TCR_Public/100217.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, February 17, 2010, Vol. 14, No. 47

                            Headlines


10822 N. SCOTTSDALE: Voluntary Chapter 11 Case Summary
ACCURIDE CORP: Price Associates Owns 2.8% of Common Stock
ACTGG PARTNERSHIP: Updated Case Summary & Creditors List
ADVANTA CORP: Putnam LLC Owns 240 Shares of Common B Stock
ADVANTA CORP: Advanta Employee Stock Plan Owns 8.2% of Stock

AGE REFINING: Section 341(a) Meeting Scheduled for March 8
AGE REFINING: Court Extends Schedules Deadline by 30 Days
AGE REFINING: Taps Cox Smith as Bankruptcy Counsel
AGE REFINING: Has Interim Access to $35-Mil. in DIP Loans
ALERIS INTERNATIONAL: Alchem Sells 36-Acre Property for $187,500

ALERIS INTERNATIONAL: Gets Nod to Reject ISDA Pact With Koch
ALERIS INTERNATIONAL: Has Court OK for Financial Balloting Group
AMERICAN INT'L: ALICO Sale to Metlife Faces Tax Issues
AMTRUST FINANCIAL: Files Schedules of Assets and Liabilities
AMTRUST FINANCIAL: U.S. Trustee Forms 4-Members Creditors Panel

ANDREW BARROLL: Case Summary & 19 Largest Unsecured Creditors
APPLETON PAPERS: Issues $305-Mil. New 10.50% Senior Sec. Notes
ASSET RESOLUTION: Appeals Conversion to Chapter 7
AXIA INC: To Sell to Insiders as No Competing Bids Received
BASHAS' INC: Closes Colorado Grocery Store for Good

ANDREW BARROLL: Case Summary & 19 Largest Unsecured Creditors
APPLETON PAPERS: Issues $305-Mil. New 10.50% Senior Sec. Notes
BIOBASED TECHNOLOGIES: Court Approves Plan of Reorganization
BOECKLE PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
BRUCE NEVIASER: Voluntary Chapter 11 Case Summary

BUDDY QUITORIO: Case Summary & 20 Largest Unsecured Creditors
CABRINI MEDICAL: Sloan-Kettering to Buy Property for $83.1MM
CARBIZ INC: Halts Operations; Turns Assets Over to Senior Lenders
CATHOLIC CHURCH: Fairbanks to Auction Pilgrim Hot Springs in March
CBD DEVELOPMENT: Case Summary & 1 Largest Unsecured Creditor

CENTER 130 LLC: Case Summary & 4 Largest Unsecured Creditors
CFM U.S.: Chapter 11 Case Dismissed by Court
CHERRY TREE CORP: Case Summary & 6 Largest Unsecured Creditors
CHRYSLER LLC: Seeks to Sell Twinsburg Plant for $27.5 Million
CLEARPOINT BUSINESS: ComVest Purchases Majority Stake

COACHMEN INDUSTRIES: Gabelli Funds Disclose Equity Stake
COACHMEN INDUSTRIES: PSERS Reports 1.79% Equity Stake
COACHMEN INDUSTRIES: Rights Deal With Continental Stock Expires
CONSECO INC: Hotchkis & Wiley Holds 5.0% Equity Stake
COREL CORP: Cancels Registration of Common Stock

DANNY'S FAMILY: Sent Units to Chapter 11 on Loan Defaults
DELPHI CORP: Autoliv to Buy Asian Protection Systems by March 13
DELPHI CORP: DPH Receives $7.48MM Grant From Energy Department
DELPHI CORP: Sells Chassis Facility in Saginaw, Michigan
DELTA AIR LINES: Completed Integration With Northwest Feb. 1

DELTA AIR LINES: Disappointed at DOT Ruling on Slot Transaction
DELTA AIR LINES: Suspends Service to Humboldt County
DON FARR MOVING : Updated Case Summary & Creditors List
DOYLESTOWN PARTNERS: Case Summary & 2 Largest Unsecured Creditors
EAST CAMERON PARTNERS: Reaches Settlement with Sukuk Holders

EAST CAMERON PARTNERS: Proposes to Sell Assets to Secured Lenders
EAST WEST RESORT: Files for Chapter 11 in Delaware
EASTMAN KODAK: Amends Credit Agreement with Citicorp USA
EMERICH GIANNOTTI: Voluntary Chapter 11 Case Summary
ENNIS HOMES: Disclosure Statement Wins Bankruptcy Court Approval

EVERYDAY LOGISTICS: Case Summary & 20 Largest Unsecured Creditors
EXIDE TECHNOLOGIES: Wants to Object to Claims Until April 30
FILENE'S BASEMENT: Makes Initial Distribution to Creditors
FLEETWOOD ENTERPRISES: Brigade Capital Owns 8.9% of Common Stock
FLEETWOOD ENTERPRISES: Tennenbaum Capital Owns 11.1% of Stock

FREESCALE SEMICONDUCTOR: ING Halts $750 Million Bond Issue
FREESCALE SEMICONDUCTOR: Has Requisite Votes for Notes Issuance
GARY DERUSSO: Voluntary Chapter 11 Case Summary
GENERAL GROWTH: Simon Makes $10 Billion Offer for Assets
GENERAL GROWTH: Finds Simon Property Group's Offer Too Low

GENERAL MOTORS: Vice Chairman Lutz Says Execs Are Underpaid
GREEN BUILDERS: Earns $202,850 in December 31 Quarter
HALCYON MUSIC PUBLISHING: Voluntary Chapter 11 Case Summary
INTERNATIONAL BARRIER: Posts $124,000 Loss in December Quarter
JACK RICOTTA: Voluntary Chapter 11 Case Summary

JAMES MCCLUNG: Case Summary & 20 Largest Unsecured Creditors
JAMES RANDAL STEVENSON: Voluntary Chapter 11 Case Summary
JEFFREY FUNKE: Case Summary & 20 Largest Unsecured Creditors
JETBLUE AIRWAYS: BlackRock Reports 6.29% Equity Stake
JETBLUE AIRWAYS: Federated Investors Discloses 5.64% Stake

JETBLUE AIRWAYS: Wellington Management Reports 7% Stake
JETBLUE AIRWAYS: Whitebox Advisors Reports 5.6% Stake
JSC ALLIANCE: Files for Chapter 15 Protection
LANDAMERICA FIN'L: Waterstone Asset Owns 9.92% of Common Stock
LARRY BAGGS: Case Summary & 2 Largest Unsecured Creditors

LEHMAN BROTHERS: $1 Bil. in Claims Change Hands in 20 Days
LEHMAN BROTHERS: District Judge Drops Case vs. Board Members
LEHMAN BROTHERS: Gets Nod for Kasowitz as Special Counsel
LEHMAN BROTHERS: Singapore Agency Welcomes Payout for Holders
LEHMAN BROTHERS: Wants to Expunge $57BB in Duplicate Claims

LIBBEY INC: Completes Refinancing of Units' Existing Debts
LIVERMERCIAL AVIATION: Updated Case Summary & Unsec. Creditors
LOAN LINK FINANCIAL: Files for Chapter 7 Liquidation
LODGIAN INC: Donald Smith Owns 10.01% of Common Stock
LOLA BLACK: Owner Maria Pinto Closes Shop, to Seek Bankruptcy

LRL CITI: Section 341(a) Meeting Scheduled for March 9
MAGNA ENTERTAINMENT: Postpones Pimlico and Laurel Auction Anew
MAGNA ENTERTAINMENT: Canyon Capital Stake Down to 1.82%
MAGNA ENTERTAINMENT: GLG Partners Owns 13.31% of Securities
MARHABA PARTNERS: Wants Access to City Bank Cash Collateral

MARIBELLAX GROUP: Updated Case Summary & Creditors List
MAUREEN DUNKEL: Case Summary & 11 Largest Unsecured Creditors
MC PRECAST: Section 341(a) Meeting Scheduled for March 5
MDWERKS INC: Colangelo Steps Down as Vice President
MERIDIAN RESOURCE: Shareholder's Meeting Slated for March 30

MERUELO MADDUX: PNL Objects to Property Demolition Using its Funds
MGM MIRAGE: Partners with ESS Analysis, AT Kearney
MOHAMMAD KHAN: Case Summary & 20 Largest Unsec. Creditors
MORGAN STANLEY FUNDS: Foreclosure Looms on Japan Hotel Chain
MOVIE GALLERY: Schedules Deadline Extended Until April 2

MOVIE GALLERY: Seeks to Continue Customer Programs
MOVIE GALLERY: To Pay Prepetition Shipping & Warehouse Claims
MOVIE GALLERY: Wants to Pay Prepetition Employee Wages
NATIONAL CENTURY: SEC Obtains Final Judgments vs. Poulsen, et al.
NATIONAL CENTURY: UAT Files December 31 Quarterly Report

NATIONAL CENTURY: VI/XII Trust Files December 31 Quarterly Report
NATIONAL HOME: Gets Court Approval to Sell Riverside Property
NATIONAL HOME: Great American OK'd to Aid in Store Closing Sale
NATURAL PRODUCTS: Sees Cash Hike to $13.9MM by Mid-April
NEW CEDAR: Court Dismisses Chapter 11 Reorganization Case

NEWLEAD HOLDINGS: Gets Letter of Non-Compliance from Nasdaq
NEXCEN BRANDS: Extends to March 31 Trigger Date Under Facility
OSCIENT PHARMA: GLG Partners Owns 3.57% of Stock
OSCIENT PHARMA: Highbridge Int'l May Own 2.42% of Common Stock
PARROTT BROADCASTING: Case Summary & 20 Largest Unsec. Creditors

PATRICK GISLER: Case Summary & 20 Largest Unsecured Creditors
PCAA PARENT: Wants Insurance Premium Financing Pact with Flatiron
PECAN PARK: Steps Into Bankruptcy with $12.4 Million Debts
READER'S DIGEST: Wants Plan Exclusivity Until April 22
RENAISSANT LAFAYETTE: U.S. Trustee Forms 3-Member Creditors Panel

SMURFIT-STONE: Applies for Nod of $650 Mil. ABL Revolving Facility
SMURFIT-STONE: Calpine Corrugated Cash Use Extended to May 1
SMURFIT-STONE: Fine Tunes Plan & Disclosure Statement
SMURFIT-STONE: Proposes $1.2 Bil. Exit Financing Deal
SPANSION INC: Plan Confirmation Hearing Postponed to Feb. 24

SPECTRUM BRANDS: Harbinger Master Fund Owns 28.43% of Common Stock
SPHERIS INC: Gets Court Nod to Hire Garden City as Claims Agent
SPHERIS INC: DIP Financing, Cash Collateral Use Get Interim OK
SPHERIS INC: Wants to Hire Willkie Farr as Co-Counsel
SPHERIS INC: Wants Robert Butler as Chief Restructuring Officer

SUNRISE SENIOR: High Rise Capital Reports 3.5% Stake
SUNRISE SENIOR: The Klaassens Report 10.5% Equity Stake
SUNRISE SENIOR: Soundpost, Weiss No Longer Hold Stakes
SUNRISE SENIOR: SVP Schwartz Gets Axe Amid Spending Cuts
TRIBUNE CO: Buyout Needs Examiner Review, U.S. Trustee Says

TRONOX INC: $1.76 Million in Claims Change Hands in 12 Days
TRONOX INC: Hearing on Settlement With Lenders on February 23
TRONOX INC: Proposes to Reject 6 Human Resources Contracts
VELOCITY EXPRESS: Manatuck Hill Owns 10.08% of Stock
VISTEON CORP: Disclosure Statement Hearing Adjourned to March 16

VISTEON CORP: Proposes Incentive Plan for 1,300 Employees
VISTEON CORP: Seeks Nod to Close North Penn Facility
WASHINGTON MUTUAL: Senator Cantwell Reveals Ongoing Probe
WASHINGTON MUTUAL: Youkelsone Files Amended Complaint
WESTERN DAIRY: Financial Woes Prompts Chapter 11 Filing

WILLCOM INC: May File for Bankruptcy in Tokyo
WP HICKMAN: Bankruptcy Court Confirms Plan of Liquidation

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10822 N. SCOTTSDALE: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: 10822 N. Scottsdale, LLC
        10040 East Happy Valley Road, #47
        Scottsdale, AZ 85255

Bankruptcy Case No.: 10-00358

Chapter 11 Petition Date: January 7, 2010

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Jonathan P. Ibsen, Esq.
                  Jaburg & Wilk, PC
                  3200 N. Central Ave., #2000
                  Phoenix, AZ 85012
                  Tel: (602) 248-1054
                  Fax: (602) 248-1085
                  Email: jpi@jaburgwilk.com

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

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

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

The petition was signed by Frederick J. Luoma, manager of the
Company.


ACCURIDE CORP: Price Associates Owns 2.8% of Common Stock
---------------------------------------------------------
T. Rowe Price Associates, Inc. has filed with the Securities and
Exchange Commission Amendment No. 1 to its Schedule 13G which was
initially filed on February 10, 2009.

The CUSIP number of the Common Stock is 004398103.

Price Associates disclosed that it may be deemed to beneficially
own shares of Accuride Corporation's Common Stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
T. Rowe Price Associates, Inc.          1,353,600       2.8%

A full-text copy of Price Associates' amended Schedule 13G is
available for free at http://researcharchves.com/t/s?52f5

                       About Accuride Corp.

Accuride Corp. and its affiliates are among the largest and most
diversified manufacturers and suppliers of commercial vehicle
components in North America.  The Company's products include
wheels, wheel-end components and assemblies, truck body and
chassis parts, seating assemblies and other commercial vehicle
components marketed under several well-recognized brands in the
industry, including Accuride, Gunite, Imperial, Bostrom, Fabco,
Brillion and Highway Original.

According to filings by Accuride, the Company is seeking to
restructure in excess of $675 million in debt through its
bankruptcy proceeding.  The bankruptcy cases are pending in the
United States Bankruptcy Court for the District of Delaware.

Jeffrey M. Reisner and Tavi C. Flanagan, Esq., at Irell & Manella
LLP's Newport Beach-based bankruptcy practice, will serve as lead
counsel to the Official Committee of Unsecured Creditors in the
affiliated debtors' bankruptcy cases.  Mr. Reisner chairs the
firm's bankruptcy practice.  Kurt Gwynne, Esq., at Reed Smith LLP,
serves as Delaware counsel and Joel Dryer of Morris Anderson &
Associates will serve as financial advisors to the Official
Committee of Unsecured Creditors.

The Chapter 11 filing includes Accuride Corp. and a number of
subsidiaries and affiliates, including Accuride Cuyahoga Falls,
Inc., Accuride Distributing, LLC, Accuride EMI, LLC, Accuride Erie
L.P., Accuride Henderson Limited Liability Company, AKW General
Partner L.L.C., AOT Inc., Bostrom Holdings, Inc., Bostrom Seating,
Inc., Bostrom Specialty Seating, Inc., Brillion Iron Works, Inc.,
Erie Land Holding, Inc., Fabco Automotive Corporation, Gunite
Corporation, Imperial Group Holding Corp. -1, Imperial Group
Holding Corp. -2, Imperial Group, L.P., JAII Management Company,
Transportation Technologies Industries, Inc., and Truck Components
Inc.


ACTGG PARTNERSHIP: Updated Case Summary & Creditors List
--------------------------------------------------------
Debtor: ACTGG Partnership, LLP
        2730 E Northport Rd
        Rome City, IN 46784-9753

Bankruptcy Case No.: 10-10047

Chapter 11 Petition Date: January 7, 2010

Court: United States Bankruptcy Court
       Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: John Burns(SR), Esq.
                  111 East Wayne Street, Suite 800
                  Fort Wayne, IN 46802
                  Tel: (260) 424-8000
                  Email: skrhoads@bakerd.com

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

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

A list of the Company's 2 largest unsecured creditors is available
for free at:

                 http://bankrupt.com/misc/innb10-10047.pdf

The petition was signed by Lawrence J. Young, partner of the
company.


ADVANTA CORP: Putnam LLC Owns 240 Shares of Common B Stock
----------------------------------------------------------
Putnam, LLC d/b/a Putnam Investments has filed with the Securities
and Exchange Commission Amendment No. 1 to its Schedule 13G under
CUSIP Number 007942204.

Putnam, LLC, et al., disclosed that they may be deemed to
beneficially own shares of Advanta Corp.'s Class B common stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Putnam, LLC                                 240         None
Putnam Investment Management, LLC          None         None
Putnam Advisory Company, LLC                240         None

A full-text copy of Putnam, LLC's amended Schedule 13G is
available for free at http://researcharchives.com/t/s?52f6

                      About Advanta Corp.

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

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

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

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


ADVANTA CORP: Advanta Employee Stock Plan Owns 8.2% of Stock
------------------------------------------------------------
Advanta Corp. Employee Stock Ownership Plan has filed with the
Securities and Exchange Commission Amendment No. 10 to its
Schedule 13G which was initially filed on April 28, 1999.

The CUSIP number of the Common Stock is 007942105.

Advanta Corp. Employee Stock Ownership Plan disclosed it may be
deemed to beneficially own shares of Advanta Corp.'s Class A
common stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Advanta Corp. Employee Stock
  Ownership Plan                        1,186,184       8.2%

A full-text copy of Advanta Corp. Employee Stock Ownership Plan's
amended Schedule 13G is available for free at:

                 http://researcharchives.com/t/s?52c9

                      About Advanta Corp.

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

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

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

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


AGE REFINING: Section 341(a) Meeting Scheduled for March 8
----------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of creditors
in Age Refining, Inc.'s Chapter 11 case on March 8, 2010, at 8:30
a.m.  The meeting will be held at San Antonio Room 333, U.S. Post
Office Bldg., 615 E. Houston St., San Antonio, TX 78205.

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

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

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

The Company filed for Chapter 11 bankruptcy protection on
February 8, 2010 (Bankr. W.D. Texas Case No. 10-50501).  Aaron
Michael Kaufman, Esq.; Carol E. Jendrzey, Esq.; and Mark E.
Andrews, Esq., at Cox Smith Matthews Incorporated, assist the
Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.


AGE REFINING: Court Extends Schedules Deadline by 30 Days
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
extended, at the behest of Age Refining, Inc., the filing of
schedules of assets and liabilities and statement of financial
affairs for an additional 30 days.

The Debtor has hundreds of creditors and parties in interest and
operates its business from various locations.  The Debtor says
that given the size and complexity of its business, the fact that
certain prepetition invoices haven't yet been received and/or
entered into the Debtor's financial systems, the tremendous volume
of materials that must be assembled and compiled, and the limited
staff available to review such information in the early stage of
this case, the Debtor has not had the opportunity to gather the
necessary information to prepare and file its schedules and
statements by the 15-day deadline after the Petition Date.

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

The Company filed for Chapter 11 bankruptcy protection on
February 8, 2010 (Bankr. W.D. Texas Case No. 10-50501).  Aaron
Michael Kaufman, Esq.; Carol E. Jendrzey, Esq.; and Mark E.
Andrews, Esq., at Cox Smith Matthews Incorporated, assist the
Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.


AGE REFINING: Taps Cox Smith as Bankruptcy Counsel
--------------------------------------------------
Age Refining, Inc., has sought permission from the U.S. Bankruptcy
Court for the Western District of Texas to employ Cox Smith
Matthews Incorporated as bankruptcy counsel.

Cox Smith will:

     a. take necessary action to protect and preserve the estate
        of the Debtor, including the prosecution of actions on the
        Debtor's behalf, the defense of any action commenced
        against the Debtor, the negotiation of disputes in which
        the Debtor is involved, and the preparation of objections
        to claims filed against the Debtor's estate;

     b. prepare on behalf of the Debtor all necessary motions,
        applications, answers, orders, reports, and papers in
        connection with the administration and prosecution of the
        Debtor's case;

     c. advise the Debtor in respect of bankruptcy, real estate,
        oil and gas, regulatory, labor law, intellectual property
        and licensing or other services as requested; and

     d. perform all other necessary legal services in connection
        with the case.

Cox Smith will be paid based on the hourly rates of its personnel:

        Mark E. Andrews, Shareholder          $495
        Carol E. Jendrzey, Shareholder        $395
        James M. McDonough, Shareholder       $495
        Aaron M. Kaufman, Associate           $295
        Deborah E. Andreacchi, Paralegal      $175

Mark E. Andrews, a shareholder at Cox Smith, assures the Court
that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

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

The Company filed for Chapter 11 bankruptcy protection on
February 8, 2010 (Bankr. W.D. Texas Case No. 10-50501).  Aaron
Michael Kaufman, Esq.; Carol E. Jendrzey, Esq.; and Mark E.
Andrews, Esq., at Cox Smith Matthews Incorporated, assist the
Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.


AGE REFINING: Has Interim Access to $35-Mil. in DIP Loans
---------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Age Refining Inc.
obtained interim approval of a $35 million debtor-in-possession
loan from its existing revolving credit lenders.  The Court will
hold a final hearing to consider approval of the DIP financing on
Feb. 25.

AGE Refining, based in San Antonio, Texas, manufactures, refines
and markets jet fuels, diesel products, solvents and other highly
specialized fuels.  Its clients cover a variety of sectors,
including commercial, local municipalities and the federal
government.  Founded in 1991 by Al Gonzalez, AGE is a family owned
and operated business in the heart of the San Antonio community.

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


ALERIS INTERNATIONAL: Alchem Sells 36-Acre Property for $187,500
----------------------------------------------------------------
Debtor Alchem Aluminum Shelbyville Inc. sought and obtained the
Court's authority to sell a real property consisting of 36 acres
of land located in Shelbyville, Tennessee, to Thomas Perry Wright
for $187,500.  The real property once contained an aluminum
specification alloy manufacturing facility.

Alchem Aluminum says it does not currently use any of the Real
Property, and the Real Property generates no income.   Alchem
Aluminum estimates that the carrying costs of the real property
total approximately $27,580 a year.

Alchem Aluminum tells the Court that it engaged in a thorough and
sufficient marketing process and in good faith negotiations with
the Purchaser.

Alchem Aluminum proposes to pay Weber and Wayne Neese a broker's
fee of $18,125, which represents 7% of the purchase price plus a
$5,000 fixed fee.

Because the Real Property is relatively a small asset, the cost
of conducting a formal auction would exceed any increased value
realized by that sale.  Accordingly, the Debtor conducted a
private sale and marketing process of the assets.

The Purchase Agreement sets March 31, 2010, as the closing date.

In a separate filing, the Debtors tell the Court that they have
received an informal response to the Motion from the United
States Environmental Protection Agency.  According to the
Debtors, they have reached an agreement with EPA to amend the
Proposed Order approving the Motion.  The Amended Proposed Order
provides that nothing in the order or the Purchase and Sale
Agreement releases, nullifies, or enjoins the enforcement of any
liability to a governmental unit under police and regulatory
statutes or regulations to which the Purchaser would be subject
as the owner or operator of property from and after the transfer.

                  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: Gets Nod to Reject ISDA Pact With Koch
------------------------------------------------------------
Debtors Aleris International, Inc., and Commonwealth Industries,
Inc., sought and obtained the Court's authority to reject each of
their International Swap and Derivatives Association or ISDA
Master Agreement with Koch Supply & Trading, LP.

Prior to the entry of the Court's order, the Debtors certified
that no objection was filed as to the Motion.

Before the Petition Date, Aleris and Commonwealth entered into
ISDA Agreements to effectuate certain derivative transactions in
accordance with the specific terms of schedules and confirmations
related to the transactions under the ISDA Agreements.  The
schedules and confirmation related to the ISDA transactions are
referred to as the Aleris Ancillary Documents.  The Debtors
relate that as of the Petition Date, no settlement date has
occurred for which any amounts were due to Koch Supply.  There
were, however, future settlement dates for Confirmations for
which amounts were due to Koch Supply, they note.

Because the ISDA Master Agreements and the Ancillary ISDA
Documents were executory as of the Petition Date, the Debtors
seek to reject to the ISDA Master Agreements and the Ancillary
Documents in their entirety.

The Debtors seek to reject the ISDA Master Agreements and the
remaining Ancillary ISDA Documents because there are no
confirmations to be assumed and they may owe payments to Koch
Supply in connection with transactions with postpetition
settlement dates.  Thus, they aver that the ISDA Agreement and
Ancillary Documents are no longer of any value to them.

Full-text copies of the ISDA Agreements and Ancillary ISDA
Documents for rejection are available for free at:

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

As a result of the contract rejection, the Debtors relay that
Koch Supply has the right to file proofs of claim for any damages
arising under any of the Transactions that had a settlement date
postpetition, were terminated postpetition, or remain executory
as of October 29, 2009; provided that Koch Supply must file those
proofs of claim within 30 days of any Court order on the Debtors'
request.

                  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: Has Court OK for Financial Balloting Group
----------------------------------------------------------------
Debtor Aleris International, Inc., obtained the Court's authority
to hire Financial Balloting Group LLC as its special balloting
agent, tabulator, and consultant in connection with its publicly
held securities.

The Debtor has selected FBG because of the firm's state-of-the-
art mailing facility and tabulation system.  The Debtor also
notes that FBG is highly experienced in dealing with the various
holders of public securities entitled to vote on any plan of
reorganization proposed.

Jane Sullivan, executive director of FBG, who will have the
primary responsibility over Aleris matters, has over 25 years of
experience in public securities solicitation and  other
transactions and has specialized in bankruptcy solicitations
since 1991.  Ms. Sullivan has worked on over 150 bankruptcy
solicitations including Enron, Global Crossing, Lexington
Precision Corporation, Pacific Gas and Electric, Silicon
Graphics, Inc., and WorldCom.

As special balloting agent, tabulator, and consultant, FBG will:

  (a) provide advice to Aleris and its counsel regarding all
      aspects of the plan vote, including timing issues, voting
      and tabulation procedures, and document needed for the
      vote;

  (b) review the voting portions of the disclosure statement and
      ballots, particularly as they may relate to beneficial o
      owners of securities held in street name;

  (c) work with Aleris to request appropriate information from
      The Depository Trust Company and the indenture trustees
      for the publicly held securities;

  (d) mail voting documents to any registered holders of bonds;

  (e) coordinate the distribution of voting documents to street
      name holders of voting securities by forwarding the
      appropriate documents to the banks and brokerage firms
      holding the securities, who in turn will forward those
      materials to beneficial owners for voting;

  (f) distribute copies of master ballots to the appropriate
      nominees so that firms may cast votes on behalf of
      beneficial owners;

  (g) prepare a certificate of service for filing with the
      Court;

  (h) handle requests for documents from parties-in-interest,
      including brokerage firm and bank back-offices and
      institutional holders;

  (i) respond to telephone inquiries from security holders
      regarding the disclosure statement and the voting
      procedures;

  (j) if requested to do so, make telephone calls to any known
      beneficial owners or registered holders of bonds to
      confirm receipt of plan documents and respond to questions
      about the voting procedures;

  (k) if requested to do so, establish a web site for posting of
      soliciting documents;

  (l) receive and examine all ballots and master ballots cast by
      holders of bonds, and date- and time- stamp the originals
      of all those ballots and master ballots upon receipt;

  (m) tabulate all ballots and master ballots received prior to
      the voting deadline in accordance with established
      procedures and prepare a vote certification for filing
      with the Court; and

  (n) undertake other duties as may be agreed upon by Aleris and
      FGB.

Aleris proposes to pay FBG in accordance with these terms:

     * A $10,000 project fee plus an additional fee of $3,000
       for each issue of public debt securities entitled to vote
       on  any plan.

     * Estimated labor charges at $1.75 -$2.25 per voting
       package, depending on the complexity of the mailing, with
       a $700 minimum for each file.

     * A minimum charge of $125 per hour for the tabulation of
       ballots and master ballots, plus set up charges of $1,000
       for each tabulation element to be tabulated.

     * If FBG is requested to establish a Web site, a hosting
       fee of $150 per month to post relevant documents to the
       FBG documents Web site, with an appropriate extension for
       this solicitation.

     * Consulting hours will be billed at FBG's standard hourly
       rates:

               Professional                  Rate/Hour
               ------------                  --------
               Executive Director             $410
               Vice President                 $360
               Senior Case Manager            $300
               Case Manager                   $240
               Case Analyst                   $190
               Programmer II                  $195
               Programmer I                   $165
               Clerical                        $65

     * Notice mailings to any registered record holders of
       securities and other individual parties would be charged
       as $0.50 -$0.65 per holder, for up to two paper notices
       included in the same envelope, with a $500 minimum.

     * Notice mailings to holders of public securities in street
       name for mailings other than solicitation documents would
       be $3,500.

     * Out-of-pocket expenses relating to any work undertaken
       will be charged separately and will include items as
       travel costs, postage, messengers and couriers etc.

Ms. Sullivan assures the Court that her firm is a "disinterested
person," as that term is defined under Section 101(14) of the
Bankruptcy Code.

The Debtors certified to the Court, on January 6, 2010, that no
objections were filed against the FBG Employment Application.

                  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)


AMERICAN INT'L: ALICO Sale to Metlife Faces Tax Issues
------------------------------------------------------
Jeffrey McCracken, Serena Ng and Leslie Scism at The Wall Street
Journal report that the pending $15 billion sale of American
International Group Inc.'s American Life Insurance Co. unit to
MetLife Inc. is being held up by a tax dispute that may require a
ruling from the Internal Revenue Service, according to people
familiar with the matter.

The Journal reports the tax issue is whether ALICO will remain
exempt from a crucial 2004 IRS ruling that requires insurers to
withhold U.S. taxes on income distributed to foreign clients who
own their annuities and life-insurance products.  ALICO is
domiciled in Delaware but does virtually all its business abroad,
with operations in about 50 countries.  The company has considered
itself exempt from the IRS ruling since it only sells policies to
non-U.S. citizens who reside abroad and it earns more than 80% of
its income overseas.

According to the Journal, the tax issue could put the Department
of the Treasury, as overseer of the IRS, in an awkward situation.
The Treasury is supervising AIG while trying to recoup taxpayers'
$120 billion-odd investment in AIG and related entities.

The Journal says an AIG-MetLife deal has been viewed as the first
big step for the government in recovering its massive investment
in the insurer.  The Journal notes the first $9 billion from a
sale of ALICO has been earmarked for the Federal Reserve Bank of
New York.

Sources told the Journal AIG officials don't believe a sale would
stick MetLife with a big tax liability, but have so far been
reluctant to indemnify MetLife for that potential risk.  The
sources added that the government-controlled insurer has asked the
IRS for a "private letter ruling" to confirm its interpretation
that ALICO is exempt from the U.S. tax-withholding requirement.

The Journal says it isn't clear if the IRS will make a
determination in the near term or express concerns over the issue.

As reported by the Troubled Company Reporter on February 12, 2010,
Emre Peker, Zachary R. Mider and Hugh Son at Bloomberg News said
three people with knowledge of the matter indicated that MetLife
may pay AIG $8 billion in stock and the rest in cash for ALICO.
One of the sources told Bloomberg, the stock payment to AIG may
include common shares and preferred stock, and that the deal would
leave AIG with one of the biggest stakes in MetLife.

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

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

                             About AIG

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

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

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


AMTRUST FINANCIAL: Files Schedules of Assets and Liabilities
------------------------------------------------------------
AmTrust Financial Corp. filed with the U.S. Bankruptcy Court for
the Northern District of Ohio its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $128,461,114
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $100,452,136
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $160,947,962
                                 -----------      -----------
        TOTAL                   $128,461,114     $261,400,098


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

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

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

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


AMTRUST FINANCIAL: U.S. Trustee Forms 4-Members Creditors Panel
---------------------------------------------------------------
Daniel M. McDermott, the U.S. Trustee for Region 9, appointed four
members to the official committee of unsecured creditors in the
Chapter 11 cases of AmTrust Financial Corp., et al.

The Creditors Committee members are:

1. Robert N. Eisendrath
   8603 Country Club Drive
   Franklin, WI 53132
   Tel: (414) 529-3843

2. Robert Christopher D'Andrea
   469 Meridian Ct.
   Avon Lake, OH
   Tel: (440) 933-6301

3. Board of Education of the
   Cleveland Municipal School District
   c/o Wayne Belock
   1380 East Sixth Street
   Cleveland OH 44114
   Tel: (216) 574-8210
   Fax: (216) 574-8108

4. Wilmington Trust Company
   Successor Trustee
   c/o Patrick J. Healy
   1100 North Market Street
   Wilmington, DE 19890-1605
   Tel: (302) 636-6391
   Fax: (302) 636-4149

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

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

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

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

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


ANDREW BARROLL: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Andrew Barroll
        Unit 4, 849 Tucker Road
        North Dartmouth, MA 02747

Bankruptcy Case No.: 10-10209

Chapter 11 Petition Date: January 11, 2010

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Frank J. Bailey

Debtor's Counsel: Timothy M. Mauser, Esq.
                  Law Office of Timothy Mauser, Esq.
                  Suite 240, One Center Plaza
                  Boston, MA 02114
                  Tel: (617) 338-9080
                  Fax: (617) 275-8990
                  Email: tmauser@mauserlaw.com

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

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

According to the schedules, the Company has assets of $1,077,614,
and total debts of $1,825,028.

A full-text copy of Mr. Barroll's petition, including a list of
his 20 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/mab10-10209.pdf

The petition was signed by Mr. Barroll.


APPLETON PAPERS: Issues $305-Mil. New 10.50% Senior Sec. Notes
--------------------------------------------------------------
Appleton Papers Inc. 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
identified therein 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 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.

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, 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 and
      the capital stock of the Company and the Note Guarantors, in
      each case subject to certain exceptions, 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:

   * 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;

   * leaseholds; and

   * 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 there from 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.

These 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.

The Senior Secured Notes were issued in reliance upon an exemption
from the registration requirements of the Securities Act of 1933,
as amended  for an offer and sale of securities that does not
involve a public offering.  The Senior Secured Notes and the Note
Guarantees have not been registered under the Securities Act,
and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

Revolving Credit Facility

On February 8, 2010, the Company 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 and each
other subsidiary of PDC that guarantees the Senior Secured Notes
guarantee the Company's obligations under the Revolving Credit
Facility pursuant to the U.S. Guarantee and Collateral Agreement
and Canadian Guarantee and Collateral Agreement.  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, including, without limitation, payment defaults, breaches
of representations and warranties, covenant defaults, certain
events of bankruptcy and insolvency, ERISA violations, judgment
defaults, change of control and cross-defaults to
certain other indebtedness and agreements related to the Fox River
indemnification arrangements.

U.S. Collateral Agreement

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.  Pursuant to the U.S.
Collateral Agreement and subject to the certain exceptions
contained therein, the U.S. Grantors have 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, their
respective obligations under the Indenture governing the Senior
Secured Notes.

Canadian Collateral Agreement

On February 8, 2010, Appleton Papers Canada Ltd. entered into a
collateral agreement in favor of the Collateral Agent.  Pursuant
to the Canadian Collateral Agreement and subject to the certain
exceptions contained therein, the Canadian Grantor has 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.

U.S. Guarantee and Collateral Agreement

On February 8, 2010, the U.S. Grantors entered into a guarantee
and collateral agreement in favor of the Administrative Agent.
Pursuant to the U.S. Guarantee and Collateral Agreement and
subject to the certain exceptions contained therein, the U.S.
Grantors have 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, their respective obligations under the Revolving
Credit Facility.

Canadian Guarantee and Collateral Agreement

On February 8, 2010, the Canadian Grantor entered into a guarantee
and collateral agreement in favor of the Administrative Agent.
Pursuant to the Canadian Guarantee and Collateral Agreement and
subject to the certain exceptions contained therein, the
Canadian Grantor has 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.


ASSET RESOLUTION: Appeals Conversion to Chapter 7
-------------------------------------------------
ABI reports that Asset Resolution has appealed Bankruptcy Judge
Robert C. Jones' order converting the Company's chapter 11 case to
chapter 7 after certain direct lenders questioned the
New York debtor's ability to continue as a going concern.

Asset Resolution LLC was formed by Silar Advisors, L.P., to hold
assets that served as collateral for a $67 million loan to Compass
USA SPE LLC, which was used by Compass to acquire the assets of
USA Commercial Mortgage Company in an earlier bankruptcy case
through a sale under Section 363 of the Bankruptcy Code.  Silar
foreclosed on Compass in September 2008 when alleged interference
from former investors in USA Commercial prevented proper
management and sale of the properties.

Headquartered in New York, Asset Resolution LLC and 14 units filed
for Chapter 11 protection on Oct. 14, 2009 (Bankr. D. Del. Case
No. 09-16142).  Klestadt & Winters LLP serves as counsel to the
Debtors.  When it filed for protection from its creditors, Asset
Resolution listed assets between $100 million and $500 million,
and debts between $10 million and $50 million.  The schedules say
assets total $423,498,002 while debts total $22,642,531 as of the
bankruptcy filing.


AXIA INC: To Sell to Insiders as No Competing Bids Received
-----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Axia Inc. did not
conduct an auction on February 11 because no competing bids were
received by the February 8 deadline.  The Bankruptcy Court will
hold a hearing on February 17 to consider a sale to a group
including existing lenders and shareholders.  The price is a $9
million note payable to the senior term loan lenders and 21.5% of
the equity earmarked for the subordinated secured term loan.

Axia Inc. and Ames Taping manufacture automatic taping and drywall
finishing tools.  Ames' principal business is the rental and
service of its fleet of over 220,000 ATF tools under its flagship
Bazooka(R) brand name through its network of over 200 Company-
owned stores, franchised locations, field vans, and rental
stations located throughout the U.S. and Canada.  Ames also sells
ATF tools in the U.S. and Canada under the broadly recognized
brand name TapeTech(R) through a network of over 200 independent
dealers, and internationally, under the brand name Premier
International(R).  The Companies are controlled by Aurora Equity
Partners.

