore, based on the
existing capital structure, DeltaCom has slightly better credit
metrics, including EBITDA coverage of interest of 2.8 times and
debt-to-EBITDA of 3.9 times (compared to 2.6 times and 4.1 times,
respectively, under the proposed transaction).

The affirmation of the SGL-1 incorporates the substantial
unrestricted cash balance (approximately $80 million as of
September 30, 2009) and expectations for positive free cash flow,
which mitigate the minimal external liquidity (given almost full
draw of the revolver) and tightening financial covenants.
Although the cushion will likely shrink over the next 12 months,
DeltaCom could use cash to repay debt to enhance headroom.

The B3 corporate family rating continues to reflect relatively
high leverage for a CLEC, limited free cash flow, the challenging
competitive environment, moderate scale, and some regulatory risk.
DeltaCom's demonstrated ability to control costs, evidenced by
improved EBITDA margins and stable leverage during the economic
downturn, and its very good liquidity support the rating.  While
the company remains in a turnaround phase over the near term as it
shifts its revenue mix towards growth products, Moody's believe
that expansionary capital spending in recent years will drive
overall revenue growth in an improving employment environment.
Moody's 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.

The outlook could revert to stable with expectations that leverage
would remain around 4 times or that free cash flow conversion
would not improve.  Leverage approaching 5 times, meaningful
deterioration in liquidity, or adverse regulatory developments
likely to result in reduced profitability could have negative
ratings implications.

A summary of the actions follows.

ITC^DeltaCom, Inc.

  -- Affirmed B3 Corporate Family Rating

  -- Affirmed B3 Probability of Default Rating

  -- Affirmed SGL-1 Speculative Grade Liquidity Rating

  -- $30 million First Lien Senior Secured Revolving Credit
     Facility due 2015, Withdrawn, Ba3, LGD1, 2%

  -- $325 million First Lien Senior Secured Notes (Second to the
     RC) due 2016, Withdrawn, B3, LGD4, 51%

  -- Outlook, Positive

Interstate Fibernet, Inc.

  -- $10 million First Lien Senior Secured Revolving Credit
     Facility due 2012, Affirmed B2 LGD3, 35%

  -- $225 million First Lien Senior Secured Term Loan due 2013,
     Affirmed B2, LGD3, 35%

  -- Outlook, Positive

Moody's previous rating action for Deltacom occurred on
February 2, 2010, when Moody's changed the ratings outlook to
positive from stable and affirmed the B3 corporate family rating.

A competitive local exchange carrier headquartered in Huntsville,
AL, ITC^DeltaCom, Inc., serves small and medium-sized businesses
in 45 markets in 8 states in the southeastern United States.
Deltacom generated approximately $480 million in revenue for the
twelve months ended September 30, 2009.


ITC DELTACOM: S&P Affirms Corporate Credit Rating at 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed both the 'B'
corporate credit rating on competitive local exchange carrier ITC
DeltaCom Inc. and the 'B-' issue rating on the company's funding
unit's secured bank loan facilities.  This follows the
announcement by the company that it has withdrawn its proposed
$325 million secured notes issue and new $30 million revolving
credit due to significantly weaker market conditions, which
affected the cost of capital for the deal.  The outlook is stable.

S&P has withdrawn the 'BB-' issue rating and '1' recovery rating
on the revolving credit facility, and the 'B-' issue rating and
'5' recovery rating on the notes.

"While the proposed financing would have provided the company some
benefits, including the removal of restrictive maintenance
covenants and an improved maturity schedule," said Standard &
Poor's credit analyst Catherine Cosentino, "the existing credit
profile, including the current financial structure, still supports
the 'B' corporate credit rating." In particular, while the
existing term loan contains financial maintenance covenants that
tighten in 2010 and provide the company limited flexibility to
weather execution errors or an unforeseen drop in the base of
business, S&P still expect it to continue to meet these covenants.
Available cash balances, coupled with expectations that the
company will be at least net free cash flow break-even in 2010,
provide it flexibility to pay down debt to, and remain in
compliance with, financial covenants.


JOSEPH MILANOWSKI: Could Not Pay Creditors, Trustee Says
--------------------------------------------------------
John G. Edwards at Las Vegas Review-Journal reports that a trustee
informed creditors that former USA Capital President Joseph
Milanowski's bankruptcy case would yield little or no recovery of
losses suffered when USA Capital collapsed in 2006.

Mr. Milanowski pleaded guilty to one count of wire fraud at USA
Capital, Mr. Edwards says.

Joseph Milanowski was forced to file for Chapter 11 bankruptcy by
the Nevada State Bank and USA Capital entities but his case was
converted to Chapter 7 liquidation to pay off creditors.


KEMET CORP: Moody's Withdraws 'B2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service has withdrawn all ratings previously
assigned to KEMET Corporation, including the B2 corporate family
rating, the B2 probability of default rating, the B2 rating to its
proposed $275 million issuance of senior notes, and the SGL-2
speculative grade liquidity rating.  This rating withdrawal is in
response to yesterday's announcement from KEMET that the company
has indefinitely postponed its intent to offer $275 million senior
notes due 2018, as a result of unfavorable market conditions.

Moody's most recent rating action for KEMET was on February 3,
2010, when Moody's assigned first-time ratings to the Company.

KEMET Corporation, headquartered in Greenville, South Carolina, is
a large manufacturer and supplier of passive electronic
components, specializing in tantalum, multilayer ceramic, film,
solid aluminum, electrolytic, and paper capacitors.


KEMET CORP: S&P Withdraws 'B' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'B'
corporate credit rating on Greenville, South Carolina-based Kemet
Corp. and its 'B' rating on the company's planned issue of
$275 million senior notes due 2018.  S&P also withdrew its '4'
recovery rating on the notes.  The company had planned to repay
the majority of its existing debt with proceeds from sale of the
new notes.

Kemet has announced its intention to indefinitely postpone its
previously announced intent to offer $275 million in aggregate
principal amount of senior notes due 2018.  Kemet is a major
supplier of capacitors, which are passive electronic components
used to regulate the flow of electricity.  They are used broadly
across the global economy.


LANDMARK VALLEY: Wants to Sell Personal Property to Clark Knapp
--------------------------------------------------------------
Landmark Valley Homes, Inc., asks permission from the U.S.
Bankruptcy Court for the Southern District of Texas to sell its
2006 Cadillac Escalade & 2004 Ford Ranger, free and clear of
liens, pursuant to Section 363 of the Bankruptcy Code.

The Debtor relates that the personal property vehicles are no
longer needed by Debtor in its business.

The Debtor also relates that the Debtor received a cash offer from
Clark Knapp Honda to purchase the vehicles: (i) $10,254 for the
Cadillac, and (ii) $3,000 for the Ranger.

The Cadillac is subject to a first lien to GMAC, with a payoff
amount of $10,254.  The Ranger is paid off and the Debtor has the
title in its possession.

These are the best feasible offers Debtor received for the
Cadillac and the Ranger.

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: Plan Proposes 50% Cash Payment of Unsecured Claims
-----------------------------------------------------------------
LBJ Lakefront Inc. filed with the U.S. Bankruptcy Court Western
District of Texas a Disclosure Statement explaining its Plan of
Reorganization.

The Debtors will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

According to the Disclosure Statement, the Plan proposes that the
Debtor will convey the property subject to the liens of each of
ABT and Compass by special warranty deed to ABT and Compass in
full satisfaction of the indebtedness owed to each, and the notes
and deeds of trust will be deemed fully paid and cancelled.
Unsecured creditors will receive a cash payment equal to 50% of
their allowed claim, payable 60 days after the effective date and
a subsequent payment of the balance owed, without interest 60 days
thereafter.

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

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: Sues Soffer & Fontainebleau for $400 Million
-------------------------------------------------------------
Bloomberg News reports that Lehman Brothers Holdings Inc. sued
Fontainebleau Resorts LLC and its principal, Jeffrey Soffer,
seeking return of $315 million loaned to the developer.

According to the report, Lehman alleges that Mr. Soffer and his
Fontainebleau Resorts committed to three guarantees under a
Lehman-led financing agreement to build the retail portion of the
bankrupt Fontainebleau Las Vegas casino resort.

A second lawsuit seeks to recover another $85 million in mezzanine
financing for Lehman and other lenders.

                       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: District Court Remands Appeal on DNB Claim
-----------------------------------------------------------
DnB NOR Bank ASA asked the Bankruptcy Court to allow its
administrative expense claim in the sum of $2,411,681 against
Lehman Brothers Holdings Inc.

The administrative claim represents the diminution in currency
value of the deposit, which DnB holds as collateral for the loan
it provided to LBHI under their credit agreement dated March 1,
2008.  The value of the collateral, which was worth $17,139,908
as of September 15, 2008, declined by nearly 14% or $2,411,681,
according to DnB.

The U.S. District Court for the Southern District of New York
remanded the appeal filed by DnB NOR Bank ASA from Judge Peck's
order denying DnB's motion for allowance and payment of its
administrative claim.

According to the District Court, the Debtors and DnB inked a
settlement of the Appeal and other matters and asked for the
Appeal to the remanded back to the Bankruptcy Court to enable it
to consider the settlement in full.

Judge Peck entered the order on September 15, 2009, and denied
the motion for reasons stated on the record.  Specifically, Judge
Peck held that DnB NOR was not granted adequate protection until
a status conference held on November 5, 2008, and noted that the
Bank has failed to satisfy Section 507(b) of the Bankruptcy Code.

Judge Peck also noted that the Bank did not satisfy the second
prong of Section 507(b), that it has an administrative expense
claim under Section 503(b), because the funds did not provide any
real benefit to the estate.  Having failed to meet the
requirements of Section 507(b), Judge Peck ruled that the Bank is
not entitled to setoff in relation to its asserted administrative
claim.

                        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 Gibson Dunn as Special Counsel
--------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
approval of the U.S. Bankruptcy Court for the Southern District
of New York to employ Gibson Dunn & Crutcher LLP effective
September 1, 2009.

The Debtors tapped the firm to continue assisting them in their
efforts to obtain control over the primary asset of LB RE
Financing No. 3 Limited, a private limited company which is in
administration in the United Kingdom.

LBHI holds 98.1% of the claims against LB RE, which is the holder
of EURO722,181,000 Class B Note due 2054 issued by Excalibur
Funding No. 1 PLC, an orphan special purpose vehicle that LBHI
created to issue real estate backed commercial debts.

Gibson Dunn is also tasked to assist the Debtors in obtaining
control over the assets of LB UK RE Holdings Ltd., a private
limited company.  LBHI is a primary creditor of LB UK, which is
also in administration in U.K.

Aside from those tasks, the firm will also advise the Debtors on
other real estate financings and transactions.

Gibson Dunn has previously performed legal services on behalf of
the Debtors as an ordinary course professional pursuant to the
Court's November 5, 2008 order.  Its fees for services and
expenses, however, already exceeded $1 million by September 2009,
which prompted the Debtors to retain the firm as professional
pursuant to section 327(e) of the Bankruptcy Code.

Under the November 5 order, an ordinary course professional is
required to file an employment application pursuant to sections
327 and 328 of the Bankruptcy Code in case payment to that
professional exceeds $1 million for the period prior to the
conversion, dismissal or entry of a confirmation in the Debtors'
Chapter 11 cases.

Gibson Dunn will be paid for its services at an hourly rate and
will be reimbursed of any expenses incurred in connection with
its employment.  The firm's professionals who are expected to
provide the services and their hourly rates are:

  Professional                 Hourly Rate
  ------------                 -----------
  Joulia Arnaoutova                $470
  Kelly Bohne                      $345
  Carol Fabrizio                   $345
  Amy Forbes                       $840
  Joel Feuer                       $840
  Jeremy Graves                    $400
  Farshad E. More                  $570
  Erika Randall                    $470
  Jesse Shapiro                    $610
  Jesse Sharf                      $890
  Jeffrey Tyrell                   $495
  Michael Weir                   GBP430
  Victor Campbell                GBP335
  Niloufar Goharian              GBP400
  Wayne McArdle                  GBP625
  Milena Radoycheva              GBP355
  Stephen Thompson               GBP295

Jesse Sharf, Esq., a partner at Gibson Dunn, assures the Court
that the firm does not represent or hold adverse interests with
respect to matters on which it is to be employed.

                        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 O'Neil Group as Tax Services Provider
---------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
court approval to employ The O'Neil Group as their tax services
provider effective January 6, 2010.

As tax services provider, The O'Neil Group is tasked to prepare
Form 5471, 8865 and 8858 tax returns and assist with the state
and local tax filing for 2009.  The firm will also provide
additional services to the Debtors, if necessary.

The job will be supervised by Jacqueline O'Neil, the firm's
managing director, along with 6 to 20 employees.

The Debtors attorney, Richard Krasnow, Esq., at Weil Gotshal &
Manges LLP, in New York, says the firm is qualified for the job
given its "extensive tax expertise," adding that some of its key
personnel also provided international and state income tax
compliance services for the Debtors last year, as members of
Huron Consulting Group.

Huron Consulting was employed by the Debtors in January 2009 to
assist them with the filing of their 2008 tax returns.  The firm,
however, will no longer be providing tax services to the Debtors
this year.

The O'Neil Group will be paid for its services at a single
blended rate of $180 per hour and will be reimbursed of its
expenses.  Any additional tax services beyond those that had been
agreed will be paid at these hourly rates:

  Tax Managing Director        $325
  Tax Senior Director          $225
  Tax Managers                 $165
  Tax Associates               $125

In case the Debtors require additional services beyond the tax
return preparation and outside the scope of The O'Neil Group's
tax services, the firm and the Debtors will agree in writing on
the scope of those services and these hourly rates will apply:

  Managing Director            $325 - $450
  Director                     $225 - $350
  Manager                      $165 - $250
  Associate                    $125 - $185

In a declaration, Ms. O'Neil assures the Court that her firm
neither holds nor represents interest adverse to the Debtors or
their estates with respect to the matters on which it is to be
employed.

                        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: Trustee Has Transition Pact with Barclays
----------------------------------------------------------
James W. Giddens, as trustee for the liquidation under the
Securities Investor Protection Act of the business of Lehman
Brothers, Inc., asks the Court to approve a transition services
agreement it entered into with Barclays Capital Inc.

The TSA provides the Trustee with services that are critical in
aiding him and his professionals in, among other things,
evaluating claims asserted in the liquidation and to carry out
the liquidation of the business.  Certain services can only be
provided by Barclays, as purchaser of certain LBI assets, and the
resulting TSA thereby is reasonable, fair and appropriate for the
LBI estate, its customers, creditors and other parties-in-
interest, the Trustee tells the Court.

Among the services to be provided under the TSA are finance,
treasury, front office, operations and IT infrastructure
services.  The TSA also provides that the Trustee and his
professionals' access to Barclays information systems will
continue until March 16, 2011.  The TSA supersedes all prior
services agreements entered into between the Trustee and
Barclays.

A full-text copy of the executed copy of TSA is available for
free at http://bankrupt.com/misc/lehm_barcltsa.pdf

Oracle USA, Inc., reserves its right regarding the TSA or other
contemplated interim use, to the extent that the TSA contemplates
ongoing use of Oracle's software by any entity other than the
authorized user(s) under the applicable license and related
agreements' terms.  Specifically, Oracle objects to the TSA to
the extent that it may grant both the Trustee and Barclays the
right to simultaneous use of, and access to, the Oracle software.

                        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 Enlarge Jones Day Work
------------------------------------------------
Lehman Brothers Holdings Inc. and its units seek the Court's
authority to expand the scope of Jones Day's employment as their
special counsel, nunc pro tunc to November 13, 2009.

The Debtors have a commercial loan portfolio of about $13.2
billion and a private equity/principal investments portfolio of
about $2.3 billion.

By this supplemental application, the Debtors seek to modify the
scope of Jones Day's employment to include these legal services:

  (a) representation of the Debtors in connection with the
      workout or restructuring of certain loans/investments in
      the Loan Portfolio/Investment Portfolio involving
      Greenbriar Minerals LLC; and

  (b) other matters relating to the Loan Portfolio/Investment
      Portfolio, as requested by the Debtors and agreed to by
      Jones Day.

Jayant W. Tambe, Esq., a member at Jones Day, maintains that
Jones Day does not represent or hold any interest adverse to the
Debtors or their estates with respect to the Additional Matters.

                        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)


LEXINGTON PRECISION: Creditors Committee Members Down to 5
----------------------------------------------------------
Diana G. Adams, U.S. Trustee for Region 2, amended the members of
the official committee of unsecured creditors in the Chapter 11
cases of Lexington Precision Corp. and Lexington Rubber Group Inc.

The Creditors Committee now consists of:

1. Wilmington Trust Company
   Attn: James J. McGinley
   1100 North Market Street
   Wilmington, Delaware 19890
   Tel: (212) 415-0522

2. Valhalla Capital Partners, LLC
   Attn: Ramond P. Mercherle
   2527 Nelson Miller Pkwy., Suite 207
   Louisville, KY 40223
   Tel: (502) 301-8400 ext. 14

3. Momentive Performance Materials, Inc.
   Attn: Janelle Wendorf
   c/o Janette Wendorf
   260 Hudson River Road
   Waterford, NY 12188
   Tel: (518) 233-5608

4. Environmental Products & Services of Vermont, Inc.
   Attn: Michael J. Lawler
   532 State Fair Blvd.
   Syracuse, NY 13204
   Tel: (315) 451-6666 ext. 213)

5. Sandler Capital Management
   Attn: Douglas E. Schimmel
   711 5th Ave
   New York, NY 10122
   Tel: (212) 754-8100

Jefferies High Yield Trading and Wilfrid Aubrey, LLC were in the
previous list of committee members.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also Attnempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                    About Lexington Precision

Headquartered in New York, Lexington Precision Corp. --
http://www.lexingtonprecision.com/-- and its wholly-owned
subsidiary Lexington Rubber Group, Inc. conduct their operations
through two operating groups, the Rubber Group and the Metals
Group.  The business of the Rubber Group is conducted by LRGI
while the business of the Metals Group is conducted by LPC.

The Rubber Group is a manufacturer of tight-tolerance, molder
rubber componets that are sold to customers who supply the
automotive aftermarket, to customers who supply the automotive
original-equipment manufacturers ("OEMs"), and to manufacturers of
medical devices.  The Metals Group manufactures a variety of high-
volume components that are machined from aluminum, brass, steel,
and stainless steel bars and blanks.  The components produced by
the Metals Group include airbag inflator components, solenoids for
transmissions, fluid handling couplings, hydraulic valve blocks,
power steering components, and wiper-system components, primarily
for use by the automotive OEMs.

The Company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Christopher J. Marcus, Esq., and Victoria
Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Systems -
Bankruptcy Solutions LLC as claims agent.  The U.S. Trustee for
Region 2 appointed six creditors to serve on an official committee
of unsecured creditors.  Paul N. Silverstein, Esq., and Jonathan
Levine, Esq., at Andrews Kurth LLP, represent the Committee as
counsel.

On June 30, 2008, the Debtors filed with the Bankruptcy Court a
plan of reorganization.  Before this third amended plan, it was
amended twice, on August 8, 2008, and then on December 17, 2008.


LIBERATOR INC: Gruber & Company Raises Going Concern Doubt
----------------------------------------------------------
Gruber & Company, LLC, in Lake Saint Louis, Missouri, expressed
substantial doubt about Liberator, Inc.'s ability to continue as a
going concern after auditing the Company's consolidated financial
statements as of and for the years ended June 30, 2009, and 2008.

Gruber said conditions exist that raise substantial doubt about
the Company's ability to continue as a going concern unless it is
able to generate sufficient cash flows to meet its financing
requirements and attain profitable operations.  The Company
incurred a net loss of $3,754,982 and $153,113 for the years ended
June 30, 2009, and 2008, respectively, and as of June 30, 2009,
the Company has a stockholders' deficit of $15,965 and a working
capital deficit of $106,124.

The Company reported a net loss of $3,754,982 on net sales of
$10,260,552 for the fiscal year ended June 30, 2009, compared to a
net loss of $153,113 on net sales of $11,750,832 for fiscal 2008.

Direct sales, which consists of consumer sales through the
Company's three websites and, to a lesser extent, the Company's
factory store, decreased from approximately $6.7 million in the
twelve months ended June 30, 2008 to approximately $5.1 million in
the twelve months ended June 30, 2009, a decrease of approximately
23%.

Expenses related to the merger with OneUp Innovations, Inc. during
fiscal 2009 total $2,273,495.

                          Balance Sheet

At June 30, 2009, the Company's consolidated balance sheets showed
$4,093,874 in total assets and $4,109,839 in total liabilities,
resulting in a $15,965 shareholders' deficit.

The Company's consolidated balance sheets at June 30, 2009, also
showed strained liquidity with $2,958,357 in total current assets
available to pay $3,064,481 in total current liabilities.

A full-text copy of the Company's annual report for fiscal 2009 is
available at no charge at http://researcharchives.com/t/s?52be

                       About Liberator Inc.

Headquartered in Atlanta, Georgia, Liberator, Inc. through its
wholly owned subsidiary OneUp Innovations, Inc. participates in
the rapidly growing worldwide market of sexual wellness.  OneUp
currently manufactures approximately 1,200 products and purchases
for resale an additional 400 products.


LOWER BUCKS: Gets OK for SSG to Solicit Bids from Buyers
--------------------------------------------------------
John George, staff writer at Philadelphia Business Journal, says
the Bankruptcy Court authorized Lower Bucks Hospital to employ (i)
SSG Capital Advisors of West Conshohocken, Pennsylvania, to help
the hospital identify and solicit bids from potential buyers; and
(ii) Executive Sounding Board Associates of Philadelphia to
provide management consulting services.

Lowe Bucks will also continue to have Saul Ewing represent the
medical center during the bankruptcy proceedings.

