TCR_Public/100219.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, February 19, 2010, Vol. 14, No. 49

                            Headlines



ABE ALIZADEH: To Auction 66 Restaurants Next Week
ACACIA AUTOMOTIVE: Posts $86,602 Net Loss in Q3 2009
AGE REFINING: To Seek Final Nod on $35MM Loan at Feb. 25 Hearing
AIMS WORLDWIDE: Posts $173,282 Net Loss in Q3 2009
AMERICAN AXLE: S&P Raises Corporate Credit Rating to 'B-'

AMERICAN ENERGY: Posts $301,024 Net Loss in Q3 2009
AMERICAN HOMEPATIENT: NexBank Forbearance Extended to March 16
ANPATH GROUP: Posts $544,794 Net Loss in Qtr. Ended Dec. 31
AMERICAN INT'L: Names Timothy Schiltz as Chairman of AIG Star
ANESIVA INC: Posts $2,312,000 Net Loss in Q3 2009

A.P. PHARMA: Posts $1.2 Million Net Loss in Q3 2009
APOLLO GOLD: Swings to $14 Million Net Loss in Q3 2009
ATTIC STORAGE: Case Summary & 3 Largest Unsecured Creditors
AVIS BUDGET: Moody's Gives Positive Outlook, Retains 'B2' Ratings
BCM MAJESTIC: Updated Case Summary & Creditors List

BERNARD MADOFF: Merkin Loses Bid to Dismiss Cuomo's Fraud Suit
BH/RE LLC: September 30 Balance Sheet Upside-Down by $290.8-Mil.
BIOLARGO INC: Posts $1.64 Million Net Loss in Q3 2009
BLOCKBUSTER INC: S&P Cuts Corporate to 'CCC' on Default Risk
BLOCKBUSTER INC: Black River No Longer Holds Equity Interest

BLOCKBUSTER INC: Deutsche Bank Reports 5.78% Stake
BLOCKBUSTER INC: Ex-Hollywood Entertainment Owner Reports Stake
BOMBARDIER INC: Delay in Offering Won't Move Moody's 'Ba2' Rating
BRENTWOOD APARTMENTS: Case Summary & 15 Largest Unsec. Creditors
BUILDERS FIRSTSOURCE: T. Rowe Price Cuts Stake to 3.6%

BUILDERS FIRSTSOURCE: Robert Robotti Reports 5.1% Stake
BRUCE WAYNE BUCKNER: Case Summary & 11 Largest Unsecured Creditors
CANWEST GLOBAL: Shaw-CW Media Deal Won't Affect Moody's Ratings
CATHOLIC CHURCH: June 2 Trial on Wilmington $76MM Ownership Suit
CATHOLIC CHURCH: Fairbanks' Special Arbitrator Named

CCS MEDICAL: S&P Withdraws Corporate Credit Rating at 'D'
CINEMARK USA: Moody's Rates Senior Bank Facilities at 'Ba3'
CHEMTURA CORP: Gets Nod for 1-Year $450-Mil. Replacement Financing
CHEMTURA CORP: Wants Plan Exclusivity Until June 11
CHEMTURA CORP: Wants Rule 2004 Exam on AIG, et al.

CIFG GUARANTY: S&P Withdraws 'CC' Financial Strength Ratings
COINMACH SERVICE: Moody's Raises Corporate Family Rating to 'Caa1'
COLONIAL GUY FLORIDA: Voluntary Chapter 11 Case Summary
COLUMBINE GROUP: Voluntary Chapter 11 Case Summary
CONTINENTAL ALLOYS: S&P Raises Corporate Credit Rating to 'B-'

COOPER COMPANIES: Moody's Affirms 'Ba3' Corporate Family Rating
D. BRADLEY IMMEL: Case Summary & 8 Largest Unsecured Creditors
DANNY'S HAPPY: Asks for Court's Okay to Use Cash Collateral
DANNY'S RAINTREE: Seeks Court Nod to Use Cash Collateral
DANNY'S SCOTTSDALE: Wants to Use Marshall & Ilsley Cash Collateral

DUANE READE: Walgreens to Acquire Biz for $1.075 Billion
DUANE READE: Moody's Reviews 'Caa1' Corporate Family Rating
DUBAI WORLD: Said to Offer Restructuring Plan in March
EASTMAN KODAK: Legg Mason Discloses 20% Equity Interests
ERICKSON RETIREMENT: Wants to Reject Hickory Chase Lease & Pacts

EXTENDED STAY: Seeks Court Nod of Kentucky Settlement
EXTENDED STAY: Court Grants Interim Nod to $4.3MM in Fees
EXTENDED STAY: District Court to Rule on Line Trust Suit Transfer
FLEXTRONICS INTERNATIONAL: S&P Affirms 'BB+' Corp. Credit Rating
FLEXTRONICS INTERNATIONAL: Redemption Won't Move Moody's Ratings

FLEXTRONICS INTERNATIONAL: S&P Affirms 'BB+' Corp. Credit Rating
FONTAINEBLEAU LAS VEGAS: Lehman Bros. Files Suit on Defaulted Loan
FONTAINEBLEAU LAS VEGAS: Icahn Closes Deal to Acquires Assets
FOUNTAIN POWERBOAT: Steps Out of Bankruptcy Protection
FRONTIER COMMUNICATIONS: Arizona OKs Purchase of Verizon Unit

FX REAL ESTATE: Ch.11 Plan Talks for LV Units Fail; to Liquidate
FX REAL ESTATE: Sells Series A Conv. Preferreds + Warrants
GALILEO DEVELOPMENT: Case Summary & 14 Largest Unsecured Creditors
GENERAL GROWTH: Insists on Soliciting Other Offers
GENERAL MOTORS: Old GM Seeks Nod of Settlement on Sale Assets

GENERAL MOTORS: Proposes Hilco/Maynards as Sales Agent
GENERAL MOTORS: Old GM Wants to Reject Mobile Equipment Leases
GLOBAL CROSSING: Fidelity Discloses 14.654% Equity Stake
GLORIA FREEMAN: Case Summary & 9 Largest Unsecured Creditors
GREAT ATLANTIC: Bank of America Reports 8.4% Equity Stake

GREAT ATLANTIC: Burkle's Yucaipa Reports 4.6% Stake
GREAT ATLANTIC: DBD Cayman Reports 5.1% Equity Stake
GREAT ATLANTIC: Gabelli Funds Report 8.65% Equity Stake
GREAT ATLANTIC: New CEO Ron Marshall to Get $1-Mil. Salary a Year
GSCP LP: S&P Withdraws Counterparty Credit Rating at 'D'

HARRISON SMITH: Case Summary & 1 Largest Unsecured Creditor
ICAHN ENTERPRISES: Closes Deal to Acquire Fontainebleau Assets
INDYMAC BANCORP: FDIC Clarifies Loss Share Agreement with OneWest
INTRAWEST ULC: Creditors Agree to Postpone Auction Until Feb. 26
JENNIFER PINEDA: Case Summary & 20 Largest Unsecured Creditors

JAMES SQUARE: PBGC Assumes Underfunded Pension Plan
JEROME DIGIOVANNI: Case Summary & 8 Largest Unsecured Creditors
JETBLUE AIRWAYS: Fidelity Reports 14.777% Equity Interest
JOSEPH ALLEN STEPHENS: Voluntary Chapter 11 Case Summary
KANA SOFTWARE: Posts $1.8 Million Net Loss in Q3 2009

KARL WALL: Case Summary & 16 Largest Unsecured Creditors
KB TOYS: Court Dismisses Chapter 11 Case
LAS VEGAS MONORAIL: Bankruptcy Could Impact Tax Rates
LEAR CORP: S&P Changes Outlook to Positive; Keeps 'B' Rating
LEGENDS GAMING: Moody's Assigns 'Caa1' Corporate Family Rating

LEHMAN BROTHERS: Files Lawsuit v. Bankhaus Over Client Money
LEHMAN BROTHERS: U.S. Bank, Elliot Named to Creditors Committee
LEHMAN BROTHERS: Sues Fontainebleau for Defaulting on $315MM Loan
LEHMAN BROTHERS: CalPERS Can't Set Off Part of $433-Mil. Claim
LEHMAN BROTHERS: Gets Nod for O'Neil as Tax Services Provider

LEHMAN BROTHERS: Dow Jones Wants Immediate Payment of $1.9MM
LEHMAN BROTHERS: $308-Mil. in Claims Change Hands in 5 Days
LIVE NATION: S&P Retains CreditWatch Positive on 'B' Rating
LODGIAN INC: Receiver May Take Possession of Pool 3 Properties
LOIS SMITH: Updated Case Summary & Creditors List

LYONDELL CHEMICAL: Wants to Reject PetroLogistics Agreement
LYONDELL CHEMICAL: Parent Expects Weak Refining Conditions in 2010
MAGNA ENTERTAINMENT: Settles with Creditors & MID, Files Plan
MARHABA PARTNERS: Updated Case Summary & Creditors List
MARK KESEL: Case Summary & 7 Largest Unsecured Creditors

MCZ/CENTRUM FLORIDA: Case Summary & 20 Largest Unsecured Creditors
METALDYNE CORP: PBGC Ends Dispute with Metaldyne, Gets $141M Claim
NEWPORT TELEVISION: Moody's Confirms 'Caa2' Corp. Family Rating
NII HOLDINGS: To Benefit From Grupo Televisa Merger Deal
O'CHARLEY'S INC: Moody's Gives Stable Outlook; Keeps 'B2' Rating

ORBITZ WORLDWIDE: S&P Affirms 'B' Corporate Credit Rating
OWENS CORNING: Show Cause Hearing on Case Closing on March 22
OWENS-ILLINOIS INC: S&P Raises Corporate Credit Rating to 'BB+'
PARK PLACE AT METROWEST: Case Summary & 4 Largest Unsec. Creditors
PAUL EARNEST GUEST: Case Summary & 2 Largest Unsecured Creditors

PCAA PARENT: Files Sale-Based Chapter 11 Plan
PENN TRAFFIC: Plant & Store Closings to Affect 4,142 Employees
PENTON BUSINESS: Seeks Court Okay to Use GECC Cash Collateral
PENTON BUSINESS: Taps Jones Day as Bankruptcy Counsel
PENTON BUSINESS: Taps Kurtzman Carson Consultants as Claims Agent

PENTON BUSINESS: Wants April 25 Deadline for Filing of Schedules
PLANE REALTY: Case Summary & 1 Largest Unsecured Creditor
PT ALLIANCE: Resumes Process to Sell All Assets
QUANTUM CORP: Nordea Investment Funds Reports 4.6% Stake
QUANTUM CORP: Private Capital Management Reports 9.4% Stake

QUANTUM CORP: Renaissance Technologies Discloses 5.24% Stake
QUANTUM CORP: Tennenbaum Capital No Longer Holds Stake
RACHEL KOSTELAC: Voluntary Chapter 11 Case Summary
RANCHER ENERGY: Delays Quarterly Report Due to Chapter 11 Filing
REMEDIAL CYPRUS: Files for Ch. 11; Bondholders Bid for Assets

REEF SWD 2007-A: Updated Case Summary & Creditors List
REFCO INC: Togut Has $6,464,000 Cash At End of December
REMEDIAL (CYPRUS): Case Summary & 12 Largest Unsecured Creditors
RICHARD REMICK SMOTHERS: Case Summary & 2 Largest Unsec. Creditors
RICKMAN INVESTMENTS: Case Summary & 5 Largest Unsecured Creditors

ROBERT OWEN: Voluntary Chapter 11 Case Summary
RODNEY HYSON: Files for Chapter 11 Bankruptcy in North Carolina
ROPER BROTHERS: Lester Group Acquires Taylor Brothers Lumber
SAEED BIN SARDAR: Voluntary Chapter 11 Case Summary
SAVERS INC: Moody's Assigns 'Ba3' Ratings on Senior Facilities

SAVERS INC: S&P Raises Corporate Credit Rating to 'B+'
SECURITY BENEFIT: Fitch Puts 'CCC' Rating on Positive Watch
SECURITY BENEFIT: S&P Shifts CreditWatch on BB Rating to Positive
SHANNON EZELL WHITE: Voluntary Chapter 11 Case Summary
SIDWELL BROTHERS: Case Summary & 18 Largest Unsecured Creditors

SIMON PROPERTY: Moody's Reviews 'C' Ratings on Senior Debt
SITEL LLC: Moody's Assigns 'Caa' Rating on $300 Mil. Senior Notes
SK FOODS: Former Owner and CEO Salyer Indicted in Sacramento
SKILLSOFT PLC: SSI Merger to Cue Moody's to Withdraw Debt Ratings
SMURFIT-STONE: Opens European Recycling Office in Amsterdam

SMURFIT-STONE: Names Denton SVP of Business Planning & Analysis
SPA CHAKRA: Creditors Committee Wants Case Converted to Chapter 7
SPA CHAKRA: Files Schedules of Assets and Liabilities
STATION CASINOS: Proposes Mutual Release with Occidental
STATION CASINOS: Panel Wants Mapin Cox as Nevada Conflicts Counsel

STATION CASINOS: Gets Nod to Hire Lewis and Roca as Local Counsel
STEPHEN RIGGS III: Case Summary & 20 Largest Unsecured Creditors
SUNRISE SENIOR: Fidelity Reports 8.596% Equity Stake
SYMBIO SOLUTIONS: Updated Case Summary & Creditors' List
TECK RESOURCES: S&P Puts 'BB+' Rating on CreditWatch Positive

TED MILLER DAIRY: Case Summary & 20 Largest Unsecured Creditors
TENNECO INC: S&P Raises Corporate Credit Ratings to 'B'
TERRA INDUSTRIES: Fitch Affirms 'BB' Issuer Default Rating
TERRA INDUSTRIES: Moody's Reviews 'Ba3' Corporate Family Rating
TERRA INDUSTRIES: S&P Puts 'BB' Rating on CreditWatch Positive

THOMAS JOHNSON: Voluntary Chapter 11 Case Summary
THORNBURG MORTGAGE: Gets $96M for Sale of $11-Bil. Loan Portfolio
TISHMAN SPEYER: LeFrak, Ross Keen on Buying Apartment Complex
TREEHOUSE FOODS: Moody's Assigns 'Ba2' Corporate Family Rating
TREEHOUSE FOODS: S&P Assigns 'BB-' Corporate Credit Rating

TRI-STATE FINANCIAL: No Binding Settlement in Bankruptcy
TROPICANA ENTERTAINMENT: Las Vegas Names Mun as Marketing VP
TRUMP ENTERTAINMENT: Trumps Can Vote on Icahn's Buyout Plan
TSAFRIR AVIEZER: Case Summary & 17 Largest Unsecured Creditors
TXCO RESOURCES: Albert S. Conly Elected President & Sole Director

UNO RESTAURANT: Reaches Pact with Unsecured Creditors
UNO RESTAURANT: Wants Friedman Kaplan to Handle GE Capital Matters
UNO RESTAURANT: Taps Weil Gotshal to Handle Reorganization Case
UNO RESTAURANT: Proposes CRG Partners as Restructuring Advisor
VINEYARD COMPLEX: Voluntary Chapter 11 Case Summary

VISTEON CORP: Labor Unions Object $35.4 Million Bonus Plan
WALTER DAVID DIAL: Updated Case Summary & Creditors List
WAVERLY LEE LOGAN: Voluntary Chapter 11 Case Summary
WEST PLEASANT: Updated Case Summary & Creditors List
WILLCOM INC: Seeks Bankruptcy Protection in Japan

WILLCOM INC: Bankruptcy to Wipe Out Carlyle Investment
WILLIAM GREEN: Case Summary & 10 Largest Unsecured Creditors
WILLIAMS PARTNERS: Moody's Upgrades Senior Debt Ratings From 'Ba2'
WINDMARK ROCKPORT: Voluntary Chapter 11 Case Summary

* Commercial Real Estate Delinquencies Increased in January
* Kaye Scholer Bares Leadership Changes

* BOOK REVIEW: Merger Takeover Conspiracy, A Business Story



                            *********



ABE ALIZADEH: To Auction 66 Restaurants Next Week
-------------------------------------------------
Mark Anderson, staff writer at Sacramento Business Journal,
reports that the 66 locations of Abe Alizadeh's Jack in the Box
restaurants will be auctioned off on Tuesday and Wednesday before
the Bankruptcy Court.  The report says the sale has drawn about
$27 million from stalking horse bidders.

According to the report, "If the auction fails to draw higher bids
for the restaurants, the stalking horse bidder can buy the
restaurants at their bid prices."

Abe Alizadeh is a longtime Jack in the Box Inc. franchisee in
Northern California.  In September 2009, Mr. Alizadeh sent four
entities that operate his Jack in the Box Inc. franchised
restaurants to Chapter 11 bankruptcy protection.


ACACIA AUTOMOTIVE: Posts $86,602 Net Loss in Q3 2009
----------------------------------------------------
Acacia Automotive, Inc., posted a net loss of $86,602 on revenues
of $371,166 for the three months ended September 30, 2009,
compared to a net loss of $424,972 on revenues of $387,343 for the
same period of 2008.  Revenues for Q3 2008 include recoveries of
more than $78,000 in charges that were taken in Q2 2008 as a
result of uncollected receivables associated with problems with
the discontinued Vemark software that was replaced with the ASI
software the following quarter.

Revenues for the first nine months of 2009 were $1,169,182,
compared to $909,400 for the same period in 2008.  This increase
in revenue is attributable to an increase in the number of units
sold and the attendant greater fees.

For the nine months ended September 30, 2009, the Company incurred
a consolidated loss of $116,679 versus a loss of $1,575,512 for he
same period in 2008.  The Company generated a cash flow from
operating activities of approximately $81,000 and a total net cash
flow of approximately $7,000 during the period.

                          Balance Sheet

At September 30, 2009, the Company's balance sheets showed
$1,638,140 in total assets, $1,349,230 in total liabilities, and
$288,910 in total stockholders' equity.

The Company's balance sheets at September 30, 2009, also showed
strained liquidity with $728,744 in total current assets available
to pay $1,276,163 in total current liabilities.

A full-text copy of the Company's quarterly report on Form 10-Q is
available for free at http://researcharchives.com/t/s?5320

                       Going Concern Doubt

The Company neither has sufficient cash on hand nor is it
generating sufficient revenues to cover its operating overhead.
"These facts raise doubt as to the Company's ability to continue
as a going concern."

The Company has been operating over the past year based on the
proceeds from the sale of Common stock in private offerings, loans
from its officers/directors, and revenues from its auction
operating unit.  There is no guarantee that said officers/
directors will continue to provide operating funds for the
Company.  In order to pursue its goals and commitments, the
Company will be required to obtain significant funding to meet its
projected minimum expenditure requirements.  Management's plans
include raising funds from the public through a private placement
stock offering or securing debt financing, acquiring additional
auto auction operations that will provide profitability and
liquidity, and attempting to increase the revenues from its
current auction operations.  Management intends to make every
effort to identify and develop sources of funds, but there is no
assurance that its plans will be successful.

                     About Acacia Automotive

Based in Ocala, Fla., Acacia Automotive, Inc., (PNK: ACCA.PK) --
http://www.acacia.bz/-- is engaged in acquiring and operating
automotive auctions, including automobile, truck, equipment, boat,
motor home, RV, motorsports, and other related vehicles.


AGE REFINING: To Seek Final Nod on $35MM Loan at Feb. 25 Hearing
----------------------------------------------------------------
Age Refining, Inc., sought and obtained interim authority from the
Hon. Leif M. Clark of the U.S. Bankruptcy Court for the Western
District of Texas to obtain postpetition secured financing from a
syndicate of lenders led by JPMorgan Chase Bank, N.A., as the
administrative agent, and to use cash collateral.

The DIP lenders have committed to provide up to $35 million.  The
Commitment will consist of a revolving facility of up to the
committed amount, subject to court approval.

Mark E. Andrews, Esq., at Cox Smith Matthews Incorporated
explained that the Debtor needs the money to fund its Chapter 11
case, pay suppliers and other parties.

The DIP facility will incur interest at Adjusted LIBO Rate in
effect from time to time plus 5.50%, payable monthly in arrears on
the first Business Day of each month, and on the Postpetition
Termination Date.  In the event of default, the DIP facility will
pay interest at the Alternate Base Rate in effect from time to
time plus 7.50% per annum.

The Debtor will grant security interests or superpriority
administrative expense status to the Postpetition Lenders.

The Debtor will pay to Lenders a collateral administration fee in
the amount of $5,000 in advance per month until all obligations
under the Loan are paid to Lenders.

A copy of the DIP financing agreement is available for free at:

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

Mr. Andrews say that the Debtors will also use the cash collateral
to provide additional liquidity.  The Debtor proposes to grant the
Prepetition Lenders replacement liens in its prepetition
collateral.

JPMorgan has objected to the Debtor's request to use cash
collateral.  JPMorgan demands adequate protection of its
interests, and also requests other and further relief.

JPMorgan is represented by Vinson & Elkins LLP.

The Court has set a final hearing for February 25, 2010, at
9:30 a.m. on the Debtor's request to obtain DIP financing and use
cash collateral.

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.


AIMS WORLDWIDE: Posts $173,282 Net Loss in Q3 2009
--------------------------------------------------
AIMS Worldwide, Inc., reported a net loss of $173,282 on revenue
of $2,023,135 for the three months ended September 30, 2009,
compared to a net loss of $440,260 on revenue of $7,546,166 for
the same period of 2008.

The Company's operating profit in the third quarter is $95,911,
after posting a loss of $279,870 in the third quarter of 2008.

The primary reason for the difference in revenue is the campaign
and elections activity in which the Company engaged during the
fall of 2008.  The Company relates that it is a revenue cyclical
Company because of its elections activities and the Company
anticipates engaging in the campaigns and elections management and
consulting in the election cycle of 2010 and expects its revenue
to surpass its results of 2008 because IKON Public Affairs, an
AIMS operating unit, has already announced two major election
campaign management and consulting contracts and anticipates at
least two more contracts for 2010.

                       Nine Months Results

For the nine months ended September 30, 2009, net loss was
$1,116,810 on revenue of $4,327,658, compared to a net loss of
$1,425,121 on revenue of $10,243,669 for the same period of the
year prior.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed total assets of $8,212,581, total liabilities of
$7,624,852, minority interest of ($149,034), and total
stockholders' equity of $736,762.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $1,697,281 in total current
assets available to pay $7,429,199 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?503e

                       Going Concern Doubt

Due to the Company's lack of profitable operations, the Company's
auditors have expressed substantial doubt about the Company's
ability to continue as a going concern.  The Company does not have
any long-term capital commitments.  However, because of the
Company's engagement with investment banker Maxim Group, LLC, the
Company anticipates developing a long-term capital program.  The
Company believes that its immediate needs can be met with a
combination of cash on hand and through ongoing operations.

The Company incurred operating losses of $716,446 during the first
nine months of 2009.  The Company does not expect to have
consistent profitable operations until later in 2009, and the
Company cannot assure that its will ever achieve or attain
profitability.

                       About AIMS Worldwide

Based in Fairfax, Virginia, AIMS Worldwide Inc. (OTC BB: AMWW)
-- http://www.aimsworldwide.com/ -- is a vertically
integrated marketing communications consultancy providing
organizations with its AIMSolutions branded focused marketing
solutions.  AIMS(TM) (Accurate Integrated Marketing Solutions)
increases the accuracy of the strategic direction of its client's
marketing program, improves results and reduces the cost, by
refocusing "mass marketing" to a more strategic "One-2-One(TM)"
relationship with the ideal customer.


AMERICAN AXLE: S&P Raises Corporate Credit Rating to 'B-'
---------------------------------------------------------
Standard & Poor's Ratings Services said it has raised its
corporate credit rating on American Axle & Manufacturing Holdings
Inc. to 'B-' from 'CCC+'.  The outlook is stable.  At the same
time, S&P also raised its issue-level ratings on the company's
senior secured and unsecured debt.

"The upgrade reflects S&P's opinion that American Axle's liquidity
has improved and that the company is now less likely to need to
financially restructure," said Standard & Poor's credit analyst
Lawrence Orlowski.  Supporting this view is S&P's assumption that
light-vehicle production in North America is starting to recover.
As a result of restructuring actions and a more flexible labor
agreement with the United Auto Workers, the company's financial
performance in the fourth quarter improved year over year.
Moreover, the company ended 2009 with $481 million in liquidity,
and S&P believes American Axle is capable of generating some
positive free cash flow in 2010.

The company has sharply reduced its overall cost structure by 50%
in the past two years.  As a result of major customers' extended
production shutdowns during 2009, the company accelerated its
restructuring actions to achieve operating breakeven at about
6,000 axles a day, approximately equivalent to a U.S. seasonally
adjusted annual rate of about 10 million units.

In 2008, American Axle negotiated a labor agreement with the UAW
that made labor costs much more variable.  In addition, it has
more than doubled installed capacity at manufacturing facilities
in low-cost countries.  Since the end of 2007, the number of
employees has dropped by 40%.  The company reported revenue of
$464 million in the fourth quarter of 2009, down 8% from
$503 million in the same period a year ago.  However, the gross
margin was 14.7%, compared with 5.6% a year ago.  Operating
income was $29 million in the quarter, compared with a loss of
$19.7 million a year ago.

S&P believes the company's main customer, unrated General Motors
Co., is less likely to seek another financial restructuring in the
next year.  American Axle's revenue is heavily dependent on sales
of GM's SUVs and pickup trucks, and demand for these products in
North America is far below that in past years.  Despite GM's rapid
reorganization, the government assistance it received, and a
recent increase in North American vehicle production, the
automaker's long-term prospects are uncertain, and this is S&P's
main concern regarding American Axle's future credit quality.  S&P
assumes that GM's North American share in the full-size pickup and
large SUV markets will at least remain steady enough in 2010 and
2011 for American Axle to generate sufficient cash flow to meet
future debt obligations.

Based on its assumption of gradually strengthening auto production
and a streamlined cost structure, S&P believes credit measures
could improve throughout 2010, but a key variable will be how GM's
and Chrysler Group LLC's market shares and production volumes will
affect American Axle's cash flow and earnings.

American Axle's new manufacturing facilities in Mexico, Brazil,
Poland, and China diversify its customer base and enhance low-cost
production capacity.  However, substantial customer
diversification will take a number of years.  The company's
backlog stands at $1 billion, almost 45% of which is dependent on
new-product development for all-wheel- and rear-wheel-drive
passenger cars and crossover vehicles.  American Axle has sourced
80% of this backlog to non-U.S. facilities, expanding its global
presence.  The company expects to launch about $700 million of its
new-business backlog in 2010 through 2012.

The outlook is stable.  S&P could raise its ratings if light-
vehicle production, particularly for light trucks, rises more than
S&P expects next year, and especially if GM's North American share
in the full-size pickup and large SUV markets increases.  For
example, S&P believes American Axle could benefit if GM's share of
the full-size pickup segment exceeds 40% and if full-size pickups
exceed 10% of the overall U.S. light-vehicle market.  Under such a
scenario, S&P believes credit measures could improve to levels
that would support a higher rating, given the company's lower
breakeven point.  For example, S&P would likely require revenue
growth of more than 30% and gross margins greater than 17.5% in
2010 before S&P would consider raising the rating.

S&P could lower its ratings if light-vehicle sales fall
significantly below its expectations of 11.7 million units in 2010
and the company continues to burn cash, or if its cushion under
recently revised covenants erodes.  This would likely result from
lower GM market share and lower light-truck market share (which
stood at 21% in January 2010) in the overall U.S. market.


AMERICAN ENERGY: Posts $301,024 Net Loss in Q3 2009
---------------------------------------------------
American Energy Production, Inc., reported a net loss of $301,024
on oil sales of $319,279 for the three months ended September 30,
2009, compared to a net loss of $571,907 on oil sales of $539,132
for the same period in 2008.

Although oil production volume increased significantly by 44% for
2009 from 2008, revenues decreased due to significantly reduced
market pricing for oil and gas products.  Operating expenses
decreased $477,940, or 45%, to $591,268 for 2009 from $1,069,208
for 2008.  Total other expense decreased $12,796, or 31%, to
$29,035 for 2009 from $41,831 for 2008.  The decrease was
primarily from $41,964 reduction in interest expense due to the
conversion of debt to stock, offset by a $30,670 increase in other
expense.

                       Nine Months Results

For the nine months ended September 30, 2009, the Company reported
a net loss of $1,120,262 on oil sales of $815,123, compared to a
net loss of $1,369,017 on oil sales of $1,530,796 in the
corresponding period of 2008.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $3,874,722 in total assets, $1,333,196 in total
liabilities, and $2,541,526 in total stockholders' equity.

Cash was $49,627 at September 30, 2009 as compared to $88,937 at
December 31, 2008, and working capital deficit was $233,505 at
September 30, 2009 as compared to a working capital deficit of
$6,693,177 at December 31, 2008.  The decrease in the working
capital deficit was primarily from the conversion of debt to
stock.

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?5321

                       Going Concern Doubt

The Company had a net loss of $1,120,262 for the nine months ended
September 30, 2009 as compared to a net loss of $1,369,017 for the
nine months ended September 30, 2008.  Additionally, at
September 30, 2009, the Company has minimal cash and has a
negative working capital balance of $233,505, which could have a
material impact on the Company's financial condition and
operations.  The ability of the Company to continue as a going
concern is dependent on the Company's ability to raise capital and
generate sufficient revenues and cash flow from its business plan
as an oil and gas operating company.

                      About American Energy

Based in Mineral Wells, Texas, American Energy Production,
Inc.(OTC BB: AENP) -- http://www.americanenergyproduction.com/--
is a publicly traded oil and gas company that is engaged primarily
in the acquiring, developing, producing, exploring and selling of
oil and natural gas.  The Company traditionally has acquired oil
and gas companies that have the potential for increased oil and
natural gas production utilizing new technologies, well workovers
and fracture stimulation systems.


AMERICAN HOMEPATIENT: NexBank Forbearance Extended to March 16
--------------------------------------------------------------
American HomePatient, Inc., disclosed in a regulatory filing
Tuesday that it has entered into an eighth forbearance agreement
with NexBank, SSB, the agent for its senior debt, and the holders
in interest of a majority of the senior debt.

Approximately $226 million was due to be repaid in full on the
maturity date of August 1, 2009, pursuant to the terms of the
Company's secured promissory note.  The Company and its lenders
continue to work toward a resolution of the debt maturity issue.
Under the forbearance agreement, the lenders may not take any
actions against the Company available to them as a result of the
default, prior to March 16, 2010.

Headquartered in Brentwood, Tennessee, American HomePatient, Inc.
(OTC BB: AHOM) is one of the nation's largest home health care
providers with operations in 33 states.  Its product and service
offerings include respiratory services, infusion therapy,
parenteral and enteral nutrition, and medical equipment for
patients in their home.


ANPATH GROUP: Posts $544,794 Net Loss in Qtr. Ended Dec. 31
-----------------------------------------------------------
Anpath Group, Inc., reported a net loss of $544,794 for three
months ended December 31, 2009, compared with a net loss of
$1,646,268 for the corresponding period in 2008.

Revenues for the three months ended Dec. 31, 2009 hiked to
$66,988, from $28,176 in the same period in 2008.  Products
initially become available for sale in September 2008.

The Company reported a net loss of $2,349,757 for the nine months
ended September 30, 2009, compared with a net loss of $3,352,678
for the same period of 2008.

Revenues for the nine months ended December 31, 2009, and 2008,
were $321,558 and $73,680, respectively.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed $1,548,646 in total assets and $3,536,825 in total
liabilities, resulting in a $1,988,179 shareholders' deficit.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $189,448 in total current
assets available to pay $3,536,823 in total current liabilities.

A full-text copy of the Company's quarterly report on Form 10-Q is
available for free at http://researcharchives.com/t/s?5344

                       Going Concern Doubt

The Company incurred a net loss for the nine months ended
December 31, 2009, and 2008, and has an accumulated deficit of
$31,947,642 since the inception of the Company.  "These factors
indicate that the Company may be unable to continue in existence."

The Company anticipates its projected business plan will require a
minimum of $1,000,000 to continue operations for the next twelve
months.

                        About Anpath Group

Based in Mooresville, N.C., Anpath Group, Inc. (OTC BB: ANPG)
-- http://www.anpathgroup.com/-- through its wholly-owned
subsidiary EnviroSystems, Inc., provides infection control
products on an international basis through both direct sales and
channels of distribution.  ESI products are currently sold to
transportation, military and industrial/institutional markets.
ESI products are manufactured utilizing chemical-emulsion
technology, designed to make the products effective against a
broad spectrum of harmful organisms while safe to people,
equipment and habitat.


AMERICAN INT'L: Names Timothy Schiltz as Chairman of AIG Star
-------------------------------------------------------------
American International Group, Inc., said that Timothy Schiltz has
been appointed Senior Vice President of SunAmerica Financial Group
and, effective April 1, 2010, will be named Chairman of AIG Star
Life Insurance Co., Ltd. (AIG Star) and AIG Edison Life Insurance
Company (AIG Edison).

SunAmerica Financial Group, a leader in life insurance, annuities
and guaranteed income solutions, is currently comprised of AIG's
domestic life and retirement services businesses.  AIG Star and
AIG Edison are leading life insurance, annuity, and accident and
health providers in Japan.  Mr. Schiltz will be responsible for
the shareholder representation and oversight of AIG Star and AIG
Edison by AIG.  Mr. Schiltz will report to Jay S. Wintrob,
President and Chief Executive Officer of SunAmerica Financial
Group.

"I am very enthusiastic about bringing AIG Star and AIG Edison
together with SunAmerica Financial Group under the leadership of
Jay Wintrob.  Both AIG Star and AIG Edison have roots that include
over 100 years of experience in the Japanese market, and we
greatly value the distinct strengths of their career and
independent agencies. Combined with unique bank and sponsor
relationships, these two organizations are known in Japan for
their broad array of quality life insurance, annuity, and accident
and health products," said Robert H. Benmosche, President and CEO
of AIG.

"Including AIG Star and AIG Edison among the group of companies at
SunAmerica Financial Group will provide numerous opportunities to
exchange and benefit from best practices in product development,
sales and marketing, customer service and operations, and risk
management," Mr. Wintrob said.  "I am both honored and delighted
to work with the experienced and well-respected senior management
teams at AIG Star and AIG Edison, led by Norio Tomono and Kazunori
Kataoka. I am confident that these accomplished businesses will
benefit from Tim Schiltz's strong leadership, experience and
demonstrated success in the Japanese marketplace."

Mr. Schiltz joins SunAmerica Financial Group from American Life
Insurance Company (ALICO), where he was Senior Vice President and
a member of the board of directors.  Mr. Schiltz joined AIG in
2006 as Regional Vice President of AIG International Retirement
Services in Asia. Prior to that, Mr. Schiltz served as President
and CEO of Hartford Life Japan.

SunAmerica Financial Group is the fourth largest life insurance
organization in the United States based on more than $221 billion
of admitted assets as of September 30, 2009. It is comprised of
several leading life insurance and retirement services businesses,
including American General Life Companies, AGLA, VALIC, Western
National Life Insurance Company, SunAmerica Retirement Markets,
SunAmerica Mutual Funds, SunAmerica Affordable Housing Partners,
FSC Securities, Royal Alliance and SagePoint Financial. The
unified businesses, which comprise the domestic life and
retirement services unit of AIG, offer a comprehensive suite of
life insurance, retirement savings products and guaranteed income
solutions through an established multi-channel distribution
network that includes banks, national, regional and independent
broker-dealers, career financial advisors, wholesale life brokers,
insurance agents and a direct to consumer platform.

                            About AIG

Based in New York, American International Group, Inc., is an
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 provide 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.


ANESIVA INC: Posts $2,312,000 Net Loss in Q3 2009
-------------------------------------------------
Anesiva, Inc., reported a net loss of $2,312,000 for the three
months ended September 30, 2009, compared to a net loss of
$22,870,000 in the same period of 2008.  The Company had no
contract revenues in Q3 2009, as compared to $1,000 in Q3 2008.

Although the Company is seeking licensing or acquisition partners
for the needle-free drug delivery technology underlying Zingo, the
Company anticipates that it will not generate further contract
revenues in 2009 from any collaboration since it has discontinued
Zingo activities.

Results for Q3 2008 include a loss of $9,450,000 from the
discontinued operations of Zingo.

                       Nine Months Results

For the nine months ended September 30, 2009, the Company had a
net loss of $13,161,000, compared to a net loss of $66,312,000 for
the corresponding period in 2008.

The Company had no contract revenues in the nine months ended
September 30, 2009, as compared to $304,000 in 2008.

                          Balance Sheet

At September 30, 2009, the Company's consoldated balance sheets
showed $1,107,000 in total assets and $21,697,000 in total
liabilities, resulting in a $20,590,000 stockholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $703,000 in total current
assets available to pay $21,444,000 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?5322

                       Going Concern Doubt

The Company had incurred recurring operating losses and negative
cash flows from operations. At September 30, 2009, the Company has
a negative working capital and a stockholders' deficit.  "These
conditions raise substantial doubt about the Company's ability to
continue as a going concern."

                        About Anesiva Inc.

Based in South San Francisco, California, Anesiva, Inc. (Nasdaq:
ANSV) -- http://www.anesiva.com/-- was incorporated on
January 19, 1999, in Delaware.  The Company is a biopharmaceutical
company focused on the development and commercialization of novel
therapeutic treatments for pain management.  Anesiva's lead
product candidate is Adlea, a novel small molecule formulation of
capsaicin that is currently in development for the management of
acute pain following orthopedic surgeries.


A.P. PHARMA: Posts $1.2 Million Net Loss in Q3 2009
---------------------------------------------------
A.P. Pharma, Inc. reported a net loss of $1.2 million for the
third quarter ended September 30, 2009, or $0.04 per share,
compared with a net loss of $6.2 million, or $0.20 per share, for
the third quarter of 2008.

The Company attributed the decrease in net loss to lower research
and development expenses related to APF530, largely reflecting the
completion of the Phase 3 clinical trial, and recognition of
income previously deferred, in connection with the termination of
a license agreement for APF530 with RHEI Pharmaceuticals, N.V.
Additionally, expenses decreased in the third quarter of 2009 as
compared to the same period in 2008, as a result of A.P. Pharma's
earlier decision to suspend, for the time being, development of
its other product candidates in order to focus its resources on
the submission of the new drug application (NDA) for APF530 and
other cost containment initiatives undertaken by the Company.

The Company reported a net loss of $8.1 million, or $0.26 per
share, for the nine months ended September 30, 2009, compared to a
net loss of $19.2 million, or $0.62 per share, for the nine months
ended September 30, 2008.

Except for one intervening period in 2006, the Company has
reported consecutive annual net losses since 2001.  The Company's
net loss for the first nine months of 2009 was $8.1 million,
compared with a $19.2 million net loss for the corresponding
period of 2008.

Contract revenue, which is derived from work performed under
collaborative research and development arrangements, was
$1.1 million, $64,000, $1.1 million and $348,000 for the three
months ended September 30, 2009, and 2008, and the nine months
ended September 30, 2009, and 2008, respectively.  Contract
revenues for the three and nine months ended September 30, 2009,
include $1.0 million of revenue recognized on termination of the
agreement with RHEI.

                           Balance Sheet

At September 30, 2010, the Company's consolidated balance sheets
showed total assets of $3.0 million, total liabilities of
$2.6 million, and total stockholders' equity of $482,000.

At September 30, 2009, the Company had cash, cash equivalents and
marketable securities of $1.6 million and working capital deficit
of $91,000.  At December 31, 2008, the Company had cash, cash
equivalents and marketable securities of $10.5 million and working
capital of $7.6 million.

At September 30, 2009, the Company had an accumulated deficit of
$139.2 million, had a working capital deficit of $91,000 and for
the first nine months of 2009 used approximately $9.0 million in
operating activities.

                         About A.P. Pharma

Headquartered in Redwood City, Calif., A.P. Pharma, Inc. (Nasdaq:
APPA) -- http:www/appharma.com/ -- is a specialty pharmaceutical
company developing products using its proprietary BiochronomerTM
polymer-based drug delivery technology.  The Company's primary
focus is on its lead product candidate, APF530, for the prevention
of chemotherapy-induced nausea and vomiting (CINV).  The New Drug
Application for APF530 was submitted to the U.S. Food and Drug
Administration in May 2009 and accepted for review in July 2009,
at which time the FDA set a Prescription Drug User Fee Act (PDUFA)
date of March 18, 2010.  The Company has additional clinical and
preclinical stage programs in the area of pain management, all of
which utilize its bioerodible injectable and implantable delivery
systems.


APOLLO GOLD: Swings to $14 Million Net Loss in Q3 2009
------------------------------------------------------
Apollo Gold Corporation reported a net loss of $14.0 million, or
$0.05 per share, for the three months ended September 30, 2009,
from a net income of $548,000, or $0.00 per share, for the three
months ended September 30, 2008.

The Company recorded unrealized losses on derivative contracts of
$10.2 million in the third quarter of 2009.  This comprised of (1)
an unrealized loss of $14.3 million for the change in value
recorded for gold forward sales contracts held as of September 30,
2009 and (2) an unrealized gain of $4.1 million for the change in
value of Canadian dollar foreign exchange contracts held as of
September 30, 2009.  Both the gold forward sales contracts and
Canadian dollar foreign exchange contracts were entered into on
February 20, 2009, in connection with the Company's $70 million
project financing facility with respect to its Black Fox project.

Revenue for the three months ended Sept 30, 2009, was
$19.1 million from sales of 19,848 ounces of gold and 1,040
ounces of silver from Black Fox.  Black Fox began production in
May 2009 so there were no revenues in the prior year.

                       Nine Months Results

Net loss for the nine months ended September 30, 2009, was
$37.5 million, or $0.16 per share, compared to net income of
$2.9 million, or $0.02 per share, for the same period in 2008.

Revenue for the nine months ended Sept 30, 2009 was $23.8 million
from sales of 24,891 ounces of gold and 1,040 ounces of silver
from Black Fox.  Black Fox began production in May 2009 so there
were no revenues in the prior year.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed total assets of $193.4 million, total liabilities of
$133.1 million, and total shareholders' equity of $60.3 million.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $22.7 million in total current
assets available to pay $53.2 million in total current
liabilities.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://researcharchives.com/t/s?5040

                       Going Concern Doubt

To date the Company has funded its operations through issuance of
debt and equity securities and cash flow generated by the Montana
Tunnels joint venture and the Black Fox mine.  The Company's
ability to continue as a going concern is dependent on its ability
to continue to issue debt and/or equity securities, and/or
continue to generate cash flow from the Black Fox mine.
Currently, the Company is in discussions with the banks regarding
rescheduling the quarterly repayment installments under the Black
Fox Project Facility to better reflect the expected cash flows
from production at Black Fox over the term of the loan.

As of September 30, 2009, the Company has a working capital
deficiency of $30.6 million and an accumulated deficit of
$178.6 million.  In addition, as at September 30, 2009, the
Company held cash and cash equivalents of $4.5 million and had
current debt obligations of $30.3 million consisting of (1) the
current portion of the project financing facility of $23.4 million
due in quarterly installments beginning on December 31, 2009, (2)
the outstanding principal of the Series 2007-A convertible
debentures of $4.5 million due in February 2010, and (3)
$2.4 million for other current debt.  Additionally, as of
September 30, 2009, the Company has committed to make capital
expenditures of approximately $1.2 million for the continued
development of Black Fox.  Based on the current cash balance, the
projected cash flows from Black Fox and assuming the successful
rescheduling of the quarterly installment payments of the Black
Fox project facility, the Company expects to have sufficient funds
to (1) meet its current debt obligations (after debt
rescheduling), (2) fund the capital commitments for the
development of Black Fox, and (3) fund corporate expenditures.

"If the Company is unable to generate sufficient cash flow from
Black Fox, unable to reschedule the quarterly installment payments
under the Project Facility and/or secure additional financing, it
may be unable to continue as a going concern and material
adjustments would be required to the carrying value of assets and
liabilities and balance sheet classifications used."

                        About Apollo Gold

Based in Greenwood Village, Colorado, Apollo Gold Corporation
(TSX: APG; NYSE Amex: AGT) is a growing gold producer that
operates the wholly owned Black Fox Mine and mill.  Both the mine
and mill are located in the Township of Black River-Matheson, near
Timmins in Ontario.  Apollo also is exploring the adjoining Grey
Fox and Pike River properties, all in the greater Timmins gold
district in Ontario, Canada, as well as the Huizopa Joint Venture
(80% Apollo and 20% Minas de Coronado, S. de R.L. de C.V.), an
early stage, gold-silver exploration project, approximately 10
miles southwest of Minefinders' Dolores gold-silver mine, in the
Sierra Madres in Chihuahua, Mexico.


ATTIC STORAGE: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Attic Storage of Shawnee, LLC
        6410 Vista Drive
        Shawnee Mission, KS 66218

Bankruptcy Case No.: 10-20340

Chapter 11 Petition Date: February 17, 2010

Court: United States Bankruptcy Court
       District of Kansas (Kansas City)

Debtor's Counsel: Richard C. Wallace, Esq.
                  Evans & Mullinix, P.A.
                  7225 Renner Road-Ste. 200
                  Shawnee, KS 66217
                  Tel: (913) 962-8700
                  Fax: (913) 962-8701
                  Email: richard@evans-mullinix.com

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

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

According to the schedules, the Company has assets of $4,230,350,
and total debts of $4,500,238.

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/ksb10-20340.pdf

The petition was signed by Jerry Bichelmeyer, member of the
Company.


AVIS BUDGET: Moody's Gives Positive Outlook, Retains 'B2' Ratings
-----------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Avis
Budget Car Rental LLC to Positive from Negative.  The company's
ratings remain unchanged -- Corporate Family Rating at B2;
Probability of Default Rating at B2; senior secured credit
facilities at Ba3; senior unsecured at Caa1; and Speculative Grade
Liquidity rating at SGL-3.  The change in outlook reflects the
considerable improvement that continues to take place in Avis'
operating, competitive, and funding environment.  These
improvements should enable the company to steadily improve key
credit metrics through 2010.

Avis' operating environment and performance are benefiting from
the significant defleeting undertaken by the company and its peers
during 2008 and 2009.  This defleeting, combined with more
restrained production and incentive strategies of the Detroit-3,
should lower fleet costs and contribute to ongoing pricing
stability in the used car market.  In addition, Avis' aggressive
cost cutting initiatives should help the company to better cover
its fixed costs burden within a domestic car rental industry that
has contracted by approximately 10% since 2008.

The competitive environment in the car rental sector is also
improving.  Although the sector will remain highly competitive,
Moody's anticipate that competitors will be less reliant on
attempts to gain share through price cuts than in the past.  This
shift in industry sentiment, combined with reduced fleet size,
should support a healthier pricing environment within the sector.

A critical driver of Avis' improved outlook is the car rental
sector's much-improved access to the ABS market.  As a result of
the reopening of this market, Avis has been able to obtain funding
for its 2010 domestic fleet purchasing requirements.

These operating, competitive, and financial market conditions
should support a steady improvement in Avis credit metrics from
current levels.  For the LTM through September 2009, EBIT/interest
was .8x and debt/EBITDA was 3.7x.  To the extent that Avis remains
on track for achieving EBIT/interest over 1.2x and sustaining
debt/EBITDA below 4x, the rating could improve.  Other factors
that could support improvement in the ratings include a lessening
of its need to obtain annual renewals of its conduit through
greater use of term financing.  Maintaining a larger available
liquidity cushion in the form of unrestricted cash and available
committed credit facilities would also be positive.  This would
provide a greater cushion in the event that funding in the term
ABS market were to become less available in coming years.

As a result of the reopening of the securitization market and
Avis' having completed a number of ABS transactions during the
past year, the company has obtained the funding necessary to
support its fleet purchases for 2010.  An important element of
this funding adequacy is the company's $1,950 million conduit
facility which funds the majority of the seasonal summer build up
in Avis' fleet, but which matures in October 2010 as the fleet
size is scaled back.  Also supporting the company's liquidity
position is $470 million in unrestricted cash and the $1,150
revolving credit facility which matures in April 2011.  This
facility primarily provides letter of credit enhancement in
support of the company's seasonal buildup in fleet
securitizations.  Peak letter of credit utilization approximates
$900 million, leaving a moderate amount of availability to cover
other liquidity needs.  Finally, Avis does not have any non-fleet
corporate debt maturities until 2012.

This funding and debt maturity profile results in Avis having
adequate liquidity during the coming twelve months as reflected in
the SGL-3 Speculative Grade Liquidity rating.  Notwithstanding the
adequacy of this position for the coming twelve months, Moody's
notes that the company will have to maintain ready access to the
term ABS market and will need to seek annual renewal of its
conduit facility on a continuing basis.  This heavy reliance on
annual market access and renewals could limit any improvement in
the SGL-3 Speculative Grade Liquidity rating.

The last rating action on Avis was a change in the outlook to
negative from stable on January 24, 2008.

Avis Budget Car Rental LLC, headquartered in Parsippany, NJ, is a
leading competitor in the US on-airport car rental sector.


BCM MAJESTIC: Updated Case Summary & Creditors List
---------------------------------------------------
Debtor: BCM Majestic Corporation
        1755 Wittington Place, Suite 340
        Dallas, TX 75234

Bankruptcy Case No.: 10-30142

Chapter 11 Petition Date: January 4, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: John P. Lewis, Jr., Esq.
                  Law Office of John P. Lewis, Jr.
                  1412 Main St. Ste. 210
                  Dallas, TX 75202
                  Tel: (214) 742-5925
                  Fax: (214) 742-5928
                  Email: jplewisjr@mindspring.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/azb09-30832.pdf

The petition was signed by Ronald F. Akin, CFO, president of the
company.


BERNARD MADOFF: Merkin Loses Bid to Dismiss Cuomo's Fraud Suit
--------------------------------------------------------------
Andrew M. Harris at Bloomberg News reports that State Supreme
Court Justice Richard B. Lowe denied J. Ezra Merkin's bid for
dismissal of a lawsuit filed against him and his Gabriel Capital
Corp.  In a 23-page decision, Judge Lowe said he found the
attorney general's allegations sufficient to allow the suit to
move forward.

State Attorney General Andrew Cuomo filed the suit, alleging that
Mr. Merkin and Gabriel Capital secretly placed $2.4 billion of
client funds with Mr. Madoff, who ran the world's biggest Ponzi
scheme.

The case is People of the State of New York by Andrew M.
Cuomo v. J. Ezra Merkin, 450879-2009, New York State Supreme
Court, New York County (Manhattan).

                   About Bernard L. Madoff

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

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

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

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

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

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


BH/RE LLC: September 30 Balance Sheet Upside-Down by $290.8-Mil.
----------------------------------------------------------------
BH/RE, L.L.C.'s consolidated balance sheets at September 30, 2009,
showed $633.1 million in total assets and $923.9 million in total
liabilities, resulting in a $290.8 million in members' deficit.

The Company reported current assets of $58.9 million and current
liabilities of $900.0 million at September 30, 2009, resulting in
a working capital deficit of $841.1 million.  The Company had
working capital of US$37.2 million at December 31, 2008.