Axia Inc. and three affiliates filed for Chapter 11 on Dec. 14,
2009 (In re Ames Holding Corp., Bankr. D. Del. Case No. 09-14406).

Assets at Oct. 30, 2009, were $178 million.  Liabilities include
$69.2 million on a senior secured term loan and a $91.8 million
subordinated secured term loan.

Attorneys at Richards, Layton & Finger, P.A., represents the
Debtors.


BASHAS' INC: Closes Colorado Grocery Store for Good
---------------------------------------------------
Wesley G. Huges at Whittier Daily News says the grocery store of
Bashas' Inc. in Colorado River town is closing for good in six
weeks.

Bashas' Inc. is a 77-year-old grocery chain that owns 158 retail
stores located throughout Arizona.  It is doing business as
National Grocery, Bashas Food, Bashas' United Drug, Food City,
Eddie's Country Store, A,.J. Fine Foods, Western Produce, Bashas'
Distribution Center, Sportsman's, and Bashas' Dine.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on July 12, 2009 (Bankr. D. Ariz. Case No. 09-16050).
Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C.,
assists the Debtors in their restructuring efforts.  Michael W.
Carmel, Ltd., is the Debtors' co-counsel.  Deloitte Financial
Advisory LLP serves as financial advisors.  Epiq Bankruptcy
Solutions, LLC, serves as claims and notice agent.  In its
bankruptcy petition, Bashas' listed $100 million to $500 million
each in assets and debts.


ANDREW BARROLL: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Andrew Barroll
        Unit 4, 849 Tucker Road
        North Dartmouth, MA 02747

Bankruptcy Case No.: 10-10209

Chapter 11 Petition Date: January 11, 2010

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Frank J. Bailey

Debtor's Counsel: Timothy M. Mauser, Esq.
                  Law Office of Timothy Mauser, Esq.
                  Suite 240, One Center Plaza
                  Boston, MA 02114
                  Tel: (617) 338-9080
                  Fax: (617) 275-8990
                  Email: tmauser@mauserlaw.com

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

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

According to the schedules, the Company has assets of $1,077,614,
and total debts of $1,825,028.

A full-text copy of Mr. Barroll's petition, including a list of
his 20 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/mab10-10209.pdf

The petition was signed by Mr. Barroll.


APPLETON PAPERS: Issues $305-Mil. New 10.50% Senior Sec. Notes
--------------------------------------------------------------
Appleton Papers Inc. 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
identified therein 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 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.

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, 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 and
      the capital stock of the Company and the Note Guarantors, in
      each case subject to certain exceptions, 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:

   * 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;

   * leaseholds; and

   * 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 there from 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.

These 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.

The Senior Secured Notes were issued in reliance upon an exemption
from the registration requirements of the Securities Act of 1933,
as amended  for an offer and sale of securities that does not
involve a public offering.  The Senior Secured Notes and the Note
Guarantees have not been registered under the Securities Act,
and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

Revolving Credit Facility

On February 8, 2010, the Company 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 and each
other subsidiary of PDC that guarantees the Senior Secured Notes
guarantee the Company's obligations under the Revolving Credit
Facility pursuant to the U.S. Guarantee and Collateral Agreement
and Canadian Guarantee and Collateral Agreement.  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, including, without limitation, payment defaults, breaches
of representations and warranties, covenant defaults, certain
events of bankruptcy and insolvency, ERISA violations, judgment
defaults, change of control and cross-defaults to
certain other indebtedness and agreements related to the Fox River
indemnification arrangements.

U.S. Collateral Agreement

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.  Pursuant to the U.S.
Collateral Agreement and subject to the certain exceptions
contained therein, the U.S. Grantors have 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, their
respective obligations under the Indenture governing the Senior
Secured Notes.

Canadian Collateral Agreement

On February 8, 2010, Appleton Papers Canada Ltd. entered into a
collateral agreement in favor of the Collateral Agent.  Pursuant
to the Canadian Collateral Agreement and subject to the certain
exceptions contained therein, the Canadian Grantor has 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.

U.S. Guarantee and Collateral Agreement

On February 8, 2010, the U.S. Grantors entered into a guarantee
and collateral agreement in favor of the Administrative Agent.
Pursuant to the U.S. Guarantee and Collateral Agreement and
subject to the certain exceptions contained therein, the U.S.
Grantors have 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, their respective obligations under the Revolving
Credit Facility.

Canadian Guarantee and Collateral Agreement

On February 8, 2010, the Canadian Grantor entered into a guarantee
and collateral agreement in favor of the Administrative Agent.
Pursuant to the Canadian Guarantee and Collateral Agreement and
subject to the certain exceptions contained therein, the
Canadian Grantor has 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.


BIOBASED TECHNOLOGIES: Court Approves Plan of Reorganization
------------------------------------------------------------
According to SprayFoam.com, the Bankruptcy Court has approved a
plan of reorganization that allows BioBased Technologies to fully
pay all trade creditors and ensures continued funding for the
Company.

The report relates that a private investor from northwest Arkansas
has committed $2.8 million to recapitalize the Company and an
additional $1.5 million line of credit under the Plan.  All
aspects of operations also have been reorganized, streamlined and
refocused at this time.

                     About BioBased Technologies

Fayetteville, Arkansas-based BioBased Technologies LLC, dba
BioBased Systems, BioBased Insulation, and BioBased Chemicals, is
is best known for its soy-based spray foam insulation, its primary
consumer product, which was used in many homes built in northwest
Arkansas over the past several years.  It also manufactures Agrol,
a family of bio-based polyols for use in polyurethane products
such as rigid and flexible molded foam.

The Company filed for Chapter 11 protection on September 1, 2009
(Bankr. W.D. Ark. Case No. 09-74400).  Jill R. Jacoway, Esq., at
Jacoway Law Firm, represents the Debtor.  When it filed for
protection, the Debtor listed assets of between $1 million and
$10 million, and debts of $10 million and $50 million.


BOECKLE PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Boeckle Properties, Inc.
        654 Riverside Drive
        Clayton, NY 13624

Bankruptcy Case No.: 10-30039

Chapter 11 Petition Date: January 11, 2010

Court: United States Bankruptcy Court
       Northern District of New York (Syracuse)

Judge: Margaret M. Cangilos-Ruiz

Debtor's Counsel: Edward J. Fintel, Esq.
                  Edward J. Fintel & Associates
                  P.O. Box 6451
                  430 E. Genesee St., Ste. 205
                  Syracuse, NY 13217-6451
                  Tel: (315) 424-8252
                  Fax: (315) 424-7990
                  Email: ejfintel@aol.com

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

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

According to the schedules, the Company has assets of $1,950,300,
and total debts of $1,303,459.

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

             http://bankrupt.com/misc/nynb10-30039.pdf

The petition was signed by Christopher M. Swartz, president of the
Company.


BRUCE NEVIASER: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Bruce D. Neviaser
        7326 Blackhawk Road
        Middleton, WI 53562

Bankruptcy Case No.: 10-10062

Chapter 11 Petition Date: January 7, 2010

Court: United States Bankruptcy Court
       Western District of Wisconsin,
       http://www.wiw.uscourts.gov(Madison)

Judge: Chief Judge Robert D. Martin

Debtor's Counsel: J. David Krekeler, Esq.
                  15 N. Pinckney Street
                  P.O. Box 828
                  Madison, WI 53701-0828
                  Tel: (608) 258-8555
                  Email: jdkrek@ks-lawfirm.com

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

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

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

The petition was signed by Mr. Neviaser.


BUDDY QUITORIO: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Buddy Quitorio
               Nida  Quitorio
               5640 Silver Bear Way
               Las Vegas, NV 89118

Bankruptcy Case No.: 10-10245

Chapter 11 Petition Date: January 8, 2010

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

Judge: Mike K. Nakagawa

Debtors' Counsel: Charles T. Wright, Esq.
                  Piet & Wright
                  3130 S. Rainbow Blvd., Ste. 304
                  Las Vegas, NV 89146
                  Tel: (702) 566-1212
                  Fax: (702) 566-4833
                  Email: todd.wright@pietwright.com

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

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

According to the schedules, the Company has assets of $1,963,273
and total debts of $2,231,426.

A full-text copy of the Debtors' petition, including a list of
their 20 largest unsecured creditors, is available for free at:

                http://bankrupt.com/misc/nvb10-10245.pdf

The petition was signed by the Joint Debtors.


CABRINI MEDICAL: Sloan-Kettering to Buy Property for $83.1MM
------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Cabrini Medical
Center received permission from the Bankruptcy Court to sell the
property housing its now-closed hospital in Manhattan to Memorial
Sloan-Kettering Cancer Center for $83.1 million.  Sloan-Kettering
outbid another buyer, which had an initial bid of $80 million.
Sloan-Kettering is based on Manhattan's Upper East Side.

Cabrini Medical Center was an operator of an acute care voluntary
hospital on East 19th Street in Manhattan.  The facility ceased
operating as a hospital in March 2008.

The Company filed for Chapter 11 bankruptcy protection on July 9,
2009 (Bankr. S.D.N.Y. Case No. 09-14398).  Frank A. Oswald, Esq.,
at Togut, Segal & Segal LLP assists the Company in its
restructuring efforts.  The Company listed $50,000,001 to
$100,000,000 in assets and $100,000,001 to $500,000,000 in debts.


CARBIZ INC: Halts Operations; Turns Assets Over to Senior Lenders
-----------------------------------------------------------------
CarBiz Inc. and its subsidiaries have turned over all of their
assets to the Company's two senior secured lenders, Dealer
Services Corporation and Wells Fargo Preferred Capital, Inc., and
have ceased operations.

Effective as of the close of business on February 12, 2010, all of
the officers and directors of the Company have resigned their
positions with the Company and its subsidiaries.

On January 18, 2010, CarBiz received a letter from DSC informing
it that DSC was declaring a default under the Fourth Amended and
Restated Loan and Security Agreement, dated February 25, 2009,
among DSC, the Company and its operating subsidiaries, and
accelerating the indebtedness due thereunder, which amount,
according to the letter, is a sum not less than $16,426,810 as of
such date.

In August 2009, the Company was unable to make its monthly
curtailment payment due under the DSC loan agreement.  The Company
negotiated a deferral of that payment to DSC by agreement to a
deferral fee of approximately $350,000, or about $100 per car
securitizing the term loan. Subsequent to that agreement, DSC
ceased funding new inventory under the agreement. This cessation
prevented the Company from replacing sold vehicles and has had a
severe adverse effect on the Company's sales, portfolio growth and
cash flow.  As a further result of the reduction of the Company's
sales and cash flow, the Company was forced to negotiate a
deferral of two additional monthly curtailment payments to DSC in
September and October 2009.  The cost of each monthly deferral was
approximately $350,000. These additional charges caused the
effective interest rate of the DSC debt to be approximately 40% at
October 31, 2009.

On January 21, 2010, the Company received a letter from Wells
Fargo, informing it that Wells Fargo was also declaring a default
under the Loan and Security Agreement, dated June 15, 2009, among
Wells Fargo and the Company's operating subsidiaries, and
accelerating the indebtedness due thereunder, which amount,
according to the letter, was $12,198,848 as of January 21, 2010.

Stanton Heintz, the Company's Chief Financial Officer, said last
month without further funding from DSC or Wells Fargo, and without
the ability to use the payments on the leases and loans that
secure the indebtedness to DSC and Wells which are pledged as
collateral to DSC and Wells Fargo, along with all of the Company's
other assets, the Company will have no ability to make payroll or
pay its other debts, and will likely be forced to file for
bankruptcy in the very near future.

As reported by the Troubled Company Reporter on December 18, 2009,
CarBiz reported a net loss of $2,142,588 for the three months
ended October 31, 2009, from a net loss of $5,811,687 for the year
ago period.  For the nine months ended October 31, 2009, the
Company posted net income of $29,546,348 from a net loss of
$4,255,540 for the year ago period.

At October 31, 2009, Carbiz had $33,994,630 in total assets
against $36,777,723 in total liabilities, resulting in
stockholders' deficiency of $2,783,093.

CarBiz Inc. operates and manages its business in two segments,
which are its used car sales and leasing segment -- CarBiz Auto
Credit -- and consulting and collections services offered to
independent car dealerships -- Consulting and Collections.  CarBiz
operates 25 Buy-Here Pay-Here credit centers throughout the United
States.  The company also provides training, consulting,
performance groups and management services for dealers seeking to
improve their BHPH programs.


CATHOLIC CHURCH: Fairbanks to Auction Pilgrim Hot Springs in March
------------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Catholic Diocese
of Fairbanks, Alaska, has obtained approval from the Bankruptcy
Court to auction Pilgrim Hot Springs on March 5.  As required by
the reorganization plan, Fairbanks has set the opening bid of
$1.85 million from the diocese's endowment fund.  Competing bids
are initially due Feb. 25.  A hearing to consider the results of
the auction will be held Feb. 5.

Proceeds from the sale make up part of the cash going to sexual-
abuse claimants.

The hot springs property has 319 acres and is 46 miles (75
kilometers) north of Nome, Alaska. It once had a greenhouse, bath
house and hot spring pool. It is now being studied for a possible
geothermal project.

                    About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on January 15, 2009.  (Catholic Church Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CBD DEVELOPMENT: Case Summary & 1 Largest Unsecured Creditor
------------------------------------------------------------
Debtor: CBD Development, LLC
        41987 Shore Acres Rd.
        Loon Lake, WA 99148

Bankruptcy Case No.: 10-00060

Chapter 11 Petition Date: January 7, 2010

Court: United States Bankruptcy Court
       Eastern District Of Washington (Spokane/Yakima)

Judge: Patricia C. Williams

Debtor's Counsel: J Craig Barrile, Esq.
                  PO Box 1189
                  Deer Park, WA 99006
                  Tel: (509) 276-7184
                  Fax: (509) 276-2587
                  Email: jcbarrile@barrilelaw.com

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

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

According to the schedules, the Company has assets of $2,020,000
and total debts of $1,105,563.

The Debtor identified Steven County Treasurer with a debt claim
for $11,621 as its largest unsecured creditor. A full-text copy of
the Debtor's petition, including a list of its largest unsecured
creditor, is available for free at:

                http://bankrupt.com/misc/waeb10-00060.pdf

The petition was signed by Charles Lowe, member of the Company.


CENTER 130 LLC: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Center 130, LLC
        P.O. Box 65
        Oak Island, NC 28465

Bankruptcy Case No.: 10-00198

Chapter 11 Petition Date: January 11, 2010

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: George M. Oliver, Esq.
                  Oliver & Friesen, PLLC
                  PO Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  Email: efile@oliverandfriesen.com

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

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

According to the schedules, the Company has assets of $2,551,800,
and total debts of $1,498,700.

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

             http://bankrupt.com/misc/nceb10-00198.pdf

The petition was signed by John Hamilton, member-manager of the
Company.


CFM U.S.: Chapter 11 Case Dismissed by Court
--------------------------------------------
Bill Rochelle at Bloomberg News reports that CFM U.S. Corp. had
its Chapter 11 case dismissed.

In early 2009, CFM U.S. proposed a liquidating plan.  It later
opted not to proceed with the plan, and instead mulled on having
its estate run by a trustee under Chapter 7.

CFM has consummated the sale of substantially all of its assets.
CFM was authorized in July 2008 to sell most of the assets for
$42.5 million after selling other assets in May to two buyers for
$4.6 million.  It was permitted in August to sell real estate in
Huntington, Indiana, for $2 million.

Headquartered in Huntington, Indiana, CFM U.S. Corp. --
http://www.majesticproducts.com/-- manufactured hearth and
heating products and barbecue and outdoor products.  The Company
and its affiliate, CFM Majestic U.S. Holdings, Inc., filed for
chapter 11 protection on April 9, 2008 (Bankr. D. Del. Lead Case
No. 08-10668).  William Pierce Bowden, Esq., at Ashby & Geddes,
represents the Debtors.  The Debtors selected Administar Services
Group LLC as their claims agent.  The U.S. Trustee for Region 3
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors.  Patrick J. Reilley, Esq., at Cole Schotz
Meisel Forman & Leonard, P.A., represents the Committee in these
cases.  As reported in the Troubled Company Reporter on June 18,
2008, the Debtors' summary of schedules showed total assets of
$91,316,300 and total debts of $32,7367,890.


CHERRY TREE CORP: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: The Cherry Tree Corp.
        65 Fourth Ave.
        Brooklyn, NY 11211

Bankruptcy Case No.: 10-40092

Chapter 11 Petition Date: January 7, 2010

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Debtor's Counsel: Bruce D. Mael, Esq.
                  Berkman Henoch et al
                  100 Garden City Plaza-3rd Fl
                  Garden City, NY 11530
                  Tel: (516) 222-6200
                  Email: b.mael@bhpp.com

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

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

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

                http://bankrupt.com/misc/nyeb10-40092.pdf

The petition was signed by James McGown, president of the Company.


CHRYSLER LLC: Seeks to Sell Twinsburg Plant for $27.5 Million
-------------------------------------------------------------
Chrysler LLC, now known as Old Carco LLC, and its affiliates are
asking the U.S. Bankruptcy Court for the Southern District of New
York to approve procedures that will govern the sale of the
Debtors' Twinsburg, Ohio stamping plant and related assets.

The Debtors intend to sell the property under a stalking horse
agreement dated February 12, 2010, with Twinsburg Industrial Park
LLC.  The buyer has offered $27.5 million, subject to higher or
otherwise better offers.  The Debtors have agreed to pay a
$600,000 break-up fee in the event they close a deal with another
buyer.

According to netDockets, the Debtors seek to sell:

     -- 11 parcels of real property totaling 195 acres located at
        2000 East Aurora Road, Twinsburg, Summit County, Ohio
        together with all facilities (including a state-of-the-art
        stamping facility), buildings, fixtures and other
        improvements located thereon and certain ancillary rights
        related thereto;

     -- all intangible property pertaining thereto; and

     -- certain personalty, trade fixtures and equipment located
        and/or used at the Real Property.

In their motion, the Debtors said the assets serve as collateral
for Old Carco's obligations under Chrysler LLC's prepetition first
lien credit agreement.  At present, New Chrysler continues to use
the property and has the right to continue to use the property
through July 31, 2010 pursuant to a Transition Services Agreement
entered into in conjunction with the transactions that led to the
establishment of New Chrysler.  The Debtors said New Chrysler does
not currently pay rent for use of the property but covers all of
the carrying costs and wind-down costs associated with the
property through July 31, 2010.  However, at the end of July, Old
Carco will again be responsible for the carrying costs, which are
estimated to be approximately $2.4 million per year.

The Debtors have proposed this timeline:

     Bid Deadline:      5:00 p.m. (Eastern) on March 5, 2010
     Auction:           10:00 a.m. (Eastern) on March 10, 2010
     Sale Hearing:      10:00 a.m. (Eastern) on March 11, 2010

The minimum overbid for a competing offer is $750,000 (net cash or
cash equivalent consideration).  Competing bidders must also
provide a good faith deposit equal to 10% of the bid's initial
cash purchase price.

                     About Chrysler Group LLC

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

                        About Chrysler LLC

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

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

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


CLEARPOINT BUSINESS: ComVest Purchases Majority Stake
-----------------------------------------------------
ClearPoint Business Resources, Inc., on Tuesday said ComVest
Capital, LLC, purchased a 51% interest in the Company on a fully
diluted basis through the exercise of a warrant.

ComVest serves as the Company's senior lender under a secured
revolving credit facility.

"As the adoption of iLabor continues to increase, we are excited
to have ComVest as a majority stakeholder," stated Michael Traina,
ClearPoint Chairman and CEO.  Traina continued, "It is a true
testament to our company and our business model that a billion
dollar financial institution like ComVest is willing to invest in
the Company and is interested in funding our growth."

In connection with this transaction, directors Brendan Calder,
Dennis Cook, Parker Drew, Harry Glasspiegel, Vahan Kololian and
Michael Perrucci resigned from the Company's board of directors.
Gary E. Jaggard, Chief Executive Officer of ComVest Capital
Advisors, LLC, an affiliate of ComVest Group Holdings, LLC and the
Managing Director of ComVest Capital, LLC, was appointed by the
Company's Board of Directors to serve on the Board.  The Board
also agreed to appoint Robert O'Sullivan, Vice Chairman of ComVest
Group Holdings, LLC, as a member of the Board of Directors upon
the Company's compliance with applicable SEC rules.  Michael
Traina will remain on the board.

"We consistently review each of our portfolio investments and we
have been impressed by iLabor's adoption among the nation's
largest staffing companies," stated Mr. Jaggard, "ClearPoint's
value proposition of immediate revenue increase clearly rings true
with their staffing company clients and we look forward to
continuing to support the Company and taking a more active role in
its growth."

The Company issued the warrant to ComVest in connection with
ComVest's extension of the secured revolving credit facility to
the Company on August 14, 2009.  Under the terms of the Amended
and Restated Revolving Credit Agreement with the Company, ComVest
received the right, in connection with certain events of default,
to exercise its warrant for 51% of the fully-diluted common stock
of the Company.  On February 9, 2010, the Company received a
notice of certain defaults from ComVest under the Amended and
Restated Revolving Credit Agreement, including the Company's
failure to pay ComVest approximately $168,000, in the aggregate,
of accrued interest and a loan modification fee.  The Company is
obligated to issue to ComVest 18,670,825 shares of common stock
and received approximately $18,671 from ComVest as the exercise
price of the warrant.  As a result of this transaction, ComVest
now owns 51% of the Company's fully diluted common stock and
approximately 56.7% of the outstanding common stock of the
Company.  In addition to its majority stockholder position,
ComVest remains the Company's senior secured lender and has waived
existing defaults under the revolving credit facility.

                   About ComVest Group Holdings

The ComVest Group is a private investment firm focused on
providing debt and equity solutions to middle-market companies
with enterprise values of less than $350 million.  Since 1988,
ComVest has invested more than $2 billion of capital in over 200
public and private companies worldwide.  Through its extensive
financial resources and broad network of industry experts, ComVest
offers its portfolio companies financial sponsorship, critical
strategic support, and business development assistance.

                About ClearPoint Business Resources

ClearPoint Business Resources, Inc., is a workplace management
solutions company.  Through the iLabor Network, ClearPoint
provides services to clients ranging from small businesses to
Fortune 500 companies.  The iLabor Network specializes in the
highly transactional "go to work" or "on-demand" segment of the
temporary labor market.  ClearPoint considers the hospitality,
distribution, warehouse, manufacturing, logistics, transportation,
convention services, hotel chains, retail and administrative
sectors among the segments best able to be served by the iLabor
Network.

During the fiscal year ended December 31, 2008, ClearPoint began
to transition its business model from a temporary staffing
provider through a network of branch-based offices or franchises
to a provider that manages clients' temporary staffing needs
through its open Internet portal-based iLabor Network.  ClearPoint
completed this transition during the three months ended June 30,
2008.  Under its new business model, ClearPoint acts as a broker
for its clients and network of temporary staffing suppliers.

ClearPoint derives its revenues from (i) royalty payments related
to client contracts which ClearPoint subcontracted or sold to
other providers of temporary staffing services; (ii) revenues
generated by the iLabor Network; and (iii) revenues related to
VMS.

As of September 30, 2009, the Company had $2,803,735 in total
assets and $27,426,894 in total liabilities, resulting in
$24,623,159 in stockholders' deficit.

                       Going Concern Opinion

Historically, ClearPoint has funded its cash and liquidity needs
through cash generated from operations and debt financing.  At
September 30, 2009, the Company had an accumulated deficit of
$57,278,493 and working capital deficiency of $9,466,342.  For the
nine months ended September 30, 2009, the Company incurred a net
loss of $2,787,950.   Although the Company restructured its debt
and obtained new financing in the third quarter of 2009, cash
projected to be generated from operations may not be sufficient to
fund operations and meet debt repayment obligations during the
next 12 months.  To meet its future cash and liquidity needs, the
Company may be required to raise additional financing and
restructure existing debt.  There is no assurance that the Company
will be successful in obtaining additional financing and
restructuring its existing debt.  If the Company does not generate
sufficient cash from operations, raise additional financing and
restructure existing debt, there is substantial doubt about the
ability of the Company to continue as a going concern.


COACHMEN INDUSTRIES: Gabelli Funds Disclose Equity Stake
--------------------------------------------------------
Mario J. Gabelli's GAMCO Asset Management Inc. disclosed that as
of January 29, 2010, it may be deemed to beneficially own 914,219
shares or roughly 5.65% of the common stock of Coachmen
Industries, Inc.

Mr. Gabelli's Gabelli Funds, LLC, disclosed holding 787,000 shares
or roughly 4.86% of Coachmen stock.

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

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

                           *     *     *

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

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

As reported by the Troubled Company Reporter on February 9, 2010,
Coachmen Industries determined that its accounting treatment of
the transactions with H.I.G. All American, LLC, was incorrect
regarding its 2009 fourth-quarter and full year results, which
were previously released on February 1, 2010.  The Company
cautioned investors not to rely upon those results.


COACHMEN INDUSTRIES: PSERS Reports 1.79% Equity Stake
-----------------------------------------------------
The Commonwealth of Pennsylvania Public School Employees'
Retirement System disclosed that it may be deemed to beneficially
own 289,200 shares or roughly 1.79% of the common stock of
Coachmen Industries, Inc.

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

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

                           *     *     *

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

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

As reported by the Troubled Company Reporter on February 9, 2010,
Coachmen Industries determined that its accounting treatment of
the transactions with H.I.G. All American, LLC, was incorrect
regarding its 2009 fourth-quarter and full year results, which
were previously released on February 1, 2010.  The Company
cautioned investors not to rely upon those results.


COACHMEN INDUSTRIES: Rights Deal With Continental Stock Expires
---------------------------------------------------------------
Coachmen Industries, Inc., disclosed its Shareholder Rights
Agreement, dated as of January 5, 2000, as amended on August 13,
2001 and further amended on October 26, 2009, with Continental
Stock Transfer & Trust Company -- as successor rights agent to
First Chicago Trust Company of New York and National City Bank --
as Rights Agent, and all Rights granted to shareholders of the
Company pursuant to the terms of the 2000 Rights Agreement,
expired as of the close of business on February 1, 2010.

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

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

                           *     *     *

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

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

As reported by the Troubled Company Reporter on February 9, 2010,
Coachmen Industries determined that its accounting treatment of
the transactions with H.I.G. All American, LLC, was incorrect
regarding its 2009 fourth-quarter and full year results, which
were previously released on February 1, 2010.  The Company
cautioned investors not to rely upon those results.


CONSECO INC: Hotchkis & Wiley Holds 5.0% Equity Stake
-----------------------------------------------------
Hotchkis & Wiley Capital Management, LLC, has filed with the
Securities and Exchange Commission Amendment No. 4 to its Schedule
13-G which was initially filed on February 14, 2006.

The CUSIP Number of the common stock is 208464883.

Hotchkis & Wiley Capital Management, LLC disclosed that it may be
deemed to beneficially own shares of Conseco inc's common stock:

                                         Shares
                                         Beneficially
   Company                               Owned         Percentage
   -------                               ------------  ----------
Hotchkis & Wiley Capital Management, LLC  12,501,604      5.0%

A full-text copy of the amended Schedule 13-G is available at no
charge at http://researcharchives.com/t/s?52eb

                        About Conseco Inc.

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

                        *     *     *

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

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


COREL CORP: Cancels Registration of Common Stock
------------------------------------------------
Corel Corp. has filed a Form 15 with the Securities and Exchange
Commission to cancel the registration of its common stock
effective as of February 5, 2010.

Corel Corp. also filed with the Commission Post-Effective
Amendment No. 1 to Form S-8 Registration Statement to terminate
the registration of any of the securities previously registered
that remain unsold under the Company's:

     -- 2003 Share Option and Phantom Unit Plan, as amended;
     -- 2006 Equity Incentive Plan;
     -- Intervideo, Inc. 1998 Stock Plan; and
     -- Intervideo, Inc. 2003 Stock Plan

In January 2010, Corel shareholders approved a stock
consolidation, which represented the second and final step in the
acquisition of Corel by Corel Holdings, L.P., a limited
partnership controlled by an affiliate of Vector Capital.
Following approval of the Consolidation, Corel filed articles of
amendment to effect the consolidation with the result that Corel
is now wholly owned by Corel Holdings, L.P., and its affiliates.

Shareholders other than Corel Holdings, L.P., and its affiliates
are to receive cash consideration of US$4.00 in respect of each
pre-consolidation share held by such holder.

Corel's common shares will be delisted from the NASDAQ stock
market and the Toronto Stock Exchange promptly following the
consolidation, and thereafter Corel will cease to be a reporting
issuer under Canadian law and its reporting obligations under U.S.
securities laws will be suspended.

                         About Corel Corp.

Corel Corp. (NASDAQ:CREL) (TSX:CRE) -- http://www.corel.com/-- is
one of the world's top software companies with more than
100 million active users in over 75 countries.  The Company
provides high quality, affordable and easy-to-use Graphics and
Productivity and Digital Media software.  The Company's products
are sold through a scalable distribution platform comprised of
Original Equipment Manufacturers (OEMs), the Company's global
e-Stores, and the Company's international network of resellers and
retail vendors.

At August 31, 2009, the Company had $189.7 million in total assets
against $199.7 million in total liabilities, resulting in
$10.0 million in shareholders' deficit.

Corel's working capital deficiency at August 31, 2009, was
$10.5 million, an increase of $7.7 million from the November 30,
2008, working capital deficiency of $2.8 million.

In November 2009, Standard & Poor's Ratings Services lowered its
long-term corporate credit ratings on Ottawa-based packaged
software provider Corel Corp. to 'B-' from 'B'.  S&P also lowered
the issue-level rating on the company's senior secured credit
facility by one notch to 'B-' from 'B'.  The '3' recovery rating
on the debt is unchanged.


DANNY'S FAMILY: Sent Units to Chapter 11 on Loan Defaults
---------------------------------------------------------
Danny's Family Cos. filed for Chapter 11 protection on four of its
stores -- Danny's 59th Ave. LLC, Danny's Happy Valley LLC, Danny's
Raintree & Northsight LLC and Danny's Scottsdale & Shea LLC -- in
the U.S. Bankruptcy Court for the District of Arizona after M&I
Marshall & Ilsley Bank sought to have a recevier to control the
company's businesses.

CSP Daily News reports that the Company defaulted on four loans
tied to the stores.  The bank said the amount due was $12.9
million as of January 28, 2010, report relates.

Danny's Family Cos. owns chains of retail stores.


DELPHI CORP: Autoliv to Buy Asian Protection Systems by March 13
----------------------------------------------------------------
In a public statement dated January 28, 2010, Autoliv Inc. will
acquire substantially all of Delphi Automotive LLP's occupant
protection systems operations in Korea and China, pursuant to an
Asian agreement between Autoliv and Delphi.  The acquisition
includes intellectual property, physical assets and a highly
skilled workforce of about 600 associates in Korea and China.
Customers of Delphi's protection systems in Asia include HKMC
(Hyundai) Chery and Tata.

The acquisition of the Asian protection systems assets is
expected to close by March 13, 2010, subject to regulatory
approvals and customary closing conditions.

In November and December 2009, Autoliv purchased Delphi's
protection systems business in Europe and North America.

Autoliv President and Chief Executive Officer Jan Carlson said
that Autoliv is satisfied to have finalized agreements to acquire
virtually all of Delphi's Occupant Protection System assets
worldwide.

                         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: DPH Receives $7.48MM Grant From Energy Department
--------------------------------------------------------------
Delphi Corp. now known as DPH Holdings, along with a team from
Hyundai America Technical Center and academia was recently
nominated by the U.S. Department of Energy (DOE) for a
$7.48 million grant to demonstrate a new high-efficiency vehicle
concept.  A key strategy for achieving the project goals will be a
pioneering low-temperature gasoline combustion system that could
help significantly improve light-duty vehicle fuel economy.

Delphi advanced powertrain systems engineers will partner with
Hyundai America Technical Center, Inc (HATCI); Wisconsin Engine
Research Consultants (WERC); the University of Wisconsin-Madison
(UW); and Wayne State University (WSU).

"This will be a highly synchronized team effort," said John
Kirwan, chief scientist for gasoline engine management systems EMS
and powertrain products, Delphi Powertrain.  "Furthermore, Delphi
is fortunate to be supported by a group of distinguished
organizations with a wide range of capabilities."

Delphi is an industry leader in advanced powertrain technology
development, with new gasoline direct injection (GDi) systems soon
entering production.  Hyundai, the world's fourth largest
automaker has declared GDi among its key technologies to lead the
industry in fuel economy. Hyundai engineers and produces millions
of engines and vehicles globally, adding a unique technology
integration and manufacturing perspective, while WERC and the
universities provide fundamental technology development
capabilities.

"It's an ideal team for taking a highly advanced, pioneering
technology from the concept level to a practical application on a
demonstration vehicle," noted Mr. Kirwan.

The team will use an integrated systems approach for the project,
a methodology for which Delphi is recognized and respected.  A set
of complementary improvements across the powertrain will be
applied so that significant engine efficiencies can be realized at
an affordable cost. Delphi's sophisticated engine management
controls will optimize system efficiency, while meeting emissions
and engine performance goals.  The combustion technology will be
enabled by Delphi's advanced variable valve actuation and GDi
technologies.  The combination of these and other technology
applications is targeted to achieve a 25 percent or greater
improvement in fuel economy at the vehicle level.

In the breakthrough low-temperature combustion concept called
gasoline direct compression ignition, fuel is ignited by
compression rather than by spark, similar to GDi homogeneous
charge compression ignition.  The novel concept offers the
potential for diesel-like efficiency while maintaining very low
emissions.

The four year project is expected to provide many benefits for
Delphi, the U.S. and the entire automotive industry.

"This is a tremendous opportunity for Delphi Powertrain Systems to
demonstrate some of our core competencies and contribute to our
country's economy and energy security," said Jim Zizelman,
engineering director for Delphi Powertrain.  "This funded program
will extend our company's powertrain product portfolio providing
Delphi greater opportunities with our customers."

                        About HATCI

Hyundai America Technical Center, Inc (HATCI), headquartered in
Superior Township, Michigan, near Ann Arbor, is a subsidiary of
Hyundai Motor Co. of Korea.  HATCI provides design and engineering
support and tests and certifies all Hyundai and Kia products sold
in North America.  In addition to the headquarters in Michigan,
HATCI operates two design centers in Irvine, Calif., one
engineering facility in Irvine, two engineering facilities in
Chino, California and the Hyundai California Proving Ground in
California City, California.

                          About WERC

The WERC group represents decades of academic, research and
industry experience, together with practical engine development
knowledge.  WERC, LLC (www.w-erc.com) has extensive engine
modeling experience, and the capability to speed the transfer of
advanced developments from the University environment to industry.

                           About UW

The Engine Research Center of the University of Wisconsin- Madison
-- http://www.erc.wisc.edu-- has a history of more than sixty
years of successful high-level academic research on internal
combustion engines.  The ERC maintains an array of up-to-date
engines, test cells and advanced diagnostics.

                            About WSU

Wayne State University -- http://www.wayne.edu-- is located in
the Motor City.  Founded in 1868, WSU consists of 13 schools and
colleges offering more than 350 major subject areas to over 31,000
graduate and undergraduate students.  Wayne State University is
classified as a Research Intensive University (Very High research
activity), or RU/VH, by the Carnegie Foundation.

                         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: Sells Chassis Facility in Saginaw, Michigan
--------------------------------------------------------
Delphi Automotive LLP sold its former chassis facility at 2328 E.
Genesee in Saginaw, Michigan, to California-based IRG Saginaw LLC
for an undisclosed price, according to The Saginaw News.

Delphi spokesperson Lindsey C. Williams confirmed to The Saginaw
News that the sale of the Chassis Plant was made in January 2010.

TRW Integrated Chassis Systems LLC acquired the Saginaw Chassis
Business in December 2007.  TRW spokesperson John Wilkerson
disclosed that the sale will not affect about 560 workers
employed by TRW at the Chassis Facility, The Saginaw News
disclosed.  TRW remains a tenant of the 912,820-square-foot
Chassis Facility, The Saginaw News added, citing Grubbs & Ellis
Co., a real estate firm that handled the sale.

                         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)


DELTA AIR LINES: Completed Integration With Northwest Feb. 1
------------------------------------------------------------
Delta Air Lines, Inc., completed on February 1, 2010, the
integration of the Northwest Airlines Corp. reservation system,
including the transition of all Northwest flights into the Delta
schedule, migration of Northwest passenger reservations into the
Delta system, and retirement of http://www.nwa.com

Customers who booked Northwest for travel are now booked on
identical Delta flights.  Passengers can use the original
confirmation numbers provided by Northwest to manage itineraries
at http://www.delta.comand check in online or at the airport on
the day of travel, Delta said in an official statement.

"Throughout the integration of Delta and Northwest, we've taken a
phased, deliberate approach to make the transition simple and
seamless for our customers," said Theresa Wise, Delta's senior
vice president and Chief Information Officer.  "In this spirit,
customers previously booked on Northwest are able to check in
using their original reservation information, even if they arrive
at the airport with no prior knowledge of the switch.  We
continue to work around the clock to minimize any potential
impact to our operations and to customers."

Delta has increased customer service agent staffing in airports
and reservation call centers this week to ensure a smooth
experience for customers.

The final regularly scheduled Northwest flight, NW2470, departed
Los Angeles International Airport for Las Vegas, January 30 at
8:45 p.m. PT.  On January 31, at 3 a.m., nwa.com began
redirecting customers to delta.com.