According to report, the firms have been paid in excess of
$1 million in retainer and hourly fees for services provided
either prior to or since the bankruptcy filing.

                         About Lower Bucks

Bristol, Pennsylvania-based Lower Bucks Hospital is a nonprofit
hospital based in Bristol, Pennsylvania.  The Hospital is
currently licensed to operate 183 beds.  Together with affiliates
Advanced Primary Care Physicians and Lower Bucks Health
Enterprises, Inc., Lower Bucks owns a 36-acre campus with several
medical facilities.  The Hospital's emergency room serves
approximately 30,000 patients annually.  For the fiscal year
ending June 30, 2009, Lower Bucks had $114 million in consolidated
revenues.

The Hospital filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. E.D. Pa. Case No. 10-10239).  The
Hospital's affiliates -- Lower Bucks Health Enterprises, Inc, and
Advanced Primary Care Physicians also filed Chapter 11 petitions.
Jeffrey C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP,
assist the Hospital in its restructuring effort.  Donlin, Recano &
Company, Inc., is the Hospital's claims and notice agent.  The
Hospital listed $50,000,001 to $100,000,000 in assets and
$50,000,001 to $100,000,000 in liabilities.


MAGNA ENTERTAINMENT: Seeks Approval of Maryland Racetracks Sale
---------------------------------------------------------------
Although it has not yet found a stalking horse bidder, Magna
Entertainment Corp. is looking to go forward later in February
with the sale of its Maryland racetracks, including the Pimlico
Race Course, home of the Preakness Stakes Triple Crown race,
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 HENDERSON: Offers to Return 100% to Unsecureds in 7 Years
-----------------------------------------------------------------
Mammoth Henderson II, LLC, filed with the U.S. Bankruptcy Court
for the Central District of California a Disclosure Statement
explaining its Plan of Reorganization.

The Debtors will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

According to the Disclosure Statement, the Debtor seeks to
accomplish payments under the Plan by restructuring one note held
by U.S. Bank and converting mechanics liens to deeds of trust.
Secured creditors of the estate will be paid the present value of
their claim at a market interest rate over a 24 month to 84 month
period, excepting that their claims may be paid in full prior to
the seventh year through a sale or refinance of the Mammoth
Property.  The effective date targeted for the proposed Plan is
October 19, 2010.

Secured creditor U.S. Bank will be paid in full on or before the
84th month after the effective date, The Clark County Tax
Collector will be paid in full on or before the 72nd month after
the effective date, secured creditor New Life Carpets will be paid
in full on or before the 84th month after the effective date,
secured creditor American Constructors Inc., will be paid in full
on or before the 84th month after the effective date.

Allowed Class 5 General Unsecured Claims ($26,319) may elect to
receive a one-time lump sum payment equal to 50% of their allowed
claim as payment in full on the 13th 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.

On or before the effective date, the Debtor will execute a
promissory note with each holder of a Class 5 Claim.   The Note
will provide that, commencing on the 25th month after the
effective date of the Plan, the obligations evidenced by the
promissory note will accrue interest at the rate of 3%.
Commencing on the 15th day of each month thereafter through the
84th month after the effective date, the Reorganized Debtor will
make equal monthly payments of interest to the Class 5 Claimant.

The distributions under the Plan will be made from available cash
and net sale proceeds.

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

San Juan Capistrano, California-based Mammoth Henderson II LLC
filed for Chapter 11 bankruptcy protection on November 5, 2009
(Bankr. C.D. Calif. Case No. 09-22234).  Thomas C. Corcovelos,
Esq., who has an office in Manhattan Beach, California, assists
the Company in its restructuring efforts.  According to the
schedules, the Company has assets of $24,002,100, and total debts
of $20,895,296.


MCGRATH'S PUBLICK: Taps Tonkon Torp as Bankruptcy Counsel
---------------------------------------------------------
McGrath's Publick Fish House, Inc., has sought permission from the
U.S. Bankruptcy Court for the District of Oregon to employ Tonkon
Torp LLP as bankruptcy counsel.

Tonkon Torp will, among other things:

     a. advise the Debtor concerning, and prepare necessary
        applications, motions, memoranda, responses, complaints,
        answers, orders, notices, reports and other papers, and
        review all financial and other reports required from
        the Debtor in connection with administration of this
        Chapter 11 case;

     b. advise the Debtor with respect to, and assist in the
        negotiation and documentation of, financing agreements,
        debt and cash collateral orders, and related transactions;

     c. advise the Debtor regarding (1) its ability to initiate
        actions to collect and recover property for the benefit of
        its estate; (2) any potential property dispositions; and
        (3) executory contract and unexpired lease assumptions,
        assignments and rejections, and lease restructuring and
        recharacterizations; and

     d. negotiate with creditors concerning a plan of
        reorganization; prepare the plan of reorganization,
        disclosure statement and related documents; take the steps
        necessary to confirm and implement a plan of
        reorganization, including, if needed, negotiations for
        financing the plan.

The hourly rates of Tonkon Torp's personnel are:

        Leon Simson, of Counsel            $450
        Timothy J. Conway, Partner         $400
        Vicki Ballou, Partner              $375
        Haley B. Bjerk, Associate          $210
        Laura Lindberg, Paralegal          $185

Leon Simson at Tonkon Torp assures the Court that Tonkon Torp is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

McGrath's Fish House -- http://www.mcgrathsfishhouse.com/--
operates eight restaurants in Oregon, three in Washington and one
in Idaho.

Salem, Oregon-based McGrath's Publick Fish House, Inc., fdba
McGrath's Properties LLC, filed for Chapter 11 bankruptcy
protection on February 3, 2010 (Bankr. D. Ore. Case No. 10-60500).
The Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


MERCER INT'L: Earns EUR4.0 Million for December Quarter
-------------------------------------------------------
Mercer International Inc. said it earned EUR4.0 million net income
on EUR165.1 million total revenues for the three months ended
Dec. 31, 2009, compared with EUR$69.9 million net loss on
EUR171.9 million total revenues for the same period a year ago.

The Company reported EUR1.0 billion in total assets and
EUR997.8 million in total liabilities resulting to a
EUR85.9 million stockholders' equity as of Dec. 31, 2009.

A full-text copy of the company's 2009 financial results is
available for free at http://ResearchArchives.com/t/s?528b

                    About Mercer International

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

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

                           *     *     *

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

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

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


MOVIE GALLERY: Has Access to Cash Collateral Until March 1
----------------------------------------------------------
Movie Gallery Inc. and its units seek the Court's authority, first
on an interim basis and ultimately on a final basis, to use their
cash on hand to finance the operation of their businesses during
the pendency of the Chapter 11 cases.

Peter J. Barrett, Esq., at Kutak Rock LLP in Richmond, Virginia,
relates that the Cash is collateral for three separate
prepetition credit facilities under which the Debtors are either
borrowers or guarantors:

   (a) the Prepetition First Lien Revolving Credit Facility,

   (b) the Prepetition First Lien Term Credit Facility, and

   (c) the Prepetition Second Lien Term Credit Agreement.

The Prepetition First Lien Revolving Credit Facility and the
Prepetition First Lien Term Credit Facility share a joint first
lien on substantially all of the assets of the Debtors, including
their cash on hand.  However, pursuant to the credit documents
governing those two facilities, the Prepetition First Lien
Revolving Credit Facility is granted a priority right of
repayment over the Prepetition First Lien Term Credit Facility,
and is entitled to recover its full outstanding principal balance
of $100 million, together with certain fees and expenses, before
any repayment is made on account of the outstanding obligations
under the Prepetition First Lien Term Credit Facility.

In addition, the credit documents governing these two facilities
provide that, following an "Event of Default" under either
facility, the lenders under the Prepetition First Lien
Revolving Credit Facility are entitled to "sweep" from the
Debtors and apply to their outstanding loan obligations all of
the Debtors' cash in excess of $100 million.

The terms and conditions of the Prepetition First Lien Revolving
Credit Facility and the Prepetition First Lien Term Credit
Facility -- including the intercreditor provisions -- were
expressly approved by the bankruptcy court as part of its Order
confirming MG I's 2008 Plan, notes Mr. Barrett.

The current outstanding obligations under the Prepetition First
Lien Revolving Credit Facility are approximately $100 million,
while the outstanding obligations under the Prepetition First
Lien Term Credit Facility are approximately $370 million.  The
Debtors believe that the total value of the collateral securing
the outstanding obligations under both facilities is more than
$100 million, but significantly less than $470 million.

Consequently, the Debtors believe that the First Lien Revolving
Credit Facility -- which has a repayment priority for the first
$100 million of proceeds of collateral -- is fully secured, while
the Prepetition Secured First Lien Term Facility is significantly
undersecured.

Through extensive, arm's-length negotiations with the lender
under the First Lien Revolving Credit Facility, the Debtors
secured the Revolver Lender's consent to the Debtors' use of its
Cash Collateral on terms which the Debtors submit are favorable
to the Debtors, and which will provide the Debtors estates with
access to adequate cash to fund their ongoing business, including
the costs of liquidating a significant number of  currently
operating stores.

In return for the Revolver Lender's consent to the Debtors' use
of its cash collateral, the Debtor has agreed, inter alia, that
the Revolver Lender (a) will be paid cash interest at its
contract rate, (b) may sweep the Debtors' cash in excess of
$50 million weekly, beginning on the first Monday that is at least
30 days after the Cash Collateral Order is entered, until the
Revolver Lender has received and applied to its outstanding
obligations a total of $50 million from the Debtors on account of
the cash sweeps, and (c) will be granted certain replacement
liens and certain superpriority claims against the Debtors.

The Debtors will then be authorized to utilize their cash on hand
to fund continuing operations pursuant to an agreed budget
approved by the Revolver Lender until the earlier of the
termination of the Cash Collateral Order or an event of default
under that order.

The Debtors submit that the terms of their agreed use of the
Revolver Lender's cash collateral are fair and reasonable to the
Debtors, and provide adequate protection to the Revolver Lender,
as well as to the lenders under the Prepetition First Lien Term
Credit Facility who also have an interest in the same collateral.
Moreover, the Debtors have an absolute and urgent need to access
that cash collateral to fund their ongoing business operations.

                         *     *     *

The Court issued an interim order on February 3, 2010, holding
that during the interim period of Feb. 3 until (i) March 1, 2010,
and (ii) the date on which the Requisite Lenders under the
Prepetition First Lien Revolving Credit Agreement give, or cause
to be given, to the Debtors notice that an Event of Default has
occurred and is continuing, the Debtors are authorized to use
Cash Collateral, for general corporate purposes and related costs
and expenses, in accordance with a 13-week cash forecast.

The final hearing on the Cash Collateral Motion will occur on
February 22, 2010, at 10:00 a.m. (prevailing Eastern Time).

                        About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc. is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.


MOVIE GALLERY: Sec. 341 Meeting Set for April 9
-----------------------------------------------
W. Clarkson McDow, Jr., the United States Trustee for Region 4,
has scheduled a meeting of creditors in the Chapter 11 cases of
Movie Gallery, Inc. and its four debtor affiliates on April 9,
2010, at 10:00 a.m., Prevailing Eastern Time, at the Office of
the United States Trustee, 701 East Broad Street, Room 4300, in
Richmond, Virginia.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtor's 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 Debtor's representative under
oath about the Debtor's financial affairs and operations that
would be of interest to the general body of creditors.

                        About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc. is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.


MOVIE GALLERY: U.S. Trustee Appoints Unsecured Creditors Committee
------------------------------------------------------------------
W. Clarkson McDow, Jr., the United States Trustee for Region 4,
appoints nine members to the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Movie Gallery, Inc., and
its debtor affiliates.

The Creditors' Committee members are:

  (1) Warner Home Video
      Attn: Wyne M. smith
      4000 Warner Blvd.
      Bldg. 156, Room 5158
      Burbank, CA 91522
      Tel: (818)954-6007
      Fax: (818)954-5434
      E-mail: wayne.smith@warnerbros.com

  (2) Sony Pictures Home Entertainment
      Attn: Michael Schillo
      10202 W. Washington Blvd.
      SPP 2414
      Culver City, CA 90232
      Tel: (310)244-8596
      Fax: (310-244-0188
      E-mail: michael_schillo@spe.sony.com

  (3) Twentieth Century Fox Home entertainment
      Attn: Al Leonard
      2121 Avenue of the Stars, #2500
      Los Angeles, CA 90067
      Tel: (310)369-7289
      Fax: (310)369-4713
      E-mail: al.leonard@fox.com

  (4) Universal Studios Home Entertainment
      Attn: John Roussey
      100 Universal City Plaza
      1440 Building, 16th Floor
      Universal City, CA 91608
      Tel: (818)777-7601
      Fax: (818)866-2314
      E-mail: john.roussey@nbcuni.com

  (5) Paramount Home Entertainment
      Attn: Andi Marygold
      5555 Melrose Ave.
      Bluhdom #213
      Hollywood, CA 90038
      Tel: (323)956-5489
      Fax: (323)862-1183
      E-mail: andi_marygold@paramount.com

  (6) Realty Income corporation
      Attn: Michael Pfeiffer
      600 La Terraza Boulevard
      Escondido, CA 92025
      Tel: (760)741-2111
      Fax: (760)841-2235
      E-mail: mpfeiffer@realtyincome.com

  (7) RR Donnelley & Sons
      Attn: Dan Pevonka
      3075 Highland Parkway
      Downers Grove, IL 60515
      Tel: (630)322-6931
      Fax: (630-322-6052
      E-mail: dan.pevonka@rrd.com

  (8) Weingarten Realty Investors
      Attn: Jenny J. Hyun
      2600 Citadel Plaza Dr., Suite 125
      Houston, TX 77008
      Tel: (713)866-6000
      Fax: (713)880-6146
      E-mail: jhyun@weingarten.com

  (9) Regency Centers LP
      Attn: Ernst Bell
      One Independent Drive, Suite 114
      Jacksonville, FL 32202
      Tel: (904)598-7685
      Fax: (904)354-6094
      E-mail: ernstbell@regencycenters.com

                        About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc. is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.


MUZAK HOLDINGS: Chapter 11 Emergence Cues S&P to Withdraw Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Muzak
Holdings LLC and its wholly owned subsidiary, Muzak LLC.

The ratings withdrawal follows Muzak's recent emergence from
bankruptcy.  The company had previously filed for Chapter 11
bankruptcy protection with the U.S. Bankruptcy Court in the
District of Delaware on Feb. 10, 2009.  In conjunction with the
company's recently completed financial restructuring and
bankruptcy emergence, Muzak eliminated more than half of its
previously rated debt through repayment, partial repayment, or
conversion of debt into equity.

Muzak designs and installs sound systems and other equipment to a
variety of clients in the retail, hospitality, and restaurant
industries.

                           Ratings List

                         Not Rated Action

                        Muzak Holdings LLC

                                        To     From
                                        --     ----
            Corporate Credit Rating     NR     D/--/--
            Senior Unsecured            NR     D
              Recovery Rating           NR     6

                            Muzak LLC

                                        To     From
                                        --     ----
            Corporate Credit Rating     NR     D/--/--
            Senior Unsecured            NR     D
              Recovery Rating           NR     5
            Subordinated                NR     D
              Recovery Rating           NR     6

                         NR -- Not rated.


NEENAH ENTERPRISES: Schedules Filing Deadline Moved to April 5
--------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware extended, at the behest of Neenah
Enterprises, Inc., et al., the filing of schedules of assets and
liabilities and statements of financial affairs by an additional
30 days until April 5, 2010.

The Debtors have more than 200 creditors.  Due to the size and
complexity of the Debtors' businesses, the number of the Debtors
and their potential creditors, and the numerous burdens the
reorganization efforts will impose on the Debtors, particularly in
the early days of the Chapter 11 cases, the Debtors may not be
able to complete the schedules on the initial 30-day deadline.

Headquartered in Neenah, Wisconsin, Neenah Enterprises, Inc. --
http://www.nfco.com/-- is the indirect parent holding company of
Neenah Foundry Company. Neenah Foundry Company and its
subsidiaries manufacture and market a wide range of iron castings
and steel forgings for the heavy municipal market and selected
segments of the industrial markets.  Neenah is one of the largest
independent foundry companies in the United States, with
substantial market share in the municipal and various industrial
markets for gray and ductile iron castings and forged steel
products.

The Company filed for Chapter 11 bankruptcy protection on
February 3, 2010 (Bankr. D. Delaware Case No. 10-10360).  Edmon L.
Morton, Esq., and Kenneth J. Enos, Esq., assist the Company in its
restructuring effort.  The Company had $286,611,000 in total
assets against total liabilities of $449,435,000, resulting in
stockholder's deficit of $162,824,000.

The Company's affiliates -- NFC Castings, Inc.; Neenah Foundry
Company; Cast Alloys, Inc.; Neenah Transport, Inc.; Advanced Cast
Products, Inc.; Gregg Industries, Inc.; Mercer Forge Corporation;
Deeter Foundry, Inc.; and Dalton Corporation -- filed separate
Chapter 11 petitions.


NEENAH ENTERPRISES: Court Okays Garden City as Claims Agent
-----------------------------------------------------------
Neenah Enterprises, Inc., et al., sought and obtained permission
from the Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware to employ The Garden City Group, Inc., as the
official claims, noticing and balloting agent.

GCG will, among other things:

     a. perform certain noticing functions;

     b. assist the Debtors in analyzing and reconciling proofs of
        claim filed against the Debtors' estates;

     c. assist the Debtors in balloting in connection with any
        proposed Chapter 11 plan; and

     d. docket claims filed and maintain the official claims
        register on behalf of the Clerk and providing to the Clerk
        an exact duplicate thereof.

Karen B. Shaer, general counsel and executive vice president of
GCG, says that the firm will be compensated based on its agreement
with the Debtor.  A copy of the agreement is available for free
at http://bankrupt.com/misc/NEENAH_ENTERPRISES_gcgpact.pdf

Ms. Shaer assured the Court that GCG is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Neenah, Wisconsin, Neenah Enterprises, Inc. --
http://www.nfco.com/-- is the indirect parent holding company of
Neenah Foundry Company. Neenah Foundry Company and its
subsidiaries manufacture and market a wide range of iron castings
and steel forgings for the heavy municipal market and selected
segments of the industrial markets.  Neenah is one of the largest
independent foundry companies in the United States, with
substantial market share in the municipal and various industrial
markets for gray and ductile iron castings and forged steel
products.

The Company filed for Chapter 11 bankruptcy protection on
February 3, 2010 (Bankr. D. Delaware Case No. 10-10360).  Edmon L.
Morton, Esq., and Kenneth J. Enos, Esq., assist the Company in its
restructuring effort.  The Company had $286,611,000 in total
assets against total liabilities of $449,435,000, resulting in
stockholder's deficit of $162,824,000.

The Company's affiliates -- NFC Castings, Inc.; Neenah Foundry
Company; Cast Alloys, Inc.; Neenah Transport, Inc.; Advanced Cast
Products, Inc.; Gregg Industries, Inc.; Mercer Forge Corporation;
Deeter Foundry, Inc.; and Dalton Corporation -- filed separate
Chapter 11 petitions.


NEW CENTURY: Judge Carey Won't Tinker with Consumer Foreclosure
---------------------------------------------------------------
WestLaw reports that a mortgagor's claims against, inter alia, the
Chapter 11 debtor-mortgage lender, a state court, and the sheriff
who conducted the judicial sale of the mortgaged property, which
included claims for fraud, cancellation of the note and mortgage,
the imposition of a constructive trust, and violations of state
and federal racketeering laws, were inextricably intertwined with
the issues adjudicated by the state court in the mortgage
foreclosure proceeding, in that granting the relief requested
would negate the state court's judgments.  Therefore, the Rooker-
Feldman doctrine applied to bar the bankruptcy court's subject
matter jurisdiction over the claims.  In re New Century TRS
Holdings, Inc., --- B.R. ----, 2010 WL 422948 (Bankr. D. Del.)
(Carey, J.).

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) --
<http://www.ncen.com/>http://www.ncen.com/-- is a real state
investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

New Century Financial and its affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Case No. 07-10416).
Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.

The Court confirmed the Debtors' second amended joint Chapter 11
plan on July 15, 2008.


NORTEL NETWORKS: Exploring Options for Intellectual Property
------------------------------------------------------------
Nortel Networks Corp. said it is exploring "strategic
alternatives" for its intellectual property, as it continues the
sale of its businesses.

Nortel Networks said in a statement that it has worked with its
advisors and stakeholders to conduct the sales of businesses and
other restructuring matters in a fair, efficient and responsible
manner in order to maximize value for its creditors, and in almost
all matters, resolution has been reached on a consensual basis.
These activities have been and continue to be monitored closely by
the courts, the court appointed Monitor in Canada, the U.K. Joint
Administrators, the U.S. Unsecured Creditors' Committee (UCC), the
Ad Hoc Bondholders Group and other creditor groups.

"The Board of Directors of Nortel and the management team
recognize the very difficult circumstances of the numerous and
varying stakeholders of Nortel.  We have been and continue to be
focused on maximizing the value of the Company's assets and
securing the best possible outcome for our creditors, from
employee groups to bondholders," said David Richardson, Chairman,
Nortel.  "The company continues to deal in the most equitable way
possible with its stakeholders as a whole, while operating under
creditor protection in Canada, the U.S., Europe and elsewhere."

Since determining in June 2009 that selling Nortel's businesses
was the best path forward, more than US$2 billion in net proceeds
have been generated through the completed sales of businesses.
Additional net proceeds of approximately US$1 billion are expected
upon the completion of the previously announced sales of Nortel's
Optical Networking and Carrier Ethernet (MEN), GSM/GSM-R and
Carrier VoIP and Application Solutions (CVAS) businesses.  To
date, auctions for sale of four businesses have yielded US$1.2
billion more in proceeds than initially set out in 'stalking
horse' sale agreements. Through the sales completed or announced
to date, Nortel has preserved 13,000 jobs for Nortel employees
with the buyers of these businesses.