The Company reported a net loss including noncontrolling interest
of $19.8 million on net revenues of $55.1 million for the three
months ended September 30, 2009, compared to a net loss including
noncontrollong interest of $12.6 million on net revenues of
$69.3 million for the same period of 2008.

The Company believes that third quarter 2009 operating results
were negatively impacted by the current market conditions and that
the Company will continue to experience lower than historical
hotel occupancy, room rates and casino volumes throughout 2009.

                       Nine Months Results

The Company reported a net loss including noncontrolling interest
of $47.4 million on net revenues of $172.7 million for the nine
months ended September 30, 2009, compared to a net loss including
noncontrolling interest of $38.9 million on net revenues of
$215.5 million for the same period of 2008.

                  Existence of Event of Default

The Company's consolidated financial statements do not include any
adjustments to reflect the possible future effects on the
recoverability of assets or the amounts of liabilities that may
result should the Company be unable to continue as a going
concern.

The Company has significant indebtedness and significant financial
commitments.  As of September 30, 2009, the Company had
approximately $869.9 million of total debt.  Substantially all
of the Company's debt is pursuant to an $860 million commercial
mortgage loan agreement entered into on November 30, 2006, between
OpBiz, LLC and PH Fee Owner LLC and Lender Column Financial, Inc.
After the close of the initial loan agreement, the loan was
syndicated and is currently held by a consortium of Lenders.  The
loan agreement has two remaining one year extension options
available (the second and third extension options).  As a
condition to exercising each of the second and third extension
options, the Interest Reserve Account must be replenished to an
amount sufficient to achieve a Debt Service Coverage Ratio of
1.05:1.00 and 1.10:1:0, respectively, using the specified terms
and parameters outlined in the loan agreement.

The loan agreement provides that if the Company does not exercise
the second extension option, the loan under the loan agreement
matures on December 9, 2009.  At December 31, 2008, the loan was
classified as a non current liability in the accompanying
financial statements based on the Company's intent and ability to
exercise the second extension option.  Operating income for the
first six months of 2009 was not sufficient to demonstrate that
the Company could generate sufficient cash flow from operations to
meet the conditions set forth to exercise the second extension
option.  Accordingly, the loan was reclassified to a current
liability as of June 30, 2009.

On September 9, 2009, the Company did not have sufficient
available cash to make the interest and reserve payments due under
the loan on that date.  In connection with the Company's failure
to make the payments required under the loan, the Borrower and
Lender entered into a Protective Advance Agreement dated
September 11, 2009.  The Protective Advance Agreement acknowledges
that there has been an Event of Default and a Specified Event,
that the loan is due and payable and outlines the conditions by
which cash advances may be made to the Company in the sole
discretion of the Lender so that it may continue operating.  The
Company is continuing discussions with the Lender in this regard.
Cash advances under the Protective Advance Agreement are made
first from available operating cash generated by the Borrower from
operations and held in reserve by the Lenders.  To the extent
operating cash is not sufficient to cover necessary operating
expenses, additional advances made under the Protective Advance
Agreement will be added to the total debt outstanding under the
loan.  To date, the lender has made no Protective Advances to the
Company.

Although an Event of Default has been acknowledged, the Lender has
not at this time demanded payment of the Loan nor pursued its
rights and remedies.

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?5061

                        About BH/RE L.L.C.

BH/RE, L.L.C., through its subsidiaries, owns and operates the
Planet Hollywood Resort and Casino in the United States.  Its
casino provides patrons wagering on slot machines; table games,
including blackjack or twenty one, craps, baccarat, and roulette;
and other gaming activities comprising race and sports books,
poker, and keno.  The Company also offers food and beverage
services in the restaurants, bars, room service, banquets, and
entertainment outlets.  BH/RE, L.L.C., is based in Las Vegas,
Nevada.


BIOLARGO INC: Posts $1.64 Million Net Loss in Q3 2009
-----------------------------------------------------
BioLargo, Inc., reported a net loss of $1,640,703 for the three
months ended September 30, 2009, as compared with a net loss of
$1,545,954 for the same period in 2008.

The Company reported a net loss of $5,303,315 for the nine months
ended September 30, 2009, as compared with a net loss of
$5,622,496 for the same period of 2008.

The Company generated $115,741 in revenues from operations during
both the three and nine-month periods ended September 30, 2009,
compared to zero revenues during the three and nine-month periods
ended September 30, 2008.  The revenues consist entirely of sales
of the Company's Odor-No-More products, which the Company
commercially launched in May 2009.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed total assets of $9,236,059, total liabilities of
$4,087,626, and total stockholders' equity of $5,148,433.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $159,344 in total current
assets available to pay $3,581,217 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?5062

                       Going Concern Doubt

For the nine-month period ended September 30, 2009, the Company
had a net loss of $5,303,315 and negative cash flow from
operating activities of $891,102.  As of September 30, 2009, the
Company had negative working capital of $3,421,873, and an
accumulated stockholders' deficit of $47,459,347.  Also, as of
September 30, 2009, the Company had limited liquid and capital
resources.  "The foregoing factors raise substantial doubt about
our ability to continue as a going concern."

                       About BioLargo Inc.

Based in Irvine, Calif., BioLargo, Inc. (OTC BB: BLGO) is engaged
in pre-licensing and product evaluation with strategic partners to
leverage a suite of patented and patent-pending intellectual
property, the BioLargo technology.  The BioLargo technology, the
centerpiece of which is CupriDyne, works by combining minerals and
salts with water from any source to generate and deliver molecular
iodine on demand, in controlled dosages, in order to balance
efficacy of disinfectant performance with concerns about toxicity.
In addition to its BioLargo technology, the Company acquired the
rights to market an iodine based water disinfection system (the
Isan system) from Ioteq IP Pty. Ltd., an Australian company, and
its United States affiliate Ioteq Inc. during the year ended
December 31, 2008.  The Isan system is an automated water
disinfection system that substantially reduces the incidence of
fungal growth, spoilage, organisms and pathogens in water and on
food.


BLOCKBUSTER INC: S&P Cuts Corporate to 'CCC' on Default Risk
------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Dallas-based Blockbuster Inc. to 'CCC'
from 'B-'.  The 'CCC' rating indicates that in S&P's opinion,
Blockbuster is vulnerable to default.  The outlook is negative.

In addition, S&P lowered the issue level rating on the company's
senior secured debt to 'CCC' from 'B' and revised the recovery
rating to a '3', indicating S&P's expectation for meaningful (50-
70%) recovery in the event of a payment default, from a '2'.  S&P
also lowered the subordinated debt issue to 'CC' from 'CCC+', and
revised S&P's recovery rating on the subordinated debt to '6',
indicating its expectation for negligible (0-10%) recovery in the
event of payment default, from '5'.

"The downgrade reflects S&P's view that performance will remain
very challenged and its concern that Blockbuster will not be able
to transform its business model over the near term, as S&P had
expected, given the competitive pressures in the rapidly evolving
domestic media entertainment industry," said Standard & Poor's
credit analyst Jayne Ross.  In addition, S&P expects credit
protection measures will remain very weak.  Liquidity is currently
not a concern.  In revising its view, S&P took into account the
series of events that have occurred over the last month, which
include:

* The company revising its full-year EBITDA outlook because of
  much lower results in the fourth quarter, especially during the
  key holiday season, which usually represents about 30% of the
  company's EBITDA;

* Carl Ichan's (who owns approximately 30% of the stock)
  resignation from the board of directors on Jan. 28, 2010; and

* The company's announcement on Feb. 10, 2010, that three
  executive officers had resigned, which S&P believes are part of
  the company's continued cost cutting efforts.

The ratings on Blockbuster reflect its participation in the
extremely competitive home entertainment market, weak operating
performance, the technology risks associated with video delivery
to the end user, its dependence on decisions made by the movie
studios, and a highly leveraged capital structure that results in
very thin cash flow protection.


BLOCKBUSTER INC: Black River No Longer Holds Equity Interest
------------------------------------------------------------
Black River Asset Management LLC and Black River Global Equity
Fund Ltd. disclosed that as of December 31, 2009, they no longer
hold shares of Blockbuster Inc. Class B common stock.

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

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

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


BLOCKBUSTER INC: Deutsche Bank Reports 5.78% Stake
--------------------------------------------------
Deutsche Bank AG, London Branch, disclosed that as of December 31,
2009, it may be deemed to beneficially own 7,489,511 shares or
roughly 5.78% of the common stock of Blockbuster Inc.

Affiliate Deutsche Bank Securities Inc. disclosed it may be deemed
to beneficially own 688 Blockbuster shares.

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

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

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


BLOCKBUSTER INC: Ex-Hollywood Entertainment Owner Reports Stake
---------------------------------------------------------------
Mark J. Wattles disclosed that as of February 16, 2010, he may be
deemed to own 6,200,000 shares or 5.1% of the outstanding Class A
Common Stock of Blockbuster Inc., through Wattles Capital
Management, LLC, and HKW Trust.

Mr. Wattles also disclosed his beneficial ownership of 13,300,000
shares or 18.4% of the outstanding Class B Common Stock of
Blockbuster.

Mr. Wattles is the sole member and manager of WCM and owns 100% of
its membership interests.  Mr. Wattles is the settler and sole
trustee of the Trust and exercises sole discretion over the Trust.

WCM is primarily engaged in investing in public and private
companies in the consumer products and retail sectors.  WCM
indirectly owns a majority interest in Ultimate Acquisition
Partners, LP, which owns and operates consumer electronics retail
stores under the name Ultimate Electronics.  Mr. Wattles also
serves as Chairman of UAP.

Prior to forming WCM, Mr. Wattles founded Hollywood Entertainment
Corporation, the second largest video rental and retail chain
(after Blockbuster Inc.) and the second largest video game
specialty retailer (after Game Stop Corp.), where he was Chairman
and Chief Executive Officer for more than 17 years before
Hollywood was sold for $1.25 billion to Movie Gallery, Inc., in
April 2005.  The Trust acquires, holds, manages and disposes of
assets for the benefit of a member of Mr. Wattles' family and The
Wattles Family Foundation.

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

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

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


BOMBARDIER INC: Delay in Offering Won't Move Moody's 'Ba2' Rating
-----------------------------------------------------------------
Moody's Investors Service said Bombardier Inc.'s decision to delay
its $1 billion notes offering does not immediately impact any of
its ratings, including its Ba2 Corporate Family and Probability of
Default ratings, or its SGL-2 speculative grade liquidity rating.
The ratings outlook is stable.

Moody's last rating action on Bombardier was on February 8, 2010,
at which time Bombardier's ratings were affirmed and a Ba2 rating
was assigned to its planned notes issue.

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


BRENTWOOD APARTMENTS: Case Summary & 15 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Brentwood Apartments Tampa, LLC
          aka Brentwood Apartments
        8741 Grove Terrace
        Tampa, FL 33617

Bankruptcy Case No.: 10-03334

Debtor-affiliates filing separate Chapter 11 petition December 15,
2009:

        Entity                                     Case No.
        ------                                     --------
Brookside Tampa, LLC                               09-28510

Debtor-affiliates filing separate Chapter 11 petition January 6,
2010:

        Entity                                     Case No.
        ------                                     --------
Palma Ceia Apartments, LLC                         10-00166

Debtor-affiliates filing separate Chapter 11 petition January 28,
2010:

        Entity                                     Case No.
        ------                                     --------
River Park Naples Limited Partnership              10-01837
The RSG Family Limited Partnership-Gordon River    10-01843

Type of Business:

Chapter 11 Petition Date: February 17, 2010

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

Judge: K. Rodney May

Debtor's Counsel: Scott A. Stichter, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 E. Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  Email: sstichter.ecf@srbp.com

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

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

The petition was signed by Ronald L. Glas.

The Debtor's List of 15 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Vertex                     Trade Debt             $25,256

City of Temple Terrace     Utility service        $10,655

Tampa Electric             Utility service        $5,109

Certified Protective       Trade Debt             $3,364
Service

Suarez Bath Tub & Counter  Trade Debt             $1,450
Repair, LLC

1st Florida Termite & Pest  Trade Debt            $1,080
Control

ART Pest Control Services   Trade Debt            $1,008

Media General               Trade Debt            $413

Pool Care                   Trade Debt            $390

Totally Blu H2O             Trade Debt            $350

LexisNexis Screening        Trade Debt            $320
Solutions

Teco Peoples Gas            Utility services      $310

The Flyer                   Trade Debt            $280

Hines Property Tax          Services              $250
Consulting

Quill                       Trade Debt            $168


BUILDERS FIRSTSOURCE: T. Rowe Price Cuts Stake to 3.6%
------------------------------------------------------
T. Rowe Price Associates, Inc., disclosed that as of January 31,
2010, it may be deemed to beneficially own 3,439,200 shares or
roughly 3.6% of the common stock of Builders FirstSource Inc.

T. Rowe Price as of December 31, 2009, held 3,247,500 shares or
roughly 8.9% of the Company.

                  Rights Offering & Debt Exchange

On January 22, 2010, Builders FirstSource said it has completed
its common stock rights offering and debt exchange for its
outstanding Second Priority Senior Secured Floating Rate Notes due
2012.  Floyd Sherman, the Company's Chief Executive Officer, said
88% of the shares made available in the rights offering were
subscribed for, demonstrating shareholders' commitment to the
future of the Company.  He said the transactions enabled the
Company to reduce debt by $130 million and extend the maturity of
most of the Company's remaining debt until 2016.

The Company raised $180.1 million of new equity capital in the
rights offering, which provided stockholders the opportunity to
purchase common stock at a price of $3.50 per share. The Company
will use $75 million of the proceeds from the rights offering for
general corporate purposes and to pay the expenses of the rights
offering and the debt exchange.  The remaining $105.1 million of
proceeds was used to repurchase a portion of the 2012 notes in the
debt exchange.

In the debt exchange, holders of the 2012 notes exchanged, at par,
$269.8 million aggregate principal amount of 2012 notes for (i)
$139.7 million aggregate principal amount of new notes with an
interest rate of LIBOR (subject to a 3.0% floor) plus 1000 basis
points that will mature in 2016, (ii) $105.1 million in cash from
the proceeds of the rights offering, and (iii) 7,112,244 shares of
the Company's common stock.

As a result of the debt exchange, the Company reduced its
indebtedness by $130.0 million and extended the maturity of $139.7
million of indebtedness until 2016.

Upon closing of the rights offering and debt exchange, the
Company's funded debt was $165.0 million, of which $20.0 million
consisted of outstanding borrowings under the Company's senior
secured revolving credit facility, $139.7 million was indebtedness
under the Company's 2016 notes, and $5.3 million was indebtedness
under the Company's remaining 2012 notes. The Company currently
has 94,918,918 shares of common stock outstanding.

JLL Partners Fund V, L.P., and Warburg Pincus Private Equity IX,
L.P., which beneficially owned approximately 24.6% and 24.9%,
respectively, of the Company's common stock prior to the
transactions, collectively invested $90 million in the Company by
each indirectly purchasing 12,857,143 shares of common stock in
the rights offering.  In addition, JLL and Warburg each indirectly
acquired 2,534,889.5 shares of common stock as part of the
consideration for their tender of 2012 notes in the debt exchange.

As a result, JLL and Warburg beneficially own 25.6% and 25.8% of
the Company's outstanding common stock, respectively.  Evercore
Partners acted as financial advisor to JLL and Warburg Pincus in
connection with the rights offering and debt exchange.

                   About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- is a supplier and manufacturer of
structural and related building products for residential new
construction.  The company operates in 9 states, principally in
the southern and eastern United States, and has 55 distribution
centers and 51 manufacturing facilities, many of which are located
on the same premises as its distribution facilities.

At September 30, 2009, the Company's consolidated balance sheets
showed $435.3 million in total assets, $398.3 million in total
liabilities, and $37.0 million in total stockholders' equity.

                            *    *    *

According to the Troubled Company Reporter on Jan. 28, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Dallas-based Builders FirstSource Inc., a manufacturer
and supplier of building products for new residential
construction, to 'CCC+' from 'SD'.  The outlook is positive.


BUILDERS FIRSTSOURCE: Robert Robotti Reports 5.1% Stake
-------------------------------------------------------
Robert E. Robotti; Robotti & Company, Incorporated; Robotti &
Company, LLC; Robotti & Company Advisors, LLC; Suzanne Robotti;
Kenneth R. Wasiak; Ravenswood Management Company, L.L.C.; The
Ravenswood Investment Company, L.P.; and Ravenswood Investments
III, L.P., disclosed that as of January 27, 2010, they may be
deemed to beneficially own 4,851,865 shares or roughly 5.1% in the
aggregate of the common stock of Builders FirstSource Inc.

Mr. Robotti is the president and treasurer of ROBT.  ROBT, a New
York corporation, is the parent holding company of Robotti &
Company and Robotti Advisors.  Robotti & Company, a New York
limited liability company, is a broker-dealer registered under
Section 15 of the Securities Exchange Act of 1934, as amended.
Robotti Advisors is an investment advisor registered under the
Investment Advisers Act of 1940, as amended.

Suzanne Robotti is the wife of Mr. Robotti.

Mr. Wasiak serves as a consultant in the accounting firm of
Pustorino, Puglisi & Company, P.C.  Each of Messrs. Robotti and
Wasiak are Managing Member of RMC.  RMC, a New York limited
liability company, is the general partner of RIC and RI.  RIC and
RI, New York limited partnerships, are private investment
partnerships engaged in the purchase and sale of securities for
their own accounts.

                   About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- is a supplier and manufacturer of
structural and related building products for residential new
construction.  The company operates in 9 states, principally in
the southern and eastern United States, and has 55 distribution
centers and 51 manufacturing facilities, many of which are located
on the same premises as its distribution facilities.

At September 30, 2009, the Company's consolidated balance sheets
showed $435.3 million in total assets, $398.3 million in total
liabilities, and $37.0 million in total stockholders' equity.

                            *    *    *

According to the Troubled Company Reporter on Jan. 28, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Dallas-based Builders FirstSource Inc., a manufacturer
and supplier of building products for new residential
construction, to 'CCC+' from 'SD'.  The outlook is positive.


BRUCE WAYNE BUCKNER: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Bruce Wayne Buckner
          dba Lakeside Deli
          dba Stratton Laundry Service & Center
        1838 Industrial Drive
        Monterey, TN 38574

Bankruptcy Case No.: 10-01518

Chapter 11 Petition Date: February 16, 2010

Court: United States Bankruptcy Court
       Middle District of Tennessee (Cookeville)

Judge: Keith M. Lundin

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church St., Ste 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 255-4516
                  Email: slefkovitz@lefkovitz.com

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

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

According to the schedules, the Company has assets of $1,045,265,
and total debts of $362,304.

A full-text copy of Mr. Buckner's petition, including a list of
his 11 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/tnmb10-01518.pdf

The petition was signed by Mr. Buckner.


CANWEST GLOBAL: Shaw-CW Media Deal Won't Affect Moody's Ratings
---------------------------------------------------------------
Moody's Investors Service said Canwest Global Communications
Corp.'s announcement that Shaw Communications Inc. has tentatively
agreed to take an equity position in a restructured Canwest has no
impact on CW Media Holdings Inc.'s ratings.  CW Media Holdings
Inc. is a privately held joint venture between (indirectly)
Canwest Global Communications Corp. and Goldman Sachs Capital
Partners.

Moody's most recent rating action concerning Shaw was taken on
April 13, 2009 at which time Moody's assigned CW Media with a Caa2
Corporate Family Rating and placed the company's ratings on review
for possible upgrade.

Headquartered in Toronto, Ontario, Canada, CW Media Holdings Inc.
is a privately held joint venture between (indirectly) Canwest
Global Communications Corp. and Goldman Sachs Capital Partners.
CW Media is a specialty television operator with a portfolio of 13
Canadian specialty cable television channels such as Showcase,
Slice (formerly Life Network), History Television, HGTV Canada and
Food Network Canada, plus a 50% ownership interest in two French
language Canadian specialty television channels and a minority
equity interest in two English language Canadian specialty
television channels that are operated by third parties.


CATHOLIC CHURCH: June 2 Trial on Wilmington $76MM Ownership Suit
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of the bankruptcy
case of the Catholic Diocese of Wilmington, Inc., commenced an
action for declaratory and related relief against the Diocese and
other defendants for the purpose of, among other things,
determining a question of actual controversy between the parties.

By this complaint, the Creditors Committee seeks a determination
from the Court regarding ownership of more than $76 million in
assets held by the Diocese in an investment account.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates that the Diocese contends that it
holds an estimated $76 million in assets in trust for the benefit
of the Parishes and certain other Non-Debtor Affiliates.  As a
result, the Diocese contends that the estimated $76 million in
assets purportedly held in trust are not part of the Diocese's
bankruptcy estate, and thus, cannot be reached by creditors of the
Diocese, including the abuse survivors comprising the Creditors
Committee's constituency.

Ms. Jones argues that the Diocese has failed to establish, and
indeed cannot establish, that a valid trust exists with respect to
the estimated $76 million in the Investment Account.  In
particular, she explains, the Diocese cannot establish that a
valid trust was created with the requisite intent, that the legal
and beneficial interests in the alleged trust are sufficiently
separate, or that the funds allegedly held in trust can be
adequately identified or "traced" by the Diocese, the Parishes or
the Non-Debtor Affiliates after they were commingled with other
non-trust funds of the Diocese.

                     Answers to Complaint

A. Diocese

Catholic Diocese of Wilmington, Inc., contends that the Official
Committee of Unsecured Creditors' complaint fails to state a claim
upon which relief can be granted.  The Complaint is void ab initio
as violative of the automatic stay of Section 362(a)(3) of the
Bankruptcy Code to the extent it seeks to exercise control over
causes of action that constitute property of the Diocese's
bankruptcy estate.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, argues that the Creditors Committee
lacks standing to pursue the "alter ego" and substantive
consolidation causes of action set forth in the Complaint.  He
also asserts that the Complaint violates the Diocese's exclusivity
rights under Section 1121(b) of the Bankruptcy Code.

The Complaint violates Section 303 of the Bankruptcy Code to the
extent it seeks involuntary bankruptcy relief (i) against
corporations that are not moneyed, business, or commercial
corporations, and (ii) without meeting the procedural or
substantive requirements of Section 303, Mr. Patton contends.  He
adds, among other things, that the Complaint fails to join parties
necessary to adjudication of the substantive consolidation cause
of action set forth in the Complaint.

B. Pooled Investment Participants

The Catholic Diocese Foundation, Diocese of Wilmington Schools,
Inc., Catholic Cemeteries, Inc., Siena Hall, Inc., Children's
Home, Inc., Seton Villa, Inc., Catholic Youth Organization, Inc.,
St. Ann's Roman Catholic Church, St. John the Beloved Roman
Catholic Church, Holy Spirit Roman Catholic Church, St. Thomas the
Apostle Roman Catholic Church, and St. Francis De Sales Roman
Catholic Church contend that the Complaint seeks to seize property
that they lawfully owned, and transfer it to the Diocese to
increase the size of the bankruptcy estate.

"Because there is no valid legal or factual basis to achieve that
goal, the complaint relies on sleight of hand and linguistic
tricks to try to create a cause of action where one does not
exist," Stephen E. Jenkins, Esq., at Ashby & Geddes, in
Wilmington, Delaware, tells Judge Sontchi.

To the extent that the members of the Creditors Committee derive
their standing from pursuing claims under the so-called Child
Victims Act, that Act is unconstitutional on its face and in
practice and no relief in the action may derive from it, Mr.
Jenkins argues.  He points out, among other things, that the
Complaint's insistence that the Court ignore the distinction
between the Diocese and the Debtor, and make the Pooled Investment
Participants liable for debts allegedly owed by the Debtor
violates the establishment and free exercise clauses of the first
amendment to the United States Constitution, and the Religious
Freedom Restoration Act of 1994.

                       Scheduling Order

The Adversary Proceeding will be bifurcated into two phases for
purposes of both discovery and trial.  In a Court-approved
stipulation, parties to the adversary proceeding agree to these
dates:

  -- The Court will conduct telephonic status conferences at
     these dates and times:

     * February 1, 2010 at 11:30 a.m. (ET)
     * February 19, 2010 at 3:30 p.m. (ET)
     * March 8, 2010 at 11 :30 a.m. (ET)
     * April 5, 2010 at 1:00 p.m. (En
     * April 26, 2010 at II :00 a.m. (ET)
     * May 17, 2010 at 11:00 a.m. (ET);

  -- The discovery cutoff for Phase I of the Adversary
     Proceeding will be May 21, 2010;

  -- On or before March 26, 2010, all parties will exchange with
     all other parties a list of all expert witnesses expected
     to be called at trial;

  -- On or before April 9, 2010, any party may supplement its
     expert designation in response to any other party's
     designation, so long as that party has not previously
     retained an expert to testify on that subject;

  -- Each expert witness designated by a party will prepare a
     written report to be provided to all other parties no later
     than April 30, 2010;

  -- Any party, through any expert designated, will in
     accordance with Rules 26(a)(2)(C) and 26(e) of the Federal
     Rules of Civil Procedure, supplement any of its expert
     reports regarding evidence intended solely to contradict or
     rebut evidence on the same subject matter identified in an
     expert report submitted by another party.  Any supplemental
     reports are due by May 10, 2010;

  -- Expert witness discovery will be completed by May 21,
     2010;

  -- Any motions in limine will be filed and served on all
     parties by the date that allows sufficient time for
     completion of briefing on those motions, prior to the Final
     Pre-Trial Conference;

  -- Any case dispositive motions pertaining to Phase I,
     together with the opening brief and other documents
     supporting the motions, will be served and filed by
     April 16, 2010;

  -- On or before May 21, 2010, the parties will file a joint
     pre-trial memorandum pertaining to Phase I, approved by all
     counsel and by all unrepresented parties;

  -- Counsel for Plaintiff will be responsible for initiation of
     the preparation of the Joint Pre-Trial Memorandum, and for
     the assembly and timely filing and submission of the Joint
     Pre-Trial Memorandum to the Court.  Counsel for Plaintiff
     will submit a proposed draft of the Joint Pre-Trial
     Memorandum to counsel for all other parties by no later
     than May 18, 2010;

  -- Any party may, but is not required to, file a trial brief
     by no later than May 28, 2010;

  -- On June 1, 2010, the Court will hold the Final Pre-Trial
     Conference in chambers with counsel beginning at 2:00 p.m.
     (ET); and

  -- Trial of Phase I will commence on June 2, 2010.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC is
the financial advisor.  The petition says assets range $50,000,001
to $100,000,000 while debts are between $100,000,001 to
$500,000,000. (Catholic Church Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CATHOLIC CHURCH: Fairbanks' Special Arbitrator Named
----------------------------------------------------
The Catholic Bishop of Northern Alaska and its Official Committee
of Unsecured Creditors entered into a stipulation regarding the
employment of Judge William L. Bettinelli as Special Arbitrator.
Judge Bettinelli has acted as the mediator in the Diocese's
bankruptcy case.

Judge Bettinelli's compensation, as set forth in the Disclosure
Statement supporting the Plan, is an expense of the Settlement
Trust and is not an administrative expense or claim against the
bankruptcy estate or the assets of the Reorganized Debtor.

Under the Diocese and the Creditors Committee's Third Amended and
Restated Joint Plan of Reorganization, on the effective date of
the Plan, the Special Arbitrator will assume full responsibility
for resolving the Tort Claims of all Settling Tort Claimants.  The
Court has verbally confirmed the Plan and the Disclosure Statement
on January 25, 2010, subject to entry of appropriate orders and
stipulations.

The Diocese and the Creditors Committee believe that the best
interests of the Settling Tort Claimants is served by Judge
Bettinelli's immediate commencement of his responsibilities under
the Plan.

Notwithstanding the fact that the Court has not yet entered an
order confirming the Plan and that the Effective Date has not yet
occurred, effective January 25, 2010, the Parties agree that Judge
Bettinellli is (i) appointed Special Arbitrator solely at the
expense of the Settlement Trust, (ii) vested with all of the
powers of the Special Arbitrator as set forth in the Plan, and
(iii) authorized to commence all actions that he deems necessary
and proper to fulfilling his responsibilities under the Plan.

Judge MacDonald approved the stipulation.

                 About the 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).


CCS MEDICAL: S&P Withdraws Corporate Credit Rating at 'D'
---------------------------------------------------------
On Feb. 17, 2010, Standard & Poor's Ratings Services withdrew all
of its ratings, including the 'D' corporate credit rating, on
Clearwater, Florida-based CCS Medical Inc. because of lack of
adequate information.  CCS Medical is a supplier of diabetes and
chronic care medical supplies to consumers and businesses.  The
company filed petitions for relief under Chapter 11 of the
U.S. Bankruptcy Code, through a prearranged plan, on July 8, 2009.

                           Ratings List

                            CCS Medical

       Ratings Withdrawn             To              From
       -----------------             --              ----
       Corporate Credit Rating       NR              D/--
        Second-lien term loan        NR              D
          Recovery Rating            NR              6
        Senior Secured               NR              D
          Recovery Rating            NR              2


CINEMARK USA: Moody's Rates Senior Bank Facilities at 'Ba3'
-----------------------------------------------------------
Moody's Investors Service rated Cinemark USA Inc.'s amended and
extended senior secured bank credit facilities Ba3.  The
transaction has the benefit of extending the maturity date of a
portion of the bank credit facility but does not alter amounts
owing, nor does the interest carry significantly alter.
Accordingly, the transaction is neutral to Cinemark's credit
profile and the amended/extended facility's rating is unchanged.

Cinemark USA is a wholly-owned subsidiary of Cinemark, Inc., and
in turn, Cinemark is a wholly-owned subsidiary of Cinemark
Holdings, Inc.  Moody's maintains a B1 corporate family rating for
Cinemark as well as a B1 probability of default rating.  The
amended and extend transaction has no impact on Cinemark's CFR or
PDR, nor is there any impact on ratings of any individual debt
instruments in the corporate family.  Further, the corporate
family's SGL-1 speculative grade liquidity rating (indicating very
good liquidity) and its positive ratings outlook are unaffected by
the extend/extend transaction.  In a purely administrative matter,
the speculative grade liquidity rating was transferred to Cinemark
from Cinemark USA.

Rating Actions:

Issuer: Cinemark USA, Inc.

  -- Extended and Amended Senior Secured Revolving Credit
     Facility, Assigned Ba3 (LGD3, 31%)

  -- Speculative Grade Liquidity Rating, Withdrawn, formerly SGL-1

Issuer: Cinemark, Inc.

  -- Speculative Grade Liquidity Rating, Assigned SGL-1

Ratings and Outlook Listing:

Issuer: Cinemark, Inc.

  -- Corporate Family Rating, B1
  -- Probability of Default Rating, B1
  -- Senior Unsecured Regular Bond/Debenture, B3 (LGD6, 91%)

Issuer: Cinemark USA, Inc.

  -- Senior Secured Revolving Credit Facility, Ba3 (LGD3, 31%)
  -- Senior Secured Term Loan B, Ba3 (LGD3, 31%)
  -- Senior Unsecured Regular Bond/Debenture, B3 (LGD5, 84%)

Moody's most recent rating action concerning the Cinemark
corporate family was taken on June 15, 2009, at which time, a new
senior unsecured note issue in the name of Cinemark USA was rated
B3.

Ratings in the Cinemark corporate family were assigned by
evaluating factors Moody's believes are relevant to the credit
profile of the issuer, such as i) the business risk and
competitive position of the company versus others within its
industry, ii) the capital structure and financial risk of the
company, iii) the projected performance of the company over the
near to intermediate term, and iv) management's track record and
tolerance for risk.  These attributes were compared against other
issuers both within and outside of Cinemark's core industry and
Cinemark's ratings are believed to be comparable to those of other
issuers of similar credit risk.

Cinemark Holdings, Inc., headquartered in Plano, Texas, is the
United States' third largest motion picture exhibitor with 296
theaters and 3,842 screens in 39 states, and internationally (in
13 countries), mainly in Mexico, South and Central America, with a
further 130 theaters and 1,066 screens.


CHEMTURA CORP: Gets Nod for 1-Year $450-Mil. Replacement Financing
------------------------------------------------------------------
Chemtura Corporation and its debtor affiliates filed a motion
with the U.S. Bankruptcy Court for the Southern District of New
York on February 4, 2010, seeking approval of an Amended and
Restated Debtor-in-Possession Credit Agreement with Citibank,
N.A., together with Bank of America N.A., Barclays Bank PLC and
Wells Fargo Foothill LLC and other lenders parties to the new DIP
facility.

The new $450 million DIP facility consists of (i) $300 million of
Term Loans, and (ii) a 150 million Revolving Facility, including
a Letter of Credit subfacility in the aggregate amount of up to
$50 million.

Chemtura intends to use the New DIP Facility to refinance its
existing $400 million DIP facility with Citibank and certain
lenders.

The Company related in a press release that the New DIP Facility
provides it with improved financing and credit terms and
additional financial flexibility, and permits capital
expenditures necessary to execute its business plan.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
relates that the Debtors entered into the Existing DIP Facility at
the height of the credit crisis in the financial markets, which
makes the Existing DIP Facility significantly more expensive than
terms currently available in the market.  The Existing DIP
Facility, he notes, also contains numerous provisions that impose
limitations on the Debtors' business and operations.

"The lenders have shown confidence in the company's strong
performance and management by increasing the DIP facility by $50
million and at the same time by significantly lowering the
financing costs," said Craig A. Rogerson, Chemtura's Chairman,
President and Chief Executive Officer, in a public statement.
"The improved terms of the new DIP facility are a reflection of
the improving credit markets as well as a testament to the
outstanding progress we are making in our restructuring efforts."

"Among other benefits, the proposed DIP Refinancing Facility will
replace higher interest-rate debt with lower interest-rate debt
and given the large sums of principal at issue, the savings from
the reduced interest rate as a result of the DIP Refinancing
Facility will be approximately $9,300,000 through the remaining
term of the Existing DIP Facility," Mr. Cieri says..

Mr. Cieri notes that the other terms of the New DIP Facility are:

DIP Refinancing
Agents:            Citibank, N.A., as Administrative Agent

                    Wells Fargo Foothill LLC as Syndication
                    Agent

                    Barclays Bank Plc and Bank of America, N.A.,
                    as co-documentation agents


Term:              The earlier of:

                    -- 364 days after the Closing, or
                    -- the effective date of a reorganization
                       plan.

Interest Rates:    At Chemtura Corp.' election, at the Base
                    Rate  or the Eurodollar Rate, plus the
                    Applicable Margin.

                    * Base Rate: The higher of (a) 3.0% per
                      annum and (b) a fluctuating interest rate
                      per annum in effect from time to time,
                      which rate per annum will be at all times
                      be equal to the higher of (i) the rate of
                      interest announced publicly by Citibank in
                      New York, New York, from time to time, as
                      Citibank's base rate, and (ii) 1/2 of 1%
                      per annum above the Federal Funds Rate.

                    * Eurodollar Rate: The higher of (a) 2% per
                      annum and (b) the rate per annum obtained
                      by dividing the LIBOR rate by a percentage
                      equal to 100% minus the Eurodollar Rate
                      Reserve Percentage for that period.

                    * Applicable Margin: With respect to the
                      Term Facility: (a) 4.0% per annum
                      (Eurodollar Rate Advances) or (b) 3.0% per
                      annum (Base Rate Advances).  With respect
                      to the Revolving Credit Facility: (a)
                      4.25% per annum (Eurodollar Rate Advances)
                      or (b) 3.25% per annum (Base Rate
                      Advances).

Default Interest:  An additional 2% per annum upon the
                    occurrence and during the continuance of an
                    Event of Default on the unpaid principal
                    amount of each Advance owing to each Lender,
                    payable on demand.

Commitment Fees:   1.0% per annum on the average daily unused
                    portion of the Unused Revolving Credit
                    Commitment, payable monthly.

                    * Initial Lender Fees:  Chemtura Corp. will
                      pay to the Administrative Agent and the
                      Bookrunners other fees as may be from time
                      to time agreed among the Borrower, the
                      Administrative Agent, and the Bookrunners.

                    * Letter of Credit Fees:  Letter of Credit
                      Fees include (i) the Applicable Margin for
                      Eurodollar Rate Advances under the
                      Revolving Credit Facility on the
                      outstanding amount of Letters of Credit,
                      payable monthly and (ii) a fronting fee of
                      0.25% per annum on the outstanding amount
                      of Letters of Credit to the applicable
                      Issuer, payable monthly, together with
                      opening, amendment, presentment, wire, and
                      other administrative fees applicable to
                      each Letter of Credit.

Covenants:         The Debtors are required to maintain
                    consolidated EBITDA for each of these
                    periods of not less than the stated amounts:

                        Month Ending        Minimum EBITDA
                        ------------        --------------
                        December 2009         $150,000,000
                        January 2010          $171,000,000
                        February 2010         $193,000,000
                        March 2010            $200,000,000
                        April 2010            $205,000,000
                        May 2010              $212,000,000
                        June 2010             $218,000,000
                        July 2010             $222,000,000
                        August 2010           $224,000,000
                        September 2010        $229,000,000
                        October 2010          $230,000,000
                        November 2010         $232,000,000
                        December 2010         $240,000,000
                        January 2011          $242,000,000
                        February 2011         $245,000,000

                    Minimum Availability should also not be less
                    than $20,000,000 on any business day.

DIP Liens:         The Debtors grant these as collateral
                    securing all DIP Refinancing Loan
                    Obligations, subject to the Carve-Out:

                     * Liens on all Unencumbered Property of the
                       Debtors

                     * Junior Liens on perfected liens of all of
                       the Debtors' property existing as of the
                       Petition Date, except those that secure
                       Prepetition Secured Debt

                     * Priming Liens on all of the Debtors'
                       property that presently secure
                       Prepetition Secured Debt

                     * Future Property of the Debtors

                    The obligations of each of the Debtors
                    under the DIP Refinancing Facility will be:

                    (a) granted as a superpriority
                        administrative claim as well as an
                        administrative claim with priority above
                        all other administrative claims;

                    (b) secured by a perfected first priority
                        lien on all other assets owned by the
                        Debtors, junior only to liens set in
                        the DIP Refinancing Loan Agreement and
                        other security and relevant
                        documentation expressly stated to have
                        priority to the liens; and

                    (c) secured by a perfected first priority
                        lien on all notes and capital stock
                        owned by the Debtors, including 100% of
                        the non-voting capital stock of their
                        foreign subsidiaries but no more than
                        66% of the voting capital stock of
                        foreign subsidiaries that are classified
                        as controlled foreign corporations.

                    The claims and liens contemplated under the
                    DIP Refinancing Loan Agreement and the DIP
                    Refinancing Orders are substantively the
                    same as those currently provided under the
                    Existing DIP Facility.

A blacklined version of the DIP Refinancing Loan Agreement
compared against the Existing DIP Credit Agreement is available
for free at http://bankrupt.com/misc/ChemDIPRefBlk.pdf

Mr. Cieri further reveals that the significant benefits of the
New DIP Facility as compared to the Existing DIP Facility:

  1. The fixed dollar component of the borrowing base is
     increased from $125,000,000 to $275,000,000.

  2. The Debtors' proposed purchase of property from
     Lyondell Chemical Company are excluded from the cap on the
     Debtors' capital expenditures.  The New DIP Facility also
     permits the purchase.

  3. The maturity of the loan is extended through February 2011
     without the payment of the extension fees required under
     the Existing DIP Facility.

  4. The amount of debt that can be incurred by the Debtors'
     foreign subsidiaries in an asset-based financing, factoring
     arrangements or other securitization program is increased
     to the greater of $150,000,000 and EUR125,000,000 from
     EUR100,000,000.

  5. Up to $20,000,000 of investments and guarantees or other
     credit support obligations in the obligations of a joint
     venture in Saudi Arabia is permitted.

  6. Up to $12,000,000 of guarantees of loan obligations of the
     Gulf Stabilizers Industries, Ltd. Joint venture is
     permitted.

  7. The amount that the Debtors can invest in their non-Debtor
     foreign subsidiaries in the form of intercompany loans is
     increased from an aggregate of $40,000,000 to $60,000,000.

  8. The amount the Debtors can invest in joint ventures that
     are not subsidiaries is increased from $6,000,000 to
     $10,000,000.

  9. Greater flexibility is provided with respect to capital
     expenditures.

10. The minimum availability the Debtors must maintain under
     the DIP Refinancing Loan Agreement is reduced from
     $30,000,000 to $20,000,000, thereby potentially increasing
     the amount the Debtors will be able to borrow under the DIP
     Refinancing Facility.

                      Cash Collateral

In connection with their request to obtain a $450,000,000 DIP
refinancing, the Debtors seek authority from the Court to
continue using the cash collateral of their prepetition lenders
and Citibank, N.A., as administrative agent, on similar terms to
those previously provided in the Court's Final DIP Financing
Order.

Among the conditions for borrowing under the DIP Refinancing
Facility is the requirement that the Debtors operate within the
terms of a DIP Budget, excluding payments for professional fees
not attributable to any litigation, subject to a 20% variance
plus the amount, if any, of a certain cash variance.

Subject and subordinate to the Carve-Out, the DIP Refinancing
liens and certain permitted prior liens, the Prepetition Agent
will be granted adequate protection liens in all DIP Refinancing
Collateral equal to the diminution in the value of the
Prepetition Collateral subsequent to the Petition Date on account
of (i) the reduction in the Prepetition Agent's and Prepetition
Lenders' interest in the Prepetition Collateral as a consequence
of the priming that will be authorized in the DIP Refinancing
Orders, (ii) sale, lease or use of the Prepetition Collateral,
including cash collateral and (iii) the imposition of the
automatic stay.

As further adequate protection to the Prepetition Agent, the
Debtors will pay the Prepetition Agent these amounts for
application in accordance with the Prepetition Credit Agreement:

  -- Monthly payment of current interest and Letter of Credit
     Fees on the Prepetition Secured Indebtedness at the
     applicable non-default rates applicable on the Petition
     Date under the Prepetition Credit Agreement; and

  -- The reasonable and documented fees and disbursements of
     professionals for the Prepetition Agent, including the
     reasonable fees and disbursements of counsel and advisers
     as permitted under the Prepetition Credit Agreement and
     payment on the Effective Date or as soon thereafter as is
     practicable of any unpaid prepetition fees and expenses.

Claims of the Prepetition Agent and Prepetition Lenders are
granted administrative claims as adequate protection, provided
that any claim of the Prepetition Agent or Prepetition Lenders
arising thereunder is (i) an allowed administrative expense claim
junior in priority and subordinate in all respects to only the
Superpriority Claims granted to the DIP Obligations and the
Carve-Out, and (ii) otherwise senior in priority over all other
administrative expense claims and unsecured claims against the
Debtors.

                       Interim Approval

Judge Gerber approved the Debtors' request for replacement
financing, on an interim basis, on February 9, 2010.  Judge Gerber
also granted the Debtors authority to continue using the Cash
Collateral, on an interim basis.

The Debtors sought an expedited approval of the New DIP Facility
in light of a provision under the Existing DIP Facility that if
they wish to exercise extension the Existing DIP Facility, they
would have to pay a non-refundable cost of about $4,000,000 no
later than February 20, 2010.

At the Debtors' request, the Court further held if no objections
are received by February 11, 2010, the Interim DIP Refinancing
Order will automatically be deemed as granted as of 5:00 p.m. on
February 18, 2010, on a final basis, without further Court.

If objections are timely filed and served after the entry of the
Interim Order, a final hearing will be conducted before the Court
on or before February 19, 2010 or at a date the Court directs a
hearing to be held.

A full-text copy of the Feb. 9 Interim DIP Refinancing Order is
available for free at:

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

               Chemtura Continues to Work on Plan

In line with its public statement on the New DIP Facility,
Chemtura also stated it is working diligently with its
constituencies to develop a consensual Plan of Reorganization.

"We are confident that filing a plan with the support of our
creditors is the quickest path to emerge from Chapter 11 a
stronger and more nimble global enterprise, best equipped to grow
and meet the needs of our customers," Mr. Rogerson said in the
company release.  "We are grateful to have received significant
support and encouragement from all of our stakeholder groups,
including our creditors, lenders, customers, suppliers and
others.  Most importantly, we very much appreciate the
unrelenting efforts of Chemtura's talented employees."

                      About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Wants Plan Exclusivity Until June 11
---------------------------------------------------
Chemtura Corporation and its debtor affiliates seek a further
extension of their Exclusive Plan Filing Period through and
including June 11, 2010, and their Exclusive Solicitation Period
through and including August 10, 2010.

The Court previously set the deadline of the Debtors' exclusive
period to file a Chapter 11 plan through February 11, 2010,
and their exclusive period to solicit acceptances for that plan
through April 12, 2010.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
contends that the size and complexity of the Debtors' cases
alone warrants extension of the Exclusive Periods.  He notes
that the Debtors' Chapter 11 cases involve 27 debtors with assets
and operations located in 12 states around the United States, and
the Debtors have more than $1 billion in prepetition funded debt
on a consolidated basis.

Mr. Cieri reports that the Debtors have been making extraordinary
efforts to analyze their contracts; review and analyze more than
14,000 proofs of claim; secure Court approval of a reduction of
certain retiree obligations; perform the valuation work required
for the Chapter 11 process; and satisfy the information requests
of numerous constituents including the Official Committee of
Unsecured Creditors, the Official Committee of Equity Holders,
and the prepetition lenders and their advisors.

The Debtors have also been busy with implementing their revised
business plan and have made significant strides in improving
their business, Mr. Cieri points out.  He tells the Court,
however, that although the Debtors are confident that the
business plan will provide the foundation for a viable Chapter 11
plan, the specifics and implementation of the plan are still in
development and will undoubtedly be the subject of further
discussion and diligence.

For these reasons, the Debtors assert that a further extension of
their Exclusive Periods is necessary and warranted.

The Court will convene a hearing on February 23, 2010 to consider
the Debtors' request.  Objections must be filed on or before
February 16, 2010.

In a separate filing, Judge Gerber entered a bridge order
extending the Debtors' Exclusive Plan Filing Deadline, through
and including February 23, 2010.  If the February 23 set hearing
is adjourned, the Exclusive Plan Filing Period will also be
automatically extended through the adjourned dates, Judge Gerber
rules unless otherwise ordered.

                      About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Wants Rule 2004 Exam on AIG, et al.
--------------------------------------------------
Chemtura Corp. and its units ask the Court, pursuant to Rule 2004
of the Federal Rules of Bankruptcy Procedure, to direct American
International Group, Chartis, Inc., Chartis Claims, Inc., and
certain related entities, including American International
Specialty Lines Insurance Company, Lexington Insurance Ltd. (UK),
National Union Fire Insurance Company of Pittsburgh, PA, and any
and all predecessor entities to:

  (a) appear for oral examination; and
  (b) provide testimony and produce certain documents.

The Debtors tell Judge Gerber that they have received
approximately 375 non-duplicative claims, alleging injury from
exposure to diacetyl filed on or before October 30, 2009.
Certain of the Claims are based on certain prepetition lawsuits
in connection with injuries sustained due to exposure of
diacetyl.

The Diacetyl-related claims arose several years ago when food
industry factory workers began alleging in 2001 that exposure to
diacetyl caused respiratory illness.  Products liability actions
were subsequently filed across the country, alleging that
diacetyl was defectively designed and manufactured, and that
diacetyl manufacturers and distributors had failed to properly
warn end-users of the dangers of exposure to diacetyl.

According to Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in
New York, the Debtors have insurance coverage for the Diacetyl
Claims under various general liability policies, including
certain liability policies issued to them or their predecessors
between November 4, 1996 and June 1, 2007.  He notes that AIG
issued the first layer of available insurance coverage to the
Debtors.

Mr. Cieri notes that all of the Debtors' insurance carriers,
including AIG, have reserved their rights or denied coverage for
the Diacetyl Claims under the Insurance Policies based on various
policy provisions, including a so-called pollution exclusion and
the "Named Peril and Time Element Pollution Endorsement."  In
other words, no insurance carrier has acknowledged or accepted
its obligation to indemnify Chemtura for the Diacetyl Claims, he
specifies.

Notwithstanding the insurance carriers' various positions under
the Insurance Policies with respect to the Diacetyl Claims, Mr.
Cieri contends that the Insurance Policies provide coverage with
respect to Diacetyl Claims.  He adds that since AIG issued the
first layer of insurance coverage to the Debtors and their
predecessors in all potentially applicable policy periods
from 1996 through 2007, the other insurers that issued the
Insurance Policies have no obligation to respond to the Diacetyl
Claims until after AIG.

"Without additional information from AIG regarding its practice
of handling claims alleging injury from exposure to diacetyl
under liability insurance policies, and its history of providing
coverage with respect to such claims, [the Debtors] will not be
able to fully evaluate the Insurance Policies issued by AIG as
assets of [their] estate and will not be able to adequately
estimate the uninsured portion of the Diacetyl Claims," Mr. Cieri
asserts.

The Debtors have not been named in any diacetyl case that has
gone to verdict, therefore the Debtors' knowledge of diacetyl-
related settlements is limited, Mr. Cieri points out.  However,
he notes that AIG policyholders have been involved in many claims
alleging injury from exposure to diacetyl, and AIG retains
substantial information about insurance coverage and settlement
and judgment amounts for the claims.

Mr. Cieri tells the Court that the Debtors have met with AIG and
made requests for a consensual exchange of information, however,
the meeting failed to produce positive results.  Accordingly, the
Debtors now seek to use the authority provided under Bankruptcy
Rule 2004 to gather key information concerning the scope and
extent of their potential liabilities with respect to the
Diacetyl Claims.

The documents that the Debtors need from AIG are those reflecting
the current circumstances under the subject insurance policies,
including:

  * the amount paid relative to the available policy limits and
    terms of coverage, in any instance where AIG provided
    coverage to any AIG policyholder for a claim alleging injury
    from exposure to diacetyl; and

  * the terms of coverage, in any instance where AIG has
    declined to provide coverage to any AIG policyholder for a
    claim alleging injury from exposure to diacetyl.

Mr. Cieri asserts that the Debtors' request is not burdensome on
AIG because AIG maintains all the requested information in the
regular course of its business and responding to the request will
not require any new analysis or documentation by AIG.  He notes
that as the Debtors' insurer with respect to the Diacetyl Claims,
AIG likely already has gathered or tracked the information in
order to assess its own liability.

In order to resolve any confidentiality concern AIG may have with
respect to the requested information, the Debtors have prepared a
proposed Protective Order Governing the Confidentiality of
Discovery, which they have attached to their Rule 2004
Application.  The Protective Order will ensure the
confidentiality of any Personal Health Information produced in
connection with the Application and limits access to information
regarding historical settlement values, consistent with the
Court's prior order, the Debtors maintain.

                      About Chemtura Corp.

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

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

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

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


CIFG GUARANTY: S&P Withdraws 'CC' Financial Strength Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'CC'
financial strength, financial enhancement, and counterparty credit
ratings on CIFG Guaranty, CIFG Europe, and CIFG Assurance North
America Inc. at the company's request.