Integrating the Northwest reservation system into Delta's marks
the completion of one of the final merger milestones.  Delta
began rebranding airports worldwide in December 2008.  By March,
customers at more than 100 airports served by Northwest --
including the airline's U.S. hubs in Minneapolis, Detroit and
Memphis -- were checking in at Delta-branded counters and kiosks
and departing from Delta-branded gates.  The final airport,
Philadelphia International Airport, was rebranded January 18,
2010.

In March 2009, all customer-facing employees began wearing
Delta's designer uniforms, and all airport lounges were renamed
Delta Sky Clubs.  Consistent onboard products also were
introduced on all U.S. flights, including expanded food offerings
in First and Economy class and new in-flight entertainment on
many long-haul flights.  The Delta and Northwest loyalty programs
were merged in October 2009 into the world's largest frequent
flyer program, Delta SkyMiles.

As previously reported, Delta obtained final clearance from the
Federal Aviation Administration to operate with Northwest as a
single airline on December 31, 2009 -- a significant milestone in
the Delta-NWA integration efforts.  The Single Operating
Certificate, which was released by the FAA essentially allows
Delta and NWA, as its subsidiary, to operate as a single airline.
It clears the two airlines to use a single carrier code and
combine operations.

Delta closed its merger with Northwest in October 2008.

                      About Delta Air Lines

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

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

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

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

                          *     *     *

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


DELTA AIR LINES: Disappointed at DOT Ruling on Slot Transaction
---------------------------------------------------------------
Delta Air Lines (NYSE: DAL) and US Airways (NYSE: LCC) issued a
statement in response to the U.S. Department of Transportation's
proposed rulemaking on the airlines' previously announced slot
transaction at New York's LaGuardia and Washington's Reagan-
National airports.   In its decision, DOT said it would require
the airlines to divest 20 of the 125 slot pairs involved at New
York-LaGuardia and 14 of the 42 slot pairs at Washington-
National.

"Delta and US Airways are disappointed in the DOT's decision that,
if implemented, would negatively impact the consumer and economic
benefits created by the proposed transaction by divesting 16
percent of the transaction at New York's LaGuardia Airport and 33
percent of the transaction at Washington-National.  Chief among
those benefits is the ability for both airlines to maintain and
add new nonstop service between two of America's top business
markets and small- and medium-sized communities across the United
States.

"Our goal remains to increase access for customers in small
communities to LaGuardia and Washington-Reagan National airports.
We appreciate the thousands of employees, customers and elected
and community leaders who have voiced their support for our
transaction. However, we expect that if this order is implemented
as proposed the transaction will not go forward and significant
consumer benefits will never be realized.  Both airlines will
review the DOT's proposed rulemaking to determine our next
steps."

                      About Delta Air Lines

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

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

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

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

                          *     *     *

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


DELTA AIR LINES: Suspends Service to Humboldt County
----------------------------------------------------
Delta Air Lines has suspended indefinitely all flights to and
from Humboldt County, citing the impact of the slowing economy,
USA Today reports.

Disappointed at Delta's decision, County aviation director
Jacquelyn Hulsey said ridership in 2009 "was good considering the
country's overall economic condition."  Delta spokesman Kent
Landers told the newspaper that the airline "has not ruled out
resuming service in Humboldt County during the summer if the
economy picks up."

The carrier is continuing talks with the county to figure out how
to make the flights more profitable, according to Mr. Landers.

                      About Delta Air Lines

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

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

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

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

                          *     *     *

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


DON FARR MOVING : Updated Case Summary & Creditors List
-------------------------------------------------------
Debtor: Don Farr Moving & Storage Company
        4920 Buttermilk Hollow Road
        West Mifflin, PA 15122

Bankruptcy Case No.: 10-20114

Chapter 11 Petition Date: January 8, 2010

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Donald R. Calaiaro, Esq.
                  Calaiaro & Corbett, P.C.
                  Grant Building, Suite 1105
                  310 Grant Street
                  Pittsburgh, PA 15219-2230
                  Tel: (412) 232-0930
                  Fax: (412) 232-3858
                  Email: dcalaiaro@calaiarocorbett.com

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

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

A list of the Company's 22 largest unsecured creditors is
available for free at:

                http://bankrupt.com/misc/pawb10-20114.pdf

The petition was signed by David Fix, president of the company.


DOYLESTOWN PARTNERS: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Doylestown Partners, Inc.
        14404 North Rd
        Loxahatchee, FL 33470

Bankruptcy Case No.: 10-10299

Chapter 11 Petition Date: January 7, 2010

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Arthur C. Neiwirth, Esq.
                  1 E Broward Blvd #1400
                  Fort Lauderdale, FL 33301
                  Tel: (954) 523-7008
                  Fax: (954) 523-7009
                  Email: aneiwirthcourt@qpwblaw.com

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

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

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

                 http://bankrupt.com/misc/flsb10-10299.pdf

The petition was signed by William J. Reilly, secretary of the
Company.


EAST CAMERON PARTNERS: Reaches Settlement with Sukuk Holders
------------------------------------------------------------
East Cameron Partners L.P. is seeking approval from the Bankruptcy
Court of a settlement, pursuant to Rule 2019 of the Federal Rules
of Bankruptcy Procedure, with prepetition lenders.

According to Blake Goud, in an article posted in CPI Financial, in
2006, East Cameron issued a Sukuk -- Islamic equivalent for bond
-- to raise $165.67 million.  Since fixed income, interest bearing
bonds are not permissible in Islam, Sukuk securities are
structured to comply with the Islamic law and its investment
principles, which prohibits the charging, or paying of interest.
During the expected term of East Cameron's Sukuk, proceeds from
gas production from the two fields flowed to the purchaser special
purpose vehicle, Louisiana Offshore Holdings LLC ("LOH"), and were
shared between East Cameron Partners and the issuer SPV, East
Cameron Gas Company, which passed them along to Sukuk holders with
part paying the 11.25% expected return and part paying down the
principal of the Sukuk.  Investors were provided additional
protection with an over-collateralized overriding royalty interest
("the ORRI") with the right to receive a greater amount of gas
than expected to be necessary to repay the Sukuk investors the
principal and expected return.

On October 16, 2008, on the day East Cameron filed for bankruptcy,
it filed a lawsuit against LOH, ECGC, and Deutsche Bank to prevent
the sale, conveyance of the ORRI utilized by the Debtor to
collateralize a loan from a non-debtor subsidiary.  The suit
sought to recharacterize the transaction and rule that the
overriding royalty interest in the properties actually belongs to
East Cameron and not to the non-debtor entities.

To resolve the suit, as well as other issues relating to the
Debtor's efforts to propose a viable plan of reorganization, the
Debtor and holders of sukuk certificates sold by the Debtor have
engaged extensive arms-length negotiations and have reached a
mutually acceptable agreement as to the terms of a settlement.

Pursuant to the settlement, the Adversary Proceeding will be
dismissed.  Sukuk certificate-holders will pay $500,000 to the
Debtor, which in turn will distribute the amount to creditors
pursuant to a plan.  All of LOH will be assigned to ECGC.

The Sukuk Certificateholders are Camulos Master Fund LP, Cheyne
Capital Management (UK) LLP, The DuPont Pension Trust, Merrill
Lynch, Pierce, Fenner & Smith, Incorporated, and Plainfield Direct
Inc.

                   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 more than $100 million each in assets and
debts.


EAST CAMERON PARTNERS: Proposes to Sell Assets to Secured Lenders
-----------------------------------------------------------------
East Cameron Partners LP is seeking approval from the Bankruptcy
Court to sell the assets to secured lenders.

Absent higher and better bids at an auction, secured lenders,
comprising Cheyne Special Situations Fund LP, Cheyne Vista Fund
LP, Dupont Pension Trust, Camulos Master Fund LP and Plainfield
Direct Inc., will take the assets with a credit bid of $4 million
and payment of $500,000 cash as part of a compromise.

The Debtor is an independent oil and gas exploration and
production company that holds leasehold interests in a producing
gas and condensate field in federal waters off the United States
approximately 20 miles offshore the State of Louisiana.  The
Debtor's sole source of revenue consists of an approximate 8% net
revenue interest in the proceeds generated from the sale of
hydrocarbons produced from the Leasehold Interests.  From this
approximate 8% net revenue interest, the Debtor is, as the working
interest owner, obligated to pay all lease operating costs and
expenses.

The Debtor has operated on a negative cash flow basis due to the
Sukuk structure negotiated by the Debtor's management prior to the
commencement of the case.  According to Blake Goud, in an article
posted in CPI Financial, in 2006, East Cameron issued a Sukuk --
Islamic equivalent for bond -- to raise $165.67 million.  Since
fixed income, interest bearing bonds are not permissible in Islam,
Sukuk securities are structured to comply with the Islamic law and
its investment principles, which prohibits the charging, or paying
of interest.  During the expected term of East Cameron's Sukuk,
proceeds from gas production from the two fields flowed to the
purchaser special purpose vehicle, Louisiana Offshore Holdings
("LOH"), and were shared between East Cameron Partners and the
issuer SPV, East Cameron Gas Company, which passed them along to
Sukuk holders with part paying the 11.25% expected return and part
paying down the principal of the Sukuk.  Investors were provided
additional protection with an over-collateralised overriding
royalty interest ("the ORRI") with the right to receive a greater
amount of gas than expected to be necessary to repay the Sukuk
investors the principal and expected return.

The sale will be subject to competing bids at an auction.

                 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 WEST RESORT: Files for Chapter 11 in Delaware
--------------------------------------------------
Bob Van Voris at Bloomberg News reports that East West Resort
Development V LLP, a developer with resort properties on Lake
Tahoe, filed for Chapter 11 bankruptcy reorganization in
Wilmington, Delaware (Bankr. D. Del. Case No. 10-10452).  Based in
Avon, Colorado, the Debtor said in its petition that it has
between $100 million and $500 million in debts.  Eleven affiliates
also filed for Chapter 11.


EASTMAN KODAK: Amends Credit Agreement with Citicorp USA
--------------------------------------------------------
Eastman Kodak Company, Kodak Canada Inc. and certain subsidiaries
of the Company entered into a second amendment and restated credit
agreement dated as of March 31, 2009, with Citicorp USA, Inc.,
as agent, 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 the Agent

Pursuant to the Amendment, the Company is permitted to incur
additional Permitted Senior Debt of up to $200.0 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.

A full-text copy of the Amended and Restated Credit Agreement is
available for free 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.

                           *     *     *

According to the Troubled Company Reporter on Feb. 15, 2010,
Standard & Poor's Ratings Services revised its rating outlook on
Rochester, New York-based Eastman Kodak Co. to stable from
negative.  All ratings on the company, including the 'B-'
corporate credit rating, were affirmed.  "The 'B-' rating reflects
S&P's concern about Kodak's long-term earnings and cash flow
prospects," noted Standard & Poor's credit analyst Tulip Lim.

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.


EMERICH GIANNOTTI: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Emerich Giannotti
        5 Ridge Road
        Englewood Cliffs, NJ 07632

Bankruptcy Case No.: 10-10368

Chapter 11 Petition Date: January 7, 2010

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

Debtor's Counsel: Jill Cadre, Esq.
                  Cadre Law Firm
                  400 Sylvan Avenue
                  Englewood Cliffs, NJ 07632
                  Tel: (201) 894-1300
                  Email: jill@cadrelaw.com

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

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

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

The petition was signed by Emerich Giannotti.


ENNIS HOMES: Disclosure Statement Wins Bankruptcy Court Approval
----------------------------------------------------------------
Ennis Homes, Inc., received approval from the Hon. Whitney Rimel
of the U.S. Bankruptcy Court for the Eastern District of
California of the adequacy of the disclosure statement for its
Plan of Reorganization dated as of January 22, 2010.  The
Bankruptcy Court approval of the Debtor's disclosure statement
allows the Debtor to commence the solicitation of votes for
confirmation of its Plan.

The Court is yet to issue an order including the schedule in
connection with the solicitation of votes on, and the confirmation
of, the Plan.

According to the Disclosure Statement, the Plan provides for the
general unsecured claims to share pro rate these payments each
year for the five years immediately after the effective date:

   a. the lesser of $400,000 or the Debtor's available cash;

   b. net proceeds from sales of the Debtor's unencumbered assets
      and collection of unencumbered accounts receivable.

The Debtor believe that general unsecured claims will range from
$30 million to $63 million after liquidation of unsecured
creditors collateral depending on the deficiency amounts allowed
to secured creditors.  The general unsecured claims include
deficiency and guaranty claims of Citizens Business Bank of
$22 million, about $20 million of which is only against Ennis Land
Development.

The Debtor intends to borrow money from Bank of America and United
Security Bank.  The Debtor and BofA discussed a loan amounting to
$8 million to refinance indebtedness and finance the development
of residential projects subject to deeds of trust held by BofA.
The contemplated financing with the United Security Bank amounts
to $1 million for the further development of the Williams ranch
Property and for partial pay down of the United Security Bank
loan.

Dismissal of the case or conversion to chapter 7 are alternatives
to Debtor if the Plan is not confirmed.

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

Ennis Homes Inc. is a homebuilder in California.  Ennis Homes was
founded in 1979 by Ben Ennis and has become one of the largest
family owned homebuilders in the Central Valley,.  Son Brian Ennis
serves as President and daughter Pam Ennis acts as Vice President-
Marketing of the Company.

Ennis Homes Inc. filed for Chapter 11 on Feb. 3, 2009 (Bankr. E.D.
Calif. Case No. 09-10848).  Hagop T. Bedoyan, Esq., and Jacob L.
Eaton, Esq., represent the Debtor as counsel.  In its petition,
Ennis Homes listed between $100 million and $500 million each in
assets and debts.


EVERYDAY LOGISTICS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Everyday Logistics LLC
        156 Grandview Ave
        Monsey, NY 10952

Bankruptcy Case No.: 10-22026

Chapter 11 Petition Date: January 7, 2010

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

Debtor's Counsel: Mark A. Frankel, Esq.
                  Backenroth Frankel & Krinsky, LLP
                  489 Fifth Avenue
                  New York, NY 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544
                  Email: mfrankel@bfklaw.com

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

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

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

                http://bankrupt.com/misc/nysb10-22026.pdf

The petition was signed by Eliot Spitzer.


EXIDE TECHNOLOGIES: Wants to Object to Claims Until April 30
------------------------------------------------------------
Reorganized Exide Technologies asks Judge Kevin J. Carey of the
U.S. Bankruptcy Court for the District of Delaware to further
extend through April 30, 2010, the time within which it may object
to certain claims.

Laura Davis Jones, Esq., at Pachulski Stang Zeihl & Jones LLP, in
Wilmington, Delaware, tells the Court that the Debtors have more
than 6,100 proofs of claim that were asserted against them.

As of January 28, 2010, the Reorganized Debtor has filed more
than 50 claims objections and consensually resolved numerous
other claims.  Through the efforts of the Reorganized Debtor, the
Post-confirmation Committee of Unsecured Creditors, and each of
their professionals, approximately 6,049 Claims have been
reviewed, reconciled and resolved, reducing the total amount of
outstanding Claims by more than $3,400,000,000.  Furthermore, the
Reorganized Debtor has completed 19 quarterly distributions to
creditors under the Joint Plan, consisting of distributions on
approximately 2,599 claims for approximately $1,670,000,000, Ms.
Jones says.

Since April of 2009, the Reorganized Debtor has not made any
omnibus claims objection but has made considerable advancements
with respect to the remaining, more complex claims, Ms. Jones
relates.  Despite this substantial progress, the Reorganized
Debtor requires additional time to review and resolve the
approximately 78 remaining claims, Ms. Jones explains.

The amount of remaining Claims consists of those Claims that have
not been paid, allowed, objected to or identified as a Claim that
will be objected to.

The extension will provide the Reorganized Debtor and the
Committee with necessary time to continue to evaluate the claims
filed against the estate, prepare and file additional objections
to Claims and, where possible, consensually resolve claims, Ms.
Jones tells the Court.

The Reorganized Debtor asks the Court that the requested
extension be without prejudice to its right to seek further
extensions of the time within which to object to claims.

The Court will convene a hearing to consider the motion on
April 7, 2010, at 10:00 a.m. Eastern Time.  Objections are due
no later than March 31, 2010, at 4:00 p.m.

By application of Del.Bankr.LR 9006-2, the Reorganized Debtor's
deadline to object to claims has been automatically extended
through and including April 7, 2010, when the Court holds a
hearing to consider the merits of the Debtor's request.

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring.  The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004.  The plan took
effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.

                           *     *     *

As reported by the Troubled Company Reporter on July 9, 2008,
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of reorganized Exide Technologies,
Inc. to 'B3' from 'Caa1'.  Exide carries 'B' issuer credit ratings
from Standard & Poor's.


FILENE'S BASEMENT: Makes Initial Distribution to Creditors
----------------------------------------------------------
Alan Cohen, Chairman of Abacus Advisors LLC and Chief
Restructuring Officer for FB Liquidating Estate (formerly known as
Filene's Basement, Inc.), said that an initial distribution of
dividend checks to Filene's creditors was completed last Friday.

Thus far in the Chapter 11 case, secured creditors have been paid
in full, holders of priority claims and convenience class claims
have received 100% of their allowed claims, and unsecured
creditors have been paid 50% of their allowed claims.  "In total,
over $41 million has been paid to creditors.  Additional dividends
will be paid to unsecured creditors as claims are reconciled," Mr.
Cohen said.  As previously announced, it is expected that 75% or
more of the unsecured claims will be paid.

Elaborating on the disposition of the case, Mr. Cohen said, "In a
Chapter 11, everyone starts from a position of trying to get as
much as they can for their group.  What we try to do is show
people that there are many ways to achieve that goal, without
necessarily harming each other.  We worked with the trade
creditors, the landlords, the employees, the lenders, and their
counsel and advisors not only to protect their interests, but also
to demonstrate that compromises actually benefit everyone while
allowing employees to keep their jobs and permitting the Filene's
Basement name and its retail operations to continue.  If anything,
this case shows how the Chapter 11 process should work."

Mr. Cohen stated, "In the end, this represents a tremendously
successful outcome because jobs were preserved, stores were kept
open and creditors will recover most of their money.  Despite the
fact that people started with very different views about what to
do with Filene's, we were able to forge compromises and build a
consensus that ultimately resulted in maximum recoveries for all
parties."

Filene's Basement voluntarily filed for protection under Chapter
11 of the U.S. Bankruptcy Code on May 4, 2009.  An affiliate of
Syms Corp. (NASDAQ: Syms) acquired substantially all of the
company's assets on June 18, 2009, under a transaction executed
under Section 363 of the Bankruptcy Code, buying leases for 23
Filene's store locations and a distribution center, along with
inventory, fixed assets and equipment at those locations, as well
as certain Filene's contracts, intellectual property, trade names
and related assets.  Syms currently operates Filene's Basement
locations in nine eastern and Midwestern states and the District
of Columbia.

Questions about unsecured claims should be directed to Steve
Goldstein, Corporate Secretary of FB Liquidating Estate, at
stevegoldstein@dswinc.com

or to the attorneys for the Debtors:

     Laura Davis Jones, Esq.
     Pachulski Stang Ziehl & Jones LLP
     919 North Market Street, 17th floor
     Wilmington, DE 19899-8705
     Tel: (302)652-4100

or the attorneys for the Creditors' Committee:

     Lawrence Gottlieb, Esq.
     Cooley Godward Kronish LLP
     1114 Avenue of the Americas
     New York, NY 10036-7798
     Tel: (212) 479-6000

                      About Abacus Advisors

Abacus Advisors -- http://www.abacusadvisors.com/-- is one of the
most experienced turnaround and restructuring firms in the United
States.  The Closter, N.J.-based firm assists companies of all
sizes with comprehensive operational turnarounds, Chapter 11
reorganizations, business wind-downs, real estate dispositions,
and out-of-court restructurings. Founded in 1999, the firm also
has offices in metro Chicago and Boca Raton.

                      About Filene's Basement

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22 on
May 4, 2009, (Bankr. D. Del. Case No. 09-11525).  James E.
O'Neill, Esq., Laura Davis Jones, Esq., Mark M. Billion, Esq.,
Michael Seidl, Esq., and Timothy P. Cairns, Esq. at Pachulski
Stang Ziehl & Jones LLP, represented the Debtors in their
restructuring effort.  Epiq Bankruptcy Solutions serves as claims
and notice agent.  The Debtors listed $50,000,001 to $100,000,000
in assets and $100,000,001 to $500,000,000 in debts.

The Debtor is now formally named FB Liquidating Estate, following
the sale of all of its assets to Syms Corp. in June 2009.


FLEETWOOD ENTERPRISES: Brigade Capital Owns 8.9% of Common Stock
----------------------------------------------------------------
Brigade Capital Management, LLC, has filed with the Securities and
Exchange Commission Amendment No. 1 to its Schedule 13G which was
initially filed on December 19, 2008.

The CUSIP number of the Common Stock is 339099103.

Brigade Capital Management, LLC, et al., disclosed that they may
be deemed to beneficially own shares of Fleetwood Enterprises,
Inc.'s common stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Brigade Capital Management, LLC         18,597,458      8.9%
Brigade Leveraged Capital Structures
  Fund Ltd.                             18,597,458      8.9%
Donald E. Morgan, III                   18,597,458      8.9%

A full-text copy of Brigade Capital's amended Schedule 13G is
available for free at http://researcharchives.com/t/s?52c7

                   About Fleetwood Enterprises

Based in Riverside, California, Fleetwood Enterprises, Inc. was
the second largest manufactured housing maker in the U.S. and the
largest manufacturer of recreational vehicles over 30 feet in
length.

Fleetwood Enterprises listed assets of $560 million against debt
totaling $624 million in its bankruptcy petition.  Fleetwood
Enterprises, together with 19 of affiliates, filed for Chapter 11
protection on March 10, 2009 (Bankr. C. D. Calif. Lead Case No.
09-14254).  Craig Millet, Esq., and Solmaz Kraus, Esq., at Gibson,
Dunn & Crutcher LLP, represent the Debtors in their restructuring
efforts.  FTI Consulting Inc. is the financial advisors to the
Debtors.  The Debtors tapped Greenhill & Co. LLC as its investment
banker.


FLEETWOOD ENTERPRISES: Tennenbaum Capital Owns 11.1% of Stock
-------------------------------------------------------------
Tennenbaum Capital Partners, LLC, has filed with the Securities
and Exchange Commission Amendment No. 2 to its Schedule 13G which
was initially filed on January 8, 2009.

The CUSIP number of the Common Stock is 339099103.

Tennenbaum Capital Partners, LLC, disclosed it may be deemed to
beneficially own shares of Fleetwood Enterprises, Inc.'s common
stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Tennenbaum Capital Partners, LLC        23,225,225     11.1%

The percentage of shares owned is based on approximately
209,229,954 shares of common stock of Fleetwood Enterprises, Inc.,
outstanding as of April 10, 2009, as reported by Fleetwood
Enterprises, Inc., in its quarterly report on Form 10-Q for the
quarterly period ended January 25, 2009, filed with the Securities
and Exchange Commission on April 20, 2009.

A full-text copy of Tennenbaum Capital's amended Schedule 13G is
available for free at http://researcharchives.com/t/s?52c8

                   About Fleetwood Enterprises

Based in Riverside, California, Fleetwood Enterprises, Inc. was
the second largest manufactured housing maker in the U.S. and the
largest manufacturer of recreational vehicles over 30 feet in
length.

Fleetwood Enterprises listed assets of $560 million against debt
totaling $624 million in its bankruptcy petition.  Fleetwood
Enterprises, together with 19 of affiliates, filed for Chapter 11
protection on March 10, 2009 (Bankr. C. D. Calif. Lead Case No.
09-14254).  Craig Millet, Esq., and Solmaz Kraus, Esq., at Gibson,
Dunn & Crutcher LLP, represent the Debtors in their restructuring
efforts.  FTI Consulting Inc. is the financial advisors to the
Debtors.  The Debtors tapped Greenhill & Co. LLC as its investment
banker.


FREESCALE SEMICONDUCTOR: ING Halts $750 Million Bond Issue
----------------------------------------------------------
Bloomberg News reports that ING Prime Rate Trust and other senior
lenders won a court order preventing Freescale Semiconductor Inc.
from issuing $750 million of 10-1/8% senior secured notes due 2018
in the next two days.  New York State Supreme Court Judge Charles
Ramos in Manhattan granted the lenders' request to bar Freescale
from closing "any and all transactions" until he can hold a
hearing on Feb. 18, according to an order the judge signed.

Judge Ramos put off ruling on whether Freescale, the computer
chipmaker bought by firms led by Blackstone Group LP in 2006, has
violated its credit agreement with the senior secured lenders.
Lenders alleged in a lawsuit last March that Freescale breached
its contract by issuing and seeking to issue about $1 billion in
incremental term loans to finance a debt-for-loans.

                        $750-Mil. Bond Issue

Freescale Semiconductor expected the sale of the notes to close
February 19, 2010, subject to certain closing conditions,
including receipt of consents from a majority of the lenders to
amend the company's senior secured credit facilities and receipt
of consents from lenders with respect to at least $1 billion in
principal amount of the term loans under the senior secured credit
facilities to extend the maturity of their term loans.

All of the proceeds from the offering will be used to repay
indebtedness outstanding under the senior secured credit
facilities at par.

                      Fourth Quarter Results

The Company said net sales for the fourth quarter of 2009 were
$951 million, compared to $893 million in the third quarter of
2009 and $940 million in the fourth quarter last year.

The reported loss from operations for the three months ended Dec.
31, 2009, inclusive of $148 million of reorganization costs, was
$261 million, compared to a loss of $261 million in the third
quarter of 2009 and a loss of $4.17 billion in the fourth quarter
of 2008.

Adjusted operating earnings for the three months ended Dec. 31,
2009 were $59 million compared to earnings of $12 million in the
third quarter of 2009 and a loss of $116 million in the fourth
quarter of 2008.

Earnings before Interest, Taxes, Depreciation and Amortization
(EBITDA), was $168 million for the fourth quarter of 2009,
compared to $119 million in the third quarter of 2009 and $17
million for the fourth quarter of 2008.

A full-text copy of the news release explaining the fourth quarter
results is available at http://researcharchives.com/t/s?531b

                   About Freescale Semiconductor

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

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


FREESCALE SEMICONDUCTOR: Has Requisite Votes for Notes Issuance
---------------------------------------------------------------
Freescale Semiconductor Inc. received the requisite consents to
amend its senior secured credit facilities from lenders
representing more than 88% of the indebtedness outstanding under
the Credit Facility.  The amendment, among other things, allows
Freescale to:

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

   * issue $750 million aggregate principal amount of senior
     secured notes;

   * issue additional senior secured notes to be secured on a pari
     passu basis with the obligations under the Credit Facility,
     so long as, among other things, the net cash proceeds from
     any future issuances of senior secured notes are used to
     prepay amounts outstanding under the Credit Facility at par.

In addition, lenders under the Credit Facility have agreed to
extend the maturity of at least $1.9 billion aggregate principal
amount of their term loans.

The extension of the term loans thereunder and the issuance of the
$750 million of senior secured notes are expected to close on
February 19, 2010.

                   About Freescale Semiconductor

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

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


GARY DERUSSO: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Gary A. DeRusso
        40 Hyspot Road
        Greenfield, NY 12833

Bankruptcy Case No.: 10-10054

Chapter 11 Petition Date: January 11, 2010

Court: United States Bankruptcy Court
       Northern District of New York (Albany)

Judge: Chief Judge Robert E. Littlefield Jr.

Debtor's Counsel: Christian H. Dribusch, Esq.
                  Patroon Building, 5 Clinton Square
                  Albany, NY 12207
                  Tel: (518) 436-1662
                  Fax: (518) 432-1996
                  Email: cdribusch@nycap.rr.com

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

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

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

The petition was signed by Mr. DeRusso.


GENERAL GROWTH: Simon Makes $10 Billion Offer for Assets
--------------------------------------------------------
Simon Property Group, Inc., on Tuesday said it has made a written
offer to acquire General Growth Properties, Inc. (OTC Pink Sheets:
GGWPQ) in a fully financed transaction valued at more than
$10 billion, including approximately $9 billion in cash.

Simon's offer would provide a 100% cash recovery of par value plus
accrued interest and dividends to all General Growth unsecured
creditors, the holders of its trust preferred securities, the
lenders under its credit facility, the holders of its Exchangeable
Senior Notes and the holders of Rouse bonds, immediately upon the
effectiveness of a definitive transaction agreement.  This
consideration to creditors totals approximately $7 billion.

General Growth shareholders would receive more than $9.00 per
General Growth share, consisting of $6.00 per share in cash and a
distribution of General Growth's ownership interest in the Master
Planned Community assets valued by General Growth at more than
$3.00 per share.

Simon is also prepared to offer Simon common equity instead of the
cash consideration, in whole or in part, as payment to those
General Growth shareholders or creditors who would prefer to
participate in the upside of owning stock in Simon.  Under Simon's
offer, the existing secured debt on General Growth's portfolio of
assets would remain in place.

According to The New York Times, it wasn't immediately clear how
General Growth's biggest stakeholder, William A. Ackman's Pershing
Square Capital Management, would respond to Simon's offer.  In a
December presentation, NY Times notes, Mr. Ackman said that based
on a comparison with publicly traded rivals, he believed General
Growth was worth at least $24 a share.

The Official Committee of General Growth's Unsecured Creditors has
advised Simon that it supports the Simon offer, and encourages
General Growth to engage with Simon promptly to allow the proposed
transaction to be considered by General Growth's creditors and
shareholders as soon as possible.

David Simon, Chairman and Chief Executive Officer, said, "Simon's
offer provides the best possible outcome for all General Growth
stakeholders.  Simon is in the unique position of being able to
offer General Growth creditors and shareholders full, fair and
immediate value.  Our offer provides much-needed certainty to
conclude General Growth's protracted reorganization process.  We
are confident it is the best option for all General Growth
constituencies and far superior to any other third-party proposal
or stand-alone plan that could be completed."

Mr. Simon continued, "This acquisition also offers a compelling
value-creation opportunity for Simon shareholders.  Simon's strong
track record of successfully completing large acquisitions and our
history of delivering superior property-level performance ideally
position Simon to create additional value with General Growth's
portfolio."

Michael Stamer, counsel for the Official Committee of General
Growth's Unsecured Creditors, said, "Full cash payment to all
unsecured creditors and the substantial recovery for equity
holders that Simon has proposed would be a great result.  We fully
support and encourage prompt engagement by the company with
Simon."

The transaction is not subject to a financing condition and would
be financed through Simon's cash on hand and through equity co-
investments in the acquisition by strategic institutional
investors, with the balance coming from Simon's existing credit
facilities. Simon expects the transaction to be immediately
accretive to its Funds From Operations in the first year after
closing.

Simon's offer is subject to confirmatory due diligence, which it
believes can be completed within 30 days, and customary
proceedings in the General Growth bankruptcy process, including
bankruptcy court and creditor approvals.  The transaction is also
subject to negotiation of a definitive transaction agreement
between Simon and General Growth which would provide for
reasonable certainty of closing.  Simon believes this can be
accomplished promptly, simultaneously with the completion of
confirmatory due diligence.

Lazard Ltd., J.P. Morgan and Morgan Stanley are acting as
financial advisors to Simon and Wachtell, Lipton, Rosen & Katz is
serving as legal advisor.

                           *     *     *

A full-text copy of Simon's February 16 letter to General Growth:

     February 16, 2010

     Board of Directors
     General Growth Properties, Inc.
     110 North Wacker Drive
     Chicago, Illinois  60606

     Ladies and Gentlemen:

     It has now been more than a week since we met with your lead
     director, your CEO and your financial advisors and formally
     proposed to acquire GGP in a transaction that would provide a
     full cash recovery (par plus accrued interest and dividends)
     to GGP's unsecured creditors, the holders of its trust
     preferred securities, the lenders under the GGP credit
     facility, and the holders of Exchangeable Senior Notes, and
     in which holders of GGP common stock would receive both $6.00
     per share in cash and all of GGP's ownership interests in the
     MPC assets, for a total value of more than $9.00 per GGP
     share.  As we advised you, we are also willing to discuss
     consideration consisting (in whole or in part) of Simon
     common equity in lieu of the cash portion of the
     consideration to GGP's stockholders, and perhaps certain of
     its unsecured creditors, for those who would prefer to
     participate in the upside associated with owning Simon stock.
     As you also know, our transaction would not be subject to any
     financing contingency.

     We have not received a substantive response to this offer
     from GGP or its advisors, nor any indication that you are
     prepared to enter into serious discussions so as to make our
     offer available to your shareholders and creditors.

     Accordingly, we are today making our offer public. The
     official committee of unsecured creditors of GGP strongly
     supports our offer and will encourage GGP to engage with
     Simon without delay, so as to allow our proposed transaction
     to be made available to GGP's creditors and shareholders, and
     GGP to achieve a prompt and successful conclusion to its
     reorganization proceedings. We urge you to instruct your
     management and financial and legal advisors to immediately
     engage seriously with us, so that GGP and its creditors and
     shareholders can obtain the benefit of our proposed
     transaction -- which provides for full and fair payment to
     all constituencies, is not subject to an extended period of
     market risk or other unforeseeable contingencies, and does
     not entail dilution of GGP's existing equity interests -- and
     GGP can achieve a prompt and successful conclusion to its
     reorganization proceedings.

     As we have previously stated, our offer is not open-ended,
     particularly given the uncertain economic environment that
     exists today.  We look forward to hearing from you forthwith
     and to working together to consummate a transaction.

     Very truly yours,

     David Simon
     Chairman of the Board and
     Chief Executive Officer

     cc:  Official Committee of Unsecured Creditors

A full-text copy of Simon's February 8, 2010 offer letter to
General Growth:

     February 8, 2010

     Mr. Glenn Rufrano
     Lead Director
     Mr. Adam Metz
     Chief Executive Officer
     General Growth Properties, Inc.
     110 North Wacker Drive
     Chicago, Illinois  60606

     Dear Glenn and Adam:

     We are prepared to acquire General Growth Properties, Inc.
     ("GGP") in an all-cash transaction which will result in a
     favorable outcome for all of GGP's creditors and
     shareholders, and a prompt conclusion to GGP's reorganization
     proceedings.  This letter is intended to provide you with the
     specifics of our proposal which are outlined below.

       Consideration.  Simon Property Group, L.P. ("Simon") would
       provide a full cash recovery (par plus accrued interest and
       dividends) to GGP's unsecured creditors, the holders of its
       trust preferred securities, the lenders under the GGP
       credit facility, and the holders of Exchangeable Senior
       Notes.  Simon would also pay the holders of GGP common
       stock $6.00 per share in cash, and distribute to them all
       of GGP's ownership interests in the MPC assets.  We are
       willing to discuss consideration consisting (in whole or in
       part) of Simon common equity in lieu of the cash portion of
       the consideration to GGP's stockholders, and perhaps
       certain of its unsecured creditors, for those who would
       prefer to participate in the upside associated with owning
       Simon stock.

       We believe the current trading value of GGP's common
       already includes a takeover premium, and given its high
       percentage of insider ownership and the fact that the stock
       trades in an over-the-counter securities market, reflects a
       price that cannot be realized in a stand alone
       reorganization.  Any reorganization has a highly uncertain
       outcome which can be achieved only after an extended period
       of time, while incurring considerable additional expense,
       and may result in significant dilution of the current
       equity holders to the extent creditor claims are satisfied
       through the issuance of additional equity and/or GGP is
       recapitalized with proceeds from the issuance of new
       equity.

       No Financing Contingency.  We have, or have access to, all
       of the financial resources required to consummate this
       transaction, and the transaction would not be subject to
       any financing contingency or condition.

       Due Diligence.  The terms described above are based on
       publicly available information and subject to confirmatory
       due diligence.  We and our team of advisors have thoroughly
       analyzed GGP, its assets and the ongoing bankruptcy
       proceedings, based upon publicly available information, and
       we are prepared to proceed immediately to undertake and
       complete confirmatory due diligence and to enter into and
       consummate this transaction as promptly as possible.  Simon
       has an unmatched track record of completing large and
       successful acquisitions, and we are prepared to commit the
       resources necessary to address all issues and finalize a
       mutually beneficial transaction between our two companies.

     We are convinced that a transaction with Simon is superior to
     any proposal you may be contemplating.  We trust that when
     considering our proposal, you will take into account the many
     benefits of having GGP's equity holders receive full and fair
     compensation for their interest versus the uncertain value in
     any other scenario.  The fact that the proposal is all cash
     and pays unsecured creditors in full will bring certainty to
     the reorganization process and accelerate its completion
     which will have the added benefit of eliminating GGP's
     significant bankruptcy related expenses.

     Our proposal is not open-ended, particularly given the
     uncertain economic environment that exists today.  We look
     forward to hearing from you soon and working together to
     consummate a transaction.


     Very truly yours,

     David Simon
     Chairman of the Board and
     Chief Executive Officer

     cc:    Official Committee of Unsecured Creditors

Simon Property Group, Inc. -- http://www.simon.com/-- is an S&P
500 company and the largest public U.S. real estate company.
Simon is a fully integrated real estate company which operates
from five retail real estate platforms: regional malls, Premium
Outlet Centers(R), The Mills(R), community/lifestyle centers and
international properties. It currently owns or has an interest in
382 properties comprising 261 million square feet of gross
leasable area in North America, Europe and Asia. The Company is
headquartered in Indianapolis, Indiana and employs more than 5,000
people worldwide.  Simon Property Group, Inc. is publicly traded
on the NYSE under the symbol SPG.

                  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: Finds Simon Property Group's Offer Too Low
----------------------------------------------------------
General Growth Properties, Inc., has received from Simon Property
Group, Inc., an unsolicited indication of interest to acquire GGP
for $10 billion.