As recently announced, Nortel completed an agreement that will
provide for the funding by Nortel Networks Inc, a U.S. subsidiary,
of the Company's continuing work in Canada through the remainder
of the creditor protection proceedings.  Nortel has also resolved
outstanding transfer pricing with Canadian and U.S. tax
authorities for the taxation years 2001 through 2005 and settled
the US$3 billion claim of the United States Internal Revenue
Service for US$37.5 million. In addition, Nortel has restructured
certain intercompany indebtedness of its Asia Pacific affiliates
to facilitate their ability to continue to operate and participate
in global asset sales.

The Company most recently announced on February 8 th that Nortel
reached a settlement agreement with former and disabled Canadian
employee representatives, on certain employment related matters
regarding former Canadian Nortel employees, including Nortel's
Canadian registered pension plans and benefits for Canadian
pensioners and Nortel employees on long term disability.

        Corporate Group and Nortel Business Services (NBS)

While numerous milestones have been met, significant work remains
to be completed.  Nortel's Corporate Group is focused on a number
of key actions including the completion of announced sales and the
sale of remaining businesses and assets, as well as exploring
strategic alternatives to maximize the value of the Company's
intellectual property.  The Corporate Group is also responsible
for ongoing restructuring matters including the creditor claims
process, planning toward conclusion of the CCAA and Chapter 11
process and distributions to creditors. The Corporate Group also
continues to provide administrative and management support to the
Nortel affiliates around the world.

The NBS Group continues to provide global transitional services to
purchasers of Nortel's businesses, in fulfillment of contractual
obligations under Transitional Service Agreements.  These services
include maintenance of customer and network service levels during
the integration process, and providing the expertise in finance,
supply chain management, information technology, R&D, human
resources and real estate necessary to the orderly and successful
transition of businesses to purchasers over a period of 12 to 24
months. NBS is also focused on maximizing the recovery of Nortel's
accounts receivables, inventory and real estate assets.

Nortel is seeking approval of the U.S. and Canadian courts of an
employee plan that is designed to retain personnel at all levels
of Corporate Group and NBS critical to complete the remaining
work.  The plan was developed in consultation with independent
expert advisors taking into account the availability of more
stable and competitive employment opportunities available to these
employees elsewhere.  The plan is supported by the Monitor, UCC
and Ad Hoc Bondholders Group.  Koskie Minsky LLP, representative
counsel to Canadian former employees, has been advised of the
plan.

Approximately 88 percent of the plan's costs is being funded by
the purchasers of Nortel businesses, pursuant to the terms of the
sales agreements.  The purchasers have required that Nortel retain
key employees around the world to ensure that the transition to
them of the acquired businesses is as effective and efficient as
possible.

"The scope and complexity of the work to date and that remains to
be completed requires the efforts of our specialized employees
around the world," said Mr. Richardson.  "In order to meet our
restructuring objectives, bring the process to conclusion and to
fulfill our obligations to provide transitional services to
purchasers of our businesses, it is essential that we retain the
personnel with the required skills, experience and institutional
knowledge. Accordingly, Nortel has developed a plan designed to
incentivize these key employees to remain with Nortel until our
work is completed."

Mr. Richardson continued, "The employees being offered
participation in the plan were instrumental in the work completed
to date and are critical to fulfilling the remaining tasks
including carrying out the Company's global fiduciary duties,
selling and transitioning businesses, unwinding partnerships,
addressing claims and analyzing thousands of contracts.  The loss
of these key employees at this time would create significant
delays in our activities and place the achievement of our
objectives at risk.  In short, we believe the plan is in the best
interests of our creditors and other stakeholders, and of the
process itself."

                       About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Proposes $92.4-Mil. in Wind-Down Bonuses
---------------------------------------------------------
Steven Church at Bloomberg News reports that Nortel Networks Corp.
is seeking approval of a new round of bonuses of up to
$92.4 million for certain employees over the next two years,
including $4.5 million set-aside for three executives.  The
payments are proposed for 1,475 workers needed to wind down the
company's businesses, which are being sold as part of the
bankruptcy to pay creditors.

If approved, the proposal would raise the maximum amount of the
Company's bonuses authorized by courts in the U.S. and Canada in
to $137.4 million.

                       About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTHEAST BIOFUELS: Bankruptcy Judge Confirms Chapter 11 Plan
-------------------------------------------------------------
The Bankruptcy Court has confirmed Northeast Biofuels LP's Chapter
11 liquidation plan.

As the result of a settlement with the secured lenders, unsecured
creditors with claims of as much as $7 million will split up
$400,000 to $600,000 for a recovery from 3% to 9%.  The secured
lenders, owed $170 million, are to expect a recovery up to 10%,
according to the explanatory disclosure statement.

NEB has received bankruptcy court approval for a sale of its
ethanol production facility in Oswego County, New York.  Sunoco
purchased the plant out of bankruptcy in an April 2009 auction for
$8.5 million, and the purchase was finalized June 15.

Northeast Biofuels, LP, is a limited partnership formed to
develop, own and operate an ethanol facility in Fulton, New York.
NEB is 100% owned by an intermediate holding company, NEB
Holdings, LP, which is in turn 85% owned by Permolex
International, L.P., and 15% by other project developers.

The Company and two of its affiliates filed for Chapter 11
protection on January 14, 2009 (Bankr. N.D. N.Y. Lead Case No.
09-30057).  Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece,
P.C., represents the Debtors in their restructuring efforts.
Blank Rome LLP will serve as the Debtors' counsel.  The U.S.
Trustee for Region 2 appointed creditors to serve on an Official
Committee of Unsecured Creditors.  Sara C. Bond, Esq., and Stephen
A. Donato, Esq., Bond, Schoeneck & King, PLLC, represent the
Committee.  When the Debtors filed for protection from their
creditors, they listed assets and debt between $100 million to
$500 million each.


NPC ACQUISITION: Creditors' Proofs of Claim Due March 15
--------------------------------------------------------
An Order entered on February 9, 2010, by the U.S. Bankruptcy Court
for the District of New Jersey set March 15, 2010 as the deadline
for all creditors, except governmental units, to file proof of
claims against NPC Acquisition Inc. that arose before the Petition
Date.  The deadline to file proofs of claim for governmental units
is July 31, 2010.

The Bankruptcy Court has also set the Claims Bar Date of March 15,
2010 as the deadline for all creditors and parties in interest to
file requests for payment for administrative expenses against the
Debtor or the Debtor's bankruptcy estate under Bankruptcy Code
Section 503, except such administrative expenses arising under
Bankruptcy Code Section 503(b)(2), that arose after Petition Date.
Administrative Expense Claims include pursuant to Bankruptcy Code
Section 503(b)(9), but are not limited to, claims based on goods
delivered to the Debtor within the 20-day period immediately
preceding the Petition Date that were sold to the Debtor in the
ordinary course of the Debtor's business.

The March 15, 2010 deadline set in the Bankruptcy Court's February
9, 2010, Order as the Claims Bar Date supersedes the later
deadline originally set in the Notice of Chapter 11 Bankruptcy
Case, Meeting of Creditors, & Deadlines dated January 12, 2010.
The deadline in the Chapter 11 Notice for filing proofs of claims
is no longer valid.  IF YOU HAVE A PRE-PETITION CLAIM AGAINST THE
DEBTOR, YOU MUST SUBMIT THAT CLAIM BY THE MARCH 15, 2010, CLAIMS
BAR DATE IN ORDER FOR THAT CLAIM TO BE CONSIDERED TIMELY FILED
(except for governmental units, which must file proofs of claim by
the Governmental Claims Bar Date).

NPC Acquisition Inc. is a Newark, New Jersey-based manufacturer of
corrugated packaging and displays.  NPC was created from a
$25.5 million acquisition in late 2006.  Revenue of $53.5 million
in 2008 declined to $44 million in 2009.  Mannkraft Corp. is
another Newark-based packaging maker with the same controlling
shareholders as NPC.  NPC Acquisition filed for Chapter 11
protection on Jan. 12, 2010, (Bankr. D. N.J. Case No. 10-10702).
Gregory S. Kinoian, Esq., and Paul S. Hollander, Esq., at Okin,
Hollander & DeLuca, LLP, in Fort Lee, N.J., represent the debtor.
NPC estimated its assets at less than $10 million and its debts
at more than $10 million at the time of the filing.


OXBOW CARBON: Moody's Gives Positive Outlook; Affirms 'B1' Rating
-----------------------------------------------------------------
Moody's Investors Services changed Oxbow Carbon LLC's rating
outlook to positive from stable and affirmed the company's B1
corporate family rating and B1 probability of default rating.  At
the same time Moody's affirmed the B1 ratings on the company's
$350 million secured revolving credit agreement and its
$674 million secured term loan B.

The positive outlook reflects Moody's expectation that Oxbow will
continue to evidence good earnings and cash generation performance
over the next twelve to fifteen months.  The outlook also
incorporates the progress that the company has made in reducing
debt levels and Moody's expectation that further debt reduction
will be accomplished in 2010 from free cash flow generation.
Moody's believe that the U.S. coal operations will again perform
well in 2010, that the anode grade calcined petroleum coke
business will show an improving volume profile as production in
the aluminum industry improves, and that the distribution business
will also evidence improved earnings and cash flow generation,
particularly for petcoke.

The B1 corporate family rating reflects the volatility inherent in
the fuel grade petcoke, CPC and aluminum markets.  However, Oxbow
exhibits relatively stable operating margins given the operating
construct of earnings being on a net spread basis.  Moody's also
considers the operational risks inherent to Oxbow's single coal
mining site in Colorado.

Although Moody's view the anode grade coke business, where the
company enjoys a leading global position, as a significant
earnings contributor, the diversity provided by its three primary
business legs, which in addition to anode grade coke include coal
and distribution, served it well in 2009.  Strong performance in
both the coal segment, given the contract nature of this business,
and the distribution business mitigated the sharp contraction in
anode grade coke as volumes declined in line with lower production
levels in the aluminum industry.  However, this segment remained
profitable as margins continued acceptable given its margin on
metal construct, which limits the degree of deterioration on the
downside.  The company's broad marketing base and coal operations
should support performance as the CPC business continues to
improve in 2010.

Despite a weak operating environment in 2009, the company remained
free cash flow generative, continued to reduce debt and maintained
sound coverage ratios.  Leverage improved meaningfully to about
2.2x on a LTM basis to September 30, 2009, notwithstanding a
contraction in EBITDA.

The last rating action on Oxbow was in April 2007 when the ratings
were first assigned.

Headquartered in West Palm Beach, Florida, Oxbow had revenues of
roughly $2.7 billion in the twelve month period to September 30,
2009.  Oxbow is a subsidiary of Oxbow Carbon & Minerals Holdings,
Inc., a private company controlled by William I. Koch, with
private equity and strategic investors holding the balance.  Oxbow
is a leading supplier of calcined petroleum coke, is the world's
largest distributor of petroleum coke (largely industrial grade
but also anode grade) and is also a distributor of other solid
fuels, principally steam coal.  Oxbow handles approximately
13.2 million tons of fuel grade petroleum coke, currently
accounting for roughly 19% of the global petcoke market.


PALISADES PARK: Mortgagees Want Chapter 11 Case Dismissed
---------------------------------------------------------
PRIF II Chemtek, LLC, and P II River Vale GC Funding, LLC, have
asked the U.S. Bankruptcy Court for the District of New Jersey to
dismiss the bankruptcy case of Palisades Park Plaza North, Inc.

According to the Mortgagees, the dispute arises from two separate
judicial foreclosure proceedings against the Debtors.  The
Mortgagees say that it is those foreclosure proceedings which
precipitated the bad faith filings by Debtors as a means to
stonewall and delay the exercise of the Mortgagees' unequivocal
right to foreclose.  The Debtors filed their Chapter 11 petitions
a few hours before the subject property was scheduled for a
Sheriff's sale.

In the event the Court isn't inclined to dismiss the Debtors'
bankruptcy petitions, at a minimum, cause exists to lift the
automatic stay permitting the Mortgagees to proceed with the
foreclosure and sale of the mortgaged property.  Absent this
relief, the Mortgagees' security interest in the mortgaged
property, which has already been materially diminished by the
recent credit crisis and collapse in the real estate market, will
be placed in further jeopardy.

The outstanding mortgage debt is $21,132,339 as of February 1,
2010, which well exceeds the value of the mortgaged property.  The
Mortgagees say that this deficiency will continue to increase
unless the Mortgagees are permitted to expeditiously proceed with
their foreclosure and pursue a sale of the property at public
auction.

The Mortgagees ask the Court to dismiss the Debtor's Chapter 11
petitions as bad faith filings.  The Mortgagees also ask the Court
to excuse the Receiver, which was appointed by the state court in
connection with the PRIF Foreclosure Action, from compliance under
Section 543(d) of the U.S. Bankruptcy Code and prohibiting, to the
extent applicable, the Debtors from using the Mortgagees' cash
collateral, namely rents and income.

A hearing on the Mortgagees' motion for the dismissal of the
Debtor's Chapter 11 case will be held on March 17, 2010, at
10:00 a.m.  The hearing had been set for March 9, 2010, at
10:00 a.m.

PRIF II and P II are represented by Cole, Schotz, Meisel, Forman &
Leonard, P.A.

River Vale, New Jersey-based Palisades Park Plaza North, Inc.,
filed for Chapter 11 bankruptcy protection on February 5, 2010
(Bankr. D. N.J. Case No. 10-13394).  Vincent F. Papalia, Esq., at
Saiber, LLC, assists the Company in its restructuring effort.  The
Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


PENTON BUSINESS: Plan Confirmation Hearing Set for March 5
----------------------------------------------------------
Penton Business Media Holdings Inc. and its units will seek
approval of their prepackaged Chapter 11 plan of reorganization
from the Bankruptcy Court at a confirmation hearing on March 5.

Once finalized, the restructuring will result in the elimination
of $270 million of the Company's debt. In addition, certain of
Penton's existing shareholders have agreed to make a significant
new investment in the Company, which will provide additional
working capital to fund operations and improve Penton's overall
liquidity. The restructuring agreement also provides for an
extension of the maturity on the Company's senior secured credit
facility through 2014.

The Plan has been approved by the requisite number of the
Company's lenders and is subject to approval by the Court.  The
Company is seeking to emerge from Chapter 11 within 30 to 45 days.

                   About Penton Media, Inc.

As a leading, independent, business-to-business media company,
Penton -- http://www.penton.com/-- knows business and how to
create and disseminate the vital content that moves markets.
Penton serves the information needs of more than six million
business professionals every month in industries ranging from
Agriculture and Aviation to Electronics, Natural Products, and
Information Technology.  Headquartered in New York City, the
privately held company is owned by MidOcean Partners and U.S.
Equity Partners II, an investment fund sponsored by Wasserstein &
Co., LP, and its co-investors.

Penton Media and its operating subsidiaries filed voluntary
petitions to restructure under Chapter 11 of the U.S. Bankruptcy
Code on Feb. 10, 2010 (Bankr. S.D.N.Y. Case No. 10-10689).

Attorneys at Jones Day serve as bankruptcy counsel.  Kurtzman
Carson Consultants LLC serves as claims and notice agent.  The
petition says that assets are $500 million to $1 billion while
debts exceed $1 billion.


PENTON BUSINESS: Moody's Cuts Probability of Default Rating to 'D'
------------------------------------------------------------------
Moody's Investors Service downgraded Penton Business Media
Holdings, Inc.'s Probability of Default Rating to D from Caa2,
Corporate Family Rating to Ca from Caa2, the first lien credit
facility rating to Caa3 from Caa1, and the second lien credit
facility rating to C from Caa3.

This action follows Penton's announcement on February 10, 2010
that the company and its operating subsidiaries have filed
voluntary petitions to restructure under Chapter 11 of the U.S.
Bankruptcy Code.

Penton has received acceptance of its prepackaged Plan of
Reorganization by the requisite number of first and second lien
lenders.  In accordance with the terms of the Plan, the
restructuring would result in the elimination of $270 million of
debt (all of the second lien facility).  The restructuring
agreement also provides for an eighteen month extension in
maturity of the first lien facility and the injection of
additional equity from certain of Penton's existing shareholders.
The Caa3 rating on the first lien facility and the C rating on the
second lien facility reflect Moody's expected recovery rates on
these instruments in connection with the reorganization.

Moody's downgraded these ratings of Penton Business Media
Holdings, Inc.:

* Corporate Family Rating -- to Ca from Caa2

* Probability of Default Rating -- to D from Caa2

Moody's downgraded these ratings of Penton Media Inc.:

* $80 million first lien revolving credit facility -- to Caa3
  (LGD3, 33%) from Caa1 (LGD3, 34%)

* $603 (originally $620) million first lien term loan -- to Caa3
  (LGD3, 33%) from Caa1 (LGD3, 34%)

* $266 million second lien term loan -- to C (LGD5, 86%) from Caa3
  (LGD5, 87%)

Subsequent to the actions, all of Penton's ratings will be
withdrawn because the company has entered bankruptcy.  Please
refer to Moody's withdrawal policy on moodys.com.

The last rating action occurred on February 26, 2009, when Moody's
downgraded Penton's Corporate Family Rating to Caa2 from B3.

Penton's ratings were assigned by evaluating factors Moody's
believe are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected financial and
operating performance of the company over the near-to-intermediate
term, and iv) management's track record and tolerance for risk.
These attributes were compared against other issuers both within
and outside of Penton's core industry and Penton's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

Penton Business Media Holdings, Inc., is a business-to-business
media company.  Headquartered in New York City, the company
reported revenue of $338 million for the in the twelve months
ended September 30, 2009.


PENTON BUSINESS: S&P Downgrades Corporate Credit Rating to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on New York City-based Penton Business
Media Holdings Inc. and related entities to 'D'.

The rating action reflects the company's announcement that it has
filed a voluntary petition 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 for bankruptcy
protection.

S&P is reevaluating its recovery ratings Penton's first- and
second-lien senior secured facilities.  The lenders have agreed on
a plan which 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.


PETROHUNTER ENERGY: Posts $1.9-Mil. Loss in December Quarter
------------------------------------------------------------
PetroHunter Energy Corporation incurred a net loss of $1.9 million
during the quarter ended December 31, 2009, as compared to a net
loss of $15.5 million during the quarter ended December 31, 2008.

For the three months ended December 31, 2009, oil and gas revenue
was $0.0 as compared to $123,000 for the corresponding period in
2008.  The decrease in revenue relates to the sale of the
Company's only producing wells effective December 1, 2008.

During the three months ended December 31, 2008, the Company
recognized impairment of oil and gas properties of $10.3 million.
There was corresponding impairment expense for 2009.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed $5.4 million in total assets and $70.5 million in total
liabilities, resulting in a $65.1 million shareholders' deficit.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $3.4 million in total current
assets available to pay $70.5 million in total current
liabilities.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://researcharchives.com/t/s?5266

                          Going Concern

As reported in the Troubled Company Reporter on January 18, 2010,
Eide Bailly LLP, in Greenwood Village, Colorado, expressed
substantial doubt about PetroHunter Energy Corporation'a ability
to continue as a going concern after auditing the Company's
consolidated financial statements for the years ended
September 30, 2009, and 2008.

The independent public accounting firm reported that the Company
has an accumulated deficit of $279.2 million and net loss of
$129.7 million for the year ending September 30, 2009, and as of
that date has a working capital deficit of $64.9 million.

The Company has an accumulated deficit of $281.1 million and a
working capital deficit of $67.2 million as of December 31, 2009.

                    About PetroHunter Energy

Based in Denver, Colorado, PetroHunter Energy Corporation
formerly Digital Ecosystems Corp.is an oil and gas exploration and
production company, which currently holds oil and gas interests
located in the Piceance Basin of Western Colorado, and in the
Beetaloo Basin in the Northern Territory in Australia.

PetroHunter currently owns a 25% working interest in four
exploration permits covering 7 million acres in Australia,
including one well (known as the Beetaloo Basin Project), and a
100% working interest in leases covering 20,000 acres and ten
wells in the Piceance Basin in Western Colorado.  These oil and
gas wells have not yet commenced oil and gas production.


PHOENIX COS: S&P Junks Counterparty Credit Rating From 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its
counterparty credit rating on Phoenix Cos. Inc. to 'CCC+' from
'B-'.  At the same time, S&P lowered its counterparty credit and
financial strength ratings on PNX's operating subsidiaries --
Phoenix Life Insurance Co., PHL Variable Insurance Co., and AGL
Life Assurance Co. -- to 'BB-' from 'BB'.  The outlook on PNX,
Phoenix Life Insurance Co., and PHL Variable Insurance Co. is
negative.  The ratings on AGL Life Assurance Co. are on
CreditWatch with developing implications.

"The downgrade follows Phoenix's release of its fourth-quarter
2009 results, which showed that its statutory surplus and asset
valuation reserve decreased by $26.2 million in the quarter, or a
4% decline, and $279.1 million for the full year, or a 33% drop,"
said Standard & Poor's credit analyst Adrian Pask.  "The company
also reported a GAAP operating loss of $34.2 million."

The decline in surplus stemmed from increases in reserves for
discontinued group accident and health business and credit losses.

"The operating company ratings reflect a capital deficiency
relative to S&P's expectation for the ratings," said Mr. Pask.
"S&P believes that the deficiency is greater than two years of
operating company earnings."

Statutory earnings also were below expectations for the rating in
2009, reduced by reserve strengthening, investment losses, and
higher-than-expected mortality claims in the companies' universal
life and variable universal life (VUL) products.