"The 'CC' ratings and negative outlook reflect the significant
declines in statutory surplus levels at these companies, which
leave them vulnerable to regulatory intervention," said Standard &
Poor's credit analyst David Veno.  "The ratings also reflect the
companies' insured exposure to various asset classes that could
experience adverse loss development, which would further weaken
their surplus positions."


COINMACH SERVICE: Moody's Raises Corporate Family Rating to 'Caa1'
------------------------------------------------------------------
Moody's Investors Service raised all the ratings of Coinmach
Service Corp., including its corporate family rating to Caa1 from
Ca; its probability of default rating to Caa1 from D; its
revolving credit facility, term loan B, and delayed draw term loan
to B3 from Caa3; its senior unsecured notes to Caa3 from C; and
its speculative grade liquidity rating to SGL-3 from SGL-4.  The
ratings outlook is stable.  This rating action concludes the
review period that commenced on December 22, 2009.

In a series of transactions that occurred between September 29,
2009, and December 18, 2009, Coinmach restructured its balance
sheet, whereby it exchanged its $252 million senior subordinated
notes for $270 million of cumulative preferred stock and converted
its $175 million senior unsecured loan to $185.6 million of senior
unsecured notes whose interest payments will be payment-in-kind
for three years.  As a result of these transactions, Moody's
expects Coinmach to save in excess of $45 million of cash interest
per year over the next three years.  In addition, the conversion
of the subordinated loan to preferred stock lowers debt (for the
purposes of covenant calculations) by $252 million, which is
expected to be partially offset by future increases in debt
associated with the PIK feature of the senior unsecured notes.
Lastly, Moody's views Coinmach's preferred stock as a "Basket B"
hybrid security, or 75% debt and 25% equity.  As such, Moody's-
adjusted debt is expected to rise over the next several years as
preferred dividends go unpaid and PIK interest is added to the
unsecured notes principal.

The Caa1 corporate family rating reflects Coinmach's high leverage
(8.6x adjusted Debt/EBITDA) and weak interest coverage (0.2x
adjusted EBIT/Interest) for the twelve months ended December 31,
2009.  Despite the balance sheet restructuring, Moody's expects
leverage and interest coverage to remain above 7.5x and below
0.5x, respectively, over the next several years.  In addition,
Moody's believes free cash flow relative to total debt will be
slightly positive at best -- due to expectations of a slow
economic recovery, elevated vacancy rates, and significant
advanced location payments -- restricting any meaningful debt
reduction over the intermediate term.  In fact, as stated above,
Moody's believes adjusted debt will increase over the next three
years due to accumulating unpaid dividends under its preferred
stock and the PIK feature of its senior unsecured notes.

At the same time, the Caa1 corporate family rating reflects a
longer term view that favorably considers the company's stable
revenues and operating margins.  Coinmach's track record and
stability are driven by its large installed equipment base,
geographic diversity, long-term contracts, and high customer
retention in a business that tends to be relatively protected from
the general economic cycle.  As a result, revenues and EBITDA are
fairly predictable.  Although high vacancy rates have negatively
impacted operating performance recently, the company's economies
of scale, ability to raise vend prices, and the contribution from
small tuck-in acquisitions tend to help mitigate volatility.

The upgrade of Coinmach's SGL rating to SGL-3 from SGL-4
acknowledges the improvement in the company's liquidity profile
following the balance sheet restructuring.  More specifically, the
transactions should benefit Coinmach's free cash flow generation
by saving the company over $45 million in cash interest per year,
as well as provide it with additional financial covenant headroom.
At the same time, the SGL rating reflects the company's relatively
modest cash balance, the expectation for weak cash flow generation
relative to debt, and limited availability under its revolving
credit facility.

The stable outlook reflects the expectation that Coinmach will be
able to service its debt and remain in compliance with its
financial covenants over the next 12-18 months, largely as a
result of the substantial cash interest savings and debt reduction
associated with its balance sheet restructuring.  However, for any
positive rating actions to be considered, the company will need to
permanently address its highly leveraged balance sheet.

The following ratings were affected:

* Corporate Family Rating, raised to Caa1 from Ca;

* Probability of Default Rating, raised to Caa1 from D;

* Revolving Credit Facility due 2013, raised to B3 (LGD3, 41%)
  from Caa3;

* Delayed Draw Term Loan due 2014, raised to B3 (LGD3, 41%) from
  Caa3;

* Term Loan B due 2014, raised to B3 (LGD3, 41%) from Caa3;

* Senior Unsecured Notes due 2015, raised to Caa3 (LGD6, 91%) from
  C; and

* Speculative Grade Liquidity Rating, raised to SGL-3 from SGL-4.

Moody's last rating action for Coinmach occurred on December 22,
2009, when Moody's placed all of the company's ratings on review
for upgrade.

Coinmach Service Corp., through its wholly owned subsidiaries, is
the single largest provider of outsourced laundry services for
multi-family housing properties in North America.


COLONIAL GUY FLORIDA: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Colonial Guy Florida Inc.
        1600 East Colonial Drive
        Orlando, FL 32803

Bankruptcy Case No.: 10-02223

Chapter 11 Petition Date: February 16, 2010

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

Debtor's Counsel: Robert N. Reynolds, Esq.
                  501 North Orlando Avenue, Suite 313-240
                  Winter Park, FL 32789
                  Tel: (407) 647-4262
                  Fax: (407) 650-2740
                  Email: ReynoldsFlaLaw@gmail.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 Hatim Mahamed, president of the
Company.


COLUMBINE GROUP: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: The Columbine Group, LLC
        PO Box 1148
        Cody, WY 82414

Bankruptcy Case No.: 10-20133

Chapter 11 Petition Date: February 16, 2010

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

Judge: Peter J. McNiff

Debtor's Counsel: Stephen R. Winship, Esq.
                  Winship & Winship, PC
                  P.O. Box 548
                  Casper, WY 82602
                  Tel: (307) 234-8991
                  Fax: (307) 234-1116
                  Email: steve@winshipandwinship.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 $2,878,248,
and total debts of $5,177,702.

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

The petition was signed by Samuel J. Tilden, managing member of
the Company.


CONTINENTAL ALLOYS: S&P Raises Corporate Credit Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its ratings
on Continental Alloys & Services Inc.  The corporate credit rating
was raised to 'B-' from 'CCC'.  At the same time, the issue-level
ratings on the company's senior secured bank credit facility were
raised to 'B' (one notch above the corporate credit rating) from
'CCC' and the recovery ratings revised to '2', indicating S&P's
expectation of substantial (70% to 90%) recovery in the event of a
payment default, from '3'.  The rating outlook is stable.

S&P removed all ratings from CreditWatch, where they were placed
with developing implications on June 18, 2009.

"The upgrade reflects S&P's expectation that the company's
operating performance and financial profile are likely to improve
during 2010, after a very difficult 2009, when lower steel prices
and depressed volumes resulted in a significant deterioration of
earnings and concerns, in S&P's view, regarding the company's
compliance with financial covenants governing its senior secured
credit facility," said Standard & Poor's credit analyst Mike
Scerbo.

However, the company has entered into an amended bank credit
facility, which, combined with S&P's operating expectations, is
expected to provide adequate cushion over the next several
quarters.

S&P's rating and outlook incorporate the expectation that the
company will generate more than $25 million in EBITDA in 2010,
owing to improved volumes from increased drilling activity, as
well as a strengthening of margins compared with 2009 when the
rapid decline in steel prices hurt results.  This expected
improvement in EBITDA, combined with debt reduction in 2009 and,
given a required excess cash flow sweep governing the credit
facility, likely once again in 2010, is expected to result in
adjusted debt leverage improving to less than 4x.  S&P estimates
that total debt could decline to closer to $100 million compared
with about $135 million at the end of 2009 as the company applies
excess cash flow to reduce debt.


COOPER COMPANIES: Moody's Affirms 'Ba3' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service has upgraded the speculative grade
liquidity rating of Cooper Companies, Inc., to SGL-2 from SGL-3
and affirmed all other ratings on the company, including the
corporate family rating at Ba3.  At the same time, the rating
outlook has been moved to positive from stable.

The positive outlook acknowledges the strength of Cooper's recent
operating performance in a challenging economic environment and
the growing acceptance of its silicon hydrogel branded contact
lenses.  Over the past few periods, Cooper has efficiently
converted its high margins into solid and sustainable free cash
flows following several years of extraordinary capital spending
that focused on acquisition integration and the restructuring of
its manufacturing footprint.  The positive outlook reflects
Moody's expectation that Cooper's enhanced cash flows will support
debt reduction in 2010 and allow Cooper to implement a more
sustainable capital structure over time.

Moody's added that a ratings upgrade could occur if Cooper lowers
its adjusted leverage below 3.0x, on a sustainable basis, while
executing its acquisition plans in a financially conservative
manner.  While recent debt reduction has been meaningful, Moody's
views Cooper's current leverage as restrictive given its product
concentration in the soft contact lens markets and the high level
of competition between Cooper and larger industry participants
such as Johnson & Johnson, Ciba Vision and Bausch & Lomb.

The SGL-2 rating reflects the expectation that Cooper will
maintain a good liquidity profile over the next twelve months.
Cooper's liquidity is supported by the turnaround in cash
generation during fiscal 2009, its reduced reliance on its
revolver and improved covenant headroom.  Based on Cooper's
improved cash flow prospects and plan to invest roughly 50% of
free cash flow on acquisitions, focused on the CooperSurgical
business, and 50% to reducing its reliance on the revolver,
Moody's believes that Cooper's liquidity position will continue to
improve over the next twelve months as debt reduction progresses.

The following ratings were upgraded:

  -- Speculative Grade Liquidity Rating to SGL-2 from SGL-3.

The following ratings were affirmed:

  -- Corporate Family Rating at Ba3;
  -- Probability of Default Rating at Ba3; and
  -- Ba3 rating (LGD4/51%) on Senior Unsecured Notes due 2015.

The previous action on Cooper was the April 1, 2009 revision of
the outlook to positive from stable.

Headquartered in Pleasanton, California, Cooper, through its
principal business units, develops, manufactures and markets
healthcare products.  CooperVision develops, manufactures and
markets a broad range of contact lenses for the worldwide vision
correction market.  CooperSurgical develops, manufactures and
markets medical devices, diagnostic products and surgical
instruments and accessories used primarily by gynecologists and
obstetricians.  For the twelve months ended October, 31, 2009, the
company reported approximately $1.1 billion in revenues.


D. BRADLEY IMMEL: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: D. Bradley Immel
          aka David B. Immel
          aka Bradley Immel
        2760 Gateway Gorge
        Morris, IL 60450

Bankruptcy Case No.: 10-05998

Chapter 11 Petition Date: February 16, 2010

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

Debtor's Counsel: Chris D. Rouskey, Esq.
                  Rouskey and Baldacci
                  151 Springfield Ave
                  Joliet, IL 60435
                  Tel: (815) 741-2118
                  Fax: (815) 741-0670
                  Email: rouskey-baldacci@sbcglobal.net

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 $1,824,800,
and total debts of $2,947,450.

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

            http://bankrupt.com/misc/ilnb10-05998.pdf

The petition was signed by D. Bradley Immel.


DANNY'S HAPPY: Asks for Court's Okay to Use Cash Collateral
-----------------------------------------------------------
Danny's Happy Valley, LLC, seeks authority from the U.S.
Bankruptcy Court for the District of Arizona to use the cash
collateral securing their obligation to their prepetition lenders.

Apart from some unpaid real estate taxes, Danny's Happy Valley,
LLC is encumbered by: (i) a first lien in favor of Marshall &
Ilsley Bank (M&I, which claims an indebtedness in the principal
amount of roughly $3,796,667 plus accrued and accruing interest),
and (ii) a second lien in favor of Strategic Funding Source, Inc.
(SFS, which claims an indebtedness in the principal amount of
roughly $85,000 plus accrued and accruing interest).  Interest on
the M&I debt has been paid through December 14, 2009.  Interest on
the SFS debt has been paid through December 14, 2009.  The Debtor
believes that M&I and SFS (the secured creditors) will claim a
secured interest in the receivables, cash, and other personal
property assets of the Debtor.

Bert L. Roos, Esq., the attorney for the Debtors, explains that
the Debtor needs the money to fund its Chapter 11 case, pay
suppliers and other parties.  The Debtor requests authority to pay
its February 2010 expenses in the approximate amount of $387,588.
The Debtor will use the collateral pursuant to a budget, a copy of
which is available for free at:

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

In exchange for using the cash collateral, the Debtors propose to
grant the secured creditors replacement liens on and security
interests in all of the Debtor's assets.

M&I has not agreed to the Debtor's use of cash collateral, asking
the Court to prohibit the Debtor and any other entity or
individual from any use of cash collateral and order that cash
collateral proceeds of M&I's other collateral be segregated,
sequestered, and placed in a separate interest bearing account
pending further proceedings before the Court.

M&I has asked the Court for a hearing to confirm that the Debtor
has segregated and sequestered all of M&I's cash collateral, and
that the Debtor has not dissipate or transferred any cash
collateral postpetition.

The Debtor closed its operating accounts previously maintained at
M&I and transferred its cash to another institution.  The Debtor
also informed M&I that it wouldn't be remitting M&I's cash
collateral or otherwise holding it in trust for M&I.  M&I filed a
complaint in state court seeking the appointment of a receiver.
The Debtor filed for bankruptcy protection the day before the
scheduled hearing on the receivership complaint to prevent M&I
from gaining control of its collateral.  The Debtor hasn't filed a
motion to permit the use of M&I's cash collateral.

M&I asserts that it is entitled to a super-priority administrative
claim, replacement liens, adequate protection payments, and/or
sanctions.  M&I has asked the Court to set a deadline for the
Debtor to provide an accounting of cash collateral in the
possession of the Debtor as of the Petition Date, and all proceeds
of any collateral obtained postpetition.

M&I is represented by Quarles & Brady LLP.

                         About Danny's Happy

Scottsdale, Arizona-based Danny's Happy Valley, L.L.C., filed for
Chapter 11 bankruptcy protection on February 3, 2010 (Bankr. D.
Ariz. Case No. 10-02794).  Bert L. Roos, Esq., who has an office
in Phoenix, Arizona, assists the Company in its restructuring
effort.  The Company listed $1,000,001 to $100,000,000 in assets
and $1,000,001 to $100,000,000 in liabilities.


DANNY'S RAINTREE: Seeks Court Nod to Use Cash Collateral
--------------------------------------------------------
Danny's Raintree & Northsight, L.L.C, seeks authority from the
U.S. Bankruptcy Court for the District of Arizona to use the cash
collateral securing their obligation to their prepetition lenders.

Apart from some unpaid real estate taxes, Danny's Raintree &
Northsight, LLC, is encumbered by: (i) a first lien in favor of
Marshall & Ilsley Bank, which asserts a claim for $6,528,829 plus
accrued and accruing interest; and (ii) a second lien in favor of
Strategic Funding Source, Inc., which asserts a claim for $73,800
plus accrued and accruing interest.

Interest on the M&I debt has been paid through December 14, 2009.
Interest on the SFS debt has been paid through December 14, 2009.

The Debtor believes that M&I and SFS will claim a secured interest
in the receivables, cash, and other personal property assets of
the Debtor.

On behalf of the Debtor, Bert L. Roos, Esq., explains that the
Debtor needs the money to fund its Chapter 11 case, pay suppliers
and other parties.

The Debtor seeks to pay $306,927 in February 2010 expenses.  The
Debtor has prepared a budget, a copy of which is available for
free at http://bankrupt.com/misc/DANNYS_RAINTREE_budget.pdf

In exchange for using the cash collateral, the Debtor proposes to
grant the Secured Creditors replacement liens on and security
interests in all of the Debtor's assets.

M&I has not consented to the use of its cash collateral.
According to M&I, its cash collateral is being segregated and
sequestered in a separate bank account pending further proceedings
before the Court.

The Debtor closed its operating accounts previously maintained at
M&I and transferred its cash to another institution.  The Debtor
also informed M&I that it would not be remitting M&I's cash
collateral or otherwise holding it in trust for M&I.

M&I had filed a complaint in state court seeking the appointment
of a receiver for the Debtor.  The Debtor filed for bankruptcy
protection the day before the scheduled hearing on the
receivership complaint to prevent M&I from gaining control of its
collateral.

M&I has requested an accounting of all cash collateral in the
possession of the Debtor as of the Petition Date, and all proceeds
of any collateral obtained postpetition.

M&I is represented by Quarles & Brady LLP.

Scottsdale, Arizona-based Danny's Raintree & Northsight, L.L.C.,
filed for Chapter 11 bankruptcy protection on February 3, 2010
(Bankr. D. Ariz. Case No. 10-02796).  Bert L. Roos, Esq., in
Phoenix, Arizona, assists the Company in its restructuring effort.
The Company listed $1,000,001 to $100,000,000 in assets and
$1,000,001 to $100,000,000 in liabilities.


DANNY'S SCOTTSDALE: Wants to Use Marshall & Ilsley Cash Collateral
------------------------------------------------------------------
Danny's Scottsdale & Shea, L.L.C, seeks authority from the U.S.
Bankruptcy Court for the District of Arizona to use the cash
collateral securing their obligation to their prepetition lenders.

Apart from some unpaid real estate taxes, Danny's Scottsdale &
Shea, LLC, is encumbered by a first lien in favor of Marshall &
Ilsley Bank, which asserts a claim for $1,003,602 plus accrued and
accruing interest.  Interest on the M&I debt has been paid through
December 14, 2009.  The Debtor believes that M&I will claim a
secured interest in the receivables, cash, and other personal
property assets of the Debtor.

Bert L. Roos, Esq., the attorney for the Debtor, explains that the
Debtor needs the money to fund its Chapter 11 case, pay suppliers
and other parties.

The Debtor seeks to pay $97,433 in February 2010 expenses.  The
Debtors has prepared a budget, a copy of which is available for
free at http://bankrupt.com/misc/DANNYS_SCOTTSDALE_budget.pdf

In exchange for using the cash collateral, the Debtors propose to
grant the Secured Creditors replacement liens on and security
interests in all existing and hereafter acquired property and
assets.

M&I has not consented to the use of its cash collateral.
According to M&I, all of its cash collateral is being segregated
and sequestered in a separate bank account pending further
proceedings before the Court.

The Debtor closed its operating accounts previously maintained at
M&I and transferred its cash to another institution.  The Debtor
also informed M&I that it would not be remitting M&I's cash
collateral or otherwise holding it in trust for M&I.

M&I had filed a Complaint in state court seeking the appointment
of a receiver, but the Debtor filed for bankruptcy protection the
day before the scheduled hearing on the receivership complaint to
prevent M&I from gaining control of its collateral.

M&I has requested an accounting of all cash collateral in the
possession of the Debtor as of the Petition Date, and all proceeds
of any collateral obtained postpetition.  M&I asserts that it is
entitled to a super-priority administrative claim, replacement
liens, adequate protection payments, or sanctions.

M&I is represented by Quarles & Brady LLP.

Scottsdale, Arizona-based Danny's Scottsdale & Shea, L.L.C., fka
Barcelona Restaurants Iv, L.L.C., filed for Chapter 11 bankruptcy
protection on February 3, 2010 (Bankr. D. Ariz. Case No. 10-
02799).  Bert L. Roos, Esq., who has an office in Phoenix,
Arizona-based assists the Company in its restructuring effort.
The Company listed $1,000,001 to $100,000,000 in assets and
$1,000,001 to $100,000,000 in liabilities.


DUANE READE: Walgreens to Acquire Biz for $1.075 Billion
--------------------------------------------------------
Walgreen Co. and Duane Reade Holdings, Inc., on Wednesday
announced a definitive agreement under which Walgreens will
acquire Duane Reade from affiliates of Oak Hill Capital
Partners in a cash transaction for a total enterprise value of
$1.075 billion, which includes the assumption of debt.

The transaction is subject to customary conditions, including
receiving regulatory approvals and would include all 257 Duane
Reade stores located in the New York City metropolitan area, as
well as the corporate office and two distribution centers.
Walgreens will fund the purchase with existing cash and
anticipates the transaction will close in its current fiscal year,
which ends Aug. 31.

"Duane Reade is a compelling strategic acquisition that will
immediately provide Walgreens with a leading position in the
largest drugstore market in the U.S.," said Walgreens President
and CEO Greg Wasson.  "In addition, Duane Reade's recent
initiatives in urban retailing, customer loyalty and private brand
products support and accelerate Walgreens strategy to enhance the
customer experience in our network of more than 7,100 stores
across the country."

Duane Reade had unaudited net sales of $1.8 billion for the latest
12-month period ending Dec. 26, 2009, and has the highest sales
per square foot in the retail drugstore industry nationwide.

"This transaction is consistent with the capital allocation
objectives we outlined last fall, which included investing in
strategic opportunities that reinforce the company's core
strategies and meet return requirements," said Mr. Wasson.  "By
combining the strengths of our two companies, we can improve our
position as the most convenient provider of consumer goods and
services, and pharmacy, health and wellness services in the
country."

The company anticipates the transaction to be dilutive to earnings
per share in the first 12 months after closing, and accretive in
the next 12 months and beyond.  Walgreens expects to achieve
synergies between $120 million and $130 million in the third year
after closing the transaction. Additionally, the company will
benefit from Duane Reade's existing net operating losses which
will provide additional value over time.

"We are very pleased that this national leader has recognized the
successful transformation under way at Duane Reade, which is built
upon a 50-year history of serving the needs of New Yorkers and has
been supported by our shareholders, including Oak Hill Capital
Partners," said Duane Reade Chairman and CEO John A. Lederer. "We
will continue to be the drugstore New Yorkers turn to, just as
Walgreens has been a trusted community pharmacy in other markets
for more than 100 years."

Duane Reade will continue to operate under its brand name after
the transaction closes.  With Walgreens currently operating 70
stores in the New York City metropolitan area, decisions will be
made over time as to the best, most effective way to harmonize the
Walgreens and Duane Reade brands.  Walgreens expects to retain
Duane Reade's store, pharmacy and distribution center employees
and many members of Duane Reade's senior management team following
the acquisition. Over time, consolidation of core functions at the
corporate offices will occur.

Duane Reade, which opened in 1960 and is named after its first
store located on Broadway between Duane and Reade streets in
Manhattan, is the largest drugstore chain in the New York City
metropolitan area.  Over the past two years, Duane Reade has
embarked upon a significant brand transformation initiative based
upon extensive market research.  Improvements include: dramatic
new store designs with wide aisles and contemporary decor; a much
improved pharmacy featuring lower service counters for more
personalized patient interaction; introduction of "Doctor on
Premises" walk-in health care; and a store-within-a-store prestige
beauty concept called "Look Boutique," which elevates the
merchandising of cosmetics and skin care products and features
many prestige beauty brands.  Positive changes also include the
launch of a family of exciting new private brands including food
and beverage brand DR Delish(TM); and a much expanded customer
loyalty program called FlexRewards(TM).

To date, Duane Reade has opened or converted 30 stores to the new
format and has plans for up to 30 more new or remodeled stores in
2010.  The continued rollout of "Look Boutique" is also planned
for a growing number of stores across the network.

Duane Reade's transformation initiatives correspond to Walgreens
current Customer Centric Retailing (CCR) initiative to reinvent
the shopping experience.  To date, CCR has been implemented in
more than 600 Walgreens stores nationwide, with plans to have as
many as 3,000 stores converted by the end of fall 2010.

Mr. Lederer said, "We are pleased that Walgreens shares our
commitment to finding new and innovative ways to serve local
communities, and we look forward to seeing our customers benefit
from Walgreens unparalleled pharmacy and operational expertise as
we continue with our ongoing transformation."  Duane Reade plans
to continue accepting all of its current prescription insurance
plans after the transaction closes.

Peter J. Solomon Co. acted as financial advisor to Walgreens in
the transaction, and the law firm of Wachtell, Lipton, Rosen &
Katz served as legal counsel for Walgreens.  Goldman Sachs & Co.
acted as lead financial advisor, and Bank of America Merrill Lynch
acted as co-financial advisor to Oak Hill Capital Partners and
Duane Reade.  The law firm of Paul, Weiss, Rifkind, Wharton &
Garrison LLP served as legal counsel to Duane Reade and its
shareholders, including Oak Hill Capital Partners.

                          About Walgreens

Walgreens Co. -- http://www.walgreens.com/-- is the nation's
largest drugstore chain with fiscal 2009 sales of $63 billion.
The company operates 7,162 drugstores in all 50 states, the
District of Columbia and Puerto Rico.

                        About Duane Reade

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

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

                           *     *     *

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


DUANE READE: Moody's Reviews 'Caa1' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service placed the ratings of Duane Reade, Inc.,
on review for possible upgrade following the company's
announcement that it has agreed to be acquired by Walgreen Co. for
approximately $1.075 billion, which includes the assumption of
approximately $457 million of outstanding debt at Duane Reade.

Ratings placed on review for possible upgrade:

* Corporate Family Rating at Caa1

* Probability of Default Rating at Caa1

* $300 million 11.75% guaranteed senior secured notes due 2015 at
  Caa1 (LGD 4, 57%)

* $52 million 9.75% senior subordinated notes due 2011 at Caa3
  (LGD 5, 88%)

"Moody's review will focus on the companies' success in completing
the transaction on the terms and conditions proposed, which
include the assumption of Duane Reade's outstanding debt
obligations" stated Bill Fahy, Moody's Senior Analyst.  "Upon the
successful completion of the transaction and full repayment of all
of Duane Reade's rated debt securities, Moody's will likely
withdraw all of its ratings for Duane Reade" stated Fahy.

The Caa1 Corporate Family Rating reflects Duane Reade's high
leverage and weak coverage along with its geographic concentration
in and disproportionate exposure to economic conditions in the
intensely competitive New York metro market.  The rating also
incorporates Moody's expectation that free cash flow will be weak
over the next twelve months due to relatively modest cash flow
that is largely consumed by capital expenditures.

Moody's last rating action for Duane Reade occurred on August 11,
2009, when Moody's affirmed the company's CFR and $300 million
senior secured notes at Caa1 and upgraded its PDR to Caa1 from Ca.

Duane Reade, Inc., operates 257 drug stores principally in
Manhattan and the outer boroughs.  Annual revenues are
approximately $1.8 billion.


DUBAI WORLD: Said to Offer Restructuring Plan in March
------------------------------------------------------
Dubai World will present a proposal to creditors in March to
restructure about $22 billion of debt, Bloomberg News reported,
citing a person close to the Dubai government.  According to the
report, the proposal will be made after valuation of the assets
are completed and after consultations with the Abu Dhabi
government and the United Arab Emirates' Central bank.

According to the Bloomberg report, all restructuring options are
being considered, including swapping Nakheel's $1.73 billion bonds
with new securities.  A graded loan recovery system is also an
option, which will allow banks wishing earlier repayment lower
recovery on their loans than those who are prepared to wait.

Dubai World and its advisers will attempt to agree on a
restructuring plan with its creditors by April 15 so that
Nakheel's bondholders have time to execute a possible exchange of
their debt, Bloomberg cited the unidentified person as saying.

                        6-Month Standstill

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

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

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

                          Large Exposure

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

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

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

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

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

                        About Dubai World

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

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


EASTMAN KODAK: Legg Mason Discloses 20% Equity Interests
--------------------------------------------------------
Legg Mason Capital Management, Inc.; LMM LLC; Legg Mason Value
Trust, Inc.; and Legg Mason Opportunity Trust disclosed that as of
December 31, 2009, they may be deemed to beneficially own
55,783,199 shares or roughly 20.80% of Eastman Kodak Company
common stock.

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

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

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

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


ERICKSON RETIREMENT: Wants to Reject Hickory Chase Lease & Pacts
----------------------------------------------------------------
Debtor Columbus Campus, LLC is party to an unexpired lease for a
non-residential real property located in the City of Hilliard,
Franklin County, in Ohio, with Hickory Chase, Inc.  The parties
executed the Lease Agreement in April 2008.  To facilitate the
landlord/tenant relationship between them, Columbus Campus and
Hickory Chase executed agreements, including amendments and
addendums, related to the Lease.  The Related Agreements include
a Lockbox Account Agreement, a Management Agreement, a Community
Loan Agreement and an accompanying Community Loan Mortgage
Agreement and Community Loan Promissory Note, and a Working
Capital Loan Agreement and an accompanying Working Capital
Promissory Note.

In this light, the Debtors seek the Court's authority to reject
the Hickory Chase Lease and the Related Agreements nunc pro tunc
to February 8, 2010.

Vincent P. Slusher, Esq., at DLA Piper LLP, in Dallas, Texas,
points out that neither Columbus Campus nor the Debtors are
benefiting from the Hickory Chase Lease and the Related
Agreements.  Hickory Chase and Columbus Campus are engaged in
various state court actions arising from the Property, he notes.
Thus, Mr. Slusher points out, rejecting the Lease will
consolidate and streamline much of those state court actions,
reducing the Debtors' administrative costs in the state court
actions.

Moreover, the Related Agreements granted, among others, Columbus
Campus a loan of certain residential deposits collected by
Hickory Chase in order to build a retirement community on the
Property for Hickory Chase's use as a tenant, Mr. Slusher adds.
He points out that if Columbus Campus rejects the Lease, the
Related Agreements that deal with, among others, how rent and the
entry deposits of the retirement community's prospective tenants,
become entirely moot.

Mr. Slusher further discloses that the Property contains an
incomplete construction project, and neither Hickory Chase nor
Columbus Campus has plans to complete the project.  Prior to the
Petition Date, the construction project was placed under
receivership in Ohio state court.  The Ohio State Court and the
Bankruptcy Court authorized minimal continued construction to
preserve the site to facilitate its future sale for the benefit
of creditors.  In this light, the Lease and Related Agreements
represent incomplete obligations and assets that will never fully
mature or materialize, he insists.

Given their financial condition and the need to limit unnecessary
expenses to their estates, the Debtors believe that rejection of
the Hickory Chase Lease and the Related Agreements is in their
best interests, Mr. Slusher says.

                      About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
owns 20 continuing care retirement communities in 11 states.
Among Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on Oct. 19,
2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP (US)
serves as counsel to the Debtors.  BMC Group Inc. serves as claims
and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant.  Alvarez & Marsal
is serving as restructuring adviser.

As of September 30, 2009, on a book value basis, ERC had
approximately $2.7 billion in assets, including $2.2 billion of
property and equipment, and $3.0 billion in liabilities.
Liabilities include $195.8 million on the revolving credit,
$347.5 million on construction credit, $64 million in accounts
payable, $47.8 million in subordinate debt, and $475 million in
purchase option deposits.

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


EXTENDED STAY: Seeks Court Nod of Kentucky Settlement
-----------------------------------------------------
Extended Stay Inc. and its affiliated debtors ask the U.S.
Bankruptcy Court for the Southern District of New York to approve
an agreement to settle a condemnation proceeding initiated by the
Commonwealth of Kentucky.

The Commonwealth of Kentucky initiated the Condemnation
Proceeding against Debtors ESA Properties LLC and ESA Operating
Lessee Inc. to obtain access to the Debtors' properties in
connection with the construction projects of the Transportation
Cabinet for the Department of Highways.

Pursuant to the Settlement, ESA Properties and ESA Operating
agree to grant the Commonwealth of Kentucky a fee simple interest
in approximately 0.0687 acre of land and a temporary easement
over an additional parcel of land in return for a payment of
$72,585 and the transfer of approximately 0.5 acre of land to ESA
Properties and ESA Operating as replacement.

The Commonwealth of Kentucky has specifically requested a
temporary easement over approximately 0.1202 acre of land owned
by the Debtors for the construction of roadway slopes and the
temporary relocation of utilities during the construction.  The
temporary easement will terminate, however, once the construction
is completed.

In connection with the Settlement, the Debtors also seek the
Court's approval for a modification of the description of the
"collateral" in the documents that were executed in connection
with their $4.1 mortgage loan to permit the temporary easement
over their Property.

TriMont Real Estate Advisors Inc., the special servicer of the
Debtors' $4.1 billion mortgage loan that was used to fund the
acquisition of the Debtors from Blackstone Group LP, does not
object to the Settlement, but only asked for the modification of
the description of the collateral.

The Court will hold a hearing on February 18, 2010, to consider
approval of the request.  Deadline for filing objections is
February 12, 2010.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada. As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

For the year ending December 31, 2008, Extended Stay's audited
financial statements show consolidated assets (including nondebtor
affiliates) totaling approximately $7.1 billion and consolidated
liabilities totaling approximately $7.6 billion.  Consolidated
revenues for the 12 months ending December 31, 2008 were
approximately $1 billion.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: Court Grants Interim Nod to $4.3MM in Fees
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
issued an order allowing the interim payment of fees and
reimbursement of expenses of eight professionals retained in the
Chapter 11 cases of Extended Stay Inc. and its affiliated
debtors.

Of the eight professionals, four are retained by the Debtors, two
by the Official Committee of Unsecured Creditors and two by Ralph
Mabey, the examiner appointed in the Debtors' cases.

The allowed fees and expenses for the Debtors' professionals
total $4,277,421; the Creditors Committee's professionals,
$2,635,255; and the examiner's professionals, $325,763.

Judge Peck also approved the application of Mr. Mabey, allowing
the interim payment of his fees aggregating $47,250, and
reimbursement of his expenses aggregating $1,028, for the period
September 24 to October 31, 2009.

The Court also approved the reimbursement of the Creditors
Committee's expenses, totaling $17,050, incurred for the period
June 19 to October 31, 2009.

A table identifying each professional and their corresponding
allowed fees and expenses is available for free at:

     http://bankrupt.com/misc/ESI_Allowedfees&expenses.pdf

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada. As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

For the year ending December 31, 2008, Extended Stay's audited
financial statements show consolidated assets (including nondebtor
affiliates) totaling approximately $7.1 billion and consolidated
liabilities totaling approximately $7.6 billion.  Consolidated
revenues for the 12 months ending December 31, 2008 were
approximately $1 billion.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: District Court to Rule on Line Trust Suit Transfer
-----------------------------------------------------------------
Line Trust Properties Ltd. and Deuce Properties Ltd. ask the U.S.
District Court for the Southern District of New York to uphold a
ruling by a bankruptcy judge to transfer the lawsuit they filed
against Lightstone Holdings LLC and certain parties to the
Supreme Court.

The move came after Lightstone Chairman David Lichtenstein,
Extended Stay Inc., Cerberus Capital Management LP and
Centerbridge Partners LP appealed to the District Court to
reverse the decision of Bankruptcy Judge James Peck, who oversees
the Chapter 11 cases of ESI and its affiliated debtors.

Stephen Meister, Esq., at Meister Seelig & Fein LLP, in New York,
says the Complaint initiated by Line Trust and Deuce Properties
only seeks damages for various torts and contract claims
recognized and governed by New York law and does not challenge
the Debtors' bankruptcy filings themselves.  The causes of action
contained in the Complaint, he notes, are based on New York law
because they arise by reason of breach of contract or covenant of
good faith and fair dealing; the commission of a tort; and breach
of fiduciary duty, among other things.

Representing Line Trust and Deuce, Mr. Meister points out that
Cerberus and Centerbridge breached the "implied covenant of good
faith and fair dealing" inherent in their prepetition contract
with Line Trust and Deuce by inducing Mr. Lichtenstein to put the
Debtors in bankruptcy in return for an indemnification against
$100 million in liabilities and a $5 million "litigation war
chest."

"What is at stake in the complaint are money damage awards
against a series of non-debtor parties who, as [Line Trust and
Deuce] allege, have committed various business torts and breaches
of contract under New York State law," Mr. Meister asserts.

"The outcome of these purely state law claims will have no
bearing on the bankruptcy process [of the Debtors], which will
continue regardless and without being affected by the prosecution
of [Line Trust and Deuce's] claims in state court," he further
says.

Line Trust and Deuce filed their Complaint after Mr. Lichtenstein
allegedly failed to make a $100 million payment under their
guaranty agreements.  They also accused him of being induced by
lenders to put the Debtors in bankruptcy to push junior lenders
out of the money in return for the indemnification and $5 million
budget to fight claims that might be asserted by junior lenders.

The lawsuit was initially filed in the Supreme Court but was
moved to the Bankruptcy Court as a result of the Debtors'
bankruptcy filings.  The Bankruptcy Court eventually ordered the
transfer of the lawsuit back to the Supreme Court after
determining that it was not a core proceeding.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada. As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

For the year ending December 31, 2008, Extended Stay's audited
financial statements show consolidated assets (including nondebtor
affiliates) totaling approximately $7.1 billion and consolidated
liabilities totaling approximately $7.6 billion.  Consolidated
revenues for the 12 months ending December 31, 2008 were
approximately $1 billion.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


FLEXTRONICS INTERNATIONAL: S&P Affirms 'BB+' Corp. Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB+'
corporate credit rating, along with other ratings, on Flextronics
International Ltd.  S&P also revised the outlook to stable from
negative.

"Flextronics' ratings reflect very competitive industry conditions
and a continuing industry trend toward aggressive cost reduction,"
said Standard & Poor's credit analyst Bruce Hyman.  The company's
top-tier industry position, good cash flows and liquidity, and
profitability and leverage metrics that are in line with the
rating all offset those factors.

Following its October 2007 acquisition of Solectron Corp.,
Flextronics became the second-largest provider of electronic
manufacturing services, serving a diverse range of end markets
including consumer-oriented, high-volume programs and lower
volume, highly complex products for networking and computing
systems vendors.  The company had about $3.5 billion in adjusted
debt as of Dec. 31, 2009.

"In line with industry trends, revenues increased through the
earlier part of 2008, peaking at $8.9 billion in the September
2008 quarter (second quarter of fiscal 2009)," added Mr. Hyman.
Conditions then weakened, and bottomed in the March 2009 quarter,
but have begun to recover, to around $5.8 billion in the June and
September 2009 quarters, and reached $6.5 billion in the
seasonally strong December 2009 quarter.


FLEXTRONICS INTERNATIONAL: Redemption Won't Move Moody's Ratings
----------------------------------------------------------------
Flextronics International Ltd.'s announcement that it will redeem
all of its $299.8 million of 6.5% Senior Subordinated Notes due
2013 will not impact the company's Ba1 corporate family and credit
facility ratings.

The last rating action was on November 16, 2009, when Moody's
affirmed Flextronics' Ba1 CFR and revised the outlook to stable
from negative.

Flextronics, headquartered in Singapore with its main U.S. offices
in San Jose, California, is one of the largest global providers of
contract electronics manufacturing services to original equipment
manufacturers.  The company's primary areas of focus are
telecommunications equipment, enterprise and personal computing,
and mobile and consumer digital markets.  Revenues for the last
twelve months ended December 31, 2009, were $23.8 billion.


FLEXTRONICS INTERNATIONAL: S&P Affirms 'BB+' Corp. Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB+'
corporate credit rating, along with other ratings, on Flextronics
International Ltd.  S&P also revised the outlook to stable from
negative.

"Flextronics' ratings reflect very competitive industry conditions
and a continuing industry trend toward aggressive cost reduction,"
said Standard & Poor's credit analyst Bruce Hyman.  The company's
top-tier industry position, good cash flows and liquidity, and
profitability and leverage metrics that are in line with the
rating all offset those factors.

Following its October 2007 acquisition of Solectron Corp.,
Flextronics became the second-largest provider of electronic
manufacturing services, serving a diverse range of end markets
including consumer-oriented, high-volume programs and lower
volume, highly complex products for networking and computing
systems vendors.  The company had about $3.5 billion in adjusted
debt as of Dec. 31, 2009.

"In line with industry trends, revenues increased through the
earlier part of 2008, peaking at $8.9 billion in the September
2008 quarter (second quarter of fiscal 2009)," added Mr. Hyman.
Conditions then weakened, and bottomed in the March 2009 quarter,
but have begun to recover, to around $5.8 billion in the June and
September 2009 quarters, and reached $6.5 billion in the
seasonally strong December 2009 quarter.


FONTAINEBLEAU LAS VEGAS: Lehman Bros. Files Suit on Defaulted Loan
------------------------------------------------------------------
Lehman Brothers Holdings Inc. sued Jeffrey Soffer and his
company, Fontainebleau Resorts LLC, over their failure to pay off
their $315 million loan.

Fontainebleau Las Vegas Retail LLC, which is owned by
Fontainebleau Resorts, availed of the loan under an agreement
with LBHI and a group of lenders to fund the construction of a
casino hotel resort in Las Vegas, Nevada.  In connection with the
financing, the defendants executed three guaranties to secure
payment of the loan.

Since October 21, 2009, Fontainebleau Las Vegas allegedly has not
made any payment of the loan.

LBHI and the lenders are owed more than $168 million as of
February 11, 2010.

Ronit Berkovich, Esq., at Weil Gotshal & Manges LLP, in New York,
says the bankruptcy filing of Fontainebleau Las Vegas constitutes
"events of default" under the loan agreement and the guarantees.

"[LBHI] is therefore entitled to and hereby seeks payment and
other relief under the terms of the various guaranties provided
by defendants," Ms. Berkovich says in a complaint she filed with
the U.S. Bankruptcy Court for the Southern District of New York.

The complaint seeks payment of damages and other charges, the
total amount of which has not yet been determined.

Mr. Soffer and Fontainebleau Resorts also face another complaint
by LBHI in connection with the $85 million mezzanine loan it
provided to Fontainebleau Las Vegas Retail Mezzanine LLC and
Fontainebleau Las Vegas Retail Parent LLC to finance the
construction.   The outstanding balance plus interest on the loan
is $129.3 million.

Mr. Soffer said in a statement that he was surprised at LBHI's
actions and believes he may have significant counterclaims
against the bank, according to a report by Reuters.

He accused LBHI of voiding the guarantee by cutting off
construction funding in the middle of 2009, before the project
could be finished, according to another report by The Miami
Herald.

"Lehman's bankruptcy and default on its obligation to fully fund
the retail portion of the project forced us to have to seek
outside funding at a time when the credit markets were frozen,"
Mr. Soffer said.

"While there are guarantees, we believe those guarantees are
invalid and that we can readily show that they are invalid," he
further said.

The adversary proceeding against Mr. Soffer is Case No. 10-02821
while the adversary proceeding against Fontainebleau is Case No.
10-02823.

                  About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas,
LLC, Fontainebleau Las Vegas Capital Corp. filed for Chapter 11
protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No.
09-21481).  Judge A. Jay Cristol presides over the Debtors' cases.
Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP,
represents the Debtors in their restructuring efforts.  The
Debtors' Financial Advisor are Moelis & Company LLC and Citadel
Derivatives Group LLC.  The Debtors' Special Litigation Counsel is
David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP and the Debtors' Special Counsel is Jack J. Kessler, Esq., and
Alan Rubin, Esq., at Buchanan Ingersoll & Rooney PC.  The Debtors'
Claims Agent is Kurtzman Carson Consulting LLC.  Attorneys at
Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP,
represent the Official Committee of Unsecured Creditors.

As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

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

                        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)


FONTAINEBLEAU LAS VEGAS: Icahn Closes Deal to Acquires Assets
-------------------------------------------------------------
Icahn Enterprises L.P. disclosed that its indirect subsidiaries
have acquired from Fontainebleau Las Vegas, LLC and certain
affiliated entities, the Fontainebleau property and improvements
thereon located in Las Vegas, Nevada, for an aggregate purchase
price of approximately $150 million.  The Fontainebleau property
includes an unfinished building of approximately 7 million square
feet that is situated on approximately 25 acres of land.

"The acquisition of the Fontainebleau property was a great
opportunity to purchase a distressed asset that I believe has
considerable value," said Carl C. Icahn, Chairman of the general
partner of Icahn Enterprises.

As reported by the Troubled Company Reporter, Icahn won court
approval to buy the unfinished Fontainebleau Las Vegas casino
resort for $156.1 million at a hearing held January 27, 2010.

Citing Bloomberg News, the TCR said Icahn Nevada Gaming
Acquisition LLC made the only qualified bid for the 63-story
Fontainebleau.  The November offer of $156.5 million, which was
reduced by $400,000, set the minimum for an auction that was
canceled when no other qualified bids were received.

Lien holders in the bankruptcy case had objected to the sale being
free and clear of liens and claims.  However, by the January 27
hearing, all of the objections were removed, according to a report
by The South Florida Business Journal.

Counsel for Fontainebleau, Scott Baena, Esq., at Bilzin Sumberg
Baena Price & Axelrod, LLP, in Miami, Florida, said he wished the
auction would have generated more money.  "Times and circumstances
have changed the value of the project," Mr. Baena said, noting
that he felt this was the best deal they could get under the
circumstances, reports the Florida Journal.

San Francisco real estate developer Luke Brugnara had told the Las
Vegas Review-Journal in an e-mail he has submitted a $170 million
"all cash" offer with the Bankruptcy Court for the Fontainebleau
project.  According to Las Vegas Review-Journal, Mr. Brugnara said
he would pay up to $200 million for the project, and that he is
backed financially by a New York City hedge fund.

Penn National Gaming Inc. in November initially offered
$101.5 million for the project -- $50 million in cash and
$51.5 million in DIP financing.  Penn National raised its offer to
$145 million, but was topped by Icahn.  Penn National eventually
pulled out of the bidding process.

Craig Road Development Corporation, in a letter dated December 2,
2009, likewise informed the Court of its interest to acquire 100%
of the "Tier A" casino hotel and resort from Fontainebleau.  An
entity formed by CRDC and certain investors -- Heroes Property
Group, LLC -- said it was prepared to pay $350,000,000 for 100% of
the Project's equity, payable in cash at closing.  The letter,
however, indicated the Sellers would be responsible for retiring
any funded and interest bearing debt, including capital leases, of
the Project.  The Project's stock purchased by Heroes Property
Group will be free and clear of all liens and encumbrances.

Jeffrey R. Truitt, the appointed Chapter 11 Examiner in the
Debtors' Chapter 11 cases, said Icahn emerged as the only
qualified bidder for Fontainebleau Las Vegas after two competing
bids were deemed unqualified.

                           About Ichan

Icahn Enterprises L.P., a master limited partnership, is a
diversified holding company engaged in five primary business
segments: Investment Management, Automotive, Metals, Real Estate
and Home Fashion.

In January 2010, Moody's Investors Service affirmed the Ba3
Corporate Family Rating of Icahn Enterprises L.P. and assigned Ba3
ratings to $2 billion of new senior unsecured notes being issued
by the company.  The new debt is being offered in two tranches due
in 2016 and 2018.  The outlook on the ratings remains negative.

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas,
LLC, Fontainebleau Las Vegas Capital Corp. filed for Chapter 11
protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No.
09-21481).  Judge A. Jay Cristol presides over the Debtors' cases.
Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP,
represents the Debtors in their restructuring efforts.  The
Debtors' Financial Advisor are Moelis & Company LLC and Citadel
Derivatives Group LLC.  The Debtors' Special Litigation Counsel is
David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP and the Debtors' Special Counsel is Jack J. Kessler, Esq., and
Alan Rubin, Esq., at Buchanan Ingersoll & Rooney PC.  The Debtors'
Claims Agent is Kurtzman Carson Consulting LLC.  Attorneys at
Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP,
represent the Official Committee of Unsecured Creditors.

As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

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


FOUNTAIN POWERBOAT: Steps Out of Bankruptcy Protection
------------------------------------------------------
Fountain Powerboat Industries said it is out of bankruptcy after
the U.S. Bankruptcy Court for the Eastern District of California
approved the Company's plan of reorganization, reports
BoatTest.com.

According to the report, Liberty Associates became the majority
owner of the company and Reggie Fountain was retained as the
company's president and chief executive officer, and Bill Gates
was named chairman.  Liberty offered $7.75 million for the
company's assets.

Liberty will pay Oxford Investments $6.9 million for the bank note
and additional $500,000 for unsecured debt as part of the
reorganization plan, report says.

Fountain Powerboat Industries filed for Chapter 11 bankruptcy
protection on August 24, 2009 (Bankr. E.D. N.C. Case No. 09-
07132).  The Company's affiliates -- Fountain Powerboats, Inc.,
Fountain Dealers' Factory Superstore, Inc., and Baja by Fountain,
Inc., also filed for bankruptcy.  John A. Northen, Esq., and
Stephanie Osborne-Rodgers, Esq., at Northen Blue, LLP, assist
Fountain Powerboat in its restructuring efforts.  Fountain
Powerboat listed $3 in assets and $19,619,331 in liabilities.


FRONTIER COMMUNICATIONS: Arizona OKs Purchase of Verizon Unit
-------------------------------------------------------------
Frontier Communications Corporation disclosed that its pending
acquisition of Verizon Communications' local wireline operations
in Arizona has been unanimously approved by the Arizona
Corporation Commission.

Arizona is the fifth state to approve the transaction. The Public
Utilities Commission of Ohio unanimously approved the transaction
on February 11, 2010; the Public Utilities Commission of Nevada
and the Public Service Commission of South Carolina unanimously
approved the transaction on October 28, 2009; and the California
Public Utilities Commission unanimously approved the transaction
on October 29, 2009.

"With this approval, upon completion of the transaction Frontier
will offer our new customers in Arizona expanded broadband
availability and enhanced products and services," said Dan
McCarthy, Executive Vice President and Chief Operating Officer of
Frontier.  "Frontier has been an important communications provider
in the state for many years and has a strong commitment to
customers and the communities we serve."

He added, "The new Frontier will have a strong balance sheet,
lower leverage, operating flexibility and greater cash flow
generation, all of which should enable Frontier to achieve an
investment grade credit rating over time."

On May 13, 2009, Frontier announced plans to acquire Verizon's
local wireline operations serving residential and small-business
customers in predominantly rural areas and small- to medium-sized
towns and cities in 14 states.

Verizon has received a favorable ruling from the IRS regarding the
tax consequences of its spin-off and merger with Frontier. The
receipt of this ruling was one of the conditions to closing the
transaction.

Regulators in four other states and the Federal Communications
Commission also must approve the transaction or related transfers.

At the federal level, in the fall of 2009 the Federal Trade
Commission and the U.S. Department of Justice granted the parties'
request for early termination of the waiting period required under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Frontier has received all 41 local franchise approvals from
authorities in Washington state and Oregon that are required to
transfer control of local cable TV franchises from Verizon to
Frontier, subject to meeting certain conditions of such approvals.

On October 27, 2009, Frontier's shareholders approved the
transaction with Verizon.

The transaction is expected to close during the second quarter of
2010.

Headquartered in New York City, Verizon Communications Inc. is the
second largest telecommunications provider in the United States
delivering broadband and other wireline and wireless communication
services to residential, business, government and wholesale
customers.  Verizon Wireless, headquartered in Basking Ridge, NJ
is a joint venture between Verizon Communications, which owns 55%,
and Vodafone, which owns the remainder.

                    About Frontier Communications

Frontier Communications Corporation, headquartered in Stamford,
Connecticut, is the fifth largest wireline telecommunications
company in the U.S., serving more than 7 million access lines in
primarily rural areas and small- and medium-sized cities.