General Growth reiterates its process for exploring all potential
alternatives for emergence from bankruptcy and maximizing value
for all of GGP's stakeholders.  These alternatives include a
stand-alone restructuring funded with institutional equity capital
as well as potential business combinations.

In response to Simon's indication of interest, GGP has invited
Simon to participate in the Company's process, so that GGP may
evaluate Simon's indication of interest in the context of other
strategic options.  The Company intends to complete this process
in an efficient and expeditious manner.

Simon Property is offering to pay $7 billion to creditors and
nearly $3 billion to shareholders in a deal that would combine the
two largest U.S. shopping mall owners.  The proposal by Simon
calls for paying off General Growth's unsecured creditors and
giving its equity holders $6 a share, or roughly $1.9 billion,
plus an additional $3 from a spin-off of the master-planned
communities General Growth owns.

In a letter sent a to David Simon, Chairman of the Board and Chief
Executive Officer, GGP said it has "concluded based on discussions
with other interested parties that it is not sufficient to preempt
the process we are undertaking to explore all avenues to emerge
from Chapter 11 and maximize value for all the Company's
stakeholders."

GGP's Adam Metz said in its letter to Simon Property, "The Company
and its advisors have been working over the past several months to
prepare the Company to launch this process.  We will be providing
detailed information on the Company, including a confidential
information memorandum, financial projections, and asset level
information to participants.  We will also provide access to an
electronic data room.  As we are committed to fully exploring all
potential options available to the Company, we would like to
include Simon as part of this process.  We believe the information
we would provide to you as part of this process will enable you to
better understand the Company, get to a higher valuation, and
provide a fully documented offer."

                       Rival Bidders Could Emerge

According to Reuters, by making its offer public, Simon appears to
be trying to pressure General Growth to negotiate.  The move could
prompt others to make a play for second-largest U.S. mall owner.

Reuters relates that with the backing of General Growth's
committee of unsecured creditors, Simon's offer has an early
advantage.  But any deal must win approval of the bankruptcy
court, and Simon may face opposition from General Growth's board
and others.

According to the Reuters report, one major investor who could
affect the outcome is fund manager William Ackman of Pershing
Square Capital, who has argued that General Growth's stock is
worth $24 to $43 a share.  Mr. Ackman, who controls 25% of the
General Growth shares, is also a significant bond holder and is on
the board.

General Growth has been negotiating for Brookfield Asset
Management Inc. to provide the company billions of dollars in
capital to emerge from bankruptcy, the Wall Street Journal
reported on its Web site, without citing its sources.

                  About General Growth Properties

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

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

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


GENERAL MOTORS: Vice Chairman Lutz Says Execs Are Underpaid
-----------------------------------------------------------
Robert Snell at The Detroit News reports General Motors Co.'s Vice
Chairman Bob Lutz said last week GM's top 25 senior executives are
"way, way, way" underpaid "given the rigors of the job and demands
and the accountability."

According to Detroit News, Mr. Lutz's comments came as Treasury
officials review the 2010 pay for GM executives, whose salaries
must be approved by the agency's pay czar, Ken Feinberg.

Mr. Snell says the GM executives' compensation is expected to
include GM stock, which might start being sold to the public late
this year. If the stock appreciates, top executives could be in
for a windfall.  But right now, salaries are lagging the market
for top executives, Mr. Lutz said in an interview Friday with The
Detroit News on the sidelines of the National Automobile Dealers
Association annual convention.

"Right now, that isn't a problem, but over time, clearly a company
that under compensates senior executives is going to have a
retention or recruiting problem," Mr. Lutz added.

Detroit News says Mr. Lutz was also asked to comment regarding the
Toyota Motor Corp. recall.  According to Mr. Lutz, the Toyota
recall is "bad for the whole industry. We hope it goes away as
soon as possible.  "We have been carefully briefed to stay away
from any pronouncements regarding our No. 1 Japanese competitor,"
he told the crowd, before adding, "see me privately."


                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GREEN BUILDERS: Earns $202,850 in December 31 Quarter
-----------------------------------------------------
Green Builders, Inc., reported net income of $202,580 on total
revenues of $2.9 million for the three months ended December 31,
2009, compared to a net loss of $1.7 million on total revenues of
$4.6 million for the same period ended December 31, 2008.

During the three months ended December 31, 2009, home sales
accounted for approximately 81% of revenues.  For the three months
ended December 31, 2009, the Company had ten home closings at an
average sales price of $237,000.  During the three months ended
December 31, 2008, home sales accounted for approximately 93% of
revenues.  For the three months ended December 31, 2008, there
were seventeen home closings with an average sales price of
$249,000.

Results for 2009 include a $1.7 million gain on restructured debt.

In November 2009, the Company received a notice of foreclosure
sale from each of its three remaining lenders for the New Sweden
tract.  The promissory notes are secured by a deed of trust
creating a lien upon the 166.47 acres of tract of land in the New
Sweden project.  The foreclosure sale for each of these notes
occurred on December 1, 2009.  The note was a nonrecourse note and
the gain resulting from the foreclosure was $419,041.

In January 2009, the Company entered into an agreement with Graham
Mortgage Capital to modify the debt agreement for the $7.3 million
loan for property in Rutherford West and the $4.7 million loan for
New Sweden.  Effective January 1, 2009, the Company began paying
2% interest on each loan and accrued an additional 12% interest on
the loan.  Per the agreement, in the event that the property was
not sold by December 31, 2009, and provided that all modified
interest payments and real estate taxes for 2009 had been paid,
the Company would exchange mutual releases with Graham, the
corporate guaranty would be returned, and the Deed (in lieu of
foreclosure) would be released.   As of December 31, 2009, the
Company xchanged mutual releases with Graham and the property was
deeded (in lieu of foreclosure) back to Graham.

The gain resulting from the deed (in lieu of foreclosure) from the
Rutherford West project was $1,029,820.

The gain resulting from the deed (in lieu of foreclosure) from the
New Sweden project was $223,492.

                          Balance Sheet

At December 31, 2009, the Company's balance sheets showed
$14.3 million in total assets and $24.0 million in total
liabilities, resulting in a $9.7 million shareholders' deficit.

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?52c4

                   Going Concern and Liquidity

The Company has experienced significant losses and expects to
continue to generate negative cash flows.  "This raises
substantial doubt about its ability to continue as a going
concern."

On December 31, 2009, the Company had approximately $576,000 in
cash and cash equivalents.  The Company's current operations and
future growth will require substantial amounts of cash for earnest
money deposits, development costs, interest payments and
homebuilding costs.  Until the Company begins to sell an adequate
number of lots and homes to cover its monthly operating expenses,
sales and marketing expenses, general and administrative costs,
and interest payments, cash will continue to be depleted.  Due to
current market conditions and slow home and land sales, the
Company anticipates that it will need additional capital to
support operations for the next twelve months.

Land and homes under construction comprise the majority of the
Company's assets.  These assets have suffered devaluation due to
the downturn in the housing and real estate market for central
Texas.  The Company is considering selling tracts of commercial
and residential land in order to increase sales revenues and
increase cash.

At December 31, 2009, the Company's wholly owned subsidiary,
Wilson Family Communities, Inc. (WFC), was not in compliance with
the net worth covenant and working capital covenant under the
Company's $10.8 million credit facility with a syndicate of banks
led by RBC Bank.  If WFC continues to be out compliance with these
covenants and does not receive forbearance for these covenants,
WFC's obligation to repay indebtedness outstanding under the
credit facility, its term loans, and its outstanding note
indentures could be accelerated in full.  It is anticipated by the
Company's management that the Company will no longer have access
to this line of credit to construct homes for sale.  Green
Builders guaranteed the obligations of WFC under the credit
facility.

                       About Green Builders

Austin, Texas-based Green Builders, Inc. (Pink Sheets: GRBU) --
http://www.greenbuildersinc.com/-- a land acquisition,
development, homebuilding and remodeling company, is a pioneer for
mass-appealing "green" homes and communities.  The Company's green
remodeling program currently caters to existing homeowners in the
Austin, Texas area.


HALCYON MUSIC PUBLISHING: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Halcyon Music Publishing, LLC
        8455 Beverly Blvd, Suite 600
        Los Angeles, CA 90048

Bankruptcy Case No.: 10-10851

Debtor-affiliates filing separate Chapter 11 petitions August 17,
2009:

        Entity                                     Case No.
        ------                                     --------
T Asset Acquisition Company, LLC                   09-31853
Halcyon Holding Group, LLC
   dba The Halcyon Company                         09-31854
Dominion Group                                     09-31855

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Halcyon Games, LLC                                 10-10852

Chapter 11 Petition Date: January 9, 2010

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

Debtor's Counsel: Monserrat Morales, Esq.
                  10100 Santa Monica Blvd., Ste 1450
                  Los Angeles, CA 90067
                  Tel: (310) 552-3100
                  Fax: (310) 552-3101
                  Email: mmorales@pwkllp.com

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

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

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

The petition was signed by Derek Anderson.


INTERNATIONAL BARRIER: Posts $124,000 Loss in December Quarter
--------------------------------------------------------------
International Barrier Technology Inc. reported a net loss of
$124,181 on sales of $790,773 for the three months ended
December 31, 2009, compared to a net loss of $164,079 on sales of
$1,123,344 for the same period of the prior year.

For the six months ended December 31, 2009, the Company had a net
loss of $329,821 on sales of $1,372,253, compared to a net loss of
$158,314 on sales of $2,709,911 for the same period in 2008.

The Company reported a foreign exchange loss included in other
income of $695 for the three months ended December 31, 2009,
compared to a foreign exchange loss of $72,140 during the same
period in 2008.  Year-to-date, the foreign exchange gain is
$10,346, compared to a foreign exchange loss of $68,576 for the
same period of 2008.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed $4,350,034 in total assets, $1,515,711 in total
liabilities, and $2,834,323 in total stockholders' equity.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $443,212 in total current
assets available to pay $844,644 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?52c5

                       Going Concern Doubt

At December 31, 2009, the Company had an accumulated deficit of
$13,256,800 (June 30, 2009 - $12,926,979) since its inception and
expects to incur further losses in the development of its
business, all of which casts substantial doubt about the Company's
ability to continue as a going concern.  The Company's ability to
continue as a going concern is dependent upon its ability to
generate future profitable operations and/or to obtain the
necessary financing to meet its obligations and repay its
liabilities arising from normal business operations when they come
due.  Management has no formal plan in place to address this
concern but is considering obtaining additional funds by private
placement equity financings.

                   About International Barrier

Headquartered in Watkins, Minnesota, International Barrier
Technology Inc. develops, manufactures and markets proprietary
fire resistant building materials branded as Blazeguard in the
United States of America.  The Company owns the exclusive U.S. and
international rights to the Pyrotite fire retardant technology.
The Company was incorporated under the British Columbia Company
Act and is publicly traded on the TSX Venture Exchange in Canada
("TSX-V") and the OTC Bulletin Board in the United States of
America.


JACK RICOTTA: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Jack Francis Ricotta
          aka Gioacchino Ricotta
        34 Rolling Hills Lane
        Harrison, NY 10528

Bankruptcy Case No.: 10-22020

Chapter 11 Petition Date: January 7, 2010

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

Judge: Wesley W. Steen

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  Rattet, Pasternak & Gordon Oliver, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  Email: jsp@rattetlaw.com

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

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

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

The petition was signed by Mr. Ricotta.


JAMES MCCLUNG: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: James R. McClung
                 aka J.R. McClung
                 aka Jim McClung
               Wilma W. McClung
               42 Bingham Street
               Prestonsburg, KY 41653

Bankruptcy Case No.: 10-00237

Chapter 11 Petition Date: January 7, 2010

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtors' Counsel: Buddy D. Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  Email: Buddy@tampaesq.com

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

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

According to the schedules, the Company has assets of $3,090,706,
and total debts of $1,987,837.

A full-text copy of the Debtors' petition, including a list of
their 20 largest unsecured creditors, is available for free at:

                http://bankrupt.com/misc/flmb10-00237.pdf

The petition was signed by the Joint Debtors.


JAMES RANDAL STEVENSON: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Joint Debtors: James Randal Stevenson
                 aka Randy Stevenson
                 dba Double S Livestock
                 fdba Double S Livestock & Feeders
                 fdba Double S Feeders
               Charlene Diana Stevenson
                 aka Charlie Stevenson
                 135 N. Hightower Road
                 Wheatland, WY 82201

Bankruptcy Case No.: 10-20021

Chapter 11 Petition Date: January 11, 2010

Court: United States Bankruptcy Court
       District of Wyoming (Cheyenne)

Judge: Peter J. McNiff

Debtors' Counsel: Ken McCartney, Esq.
                  The Law Offices of Ken McCartney, P.C.
                  P.O. Box 1364
                  Cheyenne, WY 82003
                  Tel: (307) 635-0555
                  Fax: (307) 635-0585
                  Email: bnkrpcyrep@aol.com

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

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

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

The petition was signed by the Joint Debtors.


JEFFREY FUNKE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Jeffrey N. Funke
        1410 W. Superior
        Chicago, IL 60622

Bankruptcy Case No.: 10-00682

Chapter 11 Petition Date: January 8, 2010

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

Judge: Susan Pierson Sonderby

Debtor's Counsel: Robert A. Habib, Esq.
                  Law Office of Robert Habib
                  77 W. Washington Street, Suite 411
                  Chicago, Il 60602
                  Tel: (312) 201-1421
                  Fax: (312) 673-2110
                  Email: robert_habib@hotmail.com


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

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

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

                 http://bankrupt.com/misc/ilnb10-00682.pdf

The petition was signed by Mr. Funke.


JETBLUE AIRWAYS: BlackRock Reports 6.29% Equity Stake
-----------------------------------------------------
BlackRock Inc. reports that as of December 31, 2009, it may be
deemed to beneficially own 18,270,297 shares or roughly 6.29% of
the common stock of JetBlue Airways Corporation.

JetBlue Airways Corp., based in Forest Hills, New York, operates a
low-cost, point-to-point airline from a hub in New York.  JetBlue
serves 60 cities with 600 daily non-stop flights.

The Company reported $6.55 billion in total assets, $1.16 billion
in total current liabilities, $2.92 billion long-term debt and
capital lease obligations, $529 million construction obligation,
$397 million deferred taxes and others resulting to a
$1.53 billion stockholders' equity, as of Dec. 31, 2009.

                            *    *    *

According to the Troubled Company Reporter on Jan. 28, 2010,
Moody's Investors Service raised its ratings of JetBlue Airways,
Corp.; corporate family and probability of default ratings each to
Caa1 from Caa2.  Moody's also raised by one notch, its debt
ratings on the 3.75% Senior Unsecured Convertible Notes due 2035
to Caa3 from Ca, the respective Class G tranches of the Enhanced
Equipment Trust Certificates Series 2004-2 to B1 from B2, and the
Spare Parts EETC to Ba1 from Ba2, the Class B tranche of the Spare
Parts EETC to B2 from B3 and the senior unsecured industrial
revenue bonds to Caa3 from Ca.  Moody's also affirmed the SGL-3
Speculative Grade Liquidity rating and changed the outlook to
positive from stable.


JETBLUE AIRWAYS: Federated Investors Discloses 5.64% Stake
----------------------------------------------------------
Federated Investors, Inc.; Voting Shares Irrevocable Trust; John
F. Donahue; Rhodora J. Donahue; and J. Christopher Donahue
disclosed that as of December 31, 2009, they may be deemed to
beneficially own 16,385,139 shares or roughly 5.64% of the common
stock of JetBlue Airways Corporation.

Federated Investors is the parent holding company of Federated
Equity Management Company of Pennsylvania and Federated Global
Investment Management Corp., which act as investment advisers to
registered investment companies and separate accounts that own
shares of common stock in JetBlue.  The Investment Advisers are
wholly owned subsidiaries of FII Holdings, Inc., which is wholly
owned subsidiary of Federated Investors, Inc., the Parent.  All of
the Parent's outstanding voting stock is held in the Voting Shares
Irrevocable Trust for which John F. Donahue, Rhodora J. Donahue
and J. Christopher Donahue act as trustees.

JetBlue Airways Corp., based in Forest Hills, New York, operates a
low-cost, point-to-point airline from a hub in New York.  JetBlue
serves 60 cities with 600 daily non-stop flights.

The Company reported $6.55 billion in total assets, $1.16 billion
in total current liabilities, $2.92 billion long-term debt and
capital lease obligations, $529 million construction obligation,
$397 million deferred taxes and others resulting to a
$1.53 billion stockholders' equity, as of Dec. 31, 2009.

                            *    *    *

According to the Troubled Company Reporter on Jan. 28, 2010,
Moody's Investors Service raised its ratings of JetBlue Airways,
Corp.; corporate family and probability of default ratings each to
Caa1 from Caa2.  Moody's also raised by one notch, its debt
ratings on the 3.75% Senior Unsecured Convertible Notes due 2035
to Caa3 from Ca, the respective Class G tranches of the Enhanced
Equipment Trust Certificates Series 2004-2 to B1 from B2, and the
Spare Parts EETC to Ba1 from Ba2, the Class B tranche of the Spare
Parts EETC to B2 from B3 and the senior unsecured industrial
revenue bonds to Caa3 from Ca.  Moody's also affirmed the SGL-3
Speculative Grade Liquidity rating and changed the outlook to
positive from stable.


JETBLUE AIRWAYS: Wellington Management Reports 7% Stake
-------------------------------------------------------
Wellington Management Company, LLP, in its capacity as investment
adviser, may be deemed to beneficially own 20,307,097 shares or
roughly 7% of the common stock of JetBlue Airways Corporation as
of December 31, 2009.  The securities are held of record by
clients of Wellington Management.

JetBlue Airways Corp., based in Forest Hills, New York, operates a
low-cost, point-to-point airline from a hub in New York.  JetBlue
serves 60 cities with 600 daily non-stop flights.

The Company reported $6.55 billion in total assets, $1.16 billion
in total current liabilities, $2.92 billion long-term debt and
capital lease obligations, $529 million construction obligation,
$397 million deferred taxes and others resulting to a
$1.53 billion stockholders' equity, as of Dec. 31, 2009.

                            *    *    *

According to the Troubled Company Reporter on Jan. 28, 2010,
Moody's Investors Service raised its ratings of JetBlue Airways,
Corp.; corporate family and probability of default ratings each to
Caa1 from Caa2.  Moody's also raised by one notch, its debt
ratings on the 3.75% Senior Unsecured Convertible Notes due 2035
to Caa3 from Ca, the respective Class G tranches of the Enhanced
Equipment Trust Certificates Series 2004-2 to B1 from B2, and the
Spare Parts EETC to Ba1 from Ba2, the Class B tranche of the Spare
Parts EETC to B2 from B3 and the senior unsecured industrial
revenue bonds to Caa3 from Ca.  Moody's also affirmed the SGL-3
Speculative Grade Liquidity rating and changed the outlook to
positive from stable.


JETBLUE AIRWAYS: Whitebox Advisors Reports 5.6% Stake
-----------------------------------------------------
Whitebox Advisors, LLC, and its affiliated funds disclosed that as
of December 31, 2009, they may be deemed to beneficially own
17,223,103 shares or roughly 5.6% of the common Stock of JetBlue
Airways Corporation.

Whitebox Advisors is an investment adviser.

Whitebox Advisors' affiliates are:

     * Whitebox Convertible Arbitrage Advisors, LLC, a Delaware
       limited liability company;
     * Whitebox Convertible Arbitrage Partners, L.P., a British
       Virgin Islands limited partnership;
     * Whitebox Concentrated Convertible Arbitrage Fund, L.P.,
       a Delaware limited partnership;
     * Whitebox Concentrated Convertible Arbitrage Fund, Ltd., a
       British Virgin Islands international business company;
     * Whitebox Combined Advisors, LLC, a Delaware limited
       liability company;
     * Whitebox Combined Partners, L.P., a British Virgin Islands
       limited partnership;
     * Whitebox Multi-Strategy Fund, L.P., a Delaware limited
       Partnership;
     * Whitebox Multi-Strategy Fund, Ltd., a British Virgin
       Islands international business company;
     * RVA Combined Master Trust, a Bermuda limited partnership;
       and
     * IAM Mini-Fund 14 Limited, a Cayman Islands Corporation

JetBlue Airways Corp., based in Forest Hills, New York, operates a
low-cost, point-to-point airline from a hub in New York.  JetBlue
serves 60 cities with 600 daily non-stop flights.

The Company reported $6.55 billion in total assets, $1.16 billion
in total current liabilities, $2.92 billion long-term debt and
capital lease obligations, $529 million construction obligation,
$397 million deferred taxes and others resulting to a
$1.53 billion stockholders' equity, as of Dec. 31, 2009.

                            *    *    *

According to the Troubled Company Reporter on Jan. 28, 2010,
Moody's Investors Service raised its ratings of JetBlue Airways,
Corp.; corporate family and probability of default ratings each to
Caa1 from Caa2.  Moody's also raised by one notch, its debt
ratings on the 3.75% Senior Unsecured Convertible Notes due 2035
to Caa3 from Ca, the respective Class G tranches of the Enhanced
Equipment Trust Certificates Series 2004-2 to B1 from B2, and the
Spare Parts EETC to Ba1 from Ba2, the Class B tranche of the Spare
Parts EETC to B2 from B3 and the senior unsecured industrial
revenue bonds to Caa3 from Ca.  Moody's also affirmed the SGL-3
Speculative Grade Liquidity rating and changed the outlook to
positive from stable.


JSC ALLIANCE: Files for Chapter 15 Protection
---------------------------------------------
JSC Alliance Bank filed for Chapter 15 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-10761) to protect itself from U.S. lawsuits and
creditor claims while it reorganizes in Kazakhstan.

JSC Alliance is the sixth-largest bank in Kazakhstan by net loans.
The Chapter 15 petition says that assets and debts are in excess
of $1 billion.

Law firm White & Case LLP, based in New York, is representing JSC
Alliance in the Chapter 15 case.

Maxat Rakhimzhanovich Kabashev, chairman of JSC's management board
and authorized foreign representative of the bank, said JSC
expanded rapidly in 2004 to 2007, primarily funded by bank
borrowings and debt securities issued in the international capital
markets.  However, JSC experienced severe liquidity difficulties
following the worldwide financial crisis.  JSC went into default
on lending agreements starting last March and negotiated a
restructuring plan that was approved in December by creditors
holding more than 94% of claims.

Kazakh banks have struggled to sell property acquired after
foreclosures on bad loans, Bloomberg News said, citing the
National Bank of Kazakhstan's quarterly survey of banks released
this month.

On September 18, 2009, JSC obtained approval from the Financial
Court in Kazakhstan of its application for restructuring under the
Civil Procedural Code.  The Kazakh Court ordered that the
restructuring must be completed no later than March 15, 2010.

On October 5, 2009, JSC and the steering committee of creditors
signed a term sheet setting out key commercial terms of the
restructuring.  The restructuring has already been approved by
creidtors holding 94% in amount of the claims against the Bank
athat are being restructured.

The Steering Committee members are Asian Development Bank, Calyon,
Commerzbank Aktiengesellschaft, DEG- Deutsche Investitutions- und
Entwicklungsgesellschaft mbIL HSBC Bank pic, ING Asia Private Bank
Limited, JPMorgan Chase Bank, N.A., Sumitomo Mitsui Banking
Corporation Europe Limited and Wachovia Bank N.A.

Depending on the nature of their claims, creditors may choose or
be eligible for one of several options to participate in the
Restructuring:

     Option 1 -- available to holders of unsubordinated claims,
                 involves the payment of 22.5% the face amount of
                 such claims (payable in the relevant currency).

     Option 2 -- involves the issuance by the Bank of seven-year
                 notes with a principal amount equal to 50% of the
                 amount of a creditor's unsubordinated claims, and
                 "Recovery Notes" in a principal amount
                 representing approximately the remaining 50% of
                 such claims.  Recovery notes will be paid from
                 recoveries on assets in the Bank's corporate and
                 SME (Small and Medium-Sized Enterprise)
                 portfolios, litigation recoveries and certain tax
                 assets.

JSC is seeking recognition from the U.S. Bankruptcy Court that the
Kazakh Proceeding is the main proceeding pursuant to Sections 1515
and 1517 of the Bankruptcy Code.

                      About JSC Alliance Bank

JSC Alliance Bank is a bank with substantially all of its
operations in the Republic of Kazakhstan.  As of June 30, 2009,
the Bank's net assets constitued 4.9% of the total assets of the
banking system in Kazakhstan.  It has 3,900 employees.  The Bank's
only assets in the U.S. are certain correspondent accounts with
U.S. Banks.


LANDAMERICA FIN'L: Waterstone Asset Owns 9.92% of Common Stock
--------------------------------------------------------------
Waterstone Asset Management, LLC, has filed with the Securities
and Exchange Commission Amendment No. 1 to its Schedule 13G which
was originally filed on January 30, 2009.

The CUSIP number of the Common Stock is 514936103.

Waterstone Asset Management, LLC, et al., disclosed that as of
December 31, 2009, they may be deemed to beneficially own shares
of LandAmerica Financial Group, Inc.'s common stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Waterstone Asset Management, LLC       1,704,705.05    9.92%
Waterstone Market Neutral Master
  Fund, Ltd.                           1,704,705.05    9.92%
Waterstone Capital Offshore
  Advisors, LP                         1,704,705.05    9.92%

A full-text copy of Waterstone Asset's amended Schedule 13G is
available for free at http://researcharchives.com/t/s?531a

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LARRY BAGGS: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Larry Baggs
        433 Bloomingdale Court
        Las Vegas, NV 89144

Bankruptcy Case No.: 10-10247

Chapter 11 Petition Date: January 8, 2010

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

Judge: Mike K. Nakagawa

Debtors' Counsel: Charles T. Wright, Esq.
                  Piet & Wright
                  3130 S. Rainbow Blvd., Ste. 304
                  Las Vegas, NV 89146
                  Tel: (702) 566-1212
                  Fax: (702) 566-4833
                  Email: todd.wright@pietwright.com

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

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

According to the schedules, the Company has assets of $1,107,278,
and total debts of $466,376.

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

                 http://bankrupt.com/misc/nvb10-10247.pdf

The petition was signed by Mr. Baggs.


LEHMAN BROTHERS: $1 Bil. in Claims Change Hands in 20 Days
----------------------------------------------------------
The Office of the Clerk of the Bankruptcy Court received over 100
notices of transfer of claims, aggregating more than $1 billion,
in Lehman Brothers' Chapter 11 cases from January 19 to
February 8, 2010:

* Aristeia Masters L.P.

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  Aristeia Partners L.P.                 10005         $926,374
                                         10006         $926,374

* Banc of America Securities LLC

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  FCDB LBU LLC                           62931       $1,029,010
                                         62931      $13,182,176
                                         62931       $1,919,618
  Merrill Lynch International            59408      $11,968,631
                                         62931      $13,187,176
                                         62931       $1,029,010
                                         45557       $4,754,058
                                         59410       $4,799,936
                                         62931       $1,919,618

* Barclays Bank PLC

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  DuPont Capital Management              59791       $1,392,237
  Sparkasse Heidelberg                   60568      $14,157,201
  FCDB LBU 2009 LLC                      62870         $969,584
  HSH Nordbank AG, Luxembourg Branch     65846      $14,310,995
                                         65847      $14,532,420

* CBW LLC

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  Anchorage Crossover Credit             22214      $13,819,124
    Offshore Master Fund L               20581      $13,819,124

* CCP Credit Acquisition Holdings LLC

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  The Royal Bank of Scotland plc         66014       $1,191,363
                                         66015      $11,964,224
                                         60013       $8,190,293
                                         66017       $6,665,327
                                         66016      $13,488,793
                                         66009      $11,964,224
                                         66012       $1,191,363
                                         66008       $8,190,293
                                         66011       $6,665,327
                                         66010      $13,488,793

* Centerbridge Special Credit Partners L.P.

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  The Royal Bank of Scotland plc         66015      $11,964,224
                                         66013       $8,190,293
                                         66017       $6,665,327
                                         66016      $13,488,793
                                         66009      $11,964,224
                                         66012       $1,191,363
                                         66008       $8,190,293
                                         66011       $6,665,327
                                         66010      $13,488,793
                                         66014       $1,191,363

* Citigroup Financial Products Inc.

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  VR-LIW GMBH                            55169       $2,927,032
  The Toyokawa Shinkin Bank               1911       $4,791,222
  DZ BANK AG Deutsche Zentral-           63603       $2,116,613
    Genossenschaftbank                   63603       $7,118,000

* C.V.I G.V.F. (Lux) Master S.a.r.l.

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  Forest Hills Trading Ltd.              65987       $3,300,698
                                         10940       $3,131,882
  EAC Partners Master Fund Ltd.          13030         $241,324
                                         65988         $255,446

* CVI GVP (Lux) Master S.a.r.l.

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  Goldman, Sachs & Co.                   55548      $28,350,000

* Deutsche Bank AG, London Branch

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  POSCO Investment Co., Ltd.              8105      $10,000,000
  Sparkasse Saarbruecken                 27004      $14,499,476
  Die Sparkasse Bremen AG                10117      $29,106,324
  The Co-operative Bank p.l.c.           14416     $120,803,467
  Core Laboratories LP                   10230      $90,070,515
                                         65891      $85,000,000
  Sparda-Bank Hessen eG                  25353      $26,131,021
                                         34376      $26,131,021
  VR-LIW GmbH                            11386      $13,203,282
                                         11387      $66,065,736
  Deutsche Lufthansa                      4103      $19,923,889
    Aktiengesellschaft                   14086      $19,923,889


* The First UK Bus Pension Scheme

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  Western Asset UK GBP Credit Plus       58924         $268,500
    Bond Fund

* FIG LLC

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  Jarett Wait                            27981       $8,500,000

* Goldman Sachs & Co.

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  Goldman Sachs Japan Co., Ltd.          40641      $47,424,334

* Goldman Sachs Japan Co., Ltd.

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  Nippon Life Insurance Company          40641      $47,424,334

* Goldman Sachs Lending Partners LLC.

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  Programma Dinamico S.p.A.              19274      $17,755,614
                                         19276      $17,800,197
                                         19275      $17,755,614
                                         18658      $17,800,197
  Tudor Global Emerging Markets          27682         $648,605
    Portfolio L.P.                       65990         $834,831
                                         66143         $776,154

* Hua An International Balanced Fund

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  Anthracite Balanced Company            11014      $42,760,579
   (46) Limited

  Anthracite Investments (Cayman) Ltd.   21973      $51,008,465

* JPMorgan Chase Bank, N.A.

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  Shin Kong Life Insurance Company Ltd.   1504       $5,077,577
                                         66085       $4,800,000
                                         19267       $5,077,577
  GFI Securities, Ltd.                   46967      $19,636,096

* Knighthead Master Fund, L.P.

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  Barclays Bank PLC                      60700       $7,607,619

* Liquidity Solutions, Inc.
  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  Baxter International Inc.              11121         $56,894
                                         11120         $56,894

* Longacre Opportunity Fund, L.P.

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  K2 Diversified Portable Alpha          32498         $674,515
    Fund II, Ltd.                        30540         $674,515

* Merril Lynch Credit Products, LLC

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  Genfina SCRL                            3584     $228,880,046

* Merrill Lynch International

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  EFG Bank AG                               --       $4,272,900
  Banc of America Securities LLC         62931       $1,029,010
                                         62931       $1,919,618
                                         62931      $13,182,176

* Morgan Stanley & Co. International PLC

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  Citigroup Global Market Limited        60593       $7,819,071
  Merrill Lynch International            59406       $7,164,437
  Don Wing Liang &/or Yang Wei Ying      41895       $1,000,000
                                         41896       $1,000,000

* Morgan Stanley Senior Funding, Inc.

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  Hybrid Capital K.K.                      812              --

* Nomura International Plc.

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  Collins Stewart (CL) Ltd.              42676              --

* The Royal Bank of Scotland plc

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  EFG Bank AG                            55837         $100,000

* SPCP Group LLC

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
   Longacre Opportunity Fund, L.P.        7603         $440,084
                                          7602         $440,084
  The Royal Bank of Scotland plc         66015      $11,964,224
                                         66014       $1,191,363
                                         66013       $8,190,293
                                         66017       $6,665,327
                                         66016      $13,488,793
                                         66009      $11,964,224
                                         60012       $1,191,363
                                         66008       $8,190,293
                                         66011       $6,665,327
                                         66010      $13,488,793

* Stone Lion Portfolio L.P.

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  ZAIS Opportunity Master Fund Ltd.      33613      $53,000,000
                                         66107      $53,000,000
                                         66108      $60,880,651
                                         33663      $53,000,000
                                         66108      $53,000,000

* Taconic Capital Partners 1.5 L.P.

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  Goldman Sachs International            42201       $2,138,796


* Taconic Market Dislocation Fund II L.P.

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  JPMorgan Chase Bank, N.A.              23646         $975,625
                                         23647         $973,320
                                         23648         $295,136
                                         23649         $294,438
                                         23650       $6,217,425
                                         23651       $6,202,735
  Goldman Sachs Lending Partners LLC     23516       $2,755,931
                                         16739       $1,849,381
                                         16743         $283,637
                                         23518         $393,557
                                         16741         $542,963
                                         16745         $417,311
                                         23519         $247,616
                                         23559       $2,755,931
                                         16738       $1,849,381
                                         16742         $283,637
                                         23517         $393,557
                                         16740         $542,963
                                         16744         $417,311
                                         23520         $247,616

* Taconic Market Dislocation Master Fund II L.P.

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  JPMorgan Chase Bank, N.A.              23646         $226,920
                                         23647         $226,384
                                         23648          $68,645
                                         23649          $68,483
                                         23650       $1,446,109
                                         23651       $1,442,692
  Goldman Sachs Lending Partners LLC     23516         $641,001
                                         16739         $430,147
                                         16743          $65,971
                                         23518          $91,537
                                         16741         $126,287
                                         16745          $97,062
                                         23519          $57,593
                                         23559         $641,001
                                         16738         $430,147
                                         16742          $65,971
                                         23517          $91,537
                                         16740         $126,287
                                         16744          $97,062
                                         23520          $57,593

* Taconic Opportunity Fund L.P.

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  Goldman Sachs International            42201      $12,119,847
  Goldman Sachs Lending Partners LLC     23516      $2,8024,694
                                         16739      $18,806,112
                                         23518       $4,002,030
                                         16741       $5,521,325
                                         16745       $4,243,586
                                         23519       $2,517,977
                                         23559      $28,024,694
                                         16738      $18,806,112
                                         16742       $2,884,274
                                         23517       $4,002,030
                                         16740       $5,521,325
                                         16744       $4,243,586
                                         23520       $2,517,977
                                         16743       $2,884,274

The Office of the Clerk also received two notices of transfer
of claims in Lehman Brothers Inc.'s liquidation proceeding on
January 29, 2010:

* C.V.I G.V.F. (Lux) Master S.a.r.l.

  Transferors                          Claim No.   Claim Amount
  -----------                          ---------   ------------
  Institutional Benchmarks Series           --       $1,598,983
                                            --          $57,766

                   KfWs Object to Claim Transfer

Kreditanstalt Fur Wiederaufbau filed an objection to the Debtors'
notice of the filing of transfer of Claim No. 21958 saying the
Debtors incorrectly stated the amount of claim being transferred.

Kreditanstalt asserted that the correct claim amount is
$230 million, and not $283,671,951 as stated by the Debtors in the
notice.

Claim No. 21958 had been transferred to Deutsche Bank AG London
Branch in November last year.

                        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 Judge Drops Case vs. Board Members
------------------------------------------------------------
U.S. District Judge Lewis Kaplan of the U.S. District Court for
the Southern District of New York dismissed the case against 11
board members of Lehman Brothers Holdings Inc. brought by
participants of an employee retirement savings plan, according to
a February 2 report by BusinessWeek.

Wendy Uvino, the chairwoman of the retirement plan, was also
dismissed as a defendant in the suit.

The employees sued the board members and Ms. Uvino whom they
accused of knowing about LBHI's deterioration condition but
failed to protect the retirement plan.

Judge Lewis said the complaint is "devoid of any factual
allegations" that Ms. Uvino knew or should have known any
negative information that she was obliged to disclose,
BusinessWeek reported.

Judge Kaplan further said in the ruling that there are also no
factual allegations suggesting that Ms. Uvino knew or had inside
information suggesting that any company financial reports were
false or misleading, according to the report.

                        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: Gets Nod for Kasowitz as Special Counsel
---------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors obtained
approval to employ Kasowitz Benson Torres & Friedman LLP as
their special counsel effective January 6, 2010.

The Debtors tapped the firm to investigate individuals who might
have taken actions or made statements prior to the bankruptcy
filing that interfered with and damaged their business, and to
commence litigation against those individuals with the Debtors'
authorization.

Kasowitz is a national firm specializing in complex, highly
sophisticated litigation.  The firm, which employs more than 325
lawyers, has offices in New York, Houston, Atlanta, San
Francisco, Miami and Newark.

In return for its services, Kasowitz will be paid at an hourly
rate and will be reimbursed of its expenses.  The firm's hourly
rate ranges from $550 to $1,000 for partners, $275 to $750 for
associates and counsel, and $150 to $225 for paraprofessionals.

In a declaration, Albert Mishaan, Esq., a partner at Kasowitz,
assures the Court that neither KBT&F nor any attorney at the firm
holds or represents interest adverse to the Debtors' estates.

                        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: Singapore Agency Welcomes Payout for Holders
-------------------------------------------------------------
The Monetary Authority of Singapore welcomes the announcement by
the three partners of PricewaterhouseCoopers LLP appointed as
receivers for the Minibond notes, and HSBC Institutional Trust
Services (Singapore) Limited, the trustee for the notes, that
distribution of the recovery values of the Minibond notes to
investors will be made on 12 February 2010.