The fourth-quarter losses stemmed from additional reserve
strengthening from discontinued group accident and health
reinsurance exposure, which Standard & Poor's believed was
substantially resolved in the second quarter of 2009, and a
decrease in mortality margins on the companies' UL and VUL
policies.  Standard & Poor's remains concerned about the
uncertainty surrounding future liabilities from the discontinued
reinsurance exposures and potential erosion in UL and VUL
mortality margins.  Standard & Poor's believes that mortality
margins on UL and VUL policies could remain depressed because of
either the nature of the business issued or possible antiselection
by policyholders in reaction to Phoenix's weakening credit
profile.


PHOENIX FOOTWEAR: Board Approves 2010 Cash Bonus Plan
-----------------------------------------------------
The Compensation Committee of the Board of Directors of Phoenix
Footwear Group, Inc., approved a 2010 Cash Bonus Plan for the
Company's executives, including its Chairman, Chief Executive
Officer and Chief Financial Officer.

The Bonus Plan provides performance criteria based upon meeting
predetermined fiscal year 2010 operating income targets.  If the
Company's operating income exceeds the minimum targets in the
Bonus Plan, the participating executives may receive cash
incentive bonus payments equal to a percentage of the executives'
eligible base salary.

With respect to the Named Executive Officers, once the minimum
operating income is reached, the bonus percentage ranges of their
eligible base salaries are as follows:

   Chairman            0% to 30%
   CEO                 5% to 45%
   CFO                 3% to 20%

With respect to the other executives, specific to their position,
the bonus percentage ranges are 4% to 35% of their eligible base
salaries.  If the Company's operating income exceeds the highest
target in the Bonus Plan, the participating executives may share
in an additional cash incentive bonus pool equal to 12.5% of the
incremental change in operating income over that of the highest
target.

                      Going Concern Doubt

The Company has incurred net losses for the last two fiscal years
and the first nine months of fiscal 2009.

In June 2008, the Company and its subsidiaries entered into a
Credit and Security Agreement with Wells Fargo Bank, N.A. for a
three year revolving line of credit and letters of credit
collateralized by all the Company's assets and those of its
subsidiaries.  Under the facility, the Company could have borrowed
up to $17.0 million (subject to a borrowing base which included
eligible receivables and eligible inventory less availability
reserves set by Wells Fargo).  The Wells Fargo credit facility
includes various financial and other covenants with which the
Company has to comply to maintain borrowing availability and avoid
an event of default and penalties and other remedies available to
Wells Fargo.  The Company has been in continuing default under its
Wells Fargo credit facility since September 27, 2008, by failing
to meet the financial covenant for income before income taxes.
Since July 2009, the Company has entered into four forbearance
agreements with Wells Fargo pursuant to which, among other things,
Wells Fargo agreed, subject to certain conditions, to refrain from
exercising remedies based on the specified past financial covenant
defaults until October 23, 2009, with various automatic extensions
that defer the maturity to November 30, 2009, provided the Company
adheres to certain conditions.

The Company undertook restructuring activities to raise cash to
enable it to repay its bank debt.  In the Company's most recent
10-Q filing, management of the Company said it is engaged in
discussions with several different financing sources to provide
the Company with proceeds to repay in full its revolving line of
credit debt on or before November 30, 2009.

The conditions raise substantial doubt about the Company's ability
to continue as a going concern.

At September 30, 2009, the Company's consolidated balance sheets
showed $13.2 million in total assets, $9.8 million in total
liabilities, and $3.4 million in shareholders' equity.

                       Subsequent Events

As reported in the Troubled Company Reporter on December 7, 2009,
the Company, together with its subsidiaries, entered into an
Accounts Receivable and Inventory Security Agreement
on December 4, 2009, with First Community Financial, a division of
Pacific Western Bank, for a two-year revolving credit facility
collateralized by all of its personal property and those
of its subsidiaries.

Under the facility, the Company can borrow up to $4.5 million
(subject to a borrowing base which includes Eligible Accounts
Receivable and Eligible Inventory).  The Eligible Inventory
sublimit included in the borrowing base, currently capped at
$1.5 million, shall be reduced by $200,000 per month beginning on
January 15, 2010, until such amount is reduced to $300,000.

Concurrently with the execution of the Accounts Receivable and
Inventory Security Agreement, the Company made an initial
borrowing thereunder in the amount of $2.0 million, which was used
to pay in full the outstanding balances of $1.7 million owed to
its then lender, Wells Fargo.

                     About Phoenix Footwear

Phoenix Footwear Group, Inc. (NYSE Amex: PXG) headquartered in
Carlsbad, California, designs, develops and markets men's and
women's footwear and accessories.  Phoenix Footwear's brands
include Trotters(R), SoftWalk(R) and H.S. Trask(R).  These brands
are primarily sold through department stores, specialty retailers,
mass merchants and catalogs.


PMI MORTGAGE: Arizona Dept. of Insurance Grants Waiver
------------------------------------------------------
The PMI Group, Inc.'s principal operating subsidiary, PMI Mortgage
Insurance Co. (MIC), disclosed that the Arizona Department of
Insurance, its primary state regulator, exercised discretion to
permit MIC to continue writing new mortgage insurance business in
the event it falls below Arizona capital requirements.  The
Department's waiver remains in effect until December 31, 2011.
The Department may withdraw the waiver at any time if the facts
and circumstances warrant such action.

The Department issued the waiver following a comprehensive
examination of PMI's operations, financial condition,
capital/liquidity position, and its present and future business
prospects.  In the letter granting the waiver, the Department
concluded that MIC currently has sufficient capital and resources
to fulfill its current and projected policyholder obligations.

L. Stephen Smith, Chairman and CEO of PMI, said, "The Department's
action reflects the importance for MIC to continue to write new
mortgage insurance in support of the U.S. housing recovery, and
affirms our view that MIC has the financial resources to pay its
policyholder obligations during a very challenging economic
environment. PMI's continued ability to write new mortgage
insurance will enable qualified low-down-payment borrowers to
purchase a home, fostering sustainable homeownership that
strengthens communities across the nation."

                       About PMI Mortgage

PMI Mortgage Insurance Co. is headquartered in Walnut Creek, CA
and provides credit enhancement solutions that expand
homeownership while supporting our customers and the communities
they serve.  Through its wholly and partially owned subsidiaries,
PMI offers residential mortgage insurance and credit enhancement
products.


PRECISION DRILLING: S&P Retains 'BB' Rating With Stable Outlook
---------------------------------------------------------------
Standard & Poor's Rating Services said that Precision Drilling
Trust's (BB/Stable/--) announcement of its intention to convert
back to a corporate structure has no immediate effect on S&P's
ratings and outlook on the company.  Although S&P generally
believe the income trust structure limits an entity's financial
flexibility, Precision Drilling's financial policies have
emphasized internally funded growth rather than maximum
distributions to unitholders.  Furthermore, the leverage it
incurred to acquire Grey Wolf Inc. heavily influenced S&P's
initial ratings on the trust in October 2008.

S&P believes Precision Drilling's ability to reduce leverage to a
moderate level, which S&P views as appropriate for the highly
volatile oilfield services sector, will have a more meaningful
effect on its prospective credit profile.


PROFESSIONAL LAND: Wants Malka Issak as Bankruptcy Counsel
----------------------------------------------------------
Professional Land Development, LLC, has asked for permission from
the U.S. Bankruptcy Court for the Middle District of Florida to
employ Malka Issak, Esq., as bankruptcy counsel.

Ms. Issak will, among other things:

     a. give the Debtor legal advice with respect to its duties
        and powers as Debtor;

     b. take necessary steps to set aside preferential transfers;

     c. prepare on behalf of the Debtor the necessary motions,
        notices, pleadings, petitions, answers, orders, reports
        and other legal papers required in the Debtor's Chapter 11
        case; and

     d. assist the Debtor in taking legally appropriate steps to
        effectuate the continued operations of the Debtor.

Ms. Isaak was paid by a third party a $50,000 pre-petition
retainer.  In additional to retainer, the Debtor has also agreed
to pay a reasonable attorney's fee which will be subject to
approval by the Court.

The Debtor assures the Court that Ms. Issak is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Tampa, Florida-based Professional Land Development, LLC, filed for
Chapter 11 bankruptcy protection on February 5, 2010 (Bankr. M.D.
Fla. Case No. 10-02569).  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


RAINBOW UNITED: To Pay Creditors in Full Under Chapter 11 Plan
--------------------------------------------------------------
Josh Heck at Wichita Business Journal reports that Rainbows United
Inc. filed a reorganizational plan that:

   * calls for all its creditors to be repaid in full within eight
     years.

   * repay more than $2.3 million in back taxes to the Internal
     Revenue Service and nearly $50,000 to the Kansas Department
     of Revenue within five years.

The reorganization plan outlines Rainbows' works to emerge from
bankruptcy and pay off its nearly $6 million debt.  "The community
has been so good to Rainbows United, so we feel it is our duty to
pay back our creditors," the report quotes as saying Deb Voth, the
organization's chief operating officer, who is overseeing day-to-
day operations, as stating.

                      About Rainbows United

Headquartered in Wichita, Kansas, Rainbows United, Inc. --
http://www.rainbowsunited.org/-- is a Wichita nonprofit agency
that serves children with special needs and their families.
Rainbows United serves more than 2,600 children aged birth through
5, including more than 2,300 with special needs.  The
organization, which has 435 full- and part- time employees, serves
primarily Sedgwick and Butler counties.

Rainbows United filed for Chapter 11 bankruptcy protection on
July 30, 2009 (Bankr. D. Kan. Case No. 09-12457).  Edward J.
Nazar, Esq., at Redmond & Nazar, L.L.P., assists the Company in
its restructuring efforts.  In its petition, the Debtor listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in debts.


RCN CORPORATION: Moody's Affirms 'B1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family Rating,
B2 Probability of Default Rating and B1 senior secured bank debt
ratings for RCN Corporation, and raised the company's speculative
grade liquidity rating to SGL-2 from SGL-3.  The upgrade of the
SGL rating reflects the perceived improvement in RCN's liquidity
profile and financial flexibility based on maintenance of excess
cash balances combined with stability and potential improvement of
the recent transition to positive free cash flow as capital
spending relative to revenue generation moderates and this
specific corporate objective is managed to realize free cash flow
growth.  Historical concerns about prospective compliance with
ongoing tightening of the company's financial maintenance leverage
covenant have also somewhat abated given the improving profile of
internally generated cash sources.  The rating outlook is stable.

Upgrades:

Issuer: RCN Corporation

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from
     SGL-3

Affirmations:

Issuer: RCN Corporation

  -- Corporate Family Rating, Affirmed at B1
  -- Probability of Default Rating, Affirmed at B2
  -- Senior Secured Credit Facility, Affirmed at B1 (LGD3-33%)

RCN's B1 CFR continues to reflect the significant competitive
threats from larger incumbent cable providers and regional bell
operating companies, and management's shareholder-oriented fiscal
policies as evidenced by historical debt-financed dividends and
acquisitions.  These risks, however, are partially offset by RCN's
moderate debt-to-EBITDA leverage, strong operating capabilities
including improved EBITDA margins and the company's deemed high
quality network infrastructure.

The SGL-2 speculative grade liquidity rating reflects RCN's
ability to service its required debt payments from existing cash
and short-term investments (about $84 million as of 9/30/09) and
approximately $40 million or more of projected free cash flow in
2010.  The good free cash flow generation is supported by RCN's
relatively stable EBITDA and a flat capital program with an
expected reduction in the Resi/SMB segment following the
completion of the company's Analog Crush project, offset by higher
investment in RCN Metro.  In addition, RCN's sizable cash and
short-term investment balance affords flexibility to pay down debt
and ensure ongoing compliance with scheduled reductions in the
financial maintenance debt-to-EBITDA covenant as stipulated in the
bank credit agreement.

The last rating action was on February 11, 2009, when Moody's
affirmed RCN's ratings and lowered its speculative grade liquidity
rating to SGL-3 from SGL-2 on concerns about prospective
compliance with tightening financial maintenance covenants.

Based in Herndon, Virginia, RCN is a facilities-based competitive
provider of bundled cable, high-speed Internet and phone services
to residential customers in the high-density northeast and Chicago
markets.  RCN also serves a growing base of commercial customers
through RCN Business Services, which serves as a provider of bulk
video, broadband Internet access and voice services to small- and
medium-sized business customers, and RCN Metro Optical Networks,
which is a facilities-based provider of high capacity data
transport services to large enterprise and carrier customers.


SABINE PASS: S&P Affirms 'B+' Rating on $2.2 Bil. Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
rating on midstream energy company Sabine Pass LNG L.P.'s
approximate $2.2 billion of senior secured notes.  The outlook is
stable.  At the same time, S&P revised S&P's recovery rating to
'3', indicating meaningful recovery of principal (50%-70%) in the
event of a payment default, from '4' (30% to 50% recovery).  The
updated recovery ratings primarily reflect the project's enhanced
capacity following the completion of Phase II of the project.

Sabine Pass, an indirectly owned, 91.6% subsidiary of Cheniere
Energy Inc. (CCC+/Stable/--), the Houston-based liquefied natural
gas project developer, consists of a 4 billion cubic feet/day
regasification terminal.

"With construction now complete, the project structure and
contractual foundation of Sabine Pass are consistent with an
investment-grade credit profile on a stand-alone basis," said
Standard & poor's credit analyst Mark Habib.

However, S&P caps the ratings differential between the two
entities because S&P think Cheniere's deteriorating financial
condition could also harm asset quality at Sabine Pass.  Sabine
Pass' ratings are higher than Cheniere's due to strong ring-
fencing protections that S&P believes insulate the credit quality
of Sabine Pass from the rest of the Cheniere organization and
allow for the maximum three-notch rating differential under S&P's
project finance criteria.

The stable outlook on Sabine Pass is tied to Cheniere's outlook
and is based on the construction of Sabine Pass being complete and
the company maintaining a stable liquidity position.  Cheniere's
financial risk profile has also improved slightly following
reduced debt and interest expense associated with paying down some
of the convertible senior unsecured notes.  A higher rating could
be warranted if Cheniere's liquidity position experiences
sustained improvement to the point its unrestricted cash balance
can meet interest payments longer into the future than current
expectations and is also expected to increase each quarter.
Notably higher ratings would require Cheniere Marketing to produce
significant incremental cash flows for Cheniere to reduce its
parent-level debt and markedly improve its financial risk profile.
S&P could lower the rating if Cheniere raises additional debt at
the parent level, its unrestricted cash balance experiences a
material decline, or if additional shares of its common stock are
repurchased with cash on hand.


SALON MEDIA: Posts $1.7-Mil. Net Loss in Qtr Ended Dec. 31
----------------------------------------------------------
Salon Media Group Inc. reported a net loss of $1.7 million on net
revenues of $1.4 million for the three months ended December 31,
2009, compared to a net loss of $1.1 million on net revenues of
$1.8 million for the same period of 2008.  Advertising revenues
decreased 25% to $1.1 million for the three months ended
December 31, 2009, from $1.5 million for the three months ended
December 31, 2008.

For the nine months ended December 31, 2009, the Company had a net
loss of $4.0 million on net revenues of $3.4 million, compared to
a net loss of $3.0 million on net revenues of $5.7 million for the
corresponding period a year ago.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed $2.1 million in total assets and $8.2 million in total
liabilities, resulting in a $6.1 million shareholders' deficit.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $1.4 million in total current
assets available to pay $5.1 million in total current liabilities.

A full-text copy of the Company's quarterly report is available at
no charge at http://researcharchives.com/t/s?528a

                       Going Concern Doubt

Burr, Pilger & Mayer LLP, Salon's independent accountants for the
year ended March 31, 2009, has included a paragraph in its report
indicating that substantial doubt exists as to Salon's ability to
continue as a going concern because of Salon's recurring operating
losses, negative cash flow and accumulated deficit.

Salon has incurred significant net losses and negative cash flows
from operations since its inception.  As of December 31, 2009,
Salon had an accumulated deficit of $105 million.  These losses
have been funded primarily through the issuance of common stock
from Salon's initial public offering in June 1999, issuances of
preferred stock and convertible notes, bank debt, and advances
from related parties.

                        About Salon Media

Based in San Francisco, Salon Media Group Inc. (OTC: SLNM.OB) --
http://www.salon.com/-- is an online news and social networking
company and an Internet publishing pioneer.


SEVEN FALLS: Administrator Wants Case Dismissed or Converted
------------------------------------------------------------
Times-News staff writer James Shea says U.S. Bankruptcy
Administrator Alexandria Kenny asked the Bankruptcy Court to
dismiss the Chapter 11 case of Seven Falls Golf and River Club LLC
or convert their reorganization case to liquidation under
Chapter 7.

According to the administrator, the Company's developer Keith
Vinson failed to file require status reports in one of his
bankruptcy cases, is unlikely to propose a feasible plan to
reorganize his business and emerge from bankruptcy and is not
represented by a disinterested attorney.

A hearing is set on Wednesday to consider the administrator's
request, Mr. Shea says.

Seven Falls is a private golf and river club located in the Blue
Ridge Mountains near Hendersonville and Asheville in Western
North Carolina.  The company filed for bankruptcy protection on
Dec. 23, 2009, listing assets of between $100,000 and $500,000,
and liabilities of between $1 million and $10 million.


SKILLSOFT PLC: S&P Puts 'BB-' Rating on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings,
including the 'BB-' corporate credit rating, on Nashua, New
Hampshire-based SkillSoft PLC on CreditWatch with negative
implications.  This action follows the company's announcement
earlier that it has agreed to be acquired by a group of private
investors, including Berkshire Partners, Advent International, and
Bain Capital for $1.1 billion in cash.

While SkillSoft's existing $200 million term loan has about
$85 million outstanding, the proposed interim capital structure
includes a $40 million revolving credit facility, a $325 million
term loan, and a $240 million unsecured interim loan.

"S&P believes that when this leveraged deal is completed, it will
weaken the company's credit metrics," said Standard & Poor's
credit analyst Joseph Spence.

S&P will resolve the CreditWatch when more information regarding
the final form of the transaction becomes available and S&P can
assess the effects on SkillSoft's capital structure and operating
prospects.  If the existing loan is repaid and the new debt is not
rated, S&P would expect to withdraw its ratings.


SPHERIS INC: Wants to Employ Young Conaway as Bankruptcy Counsel
----------------------------------------------------------------
Spheris Inc., et al., have asked for permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Young
Conaway Stargatt & Taylor, LLP, as bankruptcy counsel, nunc pro
tunc to the Petition Date.

Young Conaway will, among other things:

     a. provide legal advice with respect to the Debtors' powers
        and duties as debtors-in-possession in the continued
        operation of their business and management of their
        properties;

     b. pursue confirmation of a Chapter 11 Plan, or, if
        necessary, an alternative plan of reorganization, and
        approval of the corresponding solicitation procedures and
        disclosure statement;

     c. appear in Court and protect the interests of the Debtors
        before the Court; and

     d. perform other legal services for the Debtors which may be
        necessary and proper in the proceedings.

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

        Robert S. Brady, Partner                $660
        Matthew B. Lunn, Partner                $425
        Maris Finnegan, Associate               $335
        Ryan Bartley, Associate                 $285
        Michael Girello, Paralegal               $220

Matthew B. Lunn, a partner in Young Conaway, assures the Court
that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Franklin, Tennessee-based Spheris Inc. -- http://www.spheris.com/
-- dba Spheris Holdings, LLC; dba Spheris Holding Inc.; and dba
Total eMed, Inc., is a global provider of clinical documentation
technology and services to more than 500 health systems, hospitals
and group practices throughout the U.S.  Founded by doctors,
Spheris solutions address the needs of practitioners, health
information directors, IT directors and administrators.

The Company filed for Chapter 11 bankruptcy protection on
February 3, 2010 (Bankr. D. Delaware Case No. 10-10352).
The Company listed $50,000,001 to $100,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

The Company's affiliates -- Spheris Canada Inc.; Spheris Holding
II, Inc.; Spheris Leasing LLC; Spheris Operations LLC; and Vianeta
Communications -- filed separate Chapter 11 petitions.


TODD FULCHER: Judge Doub Appoints Chapter 11 Trustee
----------------------------------------------------
Branch Banking and Trust Company asked the Honorable Randy D. Doub
to appoint a chapter 11 trustee to oversee the restructuring of
Todd Fulcher, LLC.  Judge Doub held a hearing on Feb. 4 and 5,
2010, and ordered the appointment of John Bircher, Esq., of New
Bern, N.C., as the Chapter 11 Trustee pursuant to 11 U.S.C. Sec.
1104.  "The Debtor, Todd A. Fulcher, and any employees of the
Debtor shall fully cooperate with the Chapter 11 Trustee,
including but not limited to, timely providing relevant documents,
corporate books and records, bank statements, insurance binders,
or any other information as requested by the Chapter 11 Trustee,"
Judge Doub says.

Todd Fulcher, LLC, sought Chapter 11 protection (Bankr. E.D.N.C.
Case No. 10-00174) on Jan. 11, 2010.  A copy of the Debtor's
chapter 11 petition is available at no charge at:

        http://bankrupt.com/misc/nceb10-00174.pdf


SOLAR ENERTECH: Posts $3.9 Million Net Loss in Qtr Ended Dec. 31
----------------------------------------------------------------
Solar EnerTech Corp. announced Friday financial results for the
first quarter ended December 31, 2009.

Net loss for the first quarter of fiscal 2010 was $3.9 million, or
negative $0.04 per basic and diluted share compared to a net loss
of $3.8 million, or negative $0.04 per basic and diluted shares in
the same period in fiscal 2009.  In the first quarter of fiscal
2010, the Company recorded a non-cash gain totaling $1.0 million
associated with a change in the fair market value of warrant
liability and a change in the fair market value of compound
embedded derivative liability compared to a total non-cash gain of
$2.1 million for these two same items in the first quarter of
fiscal 2009.  Excluding non-cash items, on a non-GAAP basis, the
first quarter 2010 net loss was $4.9 million compared to a net
loss of $5.9 million in the prior year period.  Both the compound
embedded derivative and warrant liabilities were recorded in
conjunction with the convertible notes transaction entered into by
the Company in March 2007.