                           *     *     *

Fitch Ratings has maintained Frontier's Issuer Default Rating at
'BB', on Positive Watch.  Standard & Poor's Ratings Services also
retained Frontier's corporate credit rating at 'BB/Stable/--'
despite the upsizing of the Company's 8.125% senior notes due 2018
from $450 million to $600 million at the end of September 2009.


FX REAL ESTATE: Ch.11 Plan Talks for LV Units Fail; to Liquidate
----------------------------------------------------------------
FX Real Estate and Entertainment Inc. said that on February 12,
2010, its remaining Las Vegas subsidiary's Lock Up and Plan
Support Agreement dated as of December 18, 2009, as amended --
with the first lien lenders, certain of the second lien lenders
and the first and second lien agents under the Las Vegas
subsidiary's $475 million mortgage loans, and LIRA LLC, a
corporate affiliate of Robert F.X. Sillerman, Paul C. Kanavos and
Brett Torino, who are directors, executive officers or greater
than 10% stockholders of the Company -- terminated automatically
in accordance with its terms and is of no force and effect.

The New Lock Up Agreement terminated and is of no force and effect
because the parties failed to agree by February 12 upon the
definitive forms of the key transaction documents required to
implement the plan of reorganization for the Las Vegas
subsidiary's contemplated prepackaged chapter 11 bankruptcy case.
Because the termination of the New Lock Up Agreement was not due
to the fault of any party thereto, all of the parties were
released from their obligations under the Agreement without any
liability to the other parties.

As a result of the non-fault based termination of the New Lock Up
Agreement, the Company's Las Vegas subsidiary's Standstill
Agreement dated as of December 23, 2009, with the First Lien
Lenders, LIRA LLC, and LIRA Property Owner, LLC, another corporate
affiliate of Sillerman et al., terminated and is of no force and
effect.

The purpose of the Standstill Agreement -- which had been entered
into simultaneously with the New Lock Up Agreement -- was to defer
and stay activity required under the parties' existing Lock Up and
Plan Support Agreement dated as of October 27, 2009.

According to the Company, the Existing Lock Up Agreement will be
reinstated because of the non-fault based termination of the New
Lock Up Agreement.  The Existing Lock Up Agreement contemplates
the Las Vegas subsidiary filing a prepackaged chapter 11
bankruptcy case with the United States Bankruptcy Court for the
District of Nevada for the purpose of disposing of the Las Vegas
property for the benefit of the Las Vegas subsidiary's -- and its
predecessor entities' -- creditors either pursuant to an auction
sale for at least $256 million or, if the auction sale is not
completed, pursuant to a prearranged sale to LIRA under the terms
of the prepackaged chapter 11 bankruptcy proceeding's plan of
liquidation.

Under the Standstill Agreement, as a result of its termination by
reason of the non-fault based termination of the New Lock Up
Agreement, the parties, as also being parties to the Existing Lock
Up Agreement, are required to take these actions to proceed with
implementation of the transactions contemplated by the Existing
Lock Up Agreement:

     -- to reinstate on or before February 27, 2010, that certain
        escrow agreement delivered pursuant to the Existing Lockup
        Agreement under substantially the same terms and
        conditions thereof;

     -- to amend the Existing Lock Up Agreement to specify the
        recalculated outside date on which the plan of liquidation
        can be confirmed (currently May 18, 2010, which under the
        terms of the Standstill Agreement is to be extended by the
        number of days from December 4, 2009 (with December 5,
        2009 being the first day) through and including the date
        of reinstatement of such escrow agreement);

     -- to agree upon new "target dates" under the Existing Lock
        Up Agreement for the taking of specified actions necessary
        to initiate the prepackaged chapter 11 filing; and

     -- update, if necessary, the form of orders or documents
        previously agreed to pursuant to the Existing Lockup
        Agreement and related documents for ministerial changes to
        reflect the passage of time and changing circumstances
        caused by the delay in filing of the prepackaged chapter
        11 bankruptcy case under the Existing Lock-Up Agreement.

The First Lien Lenders have agreed to delay the pending trustee's
sale of the Las Vegas property to March 24, 2010.

The lender parties to the Second Amendment to Lock Up and Plan
Support Agreement dated as of February 3, 2010, are Ladesbank
Baden-Wurttemberg, Munchener Hypothekenbank EG, Deutsche
Hypothekenbank (Actien-Gesellschaft), Great Lakes Reinsurance (UK)
PLC, Five Mile Capital Pooling International LLC, Spectrum
Investment Partners LP, Transamerica Life Insurance Company, and
NexBank, SSB.

              About FX Real Estate and Entertainment

New York-based FX Real Estate and Entertainment Inc.'s business
consists of owning and operating 17.72 contiguous acres of land
located at the southeast corner of Las Vegas Boulevard and Harmon
Avenue in Las Vegas, Nevada.  The property is currently occupied
by a motel and several commercial and retail tenants with a mix of
short and long-term leases.

At September 30, 2009, the Company had $143,904,000 in total
assets against total liabilities, all current, of $484,560,000.

The Company said it is in severe financial distress and may not be
able to continue as a going concern.  The Company said its current
cash flow from operations and cash on hand as of September 30,
2009, are not sufficient to fund its short-term liquidity
requirements, including its ordinary course expenses and
obligations as they come due.

The Company's Las Vegas subsidiaries own real property which is
substantially the Company's entire business.  The subsidiaries are
in default under their $475 million mortgage loans, which are
secured by the property.  The carrying value of the Las Vegas
property was reduced to its estimated fair value of $140.8 million
as of June 30, 2009, after impairment charges taken prior to that
date.


FX REAL ESTATE: Sells Series A Conv. Preferreds + Warrants
----------------------------------------------------------
FX Real Estate and Entertainment Inc. said in a regulatory filing
with the Securities and Exchange Commission that on February 11,
2010, it entered into subscription agreements with certain of its
directors, executive officers and greater than 10% stockholders.
The Company sold an aggregate of 99 units at a purchase price of
$1,000 per Unit.  Each Unit consists of:

     (x) one share of the Company's newly created and issued
         Series A Convertible Preferred Stock, $0.01 par value per
         share, and

     (y) a warrant to purchase up to 10,989 shares of the
         Company's common stock (such number of shares being equal
         to the product of (i) the initial stated value of $1,000
         per share of Series A Convertible Preferred Stock divided
         by the weighted average closing price per share of the
         Company's common stock as reported on the Pink Sheets
         over the 30-day period immediately preceding the closing
         date; and (ii) 200%) at an exercise price of $0.273 per
         share -- such exercise price representing 150% of the
         Closing Price.

The Company created 1,500 shares of Series A Convertible Stock.
The Company issued and sold an aggregate of 99 shares of the
Series A Convertible Preferred Stock as part of the Units and has
1,401 authorized shares of Series A Convertible Preferred Stock
that remain available for future issuance.

The Warrants are exercisable for a period of 5 years.

The Counterparties to the Subscription Agreements are:

     -- Laura Baudo Sillerman, the spouse of Robert F.X.
        Sillerman, the Company's Chairman and Chief Executive
        Officer, who purchased 33 Units;

     -- Paul C. Kanavos, the Company's President, and his spouse,
        Dayssi Olarte de Kanavos, who purchased 33 Units; and

     -- TTERB Living Trust, an affiliate of Brett Torino, a
        greater than 10% stockholder of the Company, who purchased
        33 Units.

On February 10, 2010, Sillerman, et al., filed a Schedule 13D with
the Commission disclosing their equity stake in the Company.  Mr.
Sillerman reported holding a 41.6% stake in the Company as of
February 3, 2010.  Mr. Kanavos and Mr. Torino each disclosed
holding a 29.2% stake.  A full-text copy of the SC 13D filing is
available at no charge at http://ResearchArchives.com/t/s?5369

Because the transaction involved certain of the Company's
directors and their affiliates, the transaction was approved by a
majority of the Company's disinterested directors.  The Company
generated aggregate proceeds of $99,000 from the sale.  The
Company intends to use the proceeds to fund working capital
requirements and for general corporate purposes.

On January 28, 2010, the Company sold an aggregate of 1,562,499
shares of its common stock to Laura Baudo Sillerman, the spouse of
Robert F.X. Sillerman, the Company's Chairman and Chief Executive
Officer, Paul C. Kanavos, the Company's President, and his spouse
Dayssi Olarte de Kanavos and TTERB Living Trust, an affiliate of
Brett Torino, a greater than 10% stockholder of the Company, upon
their exercise of a like number of Company warrants.  The Company
received aggregate proceeds of $125,000 from the exercise of the
warrants, which were exercisable at $0.08 per share.  Mrs.
Sillerman, Mr. Kanavos and his spouse and TTERB Living Trust each
purchased 520,833 shares of common stock upon the exercise of a
like number of warrants for an aggregate exercise price of
$41,666.66.

Among other things, the shares of Series A Convertible Preferred
Stock:

     -- have an initial stated value of $1,000 per share, which is
        subject to increase periodically to include accrued and
        unpaid dividends thereon.

     -- are entitled to receive quarterly cumulative cash
        dividends at a rate equal to 8% per annum of the Stated
        Value whenever funds are legally available and when and as
        declared by the Company's board of directors.

     -- are convertible into shares of Company common stock at a
        conversion price equal to $0.2184 per share.  The
        Conversion Price is subject to adjustment to give effect
        to dividends, stock splits, recapitalizations and similar
        events affecting the shares of Company common stock.

     -- are convertible, at the option of the holders, into shares
        of Company common stock at the Conversion Price if at any
        time the closing price of the shares of Company common
        stock is at the Conversion Price for 10 consecutive
        trading days.  The shares of Series A Convertible
        Preferred Stock are convertible each time for a period of
        60-days thereafter.

              About FX Real Estate and Entertainment

New York-based FX Real Estate and Entertainment Inc.'s business
consists of owning and operating 17.72 contiguous acres of land
located at the southeast corner of Las Vegas Boulevard and Harmon
Avenue in Las Vegas, Nevada.  The property is currently occupied
by a motel and several commercial and retail tenants with a mix of
short and long-term leases.

At September 30, 2009, the Company had $143,904,000 in total
assets against total liabilities, all current, of $484,560,000.

The Company said it is in severe financial distress and may not be
able to continue as a going concern.  The Company said its current
cash flow from operations and cash on hand as of September 30,
2009, are not sufficient to fund its short-term liquidity
requirements, including its ordinary course expenses and
obligations as they come due.

The Company's Las Vegas subsidiaries own real property which is
substantially the Company's entire business.  The subsidiaries are
in default under their $475 million mortgage loans, which are
secured by the property.  The carrying value of the Las Vegas
property was reduced to its estimated fair value of $140.8 million
as of June 30, 2009, after impairment charges taken prior to that
date.


GALILEO DEVELOPMENT: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Galileo Development, Inc.
        4007 Heron Court
        Naperville, IL 60564

Bankruptcy Case No.: 10-06275

Chapter 11 Petition Date: February 17, 2010

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

Judge: Susan Pierson Sonderby

Debtor's Counsel: Robert R. Benjamin, Esq.
                  Querrey & Harrow, Ltd.
                  175 West Jackson Boulevard, Suite 1600
                  Chicago, IL 60604
                  Tel: (312) 540-7000
                  Fax: (312) 540-0578
                  Email: rbenjamin@querrey.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 $3,500,151,
and total debts of $3,398,632.

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

            http://bankrupt.com/misc/ilnb10-06275.pdf

The petition was signed by Vladimir Lougin, president of the
Company.


GENERAL GROWTH: Insists on Soliciting Other Offers
--------------------------------------------------
General Growth Properties, Inc., sent a letter to David Simon,
chairman and CEO of Simon Property Group, Inc. in response to
Simon's letter of February 17, 2010.

As reported in yesterday's Troubled Company Reporter, Simon,
which has made an offer to buy General Growth Properties for
$10 billion, said General Growth's plan to invite other bids would
be risky for shareholders and that the mall owner should work with
SPG to develop a definitive takeover plan.

General Growth thinks otherwise.  In his letter dated February 18,
2010, General Growth Properties CEO Adam Metz reiterated that "our
objective is to maximize value for the company and its
stakeholders and we are engaging in a process that is intended to
accomplish that result in an expeditious manner.  Understandably,
your objectives are not aligned with ours.  We hope you will,
nonetheless, participate in our process."

Earlier this week, General Growth, in response to Simon's offer,
stated it is undergoing a process for exploring all potential
alternatives for emergence from bankruptcy and maximizing value
for all of GGP's stakeholders.  The alternatives include a stand-
alone restructuring funded with institutional equity capital as
well as potential business combinations.  GGP said it 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.

On February 17, Mr. Simon said, "It is simply wrong to
characterize our offer as an 'indication of interest.'  As you
well know, we have made a firm, fully financed $10 billion offer
that provides immediate 100% cash recovery of par value plus
accrued interest and dividends to all unsecured creditors, plus
more than $9.00 per share in value to shareholders. Our offer has
no financing contingency and can be completed quickly.  The
credibility of Simon Property Group as an acquiror speaks for
itself, no one has completed more mergers and acquisitions in the
retail real estate industry.

"Importantly, this is the only offer for General Growth which
provides a full cash recovery for unsecured creditors while
reducing risk and providing potential upside. It is far superior
to any third-party proposal or stand-alone plan that would result
from your 'process.'  Proceeding expeditiously to complete our
transaction would prevent an extended period of market risk for
your stakeholders. In addition, our offer would remove the serious
downside risks associated with a recapitalization, the value of
which would be inherently uncertain and subject to future market
conditions, even if a recapitalization could be secured."

The TCR also said Thursday that Matt Miller, senior writer at The
Deal.com, believes Simon's bid represents -- in the words of two
separate creditor advisers -- "a once-in-a-lifetime opportunity."

"Simon would love to get its hands on General Growth's 85 shopping
centers, which would consolidate the Indianapolis-based real
estate company's position as America's largest mall owner. It has
the resources to do so," Mr. Miller wrote.

"This is the time to strike -- a notion that may also have
occurred to other potential bidders, such as Brookfield Asset
Management. In December, General Growth's property affiliates won
a bankruptcy judge's approval to restructure more than $10 billion
in mortgage debt and exit bankruptcy. Under the terms of the plan,
secured debt on various properties was extended by an average of
more than six years, with no loan maturing before early 2014. If
the commercial property market hasn't begun a comeback by then,
we're all in trouble," Mr. Miller added.

Mr. Miller said while General Growth is under no obligation to
accept Simon's unsolicited offer as a stalking horse bid, there
will be enormous pressure for it to do so.  "Unsecured creditors
would get paid off in full, and that's not something they want to
see General Growth risk. If they ignore the Simon bid, warns one
adviser, 'there will be hell to pay,'" Mr. Miller said.

                   About Simon Property Group

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 MOTORS: Old GM Seeks Nod of Settlement on Sale Assets
-------------------------------------------------------------
Motors Liquidation Company and its debtor-affiliates ask Judge
Robert E. Gerber of the United States Bankruptcy Court for the
Southern District of New York to:

  (1) approve and ratify a certain stipulation of settlement
      between the Debtors and General Motors, LLC, formerly
      known as NGMCO, Inc. or New GM to resolve certain
      ambiguities regarding what constitutes "Purchased Assets"
      under the Master Sale and Purchase Agreement dated as of
      June 26, 2009, and consummated July 10, 2009, by and among
      General Motors Corporation, Saturn LLC, Saturn
      Distribution Corporation and Chevrolet Saturn of Harlem,
      as Sellers, and NGMCO as Purchaser; and

  (2) authorize them enter into similar future settlements with
      New GM for further clarification of the use of the term
      "Purchased Assets" under the MSPA, provided that the
      Debtors obtain the prior written consent of the official
      Committee of Unsecured Creditors without seeking further
      Court approval.

Under the MSPA, assets were divided into (i) those assets that
were retained by the Debtors or the "Excluded Assets;" and (ii)
those assets that were purchased by New GM.  Among the Excluded
Assets are assets exclusively relating to retained liabilities
that have not been assumed by New GM, including all restricted or
escrowed cash and cash equivalents, including marketable
securities and certificates of deposit, Harvey R. Miller, Esq., at
Weil, Gotshal & Manges LLP, in New York, relates.

Following the close of the Sale, disputes arose between New GM and
Motors Liquidation with respect to whether Restricted Cash only
extended to amounts necessary to satisfy a Retained Liability.
The Debtors argue that any excess funds or related interests that
had been segregated in connection with a Retained Liability should
be retained by the Debtors.  To the contrary, New GM asserts that
the spirit of the Sale was that the excess funds are also
Restricted Cash and should be transferred to New GM upon
reconciliation of the Retained Liability.

Other disputes arose in categorizing certain assets into Purchased
Assets and Excluded Assets, including, among others, in connection
with the four-way dispute between Bill Heard Enterprises, Inc.,
Motors Liquidation, New GM, and GMAC, Inc., seeking to determine
ownership of certain escrowed funds held by Bill Heard.

                   Terms of the Settlement

Motors Liquidation and New GM have engaged in arms'-length
negotiations with respect with respect to the treatment of certain
Restricted Cash and other interests.  Accordingly, the parties ask
the Court to approve the Stipulation embodying a global settlement
of the issues.

The salient terms of the Stipulation provides that:

  (a) Prior to the commencement of the Petition Date, the
      Debtors pledged assets to secure performance under a
      variety of agreements, including (i) $51,111,077 in
      environmental bonds, (ii) $22,446,133 in environmental
      insurance, (iii) $12,590,543 in environmental letters of
      credit, and (iv) $3,000,000 in permit bonds.  The
      Performance Undertakings will remain in place as the
      Debtors comply with their underlying obligations.

  (b) The Debtors currently have approximately $9,338,500
      securing cash collateral for bonds securing prosecution of
      certain appeals, which constitute Purchased Assets.  The
      unused portion of the Appeal Bonds constitute Purchased
      Assets and will be turned over to New GM, and, in turn,
      New GM will provide direction in connection with any
      related appeal and will reimburse the Debtors for all
      direct and indirect costs.  To the extent an Appeal
      results in a liability in excess of any Appeal Bond, such
      liability will constitute a Retained Liability.

  (c) The Debtors retained liability for self-insured workers'
      compensation plans in Alabama, Georgia, New Jersey, and
      Oklahoma, which all held surety bonds secured by the
      Debtors' cash to secure the obligations to provide
      benefits under the Self-Insured Plans.  The Workers'
      Compensation Cash Collateral totaled approximately
      $33,805,000 as of June 1, 2009, which will constitute
      Excluded Assets and any excess funds will be the property
      of the Debtors.

  (d) Upon final approval of the Debtors' debtor-in-possession
      financing facility and defeasance of the Debtors'
      prepetition secured loan facilities, the Debtors escrowed
      funds to satisfy estimated breakage costs related to the
      termination of the Amended and Restated Credit Agreement
      dated as of July 20, 2006, that individual lenders could
      suffer.  The Debtors escrowed $14,700,737 with the
      administrative agent for the lenders and the breakage fees
      total approximately $7,000,000, although the final amount
      has not been reconciled.  Any excess Breakage Fees
      returned to the Debtors will constitute Purchased Assets.
      Should additional liabilities arise beyond the reserved
      amounts, New GM will be responsible for satisfying the
      shortfall.

  (e) All insurance policies other than four certain scheduled
      policies were assumed and assigned to New GM.  The sold
      policies included certain pre-1986 excess liability
      policies which may provide coverage for asbestos
      liability.  Although the Policies were part of the
      Purchased Assets, they relate in part to pending and
      future asbestos claims which are Retained Liabilities.
      The MSPA will be deemed amended and the Policies will
      constitute Excluded Assets.

  (f) The Debtors are party to a commutation agreement with
      Arrowood Indemnity Company, Arrowpoint Capital Corp.,
      Arrowpoint Group, Inc., Royal & Sun Alliance Insurance plc
      and RSA Insurance Group plc dated July 16, 2008, that
      relates to the runoff of a reinsurance contract.  The
      Debtors will retain, as an Excluded Asset, any residual
      value in these funds, and continue to monitor the runoff
      of claims with a view toward recapturing any residual
      value.

  (g) Motors Liquidation filed a claim for $21,109,539 in the
      bankruptcy case of its former supplier, Micro-Heat, Inc.,
      on account of breach of purchase orders.  Under the
      Stipulation, Motors Liquidation can continue to prosecute
      its Claim against Micro-Heat and any recovery will
      constitute an Excluded Asset and property of Motors
      Liquidation.

  (h) In January 2007, Motors Liquidation won a complete defense
      verdict in the case Brethauer v. GM, where it was awarded
      $242,028 plus interest to cover certain expenses.
      Pursuant to the Stipulation, the Debtors will retain the
      right to prosecute the appeal in Brethauer cases and
      collect on the Judgment.

A schedule of the Performance Undertakings, appeal bonds, Sureties
for Self-Insured Workers Compensation and Breakage Fees -- which
constitute either Purchased Assets, Excluded Assets or Retained
Liability, as applicable -- is available for free at:

http://bankrupt.com/misc/GM_MSPAAssets&RetainedLiabilities.pdf

Mr. Miller avers that the Stipulation resolves amicably the
differences in interpretation of the MSPA, and avoids the expense,
inconvenience, uncertainty, and delay that would be caused by
pushing off a resolution of the issues.

The Creditors' Committee has been kept apprised of the status of
the negotiations and support approval of the Stipulation, Mr.
Miller tells Judge Gerber.

The Court will convene a hearing on March 2, 2010, to consider the
Debtors' request.  Objections, if any, are due February 23.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Proposes Hilco/Maynards as Sales Agent
------------------------------------------------------
Motors Liquidation Co., formerly General Motors Corp., and its
units seek the Court's authority to employ Hilco Industrial,
LLC, and Maynards Industries (1991) Inc., as their exclusive
marketing and sales agents with respect to certain machinery,
equipment and other assets that are owned or leased by Motors
Liquidation Company.

The Assets are located in these 15 facilities:

    Facility                             City
    --------                             ----
    Moraine Assembly                     Moraine,OH
    Massena Powertrain                   Massena, NY
    Pittsburgh Stamping                  West Mifflin, PA
    Wilmington Assembly                  Wilmington, DE
    Grand Rapids Stamping                Wyoming, MI
    Pontiac Assembly                     Pontiac, MI
    Pontiac Stamping                     Pontiac, MI
    Livonia Powertrain                   Livonia, MI
    Mansfield Stamping                   Mansfield, OH
    Parma Powertrain                     Parma, OH
    Willow Run Powertrain                Ypsilanti, MI
    Fredericksburg Powertrain            Fredericksburg, VA
    Flint North Powertrain               Flint, MI
    Shreveport Assembly                  Shreveport, LA
    Indianapolis Stamping                Indianapolis, IN

None of the Assets are essential to the Debtors' ongoing wind-down
effort and the Debtors intend to liquidate the Assets, says Harvey
R. Miller, Esq., at Weil, Gotshal & Manges LLP, in New York.

Hilco/Maynards will provide the Debtors with exclusive marketing
and sales services with respect to the Assets, including, but not
limited to:

  (i) developing an advertising and marketing plan for all of
      the Assets in consultation with Motors Liquidation;

(ii) implementing the advertising and marketing plan in
      consultation with Motors Liquidation;

(iii) providing adequate information to prospective out-of-town
      Buyers regarding travel time and travel information;

(iv) providing an absentee bid process on Hilco/Maynards'
      Web site to enable bidders who do not want to travel to an
      auction an alternative method of bidding;

  (v) making available to all buyers any drawings, mechanical
      specs or any other relevant information that
      Hilco/Maynards may have it its possession;

(vi) with respect to auctions, assigning a sale site
      coordinator from Hilco/Maynards to oversee (a) auction
      sale routing, sorting and grouping of all sale items
      into suitable sized lots, (b) the creation of a buyer's
      lot catalog, (c) public inspection, and (d) the delivery
      of all sold items for an agreed upon period after
      completion of the auction;

(vii) preparing for the sale of the Assets, including gathering
      specifications and photographs for pictorial brochures and
      arranging the Assets in a manner, which in Hilco/Maynards'
      reasonable judgment, would be designed to enhance the
      value of the Assets;

(viii) with respect to auctions, providing Robert Levy from Hilco
      as Motors Liquidation's lead auctioneer to auction the
       Assets for cash to the highest bidder "as is" or "where
      is," pursuant to the form of Bill of Sale in the AMA;

(ix) contacting local riggers to assist buyers in the orderly
      removal of Assets from the relevant facilities;

  (x) charging and collecting from all purchasers any purchase
      price together with all applicable taxes;

(xi) providing a complete auction crew to handle computerized
      accounting functions necessary to provide auction buyers
      with invoices and Motors Liquidation with a complete
      accounting of all items sold at each auction;

(xii) no later than two weeks after the sale of any Asset,
      accounting for, and paying over to Motors Liquidation
      proceeds from such sale, less the Buyer's Premium and/or
      the commissions or expenses, plus the sales taxes
      collected by Hilco/Maynards;

(xiii) depositing all proceeds into a separate client trust
      account; and

(xiv) submitting an auction report to Motors Liquidation within
      two weeks after the collection of funds from each auction
      and provide Motors Liquidation with a monthly statement
      which sets forth (a) the total gross Asset sales for that
      month, (b) the total gross Asset sales for that month,
      less expenses, (iii) the Buyers' Premium for that month,
      and (iv) the Base Commission for that month.

                  Professional Compensation

Pursuant to the AMA and subject to rebate obligations,
Hilco/Maynards will be entitled to charge and retain for its own
account an industry standard buyer's premium in connection with
the sale of the Assets -- which is currently 13.5% for standard
auction sale buyers and 16% for all online and liquidation sales.
The Buyers' Premium (i) is a fee charged in addition to the sale
price of any Assets that are sold by Hilco/Maynards to the AMA and
is paid for by the buyer of the Assets, and (ii) will be
segregated upon collection of proceeds from the buyers, and
retained, by Hilco/Maynards.

Hilco/Maynards will pay Motors Liquidation a rebate of the
collected Buyers' Premiums in accordance with these terms:

                                       Rebate to
  Sales Range US$ (net of taxes)       Motors Liquidation
  ------------------------------       ------------------
              $0-$10,000,000              22.22%
     $10,000,001-$15,000,000              14.81%
     $15,000,001-$20,000,000               7.41%
           Above $20,000,001                  0%

Hilco/Maynards will remit payments owed to Motors Liquidation at
the same time that it provides the monthly reconciliation and
statements.

Hilco/Maynards will also charge a commission on gross Asset sales
based on these terms:

  Sales Range US$ (net of taxes)       Base Commission
  ------------------------------       ---------------
              $0-$30,000,000                  0%
     $30,000,001-$35,000,000                  1%
     $35,000,001-$40,000,000                  2%
     $40,000,001-$45,000,001                  3%
     $45,000,001-$50,000,000                  5%
           Above $50,000,000                 10%

In the event that a Facility is sold by Motors Liquidation to a
buyer who agrees to purchase or lease, all of the real estate,
buildings and contents of a Facility, the "Sales Range" thresholds
for the rebate of the Buyer's Premium and Base Commission
structure will be reduced depending on which Facility is sold in
accordance with these terms:

                                           Threshold
    Facility                               Reduction
    --------                              -----------
    Moraine Assembly                        $831,250
    Massena Powertrain                       943,750
    Pittsburgh Stamping                    1,050,000
    Wilmington Assembly                    1,250,000
    Grand Rapids Stamping                  8,833,334
    Pontiac Assembly                       1,243,750
    Pontiac Stamping                       1,500,000
    Livonia Powertrain                     1,983,334
    Mansfield Stamping                     4,250,000
    Parma Powertrain                       2,500,000
    Willow Run Powertrain                 12,500,000
    Fredericksburg Powertrain                750,000
    Flint North Powertrain                 5,000,000
    Shreveport Assembly                    1,750,000
    Indianapolis Stamping                  3,250,000
    Other Non-Manufacturing Facilities       200,000

In the event that only a portion of a Facility and its contents is
sold or leased by Motors Liquidation to a third party,
Hilco/Maynards will remain as Motors Liquidation's exclusive agent
to sell any remaining Assets that were not acquired by the buyer
of the Facility, and the thresholds will be adjusted as mutually
agreed between the Parties to reflect the value of the remaining
Assets that Hilco/Maynards is permitted to sell.

In addition, the Debtors will reimburse Hilco/Maynards' reasonable
out-of-pocket expenses.

Pursuant to the AMA and subject to the approval of this Court,
Motors Liquidation has agreed to indemnify and hold Hilco/Maynards
harmless from any causes of action arising from or in connection
with (i) Motors Liquidation's breach of any of its
representations, warranties or covenants in the AMA, or (ii) any
inaccurate statements or representations concerning the Assets
made by Motors Liquidation to Hilco/Maynards or any prospective
buyer, excluding any claims resulting from the willful misconduct
or gross negligence of Hilco/Maynards.

Hilco/Maynards agrees to reciprocally hold Motors Liquidation
harmless from any and all damages arising out of or based upon
Hilco/Maynards' breach of any representations, warranties or
covenants in the AMA or gross negligence or willful misconduct.

Maynards President Taso Sofitikis and Hilco Vice President and
General Counsel Joseph A. Malfitano assure the Court that their
firms are "disinterested persons" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Old GM Wants to Reject Mobile Equipment Leases
--------------------------------------------------------------
Motors Liquidation Co., formerly General Motors Corp., and its
units seek the Court's authority to reject, effective as of
February 28, 2010, 38 mobile equipment leases and effective as of
march 2, 2010, 14 executory contracts.  The Debtors also ask the
Court that the deadline to file proofs of claim with respect to
claims arising from the rejection of the Executory Contracts 30
days after service of the order approving this motion.

Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, in New
York, tells the Court that because the Debtors have sold
substantially all of their assets in the 363 Transaction and are
now winding down their remaining operations, the Debtors no longer
require certain Executory Contracts and will seek to reject those
contracts that provide no meaningful value or benefit to the
Debtors' estates.  The Debtors have reviewed the Executory
Contracts that are the subject of their 11th motion to reject
certain contracts, have determined, that maintaining the Executory
Contracts would be burdensome and provide no corresponding benefit
or utility to the Debtors or their estates.

The Executory Contracts include:

(1) various agreements relating to New United Motor
     Manufacturing, Inc., a joint venture of MLC and Toyota
     Motor Corporation that is in the process of winding-down;

(2) purchase and sale agreements with Centerpoint Properties
     Corporation, Centerpoint Realty Services Corporation, and
     Electro-Motive Diesel, Inc., which contain certain
     continuing environmental indemnity obligations; and

  (3) mobile equipment leases relating to machinery that is no
      longer being utilized by the Debtors.

After reviewing the Executory Contracts, New GM elected not to
take assignment of any of the Executory Contracts.  The Executory
Contracts are not necessary for the Debtors' continuing business
operations or the administration of the Debtors' estates, and
maintaining the Executory Contracts may impose unnecessary costs
and burdens on the Debtors' estates.  The Debtors have also
explored the possibility of marketing the Executory Contracts, but
have determined that doing so would provide no meaningful benefit
or value to the Debtors' estates.

A list of the Executory contracts is available for free at:

  http://bankrupt.com/misc/GM_11threjcontractslist.pdf

The Court will convene a hearing to consider this motion on
March 2, 2010.  Objections are due February 23.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GLOBAL CROSSING: Fidelity Discloses 14.654% Equity Stake
--------------------------------------------------------
Fidelity Management & Research Company in Boston, Massachusetts, a
wholly owned subsidiary of FMR LLC and an investment adviser
registered under Section 203 of the Investment Advisers Act of
1940, is the beneficial owner of 8,814,744 shares or 14.654% of
THE COMMON STOCK OUTSTANDING OF LTD. AS A RESULT of acting as
investment adviser to various investment companies registered
under Section 8 of the Investment Company Act of 1940.

The ownership of one investment company, Fidelity Mid-Cap Stock
Fund, amounted to 4,500,000 shares or 7.481% of the Common Stock
outstanding. Fidelity Mid-Cap Stock Fund has its principal
business office in Boston.

Edward C. Johnson 3d and FMR LLC, through its control of Fidelity,
and the funds each has sole power to dispose of the 8,814,744
shares owned by the Funds.

                        About Global Crossing

Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC)
and its subsidiaries are a global communications service provider,
serving many of the world's largest corporations, government
entities and many other telecommunications carriers, providing a
full range of Internet Protocol and managed data and voice
products and services.  The Company's network delivers services to
nearly 700 cities in more than 60 countries and six continents
around the world.  The Company operates as an integrated global
services provider with operations in North America, Europe, Latin
America and a portion of the Asia/Pacific region, providing
services that support a migration path to a fully converged IP
environment.

Global Crossing reported a net loss of US$73 million for the three
months ended September 30, 2009, from a net loss of US$72 million
for the year ago period.  Global Crossing reported a net loss of
US$104 million for the nine months ended September 30, 2009, from
a net loss of US$232 million for the year ago period.

At September 30, 2009, Global Crossing had US$2,463,000,000 in
total assets against US$2,796,000,000 in total liabilities,
resulting in US$333,000,000 in stockholders' deficit.


GLORIA FREEMAN: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Gloria Freeman
          aka Gloria Bertacchi
          dba Fortune West Enterprises
          aka Gloria Freeman Bertacchi
          dba Plazaria
          dba Sunfair
          dba Fortune West Enterprises, Inc.
          dba Plazaria LLC
          dba Sunfair LLC
        PO Box 2699
        Granite Bay, CA 95746

Bankruptcy Case No.: 10-23577

Chapter 11 Petition Date: February 16, 2010

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Ronald H. Sargis

Debtor's Counsel: W. Austin Cooper, Esq.
                  2525 Natomas Park Dr #320
                  Sacramento, CA 95833
                  Tel: (916) 927-2525

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

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

A full-text copy of Ms. Freeman's petition, including a list of
her 9 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/caeb10-23577.pdf

The petition was signed by Ms. Freeman.


GREAT ATLANTIC: Bank of America Reports 8.4% Equity Stake
---------------------------------------------------------
Bank of America Corporation and its affiliated entities disclosed
that as of December 31, 2009, they may be deemed to beneficially
own 4,925,404 shares or roughly 8.4% in the aggregate of the
common stock of The Great Atlantic & Pacific Tea Company, Inc.

BofA's affiliated entities are Bank of America, NA; Columbia
Management Advisors, LLC; IQ Investment Advisors LLC; and Merrill
Lynch, Pierce, Fenner & Smith, Inc.

                About Great Atlantic & Pacific Tea

The Great Atlantic & Pacific Tea Company, Inc., based in Montvale,
New Jersey, operates conventional supermarkets, combination food
and drug stores and discount food stores in 8 U.S. states and the
District of Columbia.  The Company's business consists strictly of
retail operations, which totaled 433 stores as of December 5,
2009.  During the 40 weeks ended December 5, 2009, the Company
operated in four reportable segments: Fresh, Price Impact, Gourmet
and Other.  The Other segment includes Food Basics and Liquor
businesses.

As of December 5, 2009, the Company had $3,025,429,000 in total
assets against $3,383,900,000 in total liabilities, resulting in
stockholders' deficit of $402,186,000.

                           *     *     *

The Company's existing corporate rating with Moody's Investors
Service is B3 with a negative outlook.  The Company's senior
unsecured debt is rated Caa1, its senior secured notes are rated
B3 and its liquidity rating is SGL-3.

The Company's corporate credit rating with Standard & Poor's
Ratings Group is B- with a stable outlook.  Its senior unsecured
debt is rated CCC, and its recovery rating is 6, indicating that
lenders can expect a negligible (0%-10%) recovery in the event of
a payment default.  Its senior secured notes are rated B-, with a
recovery rating of 4, indicating that lenders can expect an
average recovery (30%-50%) in the event of a payment default.  Its
preferred stock rating is CCC-.


GREAT ATLANTIC: Burkle's Yucaipa Reports 4.6% Stake
---------------------------------------------------
Ronald W. Burkle's Yucaipa funds may be deemed to hold 2,592,610
shares or roughly 4.6% of the common stock in the aggregate of The
Great Atlantic & Pacific Tea Company, Inc., as of January 21,
2010, according to a recent regulatory filing by the funds with
the Securities and Exchange Commission.

Yucaipa also holds shares of the Company's A-Y Preferred Stock
which may be convertible into 23,000,000 shares of Common Stock
beginning on August 5, 2010.  Upon conversion, Yucaipa's equity
stake would increase to up to 32.0% in the aggregate.

Yucaipa said it intends to be actively involved in the Company's
business, operations and planning going forward, and to exercise
fully their rights as holders of Common Stock.  Yucaipa said it
expects that from time to time it may engage in discussions and
negotiations with the Company's board of directors and management
or third parties which may result in negotiations regarding
potential strategic transactions involving the Company and other
supermarket and retail companies.

On January 20, 2010, the Company entered into consulting
agreements with Tom Dahlen, Steve Mortensen, Mark Orr, David Green
and William Bailey, all of whom are affiliated with Yucaipa.

The services provided under the consulting agreements include
assisting with the management and operations of the Company and
the roles of the various consultants could change depending on the
needs of the Company.

                About Great Atlantic & Pacific Tea

The Great Atlantic & Pacific Tea Company, Inc., based in Montvale,
New Jersey, operates conventional supermarkets, combination food
and drug stores and discount food stores in 8 U.S. states and the
District of Columbia.  The Company's business consists strictly of
retail operations, which totaled 433 stores as of December 5,
2009.  During the 40 weeks ended December 5, 2009, the Company
operated in four reportable segments: Fresh, Price Impact, Gourmet
and Other.  The Other segment includes Food Basics and Liquor
businesses.

As of December 5, 2009, the Company had $3,025,429,000 in total
assets against $3,383,900,000 in total liabilities, resulting in
stockholders' deficit of $402,186,000.

                           *     *     *

The Company's existing corporate rating with Moody's Investors
Service is B3 with a negative outlook.  The Company's senior
unsecured debt is rated Caa1, its senior secured notes are rated
B3 and its liquidity rating is SGL-3.

The Company's corporate credit rating with Standard & Poor's
Ratings Group is B- with a stable outlook.  Its senior unsecured
debt is rated CCC, and its recovery rating is 6, indicating that
lenders can expect a negligible (0%-10%) recovery in the event of
a payment default.  Its senior secured notes are rated B-, with a
recovery rating of 4, indicating that lenders can expect an
average recovery (30%-50%) in the event of a payment default.  Its
preferred stock rating is CCC-.


GREAT ATLANTIC: DBD Cayman Reports 5.1% Equity Stake
----------------------------------------------------
DBD Cayman Limited and its affiliated entities disclosed that as
of December 31, 2009, they may be deemed to hold 2,852,548 shares
or roughly 5.1% in the aggregate of the common stock of The Great
Atlantic & Pacific Tea Company, Inc.

The affiliated entities are TCG Holdings Cayman II, L.P.; TC Group
Cayman Investment Holdings, L.P.; TC Group CSP II, L.L.C.; CSP II
General Partner, L.P.; Carlyle Strategic Partners II, L.P.; and
CSP II Coinvestment, L.P.

                About Great Atlantic & Pacific Tea

The Great Atlantic & Pacific Tea Company, Inc., based in Montvale,
New Jersey, operates conventional supermarkets, combination food
and drug stores and discount food stores in 8 U.S. states and the
District of Columbia.  The Company's business consists strictly of
retail operations, which totaled 433 stores as of December 5,
2009.  During the 40 weeks ended December 5, 2009, the Company
operated in four reportable segments: Fresh, Price Impact, Gourmet
and Other.  The Other segment includes Food Basics and Liquor
businesses.

As of December 5, 2009, the Company had $3,025,429,000 in total
assets against $3,383,900,000 in total liabilities, resulting in
stockholders' deficit of $402,186,000.

                           *     *     *

The Company's existing corporate rating with Moody's Investors
Service is B3 with a negative outlook.  The Company's senior
unsecured debt is rated Caa1, its senior secured notes are rated
B3 and its liquidity rating is SGL-3.

The Company's corporate credit rating with Standard & Poor's
Ratings Group is B- with a stable outlook.  Its senior unsecured
debt is rated CCC, and its recovery rating is 6, indicating that
lenders can expect a negligible (0%-10%) recovery in the event of
a payment default.  Its senior secured notes are rated B-, with a
recovery rating of 4, indicating that lenders can expect an
average recovery (30%-50%) in the event of a payment default.  Its
preferred stock rating is CCC-.


GREAT ATLANTIC: Gabelli Funds Report 8.65% Equity Stake
-------------------------------------------------------
Funds affiliated with Mario J. Gabelli disclosed that as of
December 30, 2009, they may be deemed to hold 5,088,781 shares in
the aggregate, representing 8.65%, of the common stock of The
Great Atlantic & Pacific Tea Company, Inc.

The shares are held by GAMCO Asset Management Inc., Gabelli Funds,
LLC, and Teton Advisors, Inc.

                About Great Atlantic & Pacific Tea

The Great Atlantic & Pacific Tea Company, Inc., based in Montvale,
New Jersey, operates conventional supermarkets, combination food
and drug stores and discount food stores in 8 U.S. states and the
District of Columbia.  The Company's business consists strictly of
retail operations, which totaled 433 stores as of December 5,
2009.  During the 40 weeks ended December 5, 2009, the Company
operated in four reportable segments: Fresh, Price Impact, Gourmet
and Other.  The Other segment includes Food Basics and Liquor
businesses.

As of December 5, 2009, the Company had $3,025,429,000 in total
assets against $3,383,900,000 in total liabilities, resulting in
stockholders' deficit of $402,186,000.

                           *     *     *

The Company's existing corporate rating with Moody's Investors
Service is B3 with a negative outlook.  The Company's senior
unsecured debt is rated Caa1, its senior secured notes are rated
B3 and its liquidity rating is SGL-3.

The Company's corporate credit rating with Standard & Poor's
Ratings Group is B- with a stable outlook.  Its senior unsecured
debt is rated CCC, and its recovery rating is 6, indicating that
lenders can expect a negligible (0%-10%) recovery in the event of
a payment default.  Its senior secured notes are rated B-, with a
recovery rating of 4, indicating that lenders can expect an
average recovery (30%-50%) in the event of a payment default.  Its
preferred stock rating is CCC-.


GREAT ATLANTIC: New CEO Ron Marshall to Get $1-Mil. Salary a Year
-----------------------------------------------------------------
The Great Atlantic & Pacific Tea Company's newly minted CEO and
president Ronald Marshall will be paid $1,000,000 as annual base
salary.

Under the parties' employment agreement, Mr. Marshall began
serving as CEO and president on February 8, 2010.  The Agreement
provides for an employment period ending on February 28, 2013, but
subject to automatic 12-month extensions unless either party gives
written notice of non-extension at least 60 days in advance of the
otherwise applicable extension.

According to a regulatory filing, Mr. Marshall will be eligible
for an annual target bonus of at least 100% of base salary and a
maximum bonus opportunity of at least 200% of base salary, and
will receive an annual bonus of no less than $1,000,000 for the
first full fiscal year of the Company falling within his
employment period.  Mr. Marshall will receive an inducement grant
under the Company's 2008 Long-Term Incentive and Share Award Plan
on February 8, 2010, consisting of (i) time-vested restricted
stock units having a value of $1,000,000, vesting 1/4 on the first
anniversary of the grant date and 3/4 on the third anniversary of
grant date and (ii) stock options having a value of $1,000,000,
becoming exercisable at the rate of 1/3 on each of the three
successive anniversaries of the grant date.

In addition, Mr. Marshall will receive a grant under the LTIP for
the Company's fiscal year beginning in 2010 consisting of (i)
time-vested restricted stock units having a value of $1,333,333,
vesting 1/4 on the first anniversary of the grant date and 3/4 on
the third anniversary of the grant date, (ii) time-vested
restricted stock units having a value of $444,444, vesting 100% on
the third anniversary of the grant date, (iii) performance-based
restricted stock units having a value of $888,889, vesting 100% on
the second anniversary of the grant date subject to performance,
and (iv) stock options having a value of $1,333,333, becoming
exercisable at the rate of 1/3 on each of the three successive
anniversaries of the grant date.

Under the Agreement, if Mr. Marshall's employment is terminated by
the Company for Performance after March 1, 2012, or is terminated
as a result of the non-extension of the employment period by
action of the Company, he will be entitled -- subject to execution
of a release -- to continue to receive his base salary and medical
benefits for 12 months.  If his employment is terminated by the
Company other than for Performance after March 1, 2012, Cause or
Permanent and Total Disability or he terminates his employment for
Good Reason, he will be entitled (subject to execution of a
release) (i) to receive his base salary, average annual bonus and
medical, life insurance and long-term disability benefits for 24
months, (ii) to receive a pro rata bonus for the year of
termination of employment, and (iii) to full vesting of the
inducement award.  The Agreement provides for a gross-up payment
if Mr. Marshall is subject to the golden parachute excise tax,
unless the excise tax could be avoided by a cutback in benefits of
$150,000 or less (in which case such reduction would be made).

Mr. Marshall, 54, served as President and Chief Executive Officer
and a Director of Borders Group, Inc. from January 2009 through
January 2010.  Mr. Marshall was Principal of Wildridge Capital
Management, a private equity firm that he founded in 2006.  For
eight years prior to founding Wildridge Capital Management, he was
Chief Executive Officer of Nash Finch Company, a $5 billion food
distribution and retail organization.  From 1994 to 1998, Mr.
Marshall served as Executive Vice President and Chief Financial
Officer of Pathmark Stores, Inc., a supermarket retailer.  Prior
to that, Mr. Marshall served in senior management positions in a
variety of retail companies, including Dart Group Corporation's
Crown Books division and Barnes & Noble college bookstores.

There are no family relationships between Mr. Marshall and any of
the Company's directors or officers.

                About Great Atlantic & Pacific Tea

The Great Atlantic & Pacific Tea Company, Inc., based in Montvale,
New Jersey, operates conventional supermarkets, combination food
and drug stores and discount food stores in 8 U.S. states and the
District of Columbia.  The Company's business consists strictly of
retail operations, which totaled 433 stores as of December 5,
2009.  During the 40 weeks ended December 5, 2009, the Company
operated in four reportable segments: Fresh, Price Impact, Gourmet
and Other.  The Other segment includes Food Basics and Liquor
businesses.

As of December 5, 2009, the Company had $3,025,429,000 in total
assets against $3,383,900,000 in total liabilities, resulting in
stockholders' deficit of $402,186,000.

                           *     *     *

The Company's existing corporate rating with Moody's Investors
Service is B3 with a negative outlook.  The Company's senior
unsecured debt is rated Caa1, its senior secured notes are rated
B3 and its liquidity rating is SGL-3.

The Company's corporate credit rating with Standard & Poor's
Ratings Group is B- with a stable outlook.  Its senior unsecured
debt is rated CCC, and its recovery rating is 6, indicating that
lenders can expect a negligible (0%-10%) recovery in the event of
a payment default.  Its senior secured notes are rated B-, with a
recovery rating of 4, indicating that lenders can expect an
average recovery (30%-50%) in the event of a payment default.  Its
preferred stock rating is CCC-.


GSCP LP: S&P Withdraws Counterparty Credit Rating at 'D'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it has withdrawn its
'D' counterparty credit rating on GSCP (NJ) L.P. at the company's
request.

At the same time, S&P is withdrawing its 'D' senior secured issue
debt rating.


HARRISON SMITH: Case Summary & 1 Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Harrison Smith Development, LLC
          dba Ladera Vista Apartments
        P.O. Box 22100
        Albuquerque, NM 87154-2100

Bankruptcy Case No.: 10-10686

Chapter 11 Petition Date: February 17, 2010

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: James S. Starzynski

Debtor's Counsel: Daniel J. Behles, Esq.
                  Cuddy & McCarthy, LLP
                  7770 Jefferson NE, Suite 305
                  Albuquerque, NM 87109
                  Tel: (505) 888-1335
                  Fax: (505) 888-1369
                  Email: dan@behles.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 $9,706,260
and total debts of $9,499,389.

The Debtor identified American Property Tax Company with a debt
claim (fee dues for property tax protest and reduction of taxes)
for $27,559 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/nmb10-10686.pdf

The petition was signed by Harrison E. "Chip" Smith Jr., managing
member of the Company.


ICAHN ENTERPRISES: Closes Deal to Acquire Fontainebleau Assets
--------------------------------------------------------------
Icahn Enterprises L.P. disclosed that certain of its indirect
subsidiaries have acquired from Fontainebleau Las Vegas, LLC and
certain affiliated entities, the Fontainebleau property and
improvements thereon located in Las Vegas, Nevada, for an
aggregate purchase price of approximately $150 million.  The
Fontainebleau property includes an unfinished building of
approximately 7 million square feet that is situated on
approximately 25 acres of land.

"The acquisition of the Fontainebleau property was a great
opportunity to purchase a distressed asset that I believe has
considerable value," said Carl C. Icahn, Chairman of the general
partner of Icahn Enterprises.

As reported by the Troubled Company Reporter, Icahn won court
approval to buy the unfinished Fontainebleau Las Vegas casino
resort for $156.1 million at a hearing held January 27, 2010.

Citing Bloomberg News, the TCR said Icahn Nevada Gaming
Acquisition LLC made the only qualified bid for the 63-story
Fontainebleau.  The November offer of $156.5 million, which was
reduced by $400,000, set the minimum for an auction that was
canceled when no other qualified bids were received.

Lien holders in the bankruptcy case had objected to the sale being
free and clear of liens and claims.  However, by the January 27
hearing, all of the objections were removed, according to a report
by The South Florida Business Journal.

Counsel for Fontainebleau, Scott Baena, Esq., at Bilzin Sumberg
Baena Price & Axelrod, LLP, in Miami, Florida, said he wished the
auction would have generated more money.  "Times and circumstances
have changed the value of the project," Mr. Baena said, noting
that he felt this was the best deal they could get under the
circumstances, reports the Florida Journal.

San Francisco real estate developer Luke Brugnara had told the Las
Vegas Review-Journal in an e-mail he has submitted a $170 million
"all cash" offer with the Bankruptcy Court for the Fontainebleau
project.  According to Las Vegas Review-Journal, Mr. Brugnara said
he would pay up to $200 million for the project, and that he is
backed financially by a New York City hedge fund.

Penn National Gaming Inc. in November initially offered
$101.5 million for the project -- $50 million in cash and
$51.5 million in DIP financing.  Penn National raised its offer to
$145 million, but was topped by Icahn.  Penn National eventually
pulled out of the bidding process.

Craig Road Development Corporation, in a letter dated December 2,
2009, likewise informed the Court of its interest to acquire 100%
of the "Tier A" casino hotel and resort from Fontainebleau.  An
entity formed by CRDC and certain investors -- Heroes Property
Group, LLC -- said it was prepared to pay $350,000,000 for 100% of
the Project's equity, payable in cash at closing.  The letter,
however, indicated the Sellers would be responsible for retiring
any funded and interest bearing debt, including capital leases, of
the Project.  The Project's stock purchased by Heroes Property
Group will be free and clear of all liens and encumbrances.

Jeffrey R. Truitt, the appointed Chapter 11 Examiner in the
Debtors' Chapter 11 cases, said Icahn emerged as the only
qualified bidder for Fontainebleau Las Vegas after two competing
bids were deemed unqualified.