The earlier settlement entered into between the receivers, the
trustee and Lehman Brothers Special Financing Inc, the swap
counterparty for the notes, has enabled the collateral underlying
the various series of the Minibond notes to be liquidated, and
the recovery value for each series returned to investors.  MAS
has worked closely with the receivers and trustee to see through
the liquidation process so that investors may receive the
distribution in a timely manner.

All investors holding the Minibond notes will receive the recovery
value for the notes they hold. Where investors have accepted
partial settlement offers and retained a portion of the notes,
they will receive the recovery values of the notes which they
retain.  Where investors accepted full settlement offers, they
would have already received the full investment amount and
transferred the notes to the financial institution.  As such,
they will not receive any further payments from the distribution
of the recovery values.

The receivers have explained that the recovery values of the
different series and tranches of the Minibond notes vary depending
on a number of factors determined by the terms of the notes.

The total amount received by each investor will depend on the
recovery value of the series of notes bought, as well as the
outcome of the dispute resolution process.  This is in line with
the approach for financial institutions that distributed the notes
to review complaints on a case-by-case basis, and to make
settlement offers according to the facts and circumstances of each
investor and transaction.

Taking into account the recovery values of the notes and the
settlement offers that have been accepted, 80% of retail investors
will receive 50% or more of their investment back.  In total,
retail investors in the Minibond notes will receive 64.5% of the
total amount invested in the Notes.

                        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 Expunge $57BB in Duplicate Claims
-----------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors filed
their omnibus objections to claims, which seek to disallow and
expunge more than 1,000 claims, aggregating more than
$57 billion, on grounds that they are duplicates of or have been
amended and superseded by other claims.

A list of the claims to be disallowed is available without charge
at:

       http://bankrupt.com/misc/LBHI_236DuplicateClaims.pdf
       http://bankrupt.com/misc/LBHI_500AmendedClaims1.pdf
       http://bankrupt.com/misc/LBHI_500AmendedClaims2.pdf
       http://bankrupt.com/misc/LBHI_500DuplicateClaims.pdf

The objections do not affect any of the surviving claims and do
not constitute any admission or finding with respect to those
surviving claims.

The Court will hold a hearing on March 17, 2010, to consider the
Debtors' proposed treatment of claims.   Deadline for filing
responses to the objections is March 1, 2010.

Lehman Brothers Bankruptcy News provides definitive coverage of
all omnibus claims objections, responses by claimants to those
objections and orders entered by the Court in connection with
those objections.

                        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)


LIBBEY INC: Completes Refinancing of Units' Existing Debts
----------------------------------------------------------
Libbey Inc. completed its refinancing of substantially all of the
existing indebtedness of its wholly-owned subsidiaries, Libbey
Glass Inc. and Libbey Europe B.V., which included:

   * the entry into an amended and restated credit agreement;

   * the issuance of $400.0 million in aggregate principal amount
     of 10% Senior Secured Notes of Libbey Glass due 2015;

   * the repurchase and cancellation of all of Libbey Glass' then
     outstanding $306.0 million in aggregate principal amount of
     Floating Rate Senior Secured Notes due 2011 pursuant to the
     terms of a previously announced tender offer and consent
     solicitation; and

   * the redemption of all of Libbey Glass' then outstanding
     $80.4 million in aggregate principal amount of 16% Senior
     Subordinated Secured Notes due 2021.

Libbey Glass used the proceeds of the offering of the New Notes,
together with cash on hand, to fund the repurchase of the Floating
Rate Notes and the redemption of the PIK Notes, and to pay certain
related fees and expenses.

Amended and Restated Credit Agreement

Pursuant to the Refinancing, Libbey Glass and Libbey Europe
entered into an Amended and Restated Credit Agreement, dated as of
February 8, 2010, between Libbey Glass and Libbey Europe, as
borrowers, the Company, as a loan guarantor, the other loan
parties party thereto as guarantors, JPMorgan Chase Bank, N.A., as
administrative agent with respect to the U.S. loans, J.P. Morgan
Europe Limited, as administrative agent with respect to the
Netherlands loans, Bank of America, N.A. and Barclays Capital, as
Co-Syndication Agents, Wells Fargo Capital Finance, LLC, as
Documentation Agent and the other lenders and agents party
thereto.

The Amended and Restated Credit Agreement provides for borrowings
of up to $110.0 million, subject to certain borrowing base
limitations, reserves and outstanding letters of credit.
All borrowings under the Amended and Restated Credit Agreement are
secured by:

   * a first-priority security interest in substantially all of
     the existing and future real and personal property of Libbey
     Glass and its domestic subsidiaries;

   * a first-priority security interest in:

     -- 100% of the stock of Libbey Glass and 100% of the stock of
        substantially all of Libbey Glass' present and future
        direct and indirect domestic subsidiaries;

     -- 100% of the non-voting stock of substantially all of
        Libbey Glass' first-tier present and future foreign
        subsidiaries; and

     -- 65% of the voting stock of substantially all of Libbey
        Glass' first-tier present and future foreign subsidiaries;

     -- a first priority security interest in substantially all
        proceeds and products of the property and assets described
        above; and

     -- a second-priority security interest in substantially all
        of the owned real property, equipment and fixtures in the
        United States of Libbey Glass and its domestic
        subsidiaries, subject to certain exceptions and permitted
        liens.

Additionally, borrowings by Libbey Europe under the Amended and
Restated Credit Agreement are secured by:

   * a first-priority lien on substantially all of the existing
     and future real and personal property of Libbey Europe and
     its Dutch subsidiaries; and

   * a first-priority security interest in:

     -- 100% of the stock of Libbey Europe and 100% of the stock
        of substantially all of the Dutch subsidiaries; and

     -- 100% of the outstanding stock issued by the first tier
foreign subsidiaries of Libbey Europe and its Dutch subsidiaries.

The interest rates payable under the new Amended and Restated
Credit Agreement will depend on the type of loan plus an
applicable margin.  The initial applicable margin of any LIBOR
loans made under the Amended and Restated Credit Agreement is
expected to be 3.50% and the initial applicable margin for any
CBFR loans made under the Amended and Restated Credit Agreement is
expected to be 2.50%.

After six full months, the applicable margin will be subject to
adjustment based on established aggregate availability under the
Amended and Restated Credit Agreement.

A full-text copy of the Amended and Restated Credit Agreement is
available for free at http://ResearchArchives.com/t/s?52f2

Based in Toledo, Ohio, since 1888, Libbey operates glass tableware
manufacturing plants in the United States in Louisiana and Ohio,
as well as in Mexico, China, Portugal and the Netherlands.  Libbey
supplies tabletop products to foodservice, retail, industrial and
business-to-business customers in over 100 countries.  In 2008,
Libbey Inc.'s net sales totaled $810.2 million.

                           *    *    *

According to the Troubled Company Reporter on Feb. 1, 2010,
Standard & Poor's Ratings Services said that it affirmed its "B"
corporate credit rating on Libbey Inc.  The outlook is stable.

In November, the TCR reported that Standard & Poor's lowered its
corporate credit rating on Libbey Inc. to 'SD' (selective default)
from 'B'.  The issue-level ratings remained on CreditWatch, where
S&P had placed them on June 11, 2009, following S&P's concerns
about the difficult operating environment facing Libbey, increased
leverage, and its ability to improve credit metrics.

In January 2010, Libbey's wholly owned subsidiary Libbey Glass
Inc. commenced a cash tender offer to purchase its outstanding
$306.0 million aggregate principal amount of Floating Rate Senior
Secured Notes due 2011.  The Tender Offer is scheduled to expire
February 22, 2010.  Holders who validly tender (and do not validly
withdraw) Notes and deliver their Consents at or prior to the
Consent Date will receive total consideration of $1,027.50 per
$1,000 principal amount of Notes, which includes $30 cash premium
per $1,000 if tendered early.


LIVERMERCIAL AVIATION: Updated Case Summary & Unsec. Creditors
--------------------------------------------------------------
Debtor: Livermercial Aviation Holding, LLC
        3001 Leonard Drive, #301
        Valparaiso, IN 46303

Bankruptcy Case No.: 10-20051

Chapter 11 Petition Date: January 11, 2010

Court: United States Bankruptcy Court
       Northern District of Indiana (Hammond Division)

Judge: J. Philip Klingeberger

Debtor's Counsel: Shelly DeRousse, Esq.
                  55 West Monroe Street, Suite 1200
                  Chicago, IL 60603
                  Tel: (312) 641-0060
                  Email: sderousse@stahlcowen.com

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

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

A list of the Company's 8 largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/innb10-20051.pdf

The petition was signed by Johnny Mathis, member of the company.


LOAN LINK FINANCIAL: Files for Chapter 7 Liquidation
----------------------------------------------------
Steven Church at Bloomberg News reports that Loan Link Financial
Services Inc. filed for court protection from its creditors under
Chapter 7 of the Bankruptcy Code (Bankr. C.D. Calif. Case No.
10-11777).  A trustee will liquidate Loan Link's assets to pay off
creditors owed as much as $271.4 million.  The company listed
assets of $552,000.  Loan Link Financial Services is a California
mortgage lender.

According to the report, Loan Link, based in Rancho Santa
Margarita, faces more than $50 million in so-called repurchase
requests from more than 30 banks.  The company said in its
bankruptcy petition that its creditors include Credit Suisse First
Boston, owed $50 million as the company's warehouse lender, and
the U.S. Department of Housing and Urban Development, for a $10
million lender penalty.


LODGIAN INC: Donald Smith Owns 10.01% of Common Stock
-----------------------------------------------------
In a regulatory filing dated February 11, 2010, Donald Smith &
Co., Inc., disclosed that it may be deemed to beneficially own
shares of Lodgian, Inc.'s common stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Donald Smith & Co., Inc.                2,169,672      10.01%

To the knowledge of Donald Smith & Co., Inc., with respect to all
securities reported in this schedule owned by advisory clients of
Donald Smith & Co., Inc., not more than 5% of the class of such
securities is owned by any one client.

A full-text copy of Donald Smith & Co., Inc.'s Schedule 13G is
available for free at http://researcharchives.com/t/s?52c6

                       About Lodgian, Inc.

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

                       Going Concern Doubt

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

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

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

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

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


LOLA BLACK: Owner Maria Pinto Closes Shop, to Seek Bankruptcy
-------------------------------------------------------------
Maria Pinto has told the Chicago Sun-Times exclusively that she
had initiated proceedings to cease business operations of her
company Lola Black LLC, including the closing of the Maria Pinto
retail boutique in the West Loop.

Bill Zwecker at Chicago Sun-Times says Ms. Pinto's high-profile
customers have included first lady Michelle Obama, Oprah Winfrey
and many of Chicago's top socialites and civic leaders.
Mr. Zwecker says the bankruptcy filing is expected this week.

According to Mr. Zwecker, Ms. Pinto cited the "increasing economic
challenges and soft buying trends at the top end of the apparel
market" among the reasons for the downfall of her business, which
includes the shuttering of her design and wholesale operations and
the retail store on South Jefferson.


LRL CITI: Section 341(a) Meeting Scheduled for March 9
------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in LRL Citi Properties I DE, LLC's Chapter 11 case on March 9,
2010, at 9:00 a.m.  The meeting will be held at San Francisco U.S.
Trustee Off, Office of the U.S. Trustee, 235 Pine Street, Suite
850, San Francisco, CA 94104.

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

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

San Francisco, California-based LRL Citi Properties I DE, LLC,
filed for Chapter 11 bankruptcy protection on February 8, 2010
(Bankr. N.D. Calif. Case No. 10-30414).  M. Elaine Hammond, Esq.,
at Friedman, Dumas and Springwater, assists the Company in its
restructuring effort.  The Company listed $50,000,001 to
$100,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.

The Debtor's affiliates -- Trophy Properties I DE, LLC; Sutter
Associates DE, LLC; Hermann Street DE, LLC -- filed separate
Chapter 11 petitions.


MAGNA ENTERTAINMENT: Postpones Pimlico and Laurel Auction Anew
--------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Magna Entertainment
Corp. adjourned the auction of the Pimlico and Laurel Park
racetracks in Maryland for a third time.  The auction is now
scheduled for February 23, and a sale hearing is on March 3.
Magna Entertainment was unable to sign a deal with a buyer who
will start the auction as the stalking horse bidder.

According to the report, although six potential buyers submitted
qualified bids, none was sufficiently attractive for Magna to sign
a contract where the stalking horse would make the first bid at
auction.


Frank Angst at Thoroughbreds Times reports that the Company said
that it has bidders who express their interest in its assets
including Jeff Seder's Blow Horn Equity, Joe DeFrancis, Cordish
Co., Penn National Gaming Inc., and Under Armour founder Kevin
Plank, Mr. Angst notes.  The bidders have included details on how
the properties will be used and the number of race days, he adds.

Thoroughbreds Times says the Company's parent, MI Developments
Inc., is scheduled to receive the first $20-million of sale
proceeds and 50% of proceeds in excess of that amount.

                     About Magna Entertainment

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

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

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

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

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


MAGNA ENTERTAINMENT: Canyon Capital Stake Down to 1.82%
-------------------------------------------------------
Canyon Capital Advisors LLC has filed with the Securities and
Exchange Commission amendments to its Schedule 13G which was
initially filed on February 17, 2009.

The CUSIP number of the Common Stock is 559211305 and the date of
event which requires filing of this statement is December 31,
2008.

In amendment No. 1, Canyon Capital Advisors LLC disclosed they may
be deemed to   beneficially own shares of Magna Entertainment
Corp.'s common stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Canyon Capital Advisors LLC              169,526       5.62%
Mitchell R. Julis                        169,526       5.62%
Joshua S. Friedman                       169,526       5.62%
K. Robert Turner                         169,526       5.62%

The 169,526 shares includes 121,277 shares based upon conversion
of bonds CUSIP 559211AD9.

In amendment no. 2, Canyon Capital Advisors LLC disclosed they may
be deemed to beneficially own shares of Magna Entertainment
Corp.'s common stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Canyon Capital Advisors LLC              106,057.42    1.82%
Mitchell R. Julis                        106,057.42    1.82%
Joshua S. Friedman                       106,057.42    1.82%
K. Robert Turner                         106,057.42    1.82%

The 106,057.42 shares include 43,262.42 shares based upon
conversion of bonds CUSIP 559211AD9.

A full-text copy of Canyon Capital's Amendment No. 1 to its
Schedule 13G is available for free at
http://researcharchives.com/t/s?52ed

A full-text copy of Canyon Capital's Amendment No. 2 to its
Schedule 13G is available for free at
http://researcharchives.com/t/s?52ee

                    About Magna Entertainment

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

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

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

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

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


MAGNA ENTERTAINMENT: GLG Partners Owns 13.31% of Securities
-----------------------------------------------------------
GLG Partners LP has filed with the Securities and Exchange
Commission Amendment No. 1 to its Schedule 13G which was
initially filed on January 8, 2009.

The CUSIP number of the Common Stock is 559211107.

GLG Partners LP, et al., disclosed they may be deemed to
beneficially own 13.31% of Magna Entertainment Corp.'s Class A
Subordinate Voting Stock, $0.01 par value per share:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
GLG Market Neutral Fund                  336,880      10.32%*
GLG Partners LP                          449,560      13.31%*
GLG Partners Limited                     449,560      13.31%*
GLG Partners, Inc.                       449,560      13.31%*

*Based upon the Company's Class A Subordinate Voting Stock
outstanding as of December 15, 2008, as set forth in the Company's
Schedule 14C Information Statement filed on Form DEF 14C on
January 12, 2009, and assuming the conversion of the Company's
8.55% Convertible Subordinated Notes due 2010 owned indirectly
by the Reporting Person.

Based on the Company's Schedule 14C Information Statement filed on
Form DEF 14C on January 12, 2009, there were 2,928,455 shares
outstanding as of December 15, 2008.

A full-text copy of GLG Partners LP's amended Schedule 13G is
available for free at http://researcharchives.com/t/s?52ec

                    About Magna Entertainment

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

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

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

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

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


MARHABA PARTNERS: Wants Access to City Bank Cash Collateral
-----------------------------------------------------------
Marhaba Partners Limited Partnership asks the U.S. Bankruptcy
Court for the Southern District of Texas for authority to access
cash securing obligation with City Bank.

The Debtor is indebted to City Bank in the amount of $10,850,000,
pursuant to the promissory note dated April 24, 2008.  The
Debtor's obligations to City Bank are secured by an interest in
the McCue Property and the rents derived therefrom.

The Debtor needs to use the cash collateral to pay expenses
relating to the operation of its business.

The Debtor relates that City Bank is adequately protected from any
diminution in value of the collateral through the Debtor's
continued maintenance and operation of its business, and the
preservation of its assets' value.  The Debtor is also paying
$20,000 each month to City Bank, in addition to excess cash
generated by the properties, if any.

Houston, Texas-based Marhaba Partners Limited Partnership filed
for Chapter 11 bankruptcy protection on January 5, 2010 (Bankr.
S.D. Texas Case No. 10-30227).  Elizabeth Carol Freeman, Esq., at
Porter & Hedges, L.L.P., assists the Company in its restructuring
effort.  The Company listed $50,000,001 to $100,000,000 in assets
and $50,000,001 to $100,000,000 in liabilities.


MARIBELLAX GROUP: Updated Case Summary & Creditors List
-------------------------------------------------------
Debtor: Maribellax Group, Ltd.
          dba Maribellax Group
        63 Montgomery Avenue
        Staten Island, NY 10301

Bankruptcy Case No.: 10-40156

Chapter 11 Petition Date: January 11, 2010

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Debtor's Counsel: Richard M. Gabor, Esq.
                  Gabor & Marotta LLC
                  1878 Victory Boulevard
                  Staten Island, NY 10314
                  Tel: (718) 390-0555
                  Fax: (718) 390-9886
                  Email: rgabor@gabormarottalaw.com

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

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

A list of the Company's 40 largest unsecured creditors is
available for free at:

             http://bankrupt.com/misc/nyeb10-40156.pdf

The petition was signed by Kevin Barry Love, member of the
company.


MAUREEN DUNKEL: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Maureen Rorech Dunkel
        2913 Safe Harbor Drive
        Tampa, FL 33618

Bankruptcy Case No.: 10-00267

Chapter 11 Petition Date: January 7, 2010

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Jeffrey W. Warren, Esq.
                  Bush Ross, P.A.
                  Post Office Box 3913
                  Tampa, FL 33601-3913
                  Tel: (813) 224-9255
                  Fax: (813) 223-9620
                  Email: jwarren@bushross.com

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

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

A list of the Company's 11 largest unsecured creditors is
available for free at:

                 http://bankrupt.com/misc/flmb10-00267.pdf

The petition was signed by Maureen Rorech Dunkel.


MC PRECAST: Section 341(a) Meeting Scheduled for March 5
--------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in MC Precast, Inc.'s Chapter 11 case on March 5, 2010, at 10:00
a.m.  The meeting will be held at Third Floor - Room 366, Russell
Federal Building, 75 Spring Street, SW, Atlanta, GA 30303.

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

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

Newnan, Georgia-based MC Precast, Inc., filed for Chapter 11
bankruptcy protection on February 8, 2010 (Bankr. N.D. Ga. Case
No. 10-10466).  J. Robert Williamson, Esq., at Scroggins and
Williamson, 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.


MDWERKS INC: Colangelo Steps Down as Vice President
---------------------------------------------------
MDWerks Inc. disclosed that Vincent Colangelo, vice president of
business development, agreed to leave the Company pursuant to a
severance agreement comprised of partial salary, associated
benefits, and a commission arrangement for any completed sales
through December 31, 2010.  Mr. Colangelo is no longer an Officer
of the Company.

In addition, Paul Kushner resigned as director.

Based in Deerfield Beach, Florida, MDwerks Inc. (OTC BB: MDWK)
-- http://www.mdwerks.com/-- provides healthcare professionals
with automated electronic insurance claims management solutions
and advance funding of medical claims.

                      Going Concern Doubt

On April 2, 2009, Sherb & Co., LLP, in Boca Raton, Florida, raised
substantial doubt about MDwerks' ability to continue as a going
concern after auditing its financial results for the periods ended
December 31, 2008, and 2007.  The auditors pointed that the
Company has suffered recurring losses from operations; the Company
has a stockholders' deficiency of $6,138,432 and a working capital
deficiency of $1,504,676 at March 31, 2009.


MERIDIAN RESOURCE: Shareholder's Meeting Slated for March 30
------------------------------------------------------------
Meridian Resource Corporation said a special meeting of the
company's shareholders to consider and vote upon a proposal to
adopt the merger agreement has been set for March 30, 2010 at
10:00 a.m., central time, at the offices of Fulbright & Jaworski
L.L.P., 1301 McKinney in Houston, Texas.

On Dec. 22, 2009, Meridian and Alta Mesa entered into a definitive
merger agreement whereby Alta Mesa would acquire all of the
outstanding common stock of Meridian for $0.29 per share in cash.

                    About Meridian Resource

Based in Houston, Texas, The Meridian Resource Corporation
(NYSE:TMR) -- http://www.tmrc.com/-- is an independent oil and
natural gas company engaged in the exploration, exploitation,
acquisition and development of oil and natural gas in Louisiana,
Texas, and the Gulf of Mexico.  Meridian has access to an
extensive inventory of seismic data and, among independent
producers, is a leader in using 3-D seismic and other technologies
to analyze prospects, define risk, target and complete high-
potential wells for exploration and development. Meridian has a
field office in Weeks Island, Louisiana.

At September 30, 2009, the Company had $190,339,000 in total
assets, including $18,090,000 in total current assets, against
$120,634,000 in total current liabilities and $17,736,000 in asset
retirement obligations.

The Company noted that its default under the debt agreements,
which has been mitigated in the short term by certain forbearance
agreements, negatively impacts future cash flow and the Company's
access to credit or other forms of capital.  There is substantial
doubt as to the Company's ability to continue as a going concern
for a period longer than the next 12 months, the Company said.
It added that it might have to seek protection under federal
bankruptcy laws if it is unable to comply with the forbearance
agreements or if those agreements expire.


MERUELO MADDUX: PNL Objects to Property Demolition Using its Funds
------------------------------------------------------------------
PNL Pomona, L.P., objects to Meruelo Maddux Properties, Inc., et
al.'s motion to use PNL's funds to demolish vacant structures at
1875 W. Mission Blvd., Pomona, California.

PNL tells the U.S. Bankruptcy Court for the Central District of
California that in summary, $1,900,000 of insurance proceeds has
been paid by the insurance company for two fires which occurred at
the property.  The note and deed of trust governing the asset
specifically provides that these insurance proceeds belong to PNL.

PNL asserts that the property's demolition will not add any value
to the property and further contends that these dollars must be
released directly to PNL as a reduction of the principal and
interest due on this property.

PNL adds that the Debtors' request clearly states that:

   -- the Debtors seek to take nearly $750,000 of PNL's money and
      demolish a building which they did not feel needed
      demolition until they held PNL's money in their DIP account;

   -- the Debtor seek to use another $250,000 to pay off claims
      which PNL did not consent to and to limit their contractual
      obligation to provide insurance- without which there would
      not be $1,900,000 in the DIP account.

   -- this would deplete more than 1/2 of the entire insurance
      proceeds.

Based in Los Angeles, California, Meruelo Maddux Properties, Inc.,
-- http://www.meruelomaddux.com/-- together with its affiliates,
engage in residential, commercial and industrial development.

Meruelo Maddux and its affiliates filed for Chapter 11 protection
on March 26, 2009 (Bankr. C. D. Calif. Lead Case No. 09-13356).
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring efforts.  Asa S. Hami, Esq., Tamar
Kouyoumjian, Esq., and Victor A. Sahn, Esq., at SulmeyerKupetz, A
Prof Corp, represent the official committee of unsecured creditors
as counsel.  The Debtors' financial condition as of December 31,
2008, showed estimated assets of $681,769,000 and estimated debts
of $342,022,000.


MGM MIRAGE: Partners with ESS Analysis, AT Kearney
--------------------------------------------------
MGM MIRAGE has partnered with ESS Analysis, a Boston-based
advanced analytics-focused consulting firm, and A.T. Kearney, a
global management consulting firm, to take customer database
"mining" capabilities to "a new level" and further enhance guest
loyalty programs.

The two firms will align the technological resources of MGM MIRAGE
-- including a database of more than 60 million customers -- with
current business strategies to create innovative marketing
solutions.

"We are very pleased to announce the latest evolution of our
marketing program, which adds the strength of business analytics
to our strategic plan," said Bill Hornbuckle, MGM MIRAGE Chief
Marketing Officer.  "This initiative increases our ability to
cater to our guests' personalized needs with a one-to-one
marketing outreach."

"This effort is focused on enhancing our cost-effectiveness behind
the scenes, but more importantly streamlining our customer rewards
program to deliver more value to our guests and to expose them
fully to the depth of the offerings at the extensive portfolio of
MGM MIRAGE properties," said Mr. Hornbuckle.

Advanced analytics is fast emerging as a popular method to make
more efficient business decisions by combining customer insights
with factors such as company culture, operational objectives and
performance standards.

"This new initiative positions MGM MIRAGE to lead the industry in
the design and development of innovative products and services to
respond to the changing needs of its customers," said Ranjan
Mishra, President and Founder of ESS Analysis.  "MGM MIRAGE has
tremendous assets -- both physical and intangible -- to build upon
its customer loyalty program.  We are very excited to be a part of
this transformation."

"Advanced analytics is used by transformative industry leaders to
drive step-change continuous innovation and improvement in
customer retention and loyalty," said Khalid Khan, Analytics
Director at A.T. Kearney.  "Sophisticated analytic techniques
transform reams of data stored in disparate databases into a vivid
360-degree view of how a customer responds to the onslaught of
products and services before them.  These detailed profiles
provide predictive insights on customer preferences that can be
leveraged to improve the overall customer experience through more
targeted, cost-effective offers resulting in a true win-win."

ESS brings industry-leading analytical methodologies and
techniques to support strategy and operational improvements.  The
firm's guiding principle is to provide tangible and objective
consulting support to its clients.

A.T. Kearney is a global management consulting firm that uses
strategic insight, tailored solutions and a collaborative working
style to help companies achieve sustainable results.  Since 1926,
the firm has been trusted advisors on CEO-agenda issues to the
world's leading corporations across all major industries.  A.T.
Kearney's offices are located in major business centers in 36
countries.

                         About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- owns and operates 16 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, New Jersey,
Illinois and Macau.  CityCenter, an urban metropolis on the Las
Vegas Strip scheduled to open in late 2009, is a joint venture
between MGM MIRAGE and Infinity World Development Corp, a
subsidiary of Dubai World.  MGM MIRAGE Hospitality has entered
into management agreements for future casino and non-casino
resorts throughout the world.

At September 30, 2009, MGM MIRAGE had $21.7 billion in total
assets against total current liabilities of $1.15 billion,
deferred income taxes of $3.14 billion, long-term debt of
$12.9 billion, other long-term obligations of $221.70 million;
resulting in stockholders' equity of $4.29 billion.

                          *     *     *

As reported by the Troubled Company Reporter on September 22,
2009, Moody's Investors Service affirmed MGM MIRAGE's Caa2
Corporate Family Rating and Caa3 Probability of Default Rating.
Moody's also assigned a Caa2 rating to the company's new
$475 million 11.375% senior unsecured notes due 2018.  Moody's
also affirmed MGM's SGL-4 Speculative Grade Liquidity rating.  The
rating outlook is negative.

As reported by the TCR on September 24, 2009, Fitch Ratings has
assigned a 'CCC/RR4' rating to MGM MIRAGE's $475 million 11.375%
unsecured notes due 2018.  The notes were priced at a 97.396%
discount to yield 11.875%.  The net proceeds will be used to
reduce credit facility borrowings, and also for general corporate
purposes.  The offering attempts to chip away at the company's
most significant credit hurdle: the maturity of its $5.8 billion
credit facility in 2011, which had $4.1 billion outstanding as of
June 30, 2009.


MOHAMMAD KHAN: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------
Joint Debtors: Mohammad Akram Khan
               Mukhtar Jan
               6116 N. 85th Dr.
               Glendale, AZ 85305-2567

Bankruptcy Case No.: 10-00367

Chapter 11 Petition Date: January 5, 2010

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Debtors' Counsel: Stanford E. Lerch, Esq.
                  Lerch & Deprima Plc
                  4000 N Scottsdale Rd Ste 107
                  Scottsdale, AZ 85251
                  Tel: (480) 212-0700
                  Fax: (480) 212-0705
                  Email: slerch@ldlawaz.com

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

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

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

The petition was signed by the Joint Debtors.


MORGAN STANLEY FUNDS: Foreclosure Looms on Japan Hotel Chain
------------------------------------------------------------
Morgan Stanley could lose a chain of hotels in Japan to
foreclosure.  The Wall Street Journal's Alison Tudor reports the
Morgan Stanley Real Estate Funds unit, known in the industry as
MSREF, may have to hand over the keys of a $2.4 billion Japanese
hotel chain to creditors when the debt falls due in April,
according to people familiar with the matter.

According to the report, the main lenders in the Japanese hotel
purchase, Citigroup Inc. and Japan's Shinsei Bank Ltd., are
pushing Morgan Stanley to put more equity in the property to give
the devalued holdings more security, but the company has
hesitated.

The Journal's source said a third lender -- sovereign-wealth fund
Government of Singapore Investment Corp. -- has expressed interest
in taking over the full-service hotels from Morgan Stanley and is
discussing terms with the other lenders.  The source said Morgan
Stanley's equity investment would be wiped out in the settlement.

The Journal says talks between Morgan Stanley and its creditors
are continuing and nothing has been decided yet.  "There has been
no resolution to date because the bankers were keen to see Morgan
Stanley put more equity into the hotels but were afraid of pushing
the U.S. investment bank into walking away, leaving the lenders in
charge of the assets," the Journal's Alison Tudor says.

The Journal recalls MSREF in June 2007 completed the acquisition
of 13 hotels and two property-management units known as ANA from
All Nippon Airways Co. for JPY281.3 billion, or $2.4 billion at
the time.  The biggest hotel in the chain is the ANA
InterContinental Tokyo.

The Journal says MSREF VI International -- an $8.8 billion Morgan
Stanley fund that invested in the ANA chain -- has suffered steep
declines in value across its portfolio.  By September 2009, the
value of the Montana Board of Investments' $27.5 million stake in
the fund had dwindled to $3.9 million, the board reported last
week, according to the Journal.

The Journal also notes Morgan Stanley last year walked away from
its $6.5 billion acquisition of real-estate developer Crescent
Real Estate Equities Co. and lost the former Maui Prince Hotel in
Hawaii to foreclosure.

People familiar with the matter told the Journal the ANA hotel
refinancing will be closely watched for any formal revaluation of
large assets and an indication of how quickly the Japanese
property market will recover.


MOVIE GALLERY: Schedules Deadline Extended Until April 2
--------------------------------------------------------
The Bankruptcy Court extended for 45 days the time within which
Movie Gallery Inc. and its units will file with the Court their
Schedules of Assets and Liabilities and Statements of Financial
Affairs or until April 2, 2010.

                        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: Seeks to Continue Customer Programs
--------------------------------------------------
In the ordinary course of their business, Movie Gallery Inc. and
its units engage in certain practices to develop and sustain
positive reputations in the marketplace for their products and
services, Peter J. Barrett, Esq., at Kutak Rock LLP, in Richmond,
Virginia, told the Court.

According to Mr. Barrett, the common goals among the Customer
Programs are to develop customer loyalty, encourage repeat
business and ensure customer satisfaction, thereby retaining
current customers, attracting new ones and, ultimately,
increasing revenue.  The continuation of these Customer Programs
is critical for the Debtors to retain their core customers.

In this regard, the Debtors sought and obtained the Court's
authority to continue their Customer Programs and honor
prepetition commitments.

A. Gift Certificates

Prior to the Petition Date, the Debtors sold pre-paid and
reloadable gift cards, pre-paid and reloadable electronic
discount rental cards and gift certificates for use in the
Debtors' stores.  As of the Petition Date, obligations on account
of Gift Certificates remained outstanding as some Gift
Certificates sold prepetition have not yet been redeemed.  The
Debtors estimate that the cash value of outstanding Gift
Certificates as of the Petition Date is approximately $5 million,
however, customers may only redeem the Gift Certificates for
goods or services, not a cash refund.

B. Store Credits

The Debtors offer several promotions through which their
customers can purchase or earn store credits for free or reduced
charges for rentals, goods or services.

The Debtors estimate that their total obligations as of the
Petition Date for the Store Credits are approximately $2,000,000.

C. Membership Programs

Prior to the Petition Date, the Debtors offered their customers
monthly and yearly video and gaming membership programs which
include:

  (a) The Debtors' Hollywood Video and Movie Gallery stores run
      a store specific monthly rental membership program, known
      as "PowerPlayTM".  The PowerPlay Program allows members to
      rent movie and game titles by using PowerPlay credits that
      are purchased monthly on an autorenewal or pre-paid basis.

  (b) The Debtors offer their Game Crazy customers the option of
      enrolling in an annual membership program, known as the
      Most Valuable Player program.  Membership in the GCMVP
      Program entitles members to additional credit for trade-
      ins, discounts on used games and accessories, and free
      disc refurbishing.

  (c) The Debtors, through their service provider Trilegiant
      Corporation, offer add-on benefits to the GCMVP program.
      In addition to receiving the benefits of the GCMVP
      Program, MVP Plus Program members for an additional
      monthly fee, also receive additional discounts at third
      party dining, retail and entertainment locations.  Members
      also receive 5% cash back on up to $5,000 of purchases
      made at Game Crazy store locations.

      The Debtors' obligations as of the Petition Date for
      the Membership Programs are approximately $20,000,000;
      however, members may only receive goods and services for
      those obligations, not a cash refund.

D. Service Contracts

When the Debtors sell new and used game consoles, they offer
their customers the option of purchasing service contracts for
the consoles.  These Game Console Service Contracts obligate the
Debtors to either repair a damaged console or provide the
customer with a replacement console.

The Debtors also offer a disc maintenance service for unlimited
disc refurbishing of a customer's game discs.  The Debtors'
obligations as of the Petition Date for the Service Contracts are
approximately $11 million.

E. Free and Discounted Rental Coupons and Sweepstakes Promotions

The Debtors run various promotions in their stores in conjunction
with certain third parties whereby the Debtors provide customers
with coupons for free or reduced charges for video or game
rentals.

Also, the Debtors' Game Crazy stores maintain a 12 Free Rental
with Console Purchase program whereby customers who purchase a
new or used game console receive 12 free game or movie rentals
coupons at Hollywood Video or Movie Gallery stores.  Those
Coupons may only be redeemed for video or game rentals, not a
cash refund.

The Debtors run various sweepstakes promotions in their stores in
conjunction with certain movie and game titles and release
events.  Prizes are not redeemable for cash.

F. Guarantees and Returns

Certain customers also hold contingent claims against the Debtors
for refunds, returns, exchanges or free rentals relating to goods
sold in the ordinary course of business prior to the Petition
Date.  Based on historical data, however, the Debtors estimate
that outstanding obligations as of the Petition Date for
Guarantees are approximately $700,000.

G. Customer Service

Debtors routinely answer customer inquiries and solve customer
disputes.  The Debtors request that they may address customer
inquiries and disputes in a manner consistent with their
prepetition means of resolution.  It is critical that the Debtors
retain the ability to resolve customer disputes in an effective
matter to maintain their customer base.

H. Charitable Programs

From time to time, the Debtors participate in charitable
programs.  One of those programs is the Debtors' commitment to
Starlight, a charitable organization that raises money to
provide entertainment to children in hospitals.  Another program
is the Helen Keller Foundation, a charitable organization that
raises money for sight, speech and hearing research and
education.

The Debtors contribute approximately $157,000 annually to
Starlight and Helen Keller.  As of the Petition Date, the Debtors
had outstanding obligations to Starlight and Helen Keller of
approximately $6,000.  The Debtors' participation with Starlight
and Helen Keller provides the Debtors and the community with
significant benefits.

Paying prepetition commitments under the Customer Programs will
benefit the Debtors and their creditors by allowing the Debtors'
operations to continue without interruption.  In essence, the
Debtors hope to continue during the postpetition period those
Customer Programs that they believe were effective prepetition.
The Debtors also believe that the continuation of the Debtors'
Customer Programs is necessary to preserve their customer
relationships and goodwill for the benefit of their
estates.  The importance of the Debtors' customers to their
businesses cannot be underestimated, Mr. Barrett contended.

                        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: To Pay Prepetition Shipping & Warehouse Claims
-------------------------------------------------------------
Movie Gallery Inc. and its units utilize shippers and warehousemen
throughout every stage of the retail goods distribution process.
The Debtors' ability to timely receive, distribute and return
Retail Goods depends on the maintenance of a successful and
efficient supply and delivery network, and any disruption in the
delivery of Retail Goods would have an immediate and devastating
impact on the Debtors' operations.

Peter J. Barrett, Esq. at Kutak Rock LLP, in Richmond, Virginia
informs the Court that the Debtors pay approximately $25,000,000
annually to Shippers and Warehousemen.  The Debtors expect that,
as of the Petition Date, the outstanding prepetition invoices of
the Shippers and Warehousemen will not exceed $2,500,000.  Absent
payment of the Shipping Charges, the Shippers and the
Warehousemen will likely refuse to continue to transport goods
and make timely delivery, or may seize the goods in their
possession as collateral securing their liens, Mr. Barrett
stresses.

Similarly, the Debtors routinely transact business with a number
of third parties who have the potential to assert Miscellaneous
Lien Claims against the Debtors and their property if the Debtors
fail to pay for the goods or services rendered, Mr. Barrett
related.  These third parties may perform various services for
the Debtors, including miscellaneous store repair and maintenance
services and outsourced video game console repair services, he
says.