Total module shipments increased 448% in the first fiscal quarter
2010, compared to the first fiscal quarter of the prior year.
Revenue increased 248% to $17.7 million compared to $5.1 million
in the first fiscal quarter of the prior year.  Revenue for fiscal
2010 first quarter was comprised of approximately $15.3 million in
solar modules sales, of which more than 95% were sold to Europe
and Australia, and $2.4 million in solar cell sales.

The first fiscal quarter 2010 gross profit increased to positive
$1.9 million, compared to negative $2.3 million in the first
quarter in the prior year period.  First quarter 2010 gross margin
was positive at 11% of total sales compared to negative 46% of
total sales in the prior year period.

Total operating expenses for the fiscal 2010 first quarter were
$2.3 million, or 13% of total net sales, which included an
approximate $600,000 non-cash stock compensation credit related to
the restructuring of the management team.  Excluding these non-
cash items, the operating expense for the fiscal 2010 first
quarter was $1.7 million, or 10% of total net sales.  This
compares with the 2009 first quarter total operating expense of
$3.2 million, or 63% of total sales, which included $1.4 million
of non-cash stock compensation charges related to the hiring and
retention of key executives and $310,000 non-cash charges for loss
on debt extinguishment.  The increase in operating expenses in the
fiscal 2010 first quarter compared to fiscal 2009 first quarter
was primarily due to increase shipping rates and volume.

Mr. Leo S. Young, Chief Executive Officer of Solar EnerTech
commented, "Fiscal first quarter result indicates a significant
accomplishment for Solar EnerTech during the past six months since
we made a strategic adjustment to focus on supplying superior
products to our customers.  We are pleased to see continued strong
top-line growth in the quarter - our main product shipment
increased four times and revenue increased nearly 250% compared to
the same period last year.  As our capacity has increased and the
quality of our solar cells becomes further recognized in the
industry, we now have the opportunity to focus on advancing our
brand name recognition."

"While we have been experiencing volatile market conditions for
the last several months, the entire management team is up to the
challenge.  Our focus on product quality, coupled with our efforts
in support services, has provided satisfaction among our major
customers in Europe and Australia, and that in turn enabled us to
acquire new customers.  We are encouraged with the demand trends
we're seeing in our business and believe the quality of our
products differentiate Solar EnerTech from many of other players
in the global PV business," concluded Mr. Young.

                        Financial Position

As of December 31, 2009, the Company had $1.6 million in cash,
$8.4 million of accounts receivables, $629,000 of prepayment
primarily for purchase of raw materials, $5.8 million of
inventories on hand, $705,000 of deferred financing cost
associated to the convertible notes and $1.1 million of VAT and
other receivables.  Additionally, as of December 31, 2009, the
Company had $9.9 million of accounts payable, customer advance
payment and accrued liabilities, $5.7 million of accrued liability
due to related party, $74,000 of derivative liabilities and
$11.6 million in principal of convertible notes outstanding, which
are recorded at carrying value at $6.8 million.

On January 7, 2010, the Company entered into a Series A Notes and
Series B Notes Conversion Agreement with the holders holding over
75% of the outstanding principal amounts owed under the Series A
and Series B Notes to modify the terms of the notes.  Pursuant to
the terms of the Conversion Agreement, the notes were
automatically converted into shares of the Company's common stock
at a conversion price of $0.15 per share and amended to eliminate
the maximum ownership percentage restriction prior to such
conversion.

In addition, the Company and the holders of over 50% of each of
the outstanding Series A, Series B and Series C Warrants
(collectively the "PIPE Warrants") entered into an Amendment to
the Series A, B and C Warrants in conjunction with the Conversion
Agreement.  Pursuant to the terms of the Warrant Amendment, the
PIPE Warrants were amended to reduce their exercise prices from
$1.21, $0.90 and $1.00, respectively, to $0.15.  The PIPE Warrants
were also amended to (a) waive the anti-dilution provisions of the
PIPE Warrants that would increase the number of shares issuable
pursuant to the PIPE Warrants in inverse proportion to the
reduction in the exercise price, (b) waive all anti-dilution
protections as to future transactions and (c) eliminate maximum
ownership percentage restrictions.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed total assets of $29.9 million, total liabilities of
$23.5 million, and total shareholders' equity of $6.4 million.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $18.3 million in total current
assets available to pay $22.4 million in total current
liabilities.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://researcharchives.com/t/s?52b0

                       Going Concern Doubt

The Company has incurred significant net losses and has had
negative cash flows from operations during each period from
inception through December 31, 2009, and has an accumulated
deficit of approximately $72.2 million at December 31, 2009.  For
the three months ended December 31, 2009, the Company had
operating cash flows of $138,000 and incurred a net loss of
approximately $3.9 million. As of December 31, 2009, the Company
had outstanding convertible notes with a principal balance of
$11.6 million consisting of $2.5 million in principal amount of
Series A Convertible Notes and $9.1 million in principal amount of
Series B Convertible Notes, which were recorded at carrying amount
at $6.8 million.  These Notes bear interest at 6% per annum and
are due on March 7, 2010.  The Company only had approximately
$1.6 million in cash and cash equivalents on hand as of
December 31, 2009.  "The conditions described raise substantial
doubt about the Company's ability to continue as a going concern."

On January 7, 2010, the terms of the Notes and the warrants issued
in conjunction with the Notes were amended.  The Company believes
that if the Company is able to execute on its business plan, the
successful completion of the conversion, along with the Company's
existing cash resources and the cash expected to be generated from
operations during fiscal year 2010 will be sufficient to meet the
Company's projected operating requirements at least through
September 30, 2010, and enable it to continue as a going concern.

                       About Solar EnerTech

Solar EnerTech Corp. (OTC BB: SOEN) is a photovoltaic solar energy
cell manufacturing enterprise incorporated in the United States
with its corporate office in Mountain View, California.  The
Company has established a sophisticated 67,107-square-foot
manufacturing facility at Jinqiao Modern Technology Park in
Shanghai, China. The Company currently has two 25MW solar cell
production lines and a 50MW solar module production facility.

Solar EnerTech has also established a Joint R&D Lab at Shanghai
University to develop higher efficiency cells and to put the
results of that research to use in its manufacturing processes.


SPANSION INC: Posts $514.1 Million Net Loss in Fiscal 2009
----------------------------------------------------------
Spansion Inc. reported a net loss of $514.1 million on net sales
of $1.411 billion for the fiscal year ended December 27, 2009,
compared with a net loss of $2.4 million on net sales of
$2.282 billion for fiscal 2008.

Total net sales in fiscal 2009 decreased 38% compared to total net
sales in fiscal 2008.  The decrease in total net sales was
primarily attributable to a 34% decrease in unit shipments.

The Company recorded an impairment charge of approximately
$12.5 million in the fourth quarter of fiscal 2009 primarily due
to impairment of the Company's equity investment in and loan to an
investee.  The Company recorded an impairment charge of
approximately $1.653 billion in the fourth quarter of fiscal 2008.
Reduced unit demand resulted in factory underutilization, lower
prices, negative margins and together these effects resulted in a
lower fair value for the Company's plant and equipment than their
then current carrying value.  Furthermore, the Company determined
that the carrying values of goodwill and intangible assets from
the Saifun acquisition exceeded fair value.  The impairment
charges were comprised of impairments of property, plant and
equipment (approximately $1.578 billion), goodwill (approximately
$20.8 million) and intangible assets (approximately
$53.5  million).

Reorganization items totaled $391.4 million for fiscal 2009 and
were comprised of a provision for expected allowed claims of
approximately $354.9 million related primarily to rejection or
repudiation of executory contracts and leases and the effects of
approved settlements and approximately $37.1 million for
professional fees.  No such charges were incurred in fiscal 2008
and fiscal 2007.

The Company recorded income tax expense of $597,000 in fiscal 2009
compared to approximately $62.9 million in fiscal 2008.

                          Balance Sheet

At December 27, 2009, the Company's consolidated balance sheets
showed $1.438 billion in total assets and $2.296 billion in total
liabilities, resulting in a $857.7 million shareholders' deficit.

A full-text copy of the Company's fiscal 2009 annual report is
available at no charge at http://researcharchives.com/t/s?52b3

                        Bankruptcy Update

On March 1, 2009, Spansion Inc., Spansion Technology LLC, Spansion
LLC, Spansion International, Inc., and Cerium Laboratories LLC
each filed a voluntary petition for relief under Chapter 11 of the
U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District
of Delaware.  The Chapter 11 cases are being jointly administered
under Case No. 09-10690 (KJC).

Spansion's second amended disclosure statement and its plan of
reorganization were approved by the U.S. Bankruptcy Court on
December 22, 2009.

Pursuant to the Plan of Reorganization, allowed administrative
claims and priority tax claims would be paid in full in cash or
cash equivalents.  Other allowed secured claims would be
reinstated, paid in full in cash or have the collateral securing
such claims returned to the secured creditor.  Allowed unsecured
convenience claims (in amount equal to, less than or reduced to
$2,000) would be paid in full in cash.  Any remaining value would
be distributed on a pro rata basis, subject to any applicable
subordination agreements, to holders of allowed unsecured claims
(other than certain claims, including claims based on non-
compensatory damages and penalties and intercompany claims) in the
form of new Spansion common stock.  Under the Plan of
Reorganization, the Company's current stockholders will not be
entitled to any recovery, making such shares of common stock
valueless.

The confirmation hearing in the U.S. Bankruptcy Court is scheduled
to begin on February 24, 2010.  If the U.S. Bankruptcy Court
confirms the Plan of Reorganization, the Debtors expect to emerge
from Chapter 11 shortly thereafter.

                          Spansion Japan

On February 10, 2009, Spansion Japan Limited, a wholly-owned
subsidiary of Spansion LLC (Spansion Japan), filed a proceeding
under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan
to obtain protection from Spansion Japan's creditors (the Spansion
Japan Proceeding), and the Tokyo District Court approved the
filing of the Spansion Japan Proceeding on March 3, 2009, and
appointed the incumbent representative director of Spansion Japan
as trustee.

As a result, and in accordance with U.S. GAAP, the financial
results of Spansion Japan Limited are no longer included in the
consolidated financial results of Spansion Inc. after March 3,
2009.

On January 8, 2010, the Company reached an agreement in principle
(the Settlement) with its former subsidiary, Spansion Japan, to
(i) acquire Spansion Japan's distribution business; (ii) obtain
foundry services, including wafer and sort services, from Spansion
Japan; and (iii) resolve the Company's dispute with Spansion Japan
relating to pricing of wafers purchased for the period beginning
February 9, 2009, through October 27, 2009 (the Disputed Period).
The Settlement remains subject to the completion of definitive
agreements.  On January 29, 2010, the U.S. Bankruptcy Court and on
February 1, 2010, the Tokyo District Court approved the
Settlement.  The Company expects the definitive agreements
implementing the Settlement to be executive in February 2010.

                            Cash Flows

The Company ended fiscal 2009 with $324.9 million in cash,
compared to $116.4 million at the end of fiscal 2008.

The Company generated $236.5 million in cash from operating
activities in fiscal 2009, due to significant non-cash items and
changes in operating assets and liabilities.  Non-cash items
primarily consisted of $168.4 million of depreciation and
amortization, $14.0 million of asset impairment charges,
$19.8 million of provisions for doubtful accounts,, and
$12.4 million of stock compensation costs, and the $30.1 million
of gain from the deconsolidation of Spansion Japan.  The net
changes in operating assets and liabilities in fiscal 2008
consisted primarily of an increase in accounts payable and accrued
liabilities of $629.4 million, a decrease in inventories of
$180.6 million and an increase in receivables of $284.4 million.

The Company generated $262.6 million in cash from operating
activities in fiscal 2008, due to significant non-cash items and
changes in operating assets and liabilities.  Non-cash items
included in the net loss consisted primarily of approximately
$644.5 million of depreciation and amortization, and in-process
research and development write-off, approximately $1.7 billion of
asset impairment charges, and approximately $21.6 million in stock
compensation costs.  The net changes in operating assets and
liabilities in fiscal 2008 consisted primarily of a decrease in
accounts receivables of approximately $141.2 million due to a
decline in net sales as a result of the adverse market conditions
and a decrease in inventory of approximately $204.7 million.

Net cash used in investing activities was approximately
$62.8 million in fiscal 2009, primarily comprised of cash
reduction of approximately $52.1 million related to the
deconsolidation of Spansion Japan, capital expenditures of
approximately $29.7 million, decrease in cash of $10.4 million
related to the sale of the Suzhou assembly and test facility, and
a loan (investment) of approximately $5.3 million made to an
investee in January 2009 pursuant to terms of an existing
contractual obligation, partially offset by proceeds of
$14.8 million from redemptions of auction rate securities (ARS)
and proceeds of $15.5 million from the sale of the Company's
Suzhou assembly and test facility.

Net cash used in investing activities in fiscal 2008 was
approximately $331.7 million, which consisted of approximately
$430.8 million of capital expenditures used to purchase property,
plant and equipment, principally related to the Company's
investment in 300-millimeter equipment at the manufacturing
facility in Japan and in the Company's Submicron Development
Center offset by a cash inflow of approximately $133.7 million
from the maturities and sale of ARS.

Net cash provided by financing activities in fiscal 2009 was
primarily comprised of approximately $117.8 million from
borrowings mainly under the UBS AG Loan and the Spansion Japan
2007 Revolving Credit Facility, offset in part by approximately
$79.9 million in repayments of debts, primarily the Senior Secured
Revolving Credit Facility, UBS Loan Secured by ARS, and certain
capital lease obligations.

Net cash provided by financing activities was approximately
$8.8 million in fiscal 2008.  This amount included approximately
$250.6 million of borrowing proceeds primarily from the Company's
Spansion Japan 2007 Revolving Credit Facility, Spansion Japan 2007
Credit Facility and Senior Secured Revolving Credit Facility,
offset by approximately $241.8 million in repayments on debt
(primarily under the Spansion Japan 2007 Revolving Credit Facility
and Spansion Japan 2007 Credit Facility) and capital lease
obligations.

                       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: Committee Seeks to Expand FTI Work
------------------------------------------------
The Official Committee of Unsecured Creditors seeks the Court's
authority to expand the scope of services provided by FTI
Consulting, Inc., as its financial advisors, nunc pro tunc to
November 23, 2009.

The Committee seeks to include additional services related to the
analysis of intercompany transfer from Spansion, LLC to Spansion
Japan Limited within the one-year period prior to the Petition
Date.  According to the Committee, the expanded services have
been, and are, necessary to permit it to make an informed
decision regarding settlement proposals between Spansion, LLC and
Spansion Japan.

By mid-November 2009, the Debtors were working towards a
negotiated settlement with Spansion Japan Limited.  The
settlement would resolve a dispute between the Debtors and
Spansion Japan related to wafers purchased pursuant to a
prepetition foundry agreement.

At the request of the Committee, as part of evaluating the
proposed settlement with Spansion Japan, FTI undertook the
majority of the analysis relating to intercompany transfers from
Spansion, LLC to Spansion Japan within one year prior to the
Petition Date.

The Committee asserts that while FTI's original scope of services
included assistance in the evaluation and analysis of avoidance
actions including fraudulent conveyances and preferential
transfers, the Committee requested that FTI take the lead rather
than merely review the Debtors' high-level summary analysis of
the Transfers.

The Committee clarifies that FTI will continue to perform all of
its original scope of services and will continue to be entitled
to receive the original compensation as approved by the Court.

FTI's compensation in connection with the Expanded Scope will be
on an hourly basis and will be based on the actual hours worked
and on these billing rates:

   Senior Managing Directors           $725-$885
   Managing Directors                  $635-$725
   Directors                           $585-$655
   Senior Consultants/Consultants      $290-$515
   Administration/Paraprofessionals    $105-$225

                        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: Fee Applications Have No Objections
-------------------------------------------------
Spansion Inc. certified to the Court that no objections were filed
as to retained professionals' monthly fee applications.
Accordingly, the Debtors are now authorized to pay 80% of fees
and 100% of expenses:

Professional                 Period    80% Fees  100% Expenses
------------                 ------    --------  -------------
Ernst & Young LLP         11/01/09-
                           11/30/09      $52,425         $0

Brincko Associates, Inc.  12/01/09-
                           12/31/09       90,114      4,245

Warren H. Smith &         12/01/09-
Associates, P.C.          12/31/09       20,078        299

Duane Morris LLP          09/01/09-
                           11/30/09      324,200      8,212

Latham & Watkins LLP      09/01/09-
                           11/30/09    3,136,350     55,400

King & Spalding LLP       09/01/09-
                           11/30/09    4,580,416    125,357

Morrison & Foerster LLP   09/01/09-
                           11/30/09      484,109     41,364

Ernst & Young LLP         09/01/09-
                           11/30/09       76,929         93

K&L Gates LLP             09/01/09-
                           11/30/09      217,111    288,574

Sitrick and Company Inc.  09/01/09-
                           11/30/09        4,897          0

B. Professionals of the Official Committee on Unsecured Creditors

Professional                  Period         Fees      Expenses
------------                  ------         ----      --------
Young Conaway Stargatt &   09/01/09-
Taylor, LLP                11/30/09      $157,533       $9,476

Young Conaway Stargatt     12/01/09-
& Taylor, LLP              12/31/09       140,503       16,951

FTI Consulting, Inc.       09/01/09-
                            11/30/09       450,000       11,211

FTI Consulting, Inc.       12/01/09-
                            12/31/09       150,000        3,376

Paul, Hastings, Janofsky   09/01/09-
& Walker LLP               09/30/09       257,234        3,416

Landis Rath & Cobb LLP     12/01/09-
                            12/31/09        13,132           72

Young Conaway serves as the Committee's co-counsel.  FTI
Consulting acts as the Committee's financial advisor.  Young
Conaway is the Committee's co-counsel.  Paul Hastings serves as
the Committee's counsel.  Landis Rath serves as conflicts counsel
to the Committee.

In a separate filing, the Committee notifies the Court that no
objections were filed as to Landis Rath & Cobb LLP's monthly
application for the period from December 1 through December 31,
2009.  Accordingly, the Debtors are now authorized to pay the
firm 80% of fees or $10,505 and 100% of the requested
reimbursement or $72.

                      Fee Auditor's Report

Warren H. Smith & Associates, P.C., in its capacity as fee
auditor in the Debtors' bankruptcy cases, submitted with the
Court a final report regarding the second interim fee application
of Latham & Watkins LLP, and the other interim fee applications
of the Debtors' professionals:

                                    Recommended     Recommended
Professional             Period           Fees         Expenses
------------            ---------    -----------    -----------
Latham & Watkins LLP      06/01/09-
                           08/31/09  $2,862,069       $59,383

Gordian Group, LLC        06/01/09-
                           08/31/09     225,000        24,120

Ernst & Young LLP         06/01/09-
                           08/31/09     465,960           694

K&L Gates LLP             06/01/09-
                           08/31/09     583,380       202,774

Duane Morris, LLP         06/01/09-
                           08/31/09     261,839         5,361

FTI Consulting, Inc.      06/01/09-
                           08/31/09     450,000        12,997

Timothy Gray              03/02/09-
                           10/31/09      75,553             0

KPMG LLP                  06/01/09-
                           08/31/09     232,193         6,434

Committee Members         03/01/09-
                           06/30/09           -           698

Sitrick & Co., Inc.       06/01/09-
                           08/31/09       1,903             0

Wilson Sonsini Goodrich   06/01/09-
& Rosati, P.C.            08/31/09      45,754             0

Young Conaway Stargatt &  06/01/09-
Taylor, LLP               08/31/09      20,612         5,831

Baker & McKenzie LLP      06/01/09-
                           08/31/09     333,088         2,707

Paul, Hastings, Janofsky  03/12/09
& Walker LLP              06/30/09   1,313,065        49,499

Morrison & Foerster LLP   06/01/09-
                           08/31/09     797,479        50,467

Morgan Stanley & Co.,     03/01/09
Inc.                      08/31/09     700,000       130,618

Baker & McKenzie's recommended fees reflect a reduction by
$26,288.  Ernst & Young's recommended fees represent a reduction
by $7,140 and its recommended expenses has been reduced by $.25.
Gordian Group's recommended expenses reflect a reduction by
$1,311.  K&L Gates' recommended fees reflect a reduction by
$58,710 and its recommended expense reimbursement reflects a
reduction by $6,344.  Paul Hasting's recommended fees represent a
reduction by $3,216.  Paul Hasting's recommended expenses reflect
a reduction by $150.  Morrison & Foerster's recommended fees
reflect a reduction by $675.  Morgan Stanley's recommended
expense reimbursement reflect a reduction by $33,917.

                        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: Noteholders Want to Depose Silver Lake
----------------------------------------------------
The Ad Hoc Committee of Convertible Noteholders informed the
Court that it was scheduled to take the deposition of Silver Lake
Sumeru L.P., last February 4, 2010, at the offices of Simpson
Thacher located at 2550 Hanover Street, Palo Alto.  The
deposition was to be taken before a disinterested, duly qualified
Notary Public or some other officer authorized by law to
administer oaths.  The deposition was to be recorded by
stenographic or video means.  Under Rule 30(b)(6) of the Federal
Rules of Civil Procedure, the Deponent was required to designate
one or more representatives to testify regarding:

  (1) All communications and negotiations with Debtors, their
      counsel, consultants or financial advisors regarding the
      Backstop Rights Purchase Agreement and Backstop
      Commitment;

  (2) All analysis performed by Silver Lake concerning the
      Backstop Agreement;

  (3) All analysis performed by Silver Lake concerning the value
      of the shares that Deponent may receive under the Backstop
      Agreement;

  (4) Deponent's ownership interest in any debt or equity
      instruments of Debtors; and

  (5) The historical relationship between Silver Lake or any of
      the principals of the Deponent and any members of Debtors'
      management.