                           About Ichan

Icahn Enterprises L.P., a master limited partnership, is a
diversified holding company engaged in five primary business
segments: Investment Management, Automotive, Metals, Real Estate
and Home Fashion.

In January 2010, Moody's Investors Service affirmed the Ba3
Corporate Family Rating of Icahn Enterprises L.P. and assigned Ba3
ratings to $2 billion of new senior unsecured notes being issued
by the company.  The new debt is being offered in two tranches due
in 2016 and 2018.  The outlook on the ratings remains negative.

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas,
LLC, Fontainebleau Las Vegas Capital Corp. filed for Chapter 11
protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No.
09-21481).  Judge A. Jay Cristol presides over the Debtors' cases.
Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP,
represents the Debtors in their restructuring efforts.  The
Debtors' Financial Advisor are Moelis & Company LLC and Citadel
Derivatives Group LLC.  The Debtors' Special Litigation Counsel is
David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP and the Debtors' Special Counsel is Jack J. Kessler, Esq., and
Alan Rubin, Esq., at Buchanan Ingersoll & Rooney PC.  The Debtors'
Claims Agent is Kurtzman Carson Consulting LLC.  Attorneys at
Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP,
represent the Official Committee of Unsecured Creditors.

As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

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


INDYMAC BANCORP: FDIC Clarifies Loss Share Agreement with OneWest
-----------------------------------------------------------------
The Federal Deposit Insurance Corp. on Friday issued a statement
providing additional information on its Loss Share Agreement with
OneWest Bank related to the sale of IndyMac Bancorp.

FDIC Director of Public Affairs Andrew Gray said, "It is
unfortunate but necessary to respond to blatantly false claims in
a web video that is being circulated about the loss-sharing
agreement between the FDIC and OneWest Bank."

According to Mr. Gray, OneWest has not been paid one penny by the
FDIC in loss-share claims.  The loss-share agreement is limited to
7% of the total assets that OneWest services, and OneWest must
first take more than $2.5 billion in losses before it can make a
loss-share claim on owned assets.  To be paid through loss share,
OneWest must have adhered to the Home Affordable Modification
Program (HAMP).

The FDIC further clarified that:

    * IndyMac was competitively bid. After analysis, the
      acquisition by OneWest represented the least cost
      transaction to the Deposit Insurance Fund.

    * OneWest not only acquired assets, but also assumed the
      liabilities of the insured deposits, Federal Home Loan Bank
      Advances, and amounts owed the FDIC

    * OneWest has assumed a first loss position on a portfolio of
      qualifying loans where they take the first 20% of losses
      before any loss share payments are made. This is a first
      loss position of over $2.5 billion.

    * The FDIC has yet to make a single loss share payment to
      OneWest.

    * In its agreement with FDIC, OneWest is required to adhere to
      a loan modification protocol for single family loans that
      meets the approval of the FDIC. If the FDIC determines that
      OneWest is in violation of this agreement, then the FDIC can
      repudiate the loss share claims on the covered loans.

    * FDIC has authorized OneWest to service single family loans
      under the Home Affordable Modification Program. It applies
      to all owner-occupied homes and requires OneWest to:

          -- follow HAMP procedures to develop affordable loan
             modification terms for the borrower

          -- determine whether the recovery on a modified loan is
             higher than the recovery from a short sale or
             foreclosure

          -- modify the loan using HAMP guidelines if the recovery
             of a modification is higher than the recovery of a
             short sale or foreclosure

          -- loss share coverage cannot be factored into any
             recovery calculation for loan modification, short
             sale or foreclosure.

    * The FDIC monitors OneWest's compliance with their adherence
      to the FDIC Mortgage Loan Modification Program and OneWest's
      commitments under the asset sale agreement.

    * Only 7% of loans OneWest services are owned by OneWest and
      covered under loss share. Other institutions own the
      remaining 93% of loans OneWest services. These loans are
      required to be serviced in accordance with the owner
      institutions' agreements with OneWest.

Mr. Gray said the producers of the video perpetuate other
falsehoods.  He clarified that the FDIC has not requested to
borrow money from the Treasury Department.  "Indeed, we continue
to be funded by the banking industry through assessments, not by
taxpayers as claimed in the video," Mr. Gray said.

"This video has no credibility.  Regardless of the personal or
professional motivations behind its production, there is always a
responsibility to be factually correct and transparent.  The FDIC
made available a fact sheet on the day that the sale of IndyMac
was announced that details the terms of the contract.  It's too
bad that the creators of this video opted to premise it on
falsehoods," Mr. Gray said.

                           *     *     *

According to a Reuters BreakingViews article, when the FDIC sold
IndyMac to OneWest, a bank owned by private equity investors, it
agreed to share losses based on the original face value of the
loans while.  The Web video, however, noted IndyMac's buyers
bought the loans at a discount.  BreakingViews says the
implication was that the FDIC would overcompensate the buyers for
losses on loans under this structure.

BreakingViews also notes the video contained errors, including a
failure to explain that the FDIC is sharing losses on only a small
fraction of the loans bought by OneWest.  Moreover, the buyers
must lose more than $2.5 billion before the agreement takes
effect.

BreakingViews says the buyers aren't getting anything like as
sweet a deal as the video implied.  BreakingViews also said
without some loss-sharing arrangement, the FDIC might have
struggled to sell IndyMac at all.

BreakingViews added that had the FDIC made an effort to explain
the transaction at least on a par with the disclosure required of
deals between companies with public shareholders, there would have
been less fuel for public skepticism now.

                          About Indymac

Based in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) --
http://www.indymacbank.com/-- was the holding company for IndyMac
Bank FSB, a hybrid thrift/mortgage bank that originated mortgages
in all 50 states of the United States.

On July 11, 2008, the Office of Thrift Supervision closed IndyMac
Bank and appointed FDIC as the bank's receiver.  Thacher Proffitt
& Wood LLP was engaged as counsel to the FDIC.

All non-brokered insured deposit accounts and substantially all of
the assets of the bank were transferred to IndyMac Federal Bank,
F.S.B., Pasadena, CA, a newly chartered full-service FDIC-insured
institution.  On March 19, IndyMac Federal Bank was sold to
OneWest Bank, F.S.B., Pasadena, California. OneWest Bank, FSB is a
newly formed federal savings bank organized by IMB HoldCo LLC.

Indymac Bancorp filed for Chapter 7 bankruptcy protection on
July 31, 2008 (Bankr. C.D.Calif., Case No. 08-21752).
Representing the Debtor are Dean G. Rallis, Jr., Esq., and John C.
Weitnauer, Esq.  Bloomberg noted that Indymac had about
$32.01 billion in assets as of July 11, 2008.  In court documents,
IndyMac disclosed estimated assets of $50 million to $100 million
and estimated debts of $100 million to $500 million.


INTRAWEST ULC: Creditors Agree to Postpone Auction Until Feb. 26
----------------------------------------------------------------
Cristina Alesci at Bloomberg News in New York reports Fortress
Investment Group LLC, whose ski-resort operator Intrawest ULC owns
Olympic Alpine skiing venue Whistler Blackcomb, won an extension
from creditors of a foreclosure auction that had been scheduled
for tomorrow, said a person with knowledge of the agreement.  Ms.
Alesci says creditors agreed to extend the deadline for the
auction until February 26, according to the person, who declined
to be identified because terms are private.

The creditors, which include the estate of Lehman Brothers
Holdings Inc. and hedge-fund sponsor Davidson Kempner Capital
Management, have sought control of Intrawest since it missed a
final payment in December on a $1.4 billion loan.  The creditors
had planned to auction the assets today.

Jacqueline Palank at Dow Jones Daily Bankruptcy Review says if the
creditors had not agreed to the extension, Fortress could have
placed Intrawest into bankruptcy protection.  "Such a move would
have held off the sale, and it's a step Fortress could take if it
can't refinance the loan," Ms. Palank says.

As reported by the Troubled Company Reporter on January 22, 2010,
Intrawest missed a $524 million debt payment, prompting lenders to
put a notice in The Wall Street Journal and other U.S. newspapers
seeking buyers for its assets.

Aside from Whistler Blackcomb ski resort, the lenders seek to
foreclose Mont Tremblant in Quebec, Stratton in Vermont and Squaw
Valley in California.

Vancouver-based Intrawest ULC owns a variety of mountain resorts
in the U.S. and Canada.  Publicly traded hedge fund Fortress
Investment Group purchased Intrawest in 2006 for $2.8 billion in a
highly leveraged buyout.


JENNIFER PINEDA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Jennifer Carrillo Pineda
        26360 Dodge Avenue
        Hayward, CA 94545

Bankruptcy Case No.: 10-40025

Chapter 11 Petition Date: January 4, 2010

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Debtor's Counsel: Kenneth R. Graham, Esq.
                  Law Office of Kenneth R. Graham
                  171 Mayhew Way #208
                  Pleasant Hill, CA 94523
                  Tel: (925) 932-0170
                  Email: KRG@ELAWS.COM

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

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

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

             http://bankrupt.com/misc/canb10-40025.pdf

The petition was signed by Ms. Pineda.


JAMES SQUARE: PBGC Assumes Underfunded Pension Plan
---------------------------------------------------
The Pension Benefit Guaranty Corporation has assumed
responsibility for the underfunded pension plan covering 750
workers and retirees of James Square Nursing Home, Inc., a
provider of nursing and rehabilitative care in Syracuse, N.Y.

The PBGC took over the plan because the nursing home would be
unable to pay its debts when due and continue in business unless
the plan was terminated.

Spurred by deteriorating financial conditions, James Square filed
for a distress termination on June 30, 2008.  Under federal
pension law, sponsors of underfunded plans may apply for such
relief.  To qualify, the employer must prove to the PBGC that it
cannot remain in business unless the plan is terminated.

According to PBGC estimates, the James Square Nursing Home, Inc.
Retirement Income Plan for Non-Union Employees is 66% funded, with
$3.9 million in assets to cover $5.9 million in benefit
liabilities.  The PBGC expects to be responsible for the entire
$2 million shortfall.

The PBGC will take over the assets and use insurance funds to pay
guaranteed benefits earned under the plan, which ended on Aug. 31,
2008.  James Square's plan was frozen on March 9, 2008.

Within the next several weeks, the PBGC will send notification
letters to all participants in James Square's pension plan.
Participants in the plan are subject to the limits in effect on
Aug. 31, 2008, which set a maximum guaranteed amount of $51,750 a
year for a 65-year-old. The agency became trustee of the plan on
Jan. 21, 2010.

Employees of James Square Nursing Home who draw a benefit from the
PBGC may be eligible for the federal Health Coverage Tax Credit.
Further information may be found on the PBGC Web site at
http://www.pbgc.gov/workers-retirees/benefits-
information/content/page13692.html

Assumption of the plan's unfunded liabilities will have no
significant effect on the PBGC's financial statements because an
estimate of the claim was previously included in the agency's
fiscal year 2009 financial statements, in accordance with
generally accepted accounting principles.

PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974. It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 29,000 private-sector
defined benefit pension plans. The agency receives no funds from
general tax revenues. Operations are financed largely by insurance
premiums paid by companies that sponsor pension plans and by
investment returns.


JEROME DIGIOVANNI: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Jerome J. Digiovanni
        2086 State Hwy 84 SW
        PO Box 899
        Moose Lake, MN 55767

Bankruptcy Case No.: 10-50167

Chapter 11 Petition Date: February 16, 2010

Court: United States Bankruptcy Court
       District of Minnesota (Duluth)

Judge: Robert J. Kressel

Debtor's Counsel: John F. Hedtke, Esq.
                  Hedtke Law Office
                  1217 E 1st St
                  Duluth, MN 55805-2402
                  Tel: (218) 728-1993
                  Fax: (218) 728-0038
                  Email: hedtke_law_office@yahoo.com

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

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

A full-text copy of Mr. Digiovanni's petition, including a list of
his 8 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/mnb10-50167.pdf

The petition was signed by Mr. Digiovanni.


JETBLUE AIRWAYS: Fidelity Reports 14.777% Equity Interest
---------------------------------------------------------
Fidelity Management & Research Company in Boston, Massachusetts, a
investment adviser registered under Section 203 of the Investment
Advisers Act of 1940, is the beneficial owner of 42,971,743 shares
or 14.777% of the Common Stock outstanding of JetBlue Airways
Corporation as a result of acting as investment adviser to various
investment companies registered under Section 8 of the Investment
Company Act of 1940.

The number of shares of Common Stock of Jetblue Airways owned by
the investment companies at December 31, 2009 included 30,691
shares of Common Stock resulting from the assumed conversion of
$150,000 principal amount of JETBLUE AIR CV 6.75% 10/39 C
(204.6036 shares of Common Stock for each $1,000 principal amount
of debenture).  The number of shares of Common Stock of Jetblue
owned by the investment companies at December 31, 2009 included
30,691 shares of Common Stock resulting from the assumed
conversion of $150,000 principal amount of JETBLUE AIR CV 6.75%
10/39 D (204.6036 shares of Common Stock for each $1,000 principal
amount of debenture).

The ownership of one investment company, Fidelity Growth Company
Fund, amounted to 29,354,243 shares or 10.094% of the Common Stock
outstanding.  Fidelity Growth Company Fund has its principal
business office at 82 Devonshire Street, Boston, Massachusetts
02109.

Edward C. Johnson 3d and FMR LLC, through its control of Fidelity,
and the funds each has sole power to dispose of the 42,971,743
shares owned by the Funds.


JOSEPH ALLEN STEPHENS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Joseph Allen Stephens, Jr.
          dba Chulo Contruction
        250 W. Thorn Way
        Houston, TX 77015

Bankruptcy Case No.: 10-31263

Chapter 11 Petition Date: February 16, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Letitia Z. Paul

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  Attorney at Law
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: (713) 659-1333
                  Fax: (713) 658-0334
                  Email: mccluremar@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 $2,861,746,
and total debts of $3,834,229.

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

The petition was signed by Joseph Allen Stephens, Jr.


KANA SOFTWARE: Posts $1.8 Million Net Loss in Q3 2009
-----------------------------------------------------
Kana Software, Inc., now known as SWK Holdings Corporation,
reported a net loss of $1.8 million, or $0.04 per share, for the
three months ended September 30, 2009, compared to a net loss of
$887,000, or $0.02 per share, for the same period in 2008.

Total revenues decreased by 23% to $12.8 million for the three
months ended September 30, 2009, from $16.7 million for the three
months ended September 30, 2008, as a result of lower license and
services revenues in the third quarter of 2009 compared to the
same period in 2008.

During the three months ended September 30, 2009, the Company
recorded $745,000 of transaction costs related to the proposed
asset sale to Kay Technology Corp, Inc. and a $1.0 million
settlement accrual related to the settlement of the RightNow
lawsuit.

                       Nine Months Results

For the nine months ended September 30, 2009, net loss was
$5.6 million, or $0.14 per share, compared to a net loss of
$1.1 million, or $0.03 per share, for the corresponding period in
2008.

Total revenues decreased by 31% to $35.6 million for the nine
months ended September 30, 2009, from $51.6 million for the nine
months ended September 30, 2008, as a result of lower license and
services revenues in 2009 compared to the same period in 2008.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $25.7 million in total assets and $27.8 million in total
liabilities, resulting in a $2.1 million stockholders' deficit.

The Company's consolidated balance sheets September 30, 2009, also
showed strained liquidity with $10.2 million in total current
assets available to pay $26.8 million in total current
liabilities.

A full-text copy of the Company's quarterly report is available at
no charge at http://researcharchives.com/t/s?50cf

                       Going Concern Doubt

On May 15, 2009, the Company's independent registered public
accounting firm issued an opinion on the Company's December 31,
2008 consolidated financial statements that states that the
Company's recurring losses from operations, negative working
capital, negative cash flow from operations and accumulated
deficit raise substantial doubt about the Company's ability to
continue as a going concern.

As of September 30, 2009, the Company had an accumulated deficit
of $4.3 billion and has experienced recurring losses.  Since 1997
the Company has incurred substantial costs to develop its products
and to recruit, train and compensate personnel for its
engineering, sales, marketing, client services, and administration
departments.  As a result, the Company has incurred substantial
losses since inception.  On September 30, 2009, the Company had
cash and cash equivalents of $1.8 million and borrowings
outstanding under a line of credit of $3.6 million due in
June 2010 and borrowings outstanding under notes payable of
$985,000 due in varying monthly installments through June 30,
2010.  As of September 30, 2009, the Company had negative working
capital of $5.5 million, excluding $11.1 million of deferred
revenue, and stockholders' deficit of $2.2 million.  Losses from
operations were $1.5 million and $5.2 million for the three and
nine months ended September 30, 2009, respectively.  Net cash used
in operating activities was $1.9 million for the nine months ended
September 30, 2009.

The Company believes that based on its current revenue
expectations for 2009 and 2010, it is unlikely that its cash and
cash equivalents will be sufficient to meet the Company's working
capital and capital expenditure needs through September 30, 2010,
without additional cash raised through debt or equity financing.
"If the Company does not meet its 2009 and 2010 revenue
expectations, there may be doubt about the Company's ability to
continue as a going concern."

               Completion of Disposition of Assets

On December, 23, 2009, KANA sold substantially all of its assets
to Kay Technology Corp, Inc., a Delaware corporation, for cash
consideration of $40.8 million, after reduction for estimated
transaction costs, net working capital and net debt.  As a result
of the closing of the asset sale, and in accordance with the
approval of a majority of the Company's stockholders voting at an
annual and special meeting of the stockholders held on
December 23, 2009, the Company changed its name to SWK Holdings
Inc. on December 23, 2009.

                         About KANA Software

Based in Provo, Utah, KANA Software, Inc., now known as SWK
Holdings Corporation (OTC BB: SWKH) -- http://www.swk.hold.com/--
was a provider of customer service solutions until the sale of
substantially all of its assets in December 2009, to Kay
Technology Corp. Inc.


KARL WALL: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------
Joint Debtors: Karl T. Wall
               Mary Michelle Wall
               17831 Mollypop Lane
               Cornelius, NC 28031

Bankruptcy Case No.: 10-30388

Chapter 11 Petition Date: February 17, 2010

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

Judge: George R. Hodges

Debtors' Counsel: James H. Henderson, Esq.
                  1201 Harding Place
                  Charlotte, NC 28204-2248
                  Tel: (704) 333-3444
                  Fax: (704) 333-5003
                  Email: henderson@title11.com

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

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

A full-text copy of the Debtors' petition, including a list of
their 16 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/ncwb10-30388.pdf

The petition was signed by the Joint Debtors.


KB TOYS: Court Dismisses Chapter 11 Case
----------------------------------------
Law360 reports that the Bankruptcy Court has signed an order
dismissing the Chapter 11 case of KB Toys Inc.  KB Toys Inc.,
which has sold its assets, sought the dismissal after a settlement
with claimholders.  The U.S. Trustee had opposed the move, citing
that it would circumvent U.S. bankruptcy law.

Headquartered in Pittsfield, Massachusetts, KB Toys, Inc. --
http://www.kbtoys.com/-- operated a chain of retail toy stores.

On Jan. 14, 2004, the Debtor and 69 of its affiliates filed for
protection under Chapter 11 of the Bankruptcy Code, which were
administratively consolidated under Case No. 04-10120.  Two of the
200 bankruptcy cases remain open, KB Toys Inc. and KB Toy of
Massachusetts Inc.  In connection with the emergence of KB Toys
from bankruptcy in August 2005, and the subsequent organizational
restructuring, the assets and operations of many of these prior
debtors were transferred among then existing debtor entities and
consolidated with KB Toys Group.  Furthermore, most of the
entities involved were either dissolved or were merged into
surviving entities, and several of them changed their names.

The company, together with eight of its affiliates, again filed
for Chapter 11 on December 11, 2008 (Bankr. D. Del. Lead Case No.
08-13269).  Joel A. Waite, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Wilmer Cutler
Pickering Hale and Dorr LLP as their co-counsel, FTI Consulting
Inc. as financial and restructuring advisor, and Epiq Bankruptcy
Solutions LLC as claims and noticing agent.

According to Bloomberg, KB listed assets of $241 million against
debt totaling $362 million in its Chapter 11 petition filed
on December 11.  The debts include $143 million in unsecured
claims; and $200 million in secured claims, including
$95.1 million owed to first-lien creditors where General Electric
Capital Corp. serves as agent; and $95 million owed to second-lien
creditors.

As reported by the Troubled Company Reporter on December 22, 2008,
the Hon. Kevin Carey of the U.S. Bankruptcy Court for the District
of Delaware allowed KB Toys Inc. to start going-out-of-business
sales.


LAS VEGAS MONORAIL: Bankruptcy Could Impact Tax Rates
-----------------------------------------------------
Steve Kanigher at Las Vegas Sun reports the Las Vegas Monorail's
bankruptcy could force the state of Nevada taxpayers to pay higher
interest rates on money that the state borrows through bond
financing to finance the monorail project, an attorney for a major
creditor in the bankruptcy case warns.

Nevada in 2000 issued $650 million in industrial development
revenue bonds on behalf of the monorail.

Las Vegas Sun recalls the Nevada Taxpayers Association warned
before the monorail bonds were issued that industrial revenue
bonds can hurt taxpayers because if the entity that is supposed to
pay them off can't, bond rating agencies probably "would take a
dim view" of the state.

According to Las Vegas Sun, William Smith, Esq., a Chicago
attorney for Ambac Assurance Corp., has argued that when the state
issued the monorail bonds, Nevada considered Las Vegas Monorail an
"instrumentality of the state."

"If the state backs away from provisions it approved in 2000, that
would make the bond markets uneasy," Mr. Smith said, according to
Las Vegas Sun.  "In the bond markets you are not looking for
reasons to draw attention to yourself except for good reasons."

As reported by the Troubled Company Reporter, Ambac has sought
dismissal of the monorail's Chapter 11 case.  Ambac has alleged
the monorail should file for bankruptcy under Chapter 9.

Ambac insured most of the bonds sold to construct the monorail.

According to Las Vegas Sun, some legal experts say Chapter 9 would
give Ambac more say over the potential sale of monorail assets.

Las Vegas Sun also reports Chicago attorney James Spiotto, Esq.,
who has represented bondholders in litigation, said that even if
the state is not liable for any debts the monorail fails to repay,
Nevada "may have to explain to the rating agencies how this
happened and why it won't be repeated in the future."

Las Vegas Sun further relates Lon DeWeese, chief financial officer
with the Nevada Business and Industry Department, says the state's
bond ratings won't be affected by the outcome of the monorail's
bankruptcy case.  "Rating agencies look at a state's
constitutionally balanced budget and the way it makes its
investments," Las Vegas Sun quotes Mr. DeWeese as saying. "The
monorail has no effect on the state's rating."

Las Vegas Sun recalls major bond rating agencies generally place
Nevada in the AA, or high-quality range, meaning the state is a
good bet to repay its general obligation bonds.  But Moody's
Investors Service, Las Vegas Sun notes, issued a slight downgrade
in May from Aa1 to Aa2 for Nevada based on its budget crisis and
the downturn in the gaming industry, and Fitch Ratings in October
lowered the state from AA-plus to AA for similar reasons.

According to Las Vegas Sun, Mr. Smith predicts the rating decline
will continue if bond investors lose their trust in the state
based on the monorail case.

Las Vegas Sun also reports Reno bond attorney John Swendseid says
similar industrial development bonds have defaulted throughout the
country without hurting a state's bond rating.  "I would be very
surprised if the state's bond rating dropped because of this
case," he said, according to the report.

                  About Las Vegas Monorail

Las Vegas, Nevada-based Las Vegas Monorail Company, organized by
the State of Nevada in 2000 as a nonprofit corporation, owns and
manages the Las Vegas Monorail.  The Monorail is a seven-stop,
elevated train system that travels along a 3.9-mile route near the
Las Vegas Strip.  LVMC has contracted with Bombardier Transit
Corporation to operate the Monorail.  Though it benefits from its
tax-exempt status due to being a nonprofit entity, LVMC claims to
be the first privately-owned public transportation system in the
nation to be funded solely by fares and advertising.  LVMC says it
receives no governmental financial support or subsidies.

The Company filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. D. Nev. Case No. 10-10464).  Gerald M.
Gordon, Esq., at Gordon Silver, assists the Company in its
restructuring effort.  Alvarez & Marsal North America, LLC, is the
Debtor's financial advisor.  Stradling Yocca Carlson & Rauth is
the Debtor's special bond counsel.  Jones Vargas is the Debtor's
special corporate counsel.  The Company listed $10,000,001 to
$50,000,000 in assets and $500,000,001 to $1,000,000,000 in
liabilities.


LEAR CORP: S&P Changes Outlook to Positive; Keeps 'B' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it has revised its outlook
on Lear Corp. to positive from stable and affirmed its 'B'
corporate credit rating and other ratings.

"The outlook revision reflects S&P's opinion that Lear's credit
profile could support a higher corporate credit rating if
prospects for improved light-vehicle production in North America
and Europe are sustainable," said Standard & Poor's credit analyst
Lawrence Orlowski.  S&P believes light-vehicle production in North
America and Europe is starting to recover.  S&P assume that Lear's
global sales for 2010 will reach at least $10.2 billion, and
because of lower fixed costs due to operational restructuring, S&P
believes margins could improve over those in 2009.  Lear has total
balance sheet debt of approximately $972 million, having reduced
its debt by about 75% during a bankruptcy reorganization in 2009.

The company is a leading, global Tier 1 automotive supplier and
had sales of $9.7 billion in 2009.

In S&P's view, prospects for positive free cash flow generation
will improve, mostly because of a lower cash interest burden.  The
company should benefit, in S&P's view, from higher operating
profitability because of various restructuring actions, such as
transferring manufacturing capacity to lower-cost regions,
reducing manufacturing capacity, and eliminating administrative
overhead.  Lear's business risk profile is weak, largely because
of volatile auto production levels, high fixed costs, fierce
competition, and severe pricing pressures that characterize the
global auto supplier industry.  Furthermore, Lear has significant
exposure--37% based on 2008 sales (latest available)--to General
Motors Co. (unrated) and Ford Motor Co. (B-/Stable/--).

Liquidity appears adequate.  The company lacks a revolving credit
facility but had $1.6 billion in cash and cash equivalents as of
the end of 2009.  This should provide a sufficient cushion to
cover operating cash needs.

The outlook is positive.  S&P expects demand for light vehicles to
begin recovering this year but remain weak by historical
standards.  If the recent uptick in auto demand signals a return
to higher, steadier sales, S&P would expect to see strong free
cash flow and rising EBITDA and, therefore, S&P could revisit its
current rating.  For example, S&P estimates that if the company's
revenues rise 5% in 2010, with margins of 6%, Lear's credit
profile could support a higher rating.  To raise S&P's corporate
credit rating, S&P would expect to see adjusted debt to EBITDA
fall below 4.5x on a sustainable basis.

S&P could lower the rating if global vehicle demand began to
decline, thereby pushing the company's leverage above 5.5x.  This
could occur, for instance, if revenue declined 10% and the gross
margin fell below 4.5%.  S&P could revise the outlook back to
stable if S&P believed debt to EBITDA would not fall below 4.5x on
a sustainable basis.


LEGENDS GAMING: Moody's Assigns 'Caa1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned Caa1 Corporate Family rating
and Probability of Default rating to Legends Gaming, LLC, after
its emergence from Chapter 11 bankruptcy in September 2009.
Concurrently, Moody's assigned a B2 (LGD2, 29%) to the company's
$158.4 million senior secured first lien term loan due 2014.  The
rating outlook is negative.

Proceeds from the 1st lien term loan and the $75.3 million 2nd
lien term loan (not rated) were used to finance Legends' exit from
Chapter 11 Bankruptcy.  The company filed for reorganization under
Chapter 11 on March 11, 2008, primarily due to a leverage covenant
violation and inability to obtain waiver/amendment from its
lenders.

The Caa1 CFR reflects Legends' significant financial leverage --
debt/EBITDA was above 9.0x post emergence -- and is expected to
remain high in the intermediate term.  "Legends' total funded debt
was not reduced in the bankruptcy process; to the contrary, the
debt balance increased slightly due to conversion of some post-
petition accrued interest expenses," commented Moody's lead
analyst John Zhao.

The ratings also incorporate the company's relatively small size,
limited diversification and high dependence on the performance of
its two casinos in Bossier City, LA and Vicksburg, MS.  Moody's
notes that operating metrics at these two properties, such as
gaming revenues and win per unit continued to deteriorate in the
past year.  While the circumstances around the bankruptcy have
been partially attributed for the company's weak performance,
Moody's believes that lower spending on gaming due to the
recession along with increased competition in Legends' primary
markets (particularly at Vicksburg) has contributed to most of the
earnings decline.  Favorably, the rating considers the two long-
established markets in which Legends operates and its relatively
stable market share.

The B2 rating of the first lien senior secured term loan reflects
its senior position in Legends' capital structure, full guarantees
of existing and future subsidiaries, an all asset pledge, and a
significant amount of junior second lien debt and other unsecured
obligations in the capital structure.

The negative outlook depicts Moody's concern on the deteriorating
revenue trend and very weak credit metrics.  While Legends' is
expected to maintain an adequate liquidity profile, the PIK
interest associated with the 2nd lien term loan will exacerbate
the already high leverage and may dampen the sustainability of the
capital structure.  Further, should the revenue and EBITDA decline
further, the compliance to meeting minimum EBITDA covenant would
become questionable.  Although the credit agreement allows for a
cure right with equity infusion, the right can only be used on a
limited basis.  The negative outlook also contemplates the weak
earnings quality for Legends' latest financial results, as more
than 50% of its adjusted LTM EBITDA is comprised of various add-
backs from special items including fees and expenses associated
with the bankruptcy.

Separately, the majority owner of the company is required by the
credit agreement to infuse $9.0 million of cash equity in the next
12 months.  Failure to contribute cash equity within specified
period will trigger an event of default per the agreement.  The
majority owner has contributed $6.0 million of cash equity on the
effective date as part of the company's emergence from bankruptcy.

Ratings assigned:

* Corporate Family rating -- Caa1

* Probability of Default rating -- Caa1

* $158.4 million senior secured first lien term loan due 2014 --
  B2 (LGD2, 29%)

* Rating outlook: Negative

Legends Gaming, LLC, headquartered in Frankfort, IL, currently
owns and operates two gaming properties located in Bossier City,
LA and Vicksburg, MS under the DiamondJacks Casino brand.  For the
twelve-month period ended Sep. 30, 2009, the company generated
approximately $132 million in net revenues.  The company is
private and does not publicly disclose financial data.


LEHMAN BROTHERS: Files Lawsuit v. Bankhaus Over Client Money
------------------------------------------------------------
PricewaterhouseCoppers has provided an update concerning the claim
on behalf of Lehman Brothers International Europe clients for the
return of US$1 billion of client funds deposited with Lehman
Brothers Bankhaus AG prior to the data of Administration.

As mentioned in PwC's update of October 23, 2009, the Joint
Administrators were looking to challenge the decision by the
Bankhaus Administrator to reject the claim for recovery of the
client monies.  On December 22, 2009, the Joint Administrators
filed a petition at the Frankfurt am Main Regional Court, Germany
claiming the US$1 billion plus interest be returned to LBIE by
Bankhaus.

Notice has now been received from the Court that the claim has
been served on the Administrator of Bankhaus as defendant, and the
first oral hearing has been scheduled for 9:15 a.m. on July 6,
2010, at the Frankfurt Courthouse.  The defendant was granted a
deadline of four weeks from February 8, 2010, in which to respond.

Further updates on the progress of the claim will be communicated
in due course.

                     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: U.S. Bank, Elliot Named to Creditors Committee
---------------------------------------------------------------
Diana Adams, the United States Trustee for Region 2, filed a
notice in the U.S. Bankruptcy Court for the Southern District of
New York, announcing that U.S. Bank N.A. and Elliott Management
Corp. were appointed to the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Lehman Brothers Holdings
Inc. and its affiliated debtors.

The Creditors' Committee now consists of:

  (1) Wilmington Trust Company, as
      Indenture Trustee
      520 Madison Avenue, 33d Floor
      New York, New York 10022
      Attn: James J. McGiniey, Managing Debtor
      Phone Number (212) 415-0522
      Fax Number (212) 415-0513

  (2) The Bank of NY Mellon
      101 Barclay - 8 W
      New York, New York 10286
      Attn: Gerard Facendola, Vice President Corporate Trust
      Phone Number (212) 815-5373

  (3) Mizuho Corporate Bank, Ltd. as Agent
      1251 Avenue of the Americas
      New York, New York 10020-1104
      Attn: Noel P. Purcell, Senior Vice President
      Phone Number (212) 282-3486
      Fax Number (212) 282-4490

  (4) Metlife
      10 Park Avenue, P.O. Box 1902
      Morristown, New Jersey 07962-1902
      Attn: David Yu, Director
      Phone Number (973) 355-4581
      Fax Number (973) 355-4230

  (5) The Vanguard Group Inc.
      P.O. Box 2600, V31
      Valley Forge, Pennsylvania 19482
      Attn: Stewart Hosansky, Principal/Senior Analyst
      Phone Number (800) 523-1036 x 13346
      Fax Number (610) 407-2875

  (6) U.S. Bank. N.A.
      Corporate Trust Services
      One Federal Street, 3d Floor
      Boston, MA 02110
      Attn: Laura L. Moran, Vice President
      Phone Number (617) 603-6429
      Fax Number (617) 603-6640

  (7) Elliott Management Corp.
      712 Fifth Avenue
      New York, NY 10019
      Attn: Ed Joel
      Phone Number (212) 506-2999
      Fax Number (212) 974-2092

                        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: Sues Fontainebleau for Defaulting on $315MM Loan
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. sued Jeffrey Soffer and his
company, Fontainebleau Resorts LLC, over their failure to pay off
their $315 million loan.

Fontainebleau Las Vegas Retail LLC, which is owned by
Fontainebleau Resorts, availed of the loan under an agreement
with LBHI and a group of lenders to fund the construction of a
casino hotel resort in Las Vegas, Nevada.  In connection with the
financing, the defendants executed three guaranties to secure
payment of the loan.

Fontainebleau Las Vegas filed for bankruptcy protection late last
year.  Since October 21, 2009, Fontainebleau Las Vegas allegedly
has not made any payment of the loan.

LBHI and the lenders are owed more than $168 million as of
February 11, 2010.

Ronit Berkovich, Esq., at Weil Gotshal & Manges LLP, in New York,
says the bankruptcy filing of Fontainebleau Las Vegas constitutes
"events of default" under the loan agreement and the guarantees.

"[LBHI] is therefore entitled to and hereby seeks payment and
other relief under the terms of the various guaranties provided
by defendants," Ms. Berkovich says in a complaint she filed with
the U.S. Bankruptcy Court for the Southern District of New York.

The complaint seeks payment of damages and other charges, the
total amount of which has not yet been determined.

Mr. Soffer and Fontainebleau Resorts also face another complaint
by LBHI in connection with the $85 million mezzanine loan it
provided to Fontainebleau Las Vegas Retail Mezzanine LLC and
Fontainebleau Las Vegas Retail Parent LLC to finance the
construction.   The outstanding balance plus interest on the loan
is $129.3 million.

Mr. Soffer said in a statement that he was surprised at LBHI's
actions and believes he may have significant counterclaims
against the bank, according to a report by Reuters.

He accused LBHI of voiding the guarantee by cutting off
construction funding in the middle of 2009, before the project
could be finished, according to another report by The Miami
Herald.

"Lehman's bankruptcy and default on its obligation to fully fund
the retail portion of the project forced us to have to seek
outside funding at a time when the credit markets were frozen,"
Mr. Soffer said.

"While there are guarantees, we believe those guarantees are
invalid and that we can readily show that they are invalid," he
further said.

The adversary proceeding against Mr. Soffer is Case No. 10-02821
while the adversary proceeding against Fontainebleau is Case No.
10-02823.

                  About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas,
LLC, Fontainebleau Las Vegas Capital Corp. filed for Chapter 11
protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No.
09-21481).  Judge A. Jay Cristol presides over the Debtors' cases.
Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP,
represents the Debtors in their restructuring efforts.  The
Debtors' Financial Advisor are Moelis & Company LLC and Citadel
Derivatives Group LLC.  The Debtors' Special Litigation Counsel is
David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP and the Debtors' Special Counsel is Jack J. Kessler, Esq., and
Alan Rubin, Esq., at Buchanan Ingersoll & Rooney PC.  The Debtors'
Claims Agent is Kurtzman Carson Consulting LLC.  Attorneys at
Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP,
represent the Official Committee of Unsecured Creditors.

As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

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

                        About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: CalPERS Can't Set Off Part of $433-Mil. Claim
--------------------------------------------------------------
The California Public Employees' Retirement System sought the
bankruptcy court's authority to set-off amounts owing and due
among the company, Lehman Brothers Holdings Inc. and Lehman
Brothers Special Financing Inc.

CalPERS asserts a pre-bankruptcy claim in the sum of $433 million
against LBHI on account of the bonds it issued to CalPERS.  LBSF,
meanwhile, has a pre-bankruptcy claim against CalPERS in the sum
of $17,173,892, which stemmed from the termination of their ISDA
Master Agreement, under which LBHI served as the credit support
provider and guarantor.

Judge Peck, however, denied CalPERS's request to lift the
automatic stay to effect a set off without prejudice to raising
the issue again "at some appropriate future date, to the extent
that the circumstances of this bankruptcy changes in a material
way."

The Debtors asserted that the request must be denied because the
Purported Setoff represents a classic "triangular setoff," which
lacks the strict "mutuality of obligation" required under New York
law and Section 553(a) of the Bankruptcy Code.

Indeed, the Debtors point out, CalPERS admits -- because it must
-- that it owes Lehman Brothers Special Financing, Inc., in
excess of $17 million in connection with prepetition derivative
transactions that CalPERS and LBSF entered into pursuant to the
terms of a 1992 International Swap Dealers Association, Inc.
Multicurrency Cross Border Master Agreement dated as of June 5,
2006.  Yet, through the Purported Setoff, CalPERS seeks to avoid
paying LBSF, and to thereby deprive LBSF and its creditors of
substantial sums to which they admittedly are entitled, by
"offsetting" the LBSF Claim against alleged obligations owed to
CalPERS not by LBSF, but by Lehman Brothers Holdings, Inc., -- a
separate and legally distinct entity -- in connection with
medium-term notes or other corporate debt instruments allegedly
issued to CalPERS by LBHI and which are wholly unrelated to the
Master Agreement or the derivative transactions that gave rise to
the LBSF Claim, David R. Fertig, Esq., at Weil, Gotshal & Manges
LLP, in New York, asserts.

                        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 O'Neil as Tax Services Provider
-------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors obtained
court approval to employ The O'Neil Group as their tax services
provider effective January 6, 2010.

As tax services provider, The O'Neil Group is tasked to prepare
Form 5471, 8865 and 8858 tax returns and assist with the state
and local tax filing for 2009.  The firm will also provide
additional services to the Debtors, if necessary.

The job will be supervised by Jacqueline O'Neil, the firm's
managing director, along with 6 to 20 employees.

The Debtors attorney, Richard Krasnow, Esq., at Weil Gotshal &
Manges LLP, in New York, says the firm is qualified for the job
given its "extensive tax expertise," adding that some of its key
personnel also provided international and state income tax
compliance services for the Debtors last year, as members of
Huron Consulting Group.

Huron Consulting was employed by the Debtors in January 2009 to
assist them with the filing of their 2008 tax returns.  The firm,
however, will no longer be providing tax services to the Debtors
this year.

The O'Neil Group will be paid for its services at a single
blended rate of $180 per hour and will be reimbursed of its
expenses.  Any additional tax services beyond those that had been
agreed will be paid at these hourly rates:

  Tax Managing Director        $325
  Tax Senior Director          $225
  Tax Managers                 $165
  Tax Associates               $125

In case the Debtors require additional services beyond the tax
return preparation and outside the scope of The O'Neil Group's
tax services, the firm and the Debtors will agree in writing on
the scope of those services and these hourly rates will apply:

  Managing Director            $325 - $450
  Director                     $225 - $350
  Manager                      $165 - $250
  Associate                    $125 - $185

In a declaration, Ms. O'Neil assures the Court that her firm
neither holds nor represents interest adverse to the Debtors or
their estates with respect to the matters on which it is to be
employed.

                        About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Dow Jones Wants Immediate Payment of $1.9MM
------------------------------------------------------------
Dow Jones & Co. Inc. and its two subsidiaries ask the U.S.
Bankruptcy Court for the Southern District of New York to compel
Lehman Brothers Holdings Inc. to pay their claim in the sum of
$1,957,848.

The claim is on account of the services that Dow Jones, Factiva
Inc. and Factiva Limited provided to LBHI and its affiliated
debtors under their various agreements.

Ira Levee, Esq., at Lowenstein Sandler PC, in New York, says Dow
Jones and its subsidiaries are entitled to administrative expense
status for the "reasonable value" of the services they provided
to the Debtors after their bankruptcy filing.

"The postpetition services were essential to and benefited the
Debtors' estates because they allowed the Debtors to continue to
operate postpetition and allowed the Debtors to be more
marketable for purposes of selling their assets as a going
concern," Mr. Levee says.

The Court will hold a hearing on March 17, 2010, to consider
approval of the request.  Deadline for filing objections is
March 12, 2010.

                        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: $308-Mil. in Claims Change Hands in 5 Days
-----------------------------------------------------------
The Office of the Clerk of the Bankruptcy Court received 40
notices of transfer of claims, aggregating more than $308
million, in the Debtors' Chapter 11 cases from February 10 to 15,
2010:

* Anchorage Capital Master Offshore, Ltd.

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Deutsche Bank AG, London               27004      $14,499,476

* Banc of America Securities LLC

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Merrill Lynch International            59406       $5,817,523


* Canpartners Investments IV, LLC

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Deutsche Bank AG, London               17744       $1,461,098

* Deutsche Bank AG, London

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Wellpoint Inc.                          1098       $6,582,138
                                         1099       $6,599,564
                                        26104       $2,694,853
                                        26105       $2,694,853

* InverCaixa Gestion SAU

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
InverCaixa Gestion SAU A/C             17554         $215,546
Foncaixa Garantia Europ

* InverCaixa Gestion SGIIC SAU

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
InverCaixa Gestion SGIIC SAU           17555         $110,726
A/C Foncaixa Garantia

* Merrill Lynch International

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
EFG Private Bank Ltd                   55838       $1,000,000

* Serengeti Rapax MM L.P.

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
JPM Morgan Chase Bank, N.A.            19266       $5,077,577
                                        66086       $4,800,000
                                         1504       $5,077,577
                                        19267       $5,077,577
                                        66085       $4,800,000
                                         1505       $5,077,577
Credit Suisse Securities (USA) LLC     55829       $3,115,000
                                        55829               --
                                        55829               --
                                        55829               --

* SPCP Group, L.L.C.

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
UBS AG                                 15329      $35,000,000
Avista Corporation                      2901       $3,496,640
                                         2902       $3,496,640
Balestra Capital Partners L.P.         12594       $1,220,000
                                        12595       $1,220,000
Inter-American Development Bank         4818       $1,512,004
                                         4939       $1,512,004
Arche Master Fund L.P.                  4187       $4,492,050
                                         4261       $4,492,050
ONEOK Energy Services Company L.P.      7484      $16,018,913
                                         7485      $16,018,913
Southern Community Financial Corp.     22367         $325,000
                                        22746         $325,000
Southern Community Bank and Trust      22282         $875,000
                                        25562         $875,000
Tennenbaum Multi Strategy Master Fund  15937       $6,712,744
                                        15949       $6,712,744
Tiffany & Co.                          19550       $9,717,258
                                        19551       $9,717,258
Solent Credit Opportunities            11315         $720,000
   Master Fund
NorthStar Real Estate Securities        8653      $49,911,385
   Opportunity Master                    8652      $49,911,385

* Stone Lion Portfolio L.P.

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Barclays Bank PLC                      60714      $10,007,922

                        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)


LIVE NATION: S&P Retains CreditWatch Positive on 'B' Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' corporate
credit rating on Beverly Hills, California-based Live Nation Inc.,
along with all issue-level ratings on the company's debt, remain
on CreditWatch with positive implications.

In addition, the 'BB' rating on subsidiary Ticketmaster
Entertainment Inc., along with all related issue-level ratings,
remain on CreditWatch with negative implications.

S&P initially placed its ratings for both companies on CreditWatch
Feb. 11, 2009.  They remain on CreditWatch pending federal court
review of the Department of Justice's proposed settlement, which
requires Ticketmaster Entertainment to make significant changes to
its merger with Live Nation.  The settlement requires Ticketmaster
to license its ticketing software and divest its ticketing assets
to two competitors.

Live Nation recently completed its stock acquisition of
Ticketmaster.  Live Nation's and Ticketmaster's existing capital
structures and separate debt agreements remain in place.
Ticketmaster's credit agreement largely limits its ability to
provide credit support to Live Nation.  Nevertheless, S&P
currently expect that if the U.S. District Court for the District
of Columbia approves the proposed settlement, S&P would
consolidate these entities for analytical purposes and equalize
their corporate credit ratings at 'BB-'.  This reflects the
business and strategic links S&P ascribes to the companies'
relationship and Live Nation's investment in Ticketmaster.

"The merger is largely complementary, in S&P's view, and enhances
Live Nation's business position in the live entertainment
industry," said Standard & Poor's credit analyst Hal Diamond.  The
transaction vertically integrates the largest U.S. concert
promoter with the leading U.S. ticketing company and artist
management agency.  Live Nation anticipates that the combined
company could realize about $40 million of operating synergies
through the combination of their ticketing, marketing, data
centers, and back-office functions, which S&P believes is
achievable.  "Live Nation would benefit from having access to more
artists, Ticketmaster's customer database, and reduced costs, as
S&P expects Live Nation to close its own ticketing business,"
added Mr. Diamond.

Ticketmaster's revenues increased 0.6% in the nine months ended
Sept. 30, 2009, while EBITDA declined 14.0%, reflecting a 10%
decline in tickets sold.  The deterioration resulted largely from
the Dec. 31, 2008, expiration of a significant portion of
ticketing volume from its largest client, Live Nation.
Ticketmaster will benefit from retaining Live Nation's ticket
volume and the related scale economies.

Combined pro forma lease-adjusted total debt plus preferred stock
to EBITDA declines to 5.0x for the 12 months ended Sept. 30, 2009,
from 6.2x for Live Nation prior to the acquisition.  Combined pro
forma EBITDA coverage of interest expense and preferred dividends
increases to 3.4x from 2.7x for Live Nation prior to the
acquisition.  Combined discretionary cash flow was $90 million in
the 12 months ended Sept. 30, 2009, or roughly 20% of combined
EBITDA, compared with Live Nation's pre-acquisition negative
discretionary cash of almost $40 million.

Both companies have adequate liquidity, with a satisfactory margin
of compliance with financial covenants and nominal near-term debt
maturities.  Live Nation's most restrictive covenant under its
credit agreement is the interest coverage test of 2.5x, which does
not step up over the life of the agreement.  Live Nation had
slightly more than a 30% EBITDA cushion of compliance at Sept. 30,
2009.

S&P will monitor developments regarding the federal court review
of the proposed settlement and resolve the CreditWatch listings
upon conclusion of the court process.


LODGIAN INC: Receiver May Take Possession of Pool 3 Properties
--------------------------------------------------------------
In a regulatory filing, Lodgian, Inc., disclosed, the United
States District Court for the Southern District of Texas approved
the transfer of the Pool 3 Properties to a court-appointed
receiver.

Under the court order dated February 10, the receiver, Michael
George of Crescent Hotels & Resorts, will take exclusive
possession of the Pool 3 Properties and will hold, operate, manage
and maintain the Pool 3 Properties on behalf of Wells Fargo Bank,
N.A., as trustee for the registered holders of Merrill Lynch
Mortgage Trust 2005-MKB2, Commercial Mortgage Pass-through
Certificates, Series 2005-MKB2.  The receivership was approved
pursuant to a petition filed by the lLender for the appointment of
a receiver after the Company did not cure its previously disclosed
default.

Meanwhile, the Company has provided unaudited pro forma
consolidated statement of operations for the years ended December
31, 2008, 2007, and 2006, as well as for the nine months ended
September 30, 2009, and 2008, and a pro forma consolidated balance
sheet at September 30, 2009.  A full-text copy of the pro forma
financial information is available at no charge at
http://researcharchives.com/t/s?5345

                       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.

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 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.


LOIS SMITH: Updated Case Summary & Creditors List
-------------------------------------------------
Debtor: Lois Smith
        9463 Sherwood Drive
        Rancho Cucamonga, CA 91737

Bankruptcy Case No.: 10-10124

Chapter 11 Petition Date: January 4, 2010

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Cynthia A. Dunning, Esq.
                  1815 E Workman Avenue #G
                  West Covina, CA 91791
                  Tel: (626) 915-8780
                  Email: lawdeva@aol.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/cacb10-10124.pdf

The petition was signed by Lois Smith.


LYONDELL CHEMICAL: Wants to Reject PetroLogistics Agreement
-----------------------------------------------------------
Lyondell Chemical Co. and its units seek the Court's authority to
reject two prepetition ethylene transportation agreements between
Debtor Equistar Chemicals, LP and PetroLogistics Olefins, LLC,
effective January 1, 2010.

Christopher R. Mirick, Esq., at Cadwalader, Wickersham & Taft
LLP, in New York, relates that the Transportation Agreements
enable Equistar to transport its ethylene product to customers in
Louisiana.  As of January 1, 2010, Equistar has ceased making use
of the services provided under the Transportation Agreements.
Mr. Mirick says the Debtors have obtained the services provided
under the Transportation Agreements at more advantageous terms,
thus it no longer makes economic sense for the Debtors and their
estates to maintain the Transportation Agreements.

Absent a rejection, the Transportation Agreements will impose a
continuing burden on the Debtors' estates for which the Debtors
realize no commensurate benefit, Mr. Mirick contends.  The
rejection of the Transportation Agreements at this time will
enhance the Debtors' efforts to reorganize successfully by
reducing the Debtors' exposure to further administrative expenses
on their estates, he maintains.

Consistent with Section 362 of the Bankruptcy Code, to the extent
that any of the Debtors have deposited amounts with PetroLogistics
as a security deposit, or if PetroLogistics owe any of the Debtors
amounts under the Transportation Agreements, the Debtors ask the
Court to prohibit PetroLogistics from offsetting or using the
amounts from deposit, or other amount owed by the Debtors without
further Court order.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


LYONDELL CHEMICAL: Parent Expects Weak Refining Conditions in 2010
------------------------------------------------------------------
LyondellBasell Vice President for Investor Relations Douglas Pike
shared with investors the company's results for the month of
December 2009.