According to Mr. Barrett, a substantial number of these Potential
Lien Claimants may not have been paid for certain prepetition
goods and services, which may result in the Lien Claimants having
a right to assert and perfect Miscellaneous Lien Claims
notwithstanding the automatic stay.  Additionally, the existence
and perfection of these Miscellaneous Lien Claims could possibly
place the Debtors out of compliance under their various leases.

The Debtors do not expect the payments on account of the
Miscellaneous Lien Claims to exceed $1,700,000, Mr. Barrett
specifies.

To avoid undue delay and facilitate the continued operation of
the Debtors' business, the Debtors sought and obtained the
Court's authority, to make payments to Shippers and Warehousemen
on account of prepetition claims relating to shipping and
warehousing charges that the Debtors determine, must or should be
paid to obtain the release of Retail Goods held by those Shippers
and Warehousemen.  Additionally, the Debtors sought and obtained
the Court's authority to pay any Miscellaneous Lien Claims, on a
case-by-case basis, and in the Debtors' sole discretion, that
either have resulted or reasonably could result in a lien being
asserted against the Debtors' property.

Mr. Barrett tells the Court that the Debtors propose to condition
the payment of Miscellaneous Lien Claims in their sole
discretion, on the written acknowledgment of individual Potential
Lien Claimants, to continue supplying goods and services to the
Debtors on customary, favorable trade terms in addition to
promptly releasing any existing liens:

  * If any Shipper, Warehouseman or Lien Claimant accepts
    payment under these conditions and thereafter does not
    continue to provide goods or services on Customary Terms or
    according to a Customary Terms agreement during the pendency
    of the Debtors'  Chapter 11 cases, then (a) any payment on
    account of a prepetition claim received by that Shipper,
    Warehouseman or Potential Lien Claimant will be deemed to be
    an improper postpetition transfer and, thus, recoverable by
    the Debtors in cash upon the appropriate Debtor's written
    request and (b) upon recovery by the Debtors, any
    prepetition claim of that Shipper, Warehouseman or Potential
    Lien Claimant will be reinstated as if the payment had not
    been made;

  * If there exists an outstanding postpetition balance due from
    the Debtors to any Shipper, Warehouseman or Lien Claimant,
    the Debtors may elect to recharacterize and apply any
    payments made to the outstanding postpetition balance and
    the Shipper, the Warehouseman or the Potential Lien Claimant
    will be required to repay immediately to the Debtors the
    paid amounts that exceed the postpetition obligations then
    outstanding without the right of any set-offs, claims,
    provisions for payment of any claims or otherwise.

At the Debtors' request, the Court to authorized banks and other
financial institutions to honor all checks presented for payment
and electronic payment requests relating to Prepetition Shippers,
Warehousemen, or Potential Lien Claimants' claims, whether those
checks were presented or electronic requests were submitted prior
to or after the Petition Date.

                        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: Wants to Pay Prepetition Employee Wages
------------------------------------------------------
In the ordinary course of business, Movie Gallery Inc. and its
units incur payroll obligations to their employees.  These
obligations generally comprise wages and salaries, but may also
include incentive bonuses and commissions awarded for sales
productivity and goal attainment.

Peter J. Barrett, Esq., at Kutak rock LLP in Richmond, Virginia
tells the Court that the Debtors pay their Employees periodic
payments for wages and salaries, no less frequently than twice a
month.  On average, the Debtors have payroll expenses of
$18,787,698 per month.  The Debtors believe that, as of the
Petition Date, approximately $4,231,652 in accrued wages,
salaries and other compensation earned prior to the Petition Date
remains unpaid to their Employees, he related.

The Debtors engage the services of temporary workers and
consultants who work on an hourly basis and whose services are
procured through employment agencies.  The Debtors incur
approximately $730,000 in Temporary Compensation obligations per
month.

The Debtors also have contracts with approximately 15 independent
contractors who provide services for legal, real estate and bulk
sales, etc., matters.  Debtors believe that, as of the Petition
Date, approximately $36,260 in unpaid commissions and other
payments are outstanding for the Contractor Services.  No
temporary worker is owed more than $10,950.  There is currently
one independent contractor who is owed more than $10,950.  That
consultant is owed $20,160.

During each applicable pay period, the Debtors routinely deduct
certain amounts from paychecks, including, without limitation,
(a) garnishments, child support and similar deductions and (b)
other pre-tax and after-tax deductions payable pursuant to
certain of the Employee benefit plans, Mr. Barrett averred.  The
Debtors forward the amount of the Deductions to the appropriate
third-party recipients.  On average, the Debtors have deducted
approximately $1,048,795 from the Employees' paychecks per month.
Due to the commencement of the Chapter 11 cases, however, certain
Deductions that were deducted from Employees' earnings may not
have been forwarded to the appropriate third-party recipients
prior to the Petition Date.

Further, the law requires the Debtors to withhold from an
Employee's wages amounts related to federal, state and local
income taxes, social security and Medicare taxes for
remittance to the appropriate federal, state or local taxing
authority.  The Withheld Amounts are approximately $2,814,680 per
month, the Payroll Taxes, including both the employee and
employer portions, for 2009 were approximately $4,352,306 per
month. Prior to the Petition Date, the Debtors withheld the
appropriate amounts from Employees' earnings for the Payroll
Taxes but those funds may not yet have been forwarded to the
appropriate taxing authorities, Mr. Barrett stated.

Prior to the Petition Date, and in the ordinary course of their
business, the Debtors reimbursed Employees for certain expenses
incurred on behalf of the Debtors in the scope of their
employment.  The Reimbursable Expenses include (a) car
allowances, (b) business relocation expenses and (c) travel
expenses for meals, hotels and rental cars.

The Debtors provide car allowances to certain Employees whose
responsibilities require them to travel extensively, Mr. Barrett
said.  As of the Petition Date, approximately 22 Employees
receive a monthly Car Allowance at an aggregate cost to the
Debtors of $11,500 per month. The Debtors also pay for gas, oil,
and/or mileage for Employees at a cost of approximately $244,000
per month.

Additionally, the Debtors provide fleet vehicles to 126
Employees.  Fleet maintenance costs are approximately $84,300 per
month, and the fleet lease payments cost the Debtors
approximately $29,300 per month.

Moreover, the Debtors offer certain Employees reimbursement for
relocation expenses to incent desirable candidates to accept
positions with the Debtors.  As of the Petition Date, no
Relocation Expenses remain unpaid.

Mr. Barrett estimated the Debtors' obligations for the Bonus
Plans as of the Petition Date, at approximately $359,031 for all
Employees at the retail and field level.  He further told the
Court that under all retail Bonus Plans, more than 127 Employees
are entitled to receive bonuses and the maximum potential payout
for any individual is $40,465.

Prior to the Petition Date, to incent store managers and
Employees in their racking, retail video, game and tanning stores
to maximize sales, the Debtors offered various commissions
programs.   The Debtors' obligations as of the Petition Date for
the Commissions are approximately $48,973, Mr. Barrett asserted.

The Debtors also offer their Employees the ability to participate
in a number of insurance and benefits programs.  The Debtors'
primary medical, dental, vision and prescription drug plan for
Full-Time Employees is the Movie Gallery/Hollywood Group Health
Care and Dental Plan.

The Medical Insurance Plan costs the Debtors approximately
$1,500,000 per month in gross claims and approximately $85,000
per month in administrative fees paid to the third party
administrator, Mr. Barrett explained.  Prior to the Petition
Date, certain Employees filed claims in the approximate amount of
$350,000 under the Medical Insurance Plan which have not yet been
paid.  Approximately $85,000 in administrative fees are also
unpaid as of the Petition Date, he said.

The Debtors pay approximately $38,000 per month in company-paid
premiums, and Employees pay approximately $71,000 per month for
Employee-paid premiums.  On the Petition Date, the Debtors have
collected approximately $71,000 in premiums from employees that
have not yet been remitted to the insurer.

The Debtors also offer a fully-insured plan, HMSA Blue Cross Blue
Shield Plan of Hawaii, to cover approximately 6 Employees located
in Hawaii.  This coverage costs the Debtors approximately $1,000
in premiums per month.

For part-time employees, the Debtors provide separate health care
plans.  The Debtors believe that they do not have any prepetition
obligations under these Plans, but approximately $40,000 in
employee contributions are yet to be remitted to the carrier, Mr.
Barrett specifies.

Further, the Debtors maintain excess -- "Stop Loss" -- insurance
through Zurich North America to cover any medical expenses under
the Debtors' Medical Insurance Plan that exceed $150,000 per year
per Employee, up to a maximum payment of $1,850,000 per Employee
per lifetime.  The Debtors pay a monthly premium of approximately
$83,000 per month for the Stop Loss Insurance coverage, Mr.
Barrett stated.

To minimize the personal hardship that the Employees would suffer
if prepetition Employee-related obligations are not paid when due
or as expected and to maintain morale and stability in the
Debtors' workforce during this critical time, the Debtors sought
and obtained the Court's authority to pay and honor in their sole
discretion, the Prepetition Claims for wages, taxes, and benefits
that the Debtors have historically provided in the ordinary
course of business and to pay all costs incident to the
prepetition wages, taxes and benefits.

In addition, at the Debtors' request, the Court authorized banks
and other financial institutions to honor all checks presented
for payment and electronic payment requests relating to the
payment of wages and benefits, whether those checks were
presented or electronic requests were submitted prior to or after
the Petition Date.  Further, the Court, upon the Debtors'
request, directed the banks and financial institutions to rely on
the Debtors' designation of any particular check or electronic
payment request as appropriate, and honor payments from the
Employees' electronic pay cards.

                        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.


NATIONAL CENTURY: SEC Obtains Final Judgments vs. Poulsen, et al.
-----------------------------------------------------------------
The United States Securities and Exchange Commission disclosed in
a litigation release dated January 11, 2010, that it obtained
final judgments against former chief executive officer and other
senior officers and directors of National Century Financial
Enterprises, Inc., for their roles in $2.38 billion securities
fraud.

The Securities and Exchange Commission declared that the U.S.
District Court for the Southern District of Ohio entered final
judgments against Lance Poulsen, NCFE's former Chairman and Chief
Executive Officer; Donald Ayers, NCFE's former Chief Operating
Officer and a former member of its board of directors; Randolph
Speer, NCFE's former Chief Financial Officer; and Rebecca Parrett,
NCFE's former Director of Accounts Receivable and also a member of
the board of directors, resolving the Commission's charges that
they orchestrated a fraud on institutional investors in securities
issued by subsidiaries of NCFE.

The final judgments, issued by District Court Judge James L.
Graham on January 8, 2010, permanently enjoin Messrs. Poulsen,
Ayers and Speer, and Ms. Parrett from future violations of Section
17(a) of the Securities Act of 1933 and Section 10(b) of the
Exchange Act of 1934 and Rule 10b-5 thereunder, and permanently
bar each of them from serving as an officer or director of a
public company.  The Court further orders Ms. Parrett to pay a
civil penalty of $120,000.

Mr. Poulsen, formerly of Port Charlotte, Florida; Mr. Ayers,
formerly of Ft. Myers, Florida; and Mr. Speer, formerly of
Fayetteville, Georgia, consented to entry of final judgments
without admitting or denying the allegations in the complaint.
The Court entered the final judgment against Ms. Parrett, formerly
of Carefree, Florida, in absentia, because she is a fugitive from
justice.

On December 21, 2005, the Commission filed its civil action
against Messrs. Poulsen, Ayers and Speer, and Ms. Parrett alleging
that they participated in a scheme to defraud investors in
securities issued by subsidiaries of NCFE.  The complaint alleges
NCFE subsidiaries, known as "programs," purchased medical accounts
receivable from healthcare providers and issued notes that
securitized those receivables.  From at least February 1999
through October 2002, the programs raised at least $3.25 billion
from the offer and sale of notes through private placements that
were exempt from registration.  Under the pertinent agreements,
the programs were required to maintain specified reserve account
balances and certain balances of medical accounts receivable as
collateral to secure the notes.  NCFE directors and officers
depleted the programs' reserve accounts and collateral base by
advancing at least $1.2 billion from the programs' funds to
healthcare providers without receiving eligible receivables in
return.  These advances were essentially unsecured loans by the
programs to distressed or defunct healthcare providers -- many of
which were wholly or partly owned by NCFE or its principals.  The
complaint further alleges NCFE officials misrepresented the status
of the programs' reserve accounts and collateral base to investors
and concealed the reserve account and collateral shortfalls by
creating or allowing the creation of false offering documents,
monthly investor reports, and accounting records.

When investors discovered the reserve account transfers and
collateral shortfalls in late 2002, NCFE and the programs stopped
providing funding to healthcare providers and filed for Chapter 11
bankruptcy protection.  As a result, approximately 275 healthcare
providers were also forced to file for bankruptcy protection.
NCFE and its programs have subsequently been liquidated.

In a related criminal matter, a jury in the United States District
Court for the Southern District of Ohio had earlier convicted
Messrs. Poulsen, Ayers and Speer, and Ms. Parrett for criminal
violations, including securities fraud, based on the same facts
underlying the Commission's civil action.  On August 6, 2008, the
court sentenced Mr. Ayers to 15 years in prison and Mr. Speer to
12 years in prison.  On March 27, 2009, the Court sentenced Mr.
Poulsen to 30 years in prison and sentenced Ms. Parrett in
absentia to 25 years in prison.  Messrs. Poulsen, Ayers and Speer,
and Ms. Parrett were also held jointly and severally liable to pay
$2.38 billion in restitution to the victim investors.

The Commission thanks the United States Attorney's Office for the
Southern District of Ohio and the Federal Bureau of Investigation
for their assistance in the significant securities fraud
investigation.

                       About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets. The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

Bankruptcy Creditors' Service, Inc., publishes National Century
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by National Century Financial Enterprises Inc..
(http://bankrupt.com/newsstand/or 215/945-7000)


NATIONAL CENTURY: UAT Files December 31 Quarterly Report
--------------------------------------------------------
                          Current        Paid to       Balance
                          Quarter        Date          Due
                          -------        -------       -------
A. FEES AND EXPENSES:
1. Trustee Compensation         -              -             -
2. Fees for Attorney for
      Trustee                   -              -             -
3. Fee for Attorney for
      Debtor             $763,885    $15,417,654             -
4. Other professionals     39,221     11,268,339             -
5. All expenses,
      including trustee   229,633     22,380,161             -

B. DISTRIBUTIONS:
6. Secured Creditors            -              -             -
7. Priority Creditors           -              -             -
8. Unsecured Creditors          -    205,936,188             -
9. Equity Security
      Holders                   -              -             -
10. Other Payments or
      Transfers                 -              -             -
                       ----------     ----------    ----------
Total Plan Payments    $1,032,739   $255,002,342             -
                       ==========    ===========    ==========

                       About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets. The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

Bankruptcy Creditors' Service, Inc., publishes National Century
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by National Century Financial Enterprises Inc..
(http://bankrupt.com/newsstand/or 215/945-7000)


NATIONAL CENTURY: VI/XII Trust Files December 31 Quarterly Report
-----------------------------------------------------------------
                          Current        Paid to       Balance
                          Quarter        Date          Due
                          -------        -------       -------
A. FEES AND EXPENSES:
1. Trustee Compensation         -              -             -
2. Fees for Attorney for
      Trustee                   -              -             -
3. Fee for Attorney for
      Debtor              $55,981     $9,591,181             -
4. Other professionals     27,450      5,214,566             -
5. All expenses,
      including trustee     5,313     12,085,910             -

B. DISTRIBUTIONS:
6. Secured Creditors            -    494,353,519             -
7. Priority Creditors           -              -             -
8. Unsecured Creditors          -              -             -
9. Equity Security
      Holders                   -              -             -
10. Other Payments or
      Transfers            12,995     54,170,207             -
                       ----------     ----------    ----------
Total Plan Payments      $101,739   $575,415,384             -
                       ==========    ===========    ==========

                       About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets. The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

Bankruptcy Creditors' Service, Inc., publishes National Century
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by National Century Financial Enterprises Inc..
(http://bankrupt.com/newsstand/or 215/945-7000)


NATIONAL HOME: Gets Court Approval to Sell Riverside Property
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Arkansas
authorized National Home Centers, Inc., to sell the Riverside
property free and clear of liens.

As reported in the Troubled Company Reporter on December 17, 2009,
the Debtor sought authority to sell a residential house at
3199 Riverside Street, Springdale, Washington County, Arkansas, to
Mari Eva Mora for the gross sum of $87,000, and to pay reasonable
costs of sale including real estate commissions under the terms of
the Real Estate Contract with the purchaser.

The Debtor may pay the reasonable costs of sale from the sales
proceeds and requests that the lien of the agent be transferred to
the sales proceeds after payment of the reasonable costs of sale.
The net proceeds from the disposition of the property will be
deposited into the Debtor's DIP operating account and will be used
by the Debtor pursuant to the joint stipulation.

National Home Centers, Inc. -- One Source Home & Building Center
and Cleburne County Building Center -- operates storage units in
Springdale, Arizona.  The Company filed for Chapter 11 bankruptcy
protection on December 8, 2009 (Bankr. W.D. Ark. Case No. 09-
76195).  Charles T. Coleman, Esq.; Judy Simmons Henry, Esq.; and
Kimberly Wood Tucker, Esq., at Wright, Lindsey & Jennings 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.


NATIONAL HOME: Great American OK'd to Aid in Store Closing Sale
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Arkansas
authorized National Home Centers to:

   i) employ Great American Group, LLC, to assist the Debtor
      through the store closing sales in Bentonville and Little
      Rock until March 31, 2010; and

  ii) close its retail home centers in Bentonville, Clarksville,
      and Little Rock (Chenal), Arkansas.

As reported in the Troubled Company Reporter on January 22, 2010,
the Debtor related that the consultant will receive 1.85% of the
gross sales of the Debtor's merchandize.  The Debtor will pay
these employees, on a weekly basis, (i) store level supervisor -
$3,540 (ii) lead or financial supervisor - 4,250.

The Court also ordered that all sales of the property will be free
and clear of all liens, claims and encumbrances and all the valid
and perfected liens and claims, including the valid, perfected
lien of JPMorgan Chase Bank, N.A., as lender and administrative
agent.

Based in Springdale, Arizona, National Home Centers provides
materials for the building industry.  The company filed for
Chapter 11 bankruptcy when it failed to reach a deal with its
primary lender CIT Group.  The company is now liquidating its west
Little Rock, Arizona, home center, and phasing out LBM in
Bentonville.


NATURAL PRODUCTS: Sees Cash Hike to $13.9MM by Mid-April
--------------------------------------------------------
Natural Products Group LLC said in its initial operating report
filed with the Bankruptcy Court that it projects cash will grow
from $6.7 million in January to $13.9 million by mid-April.  The
growth in cash is thanks in part to a $10 million draw on a credit
facility.

Natural Products hopes to confirm a prepackaged reorganization
plan on Feb. 20.  Holders of unsecured claims and equity interests
are unimpaired under the Plan.  A copy of the disclosure statement
explaining the Plan is available for free at:

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

                      About Natural Products

Wilmington, Delaware-based Natural Products Group, LLC, filed for
Chapter 11 bankruptcy protection on January 27, 2010 (Bankr. D.
Delaware Case No. 10-10239).  Eric Michael Sutty, Esq.; Jeffrey M.
Schlerf, Esq.; and John H. Strock, III, Esq., at Fox Rothschild
LLP, assist the Company in its restructuring effort.  The Company
listed $100,000,001 to $500,000,000 in assets and $500,000,001 to
$1,000,000,000 in liabilities.

The Company's affiliates -- Arbonne Intermerdiate Holdco, Inc.;
Levlad Intermediate Holdco, Inc.; Arbonne International, LLC;
Levlad, LLC; Arbonne Institute of Research and Development, LLC;
Arbonne International Holdings, Inc.; and Arbonne International
Distribution, Inc. -- filed separate Chapter 11 bankruptcy
petitions.


NEW CEDAR: Court Dismisses Chapter 11 Reorganization Case
---------------------------------------------------------
The Hon. Raymund T. Lyons of the U.S. Bankruptcy Court for the
District of New Jersey dismissed the Chapter 11 case of New Cedar
Holdings, LLC.

Lakewood, New Jersey-based New Cedar Holdings, LLC, filed for
Chapter 11 on Oct. 27, 2009 (Bankr. D. N.J. Case No. 09-38636).
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.  In its petition, the Debtor
listed assets and debts both ranging from $10,000,001 to
$50,000,000.


NEWLEAD HOLDINGS: Gets Letter of Non-Compliance from Nasdaq
-----------------------------------------------------------
NewLead Holdings Ltd. received written notification from The
Nasdaq Stock Market, LLC, indicating that because the closing bid
price of the Company's common stock for the previous 30
consecutive business days was below the minimum $1.00 per share
bid price requirement for continued listing on The Nasdaq Global
Select Market, the Company is not in compliance with Nasdaq
Listing Rule 5450(a)(1).

The Company's common stock will continue to be listed and traded
on The Nasdaq Global Select Market during the applicable grace
period of 180 calendar days.  During the grace period, the Company
may regain compliance with the minimum bid price requirement by
maintaining a closing bid price at or above $1.00 per share for at
least ten consecutive business days pursuant to Listing Rule
5810(c)(3)(A).

Beyond this 180-day period ending August 9, 2010, the Company may
also be eligible for an additional grace period provided it
demonstrates compliance with all the initial standards for listing
on The Nasdaq Capital Market as set forth in Listing Rule 5505,
with the exception of the minimum bid price.

The Company continues to monitor its closing bid price and is
considering its options in order to regain compliance with the bid
price requirement.

                       Going Concern Doubt

During the three months ended September 30, 2009, and 2008, the
Company incurred a net loss of $111.3 million and a net loss of
$4.3 million, respectively, and for the nine months ended
September 30, 2009 and 2008, the Company incurred a net loss of
$123.8 million and a gain of $2.0 million, respectively.  As of
September 30, 2009, the Company reported working capital deficit
of $244.4 million, which includes $221.4 million of debt reflected
as current.

During the nine months ended September 30, 2009, and for the year
ended December 31, 2008, the Company was not in compliance with
certain covenants of its loan facility and absent any further
relaxation from the lenders, the lenders had the ability to demand
repayment of outstanding borrowings.  The new $221.4  million
facility agreement, dated October 13, 2009, entered into by the
the Company to refinance the Company's existing revolving credit
facility provided for the waiver of all financial covenants
(excluding working capital and minimum liquidity covenants) for a
period ranging from 30 to 36 months.

The above described conditions and events raise substantial doubt
about the Company's ability to continue as a going concern.

                      About NewLead Holdings

Headquartered in Piraeus, Greece, NewLead Holdings Ltd. (Nasdaq:
NEWL) -- http://www.newleadholdings.com/-- was incorporated on
January 12, 2005, under the name of "Aires Maritime Holdings
Limited.  The Company is an international shipping company that
owns and operates product tanker and dry bulk vessels.  The
Company's products tanker fleet consists of five MR tankers and
four Panamax tankers, all of which are double-hulled.  The Company
also owns three dry bulk vessels secured on period charters.

The Company is an indirect subsidiary of Aries Energy Corporation.
Aries Energy, an affiliate through its wholly-owned subsidiary
Rocket Marine Inc., currently owns approximately 23% of the
Company's outstanding common shares.

On October 13, 2009, the Company announced an approximately
$400.0 million recapitalization which resulted in Grandunion Inc.
acquiring control of the Company.  Pursuant to the Stock Purchase
Agreement entered into on September 16, 2009, a company controlled
by Michail S. Zolotas and Nicholas G. Fistes, acquired 18,977,778
newly issued common shares of the Company in exchange for three
drybulk carriers.


NEXCEN BRANDS: Extends to March 31 Trigger Date Under Facility
--------------------------------------------------------------
NexCen Brands Inc. amended its existing bank credit facility by
entering into a Waiver and Seventh Amendment by and among the
Company, NexCen Holding Corporation, a wholly owned subsidiary of
certain of the Issuer's subsidiaries and BTMU Capital Corporation.

This Waiver and Seventh Amendment modified certain provisions of
the Facility to provide relief from certain requirements related
to free cash flow margin and an obligation to issue a warrant
covering 2.8 million shares of the Company's common stock that
would have been triggered on February 28, 2010.  The material
terms of the Waiver and Seventh Amendment:

   * extended from February 28, 2010 to March 31, 2010 the trigger
     date on which BTMUCC would be entitled to receive a warrant
     covering up to 2.8 million shares of the Company's common
     stock at an exercise price of $0.01 per share if the Class B
     franchise notes are not repaid by the trigger date; and

   * waived a default related to the Issuer and Subsidiary
     Borrowers' free cash flow margin for the twelve months ended
     January 31, 2010.

A full-text copy of the Waiver and Seventh Amendment is available
for free at http://ResearchArchives.com/t/s?52f3

                        About NexCen Brands

Based in New York, NexCen Brands, Inc. (PINK SHEETS: NEXC.PK) is a
strategic brand management company with a focus on franchising.
It owns a portfolio of franchise brands that includes two retail
franchise concepts: TAF(TM) and Shoebox New York(R) as well as
five quick service restaurant franchise concepts: Great American
Cookies(R), MaggieMoo's(R), Marble Slab Creamery(R),
Pretzelmaker(R) and Pretzel Time(R).  The brands are managed by
NexCen Franchise Management, Inc., a subsidiary of NexCen Brands.

At September 30, 2009, the Company had total assets of=20
$103,027,000 against total liabilities of $151,536,000, resulting
in stockholders' deficit of $48,509,000.  At September 30, 2009,
the Company's accumulated deficit was $2,732,199,000.

In its financial report on Form 10-Q for the quarter ended
September 30, 2009, the Company said its "financial condition and
liquidity raise substantial doubt about our ability to continue as
a going concern."  According to the Company, "We are highly
leveraged; we have no additional borrowing capacity under our
credit facility; and the [Credit Facility with BTMU Capital
Corporation] imposes restrictions on our ability to freely access
the capital markets.  In addition, the BTMUCC Credit Facility
imposes various restrictions on our use of cash generated by
operations."


OSCIENT PHARMA: GLG Partners Owns 3.57% of Stock
------------------------------------------------
GLG Partners LP has filed with the Securities and Exchange
Commission Amendment No. 1 to amend the statement on Schedule 13G
filed on January 15, 2009, with respect to shares of Common Stock,
par value of $0.10 per share of Oscient Pharmaceuticals
Corporation.

The CUSIP number of the Common Stock is 68812R303.

GLG Partners LP, et al., disclosed that they may be deemed to
beneficially own shares of Oscient Pharmaceuticals Corporation's
Common Stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
GLG Market Neutral Fund                 3,431,814*      3.57%
GLG Partners LP                         3,431,814*      3.57%
GLG Partners Limited                    3,431,814*      3.57%
GLG Partners, Inc.                      3,431,814*      3.57%

*$3,774,996 aggregate principal amount of 12.50% Convertible
Guaranteed Senior Notes due 2011 convertible into 3,431,814
Shares

Oscient Pharmaceuticals Corporation's current report on Form 8-K
filed on June 16,2009, indicates there were 92,735,910 shares
outstanding as of June 9, 2009.  In calculating the percentage of
shares held by the Reporting Persons, GLG Partners LP assumed the
conversion of the reported Convertible Guaranteed Senior Notes.

A full-text copy of GLG Partners LP's amended Schedule 13G is
available for free at http://researcharchives.com/t/s?52f7

                  About Oscient Pharmaceuticals

Based in Waltham, Massachusetts, Oscient Pharmaceuticals
Corporation -- http://www.antararx.com/and
http://www.factive.com/-- and its wholly owned subsidiary,
Guardian II Acquisition Corporation, sell two products, ANTARA
(fenofibrate) capsules, which is a cardiovascular product
indicated for the adjunct treatment of hypercholesterolemia (high
blood cholesterol) and hypertriglyceridemia (high triglycerides)
in combination with diet, and FACTIVE (gemifloxacin mesylate)
tablets, which is a fluoroquinolone antibiotic indicated for the
treatment of acute bacterial exacerbations of chronic bronchitis
and community-acquired pneumonia of mild to moderate severity.

As of December 31, 2008, the Debtors' audited consolidated
financial statements reflected total assets of $174.0 million and
total liabilities of $255.2 million.

Oscient Pharmaceuticals Corporation together with an affiliate
filed for Chapter 11 on July 13, 2009 (Bankr. D. Mass. Case No.
09-16576).  Judge Henry J. Boroff presides over the case.  Charles
A. Dale III, Esq., at K&L Gates LLP, represents the Debtors.  The
Debtors also hired Ropes & Gray LLP as special litigation counsel,
and Broadpoint Capital Inc. as financial advisor.


OSCIENT PHARMA: Highbridge Int'l May Own 2.42% of Common Stock
--------------------------------------------------------------
Highbridge International LLC has filed with the Securities and
Exchange Commission Amendment No. 3 to amend the statement on
Schedule 13G filed on May 15, 2007, as amended on by Amendment No.
1 filed on February 7, 2008, and Amendment No. 2 filed on
December 2, 2008, with respect to shares of Common Stock, par
value of $0.10 per share of Oscient Pharmaceuticals Corporation.

The CUSIP number of the Common Stock is 68812R303.

As of December 31, 2009, Highbridge International LLC beneficially
owned 10,905 shares of Common Stock, $2,339,060 aggregate
principal amount of 12.50% Convertible Guaranteed Senior Notes due
2011, convertible into 2,126,417 shares of Common Stock (not
counting any accrued and unpaid interest on the Notes) and
Warrants to purchase 161,917 shares of Common Stock.

As of December 31, 2009, each of Highbridge Capital Management,
LLC and Glenn Dubin may have been deemed the beneficial owner of
10,905 shares of Common Stock, $2,339,060 aggregate principal
amount of Notes, convertible into 2,126,417 shares of Common Stock
(not counting any accrued and unpaid interest on the Notes) and
Warrants to purchase 161,917 shares of Common Stock beneficially
owned by Highbridge International LLC.

As set forth in the terms of the Notes, the number of shares of
Common Stock into which the Notes are convertible is limited to
the number of shares that would result in the Reporting Persons
having aggregate beneficial ownership of not more than 9.99% of
the total issued and outstanding shares of Common Stock.  As set
forth in the terms of the Warrants, the number of shares of Common
Stock into which the Warrants are exercisable is limited to the
number of shares that would result in the Reporting Persons having
aggregate beneficial ownership of not more than 4.99%.

Highbridge Capital Management, LLC is the trading manager of
Highbridge International LLC.  Glenn Dubin is the Chief Executive
Officer of Highbridge Capital Management, LLC.

The Company's Current Report on Form 8-K filed on June 16,2009,
indicates there were 92,735,910 shares of Common Stock outstanding
as of June 9, 2009.  Therefore, as of December 31, 2009, based on
the Company's outstanding shares of Common Stock and the shares of
Common Stock issuable upon the conversion of the Notes and
exercise of the Warrants, Highbridge International LLC
beneficially owned 2.42% of the outstanding shares of Common Stock
of the Company and each of Highbridge Capital Management LLC and
Glenn Dubin may have been deemed to beneficially own 2.42% of the
outstanding shares of Common Stock of the Company.

A full-text copy of Highbridge International's amended Schedule
13G is available for free at http://researcharchives.com/t/s?52f8

                  About Oscient Pharmaceuticals

Based in Waltham, Massachusetts, Oscient Pharmaceuticals
Corporation -- http://www.antararx.com/and
http://www.factive.com/-- and its wholly owned subsidiary,
Guardian II Acquisition Corporation, sell two products, ANTARA
(fenofibrate) capsules, which is a cardiovascular product
indicated for the adjunct treatment of hypercholesterolemia (high
blood cholesterol) and hypertriglyceridemia (high triglycerides)
in combination with diet, and FACTIVE (gemifloxacin mesylate)
tablets, which is a fluoroquinolone antibiotic indicated for the
treatment of acute bacterial exacerbations of chronic bronchitis
and community-acquired pneumonia of mild to moderate severity.

As of December 31, 2008, the Debtors' audited consolidated
financial statements reflected total assets of $174.0 million and
total liabilities of $255.2 million.

Oscient Pharmaceuticals Corporation together with an affiliate
filed for Chapter 11 on July 13, 2009 (Bankr. D. Mass. Case No.
09-16576).  Judge Henry J. Boroff presides over the case.  Charles
A. Dale III, Esq., at K&L Gates LLP, represents the Debtors.  The
Debtors also hired Ropes & Gray LLP as special litigation counsel,
and Broadpoint Capital Inc. as financial advisor.


PARROTT BROADCASTING: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Parrott Broadcasting Limited Partnership
          dba Radio Stations KIPA, KHWI and KHBC
        P.O. BOX 11
        HAGERMAN, ID 83332

Bankruptcy Case No.: 10-40017

Chapter 11 Petition Date: January 7, 2010

Court: United States Bankruptcy Court
       District of Idaho [LIVE] (Twin Falls)

Judge: Jim D. Pappas

Debtor's Counsel: Brent T. Robinson, Esq.
                  POB 396
                  Rupert, ID 83350
                  Tel: (208) 436-4717
                  Email: btr@idlawfirm.com

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

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

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

                http://bankrupt.com/misc/idb10-40017.pdf

The petition was signed by Scott D. Parker, general partner of the
Company.


PATRICK GISLER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Patrick M. Gisler
         dba Oregon Lifestyles Realty Inc.
         dba Gisler Management Inc.
         dba Crawfords Trailer Park, Inc.
       1345 Nw Wall Street, #100
       Bend, OR 97701

Bankruptcy Case No.: 10-10299

Chapter 11 Petition Date: January 11, 2010

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

Judge: Linda B. Riegle

Debtor's Counsel: Timothy P. Thomas, Esq.
                  Law Offices Of Brian D. Shapiro, LLC
                  411 E. Bonneville Ave. #300
                  Las Vegas, NV 89101
                  Tel: (702) 386-8600
                  Fax: (702) 383-0994
                  Email: TTHOMAS@BRIANSHAPIROLAW.COM

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

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

According to the schedules, the Company has assets of $8,022,700,
and total debts of $17,743,402.

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

             http://bankrupt.com/misc/nvb10-10299.pdf

The petition was signed by Mr. Gisler.


PCAA PARENT: Wants Insurance Premium Financing Pact with Flatiron
-----------------------------------------------------------------
PCAA Parent, LLC, et al., have sought authorization from the U.S.
Bankruptcy Court for the District of Delaware to enter into
postpetition insurance premium financing agreement with Flatiron
Capital.

PCAA's insurance policies were renewed or replaced on February 1,
2010.  PCAA wants to avoid having certain associated premium
payments negatively impact the liquidity and operation of its
businesses, and avoid incurring additional indebtedness under its
debtor-in-possession financing at a significantly higher interest
rate.  Without the financing, the insurance policies would be
cancelled and PCAA would lose its coverage. Alternatively, if PCAA
uses its cash to pay the premiums in full, PCAA will have to pay a
higher rate of interest on the funds, and the payment of the
premiums would be in a single, lump sum payment, which would
result in an extremely disadvantageous cash drain on PCAA's
available financing.

PCAA wants to finance the majority of the payment of the premiums
for the Premium Finance Policies and thereby pay for and maintain
its insurance.  PCAA doesn't believe that any unsecured credit is
available to finance the payment of the Premium Finance Policies.

The premium finance agreement for the Premium Finance Policies
provides for a cash down payment of $121,089 to the insurer or its
agent plus an amount financed of $428,962 at an annual percentage
rate of 4.25% in 10 monthly payments in the amount of $43,736,
resulting in a total financing charge to PCAA of $8,400.  The
first monthly payment under the premium financing agreement is due
on March 1, 2010, and the subsequent payments are due on or about
the first of each succeeding month.

The Debtors will grant Flatiron a priority security interest in
all unearned or returned premiums that may become payable under
the policies identified in the financing agreement.

Essington, Pennsylvania-based PCAA Parent, LLC, runs the largest
domestic off-site airport parking business, operating 31 off-site
airport parking facilities comprising over 40,000 parking spaces
near 20 major airports across the U.S.  The Company owns or leases
its off-airport parking facilities in, among other states,
California, Arizona, Colorado, Texas, Georgia, Tennessee,
Pennsylvania, Connecticut, New York, New Jersey, and Illinois.

The Company filed for Chapter 11 bankruptcy protection on
January 28, 2010 (Bankr. D. Del. Case No. 10-10250).  John Henry
Knight, Esq.; Lee E. Kaufman, Esq.; and Mark D. Collins, Esq.; and
Zachary I. Shapiro, Esq., at Richards, Layton & Finger, P.A.,
assist the Company in its restructuring effort.  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 -- PCAA Chicago, LLC; Parking Company of
America Airports, LLC; PCA Airports, Ltd.; PCAA GP, LLC; Parking
Company of America Airports Phoenix, LLC; RCL Properties, LLC;
PCAA LP, LLC; PCAA Properties, LLC; Airport Parking Management,
Inc.; PCAA SP-OK, LLC; PCAA SP, LLC; PCAA Oakland, LLC; and PCAA
Missouri, LLC -- filed separate Chapter 11 bankruptcy petitions.


PECAN PARK: Steps Into Bankruptcy with $12.4 Million Debts
----------------------------------------------------------
Jacob Dirr at Austin Business Journal relates that Pecan Park
Professional Plaza is part of a Chapter 11 bankruptcy filed by
Pecan Park LLC in January 2010.  The Company has $17,000 in assets
and $12.4 million in debts mostly to Wells Fargo.

Pecan Park Professional Plaza is a 32,000 square foot condominium.