Moreover, the Deponent was directed to produce copies of these
documents:

  * Copies of all documents related to any communications
    between Silver Lake, or any of its representatives, and
    Debtors related to the Backstop Commitment.

  * All documents related to any analysis performed by Silver
    Lake or any of its representatives concerning the Backstop
    Agreement.

  * All documents related to any analysis performed by Silver
    Lake or any of its representatives concerning the value of
    the shares that Deponent may receive under the Backstop
    Agreement.

  * Documents sufficient to identify any ownership interest by
    Silver Lake in any debt or equity instruments of Debtors
    from January 1, 2009, to the present.

                        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: Inks Merger Agreement With Russell Hobbs
---------------------------------------------------------
Spectrum Brands, Inc., disclosed in a regulatory filing Friday,
that on February 9, 2010, the Company entered into an Agreement
and Plan of Merger with Russell Hobbs, Inc., a Delaware
corporation, SB/RH Holdings, Inc., a Delaware corporation, Battery
Merger Corp., a Delaware corporation and a direct wholly-owned
subsidiary of SB/RH, and Grill Merger Corp., a Delaware
corporation and a direct wholly-owned subsidiary of SB/RH.  Under
the Merger Agreement, (i) Battery Merger Corp. will merge with and
into Spectrum Brands, with Spectrum Brands as the surviving
corporation, and (ii) Grill Merger Corp. will merge with and into
Russell Hobbs, with Russell Hobbs as the surviving corporation.
SB/RH is a newly formed holding company.

Harbinger Capital Partners Master Fund I, Ltd. and two of its
affiliates currently own 100% of the outstanding common and
preferred stock of Russell Hobbs and approximately 40% of the
common stock of Spectrum Brands.  The Board of Directors of
Spectrum Brands approved the Merger Agreement and the mergers
based on the recommendation of a special committee of independent
directors.

Upon the closing of the mergers, stockholders of Spectrum Brands
will receive one share of the common stock of SB/RH for each share
they hold in Spectrum Brands.  The Russel Hobbs stock converts to
SB/RH common stock in accordance with the terms of the Merger
Agreement and is based on a $675 million enterprise value of
Russell Hobbs, subject to various adjustments set forth in the
Merger Agreement, and a $31.50 per share valuation of Spectrum
common stock.  Furthermore, as part of the transaction, the
Harbinger parties have agreed to convert their existing
approximately $158 million aggregate principal amount of Russell
Hobbs' term debt into SB/RH common stock at a price of $31.50 per
share, which is included in the $675 million enterprise value of
Russell Hobbs.  As a result of the mergers, the stockholders of
Spectrum Brands (other than the Harbinger parties) are expected to
own approximately 36.3% of SB/RH, and the Harbinger Parties are
expected to own approximately 63.7% of SB/RH (assuming that shares
of Special RH Preferred Stock (defined below) are not issued to
the Harbinger Parties by Russell Hobbs).

In addition, under certain circumstances set forth in the
Harbinger Support Agreement described below, Spectrum Brands can
require the Harbinger Parties to invest up to an additional
$100 million prior to the closing in Russell Hobbs through the
purchase of a newly issued series of Russell Hobbs Preferred Stock
(the "Special RH Preferred Stock").  If the Harbinger parties
invest in the Special RH Preferred Stock, holders of Spectrum
common stock at the record date for determining stockholders
entitled to vote on the Merger Agreement, will also be entitled to
purchase SB/RH common stock at $27.00 per share.  Each share of
Special RH Preferred Stock would convert into shares of SB/RH
common stock at an exchange ratio equal to the price per share
paid for the Special RH Preferred Stock divided by $27.00.

Commitments for approximately $1.8 billion in financing have been
obtained to refinance Spectrum Brands' existing senior debt and a
portion of Russell Hobbs' existing senior debt through a
combination of new term loans, new senior notes and a new
$300 million ABL revolving facility.

Consummation of the mergers, which is currently anticipated to
occur by the end of the third or fourth quarter of Spectrum
Brands' fiscal year 2010, is subject to certain conditions,
including, among others, closing of the new financing, adoption of
the Merger Agreement by holders of a majority of the Spectrum
common stock not owned by the Harbinger parties, required
regulatory approvals, and other customary closing conditions.  It
is anticipated that the SB/RH common stock and the Spectrum common
stock will be listed on the NYSE or other national securities
exchange, and in the case of the Spectrum common stock, such
listing is to occur prior to the record date for Spectrum Brands'
stockholders to vote on the Spectrum merger.  If the Spectrum
common stock is not so listed prior to such record date, then the
parties have agreed to restructure the manner of combining
Spectrum Brands and Russell Hobbs so that Spectrum Brands acquires
Russell Hobbs by means of a merger of a subsidiary of Spectrum
Brands into Russell Hobbs.

Immediately following the mergers, the Board of Directors of SB/RH
will be divided into three classes and will be comprised of ten
individuals.  Initially, six directors will be designated by
Russell Hobbs, three will be designated by Spectrum Brands, and
one will be the Chief Executive Officer of SB/RH.  In connection
with the mergers, SB/RH's Certificate of Incorporation and By-laws
will be amended, and the Harbinger parties and SB/RH entered into
a Stockholder Agreement which will be effective as of the
effective time of the mergers, to provide for certain protective
provisions in favor of minority stockholders, including selection
of three independent directors by a special nominating committee,
preemptive rights for certain eligible stockholders, limitations
on transactions with affiliates of significant stockholders,
limitations on going private transactions, and tag along rights.

The Merger Agreement contains (i) customary representations and
warranties of the parties, including, among others: corporate
organization, capitalization, corporate authority and absence of
conflicts, third party and governmental consents and approvals,
reports and regulatory matters, financial statements, compliance
with law and legal proceedings, absence of certain changes, taxes,
employee matters, intellectual property, real property,
outstanding litigation, insurance and certain material and
interested party contracts, (ii) covenants of the parties to
conduct their respective businesses in the ordinary course until
the Mergers are completed and (iii) covenants not to take certain
actions during this interim period.

The Merger Agreement contains a 45-day "go-shop" provision
pursuant to which Spectrum Brands has the right to solicit and
engage in discussions and negotiations with respect to Alternative
Proposals through March 25, 2010.   After that date, Spectrum
Brands may continue discussions with any Excluded Party, generally
defined in the Merger Agreement as a party from whom Spectrum
Brands has received an Alternative Proposal during the go-shop
period that the Spectrum Board (consistent with the recommendation
of the Special Committee) determines constitutes, or would
reasonably be expected to result in, a Superior Proposal.

Except with respect to Excluded Parties, after March 25, 2010,
Spectrum Brands is subject to a "no-shop" restriction on its
ability to solicit third-party proposals or provide information or
engage in discussions with third parties.  However, if after such
date Spectrum Brands receives an Alternative Proposal from a third
party that the Spectrum Brands' Board of Directors (acting
through, or consistent with the recommendation of the Special
Committee) determines constitutes, or would reasonably be expected
to result in, a Superior Proposal, Spectrum Brands may engage in
discussions and negotiations with such third party so long as
certain notice and other procedural requirements are satisfied.

Spectrum Brands' Board of Directors (consistent with the
recommendation of the Special Committee) may withdraw or change
its recommendation to the Spectrum Brands stockholders with
respect to the Spectrum Merger or any Superior Proposal if the
Board determines that to do otherwise would be inconsistent with
its fiduciary duties due to an Intervening Event or Superior
Proposal.  In addition, subject to certain procedural requirements
(including the ability of Russell Hobbs to revise its offer) and
payment of the termination fee and expense reimbursement discussed
below, Spectrum Brands may terminate the Merger Agreement and
enter into an agreement with a third party who makes a Superior
Proposal.

In connection with the termination of the Merger Agreement under
specified circumstances generally related to a change in the
recommendation by Spectrum Brands' Board of Directors or a
termination in connection with a Superior Proposal, Spectrum
Brands may be required to pay Russell Hobbs a termination fee of
$1 million (or $10 million in specified circumstances) and
reimburse Russell Hobbs for certain expenses related to the Merger
Agreement up to an aggregate amount of $10 million (or in some
cases expense reimbursement will not be capped).  In connection
with the termination of the Merger Agreement due to the failure to
obtain the debt financing, Russell Hobbs may be required to pay
Spectrum Brands a reverse termination fee of $1 million and
reimburse Spectrum Brands for certain expenses related to the
Merger Agreement up to an aggregate amount of $10 million.

The Merger Agreement requires Spectrum Brands to commence a
consent solicitation to seek the consent of the holders of
Spectrum Brands' outstanding 12% Senior Subordinated Toggle Notes
due 2019 (the "PIK Notes") to modify certain provisions of its
Indenture dated as of August 28, 2009, governing the PIK Notes.
This consent is not required to consummate the mergers.  If
Spectrum Brands fails to obtain the requisite consents necessary
to amend the indenture, the Harbinger parties have agreed to
invest up to $100 million in Russell Hobbs through the purchase of
RH Special Preferred Stock, as discussed above.

Harbinger Master Fund has agreed to guarantee, up to a maximum of
$50 million, the obligations of Russell Hobbs to pay (i) a reverse
termination fee to Spectrum Brands under the Merger Agreement and
(ii) monetary damages awarded to Spectrum Brands in connection
with any willful and material breach by Russell Hobbs of the
Merger Agreement.  Harbinger Master Fund has also agreed to
indemnify Russell Hobbs, SB/RH and their subsidiaries for out-of-
pocket costs and expenses above $3 million in the aggregate that
become payable after the closing of the Mergers and that relate to
certain litigation.

Prior to any termination of the Merger Agreement, the only remedy
that either party may pursue is specific performance.  Following
termination, the parties' sole remedy will be the termination fees
(if payable), except in the case of a willful and material breach,
in which case the aggregate amount of damages of either party may
not exceed $50 million.  Money damages payable by the Harbinger
Parties and their affiliates under the Merger Agreement and the
other transaction documents following a termination of the Merger
Agreement are limited to $50 million in the aggregate.

SB/RH has granted certain registration rights with respect to its
common stock to the Harbinger parties and the Avenue Parties (as
defined below).

The Harbinger parties have various relationships with Spectrum
Brands, including among others, ownership of Spectrum Brands
common stock and PIK Notes, registration rights agreements, and
seats on the Spectrum Brands Board of Directors.

                   Harbinger Support Agreement

On February 9, 2010, Spectrum Brands entered into a support
agreement with the Harbinger parties.  Under the support
agreement, the Harbinger parties agree to vote their shares of
Spectrum common stock in favor of the mergers and against any
Alternative Proposal that would impede the mergers, and agree to
waive any rights of appraisal with respect to the mergers.  In the
event that the Merger Agreement is terminated by Spectrum Brands
in connection with a Superior Proposal involving all or
substantially all of Spectrum Brands' assets or stock before its
stockholders approve the Merger Agreement, the Harbinger parties
agree to vote sufficient Spectrum common stock to cause the
Superior Proposal to be approved if the Superior Proposal values
the Spectrum Common Stock at no less than $34.65 per share and at
least two-thirds of the Spectrum common stock not held by the
Harbinger parties or their affiliates is voted in favor of such
Superior Proposal.  In addition, the Harbinger parties agree,
among other things, not to require Spectrum Brands to acquire
their PIK Notes in connection with the change of control (as
defined in the PIK Notes indenture) of Spectrum Brands as a result
of the Mergers and to consent to certain amendments to the PIK
Notes indenture in connection with the Spectrum consent
solicitation.

                     Avenue Support Agreement

On February 9, 2010, Spectrum Brands entered into a support
agreement with Avenue International Master, L.P. and certain of
its affiliates that own Spectrum common stock (the "Avenue
Parties").  Under the support agreement, the Avenue Parties agree
to vote their shares of Spectrum common stock in favor of the
mergers and against any Alternative Proposal that would impede the
mergers, and agree to waive any rights of appraisal with respect
to the mergers.  The obligation of the Avenue Parties to so
support the mergers will terminate on the first to occur of (i)
the closing of the mergers, (ii) the date on which the Merger
Agreement is terminated, (iii) 15 business days following the date
on which the Spectrum Brands' Board of Directors changes its
recommendation of the mergers or the Special Committee recommends
to the Spectrum Brands' Board that it change such recommendation,
and (iv) August 12, 2010.  In addition, the Avenue Parties agree,
among other things, not to require Spectrum Brands to acquire
their PIK Notes in connection with the change of control of
Spectrum Brands as a result of the mergers and to consent to
certain amendments to the PIK Notes indenture in connection with
the Spectrum consent solicitation.

             Amendment to Lumley Employment Agreement

On February 8, 2010, Spectrum Brands entered into an amendment to
the employment agreement of David R. Lumley, its co-chief
operating officer and president of its Global Batteries and
Personal Care segment, which amendment is described in more detail
in Spectrum Brands' quarterly Report on Form 10-Q filed with the
SEC on February 10, 2010.

A full-text copy of the Agreement and Plan of Merger dated
February 9, 2010, is available at no charge at:

                    http://researcharchives.com/t/s?525c

A full-text copy of the Harbinger Support Agreement is available
at no charge at http://researcharchives.com/t/s?525e

A full-text copy of the Avenue Support Agreement is available at
no charge at http://researcharchives.com/t/s?525d

A full-text copy of the Form of Restate Certificate of
Incorporation of SB/RH Holdings, Inc. is available at no charge
at http://researcharchives.com/t/s?525f

A full-text copy of the Form of Amended and Restated Bylaws of
SB/RH Holdings, Inc. is available at no charge at:

                  http://researcharchives.com/t/s?5260

A full-text copy of the Stockholder Agreement, dated as of
February 9, 2010, is available at no charge at:

             http://researcharchives.com/t/s?5261

                       About Russell Hobbs

Russell Hobbs, Inc., located in Miramar, Florida, markets and
distributes a wide range of branded small housing appliances, pet
and pest products, water products and personal care products.
Russell Hobb's brand portfolio includes Black & Decker(R), George
Foreman(R), Russell Hobbs(R), LitterMaid(R), Farberware(R),
Juiceman(R), Breadman(R) and Toastmaster(R).

                      About Spectrum Brands

Headquartered in Atlanta, Georgia, Spectrum Brands, Inc. (OTC:
SPEB) -- http://www.spectrumbrands.com./-- is a global consumer
products company and a leading supplier of batteries, shaving and
grooming products, personal care products, specialty pet supplies,
lawn & garden and home pest control products, personal insect
repellents and portable lighting.  Its brand portfolio includes
Rayovac(R), Remington(R), Varta(R), Tetra(R), Marineland(),
Nature's Miracle(R), Dingo(R), 8-in-1(R), Spectracide(R),
Cutter(R), Repel(R), and HotShot(R).


                          *     *     *

As reported in the TCR on February 12, 2010, 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.

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.


SPHERIS INC: Organizational Meeting to Form Panel on February 17
----------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on February 17, 2010 at
10:00 a.m. in the bankruptcy case of Spheris Inc.  The meeting
will be held at J. Caleb Boggs Federal Building, 844 King Street,
Room 5209, Wilmington, DE 19801.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                           About Spheris

Based in Franklin, Tennessee, Spheris Inc. --
http://www.spheris.com/-- is a global provider of clinical
documentation technology and services.

Spheris Inc., along with five affiliates, filed for Chapter 11 on
Feb. 3, 2010 (Bankr. D. Del. Case No. 10-10352).  Matthew Barry
Lunn, Esq., and Ryan M. Bartley, Esq., at Young Conaway Stargatt &
Taylor, LLP, represent the Debtors in their Chapter 11 effort.
The petition says that assets range from $50,000,001 to
$100,000,000 while debts range from $100,000,001 to $500,000,000.


STATION CASINOS: GV Ranch Also Now in Chapter 11
------------------------------------------------
Arnold M. Knightly at Casino City Times reports that GV Ranch
Station Inc., a subsidiary of Station Casinos, filed for Chapter
11 bankruptcy in the U.S. Bankruptcy Court in Reno, listing asset
of between $100 million and $500 million, and debts of between of
$10 million and $50 million.

Station Casinos said the filing is part of its planned
reorganization.  GV Ranch will remain open during the
reorganization, Mr. Knightly says.

GV Ranch Station is a subsidiary of Station Casinos.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


TAYLOR BEAN: Creditors Seek Authority to Sue Farkas, Insiders
-------------------------------------------------------------
Creditors of Taylor Bean & Whitaker Mortgage Corp. are asking a
bankruptcy judge for authority to sue company insiders, including
former leader Lee Farkas, according to ABI.

Taylor, Bean & Whitaker Mortgage Corp. is a 27-year-old company
that grew from a small Ocala-based mortgage broker to become one
of the largest mortgage bankers in the United States.  In 2009,
Taylor Bean was the country's third largest direct-endorsement
lender of FHA-insured loans of the largest wholesale mortgage
lenders and issuer of mortgage backed securities.  It also managed
a combined mortgage servicing portfolio of approximately
$80 billion.  The company employed more that 2,000 people in
offices located throughout the United States.

Taylor Bean filed for Chapter 11 on August 24 (Bankr. M.D. Fla.
Case No. 09-07047).

Taylor Bean has more than $1 billion of both assets and
liabilities, and between 1,000 and 5,000 creditors, according to
the bankruptcy petition.


TLC VISION: Lender Fights Charlesbank Deal
------------------------------------------
One of TLC Vision Corp.'s prepetition lenders has launched a
challenge to the eye care company's asset purchase agreement with
Charlesbank Capital Partners LLC, arguing that the debtors should
ditch the deal in favor of a "superior" offer by a unit of private
investment firm H.I.G. Capital, Law360 reports.

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.


TOLEDO EDISON: Fitch Corrects Feb. 11 Press Release, Keeps BB+ IDR
------------------------------------------------------------------
Fitch Ratings has corrected a February 11, 2010 press release.  It
corrects the ratings for the Toledo Edison Co.

Fitch Ratings has affirmed the ratings of FirstEnergy Corp.
(Issuer Default Rating at 'BBB') and its subsidiaries, and
Allegheny Energy, Inc. (IDR at 'BBB-') and subsidiaries following
the announcement that the Board of Directors of the companies have
reached a definitive agreement to merge in a stock-for-stock
transaction.  At the same time, the Rating Outlook on the AYE
parent is revised to Positive from Stable.  Fitch currently
expects to equalize the ratings of FE and AYE should the two
companies consummate their merger at FE's rating level.  FE would
represent approximately three quarters of consolidated assets and
pro forma cash flows of the combined company.  A full list of
ratings is listed at the end of this release.

The ratings for FE and AYE are currently:

FE

  -- IDR at 'BBB';
  -- Senior unsecured debt at 'BBB';
  -- Short-term IDR and short-term debt at 'F2'.

AYE

  -- IDR at 'BBB-';
  -- Senior unsecured bank credit facility at 'BBB-'.

Under the terms of the agreement, AYE shareholders would receive
0.667 shares of FE common stock in exchange for each share of AYE,
valued as of February 10, 2010, close at $27.65 per share or
$4.7 billion in aggregate.  FE would also assume approximately
$3.8 billion of AYE net debt (excluding tariff securitization debt
of $0.5 billion).  The transaction is subject to several state and
federal approvals, as well as FE and AYE shareholder support.
Assuming all necessary approvals are obtained in a timely manner,
the transaction would be completed within the next 12-14 months.

The combined company, which would operate under the FirstEnergy
name, would increase in scale, with 10 regulated electric
distribution companies in seven states (Ohio, Pennsylvania,
Maryland, New York, New Jersey, Virginia and West Virginia) and
approximately 24,000 MW of generating capacity.

Fitch recognizes the strategic benefits of the transaction which
would combine geographically contiguous and complementary
regulated utilities and competitive businesses.  FE's transition
into the PJM Regional Transmission Organization (RTO) should
enhance expected synergies in the combined companies' competitive
generation businesses, although it is difficult to quantify the
potential benefits.  Fitch recognizes that there could be
impediments to closing the transaction if regulators do not
approve the transaction or ask for concessions that render the
merger uneconomic.  The competitive generation businesses face an
uncertain economic environment; both FE and AYE have recently
experienced pricing pressures and volume declines in their
wholesale supply businesses; and the longer term outlook for the
predominantly coal-fired generation mix will be impacted by future
climate regulation or legislation.

The ratings of FE and AYE subsidiaries have also been affirmed.
The Rating Outlook for all the operating subsidiaries is Stable.

FirstEnergy Solutions Corp.

  -- IDR at 'BBB';
  -- Senior unsecured debt at 'BBB';
  -- Short-term IDR and short-term debt at 'F2'.

Ohio Edison Co.

  -- IDR at 'BBB-';
  -- Senior secured debt at 'BBB+';
  -- Senior unsecured debt at 'BBB';
  -- Short-term IDR and short-term debt at 'F2'.

Pennsylvania Power Co.

  -- IDR at 'BBB-';
  -- Senior secured debt at 'BBB+';
  -- Senior pollution control revenue bonds at 'BBB'.

The Toledo Edison Co.

  -- IDR at 'BB+';
  -- Senior secured debt at 'BBB-';
  -- Senior pollution control revenue bonds at 'BBB'.

The Cleveland Electric Illuminating Co.

  -- IDR at 'BB+';
  -- Senior secured debt at 'BBB';
  -- Senior unsecured debt at 'BBB-'.

Jersey Central Power & Light Co.

  -- IDR at 'BBB';
  -- Senior secured debt at 'A-';
  -- Senior unsecured debt at 'BBB+';
  -- Short-term IDR and commercial paper at 'F2'.