Mr. Pike disclosed that December 2009 results are behind the plan.
With respect to the fuels segment, he said that depressed
refining conditions continued to adversely affect results.  He
further related that oxyfuels margins experienced seasonal
decline.  As to the chemicals segment, he noted that U.S. olefin
margins were relatively unchanged versus November 2009 while
ethane remained favored.  EU olefins were under increased cost
pressure, he disclosed.  In addition, PO, intermediates and
derivatives volumes were up slightly versus November 2009, he
related.  With respect to polymers segment, polyethylene volumes
remain relatively unchanged versus November and propylene volumes
show seasonal decline.  US polyethylene margins were lower versus
November 2009, he pointed out.

For early 2010, Mr. Pike said, LyondellBasell expects weak
refining conditions will continue.  LyondellBasell also
anticipates seasonally weak oxyfuels margins.  LyondellBasell
further believes that olefins profitability is subject to oil
price movements and affected by industry maintenance activities.
Moreover, polymer outlook continues to remain dependent upon US
polyethylene export opportunities, he added.

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

              http://ResearchArchives.com/t/s?51a7

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


MAGNA ENTERTAINMENT: Settles with Creditors & MID, Files Plan
-------------------------------------------------------------
Magna Entertainment Corp. has filed a Chapter 11 plan of
reorganization.  MI Developments Inc. and the Official Committee
of Unsecured Creditors of MEC serve as co-proponents of the Plan.

The Plan is part of the settlement of the action commenced on
July 21, 2009 by the Committee against, among others, MID and MEC.
The settlement in principle of the action was announced by MID on
January 11, 2010.

The Plan is subject to the confirmation of the Bankruptcy Court.
MID, MEC and the Committee, among others, have entered into a
Support Agreement pursuant to which, among other things, MID and
the Committee agreed to support the Plan and  MEC agreed to seek
approval of the Disclosure Statement in the Bankruptcy Court on or
prior to March 31, 2010 and obtain confirmation of the Plan by the
Bankruptcy Court on or prior to April 30, 2010.  The Support
Agreement may be terminated if, among other things, the Bankruptcy
Court denies confirmation of the Plan.

With respect to the non-real estate related MEC assets that will
be transferred to MID as contemplated by the Plan, MID intends to
announce on or prior to the Confirmation Date certain forbearance
terms or funding limitations or other restrictions to be approved
by its Special Committee of the Board with respect to any future
investments by MID in, or loans to be made by MID in respect of,
such assets.

                       About MI Developments

MI Developments Inc. (TSX: MIM.A, MIM.B) is a real estate
operating company engaged primarily in the acquisition,
development, construction, leasing, management and ownership of a
predominantly industrial rental portfolio leased primarily to
Magna International Inc. and its automotive operating units in
North America and Europe.  MID also acquires land that it intends
to develop for mixed-use and residential projects.  MID holds a
majority equity interest in MEC, an owner and operator of horse
racetracks, and a supplier, via simulcasting, of live horseracing
content to the inter-track, off-track and account wagering
markets.

                    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: Updated Case Summary & Creditors List
-------------------------------------------------------
Debtor: Marhaba Partners Limited Partnership
        1499 Potomac
        Houston, TX 77057

Bankruptcy Case No.: 10-30227

Chapter 11 Petition Date: January 5, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtors' Counsel: Elizabeth Carol Freeman, Esq.
                  Porter & Hedges, L.L.P.
                  1000 Main Street, 36th Floor
                  Houston, TX 77002
                  Tel: (713) 226-6631
                  Fax: (713) 226-6231
                  Email: efreeman@porterhedges.com

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $50,000,001 to $100,000,000

A list of the Company's 9 largest unsecured creditors is available
for free at:

                http://bankrupt.com/misc/txsb10-30227.pdf

Debtor's List of 9 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
A&S Engineers, Inc.        Engineering Services   $36,000

Alen Boone Humphries       Legal Fees             $65,574
Robinson

Ambrose Appraisal          Appraisal Services     $7,000

Epsey Consultants, Inc.    Trade                  $134,554

Jackson Walker LLP         Legal Fees             $37,785

JAHO, Inc.                 Trade                  $294,519
c/o Christian Smith &
Jewell

Siemco Lawn                Landscaping            $6,281

Terra Associates, Inc.     Trade                  $101,000

Terracon Consultants, Inc. Consulting Services    $10,395

The petition was signed by David Lucyk.


MARK KESEL: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Mark Kesel
        59 Stratford Road
        Berkeley, CA 94707

Bankruptcy Case No.: 10-41653

Chapter 11 Petition Date: February 16, 2010

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Randall J. Newsome

Debtor's Counsel: Judith Whitman, Esq.
                  Diemer, Whitman and Cardosi
                  75 E. Santa Clara St.
                  San Jose, CA 95113
                  Tel: (408) 971-6270
                  Email: jwhitman@diemerwhitman.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 $2,645,342,
and total debts of $4,079,420.

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

             http://bankrupt.com/misc/canb10-41653.pdf

The petition was signed by Mr. Kesel.


MCZ/CENTRUM FLORIDA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: MCZ/Centrum Florida XVIII, LLC
          fdba MCZ/Centrum Florida III Owner, LLC
        1555 N. Sheffield
        Chicago, IL 60642

Bankruptcy Case No.: 10-13688

Chapter 11 Petition Date: February 16, 2010

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Debtor's Counsel: Bradley S. Shraiberg, Esq.
                  2385 NW Executive Center Dr. #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0801
                  Fax: (561) 998-0047
                  Email: bshraiberg@sfl-pa.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/flsb10-13688.pdf

The petition was signed by Arthur Slaven, managing member of the
Company.


METALDYNE CORP: PBGC Ends Dispute with Metaldyne, Gets $141M Claim
------------------------------------------------------------------
Law360 reports that the Pension Benefit Guaranty Corp., which
previously had assumed responsibility for auto parts supplier
Metaldyne Corp.'s pension plan, has received a $141.2 million
claim as part of a settlement that purportedly will pave the way
for the company's emergence from bankruptcy.

Metaldyne Corp. -- http://www.metaldyne.com/-- is a leading
global designer and supplier of metal based components, assemblies
and modules for transportation related powertrain applications
including engine, transmission/transfer case, driveline, and noise
and vibration control products to the motor vehicle industry.  The
new Metaldyne company has approximately $650 million in revenue
with 26 facilities in 12 countries.

Metaldyne was previously a wholly-owned subsidiary of Asahi Tec, a
Shizuoka, Japan-based chassis and powertrain component supplier in
the passenger car/light truck and medium/heavy truck segments.
Asahi Tec is listed on the Tokyo Stock Exchange.

Metaldyne and its affiliates filed for Chapter 11 protection on
May 27, 2009 (Bankr. S.D.N.Y. Case No. 09-13412).  The filing did
not include the company's non-U.S. entities or operations.
Richard H. Engman, Esq., at Jones Day represents the Debtors in
their restructuring efforts.  Judy A. O'Neill, Esq., at Foley &
Lardner LLP serves as conflicts counsel; Lazard Freres & Co. LLC
and AlixPartners LLP as financial advisors; and BMC Group Inc. as
claims agent.  A committee of Metaldyne creditors is represented
by Mark D. Silverschotz, Esq., and Kurt F. Gwynne, Esq., at Reed
Smith LLP, and the committee tapped Huron Consulting Services,
LLC, as its financial advisor.  For the fiscal year ended
March 29, 2009, the company recorded annual revenues of
approximately US$1.32 billion.  As of March 29, 2009, utilizing
book values, the Company had assets of US$977 million and
liabilities of $927 million.  Judge Glenn approved the sale of
substantially all assets to Carlyle Group in November 2009 for
approximately $496.5 million.


NEWPORT TELEVISION: Moody's Confirms 'Caa2' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service confirmed Newport Television Holdings
LLC's Caa2 Corporate Family Rating and changed its Probability of
Default Rating to Caa2/LD, reflecting another deemed limited
default via the exchange of Newport's former senior discount notes
(previously rated Ca) for preferred equity.  Moody's expect to
remove the "/LD" addendum designation on the PDR shortly, after
which the PDR will revert back to Caa2.  The rating outlook has
been revised to negative.  This concludes the review for possible
downgrade of the company's ratings as initiated on June 5, 2009.

Moody's has withdrawn the rating of Newport's senior discount
notes following their cancellation in August 2009 when Providence
Equity Partners exchanged all senior discount notes outstanding
for additional equity interest in the company.

The Caa2 corporate family rating continues to be driven by Moody's
expectation that average proforma net debt-to-EBITDA leverage over
political and non-political years will remain high at more than
10x and the challenges in generating positive free cash flow.  The
negative ratings outlook reflects concern that the company could
require further restructuring.  Despite substantial cost reduction
initiatives implemented in both 2008 and 2009, significant revenue
declines have resulted in negative free cash flow of more than $20
million for the nine months ended September 30, 2009.  Even with
the return of political advertising revenues in 2010 and assuming
modest growth of both local and national advertising, Moody's does
not anticipate that Newport would generate positive free cash flow
if it did not elect to continue to pay interest in kind on its
$200 million Senior PIK Toggle notes, which reduces cash interest
by approximately $26 million annually.

Moody's has taken these rating actions:

Newport Television Holdings LLC

* Corporate family rating -- Confirmed Caa2
* Probability-of-default rating -- to Caa2/LD from Caa2
* Senior Discount Notes -- to WR (rating withdrawn) from Ca

Newport Television LLC

* Senior secured credit facility (including High Plains
  Broadcasting Operating Company LLC) -- Confirmed B3 (to LGD 3,
  32% from LGD 2, 29%)

* Senior PIK Toggle Notes -- Confirmed Caa3 (to LGD 5, 86% from
  LGD 5, 79%)

The rating outlook is negative.

The last rating action was on June 5, 2009, when Moody's revised
the company's PDR to Caa2/LD from Caa2 and placed all ratings on
review for possible downgrade.  Newport's CFR and PDR were
downgraded to Caa2 from B2 on December 15, 2008.

Newport Television Holdings LLC, headquartered in Kansas City,
Missouri, owns and operates 50 television stations (including 18
digital multicast stations) in 22 markets.  The company's revenue
for the trailing twelve months ended September 30, 2009, was
$276 million.


NII HOLDINGS: To Benefit From Grupo Televisa Merger Deal
--------------------------------------------------------
Moody's Investors Service said that NII Holdings' Inc. liquidity
profile will be improved if, as expected, Grupo Televisa acquires
an equity stake in NII's Mexican operating subsidiary,
Comunicaciones Nextel de Mexico, S.A. de C.V.

The most recent rating action for NII was on December 9, 2009,
when the rating agency upgraded the company's CFR to B1 and
assigned B1 to the company's new notes.

With headquarters in Reston, Virginia, NII Holdings is an
international wireless operator with more than 7 million largely
post-pay, business subscribers.


O'CHARLEY'S INC: Moody's Gives Stable Outlook; Keeps 'B2' Rating
----------------------------------------------------------------
Moody's Investors Service revised Nashville, TN based O'Charley's,
Inc.'s rating outlook to stable from negative, while affirming its
B2 Corporate Family rating, B2 Probability of Default rating and
speculative grade liquidity rating of SGL-3.  The rating on its
$125 million senior subordinated notes due 2013 was raised to B3
from Caa1, primarily due to the capital structure change as a
result of the company's recent amended credit agreement to reduce
commitment amount to $45 million from $83 million, among other
changes.

"The revision of rating outlook reflects Moody's expectation that
the company's credit metrics will likely remain consistent with
the B2 rating in the next 12-18 months despite continued pressure
on revenues and earnings," commented Moody's analyst John Zhao.
In Moody's opinion, it's likely that, at least throughout the
first half of 2010, O'Charley's earnings would further decline due
to top line pressure, given its currently fixed cost structure and
the likely need to continuously support promotional activities.
"However, Moody's expect continued free cash flow generation and
with the amended credit agreement allowing more flexibility to buy
back the sub notes, further debt reduction is likely and would
provide some buffer to the negative impact from potential weak
earnings," added Zhao.

The affirmation of the B2 rating acknowledges the fact that the
company maintained fairly flat EBITDA in 2009 through cost cutting
and menu engineering to improve efficiency despite revenues
decline of 5%.  Further, O'Charley's suspended its annual dividend
and did not buy back any shares during the year to preserve
liquidity, a reversal from its previous more aggressive financial
policy.  These initiatives, in conjunction with significant
reduction in capital expenditure and asset sales, helped the
company generate solid free cash flow and reduce debt by
approximately $31 million during the course of 2009.

The upgrade of the subordinated notes rating to B3, reflects
better recovery prospects in a distressed scenario for the debt
holders, as a result of the considerable reduction of size of the
revolver, which is ranked senior to the subordinated notes in the
capital structure.

The affirmation of the SGL-3 rating incorporates Moody's view that
O'Charley's liquidity profile is adequate for the next twelve
months.  In spite of the revolver size reduction, the liquidity is
supported by expected positive free cash flow generation, longer
duration of the revolver and less restrictive covenants contained
in the amended credit agreement.

The Ba2 rating of the previous $83 million senior secured
revolving credit facility due 2011 was withdrawn upon the closing
of the newly-syndicated $45 million revolver due 2013 (not rated
by Moody's).

The rating action is:

Ratings affirmed:

  -- Corporate Family rating at B2
  -- Probability of Default rating at B2
  -- Speculative grade liquidity rating at SGL-3

Ratings upgraded and assessments updated:

  -- $125 million 9% senior subordinated notes due 2013 to B3
     (LGD-5, 72%) from Caa1 (LGD-5, 79%)

Rating withdrawn:

  -- senior secured revolving credit facility due 2011 at Ba2
     (LGD-2, 15%)

The ratings outlook is stable

The last rating action was on November 10, 2008, when Moody's
lowered Corporate Family and Probability of Default ratings to B2
from Ba3 with negative outlook.

O'Charley's, Inc., headquartered in Nashville Tennessee, is an
owner, operator, and franchisor of casual dining concepts that
include O'Charley's, Ninety-Nine Restaurant & Pub, and Stoney
River Legendary Steaks.  For the twelve months ending December 29,
2009, the company reported revenues of approximately $880 million.


ORBITZ WORLDWIDE: S&P Affirms 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed the ratings on online
consumer travel distributor Orbitz Worldwide Inc., including its
'B' corporate credit rating.  S&P also removed the ratings from
CreditWatch, where S&P placed them with positive implications on
Jan. 20, 2010.  On Feb. 12, 2010, S&P affirmed its ratings on
Travelport LLC, affiliates of which, together with The Blackstone
Group LP, own about 54.5% of Orbitz's common stock, and removed
the ratings from CreditWatch.  This follows Travelport's
cancelling its planned IPO and terminating its debt tender offers.
However, Orbitz's financial profile has benefited from the
addition of $100 million of equity and $50 million of cash it
received from two transactions it completed in January 2010.

"The ratings on Orbitz reflect an aggressive financial profile,
and the seasonal and cyclical nature of the travel industry," said
Standard & Poor's credit analyst Betsy R. Snyder.  "The ratings
also incorporate the company's major position in online travel
distribution and the stable cash flow this business typically
generates," she continued.  Orbitz, which is about 54.5% owned by
affiliates of Travelport and Blackstone, is a leading online
consumer travel company among a diverse group of brands that
includes Orbitz, CheapTickets, ebookers, and several others.

The outlook is stable.  S&P could raise or lower the ratings if
S&P lowers or raise the ratings on Travelport.  In addition, S&P
could lower the ratings if demand for travel weakens, resulting in
debt to EBITDA increasing to more than 5x for a sustained period.


OWENS CORNING: Show Cause Hearing on Case Closing on March 22
-------------------------------------------------------------
For lack of activity of in the lead bankruptcy case of Owens
Corning Delaware, Case No. 00-03837, Judge Judith K. Fitzgerald
of the United States Bankruptcy Court for the District of
Delaware has ordered Owens Corning to show cause why Case No. 00-
03837 should not be closed.

Judge Fitzgerald has set a hearing to consider the matter on
March 22, 2010, at 8:30 a.m.

                      About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The Company filed for Chapter 11 protection on October 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On September 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on October 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

(Owens Corning Bankruptcy News; Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000)

                          *     *     *

Fitch Ratings has initiated coverage and assigned a 'BBB-' Issuer
Default Rating (IDR) to reorganized Owens Corning (NYSE: OC).
Fitch has also assigned the following ratings:


OWENS-ILLINOIS INC: S&P Raises Corporate Credit Rating to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Owens-Illinois Inc. to 'BB+' from 'BB'
and raised all its issue-level ratings by one notch.  The outlook
is stable.

"S&P raised the ratings because S&P believes Owens-Illinois will
maintain credit measures appropriate for the new ratings,
including a funds from operations to adjusted debt ratio above
20%," said Standard & Poor's credit analyst Cynthia Werneth.  "At
year-end 2009, this ratio was close to 23%, without giving effect
to the company's cash balance of more than $800 million."

The ratings on Perrysburg, Ohio-based Owens-Illinois reflect its
satisfactory business risk profile and significant financial risk
profile.

Owens-Illinois is the world's largest manufacturer of glass
containers, with leading positions in North America, South
America, Europe, Australia, and New Zealand.  The company produces
a wide array of glass containers for beer, liquor, wine, food,
tea, fruit juices, and other non-alcoholic beverages.

The outlook is stable.  Key factors supporting the ratings include
solid long-term business prospects, relatively stable earnings and
cash flows, management's focus on ongoing productivity
improvements and cost reduction, and prudent financial policies.
S&P believes that FFO to debt will continue to exceed 20% despite
the potential for bolt-on acquisitions.  However, S&P could lower
the ratings if large acquisitions or other strategic actions cause
FFO to debt to drop below 20% for an extended period.  Because S&P
think that adjusted debt leverage is unlikely to fall below 3x or
FFO to debt to exceed 25%, S&P currently considers a further
upgrade unlikely.


PARK PLACE AT METROWEST: Case Summary & 4 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Park Place at Metrowest Phases Four and Five, Ltd.
        1768 Park Center Drive, Suite 400
        Orlando, FL 32835

Bankruptcy Case No.: 10-02342

Debtor-affiliates filing separate Chapter 11 petition October 12,
2009:

        Entity                                     Case No.
        ------                                     --------
Park Place at Metrowest Phases Six and Seven, LTD  09-15429

Debtor-affiliates filing separate Chapter 11 petition February 9,
2010:

        Entity                                     Case No.
        ------                                     --------
Park Place at Metrowest Phase Three, LTD           10-01842

Chapter 11 Petition Date: February 17, 2010

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

Debtor's Counsel: Peter N. Hill, Esq.
                  Wolff Hill McFarlin & Herron PA
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  Email: phill@whmh.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
4 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/flmb10-02342.pdf

The petition was signed by David J. Townsend.


PAUL EARNEST GUEST: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Paul Earnest Guest
        2301 Bush Street
        San Francisco, CA 94115

Bankruptcy Case No.: 10-30533

Chapter 11 Petition Date: February 17, 2010

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Ruth Elin Auerbach, Esq.
                  Law Offices of Ruth Elin Auerbach
                  711 Van Ness Ave. #440
                  San Francisco, CA 94102
                  Tel: (415) 673-0560
                  Email: attorneyruth@sbcglobal.net

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

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

According to the schedules, the Company has assets of $4,314,050,
and total debts of $3,185,000.

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

            http://bankrupt.com/misc/canb10-30533.pdf

The petition was signed by Mr. Guest.


PCAA PARENT: Files Sale-Based Chapter 11 Plan
---------------------------------------------
Michael Bathon at Bloomberg News reports that Parking Co. of
America Airports LLC filed a restructuring plan that would give
creditors the proceeds from selling virtually all its assets.

According to the report, under the Plan, secured lenders, owed
about $199.5 million, would get the proceeds related to the sale
of its underlying collateral.  No projected recovery was given.
Two other groups of secured creditors -- Chicago and RCL creditors
-- would get full payment of their $6 million in cash from the
sale of the assets pledged as their collateral.

Unsecured creditors would share "distributable value" ascribed to
the specific company units they hold a claim against.  They would
also split 25,000 of the sale proceeds, any remaining assets and
any potential lawsuits.

                         About PCAA Parent

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.


PENN TRAFFIC: Plant & Store Closings to Affect 4,142 Employees
--------------------------------------------------------------
Bob Niedt at The Post-Standard relates that Penn Traffic said that
while 4,142 employees will be affected after it issued plant- and
store-closing warning notices with the New York State Department
of Labor, most of its employees will be retain by Tops Markets.

Tops Markets acquired substantially all of the assets of Penn
Traffic for $85 million.  It also agreed to take on another
$70 million in related costs.

Syracuse, New York-based The Penn Traffic Company -- dba P&C
Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets
in Pennsylvania, upstate New York, Vermont, and New Hampshire
under the Bilo, P&C and Quality trade names.  The Company filed
for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr.
D. Delaware Case No. 09-14078).  Ann C. Cordo, Esq., and Gregory
W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist
the Company in its restructuring effort.  Donlin Recano is the
Company's claims agent.  The Company listed $150,347,730 in assets
and $136,874,394 in liabilities as of May 4, 2009.

These affiliates also filed separate Chapter 11 petition: Sunrise
Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking
Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.; P
and C Food Markets, Inc. of Vermont; and P.T. Development, LLC.


PENTON BUSINESS: Seeks Court Okay to Use GECC Cash Collateral
-------------------------------------------------------------
Penton Business Media Holdings, Inc., and its debtor-affiliates
authority from the U.S. Bankruptcy Court for the Southern District
of New York to use cash collateral until May 3, 2010.

Lisa G. Laukitis, Esq., and Brad B. Erens, Esq., at Jones Day,
explain that the Debtors need the money to fund their Chapter 11
case, to meet up to $4 million in payroll obligations, and to pay
other expenses in the ordinary course of the Debtors' businesses
that are critical to the preservation of the Debtors and their
estates in an amount not to exceed $10 million in the aggregate.

To the extent that there has been any diminution in value with
respect to the Prepetition Collateral, the Debtors will grant
General Electric Capital Corporation, as administrative agent, for
the benefit of itself and the First Lien Lenders, and to swap
counterparties, additional and replacement continuing valid,
binding, enforceable, non-avoidable, and automatically perfected
postpetition security interests in and liens on all of the
Debtors' assets.

To the extent that there has been any diminution in value in the
interests of the Second Lien Lenders in the Prepetition
Collateral, to the Second Lien Administrative Agent, for the
benefit of itself and the Second Lien Lenders, the Debtors will
grant additional and replacement continuing valid, binding,
enforceable, non-avoidable, and automatically perfected
postpetition security interests in and liens on the Collateral.

As further adequate protection of the interests of the
Administrative Agent and the Prepetition Senior Secured Creditors
in the Prepetition Collateral against any diminution in value of
the interests in the Prepetition Collateral, the Administrative
Agent and the Prepetition Senior Secured Creditors are being
granted, an allowed superpriority administrative expense claim in
each of the Cases and any Successor Cases.

The Debtors will make adequate protection payments to the
Administrative Agent in the form of (i) payments of interest on
the First Lien Obligations at the non-default rate set forth in
the First Lien Credit Documents, any fees of the Administrative
Agent and the First Lien Lenders, payable at the times specified
in the First Lien Credit Documents; (ii) ongoing payment of the
reasonable fees, costs and expenses of the Administrative Agent,
including, without limitation, the reasonable fees and expenses of
legal and other professionals retained by the Administrative
Agent; (iii) all payments when due and payable under the Secured
Swap Agreements; and (iv) break funding payments.

The Debtors will make adequate protection payments to the Second
Lien Administrative Agent in the form of ongoing payment of the
reasonable fees and expenses of legal and other professionals
retained by the Second Lien Administrative Agent.

The Debtors promise to provide the lenders monthly reports.

                       About Penton Business

Based in New York, Penton Media, Inc. -- http://www.penton.com/--
is a business-to-business media company.  It publishes and
produces 113 magazines, 96 trade shows, and 145 Web sites.  It is
a privately held company owned by MidOcean Partners and U.S.
Equity Partners II, an investment fund sponsored by Wasserstein &
Co., LP, and its co-investors.

Penton Business Media Holdings, Inc. and various affiliates filed
for Chapter 11 bankruptcy protection on February 10, 2010 (Bankr.
S.D.N.Y. Case No. 10-10689).  Lisa G. Laukitis, Esq.; Brad B.
Erens, Esq.; Robert E. Krebs, Esq.; and David A. Hall, Esq., at
Jones Day, assist the Company in its restructuring effort.
Kurtzman Carson Consultants LLC is the Company's claims agent.
The Company listed $500,000,001 to $1,000,000,000 in assets and
more than $1,000,000,000 in liabilities.

PENTON BUSINESS: Taps Jones Day as Bankruptcy Counsel
-----------------------------------------------------
Penton Business Media Holdings, Inc., et al., have sought
permission from the U.S. Bankruptcy Court for the Southern
District of New York to employ Jones Day as bankruptcy counsel,
nunc pro tunc to the Petition Date.

Jones Day will, among other things:

     (a) prepare necessary and appropriate applications, motions,
         draft orders, other pleadings, notices, schedules and
         other documents, and reviewing all financial and other
         reports to be filed in these Chapter 11 cases;

     (b) advise the Debtors concerning and preparing responses to
         applications, motions, other pleadings, notices and other
         papers that may be filed by other parties in these
         Chapter 11 cases;

     (c) advise the Debtors with respect to, and assisting in, the
         negotiation and documentation of, financing agreements
         and related transactions; and

     (d) review the nature and validity of any liens asserted
         against the Debtors' property and advising the Debtors
         concerning the enforceability of the liens.

Robert A. Profusek, a partner of Jones Day, says that the firm
will be paid based on the hourly rates of its personnel:

         Associates              $375 to $550
         Partners                $725 to $950

Mr. Profusek assures the Court that the firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

As a leading, independent, business-to-business media company,
Penton -- http://www.penton.com/-- knows business and how to
create and disseminate the vital content that moves markets.
Headquartered in New York City, the privately held company is
owned by MidOcean Partners and U.S. Equity Partners II, an
investment fund sponsored by Wasserstein & Co., LP, and its co-
investors.

Penton Business Media Holdings, Inc. -- dba Donohue Meehan
Publishing Company; Healthwell.com, Inc.; One, Inc.; PBI Media
Inc.; Penton Internet, Inc.; PMI Three, Inc.; PMI Two, Inc.;
PRIMEDIA Business Media & Magazines Inc.; PRIMEDIA Business Media
& Magazines Internet Inc.; PRIMEDIA Business Media & Magazines
Publications Inc.; Prism Business Media Inc.; Prism Business Media
Holdings Inc.; Prism Business Media Internet Inc.; Prism Business
Media Publications Inc.; Stardust.com, Inc.; Tech Conferences,
Inc. -- filed for Chapter 11 bankruptcy protection on February 10,
2010 (Bankr. S.D. N.Y. Case No. 10-10689).  Kurtzman Carson
Consultants LLC is the Company's claims agent.  The Company listed
$500,000,001 to $1,000,000,000 in assets and more than
$1,000,000,000 in liabilities.


PENTON BUSINESS: Taps Kurtzman Carson Consultants as Claims Agent
-----------------------------------------------------------------
Penton Business Media Holdings, Inc., et al., have sought
permission from the U.S. Bankruptcy Court for the Southern
District of New York to employ Kurtzman Carson Consultants LLC as
claims and noticing agent.

KCC will, among other things:

     (a) prepare and serve required notices in these Chapter 11
         cases;

     (b) assist with the production of reports, exhibits and
         schedules of information for use by the Debtors and their
         counsel or to be delivered to the Court, the Clerk's
         Office, the Office of the United States Trustee, or third
         parties;

     (c) create and maintain a public access website setting forth
         pertinent case information and allowing access to certain
         documents filed in the Debtors' Chapter 11 cases; and

     (d) assist with, among other things, solicitation and
         calculation of votes and distribution as required in
         furtherance of confirmation of plan(s) of reorganization.

KCC will be compensated based on its agreement with the Debtors.

Albert H. Kass, the Vice President of Restructuring Services for
KCC, assures the Court that the firm is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

As a leading, independent, business-to-business media company,
Penton -- http://www.penton.com/-- knows business and how to
create and disseminate the vital content that moves markets.
Headquartered in New York City, the privately held company is
owned by MidOcean Partners and U.S. Equity Partners II, an
investment fund sponsored by Wasserstein & Co., LP, and its co-
investors.

Penton Business Media Holdings, Inc. -- dba Donohue Meehan
Publishing Company; Healthwell.com, Inc.; One, Inc.; PBI Media
Inc.; Penton Internet, Inc.; PMI Three, Inc.; PMI Two, Inc.;
PRIMEDIA Business Media & Magazines Inc.; PRIMEDIA Business Media
& Magazines Internet Inc.; PRIMEDIA Business Media & Magazines
Publications Inc.; Prism Business Media Inc.; Prism Business Media
Holdings Inc.; Prism Business Media Internet Inc.; Prism Business
Media Publications Inc.; Stardust.com, Inc.; Tech Conferences,
Inc. -- filed for Chapter 11 bankruptcy protection on February 10,
2010 (Bankr. S.D. N.Y. Case No. 10-10689).  Lisa G. Laukitis,
Esq.; Brad B. Erens, Esq.; Robert E. Krebs, Esq.; and David A.
Hall, Esq., at Jones Day, assist the Company in its restructuring
effort.  Kurtzman Carson Consultants LLC is the Company's claims
agent.  The Company listed $500,000,001 to $1,000,000,000 in
assets and more than $1,000,000,000 in liabilities.


PENTON BUSINESS: Wants April 25 Deadline for Filing of Schedules
----------------------------------------------------------------
Penton Business Media Holdings, Inc., et al., have asked the U.S.
Bankruptcy Court for the Southern District of New York to extend
the deadline to file their schedules of assets and liabilities,
schedules of executor contracts and unexpired leases and
statements of financial affairs by additional 60 days until
April 25, 2010.

The Debtors say that due to the size, complexity and geographic
reach of their operations, the press of business, and the
negotiation and solicitation of votes to accept the reorganization
plan preceding the filing of the Debtors' Chapter 11 cases, they
didn't prepare their schedules and statements for filing along
with their petitions.

As a leading, independent, business-to-business media company,
Penton -- http://www.penton.com/-- knows business and how to
create and disseminate the vital content that moves markets.
Headquartered in New York City, the privately held company is
owned by MidOcean Partners and U.S. Equity Partners II, an
investment fund sponsored by Wasserstein & Co., LP, and its co-
investors.

Penton Business Media Holdings, Inc. -- dba Donohue Meehan
Publishing Company; Healthwell.com, Inc.; One, Inc.; PBI Media
Inc.; Penton Internet, Inc.; PMI Three, Inc.; PMI Two, Inc.;
PRIMEDIA Business Media & Magazines Inc.; PRIMEDIA Business Media
& Magazines Internet Inc.; PRIMEDIA Business Media & Magazines
Publications Inc.; Prism Business Media Inc.; Prism Business Media
Holdings Inc.; Prism Business Media Internet Inc.; Prism Business
Media Publications Inc.; Stardust.com, Inc.; Tech Conferences,
Inc. -- filed for Chapter 11 bankruptcy protection on February 10,
2010 (Bankr. S.D. N.Y. Case No. 10-10689).  Lisa G. Laukitis,
Esq.; Brad B. Erens, Esq.; Robert E. Krebs, Esq.; and David A.
Hall, Esq., at Jones Day, assist the Company in its restructuring
effort.  Kurtzman Carson Consultants LLC is the Company's claims
agent.  The Company listed $500,000,001 to $1,000,000,000 in
assets and more than $1,000,000,000 in liabilities.


PLANE REALTY: Case Summary & 1 Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Plane Realty, LLC
        2919 Bel Air Drive
        Las Vegas, NV 89109

Bankruptcy Case No.: 10-12480

Chapter 11 Petition Date: February 17, 2010

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

Judge: Bruce A. Markell

Debtor's Counsel: Damon K. Dias, Esq.
                  Dias Law Group, Ltd.
                  601 S. 6TH STREET
                  LAS VEGAS, NV 89101
                  Tel: (702) 380-3011
                  Email: ddias@diaslawgroup.com

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

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

The Debtor identified Clark County Treasurer with a debt claim for
$35,026 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/nvb10-12480.pdf

The petition was signed by Michael Demitrieus, managing member of
the Company.


PT ALLIANCE: Resumes Process to Sell All Assets
-----------------------------------------------
PTC Alliance is resuming efforts to complete a sale of
substantially all of the company's assets in the U.S. and the
stock of PTC Alliance's non-debtor German subsidiary, Wiederholt
GmbH.

With the benefit of guidance from the U.S. Bankruptcy Court for
the District of Delaware, PTC Alliance has publicly filed proposed
bidding procedures for a court-authorized asset sale.  Details and
dates are subject to court approval which PTC expects to be
finalized and should be forthcoming in the near future.

"While the timeline for the sale of assets has been extended, the
plan has not changed and we at PTC Alliance fully anticipate
emerging from this a stronger and more competitive supplier," said
Peter Whiting, the company's Chairman and Chief Executive Officer.
"We appreciate very much the outstanding efforts of our employees
and the overwhelming support of our customers and suppliers, as
well as the continued financial support of Black Diamond through
our debtor-in-possession financing agreement."

PTC Alliance's operations have continued business-as-usual during
the Chapter 11 cases, including full payment to suppliers for
goods and services provided since the cases commenced on
October 1, 2009.

"We have and continue to provide the highest level of service and
premier quality to all of our customers and are continuing to pay
all of our suppliers in a timely manner," Whiting said.

                       About PTC Alliance

Headquartered in Wexford, Pennsylvania, PTC Alliance Corp. makes
welded and cold drawn mechanical steel tubing and tubular shapes,
chrome-plated bar products and precision components.  The Company
and its affiliates filed for Chapter 11 protection on October 1,
2009 (Bankr. D. Del. Lead Case No. 09-13395).  The Debtors
selected Reed Smith LLP as their counsel.  PTC Alliance listed
assets between $50 million and $100 million, and debts between
$100 million and $500 million in its petition.


QUANTUM CORP: Nordea Investment Funds Reports 4.6% Stake
--------------------------------------------------------
Nordea Investment Funds S.A. disclosed that as of December 31,
2009, it may be deemed to beneficially own 9,840,259 shares or
roughly 4.6% of the common stock of Quantum Corporation.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company reported $513.6 million in total assets against
$603.5 million in total liabilities as of December 31, 2009.  The
Company recorded an accumulated deficit of $465.76 million.

                           *     *     *

As reported by the Troubled Company Reporter on July 10, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Quantum Corp. to 'B-' from 'CC'.  S&P also raised the
company's subordinated rating to 'CCC' from 'C'.  S&P has removed
all ratings from CreditWatch, where they were placed on April 3,
2009.  The outlook is negative.

The TCR said July 8, 2009, Moody's Investors Service upgraded
Quantum's corporate family rating and probability of default
rating each to B3, from Caa1 and Ca, respectively, following the
announcement that the Company has repurchased more than
$135 million of its 4.375% Convertible Subordinated Notes due
2010.  The rating outlook is positive.


QUANTUM CORP: Private Capital Management Reports 9.4% Stake
-----------------------------------------------------------
Private Capital Management, L.P., disclosed that as of January 31,
2010, it may be deemed to own 19,930,933 shares or roughly 9.4% of
the common stock of Quantum Corporation.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company reported $513.6 million in total assets against
$603.5 million in total liabilities as of December 31, 2009.  The
Company recorded an accumulated deficit of $465.76 million.

                           *     *     *

As reported by the Troubled Company Reporter on July 10, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Quantum Corp. to 'B-' from 'CC'.  S&P also raised the
company's subordinated rating to 'CCC' from 'C'.  S&P has removed
all ratings from CreditWatch, where they were placed on April 3,
2009.  The outlook is negative.

The TCR said July 8, 2009, Moody's Investors Service upgraded
Quantum's corporate family rating and probability of default
rating each to B3, from Caa1 and Ca, respectively, following the
announcement that the Company has repurchased more than
$135 million of its 4.375% Convertible Subordinated Notes due
2010.  The rating outlook is positive.


QUANTUM CORP: Renaissance Technologies Discloses 5.24% Stake
------------------------------------------------------------
Renaissance Technologies LLC disclosed that as of December 24,
2009, it may be deemed to own 11,166,500 shares or roughly 5.24%
of the common stock of Quantum Corporation.

Dr. James H. Simons, in his capacity as control person of RTC, may
also be deemed to own those shares.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company reported $513.6 million in total assets against
$603.5 million in total liabilities as of December 31, 2009.  The
Company recorded an accumulated deficit of $465.76 million.

                           *     *     *

As reported by the Troubled Company Reporter on July 10, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Quantum Corp. to 'B-' from 'CC'.  S&P also raised the
company's subordinated rating to 'CCC' from 'C'.  S&P has removed
all ratings from CreditWatch, where they were placed on April 3,
2009.  The outlook is negative.

The TCR said July 8, 2009, Moody's Investors Service upgraded
Quantum's corporate family rating and probability of default
rating each to B3, from Caa1 and Ca, respectively, following the
announcement that the Company has repurchased more than
$135 million of its 4.375% Convertible Subordinated Notes due
2010.  The rating outlook is positive.


QUANTUM CORP: Tennenbaum Capital No Longer Holds Stake
------------------------------------------------------
Tennenbaum Capital Partners, LLC, said as of December 31, 2009, it
no longer held Quantum Corporation common shares.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company reported $513.6 million in total assets against
$603.5 million in total liabilities as of December 31, 2009.  The
Company recorded an accumulated deficit of $465.76 million.

                           *     *     *

As reported by the Troubled Company Reporter on July 10, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Quantum Corp. to 'B-' from 'CC'.  S&P also raised the
company's subordinated rating to 'CCC' from 'C'.  S&P has removed
all ratings from CreditWatch, where they were placed on April 3,
2009.  The outlook is negative.

The TCR said July 8, 2009, Moody's Investors Service upgraded
Quantum's corporate family rating and probability of default
rating each to B3, from Caa1 and Ca, respectively, following the
announcement that the Company has repurchased more than
$135 million of its 4.375% Convertible Subordinated Notes due
2010.  The rating outlook is positive.


RACHEL KOSTELAC: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Joint Debtors: Rachel Kostelac
               Dominique Joseph Kostelac
               1785 Frays Mill Road
               Ruckersville, VA 22968

Bankruptcy Case No.: 10-00136

Debtor-affiliates filing separate Chapter 11 petition August 5,
2009:

        Entity                                     Case No.
        ------                                     --------
USBC-Western District of Virginia                  09-62495

Chapter 11 Petition Date: February 17, 2010

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

Debtors' Counsel: Lawrence J. Anderson, Esq.
                  Pels, Anderson L.L.C.
                  4833 Rugby Avenue, 4th Floor
                  Bethesda, MD 20814
                  Tel: (301) 986-5570
                  Email: LJA@PALLAW.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.


RANCHER ENERGY: Delays Quarterly Report Due to Chapter 11 Filing
----------------------------------------------------------------
Rancher Energy Corp. is unable to file its quarterly report for
the period ended December 31, 2009, within the prescribed time
period, as the closing of the books and the process of preparing
the Company's financial statements for the quarter has been
delayed due to the focus of the Company's resources on the
bankruptcy process.

Rancher Energy Corp., aka Rancher Energy Oil & Gas Corp., fka
Metalix, Inc., develops and produces oil in North America.
It operates three fields, including the South Glenrock B Field,
the Big Muddy Field, and the Cole Creek South Field in the Powder
River Basin, Wyoming in the Rocky Mountain region of the United
States.  The company was formerly known as Metalex Resources, Inc.
and changed its name to Rancher Energy Corp. in April 2006.
Rancher Energy Corp. was founded in 2004 and is headquartered in
Denver, Colorado.

Rancher Energy filed for Chapter 11 bankruptcy protection on
October 28, 2009 (Bankr. D. Colo. Case No. 09-32943).  Herbert A.
Delap, Esq., who has an office in Denver, Colorado, assists the
Debtor in its restructuring efforts.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


REMEDIAL CYPRUS: Files for Ch. 11; Bondholders Bid for Assets
-------------------------------------------------------------
Remedial (Cyprus) Public Company Ltd. on Wednesday filed for
chapter 11 bankruptcy protection before the U.S. Bankruptcy Court
for the Southern District of New York (Case No. 10-10782), listing
$100 million to $500 million in both assets and debt.

Lowenstein Sandler P.C. serves as bankruptcy counsel.

According to netDockets, Remedial (Cyprus) Public Company has
secured a $5 million debtor-in-possession financing facility.  The
company's board of directors "has received, reviewed and
considered a draft Asset Purchase Agreement providing for a sale
of substantially all of its assets to an entity to be formed by
the Company's secured bondholders."

According to Bob Van Voris at Bloomberg News, the bankruptcy
filing comes after the Company couldn't complete a restructuring
proposal accepted by the its secured bondholders.  Bloomberg says
the deal required Remedial to settle its two largest unsecured
claims, by Swedbank AB for $7.2 million and SEB Enskilda AB for
$2.6 million, for no more than $1.5 million.

Bloomberg relates Remedial has worked with the bondholders'
advisors to settle those unsecured claims on the required
conditions, but have not been able to reach an agreement with
Swedbank and SEB on the terms required.

Trading in the company's shares on Oslo Axess has been suspended.

Based in Limassol, Cyprus, Remedial (Cyprus) Public Company owns
and operates self-propelled jack up rigs called Elevating Support
Vessels.  The vessels facilitate offshore well intervention
activities and work-over services.


REEF SWD 2007-A: Updated Case Summary & Creditors List
------------------------------------------------------
Debtor: Reef SWD 2007-A, L.P.
        1901 N. Central Expressway, Suite 300
        Richardson, TX 75080

Bankruptcy Case No.: 10-30197

Chapter 11 Petition Date: January 5, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Cameron W. Kinvig, Esq.
                  Hunton & Williams, LLP
                  1445 Ross Avenue, Suite 3700
                  Dallas, TX 75202
                  Tel: (214) 979-2968
                  Fax: (214) 979-3963
                  Email: ckinvig@hunton.com

                  Michael Scott Held, Esq.
                  Hunton & Williams LLP
                  1445 Ross Ave., Suite 3700
                  Dallas, TX 75202-2799
                  Tel: (214) 468-3334
                  Fax: (214) 468-3599
                  Email: mheld@hunton.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/azb09-30832.pdf

The petition was signed by Michael J. Mauceli,


REFCO INC: Togut Has $6,464,000 Cash At End of December
-------------------------------------------------------
Albert Togut, the Chapter 7 Trustee overseeing the liquidation of
Refco, LLC's estate, filed with the U.S. Bankruptcy Court for the
Southern District of New York a monthly statement of cash
receipts and disbursements for the period from December 1 to 31,
2009.

The Chapter 7 Trustee reported that Refco LLC's beginning balance
in its Money Market account with JPMorgan Chase Bank, N.A.,
totaled $$47,498,000, as of December 1.

During the Reporting Period, Refco LLC received a total of
$10,000 in interest income and other receivables.  No transfers
were made, Mr. Togut noted.

Refco LLC held $6,464,000 at the end of the period.

                          Refco, LLC
          Schedule of Cash Receipts and Disbursements
      Through JPMorgan Money Market and Checking Accounts
               December 1 through December 31, 2009

Beginning Balance, December 1, 2009                  $47,498,000

RECEIPTS
Interest Income                                            9,000
Sale of Assets                                                 0
Marshalling of Excess Capital                                  0
Man Financial - Excess Capital return                          0
Membership and Clearing Deposits                               0
Other Receivables                                          1,000
                                                  -------------
   TOTAL RECEIPTS                                        10,000

TRANSFERS
Money Market Account to checking account                       0
                                                  -------------
   TOTAL TRANSFERS                                            0

DISBURSEMENTS
Operating expenses & other disbursements                 427,000
Executory contract cure payments                               0
Pursuant to payment stipulation                                0
Purchase price escrow deposit                                  0
Expected account escrow fund                                   0
Membership & clearing deposits                                 0
Payment on account of prepetition claims              31,473,000
Other disbursements                                            0

Reorganization Expenses
Attorney fees                                                 0
Trustee bond premium                                     43,000
Other professional fee                                9,101,000
                                                  -------------
   TOTAL DISBURSEMENTS                               41,044,000
                                                  -------------
Ending Balance, December 31, 2009                     $6,464,000
                                                  =============

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco was one of the largest global clearing firms for
derivatives.  The Company had operations in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


REMEDIAL (CYPRUS): Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Remedial (Cyprus) Public Company Ltd.
           dba Brufani Shipmanagement Limited
           dba Remedial Cyprus Limited
        Arch. Makarios Iii Avenue
        Fortuna Court Block B
        3105 Limassol
        Cyprus

Bankruptcy Case No.: 10-10782

Chapter 11 Petition Date: February 17, 2010

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

About the Business:

Debtors' Counsel: Kenneth A. Rosen, Esq.
                  Lowenstein Sandler, P.C.
                  65 Livingston Avenue
                  Rosaland, NJ 07068
                  Tel: (973) 597-2548
                  Fax: (973) 597-2549
                  Email: krosen@lowenstein.com

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

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

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

             http://bankrupt.com/misc/nysb10-10782.pdf

Debtor's List of 12 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Swedbank AB                Amount due on          $7,162,265
105 34 Stockholm           interest rate swap
Sweden

SEB Enskilda               Trade Debt             $2,600,000
Attn: Morten Bjonnstu
PO Box 1363
Vika, NO-0113 Oslo

Siemens Energy, Inc. Oil   Trade Debt             $653,667
& Gas
15990 N. Barkers Landing
Suite 100
Houston, TX 77079

Favelle Favco Cranes       Trade Debt             $356,252
(M) Sdn.
Lot 42, Persiaran bunga,
Tanjung 2, Senawang Ind.
Park
70400 Seremban,
Negeri Sembila

Bingham McCutchen          Trade Debt             $200,765
(London) LLP

Le Tourneau Technologies   Trade Debt             $76,739

PricewaterhouseCoopers,    Trade Debt             $41,615
Ltd.

Dixie Pipe Sales, Inc.     Trade Debt             $2,255

Higgins Supply Inc.        Trade Debt             $946

Matherne Instrumentation   Trade Debt             $282

Ameren Sales               Trade Debt             $22
International

DnB Bank ASA               Trade Debt             Unknown
Verdipapiservice
Stranden 21, 0021
Oslo, Norway


The petition was signed by Stuart Bannerman, the company's chief
financial officer.


RICHARD REMICK SMOTHERS: Case Summary & 2 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Richard Remick Smothers
        Cavanaugh & Co., LLP
        Attn: Susan Schuchat, CPA
        2381 Fruitville Road
        Sarasota, FL 34237

Bankruptcy Case No.: 10-03336

Chapter 11 Petition Date: February 17, 2010

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

Judge: Michael G. Williamson

Debtor's Counsel: R. John Cole, II, Esq.
                  46 N Washington Blvd, Suite 24
                  Sarasota, FL 34236
                  Tel: (941) 365-4055
                  Fax: (941) 365-4219
                  Email: rjc@rjcolelaw.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 $1,978,734,
and total debts of $2,708,249.

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

             http://bankrupt.com/misc/flmb10-03336.pdf

The petition was signed by Mr. Smothers.


RICKMAN INVESTMENTS: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Rickman Investments, LLC
        P.O. Box 186
        Holly Springs, GA 30142

Bankruptcy Case No.: 10-64555

Chapter 11 Petition Date: February 17, 2010

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: James Massey

Debtor's Counsel: Leslie M. Pineyro, Esq.
                  Jones and Walden, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  Email: lpineyro@joneswalden.com

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

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

According to the schedules, the Company has assets of $6,704,033,
and total debts of $6,773,279.

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

            http://bankrupt.com/misc/ganb10-64555.pdf

The petition was signed by Brian Rickman, president and manager of
the Company.


ROBERT OWEN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Robert M. Owen and Maruerite C. Owen Inter Vivos Trust
        7503 Topanga Canyon Blvd
        Canoga Park, CA 91303

Bankruptcy Case No.: 10-11703

Chapter 11 Petition Date: February 16, 2010

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Alexander Lebecki, Esq.
                  Law Offices of Alexander Lebecki
                  7437 Topanga Canyon Blvd
                  Canoga Park, CA 91303
                  Tel: (818) 340-3116
                  Fax: (818) 702-6966

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 Marguerite C. Owen.


RODNEY HYSON: Files for Chapter 11 Bankruptcy in North Carolina
---------------------------------------------------------------
Rodney Hyson Sr. and his son Rodney Hyson Jr. made a voluntary
bankruptcy filing in U.S. Bankruptcy Court for Eastern North
Carolina, listing assets of between $1 million and $10 million,
says Wayne Faulkner at Star News Online.

Mssrs. Hysons listed several creditors who have won judgment
against them.  They owe $3 million to RBC Centura in Wilmington,
$1.47 million to Miller & Long Co. Inc., $197,923 to Barker Guidry
Architects in Wilmington, and $2.77 million to James and Bridget
Chirico.  Mr. Hyson Sr. said he owes $2 million to the Internal
Revenue Services.

Rodney Hyson Sr. and Rodney Hyson Jr. are property developers in
Brunswick, North Carolina.


ROPER BROTHERS: Lester Group Acquires Taylor Brothers Lumber
------------------------------------------------------------
According to Building-Products.com, Lester Group of Martinsville,
Virginia, acquired and reopened Taylor Brothers Lumber Co., which
operates pro yards, owned by Roper Brothers Lumber Co.

Petersburg, Virginia-based Roper Brothers Lumber Company,
Incorporated, filed for Chapter 11 bankruptcy protection on
December 16, 2009 (Bankr. E.D. Va. Case No. 09-38215).
Elizabeth L. Gunn, Esq.; John C. Smith, Esq.; and Roy M. Terry,
Jr., Esq., at DurretteBradshaw, PLC, assist the Company in its
restructuring effort.  The Company listed $13,752,899 in total
assets and $16,658,187 in total debst.


SAEED BIN SARDAR: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Saeed Bin Sardar
          aka Saeed B. Sardar
          aka Saeed Sardar
          aka Shah Khan
        1387 Legend Court
        San Jose, CA 95131

Bankruptcy Case No.: 10-50017

Chapter 11 Petition Date: January 4, 2010

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Debtor's Counsel: Guy A. Odom, Jr., Esq.
                  Law Offices of Guy A. Odom Jr.
                  800 W El Camino Real #180
                  Mountain View, CA 94040
                  Tel: (650) 965-4400
                  Email: odomlawoffices@aol.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 Saeed Bin Sardar.


SAVERS INC: Moody's Assigns 'Ba3' Ratings on Senior Facilities
--------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to Savers, Inc.'s
proposed $365 million senior secured credit facilities.  The
assigned ratings are subject to the receipt and review of final
documentation and closing of a proposed refinancing transaction.
At the same time, Moody's placed all of Savers' existing ratings,
including its B2 corporate family rating, on review for possible
upgrade.

Proceeds from the proposed facilities and a portion of balance
sheet cash will be used to repay Savers' existing senior secured
term loan due 2012 and subordinated notes due 2014, and pay
related fees and expenses (the transaction).  The facilities will
consist of a $40 million revolver and $325 million term loan, both
of which will be secured by a first priority interest in the
assets of Savers and its material domestic subsidiaries and a
pledge of 65% the capital stock of all material foreign
subsidiaries.  All direct and indirect material domestic
subsidiaries will guarantee the new facilities.  The transaction,
if successful, will extend Savers' debt maturity profile by
several years.