READER'S DIGEST: Wants Plan Exclusivity Until April 22
------------------------------------------------------
The Reader's Digest Association, Inc., and certain of its
affiliates ask Judge Drain of the U.S. Bankruptcy Court for the
Southern District of New York to extend their exclusive right to:

  (a) file a Chapter 11 plan or reorganization through and
      including April 22, 2010; and

  (b) solicit votes for that Plan through and including June 22,
      2010, without prejudice to their right to seek additional
      extensions for cause shown.

James H.M. Sprayregen P.C., Esq., at Kirkland & Ellis LLP, in New
York, relates that the request is precautionary, insofar as the
Court confirmed the Debtors' Plan on January 19, 2010, and they
anticipate that the effective date for the Plan will occur no
later than February 28, 2010.

Nevertheless, Mr. Sprayregen asserts, because the present
Exclusive Filing Period expires on February 22, 2010, prudence
dictates seeking an extension of the Exclusive Periods in the
event additional time is needed to consummate the Plan.  As a
result, the Debtors are asking a modest two-month extension of
their Exclusive Periods.

The Debtors believe that cause exists to extend the Exclusive
Periods.  Within approximately five months since commencing their
Chapter 11 cases, the Debtors have:

  (a) made significant good-faith progress on important
      procedural, financial and operational initiatives;

  (b) confirmed a Chapter 11 plan that effects a highly
      complicated de-leveraging transaction, including the
      elimination of approximately $1.6 billion of debt;

  (c) successfully solicited orders on the issuance of new
      securities that will allow the Debtors to refinance their
      exit debt and save approximately $30 million in annual
      interest expense; and

  (d) prepared to emerge from Chapter 11 with a significantly
      de-levered capital structure and the enhanced ability to
      achieve further growth.

"Put simply, the record of these [C]hapter 11 cases to date
demonstrates a modest extension of the Exclusive Periods is
warranted to accommodate the brief delay to emergence," Mr.
Sprayregen tells Judge Drain.

Mr. Sprayregen relates that since the Petition Date, the Debtors
have worked diligently to simultaneously address several
operational and other restructuring objectives within the
timetable imposed by their Restructuring Support Agreement,
including (i) the sale of the CompassLearning, Inc. business, (ii)
assumption and rejection of certain executory contracts and
unexpired leases, and (iii) the planned relocation of their
corporate headquarters.

In connection with the Chapter 11 cases and concurrently with the
hearing to consider confirmation of the Plan, the Debtors also
sought and obtained the Court's authority to enter into a
settlement to resolve certain liabilities, estimated as of
March 31, 2009, to be approximately GBP109.0 million or
approximately $177 million, related to a defined benefit pension
scheme sponsored by RDA UK, a non-debtor foreign subsidiary.

An express condition precedent to the effectiveness of the UK
Pension Settlement is the consent of the UK Pensions Regulator
and, more specifically, that the Regulator agrees to provide
"clearance" for the transaction, which means that the Regulator
agrees that it will not exercise its power to issue notices for
financial support against other group companies in connection with
the proposed settlement.  Although the Debtors reasonably believed
that the Regulator's interests would be aligned with the UK
Trustee and the Board of the Pension Protection Fund, on
January 27, 2010, the Regulator notified RDA UK that it would not
consent to the proposed settlement and that the application for
"clearance" with respect to the proposed settlement had been
denied.

In light of the unanticipated response by the Regulator, the
Debtors, in consultation with their senior secured lenders, have
determined that it is appropriate and in the best interests of the
bankruptcy estates to briefly delay emergence from the Chapter 11
cases to address matters related to the UK Pension Settlement.
The Debtors' senior secured lenders will be the new equity owners
of the Reorganized Debtors.

The Debtors have also sought and obtained the Court's authority to
provide limited funding to the UK business to cover the costs and
expenses necessary to assist the foreign unit in pursuing its
options under UK insolvency law.

The Court will commence a hearing on February 24, 2010, to
consider the Debtors' request.  Objections are due February 19.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of US$2.2 billion against total debts of US$3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


RENAISSANT LAFAYETTE: U.S. Trustee Forms 3-Member Creditors Panel
-----------------------------------------------------------------
William T. Neary, the U.S. Trustee for Region 11, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 case of Renaissant Lafayette LLC.

The Creditors Committee members are:

  1. American Millwork & Hardware
     c/o Mr. Steve Hogaboom
     4505 West Woolworth Avenue
     Milwaukee, WI 53218-1414
     Tel: (414) 375-1133
     Fax: (414) 358-0533

  2. Lippert Tile Co., Inc.
     c/o Mr. Les Lippert
     N89 W14260 Patrita Drive
     Menomonee Falls, WI 53051-2355
     Tel: (262) 437-9300
     Fax: (262) 437-9695

  3. Lagina Plumbing Inc.
     c/o Mr. James Lagina
     3618 West Pierce Street
     Milwaukee, WI 53215-1055
     Tel: (414) 645-7527
     Fax: (414) 645-4025

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.

Oak Brook, Illinois-based Renaissant Lafayette LLC is the owner of
a 280-unit luxury condominium development in Milwaukee named Park
Lafayette.  The project is at the intersection of North Prospect
Avenue and Lafayette Place in Milwaukee.  So far, 39 units were
sold.

The Company filed for Chapter 11 bankruptcy protection on
December 23, 2009 (Bankr. E.D. Wis. Case No. 09-38166).  Forrest
B. Lammiman, Esq., at Meltzer, Purtill & Stelle LLC, assists the
Company in its restructuring effort.  The Company listed
$50,000,001 to $100,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.


SMURFIT-STONE: Applies for Nod of $650 Mil. ABL Revolving Facility
------------------------------------------------------------------
Smurfit-Stone Container Corp. and its units ask the Court for
authority to:

  (a) enter into a $650,000,000:

         * Senior Secured ABL Facility Commitment Letter with
           Deutsche Bank AG New York Branch, Deutsche Bank
           Securities Inc., JPMorgan Chase Bank, N.A., J.P.
           Morgan Securities Inc., certain other financial
           institutions that will also act in a capacity as lead
           arrangers and certain other financial institutions;

         * Senior Secured ABL Facility Agent Fee Letter with
           certain of the Agents; and

         * Senior Secured ABL Facility Joint Fee Letter with
           certain of the Agents;

  (b) pay certain fees and expenses set in the terms and
      conditions of, the ABL Facility Commitment Documents;

  (c) furnish certain indemnities set in the terms and
      conditions of, the ABL Facility Commitment Documents; and

  (d) file under seal the Agent Fee Letter and the Joint Fee
      Letter.

As previously reported, the Court authorized the Debtors to enter
into an Engagement and Arrangement Letter and Arrangement Fee
Letter with respect to a $1,200,000,000 term loan facility.  The
Debtors have negotiated definitive documentation for the Term
Loan Facility and have sought authority to enter into the Term
Loan Facility and approval of the related credit facility
documents in a separate request.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, relates that entry into the ABL Facility Commitment
Documents constitutes the first step in arranging the Debtors'
contemplated $650,000,000 exit revolving loan facility.

The Debtors have long known that exit financing would be required
to implement a plan of reorganization, Mr. Conlan says.
Accordingly, he notes that the Debtors maintained ongoing
relationships with numerous financial institutions and completed
numerous analyses as to the likely amount and structure of an
exit financing.

After examining their options, and in consultation with their
financial advisors, Lazard Freres & Co. LLC, the Debtors selected
the Agents to arrange the financing under the ABL Facility.

         Terms of the ABL Facility Commitment Documents

The Commitment Letter contains various provisions related to the
indemnification, fees and expenses, and termination of the
Debtors' engagement of the Agents.

The Lead Arrangers plan and reserve the right to arrange a
syndicate of banks, financial institutions and other lenders
identified by the Lead Arrangers in consultation with the Debtors
pursuant to a syndication to be managed exclusively by the Lead
Arrangers in consultation with the Debtors to provide the ABL
Facility.  The Lead Arrangers additionally reserve the right to
syndicate all or a portion of the initial lenders' commitments
with respect to the ABL Facility to a group of lenders identified
by the Agents in consultation with and acceptable to the Debtors.

All aspects of the syndication of the ABL Facility, including,
but not limited to, timing, potential syndicate members to be
approached, titles, allocations and division of fees to the
potential syndicate members will be determined by the Lead
Arrangers in consultation with the Debtors.

Each Agent's agreements with respect to the ABL Facility will
automatically terminate, unless each of the parties thereto, in
their sole discretion, agree to an extension, on the first to
occur of (i) 5:00 p.m., New York City time, on March 15, 2010, if
the Debtors have not obtained by that time and date, all the
approvals required with respect to the enforceability of the
terms and conditions of the Commitment Letter, the Agent Fee
Letter, and the Joint Fee Letter from the Bankruptcy Court, (ii)
April 30, 2010, if the Closing Date has not occurred by the date,
or (iii) July 16, 2010, if the Funding Date has not occurred by
that date.

Mr. Conlan notes that the Commitment Letter makes reference to
the Term Sheet attached to the Commitment Letter which sets the
terms and conditions for the ABL Facility.  He tells the Court
that the final terms and conditions of the ABL Facility will be
included in a comprehensive new credit agreement that is expected
to be agreed upon between the Debtors and the Agents.

A copy of the Commitment Letter is available for free at:

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

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Calpine Corrugated Cash Use Extended to May 1
------------------------------------------------------------
The Bankruptcy Court has extended Calpine Corrugated LLC's
authority to use the cash collateral from January 30, 2010, to and
including May 1, 2010, effective as of January 30, and in
accordance with a new 13-week budget.

A copy of the Budget is available for free at:

             http://bankrupt.com/misc/SmrftCC13wkBud.pdf

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Fine Tunes Plan & Disclosure Statement
-----------------------------------------------------
Smurfit-Stone Container Corp. and its units submitted proposed
revisions to their Chapter 11 Plan of Reorganization and
Disclosure Statement describing the Plan in order to address
certain objections made against the Disclosure Statement, which
generally asserted that the Disclosure Statement does not contain
"adequate information."

The proposed amendment to the Disclosure Statement, include the
addition of these documents and exhibits:

  * chart of the Debtors' post emergence organizational
    structure; and

  * Lazard Freres &Co. LLC's liquidation and valuation analysis
    of the Debtors' enterprise based on their September 2009
    balance sheet.

In addition, the Debtors added sections to the Disclosure
Statement which provide information regarding:

  -- exit facilities of the Reorganized Debtors and the approval
     of an exit term loan facility request made by the Debtors
     on January 2, 2010;

  -- plant closures in Ontonagon, Michigan and Missoula,
     Montana;

  -- 7.375% Notes Due 2014 and Related Claims and Pleadings; and

  -- the resolution of the objections made by certain parties to
     the Disclosure Statement.

Subsequently, the Disclosure Statement was approved by the Court
as containing "adequate information" to enable holders of claims
against the Debtors to make an informed judgment as to whether to
accept or reject the Plan, and authorized its use in connection
with the solicitation of votes with respect to the Plan.

On February 4, 2010, the Debtors submitted the latest versions of
the Plan and Disclosure Statement for use in soliciting for votes
on the Plan.

The Debtors relate that no solicitation of votes may be made
except pursuant to the latest Disclosure Statement and Section
1125 of the Bankruptcy Code.  In addition, they note that in
voting on the Plan, Holders of Claims should not rely on any
information relating to the Debtors and their businesses, other
than the information contained in the latest Disclosure
Statement, the Plan, and all related exhibits and appendices.

A copy of the latest version of the Disclosure Statement is
available for free at:  http://bankrupt.com/misc/SmrftLtstDS.pdf

Aside from the Plan, the latest Disclosure Statement contains
these documents as exhibits:

  * a chart of the U.S. and Cross-Border Debtors:
    http://bankrupt.com/misc/SmurfDebtorsChart.pdf

  * reorganized Smurfit-Stone Container Corporation post-
    emergence charts: http://bankrupt.com/misc/SmrfRorgSChrt.pdf

  * a financial projection which assumes March 31, 2010 as the
    Plan effective date:

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

  * a liquidation analysis:

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

  * SSCC's quarterly report for the quarter ended September 30,
    2009: http://bankrupt.com/misc/SmrftSep10Q.pdf

A copy of the latest version of the Plan is available for free
at:  http://bankrupt.com/misc/SmrftLtstPlan.pdf

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Proposes $1.2 Bil. Exit Financing Deal
-----------------------------------------------------
Smurfit-Stone Container Corp. and its units previously sought and
obtained authority from the Court to enter into an exit term loan
facility engagement and arrangement letter and fee letter with
JPMorgan Chase Bank, N.A., J.P. Morgan Securities, Inc., Deutsche
Bank Securities Inc. and Banc of America Securities LLC, which
constituted the first step in arranging the Debtors' contemplated
$1,200,000,000 Term Loan Facility.

In their Term Loan Arrangement Motion, the Debtors stated that
once the Term Loan Arrangement Documents were executed and
approved, the Arrangement Parties and Debtors would seek
commitments from prospective lenders in respect of the Term Loan
Facility and would negotiate definitive documentation for the
Term Loan Facility.  The Debtors further stated that they would
separately seek the Court's authority to enter into a definitive
credit agreement in respect of the Term Loan Facility.

According to James F. Conlan, Esq., at Sidley Austin LLP, in
Chicago, Illinois, the Arrangement Parties have used commercially
reasonable efforts to structure, arrange and syndicate the
$1,200,000,000 Term Loan Facility and assisted the Debtors in
obtaining commitments from lenders.  He adds that the Arrangement
Parties scheduled a meeting with the Debtors' representatives and
prospective lenders in New York City on January 13, 2010, to
discuss with the prospective lenders information regarding the
Debtors and the terms and conditions of the proposed Term Loan
Facility and to respond to any questions of the prospective
lenders.

Mr. Conlan says that upon the execution of the Term Loan
Arrangement Documents, the Debtors and the Arrangement Parties
have negotiated a comprehensive credit agreement in good faith
based on the term and conditions provided for in the term sheet.

The Credit Agreement provides for the $1,200,000,000 Term Loan
Facility that the Debtors will use, together with cash on hand,
(i) to satisfy certain claims against the Debtors pursuant to the
Plan and (ii) for general corporate purposes and working capital
needs.

In a subsequent request, the Debtors ask the Court for authority
to enter into a Senior Secured Term Loan Exit Facility with
JPMorgan Chase, as administrative agent, J.P. Morgan Securities,
DBSI and Banc of America as joint bookrunners and co-Lead
arrangers, DBSI as syndication agent, BAS as documentation agent,
and other lenders party thereto.

In addition, the Debtors ask the Court to approve as an
administrative expense claim against Smurfit-Stone Container
Enterprises, Inc. any indemnification, cost reimbursement and fee
obligations accruing or payable on or prior to the date upon
which all conditions specified in the Credit Agreement are
satisfied or the "Funding Date".

Mr. Conlan points out that a key element of the restructuring
contemplated by the Debtors' Joint Chapter 11 Plan of
Reorganization is the availability of exit financing that
provides sufficient funding for the Debtors to meet their cash
obligations under the Plan and for the reorganized Debtors to
have sufficient working capital for their business operations and
general corporate purposes.

The Credit Agreement will become effective after its approval by
the Court and execution by relevant parties.  However, the
obligations of the lenders to make the loans described in the
Credit Agreement will not be effective until the "Funding Date",
which is the date upon which all of the conditions specified in a
certain section of the Credit Agreement are satisfied and is
anticipated to be the effective date of the Plan.

The Credit Agreement provides that the Debtors will pay JPMCB, as
administrative agent, and for the account of each of the lenders,
(i) a participation fee which will be earned on the Closing Date
and payable on the Funding Date and (ii) a fee payable on the
Funding Date, in addition to the fees payable to the Arrangement
Parties as set forth in the Term Loan Arrangement Motion and
approved in the Term Loan Arrangement Order and an administrative
agency fee.

If the Funding Date does not occur within five months after the
Closing Date, the lenders' commitment to provide loans under the
Term Loan Facility will terminate; however, the Debtors will
still be obligated to pay the Participation Fees and the
Arrangement Fees earned on the Closing Date.  Likewise, if SSCE,
as borrower under the Term Loan Facility, terminates the
commitments of the lenders prior to the Funding Date, the Debtors
will still be obligated to pay the Participation Fees and
Arrangement Fees earned on the Closing Date.

The Credit Agreement further provides that any fees, expenses,
indemnities or other amounts accruing or payable on or prior to
the Funding Date will be treated as administrative expense claims
against SSCE, as the borrower under the Term Loan Facility.  The
estimated aggregate amount of fees and expenses payable by the
Debtors in connection with the Term Loan Exit Facility is
approximately $39,000,000 to $40,500,000, which includes fees and
expenses in respect of (i) the Participation Fees, (ii) the
Arrangement Fees, (iii) an administrative agency fee, (iv)
counsel for the Arrangers and for the Debtors, (v) financial
advisors for the Debtors, (vi) out-of-pocket costs for the
Arrangers, (vii) Intra-Links and (viii) other miscellaneous
expenses.

The term loans made under the Term Facility will be repayable in
equal quarterly installments of 25 basis points beginning
September 30, 2010, for five years and nine months in an
aggregate amount equal to one-percent annually of its original
principal amount, with the balance payable at maturity.  The Term
Loan Commitments will terminate if the Funding Date has not
occurred on or prior to the date that is five months after the
Closing Date.

Interest on the loans will accrue on a per annum basis, at the
option of the company, at (i) the LIBOR rate for the applicable
interest period, subject to a two-percent floor, plus five-
percent or (ii) the ABR plus four-percent.

The Term Loans will be secured by (a) a first priority lien on
substantially all assets of SSCE and its material U.S.
subsidiaries and a pledge of capital stock of all material
subsidiaries and (b) a second priority lien on the accounts
receivable, inventory and related assets of SSCE and its material
U.S. subsidiaries.

Mr. Conlan asserts that exit financing is necessary to finance
the Debtors' obligations under the Plan and to provide them with
essential funding for their emergence from Chapter 11.  He adds
that rather than bear the risk of an adverse change in the
financial markets or the occurrence of other circumstances that
might create obstacles to their emergence from Chapter 11, the
Debtors sought to secure the necessary exit financing commitments
as promptly as possible, and therefore seek to enter into the
Term Loan Facility and Credit Agreement at this time.

A copy of the Credit Agreement is available for free at:

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

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SPANSION INC: Plan Confirmation Hearing Postponed to Feb. 24
------------------------------------------------------------
Spansion Inc. has pushed the plan confirmation hearing by 12 days
to Feb. 24.

Bill Rochelle at Bloomberg News notes that the holders of
exchangeable debentures voted against the Plan, meaning that
Spansion must use the so-called cramdown process to win approval
from the judge.  Unsecured creditors voted over 80% percent in
favor of the plan even though the official unsecured creditors'
committee urged its constituency to vote against the plan.

Spansion's reorganization plan contemplates full payment to the
holders of $625 million in floating rate notes by giving them
$158 million cash, $238 million in new notes, and $238 million in
new convertible notes.  Unsecured creditors are to split up some
46.3 million shares of stock.  The unsecured claim pool is made up
of $251 million in senior notes, $208 million in exchangeable
debentures, and claims of general unsecured creditors ranging
between $440 million and $841 million.  The Disclosure Statement
anticipates that unsecured creditors will recover between 31% and
45% from the stock.  The $7 million secured credit facility is to
be paid in full.

                        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: Harbinger Master Fund Owns 28.43% of Common Stock
------------------------------------------------------------------
Harbinger Capital Partners Master Fund I, Ltd., and its related
entities have filed with the Securities and Exchange Commission an
amendment its Schedule 13D originally filed September 8, 2009.

The CUSIP number of the Common Stock is 84762L204.

Harbinger Capital Master Fund I, Ltd., et al., disclosed that they
may be deemed to beneficially own shares of Spectrum Brands Inc.'s
common stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Harbinger Capital Partners Master
  Fund I, Ltd.                          8,708,253      28.43%
Harbinger Capital Partners LLC          8,708,253      28.43%
Harbinger Capital Partners Special
  Situations Fund, L.P.                 1,891,716       6.18%
Harbinger Capital Partners Special
  Situations Fund GP, LLC               1,891,716       6.18%
Global Opportunities Breakaway Ltd.     1,453,850       4.75%
Harbinger Capital Partners II LP        1,453,850       4.75%
Harbinger Capital Partners II GP LLC    1,453,850       4.75%
Harbinger Holdings, LLC                10,599,969      34.61%
Philip Falcone                         12,053,819      39.35%

Percentage ownerships of shares in this Schedule 13D are based
upon the 30,629,213 shares stated to be outstanding as of
February 8, 2010, by Spectrum Brnad in its quarterly report on
Form 10-Q for the quarter which ended January 3, 2010.

A full-text copy of Harbinger Master Fund's amended Schedule 13D
is available for free at http://researcharchives.com/t/s?52ef

                     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).

On February 9, 2010, the Company signed a merger agreement with
Russell Hobbs, Inc.  The consummation of the merger is anticipated
to occur by the end of the third or fourth quarter of Spectrum
Brands' fiscal year 2010.

                         *     *     *

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: Gets Court Nod to Hire Garden City as Claims Agent
---------------------------------------------------------------
Spheris Inc., et al., sought and obtained permission from the Hon.
Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware to employ The Garden City Group, Inc., as notice, claims
and balloting agent.

GCG will, among other things:

     a. prepare and serve required notices in the Debtors' Chapter
        11 cases;

     b. receive and record proofs of claim and proofs of interest
        filed, and create and maintain official claims registers;

     c. act as balloting agent; and

     d. provide access to the public for examination of copies of
        the proofs of claim or interest without charge during
        regular business hours.

GCG will be compensated based on its agreement with the Debtors.
A copy the agreement is available for free at:

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

Jeffrey S. Stein, vice president of GCG, 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. Del. 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.


SPHERIS INC: DIP Financing, Cash Collateral Use Get Interim OK
--------------------------------------------------------------
Spheris Inc., et al., sought and obtained interim authorization
from the Hon. Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware to obtain postpetition secured financing from
a syndicate of lenders led by Cratos Capital Management LLC as
administrative agent and and Ableco, L.L.C., as collateral agent,
and to use cash collateral.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
and Michael J. Kelly, Esq., at Willkie Farr & Gallagher LLP,
explain that the Debtors need the money to fund their Chapter 11
case, pay suppliers and other parties.

A group of lenders have committed to provide up to $7,500,000 in
principal amount of postpetition financing on an interim basis
and, thereafter, an additional $7,500,000 on a final basis.

The DIP facility will mature on May 4, 2010.  Each loan will incur
interest at: (a) if the relevant loan is a LIBOR Rate Loan, at a
rate per annum equal to the LIBOR Rate plus the Applicable LIBOR
Margin, and (b) otherwise, at a rate per annum equal to the
Reference Rate plus the Applicable Reference Rate Margin.

In lieu of having interest charged at the rate based upon the
Reference Rate, the Debtors will have the option to have interest
on all or a portion of the loans be charged at a rate of interest
based upon the LIBOR Rate.  At an event of default, the Debtors
will no longer have the option to request that the loans bear
interest at the LIBOR Rate and Administrative Agent will have the
right to convert the interest rate on all outstanding LIBOR Rate
Loans to the rate then applicable to Reference Rate Loans
hereunder.

Upon occurrence of an event of default, the principal of, and all
accrued and unpaid interest on all loans, fees, indemnities, or
any other obligations of the loan parties under the DIP Agreement
and the other loan documents will bear interest, from the date of
the start of the event of default until the date that the event of
default is cured or waived in writing in accordance herewith, at a
rate of interest per annum equal to the rate of interest otherwise
in effect from time to time pursuant to the terms of the DIP
Agreement plus 2.0 percentage points, or, if a rate of interest is
not otherwise in effect, interest at the highest rate specified in
the DIP Agreement for any loan prior to the event of default plus
2.0 percentage points.

The Debtors will grant security interests, liens and superpriority
claims and limited consensual priming liens to the Agents and
Lenders to secure all obligations of the Debtors in respect of the
DIP Facility.

The DIP lien is subject to a carve-out for the U.S. Trustee and
Clerk of Court fees; up to $500,000 earmarked solely for the
payment of a transaction fee to Jefferies & Company, Inc.,
pursuant to its engagement letter, dated as of February 9, 2009
(as amended on September 30, 2009), with the loan parties to the
extent that the fee is paid upon the consummation of a sale the
terms and conditions of which are approved by the Agents; and
(iv) $1,600,000 in respect of Carve-Out Expenses for professionals
other than Jefferies & Company, Inc.

The Debtors are required to pay: (i) on the interim facility
effective date, a non-refundable commitment fee equal to $300,000;
(ii) from and after the interim facility effective date and until
the final maturity date, an unused line fee to the Administrative
Agent in accordance with their Pro Rata Shares, which will accrue
at the rate per annum of 0.75% on the excess, if any, of the total
commitment over the sum of the average principal amount of loans
outstanding from time to time and will be payable monthly in
arrears on the first day of each month commencing on March 1,
2010; and (iii) from and after the interim facility effective date
and until the later of the final maturity date and the date on
which obligations are paid in full, a loan serving fee equal to
$10,000 per month to the Administrative Agent, payable on the
interim facility effective date and monthly in advance thereafter
on the first day of each calendar quarter commencing on March 1,
2010.

Any prepayment made will be accompanied by the payment of accrued
interest on the principal amount being prepaid to the date of
prepayment, and if the prepayment would reduce the amount of the
outstanding loans to zero at a time when the total commitment has
been terminated, the prepayment will be accompanied by the payment
of fees accrued to the date of the DIP agreement, as addressed
above in the summary of fees.

The loan documents provide that the obligations of the loan
parties will constitute allowed administrative expenses in the
Chapter 11 cases.

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

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

Messrs. Brady and Kelly say that the Debtors will also use the
Cash Collateral to provide additional liquidity.

The Debtors will grant the prepetition lenders (i) superpriority
claim having priority over all administrative expenses, subject
and subordinate only to the Carve-Out Expenses and the claims
under the DIP Facility; (ii) replacement liens on substantially
all property and assets of the Debtors, subject only to the Carve-
Out Expenses, the Liens, and any valid, perfected, enforceable and
unavoidable liens; and (iii) payment of reasonable costs and
expenses of the prepetition lenders.

The Court has set a final hearing for February 19, 2010, on the
Debtors' request to obtain DIP financing and use cash collateral.

The Agents are represented by Schulte Roth & Zabel LLP and Landis
Rath & Cobb LLP.

                          About Spheris

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.


SPHERIS INC: Wants to Hire Willkie Farr as Co-Counsel
-----------------------------------------------------
Spheris Inc., et al., have asked for permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Willkie
Farr & Gallagher LLP as co-counsel.

WF&G will, among other things:

     a. provide the Debtors with advice, represent the Debtors,
        and prepare necessary documents on behalf of the Debtors,
        in the areas of bankruptcy law, corporate finance,
        employee benefits, and tax, as well as with regard to
        commercial litigation, debt restructuring, and asset
        dispositions;

     b. take necessary actions to protect and preserve each of the
        Debtors' estates during the pendency of the Chapter 11
        cases, including the prosecution of actions by the
        Debtors, the defense of actions commenced against the
        Debtors, negotiations concerning litigation in which the
        Debtors are involved, and the objection to claims filed
        against the estates;

     c. prepare necessary motions, applications, answers, orders,
        reports, and papers in connection with the administration
        of the Chapter 11 cases; and

     d. counsel the Debtors with regard to their rights and
        obligations as debtors-in-possession.

Michael J. Kelly, a member of WF&G, says that the firm will be
paid based on the hourly rates of its personnel:

        Attorneys                  $290-$995
        Paralegals                 $110-$280

Mr. Kelly assures the Court that WF&G is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

The Debtors have applied or will apply to the Court to retain
Young Conaway Stargatt & Taylor, LLP as co-counsel; Capstone
Advisory Group, LLC, to provide Robert Butler to act as Chief
Restructuring Officer of the Debtors and additional personnel;
Jefferies & Company, Inc., as financial advisor; Deloitte Tax LLP
as tax advisor; The Garden City Group, Inc., as notice, claims,
and balloting agent; Ernst & Young LLP as auditor; and Bass, Berry
and Sims PLC as special counsel.  The Debtors' members, partners,
and/or directors, as applicable, and the Debtors' senior
management are committed to minimizing duplication of services in
order to reduce professional costs, among other things.  WF&G is
prepared to work closely with each professional to ensure that
there is no unnecessary duplication of effort or cost.

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. Del. 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.


SPHERIS INC: Wants Robert Butler as Chief Restructuring Officer
---------------------------------------------------------------
Spheris Inc., et al., have sought permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Robert L.
Butler of the Capston Advisory Group, LLC, as chief restructuring
officer.

Pursuant to Capston's agreement with the Debtors, Mr. Butler,
along with additional personnel, will, among other things provide
these services:

     a. in consultation with management of the Debtors and subject
        to the approval of the Board of Directors of the Debtors,
        develop and implement a chosen course of action to
        preserve asset value and maximize recoveries to
        stakeholders;

     b. oversee the operations of the Debtors through the selected
        course of action;

     c. ascertain personnel, funding, and other resources and
        actions necessary to effectuate the chosen course of
        action; and

     d. enter into agreements on behalf of the Debtors and make
        payments on behalf of the Debtors, including, without
        limitation, payments under the agreement to the CRO and
        other personnel of Capstone acting as consultants of the
        Debtors hereunder and payments to other service providers
        in connection with the operations of the Debtors on the
        matters contemplated by the engagement.

Capston will be paid based on the hourly rates of its personnel:

        CRO                            $575
        Executive Directors         $600-$760
        Staff                       $275-$590
        Support Staff               $120-$275

Robert L. Butler, managing director of Capstone, 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. Del. 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.


SUNRISE SENIOR: High Rise Capital Reports 3.5% Stake
----------------------------------------------------
High Rise Capital Advisors, LLC, and its affiliated entities
disclosed that as of December 31, 2009, they may be deemed to
beneficially own 1,779,965 shares or roughly 3.5% of the common
stock of Sunrise Senior Living Inc.

The affiliated entities are:

     * High Rise Partners II, L.P.;
     * High Rise Partners II (a), L.P.;
     * High Rise Institutional Partners, L.P.;
     * Cedar Bridge Realty Fund, L.P.;
     * Cedar Bridge Institutional Fund, L.P.; and
     * Bridge Realty Advisors, LLC

High Rise Capital Advisors serves as the general partner of the
High Rise Partnerships and as sole managing member of the CB
General Partner with respect to shares of Common Stock directly
owned by each of the Partnerships.

Bridge Realty Advisors serves as the general partner to the Cedar
Bridge Partnerships, with respect to shares of Common Stock
directly owned by each of the Cedar Bridge Partnerships.

David O'Connor serves as senior managing member of the General
Partner with respect to shares of Common Stock owned by the
Partnerships.  Charles Fitzgerald serves as the managing member of
the General Partner with respect to shares of Common Stock owned
by the Partnerships.

                    About Sunrise Senior Living

Sunrise Senior Living -- http://www.sunriseseniorliving.com/-- a
McLean, Va.-based company, employs approximately 40,000 people. As
of November 18, 2009, Sunrise operated 382 communities in the
United States, Canada, Germany and the United Kingdom, with a
combined unit capacity of 40,175 units. Sunrise offers a full
range of personalized senior living services, including
independent living, assisted living, care for individuals with
Alzheimer's and other forms of memory loss, as well as nursing and
rehabilitative services.

At September 30, 2009, the Company had total assets of
$1.096 billion against total liabilities of $1.092 billion.  At
Sept. 30, 2009, Sunrise had a retained loss of $471.4 million and
stockholders' deficit of $87,000.  With non-controlling interest
of $4.1 million, Sunrise had total equity of $4.0 million at
September 30, 2009.  Moreover, Sunrise's September 30 balance
sheet showed strained liquidity: The company had $373.6 million in
total current assets against $860.5 million in total current
liabilities.


SUNRISE SENIOR: The Klaassens Report 10.5% Equity Stake
-------------------------------------------------------
Paul J. and Teresa M. Klaassen disclosed that as of December 31,
2009, they may be deemed to beneficially own in the aggregate
5,943,852 shares or roughly 10.5% of the common stock of Sunrise
Senior Living Inc.

The stake consists of (i) 5,071,494 shares held jointly by Mr. and
Mrs. Klaassen as tenants by the entireties, (ii) stock options to
purchase 700,000 shares of common stock held individually by Mr.
Klaassen, (iii) 51,212 shares held directly by Mr. Klaassen; and
(iv) 121,146 shares held by The Klaassen Family Private
Foundation.

                    About Sunrise Senior Living

Sunrise Senior Living -- http://www.sunriseseniorliving.com/-- a
McLean, Va.-based company, employs approximately 40,000 people. As
of November 18, 2009, Sunrise operated 382 communities in the
United States, Canada, Germany and the United Kingdom, with a
combined unit capacity of 40,175 units. Sunrise offers a full
range of personalized senior living services, including
independent living, assisted living, care for individuals with
Alzheimer's and other forms of memory loss, as well as nursing and
rehabilitative services.

At September 30, 2009, the Company had total assets of $1.096
billion against total liabilities of $1.092 billion.  At Sept. 30,
2009, Sunrise had a retained loss of $471.4 million and
stockholders' deficit of $87,000.  With non-controlling interest
of $4.1 million, Sunrise had total equity of $4.0 million at
September 30, 2009.  Moreover, Sunrise's September 30 balance
sheet showed strained liquidity: The company had $373.6 million in
total current assets against $860.5 million in total current
liabilities.


SUNRISE SENIOR: Soundpost, Weiss No Longer Hold Stakes
------------------------------------------------------
Soundpost Partners, LP, and Jaime Lester disclosed that as of
December 31, 2009, they no longer hold shares of Sunrise Senior
Living, Inc. common stock.  Soundpost Partners did not disclose
its reason for unloading the shares.

Weiss Multi-Strategy Advisers LLC; George A. Weiss; and Frederick
E. Doucette III also disclosed that they no longer hold Sunrise
Senior Living shares.

Meanwhile, Sunrise Senior Living said it entered into a Second
Amendment, effective as of 5:00 p.m., New York City time, on
January 27, 2010, to its existing Rights Agreement, dated as of
April 24, 2006, as amended as of November 19, 2008, between the
Company and American Stock Transfer & Trust Company, as rights
agent.

The Amendment amends the definition of "Acquiring Person" to
exclude FMR LLC, together with its Affiliates and Associates,
provided that -- and only so long as each of the following is
satisfied: (i) FMR is the beneficial owner of the Company's
outstanding common stock constituting in the aggregate 14.9% or
less of the Company's outstanding common stock, inclusive of the
shares of common stock currently beneficially owned by FMR, (ii)
FMR acquired, and continues to beneficially own such shares of
common stock in the ordinary course of business with no purpose or
effect of changing or influencing the control, management or
policies of the Company or its subsidiaries, and not in connection
with or as a participant in any transaction having such purpose or
effect, and (iii) FMR is not required to report its beneficial
ownership on Schedule 13D under the Exchange Act, and, if FMR is
the beneficial owner of shares of common stock of 10% or more of
the shares of common stock then outstanding, is eligible to file a
Schedule 13G to report its beneficial ownership of such shares of
common stock.

                    About Sunrise Senior Living

Sunrise Senior Living -- http://www.sunriseseniorliving.com/-- a
McLean, Va.-based company, employs approximately 40,000 people. As
of November 18, 2009, Sunrise operated 382 communities in the
United States, Canada, Germany and the United Kingdom, with a
combined unit capacity of 40,175 units. Sunrise offers a full
range of personalized senior living services, including
independent living, assisted living, care for individuals with
Alzheimer's and other forms of memory loss, as well as nursing and
rehabilitative services.

At September 30, 2009, the Company had total assets of
$1.096 billion against total liabilities of $1.092 billion.  At
Sept. 30, 2009, Sunrise had a retained loss of $471.4 million and
stockholders' deficit of $87,000.  With non-controlling interest
of $4.1 million, Sunrise had total equity of $4.0 million at
September 30, 2009.  Moreover, Sunrise's September 30 balance
sheet showed strained liquidity: The company had $373.6 million in
total current assets against $860.5 million in total current
liabilities.


SUNRISE SENIOR: SVP Schwartz Gets Axe Amid Spending Cuts
--------------------------------------------------------
Sunrise Senior Living, Inc., has said that, in connection with the
Company's continued efforts to reduce corporate spending, the
employment of Daniel Schwartz, Sunrise's senior vice president of
North American Operations, will be terminated effective May 31,
2010.

The Company's community operations will now report to Mark Ordan,
Sunrise's chief executive officer, along with Senior Vice
Presidents of Operations Laura McDuffie and Ron Jeanneault, who
bring many years of both financial and operating management at
Sunrise.

On January 22, 2010, the Company's Board of Directors terminated
Mr. Schwartz's employment other than for "Cause", effective as of
May 31, 2010.  On January 22, 2010, the Compensation Committee of
the Corporation's Board of Directors approved the terms of the
termination of Mr. Schwartz's employment.

Mr. Schwartz will generally receive the severance payments and
benefits payable to him pursuant to the Employment Agreement upon
a termination of his employment other than for "Cause", except
that in lieu of a lump sum cash severance payment equal to two
years' base salary and 75% of his target bonus amount (based on
his base salary of $350,000 and target bonus of 100% of base
salary), Mr. Schwartz will receive such cash severance payment in
the form of equal monthly installments of 1/24th of the total cash
severance amount commencing July 2010 and continuing until
December 2010, and the remaining balance to be paid in a lump sum
on December 31, 2010.

In addition, Mr. Schwartz will be entitled to outplacement
services at the Corporation's expense (not to exceed $9,000).
Lastly, Mr. Schwartz will be subject to a covenant of non-
solicitation of the Corporation's employees and customers during
his employment and for two-years thereafter, to a covenant of non-
competition during his employment and for a period of one year
thereafter (rather than for a period of two years following
employment, as provided in the Employment Agreement), and to
perpetual duties of confidentiality and non-disparagement.