Metropolitan Edison Co.

  -- IDR at 'BBB-';
  -- Senior secured debt at 'BBB+';
  -- Senior unsecured debt at 'BBB';
  -- Short-term IDR and commercial paper at 'F3'.

Pennsylvania Electric Co.

  -- IDR at 'BBB-';
  -- Senior secured debt at 'BBB+';
  -- Senior unsecured debt at 'BBB';
  -- Short-term IDR and commercial paper at 'F3'.

BVPS II Funding Corp.

  -- Senior secured debt at 'BBB'.

PNPP II Funding Corp.

  -- Senior secured debt at 'BBB'.

Allegheny Energy Supply Co., LLC

  -- IDR at 'BBB-';

  -- Senior secured debt at 'BBB';

  -- Senior unsecured debt at 'BBB-';

  -- Senior unsecured term loan and bank credit facility at
     'BBB-'.

Allegheny Generating Co.

  -- IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB-'.

Monongahela Power Co. d/b/a Allegheny Power

  -- IDR at 'BBB-';
  -- Senior secured debt at 'BBB+';
  -- Senior unsecured debt at 'BBB-'.

The Potomac Edison Company d/b/a Allegheny Power

  -- IDR at 'BBB-';
  -- Senior secured debt at 'BBB+'.

West Penn Power Co. d/b/a Allegheny Power

  -- IDR at 'BBB-';
  -- Senior secured debt at 'BBB+';
  -- Senior unsecured debt at 'BBB-'.

Penelec Capital Trust

  -- Preferred stock at 'BBB+'.

Beaver Valley II Funding Corp

  -- Senior secured at 'BBB-'.

Fitch intends to meet with the management of both FE and AYE to
discuss other provisions of the merger agreement, business plans
over the near term, and longer-term strategic plans for the
integration and operation of AYE's businesses.  Fitch expects to
comment more fully on the transaction following these meetings and
the review of more detailed information.

FE is a diversified energy company whose subsidiaries and
affiliates are involved in the generation, transmission and
distribution of electricity, as well as energy management and
other energy-related services.  Its seven electric utility
operating companies serve 4.5 million customers in Ohio,
Pennsylvania and New Jersey.

AYE is a diversified energy company whose subsidiaries and
affiliates are involved in the generation, transmission and
distribution of electricity.  Its electric utility companies serve
1.6 million customers in Pennsylvania, Maryland, West Virginia and
Virginia.


TRAVELPORT LLC: Moody's Confirms 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service confirmed Travelport LLC's B2 Corporate
Family Rating, and the ratings of all debt instruments.  The
outlook is stable.

The rating confirmation follows the company's announcement that it
has decided not to proceed with its planned IPO to raise
c.US$2 billion in proceeds, the bulk of which was to be used to
pay down debt.  The company has also terminated its bond tender
offer.

The B2 corporate family rating reflects Travelport's high leverage
as a result of the Blackstone led LBO in August 2006, the debt-
financed acquisition of Worldspan in August 2007 and the slowdown
in travel demand arising from the more recent global recession.
The rating is supported by Travelport's ability to generate cash
flow through economic cycles via effective cost controls and its
entrenched position as a leading player in the global distribution
system market.  The rating further benefits from the stability of
the company's long-term contracts with all of the major U.S.
carriers, despite pricing concessions during the last renewal, and
the lack of any significant debt maturities until 2013.

While Moody's continue to believe that the company's earnings
remain exposed to the volatile travel sector, Moody's also note
IATA's forecasts of a recovery in passenger numbers in
international air travel in 2010, albeit with yields remaining
depressed.  This should be beneficial for Travelport, whose
earnings profile is more exposed to passenger transaction volumes
than yields.

In Moody's view leverage remains high for the current rating
category.  On an LTM basis, the company's gross debt/EBITDA as of
September 2009 was at 6.4x (as adjusted by Moody's), from which
Moody's have excluded the PIK notes issued by Travelport Limited
Holdings Corp. (c.US$600 million).  Including the PIK notes,
Moody's adjusted leverage would be in the range of 7.4x.

The stable outlook reflects Moody's expectation that the travel
industry, in particular air travel, is expected to see some
resumption in growth in 2010 in terms of volumes, which is a key
driver for Travelport's earnings.  At this time Moody's believe
that credit metrics, in particular gross leverage, remains high
for the rating.  Hence Moody's stable outlook assumes that in the
course of 2010, the company will be able to reduce gross leverage
towards 6.5 times (including the PIK notes).  If there is not a
clear trajectory in this respect this could be negative for the
rating or outlook, which implies limited flexibility at the
current rating level.  Although Moody's do not expect it in the
medium term, if industry conditions were to enable the company to
sustain leverage below 5.5x, this could be positive for the rating
or outlook.

Travelport's liquidity remains satisfactory.  It benefits from
US$235 million of cash as of September 2010 and from an undrawn
RCF of US$270 million maturing in 2012.  Moody's note that
covenants headroom tightened as a result of weaker earnings in
2009, and continued accessibility will remain part of Moody's
liquidity assessment.  The company's liquidity is also supported
by its general ability to generate positive, albeit variable, free
cash flows (before dividends), as well as its 48% stake in Orbitz
(B2, negative outlook).  Finally, the company has negligible near-
term debt maturities until its credit facilities expire in 2013.

Ratings affected by the rating action include:

  -- Corporate Family Rating of B2 confirmed;

  -- Ba3 senior secured ratings; B3 senior unsecured ratings; and
     Caa1 senior subordinate ratings confirmed.

The last rating action for Travelport LLC was on 19 January 2010,
when all ratings were placed under review for possible upgrade
following the announcement of a planned IPO.

Headquartered in New York, Travelport is a leading provider of
transaction processing services to the travel industry through its
two main business networks, the global distribution system
business, which includes the Group's airline information
technology solutions business, and the Gullivers Travel Associates
business.  In the 12 months to September 2009 the company
generated revenues of c.US$2.2 billion.


TRAVELPORT LLC: S&P Affirms 'B-' Long-Term Corporate Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B-' long-
term corporate credit ratings on U.S.-based travel services
provider Travelport LLC and its indirect parent Travelport
Holdings Ltd. At the same time, all of the ratings were removed
from CreditWatch where they were placed with positive implications
on Jan. 19, 2010.

"The rating actions follow the announcement that Travelport has
terminated its debt tender offer and decided against proceeding
with an IPO and listing on the main market of the London Stock
Exchange," said Standard & Poor's credit analyst Eve Greb.  "The
ratings on Travelport Holdings and its indirect primary operating
subsidiary Travelport reflect S&P's view of Travelport's highly
leveraged financial profile, limited access to capital, and the
seasonal and cyclical nature of the travel industry."

The ratings also incorporate Travelport's major position in travel
distribution, strong cash flows typical of the travel business,
and modest debt maturities through 2011.  As of Sept. 30, 2009,
Travelport had $3.7 billion of on-balance-sheet debt.

S&P believes that Travelport will continue to benefit from its
cost-reduction program, under which it has achieved $355 million
of cost savings to date, including synergies from combining the
reservation systems Galileo and Worldspan.  However, given the
full effect of the decline in travel demand, which began in late
2008 and continued well into 2009, S&P believes Travelport's
credit measures (adjusted for the PIK debt) are likely to have
weakened by year-end 2009.  Nevertheless, S&P believes that
revenues and EBITDA will recover modestly in 2010.  S&P also
expects moderate economic growth, which should result in somewhat
improved credit metrics.

Although all of Travelport's assets are pledged to a secured
credit facility, it has minimal debt maturities ($20 million-
$25 million a year) through 2011.

"The outlook is stable because S&P expects Travelport to recover
somewhat in 2010 on the back of stronger demand," said Ms. Greb.
"However, S&P believes Travelport's credit metrics will likely
remain constrained because of Travelport Holdings' PIK debt, which
S&P consolidates into its ratios.  As a result, S&P expects
consolidated debt to EBITDA to remain at about 7x through 2010,
despite a possible earnings recovery."


TRIBUNE CO: Creditors Panel's Bid to File LBO Suit Challenged
-------------------------------------------------------------
Michael Oneal at Chicago Tribune reports Tribune Co. and a group
of Tribune's senior creditors ask U.S. Bankruptcy Judge Kevin
Carey to block an attempt by junior creditors to challenge the
legality of Sam Zell's 2007 leveraged buyout of the Company.

According to the report, senior creditors told the Court "the
bankruptcy equivalent of World War III" might break out if junior
creditors bring the complaint.  The senior creditors informed the
Court that "vigorous settlement negotiations are ongoing.  There
is not a single reason to unleash the hounds of litigation right
now, with all the irreversible attendant costs and consequences."

As reported by the Troubled Company Reporter on February 10, 2010,
the Official Committee of Unsecured Creditors in Tribune's cases
sought leave from the Court for authority, on behalf of the
Debtors' estates, to commence, prosecute and settle claims and
counterclaims arising out of or in connection with the Debtors'
2007 leveraged buyout transaction.

In 2006, Tribune Company's board of directors began to focus on a
potential recapitalization or transaction with respect to the
Debtors' businesses in response to urging from the Debtors'
largest shareholders.  Despite a failed auction process and a
declining publishing business, Tribune Company nevertheless
approved a LBO transaction in which the Debtors became obligated
on a massive amount of debt and paid billions of dollars to
shareholders to take the Company private, argued Thomas G.
Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware,
special counsel to the Committee.

To finance the LBO, the Debtors became obligated on more than $10
billion in debt under a Senior Credit Facility and a Bridge
Facility.  The LBO debt was not secured other than through stock
pledges, but was made structurally superior to Tribune Company's
preexisting debt -- consisting of almost $1.3 billion of publicly
held non-subordinated debt as well as trade and contractually
subordinated debt -- by obtaining guarantees of the LBO Debt from
many of Tribune Company's subsidiaries.

The Creditors' Committee believes there is substantial evidence
that:

  (i) the LBO Debt was fraudulently incurred and should be
      avoided;

(ii) the Claims should be equitably subordinated and
      disallowed; and

(iii) related transfers should be avoided and recovered,
      including:

      (a) fees paid relating to the LBO and the Facilities;

      (b) principal and interest repaid on the LBO Debt prior to
          the Petition Date; and

      (c) payment at closing to satisfy preexisting debt.

The Creditors' Committee alleges that JPMorgan Chase Bank, N.A.,
as Administrative Agent for the Senior Credit Facility, and
Merrill Lynch Capital Corporation, as Administrative Agent for the
Bridge Facility, are liable to the Debtors for damages relating to
breaches of fiduciary duty in connection with the LBO Debt.

Chicago Tribune reports that if the committee was able to prove
its charges, the judge could wipe out more than $8.6 billion in
claims owned by the senior creditors who financed the deal,
leaving a much bigger pie for junior creditors further down the
claims hierarchy.

"Both Tribune Co. and the senior group have obvious reasons to try
to stave off a fraudulent conveyance case. Tribune managers, who
have been trying to broker a settlement between junior and senior
creditors for more than a year, want to exit bankruptcy as soon as
possible.  And senior creditors might lose leverage in
negotiations if their junior adversaries are allowed to proceed
with an official fraudulent conveyance complaint," according to
Mr. Oneal.

The Debtors' counsel, Patrick J. Reilley, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, P.A., in Wilmington, Delaware, has
indicated in earlier court filings that the Debtors are working
towards filing their plan of reorganization prior to February 28,
2010.

Mr. Oneal also reports that a group of Tribune's most junior
bondholders has said the creditors committee wasn't pressing the
fraudulent conveyance charges forcefully enough.  The group has
asked the court to appoint a separate examiner to investigate the
LBO, and, failing that, the right to join the junior creditors'
case (if it goes forward) so it could have the opportunity to beef
it up.  According to Mr. Oneal, Wilmington Trust Co., the trustee
for the group, said evidence currently under seal shows that Mr.
Zell and Tribune's board knew the LBO was overly risky and that
the banks abetted them in breeching their fiduciary duty.  Tribune
and all of the other creditor groups have opposed Wilmington's
motion.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIBUNE CO: Beatty's Dick Tracy Suit Survives Dismissal Bid
-----------------------------------------------------------
Law360 reports that a federal judge has rejected Tribune Media
Services Inc.'s bid to dismiss Warren Beatty's lawsuit over
ownership of the movie and television rights to detective
character Dick Tracy, but refused the actor's request for
sanctions against the media company.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIBUNE CO: Creditors Oppose WTC Bid for Examiner
-------------------------------------------------
The Official Committee of Unsecured Creditors in Tribune Co.'s
cases is opposing a bid by bondholder trustee Wilmington Trust Co.
to appoint an examiner to look into a 2007 leveraged buyout that
saddled news organization Tribune Co. with more than $10 billion
in debt.

BankruptcyData reports that the Creditors Committee says that with
respect to the request for examiner, pursuant to Section 1104 (c)
of the Bankruptcy Code, the issue should be examined against the
backdrop of the Committee's work to date in investigating and now
actively pursuing these claims, including most notably the recent
filing of the Committee's Motion for Entry of an Order Granting
Leave, Standing and Authority to Commence, Prosecute and Settle
Claims and Counterclaims of the Debtors' Estates."

In a separate Court filing by the official committee of unsecured
creditors, the committee gave its support to the Debtors' motion
for an order further extending the exclusive periods within which
to file a Chapter 11 plan and solicit acceptances thereof through
and including June 8, 2010 and August 6, 2010, respectively.

                           About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIMEDYNE INC: Posts $300,000 Net Loss in Q1 Ended December 31
--------------------------------------------------------------
Trimedyne, Inc., reported a net loss of $300,000 on net revenues
of $1,654,000 for the three months ended December 31, 2009,
compared with a net loss of $445,000 on net revenues of $1,610,000
for the same period in 2008.

At December 31, 2009, the Company's consolidated balance sheets
showed total assets of $6,525,000, total liabilities of
$1,564,000, and total stockholders' equity of $4,961,000.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://researcharchives.com/t/s?52c0

                  Liquidity/Going Concern Doubt

At December 31, 2009, the Company had working capital of
$3,483,000 compared to $3,772,000 at the end of the fiscal year
ended September 30, 2009.  Cash decreased by $490,000 to
$1,131,000 from $1,621,000 at the fiscal year ended September 30,
2009.  During the three month period ended December 31, 2009, net
cash used in operating activities was $399,000.  Net cash used in
investing activities was $25,000 for the purchase of equipment.
Net cash used in financing activities during the same three month
period was $66,000, which was the result of payments on debt
incurred for the servicing of loans for equipment and certain
insurance policies.

The Company has depleted working capital and incurred losses from
operations for the past two years.  There can be no assurance that
the Company will be able to maintain or achieve sales growth to
offset these deficiencies, or that the Company will be profitable
at all.  Based on current cash flow projections, the Company
believes that existing cash flows are sufficient enough to fund
operations through September 30, 2010.  The accompanying financial
statements have been prepared assuming the Company will continue
as a going concern.  However, management is unsure if the
Company's liquidity and anticipated revenues will be sufficient to
meet its obligations as they become due for the next 12 months
from the balance sheet date.  "This raises substantial doubt about
the Company's ability to continue as a going concern."

                       About Trimedyne Inc.

Headquartered in Lake Forest, Calif., Trimedyne, Inc.  (TMED.OB)
-- http://www.trimedyne.com/--is engaged in the development,
manufacturing and marketing of 80 and 30 watt Holmium "cold"
pulsed lasers and a variety of disposable and reusable, fiber
optic laser energy delivery devices for use in a broad array of
medical applications.

The Company's lasers, fibers, needles and tips have been cleared
for sale by the U.S. Food and Drug Administration for use in
orthopedics, urology, ear, nose and throat surgery, gynecology,
gastrointestinal surgery, general surgery and other medical
specialties.


TRUDY CORP: Posts $360,000 Net Loss in September Quarter
--------------------------------------------------------
Trudy Corporation reported a net loss of $360,456 for the quarter
ended September 30, 2009, compared to a net loss of $136,620 for
the comparable prior quarter.

Net sales of $1,308,381 for the second quarter of fiscal 2010
decreased 17.0% versus the comparable quarter's sales of
$1,577,235 of the year prior.

Sales of Disney-licensed products as a percentage of total Company
sales decreased from 60.0% to 35.5% for the quarter versus the
comparable quarter a year ago.  Smithsonian-licensed product sales
increased from 25.1% of Company sales to 47.0% as a result of a
significant increase in orders for Smithsonian licensed products
from a television home shopping customer.

               Six Months Eended September 30, 2009

The Company's net loss for the six months ended September 30,
2009, was $562,342 compared to a net loss of $355,176 for the
comparable six month period in the prior year.

Net sales decreased 22.3% to $2,420,023 for the six months ended
September 30, 2009, from $3,116,519 the prior year.  The Company's
net loss for the six months ended September 30, 2009, was $562,342
compared to a net loss of $355,176 for the comparable six month
period in the prior year.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets'
showed $3,758,737 in total assets and $5,654,150 in total
liabilities, resulting in a $1,895,413 shareholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $2,668,543 in total current
assets available to pay $5,654,150 in total current liabilities.

                         Subsequent Event

On December 18, 2009, the Company entered into a definitive Asset
Purchase Agreement whereby Trudy would sell substantially all of
its assets to MMAC, LLC, which also would assume certain
liabilities of Trudy.

Under the terms of the agreement, MMAC will assume substantially
all of the secured and unsecured liabilities of Trudy with the
exception of $2.7MM of personal debt owed to the principal
shareholder and Chairman of Trudy, William W. Burnham.  In
consideration of the sale of substantially all of its assets, at
closing, Trudy will receive a note from MMAC to Trudy in the
principal amount of $225,000 and an equity interest in MMAC, not
to exceed 33%, determined in accordance with the net asset value
of Trudy at closing.  In addition, loans from an affiliate of MMAC
to Trudy, estimated to be $600,000 at closing, will be assumed by
MMAC at closing.  Substantially simultaneously with the closing,
Trudy will transfer the note and the equity interest in MMAC to
William W. Burnham in consideration of the cancellation by
Mr. Burnham of the personal debt owed by Trudy to Mr. Burnham,
with the exception of up to $50,000 of debt owed to Mr. Burnham
which will remain outstanding and which will be repaid to
Mr. Burnham one year following the closing if and to the extent
Trudy has not spent the $50,000 of cash it will retain at the
closing for general corporate purposes.

Holders of Trudy's common stock will not receive any payment or
distribution with respect to their shares pursuant to the sale of
substantially all the assets to MMAC.

Trudy's senior management intends to recommend to its Board of
Directors that, after closing, Trudy dissolve or enter into a
transaction whereby the Trudy corporate shell may be sold.  There
is no assurance that a sale of the shell can be arranged.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://researcharchives.com/t/s?52c3

                       Going Concern Doubt

The Company has suffered recurring losses from operations and has
a deficiency in net assets.  "Such factors raise substantial doubt
about the Company's ability to continue as a going concern."

                     About Trudy Corporation

Headquartered in Norwalk, Conn., Trudy Corporation (OTC: TRDY)
publishes educational story books, read along audiobooks and plush
toy manipulatives under licenses with the Smithsonian Institution,
American Veterinary Medical Association and the African Wildlife
Foundation.  It also holds "edutainment" novelty book and
audiobook licenses with Disney Publishing Worldwide, Inc, and
Sesame Workshop.

On December 18, 2009, the Company executed an Asset Purchase
Agreement whereby it would sell substantially all of its assets to
MMAC, LLC, which also would assume certain liabilities of the
Company.


VEOH NETWORKS: To Halt Operations, File for Chapter 7 Bankruptcy
----------------------------------------------------------------
Video-sharing Web site Veoh Networks Inc., said on Thursday it is
closing and would liquidate under bankruptcy protection.

"The distraction of the legal battles, and the challenges of the
broader macro-economic climate have led to our Chapter 7
bankruptcy," Dmitry Shapiro, the company's founder and chief
executive, wrote on his personal site, according to the Wall
Street Journal. "This chapter of our lives has come to an end."

A spokesperson for Veoh didn't immediately return a call seeking
comment.

In September 2009, Veoh won a legal battle with Vivendi SA's
Universal Music Group.  The Journal recalls Universal had accused
Veoh of infringing on its copyrights by distributing online videos
that featured music from its artists, but a federal judge ruled
the Digital Millennium Copyright Act protected Veoh.

According to the Journal, Mr. Shapiro at the time said the site
wasn't yet profitable but expected to be in the second quarter of
2010.  Last year, the company had informal talks with a number of
companies to explore a sale or investment, according to two people
familiar with the talks.

The Journal notes Veoh Networks Inc., based in San Diego,
California, founded in 2004, was one of many promising video-
sharing start-ups and attracted funding from investors, including
the venture-capital operations of Goldman Sachs Group Inc., Time
Warner Inc., and Intel Corp. Veoh also received funding from
Tornante Co., Michael Eisner's investment vehicle.

The site, which had tried for years to carve out a niche by
offering both user-generated content and professional shows, was
eclipsed by rivals like Google Inc.'s YouTube and Apple Inc.'s
iTunes.  Veoh said it attracted more than 28 million unique users
per month world-wide.


WASHINGTON MUTUAL: Gets Nod to Enlarge Quinn Emanuel Work
---------------------------------------------------------
The Bankruptcy Court authorized Washington Mutual Inc. and its
units to expand the services of Quinn Emanuel Urquhart Oliver &
Hedges, LLP, which serves as their special litigation and
conflicts counsel, nunc pro tunc to April 3, 2009.

Under its amended retention and employment agreement, Quinn
Emanuel will assist the Debtors in, among other things, (i)
objecting to claims asserted against the Debtors' estates by
certain ad hoc groups of holders of notes issued by the Debtors'
primary operating subsidiary, Washington Mutual Bank in
Henderson, Nevada, in coordination with Weil, Gotshal & Manges
LLP, as the Debtors' general counsel, and (ii) the Seattle U.S.
Attorney's investigation into certain Debtor attorney-client
privilege issues.

The Debtors certified to the Court that they did not receive
objections to their request.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Plan Exclusivity Extended Until March 26
-----------------------------------------------------------
Bankruptcy Judge Mary Walrath further extended the exclusive
periods within which Washington Mutual, Inc., and WMI Investment
Corp. may (i) file a plan of reorganization through March 26,
2010; and (ii) solicit acceptances for that plan through May 26,
2010.

The Debtors averred that the complexities at issue in their
Chapter 11 cases, the "unresolved contingencies," relating to the
ownership of assets, and the unique challenges arising from the
reconciliation of claims warrant an extension of their Exclusive
Periods.

The Debtors certified that they received no objections to their
request.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Settles Payments to Media Vendors
----------------------------------------------------
Prior to the Petition Date, Washington Mutual Bank and TBWA
Worldwide Inc., doing business as TBWA\Chiat\Day entered into an
Advertising Agency Agreement dated October 17, 2007.  Under the
Agency Agreement, TBWA was the agent for and on behalf of WMB,
who placed advertising directly with certain media vendors.
TBWA also engaged MediaSpace Solutions to provide newspaper
planning, buying and placement with respect to WMB advertising.

During the 90-day period prior to the Petition Date, TBWA
received payments from WMB with respect to WMB advertising
related to amounts outstanding to Media Vendors and MediaSpace.
TBWA was supposed to use the WMB Payments to satisfy the Vendors'
claims.  TBWA, however, has not made the full payments because
TBWA is not certain whether the WMB Payments might be subject to
a preferential transfer action or any other action under Chapter
5 of the Bankruptcy Code.

Consequently, notwithstanding the fact that WaMu is not liable to
the Media Vendors for outstanding amounts, certain Media Vendors,
have filed proofs of claim against WaMu.  They are:

  Vendor                                              Claim No.
  ------                                              ---------
  Cox Radio Houston                                       80
  Cox Radio Inc.                                         262
  The Tampa Tribune                                      508
  Antelope Valley Press                                  698
  BRV Inc., dba Ventura County Star                      701
  Denver Newspaper LLP                                   894
  California Newspapers                                  965
  Cape Publications Inc. dba Florida Today              1026
  Southcoast Newspapers Inc. dba North County Times     1132
  KFOG Radio San Francisco                              1259
  LaFromboise Newspapers hlC dba The Chronicle          1563
  The Dallas Morning News                               2622

To resolve the Identified Claiming Vendors' claims, WaMu assured
TBWA comfort that WaMu will not seek avoidance of the WMB
Payments and therefore, TBWA should release the Funds to the
Vendors.

Accordingly, the parties entered into a settlement agreement,
which essentially provides that WaMu (i) acknowledges that the
WMB Payments do not represent transfers of the Debtors' property;
and (ii) agrees not to pursue any action against TBWA seeking
disgorgement of the funds, in exchange for TBWA's agreement to
pay to the Vendors all outstanding amounts and, assist WaMu with
obtaining claim withdrawals from the Identified Claiming Vendors.

Since the WMB Payments do not constitute transfers of WaMu's
property or transfers of interests in those property, the
Payments are not recoverable assets of the estate.  In this
regard, the release provided by WaMu in the Settlement Agreement
and TBWA's payment of outstanding amounts owed to the Media
Vendors and MediaSpace from the funds constituting the WMB
Payments, will not adversely impact the pool of assets available
for distribution to WaMu creditors.

Approval of the Settlement Agreement will inure to the benefit of
WaMu's estate.  By requiring TBWA to obtain claim releases from
the Identified Claiming Vendors, the Debtors will avoid the
needless expense of filing objections to any of the Identified
Claiming Vendors' claims against WaMu, thereby reducing
unnecessary drains on their estates.

The parties ask Judge Walrath to approve their Settlement
Agreement.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASTE2ENERGY HOLDINGS: Dec 31 Balance Sheet Upside-Down by $5.3MM
-----------------------------------------------------------------
Waste2Energy Holdings Inc.'s consolidated balance sheets at
December 31, 2009, showed $1,936,540 in total assets and
$7,219,664 in total liabilities, resulting in a $5,283,124
shareholders' deficit.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $1,508,142 in total current
assets available to pay $7,219,664 in total current liabilities.

The Company reported contract revenues of $67,872 and a net loss
of $2,423,555 for the three months ended December 31, 2009,
compared to contract revenues of $976,131 and a net loss of
$1,503,444 for the same period of 2008.  The decrease in contract
revenue was due to the progress toward completion of the Dargavel
contract, which is being accounted for using percentage of
completion accounting.

For the nine months ended December 31, 2009, the Company had
contract revenues of $1,247,089 and a net loss of $7,366,587,
compared to revenues of $2,678,556 and a net loss of $4,010,848
for the same period ended December 31, 2008.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://researcharchives.com/t/s?52bd

                       Going Concern Doubt

The Company incurred a net loss from continuing operations of
$7,375,178 and used $3,966,343 of cash in continuing operations
for the nine months ended December 31, 2009.  At December 31,
2009, the Company had a working capital deficit of $5,711,522 and
a $26,098,936 accumulated deficit.  "These conditions raise
substantial doubt about the Company's ability to continue as a
going concern."

                   About Waste2Energy Holdings

Greenville, S.C.-based Waste2Energy Holdings Inc. (OTC BB: WTEZE)
-- http://www.waste2energy.com/-- through its subsidiary,
Waste2Energy, Inc., designs, builds and installs waste-to-energy
plants that are scalable, modular, environment friendly and robust
enough to operate in remote environments.  The Company was
formerly known as Maven Media Holdings, Inc. and changed its name
to Waste2Energy Holdings, Inc., on July 22, 2009.


YRC WORLDWIDE: Inks Deal to Purchase $70 Mil. New Unsec. Notes
--------------------------------------------------------------
YRC Worldwide Inc. has entered into definitive agreements with
investors who have agreed to purchase $70 million in new unsecured
convertible notes in a private placement.  The company will use
the proceeds from the issuance of these new notes to satisfy its
remaining 2010 note obligations, with any excess proceeds
available to be used for general corporate purposes.  The new
notes have a term of four years with an interest rate of 6%, which
is initially payable in shares of the company's common stock.

The company expects the transaction to be fully funded into an
escrow at closing to satisfy each of the company's two maturity
obligations in 2010.  The closing of the sale of the new notes is
subject to a number of conditions, including the conversion of the
company's preferred stock into common stock.  The company expects
that the closing would occur shortly after shareholder approval to
increase the company's authorized shares to permit the preferred
stock conversion.

The company is seeking this approval at the upcoming special
shareholder meeting on February 17, 2010. Upon approval, the
company would issue the new notes in two tranches. The first
tranche, $49.8 million, will be issued and funded out of the
escrow at closing.  The proceeds of the first tranche will fully
satisfy the remaining maturity of the 8-1/2% Guaranteed Notes due
April 15, 2010.  The timing of the issuance and funding of the
second $20.2 million tranche is conditioned upon the conclusion
of the litigation involving the disputed put rights for the
outstanding 5% and 3.375% contingent convertible notes that were
not tendered in the recently completed debt-for-equity exchange.

The company intends to continue to vigorously pursue removal of
the put rights, and, if the company is successful, the remaining
$20.2 million will become available to the company from the escrow
for working capital purposes; otherwise, the escrow will fund the
proceeds to satisfy the 5% contingent convertible notes that
exercise a put right on August 8, 2010.

"We are pleased to announce this important step in our
comprehensive plan to satisfy our remaining 2010 note
obligations," stated Bill Zollars, Chairman and CEO of YRC
Worldwide.  "Upon the closing of this funding, our management team
will be able to focus on operational improvements without the
financial overhang related to these debt maturities that have
concerned our customers in recent months.  Both the company and
our customers will be able to put this distraction behind us with
the completion of this financing."

The new notes will be convertible into shares of common stock at
an initial conversion price of $0.43, reflecting a premium to the
common stock price implied by the volume weighted average price of
the company's Class A Preferred Stock over the last ten days and
since its inception.  Under certain conditions, the company may,
at its election, force early conversion of the notes into common
stock. Furthermore, upon any conversion of the notes, the company
will make an additional payment amount in shares of the company's
common stock equal to the value of the remaining interest payments
calculated through maturity.  The maximum number of shares of
common stock that can be issued upon conversion, for restricted
interest, for make whole premiums or otherwise is limited to no
more than 19.9% of the company's common stock as of the date the
company first issues the notes.  To the extent any shares of
common stock are restricted from being issued to holders in
respect of this limitation, they will not receive any cash or
other consideration in lieu of shares.

A full-text copy of the company's agreement is available for free
at http://ResearchArchives.com/t/s?5288

                        About YRC Worldwide

YRC Worldwide Inc., a Fortune 500 company headquartered in
Overland Park, Kan., -- http://yrcw.com/-- is one of the largest
transportation service providers in the world and the holding
company for a portfolio of successful brands including YRC, YRC
Reimer, YRC Glen Moore, YRC Logistics, New Penn, Holland and
Reddaway.  YRC Worldwide has the largest, most comprehensive
network in North America with local, regional, national and
international capabilities.  Through its team of experienced
service professionals, YRC Worldwide offers industry-leading
expertise in heavyweight shipments and flexible supply chain
solutions, ensuring customers can ship industrial, commercial and
retail goods with confidence.

At September 30, 2009, the Company had $3.281 billion in total
assets against total current liabilities of $1.687 billion, long-
term debt, less current portion of $892.0 million, deferred
income taxes, net of $131.4 million, pension and post retirement
of $384.9 million, and claims and other liabilities of
$410.2 million, resulting in shareholders' deficit of
$225.5 million.


ZAYAT STABLES: Taps Cole Schotz as Bankruptcy Counsel
-----------------------------------------------------
Zayat Stables, LLC, has asked for permission from the U.S.
Bankruptcy Court for the District of New Jersey to employ Cole,
Schotz, Meisel, Forman & Leonard, P.A., as bankruptcy counsel,
nunc pro tunc to the Petition Date.

Cole Schotz will, among other things:

     (a) prepare administrative and procedural applications and
         motions as may be required for the sound conduct of the
         case;

     (b) review and object to claims;

     (c) advise the Debtor concerning, and assisting in the
         negotiation and documentation of, the use of the pre-
         petition lenders' cash collateral; and

     (d) review the nature and validity of agreements relating to
         the Debtor's business and property and advise the Debtor
         in connection therewith, and review the nature and
         validity of liens asserted against the Debtor and advise
         as to the enforceability of the liens.

Michael D. Sirota, a shareholder of Cole Schotz, says that the
firm will be paid based on the hourly rates of its personnel:

         Members                 $355-$725
         Special Counsel         $335-$415
         Associates              $195-$415
         Paralegals              $140-$230

Mr. Sirota assures the Court that Cole Schotz is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Hackensack, New Jersey-based Zayat Stables, LLC, owns of 203
thoroughbred horses.  The Company filed for Chapter 11 bankruptcy
protection on February 3, 2010 (Bankr. D. N.J. Case No. 10-13130).
The Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


* SJB Raises $1.1 Billion to Acquire Seized US Lender
-----------------------------------------------------
Bloomberg News' Jonathan Keehner in New York reports that
billionaire investor Stephen Ross and two partners raised about
$1.1 billion from investors to help their SJB National Bank
acquire a seized U.S. lender.

A person with knowledge of the matter told Bloomberg that Mr. Ross
and his partners in real estate firm Related Cos., Jeff Blau and
Bruce Beal Jr., got the funds in a private placement managed by
Deutsche Bank AG.  That source said the talks are private.

Bloomberg's source said the investors include David Einhorn's
Greenlight Capital Inc.; and New York hedge-fund firm Elliott
Management Corp.

"Investment funds are looking for a quick way to enter the market
for failed-banks," said Chip MacDonald, a partner with Jones Day
in Atlanta who specializes in deals among lenders, according to
Bloomberg.  "SJB did a great job of demonstrating their management
team and that's shown in the money they raised."

Bloomberg relates SJB was established by the Related executives in
2009 as a bank without operations.  In October, SJB won approval
from the Federal Deposit Insurance Corp. to bid on failing
institutions.

Bloomberg also notes buyout firms including Blackstone Group LP,
WL Ross & Co. and J.C. Flowers & Co. have participated in deals to
acquire failed banks following the financial crisis.

Related owns real estate assets valued at more than $12 billion.
Its operating portfolio includes more than 3.5 million square feet
of retail space, 19 luxury rental buildings with 4,700 units and
about 13,000 affordable housing apartments in the U.S.  Bloomberg
says the closely held firm won't have any stake in SJB, according
to a notice on the U.S. Office of the Comptroller of the
Currency's Web site.

The FDIC had 552 banks with $345.9 billion in assets on its
confidential problem list as of Sept. 30, a 33% increase from 416
lenders with $299.8 billion in assets the previous quarter.


* Improved Investor Appetite for Exit Loans Cues Cheaper Lending
----------------------------------------------------------------
Kristen Haunss and Pierre Paulden at Bloomberg News report that
Six Flags Inc. and Smurfit-Stone Container Corp. became the latest
companies to tap investor appetite for loans financing emergence
from bankruptcy, as demand drives down borrowing costs for the
neediest companies.

Corporations will need $25 billion of exit loans this year, Mark
Cohen, head of restructuring and workout at Deutsche Bank AG in
New York, said, according to the Bloomberg report.  "With improved
investor appetite for leveraged loans, companies that were capital
constrained over 2008-2009 will now have access to cheaper lending
and on more flexible terms," Mr. Cohen said.  "This is a critical
phase of economic recovery as this capital will now fuel capital
expansion and job growth."

According to Bloomberg, Lyondell Chemical Co. and Tribune Co., two
of the largest leveraged takeovers in history that failed during
the financial crisis, also plan to exit bankruptcy this year.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                         Total
                                             Total      Share-
                                 Total     Working    Holders'
                                Assets     Capital      Equity
  Company          Ticker        ($MM)       ($MM)       ($MM)
  -------          ------       ------     -------    --------
ACCO BRANDS CORP   ABD US     1,078.00      217.20     (102.90)
ADVANCED BIOMEDI   ABMT US        0.15       (1.24)      (1.16)
AFC ENTERPRISES    AFCE US      115.70       (0.30)     (22.90)
AFFYMAX INC        AFFY US      144.93        7.14       (2.73)
AGA MEDICAL HOLD   AGAM US      332.79       28.51      (47.64)
AMER AXLE & MFG    AXL US     1,986.80       71.10     (559.90)
AMERICAS ENERGY    AENY US        0.60        0.59       (0.01)
AMR CORP           AMR US    25,754.00   (1,448.00)  (2,859.00)
ARTIO GLOBAL INV   ART US       280.40         -        (33.37)
ARTIO GLOBAL INV   A1I GR       280.40         -        (33.37)
ARVINMERITOR INC   ARM US     2,499.00       98.00   (1,112.00)
AUTOZONE INC       AZO US     5,385.82     (186.44)    (483.96)
BLOUNT INTL        BLT US       487.85       29.49      (22.15)
BLUEKNIGHT ENERG   BKEP US      316.83       (4.27)    (133.64)
BOARDWALK REAL E   BEI-U CN   2,405.68         -        (36.79)
BOARDWALK REAL E   BOWFF US   2,405.68         -        (36.79)
CABLEVISION SYS    CVC US    10,128.00     (111.68)  (5,193.36)
CARDTRONICS INC    CATM US      460.40      (47.34)      (1.29)
CENTENNIAL COMM    CYCL US    1,480.90      (52.08)    (925.89)
CENVEO INC         CVO US     1,601.19      203.42     (178.97)
CHENIERE ENERGY    CQP US     1,918.95       28.24     (472.03)
CHOICE HOTELS      CHH US       340.04       (3.94)    (114.21)
CINCINNATI BELL    CBB US     2,011.20       22.00     (614.00)
CONEXANT SYS       CNXT US      273.75       65.77      (66.65)
CYTORI THERAPEUT   CYTX US       25.00       11.37       (1.42)
DELCATH SYSTEMS    DCTH US        6.77       (4.98)      (4.94)
DEXCOM             DXCM US       53.96       25.84       (9.10)
DISH NETWORK-A     DISH US    8,658.74      710.57   (1,381.37)
DOMINO'S PIZZA     DPZ US       443.74      106.68   (1,350.12)
DUN & BRADSTREET   DNB US     1,600.30     (181.70)    (720.30)
DYAX CORP          DYAX US       51.59       23.57      (49.20)
ENERGY COMPOSITE   ENCC US         -         (0.01)      (0.01)
EPICEPT CORP       EPCT SS       11.96        5.79       (5.16)
EXELIXIS INC       EXEL US      421.10       91.53     (142.77)
EXTENDICARE REAL   EXE-U CN   1,655.19      126.26      (47.76)
FORD MOTOR CO      F US     205,896.00   (9,751.00)  (7,270.00)
FORD MOTOR CO      F BB     205,896.00   (9,751.00)  (7,270.00)
GENCORP INC        GY US        935.70      111.20     (289.10)
GLG PARTNERS-UTS   GLG/U US     466.58      168.33     (277.14)
GRAHAM PACKAGING   GRM US     2,067.56      243.77     (869.60)
GREAT ATLA & PAC   GAP US     3,025.43      248.68     (358.47)
HEALTHSOUTH CORP   HLS US     1,754.40       35.90     (534.50)
HOVNANIAN ENT-A    HOV US     2,024.58    1,261.10     (316.31)
IMS HEALTH INC     RX US      2,110.52      230.86      (42.68)
INCYTE CORP        INCY US      472.82      358.38     (199.36)
INTERMUNE INC      ITMN US      157.15       92.82      (83.36)
IPCS INC           IPCS US      559.20       72.11      (33.02)
JAZZ PHARMACEUTI   JAZZ US      102.17       (8.97)     (82.44)
JUST ENERGY INCO   JE-U CN    1,387.06     (386.96)    (356.53)
KNOLOGY INC        KNOL US      643.99       20.90      (41.94)
LIBBEY INC         LBY US       797.79      146.46      (66.91)
LIN TV CORP-CL A   TVL US       772.71        6.57     (188.41)
LINEAR TECH CORP   LLTC US    1,512.83      673.47     (114.33)
MANNKIND CORP      MNKD US      247.40        8.81      (59.22)
MEAD JOHNSON       MJN US     1,964.30      502.30     (697.50)
MEDIACOM COMM-A    MCCC US    3,721.86     (253.93)    (434.75)
MOODY'S CORP       MCO US     2,003.50     (225.90)  (1,043.60)
NATIONAL CINEMED   NCMI US      607.80       85.00     (504.50)
NAVISTAR INTL      NAV US    10,027.00    1,563.00   (1,739.00)
NPS PHARM INC      NPSP US      154.65       72.04     (222.37)
OCH-ZIFF CAPIT-A   OZM US     1,976.06         -        (88.36)
OSIRIS THERAPEUT   OSIR US      110.80       48.53       (3.29)
OVERSTOCK.COM      OSTK US      144.38       34.09       (3.10)
PALM INC           PALM US    1,326.92       61.03     (151.17)
PDL BIOPHARMA IN   PDLI US      264.45      (16.23)    (242.39)
PETROALGAE INC     PALG US        3.23       (6.62)     (40.14)
PRIMEDIA INC       PRM US       241.09      (14.36)    (110.72)
PROTECTION ONE     PONE US      628.12       29.11      (83.27)
QWEST COMMUNICAT   Q US      20,225.00      766.00   (1,031.00)
REGAL ENTERTAI-A   RGC US     2,512.50      (13.60)    (258.50)
REVLON INC-A       REV US       802.00      105.40   (1,043.40)
RURAL/METRO CORP   RURL US      275.41       35.16     (105.29)
SALLY BEAUTY HOL   SBH US     1,529.70      360.62     (580.19)
SANDRIDGE ENERGY   SD US      2,310.97        1.42     (190.99)
SIGA TECH INC      SIGA US        8.17       (4.07)     (11.49)
SINCLAIR BROAD-A   SBGI US    1,629.15      (17.99)    (132.17)
STEREOTAXIS INC    STXS US       40.48        1.36      (15.27)
SUN COMMUNITIES    SUI US     1,189.20         -        (95.46)
TALBOTS INC        TLB US       839.70       (3.95)    (190.56)
TAUBMAN CENTERS    TCO US     2,606.85         -       (474.75)
TEAM HEALTH HOLD   TMH US       940.95       17.39      (92.33)
THERAVANCE         THRX US      181.39      146.82     (188.99)
UAL CORP           UAUA US   18,347.00   (2,111.00)  (2,645.00)
UNISYS CORP        UIS US     2,956.90      308.60   (1,271.70)
UNITED RENTALS     URI US     3,859.00      244.00      (19.00)
US AIRWAYS GROUP   LCC US     7,454.00     (458.00)    (355.00)
VENOCO INC         VQ US        715.17      (13.00)    (169.00)
VERMILLION INC     VRMLQ US       7.15       (2.96)     (24.87)
VIRGIN MOBILE-A    VM US        307.41     (138.28)    (244.23)
VIRNETX HOLDING    VHC US         4.30       (0.14)      (0.07)
WARNER MUSIC GRO   WMG US     3,934.00     (599.00)     (97.00)
WEIGHT WATCHERS    WTW US     1,076.72     (329.14)    (748.21)
WORLD COLOR PRES   WC CN      2,641.50      479.20   (1,735.90)
WORLD COLOR PRES   WC/U CN    2,641.50      479.20   (1,735.90)
WR GRACE & CO      GRA US     3,968.20    1,134.00     (290.50)
ZYMOGENETICS INC   ZGEN US      319.30      110.05       (3.96)



                           *********

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 ***