The review for possible upgrade was triggered by Savers'
consistent operating performance and improved credit metrics
through the recent severe downturn, and will focus on the
company's ability to successfully complete the refinancing.
Should the transaction close as proposed, Moody's will likely
raise Savers' CFR to B1 with a stable outlook.  The ratings on its
existing debt would likely be confirmed and withdrawn because they
would be permanently retired.

The prospective B1 corporate family rating and stable outlook
reflect Moody's expectation for continued further operating
improvement through moderate revenue and same store sales growth,
with earnings growth supported by ongoing cost containment actions
and operating efficiencies.  The rating also reflects the
expectation that the company will continue to conservatively
manage its fiscal policy and liquidity, and will continue to pay
down debt and reduce leverage throughout the intermediate term.

Ratings assigned:

  -- Ba3 (LGD2, 27%) on the proposed senior secured revolving
     credit facility due 2015;

  -- Ba3 (LGD2, 27%) on the proposed senior secured term loan due
     2016

Ratings placed on review for possible upgrade:

  -- Corporate family rating at B2;

  -- Probability of default rating at B2;

  -- Senior secured revolving credit facility due 2012 at Ba3
     (LGD2, 27%);

  -- Senior secured term loan due 2012 at Ba3 (LGD2, 27%);

  -- Senior subordinated notes due 2014 at Caa1 (LGD5, 80%);

The last rating action on Savers was on September 26, 2006, when
Moody's assigned the company's B2 PDR.  The last opinion update
was on June 26, 2009.

Savers, Inc., is the largest thrift store chain in North America,
with fiscal 2009 net revenue of $663 million.  The company
operates 237 stores (120 stores in the United States, 111 stores
in Canada, and 6 stores in Australia).  Savers is a private
company and does not make its financial information public.


SAVERS INC: S&P Raises Corporate Credit Rating to 'B+'
------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Savers Inc. to 'B+' from 'B'.  At the same time, S&P
assigned a 'B+' rating to the proposed $365 million senior secured
credit facilities, which include a $325 million six-year term loan
and a $40 million five-year revolver.  The rating outlook is
stable.

The recovery rating on the proposed credit facilities is '3',
indicating that lenders could expect meaningful (50% to 70%)
recovery in the event of a payment default or bankruptcy.  S&P's
ratings assume the proposed transaction closes on substantially
the same terms presented to us.  S&P will review the ratings upon
receipt of final documents.  Upon closing of the proposed credit
facility, S&P expects to withdraw its ratings on the company's
existing debt, including the 'BB-' issue-level rating and '1'
recovery rating on the existing $227 million senior secured credit
facilities.  Pro forma for the proposed credit facilities, total
debt outstanding is approximately $328 million.

The rating upgrade on Bellevue, Wash.-based Savers reflects the
company's satisfactory financial performance and improved
liquidity under the proposed credit facilities, including extended
debt maturities and expanded financial covenant cushion.

The ratings reflect the thrift store operator's narrow business
and geographic focus, continued expansion plans in the less
profitable and more competitive U.S. market, potential for
merchandise sourcing difficulties if charitable donations decline,
and exposure to foreign currency exchange rates.  Savers benefits
from its relatively stable cash flows and store base, history of
positive comparable-store revenue growth, and increased consumer
frugality.

The company primarily sells used merchandise through approximately
237 retail stores in the U.S., Canada, and Australia.  With about
$663 million in sales, Savers believes it is the largest for-
profit thrift store operator in North America.  The company
primarily purchases its merchandise under agreements with its
charity partners, which solicit donations from the general public.
Savers generates approximately 98% of its sales in the U.S. and
Canada; each region accounts for about one-half of total sales.
However, S&P believes margins in Canada (where thrift stores have
gained greater acceptance) are meaningfully higher than in the
U.S. The accelerated expansion in the U.S., where S&P believes
competition is more intense, could result in margin pressure.  In
addition, while the company utilizes various hedging techniques to
partially mitigate exchange rate volatility between the Canadian
dollar and U.S. dollar, some exposure exists.  This is a risk
factor considering that substantially all of the company's
proposed debt is denominated in U.S. dollars, whereas a
substantial amount of cash flow is generated in Canadian dollars.


SECURITY BENEFIT: Fitch Puts 'CCC' Rating on Positive Watch
-----------------------------------------------------------
Fitch Ratings has placed the 'CCC' Insurer Financial Strength
ratings of Security Benefit Life Insurance Company and its
affiliate, First Security Benefit Life Insurance and Annuity
Company of New York, collectively referred to as Security Benefit,
on Rating Watch Positive.

The rating action follows yesterday's announcement that Security
Benefit Corporation, which is the intermediate holding company
that owns SBLIC and FSBLIANY, has reached a definitive agreement
to be acquired by Guggenheim Partners, LLC, and a group of
investors.  The new owners will then pursue a demutualization of
the insurance operations.  Guggenheim has served in an investment
advisory role for Security Benefit's general account since June
2009.

Fitch downgraded Security Benefit's ratings to 'CCC' on June 1,
2009, reflecting Fitch's growing concerns around a significant
deterioration in SBLIC's risk-adjusted capital and liquidity
position, as well as the company's exposure to further investment
impairments.  Fitch believes that the investment of approximately
$400 million announced by the Guggenheim-led group will serve to
enhance Security Benefit's capital position, and may lead to an
upgrade of the company's ratings following completion of the
transaction.  Fitch will also evaluate the planned capitalization
after demutualization.

Security Benefit Corporation is a Topeka, Kansas-based financial
services organization marketing fixed and variable annuities,
mutual funds, various retirement programs and administrative
services.  The primary operating company, SBLIC, reported
statutory admitted assets of $9.5 billion and capital and surplus
of $285.4 million at Sept. 30, 2009.

Fitch has placed these ratings on Rating Watch Positive:

Security Benefit Life Insurance Company

  -- IFS 'CCC';
  -- Short-term IFS 'C'.

First Security Benefit Life Insurance and Annuity Company of New
York

  -- IFS 'CCC'.


SECURITY BENEFIT: S&P Shifts CreditWatch on BB Rating to Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised the CreditWatch
status of its 'BB' counterparty credit and financial strength
ratings on Security Benefit Life Insurance Co. and its affiliate,
First Security Benefit Life Insurance and Annuity Co. of New York,
to positive from negative.

"The CreditWatch action reflects SBLIC's announcement that a
Guggenheim Partners-led investment group has entered into a
definitive agreement to acquire Security Benefit Corp. and
affiliated companies," said Standard & Poor's credit analyst
Adrian Pask.  The transaction includes:

The SBC life insurance companies, including SBLIC and FSBLIC-NYC;
SBC's asset management businesses, including Security Global
Investors and RYDEX; and se2, SBC's administrative services
provider.

"Security Benefit announced that Guggenheim will invest
approximately $400 million in SBC, and S&P believes that this
transaction will ultimately remedy a capital deficiency at SBLIC
and give SBC access to additional financial resources through
Guggenheim," said Mr. Pask.

Although limited capital constrained sales in 2009, S&P expects
that SBLIC, with fresh capital, will be able to execute on its
growth strategy in core 403(b) markets, a traditional stronghold,
in 2010.

Guggenheim has not traditionally been an owner of life insurance
companies, though it does have a strong record of managing general
account assets for SBLIC and other life insurance companies, most
notably Horace Mann and Sammons.  S&P views Guggenheim's
involvement with SBC as positive.  In addition to its asset
management expertise, Guggenheim also could offer access to
private capital and synergies between the asset management
businesses.

S&P likely will resolve the CreditWatch upon the completion of the
transaction, which is expected to occur in the second quarter of
2010.  As SBLIC is recapitalized, S&P could raise its ratings on
the company by up to four notches.  S&P views the completion of
the transaction between SBLIC and Guggenheim as likely.  However,
if it is not completed, S&P could lower its ratings on SBLIC, most
likely by one notch.


SHANNON EZELL WHITE: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Shannon Ezell White
        2710 Sable Court
        Pearland, TX 77584-9275

Bankruptcy Case No.: 10-31264

Chapter 11 Petition Date: February 16, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  Attorney at Law
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: (713) 659-1333
                  Fax: (713) 658-0334
                  Email: mccluremar@aol.com

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

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

According to the schedules, the Company has assets of $3,271,027,
and total debts of $3,120,834.

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

The petition was signed by Shannon Ezell White.


SIDWELL BROTHERS: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sidwell Brothers Partnership
          dba Sidwell Hay & Cattle
        28491 Weld County Road 64 1/2
        Gill, CO 80624

Bankruptcy Case No.: 10-12903

Chapter 11 Petition Date: February 17, 2010

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

Judge: Elizabeth E. Brown

Debtor's Counsel: Jeffrey Weinman, Esq.
                  730 17th St., Ste. 240
                  Denver, CO 80202
                  Tel: (303) 572-1010
                  Email: jweinman@epitrustee.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 18 largest unsecured creditors is
available for free at:

             http://bankrupt.com/misc/cob10-12903.pdf

The petition was signed by Jerry F. Sidwell, partner of the
company.


SIMON PROPERTY: Moody's Reviews 'C' Ratings on Senior Debt
----------------------------------------------------------
Moody's Investors Service has placed the ratings of Simon Property
Group (senior unsecured at A3) under review direction uncertain
and the ratings of General Growth Properties, Inc., and The Rouse
Company under review for possible upgrade.  This rating action
follows the announcement on February 16, 2010, by Simon that it
made a written offer to acquire General Growth Properties, Inc.,
in a fully financed transaction.  The current offer includes a
100% cash tender at 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
the Rouse bonds totaling approximately $7 billion.  General Growth
shareholders' will receive more than $9 per share of cash, Simon
common equity or other consideration.  The existing secured debt
on General Growth's portfolio will remain in place.  The
transaction would be financed through Simon's cash on hand and
credit facilities, and through equity co-investments by strategic
institutional investors.  The General Growth board had not
responded to this offer yet.

Moody's stated that this rating action reflects the possibility
that Simon's financial profile could deteriorate as a result of
the high leverage and secured debt embedded in the General Growth
portfolio.  Moody's also notes that this transaction gives Simon
ownership interests in some highly productive retail property
assets and supports Simon's competitive position in the regional
mall sector by enhancing its presence in some of its markets.

Moody's review will focus on the progress and consummation of the
proposed acquisition, the ultimate capital structure, and the
resulting corporate and legal structure.  A rating confirmation
would most likely result if Simon is able to mitigate the high
debt component in its transaction financing and the General Growth
portfolio, while maintaining sold operating performance.  A one
notch rating downgrade could occur should Simon emerge from the
transaction with a weakened long-term financial profile reflecting
an acute reversal in earnings strength, stability or competitive
position; fixed charge coverage consistently less than 2.0x; and
secured debt over 35% of gross book assets.

These ratings were placed under review direction uncertain:

* Simon Property Group, L.P.  -- Senior unsecured debt at A3;
  senior unsecured debt shelf at (P)A3.

* Simon Property Group, Inc. -- Preferred stock at Baa1; preferred
  stock shelf at (P)Baa1.

* Corporate Property Investors -- Senior debt at A3.

* CPG Partners, LP -- Senior debt at A3.

* Chelsea Property Group, Inc. -- Senior debt at A3.

These ratings were placed under review for possible upgrade:

* GGP Limited Partnership -- Senior secured bank debt at C.

* General Growth Properties, Inc. -- Senior secured bank debt at
C.

* The Rouse Company LP -- Senior unsecured debt at C.

Moody's last rating action with respect to Simon was on May 11,
2009, when its ratings were affirmed at A3, and with General
Growth was on March 19, 2009, when Moody's downgraded the ratings
on General Growth Properties, Inc., certain of its subsidiaries,
and The Rouse Company LP to C.

Simon Property Group, Inc., headquartered in Indianapolis,
Indiana, USA, is the largest retail REIT in the USA.  Simon owns,
manages, leases and develops properties, primarily regional and
super-regional malls as well as premium outlet centers.  It
currently owns or has an interest in 382 properties comprising
261 million SF of gross leaseable area in North America, Europe
and Asia.  At December 31, 2009, Simon had consolidated gross book
assets of $31.5 billion, book equity of $4.5 billion, a total
market capitalization of $53 billion, and an equity market
capitalization of $28 billion.


SITEL LLC: Moody's Assigns 'Caa' Rating on $300 Mil. Senior Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Sitel, LLC's
prospective $300 million senior unsecured notes and affirmed its
corporate family rating at B3.  Prospective for the notes
issuance, Sitel's first lien revolver and term loan ratings were
revised to B1 from B3 and probability of default rating was
revised to B3 from Caa1.  Concurrently, ratings outlook was
revised to stable from negative, reflecting an expectation of
closing of the proposed transaction.

The stable ratings outlook is contingent on execution of the
credit agreement amendment and the subsequent issuance of the $300
million senior unsecured notes to pay down revolver and partial
term debt.  Absent this amendment and refinancing, the outlook
could revert to negative, given Moody's concerns over Sitel's
covenant cushions and overall liquidity profile.  The change in
the ratings outlook to stable reflects Moody's view that the
proposed amendment of the credit agreement and the potential full
availability of its $85 million revolver will improve Sitel's
liquidity.  Moody's expects that the credit agreement amendment
will also eliminate the potential financial covenant tightness
overhang that has been constraining the company's rating outlook.

Further, Moody's believes that even though macro economic
conditions and end-market demand remain uncertain over the near
term, the company has demonstrated that it can reduce its cost
structure and improve its cash conversion cycle.  These cost
reductions have increased both its profitability and cash flow
generation in fiscal year 2009.  Moody's expects that the company
may continue to benefit from the various cost restructuring
actions it has taken recently and may see further expansion of
EBITDA and profit margins.

Moody's affirmation of Sitel's B3 rating reflects the company's
good scale, geographic and end-market diversification across
several market verticals, and good market position as a leading
call center outsourcing provider.  It also reflects the overall
favorable outlook for the outsourced service industry as
enterprise clients seek to reduce costs, as evidenced by Sitel's
recent new client wins.  Conversely, Sitel's high financial
leverage, minimal interest coverage, and modest free cash flow
generation constrain the rating, along with other elements of
business risk.  Moody's expects that Sitel's revenue will continue
to be hampered by a challenging operating environment, continued
volume erosion across several industry verticals as well as
certain customer disengagements over the near-term.

This rating was affirmed:

  -- Corporate family rating at B3

These ratings are upgraded:

  -- Probability of default rating to B3 from Caa1

  -- $85 million first lien revolving credit facility to B1 (LGD2,
     27%) from B3 (LGD3, 34%)

  -- $628 million first lien term loan to B1 (LGD2, 27%) from B3
     (LGD3, 34%)

This rating is assigned:

  -- Prospective $300 million senior unsecured notes at Caa2
     (LGD5, 81%)

The instrument ratings and the probability of default rating are
subject to closing of the transaction and Moody's final review of
the executed documents.  The first lien revolving credit facility
and term loan ratings are revised due to the proposed change in
capital structure.

The rating outlook is stable.

The previous rating action occurred on November 18, 2008, when
Moody's downgraded Sitel's rating to B3 from B2 and kept the
ratings outlook at negative.

Headquartered in Nashville, Tennessee, Sitel, LLC, is a leading
customer care and business process outsourcing vendor providing
various services including customer service, technical support,
back office services and account receivables management through a
global footprint of 140 client service sites for a variety of
customers across various industry verticals including technology,
telecommunications, retail / consumer and financial services.
Revenues for FY2009 were $1.56 billion.


SK FOODS: Former Owner and CEO Salyer Indicted in Sacramento
------------------------------------------------------------
U.S. Attorney Benjamin B. Wagner said a federal grand jury has
returned a seven-count indictment charging Frederick Scott Salyer,
54, of Pebble Beach, Calif., with violations of the Racketeer
Influenced and Corrupt Organizations Act, in connection with his
direction of various schemes to defraud SK Foods' corporate
customers through bribery and food misbranding and adulteration,
and with wire fraud and obstruction of justice.

Additionally, SK Foods former Vice President for Operations Steven
James King, 46, of Visalia, Calif., was charged this morning with
one count of food adulteration and misbranding.  He has agreed to
plead guilty and to cooperate in the ongoing investigation and
prosecution.

These cases are the product of a joint and extensive investigation
by the FBI, the IRS-Criminal Investigation, the Food and Drug
Administration Office of Criminal Investigations, and the U.S.
Department of Justice's Antitrust Division.

According to Assistant U.S. Attorney Sean C. Flynn, who is
prosecuting the case with Barbara Nelson and Richard Cohen of the
San Francisco Field Office of the Antitrust Division, between 1990
and 2008, Salyer was the owner and served as chief executive
officer of SK Foods LP, a grower, processor and distributor of
tomato products and other food products for sale nationwide.  SK
Foods declared bankruptcy in May 2009, and its assets were
purchased by the Singapore-based Olam International.

According to the indictment, SK Foods and its related corporate
entities constituted a racketeering enterprise, an organization
that Salyer directed, and other SK Foods leaders and employees
helped to further through a variety of illicit activities.  It is
alleged that over a period of 10 years, Salyer orchestrated a
number of wide-ranging schemes whereby SK Foods regularly paid
bribes to the purchasing managers of many of its customers such as
Kraft Foods Inc., Frito-Lay Inc., B&G Foods Inc., and Safeway
Inc., to ensure that those customers purchased processed tomato
products from SK Foods rather than from its competitors, and that
they purchased the product from SK Foods at elevated, above-market
prices.  The indictment alleges that some bribes were made in
order to wrongfully obtain its competitor's proprietary bid
information.

As the racketeering enterprise's leader and primary decision
maker, Salyer is also alleged to have directed a widespread
practice of selling and shipping processed tomato product that did
not meet contractual specifications, contained mold levels in
excess of the thresholds established by the FDA and was thus
unsalable domestically.  The indictment alleges that at Salyer's
direction, various individuals at SK Foods falsified both internal
and customer-bound documentation to make the product appear as if
it were legal and contractually compliant when, in fact, it was
not.

Salyer is also charged with obstructing justice by ordering the
alteration and falsification of certain SK Foods' corporate
records after the government's investigation of the company became
known.  Specifically, the indictment alleges that two weeks after
former SK Foods sales broker and Director Randall Lee Rahal
pleaded guilty to racketeering, money laundering, and antitrust
charges in December 2008, Salyer ordered certain individuals to
alter the minutes of a Dec. 14, 2007, SK Foods Board of Directors
meeting to eliminate any reference to Rahal as a director of the
company.

On Feb. 4, 2010, FBI Special Agents arrested Salyer at Kennedy
International Airport in New York City, based on a criminal
complaint charging him with 20 counts of mail and wire fraud.
According to that complaint, Salyer left the United States in
October 2009, following the guilty pleas of several employees of
SK Foods and some of its customers, intending to relocate abroad
permanently.  Salyer had instructed a subordinate to sell many of
Salyer's belongings and had transferred millions of dollars from
bank accounts formerly associated with SK Foods entities to bank
accounts in the Caribbean and Liechtenstein.  The complaint
alleged that Salyer spoke with a former SK Foods employee about
obtaining permanent residence status in Uruguay, Paraguay, Andorra
and France because he believed he would not be extradited from
these countries.  Salyer had booked a flight back to Europe the
next day, Feb. 5, 2010. Instead, Salyer made his initial
appearance before U.S. Magistrate Judge Steven Gold in Brooklyn,
N.Y., that afternoon. Judge Gold denied Salyer bail, stating that
Salyer's efforts constituted one of the "most elaborate schemes to
flee he had ever seen."

According to the charges filed against King, between 1994 and
2009, he served in a variety of positions, most recently as SK
Foods' Vice President for Operations.  In that role, he was
responsible for overseeing and managing SK Foods production
facilities in Williams and Lemoore.  He also assisted in managing
SK Foods' inventory of processed tomato and other food products,
and arranging for the shipment of those food products to SK Foods
customers.  King has agreed to plead guilty to falsifying and
directing other SK Foods employees to falsify various SK Foods'
quality control documents and to ship adulterated and misbranded
tomato product to various SK Foods customers.  He has admitted
that his actions were conducted at the express instruction and
direction of Salyer, and with the assistance of other senior
leaders and directors of SK Foods, and were intended to make it
appear to customers as if particular shipments of processed tomato
product were compliant with USDA and FDA standards, and with
customer specifications, when in fact they were not.  King is
expected to appear in U.S. District Court in Sacramento in the
near future to enter his guilty plea.

The current charges against Salyer and King are the latest in the
ongoing investigation of conduct at SK Foods. See attached chart
for details.  That investigation has not yet been concluded.

The maximum statutory penalty on racketeering charges against
Salyer is 20 years in prison, a fine of up to $250,000, and the
forfeiture of any interest, property or proceeds acquired or
maintained as a result of the racketeering activity.  The wire
fraud and obstruction charges against Salyer also are punishable
by up to 20 years in prison.  The food misbranding and
adulteration charges against King carry a three-year maximum
sentence.  The actual sentences, however, will be determined at
the discretion of the court after consideration of any applicable
statutory sentencing factors and the Federal Sentencing
Guidelines, which take into account a number of variables.

The charges are only allegations and the defendants are presumed
innocent until and unless proven guilty beyond a reasonable doubt.

SK Foods LP runs a tomato processing facility in Lemoore.  It
filed for Chapter 11 bankruptcy protection after being dropped by
its lending group.  As reported by the Troubled Company Reporter,
creditors filed an involuntary Chapter 11 petition against SK
Foods LP and affiliate RHM Supply/ Specialty Foods Inc. before the
U.S. Bankruptcy Court for the Eastern District of California.  SK
Foods had said it was preparing to file a voluntary Chapter 11
petition when the creditors initiated the involuntary case.


SKILLSOFT PLC: SSI Merger to Cue Moody's to Withdraw Debt Ratings
-----------------------------------------------------------------
Moody's Investors Service notes that SkillSoft PLC announced on
February 12, 2010, that it has reached an agreement on the terms
of a recommended acquisition of SkillSoft PLC for cash by SSI
Investments, a private company formed by funds sponsored by
Berkshire Partners LLC, Advent International Corporation and Bain
Capital Partners, LLC.  The acquisition is expected to be financed
by equity commitments made by the consortium of financial sponsors
as well as proceeds from new debt financing including a
$40 million senior secured revolving credit facility, a
$325 million senior secured term loan, and a $240 million senior
unsecured interim loan.

Once the transaction closes, Moody's believes that SkillSoft's
existing $85 million balance of senior secured term loan will be
repaid at which time, Moody's will withdraw the ratings on the
existing debt.

The most recent rating action occurred on July 29, 2008, when
Moody's upgraded SkillSoft's CFR to B1 from B2.

SkillSoft PLC is a SaaS provider of on-demand e-learning and
performance support solutions for global enterprises, government,
education and small to medium-sized businesses.  SkillSoft
Corporation is an operating subsidiary of SkillSoft PLC.  The
company's product offerings consist of an extensive set of e-
learning content offerings including business skill, IT
proficiency, and compliance courseware, a proprietary web-based
LMS, and online referenceware for business and IT books.  For the
last twelve month period ended October 31, 2009, the company's
revenues and EBITDA (Moody's adjusted) were $316 million and
$122 million, respectively.


SMURFIT-STONE: Opens European Recycling Office in Amsterdam
-----------------------------------------------------------
Smurfit-Stone Container Corporation's Recycling division
announced the opening of its European office in Rotterdam,
Netherlands.

The Rotterdam office is part of Smurfit-Stone Recycling
International, which represents the Company's recycling and waste
solutions business outside North America.

"This is an important expansion of our global activities, which
focus on identifying and implementing new and improved ways
to support our customers' international businesses," said Mike
Oswald, senior vice president and general manager of the
Company's Recycling division.

The Rotterdam location will source recovered paper in Europe for
sale in China through the Company's Shanghai office.  The material
will also be sold to Smurfit-Stone's customers elsewhere in Asia
as well as in Europe and Central and South America.

"Having an 'on-the-ground' presence in Europe will help us to
better anticipate and respond to global market conditions and
support increased material recovery efforts in Europe," Mr. Oswald
said.  "The bottom line is that this allows us to provide
the same high quality and service we are known for in North
America to our new and existing customers around the world."

Smurfit-Stone is investing in automated sort systems and focusing
on strategic partnerships with municipalities, waste haulers,
communities and environmental organizations in order to mine
deeper into the waste stream.

Smurfit-Stone operates 30 materials recovery facilities and has
sales and procurement offices in North America, Asia and
Europe.  The Company's experts provide waste management solutions
to some of the world's largest corporations.

                        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: Names Denton SVP of Business Planning & Analysis
---------------------------------------------------------------
Smurfit-Stone Container Corporation announced the promotion of
Matt Denton to senior vice president of business planning and
analysis.

"Matt's outstanding financial and strategic capabilities are an
important asset to Smurfit-Stone, and he has played a significant
role in our financial restructuring," said John Murphy, senior
vice president and chief financial officer.  "In his new role,
Matt will continue to guide our finance teams through emergence
and beyond to help achieve our long-term financial goals."

Mr. Denton joined Smurfit-Stone in 2006 as vice president of
business transformation.  In that role, he created a detailed
scaling plan for the Company?s Container division to support the
division?s capital investment and overall transformation.  He was
promoted to vice president of business planning and analysis in
2007.

Prior to joining Smurfit-Stone, Mr. Denton worked for Georgia
Pacific from 1992 to 2006, where he held positions of increasing
responsibility, including vice president of strategic sourcing for
G-P's North American consumer products and bleached pulp and paper
operations, and vice president of finance for the company's
containerboard and packaging segment and pulp division.

Mr. Denton earned his bachelor's degree in accounting from Rutgers
University.  He received his CPA license in 1991, and is a member
of the American Institute of CPAs and the New Jersey
Society of CPAs.

                        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)


SPA CHAKRA: Creditors Committee Wants Case Converted to Chapter 7
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Spa Chakra, Inc., et al., asks the U.S. Bankruptcy Court
for the Southern District of New York to convert the case to one
under Chapter 7.

Ruskin Moscou Faltischek, P.C., in behalf of the Committee, tells
the Court that the Debtors cannot bring the cases to a successful
reorganization under Chapter 11.  Permitting the Debtors to remain
in Chapter 11 for any further period will result in the systematic
diminution of the remaining resources of the estates as their
operating losses continue unabated, and secured debt and
administrative expenses, which the Debtors do not have the ability
to pay, absent substantial infusion of capital by Hercules
Technology I, LP, continue to accrue.

Ruskin Moscou adds that converting the case to Chapter 7 will cut
off the accrual of additional expenses and lead to the appointment
of an independent fiduciary who will ensure that these estates are
administered economically and that any and all causes of action
held by the Debtors are either prosecuted or, to the extent they
are meritless or of no value to the estates, abandoned.

The Committee proposes a hearing on reorganization case conversion
on February 25, 2010, at 10:00 a.m.  Objections, if any, are due
on February 22, 2010.

Spa Chakra, Inc., said it is proceeding towards a sale of
substantially all of its assets to Hercules Technology Growth
Capital.  As part of the process to successfully complete the
sale, Spa Chakra has filed for protection under Chapter 11 of the
U.S. Bankruptcy Code with the U.S. Bankruptcy Court for New York
(Bankr. S.D.N.Y. Case No. 09-17260).


SPA CHAKRA: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Spa Chakra, Inc., filed with the U.S. Bankruptcy Court for the
Southern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property               $31,855
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $13,764,081
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,474,524
                                 -----------      -----------
        TOTAL                        $31,855      $16,238,605

Spa Chakra, Inc., said it is proceeding towards a sale of
substantially all of its assets to Hercules Technology Growth
Capital.  As part of the process to successfully complete the
sale, Spa Chakra has filed for protection under Chapter 11 of the
U.S. Bankruptcy Code with the U.S. Bankruptcy Court for New York
(Bankr. S.D.N.Y. Case No. 09-17260).


STATION CASINOS: Proposes Mutual Release with Occidental
--------------------------------------------------------
Station Casinos, Inc. asks the Court to approve a mutual release
with Occidental Energy Marketing, Inc., whereby OEMI agrees to
release a $2,115,000 letter of credit it currently holds for SCI
in exchange for certain mutual releases of claims by both Parties.

The Parties entered into a certain Firm Natural Gas Services and
Sales Agreement, dated September 4, 2007, pursuant to which OEMI
delivered natural gas to nine hotel/casinos operated by SCI's non-
debtor subsidiaries.  According to the terms of the Sales
Agreement, these services terminated on October 31, 2009.

SCI provided OEMI with security for its performance under the
Sales Agreement in the form of a letter of credit in the amount of
$2,115,000.  Pursuant to prepetition agreement with Bank of
America as issuer of the LC and SCI's prepetition secured
creditors, the LC was cash collateralized by SCI in March 2009,
more than 90 days prior to the commencement of these bankruptcy
cases in July 2009.

Thomas M. Friel, executive vice president, chief accounting
officer, and treasurer of Station Casinos, Inc., said in a
declaration that although the Sales Agreement was nominally
entered into by SCI, in practice OEMI separately invoiced the nine
non-debtor subsidiaries of SCI that own the nine hotels serviced
by OEMI under the Sales Agreement.  During 2009, 108 payments were
made to OEMI affiliates Occidental Energy Marketing, Inc. and Oxy
West, LLC by the nine non-debtor subsidiaries.  All 108 payments
were directly paid by check drawn by each non-debtor subsidiary on
its own bank account and cleared using its own funds.

The Sales Agreement has expired pursuant to its terms and has been
replaced by a new agreement entered into between a non-debtor
subsidiary of SCI and another natural gas vendor.

Mr. Friel says all open invoices between OEMI and SCI's nine non-
debtor subsidiaries have been paid.  The nine hotel/casinos
serviced by the Sales Agreement received natural gas from OEMI
according the terms of the Sales Agreement.

But for SCI being a Chapter 11 debtor in the bankruptcy cases,
OEMI would be willing to return the LC to SCI undrawn.  However,
Mr. Friel avers, in light of the pending bankruptcy case of SCI,
OEMI has elected to retain the LC to protect its position in the
event that OEMI is later the subject of an action to recover any
of the payments made to OEMI.

OEMI has offered to return the LC to SCI immediately and to give
SCI a release in consideration of SCI's release of all claims
against OEMI, including any claims arising under Sections 547,
548, 549 and 550 of the Bankruptcy Code.

Return of the LC will result in the return to SCI of cash
collateral in at least the amount of the LC, thus freeing up over
$2,100,000 of currently restricted cash of SCI.

Mr. Friel says the terms of the Release are fair and extremely
beneficial to SCI's estate.  SCI holds, at best, a claim with a
value of $4685.  Absent the releases of claims, OEMI will not
release the LC prior to the expiration of the statute of
limitations on any claims SCI could have against OEMI.  By
agreeing to forego any claims, Mr. Friel relates, SCI will be able
to cancel the LC and obtain an early return of the posted cash
collateral for the LC.

The Court will convene a hearing to consider the request on
February 25, 2010 at 10:00 a.m.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Panel Wants Mapin Cox as Nevada Conflicts Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Station Casinos
Inc.'s cases seeks the Court's authority to retain Maupin, Cox &
LeGoy as its Nevada conflicts counsel in substitute for Greenberg
Traurig, nunc pro tunc to January 19, 2010.  MCL will assist Quinn
Emanuel Urquhart Oliver & Hedges, LLP, as local Nevada counsel for
the Committee.

As Nevada conflicts counsel, MCL will:

  (a) assist the Committee and its counsel, as requested, in
      matters related to the Standing Motion;

  (b) represent the Committee as local counsel in all
      proceedings before the Court or other courts of
      jurisdiction over the Debtors' Chapter 11 cases with
      respect to the Standing Motion; including, but not
      necessarily limited to, preparing or reviewing all
      motions, answers and orders necessary to protect the
      interests of the Committee in that matter and ensuring
      that the pleadings are in compliance with the Court's
      local practice and Local Rules;

  (c) assist the Committee and its professionals in
      developing legal positions and strategies with respect to
      the Standing Motion;

  (d) provide other counsel and advice as the Committee or its
      professionals may require in connection with the Standing
      Motion; and

  (e) work closely with, while taking care not to duplicate
      services of, other Committee counsel and professionals
      with respect to the Standing Motion.

Christopher D. Jaime, Esq., a shareholder of Maupin, Cox & LeGoy,
says the Committee has been assured that the services of MCL will
not be duplicative of services provided by other counsel to the
Committee and will be limited to matters related to the Standing
Motion for which GT is unable to assist the Committee as Nevada
Conflicts Counsel.

The Debtors will pay and reimburse MCL for fees and expenses
incurred while performing the services to the Committee.

MCL's current hourly rates applicable to the principal attorneys
and paraprofessionals proposed to represent the Committee in the
limited capacity are:

Professional                          Hourly Rate
------------                          -----------
Christopher D. Jaime - Shareholder        $395
Donald A. Lattin - Shareholder            $395
Karen Bernhardt - Paralegal               $150

Generally, MCL's hourly rates are:

Professional                          Hourly Rate
------------                          -----------
Shareholders                          $395 - $450
Associates                            $175 - $250
Legal Assistants / Paralegal           $95 - $150

Mr. Jaime assures the Court his Firm does not hold or represent
any interest adverse to the Committee or the Debtors' estates, and
MCL is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code, as modified by Section 11 07(b).

The Committee has sought and obtained from the Court an order to
consider its request March 1, 2010 at 2:00 p.m.  Objections to the
Application are due on February 22.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Gets Nod to Hire Lewis and Roca as Local Counsel
-----------------------------------------------------------------
Station Casinos Inc. and its units obtained from the Court
permission to employ Lewis and Roca LLP as their local counsel
nunc pro tunc to the Petition Date.

The Debtors anticipate that Lewis and Roca will render general
legal services as needed, including as to bankruptcy, financial
restructuring, corporate, tax, litigation and securities matters.
Specifically, Lewis and Roca will:

  (a) advise the Debtors of their rights, powers, and duties as
      debtors and debtors-in-possession in the continued
      management of their business and properties;

  (b) assist the Debtors in reviewing and consummating any
      transactions contemplated during the Cases;

  (c) assist the Debtors in reviewing, estimating, and resolving
      claims asserted against their estates;

  (d) commence and conduct any litigation necessary or
      appropriate to assert rights held by the Debtors or to
      defend the Debtors, protect assets of their estates, or
      otherwise further the goal of completing a successful
      reorganization;

  (e) advise the Debtors concerning actions that they might take
      to collect and recover property for the benefit of their
      estates;

  (f) prepare on behalf of the Debtors all necessary and
      appropriate applications, motions, draft orders, other
      pleadings, notices, schedules, and other documents, and
      review all financial and other reports to be filed in the
      Debtors' Chapter 11 cases;

  (g) advise the Debtors concerning, and prepare responses to,
      applications, motions, other pleadings, notices, and other
      papers that may be filed and served in the Debtors'
      Cases;

  (h) review the nature and validity of any liens asserted
      against the Debtors' property and advise the Debtors
      concerning the enforceability of the liens;

  (i) advise and assist the Debtors in connection with any
      potential asset dispositions;

  (j) advise the Debtors concerning executory contract and
      unexpired lease assumptions, assignments and rejections;

  (k) advise and assist the Debtors in connection with the
      formulation and confirmation of a plan of reorganization
      and related documents; and

  (l) perform all other necessary legal services in connection
      with the Debtors' Cases and other general corporate and
      litigation matters.

The Debtors may, from time to time, ask that Lewis and Roca
undertake specific matters beyond the scope of the
responsibilities.  Should Lewis and Roca agree, in its sole
discretion, to undertake any specific matters, the Debtors seek
authority herein to employ Lewis and Roca for those additional
matters without further order of the Court.

The Debtors will pay Lewis and Roca according to its standard
hourly rates are:

  Professional                       Hourly Rate
  ------------                       -----------
   Partners                          $360 - $575
   Counsel                                  $375
   Associates & Senior Attorneys     $290 - $345
   Legal Assistants                  $140 - $150

Before the Petition Date, the Debtors made advance payments to
Lewis and Roca totaling $150,000, of which $99,251 was applied
for prepetition fees and costs rendered in connection with the
Debtors' restructuring efforts.  The remaining retainer of
$50,748 remains unapplied and is held by Lewis and Roca.  Lewis
and Roca intends to hold the retainer for the duration of the
cases and apply the retainer against fees and expenses allowed
after submission of Lewis and Roca's final fee application with
any balance to be returned to the Debtors.

Bruce T. Beesley, Esq., a member at Lewis and Roca LLP, assures
the Court that his firm does not hold or represent any interest
adverse to the Debtors' estates.  The Debtors believe that Lewis
and Roca is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code as modified by Section 1107(b) and
that the employment of Lewis and Roca is necessary and in the
best interests of the Debtors, their estates, and their
creditors.

The Court will convene a hearing on January 25, 2010, at
10:00 a.m.  Objections are due on January 11.

Lewis and Roca LLP has an office located at 50 West Liberty
Street Suite 410, in Reno, Nevada, and can be reach at telephone
no. (775) 823-2900.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STEPHEN RIGGS III: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Stephen C. Riggs, III
        434 Captains Circle
        Destin, FL 32541-5304

Bankruptcy Case No.: 10-30236

Chapter 11 Petition Date: February 16, 2010

Court: United States Bankruptcy Court
       Northern District of Florida (Pensacola)

Debtor's Counsel: David S. Jennis, Esq.
                  Jennis Bowen & Brundage, P.L.
                  400 N. Ashley Drive, Suite 2540
                  Tampa, FL 33602
                  Tel: (813) 229-1700
                  Fax: (813) 229-1707
                  Email: djennis@jennisbowen.com

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

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

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

             http://bankrupt.com/misc/flnb10-30236.pdf

The petition was signed by Stephen C. Riggs, III.


SUNRISE SENIOR: Fidelity Reports 8.596% Equity Stake
----------------------------------------------------
Fidelity Management & Research Company in Boston, Massachusetts, a
wholly owned subsidiary of FMR LLC and an investment adviser
registered under Section 203 of the Investment Advisers Act of
1940, is the beneficial owner of 4,432,471 shares or 8.596% of the
Common Stock outstanding of Sunrise Senior Living Inc. as a result
of acting as investment adviser to various investment companies
registered under Section 8 of the Investment Company Act of 1940.

Edward C. Johnson 3d and FMR LLC, through its control of Fidelity,
and the funds each has sole power to dispose of the 4,432,471
shares owned by the Funds.

                    About Sunrise Senior

McLean, Virginia-based Sunrise Senior Living --
http://www.sunriseseniorliving.com/-- employs 40,000 people.  As
of November 9, 2009, Sunrise operated 403 communities in the
United States, Canada, Germany and the United Kingdom, with a
combined unit capacity of approximately 41,500 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.  Sunrise's senior
living services are delivered by staff trained to encourage the
independence, preserve the dignity, enable freedom of choice and
protect the privacy of residents.

At Sept. 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.


SYMBIO SOLUTIONS: Updated Case Summary & Creditors' List
--------------------------------------------------------
Debtor: Symbio Solutions, Inc.
        The Republic Center
        325 North St. Paul, Suite 4000
        Dallas, TX 75201

Bankruptcy Case No.: 10-30134

Chapter 11 Petition Date: January 4, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Joseph F. Postnikoff, Esq.
                  Goodrich Postnikoff & Albertson, LLP
                  777 Main St., Suite 1360
                  Ft. Worth, TX 76102
                  Tel: (817) 347-5261
                  Fax: (817)335-9411
                  Email: jpostnikoff@gpalaw.com

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

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

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

             http://bankrupt.com/misc/azb09-30832.pdf

The petition was signed by Ronald J. Caddell, CFO, Treasuer &
Asst. Secretary of the company.


TECK RESOURCES: S&P Puts 'BB+' Rating on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Teck Resources Ltd., including its 'BB+' long-term corporate
credit rating, on CreditWatch with positive implications.  At the
same time, S&P affirmed all ratings on the company.

"S&P's CreditWatch placement follows Teck's rapid pace of debt
reduction in the second half of 2009 from a combination of
proceeds from asset sales and improved profitability amid solid
commodity prices," said Standard & Poor's credit analyst Donald
Marleau.  "Furthermore, S&P expects that favorable commodity
prices in the near term should result in substantial operating
cash flows, enabling Teck to continue reducing debt through 2010.
The CreditWatch reflects S&P's view that the company will likely
reduce debt to a level that supports an investment-grade credit
rating in the near term," Mr. Marleau added.

Teck's operating earnings were, in S&P's view, strong in second-
half 2009, supported by rising commodity prices in that period.
Solid operating cash flows, combined with the proceeds from the
asset sales, enabled the company to reduce its reported debt
outstanding to US$7.6 billion at Dec. 31, 2009, and meaningfully
improve its financial risk profile.  Fully adjusted last 12 months
debt to EBITDA improved to about 2.4x at Dec. 31, 2009, from a
peak of 4.6x shortly after the late 2008 acquisition, and S&P
expects this metric to improve to about 2.0x after giving effect
to the divestments closed in January of this year, and the pending
sale of the Waneta Dam.

The company's key profit drivers -- the Teck Coal, Red Dog, and
Antamina mining operations -- have competitive cost profiles that
support solid cash flow and profitability at most points in the
volatile metals price cycle; nevertheless, Teck also operates
higher-cost mature assets (such as Highland Valley) that have
elevated operating leverage leading to more earnings volatility.
As such, operating cash flow generation, and the ability to
rapidly repay debt outstanding, is closely correlated to metal
prices.  Using S&P's base-case metals price assumptions, including
copper at US$2.50 per pound and zinc at 80 U.S. cents per pound,
S&P believes that Teck's ability to continue reducing debt in the
next year is good.  Although spot metallurgical coal prices are
elevated at present, there is limited visibility into the
contracted metallurgical coal prices for 2010 until negotiations
are settled in the next several months.

Standard & Poor's will resolve the CreditWatch listing once S&P
gain more insight into contracted metallurgical prices for 2010
and the sustainability of currently solid base metals prices,
which S&P believes are the key drivers for further debt reduction
in 2010.  S&P could raise its ratings on Teck by one notch in the
near term if commodities prices enable the company to reduce
reported debt to below US$6 billion, which S&P believes would
ensure midcycle fully adjusted debt to EBITDA of about 2.5x and
funds from operations to debt of more than 30%.  Further upward
rating pressure could result as Teck sustains leverage of about 2x
and FFO to debt of more than 35% on a net basis under S&P's
midcycle pricing assumptions.  S&P could affirm the rating at the
current level if commodity prices dropped unexpectedly, thereby
weakening profitability and slowing the pace of debt reduction,
limiting the company's ability to maintain leverage below 2.5x at
year-end 2010.


TED MILLER DAIRY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Ted Miller Dairy, LLC
        268-A South 500 West
        Jerome, ID 83338

Bankruptcy Case No.: 10-40200

Chapter 11 Petition Date: February 17, 2010

Court: United States Bankruptcy Court
       District of Idaho [LIVE] (Twin Falls)

Judge: Jim D. Pappas

Debtor's Counsel: Joseph M. Meier, Esq.
                  Cosho Humphrey, LLP
                  P.O. Box 9518
                  800 Park Blvd, Ste 790
                  Boise, ID 83707-9518
                  Tel: (208) 344-7811
                  Fax: (208) 338-3290
                  Email: jmeier@cosholaw.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 $8,874,386,
and total debts of $9,075,126.

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/idb10-40200.pdf

The petition was signed by Jane Ledbetter, managing member of the
Company.


TENNECO INC: S&P Raises Corporate Credit Ratings to 'B'
-------------------------------------------------------
Standard & Poor's Ratings Services said it has raised its
corporate credit and other ratings on Tenneco Inc. to 'B' from
'B-'.  The outlook is positive.

"The upgrade reflects S&P's opinion that Tenneco's credit profile
has recovered to levels consistent with the 'B' rating and that
the improvement is sustainable," said Standard & Poor's credit
analyst Lawrence Orlowski.  S&P believes light-vehicle production
in North America and Europe is starting to recover, and S&P
currently believe auto sales in North America will rebound in
2010.

The company implemented assorted restructuring initiatives and
tighter cost controls beginning in 2008 in response to falling
auto sales.  As a result, EBITDA and free cash flow rose in the
fourth quarter year over year.  Moreover, with lower fixed costs,
the company has helped stabilize its financial position and lay
the foundation for higher profitability, assuming auto demand
returns to more normal levels.

Revenue in the fourth quarter of 2009 was $1.32 billion, up 9%
from a year ago, because of higher original equipment production
in China and South America and higher North American aftermarket
sales.

Lake Forest, Illinois-based Tenneco remains highly exposed to
declining vehicle production by virtually all of its large
customers, including General Motors Co. (unrated) and Ford Motor
Co. (B-/Stable/--).  The company's geographic diversity and
business diversity have not allowed it to avoid the unfavorable
effects of auto production declines in 2008 and 2009.
Nevertheless, S&P expects U.S. light-vehicle sales to increase by
roughly 9% in 2010, to about 11.7 million units, as the global
economy responds to relaxed monetary policies and fiscal stimulus
programs and vehicle demand rebounds.  Still, S&P is concerned
about the pace of the economic recovery and light-vehicle sales in
North America during 2010.  S&P expects light-vehicle sales to
fall in Europe in 2010 as various scrapping incentives implemented
during 2009 end.

Tenneco is also launching programs with 11 commercial-vehicle
customers between the fourth quarter of 2009 and the fourth
quarter of 2011.  The company estimates that its commercial-
vehicle business will generate 15% of global OE revenue in 2011
and between 25% and 30% in 2012.  Although the commercial-vehicle
business adds to the company's revenue and business diversity, S&P
has taken a cautious stance toward the strength of commercial-
vehicle demand in North America and Europe in the near term.

S&P believes Tenneco's liquidity will be adequate for near-term
needs, based on prospects for free cash generation, cash, and
available borrowing capacity.  As of Dec. 31, 2009, the company
had $167 million in cash and $630 million in unused borrowing
capacity under its revolving credit facility that expires in March
2012.

The outlook is positive.  S&P expects demand for light vehicles to
begin recovering but remain weak by historical standards.  S&P
expects less of a recovery in commercial vehicles.  If the recent
uptick in auto demand signals a return to higher, steadier sales,
S&P would expect to see strong free cash flow and rising EBITDA
and, therefore, S&P could revisit its current rating.  For
example, S&P estimates that if the company's revenues rise 7% in
2010, with margins of more than 16.5%, Tenneco's credit profile
could support a higher rating.  To raise its corporate credit
rating, S&P would expect to see adjusted debt to EBITDA fall below
4.5x on a sustainable basis.

S&P could lower the rating if global vehicle demand began to
decline again, thereby pushing the company's leverage above 5.5x.
This could occur, for instance, if revenue declined 5% and the
gross margin fell below 15.5%.  S&P could revise the outlook back
to stable if S&P believed the company's debt to EBITDA would not
fall below 4.5x on a sustainable basis.


TERRA INDUSTRIES: Fitch Affirms 'BB' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings and
outstanding debt ratings of Terra Industries, Inc. and its
subsidiaries following Terra's announcement that it has agreed to
be acquired by Yara International ASA for $4.1 billion in cash.
After the acquisition, Terra will be renamed Yara North America.
Yara, by fertilizer tonnage sold, is roughly three times Terra's
size, yet without any production facilities in North America
(hence the acquisition).  Yara is the world's largest producer of
nitrogen based fertilizers, sells into more than 120 countries and
is approximately 36% owned by the Norwegian government.  The
transaction will require the approval of both Terra and Yara's
shareholders (as regards a common rights offering) together with
antitrust and regulatory approvals.

Yara's $41.10 all cash offer for each common share of Terra is
intended to be partially financed through a common rights offering
of $2-$2.5 billion.  Combined net leverage (net debt/estimated
2010 EBITDA) after giving effect to the lower dollar value of the
rights offering is estimated to be around 3.2 times to 3.5x.

The affirmation of Terra's ratings considers only the existing
capital structure of Terra without any explicit mechanisms of
support from Yara.  Guarantees or other forms of written credit
support from Yara would more likely than not positively influence
the IDRs and the ratings of specific debt issues by Terra and its
subsidiaries.  Conversely, use of a more aggressive capital
structure to help pay for the acquisition of Terra would
negatively influence ratings.

Some changes to Terra's capital structure are likely to occur in
the normal course of completing the acquisition.  Terra's only
significant public debt issue, $600 million of 7.75% notes due
2019, has 'put' provisions following a 'change of control' which
can also unwind the company's two secured undrawn revolving credit
facilities totaling $200 million.  Refinancing debt to accommodate
the acquisition will not impair Terra's creditworthiness.

Fitch affirms Terra and its subsidiaries' ratings:

Terra Industries

  -- IDR at 'BB'.

Terra Capital

  -- IDR at 'BB';
  -- Senior unsecured notes at 'BB';
  -- Senior secured bank credit at 'BB+'.

Terra Nitrogen, L.P.

  -- IDR at 'BB';
  -- Senior secured bank credit at 'BB+'.

The Rating Outlook is Stable.


TERRA INDUSTRIES: Moody's Reviews 'Ba3' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service placed Terra Industries Inc.'s Ba3
Corporate Family Rating and other debt ratings under review for
possible upgrade.  The review follows the announcement of the
proposed $4.1 billion friendly cash acquisition by Yara
International (senior unsecured rating Baa2).  The move to
positive reflects both Terra's possible purchase by a higher rated
company and the recognition of change of control language in
Terra's public debt such that debt may be refinanced.

The ratings have been under review -- direction uncertain since
September 25, 2009.

Yara indicated that it will fund the acquisition through an equity
placement of $2.0 -- 2.5 billion, as well as additional borrowing,
operating cash flow and, possibly, proceeds from the recently
agreed disposal of its stake in Fosfertil.

Following the period of weak operating performance in 2009, driven
by severe market downturn, Yara's Baa2 ratings are supported by
the expectation of a substantial improvement in demand for
fertilizers in 2010 that should allow the company to return to
positive RCF generation and bring financial metrics closer to the
levels that Moody's expects for the Baa2 rating.  Moody's
positively note the on-going increases in urea and nitrogen prices
from the depressed levels of 2009, as well as the current
improvement in the international trade in fertilizers, that guide
towards a stronger season for Yara in 2010.

Moody's understands that the proposed acquisition remains subject
to the approval by the shareholders of Terra Industries, as well
as several regulatory approvals, while Terra expects to close the
transaction by the end of the second quarter.

On Review -- Possible Upgrade:

Issuer: Terra Industries Inc.

  -- Probability of Default Rating, on Review Possible Upgrade,
     currently Ba3

  -- Corporate Family Rating, on Review Possible Upgrade,
     currently Ba3

Issuer: Terra Capital, Inc.

  -- Senior Unsecured Regular Bond/Debenture, on Review Possible
     Upgrade, currently B1, LGD4, 65%

Outlook Actions:

Issuer: Terra Capital, Inc.

  -- Outlook, Changed To Rating Under Review -- Possible Upgrade

Issuer: Terra Industries Inc.

  -- Outlook, Changed To Rating Under Review -- Possible Upgrade

Moody's last rating action on Terra was on October 19, 2009, when
Moody's rated Terra Capital Inc.'s proposed $600 million of senior
unsecured notes B1 and maintained ratings under review in light of
a hostile takeover bid for Terra by a competitor CF Industries
Holdings, Inc.

Terra Industries, Inc., headquartered in Sioux City, Iowa,
produces nitrogen fertilizer products including ammonia, urea,
nitrogen solutions, and ammonium nitrate.  The company has
facilities and joint ventures in the Midwestern and Southern U.S.,
Canada, Trinidad, and the United Kingdom.  Terra is the world's
largest UAN producer and controls 40% of domestic production
capacity.  Revenue for the LTM period ending September 30, 2009,
was approximately $1.9 billion.


TERRA INDUSTRIES: S&P Puts 'BB' Rating on CreditWatch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on Sioux City, Iowa-based Terra Industries Inc., including its
'BB' corporate credit rating, on CreditWatch with positive
implications.  S&P is also placing its ratings on Terra's wholly
owned subsidiary Terra Capital Inc. on CreditWatch with positive
implications.

"The rating actions follow the recent announcement by Terra
Industries that its Board of Directors has approved a definitive
merger agreement with Yara International ASA," said Standard &
Poor's credit analyst Paul Kurias.

Under the agreement, Yara (BBB/Watch Neg/A-2) plans to acquire all
outstanding shares of Terra's common stock for US$41.10 per share
in cash.  The total acquisition value including the assumption of
about $600 million in debt will be about $4.7 billion.  This
figure does not include cash on Terra's balance sheet at the time
of close.  Terra also announced that following the close of the
transaction, it will become a wholly owned subsidiary of Yara and
will be called Yara North America.

The transaction is subject to approvals by Terra's shareholders,
Yara's shareholders, as well as antitrust and other regulatory
approvals.  Yara announced that it intends to fund a portion of
the transaction through a planned US$2.0 billion-US$2.5 billion
rights offering.  On Feb. 15, 2010, S&P placed its ratings
including its corporate credit rating on Yara on CreditWatch with
negative implications.  Any downgrade on Yara is likely to be
limited to one notch.

With trailing 12-month (as of Sept. 30, 2009) sales of about
$1.9 billion, Terra produces nitrogen fertilizer at six facilities
in the U.S. and Canada, and through joint ventures in Trinidad and
Tobago and in the U.K.

The Kingdom of Norway-based Yara is the world's largest
distributor of fertilizers, and a large producer of nitrogen
fertilizer.  The government of the Kingdom of Norway
(AAA/Stable/A-1+) owns a large minority stake (36.2% at year-end
2008) in Yara, which reported revenues of Norwegian krone
61.4 billion for 2009.

Standard & Poor's will resolve the CreditWatch listing following a
review upon the completion of the proposed business combination.
S&P's review will also include an assessment of the impact of the
transaction on its ratings on Yara.  S&P's expectation based on
the announced transaction is that S&P could affirm its ratings on
Yara or lower ratings by one notch.  Terra has announced that it
expects the transaction to close in the second quarter of 2010 if
all required approvals and funding are in place as planned.

Following its review, S&P could raise its ratings on Terra and
align them with those on Yara, if the transaction as envisaged, is
successful.  S&P could only modestly raise its ratings on Terra
after a review depending on the outcome of the proposed
transaction, or affirm its ratings if the transaction does not go
ahead.


THOMAS JOHNSON: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Thomas M. Johnson, III
        P.O. Box 700
        Carlisle, PA 17013

Bankruptcy Case No.: 10-01151

Chapter 11 Petition Date: February 16, 2010

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Robert N. Opel II

Debtor's Counsel: Craig A. Diehl, Esq.
                  3464 Trindle Road
                  Camp Hill, PA 17011-4436
                  Tel: (717) 763-7613
                  Fax: (717) 763-8293
                  Email: cdiehl@cadiehllaw.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 Thomas M. Johnson, III.


THORNBURG MORTGAGE: Gets $96M for Sale of $11-Bil. Loan Portfolio
-----------------------------------------------------------------
Law360 reports that TMST Inc., formerly known as Thornburg
Mortgage Inc., has won court approval to sell off its $11 billion
mortgage-servicing portfolio to Select Portfolio Servicing Inc.
for $96 million, over objections by the plaintiffs in a securities
class action against the company.

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage, Inc., and its four affiliates filed for
Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787).
Thornburg has changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, has been tapped as
counsel.  Orrick, Herrington & Sutcliffe LLP is employed as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., have been tapped as investment
banker and financial advisor.  Protiviti Inc. has also been
engaged for financial advisory services.  KPMG LLP is the tax
consultant.  Epiq Systems, Inc., is claims and noticing agent.  In
its bankruptcy petition, Thornburg listed total assets of
$24,400,000,000 and total debts of $24,700,000,000, as of
January 31, 2009.

On October 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc. and TMST Hedging
Strategies, Inc.


TISHMAN SPEYER: LeFrak, Ross Keen on Buying Apartment Complex
-------------------------------------------------------------
The New York Post reports New York real estate mogul Richard
LeFrak says he and billionaire investor Wilbur Ross are still
interested in buying Tishman Speyer's Stuyvesant Town-Peter Cooper
Village, despite a foreclosure proceeding commenced by lenders.

"When it's right to do something we'll do something," Mr. LeFrak
told The Post in a telephone interview Tuesday.  Mr. LeFrak said
his group, which also includes New York hedge fund Centerbridge,
is holding off on negotiations until certain ownership issues are
settled.

Mr. Ross told The Post he supports a foreclosure sale, saying it
will simplify the sale process.

The Post relates holders of the defaulted $3 billion mortgage
filed suit in Manhattan's federal court, asking a judge to sell
the property in foreclosure and use the proceeds to pay off its
debts, including the loans.

According to The Post, a source close to the lenders says Tishman
never offered them a deed in lieu of foreclosure, which would have
eliminated the need to request a foreclosure sale.  One point of
contention has been an estimated $100 million transfer tax that
comes due when the property is handed over to a new owner.

The Post reports that Tishman officially declined to comment, but
a person close to the discussions said the plan to offer a deed in
lieu of a foreclosure was axed by mezzanine lenders, who are owed
some $1.4 billion on top of the $3 billion mortgage.

The Post further relates that representatives for StuyTown tenants
said they are also still interested in buying the property --
whether out of foreclosure or through direct negotiations with the
owners.  "We will be part of this process regardless of what legal
route is taken here.  The key is that it's not a long, drawn-out
process," said New York City council member Daniel Garodnick, who
has been working with the tenants' association.

As reported by the Troubled Company Reporter on February 15, 2010,
CWCapital Asset Management LLC, as debt servicer, has retained
Rose Associates Inc. as consultant to coordinate the transition of
Tishman Speyer's Stuyvesant Town/Peter Cooper Village.

CWCAM and Tishman Speyer said in a joint statement that they are
fully committed to an efficient and seamless transition of
property operations at Stuyvesant Town/Peter Cooper Village.

Rose Associates will work with Tishman Speyer to create and
implement a detailed transition plan.  As part of the creation of
this plan, Rose Associates will solicit input from residents
regarding property operations.

Tishman Speyer has assured CWCAM that it will cooperate fully with
Rose Associates, and that its current management team and
dedicated staff will work diligently to ensure that the residents
of Stuyvesant Town/Peter Cooper Village experience a smooth and
orderly transition.

As reported by the TCR on January 26, 2010, a group led by Tishman
Speyer Properties has decided to give up the Peter Cooper Village
and Stuyvesant Town apartment complex in Manhattan to its
creditors.  The decision comes after the venture between Tishman
and BlackRock Inc. defaulted on the $4.4 billion debt used to help
finance the acquisition of those properties.

The venture acquired the 56-building, 11,000-unit property for
$5.4 billion in 2006 -- the most ever paid for a single
residential property in the U.S.  The venture had been struggling
for months to restructure the debt but capitulated facing a
massive debt load and a weak New York City economy that has
undercut rents and demand for high-priced apartments.

                       About Tishman Speyer

Tishman Speyer Properties lays claim to two of the most famous
slices of the Big Apple -- New York City's Chrysler Building and
Rockefeller Center. The property company invests in, develops,
and/or operates commercial real estate.  Other well known holdings
include Berlin's Q 205 project (the first post-reunification
development in the city's center) and Chicago's Franklin Center
(one of the city's largest office properties).  The company owns
or has developed more than 115 million sq. ft. in Asia, Europe,
South America, and the US since it was founded in 1978. The
company also has projects in India, China, and Brazil, and owns
some 92,000 residential units around the world.

Stuyvesant Town-Peter Cooper Village comprises 56 multi-story
buildings, situated on 80 acres, and includes a total of 11,227
apartments.  The loan sponsors, Tishman Speyer Properties, LP and
BlackRock Realty, acquired the property with the intent of
converting rent-stabilized units to market rents as tenants
vacated the property; however, the conversion of units has since
been determined to be illegal by the New York State Court of
Appeals.  In addition to the $3 billion securitized balance,
there is an additional $1.5 billion of mezzanine debt held
outside the trust.


TREEHOUSE FOODS: Moody's Assigns 'Ba2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned first-time ratings for
TreeHouse Foods, Inc., including a Ba2 Corporate Family Rating;
Ba2 Probability of Default Rating and an SGL-2 Speculative Grade
Rating.  Moody's also assigned a Ba2 to $400 million of eight-year
senior unsecured notes being offered by TreeHouse Foods, Inc.,
pursuant to a shelf registration statement filed on February 16,
2010.  The rating outlook is stable.

The proceeds from the offering will be used to fund part of the
pending $660 million acquisition of Sturm Foods, Inc. ("Sturm")
announced by TreeHouse on December 21, 2009.  The balance of the
purchase price including transaction costs will be funded with
$100 million of new common stock and approximately $180 million of
incremental borrowing under its $600 million revolving credit
facility.

The Ba2 rating is based primarily on the company's leading
position in private label food and beverage categories; favorable
industry growth trends; and a disciplined, but active, acquisition
strategy that has caused periodic spikes in financial leverage.
The rating also takes into consideration TreeHouse's relatively
small scale compared to its packaged foods industry peers, the
highly competitive nature of the private label foods business,
modest integration risk with respect to Sturm, and the company's
willingness to use equity to fund a material portion of the
acquisition.

"The Sturm acquisition appears to be a good fit with TreeHouse's
portfolio, and is consistent with the company's proven acquisition
strategy that targets leading private label businesses in
categories with a strong branded category leader," said Brian
Weddington, Moody's senior analyst.  "The equity raised for the
Sturm transaction allows the company to sustain its leverage
within a range consistent with a Ba2 rating," added Weddington.

Proforma fiscal 2009 leverage, based on Moody's analytic
adjustments, approximates 4.1 times EBITDA, which is within the
typical range for the Ba rating category; however given
TreeHouse's relatively small size, Moody's would expect the
company to sustain somewhat stronger-than-average credit metrics
on an ongoing basis.

TreeHouse should generate sufficient cash flow to reduce debt to
below 3.5 times EBITDA within 12 months and below 3.0 times within
24 months; but given the company's acquisitive history and its
mostly-debt financing strategy, Moody's assume that the balance
sheet will likely be re-levered within Moody's rating horizon of
18-24 months.

"TreeHouse's growth-by-acquisition strategy has been effective,
but also has caused credit metric volatility, so until the company
establishes a longer track record, Moody's will remain cautious
about possible capital structure shifts in the future," added
Weddington.

TreeHouse's SGL-2 rating reflects the company's good liquidity
profile, although Moody's has some concern about the tightness of
financial covenants in its bank facility that provide less than
15% of earnings cushion.

Ratings assigned:

TreeHouse Foods, Inc.

* Corporate Family Rating at Ba2;

* Probability of Default Rating at Ba2;

* Speculative Grade Liquidity Rating at SGL-2;

* $400 million senior unsecured notes due 2018 at Ba2 (LGD-4,
  53%);

Rating outlook is stable.

Founded in 2002, TreeHouse Foods, Inc., is a leading prvate label
food manufacturer servicing primarily the retail grocery and
foodservice distribution channels.  Its products include non-dairy
powdered coffee creamer; soup; salad dressings and sauces; Mexican
sauces; jams and pie fillings; pickles and related products; and
infant feeding products.  The Sturm acquisition will add hot
cereal and the fast-growing drink mix category to its product
offering.  Proforma revenue for TreeHouse is approximately
$1.9 billion.

This is a first-time rating.


TREEHOUSE FOODS: S&P Assigns 'BB-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
corporate credit rating to Westchester, Illinois-based TreeHouse
Foods Inc.  The outlook is stable.

At the same time, S&P assigned its 'BB-' issue-level rating (same
as the corporate credit rating) to TreeHouse's proposed
$400 million senior unsecured notes due 2018.  The recovery rating
on the notes is '3', indicating S&P's expectation of meaningful
(50%-70%) recovery in the event of a payment default.  The company
will use proceeds to partially fund the acquisition of Sturm Foods
Inc.  Pro forma for the debt incurred with the acquisition, S&P
estimates TreeHouse would have about $985 million in total debt
outstanding at Dec. 31, 2009.

Standard & Poor's also assigned its preliminary 'BB-' senior
unsecured debt, preliminary 'B' subordinated debt, and preliminary
'B-' preferred stock ratings to TreeHouse's well-known seasoned
issuer (WKSI) shelf registration.  Net proceeds are expected to be
used for working capital and other general corporate purposes,
including acquisitions, repayment or refinancing of debt and other
business opportunities.  The net proceeds from the sale of
securities may be invested temporarily until they are used for
their stated purpose.

"The ratings on TreeHouse reflect the company's relatively diverse
shelf-stable food product portfolio and leading position within
several private-label food categories, although its geographical
diversification is limited," said Standard & Poor's credit analyst
Alison Sullivan.  "TreeHouse's aggressive financial profile
reflects its moderate debt levels and active acquisition
strategy."

TreeHouse is the largest supplier of various private-label
products in the U.S., including powdered non-dairy creamer,
condensed soup, dressings, sauces, and pickles.  Soup and infant
feeding, non-dairy powdered creamer and pickles represented 65% of
TreeHouse's sales in fiscal 2009, although S&P believes
concentration will be reduced to about 53% of sales following the
pending acquisition of Sturm Foods.  TreeHouse competes with other
private-label companies, as well as certain divisions of branded
manufacturers including Nestle SA, Campbell Soup Co., Kraft Foods
Inc., and PepsiCo Inc.'s Quaker business.  Because of the weak
economy, S&P believes private-label products have been benefiting
from consumers eating at home more frequently and trading down
from more expensive branded products.  In addition, private-label
products are attractive to retailers because they often offer
higher retailer margins than branded alternatives.  TreeHouse has
some customer concentration, with Wal-Mart accounting for 14.4% of
fiscal 2009 sales, which TreeHouse expects will increase to about
20% of sales, following the acquisition of Sturm Foods.

S&P expects TreeHouse will apply its free cash flow to debt
reduction, in the absence of small, tuck-in acquisitions, and
improve margins following the Sturm acquisition.  S&P could
consider an upgrade if operating performance continues to improve,
and leverage is sustained below 3x.  For example, this could occur
in a scenario of 25% revenue growth and 350 basis point expansion
in EBITDA margins, and applying excess cash flow to debt
reduction.  S&P could consider a downgrade if performance
deteriorates and/or financial policy becomes more aggressive,
resulting in weaker credit measures and liquidity.  An increase in
leverage to about 4.5x could result in a downgrade.  S&P estimates
this could occur in a scenario of low double-digit sales growth,
flat margins relative to 2009, and debt remains near pro forma
levels.


TRI-STATE FINANCIAL: No Binding Settlement in Bankruptcy
--------------------------------------------------------
A federal appeals court has overturned a lower court's validation
of an agreement Tri-State Financial LLC made during its bankruptcy
proceedings to pay American Prairie Construction Co. $2.5 million
in exchange for its claims and interests in Tri-State's defunct
ethanol plant, according to Law360.

Tri-State Financial LLC, owner of the North Country Ethanol plant
near Rosholt, South Dakota, filed a Chapter 11 petition on Nov. 21
in Omaha, Nebraska.

The company listed assets of $35 million and debt totaling $27
million. Centris Federal Credit Union holds a secured claim
aggregating $19.6 million.


TROPICANA ENTERTAINMENT: Las Vegas Names Mun as Marketing VP
------------------------------------------------------------
Tropicana Las Vegas Inc. President Thomas McCartney announced the
appointment of Cynthia Mun as Vice President of Marketing for
Tropicana Las Vegas.

"We are thrilled to have Cynthia join the Tropicana Las Vegas
team," said President Thomas McCartney.  "Cynthia's strong passion
for the revitalization of Tropicana Las Vegas, combined with her
extensive knowledge of marketing and product development as well
as her hospitality industry experience, make her the ideal person
to lead the marketing efforts as we reintroduce this legendary
landmark to Las Vegas and the world."

Ms. Mun is responsible for overseeing all aspects of marketing for
the property's $125,000,000 restoration and rebranding that
includes all guest rooms and suites, the casino, the pool area,
restaurants and bars, nightlife, and conference center.

"It is a rare opportunity to be able to transform a legendary
brand like Tropicana Las Vegas," said Ms. Mun.  "I am excited to
be part of a great team of experts who not only understand what
the modern-day Tropicana guest is seeking in a destination
product, but who also are making a commitment to exceeding guests'
expectations in delivering the experience."

Ms. Mun has two decades of experience in strategic and product
marketing.  Most recently, she served as Executive Director of
Business Insights and Strategy at MGM Mirage where she was
responsible for creating and overseeing a research and strategy
department that supported 22 entities within the MGM Mirage
portfolio.  Prior to joining the MGM Mirage team, Ms. Mun acted as
Leader of New Product Development at D&B where she led the
development of new products and services for the $280,000,000
Small Business division.  She was also the Co-Founder of BigTribe
Corporation, a wireless technology company based in San Francisco,
Senior Vice President for online music personalization and
recognition service Pandora.com, and Director of Product Marketing
and Management for Gemstar TV Guide International, where she led
the strategic market development and launch of the first
electronic book.

Ms. Mun graduated with a B.A. from Yale University where she
studied both molecular biophysics and biochemistry, and fine
arts.  She also has completed Harvard Business School's Leadership
and Strategy programs, has worked with marketing guru Geoffrey
Moore's Chasm Group and has attended the Le Cordon
Bleu/California Culinary Academy.

                   About Tropicana Las Vegas

Nestled in the heart of the famed Las Vegas Strip, Tropicana Las
Vegas is a true Las Vegas landmark.  The historic property is
currently transforming itself into a vibrant, South Beach, Miami
themed escape.  The revitalized Tropicana Las Vegas will feature
a fresh resort atmosphere, bright tropical colors and a sizzling
nightlife scene.  Construction is scheduled for completion in
2010 and includes the redesign of every hotel room and suite, the
casino, the world-famous pool area, several new restaurants,
bars, a new poker room, a new race and sports book, and
nightclub.  For additional information on events, amenities or
availability call 702-739-2222 or visit http://troplv.com

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  A group of Tropicana entities, known as the
LandCo Debtors, which own Tropicana casino property in Las Vegas,
have obtained approval of a separate Chapter 11 plan.

On April 29, 2009, non-debtor units of the OpCo Debtors,
designated as the New Jersey Debtors -- Adamar of New Jersey,
Inc., and its affiliate, Manchester Mall, Inc. -- filed for
Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate
a sale of the Atlantic City Resort and Casino to a group of
Investors-led by Carl Icahn.   Judge Judith H. Wizmur presides
over the cases.  Manchester Mall is a wholly owned subsidiary of
Adamar that owns and operates certain real property utilized in
the New Jersey Debtors' business operations.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TRUMP ENTERTAINMENT: Trumps Can Vote on Icahn's Buyout Plan
-----------------------------------------------------------
Donald Wittkowski at Press of Atlantic City says a federal
bankruptcy judge ruled that Donald Trump and his daughter, Ivanka,
may vote on Carl Icahn's buyout plan for Trump Entertainment
Resorts Inc. because they are major creditors.  The Trumps have
filed $100 million in claims for the use of their name and images
by the three Atlantic casinos -- Trump Taj Mahal Casino Resort,
Trump Plaza Hotel and Casino and Trump Marina Hotel Casino.

According to the Troubled Company Reporter on Feb. 12, 2010, a
hearing to consider confirmation of the Plans is scheduled for
February 23, 2010, at 9:00 a.m. (prevailing Eastern Time.)

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


TSAFRIR AVIEZER: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Tsafrir Aviezer
                 aka Jeff Aviezer
               Maritza Aviezer
                 aka Herran Santiago Libertad
               27934 Blythedale Rd.
               Agoura Hills, CA 91301

Bankruptcy Case No.: 10-11670

Chapter 11 Petition Date: February 16, 2010

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtors' Counsel: M Jonathan Hayes, Esq.
                  Law Office of M Jonathan Hayes
                  9700 Reseda Bl., Ste201
                  Northridge, CA 91324
                  Tel: (818) 882-5600
                  Fax: (818) 882-5610
                  Email: jhayes@polarisnet.net

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

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

A full-text copy of the Debtors' petition, including a list of
their 17 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cacb10-11670.pdf

The petition was signed by the Joint Debtors.


TXCO RESOURCES: Albert S. Conly Elected President & Sole Director
-----------------------------------------------------------------
TXCO Resources Inc.'s Chapter 11 plan became effective on February
11, 2010.

As of the Effective Date, each of James E. Sigmon, Alan L. Edgar,
Dennis B. Fitzpatrick, J. Michael Muckleroy, Michael J. Pint,
Jacob Roorda, and Anthony Tripodo resigned as directors of the
Company.  As of the Effective Date, Albert S. Conly was elected as
the sole director of the Company.

As of the Effective Date, each of James E. Sigmon, the Company's
Chief Executive Officer and Chairman of the Board, Gary S.
Grinsfelder, the Company's President, M. Frank Russell, the
Company's Vice President, Secretary and General Counsel, and
Richard A. Sartor, the Company's Controller, Principal Accounting
Officer and Assistant Secretary, resigned as officers of the
Company.

As of the Effective Date, Albert S. Conly was elected as the
President and Secretary of the Company.  Mr. Conly will serve as
the Company's new principal executive officer, principal financial
officer, principal accounting officer, and principal operating
officer.  Mr. Conly, age 55, is a Senior Managing Director at FTI
Consulting, which serves as the Company's disbursing agent
pursuant to the terms of the Plan.  Mr. Conly specializes in
providing restructuring, turnaround and interim management
consulting services to investors, lenders and owners of distressed
companies in a variety of industries.

On February 11, 2010, the Company filed an Amended and Restated
Certificate of Incorporation of the Company with the Secretary of
State of the State of Delaware to effect certain changes to the
corporate structure of the Company contemplated by the Plan,
including, among other things, changing the Company's name to
Reorganized TXCO, Inc.

On the Effective Date, the Company adopted Amended and Restated
Bylaws of the Company to effect certain changes to the corporate
structure of the Company contemplated by the Plan.

A copy of the Amended and Restated Certificate of Incorporation is
available at no charge at http://researcharchives.com/t/s?5367

A copy of the Amended and Restated Bylaws is available at no
charge at http://researcharchives.com/t/s?5368

                      About TXCO Resources

TXCO Resources Inc. is an independent oil and natural gas
enterprise with interests in the Maverick Basin of Southwest
Texas, the Fort Trinidad area of East Texas, the onshore Gulf
Coast region and the Marfa Basin of Texas, the Midcontinent region
of Western Oklahoma and willow Gulf of Mexico waters.  The
Company's business strategy is to acquire undeveloped mineral
interests and internally develop a multi-year drilling inventory
through the use of advanced technologies, such as 3-D seismic and
horizontal drilling.  The Company accounts for its oil and natural
gas operations under the successful efforts method of accounting
and trade its common stock under the symbol "TXCOQ.pk."

The Company and its subsidiaries filed for Chapter 11 protection
on May 17, 2009 (Bankr. W.D. Tex. Case No. 09-51807).  The Debtors
hired Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at
Cox Smith Matthews Incorporated, as general restructuring counsel;
Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts
counsel; Albert S. Conly as chief restructuring officer and FTI
Consulting Inc. as financial advisor; Goldman, Sachs & Co. as
financial advisor for assets sale; Global Hunter Securities, LLC,
as financial advisors and investment bankers; and Administar
Services Group LLC as claims agent.  Gardere Wynne Sewell LLP
represents the Committee.


UNO RESTAURANT: Reaches Pact with Unsecured Creditors
-----------------------------------------------------
Don Jeffrey at Bloomberg News reports that Uno Restaurant Holdings
Corp. received final approval from the Bankruptcy Court for
$52 million in financing after reaching an agreement with
unsecured creditors.

Under the deal, the Official Committee of Unsecured Creditors
agreed that its constituents will receive 10% on their claims,
compared with nothing in the previous plan.  The payment to
general unsecured creditors is capped at $1.75 million.  General
unsecured claims amounted to between $10 million and $12.5
million.

The Creditors Committee had objected to the proposed financing.

The DIP lenders have committed to provide (a) up to $25 million in
aggregate maximum principal amount of revolving commitments,
including letter of credit and swingline loan commitments, with a
sublimit for letters of credit of $20 million, and (b) up to
$27 million in aggregate principal amount of term loan
commitments.

Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, the
attorney for the Debtors, explain that the Debtors need the money
for: (1) payment in full of the Prepetition Obligations,
(2) working capital, letters of credit, and other general
corporate purposes, (3) permitted payment of costs of
administration of the cases, (4) payment of fees and expenses due
under the DIP Facility, (5) payment of any authorized Adequate
Protection Payments, and (6) payment of such prepetition expenses,
in addition to the Prepetition Obligations permitted to be so paid
in accordance with the consents required under the DIP Documents,
and as approved by the Court.

A full-text copy of the DIP financing agreement and the budget is
available for free at:

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

The DIP Agent is represented by Bingham McCutchen LLP.

                       About Uno Restaurant

Boston, Massachusetts-based Uno Restaurant Holdings Corporation --
http://www.unos.com/-- includes 179 company-owned and franchised
full-service Uno Chicago Grill units located in 28 states, the
District of Columbia, Puerto Rico, South Korea, the United Arab
Emirates, Honduras, Kuwait, and Saudi Arabia.  The company also
operates a fast casual concept called Uno Due Go(R), a quick serve
concept called Uno Express, and a consumer foods division which
supplies airlines, movie theaters, hotels, airports, travel
plazas, schools and supermarkets with both frozen and refrigerated
private-label foods and branded Uno products.

The Company and 152 affiliates filed for Chapter 11 bankruptcy
protection on January 20, 2010 (Bankr. S.D.N.Y. Lead Case No.
10-10209).  The Company listed $100,000,001 to $500,000,000 in
assets and $100,000,001 to $500,000,000 in liabilities.


UNO RESTAURANT: Wants Friedman Kaplan to Handle GE Capital Matters
------------------------------------------------------------------
Uno Restaurant Holdings Corp. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York for
authority to employ Friedman Kaplan Seiler & Adelman LLP as
special counsel.

FKSA will, among other things:

   a) provide legal advice with respect to matters and issues
      involving GE Capital Franchise Finance Corporation,
      including the leases affected by GE's rights or interests;

   b) provide legal advice with respect to certain of the Debtors'
      real property leases and other matters as the Debtors may
      request in circumstances where main Chapter 11 counsel will
      be unable to represent;

   c) prepare necessary applications, motions, answers, orders,
      reports and other legal papers on behalf of the Debtors.

FKSA intends to work with the Debtors' general Chapter 11 counsel,
Weil, Gotshal & Manges LLP, to avoid duplicative services.

William P. Weintraub, member of FKSA, tells the Court that on
January 14, 2010, FKSA received a $30,000 retainer.  After
application of fees and expenses, the retainer balance is $21,325.

The principal attorneys and paralegals designated to represent the
Debtors and their standard hourly rates are:

     William P. Weintraub                 $850
     Eamonn O'Hagan                       $435
     Gregory W. Fox                       $390
     Sasha Martin                         $160

Other attorneys and paralegals may from time to time serve the
Debtors in connection with the Chapter 11 matters.

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

Mr. Weintraub can be reached at:

      Friedman Kaplan Seiler & Adelman LLP
      1633 Broadway
      New York, NY 10019-6708
      Tel: (212) 833-1100
      Fax: (212) 833-1250

The Debtors propose a hearing on FKSA's employment on March 1,
2010, at 2:00 p.m. (prevailing Eastern Time.)  Objections, if any,
are due on February 22, 2010, at 4:00 p.m. (ET.)

                       About Uno Restaurant

Boston, Massachusetts-based Uno Restaurant Holdings Corporation --
http://www.unos.com/-- includes 179 company-owned and franchised
full-service Uno Chicago Grill units located in 28 states, the
District of Columbia, Puerto Rico, South Korea, the United Arab
Emirates, Honduras, Kuwait, and Saudi Arabia.  The company also
operates a fast casual concept called Uno Due Go(R), a quick serve
concept called Uno Express, and a consumer foods division which
supplies airlines, movie theaters, hotels, airports, travel
plazas, schools and supermarkets with both frozen and refrigerated
private-label foods and branded Uno products.

The Company and 152 affiliates filed for Chapter 11 bankruptcy
protection on January 20, 2010 (Bankr. S.D.N.Y. Lead Case No.
10-10209).  The Company listed $100,000,001 to $500,000,000 in
assets and $100,000,001 to $500,000,000 in liabilities.


UNO RESTAURANT: Taps Weil Gotshal to Handle Reorganization Case
---------------------------------------------------------------
Uno Restaurant Holdings Corp. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York for
authority to employ Weil, Gotshal & Manges LLP as counsel.

WG&M will:

   a. prepare on behalf of the Debtors, as debtors-in-possession,
      all necessary motions, applications, answers, orders,
      reports, and other papers in connection with the
      administration of the Debtors' estates;

   b. take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      the Debtors' behalf, the defense of any actions commenced
      against the Debtors, the negotiation of disputes in which
      the Debtors are involved, and the preparation of objections
      to claims filed against the Debtors' estates;

   c. take all necessary actions in connection with a plan of
      reorganization and related disclosure statement and all
      related documents, and further actions as may be required in
      connection with the administration of the Debtors' estates;
      and

   d. perform all other necessary legal services in connection
      with the prosecution of these Chapter 11 cases.

The Debtors also ask the Court to authorize the employment of
Friedman Kaplan Seiler & Adelman LLP, as general conflicts
counsel.  WG&M advised the Debtors that it intends to monitor
carefully and coordinate with FKSA and the other professionals
retained by the Debtors to prevent duplication of effort, whenever
possible.

Joseph H. Smolinsky, Esq., a member of WG&M, tells the Court that
WG&M received a $2,767,000 retainer for services and expenses
incurred, and as advance payments to cover an estimate for the
period through the commencement date.  After application of fees
and expenses, WG&M estimates that the remaining balance is
$200,000.

The hourly rates of WG&M's personnel are:

     Members and Counsel              $725 - $990
     Associates                       $395 - $695
     Paraprofessionals                 $70 - $310

Mr. Smolinsky assures the Court that WG&M is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Smolinsky can be reached at:

     Weil, Gotshal & Manges LLP
     767 Fifth Avenue
     New York, NY 10153
     Tel: (212) 310-8000
     Fax: (212) 310-8007

The Debtors propose a hearing on Weil Gotshal's employment on
March 1, 2010, at 2:00 p.m. (prevailing Eastern Time.)
Objections, if any, are due on February 22, 2010, at 4:00 p.m.
(ET.)

                       About Uno Restaurant

Boston, Massachusetts-based Uno Restaurant Holdings Corporation --
http://www.unos.com/-- includes 179 company-owned and franchised
full-service Uno Chicago Grill units located in 28 states, the
District of Columbia, Puerto Rico, South Korea, the United Arab
Emirates, Honduras, Kuwait, and Saudi Arabia.  The company also
operates a fast casual concept called Uno Due Go(R), a quick serve
concept called Uno Express, and a consumer foods division which
supplies airlines, movie theaters, hotels, airports, travel
plazas, schools and supermarkets with both frozen and refrigerated
private-label foods and branded Uno products.

The Company and 152 affiliates filed for Chapter 11 bankruptcy
protection on January 20, 2010 (Bankr. S.D.N.Y. Lead Case No.
10-10209).  The Company listed $100,000,001 to $500,000,000 in
assets and $100,000,001 to $500,000,000 in liabilities.


UNO RESTAURANT: Proposes CRG Partners as Restructuring Advisor
--------------------------------------------------------------
Uno Restaurant Holdings Corp. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York for
authority to employ CRG Partners Group LLC as restructuring
advisor.

CRG will, among other things:

   a) assist the Debtors in the preparation of supporting
      information for first day motions;

   b) assist in generation of the necessary information and direct
      preparation of the Debtors' schedules of assets and
      liabilities and statements of financial affairs as required
      by the Court; and

   c) prepare the necessary stakeholder summary schedules
      (matrices) for the purposes of notification.

Michael J. Epstein, a managing partner of CRG, tells the Court
that CRG received a $48,607 retainer for services, fees and
expenses.

Mr. Epstein also relates that CRG's personnel hourly rates range
from $175 to 650 depending upon the seniority of the staff member
assigned to the project.

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

The Debtors propose a hearing on CRG Partners' employment on
March 1, 2010, at 2:00 p.m. (prevailing Eastern Time.)
Objections, if any, are due on  February 22, 2010, at 4:00 p.m.
(ET.)

                       About Uno Restaurant

Boston, Massachusetts-based Uno Restaurant Holdings Corporation --
http://www.unos.com/-- includes 179 company-owned and franchised
full-service Uno Chicago Grill units located in 28 states, the
District of Columbia, Puerto Rico, South Korea, the United Arab
Emirates, Honduras, Kuwait, and Saudi Arabia.  The company also
operates a fast casual concept called Uno Due Go(R), a quick serve
concept called Uno Express, and a consumer foods division which
supplies airlines, movie theaters, hotels, airports, travel
plazas, schools and supermarkets with both frozen and refrigerated
private-label foods and branded Uno products.

The Company and 152 affiliates filed for Chapter 11 bankruptcy
protection on January 20, 2010 (Bankr. S.D.N.Y. Lead Case No.
10-10209).  Weil, Gotshal & Manges LLP assist the Debtors in their
restructuring effort.  The Company listed $100,000,001 to
$500,000,000 in assets and $100,000,001 to $500,000,000 in
liabilities.


VINEYARD COMPLEX: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: The Vineyard Complex, LLC
        51 Forest Road
        Suite 316-90
        Monroe, NY 10950

Bankruptcy Case No.: 10-35017

Chapter 11 Petition Date: January 5, 2010

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

Debtor's Counsel: Ted T. Mozes, Esq.
                  16 Gladwyne Court
                  Spring Valley, NY 10977
                  Tel: (845) 362-6951
                  Fax: (501) 638-7838
                  Email: ttmozes@earthlink.net

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 Abraham Hoffman, sole member of the
Company.


VISTEON CORP: Labor Unions Object $35.4 Million Bonus Plan
----------------------------------------------------------
Labor unions representing Visteon Corp.'s rank-and-file workers
are balking at the auto-parts maker's request to pay up to
$35.4 million in bonuses to salaried employees even as the company
seeks to cut benefits for its union retirees, according to ABI.

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)


WALTER DAVID DIAL: Updated Case Summary & Creditors List
--------------------------------------------------------
Joint Debtors: Walter David Dial, III
               Lorina Jewelene Dial
               P.O. Box 2330
               #3 Wimbledon Way
               Rogers, AR 72758

Case No.: 10-70009

Chapter 11 Petition Date: January 4, 2010

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Debtors' Counsel: David G. Nixon, Esq.
                  Nixon Law Firm
                  2340 Green Acres Road, Ste. 12
                  Fayetteville, AR 72703
                  Tel: (479) 582-0020
                  Fax (479) 582-0030
                  Email: david@nixonlaw.com

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

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

The petition was signed by the Joint Debtors.

Debtors' List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Wade Edward Wittman                               $1,800,000
2320 Kentuck Court
Naperville, IL 60564-4340

Inland Revenue Department                         $774,464
Revenue Tower
5 Gloucester Road, Wan Chai
Hongkong

Trademarketing Resources,                         $39,451
Inc.
Attn: Chrisine Kage

AutoTech Sales, Inc.                              $37,554
aka Shermin Lin

The Beanstalk Group                               $12,160

Source Interlink                                  $10,000

Mountcastle Insurance                             $8,300

Guilford County Tax Dept.                         $7,836

Capital Recovery                                  $4,324
Corporation

Benton County Tax                                 $4,046
Collector

First Link Technology,                            $2,548
Inc.

AT&T                                              $1,880

RMS                                               $1,694

Brand Sense Partners, LLC                         $1,252

Vantage Point                                     $1,219

Gonzales and Associates                           $900

City of High Point                                $773

OTS-USA                                           $500

Comer Sanitary Services, Inc.                     $468

Cleo Communications                               $448


WAVERLY LEE LOGAN: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Waverly Lee Logan
        528 B Natoma St.
        San Francisco, CA 94103

Bankruptcy Case No.: 10-30541

Chapter 11 Petition Date: February 17, 2010

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Debtor's Counsel: Sydney Jay Hall, Esq.
                  Law Offices of Sydney Jay Hall
                  1308 Bayshore Hwy. #220
                  Burlingame, CA 94010
                  Tel: (650) 342-1830
                  Email: sydneyhalllawoffice@yahoo.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 Waverly Lee Logan.


WEST PLEASANT: Updated Case Summary & Creditors List
----------------------------------------------------
Debtor: West Pleasant - CPGT, Inc.
        34 Cox Cro Road
        Toms River, NJ 08755

Bankruptcy Case No.: 10-10060

Chapter 11 Petition Date: January 4, 2010

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

Debtor's Counsel: Richard D. Trenk, Esq.
                  Trenk, DiPasquale, Webster,
                  Della Fera & Sodono, P.C.
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  Email: rtrenk@trenklawfirm.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 $1,225, and
total debts of $4,180,231.

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/njb10-10060.pdf

The petition was signed by John Campbell, president of the
Company.


WILLCOM INC: Seeks Bankruptcy Protection in Japan
-------------------------------------------------
Willcom Inc. filed for bankruptcy protection with the Tokyo
District Court with liabilities of JPY206 billion, Bloomberg News
reported.

Willcom said it is in talks with Japan's state-backed Enterprise
Turnaround Initiative Corp. for possible funding.  The Company is
also in negotiations with Softbank Corp. and investment fund
Advantage Partners LLP on possible support.

The Nikkei newspaper reported that Willcom will receive a credit
line of about JPY10 billion from ETIC.  ETIC won't take a stake in
Willcom in exchange for the financing.

According to Bloomberg News, the bankruptcy filing means the
Company defaulted on JPY35 billion of bonds sold in June 2005.
The bonds had a coupon of 2.35% and were to mature on June 27,
2012, according to data compiled by Bloomberg.

Kyocera, a Kyoto-based maker of solar cells and electronic
devices, said it may not be able to collect JPY15.4 billion of
receivables owed by Willcom.

Mitsubishi UFJ Financial Group Inc. and Mizuho Financial Group
Inc., Willcom's biggest creditors, were each owed JPY17.6 billion
as of March 31 2009.

Willcom in September said it was unable to agree on a revival plan
with all creditors after failing to reschedule debt payments.
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.

Researcher Teikoku Databank Ltd. said the filing by Willcom is is
the biggest in Japan's telecommunications industry.  Heisei Denden
Co. was the previous biggest failure in October 2005 with
liabilities of JPY120 billion.

                           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 INC: Bankruptcy to Wipe Out Carlyle Investment
------------------------------------------------------
Alison Tudor and Peter Lattman at The Wall Street Journal, citing
people familiar with the situation, report that Willcom's
bankruptcy filing will wipe out Washington, D.C.-based Carlyle
Group's stake in the Company.

The Journal recalls Carlyle in 2004 paid about $330 million for a
60% stake in the mobile-phone unit of KDDI Corp.  The business was
later renamed Willcom.

The Journal further notes the failed Willcom deal is the second
bankruptcy filing in 15 months by a Carlyle-backed telecom
company.  In December 2008, Carlyle's Hawaiian Telcom
Communications Inc. filed for Chapter 11.

According to the Journal, both Willcom and Hawaiian Telcom were
investments led by Carlyle's vaunted telecom team, which includes
James Attwood, a former top executive at Verizon and GTE; Daniel
Akerson, the ex-chief executive of Nextel Communications; and
William Kennard, the former chairman of the Federal Communications
Commission.

The Journal says the Willcom investment is spread across three
different Carlyle funds, limiting damage to any one portfolio.

Willcom filed for bankruptcy protection on Thursday before the
Tokyo District Court.  Bloomberg News says Willcom listed
liabilities of JPY206 billion.  The Journal says Willcom listed
roughly $2.3 billion in debt.

Mobile-phone service provider, Softbank Corp., and a Japanese
private-equity firm, Advantage Partners LLP, are in talks to come
in as new equity investors in the company's restructuring, the
Journal relates, citing people familiar with the talks.

                           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%.


WILLIAM GREEN: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: William J. Green
               Jana M. DeJong
               901 High Street
               Farmville, VA 23901

Bankruptcy Case No.: 10-30992

Chapter 11 Petition Date: February 17, 2010

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Kevin R. Huennekens

Debtors' Counsel: Reginald R. Yancey, Esq.
                  P.O. Box 11908
                  Lynchburg, VA 24506
                  Tel: (434) 528-1632
                  Fax: (434) 846-7112
                  Email: rryald@comcast.net

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

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

A full-text copy of the Debtors' petition, including a list of
their 10 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/vaeb10-30992.pdf

The petition was signed by the Joint Debtors.


WILLIAMS PARTNERS: Moody's Upgrades Senior Debt Ratings From 'Ba2'
------------------------------------------------------------------
Moody's Investors Service upgraded Williams Partners L.P.'s long-
term senior unsecured debt ratings to Baa3 from Ba2 following the
completion of the asset contribution from its general partner, The
Williams Companies, Inc.  This concludes the ratings review that
was initiated on January 19, 2010.  The outlook is stable.

"The upgrade reflects Williams Partners' greatly increased size
and reduced business risk following the asset contribution from
Williams," commented Pete Speer, Moody's Vice President.

The asset contribution transformed WPZ into one of the largest
master limited partnerships in North America.  In addition to
obtaining most of Williams' remaining midstream operations, the
partnership now has two major regulated interstate pipelines and
holds a 24.5% interest in a third pipeline.  These pipeline assets
provide a stable earnings base that is forecasted to provide
around 44% of WPZ's EBITDA in 2010.  The enlarged midstream
operations generate nearly half of its earnings from fee based
revenues.  WPZ intends to hedge a significant proportion of its
natural gas and natural gas liquids exposure to reduce the impact
of commodity price fluctuations on the remaining one-third of
EBITDA.

The partnership completed a new three-year $1.75 billion senior
unsecured revolving credit facility that was utilized to refinance
$250 million of borrowings under the previous credit facility.
The new facility provides WPZ with ample liquidity to fund
budgeted growth capital expenditures and working capital needs in
2010.  The stable outlook reflects Moody's expectation that WPZ
will pursue reasonable targets for distribution growth rates given
the inherent long-term volatility in NGL processing margins.
Moody's also expect that the partnership will manage its pace of
growth and issue common units on a timely basis to maintain its
leverage profile as it expands its asset base.

If WPZ achieves its leverage targets and develops a track record
of effectively hedging its commodity price exposure then the
ratings outlook could be changed to positive or the ratings
upgraded.  Debt/EBITDA sustained at 3.5x or below could be
supportive of a Baa2 rating.  Conversely, the rating outlook could
be changed to negative or ratings downgraded if WPZ's earnings
volatility was much greater than anticipated or if the partnership
significantly increased the scale of its growth projects and
increased leverage.  Debt/EBITDA greater than 4.5x could pressure
the ratings.

The last rating action on WPZ was on January 19, 2010, when
Moody's placed the ratings under review for possible upgrade
following Williams announced plan to contribute most of its
remaining midstream and pipeline assets to WPZ.

Williams Partners L.P. is a publicly traded master limited
partnership headquartered in Tulsa, Oklahoma and engaged in the
gathering, processing and interstate transportation of natural
gas.  The partnership is controlled by The Williams Companies,
Inc., which owns the general partner interest and approximately
82% of the limited partner units of WPZ.


WINDMARK ROCKPORT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Windmark Rockport Partners, LP
        Po Box 3123
        Houston, TX 77253

Bankruptcy Case No.: 10-20010

Chapter 11 Petition Date: January 4, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Rogena Jan Atkinson, Esq.
                  The Law Offices of RJ Atkinson LLC
                  3617 White Oak Dr
                  Houston, TX 77007
                  Tel: (713) 862-1700
                  Fax: (713) 862-1745
                  Email: rogena@rjabankruptcy.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 $2,995,250,
and total debts of $4,791,744.

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

The petition was signed by Thomas F. Noons, president of the
Company.


* Commercial Real Estate Delinquencies Increased in January
-----------------------------------------------------------
ABI reports that Fitch Ratings said delinquencies for
collateralized debt obligations made up of U.S. commercial real
estate loans rose in January due to continuing troubles at a major
New York apartment complex.


* Kaye Scholer Bares Leadership Changes
---------------------------------------
Kaye Scholer LLP on Friday said Stephen Gliatta, Co-Chair of the
firm's Real Estate Department, Michael B. Solow, Co-Chair of the
firm's Business Reorganization and Creditors' Rights practice
group, and Barry Willner will serve as Co-Chairs of the firm's
Executive Committee.

In addition to being named Co-Chair of Kaye Scholer's Executive
Committee, Solow has been appointed Co-Managing Partner of the
firm.  Solow will share this role with Mr. Willner, who has been
the firm's Managing Partner and Chair, and has been a member of
the firm's Executive Committee since 1996.  The three have worked
together as members of the firm's 10-member Executive Committee
for many years, and have driven the development and implementation
of Kaye Scholer's strategic business plan.

"The firm has just completed yet another very successful year for
both our clients, as measured by results and client satisfaction,
and for our partners, as we have just completed another year of
increased partner profitability.  Mike and Steve represent the
best of what we are about.  I look forward to working with Steve
and Mike over the next several years in achieving a seamless
transition to a new generation of leaders," said Mr. Willner.

"It is a tremendous honor to serve with Barry and Steve as Co-
Chairs of the Executive Committee and to join Barry as Co-Managing
Partner.  I look forward to assuming these new responsibilities
and working with my colleagues to further our clients' success and
the firm's strategic goals," said Mr. Solow.

"Barry, Mike and I have had a close relationship working on the
Executive Committee for a number of years," said Mr. Gliatta.  "I
am honored to be given this opportunity and look forward to our
continued work together as a team."

Stephen Gliatta focuses his practice on representing banks,
investment banks and other institutional lenders, and private
equity funds and institutional investors, in all aspects of real
estate finance and investment.  He holds a B.S. from Fordham
University College of Business Administration and his J.D. from
New York University School of Law.

Michael B. Solow represents creditors, trustees, governmental
agencies and other parties in the bankruptcy and insolvency area
in cases throughout the United States.  He earned his B.A., summa
cum laude, from the University of Illinois, where he was a member
of Phi Beta Kappa, and his J.D. from Harvard Law School.

Barry Willner has been a member of the firm's Executive Committee
since 1996, and has served in various leadership roles, including
Vice-Chair, Chair and Managing Partner.  He concentrates his
practice in complex commercial litigation.  He earned his B.A.,
cum laude, from Lafayette College where he was a member of Phi
Beta Kappa, and his J.D. from Georgetown University, where he
served as editor of the Georgetown Law Journal.

                        About Kaye Scholer

Founded in New York City in 1917, international law firm Kaye
Scholer LLP -- http://www.kayescholer.com/-- represents public
and private companies, governmental entities, financial
institutions, and other organizations in matters around the world.
The firm has offices in Chicago, Frankfurt, London, Los Angeles,
New York, Shanghai, Washington, DC, and West Palm Beach.


* BOOK REVIEW: Merger Takeover Conspiracy, A Business Story
-----------------------------------------------------------
Author: David J. Thomsen
Publisher: Beard Books
Softcover: 379 pages
List Price: $34.95
Review by Henry Berry

Although fiction, Merger Takeover Conspiracy has the feel of
actual events.  The realism is quickly established with
introductory material that includes a map of the United States
showing the routes of western railroads and a financial statement
with notes that looks like an authentic corporate report. Above
all, however, Merger Takeover Conspiracy is a compelling narrative
with aspects of a murder mystery within a modernday business story
of greed, ruthlessness, and duplicity.  The book begins with
Richard Smith, manager of corporate security of Arrow Corporation,
destroying company documents in a "materials shredder" with
diamondtipped mechanical gears that can pulverize typewriters,
file cabinets, and tape spools; thus ridding Arrow of office
equipment that could be linked to incriminating documents.  While
musing on how his task of destroying office equipment secures his
place in the corporation by binding him to certain ambitious,
underhanded top corporate personnel with their shared involvement
in criminal acts, Smith is knocked unconscious and stuffed into
the shredder himself.  From such suspenseful beginnings, the story
continues to follow the maze of feigns and dirty tricks, the
betrayals and ignorance, the concerns and ruthlessness, the
coolly-done crimes and desperate measures of many individuals
connected in varying degrees to Arrow Corporation's ambitious goal
of acquiring the three largest railroads in the Western United
States and merging them into one colossal system under Arrow's
aegis.  Business executives, housewives, the corporate jet pilot,
an outside attorney, an investment banker, and an executive
assistant are among the cast of characters helping to shed light
on the many facets of the plot.  Thomsen writes about events,
situations, and primary and peripheral characters in the business
world as convincingly and dramatically as John Grisham does about
those in the legal world.  Though Merger Takeover Conspiracy has
some sensationalistic touches, the novel is not generic, popular
entertainment.  Thomsen's novel can be read on many levels: as a
gripping crime story about brutal crimes; as a narrative of the
unfolding of a master plan for a complex, high-stakes merger; as a
portrayal of corporate society; and as a cautionary tale about the
personal tragedies caused by systematic illegal activity in large
businesses.  Although Merger Takeover Conspiracy was first
published in 1985, it reflects major stories in today's news
media.  The crimes of top executives of Tyco, Worldcom, Adelphia,
and others cannot but come into the reader's mind. Thomsen goes
well beyond the content and personalities of any news stories,
however, to shed a critical light on how such events could occur
in the business world.  In the convention of good mystery writing,
Thomsen keeps the reader guessing until the end.  In the end, the
guilty are exposed, but, in the larger perspective, there is no
single culprit.  Instead, the entire corporate culture is
indicted.  Some of the characters can hardly be blamed since they
were simply acting according to the principles and the goals of
the environment they were in.  David J. Thomsen has a background
in management, entrepreneurship, executive positions, and
consulting.  Much of his work has involved research, and he is the
author of hundreds of articles.



                           *********

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.

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