"We are all grateful for Daniel's nearly 15 years of service to
Sunrise and the significant contributions he has made in
championing the quality of life of thousands of residents and the
team members who serve them," said Mark Ordan.

As reported by the Troubled Company Reporter, Sunrise Senior
Living on October 27 disclosed that it entered into a
restructuring agreement, in the form of a binding term sheet, with
Capmark Finance Inc. and Natixis, London Branch, two lenders of
Sunrise and certain of its affiliates, to settle and compromise
their claims against Sunrise and certain of its affiliates,
including under operating deficit and principal repayment
guarantees provided by Sunrise and certain of its affiliates in
support of Sunrise's German subsidiaries.  Capmark Finance and
Natixis contended that the claims had an aggregate value of
approximately US$121.6 million.  The binding term sheet
contemplated that, on or before the first anniversary of the
execution of definitive documentation for the restructuring,
certain other identified lenders of Sunrise may elect to
participate in the restructuring with respect to their asserted
claims.  The claims being settled by Capmark Finance and Natixis
represent 77.5% of the aggregate amount of claims asserted by the
lenders that may elect to participate in the restructuring
transaction.

Sunrise also disclosed October 27 that it entered into agreements
with Sunrise's joint venture partner in its Fountains portfolio,
as well as with HSH Nordbank AG, New York Branch, the lender to
the Fountains venture, to release Sunrise from all claims that the
joint venture partner and HSH Nordbank had against Sunrise prior
to the date of the agreements and from all future funding
obligations of Sunrise in connection with the Fountains portfolio.

                    About Sunrise Senior Living

Sunrise Senior Living -- http://www.sunriseseniorliving.com/-- a
McLean, Va.-based company, employs approximately 40,000 people. As
of November 18, 2009, Sunrise operated 382 communities in the
United States, Canada, Germany and the United Kingdom, with a
combined unit capacity of 40,175 units. Sunrise offers a full
range of personalized senior living services, including
independent living, assisted living, care for individuals with
Alzheimer's and other forms of memory loss, as well as nursing and
rehabilitative services.

At September 30, 2009, the Company had total assets of
$1.096 billion against total liabilities of $1.092 billion.  At
Sept. 30, 2009, Sunrise had a retained loss of $471.4 million and
stockholders' deficit of $87,000.  With non-controlling interest
of $4.1 million, Sunrise had total equity of $4.0 million at
September 30, 2009.  Moreover, Sunrise's September 30 balance
sheet showed strained liquidity: The company had $373.6 million in
total current assets against $860.5 million in total current
liabilities.


TRIBUNE CO: Buyout Needs Examiner Review, U.S. Trustee Says
-----------------------------------------------------------
Bloomberg News reports that the U.S. Trustee has joined calls for
an examiner to review Tribune Co.'s leveraged buyout in 2007.  An
attorney for the U.S. Trustee joined bondholders represented by
Wilmington Trust Co. in asking the Bankruptcy Court to name an
independent examiner to investigate the 2007 buyout.

Bankruptcy Judge Kevin Carey will convene a hearing on Feb. 18 to
consider the request for an examiner.  Tribune, the banks that
funded the buyout, and the Official Committee of Unsecured
Creditors have opposed the request.

Wilmington Trust, a member of the Official Committee of Unsecured
Creditors, relates to the Court that it has learned that the
Debtors' estates hold very significant causes of action against
multiple prospective defendants, including current and former
members of the Committee, arising from Tribune's 2007 leveraged
buy-out transaction.  According to Wilmington Trust, those causes
of action include, but are not limited to, claims for fraudulent
conveyance, breach of fiduciary duty and equitable subordination.

On April 1, 2007, the Board of Directors of Tribune approved a
complex LBO transaction orchestrated by Chicago-based real estate
investor, Samuel Zell, who was appointed Chief Executive Officer
and Chairman of the Board on December that year.  The LBO,
according to WTC, proposed a strange cure for the adverse business
environment for media companies: taking on enormous debt.  As
implemented, the LBO left Tribune saddled with an incremental $9
billion dollars in additional debt, WTC said.

The funding for the LBO was provided by J.P. Morgan Chase, N.A.;
Merrill Lynch & Co.; Citicorp North America, Inc.; Bank of
America, N.A.; and Barclays Bank, PLC.

"The risk of this transaction largely fell on the shoulders of
the existing bondholders, who found themselves swamped by
$11.8 billion in structurally senior bank debt" says Jennifer R.
Hoover, Esq., at Benesch, Friedlander, Coplan & Aronoff LLP, in
Wilmington, Delaware, counsel for Wilmington Trust.  The Pre-LBO
Bondholders are owed some $2.4 billion under issuances from the
1990s, including more than $900 million held by the PHONES.

                         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 Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America 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)


TRONOX INC: $1.76 Million in Claims Change Hands in 12 Days
-----------------------------------------------------------
The Clerk of the Bankruptcy Court recorded the transfer of 14
claims against Tronox Inc. totaling $1,761,577 from January 28 to
February 10, 2010:

(a) Liquidity Solutions Inc.

Transferee                  Claim No.      Claim Amount
----------                  ---------      ------------
CenterPoint Properties Trust     89          $670,000
CenterPoint Properties Trust    247          $670,000
Schrader Environmental
  Services Inc.                  423            $2,800

(b) Corre Opportunities Fund, L.P.

Transferee                  Claim No.      Claim Amount
----------                  ---------      ------------
Carmeuse Industrial Sands         -            $27,539
Carmeuse Industrial Sands         -            $15,441
Audiometrics, Inc.                -               $488
Specialty Mart Service            -               $348

(c) US Debt Recovery III, LP

Transferee                  Claim No.      Claim Amount
----------                  ---------      ------------
Liberty Occupational
  Health Management Inc.         107           $15,527
Hill, David C.                  252            $3,535
Landauer                          -            $1,388

(d) Fair Harbor Capital, LLC

Transferee                  Claim No.      Claim Amount
----------                  ---------      ------------
Bay Industrial Inc.               -            $1,647
Newsouth It Solutions             -            $1,245

(e) ASM Capital III, L.P.

Transferee                  Claim No.      Claim Amount
----------                  ---------      ------------
Marmetal Industries LLC        1898          $348,941

(f) ASM Capital, L.P.

Transferee                  Claim No.      Claim Amount
----------                  ---------      ------------
Loftin Equipment                  -            $2,651

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Hearing on Settlement With Lenders on February 23
-------------------------------------------------------------
Tronox Incorporated and its affiliated Debtors have entered into a
settlement agreement with the Official Committee of Unsecured
Creditors and Credit Suisse AG, as administrative agent under the
Credit Agreement dated November 28, 2005, concerning the term loan
facility under the Credit Agreement and certain litigation related
to the facility brought on behalf of Tronox by the Creditors'
Committee.  The litigation is styled Official Committee of
Unsecured Creditors of Tronox Incorporated, et al. v. Credit
Suisse, et al., Adv. Proc. No. 09-01388 (ALG) (Committee
Litigation).

By this motion, the Debtors ask Judge Allan L. Gropper of the U.S.
Bankruptcy Court for the Southern District of New York to approve
the Settlement Agreement they have entered into with the
Creditors' Committee and Credit Suisse AG, acting on behalf of and
at the direction of the Required Lenders under the Credit
Agreement, which resolves the Committee Litigation.

The material terms of the Settlement Agreement are:

  (a) Dismissal of Committee Litigation: Upon Court approval of
      the Settlement Agreement, the Debtors and the Creditors'
      Committee will dismiss the Committee Litigation with
      prejudice.

  (b) Release of Escrow Amount to the Debtors:  Upon Court
      approval of the Settlement Agreement, the Agent and the
      Lenders will release any claim and interest in the Escrow
      Amount.

  (c) Mutual Releases:  Upon Court approval of the Settlement
      Agreement, the Debtors and the Creditors' Committee, and
      the Agent and the Lenders, will release each other from
      all claims arising from or related to the Committee
      Litigation and the Credit Agreement, subject to certain
      limited exceptions including with regard to outstanding
      Letters of Credit and Hedge Agreements.

  (d) Binding Effect of DIP Order Stipulations and Admissions:
      Upon Court approval of the Settlement Agreement, the
      stipulations and admissions contained in the DIP Order
      will be binding on all parties in interest, including the
      Creditors' Committee; provided, however, that no
      restriction in the DIP Order or the Replacement DIP Order
      will limit the payment of professional fees incurred in
      connection with the Committee Litigation.

  (e) Payment of Certain Attorneys' Fees: Upon receipt of
      invoices evidencing services rendered in connection with
      the Debtors' Chapter 11 cases, the Debtors will pay in
      full the Lenders' attorneys' fees as required by the
      Credit Agreement.

Under the Settlement Agreement, the Debtors will receive
$5 million from the Replacement DIP Facility, comprised of a
waiver of accrued but unpaid default interest in the amount of
$2,044,745 and a reduction of principal in the amount of
$2,955,254, in exchange for the dismissal, with prejudice, of the
Committee Litigation.  The Debtors and the Creditors' Committee
will forever release the Agent and the lenders under the Term Loan
Facility from all claims, including the claims set forth in the
Committee Litigation.

According to Patrick J. Nash, Jr., Esq., at Kirkland & Ellis LLP,
in Chicago, Illinois, the Settlement Agreement is an integral part
of the plan support agreement entered into by the Debtors and many
of their significant stakeholders, which sets the foundation for
the Debtors' standalone reorganization.

Mr. Nash adds that the Settlement Agreement is a product of
extensive good faith and arm's-length negotiations and enabled the
Debtors to secure replacement DIP financing, the plan support
agreement, which incorporates the plan term sheet, and the equity
commitment agreement, which, taken together, place the Debtors on
a path to emerge from Chapter 11 as a standalone enterprise.

In connection with the plan support agreement, the Debtors repaid
their existing prepetition and postpetition secured debt in full,
less $5 million outstanding under the Term Loan Facility, which
was placed in escrow pending definitive documentation and Court
approval of the Settlement Agreement.  Upon Court approval of the
Settlement Agreement, the $5 million will be returned to the
Debtors, the Committee Litigation will be dismissed with
prejudice, and the Debtors and the Creditors' Committee will
release Credit Suisse and the lenders under the Term Loan
Facility.

The Court will convene a hearing on February 23, 2010, at
11:00 a.m. (Eastern Time) to consider the Motion.  Objections to
the Motion are due on February 16, 2010, at 4:00 p.m. (Eastern
Time).

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

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Proposes to Reject 6 Human Resources Contracts
----------------------------------------------------------
Tronox Inc. and its units ask the Court for authority to reject
human resources contracts of each of Thomas Adams, Patrick
Corbett, Mary Mikkelson, Gary Pittman, Robert Brown, III, and
Berndt Koehler pursuant to Section 365(a) of the Bankruptcy Code.

On April 1, 2008, Tronox Incorporated entered into an Executive
Employment Agreement with each of these four Executives, pursuant
to which:

  (a) Mr. Adams was employed as Chief Executive Officer;

  (b) Mr. Corbett was employed as Vice President, Safety and
      Environmental Affairs;

  (c) Ms. Mikkelson was employed as Senior Vice President and
      Chief Financial Officer; and

  (d) Mr. Brown was employed as Vice President, Strategic
      Planning and Business Services.

Tronox Incorporated terminated the employment of Mr. Adams on
August 15, 2008, Mr. Brown on December 4, 2008, Ms. Mikkelson on
May 8, 2009, and Mr. Corbett on May 31, 2009.

On September 3, 2008, Tronox Incorporated entered into an
Executive Employment Agreement with Gary Pittman, pursuant to
which Mr. Pittman was employed as Vice President of Special
Projects.  Tronox Incorporated terminated the employment of Mr.
Pittman on January 23, 2009.

On May 18, 2007, Tronox LLC entered into an agreement regarding a
"Success Bonus" with Dr. Berndt Koehler, who was employed as
Business Director with Tronox Pigments GmbH, a non-debtor and
formerly one of Tronox's German subsidiaries.  Dr. Koehler is
entitled to a bonus if Tronox's Uerdingen, Germany facility, owned
by Tronox Pigments GmbH, is successfully sold.

On March 13, 2009, Tronox's German subsidiaries filed for
insolvency protection in Germany.  As a result of that filing,
Tronox LLC is no longer in control of these subsidiaries.
Accordingly, Tronox LLC is no longer pursuing a sale of the
Uerdingen Facility and no longer pays any employee associated with
that facility.  Because the Debtors no longer need to incentivize
Dr. Koehler to pursue a successful sale of the Uerdingen Facility,
the Debtors have determined to reject the Koehler Contract to
avoid any potential administrative expense claim on account of
that contract.

With the exception of Dr. Koehler, the Debtors already have
terminated the employment of each of the Executives.  Accordingly,
the Debtors reviewed the April 1 Contracts and the Pittman
Contract and have determined, consistent with their business
judgment, that the agreements no longer provide value to the
Debtors.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
relates that the rejection of the HR Contracts will allow the
Debtors to quantify the claims of the Executives, thereby
providing more certainty regarding the size of the unsecured
claims pool, which will in turn assist the Debtors in formulating
its plan of reorganization.  In addition, the claims of the
Executives under the HR Contracts will be capped pursuant to
Section 502(b)(7) of the Bankruptcy Code.  As a result, Mr. Henes
says, the rejection of the HR Contracts will not give rise to
unnecessary or overly burdensome claims against the Debtors'
estates.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


VELOCITY EXPRESS: Manatuck Hill Owns 10.08% of Stock
----------------------------------------------------
Manatuck Hill Partners, LLC, has filed with the Securities and
Exchange Commission Amendment No. 1 to its Schedule 13G which was
initially filed on July 10, 2009.

The CUSIP number of the Common Stock is 92257T707.

Manatuck Hill Partners, LLC, disclosed it may be deemed to
beneficially own shares of Velocity Express Corporation's common
stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Manatuck Hill Partners, LLC              447,168       10.08%

A full-text copy of Manatuck Hill's amended Schedule 13G is
available for free at http://researcharchives.com/t/s?52ea

Velocity Express -- http://www.velocityexpress.com/-- has one of
the largest nationwide networks of regional, time definite, ground
delivery service areas, providing a national footprint for
customers desiring same day service throughout the United States.
The Company's services are supported by a customer-focused
technology infrastructure, providing customers with the
reliability and information they need to manage their
transportation and logistics systems, including a proprietary
package tracking system that enables customers to view the status
of any package via a flexible web reporting system.

Velocity, together with 12 affiliates, filed for Chapter 11 on
Sept. 24, 2009 (Bankr. D. Del. Case No. 09-13294).  The Company
listed assets of $94.1 million and debt of $120.6 million as of
Sept. 1.

ComVest Velocity Acquisition I, LLC, buyer of the Debtors' assets,
is represented in the case by Kenneth G. Alberstadt, Esq., at
Akerman Senterfitt LLP in New York.

DIP Lender Burdale is represented in the case by Jonathan M.
Cooper, Esq., Randall L. Klein, Esq., and Sarah J. Risken, Esq.,
at Goldberg Kohn Bell Black Rosenbloom & Moritz, LTD., in Chicago,
Illinois.


VISTEON CORP: Disclosure Statement Hearing Adjourned to March 16
----------------------------------------------------------------
Visteon Corporation and its debtor affiliates notified parties-
in-interest that the hearing to consider the adequacy of their
Disclosure Statement explaining the proposed Chapter 11 Plan has
been further continued to March 16, 2010, at 10:00 a.m.,
prevailing Eastern Time.

The new hearing date is the second adjournment of the Disclosure
Statement Hearing.  The subject hearing was initially scheduled
for January 28, 2010, and was last moved to February 18, 2010.

Visteon's Chapter 11 Plan and Disclosure Statement were filed on
December 17, 2009.

Consequently, the deadline for parties-in-interest to file any
objection to the Disclosure Statement Hearing has also been
extended through March 5, 2010, at 4:00 p.m. Eastern Time.

The Official Committee of Unsecured Creditors and the Debtors'
Secured Lenders consented to the hearing adjournment for the
purpose of allowing the Debtors, potential plan sponsors and
other parties-in-interest additional time to explore alternative
plan structures.

As previously reported, just after the Debtors filed their Plan,
the Creditors Committee filed a motion pursuant to Rule 2004 of
the Federal Rules of Bankruptcy Procedure, seeking to compel
discovery on the Debtors, questioning some aspects of the Plan.
Upon further negotiations, the Committee previously agreed to an
adjournment to the consideration of its Rule 2004 Motion and to
an extension of the Debtors' Exclusive Plan Filing Deadline
through February 18, 2010.

In light of the recently adjourned Disclosure Statement Hearing,
the Committee entered into a further stipulation with the Debtors
and the Debtors' Secured Lenders, providing that:

  (a) The Committee will continue the hearing on the 2004 Motion
      to the omnibus hearing scheduled for March 16, 2010, with
      an objection deadline of March 10, 2010, at 4:00 p.m.
      Eastern Time;

  (b) The deadline set in the Exclusivity Stipulation that
      requires the Debtors to file a motion seeking further
      extension of the Exclusive Periods by February 4, 2010, is
      extended through February 18, 2010.  That motion will be
      scheduled for hearing at the March 16 omnibus hearing,
      subject to the Court's availability; and

  (c) The Parties agree, that pursuant to Local Rule 9006-2 of
      Bankruptcy Practice and Procedure of the U.S. Bankruptcy
      Court for the District of Delaware, upon the filing of an
      further Exclusivity Motion on or before February 18, the
      Debtors' Exclusive Periods will be extended automatically
      through March 16 or at a later date the Court may be able
      to hear the Extension Motion, without the necessity for
      entry of a bridge order.  No non-Debtor is allowed to file
      a Chapter 11 Plan during this period of time.

Judge Sontchi approved the most recent stipulation of the
Debtors, the Committee and the Lenders on February 8, 2010.

In a separate filing, Rochelle M. Evans tells the Court that she
does not desire to attend the Disclosure Statement Hearing to
avoid paying attorney's fees.  Ms. Evans says she has a claim
against the Debtors.  In support of her assertions, Ms. Evans
delivered to the Court documents dated August 2005, February 2006
and March 2009 in support of her claim for $80,388, representing
permanent disability claims.

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Proposes Incentive Plan for 1,300 Employees
---------------------------------------------------------
Visteon Corp. and its units seek the Court's authority to
implement, in the ordinary course, their 2010 annual incentive
plan.

As previously reported, the Debtors sought Court approval of a
key employee incentive plan in September 2009.  The KEIP proposed
to award the Debtors' insider employees incentive compensation
based on the achievement of an EBITDA metric for the last six
months of 2009 and the Debtors' successful emergence from Chapter
11.  The Debtors garnered support of the KEIP from both the
Official Committee of Unsecured Creditors and the ad hoc
committee of term lenders.  However, the Court, after conducting
an evidentiary hearing, denied the KEIP's EBITDA metric, without
prejudice, and emergence milestone, with prejudice, in October
2009.  In so ruling, the Court acknowledged the genuine value of
the Incentive Plans and provided guidance as to its view of the
appropriate construction and timing of those plans.

Accordingly, the Debtors aver that they have taken into
consideration the Court's ruling and have designed the 2010
Annual Incentive Plan to fully comport with the Court's
direction.

The Debtors add that in developing the 2010 Annual Incentive
Plan, the consulted with the Organization and Compensation
Committee of Visteon's Board of Directors; their compensation
consultant, Towers Watson & Company; and the Official Committee
of Unsecured Creditors.  "Those discussions resulted in
significant increases to the performance target to better align
employee incentives with creditors' interests in these cases,"
the Debtors state.

"Indeed, the 2010 Annual Incentive Plan is entirely consistent
with both Visteon's historical compensation practices and
industry  practice," says Mark M. Billion, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware.  "Thus, the
2010 Annual Incentive Plan satisfies the two-step 'horizontal'
and 'vertical' test articulated by the Third Circuit and followed
by this Court to qualify as an ordinary course program," he adds.

In particular, the 2010 Annual Incentive Plan is designed to
motivate and incentivize approximately 1,300 eligible employees
for the achievement of a challenging adjusted EBITDA targets in
March 2011.

Unlike the previously presented KEIP, Mr. Billion notes that the
2010 Annual Incentive Plan incentivizes employees only for the
achievement of a financial performance target, which is a direct
barometer for the success of Visteon's business.

Moreover, in order to ensure that the performance metric is fully
incentivizing, the Debtors relate that they developed the 2010
Annual Incentive Plan in conjunction with the start of the new
year on a virtually clean financial performance slate.

"Given its incentivizing nature, to the extent the broad-based
2010 Annual Incentive Plan also applies to insider employees, it
is not subject to Section 503(c)(1) of the Bankruptcy Code," Mr.
Billion clarifies.

For eligible employees to meet the 2010 Annual Incentive Plan's
target metric and earn a 100% bonus payout, the Debtors must have
an adjusted EBITDA of $428 million in 2010.  As to the AIP
awards:

  * Target awards range from 8% to 115% of an employee's base
    salary, with a target aggregate payout of approximately
    $23.6 million, about $3.9 million of which would be paid to
    "insider" employees.

  * Maximum awards, payable if the Debtors achieve an adjusted
    EBITDA of $528 million, range from 12% to 172.5% of base
    salary, with a maximum aggregate payout of approximately
    $35.4 million, about $5.9 million of which would be paid to
    "insider" employees.

For participants to be eligible to receive any bonus payout, the
Debtors must satisfy a threshold adjusted EBITDA of $328 million
in 2010; in that case, target awards range from 2% to 28.75% of
base salary, with an aggregate payout of approximately
$5.9 million, of which $1.0 million of the amount would be payable
to "insider" employees.

The payout opportunities and approximate aggregate award pools
are summarized in this chart:

  Payout
Percentage      25%      50%     75%    100%      125%     150%
----------     ----     ----    ----    ----     -----    -----
Performance    $328     $353    $378    $428     $478     $528
  Target
(in millions)

Range of      2% to    4% to   6% to   8% to   10% to    12% to
Opportunities  28.75%   57.5%   86.25%   115%   143.75%   172.5%
(as percentage
of base salary)

Aggregate      $5.9     $11.8   $17.7   $23.6   $29.5     $35.4
Award Pool
(in millions)

Award Pool     $1.0      $2.0    $2.9    $3.9    $4.9      $5.9
for insiders
(in millions)

Mr. Billion reveals that the Debtors have not gained the final
support of the Committee and the Term Lenders as of the filing of
their 2010 Incentive Plan Motion.  Nevertheless, the Debtors are
hopeful that continued discussions with those parties and other
constituents will lead to obtaining their support.

"The 2010 Annual Incentive Plan is necessary to 'keep momentum
going' as the Debtors' complete restructuring initiatives and
work towards confirming a plan of reorganization," Mr. Billion
asserts.

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Seeks Nod to Close North Penn Facility
----------------------------------------------------
Visteon Corp. and its units seek the Court's authority to enter
into a closure agreement with the International Union United
Automobile, Aerospace and Agricultural Implement Workers of
America and Local Union 1695 in connection with the closing of
their North Penn plant located in Lansdale, Pennsylvania.

Prior to the Petition Date, the Debtors executed an aggressive
restructuring initiative to eliminate many of their non-core or
underperforming facilities, improve their engineering and
manufacturing competitiveness, and seek a sustainable and
competitive cost structure, says Mark M. Billion, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware.
Consistent with this strategy, the Debtors entered into an
accommodation agreement with Ford Motor Company to govern, among
other things, the wind-down of the North Penn Plant.  The closure
of the North Penn Plant will effectuate the accommodation
agreement approved by the Court and further the progress already
made towards transforming the Debtors' operational footprint, Mr.
Billion avers.

The terms of the Closure Agreement include (1) the termination of
the North Penn CBA, and (2) the Debtors' provision of benefit
payments to active employees:

  A. North Penn CBA Termination

     The North Penn CBA will expire upon the cessation of
     operations at the North Penn Plant on February 28, 2010,
     instead of the current expiration date of March 13, 2010.
     The North Penn CBA is that certain agreement entered into
     by Visteon Systems LLC and UAW, dated April 2, 2005, as
     amended by the North Penn Manufacturing Operations
     Extension Agreement, dated October 13, 2008.

     Under the North Penn CBA, the Debtors are obligated to
     provide unionized employees with, among other things: (a)
     one to five weeks of vacation time; (b) paid holiday time;
     (c) certain performance bonus awards; (d) cost-of-living
     adjustments; and (e) certain post-employment health care
     benefits to hourly employees represented by the UAW.

     The obligations of the Debtors under the North Penn CBA
     will cease once the agreement expires and the Debtors'
     obligations with respect to the North Penn Plant's union
     employees will be limited to those obligations specified in
     the Closure Agreement.

  B. Payment of Benefits to Active Employees

     The Closure Agreement requires the Debtors to provide
     certain severance and other benefit payments to active
     employees, none of whom are insiders, as well as health
     care coverage to active employees for a period of four
     months after the expiration of the North Penn CBA -- the
     costs for which are much less than the Debtors' current
     obligations under the North Penn CBA.

     Specifically, the Closure Agreement obligates the Debtors
     to provide:

      * a one time severance payment to all active employees;

      * a $2,000 performance bonus to all active employees for
        their efforts in effectuating the plant wind-down and
        closure;

      * payment of a health care welfare bonus of $1,000 and
        four months of health care benefits for active employees
        beyond the expiration of the North Penn CBA;

      * payment on account of all active employees' unused
        vacation allowance;

      * three months' notice of changes to post-employment
        medical benefits for those who retired under the North
        Penn CBA and current active employees that are
        retirement eligible; and

      * an agreement not to contest unemployment claims filed by
        employees resulting from the plant closure.

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

Furthermore, pursuant to the Court-approved Ford Accommodation
Agreement, Ford has agreed to reimburse the Debtors for the vast
majority of the costs under the Closure Agreement.

The Debtors assert that the Closure Agreement allows them to exit
the North Penn Plant in the most efficient manner possible;
resolves any disputed or unresolved issues under the North Penn
CBA; and provides for reduced labor costs.

The Debtors aver that the Closure Agreement will generate savings
as a result of the discontinuation of post-employment health care
benefits for retirees that were governed by the North Penn CBA
based on its accelerated expiration date.

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


WASHINGTON MUTUAL: Senator Cantwell Reveals Ongoing Probe
---------------------------------------------------------
Senator Maria Cantwell disclosed that an additional investigation
into Washington Mutual Bank's seizure by the government in
September 2008 is ongoing.

"We've pushed the people who are looking into it and they are
working with us," Senator Cantwell revealed in an interview with
The Puget Sound Business Journal, but declined to elaborate.

Senator Cantwell told the newspaper that she "is aware of all the
ongoing investigations and decided not to launch her own in the
wake of the WaMu fallout because of the other parties involved."

According to Senator Cantwell, she had inquired from former
Treasury Secretary Hank Paulson and Federal Deposit Insurance
Corporation Chairman Sheila Bair about how the government was
handling WaMu prior to its closure September 2008.  Following the
September 25, 2008 closure, federal regulators explained "that a
$16.7 billion bank run was the reason for its closure."

WaMu, in light of more than 170 other banking failures across the
country, remains a "critically important" issue, Senator Cantwell
told the Puget Sound Business Journal.

                     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: Youkelsone Files Amended Complaint
-----------------------------------------------------
Following Bankruptcy Judge Mary Walrath's dismissal, with
prejudice, of her adversary action, Nadia Youkelsone filed an
amended complaint against the Debtors on January 28, 2010.  Ms.
Youkelson, under the Amended Complaint, reiterated the issues
alleging the Debtors' breach of contract of a mortgage note
acquired in June 2001 on her property at 2644 East 18th Street, in
Brooklyn, New York.

To recall, the Court concluded that Ms. Youkelsone's allegations
against the Debtors "do not state a facially plausible claim for
relief that [WaMu] is directly liable . . . for the misconduct
related to the servicing of the [Ms. Youkelsone's] mortgage."

In her Amended Complaint, Ms. Youkelsone alleged, among other
things, international interference with business relations,
noting that (i) she was prevented from obtaining adequate
housing, and that (ii) Washington Mutual Bank's delay in
providing the closing documents "was deliberate."  Ms. Youkelsone
also reiterated allegations of abuse of process, economic duress,
unjust enrichment, fraud, deceptive practices, bad faith,
intentional infliction of emotional harm and violation of
statutes.

In response, the Debtors maintained that the Amended Complaint
should be dismissed because as a threshold matter, it is time-
barred under Section 8106 of the Delaware Code, which provides
that "no action based on a statute, and no action to recover
damages caused by an injury accompanied with force or resulting
indirectly from the act of the defendant shall be brought upon
the expiration of three years from the accruing of the cause of
action."  The Debtors also noted that assuming that WaMu is the
correct defendant, the statute of limitations would have been
tolled by as of the Petition Date.

In addition, Ms. Youkelsone "continues to proceed with litigation
devoid of factual support, contrary to indisputable matters of
public record and insufficient to state a cause of action as a
matter of law," Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., said on behalf of the Debtors.

Mr. Collins reiterated that WaMu did not own Ms. Youkelsone's
mortgage and cannot be held directly liable for the alleged
misconduct.  The Amended Complaint also fails to allege any
plausible facts indicating that WaMu and WMB's property and
affairs were so interrelated that the Court must render them as a
single entity to prevent "fraud against third persons," he added.

In response, Ms. Youkelsone emphasized that the measure of
damages otherwise available in breach of contract actions are
"disproportionately inadequate" to place her in the position she
would have been in had the contract been performed.  In this
regard, Ms. Youkelsone insisted that she is entitled to
"consequential damages" beyond the limitation pertinent to the
action.  Ms. Youkelsone further asserted that the Debtors'
contentions are "displaced."

Under the principle of issue preclusion or collateral estoppel, a
party may not re-litigate an issue that was fully litigated in a
previous action, Mr. Collins argued, citing Bd. of Trustees of
Trucking Employees of North Jersey Welfare Fund, Inc. v. Centra,
983 F.2d 495, 505 (3d Cir. 1992).

"The Plaintiff is a serial litigant and no further amendment
would change the fact that her claims already have been
adjudicated; she cannot state any cause of action against [WaMu]
and re-pleading yet again would serve no purpose but to impose
further costs of the estate," Mr. Collins emphasized.

                     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).


WESTERN DAIRY: Financial Woes Prompts Chapter 11 Filing
-------------------------------------------------------
Western Dairy Specialties of Yerington filed for Chapter 11
bankruptcy citing difficulty in securing working capital at
affordable rate and stiff competition among retailers that cut
milk prices, according to NNBW.com.

Report, citing papers filed with the court, says the company has
assets and debts of between $10 million and $50 million.  The
company's largest creditors include Iron Springs Transportation of
McCarran owing $605,398; Golden State Milk Producers, $338,718;
RHP Mechanical Systems, $198,000; NV Energy, $163,778; and All
Star Dairy Association, $155,781.

Sally Armstrong of Downey Brand with Maupin Cox & Le Goy will
serve as the company's counsel.

Western Dairy Specialties of Yerington operate a dairy milk
facility.


WILLCOM INC: May File for Bankruptcy in Tokyo
---------------------------------------------
According to Bloomberg News, Japan-based Asahi newspaper reported
that Willcom Inc. will file for bankruptcy protection with the
Tokyo District Court as early as tomorrow.

The newspaper, without citing the source of the information, said
Japan's state-backed Enterprise Turnaround Initiative Corp. is
expected to decide whether to provide financial support for
Willcom by Feb. 25.

Shinji Sugiuchi, a spokesman for Willcom, said by e-mail to
Bloomberg, "We are continuing to seek an alternative dispute
resolution plan and are talking with related parties."

According to Bloomberg, wireless carrier Willcom has been losing
subscribers as rivals offer faster mobile-phone services.  Willcom
may seek investment from Softbank Corp., Japan's third-largest
mobile-phone company, and a Japanese investment fund, to revive
its businesses, Asahi said.

                           About WILLCOM

WILLCOM provides wireless data and voice services to corporate and
consumer customers in Japan.  The company launched its service in
1995 and is the largest operator employing Personal Handyphone
System (PHS) technology.  PHS is a kind of stripped-down cellular
service with relatively low charges; the technology was developed
in Japan and most of its users live in Japan and China. WILLCOM
provides mobile service nationwide in Japan, serving more than 4
million subscribers.  The Carlyle Group owns 60% of WILLCOM;
Kyocera Corporation owns 30%.

Willcom had total liabilities of JPY 173.3 billion ($1.9
billion), or six times its shareholders' equity, according to the
Company's latest financial filing. Mitsubishi UFJ Financial
Group Inc. and Mizuho Financial Group Inc. are Willcom's biggest
creditors, each owed JPY17.6 billion as of March 31 2009


WP HICKMAN: Bankruptcy Court Confirms Plan of Liquidation
---------------------------------------------------------
The Hon. M. Bruce McCullough of the U.S. Bankruptcy Court for the
Western District of Pennsylvania confirmed W.P. Hickman Systems,
Inc., et al.'s Plan of Liquidation.

As reported in the Troubled Company Reporter on November 11, 2009,
according to the Disclosure Statement, the Plan divides the Claims
against the Debtors into 5 Classes and designates the equity
interests in the Debtors as a separate Class:

Class 1 - Secured Claims.  Each holder of an allowed secured
claim, will receive, at the option of the Reorganized Debtors, and
in full satisfaction of the claim.

Class 2 - Priority Non-Tax Claims.  Each holder of an allowed
priority non-tax claim, if any, will receive cash in an amount
equal to 100% of the unpaid amount of their respective allowed
priority non-tax claim.

Class 3 - FirstMerit Unsecured Claim.  Specifically, pursuant to
the Bankruptcy Court's final order dated Feb. 27, 2009, FirstMerit
will have an allowed non-priority general unsecured claim in the
total amount of $2,105,604.  FirstMerit will receive, prior to any
distribution to holders of General unsecured claims, priority tax
claims, and priority non-tax claims, but after payment in full of:
(i) all fees and expenses of litigation and otherwise monetizing
the proceeds; and (ii) all allowed administrative claims, the
first $300,000, plus the priority FirstMerit claim, from the
proceeds of any causes of action as the amount become available.

Class 4 - General Unsecured Claims.  Each holder of an allowed
general unsecured claim will receive, in one or more distributions
as permitted under the Plan, the lesser of (i) cash in an amount
equal to 100% of the unpaid amount of their allowed general
unsecured claim, or (ii) their ratable proportion of the Debtor's
cash.

Class 5 - Warranty Claims.  Holders of Warranty Claims will not
receive any distribution.

Class 6 - Equity Interests.  All equity interests will be deemed
cancelled and extinguished.  Holders of equity interests will not
receive any distribution.

Under the Plan, holders of Class 3 Claim and Class 4 Claims will
receive a distribution in an amount less than the amount they are
owed.  Accordingly, holders of Claims in Class 3 and Class 4 are
impaired and are entitled to vote to accept or reject the Plan.
Class 1 and Class 2 are not impaired under the Plan and,
therefore, are not entitled to vote on it.  Class 5 and Class 6
are impaired, but because those Classes will likely receive no
distribution under the Plan, holders of Warranty Claims and Equity
Interests are not entitled to vote on the Plan.  Thus, the Debtors
will not solicit votes from members of Classes 1, 2, 5 and 6.

The Reorganized Debtors will use the Remaining Assets in order to
fund the Plan.  The Reorganized Debtors will continue prosecuting
and commence any other causes of action and will liquidate any
remaining assets and use the proceeds of the litigation and sales
to fund the Plan.  Liquidation and sales of remaining assets after
the Effective Date will not be subject to further Bankruptcy Court
Order, provided however, consistent with section 6.10 of the Plan,
settlement of any Causes of Action will be subject to approval of
the Bankruptcy Court if the amount claimed by the Reorganized
Debtors against a defendant is unliquidated or equals to or
exceeds $100,000.  The Reorganized Debtors may settle any or all
causes of action as it deems appropriate, without the need to
obtain approval or any other or further relief from the Bankruptcy
Court, if the amount claimed by the Reorganized Debtors against a
defendant is less than $100,000.  The payments to be made to
holders of allowed claims will be made by the disbursing agent in
accordance with the Plan.

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

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

                    About W.P. Hickman Systems

Headquartered in Solon, Ohio, W.P. Hickman Systems, Inc. --
http://www.wphickman.com/-- offers commercial roofing products.
The Debtors engage in providing services to the federal government
through its GSA certification and are involved in major buying
groups including Sodexho-USA, Horizon Resource Group and U.S
Community Services.  The company and its affiliates filed for
Chapter 11 protection on Oct. 2, 2008 (Bankr. W.D. Pa. Lead Case
No. 08-26591).  Paul J. Cordaro, Esq., and Aurelius P. Robleto,
Esq., at Campbell & Levine LLC represent the Debtors in their
restructuring efforts.  James E. Van Horn, Esq., at McGuireWoods
LLP represent the Official Committee of Unsecured Creditors as
counsel.  W.P. Hickman listed assets of between $10 million and
$50 million, and the same range of debts.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Feb. 21-23, 2010
  INSOL
     International Annual Regional Conference
        Madinat Jumeirah, Dubai, UAE
           Contact: 44-0-20-7929-6679 or http://www.insol.org/

Apr. 20-22, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     Sheraton New York Hotel and Towers, New York City
        Contact: http://www.turnaround.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 29-May 2, 2010
  THE COMMERICAL LAW LEAGUE OF AMERICA
     Midwestern Meeting & National Convention
        Westin Michigan Avenue, Chicago, Ill.
           Contact: 1-312-781-2000 or http://www.clla.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/



The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: January 31, 2010



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission ***